HomeMy WebLinkAboutResolution - 2777 STATE OF CALIFORNIA ) RESOLUTION NO. 2777
.W COUNTY OF RIVERSIDE)ss
CITY OF SAN JACINTO )
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
JACINTO, CALIFORNIA, AUTHORIZING AN AUTOMATED CLEARING
HOUSE AGREEMENT BETWEEN THE CITY AND BANK OF HEMET
WHEREAS, the City Council has reviewed copies of the proposed
Automated Clearing House Services Agreement to be entered into by the City
and Bank of Hemet; and
WHEREAS, the City Council has determined that its participation in the
Bank's Automated Clearing House Origination Services will be on the terms and
conditions set forth in the Agreement.
NOW, THEREFORE, BE IT HEREBY RESOLVED:
1 . It is in the best interest of the City to participate in the Automated Clearing
House Origination Services, such participation to be on the terms and
conditions set forth in the Agreement.
2. The Council authorizes and directs an authorized officer of the City, for
and on behalf of the City, to negotiate, execute and deliver the Agreement
and any renewals or amendments thereof, with such terms, covenants
and conditions as such officer or officers executing the Agreement on
behalf of the City may approve, such approval to be conclusively
evidenced by the execution and delivery of the Agreement.
3. The Council has considered the security procedures contemplated by the
Agreement, and finds such security procedures are commercially
reasonable procedures for verifying that a transmission file or other
communication purporting to have been issued by the City as originator is
in fact a request of the City. In reaching this determination, the Council
has considered the size, type and frequency of Automated Clearing House
Origination Services that the City anticipates issuing to the bank.
4. The Council is aware that the Bank may have available alternative security
procedures that could provide a greater degree of certainty for verification
of the authenticity of Entries, and authorizes and directs an authorized
officer of the City to disclose to the Bank the size, type and frequency of
Entries that the City anticipates issuing to the Bank, to review alternative
security procedures available from the Bank, and to consent to and agree
to the use of the security procedures set forth in the Agreement as
submitted to the Council only after determining that such procedures are
appropriate for the City, such determination to be conclusively evidenced
by the execution and delivery of the Agreement.
Page I of 3
5. The Council authorizes an authorized officer in connection with the
Agreement (a) to initiate, cancel, conform or verify the authenticity of
instructions two the Bank for Automated Clearing House Origination
Services, whether given orally, electronically, written or by facsimile
instruction; and (b) to designate one or more, persons, as he or she deems
appropriate.
6. The Council authorizes an authorized officer in connection with this
Agreement to delegate any of the authorities granted him or her under this
resolution to one or more persons and to revoke any authorization granted
to any such person, as he or she deems appropriate.
7. The Bank is authorized to act and rely on this resolution until it actually
receives written notice of its amendment or revocation.
8. As used in this Resolution, the terms, "authorized officer of the City" shall
mean the following acting separately:
Title Name
a. Mayor Chris Carlson Buydos
b. Vice Mayor Dale Stubblefield
c. Treasurer Jim Potts
d. Finance Director Bernard Simon
PASSED, APPROVED, AND ADOPTED this 18�h day of August, 2005 by
the following vote:
Ayes: Ayres, Shaw, Stubblefield, Carlson Buydos
Nays: None
Abstain: None
Absent: Ritchie
City of-San Jacinto
bythris Carson Buydos, Mayor
ATTEST:
E�orothy L. ouinard, City Clerk
Page 2 of 3
Iftw APPROVED AS M:
Cit ttorney, City of San Jacinto
Best, Best & Krieger, LLP
Page 3 of 3
The Bank of Hemet
Origination Agreement
For Automated Clearing House Services
Credit Origination
THIS AGREE vIENT is made on y L� , 1 c6, Z+-among City of San Jacinto
("Company"),and The Bank of Hemet and its wholly owned subsidiary Bank]ink Corporation ("Bank")
WHEREAS, Bank is a Participating Depository Bank ("Participating Bank") of the Western
Payments Alliance("WesPay") and may initiate electronic fund transfer entries ('Entries") by means of the
Automated Clearing House.
