HomeMy WebLinkAbout11.18.24 CC Meeting Paperless Packet1
City of Carmel
CARMEL COMMON COUNCIL
MEETING AGENDA
MONDAY, NOVEMBER 18, 2024 – 6:00 P.M. COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE
1.CALL TO ORDER
2.AGENDA APPROVAL
3.INVOCATION
4.PLEDGE OF ALLEGIANCE
5.RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS
a.Swearing-In of New Carmel Police Officer – Travis Brady
6.RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL
7.COUNCIL AND MAYORAL COMMENTS/OBSERVATIONS
8.CONSENT AGENDA
a. Approval of Minutes
1.October 21, 2024 Regular Meeting2. October 30, 2024 Special Meeting
b.Claims
1. Payroll - $3,875,334.062.General Claims – $3,617,796.40
3.Retirement – $110,705.10 (October) and $110,705.10 (November)
4.Wire Transfers – $4,932,915.52
9.ACTION ON MAYORAL VETOES
10.COMMITTEE REPORTS
a.Finance, Utilities and Rules Committeeb.Land Use and Special Studies Committeec.All reports designated by the Chair to qualify for placement under this category.
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11.OTHER REPORTS – (at the first meeting of the month specified below):
a.Carmel Redevelopment Commission (Monthly)
b.Carmel Historic Preservation Commission (Quarterly – January, April, July, October)c.Audit Committee (Bi-annual – May, October)d. Redevelopment Authority (Bi-annual – April, October)e.Economic Development Commission (Bi-annual – February, August)f.Library Board (Annual – February)
g. Ethics Board (Annual – February)h.Parks Department (Quarterly – February, May, August, November)i. Climate Action Advisory Committee (Quarterly – March, June, September, December)j.All reports designated by the Chair to qualify for placement under this category.
12.OLD BUSINESS
a.Fifth Reading of Ordinance D-2726-24; An Ordinance of the Common Council of the City
of Carmel, Indiana, Approving and Adopting a Third Amendment to Interlocal Agreement;Sponsor(s): Councilor(s) Snyder and Taylor. Remains in the Land Use and Special StudiesCommittee.
Synopsis:Third Amendment to Interlocal Cooperation Agreement.
b.Third Reading of Ordinance D-2740-24; An Ordinance of the Common Council of the City
of Carmel, Indiana, Amending Chapter 2, Article 1, Sections 2-1, 2-3, 2-6, 2-10, 2-12, 2-13
and 2-14 of the Carmel City Code; Sponsor(s): Councilor(s) Green and Aasen. Remains inthe Finance, Utilities and Rules Committee.
Synopsis:
Ordinance clarifying purpose and duties of components of government.
c.Third Reading of Ordinance D-2741-24; An Ordinance of the Common Council of the Cityof Carmel, Indiana, Amending Chapter 2, Article 6, Sections 2-301, 2-302 and 2-303, of theCarmel City Code; Sponsor(s): Councilor(s) Green and Aasen. Remains in the Finance,
Utilities and Rules Committee.
Synopsis:Ordinance amending budget procedures of the City of Carmel.
d.Petition for Alley/Street Vacation or Order to Remove Obstructions; 40 East Main Street,
Carmel, IN 46032; Carmel Library Associates, LLC, Property Owner. Remains in Land Useand Special Studies Committee.
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13. PUBLIC HEARINGS a. Resolution CC-11-18-24-06; A Confirmatory Resolution Designating an Economic
Revitalization Area and Approving Tax Abatement for Qualifying Certain Personal Property
– Alliance for Cooperative Energy Services Power Marketing, LLC; Sponsor(s): Councilor(s) Joshi and Worrell. Synopsis:
A resolution confirming the designation of the real property located at 4140 W 99th Street,
Carmel, Indiana as an economic revitalization area and granting a partial abatement of
property taxes attributable to certain eligible equipment installed therein.
14. NEW BUSINESS a. First Reading of Ordinance D-2747-24; An Ordinance of the Common Council of the City
of Carmel, Indiana, Establishing Lake City Bank as the Financial Institution for Public Monies of the City; Sponsor(s): Councilor(s) Green and Taylor. Synopsis: Ordinance establishes Lake City Bank as the financial institution for the City of Carmel
depository of public monies. b. Resolution CC-11-18-24-01; A Resolution of the Common Council of the City of Carmel, Indiana, Approving a Transfer of Funds within the General Administration Department Budget (Fund #1205); Sponsor(s): Councilor(s) Green and Taylor.
Synopsis: Transfers $182,000.00 within the 2024 General Administration Department budget. c. Resolution CC-11-18-24-03; A Resolution of the Common Council of the City of Carmel,
Indiana, to Limit the Rate for Taxes Payable in 2024 and Certain Past Years and Authorize Necessary Temporary Borrowing Among City Funds; Sponsor: Councilor Taylor. Synopsis: A resolution authorizing appeal to the Department of Local Government Finance for
permission to increase the City’s 2025 ad valorum property tax levy in excess of the normal maximum allowable amount. d. Resolution CC-11-18-24-04; A Resolution of the Common Council of the City of Carmel, Indiana, Approving a Transfer of Funds within the Common Council Budget (#1401);
Sponsor(s): Councilor(s) Aasen, Taylor, Green, Snyder and Minnaar. Synopsis: Transfers $109,400.00 within the 2024 Common Council budget.
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e. Resolution CC-11-18-24-05; A Resolution of the Common Council of the City of Carmel, Indiana, Creating an Affiliate Review Committee; Sponsor: Councilor Worrell.
Synopsis:
This Resolution authorizes the creation of a joint committee of the executive and legislative
branches to evaluate the purpose, governance and tax structure and related fiscal and risk
aspects of all nonprofit corporations and community development corporations that are
affiliates of the City of Carmel.
15. AGENDA ADD-ON ITEMS
16. OTHER BUSINESS
a. Approval of 2025 Common Council Meeting Calendar and Deadlines 17. ANNOUNCEMENTS
18. ADJOURNMENT
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City of Carmel 2
3 CARMEL COMMON COUNCIL 4
MEETING MINUTES 5
MONDAY, OCTOBER 21, 2024 – 6:00 P.M. 6
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE 7 8
MEETING CALLED TO ORDER 9 10
Council President Anthony Green, Council Members: Jeff Worrell, Ryan Locke, Rich Taylor, Adam Aasen, 11 Teresa Ayers, Matthew Snyder, Anita Joshi, Shannon Minnaar, and Deputy Clerk Jessica Komp were 12 present. 13 14 Council President Green called the meeting to order at 6:00 p.m. 15
16 AGENDA APPROVAL 17 18 The agenda was approved unanimously. 19 20 INVOCATION 21 22 J.R. Sandadi of Hindu Swayamsevak Sangh delivered the invocation. 23
24 RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS 25 26 Major Shane Collins of the Carmel Police Department introduced two new officers, Officer Mitchell Sobek 27
and Officer Joshua Norman. Officers Sobek and Norman were sworn in by Mayor Sue Finkam. 28
29 Councilor Shannon Minnaar introduced Sky Simpson, a multi–Special Olympic Medalist, who has qualified 30 for the IPF Power Lifting World Open Equipped Championship in Iceland, on November 11th -16th. He will 31
compete with 300 athletes from around the world, with 20 Special Olympians being represented. Sky’s 32
coaches and teachers describe him as compassionate, caring, always willing to help others, and as “The face 33 of inclusion” of Carmel Clay Schools. 34 35 RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL 36
37 There were none. 38 39 COUNCIL AND MAYORAL COMMENTS/OBSERVATIONS 40
41 Councilor Joshi announced that Carmel’s first Diwali Festival will be held on Saturday, October 26th, from 5 42 – 8 p.m. in Midtown Plaza. This event is free and everyone in the community is invited to attend. 43 44 Council President Green spoke to Council about the move towards greater transparency, and how the 45
Legislative branch and the Executive branch are working together as co-equal branches of government. The 46
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democratic process of discussion, debate, and sometimes confrontation, are all necessary to work towards a 47 consensus in the decision-making process. To this end, the Common Council had an independent study of 48 the City’s debt performed, by a subjective third party. The Mayor made sure that the books were completely 49 open, so that the study could be conducted thoroughly and correctly. This is a great example of co-equal 50
branches of government working in cooperation. The results of the study were openly shared with the public, 51
unredacted, with nothing hidden. The findings of the study were that the City is in a great financial position, 52 with a great amount of debt capacity. Although that capacity is not unlimited. Through what was learned, 53 Councilor Taylor worked with the Mayor’s CFO, Zach Jackson, to consolidate the debt, freeing up general 54 funds, which could be better used than paying off prior debt obligations. We also learned that we had the 55
capacity to do a $110 million bond to be used for needed infrastructure projects. Councilor Snyder worked 56
together with Chief Infrastructure Officer, Jeremy Kashman, to outline these projects. This is another 57 example of the two branches of government working collaboratively to see that the needs of the City are met. 58 59 At the beginning of this year, Council President Green reached out to request that the Hotel Carmichael give 60
a full report to the new Council, and Mayor Finkam made it happen. We learned that the hotel had some 61
rough years, especially through the pandemic, but that now the hotel is doing incredibly well, exceeding all 62 expectations of profit. Another item to address is the budget. For years, our revenues greatly exceeded our 63 expenses. This allowed us to give more discretion to our department heads or third parties (such as the 64 Christkindlmrkt) on spending. Now, expenses are growing at a rate greater than that of revenue. We are not 65
in immediate danger, but now is the time to get a hold on our expenses, with more oversight. 66
67 President Green then addressed the Christkindlmrkt, and the different concerns that were expressed by 68 citizens at the October 7th Common Council meeting, particularly in terms of communication between the 69 Mayor’s Office and the Market CEO & Board, or lack thereof. President Green shared that the Mayor’s 70
Office reports that there were five separate requests to the Market to provide financial information between 71
May 28th and July 10th. Additionally, he shared that he had consulted with the Council’s outside Counsel on 72 the governing structure of the Christkindlmrkt. It is that Counsel’s opinion that the Mayor is the sole 73 appointing authority for the Christkindlmrkt, and she is absolutely within her legal rights to appoint or 74 remove any board member at any time for any reason. Lastly, some residents were calling for an 75
investigation. President Green does not personally feel that this would be warranted, based on the facts of the 76
situation. But if a quorum of Councilors wish to launch an investigation, they will have to make that known 77 during the “Other Business” portion of this meeting. 78 79 Mayor Finkam then spoke, thanking Council President Green for his comments. She stated that she wished 80
to clarify that the Christkindlmrkt Chair did give her information, but it was not everything that had been 81
asked for, and the remaining information has still not been received. The Mayor also thanked the Council for 82 all the work they have done on the City’s budget. 83 84 CONSENT AGENDA 85 86 Councilor Minnaar moved to approve the consent agenda. Councilor Aasen seconded. There was no 87 discussion. Council President Green called for the vote. The consent agenda was approved 9-0. 88
89 a. Approval of Minutes 90 91 1. October 7, 2024 Regular Meeting 92
93 b. Claims 94 95 1. Payroll - $3,740,674.35 96
2. General Claims – $2,464,871.92 97
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3. Retirement – $110,705.10 98 4. Wire Transfers - $2,268,740.07 99 100 ACTION ON MAYORAL VETOES 101 102 There were none. 103 104 COMMITTEE REPORTS 105 106 Councilor Worrell reported that the Finance, Utilities and Rules Committee met on Monday, October 14th to 107 discuss Resolution CC 10-07-24-04. Later that day, the committee reconvened to discuss the other ten items 108
on the agenda, which will be addressed as they come up during this meeting. 109 110 Councilor Snyder reported that the Land Use and Special Studies Committee is still discussing the UDO and 111 the Parks’ Interlocal Agreement. The committee will not be meeting this Wednesday, October 23rd. The next 112 meeting will be the regularly scheduled date of November 20th. 113
114 OTHER REPORTS – (at the first meeting of the month specified below): 115 116 There were none. 117
118 OLD BUSINESS 119 120 Council President Green announced the fourth reading of Ordinance D-2726-24; An Ordinance of the 121 Common Council of the City of Carmel, Indiana, Approving and Adopting a Third Amendment to Interlocal 122 Agreement; Sponsor(s): Councilor(s) Snyder and Taylor. This items remains in the Land Use and Special 123 Studies Committee. 124
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Council President Green announced Resolution CC-10-07-24-04; A Preliminary Resolution Designating an 126 Economic Revitalization Area and Qualifying Certain Personal Property for Tax Abatement – The Alliance 127 for Cooperative Energy Services Power Marketing, LLC; Sponsor(s): Councilor(s) Joshi and Worrell. This 128 resolution had been sent to the Finance, Utilities and Rules Committee. Councilor Worrell shared that the 129
Finance Committee returns this item with a favorable recommendation, as they feel it makes sense for this 130
property. Director of Economic Development, Nick Weber, then explained how the process works to grant a 131 new tax abatement. If this preliminary resolution is passed tonight, there will then be a public notice in the 132 newspaper, and the taxing entities will also be notified of a public hearing at the next Council meeting, 133 where an additional resolution will be presented to approve the tax abatement. Councilor Aasen moved to 134
approve the resolution. Councilor Taylor seconded the motion. There was no discussion. Council President 135
Green called for the vote. Resolution CC-10-07-24-04 approved 7-2. (Councilors Locke and Snyder 136 opposed.) 137 138 Council President Green announced the second reading of Ordinance D-2744-24; An Ordinance of the 139
Common Council of the City of Carmel, Indiana, Authorizing the Issuance of General Obligation Bonds for 140
the Purpose of Providing Funds to Refinance Certain Capital Equipment Leases and Incidental Expenses in 141 Connection Therewith and on Account of the Issuance and Sale of the 2024 Bonds and Appropriating the 142 Proceeds Derived from the Sale of Such Bonds; Sponsor: Councilor Taylor. Councilor Worrell stated that 143 after meeting with Bond Counsel and municipal advisors, and getting all questions answered, this item 144
returns from the Finance, Utilities and Rules Committee with a positive recommendation. However, a public 145
hearing is required for this ordinance, which will happen on October 30th, due to the public notice for said 146 hearing not being published in time for today’s meeting. This item was then held over for a public hearing. 147 148
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Council President Green announced the second reading of Ordinance D-2737-24; An Ordinance of the 149 Common Council of the City of Carmel, Indiana, Creating the Carmel Surtax Fund and Imposing a Motor 150 Vehicle License Excise Surtax; Sponsor(s): Councilor(s) Green and Aasen. Returns from the Finance, 151 Utilities and Rules Committee. Councilor Worrell stated that both this ordinance and the next on the agenda 152
(the Wheel Tax ordinance) are returning from the Finance, Utilities and Rules Committee with a positive 153
recommendation. Although no one likes or wants to impose these taxes, the information that we have 154 received from the Indiana Legislature, via Mayor Finkam, advises us that this is something we need to do. 155 Councilor Aasen moved to approve. Councilor Minnaar seconded. There was no discussion. Council 156 President Green called for the vote. Ordinance D-2737-24 approved 7-2. (Councilors Taylor and Ayers 157
opposed.) 158
159 Council President Green announced the second reading of Ordinance D-2738-24; An Ordinance of the 160 Common Council of the City of Carmel, Indiana, Creating the Carmel Wheel Tax Fund and Imposing a 161 Municipal Wheel Tax, Sponsor(s): Councilor(s) Green and Aasen. Councilor Worrell again stated that this 162
returns from the Finance, Utilities and Rules Committee with a positive recommendation. Councilor Aasen 163
moved to approve. Councilor Minnaar seconded. There was no discussion. Council President Green called 164 for the vote. Ordinance D-2738-24 approved 7-2. (Councilors Taylor and Ayers opposed.) 165 166 Council President Green announced the second reading of Ordinance D-2732-24; An Ordinance of the 167
Common Council of Carmel, Indiana, Establishing the Appropriations for the 2025 Budget; Sponsor(s): 168
Councilor(s) Green and Aasen. Council President Green pulled this item out of the Budget Committee, to 169 which it had previously been sent. President Green asked City CFO Zak Jackson to explain the changes that 170 have been made to this ordinance since its introduction on October 7th. Mr. Jackson showed that through the 171 process of refining the budget, the total has decreased by around $1.8 million, from $234,766,605.00 to 172
$232,976,712.59. Changes include the removal of new positions in the Marketing Department and the 173
Intergovernmental Affairs position, reduction of rebranding expenses, reduction of small maintenance 174 projects, and more. The total General Fund revenues for next year are $147 million. Our original budget 175 appropriated $146 million, and these new reductions will further decrease it by around $1.7 million. 176 Councilor Snyder then expressed his appreciation for everyone involved in working through the budget 177
process. He stated that the budget that has been reached is extremely different than the one that was initially 178
presented. He stated that Henry Mestetsky, Director of Redevelopment, is excellent at his job, and that 179 Carmel needs him. He stated that he disagrees entirely with the position that Carmel needs a rebranding, as 180 Carmel is a thriving city, and not a brand that is failing. He appreciated the Mayor’s professionalism 181 throughout this process, as well. Councilor Taylor then moved to amend the budget to this version presented 182
by Zac Jackson. Councilor Worrell seconded the motion. There was no discussion. Council President Green 183
called for the vote. Motion to Amend Ordinance D-2732-24 approved 9-0. 184 185 Council President Green then asked for comments regarding any line items that the Council wished to 186 address. Councilor Snyder stated that he would like to amend the Police Budget’s line item for clothing 187
allowance. Since new officers are not eligible for the clothing stipend during their first year, $12,000.00 188
could be deducted from this account without affecting the current officers’ clothing stipend. Councilor 189 Snyder moved to reduce the Clothing Allowance line item from $241,500.00 to $229,500.00. Councilor 190 Locke seconded the motion. There was no discussion. Council President Green called for the vote. Motion 191 approved 9-0. 192
193 Councilor Worrell stated that he would like to amend the Board of Public Works’ stipend to be more in line 194 with that of the Plan Commission, which is $125.00 per meeting. This would change the Part-Time line item 195 from $24,0000.00 to $9,000.00. It would also remove the FICA line item of $1,500.00 and remove the 196 Medicare line item of $350.00. Councilor Worrell moved to make these reductions. Councilor Snyder 197
seconded. There was no further discussion. Council President Green called for the vote. Motion approved 9-198
0. 199
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Councilor Snyder stated that he would like to reduce the Economic Development Department’s line item for 200 Stationery from $2,750.00 to $1,750.00, as this line items shows a 1,275% budget increase. Councilor Locke 201 seconded the motion. Zac Jackson stated that this department did not exist last year, so the only prior budget 202 to compare it to would be a partial budget that was approved this Spring. There was no further discussion. 203
Council President Green called for the vote. Motion approved 7-2. (Councilors Green and Joshi opposed.) 204
205 Councilor Snyder asked Mr. Jackson to identify what the $30,000.00 of Miscellaneous Supplies in the 206 Economic Development budget are for. Nick Weber told Council that those funds are for the Carmel Bounce 207 Back program (also known as “Make My Move”), which incentivizes former Carmel residents to move back 208
to Carmel. Councilor Snyder also asked about the $155,000.00 in the department’s budget for Consulting 209
Fees. Mr. Weber explained that these funds would pay for Data Generation and Analysis of the value that 210 developers get when choosing Carmel. Having this information puts us in a better negotiating position. 211 Councilor Taylor stated that he is highly supportive of this expenditure. 212 213
Councilor Snyder moved that the Other Professional Fees line item in the Economic Development Budget be 214
reduced from $40,000.00 to $20,000.00. Mr. Weber explained that this $40,000.00 is the other part to the 215 Carmel Bounce Back program. Councilor Locke explained that this budget might look like it’s grown, but it 216 hasn’t grown at the same rate that Carmel has grown. From a fiscal perspective, we have less resources for 217 the assessed value of the property in our city, because of the growth of our city based on the state tax cap. 218
That puts us in a position that we have to make sure that the money we’re spending helps us reach that level 219
of service that our constituents and our city need to support that increased value, which is why we’ve been a 220 little more strategic in our removal of items from the budget this year, so as to ensure that that growth is 221 sustained in a way that we don’t increase too much moving forward. We are not cutting just to cut, but we 222 don’t want to appropriate money to programs before we know if they are worthwhile. In terms of the Make 223
My Move program, Councilor Locke stated that he is not sure whether or not this endeavor makes sense, 224
when we already have more people moving to Carmel than we have the housing supply to accommodate. 225 Councilor Taylor explained that the chart of accounts does not perfectly describe what that budgeted amount 226 pertains to. That’s why we are asking these questions, because the account being called “Other Professional 227 Fees” does not automatically let us know that it holds funds for the Make My Move program. Councilor 228
Aasen stated that he agrees with Councilor Locke regarding this program, and questions why we need to 229
entice or incentivize people to move to our city, when we don’t have enough housing. He stated he would 230 like to learn more about the program before diving headfirst into it. Councilor Joshi stated that these 231 questions are so important because we need to know exactly what we are voting on, to best represent our 232 citizens and let them know what they are getting from their budget. Councilor Snyder stated that based on 233
this discussion, he is withdrawing his motion, and instead moving that we zero out the “Other Professional 234
Fee” line item. Councilor Worrell seconded the motion. President Green asked if there was any further 235 discussion. Councilor Worrell stated that he some of these programs feel a little “P.R.-ish”, and that he'd 236 rather see us pay attention to the companies that are already in Carmel. We can give abatements to new 237 businesses, but what are we doing for those that are already here, invested in our community and paying their 238
taxes? That is the highest priority to him. There was no further discussion. President Green called for the 239
vote. Motion approved 8-1. (Councilor Taylor opposed.) 240 241 Councilor Locke then moved that we go back to that $30,000.00 in the Economic Development line item for 242 Miscellaneous Supplies, related to the Make My Move program, and remove it. Zac Jackson stated that he 243
had already removed that $30,000.00, but he may have mistakenly taken it out of CRC Grants instead. 244 Councilor Locke amended his motion to move the $30,000.00 from Miscellaneous Supplies to CRC Grants, 245 which shouldn’t have been reduced. Councilor Joshi seconded. Zac Jackson stated that the removal of this 246 $30,000.00 from Miscellaneous Supplies would take away the entire $70,000.00 for the Make My Move 247 program. There was no further discussion. Council President Green called for the vote. Motion approved 8-1. 248
(Taylor opposed.) 249
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Councilor Snyder asked Bradley Pease, City Engineer, about the Other Miscellaneous line item in the 251 Engineering Department budget. Mr. Pease did not have the specifics available for that line. Jeremy 252 Kashman, Chief Infrastructure Officer, stated that this item is utilized for other traffic equipment, such as 253 traffic counting signs, levels, hardhats. 254
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Councilor Locke then asked about the $80,000.00 of Other Professional Services in the Marketing and 256 Communications (MAC) budget. Mayor Finkam responded that this line item was reduced to two-thirds of 257 the previous amount. There were previously three consultants, now that contract has been reduced to just one 258 PR consultant. 259
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Councilor Worrell asked about paying for outside videographer services, and where that would be found in 261 the MAC budget. Mayor Finkam responded that she does not believe we have funds for that in 2025, and that 262 we have our own videographer now. 263 264
Councilor Snyder asked about the MAC budget line item of $276,000.00 for City Promotional Advertising. 265
Zac Jackson responded that this item was reduced by $100,000.00. He then detailed what this line item was 266 comprised of, including funds for Pedcor, which puts on Oktoberfest. Kelly Douglas explained how Pedcor 267 uses these funds to put on events such as Oktoberfest or Sip ‘n Shop, which drives business to City Center. 268 Councilor Snyder then asked about MAC’s 617% increase in Promotional Printing. Ms. Douglas responded 269
that this is due to items being correctly appropriated to the correct buckets. These funds are for print 270
advertising for anything in The Current, Indy Star, Carmel City Lifestyle, etc. These are expenditures we 271 have had in past budgets, but they are now more correctly categorized. 272 273 Councilor Aasen asked about City Website Fees of $125,000.00. Ms. Douglas stated that this is for website 274
redesign as well as hosting fees. Councilor Aasen asked if a redesign is prudent at this time, as we should get 275
through the rebrand first. Councilor Snyder stated that he could get behind a redesign of the website, because 276 he finds it very difficult to navigate. Councilor Minnaar asked about hosting fees and Ms. Douglas responded 277 that the cost depends on the functionality of the website. Councilor Joshi thanked Ms. Douglas for spelling 278 out the advertising dollars in the budget the way she did, as it made it much easier to understand. 279
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Councilor Locke asked about $334,160.00 in Special Projects and also if we could discuss the festivals/city 281 events piece further. Mayor Finkam stated that we will be doing a quarterly review going forward, so we can 282 analyze the festivals and events that took place, what was spent, what the success was or wasn’t, and what 283 we’ve learned. This will help us to be able to say to Council in the future, “This is what we want to do, and 284
this is what it will cost,” when we seek appropriations. Ms. Douglas detailed what the Special Projects line 285
item consists of, including numerous committees, advisory commissions, meeting room rentals, hospitality 286 items, and more. Councilor Locke also asked about line items for hardware and software, and how that 287 differs from communications equipment, video equipment, etc. Zac Jackson clarified that software used by 288 every employee in every department is built into the IT department’s budget. If it’s something that’s more 289
specific to a certain department, then that is built into that department’s budget. 290
291 Councilor Snyder asked about Building Repairs and Maintenance under Facilities Management, in the 292 amount of $600,000.00. Councilor Snyder proposed a cut of $393,550.00, as the amount of $600,000.00 293 would be a capital improvement, and could be better funded not out of the general fund. Mayor Finkam 294
asked if some of the needed repairs/improvements could be funded out of the bond we just approved. 295 Councilor Worrell asked if the renovations to City Hall that happened this year would affect next year’s 296 budget, and Mayor Finkam answered no. Councilor Taylor spoke about how all of this questioning points to 297 the need for a long-term capital asset management plan, which would outline the expected expenses each 298 year. Mr. Jackson responded that he did include $100,000.00 in the budget for the Finance department to do 299
a 20-year capital master plan. Councilor Taylor concurred that it would cost more than that, but suggested a 300
Performance Contracting Delivery method, which is what the Parks Department did, so that the vendors who 301
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respond to an RFI for this type of study could use it as a loss-lead to hopefully get the work later down the 302 road. Councilor Taylor said he would support this endeavor to create a master plan. With over 40 city 303 building to maintain, both Councilors Minnaar and Joshi confirmed their support for coming up with such a 304 plan. After all of this discussion, Councilor Snyder moved that we remove $400,000.00 from this line item, 305
leaving $200,000.00. We would rather spend funds on a study that will lay out a capital master plan for the 306
future. Councilor Worrell seconded the motion. There was no further discussion. Council President Green 307 called for the vote. Motion approved 9-0. 308 309 Councilor Locke spoke about how this has been a learning process for this Council, and how they have had 310
to be super creative in this process, because of our city’s incredible growth. Carmel is growing faster than 311
we are allowed to grow our revenue. So for every new piece of infrastructure we add, for every new citizen 312 that moves here, they receive a little less pro-rata distribution of the tax dollars that are collected, because 313 we’re not allowed to grow our revenue that fast. Councilor Minnaar also reiterated that this was a very 314 interesting learning process as a new Councilor. She thanked the department heads for their collaborative 315
work during this budgeting process. Councilor Snyder asked Zac Jackson to total up the General Fund at this 316
point. Dr. Joshi spoke about the importance of setting aside 1% for the arts, which are Carmel’s calling card. 317 Mr. Jackson responded that everything else apart from the Arts Support line item totals $142.45 million. 318 Councilor Joshi made a motion to amend the line item for Arts Support to $1.47 million. Councilor Minnaar 319 seconded the motion. Councilor Taylor stated that this is based on expected revenue, which is not 320
guaranteed. Councilor Aasen pointed out that this money isn’t spent until it’s appropriated. We can monitor 321
our revenue and adjust these expenses accordingly. We have an ordinance that states we can use up to 1% of 322 revenue for supporting the arts, but we don’t want to go over that and violate our own ordinance. There was 323 no further discussion. Council President Green called for the vote. Motion to amend Arts Support to $1.47 324 million approved 9-0. 325
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Council President Green then asked for a motion to approve the budget with all of the aforementioned 327 amendments. Councilor Snyder moved to approve the amended budget. Councilor Joshi seconded. There 328 was no further discussion. Council President Green called for the vote. Motion to approve Ordinance D-329 2732-24 as amended, approved 9-0. 330
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Council President Green announced the second reading of Ordinance D-2734-24; An Ordinance of the 332 Common Council of the City of Carmel, Indiana, Fixing Salaries of Appointed Officers and Employees of 333 the Carmel City Court for the Year 2025; Sponsor(s): Councilor(s) Snyder, Minnaar and Ayers. This 334 returned from the Finance, Utilities and Rules Committee with a favorable recommendation. Councilor 335
Worrell made a motion to approve the ordinance. Councilor Aasen seconded. There was no discussion. 336
Council President Green called for the vote. Ordinance D-2734-24 approved 9-0. 337 338 Council President Green announced the second reading of Ordinance D-2733-24; An Ordinance of the 339 Common Council of the City of Carmel, Indiana, Fixing Salaries of Appointed Deputies and Employees of 340
the Carmel City Clerk for the Year 2025; Sponsor(s): Councilor(s) Aasen, Ayers and Taylor. This returned 341
from the Finance, Utilities and Rules Committee with a favorable recommendation. Councilor Worrell 342 moved to approve. Councilor Aasen seconded. There was no discussion. Council President Green called for 343 the vote. Ordinance D-2733-24 approved 9-0. 344 345
Council President Green announced the second reading of Ordinance D-2735-24; An Ordinance of the 346 Common Council of the City of Carmel, Indiana, Fixing Salaries of Appointed Officers and Employees of 347 the City of Carmel, Indiana, for the Year 2025; Sponsor(s): Councilor(s) Green and Aasen. This item had 348 been in the Finance, Utilities and Rules Committee. Council President Green pulled it out of committee. 349 Based on Council feedback, Zac Jackson made changes to this ordinance. The Director of Communications 350
position that had been inadvertently removed was put back in. The Chief of Staff salary was reduced. The 351
Intergovernmental Affairs Liaison position was eliminated. There were corrections to the Master Patrol 352
8
Officer and the Master Firefighter positions. Councilor Worrell then asked Samantha Karn, Corporation 353 Counsel, about the BPW Appointees’ compensation, changing it from an annual amount of $8,785.00 to a 354 payment of $125.00 per meeting attended, including special meetings, such as training, which is the same as 355 Plan Commission. Councilor Snyder commented that he did not remember asking for the Chief of Staff 356
salary reduction, and he does not feel comfortable with that happening. Mayor Finkam thanked Councilor 357
Snyder for taking that position, because she, too, felt that the Chief of Staff salary should not be reduced. 358 Councilor Worrell then made a motion to amend version B of this ordinance to keep the Chief of Staff salary 359 where it was, and to change the BPW stipend to match the Plan Commission’s compensation. Councilor 360 Snyder seconded, and then commented that it may have been his comments that were misinterpreted, but he 361
never wanted this position’s salary to be reduced. There was no further discussion. Council President Green 362
called for the vote. Motion to Amend approved 9-0. Councilor Aasen moved to approve the ordinance as 363 amended. Councilor Minnaar seconded. Councilor Locke asked if Zac Jackson could verify if the intent is 364 for all employees to get a 3% raise. Mr. Jackson confirmed that intent and said that we are at the beginning 365 of doing a salary study, so this classification system of positions is going to get a complete overhaul. There 366
was no further discussion. Council President Green called for the vote. Ordinance D-2735-24 approved as 367
amended, 9-0. 368 369 Council President Green announced the second reading of Ordinance D-2736-24; An Ordinance of the 370 Common Council of the City of Carmel, Indiana, Fixing Salaries of Elected Officials of the City of Carmel, 371
Indiana, for the Year 2025; Sponsor(s): Councilor(s) Green and Aasen. This returns from the Finance, 372
Utilities and Rules Committee with a positive recommendation. Councilor Minnaar moved to approve the 373 ordinance. Councilor Aasen seconded. There was no discussion. Council President Green called for the vote. 374 Ordinance D-2736-24 approved 8-1. (Councilor Snyder opposed.) 375 376
Council President Green announced the second reading of Ordinance D-2739-24; An Ordinance of the 377
Common Council of the City of Carmel, Indiana, Amending Article 4, Sections 2-94, 2-106 and 2-150 and 378 Adding Sections 2-154 and 2-155 of the Carmel City Code; Sponsor(s): Councilor(s) Green and Aasen. This 379 item returned from the Finance, Utilities and Rules Committee with a positive recommendation. Councilor 380 Worrell stated that this ordinance creates the Surtax and Wheel Tax funds for the collected monies to be 381
moved to. Councilor Aasen moved to approve the ordinance. Councilor Minnaar seconded. There was no 382
discussion. Ordinance D-2739-24 approved 8-1. (Councilor Ayers opposed.) 383 384 Council President Green announced the second reading of Ordinance D-2740-24; An Ordinance of the 385 Common Council of the City of Carmel, Indiana, Amending Chapter 2, Article 1, Sections 2-1, 2-3, 2-6, 2-386
10, 2-12, 2-13 and 2-14 of the Carmel City Code; Sponsor(s): Councilor(s) Green and Aasen. This item 387
remains in the Finance, Utilities and Rules Committee. 388 389 Council President Green announced the second reading of Ordinance D-2741-24; An Ordinance of the 390 Common Council of the City of Carmel, Indiana, Amending Chapter 2, Article 6, Sections 2-301, 2-302 and 391
2-303, of the Carmel City Code; Sponsor(s): Councilor(s) Green and Aasen. This item remains in the 392
Finance, Utilities and Rules Committee. 393 394 395 PUBLIC HEARINGS 396
397 Council President Green announced the first reading of Ordinance D-2742-24; An Ordinance of the 398 Common Council of the City of Carmel, Indiana, Authorizing and Approving an Additional Appropriation of 399 Funds from the Operating Balance of the General Fund; Sponsor(s): Councilor(s) Green and Aasen. 400 Councilor Aasen moved to introduce the item into business. Councilor Snyder seconded. Councilor Aasen 401
presented the item to Council. Zac Jackson explained that the Department of Local Government Finance 402
(DLGF) took exception to the inclusion of the Supplemental LIT Distribution when Council adopted the 403
9
budget last year. DLGF cut this out of last year’s budget, so this ordinance restores the amount of the cuts 404 that were made last year. Councilor Worrell stated that the amount is $17,343,102.00. Council President 405 Green started the public hearing at 9:23 p.m. Seeing no one who wished to address the Council, President 406 Green closed the public hearing at 9:24 p.m. Councilor Taylor moved to suspend the rules and act on this 407
tonight. Councilor Aasen seconded. There was no discussion. Council President Green called for the vote. 408
Motion to Suspend the Rules approved 9-0. Councilor Taylor moved to approve the ordinance. Councilor 409 Aasen seconded. There was no discussion. Council President Green called for the vote. Ordinance D-2742-410 24 approved 9-0. 411 412
Council President Green announced the first reading of Ordinance D-2743-24; An Ordinance of the 413
Common Council of the City of Carmel, Indiana, Authorizing and Approving an Additional Appropriation of 414 Funds from the Opioid Settlement Fund (256) into the Subscription Software Line Item (4355600); 415 Sponsor(s): Councilor(s) Green and Aasen. Councilor Aasen moved to introduce the item into business. 416 Councilor Taylor seconded. Councilor Aasen presented the item to Council. Zac Jackson reminded the 417
Council that the city is getting two streams of funding pertaining to the Opioid Settlement dollars. One is the 418
restricted fund, which must be used for mental health or opioid treatment type services. The other stream is 419 unrestricted, which can be used for anything. We would like to appropriate those funds for Flock safety 420 cameras for the city. Council President Green opened the public hearing at 9:26 p.m. Seeing no one who 421 wished to speak, he closed the public hearing at 9:27 p.m. Councilor Snyder moved to suspend the rules and 422
act on this tonight. Councilor Aasen seconded. There was no discussion. Council President Green called for 423
the vote. Motion to Suspend the Rules approved 9-0. Councilor Snyder moved to approve the ordinance. 424 Councilor Aasen seconded. There was no discussion. Council President Green called for the vote. 425 Ordinance D-2743-24 approved 9-0. 426 427
Council President Green announced the last Public Hearing item on the agenda, the Petition for Alley/Street 428 Vacation or Order to Remove Obstructions; 40 East Main Street, Carmel, IN 46032; Carmel Library 429 Associates, LLC, Property Owner. Councilor Snyder moved to introduce the item into business. Councilor 430 Aasen seconded. Christine Altman, of Carmel Library Associates, spoke. Carmel Library Associates owns 431 the property in question located at 40 East Main Street. Ms. Altman stated that this petition is to remedy an 432
obstruction which is prohibiting her tenant, Woody’s restaurant, from removing their trash from the alley 433
behind the building. When Lot One was developed, the owner inserted a railing, which is the obstruction. 434 The alley is unplatted, which means the owner is undetermined. This was for the benefit for the abutting 435 properties. Ms. Altman has asked the developer under what authority did they place the obstruction? The 436 developer made a variance request in April of 2024 of the BPW, and Ms. Altman’s stance is that the BPW 437
does not have the authority to allow obstructions by state statute. Her other position is that this is not a right 438
of way. It is solely for the use and convenience of the adjoining owners. Ms. Altman is going to file an 439 amended petition, because during the process of filing this petition, Lot One Partners transferred ownership 440 of their property to the Homeowner’s Association. To make sure that the proper authorities were sufficiently 441 notified, Ms. Altman will send an amended petition to the HOA of the property. She requests that the 442
Council keep this public hearing open, until an ordinance is submitted, so that she can assure proper notice 443
was given. Jeremy Kashman stated that the plan is to bring the letter to the next Board of Public Works 444 meeting, asking for the obstruction to be moved. Mr. Kashman stated that then we could blend the sidewalk 445 surface with the alleyway surface, and then everything would be ADA compliant. He also stated that the 446 removal of an obstruction is a Board of Public Works item, an alleyway vacation is a Council item. 447
Councilor Aasen asked how this situation came to be. Ms. Altman stated that she had absolutely no 448 communication on this project at all. She believes communication from the developer may have been made 449 with her tenant, but the communication did not get passed to her. She only learned of the obstruction when 450 she saw in the newspaper that variances would be allowed or disallowed, well after they were already in 451 place. Councilor Aasen stated that this speaks to a bigger conversation about making sure that when we do 452
future CRC projects, we do not negatively impact the surrounding buildings and businesses. Councilor 453
Worrell asked who would pay for the removal of the obstruction. Ms. Altman stated that is the Developer’s 454
10
responsibility. This item was then sent to the Land Use and Special Studies Committee. This will stay on the 455 agenda, and we will find out if it is taken care of by the Board of Public Works. 456 457 NEW BUSINESS 458
459
Council President Green announced Resolution CC-10-21-24-01; A Resolution of the Common Council of 460 the City of Carmel, Indiana, to Limit the Rate for Taxes Payable in 2025 and Authorize Necessary 461 Temporary Borrowing Among City Funds; Sponsor(s): Councilor(s) Green and Aasen. Councilor Aasen 462 moved to introduce. Councilor Snyder seconded. Councilor Aasen presented the item to Council. Zac 463
Jackson explained that this is a standard procedure that we go through every year, submitting this type of 464
resolution to the DLGF describing where the property tax rate will fall and where those dollars will be 465 allocated. Councilor Aasen made a motion to approve the resolution. Councilor Snyder seconded. There was 466 no discussion. Council President Green called for the vote. Resolution CC-10-21-24-01 approved 9-0. 467 468
AGENDA ADD-ON ITEMS 469
There were none. 470
OTHER BUSINESS 471 Councilor Worrell asked what the Councilors should do if there are still questions from constituents 472 regarding the Christkindlmrkt and who owns it/controls it. Councilor Taylor stated that according to the IRS 473
form, this is a parent-subsidiary relationship between the Type I organization and the supporting organization 474
that formed it. Councilor Worrell also asked the Mayor if she has all of the financial information that she is 475 looking for. Mayor Finkam stated that they are comprising a list of things that they still need to accurately 476 determine the financial health of the market. They are asking for reimbursement of the four contracts that 477 were taken out. Councilor Aasen stated that he appreciates all of the information that’s been presented, and 478
with such a willing cooperation going forward, there’s not a need to discuss an investigation at this time. But 479
there still are a lot of questions that the Councilors are being asked by their constituents, and he would like to 480 have a public discussion of those issues. Councilor Locke stated that he’s not certain that he understands the 481 relationship between the city and the non-profit, and he wants to make sure that the non-profit is protected 482 the correct way, from a legal standpoint. Councilor Snyder asked who the current Council Liaison to the 483
Christkindlmrkt Board is. It was Councilor Worrell last year, but we do not have one now. Councilor Taylor 484
stated that legally, it is very clear who owns the Market, and who controls it. In his mind, that issue is settled. 485 Where he thinks some people have an issue is with the manner in which the Mayor replaced the Board. We 486 can investigate that all day long, but at the end of the day, it is 100% in the Mayor’s purview to handle that 487 the way she wants. He then asked the Council if they still feel there are actual legal questions to be answered. 488
Councilor Aasen stated that he doesn’t feel that this late hour at the end of a long meeting is the time to 489
decide this matter. A lot of people really care about the Market and have asked questions, but maybe we 490 should wait until after this year’s Market. Councilor Locke stated that a third-party attorney that understands 491 non-profit law could help us ensure that we are doing things in such a way as to not run afoul of the 492 protections that the organization needs, and to not bring unintended liability onto the city, or anyone 493
affiliated with the Market. Councilor Worrell stated that the CKM Board continues to retain Ice Miller as 494
counsel, and Ice Miller had a problem with the city owning the Market. He asked the Mayor and Ms. Karn if 495 they had any knowledge of the problem Ice Miller had with the ownership. Ms. Karn stated that this concern 496 has been resolved, with the Board signing the document regarding said concerns as a binding agreement. 497 Councilor Worrell asked if that document could be shared with the Council. Councilor Aasen told Councilor 498
Locke that an outside counsel could be hired if we were doing an investigation. Councilor Locke responded 499
that he is not recommending that. 500 501 ANNOUNCEMENTS 502 503
Councilor Snyder reminded everyone of the Diwali Festival this Saturday, October 26th. 504
11
505 506 ADJOURNMENT 507 508
Council President Green adjourned the meeting at 10:14 p.m. 509
510 Respectfully Submitted, 511 512 _______________________________ 513
Jacob Quinn, Clerk 514
515 516 Approved, 517 518
519 ATTEST: _______________________________ 520 Anthony Green, Council President 521 522 _______________________________ 523
Jacob Quinn, Clerk 524 525
1
City of Carmel 1
COMMON COUNCIL 2
SPECIAL MEETING MINUTES 3
WEDNESDAY, OCTOBER 30, 2024 – 8:00 A.M. 4
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE 5
6 MEETING CALLED TO ORDER 7 8 Council President Tony Green, Councilors Jeff Worrell, Rich Taylor, Teresa Ayers, Matthew Snyder, 9
Anita Joshi, Shannon Minnaar and Deputy Clerk Jessica Komp were present. Councilors Adam Aasen 10
and Ryan Locke were not present. 11 12 Council President Green called the meeting to order at 8:00 a.m. 13 14
CLAIMS 15 16 Councilor Taylor moved to approve claims. Councilor Minnaar seconded. There was no Council 17 discussion. Council President Green called for the vote. Claims were approved 7-0. 18 19
1. Payroll - $3,731,104.11 20
2. General Claims - $3,486,750.45 21
22 PUBLIC HEARINGS 23 24
Council President Green announced the third reading of Ordinance D-2744-24; An Ordinance of the 25
Common Council of the City of Carmel, Indiana, Authorizing the Issuance of General Obligation 26 Bonds for the Purpose of Providing Funds to Refinance Certain Capital Equipment Leases and 27 Incidental Expenses in Connection Therewith and on Account of the Issuance and Sale of the 2024 28 Bonds and Appropriating the Proceeds Derived from the Sale of Such Bonds; Sponsor: Councilor 29
Taylor. 30
31 This was held for a public hearing until adequate notice had been given to the public, as a publication 32 date for public notice had been missed. Dustin Meeks of Barnes & Thornburg explained that this bond 33 ordinance includes additional appropriations of the bond proceeds, which necessitates the public 34 hearing. Councilor Snyder asked if the existing capital leases that are being refinanced have already 35
been completely spent. Zac Jackson, Chief Financial Officer, responded that there is a small amount 36 left, maybe around $250,000.00. That will be used for the originally contemplated projects. Council 37 President Green opened the public hearing at 8:05 a.m. Seeing no one who wished to address the 38 Council, President Green closed the public hearing at 8:06 a.m. Councilor Snyder moved to approve 39 the ordinance. Councilor Joshi seconded. There was no discussion. Council President Green called for 40
the vote. Ordinance D-2744-24 approved 7-0. 41 42 43 44
2
45
ADJOURNMENT 46 47 Council President Green adjourned the meeting at 8:06 a.m. 48 49 Respectfully submitted, 50
51
52 ____________________________________ 53 Jacob Quinn, Clerk 54 55
Approved, 56
57 58 ____________________________________ 59 Anthony Green, Council President 60
ATTEST: 61
62 63 __________________________________ 64 Jacob Quinn, Clerk 65
66
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 1
CITY COUNCIL NOVEMBER 2024 REPORT REPORTING ON SEPTEMBER 2024 FINANCES OCTOBER 2024 ACTIVITIES
STRATEGIC HIGHLIGHTS
• Construction progressing on the following projects: o First on Main
o Magnolia
o The Wren o The Windsor o Republic Airways (Hamilton Crossing)
o Proscenium II
o North End o The LOR/1933 Lounge Project
o Lexington & Main Roundabout Art
o AT&T Site
FINANCIAL SNAPSHOT
September Beginning Balance $ 8,537,758
September Revenues $ 108,629
September Transfers $ 3,207
September Expenditures $ 72,534
September ending Balance Without Reserve Funds $ 8,577,060
Supplemental Reserve Fund $ 4,951,733
City Center Bond Reserve $ 444,551
Midtown Bond Reserve $ 923,652
Midtown West Bond Reserve $ 704,886
Urban Parks Fund $ 1,859,527
September Balance With Reserve Funds $ 17,461,409
FINANCIAL STATEMENT
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 2
Financial Statement
SEPTEMBER MONTH-END FINANCIAL BALANCE
Ending Balance without Restricted Funds $ 8,577,060
Ending Balance with Restricted Funds $ 17,461,409
SUMMARY OF CASH For the Month Ending September 2024
DESCRIPTION ACTUAL
MONTHLY
PROJECTION VARIANCE
Cash Balance 9/1/24
1101 Cash $ 5,563,373.28 $ 5,563,373.28 -
1110 TIF $ 2,974,384.57 $ 2,974,384.57 -
Total Cash $ 8,537,757.85 $ 8,537,757.85 -
Receipts
1101 Cash $ 108.628.80 $ 99,688.21 $ 8,940.59
1110 TIF $ - $ - $ -
Developer Payments $ - $ - $ -
Transfers to Reserves (TIF) $ - $ - $ -
Transfers to Reserves (non-TIF) $ 3,206.83 $ - $ 3,206.83
Transfer to SRF $ - $ - $ -
Total Receipts $ 111,835.63 $ 99,688.21 $ 12,147.42
Disbursements
1101 Cash $ 72,533.68 $ 104,085.18 $ 31,551.50
1110 TIF $ - $ - $ -
Total Disbursements $ 72,533.68 $ 104,085.18 $ 31,551.50
1101 Cash $ 5,602,675.23 $ 5,558,976.31 $ 43,698.92
1110 TIF $ 2,974,384.57 $ 2,974,384.57 $ -
Cash Balance 9/30/24 $ 8,577,059.80 $ 8,533,360.88 $ 43,698.92
Total Usable Funds $ 8,577,059.80 $ 8,533,360.88 $ 43,698.92
$0.00$2,000,000.00$4,000,000.00$6,000,000.00$8,000,000.00$10,000,000.00
SEPTEMBER
MONTH END BALANCE
Actual Budget Variance
FINANCIAL STATEMENT
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 3
FUND BALANCES AND OUTSTANDING RECEIVABLES As of month-end September 2024
RESTRICTED FUNDS
Supplemental Reserve Fund $ 4,951,733
City Center Bond Reserve $ 444,551
Midtown Bond Reserve $ 923,652
Midtown West Bond Reserve $ 704,886
Urban Parks Fund $ 1,859,527
Sub-total: $ 8,884,349 UNRESTRICTED FUNDS
TIF $ 2,974,385 Non TIF $ 5,602,675
Sub-total: $ 8,577,060
Total Funds $ 17,461,409
OUTSTANDING RECEIVABLES
N/A $ -
TOTAL OUTSTANDING RECEIVABLES $ -
STATEMENT OF CHANGES IN EQUITY
MONTH END: SEPTEMBER 2024
DESCRIPTION REVENUE EXPENSES
Total Receipts (TIF) $ -
Total Receipts (Non-TIF) $ 111,836
Expenditures (TIF) $ -
Expenditures (Non-TIF) $ 72,534
FINANCIAL UPDATE
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 4
Financial Update
TIF REVENUE AND DEBT Estimated 2024 TIF revenue and PIATT payments available for CRC use is $33,636,213.
