Full Text
September 21, 1994 City of Moscow P.O. Box 9203 Moscow, Idaho 83843 Dear City of Moscow: \\'nt Ont' l:lanu>rp l'o't ()tficc Box H:/-t7 Hot"'· Idaho H:\7:l:l :111x :lx:l-7ooo JJ'EST()NE BAN CORP Thank you for executing and returning our ACH Origination Agreement. The enclosed copy of the agreement and schedules have been countersigned by West One Bank and are being provided for your records. Effective immediately, ACH files which will ••settle" or "post" on any one day may not exceed the "ACH Processing Limits" stated on Schedule A of your agreement. Files which exceed this limit will not be processed by West One until adequate credit approval can be obtained. Should this occur, a delay in posting of the transactions contained within the file would most likely result. West One Bank appreciates the opportunity to provide ACH services to your company. Please feel free to contact us at 1-[PHONE REDACTED] or [PHONE REDACTED] with any questions you may have regarding the agreement or other ACH issues. Sincerely, Kimberly Siebler Vice President and Manager Cash Management Services #3-2176 cc: Moscow #1-0010 Sales Officer-Idaho 94-66 ---PAGE BREAK--- Debit Origination Agreement Automated Qearing House Company Name and Address West One Bank Name and Addres It p 1 I 1 Taxpayer Identification Number: Account Number: Company-Named Data Processor: THIS AGREEMENT is made on . 19 , between the company named above (hereinafter referred to as Company) and the West One Bank named above (hereinafter referred to as Bank). WHEREAS, Bank is a Participating Depository Financial Institution ("Participating Institution") of the Calwestern Automated Clearing House Association ("CACHA") and may initiate electronic fund transfer entries ("Entries") by means of the Automated Clearing House. WHEREAS, Company desires to initiate Entries through Bank for payment of money from the accounts of Company or Company's customers ("Receivers") maintained at Bank and other Participating Institutions ("Accounts"). Such Entries may be referred to herein as "Debit Entries." NOW, THEREFORE, Bank and Company agree as follows: 1. Rules. Company shall comply with the Operating Rules of CACHA and the Operating Rules of the National Automated Clearing House Association ("NACHA in existence as of the date of this Agreement and as amended from time to time (herein collectively referred to as the "Rules"). The terms of this Agreement shall in no w·.1y limit Company's obligation of complying with the Rules. Unless otherwise defined herein. capitalized terms shall have the meanings pro,;dcd in the Rules. The term "Entries" shall have the meaning provided in the Rules and shall also mean the data received from Company hereunder from which Bank prepares Entries, and (ii) for purposes of Sections 2.5, 7.3 and 7.4 any request from Company for reversal of an Entry. 2. Delivery of Entries to Bank. 2.1. Delivery Requirements. All Entries shall b delivered by Company to Bank to the location and in compliance with the formauing and oth<'r requirements set forth in Schedule A attached hereto ("Delivery Requirements"). The total dollar amount of Entries transmitted by Company to Bank that ";11 sculc on any one day shall not cxccerl thc ACH Processing Limit set forth on Scherlule A for the specific type of Entries being processed. 2.2. Security Procedures. Company and Bank shall comply with the security procedure requirements described in Schedule B attached hereto ("Security Proc<,dures") with respect to Entries transmitted by Company to Bank. 2.3. Receiver Authorizations and Record Retention. Before the initiation by Company of the first Entry to a Receiver's Account, Company shall obtain from such Receiver an authorization to initiate one or more Entries to the Receiver's Account. which authorization shall comply with the Rules . Company shall prm;dc R<·ceiver with a copy of such authorization. Each Entry thereafter shall be made pursuant to such authorization, and no Entry shall be initiated by Company after such authorization has been revoked or the arrangement between Company and such Receiver has terminated. Company shall retain Receiver authorizations for two years after they arc tcrminat<:d and other documents related to Entries for a period of two years. Company shall immediately furnish such authorizations and documents to Bank upon Bank's request. 