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HomeMy WebLinkAboutResolution - 3123 - Agreement - American State Bank - Automated Clearing House Services - 06/08/1989DGV:js DPcnl IITTnhi Resolution #3123 June 8, 1989 Item #34 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an ACH Origina- tion Agreement entered into by and between the City of Lubbock, Texas and American State Bank of Lubbock, Texas, for electronic debit and credit transactions, a copy of which Agreement is attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 8th day of Boyd, City Secret APPROVED AS TO CONTENT: Robert Massengale, A sistant City Manager for Financial Services APPROVED AS TO FORM: DoWald G. Vandiver, First Assistant City Attorney June e +. B. C. McMINN, MAYOR . 1989. DGV:js THE STATE OF TEXAS COUNTY OF LUBBOCK ACH ORIGINATION AGREEMENT 0 N Resolution #3128 THIS AGREEMENT is entered into by and between AMERICAN STATE BANK, Lubbock, Texas, a state banking association (hereinafter re- ferred to as "Bank") and THE CITY OF LUBBOCK, a Home Rule Municipal Corporation, chartered under the laws of the State of Texas, with its domicile in Lubbock County, Texas (hereinafter referred to as "City"). WHEREAS, Bank is a Participating Bank in the National Auto- mated Clearing House Association ("NACHA") and the Southwestern Au- tomated Clearing House Association ("SWACHA); and WHEREAS, City wishes to make use of certain transfer facili- ties that Bank is able to offer as a Participating Bank for the purpose of initiating credit and debit entries pursuant to the terms of this Agreement and the rules of NACHA ("Rules") as pre- sently in effect and amended from time to time, it being understood that the operating Rules of NACHA constitute the operating Rules of SWACHA as expressly modified; and WHEREAS, Bank is willing to act as an Originating Depository Financial Institution ("ODFI") with respect to credit and debit entries initiated by City that comply with the Rules and this Agreement; NOW THEREFORE: Bank and City hereby enter into the following Agreement con- sisting of the following definitions, presentations, covenants, warranties and conditions, which definitions, representations, covenants, warranties and conditions shall be in addition to and not in lieu of the representations, covenants and warranties made by City under the Rules and the definitions and conditions thereun- der, unless the latter are expressly negated or amended between the parties hereto by the express terms of this Agreement: 1. Rules. City acknowledges receipt of a copy of the Rules and agrees to comply with and be subject to the Rules which are now in effect and as the same may from time to time be amended. Without limiting the generality of the foregoing, City represents and covenants that it shall take all prelimi- nary steps as outlined in the sections(s) of the Rules per- taining to Originating Companies, and any amendments of such section(s), prior to initiating Entries, as hereafter defined, with Bank. 2. Authorization Agreement. City shall execute an Au- thorization Agreement with all employees to whose accounts direct deposits of wages are to be made, and with all other individuals or entities where accounts are to be credited or debited pursuant to this Agreement. City shall retain the Au- thorization Agreement in original form while it is in effect and in original or microfilm form for a period of two (2) years after its termination or revocation and shall provide the Bank or the Receiving Depository Financial Institution (hereinafter referred to as "RDFI") listed in such Authoriza- tion Agreement with a copy of each Authorization Agreement upon request. All employees receiving direct deposits as de- scribed above or other individuals or entities whose accounts are to be credited or debited with funds through Entries ini- tiated by City shall hereafter be referred to as "Receiver." 3. Preparation of Entries. Bank shall prepare Prenoti- fications and Entries (hereinafter referred to collectively as "Entries") on the basis of data transmitted by City. Such data (hereinafter referred to as "Entry Data") shall be in the form, have the content, and be transmitted to the Bank loca- tion set forth in Schedule A attached hereto. Bank may change such requirements from time to time upon thirty (30) days written notice to City. Bank shall have no obligation to act on Entry Data received that does not comply with the foregoing requirements, or to reverse, adjust, or stop payment of any Entry Data received or any Entry prepared therefrom. 