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001-00 - Kitsap Bank - Contract= ACH ORIGINATION AGREEMENT This agreement is made thisl_3th day of September ,2000, by and between: City of Port Orchard ("Company") and Kitsap Bank ("The Financial Institution") The Company has requested that the Financial Institution permit it to initiate electronic signals for paperless entries through the Financial Institution to accounts maintained at the Financial Institution and at other financial institutions, by means of the Automated Clearing House (the *ACH". The Financial Institution has agreed to do so on the terms of the Agreement. Now, therefore, the Company and the Financial Institution agree as follows l. Rules The Company acknowledges receipt of a copy of the operating rules of NACHA (as amended from time to time, the "Rules"). The Company agrees to comply with and be bound by the Rules. The Financial Institution agrees to inform the Company of revisions to the Rules of which the Financial Institution has knowledge. The Company will not make any entries that violate the laws of the United States. 2.Transmission of Entries: Security Procedures The Company will transmit all debit and credit entries to the Financial Institution at the location, on or before the deadlines, described on Attachment I to the Agreement. The Company will conform all entries to the format, content and specifications contained in the Rules, except as provided with the security procedures described in Attachment 2 to the Agreement. The Company authorizes the Financial Institution to transmit all entries received by the Financial Institution from the Company in accordance with the terms of this Agreement and to credit or debit entries to the specified accounts. Financial Institution Oblieations In a timely manner and in accordance with the Rules, the Financial Institution will process, transmit, and settle for the entries received from the Company which comply with the terms of the Agreement, including the security procedures. Warranties The Company warrants to the Financial Institution all warranties the Financial lnstitution is deemed by the Rules to make with respect to entries originated by the Company' Without limiting the foregoing, the Company warrants and agrees that (a) each entry is accurate, is timely, has been authorized by the party whose account will be credited or debited and otherwise complies with the Rules; (b) each debit entry is for a sum which, on the a,J 4 \- v settlement date with respect to it, will be owing to the Company from the party whose account will be debited, is for a sum specified by such party to be paid to the Company, or is a correction of a previously transmitted erroneous credit entry; (c) the Company has complied with all prenotification requirements of the Rules; (d) the Company will comply with the terms of the Electronic Funds Transfer Act if applicable, or Uniform Commercial Code Article 4A. (UCC4A) if applicable and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations. The Company will retain the original or copy of the customer authorization record as required by the rules for a period of not less than two (2) years after termination or revocation of such authorization and will, upon request of Financial Institution, fumish such original or copy to the Financial Institution. The Company shall indemnify the Financial Institution against any loss, liability or expense (including attorneys' fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements. 5. Provisional Credit The Company acknowledges that the Rules make provisional any credit given for any entry until the financial institution crediting the account specified in the entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party. 6. Settlement The Company will maintain an account with the Financial Institution at all times during the term of the Agreement. The Company will maintain in the account as of the applicable transaction date immediately available funds sufficient to cover all credit entries initiated by it. The Company authorizes the Financial Institution to debit its account on the applicable transaction date in the amount of each entry. If needed, Financial Institution will suspense amounts, from the Company account, required to be available at settlement of the transactions. Cancellation or Amendment The Company shall have no right to cancel or amend any entry/file after its receipt by the Financial Institution. However, the Financial Institution shall use reasonable efforts to act on a request by the Company to cancel an entry/file before transmitting it to the ACH or crediting an on-us entry. Any such request shall comply with the security procedures described on Attachment 2 to the Agreement. The Financial Institution shall have no liability if it fails to effect the cancellation. If the Company discovers that any entry it has initiated was in error, it may notiff the Bank of such error and the Bank will utilize its best efforts on behalf of the Company, consistent with the rules, to correct the entry. 7 8. Reiection of Entries J \- \- The Financial Institution shall reject any entry, including an on-us entry, which does not comply with the requirements of Section 1 of this Agreement and may reject any entry if the Company is not otherwise in compliance with the terms of the Agreement. The Financial Institution shall notiff the Company by telephone of such rejection no later than the business day such entry would otherwise have been transmitted by the Financial Institution to the ACH or, in the case of an on-us entry, its effective entry date. The Financial Institution shall have no liability to the Company by reason of the rejection of any entry or the fact that such notice is not given at an earlier time than that provided for herein. The Financial Institution shall retain the right to reject any on-us transaction for any valid reason such as but not limited to insufficient funds or revoked authorization. 