$- $10,000,000 $20,000,000 $30,000,000 $40,000,000
20
1
8
20
1
9
20
2
0
20
2
1
20
2
2
20
2
3
TIF RevenueDebt Service
DEBT PAYMENTS
Month Payment
June 2024 $16,550,975
December 2024 $16,549,798
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 5
Project Updates
CITY CENTER Developer Partner: Pedcor Companies Allocation Area: City Center Use: Mixed-Use Project Summary: Mixed Use development, multiple buildings
Figure 1 City Center Master Plan, provided by Pedcor City Center Development Company
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 6
1) Project Status – (changes noted below.) CRC Contract Amounts: City Center Bond: $ 16,214,875.00 2016 TIF Bond: $ 2,598,314.00 (5th Floor of Park East garage) Site Construction Contract Amounts: $1,442,962 – Smock Fansler, contractor - Complete Veterans Way Extension Project Amounts: $3,403,000 – Hagerman, contractor – Complete Parcel 73 Site work: $149,600 – Smock Fansler, contractor
PROJECT USE PROJECT
DATES
DESIGN RENDERINGS PROVIDED BY PEDCOR
Veterans
Way Garage
A five-story parking structure with 735 parking spaces
Open to the public on 9/22/17
Completed in May 2017 Contract Amt. $13,954,683
Baldwin/ Chambers A four-story building, of approximately 64,000 square feet, which will include luxury apartments and commercial retail/ office space. Approx. 26 Apartments Hagerman is the contractor.
Completed in June 2018
Pedcor Office 5 A two-story building, of approximately 20,000 square feet, which will include office space.
Start: Fall 2015 Completed Q4 2017
Tenants have moved into the new building
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 7
Kent A three-story building, of approximately 111,000 square feet of luxury apartments. Site drawings were approved by the CRC Architectural Committee.
Start: Summer 2018 Complete: June 2021
Site Construction – Start: Spring 2018 Site Work Awarded – Spring 2018 Building Construction – Start: Summer 2018 Building Complete June 2021 - Pool and Site work is still under construction
Hamilton (Park East
commercial/residential buildings
Hamilton East: 5 ground floor residential two-story townhomes; 7,954 SF of ground floor commercial space Hamilton West: 13,992 SF of ground floor commercial space
Start: Summer 2018
Hamilton East - Construction commenced: Summer 2018, completed Summer 2019 Hamilton West – Construction commenced: Summer 2020, currently under construction
Playfair and
Holland
A five-story building, of approximately 178,000 square feet, which will include 112 luxury apartments and commercial retail/office space.
Start: September 2019 Complete: Spring 2022 Approx. 112 Apartments
Windsor A four-story building, of approximately 64,000 square feet. Start: Summer 2022 Complete: May/June 2024
October 2024
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 8
Wren A six-story building of approximately 157,000 square feet, which will include luxury apartments and commercial office/retail space.
Start: Summer 2020 Complete: June 2024
Currently under construction
Note: All completion dates indicated above are per the Completion Guaranties executed between the CRC and Pedcor. Should Pedcor miss these dates they are obligated to cover the debt obligations. 2) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
3) CRC Commitments An overview of commitments has been uploaded to the CRC website. Most significantly, the CRC committed to publicly bid a four-story parking garage with not less than 620 parking spaces which has been completed and is available for public use. The CRC also commits to coordinate any significant site plan changes requested by Pedcor with City Council.
October 2024
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 9
PROSCENIUM 1) Developer Partner(s): Novo Development Group 2) Economic Development Area: 126th Street 3) Project Summary: Mixed-use development, multiple buildings. 1) 197 Apartments; 22 for-sale condos 2) Approx. 140,000 SF of office and retail space 3) Approx. 450 parking spaces (public and private) Total project budget: $60,000,000 4) Anticipated Project Schedule Design Start 2016 Construction Start 2018 Construction Complete 2022 Tavern Construction Start Estimated Fall 2023 Tavern Construction Complete Estimated 5) Construction Milestones: Construction is complete. Construction of the Tavern estimated to begin fall 2023. 6) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
7) CRC Commitments No commitments by the CRC have been made. The City will be relocating and burying Duke Energy’s transmission line and completing road improvements adjacent to the development.
Rendering
September 2022
September 2022
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 10
CIVIC SQUARE GARAGE 1) CRC Design-Build Project 2)Economic Development Area: Carmel City Center/Carmel City Center Amendment 3)Project Summary: - 303-space parking garage - 255 spaces will be open to the public - 48 spaces are reserved for owner-occupied condos that will line the west and north sides of the garage (to be developed as part of a future CRC project) 4)Total project budget: $9,700,000 5)Anticipated Project Schedule Construction Start January 2022 Construction End Opened Summer 2022 6)Construction Milestones: Garage is now open for public use. 7)CRC Commitments The CRC will be involved with development and construction of the parking garage 8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
September 2022 Rendering
March 2023
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 11
FIRST ON MAIN 1)Developer Partner(s): Lauth Group, Inc. 2)Economic Development Area: Lot One 3)Project Summary: - 310-space public parking garage - Four-story, 73,000 SF Class-A office building with first floor restaurant space and a private rooftop terrace - 8 condominiums - 35 apartments - Community gathering plaza featuring the City’s Rotary Clock 4)Total project budget: $35,000,000 5)Anticipated Project Schedule Construction Start Fall 2021 Construction End Estimated November 2023 6)Construction Milestones: Construction is underway. 7)CRC Commitments CRC contributed the land for this development. Future commercial taxes from the project (TIF) are being used to fund infrastructure improvements that may include the garage, utility relocations, and roadway improvements. 8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
January 2024
Rendering
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 12
MAGNOLIA 1)Developer Partner(s): Old Town Companies 2)Economic Development Area: Magnolia 3)Project Summary: Multi-phase development that will include six condominium buildings with five units per building, for a total of 30 for-sale condos, and future multi-family residential on the corner of City Center Drive and Rangeline Road. 4)Total project budget: 5)Anticipated Project Schedule Construction Start April 2022 (Building 1) Construction End Estimated 2025 (Buildings 4-6) 6)Construction Milestones: Construction is underway. 7)CRC Commitments: CRC contributed the land for the development of this project. 8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
Rendering Rendering
Rendering
October 2024
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 13
HAMILTON CROSSING
1)Developer Partner(s): Kite Reality Group and Pure Development, Inc. 2)Economic Development Area: Amended 126th Street 3)Project Summary: New home of Republic Airways. 105,000 square-foot training facility with 20 classrooms, 94 workstations, two cabin trainers, and eight flight simulators. The hotel adjacent to the training center will be expanded to 274 rooms. 600 jobs brought/created with Republic alone. 4)Total project budget: $200,000,000 investment for Phase 1 and II 5)Anticipated Project Schedule Construction Start HQ/Corporate Housing: Winter 2021 (Complete) Garage: Winter 2022 Construction End HQ/Corporate Housing: Completed Garage: Estimated April 2024 6)Construction Milestones: Construction is underway. Training Center is open. 7)CRC Commitments Future commercial taxes from the project (TIF) are being used to fund infrastructure improvements that may include the garage, utility relocations, and roadway improvements. 8)Council and/or CRC Action Items
Rendering
Rendering
October 2024
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 14
PROSCENIUM II 1) Developer Partner(s): Novo Development Group 2) Economic Development Area: Amended 126th Street 3) Project Summary: Mixed-use development i. 120 parking spaces ii. 48 Apartments; 7 for-sale condos iii. Approx. 15,000 SF of office and retail space iv. Approx. Total project budget: $18,000,000 4) Anticipated Project Schedule Design Start 2021 Construction Start 2022 Construction Complete Estimated August 2024 5) Construction Milestones: Construction is underway. 6) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
7) CRC Commitments No commitments by the CRC have been made.
Rendering October 2024
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 15
AT&T SITE 1) Developer Partner(s): Buckingham Companies, Third Street Ventures, Pure Development, and Merchants Banks 2) Economic Development Area: 3rd Ave ATT 3) Project Summary: Mixed-use development i. 443 parking spaces ii. 244-unit multi-family building; 2 single family homes iii. Approx. 80,000 SF of corporate headquarters; 37,000 SF boutique headquarters iv. Approx. Total project budget: $133,000,000 4) Anticipated Project Schedule Design Start 2022 Construction Start 2024 Construction Complete December 2025 5) Construction Milestones: Construction is underway. 6) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
7) CRC Commitments No commitments by the CRC have been made.
Rendering October 2024
PROJECT UPDATES
November 7, 2024 CRC Report for November 18, 2024, City Council Meeting Page | 16
Respectfully submitted, Henry Mestetsky Executive Director Carmel Redevelopment Commission/Department November 7, 2024
Prepared for City Council and the Redevelopment Commission -End Report-
SPONSOR(S): Taylor, Snyder
ORDINANCE NO. D-2726-24 1 2 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, 3 INDIANA, APPROVING AND ADOPTING A THIRD AMENDMENT 4
TO INTERLOCAL AGREEMENT 5 6 THIRD AMENDMENT TO INTERLOCAL COOPERATION AGREEMENT 7 8 This Third Amendment to Interlocal Cooperation Agreement (“Third Amendment”) is by 9
and between the City of Carmel, Indiana (the “City”) and Clay Township of Hamilton County, 10
Indiana (the “Township”), and shall be effective upon its adoption by the legislative body of both 11 the City and the Township and recording with the Hamilton County Recorder. 12 13 WHEREAS, the City and Township entered into a certain Interlocal Cooperation 14
Agreement adopted by the Township by Resolution and by the City under Ordinance No. D-1603-15
02 dated July 26, 2002 (the “Original Agreement”) to provide joint park and recreation services to 16 the residents of the City and the Township through the Carmel/Clay Board of Parks and Recreation 17 (the “Joint Board”); and 18 19
WHEREAS, the Original Agreement was amended by an Amendment to Interlocal 20
Agreement adopted by the Township by Resolution and by the City under Ordinance D-1740-04 21 dated February 7. 2005 (the “First Amendment”) which provided, among other things, for the 22 adjustment of the size and composition of the Joint Board and the payment by the Township of 23 certain County Option Income Tax funds, now referred to as Local Income Tax (“LIT”) funds to 24
capital projects approved by the Joint Board; and 25
26 WHEREAS, the Original Agreement was further amended by a Second Amendment to 27 Interlocal Agreement adopted by the Township by Resolution and by the City under Ordinance D-28 1998-10 dated July 2, 2010 (the “Second Amendment”), which expanded authorized expenditures 29
for the LIT received by the Township (the Original Agreement, the First Amendment and the 30
Second Amendment collectively the “Amended Agreement”); and 31 32 WHEREAS, the Township entered into a certain lease dated January 20, 2004, as 33 amended, by and between the Township and the Carmel/Clay Board of Parks and Recreation (the 34
“Lease”) to provide for the financing of the Carmel Clay Central Park and Monon Center Project; 35
and 36 37 WHEREAS, the Amended Agreement provides that upon the Township’s final Lease 38 payment for the Central Park Lease-Rental Bonds scheduled to be made on January 15, 2025, the 39
Township’s appointments to the Joint Board are automatically terminated and the Township’s 40
participation in the Joint Board terminates; and 41 42 WHEREAS, the Township has demonstrated its commitment to the joint parks 43 undertaking with the City by issuing bonds to finance projects for the Joint Board including the 44
following: Clay Township General Obligation Bonds, Series 2019B through H and Series 2019J 45
and K in a total principal amount of $30,917,690.10; Clay Township General Obligation Bonds 46 47 48 Ordinance D-2726-24 49
Page One of Four 50
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Series 2020A in the principal amount of $3,530,000.00; and Clay Township General Obligation 51 Bonds, Series 2022 in the principal amount of $3,100,000 (Parks Related Only), all as further 52 described in Exhibit A attached hereto which bonds are payable solely by the Township for the 53 benefit of the Joint Board through January 15, 2042 (collectively the “Bond Payments”); and 54
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WHEREAS, the Township and City are in ongoing discussions to determine how best to 56 provide necessary long-term funding to support the Joint Board in the future; and 57 58 WHEREAS, it is in the Carmel and Clay communities’ best interest to maintain the current 59
size and composition of the Joint Board until a funding solution is determined; and 60
61 WHEREAS, the parties desire to revise and amend the Interlocal Cooperation Agreement 62 in accordance with the terms of this Third Amendment. 63 64
NOW, THEREFORE, it is mutually agreed by and between the parties as follows: 65
66 1. Conditional Revision of Section 2.2. Notwithstanding any other provision of the 67 Amended Agreement, so long as the Township makes timely payments on the outstanding Bond 68 Payments, Section 2.2 of the Agreement shall be revised and amended in its entirety to read as 69
follows: 70
71 2.2 The Joint Board shall consist of nine (9) members appointed or selected as follows: 72 73 a. Four (4) members of the Joint Board shall be appointed by the Mayor on the 74
basis of their interest and knowledge of parks and recreation and must be 75
residents of the City. 76 b. Four (4) members of the Joint Board shall be appointed by the Trustee on the 77 basis of their interest and knowledge of parks and recreation and must be 78 residents of the Township. 79
c. One (1) member of the Joint Board shall be appointed by the Board of 80
Education for Carmel/Clay Schools and must be an elected member thereof. 81 d. No more than two (2) of the Mayor’s appointments to the Joint Board shall be 82 from the same political party. 83 e. No more than two (2) of the Trustee’s appointments to the Joint Board shall be 84
from the same political party. 85
f. An elected official of the City or Township shall not be eligible to serve as a 86 member of the Joint Board. 87 g. The Mayor and Trustee shall continue to stagger the date of appointment of 88 members serving on the Joint Board in a manner similar to that which exists at 89
the time of adoption of this Amendment and shall maintain records reflecting 90
the date of appointment and term of each member so appointed. 91 92 Revised Section 2.2, as set forth above, shall automatically terminate and be of no further force or 93 effect on the first date on which the Township fails to timely pay any portion of the Bond Payments 94
referenced in Exhibit A. 95
96 97 Ordinance D-2726-24 98 Page Two of Four 99
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2. Ratification. In all other respects, and except as amended by this Third 100 Amendment, the parties hereby ratify, approve and continue the Amended Agreement in every 101 way. This Third Amendment shall be incorporated into the terms of the Amended Agreement as if 102 set forth in full therein. 103
104
3. Termination. This Third Amendment shall automatically terminate on December 105 31, 2026 unless revised or extended in writing by the legislative body of the Township and the 106 City. 107 108
4. Enforceability. This Third Amendment is entered into pursuant to I.C. 36-1-7, et. 109
seq., and the same may be amended or supplemented from time to time. The Amendment shall be 110 recorded in the office of the Hamilton County Recorder after approval by the City and the 111 Township, and shall be filed with the State Boad of Accounts for audit purposes, as required by 112 I.C. 36-1-7, and shall not be deemed enforceable and binding until it is recorded with the County 113
Recorder. This Amendment may be executed in multiple counterparts, each of which shall be an 114
original and all of which together shall constitute one and the same instrument. 115 116 Passed, by the Common Council of the City of Carmel, Indiana, this _____ day of 117 __________, 2024, by a vote of _____ ayes and _____ nays. 118
119 COMMON COUNCIL OF THE CITY OF CARMEL 120 121 ________________________________ ______________________________ 122 Anthony Green, President Adam Aasen, Vice President 123
124
________________________________ ______________________________ 125 Theresa Ayers Anita Joshi 126 127 ________________________________ ______________________________ 128
Ryan Locke Shannon Minnnar 129
130 ________________________________ ______________________________ 131 Matthew Snyder Richard F. Taylor III 132 133
________________________________ 134
Jeff Worrell 135 136 ATTEST: 137 138
________________________________ 139
Jacob Quinn, Clerk 140 141 142 143
144
145 146 Ordinance D-2726-24 147 Page Three of Four 148
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Presented by me to the Mayor of the City of Carmel, Indiana, this _____ day of 149 ____________, 2024, at _____ __M. 150 151 __________________________________ 152
Jacob Quinn, Clerk 153
154 155 Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of ____________, 156 2024, at _____ __M. 157
158
___________________________________ 159 Sue Finkam, Mayor 160 161 ATTEST: 162
163
___________________________________ 164 Jacob Quinn, Clerk 165 166 167
ALL OF WHICH IS AGREED by and between the Township on the date set forth below. 168
169 170 CLAY TOWNSHIP 171 HAMILTON COUNTY, INDIANA 172
173
174 By: _________________________________ 175 Paul K. Bolin, Chairman 176 177
_________________________________ 178
Douglas Callahan, Secretary 179 180 _________________________________ 181 Mary Eckard, Member 182
183
184 185 CLAY TOWNSHIP 186 HAMILTON COUNTY, INDIANA 187
188
189 By: __________________________________ 190 Paul Hensel, Township Trustee 191 192
193
194 195 Ordinance D-2726-24 196 Page Four of Four 197
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EXHIBIT A 199 200 List of Clay Township Bonds 201 202
Project Bond Series Par Amount Last Payment Date West Park 2019B $4,765,858.85 1/15/2039 Inlow Park 2019C $2,639,928.00 1/15/2039 Meadowlark Park 2019D $4,132,416.05 1/15/2039
Carey Grove Park 2019E $2,080,859.95 1/15/2039
River Heritage Park 2019F $3,070,003.05 1/15/2039 Monon Greenway 2019G $4,754,500.50 1/15/2039 Japanese Gardens 2019H $3,093,925.75 1/15/2039 Flowing Well Park 2019J $1,935,990.20 1/15/2039
Central Park 2019K $4,444,207.55 1/15/2039
106th Street Pedestrian Bridge 2020A $3,530,000.00 7/15/2040
Carter Green Project 2022 $1,700,000.00 1/15/2042 Japanese Outdoor
Structures
2022 $ 600,000.00 1/15/2042
General Parks Projects 2022 $ 800,000.00 1/15/2042 Total: $37,547,689.90 203
204 205 206 207 208
209 210 211 212 213
214
215 216 217 218
This instrument prepared by and should be returned upon recording to: Brian C. Bosma, Esq., 219
Kroger Gardis & Regas, LLP, 111 Monument Circle, Suite 900, Indianapolis, IN 46204-5125 220 221 222 I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social 223
Security number in this document, unless required by law. Brian C. Bosma. 224
225 226
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
ORDINANCE NO. D-2740-24 1 2 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3
AMENDING CHAPTER 2, ARTICLE 1, SECTIONS 2-1, 2-3, 2-6, 2-10, 2-12, 2-13 AND 2-14 OF THE 4 CARMEL CITY CODE. 5 6 Synopsis: Ordinance clarifying purpose and duties of components of government. 7 8 WHEREAS, the City of Carmel (“City”), is established as four components of government; and 9
10 WHEREAS, it is now necessary for the Carmel City Code to be amended for further clarification of 11 the purpose and duties of these components. 12 13 NOW, THEREFORE, BE IT ORDAINED, by the Common Council of the City of Carmel, Indiana, 14
as follows: 15
16 Section 1. The foregoing Recitals are fully incorporated herein by this reference. 17 18 Section 2. The following subsections of Carmel City Code, Chapter, 2, Article 1, Sections 2-1, 2-3, 2-19
6, 2-10, 2-11, 2-12, 2-13 and 2-14 are hereby amended, and shall read as follows: 20
21 § 2-1 Four Branches Components of Government. 22 (a) The government of the City shall consist of four branches components, those being: 23 (1) Executive Branch (I.C., 36-4-5) 24
(2) Legislative Branch (I.C., 36-4-6) 25
(3) Fiscal Branch Clerk (I.C., 36-4-10) 26 (4) Judicial Branch (I.C., 33-35-1) (Ord. D-362, § I, 3-22-83) 27 (b) Charts depicting the four branches of government appear at the end of this chapter in Appendix I. 28 29
§ 2-3 Executive Departments. 30
(a) The Mayor shall be the chief administrator of the City and shall have control of the day-to-day operations 31 of the following executive departments which are established. 32 (1) Department of Community Services. (Ord. D-1193, 1-8-96) 33 a) Plan Commission. (I.C., 36-7-4 et seq.). 34
b) Board of Zoning Appeals. (I.C., 36-7-4-900 et seq.). 35
(2) Engineering Department. 36 (3) Fire Department. 37 a) Fire Pension Board (I.C., 36-8-7 [1937 Fund]; I.C., 36-8-8 [1977 Fund]). 38 (4) Department of Law to be known as the Office of Corporation Counsel. (pursuant to I.C., 36-4-9-12—39 City Attorney and attorney for Plan Commission, Board of Zoning Appeals). 40
(5) Police Department. 41 a) Police Pension Board. (I.C., 36-8-6 [1925 Fund]; I.C., 36-8-8 [1977 Fund]). 42 (6) Street Department. 43 (7) Public Water and Public Wastewater Utilities. (Ord. D-1193, 1-8-96) 44 (8) Department of Parks and Recreation. (I.C., 36-10-3-1 et seq.) (Ord. D-673, §1, 10-1-90) 45
(9) Department of Redevelopment. (Ord. D-720, § 1, 8-5-91). 46 (10) Finance Department. 47 (11) Department of Economic Development. 48 Ordinance D-2740-24 49 Page One of Fourteen 50
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(12) Marketing and Community Relations Department. 51 (13) Department of Human Resources. 52 (14) Information and Communication Systems Technology Department. 53 (15) Brookshire Golf Course. 54
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(b) Pursuant to IC 36-4-9-6, The Mayor shall appoint the following who serve at her pleasure: 56 1. The chiefs of the Fire and Police Departments 57 2. and t The heads Directors of the Department of Finance who serves as the City Controller, the 58 Community Services (pursuant to I.C., 36-4-9-2), Engineering Department who serves as the City Civil 59
Engineer, the Department of Law who serves as the Corporation Counsel, , Office of the Controller, 60
and the Communications Center are appointed by the Mayor and serve at his pleasure. and; 61 3. The Directors of other departments established by City Council per IC 36-4-9-4. 62 63
§ 2-6 Reserved for Future Use The Controller 64
The Controller is the fiscal officer of the City and shall be the director of the Finance Department. He or 65 she shall perform the duties assigned by I.C., 36-4-10-5, and such other duties as the Common Council may, 66 by ordinance, require. 67
§ 2-6.1 Claim Payments in Advance of Council Allowance. 68
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(a) The fiscal officer may submit claim payments in advance of Council approval for specific types of 70 expenses. The City's legislative body having jurisdiction over the approval shall review and act upon the 71 claim at its next regular or special meeting following the preapproved payment. 72 (1) Property or services purchased or leased from the United States government, its agencies, or its 73 political subdivisions. 74 (2) License or permit fees. 75 (3) Insurance premiums. 76 (4) Utility payments, utility connection charges, internet and mobile phone charges, and fuel 77
charges for City vehicles. 78 (5) General grant programs where advance funding is not prohibited and the contracting party 79
posts sufficient security to cover the amount advanced. 80 (6) Grants of state funds authorized by statute. 81 (7) Maintenance agreements, service agreements or lease payments. 82
(8) Bond or coupon payments. 83
(9) Payroll. 84 (10) Federal, state or county taxes. 85 (11) Expenses that must be paid because of emergency circumstances. 86 (12) A product or service for which the City legislative body had accepted a bid. 87 (13) Petty Cash Funds as established pursuant to City Code § 2-114. 88 (14) Legal settlements which have been approved by the Corporation Counsel and are within the 89 Corporation Counsel's settlement authority pursuant to City Code § 2-9.1. 90
(15) Payments for special land acquisition projects as directed in advance by resolution of the 91 City’s legislative body. 92
(16) Payments made pursuant to City Code § 2-61(b), (c), (d) and other reimbursements 93 permitted by the City Code. 94
(17) Refunds to City of Carmel customers. 95 96 Ordinance D-2740-24 97 Page Two of Fourteen 98
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(18) Wire transfers for land purchases, payroll, health insurance, and debt service, all of which 99 have been budgeted and/or approved by the legislative body. 100
(b) Each payment of expenses under this section must be supported by a fully itemized claim. 101
§ 2-6.2 Capital Asset Policy. 102
103 (a) Definition of Capital Assets. 104
(1) Capital Assets are assets that are used in operations and have an initial useful life in excess of 105 one year. The term includes both tangible assets (land, construction in progress, buildings, building 106 improvements, vehicles, machinery, equipment, works of art, historical treasures, infrastructure) and 107 intangible assets (easements, software, water rights). Assets acquired for the purpose of sale or 108 investment do not qualify as capital assets, regardless of their form, because they are not used in 109 operations. 110
(2) The City has a minimum capitalization threshold of $5,000. The capitalization threshold is 111 applied to individual items in a group of items, rather than to the group as a whole, unless the effect of 112 doing so would be to eliminate a significant portion of total capital assets. Assets that are not capitalized 113 (items less than $5,000 and greater than $1,000) are expensed in the year of acquisition. An inventory is 114 kept of all assets greater than $1,000. 115
(b) Major Capital Asset Classes and. In order to ensure that governmental entities have an 116 accurate, complete, and current record of capital assets, it is important that asset categories are 117 appropriately determined. This section further clarifies the asset definition by major category. 118
(1) Land. Land is defined as specified land, lots, parcels or acreage including rights of way owned by 119 the City of Carmel, its various departments, boards or commissions, regardless of the method or date of 120 acquisition. Easements are not included, as the City does not own them, but as an interest in land owned 121 by another (i.e. property owner) that entitles its holder to a specified limited use. The City Utility, 122 however, does capitalize easements. 123
(2) Buildings. 124
a) Buildings are defined as permanent (non-moveable) structures. Any structures designed and 125 erected to house equipment services or functions are included. This includes systems, services, and 126 fixtures within the buildings, as well as attachments such as porches, stairs, fire escapes, canopies, 127 areaways, lighting fixtures, flagpoles, sound equipment, security cameras, lifts and riggings, curtains and 128 staging and all other such units that serve the building. 129
b) Plumbing systems, lighting systems, sound systems, surveillance systems, passenger and 130 freight elevators, escalators, built-in casework, walk-in coolers and freezers, fixed shelving and other 131 fixed equipment are included as part of the building if it is owned. Communications antennas and/or 132 towers are not included because they are treated as part of the equipment unit. 133
(3) Improvements Other Than Buildings. Improvements other than buildings have a limited useful 134 life. Examples of the Civil City assets in this category are parking areas, drives, fencing, pools, fountains, 135 underground sprinkler systems, decorative street lighting and other similar items. Examples of the City 136 Utilities assets are water supply mains, collection sewers, wells, fences, intake pipes, manholes, and fire 137 hydrants. 138
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140 Ordinance D-2740-24 141 Page Three of Fourteen 142
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
143
(4) Furnishings and Equipment. The furnishings and equipment asset class is used to account for 144 moveable items. Included within this category are office equipment, office furniture, appliances, 145 furnishings, machinery items, maintenance equipment, communication equipment, police, fire, laboratory 146 equipment, vehicles, road equipment, aircraft, emergency equipment, earth moving equipment, text 147 equipment, civil defense equipment, law enforcement equipment, and data processing equipment. Supplies 148 are excluded. 149
(5) Infrastructure. Infrastructure assets are long-lived capital assets that normally are stationary in 150 nature and can be preserved for a significantly greater number of years than most capital assets and that 151 are normally stationary in nature. Examples include roads, streetlights, traffic signals, drainage systems, 152 and water lines. Infrastructure assets do not include buildings, drives, parking lots or any other examples 153 given above that are incidental to property or access to the property described above. 154
(6) Construction in Progress. Construction, or development, in progress is a special class of 155 capital assets that are still in the process of construction (tangible) or development (intangible). 156 Depreciation does not begin until the capital assets are substantially ready to be placed in service. 157
(7) Other Capital Assets. This is a separate category for capital assets that do not fit into any of 158 the major asset classes listed above. 159
(c) Threshold Levels for Capital Assets. The following schedule will be used for capitalization and 160 depreciation of the City's capital assets. Amounts are based on governmental entities with revenues 161 exceeding $100 million. 162 163
164 Capitalize/Depreciate
Capitalize/Depreciate
Land Capitalize only
Land Improvements $50,000
Buildings $100,000
Building Improvements $100,000
Construction in Progress Capitalize only
Machinery and Equipment $5,000
Vehicles $5,000
City Utility Assets $5,000
Computer Software $5,000
Infrastructure $3,000,000
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167 Ordinance D-2740-24 168 Page Four of Fourteen 169
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SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(d) Valuation of Capital Assets. 171
(1) Capital assets should be recorded at historical cost and should include the cost of freight, site 172 preparation, architect and engineering fees and other costs as applicable. If a method other than cash is 173 used to pay for the asset, then the fair-market value of the non-cash payment or consideration determines 174 the asset's cost or acquisition value. When the value of the consideration paid cannot be determined, the 175 asset's fair market value determines its cost. 176
(2) With a few exceptions, an asset's cost should also include necessary costs incurred to place the 177 asset in service. Costs include the invoice price plus incidental costs (insurance during transit, freight, 178
capitalized interest, duties, title search, registration fees and installation costs). Exceptions to the rule 179 include interest expenses associated with deferred payments and real estate taxes paid, if any, in the 180 acquisition of property. 181
(e) Depreciation Method and Salvage Value. 182
(1) Depreciation is the process of allocating the cost of tangible property over a period of time, 183 rather than deducting the cost as an expense in the year of acquisition. Generally, at the end of the asset's 184
life, the sum of the amounts charged for depreciation in each accounting period (accumulated 185 depreciation) will equal original cost less salvage value. The City depreciates its capital assets by using 186
the Straight-Line Method. Under this method, the basis of the asset is written off evenly over the useful 187 life of the asset. The same amount of the depreciation is taken each year. Depreciation is calculated at the 188
end of each fiscal year. 189
(2) The salvage value of an asset is the value it is expected to have when it is no longer useful for its 190 intended purpose. In other words, the salvage value is the amount for which the asset could be sold at the 191 end of its useful life. The City determines salvage value on an asset-by-asset basis. 192
(f) Estimated Useful Lives of City Assets. The following assets accounted for under the Capital 193 Asset Policy will be depreciated using the straight-line method of depreciation. A gain or loss on 194 disposal will be reported. The most common useful lives are as follows: 195
(1) City Civil. 196
a) Vehicles - 5 years. 197 b) Police Vehicles - 4 years. 198 c) Office Equipment - 5 years. 199 d) Office Furniture - 20 years. 200
e) Heavy Equipment - 10 years. 201
f) Fire Trucks - 15 years. 202 g) Ambulances - 10 years. 203 h) Buildings - 50 years. 204 i) Building Components (HVAC systems, roofing) - 20 years. 205
j) Leasehold Improvements - useful life of asset or lease term (whichever is shorter). 206
k) Land Improvements - structure (parking lots, athletic courts, swimming pools) - 20 years. 207 l) Land Improvements - groundwork (golf course, athletic fields, landscaping, fencing) - 20 208 years. 209 m) Outdoor Equipment - (playground equipment, radio towers) - 15 years. 210 n) Grounds Equipment - (mowers, tractors, attachments) - 15 years. 211 o) Computer Software - 5 years. 212
p) Security Cameras -10 years. 213
q) Stage Lighting - 5 years. 214 215 Ordinance D-2740-24 216 Page Five of Fourteen 217
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
218 r) Mobile Stage Trailer - 10 years. 219 s) Rigging and Lifts - 10 years. 220 t) Sound Equipment for Palladium - 10 years. 221
(2) City Utility - Water. 222 a) Buildings and Improvements - 50 years. 223 b) Transmission and Distribution Mains - 50 to 75 years. 224
c) Meters/Meter Installation - 25 to 30 years. 225
d) Pumping Equipment - 50 years. 226 e) Water Treatment Equipment - 50 years. 227 f) Elevated Storage - 75 years. 228 g) Office Equipment - 5 years. 229
h) Machinery - 5 to 40 years. 230
i) Hydrants - 50 to 75 years. 231 j) Well Equipment - 15 to 20 years. 232 k) Wells - 50 to 100 years. 233 l) Communications Equipment - 10 years. 234
m) GPS - 100 years. 235
n) Clearwell - 100 years. 236
(3) City Utility - Sewer. 237
a) Buildings and Improvements - 50 years. 238
b) Sewer Lines - 50 years. 239
c) Lift Station - 50 years. 240 d) Treatment Plant Equipment - 10 years. 241 e) Office Equipment - 5 years. 242 f) Machinery – 6 to 20 years. 243
g) Vehicles - 5 years. 244
h) HVAC Systems - 25 years. 245 i) GPS - 100 years. 246 j) Computer Software - 5 years. 247 (4) Infrastructure. The following is the list of networks and their useful lives: 248
a) Roads/Streets Network. 249
Subsystems: Types of Roads/Streets, Curbs, and Sidewalks - 45 years. 250 b) Traffic Components Network. 251 Subsystems: Traffic Signals -35 years. 252 Street lights - 25 years. 253
c) Drainage Systems Network - 50 years. 254
(g) Capital Leases. 255 (1) Leased equipment should be capitalized if the lease agreement meets any one of the 256 following criteria: 257 a) The lease transfers ownership of the property to the lessee by the end of the lease term. 258
b) The lease contains a bargain purchase option. 259 c) The lease term is equal to 75% of the estimated economic life of the leased property (and the 260 lease is non-cancellable during that time). 261 d) The present value of the minimum lease payments at the inception of the lease (excluding 262 executory costs) equals at least 90% of the fair-value of the leased property. 263 264 Ordinance D-2740-24 265 Page Six of Fourteen 266
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
267 (2) Leases that do not meet any of the above criteria are considered operating leases. 268 (h) Assets Not Capitalized. 269 (1) Assets less than $5,000 are expensed in the year of acquisition. Assets greater than $1,000 are 270 recorded in the General Ledger. 271
(2) Exceptions are: 272 a) Items costing less than the above limits which are permanently installed as a part of the cost of 273
original construction or installation of a larger building or equipment unit will be included in the cost of 274 the larger unit; and 275
b) Modular equipment added subsequent to original equipment construction of a larger building or 276 equipment unit which may be put together to form larger units costing more than the prescribed limits will 277 be charged to capital assets even though the cost of individual items is less than such units; and 278 c) Cabinets, shelving, bookcases, and similar items, added subsequent to original construction, 279 which are custom made for a specific place and adaptable elsewhere, will be capitalized. 280
(i) Capital Assets Purchased With Grant Funds. When Federal Grant Funds are used to purchase 281
capital assets, compliance with the applicable Subparts of Part 200 - Uniform Administrative 282 Requirements, Cost Principles, and Audit Requirements for Federal Awards in the Code of Federal 283 Regulations is required. All grant types typically have requirements specified in the Grant Award Letter 284 with which the City must comply. 285
(j) Asset Acquisition, Transfer and Disposal. City assets may be acquired or disposed of using 286 various methods, as described in supplemental City documentation and forms. The following 287
procedure must be observed for all acquisitions, transfers and disposals of assets: complete the 288 requisite forms, obtain the signature of the Department Director and forward the completed 289
documentation to the Fiscal Office for recording purposes. 290
(k) Reporting of Fraud. Any city employee who suspects the misappropriation of capital assets 291 should follow the applicable requirements outlined in Ordinance No. D-2286-16. This Ordinance 292 establishes a policy on materiality and the process for reporting material variances. 293
294
§ 2-6.3 Advance Payments for Goods and Services. 295
(a) Advance payments for goods or services before the goods are delivered or services are 296 completed are hereby authorized. 297 (b) Advance payments for goods and services may not exceed the lesser of the following: 298 (1) Fifty percent of the entire cost of the contract. 299 (2) $2,000,000. 300
(c) The City’s fiscal officer or the fiscal officer's designee must do all of the following when advance 301 payments are made: 302 (1) Track prepayments by defining the prepayment on a purchase order. 303
(2) Create a prepayment invoice that is associated with the purchase order. 304 (3) Require insurance or a surety bond in the amount of the prepayment if the amount of the 305 prepayment is more than $150,000. 306 307 308 309
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311 Ordinance D-2740-24 312 Page Seven of Fourteen 313 314
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
Division III. Fiscal Branch. Clerk 315
§ 2-10 The Controller. 316
The Controller is the fiscal officer of the City. He shall perform the duties assigned by I.C., 36-4-317
10-5, and such other duties as the Common Council may, by ordinance, require. 318 § 2-12 Claim Payments in Advance of Council Allowance. 319
320
(c) The fiscal officer may submit claim payments in advance of Council approval for specific types of 321 expenses. The City's legislative body having jurisdiction over the approval shall review and act upon the 322 claim at its next regular or special meeting following the preapproved payment. 323 (1) Property or services purchased or leased from the United States government, its agencies, or its 324 political subdivisions. 325 (2) License or permit fees. 326 (3) Insurance premiums. 327 (4) Utility payments, utility connection charges, internet and mobile phone charges, and fuel 328 charges for City vehicles. 329 (5) General grant programs where advance funding is not prohibited and the contracting party 330 posts sufficient security to cover the amount advanced. 331 (6) Grants of state funds authorized by statute. 332
(7) Maintenance agreements, service- agreements or lease payments. 333
(8) Bond or coupon payments. 334 (9) Payroll. 335 (10) Federal, state or county taxes. 336 (11) Expenses that must be paid because of emergency circumstances. 337
(12) A product or service for which the City legislative body had accepted a bid. 338
(13) Petty Cash Funds as established pursuant to City Code § 2-114. 339 (14) Legal settlements which have been approved by the City Attorney and are within the City 340 Attorney's settlement authority pursuant to City Code § 2-9.1. 341 (15) Payments for special land acquisition projects as directed in advance by resolution of the 342 City legislative body. 343 (16) Payments made pursuant to City Code § 2-61(b), (c), (d) and other reimbursements 344 permitted by the City Code. 345 (17) Refunds to City of Carmel customers. 346 (18) Wire transfers for land purchases, payroll, health insurance, and debt service, all of which 347 have been budgeted and/or approved by the legislative body. 348 349 (d) Each payment of expenses under this section must be supported by a fully itemized claim. 350 (`91 Code, § 2-12) (Ord. D-1063, 3-7-94; Ord. D-1183, 10-16-95; Ord. D-1370-98, 6-15-98; Ord. D- 351 1899-08, As Amended, passed 8-4-08; Ord. D-2067-11, 11-7-11) 352
§ 2-13 Capital Asset Policy. 353
354 (l) Definition of Capital Assets. 355
(1) Capital Assets are assets that are used in operations and have an initial useful life in excess of 356 one year. The term includes both tangible assets (land, construction in progress, buildings, building 357 improvements, vehicles, machinery, equipment, works of art, historical treasures, infrastructure) and 358 intangible assets (easements, software, water rights). Assets acquired for the purpose of sale or 359 investment do not qualify as capital assets, regardless of their form, because they are not used in 360 operations. 361 Ordinance D-2740-24 362
Page Eight of Fourteen 363
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(2) The City has a minimum capitalization threshold of $5,000. The capitalization threshold is 364 applied to individual items in a group of items, rather than to the group as a whole, unless the effect of 365 doing so would be to eliminate a significant portion of total capital assets. Assets that are not capitalized 366 (items less than $5,000 and greater than $1,000) are expensed in the year of acquisition. An inventory is 367 kept of all assets greater than $1,000. 368
(m) Major Capital Asset Classes and. In order to ensure that governmental entities have an 369 accurate, complete, and current record of capital assets, it is important that asset categories are 370 appropriately determined. This section further clarifies the asset definition by major category. 371
(1) Land. Land is defined as specified land, lots, parcels or acreage including rights of way owned by 372 the City of Carmel, its various departments, boards or commissions, regardless of the method or date of 373 acquisition. Easements are not included, as the City does not own them, but as an interest in land owned 374 by another (i.e. property owner) that entitles its holder to a specified limited use. The City Utility, 375 however, does capitalize easements. 376
(2) Buildings. 377
a) Buildings are defined as permanent (non-moveable) structures. Any structures designed and 378 erected to house equipment services or functions are included. This includes systems, services, and 379 fixtures within the buildings, as well as attachments such as porches, stairs, fire escapes, canopies, 380 areaways, lighting fixtures, flagpoles, sound equipment, security cameras, lifts and riggings, curtains and 381 staging and all other such units that serve the building. 382
b) Plumbing systems, lighting systems, sound systems, surveillance systems, passenger and 383 freight elevators, escalators, built-in casework, walk-in coolers and freezers, fixed shelving and other 384 fixed equipment are included as part of the building if it is owned. Communications antennas and/or 385 towers are not included because they are treated as part of the equipment unit. 386
(3) Improvements Other Than Buildings. Improvements other than buildings have a limited useful 387 life. Examples of the Civil City assets in this category are parking areas, drives, fencing, pools, fountains, 388 underground sprinkler systems, decorative street lighting and other similar items. Examples of the City 389 Utilities assets are water supply mains, collection sewers, wells, fences, intake pipes, manholes, and fire 390 hydrants. 391
(4) Furnishings and Equipment. The furnishings and equipment asset class is used to account for 392 moveable items. Included within this category are office equipment, office furniture, appliances, 393 furnishings, machinery items, maintenance equipment, communication equipment, police, fire, laboratory 394 equipment, vehicles, road equipment, aircraft, emergency equipment, earth moving equipment, text 395 equipment, civil defense equipment, law enforcement equipment, and data processing equipment. Supplies 396 are excluded. 397
(5) Infrastructure. Infrastructure assets are long-lived capital assets that normally are stationary in 398
nature and can be preserved for a significantly greater number of years than most capital assets and that 399 are normally stationary in nature. Examples include roads, streetlights, traffic signals, drainage systems, 400 and water lines. Infrastructure assets do not include buildings, drives, parking lots or any other examples 401 given above that are incidental to property or access to the property described above. 402
(6) Construction in Progress. Construction, or development, in progress is a special class of 403 capital assets that are still in the process of construction (tangible) or development (intangible). 404 Depreciation does not begin until the capital assets are substantially ready to be placed in service. 405
406 Ordinance D-2740-24 407 Page Nine of Fourteen 408
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(7) Other Capital Assets. This is a separate category for capital assets that do not fit into any of the 409 major asset classes listed above. 410
(n) Threshold Levels for Capital Assets. The following schedule will be used for capitalization and 411 depreciation of the City's capital assets. Amounts are based on governmental entities with revenues 412 exceeding $100 million. 413 414
415 Capitalize/Depreciate
Capitalize/Depreciate
Land Capitalize only
Land Improvements $50,000
Buildings $100,000
Building Improvements $100,000
Construction in Progress Capitalize only
Machinery and Equipment $5,000
Vehicles $5,000
City Utility Assets $5,000
Computer Software $5,000
Infrastructure $3,000,000
416 (o) Valuation of Capital Assets. 417
(1) Capital assets should be recorded at historical cost and should include the cost of freight, site 418 preparation, architect and engineering fees and other costs as applicable. If a method other than cash is 419 used to pay for the asset, then the fair-market value of the non-cash payment or consideration determines 420 the asset's cost or acquisition value. When the value of the consideration paid cannot be determined, the 421 asset's fair market value determines its cost. 422
(2) With a few exceptions, an asset's cost should also include necessary costs incurred to place the 423 asset in service. Costs include the invoice price plus incidental costs (insurance during transit, freight, 424 capitalized interest, duties, title search, registration fees and installation costs). Exceptions to the rule 425 include interest expenses associated with deferred payments and real estate taxes paid, if any, in the 426 acquisition of property. 427
(p) Depreciation Method and Salvage Value. 428
(1) Depreciation is the process of allocating the cost of tangible property over a period of time, 429 rather than deducting the cost as an expense in the year of acquisition. Generally, at the end of the asset's 430 life, the sum of the amounts charged for depreciation in each accounting period (accumulated 431 depreciation) will equal original cost less salvage value. The City depreciates its capital assets by using 432 the Straight-line Method. Under this method, the basis of the asset is written off evenly over the useful 433 life of the asset. The same amount of the depreciation is taken each year. Depreciation is calculated at the 434 end of each fiscal year. 435
436
Ordinance D-2740-24 437 Page Ten of Fourteen 438
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(2) The salvage value of an asset is the value it is expected to have when it is no longer useful for its 439 intended purpose. In other words, the salvage value is the amount for which the asset could be sold at the 440 end of its useful life. The City determines salvage value on an asset-by-asset basis. 441