W EREAS,Company("Originator")desires to initiate Credit Entries through Bank("Originating
Depository Financial Institution")for deposit of funds to the accounts of Company's employees,customers and
other parties("Receivers")maintained at Bank and other Participating Institutions("Accounts"). Such Entries
may be referred to herein as"Credit Entries."
NOW,'THEREFORE, Bank and Company agree as follows:
t. Rules. Company shall comply with the Operating Rules of WesPay 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 coilectively referred to as the'Rules"). The terms of this Agreement
shall in no way limit Company's obligation of complying with the Rules. Unless otherwise defined herein,
capitalized terms shall have the meanings provided in the Rules. The term "Entries" shall have the meaning
provided in the Rules and shall also mean (i) the data received from Company hereunder from which Bank
`■ prepares Entries,and(ii)for the purposes of Sections 2.5,8.3 and 8.4 any request from Company for reversal
of an Entry.
2. Delivery of Entries to Bank.
2.1 Delivery Requirements. Company will be required to complete successfully any required
implementation testing prior to commencement of Entries contemplated by this Agreement. All Entries shall
be delivered by Company to Bank at the location(s) and in compliance with the formatting and other
requirements set forth in Schedule A attached hereto ("Delivery Requirements") The total dollar amount of
Entries transmitted by Company to Bank on any one day("exposure limits")shall not exceed the amount set
forth on Schedule A without prior approval from Bank.
2.2 Security Procedures. Company and Bank shall comply with the security procedure
requirements described in Schedule R attached hereto ("Security Procedures") with respect to Entries
xansmitted 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. 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 are terminated 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.
Page 1 ACH ACMT
Revised fcbrua 2 1,ZOU
2.4 Prenotification. Bank may at its sole option require Company to deliver a prenotification,
in a format and in the medium set forth in Schedule A and/or prescribed by the Rules to Bank to be transmitted
•... to the Participating Institution at which the Receiver's Account is held within the time limits set forth in the
Rules. If Company has received notice that such prenotification has been rejected within the prescribed period
by the Receiving Depository Financial Institution ("RDFI"), Company shall not initiate any corresponding
Entry until the cause for rejection has been corrected and another prenotification has been submitted to and
accepted by the RDFI in accordance with the Rules.
2.5 Cancellation and Amendment of Entries;Reversals. Company shall have no right to
cancel or amend an Entry after it is delivered to Bank. Bank,however,shall use reasonable efforts to act on a
request by Company for reversal of an Entry file pursuant to the Rules;provided,however,that Bank shall not
be liable for interest or losses if such reversal is not effected. Any request by Company for reversal of an Entry
must comply with the Delivery Requirements and the Security Procedures. Company must notify Receiver of
the reversal of the Entry and the reason for the reversal of the Entry no later than the Settlement date of the
reversal of the Entry. Company shall reimburse Bank for any expenses, losses or dammtes Bank may incur in
effecting or attempting to effect Company's request for the reversal of an Entry.
3. Processing,Transmittal and Settlement by Bank
3.1 Processing,Transmittal and Settlement. Except as provided in Sac-ions 4,5 and 9,Bank
shall(i)process Entries received from Company to conform with the requirements set forth in this Agreement,
(ii) transmit such Entries as an Originating Depository Financial Institution ("ODFI") to an Automated
Clearing House processor("ACH") selected by Bank in its sole discretion,and(iii) settle for such Entries as
provided in the Rules.
3.2 Timing. Bank shall transmit such Entries to the ACH by the cut-off of the ACH set forth in
+� Schedule A attached hereto two business days prior to the Effective Entry Date shown in such Entries,
provided(i)such Entries are received from Company by Bank's related cut-off time set forth in Schedule A on
a business day, (ii)the Effective Entry Date is at least 2 days after Company transmission day, and (iii)the
AC14 is open for business on the Company transmission day. For purposes of this Agreement,a"business day"
is a day on which Bank is open to the public for carrying on substantially all of its business other than a
Saturday or Sunday, and Entries shall be deemed received by Bank in the case of transmittal by electronic
transmission, when the transmission (and compliance with any related Security Procedure) is completed as
provided in the Delivery Requirements.