4. Transmittal of Entries and Settlement. Bank shall transmit Entries that comply with the requirements provided for herein to its Automated Clearing House and settle for such Entries in accordance with the Rules. Attached as Schedule B hereto is a schedule showing the deadline (the "Bank Dead- line") for receipt of Entry Data by Bank prior to an applica- ble deadline for receipt of Entries by Bank's Automated Clearing House (the "Applicable ACH Deadline"). Where Entry Data that comply with the requirements provided for herein are received by the Bank Deadline, Bank shall transmit the Entries prepared from such Entry Data to its Automated Clearing House prior to the Applicable ACH Deadline. In the event Bank re- ceives Entry Data after a particular Bank Deadline, it shall have no obligation to transmit the Entries derived therefrom to its Automated Clearing House by the Applicable ACH Dead- line. 5. Payment with Respect to Entries. a. Credit Entries. Bank shall debit the account specified below (the "Account") with the amount of each Credit Entry with respect to Entry Data transmitted to Bank under this Agreement on the Settlement Date as de- - 2 - fined in the Rules. In the event such entry is returned by the RDFI in accordance with the Rules, Bank shall promptly credit the Account with the amount of the Credit Entry. b. Debit Entries. Bank shall credit the account specified below (the "Account") with the amount of each Debit Entry with respect to Entry Data transmitted to Bank under this Agreement on the Settlement Date as de- fined in the Rules. In the event such entry is returned by the RDFI in accordance with the Rules, Bank shall promptly debit the Account with the amount of the Debit Entry. 6. On -Us Entries. Bank shall have the right, in its sole discretion, to extract Entries initiated to accounts maintained with Bank (hereinafter referred to as "On -Us Entries"). In the case Bank elects to extract On -Us Entries, Bank shall credit and debit the amount of each such Entry prepared from Entry Data received that complies with the re- quirements provided for herein to the appropriate Receiver's account maintained with Bank. Bank shall have the same rights to reject On -Us Entries that any RDFI has to reject other Entries. 7. Entry Information. Bank shall provide City with information with respect to Entries transmitted under this Agreement and with respect to the return or rejection of Entries under this Agreement. Such information shall be pro- vided in a form, have the content and be delivered at a time and in a manner as set forth in Schedule C attached hereto. 8. Cooperation. City and Bank agree to cooperate promptly and fully in the investigation of any claim asserted by any person arising out of this Agreement or the transac- tions contemplated thereby. 9. Disclaimer. City agrees that neither any ACH nor any Participating Financial Institution of any ACH shall have any responsibility for the accurate calculation of debit or credit entries furnished by the City, nor shall any Partici- pating Depository Financial Institution or ACH be under any duty to deliver any statement of charges or any other state- ments to the depositors concerned, except as imposed on a Participating Depository Financial Institution by virtue of its agreement with such depositors. 10. Bank Liability. Notwithstanding any provision to the Contrary contained herein, Bank shall only be liable to City under this Agreement for its failure to exercise ordinary care in performing the services provided for herein. Bank - 3 - shall have no liability or responsibility with respect to any other matter including without limitation, any act or omission by Bank's Automated Clearing House, any other Participating Financial Institution, or any other person or entity. Delay by Bank beyond any time limit provided in this Agreement is excused if caused by interruption of communication facilities, strikes, emergency conditions, or other circumstances beyond its control. 11. Representations and Warranties. The City warrants, now and at all times during the term of this Agreement, to Bank, NACHA, SWACHA, and all other Participating Depository Financial Institutions, the following, to -wit: a. That City has entered into a valid agreement with Bank and that each debit or credit entry forwarded to Bank shall be in accordance with a valid Authorization Agreement held by City; b. That City shall comply with the applicable Rules and with Bank procedures set forth in this Agree- ment with respect to each Authorization Agreement and Entry; C. That at the time any Entries are processed by any RDFI, the Authorization Agreement has not been termi- nated with respect to such Entry; provided, however, that this latter warranty shall not apply if, at the time of processing the Entry, such RDFI has actual knowledge of a termination of the Authorization Agreement by operation of law; and d. That City is authorized to enter into this Agreement and that its execution of this Agreement is in accordance with all laws and rules governing Home Rule Municipal Corporations in Texas and that the persons executing such Agreement are authorized to execute same on behalf of City. Additionally, City makes the same warranties to Bank with respect to Entries subject to this Agreement as Bank is deemed to make under the Rules. Such warranties include, but are ex- pressly not limited to, those outlined in Schedule D attached hereto. 