05-01-2012City Commission GICE nager
Susan Gottlieb, Mayor The City ®f Eric M. Soroka, 11MA -CM
Zev Auerbach iur(M Ci Bob Diamond Teresa M. .
Soroka, MMC
Teri Holzberg
Billy Joel "` CitvAttorney
Michael Stern Weiss Serota Hellman
Luz Urbiez Weinberg ]Pastoriza Cole & Boniske
MAYI,20126pm
Government Center
19200 West Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER \ROLL CALL
2. PLEDGE OF ALLEGIANCE
3. AGENDA: Request for Deletions/Emergency Additions
4. SPECIAL PRESENTATIONS: Employee Service Awards
5. ELECTION OF VICE MAYOR
6. CONSENT AGENDA: Matters included under the Consent Agenda are self -
explanatory and are not expected to require discussion or review. Items will be
enacted by one motion. If discussion is desired by any member of the Commission,
that item must be removed from the Consent Agenda and considered separately.
A. APPROVAL OF MINUTES:
April 3, 2012 Commission Meeting
April 19, 2012 Commission Meeting
April 19, 2012 Workshop Meeting
B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA APPROVING AND AUTHORIZING
THE CITY MANAGER TO EXECUTE AND OTHERWISE
ENTER INTO THE ATTACHED CHANGE ORDER FOR BID
NO. 11- 5 -16 -2, BY AND BETWEEN THE CITY AND UNDER
POWER CORP.; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED CONTRACT FOR
LANDSCAPE MAINTENANCE WITHIN THE FLORIDA
DEPARTMENT OF TRANSPORTATION RIGHT -OF -WAY ON
BISCAYNE BOULEVARD FROM THE OLETA RIVER BRIDGE
NORTH TO THE MIAMI- DADEBROWARD COUNTY LINE BY
May 1, 2012
AND BETWEEN THE CITY OF AVENTURA AND THE
FLORIDA DEPARTMENT OF TRANSPORTATION;
AUTHORIZING THE CITY MANAGER TO TAKE NECESSARY
AND EXPEDIENT ACTION TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
D. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AWARDING AND LETTING A
CONTRACT FOR THE CITY'S GENERAL BANKING
SERVICES TO BANK OF AMERICA, N.A. IN ACCORDANCE
WITH REQUEST FOR PROPOSALS #12- 03 -05 -2;
AUTHORIZING THE CITY MANAGER, ON BEHALF OF SAID
CITY, TO EXECUTE ASSOCIATED CONTRACTS;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
7. ZONING HEARINGS: QUASI - JUDICIAL PUBLIC HEARINGS — Please be
advised that the following items on the Commission's agenda are quasi-judicial in nature. If you wish to object or comment
upon any of these items, please inform the Mayor when she requests public comments. An opportunity for persons to speak
on each item will be made available after the applicant and staff have made their presentations on each item. All testimony,
including public testimony and evidence, will be made under oath or affirmation. Additionally, each person who gives
testimony may be subject to cross-examination. If you refuse either to he cross -examined or to be sworn, your testimony will
be given its due weight. The general public will not be permitted to cross - examine witnesses, but the public may request the
Commission to ask questions of staff or witnesses on their behalf. Persons representing organizations must present evidence
of their authority to speak for the organization. Further details of the quasi-judicial procedures may be obtained from the
Clerk.
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, CONCERNING SIGN VARIANCE FOR
ARTEFACTO HOME ON PROPERTY LOCATED AT 17651 BISCAYNE
BOULEVARD, CITY OF AVENTURA; PROVIDING AN EFFECTIVE
DATE.
8. ORDINANCES: FIRST READING— PUBLIC INPUT: None.
9. ORDINANCES — SECOND READING — PUBLIC HEARING:
A. AN ORDINANCE OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AMENDING ORDINANCE NO.
2011 -08 WHICH ORDINANCE ADOPTED A BUDGET FOR THE
2011/2012 FISCAL YEAR BY REVISING THE 2011/2012 FISCAL
YEAR OPERATING AND CAPITAL BUDGET AS OUTLINED
IN EXHIBIT "A" ATTACHED HERETO; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO
CARRY OUT THE AIMS OF THIS ORDINANCE; PROVIDING
FOR AN EFFECTIVE DATE.
2
May 1, 2012
B. CITY COMMISSION IN ITS CAPACITY AS THE AVENTURA
CITY OF EXCELLENCE SCHOOL BOARD OF DIRECTORS:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA,
ADOPTING THE ATTACHED CHARTER SCHOOL
OPERATING AND CAPITAL BUDGET FOR THE AVENTURA
CITY OF EXCELLENCE SCHOOL FOR FISCAL YEAR 2012/13
(JULY 1 — JUNE 30), PURSUANT TO SECTION 4.05 OF THE
CITY CHARTER; AUTHORIZING EXPENDITURE OF FUNDS
ESTABLISHED BY THE BUDGET; PROVIDING FOR
BUDGETARY CONTROL; PROVIDING FOR PERSONNEL
AUTHORIZATION; PROVIDING FOR GIFTS AND GRANTS;
PROVIDING FOR AMENDMENTS; PROVIDING FOR
ENCUMBRANCES; PROVIDING FOR SEVERABILITY AND
PROVIDING FOR AN EFFECTIVE DATE.
10. RESOLUTIONS — PUBLIC HEARING: None.
11. REPORTS
12. PUBLIC COMMENTS
13. OTHER BUSINESS: None.
14. ADJOURNMENT
SCHEDULE OF FUTURE MEETINGS/EVENTS
WORKSHOP MEETING May 22, 2012 9AM 5`h FL. EX. CONFERENCE ROOM
COMMISSION MEETING June 5, 2012 6PM COMMISSION CHAMBER
This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990, all persons who are disabled and
who need special accommodations to participate in this meeting because of that disability should contact the Office of the City Clerk,
305 -466 -8901, not later than two days prior to such proceeding. One or more members of the City of Aventura Advisory Boards may
be in attendance and may participate at the meeting. Anyone wishing to appeal any decision made by the Aventura City Commission
with respect to any matter considered at such meeting or hearing will need a record of the proceedings and, for such purpose, may
need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the
appeal is to be based. Agenda items may be viewed at the Office of the City Clerk, City of Aventura Government Center, 19200 W.
Country Club Drive, Aventura, Florida, 33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at
305 -466 -8901.
3
MINUTES
CITY COMMISSION MEETING
APRIL 3, 2012 6 PM
Aventura Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER/ROLL CALL: The meeting was called to order by Mayor Susan
Gottlieb at 6 p.m. Present were Commissioners Zev Auerbach, Bob Diamond, Teri
Holzberg, Michael Stern, Luz Urbaez Weinberg, Vice Mayor Billy Joel, Mayor Gottlieb,
City Manager Eric M. Soroka, City Clerk Teresa M. Soroka and City Attorney Alan
Gabriel. As a quorum was determined to be present, the meeting commenced.
2. PLEDGE OF ALLEGIANCE: Led by Police Chief Steven Steinberg.
3. AGENDA: REQUESTS FOR DELETIONS /EMERGENCY ADDITIONS: None.
4. SPECIAL PRESENTATIONS: Mr. Soroka presented 15 -year service awards to
Christa Wallner and Police Department employees Brian Pegues, Luis Chaidez, Glenn
Finlay, John Ogden, Manuel Gonzalez, and Juan Gonzalez. In addition, he presented
10 -year service award to Police Department employee Linda Freeman.
5. CONSENT AGENDA: A motion to approve the Consent Agenda was offered by
Commissioner Diamond, seconded by Commissioner Holzberg, passed unanimously
and the following action was taken:
A. The following minutes were approved:
March 6, 2012 Commission Meeting
March 22, 2012 Workshop Meeting
B. The following motion was approved:
MOTION TO ACCEPT FOR FILING THE COMPREHENSIVE ANNUAL
FINANCIAL REPORT (CAFR) FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2011 AND THE LETTER DATED MARCH 8, 2012 ATTACHED HERETO
AS ATTACHMENT "A"
C. Resolution No. 2012 -14 was adopted:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA DECLARING CERTAIN PROPERTY LISTED
UNDER THE ASSETS OF THE CITY AS SURPLUS TO THE NEEDS OF
THE CITY; DESCRIBING THE MANNER OF DISPOSAL; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN
EFFECTIVE DATE.
D. Resolution No. 2012 -15 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED TRAFFIC CONTROL JURISDICTION
AGREEMENT BETWEEN COMMODORE PLAZA CONDOMINIUM
ASSOCIATION, INC. AND THE CITY OF AVENTURA; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN
EFFECTIVE DATE.
E. Resolution No. 2012 -16 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AWARDING AND LETTING A BID /CONTRACT
FOR BID NO. 12- 03 -16 -2, ELECTRICAL MAINTENANCE SERVICES TO
UNIVERSAL ELECTRIC OF FLORIDA, INC. AND PRIME ELECTRICAL
CONTRACTORS, INC. AT THE INDIVIDUAL BID PRICES CONTAINED
IN EXHIBIT "A" ATTACHED; AUTHORIZING THE CITY MANAGER TO
EXECUTE ASSOCIATED CONTRACTS; AUTHORIZING THE CITY
MANAGER TO TAKE NECESSARY AND EXPEDIENT ACTION TO
CARRY OUT THE AIMS OF THIS RESOLUTION; PROVIDING FOR THE
APPROPRIATION AND ALLOCATION OF FUNDS FOR SAID BID
AWARD; AND PROVIDING FOR AN EFFECTIVE DATE.
F. Resolution No. 2012 -17 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA ESTABLISHING A RANKING OF BANKS TO
PROVIDE BANKING SERVICES; AUTHORIZING THE CITY MANAGER
TO NEGOTIATE FOR SAID SERVICES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE
AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE
DATE.
6. ZONING HEARINGS: QUASI- JUDICIAL PUBLIC HEARINGS — Please be advised that
the following items on the Commission's agenda are quasi-judicial in nature. If you wish to object or comment upon any of
these items, please inform the Mayor when she requests public comments. An opportunity for persons to speak on each
item will be made available after the applicant and staff have made their presentations on each item. All testimony,
including public testimony and evidence, will be made under oath or affirmation. Additionally, each person who gives
testimony may be subject to cross - examination. If you refuse either to be cross - examined or to be sworn, your testimony
will be given its due weight. The general public will not be permitted to cross - examine witnesses, but the public may
request the Commission to ask questions of staff or witnesses on their behalf. Persons representing organizations must
present evidence of their authority to speak for the organization. Further details of the quasi - judicial procedures may be
obtained from the Clerk. None.
7. ORDINANCES: FIRST READING /PUBLIC HEARING:
2
A. Mr. Gabriel read the following ordinance by title:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AMENDING ORDINANCE NO. 2011 -08 WHICH
ORDINANCE ADOPTED A BUDGET FOR THE 2011/2012 FISCAL
YEAR BY REVISING THE 2011/2012 FISCAL YEAR OPERATING AND
CAPITAL BUDGET AS OUTLINED IN EXHIBIT "A" ATTACHED
HERETO; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS ORDINANCE;
PROVIDING FOR AN EFFECTIVE DATE.
A motion for approval was offered by Vice Mayor Joel and seconded by Commissioner
Auerbach. Mayor Gottlieb opened the public hearing. There being no speakers, the
public hearing was closed. The motion for approval passed unanimously by roll call
vote.
B. Mr. Gabriel read the following ordinance by title:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AMENDING ORDINANCE NO. 2011 -08 WHICH
ORDINANCE ADOPTED A BUDGET FOR THE 2011/2012 FISCAL
YEAR BY REVISING THE 2011/2012 FISCAL YEAR OPERATING AND
CAPITAL BUDGET AS OUTLINED IN EXHIBIT "A" ATTACHED
HERETO; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS ORDINANCE;
PROVIDING FOR AN EFFECTIVE DATE.
A motion for approval was offered by Commissioner Stern and seconded by
Commissioner Weinberg. Mayor Gottlieb opened the public hearing. There being no
speakers, the public hearing was closed. The motion for approval passed unanimously
by roll call vote.
8. ORDINANCES: SECOND READING/PUBLIC HEARING: None.
9. RESOLUTIONS — PUBLIC HEARING: None.
10. REPORTS: As presented.
11. PUBLIC COMMENTS: Bob Burroughs; Howard Weinberg, Parc Central;
12. OTHER BUSINESS: None.
3
13. ADJOURNMENT: There being no further business to come before the
Commission at this time, after motion made, seconded and unanimously passed,
the meeting adjourned at 6:23 p.m.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a meeting or hearing
will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings is made,
which record includes the testimony and evidence upon which the appeal is to be based.
4
F
1
MINUTES
COMMISSION MEETING
APRIL 19, 2012 9 AM
Aventura Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER/ROLL CALL. The meeting was called to order at 9:00 a.m.
by Mayor Susan Gottlieb. Present were Commissioners Zev Auerbach, Bob Diamond,
Teri Holzberg, Luz Urbaez Weinberg, Michael Stern, Vice Mayor Billy Joel, Mayor
Gottlieb, City Manager Eric M. Soroka, City Clerk Teresa M. Soroka and City Attorney
David M. Wolpin. As a quorum was determined to be present, the meeting
commenced.
2. CITY COMMISSION IN ITS CAPACITY AS THE AVENTURA CITY OF
EXCELLENCE SCHOOL BOARD OF DIRECTORS:
A. ORDINANCE — FIRST READING — PUBLIC INPUT: Mr. Wolpin read the
following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, ADOPTING THE
ATTACHED CHARTER SCHOOL OPERATING AND CAPITAL BUDGET FOR
THE AVENTURA CITY OF EXCELLENCE SCHOOL FOR FISCAL YEAR
2012/13 (JULY 1 — JUNE 30), PURSUANT TO SECTION 4.05 OF THE CITY
CHARTER; AUTHORIZING EXPENDITURE OF FUNDS ESTABLISHED BY
THE BUDGET; PROVIDING FOR BUDGETARY CONTROL; PROVIDING FOR
PERSONNEL AUTHORIZATION; PROVIDING FOR GIFTS AND GRANTS;
PROVIDING FOR AMENDMENTS; PROVIDING FOR ENCUMBRANCES;
PROVIDING FOR SEVERABILITY AND PROVIDING FOR AN EFFECTIVE
DATE
Mr. Soroka outlined the significant issues in this proposed budget. A motion for
approval was offered by Vice Mayor Joel and seconded by Commissioner
Weinberg. Mayor Gottlieb opened the public hearing. There being no speakers,
the public hearing was closed. The motion for approval passed unanimously by
roll call vote.
B. UPDATE ON EDUCATION REFORM — ASSESSMENT, CURRICULUM
AND TEACHER PERFORMANCE EVALUATION: Provided by Principal
Julie Alm and Assistant Principal Daniel Sandberg
3. ORDINANCE — SECOND READING — PUBLIC HEARING: Mr. Wolpin read the
following ordinance by title:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF AVENTURA,
FLORIDA, AMENDING ORDINANCE NO. 2011 -08 WHICH ORDINANCE
ADOPTED A BUDGET FOR THE 2011/2012 FISCAL YEAR BY REVISING
THE 2011/2012 FISCAL YEAR OPERATING AND CAPITAL BUDGET AS
OUTLINED IN EXHIBIT "A" ATTACHED HERETO; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS
OF THIS ORDINANCE; PROVIDING FOR AN EFFECTIVE DATE.
A motion for approval was offered by Commissioner Holzberg and seconded by
Commissioner Stern. Mayor Gottlieb opened the public hearing. There being no
speakers, the public hearing was closed. The motion for approval passed
unanimously by roll call vote and Ordinance No. 2012 -03 was enacted.
4. MOTION TO APPROVE CITY MANAGER'S PERFORMANCE EVALUATION AS
OUTLINED ON EXHIBIT "A ". After motion offered by Vice Mayor Joel, and
seconded by Commissioner Holzberg, the motion passed unanimously.
5. ADJOURNMENT: After motion made, seconded and unanimously passed, the
meeting adjourned at 9:50 a.m.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a
meeting or hearing will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim
record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be
based.
The MINUTES
y of CITY COMMISSION Aventura Government Center
)Vi*�
WORKSHOP MEETING 19200 W. Country Club Drive
APRIL 19, 2012 following 9am meeting Ask Aventura, Florida 33180
CALL TO ORDER/ROLL CALL: The meeting was called to order at 9:50 a.m. by
Mayor Susan Gottlieb following the 9 a.m. Commission meeting. Present were
Commissioners Zev Auerbach, Bob Diamond, Teri Holzberg, Michael Stern, Luz Urbaez
Weinberg, Vice Mayor Billy Joel, Mayor Gottlieb, City Manager Eric M. Soroka, City
Clerk M. Teresa Soroka and City Attorney David M. Wolpin. As a quorum was
determined to be present, the meeting commenced.
1. 2002 FIFC DEBT REFUNDING OPPORTUNITY (City Manager):
CITY MANAGER SUMMARY: Consensus to proceed with recommendation
from City Manager.
2. RENEWABLE ENERGY DEVICES AMENDMENT TO LDR (City Manager): In
response to several recent inquiries, Community Development Director Joanne
Carr discussed the City's current regulations pertaining to renewable energy
devices, specifically wind turbines and solar panels on condominium buildings.
CITY MANAGER SUMMARY: Consensus to proceed with first reading of
ordinance with concerns and direction expressed by Commission.
3. SAVE DADE (Mayor Gottlieb):
CITY MANAGER SUMMARY: Tabled indefinitely
4. ADJOURNMENT: There being no further business to come before the
Commission at this time, the meeting adjourned at 10:55 a.m.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a meeting or hearing
will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings is made,
which record includes the testimony and evidence upon which the appeal is to be based.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, ICMA- CNj,lfty Ma
BY: Antonio F. Tomei, Capital Prl jectX Manager
DATE: April 12, 2012
SUBJECT: Bid No: 11-5-16-02— Biscayne Boulevard Decorative
Street Lighting Improvements - Change Order 2
May 1, 2012 City Commission Meeting Agenda Item LS
Recommendation
It is recommended that the City Commission adopt the attached Resolution approving
Change Order Number 2 for Biscayne Boulevard Decorative Street Lighting Upgrades
Phase I to Under Power Corporation for the price of $478,350. This change order,
provides for the construction of Phase II of the Decorative Street Lighting Upgrades
project and will be funded by Budget Line Item Numbers 001 -8050- 541 -6307
($300,000) and 120 - 5001 - 541 -6307 ($200,000).
Background
The Phase II project for suppliers for the street lights was bid. All of the bids received
indicated a higher cost than what was originally contained in the Phase I project's
vendors bid. In an effort to reduce project costs, it was determined that the street light
unit cost provided by the Phase I contractor, Under Power Corp. remained the lowest
cost option. Therefore, it is recommended that the City issued a change order to Under
Power Corp for the Phase 2 project.
Approval of Change Order Number 2 allows the same contract unit costs provided to
construct Phase I to be used for construction of Phase II. Recommendation
correspondence from the City's Engineering Consultant is also attached.
If you have any questions or need any additional information, please feel free to contact
me.
RESOLUTION NO.2012-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THE
ATTACHED CHANGE ORDER FOR BID NO. 11- 5 -16 -2, BY AND
BETWEEN THE CITY AND UNDER POWER CORP.; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Capital Improvement Program indicates construction of Phase II of
the Biscayne Boulevard Decorative Street Lighting Upgrades for FY 2011/12; and
WHEREAS, staff has determined that Phase I contractor, Under Power Corp. has
provided the lowest possible construction cost to construct Phase II of the Biscayne Boulevard
Decorative Street Lighting Upgrades; and
WHERAS, the City Commission, upon recommendation of the City Manager, is
therefore desirous of approving the attached change order to said Phase I contractor.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA:
Section 1: The City Manager is hereby authorized to execute and otherwise enter
into the Change Order for Bid No. 11- 5 -16 -2, Biscayne Boulevard Decorative Street Lighting
Improvements, by and between the City and Under Power Corp., attached hereto and
incorporated herein as specifically as if set forth at length herein. Said Change Order amount is
$478,350.
Section 2: The City Manager is hereby authorized to do all things necessary to carry
out the aims of this Resolution.
Section 3: This Resolution shall become effective immediately upon its adoption.
The foregoing Resolution was offered by Commissioner who
moved its adoption. The motion was seconded by Commissioner
and upon being put to a vote, the vote was as follows:
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Mayor Susan Gottlieb
Resolution No. 2012 -
Page 2
PASSED AND ADOPTED this 15t day of May, 2012.
SUSAN GOTTLIEB, MAYOR
ATTEST:
TERESA M. SOROKA, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
CRNNEN 31`I0/9IPSON
April 12, 2012
Antonio F. Tomei
Capital Projects Manager
Office of the City Manager
19200 West Country Club Drive
Aventura, FL 33180
(305) 466 8923
RE: Biscayne Boulevard Decorative Lighting Improvements
Phase 11 Quote Review
Dear Mr. Tomei:
At your request, we reviewed the enclosed quote from Under Power Corp.
for the referenced project.
& ASSOCIWES INC. This quote is for the continuation of the decorative street lights constructed
in Phase 1 by the same contractor, Under Power Corp. The unit prices are
Engineers consistent with the costs for Phase 1 and generally reflect an increase
Planners
Surveyors associated with doubling of the scope of work (i.e., 10 poles in Phase 1
versus 20 poles in Phase 2) In addition to additional costs specific to Phase 2.
The Phase 1 project constructed by Under Power was based on a publicly bid
contract. They have performed satisfactorily during Phase 1 and we
recommend continuing their services for Phase 2 based on the submitted
quote. We recommend executing a change order with Under Power in the
amount of $478,350.00 for the Phase 11 work.
Please do not hesitate in contacting me should you need additional
information.
Sincerely,
CRAVEN THOMPSON AND ASSOCIATES, INC.
All
Adolfo A. onzilez, PEXEMW� `: "—'
Senior Supervising Engineer
Enclosure: Quote from Under Power
3363 N.w. 63rd street Cc: Don Shaver
Fort Lauderdale, FL 33309 -6311
(954) 739 -6400
Fax (954) 739 -6409
West Palm Beech
1
y
CONTRACT NUMBER: 11- 5 -16 -2
DATE: April 12, 2012
CITY OF AVENTURA
CHANGE ORDER FORM
CHANGE ORDER NO. 2
PROJECT TITLE: Biscayne Boulevard Decorative Lighting Improvements
PROJECT CONTRACTOR: Under Power Corporation
COST: $478,350
BUDGET LINE ITEM: 001 - 8050 - 541 -6307 and 120 - 5001 - 541 -6307
DESCRIPTION OF CHANGES: Costs to construct Phase II of the Biscayne Boulevard Decorative Street Lighting
Upgrades.
Original Contract: $ 236,275.00
Total Previous Change Orders: 17,961.61
This Change Order: $ 478.350.00
Revised Contract Amount: $ 732,586.61
Total Change Orders to Date: 1
Contract Amount Before This Change: $254,236.61
Total Change in Contract Period: 207 Calendar Days
The sum of $478,350 is hereby added to the Contract price, and the total adjusted Contract price to date is $732,586.61.
The time provided for completion of the project will increase by 207 calendar days. This document shall become an
amendment to the Contract and all provisions of the Contract will apply thereto.
Recommended by
Consultant Date
Recommended by a"Vco- s oar"- -4
Capital Projects Manager Date
Recommended for Budgetary Purposes:
Finance Support Services Director Date
Approved by
City Manager Date
Accepted by
Contractor Date
N
N
O
rn
IL co
it IT
O 11
V (O CY)
WWM
M
3�0LL
0 U)
0
�30T
w
W z =(D co
°
Z oQuIi
r2 M
F-
Z
w
2
w
O
a.
C9
z
F-
C7
J
w
Q
0
U
w
0
0
J
c0
w�
N } Q
`7 U E
in co R7
Fn 2
n
o
U
V
% O W
O N Q'
U � Q
W
U
a
x
w
W
U
a
F
Z
of
.1
z
O
F=
a
a
O uj
W
m
z
w
O
U
to
LL
O
J
H
O
F-
m v w
C O = F_
Y
c £ E d E
-)aJV <itnWUU
69696969W
4f), 69 (0 69 4P. Q4 4i wg
S O O O pppW pO O O O
v Ln yr .-- R C N
EA 69 vi 69 fA 603�:9 iR Vi fA w v►
O O o O O O O O O O O O
O O O O O O O O O O O O
o o o o o o r r r
N N C) N,
r
L6 m
co co J W W J J W W J J J
00
z
rnrn o0
M M D 6 r
<-NMrr rrt? LI? In
,
rnrnrn W Ln6rnrn
rnrnrn�����r`�rnrn
0
0
c
r�
OD
v
H
Fa-
O
F-
n
z
9
C)
H
z
W
O
U
w
F-
w
Q m 0
� F-
O m LL C)
U z DDLo
g 16
w a Qar nw
LL d
cn a J (� W 111 m
W — W O m} w
j w F a 0
O f - �aW�a
U Q W w w w
UcoQQ =
Lt F-
Q OFF -WZ0 W
U O jO��
Ocncnz0:50
Q Q 0<
LL U U Z
U J ? ~
L�Ir F- ZQcAZ
w o b a m m w o
a.Zazwozw
p Q U w O Z g
Z 0 5 0- Q W r_
wco owrfwo- -
Z W W W Q Z W!
d LL LL z Q r
0 W O w
cr
wJ0Z Q�Ww
d
cn> - 0z0=}
Q 0 N J= f n Q
wwLi 00 L.Ld.
F- F- LO ZLLaf 0LL
00^ -0=r
Q :3 wwwz(D w
} W J
00 WF -w
mmQOOOO=
QQa.0mzzF-
N co v u�
`o
v
a
00 w
wgg o
OW a Z Z Z
z
uivwwOO mz
z
O
ap� j
CITY OF "ENTURA
COMMUNITY SERVICES DEPARTMENT
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, ICMA -CM,
BY: Robert M. Sherman, Directo
DATE: April 16, 2012
City age
r of MML nity Services
SUBJECT: Renewal of FDOT Landscape Maintenance Contract for Biscayne
Boulevard
May 1, 2012 City Commission Meeting Agenda Item knc
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution authorizing
the renewal of the attached contract with the Florida Department of Transportation
(FDOT) for landscape maintenance along Biscayne Boulevard from the Oleta River
Bridge to the County line.
FDOT will reimburse the City in the amount of $12,670.29 per year.
RMS /gf
Attachment
RMS12007
CONTRACT #
TURF AND LANDSCAPE MAINTENANCE
JOINT PARTICIPATION AGREEMENT
BETWEEN THE
FLORIDA DEPARTMENT OF TRANSPORTATION
AND THE
CITY OF AVENTURA
This Agreement, is made and entered into this day of , 2012, by and
between the State of Florida Department of Transportation, a component agency of the State of
Florida, hereinafter referred to as the `DEPARTMENT', and the City of Aventura, a municipal
corporation of the State of Florida, hereinafter referred to as the `CITY'.
RECITALS:
WHEREAS, the DEPARTMENT has jurisdiction and maintains the State Road (S.R.)
5/13iscayne Boulevard/US -1 in the CITY; and
WHEREAS, the DEPARTMENT, as part of the continual updating of the State of
Florida Highway System and for the purpose of safety, has created median strips on the State
Highway System within the corporate limits of the CITY; and
WHEREAS, the DEPARTMENT, at the CITY's request, has agreed to reimburse the
CITY for the maintenance of turf and landscape, hereinafter referred to as the `PROJECT', and
WHEREAS, the CITY recognizes that said median strips areas contain turf and
landscape, which shall be maintained in accordance with Exhibit "A ", `Maintenance
Responsibilities', which is herein incorporated by reference; and
WHEREAS, the CITY is currently under maintenance obligations as stipulated in Permit
Number 2001 -L -691 -2 executed by the Department on November 1, 2001; and
WHEREAS, the DEPARTMENT has programmed funding for the PROJECT under
Financial Project Number 407334- 2- 78 -02, and has agreed to reimburse the CITY for turf and
landscape maintenance elements which are outlined in the attached Exhibit `B ", `Project Limits
& Financial Summary', which is herein incorporated by reference; and
WHEREAS, the parties hereto mutually recognize the need for entering into an
Agreement designating and setting forth the responsibilities of each party; and
WHEREAS, the parties are authorized to enter into this Agreement pursuant to Section
339.08(e) and 339.12, Florida Statutes (F.S.);
NOW, THEREFORE, in consideration of the premises, the mutual covenants and other
valuable considerations contained herein, the receipt and sufficiency of which are acknowledged,
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 4073342 -78 -02
Page 1 of 12
the parties agree as follows:
1. INCORPORATION OF RECITALS
The foregoing recitals are true and correct and are incorporated into the body of this
Agreement, as if fully set forth herein.
2. GENERAL REQUIREMENTS
a. The CITY shall submit this Agreement to its CITY Commission for ratification or
approval by resolution. A copy of said resolution is attached hereto as Exhibit
"C ", `City of Aventura's Resolution', and is herein incorporated by reference.
b. The CITY shall not commence the PROJECT until a Notice to Proceed has been
provided from the DEPARTMENT, which shall become the effective date of this
Agreement and shall not precede the date provided on page one (1) of the
Agreement.
The CITY shall be responsible for the maintenance of all areas that have turf and
landscape within the DEPARTMENT's right -of -way as described in Exhibit "A ",
`Maintenance Responsibilities'.
d. The CITY shall be responsible for performing the required maintenance with a
minimum frequency of eighteen (18) times per year for: Small Machine Mowing,
Litter Removal, and Edging & Sweeping and Landscape Maintenance.
All turf and landscape maintenance shall be in accordance with the latest edition
of the State of Florida "Guide for Roadside Mowing" and the latest edition of the
"Maintenance Rating Program ", and Index 546 of the latest FDOT Design
Standards.
f. The CITY shall submit a work schedule to the DEPARTMENT. In addition,
before the CITY starts the work, the DEPARTMENT shall be notified, via fax, of
the state road(s) and the day(s) in which the CITY will be working. The fax shall
be sent to the attention of the North Miami -Dade Maintenance Engineer, at 305-
640 -7197.
g. The CITY shall not be responsible for the clean-up, removal and disposal of
debris from the DEPARTMENT's right of way following a natural disaster (i.e.
hurricane, tornados, etc.). However, the cost of any cycle or part thereof impaired
by any such event may be deducted from the DEPARTMENT's affected quarterly
payment to the CITY.
h. It is understood between the parties hereto that all the landscaping covered by this
Agreement may be removed, relocated or adjusted at any time in the future as
found necessary by the DEPARTMENT in order that the adjacent state road be
widened, altered or otherwise changed and maintained to meet with future criteria
or planning of the DEPARTMENT.
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 2 of 12
i. The CITY shall not plant additional landscaping within the limits of the
PROJECT, without prior written approval by the DEPARTMENT, in accordance
with Florida Administrative Code Rule 14- 40.003. Such approval shall be in the
form of a separate written agreement that will require the CITY to properly
construct and maintain the additional landscaping without compensation from the
DEPARTMENT.
J. This Agreement shall not obligate the DEPARTMENT to pay the CITY to
maintain any additional landscaping, planted after the effective date of this
Agreement, within the limits of the PROJECT, and shall not obligate the CITY to
maintain any such additional landscaping.
3. FINANCIAL PROVISIONS
a. Eligible PROJECT costs may not exceed TWELVE THOUSAND SIX
HUNDRED SEVENTY DOLLARS AND TWENTY NINE CENTS
($12,670.29), as outlined in Exhibit "B ", `Project Limits & Financial Summary'.
b. The DEPARTMENT agrees to pay the CITY for the herein described services at a
compensation as detailed in this Agreement.
c. The CITY shall furnish the services with which to maintain the PROJECT
LIMTS. Said PROJECT consists of services as detailed in Exhibit "A" of this
Agreement.
d. Payment shall be made only after receipt and approval of goods and services
unless advanced payments are authorized by the DEPARTMENT's Comptroller
under Section 334.044(29), F.S., or by the Department of Financial Services
under Section 215.422(14), F.S.
e. The CITY shall provide the following quantifiable, measurable and verifiable
units of deliverables. Each deliverable must specify the required minimum level
of service to be performed and the criteria for evaluating successful completion.
Said deliverables consists of-
i. Small Machine Mowing
ii. Litter Removal
iii. Edging and Sweeping
iv. Landscape Maintenance
f. Invoices shall be submitted by the CITY in detail sufficient for a proper pre -audit
and post audit thereof, based on the quantifiable, measurable and verifiable units
of deliverables as established in Section c above and Exhibit `B ". Deliverables
must be received and accepted in writing by the DEPARTMENT's Project
Manager prior to payments.
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 3 of 12
g. Supporting documentation must establish that the deliverables were received and
accepted in writing by the CITY and that the required minimum level of service to
be performed based on the criteria for evaluating successful completion as
specified in Section e has been met.
h. Travel costs will not be reimbursed.
i. The CITY providing goods and services to the DEPARTMENT should be aware
of the following time frames. Upon receipt, the DEPARTMENT has five (5)
working days to inspect and approve the goods and services. The
DEPARTMENT has twenty (20) days to deliver a request for payment (voucher)
to the Department of Financial Services. The twenty (20) days are measured from
the latter of the date the invoice is received or the goods or services are received,
inspected, and approved.
J. If a payment is not available within forty (40) days, a separate interest penalty at a
rate as established pursuant to Section 55.03(1), F.S., will be due and payable, in
addition to the invoice amount, to the CITY. Interest penalties of less than one
(1) dollar will not be enforced unless the CITY requests payment. Invoices have
to be returned to the CITY because of CITY preparation errors will result in a
delay in the payment. The invoice payment requirements do not start until a
properly completed invoice is provided to the DEPARTMENT.
k. A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this individual include acting as an advocate for the CITY
who may be experiencing problems in obtaining timely payment(s) from a state
agency. The Vendor Ombudsman may be contacted at 850 -413 -5516 or by
calling the Department of Financial Services Hotline 1- 877 - 693 -5236.
1. Records of costs incurred under the terms of this Agreement shall be maintained
and made available upon request to the DEPARTMENT at all times during the
period of this Agreement and for five (5) years after final payment is made.
Copies of these documents and records shall be furnished to the DEPARTMENT
upon request. Records of costs incurred include the CITY's general accounting
records and the project records, together with supporting documents and records,
of the contractor and all subcontractors performing work on the project, and all
other records of the contractor and subcontractors considered necessary by the
DEPARTMENT for a proper audit of costs.
m. In the event this contract is for services in excess of $25,000.00 and a term for a
period of more than 1 year, the provisions of Section 339.135(6)(a), F.S., are
hereby incorporated:
"The DEPARTMENT, during any fiscal year, shall not expend money, incur
any liability, or enter into any contract which, by its terms, involves the
expenditure of money in excess of the amounts budgeted as available for
expenditure during such fiscal year. Any contract, verbal or written, made in
violation of this subsection is null and void, and no money may be paid on
such contract. The DEPARTMENT shall require a statement from the
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 4of12
Comptroller of the DEPARTMENT that such funds are available prior to
entering into any such contract or other binding commitment of funds.
Nothing herein contained shall prevent the making of contracts for periods
exceeding 1 year, but any contract so made shall be executory only for the
value of the services to be rendered or agreed to be paid for in succeeding
fiscal years; and this paragraph shall be incorporated verbatim in all contracts
of the DEPARTMENT which are for an amount in excess of TWENTY FIVE
THOUSAND DOLLARS ($25,000.00) and which have a term for a period of
more than 1 year."
n. The DEPARTMENT's obligation to pay is contingent upon an annual
appropriation by the Florida Legislature.
o. The CITY:
i. Shall utilize the U.S. Department of Homeland Security's E- Verify system
to verify the employment eligibility of all new employees hired by the
CITY during the term of the contract; and
ii. Shall expressly require any subcontractors performing work or providing
services pursuant to the state contract to likewise utilize the U.S.
Department of Homeland Security's E- Verify system to verify the
employment eligibility of all new employees hired by the subcontractor
during the contract term.
4. COMMUNICATIONS
All notices, requests, demands, consents, approvals, and other communication which are
required to be served or given hereunder, shall be in writing and shall be sent by certified
U.S. mail, return receipt requested, postage prepaid, addressed to the party to receive such
notices as follows:
To DEPARTMENT: Florida Department of Transportation
1000 NW 111th Avenue, Room 6205
Miami, FL 33172 -5800
Attention: District Maintenance Engineer
To CITY: City of Aventura
19200 West Country Club Drive
Aventura, FL 33180
Attention: CITY Manager
Notices shall be deemed to have been received by the end of five (5) business days from the
proper sending thereof unless proof of prior actual receipt is provided.
5. INVOICING
a. The CITY shall submit quarterly invoices for DEPARTMENT review, approval,
and payment in accordance with this Agreement. Quarterly payments will be
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 5 of 12
made upon invoice approval in an amount not to exceed one fourth of the eligible
PROJECT costs. Each invoice shall include proof that the areas under this
Agreement were maintained using specified frequencies, at minimum. The
supporting documents showing proof of work can be properly executed payroll, or
time records, or Contractor's invoices, or vouchers evidencing in proper detail the
nature and propriety of the charges.
b. In the event temporary work by the DEPARTMENT's forces or by other
Contractors temporarily prevent the CITY from performing the work described in
this Agreement, the DEPARTMENT shall deduct from the affected quarterly
payment(s) the acreage affected area and only compensate the CITY for the actual
work it performs.
i. The DEPARTMENT shall initiate this procedure only if the temporary
work prevents the CITY from performing it work for a period of one (1)
month or longer.
c. In the event this Agreement is terminated as established in Section 8 herein, no
payment will be prorated for the quarter in which termination occurs.
6. MAINTENANCE DEFICIENCIES
If the District Maintenance Engineer determines that the CITY is not accomplishing its
responsibilities under this Agreement, said District Maintenance Engineer may issue written
notice, in care of the CITY on notice thereof. Thereafter, the CITY shall have a period of
thirty (30) calendar days within which to correct the cited deficiency or deficiencies. If said
deficiencies are not corrected within this time period the DEPARTMENT may, at its option,
proceed as follows:
a. Maintain the median or roadside area(s) declared deficient with DEPARTMENT
and/or a Contractor's material, equipment and personnel. The actual cost for such
work will be deducted from the DEPARTMENT's affected quarterly payment to
the CITY; or
b. Terminate this Agreement.
7. EXPIRATION /RENEWAL
This Agreement is for a term of one (1) year beginning on the date provide in the Notice to
Proceed; and may be renewed twice, only if mutually agreed to in writing by the
DEPARTMENT and the CITY. Any such renewal shall be subject to the same terms and
conditions set forth in this Agreement, and shall be contingent upon both satisfactory CITY
performance evaluations by the DEPARTMENT and the availability of funds.
This Agreement may be extended if mutually agreed in writing by both parties, for a period
not to exceed six (6) months and shall be subject to the same terms and conditions set forth in
this Agreement. There shall be only one (1) extension of this Agreement.
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 6 of 12
8. TERMINATION
This Agreement, or part hereof, is subject to termination under any one of the
following conditions:
a. In the event the DEPARTMENT exercises the option identified by Section 6 of
this Agreement.
b. As mutually agreed by both parties.
c. In accordance with Section 287.058(1)(c), F.S., the DEPARTMENT shall reserve
the right to unilaterally cancel this Agreement if the CITY refuses to allow public
access to any or all documents, papers, letters, or other materials made or received
by the CITY pertinent to this Agreement which are subject to provisions of
Chapter 119, of the F.S.
9. ENTIRE AGREEMENT
This Joint Participation Agreement is the entire Agreement between the parties hereto, and it
may be modified or amended only by mutual consent of the parties in writing.
10. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of
Florida.
11. AMENDMENT
This Agreement may be amended by mutual agreement of the DEPARTMENT and the CITY
expressed in writing, executed and delivered by each party.
12. INVALIDITY
If any part of this Agreement shall be determined to be invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby, if such remainder continues to
conform to the terms and requirements of applicable law.
13. INDEMNIFICATION
Subject to Section 768.28, Florida Statutes, as may be amended from time to time, the CITY
shall promptly indemnify, defend, save and hold harmless the DEPARTMENT, its officers,
agents, representatives and employees from any and all losses, expenses, fines, fees, taxes,
assessments, penalties, costs, damages, judgments, claims, demands, liabilities, attorneys
fees, (including regulatory and appellate fees), and suits of any nature or kind whatsoever
caused by, arising out of, or related to the CITY'S exercise or attempted exercise of its
responsibilities as set out in this AGREEMENT, including but not limited to, any act, action,
neglect or omission by the CITY, its officers, agents, employees or representatives in any
way pertaining to this agreement, whether direct or indirect, except that neither the CITY nor
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 7 of 12
any of its officers, agents, employees or representatives will be liable under this provision for
damages arising out of injury or damages directly caused or resulting from the sole
negligence of the DEPARTMENT.
The CITY'S obligation to indemnify, defend and pay for the defense of the DEPARTMENT,
or at the DEPARTMENT'S option, to participate and associate with the DEPARTMENT in
the defense and trial of any claim and any related settlement negotiations, shall be triggered
immediately upon the CITY'S receipt of the DEPARTMENT'S notice of claim for
indemnification. The notice of claim for indemnification shall be deemed received if the
DEPARTMENT sends the notice in accordance with the formal notice mailing requirements
set forth in Section 5 of this AGREEMENT. The DEPARTMENT'S failure to notify the
CITY of a claim shall not release the CITY of the above duty to defend and indemnify the
DEPARTMENT.
The CITY shall pay all costs and fees related to this obligation and its enforcement by the
DEPARTMENT. The indemnification provisions of this section shall survive termination or
expiration of this AGREEMENT, but only with respect to those claims that arose from acts
or circumstances which occurred prior to termination or expiration of this AGREEMENT.
The CITY'S evaluation of liability or its inability to evaluate liability shall not excuse the
CITY'S duty to defend and indemnify the DEPARTMENT under the provisions of this
section. Only an adjudication or judgment, after the highest appeal is exhausted, specifically
finding the Department was solely negligent shall excuse performance of this provision by
the CITY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the day
and year above written.
CITY OF AVENTURA: STATE OF FLORIDA, DEPARTMENT
OF TRANSPORTATION:
BY: BY:
CITY MANAGER Director, District Transportation
Operations
ATTEST:
(SEAL)
CITY CLERK
CITY ATTORNEY
ATTEST:
(SEAL) EXECUTIVE SECRETARY
LEGAL REVIEW:
DISTRICT CHIEF COUNSEL
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 8of12
Exhibit "A"
Maintenance Responsibilities
The CITY shall be responsible for the maintenance of all turf and landscape areas within the
DEPARTMENT's right of way on S.R. 5 /Biscayne Boulevard/US -1, in accordance with all
applicable DEPARTMENT guidelines, standards, and procedures, which shall include but
shall not be limited to the Maintenance Rating Program Handbook, as may be amended from
time to time. Additionally, the CITY shall maintain the all turf and landscape areas in
accordance with the International Society of Arboriculture standards, guidelines, and
procedures, as may be amended from time to time. The CITY'S maintenance obligations
shall include but not be limited to:
a. Mowing, cutting and/or trimming and edging the grass and turf.
b. Pruning all plant materials, which include trees, shrubs and ground covers, and
parts thereof.
C. Maintaining existing decorative bricks, mulch and other aesthetic features
currently found within these corridors.
d. Fertilizing, insecticide, pesticide, herbicide and watering will be required to
maintain the current landscape and turf in its current healthy condition.
e. Pruning such parts thereof which may present a visual or other safety hazard for
those using or intending to use the right -of -way.
f. Removing and disposing of all undesirable vegetation including but not limited to
weeding of plant beds and removal of invasive exotic plant materials.
g. Removing and properly dispose of dead, diseased or otherwise deteriorated plants
in their entirety.
h. Removing and disposing of all trimmings, roots, branches, litter, and any other
debris.
i. Submitting Lane Closure Requests to the DEPARTMENT when maintenance
activities will require the closure of a traffic lane in the DEPARTMENT'S right -
of -way. Lane closure requests shall be submitted through the District Six Lane
Closure Information System, to the DEPARTMENT's area Permit Manager and
in accordance with the District Six Lane Closure Policy, as may be amended from
time to time.
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 9 of 12
FDOT Financial Project Number: 407334- 2 -78 -02
County: Miami -Dade
FDOT Project Manager: Alex Perez, P.E. 305- 640 -7197
CITY Project Manager: Mr. Eric M. Soroka, City Manager
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project # 407334- 2 -78 -02
Page 10 of 12
Exhibit "B"
Project Limits & Financial Summary
Below are the PROJECT limits and acreage of the areas to be maintained by the CITY under this
Agreement.
