HomeMy WebLinkAbout970594.tiff MASTER AGREEMENT
for
CASH MANAGEMENT SERVICES
This Master Agreement for Cash Management Services ("Agreement") is entered into this
n day of Y 1997 between NORWEST BANK COLORADO, N.A. (the
"Bank") and WEL COUNTY TREASURER (the "Company").
The Bank offers and provides certain cash management services to its commercial customers,
and the Company anticipates that it will from time to time engage the Bank to perform all or
some cash management services under this Agreement (the "Services").
The Bank and the Company agree:
1. Scope of the Services. The Bank shall provide the Company with the cash
management services requested in writing and Services agreed to by the Bank. The
Services are described in general terms in separate writings which are specifically
incorporated into this Agreement (the "Product Descriptions"). The Company agrees to
the terms and conditions contained in the applicable Product Description(s); the Bank's
user guide (the "Guide"), if any, for each Service it requests; and the Bank's terms and
conditions applicable to each account affected by the Services (the "Account Terms").
Delivery and use of a Service shall be conclusively deemed to be agreement to the
provisions contained in the applicable Product Description and Guide. The Bank may
amend a Product Description, a Guide, or the Account Terms from time to time upon
fourteen (14) days prior written notice. The Company acknowledges receiving a copy of
the Account Terms and of the Product Description and Guide, if any, for the Services it
has initially requested.
Initial Service(s): ACH/BANKTIES ACH/CONTROLLED DISBURSEMENTS/ICIS
POSITIVE PAY ARP
2. Performance of the Services. The Bank shall perform the Services in accordance with
reasonable commercial standards applicable to the Bank's business; in conformity with
rules, regulations or laws governing the activities of the Bank; and in accordance with
this Agreement.
3. Term. This Agreement shall continue in effect unless terminated by either party upon
seven (7) days prior written notice. The Bank may immediately terminate this
Agreement without notice to the Company if the Company files, or has filed against it, a
petition under the U.S. Bankruptcy Code or a similar state or federal law. Each
additional Service shall commence within a reasonable time after the Bank agrees to
provide it and shall continue in effect until terminated by written notice or termination of
this Agreement.
4. Service Fees; Taxes; Invoice; Payment. The Company agrees to pay the Bank for
the Services in accordance with the Bank's fee schedule(s). The Bank may modify its
fee schedule(s) at any time upon prior notice. The Company also agrees to pay an
amount equal to any taxes applicable to the Services, however designated, exclusive of
taxes based on the net income of the Bank. Except as otherwise agreed in writing, all
fees and taxes shall be charged monthly against the Company's accrued earnings
Master Agreement for Cash Management Services Page 1
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allowance. The Be, , may debit the Company's account(s) ..dd.' the Bank for, or may bill
the Company and the Company agrees promptly to pay, any amount by which the fees
or taxes exceed such earnings allowance.
5. Liability; Indemnification. The Bank shall be responsible only for performing the
Services as expressly provided for in this Agreement, and shall be liable only for
material losses directly resulting solely from its own negligence or intentional misconduct
in performing those Services. Neither the Bank nor the Company shall have any liability
for failure to perform or delay in performing the Services if such failure or delay is due to
circumstances beyond that party's reasonable control. Each party agrees to make
reasonable efforts to prevent such occurrences. In no event shall the Bank have any
liability for any consequential, special, punitive or indirect loss or damage. The
Company shall promptly furnish proof of loss in written form to the Bank, and shall
provide the Bank all reasonable assistance in recovering a loss. If the Company is
reimbursed by or on behalf of the Bank, the Bank or its designee shall be subrogated to
all rights of the Company. Except to the extent that the Bank is liable under the terms of
this Agreement, the Company agrees to indemnify and hold the Bank, its directors,
officers, employees and agents harmless from all claims, demands, judgments, and
expenses (including their reasonable attorneys' fees and legal expenses) arising out of
or in any way connected with the performance of the Services. The Company agrees
that this indemnification shall survive termination of this Agreement.
6. Affiliates. Present and future Bank affiliates may from time to time provide one or more
Services under the terms of this Agreement. In that event, the Bank shall notify the
Company that the affiliate has agreed to provide the Service(s), the term "Bank" shall
include the affiliate with respect to the Service, the Bank and the affiliate may share any
information helpful in providing the Service and liability with respect to the Service shall
be limited solely to the affiliate(s) providing the Service. The Company acknowledges
that its consent to the release of information is not a condition of doing business with the
Bank or its affiliates.
7. General. The laws of the state in which the principal office of the particular Bank
providing the Service is located shall govern for all purposes. This Agreement shall
constitute the entire agreement between the Bank and the Company and supersede
prior oral or written representations, conditions, warranties, understandings, proposals
or agreements regarding the Services. Headings do not constitute a part of this
Agreement. Any notice or other communication may be sent to the Company at its then
current address on file with the Bank. The Bank will have a reasonable time after
receipt of any notice or other communication to act on it. No provision may be modified
except in writing signed by the party against whom the modification is to be enforced.
No waiver of any right on one occasion will be a waiver of the same or any other right on
a subsequent occasion. The Bank or the Company may assign this Agreement to any
successor by merger, consolidation or corporate reorganization. Any invalidity, in whole
or in part, of any provision shall not affect the validity of any other provision. The Bank
may grant credit to the Company in connection with the Services, but is not required to
do so. Delivery and use of an informational Service occurs when the information is
provided. The Bank may, without notice, refuse to honor any payment, transfer or
withdrawal order which would result in an overdraft, even if it has previously allowed
overdrafts. The Bank may establish cut-off times, and may change those cut-off times
upon reasonable notice to the Company. Unless specifically defined in the applicable
Master Agreement for Cash Management Services Page 2
(Revised 1/25/96)
Product Descriptior. Guide, the term "banking day" meat-. .,1at part of a business day
occurring prior to the cut off time stated in the Bank's funds availability policy, and the
term "business day" means that part of every calendar day except Saturdays, Sundays
and federal holidays, during which the Bank is open to the public for carrying on
substantially all of its banking functions. The Bank may disclose any information which
in its opinion facilitates the performance of a Service. The Bank may at any time use
agents and/or independent contractors to provide all or any portion of a Service.
The parties have caused this Agreement to be executed and warrant that their respective
signatory, whose signature(s) appears below, has been and is on the date of this Agreement
duly authorized by all necessary action in accordance with its governing instruments to execute
this Agreement.
Agreed To And Accepted By: Agreed To And Accepted By:
NORWEST BANK WELD COUNTY .
COLORADO, N.A. ("BANK") ("COMPANY")
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Name: eorse E. Baxter, Chair 024047
Title: i4 �v
c rd of County Commiss oners
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TLD COUNTY CLERK TO THE BOARID
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BY: �Ll..PLL /C_ CG_l,t)
DEPUTY CLERWrO THE BOARD
Master Agreement for Cash Management Services Page 3
(Revised 1/25/96)
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