9 d. Pr,...nntifk.ation. Comoanv shaH deliver a prenotification, in a format and in the Debit Origination Agreement Automated Clearing House (continued) Vrc knǻwn or havc been accessed by unauthorized persons, Company shall notifY Bank 7.3. UKuthorized Entries. An Entry dt·livcred to Bank that purporL< to have been transmitted or _ authori . zed by Company shall be effective as Company's Entry as pro,Ǽded herem e\'en 1f the Entry was not in fact authorized by Company. prm;ded Bank has accepted the Entry Ill compliance \\ith the Security Procrdurcs with respect to such Entry. 7.4. AuthorizLd Entries. If an Entr)' received by Bank was transmitted or authorized by Company, tt shaǽl be effective as the Company's Entry as provided herein, whether or not B"'1k compiled 'Ǿ oth the Security Procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or thm error would have been detected if Bank had complied with such procedure. 7.5. Inconsistent Entries. Conǿpany acknowledges and ag1ees that if an Entry thc . by name and account number, payment of the Entr)' transmmed by Bank to an ROFI might be made by the RDFI (or by Bank in the nf::.n On-11> ron th.o. 1 : , • -r . , notified of Receiver's right to receive such nolicc and Receiver has elected to receive such notice only when the Debit Entry does not fall \\;thin a specified range of amounts or \'aries from the most recent Debit Entry by an agreed amount. (ii) If any change is made hy Company in the scheduled Effective Entry Date of one or more Debit Entries, Company shall, at least seven calendar days before the Effective Entry Date of the 11rst such Debit Entr y to be affected by such change, send the Re<:civer a written notice of the new Effective Entry Dale(s) of such Entry or Entries. 3. Processing, Transmittal and Settlement by Bank. 3.1. Processing, Transmittal and Settlement. Except as provided in Sections 4 and 5, Bank shall process Entries received from Company to conform with the requirements set forth in this Agreement, (ii) such Enttics as an Originatin): Depository Financial Institution to an Automated Clearing House processor ("ACH") ;elected by Bank in its sole discretion, and (iii) settle for such Entries as pro,;dcd in the Ǵulcs. 3.2. Timing. Company shall transmit such Entries to Bank by the deadline set forth in Schedule C attached herct<• and the Effective Entry Date of such Entries may be no <'artier than the current busint:s< day and (ii) the ACH must be open for business on such business day. For purposes of this Agreement a "business day" is a day on which Bank is open to the public for carrying on substan tially all of iL< business (other than a Saturday or Sunday) and tȀntries shall be deemed rǵcci,·ed by Bank in the case of transmiual by electronic Lr.Insmission, when the transmission (and compliance with any related Sccurit)' Procedure) is completed as provirlcd in the Delivery Requirements. If any of the requirements of clause or (ii) of the preceding paragraph is not met, Bank shall use reasonable efforts to transmit such Enlric; to th<· ACH by the next available deposit deadline of the ACH which is a busine;s day and a day on which the ACH is open for business. Entries must he received by Bank on the dates indicatl·d on the ACH Proces.ing Schedule on file with Bank for the specific type of Entries heing processed. Processing schedules arc required to be submitted \vith the original implementation of the services agreed to hereunder anrl at lt"ast annuall)1 thcreafler. In no event is Bank responsible or liable for cont.acting Company if Entrle~ arc not r<·ccivcd on a scheduled date or if Entries are processed on a day not indicated on the Schedule. 3.3. Company's Credit for Debit Entries. Bank shall haw the right to defer any credit lo Company's Account until Bank receives linal settkmenl for a Debit Entry. Any cn·di1 provided prior to that time shall be provisional and Bank shall have the right to immediate payment of the amount of such credit upon it.s receipt of notice that final has not occurred. In addition, Bank shall have the right to payment by Company of any returned or rejected Entry for which Company has pre,;ously r,·reivcd credit. at the time Rank receives such rejection or n.:turn. Ƕlaims, JosǷǸs, damages .or expenses, induding attorneys' fees :-tnd expenses, resulting from or ansmg out of any breach of any of the agreements. representations or warr.:mties of Company containC'd in this Agreement, or (ii) any act or omission of Company or any other party acting on Company's behalf. including but not limited to the parties described in Section 11.1 ahovc. 13. Payment for Bank Services. Companr shall pay Bank ft·t•s fo• the services prm;dcd by Bank under this Agreement in accordance wilh rate schedule.