TOTAL ANNUAL AMOUNT ELIGIBLE FOR REIMBURSEMENT: $12,670.29
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project# 407334- 2 -78 -02
Page 11 of 12
Exhibit "C"
City of Aventura's Resolution
To be herein incorporated once approved by the CITY Commission.
Turf and Landscape Maintenance Joint Participation Agreement
between the Florida Department of Transportation and the City of Aventura
Financial Project 407334- 2 -78 -02
Page 12 of 12
RESOLUTION NO. 2012-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED CONTRACT FOR LANDSCAPE
MAINTENANCE WITHIN THE FLORIDA DEPARTMENT OF
TRASNPORTATION RIGHT -OF -WAY ON BISCAYNE BOULEVARD
FROM THE OLETA RIVER BRIDGE NORTH TO THE MIAMI -
DADE/BROWARD COUNTY LINE BY AND BETWEEN THE CITY OF
AVENTURA AND THE FLORIDA DEPARTMENT OF TRANSPORTATION;
AUTHORIZING THE CITY MANAGER TO TAKE NECESSARY AND
EXPEDIENT ACTION TO CARRY OUT THE AIMS OF THIS RESOLUTION;
AND PROVIDING FOR AN EFFECTIVE DATE.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized to execute the attached Contract
by and between the City of Aventura and the Florida Department of Transportation to
provide landscape maintenance services on the Florida Department of Transportation
Right -of -way on Biscayne Boulevard from the Oleta River bridge north to the Miami-
Dade /Broward County line.
Section 2. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its adoption.
The foregoing resolution was offered by Commissioner , who moved its
adoption. The motion was seconded by Commissioner , and upon being put to a
vote, the vote was as follows:
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez- Weinberg
Mayor Susan Gottlieb
Resolution No.2012-
Page 2
PASSED AND ADOPTED this 1St day of May, 2012.
SUSAN GOTTLIEB, MAYOR
ATTEST:
TERESA M. SOROKA, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
CITY OF AVENTURA
FINANCE DEPARTMENT
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, ICMA -CM, City N fanager
BY: Brian K. Raducci, Finance Director
DATE: April 25, 2012
SUBJECT: Resolution Awarding Contract for Banking Services
May 1, 2012 Commission Meeting Agenda Item 6 --b
Recommendation
It is recommended that the City Commission adopt the attached Resolution which
awards and lets a contract for the City's General Banking Services to Bank of America,
N.A. in accordance with Request for Proposal # 12- 03 -05 -2 and authorizes the City
Manager to execute associated contracts.
Background
At the April 3, 2012 Commission meeting, the City Commission authorized the City
Manager to negotiate with the top ranked bank and if unsuccessful with the next ranked
bank. You may recall that the Evaluation Committee ranked Bank of America, N.A. as
the top ranked bank.
The Agreement for the City's Banking Services with Bank of America, N.A. (the "Bank "),
encompasses the following documents and in the event of conflict among any of said
documents, such documents shall govern in the following order:
1) Agreement for Government Banking Services (attached)
2) the City's RFP (as modified in section 5 of this Agreement) (available on file)
3) the Bank's negotiated Treasury Services Terms and Conditions booklet
excluding the section Protection From Third Parties on page 59 in its entirety
(including user documentation and set -up forms) (attached) and
4) the Bid Response (available on file)
The Treasury Services Terms and Conditions booklet is designed to be all
encompassing so that in the event the City decides to add services in the future, we will
not need to execute a new agreement but rather just the forms related to said service.
Page (2)
Memo to City Commission
Banking Services Agreement
Agreement Highlights
✓ This Agreement is for an initial term of five (5) years which shall commence upon the
date of contract commencement as specified in the Notice to Proceed and shall
terminate five (5) years from that date. The City reserves the right to extend the
Contract for one (1) additional three (3) year term and another one (1) additional two
(2) year term providing; (a) both parties to the Contract agree to the extension; (b) all
the terms, conditions, and specifications remain the same, subject to satisfactory
performance by the Contractor and determination that renewal is in the best interest
of the City.
✓ All prices, terms, and conditions shall remain firm for the initial period of the contract
and for any renewal period unless modified or canceled in accordance with
provisions of the accepted proposal or resulting two -party agreement. The price of
the banking services will be in accordance with those submitted by the Bank in
"Appendix A" of their Bid Response.
The Agreement for Government Banking Services and the Bank's negotiated Treasury
Services Terms and Conditions booklet have been reviewed and approved by the City
Attorney.
Based on the foregoing, the Evaluation Committee recommends that the City
Commission adopt the attached Resolution which awards and lets a contract for the
City's General Banking Services to Bank of America, N.A. in accordance with Request
for Proposal # 12- 03 -05 -2 and authorizes the City Manager to execute associated
contracts. Upon your review, if you have any questions, please feel free to contact the
City Manager.
Agreement for Government Banking Services
This Agreement for Government Banking Services (the "Agreement ") is made as of this
day of May, 2012, between the City of Aventura (the "City ") and Bank of America,
N.A., (the `Bank ") a national banking association.
WHEREAS, the City issued a Request for Proposal ( "RFP ") — `Banking Services for the
City of Aventura — RFP 12- 03 -05 -2" as more fully identified below, for providing
banking services identified in the RFP (the "Services "); and
WHEREAS, the Bank was the successful bidder under the RFP, having submitted its bid
response, (the "Bid Response ") which was opened on March 5, 2012; and
WHEREAS, the parties wish to enter into this Agreement for the purpose of specifying
the term and constituent documents of the agreement between City and Bank regarding
the Services;
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the parties hereby agree as follows:
1. Integrated Agreement. The entire and integrated agreement between City and Bank
related to the Services shall consist of this Agreement, the City's RFP as modified
by client's Bid Response, Bank's negotiated Treasury Services Terms and
Conditions booklet (including user documentation and set -up forms) and Bank's Bid
Response. In the event of conflict among any of the preceding documents, such
documents shall govern in the following order of precedence: (1) this Agreement, (2)
the City's RFP (as modified in section 5 of this Agreement), (3) Bank's negotiated
Treasury Services Terms and Conditions booklet excluding the section Protection
From Third Parties on page 59 in its entirety (including user documentation and set-
up forms) and (4) the Bid Response. The integrated agreement supersedes all prior
negotiations, representations, statements and agreements, whether written or oral,
regarding the Services.
2. Commencement of Performance. Except as otherwise agreed by the parties, Bank
shall begin performing each Service upon execution and delivery of this Agreement,
the pertinent service -level agreement and the related set -up forms. Bank shall
continue to perform such Services during the term of this Agreement.
Term. This Agreement is for an initial term of five (5) years which shall commence
upon the date of contract commencement as specified in the Notice to Proceed and
shall terminate five (5) years from that date. The City reserves the right to extend
the Contract for one (1) additional three (3) year term and another one (1) additional
two (2) year term providing; (a) both parties to the Contract agree to the extension;
(b) all the terms, conditions, and specifications remain the same, subject to
satisfactory performance by the Contractor and determination that renewal is in the
best interest of the City.
All prices, terms, and conditions shall remain firm for the initial period of the contract
and for any renewal period unless modified or canceled in accordance with provisions
of the accepted proposal or resulting two -party agreement.
4. Indemnification. The parties shall indemnify each other when required by law.
Exceptions to the City's RFP.
Assignment -The bank reserves the right to assign to an affiliate without consent.
Subcontracting -The bank reserves the right to use subcontractors without
consent.
Termination -The Bank's negotiated Treasury Services Terms and Conditions
booklet will govern termination rights.
6. Notices. Except as may otherwise be specified in the applicable service -level
agreement or set -up form, notices to City and Bank shall be sent to the
addresses set forth below:
City: Eric M. Soroka, ICMA -City Manager
City of Aventura
19200 W. Country Club Drive
Aventura, FL 33180
Telephone No. (305) 466 -8910
Facsimile No. (954) 466 -8919
Copy To: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
200 East Broward Blvd., Suite 1900
Fort Lauderdale, FL 33301
Telephone No. (954) 763 -4242
Facsimile No. (954) 764 -7770
Bank:
Changes in the respective address set forth above may be made from time to time by
any party upon written notice to the other party.
In witness whereof, the parties have executed this Agreement as of the date first written
above.
CITY OF AVENTURA
By:
[Signature]
Eric M. Soroka
Name:
Witness:
[Signature]
Name:
[Type or Print]
Title: ICMA — City Manager Title:
[Type or Print]
APPROVED AS TO FORM
OFFICE OF THE CITY ATTORNEY
BANK OF AMERICA, N.A.
m-
[Signature]
Name:
[Type or Print]
Title:
[Type or Print]
[Type or Print]
[Type or Print]
IC
[Signature]
Name:
[Type or Print]
Title:
[Type or Print]
Treasury Services
Terms and Conditions
AUTHORIZATION AND AGREEMENT FOR TREASURY SERVICES
I am an authorized representative of the organization specified below (the "Client "). The Client has received Bank of
America's Treasury Services Terms and Conditions Booklet (the "Booklet ") in the form and with the content posted on the
website of Bank of America and agrees to adhere to the Booklet and any applicable User Documentation from Bank of
America ( "Bank "). The Services covered by the Booklet and the banks providing Services are listed on the accompanying
List of Banks and Services, which we may change from time to time. Capitalized terms used in this Authorization and
Agreement form, not otherwise defined, have the meanings given to them in the Booklet.
After I sign below on behalf of the Client, the Client may from time to time request the Bank to provide any of the Services
described in the Booklet. The Client may begin to use any such Service once Bank has approved such use and has received
all required and properly executed forms and the Client has successfully completed any testing and training requirements.
The Booklet supersedes other agreements between the Client and the Bank, as described under the General Matters heading
in the Booklet, with regard to the provision of Services.
I warrant that the Client has taken all action required by its organizational or constituent documents to authorize me to
execute and deliver on behalf of the Client this Authorization and Agreement form and any other documents the Bank may
require with respect to a Service. I am authorized to enter into all transactions contemplated by the provision of Services to
the Client. These may include, but are not limited to, giving the Bank instructions with regard to Electronic Funds Transfer
Services and designating employees or agents to act in the name and on behalf of the Client.
Guidelines for completion:
If Client is a:
Who must sign:
corporation ................................... ...............................
any authorized officer
limited liability company ............. ...............................
all members, or any authorized officer*
partnership (general or l imited) .... ...............................
any general partner
limited liability partnership .......... ...............................
the managing partner*
sole proprietorship ........................ ...............................
the sole proprietor
governmental entity ...................... ...............................
the Treasurer*
* Includes any individual authorized under Client's charter or organizational or constituent documents. The legal name of any
member, managing member, manager or general partner who is signing and who is not an individual must appear in the
signature block. Note that in most cases the client must also complete the Certification form which follows.
(ORGANIZATION'S /CLIENT'S LEGAL NAME)
[Signature of Authorized Representative]
[Print Name of Authorized Representative]
[Print title of Authorized Representative (include the legal
name of any member, managing member, manager, or
general partner who is signing and who is not an
individual)]
The following addresses my be used for giving notices in
connection with this Booklet except as you or we provide
the other different addresses to be used in conjunction
with your accounts or particular Services.
Address for Client Notices:
Telephone ( )
Fax:( )
Dated
[Signature of Authorized Representative, if two are
required by Client]
[Print Name of Authorized Representative]
[Print title of Authorized Representative (include the legal
name of any member, managing member, manager, or
general partner who is signing and who is not an
individual)]
Address(es) for Bank Notices:
Bank of America, N.A.
Documentation Management (CA4.706- 04 -07)
P.O. BOX 27128
Concord, CA 94527 -9904
Fax: ( 925 ) 675 -7131
and, if filled in; the following:
Telephone ( )
Fax: ( )
AUTHORIZATION AND AGREEMENT CERTIFICATION
I certify that each signature appearing on the previous page for Client is the true signature of a person authorized to execute
the form on behalf of Client, and I further certify that I have full authority to execute this certification. The Bank is entitled to
rely upon this certification until written notice of its revocation is delivered to the Bank.
Guidelines for completion: This certification should not be signed by the individual who signed the Authorization and
Agreement.
If Client is a: Who must sign:
corporation ................................... ............................... any authorized officer
limited liability company ............. ............................... any member or authorized officer
partnership (general or limited) .... ............................... any general partner
limited liability partnership .......... ............................... any partner
sole proprietorship ........................ ............................... no signature required
governmental entity ..................... ............................... the entity's counsel, or any other individual as permitted by
the entity's organizational documents
The legal name of any member, managing member, manager or general partner who is signing and who is not an individual
must appear in the signature block.
Note: If Client is not a U.S. based entity, it is not required to complete this certification, but must provide authorizing
certificates or mandates.
Dated
(ORGANIZATION'S /CLIENT'S LEGAL NAME)
[Signature of Certifying Representative]
[Print Name of Certifying Representative]
[Print title of Certifying Representative (include the legal
name of any member, managing member, manager or
general partner who is signing and who is not an
individual)]
TREASURY SERVICES DELEGATION OF AUTHORITY FORM
This form is optional and is to be used when you wish to delegate authority to sign various authorization forms to someone other than
the person who signed the Authorization and Agreement form in the front of this Booklet.
By signing below, you authorize the incumbent of the specified position listed in Section A or each person listed in Section B below,
acting alone, to execute documents that we may request, and any amendments or renewals thereof, pertaining to the use of Services,
including but not limited to designating one or more persons (which may include himself or herself) authorized to initiate, amend,
cancel, confirm or verify the authenticity of instructions to us for Services, whether given orally, electronically or by facsimile in-
structions, and to revoke any authorization granted to any such person, as he or she deems appropriate. The signer of this form has the
same authority described above for each Service with us, unless otherwise specified. We are entitled to rely upon this delegation until
written notice of its revocation is received by us.
Guidelines for completion: Fill out either section A or section B, or both, depending on your needs.
• To delegate authority to any person holding a specific title, fill out section A.
• To delegate authority to specific individuals by name, fill out section B.
For each name or title, indicate "All" in the "Service" column if the person or title has authority to sign documents for all Services
which you receive from us. Otherwise, indicate specific Services for which the person or title has authority. For each name or title,
indicate the entity or entities for which the person or title has authority to sign documents.
A. TO DELEGATE AUTHORITY TO ANY PERSON HOLDING SPECIFIC POSITIONS
Title Service F,ntity
B. TO DELEGATE AUTHORITY TO SPECIFIC INDIVIDUALS
Name Service Entity Specimen Signature
CLIENT AUTHORIZATION
Client Authorization Instructions: The same person who signed the Authorization and Agreement for Treasury Services form must
sign this Treasury Services Delegation of Authority form.
Dated
(ORGANIZATION'S /CLIENT'S LEGAL NAME)
[Signature of Authorized Representative]
[Print Name of Authorized Representative]
[Print title (include the legal name of any member, managing
member, manager or general partner who is signing and who
is not an individual)]
TABLE OF CONTENTS
INTRODUCTION............................................................................................ ..............................1
TREASURYSERVICES ................................................................................. ..............................2
ACCOUNTRECONCILEMENT ...................................................................... ..............................2
AUTOMATED CLEARING HOUSE ( ACH) .................................................... ..............................2
AUTOMATED CLEARING HOUSE (ACH) BLOCKS AND AUTHORIZATIONS ....................5
ACHPOSITIVE PAY ........................................................................................ ..............................5
CASHPAY® ...................................................................................................... ...............................
7
CHECK ISSUANCE AND DOCUMENT PRINTING ...................................... ..............................8
CHECKTRUNCATION ................................................................................... ...............................
9
CLIENT - PRINTED DRAFTS ............................................................................ ..............................9
COIN AND CURRENCY ORDERS ................................................................. .............................10
COLLECTIONLETTERS .............................................................................. ...............................
I I
CORPORATECARD ........................................................................................ .............................11
COMMERCIAL DEPOSITS ............................................................................. .............................15
COMMERCIAL PREPAID CARD ................................................................... .............................20
CONTROLLED BALANCE ACCOUNTS ....................................................... .............................21
CONTROLLED DISBURSEMENT ............................................................... ...............................
22
CUSTOMER - INITIATED PAYMENTS .......................................................... .............................23
DATA AGGREGATION AND USAGE SERVICE ......................................... .............................23
ELECTRONIC BILL PAYMENT CONSOLIDATION ................................... .............................26
ELECTRONIC DATA INTERCHANGE (EDI) ............................................... .............................26
ELECTRONIC FOREIGN EXCHANGE ......................................................... .............................27
ELECTRONICSTOP PAYMENT .................................................................... .............................29
IMAGESERVICES .......................................................................................... .............................29
INFORMATIONREPORTING ...................................................................... ...............................
30
LOCKBOX...................................................................................................... ...............................
31
NOTIFICATION SERVICE .............................................................................. .............................32
PAYMENT AND INVOICE PROCESSING SERVICES ................................ .............................32
POSITIVEPAY ................................................................................................. .............................35
RECLEAR....................................................................................................... ...............................
36
RE- PRESENTMENT CHECK (RCK) .............................................................. .............................36
TAXPAYMENTS ............................................................................................. .............................37
WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS .............39
ELECTRONICTRADE SERVICES ............................................................. .............................43
COLLECTIONS................................................................................................ .............................43
STANDBY AND COMMERCIAL LETTERS OF CREDIT- ISSUED ............ .............................44
OPENACCOUNT ............................................................................................. .............................46
STANDBY LETTERS OF CREDIT- ADVISED (CONFIRMED/UNCONFIRMED) ..................47
COMMERCIAL LETTERS OF CREDIT- ADVISED (CONFIRMED/UNCONFIRMED) .........48
INFORMATION REPORTING AND IMAGE ACCESS ................................. .............................50
SUPPLYCHAIN ............................................................................................... .............................50
SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION
FOR ALL ELECTRONIC TRADE SERVICES ............................................... .............................51
GENERALPROVISIONS .............................................................................. .............................52
ACCESSING SERVICES VIA THE INTERNET ............................................ .............................52
CHANGESTO A SERVICE ............................................................................. .............................53
COMMUNICATIONS.................................................................................... ...............................
53
CONFIDENTIALITY..................................................................................... ...............................
53
CURRENCYEXCHANGE RATES ............................................................... ...............................
55
E- STATEMENTS ............................................................................................ ...............................
55
FACSIMILESIGNATURES ............................................................................. .............................55
GENERALMATTERS ................................................................................... ...............................
56
GOVERNINGLAW .......................................................................................... .............................57
LIMITATION OF LIABILITIES .................................................................... ...............................
57
OVERDRAFTS............................................................................................... ...............................
58
PAYMENTFOR SERVICES ............................................................................ .............................58
PROTECTION FROM THIRD PARTIES ...................................................... ...............................
59
REPRESENTATIONS AND WARRANTIES .................................................. .............................59
RESOLUTION OF DISPUTES ......................................................................... .............................59
SOFTWARE LICENSE .................................................................................... .............................60
SUSPENSION AND TERMINATION ............................................................. .............................63
GLOSSARYOF TERMS ................................................................................ .............................65
INTRODUCTION
Thank you for choosing the Bank of America Corporation group of financial institutions for your worldwide
treasury management business needs. We appreciate the opportunity to serve you. If you have any questions about
our extensive array of treasury services (including the locations where each service is available) or about this
Booklet, please contact your treasury services representative.
Capitalized terms used in this Booklet are defined in the Glossary. The terms "we," "us" and "our" refer to each of
the Bank of America Corporation subsidiary banks which provide you a particular Service under the terms of this
Booklet. The terms "you" and "your" refer to each Client identified on the Authorization and Agreement for
Treasury Services.
This Booklet contains the terms and conditions under which we provide you worldwide treasury services. It is used
in conjunction with the Account Agreement which covers account terms and conditions. Please read this Booklet
carefully and keep it for your records.
By signing and returning the Authorization and Agreement form in the front of this Booklet, you agree to the
General Provisions section of this Booklet (which contains terms and conditions applicable to all Services), except
that you agree to the Software License section of the General Provisions only to the extent we provide you Software
in connection with one or more Services. You also agree to those portions of the Treasury Services and Electronic
Trade Services sections of this Booklet which contain the specific terms and conditions that relate to the Services we
provide to you. If you would like an additional Service, it will be covered by the terms and conditions of this
Booklet once we have approved your use of the Service. You may begin using the Service when we have received
all required and properly executed forms and you have successfully completed any testing or training requirements.
To assist in our establishment or maintenance of overdraft limits or other processing arrangements, or to assist in our
compliance with applicable laws, rules and regulations, you shall provide us with such financial and/or other
information as we reasonably request.
Whenever you use any of the Services covered by this Booklet, you agree to be bound by these terms and
conditions, as amended from time to time, and to follow the procedures in the applicable Materials.
TREASURY SERVICES
We offer a wide variety of treasury services. Each Service has many features and options. Your treasury services
representative will be happy to describe these to you and to recommend those that will best meet your needs.
A List of Banks and Services is enclosed with this Booklet. This list includes the names of each Bank of America
Corporation subsidiary bank offering Services under this Booklet and the names under which we currently offer
those Services. Please contact your treasury services representative at any time if you wish to receive an updated list.
ACCOUNT RECONCILEMENT
Our Account Reconcilement Services will help you reconcile and manage the credit and debit activity in your
accounts. Detailed information regarding the features offered for such Services is available in the applicable User
Documentation.
Your use of an Account Reconcilement Service does not affect any of your obligations, which are described in the
applicable Account Agreement, to discover and report with respect to your accounts (including joint accounts where
permitted): (i) unauthorized signatures, alterations or endorsements on checks and (ii) unauthorized Requests and
other discrepancies. Your use of this Service or our receipt of information associated with this Service does not
increase our duty with respect to accounts or the payment of checks.
AUTOMATED CLEARING HOUSE (ACH)
This section applies only to ACH Services within the United States of America and does not apply to cross - border
ACH transactions and other International Electronic Funds Transfer Services which are covered by the Wire
Transfers and International Electronic Funds Transfers section in this Booklet.
Our ACH Services allow you to transfer funds to or from your accounts by initiating Entries which may be sent
through the ACH system or processed directly to accounts with us.
We may send Entries to any ACH processor selected by us or directly to another bank. Each ACH Service is
described in the applicable User Documentation. You authorize us to issue Depository Transfer Checks (DTCs), as
instructed by you or as reasonably determined by us to be appropriate. The capitalized ACH terms appearing in
italics below are defined in the NACHA Rules.
COMPLIANCE WITH NACHA RULES; LAWS; AND ADDITIONAL REQUIREMENTS
You agree to comply with the NACHA Rules for all Entries, whether or not an Entry is sent through the ACH
network. You act as Originator and we act as Originating Depository Financial Institution (ODF1) with respect to
Entries. You will deliver Entries to us as provided in the User Documentation and the NACHA Rules. The NACHA
Rules govern if they conflict with this Booklet, except that the file specification requirements in the User
Documentation govern if they conflict with the NACHA Rules. For Entries that may be processed directly to
accounts with us, debits and returns may be reported on next day information reporting. The User Documentation
will govern if such timing conflicts with the NACHA Rules.
You agree to comply with applicable laws and regulations. You may not use this Service for any illegal transaction
or activity, including under the regulations and laws of the receiver of your transaction. Your compliance includes
adherence to applicable laws and regulations, including United States economic sanctions laws and regulations,
regulations issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury and Executive
Orders issued by the President of the United States.
If you are acting as a third party processor, we may request that you furnish us with additional information. Such
information may include, without limitation, data: (i) regarding your financial condition; (ii) verifying your
customers and the nature of their businesses; and (iii) sufficient for us to determine whether you are working with
additional ODFIs.
Where a preauthorized debit Entry from a consumer's account varies in amount from the previous debit Entry, you
will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and
Regulation E of the Board of Governors of the Federal Reserve System, as applicable.
AUTHORIZED PERSONS
Before using an ACH Service, you give us a written list, in a form acceptable to us, of the persons authorized by you
to verify the authenticity of Entries and Reversal/Deletion Requests in accordance with the Security Procedure and
to perform certain other duties in connection with such Service.
SECURITY PROCEDURE
You agree to use the Security Procedure, if any, when you deliver Entries or Reversal/Deletion Requests to us. The
purpose of the Security Procedure is to verify the authenticity of Entries and Reversal/Deletion Requests delivered
to us in your name and not to detect any errors in the transmission or content of Entries. Each time you use an ACH
Service, you represent and warrant that, in view of your requirements, the Security Procedure is a satisfactory
method of verifying the authenticity of Entries and Reversal/Deletion Requests. You agree that we may act on any
Entries or Reversal/Deletion Requests after we have verified its authenticity through use of the Security Procedure.
WARRANTIES
Each time you use an ACH Service, (i) you warrant that you have obtained appropriate authorization from each
Receiver and that Entries conform to such authorization and comply with the NACHA Rules, and (ii) you make the
same warranties to us as we make under Section 2.2 (or any successor section) of the NACHA Rules.
PAYMENT WITH RESPECT TO ENTRIES
We generally debit your account on the settlement date for credit Entries (including debit Reversals), unless you are
prefunding your Entries. Prefunding means that you are required to pay for all credit Entries before the settlement
date as we may specify, using a Standalone Account. If your account is not a Standalone Account, we may at any
time convert it to a Standalone Account for prefunding. We may, at our discretion, without prior notice to you,
require prefunding before we process your credit Entries. We are not obligated to process any credit Entries, even if
we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and
payable without notice or demand.
You will pay us for the amount of any returned debit Entries (including rejected debit Entries), any adjustment
Entries or any returned DTCs, which we have previously credited to your account. Such amounts shall be
immediately due and payable. You agree that we do not need to send a separate notice of debit Entries or DTCs
which have been returned unpaid. You may request reports containing information regarding returned debit Entries
and DTCs.
ACTING ON ENTRIES
We send Entries to the ACH processor for settlement on the Effective Entry Date shown on the Entries, if we
receive the Entries by the applicable processing deadlines specified in the User Documentation for the ACH Service
being used. We may treat Entries that we receive for processing after a deadline as if received on the next Business
Day. Entries will be deemed received by us when we receive the complete file at the location specified in the User
Documentation.
REJECTION OF ENTRIES
We may reject any Entry that does not comply with the requirements of this Booklet or the applicable User
Documentation, including any ACH processing limits described in the User Documentation, or that we are unable to
verify through use of the Security Procedure. We may also reject any Entry that may be returned for any reason
under the NACHA Rules or if you have breached your payment obligations for any ACH Service we provide to you.
We may also, with immediate notice to you, no longer accept or process your debit Entries.
Notice of rejection will be given to you by telephone, by electronic means, by facsimile or by mail within the time
period specified in the User Documentation and will be effective when given. We are not liable for the rejection of
any Entry and are not obligated to pay you interest for the period before you receive the notice of rejection. If an
Entry is rejected for any reason, it is your responsibility to correct the Entry you intend to resubmit.
REVERSAL OR DELETION
We have no obligation to cancel or amend any Entry after we have received it. If you send us a Reversal /Deletion
Request and we are able to verify the authenticity of the Reversal /Deletion Request using the Security Procedure, we
will make a reasonable effort to act on your Reversal/Deletion Request. We will not be liable to you if such
Reversal/Deletion Request is not effected (for example, but not limited to, if it is returned for non - sufficient funds).
You agree to indemnify us in connection with any such Reversal/Deletion Request as provided in UCC 4A. Your
obligations under this provision will survive the termination of any ACH Service.
PROVISIONAL PAYMENTS
You agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the
Receiving Depository Financial Institution (RDFI) to the Receiver is provisional until the RDFI receives final
settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the
amount credited. This means that the Receiver will not have been paid.
Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final
settlement for the Entry or Reversal. If final settlement is not received, we are entitled to a refund and we may
charge your account for the amount previously credited. We may delay the availability of any amount credited for a
debit Entry or credit Reversal if we believe that there may not be sufficient funds in your account to cover any
chargeback or return of the Entry or Reversal.
INCONSISTENCY OF NAME AND NUMBER
An RDFI can make payment to a Receiver based solely on the account number, even if the name in the Entry differs
from the name on the account. We will send an Entry to an RDFI based solely on the bank identifying number you
provide, even if you provide us with a different RDFI name.
NOTICE OF ACCOUNT STATEMENT DISCREPANCIES
Information concerning Entries will be reflected in your account statements and, in some cases, in the form of
written or electronic advices or reports that are produced by one of our Information Reporting Services. You must
send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice or a
statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not
be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or
erroneous debit to your account or any other discrepancy reflected in the notice or account statement. You must
notify us promptly by telephone or other electronic means approved by us for such purpose, and confirm such notice
in writing, of information concerning an unauthorized or erroneous debit to your account if you learn about or
discover it from any source other than a statement, advice or report from us.
AUTOMATED CLEARING HOUSE (ACH) BLOCKS AND AUTHORIZATIONS
This section applies only to ACH Blocks and Authorizations Services for Entries received in the United States of
America.
With the ACH Blocks and Authorizations Services, you provide us with the authorization criteria for Entries you
desire to receive for debit or credit to your account. We will automatically return any Entry which does not meet
your authorization criteria.
We may also return an Entry that would be returned for any reason under the NACHA Rules. The ACH Blocks and
Authorizations Services do not apply to transactions between you and us, and we may pay Entries which you have
authorized us to originate against your account (e.g., loan or credit card payments), whether or not you have
included these in your authorization criteria. We may also pay any Entries, Reversals or adjustments which we are
required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation.
You are responsible for providing authorization criteria in a manner and form acceptable to us. In your authorization
criteria you may specify a maximum amount for authorized Entries, in which case you must specify the amount in
dollars and cents.
You agree to comply with the NACHA Rules for all Entries. Under the NACHA Rules, credit Entries are
provisional and may be revoked prior to final settlement. If the credit Entry is revoked before final settlement and
final settlement is not received, we may charge your account for any amount previously credited to your account. In
this instance, the person who originated the credit Entry is considered not to have paid you and we do not send a
separate notice regarding such failed payment.
If an ACH Blocks and Authorizations Service is terminated for any reason, we will no longer be obligated to
monitor Entries against your authorization criteria and will receive and accept or return Entries to your account in
accordance with our normal procedures. You still have the right to return Entries in accordance with the NACHA
Rules.
If you also subscribe to our ACH Positive Pay Services as described in this Booklet, you will still need to make your
pay or return decisions under your ACH Positive Pay Services. Such decisions will supersede the terms contained in
your ACH Blocks and Authorizations Services.
ACH POSITIVE PAY
Our ACH Positive Pay Services allow you to identify exception items, and to instruct us whether to pay or return
those items. An exception item is an ACH Entry not previously authorized by you.
On each Business Day, we notify you of ACH debit and credit Entries presented to us for settlement on that
Business Day and which we have identified as exceptions based on authorization information you have provided to
us (as more fully described in the applicable User Documentation). Exceptions are determined by comparing ACH
Entries presented to us (including by other depository institutions, ACH operators or by us) with the authorization
instructions you have provided. Alternatively, you may choose not to authorize any ACH Entries, in which case we
will treat all such ACH Entries as exception items.
On the same day we report exception items to you, you must notify us, by the deadline specified in the applicable
User Documentation, which ACH Entries you want us to pay /accept or which to return. If you fail to notify us by the
deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the
User Documentation. Where required, you will indicate which ACH Entries you want us to return, having been
deemed by you to be unauthorized. Our deadlines, return procedures and procedures for authorizing ACH Entries
are described in the applicable User Documentation. In order to assist you in making your decision whether we
should pay or return exception items, you may wish to contact your trading partner or ACH customer support for
further information. This will not however extend your deadlines to pay or return.
Before using the ACH Positive Pay Services, you must entitle, in a form or manner acceptable to us, the persons
authorized by you to perform certain duties in connection with such ACH Positive Pay Services.
You must access the daily reports of exception items via one of our Websites. Using such Website, you must then
notify us which exception items to pay /accept or which to return. If you fail to notify us by the deadline, we will
handle the exception items in accordance with the prescribed default procedure as outlined in the User
Documentation.
Where available, we provide you a report of exception items. You must then notify us which items to pay /accept or
which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the
prescribed default procedure as outlined in the User Documentation.
Where available you may request to receive certain types of notifications of your exception items. These
notifications are further described in the applicable User Documentation.
By using the ACH Positive Pay Services, you authorize us to return ACH Entries or to pay /accept ACH Entries in
accordance with your authorization instructions and the return procedure in the applicable User Documentation. We
will have no liability for payment of an ACH Entry which is unauthorized if (i) the ACH Entry is included in a
report of exception items; and (ii) you do not give us timely instructions to return the ACH Entry.
You acknowledge that our ACH Positive Pay Services do not preclude our standard ACH processing procedures,
which may cause an ACH Entry to be dishonored even if your instructions do not otherwise require us to return such
ACH Entry.
You acknowledge that if we receive an ACH Entry after the deadline, which is identified as an exception item, the
exception item will be handled as more fully described in the applicable User Documentation.
You acknowledge that our ACH Positive Pay Services are intended to be used to identify and return ACH Entries
which you suspect in good faith are unauthorized. They are not intended to be used as a substitute for authorization
instructions or to delay your pay /accept return decisions on exception items, including and not limited to stop
payment orders on ACH Entries which are not suspected in good faith to be unauthorized. If we suspect or deem, in
our sole discretion, that you are using the ACH Positive Pay Services contrary to those intentions, we may require
you to provide evidence that ACH Entries we return pursuant to your instructions were in fact unauthorized. In
addition, we may hold you liable for losses we sustain on ACH Entries which we are requested to return under such
ACH Positive Pay Services and which you do not reasonably establish as unauthorized ACH Entries.
ACH Positive Pay Services do not apply to transactions between you and us. We may pay Entries which you have
authorized us to originate against your account ( e.g., loan or credit card payments), whether or not you have
included these in your authorization criteria. We may also pay any Entries, Reversals or adjustments which we are
required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation.
If you also subscribe to our ACH Block and Authorization Services, you will still need to make your pay or return
decisions under your ACH Positive Pay Services. Such decisions will supersede the terms contained in your ACH
Block and Authorization Services.
CASHPAYO
Our CashPay® Service allows you to pay your employees and other payees by directly depositing payments to their
CashPay accounts. Your payees can immediately access their money through ATMs, point -of -sale (POS) terminals
and over - the - counter cash access transactions at offices of financial institutions that accept Visa® cards.
CASHPAY FUNDING OPTIONS
You may fund the CashPay accounts in one of two ways: by initiating Entries through the Automated Clearing
House (ACH) system or, upon our approval, by instructing us to transfer funds from a deposit account you maintain
with us. (ACH Services are governed by the ACH section of this Booklet.)
If you choose to pay by the transfer of funds from your account with us, we will debit your account following
receipt of your payment instructions in a mutually agreed -upon format and method. You must have sufficient
Collected and Available Funds in your account to cover the transfer amount. In the event that sufficient funds are
not available at the time of settlement, you agree that we may take steps to protect ourselves, including refusing to
fund CashPay accounts and terminating the CashPay Service (which will not affect funds previously transferred to
CashPay accounts), without incurring any liability to you or your payees.
CERTIFICATION OF ENROLLMENT INFORMATION
You must provide us information for each payee who wishes to open a CashPay account. Each time you provide us
with such information or initiate a transfer of funds to a CashPay account, you certify that the following statements
are true and accurate as of such date:
• The payee is entitled to receive payments issued by you, and is otherwise qualified to participate in the
CashPay program.
• All information provided by you about the payee is correct, including but not limited to the payee's
name, date of birth, physical address, social security number or other identifying information contained
in another form of identification issued by a governmental entity, employment/occupation, method of
verification, country of citizenship, country of residence and source of income.
• If the payee is to receive wage payments through a CashPay account, the payee is legally employable in
the United States of America.
• You have provided the payee the explanatory CashPay Service information that we have provided to you
for that purpose, including the USA PATRIOT Act disclosure, and the payee has authorized the transfer
of wages to the CashPay account.
• The payee has not cancelled the authorization to transfer the wages to the CashPay account.
You agree to notify us promptly of any changes to the payee enrollment information you have provided to us for this
Service or if any employee who has a CashPay Account is no longer employed by you. Upon our request, you will
promptly provide us any additional information for each payee to allow us, among other things, to verify enrollment
information.
ADDITIONAL LIMITATION OF LIABILITY
As a general rule, ATMs cannot dispense cash in increments other than $5, $10 or $20. This means that your payees
may not be able to withdraw at an ATM all funds paid by you to the payees' CashPay accounts. We will wire the
difference to any payee who requests such payment; however, we will not be responsible if your payees or others
assert a claim against us due to this inability to withdraw all funds at an ATM.
PROMOTIONAL MATERIALS
We will provide you with explanatory documentation for you to give your payees. We will provide to each payee
the CashPay agreement, which discloses the terms and conditions of each payee's CashPay account. Such payees are
not entitled to any rights or benefits we give to our other deposit account holders or debit card holders unless such
rights or benefits are contained in the CashPay agreement.
You must obtain our prior written consent if you elect to promote the CashPay Service using materials (in any
format) other than the documentation we provide to you for that purpose.
CHECK ISSUANCE AND DOCUMENT PRINTING
With our Check Issuance and Document Printing Services, you may request us to (1) create checks on your behalf
that are drawn on either (i) accounts owned and maintained by you with us or another bank or (ii) accounts
designated and owned by us, and/or (2) print and mail on your behalf statements, invoices and other documents.
AUTHORIZED PERSONS
Before using a Check Issuance and Document Printing Service, you give us a written list, in a form acceptable to us,
of the persons authorized by you to perform certain duties in connection with such Service. If you use a third party
to perform certain duties, you will provide such authorization in a form acceptable to us.
SECURITY PROCEDURE
You agree to use the Security Procedure when you deliver Check Issuance Requests or Document Printing Requests
or electronically transmit Stop Payment Requests to us or our third party processor. The purpose of the Security
Procedure is to verify the authenticity of Check Issuance Requests, Document Printing Requests and Stop Payment
Requests delivered to us or our third party processor in your name and not to detect any errors in the transmission or
content of these messages. Each time you use a Check Issuance and Document Printing Service, you represent and
warrant that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the
authenticity of Check Issuance Requests, Document Printing Requests and such Stop Payment Requests. You agree
we or our third party processor may act on any Check Issuance Request and Document Printing Request and any
electronically transmitted Stop Payment Request the authenticity of which we or our third party processor, as
applicable, have verified through use of the Security Procedure.
STOP PAYMENT REQUESTS
You must submit Stop Payment Requests in accordance with the applicable User Documentation or Account
Agreement, as appropriate. Generally, you may send us or our third party processor a Stop Payment Request with
respect to a check drawn on an account designated and owned by us only if the check is lost, stolen or destroyed. In
such case, you must complete and provide us with a declaration of loss and indemnity agreement reasonably
acceptable to us. If you wish to stop payment on a check drawn on an account you maintain with us, you must make
your request as provided in the applicable Account Agreement.
YOUR RESPONSIBILITIES
You must create and transmit to us or our third party processor a Check Issuance Request for each check you want
us to issue on your behalf and a Document Printing Request for each document you want us to print and mail on
your behalf. You must make certain that each Check Issuance Request and Document Printing Request conforms in
form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User
Documentation.
If you have not received an acknowledgment message from us or our third party processor within the time period
specified in the applicable User Documentation, then you must contact customer support for instructions before
resubmitting any Check Issuance Request, Document Printing Request or other message initially transmitted to us or
our third party processor through a Service.
In the case of checks drawn on accounts designated and owned by us, you must ensure that Collected and Available
Funds, sufficient to cover the total of all checks issued, are on deposit in your accounts. We will debit your account
to cover such checks when we receive your Check Issuance Request. In the case of checks drawn on accounts
designated and owned by you, you will be governed by the applicable Account Agreement. In the case of checks
drawn on accounts designated and owned by you and maintained at another financial institution, the processing of
those checks may be governed by additional terms between you and that financial institution.
CHECK TRUNCATION
With our Check Truncation Service, we store copies of your canceled checks on image archive, microfilm or other
media and destroy the checks. You do not receive your canceled checks. We will provide a copy of any check that
you request for up to seven years from the date the check was paid against your account. To request a copy, you
must provide us with sufficient information for us to identify the item, including the Magnetic Ink Character
Recognition (MICR) serial number, account number, exact amount (dollars and cents) of the check, statement
reference number, if any, and posting date. We may also ask you for additional identifying information.
Special services such as microfilm or review of dates, dollar amounts, serial numbers or signatures may not be
available in connection with the Service.
Notwithstanding the Limitation of Liabilities section of this Booklet, if we are unable to provide a copy of a check
as requested by you under a Service, our liability will be limited to your actual damages but will not, in any event,
exceed the amount of the check.
CLIENT - PRINTED DRAFTS
With our Client- Printed Drafts Services, you use your computer (using Software we provide or by accessing a
Website) to print drafts (which may include drafts denominated in a currency other than the currency in which the
relevant account is denominated) drawn on either (i) accounts maintained by you with us or another bank or (ii)
accounts designated and owned by us.
AUTHORIZED PERSONS
Before using a Client- Printed Drafts Service, you give us a written list, in a form acceptable to us, of the persons
authorized by you to perform certain duties in connection with such Service.
SECURITY PROCEDURE
You agree to use the Security Procedure when you deliver Payment Advices or electronically transmit Stop Payment
Requests to us. The purpose of the Security Procedure is to verify the authenticity of Payment Advices and Stop
Payment Requests delivered to us in your name and not to detect any errors in the transmission or content of these
messages. Each time you use a Client- Printed Drafts Service, you represent and warrant that, in view of your
requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Payment Advices and
such Stop Payment Requests. You agree that we may act on any Payment Advice or electronically transmitted Stop
Payment Request the authenticity of which we have verified through use of the Security Procedure.
STOP PAYMENT REQUESTS
Generally, you may send us a Stop Payment Request with respect to a draft drawn on an account designated and
owned by us only if the draft is lost, stolen or destroyed. In such case, you must complete and provide us with a
declaration of loss and indemnity agreement reasonably acceptable to us. If you wish to stop payment on a draft
drawn on an account you maintain with us, you must make your request as provided in your Account Agreement.
YOUR RESPONSIBILITIES
You must verify the contents of each shipment of blank draft stock and sign and return to us the receipt
accompanying each shipment or notify us of any discrepancy. You must notify us immediately if any draft stock is
lost or stolen. You will be liable for any damages arising out of the loss or theft of any draft stock received by you.
You must create and transmit to us a Payment Advice for each draft you issue using a Service. You must make
certain that each draft, Payment Advice and electronically transmitted Stop Payment Request conforms in form and
substance to the requirements, including cutoff times on a Business Day, described in the applicable User
Documentation.
You must retransmit any Payment Advice, electronically transmitted Stop Payment Request or other message
initially transmitted to us through a Service if you have not received an acknowledgment message from us within the
time period specified in the applicable User Documentation.
OUR RESPONSIBILITIES
When we receive the Payment Advice, we will transfer funds from your account with us to the bank account on
which the draft is drawn.
We will provide you with blank draft stock and with the necessary Software and/or access to a Website.
PAYMENT WITH RESPECT TO DRAFTS
You agree you will not issue any drafts using a Service which would cause your applicable account balance,
according to your records, to be exceeded. If your records and ours disagree regarding the account balance, our
records will control for purposes of these Services. You must ensure that Collected and Available Funds, sufficient
to cover the total of all drafts issued, are on deposit in your account each Business Day before the time stated in the
applicable User Documentation.
COIN AND CURRENCY ORDERS
Our Coin and Currency Order Services allow you to place orders for coin and currency (as used in this section,
"change orders ") with our cash vaults or the vaults of various armored carriers at which we maintain a cash
inventory. Some of these armored carrier vaults have been designated by us as our extended vaults.
Before using a Coin and Currency Order Service, you will provide us with the names and locations of the person(s)
authorized by you to receive the access IDs and PINS required to use the Service. We will provide such persons with
access IDs and PINS so that change orders can be placed via a voice response system or electronically via a
transmission, in accordance with the applicable User Documentation.
In order to use the Coin and Currency Order Service, you must contract separately with an armored carrier service
that is acceptable to us to provide for the transportation of the coin and currency, which you have ordered, from one
of our cash vaults, one of our armored carrier vaults and/or another location designated by us. Such armored carriers
are your agents. Your armored carriers must continue to meet our requirements. In the event that they do not, we
may not allow them to pick up your orders until they meet our requirements.