If any of the requirements of clause(i),(ii)or(iii) of the preceding paragraph is not nret,Bank shall
use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the ACH following
that specified in Schedule A which is a business day and a day on which the ACH is open for business.
4. On-Us Entries. Except as provided in Section 5, in the case of an On-Us Entry, Bank shall
credit the Receiver's account in the amount of suc`a Entry on the Effective Entry Date contained in such Entry,
provided the requirements set forth in clauses(i)and(ii)of Section 3.2 are met. If either of those requirements
is not met, Bank shall use reasonable efforts to credit the Receiver's account in the amount of such Entry on
the next business day following such Effective Entry Date.
5, Rejection of Entries. Bank may reject any Entry for any reason or for no reason. Bank shall
notify Company of such rejection(either electronically,in writing, by telephone,or as otherwise agreed to by
Bank and Company)no later than the business day after the Effective Entry Date. Bank shall not be liable to
Company for the rejection of any Entry, for Company's non-receipt of a notice given to Company, or for the
failure to;ive notice of rejection at an earlier time than that provided for herein. Bank shall not be required to
page 2 ACH AGMT
Revised February 21,2001
pay Company interest on a rejected Entry for the period from rejection of the Entry to Company's receipt of the
notice of rejection. If an Entry is returned or rejected by the ACH solely due to errors by Sank and sufficient
data is available to Bank to reprocess the Entry, Bank shall reprocess the Entry.
6. Notice or Returned Entries. Bank shall notify Company either electronically,in writing, by
telephone, or as otherwise agreed to by Bank and Company of the receipt of an Entry returned by the ACH no
later than one(1)business day after Bank's receipt ofthe returned Entry. Bank shall have no obligation to take
other action with respect to a returned Entry.
7, Provisional Payment. Company represents to Bank and agrees that it shall be bound by the
provision of the Rules making payment of an Entry by the RDFI to the Receiver provisional until receipt by the
RDFI of final settlement for such Entry,and specifically acknowledges that it has received notice of that Rule
and of the fact that,if such settlement is not received,the RDFI shall be entitled to a refund from the Receiver
of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry.
S. Security Procedures;Unauthorized and Authorized Entries; Inconsistent Entries.
8.1 Purpose of Security Procedures. Company agrees that the purpose of the Security
Procedures is to verify the authenticity of Entries transmitted to Bank in the name of Company and not to
detect an error in the transmission or content of any Entry,and that no security procedure for the detection of
such errors has been agreed upon by Bank and Company.
8.2 Protection of Security Procedures. Company is strictly responsible to establish and
maintain procedures to safeguard against unauthorized transmissions. Company warrants that no individual
will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agrees to take
reasonable steps to maintain the confidentiality of the Security Procedures and of any passwords, codes,
security devices and related instructions provided by Bank in connection with the Security Procedures. If
Company believes or suspects that any such information or instructions are known or have been accessed by
unauthorized persons,Company shall notify Bank immediately. In addition,Company will immediately notify
Bank that an employee's authority has been revoked whenever that employee leaves the Company's employ or
otherwise is no longer authorized to submit Entries on behalf of the Company.
8.3 Unauthorized Entries. An Entry delivered to Bank that purports to have been transmitted
or authorized by Company shall be effective as Company's Entry as provided herein even if the Entry was not
in fact authorized by Company, provided Bards has accepted the Entry in compliance with the Security
Procedures with respect to such Entry.
8.4 Authorized Entries. If an Entry received by Bank was transmitted or authorized by
Company,it shall be effective as the Company's Entry as provided herein,whether or not Bank complied with
the Security Procedures with respect to that Entry and whether or not chat Entry was erroneous in any respect
or that error would have been detected if Bank nad complied with such procedure.