(q) Estimated Useful Lives of City Assets. The following assets accounted for under the Capital 442 Asset Policy will be depreciated using the straight-line method of depreciation. A gain or loss on 443 disposal will be reported. The most common useful lives are as follows: 444
(1) City Civil. 445 a) Vehicles - 5 years. 446 b) Police Vehicles - 4 years. 447 c) Office Equipment - 5 years. 448
d) Office Furniture - 20 years. 449
e) Heavy Equipment - 10 years. 450 f) Fire Trucks - 15 years. 451 g) Ambulances - 10 years. 452 h) Buildings - 50 years. 453
i) Building Components (HVAC systems, roofing) - 20 years. 454
j) Leasehold Improvements - useful life of asset or lease term (whichever is shorter). 455 k) Land Improvements - structure (parking lots, athletic courts, swimming pools) - 20 years. 456 • Land Improvements - groundwork (golf course, athletic fields, landscaping, fencing) - 20 457 years. 458 l) Outdoor Equipment - (playground equipment, radio towers) - 15 years. 459 m) Grounds Equipment - (mowers, tractors, attachments) - 15 years. 460
n) Computer Software - 5 years. 461
o) Security Cameras -10 years. 462 p) Stage Lighting - 5 years. 463 q) Mobile Stage Trailer - 10 years. 464 r) Rigging and Lifts - 10 years. 465
s) Sound Equipment for Palladium - 10 years. 466
(2) City Utility - 467 Water. 468 a) Buildings and Improvements - 50 years. 469 b) Transmission and Distribution Mains - 50 to 75 years. 470
c) Meters/Meter Installation - 25 to 30 years. 471
d) Pumping Equipment - 50 years. 472 e) Water Treatment Equipment - 50 years. 473 f) Elevated Storage - 75 years. 474 g) Office Equipment - 5 years. 475
h) Machinery - 5 to 40 years. 476
i) Hydrants - 50 to 75 years. 477 j) Well Equipment - 15 to 20 years. 478 k) Wells - 50 to 100 years. 479 l) Communications Equipment - 10 years. 480
m) GPS - 100 years. 481
n) Clearwell - 100 years. 482 (3) City Utility - 483 Sewer. 484 a) Buildings and Improvements - 50 years. 485
b) Sewer Lines - 50 years. 486
Ordinance D-2740-24 487 Page Eleven of Fourteen 488
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
c) Lift Station - 50 years. 489 d) Treatment Plant Equipment - 10 years. 490 e) Office Equipment - 5 years. 491 f) Machinery - 6-20 years. 492
g) Vehicles - 5 years. 493
h) HVAC Systems - 25 years. 494 i) GPS - 100 years. 495 j) Computer Software - 5 years. 496 (4) Infrastructure. The following is the list of networks and their useful lives: 497
a) Roads/Streets Network. 498
Subsystems: Types of Roads/Streets, Curbs, and Sidewalks - 45 years. 499 b) Traffic Components Network. 500 Subsystems: Traffic Signals -35 501 years. Street lights - 25 years. 502
c) Drainage Systems Network - 50 years. 503
(r) Capital Leases. 504 (1) Leased equipment should be capitalized if the lease agreement meets any one of the 505 following criteria: 506 a) The lease transfers ownership of the property to the lessee by the end of the lease term. 507
b) The lease contains a bargain purchase option. 508
c) The lease term is equal to 75% of the estimated economic life of the leased property (and the 509 lease is non-cancellable during that time). 510 d) The present value of the minimum lease payments at the inception of the lease (excluding 511 executory costs) equals at least 90% of the fair-value of the leased property. 512
(2) Leases that do not meet any of the above criteria are considered operating leases. 513
(s) Assets not Capitalized. 514 (1) Assets less than $5,000 are expensed in the year of acquisition. Assets greater than $1,000 are 515 recorded in the General Ledger. 516 (2) Exceptions are: 517 a) Items costing less than the above limits which are permanently installed as a part of the cost of 518 original construction or installation of a larger building or equipment unit will be included in the cost 519 of the larger unit; 520 b) Modular equipment added subsequent to original equipment construction of a larger building or 521 equipment unit which may be put together to form larger units costing more than the prescribed limits will 522 be charged to capital assets even though the cost of individual items is less than such units; and 523
c) Cabinets, shelving, bookcases, and similar items, added subsequent to original construction, 524 which are custom made for a specific place and adaptable elsewhere, will be capitalized. 525
(t) Capital Assets Purchased with Grant Funds. When Federal Grant Funds are used to purchase capital 526 assets, compliance with the applicable Subparts of Part 200 - Uniform Administrative Requirements, Cost 527 Principles, and Audit Requirements for Federal Awards in the Code of Federal Regulations is required. 528 All grant types typically have requirements specified in the Grant Award Letter with which the City must 529 comply. 530
(u) Asset Acquisition, Transfer and Disposal. City assets may be acquired or disposed of using 531 various methods, as described in supplemental City documentation and forms. The following 532 procedure must be observed for all acquisitions, transfers and disposals of assets: complete the 533 requisite forms, obtain the signature of the Department Director and forward the completed 534 documentation to the Fiscal Office for recording purposes. 535 Ordinance D-2740-24 536
Page Twelve of Fourteen 537
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(v) Reporting of Fraud. Any city employee who suspects the misappropriation of capital assets 538 should follow the applicable requirements outlined in Ordinance No. D-2286-16. This Ordinance 539 establishes a policy on materiality and the process for reporting material variances. 540
(Ord. D-1680-04, 3-1-04; Ord. D- 2067-11, 11-7-11; Ord. 2191-14, As Amended, 11-3-14; Ord. D-2451- 541 18, § 2, 2-4-18) 542
§ 2-14 Advance Payments for Goods and Services. 543
544 (d) Advance payments for goods or services before the goods are delivered or services are 545
completed are hereby authorized. 546
(e) Advance payments for goods and services may not exceed the lesser of the following: 547 (1) Fifty percent of the entire cost of the contract. 548 (2) Two million dollars. 549 (f) The City’s fiscal officer or the fiscal officer's designee must do all of the following when advance 550
payments are made: 551
(1) Track prepayments by defining the prepayment on a purchase order. 552 (2) Create a prepayment invoice that is associated with the purchase order. 553 (3) Require insurance or a surety bond in the amount of the prepayment if the amount of the 554 prepayment is more than $150,000. 555
556
Section 3. All prior ordinances or parts thereof inconsistent with any provision of this Ordinance 557 are hereby repealed, to the extent of such inconsistency only, as of the effective date of this Ordinance, such 558 repeal to have prospective effect only. However, the repeal or amendment by this Ordinance of any other 559 ordinance does not affect any rights or liabilities accrued, penalties incurred or proceedings begun prior to the 560
effective date of this Ordinance. Those rights, liabilities and proceedings are continued and penalties shall be 561
imposed and enforced under such repealed or amended ordinance as if this Ordinance had not been adopted. 562 563 Section 4. If any portion of this Ordinance is for any reason declared to be invalid by a court of 564 competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance 565
so long as enforcement of same can be given the same effect. 566
567 Section 5. The remaining portions of Carmel City Code Sections 2-3, 2-6, 2-10, 2-11, 2-12, 2-13 568 and 2-14 are not affected by this Ordinance upon its passage. 569 570
Section 6. This Ordinance shall be in full force and effect from and after the date of its passage 571 and signing by the Mayor and such publication as required by law. 572 573 574
575 576 577 578 579
580 581 582 Ordinance D-2740-24 583 Page Thirteen of Fourteen 584
585 586
SPONSOR(S): Councilor(s) Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
587 588 PASSED by the Common Council of the City of Carmel, Indiana, this day of ________, 589 2024, by a vote of _____ ayes and _____ nays. 590
591 COMMON COUNCIL FOR THE CITY OF CARMEL 592 593 594 Anthony Green, President Adam Aasen, Vice-President 595
596
597 Rich Taylor Matt Snyder 598 599 ______________________________ 600
Jeff Worrell Teresa Ayers 601
602 603 Shannon Minnaar Ryan Locke 604 605
______________________________ 606
Anita Joshi 607 608 ATTEST: 609 610
______________________________ 611
Jacob Quinn, Clerk 612 613 Presented by me to the Mayor of the City of Carmel, Indiana this day of 614 615
_________________________ 2024, at _______ __.M. 616
617 618 619 Jacob Quinn, Clerk 620
621
Approved by me, Mayor of the City of Carmel, Indiana, this day of 622 623 ________________________ 2024, at _______ __.M. 624 625
626
627 Sue Finkam, Mayor 628 ATTEST: 629
630
631 632 Jacob Quinn, Clerk 633 634
Ordinance D-2740-24 635
Page Fourteen of Fourteen 636
SPONSOR(S): Councilors: Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
ORDINANCE NO. D-2741-24 1 2 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3
AMENDING CHAPTER 2, ARTICLE 6, SECTIONS 2-301, 2-302 AND 2-303, 4 OF THE CARMEL CITY CODE. 5 6 Synopsis: Ordinance amending budget procedures of the City of Carmel. 7 8 WHEREAS, the City of Carmel (“City”), pursuant to Indiana Code § 36-4-7-6, is required to formulate 9
a budget estimate for the ensuing year; and 10
11 WHEREAS, the City has previously established budget procedures, such being codified, in part, under 12 Carmel City Code §§ 2-301, 2-302, and 2-303; and 13 14
WHEREAS, the Common Council of the City now finds that in the interests of fiscal responsibility 15
this procedure should be amended. 16 17 NOW, THEREFORE, BE IT ORDAINED, by the Common Council of the City of Carmel, Indiana, 18 as follows: 19
20
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 21 22 Section 2. The following subsections of Carmel City Code Sections 2-301, 2-302, and 2-303 are hereby 23 amended, and shall read as follows: 24
Ҥ 2-301 Transfer of Funds. 25
26 (a) Common Council Approved Transfers. The Common Council may transfer money from one 27 major budget classification to another within a City department or office of an elected official component 28 of government and may transfer appropriated funds between line items within major budget 29 classifications within a City department of office of an elected official when the transfer between line 30 items would cause the Maximum Approved Transfer Amount (as defined in subsection (b)(1)) to be 31 exceeded and if: 32
(1) It determines that the transfer is necessary; 33
(2) The transfer does not require the expenditure of more money than the total amount set out in the 34 budget as finally determined pursuant to I.C., 6-1.1 et seq.; 35
(3) The transfer is made at a regular public meeting and by proper resolution; and 36
(4) The transfer is certified to the county auditor when the transfer is between major budget 37 classifications. 38
(b) Department Controller Approved Transfers. 39
(1) The Controller may transfer appropriated funds between line items within a major budget 40 classification for all City departments, the Office of the Mayor, the Clerk, and the City Judge may 41 transfer appropriated funds between line items within major budget classifications without the approval 42 of the Common Council (“Department Controller Approved Transfers”), provided, however, that such 43 transfers may not exceed the Maximum Approved Transfer Amount. The term “Maximum Approved 44 Ordinance D-2741-24 45 Page One of Four Pages 46
SPONSOR(S): Councilors: Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
47
Transfer Amount” shall mean no more than $25,000 per occurrence and no more than $50,000 per 48 receiving line item, per calendar year, except that no Maximum Approved Transfer Amount shall apply 49 to personnel costs and expenses. 50
(2) Department Controller Approved Transfers may be made without notice and without the approval 51 of the State Board of Tax Commissioners. 52
(3) The Controller shall report any single transfer of $50,000 or more to the Common Council at 53
the end of each month. 54
(3)Written notice of Department Approved Transfers shall be provided to the Office of the 55 Controller. 56
(c)Emergencies. When there exists, under emergency conditions, a threat to public health, welfare, 57 or safety, the Maximum Approved Transfer Amount may be exceeded and ratified at the next 58 meeting of the Common Council following the emergency. 59
60
§ 2-302 Chart of Accounts and Budget Forms. 61 (a) The Controller shall adopt a Chart of Accounts in compliance with the State Board of Accounts and 62 Department of Local Government Finance and shall submit a copy of any changes at least annually to 63 the Common Council. Common Council has adopted a Chart of Accounts, budget forms and report 64 (Exhibits A, B, C, D, and E, attached to Ordinance D-1005). The Council requires all departments, 65 Carmel/Clay Board of Parks and Recreation, and all elected officials to shall use the Chart of Accounts 66 and budget forms as adopted in the preparation of budget estimates. The budget and any forms shall be 67 formulated in accordance with IC 36-4-7- The Council authorizes the Controller to administer the Chart of 68
Accounts as he finds it necessary in order to assure continuity and consistency of the budget process among 69 all departments and elected officials. The Council further declares that the Chart of Accounts or budget 70
forms may not be changed or altered. Nonposting accounts as stated in the Chart of Accounts shall not be 71 used by any department or elected official in the preparation of the budget but shall abide by the point 72
system and budget category line items as established in the Chart of Accounts. 73 74 (b) The Controller shall adopt budget forms to be used in the preparation of the budget. All departments, 75
Carmel/Clay Board of Parks and Recreation and all elected officials shall use the Chart of Accounts and 76 budget forms as adopted in the preparation of budget estimates. The budget and any forms shall be 77 formulated in accordance with IC 36-4-7. Any and all additions or alterations of the Chart of Accounts, budget 78 forms and report must be petitioned by ordinance through the Council and must receive a favorable 79
recommendation from the fiscal officer. 80 81 (c) The Utility Department is exempt from the provisions of this section.” 82 83
§ 2-303 Encumbrances. 84
85 (a) Written contractual obligations. Components of government may only encumber funds 86 with a written contractual obligation from one budget year to the next with approval of the 87 Controller, with the exception of the below limited exceptions. 88 89
Ordinance D-2741-24 90
Page Two of Four Pages 91 92 93
SPONSOR(S): Councilors: Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
(b) Absence of written contractual obligations. All City departments, the office of the Mayor, 94 Clerk, Common Council, and City Judge may encumber funds in the absence of a written 95 contractual obligation from one budget year to a subsequent budget year, only in conformance with 96 this section. 97 98 (b)(1) In the event that a department seeks to carry forward such an encumbrance to a subsequent 99 budget year, that department must submit a request to the Controller justifying the encumbrance. 100 The Controller shall provide a summary memorandum to the Common Council, prior to the adoption 101 of the City budget by the Common Council final Common Council meeting of the year, listing any 102 such encumbrance. 103 104
(2)The Ffailure to provide such a memorandum will result in the automatic cancellation of such 105 encumbrance and the automatic return of the encumbered funds to their originating fund on the first 106 day of the following subsequent budget year; 107
(3)The only exception will be invoices which remain in "dispute" or "inquiry" status, or invoices 108 received after the last annual Council meeting; and, 109
(4)Any encumbrances specified in such a memorandum shall, subject to any modifications or 110 conditions adopted by the Common Council through a resolution, automatically be renewed in the 111 subsequent budget year. 112
(c) All capital fund projects (Cum Cap Development, Cum Cap Improvement, and Cum Cap Sewer) as 113 well as Local Road and Street Fund projects that have been encumbered may not be used for any project 114 or purpose different than from that established by the original encumbrance, and such project or purpose 115 must proceed in the budget year in which the funds are encumbered. If it is deemed necessary to change 116 the scope of the encumbrance, a resolution must be presented to and approved by the Common Council. 117 This resolution shall list the detailed justification for the change request.” 118 119 Section 6. All prior ordinances or parts thereof inconsistent with any provision of this Ordinance 120
are hereby repealed, to the extent of such inconsistency only, as of the effective date of this Ordinance, such 121 repeal to have prospective effect only. However, the repeal or amendment by this Ordinance of any other 122 ordinance does not affect any rights or liabilities accrued, penalties incurred or proceedings begun prior to the 123 effective date of this Ordinance. Those rights, liabilities and proceedings are continued and penalties shall be 124 imposed and enforced under such repealed or amended ordinance as if this Ordinance had not been adopted. 125
126
Section 7. If any portion of this Ordinance is for any reason declared to be invalid by a court of 127 competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance 128 so long as enforcement of same can be given the same effect. 129 130
Section 8. The remaining portions of Carmel City Code Sections 2-301, 2-302, and 2-303 are not 131
affected by this Ordinance upon its passage. 132 133 Section 9. This Ordinance shall be in full force and effect from and after the date of its passage 134
and signing by the Mayor and such publication as required by law. 135
136 137 138
139 140 Ordinance D-2741-24 141 Page Three of Four Pages 142
SPONSOR(S): Councilors: Green and Aasen
This Ordinance was prepared by Samantha S. Karn, Corporation Counsel, on 9/19/2024 at 11:00 a.m. It may have been subsequently revised. No subsequent revision to this Ordinance has been reviewed by Ms. Karn for legal sufficiency or otherwise.
PASSED by the Common Council of the City of Carmel, Indiana, this day of ________, 143 2024, by a vote of _____ ayes and _____ nays. 144 145 COMMON COUNCIL FOR THE CITY OF CARMEL 146
147
148 Anthony Green, President Adam Aasen, Vice-President 149 150 151
Rich Taylor Matt Snyder 152
153 ______________________________ 154 Jeff Worrell Teresa Ayers 155 156
157
Shannon Minnaar Ryan Locke 158 159 ______________________________ 160 Anita Joshi 161
162
ATTEST: 163 164 ______________________________ 165 Jacob Quinn, Clerk 166
167
Presented by me to the Mayor of the City of Carmel, Indiana this day of 168 _________________________ 2024, at _______ __.M. 169 170 171
Jacob Quinn, Clerk 172
173 Approved by me, Mayor of the City of Carmel, Indiana, this day of 174 ________________________ 2024, at _______ __.M. 175 176
177
178 Sue Finkam, Mayor 179 180 ATTEST: 181
182
183 184 Jacob Quinn, Clerk 185
186
187 188 189 190
Ordinance No. D-2741-24 191
Page Four of Four Pages 192
Sponsor: Councilors Joshi and Worrell
This Resolution was prepared by Sergey Grechukhin, Carmel Transactions Chief, on November 12, 2024. No subsequent revision to this Resolution has been reviewed by Mr. Grechukhin for legal sufficiency or otherwise.
RESOLUTION NO. CC 11-18-24-06 1 2
A CONFIRMATORY RESOLUTION DESIGNATING AN ECONOMIC REVITALIZATION 3
AREA AND APPROVING TAX ABATEMENT FOR QUALIFYING CERTAIN PERSONAL 4 PROPERTY- ALLIANCE FOR COOPERATIVE ENERGY SERVICES POWER 5 MARKETING, LLC 6 7
Synopsis: A resolution confirming the designation of the real property located at 4140 W 8 99th Street, Carmel, Indiana as an economic revitalization area and granting a partial 9 abatement of property taxes attributable to certain eligible equipment installed therein 10 11 WHEREAS, Ind. Code § 6-1.1-12.1 (the “Act”) allows a partial abatement of property 12
taxes attributable to the installation of certain equipment in “economic revitalization areas”; and, 13
WHEREAS, the Act provides that an economic revitalization area must be a geographic 14
area which is within the corporate limits of a city and which has become undesirable for, or 15
impossible of, normal development and occupancy because of lack of development, cessation of 16
growth, deterioration of improvements or character of occupancy, age, obsolescence, substandard 17
building or other factors which have impaired values or prevent a normal development of property 18
or use of property; and, 19
WHEREAS, the Act authorizes the Common Council of the City of Carmel, Indiana (the 20
“Council”) to designate economic revitalization areas by following a procedure involving adoption 21
of a preliminary resolution, publication of a notice of a public hearing, conducting a public hearing 22
and adoption of a final resolution confirming the preliminary resolution and the tax abatement; 23
and, 24
WHEREAS, the Council believes that it is in the best interests of the citizens of the City 25
of Carmel (the “City”) to create an economic revitalization area designation in a manner whereby 26
citizens of the City will benefit from the creation of permanent jobs, expansion of the property tax 27
base, and protection of private investment; and, 28
29 Resolution CC 11-18-24-06 30
Page One of Six Pages 31
Sponsor: Councilors Joshi and Worrell
This Resolution was prepared by Sergey Grechukhin, Carmel Transactions Chief, on November 12, 2024. No subsequent revision to this Resolution has been reviewed by Mr. Grechukhin for legal sufficiency or otherwise.
WHEREAS, the Alliance for Cooperative Energy Services Power Marketing LLC d/b/a 32
ACES Power, (the “Company”), has filed a Statement of Benefits Form (SB-1) with the City, a 33
copy of which is attached hereto and fully incorporated herein; and, 34
WHEREAS, the Company requested that the real estate located at 4140 W 99th Street, 35
Carmel, Indiana (the “Project Site”) be designated as an Economic Revitalization Area for the 36
purpose of achieving property tax savings in connection with the acquisition and installation of 37
certain depreciable personal property (the “Project”) at the Project Site; and, 38
WHEREAS, the Project Site is shown and described on Exhibit A, which is attached 39
hereto and incorporated herein by this reference, and is presently part of Hamilton County Tax 40
Parcel 17-13-07-00-10-005.000 and State Parcel Number 29-13-07-010-005.000-018; and, 41
WHEREAS, the Company has operations in Arizonia, Minneapolis and North Carolina 42
and all were considered for this expansion project, with Carmel being the preferred location 43
pending finalization of project incentives; and, 44
WHEREAS, the Company committed to invest Six Million Five Hundred Thousand 45
Dollars ($6,500,000) in tangible personal property at the Project Site, of which Four Million 46
Dollars ($4,000,000) will qualify for personal property tax abatement as new IT equipment (new 47
IT equipment is hereinafter referred to as “Eligible Personal Property”); and, 48
WHEREAS, the Company anticipates retention of two hundred fourteen (214) existing 49
full-time employees compensated at an average annual wage of One Hundred Thirty Thousand 50
Dollars ($130,000) per year (excluding overtime and benefits) at the Project Site as a result of the 51
Project. The Company also anticipates adding approximately forty-five (45) new full-time 52
employees compensated at an average annual wage of One Hundred Eighteen Thousand Dollars 53
($118,000) per year (excluding overtime and benefits) as a result of the Project; and, 54
Resolution CC 11-18-24-06 55
Page Two of Six Pages 56
57
Sponsor: Councilors Joshi and Worrell
This Resolution was prepared by Sergey Grechukhin, Carmel Transactions Chief, on November 12, 2024. No subsequent revision to this Resolution has been reviewed by Mr. Grechukhin for legal sufficiency or otherwise.
WHEREAS, all anticipated investments will be complete and new full-time employees 58
hired before December 31, 2028; and, 59
WHEREAS, the Council, on October 21, 2024, passed Preliminary Resolution CC 10-07-60
24-04 which preliminarily designated the Project Site as an Economic Revitalization Area and 61
established schedules for deductions to the assessed value of Eligible Personal Property located at 62
the Project Site; and, 63
WHEREAS, a Notice of Adoption of the Preliminary Resolution and Notice of Public 64
Hearing to be held on November 18, 2024, was duly published in the Current newspaper on the 5 65
day of November, 2024; and, 66
WHEREAS, the public hearing advertised in the above notice has been held. 67
68
BASED UPON THE ABOVE, IT IS THEREFORE RESOLVED, by the Common Council 69
of the City of Carmel as follows: 70
1. The request for an economic revitalization area designation relative to the Project 71
was properly made and the Statement of Benefits Form (SB-1), which was filed as of September 72
4, 2024, is hereby approved by the Council. 73
2. The Project Site is located in an area of the City where municipal services are 74
provided and no additional infrastructure will be necessitated by the Project. 75
3. Project Site is zoned for and is generally suitable for the proposed expanded use of 76
commercial office and is consistent with the site’s existing development pattern; however, given 77
the age of the facility at the Project Site and the complexity of the technology systems being 78
installed at the site, and security systems and structures required, investment in the Eligible 79
Personal Property will require significant additional investment in real property improvements to 80
accommodate the Project making it undesirable for normal development. 81
Resolution CC 11-18-24-06 82 Page Two of Six Pages 83
4. Evidence has been submitted and considered which established that the Project will 84
Sponsor: Councilors Joshi and Worrell
This Resolution was prepared by Sergey Grechukhin, Carmel Transactions Chief, on November 12, 2024. No subsequent revision to this Resolution has been reviewed by Mr. Grechukhin for legal sufficiency or otherwise.
further and promote municipal development objectives by expansion of the property tax base 85
through the purchase and installation of the Eligible Personal Property including, but not limited 86
to, servers and related hardware, computer storage hardware, laptops, computer network switches 87
and other network equipment, date center equipment (batteries and cooling units), large format 88
monitors and phone system hardware. 89
5. The Council hereby designates the Project Site as an Economic Revitalization Area 90
for purposes of establishing a deduction to the assessed value of Eligible Personal Property 91
acquired and installed within the building located upon the Project Site. 92
6. The deduction provided by this Resolution shall be for the assessed value of all 93
Eligible Personal Property installed at the Project Site on or after November 18, 2024, and for a 94
period of five (5) years from the date of the first full assessment of the Eligible Personal Property 95
located at the Project Site. The Council further designates that the economic revitalization area 96
designation declared by this Resolution shall expire on December 31, 2028. The Company agrees 97
to not file any appeal of annual tax assessments over the course of the five (5) year period. The 98
Council hereby finds, declares and determines that deductions from the assessed value of the Eligible 99
Personal Property approved by this Resolution shall be allowed pursuant to the following five (5) 100
year deduction schedule, which the Common Council hereby establishes, prescribes and adopts: 101
YEAR OF DEDUCTION PERCENTAGE OF DEDUCTION 102
1st 75% 103
2nd 75% 104
3rd 75% 105 4th 75% 106 5th 75% 107 6th 0% 108
109
110 Resolution CC 11-18-24-06 111 Page Four of Six Pages 112 113
7. In support of the deductions contained in this Resolution, the Council makes the 114
Sponsor: Councilors Joshi and Worrell
This Resolution was prepared by Sergey Grechukhin, Carmel Transactions Chief, on November 12, 2024. No subsequent revision to this Resolution has been reviewed by Mr. Grechukhin for legal sufficiency or otherwise.
following FINDINGS: 115
a. The estimated cost of the Eligible Personal Property investment presented by 116
the Company is reasonable for equipment of that type. 117
b. The estimate of the number of individuals who will be employed or whose 118
employment will be relocated by the Company can be reasonably expected to 119
result from the installation of the Eligible Personal Property. 120
c. The annual salaries for the individuals who will be employed or whose 121
employment will be relocated by the Company can reasonably be expected to 122
result from the installation of the Eligible Personal Property. 123
d. Based on the increased assessed valuation and the expansion of the employment 124
base within the City of Carmel, the benefits to the City are sufficient to justify 125
the granting of the deduction described in Section 6 above. 126
8. The deductions provided by this Resolution are subject to the Company’s 127
compliance with the terms of the Agreement entered into between the City and the Company, and 128
the requirements contained in Ind. Code § 6-1.1-12.1, and may only be modified or terminated by 129
according to the procedures contained in Ind. Code § 6-1.1-12.1-5.9. 130
9. A copy of this Resolution shall be filed with the Hamilton County Assessor as 131
required by Ind. Code § 6-1.1-12.1-2.5. 132
133
134
135 Signature page to follow 136 137 138
139
140 Resolution CC 11-18-24-06 141 Page Five of Six Pages 142 143
144
Sponsor: Councilors Joshi and Worrell
This Resolution was prepared by Sergey Grechukhin, Carmel Transactions Chief, on November 12, 2024. No subsequent revision to this Resolution has been reviewed by Mr. Grechukhin for legal sufficiency or otherwise.
SO RESOLVED, by the Common Council of the City of Carmel, Indiana, this ____ day 145 of ________, 2024, by a vote of _____ ayes and _____ nays. 146
147 COMMON COUNCIL FOR THE CITY OF CARMEL 148 149 ___________________________________ 150 Anthony Green, President Adam Aasen, Vice-President 151
152
153 ___________________________________ ____________________________________ 154
Jeff Worrell Teresa Ayers 155 156
157 ___________________________________ ____________________________________ 158 Shannon Minnaar Anita Joshi 159 160
161 ___________________________________ ____________________________________ 162
Ryan Locke Matt Snyder 163
164 165 ___________________________________ 166 Rich Taylor 167
168
ATTEST: 169 170 _________________________________ 171 Jacob Quinn, Clerk 172
173
Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of 174 175 _________________________ 2024, at _______ __.M. 176 177
____________________________________ 178
Jacob Quinn, Clerk 179 180 Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of 181 182
________________________ 2024, at _______ __.M. 183
184 ____________________________________ 185 Sue Finkam, Mayor 186 ATTEST: 187
188
___________________________________ 189 Jacob Quinn, Clerk 190 191 Resolution CC 11-18-24-06 192
Page Six of Six Pages 193
SPONSOR(S): Councilors Green and Taylor
This Ordinance was originally prepared by Sergey Grechukhin, Carmel Transactions Chief, on 10/25/24. It may have been subsequently revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Grechukhin
for legal sufficiency or otherwise.
ORDINANCE NO. _D-2747-24 1 2 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, 3
INDIANA, ESTABLISHING LAKE CITY BANK AS THE FINANCIAL INSTUTITION 4 FOR PUBLIC MONIES OF THE CITY 5 6 Synopsis: Ordinance establishes Lake City Bank as the financial institution for the City of 7 Carmel depository of public monies. 8 9
WHEREAS, Indiana Code Section 5-13-7-5 (hereinafter “IC”) designates Carmel’s fiscal 10
body as a local board of finance that is authorized to designate a financial institution as a depository 11
of public monies pursuant to IC 5-13-8; and 12 13 WHEREAS, IC 5-13-8-9 requires that public monies be deposited in a financial institution 14 located within the territorial limits of the political subdivision (hereinafter “City”); and 15
16 WHEREAS, IC 5-13-8-1(a)(1) further requires that public monies be deposited in a 17 depository eligible to receive state funds; and 18 19 WHEREAS, the Chief Financial Officer/Controller of the City (hereinafter “Fiscal 20
Officer”) has initiated a process that allowed various financial institutions who qualify to be 21 depositories for public monies of the City under IC 5-13 to present proposals to the Fiscal Officer, 22 detailing their services and pricing; and 23 24 WHEREAS, the Fiscal Officer received proposals from qualified financial institutions; and 25
26 WHEREAS, the Fiscal Officer reviewed proposals and the proposed net earnings and fees 27 contained in each proposal; and 28 29 WHEREAS, the Fiscal Officer worked with and consulted with the City’s fiscal advisor and 30
the City’s legal staff throughout the process; and 31 32 WHEREAS, the Fiscal Officer also reviewed the fees associated with internet banking, as 33 well as all other applicable fees and charges; and 34
35 WHEREAS, the Fiscal Officer chose the most competitive proposal and performed 36 substantial due diligence and investigation of that financial institution; and 37 38 WHEREAS, Lake City Bank was found to offer all needed services per City’s 39
specifications, and proposes to return the highest amount of net earnings over charges; and 40
41 WHEREAS, the Fiscal Officer recommends that the City select Lake City Bank as the 42 City’s depository, 43 44
45
Ordinance No. D-2747-24 46 Page One of Three 47
SPONSOR(S): Councilors Green and Taylor
This Ordinance was originally prepared by Sergey Grechukhin, Carmel Transactions Chief, on 10/25/24. It may have been subsequently revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Grechukhin
for legal sufficiency or otherwise.
48
49 THEREFORE BE IT RESOLVED by the Common Council that Lake City Bank is hereby 50 designated and approved as a depository for public monies of the City of Carmel, Indiana, and is 51 authorized to perform banking services specified in the request for proposals and associated 52
contractual documents. 53
54 FURTHER BE IT RESOLVED that the City’s Chief Financial Officer/Controller is 55 authorized to finalize and execute any necessary agreements with Lake City Bank on the City’s 56 behalf to effectuate the provisions of this Ordinance. 57
58 PASSED by the Common Council of the City of Carmel, Indiana, this ____ day of 59 ________, 2024 by a vote of _____ ayes and _____ nays. 60 61 62
63 64 [remainder of page left intentionally blank] 65 66 67
68 69 70 71 72
73 74 75 76 77
78 79 80 81
82
83 84 85 86
87
88 89 90 91
92
Ordinance No. D-2747-24 93 Page Two of Three 94
SPONSOR(S): Councilors Green and Taylor
This Ordinance was originally prepared by Sergey Grechukhin, Carmel Transactions Chief, on 10/25/24. It may have been subsequently revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Grechukhin
for legal sufficiency or otherwise.
95 COMMON COUNCIL FOR THE CITY OF CARMEL 96 97 98 ___________________________________ 99
Anthony Green, President Adam Aase, Vice-President 100
101 102 ___________________________________ ____________________________________ 103 Jeff Worrell Teresa Ayers 104
105
106 ___________________________________ ____________________________________ 107 Shannon Minnaar Anita Joshi 108 109
110 __________________________________ ___________________________________ 111 Ryan Locke Matt Snyder 112 113 114
___________________________________ 115 Rich Taylor 116 117 ATTEST: 118 __________________________________ 119
Jacob Quinn, Clerk 120 121 Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of 122 _________________________ 2024, at _______ __. M. 123 124
____________________________________ 125 Jacob Quinn, Clerk 126 127 Approved by me, Mayor of the City of Carmel, Indiana, this ________day of 128
_______________________2024, at _______ __.M. 129
130 ____________________________________ 131 Sue Finkam, Mayor 132 ATTEST: 133
___________________________________ 134
Jacob Quinn, Clerk 135 136 137 138
Ordinance No. D-2747-24 139
Page Three of Three 140 141
Lake City Bank 2024
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BANKING SERVICES AGREEMENT THIS AGREEMENT FOR BANKING SERVICES (“Agreement”), being previously approved by Carmel City Council, is hereby entered into by and between the City of Carmel, Indiana (“City”), and Lake
City Bank, an Indiana banking corporation (“Bank”).
RECITALS WHEREAS, City issued a Request for Proposal to obtain a qualified public depository to provide
banking services to City (“RFP”); and
WHEREAS, Bank has provided City with a written proposal in response to the RFP to provide the services as described and set out in the RFP (“Proposal”); and
WHEREAS, City desires to accept Bank’s proposal for Bank to render the services to City as provided herein; and WHEREAS, Bank further warrants that it is experienced and capable of performing the services hereunder in a professional and competent manner; and
WHEREAS, the purpose of this Agreement is to set forth certain terms and conditions for the provision of banking services by Bank to City; and WHEREAS, City finds entering this Agreement with Bank serves a valid public purpose.
NOW THEREFORE, City hereby engages the services of the Bank, and in consideration of the mutual promises herein contained, the sufficiency of which is hereby acknowledged by both parties, the parties agree as follows:
TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Bank acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement’s terms and conditions.
2. PERFORMANCE: City agrees to procure banking services (the “Banking Services”) from Bank. Bank will perform the requirements of this Agreement by applying at all times the highest technical and industry standards.
3. WARRANTY: Bank expressly warrants that the Banking Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided in the City’s RFP, issued on or about April 29, 2024. Bank expressly warrants that the Banking Services shall be provided in a timely manner, with due diligence and professional competence, meet or exceed
industry standards for quality, and shall be free from defects. Bank acknowledges that it knows of City’s intended purpose and expressly warrants that the Banking Services provided to City pursuant to this Agreement have been selected by Bank based upon City’s stated purpose and are fit and sufficient for their particular purpose.
Lake City Bank 2024
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4. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. The Bank agrees to designate a qualified employee to serve as the Bank's representative to
City (the "Bank’s Representative"). The Bank’s Representative shall be authorized and responsible
to act on behalf of the Bank with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. 5. AGREEMENT DOCUMENTS AND SCOPE OF SERVICES:
Bank’s scope of services includes providing the City with banking services as more specifically set
forth in the RFP, as further described in the Proposal and the Master Digital Banking Services Agreement (“Scope of Services”). This Agreement incorporates the following documents together with any references, addenda, and attachments thereto, that are attached hereto as Exhibit A and fully incorporated by reference herein (“Contract Documents”):
a. City’s RFP; b. Bank’s RFP Proposal; c. Master Digital Banking Services Agreement; d. Business Checking Account Terms and Conditions;
e. Business Resolution: Deposit Accounts. The Scope of Services shall be performed by Bank or under its supervision and all personnel engaged in performing the Scope of Services shall be fully qualified and, if required, authorized or permitted under the federal, state and local law to perform such Scope of Services.
6. RECORDS AND INSPECTIONS: Bank shall maintain full and accurate records with respect to all matters covered under this agreement for at least three (3) years after the expiration or early termination of this Agreement. City shall have free access upon reasonable notice to Bank and at all proper times to such records
and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities relating to the Banking Services. 7. DEFAULT: In the event Bank: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Bank’s warranties; (b) fails to provide the Banking Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Banking Services and does not cure such failure or breach pursuant to Section 20 hereof; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1)
terminate all or any parts of this Agreement,; and (2) exercise all other rights and remedies available to City at law and/or in equity. Notwithstanding the foregoing, upon such termination, the City shall pay any funds due and owing to Bank for Banking Services performed by Bank prior to the date of termination.
8. GOVERNMENT COMPLIANCE: Bank agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Bank’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Bank agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of
Lake City Bank 2024
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such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the
termination of this Agreement. Further, the Bank agrees to obtain and maintain throughout the term of this Agreement all such licenses as are required to do business in the State of Indiana, the City of Carmel, and in Hamilton County, Indiana, including, but not limited to, any and all licenses required by the respective state boards and other governmental agencies responsible for regulating and
licensing the services to be provided and performed by the Bank pursuant to this Agreement.
9. NONDISCRIMINATION: Bank represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Banking Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status.
10. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Bank is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and
to execute the Affidavit attached herein as Exhibit B, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Bank shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Bank subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as
regards each such subcontractor. Should the Bank or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist.
11. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
12. NON-ASSIGNMENT: Bank shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent.
13. RELATIONSHIP OF PARTIES: The Parties agree and acknowledge that relationship of the parties hereto shall be as provided for in this Agreement, and neither Bank nor any of its agents, employees or contractors are employees of City. Bank shall have the sole responsibility to pay to or for its agents, employees and contractors
all statutory, contractual and other benefits and/or obligations as they come due. Unless explicitly
agreed upon by the Parties in writing, the Bank shall not allow its employees, agents, or contractors to perform services for the City or incur any costs, fees, or expenses outside the Scope of Services defined herein.
Lake City Bank 2024
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14. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, excluding its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and
has jurisdiction over same.
15. DISPUTES: Bank agrees that if a dispute arises between the parties, insofar as is possible under the terms of the Agreement, each party shall continue to perform the obligations required of it while the dispute is
outstanding, unless the parties are barred by injunction from doing so or either parties defaults
pursuant to Paragraph 7. 16. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 19. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Office of Corporation Counsel
One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square Carmel, Indiana 46032 If to Bank: Lake City Bank
202 East Center Street Warsaw, IN 46580 Notwithstanding the above, notice of termination under paragraph 20 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5)
business days from the date of such oral notice.
20. TERMINATION: 20.1 Notwithstanding anything to the contrary contained in this Agreement and subject to a defaulting Party’s right to cure as set forth below, either Party may, upon notice of default
to the other Party, terminate this Agreement for cause in the event of a material default by
the other Party. In the event of such termination, Bank shall be entitled to receive only payment for the undisputed invoice amount representing conforming Banking Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously
agreed in writing to a greater amount.
Cure Period: The defaulting Party shall have thirty (30) days from the date of the notice of default to cure such default (“Cure Period”). If the defaulting Party fails to cure the default within the Cure Period, the termination shall be effective immediately upon the expiration of the Cure Period.
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20.2 Either Party may terminate this Agreement at any time upon ninety (90) days prior notice to the other party. In the event of such termination, Bank shall be entitled to receive only payment for the undisputed invoice amount of conforming Banking Services delivered as of
the date of termination.
20.3 The City may terminate this Agreement pursuant to Paragraph 9 hereof, as appropriate. 20.4 If sufficient funds are not appropriated or encumbered to pay for the Banking Services by
the City’s fiscal body in 2026 or subsequent budgets, either Party may terminate this
Agreement upon at least thirty (30) days prior notice to the other Party. 21 REPRESENTATIONS AND WARRANTIES: The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent. 22. ADDITIONAL BANKING SERVICES: Bank understands and agrees that City may, from time to time, request Bank to provide additional Banking Services to City. When City desires additional Banking Services from Bank, the City
shall notify Bank of such additional Banking Services desired, as well as the time frame in which same are to be provided. Only after City has approved Bank’s time and cost estimate for the provision of additional Baking Services, has encumbered sufficient monies to pay for same, and has authorized Bank, in writing, to provide such additional Banking Services, shall such Banking Services be provided by Bank to City. A copy of the City’s authorization documents for the
purchase of additional Banking Services shall be numbered and attached hereto in the order in which they are approved by City. Bank shall not make changes in the Scope of Services which would increase the City’s liability, increase the compensation paid to the Bank, if any, have a material adverse effect on City. Additional Banking Services or materials provided without written authorization shall be done at the Bank’s sole risk and without payment from the City.
23. TERM: Unless terminated earlier in accordance with the termination provisions set forth in Paragraph 20 above, this Agreement shall remain in effect for a period of two (2) years from the Effective Date. This Agreement shall automatically renew for successive two (2) year periods, unless otherwise
terminated or agreed by the Parties hereto. Upon renewal, the terms of the agreement, set forth in Paragraph 6 hereinabove, may be adjusted to reflect current market terms to be agreed upon by the City and Bank. Upon termination of the Agreement by either party, Bank shall maintain all terms and conditions of the Agreement for a transition period of 90 days while accounts are closed.
24. DATA AND INFORMATION PROTECTION: A. Definitions. Capitalized terms used in this Section shall have the meanings set forth, below:
"Authorized Persons" means (i) the Bank's employees; and (ii) the Bank's subcontractors and agents
who have a need to know or otherwise access Personal Information to enable the Bank to perform
its obligations under this Addendum and the Agreement, and who are bound in writing by
confidentiality and other obligations sufficient to protect Personal Information in accordance with
the terms and conditions of this Addendum and the Agreement.
Lake City Bank 2024
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"Highly Sensitive Personal Information" means an (i) individual's government-issued identification
number (including Social Security number, driver's license number, or state-issued identification
number); (ii) financial account number, credit card number, debit card number, or credit report
information, with or without any required security code, access code, personal identification
number, or password that would permit access to an individual's financial account; or (iii) biometric,
genetic, health, medical, or medical insurance data.
"Personal Information" means information provided to the Bank by or at the direction of the City,
information which is created or obtained by the Bank on behalf of the City, or information to which
access was provided to the Bank by or at the direction of the City, in the course of the Bank's
performance under this Addendum and the Agreement that: (i) identifies or can be used to identify
an individual (including, without limitation, names, signatures, addresses, telephone numbers, email
addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including,
without limitation, employee identification numbers, government-issued identification numbers,
passwords or PINs, user identification and account access credentials or passwords, financial
account numbers, credit report information, student information, biometric, health, genetic, medical,
or medical insurance data, answers to security questions, and other personal identifiers), in case of
both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal Information.