You authorize us to act upon any request for coin or currency made in accordance with this Booklet and the
procedures described in the applicable User Documentation. In connection with any coin and currency you order
from our cash vaults or our armored carrier vaults, you authorize us to debit your account (i) on the day that such
coin and currency are available for release from such vault to your armored carrier, or (ii) on the day that we deliver
such coin and currency to another location for pickup by your armored carrier, as applicable. Each time you use a
Coin and Currency Order Service, you represent and warrant that you have sufficient Collected and Available Funds
in your account for each change order requested by you. We have no obligation to release any coin and currency
ordered by you unless there are sufficient Collected and Available Funds in the designated account or sufficient
funds under a line of credit to pay for such order at the time scheduled for release of the coin and currency to the
armored carrier.
COLLECTION LETTERS
Our Collection Letter Services allow you to forward us drafts, checks and travelers checks (as used in this section,
"items ") drawn on banks outside of the United States and (i) denominated in U.S. dollars or (ii) drawn in specified
foreign currencies (as described in the applicable fee schedules or User Documentation) for collection.
You must prepare and forward a transmittal letter, in a form acceptable to us, along with those items you want us to
process for collection in accordance with the applicable User Documentation. You agree that you will only request
collection on items which are drawn on banks outside of the United States (i) in U.S. dollars or (ii) in specified
foreign currencies (as described in the applicable fee schedules or User Documentation) for collection.
We will send each item you forward to us for collection to the bank on which such item was drawn or to an
appropriate correspondent bank. We will generally credit your account for each item on the first Business Day
following the day on which we receive payment for each such item at our then - prevailing buy rate for the applicable
currency. We will deduct all service fees and charges, plus any correspondent bank fees and charges, from the
amount of any payment credited to your account for such items. Special handling or services other than collection of
the items will be charged in accordance with our special handling fees (as described in the applicable fee schedules
or User Documentation).
We will send you a written advice showing the applicable buying rate and fees and charges for each item we process
as a collection item through use of a Collection Letter Service.
Any credit given for the items received for collection is provisional only, and is subject to our actual receipt of cash
proceeds. We may charge back any items at any time, whether the item is returned or not. You bear all risk of return,
including without limitation the risk of late returns and fraudulent items. If we take an item payable in foreign
currency for collection, you will bear all exchange rate risk.
Clearance of foreign items is subject to the regulations of the foreign country, and such regulations are different
from U.S. Federal Reserve regulations. We will contact you when information is received. If you request and we
agree, we will determine the status of any collection item and you agree to pay phone or wire charges incurred for
such a request.
We will use our discretion regarding the method of transmitting items for collection. Notwithstanding the Limitation
of Liabilities section in this Booklet, the measure of damages for such failure shall be limited to the reasonable
expenses of obtaining duplicate items should the originals be misdirected, lost or destroyed, or such other damages
as are expressly provided for under applicable law.
CORPORATE CARD
Our Corporate Card Services allow you to open Card Accounts for your business purposes, as described below. You
may select from one or more of the following card programs: purchasing, travel and entertainment, accounts
payable or fleet. If you have selected and we have approved you for a joint and several liability travel and
entertainment card program, the joint and several liability travel and entertainment card program amendment to this
Booklet, incorporated herein by reference, sets forth additional terms relating to the program. Detailed information
regarding such Services is available in the applicable User Documentation.
OUR OBLIGATIONS
We will open Card Accounts upon your request which Cardholders or you may use to conduct Transactions for your
business. We will assume that all Transactions made on a Card Account are authorized by you until we receive and
have had a reasonable period of time to act upon written notice from you that the Cardholder is no longer authorized
to use the Card, Convenience Checks or the Card Account.
Upon your request, we may also provide Convenience Checks with respect to your Card Accounts. At your request,
we may also establish a Card Account for which we assign only a Card Account number, but we do not issue a Card.
If you so request, we will provide to the Cardholder, at the address you or the Cardholder specifies, a monthly
billing statement reflecting the Cardholder's use of the relevant Card Account. We may deny authorization of any
Transaction if we suspect fraudulent activity or Unauthorized Use or for any other reason. Notwithstanding anything
to the contrary in the Limitations of Liability section of this Booklet, we will not be liable for any failure to
authorize a Transaction.
YOUR OBLIGATIONS
You will use each Card Account solely for your business purposes.
You will pay for each Transaction, regardless of its purpose or whether you signed a sales draft or received a receipt,
in addition to our fees and charges.
You represent and warrant to us that each Cardholder is a current employee or agent of your company. You will
promptly furnish such financial and other information as we request for the purpose of reviewing your ability to
perform your obligations to us. You represent and warrant to us that all such information about your employees,
agents or your company is accurate, sufficiently complete to give us accurate knowledge of your financial condition
and in compliance with all applicable rules, regulations and laws.
You and each Cardholder will check to ensure that the information embossed on each new Card or printed on each
Convenience Check is correct, and you will contact us immediately if there is an error.
CHARGE LIMITS
For each card program, we will give you one total charge limit for all your Card Accounts. We will also assign an
individual charge limit for each Card Account. Upon your request and if approved by us, we may increase the total
charge limit or any individual limit. We may decrease the total charge limit or any individual limit at our discretion.
You agree not to incur obligations which would cause the total charge limit for all your Card Accounts to be
exceeded. If you do exceed this limit, or if any Cardholder's individual charge limit is exceeded, we may deem the
entire balance owing to be immediately due and payable. Additionally, we may refuse any Transactions on all Card
Accounts or the individual Card Account until a payment is made to reduce the balance below the total charge limit
or the individual charge limit.
TRANSACTIONS IN OTHER CURRENCIES
If you make a Transaction in a currency other than U.S. dollars, Visa® or MasterCard® will convert the charge or
credit into a U.S. dollar amount. The conversion rate on the processing date may differ from the rate on the date of
your Transaction. The exchange rate used by Visa® will either be (i) a rate selected by Visa® from a range of rates
available in wholesale currency markets for the applicable central processing date, which rate may differ from the
rate Visa® receives, or (ii) the government- mandated rate in effect for the central processing date. MasterCard® will
use an exchange rate of either (i) a wholesale market rate or (ii) a government- mandated rate. We may add an
International Transaction Fee. The International Transaction Fee is set forth in the schedule of charges currently in
effect for you. The International Transaction Fee will be shown in the Activity section on your billing statement and
aggregated in the Other Fees category in the Summary section of your statement.
DISPUTES WITH MERCHANTS AND SUPPLIERS
We will have no liability for goods or services purchased with, or for a merchant's or supplier's failure to honor
purchases made with, a Card Account, Convenience Check or Card. You agree to make a good faith effort to resolve
any dispute with a merchant or a supplier arising from a Transaction. In a dispute with a merchant or supplier, we
will be subrogated to your rights and each Cardholder's rights against the merchant or supplier and you will assign
(and cause the Cardholder to assign) to us the right to assert a billing error against the merchant or supplier. You
will, and will cause the Cardholder to, do whatever is necessary to enable us to exercise those rights. We may
reverse from any Card Account any Transactions relating to the dispute.
A merchant or supplier may seek prior authorization from us before completing a Transaction. If you advise us in
writing that you desire to restrict Transactions to merchants falling within certain categories we designate in our
User Documentation, we will take reasonable steps to prevent authorization of Transactions from other types of
merchants. We, however, will not be liable to you if merchants or suppliers nonetheless accept a Card, Convenience
Check or Card Account for other types of Transactions, or if authorization for a Transaction is not given.
CONVENIENCE CHECKS
If we provide Convenience Checks with regard to a Card Account, they may not be used to make payment on the
Card Account. We may pay a Convenience Check and post its amount to the Card Account regardless of any
restriction on payment, including a Convenience Check that is post- dated, that states it is void after a certain date or
that states a maximum or minimum amount for which it may be written. Once paid, Convenience Checks will not be
returned to you or the Cardholder.
If you wish to stop payment on a Convenience Check, you must call us at the customer service number shown on
your billing statement and provide such information as we request or is required under the relevant User
Documentation. We will stop payment if we receive your request on or before the Business Day before the Business
Day on which we would otherwise pay the Convenience Check. The date on which we would pay a Convenience
Check may be prior to the date it would post to your Card Account. A stop payment order will remain in effect for
up to six months.
CARDLESS ACCOUNTS; ACCOUNTS NOT IN NAME OF INDIVIDUAL
We may, at your request, establish a Card Account for which no Card is issued or establish a Card Account with a
designation which is not an actual individual, including, without limitation, designation of a vehicle identification
number, license number, department name or "Authorized Representative" on the Card Account. Notwithstanding
any other term in this Booklet, you agree to be solely responsible for the use of any such Card Account, including,
without limitation, any Unauthorized Use.
PAYMENT OF CARD ACCOUNTS; SECURITY INTEREST
We will provide to the Card Administrator, or other person you designate in writing to us, a billing statement which
will identify each Transaction posted during the billing cycle and the date of the Transaction. The billing statement
will also list any applicable fees and charges for the Services. If you have requested a Card Account for travel and
entertainment Transactions, we will provide an additional copy of the billing statement covering such use of the
relevant Card to the appropriate Cardholder at the address which you or the Cardholder provides to us.
You will pay to us the total amount shown as due on each billing statement on or before the due date shown on the
statement. If you do not make a payment in full by the specified due date, in addition to our other rights, we may
assess a late fee and finance charge as set forth in our schedule of fees and charges. You have no right to defer any
payment due on any Card Account.
Unless otherwise agreed by us, payments must be made using an ACH Service. As specified by you, we may initiate
ACH debits to any deposit account at any financial institution. If you arrange for direct payment by Cardholders,
such an arrangement will not change your responsibilities under this Booklet, including your obligation for payment.
You grant to us a security interest and contractual right of setoff in and to all deposits now or subsequently
maintained with us or any of our affiliates or Subsidiaries. In connection with that grant, you authorize us to enter
into a master control agreement with our affiliates authorizing, upon the occurrence and continuance of any default,
the disposition of any such deposits to satisfy all liabilities incurred in connection with these Services, without your
further consent. The grant of this security interest shall survive termination of these Services.
LOST OR STOLEN CARDS; UNAUTHORIZED USE
In the event of a possible loss or theft of a Card, Convenience Check or Card Account or possible Unauthorized Use,
you will give us notice by telephone or telefax to the numbers set forth in the User Documentation. You agree to
give us this notice as soon as practicable but in any event no later than the Business Day after discovery of the
known or suspected loss or theft or Unauthorized Use. If notice as provided in this paragraph is given and you assist
us in investigating facts and circumstances relating to the loss, theft or possible Unauthorized Use, including without
limitation obtaining an affidavit or similar written, signed statement from the Cardholder, then you will not be liable
for Transactions resulting from Unauthorized Use. If we have issued fewer than ten Card Accounts to you, your
liability for Transactions by a person who does not have actual, implied or apparent authority to use the Card or
Convenience Check and whose use does not result in a direct or indirect benefit to you will not exceed $50 on each
Card.
LICENSE TO USE YOUR MARKS
Upon your request, we may place Company's Marks on the Cards and collateral materials. You will provide the
graphics to us in sufficient time to allow for review and approval by us and, if necessary, the respective card
association. You grant to us a non - exclusive license to use, during the term of the Services, Company's Marks on
the Cards and on other materials related to the Card Accounts. Your indemnity under the Protection from Third
Parties section of this Booklet covers any claim that the use of any Company Marks infringes the intellectual
property right of any third party.
EXTENSION OF CORPORATE CARD SERVICES TO AFFILIATES
Upon your request and submission of a participant Account form, we may approve one or more affiliates of which
you are majority owner for participation in the Corporate Card Services. Each participating affiliate will have the
same rights and obligations as you except that no separate charge limit will be assigned. Your charge limit will
apply to Transactions on all Card Accounts, including those of your participating affiliates.
You may terminate an affiliate's participation by giving us written notice and a reasonable time to act on such
notice. If an approved participant is no longer, or will no longer be, majority-owned by you, you agree to notify us
immediately, and we may immediately terminate the Card Accounts of such participant.
SUPPLEMENTAL GOVERNING LAW AND RESOLUTION OF DISPUTES PROVISIONS
Notwithstanding anything to the contrary in the Governing Law provision in the General Provisions section of this
Booklet, the Corporate Card Services are governed by the laws respecting national banking associations and, to the
extent not covered by those laws, by the laws of the State of Delaware, without reference to that state's principles of
conflicts of law, regardless of where you reside or where a Cardholder uses a Card Account.
Notwithstanding anything to the contrary in the Resolution of Disputes provision in the General Provisions section
of this Booklet, you agree to submit to the personal jurisdiction of any state or federal court in Delaware and to
binding arbitration in Delaware with respect to disputes regarding the Corporate Card Services.
ADDITIONAL TERMINATION PROVISIONS
We may immediately terminate these Services if there occurs (i) a termination event set forth in the Suspension and
Termination section of this Booklet with respect to you, a participating affiliate or a guarantor of obligations under
any Card Account, (ii) a change in your ownership, if you are a privately -held entity, in excess of 50% or (iii) any of
the following with respect to you, a participating affiliate or a guarantor of obligations under any Card Account:
• The failure to pay or perform any obligation, liability or indebtedness to us or any of our affiliates or
subsidiaries, whether under this Booklet or any other agreement, as and when due (whether upon
demand, at maturity or by acceleration)
• The failure to pay or perform any other obligation, liability or indebtedness to any other party
• Death (if an individual) or resignation or withdrawal of any partner or material owner (of a privately -held
entity)
• Merger or consolidation with or into another entity
• The determination by us that any representation or warranty made to any of our affiliates or subsidiaries
in any agreement is or was, when it was made, untrue or materially misleading
• The failure to timely deliver such financial statements, including tax returns, other statements of
condition or other information, as we shall request from time to time
• The entry of a judgment which we deem to be of a material nature
• The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any
turnover order for any property
• The determination by us that we are insecure for any reason
• The determination by us that any such person fails to meet credit criteria initially used by us to approve
the Corporate Card Services
• The failure to comply with any law or regulation controlling its operation
Upon any termination of the Corporate Card Services, (i) the entire balance outstanding on all Card Accounts shall,
at our option, become immediately due and payable and (ii) you will immediately destroy, and will instruct all
Cardholders to immediately destroy, all Cards and Convenience Checks. Your responsibility to pay for all
Transactions regarding each Card Account will continue until a reasonable period of time after you notify us to close
the Card Account or until you pay for all Transactions entered into before we close the Card Account to future use,
whichever occurs later. After termination, you and all Cardholders will make no new Transactions on any Card
Account. If, however, such Transactions are made, you will be liable for each of them.
COMMERCIAL DEPOSITS
With our Commercial Deposit Services, (i) you may make deposits of coin and currency, checks and other payment
instruments at one of our designated banking centers with pre - approval, depository facilities (which may include a
night depository facility), processing centers, ATMs or cash vaults; (ii) you or, if applicable, a third party acting as
your agent, may make deposits of checks using our Image Cash Letter Service or our Remote Deposit Service;
and/or (iii) you may obtain credit for Safe Deposits through the Safe Connect Service further described herein. If
these deposits are delivered by you or your agent before the cutoff time specified at the deposit location or in the
applicable User Documentation, we will give you same -day provisional credit for such deposits, subject to later
verification by us and our availability schedule. Banking center deposits that are immediately verified are covered
under your Account Agreement.
The Image Cash Letter Service allows you, or a third party acting as your agent, to transmit an image cash letter
(ICL) to us. We may create, on your behalf, a paper substitute check or image replacement document (IRD) from
such electronic image transmission, as described in the applicable User Documentation.
The Remote Deposit Service allows you to create or have created on your behalf a paper substitute check or IRD
from an electronic image or an original paper check, as described in the applicable User Documentation.
YOUR RESPONSIBILITIES
You agree to follow all requirements set out in the User Documentation, and to meet all specifications for returns
contained in the User Documentation; provided, however, in the event that a relevant provision of the User
Documentation conflicts with applicable regulatory requirements, you agree to follow such applicable regulatory
requirements.
You agree to prepare all deposits accurately and in good faith and to follow the procedures for preparation,
packaging and delivery of deposits as provided in the applicable User Documentation. In order to receive a receipt
of deposit at banking centers, depository facilities (which may include a night depository facility), or processing
centers, and except as otherwise set forth with respect to the Safe Deposit service further described below, we may
require you to provide a duplicate deposit slip. This is in addition to the number of original deposit slips required by
us to process the deposit or to use other procedures as set forth in the User Documentation. If we require you to
provide a duplicate deposit slip, we will stamp this duplicate deposit slip and return it to you. In all cases, deposits
are subject to later verification by us.
For deposits made to one of our cash vaults, you must contract separately with an armored carrier service that is
acceptable to us to transport your deposits. Armored carriers are your agents unless otherwise agreed in writing
between us.
If you use our Image Cash Letter Service or our Remote Deposit Service, then prior to sending us an electronic
image transmission, you and we must agree on image and transmission standards as more fully described in the
applicable User Documentation.
You warrant that all ICL file transmissions you send us comply with the specifications outlined in the User
Documentation, and you agree to indemnify us for any loss or expense incurred by us (including attorneys' fees and
expenses of litigation) as a result of your breach of this warranty. You must provide us with the reason for return of
a check by such means as we may specify from time to time in our User Documentation. For example, we may
require you to provide us with the reason for return of a check in the unqualified returns ICL cash letter file
transmission or through stamping the front of the check with the reason for return. We will use our best efforts to
notify you promptly when we cannot determine the bank of first deposit on a check in the amount of $2,500 or
greater, or such other amount as may be set forth in the User Documentation from time to time. You will respond to
our notice by secure email promptly upon receipt.
If you use our Image Cash Letter Service or our Remote Deposit Service, then except as provided herein, for any
IRD or Image created under this Service, you are deemed to be the warrantor of certain warranties under Check 21,
and for each and every day an IRD is created, you accept all responsibilities as warrantor for those warranties under
Check 21 regarding creation of the IRDs. You understand that you are responsible for capturing and sending fully
legible copies of the original paper check or Electronic Image which will be cleared as a Paper Image or IRD.
If you use our Image Cash Letter Service or our Remote Deposit Service, then you give the same warranties and
indemnities to us that we, as reconverting bank, give under 12 CFR Parts 229.52 and 229.53 of Check 21 regulations
or any successor legislation. With respect to any Image forward presented by us after your deposit, in paper check or
Image form, in your account, you give the same representations, warranties and indemnities to us that we, as sending
bank, give pursuant to the image exchange rules, including any applicable clearing house rules and/or regulations,
that govern us. With respect to Images sent by you to us under this Service, your warranties include warranties that
the Image accurately represents all the information on the front and back of the original check as of the time the
original check was truncated, the MICR -line information contains all information needed for a substitute check or
draft, and any transmission to us from you complies with the specifications described in the applicable User
Documentation. You agree to indemnify us and any receiving parties that suffer losses as a result of receiving the
substitute check instead of the original, or receiving duplicate items, whether in paper or Image form. You are
responsible for capturing and sending fully legible copies of the item which may be created as an IRD.
Notwithstanding the foregoing, provided you comply with the agreed upon image and transmission standards and
we accept your transmission, and as more fully described in the applicable User Documentation, we will not hold
you responsible for any breach of warranty or indemnity either under Check 21 based on image quality for IRDs, or
under applicable image exchange rules, including any applicable clearing house rules and/or regulations, based on
image quality for any Images, that we produce from your image transmission. If, in connection with your use of our
Remote Deposit Service, we provide you with Software and such Software provided by us operates in a manner
which causes you to breach any warranties under Check 21, in spite of your exercise of reasonable care, you shall
report such Software issues to us as soon as reasonably practicable, and as more fully described in the applicable
User Documentation, and we will not hold you responsible for such breach of warranty.
If you use our Image Cash Letter Service or our Remote Deposit Service, then you shall pay us for the amount of
any returned Images or IRDs (including rejected images or rejected IRDs) or any claims for adjustments accepted by
us, for any IRD or Image which we have previously credited to your account. Such amounts shall be charged as
returns or adjustments to your account and are immediately due and payable by you. Such amounts appear on your
reports to the extent agreed between us. Certain returned IRDs and/or returned Images may be redeposited, if you
have a separate reclear service agreement or arrangement with us. Any IRD created and deposited to your account
must comply with all requirements mandated by Check 21. If you intend to include reclears along with other items
in a forward ICL file sent to us for processing, you must identify the reclear items on the ICL file in accordance with
our instructions set forth in our User Documentation.
If you use our Image Cash Letter Service or our Remote Deposit Service, you agree that you provide the same
warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse
arrangements, operating circulars and other applicable laws, rules or regulations. Without limiting the foregoing,
you warrant and guarantee that, if you deposit a demand draft or remotely created check (an unsigned draft or a
preauthorized draft) using the Image Cash Letter Service or Remote Deposit Service, the draft or remotely created
check was created from paper (or from a paper item) and is authorized according to the terms on its face by the
person identified as drawer. You agree to indemnify us from all loss, expense and liability related to a claim that
such draft or check was not created from a paper item and/or was not authorized by the person on whose account it
was drawn.
If; upon our review of your deposit account activity, we determine that abuse or unauthorized activity is or may be
occurring with respect to deposited demand drafts, we may require you to provide collateral to cover the return of
and /or claims against deposited demand drafts. In addition, we may require you to maintain such collateral coverage
with us beyond termination your use of any, deposit Service, such as our Image Cash Letter Service and/or of your
relationship with us as a bank customer.
In the event you use our Image Cash Letter Service or our Remote Deposit Service to redeposit any returned item as
an IRD or Image, you agree to follow our procedures, set forth in the User Documentation, concerning your
provision of the reason for return.
If you use our Remote Deposit Service, then it is your responsibility to use check imaging equipment acceptable to
us as specified from time to time (as used in this section, "hardware ") to be installed at your site in order to use any
such Remote Deposit Service. The terms and conditions pursuant to which the hardware is obtained, installed and
maintained shall be as agreed between you and the vendor and/or lessor of such hardware and we assume no
responsibility therefore.
If you will be utilizing ACH components of our Remote Deposit Service, you must execute an agreement
concerning such usage, as we may specify.
If you have captured Images from checks, you agree that you will securely store, safeguard and securely destroy the
items as set forth in the User Documentation. Imaged documents (or original documents, if available) must be
provided to us promptly, at our request, to facilitate investigations related to unusual transactions or poor quality
transmissions, or to resolve disputes.
You agree to cooperate with us fully to facilitate our adherence to guidance provided by the Federal Financial
Institutions Examination Council, including guidance concerning risk management of remote deposit capture. For
this purpose, you agree that we may mandate specific internal controls at your locations, audit your operations
and/or request additional information.
ADDITIONAL RESPONSIBLITIES UNDER ECCHO
In the event you are a financial institution and thereby eligible for ECCHO membership, you may use our Image
Cash Letter Service or our Remote Deposit Service only if you are a member of ECCHO.
RETURN OF ON -YOU ITEMS BY ICL
In the event you are a financial institution to whom we may send, via ICL, On -You items pursuant to ECCHO rules,
you agree that such ICL transmissions by us to you shall be governed by, and be in accordance with, the applicable
provisions hereof and of ECCHO rules.
UNQUALIFIED RETURNS ICLs
In the event that you use the Image Cash Letter Service to send us unqualified returns ICLs, you additionally agree
as follows:
You agree to send us return items only if you return the items within the requirements of the UCC and Regulation
CC. You warrant that all returned checks sent to us comply with the deadlines of Regulation CC and the UCC and
you agree to indemnify us for any loss or expense incurred by us (including attorneys' fees and expenses of
litigation) as a result of your breach of this warranty.
You agree to provide to us the same warranties that we provide to any receiver of a returned item that you send us
using this Service, whether such warranty is made under Regulation J, Federal Reserve Operating Circular 3,
clearinghouse rules, including ECCHO rules, or other applicable regulations or rules. These warranties include, but
are not limited to, a warranty that the image of the return item is an accurate representation of the front and the back
of the related check; the electronic image return accurately corresponds to the electronically returned item being
returned; and the electronic image return is not a duplicate of another electronic image return.
When you return an item using the Image Cash Letter Service, you agree that you provide the same warranties and
indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating
circulars and other applicable laws, rules or regulations.
REDEPOSITING RETURNED ITEMS
When you redeposit a returned item using the Image Cash Letter Service, you agree to redeposit the image of the
returned check or IRD, which was physically returned to you, which shall include all endorsements and return item
stamps. You agree that you provide the same warranties and indemnities that we are required to provide under
applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or
regulations and you agree to indemnify us for any loss or expense incurred by us (including attorneys' fees and
expenses of litigation) as a result of your breach of these warranties.
OUR RESPONSIBILITIES
We receive your deposit and issue provisional credit to your account for the amount you declare on the deposit slip.
The declared amount is subject to later verification by us.
If we find an error when we verify your deposit, we will debit or credit the amount of the error to the deposit
account listed on the deposit slip, unless you and we have agreed otherwise in writing; provided, however, we
reserve the right to set a standard adjustment amount (which we may change from time to time), in which case we
will not make a correction to a deposit when the error is less than our current adjustment amount.
We give you same -day provisional credit for deposits delivered before the cutoff time on a Business Day. For
deposits delivered after the cutoff time or on a non - Business Day, we give you provisional credit on the next
Business Day.
We will apply and be responsible for (i) the appropriate endorsement of the bank of first deposit, if applicable, as
more fully described in the applicable User Documentation on the back of each printed IRD; (ii) the appropriate
legend of legal equivalency on the front of the printed IRD; and (iii) appropriate language identifying the
reconverting bank if we do not clear your electronic image transmission through image exchange.
SAFE CONNECT SERVICE
You may use the Safe Connect Service for the purpose of obtaining credit, which credit may be provisional, for Safe
Deposits as described herein and in Bank's User Documentation. You agree that the Safe to be utilized in connection
with the Safe Connect Service must be installed at a Safe Location. Subject to cutoff times and other provisions
contained in the User Documentation, we shall provide you with credit for Safe Deposits; depending upon the
applicable procedures used by you, such credit may be subject to later verification and/or adjustment by us and/or
the Transportation Provider designated to transport Safe Deposits from the Safe to the Vault Location. Your Safe
Deposits shall be governed by the terms of this Booklet, except as otherwise provided herein.
Your Responsibilities Concerning Safe and Transportation Provider. Your responsibilities with regard to the
Safe Connect Service include the following. You shall be solely responsible for the procurement of the Safe,
whether by lease, sale or otherwise, and for the installation and removal of the Safe in accordance with any
agreements that you may have with any third party providing the Safe. You shall not be required to prepare deposit
and/or duplicate deposit slips with respect to Safe Deposits, as deposit information regarding such Deposits will be
set forth in the Safe Feed. You shall be responsible for engaging a Transportation Provider to remove Safe Deposits
from the Safe and to transport the Safe Deposits to Vault Locations. You agree to select the Transportation Provider
you engage from a list of approved armored carriers provided by us from time to time. Such Transportation Provider
shall be your agent, not ours, except as otherwise provided herein.
Settlement. Settlement terms may vary depending upon applicable procedures used by you; such procedures may be
dependent, in part, upon the terms set forth in the applicable agreement between you and the Transportation
Provider. Upon receipt of the Safe Deposits at the Vault Location, we or the Transportation Provider shall verify
such Deposits, for which credit, which may have been provisional, has been given by us. In such instance, solely
when conducting verification, the Transportation Provider shall be acting as our agent, not yours. In the event of a
discrepancy between deposit amounts set forth in a Safe Feed, addressing a Safe Deposit, and deposit amounts
verified at the Vault Location with respect to such Safe Deposit, any adjustments made shall be in accordance with
our User Documentation. Information concerning such adjustments will be reflected in your account statements and,
in some cases, in written or electronic advices and reports produced through one of our Information Reporting
services.
No Warranties; Limitation of Liability. The following is in addition to the Limitation of Liabilities section under
this Booklet.
YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE, NOR DO WE MAKE, ANY RECOMMENDATIONS
REGARDING THE SAFE. WE HAVE NOT MADE AND DO NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO
ANY MATTER WHATSOEVER, INCLUDING THE SUITABILITY OF THE SAFE, ITS DURABILITY, ITS
CONDITION, ITS QUALITY AND /OR ITS RELIABILITY. ACCORDINGLY, WE ALSO DISCLAIM ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR PARTICULAR PURPOSE WHETHER
ARISING BY OPERATION OF LAW OR OTHERWISE. WE SHALL NOT BE LIABLE TO YOU OR OTHERS
FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY BY THE SAFE OR ANY SAFE FEED, HOWEVER ARISING, OR THE USES THEREOF OR
THE FAILURE OF ANY OPERATION THEREOF. NO REPRESENTATION OR WARRANTY AS TO THE
SAFE OR ANY OTHER MATTERS BY OTHERS SHALL BE BINDING UPON US OR IMPOSE ANY
LIABILITY UPON US NOR SHALL THE BREACH OF SUCH RELIEVE YOU OR IN ANY WAY AFFECT
ANY OF YOUR OBLIGATIONS TO US HEREIN.
IF THE SAFE IS NOT SATISFACTORY FOR ANY REASON, YOU SHALL NOT MAKE ANY CLAIM ON
ACCOUNT THEREOF AGAINST US. REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM
WHATSOEVER AGAINST US FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT
SPECIAL OR CONSEQUENTIAL DAMAGES.
Supplemental Representations and Warranties. In addition to the representations and warranties set forth in this
Booklet, you represent and warrant to us that (a) you have given or procured, as the case may be, all necessary
consents and approvals for our accessing of your information and/or information of the Transportation Provider, as
we deem appropriate, for purposes of this Agreement; and (b) you and/or the Transportation Provider as your agent
shall safeguard all Safe Deposits until delivery of such Deposits at the Vault Location and commencement of
verification. In the event that the security of Safe Deposits is breached prior to such delivery and commencement of
verification, and/or if the delivery of the Safe Deposits to the Vault Location is delayed, we may reverse any credit,
provisional or otherwise, provided with respect to such Safe Deposits as set forth in the User Documentation. You
agree to notify us promptly in the event of any such security breach or delay.
You agree that you shall be deemed to make and renew each representation and warranty set forth in this Booklet
on and as of each day on which the Safe Connect Service is provided.
Supplemental Termination Provisions. Notwithstanding anything to the contrary in this Booklet, the Safe Connect
Service may be terminated at any time as set forth below.
In addition to the events listed in the Termination section of the Booklet which allow us to terminate any Service
immediately, each of the following events will also give us the right to immediately terminate the Safe Connect
Service at any time:
(a) You breach, or permit the breach of, the security of the Safe.
(b) We determine that you have failed to maintain a financial condition that we deem to be reasonably satisfactory
to minimize any credit or other risks to us in providing the Safe Connect Service or we deem immediate termination
to be necessary or appropriate to prevent a financial loss to us.
(c) We, in our sole discretion, determine that the Safe Connect Service is no longer feasible or desirous for us to
pursue.
COMMERCIAL PREPAID CARD
Our Commercial Prepaid Card Services enable you to distribute Commercial Prepaid Cards to your employees and
others that permit them access to a predetermined amount of funds. Commercial Prepaid Cards may be used at
ATMs, point -of -sale (POS) terminals, and for over - the - counter cash access Transactions at offices of financial
institutions that accept Visa® cards. Detailed information regarding such services is available in the applicable User
Documentation.
OUR OBLIGATIONS
We will issue Commercial Prepaid Cards to you on your request after you have provided us such information
regarding the Commercial Prepaid Card as we may require at that time. Before we issue each Commercial Prepaid
Card, we will debit funds from a deposit account you maintain with us for the value amount of the Commercial
Prepaid Card issued.
We will mail the Commercial Prepaid Cards to the address or addresses you provide us, together with a copy of the
agreement between us and the Cardholder, our privacy policy for consumers (if applicable) and instructions for
activating the Commercial Prepaid Card.
We will deduct the amount of each Transaction, which may include fees added by the ATM owner or the applicable
network, from the value amount with respect to the Commercial Prepaid Card. We will also deduct applicable
Cardholder fees.
You may request us to add value to previously issued Commercial Prepaid Cards by providing such information as
we may require at that time. Upon receipt of your request and the required information, we will debit your deposit
account with us for the amount to be added to the existing Commercial Prepaid Cards.
You acknowledge and agree that the Commercial Prepaid Card is for use only for business purposes and is not for use for
personal family or household purposes. Cardholders will not pay any money or anything of value to receive the Commercial
Prepaid Cards. Commercial Prepaid Cards will not be re -sold or distributed by you.
If there are insufficient Collected and Available Funds in your account, we have no obligation to issue or activate
any Commercial Prepaid Card or to add value to any existing Commercial Prepaid Card and we may suspend or
reverse any completed value load.
Upon your request, and with our approval, we may provide a Commercial Prepaid Card that is not reloadable
COMMERCIAL PREPAID CARD CREATION
All Commercial Prepaid Cards shall identify us as the issuer and shall include such other names and trademarks as
we require. If you elect to customize the Commercial Prepaid Cards, you will be responsible for any additional costs
in the design or production of the Commercial Prepaid Cards. You will provide graphics, promotional material and
wording to us for review and approval and you must comply with all the rules of Visa USA, Inc. and other systems
or organizations, as applicable. You will allow us to use your artwork on the Commercial Prepaid Cards, provided
that you shall have first reviewed and approved such use. You will indemnify and hold us harmless from any and all
liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) arising from any claim that
the artwork you supplied infringes the intellectual property rights of any third party.
COMMERCIAL PREPAID CARD ACTIVATION
Each Cardholder will be instructed to call a toll -free (in the U.S.A.) number and use an interactive voice response
system to authenticate the Cardholder by using a number unique to the Cardholder in order to activate the
Commercial Prepaid Card. During this call, the Cardholder will receive their PIN, if applicable. The Cardholder can
change the PIN at that time to any four digit number. Once the call is successfully completed, the Commercial
Prepaid Card will be activated. You will be responsible for informing each Cardholder of any other restrictions you
may impose on the use of the Commercial Prepaid Card, and we will not have any responsibility for enforcing those
restrictions.
COMMERCIAL PREPAID CARD USAGE
We may refuse to issue or add value to any Commercial Prepaid Card if we believe the Commercial Prepaid Card
will or may be used in violation, or may cause us to be in violation, of any law or regulation, or any rule of any
payment system.
We will use reasonable efforts to prevent any overdraft with respect to a Commercial Prepaid Card or any
unauthorized use of a Commercial Prepaid Card, but cannot ensure we will be able to do so.
CONTROLLED BALANCE ACCOUNTS
Our Controlled Balance Account Services let you control the transfer of funds between accounts with us. These
Services may be restricted to certain account types.
Transfers you make from a U.S. - domiciled money market account using these Services are considered preauthorized
transfers, are counted toward the number of transactions you are legally permitted each month, and may not be made
to a checking account with an overdraft credit facility.
You may instruct us to make either date - related (where available) or balance - related (where available) transfers as
described below. Once you instruct us to transfer funds between accounts, transfers begin on a mutually agreeable
date or, for accounts domiciled in the United States of America, either immediately or on the date you specify.
With a date - related transfer, funds can be transferred in either direction between certain types of accounts on the
date and in the amount you specify. Both interstate and intrastate funds transfers are permitted as long as you meet
the requirements for the account type(s), transfer date and account location(s). If the transfer date you specify is a
non - Business Day, we make the transfer on the next Business Day.
With a balance - related transfer, you may have funds transferred to an account when the balance falls below a certain
amount, or from an account, when the balance rises above a certain amount, or both. We transfer the amount
required to meet the account balance you specify.
Unless you and we have otherwise agreed in writing, you may elect to have funds transferred to or from accounts of
a U.S. Subsidiary; provided that (i) the U.S. Subsidiary's accounts are domiciled in the United States of America,
(ii) you represent and warrant that such U.S. Subsidiary has authorized us to transfer funds between its accounts and
your accounts and between its accounts and other accounts in the Service relationship via transfers through your
account, and (iii) you provide us with such documentation as we may request in connection with such transfers.
CONTROLLED DISBURSEMENT
Our Controlled Disbursement Services provide information to you each Business Day so that you can fund the net
total amount of (i) controlled disbursement checks presented that Business Day, (ii) certain controlled disbursement
ACH transactions received prior to the time stated in the applicable User Documentation and (iii) any other check -
related electronic adjustments to which we agree and which are posted that Business Day.
ACCOUNTS
We make the Controlled Disbursement Services available through multiple Controlled Disbursement Points in
different parts of the United States of America. These points are identified on the List of Banks and Services.
Subject to our approval in each case, you may use such Service through one or more of those points. For each
Controlled Disbursement Point you use, you shall maintain one or more Controlled Disbursement Accounts with us.
For each Controlled Disbursement Point, as more fully described in the applicable User Documentation, you may (i)
draw checks bearing the respective point's routing numbers directly on your Controlled Disbursement Accounts, (ii)
initiate or authorize third parties to initiate ACH debits pursuant to the section of this Booklet regarding ACH
Services and (iii) subject to the applicable funds transfer Service agreement, initiate other electronic debits to your
Controlled Disbursement Accounts. (For electronic debits to your Controlled Disbursement Accounts, you must use
the appropriate funds transfer Service approved by us.)
CHECKS
You shall only use checks which conform to the form and specifications described in the applicable User
Documentation, and which have been satisfactorily tested by us. If we determine that checks used by you do not
comply with such requirements, we may take the actions described in the applicable User Documentation.
NOTIFICATION AND FUNDING
On each Business Day, we will inform you by the time specified in the applicable User Documentation of the total
amount of debits presented for payment that day at or through a Controlled Disbursement Point and any other
amounts required to be deposited in your corresponding Controlled Disbursement Accounts to cover such debits. On
each such Business Day, prior to the time stated in the applicable User Documentation, you must ensure that
sufficient Collected and Available Funds are on deposit in your Controlled Disbursement Account(s) to cover such
amounts. If we attempt to post a debit to a Controlled Disbursement Account for the amount due and determine
there are insufficient funds in the Controlled Disbursement Account, we may dishonor some or all of the checks then
pending payment and/or, as appropriate, return or reject any electronic debit pending settlement. We may, however,
in our sole discretion, allow an overdraft so some or all of such checks or electronic debits will be paid or settled. If
we do so, we are not obligated to allow any such overdraft in the future.
If we allow an overdraft to occur in your Controlled Disbursement Account, repayment is immediately due and
payable, and you will repay us, on or before the next Business Day, the amount of such overdraft along with interest
on such amount as specified in our schedule of charges for business account services or as otherwise agreed.
Additional terms and conditions contained in your Account Agreement may also apply. If you do not repay us as
specified herein, we may dishonor some or all of the checks then pending final payment and/or, as appropriate,
return or reject any electronic debit pending settlement even if the Controlled Disbursement Account has sufficient
Collected and Available Funds to cover such debits.
You will select the funding methods for your Controlled Disbursement Accounts from the options described in the
applicable User Documentation. However, in certain circumstances, we may require a change in the funding
methods used for your Controlled Disbursement Accounts, and may require such accounts to be funded via wire
transfer or account transfer.
CUSTOMER - INITIATED PAYMENTS
Our Customer - Inititated Payments Services allow you to have your consumer or business customers pay you for
goods or services by using a Website. Your customers can authorize payments to you through commands on the
Website or, where available, via touch -tone or voice commands over the telephone. Payments can be made via the
Automated Clearing House (ACH), and credit or debit cards through the applicable card association networks.
Detailed information regarding these Services is available in the applicable User Documentation. The capitalized
ACH terms appearing in italics below are defined in the NACHA Rules.
CLIENT RESPONSIBILITIES
For payments made via ACH, the following provisions apply:
Payments will be made by creation of an ACH Entry to credit your account with us and will be subject to
the provisions of our Automated Clearing House Services. You will obtain the authorization of each such
customer to debit their account. You act as the Originator, your customer acts as the Receiver and we act
as the ODFI with respect to the Entries. You warrant to us each time you use this Service that you have
obtained appropriate authorization from each Receiver and that Entries conform to such authorization and
comply with the NACHA Rules.
• You also make to us the same warranties as we make with respect to Entries under the NACHA Rules.
• You authorize us to create an ACH Entry on your behalf as provided in the User Documentation and the
NACHA Rules.
Payments, including chargebacks and adjustments, if any, made via credit or debit cards through the applicable card
association networks are covered by the terms and conditions of the merchant services agreement you have with the
acquiring bank.
DATA AGGREGATION AND USAGE SERVICE
Our Data Aggregation and Usage Service is a data aggregation, information reporting and data manipulation service
which provides you with on -line access to information reporting services. These services include not only data
collection and manipulation but also information reporting, cash forecasting, and automated general ledger
downloading, as applicable. The availability of one or more of the foregoing services may be dependent upon
various factors, including the on -line channel(s) pursuant to which the Service may be accessed, and not all
functionalities of the Service may be available for your use. Subject to the foregoing limitations concerning
availability, upon your registration for the Service and completion of any other requirements, including
identification of those accounts which you wish to be included for use with the Service, you may use your on -line
access to retrieve, analyze, manipulate data from your accounts with us and with third parties. Detailed information
regarding our Service, including information concerning the availability of the various fanctionalities, is set forth in
the User Documentation.
You agree to use the security procedures we may designate from time to time with regard to access to the Service,
verification of the authenticity of actions taken in connection with the Service, and safeguarding of correct user
identification codes and passwords, as set forth in our User Documentation.
DATA AGGREGATION
You must identify for us those accounts which you wish to be included for use with the Service. You must be the
legal owner of, or have the legal right to access, such accounts. With regard to the accounts you identify, you must
obtain and provide to us any applicable third party consents and comply with all other requirements, including data
feed requirements, that we may specify from time to time as necessary or appropriate for our receipt or retrieval of
this account information. With regard to the foregoing, you agree to the following:
• You represent that you are a legal owner of, or have the legal right to access, the accounts at third party
web sites which you designate to us for information aggregation, information reporting or other purposes
in connection with our provision of the Service. You further represent that you have the authority to
designate us and our service provider(s), if applicable, as your agent and attorney -in -fact as set forth
below.
• You authorize us, as your agent and attorney -in -fact, to access third party web sites, retrieve or receive
account information, and use your account information for the purposes of providing the Service, and
you further authorize us to take any action we deem necessary and appropriate to facilitate the foregoing
with respect to your accounts at third parties.
• Third party account providers shall be entitled to rely upon the above authorization and power of attorney
granted by you.
• You agree and acknowledge that, when we access and retrieve or receive information from third party
web sites, we act as your agents, and not the agents of the third party.
• We do not have any responsibility or liability for transactions and/or inquiries you make with respect to
any accounts you have, or may legally access, with third parties, and all fees charged by any third parties
with regard to actions involving your accounts with such parties are your sole responsibility. You agree
to abide by the terms and conditions governing your accounts with third parties, and to resolve any
dispute you may have regarding such accounts with the relevant third party according to the relevant
terms and conditions binding upon you and the third party, without any involvement or liability on our
part.
Subject to any constraints of third parties with whom you have accounts, in providing our services we
will make reasonable efforts to comply with your instructions, given in accordance with our designated
procedures, regarding the timing and frequency of account data pulling activities. However, account
information reflected via your use of the Service will constitute the most recent refresh successfully
completed, but may not be accurate or current. We are not liable for any errors or delays in the content
of such account information or for any action, and/or its consequences, which you may take in reliance
upon such information. We do not endorse or recommend the services of any unaffiliated third party
whom you select for purposes of using the Service's capabilities, including information aggregation
capabilities, and from whom we collect your account information pursuant to your authorization.
DATA MANIPULATION
Using the Service's data manipulation capabilities, you may use various tools to populate and make other use of
spreadsheet(s) as set forth in the User Documentation. With regard to the foregoing, you agree as follows:
You agree and acknowledge that we are not responsible for any results associated with your use of any
spreadsheet and/or similar representation, and/or your reliance thereupon; the appropriateness of the
calculations performed in connection with your use of any spreadsheet or similar representation; the
timeliness of any data populated the any spreadsheet or similar representation, as such data may not
reflect true "real time" figures; the accuracy of any data provided by third parties, regardless of whether
such data is populated by us or otherwise; and any data input by you.