85 Inconsistent Entries. Company acknowledges and agrees that(i)if an Entry describes the
Receiver inconsistently by name and account number, payment of the Entry transmitted by Bank to an RDFI
might be made by RDFI(or by Bank in the case of an On-Us Entry)on the basis of the account number even if
it identifies a person different from the named Receiver,and that Company's obligations to pay the amount of
the Entry to Bank is not excused in such circumstances, and(ii)if an Entry describes the RDFI inconsistently
by name and identifying number, payment of the Entry might be made by RDFI on the basis of the account
number even if it identifies an RDFI different from the named RDFI,and that Companys obligation to pay the
amount of the entry to Bank is not excused in such circumstances.
page 3 ACH AGM_
Revised February 21,2093
8.6 Commercially Reasonable Standard. After review of the Entries contemplated under this
144W Agreement, including those aspects to verify the authenticity of Entries delivered by Company to Bank,
Company acknowledges and agrees that the Security Procedures as set forth in Schedule B attached hereto are
commercially reasonable and are appropriate for Company's Reeds and will provide Company with the degree
of protection relative to Company's ability to accept the inherent risk of the execution by Bank of unauthorized
or erroneous instructions received by Bank,as long as Bank acts on the delivery of Entries in good faith and in
a fashion consistent with the other terms of this Agreement.
9. Company Account.
9.1 Payment of Entries. Company shall at all times maintain sufficient available funds in a
deposit account Company shall maintain at Bank(the"Company Account"),as set forth in Schedule A,to pay
the amount of all Credit Entries, fees, and other amounts which Company is obligated to pay Bank under this
Agreement. Bank in its sole discretion may require Company to have sufficient available funds in the
Company Account to cover the amount of a Credit Entry prior to Bank's transmittal of sach Entry to an.ACH
or Bank's crediting of a Receiver's account in the amount of an On-Us Entry. In the absence of such a
requirement,Company shall be obligated to have sucb available funds in the Company Account at such time
on the Effective Entry Date with respect to such Entry,or in the case of an On-Us Entry,the date of crediting
the Receiver's account,as Bank,in its discretion,may determine. Bank may,without prior notice or demand,
obtain payment of any amount due and payable to it under this Agreement by debiting the Company Account,
and may credit the Company Account for any amount to which Company is entitled under this Agreement. If
there are insufficient funds avaiLable in the Company Account to pay amounts Company owes Banc under this
Ageement,Company shall pay any amounts due immediately upon demand,and Company agrees that Bank
may debit any account maintained by Company with Bank or that Bank may set off against any amount it owes
to Company, in order to obtain payment of Company's obligations.
9.2 Financial Review. Company further agrees that the Bank at its sole discretion,may from
time to time subject Company to a credit review process which will assistthe Bank in determining whether the
single day exposure limits for Credit Entries as set forth in Section 2.1 are appropriate. Company shall,upon
Bank's request,provide to Bank any such information and assistance as Bank may require to perform any such
evaluation. Failure of Company to meet such standards or to provide such information or assistance when
requested shall constitute a breach of this Ageement and shall permit Bank to terminate Agreement.
9.3 Account Type. Company represents and warrants that the Company Account is,and during
the term of this Agreement will be maintained primarily for commercial,and not personal,family or household
purposes.
10. Company's Representations,Warranties,and Indemnification.Company represents and
warrants that for each Entry Company delivers to Bank that:(i)the Entry is a Credit Entry and complies with
the terms of this Agreement and the Rules;(ii)Company has complied with the Rules with respect to the Entry;
(iii) there has not been and shall not later be any breach of any warranty of Company as an Originator or of
Bank as an ODFI underthe Rules;(iv)Company has not breached ar.y warranty contained in this Agreement;
and(v)the Entry complies with all local, State and Federal laws and regulations, including but not limited to
the Electronic Fund Transfer Act,Regulation E and any applicable regulations issued by the Office of Foreign
Assets Control. 4
Company shall indemnify Bank against any loss,liability,or expense(including attorneys'fees and
expenses) resulting from or arising out of any breach of any of the foregoing representations or warranties.
w
page A ACH AGMT
Revised FebrnaiN 21,20I73
Company agrees that it shall be deemed to make and renew each representation and warranty made
in Section 10 on and as of each day on which it delivers Entries to Bank.