• atulched hereto, which may chǹnge from time to time. Such charges do not include, •md Company shall be responSible for payment of, any sales, usc, or excise, value added, utility, or other similar taxes rdating to the scrvicc.:s provided for in Company's agrcc.:nwnt bch\oTCn Bank and Company. , Rate schedules mar be changed by Bank upon thirty (30) calendar days prior no11cc to Company. 14. Termination. Bank may tt.'rnlinatt: this Agreement immcciiaH:ly by notice to Company. or without notice if Company breaches any of ib obligalions under thi~ Ah'TccmǺnt or the Rules. Company may terminate this Agn·cmnu at any time upon ten I JOl htl-,..lllP-11".."> rl :n q nrin•- untir,.. tn T h II H rr,. st ---PAGE BREAK--- · "livery Requirements AXtomated Clearing House -Schedule A Jf'EST()N..t" BANK .U Y Company Name Date Content of the media must comply with either the NACHA format or a format mutually agreed to between the Bank and Customer. The total dollar amount of Entries transmitted by Company to the Bank that will settle on any one day shall not exceed the processing limits listed below for the specific types of entries being processed. ACH Processing Limits Media Type Type of Hies $ $ $ Total: 0 Magnetic Tape (IBM/EBCDIC) 0 Magnetic Tape (non-IBM/ ASCii) 0 Data Transmission 0 Data Transmis.¦ion 0 Computer Diskette (IBM/MS.DOS Compatihle) 0 ACHworks Diskeue 0 ACHworks Transmission n-W'r· i t C•r i 9 in j 'Hn 0 Other: Data Transmission Phone Nwnbers 4ROO Baud: 0 383-5359 2400 Baud: 0 1-800-·138-7079 m 383-5368 0 I-H00-13R-7074 or 3!l:l-n37 0 ACHworks I-R00-43R-7076 or :IH3-707(i [J Other (explain- include Baud rate): Delivery Address Physical media (magnetic tape or computer diskette) will be delivered to: Authori"t-ccl Siguatut·e Date Signed G-94 0010542 (2-94) \\1titc-Cash Management Services Ycllow-ACii Pink- B1-anch ---PAGE BREAK--- • . - 'Security Procedures Automated Clearing House -Schedule B .S T . CompanyNameciTY OF NOSC'0\1\T Na:_.r 12., L"94 Date Physical Media (Magnetic Tapes, Computer Diskettes) All physical media (magnetic tapes, computer diskettes) must be accompanied by a properlr executed ACH Transmittal Register (sample attached). The Register must be signed by an individual authorized to process files as listed below. Credit Limits Files may not exceed the pre-approved ACH Processing Limits listed on Schedule A. If the amounts that would seu.le on any one day exceed the maximum ACH Processing Limits listed on Schedule A, the Bank at its option, and without prior notification to Company, may reject the file. Authorized Signers (minimum of two required) Name Phone . CA!IIV CAI3!etGL-- P<3 -1()0 I kA£G,J vJI-f Emergency Contacts Name 1 0 Amendment Reversal/CanceUation Requests Reversal files must comply with the NACHA Operating Rules, the delivery requirements outlined in Schedule A and the deadline requirements outlined in Schedule C. All request by Company for re\·crsals and cancellations of entries must be accompanied by a Rc,·ersal/Cancellation Request form (sample attached), and signed hy an authorized indh¬dual listed below. Signature X r!c:hJtL; X : , • l u X X X X X Daytime I'IHHH: / fn-Lu£J / / . U - / I< . R Evening l'houc Amendment Authorization -Amendments must be authorized by two authorized signers other than the signers who are being added or deleted. DDI054ś (2-94) While- Cash Management Sc1vin·s \'C'IInw- AC:H !•ink- -Customer Authorized Signer ---PAGE BREAK--- # • Deadline Schedule Automated aearing House -Schedule C ·QR S Customer Name Date Time The Bank deadline for receipt of Entry Data is 4:00 P.M. Mountain Time (3:00P.M. Pacific Time), which will enable the Bank to release Entry Data to its Automated Clearing House processor. Release to the Automated Clearing House In the case of direct deposit, the Bank must release the Entry Data into the Automated Clearing House (ACH) network two business days prior to the Effective Enu·y Date. In the case of all other credits or debits, the Bank must release the Entry Data into the ACH one day prior to the Effective Entry Date. \ 0010514 (7-93) White -ACH #3-2174 Green and Yellow- Cash ManagcnH'tll I' ink- 1\r.tnch Goldenrod- Customer M. i . i Warehousing The Bank will "warehouse" Entry Data received no more than 30 days prior to the Effective Entry Date. Reversals According to the National Automated Clearing House Association (NACHA) rules, reversals must take place 1\ithin five days after the Effective Entry Date of the entry(ies). Reversals older than five days after the Effective Entry Date are not allowed. Date Signed