CASH FORECASTING
Using the Service's cash forecasting capabilities, you may obtain estimates, analyses and other information
based upon automated cash flow calculations. For these cash flow calculations, you may select relevant factors,
such as actual account and user history, historical patterns of check clearing times and seasonality trends. You
may use data from cash forecasting to take such steps (e.g. funds transfer) as you designate via certain other
services for cash management purposes. You may also use the Service to obtain and implement recommended
actions for managing liquidity. With regard to the foregoing, you agree as follows:
You agree and acknowledge that, in connection with the Service's cash forecasting, we do not provide
you with any guaranty or warranty regarding future payments, collections, cash requirements, funds
availability or other circumstance, and you agree that you will take such steps as you deem reasonable to
assess, verify, test and otherwise evaluate any forecasts or recommended actions provided pursuant to the
Service.
In providing you with various options, calculations and recommended actions to assist you with cash
forecasting, we do not represent that any such options, calculations and/or recommended actions are
advisable, suitable or reliable for your use. You expressly agree and acknowledge that there are inherent
risks in utilizing cash forecasting tools and you assume all liability in connection with such utilization.
AUTOMATED GENERAL LEDGER INTERFACE
You may use the Service to access a capability which allows you to automatically download file(s) from your
general ledger. In the event you elect to download general ledger information, you are solely responsible for
verifying the accuracy, scope, completeness and timeliness of this information. You agree and acknowledge
that neither we nor our service provider(s) undertake to reconcile such general ledger information in any manner
or for any purpose, prior to, during or after downloading of this information to the Service. You also agree and
acknowledge that our provision of this capability does not create any duty of ours either with regard to
discrepancies or unauthorized actions or events or with regard to your responsibilities regarding accurate record
keeping.
DISCLAIMER
We are not responsible for the accuracy, timeliness, scope, reconciliation and/or use of account and other
information accessed or utilized in connection with the Service. You agree and acknowledge that all services
and features utilized, and all actions taken, by you in connection with the Service are taken in your sole
discretion and under your sole responsibility.
Without limiting the foregoing, you agree that the foreign exchange rates provided in connection with the
Service are indicative only and are not live dealing rates. These indicative rates are provided by us solely as a
courtesy. We do not accept any responsibility or liability for the accuracy or completeness of any indicative
rates or for any reliance by or any other person on such rates. The indicative rates are derived from sources and
models that we believe provide a reasonable approximation of market rates at the time of calculation. Rates
based on other models or differing assumptions or for different purposes may be materially different. With
respect to your receipt of indicative rates in connection with the Service, you have full responsibility for all
valuations of transactions for your own financial and regulatory reporting. Prices or valuations derived from
use of indicative rates provided in connection with the Service do not necessarily represent or reflect prices or
amounts at which any transaction could or would be entered into at this time or any other time, with us or with
any other party.
In addition, we are not responsible for any data that is lost or destroyed in connection with your use of the
Service. Without limiting the foregoing, we will not be responsible for any mechanical hard drive failure or
other system failure, or if the Software is disabled (or "locked -up ") as a result of your installation of other
computer software on the personal computer, workstation or network on which Software is installed. We
strongly recommend that you take the necessary measures to ensure that you perform daily back -ups of your
data and the hard drives of the personal computers and/or services used in connection with the Software.
ELECTRONIC BILL PAYMENT CONSOLIDATION
Our Electronic Bill Payment Consolidation Services consolidate, reformat and deliver remittance information and
other data related to payments received from Bill Payment Service Providers for credit to your account. Detailed
information regarding the Services is available in the applicable User Documentation.
You agree that you will authorize Bill Payment Service Providers to deliver payments, remittance information and
other related data to us for us to provide these Services to you. We will credit payments received from Bill Payment
Service Providers to your account. If you elect to receive Reversals, we will debit your account for the amount of the
Reversal and send such funds to the Bill Payment Service Provider.
You may also elect to have information of another company /organization reported through these Services. If you do
so, you agree that you and the other company /organization will authorize the Bill Payment Service Providers to
deliver payments, remittance information and other related data to us for us to provide these Services to you.
Remittance information and other data related to payments will be delivered to you in a mutually acceptable form
and manner.
If you are unable to post any payments to your customers' accounts, you must promptly return such payments to us.
You shall pay us immediately for the amount of any returned payments which we previously credited to your
account.
ELECTRONIC DATA INTERCHANGE (EDI)
Our EDI Services allow you to disburse funds and/or deliver payment - related information to your receivers,
electronically or by paper, by sending payment requests or payment - related information to us as described in the
applicable User Documentation. These Services also allow you to access payments - related and remittance - related
information in mutually acceptable formats received from your receivers and, where available, to match specified
receivables and payables against payments.
For the web -based remittance advice delivery service, you are responsible for enrollment of your receivers on the
service. During enrollment you will review and verify the accuracy of all enrollment information provided by your
receivers on the specified Website. Upon completion of enrollment, you authorize us to deliver the confidential
passwords and identifiers to your enrolled receiver to access the specified Website. Your receiver must keep such
passwords and identifiers confidential. We will be fully protected in relying on the correct user identification codes
and passwords.
SENDING PAYMENTS AND RELATED INFORMATION
When you wish to pay your receivers, you transmit a data file to us, containing instructions for your payments, in the
format and by the cutoff times specified in the applicable User Documentation. When we receive a file from you
under an EDI Service, we perform certain edits on the data, translate it into the appropriate format and/or medium
and send the data to the payment system specified by you, except that we may use any means of transmission, funds
transfer system, clearing house or intermediary bank we reasonably select. On the specified dates, we issue your
payments in the required formats.
You control the content of any payment - related information you send to us and are solely responsible for the
accuracy of such information. You are solely responsible for secure storage of all data relating to such information
so that it can be made available to individual receivers upon request. You should reference the User Documentation
for the applicable payment service to determine specific requirements for the duration of time required for data
storage.
For the web -based remittance advice delivery service, we act as an intermediary to make data and information
available to or from you or your enrolled receivers reasonably promptly after receipt of such information. We make
the information available to your enrolled receivers on the specified Website within one Business Day of receipt.
The information will be available on the specified Website for the time periods specified in the applicable User
Documentation. We will not alter the content of any information that we receive from you or the receivers. We are
not responsible for the accuracy of any of the information that we receive.
Payment requests originated via the EDI Services will be subject to the terms and conditions for the underlying
payment services (Check Issuance and Document Printing, ACH and/or Wire Transfer and International Electronic
Funds Transfer) as described in their respective sections of this Booklet.
RECEIVING REMITTANCE INFORMATION
Remittance information can be delivered to you in a mutually acceptable form and manner and will be covered
under the Information Reporting section of this Booklet.
ELECTRONIC FOREIGN EXCHANGE
Our Electronic Foreign Exchange Services allow you to initiate FX Requests over the internet or by telephone. By
accessing our Website, you can request that we provide an FX Transaction quotation, and by accepting our quotation
you can electronically enter into FX Transactions, all in accordance with the instructions provided in the applicable
User Documentation.
AUTHORIZED PERSONS
Before using an Electronic Foreign Exchange Service, you give us, by completing the applicable application, a
written list of the persons authorized by you, including the security administrators, to perform certain duties in
connection with the Electronic Foreign Exchange Service.
SECURITY PROCEDURE
You agree to use the Security Procedure, if any, when you send us FX Requests. The purpose of the Security
Procedure is to verify the authenticity of FX Requests delivered to us in your name and not to detect errors in the
transmission or content of the FX Requests. Each time you use an Electronic Foreign Exchange Service, you
represent and warrant that, in view of your requirements, the Security Procedure is a satisfactory method of
verifying the authenticity of FX Requests.
You agree that we may act on FX Requests, even if they are unauthorized, if we act in good faith and comply with
the applicable Security Procedure and any written agreement with you restricting our action on FX Requests. In such
cases, we may enforce or retain your payment to us for such FX Requests; provided, however, we may not enforce
or retain payment if you prove that the unauthorized FX Requests were not caused by a person (i) entrusted at any
time to act for you with respect to FX Requests or the applicable Security Procedure, (ii) who obtained access to
your premises, computer equipment or transmitting facilities or (iii) who obtained, from a source controlled by you,
information (such as keys and passwords) which facilitated breach of the applicable Security Procedure.
EFFECTIVENESS OF FX TRANSACTIONS
You deliver FX Requests to us through the Service and we send you a quotation that you can accept electronically.
You must follow all system instructions, procedures and warnings delivered to you on the Website provided for the
Service. Once we receive your acceptance of our quote, we send you our deal acknowledgment in accordance with
the applicable User Documentation, and the FX Transaction will be binding and effective. The FX Transaction is not
completed until we send this acknowledgment. You are responsible for contacting us outside the Service if you have
not received our electronic acknowledgment within the time specified in the applicable User Documentation (or in
the absence of such specification within a reasonable time). We will book FX Transactions at our New York office.
Notwithstanding anything to the contrary in this Booklet, we reserve the right to withdraw the Service or terminate
your access to the Service at any time without notice.
ACCOUNT DEBITS
You must have Collected and Available Funds in your account which, when added to funds which may be made
available under a line of credit, are sufficient to cover your FX Requests. You may initiate an FX Request only if the
offsetting debit to your account, including the available line of credit, will not cause you to exceed the account
balance according to your records. If your records and ours disagree regarding the account balance, our records will
control for purposes of our processing the FX Request.
Unless you have available funds under a line of credit with us, you are obligated to pay us the amount of any FX
Request once we receive your FX Request. We will debit the account you specify for the amount of your payment
before we process your FX Request. If, for any Business Day, we receive more than one FX Request and/or other
items payable from your account, we may debit your account for such FX Requests and items in any sequence we
determine in our sole discretion.
If you have available funds under a line of credit with us, we will debit your specified account for the amount of
your payment on the settlement date of the FX Transaction. Prior to the settlement date, you can request a change to
the specified settlement account for the FX Transaction by using the Website for the Service. We will not be
obligated to implement such a change, and the change will not be effective until we have had a reasonable
opportunity to review and act upon your request.
REJECTION OF FX REQUESTS
We may reject any FX Request which does not comply with the requirements of this Booklet or the applicable User
Documentation, including any processing limits described in such User Documentation, or which we have been
unable to verify through use of the Security Procedure. We also may reject any FX Request which exceeds the
Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the
applicable account. Notice of rejection is given to you by telephone, by electronic means, by facsimile or, in event
such notice cannot be given by any of those means, by mail. Notices of rejection will be effective when given.
CONFIRMATIONS AND SETTLEMENTS
You agree that FX Transactions effected through the Service are automatically confirmed and do not require any
further confirmation. Foreign exchange transactions effected by a method other than the Service may also be
confirmed on the Website for the Service in accordance with the User Documentation. Your electronic confirmation
of each such foreign exchange transaction shall have the same effect as if you had received a written confirmation
from us and had reviewed, manually signed and returned the signed confirmation to us.
INTERRUPTION OF COMMUNICATIONS
In the event of a service interruption involving the Service, you may effect FX Transactions, confirm FX
Transactions, and specify settlement instructions by contacting one of our trading rooms or operations centers by
telephone as designated in the applicable User Documentation.
ELECTRONIC STOP PAYMENT
Our Electronic Stop Payment Services allow you to electronically place or cancel a Stop Payment Request. This is in
addition to your ability to make stop payment requests in person, by telephone or in writing as described in your
Account Agreement.
A Stop Payment Request will not be effective until we review our records for the time period specified in the
applicable User Documentation, determine that the check has not been paid during that period and respond to you
with an online status of your request of "accepted" (rather than "rejected" or "pending ").
A Stop Payment Request terminates at the end of the period designated in the applicable User Documentation,
unless the Stop Payment Request is renewed or canceled earlier. A Stop Payment Request is canceled automatically
when the account on which the check is drawn is closed or transferred.
REQUESTING STOP PAYMENTS
You will include in each Stop Payment Request the Magnetic Ink Character Recognition (MICR) serial number and
exact amount (dollars and cents) of the check for which payment is being stopped and the account number on which
the check is drawn. You understand and agree that we can only stop a check that shows exactly the same MICR
serial number and amount as that included in the related Stop Payment Request since our computer system identifies
a check on the basis of the MICR serial number and the exact amount of the check.
You will review your account statements prior to transmitting any Stop Payment Request. You will not transmit any
Stop Payment Request relating to a check that has been shown to be paid on such statements. If a check does not
appear as paid on a statement with the correct check serial number due to defective or damaged MICR information
on the check, we are not liable for processing the check.
In some cases, we may pay a check even if a Stop Payment Request is in effect. For example, if one of our branches
(or banking centers) or affiliates becomes a "holder in due course" of the check that you asked us to stop, we may
still pay the check.
The procedures for placing and acknowledging Stop Payment Requests are described in the applicable User
Documentation.
IMAGE SERVICES
Our Image Services will make available to you digital images of checks, drafts, deposited items, returned items,
notices of debit adjustments (with respect to this section, "debits ") and/or notices of credit adjustments and deposit
slips (with respect to this section "credits ") with respect to specified accounts established with us. (Such Services do
not include Image Lockbox Services, which are provided in connection with our Lockbox Services.) Digital images
will be made available to you at such times as may be set forth in the applicable User Documentation or as otherwise
established by us.
Images may be made available to you by Website, file transmission or by CD- ROM/DVDs. Images available via
Website include checks, drafts, deposited items, returned items, debits and credits. Images available via file
transmission include checks, drafts, returned items, debits and credits. Digital images made available via CD-
ROM/DVDs, which may be accessed through the use of CD- ROM/DVD software that we provide to you, include
checks, drafts, debits and, credits. If you elect to receive Account Reconcilement reports and/or Demand Deposit
Account (DDA) statements on a CD- ROM/DVD, images of such reports and/or statements will also be made
available to you by CD- ROM /DVD.
If an image of a check or draft is missing or is illegible, we will provide you with a copy upon your request. Your
request must include the account number, the check serial number, the exact amount (dollars and cents) of the
payment and the date the payment was made. We may assess a fee for copies provided to you. We will not be liable
for failure to provide copies by a given time or for failure to provide copies we are not reasonably able to provide.
Notwithstanding the Limitation of Liabilities section of this Booklet, we will not be liable for damages arising under
any Image Service in excess of the amount of the check, draft or miscellaneous debit giving rise to your claim. Any
such claim must include the account number, the check serial number, the exact amount (dollars and cents) of the
payment, the date the payment was made, the name of the payee, a detailed explanation of how the claimed loss
occurred and the name, address and phone number of the payee.
Notwithstanding the Suspension and Termination section of this Booklet, in the case of an Image Service using CD-
ROM/DVDs, termination of such service upon 30 days notice may not be effective earlier than the first day of the
statement period immediately following the statement period during which such notice is given.
INFORMATION REPORTING
Our Information Reporting Services make certain account, transaction and related information available to help you
control and manage your accounts. This may include information generated from other Services you use. You may
have information reported directly to you or, with certain of our Information Reporting Services, reported at your
direction to another financial institution or other entity. Information reported on a current day basis is subject to
updating and, therefore, at any point in time may not reflect the information on our records at such time. In addition,
such information may be subject to adjustment upon final posting. Detailed information regarding an Information
Reporting Service is available in the applicable User Documentation.
ACCOUNTS OF OTHER COMPANIES /ORGANIZATIONS
You may elect to have accounts of another company /organization reported to you with any of our Information
Reporting Services. You agree that, for each such account, the company /organization will provide us with its written
authorization, in a form acceptable to us, for us to make its account information available to you. However, you do
not need to provide us such written authorization if the other company /organization is a U.S. Subsidiary and its
accounts are domiciled in the United States of America. In that case, you represent and warrant that such other
company /organization is a U.S. Subsidiary and that it has authorized us to make its account information available to
you.
ACCOUNTS AT OTHER BANKS
You may also elect to have your accounts, or accounts of another company /organization, that are maintained at
another financial institution reported through certain of our Information Reporting Services. If you do so, you agree
that you and the other company /organization will authorize such other financial institution to make the reporting
information available to us and to take all other actions necessary for us to provide Information Reporting Services
to you. We shall not be responsible for the accuracy or timeliness of any information provided to us by any such
financial institution.
THIRD -PARTY INFORMATION
If you gain, through your use of one or more Services, access to any information relating to any person other than
us, you or any of your Subsidiaries which have authorized your receipt of such information, you agree that you will
treat such third -party information as strictly confidential and you shall not disclose it to any person outside your
company or to any persons within your company except those who have a need to know. Further, you shall ensure
that adequate measures have been taken to prevent the unauthorized use of any such third -party information. You
agree that you will not use any such third -party information for your own purposes other than in a communication to
us relating to the Service.
LOCKBOX
Our Lockbox Services involve the processing of checks and other payment instruments, such as drafts, that are
received at a Lockbox Address or by special arrangement with us, excluding without limitation the processing of
cash, stock certificates and tangible valuables. With a Lockbox Service, you instruct your customers to mail checks
and other payment instruments you want to have processed under a Service to the Lockbox Address. We are not
liable to you for losses you suffer if anything other than checks or other payment instruments are sent to the
Lockbox Address. We and/or our agents will have unrestricted and exclusive access to the mail sent to the Lockbox
Address.
If we receive any mail containing your lockbox number at our lockbox operations location (instead of the Lockbox
Address), we may handle the mail and reserve the right to deposit the items as if they had been received at the
Lockbox Address.
PROCESSING
We will handle checks received at the Lockbox Address according to the applicable Account Agreement, applicable
User Documentation and our availability schedule, as if the checks were delivered by you to us for deposit to your
designated account, except as modified by this Booklet.
We will open the envelopes picked up from the Lockbox Address and remove the contents. Checks and other
documents contained in the envelopes will be inspected and handled in the manner specified in the set -up documents
for the applicable Lockbox Address. We capture and report information related to the lockbox processing, where
available, if you have specified this option in the set -up documents. As appropriate, we will endorse all checks we
process on your behalf and deposit them in the account you designate for the applicable Service.
If we process an unsigned check as instructed in the set -up documents, and the check is paid, but the account owner
does not authorize payment, you agree to indemnify us, the drawee bank (which may include us) and any
intervening collecting bank for any liability or expense incurred by us or such other bank due to the payment and
collection of the check.
If this option is available and if you instruct us not to process a check bearing a handwritten or typed notation
"Payment in Full" or words of similar import on the face of the check, you understand that we have adopted
procedures designed to detect checks bearing such notations; however, we will not be liable to you for losses you
suffer if we fail to detect checks bearing such notations.
Unless we agree otherwise, each Business Day we will prepare and send remittance materials (images via internet,
electronic file and/or paper packages) relating to the Lockbox Address to you at the address you specify for that
Lockbox Address other than image lockbox. The material will include, but is not limited to, any checks not
processed in accordance with the set -up documents plus information regarding the deposit for the day. For the
wholesale Lockbox Service, the package will also include invoices and other materials received at the Lockbox
Address.
If you subscribe to the Image Lockbox Service, unless we agree otherwise, we will retain images of processed,
lockbox checks, remittance documents and correspondence for an archive period of a rolling 45 days. The images
will be sent to you via an encrypted CD -ROM or other encrypted medium as specified in the User Documentation.
Upon receipt, you must promptly notify us if such CD -ROM contains a media defect or is unreadable in its entirety.
Subject to the terms herein regarding the retention of lockbox images, we will use reasonable efforts to replace the
CD -ROM, which shall be our sole obligation and your sole remedy with respect to defects in the CD -ROM. If you
elect to not receive an encrypted CD -ROM of the lockbox images, we will have no obligation to provide copies of
such items, other than a copy of the check image.
ACCEPTABLE PAYEES
For the Lockbox Address, you will provide to us the names of Acceptable Payees in writing. We will process a
check only if it is made payable to an Acceptable Payee and if the check is otherwise processable. In some
jurisdictions outside the United States, an Acceptable Payee is limited to you and limited variations of your name. In
all other jurisdictions, including the United States, you warrant that each Acceptable Payee is either you or your
affiliate. If an Acceptable Payee is your affiliate, then you also warrant that such Acceptable Payee has authorized
checks payable to it to be credited to the account you designate for a Lockbox Service. We may require written
authorization from any such Acceptable Payee. We may treat as an Acceptable Payee any variation of any
Acceptable Payee's name that we deem to be reasonable.
NOTIFICATION SERVICE
Our Notification Services, where available, allow you to receive certain types of Notices. The types of Notices
relating to a particular Service are further described in the User Documentation.
You agree Notices are in addition to and not a replacement of or substitution for the Services received by you under
this Booklet or any other agreement between you and us. As set forth in the User Documentation, your system
administrator(s) shall instruct us with respect to your use of the Notification Services.
You acknowledge and agree that Notices are provided as a convenience and as such you (a) acknowledge and agree
that you may not rely on the receipt or expected receipt of a Notice, or the contents (or lack thereof) of any Notice,
to relieve you of any of your obligations or duties under the terms of this Booklet or otherwise, and (b) must
continue to use the Services in compliance with the applicable terms of this Booklet or such other agreement
between you and us. Notwithstanding any terms to the contrary, you agree that we shall not be liable in any case: (i)
for any failure to provide, or any delay in providing, any Notice, (ii) if any Notice is intercepted or received by an
unauthorized person or entity, and (iii) if any Notice is inaccurate or incorrect in any way.
PAYMENT AND INVOICE PROCESSING SERVICES
When you enroll to use the Payment and Invoice Processing Services, you will choose to enroll as a Disburser or
Payer, or both. With our Payment Service, if you are a Disburser you may request us to originate on your behalf
payments to Collectors. With our Invoice Processing Service, if you are a Payer, you will receive invoices sent to us
from Billers, manage those invoices through use of our Website, and elect whether to use our purchase order
matching process. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules.
SECURITY PROCEDURE
You agree to use the Security Procedure when you electronically transmit Transaction Requests to us or our third
party processor. The purpose of the Security Procedure is to verify the authenticity of Transaction Requests
delivered to us or our third party processor and not to detect any errors in the transmission or content of these
messages. Each time you use a Payment Service, you represent and warrant that, in view of your requirements, the
Security Procedure is a satisfactory method of verifying the authenticity of Transaction Requests. You agree we or
our third party processor may act on any electronically transmitted Transaction Request, the authenticity of which
we or our third party processor, as applicable, have verified through use of the Security Procedure.
YOUR RESPONSIBILITIES
If you are a Disburser:
• You must create and transmit to us or our third party processor a Transaction Request for each Entry you
want us to originate on your behalf. You must make certain that each Transaction Request conforms in
form and substance to the requirements, including cutoff times on a Business Day, described in the
applicable User Documentation.
• You must retransmit any Transaction Request or other message initially transmitted to us or our third
party processor through the Payment Service if you have not received an acknowledgment message from
us or our third party processor within the time period specified in the applicable User Documentation.
• You authorize us or our third party processor to originate credits and debits to your Transaction Account
through the ACH network in accordance with this Booklet and the NACHA Rules.
• You must comply with the NACHA Rules for all Transaction Requests and Entries, whether or not a
Transaction Request or Entry is sent through the ACH network. We act as the Originator, on your behalf,
and Originating Depository Financial Institution (ODFI) with respect to Entries. You will deliver
Transaction Requests to us as provided in the User Documentation and the NACHA Rules. The NACHA
Rules govern if they conflict with this Booklet or User Documentation, except that the file specification
requirements in the User Documentation govern if they conflict with the NACHA Rules.
• Before using the Payment Service, you must give us a written list, in a form acceptable to us, of the
persons authorized by you to verify the authenticity of Transaction Requests, Entries and
Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other
duties in connection with such Service.
• You must pay us with Collected and Available Funds for all Transaction Requests and credit Entries
before the settlement date. If you pay us using one of our Wire Transfer Services, the terms and
conditions of the Wire Transfers and International Electronic Funds Transfers section of this Booklet will
apply. If you pay us using one of our Automated Clearing House (ACH) Services, the terms and
conditions of the Automated Clearing House (ACH) section of this Booklet will apply.
If you are a Payer:
• You will receive invoices from Billers through the Invoice Processing Service.
• if you elect to use our purchase order matching process, you will send us a file of outstanding purchase
order data, which we will use to match invoices and purchase orders.
• You will use the applicable Website to manage invoices by you, as described in the User Documentation.
• For those invoices, which are approved by you, you will enter such invoice in your accounts payable
system and send payment to Biller in accordance with your agreement with such Biller.
• With respect to the Invoice Processing Service, you agree that we have no obligation to process payments
or to make certain payments are made to Billers.
• You will resolve disputes regarding invoices from Billers directly with such Billers and we have no
responsibility with respect to such disputes.
When you enroll to use the Payment and Invoice Processing Services, you will become a member of the Network. If
you are a Disburser or a Payer, you must comply with the Network operating rules. The operating rules are available
for your review at https: // secure. paymode. com /policies /operatingrules.htm.
OUR RESPONSIBILITIES
If you are a Disburser:
• We will send Entries on your behalf and in accordance with your Transaction Request through the ACH
system or processed directly to Transaction Accounts with us, all in accordance with the User
Documentation. We may send Entries to any ACH processor selected by us or directly to another bank.
• We will send an Entry to the ACH processor for settlement on the date you select in the applicable set -up
documentation, if we receive the Transaction Request by the applicable processing deadlines specified in
the User Documentation for the Payment Service and, unless we agree in writing otherwise, we have
received Collected and Available Funds from you for the Entry. We may treat Transaction Requests we
receive from you for processing after a deadline as if received on the next Business Day. Transaction
Requests will be deemed received by us when we receive the complete file at the location specified in the
User Documentation.
• We will debit your Transaction Account for the amount of the Transaction Request.
• We will make available to your Collectors any remittance information received from you, as set forth
below.
• We will give you secure access to the status and history of payments made by you through use of the
Payment Service.
• At your request, we will contact those entities you identify to discuss with them enrolling as Collectors,
as described in the User Documentation.
If you are a Payer:
• We will send you invoices from Billers.
• If you elect to use our purchase order matching process, we will accept from you an electronic file of
outstanding purchase orders for use in that process and match invoices to purchase orders, as described in
the User Documentation.
• We will provide you with a Website through which you can view and manage invoices, as described in
the User Documentation.
• We will send you an electronic file of approved invoices.
PROVISIONAL PAYMENTS
You agree to comply with the NACHA Rules for all Transaction Requests and Entries. You agree to be bound by
the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial
Institution (RDFI) to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final
settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that
the Receiver will not have been paid.
Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final
settlement for the Entry or Reversal. If final settlement is not received, we are entitled to a refund and we may
charge your Transaction Account for the amount previously credited. We may delay the availability of any amount
credited for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your Transaction
Account to cover any chargeback or return of the Entry or Reversal.
NOTICE OF ACCOUNT STATEMENT DISCREPANCIES
Information concerning Entries will be reflected in your account statements and, in some cases, in the form of
written or electronic advices or reports that are produced by the Payment and Invoice Processing Services. You must
send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice or
statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not
be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or
erroneous debit to your account or any other discrepancy reflected in the notice or account statement. You must
notify us promptly by telephone or other electronic means approved by us for such purpose, and confirm such notice
in writing, of information concerning an unauthorized or erroneous debit to your account if you learn about or
discover it from any source other than a statement, advice or report from us.
POSITIVE PAY
Our Positive Pay Services allow you to identify exception items, to request photocopies and/or electronic images of
exception items and to instruct us whether to pay or return those items. The options and features available for our
Positive Pay Services are described in the applicable User Documentation. In many locations, if you send us an issue
file, your information may be made available at the teller line. This is called "Teller Positive Pay," which helps
identify fraudulent checks that are presented for payment or deposit at many of our banking centers. Where
available, you also have the option to include payee names with the information available at the teller line. This
service is called "Payee Positive Pay." With Teller Positive Pay, or Payee Positive Pay, where available, the
decision whether to pay such an item may be made by us at the teller line. Where available, you can also identify
ACH Entries as exception items. Please refer to the terms and conditions specified in the ACH Positive Pay section
of this Booklet.
On each Business Day, we provide you a report of checks presented to us for payment on the prior Business Day
and which we have identified as exceptions based on information you have provided to us and as more fully
described in the applicable User Documentation. Exceptions are determined by comparing checks presented to us
(either by other depository institutions or, where applicable, for cashing at one of our banking centers) with lists of
checks issued or canceled by you which you transmit electronically to us each Business Day by the time specified in
the applicable User Documentation. Alternatively, where available, you may choose an option under which we
report all checks presented for payment, in which case we will treat all such checks as exception items.
On the same day we report exception items to you, you must notify us, by the deadline specified in the applicable
User Documentation, which checks you want us to pay or which to dishonor and return. If you fail to notify us by
the deadline, we will handle the exception items in accordance with the prescribed default procedure (which you
may choose where the choice is available). Where required, you will indicate which checks you want us to return,
having been deemed by you to be fraudulent. Our deadlines, default procedures and procedures for acknowledging
pay and return requests are described in the applicable User Documentation. In order to assist you in making your
decision whether we should pay or return exception items, you may request a copy of any exception item.
AUTHORIZED PERSONS
Before using a Positive Pay Service, you give us a written list, in a form acceptable to us, of the persons authorized
by you to perform certain duties in connection with such Service.
ONLINE OPTION
You may access the daily reports of exception items via one of our Websites. Using that system, you must then
notify us by the appropriate deadlines which exception items to pay or which to return. Notwithstanding any
courtesy alerts we may provide to you regarding reports of exception items, you are responsible for checking the
applicable Website for daily reports of exception items and notifying us by the appropriate deadlines which
exception items to pay or which to return.
You may request photocopies of exception items, which we will fax to you, as more fully described in the applicable
User Documentation. Where available, you may arrange to receive and display electronic images of exception items.
MANUAL OPTION
Where available, we will provide you a report of exception items. You must then notify us by the appropriate
deadlines which items to pay or which to return.
ACKNOWLEDGMENTS
You authorize us to return checks or to pay checks in accordance with your instructions and the default procedure in
the applicable User Documentation. We will have no liability for payment of a check which is unauthorized or
fraudulent if (i) the check is included in a report of exception items, (ii) you have not selected a return default for
exception items and (iii) you do not give us timely instructions to return the check.
You acknowledge that our Positive Pay Services do not preclude our standard check processing procedures, which
may cause a check to be dishonored even if your instructions or the default procedure do not otherwise require us to
return such check.
You acknowledge that, if you have our Teller Positive Pay Service, the decision whether to pay or not pay an item
may be made by us at a banking center.
If you decline to use the Teller Positive Pay Service offered by us, or fail to meet the applicable issue file deadlines
in the User Documentation, you also acknowledge that, as between you and us, you will bear the full loss on checks
which are drawn on your accounts with us and paid or deposited by us in good faith if the checks are counterfeits or
bear unauthorized alterations to the amounts or unauthorized maker signatures, even if such checks would otherwise
be exception items
You acknowledge that our Positive Pay Services are intended to be used to identify and return checks which you
suspect in good faith are fraudulent. They are not intended to be used as a substitute for stop payment orders on
checks which are not suspected in good faith to be fraudulent. If we suspect or deem, in our sole discretion, that you
are using these Services contrary to those intentions, we may require you to provide evidence that checks we return
pursuant to your instructions or the return default, if applicable, were in fact fraudulent. In addition, we may hold
you liable for losses we sustain on checks which we are requested to return under these Services and which you do
not reasonably establish as fraudulent checks.
We will use reasonable efforts under the circumstances to respond promptly to proper requests for copies of
exception items if image items are unavailable, but you acknowledge that our failure to provide copies does not
extend the deadlines by which you must notify us of your pay /no -pay decisions.
You acknowledge that you must fulfill your responsibilities in connection with a Positive Pay Service on each
Business Day.
In the event we are required to utilize our business continuity procedures, we will, if feasible, apply the default
procedure in the applicable User Documentation. In some cases, we may attempt to contact you.
RECLEAR
Our Reclear Service resubmits a check or other payment instrument to the financial institution on which it was
drawn if the check or payment instrument has been returned to us unpaid with the notation "refer to maker,"
"nonsufficient funds" or "uncollected funds." Generally, we will not notify you that such an item has been returned
to us unpaid before we reclear it. If a recleared item is returned to us a second time, we will charge your account for
the total amount of the check or payment instrument. We generally total your returned items each day, debit your
account for the total amount and then send the returned checks and payment instructions to you. The items we send
to you serve as your notice of the nonpayments.
RE- PRESENTMENT CHECK (RCK)
Our RCK Services allow you to collect eligible RCK checks that have been returned for insufficient or uncollected
funds, using the ACH Services within the United States of America, as described in the applicable User
Documentation. The creation of the RCK Entries on your behalf by us using the ACH Services will be subject to the
terms and conditions of the ACH section of this Booklet, including but not limited to the Security Procedures
requirements described in that section. The capitalized ACH terms appearing in italics below are deemed in the
NACHA Rules.
YOUR RESPONSIBILITIES
You authorize us to create RCK Entries on your behalf as provided in the User Documentation and the NACHA
Rules. You are deemed to be the Originator under the NACHA Rules, and on each day you use a Service, you
represent and warrant that (i) you have obtained all necessary authorizations from the Receiver prior to the initiation
of any corresponding ACH Entry for a RCK and (ii) you accept as Originator all liability corresponding to the
representations and warranties we as ODFI make under the NACHA Rules regarding RCK.
You shall pay us for the amount of any returned debit Entries (including rejected debit Entries) or any adjustment
Entries accepted by us and which we have previously credited to your account. Such amounts shall be immediately
due and payable by you to us. Returned debit Entries appear on your reports to the extent agreed by you and us, and
you agree that we do not need to send a separate notice of debit Entries which are returned unpaid.
COMPLIANCE WITH NACHA RCK RULES AND LAWS
You agree to comply with the NACHA Rules for all Entries whether or not an Entry is sent through the ACH
network. You act as an Originator and we act as an ODFI with respect to Entries. The NACHA Rules govern if they
conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they
conflict with the NACHA Rules.
Each time you use an RCK Service (i) you warrant that you have obtained the appropriate authorization from each
Receiver and the Entries conform to the authorization and comply with the NACHA Rules and (ii) you make the
same warranties to us as we make under Section 2.2 or any successor section of the NACHA Rules.
TAX PAYMENTS
Our Tax Payment Services allow you to instruct us, using a touchtone telephone, our Software on your computer,
our Website, and any such method as may be described in the applicable User Documentation, to pay any of your
taxes which are reported or filed using the tax forms as more fully described and specified in such applicable User
Documentation. Based on your Tax Payment Instructions, we prepare and remit your tax deposits. Each of these
Services is described in the applicable User Documentation.
SECURITY PROCEDURE
You agree to use the Security Procedure when you deliver Tax Payment Instructions and, as provided in the
applicable User Documentation, cancellation requests to us. The purpose of the Security Procedure is to verify the
authenticity of Tax Payment Instructions or cancellation requests and not to detect errors in the transmission or
content of these messages. You represent and warrant each time you use a Tax Payment Service that, in view of
your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of these messages.
You agree we may act on any Tax Payment Instructions or, as provided in the applicable User Documentation,
cancellation requests, the authenticity of which we have verified through the use of the Security Procedure.
CUTOFF TIMES
You must comply with the deadlines specified in the applicable User Documentation for initiation of Tax Payment
Instructions. If a Service allows you to send instructions to us after the cutoff time, or on a non - Business Day, we
may treat these instructions as if we received them on the next Business Day.
COMMUNICATION EXPENSE AND RISK
Transmission of Tax Payment Instructions to us will be at your expense, except that we may provide a toll -free
number telephone service. If that service is disrupted for any reason, you have the responsibility and risk of using
alternative means of communicating Tax Payment Instructions to us accurately and in time for us to perform any
Tax Payment Service.
REQUIRED INFORMATION
You will furnish us with all required information and authorizations at the times, in the manner and with the content
specified in the applicable User Documentation.
TAX FORMS AND REMITTANCES
After we have received complete Tax Payment Instructions from you, we prepare the related tax forms (which may
be on a magnetic tape or by electronic transmission as authorized by the Internal Revenue Service or other tax
authority, as applicable) for submission to the appropriate tax authority.
If permitted by the input method, you may specify a settlement date in accordance with the User Documentation. If
you use a touchtone phone as your input method, you may request a specified settlement date by calling the
designated customer representative for the applicable Tax Payment Service.
For purposes of these Services, settlement date means the date you specify that the taxing authority's account is to
be credited. If you do not specify a settlement date, we will pay the amount you specify on or before the tax due
date. If you specify the settlement date, payment will be made on the settlement date.
ACCOUNT DEBITS
If you do not specify a settlement date, we debit your account for any tax payment on the Business Day of
transmission. If you specify a settlement date, we generally debit your account on the settlement date unless you are
prefunding your tax payments. Prefunding means that you pay for all tax payments by such time before the
settlement date as we may specify. At our discretion, we may at any time without notice debit your account on the
Business Day that Tax Payment Instructions are transmitted to us (or on any other later date). If we debit the funds
on the transmission date (or any other date before the payment date), we hold the funds as a deposit liability to you,
and not as trust funds, until the date when we remit the funds to the appropriate tax authority. We will not pay you
interest on the funds.
We reserve the right to debit your account and to make a tax payment on your behalf earlier than the tax due date if
the information in your Tax Payment Instruction is unclear or inadequate to permit us to determine the later due date
under the applicable Tax Payment Service or if we otherwise reasonably decide that any delay in the payment of the
tax may expose you to liability for a tax penalty. In such case we will not be liable to you for any lost use of funds.
REJECTION OF INSTRUCTIONS
We may reject your instructions during or immediately after transmission to us if they do not comply with the
requirements of this Booklet or the applicable User Documentation or which we have been unable to verify through
use of the Security Procedure. You will be informed of any such rejection only as specified in the applicable User
Documentation, and no other notice of rejection will be provided.
In addition, we may decline to perform any Tax Payment Service or to report any tax, file any tax form, or pay any
related tax for you, even if we have received instructions to do so, if the tax payment and our related service fees and
charges exceed the Collected and Available Funds on deposit in your account or your ACH processing limit. If we
reject a Tax Payment Instruction for that reason, we will promptly notify you by telephone or facsimile transmission
in which case we will not be liable to you for the tax payment, any interest on the amount of your tax liability, or for
any tax penalty imposed on you in connection with the tax liability. You agree these means of communication are a
reasonable means of notifying you.
CANCELLATION
Subject to the provisions in the User Documentation, you may cancel a Tax Payment Instruction prior to
disconnection of the telephone call in the case of an instruction initiated by touchtone telephone or prior to
transmission to us of an instruction initiated through your computer or our Website.
Thereafter, a Tax Payment Instruction may be canceled only if:
• The tax payment has not been remitted, credited or otherwise made available to a tax authority
• A request to cancel provides sufficient information for us to effect the request
• The request is received by us by telephone or, at the option of either you or us, in writing (including
facsimile transmissions) in time (but in no event later than the deadline specified in the applicable User
Documentation) to afford us a reasonable opportunity to effect the request
OVERPAYMENTS
If we make an overpayment of your tax liability due to our error, we will recredit your account for the amount of the
overpayment, and you agree to take such actions as we reasonably request to obtain a refund of the overpayment and
to arrange for payment of such refund to us. In any event, you agree to repay us for any overpayment upon the
earlier of (i) your recovery of such overpayment or (ii) the application of the related tax credit to another of your tax
payment obligations.
RECORDS AND NOTICE OF ERRORS
We will provide you with statements and confirmations containing information about your tax payments in
accordance with and subject to the applicable User Documentation.
Nothing in this Booklet relieves you of any duty imposed by law or contract regarding the maintaining of records or
from employing adequate audit, account and review practices customarily followed by similar businesses. You will
promptly review for accuracy all records, information and statements delivered from time to time to you by us.
You must send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice
or statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will
not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or
erroneous debit to your account or because of any other discrepancy in the notice or account statement. You must
notify us promptly by telephone, confirmed in writing, if you learn or discover from any source other than a notice
or statement from us of information concerning an unauthorized or erroneous debit to your account.
SUPPLEMENTAL LIMITATION OF LIABILITIES
For each Tax Payment Service, this section supplements the Limitation of Liabilities section of this Booklet.
If any Tax Payment Service is interrupted for any reason and you are unable to complete transmission of your Tax
Payment Instruction to us, you will not be relieved of your obligation to make any tax payment otherwise
contemplated to be made by such Service. We will not incur any liability if you fail to make any required tax
payment by other means in the event of such interruption.
Notwithstanding anything to the contrary, if you initiate a Tax Payment Instruction using an "expedited payment
request ", as specified in the applicable User Documentation, such "expedited payment request" is subject to our
prior approval, at our sole discretion. If we do approve your use of such an "expedited payment request', and you
comply with the specific instructions and procedures set forth in the applicable User Documentation, we will make a
reasonable effort to act on the Tax Payment Instruction initiated using such "expedited payment request," but we
will have no liability if it is not effected.
WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS
This section applies to our U.S. domestic and worldwide wire and internal funds transfer services and to our
International Electronic Funds Transfer Services outside the United States of America. It does not apply to ACH
Services within the United States of America, which are covered in the Automated Clearing House (ACH) section of
this Booklet.
Wire Transfer and International Electronic Funds Transfer Services permit you to transfer funds electronically and,
as appropriate, to transmit related messages as more fully described in the applicable User Documentation. These
transfers are typically from your accounts with us to other accounts at our bank, at our affiliated banks or at other
eligible banks. These transfers may also include transfers to your accounts with us from your accounts at other
banks. These transfers may be made according to a specific request from you or according to your standing
instructions (which may include daily sweeps from your accounts at our affiliated banks to your account with us).
They also may be low -value batch payments made according to multiple requests within a single electronic data file
for transfers to or from your accounts.
MULTIBANK
The Multibank Service permits you to relay through us your instructions to another bank to wire transfer funds from
one of your accounts held at that other bank (as used in this section, "multibank instructions "). Before using the
Multibank Service, you must provide us with the account number and bank name for each account to be debited
using this Service. You also must provide the bank holding the debit account with express, written authorization
(with a copy to us where requested) to act on instructions we send to it under this Service. You agree that we may
rely on that authorization until we have had a reasonable opportunity to act on notice that it has been revoked.
Multibank instructions are not payment orders to us, and we have no obligation to execute, transmit or accept any
payment orders made to us under the Multibank Service.
If we receive any multibank instruction via SWIFT, we will relay your instructions to the receiving bank, subject to
business day schedules for us, SWIFT, and the receiving bank. We will have no liability arising out of or relating to
our forwarding, or any rejection by the other bank of, any such instruction which is not in the SWIFT format
required by the other bank for such instruction. Your multibank instructions to us via SWIFT must be sent to the
SWIFT address specified by us to you from time to time.
If we receive any multibank instructions other than via SWIFT, we will either, (i) where feasible, create a SWIFT
formatted message from your instruction and relay it by SWIFT to the other bank, or (ii) use whatever means or
medium we deem appropriate, including use of third -party facilities, to reformat and transmit your payment order to
another bank, and we have no duty to do so if your request is defective, incomplete, erroneous or inconsistent with
the terms of this Booklet. We may act on your multibank instructions as we reasonably consider appropriate
notwithstanding any error, omission, defect or lack of clarity in its terms and even if the instructions appear to
duplicate other multibank requests. You agree that your indemnity of us, as set forth in the Protection From Third
Parties section of this Booklet, applies to any claims by another bank based on our sending a multibank instruction
containing any error, omission, defect or lack of clarity.
If you wish to cancel or amend a payment order set forth in a multibank instruction, you must contact the bank to
which the payment order is directed and act in accordance with its procedures.
Reports on multibank instructions which we have processed may be included in an Information Reporting Service if
you have arranged such reports from the bank that is subject to such instructions.
COMPLIANCE WITH RULES AND LAWS
You agree to comply with all applicable payment system rules, including the national payment system rules and any
other applicable laws and regulations of the receiving country of your transaction. You also agree to comply with the
authorization and notice requirements applicable to any Request to debit another person's account.
AUTHORIZED PERSONS
Before using a Wire Transfer Service or an International Electronic Funds Transfer Service, you give us a written
list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such
Service.
SECURITY PROCEDURE
You agree to use a Service in accordance with the relevant Security Procedure. The purpose of the Security
Procedure is to verify the authenticity of Requests delivered to us in your name and not to detect errors in the
transmission or content of Requests. You represent and warrant each time you use a Wire Transfer Service or an
International Electronic Funds Transfer Service that, in view of your requirements, the Security Procedure is a
satisfactory method of verifying the authenticity of Requests.
You agree that we may act on Requests, even if they are unauthorized, if we act in good faith and comply with the
applicable Security Procedure and any written agreement with you restricting our action on Requests. In such cases,
we may enforce or retain your payment to us for such Requests; provided, however, we may not enforce or retain
payment if you prove that the unauthorized Requests were not caused by a person (i) entrusted at any time to act for
you with respect to Requests or the applicable Security Procedure, (ii) who obtained access to your premises,
computer equipment or transmitting facilities or (iii) who obtained, from a source controlled by you, information
(such as keys and passwords) which facilitated breach of the applicable Security Procedure.
