Exhibit 9(b)
STATE STREET
MONEY TRANSFER SERVICES AGREEMENT
STATE STREET BANK and TRUST COMPANY
X.X. Xxx 000
XXXXXX, XXXXXXXXXXXXX 00000
The undersigned has been duly empowered to take all necessary steps on
behalf of (the "Company") including the execution of this Agreement, to
implement procedures for the transfer of any of the Company's funds on deposit
with State Street Bank and Trust Company (the "Bank") in the manner described
below. The following provisions shall govern such transfers:
1. The Company has listed on Exhibit A those persons who are authorized to
order such transfers ("Authorized Representatives"). Such transfers will be
effected, in accordance with this Agreement, upon the receipt by the Bank of
any telephonic, telegraphic, electronic, data communications, magnetic media,
fax, oral or written instruction other than a check, draft, or similar
negotiable instrument ("Order") from an Authorized Representative. The Order
shall include instructions with respect to any intermediary bank to be used by
the Bank in carrying out the Order. The Bank is authorized to rely on any Order
believed by it in good faith to have been given by an Authorized
Representative, The Bank may electronically record any Orders given by
telephone, and any other telephone discussions with respect to the transfer
services.
2. The Company shall specify in Exhibit A any desired instructions relating
to Orders, including any limitations on the authority of the Authorized
Representatives of accounts to be charged. Failure to specify any limitations
shall mean that there are no such limitations. These instructions may be
amended in writing by the Company from time to time effective upon receipt by
the Bank of a new duly authenticated Exhibit A, provided such notice is
received in a timely manner so as to offer the Bank a reasonable opportunity to
act on such notice.
3. (a) Upon the receipt of any Order, the Bank shall charge the account
designated. The Bank reserves the right to charge any other account of the
Company in the event no account is designated or if designated, such account
contains insufficient collected balances.
(b) The Company agree that the Bank reserves the right to decline to
process or delay in processing any Order (i) which is in excess of the
collected funds balance in the account to be charged as of the time of the
Bank's receipt of the order, or (ii) if initiating such Order, would cause the
Bank, in the Bank's sole judgment, to exceed any volume, aggregate dollar,
network, time, or similar limits upon wire transfers which are applicable to
the Bank, or (iii) if the Bank, in good faith, is unable to satisfy itself that
the transaction has been properly authorized by the applicable Company.
4. (a) In performing the transfer services which are the subject of this
Agreement, the Bank shall exercise reasonable care and shall be liable to the
Company only for losses which are caused directly by the Bank's failure to
exercise such care. In no event shall the Bank be liable for special, indirect
or consequential damages, even if advised of the possibility of such damages
and even for failure to execute an Order. The Bank shall be kept indemnified
and be without liability for any action taken or thing done by it in carrying
out the terms of this Agreement, including reasonable attorneys fees, provided
that the Bank has acted in good faith and has not been guilty of negligence.
(b) In carrying out an Order, the Bank may rely only upon the identifying
number of a credit party even if it identifies a person different from the
credit party. The Company assumes full responsibility for any inconsistency
between name and identifying number in all Orders sent to the Bank. In the
event of any inconsistency between the name and identifying number of a credit
party in an Order, the Company shall be responsible to the Bank for any loss,
liability, expense or damage the Bank may incur, including reasonable
attorneys' fees.
5. In connection with the money transfer services, the Bank shall prepare and
provide to the Company reports of daily activity within the account. Reports
and advices shall be deemed to have been accepted by the Company as correct
unless the Bank is notified in writing by the Company of any errors, omissions
or irregularities within thirty (30) days of the receipt of such reports and
services.
6. The Company agrees to abide by the Bank's security procedures specified in
Exhibit B, and to regard and preserve as confidential all information obtained
with respect to such security procedures. The use of an agreed upon security
procedure shall be conclusive evidence that the Order has been duly authorized
by the Company. The Company is responsible for the accuracy of any confirmatory
reading of a callback of the Order made on the part of the Bank. The Company
will immediately notify the Bank of any termination of employees who have
access to such information.
7. Orders must be received by the Bank in accordance with its applicable
cutoff times established from time to time (Exhibit C). The Bank will use
reasonable efforts to act on all authorized requests to cancel or amend Orders
received, but the Bank cannot guarantee that requests received will become
effective. If the cancellation or amendment request is received subsequent to
the Bank's ability to alter the Order, a request to cancel or amend the Order
will be forwarded to the next party. Cancellation or amendment of the Order
will become effective upon agreement of the next party in the chain of the
transaction.
8. Either party may terminate this Agreement by giving written notice by
regular mail to the other party, such notice not affecting rights and duties
accrued prior to such time.
9. The Bank shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include but not be
limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication line
failures, power failures, earthquakes or other disasters.
10. This Agreement and all documents relating thereto including, without
limitation, confirmations and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic or other
microfilm, optical disk, micro-card, miniature photographic or other similar
process. The parties agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
11. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, applicable Federal laws and regulations, and funds transfer
system rules.
EACH OF THE FUNDS LISTED ON SCHEDULE A
By:
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Title:
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By:
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Title:
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STATE STREET BANK AND TRUST COMPANY
By:
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Title:
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Date:
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Effective Date:
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MONEY TRANSFER SERVICES AGREEMENT
WIRE TRANSFER INSTRUCTION - DELIVERY ALTERNATIVES
CUSTOMER SELECTION FORM
Please select one or more of the wire transfer instruction delivery
alternatives and associated Security Procedures indicated below. An
explanation of each security procedure is outlined in Exhibit B.