9. Notice of Returned Entries The Financial Institution shall notifu the Company by telephone or fax of the receipt of a returned entry from the ACH no later than one business day after the business day of such receipt. The Financial Institution shall have no obligation to retransmit a returned entry if the Financial Institution complied with the terms of this Agreement with respect to the original entry. If a customer of the Company returns any transaction, then it is the Company's responsibility to collect any funds that are owed. The Financial lnstitution has no obligation to originate a transaction where authorization has been revoked. 10. Reversals The Company may initiate a reversing entry or file of entries as permitted by the Rules. I l. Periodic Statement The periodic statement issued by the Financial Institution for the Company's account will reflect entries credited and debited to the Company's account. The Company agrees to notify the Financial Institution within a reasonable time not to exceed thirty (30) days after the Company receives a periodic statement of any discrepancy between the Company's records and the information in the period statement. Fees The Company agrees to pay the Financial Institution for services provided under the Agreement in accordance with the schedule of charges attached to this Agreement as Attachmenry'Jn" Financial Institution may change its fees from time to time upon notice to the Compdty. \,/ t2 Liability (a) The Financial Institution shall be responsible only for performing the services expressly provided for in the Agreement and shall be liable only for its negligence in performing those services. The Financial Institution shall not be responsible for the Company's acts or l3 omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from the Company) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed the Financial Institution's agent. The Company agrees to indemniff the Financial Institution against any loss, liability or expense (including attorneys' fees and expenses) resulting from or arising out of any claim of any person that the Financial Institution is responsible for any act or omission of the Company or any other person described in this Section l3(a). (b) In no event shall the Financial Institution be liable for any consequential, special, punitive or indirect loss or damage which the Company may incur or suffer in connection with Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from the Financial Institution's acts or omissions pursuant to this Agreement. (c) Without limiting the generality of the foregoing provisions, the Financial Institution shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, intemrption of transmission or communication facilities, equipment failure, wil, emergency conditions or other circumstances beyond the Financial Institution's control. In addition, the Financial Institution shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in the Financial Institution's having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in the financial Institution's otherwise violating 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. (d) Subject to the foregoing limitations, the Financial Institution's liability for loss shall be limited to general monetary damages not to exceed the total amount paid by the Company for the affected ACH service, as performed by the Financial Institution under this agreement for the preceding 30 calendar days. In no event shall the Financial Institution be liable for any consequential, special, primitive or indirect loss or damage which Company may incur or suffer in connection with Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from the Bank's acts or omissions pursuant to this Agreement. 14. Inconsistency of Name and Account Number The Company acknowledges that, if any entry describes the receiver inconsistently by name and account number, payment of the entry may be made on the basis of the account number even if it identifies a person different from the ruIme receiver. v \- v \-' 15. Data Retention The Company shall retain data on file adequate to permit remaking of entries for five (5) business days following the date of their transmittal to the Financial Institution as provided herein and shall provide such date to the Financial Institution upon its request. 16. Termination The Financial Institution may amend the terms of the Agreement from time to time by notice to the Company. Either party may terminate this Agreement upon ten (10) days written notice to the other. The Financial Institution shall have no obligation to transmit entries if the Company is in default of its obligation under this Agreement, including the obligation to pay the Financial Institution for each credit entry. The Financial Institution shall be entitled to rely on any written notice believed by it in good faith to be signed by one of the Authorized Representatives whose names and signatures are set forth on Attachment 4 to the Agreement. 