ACCOUNT DEBITS
You must have Collected and Available Funds in your account which, when added to funds which may be made
available under a line of credit, are sufficient to cover your Requests. You may initiate a Request only if the
offsetting debit to your account, including the available line of credit, will not cause you to exceed the account
balance according to your records. If your records and ours disagree regarding the account balance, our records will
control for purposes of our processing the Request.
You are obligated to pay us the amount of any Request once we act on, other than to reject, your Request. At our
discretion, we may at any time without notice require payment before we process your Request. Even if we have
done so in the past, we are not obligated to process any Request without having first been paid by you, but, if we do,
the amount is immediately due and payable without notice or demand.
Prior to initiating any Wire Transfer Service Request to debit an account of a third party, you must provide us with
documents, in a form acceptable to us, evidencing the third party's authorization.
You will pay us for the amount of any returned or rejected debit transactions, or any adjustments, which we
previously credited to your account.
If, for any Business Day, we receive more than one Request and/or other items payable from your account, we may
debit your account for such Requests and items in any sequence we determine in our sole discretion.
ACTING ON REQUESTS
We will use any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably
select to transfer funds.
After we receive a Request by the applicable processing deadline (as specified in the applicable User
Documentation), but no later than the value date stated in your Request (if such date is not earlier than the day such
Request is received), we will act upon such Request by making applicable accounting entries or by transmitting
payment instructions to the applicable bank or other party. If applicable, our acting on your Request will also be
subject to the business day schedule of any of our banking centers or affiliates holding an account to be debited or
credited under a Service. We may treat Requests we receive after a deadline as if we received them on the next
Business Day. International Electronic Funds Transfer Services Requests will be deemed received by us when we
receive the complete electronic data file at the location specified in the applicable User Documentation.
REJECTION OF REQUESTS
We may reject any Request which does not comply with the requirements of this Booklet or the applicable User
Documentation, including any processing limits described in such User Documentation, or which we have been
unable to verify through use of the Security Procedure. We also may reject any Request which exceeds the Collected
and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable
account. We may also reject any Request if it may be returned for any reason under the applicable national payment
system rules of the receiving country of your transaction. Notice of rejection may be given to you by telephone, by
electronic means, by facsimile or by mail, depending upon the method of origination. Notices of rejection will be
effective when given.
CANCELLATION OR AMENDMENT
We have no obligation to cancel or amend Requests after we receive them or to cancel or amend any particular
funds transfer requested by a standing instruction which is in effect, however, if you send us a Request instructing us
to cancel or amend a prior Request and we are able to verify the authenticity of the cancellation or amendment
Request using the Security Procedure, we will make a reasonable effort to act on that Request, but we will not be
liable if it is not effected. You agree to indemnify us against and hold us harmless from any and all liabilities,
claims, costs, expenses and damages of any nature, including Legal Expenses, we incur in connection with your
Request to cancel or amend. Your obligations under this provision will survive termination of these Wire Transfer
and International Electronic Funds Transfer Services.
PROVISIONAL PAYMENTS
Payment by us for any transaction we credit to your account is provisional until we receive final settlement for the
transaction. If final settlement is not received, we are entitled to a refund and we may charge your account for the
amount credited. We may delay the availability of any amount credited for a transaction if we believe that there may
not be sufficient funds in your account to cover chargeback or return of the transaction.
INCONSISTENCY OF NAME AND NUMBER
A beneficiary's bank (including us when we are the beneficiary's bank) may make payment to a beneficiary based
solely on the account or other identifying number. We or an intermediary bank may send a Request to an
intermediary bank or beneficiary's bank based solely on the bank identifying number. We, any intermediary bank
and any beneficiary's banks may do so even if the Requests include names inconsistent with the account or other
identifying number as long as the inconsistency is not known by us or such other bank. Neither we nor any other
bank has a duty to determine whether a Request contains an inconsistent name and number.
NOTICE OF ACCOUNT STATEMENT DISCREPANCIES
Information concerning payments made pursuant to your Requests will be reflected in your account statements and,
in some cases, in written or electronic advices and reports produced through one of our Information Reporting
Services. You must send us notice, in writing or by electronic means approved by us for such purpose, with a
statement of relevant facts, promptly after you receive the first notice or statement indicating a discrepancy between
our records and yours. If you fail to give the required notice within 14 days, we will not be liable for any loss of
interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your
account or because of any other discrepancy in the notice or account statement. You must notify us promptly by
telephone, confirmed in writing, if you learn or discover from any source other than a statement, advice or report
from us of information concerning an unauthorized or erroneous debit to your account.
ELECTRONIC TRADE SERVICES
Our Electronic Trade Services includes, but is not limited to, allowing you to:
• Initiate collections
• Instruct us to issue standby and commercial letters of credit and guarantees
• Initiate open account transactions
• Receive advice of our receipt of purchase orders naming you as the supplier
• Receive advice of our receipt, confirmation, or payment, of commercial letters of credit advised and
standby letters of credit advised naming you as beneficiary
• Request full or partial transfers of your commercial letters of credit or full transfers of your standby
letters of credit
• Prepare documents in connection with your commercial letters of credit
• Access reports on letter of credit transactions, open account transactions, collections and bankers'
acceptances
• Access images of your relevant documents as they relate to your letter of credit transactions, collections
and open account transactions
• Request supply chain financing transactions in the roles of either a buyer or a seller
Detailed information regarding each Service is found in the applicable User Documentation.
COLLECTIONS
OUTGOING COLLECTIONS
Over the Counter Collections. Reports concerning your over the counter collections are made available under the
Information Reporting section of Electronic Trade Services in this Booklet.
Direct Collections. Our Electronic Trade Services Direct Collections Service includes, but is not limited to,
allowing you to initiate a collection (as that term is defined in the Uniform Rules for Collections) by delivering an
instruction to a collecting bank.
The instruction will be on a form prescribed by us, but we will not have any responsibility or liability for the terms
and conditions of any instruction; you accept all such responsibility and liability. Each direct collection will be
governed by the Uniform Rules for Collections. You will promptly transmit to us a copy of the completed direct
collection form and, upon our request, will provide to us copies of the underlying documentation or other
information.
You represent and warrant to us as of the date you transmit the instruction form to us that the direct collection is not
prohibited under the foreign asset control or other regulations of the United States of America or the applicable laws
of any other jurisdictions.
Upon our receipt of any payment of a direct collection, the amounts received (less related charges, disbursements
and/or expenses) will be paid to you, except that if we are required to return any such payment received upon the
insolvency, bankruptcy or reorganization of the presenting bank or collecting bank or other third party or for any
other reason, you will repay to us the amount paid to you together with interest thereon from the date we returned
the payment and so notified you at the rate specified by us in our schedule of charges. Unpaid items and related
documents received by us may be returned to you by regular mail at the address specified in the Authorization and
Agreement Certification form which accompanied this Booklet or such other address as may be notified by you in
writing.
INCOMING COLLECTIONS
Our Electronic Trade Services Incoming Collections Service includes, but is not limited to, allowing you to (i)
request us to receive documentary time drafts, sight drafts or bills of exchange drawn on your appropriate account as
part of your trade transactions and (ii) authorize us to make such payments. Such drafts are payable at sight or at a
future date. All such drafts received by us shall either be in the customary form of such drafts, or contain on the face
of the instrument the words "draft" or "bill of exchange." Each draft must designate us as collecting and/or
presenting bank to make presentation to you for acceptance.
You appoint us as your true and lawful attorney -in fact to act in your name, place and stead, solely for the purpose
of signing your acceptance on drafts in accordance with the procedures outlined below. You hereby grant to us all
powers necessary for us to sign your acceptance and thereby bind you to such acceptance. We will date your
acceptance, specifying your name, and will sign as your agent and attorney -in -fact. We are also authorized to sign
your name on your behalf without stating your name or our capacity hereunder. This appointment and grant is
deemed coupled with an interest and may be revoked only by written notice of termination.
You will indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs,
expenses and damages of any nature (including Legal Expenses) that may directly or indirectly result or arise from
or be incurred in connection with:
• Any acceptance or other actions performed by us as attorney -in -fact, except to the extent directly caused
by our gross negligence or willful misconduct
• Any dishonor of a draft by you; and/or
• Any breach of or default under this Incoming Collections Service by you
We shall, within a reasonable time after receipt of your authorization to accept the draft, accept such draft on your
behalf by signing your acceptance on such draft. Within a reasonable time thereafter, we will send an electronic
notification to you. Such notification will include your name, address and reference number, the amount of the draft,
its payment tenor, the maturity date, the drawer's name and the presenter's name. You authorize us to accept, pay or
reject incoming collections on your behalf.
All drafts which we accept on your behalf, in the capacity as your attorney -in -fact, shall conclusively be deemed to
have been accepted in fact by you fully and for all purposes, as if your had signed or executed the acceptance and
such draft.
You authorize us to debit your appropriate account for authorized payments.
STANDBY AND COMMERCIAL LETTERS OF CREDIT- ISSUED
Our Electronic Trade Services Standby and Commercial Letters of Credit - Issued Service includes, but is not limited
to, allowing you to request us, by electronic transmission, to issue a commercial or standby letter of credit or a
guarantee. If electronic transmission is unavailable, you may request us to issue such letters of credit or guarantees
by fax transmission. Each letter of credit or guarantee which we agree to issue will be for your account or the
account of another entity you designate. Each commercial letter of credit we issue will be subject to the UCP and,
when applicable, the eUCP, and each standby letter of credit we issue will be subject to the ISP98. A letter of credit
may be issued by any of our authorized offices within or outside the United States of America. A guarantee may be
issued by any of our authorized offices outside the United States of America.
More detailed terms and conditions concerning the Electronic Trade Services Standby and Commercial Letters of
Credit - Issued Service can be found in the Master Standby Letter of Credit Agreement and/or the Master
Commercial Letter of Credit Agreement (collectively, the Master LC Agreements ). Prior to using the Electronic
Trade Services Standby or Commercial Letters of Credit - Issued Service you will have to execute the applicable
Master LC Agreement. To the extent a discrepancy occurs between this Booklet and your executed Master LC
Agreement(s) , such discrepancy will be resolved by giving precedence to the respective Master LC Agreement.
YOUR RESPONSIBILITIES
You represent and warrant to us as of the date of your issuance request of each commercial letter of credit and each
drawing that you or the importer has obtained all applicable and/or required licenses and other governmental
approvals required for the import, export, shipping, storage of, financing of or payment for the goods and documents
described in the letter of credit. You further represent and warrant to us, for each commercial and standby letter of
credit issued, that you have the authority to enter into such letter of credit and that the letter of credit will not violate
or conflict with any of the provisions of the applicable constituent documents or any other agreement or undertaking
to which you are a party. The transactions underlying the letter of credit are not prohibited under the foreign asset
control or other regulations or laws of the United States of America or the applicable regulations or laws of any
other jurisdiction.
You will obtain, or cause to be obtained, insurance covering fire and other usual risks on all goods described in each
commercial letter of credit issued by us.
You will reimburse us upon demand all monies paid by us under or in respect of each such letter of credit or
guarantee, including payments on any draft, acceptance, order, instrument or demand drawn or presented under the
letter of credit or guarantee. You will pay us on demand interest on all amounts paid by us or any other nominated
bank under each letter of credit or guarantee from the date of such payment until we receive reimbursement at a rate
per annum specified in the applicable User Documentation. You will reimburse us in the currency in which the letter
of credit or guarantee is denominated (or, at our option, the equivalent of the denominated currency amount in U.S.
Dollars or the currency of the country in which the letter of credit or guarantee was issued at the rate of exchange
quoted by us in the city in which the letter of credit or guarantee was issued for the sale of the denominated currency
against U.S. Dollars or such other currency on the date on which the denominated currency amount is paid by us).
Regardless of the expiration of the letter of credit or guarantee, you will remain liable for all such amounts until we
are released from liability to all persons entitled to draw or demand payment under the letter of credit or guarantee.
As a condition to our agreement to issue a letter of credit or guarantee, we may require you at any time to make with
us a cash deposit, which may not accrue interest or earnings credit, and to grant us a security interest in the
underlying goods and documents of title and/or any other property or accounts as we reasonably determine as
security for your obligations to us.
You will pay us Legal Expenses incurred by us in connection with each letter of credit or guarantee including
without limitation our defense of any proceeding initiated by you to enjoin payment or negotiation by us of a letter
of credit or guarantee even if you are awarded such relief, provided only that we have acted in good faith in
defending such action.
If you request the issuance of a letter of credit or guarantee listing one of your Subsidiaries or another entity as the
account party, each such request will be considered a request by you for the issuance of a letter of credit or
guarantee, and you will assume all liabilities and obligations with respect to such letter of credit or guarantee. You
represent and warrant to us that you will derive substantial economic benefit from each underlying transaction
relating to each request for the issuance of a letter of credit or guarantee listing your Subsidiary or another person as
the account party. Your obligations under each letter of credit or guarantee will not be released or discharged if
• We fail to collect any payment under such letter of credit or guarantee directly from the Subsidiary or
such other entity.
• Any bankruptcy, reorganization, insolvency, receivership, moratorium or other such action effecting
creditors generally is filed by or against the Subsidiary or such other entity.
• We receive payment from the Subsidiary or such other entity, but it is subsequently rescinded or must be
returned by us.
OUR RESPONSIBILITIES
If we accept your request, we will issue the commercial or standby letter of credit as described in your electronic or
fax (if electronic is unavailable) transmission and pursuant to this Booklet and the UCP (with regard to commercial
letters of credit) and ISP98 (with regard to standby letters of credit). If we accept your request, we will issue the
guarantee as described in your electronic or fax (if electronic is unavailable) transmission and pursuant to this
Booklet.
We will pay each commercial letter of credit pursuant to its terms, this Booklet and the UCP. We will pay each
standby letter of credit pursuant to its terms, this Booklet and the ISP98. We will pay each guarantee pursuant to its
terms and this Booklet.
CHANGE OF LAW OR REGULATION
If, subsequent to the issuance date of a letter of credit or guarantee, we determine that the introduction of or any
change in the interpretation of any law, rule, regulation or guideline or the request of a central bank or other
governmental authority will increase our costs relative to our providing the Electronic Trade Services Standby and
Commercial Letters of Credit - Issued Service, as set forth below, then, on demand, you will pay us additional
amounts sufficient (as determined by us) to compensate us for such increased cost. Such increased costs could
include: (i) reserve, deposit, assessment or similar requirements or (ii) increases in capital adequacy requirements.
DEPOSIT ON TERMINATION EVENT
If there occurs an event which permits us, under the Suspension and Termination section of this Booklet, to
terminate this Service immediately, you will deposit with us, on demand and as cash security for your obligations to
us, an amount equal to the aggregate undrawn amount of the letters of credit and guarantees issued by us in the same
currency as the letter of credit or guarantee, or, at our option, its equivalent in U.S. Dollars or the currency of the
country in which the letter of credit or guarantee was issued. You will not withdraw any amount so deposited except
to the extent such amount exceeds the undrawn and unreimbursed amount of the letter(s) of credit and guarantees. If
the amount deposited by you under this Booklet for a letter of credit or guarantee is in a currency different than the
currency in which such letter of credit or guarantee is payable and the amount so deposited becomes less than the
value of the undrawn amount of the letter of credit or guarantee because of any variation in rates of exchange, you
will deposit with us additional amounts in such other currency so that the total amount deposited by you under this
Booklet is not less than the equivalent value of the undrawn amount of the letter of credit or guarantee, determined
by using the rate of exchange quoted by us on the date of our latest demand.
OPEN ACCOUNT
Our Electronic Trade Services Open Account Service permits you electronically to (i) inform us of your purchase
order details, instruct us on examining required documents for compliance with your purchase orders and instruct us
to pay the presenting party and (ii) provide notification to your vendors of open account transactions initiated
through electronic means.
Purchase Orders. You will electronically transmit to us, in accordance with applicable User Documentation, files
of purchase orders you have sent to your vendors with instructions to present documents to us. The electronic files
will be in such format(s) and transmitted through such channel(s) as you have selected and we have approved. If you
are not requesting us to issue a commercial letter of credit, each transaction will be flagged as an "open account"
payment type.
When we receive required documents, we will review them according to your purchase order terms. If and as
provided by the open account payment type selected by you, we will match the documents against the pertinent
purchase orders housed on our electronic database in accordance with the parameters established by you and
accepted by us. If you have sufficient Collected and Available Funds in the account you have designated, we will
pay the presenting vendors as provided under the open account payment type selected by you from the following
three types:
• Importer matching — you match the documents against your copy of the pertinent purchase order and
instruct us how much to pay to the presenter and when to pay.
• Bank matching — we match the documents against our electronic file of the pertinent purchase order,
following the parameters established by you; we then electronically inform you, indicating whether they
are compliant or non - compliant, and await your payment instructions.
• Auto -pay — we match the documents as described above, and, if we determine they are compliant, make
payment to the presenter; if we determine that the documents are non- compliant, we make payment only
upon your express instructions.
Notification of Open Account Transactions. With respect to open account notification letters, we will notify, by
Electronic Trade Services, fax, courier or mail as instructed by you, your vendors of (i) our receipt of such notices
naming them as vendor and (ii) any payments made pursuant to drawings under such open account transactions.
STANDBY LETTERS OF CREDIT - ADVISED (CONFIRMED/UNCONFIRMED)
Our Electronic Trade Services Standby Letter of Credit - Advised Service includes, but is not limited to, allowing you
to receive advice, by electronic transmission, of (i) our receipt of any standby letter of credit naming you as
beneficiary; (ii) our confirmation of any such letter of credit; (iii) the status of any documents or payments with
regard to any Standby Letter of Credit - Advised; and (iv) any payment made pursuant to a drawing under any such
letter of credit.
You may elect to have Standby Letters of Credit - Advised of a Subsidiary or other entity reported to you with our
Electronic Trade Services Standby Letter of Credit - Advised Service. You agree that the Subsidiary or other entity
will provide us with a written authorization, in a form acceptable to us, for us to make that Subsidiary or other
entity's information available to you.
General. The Standby Letter of Credit - Advised and the Full Transfer (as described below) must be subject to UCP
or ISP98, and our rights hereunder are in addition to rights we have under UCP or ISP98, as applicable.
Full Transfer. You may request the transfer of all of your rights as beneficiary of a Standby Letter of Credit -
Advised by submitting to us, for each transfer, a request providing the following information:
• Standby Letter of Credit number
• Name of issuing bank
• Our advice number
• Name and address of second beneficiary's advising bank
• Name and address of second beneficiary
• Date of application
If we approve the transfer, we will place the appropriate endorsement on the Standby Letter of Credit - Advised and
send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by
us. The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including sole
rights to agree to any amendments, including increases or extensions or other changes. You must provide us the
original Standby Letter of Credit - Advised and any existing amendments. You understand that we may, at our sole
discretion, refuse to approve any Full Transfer to a second beneficiary. You acknowledge that due to conditions of
the original Standby Letter of Credit - Advised, certain proprietary information may be disclosed to the second
beneficiary and/or to the applicant under the original Standby Letter of Credit - Advised. We will have no liability to
you in the event of such disclosure and, in such event, you will indemnify and hold us harmless from all claims of
third parties. You acknowledge that your rights as beneficiary in the original Standby Letter of Credit - Advised are
irrevocably transferred to the second beneficiary(ies) who shall have sole rights. In that connection, your approval is
not required for us to honor a discrepant presentation made by the second beneficiary.
For our transfer fee, we may debit your account(s) with us, which you may designate subject to our reasonable
approval. You also agree to pay us on demand any expenses which may be incurred by us in connection with this
transfer.
Partial Transfers. We do not permit partial transfers of Standby Letters of Credit - Advised.
COMMERCIAL LETTERS OF CREDIT— ADVISED (CONFIRMED/UNCONFIRMED)
Our Electronic Trade Services Commercial Letter of Credit - Advised Service includes, but is not limited to, allowing
you to receive advice, by electronic transmission, of (i) our receipt of any commercial letters of credit naming you as
beneficiary; (ii) our confirmation of any such letter of credit; (iii) the status of any presentations or payments with
regard to any Commercial Letter of Credit- Advised; and (iv) notification of any payment pursuant to a presentation
under any such letter of credit. The Commercial Letter of Credit — Advised Service also facilitates electronic
preparation of required documents under such advised letters of credit using electronic data captured through our
electronic advising process.
You may elect to have Commercial Letters of Credit - Advised of a Subsidiary or other entity reported to you with
our Commercial Letter of Credit - Advised Service. You agree that the Subsidiary or other entity will provide us with
a written authorization, in a form acceptable to us, for us to make that Subsidiary or other entity's information
available to you.
You may prepare required documents based on your Commercial Letter of Credit - Advised details. You may then
edit and locally print those documents and courier them to us for presentation.
General. All Commercial Letters of Credit - Advised (and any transactions thereunder, including transfers) must be
subject to the UCP and our rights herein are in addition to rights we have under the UCP.
REQUESTS FOR TRANSFERS
Partial Transfers. You may request the partial transfer of your rights as beneficiary, with or without substitution of
invoices, of Commercial Letters of Credit - Advised by submitting to us, for each transfer, a request providing the
following information:
• Date of application
• Whether the transfer is with or without substitution of invoices and/or drafts
• Whether you refuse to allow amendments to be passed automatically to the second beneficiary without
your consent
• Our Commercial Letter of Credit - Advised reference number
• Name of issuing bank
• Name and address of second beneficiary
• Name and address of second beneficiary's advising bank
• Amount to be transferred
• Description of merchandise subject to the transfer
• Unit price (if any)
• Expiration date for the transferred Commercial Letter of Credit - Advised
• Latest shipment date for the transferred Commercial Letter of Credit - Advised
• Number of days after shipment within which documents must be presented for the transferred
Commercial Letter of Credit - Advised
• Insurance percentage (if applicable) for the transferred Commercial Letter of Credit - Advised
If we approve the transfer, we will advise the second beneficiary of the terms and conditions of the transferred credit
by full text teletransmission, mail /airmail or courier (as we deem appropriate).
With respect to all partial transfers, whether with or without substitution of invoices, you may refuse to allow us to
notify the second beneficiary(ies) of any future amendment(s) received under the original Commercial Letter of
Credit - Advised.
If you elect transfer with substitution of invoices, then, on our first demand, you will deliver to us within one (1)
Business Day your draft, commercial invoice and any other required documents in compliance with the terms of the
original Commercial Letter of Credit - Advised. The draft and documents are in substitution of those presented by the
second beneficiary. When (i) the documents of the second beneficiary and the substitution documents from the first
beneficiary are determined to comply with the terms of the Commercial Letter of Credit - Advised or, if determined
to be discrepant, are taken up by the issuing bank and (ii) we are in receipt of funds, we will pay you in accordance
with your instructions for the amount of the difference between your draft and the draft of the second beneficiary,
less any fees due and payable to us in connection therewith. If you fail, at our first demand, to deliver to us your
drafts, invoices and other required documents as stated above, you acknowledge our right to present invoices and
other documents received from the second beneficiary in accordance with the instructions of the original
Commercial Letter of Credit- Advised. You also understand that we will not pay you the difference between the
amount of the draft of the second beneficiary and the amount authorized to be paid to you under the original
Commercial Letter of Credit - Advised.
Full Transfers. You may request the transfer of all of your rights as beneficiary, without substitution of invoices, of
Commercial Letters of Credit - Advised by submitting to us, for each transfer, a request providing the following
information:
• Date of application
• Our Commercial Letter of Credit - Advised reference number
• Commercial Letter of Credit - Advised number (issuing bank's number)
• Name of issuing bank
• Name and address of second beneficiary
• Name and address of second beneficiary's advising bank
• Amount to be transferred
If we approve the transfer, we will place the appropriate endorsement on the Commercial Letter of Credit - Advised
and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared
by us. The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including
sole rights to agree to any amendments, including increases or extensions or other changes.
For any transfer, you must provide us the original Commercial Letter of Credit - Advised and any existing
amendments. You understand that we may, at our sole discretion, refuse to approve any full or partial transfer to a
second beneficiary. You acknowledge that due to conditions of the original Commercial Letter of Credit - Advised,
certain proprietary information may be disclosed to the second beneficiary and/or to the buyer under the original
Commercial Letter of Credit - Advised. We will have no liability to you in the event of such disclosure and, in such
event, you will indemnify and hold us harmless from all claims of third parties. You acknowledge that your rights as
beneficiary in the original Commercial Letter of Credit - Advised (up to the amount shown in your request with
respect to partial transfers) are irrevocably transferred to the second beneficiary(ies) who shall have sole rights (but
only up to the amount shown in your request in the case of a partial transfer). In that connection, your approval is
not required for us to honor a discrepant presentation made by the second beneficiary.
For our transfer fee, we may debit your account(s) with us, which you may designate subject to our reasonable
approval. You also agree to pay us on demand any expenses which may be incurred by us in connection with this
transfer.
INFORMATION REPORTING AND IMAGE ACCESS
We will make available to you, subject to the terms of the Information Reporting section of this Booklet, reports
including, but not necessarily limited to, standby letter of credit transactions issued and/or advised, commercial
letter of credit transactions issued and/or advised, bankers' acceptances, collections and open account transactions,
as more fully described in the applicable User Documentation.
We will also make available to you images including, but not necessarily limited to, your relevant documents as they
relate to your letter of credit transactions, collections and open account transactions, as more fully described in the
applicable User Documentation.
SUPPLY CHAIN
SUPPLY CHAIN BUYER
Our Electronic Trade Services Supply Chain Service permits you electronically to (1) upload invoices that you have
approved for payment, (2) make these uploaded invoices available to your vendor for early financing, (3) make
payments on these uploaded invoices and (4) inquire and report on the status of these uploaded invoices.
Invoice Upload. You will electronically transmit to us, in accordance with applicable User Documentation, files of
invoices that you have approved for payment on a future date and which you wish us to make available to your
vendors for early financing. The electronic files will be in such format(s) and transmitted through such channel(s) as
you have selected and we have approved.
Approval of Uploaded Invoices and Payment. Once invoices have been made available to the vendor, we will, at
our discretion, respond to their request for early financing and will pay the vendors accordingly. On the maturity
date of the invoice, we will collect funds from the account you have designated. If your vendor decides not to
discount an invoice, you will, at maturity date, make payment to them through us.
Reporting. Information reporting is available to you on the status of each invoice and payment related to each such
invoice as further described in the applicable User Documentation.
SUPPLY CHAIN SELLER
Our Electronic Trade Services Supply Chain Service permits you electronically to (1) select invoices that you wish
to be considered for early financing and (2) inquire and report on the status of these selected invoices.
Invoice Selection. You will have visibility into approved invoices that are available for discounting which you can
group together and electronically request us to finance. On receipt of a request from you, we will discount these
invoices at an agreed upon rate from the date of discount until maturity. We are not obligated to discount each
invoice, and will treat them on a case by case basis. If you decide not to discount an invoice, you will, at maturity
date, receive payment from your buyer through us.
Reporting. Information reporting is available to you on the status of each invoice and payment related to each such
invoice as further described in the applicable User Documentation.
With regards to all Services covered by our Electronic Trade Services Supply Chain Service, more detailed terms
and conditions can be found in the applicable Supply Chain Service Documentation to be entered into by you, us
and your vendor or buyer, as applicable. To the extent a conflict exists between this Booklet and the applicable
Supply Chain Service Documentation, the terms and conditions in the Supply Chain Service Documentation will
govern.
SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION
FOR ALL ELECTRONIC TRADE SERVICES
For each Electronic Trade Service, this section supplements the Limitation of Liability section of this Booklet.
You have sole responsibility for determining the level of security you require and assessing the suitability of the
security procedures for these Services. We have no duty to investigate the authenticity of any application, instruction
or other communication you provide us using an Electronic Trade Service. Also, we will have no liability to you for
acting upon any application, amendment or other communication purportedly transmitted by you, even if such
application, amendment or message:
• Contains inaccurate or erroneous information.
• Constitutes unauthorized or fraudulent use of an Electronic Trade Service.
• Includes instructions to pay money or otherwise debit or credit any account.
• Relates to the disposition of any money, securities or documents.
• Purports to bind you to any agreement or other arrangement with us or with other persons or to commit
you to any other type of transaction or arrangement.
We are authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or
other communication by fax or other electronic transmission (including without limitation any transmission by use
of our Software or a Website) received by us purporting to be a communication on your behalf without inquiry on
our part as to the source of the transmission or the identity of the person purporting to send such communication. We
are also authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or
other communication by telephone, purporting to be a communication on your behalf by an authorized person
designated by you.
GENERAL PROVISIONS
ACCESSING SERVICES VIA THE INTERNET
We may make certain Services available via one or more Websites. In addition to any other terms and conditions
applicable to your use of such Websites, you agree as follows:
We reserve the right to suspend your access to, and use of, a Website upon notice of a violation of any of the terms
and conditions applicable to such access and use. In addition, we may suspend your access to, and/or use of, a
Website immediately without notice where such action may be required to prevent interference with or disruption to
services to other customers, to protect the integrity of our systems, or as may be required by law or regulation.
Websites shall be used only for lawful purposes. Without limiting the foregoing, you agree not to use a Website in
any way that would:
• infringe any third party copyright, patent, trademark, service mark, trade secret or other proprietary rights
or rights of publicity or privacy
• be fraudulent or involve the use of counterfeit or stolen items
• violate any law, statute, ordinance or regulation (including, without limitation, those governing export
control, unfair competition, anti- discrimination, defamation or false advertising)
• violate any contractual provision by which you are bound
• be false, misleading or inaccurate
• create liability for us or any service provider(s) or cause us to lose (in whole or in part) the services of
any service provider
• be defamatory, trade libelous, unlawfully threatening or unlawfully harassing
• interfere with or disrupt computer networks connected to the network(s) used by you
• interfere with or disrupt the use by any other customer of the Website and/or of any services accessed via
the Website
Violations of system and network security are prohibited, including but not limited to unauthorized access to, or use
of, systems or data. You agree not to attempt to probe, scan or test the vulnerability of a system or to breach
security or authentication measures or to seek to interfere with any system or network security. We will investigate
violations of system and/or network security and may involve law enforcement if criminal conduct is suspected.
Indirect or attempted violations of these terms and conditions by you, and any actual or attempted violations by a
third party on your behalf, shall be considered violations by you.
You agree to follow all our procedures and requirements with respect to security in accessing and using a Website
and not to misrepresent your identity. Where passwords or other access information may be required, you are solely
responsible for the security of such access information and will hold us harmless from any unauthorized access to or
use of systems that may result from your failure to properly maintain the security of such access information.
You agree to cooperate with us and any service provider(s) with regard to your access to, and use of, a Website,
including providing such technical assistance and information as we may reasonably request.
You agree to access and use Websites only for the purpose intended and not for any purpose of commercial
exploitation.
CHANGES TO A SERVICE
You may request us at any time to change the processing instructions for any Service. We are not obligated to
implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes,
we are entitled to rely on requests purporting to be from you. For certain changes, we may require that your requests
be in writing, in a form and manner acceptable to us, or be from an authorized person you designate. In addition,
certain requests for changes may be subject to our approval.
We may change, add or delete any of the terms and conditions applicable to any or all Services upon 30 days prior
notice to you in writing or by electronic means. Your continued use of or failure to terminate any Service, after the
effective date of the change, will indicate your agreement to the change.
COMMUNICATIONS
Any written notice or other written communication to be given under the terms of this Booklet will be addressed to
the applicable address specified on the Authorization and Agreement form you return to us, except as you or we
specify otherwise in writing in conjunction with your accounts or particular Services. Notices are effective upon
receipt, except as otherwise provided in this Booklet or any Materials.
You agree that we may electronically monitor and/or record any telephone communications with you in those
countries which permit that practice. If our records about any such communication are different from yours, our
records will govern.
If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise
communicate with us, your use of such electronic mail with respect to a Service will be subject to the terms and
conditions of this Booklet and will comply with the applicable User Documentation. You further agree to bear the
risk that such electronic mail may be corrupted, modified, garbled or hacked or its confidentiality may be breached
by a third party and the risk that we will rely on such mail, which appears to be from you but which is unauthorized,
and that such reliance will result in a loss. In addition, you agree that we may rely on the integrity of facsimile
transmissions that you send us and you agree to bear the risk that the information we receive differs from that sent to
us, and that such reliance will result in a loss.
CONFIDENTIALITY
OUR OBLIGATION
We will maintain the confidentiality of information obtained from you in connection with Services we provide under
this Booklet in accordance with our normal procedures for safeguarding customer information and the policy
reflected in the Bank of America Corporation Code of Ethics, except as otherwise provided herein.
YOUR OBLIGATION
You acknowledge our claim to proprietary rights in the Materials and that the Materials constitute our "trade
secrets" or trade secrets of our licensors or vendors. You understand that all Materials are confidential and you will:
• Safeguard the Materials at all times.
• Establish and maintain procedures to assure the confidentiality of the Materials and any password or code
subsequently changed by you.
• Use the Materials only for the purposes for which we provide them.
• Notify us promptly by telephone, confirmed in writing, if any Materials are lost or their confidentiality is
compromised.
• You will not, nor will you allow anyone else to, do any of the following without our prior consent:
• Disclose any Materials to any person or entity, except to your employees and agents with a need to know
the Materials.
• Make any copies, in whole or in part, of any Materials in whatever form or medium (electronic, printed
or otherwise) in which they may exist from time to time, except as provided in the Software License
section.
• Translate, reverse engineer, disassemble or decompile any Software or security devices.
These confidentiality obligations continue after a Service you are using is terminated.
You have sole responsibility for the custody, control and use of all Materials. You agree that no individual will be
allowed to initiate a request or other instruction contemplated in this Booklet or to have access to any Materials
without proper supervision and strict security controls. If a Service requires use of user identification codes or
passwords, we will be fully protected in relying on the correct user identification codes and passwords, as described
in the relevant User Documentation.
GENERAL
This section does not limit either party's ability to disclose information (i) that the other party has approved by prior
writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii) that is or becomes public
other than through a breach of these confidentiality obligations, (iv) that was in its possession or available to it from
a third party prior to its receipt of it in connection with any Service, (v) which is obtained by it from a third party
who is not known by it to be bound by a confidentiality agreement with respect to that information, (vi) as required
or requested by any securities exchange or regulatory body to which either party is subject or submits or (vii) as
otherwise required to be disclosed by law or by legal or governmental process.
In addition, you agree (i) that we may disclose to our offices, affiliates, officers, employees and agents with a need
to know any information we obtain about you and (ii) that those offices, affiliates, officers, employees and agents
may disclose such information as permitted under the immediately preceding paragraph.
You acknowledge and agree that data processing related to Services covered by this Booklet and your associated
accounts, or the partial or complete delivery of certain Services, may take place in countries other than those where
you and your accounts with us are located. You further understand that information concerning your relationship
with us may be available on our electronic data system both for information management purposes and in order to
enable you to benefit from our electronic banking services. You understand and agree that, as a result, your banking
relationship information may be available to some of our offices, affiliates, officers, employees and agents outside
the country or countries where you and your accounts are located. You authorize us to transmit your banking
relationship information across national borders, notwithstanding the banking secrecy laws of any of the countries
involved, as necessary or appropriate to provide any Services.
It is possible that in providing the Services we will transmit Personal Data. We will only transmit Personal Data to
our locations, to locations of our affiliates or to others in order to provide the Services. We may contract with others
to provide data transmission or storage services to us. In that case, we will require that they treat Personal Data
solely in accordance with our instructions. You agree to comply with any directions we may give you from time to
time with respect to the Personal Data.
Neither party will use the other's name or refer to the other party directly or indirectly in any solicitation, marketing
material, advertisement, news release or other release to any publication without receiving the other party's specific
prior written approval for each such use or release, except that we may use your name as a reference in service
proposals if we obtain your prior oral approval for such use. In addition, the Bank may develop and use case studies
related to and describing completed transactions between Bank and Client (the "Case Study ") and use the Case
Study in Bank's service proposals, marketing materials and Website. Prior to publishing or distributing the Case
Study, Bank will provide a copy of the Case Study to Client for review and consent.
This section also does not limit our ability or that of our affiliates to access and use transaction data related to any
Service provided to you in connection with the management of our or their business.
These obligations continue after any Service you are using is terminated.
CURRENCY EXCHANGE RATES
If a Request, an Entry, a check issued under the Check Issuance Services or a draft created under the Client - Printed
Drafts Services involves a currency other than the currency in which the relevant account is denominated, your
funds will be exchanged for such other currency at a current rate of exchange on or before the transfer or debit date,
as the case may be, in accordance with our normal procedures (including applicable User Documentation). If we
assign a currency exchange rate to your transaction, such exchange rate will be determined by us based upon market
conditions. We consider many factors in setting our exchange rates, including without limitation exchange rates
charged by other parties, desired rates of return, market risk and credit risk. You acknowledge that exchange rates
for retail and commercial transactions, and for transactions effected after regular business hours and on weekends,
are different from the exchange rates for large inter -bank transactions effected during the business day, as reported
in The Wall Street Journal or elsewhere. Exchange rates offered by other dealers, or shown at other sources
(including online sources) may be different from our rates. We do not accept any liability if our rates are different
from rates offered or reported by third parties, or offered by us at a different time, at a different location, for a
different transaction amount, or involving a different payment media (banknotes, check, wire transfer, etc.).
Currency exchange rates fluctuate over time, and you acknowledge and accept the risks of such fluctuations: (i) in
the case of Requests, between the time you initiate a Request and the time the transfer is either completed or is
unwound due to a cancellation, amendment, rejection or return, (ii) in the case of checks, between the time you
request us to create a check and the time we debit your account to cover such check and/or the time we re- credit
your account if the check is stopped in accordance with the applicable stop payment procedures and (iii) in the case
of drafts, between the time you print a draft, or request us to print a draft, and the time we transfer funds from your
account to cover such draft.
E- STATEMENTS
If you use a Website, you will receive e- Statements electronically, unless you opt out. If you are not currently
receiving e- Statements, we reserve the right to switch you to receipt of e- Statements unless you notify us that you
wish to opt out. You may opt out by contacting your treasury services representative. You agree that this Booklet
constitutes an agreement under the Uniform Electronic Transactions Act pursuant to applicable state law.
FACSIMILE SIGNATURES
In some countries, businesses use a variety of techniques to produce a facsimile signature manually or by means of a
device or machine (each generally called a facsimile signature) as a convenient method for signing checks,
documents and other items. If you choose to use a facsimile signature, you must provide us with a specimen of each
facsimile signature.
You are responsible for any withdrawal from your deposit account that bears or reasonably appears to us to bear
your facsimile signature, regardless of by whom or by what means the signature was placed on the check. If you
choose to use a facsimile signature, you are responsible, and we may pay a withdrawal and debit your account for
any such withdrawal, even if (i) you have not presented us with a specimen facsimile signature; (ii)the size, color or
style of the check is different from that of the check you use; or (iii) the size, color or style of the facsimile signature
is different from that of the facsimile signature you use.
You agree to compensate us for all losses, claims, damages or expenses, including Legal Expenses, that result from
our payment of a withdrawal bearing a facsimile that reasonably resembles your facsimile signature.
You are responsible for taking security measures and implementing procedures to prevent the forgery, theft or
fraudulent or unauthorized use of your facsimile signature.
GENERAL MATTERS
AGREEMENT
Except with respect to terms governing a Website to which you agree when you use a Service through such
Website, this Booklet constitutes and represents the entire agreement between you and us regarding the Services we
provide you anywhere in the world and supersedes and extinguishes all prior agreements, understandings,
representations, warranties and arrangements of any nature (including requests for proposals and other sales
material), whether oral or written, between you and us relating to any such Service (including any International
Treasury Services Terms and Conditions booklet, but excluding the current Account Agreement). Except as
otherwise expressly provided in this Booklet, this Booklet will be controlling in the event of any conflict between it
and any relevant User Documentation, any other document or written or oral statement (including but not limited to
any Account Agreement, except as applicable law requires otherwise), but excluding terms governing a Website as
noted above. Current User Documentation is available upon request.
This Booklet is binding upon each of your and our respective successors and permitted assigns. You may with our
prior written consent, assign any of your rights or duties described in this Booklet. This Booklet is not for the benefit
of any other person, and no other person has any right under this Booklet against you or us, and nothing contained in
this Booklet creates any agency, fiduciary, joint venture or partnership relationship between you and us.
NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
GENERAL OBLIGATIONS
We are responsible only for performing the Services expressly provided for in this Booklet. We may contract with
an outside vendor in providing any of these Services.
With respect to any Service, we will provide you with assistance by telephone at the numbers and during the hours
specified by us in writing from time to time.
You are responsible for maintaining the security of your data and ensuring that it is adequately backed -up. We are
not responsible for your loss of your data.
ORAL INSTRUCTIONS
Except as otherwise provided in this Booklet with respect to compliance with any applicable Security Procedure, we
may rely on oral instructions from any person who identifies himself or herself by a name which is included on a
written list from you of persons authorized to give such instructions. You will update this list from time to time as
necessary to reflect any changes in authorized persons. Except as otherwise expressly stated in this Booklet, we are
not required to act on any instruction from any person or to give notices to any person.
SEVERABILITY; NO WAIVER
If any provision of this Booklet or the application of any such provision to any person or set of circumstances is
determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Booklet, and the
application of such provision to persons or circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, are not impaired or otherwise affected and continue to be valid and enforceable to
the fullest extent permitted by law.
No delay or failure to exercise any right or remedy under this Booklet is deemed to be a waiver of such right or
remedy. No waiver of a single breach or default under this Booklet is a waiver of any other breach or default. Any
waiver under this Booklet must be in writing.
GOVERNING LAW
Except as otherwise expressly provided in this Booklet for a particular Service, with respect to each Service, this
Booklet is governed by and interpreted according to (i) U.S. federal law and (ii) the law of (A) the state in the
United States of America in which the account (or the principal account, in the case of multiple accounts) associated
with such Service is located or, if there is no such state or no account associated with such Service, (B) the State of
New York, without reference to the principles of conflicts of law of the U.S. and of such state.
If you are headquartered, or are using a Service, outside the United States of America, and if requested by us, you
must appoint an agent for service of process in England, Hong Kong, Singapore and/or the United States of
America, and you irrevocably agree that any writ, summons, order, judgment or other document relating to or in
conjunction with any proceeding, suit or action may be served on you in such jurisdiction.
LIMITATION OF LIABILITIES
ALL SERVICES OTHER THAN ELECTRONIC FUNDS TRANSFER SERVICES
We are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in
providing a Service.
ELECTRONIC FUNDS TRANSFER SERVICES
For Requests and Entries which are subject to UCC 4A, we are liable only for damages required to be paid under
UCC 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Booklet.
For all Requests and Entries not subject to UCC4A and for all other obligations under the Electronic Funds Transfer
Services sections, our liability is limited to actual damages, resulting directly from our willful misconduct or our
failure to exercise reasonable care, not exceeding the following, as applicable: (i) in case of an excessive debit to
your account, the amount of the excess plus compensation equivalent to interest; (ii) in case of payment to an
account not specified by you, the amount of the payment plus compensation equivalent to interest; (iii) in case of
any delay in crediting a debit Entry or Depository Transfer Check (DTC) to your account, the amount of
compensation equivalent to interest for the period of delay; or (iv) in all other cases, the actual damages incurred by
you. You will use reasonable efforts to assist us in recovering the amount of any overpayment for which we are
liable.
If we are obligated to pay interest compensation, we will pay such compensation or credit your account, as we
determine, upon your written request. We calculate compensation for the relevant period as specified in the Account
Agreement or as advised by your customer services representative.
If you transmit a Request to us by way of a funds- transfer system or other third -party communications system not
specifically required by us, the system is deemed to be your agent for that purpose. We are not liable to you for any
discrepancy between the terms you transmit to such system and the terms it then transmits to us.
ALL SERVICES
In no event will we be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature
or any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings,
loss of or corruption to your data, loss of operation time or loss of contracts, even if advised of the possibility of
such loss, damage, cost or expense.
We will not be responsible for the acts or omissions of you or your officers, employees or agents (including but not
limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or the acts
or omissions of any other person or entity, including but not limited to any clearing house association or processor,
any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier,
and no such person or entity will be deemed our agent.