DELIVERY ALTERNATIVES
The alternatives for delivering funds transfer instructions are listed
below. Please note that instructions received via phone, facsimile, or mail
require clients to select a telephone call back procedure.
________ Funds Transfer System (FTS) - a proprietary State
Street Bank micorcomputer based wire transfer system that
enables a customer to electronically transmit authenticated
repetitive and random FedWire, CHIPS or internal bank transfer
instructions to the Bank.
________ Phone, Facsimile Transmission or Mail with telephone callback.
________ Pre-established authorized transfers with telephone callback.
EXHIBIT A
AUTHORIZED REPRESENTATIVE LIST
CUSTOMER NAME: ___________
ACCOUNT NUMBER(S):
ADDRESS: _____________
__________
_____________
DOLLAR ALL REPETITIVE
LIMITS TRANSFERS TRANSFERS
AUTHORIZED REPRESENTATIVES ( ) ONLY ( )
____________________________________________________
_____________
APPROVAL (FOR STATE STREET BANK USE ONLY) DATE
Please type all documentation.
EXHIBIT B
MONEY TRANSFER SERVICES AGREEMENT
DELIVERY METHODS AND SECURITY PROCEDURES
DESCRIPTIONS
The following is a list of wire transfer instruction delivery methods and
related security alternatives. State Street Bank (Bank) prefers to receive wire
transfer instructions via transmission over secured networks.
FUNDS TRANSFER SYSTEM
Funds Transfer System (FTS) is a proprietary microcomputer based wire transfer
system. FTS enables customers to electronically transmit authenticated
repetitive and random Fedwire, CHIPS or internal book transfer instructions to
the Bank. The authentication process occurs when a transaction is transmitted
to the Bank. This product also features a number of security features resident
on the microcomputer program. These include:
. assignment of unique user identification code and password for
product access
. segregation of input and verify functions by user
. establishment of dollar limits for payment files
. bank monitoring of files above established dollar limits
. availability of transaction audit and status reports
. data residing on the microcomputer is encrypted.
FTS is the most secure method of wire transfer instruction origination available
from State Street Bank. Current cut-off time is 4:15 PM EST/EDT.
TELEPHONE, FACSIMILE TRANSMISSION OR MAIL WITH TELEPHONE CALLBACK
Customers may initiate wire transfer requests through their authorized
representative(s), as noted on Exhibit A of this agreement, by telephone,
facsimile transmission or mail. The authenticity of such request will be
verified by a telephone callback to another authorized representative, as noted
on Exhibit A of this agreement. Current cut-off time for non-repetitive
transfers is 2:30 PM EST/ETD and for repetitive transfers is 3:30 PM EST/EDT.
PRE-ESTABLISHED AUTHORIZED TRANSFERS
Pre-established transfers are repetitive wire transfers which are
originated by a client with a certain degree of frequency (at least once a
quarter) and with no change from transfer to transfer in the debit DDA account
at State Street Bank, the destination institution, and the beneficiary account
name and number at the destination institution. Only value date and currency
amount vary from instruction to instruction. The currency amount is allowed to
change, but should be limited by a defined "not to exceed" amount which is set
at the time the pre-established transfer is requested.
Note: For customers selecting pre-established authorized transfers, until the
pre-authorized transfers are set up, initially transfer instructions will be
initiated by telephone, facsimile transmission or mail with telephone callback
as security procedure.
EXHIBIT B
SECURITY PROCEDURES
TELEPHONE CALL BACK
AUTHORIZED REPRESENTATIVE LIST
The authenticity of the caller for all phone transfers will be verified using
a list of authorized individuals provided by the customer in Exhibit A.
VERIFICATION
I. All voice initiated, repetitive, non-repetitive and/or third party
transfers will be verified by a telephone call back procedure by State
Street Bank. All instructions received via mail or facsimile transfer will
also be verified by a telephone call back procedure by State Street Bank.
II. Call xxxx verification for repetitive, non-repetitive and/or third
party wires will be accomplished by a State Street Bank employee other than
the individual who received the original request.
III. The call back will be placed to the switchboard telephone number at
the customer location, or a direct line that has been previously
authorized, in writing.
IV. The State Street employee verifying the transfer will ask to speak
with an authorized customer employee other than the one who placed the
initial call to State Street.
V. The State Street employee will read back all information contained in
the transfer so that the customer can identify the message being verified.
VI. The State Street employee will release the message for processing once
the customer has verbally approved the callback verification.
VII. Transfers which are incorrect will be canceled or repaired and will
result in a second callback for verification.
ONE TIME PAD (OR RANDOM DAILY TEST KEY)
A ONE TIME PAD IS A RANDOMLY GENERATED NUMBER UNIQUE TO EACH PAYMENT
INSTRUCTION. ITS NAME DERIVES FROM THE FACT THAT IT IS COMMONLY IMPLEMENTED BY
ISSUING A "PAD" OF NUMBERS TO EACH USER, WITH EACH PAGE OF THE PAD CONTAINING A
SET OF RANDOM NUMBERS. THE RANDOM NUMBERS, IN SEQUENCE, ARE APPLIED TO THE WIRE
TRANSFER INSTRUCTION(S). THE AUTHENTICITY OF THE INSTRUCTION IS VERIFIED BY THE
BANK THROUGH COMPARISON OF THE RANDOM NUMBER AGAINST THE PAD MAINTAINED BY THE
BANK. PAYMENT WILL NOT BE MADE AGAINST INSTRUCTIONS FAILING THIS TEST.
