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HomeMy WebLinkAboutContract 1956 CUSTOMER COpy . ACH ORIGINATION SERVICES SERVICE DESCRIPTION 1. Introduction. This Service Description together with the other Service Documentation as defined in the Master Agreement for Treasury Management Services ("Master Agreement") between Wells Fargo Bank, N. A. ("Bank"), and the company identified in the signature block on the last page of this Service Description ("Company") amends and restates the existing Service Documentation between Bank and Company regarding Bank's ACH Origination Services ("Services") and Company's ACH security procedure election(s). This Service Description replaces all prior agreements between Company and Bank regarding the Services and the security procedure(s). 2. Description of Services. Bank's Services enable Company to originate automated clearing house ("ACH") credit and debit entries (each, an "Entry") in accordance with the National Automated Clearing House Association Operating Rules (the "ACH Rules"). Company shall maintain one or more deposit account(s) at Bank or Bank's affiliate (each, an "Account"), which Bank may use to process such Entries. Company will transmit Entries to Bank using a data file or batch release (each, a "File") through the communications channel(s) to which Bank and Company separately agree in writing. Bank will verify that Company has authorized, canceled or amended a File or Entry solely by means of the security procedure(s) Company has elected in this Service Description (each, the "Security Procedure"). When Bank acts with respect to an Entry as both the originating depository financial institution ("ODFI") and receiving depository financial institution ("RDFI"), as ODFI and RDFI are defined by the ACH Rules, the Entry is an "on-us Entry." 3. Conditions to Provision of Services. As conditions to Bank's provision of the Services, Company shall (a) comply with the ACH Rules in effect fiOm time to time and any applicable local ACH rules; (b) maintain Company's Account(s) in good standing; (c) complete Bank's set-up process for the Services; (d) in the case of Services requiring use of Bank's Commercial Electronic Office Service ("CEO"), subscribe to Bank's CEO; and (e) comply with such requirements regarding hardware and software as Bank may from time to time communicate to Company. Company acknowledges that Entries may not be originated that violate the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control. Company acknowledges that Bank has provided Company with a copy of the ACH Rules as of the date of this Service Description and that Company is responsible for obtaining, and complying with, any amendments to the ACH Rules. 4. Preparation of Entries and Files; Processing Schedules. Company shall prepare each File in accordance with the ACH Rules and Bank's Reference Guide for the Service. Bank will process each File in accordance with Bank's then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File I_I:~II 0000-2000-006515913- ACH Origination Services (TM-1423b) Revised 9-5-06 0000-2000-006515913-1-6- by Bank's applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be deemed received by Bank when the transmission of the File to Bank is completed and authenticated in compliance with the Security Procedure. If Bank receives a File after Bank's applicable cutoff time or on a day when the ACH is not open for business, the File will be treated as having been received prior to Bank's applicable cutoff time on the next Business Day on which the ACH is open for business. 5. Inconsistency of Name and Number. If an Entry describes a receiver both by name and identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if the number identifies a person different from the named receiver. If an Entry describes the RDFI both by name and identifying number, Bank, a gateway operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named institution. 6. Company's Payment Obligations. As of the applicable settlement date, Company shall maintain available funds in each Account sufficient to cover the credit Entries originated against that Account. If requested by Bank, Company shall maintain such available funds in the Account(s) prior to Bank's delivering the Entries to the ACH or gateway operator or Bank's posting an on-us Entry. If Company fails to comply with such request, Bank may refuse to send the Entries to the ACH or gateway operator or to post an on-us Entry. Upon notice to Company, Bank may place a hold on funds in any account at Bank or any affiliate of Bank Company owns in whole or in part sufficient to cover Company's credit Entries. Bank may take such other actions as it deems necessary or appropriate to ensure that it receives payment for Company's credit Entries. Company's obligation to pay Bank for each credit Entry matures at the time Bank transmits or otherwise delivers the credit Entry to the ACH or gateway operator or posts an on-us Entry. Bank may debit an Account for credit Entries originated from that Account on the applicable settlement date or at an earlier time upon notice to Company. Bank may, where applicable, debit an Account for any correcting or reversing Entry originated by Company. If there are insufficient funds in the applicable Account to cover such correcting or reversing Entry, Bank may debit any other account(s) Company owns in whole or in part at Bank or any affiliate of Bank. 7. Provisional Credit. A credit to Company's Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit Company's Account or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank for the amount of the Entry. Company shall pay any shortfall remaining after such debit to Bank immediately upon demand. 8. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this Service Description. If Bank rejects an Entry or File, Bank will attempt to notify Company promptly so that Company may cure the defect. Bank's notice of its rejection of an Entry or File will be effective when given. Bank will have no liability to Company for rejecting an Entry or File, not giving notice at an earlier time than that provided for in this Service Description, or any loss resulting from Bank's failure to provide notice. If Company requests that Bank repair an Entry or File and Bank endeavors to do so, I ~I~II 0000-2000-006515913- ACH Origination Services (TM-1423b) Revised 9-5-06 0000- 2000-006515913 - 2-6- Bank shall not be liable for Bank's failure to make the requested repair. Company will pay all charges and expenses Bank incurs in connection with any repairs. 9. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry or File after its receipt by Bank. If Company requests that Bank cancel, amend or reverse an Entry or File, Bank may, at its sole discretion, attempt to honor such request. Bank will have no liability for its failure to give effect to Company's request. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Company's request. 10. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the ACH or gateway operator, or to take any further action with respect to a returned on-us Entry, if Bank complied with the terms of this Service Description with respect to the original Entry or File. Company shall reimburse Bank for any returned debit Entries on the same day that Company receives notice of such returned Entry. 11. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the applicable settlement date and will submit the reconstructed Entry or File to Bank upon request. 12. Company's Agents. Company will certify to Bank the identity of any person Company has authorized to act as its agent with respect to the Services. Any such person is authorized to, without limitation, originate, receive, return, adjust, correct, cancel, amend and transmit Entries and Files on Company's behalf and elect the security procedure used to authenticate such Entries and Files. Bank shall be able to conclusively presume that such agency continues until Bank receives written notice to the contrary. Bank may rely on instructions received from such persons and need not make any inquiries to confirm that the instructions are within the scope of the agency. 13. Currency Conversion. 13.1. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization ("Foreign Currency"), Bank will convert the amount to be transferred from U.S. dollars ("USD") to the Foreign Currency at Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. If the financial institution designated to receive the funds does not pay the receiver specified in the Entry, or if the Entry is subsequently determined to .be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank's buy rate for exchange at the time the Entry is returned to Bank. 13.2. With respect to debit Entries Bank agrees to originate in a Foreign Currency, Bank will convert the amount of each Entry from the Foreign Currency to USD at Bank's buy rate for exchange in effect on the settlement date of the Entry. If the financial institution designated 111;111 0000-2000-006515913- ACH Origination Services (TM-1423b) Revised 9-5-06 0000-2000-006515913-3-6- to receive the Entry subsequently returns it, Bank may charge the applicable Account (or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank has converted the Foreign Currency to USD at Bank's sell rate for exchange at the time the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original amount of the Entry after conversion. 13.3. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institution, or RDFI in the designated foreign country in processing or failing to process any Entry Bank transmits to a foreign country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry. 14. Third Party Sender Activities. If Company is a Third Party Sender, as that term is defined by the ACH Rules, prior to originating any Entries on behalf of a customer of Company, Company shall enter into an agreement with such customer whereby that customer (a) agrees to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time and (b) acknowledges that Entries may not be initiated that violate the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control. 15. Warranties. Company acknowledges that under the ACH Rules, Bank makes certain warranties with respect to each Entry. Company agrees to reimburse Bank for any loss Bank incurs, including Bank's reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank's own gross negligence or intentional misconduct. 16. Indemnification. Company acknowledges that under the ACH Rules, Bank indemnifies certain persons. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attoineysJ fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent that the loss resulted solely from Bank's own gross negligence or intentional misconduct. 