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BUSINESS DEPOSITORS CONTRACT
“Bank”, “we”, “us”, and
“Bank” means all refer to Fairfield County Bank and Ridgefield Bank,
a division of Fairfield County Bank.
“Depositor,” “you” or “your” refers to the Depositor listed on the
signature card for an account.
I. GENERAL PROVISIONS
1. AGREEMENT. By signing the
signature card and/or depositing funds to an account, Depositor
agrees to the rules in this agreement for that account. Depositor
also agrees that Bank and Depositor have all rights given by law.
Unless Depositor is a sole proprietorship, Depositor agrees that a
certified deposit account resolution listing authorized signatories
to the account has been delivered to the Bank at the time the
account was opened.
2. DEPOSITS. An unsigned endorsement “for deposit” or
words of similar intent shall be sufficient authority for Bank to
accept items for deposit to an account of Depositor if Depositor is
the payee of the item. Bank may decline to accept certain items,
(e.g. foreign checks) for deposit, but Bank may, in its discretion,
attempt to collect such items, and will deposit amounts collected in
Depositor’s account. In receiving items for deposit or collection,
bank assumes no responsibility beyond exercise of ordinary care.
Bank may waive presentment, notice of dishonor and protest as to all
items received for deposit and may supply the endorsement “for
deposit”.
All items are credited subject to final payment in cash or solvent
credits and may not be drawn against by Depositor unless available
for withdrawal as set forth in the
Check Clearing Policies. Bank may
charge back any item, whether drawn on this or any other bank, and
any funds transfer through an Automated Clearing House, at any time
before final payment. We also reserve the right to charge back any
item deposited to your account or cashed by you which was initially
paid by the payor bank and which is later returned to us
due to an allegedly forged. unauthorized missing endorsement, claim
of alteration, encoding error or other problem which in our judgment
justifies reversal of credit.
Bank will not be liable for default or negligence of its duly
selected correspondents nor for losses in transit and each
correspondent so selected shall not be liable except for its own
negligence.
A
substitute check deposited to Customer's account shall
have the legal equivalence of the original check.
3. CHARGES.
Charges for maintenance and service of an account,
whether active or dormant, may be deducted from the account in
accordance with Bank’s Schedule of Charges applicable from time to
time. Bank shall not be liable for dishonoring items when the
deduction of such charges results in there being insufficient funds
in the Depositor’s account to honor such items.
4. INSUFFICIENT FUNDS. Bank may refuse payment of, and return
unpaid to the presenting party, any and all items drawn by the
Depositor on the account and presented to Bank on any banking day,
when at the opening of business on that day there is not a
sufficient balance of available funds in the account to pay the
total amount of such items.
5. TERMINATE. Bank reserves the right to terminate the account
without notice to the Depositor at anytime. Bank will endeavor,
however, to give Depositor as much notice as is reasonably feasible
under the circumstances.
6. STOP PAYMENT. Any authorized signatory on an account may
request a stop payment order on any item drawn on your account.
The stop payment will be effective if we receive the order
within a reasonable time for us to act upon the order and you state
the number of the account, number of the item and its exact amount.
You understand that the exact information is necessary for the
Bank's computer to identify the item. If you give us
incorrect or incomplete information, we will not be responsible for
failing to stop payment on the item. To be binding, a written
order must be dated, signed, and describe the account and item
number, as well as the exact amount of the item. If we recredit your
account after paying the item over a valid and timely stop payment
order. you agree to sign a statement describing the dispute with the
payee, to transfer to us all your rights against the payee or other
holders of the item and to assist us in any legal action
7. LEGAL PROCESS. Should Bank receive any process, summons,
order, injunction, execution, distraint, levy, lien or notice
(hereafter called “process”),
which in Bank’s opinion affects an account, Bank may, at its
option and without liability, refuse to honor orders to pay or
requests to withdraw sums from such account and may either hold the
balance herein until the process is disposed of to Bank’s
satisfaction, or pay the balance over to the source of the process.
Bank may also place a hold on funds in Depositor’s account if Bank
reasonably believes it may sustain a loss if it does not impose a
hold pending the resolution of any dispute, claim or investigation
concerning Depositor’s account. A hold means no withdrawals will be
permitted from the account and no checks will be paid out of the
funds subject to the hold.