12. Indemnification. City hereby agrees to indemnify and hold Bank harmless from and against any and all claims, demands, losses, liabilities, or expenses, including attor- neys' fees and costs, resulting directly or indirectly from the following: - 4 - a. The breach of the warranties contained in the Agreement, including the Rules expressly incorporated into such Agreement; b. The debiting or crediting of such Entry to a Receiver's account, including without limitation, any claims, demands, losses, liabilities or expenses based on the payment of any charges in the wrong amounts or at lesser or more frequent intervals than provided in the Receiver's Authorization Agreement. C. Any claim based on alleged loss to the Receiver or to City as a result of nonpayment of any charge; d. Any claims that may be made by any Receiver as a result of any debits or charges (whether in connection with that automated system of clearing or otherwise) to his deposit account because of insufficient funds arising from the charging of payments hereunder to or from his account; e. The failure of the RDFT or City to comply with the requirements of the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq. and/or Regulation E, 12 C.F.R. 205 promulgated thereunder; save and except any claims, liabilities or expenses arising out any failure on the part of Bank to exercise reasonable care to comply with the provisions of the Rules. 13. Advertising. No advertising or publicity concerning this Agreement in which the name of Bank or City is used, will be undertaken without the prior written approval of Bank or City. 14. Signatures. City shall provide, on forms supplied by Bank, certification of signatures of one or more persons authorized by City (hereinafter referred to as an "Authorized Person") to transmit Entry Data to Bank on behalf of City under this Agreement. The signatures of each Authorized Per- son shall be certified by the City Secretary. All Entry Data shall be accompanied by a transmittal letter executed by an Authorized Person. Bank shall be entitled to act or refrain from acting under this Agreement on any signature reasonably believed by it to be that of an Authorized Person. Any writ- ing bearing such a signature shall be deemed to have been executed by an Authorized Person on behalf of City. - 5 - 15. Payment for Bank Services. In addition to any other payments provided for in this Agreement or in any other prior Agreement, City shall pay Bank for its services under this Agreement as set forth in Schedule E (the "ACH Fee Schedule") attached hereto. 16. The Account(s). The following deposit accounts maintained by City with Bank which will be used for settlement and adjustments under this Agreement, such Account(s) to be available for debits only, credits only or both debits and credits, as designated, to -wit: Account Number: 008797/ Designated Use: �O�us /il�of Account Number: bb r 7 79?— Designated Use : L o t Account Number: oo P'7 ?41 Designated Use: oS Account Number:Ak4 "AAMd Designated Use: 0 orAk Esu Bank may, without demand debit the appropriate account(s) for the accounts payable by City to Bank under this Agreement and credit the appropriate account(s) for the amounts due to City by Bank under this Agreement. 17. Notices. Except as otherwise provided herein, any written notice or other written communication required or per- mitted to be given under this Agreement shall be delivered or sent by United States registered mail, postage prepaid, and, if to Bank, addressed to: American State Bank P. O. Box 1401 Lubbock, Texas 79408 Attention: Mike Long, Vice President and Cashier and, if to City, addressed to: 1 � % K 4 7 -7.,i unless another address is substituted by notice delivered or sent as provided herein. Any such notice shall be deemed given when so delivered or sent. 18. Termination. This Agreement may be terminated by City or Bank at any time by giving thirty (30) days prior written notice thereof to the other party. Notwithstanding such termination, this Agreement shall remain in force and effect as to all transactions that shall have occurred prior to the date of termination. 19. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 20. Headings. Headings are used for reference purposes only and shall not be deemed a part of this Agreement. 21. Entire Agreement, Etc. This Agreement embodies the entire agreement of parties with respect to the subject matter hereof, and supersedes all previous negotiations, representa- tions, and agreements with respect thereto, and shall be binding upon the parties hereto, and their respective succes- sors and assigned. This Agreement may be amended only by a writing signed by both parties. EXECUTED the Rth day of JimP , 1989, in duplicate counterparts, each effective as an original, and ef- fective as of June R , 1989. THE CITY OF LUBBOCK, TEXAS a Home Rule Municipal Corp. a • BY: J. (! . & S. C. McMINN, 14AYOR ATTEST: Rane a Boyd, City Secre ary APPROVED AS TO CONTENT: 47 A Ideft Massengale, Asst. City Manager for Financial Services APPROVED AS TO FORM: T Donald G. Vandiver, First Assistant City Attorney AMERICAN STATE BANK, LUBBOCK, LUBBOCK, TEXAS, Bank l<<� Name:.Mike Long Title: Vice President & Cashier - 7 - SCHEDULE A ENTRY DATA Form of Entry Data Entry Data to be transmitted to Bank from City must be in a form acceptable to Bank. American State Bank currently accepts Entry Data in any of the following forms: 1) IBM PC Compatible Diskettes - 5 1/4" 360 KB - 5 1/4" 1.2 MB - 3 1/2" 1.4 MB 2) Magnetic Tape 9 Track, 1600 BPI American State Bank does