11. Notices and Statements. Bank is not required to and will not provide Company or Receivers
with notice of receipt or Bank's transmittal or crediting of Entries. Entries and other debits and credits to the
Company Account will only be reflected on the periodic statement for the Company Accouat. Company shall
notify Bank of any unauthorized or erroneous Entries or any other discrepancy or error on the periodic
statement within fourteen (14) calendar days of receipt of the statement, after which the statement will be
conclusively presumed to be correct. If Company fails to notify Bank of any such discrepancy within one year
of receipt of such periodic statement, Company shall be precluded from asserting such discrepancy against
Bank. Bank shall not be liable for any interest or losses resulting from Company's failure to give such notice.
12. Liability of Bank; Limitations on Liability_
12.1 Performance of Bank. Bank shall be responsible only for performing the services it
expressly agrees to perform in this Agreement, and shall be liable only for direct damages caused by its
negligence in performing those services. Bank shall not be responsible for any acts or omissions of Company,
including without limitation the amount, accuracy, timeliness of delivery or Receiver authorization of any
Entry received from Company, or any act or omission of any other person, including without limitation
WesPay,any Federal Reserve Bank,any ACH ortransmission or communications facility,any data processor
of Company,or any Receiver or RDFI(including without limitation the return of an Entry by such Receiver or
RDFI), and no such person shall be deemed Bank's agent.
12.2 Limit on Damages. In no event shall Bank be liable for any consequential, special,
punitive, or indirect loss or damage which Company may incur or suffer in connection with this Agreement,
including without limitation loss or damage from subsequent wrongful dishonor resulting from Bank's acts or
omissions in performing its services under this Agreement.
12.1 Force Majeure. Bank shall not be responsible for any failure to act or delay in acting if
such failure is caused by legal constraint, the interruption of transmission or communication facilities,
computer malfunction or equipment failure,war,emergency conditions,or other circumstances beyond Bauk's
reasonable control. In addition, Bank shall be excused from failing to transmit or delay in transmitting an
Entry if such transmittal would result in Bank's having violated any provision of any present or future risk
control program of the Federal Reserve or any rule or regulation of any other governmental regulatory
authority.
12.4 Interest. Subject to the foregoing provisions of this Section 12,any liability which Bank may
have for loss of interest for an error or delay in performing its services hereunder shall be calculated by using a
rate equal to the average Federal Funds rate of the Federal Reserve Bank of New York for the period involved,
less any applicable reserve requirements.
13. Indemnification. Company shall defend,ir_demnify and hold harmless Bank;and its officers,
directors, agents and employees, from and against any and all actions, costs, claims, losses, damages or
expenses, including attorneys' fees and expenses,resulting from or arising out of(i)any breach of any of the
agreements,representations or warranties of Company contained 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 12.1 above.
14. Payment for Bank Services. Company shall pay Bank fees for the services provided by Bank
Page i ACH AGNa
Kevtsed February E,'903
under this Agreement in accordance with rate schedules published by Bank from time to time, current fees
contained in Schedule A. Such charges do not include,and Company shall be responsible for payment of,any
sales, use, or excise, value added, utility or other similar taxes relating to the services provided for in
Company's agreement between Bank and Company with respect to the Company Account (the "Account
Agreement"). Rate schedules may be changed by Bank upon prior notice to Company.
15. Termination. Bank may terminate this Agreement immediately by notice to Company, or
without notice if Company breaches any of its obligations under this Agreement or the Rules. Without limiting
the generality of the foregoing,this Agreement may be terminated by Bank at any time by written notice if(i)
Company breaches terms of any other agreement with Bank including an agreement urvolving the borrowing of
money or the extension of credit;(ii)Company liquidates,dissolves,merges into or consolidates with another
entity,or sells,leases or disposes of a substantial portion of its business or assets;(iii)Company terminate%its
business,fails generally to pay its debts as they become due,or admits in writing its inability to pay its debts as
they become due, or if any bankruptcy, reorganization, arrangement, insolvency, dissolution or similar
proceeding is instituted with respect to Company, or if Company makes any assignment for the benefit of
creditors or enters into any composition with creditors or takes any corporate action in furtherance of any of the
foregoing; or ( iv ) any material adverse change occurs in Company's financial condition or results of
operations or ability to perform its obligations hereunder. Company shall promptly give written notice to Bank
of the occupance of any of the foregoing events.Company may terminate this Agreement at any time upon ten
(10) business days prior notice to Bank. Termination shall not affect any of Rank's rights or Company's
obligations under Sections 25, 10, 12, and li above or related to Entries initiated by Company prior to such
termination.