8. RIGHT OF SET- OFF. Bank may, to the extent permitted by law,
apply all or any part of the funds in an account of Depositor to the
payment of any debt owed by the Depositor to Bank and Bank shall not
be liable for dishonoring items when the exercise of this right of
set-off results in there being insufficient funds in the Depositor’s
account to honor such items.
9. PAYMENT OF CHECKS. Bank will pay checks drawn on Depositor’s
account and other charges (such as ATM withdrawals, bank fees, and
preauthorized transfers) that are presented for payment on a banking
day in any order. If there are not available funds in the account to
pay all of the checks and other charges against the account (such as
ATM withdrawals, bank fees, and preauthorized transfers) presented
on a banking day, you agree to pay any insufficient or uncollected
check/ACH fees or check fees that result based on our payment
of charges in any order we decide.
10. RECEIPT OF WIRE TRANSFERS. Bank, in its discretion, may
accept wire transfers of funds to Depositor’s account, but is not
obligated to do so. If Bank accepts a wire transfer of funds to
Depositor’s account, Bank is not required to notify Depositor of
such acceptance. Bank may in its discretion send notice of the wire
transfer to Depositor by first class mail to Depositor’s address as
it appears on Bank’s records.
11. AUTHORIZED SIGNATURES: For purposes of withdrawal and other
account matters, Bank can honor any check, draft or order signed in
accordance with the signature card or the deposit account resolution
authorizing the establishment of an account, including such as may
be drawn to the order of the person signing the same. Bank has no
obligation of inquiry as to the circumstances of the issuance or
use, application or distribution of any instrument or the proceeds
thereof.
Bank may pay all checks, draft and orders bearing or purporting to
bear the facsimile signature of the person or persons required to
sign the same when such signatures resemble a facsimile specimen
designated by Depositor, regardless of by whom or by what means the
actual or purported facsimile signature(s) may have been
affixed to such checks, drafts or orders.
Until revocation in writing is received by Bank, Bank shall be
entitled to presume that the signatories listed on the signature
card or in the deposit account resolution authorizing the
establishment of an account, remain authorized to sign checks,
drafts, and other orders for the payment of money.
13. IDENTIFICATION: Bank
can require proper identification for any withdrawal from the
account.
14. AMENDMENTS: Bank reserves the right to amend this agreement
at any time.
15. TAX IDENTIFICATION NUMBER REQUIRED. If Depositor refuses to
give Bank a correct taxpayer identification number for the account,
Bank can decline to open the account, If the number Depositor
provides is incorrect, Bank can take from the account any charges of
the Internal Revenue Service (“IRS”) which result from this error,
as allowed by law. Bank may also be required by federal law to
withhold part of any interest earned and pay it to the IRS. If this
occurs, Bank will report the amount withheld to Depositor and the
IRS.
16. STATEMENTS. Unless Depositor notifies Bank of a change of
address in writing, Bank may continue to mail statements to
Depositor’s address as it appears on Bank’s records. At the end of
the statement period applicable to accounts for which periodic
statements are provided, Bank will send Depositor a statement of the
account. Depositor has (30) days from the time Bank mails the
statement to notify Bank of any forgeries or errors. If Depositor
does not so notify Bank, Bank will presume its records are correct.
17. FORMS.
(a) Bank can require Depositor to use Bank’s forms for making
deposits, withdrawals and any other account matters.
(b) Bank can require that Depositor use only checks Bank has
approved for account use. The only checks Bank has given prior
approval to are the ones offered to Depositor by Bank’s approved
vendor. If Depositor uses a check Bank has not approved, Bank may
refuse to pay the check and charge Depositor a fee.
18. COLLECTION CHARGES. Bank reserves the right to charge
Depositor for Bank’s costs of collection, including reasonable
attorney’s fees in connection with obtaining reimbursement for
overdrafts, checks deposited to Depositor’s account which Bank
cannot collect, as well as accounting errors in Depositor’s favor.
19. ENFORCEMENT OF OUR RIGHTS. Bank can choose not to enforce or
to delay in enforcing any rights under this agreement without losing
them in the future.