"Security Breach" means (i) any act or omission that compromises either the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by the Bank or any Authorized Persons, or by the City should the Bank have access to the City's systems, that relate to the protection of the security,
confidentiality, or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of the Bank or any Authorized Persons or a breach or alleged breach of this Addendum and/or Agreement relating to such privacy and data security practices. Without limiting the foregoing, a compromise shall include any unauthorized access to or disclosure or acquisition of Personal Information.
B. STANDARD OF CARE:
i. Bank acknowledges and agrees that, during the term of the Agreement, Bank may create, receive, or have access to Personal Information. For any Personal Information, Bank
shall comply with this Section in its creation, collection, receipt, transmission, storage,
disposal, use, and disclosure of such Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession by all Authorized Persons. Bank shall be responsible for, and remain liable to, the City for the actions and
omissions of all Authorized Persons concerning the treatment of Personal Information.
ii. Personal Information is deemed to be Confidential Information of the City and is not
Confidential Information of Bank.
iii. Bank agrees and covenants that it shall:
iv. Keep and maintain all Personal Information in strict confidence, using such degree of
care as is appropriate to avoid unauthorized access, use, or disclosure;
a. Not create, collect, receive, access, or use Personal Information in violation of law;
Lake City Bank 2024
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b. Use and disclose Personal Information solely and exclusively for the purposes for
which the Personal Information, or access to it, is provided pursuant to the terms and
conditions of this Addendum and the Agreement, and not use, sell, rent, transfer,
distribute, or otherwise disclose or make available Personal Information for Bank's
own purposes or for the benefit of anyone other than the City, in each case, without
the City's prior written consent; and
c. Not directly or indirectly, disclose Personal Information to any person other than
Authorized Persons, without the City's prior written consent.
v. Bank shall implement and maintain a written information security program, including
appropriate policies, procedures, and risk assessments.
vi. If Bank has access to or will collect, access, use, store, process, dispose of, or disclose
credit, debit, or other payment cardholder information, Bank shall, at all times, remain
in compliance with the Payment Card Industry Data Security Standard ("PCI DSS")
requirements, including remaining aware at all times of changes to the PCI DSS and
promptly implementing all procedures and practices as may be necessary to remain in
compliance with the PCI DSS, in each case, at Bank's sole cost and expense.
vii. At a minimum, Bank's safeguards for the protection of Personal Information shall
include:
i. limiting access of Personal Information to Authorized Persons; (ii) securing business
facilities, data centers, paper files, servers, backup systems, and computing
equipment, including, but not limited to, all mobile devices and other equipment with
information storage capability; (iii) implementing network, application, database,
and platform security; (iv) securing information transmission, storage, and disposal;
(v) implementing authentication and access controls within media, applications,
operating systems, and equipment; (vi) encrypting Highly Sensitive Personal
Information stored on any media; (vii) encrypting Highly Sensitive Personal
Information transmitted over public or wireless networks; (viii) strictly segregating
Personal Information from information of Bank or its other customers so that
Personal Information is not commingled with any other types of information; (ix)
conducting risk assessments, penetration testing, and vulnerability scans and
promptly implementing, at Bank's sole cost and expense, a corrective action plan to
correct any issues that are reported as a result of the testing; (x) implementing
appropriate personnel security and integrity procedures and practices, including, but
not limited to, conducting background checks consistent with applicable law; and
(xi) providing appropriate privacy and information security training to Authorized
Persons.
C. Security Breach. Bank shall:
i. Notify the City of a Security Breach as soon as practicable, but no later than four (4) business
days after Bank becomes aware of it.
Lake City Bank 2024
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ii. Immediately following Bank's notification to the City of a Security Breach, the Parties shall
coordinate with each other to investigate the Security Breach. Upon request, and if necessary
for reporting, audit, insurance claim, or otherwise required to comply with applicable law,
Bank shall make available all relevant records, logs, files, data reporting, and other materials
related to Security Breach.
iii. Bank shall, at its own expense, use best efforts to immediately contain and remedy Security
Breach and prevent any further Security Breach according to Bank’s incident response
procedures. Further, Bank shall take all any necessary or required actions to comply with
applicable privacy rights, laws, regulations, and industry standards. Bank shall reimburse
the City for all actual costs incurred by the City in responding to, and mitigating damages
caused by any Security Breach, including all costs of notice and/or remediation.
iv. Bank agrees to maintain and preserve all documents, records, and other data related to any
Security Breach.
v. Bank agrees to fully cooperate, at its own expense, with the City in any litigation,
investigation, or other action deemed necessary by the City to protect its rights relating to
the use, disclosure, protection, and maintenance of Personal Information.
D. Return or Destruction of Personal Information. At any time during the term of the Agreement,
at the City's written request or upon the termination or expiration of the Agreement for any
reason, Bank shall, and shall instruct all Authorized Persons to, promptly return to the City all
copies, whether in written, electronic, or other form or media, of Personal Information in its
possession or the possession of such Authorized Persons, or securely dispose of all such copies,
and certify in writing to the City that such Personal Information has been returned to the City or
disposed of securely. Bank shall comply with all directions provided by the City with respect to
the return or disposal of Personal Information.
E. Cyber Liability Insurance. Bank shall maintain cyber liability insurance coverage of not less than $1,000,000 each claim and annual aggregate providing coverage for damages and claims
expenses, including notification expenses, arising from (1) breach of network security, (2) alteration, corruption, destruction or deletion of information stored or processed on a computer system, (3) invasion of privacy, including identity theft and unauthorized transmission or publication of personal information, (4) unauthorized access and use of computer systems, including hackers, (5) the transmission of malicious code, and (6) website content, including
claims of libel, slander, trade libel, defamation, infringement of copyright, trademark and trade dress and invasion of privacy. 25. HEADINGS: All heading and sections of this Agreement are inserted for convenience only and do not form a part
of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 26. BINDING EFFECT: The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement. 27. NO THIRD PARTY BENEFICIARIES: This Agreement gives no rights or benefits to anyone other than City and Bank.
Lake City Bank 2024
9
28. IRAN CERTIFICATION:
Pursuant to I.C. § 5-22-16.5, the Bank shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 29. CONFIDENTIALITY OF INFORMATION:
Bank understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-
3-2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. Information provided to Bank by City that is exempted from
disclosure under the Access to Public Records Act shall be treated as confidential. Bank shall not
release any confidential information without prior written consent from the City, except as may be required by law. 30. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 31. ENTIRE AGREEMENT:
This Agreement, together with the Contract Documents, as defined herein, along with any exhibits attached hereto or thereto, or referenced herein or therein, collectively constitute the entire agreement between Bank and City with respect to the subject matter hereof, and supersede all prior oral or written representations and agreements regarding same. To the extent any other provision, term or condition set forth herein shall conflict with any provision, term or condition contained in
any of the Contract Documents, the provision, term or condition contained in any such Contract Document shall govern and prevail; provided, however, that in such a conflict situation governed strictly by Sections 8, 9, 10, 23, 28 and 29 of this Agreement, then such provision, term or condition of this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Lake City Bank
By: By:
Authorized Signature Date:
Printed Name
Lake City Bank 2024
10
Title
FID/TIN: Date:
REQUEST FOR PROPOSAL CITY OF CARMEL BANKING SERVICES
Objective The City of Carmel, Indiana (the “City”) is issuing this Request for Proposal to select a primary banking services provider and partner. The City’s goal is to minimize banking costs and maximize interest earnings, while maintaining excellent customer service, operational efficiency, and security and fraud protection.
Schedule
Following is the schedule for key events:
Process Target Date Issuance of RFP Monday, April 29, 2024 Bidder Questions Due1 Monday, May 13, 2024 Responses to Questions Distributed Friday, May 17, 2024
Proposals Due2 Friday, May 24, 2024 Evaluation Period May – June 2024 Finalist Interviews/Presentations (if requested by City) Week of June 24, 2024 Announcement of Award June – July 2024 Anticipated Transition Start July – August 2024
The City reserves the right to modify this schedule or to waive any requirements or timelines expressed in this request for proposal.
1Requests for clarification or additional information must be made in writing and submitted by email to George Bawcum at Baker Tilly at George.Bawcum@BakerTilly.com no later than Monday, May 13, 2024.
2Each responding bidder shall deliver an electronic copy of their completed proposal to
George.Bawcum@BakerTilly.com on or before Friday, May 24, 2024, by 5:00 pm.
Required Information
The applicant must provide the following information to be considered:
•Address each of the services listed in Scope of Banking Services.
•Include the completed Pricing Worksheet (page 7) listing the services and fees both peritem and monthly.
•Availability schedule for collected funds.
•Description and samples of the monthly statements and reports, both electronic and paper,that the City would receive for the services provided by your institution.
•Reference list of names, telephone numbers, and contact persons for three (3) high-volumepublic funds deposit customers that may be contacted by the City.
•Detailed description of your bidder’s policies regarding information security and fraudprotection.
•Detailed description of the bidder’s disaster recovery plan.
Exhibit A
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Describe related services not requested in this bid proposal that the City might find desirable for either initial or future implementation. This description should also contain a listing of any costs
associated with these services. Selection Criteria Submitted responses will be judged on the following evaluation criteria:
• Scope of proposed services.
• Cost of services performed.
• Best net interest rate.
• Minimum balance requirements.
• Experience, expertise, and qualifications of key Bidder personnel assigned to the City.
• Financial strength and stability of the bidder.
• Location of full-service branch near City offices.
• Value of any new products or services suggested.
• Quality of customer service/problem resolution.
• Evidence of the bidder’s ability to meet the City’s technology needs, including ease of use, online security, administrative security, and usefulness of information available.
• Clarity, completeness, and timeliness of information provided to the City for evaluation.
• Quality of any in-person or virtual interview with the City.
• Responses to reference checks. The information supplied by the bidder as part of this RFP will become property of the City. Submitted responses to the RFP will be available to interested parties in accordance with the Indiana Access to Public Records Act (IC 5-14-3).
Transition and Implementation Expectations If the City selects a new partner, it will create a shared implementation plan with its existing financial institution and new partner and plan to complete a full transition within 60 days. For the first few months after transition, the City would expect to meet frequently with its designated account manager(s) to operationalize banking processes together. Thereafter, the City would expect
to meet periodically as new ideas or issues emerge. Terms and Conditions
1. The City reserves the right to (1) accept or reject any and all proposals and to waive any technicalities or irregularities involving any proposal and to cancel the RFP process at any time prior to entering into a formal contract for banking services, (2) not award a contract for any or all of the banking services that are the subject of this RFP process, (3) award contracts for banking services to separate banks, (4) negotiate contract terms acceptable to the City with the successful bank(s), (5) disregard all nonconforming, non-responsive or conditional proposals, and (6) reject the response of any bank which does not submit a proposal to the City’s satisfaction.
2. Respondents to this bid proposal may be requested to provide supplemental information or to
make a presentation in addition to their proposal. The City reserves the right to request additional information and/or presentations from any financial organization. Additional information may be presented in writing during a pre-selection interview.
3. The obligation and the performance of the bidder to whom the services are awarded under the resulting contract shall be subject to compliance with the provisions of Indiana Code 5-13 and all other applicable laws and ordinances.
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4. If the bidder to whom the services are awarded does not execute a contract within thirty (30) calendar days after the award, the City may give notice to such bidder of intent to award the contract
to the next most qualified bidder or to call for new proposals and may proceed to act accordingly. The City assumes no cost by the bidder in preparation, submission or presentation of their proposal. 5. The Pricing Worksheet indicates an estimate of the number of transactions for a typical month. This number is the City’s best estimate of the average volume, and the City in no way guarantees these as minimums or maximums. 6. All quotations shall be guaranteed for the entire duration of the contract. It is the intention of the City to engage the Bidder for an initial three-year term with optional extensions of one or more years.
7. The City reserves the right to terminate with 90-days written notice any contract arising from this bid proposal. Furthermore, the City may terminate the contract without prior written notice upon the failure of the selected bidder to comply with the terms and conditions of the proposal. Under no circumstances will any damages be paid by the City because of the termination of this contract. 8. The bidder must be a qualified Public Depository per applicable Indiana Statutes for the period of the contract, as well as a member of the Federal Reserve System.
9. The selected provider agrees that it will charge only for services contained in this bid proposal. Services not contained in this bid proposal will not be rendered or charged without the prior written consent of the City. 10. Sub-contracting by the proposer without written consent of the City is prohibited under the terms of this agreement.
11. Provider will give the City, or its authorized representative, the privilege of inspecting, examining, and auditing, with or without notice, during normal business hours, such business records which are directly relevant to any financial arrangement arising from this bid proposal. 12. The selected bidder shall agree to hold the City harmless from any claims and related expenses arising from your employees or agents providing the services agreed upon and arising from this process. This includes but is not limited to property damage, bodily injury, personal injury to third parties, and damage to premises of the City. Resolution of any disputes arising from this process will be subject to and conducted in accordance with the laws of the State of Indiana.
13. All proposals and related reference information submitted in response to this RFP will become the property of the City and will not be returned to the respondent. Each entity submitting a proposal waives any right of confidentiality as to the proposal documents. If an entity submitting a proposal
considers certain material in the proposal proprietary information, it shall clearly designate those portions of the proposal it wishes to remain confidential. As a public entity, the City is subject to making records available for public disclosure. The City will attempt to maintain the confidentiality
of material marked proprietary; however, it cannot guarantee that information will not be made public. Under no circumstances will any portion of a bidder’s price proposal be considered confidential.
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Scope of Banking Services 1. Account Structure The following transaction accounts are the subject of this Bid Request. The City’s objective is to minimize account maintenance fees and maximize the investment earnings of surplus funds while retaining the ability to distinguish among deposits to and disbursements from each of these accounts. Please provide a proposed account structure to meet these objectives.
Estimated Account Monthly Balance City General Operating $ 40,000,000
Utilities Deposit 1,250,000 Parks Primary 500,000 Medical Flex 100,000
Police Confiscation 150,000 Total $ 42,000,000 Zero or Low Balance Accounts City Payroll Ambulance Credit Card Parks Payroll Dept. of Community Services Credit Card Parks Secondary Police Credit Card Special Events Credit Card Fire Department Credit Card Golf Course Credit Card 2. On-Line Treasury Management Describe in detail your online capabilities for balance inquiry including immediate and delayed clearing balances, item image retrieval, wire and ACH transfer initiation, stop payments, exception item review using positive pay, and any other online information that will be
available to the City. In addition, please describe the training available and appropriate controls regarding the City’s accounts using online access.
3. Deposit Services The City currently receives approximately 200 check payments over the counter at cashier operations in City and Utility offices, and in other areas. Please describe your Remote Check
Deposit Services available to the City and clearly define costs and implementation procedures including equipment requirements. Describe your institution’s ability to provide depository services and state the location where branch deposits can be made. The City currently receives pick-up service for its Golf Course and Parks. Please state if this pick-up service or an alternative service is available. Describe the types of deposit bags you allow/require (e.g., coin bags, lockable deposit bags with keys, or disposable deposit bags). The City prefers disposable deposit bags. If you charge a fee for these bags, please list in the fee schedule.
4. Returned Checks All deposited checks that are returned will be sent back to the City and processed against the City’s account. The City desires to have a second presentment of the check for any NSF checks
that are deposited. Please describe your services and option for this service, including all costs.
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5. Disbursement Services, Positive Pay, and Automated Account Reconciliation The City disburses approximately 1,200 checks per month for which the City requires the use
of a payee positive pay account reconciliation and fraud prevention program. Please provide a description of the bidder’s ability to provide the following:
• Payee positive pay services with online transmission of check details,
• Positive pay exception item review and correction online,
• Teller positive pay for branch deposits,
• Online stop payment services,
• Electronic archival of cleared checks, and
• Online access to cashed check images. When will the City receive the information on positive pay exception item? When is the deadline for the City to review exceptions and notify the bidder to accept or reject? At the end of each month, the City requires information be provided electronically to reconcile its accounts. The electronic file shall be in the standard CSV (comma delimited) format for interfacing with the City’s financial system. Information is expected to be received within three business days of month-end and shall contain the date, account number, check number and amount. Please confirm the bidder’s ability to meet this requirement.
Does the Bidder provide a daily electronic reconciliation file of all checks cleared? Is the file in numerical sequence by check number, and does it include, at a minimum, check
numbers paid, date cleared, and amount? Does the check image file include both the front and back of the checks? For accounts with no check activity, can the account be designated as “post no checks” or is positive pay required? Describe how stale dated checks will be managed.
6. Wire Transfers The City requires the ability to wire transfer funds. Explain the procedure for the City to request and approve an outgoing wire transfer online and any dollar limitations. How soon will
outgoing wire transfers be executed? What is the cut-off time for the City to submit an online wire transfer and have it processed on the same day? Will the City receive email confirmation upon completion?
The accounts previously listed may receive wire transfers from state, federal and private sources. Please confirm all incoming wire transfers will receive same day credit regardless of time of receipt. In what manner and timeframe will the City be notified of incoming wires? 7. Short-Term Investment of Excess Funds
Please describe how the earnings credit and sweep investment rates are calculated. Include in the description any readily identifiable index used; for example, the Federal Funds Rate or 90-day Treasury Bill. If offering a short-term investment that pays a managed rate, please provide
24 months of rate history. If your bid includes an earnings credit, please also provide 24 months of earnings credit rate history. If your proposal has compensating balances as part of your bid, clearly state the formula for compensating balances and provide an example of the calculation.
Please state whether you will charge a reserve requirement for the accounts.
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8. Minimum Balance Requirements Please state any minimum balance requirements, if interest rates vary based on balances, whether you will charge a minimum balance fee, and the amounts of any minimum balance fees for the accounts. 9. ACH Services Automated Clearing House (ACH) Services will be required to perform payroll and other direct deposits for the City. Please describe your services in this area. What time does the bidder require the file from the City for payments to be made on a same-day, next-day, and two-day settlement?
What is the timeframe for receiving ACH positive pay exception information and providing a decision? Describe the bidder’s ACH positive pay services and ACH Debit block/filter services.
How is an ACH Reversal submitted to the bidder? 10. Monthly Service Charge Calculations
The selected bidder will prepare an account analysis statement for services rendered monthly. Please complete the attached pricing worksheet. Please describe the method of charging for services. The City prefers that all fees will be netted against net interest earned and posted only to the operating account. Will all per item charges remain fixed over the life of the contract? 11. Account Statements The City requires mailed and electronic monthly statements for the full calendar month for all accounts, including zero balance accounts. The Monthly Service Charge Report for a particular month will be completed and delivered within ten (10) days after the end of each month. Please confirm your ability to provide. 12. Customer Service/Problem Resolution The City will require the selected bidder to designate a senior officer as a liaison. This officer must be capable of coordination of all City activities with the bidder and be able to resolve any
problems or issues that may arise. Please include biographical information for all key bidder personnel that will be assigned to service the City.
13. Electronic Vendor Payments The City currently pays some vendors electronically and desires to continue its use of this form of payment. Please describe your electronic payment system including costs.
14. Other Value-Added Banking Services Please provide information for any services not otherwise identified in this RFP that the bidder would like the City to consider. Include all necessary attachments, fees, and discussion materials to clarify the services being offered.
Est. Monthly Per Item Monthly
Standard Services Activity Charge Fee
Monthly Maintenance 14 -$
Paper Analysis Stmt Fee 14 -
Checks Paid 1,200 -
Deposits 125 -
Checks Deposited 200 -
Branch Deposited Cash 5,000 -
Check Return/Chargeback 3 -
Deposit Admin Fee (,000s)42,000 -
Electronic Debits 90 -
Incoming Wire 1 -
Online Outbound Domestic 30 -
Online Outbound USD Intl 1 -
Other _______-
Other _______-
Other _______-
Reconciliation
Reconciliation Maintenance 1 -
Reconciliation Per Item 1,200 -
Positive Pay Maintenance 1 -
Positive Pay per Item 1,200 -
Positive Pay Daily Email Alert 31 -
Recon Other _________-
ACH
Online ACH Monthly 14 -
ACH Credit Received 425 -
ACH Debit Received 90 -
ACH Credit Originated 10 -
ACH Debit Originated 50 -
ACH Addenda Originated 3 -
ACH Return Transaction 1 -
ACH Notification of Change 1 -
ACH Unworked NOC 1 -
ACH File Processed 3 -
ACH Advice File 1 -
ACH Return/NOC Report 1 -
ACH Positive Pay Maint.-
ACH Other__________-
PRICING WORKSHEET
Page 7
Est. Monthly Per Item Monthly
Image Services Activity Charge Fee
Check Imaging per Account 1 -
Base Fee 1 -
7 yr Paper Payments 1 -
7 yr Paper Remits 1 -
Information Reporting
Online Wire Module 3 -
Online ACH Module 14 -
Online Stop Payment Base Fee 1 -
Online Prior Day Base 1 -
Online Prior Day per Account 14 -
Online Prior Day Detail -
Online Intraday Base 1 -
Online Intraday per Account 14 -
Online Intraday Detail -
Other Fees
_______________________-
_______________________-
_______________________-
_______________________-
PRICING WORKSHEET
Page 8
Page 1
KD_13721294_8.docx
MASTER DIGITAL BANKING SERVICES AGREEMENT
(COMMERCIAL BANKING CLIENTS)
THIS MASTER DIGITAL BANKING SERVICES AGREEMENT (“Master Agreement” or this
“Agreement”) is made between Company and LAKE CITY BANK, an Indiana banking corporation
(“Bank”). This Agreement sets forth the general terms and conditions for Company’s use of any digital
banking services, including any treasury management services (each individually a “Service” and
collectively the “Digital Banking Services” or the “Services”) that Bank may make available to Company.
Bank may require Company to submit to, and execute, separate Services Addenda in addition to this
Agreement, prior to providing certain Services to Company. Company understands and agrees that this
Agreement and the Related Agreements are the complete and exclusive statement of the agreement between
the parties with respect to the Services provided to Company by Bank and supersedes any prior
agreement(s) between Bank and Company with respect to such Services. Company acknowledges that it
has received this Agreement, and any Related Agreements, and that use of the Services will constitute
acceptance by Company of the Agreements and Related Agreements. The terms of this preamble are
binding upon the parties hereto.
A.GENERAL TERMS
1 Definitions. As used in this Agreement, the following terms will have the following meanings unless
otherwise stated for a particular Service:
1.1 “Access Credential(s)” has the meaning given that term in Section A.6.1 below.
1.2 “Account” means any commercial demand or time deposit account maintained with Bank as
designated on Company’s Application from time to time (and shall include loan accounts where so
indicated on Company’s Application, if permitted for specific Services), or any other account that
requires use of the Services, and as approved by Bank for Company’s use subject to any additional
terms that may apply.
1.3 “Account Terms and Conditions” means the “Terms and Conditions of Your Deposit Account”
which govern the operation and use of Company’s deposit Account with Bank, as they may be
amended from time to time.
1.4 “ACH” means an automated clearing house network used for electronic transfers of funds between
deposit accounts at financial institutions.
1.5 “ACH Operator” means a Federal Reserve Bank, including without limitation, the United States
Federal Reserve Bank of Chicago, or other entity that provides clearing, deliver, and settlement
services for ACH Entries, as defined by the Rules, and other services, all as more fully described
and defined in the Rules.
1.6 “ACH Transfer” means a funds transfer made through an electronic network for financial
transactions operated by an ACH Operator.
Tax ID
Effective Date
Page 2
1.7 “Administrator” means the person or persons appointed by the Primary Contact (or if the same
person as the Primary Contact, authorized by Company’s authorizing resolutions certified to Bank)
with the authority to act on behalf of Company with respect to the Services to be provided to
Company hereunder, and designated as such on the Application. If an Administrator is not
designated by Company, the Primary Contact shall be the Administrator.
1.8 “Applicable Law” means applicable state and federal laws, including without limitation, the
Uniform Commercial Code, as enacted in the State of Indiana, the Rules, the EFTA, federal, state
and local laws and regulations, each as may be amended from time to time, applicable to Bank or
Company, including, without limitation, Regulation CC, 12 CFR Part 229 (“Regulation CC”), all
“Operating Circulars” promulgated by the Board of Governors of the Federal Reserve System, and
the regulations promulgated by the Office of Foreign Assets Control (“OFAC”).
1.9 “Application” means the Digital Banking Services application completed by Company and
delivered to Bank as of the date hereof, as amended or modified thereafter from time to time.
1.10 “Authorization” means Company’s written request, instruction, or notification in any
form.
1.11 “Authorized User” means the person or persons authorized by the Administrator (or a
Service-specific administrator appointed by the Administrator, including but not limited to the DBS
Administrator) to access and use the Services as specified by the Administrator and communicated
to Bank.
1.12 “Available Funds” means funds on deposit in an Account and available for withdrawal
pursuant to Regulation CC and Bank’s applicable funds availability schedule and policies.
1.13 “Business Day” means any day, Monday through Friday, that Bank’s main office is open
for business, excluding federal holidays.
1.14 “Check” means a draft, payable on demand and drawn or payable through a bank chartered
by a state or the United States, whether or not negotiable, handled for forward collection, including
a substitute check, payable in United States dollars.
1.15 “Component” has the meaning set forth in Section A.4.11.
1.16 “Confidential Information” has the meaning set forth in Section A.7.
1.17 “Device” has the meaning set forth in Section A.4.8.
1.18 “Digital Banking Services” has the meaning set forth in Section B.2.
1.19 “Digital Password” means the password credential used in connection with the User ID to
access Services.
1.20 “EFTA” means the Federal Electronic Funds Transfer Act, 15 U.S.C. Section 1693, et.
seq. and Federal Reserve Regulation E, 12 C.F.R. Part 205.
1.21 “Enhancements” has the meaning set forth in Section A.16.
Page 3
1.22 “ENR” means the ACH Standard Entry Class code “Automated Enrollment Entry”.
1.23 “Entry” has the meaning given in the Rules.
1.24 “Improvements” has the meaning set forth in Section A.16.
1.25 “Item” means a Check, draft, note or other negotiable instrument.
1.26 “NACHA” means the National Automated Clearinghouse Association.
1.27 “Payment Order” means a request, order, instruction, or other directive for the payment,
transfer, withdrawal, or disposition of funds from any Account, including a wire or funds transfer,
or any amendment or cancellation thereof. The term “Payment Order” does not include any Item
drawn, issued, deposited, or anything similar by Company.
1.28 “Person” means an individual, a corporation, a limited liability company, an association,
a partnership, a trust or estate, a joint stock company, an unincorporated organization, a joint
venture, a government (foreign or domestic), any agency or political subdivisions thereof, or any
other entity
1.29 “Primary Contact” means the person or persons identified by Company on its Application
and in Company’s authorizing resolutions and certified to Bank as the primary contact person for
purposes of communicating with Bank regarding the Services and designating the Administrator
and Authorized Users. The Primary Contact may also be the Administrator.
1.30 “Related Agreement” means any Addenda or Supplement to this Agreement for Services
requested by Company from time to time, User Guides issued by Bank in connection with the
Services, the Security Procedures Supplement, as well as any other schedules, supplements, or
exhibits to the Addenda, Supplement, or the Application, the Account Terms and Conditions, and
all other agreements, policies and disclosures issued by Bank and governing the Account, as they
may be amended from time to time.
1.31 “RTP” real time payments made using The Clearing House Association’s Real-Time
Payment network.
1.32 “Rules” means the NACHA Operating Rules and Guidelines, as they may be amended
from time to time.
1.33 “Security Enhancements” has the meaning given it in the Security Procedures
Supplement.
1.34 “Security Procedures” means all of the security requirements described in the Security
Procedures Supplement attached hereto as Schedule I, whether mandatory or discretionary, as well
as those additional procedures that may be described in a Services Addendum.
1.35 “Service” or “Services” has the meaning set forth in the preamble to this Agreement.
1.36 “Services Addendum” or “Services Addenda” or “Addenda” means any addendum or
supplement with respect to one or more of the Services, and issued in connection with this
Agreement from time to time, as agreed to by Bank and Company.
Page 4
1.37 “Transaction” means any transaction on an Account, including a deposit, withdrawal, or
funds transfer made electronically by use of the Digital Banking Services.
1.38 “UCC” means Ind. Code Ann. § 26-1-4.1-101, et. seq.
1.39 “User Guide” means one or more operating manuals or guides provided by Bank to
Company, either online or in hard copy, in connection with certain of the Services set forth herein
to assist Company in using such Services.
1.40 “User ID” means Company’s user identification registered in connection with Services.
1.41 Unless otherwise defined in this Agreement, any capitalized term used in this Agreement
shall have the meaning ascribed by the Rules.
2 Applicability. This Agreement applies to any Services Bank provides Company in connection with an
Account. Bank has the sole discretion to determine whether Company or any Account is eligible for
any Service and may withdraw any prior eligibility determination at any time. Company or an Account
may not be eligible for all Services.
3 Incorporation; Order of Precedence; Rules of Construction.
3.1 The terms and conditions of this Agreement are incorporated into, and binding upon, each Related
Agreement. This Agreement and any applicable Related Agreements are intended to be read as
complementary to one another. To the extent of a direct conflict between the Agreement and any
Related Agreement, the Related Agreement shall control unless otherwise stated.
3.2 In the event performance of the Services provided herein in accordance with the terms of this
Agreement or any Related Agreement would result in a violation of any present or future statute,
regulation or government policy to which Bank is subject, and which governs or affects the
Transactions contemplated by this Agreement, then this Agreement and any relevant Related
Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation
or policy, and Bank shall incur no liability to Company as a result of such violation or amendment.
4 Standard Terms for Services. This section sets forth the standard terms and conditions which apply
to Company’s use of any Services.
4.1 Digital Passwords.
(a) Bank is entitled to act upon instructions received with respect to any Service under Company’s
User ID and Digital Password and without inquiring into the identity of the person using the
Digital Password. Company shall immediately change its Digital Password upon the first login.
Company agrees that it will not under any circumstances disclose its Digital Password to
anyone, including anyone claiming to represent Bank. The Company acknowledges that no one
from Bank will ever ask for a Digital Password, and that Bank employees do not need the
Digital Password for any reason.
(b) Company is liable for all Transactions made or authorized with the use of its User ID and
Digital Password. Bank has no responsibility for establishing the identity of any person who
uses the User ID and Digital Password. Company agrees that providing the User ID and/or
Digital Password to anyone or failure to safeguard its secrecy is done at its own risk. Should
any fraudulent or unauthorized Transactions occur as a result of the Company providing its
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User ID and/or Digital Password to anyone, Bank shall not be liable for any losses incurred by
Company in connection therewith. The Digital Password can be changed within the Digital
Banking Services portal. Bank recommends that the Company regularly change its Digital
Password. Company agrees that if it suspects the secrecy of its Digital Password has been
compromised, Company will immediately notify Bank of that fact and will immediately change
the Digital Password.
4.2 Indemnity. Company hereby agrees to indemnify, release, and hold Bank harmless from any and
all liability, and hereby agrees to waive any claim against Bank or bring any action against Bank,
relating to its honoring or allowing any actions or Transactions that were conducted under
Company’s User ID and Digital Password, except to the extent permitted under Regulation E.
4.3 Authorization. By directing Bank, through the use of any Service initiated with Company’s User
ID and Digital Password, to transfer funds or make a payment of any kind, Company authorizes
Bank to withdraw from the designated Account the amount of funds required to complete the
transaction. Requests for new Account Services, instructions to change existing Account
information or Services, and any other communications received by Bank through the Digital
Banking Services portal to amend, modify, supplement, extend, terminate, or otherwise adjust the
Services shall constitute legal endorsements, and shall have the same force and effect as a signed
written instruction.
4.4 Errors. In case an error is discovered or in case of questions about a Transaction made using the
Services, Company is directed to contact the One Call Center at (888) 522-2265, write to Lake City
Bank, Client Protection Services, PO Box 1387, Warsaw, IN 46581-1387, or email Bank at
lcbdirect@lakecitybank.com as soon as Company can, but (with the exception of any error or
problem involving an unauthorized ACH Debit Entry to an Account) in no event later than 1
calendar day after the FIRST statement is issued on which the problem or error appeared. Any such
communications should include: The name of each Account holder on the Account. IMPORTANT
– Do NOT include Company’s Account number if contacting us via email since email is not a
secure form of communication. Describe the error or the Transaction Company is unsure about,
and explain as clearly as possible can why Company believes it is an error or why Company needs
more information. Tell Bank the dollar amount of the suspected error. If Company informs Bank
verbally, Bank may require Company to submit their complaint or question in writing within 10
Business Days.
4.5 Investigations. Bank will inform Company of its investigation within 10 Business Days (5
Business Days if involving a Visa® transaction) after Bank is notified by Company and will correct
any error promptly. If Bank requires additional time to complete an investigation, however, Bank
may take up to 45 calendar days to investigate Company’s complaint or question. If Bank decides
to do this, Bank will credit Company’s Account within 10 Business Days (5 Business Days if
involving a Visa® transaction) for the amount Company reasonably believes is in error, so that
Company will have the use of the money during the time it takes Bank to complete its investigation.
If Bank requests Company to put its complaint or question in writing and Bank does not receive it
within 10 Business Days thereafter, Bank may not credit Company’s Account. For errors involving
new Accounts, point-of-sale, or foreign-initiated Transactions, Bank may take up to 90 days to
investigate Company’s complaint or question. For new Accounts, Bank may take up to 20 Business
Days to credit Company’s Account for the amount Company reasonable believes is in error. If
Bank decides that there was no error, Bank will send Company a written explanation within 3
Business Days after Bank finishes its investigation. Company may request copies of the documents
that Bank used in its investigation.
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4.6 Liability Stemming from Incomplete Account Transfers. If Bank does not complete a transfer
to or from Company’s Account on time or in the correct amount according to Company’s
instructions, subject to any other limitations on liability in this Agreement, Bank will be liable for
Company’s actual losses or damages. Bank shall not be liable should any of the following occur:
(a)If, through no fault of Bank, Company does not have enough money in its Account to complete
the Transaction.
(b)If the Transaction would exceed the limit of Company’s overdraft privileges (if available).
(c)If the Service was not working properly and Company knew about the breakdown when it
started the Transaction.
(d)If circumstances beyond Bank’s control (such as fire or flood or other force majeure) prevented
the Transaction, despite reasonable precautions that Bank has taken.
(e)If a court order or other legal proceeding prevents Bank from making a Transaction.
(f)If Company does not properly complete the deposit or payment form.
(g)If Company does not provide the correct information when using the Service.
(h)If Bank is provided with incomplete or inaccurate information from external sources involved
in processing the transfer, payment, or direct deposit.
The foregoing exclusions to our liability for Bank’s failure to complete a transfer to or from
Company’s Account in a timely manner or in the correct amount are in addition to any other exclusions,
exceptions or limitations to Bank’s liability set forth in this Agreement, any Related Agreement, or the
Account Terms and Conditions.
4.7 Security Risks. There are security risks associated with the use of the Services. The hardware and
software that Company uses in connection with the Services may be subject to unauthorized
tracking or other manipulation by spyware or other malicious code. Bank is not responsible for
advising Company of the existence or potential effect of such malicious code, and Company’s use
of its hardware and software is at its own risk. The Bank will use commercially reasonable efforts
to secure the portions of the Services under Bank’s control to prevent access by unauthorized
persons and to prevent the introduction of any malicious code, such as a computer virus. However,
no security system is failsafe, and despite Bank’s efforts, the security of the Service could be
compromised or malicious code could be introduced by third parties. The Bank will provide
Company with notice if Company’s information is the subject of a security breach as required by
Applicable Law.
4.8 Devices; Security. Company acknowledges and agrees that it is Company’s responsibility to
protect itself and its cellular or mobile device (“Device”) and to be vigilant against email and/or
text messaging fraud and other internet frauds and schemes (including, without limitation, fraud
commonly referred to as “phishing” or “pharming”). Company acknowledges that Bank will never
contact Company by email or text message to ask for or to verify Account numbers, security
Devices, or any sensitive or Confidential Information. In the event Company receives an email,
text message, or other electronic communication that it believes, or has reason to believe, is
fraudulent, Company agrees that it shall not respond to the communication, provide any
information to the sender of the communication, click on any links in the communication, or
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otherwise comply with any instructions in the communication. To the extent allowed by law,
Company agrees that Bank is not responsible for any losses, injuries, or harm incurred by Company
as a result of any electronic, email, text message or internet fraud.
4.9 Internet Access. To access the Services, Company must maintain at least one Account with Bank,
access to internet services, and an email address. Upon receipt of a completed Application and its
verification of the information contained therein, Bank will provide written confirmation to
Company of its enrollment in the Services. The Services are accessed via the internet by logging
into Bank’s website using a user identification and password. Bank will communicate an assigned
user identification and Digital Password directly to the Primary Contact.
4.10 Changes to and Interruption of the Services. Bank may on a regular basis perform
systems maintenance which may result in interrupted service or errors in the Services, or affect the
scope of Services available from time to time. Bank will attempt to provide prior notice of such
interruptions and changes, but cannot guarantee that such notice will be provided.
4.11 Components. In order to use a Service, Bank may provide, or Company may be required
to obtain appropriate equipment that may include a Check scanning device, hardware or software,
telecommunication services, access to the internet, and/or Devices (each a “Component”) as Bank
may specify. The necessary Components may vary from Service to Service and the Components
for one Service may not work or be sufficient for another Service. Unless Bank has agreed
otherwise, Company shall be solely responsible for obtaining any necessary Components, ensuring
that each Component conforms to the standards established by Bank, and for all maintenance and
operation of any Component necessary for performing any Service. Company shall be solely
responsible for all costs or expenses, one-time and re-occurring, related to the Components. Bank
makes no representations or warranties concerning, and has no responsibility or liability for any
Component, regardless of whether Bank specified, mandated, provided, delivered, or otherwise
makes available any Component. Company assumes sole responsibility for any and all loss, damage
or injury arising with respect to any Component, or with respect to a security breach. Company has
considered and assumes all risks, including potential malware, viruses, or anything similar,
associated with the availability or security of or access to the internet.
4.12 Text Banking. The Digital Banking Services mobile app combined Company’s Devices’
text messaging capabilities allows Company to access its Account with its Device. With Text
Banking, Company is able to review current Account balances and Transaction history. For help,
text “HELP” to 79680. To cancel Company’s plan, text “STOP” to 79680 at any time. In case of
questions please contact customer service at lcbdirect@lakecitybank.com or call (888) 522-2265.
These Services are separate and apart from any other charges that may be assessed by Company’s
wireless carrier for text messages sent to or received from Bank. Company is responsible for any
fees or other charges that its wireless carrier may charge for any related data or message services,
including without limitation for short message service (text messaging). These Services are
provided by Bank and not by any other third party. Company and Bank are solely responsible for
the content transmitted through the text messages sent to and from Bank. Company must provide
source indication in any messages it sends to Bank (mobile telephone number, “From” field in text
message, etc.).
5 Additional Services.
5.1 Services Addenda. Company may request that Bank make available to it certain digital banking
services and treasury management Services as indicated on an Application (as the same may be
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amended from time to time). Bank agrees to provide the Services for use with the Accounts, subject
to the terms and conditions set forth herein and in the applicable Addenda.
5.2 Application Procedure. Upon receipt of the signed Application and verification of Company
Account information, Bank will send to Company, either by email, U.S. mail, or in person,
confirmation of Bank’s acceptance of Company’s Application, and such accepted Application will
be incorporated by reference herein. If Company requests, and Bank agrees to provide, additional
Services in the future, they will be subject to this Agreement, as well as any Services Addenda or
schedules or User Guides relating thereto.
6 Security Procedures.
6.1 Company and Bank shall comply with the Security Procedures requirements described in the
Security Procedures Supplement, attached hereto as Schedule I and incorporated herein by
reference, with respect to the Services, as well as any additional Security Procedures unique to the
Services as may be more fully described in a Services Addendum or User Guide. Bank may change
or amend the Security Procedures from time to time. Bank will provide at least 15 days prior written
notice to Company of any material changes, unless in Bank’s sole judgment a shorter notice period
is necessary. Company’s continued use of the Services will affirm its agreement to the amended
Security Procedures Supplement. Company is required to follow the Security Procedures in
connection with its use of the Services for which it has enrolled, and will establish one or more
User ID’s, Digital Passwords, and/or other means of identification and authentication (each, an
“Access Credential”). Company acknowledges that the purpose of such Security Procedures is for
verification of authenticity and not to detect an error in the transmission or content of a funds
transfer or other aspect of the Services request. No Security Procedure for the detection of any such
error has been agreed upon between Bank and Company. Company is strictly responsible for
establishing and maintaining procedures to safeguard against unauthorized funds transfers.
Company warrants that no individual will be allowed to initiate funds transfers or instructions with
respect to the Services in the absence of proper supervision and safeguards, and agrees to take
reasonable steps to maintain the confidentiality of the Security Procedures and Access Credentials
and related instructions provided by Bank in connection with the Security Procedures. If Company
believes or suspects that any such information or instructions have been known or accessed by
unauthorized persons, Company agrees to notify Bank immediately followed by written
confirmation in accordance with notice procedures set forth below. The occurrence of unauthorized
access will not affect any funds transfers or Services delivery made in good faith by Bank prior to
receipt of such notification and within a reasonable time period to prevent unauthorized funds
transfers. Company warrants that the computer hardware it uses to initiate and transmit funds
transfers possesses, and will be updated as required from time to time to possess, state-of-the-art
computer software (such as anti-spyware and anti-virus software) to help prevent the theft or
unauthorized use of Company’s Access Credentials.
6.2 Each time Company uses the Services, Company warrants that Bank’s Security Procedures are
commercially reasonable (based on the normal size, type, and frequency of Company’s
Transactions). Some of the Services allow Company or Company’s Primary Contact to set
transaction limitations and establish internal controls. Company’s failure to set such limitations and
implement such controls increases Company’s exposure to, and responsibility for, unauthorized
Transactions. Company agrees to be bound by any funds transfer or Payment Order or instruction
Bank receives through the Services, even if the order is not authorized by Company, if it includes
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Company’s Access Credentials or is otherwise processed by Bank in accordance with Bank’s
Security Procedures.
6.3 Company agrees to: (i) comply with the Security Procedures; (ii) take reasonable steps to safeguard
the confidentiality and security of (a) the Security Procedures and Company’s Access Credentials,
(b) any User Guide for the Services provided to Company, and (c) any other Confidential
Information Bank provides to Company in connection with the Services; (iii) closely and regularly
monitor the activities of its Administrator, any Authorized Users, or any other employee who can
access the Services, and exercise proper supervision and safeguards and maintain internal control
procedures to safeguard against unauthorized online banking or electronic funds transfer activity;
and (iv) notify Bank immediately if Company has any reason to believe any of the Security
Procedures or Access Credentials have been compromised in any way. The occurrence of
unauthorized access will not affect any funds transfers or Services delivery made in good faith by
Bank prior to receipt of notification of unauthorized access or the compromise of Security
Procedures within a reasonable time period to prevent unauthorized funds transfers. Company
warrants that the computer hardware it uses to access the Services possesses state-of-the-art
computer security software (such as anti-spyware and anti- virus software), and that it will update
such software as updates are released by the manufacturer.
7 Confidential Information and Proprietary Right In Data. All information of a business nature
disclosed by either party to the other in connection with this Agreement and the Services Addenda is
confidential, including Access Credentials and the Security Procedures, (“Confidential
Information”). Neither party shall without the express written consent of the other, disclose or permit
access to any such Confidential Information by any person, firm or corporation and each party shall
cause its officers, employees, and agents to take such action as shall be necessary or advisable, to
preserve and protect the confidentiality of disclosing such Confidential Information to persons required
to have access thereto for the performance of this Agreement, or to any other party to which Bank may
be required by law to report such information. Company agrees to hold confidential and to use only in
connection with the Services provided under this Agreement and any Services Addenda, all information
furnished to Company by Bank or by third parties from whom Bank has secured the right to use the
Services, including, but not limited to, Bank’s product and Service pricing structure, system design,
programming techniques or other unique techniques. Bank and Company’s obligations and agreements
under this paragraph shall not apply to any information supplied that: was known to either party prior
to the disclosure by the other, or is or becomes generally available to the public other than by breach of
this Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party
who is not under an obligation of confidence to either party. Notwithstanding anything to the contrary
contained herein, it is acknowledged and agreed by the parties hereto that the performance of said
Services is or might be subject to regulation and examination by authorized representatives federal and
state banking regulators and Company agrees to the release of Company’s reports, information,
assurances, or other data as may be required by them under Applicable Law. Company agrees that any
specifications or programs developed by Bank in connection with this Agreement, any Services
Addenda supplied or made available to Company by Bank are the exclusive property of Bank, its
agents, suppliers, or contractors, and further agrees that such material shall not be copied or used in any
manner or for any purpose without the express written consent of Bank. The obligations set forth in this
Section shall survive termination of this Agreement, or any Addenda.
8 Recording and Use of Communications. Company and Bank agree that all telephone conversations
or data transmissions between them or their agents and Bank made in connection with this Agreement
and any Addenda may be electronically recorded and retained by either party by use of any reasonable
means.
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9 Accounts and Authorization.
9.1 Concurrent with or prior to Company’s delivery of this Agreement to Bank, Company shall provide
Bank with evidence satisfactory to Bank of Company’s authority, and the authority of its Primary
Contact, Administrator, and Authorized Users, as applicable, to execute and perform its obligations
hereunder, which shall consist of Company’s authorizing resolutions and incumbency certificate
certified by its corporate secretary or similar officer, and such other documents as Bank may
reasonably require. Bank is entitled to rely upon such evidence and upon amendments thereto
executed by an authorized person.