If you permit any Subsidiary or other person to access one of our Service installations on your premises through use
of a remote access software package, we will not be responsible or liable for such Subsidiary or person's use or
misuse of our Services or access to accounts owned by you and for which you did not authorize that Subsidiary or
person to have access via your installation. We may and will treat all instructions and information received by us
through this arrangement as provided by and for the benefit of you and subject to all our rights under this Booklet
with respect to the pertinent Services.
We will not be liable for and will be excused from any failure or delay in performing our obligations for any Service
if such failure or delay is caused by circumstances beyond our control, including any natural disaster (such as
earthquakes or floods), emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or
governmental action or inaction, breakdown or failure of equipment (including Internet failure), breakdown of any
Supplier, or your act, omission, negligence or fault.
We also will not be liable for any failure to act on our part if we reasonably believed that our action would have
violated any law, rule, regulation or court order or decree.
OVERDRAFTS
With respect to a Service, we may, at our sole discretion, allow an overdraft to occur in your account. Except as we
agree or advise you otherwise in writing, you must repay us immediately, without demand, the amount of such
overdraft plus any overdraft charges. In such cases, the fact that we previously allowed an overdraft to occur does
not obligate us to do so in the future. Additional terms and conditions contained in your Account Agreement may
apply.
PAYMENT FOR SERVICES
You must maintain and designate account(s) with us which we will use for debiting or crediting with respect to all
payments and deposits and related adjustments and charges. Except as otherwise provided, you must have Collected
and Available Funds on deposit in your account(s) sufficient to cover such obligations. For purposes of satisfying
your payment obligations, we may consider any overdraft line of credit or other arrangement you have with us.
SERVICE CHARGES
You will pay us for each Service you use according to our schedule of charges currently in effect for you, except as
we agree otherwise (in writing) from time to time. At your request, we will provide you a copy of the current
schedule of charges for the applicable Service. All charges are subject to change upon 30 days prior written notice to
you (unless otherwise agreed in writing), except that any increase in charges to offset any increase in fees charged to
us by any Supplier for services used in delivering any Service may become effective in less than 30 days.
You will pay us for Software support in excess of that contemplated in the General Provisions sections of this
Booklet. The charges for such extra support will be as specified by us before such charges are incurred or as
otherwise agreed by you and us from time to time.
We will, on a monthly basis, debit your account with us for payment of charges due, unless you arrange another
payment procedure acceptable to us.
TAXES
All Service charges are exclusive of sales, value -added and use taxes, stamp and other duties and other
governmental charges imposed on any Service or Materials and not based on our net income. Such taxes, duties and
charges are payable by you.
To
d by law,
indemnif�, and hold
us hafinless 4em and d4and
us against any
the
liabilities,
you will
us against
damages (inekiding
Legal
and all
claims., costs, expenses
and of any nattire
felatin,- tO dkptiteS
OF eflfOFC-efflent of laws,
4nes or rules, legal actions,
by parties othef than you
and us eonceFn
any Service. The
obligations eontained in
the precedin
temiinated. This
misconduet.
section does not apply to
any cost or damage attFibtitable
to our gross negligene
r- intentional
REPRESENTATIONS AND WARRANTIES
On and as of each day we provide any Service to you, you represent and warrant to us that:
• Your agreement to each provision contained in this Booklet is a duly authorized, legal, valid, binding and
enforceable obligation.
• The debiting of any account as provided in this Booklet is not inconsistent with any restriction on the use
of that account.
• All approvals and authorizations required to permit the execution and delivery of the Agreement and
Authorization form and any other necessary documentation, and the performance and consummation by
you of the transactions contemplated under each Service, have been obtained, including but not limited to
due authorization from each applicable third party to allow you to transfer funds and access information
from such party's account.
• Neither your performance of your obligations nor your use of any Service will facilitate illegal
transactions, for example those prohibited by the Unlawful Internet Gambling Enforcement Act, 31
U.S.C. Section 5361 et seq., or otherwise violate any law, rule, regulation, judgment, decree or order
applicable to you.
• The Services you receive pursuant to this Booklet are for business use only and are not primarily for
personal, family or household use.
• There is no lawsuit, tax claim or other dispute pending or threatened against you which, if lost, would
impair your financial condition or ability to pay us under the terms of this Booklet.
RESOLUTION OF DISPUTES
We try to resolve our clients' Service problems or disputes as quickly as possible. In most cases, we can resolve a
problem by telephone.
Any dispute or controversy concerning your use of Services described in this Booklet will be decided by binding
arbitration conducted in the United States of America (except as you and we expressly agree otherwise) in
accordance with the United States Arbitration Act (Title 9, U.S. Code) under the Commercial Arbitration Rules of
the American Arbitration Association. Under these procedures, the dispute is submitted to a neutral person for
determination in place of a trial before a judge or jury. Judgment upon the award made by the arbitrator may be
entered in any court having jurisdiction.
Without regard to the foregoing, any dispute or controversy that arises from an Electronic Funds Transfer Service
will be decided by a judge without a jury in a United States of America federal or state court (except as you and we
expressly agree otherwise in writing). This means that in these instances you waive any right to a trial by jury
in any action or proceeding and agree that such action or proceeding will be tried before a judge without a
jury.
Either you or we may exercise self -help remedies or obtain provisional or ancillary remedies from a court. You or
we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By
exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or
controversy be decided by arbitration or trial by a judge.
SOFTWARE LICENSE
This section applies to all Software we provide to you after you return the Agreement and Authorization form unless
we provide you a separate license agreement for specific Software (including a "click- wrap" Software license you
may obtain from us by downloading from our Website).
For each Software application we provide to you for one or more Services, we grant you a non - exclusive, revocable,
non - transferable license for the use of that Software and any Materials related to the Software that we provide to
you. Each license is granted solely for use in object code form only in connection with one or more Services. You
may use the Software only in accordance with the applicable User Documentation.
The Software, its source code, the Materials and all copyright, patent, trademark, trade secret and other rights in
them are and will remain the exclusive property of us or our licensors. You will secure and protect the Software and
Materials (including all copies) in a manner consistent with the maintenance of our rights and those of our licensors.
In order to protect those rights, you will reproduce and incorporate copyright notices and all other proprietary
legends prescribed by us in any permitted copies. You may not remove, obscure or otherwise tamper with or alter
any such notices or legends affixed to or otherwise contained in the Software or Materials (or copies). You will also
take appropriate action to instruct and obligate your representatives who are permitted access to the Software and/or
Materials (including copies) to comply with your obligations to protect the Software and Materials.
We are obligated to provide you only with those updates, upgrades or new releases of Software which we make
generally available to our other customers who license the same Software. Any corrections, updates, upgrades or
new releases that we provide to you must be installed by you promptly or by such later time as we specify, and will
be deemed part of the Software upon delivery to you. We will provide support only for the most current version of
Software we have provided to you.
You will, at your expense, cause a computer to be installed and kept in good condition and working order at your
site for use of the Software. The computer and its components must be equipment which is acceptable, as specified
by us from time to time.
At our option, we may assist you with the installation of Software on your computer and/or with the training of
persons who will use the Software, but we will not bear any responsibility for (i) such training or (ii) the proper
installation or use of the Software. Except as you and we may agree otherwise, you will be deemed to have accepted
the Software upon its installation.
If we have provided you with Software to be installed on your computer, you may not install the Software on more
than one computer or electronically distribute it to any other computer, without our prior written approval and the
payment of any fees that we may assess. You may move the Software to another computer replacing the one on
which the Software was originally installed or to another site, but only after you give us notice, in writing or by
electronic means approved by us for such purpose, specifying the new computer and site. If we have provided you
with Software to be installed on your network server, you may not electronically distribute, or allow anyone else to
electronically distribute, the Software except from the network server on which it is installed to workstations on that
network. You will provide us notice, in writing or by electronic means approved by us for such purpose, each time
you install the Software on more than one computer (subject to our prior written approval) or electronically
distribute the Software to a workstation on that network, as applicable, in each case indicating the location and the
date of such installation or distribution.
You may not (i) sell, assign, transfer, license, sublicense or publish the Software or Materials (including any
permitted copies), (ii) disclose, display or otherwise make available the Software or Materials (including any
permitted copies) to third parties, or (iii) copy, or allow anyone else to copy, the Software or Materials, without our
prior written approval, except that you may make two copies of the Software for backup and/or archival purposes.
In the event that we provide you with our prior written approval to make an additional copy of the Software, you
will (i) pay us any fees assessed by us and (ii) provide us notice, in writing or by electronic means approved by us
for such purpose, of the location and the date of such copy.
You will provide us with reasonable access to the Software and Materials at your site to provide assistance or to
verify the status or location of the Software and Materials. In addition, we may audit your site and have access to the
Software and Materials provided to you to confirm compliance with this Software License section. Furthermore, we
may audit your site and have access to such Software and Materials if you fail to provide us with any notices or
reports, or if we reasonably believe you are using unauthorized copies of the Software and/or Materials, using the
Software and/or Materials in an unauthorized manner, and/or otherwise failing to comply with any of the terms and
conditions of this Booklet.
You may not alter, repair, modify or adapt any Software or Materials, including, but not limited to, translating,
reverse engineering, decompiling, disassembling or creating derivative works from it.
You will inform our client support unit of all errors, difficulties or other problems with the Software of which you
become aware. We may make reasonable efforts to fix or provide workarounds for any material errors reported to us
and to provide you with support and consultation concerning the Software. Any such efforts, support and
consultation will be determined by us, in our sole discretion. You will cooperate with us in the expeditious
resolution of such errors, difficulties or other problems by providing us, on request, a listing of input, output and all
other data which we may reasonably request in order to reproduce operating conditions similar to those present
when such errors, difficulties or other problems were discovered.
Your license to the Software and Materials will terminate automatically if you breach a material term of this
Software License section or the license, or if the Services for which you are using the Software are terminated. In
addition, in the event of a breach of your confidentiality obligations with respect to the Software, we may seek any
remedy provided by law or equity.
LIMITED WARRANTY /DISCLAIMERS
You acknowledge that the Software and Materials have not been produced to meet your specific requirements and
have not been tested in every possible combination and operating environment. You are responsible for satisfying
yourself that the Software and Materials are satisfactory for your purposes.
You further understand and agree that we make no representation concerning the completeness, accuracy,
timeliness, operation or performance of the Software and/or Materials or their compatibility with any hardware. You
acknowledge and agree that the operation of the Software may not be uninterrupted or error -free and that the
Software and Materials are provided on an "AS IS" basis.
We warrant that the Software will substantially conform to the documentation provided with the Software for a
period of 30 days after delivery to you, provided that (i) the Software has been used by you in strict compliance with
the terms and conditions of this Booklet and the Materials, (ii) the Software has not been modified in any way by
you, and (iii) you promptly notify us and reproduce for us any defects, errors or bugs in the Software which result in
the Software not substantially conforming to such documentation. In the event that such warranty is breached, we
shall, at our option, (i) use reasonable efforts to correct or work around any such defects, errors or bugs or (ii) accept
return of the Software and refund any license fees paid by you for the Software.
You agree that the foregoing is your sole and exclusive remedy for breach of warranty and our sole obligation in
connection with the performance or operation of the Software and Materials.
Except as specifically stated above and in the Infringement Indemnity subsection below and notwithstanding any
other provision in this Booklet or otherwise, we make no representation or warranty, express or implied, written or
oral, and, to the full extent permitted by law, disclaim all other warranties including, but not limited to, the implied
warranties of merchantability or fitness for a particular purpose, regarding the Software, the Materials, any CD-
ROM/DVDs provided to you, and all other property, services or rights covered by this Booklet.
To the extent permitted by applicable law, and except as otherwise provided in this section, we will not be liable for
damages of any kind arising out of the provision of, use of, or inability to use, the Software and/or Materials.
You agree that the United Nations Convention on Contracts for the International Sales of Goods will not apply to
our provision to you or your use of any Software and/or Materials.
INFRINGEMENT INDEMNITY
Notwithstanding your indemnity of us in the Protection From Third Parties section of this Booklet and except as
otherwise provided in this Booklet, we will defend at our own expense or settle any action brought against you to the
extent it is based on a third party claim that your use of the Software and/or Materials provided by us to you
pursuant to this Booklet infringe any Berne Convention country copyright or any United States of America or
United Kingdom patent, trade secret or trademark of any third party, and we will pay all costs and damages finally
awarded in any such action.
Our obligations under this indemnity are subject to (i) prompt notice from you of any such claim or action, (ii) your
not having made any admission of liability or agreed to any settlement or compromise, (iii) your providing to us, in
a prompt and timely manner, the documents, information and assistance we reasonably request, (iv) our having sole
control of defending such claim or action, (v) your having used the current version of the Software and Materials, as
provided to you by us, in compliance with the terms and conditions of this Booklet, (vi) your using the Software and
Materials only in the manner for which the Software and Materials were designed, (vii) your not modifying the
Software and Materials, and (viii) your not incorporating the Software and Materials with products not approved by
us. You acknowledge and agree that our obligations under this indemnity are our only obligations to you with
respect to any infringement claim in connection with your use of the Software and/or Materials.
EXPORT CONTROLS
You understand and acknowledge that any obligations that we may have to provide Software, any Materials, data,
technical assistance, training and related technical data, and any media in which any of the foregoing is contained
(all of which shall be collectively referred to as "Data ") will be subject in all respects to all applicable laws and
regulations as shall from time to time govern the export or diversion of certain products and technology to and from
certain countries. You warrant and agree that you will comply in all respects with the export and reexport
restrictions applicable to the Data shipped and/or provided to you and that you will comply with all applicable laws
and regulations governing the export and diversion of the Data.
IMAGE SERVICES - SUPPLEMENTAL CD- ROM/DVDs SOFTWARE LICENSE PROVISIONS
This subsection supplements this Software License section with respect to Software we provide for the Image
Services, under which we provide you with CD- ROM/DVDs, and shall control in the event of conflict between it
and the balance of the Software License section. This subsection does not apply to the Image Lockbox Service. If we
provide you a CD- ROM /DVD which contains a media defect or is unreadable in its entirety, you must notify us in
writing of such defect within 30 days after the CD- ROM/DVD creation date appearing on the CD ROM /DVD. If
you provide us with such notice within such time period, we will use reasonable efforts to replace the CD-
ROM/DVD. You acknowledge and agree that this shall be our sole obligation and your sole remedy with respect to
any such defects in the CD- ROM/DVD.
Notwithstanding anything to the contrary in the Suspension and Termination section of this Booklet, if an Image
Service under which we provide you with CD- ROM/DVDs is terminated for a reason other than your breach of any
terms and conditions in this Booklet, you may continue to use the Software and Materials for such Service after
termination of such Service for six months, or for such longer period as we approve, subject to the terms of this
Software License section or such other software license agreement as we, at our election, require you to sign for this
purpose. At the end of such six -month or longer period, the license for your use of such Software and Materials will
then terminate automatically.
SUSPENSION AND TERMINATION
If at any time we believe (i) that our provision of any Service to you may create a risk of financial loss for us or
result in an unacceptable credit exposure to us, or (ii) that an account associated with any Service may be subject to
irregular, unauthorized, fraudulent or illegal activity, we may, in our sole discretion, immediately, without prior
notice to you, suspend or modify our provision of any such Service until such time that such risk, exposure, or
activity is eliminated or otherwise resolved, notwithstanding anything to the contrary in this Booklet. Either you or
we may terminate any or all Services upon 30 (60 in the case of Corporate Card Services) calendar days prior
written notice to the other party. Notwithstanding the foregoing sentence, we may terminate any or all Services
effective immediately, and we will send you notice of the termination, if any of the following occurs:
• You breach any of the terms and conditions in this Booklet or any other agreement with us.
• You terminate, liquidate or dissolve your business or dispose of a substantial portion of your assets.
• You fail generally to pay your debts as they become due.
• You, voluntarily or involuntarily, become the subject of any bankruptcy, insolvency, reorganization or
other similar proceeding.
• You initiate any composition with your creditors.
• You experience a material adverse change in your financial condition or your ability to perform your
obligations under the terms and conditions in this Booklet.
• Any guaranty of your obligations to us terminates, is revoked or its validity is contested by the guarantor,
or any of the events set forth in the above five bullet points attributable to you occur to the guarantor.
• The account necessary to provide any Service is closed.
If a Service you are using is terminated for any reason, you will do the following:
• Immediately stop using any Materials relating to the terminated Service.
• Erase or delete any Software we have provided relating to the terminated Service to the extent it is stored
in your computers.
• At our option, either return to us or destroy all Materials relating to the terminated Service and certify to
us that you have done so.
These obligations will continue after a Service you are using has been terminated.
Termination of a Service you use does not affect your payment obligations for services we provide to you before the
Service is terminated, and any such termination is in addition to our other rights under applicable law and under the
terms of this Booklet. Also, termination of any Service you use does not release you or us from any of our respective
obligations which arose or became effective before such termination. Upon termination, all amounts owed by you
and outstanding will become immediately due and payable.
GLOSSARY OF TERMS
The following are some important terms that
appear in this Booklet.
Acceptable Payee. Your name and any other
payee name you provide to us as an acceptable
payee for checks to be processed under the
Lockbox Services.
Account Agreement. The current signature card,
International Account Agreement or SAOTC and
the publication(s), as amended from time to time,
we provide you containing terms and conditions
applicable to each deposit, savings or current
account for which you use a Service.
ATM. Automated teller machine.
Bill Payment Service Provider. Any entity,
which may include us, you authorize to deliver
payments, remittance information and other
related data from your customers to us for the
Electronic Bill Payment Consolidation Services.
Biller. A non- consumer that is a member of the
Network and sends invoices to Payers.
Business Day. Each day on which the bank or
bank office providing or facilitating a Service is
open for business related to that Service.
Card. Each plastic charge card which we issue
for your Card Account under our Corporate Card
Services.
Card Account. Each MasterCard® or Visa®
account which we issue to you or to a
Cardholder under our Corporate Card Services,
including an account for which only an account
number and no Card is provided.
Card Administrator. One or more individuals
designated by you in writing, as our primary
contact for the Card Accounts, who is authorized
to take actions necessary or appropriate to
maintain the Card Accounts, including without
limitation designating persons to receive Card
Accounts, receiving communications from us
related to the Card Accounts, requesting the
closure of Card Accounts and otherwise
communicating with us with respect to the Card
Accounts.
Cardholder. Your employee or any other person
who you designate in writing and who we
approve to receive a
Card Account or a Commercially Prepaid Card.
If you or a Cardholder makes a Commercial
Prepaid Card, a Card Account number or
Convenience Check available to another party,
that person will also be considered a Cardholder.
Check 21. The Check Clearing Act for the 21 st
Century Act, 12 CFR 229 or any successor
legislation. Any IRD created and deposited to
your account must comply with all the
requirements mandated by Check 21.
Check Issuance Request. Using the Check
Issuance Service, a message transmitted from
you to us requesting us to issue a check on your
behalf drawn on either accounts you maintain
with us or accounts designated and owned by us.
Collected and Available Funds. Funds in an
account equal to the ledger balance minus float
which, in our reasonable determination, are not
subject to a hold, dispute or legal process
preventing their withdrawal.
Collector. A non - consumer that is a member of
the Network and receives payments and
remittance information from Disbursers.
Commercial Prepaid Card. A pre -paid
magnetic strip -based plastic card issued by us for
a Cardholder's purchase of goods or services or
for cash withdrawals.
Company's Marks. Your trademark, tradename,
service mark and/or designs which are used in
connection with the Corporate Card Services.
Controlled Disbursement Account. One or
more demand deposit accounts maintained by
you with us and used in connection with our
Controlled Disbursement Services.
Controlled Disbursement Point. Each bank
office designated by us through which checks
issued under the Controlled Disbursement
Service will be cleared or routed.
Convenience Check. A check which we may
provide to you to draw on a Card Account.
Currency. When used in connection with the
Safe Connect Service, U.S. denominated cash
and any such other currency as is set forth in the
User Documentation.
Depository Transfer Checks (DTCs).
Depository transfer checks and preauthorized
checks to debit Receivers' accounts to
accomplish the same purpose as debit Entries.
(Receiver is defined in the NACHA Rules.)
Disburser. A non- consumer that uses the
Payment Service to send Transaction Requests to
us and on whose behalf we originate an Entry to
a Collector.
Document Printing Request. Using the
Document Printing Service, a message
transmitted electronically from you to us or our
third party processor requesting us to print and
mail on your behalf statements, invoices and
other documents.
ECCHO. The Electronic Check Clearing House
Organization.
Effective Entry Date. The date specified, in
accordance with the NACHA Rules, on the Entry
by the Originator on which the Originator
intends the Entry to be settled. (Originator is
defined in the NACHA Rules.)
Electronic Funds Transfer Services. ACH
Services, International Electronic Funds Transfer
Services and Wire Transfer Services.
Electronic Image. An image conforming to the
applicable industry standards for Images.
Entries. Entries has the meaning provided in the
NACHA Rules and also includes any data for
Entries and any prenotification.
e- Statements. Statements with respect to which
you opt for electronic delivery and which are
selected by you as outlined in the applicable
User Documentation.
eUCP. The rules for electronic presentation of
documents under the UCP.
Federal Reserve Operating Circular 3. The
Federal Reserve Board's Operating Circular 3,
Collection of Cash Items and Returned Checks.
Fedwire Regulations. Subpart B of Regulation J
of the Board of Governors of the Federal
Reserve System of the United States of America,
as amended from time to time.
FX Request. A request by means permitted
under the Electronic Foreign Exchange Services
to enter into an FX Transaction.
FX Transaction. A transaction between you and
us, permitted under the Electronic Foreign
Exchange Services, for the purchase of one
currency in exchange for the sale of another
currency (including without limitation any
foreign exchange spot, swap or outright forward
transaction or option), including any transaction
that effects the pre - delivery, extension, rollover
or splitting of such a transaction.
ICL. An image cash letter.
Image. An Electronic Image or a Paper Image.
With regard to an Image of an original paper
check, the check Image that is deposited with us
pursuant to the Commercial Deposits section of
this Booklet shall be a "check" and/or an "item"
(as applicable) for all purposes under such
Booklet section, any Account Agreement
between you and us relating to the collection of
checks generally, the Uniform Commercial
Code, the Expedited Funds Availability Act,
Regulation CC, any other federal or state check
law, and federal and clearinghouse rules, to the
same extent as that original is a "check" or an
"item," as applicable.
International Account Agreement. A form of
Account Agreement used in some countries.
International Electronic Funds Transfer
Services. Electronic payment services for
transfers to or from your account outside the
United States of America or to or from your
account in the United States of America to or
from an account in a different country. These
services include low -value batch payments made
according to multiple requests within a single
electronic data file. International Electronic
Funds Transfer Services exclude ACH Services
within the United States of America and exclude
Wire Transfer services.
International Transaction Fee. In using
Corporate Card Services, a fee that we may add
to the U.S. dollar amount of any Transaction that
is made in a foreign currency.
IRD. When used in connection with the
Commercial Deposits section of this Booklet, an
"Image Replacement Document" or substitute
check, as set forth in Check 21, which provides
that a properly prepared substitute check that
meets the requirements for legal equivalence is
the legal equivalent of the original for all
purposes.
ISP98. The "International Standby Practices
1998" developed by the Institute of International
Banking Law & Practice and endorsed and
published by the International Chamber of
Commerce or such later revision as may be
adopted and be in effect on the date the subject
standby letter of credit is issued.
Legal Expenses. Reasonable lawyer's fees,
allocated costs of staff counsel (unless prohibited
by applicable law), fees and expenses of
litigation and any other fees and expenses
incurred in enforcing any provision of this
Booklet.
Lockbox Address. The post office address we
assign to you or we accept from you for the
Lockbox Services.
Materials. The Software, user identification
codes, passwords, codes, keys, test keys, security
devices, embedded algorithms, digital signatures
and certificates, other similar devices and
information, User Documentation and related
documentation we provide to you.
NACHA Rules. The rules of the National
Automated Clearing House Association
(including any other clearing house rules
applicable to automated clearing house
transactions), as amended from time to time.
Network. The third -party owned PayMode
network made up of Disbursers and Payers,
using the Payment and Invoice Processing
Services, as well as Collectors and Billers.
Notice(s). In connection with the Notification
Services, notices provided by us to you that are
associated with and related to the Services
provided by us to you under the terms of this
Bookletor other agreement between you and us.
Paper Image. An Image that is a paper
reproduction of the related physical check (the
original paper item or substitute check created
from an image of the original paper item) created
with image technology.
Payer. A non - consumer that uses the Invoice
Processing Service to receive invoices from
Billers.
Payment Advice. Using the Client- Printed
Drafts Services, an electronic message
transmitted by you to us advising us that you
have created a draft.
Personal Data. Information we receive from you
in connection with the Services consisting of an
individual's bank accounts or other financial data
or identifying a living individual.
PIN. A personal identification number which a
Cardholder may receive when activating a
Commercial Prepaid Card.
RCK. A "Re- Presented Check Entry" as defined
in the NACHA Rules.
Request. A request by means permitted under
the relevant Wire Transfer Service or
International Electronic Funds Transfer Service
to transfer funds to or from a specified account
or beneficiary (including standing instructions)
or to amend or cancel a prior request to transfer
funds.
Reversal/Deletion Request. A request for a
Reversal or a request to delete a previously
delivered Entry.
Reversals. Data for reversing Entries. For the
Electronic Bill Payment Consolidation Services,
it includes data from a Bill Payment Service
Provider for reversing a payment from one of its
customers that was delivered to us by the Bill
Payment Service Provider.
Safe. When used in connection with the Safe
Connect Service, the equipment (and related
software and accessories) installed at the Safe
Location and used by you for depositing
Currency. The Safe counts, records and reports
the Currency deposited into and accepted by it.
Safe Connect Service. The service described in
the Commercial Deposits section of this Booklet,
whereby through your use of a Safe installed at a
Safe Location, we receive Safe Feeds concerning
your deposits into such Safe, and afford such
deposits credit, which may be provisional, as
described in this Booklet and in the User
Documentation.
Safe Deposits. When used in connection with
the Safe Connect Service, deposits of Currency
made by you and accepted into the Safe, with
respect to which we have received a Safe Feed.
Safe Feed. When used in connection with the
Safe Connect Service, an electronic file
transmission received by us from the
Transportation Provider, which Feed (i)
originated from a Safe, (ii) was sent from the
Safe to the Transportation Provider, (iii) was
then forwarded intact to us and received intact by
us, and (iv) reports the purported value of all
Currency accepted into the Currency validating
portion of such Safe since the transmission of the
last Safe Feed, or the first such Feed, as
applicable.
Safe Location. When used in connection with
the Safe Connect Service, the location(s), to be
mutually agreed by you and us, at which the Safe
may be located.
SAOTC. Each form of Standard Account
Opening Terms and Conditions used in certain
countries as an Account Agreement.
Security Procedure. Unless we agree otherwise
with you, the applicable security procedure
described in the Materials for your data delivery
type or Service for verifying the authenticity of
Entries, Requests, Reversal/Deletion Requests,
Payment Advices, Check Issuance Requests,
Document Printing Requests, Stop Payment
Requests, FX Requests, Transaction Requests or
Tax Payment Instructions.
Service. With respect to a Bank of America
Corporation subsidiary bank, a treasury
management service provided in a specific Bank
location and covered by this Booklet.
Software. Web -based applications accessed via
a Website and/or the programs and data files
provided by us for use on a computer in
connection with one or more particular Services.
Standalone Account. One or more demand
deposit accounts maintained by you with us that
is not linked to another account as part of a
treasury service relationship or that is not linked
as a sub - account to another account in a treasury
service relationship.
Statements. Account statements, account
analysis, pricing information and other
information relating to account activity or
services, transactional activity and/or cash
management services with us and/or our
affiliates.
Stop Payment Request. A message you send us
using the Electronic Stop Payment Services, the
Check Issuance and Document Printing Services
or the Client - Printed Drafts Services to request
that payment be stopped on a check or draft
which, in the case of the Electronic Stop
Payment Services, must be drawn on an eligible
account you have with us.
Subsidiary. Any entity in which more than 50%
of the ownership interest is owned, directly or
indirectly, by you. The term "Subsidiary" does
not include affiliates or other entities in which
50% or less of the ownership interest is owned,
directly or indirectly, by you.
Supplier. Any private or common carrier
communication or transmission facility, any
time - sharing supplier or any mail or courier
service.
SWIFT. The international electronic message -
transfer service known as the Society for
Worldwide Interbank Financial
Telecommunication.
Tax Payment Instruction. An instruction by
means permitted under the relevant Tax Payment
Service to pay any taxes using any of the tax
forms specified in the applicable User
Documentation.
Transaction. The purchase or reservation of
goods or services or a cash advance made or
facilitated by use of a Commercial Prepaid Card,
Convenience Check or Card Account.
Transaction Account. One or more demand
deposit accounts maintained by you with us or
another financial institution and used in
connection with the Payment and Invoice
Processing Services.
Transaction Request. Using the Payment
Service, a message transmitted electronically
from you as a Disburser to us or our third party
processor requesting us to originate an Entry to a
Collector on your behalf.
Transportation Provider. When used in
connection with Safe Connect Service, the
armored carrier which you engage to transport
Safe Currency from the Safe to the Vault
Location.
UCC 4A. Article 4A of the Uniform
Commercial Code - Funds Transfers, as adopted
by the state in the United States of America
whose law applies to a Service, as amended from
time to time.
UCP. The Uniform Customs and Practices for
Documentary Credits, 2007 Revision, ICC
Publication No. 600 or such later revision as may
be adopted by the International Chamber of
Commerce and be in effect on the date the
subject letter of credit is issued.
Unauthorized Use. Use of a Card Account,
Card or Convenience Check by a person (i) who
is not your Cardholder, employee or agent, (ii)
who does not have actual, implied or apparent
authority to use the Card Account and (iii) whose
use does not benefit you directly or indirectly.
Uniform Rules for Collections. The Uniform
Rules for Collections, ICC Publication No. 522,
or such later revision as may be adopted by the
International Chamber of Commerce and be
applicable to a collection.
User Documentation. Any written information
we provide you, 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
your request.
Vault Location. When used in connection with
the Safe Connect Service, the vault facility
where the vaulting and related cash processing
services are performed with respect to Safe
Deposits.
Website. Any internet website and/or online
access channel for use in accessing one or more
Services.
All rights reserved. None of the enclosed material may be reproduced or published without permission.
C 2010 Bank of America Corporation
RESOLUTION NO. 2012-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AWARDING AND LETTING A CONTRACT FOR
THE CITY'S GENERAL BANKING SERVICES TO BANK OF AMERICA,
N.A. IN ACCORDANCE WITH REQUEST FOR PROPOSALS #12- 03 -05-
2; AUTHORIZING THE CITY MANAGER, ON BEHALF OF SAID CITY,
TO EXECUTE ASSOCIATED CONTRACTS; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE
AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has solicited and received Requests for Proposals ( "RFP ")
for General Banking Services; and
WHEREAS, City staff has reviewed the proposals submitted and recommends
award of general banking services to Bank of America, N.A.; and
WHEREAS, the City Commission, upon the recommendation of City staff,
desires to award the contract to Bank of America, N.A.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The contract for general banking services is awarded to Bank of
America, N.A., in accordance with the above - referenced RFP.
Section 2. The City Manager is hereby authorized to execute, on behalf of the
City, contracts by and between the parties embodying the terms and conditions as set
forth in the RFP.
Section 3. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution.
Section 4. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner , who moved its
adoption. The motion was seconded by Commissioner , and upon being put to a
vote, the vote was as follows:
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Mayor Susan Gottlieb
Resolution No. 2012 -
Page 2
PASSED AND ADOPTED this 1St day of May, 2012.
SUSAN GOTTLIEB, MAYOR
ATTEST:
TERESA M. SOROKA, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
CITY OF AVENTURA
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, IC T�It-
City Manager
BY: Joanne Carr, AIC Community Developm irector
DATE: April 9, 2012
SUBJECT: Request of Artefacto Home for Sign Variance
17651 Biscayne Boulevard, City of Aventura
(02- SV -12)
May 1, 2012 City Commission Meeting Agenda Item I
RECOMMENDATION
It is recommended that the City Commission approve the request for variance to
permit two wall signs measuring 74.17 square feet each on the front (west)
building elevation, where one wall sign measuring 150 square feet is permitted
by Code, for a proposed home furniture store at 17651 Biscayne Boulevard, City
of Aventura, with the following condition:
1. That the sign drawings submitted for permitting comply with those
attached as an exhibit to this application for sign variance.
THE REQUEST
The applicant, Baron Sign for Artefacto Home, is requesting variance from
Section 31- 1910)(2)a. of the City Code to permit two wall signs on a two story
retail building located at 17651 Biscayne Boulevard, where one wall sign is
permitted by Code. (See Exhibit #1 for Letter of Intent)
BACKGROUND
OWNER OF PROPERTY
APPLICANT
LOCATION OF PROPERTY
LEGAL DESCRIPTION
ZONING
Subject property:
Property to the North:
Property to the South
Property to the East:
Property to the West:
EXISTING LAND USE
Subject property:
Property to the North:
Property to the South
Property to the East:
Property to the West:
JLB Aventura Inc.
Baron Sign for Artefacto Home
17651 Biscayne Boulevard
(See Exhibit #2 for Location Map)
Part of the northeast '/4 of Section
9,Township 52 South, Range 42 East
and Part of the northwest '/4 of Section
10, Township 52 South, Range 42 East,
City of Aventura
B2, Community Business District
B2, Community Business District
B2, Community Business District
RMF3A, Multifamily Medium Density
Residential District
Biscayne Boulevard
Retail Building
Retail Building
Oleta River
Residential Condominium Buildings
Biscayne Boulevard
FUTURE LAND USE — According to the City of Aventura Comprehensive Plan,
the following properties are currently designated as follows:
Subject property: Business and Office
Property to the North: Business and Office
Property to the South: Oleta River
Property to the East: Medium -High Density Residential
Property to the West: Business and Office
The Site - The subject site is the two story retail building on the east side of
Biscayne Boulevard, south of NE 177 Street, in the City of Aventura. It was
formerly occupied by the Filene's Basement retail clothing store.
2
The Project — The applicant is proposing to open a home furniture store in the
two story, 25,760 square foot tenant space. The applicant has submitted a sign
package for the new furniture store and is requesting two wall signs on the front
(west) elevation of the building; one on each side of the triangular- shaped
architectural feature.
The sign package, showing location of the two requested wall signs, is attached
as Exhibit #3.
One wall sign measuring 150 square feet is permitted by Code. The applicant is
proposing one 74.17 square foot wall sign on the southerly- facing architectural
feature, a second 74.17 square foot wall sign on the northerly- facing architectural
feature.
Citizen Comments — As of the date of writing of this report, the Community
Development Department has not received any written or verbal citizen
comments.
ANALYSIS
Section 31- 1910)(2)a. of the City Code regulates wall signs on retail buildings.
One wall sign per building is permitted, except two wall signs may be permitted
for corner or through locations. This is not a corner or through location. The
maximum size of the sign is one square foot for each one lineal foot of building
frontage. This building has a frontage of 150 lineal feet; therefore, one wall sign
at 150 square feet is permitted by Code.
The applicant requests approval to install two wall signs on triangular shaped
architectural feature on the front (west) elevation of the building. The requested
number of signs exceeds that permitted by Code; however, the total square
footage of the two proposed signs does not exceed the size that would be
allowed by Code for one wall sign.
The two requested wall signs are in the same location as the two wall signs
approved for Filene's Basement through Resolution No. 2008 -19. A photograph
of the previous signs is attached as Exhibit #4.
The criteria for approval of sign variances are set out in Section 31- 191(m)(8) of
the City of Aventura Land Development Regulations, as follows:
"The Sign Variance maintains the basic intent and purpose of these
regulations, particularly as it affects the stability and appearance of the
City and provided that the variance will be otherwise compatible with the
surrounding land uses and would not be detrimental to the community. No
showing of unnecessary hardship to the land is required."
3
Two wall signs are proposed on the front (west) elevation of the building on an
angled architectural feature that was originally designed for sign placement. One
part of this architectural feature faces north and the other faces south. The total
area of the two proposed signs at 148.34 square feet does not exceed the
permitted size of 150 square feet for one wall sign at this location.
This request does preserve the unique character of the City and is not in conflict
with the basic intent and purpose of the sign code. The signs are compatible
with surrounding land uses, will not be detrimental to the community and will
effectively index the environment. The two signs will direct customers
approaching from both the north and south of the building.
4
Design and Manufacturing Commercial and
Residential Signage Systems since 1983
April 4, 2012
City of Aventura
Re: Artefacto Home, Letter of Intent
To Whom It May Concern:
By the granting of this variance, it will serve the public interest. We are requesting a variance to install
two signs on the front of the building. They are allowed one sign by code.
This building has a very unique construction. There is a "peak" that was originally built to accommodate
two single face signs; one installed on each side of the peak. If code is followed and only one sign is
installed, it will detract from the appearance of the building and look very odd.
Carl's Furniture, (the original tenant) and Filene's Basement, (the last tenant) both had two signs on the
peak. We are only requesting to replace what has been yppproved for both of these previous tenants.
S' cerely,
GERALD FOLAND, VP
BARON SIGN MFG
Exhibit #1
02 -SV -12
BAPtGN
=
MArVUFACTl1RIRIG
i1GiN
=
Design and Manufacturing Commercial and
Residential Signage Systems since 1983
April 4, 2012
City of Aventura
Re: Artefacto Home, Letter of Intent
To Whom It May Concern:
By the granting of this variance, it will serve the public interest. We are requesting a variance to install
two signs on the front of the building. They are allowed one sign by code.
This building has a very unique construction. There is a "peak" that was originally built to accommodate
two single face signs; one installed on each side of the peak. If code is followed and only one sign is
installed, it will detract from the appearance of the building and look very odd.
Carl's Furniture, (the original tenant) and Filene's Basement, (the last tenant) both had two signs on the
peak. We are only requesting to replace what has been yppproved for both of these previous tenants.
S' cerely,
GERALD FOLAND, VP
BARON SIGN MFG
Exhibit #1
02 -SV -12
11
r ND
non
Ac Y+
c �J
Z IIZ
LrQ,
lqy
yj
ri
D-4
<(7)
m�
� co
c(n
�n
DD
-n z
rm
W Co
� C
CD p
Exhibit #3
02 -SV -12
(4 Pages)
1
1
11
O
m
m
r
m
D
O
Z
m 0
�m
a CD m
C m
�z
m 'D o_
O N N
O O
� u
S W _.
N
N w O
N = Q w w
�
� G
N C
0 w
O -
m
CD
po 0 (D M CD m
K N O? Q m
M -� () y N N N= n
c
w o c.o 0a m 3 �t
C)
CD 3 c
CD °-� Q�oo3.n O
mm Cow _sow m z
w ^ Vl
w II ° —.g�Z� r
O_ V N w O 10'
A a (Q z C)
o w = w s
low 0) CD
CD O N E W O N
w " w ° m
x n
D p 7 y N
w o m
C m
CD �0
3
n
o w
a
a
0
• V
oO
r
O
w
t�
v
n
- :Ei
0OO
V
62
rn
OD «
ct
(D
rh
n
ct
0,
A
V
n
m=D
Dn
mZm
D U)r�
m
m
i
� p
n D[n �N D Z
°
0 2
m 9
s~
m m a9 $' " s spa i
`m
m
'
z' II
.
„a
v < m ��z i m �m aS O
° - ax
m
m
a' II .
Cmz
n
$
z
c;
D0>
°1im
r-m fTl�a
n
N
s,�
o° O
I
m
cn
m
m
m
D
O
z
E y v;
n
D >
•
am.2' Zm Lm
# ..
W<mm m mm a m
�2
ms
=� Nmz
z
p�
A
My
DD irm
I��fo =
CD
O
o nm3`no o O
y�
jW °m>N
dei
ct
$$
<E
O
z
Cf
A
s �
REFER TO FRONT
-
ELEVATION FOR
LETTER HEIGHT
2;,!»22mg
» «r ;®)/
()§ \wmm >o
/(\)m, § -oj§
:omm2K2
no- IM02zo
/] ;m \\Sj..
,m! -§-*
ZETM -0 /}
- >obc
�\ \� }(\
) )( §M/
) \m§;T
Q X » -;!
j )) \�0
9\
.§
£ { \
{ x «
/�`
> .
7 0 ,
§ z,
� §
M-
m \ §
0 )
§
m
0
m
/
\
\
�0
!0
|0
|/�
;T
ME
CCU)
�0m
z 0
�0
�\
�z
.j
�\
�j
.0
Z
\
k
}
G :
\ �
\ ]
\ }
R �
,m
!Cl)�
\j'
, m
!m
e o w
|& —
( $/
'f ® ®M
' z G G —
\ m m
/_ §
\ > >
�oorz
, §E ~
\ §
I\ §ƒ}
; k 0 { )
!Go -x
) \ § \ \
§ \
r
Z0
; \ z cn 2
�v \
; «
�
or
10
- ;$
Im
>
V
k
�
0
E
10
0
z
:E
lz
`
-
. . ° \9 / G
-
;
§}
)
}) `
_:
)§ $
§ ' \
®`t / o !
, m
c5
\\a [ z` e
m
O ``�
.,,
. e
' [:' \ \`/ / [
/\(
i§ . .
APPLICANT REPRESENTATIVE AFFIDAVIT
Pursuant to Section 31- 71(b)(2)(i) of the City of Aventura Land Development Code, this Applicant Representative Affidavit is hereby made and
submitted. The undersigned authorized representative of the individual or entity applying for the Development Permit, which is identified in the accompanying
application, and the owner of the property subject to the application (if different) hereby lists and identifies all persons representing the individual or entity
applying for the Development Permit in connection with the application, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Architects, Engineers, Lobbyists, Etc.)
.L WX
(Attach Additional Sheets If Necessary)
NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT REPRESENTATIVE AFFIDAVIT
SHALL BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR THE DEVELOPMENT PERMIT AND THE OWNER OF
THE SUBJECT PROPERTY. APPLICANTS AND AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT
PURSUANT TO SEC. 31- 71(B)(2)(M OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT
THAT "IOR TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE INFORMATION
PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
MY HAND THIS I % DAY OF Alft . \ , 2C41-
AUTHORff REPRESEN ATIYE F PPLICANT: OWNER
By: �_ By:
__
(Signature) (Sgnatwe)
Name: %ne C1\ CA VAC . (2-YA rot-\CZ C, Y) Name:_ —
(Prin (Print)
Title: ,(- e'S i C'k�tyi "' Title:__
Address: quo CA-) \ 3 Ain S -�—
its ► P ya L?>(',1� , Wit- 33 HUL�
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me the undersigned authority personally appeared 6` Qf-Q\-S as the authorized representative of the
Applicant and /or the owner of the property subject to the application, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED BEFORE ME this �r day of k19-k- 200_
Notary Public Stale of Florida At Large
P� Susan Burstein Printed Name of Notary
a wL r .�-1
,4 , CoMMISSION#EE096920 My commission expires:
" EXPIRES: JULY 13,2015
N i�`'.� www,AARONNaTRR9.M
q�.k
Kai 1% BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31- 71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that:
(mark with 'x' a plicable portions only)
(' I Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to which
the application will be presented.
(] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1% of total assets or capital stock
of Applicant or Representative;
[ ] ii. Member of City Commission or Board is a partner, co- shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[ J ili. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
[ ] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[ ] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board (or
his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
MY HAND THIS n t I DAY OF A P0. L— , 200 L
aj
WITNESS MY HAND THIS r i DAY OF XfQ—t— 200_L
PROPERTY OWNER:
By: (Signature)
Name:__, (Print)
Title: (Print)
'The terms 'Business Relationship, " 'Client " 'Customer, " ' Applicant, " 'Representative" and "Interested Person° are derined in
Section?-395 of the Aventura City Code.
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authonty, personally appeared Q'!f10 C) T-t$ ;AFFIANT ff�nt, who fir b mwear or affirm that he/she
executed tl»s Affidavit for the purposes stated therein and that it is true and correct. `
SWORN TO AND SUBSCRIBED before me this / day of OiL t_L , 24p2,--
_ _ r Susan Burstein
Notary Public State of Florida At ��� COMMISSION EE09892
t ` JW 13,2015
Printed Name of Notary n. +RONNOTARY.com
My commission expires:_
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared _._ —. the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
— —
AFFIANT
SWORN TO AND SUBSCRIBED before me this - day of _ —_ __ 200_
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:,
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared _ _ .__ _. the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this __ _. day of . _, 200_
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:___
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared _ _ _ .__ the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
SWORN TO AND SUBSCRIBED before me this
AFFIANT
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:_
BUSINESS RELATIONSHIP AFFIDAVIT*
a
This Affidavit is made pursuant to Section 31- 71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that
(mark with "x' applicable portions only)
Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to which
the application will be presented.