20. POSTDATED CHECKS. Bank has the right to charge against
Depositor’s account any payment made on a postdated check before the
date on the check, unless depositor has given Bank notice of the
postdated check. Unless such notice describes the check with
reasonable certainty, or if Bank does not have a reasonable
opportunity to act on the notice, Bank will not be liable for
payment of the check before the date on the check or if such payment
causes other checks to be returned for insufficient funds. A notice
of a postdated check will never be good beyond the date on the
check. An oral notice of a postdated check is good for no longer
than 14 days unless we receive written confirmation from you
within that time. A written notice of a postdated check is
good for no longer than 180 days, but you may renew it by a written
notice we receive before it expires.
21. ENDORSEMENTS. Depositor agrees that all endorsements on the
reverse side of any check deposited to its account will be in the
area designated for endorsements and will be made in black ink.
Depositor agrees that it will be liable for any losses that Bank
suffers due to Depositor's failure, or the failure of any endorser
of a check that is deposited to Depositor’s account, to comply with
these requirements.
22. NON-TRANSFERABLE. Depositor may not transfer a deposit
account to anyone else except by transfer with our consent and
reflected in our records and may not pledge a deposit account as
collateral for a loan except with our consent.
23. ARBITRATION. If either Bank or Depositor has a dispute or
claim concerning the Account, which after a good faith effort to
negotiate a resolution by Bank and Depositor remains unresolved,
either Bank or Depositor may provide notice to the other, as
provided under the Commercial Financial Dispute Arbitration rules
(the “Rules”) of the American Arbitration Association (“AAA”), that
the dispute will be decided by binding arbitration pursuant to the
Rules and Article 9 of the United State Code. Arbitration hearings
will be held in Hartford or where mutually agreed by Bank and
Depositor. One or more arbitrator(s) will be appointed by the AAA
pursuant to the Rules, and will be an attorney or attorneys with
experience or knowledge in banking transactions. The
arbitrator(s) may grant any remedy or relief that the arbitrator(s)
deems just and equitable and within the scope of this
Agreement and shall award arbitration fees and expenses to the
prevailing party, and a judgment may be entered upon the award by
any court of competent jurisdiction. Bank and Depositor are
voluntarily and knowingly giving up rights to resolve certain claims
in court and have a judge or jury decide the case and you are also
giving up rights to use a class action in court or in arbitration.
II. PROVISIONS RELATING TO SPECIFIC TYPES OF ACCOUNTS
1. PASSBOOK SAVINGS ACCOUNT.
Bank records transactions for this account in the account passbook
or on separate documents. To make a withdrawal, you must present the
passbook. Preauthorized or telephone transfers are not permitted
from this account. Bank’s record of the transactions to this account
is the official record of the account. If there is a discrepancy
between Bank’s records and the passbook, Bank’s records will be
considered correct.
2. STATEMENT SAVINGS ACCOUNT. Bank will send Depositor a monthly
statement for the account. If Depositor also maintains a checking
account with Bank, Bank may send Depositor a monthly combined
statement. To withdraw funds from a statement savings account,
Depositor must present a signed withdrawal slip in person or
by mail, or if applicable, may withdraw funds through an automatic
teller machine. No more than six (6) preauthorized, telephone, or
computer transfers are allowed from this account per statement
period, none of which may be by check, draft, debit card (POS) or
similar order payable to third parties.
Pre-authorized or automatic transfers made to pay loans Depositor
has with Bank are not counted as part of the six transfers we can
permit Depositor to make.
Depositor can make any number of withdrawals or transfers to another
account Depositor maintains with Bank if made in person or by mail
or, if applicable through an automated teller machine.
If Depositor exceeds these limits on more than an occasional basis,
Bank may be required to close the account, take away the account’s
transfer or draft capacities, or convert the account to a Checking
Account.
3. MONEY MARKET ACCOUNTS. A Money Market Statement Account is a
savings account from which Bank may allow Depositor to make no more
than six pre-authorized or automatic transfers per statement period,
no more than three of which six transfers may be made by check,
draft, or similar order made by you and payable to third
parties. Debit card (Point-of-Sale) transactions are not permitted
from this account.
Pre-authorized or automatic transfers made to pay
loans Depositor has with Bank are not counted as part of the six
transfers we can permit Depositor to make.