I6. Severability. In the event that any provision of this Agreement or the application of any such
provision to any person or set of circumstances shall be determined to be invalid, unlawful, void, or
unenforceable to any extent,the remainder of this Agreement,and the application of such provision to persons
+w or circumstances other than those to which it is determinedto be invalid,unlawful,void or unenforceable,shall
not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.
17. Confidentiality. Company acknowledges that it will have access to certain confidential
information regarding Bank's execution of Entries,the Security Procedures and the services contemplated by
this Agreement. Company shall not disclose any such confidential information of Bank and shall use such
confidential information only in connection with the transactions contemplated by this Agreement.
18. Tapes and Records. All magnetic tapes,Entries, Security Procedures and records used by
Bank for transactions contemplated by this Agreement shall be and remain Bank's property. Bank may, in its
sole discretion,make available such information upon Company's request.Any expenses incurred by Bank in
making any such information available to Company shall be paid by Company.
19. General Provisions.
19.1 Entire Agreement. This Agreement and the schedules attached hereto constitute the
entire agreement between Bank and Company and supersedes all prior agreements. 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
Agrcement would result in a violation of any present or future statute, regulation or government policy to
which Bank 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 Bank shall incur no liability to Company as a result of such violation or amendment. No course of dealing
page 6 ACH AGMT
Revised Februar,21,2_003
between Bank and Company or usage of trade shall constitute a modification of this Agreement,the Rules or
the Security Procedures or constitute an agreement between Bank and Company regardless of whatever
practices or procedures Bank or Company may use.
19.2 Amendment. Except as provided in Section 14, Bank may amend any part of this
Agreement, including any schedule hereto, from time to time immediately upon notice to Company.
19.3 Instructions and Notices,
(i) Except as otherwise expressly provided herein,Bank shall not be required to
act upon any notice or instruction received from Company or any ether person, or to provide any notice or
advice to Company or any other person with respect to any matter.
(4) Bank shall be entitled to rely on any oral or written notice,response,or other
communication believed by it to be genuine and to have been provided by an authorized representative of
Company. Such notice shall he effective on the second business day following the day of Bank's receipt
thereof.
(iii) Any Entry or other data or information received by Bank from or transmitted
by Bank to the following data processor selected by Company shall be deemed to have been received from or
transmitted to Company, and such processor shall be deemed the agent of Company:
n!a Company may change such
processor by written notice to Bank sighed by two Authorized Representatives. Such notice shall be effective
on the second business day following Bank's receipt thereof.
(iv) Except as otherwise provided herein,any notice under this Agreement must
�+ be in writing and delivered by express carrier, or sent by United States registered or certified mail and, if to
Bank, addressed to:
T'ae Bank of Hemet
1600 E. Florida Avenue
Hemet, CA 92544
Attn.:Lavette Quesnel
and, if to Company, addressed to:
Citv of San Jacinto
201 E. Main Street
San Jacinto. CA 92581
Attn: Bernie Simon
unless another address is substituted by notice delivered or sent as nroviGed herein.
Notices must comply with any applicable Security Procedures. Except as otherwise expressly provided herein,
any such notice shall be deemed given when received.
19.4 Third Party Vendors. If Company transmits Entries through a third party Vendor
("Vendor"),Vendor is the agent of Company. Bank is not responsible for the acts or omissions of Vendor,and
Company agrees to hold Bank harmless from any losses caused by acts or omissions of Vendor. Company
agrees that the Security Procedure established between Vendor,as Company's age-it and Bank is commercially
Iftw
page 7 ACH AGN17
Revised February 2 1,2005
reasonable. Company shall bear al:costs associated with the acquisition and maintenance of all systems used
by Company in connection with the transactions contemplated by this Agreement, including but not limited to
`r. computer hardware and software,transmission lines and facilities,programming and repair,and Bank makes
no representations and undertakes no obliga'ions with respect to the same.