17. Termination. In addition to the termination provisions contained in the Master Agreement, Bank may terminate the Services immediately upon notice to Company if Bank determines in its sole discretion that: (a) the number of returned debit Entries originated under this Service Description is excessive; or (b) Company has breached a warranty provided under the ACH Rules or otherwise failed to comply with the ACH Rules. 18. Survival. Sections 5, 6, 7, 13, 14, 15, 16, 18 and 19 shall survive termination of the Services. III~II 0000-2000-006515913- ACH Origination Services (TM-1423b) Revised 9-5-06 0000-2000-006515913-4-6- 19. Description and Election of Security Procedure. The purpose of the Security Procedure is to verify the authenticity of an Entry or File, n()t to detect an erroneous or duplicate Entry or File. Company shall be responsible for any erroneous or duplicate Entry or File issued to Bank in Company's name. 19.1 Commercially Reasonable. Company has determined that the Security Procedure Company has elected best meets Company's requirements with regard to the size, type and frequency of the Entries and Files issued by Company to Bank and that the Security Procedure is commercially reasonable. Company refuses to have its Entries and Files verified by any security procedure other than the Security Procedure Company has elected in this Service Description. 19.2. Binding Instructions. Company agrees to be bound by each Entry and File, or request to cancel or amend an Entry or File, whether or not authorized by Company, that is issued in Company's name and accepted by Bank in compliance with the Security Procedure. 19.3 Confidentiality. Company and Bank will preserve the confidentiality of the Security Procedure, and any passwords, codes, security devices and related instructions provided by Bank. If Company becomes aware of a breach, or suspects that a breach may occur, it will immediately notify Bank in a manner affording Bank a reasonable opportunity to act on Company's notification. 19.4. Authorized Person(s). Company will promptly notify Bank in writing of the identity of each person authorized to receive information regarding the Security Procedure (each, an "Authorized Person") and when a person is no longer an Authorized Person, affording Bank in each instance a reasonable opportunity to act on Company's notification. Company will establish and maintain effective internal procedures to safeguard against unauthorized Entries and Files. Company warrants that no individual will be allowed to initiate an Entry or File without proper supervision and safeguards. 19.5. Election of Security Procedure. The Security Procedure Company has elected is: Secure File Transport Security Procedure - Sinale-Factor Authentication. Secure File Transport is Bank's suite of secure Internet protocol transmission methods that meets Bank's minimum security standards for authentication and encryption. Bank will authenticate each Entry and File transmitted to Bank in Company's name using an agreed upon 10 password combination or digital certificate. Ilm~11 0000-2000-006515913- ACH Origination Services (TM-1423b) Revised 9-5-06 0000-2000-006515913-5-6- CUSTOMER COPY IN WITNESS WHEREOF, Company agrees to and accepts this ACH Origination Services Service Description. CITY OF COLUMBIA HEIGHTS By: Name: Title: Date: Please sign and date one copy of this Service Description and mail it in the enclosed postage paid envelope to: Wells Fargo Bank, N.A. Project and Conversion Services MAC C7300-235 1740 Broadway Denver, CO 80274 III:~BI 0000-2000-006515913- ACH Origination Services (TM-1423b) Revised 9-5-06 0000-2000-006515913-6-6- Wells Fargo Bank Project & ConversiOn Services 1740 Broadway MAC 0300-235 Denver, CO 80274 IMPORTANT INFORMATION REGARDING WELLS FARGO ACH ORIGINATION SERVICES *************** AUTO**3-DIGIT 554 1.1.1..1.1..1..1..1.1...11..11.1..1.1...11..1.1.1..11...1..1.1 CITY OF COLUMBIA HEIGHTS 590 40TH AVE NE COLUMBIA HEIGHTS MN 55421-3878 November 3,2006 Re: ACH Origination Services Service Description Dear Valued Customer: Many changes have occurred in the financial services industry in the past few years. Some of these changes have transformed how we handle transactions through the Automated Clearing House (ACH). Wells Fargo is responsible for ensuring that the information you have about our ACH Origination Services is current, that we have accurate information about the methods of ACH origination you are using and that the security procedures you have elected continue to be appropriate for your business. We are enclosing a recently updated ACH Origll1atlOn Services Service Description that includes your current ACH security procedure. According to our records your business is originating ACH by Direct Transmission, and using the Secure File Transport Security Procedure with Single-Factor Authentication. This is the security procedure the Bank offers for the method your business uses to originate ACH entries. Once you've read through the Service Description, please sign and date the last page of the agreement where indicated, and return the complete, signed Service Description to us in the envelope provided. We are enclosing a second copy ofthe Service Description for your records. If you have any questions about this Service Description or if you believe that the security procedure option isn't suitable for your business, please contact your Banker. Sincerely, ~ Andree E. Ortega, AAP, CTP Assistant Vice President and ACH Product Manager Wells Fargo & Co. Reference #: 0000-2000-0065 15913 -S FT - ACH -1006