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HomeMy WebLinkAboutBridgehampton National BankRESOLUTION 2010-803 ADOPTED DOC ID: 6264 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-803 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 5, 2010: RESOLVED that the Town Board of the Town of Southold hereby authorizes ~ Scott A. Russell to execute the Lockbox Agreement between the Town of Southoid and The Bridgehampton National Bank, for use by the Tax Receiver's Office for collection of taxes, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Albert Krupski Jr., Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell ORIGINAL BRIDGEHAMPTON NATIONAL BANK Lockbox Agreement Agreementmadethis~) dayof ~0~* ,2010, by and between THE BRIDGEHAMPTON NATIONAL BANK, a national banking association with an office at 2200 Montauk Highway, Bridgehampton, New York 11932 hereinafter referred to as "the Bank", and .~ow.-'// Ox0 ffo,.l'~, ~'c/ with an office at ohereina,[ter r, ef, erred to as "Company". <~.--~6~ 6/. jO~ ~ ~-/C.. It 7 '/t - ~ Whereas, Company is a customer of the Bank and has requested that the Bank provide certain Lock Box services hereinafter "Services" as more particularly set forth herein; and Whereas the Bank is willing to provide such Services pursuant to the terms and conditions set forth herein. Now, therefore, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: The Bank will provide to the Company the Services indicated on Schedule A. The nature and/or extent of Services may be changed by the Bank on thirty (30) days notice to Company and will be binding upon the expiration of such period. The Bank may immediately suspend services under this Agreement or ma'/ terminate this Agreement as provided herein in the event Company fails to pay any outstanding fees or charges due. ~fees and Analysis ervicePaY to the Bank for the Services to be rendered hereunder the fees set forth in $chedul~.~ by the Bank on thirty (30) days notice to Company, and will be bi~odk,~pon s in addition to those indicated on Schedule A~re furnished by the Bank to Cor~a~ny shall be~then in effect as established b~y.~nk for such services. The B~t Company m~'~01~f.~a the end of~:~.m~Ethly cycle which applies to Company statements for any amou~..~ue~ balances to pay all fees and charges~ay a~l fees and charges, a ~sse~ges will be assessed ~~ight t~st any accounts ' Comnanv's Resoonsibllltles The Company shall have the following responsibilities hereunder, in addition to any others set forth in this Agreement: (a) Provision of Information - Company shall provide the Bank in a timely manner all information reasonably required by the Bank in order to render the Services under this Agreement. Company shall have full responsibility for the timely delivery of all required information as well as the truth and accuracy of such information. Company, and its successors, assigns and ~egal representatives, shaft forever indemni~y the Bank and hold it entirely harmless from and against any and all claims, demands, losses, charges, expenses, legal fees, costs and liabilities of whatever kind or description, and lawsuits or legal proceedings, including, without limitation, fees and disbursements of legal counsel incurred by the Bank in any action or proceeding between Company and the Bank or between the Bank and any third party or (b) (c) (b) (c) (d) (a) (b) (c) (d) otherwise, without regard to the merit or lack of merit thereof, arising out of Company's furnishing, or failing to furnish, such information. Obligation to Review - Company shall have the obligation to review all records pertaining to its account and the Services and promptly notify the Bank of any errors or omissions. Failure by Company to so review and advise the Bank promptly but in no event more than 30 days after receipt of such records, shall be deemed a release of the Bank by Company from any and all liability for any error or omission and shall bar any claim by the Company relating thereto. Billing Documents - The Company shall utilize billing documents which meet the requirement of the Bank in order to render the Services. Any billing documents utilized by the Company must first be approved by the gank. Bank Res~onslbilltles The Bank shall have the following responsibilities hereunder (to the extent applicable): Remittance Processing - Bank will endeavor to process and deposit Remittances at Bank as received, but in no event later than twenty-four (24) hours after pick up from the Lockbox, except as otherwise provided hereunder. Collection of Funds - The Bank will send for collection Remittance checks by utilizing the Federal Reserve Banks' check clearing collection interchange. Company will establish a Demand Deposit Account ("Account") at the Bank into which proceeds of collections will be deposited. Funds deposited to the Account will be available in accordance with the Bank's published availability schedule. Reports - The Bank will generate daily reports as to Remittances received at the Lockbox and shall furnish same to Company. The Bank shall make available to Company and electronic file on the Bank's system which contain images of the Remittance and Remittance documents. Administration Of The Sewlces In connection with the Services, the Bank shall have the following rights: The Company appoints the Bank its attorney-in-fact to endorse checks in the name of Company and hereby agrees to indemnify and hold harmless the Bank from and against capacity. The Bank may rely upon and shall be protected in writing or refraining to act upon any written notice (including but not limited to facsimiles) believed by it to be genuine and to have been signed or presented by the proper party. In determining the amount of any Remittance the Bank shall utilize numerical amounts, which amounts shall control over any written amount, if inconsistent. The gank is authorized to endorse checks in the name of the Company· The Bank may accept for collection checks payable to the Company or a reasonable approximation thereof. 