[ ] 2 Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
(J i. Member of City Commission or Board holds an ownership interest in excess of 1% of total assets or capital stock
of Applicant or Representative;
(] ii. Member of City Commission or Board is a partner, co- shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
(] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
(] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
j J v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board (or
his or her employer) in a given calendar year;
(J vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
WITNESS MY HAND THIS _ _ DAY OF -,200-.
APPLICANT:
(Print)
WITNESS MY HAND THIS DAY OF 200_.
PROPERTY OWNER:
By:_ (Signature)
Name:__ _ (Print)
Title: _ (Print)
'The terms "Business Relationship, " 'Client," "Customer," 'Applicant," "Representative" and "Interested Person" are defined in
Section 2 -395 of the Aventura City Code.
WITNESS fVlY AAND THIS �� DAY OF o 1 -
REPRES TI E: ( n usiness Relationship Affidavit)
(Signature)
Name:
By Signature)
By. _
(Signature
0
Name V (Print)
Name: _
_(Print)
PCB
Title: _fi N MLJR (Print)
Title:
(Print)
By: (Signature)
By:_ _
_ (Signature
Name: _ (Print)
Name:
(Print)
Title: _.(Print)
Title:
(Print)
By: -
(Signature)
Name:
_ (Print)
Title:
(Print)
By:
(Signature)
_— _ _ (Signature
Title:
__ _(Print)
Title:
(Print)
By: (Signature)
Title: (Print)
Title: (Print)
By. (Signature)
Title: (Print)
Title: (Print)
By:
(Signature
Name
(Print)
Title:
(Print)
By:
_— _ _ (Signature
Title:
(Print)
Title:_ -- ___
(Print)
By: _
Title:
Title:
By:
Title:
Title:
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
(Signature
(Print)
__— (Print)
— (Signature
_(Print)
_(Print)
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31- 71(b)(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or
incomplete.
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE) Q
Before me, the undersigned authorty, personally appeared I r oko __ 94CC U 'e Affian who bein first me uty sworn, did swear or affirm that he /she
executed this Affidavit for the purposes staled therein and that it is true and correct.
0 r
,.+ :'i'•., INES RODRIGUEZ
AFFI NT Y "&�,
Q
,.: AP Commission # EE 107769
SWORN TO AND SUBSCRIBED before me this IO day of .f�fl� �_y , 20[_Z �= Expires July 25, 2015
Baxled Th. Tmy Fain Irxxx .809.38 T;1 ;
NolaprPuwliCState AFlon _ w
S _E � e-
Printed Name of Notary Z I J C
My commission expires:_
STATE OF FLORIDA }
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
SWORN TO AND SUBSCRIBED before me this day of. __ _, 200_
AFFIANT -
Notary Public Stale of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared _._ the Affiant, who being first by me duly sworn, did swear or affirm that he /she
executed this Affidavit for the purposes stated therein and that it is true and correct.
SWORN TO AND SUBSCRIBED before me this __ day of
AFFIANT
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:_
STATE OF FLORIDA }
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared _ _ the Affiant, who being first by me duly sworn, did swear or affirm that he /she
executed this Affidavit for the purposes slated therein and that it is true and correct
SWORN TO AND SUBSCRIBED before me this - _ day of
AFFIANT
Notary Public State of Fiorida At Large
Printed Name of Notary
My commission expires:_ _
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31- 71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that:
(mark with "x" applicable portions only)
Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to which
the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
I l i . Member of City Commission or Board holds an ownership interest in excess of 1% of total assets or capital stock
of Applicant or Representative;
(j ii. Member of City Commission or Board is a partner, co- shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
(J iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[ J v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board (or
his or her employer) in a given calendar year;
[ j vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
WITNESS MY HAND THIS DAY OF 200_.
APPLICANT:
By: (Signature)
Name: (Print)
Title: (Print)
WITNESS MY HAND THIS DAY OF _ _, 200_.
PROPERTY OWNER:
BY.- (Signature)
Name:__ _ (Print)
Title: (Print)
'The terms 'Business Relationship, " "Client, " "Customer, W 'Applicant, " "Representative" and 'Interested Person" are defined in
Section 2 -395 of the Aventura City Code.
WITNESS MY HAND THIS _Ak DAY OF /l e e h- 204
IRESE ATIVE: (L is d n Business Relationship Affidavit)
�i _. _ (Signature) 8yl _, y (Signatur May � � , . 4- (Print) Name:/( ,V ` Ci7�� (Pant) ��nmt . e sE 1111096815
11 „
Title: � f�Le.St�N (Print) Title: ,C (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: _
(Signature)
Name:
-(Print)
Title:
(Print)
By:
(Signature)
Title:
Title.
_ _(Print)
Title:
(Print)
By:. (Signature
Name: (Print)
Title: _ (Print)
By:
(Signature
Name:
_ (Print)
Title:
(Print)
By:
_ —(Signature
Title:
(Print)
Title: _ _ _
(Print)
By:
(Signature)
By:
(Signature
Title:
(Print)
Title:
(Print)
Title:
(Print)
Title: _
_._(Print)
By:
(Signature)
By:
(Signature
Title:
(Print)
Title
___(Print)
Title:
(Print)
Title:
_(Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31- 71(b)(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or
incomplete.
NOTARIZATION PROVISION
STATE OF FLORIDA }
COUNTY OF MIAMi -DADE)
Before me, the undersigned authority, personally appeared fi &Ogt..the. 7t, who being f
executed this Aiidav t for the purposes stated therein and that it is true and correct f
AFFIANT
SWORN TO AND SUBSCRIBED before me this (011day of 200.
Notary Public Stat of Flori
✓
-)4/ l 4 _ern M,
Printed Name of Notary
My commission expires._
STATE OF FLORIDA }
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared
executed this Affidavit for the purposes staled therein and that it is true and correct.
SWORN TO AND SUBSCRIBED before me this - _ , day of, _
me duly sworn, did swear or affirm that he /she
MILVIA MORENO
Notary P"k - Sbfe of Florida
My Comm- ExOkes Jul 7, 2015
Commission N EE 110369
/ 7, 2-015-
the Affiant, who being first by me duty sworn, did swear or affirm that he/she
AFF IANT
Notary Public State of Florida At large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared _ _. the Affiant. who being first by me duly sworn, did swear or affirm that helshe
executed this Affidavit for the purposes stated therein and that it is true and correct.
SWORN TO AND SUBSCRIBED before me this day of _, 200_
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE)
Before me, the undersigned authority, personally appeared
executed this Affidavit for the purposes stated therein and that it is true and correct.
SWORN TO AND SUBSCRIBED before me this - . day of _ -.200-.
AFRANT
Notary Public State of Flonda At Large
Printed Name of Notary
My commission expires:_ _
the Affiant, who being first by me duly sworn, did swear or affirm that helshe
AFFIANT
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:_
RESOLUTION NO. 2012-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, CONCERNING SIGN
VARIANCE FOR ARTEFACTO HOME ON PROPERTY
LOCATED AT 17651 BISCAYNE BOULEVARD, CITY OF
AVENTURA; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the property described herein is zoned B2, Community Business
District; and
WHEREAS, the Applicant, Baron Sign for Artefacto Home, through Application
No. 02- SV -12, has requested a sign variance to permit two wall signs on the front (west)
elevation of a two story retail building located at 17651 Biscayne Boulevard, where one
wall sign is permitted by Code; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the application for two wall signs on
the front (west) elevation meets the criteria of the applicable codes and ordinances to
the extent the application is granted herein; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Application No. 02 -SV -12 for Sign Variance to permit two wall signs
measuring 74.17 square feet each on the front (west) elevation of a two story retail
building located at 17651 Biscayne Boulevard, where one wall sign measuring 150
square feet is permitted by Code, on property legally described in Exhibit "A" to this
resolution, is hereby granted.
Section 2 This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by , who moved its adoption.
The motion was seconded by and upon being put to a vote, the vote was as
follows:
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez - Weinberg
Mayor Susan Gottlieb
Resolution No. 2012 -
Page 2
PASSED AND ADOPTED this 1St day of May, 2012.
Susan Gottlieb, Mayor
ATTEST:
Teresa M. Soroka, MMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
This Resolution was filed in the Office of the City Clerk this day of May, 2012.
CITY CLERK
Resolution No. 2012 -
Page 3
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
A portion of Tract "L", Third Addition Biscayne Yacht and Country Club, according to the
plat thereof as recorded in Plat Book 92 at Page 84 of the Public Records of Miami -
Dade County, Florida, more particularly described as follows:
Begin at the northwest corner of said Tract "L ";
Thence N 87 131'53" E along the north line of said Tract "L" for 381.69 feet;
Thence S 21 158'08" E for 314.66 feet to a point on a circular curve concave to the
southeast which bears N 25 005'20" W from the center point of said curve;
Thence southwesterly along the southerly line of said Tract "L" and along a circular
curve to the left having a radius of 3892.72 feet and a central angle of 4 152'27" for an
arc distance of 331.16 feet to a point of reverse curvature;
Thence southwesterly along a circular curve to the right having a radius of 1359.40 feet
and a central angle of 8 012'17" for an arc distance of 194.67 feet to the southwest
corner of said Tract "L ";
Thence N 03 123'45" W along the west line of said Tract "L" for 514.10 feet to the point
of beginning.
CITY OF AVENTURA
FINANCE DEPARTMENT
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, ICMA -CM, City anager
BY: Brian K. Raducci, Finance Director
DATE: March 9, 2012
SUBJECT: Mid Year Ordinance Amending 2011112 Budget
1't Reading April 3, 2012 City Commission Meeting Agenda Item
2 "d Reading May 1, 2012 City Commission Meeting Agenda Item 9 -A
RECOMMENDATION
It is recommended that the City Commission approve the attached Ordinance amending
the 2011/12 budget. The total amount of each fund's budget amendment is outlined
below.
BACKGROUND
As you are aware, the City normally amends the budget to recognize actual fund
balance amounts carried over based on the prior year's audit. In addition, budget
amounts are amended to re- appropriate the balances in capital outlay projects which
were not 100% complete by the end of the prior fiscal year.
The need to re- appropriate unspent capital accounts and to recognize the actual fund
balances at September 30, 2011 to the 2011/12 budget was also discussed in my
memorandum dated March 9t' which was distributed electronically to the Commission
along with the Comprehensive Annual Financial Report.
GENERAL FUND (001) REVENUES /EXPENDITURES — $601,943
To recognize additional Carryover to fund the two (2) items described below.
1. To re- appropriate $604,300 worth of capital outlay projects which were not 100%
complete by the end of the prior fiscal year (e.g., computer equipment —
$417,520, E911 equipment — $40,000, other equipment — $61,780,
improvements — $85,000).
2. To decrease Non Departmental/Transfers by $2,357 in order to recognize actual
fund balances as explained under the two- related debt service funds, (found at
the end of this memorandum), based on the prior year's audit.
POLICE EDUCATION FUND (110) REVENUES /EXPENDITURES — $8,429
To recognize and re- appropriate the actual fund balance amount carried over based on
the prior year's audit.
STREET MAINTENANCE FUND (120) REVENUES /EXPENDITURES — $316,809
To recognize additional Carryover to fund the two (2) items described below.
1. To re- appropriate $60,000 worth of Road Resurfacing projects (e.g., NE 29th
Avenue, NE 187h Street and NE 30 Avenue) which were not 100% complete by the
end of the prior fiscal year.
2. To increase the Capital Reserve by $256,809 in order to recognize and re-
appropriate the remaining funds of the fund balance amount carried over based
on the prior year's audit.
POLICE CAPITAL OUTLAY IMPACT FEE FUND (140) REVENUES /EXPENDITURES
—$18,646
To recognize and re- appropriate the actual fund balance amount carried over based on
the prior year's audit.
PARK DEVELOPMENT FUND (170) REVENUES /EXPENDITURES — $10
To recognize and re- appropriate the actual fund balance amount carried over based on
the prior year's audit.
911 FUND (180) REVENUES /EXPENDITURES — ($24,502)
To recognize and re- appropriate the actual fund balance amount carried over based on
the prior year's audit.
2
DEBT SERVICE FUND SERIES 2010 & 2011 (230) REVENUES — $0
(Revenue Reclassification of $1,357 — Net effect is $0)
To recognize and re- appropriate the actual fund balance amount carried over based on
the prior year's audit and to reduce the transfer from the General Fund, respectively by
$1,357 for a net effect of $0.
DEBT SERVICE FUND SERIES 2002 (250) REVENUES — $0
(Revenue Reclassification of $1,000 — Net effect is $0)
To recognize and re- appropriate the actual fund balance amount carried over based on
the prior year's audit and to reduce the transfer from the General Fund, respectively by
$1,000 for a net effect of $0.
If you should have any questions related to this memorandum, please feel free to
contact the City Manager.
BKR /bkr
3
ORDINANCE NO. 2012 -_
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AMENDING ORDINANCE
NO. 2011 -08 WHICH ORDINANCE ADOPTED A BUDGET
FOR THE 2011/2012 FISCAL YEAR BY REVISING THE
2011/2012 FISCAL YEAR OPERATING AND CAPITAL
BUDGET AS OUTLINED IN EXHIBIT "A' ATTACHED
HERETO; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS ORDINANCE; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, upon the periodic review and analysis of current budgetary
commitments and obligations, and based upon the projected needs and requirements
of the City and upon the recommendations of the City Manager (and the concurrence of
the Finance Director as to Accounting Principles), it is deemed necessary to adjust,
amend and implement the 2011/2012 Operating and Capital Budget as set forth in
Exhibit "A" attached hereto and made a part hereof.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AS FOLLOWS:
Section 1. The recitals contained in the preamble to this Ordinance are
incorporated by reference herein.
Section 2. The City Commission hereby authorizes the amendment of
Ordinance No. 2011 -08, which Ordinance adopted a budget for the 2011/2012 fiscal
year, by revising the 2011/2012 budget as set forth on the attached Exhibit "A" which
exhibits are deemed incorporated by reference as though set forth in full herein.
Section 3. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Ordinance.
Ordinance No. 2012 -
Page 2
Section 4. Effective Date. This Ordinance shall be effective immediately
upon adoption on second reading and shall be applicable retroactively from and after
October 1, 2011.
The foregoing Ordinance was offered by Commissioner , who
moved its adoption on first reading. This motion was seconded by Commissioner
and upon being put to a vote, the vote was as follows:
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Billy Joel
Mayor Susan Gottlieb
The foregoing Ordinance was offered by Commissioner , who moved its
adoption on second reading. This motion was seconded by Commissioner , and
upon being put to a vote, the vote was as follows:
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Mayor Susan Gottlieb
PASSED AND ADOPTED on first reading this 3nd day of April, 2012.
2
Ordinance No. 2012 -
Page 3
PASSED AND ADOPTED on second reading this 1st day of May, 2012.
TERESA M. SOROKA, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
3
SUSAN GOTTLIEB, MAYOR
Exhibit A
FY 2011/12 Budget Amendments
GENERAL FUND (001)
Expenditures
Capital Outlay /Information Technology (8012 -513)
6401 Computer Equipment >$5,000 $ 158,590 $ 206,320 $ 364,910
SUBTOTAL $ 158,590 $ 206,320 $ 364,910
Capital Outlay /Public Safety (8020 -521)
2011/12
2011/12
2011112
OBJECT
ADOPTED
AMENDED
REVISED
CODE CATEGORY
BUDGET
AMOUNT
BUDGET
Revenues
10,000
6402 Computer Equipment <$5,000
Non - Revenue
146,800
3999000 Carryover
$ 15,753,036
$ 601,943
$ 16,354,979
SUBTOTAL
$ 15,753,036
$ 601,943
$ 16,354,979
Total Amendments - Revenues
$ 601,943
Expenditures
Capital Outlay /Information Technology (8012 -513)
6401 Computer Equipment >$5,000 $ 158,590 $ 206,320 $ 364,910
SUBTOTAL $ 158,590 $ 206,320 $ 364,910
Capital Outlay /Public Safety (8020 -521)
6401 Computer Equipment >$5,000
$
-
$
10,000
$
10,000
6402 Computer Equipment <$5,000
110,000
146,800
256,800
6405 E911 Equipment
15,000
40,000
55,000
6410 Equipment >$5,000
120,000
39,000
159,000
SUBTOTAL
$
245,000
$
235,800
$
480,800
Capital Outlay /Community Development (8040 -524)
6401 Computer Equipment >$5,000
$
-
$
44,000
$
44,000
SUBTOTAL
$
-
$
44,000
$
44,000
Capital Outlay /Community Services (8050 - 539/541)
6402 Computer Equipment <$5,000
$
22,400
$
10,400
$
32,800
6410 Equipment >$5,000
14,000
22,780
36,780
SUBTOTAL
$
36,400
$
33,180
$
69,580
Capital Outlay /Arts & Cultural Center - 70 -575
6301 Improve. Other Than Bldg /Marquee
$
-
$
85,000
$
85,000
$
-
$
85,000
$
85,000
Non Departmental /Transfers (9001 -581)
9123 Transfer to 1999 Debt Service Fund (230)
$
1,207,734
$
(1,357)
$
1,206,377
9125 Transfer to 2002 Debt Service Fund (250)
404,780
(1,000)
403,780
SUBTOTAL
$
1,612,514
$
(2,357)
$
1,610,157
Total Amendments - Expenditures
$
601,943
Page 1 of 4
Exhibit A
POLICE EDUCATION FUND (110)
Expenditures
Public Safety (2001 -521)
5450 Training $ 11,000 $ 8,429 $ 19,429
SUBTOTAL $ 11,000 $ 8,429 $ 19,429
Total Amendments - Expenditures $ 8,429
TRANSPORTATION AND STREET MAINTENANCE FUND (120)
2011112 2011112 2011/12
OBJECT ADOPTED AMENDED REVISED
CODE CATEGORY BUDGET AMOUNT BUDGET
Revenues
Non - Revenue
3999000 Carryover $ 130,000 $ 316,809 $ 446,809
SUBTOTAL $ 130,000 $ 316,809 $ 446,809
Total Amendments - Revenues $ 316,809
Expenditures
Community Services (5001 -541)
6305 Road Resurfacing $ 608,000 $ 60,000 $ 668,000
6999 Capital Reserve 59,150 256,809 315,959
SUBTOTAL $ 667,150 $ 316,809 $ 983,959
Total Amendments - Expenditures $ 316,809
POLICE CAPITAL OUTLAY IMPACT FEE FUND (140)
2011112 2011/12 2011112
OBJECT ADOPTED AMENDED REVISED
CODE CATEGORY BUDGET AMOUNT BUDGET
Revenues
Non - Revenue
3999000 Carryover $ 16,557 $ 18,646 $ 35,203
SUBTOTAL $ 16,557 $ 18,646 $ 35,203
Total Amendments - Revenues $ 18,646
Expenditures
Non Departmental (2001 -521)
6999 Capital Reserve $ 16,557 $ 18,646 $ 35,203
SUBTOTAL $ 16,557 $ 18,646 $ 35,203
Total Amendments - Expenditures $ 18,646
Page 2 of 4
2011112
2011/12
2011112
OBJECT
ADOPTED
AMENDED
REVISED
CODE CATEGORY
BUDGET
AMOUNT
BUDGET
Revenues
Non - Revenue
3999000 Carryover
$ 4,000
$ 8,429
$ 12,429
SUBTOTAL
$ 4,000
$ 8,429
$ 12,429
Total Amendments - Revenues
$ 8,429
Expenditures
Public Safety (2001 -521)
5450 Training $ 11,000 $ 8,429 $ 19,429
SUBTOTAL $ 11,000 $ 8,429 $ 19,429
Total Amendments - Expenditures $ 8,429
TRANSPORTATION AND STREET MAINTENANCE FUND (120)
2011112 2011112 2011/12
OBJECT ADOPTED AMENDED REVISED
CODE CATEGORY BUDGET AMOUNT BUDGET
Revenues
Non - Revenue
3999000 Carryover $ 130,000 $ 316,809 $ 446,809
SUBTOTAL $ 130,000 $ 316,809 $ 446,809
Total Amendments - Revenues $ 316,809
Expenditures
Community Services (5001 -541)
6305 Road Resurfacing $ 608,000 $ 60,000 $ 668,000
6999 Capital Reserve 59,150 256,809 315,959
SUBTOTAL $ 667,150 $ 316,809 $ 983,959
Total Amendments - Expenditures $ 316,809
POLICE CAPITAL OUTLAY IMPACT FEE FUND (140)
2011112 2011/12 2011112
OBJECT ADOPTED AMENDED REVISED
CODE CATEGORY BUDGET AMOUNT BUDGET
Revenues
Non - Revenue
3999000 Carryover $ 16,557 $ 18,646 $ 35,203
SUBTOTAL $ 16,557 $ 18,646 $ 35,203
Total Amendments - Revenues $ 18,646
Expenditures
Non Departmental (2001 -521)
6999 Capital Reserve $ 16,557 $ 18,646 $ 35,203
SUBTOTAL $ 16,557 $ 18,646 $ 35,203
Total Amendments - Expenditures $ 18,646
Page 2 of 4
Exhibit A
PARK DEVELOPMENT FUND (170)
2011112 2011112 2011112
OBJECT ADOPTED AMENDED REVISED
CODE CATEGORY BUDGET AMOUNT BUDGET
Revenues
Non - Revenue
3999000 Carryover $ 2,246 $ 10 $ 2,256
SUBTOTAL $ 2,246 $ 10 $ 2,256
Total Amendments - Revenues $ 10
Expenditures
Non Departmental /Transfers (5001 -572)
6999 Capital Reserve
$ 2,246
$
10
$
2,256
SUBTOTAL
$ 2,246
$
10
$
2,256
Total Amendments - Expenditures
$
10
911 FUND (180)
2011/12
2011/12
2011/12
ADOPTED
AMENDED
REVISED
CODE CATEGORY
BUDGET
AMOUNT
BUDGET
Revenues
Non - Revenue
3999000 Carryover
$
$
24,502
$
24,502
SUBTOTAL
$
$
24,502
$
24,502
Total Amendments - Revenues
$
24,502
Expenditures
Public Safety (2001 -521)
6999 Capital Reserve
$
$
24,502
$
24,502
SUBTOTAL
$
$
24,502
$
24,502
Total Amendments - Expenditures
$
24,502
Page 3 of 4
OBJECT
CODE CATEGORY
Revenues
DEBT SERVICE FUND
SERIES 2010 & 2011 (230)
2011/12
ADOPTED
BUDGET
Exhibit A
2011112 2011112
AMENDED REVISED
AMOUNT BUDGET
Non - Revenue
3811001 Transfer from General Fund $ 1,207,734 $ (1,357) $ 1,206,377
3999000 Carryover - 1,357 1,357
SUBTOTAL $ 1,207,734 $ - $ 1,207,734
Total Amendments - Revenues $
DEBT SERVICE FUND
SERIES 2002 CHARTER SCHOOL LAND ACQUISITION (250)
Page 4 of 4
2011/12
2011/12
2011/12
OBJECT
ADOPTED
AMENDED
REVISED
CODE CATEGORY
BUDGET
AMOUNT
BUDGET
Revenues
Non- Revenue
3811001 Transfer from General Fund
$ 404,780
$
(1,000)
$ 403,780
3999000 Carryover
-
1,000
1,000
SUBTOTAL
$ 404,780
$
-
$ 404,780
Total Amendments - Revenues
$
Page 4 of 4
MAC // Z 0/ Z 1 -C
AVENTURA CITY OF EXCELLENCE SCHOOL
3333 NE 188TH Street
Aventura, Florida 33180
Telephone: 305 -466 -1499
Fax: 305 -466 -1339
Website: www.aventuracharter.org
Board of Directors
Mayor Susan Gottlieb
Commissioner Zev Auerbach
Commissioner Bob Diamond
Commissioner Teri Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
City Manager
Eric M. Soroka, ICMA -CM
Principal
Julie Alm
Vice Principal
Daniel Sandberg
Administrative and Educational Services Provided by:
Charter Schools USA
CITY OF AVENTURA
CHARTER SCHOOL FUND
FISCAL YEAR 2012113
TABLE OF CONTENTS
TOPIC
PAGE NO.
CITY MANAGER'S BUDGET MESSAGE
1
BUDGET PROCESS
9
BUDGET DEVELOPMENT GUIDELINES
10
VISION STATEMENT
13
PHILOSOPHY AND ESSENTIAL ELEMENTS
13
CURRICULUM
13
PERFORMANCE CRITERIA
16
BUDGET CATEGORY SUMMARY
18
DEPARTMENT DESCRIPTION AND ORGANIZATION CHART
19
REVENUE PROJECTIONS
20
ACTIVITIES
Expenditures:
K -3 Basic
21
4-8 Basic
22
Exceptional Student Program
23
Substitute Teachers
24
Instructional Media Services
26
School Administration
26
Pupil Transit Services
27
Operation of Plant
28
Child Care Supervision
29
Capital Outlay
30
ADOPTING ORDINANCE
31
Office of the City Manager
April 2012
City of
Aventura
aunt C«nfxr
192M Vew Country Ctub DrM
Awentum Flo" 33180
The Honorable Mayor and City Commission
Aventura City of Excellence School Board of Directors
City of Aventura
Aventura, Florida 33180
RE: 2012/13 Charter School Fund Budget Message
Members of the City Commission:
In accordance with Article IV, Section 4.05 of the Charter of the City of Aventura, I hereby
submit the proposed Budget for the Charter School Fund for the fiscal year beginning July
2012, for your review and consideration. This budget document represents the tenth year of
operation of the Aventura City of Excellence School. Our goal in the development and
preparation of a realistic balanced budget, was to provide the funding levels to maintain the
quality education services for our students -in light of these difficult economic times.
Budoet Format
The format of the budget is in accordance with . guidelines adopted by the State and School
Board of Miami -Dade County, Florida and utilizes the school system's account codes as well.
The proposed budget was prepared with input from the school's administrative staff and
Charter Schools USA (CSUSA).
Sianificant Factors Affecting Budoet Preparation
The 2012/13 school year represents the tenth year of operations of the school. Our past has
shown that we can continue to operate the school at a high level and provide quality education
for our students, within the school -based revenues. We have also been fortunate to have a
strong business community and involved parents that participate in fund raising activities for
school improvements.
As you are aware, the past two years the State Legislature has reduced educational funding in
order to balance the state budget. This past session the State Legislature increased funding
for education. However, it did not offset the reductions that were imposed in the prior year's
budgets. Based on the State budget passed earlier this year, the FTE revenues are expected
to increase by 2 %.
City of Aventura Page 1 Charter School Fund Budget
This budget implements the departmentalization of the fourth grade by adding a teacher
position. This also will allow the fourth grade to increase by 12 students in the 2012/13 school
year. Over the next five years, as the additional students move up in grade, this will increase
each grade by 12 students. The school's capacity enrollment will increase from 972 to 984
students for the 2012/13 school year. Departmentalizing allows teachers to focus on one to
two content areas with specialization. This enables them to become experts in their content
area rather than generalists teaching all subjects. The Next Generation Sunshine State
standards being assessed this year in reading, math and science require an increased depth
of knowledge.
The following items represents other important highlights:
• The transfer to the General Fund in the amount of $30,000 to offset services
provided by the Finance Department, to the school will again be deferred this
year.
• Revenue in the amount of $100,000 from the Intersection Safety Camera
Program is included to assist in funding the contingency line item in the budget.
• Teacher salary increases will reflect a step increase based on the revised pay
plan. In addition returning teachers will be rewarded with a service award based
on years of service. The pay plan continues to exceed Miami -Dade County
Schools current plan.
• Funds have been budgeted to provide for computer replacements and expanding
the use of iPads in the classroom.
• The budget continues to include revenue in the amount of $125,000 from the
Clear Channel agreement for proceeds from the billboard advertising.
The overall budget increased by 2.9% or $216,455, largely due to the addition of one new
teacher and employee salary increases. The budget includes funding for lease payments to
the Debt Service Fund to pay annual costs associated with the long term debt borrowed for the
construction of the elementary school wing.
It is important that we continue to maximize the school dollars as much as possible and
maintain efficient use of budgeted funds.
Summary of All Budgetary Funds
The total proposed budget for 2012/13, including all operating and capital outlay, is
$7,684,896. The majority of the budget is Personnel Services at $5,201,669. Operating
expenditures total $1,854,727. Other Uses expenditures, which primarily represent lease
payments to the Debt Service Fund to cover school construction debt payments and a
contingency, account total $526,500. Capital Outlay expenditures are $102,000. The following
chart shows a comparison of the department's budgets for the past two years. Total costs
increased by 2.9 %.
City of Aventura Page 2 Charter School Fund Budget
Budget Category Summary
Charter School Fund
This fund is used to account for revenues and expenditures specifically earmarked for the
City's Charter School. The fund accounts for operating and capital revenues, expenditures and
capital outlay.
State Shared
Revenues
84.7%
Charter School Fund Budget Revenues
Charges for
Services
2.1%
:. Income
6.8%
Non -
nues
1%
City of Aventura Page 3 Charter School Fund Budget
Increase
2011/12
2012/13
(Decrease)
% Change
Revenues
State Shared Revenues
$ 6,322,406
$
6,508,983
$
186,577
3.0%
Charges for Services
161,100
161,100
-
0.0%
Misc. Income
475,000
520,534
45,534
9.6%
Other Non - Revenues
509,935
494,279
(15,656)
-3.1%
Total Revenues
$7,468,441
$
7,684,896
$
216,455
2.9%
Expenditures
K -3 Basic
$ 1,948,241
$
2,031,945
$
83,704
4.3%
4 -8 Basic
2,285,017
2,453,518
168,501
7.4%
Exceptional Student Program
210,883
225,614
14,731
7.0%
Substitute Teachers
84,950
83,341
(1,609)
-1.9%
Instruct Media Services
71,002
71,342
340
0.5%
School Administration
891,730
825,369
(66,361)
-7.4%
Pupil Transit Services
184,000
184,000
-
0.0%
Operation of Plant
1,566,114
1,579,753
13,639
0.9%
Child Care Supervision
129,004
128,015
(989)
-0.8%
Capital Outlay
97,500
102,000
4,500
4.6%
Total Expenditures
$ 7,468,441
$
7,684,896
$
216,455
2.9%
Charter School Fund
This fund is used to account for revenues and expenditures specifically earmarked for the
City's Charter School. The fund accounts for operating and capital revenues, expenditures and
capital outlay.
State Shared
Revenues
84.7%
Charter School Fund Budget Revenues
Charges for
Services
2.1%
:. Income
6.8%
Non -
nues
1%
City of Aventura Page 3 Charter School Fund Budget
Charter School Fund Budget Expenditures
Substitute
Exceptional Teachers Instruct Media
Student Program 1% Services
3% A I 1%
Pupil Transit
School Services
Administration 2%
11%
Operation of
Plant
21%
_Child Care
Capital Outlay Supervision
1% 2%
Goals
The 2012/13 school year represents the tenth year of operations for ACES. This past year a
great deal of time and effort was expended on professional development and curriculum
alignment based on Florida's Next Generation Sunshine State Standards, increasing parental
involvement, intramural and competitive sport programs and identifying and working with at—
risk students. This year we will maintain and expand all our present academic programs and
focus on the departmentalization of the fourth grade and expanding our cultural programs
through our collaboration with the Aventura Arts & Cultural Center.
ACES will enrich a child's learning and social atmosphere through:
• Whole Child Approach - Emphasis will be placed on the "whole child" to ensure that
academic rigor coexists with social responsibility.
• Character Education — Implement and expand ACES award winning and nationally
recognized program that encourages our students, families and communities to "live"
their values. Programs include parent and community workshops and the infusion of
character education across the curriculum.
• Challenging Curriculum — Offer high school level courses in the areas of Math, Science
and Foreign Language.
• Curriculum Alignment — Increase academic rigor through the alignment of ACES writing
and math programs kindergarten through eighth grade.
• Differentiation of instruction — Provide specialized programs for at -risk learners, on -level
learners and gifted students.
• Technology Rich Environment — Engage students through the use of computer labs,
computers, Smart Boards, document readers, projectors in classrooms that access
City of Aventura Page 4 Charter School Fund Budget
DIRECTV, instructional software and online programs. All students will have the
opportunity to participate in instructional program featuring iPads with wireless
connectivity.
• Extended School Day Programs /Activities — Offer a variety of opportunities including
Before Care and After Care, Sports Study, several Dance programs, Science Tutorial,
Writing Tutorial, Reading and Math Computerized Program, Test Taking Strategies and
Saturday School.
• Field Trips — Experience hands -on content, living history, ecological studies, guest
authors and a variety of culturally rich opportunities through a combination of on
campus and off campus field trips.
• School -Wide Events — Organize various events such as Career Day, Red Ribbon Week
and Field Day.
• Career Awareness and Entrepreneurship — Register all eighth grade students in a
comprehensive course that will allow them to begin career planning and develop and
implement a small business.
• Competitive Athletics — Compete at the middle school level in the Florida High School
Athletic League. The school fields a boys and girls team for both basketball and soccer.
Expanded offerings will include a competitive flag football team and a competitive
volleyball team.
• Intramural Athletics — Afford students at the middle school level opportunities to play
intramural basketball, volleyball. All students have an opportunity to participate in after
school tennis.
• Family Events — Make available various events that include Meet and Greet, Open
House, Kindergarten Kickoff, Middle School Guest Speakers Series, Graduation
Ceremonies, Middle School Guest Speakers Leadership Series, Talent Showcase and
Quarterly Principal's Honor Roll Breakfasts.
• Parent Education — Execute FCAT reading, math, writing and science nights that
present parents with information related to state standards and accountability testing.
• Transportation — Provide students living further than 2 miles from the school and no
further than 3.5 miles bus service. Currently four buses provide transportation for
approximately 400 students.
• Safe School Campus — Employ a fulltime certified police officer to the school that serves
as a School Resource Officer. Traditional security methods including cameras are in
place.
Revenues
The revenues, available for allocation in the 2012/13 Fiscal Year, are anticipated to be
$7,684,896. This is an increase of $216,455 or 2.9% compared to the prior year. The majority
of the increase is associated with increased FTE funding from the State budget.
State Shared Revenues — The amount projected for Florida Education Finance Program
revenues is $5,722,983 and is based on $5,816 per student after the deductions for the
transportation reimbursement component and the 2% held back by the School Board for
administrative costs. The revenues for next year have been estimated to increase by 2%
based on actions taken by the State Legislature. School lunch reimbursement revenues are
estimated to be $71,000. The transportation reimbursement amount is $174,000 and is based
on 325 students requiring bus service. Capital Outlay revenue is estimated to be $500,000.
City of Aventura Page 5 Charter School Fund Budget
Charges for Services — The amount projected for reimbursement from the food service vendor
is projected to be $6,100. After School Program includes revenues derived from fees charged
for Before and After School Programs and is estimated to be $155,000.
Miscellaneous Income — The total amount is $520,534. This includes revenues from the Clear
Channel agreement for proceeds from the billboard advertising, field trips /special programs
revenues and fundraising activities. This is offset by specific expenditures in the budget.
Other Non - Revenues — This represents a $100,000 transfer from the General Fund for
revenues from the City's Intersection Safety Camera Program and anticipated fund balance
amounts from the prior year's budget.
Expenditures
The estimated 2012/13 expenditures contained within this budget total $7,684,896 and are
balanced with the projected revenues.
Personnel Services
Personnel Services are budgeted at $5,201,669 or 68% of the budget. Personnel Services
reflects funding to increase teacher salaries to reflect a step increase based on the new pay
plan. In addition returning teachers will be rewarded with a service award based on years of
service. The pay plan will continue to exceed Miami -Dade County Schools. The total number
of employees is 91 full -time and 14 part -time compared with 90 full -time and 14 part-time
positions included in last year's budget. Included in the full -time positions are 79 instructional
staff members and a Computer Network/Technician. All employees except the Principal, Vice
Principal and Janitor are under contract with CSUSA.
The budget includes adding one new fourth grade teacher to implement the
departmentalization plan previously discussed.
95
90
85
80
75
70
65
Full Time Staff Compare,
2008/09
2009/10 2010/11 2011/12 2012/13
The following outlines the staffing level detail comparisons to the prior fiscal year:
City of Aventura Page 6 Charter School Fund Budget
Function
Job Class
2011112
Full Time Part Time
1012113
Full Time Part Time
5101
Teacher
31.00
-
31.00
-
Para - Professionals
-
7.00
-
7.00
Reading Specialist
1.00
1.00
Instructional Counselor
1.00
1.00
Dean of Curriculum
1.00
1.00
Aide
1.00
1.00
5102
Teacher
39.00
40.00
Dean of Discipline & Operations
1.00
1.00
Aide
1.00
1.00
5250
Teacher
100
2.00
Dean of Student Services
1.00
1.00
5901
Substitute Teacher
1.00
-
1.00
-
6200
Media Specialist
1.00
1.00
1.00
1.00
7300
Principal
1.00
-
1.00
-
Vice Principal
1.00
1.00
Business Manager
1.00
1.00
Administrative Secretary
1.00
1.00
Receptionist
2.00
2.00
Registrar /Compliance
1.00
1.00
Computer Network/Tech
1.00
1.00
7900
Janitor
1.00
1.00
9102
PIT After School Counselor 1
5.00
5.00
PIT After School Counselor II
1.00
1.00
Total 90.00 14.00 91.00 14.00
Operating Expenses
The expenditures for operating expenses are $1,854,727, which represents 24% of the budget.
This is $11,724 less than the prior year. The major expenses are as follows:
• CSUSA education /administrative fee - $326,000
• Textbooks - $144,000
• Transportation services contract - $184,000
• Other materials and supplies - $147,500
• Electricity - $161,000
• Building maintenance contract - $225,000
• Field Trips and School Events - $215,000
• Repairs and Maintenance - $91,500
• Office Equipment Leases - $28,000
City of Aventura Page 7 Charter School Fund Budget
Other
Other Uses expenditures total $526,500 primarily represent lease payments to the Debt
Service Fund to cover the elementary school wing construction debt payments. Other
expenditures include a contingency account and costs associated with utilizing the Arts &
Cultural Center.
Capital Outlay
A total of $102,000 has been budgeted for capital outlay to replace computers and servers,
upgrade network switches and providing Pads in the classrooms.
Summary
I am pleased to submit the detailed budget contained herein. The budget document and its
related funding levels represent the City's continued commitment to providing a school of
excellence for our community.
The budget contains funding levels to address the following key objectives:
• Hiring and retaining administrators and teachers who are well prepared for creating life-
long learners in their students as well as acting as role models in their own quest for
knowledge on the latest "best practices" in educational research to enhance their
teaching abilities.
• Putting into place a strong accountability system that will hold everyone at ACES
responsible for maximizing learning opportunities.
• Creating a school climate that enables students and teachers to feel they are cared for,
respected, and contributing members of ACES.
• A low staff -pupil ratio in order to enhance the development of the individual strengths of
each student.
• Continuing to use data to evaluate the efficacy of instructional programs.
• Developing a strong parent - teacher relationship.
• Maximizing the use of technology embedded in classroom instruction as well as in a lab
setting.
The preparation and formulation of this document could not have been accomplished without
the assistance and dedicated efforts of the School's Administration. All questions relating to
the budget should be referred to my attention.
Respectfully submitted,
G V4
Eric M. Soroka
City Manager
City of Aventura Page 8 Charter School Fund Budget
BUDGET PROCESS
Budget Preparation/Development
1. January: Meetings are held with the Principal, school staff and City Manager to develop
Goals and to discuss issues that may impact the budget for the upcoming school year.
2. February: Preliminary Revenue projections and forecasts are developed by the City
Manager. The following steps are followed to project revenues:
• Forecast student enrollment
• The State's Florida Education Finance Program (FEFP) per student allocation is
projected by the State and provided to the charter school.
• Capital Outlay funding is determined by the State based on available funding.
3. March: Personnel needs are developed based on input from the Principal and staff. The
following steps are utilized to forecast personnel:
• Review existing staffing requirements to ensure adequate coverage for student
needs and new programs.
• Review salary structure to ensure competitiveness with the school district.
• Benefits calculations such as Workers' Compensation, Life Insurance, Health
Insurance, and Pension are provided by CSUSA and developed for each qualifying
employee.
4. April: Individual expenditure line items are developed by the City Manager based on
input from the Principal and historical data. A draft of the budget document is prepared
by the City Manager. The draft is reviewed by the Principal and the Finance
Department.
5. ApdVMay: The budget is reviewed by the School Advisory Committee. The City
Manager submits budget to the City Commission who act as the Board of Directors for
the School.
6. June: The budget is loaded into the accounting system.
7. July: Budget goes into effect.
Budget Adoption
The Charter School budget is approved via Ordinance at two public meetings scheduled for
May and June conducted by the City Commission. The adopted budget is integrated into the
accounting software system effective July 1 st.
Budget Control/Monitoring
Funds appropriated in the Budget may be expended by and with the approval of the City
Manager in accordance with the provisions of the City Charter and applicable law. Funds of the
City shall be expended in accordance with the appropriations provided in the Budget and shall
constitute an appropriation of the amounts specified therein. Supplemental appropriations or the
reduction of appropriations, if any, shall be made in accordance with Section 4.07 of the City
Charter.
The Budget establishes a limitation on expenditures by department total. Said limitation requires
that the total sum allocated to the Charter School department for operating and capital expenses
may not be increased or decreased without specific authorization by a duly- enacted Ordinance
affecting such amendment or transfer. Therefore, the City Manager may authorize transfers from
City of Aventura Page 9 Charter School Fund Budget
one individual line item account to another, so long as the line item accounts are within the same
department and fund.
The "Personnel Allocation Summary" enumerates all authorized budgeted positions. However,
the City Manager may amend said authorized budgeted positions in order to address the
operating needs of the department so long as sufficient budgeted funds are available. The
budget is monitored on a monthly basis to track variances between actual and budgeted
amounts. Significant variances are investigated and monitored for corrective action. Quarterly
review meetings are held with the Principal and City Manager. Encumbrances do not constitute
expenditures or liabilities in the current year, but instead are defined as commitments related
to unperformed contracts for goods or services, which are only reported in governmental
funds.
Budget Amendment
Upon the passage and adoption of the Charter School Fund Budget for the City of Aventura, if the
City Manager determines that the department total will exceed its original appropriation, the City
Manager is authorized to prepare such Ordinances for consideration by the City Commission as
may be necessary and proper to modify any line item from the Budget.
Basis of Accounting
Basis of Accounting refers to the time period when revenues and expenditures are recognized in
the accounts and reported on the financial statements. Basis of accounting relates to the timing
of the measurements made, regardless of the measurement focus applied. The accrual basis of
accounting is followed for the proprietary fund types. The modified accrual basis of accounting is
followed in the governmental fund types and the expendable trust funds type. Under the modified
accrual basis of accounting, revenues are recorded when susceptible to accrual, that is, when
they are both measurable and available. Available means collectible within the current period or
soon enough thereafter to pay current liabilities. Expenditures are generally recognized under the
modified accrual accounting when the related fund liability is incurred. Exceptions to the general
rule are principal and interest on general long -term debt which is recognized when due.
The Charter School Fund Budget applies all applicable GASB pronouncements as well as the
following pronouncements issued on or before November 30, 1989, unless those
pronouncements conflict with or contradict GASB pronouncements: Financial Accounting
Standards Board (FASB) statements and interpretations, Accounting Principles Board (APB)
opinions and Accounting Research Bulletins (ARBs).
During June 1999, the Government Accounting Standards Board (GASB) issued Statement
No. 34. This statement established new accounting and financial reporting standards for state
and local governments. The Charter School Fund implemented the new financial reporting
requirements of GASB 34.
BUDGET DEVELOPMENT GUIDELINES
Financial Policies
The Charter School's financial policies, compiled below, set forth the basic framework for the
overall fiscal management of the school. Operating independently of changing circumstances
City of Aventura Page 10 Charter School Fund Budget
and conditions, these policies assist the decision- making process of the City Manager and
School's Administration. These policies provide guidelines for evaluating both current activities
and proposals for future programs.