9.2 Company’s Application may list certain Accounts that Company wishes to access with the
Services. If it includes Accounts of Company’s parent, subsidiaries or affiliates, Company
represents to Bank that these companies have authorized Company and Company’s Primary
Contact or Administrator to access their Accounts through the Services in the same manner as
Company’s own Accounts. Company agrees to provide Bank with the written Authorization, in
form and substance acceptable to Bank, evidencing that authority and to notify Bank immediately
in writing of any change to that Authorization. Company may need to designate certain Accounts
for specific purposes in connection with some of the Services. If Company links more than one
Account to Bank’s wire or ACH Services, for example, Company will need to specify on its
Payment Orders the Account from which funds transfers should be made.
9.3 Company shall designate a Primary Contact in the Application (and an Administrator, at
Company’s option or if directed by Bank) with the authority to determine who will be authorized
to use the Services on Company’s behalf. The Primary Contact shall establish separate Access
Credentials, where required by the Services, for Company and each Administrator and Authorized
User, as well as limits on each Authorized User’s authority to access information and conduct
Transactions, subject to any maximum limitation imposed by Bank on Company. Company
assumes sole responsibility for the actions of its Primary Contact and/or Administrator, the
authority he or she gives to Authorized Users to act on Company’s behalf, and the actions of the
Authorized Users to access the Services. Company may change the appointment of Primary
Contact, Administrator, or Authorized Users by immediately notifying Bank in writing (or via the
Services) of any change in the identity or Authorization levels of any person so appointed.
9.4 Company or its Primary Contact shall designate on the Application which Accounts will be utilized
for Services payments and funds transfers. Some funds transfers require only one signature, while
other funds transfers may require two or more signatures. For Accounts with two signatures
required on the core, we are “by-passing” that coding for online Transactions such as internal
transfers and Bill Payments. ACH and wires would require two users but not necessary any of the
two signers. Bank reserves the right to require only one, or more than one signature to effect any
funds transfer at its sole discretion.
9.5 In providing any Service, Bank is entitled to rely solely on the information, representations and
warranties provided by Company pursuant to this Agreement, the Application, any signature card,
or any other documentation provided by Company in connection with an Account or Service, and
Bank shall not be responsible for the accuracy or completeness thereof.
10 Financial Information. Unless otherwise specified in a Services Addendum, upon request by Bank,
Company will furnish to Bank Company’s most recent financial information, including without
limitation balance sheets, income statements, and cash flow statements as of the close of the most recent
fiscal year. Additionally, Bank may request and Company shall furnish quarterly statements consisting
of balance sheets, cash flow statement, and income statements, for such period, in reasonable detail,
Page 11
prepared in accordance with generally accepted accounting principles consistently applied, and
Company represents to Bank that any such statements are true and correct in all material respects when
furnished to Bank.
11 Fees and Charges.
11.1 So long as this Agreement remains in effect, Company agrees to pay to Bank fees (“Fees”)
for the Services in accordance with the then current Bank fee schedule (“Bank Fee Schedule”), or
such other fees and charges as may be agreed upon from time to time by Company and Bank. Bank
shall have the right to increase or decrease Fees and charges imposed for Services without prior
written notice, and Company’s continued use of the Services will be considered evidence of its
agreement to such increase or decrease; however, Bank will to the extent commercially reasonable
provide Company prior notice of any changes in Bank Fee Schedule or any other agreed upon fees.
Company may incur charges to receive internet service on its Device. Company may also incur
charges from its wireless carrier when sending and receiving text messages. Company will be
responsible to its wireless carrier for any such internet or text messaging charges. Company is also
responsible for the costs of any communication lines, data processing, or other charges payable to
third parties, as disclosed to Company by Bank from time to time. Company shall be responsible
for the payment of any sales, use, excise, value added, or other similar charges relating to the
Services. Fees for the Services will be charged and collected as designated on the Application or
as otherwise may be communicated by Bank to Company. Special or additional Services performed
at Company’s request will be subject to such additional terms and fees as Bank and Company may
agree.
11.2 All charges for the Services may be subject to Account analysis calculations and billing,
through an Account chosen by Company. Company authorizes Bank to deduct any charges for
Services, maintenance and use of uncollected funds from the designated Account, even if such
deduction causes an overdraft to the Account. If Company closes the designated Account, Company
must notify Bank prior to the end of the month in which the Account closes with information as to
the new designated Account to receive the charges. Upon failure to notify Bank of the Account
closure, Bank will designate another Account, owned by Company, from which to collect the
charges owed. Likewise, if Company is billed and is 90 days or more past due on payment, Bank
is authorized to deduct these charges from the Account then designated by Bank. Should Company
fail or refuse to pay any charges under this Agreement, Company agrees to pay any collection costs
(including reasonable attorney’s fees) which may be incurred by Bank.
12 Access to Account Data. Some of the Services provide Company with balance and other Account
information. Since certain information and Transactions are not processed by Bank until after the close
of its Business Day, some Transactions may not be reflected in Bank’s system until the next Business
Day. Posted Items may be reversed due to insufficient funds, Stop Payment Orders, legal process, and
other reasons. Certain balances also may not be subject to immediate withdrawal. All deposits are
received subject to Bank’s receipt of final payment. Bank may revoke any provisional credit given to
Company if final payment is not received. Bank may agree with other banks, clearing houses, or other
parties to vary procedures regarding the collection or return of Items, and deadlines to the extent
permitted by law. Bank has the sole discretion to determine the method of collecting Items, including
electronically, and may use vendors, third party service providers, or other banks in the process. (See
Bank’s policy on funds availability for more information on when deposited funds will be available for
withdrawal). The Bank assumes no responsibility for any loss arising from incomplete information or
for any temporary interruption in its information system. If Company is unable to access Bank’s system
for any reason, Company should call the One Call Center at 1-888-522-2265 or contact its relationship
manager or branch of Account for loan and deposit information.
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13 Statement Review; Notification.
13.1 Bank will issue Account statements and other advices to Company on a periodic basis.
Account statements and advices may be mailed or made available electronically to Company and
will be the official record of Company’s Account. Company must promptly review all Account
statements and other advices received from Bank. Company must notify Bank of any unauthorized,
improper, or missing endorsements within six (6) months after the date of the Account statement
or advice on which that Item was reported to have been paid. Company must notify Bank of any
errors, alterations, discrepancies, or unauthorized Transactions, including Payment Orders and
Items, to Bank in writing within ten (10) calendar days from the date of the statement or other
advice containing such is mailed or otherwise made available to Company by Bank. Company
agrees that an Image of an Item or information identifying the Item (e.g. Item number, amount, and
date of payment) is a sufficient substitute for the actual Item. Company must provide Bank with all
information necessary for Bank to investigate and must provide all supporting evidence and/or
documentation as Bank requests. If Company fails to act as provided in this Section, Company will
have failed to exercise reasonable promptness in reviewing such Account statement and advices
and shall be precluded from asserting any error, discrepancy, or unauthorized Transaction,
including any loss of interest in connection therewith, and Bank is not required to reimburse
Company.
13.2 Notwithstanding Section A.13.1 above or any other provision of this Agreement, Company
must notify Bank of any unauthorized ACH Debit Entry to an Account immediately, but in no event
later than the Business Day following the Business Day on which the unauthorized ACH Debit
Entry was posted. If Company fails to notify Bank as provided in this Section, Company’s sole
recourse will be with the Originator of such ACH Debit Entry. Bank recommends that Company
review all Account activity, including ACH Entries, on a daily basis.
13.3 Bank may make certain information regarding Company’s Account and Services,
including Payment Orders and balances, available to Company prior to the issuance of an Account
statement or advice. This may include through the Digital Banking Service or Mobile Deposit
Services. Bank shall not be responsible for and disclaims all liability for Company’s reliance on
this information, including balance information. This information may be provided by third parties
or otherwise not within Bank’s control, and updated or corrected from time to time.
14 Cutoff Hours and Business Days. A number of the Services are subject to processing cutoff hours as
described in this Agreement, the Application, or the Services Addenda. Such cutoff hours are subject
to change at Bank’s discretion and upon notice to Company. Instructions received after the cutoff hour
or on a non-Business Day may be deemed received as of the next Business Day. Services may
occasionally be unavailable due to needed maintenance or system/network interruptions. The Bank will
endeavor to notify Company in advance in the event the Services will be unavailable due to scheduled
maintenance.
15 Information Processing and Reporting.
15.1 A number of the Services offered by Bank require Bank to receive, process and report
information involving Company’s Account and Transactions. Bank will not be responsible for
determining the accuracy, timeliness or completeness of any information that Company or others
provide to Bank. Bank will not have a duty to interpret the content of any data transmitted to Bank,
except to the limited extent set forth in this Agreement, but Bank will review funds transfer requests
for consistency with NACHA format requirements where necessary. Unless otherwise agreed in
writing, Bank will not be required (by means of any Security Procedure or otherwise) to detect
Page 13
errors in the transmission or content of any information Bank receives from Company or third
parties.
15.2 Company assumes the sole responsibility for providing Bank with complete and accurate
information in the form and format that Bank requires (e.g., in connection with wire and ACH
Transfers). Bank is not responsible for confirming such information, or for monitoring or refusing
to process duplicate instructions by Company or Company’s agents. For example, if Company
gives Bank a wire funds transfer instruction that is incorrect in any way, Company agrees that Bank
may charge Company’s Account for the payment whether or not the error could have been detected
by Bank. Bank is not obligated to detect errors in Company’s funds transfer or payment
instructions.
15.3 Company must accurately describe Transaction beneficiaries, intermediary financial
institutions, and the beneficiary’s financial institution in funds transfer and payment instructions.
If Company describes any beneficiary or institution inconsistently by name and number, other
institutions and Bank may process the Transaction solely on the basis of the number, even if the
number identifies a person or entity different from the named beneficiary or institution.
15.4 Company acknowledges that it is not possible for the Services to be totally free from
operator, programming or equipment error, and that errors in processing and compiling data may
occasionally occur (e.g., due to the failure of others to provide accurate information,
telecommunication failures, or a breakdown in an electronic data interchange). As such, Company
agrees to review and verify all results and to maintain adequate controls for insuring both the
accuracy of data transmissions and the detection of errors, including without limitation the Security
Procedures. Unless otherwise required by law, Bank’s sole responsibility for any reporting errors
caused by Bank will be to reprocess the information for the period in question and to provide
corrected reports at Bank’s own expense. Company agrees to maintain adequate backup files of the
data Company submits for a reasonable period of time in order to facilitate any needed
reconstruction of Company’s Transactions (e.g., in the event of a telecommunications failure). If
Bank is unable to provide a Service for any reason, Bank will promptly inform Company of the
problem and will take reasonable steps to resume processing.
16 Improvement or Enhancements. If at any time after Company has begun using the Services,
Improvements or Enhancements as requested by Company or made available without request,
Company will have the option to purchase these Improvements or Enhancements. The cost of such
Improvements or Enhancements will be as quoted by Bank from time to time. As used herein,
“Improvements” means any additions or modifications made to or in the Services which improve the
efficiency or effectiveness of the basic Service, but do not change the Functions of the Service or create
new Services. The term “Enhancements” means changes to the basic Functions or additions to the
basic Functions of the Services.
17 Company Representations and Warranties; Indemnification.
17.1 Company makes the following representations and warranties to Bank:
(a)With respect to Services that include funds transfers, as to each and every funds transfer
initiated by Company, Company represents and warrants, and will be deemed to have
represented and warranted at the time each funds transfer is initiated by Company, that (i)
Company has complied with all aspects of each funds transfer required by this Agreement and
by any rules and regulations applicable to the funds transfer, including without limitation the
Rules, (ii) any Authorization for a funds transfer is operative at the time of transmittal by Bank
Page 14
as provided herein, and (iii) each funds transfer shall in no way violate any federal, state or
local statute or regulation pertaining to electronic funds transfers including the EFTA to the
extent applicable, the sanctions law administered by OFAC, and all such other laws and
regulations, nor shall any such funds transfer hereunder be a Transaction made in connection
with an internet gambling business.
(b) The individual signing on behalf of Company below has been duly authorized by Company to
enter into this Agreement with Bank, and to execute any and all documents, including this
Agreement and the Addenda, as are necessary or appropriate in connection therewith, and that
such Authorization is reflected in Company resolutions furnished by Company to Bank.
(c) The individual(s) signing below on behalf of Company certifies and warrants that they have
taken all action required by the organizational documents of Company to authorize the
individuals designated on Company’s Application to act on behalf of Company in all actions
taken under this Agreement.
(d) The Primary Contact is empowered in the name of, and on behalf of, Company to enter into all
Transactions contemplated in the Agreement and any Addenda thereto including, but not
limited to, the selection of Services, the appointment of Administrators to act on behalf of
Company in the delivery of Services, the signing of additional documentation necessary to
implement the Services and giving Company instructions with regard to any Service, including
without limitation, online banking, wire transfers, ACH transfers, and any other electronic or
paper transfers from or to any Account Company may maintain with Bank. The Bank may, at
its discretion, require Company to execute additional documentation to implement or amend
certain Services. In such cases, documentation necessary to implement or amend such Services
shall be signed by the Primary Contact. The Bank is entitled to act in reliance upon the
Authorizations in this Agreement until it receives written notice of their revocation and has a
reasonable opportunity to act thereon.
(e) If Company, its Primary Contact, Administrator, and/or Authorized Users are taking action on
behalf of any subsidiary, affiliate, or other third party, Company, its Primary Contact,
Administrator, and/or Authorized Users has been duly authorized to take action on behalf of
and by such subsidiary, affiliate or other third party.
(f) Prior to submitting any information to Bank about individuals related to Company (including
Primary Contact, Administrator, and Authorized Users), Company has obtained any consent
from or made any disclosure that may be required by Applicable Law or agreement for Bank
to process or use such information in providing the Services. If a particular Service requires an
additional Application, and if more than one Application is on file, Bank may rely on the most
recently dated Application for that Service. Bank is entitled to rely upon an Application for a
Service until a subsequent duly authorized Application is executed by Company and accepted
by Bank.
(g) Any deposits, files, postings or delivery of any information or data of any kind whatsoever to
Bank do not contain any malicious code commonly known as anomalies, time bombs, viruses,
trapdoors, worms, Trojan horses or anything similar constituting of computer instructions
which may have the effect or be used to access, alter, delete, damage or disable the Services,
other websites, Bank’s or Bank’s customers’ information or other property (including, without
limitation, all of Bank’s data, software and computer servers). The presence of any such
malicious code in any deposits, files, postings or delivery of any information or data to Bank
will be presumed to have come from Company.
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(h) It will not, and will not attempt to, with regard to any Account, any Service, or any part thereof,
or anything provided or made available to Company by Bank in connection therewith,
including documentation, technology, hardware, or software, (1) disassemble, decompile,
reverse engineer or otherwise attempt to derive source code or other trade secrets (2) use in a
manner that is prohibited by any law (including the US Patriot Act of 2001 and the Enterprise
Secrecy Act of 1970, as each may be amended), regulation or applicable contract or that
violates any third party’s rights or that facilitates the violation of any law, regulation, applicable
contract or third party rights; or (3) transmit any unlawful, harassing, libelous, abusive,
threatening, harmful, malicious, or otherwise objectionable material of any kind.
17.2 Company shall indemnify Bank and its parent company, affiliates and subsidiaries, and
their respective directors, officers, employees and agents, and hold them harmless from and against
any claims, demands, losses, liabilities, costs or expense (including reasonable attorney’s fees and
expenses) directly or indirectly resulting from or arising out of (i) any breach of any of the foregoing
representations, warranties or agreements; (ii) Bank’s actions or omissions, if they are in
accordance with Company’s instructions or the terms of this Agreement or any Services Addenda
hereto, or any Applicable Law, or court order; (iii) the actions or omissions of Company, its agents
or employees; or (iv) Company’s internal fraud, external fraud or other unauthorized access to any
Account or Service. This indemnification obligation shall survive the termination of this
Agreement.
18 Responsibilities of Bank; Limitation of Liability.
18.1 Bank will perform the Services in accordance with reasonable commercial banking
standards prevailing for similarly situated financial institutions. Bank shall be entitled to rely solely
on the information, representations and warranties provided by Company pursuant to the
Agreement, and shall not be responsible for the accuracy or completeness thereof.
18.2 In addition to greater limitations on Bank’s liability that may be provided in any Addenda
to this Agreement, Bank’s liability related to any Service shall be limited to Company’s actual
proven damages arising directly from Bank’s gross negligence or willful misconduct. In no event
shall Bank be liable for special, indirect, or consequential damages, including without limitation,
loss or damage from subsequent wrongful dishonor resulting from Bank’s acts or omissions, except
as may be otherwise provided by law. Bank shall not otherwise be responsible for any action taken,
allowed or omitted by or under the Agreement or for anything arising therefrom, or for any liability,
loss, claim, or damage arising from: (i) Company’s actions or omissions, or those of third parties
that are not within Bank’s immediate and reasonable control, including without limitation the
actions of any third party network or services provider necessary for the performance of the
Services; (ii) Company’s negligence or breach of any agreement with Bank, including its failure to
follow the Security Procedures; (iii) any ambiguity, inaccuracy or omission in any instruction or
information provided to Bank, or the misuse, theft, fraud or misappropriation of Access Credentials
by Company, its employees, agents or any third parties; (iv) any error, failure or delay in the
transmission or delivery of data, records, or Items due to a breakdown in any computer or
communications facility; (v) accidents, strikes, labor disputes, civil unrest, fire, flood, water
damage (e.g., from fire suppression systems), pandemics (including, but not limited to the novel
COVID-19 virus), or acts of God; (vi) causes beyond Bank’s reasonable control; (vii) the
application of any government or funds-transfer system rule, guideline, policy, law, guideline,
restriction or regulation, or the order of any court of competent jurisdiction; (viii) the lack of
Available Funds in Company’s Account to complete a Transaction; (ix) Bank’s inability to confirm
to its satisfaction the authority of any person to act on Company’s behalf; (x) Company’s failure to
follow any applicable software manufacturer’s recommendations, Bank’s Services instructions, or
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Company’s obligations with respect to the Security Procedures or its own Security Procedures; or
(xi) actions or omissions of any third party not within Bank’s immediate and reasonable control.
Without limiting the generality of the foregoing provisions, Bank shall be excused from failing to
act or delay in acting if such failure or delay is caused by legal constraint, interruption of
transmission or communication facilities, equipment failure, war, emergency conditions or other
circumstances beyond Bank’s control. There may be other exceptions to Bank’s liability as stated
in any Account Terms and Conditions or Services Addenda. The obligations set forth in this Section
shall survive termination of this Agreement, or any Addenda.
18.3 Bank does not make any representations or warranties with respect to the legal effect or
sufficiency, under any federal, state, or local statute or regulation or other law, of any forms,
documents or other matters provided by Bank from time to time in connection therewith.
18.4 Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its
error or delay shall be calculated by using a rate equal to the average Federal Funds rate or at the
rate currently paid on Company’s Account affected by the error, if less for the period involved.
18.5 Company acknowledges that the Fees for the Services have been established in
contemplation of: (a) these limitations on Bank’s liability; (b) Company’s agreement to review
statements, confirmations, and notices promptly and to notify Bank immediately of any
discrepancies or problems; (c) Company’s agreement to notify Bank immediately in the event of
(1) any compromise to its Security Procedures or Access Credentials, or (2) any unauthorized ACH
Entry; and (d) Company’s agreement to assist Bank in any loss recovery effort.
19 Limited Warranties; Disclaimer. BANK MAKES NO WARRANTY, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO ANY ACCOUNT, SERVICE,
COMPONENT, OR ANY THIRD-PARTY SERVICE PROVIDER OF BANK. NEITHER BANK
NOR ANY THIRD-PARTY SERVICE PROVIDER OF BANK HAS MADE ANY WARRANTY,
EXPRESS OR IMPLIED, THAT ANY ACCOUNT, SERVICE, COMPONENT OR THE INTERNET
WILL MEET THE NEEDS OR SPECIFICATIONS OF COMPANY. Bank AND ALL THIRD-
PARTY SERVICE PROVIDERS OF BANK EXPRESSLY DISCLAIM ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. NEITHER THE BANK NOR ANY THIRD-PARTY SERVICE PROVIDER
OF BANK HAS MADE ANY WARRANTY, EXPRESS OR IMPLIED, THAT ANY ACCOUNT,
SERVICE, COMPONENT OR THE INTERNET WILL BE FREE OF DEFECTS, SAFE, SECURE
OF ANY PARTICULAR QUALITY, OR PROVIDE ANY PARTICULAR LEVEL OF
PERFORMANCE OR AVAILABILITY. EACH ACCOUNT, SERVICE OR COMPONENT IS
PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. THE BANK SHALL NOT BE LIABLE
TO COMPANY OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER, REGARDLESS OF WHETHER THE BANK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The obligations set forth in this Section shall
survive termination of this Agreement, or any Addenda.
20 Records. All related records used by Bank in rendering the Services shall be and remain its property.
Upon termination of this Agreement, Bank will at Company’s request make available information
contained in such records then on hand. Any expenses incurred by Bank in doing so will be paid by
Company.
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21 Electronic Signature Law. The parties agree that Company’s request, instruction, or notification in
any form to receive additional Services, to modify the Services, or with respect to any other requirement
or undertaking that this Agreement specifies must be in writing (each, an Authorization), when
delivered by the Primary Contact, and whether delivered by fax or e-mail, shall be an indication of
Company’s intent to add additional Services and subject such Authorization to the terms of this
Agreement. To the extent permitted by Applicable Law, any requirement of a further signed writing to
make such Authorization a binding obligation of Company is expressly waived by Company. The
parties also agree that, to the extent permitted by Applicable Law, transmission of such Authorization
by e-mail or fax transmittal of an electronic copy of an Authorization containing the original or
facsimile signature of an authorized representative of Company shall be sufficient to bind each party to
the terms of this Agreement, and that an electronic reproduction of such Authorization shall be given
the same legal effect as a written document signed by such Primary Contact.
22 Termination. Either party may terminate this Agreement and/or any Services Addendum for any
reason effective thirty (30) days after written notice is given to the non-terminating party.
Notwithstanding the foregoing, Bank reserves the right to suspend the Services or terminate this
Agreement and/or any Services Addendum effective immediately without prior notice if (i) Company
violates any term or condition of this Agreement, any Services Addendum, or the terms of any financing
arrangement with Bank; (ii) Company fails to provide financial information reasonably requested by
Bank; (iii) Company fails to maintain balances in Accounts sufficient to cover overdrafts; (iv) the
confidentiality of Company’s security codes or procedures are compromised; (v) Bank has reason to
believe that an unauthorized Transaction or other fraudulent or illegal activity has taken or may take
place involving any of Company’s Accounts or any of the Services; (vi) Company becomes insolvent
or the subject of a bankruptcy, receivership, or dissolution proceeding; (vii) any assignment for the
benefit of creditors, levy, garnishment, attachment or similar proceeding is instituted against any
property of Company held by or deposited with Bank; (viii) Bank is uncertain as to any person’s
authority to give Bank instructions regarding Company’s Accounts or the Services; (ix) any of the
Accounts are closed; or (x) Bank determines that it is impractical or illegal to provide any of the
Services because of changes in Applicable Law or Rules. Any termination shall not affect any of Bank’s
rights and Company’s obligations with respect to Services provided prior to such termination, including
without limitation Company’s indemnity and confidentiality obligations, or the payment obligations of
Company with respect to Services performed by Bank prior to termination, or any other obligations
that survive termination of this Agreement.
23 Set Off. Bank is authorized at any time to set off and apply any and all deposits, credits, funds,
securities, assets, and properties held, and all other obligations and liabilities owing by Bank to, or for
the account of, Company, against any and all obligations to Company now or hereafter owing or
existing under the Terms in connection with any Account or Service, whether or not matured or
liquidated. This shall be in addition to, and not in lieu of, any other rights or remedies Bank may have
under common law, statute, or any other agreement. In addition to all liens upon and right to set off
against Company’s money, securities, or other property given to Bank by law, Company grants to Bank
a contractual possessory security interest in Company’s deposits, money, securities, and other property
to secure the repayment of any overdraft or other obligation incurred by Company under this
Agreement. The obligations set forth in this Section shall survive termination of this Agreement, or any
Addenda.
24 Overdrafts. Company agrees to maintain Available Funds in its Account sufficient in amount to cover
in full all Payment Orders, including funds transfers, Bill Payments, and ACH Transactions, returns,
reversals, and other amounts owed in connection with any of the Services. Bank, in its sole discretion,
may (but shall not be obligated to) honor any Payment Order, instruction, wire transfer request, ACH
Entry, or other message initiated through use of the Services that results in an overdraft of the Account.
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Bank’s allowance of any overdraft shall not obligate Bank to honor future overdrafts. Unless otherwise
agreed in writing by Bank, any overdraft will be immediately due and payable by Company to Bank.
If Bank permits an overdraft, Bank is authorized to charge interest on the amount of the overdraft, up
to the maximum rate permitted by law, in addition to any applicable Fees. The obligations set forth in
this Section shall survive termination of this Agreement, or any Addenda.
25 Restricted Transactions. Company agrees that it will not initiate funds transfers that arise out of or
concern any unlawful or fraudulent activities, including without limitation, unlawful internet gambling,
online tobacco retailing, and any other Transactions as Bank may notify Company of from time to time.
26 No Extension of Credit. Nothing in this Agreement nor any course of dealing between Company and
Bank constitutes a commitment or obligation of Bank to lend money to Company or obligates Bank to
extend any credit to Company, to make a loan to Company, or otherwise to advance funds to Company
to pay for any Payment Order contrary to Bank’s published availability schedules.
27 Consumer Transactions. Company and Bank agree that if a Payment Order or Wire Transfer request
is a portion of a funds transfer in which other portions are subject to the EFTA, all actions and disputes
between Company and Bank concerning such Payment Order shall be determined pursuant to UCC
Article 4A, as varied by this Agreement, and not the EFTA.
28 Information.
28.1 Company agrees to provide any information reasonably requested by Bank. Company
understands that Bank may request any such information on behalf of a vendor or third party service
provider selected by Bank, or authorize such vendor or third party service provider to request
information directly from Company. Company authorizes Bank or any agents of Bank to
investigate or request information from any third party regarding Company or the information or
references given or any other statements or data obtained from Company in connection with this
Agreement, any Service, or any of Company’s owners, officers, Primary Contact, Administrator,
or Authorized Users.
28.2 Company authorizes Bank to use or disclose any documentation or information, in respect
of any Account or Service, Transaction or Payment Order, or Company itself, in order to provide
the Services to Company, for compliance with legal and regulatory requirements, or for operational,
risk management, or compliance with internal policies. This may include disclosure to (1) vendors
or third party service providers of Bank; (2) auditors, advisors, and attorneys of Bank; (3) a
proposed assignee of Bank; (4) examiners or other regulators; (5) law enforcement agencies; and
(6) any judicial body, such as pursuant to subpoena or other court process.
28.3 All specifications, documentation, records, forms, systems, and programs used or offered
by Bank and provided in connection with the Services are confidential and valuable and will remain
the sole property of Bank. Company will not transfer, distribute, modify, or alter any such
specifications, documentation, records, forms, systems, and programs. Company agrees to return
all copies of all written and electronic documentation to Bank upon termination. Company shall
retain no copies in any form.
28.4 Company will not, and will not attempt to, with regard to any Account, any Service, or
any part thereof, or anything provided or made available to Company by Bank in connection
therewith, including documentation, technology, hardware, or software, (1) disassemble,
decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets (2)
use in a manner that is prohibited by any law (including the US Patriot Act of 2001 and the
Page 19
Enterprise Secrecy Act of 1970, as each may be amended), regulation or applicable contract or that
violates any third party’s rights or that facilitates the violation of any law, regulation, applicable
contract or third party rights; or (3) transmit any unlawful, harassing, libelous, abusive, threatening,
harmful, malicious, or otherwise objectionable material of any kind.
29 Inter-Company Services/Authority to Transfer or Commingle Funds. In the event Company
requests Bank provide Services to a parent company, subsidiary, affiliate, or other commonly owned
company, Company agrees that it shall be jointly and severally liable for such company’s obligations
under this Agreement and any applicable Addenda. Company represents and warrants that any and all
transfers and commingling of funds required or permitted by any Service or requested by Company,
and all other aspects of the performance hereby by Bank and Company, have been duly authorized by
all necessary parties, including, without limitation, the Account holder of each Account, and that
Company maintains as part of its business records, and will make available to Bank, upon reasonable
request, for a period of seven years after termination of the Service, adequate documentary evidence of
such Authorization from the Account holder of each Account, executed by duly authorized officer(s)
in accordance with the Account holder’s organizational documents and authorizing resolutions.
Company further represents and warrants that each funds transfer or commingling of funds authorized
hereunder is not a violation of any agreement, bylaw, or authorizing resolution of Company or any of
its affiliates or subsidiaries, nor is it a violation of Applicable Law. Each representation and warranty
contained herein shall be continuing and shall be deemed repeated upon Bank’s affecting each funds
transfer and commingling of funds authorized hereunder.
30 Jury Trial Waiver. COMPANY AND BANK EACH WAIVE ANY RIGHT TO A TRIAL BY JURY
OF ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY
ADDENDA.
31 Right of Audit.
31.1 Company authorizes Bank to perform an audit of its operational controls, risk management
practices, staffing and the need for training and ongoing support, and information technology
infrastructure. Company acknowledges and agrees that Bank shall have the right to mandate
specific internal controls at any Company location(s) and require compliance with any such
mandate as a condition of providing the Services.
31.2 Company agrees to conduct an audit (not less than annually) to ensure that any Confidential
Information it obtains is protected by document management procedures that are in full conformity
with the terms of this Agreement, and any Related Agreement.
31.3 Company agrees to provide Bank, within five (5) Business Days of Bank’s request, a copy
of: (a) the audit report derived from the audit undertaken by Company in order to comply with its
obligations under Section A.31, and (b) Company’s SSAS 16 report, or such other comparable
report detailing the policies, controls, and procedures it has put in place. If Company refuses to
provide the requested information, or if Bank concludes, in its sole discretion, that Company
presents a risk that is unacceptable, or if Company refuses to provide Bank access to Company’s
premises, Bank may terminate this Agreement immediately.
32 General Provisions.
32.1 Entire Agreement. This Agreement, the Addenda, Security Procedures, and any other
agreement, User Guide, procedure, Related Documents, or other documentation incorporated by
reference, constitute the entire agreement between Bank and Company regarding the Services and
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supersedes any prior agreement regarding the Services. No course of dealing between Bank and
Company will constitute a modification of this Agreement or any Services Addendum, or constitute
an agreement between Bank and Company regardless of whatever practices and procedures Bank
and Company may use unless agreed to in writing signed by both parties.
32.2 Amendments. From time to time Bank may amend any of the terms and conditions
contained in this Agreement or any Services Addendum, including without limitation, any cut-off
time, any Business Day, and any of the schedules or supplements attached hereto upon reasonable
written or electronic notice to Company or by any other method permitted by Applicable Law.
Company’s continued use of the Services after the expiration of the thirty-day period following
such notification will indicate Company’s agreement to be bound by the terms of any such
amendment. Bank will make copies of the current versions of this Agreement, the Addenda for the
Services, and the Security Procedures Supplement available upon request. Notwithstanding the
foregoing, where an amendment or modification to this Agreement or any Related Agreement is
required by or under Applicable Law, or by a regulatory authority with jurisdiction over Bank, or
is, in our good faith opinion, necessary to preserve or enhance the security of a Service, Bank may
modify this Agreement or the applicable Related Agreement by giving Company notice of the
amendment or modification by any means permitted by Applicable Law, and the amendment or
modification will be effective immediately upon Bank’s giving such notice.
32.3 Governing Law. This Agreement and all Addenda hereto shall be construed in accordance
with and governed by Applicable Law, as well as the laws of the state of Indiana, excluding its
conflict of laws rules.
32.4 Claims. Company will notify Bank immediately of any claim, action or proceeding it
receives against Company or Bank made by a third party, that any act or omission by Bank with
respect to any Service has caused such third party to sustain any damage. Company will cooperate
with Bank in any loss recovery effort and will assist in the defense or prosecution of any claim,
action or proceeding.
32.5 Waiver. Any waiver of any provision of the Terms must be in writing to be effective.
Bank’s waiver of any right shall not be deemed a waiver of other rights or of the same right at
another time.
32.6 Independent Contractor. Company acknowledges and agrees that the relationship
between Bank and all vendors or third party service providers selected by Bank is that of
independent contractor and they are not the agents, partners, joint venturers, or anything similar, of
each other or Company. Unless otherwise explicitly agreed to in writing, none of Bank, vendor, or
any third party service provider are responsible or liable for the acts or omissions of the others.
32.7 Notices. Unless otherwise provided for in a Services Addendum or User Guide, all notices,
demands, requests, consents, approvals and other communications required or permitted hereunder
shall be made in writing, if to Bank, addressed to the address designated below, and if to Company,
delivered or mailed to Company’s current primary Account address as reflected in Bank’s records,
unless otherwise indicated on the Application, or other known address if deemed more appropriate
by Bank under the circumstances. Notices may be delivered to some customers in electronic format,
including posting to Bank’s website, if requested and authorized, or appropriate.
All such communications, if personally delivered, will be conclusively deemed to have been received by a
party hereto and to be effective when so delivered; if given by mail, on the fourth Business Day after such
communication is deposited in the mail with first-class postage prepaid, return receipt requested; or if sent
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by overnight courier service, on the day after deposit thereof with such service; or if sent by certified or
registered mail, on the third Business Day after the day on which deposited in the mail.
32.8 Assignment. Company may not assign this Agreement or any of the rights or duties
hereunder, to any person without the other party’s prior written consent. Bank may assign, in whole
or in part, and/or delegate any rights under this Agreement at any time.
32.9 No Third Party Beneficiaries. This Agreement is made for the exclusive benefit of Bank
and Company. No third party has any rights under this Agreement.
32.10 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors, and assigns. This Agreement
is not for the benefit of any other person, and no other person shall have any right against Bank or
Company hereunder.
32.11 Severability. In the event that any provision of this Agreement or any Related Documents
shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this
Agreement shall not be impaired or otherwise affected and shall continue to be valid and
enforceable to the fullest extent permitted by law. Should any judicial body interpreting this
Agreement or Related Documents deem any provision to be unreasonably broad in time, territory,
scope or otherwise, the parties intend for the judicial body, to the greatest extent possible, to reduce
the breadth of the provision to the maximum legally allowable parameters rather than deeming such
provision totally unenforceable or invalid.
32.12 Miscellaneous. Use of “including” shall mean “including, but not limited to.” Use of the
singular form shall include the plural and vice versa, as the context requires. Headings used in this
Agreement or any Related Agreements are for convenience only, and shall not be deemed a part
thereof.
B. SERVICES
1.1 Definitions. The following terms in this Section B.1 shall have the meanings given them
as follows:
1.1.1. “Bill Payment” has the meaning set forth in Section B.3.1.1.
1.1.2. “Bill Payment Services” or “BPS” are the Services offered as an option for users
of the Digital Banking Services through which a Bill Payment may be made.
1.1.3. “Digital Banking Services” or “DBS” has the meaning set forth in Section B.2.
1.1.4. “DBS Administrator” means one or more Administrators with the specific
authority to access and use the Digital Banking Services described herein only, appointed by the Primary
Contact or the Administrator.
1.1.5. “Functions” has the meaning set forth in Section B.2.
1.1.6. “Real-Time Basis” means that a transfer made prior to 7:00 PM Eastern Time on
a Business Day, reflected in the Account records at or near the actual time the transfer is made.
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1.1.7. “Stop Payment Order” means an order requested by Company by means of the
Services to stop payment on a Check against an Account.
2.Digital Banking. The digital online banking Services (the “Digital Banking Services” or “DBS”)
provide Company with the capability to access information, transmit and receive communications, and
initiate Transactions, and access Bill Payment Services, involving Company’s Accounts with Bank and/or
third parties through the internet. The Digital Banking Services consist of the functions (“Functions”) made
available by Bank from time to time as listed on the Application and selected by Company. Company agrees
on behalf of itself and each of its Primary Contact, the Administrator, the Administrator, and the Authorized
Users, to utilize the Security Procedures when making use of the Services.
2.1 Availability; New Functions. The availability of some of the Functions is subject to credit
approval, may be limited by Bank, and may be subject to agreement by Company to the terms of any
additional Addenda specific to such Functions. Bank may, from time to time, introduce new Functions to
be included as part of the Digital Banking Services, and will make any such new Functions available to
Company subject to Company’s agreement to be bound by any terms and conditions regarding the new
Functions, as may be set forth in any amendment to this Agreement, or any Addenda submitted by Bank to
Company in connection therewith.
2.2 Limitations and Other Rules Applicable to Digital Online Banking Transactions. The
following limitations and other rules apply to the use of the Digital Banking Services:
2.2.1. Funds transfers or payments ordered through use of the Digital Banking Services
may be refused if there are restrictions on Company’s right to withdraw funds from the Account from which
the transfer or payment is to be made (for example, if two or more signatures are required on Checks or
withdrawals written on the Account).
2.2.2. Bank may, in its discretion, require that any funds transfer or payment ordered
through use of the Digital Banking Services consist of funds that are collected and available for withdrawal
from the Account from which the transfer or payment is to be made.
2.2.3. When any order to Bank to make a funds transfer or payment given through use of
the Digital Banking Services exceeds the amount of money available for withdrawal from the Account,
Bank can either (i) make the transfer or payment, in which case Company will be liable for the excess, or
(ii) refuse to make the transfer or payment. In either case, Company will be liable for any fee applicable to
the withdrawal or attempted withdrawal when funds are not available.
2.2.4. For reasons of security, Bank can, at any time and without prior notice, refuse to
honor any order to Bank to make a funds transfer or payment given through use of the Digital Banking
Services if the funds transfer reasonably appears to be fraudulent or erroneous. For example, Bank can do
so if, for reasons of security, Bank believes that it is advisable to limit the dollar amount or frequency of
funds transfers or payments ordered through use of the Digital Banking Services.
2.2.5. If an order to make a funds transfer or payment through use of the Digital Banking
Services contains an inconsistency between the name and account number or other identifying numbers of
an Account, Payee, financial institution or other party, Bank may treat the number the Company provides
as controlling and rely on it in processing the order.
2.2.6. Any funds transfers from any of Company’s internal loan accounts ordered through
the Digital Banking Services will be subject to credit being available in the applicable loan Account when
the order for a funds transfer is to be charged against the Account.
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2.2.7. When an order for a funds transfer from any of Company’s internal loan accounts
given through Digital Banking Services is to be charged against the Account, if the amount of the transfer
exceeds the amount of credit available under the Account, Bank can either (i) make the transfer, in which
case the amount of the transfer will be considered to be credit extended under the Account, or (ii) refuse to
make the transfer. In either case, Company will be liable for any applicable Fees.
2.2.8. Any transfer that will be processed through the ACH system may take up to three
(3) Business Days to complete. Funds may not be available for Company in the Account specified for
deposit until the third Business Day after the scheduled transfer date. If the scheduled transfer is on a
recurring basis, the transfer will continue until either the specified end date or for the specified number of
occurrences. If at the time of the specified transfer, funds are not available in the specified Account(s), the
scheduled transfer may not be completed and Fees for insufficient funds or overdraft may be applied. Except
as described in Section B.1.6, no order to Bank to make a funds transfer given through Digital Banking
Services can be cancelled after it is given to Bank.
2.3 eStatements. If Company has selected the eStatements option, Bank will send Company
email notice to Company of the availability of regular periodic statements in lieu of a paper statement. By
use of the Digital Banking Services, Company can receive its statement in electronic format for all Accounts
enrolled in the Digital Banking Services. Bank may also provide Company with initial and periodic Account
disclosure information with respect to the Accounts in electronic format. If at any time Company wishes to
change its eStatement option, change its email address, or receive a paper copy of its Account statement, it
must provide Bank with notice through the Digital Banking Services. Additionally, in the event that
Company is unable to access its statements or to otherwise view any of its Account information by use of
the Services, it agrees to immediately notify Bank.
2.4 Access to Account Information. The DBS Administrator and Authorized Users may
perform Functions as described in Section B of this Agreement, subject to any limitations on transfers or
Functions set forth in this Agreement, the Application, or in the Account Terms and Conditions. The DBS
Administrator and Authorized Users may access Accounts through use of the Digital Banking Services
seven days a week. The DBS Administrator shall ensure that the Authorized Users follow all instructions
provided to Company with respect to the Digital Banking Security Procedures. Any valid same-day or one-
time transfer between Accounts initiated before 7:00 PM Eastern Time on a Business Day is processed on
a Real-Time Basis and will be posted to the Account the same day. Any valid same-day or one-time transfer
initiated after 7:00 PM Eastern Time on a Business Day or at any time on a Saturday, Sunday or banking
holiday will be posted on the next Business Day, normally by 6:30 AM Eastern Time. All future-dated or
recurring transfers scheduled for a Business Day will be posted on that date; all future-dated or recurring
transfers scheduled for a Saturday, Sunday or banking holiday will be posted on the next Business Day.
After a transfer request has been processed electronically, the transfer request cannot be deleted. Bank, in
its sole discretion, may (but shall not be obligated to) honor any Item or funds transfer order initiated
through use of the Services that results in an overdraft of the Account.
2.5 Stop Payment Orders. Company may issue a request for a Stop Payment Order on any
Check issued by it on an Account (but excluding cashier’s checks, official checks, or other cash equivalent
Items). Any attempt to cancel or modify a funds transfer is subject to the terms of the ACH Originator
Addendum. Stop Payment Orders submitted by use of the Services will be processed on a real time basis
on the Business Day they are received. Notwithstanding the foregoing, Bank must receive the Stop Payment
Order by a time which will give Bank a reasonable opportunity to act on it prior to its deadline for payment
of the Item. STOP PAYMENT ORDERS WILL NOT BE EFFECTIVE IF, EITHER BEFORE OR
WITHIN 24 HOURS OF WHEN THE STOP PAYMENT ORDER REQUEST WAS PLACED, BANK
HAS ALREADY PAID THE ITEM, PROCESSED THE FUNDS TRANSFER, OR BECOME
OTHERWISE LEGALLY OBLIGATED FOR ITS PAYMENT. STOP PAYMENT ORDERS ARE
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PROCESSED BY COMPUTER. BANK SHALL NOT BE LIABLE FOR ITS FAILURE TO ACT UPON
A STOP PAYMENT ORDER PLACED IF THE CHECK NUMBER, ACCOUNT NUMBER, DATE OR
DOLLAR AMOUNT PLACED ON THE STOP PAYMENT ORDER FOR THE COMPANY ARE NOT
CORRECT. A STOP PAYMENT ORDER PLACED BY COMPANY BY MEANS OF COMPANY’S
COMPUTER TERMINAL SHALL BE CONSIDERED TO BE THE EQUIVALENT OF A WRITTEN
STOP PAYMENT ORDER FOR THE PURPOSES OF SECTION 4-403 OF THE UNIFORM
COMMERCIAL CODE AS ENACTED IN INDIANA AND SHALL BE EFFECTIVE FOR ONLY SIX
MONTHS UNLESS RENEWED.
2.6 Authorization. Company hereby certifies that: (i) the Administrator and the Authorized
Users designated by Company on the Application, or as otherwise communicated by the Administrator to
Bank by use of the Services from time to time, are the duly authorized agents of Company and that they are
acting on behalf of Company in their authorized capacity; and (ii) the Administrator has full authority to
appoint additional Authorized Users from time to time by use of the Security Procedures and other
procedures set forth in the User’s Guide.
3. Bill Payment Services.
3.1.1. Use of Bill Payment Services. In order to use the Bill Payment Services Function
Company must be enrolled in the Digital Banking Services. Bill Payment Services allows Company to
make one-time or recurring Check or electronic payments (“Bill Payments”) from an eligible Account to
individuals, other companies, or merchants Company designates as a payee (“Payee”) to pay bills.
Company authorizes Bank to utilize third parties to provide the Bill Payment Services to Company on
Bank’s behalf. If the designated Account does not have sufficient Available Funds to complete a Bill
Payment, that Bill Payment may be refused. Bank reserves the right to refuse to make any Bill Payment,
but will notify Company of any such refusal within two (2) Business Days following receipt of Company’s
payment instruction. Company may use Bill Payment Services to make Bill Payments up to a maximum of
$120,000.00 per payment and maximum daily limit of $120,000.00. Bank reserves the right to change the
maximum Bill Payment and daily limits. By furnishing Bank with the names and addresses of a Payee,
Company authorizes Bank to follow the instruction to each Payee submitted via Bill Payment Services.
Company will instruct Bank when to send the Bill Payment by selecting a “Send on Date.” The date the
Bill Payment is sent by Bank is called the “Process Date.” When Bank receives a Bill Payment instruction,
Bank will start the transfer of funds to the Payee on your behalf and debit the applicable Account on the
Send on Date. All payments made through Bill Payment Services will be processed pursuant to regulations
concerning preauthorized payments contained in the EFTA (as applicable) and the Rules. Company agrees
not to use Bill Payment Services to initiate any form of Bill Payment that may result in an International
ACH Transaction (“IAT”), and acknowledges that such Bill Payments are specifically prohibited under
this Agreement. All other Bill Payments made through Bill Payment Services will be processed in
compliance with Regulation CC (12 CFR § 229) and Applicable Law.