19.5 Assignment. Company may not assign its interestor rights under this Agreement without
the prior written consent of Sank, and any purported assignment in violation of this section shall be void.
19.6 Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives.successors and permitted assigns,This Agreement
is not for the benefit of any other person, and no other person shall have any right against Bank or Company
hereunder.
19.7 Headings. Headings used in this Agreement are for convenience only and shall not be
deemed a part of this Agreement.
19.8 Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of California,including but not limited to Division 11 of the California Commercial Code.
19.9 Counterparts. This Agreement may be sio ed in counterparts, all of which shall
constitute one agreement.
Mor
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page 3 ACH AGMT
Revised February 21,'_003
LN WITNESS 4 HE.REOF,the parties hereto have executed this Agreement as of the date set
�• forth above.
CUSTOMER
Name City of Sao Jacinto
Street 201 Easl Main Street
City, ST, Zip San Jacinto,CA 92581
Phone#: (951) 654-7337
FAX#i: (951)654- 728
%414
By.
Name: Chris Caxlson Buydos
Title: Mavor
SANK
THE BANK OF HEN ET
1600 E. Florida Avenue
Hemet, CA 92544
Phone 9: (909)652-2871
FAX 4: (909)658-2769
t.,
low Bv:
dame:
Title: .Ai I ra} if,I rrt f�SL'E C Title:
Page 9 ACH AGMT
Kmsed February Z 1,NQ0
SCHEDULE A
(page 1 of 2)
DELWERY REQUMEN ENTSICONIPANY ACCOUNTJFEES
ACH TRANSACTION TYPES
PPD-(Prearranged Payment and Deposit)Used for consumer purpose transactions such as payToll.
Transmission Frequency: Bi-Weekly
Estimated transmission record volume 60
Maximum daily PPD exposure limit S 100,000.00. Credit Entries that exceed this amount need to be
approved in advance by calling BankLink Data Processing at(909) 684-0490 Ext. 202.
Delivery Requirements. Credit Entries must be delivered to Bank according to NACHA file
specifications. Credit Entries will be delivered through a HypertermiAal Connection. See Exhibit 1
for instructions.
Fees and Charges. ACH Services Fee- $65.00 per transmission. Fee subject to change from time to
time at Bank's discretion. If your account is a Business Account Analysis, this fee may be included in
your Business Account Analysis charges,which can be partially or fully offset by your earnings credit
allowance.
Company Account. Company shall at all times maintain sufficient available funds in the following
account to pay the amount of all Credit Entries, fees, and other amounts which Company is obligated to
pay Bank under this Agreement. Account#49189354-01
i
Initial ; Date
Page Ip ACH AGNIT
Rcvi6e� February 2l,2003
SCHEDULE A
(page 2 of 2)
DELNERY REQUI EMENTSICOMPANX ACCOUNT/FEES
CCD- (Cash Concentration or Disbursement)Used for funds to be distributed between Corporate entities
such as Federal Tax Payments.
Transmission Frequency: Bi-Weekly
Estimated transmission record volume 2
Maximum daily CCD exposure limit S 25,000.00. Credit Entries that exceed this amount need to be
approved in advance by calling BankLink Data Processing at(909) 684-0490 Ext. 202.
Delivery Requirements. Credit Entries will be delivered by faxing the appropriate Taxpayer Worksheet
to: The Bank of Hemet ACH Processing Department Fax# (951)341-6521. Taxpayer Worksheets are
contained in Schedule D.
Company Account. Company shall at all times maintain sufficient available funds in the following
account to pay the amount of all Credit Entries, fees, and other amounts which Company is obligated to
pay Bank under this Agreement. Account# 49189346-01
Fees and Charges. ACH Services Fee - 55.00 per transmission. Fee subject to change from time to time
at Bank's discretion. If your account is a Business Account Analysis,this fee may be included in your
Business Account Analysis charges, which can be partially or fully offset by your earnings credit
allowance.
Total daily exposure limit for all transmissions not to exceed 5125,000A0. Credit Entries that exceed
this amount need to be approved in advance by calling The Bank of Hemet ACH Processing Department
(951)684-0/-90 Ext. 202.
Funding Credit Entries. Company shall fiord Credit Entries on the date of transmission to Batik.