17 . Entire Agreement This Agreement (including the Schedules attached hereto), together with the Account Agreement, is the complete and exclusive statement of the agreement between the Financial Institution and the Company with respect to the subject matter hereof and supersedes any prior agreement(s) between the Financial lnstitution and the Company with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the Account Agreement, the terms of this Agreement shall govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation, or govemment policy to which the Financial Institution is subject and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Financial Institution shall incur no liability to the Company as a result of such violation or amendment. 18. Non-Assignment The company may not assign the Agreement or any of the rights or duties thereunder to any person without the Financial Institution's prior written consent. 19. Binding Agreement Benefit 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 the Financial Institution or the Company thereunder. \-/\-. 20. Headings Headings are used for reference purposes only and shall not be deemed a part of this Agreement. 21 . Governing Law This Agreement shall be construed in accordance with and governed by the laws of the State of Washington and the NACHA rules. CITY OF PORT WASHINGTON By: Name: Lesl Weatheri Title. Mayor KITSAP BANK Name: Senior Vice President &, Cashier By Title: \/ ATTACHMENT 1 Security Procedures The Financial Institution shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by the Authorized Representative, and any such communication shall be deemed to have been signed by such person. Personal Computer File Transmission The Company's Authorized Representative will access the ACH system by utilizing the preilranged log on procedures, remote ID and file ID. The Company's Authorized representative will provide the Financial Institution with verification of the totals contained in the transmission by sending a facsimile transmission to the Financial Institution's Contact, currently the Accounting Department. In the event that the Company or the Authorized Representative is unable to fax the information, the Company's Authorized Representative will telephone the Financial Institution's Contact (360-876-7819) with the verification and also mail the information as backup on the same day transmitted. The Financial Institution will anticipate the receipt of an ACH transmission from the Company on each scheduled processing date identified by the Company in writing and agreed to by the Financial Institution. The Company's Authorized Representative will notify the Financial Institution if a transmission will not take place on the prezuranged scheduled processing date. The Company is responsible for ensuring that the Financial Institution receives the transmission on each processing date indicated in the processing schedule. The Financial Institution will verify that the file totals agree with the company information given by fax or phone. In the event of a discrepancy in the totals, the Financial Institution will call the specified Company Authorized Representative designated by an authorized signatory of the Company. If an Authorized Representative is not available for notification, then the file will not be processed until the Company's Authorized Representative can be contacted on the next business day. The Company is solely responsible for the accurate creation, modification, and deletion of the account information maintained on the Company's computers and used for money transfer. The Company agrees to comply with written procedures provided by the Financial Institution for the creation, maintenance, and initiation of money transfers. The Company is solely responsible for access by its employees of the files maintained on the Company's computer. \-, \/\.- The Company is responsible for operator security procedures on the computer licensed for use of the Bank's Program. \., ATTACHMENT 2 ACH AUTHORIZED SIGNATURE FORM Date Seotember 13,2000 Sending Entity Name City of Port Orchard Company ID#9r-600L487 The two signatures below are the signatures of employees vested by our Board of Directors with full authority to sign transmittal registers used in conjunction with the deposit of ACH files. Authorized Mayor Title NAME SIGNATURE \I 1' Monir:a K- Haars lad /fVua 2' D=mal= M emilh e7 a) 4. 5 6. 7 \7 \/\- ATTACHMENT 3 KITSAP BANK ACH Transmittal Register Immediate Company Number Immediate Destination Routing (ABA) Number 12s102906 Immediate Company Name Company Application Company Payroll Immediate Destination Name Bank -- Total Debits-- No. Amount -- Total Credits-- No. Amount --File Counts-- Totals Authorized Signature Processing Date Settlement Date Time & Date Received \/ ATTACHMENT 4 PROCESSING SCHEDULE (for Corporate Originators) \- Delivery Method Deadline Day of Delivery Consumer Debit Transactions Transmission l0:00 a.m.Two Business Prior To Effective Date Cons umer Credit Transoctions Transmission l0:00 a.m.Two Business Prior to Effective Date \7 \- ATTACHMENIT 5 Fee schedule Softrvare Licensing Fee/Start-uP S None Additional Softrvare Training (if needed)S None Monthly Maintenance S None Per Transmission or File s 10.00 Per Transaction Originated s .09 Return ltemsNotification of Change s 3.00 The Fee's listed above will not be directly charged to the account. They will be processed though account analysis and offset by the eamings credit. v \r ATTACHMENT 6 2OOO FEDERAL RESERVE BANK HOLIDAY SCHEDULE DATE HOLIDAY Martin Luther King Jr.'s BirthdayMond dy, January 17, 2000 Mond?y, February 21 ,2000 Mondzy,May 29,2000 Tuesddy, July 4,2000 Mond zy, September 4, 2000 Monddy, October 9,2000 Thurs day, November 23,2000 Mond zy, December 25, 2000 Presidents Day Memorial Day Independence Day Labor Day Columbus Day Thanksgiving Day Christmas Day