3.1.2. Fees. The use of Bill Payment Services is subject to the Bank Fee Schedule.
Company agrees to pay any Fees for the Bill Payment Services as provided in the Bank Fee Schedule, as
amended from time to time.
3.1.3. Scheduling Payments. Bill Payments should only be scheduled to be paid on a
Business Day. If Company attempts to schedule a Bill Payment to be paid on a non-Business Day, the
scheduled Bill Payment will be deemed to be the first Business Day following the date of Company’s
attempt. A Bill Payment may be canceled or modified any time prior to 8:00 a.m., E.T., on the Business
Day that the payment is scheduled to occur by contacting Bank’s Bill Payment services department at 888-
522-2265 or online through Digital Banking Services.
Page 25
There will be a delay between the Process Date and the date the Payee receives the Bill Payment. All Bill
Payments require sufficient time for the Payee to receive the Bill Payment and credit Company’s account
with them accordingly. To avoid incurring a finance or other charge with a Payee, Company should
schedule all Bill Payments sufficiently in advance of the payment’s actual due date. COMPANY SHOULD
ENTER OR SCHEDULE THE BILL PAYMENT TO PROCESS AT LEAST 3 FULL BUSINESS DAYS
FOR AN ELECTRONIC PAYMENT OR 5 BUSINESS DAYS FOR A PAYMENT BY CHECK PRIOR
TO THE DATE THE PAYMENT IS ACTUALLY DUE TO MAXIMIZE THE LIKELIHOOD OF
TIMELY RECEIPT. However, Bank makes no guarantee or promise that any Bill Payment will be received
and processed by any Payee before the date on which payment is due.
3.1.4. Cancelling or Editing Bill Payments. Company may cancel or edit any Bill
Payment, including recurring Bill Payments, by following the directions within Bill Payment Services.
There is no additional charge for canceling or editing a Bill Payment. However, all cancellations or edits
must be submitted by Company and received by Bank prior to the cut-off time on the Process Date. Any
cancellation or edit received after such cut-off time may be ineffective and the Bill Payment may be made.
The daily cutoff time is 8 pm EST. Bank reserves the right to change the cutoff time, and Bank will notify
you if it changes. Bank can, at any time and without prior notice, refuse to honor any Bill Payment if it
appears to duplicate another Bill Payment.
3.1.5. Remittance Information. Company may transmit to the Payee additional detail
related to the Bill Payment by following the directions within Bill Payment Services. However, this feature
is only available for Bill Payments sent by Check. The additional detail may include information such as
invoice numbers, credit memo detail and dollar amounts, and is added to the Check.
3.1.6. Prohibited Bill Payments. Company agrees to not make, or attempt to make, any
Bill Payment (1) that will be sent outside of the United States, either electronically or by Check; or (2) to
pay tax payments, payments made pursuant to court orders, fines, payments for gambling debts, or
payments otherwise prohibited by federal, state, or local law. Any Bill Payment under (1) and/or (2) will
be considered a “Prohibited Bill Payment.” Bank reserves the right to refuse to make any Bill Payment,
but will notify Company of any such refusal within two (2) Business Days following receipt of Company’s
payment instruction.
3.1.7. No Duty to Monitor Bill Payments; Indemnification; Disputes. Company
agrees that Bank has no obligation to Company to monitor Bill Payments, including for Prohibited Bill
Payments. If Company makes any (1) Bill Payment to any Payee, or any purported Payee, for a disputed
amount, amount that Company does not owe, or for any bill that is not Company’s, (2) duplicative Bill
Payment; or (3) Prohibited Bill Payment, Company assumes the entire risk of loss. In no event will Bank
have any liability for any loss, damages, or claims resulting from any such Bill Payment. Any dispute,
objection, misapplication, mis-posting, misdirected Bill Payment, request to return funds, or anything
similar with regard to a Bill Payment, Prohibited Bill Payment, and/or with a Payee shall be solely
Company’s responsibility, be between Company and Payee, and Company must resolve directly with
Payee.
3.1.8. Risk of Loss of Data. Company acknowledges that Bill Payment Services, by their
nature of being provided through an online portal, may on occasion encounter system failure or interruption.
In the event of a system failure or interruption Company’s data may be lost or destroyed. Any Bill Payment
that Company initiated, was in the process of completing, or completed shortly before a system failure or
interruption should be verified by Company through means other than Bill Payment Services to ensure the
accuracy and completeness of such Bill Payments. Company assumes the risk of loss of data during any
system failure or interruption and the responsibility to verify the accuracy and completeness of any
Transaction so affected.
Page 26
3.1.9. Failed Payments.
3.1.9.1 A Bill Payment may not be accepted by Bank or may fail if any of the following
occur:
3.1.9.1.1 The Bill Payment was insufficiently funded;
3.1.9.1.2 Erroneous or incomplete information is provided by Company, which
prevents accurate and timely payment;
3.1.9.1.3 A Payee cannot or will not accept a payment sent by Bank;
3.1.9.1.4 Bank suspects the Bill Payment of being fraudulent; or
3.1.9.1.5 Bank suspects that the Payee is a blocked entity under Office of Foreign
Assets Control (OFAC) Sanctions.
Bank will notify Company of any Bill Payment that is not accepted or fails because of any of the reasons
described above. If the Bill Payment does not occur due to any of the reasons identified in Sections
B.2.1.8.1.2 through B.2.1.8.1.5 above, Bank may request additional information. If Company does not
provide the information needed to resolve the unaccepted or failed Bill Payment within five (5) Business
Days, the Bill Payment will be cancelled and funds will be recredited to Company’s Account.
3.1.9.2 If a scheduled Bill Payment is not accepted or fails because the Account from
which the Bill Payment was scheduled has insufficient funds or Bill Pay could not retrieve the funds
necessary to make the Bill Payment for any reason, then Company acknowledges and agrees that:
3.1.9.2.1 Bill Pay may be deactivated for all Accounts;
3.1.9.2.2 Notice of such a failed Bill Payment also constitutes notice of the
deactivation of Bill Payment Services for all Accounts and cancellation of any Bill Payments scheduled to
be made after the failed Bill Payment; and
3.1.9.2.3 You may not receive any further notice with regard to deactivation of Bill
Payment Services or that Bill Payments will not be made or initiated.
Any action under this Section B.2.1.8 will remain in effect until Bank, in its sole discretion, determines
whether Bill Payment Services will be restored. Until Bill Payment Services are restored, if at all, it is
Company’s sole responsibility to arrange for another means of payment for any cancelled Bill Payments
and all bills. Bank may, but has no obligation to, attempt to re-submit a failed Bill Payment up to three (3)
times after the Bill Payment fails as provided in this section.
3.1.9.3 Company agrees that Bank is not responsible or liable for not accepting or
processing any failed Bill Payment for any of the reasons described above, including during any time that
Bill Payment Services are deactivated, whether or not there are sufficient funds in Company’s Account
during such deactivation period.
3.1.10. Delayed or Returned Payments. To the extent known by Bank, Company will be
notified if a delay occurs in the processing of a Bill Payment. Company may be instructed to call Bank, or
Bank may call Company if more information is needed. Company understands that Payees and/or the
United States Postal Service may return Bill Payments to Bank for various reasons including Payee’s
Page 27
forwarding address has expired; Company did not provide Payee a valid account number; Payee is unable
to locate Company’s account; and/or Company’s account is paid in full. Bank may research and correct a
returned Bill Payment and resend it to the Payee, or void the Bill Payment and credit Company’s Account.
3.1.11. Processing Single Non-Recurring Bill Payments. Bank processes single non-
recurring Bill Payments on the Business Day that Company designates as the Bill Payment’s Process Date,
provided the Bill Payment is submitted prior to the daily cutoff time on that date. Bank processes single
non-recurring Bill Payments submitted after the cutoff time on the following Business Day. If Company
designates a non-Business Day as the Bill Payment’s Process Date, Bank will process on the first Business
Day following Company’s designated Process Date. An order to Bank to make a single non-recurring Bill
Payment through Bill Payment Services cannot be given more than 364 days before the date the single non-
recurring Bill Payment is to become due.
3.1.12. Recurring Payments. Upon processing a recurring Bill Payment, Bank
automatically reschedule it for its next occurrence. Based on Company’s selected frequency settings for the
Bill Payment, Bank will calculate the Process Date for the next occurrence of Company’s Bill Payment. If
the calculated Process Date is a non-Business Day, Bank adjusts the Process Date for the new occurrence
of the Bill Payment to the first Business Date after the calculated Process Date. If Company’s frequency
settings for the recurring Bill Payment specify the 29th, 30th or 31st of the month as the Processing Date
and that date does not occur in that month, then Bank uses the last calendar day of the month as the
calculated Process Date. An order to Bank to make a recurring Bill Payment through Bill Payment Services
cannot be given more than 364 days before the date the recurring Bill Payment is to become due.
3.1.13. For single and recurring Bill Payments, allow at least seven Business Days prior
to the due date for each Bill Payment to reach the Payee (for west coast subscribers, allow eight Business
Days). Company can change or cancel a Bill Payment provided the change is made prior to the cutoff time
on the Business Day prior to the Business Day Company initiates the Bill Payment.
3.1.14. Company agrees to have Available Funds on deposit in the Account it designates
in amounts sufficient to pay all Bill Payments requested, as well as any other payment obligations it has to
Bank. Bank reserves the right, without liability, to reject or reverse a Bill Payment if Company fails to
comply with this requirement or any other terms of this Agreement. If Company does not have sufficient
Available Funds in its Account and Bank has not exercised its right to reverse or reject a Bill Payment,
Company agrees to pay for such payment obligations on demand. Company further agrees that Bank may
charge any of Company’s Accounts with Bank to cover such payment obligations. Bill Payments are
processed either by Check or Electronic Fund Transfers. Please see the Electronic Banking Network
Disclosure you received when you opened your Account, which discloses important information concerning
your rights and obligations.
3.1.15. Rush Bill Payments. A Bill Payment on an expedited basis (“Rush Bill
Payment”) is available for a limited number of Payees. Availability of Rush Bill Payment options will be
based on Payee capabilities, time of day, and payment delivery mechanisms. The cut-off time for Rush Bill
Payment may vary based on the location of the Payee. Company shall not submit Rush Bill Payments for
an overnight Check addressed to an individual, PO Box, or location outside of the contiguous 48 states and
District of Columbia, or any other reason as communicated by Bank. Company is responsible for entering
and validating any information, including addresses for overnight Checks. Rush Bill Payments in the form
of electronic payments will utilize ACH. All Rush Bill Payments will be immediately debited from
Company’s Account, including any applicable Fees, upon submission of the Rush Bill Payment. Company
will not have the ability to edit or cancel any Rush Bill Payment after submission.
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3.1.16. Bank Errors; Limitation of Liability. If Bank does not properly complete a Bill
Payment on time or in the correct amount, Bank will pay any reasonable and directly resulting late fees or
finance charges, and provided that at the time of submission of the applicable Bill Payment:
3.1.16.1 Company’s account with the Payee was in good standing;
3.1.16.2 Company’s applicable Account contained sufficient immediately Available Funds
to cover the Bill Payment;
3.1.16.3 Company submitted correct and sufficient information to complete the Bill
Payment; and
3.1.16.4 Bank is not responsible for any failure to pay as a result of delays not within the
Bank’s control.
This shall be Company’s sole remedy with respect to its use of the Bill Payment Services. Bank will not
be liable for any charges or fees imposed or any other action taken by any Payee or any other party
resulting from a payment that you did not pay or schedule properly, including finance charges and late
fees. In addition, Bank is not be liable if any third party through whom any Bill Payment is to be made
fails to properly transmit, delays, misapplies, loses, or steals the payment to the Payee. Company is liable
for all Transactions it makes or that it authorizes another person to make using Bill Payment Services
accessed through Digital Online Banking. Company is responsible for monitoring its DBS Administrator
and any other Authorized Users, and terminating their access as needed within Digital Banking Services.
The DBS Administrator can add/edit/delete users through the administration tab in Digital Banking
Services. Company will be responsible for any Bill Payment request that contains an error or is a
duplicate of another Bill Payment. Bank is not responsible for a Bill Payment that is not made if
Company did not follow the instructions for making a Bill Payment properly. Bank is not liable for any
failure to make a Bill Payment if Company fails to notify Bank promptly after it learns that has not
received credit from a Payee for a Bill Payment. Bank is not responsible for Company’s acts or omissions
or for those of any other person, including, without limitation, any transmission or communications
facility, and no such party shall be deemed to be Bank's agent. In any event, Bank will not be liable for
any special, consequential, incidental, or punitive, or any other losses, damages or expenses incurred in
connection with the Digital Banking Services, or the Bill Payment Services, even if Bank has knowledge
of the possibility of them. Bank is not liable for any act, failure to act, or delay in acting, if it is caused in
whole or in part by circumstances beyond Bank's reasonable control. Notify the CIS Support Team at
844-979-7164 or via email at cis@lakecitybank.com in the event of the failure by Bank to make a Bill
Payment, if a Bill Payment is not received by a vendor or a stop payment needs to be placed on a Bill
Payment.
3.1.17. Compliance with Law. While Bank has no obligation to monitor Company Bill
Payments, Bank may monitor Company’s use of Bill Payment Services, and any Bill Payments, for Bank’s
own benefit, for compliance with this Agreement, and compliance with federal and state laws, including
laws and regulations governing currency Transactions and money laundering. Bank may refuse or cancel
any Bill Payment, including any recurring Bill Payment, if Bank, in its sole discretion, believes such Bill
Payment was a Prohibited Bill Payment or may violate Applicable Law.
4. Mobile Deposit Services. The Mobile Deposit Service allows you to use the Lake City Bank
Digital App to make deposits to your Accounts from home, office, or other remote locations (individually
a “Mobile Deposit”; collectively “Mobile Deposits”) by taking photos of the front and back of original
Checks and transmitting the digital images (“Images”) and associated deposit information to us or our
processor with your Mobile Device.
Page 29
4.1 Fees. The use of Mobile Deposit Services is subject to the Bank Fee Schedule. Company
agrees to pay any Fees for the Mobile Deposit Services as provided in the Bank Fee Schedule, as amended
from time to time.
4.2 Limits. Bank may establish daily and 30-day limits on the dollar amount and/or number of
Check Images or Mobile Deposits. The daily and 30-day limits are over calendar Days and calculated based
on Company’s total Mobile Deposit activity across all Accounts that it uses with the Mobile Deposit
Service. If Company attempts to initiate a Mobile Deposit in excess of these limits, Bank may reject the
Mobile Deposit and Company may deposit the Check(s) in a manner consistent with other methods for
making deposits provided by Bank (such as at a branch or ATM or by mail). If Bank permits you to make
a Mobile Deposit in excess of these limits, such Mobile Deposit will still be subject to the terms of this
Agreement, and Bank will not be obligated to allow such a Mobile Deposit at other times. Company’s
assigned dollar deposit limit will be disclosed to it at the time that it makes the Mobile Deposit. Bank
reserves the right to change the limits. Any such change shall be effective immediately and may be
implemented prior to any receipt of notice thereof.
4.3 Funds Availability. After acceptance of the Mobile Deposit, Bank shall process the
Mobile Deposit along with other Transactions received that Business Day by Bank. For the purpose of
determining availability of funds, Bank may hold funds for the period of time permitted by Bank’s funds
availability disclosure. Mobile Deposit funds are generally available the next Business Day after the
Business Day of a deposit unless a hold is placed. If a hold is placed, Company will be notified. Funds
deposited after 7:00 PM eastern time (“ET”) on any Business Day and after noon ET on Christmas Eve,
when Christmas Eve falls on a Business Day, will not be available for withdrawal until the second Business
Day following deposit.
4.4 Requirements. Each Image must provide all information on the front and back of the
original Check at the time presented to Company by the drawer (the person or entity from whose Account
the Check was written), including, but not limited to, information about the drawer and the paying bank
that is preprinted on the original Check, MICR information, signature(s), any required identification written
on the front of the original Check and any endorsements applied to the back of the original Check. The
Image quality must meet the standards established by the American National Standards Institute, the Board
of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association.
Endorsements must be made on the back of the Check as it is made payable to and include “FOR MOBILE
DEPOSIT ONLY AT LAKE CITY BANK.” Company acknowledges and agrees that it shall be liable to
us for any loss Bank incurs caused by a delay or processing error resulting from an irregular endorsement
or other markings placed on the Check by Company.
4.5 Original Checks. After Company has received confirmation that a Mobile Deposit has
been approved for deposit, it should mark the Check as having been deposited. Company agrees to store
the original Check securely for a period of 30 calendar days from the date of the Image transmission (such
period the “Retention Period”). During the Retention Period, Company shall take appropriate security
measures to ensure that: (a) the information contained on such Checks shall not be disclosed, (b) such
Checks will not be duplicated or scanned more than one time and (c) such Checks will not be deposited or
negotiated in any form. Upon expiration of the Retention Period, Company shall destroy the original Check
it transmitted as an Image using a method of destruction that will result in the paper based Item being un-
processable and all sensitive personal and financial information undecipherable. Company hereby
indemnifies Bank for, and holds Bank harmless from and against, any and all claims, demands, actions,
causes of action, losses, and damages, of whatever nature or kind, and regardless of the theory upon which
the same is (are) based, caused directly or indirectly by, arising out of, related to, in connection with or
resulting wholly or partially from, the destruction of original Checks by Company. During the Retention
Period, Company agrees to promptly provide the original Check to Bank upon request.
Page 30
4.6 Contingency Plan. Company agrees that, in the event it is not able to capture, process,
produce or transmit a Mobile Deposit to Bank, or otherwise comply with the terms hereof or of the
procedures, for any reason, including, but not limited to, communications, equipment or software outages,
interruptions or failures, it will make the deposit in a manner consistent with other methods for making
deposits provided by Bank until such time that the outage, interruption or failure is identified and resolved.
Company hereby acknowledges and agrees that Bank shall not be liable to Company for any loss or damage
of any nature it sustains as the result of Company’s inability to use the Mobile Deposit Service. The deposit
of original Checks through these other methods shall be governed by the terms and conditions of the Deposit
Account Agreement and not by the terms of this Agreement.
4.7 Returned Deposits. If Images of Checks deposited by Company are dishonored or
otherwise returned unpaid by the drawee bank, or are returned by a clearing agent for any reason, including,
but not limited to, issues relating to the quality of the Image, Company understands and agrees that, since
Company either possess the original Check or has destroyed it in accordance with the original Check
provisions in this Agreement, the original Check will not be returned, and Bank may charge back an Image
of the Check to Company’s Account. Company understands and agrees that the Image may be in the form
of an electronic or paper reproduction of the original Check or a substitute Check. Unless otherwise
instructed by Bank, Company agrees not to deposit the original Check if an Image or other debit as
previously described is charged back to Company.
4.8 Your Warranties. Company makes the following warranties and representations with
respect to each Image submitted for Mobile Deposit:
4.8.1. Checks Deposited. Each Image transmitted by Company to Bank is in accord with
and complies with this Agreement, the Related Agreements, and the Rules;
4.8.2. Image Quality. Each Image transmitted by Company to Bank contains an accurate
representation of the front and the back of each Check and complies with the requirements of this
Agreement;
4.8.3. Accuracy of Information. All data and other information submitted by Company
to Bank, including, but not limited to, data contained in the MICR line of each Check is complete and
accurate and complies with the requirements of this Agreement;
4.8.4. No Duplicates. Each Image submitted to Bank complies with Company’s
agreement not to: (i) create duplicate Images of the Checks, (ii) transmit a duplicate Image to Bank, or (iii)
deposit or otherwise negotiate the original of any Check of which an Image was created. Company further
warrants that no subsequent transferee, including but not limited to Bank, a collecting or returning bank,
drawer, drawee, Payee, or endorser, will be asked to pay the original Check from which the Image was
created or a duplication (whether paper or electronic, including ACH entries) of such Check;
4.8.5. No Loss. No subsequent transferees of the Check or Checks, including but not
limited to Bank, a collecting or returning bank, drawer, drawee, Payee, or endorser, shall sustain a loss as
the result of the fact that the Image was presented for payment or returned instead of the original Check;
4.8.6. Information. All information provided by Company to Bank is true, complete,
and accurate in all respects;
4.8.7. Transactions. Each Image submitted to Bank and related Transactions are, and
will be, bona fide. All signatures on Checks are authentic and authorized.
Page 31
4.8.8. Indemnity. Company will indemnify Bank for, and hold Bank harmless from and
against, any and all claims, losses, liabilities, costs, and expenses (including, without limitation, reasonable
attorneys’ fees) arising from a breach of any of Company’s warranties, representations and/or obligations
in connection with any Mobile Deposit subject to this Agreement, any Related Agreement, or any other
agreement between you and Bank. The terms of this paragraph shall survive the termination of this
Agreement.
4.9 Termination. We may terminate use of the Mobile Deposit Service by any individual at
any time. We may terminate it without notice if we reasonably believe it will prevent a loss to us, or if you
have violated your agreements with us. Neither termination nor discontinuation shall affect your liability
or obligation under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Master Digital Banking Services
Agreement to be executed effective as of the Effective Date.
“Bank”
LAKE CITY Bank,
an Indiana banking corporation
By: ______________________________
Print Name: ________________________
Title: ____________________________
“Company”
_________________________________
By: ______________________________
Print Name: ________________________
Title: ____________________________
Address for Notice:
202 E. Center Street Warsaw, Indiana 46581
Attn: Corporate & Institutional Services
Schedule I
MASTER DIGITAL BANKING SERVICES AGREEMENT - SCHEDULE I
SECURITY PROCEDURES SUPPLEMENT
Company must comply with the applicable Security Procedures described in this Security Procedures
Supplement to the Master Digital Banking Services Agreement (the “Master Agreement”) when using the
Services offered by Bank for which Company has enrolled. Bank may modify or amend the Security
Procedures from time to time upon reasonable written or electronic notice to Company or by any other
method permitted by law. The current version is available upon request. Company’s continued use of the
Services following delivery of notice of modification to the Security Procedures will affirm its agreement
to any future revisions to this Security Procedures Supplement. Capitalized terms used herein and not
otherwise defined will have the meanings given them in the Master Agreement.
SECURITY PROCEDURES APPLICABLE TO ALL OF THE SERVICES
The procedures and processes described herein are designed to establish the minimum control expectations
for Company’s use of the Services provided by Bank (the “Security Procedures”). The Security
Procedures supplement the prudent banking practices and precautions required of the Company and
described in the Master Agreement. The Services provided by Bank are generally accessed by means of
Bank’s Digital Banking Services; however, in the event Company elects to transmit information of any
kind through any other medium to Bank, the Security Procedures shall still apply. Certain Services, such as
Wire Transfer Services (as defined in the applicable Service Addendum) and ACH Services, are only
available upon specific request through Bank’s online banking system. The Security Procedures establish
Company authentication at login, and provide a system of layered security for access to Online Banking
and access to Company’s information. Bank will provide Company, or Company’s Administrator will be
required to select, Access Credentials for the Administrator and any Authorized Users to employ in
accessing the Services. Bank will also make available Security Procedures Enhancements for certain of the
Services. Bank may also provide Company with User Guides in connection with certain Services. Bank
shall not be responsible for any action taken, allowed, or omitted in connection with any of the
Services provided by Bank, or for any liability, loss, claim, or damage incurred by Company, and
arising from the failure of Company to follow and employ the Security Procedures.
COMMUNICATING WITH THE BANK
Some of the Services may require the Company to communicate information to Bank, some, or all of which
may be confidential. Bank strongly encourages the Company to send any Confidential Information to Bank
using a secure method, either through online banking, secure email, or fax. The Company assumes all
liability for losses resulting from its failure to use a secure method of communication.
SECURITY OF ACCESS CREDENTIALS
Company agrees to change the temporary Access Credential(s) promptly after Company is given access to
the Services for the first time, or when access is re-established following a lockout of the System. Company
also agrees to change on a regular basis any identification number, login number, password, or other Item
of information that is an Access Credential or that is assigned to Company’s Administrator or Authorized
Users on a regular basis, but no less frequently than every 90 days. Whenever anyone who has had access
to Company’s Access Credential(s) is no longer employed or authorized by Company to access the
Services, Company is responsible for deleting and/or blocking any Access Credential used by or assigned
Schedule I
to such departed employee. Bank may require Company to change Company’s Access Credential(s) at any
time. Bank may deny access to the Services without prior notice if Bank is unable to confirm (to its
satisfaction) any person’s authority to access the Services or if Bank believes such action is necessary for
security reasons. No transmission of any data that might contain Confidential Information should be sent
over the internet unless it is authenticated and encrypted via an outside vendor’s secure system.
GENERAL INFORMATION CONCERNING SECURITY PROCEDURES FOR ONLINE BANKING
Security Enhancements
In addition to the Security Procedures described above, Company will select and make use of the Online
Banking Security Procedures (“Security Enhancements”) offered by Bank in accordance with the
instructions provided by Bank. Company understands that a failure to use the Security Procedures
Enhancements will increase its risk of unauthorized Transactions. Company understands that access to the
Accounts is under Company’s complete control and that Bank employees are unable to unilaterally access
Company’s Accounts through use of the Digital Banking Services. It is the responsibility of Company to
regularly access its Accounts by means of the Digital Banking Services to review the activity posted to its
Accounts, and to immediately notify Bank in the event it detects any unauthorized activity.
Access to Account Information
Authorized Users may perform Services Functions as authorized by the Administrator, but subject to any
limitations on transfers or Services Functions set forth in this Addendum, the Application, or in the Account
Terms and Conditions. Authorized Users may access Accounts through use of the Services seven days a
week. The Administrator will select the online banking Security Procedures it prefers to use and will ensure
that the Authorized Users follow all instructions provided to Company with respect to the online banking
Security Procedures.
SECURITY PROCEDURES FOR SERVICES ACCESSED THROUGH ONLINE BANKING
The following are the descriptions, terms and conditions of Security Procedures required by Bank for ACH
Services and for Wire Transfer Services (as defined in the applicable Service Addendum), and available at
Company’s election for the other Services offered by Bank. Company’s Administrator must notify Bank in
writing if it elects NOT to use any one or more of the Mandatory Security Procedures listed below with the
Services.
Mandatory Security Procedures
The following Security Enhancements are “Mandatory Security Procedures” and are the responsibility
of Company:
• Reliable, current (up-to-date) and fully patched security suites including, at minimum, anti-
virus, anti-malware; anti-botnet, and anti-spyware
• Hardware and software firewalls
• Hardware and VPN Encryption
• Process to patch systems in a timely manner
• Written security procedures designed to detect intrusion and protect Company’s network
from infection and data breach
Schedule I
• Regular employee training
To initiate an ACH or Wire Transaction, the user is required to enter their user ID, password, and a
secured access code (“SAC”). If a user is unable to enter the secure access code (SAC) (or if their user ID
or password is entered incorrectly) they will not be able to access their Account using online banking.
Bank requires all Authorized Users to change their passwords every 90 days.
Additionally, the following additional Mandatory Security Procedures are active by default or made
available upon enrollment in Digital Online Banking and acceptance of the Master Agreement and
applicable Services Addenda:
Dual Control: A single user may not initiate a funds transfer through the use of the Wire Transfer
Services (as defined in the applicable Service Addendum) or ACH Services. At least two
Authorized Users must use a secure access code (“SAC”) and their respective user ID’s, and
passwords. as described below to initiate a funds transfer.
Out of Band Authentication:
Out of Band Authentication is authentication outside of the Digital Banking Services. The
Component the user is logging in with is evaluated using Component profiling to determine the
risk of the log-in: low (PASS), medium (REVIEW), high (REJECT). Out of Band Authentication
is used as a step-up authentication approach in the event that the Component profiling result is
REVIEW. Authentication is then performed through an automated voice call or text message.
The user is first presented with a list of the phone numbers on record in Bank’s Digital Banking
Service. The user can choose any number listed to receive the voice call or text. They will then
need to enter the security code. When the user selects to get an SMS text they give the Service
permission to send the SMS text. This text will include the security code and the user will need to
enter the code into the box on the screen. In either instance, when the correct security code is
entered, the user can proceed to enter their password.
Discretionary Security Enhancements
Additional discretionary Security Enhancements that Bank strongly encourages Company to employ are:
Dedicated computer for online banking access only (no Company server or email access)
• Time restrictions/screen-savers with password required for re-entry
• Positive Pay Services
• ACH Positive Pay Services
Company recognizes that the above controls are recommended by Bank and provide significant additional
security to prevent fraudulent activity. By choosing not to employ these techniques or additional Services,
Company hereby accepts any and all liability from any type of loss or infringement which the above
recommendations and/or Services may have prevented. Company will hold Bank harmless for any and all
liability by Company’s choice to not employ the above recommendations or additional Services.
Initials:
Schedule I
IMPORTANT INFORMATION ABOUT THE USE OF SECURITY PROCEDURES FOR WIRE
TRANSFER SERVICES
Company acknowledges that the full scope of the Security Procedures for Wire Transfer Services (as
defined in the applicable Service Addendum) that Bank offers and strongly recommends is available only
if Company communicates directly with Bank by (i) telephoning its wire transfer desk at the telephone
number communicated by Bank to Company, (ii) by use of Digital Banking Services, or (iii) by visiting
one of Bank’s branches. If Company attempts to communicate by any other method or otherwise not in
accordance with the Security Procedures, Bank will not be required to execute such instructions, but if Bank
does so, Company will be deemed to have refused the Security Procedures that Bank offers and strongly
recommends, and Company will have agreed to be bound by any wire transfer, whether or not authorized,
which is issued in Company’s name and accepted by Bank in good faith. Where Company has enrolled in
online banking, it acknowledges it has been provided with Security Procedures for use in initiating Payment
Orders for funds transfers and it acknowledges that the Security Procedures it has selected in its Application
are commercially reasonable.
SECURITY PROCEDURES REQUIRED FOR REMOTE DEPOSIT CAPTURE SERVICES
Company agrees to (i) limit access to and ensure safeguarding of any and Remote Deposit Capture (as
defined in the applicable Services Addendum) equipment to persons who have a need for such access, and
shall closely and regularly monitor the activities of employees who access the Services; (ii) notify Bank
immediately if Company has any reason to believe the security or confidentiality required by this provision
has been or may be breached; and (iii) immediately change any Access Credential if Company knows or
suspects the confidentiality of such Access Credential has been compromised in any way. The
Administrator or Primary Contact will appoint a Remote Deposit Services Administrator (“RDS
Administrator”) as designated in the Application, who has the authority to appoint Authorized Users.
SECURITY PROCEDURES ACKNOWLEDGEMENT
Company acknowledges that all relevant information has been provided to Bank about its funds
transfer needs and circumstances and the contemplated size, type, and frequency of funds transfer
requests that Company intends to make, and that it has been offered the full range of Security
Procedures made available by Bank to its customers. Based on the foregoing, Company
acknowledges and agrees that its selected Security Procedures are commercially reasonable for
protection against fraudulent activity, and agrees to make use of these Security Procedures in
connection with any Payment Order, Transaction, funds transfer, or instruction transmitted to
Bank.
“COMPANY”
(Company Name)
By:
Printed:
Title:
Tax ID ____________
Date ____________
LAKE CITY BANK
POSITIVE PAY SERVICES ADDENDUM TO
MASTER DIGITAL BANKING SERVICES AGREEMENT
This Positive Pay Service Addendum (“Positive Pay Addendum” or the “Addendum”) sets
forth the product information, disclosures, and terms and conditions for Positive Pay services
(“Positive Pay Services”). This document, together with the Master Digital Banking Services
Agreement (“Master Agreement”) entered into between Company and Lake City Bank (“Bank”)
dated on or prior to the Effective Date, Company’s application for Digital Banking Services (the
“Application”), the Account Terms and Conditions, the Security Procedures Supplement, and any
schedules, supplements, or exhibits to this Positive Pay Addendum or the Application, constitute the
agreement between Company and Bank for the Positive Pay Services. In the event of any inconsistency
between a provision of this Addendum and the UCC, this Addendum shall control.
1.Definitions.
1.1. “Authorized Accounts” means any Company Account identified on the Application.
1.2. “Check Issue Report” means a record describing Checks drawn by Company on an
Authorized Account, created by Company in accordance with the procedures described
in the Documentation and uploaded or otherwise delivered to Bank’s operating system.
1.3. “Cut-Off Time” means the latest time by which Company may advise Bank as to any
action it must take hereunder, as set forth in the Documentation.
1.4. “Default Option” means the option to either pay or return Exception Checks selected
by Company in the Application.
1.5. “Default Override” means instructions of Company delivered to Bank as described in
the Documentation to override the Default Option selected by Company with respect
to an Exception Check, which shall contain the complete Check number and amount
specified in the Exception Check Report.
1.6. “Documentation” means all documents, applications, user set-up forms, system
requirements guides, schedules of fees, the user manual, any other user guides/quick
references and all instructions (including on-line instructions) that Bank may provide
to Company from time-to-time in connection with the Positive Pay Services.
1.7. “Exception Check” means a Presented Check that does not match a Check included
in a Check Issue Report.
1.8. “Exception Check Report” means a report describing Exception Checks which is
made available by Bank to the Company by means of the Digital Banking Services.
1.9. “Pay Request” means an instruction by Company to Bank to pay an Exception Check.
1.10. “Presented Check” means a Check drawn on an Authorized Account and presented to
Bank for payment through the Check collection system.
1.11. “Return Request” means an instruction by Company to Bank ordering Bank not to
pay an Exception Check.
1.12. “Timely” means in all cases in an expedient manner, and in no event later than the Cut-
Off Time.
Capitalized terms used in this Addendum and not otherwise defined in this Addendum shall have the
meanings given them in the Master Agreement, or if not defined in the Master Agreement such terms
shall have the meanings given them in UCC.
2. Procedures for the Services.
2.1. Check Issue Report. To use the Positive Pay Services, Company shall from
time to time submit Check Issue Reports to Bank prior to the date the Checks are presented to Bank.
Specifically, Company shall either manually enter individual Check information via Digital Banking
Services, or upload Check Issue Reports immediately following their creation and prior to the
disbursement of Checks issued by Company. The Check Issue Report shall accurately state the Check
issue date, Check number, payee name, and the exact amount of each Check drawn on each Authorized
Account since the last Check Issue Report was uploaded. Company shall upload the Check Issue
Reports into Bank’s operating system in the format and medium, by the Bank’s deadlines, and in
accordance with the procedures specified by Bank in the Documentation. The Check Issue Report will
be moved into Bank’s operating system effective from time to time, following submission by
Company.
2.2. Payment of Presented Checks and Reporting of Exception Checks. Bank shall
compare each Presented Check by Check number, and amount, and payee (if selected on the
Application), against each Check Issue Report received by Bank in accordance with the procedures set
forth in the Documentation. On each Business Day that it receives Presented Checks, Bank: (i) may
pay and charge to the Authorized Account, each Presented Check that matches by Check number and
amount of a Check shown in any Check Issue Report; and (ii) shall make available to Company an
Exception Check Report that indicates whether any Presented Check is an Exception Check and, if so,
specify the complete Check number, amount, and Check image of any such Exception Check; shall
send the Exception Check Report in accordance with the procedures specified by Bank in the
Documentation.
2.3. Payment and Dishonor of Exception Checks. Bank will pay or return Exception
Checks in accordance with the Default Option selected by Company for each Authorized Account on
the Application, in accordance with the following procedures:
2.3.1. Return Default Option. Where Company has selected the return Default
Option to apply to an Exception Check, Bank will return to the depositary bank each
Exception Check drawn on that Authorized Account, unless Company instructs Bank
to pay such Check by issuance of a Default Override in accordance with the procedures
specified by Bank in the Documentation, and by the Cut-Off Time set forth in the
Documentation.
2.3.2. Pay Default Option. Where Company has selected the pay Default
Option to apply to an Exception Check, Bank will finally pay and charge to the
appropriate Authorized Account each Exception Check, provided there are Available
Funds and subject to any other relevant procedures, and provided further that Company
has not issued a Default Override as to such Exception Check in accordance with the
procedures specified by Bank in the Documentation, and by the Cut-Off Time set forth
in the Documentation.
2.4. Company and Bank Communications.
2.4.1. Bank shall use only Check Issue Reports that comply with the
formatting and substantive requirements set forth in the Documentation and that have
not been revoked in accordance with Bank’s procedures.
2.4.2. Bank shall not be obligated to comply with any Default Override
received that is not communicated in accordance with the Documentation but may
instead treat such a Default Override as though it had not been received.
2.4.3. Bank is not responsible for detecting any Company error contained in
any Check Issue Report or Default Override or other communication sent by the
Company to Bank.
2.4.4. Company agrees to use only Exception Check Reports that comply
with the requirements of the Documentation in the preparation of any Default Override
and Company shall be liable for losses resulting from the fraudulent issuance and
communication of any Check Issue Report or Default Override from Company to
Bank.
2.5. Remedies.
2.5.1. UCC Liability. To the extent applicable, the liability provisions of UCC
Articles 3 and 4 shall govern this Addendum, except as modified below.
2.5.2. Wrongful Honor. It shall constitute wrongful honor by Bank if Bank
pays an Exception Check listed in an Exception Check Report unless: (a) Company has
selected the return Default Option, or (b) Company selected the pay Default Option
and did not issue a Default Override. In the event that there is wrongful honor:
a. Bank shall be liable to the Company for the lesser of the amount of
the wrongfully paid Exception Check or the Company’s actual
damages resulting from Bank’s payment of the Exception Check;
b. The Bank expressly waives any right it may have to assert that the
Company is liable for the amount of the wrongfully honored
Exception Check on the grounds that the Exception Check was
properly payable under UCC section 4-401;
c. Bank retains the right to assert Company’s failure to exercise
reasonable care under UCC sections 3-406(a) and 4-406(c). Bank’s
wrongful honor shall however constitute a failure of Bank to have
exercised ordinary care under the loss allocation provisions of UCC
sections 3-406(b) and 4- 406(e);
d. Bank retains the right to assert the defense that Company has
sustained no actual damages because Bank’s honor of the
Exception Check discharged for value an indebtedness of the
Company.
2.5.3 Wrongful Dishonor. Except as provided below, it shall constitute
wrongful dishonor by Bank if Bank dishonors an Exception Check unless: (a)
Company has selected the pay Default Option, or (b) Company has selected the return
Default Option and has not issued a Default Override. In the event there is wrongful
dishonor, Bank’s liability for wrongful dishonor of an Exception Check shall be limited
to the damages for wrongful dishonor recoverable under UCC Articles 3 and 4.
Notwithstanding the immediately preceding sentence, Bank shall have no liability to
Company for wrongful dishonor when Bank, acting in good faith, returns an Exception
Check: (i) that Bank reasonably believed was not properly payable; (ii) due to
insufficient Available Funds on deposit in the Authorized Account; or (iii) as required
by the service of legal process on Bank or the instructions of regulatory or government
authorities or courts.
2.5.4 Rightful Payment and Dishonor. Except as provided in Section 2.5.5 of
this Addendum:
a. If Bank honors an Exception Check in accordance with the pay
Default Option selected by Company or in accordance with a
Default Override issued by Company, such honor shall be rightful,
and Company waives any right it may have to assert that the
Exception Check was not properly payable under UCC section 4-
401.
b. If Bank dishonors an Exception Check in accordance with the
return Default Option selected by Company or in accordance with
a Default Override issued by Company, the dishonor shall be
rightful, and Company waives any right it may have to assert that
the dishonor was wrongful under UCC section 4-402.
c. Company agrees that Bank exercises ordinary care whenever it
rightfully pays or returns an Exception Check consistent with the
provisions of the Agreement.
2.5.5 Faulty Information. Bank shall only be liable for Company’s actual
damages that are proximately caused by Bank’s honor of a Check that was not properly
payable, or its dishonor of a Check that was properly payable, if the honor or dishonor
occurred because Bank either: (i) should have shown the check on an Exception Check
Report but failed to do so; or (ii) showed the Check on an Exception Check Report but
referenced the wrong Check number, unless Bank provided Company with Timely
information that disclosed the error.
3. Assignment. To the extent that Company suffers a loss under this Addendum, Bank assigns to
Company any claim that Bank would have against a depositary or collecting Bank to recover the loss,
including any claim of breach of warranty under UCC sections 4-207, 4-208, or 4-209.
4. Standard of Care. Company is responsible for, and Bank may rely upon, the contents of each
Check Issue Report and Default Override. Company is required to provide Bank with Check Issue
Reports in a Timely manner, and will not be liable for any loss incurred by Company that is the result
of the failure by Company to perform its obligations hereunder in a Timely manner. Bank may: (a)
assume that each Check Issue Report and Default Override was issued by a person authorized to act
on behalf of Company, regardless by whom they were issued, and Company is bound thereby; and (b)
issue any notification to any person Bank reasonably believes is authorized to receive it on behalf of
Company.
___________
Initial Here
Company Tax ID: ________________
Date: ____________
LAKE CITY BANK
ACH POSITIVE PAY SERVICES ADDENDUM TO MASTER DIGITAL BANKING SERVICES AGREEMENT This ACH Positive Pay Services Addendum (“ACH Positive Pay Addendum” or the
“Addendum”) sets forth the product information, disclosures, and terms and conditions for ACH Positive Pay services (“ACH Positive Pay Services”) provided by Lake City Bank (“Bank”). This ACH Positive Pay Addendum, together with the Master Digital Banking Services Agreement (“Master Agreement”) entered into between Bank and Company dated on or prior to the Effective Date, Company’s application for treasury management services (the “TM Application”), the Account Terms
and Conditions, the Security Procedures Supplement, and any schedules, supplements, or exhibits to this ACH Positive Pay Addendum or the TM Application, constitute the entire agreement between Company and Bank for the ACH Positive Pay Services.
1. Definitions.
1.1 “ACH Authorization” means (i) those types of incoming ACH debit transactions specific to an originating company ID or SEC Code and authorized by the Company for posting to its Account, or (ii) a dollar threshold with respect to incoming ACH debit ACH Transactions designated
by the Company as authorized for posting to its Account.
1.2 “ACH Block” means that Bank will limit or block the posting of ACH debits to Company’s Accounts as specified by Company within the Online Banking module.
1.3 “ACH Transactions” means an Entry made by means of the ACH network used for electronic transfers of funds between deposit accounts at financial institutions.
1.4 “Authorized Accounts” means any Company Account identified on the TM Application.
1.5 “Exception Items” means any ACH Transactions that do not meet the criteria of ACH Authorizations or ACH Blocks.
1.6 “Exception List” means a custom alert list created by Company within the Online Banking module and supplied to Bank, consisting of exceptions to its ACH Blocks or ACH Authorizations that is implemented by means of the ACH Positive Pay Services.
1.7 “Settlement Date” means with respect to any Entry, the date the Entry is posted to the account of Bank by the Federal Reserve Bank of Chicago in accordance with Section VI of the Rules.
Capitalized terms used in this Addendum and not otherwise defined herein or in the Master Agreement will have the meanings given them in the NACHA Operating Rules and Guidelines.
2. ACH Positive Pay Services. Company maintains with Bank one or more Authorized Accounts for which it wishes Bank to perform ACH Positive Pay Services, as follows:
2.1 Bank receives incoming debit Entries that are ACH Transactions for posting to Company’s Authorized Accounts, which as ACH Transactions are subject to the Rules. Company hereby agrees to comply with and be bound by the Rules as they relate to the ACH Positive Pay Services.
2.2 Bank will handle all Entries received by it that are designated for debit from an Authorized Account, as more fully set forth in the Application. Subject to the Account Terms and Conditions and the Rules, and based upon Company’s filter selections in the TM Application, and any Exception List provided to Bank by Company, Bank will apply the designated filters to incoming debit Entries, and process only those that comply with the filters. Bank will notify Company of any Entry
that does not comply with the filters and Company must notify Bank of its decision to authorize payment of such non-complying Entry or Entries by 1:30 PM EST on the Settlement Date. Bank will return any Entry that does not comply with the filters if it does not receive an authorization to process the Entry by the aforementioned deadline, by following the procedures set forth in the Rules.
2.3 Company represents and warrants that sufficient collected funds are available in its Authorized Account to pay each Exception Item that Company authorizes Bank to pay. Any overdrafts of an Authorized Account created by such authorization to pay an Exception Item will be due and payable to Bank immediately, and subject to the NSF fees payable on the Authorized Account as established by Bank from time to time.
3. Limitation of Liability. In addition to the limitations on Bank’s liability set forth in the Master Agreement, Bank shall not be liable for returning Entries based upon Company’s instructions as set forth herein and in the TM Application, and Company will indemnify and hold Bank, its officers, directors and employees, harmless from any loss, liability, or expense (including attorneys’ fees and
costs) resulting from or arising out of any claim of any person arising out of the ACH Positive Pay Services, except for the gross negligence or willful misconduct of Bank. In no event shall this indemnification provision limit any indemnification provision set forth in the Rules, or the Master Agreement. Further, Bank shall not be liable due to insufficient or inaccurate originator information
supplied by Company, and shall be entitled to rely solely upon the information provided by Company to Bank. Furthermore, Bank shall not be liable for any fees or charges associated with or incurred by Company in connection with non-payment of an ACH debit Entry or the failure to pay a legitimate obligation in a timely manner. Any liability of Bank shall be only for the amounts actually recovered by Bank pursuant to acts taken at Bank’s sole discretion against NACHA or any third party pursuant
to the Rules; in no event shall Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage which Company may incur or suffer in connection with this Addendum, whether or not the likelihood of such damages was known or contemplated by Bank and regardless of the legal or equitable theory of liability Company may assert, including without limitation, loss or damage from subsequent wrongful dishonor resulting from Bank’s acts or omissions pursuant to this
Addendum. Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average federal funds rate for the period involved, or the Account rate, whichever is less.