Most of the policies represent long- standing principles; traditions and practices that have
guided the Charter School in the past and have helped maintain financial stability over the last
2 years. They are reviewed annually as a decision making tool and to ensure their continued
relevance in an ever - changing environment.
Operating Budget Policies
1. The Charter School will maintain at a minimum, an accessible cash reserve equivalent to
four weeks of operating costs.
2. No new or expanded services shall be implemented without a corresponding revenue
source or the implementation of trade -offs of expenses or revenues at the same time. This
applies to personnel, equipment and any other peripheral expenses associated with the
service.
4. The Charter School shall continue to support a scheduled level of maintenance and
replacement of its infrastructure.
5. The Charter School shall support capital expenditures that reduce future operating costs.
Capital Budget Policies
1. The Charter School will develop a multi -year plan for capital improvement that is updated
annually with documentation of deviations from the plan.
2. The Charter School will maintain its physical assets at a level adequate to protect the
Schoo''s capital investment and minimize future maintenance and replacement costs. The
budget will provide for the adequate maintenance and the orderly replacement of the capital
equipment from current revenues wherever possible.
3. The Charter School will provide sufficient funds to replace and upgrade equipment as well
as to take advantage of new technology thereby ensuring that employees have safe and
efficient tools to provide their service. It reflects a commitment to further automation and use of
available technology to improve productivity in the Charter School's work force. The objective
for upgrading and replacing equipment includes: (1) normal replacement as equipment
completes its useful life, (2) upgrades to new technology, and (3) additional equipment
necessary to service the needs of the Charter School.
4. The Charter School will use the following criterion to evaluate the relative merit of each
capital project. Capital expenditures will foster goals of:
a. Projects specifically included in an approved replacement schedule.
b. Projects that reduce the cost of operations.
c. Projects that significantly improve safety and reduce risk exposure.
Revenue Policies
1. The School will attempt to maintain a diversified and stable revenue system as a shelter
from short-run fluctuations in any single revenue source.
2. The School will attempt to obtain new revenue sources as a way of ensuring a balanced
budget.
City of Aventura Page 11 Charter School Fund Budget
3. The School will review fees /charges annually and will design or modify revenue systems to
include provisions that automatically allow charges to grow at a rate that keeps pace with the
cost of providing the service.
Cash Management/Investment Policies
1. The School will deposit all funds received by 2:00 PM the next day.
2. Investment of School funds will emphasize safety of capital; liquidity of funds and investment
income.
3. The School will collect revenues aggressively, including any past due amounts owed.
Reserve Policies
1. The School will maintain a fund balance of at least $75,000.
Accounting, Auditing, and Financial Reporting Policies
1. An independent audit will be performed annually.
2. The Charter School will produce annual financial reports in accordance with Generally
Accepted Accounting Principles (GAAP) as outlined by the Governmental Accounting
Standards Board (GASB).
City of Aventura
Page 12
Charter School Fund Budget
AVENTURA CITY OF EXCELLENCE SCHOOL
VISION STATEMENT
To join with our community to become the premier charter school in the nation where
academic excellence coexists with the promotion of social responsibility grounded in an
atmosphere of human dignity.
AVENTURA CITY OF EXCELLENCE SCHOOL
PHILOSOPHY AND ESSENTIAL ELEMENTS
The Aventura City of Excellence School staff believes that we have a responsibility to create a
school climate that enables every individual to feel cared for, respected and to act as
contributing members of the school culture. All students can learn and will be encouraged to
strive for academic excellence and personal growth that will enable them to be productive and
active members of society. In the practical application of this philosophy, opportunities shall be
provided to:
1. Develop in each student and professional staff member a sense of self -worth and a
positive self- concept
2. Imbue such character traits as honesty, integrity, compassion, respect, cooperation,
humility, happiness and responsibility toward each other, our community and our world
3. Develop in each student an understanding of and responsibility for making positive
personal and social choices
4. Improve upon the quality of instruction and curriculum by increasing the effectiveness of
teachers and their teaching through ongoing professional development
5. Provide each student with experiences to develop an awareness of good health habits
and attitudes for living by encouraging each student to perceive learning as a life -long
continuing process from pre - school through adulthood
6. Encourage, through educational reporting, city and district officials, the citizens of
Aventura, and the professional staff to support quality education in the school
7. Use assessment data to identify and track student achievement and learning goals
8. Develop school programs based on "best practices" to promote learning gains
9. Develop strong parent - teacher- student relationships
10. Provide a strong accountability system that holds everyone at the schoolhouse
responsible for maximizing learning opportunities
11. Provide a low student- teacher ratio in order to enhance the development of the
individual strengths of each student
12. Provide additional staff members for enrichment and remediation services
13. Develop in each student the ability to think critically, make inferences, apply knowledge
to new settings and use these skills to make wise choices
CURRICULUM
The ACES curriculum is connected to state and national content standards and the school's
goals for student learning are coordinated or integrated across different disciplines. The
curriculum's sequence is rational, with more complex ideas building on simpler ones,
respecting each student's developmental levels and prior learning. Teachers and students are
accountable for all state and local assessments in addition to internal formal and informal
assessments and observations.
City of Aventura Page 13 Charter School Fund Budget
Classroom teachers utilize technology daily to reinforce instruction and offer opportunities for
independent practice. ACES students have access to Internet -based instructional programs at
home and at school. Students in kindergarten through fifth grade utilize the ACES computer
lab weekly. Sixth grade students enroll in a nine -week technology course, exposing them to all
Microsoft Office Applications. Seventh grade students are required to enroll in a year long
Computer Concepts courses designed to expose them to all facets of the technology available
to them. Eighth grade students take a year -long technology aided career awareness and
entrepreneurship course.
ACES offers a variety of programs to meet the needs of all learners. The English Speakers of
Other Languages (ESOL) program is offered to students who are working toward English
language proficiency. Classroom teachers servicing ESOL students have undergone special
training related to strategies that enhance language acquisition. The ACES ESOL Coordinator
collaborates with classroom teachers related to instructional modifications that aide in content
comprehension.
Exceptional Education students are serviced within the general classroom, reducing social
stigmas and enhancing the continuity of instruction. The ESE teacher collaborates with
classroom teachers to ensure that "strategies for success" are implemented in all subject
areas.
Students with speech and language needs are serviced by a Speech and Language
Pathologist and students will occupational therapy needs are serviced by a specialist. These
programs are offered to students who qualify for services based on school district
requirements.
At risk readers are targeted through a variety of intervention courses and strategies. ACES
Literacy Team teaches at- risk - readers grades Kindergarten through eighth grade in small
group settings. This supplemental reading program provides intensive instruction using
research based programs such as Story Town Targeted Intervention and Read 180.
ACES is focused on meeting the needs of all students. To this end, ACES offers a variety of
extended school day programs. These programs target speck student needs and are offered
both before and after school. These programs include small group writing instruction, focused
math tutorials, science study group and a Saturday reading program.
Gifted students in grades 1 and 2 receive "Gifted Instruction" in Language Arts and Reading
daily. Project -based applications encompassing the sciences; arts, math, and language allow
students an opportunity to combine their creativity and practical knowledge. Eligible students
in grades 3, 4, and 5 have an opportunity to enroll in a gifted language Arts/Reading course
and a gifted Math course. Eligible students in middle school have an opportunity to enroll in
gifted courses.
ACES science laboratory program provides students with hands -on application of core
curriculum. Students in second through fifth grade visit the science lab weekly and students in
kindergarten and first grade conduct experiments within their classrooms. All middle school
students enroll in comprehensive science courses that emphasizes hands -on investigation.
City of Aventura Page 14 Charter School Fund Budget
ACES students are exposed to eco- literarcy through participation in our outdoor garden
project.
ACES Modern Language Program places emphasis on four basic components of language
acquisition (e.g., listening, speaking, reading and writing). Students build an understanding of
the relationship between perspectives and products of various cultures. Middle School students
are required to enroll in Spanish courses throughout their middle school career at ACES. The
elementary Spanish program is offered to all kindergarten through fifth grade students and
emphasizes cultures and conversational speaking.
ACES Middle School Program offers academic rigor in conjunction with an extraordinary
selection of extracurricular activities and elective programs. ACES students have the
opportunity to enroll in high school level Spanish, Earth Space Science, Biology, Algebra and
Geometry and to select one of five elective courses. These elective courses include Media
Production, Modern Dance, Art, Guitar, Team Sports and Drama. All middle school students
are invited to participate in after school teams including volleyball, basketball and tennis. ACES
also participates in the Independent Athletic League and offers competitive boys and girls
basketball and competitive boys and girls soccer, competitive girls volleyball and boys flag
football. These programs are funded through the school budget and offered at no cost to
students.
Elementary school students also enjoy a variety of special subject classes daily. These
programs include art, physical education, technology, media, Spanish, writing and music. Each
Friday Elementary students participate in a club. Clubs vary from year to year based on
student interest. Currently ACES is offering the following clubs; Bolleywood Dance, Baton,
Board Games, Latch Hook, Scrapbooking, Table Tennis, Jazz Dance, Middle Eastern Dance,
Latin Dance, French, Origami, Cheedeading, School house Rock, Soccer, Basketball and
Healthy Eating /Gardening.
PERFORMANCE CRITERIA
1) Indicator: All students will maintain a portfolio demonstrating and charting improvement and
mastery of skills required at that grade level. This portfolio will be part of the Personal Learning
Plan (PLP) that is the compendium of parent, student and teacher conferences. Each PLP will
establish academic goals for each individual student in relation to his /her performance and
progress.
2006107 Actual: Complete
2007108 Actual: Complete
2008109 Actual: Complete
2009/10 Actual: Complete
2010111 Actual: Complete
2) Indicator: The State of Florida A+ Plan Grade shall be no lower than a "B ".
2006/07 Actual: A
2007108 Actual: A
2008/09 Actual: A
2009110 Actual: A
2010111 Actual: A
City of Aventura Page 15 Charter School Fund Budget
3) Indicator: Meet the requirements delineated in Florida State Board of Education
Administrative Rule 6A- 1.09981, Implementation of Florida's System of School Improvement
and Accountability, as may be amended from time to time.
2006107 Actual: Complete
2007/08 Actual: Complete
2008/09 Actual: Complete
2009/10 Actual: Complete
2010/11 Actual: Complete
4) Indicator: Percent of parents that completed all 20 required volunteer hours by the end of
the year.
2006/07 Actual: 100%
2007/08 Actual: 100%
2008/09 Actual: 100%
2009/10 Actual: 100%
2010/11 Actual: 100%
5) Indicator: Number of students enrolled shall be 95% of the number allowed by the School
Charter.
2006/07 Actual: 100%
2007/08 Actual: 100%
2008109 Actual: 100%
2009110 Actual: 100%
2010111 Actual: 100%
6) Indicator: The year -to -yeas retention rate shall be 90 %.
2006/07 Actual: 99%
2007108 Actual: 98%
2008/09 Actual: 98%
2009/10 Actual: 98%
2010/11 Actual: 98%
7) Indicator: The percentage of parents who on the Parent Survey agree or strongly agree to
the statement that "I would recommend the Charter School to a friend" is 90 %.
2006107 Actual: 99%
2007/08 Actual: 99%
2008109 Actual: 99%
2009/10 Actual: 99%
2010/11 Actual: 99%
8) Indicator: The audits required by State Law and the Charter shall indicate that the financial
statements are presented fairly and that tests of compliance with laws and regulations and
consideration of the internal control over financial reporting disclose no instances of non-
compliance, nor any material weaknesses.
2006/07 Actual: All in compliance
2007/08 Actual: All in compliance
2008109 Actual: All in compliance
City of Aventura Page 16 Charter School Fund Budget
2009110 Actual: All in compliance
2010111 Actual: All in compliance
9) Indicator: Class size and student/classroom teacher ratios shall be maintained throughout
the school year at 18:1 for kindergarten through third grade and an average of 22:1 for all
grades fourth through eighth.
2006107 Actual: All in compliance
2007108 Actual: All in compliance
2008109 Actual: All in compliance
2009110 Actual: All in compliance
2010111 Actual: All in compliance
10) Indicator: Reading - Percent of Students in the school on grade level and above in
Reading. This is based on the Sunshine State Standards and exhibited in proficiency on the
Florida Comprehensive Assessment Test (FCAT).
2006107 Actual: 89%
2007108 Actual: 88%
2008/09 Actual: 93%
2009/10 Actual: 92%
2010/11 Actual: 92%
11) Indicator: Math - Percent of Students in the school on grade level and above in Math. This
is based on the Sunshine State Standards and exhibited in proficiency on the Florida
Comprehensive Assessment Test (FCAT).
2006107 Actual: 88%
2007/08 Actual: 88%
2008109 Actual: 87%
2009110 Actual: 85%
2010111 Actual: 92%
12) Indicator: Writing - Percent of students in the school on grade level and above in Writing.
This is based on the Sunshine State Standards and exhibited in proficiency on the Florida
Comprehensive Assessment Test (FCAT).
2006107 Actual: 85%
2007/08 Actual: 89%
2008109 Actual: 92%
2009110 Actual: 87%
2010111 Actual: 90%
13) Indicator: All Students will achieve high science standards as measured by Sunshine
State Standards Performance Standards.
2006/07 Actual: 43%
2007/08 Actual: 69%
2008/09 Actual: 73%
2009/10 Actual: 67%
2010111 Actual: 76%
City of Aventura Page 17 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL FUND 190
BUDGET CATEGORY SUMMARY
2012113 (July 1 - June 30)
FUND DESCRIPTION
nd is used to account for revenues and expenditures Ispecifically itures associated the
wit 'the
This fu and cap
rter School. The fund will account for operating
City of Excellence School.
CATEGORY
State Shared Revenues
Charges for Services
Misc. Income
Other Non - Revenues
Total
K -3 Basic
4-8 Basic
Exceptional Student Program
Substitute Teachers
Instruct Media Services
School Administration
Pupil Transit Services
Operation of Plant
Child Care Supervision
Capital Outlay
Total Expenditures
Revenues over(under) Expenditures
2010/11
2011112 2011112 2012113
ACTUAL APPROVED HALF YEAR CITY MANAGER
BUDGET ACTUAL PROPOSAL
REVENUE PROJECTIONS
$ 7,059,291 $ 6,322,406 $ 3,097,649 $ 6,508,983
192,991 161,100 54,672 161,100
598,248 475,000 345,686 520,534
100,000 509,935 449,935 494,279
7,960,630 $ 7,468,441 $ 3,947,942 $ 7,684,896
EXPENDITURES
$ 1,787,086 $
1,948,241 $
762,216 $
2,031,945
2,453,518
2,059,431
2,285,017
982,034
95,030
225,614
212,518
210,883
84,950
41,615
83,341
107,454
71,114
71,002
28,126
71,342
1,002,874
891,730
472,520
825,369
184,140
184,000
91,800
184,000
1,516,765
1,566,114
719,660
1,579,753
146,996
129,004
59,392
128,015
225,258
97,500
108,567
102,000
$ 7,313,636 $
7,468,441 $
3,360,960 $
7,684,896
$ 636,894 $
_ $
586,982 $
0
City of Aventura
Page 18 Charter School Fund Budget
CITY OF AVENTUM
CHARTER SCHOOL =
2012/13
DEPARTMENT DESCRIPTION ° .,,.....
This department is responsible for the organization, operation and management of the Citys charter
School. By focusing on low student teacher ratios, high academic standards and parental
participation, the school provides a first class learning environment for the City's children. The school
operations are provided in conjunction with a service contract with Charter Schools USA.
2010/11 2011/12 2011/12 2012/13
ACTUAL APPROVED HALF YEAR CITY MANAGER
CATEGORY RECAP BUDGET ACTUAL PROPOSAL
Personnel Services $ 4,737,616 $ 4,987,990 $ 2,023,215 $ 5,201,669
Operating Expenditures 1,882,762
1,866,451
997,472
1,854,727
Other Uses 468,000
516,500
231,706
526,500
Capital Outlay 225,258
97,500
108,567
102,000
Total
,468,441
$ 3,360,960 $
7,684,896
Charter School Department
CSUSA
Educational/
Administrative
Services
Organization Chart
City Manager
Principal
School Operations
School Advisory
Committee
City of Aventura Page 19 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL FUND 190
REVENUE PROJECTIONS
2012/13
SCHOOL 2010111
REVENUE ACTUAL
ACCOUNT #
CODE
DESCRIPTION
71,000
6,366,811
State Shared Revenues:
3359050
3261
School Lunch Reimbursement
3359100
3310
Florida Education Finance Program
3359201
3361
A+ Revenues
3316100
3321
Education Jobs Fund Program
3359800
3354
Transportation
3359910
3391
Capital Outlay
$ 7,059,291
Subtotal
$ 3,097,649 $
Charges for Services:
3478050 3450 Food Service Fees
3479050 3473 After School Programs
Subtotal
3611000 3431
3661900 3495
3661910 3495
3661955 3467
3692000 3469
3665000 3469
Subtotal
Misc. Income:
2011112 2011112 2012113
APPROVED HALF YEAR CITY MANAGER
BUDGET ACTUAL PROPOSAL
$ 63,955
$ 71,000
$ 54,257 $
71,000
6,366,811
5,526,000
2,881,015
5,722,983
-
-
-
68,000
-
101,406
50,704
-
108,334
124,000
55,605
147,000
520,191
500,000
56,068
500,000
$ 7,059,291
$ 6,322,406
$ 3,097,649 $
6,508,983
$ - $ 6,100 $ - $ 6,100
192,991 155,000 54,672 155,000
$ 192,991 $ 161,100 $ 54,672 $ 161,100
Interest Earrings
$ 8,149 $
15,000 $
3,928 $
10,000
Misc. Revenues
116,020
115,000
109,852
150,000
Sport Program Fundraising
-
-
2,370
2,500'
Field Trips /Special Programs
184,311
200,000
116,331
200,034
Special events
70,500
-
20,118
13,000
Other Private Source Revenue
219,268
145,000
93,087
145,000
$ 598.248 $
475,000 $
345,686 $
520,534
Other Non - Revenues:
3811039 3610 Transfers In
3999000 3489 Beginning Surplus
Subtotal
Total Revenues Y��
$ 100,000 $ 100,000 $ 50,000 $ 100,000
- 409,935 399,935 394,279
$ 100,000 $ 509,935 $ 449,935 $ 494,279
7,950,530 $ 7,468,441 $
7
City of Aventura Page 20 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL
2012113
BUDGETARY ACCOUNT SUMMARY
190 -6001 -569
K-3 Basic 5101
ACCOUNT#
SCHOOL
OBJECT
CODE
DESCRIPTION
2010111
ACTUAL
2011112
APPROVED
BUDGET
2011112
HALF YEAR
ACTUAL
2012113
CITY MANAGER
PROPOSAL
Personnel Services
Travel/Conferences/Training $
879 $
3,500 $
2,413 $
3,500
1220
120
Teacher
$ 1,253,712 $
1,343,408 $
508,423
$ 1,322,655
1230
130
Other Certified Instruction
85,490
88,979
31,526
163,783
5410
521
Reading Specialist
-
1,500
-
1,500
5411
520
Instructional Counselor
60,204
60,000
44,634
54,000
Dean of Curriculum
82,943 $
94,500 $
67,040 $
98,500
1250
150
Kindergarten Aides (PM 7
95,212
93,920
43,376
96,353
Admin. Asst.
-
-
-
1502
291
Bonuses
40,613
59,000
8,745
48,000
1503
291
Stipends
4,500
22,725
-
22,725
2101
221
Social Security- matching
109,499
116,762
43,930
121,084
2201
211
Pension
5,241
10,743
1,338
11,385
2301
231
Health, Life & Disability Insurance
75,020
93,055
46,438
121,430
2302
232
Dental Insurance
11,617
6,528
6,163
6,720
2401
241
Workers' Compensation
7,090
18,621
-
19,310
2501
250
Unemployment Compensation
16,149
-
5,237
-
subtotal
$ 1,704,143 $
1,853,741 $
695,176
$ 1,933,445
Operating
Expenditures /Expenses
4001
330
Travel/Conferences/Training $
879 $
3,500 $
2,413 $
3,500
5290
590
Other Mat'I & Supply
21,812
25,000
18,726
35,000
5299
790
Miscellaneous Expense
48
4,500
1,267
4,500
5410
521
Memberships /Dues /Subscription
-
1,500
-
1,500
5411
520
Textbooks
60,204
60,000
44,634
54,000
subtotal $
82,943 $
94,500 $
67,040 $
98,500
Total Function 5101 :: $ 1,787,086 $ 1,948,241 $ 762,216 $ 2,031,945 II
City of Aventura Page 21 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL
2012/13
BUDGETARY ACCOUNT SUMMARY
190 - 6002 -569
4-8 Basic 5102
COUNT #
SCHOOL
OBJECT
CODE
DESCRIPTION
2010/11
ACTUAL
2011/12
APPROVED
BUDGET
rsonnel Services
Other Mat'I & Supply
28,916
5299
1220
120
Teacher
$ 1,624,923 $
1,690,128
1230
130
Other Certified Instruction
520
Textbooks
61,444
5901
Dean of Discipline & Operations
-
-
1250
150
Aide
28,647
27,063
1502
291
Bonuses
46,852
71,000
1503
291
Stipends
4,500
47,880
2101
221
Social Security- matching
125,627
131,365
2201
211
Pension
11,000
12,879
2301
231
Health, Life & Disability Insurance
87,202
90,733
2302
232
Dental Insurance
13,160
7,680
2401
241
Workers' Compensation
8,807
20,950
2501
250
Unemployment Compensation
15,334
-
subtotal
$ 1,966,052 $
2,099,678 $
4001
330
TraveUConferences/Training
$ 2,702 $
5290
590
Other Mat'I & Supply
28,916
5299
790
Miscellaneous Expense
317
5410
521
Memberships /Dues /Subscription
-
5411
520
Textbooks
61,444
5901
791
Athletic Activities
-
2,285,017 $
982,034 $
subtotal
-$ 93,379 $
Total Function 5102
$ 2,059,431 $
2011/12 201211
HALF YEAR CITY MANAGEI
ACTUAL PROPOSA
721,954 $
1,742,594
-
73,542
36,142
28,838
20,768
60,000
3,000
47,880
55,092
141,140
2,859
13,837
45,642
145,774
5,951
8,064
-
22,509
7,725
-
859,991 $
2,284,179
4,500 $
3,040 $
4,500
84,000
36,142
65,000
3,000
1,125
3,000
839
-
839
93,000
72,906
87,000
-
8,830
9,000
185,339 $
122,043 $
169,339
2,285,017 $
982,034 $
2,453,518
City of Aventura Page 22 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL
2012/13
BUDGETARY ACCOUNT SUMMARY
190- 6003 -569
Exceptional Student Program 5250
ACCOUNT #
SCHOOL,
OBJECT
CODE
Mbiggk,,2010111
-
DESCRIPTION
ACTUAL
2011112
APPROVED
BUDGET
2011112
HALF YEAR
ACTUAL
201211
CITY MANAGEI
PROPOSAI
Personnel Services
1220
120
Teacher
$
147,832
$
130,460
$
57,519
$ 92,472
1230
130
Other Certified Instruction
Dean of Student Services
-
-
-
56,310
1502
291
Bonuses
4,159
5,000
2,186
5,000
1503
291
Stipends
-
-
-
-
2101
221
SocialSecurity- matching
11,305
9,980
4,403
11,382
2201
211
Pension
134
978
469
1,116
2301
231
Health, Life & Disability Insurance
8,240
15,809
6,010
10,455
2302
232
Dental Insurance
558
576
289
576
2401
241
Workers' Compensation
801
1,592
-
1,815
2501
250
Unemployment Compensation
1,290
-
1,762
-
subtotal
$
174,319
$
164,395
$
72,638
$ 179,126
Operating
Expenditures /Expenses
3190
310
Prof & Tech Services -SPED
$
35,896
$
33,000
$
16,345
$ 33,000
4001
330
Travel/Conferences/Training
532
3,000
-
3,000
4420
590
Leasing Expense
-
3,000
-
3,000
5290
590
Other Mat'I & Supply
1,652
5,000
5,373
5,000
5299
790
Miscellaneous Expense
-
1,500
674
1,500
5410
521
Memberships /Dues /Subscription
119
988
-
988
subtotal
$
38,199
$
46,488
$
22,392
$ 46,488
Total Function 5250
8 $ 210
$ 225,614
City of Aventura Page 23 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL
2012/13
BUDGETARY ACCOUNT SUMMARY
190 -6004 -569
Substitute Teachers 5901
SCHOOL
OBJECT
2010111
2011112
2011/12
2012/13
ACCOUNT #
CODE
ACTUAL
DESCRIPTION
APPROVED
HALF YEAR
CITY MANAGER
Personnel Services
BUDGET
ACTUAL
PROPOSAL
1220
1225
120
140
Pool Sub $ 54,653 $
Teacher - P/T
26,266 $
13,226
$ 26,265
1502
291
38,402
Bonuses
46,000
24,882
46,000
2101
221
897
Social Security- matching 7,157
5,
800
2201
211
Pension 20
2,033
5,528
2301
231
Health, Life & Disability Insurance 2,953
321
321
6,133
-
197
2302
232
Dental Insurance 315
456
3,477
2401
241
Workers' Compensation 1,628
109
842
53
192
2501
250
to
Unemployment yment Compensation 1,429
882
-
965
_
Total Function 5901 $ 107,454 $
84,950 $
41,615
$ 83,341
City of Aventura
Page 24
Charter School Fund Budget
CITY OF "ENTUR4
CHARTER SCHOOL
2012/13
BUDGETARY ACCOUNT SUMMARY
190 -6005 -569
Instruct Media Services 6200
SCHOOL 2010111 2011/12 2011112 2012/13
OBJECT ACTUAL APPROVED HALF YEAR CITY MANAGER
ACCOUNT# CODE DESCRIPTION BUDGET ACTUAL PROPOSAL
Personnel Services
1230
130
1502
291
2101
221
2201
211
2301
231
2302
232
2401
241
2501
250
Media Specialist $
59,250 $
55,283 $
21,863 $
56,833
Bonuses
2,304
2,000
2,186
2,500
Social Security- matching
4,602
4,229
1,714
4,348
Pension
724
347
284
349
Health, Life & Disability Insurance
2,882
5,277
1,849
3,427
Dental Insurance
220
192
110
192
Workers' Compensation
321
674
-
693
Unemployment Compensation
710
-
120
-
subtotal $
71,013 $
68,002 $
28,126 $
68,342
Operating Expend itureslExpenses
5411 520 Textbooks
Total Function 6200
City of Aventura
$ 101 $ 3,000 $ - $ 3,000 I'
subtotal $ 101 $ 3,000 $ - $ 3,000
Page 25
$ 71,114 $ 71,002 $ 28,126 $ 71,342 1'
Charter School Fund Budget
SCHOOL
OBJECT
ACCOUNT # CODE
Personnel Services
1211 110
1260
1502
2101
2201
2301
2302
2401
2501
160
291
221
211
231
232
241
251
CITY OF AVENTUM
CHARTER SCHOOL
2012113
BUDGETARY ACCOUNT SUMMARY
190 - 6006 -569
School Administration 7300
DESCRIPTION
Administrators
Vice Principal
Principal
Other Support Personnel
2 Receptionist
Administrative Secretary
Registrar /Compliance /ESE
Business Manager
Network/Comp Tech -Prf
Bonuses
Social Security- matching
Pension
Health, Life & Disability Insurance
Dental Insurance
Workers' Compensation
Unemployment Compensation
subtotal
2010111 2011112 2011112 2012113
ACTUAL APPROVED HALF YEAR CITY MANAGER
BUDGET ACTUAL PROPOSAL
$ 306,683 $ 304,272 $ 147,372 $ 243,236
214,909 189,342 91,476 207,384
2,916
13,000
38,756
-
16,032
7,500
34,472
41,870
29,752
27,071
12,904
28,928
31,327
50,204
18,164
36,415
2,652
2,504
1,093
1,536
793
6,181
366
5,498
99
2,000
986
2,000
631,001 $
633,330 $
288,393 $
566,969
Operating
EY„pnditures /912- nses
$
10,256 $
4001
330
Travel/Conferences/Training
5,400
4041
201
Automobile Allowance
327,435
4855
790
Field Trips /School Events
23,691
5290
590
Other Matt & Supply
5,091
5410
521
Memberships /Dues /SubscriPsubtotal $
371,873 1
nction 7300
10,000 $
5,415 $
10,000
5,400
2,700
5,400
215,000
161,335
215,000
25,000
11,311
25,000
3,000
3,366
3,000
�r,R Ann $
184,127 $
258,400
1,002,874 $ 891,730
U
City of Aventura
Page 26 Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL
2012113
BUDGETARY ACCOUNT SUMMARY
190 -6007 -569
Pupil Transit Services 7800
SCHOOL
2010/11 2011112
2011/12
2012113
OBJECT
ACTUAL APPROVED
HALF YEAR
CITY MANAGER
ACCOUNT # CODE DESCRIPTION
BUDGET
ACTUAL
PROPOSAL
Operating Expenditures /Expenses
3190 310 Prof & Tech Services
$ 184,140 $ 184,000 $
91,800
$ 184,000
Total Function 7800
City of Aventura
Page 27
$ 184,140 $ 184,000 $ 91,800 $ 184,000
Charter School Fund Budget
CITY OF AVENTURA
CHARTER SCHOOL
2012/13
BUDGETARY ACCOUNT
SUMMARY
190 -6008 -569
Operation of Plant 7900
2010/11
ACTUAL
2011/12
APPROVED
2011112 2012113
HALF YEAR CITY MANAGER
PROPOSAL
BUDGET
ACTUAL
ACCOUNT # CODE
DESCRIPTION
Personnel Services
$
28,858 $
27,870 $
12,735 $
28,427
1260
160
Other Support Per
Janitor
2112
2,132
921
2,175
2101
221
Social Security- matching
(82)
3,762
1,235
3,980
2201
211
Pension
13,076
12,449
7,568
14,132
2301
231
Health, Life & Disability Insurance
595
589
333
192
2302
232
Dental Insurance
1,025
812
379
347
2401
241
Workers' Compensation subtotal $
45,584 $
47,614 $
23,171 $
49,253
Operating Expenditures
/Expenses
$
$
-
$
-
3147
316
School Advisory Consultant
331,740
324,000
112,
3
3148
312
Planning /Management Fee CSU SA
18,600
15,000
000
15,000
3201
312
Accounting & Auditing Fees
69,693
64,000
26,351
64,000
3431
310
Contract -Food Services
55,704
53,000
31,500
53,000
4101
370
Communications
132,078
151,000
70,620
151,000
4301
430
380
Electricity
Pub Ut Svc Othr Energy Sv
23,828
20,000
10,595
9,547
20,000
28,000
4320
4440
360
Office Equip - Leasing Expense
14,074
28,000
39,000
6,335
35,000
4501
320
Insurance &Bond Premium
29,417
206,450
215,000
70,266
217,000
4620
350
Contract- Building Maintenance
112,150
80,000
61,713
84,000
4635
350
Repairs &Maintenance
9,447
10,000
3,856
10,000
5290
590
Other Mat'1 & Supply
-
3,000
-
1,000
5295
510
Cleaning /Janitorial Supplies
subtotal $ 1,003,181 $
1,002,000
$ 464,783 $
1,004,000
Other Uses
$
24,000 $
65,000
$ 6,156 $
75,000
5901
790
Contingency
-
7,500
501
7,500
5905
790
AACC Expenses
-
-
9101
971
Transfer to General Fund
"
0
9129
921
Lease Payments to City Debt subto al $
468 000 $
516,500
$ 231,706 $
526 500
I Function 7900 $ 1,516 766 $
1,566,114
$ 719,660 $
1,579,753
Charter School Fund Budget
Page 28
City of Aventura
CITY OF AVENTUM
CHARTER SCHOOL
2012/13
BUDGETARY ACCOUNT SUMMARY
190 - 6009669
Child Care Supervision 9102
SCHOOL
2010111 2011112
2011112
2011/12
OBJECT
ACTUAL APPROVED
HALF YEAR
CITY MANAGER
ACCOUNT # CODE DESCRIPTION
BUDGET
ACTUAL
PROPOSAL
Personnel Services
(1,440)
392 -
400
1260 160 Other Support Personnel
$ 34,032 $ 32,130 $
12,045
$ 32,805
After School Counselor I
310
Contract- Recreation Programs $
70,203 $
After School Counselor II
25,910 $
53,000
3201
2101 221 Social Security- matching
2,525
2,458 1,322
2,510
2401 241 Workers' Compensation
(1,440)
392 -
400
2501 250 Unemployment Compensation
2,933
1,300 738
1,300
subtotal $
38,050 $
36,280 $ 14,105 $
37,015
Ooeratina Expenditures /Exaenses
3113
310
Contract- Recreation Programs $
70,203 $
50,224 $
25,910 $
53,000
3201
312
Accounting & Auditing Fees
2,000
2,000
1,000
2,000
4301
430
Electricity
10,000
10,000
5,000
10,000
4501
320
Insurance & Bond Premium
3,000
3,000
1,500
3,000
4620
350
Contract- Building Maintenance
8,734
8,000
4,932
8,000
4635
350
Repairs & Maintenance
7,575
7,500
3,872
7,500
5290
590
Other Mat'I & Supply
7,434
12,000
3,073
7,500
subtotal $
108,946 $
92,724 $
45,287 $
91,000
Total Function 9102
City of Aventura
Page 29
Charter School Fund Budget
CITY OF AVENTUM
CHARTER SCHOOL
2012113
BUDGETARY ACCOUNT SUMMARY
190 - 6010 -569
Capital Outlay 7400
OBJECT
ACCOUNT # CODE
DESCRIPTION
Capital Outlay
6401 692
Computer Equipment >5000
6402 643
Computer Equipment <5000
6410 640
Furniture, Fixture & Equipment
Total Function 7400
Upgrade Network Switches and Routers
Replace 2 Servers
Subtotal
Replace 65 Computers /Laptops
21 Tablet Computers
Subtotal
1
$ 27,381 $
158,426
39.451
2011/12 2011/12
APPROVED HALF YEAR CITY
BUDGET ACTUAL F
22,000 $ 34,430 $ 20,000
75,500 73,750 82,000
- 387 -
$ 225,258 $ 97,500 $ 108,567 $ 102,000
10,000
10,000
20,000
71,500
10,500
82,000
City of Aventura Page 30 Charter School Fund Budget
ORDINANCE NO. 2012-
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA,
ADOPTING THE ATTACHED CHARTER SCHOOL OPERATING
AND CAPITAL BUDGET FOR THE AVENTURA CITY OF
EXCELLENCE SCHOOL FOR FISCAL YEAR 2012/13 (JULY 1 —
JUNE 30), PURSUANT TO SECTION 4.05 OF THE CITY
CHARTER; AUTHORIZING EXPENDITURE OF FUNDS
ESTABLISHED BY THE BUDGET; PROVIDING FOR
BUDGETARY CONTROL; PROVIDING FOR PERSONNEL
AUTHORIZATION; PROVIDING FOR GIFTS AND GRANTS;
PROVIDING FOR AMENDMENTS; PROVIDING FOR
ENCUMBRANCES; PROVIDING FOR SEVERABILITY AND
PROVIDING FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AS FOLLOWS:
Section 1. The 2012/2013 Operating and Capital Improvement Program Budget for
the Aventura City of Excellence School, a copy of said budget being attached hereto and made
a part hereof as specifically as if set forth at length herein, be and the same is hereby
established and adopted.
Section 2. Expenditure of Funds Appropriated in the Budget Authorized. Funds
appropriated in the Budget may be expended by and with the approval of the City Manager in
accordance with the provisions of the City Charter and applicable law. Funds of the City shall be
expended in accordance with the appropriations provided in the Budget adopted by this
Ordinance and shall constitute an appropriation of the amounts specified therein. Supplemental
appropriations or the reduction of appropriations, if any, shall be made in accordance with Section
4.07 of the City Charter.
Section . Budgetary Control. The Budget establishes a limitation on expenditures by
department total. Said limitation requires that the total sum allocated to the Charter School
department for operating and capital expenses may not be increased or decreased without
specific authorization by a duly- enacted Resolution affecting such amendment or transfer.
City of Aventura Page 31 Charter School Fund Budget
Therefore, the City Manager may authorize transfers from one individual line item account to
another, so long as the line item accounts are within the same department and fund.
Section 4. Personnel Authorization. The "Personnel Allocation Summary" enumerates all
authorized budgeted positions. However, the City Manager may amend said authorized budgeted
positions in order to address the operating needs of the department so long as sufficient
budgeted funds are available.
Section 5. Grants and Gifts. When the City of Aventura receives monies from any
source, be it private or governmental, by Grant, Gift, or otherwise, to which there is attached as a
condition of acceptance any limitation regarding the use or expenditures of the monies received,
the funds so received need not be shown in the Operating Budget nor shall said budget be
subject to amendment of expenditures as a result of the receipt of said monies, but said monies
shall only be disbursed and applied toward the purposes for which the said funds were received.
To ensure the integrity of the Operating Budget, and the integrity of the monies received by the
City under Grants or Gifts, all monies received as contemplated above must, upon receipt, be
segregated and accounted for based upon generally accepted accounting principles and where
appropriate, placed into separate and individual trust and /or escrow accounts from which any
money drawn may only be disbursed and applied within the limitations placed upon the Gift or
Grant as aforesaid.
Section 6. Amendments. Upon the passage and adoption of the Charter School Fund
Budget for the City of Aventura, if the City Manager determines that the Department Total will
exceed its original appropriation, the City Manager is hereby authorized and directed to prepare
such Resolutions as may be necessary and proper to modify any line item from the Budget
hereby.
City of Aventura Page 32 Charter School Fund Budget
I
Section 7. Encumbrances. All outstanding encumbrances at June 30, 2012 shall lapse at
that time; and all capital outlay encumbrances and capital outlay expenditures not spent during
the fiscal year may be re- appropriated in the 2012/2013 fiscal year.
Section 8. Severabilitv. The provisions of this Ordinance are declared to be severable
and if any section, sentence, clause or phrase of this Ordinance shall for any reason be held to
be invalid or unconstitutional, such decision shall not affect the validity of the remaining sections,
sentences, clauses, and phrases of this Ordinance but they shall remain in effect, it being the
legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part.
Section 9. Effective Date. This Ordinance shall be effective immediately upon
adoption on second reading.
City of Aventura Page 33 Charter School Fund Budget
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami -Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
V. PEREZ, who on oath says that he or she is the
LEGAL_ CLERK, Legal Notices of the Miami Daily Business
Review f /k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami -Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF AVENTURA
NOTICE OF PROPOSED ORDINANCES
in the XXXX Court,
was published in said newspaper in the issues of
04/20/2012
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of securing this advertisement for publication in the said
newspaper. Z—)
__-6) C74�/
Sworn to and subscribed before me this
20 day of APRIL , A.D. 2012
(SEAL)
V. PEREZ personally known to me
���: ku �, Notary Pudic State of Florida
� Cheryl H. Harmer
+Vy Commission DD79349U
%,�, }' Expires 07111312012
Ce
CITY OF AVENTURA
PUBLIC NOTICE OF PROPOSED ORDINANCES
NOTICE IS HEREBY GIVEN that on Tuesday, the list day of May, 2012,
at a meeting of the City Commission of the City of Aventura to be held at
6 p.m. in the 5th floor Conference Room at the Aventura Government
Center, 19200 West Country Club Drive, Aventura, Florida, the City
Commission will consider the adoption of the following Ordinances on
second reading, entitled:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AMENDING ORDINANCE NO. 2011 -08
WHICH ORDINANCE ADOPTED A BUDGET FOR THE 2011/2012
FISCAL YEAR BY REVISING THE 2011/2012 FISCAL YEAR OPER-
ATING AND CAPITAL BUDGET AS OUTLINED IN EXHIBIT "A"
ATTACHED HERETO; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS
ORDINANCE; PROVIDING FOR AN EFFECTIVE DATE.
And
THE CITY COMMISSION, ACTING IN ITS CAPACITY AS THE BOARD
OF DIRECTORS OF THE AVENTURA CITY OF EXCELLENCE
SCHOOL:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA,
ADOPTING THE ATTACHED CHARTER SCHOOL OPERATING AND
CAPITAL BUDGET FOR THE AVENTURA CITY OF EXCELLENCE
SCHOOL FOR FISCAL YEAR 2012/13 (JULY 1 - JUNE 30),
PURSUANT TO SECTION 4.05 OF THE CITY CHARTER; AUTHORIZ-
ING EXPENDITURE OF FUNDS ESTABLISHED BY THE BUDGET;
PROVIDING FOR BUDGETARY CONTROL; PROVIDING FOR
PERSONNEL AUTHORIZATION; PROVIDING FOR GIFTS AND
GRANTS; PROVIDING FOR AMENDMENTS; PROVIDING FOR
ENCUMBRANCES; PROVIDING FOR SEVERABILITY AND
PROVIDING FOR AN EFFECTIVE DATE.
The proposed Ordinances may be inspected by the public at the Office of
the City Clerk, 19200 West Country Club Drive, Aventura, Florida.
Interested parties may appear at the Public Hearing and be heard with
respect to the proposed Ordinances. Any person wishing to address the
City Commission on any item at this Public Hearing may do so after the
Mayor opens the public hearing.
In accordance with the Americans with Disabilities Act of 1990, all
persons who are disabled and who need special accommodations to
participate in this proceeding because of that disability should contact
the Office of the City Clerk, 305 - 466 -8901, not later than two business
days prior to such proceedings.
If a person decides to appeal any decision made by the City Commission
with respect to any matter considered at a meeting or hearing, that
person will need a record of the proceedings and, for such purpose, may
need to ensure that a verbatim record of the proceedings is made, which
record includes the testimony and evidence upon which the appeal is to
be based.
Teresa M. Soroka, MMC City Clerk
4/20 12- 4- 184/1871470M
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami -Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
V. PEREZ, who on oath says that he or she is the
L EGAL CLERK, Legal Notices of the Miami Daily Business
Review f /k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami -Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF AVENTURA - NOTICE OF PUBLIC HEARING
5/1/2012 - ARTEFACTO HOME (02- SV -12)
in the XXXX Court,
was published in said newspaper in the issues of
04/20/2012
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of securing this advertise nt for publication in the said
newspaper.
Sworn to and subscribed before me this
20 day of APRIL A.D. 201
(SEAL)
V. PEREZ personally known to me
Notary Public State of Florida
�y Cheryl H. Marmer
My Commilll DD793490
Expires 07/1812012
CITY OF AVENTURA
NOTICE OF PUBLIC HEARING
Date and Time of Public Hearing: Tuesday, May 1, 2012
6:00 p.m.
Applicant Name /Number: Artefacto Home
(02- SV -12)
Applicant Request: Variance from Section 31- 191(j)(2)a. of the City
Code to permit two wall signs on a two story retail building located at
17651 Biscayne Boulevard, where one wall sign is permitted by Code.
Location of Subject Property: 17651 Biscayne Boulevard, City of
Aventura
Legal Description: Part of the Northeast '/4 of Section 9 and Part of
the Northwest 1/4 of Section 10, Township 52 South, Range 42 East, City
of Aventura (complete legal description available at the Community
Development Department)
Plans are on file and may be examined during regular business hours at
the City of Aventura Government Center, Community Development
Department, 19200 West Country Club Drive, Aventura, Florida, 33180.
Plans may be modified at or before the Public Hearing. The application
may change during the hearing process.
The Public Hearing will be held in the City Commission Chamber at City
of Aventura Government Center at 19200 West Country Club Drive,
Aventura, Florida, 33180. Your comments may be made in person at the
hearing or filed in writing prior to the hearing date. Refer to applicant/
property on correspondence and mail same to City of Aventura
Government Center, Community Development Department at the
address above. For further information, please call (305) 466 - 8940.
in accordance with the Americans with Disabilities Act of 1990, all
persons who are disabled and who need special accommodations to
participate in this proceeding because of that disability should contact
the Office of the City Clerk, (305) 466 -8901, not later than two business
days prior to such proceedings.
If a person decides to appeal any decision made by the City Commission
with respect to any matter considered at a meeting or hearing, that
person will need a record of the proceedings and, for such purpose, may
need to ensure that a verbatim record of the proceedings is made, which
record includes the testimony and evidence upon which the appeal is to
be based.
Teresa M. Soroka, MMC, City Clerk
4/20 12- 3- 183/1871469M