10. 11. Bank's Property All materials produced by the Bank and all documentation programs and electronic files are and shall remain the property of the Bank, free of any claim by Company, and same shall not be used by Company for any purpose. The Bank shall use reasonable care to endeavor to keep confidential all information furnished by Company; but failure to do so shall not result in any liability to the Bank. (a) This Agreement shall remain in effect for one year from the date above and shall be automatically renewed for additional one year periods thereafter, unless terminated as provided in this Agreement. (b) If either party shall default in the performance of its obligations under this Agreement and shall fail or refuse to remedy such default within 10 days after written notice, the other party may terminate this Agreement. Upon reasonable belief that such default by either party is not curable or involves elements of fraud, the other party may terminate immediately and provide reasonable written or telefaxed notice. (c) This Agreement shall terminate automatically in the event of the filing by Company of any petition or action under any bankruptcy reorganization, insolvency or moratorium law, including the appointment of a receiver or a trustee. (d) Either party may terminate this Agreement upon 30 days prior written notice to the other. SUCCESSORS AND/ISSlGNS. This Agreement shall be binding upon and shall insure to the benefit of the parties of this Agreement, their successors and assigns; provided, however, that this Agreement shall not be assigned by Company without Bank's prior written consent. Bank may assign, either in part or in whole, this Agreement at any time with or without prior notice and with or without Company's consent. NO THIRD PARTY BENEFICIARY. It is the specific expressed intent of the parties to this Agreement that there shall be no third party beneficiary of any term or condition in this Agreement. NOTICES. For purposes of this Agreement, all communications shall be forwarded to the respective parties at the following address: PROVIDER: The Bridgehampton National Bank COMPANY: 2200 Montauk Highway Bridgeharppton~ Ne~w York 11937 Fax: ~/- ~ ~7~ ~. LOCKBOX REMrrrANCES. This Agreement involves the receipt by the Bank of an unknown number of pieces of mail on each banking day, the contents of which, and the condition of the contents is unknown until actually opened by Bank. Company acknowledges and agrees that the Bank shall not be responsible or have any liability whatsoever for: loss, mutilation, destruction or disappearance of currency, checks, money orders, securities, and any other negotiable instruments, stubs, correspondence, envelopes, or any other writhing, record, or property which may be claimed to have been received by Bank by mail delivery to the Lockbox. 12. 13. 14. 15. 16. 17. STANDARD OF CARE. INDEMNIFICATION. The Bank shall not be liable for any claims, suits, actions, costs, charges, liabilities, or expense, or any interruption of services "Liabilities" in connection with this Agreement, other than Liabilities caused by the gross negligence or willful misconduct of the Bank. In no event will the Bank be liable for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Bank knew of the possibility or likelihood of such damages. Bank's substantial compliance with its standard procedures for provision of the Services required under this Agreement shall be deemed to constitute the exercise of ordinary care. Company hereby agree to indemnify and hold harmless the gank and its affiliates, and the directors, officers, employees, and agents of any of them, and the successors and assigns of the Bank, from and against any and all Liabilities asserted against them in connection with this Agreement, other than those Liabilities cause by the gross negligence or willful misconduct of the Bank or such indemnified party. In no event shall the Bank's liability to Company for damages for any alleged direct or indirect failure to perform pursuant to this Agreement will not exceed the payments made by Company during the 90 calendar days immediately preceding the alleged failure of performance. FORCE MAJEURE. gank shall not be liable for any failure of performance which is attributable to the acts or events (including, but not limited to war, conditions or events of nature, civil disturbances, terrorist action, work stoppage, power failures and fire) beyond Bank's control which prohibit or delay performance by Bank of the Services under this Agreement. AMENDMENTS. MODIFICATIONS, ADDmONS