Depositor can make any
number of withdrawals or transfers to another account Depositor
maintains with Bank if made in person or by mail or, if applicable,
through an automated teller machine.
If Depositor exceeds these
limits on more than an occasional basis, Bank may be required
to close the account. take away the account’s transfer or draft
capacities, or convert the account to a Checking Account.
4. SAVINGS CERTIFICATES OF DEPOSIT.
(a) The Term. A Savings Certificate is a type of deposit
which requires you to leave money in the account for a certain
period of time (called the “term”). Savings Certificates are subject
to substantial penalties for early withdrawal. These penalties are
described in the section below, entitled “PENALTY FOR EARLY
WITHDRAWAL OF SAVINGS CERTIFICATES.” When a Savings Certificate is
established, Depositor may select any term that we currently
offer.
(b) Later Deposits. Later deposits to Savings Certificates
are not permitted.
(c) Notice of Maturity. Bank will send a notice of maturity
for all Savings Certificates to Depositor’s address on Bank’s
records as required by law.
(d) Automatic Renewals of Savings Certificates. Except for an
Interest at Maturity Savings Certificate, if Depositor does not
withdraw the funds from the Savings Certificate within the “grace
period” of 10 calendar days after maturity (1 calendar day for a 31
day Savings Certificate), the Savings Certificate will be
automatically renewed as of the maturity date for a similar term at
the rate of interest we are then offering on Savings Certificates of
that maturity.
If Depositor elects against automatic renewal of a Savings
Certificate, Depositor must give Bank instructions. Depositor must
direct Bank (1) to renew the Savings Certificate for a term which
Depositor specifies and which Bank allows, (2) to deposit the funds
in another account you maintain with us, or (3) to mail you a check.
Bank must get your instructions within the grace period. When
properly renewed, your new Savings Certificate will begin on the
maturity date. If the account is closed during the grace period we
do not pay interest from the maturity date until the date of
withdrawal. If you elect against automatic renewal but you do not
give us proper instructions within the grace period, the funds in
the account will be left on deposit and will not earn
interest until we receive proper directions from you. If, at the
time of maturity Bank no longer offers a type of Savings Certificate
which is similar to your Savings Certificate, and you do not
instruct us otherwise, the funds in the account will be left on
deposit and will not earn interest until we receive proper
directions from you. If Depositor renews a Savings Certificate or a
Savings Certificate is automatically renewed, all interest which is
on deposit at the time of renewal will become principal of the
renewed Savings Certificate.
(e) Interest at Maturity Savings Certificates. At maturity
Bank will, on Depositor’s instructions, deposit funds into a CD
which we offer at that time, deposit the funds in another account
you maintain with us, or mail you a check.
If you do not give us instructions, the funds will be left on
deposit and will earn no interest after maturity.
(f) Penalty For Early Withdrawal of Savings Certificates.
If depositor is a natural person operating as a sole proprietor or
partnership, we will allow withdrawal from Depositor’s Savings
Certificate before maturity without penalty in the following events:
(1) a court’s declaration of Depositor’s mental incompetence, and
(2) Depositor’s death.
In all other cases Depositor cannot withdraw all or any part of the
deposit without the Bank’s consent. We can only give our consent at
the time you ask to make a withdrawal. If we consent to a
withdrawal, there is a penalty on the amount that you withdraw. If a
Savings Certificate has a term of 30 to 91 days, the penalty will
equal the amount of interest that would have been earned on the
account to the date of maturity. If a Savings Certificate has a term
of six months to twelve months, the penalty will equal six months’
interest. If the Savings Certificate has a term of more than
twelve months, the penalty will equal twelve months’ interest. There
is a minimum penalty of 7 days interest on a withdrawal from
any CD within 7 days of deposit of the funds withdrawn. We may take
all or part of the penalty from the original deposit, if necessary.
5. BUSINESS CHECKING ACCOUNT. A Business Checking Account is a
demand deposit account. That means Bank reserves no right to require
notice before withdrawal and permit unlimited numbers of transfers
to third parties by check. Bank will pay no interest on a checking
account.