_________
Initial Here
Tax ID ____________
Date ____________
LAKE CITY BANK
ACH SERVICES (ORIGINATOR) ADDENDUM TO
MASTER DIGITAL BANKING SERVICES AGREEMENT
This ACH services (Originator) addendum (the “ACH Originator Addendum” or, the “Addendum”) sets forth the product information, disclosures, and terms and conditions for ACH funds transfer origination services (“ACH Originator Services” or the “Services”) provided by Lake City Bank (“Bank”). This document, together with the Master Digital Banking Services
Agreement (the “Master Agreement”) between Bank and Company, Company’s application for Digital Banking Services (the “Application”), the Account Terms and Conditions, the Security Procedures, and any schedules, supplements, or exhibits to this ACH Originator Addendum or the Application, constitute the entire agreement between Company and Bank for the ACH Originator Services. This ACH Originator Addendum applies only to ACH Originator Services used by the
Company. All third-party ACH origination services require acceptance of the ACH Services Third Party Addendum.
1.Definitions
1.1 “Authorization” means the written authorization required of the Company’s customerspursuant to the Rules.
1.2 “Automated Standing Order Entry” has the meaning set forth in Section 12 hereof.
1.3 “Business Day” means any day, Monday through Friday, that Bank’s main office is open
for business, excluding federal holidays.
1.4 “Exposure Limit” has the meaning set forth in Section 9 hereof.
1.5 “ODFI” has the meaning ascribed to it in the Rules.
1.6 “RDFI” has the meaning ascribed to it in the Rules.
1.7 “Settlement Account” means the primary Lake City Bank charge account designated by
the Company in its Application through which the Entries initiated by the Company are settled.
1.8 “Unauthorized Debit” means a debit Entry in which: (i) the Authorization requirements have not been followed in accordance with the Rules; (ii) a debit Entry was initiated in an
amount different from that authorized by the Receiver; or (iii) a debit Entry was initiated
for settlement earlier than authorized by the Receiver.
1.9 Miscellaneous. In this Addendum, use of “including” shall mean “including, but not limited to.” Use of the singular form shall include the plural and vice versa, as the context
requires. Headings used in this Addendum are for convenience only, and shall not be
deemed a part thereof. Capitalized terms used in this ACH Originator Addendum and not otherwise defined herein or in the Master Agreement will have the meanings given them in the Rules.
2. Scope of ACH Originator Services
2.1 Bank will act as the ODFI to process the Entries Company submits (or submitted in your name) in accordance with the terms and subject to the conditions of this Addendum. This Service allows you to originate ACH Entries to (a) disburse amounts from your Settlement
Account to receiving accounts by means of credit Entries, (b) collect amounts in your Settlement Account by means of debit Entries (which may include point of purchase, accounts receivable, telephone initiated, re-presented check entries or Internet-initiated entries), or (c) disburse amounts from or collect amounts to your Settlement Account by means of internal transfers which are ACH Entries for which Bank is the receiving depository institution (“On-Us Entries”) when the
receiving account designated by you is maintained with Bank. All Settlement Accounts must be business accounts and not consumer accounts.
3. Transmittal of Entries by Company. Company shall transmit credit or debit Entries in compliance with the formatting and other requirements set forth in the Rules, and in doing so agrees to comply with and be bound by the Rules. Company acknowledges it is responsible for
obtaining a copy of the Rules and reviewing them to ensure they can, and will, comply with this ACH Originator Addendum. Entries shall be submitted to Bank on or before the deadlines as described in Schedule A attached hereto, in compliance with the Security Procedures Supplement to the Master Agreement. The duties of Company set forth in this ACH Originator Addendum are not intended to nor shall they in any way limit the requirements of the Rules. Company shall not
submit an IAT Entry, or any Entry that may result in an IAT Entry, unless it has been approved by Bank to do so, and executed the IAT Supplement to this ACH Originator Addendum. IAT Entries are subject to the terms of the IAT Supplement. Company will not initiate any Entries in violation of Applicable Laws including the Rules. Company agrees that its ability to originate Entries under this ACH Originator Addendum is subject to exposure limits in accordance with the Rules and as
set forth in Section 9 below.
4. Bank Obligations In a timely manner and in accordance with the Rules, Bank will process, transmit and settle Entries received from the Company that comply with the terms of this ACH Originator Addendum and the Rules, including without limitation the Security Procedures.
5. Entry Authorizations and Record Retention Company is responsible for ensuring
compliance with the Authorization requirements of the Rules. Before the initiation by the Company of the first credit or debit Entry to a Receiver that provides Authorization to Company as Originator to submit an ACH credit or debit to an account at an RDFI, Company will obtain from each Receiver the required written Authorization in accordance with the Rules, or will have entered into a written agreement with each Receiver with respect to the initiation of such Entries
that includes the required Authorization. Upon request by Company, Bank will provide Company
with a suggested form of Authorization. Each Entry to such Receiver thereafter will be made pursuant to such Authorization, and no Entry will be initiated by Company after such
Authorization has been revoked or the arrangement between Company and such person or the
Company has terminated. Company will retain the original or a copy of each notice and other document required to be given to the Receiver under the Rules and shall retain consents and Authorizations for a period of not less than two (2) years after its termination. Company will, upon request of Bank, furnish such original or copy to Bank for any purpose as required by the Rules.
6. Security Procedures
6.1 Company has reviewed and evaluated the Security Procedures made available by the Bank as described in the Security Procedures Supplement, and acknowledges and agrees that they are commercially reasonable. Company has provided Bank all relevant information about its wishes and circumstances and the contemplated size, type and frequency of funds
transfer requests that it intends to make, and Bank has recommended the Security Procedures
deemed appropriate by Bank based on that information, and Company has chosen the Security Procedures designated in its Application. Bank requires that Security Enhancements (as defined in the Security Procedures Supplement), specifically dual control and secure access codes, be used in initiating Entries, and Company agrees to adopt and use the Security Enhancements
required by Bank when it accesses the Services. Company and Bank will comply with the
Security Procedures with respect to any Entries transmitted by Company to Bank. Company acknowledges that the purpose of the Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No security procedure for the detection of any such error has been agreed upon by Bank and Company.
6.2 Company is solely responsible for establishing and maintaining the necessary
internal procedures to safeguard against unauthorized transmissions. Company warrants that no individual will be allowed to initiate Entries in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any Access Credentials provided by Bank in connection with the Security Procedures. If
Company believes or suspects that the Security Procedures or any Access Credentials have
been accessed by unauthorized persons, Company agrees to notify Bank immediately followed by written confirmation. The occurrence of unauthorized access will not affect any funds transfers made in good faith by Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized funds transfers. Company will supply Bank with
information concerning its Administrator and its Authorized Users.
7. Compliance with Security Procedures
7.1 If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to have been transmitted or authorized by Company, it will be deemed effective as Company’s Entry (or request) and Company shall be obligated to pay Bank the amount of such
Entry even though the Entry (or request) was not authorized by Company, provided Bank accepted
the Entry in good faith and acted in compliance with the Security Procedures with respect to such Entry. If signature comparison is to be used as a part of the Security Procedures, Bank shall be deemed to have complied with that part of the Security Procedures if it compares the signature accompanying a file of Entries (or request for cancellation or amendment of an Entry) received
with the signature of an Authorized User, and on the basis of such comparison believes the signature accompanying such file to be that of such Authorized User.
7.2 If an Entry (or request for cancellation or amendment of an Entry) received by Bank
was transmitted or authorized by Company, Company shall be obligated to pay Bank the amount of the Entry, whether or not Bank complied with the Security Procedures with respect to that Entry, and whether or not that Entry was erroneous in any respect or that an error would have been detected if Bank had complied with the Security Procedures.
8. Recording and Use of Communications Company and Bank agree that all telephone
conversations or data transmissions between them or their agents made in connection with this Addendum may be electronically recorded and retained by either party by use of any reasonable means.
9. Exposure Limit The total dollar amount of Entries pre-funded or initiated by Company
through Bank under all ACH Originator Services and pending at a given time will be that set forth
in the Application (as approved by Bank and signed by Company) or as otherwise communicated by Bank to Company (the “Exposure Limit”). Establishment of an Exposure Limit should not be construed by the Company as a commitment or agreement to provide any credit or loans to the Company and is subject to modification or termination at any time by Bank.
10. Processing, Transmittal and Settlement by Financial Institution
10.1 Except as provided in Section 11 (On-Us Entries) and Section 13 (Rejected or Return Entries), Bank shall (i) process Entries received from Company to conform with the file specifications set forth in the Rules, (ii) transmit such Entries as an ODFI to the ACH Operator, and (iii) settle for such Entries as provided in the Rules.
10.2 Except in the case of Same Day Entries permitted in accordance with Section 10.10
below, Bank shall transmit such Entries to the ACH Operator by the deadline of the ACH Operator one (1) Business Day prior to the Effective Entry Date shown in such Entries, provided (i) such Entries are received by Bank’s related cut-off time set forth in attached Schedule A on a Business Day, (ii) the Effective Entry Date is at least one (1) day after such Business Day, and (iii) the ACH
Operator is open for business on such Business Day
10.3 For purposes of this ACH Originator Addendum, Entries shall be deemed received by Bank, in the case of hand-delivered files, when received by Bank at the location set forth in Schedule A, and in the case of electronic file transmission, when the transmission is completed as provided in Schedule A.
10.4 If Company is scheduled to initiate credit Entries for processing to a Receiver’s
account for personal, family, or household purposes maintained at Bank at least once every sixty (60) days, Company shall provide to the Receiver notice that each Entry has been initiated as required by the EFTA, if applicable.
10.5 If the amount of a debit Entry initiated by Company for processing to a Receiver’s
account for personal, family, or household purposes, differs from that of the previous debit Entry
relating to the same Authorization, or from the preauthorized amount, Company shall provide the
Receiver with the notification at least ten (10) calendar days in advance of the debit Entry, as required by the EFTA, if applicable.
10.6 Subject to Sections 10.10 and 12 below, all Entries properly initiated by Company
shall be processed by Bank by the Effective Entry Date, provided that the Entries (i) are received by 8:00 p.m. EST on the Business Day prior to the Effective Entry Date, and (ii) the ACH is open for business on such Business Day.
10.7 If any of the requirements of Company set forth in Section 10.6 are not met, Bank
shall use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the
ACH for Entries following that specified in Section 10.6 which is a Business Day and a day on which the ACH is open for business.
10.8 Entries will be made only to accounts held at Bank or other Participating Depository Financial Institutions.
10.9 All Entry information so delivered shall be in the medium required by Bank and
the format required by the Rules. If the file of Entries to Bank is by electronic transmission, Company will transmit the Entries in accordance with the Rules or as otherwise instructed by Bank.
10.10 Unless Company has been approved by Bank and has executed the Same Day ACH
Supplement, Bank will not accept and process a credit Entry or a debit Entry submitted by the
Company that is coded as a Same Day Entry. Same Day Entries are subject to the terms of the Same Day ACH Supplement.
11. On-Us Entries Except as provided in Section 16 below, in the case of an On-Us Entry, Bank shall credit the Receiver’s account in the amount of such Entry on the Effective Entry Date
contained in such Entry, provided that the requirements set forth in Sections 10.5 and 10.8 are met.
If any of those requirements are not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Business Day following such Effective Entry Date.
12. Automated Standing Order Entries Unless Company has been approved by Bank and
has completed the ‘Automated Standing Order Services’ section of the Application, Bank will not
accept and process an automated standing order Entry (“Automated Standing Order Entry”). If Company is approved, Bank will accept and process a credit Entry consistent with the specifics of the Automated Standing Order Services provided by Company in its Application. Beginning on the first Effective Entry Date for an Automated Standing Order Entry following the date designated
by Company in its Application, and continuing on each Business Day thereafter until such
Automated Standing Entry Order is cancelled or amended by Company, Bank shall transmit a credit Entry to the ACH Operator by the deadline of the ACH Operator on each Business Day, consistent with the requirements of Section 10.2. As of the date of each Automated Standing Order Entry, Company represents and warrants to Bank that such Automated Standing Order is operative
unless it has cancelled the Automated Standing Order Entry Services section of its Application.
13. Rejected or Returned Entry Bank may reject any Entry that (i) does not comply with the requirements of Sections 9 hereof, or Section 6 of the Master Agreement, (ii) except in the case of
a Same Day Entry, contains an Effective Entry Date more than two (2) Business Days after the Business Day such Entry is received by Bank in the case of a credit Entry, and more than one (1)
Business Day after the Business Day such Entry is received by Bank in the case of a debit Entry,
(iii) there are insufficient collected funds in the Settlement Account on the Effective Entry Date or the Settlement Account is subject to a lien, hold, dispute or legal process which prevents funds withdrawal, or (iv) in the case of a Same Day Entry, is for an amount in excess of $1,000,000.00 or is coded IAT or ENR. Bank may reject an On-Us Entry for any reason for which an Entry may
be returned under the Rules. Bank may reject any Entry if the Company has failed to comply with
its Settlement Account balance obligations under Section 17 below. Bank shall notify the Company by telephone or electronic transmission or other appropriate means of contact of the rejection of or receipt of a returned Entry from the ACH no later than one (1) Business Day after receipt in the case of a returned Entry, and in the case of a rejected Entry, no later than the Business
Day after such Entry would otherwise have been transmitted by Bank to the ACH, or in the case
of an On-Us Entry, its Effective Entry Date. Notices of rejection shall be effective when given. In the event any Entries are rejected or returned by the ACH for any reason whatsoever, it shall be the responsibility of Company to remake and resubmit such Entries or otherwise to solve the rejection or return in accordance with the Rules. Bank shall have no liability to Company by reason
of rejection of any such Entry or the fact that a notice of rejection is not given at an earlier time
than that provided for herein.
14. Prenotification Entries Company may send prenotification that it intends to initiate an Entry to a particular account in accordance with the Rules or as established by Bank. Company may initiate live Entries at least three (3) Business Days following the Settlement Date of the
prenotification as long as there is not a return or NOC related to the prenotification received by
Bank. If the prenotification is returned, Company must research the reason for return and make any necessary corrections before transmitting, if permitted, another Entry. If the prenotification results in an NOC that Bank receives by the opening of business on the second Business Day following such Settlement Date, Company must make the required changes prior to a subsequent
Entry to the Receiver’s account. If the NOC is received after that time, Company must make
required changes within six (6) Business Days or prior to a live Entry, whichever is later.
15. Erroneous Entry; Cancellation or Amendment of Entries by the Company
15.1 If Company discovers that any Entry it has initiated was in error, it may notify Bank of such error and Bank will utilize its best efforts on behalf of the Company, consistent with the
Rules, to correct the Entry. In all such cases, it shall be the responsibility of Company to notify the
affected Receivers that an Entry has been made which is at variance with the Authorization or is otherwise erroneous.
15.2 Company shall have no right to cancel or amend any Entry after its receipt by Bank. However, except in the case of a Same Day Entry, Bank shall use reasonable efforts to act on a
request by the Company for the cancellation of an Entry prior to transmitting it to the ACH or, in
the case of an On-Us Entry, prior to crediting a Receiver’s account, but shall have no liability if such cancellation is not effected. Company shall reimburse Bank for any expenses, losses or damages Bank may incur in effecting or attempting to affect Company’s request for the cancellation or amendment of an Entry.
16. Notice of Returned Entries and Notifications of Change
16.1 Bank shall notify Company by telephone or electronic transmission of the receipt
of a returned Entry from the ACH Operator no later than one Business Day after the Business Day
of such receipt. Except for an Entry remade by Company in accordance with the requirements of Section 5 above, Bank shall have no obligation to retransmit a returned Entry to the ACH Operator if Bank complied with the terms of this ACH Originator Addendum with respect to the original Entry.
16.2 Bank shall provide Company all information, as required by the Rules, with respect
to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by Bank, relating to Entries transmitted by Company. Bank must provide such information to Company within two Business Days of the Settlement Date of each NOC or Corrected NOC Entry. Company shall ensure that changes requested by the NOC or Corrected
NOC are made by, or on behalf of, the Originator within six Business Days of Company’s receipt
of the NOC information from Bank or prior to initiating another entry to the Receiver’s account, whichever is later. If Company fails to comply with these requirements. Company will reimburse Bank for any fines assessed arising out of non-compliance with NOC Entires or Corrected NOC Entries. Bank reserves the right to suspend or terminate Services pursuant to Section 28 of this
Agreement.
17. The Settlement Account Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this ACH Originator Addendum by debiting the Settlement Account of Company, and shall credit the Settlement Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received
payment from Company. Such credit shall be made as of the day of such receipt by Bank. Company
shall at all times maintain a balance of available funds in the Settlement Account sufficient to cover its payment obligations under this ACH Originator Addendum. Company shall maintain such balance for a period of at least ninety (90) days after the date of its last Entry prior to termination of this Addendum to ensure payment of any outstanding Entries. In the event there are
not sufficient available funds in the Settlement Account to cover Company’s obligations under this
ACH Originator Addendum, Company agrees that Bank may debit any account maintained by Company with Bank or any affiliate of Bank or that Bank may set off against any amount it owes to Company, in order to obtain payment of Company’s obligations. Upon request of Bank, Company agrees to promptly provide Bank such information pertaining to Company’s financial
condition as Bank may reasonably request. Bank shall have the right to reject Entries initiated by
Company without notice if Bank has reason to believe that there will be insufficient collected funds on the relevant Settlement Date.
18. Account Reconciliation Entries transmitted by Bank or credited to a Receiver’s account maintained with Bank will be reflected on the Company’s periodic statement issued by Bank.
Company agrees to notify Bank promptly of any discrepancy between Company’s records and the
information shown on any such periodic statement. If Company fails to notify Bank within thirty (30) days of receipt of a periodic statement, Company agrees that Bank shall not be liable for any other losses resulting from Company’s failure to give such notice, including any loss of interest or any interest equivalent with respect to an Entry shown on such periodic statement. If Company
fails to notify Bank within sixty (60) days of receipt of a periodic statement, Company shall be precluded from asserting such discrepancy against Bank.
19. Company Representations and Warranties; Indemnification
19.1 With respect to each and every Entry initiated by Company, Company represents and warrants the following, and will be deemed to have made the same representation and warranty at the time each Entry is initiated by Company: (a) it has complied with all aspects of each Entry required by this ACH Originator Addendum and by the Rules, (b) it shall be bound by and comply
with the Rules, including without limitation the provision making payment of an Entry by the
RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry, (c) each person shown as the Receiver on an Entry received by Bank from Company has authorized the initiation of such Entry and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry, (d) such Authorization is operative at the time of transmittal or
crediting by Bank as provided herein, and (e) each Entry shall in no way violate Applicable Laws.
Company specifically acknowledges that it has received notice of and agrees to be bound by the Rules regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry.
19.2 Company shall indemnify Bank against any loss, liability, or expense (including
NACHA fines, reasonable attorney’s fees, court costs, and expenses) resulting from or arising out of any breach of any of the foregoing representations, warranties or agreements, including without limitation the failure of the Originator to perform its obligations as an Originator under the Rules.
20. Responsibilities of the Bank; Limitations on Liability
20.1 In the performance of the ACH Originator Services required by this ACH
Originator Addendum, Bank shall be entitled to rely solely on the information, representations and warranties provided by Company pursuant to this ACH Originator Addendum and the Master Agreement, and shall not be responsible for the accuracy or completeness of any information so provided. Bank shall not be responsible for Company’s acts or omissions (including without
limitation the amount, accuracy, timeliness of transmittal or due Authorization of any Entry
received from Company) or those of any other person, including without limitation any Federal Reserve Bank or transmission or communications facility, any Receiver or RDFI (including without limitation, the return of an Entry by such Receiver or RDFI), and no such person shall be deemed Bank’s agent. In addition to any excuses from performance set forth in the Master
Agreement, Bank shall be excused from failing to transmit or delay in transmitting an Entry if such
transmittal would result in Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank’s reasonable judgment otherwise would violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory
authority.
20.2 In addition to the limitations of liability set forth in the Master Agreement, Bank shall be liable only for the Company’s actual damages arising solely from Bank’s obligations to Company with respect to Entries transmitted pursuant to this ACH Originator Addendum; Bank
shall not be liable for any damages or other losses to the Company due to claims made by any Originator in connection with any arrangement or agreement under which Company transmits
Entries pursuant to this ACH Originator Addendum. In no event shall the Bank be liable for any
consequential, special, incidental, punitive, or indirect loss or damage which Company may incur or suffer in connection with this ACH Originator Addendum, whether or not the likelihood of such damages was known or contemplated by Bank and regardless of the legal or equitable theory of liability which Company may assert, including without limitation, loss or damage from subsequent
wrongful dishonor resulting from Bank’s acts or omissions pursuant to this ACH Originator
Addendum.
20.3 Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds Rate at the Federal Reserve Bank of New York for the period involved. At Bank’s option, payment of
such interest may be made by crediting the Settlement Account.
21. Inconsistency of Name and Account Number Company acknowledges and agrees that if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Bank to the RDFI may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by the Company even if it identifies a person
different from the named Receiver, and that Company’s obligation to pay the amount of the Entry
to Bank is not excused in such circumstances.
22. Data Retention Company shall retain data on file adequate to permit remaking of Entries for forty-five (45) days following the date of their transmittal by Bank as provided herein, and shall provide such data to Bank upon its request. Without limiting the generality of the foregoing
provision, Company specifically agrees to be bound by and comply with all applicable provisions
of the Rules regarding the retention of documents or any record, including without limitation, Company’s responsibilities to retain all items, source documents, and records of Authorization, in accordance with the Rules.
23. Unauthorized Debits Debit Entries to business accounts that are returned by the RDFI as
an Unauthorized Debit will bear Return Code R29 (Corporate Customer Advises Not Authorized)
and must be received by the RDFI’s ACH operator by its deposit deadline for the return Entry to be made available to the ODFI no later than the opening of business on the second Business Day following the Settlement Date of the original Entry. Debit Entries to consumer accounts that are returned by the RDFI as Unauthorized Debits will be handled in accordance with the requirements
of the EFTA, including without limitation the sixty (60) day maximum time period for reporting
of Unauthorized Debits.
24. Records All magnetic tapes, Entries, Security Procedures, and related records used by Bank in rendering the ACH Originator Services hereunder, shall be and remain its property. Bank may in its sole discretion and at Company’s request make available to Company information
contained in such records then on hand. Any expenses incurred by Bank in doing so will be paid
by Company.
25. Audit In order to permit Bank to meet its audit obligations under the Rules, Company agrees to cooperate with Bank by providing it with transaction records, copies of Authorizations,
identity verifications, and other records or documentation of its compliance with the Rules, as Bank may request from time to time. Upon reasonable advance notice, not to exceed ten (10)
Business Days, Bank shall have the right to conduct an audit of Company during normal business
hours for its compliance with the Rules, at Company’s expense, but no more often than once per year. This audit may include, but not limited to, obtaining Company’s financial records in order to assess risk limitations. Bank reserves the right to conduct a follow up audit or audits within a one year period at Company’s expense in the event Company fails to operate in accordance with the
Rules.
26. Restricted Transactions Company agrees that it will not initiate Funds Transfers that arise out of or concern any unlawful or fraudulent activities, including without limitation, Funds Transfers associated with any prohibited business as described by Bank policies.
27. Cooperation in Loss Recovery Efforts In the event Bank or Company may be liable to
each other or to a third party in connection with the ACH Originator Services provided under this
ACH Originator Addendum, Bank and Company will undertake reasonable efforts to cooperate with each other, as permitted by Applicable Law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party.
28. Right to Terminate or Suspend the ACH Originator Services Company may terminate
this ACH Originator Addendum at any time. Such termination shall be effective on the third Business Day following the day of Bank’s receipt of written notice of such termination or such later date as is specified in that notice. Bank reserves the right to terminate or suspend the ACH Originator Services from time to time for any reason without prior notice. Without limitation of
the foregoing, Bank may suspend or terminate the Services if (new) Company fails to comply with
all NACHA requirements including, but not limited to, annual audit and risk assessment requirements (a) Company breaches any agreement, representation, warranty or covenant with Bank; (b) Bank has reason to believe an unauthorized transaction has taken or may take place involving any of the Accounts or the Services; (c) Company becomes insolvent or the subject of
a bankruptcy, receivership, or dissolution proceeding; (d) Bank is uncertain as to any Person’s
authority to give Bank instructions regarding the Account or the Service. The foregoing represents examples of circumstances in which Bank may terminate or suspend the Services, but do not limit Bank’s right to terminate the Services at any time for any reason or for no reason at all. Any termination of this Addendum shall not affect any of Company’s obligations arising prior to such
termination. Company shall maintain a balance of available funds in the Settlement Account
sufficient to cover its payment obligations under this ACH Originator Addendum for a period of at least ninety (90) days after the date of its last Entry to ensure payment of any outstanding Entries.
Schedule A Transmittal of Entries by the Company
All files submitted by Company will be formatted into a format that is approved by the Rules. Transmission and other formatting specifications will be as determined by Bank from time to time.
Electronic Files. As the preferred method for receiving and processing all files, Company agrees to submit all Entries to Bank by 8:00 pm Eastern Time using Digital Banking Services. Any Entry submitted after 8:00pm Eastern Time will be processed the following Business Day.
Initial here
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Tax ID ____________
Date ____________
LAKE CITY BANK
REMOTE DEPOSIT SERVICES ADDENDUM
TO
MASTER DIGITAL BANKING SERVICES AGREEMENT
This remote deposit services addendum (“Remote Deposit Services Addendum” or this
“Addendum”) sets forth the product information, disclosures, and terms and conditions for Company’s
use of the RDS (as defined herein). This Addendum, together with the Master Digital Banking Services
Agreement (the “Master Agreement”) entered into between Lake City Bank (“Bank”) and Company,
Company’s application for Digital Banking Services (the “Application”), the Account Terms and
Conditions, the Security Procedures Schedule, and any schedules or exhibits to this Addendum or the
Application, constitute the entire agreement between Company and Bank for the Services.
1.Definitions.
1.1 “Check” means an Original Check, as defined in Regulation CC, except that “Check” does
not include a Substitute Check or a remotely created check. Only Checks written on United
States Financial Institutions may be submitted through the Service. All foreign checks must
be presented in original form.
1.2 “Check Image” means the digitized image of a Check that is created by Company and
transmitted to Bank using the RDS.
1.3 “Cut-Off Time” means the latest time by which Company may advise Bank as to any
action it must take hereunder as set forth in the Documentation.
1.4 “Documentation” means the Related Agreements and the User Guide that Bank may
provide to Company from time-to-time in connection with the RDS.
1.5 “Endpoint” means any Federal Reserve Bank, financial institution, local clearing house,
courier or other entity or location for the delivery of cash letters or other presentment of
Check Images or Substitute Checks.
1.6 “Equipment” means the scanning equipment required for the Services and approved by
Bank.
1.7 “Exception” means a Check Image that does not conform to the requirements of this
Addendum and is not deposited in the Account.
1.8 “Image Exchange Item” means a digitized image of an Item cleared and settled directly
with a Payor Financial Institution without conversion to a Substitute Check.
1.9 “Item” means a Check that is payable on demand, drawn on or payable through or at an
office of a United States Financial Institution, whether negotiable or not, and payable or
endorsed to the Company, and includes Checks, Substitute Checks, and Image Exchange
Items. Such term does not include Non-cash Items or Items payable in a medium other
than United States currency.
1.10 “Non-cash Item” means an Item that would not otherwise be an Item, except that: (i) a
passbook, certificate or other document is attached; (ii) it is accompanied by special
instructions, such as a request for special advice of payment or dishonor; (iii) it consists
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of more than a single thickness of paper, except an Item that qualifies for handling by
automated check processing equipment; or (iv) it has not been preprinted or post- encoded
in magnetic ink with the routing number of the Payor Financial Institution.
1.11 “Payor Financial Institution” means the United States Financial Institution that is a
payor bank for any Item.
1.12 “RDS Administrator” means one or more administrators with the specific authority to
access and use the RDS described herein only, appointed by the Administrator.
1.13 “Regulation CC” means 12 C.F.R. Part 229, as it may be amended from time to time.
1.14 “Services” or “RDS” means Bank’s Remote Deposit Services that enables the processing
of Items digitally as Image Exchange Items through image exchange networks or through
creation of Substitute Checks and presentment to established Endpoints.
1.15 “Software” means the software provided by Bank for the creation and deposit of Check
Images.
1.16 “Substitute Check” means a paper reproduction of an Item that satisfies the
requirements and definition of “substitute check” set forth in Regulation CC and that is the
legal equivalent of the original Check.
1.17 “UCC” means the Uniform Commercial Code as enacted in the State of Indiana, and as it
may be amended or revised from time to time.
1.18 “United States Financial Institution” means (i) any person, located in the United
States, engaged in the business of banking; (ii) a Federal Reserve Bank; (iii) a Federal Home
Loan Bank; and (iv) to the extent it acts as a payor, the U.S. Treasury, the U.S. Postal
Service, or a state or local government.
Capitalized terms used in this Addendum and not otherwise defined above or in the Master
Agreement or the Application, will have the meanings given them in the UCC.
2. Remote Deposit Services. Bank agrees to provide the Services for the conversion of Checks to
Substitute Checks or Image Exchange Items, which would enable Company to transmit paper
Checks converted to Check Images to Bank for processing and deposit into an Account maintained
at Bank. Bank and Company will comply with the terms and provisions of this Addendum with
respect to the use of the Services. Unless otherwise provided, all ACH Transfers will be governed
by the applicable ACH Services Addendum, and all Substitute Check and Image Exchange Item
transactions will be governed by this Addendum.
3. Implementation. Company will capture digitized images of Checks using Software and
Equipment provided by or through Bank or Bank’s designated supplier, or other Software and
Equipment acceptable to Bank, and will ensure that the output files are compatible with the Service
and the Software. Company shall transmit its output files as provided in the Documentation.
4. Company Responsibilities.
4.1 Company's General Responsibilities.
4.1.1 Company shall maintain one or more Accounts at Bank for the receipt of deposits
of Items.
4.1.2 Company will only submit Checks for processing to Bank that meet the definition
of "Check" in Section 1.1 above and will ensure that the Check Images meet the
standards for image quality required by Regulation CC, or other standards
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established by Bank or applicable law. Company will not process any third-party
Checks. Bank's processing of any Exception shall not constitute a waiver by Bank
or obligate it to process such Exception in the future. Bank may discontinue
processing of an Exception at any time, without cause or prior notice.
4.1.3 Company will (i) ensure that Checks are properly endorsed or otherwise processed
to permit only United States Financial Institutions to acquire rights of a holder in
due course in the collection process of Items, (ii) handle, process, maintain and
destroy Checks as set forth in Section 4.1.10 below and in the Documentation, and
(iii) ensure that no financial institution (depositary, collecting or payor), drawee,
drawer or endorser receives presentment or return of, or otherwise is charged for
an Item more than once in any form.
4.1.4 Company agrees to purchase and use the Equipment that is compatible with Bank’s
systems and that has been approved by Bank. Company understands and agrees
that it is Company’s sole responsibility and expense to operate and maintain the
Equipment in accordance with the requirements and instructions of the
manufacturer of the Equipment and Company shall adhere to all maintenance
guidelines and recommendations for service of the Equipment as provided by the
manufacturer of the Equipment. Company will use the Equipment and Services,
including the entering, processing, and transmittal of Check Images, in accordance
with the Documentation. Company will ensure that the Equipment for the Services
are clean and operating properly, and inspect and verify the quality of images and
ensure that the digitized images of Items are legible for all posting and clearing
purposes.
4.1.5 Company shall maintain fully qualified, properly trained and experienced
administrative staff and employees sufficient to perform its obligations under this
Addendum. Bank will provide technical and operational training to the RDS
Administrator, and to each authorized user given access to the Services, the
Software, and the Equipment. Upon request, Bank will provide technical and
operational training for primary, backup, and new employees that will have access
to the Services, the Software and/or the Equipment.
4.1.6 Company will provide, at its own expense, an internet connection, such as via a
digital subscriber line or other connectivity having equivalent or greater bandwidth
and all other computer hardware, software, including but not limited to a
compatible Web browser, and other equipment and supplies required to use the
Services, all of which must satisfy any minimum requirements set forth in the
Documentation or as otherwise may be acceptable to Bank. Company will be
responsible for the support and maintenance of such internet connection and all
other computer hardware, software, and equipment required to use the Services,
including without limitation troubleshooting internet connectivity issues with
Company's internet service provider.
4.1.7 Company shall be responsible for verifying Bank's receipt of Company's
transmissions by verifying that deposits have been posted to the appropriate
Accounts, in addition to cooperating in any investigation and resolving any
unsuccessful or lost transmission with Bank.
4.1.8 At Bank's direction and instruction, Company shall be responsible for installing
and implementing any changes and upgrades to the Services as required by Bank
within five (5) days to ensure compliance with regulatory changes or
developments, or to protect the integrity and security of the Services.
4.1.9 Company shall exercise due care in preserving the confidentiality of any Security
Procedures and shall further prevent the use of the Services by unauthorized
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persons. Company assumes full responsibility for the consequences of any missing
or unauthorized use of or access to the Services or disclosure of any Confidential
Information or instructions by Company, its employees, and agents.
4.1.10 Company will retain each Original Check in accordance with the Documentation.
If not directed otherwise by Bank, Company will store Original Checks in a safe and
secure environment, under lock and key requiring dual control for entry where
applicable, for a period of sixty (60) days after such Item has been digitized and
processed. Company shall take appropriate security measures to ensure that: (a)
only authorized personnel shall have access to Original Checks, and (b) that the
information contained on such Original Checks or on any corresponding Check
Images are not disclosed to third parties. Company will promptly (but in any event
within five (5) Business Days) provide any retained Original Check (or, if the
Original Check is no longer in existence, a sufficient copy of the front and back of
the Original Check) to Bank as requested to aid in the clearing and collection
process to resolve claims by third parties with respect to any Item or as Bank
otherwise deems necessary. Company will use a commercially reasonable method
which is consistent with any requirements of Regulation CC and approved by Bank
to destroy Original Checks after Company's retention period has expired.
4.1.11 Company understands and agrees that an Item that is not paid by a Payor Financial
Institution, or is otherwise returned for any reason, will be returned to Company
and Company's Account charged for the amount of the Item plus any associated
fee as disclosed in Bank's Fee Schedule then in effect. Unless Bank and Company
agree otherwise in writing, Bank's right to charge the Account of Company will
apply without regard to whether the Item is timely returned to Bank or whether
there is any other claim or defense that the Item has been improperly returned to
Bank.
4.1.12 Company warrants and represents that it is not now engaged, and will not during
the term of this Addendum engage, in any business that would result in Company
being or becoming a "money service business" as defined in the Federal Bank
Secrecy Act and its implementing regulations at 31 C.F.R. Part 103, except as
otherwise specifically disclosed in writing to Bank.
4.1.13 Company will not engage in any activity directly or indirectly related to the use of
the Services that is illegal or fraudulent. Company understands that Bank may
require certain financial information relating to Company in connection with the
Services, in which case Company agrees to provide Bank with such information
within a reasonable period of time after receiving such a request for information
from Bank.
4.2 Remote Deposit Service.
4.2.1 Company will create images of Checks at Company's location by use of the
Equipment and specified Software approved or provided by Bank. Company will
enter any other required information correctly. The Check Images will be
transmitted by Company to Bank, or Bank's authorized processor, over the
internet through a web-based interface.
4.2.2 Company's Account will be provisionally credited upon Bank's acceptance of Check
Images for deposit received by Bank from Company through the Service during any
Business Day, subject to the Cut-Off Time. Bank will not examine Checks to verify
any data or dates. The Check Image must be clear and include all information
required by the Applicable Rules (as defined in Section 5 below) for processing and
collection of Items.
- 5 -
4.2.3 Bank will process each Check Image according to the amount entered by Company,
if applicable, or by the numeric amount shown on the Check Image. If the numeric
amount is unclear, Bank may process the Check Image according to the written
amount on the Check Image and Bank may correct the amount entered by
Company. If the Check Image is ambiguous and/or does not have the necessary
information to be processed by Bank, Bank will return the Check Image as an
Exception. Checks made payable to Company or any reasonable variation thereof,
as determined by Bank in its sole discretion, are acceptable for deposit.
4.2.4 If a Check Image is treated as an Exception, the Check Image will be forwarded
by Bank to Company, and not deposited or otherwise reflected in the Account.
Bank will disregard any notation on a Check containing “paid in full” or other
restrictive notation, whether preprinted or handwritten, and treat any such Check
Image as though such notation did not appear thereon. Bank reserves the right to
reject any single Check Image or group of Check Images for any reason.
4.2.5 Bank will maintain the appropriate Account for Company to receive credit and
provide other specific information required by Bank related to the Services. All
deposits received by Bank are accepted subject to Bank's verification and final
inspection and may be rejected by Bank in Bank's sole discretion. All deposits are
subject to the Account Terms and Conditions. If Bank at any time discovers that
the legal amount of a Check is different than the amount that has been credited to
the Accounts, Bank will make necessary adjustments to the Account to correct the
discrepancy.
5. Compliance with Law. Company shall comply with all of the following, as the same may be
amended from time to time (collectively, the “Applicable Rules”): (i) laws, rules, and regulations
applicable to Company, to the business and operation of Company, and to the Services, including,
without limitation, Regulation CC, the UCC and any rules established by an image exchange
network through which Image Exchange Items are processed pursuant to this Addendum; and (ii)
any compliance requirement or obligation that Bank and/or Company may have with respect to the
Services under all applicable U.S. federal and state laws, regulations, rulings, including without
limitation sanction laws administered by the Office of Foreign Assets Control, and other
requirements relating to identity theft detection and anti-money laundering, including but not
limited to, the Fair Credit Reporting Act, the Bank Secrecy Act, the USA PATRIOT Act and any
regulations of the U.S. Treasury Department to implement such acts.
6. Software. At any time during the term of this Addendum, Bank may require, in its sole discretion,
the use of Software in connection with the Services. If Software is required, Bank will provide to
Company a copy of the Software or instructions on how to obtain the necessary Software. Company
acknowledges that the Software and Documentation are the property of Bank and that upon
termination of this Addendum, Company will promptly return the Software and Documentation,
including materials related to the Documentation, to Bank. Company acknowledges that its licenses
to any Software that may be required for the Services are directly from the Software provider,
pursuant to the license agreement that appears when any such Software is electronically accessed
by Company or otherwise provided to Company. Company will use the Software solely for the
purpose of transmitting output files to Bank consistent with this Addendum and not for
communications with any other party. Company will not allow access to the Software or the use of
the Services by any person other than Company, and will only process Items arising from a
transaction or obligation between Company and its direct payor. Company will not reproduce the
Software or other functionality or content included or used for the Services or on which the Services
are based. Additionally, Company will not decompile, reverse engineer or disassemble the Software
or otherwise attempt to derive computer source code from the Software functionality of the Service.
Notwithstanding anything in this Addendum to the contrary, Company may use the Software on
only one (1) computer and shall not provide the Software to another party without the prior written
- 6 -
consent of Bank. All Software shall be maintained by Company at Bank’s direction, except as the
parties may otherwise agree in writing, and must meet technical specifications acceptable to Bank.
7. Bank Rights and Responsibilities.
7.1 For all Check Images processed by Company pursuant to this Addendum, either (i)
digitized images will be converted to Substitute Checks and presented for payment to
established Endpoints, or (ii) Image Exchange Items will be presented for payment through
image exchange networks. Bank may in its sole discretion determine the manner of
processing. All such processing and presentment shall be done in accordance with
timeframes and deadlines set forth in the Documentation and as otherwise established by
Bank from time to time.
7.2 Unless otherwise agreed by the Company and Bank, Bank will process any returned Items
in accordance with applicable law and the Account Terms and Conditions.
7.3 Subject to Section 7.5 below, availability of credit from Items processed under this
Addendum will be subject to the funds availability schedule of Bank as set forth in “Your
Ability to Withdraw Funds” (“Funds Availability Schedule”), which may be amended
without notice.
7.4 Bank may at its discretion monitor the Company’s deposits as to total dollar amount,
number of Items, and frequency of deposits, and at its sole option may, for risk
management purposes, limit or refuse to process Company’s Check Images. Bank may
from time to time establish exposure limitations and assign them to Company.
7.5 In addition to any other rights Bank may have with regard to the Accounts of Company,
Bank may hold and use funds in any Account following termination of this Addendum for
such time as Bank reasonably determines that any Item processed by Bank prior to
termination may be returned, charged back or otherwise a cause for any loss, liability, cost,
exposure or other action for which Bank may be responsible or to collect any unpaid fees.
Company recognizes that under the Applicable Rules Bank's representations and
warranties as regards Image Exchange Items and Substitute Checks may expose Bank to
claims for several years following processing of the Image Exchange Item or Substitute
Check.
7.6 Bank may at its sole discretion conduct an on-site inspection, upon advance notice, of
Company's place of business to ensure compliance with the provisions of this Addendum.
Any such inspection shall be at the cost of Bank.
7.7 Bank may add, delete or change the features or functions of the Services, at any time in
Bank's sole discretion. If Bank deems it reasonably practicable to do so and if the change
adversely affects Company's usage of the Service, Bank will notify Company of the change
in advance. Otherwise, the Bank will notify the Company of the change as soon as
reasonably practicable after it is implemented, which notice may be given electronically.
8. Processing Times.
8.1 The Services are available for use during the times set forth in the Documentation, or
such other hours as established by Bank from time to time. Transmissions processed after
6:00 PM EST on a Business Day, or on any day that is not a Business Day, are treated as
occurring on the next Business Day.
8.2 Check Images processed for deposit through the Service will be deemed to have been
received by Bank for deposit at the time the Check Images are actually received and
accepted at Bank.
- 7 -
8.3 Items will be processed and ready for presentment by Bank after Bank receives all good
digitized images and associated data for any given transmission from Company. Bank will
use commercially reasonable efforts to present Items for payment to the applicable
Endpoint within a reasonable period of time following such receipt.
8.4 If under Section 8.2 above a Check Image is not accepted for deposit, Company may then
submit the Check to Bank for processing or contact the maker to reissue the Check. If
Company submits the Check for processing, Bank reserves the right to refuse to process the
Check for deposit and presentment to the Payor Financial Institution and may instead
require Company to have the maker reissue the Check.
8.5 It is Company's responsibility to understand and build into its transmission schedules the
appropriate deadlines necessary to meet Bank’s Funds Availability Schedule as established
by Bank. Company is further responsible for understanding and building into its
transmission schedule the changes in transmission windows required by time changes
associated with Daylight Savings Time.
9. Security Procedures.
9.1 Company will be solely responsible for establishing, maintaining, and following the
Security Procedures in connection with its use of the Services.
9.2 Company shall comply with online instructions for using the Services by taking reasonable
steps to safeguard the confidentiality and security of any Access Credentials, Equipment,
and other proprietary property or information provided in connection with the Services.
9.3 Bank may elect, at Bank's discretion, to verify the authenticity or content of any
transmission by placing a call to any authorized signer on Company's Account or any other
person designated by Company for that purpose in its Application. Bank may deny access
to the Services without prior notice if unable to confirm any person's authority to the access
the Service or if Bank believes such action is necessary for security reasons. Company
acknowledges that Bank is not obligated to act on a communication not transmitted in
accordance with the Security Procedures and may refuse to act any communication where
the bank reasonably doubts its authorization, contents, origination or compliance with the
Security Procedures.
9.4 Company shall: (i) limit access to and ensure safeguarding of any and Remote Deposit
Capture equipment to persons who have a need for such access, and shall closely and
regularly monitor the activities of employees who access the Services; (ii) notify Bank
immediately if it has any reason to believe the security or confidentiality required by this
provision has been or may be breached, or if any account balance or charge on their account
is not accurate; and (iii) immediately change any Access Credential if it knows or suspects
the confidentiality of such Access Credential has been compromised in any way. The RDS
Administrator as designated in the Application, has the authority to appoint Authorized
Users.
10. Company Representations and Warranties. Company makes the following representations
and warranties with respect to each Item processed by Company pursuant to this Addendum:
10.1 Each Check Image is a digitized image of the front and back of the Check and accurately
represents all of the information on the front and back of the Check as of the time Company
converted the Check to a Check Image and contains all endorsements applied by parties
that previously handled the Check in any form for forward collection or return.
10.2 All encoding, transfer, presentment, and other warranties as Bank is deemed to make under
applicable law, including without limitation those under the UCC, Regulation CC and the
- 8 -
rules of any image exchange network.
10.3 There will be no duplicate presentment of a Check in any form, including as a digitized
image, as a paper negotiable instrument or otherwise and the Company assumes
responsibility for any such duplicate presentment of any Check.
10.4 Each Check is currently and was at the time of its creation, a bona fide and existing
obligation of the payor, free and clear of all security interest, liens and claims whatsoever
of third parties and is not now nor has it ever been declared in default.