OR DELETIONS* The Bank reserves the right to change, add new terms or otherwise modify the terms and condition of this Agreement at any time and from time to time. Bank will normally give advance notice of any amendment, modification, addition or deletion, (collectively and individually a "change") but Bank is not required to do so except as provided by law or as otherwise provided in this Agreement. A change may include a change to existing terms, a change that involves a new terms and a change that involves conditions not otherwise contemplated by Company or Bank at the time this Agreement is entered. Any change will take effect immediately, unless stated otherwise in any notice Bank provides. AGREEMENT TO PREVAIL. In the event of any conflict between the terms, conditions and provisions of this Agreement and any document attached to this Agreement or referred to in this Agreement, the term, conditions and provisions of this Agreement shall prevail RELATIONSHIP OF PARTIES. It is understood and agreed that nothing contained in this Agreement shall be construed as constituting a partnership, joint venture or agency between Bank and Company. CHOICE OF LAW. This Agreement shall be governed by and be construed in accordance with the internal laws of the State of New York without regard as its conflicts of laws rules. IN ANY ACTION ARISING OUT OF OR CONCERNING THIS AGREEMENT. THE PARTIES MUTUALLY WAIVE TRIAL BY JURY AND CONSENT THAT ANY SUCH ACTION SHALL BE BROUGHT EXCLUSIVELY iN THE STATE OR FEDERAL COURTS SITTING IN SUFFOLK COUNTY, N.Y. IN ANY SUCH ACTION THE BANK SHALL BE ENTITLED TO ITS REASONABLE ATI'ORNEYS FEES. 4 18. AMIBIGUITY, HEADINO$. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Bank by virtue of the fact that such document has originated with Bank as drafter. The parties to this Agreement agree that this Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of the parties hereto. Words used in this Agreement may be used interchangeably in singular or plural form, and any pronoun shall be deemed to cover all genders. Section headings are for convenience only and shall not be used in interpretation of this Agreement. "Herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision; and "section" refers to the entire section and not to any particular subsection, paragraph of other subdivision. Reference to days for performance shall mean calendar days unless Business days are expressly indicated. 19. MISCELLANEOUS. (a) (b) This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof and supercedes all prior discussions, representations, communications and agreements (oral and written) by and among the parties hereto with respect thereto. Neither this Agreement nor any terms hereof shall be waived, modified, supplemented or terminated in any manner whatsoever, except by a written instrument signed by all parties hereto and then only to the extent expressly set forth in such writing. BindinR Effect; Joint and Several Obligations. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors, and assigns, whether by voluntary action of the parties or by operation of law. (c) Duplicate OriRinals; Counterparts. This Agreement may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original. This Agreement (and each duplicate original) also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement even though all signatures do not appear on the same document. (d) Severabilit¥. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deleted and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision had never been contained therein. 20. SURVIVAL. Termination of this Agreement does not relieve either party of any obligations under this Agreement that arises out of or relates to action or inaction prior to termination. Without limiting the foregoing, the provisions of Sections 2, 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20 shall survive termination of this Agreement. this Agreement. THE BRIDGEHAMPTON NATIONAL BANK: By: IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written in coM.A., Title: -~' L,~ U(L¢ CD t~ Lock Box Schedule A The Bank will: Prepare and mail monthly bills (invoices) for each of the Company's customers indicated on the master list, if required. ............L ' -~- ~,~ ~r. ~ ~;'.¥' ~;;' Open the remittance envelops and remove, inspect and sort the contents. Endorse checks contained in such mail and deposit same to the company's account number O on a daily basis. The account may be changed by Company by advanced written notification to the Bank, All other clauses of this agreement will remain in effect, Company hereby appoints the Bank its attorney-in fact to so endorse such checks. Make available to the Company, a standard Lock Box report indicating the items received and deposited. Items which do not represent a remittance Items in which the remittance does not agree with the amount of the accompanying billing. Daily Images of Deposited Items with report of all items deposited and total Deposit to Account. Note: Checks received will be forwarded for collection in accordance with normal banking practice. The processing of checks is subject to the terms and conditions of the deposit agreement between the Company and Bank, as applied to deposits received by the Bank through other channels.