6. SWEEP ACCOUNT. Your Checking Account consists of two
subaccounts; a checking subaccount and a money market subaccount. We
make transfers between the two subaccounts for internal accounting
purposes, but this does not affect your balance or the interest you
earn. If your Checking account is an interest bearing account,
interest is paid on the collected balance in both the checking
subaccount and money market subaccount. One blended annual
percentage yield earned is disclosed on the account’s monthly
statement.
The transfers between the subaccounts take place as follows:
(1) At the end of each day, the balance in the checking subaccount
that exceeds a certain threshold balance is transferred to the money
market subaccount.
(2) Then, each day, all checks, debits, and withdrawals are
presented against the checking subaccount for payment.
(3) Each day, sufficient funds are transferred back to the checking
subaccount from the money market subaccount to pay the charges
presented for payment that day.
(4) Because transfers from the money market subaccount are limited
by law to six (6) transfers during a monthly statement cycle, this
process occurs no more than six times each statement cycle. In the
sixth transfer to the checking subaccount, all of the funds in the
money market subaccount are transferred. Then, no more transfers are
made until the next statement cycle, when the process begins again.
7. NOW ACCOUNT. A NOW Account is a savings account upon which
you can draw checks. The rules for savings accounts also apply to a
NOW Account. A NOW Account may be owned only by individuals for
business or personal use or by certain governmental and non-profit
organizations.
8. IOLTA AND IORETA ACCOUNTS. An “IOLTA” (Lawyer’s Trust
Account) is an interest bearing savings account on which Depositor
can draw checks, established pursuant to Section 51-81c of the
Connecticut General Statutes or the successor thereto. All interest
earned may be paid to an entity designated under rules adopted by
the Connecticut Superior Court. An “IORETA” (Interest on Real Estate
Trusts Account) is an interest bearing savings account on which
Depositor can draw checks, established pursuant to Section 8-265f of
the Connecticut General Statutes or the successor thereto. All
interest earned on an IORETA account is paid to the Connecticut
Housing Finance Authority.
9. RESTRICTIONS ON WITHDRAWALS. Bank has the right to require
that Depositor give us at least 7 days’ written notice to withdraw
funds from a Savings Account and Money Market Account. Bank would
expect, except in unforeseen circumstances, to give advance notice
of our intent to impose this requirement. We are prohibited by law
from imposing the notice requirement on any depositor with this type
of account unless the notice is required of all depositors with this
type of account. Bank can require that you make with-drawals
which are made in person only at the office where you opened the
account.
III. WIRE TRANSFERS
1. WIRE TRANSFER AGREEMENT.
If Depositor wishes to send a wire transfer, Depositor shall enter
into a Wire Transfer Agreement with Bank. If Depositor knows
that Depositor expects to send or receive one or more wire
transfers, Depositor shall notify the Wire Transfer Department of
Bank and shall enter into a Wire Transfer Agreement with Bank. To
the extent of any inconsistency between this Business Depositor’s
Contract and such Wire Transfer Agreement, the provisions of the
Wire Transfer Agreement will govern, Even if the Depositor has
entered into a Wire Transfer Agreement with Bank, Bank is not
obligated to accept a payment order to send a wire transfer or to
accept a wire transfer on behalf of a beneficiary except as required
by law.
2. SECURITY PROCEDURE. If in its discretion Bank sends a wire
transfer at the request of Depositor and Depositor has not entered
into a Wire Transfer Agreement with Bank, Depositor and Bank agree
that Bank will authenticate the payment order by calling back a
second person at Depositor’s business and will be entitled to rely
on this procedure as the security procedure for authenticating the
payment order.
3. ACH TRANSFERS. If the Depositor receives a credit from a
third party into an account by means of an automated clearing house
(“ACH”), any deposit or payment order via the ACH made to the
Depositor’s account(s) will be provisional and subject to
refund until final settlement through a Federal Reserve Bank occurs
or Bank has received payment as provided in 4A-403(a) of the Uniform
Commercial Code. In such a case, (a) Bank does not have to give
notice to Depositor of receipt of the entry, (b) Depositor agrees
that such entry may be transmitted through one or more ACH’s, (c)
the Depositor agrees to be bound by the rules of such ACH’s, and (d)
the rights and obligations of the Depositor with response to such
entry will be construed in accordance with and governed by the
laws of the State of New York.
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