11. Limitation of Liability.
11.1 Bank will not be liable to Company for any of the following: (i) any damages, costs or other
consequences caused by or related to Bank's actions that are based on information or
instructions that Company provides to Bank; (ii) any unauthorized actions initiated or
caused by Company or its employees or agents; (iii) the failure of third persons or vendors
to perform satisfactorily, other than persons to whom Bank has delegated the performance
of specific obligations provided in this Addendum; (iv) any refusal of a Payor Financial
Institution to pay an Image Exchange Item or Substitute Check for any reason (other than
the breach of contract, gross negligence or willful misconduct of Bank), including without
limitation, that the Image Exchange Item or Substitute Check was allegedly unauthorized,
was a counterfeit, had been altered, or had a forged signature; (v) Company's or any other
party's lack of access to the internet or inability to transmit or receive data; (vi) failures or
errors on the part of internet service providers, telecommunications providers or any other
party's own internal systems; (vii) if Company does not follow or comply with the
representations or warranties set forth in Section 10 above; (viii) any loss or damage
resulting from fraudulent, unauthorized or otherwise improper use of any Access
Credentials; or (ix) the failure of any communications network or the Equipment in
connection with any intrusion or stolen data or events beyond Bank’s control.
11.2 Bank's liability for errors or omissions with respect to the data transmitted or printed by
Bank in connection with the Services will be limited to correcting the errors or omissions.
Correction will be limited to reprocessing, reprinting and/or representing the Image
Exchange Items or Substitute Checks to the Payor Financial Institution.
12. Termination of the Services. This Addendum may be terminated in accordance with the terms
of the Master Agreement.
13. Cooperation in Loss Recovery Efforts. Company agrees that in the event of damages for
which Bank or Company may be liable to each other or to a third party hereunder, Bank and
Company will undertake reasonable efforts to cooperate with each other, as permitted by applicable
law, in performing loss recovery efforts and in connection with any actions that the relevant party
may be obligated to defend or elects to pursue against a third party.
14. Business Continuity Plan. Company has adopted and maintains a business continuity plan that
provides for the continuation of operations during and after a significant disaster, including without
limitation a service failure at Bank’s or Company’s location. The business continuity plan should
address in particular Company’s security and record retention and destruction obligations
hereunder, and should provide that in the event of a service failure, the Company shall
physically deliver Items to a Bank branch location.
-9 -
Initial Here
1
KD_15121663_3.docx
Tax ID
Date
LAKE CITY BANK
WIRE TRANSFER SERVICES ADDENDUM TO
MASTER DIGITAL BANKING SERVICES AGREEMENT
This Wire Transfer Service Addendum (“Wire Transfer Addendum” or the “Addendum”)
sets forth the product information, disclosures, and terms and conditions for wire transfer services (the
“Wire Transfer Services”) provided by Lake City Bank (“Bank”). This document, together with the
Master Digital Banking Services Agreement (the “Master Agreement”) entered into between Bank
and Company, Company’s Application for Digital Banking Services (the “Application”), the Account
Terms and Conditions, the Security Procedures Supplement, and any schedules, supplements, or
exhibits to this Wire Transfer Addendum or the Application, constitute the entire agreement between
Company and Bank for the Wire Transfer Services.
Definitions. As used herein, “SAC” means a secure access code used as a security code in
connection with Payment Orders as required by the Security Procedures.
Capitalized terms used in this Addendum and not otherwise defined herein will have the meanings
given them in the Master Agreement.
1.Authority; Payment Orders. Company has requested that Bank execute Payment Orders on
its behalf from time to time, and may communicate a Payment Order to Bank by the means and in the
manner agreed to between the parties. Upon receipt of a Payment Order, Bank is authorized by
Company to transfer funds from the designated Account to any other deposit account, whether such
other deposit account is with Bank or another financial institution, in accordance with instructions
received from the Administrator or an Authorized User. Bank shall execute Payment Orders in any
order convenient to Bank and shall select such means and routes for the transfer of funds, as Bank, in
its sole discretion, considers appropriate under the circumstances. Payment Orders are irrevocable upon
receipt by Bank.
2.Verification and Notification; Rejection of Payment Orders. If Bank is unable to verify a
Payment Order pursuant to the Security Procedures within a reasonable time, Bank reserves the right
to reject said Payment Order. Bank will make a reasonable effort to notify Company by telephone of
such inability to verify and/or rejection; provided, however, that Bank shall not be liable for any failure
to provide such notice. Any other required notification hereunder by either party shall be given in
accordance with the provisions of the Master Agreement.
3.Confirmation of Payment Orders/Advices For all funds transfers made through use of
Digital Online Banking, Bank will provide an online confirmation at the time the Payment Order is
issued by Company. For all other funds transfers, the Company’s confirmation will be reflected on the
Company’s Account statement. Company agrees to examine confirmations and monthly account
statements promptly upon receipt, and to promptly notify Bank of any discrepancy between Company’s
records and the information shown on a confirmation or any periodic statement. If Company fails to
notify Bank of any discrepancy within thirty (30) days of receipt of a periodic statement containing
such information, Company agrees that Bank shall not be liable for any other losses resulting from
2
KD_15121663_3.docx
Company’s failure to give such notice or any loss of interest or any interest equivalent with respect to
a funds transfer shown on such periodic statement.
4.Processing Date. Subject to Section 8 below, Bank will act upon all Payment Orders on the
Business Day received, when received prior to 2:00 PM (EST) for international wire transfers and 4:00
PM (EST) for domestic wire transfers, and as may be modified from time to time by Bank upon notice
to the Company. Bank will not guarantee that Payment Orders received after the cut-off deadline will
be processed on a same-day basis, but, in any event, such Payment Orders will be processed no later
than the following Business Day on which wire transfers are processed. If Bank cannot execute a
Payment Order that it received prior to its cut-off time on the same Business Day, it will promptly
notify Company by telephone or other reasonable means available to advise Company of the delay.
Bank does not guarantee the receiving time of any domestic funds transfer nor the receiving date of
any international funds transfer.
5.Amendment or Cancellation of Wire Transfers. Company shall have no right to amend,
revoke, or cancel a Payment Order after it has been initiated by Company through online banking.
Payment Orders initiated through Online Banking are irrevocable. However, Bank shall make a
reasonable effort to act on Company’s request for amendment of a Payment Order prior to the time
that Bank executes such Payment Orders, but Bank shall have no liability if such amendment is not
accomplished.
6.Rejection of Payment Orders. In addition to the right to reject Payment Orders described in
Sections 2 and 10, Bank reserves the right to reject, in Bank’s sole discretion, any Payment Order that
contains a Payment Date more than 364 days after the Business Day such Payment Order was received
by Bank. Bank shall notify Company by any reasonable means, including but not limited to, telephone,
electronic transmission or in writing, at Bank’s option, no later than the next Business Day after the
day the Payment Order would otherwise have been accepted by Bank. Bank shall have no liability to
Company by reason of the rejection of any such Payment Order or the fact that such notice is not given
at an earlier time than that provided for herein.
7.International Wire Transfers. If Company requests a funds transfer in United States Dollars
to a foreign country, Bank may transfer payment in the currency of the beneficiary’s bank’s country at
Bank’s, or Bank’s paying correspondent’s or agent’s or sub-agent’s, buying rate of exchange for United
States Dollar transfers. If Company requests a funds transfer in a quoted amount of local currency,
Bank will conduct the funds transfer according to current exchange rates. If for any reason the funds
transfer is returned, Company agrees to accept the refund in United States Dollars in the amount of the
foreign money credit, based on the current buying rate of the bank converting the currency to United
States Dollars on the date of refund, less any charges and expenses incurred by Bank. When remittance
is made by Bank by telex, telegraphic cable, wireless, foreign government telegraphic service,
telephone or mail, Bank is acting as agent of Company in transmitting the same.
8.Automated Standing Payment Orders. Unless Company has been approved by Bank and
has completed the Automated Standing Order Services section of the Application, Bank will not accept
and process an automated standing payment order (“Automated Standing Payment Order”)
submitted by Company. Beginning on the date designated on the Application, and continuing on each
Business Day thereafter until such Automated Standing Payment Order is cancelled or amended by
Company, Bank will act on each Automated Standing Payment Order on each Business Day that the
requirements for initiating a Payment Order in the Application are met. Company represents and
3
KD_15121663_3.docx
warrants to Bank that such Automated Standing Payment Order is operative at each time Bank acts
upon it as provided herein.
9. Beneficiary Information. If a Payment Order describes the intended beneficiary, the
beneficiary’s bank, or an intermediary bank, inconsistently by name and account number, then Bank
and subsequent parties to the funds transfer may act solely on the basis of such number, or other
identifying number, if it identifies a person different from the named beneficiary. If Company is the
originator of a Payment Order containing an inconsistent name and account number, and the
beneficiary’s bank, including Bank, without knowledge of the inconsistency, makes payment on the
basis of the account number, then Company is obligated to pay the amount which is directed to the
account number given.
10. Collected Funds. Bank may, but shall not be obligated to, act upon a Payment Order which
exceeds the amount of collected funds in Company’s Account, or it may reject the Payment Order. If
Bank elects to make any funds transfer that exceeds the amount of collected funds, Company shall be
liable for any amount transferred in excess thereof, which shall be due and payable within one Business
Day. In addition to any other rights Bank may have by law or pursuant to the Master Agreement, Bank
shall have the right to set off any such amount against any amount due and owing by Bank to Company.
11. Distribution. Company shall be solely responsible for controlling Company’s distribution and
safekeeping of, and access to, the Security Procedures, “SACs”, repetitive Payment Order codes, initial
passwords, replacement passwords, telephone numbers and any other confidential code Bank may
assign. Pursuant to the Security Procedures, any Payment Order accompanied by an appropriate SAC
will be deemed made by the Administrator or an Authorized User.
12. Electronic Recording. If a dispute arises between Company and Bank with respect to one or
more terms of any Payment Order initiated, amended, or confirmed by telephonic communication, then
any electronic recording of the telephonic communication maintained by Bank in the ordinary course
of business shall be conclusive as to the terms of the Payment Order in dispute.
13. Limitation of Liability; Indemnity. In furtherance of the provisions with respect to Bank’s
liability for the Services hereunder set forth in the Master Agreement, Bank shall be liable to Company
only for its own grossly negligent performance or non-performance of the Wire Transfer Services, and
its responsibility in performing the Wire Transfer Services shall be limited to the exercise of reasonable
and ordinary care. Bank shall not be liable for any error or delay on the part of any third party, including
without limitation third parties used by Bank, in executing any Payment Order or performing a related
act, or for any error or delay in executing a Payment Order or performing a related act due to any cause
other than its own failure to exercise reasonable and ordinary care, and no such third party shall be
deemed to be Bank’s agent. Bank’s liability, in the event of a delay or failure to transfer, is limited to
the interest on the amount which was to be transferred or the amount which was delayed, whichever is
applicable, from Business Day of receipt of the Payment Order until Bank executed the Payment Order.
Bank’s liability shall, in the event of a transfer of an erroneous amount, be limited to a refund of the
amount transferred in error, plus interest thereon from the date of the transfer until the date of the
refund, but not to exceed sixty (60) days. Any interest for which Bank may be liable hereunder shall
be calculated on the basis of the average Federal Funds rate as published in the Wall Street Journal for
each day of the period involved, computed on the basis of a 360-day year. Except as may be limited
by applicable law, you agree to indemnify Bank and hold Bank harmless (including payment of
reasonable attorney’s fees) against all loss and liability to third parties arising out of, or in connection
with, the terms and conditions of this Wire Transfer Addendum or the Wire Transfer Services provided
4
KD_15121663_3.docx
hereunder or otherwise pursuant to your instructions, except where Bank’s gross negligence or willful
misconduct was the direct and proximate cause of such loss.
14.Company Authorized User. Bank is hereby authorized to accept Payment Orders and
verification from Company’s Authorized User, and may rely on the authority of the named Authorized
User until his/her authority is changed or revoked in writing.
15.Designation of Funds transfer System and/or Intermediary Bank. In the event Company
does not specify a Payment Orders payment system, communication system or intermediary bank when
initiating a particular funds transfer order, Bank will use one of the following systems: FedWire
System, Society for World-Wide Interbank Financial Telecommunications (SWIFT), any intermediary
bank identified by the foregoing systems as a correspondent bank of the beneficiary’s bank, or any
payment system or intermediary bank which Bank deems reasonable under the circumstances.
Company agrees not to initiate or receive a wire transfer payment order in violation of applicable
federal, state or local laws.
16.Governing Law. All funds transfers are governed by the Master Agreement, this Wire Transfer
Addendum, Subpart B of Regulation J of the Federal Reserve Board, OFAC regulations, and all other
applicable federal, state and local laws and regulations. Company agrees not to initiate or receive a
wire transfer Payment Order in violation of applicable federal, state or local law.
Initial Here
Application Type: Application
CINLibrary 2083840v.2
LAKE CITY BANK DIGITAL BANKING SERVICES APPLICATION
Email Address:
Services Requested and Addenda/Schedules Governing Your Services. You, on behalf of
Company, acknowledge that you have received copies of our Master Digital Banking Services Agreement, the Fee Schedule attached hereto as Exhibit A, and each of the following Services Addenda (including security procedures) as indicated:
LCB Digital
ACH Positive Pay
ACH Origination (Self-Originator)
ACH Origination (Third Party)
Wire Transfers
Remote Deposit Services
FTP - ACH
FTP - Positive Pay
FTP - BAI2
FTP - Lockbox
Account Reconciliation Program
Positive Pay
Sweep Services
Zero Balance Account
Lockbox
Controlled Disbursement Account
Automated Standing Order Transfer
Centrix Reporting ACH
Centrix Reporting BAI2
FTP -X9.37
Authorizing Company Resolutions: You, on behalf of the Company, have provided the Bank with
authorizing resolutions and certificates for the Company, and for the related companies and accounts listed below, in form and content satisfactory to the Bank.
Date
Tax ID
Account Name:
Account Name:
Account Name:
Account Name:
Name of Bank Contact Person (“Administrator”):
Full (Legal) Company Name (“Company”):
Company Tax ID Number:
Phone:
Mailing Address:
*Enter task for special requests
Composite Relationship:
Key Account:
Account #
Account #
Account #
Account #
Authorized Service Contacts
ACH Positive Pay Lockbox
Primary Contact
After Hours Phone:
Positive Pay Lockbox
Primary Contact
After Hours Phone:
ACH Positive Pay
Lockbox
Primary Contact
After Hours Phone:
Positive Pay Lockbox
Contact Name: Primary Contact
Daytime Phone: After Hours Phone:
Email Address:
Positive Pay Lockbox
Primary Contact
After Hours Phone:
Positive Pay ACH Positive Pay
Primary Contact
After Hours Phone:
Positive Pay ACH Positive Pay
Contact Name: Primary Contact
Daytime Phone: After Hours Phone:
Email Address:
Contact Name:
Daytime Phone:
Email Address:
Contact Name:
Daytime Phone:
Email Address:
Contact Name:
Daytime Phone:
Email Address:
Contact Name:
Daytime Phone:
Email Address:
Contact Name:
Daytime Phone:
Email Address:
Positive Pay RDS
RDS
Positive Pay ACH Positive Pay RDS
ACH Postiive Pay RDS
ACH Positive Pay RDS
RDS Lockbox
RDS Lockbox
LCB Digital
Business Name: Tax ID Number:
Group: Customer ID:
Administrator
Name Email Address Phone Number
Work
Mobile
Work
Mobile
Account Numbers and Services
Account Number Account Name AC
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Account Numbers and Services
Account Number Account Name
AC
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ACH Reporting Setup:
Account Number(s): Report Name:
Sgl. Comb.
Transaction Type:Export Type:Transaction to Include:
__________
Initial Here
ACH Origination Services
Account Number:
Account Number:
1.Account Title:
Tax ID Number:
Credit Exposure:
2.Account Title:
Tax ID Number:
Credit Exposure:
3.Account Title:
Tax ID Number:
Credit Exposure:
1 2
1 2
1 2
1 2
1 2
1 2
1 2
1 2
1 2
1 2
1 2
3 Passthru (files must be unbalanced)
3 PPD ACH Payments
3 PPD Collect Money (Not an option for Prefunding Customers)
3 CCD ACH Payments
3 CCD Collect Money (Not an option for Prefunding Customers)
3 Payroll
3 EFTPS Tax Payments
3 CTX (Currently only offered through Passthru)
3 Same Day
3 Other / Please list:
3 Other / Please list:
$
$
Account Number:
Debit Exposure:$
Exposure New
Existing
Exposure New
Existing
Debit Exposure: $
Exposure New
Existing
$Debit Exposure:$
Check Here for Prefunding
Check Here if ACH files will be Originated as a Third Party
Check Here if ACH files will be uploaded using a NACHA-formatted file
CIF#
CIF#
CIF#
Listed below are some of the ACH applications available. Select Add or Delete next to each account
and application. PPD is for personal transactions and CCD is for business transactions.
__________ Initial Here
ACH Origination Services – Additional Accounts
Acct Number:
Existing New ACH Pymts ACH Collect
Payroll EFTPS Same Day
CIF#
Acct Title:
Tax ID Number:
Acct Number:
Existing New
CIF#
Acct Title:
Tax ID Number:
Acct Number:
Existing New
CIF#
Acct Title:
Tax ID Number:
Acct Number:
Existing
New
CIF#
Acct Title:
Tax ID Number:
Acct Number:
Existing
New
CIF#Acct. Title:
Tax ID Number:
Passthru
Exposure:
Credit $Debit $
CIF#
Acct Title:
Tax ID Number:
Acct Number:
Existing New Exposure:
Credit $Debit $
ACH Pymts ACH Collect
Same Day
Passthru
Payroll EFTPS
Exposure:
ACH Pymts ACH Collect
Same Day
Passthru
Payroll EFTPS Credit $
Debit $
ACH Collect
Same Day
ACH Pymts Passthru
Payroll EFTPS
ACH Collect
Same Day
Exposure:
Credit $
Debit $
Exposure:
ACH Pymts Passthru
Payroll EFTPS
ACH Collect
Same Day Credit $
Debit $
Exposure:
ACH Pymts Passthru
Payroll EFTPS
ACH Collect
Same Day Credit $
Debit $
__________
Initial Here
Sweep– Available* funds above the target balance are sent each business day.
Recurring – Specific amount sent on specific date monthly.
Lake City Bank Client Account:
Checking Account Number ______________________
Receiving Bank Account Information:
Receiving Bank Account Number ________________________
Receiving Bank Routing Number _________________________
Checking Account Name___________________________________________________________
Account Type (choose one): Checking Savings
Payment Instructions for wires:
For Sweep Target Available Balance* ________________
For Recurring Amount ______________ on (day of month) ___________________
First Effective Date of Transfer____________________
Payment Instructions for ACH:
For Sweep Target Collected Balance* ________________
For Recurring Amount ______________ Frequency ___________________
First Effective Date of Transfer____________________
Balance Type Used:
* ACH Transfers: Collected Balance (Ledger Balance less check float) less holds of any type.
* Wire Transfers: Available Balance = Ledger Balance less Point of Sales and LCB manually processed holds. This excludes check float and may cause the use of Uncollected Funds at a cost of
Prime + 3%. A target Balance slightly above the average float would be suggested in order to avoid
using Uncollected Funds.
Automated Standing Order Services
Wire Transfer ACH
Type of Instruction (choose one)
Name/Title
Remote Deposit Service
RDS Usage:
Avg checks/deposit:
Scanner Model:
Daily Anticipated Deposit Amount: $
Primary Location:
The Treasury Management Sales Officer has explained the operational process of Remote Deposit
Service and has explained the importance of security. I certify that we have (or will have before starting Remote Deposit Service) these following procedures in place:
A secure, locked cabinet or box to store scanned checks in where not all employees have access.
We will destroy scanned checks each day and not exceed 60 days of checks on hand
We also acknowledge that we have updated all security patches and have the latest virus protection
signatures/updates for all PCs and network operating systems used for Remote Deposit
We will not deposit checks via other methods (branch deposit, lockbox, etc) once scanned through Remote
Deposit Service unless otherwise directed by Lake City Bank
I acknowledge that separation of duties is an industry standard best practice and that the company will
accept responsibility for assigning all deposit and reconciliation duties within the company
We have utilized Remote Deposit Service (at Lake City Bank or other institutions) for
AUTHORIZATION TO OBTAIN CREDIT INFORMATION: by signing this application, I grant Lake City Bank authorization to obtain and evaluate any credit and payment information they deem necessary to evaluate our company’s creditworthiness, and based on their findings, approve or disapprove our request for Remote Deposit Services.
Additional Information, if applicable (Note: Please use additional sheets as necessary)
Location Contact: Phone Number:
Additiona Inf lo rmation:
Mobile RDS Usage: Yes No
Location Name:
Initially, the listed Administrator will be setup with an RDS user through Digital Banking single sign on.
It will be the responsibility of the Administrator to notify the Bank of any additional needed users along
with each user's applicable permissions and method of access to RDS.
__________
Initial Here
eLockbox Services
Mailing & Contact Information
Account Number:
PO Box Address: PO Box Size:
eLockbox Administrator: (see Page 2 for additional contacts)
Processing & Retention
Note: Additional information may be required prior to setup
eLockbox Type: Retention:
CD-ROM DVD:
Expected Start Date:
Payments & Documents
Average Monthly: Number of Checks Number of Remittance Pages:
Billing Cycle: No Yes Common Payment amount:
Seasonality: Please describe
Accept any Payee (including “Blank”): Yes No, please attach a list of acceptable payees
Does your customer return a coupon/scannable document with their payment: Yes No
How many different documents or invoices do you use?
If more than one type is used, are the scan lines in the same location on each? Yes No
Define any special procedures for correspondent groupings:
Do you require a Custom File Output (besides the standard Excel file): No Yes, please attach layout
Additional Information:
Please attach a copy of all coupons and invoices including any special instructions. Highlight any information that
needs to be manually keyed.
General Specifications
Amount Discrepancies – In discrepancy situations, the written amount will be used. The invoice will be adjusted, ifnecessary.
Unbalanced Transactions – For single transactions (one coupon to one check) the transaction will be balanced to thecoupon. For multiple transactions (one to many or many to one) the transaction will remain unbalanced. Retailunbalanced transactions will be balanced to check.
Checks received without a coupon will be run as check only.
Correspondence will be scanned front and back. Blank pages will be discarded.
Unsigned checks will be accepted.
All dates (no date, postdated or stale dated) will be accepted.
Bankruptcy documents will be scanned into correspondence.
Returned mail will be scanned into correspondence with the envelope for forwarding instructions.
Any ads, catalogs or junk mail received will be discarded.
Coupon Specs (Inches) Wholesale Invoices Retail Coupons
Length 6 – 11 4.75 – 8.5
Height 3 – 11 2.75 – 4.8
Thickness Up to 1/16 .003 - .0075
Size
Daily Volume
(of letter sized
envelopes)
1 (3” x 5.5”) 10‐15
2 (5” x 5.5”) 15 ‐ 25
3 (11” x 5.5”) 25 +
__________
Initial Here
-
-
Pay down and Advance:
Controlled Disbursement Account (CDA):
CDA Master (Funding) Account Number:
CDA Subsidary Account Number:
Additional Instructions:
Target Balance $
Line of Credit Number
Sweep Increment ($0.01 min) $
Line of Credit Number
Sweep Services
Investment Sweep:
Is the customer an existing CDARS® and/or ICS customer?
(Note: All CDARS and all ICS Customer Profiles are linked. Changes made to the Customer Profile impact both services.)
Rate: As of:
SZBA:
SZBA:
SZBA:
SZBA:
MZBA:
SZBA:
SZBA:
SZBA:
SZBA:
Checking Account:
Threshold Amount:
Email Address:
Loan Sweep:
Checking Account:
Pay down only:
Overdraft Protection from Line:
Checking Account:
Sweep Increment ($0.01 min) $
Zero Balance Account:
MZBA:
FTP
Initial Here
Please note we will need further instruction on how client would like FTP services setup in the additional instructions below. Also if this
will be an automated login creation or user login creation to setup the MFA process appropriately. For automated logins, please only
provide one user as only one user ID needs to be issued.
Service
Full Name:
Email:
Phone#
Purpose
Service
Full Name:
Email:
Phone#
Purpose:
Service
Full Name:
Email:
Phone#
Purpose
Service
Full Name:
Email:
Phone#
Purpose
Additional Instructions:
Each of the undersigned is duly authorized to execute this Application and act on behalf of the Company with respect to and in connection with the Services anticipated hereunder and pursuant to
the Master Digital Banking Services Agreement, as modified or amended form time to time, and to bind the Company to the terms, conditions and obligations set forth herein.
Company Name
By:
Print Name:
Title:
Date:
EXHIBIT A
Fee Schedule
Note: All fees are subject to change pursuant to the terms and conditions of the Master Digital
Banking Services Agreement
Digital Banking
LCB Digital
Additional Accts
ACH Module
Wire Module
ACH Origination
ACH Origination
ACH Reversal
ACH Return
ACH NOC
Unauthorized Return
Same Day Fee per ID
Same Day Origination
_ ________________
Remote Deposit Services
RDS Monthly Maint.
RDS Deposits
RDS Items Deposited
RDS Addtl Location
Mobile RDS Users
X9.37 Maint.
Mobile Deposits
Sweep Services
Investment Sweep
Line of Credit Sweep
ODP from Line
ZBA Master Acct
ZBA Sub Acct
Positive Pay Services
Check PP Maint.
ACH PP Maint.
Payee Verification
Paid Exceptions
Lockbox Services
Lbx Setup (one time)
Lbx Monthly Maint.
Lcb Web Maint.
Lbx PO Box Rental
Lbx Deposits
Lbx Items Deposited
Lbx Items Processed
Lbx Check Images
Lbx Doc Images
Lbx Archive
Lbx Data Entry
Lbx Correspondence
Expedited Proc.
Lbx CD/DVD
Misc. Services
1
Tax ID
Date
LAKE CITY BANK
SAME DAY ACH SUPPLEMENT
TO
ACH SERVICES ADDENDUM - ORIGINATOR
This Same Day ACH supplement (“Same Day ACH Supplement” or, this “Supplement”) to
the ACH Originator Addendum, sets forth the product information, disclosures, and terms and
conditions for Same Day ACH services (“Same Day ACH Services”) provided by Lake City Bank
(“Bank”). This Supplement, together with the ACH Originator Addendum, the Master Digital Banking
Services Agreement (“Master Agreement”) entered into between Company and Bank dated on or
prior to the Effective Date, Company’s application for Digital Banking Services (the “Application”),
the Account Terms and Conditions, the Security Procedures Addendum, and any schedules,
Addendums, or exhibits to this Supplement or the Application, constitute the entire agreement between
Company and Bank for the Same Day ACH Services. Capitalized terms that are not otherwise defined
herein shall have the meanings set forth in the Master Agreement, the ACH Origination Services
Addendum, the Application, and the Rules.
1.By selecting “Same Day ACH” on its Application, Company has requested that Bank permit
it to initiate any Same Day Entry, and Bank has approved the Company as eligible for this additional
ACH service. Company agrees to pay the additional fees assessed for any Same Day Entry, as
communicated by Bank from time to time. Company also agrees to pay additional fees and costs if
Company requires any modifications to the reporting provided by Bank.
2.Entries qualifying for processing as a Same Day Entry will be processed in accordance with
the procedures set forth below:
2.1 Each ACH file initiated by Company shall be initiated through a secure server
or through Bank’s online banking system. All ACH files with Same Day credit Entries must
be received by the ACH cutoff time established by the Rules, Same Day Entries must be
submitted before 12:30 PM ET in order to qualify as a Same Day Entry, and must use the
Effective Entry Date as the date of the Entry.
2.2 Upon receipt of the file, Bank will determine the availability of collected funds
in Company’s Settlement Account and will attempt to determine if sufficient funds are
available, and if so determined will debit Company’s Settlement Account in the amount of
such Same Day Entry. If in Bank’s sole determination the Settlement Account balance at that
time has insufficient collected funds on deposit to cover the total amount of the Same Day
Entry, the Entry will be rejected.
2.3 Company understands that Entries coded with SEC Codes IAT and ENR, and
Entries in excess of $25,000 are not eligible to be sent as Same Day Entries, and will not be
processed.
2
3. If for any reason, Company decides to cancel the ACH file and if the ACH file has not been
released to the Federal Reserve for settlement, Bank will recredit the Settlement Account, provided
Bank has received written confirmation of cancellation from Company within sufficient time to process
a cancellation under the Rules prior to the settlement of the Entry.
4. Company must ensure that any Entry it submits has the correct Effective Entry Date, and that
sufficient funds are available in its Account for settlement of same day transactions. Bank is entitled
to presume it is the Company’s intent to initiate a Same Day Entry if the stated Settlement Date is the
same as the date the Entry is submitted. If Company also utilizes Bank’s ACH Positive Pay or ACH
Debit Block services, Company acknowledges that Same Day Entries will not be eligible for these
services. Bank reserves the right, but shall not be obligated, to obtain verification from Company as to
its intent to initiate a Same Day Entry before processing.
5. No modification or waiver of any provision of this Supplement will be established by conduct,
custom or course of dealing; and no modification, waiver or consent will in any event be effective
unless the same is in writing and specifically refers to this Supplement, and then such waiver or consent
will be effective only in the specific instance and for the purpose for which it is given.
(Remainder of page intentionally left blank; signature page follows)
3
IN WITNESS WHEREOF, the Company agrees to be bound by the terms and conditions of this
Addendum as of the Effective Date.
“COMPANY”
(Company Name)
By:
Printed:
Title:
Approved by the Bank:
LAKE CITY BANK
By:
Printed:
Its:
(Signature Page to Same Day ACH Supplement)
SPONSOR(S): Councilors Green and Taylor
This Resolution was prepared by Samantha Karn, on November 6, 2024, at 1:00 p.m. No subsequent revision to this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
RESOLUTION CC 11-18-24-01 1 2
A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3 APPROVING A TRANSFER OF FUNDS WITHIN THE GENERAL ADMINISTRATION 4 DEPARTMENT BUDGET (FUND#1205) 5 6 Synopsis: Transfers $182,000.00 within the 2024 General Administration Department 7
budget. 8
9 WHEREAS, the sum of One Hundred and Eighty Two Thousand Dollars ($182,000.00) is 10 needed to pay for expenses in various line items within the 2024 General Administration Department 11 budget; and 12
13 WHEREAS, the 2024 General Administration Department budget has excess funds in the 14 amount of One Hundred and Eighty Two Thousand Dollars ($182,000.00) in the following line items: 15 General Administration Budget (1205): Line Item 4348000 – Electricity $32,000.00 16 General Administration Budget (1205): Line Item 4358500 – Census & Election Fees 17
$150,000.00 18
19 NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Carmel, Indiana, 20 that the Controller is authorized to transfer funds within the 2024 General Administration Department 21 budget (1205) as follows: 22
General Administration Budget (1205): Line Item 4348000 – Electricity $32,000.00 23
General Administration Budget (1205): Line Item 4358500 – Census & Election Fees 24 $150,000.00 25 26 INTO 27
28
General Administration Budget (1205): Line Item 4347000 – Worker’s Compensation 29 $100,000.00 30 General Administration Budget (1205): Line Item 4467099 – Other Equipment $82,000.00 31 32
33
34 35 36 37
38
39 40 41 42
43
Resolution CC 11-18-24-01 44 Page One of Two 45 46 47
SPONSOR(S): Councilors Green and Taylor
This Resolution was prepared by Samantha Karn, on November 6, 2024, at 1:00 p.m. No subsequent revision to this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
SO RESOLVED, by the Common Council of the City of Carmel, Indiana, this day of 48 ______ , 2024, by a vote of _____ ayes and _____ nays. 49
50 COMMON COUNCIL FOR THE CITY OF CARMEL 51 52 53 Anthony Green, President Adam Aasen, Vice-President 54
55
56 Jeff Worrell Matt Snyder 57 58 ______________________________ 59
Rich Taylor Teresa Ayers 60
61 62 Anita Joshi Ryan Locke 63 64
______________________________ 65
Shannon Minnaar 66 67 ATTEST: 68 69
______________________________ 70
Jacob Quinn, Clerk 71 72 Presented by me to the Mayor of the City of Carmel, Indiana this day of 73 74
___ , 2024, at . M. 75
76 77 Jacob Quinn, Clerk 78 79
Approved by me, Mayor of the City of Carmel, Indiana, this day of 80
81 , 2024, at . M. 82 83 84
85
Sue Finkam, Mayor 86 87 ATTEST: 88 89
90
91 Jacob Quinn, Clerk 92 93 Resolution CC 11-18-24-01 94
Page Two of Two 95
SPONSOR(S): Councilor Taylor
1
RESOLUTION CC 11-18-24-03 1 2 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, 3 INDIANA, TO LIMIT THE RATE FOR TAXES PAYABLE IN 2024 AND CERTAIN 4 PAST YEARS AND AUTHORIZE NECESSARY TEMPORARY BORROWING 5 AMONG CITY FUNDS 6
7
Synopsis: A resolution authorizing appeal to the Department of Local Government 8 Finance for permission to increase the City’s 2025 ad valorum property tax levy in excess 9 of the normal maximum allowable amount. 10 11 WHEREAS, The City of Carmel (“City”) collected less property tax revenue than the 12
amounts of its lawful, certified property tax levies for taxes payable in 2025 and certain past 13 years, and 14 15 WHEREAS, IC 6-1.1-18.5-16 provides that a City which collects less than its lawful 16
certified levy may petition the Department of Local Government Finance (“DLGF”) for a 17
compensating levy in a future year, and 18 19 WHEREAS, IC 6-1.1-18.5-16 further provides that a petition for a levy to compensate 20 for a shortfall must be authorized by the fiscal body of the City, and 21 22 WHEREAS, the City cannot carry out its governmental functions under its current 23 maximum levy for the ensuing calendar year without the approval of a levy appeal pursuant to IC 24 6-1.1-18.5-12; 25 26
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of 27
Carmel, Hamilton County, Indiana: 28 29 Section 1. the Common Council authorizes the filing of a petition for an excess property 30 tax levy to increase the City’s maximum levy by $1,000,000 in accordance with IC 6-1.1-18.5-16 31 for taxes payable in 2025. 32
33 Section 2. The Common Council represents that the City cannot carry out its 34 governmental functions under its current maximum levy for the ensuing calendar year without an 35 excess levy. 36
37
38 39 40 41 42
43 44 45 46
Resolution CC 11-18-24-03 47
Page One of Two 48
49
Prepared by Curtis L. Coonrod on October 11, 2024, as suggested language only and not as legal advice. No subsequent revision has been reviewed by Mr. Coonrod. 2
SO RESOLVED by the Common Council of the City of Carmel, Hamilton County, 50 Indiana, this day of , 2024. 51
52
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA 53
_________________________________ ____________________________________ 54 Anthony Green, President Adam Aasen, Vice-President 55
56
_________________________________ ____________________________________ 57 Rich Taylor, Chaplain Matt Snyder, Parliamentarian 58 59 _________________________________ ____________________________________ 60 Jeff Worrell Teresa Ayers 61
62 _________________________________ ____________________________________ 63 Anita Joshi Ryan Locke 64 65
_________________________________ 66
Shannon Minnaar 67 68 ATTEST: 69 70 __________________________________ 71
Jacob Quinn, Clerk 72 73 Presented by me to the Mayor of the City of Carmel, Indiana, at o’clock ___.m. on the 74 __ day of , 2024. 75
76
Jacob Quinn, Clerk 77 78 Approved by me, Mayor of the City of Carmel, Indiana, at o’clock . m. this 79 day of , 2024. 80 81
Sue Finkam, Mayor 82 ATTEST: 83 84 85
Jacob Quinn, Clerk 86
87 88 89 90 91
92 Resolution CC 11-18-24-03 93 Page Two of Two 94 95
SPONSOR(S): Councilor(s) Aasen, Taylor, Green, Snyder and Minnaar
This Resolution was prepared by Samantha Karn, on November 7, 2024, at 1:00 p.m. No subsequent revision to this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
RESOLUTION CC 11-18-24-04 1 2
A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3 APPROVING A TRANSFER OF FUNDS WITHIN THE COMMON COUNCIL BUDGET 4 (FUND#1401) 5 6 Synopsis: Transfers $109,400.00 within the 2024 Common Council budget. 7
8 WHEREAS, the sum of One Hundred and Nine Thousand Four Hundred Dollars ($109,400.00) 9 is needed to fund donations to various organizations in various line items within the 2024 Common 10 Council budget; and 11 12
WHEREAS, the 2024 City Council budget has excess funds in the amount of One Hundred and 13
Nine Thousand Four Hundred Dollars ($109,400.00) in the following line items: 14 Common Council Budget (1401): Line Item 4120000 – Deferred Compensation $20,000.00 15 Common Council Budget (1401): Line Item 4121000 – City’s Share of FICA $2,000.00 16 Common Council Budget (1401): Line Item 4122000 – City’s Share of Health Ins $83,000.00 17
Common Council Budget (1401): Line Item 4124000 – City’s Share of Medicare $500.00 18
Common Council Budget (1401): Line Item 4230100 – Stationary & Printed Material $750.00 19 Common Council Budget (1401): Line Item 4230200 – Office Supplies $750.00 20 Common Council Budget (1401): Line Item 4239099 – Other Miscellaneous $2,400.00 21 22
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Carmel, Indiana, 23
that the Controller is authorized to transfer funds within the 2024 Common Council budget (1401) as 24 follows: 25 Common Council Budget (1401): Line Item 4120000 – Deferred Compensation $20,000.00 26 Common Council Budget (1401): Line Item 4121000 – City’s Share of FICA $2,000.00 27
Common Council Budget (1401): Line Item 4122000 – City’s Share of Health Ins $83,000.00 28
Common Council Budget (1401): Line Item 4124000 – City’s Share of Medicare $500.00 29 Common Council Budget (1401): Line Item 4230100 – Stationary & Printed Material $750.00 30 Common Council Budget (1401): Line Item 4230200 – Office Supplies $750.00 31 Common Council Budget (1401): Line Item 4239099 – Other Miscellaneous $2,400.00 32
33 INTO 34 35 Common Council Budget (1401): Line Item 4358100 – Special Organization Donations 36 $109,400.00 37
38
39 40 41 42
43
44 Resolution CC 11-18-24-04 45 Page One of Two 46 47
SPONSOR(S): Councilor(s) Aasen, Taylor, Green, Snyder and Minnaar
This Resolution was prepared by Samantha Karn, on November 7, 2024, at 1:00 p.m. No subsequent revision to this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
SO RESOLVED, by the Common Council of the City of Carmel, Indiana, this day of 48 ______ , 2024, by a vote of _____ ayes and _____ nays. 49
50 COMMON COUNCIL FOR THE CITY OF CARMEL 51 52 53 Anthony Green, President Adam Aasen, Vice-President 54
55
56 Jeff Worrell Matt Snyder 57 58 ______________________________ 59
Rich Taylor Teresa Ayers 60
61 62 Anita Joshi Ryan Locke 63 64
______________________________ 65
Shannon Minnaar 66 67 ATTEST: 68 69
______________________________ 70
Jacob Quinn, Clerk 71 72 Presented by me to the Mayor of the City of Carmel, Indiana this day of 73 74
___________________________, 2024, at __________ ___. M. 75
76 77 78 Jacob Quinn, Clerk 79
80
Approved by me, Mayor of the City of Carmel, Indiana, this day of 81 82 ___________________________, 2024, at __________ ___. M. 83 84
85
86 Sue Finkam, Mayor 87 ATTEST: 88 89
90
91 Jacob Quinn, Clerk 92 93 Resolution CC 11-18-24-04 94
Page Two of Two 95
SPONSOR: Worrell
This Resolution was prepared by Samantha Karn, on November 11, 2024, at 1:00 p.m. No subsequent revision to
this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
1 RESOLUTION CC 11-18-24-05 2
3 A RESOLUTION OF THE COMMON COUNCIL OF THE 4 CITY OF CARMEL, INDIANA, CREATING AN AFFILIATE REVIEW COMMITTEE 5 6 Synopsis: This Resolution authorizes the creation of a joint committee of the executive and 7
legislative branches to evaluate the purpose, governance and tax structure and related fiscal and 8
risk aspects of all nonprofit corporations and community development corporations that are 9
affiliates of the City of Carmel. 10 11 WHEREAS, the Mayor of the City of Carmel and the City Council are co-equal branches 12
of municipal government that each have a vested interest in ensuring that affiliated nonprofit 13
corporations and community development corporations (together “Affiliated Entities”) operate in 14 compliance with their governance documents and federal tax laws; and 15 16 WHEREAS, the Mayor and the City Counsel have both received questions relating to the 17
governance, tax, operations, risks and fiscal impacts of the Affiliated Entities and both parties 18
desire to understand the impact that these Affiliated Entities have upon the City and to provide full 19 transparency to the taxpayers of the City regarding the City’s investment of dollars and staff time 20 in supporting these Affiliated Entities. 21 22
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of 23
Carmel, Indiana, as follows: 24 25 Section 1. The foregoing Recitals are incorporated herein by reference. 26 27
Section 2. Pursuant to Carmel City Code 3-29(l), the Common Council hereby forms 28
a committee known as the Affiliate Review Committee (the “Committee”). The Committee will 29 have six (6) members with three (3) members appointed by the Mayor (with the Mayor serving on 30 the Committee in one (1) of her three (3) appointed spots) and three (3) members appointed by the 31 Common Council. The chair of the Committee shall be appointed by a simple majority of the 32
members of the Committee. 33
34 Section 3. Since the finances of the Affiliated Entities will be a critical component of 35 the Committee’s review process and many of the Affiliated Entities are in the middle of their 36 taxable years, the Committee will commence its work on or after February 1, 2025 and will cease 37
once all Affiliated Entities have been reviewed. The Committee will meet at least monthly, with 38
meetings to be called by the chair of the Committee or a majority of all Committee members. 39 40 Section 4. To ensure full transparency to the community, the Committee will issue a 41 final report with regard to each Affiliated Entity that it reviews. The report will provide a summary 42
of (a) the purpose of the entity as expressed in its governance documents and any tax records; (b) 43
the governance structure for the Affiliated Entity; (c) the federal tax requirements that pertain to 44 such Affiliated Entity; (d) the total cash compensation of the executives of the Affiliated Entity; 45 (e) any risks that inure to the City by virtue of the activities of the Affiliated Entity; (f) a historical46
SPONSOR: Worrell
This Resolution was prepared by Samantha Karn, on November 11, 2024, at 1:00 p.m. No subsequent revision to
this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
record of the investments that the City has made to each Affiliated Entity, both in terms of dollars 47 and staff time by City employees; and (g) a current balance sheet of the Affiliated Entity’s assets 48
and liabilities. 49
50 Section 5. The Mayor’s office will present an executive review of all governance and 51 tax structures of the Affiliated Entities at the Committee’s first meeting. The Mayor's office will 52 make available all resources and documents pertinent to the Committee's work, pending the 53
requests are reasonable in time/cost, relevant to the Committee’s scope and do not violate attorney-54
client privilege. 55 56 Section 6. Pursuant to Carmel City Code 3-28(b), the Committee is authorized to 57 engage an independent law firm to support the Committee’s efforts as outlined in this Resolution, 58
with the selection of any law firm to be made by the affirmative vote of a simple majority of the 59
members of the Committee. 60 61 62 63 64
65 66 67 68 69
70 71 72 73 74
75 76 77 78 79
80
81 82 83
84
85 86 87 88
89
90 91 92
SPONSOR: Worrell
This Resolution was prepared by Samantha Karn, on November 11, 2024, at 1:00 p.m. No subsequent revision to
this Resolution has been reviewed by Ms. Karn for legal sufficiency or otherwise.
SO RESOLVED, by the Common Council of the City of Carmel, Indiana, this 93 day of ______ , 2024, by a vote of _____ ayes and _____ nays. 94
95 COMMON COUNCIL FOR THE CITY OF CARMEL 96 97 98 Anthony Green, President Adam Aasen, Vice-President 99
100
101 Jeff Worrell Matt Snyder 102 103 ______________________________ 104
Rich Taylor Teresa Ayers 105
106 107 Anita Joshi Ryan Locke 108 109
______________________________ 110
Shannon Minnaar 111 112 ATTEST: 113 114
______________________________ 115
Jacob Quinn, Clerk 116 117 Presented by me to the Mayor of the City of Carmel, Indiana this day of 118 119
___________________________, 2024, at __________ ___. M. 120
121 122 Jacob Quinn, Clerk 123 124
Approved by me, Mayor of the City of Carmel, Indiana, this day of 125
126 ___________________________, 2024, at __________ ___. M. 127 128 129
130
Sue Finkam, Mayor 131 ATTEST: 132 133 134
135
Jacob Quinn, Clerk 136 137
Council Date * Due Date for Agenda
January 6th December 26th
January 23rd Claims Only Meeting
February 3rd January 24th
February 17th February 7th
March 3rd Februrary 21st
March 17th March 7th
April 3rd Claims Only Meeting
April 21st April 11th
May 5th April 25th
May 19th May 9th
June 2nd May 23rd
June 16th June 6th
July 7th June 27th
July 21st July 11th
August 4th July 25th
August 18th August 8th
August 28th Claims Only Meeting
September 15th September 5th
October 6th September 26th
October 20th October 10th
November 3rd October 24th
November 17th November 7th
December 1st November 21st
December 15th December 5th
December 30th Claims Only Meeting
*ALL AGENDA ITEMS ARE DUE BY NOON UNLESS SPECIFIED OTHERWISE
2025 Council Dates and Deadlines