not currently accept Entry Data transmit- ted via a data tramission link. A Transmittal Register, signed by an Authorized Person must accom- pany all Entry Data. Content of Entry Data Entry Data, in an acceptable form as defined above, must comply with the Technical Specifications outlined in the Rules; including the ACH File Exchange Specifications, the ACH File Specifications and the ACH Record Format Specifications. Entry Data which does not adhere to the Rules will not be accepted by Bank. Bank Location Entry Data must be delivered to the ACH Desk of the Bank. The ACH Desk is located in the Bookkeeping Department at the Lower Level of the Bank. SCHEDULE B BANK DEADLINE Bank Deadline For credit entries, the City shall deliver the originating file to the proper Bank Location by 8:30 a.m. either one or two banking days prior to the desired Effective Entry Date as defined by the Rules. For debit entries, the City shall deliver the originating file to the proper Bank Location by 8:30 a.m. one banking day prior to the desired Effective Entry Date as defined by the Rules. These schedules will allow the Bank time to properly receive, edit and transmit to its originating ACH prior to the Applicable ACH Deadline. SCHEDULE C ENTRY INFORMATION Originating Entry Data Bank will perform the basic processing required of an Originating Depository Financial Institution including: 1. Receiving and editing files from the City (Originator). Standard editing includes validating: a. that the file is not a duplicate of one that has previously been processed. b. the City (Originator) information. C. the field contents. d. totals at batch and file level. 2. Creation and transmission of file(s) to the originating ACH. It is the Bank's responsibility to ensure that the file(s) meet the requirements of the Rules. The Bank shall assign a unique trace number of each record. 3. Creation and maintenance of backup files. Bank shall retain a record of all entries for a period of two (2) years after the date of transmittal and shall, at the request of City, or any participating DFI or ACH, furnish a printout or other reproduction of the pertinent information relating to such entry. 4. Creation of data needed to effect settlement of funds. Return Entries It is the responsibility of the Bank to receive returned and re- jected entries from the ACH, perform necessary processing, control, and settlement functions, and forward the entries to the origina- tor. Bank will provide required information to City on a timely basis to enable the City to audit and control Entry Data, including returned and rejected entries. Such information shall be provided in the form of printouts, documents, phone calls and other mutually agree- able methods. SCHEDULE D CITY WARRANTIES Authorization Agreement 1. Before initiating any debit or credit against a Receiver's ac- count, the City (Originator) must obtain an Authorization from that customer or employee and each transmitted Entry must be in accordance with such Authorization. 2. City shall provide a copy of the Authorization Agreement to the Receiver. 3. City must retain a copy of each Authorization for two (2) years after termination of the Authorization. The Authori- zation may be maintained in any size or format, including microfilm. 4. City, upon request, must present a copy of the Authorization to an ODFI or RDFI. Copy presented must be easily read with- out any optical aid. 5. At the time entry is transmitted, the Authorization Agreement has not be revoked and City has no actual knowledge of the termination of the arrangement between the RDFI and Receiver with respect to such entry. Prenotifications Prior to the initiation of the first Entry to a Receiver's account, City shall prepare and transmit a notification, referred to in the Rules as a "Prenotificaition," at least ten (10) calendar days in advance of the live entry. Entry Data Each credit entry must be timely, and each debit entry must be for a sum which, on the Settlement Date with respect to such entry, will be due and owing to the City from a Receiver, is for a sum specified by the Receiver to be paid to the City or is a correction of a previously transmitted erroneous entry. Variable Debit Entries If City initiates a variable amount debit entry, it must advise the customer accordingly at least ten (10) calendar days before the transaction date. SCHEDULE E ACH FEE SCHEDULE Bank has established the following schedule of charges for auto- mated clearinghouse services provided by us. ACH Origination $ 7.00 per file Debits and Credits Originated $ .05 per item Returned/Rejected Entris $ .50 per item Notices of Change $ .50 per item Stop Payments $15.00 per item (phone call to RDFI) Telephone Advices $ .50 per call City of Lubbock P.O. Box 2000 Lubbock. Texas 79457 606-762-641 1 Mr. Mike Long Vice President -Cashier American State Bank 1401 Avenue Q Lubbock, Texas 79401 Dear Mr. Long: June 27, 1989 Office of City Secretary Enclosed is a copy of the ACH Origination Agreement with City Council authorized in its regular meeting on June 8, 1989. If you need a certified copy of this, please let me know. Sincerely, Ranette Boyd, CMC City Secretary RB/blc enclosure