Company must have sufficient available funds in the Company Account(s)to cover the amount of Credit
Entries prior to Bank's transmittal of such entry to an ACH operator, The Bank will place a hold on the
total amount of Credit Entries transmitted to the ACH operator on the Bank's transmission day to such
ACH operator. Failure of Company to have sufficient collected funds in the Company Accounts)on the
Bank's transmission day may result in the Bank's rejection of the Entry. The Bank will not provide the
Company with a hold notice.
Cut-Off Time. Company Cut-off time for transmission to Bank - 2:00 p.m-two business days prior to
Effective Entry Date. Bank out-off time for transmission to ACH- 6:00 p.m. two business days prior to
Effective Entry Date.
NOTE: If Company is unable to deliver Credit Entries using the above delivery-method, Company may
use an alternative delivery method as a temporary backup provided that, each time prior to delivery,
Company Cost notifies Bank by calling BankLink Data Processing at(909) 684-0490 Ext. 202 of the
alternative delivery method, and obtains Bank's agreement. Bank may impose additional Security
Procedures not listed on Schedule B as part of the Bank's acceptance of an alternate delivery method.
[nitiaf Date
page L1 ACH 4GNIT
Revised February 2 L.:003
SCHEDULE B
(page 1 of 3)
SECURM PROCEDURES
Company Representations.
(a) The Company is solely responsible for the accurate creation, modification, and deletion of
account information maintained on Company's computer used for Credit Entry processing.
The Company is solely responsible for access by its employees of the data files maintained
on Company's computer and for operator security which enables employees to access the
required communications software to transmit Credit Entries;
(b) Any security code assigned byBank to Company is confidential and will be safeguarded by
Company. Company will establish policies and procedures to prevent disclosure of security
codes to unauthorized personnel. Among other things, such procedures shall instruct
employees at Company not to disclose any security code to any other employee or to display
any security code;
(c) No person will be allowed to initiate and if applicable, to approve a Credit Entry in the
absence of proper supervision and adequate safeguards;
(d) Company will promptly report the dismissal or other termination of any employee who has
received or become aware of any security code,and in any event no later than the final day of
employment of such a person; and
(e) Company will promptly report any breach of confidentiality of any security code and any
suspicion by Company that confidentiality may be or has been breached.
Indemnification. Company shall indemnify Bank against any loss,liability,or expense(including attorneys'
fees and expenses)resulting from or arising out of any breach of the foregoing representations. Company's
indemnification obligation under this Section shall survive termination of this Agreement. Company further
represents to be bound by the commercial reasonableness of the security procedures.
Changes in Authorized Representatives to Initiate. The list of Authorized Representatives to initiate Credit
Entries(Schedule C)may be amended only upon written notice to Bank in form acceptable to Bank signed by
( X) one ( ) two Authorized Wicer(s) of the Company. Any change in the list of persons authorized to
initiate Credit Entries shall not be effective until after the second day following receipt by Bank of the notice of
change.
The Bank 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 Company's Authorized Representative as set forth on
Schedule C,any such communication shall be deemed to nave been signed by such person.The authorization
and amount of each Credit Entry transmitted by Company(or third party vendor, as its agent,if applicable)to
Bank shall be verified by Bank using the security procedures listed below.
page 12 ACH AGM:
Revised February 21,2003
SCHEDIULE B
(page 2 of 3)
SECURrrYPROCEDURES
Basic Procedure—PPD Transaction Type: Payroll
(a) Credit Entries must be initiated by a person whose name appears on the then-current list of Authorized
Representatives to initiate Credit Entries on behalf of Company.
(b} Company will provide Bank with a confirmation,by fax transmission and by the Company's cut-off
time as described on Schedule A, containing 1) Credit Entry file dollar totals, 2) Credit Entry file
number count,3)the appropriate signature. and 4)a correct security code. The confirmation must be
faxed to; BankLink Data Processing at 4 (909)684-0580.
(c) Bank will 1) compare the file total and count from the file received to the file total and count
contained on the faxed confirmation received from Company, and 2)confirm signature and security
code on the faxed confirmation.
(d) If the Company is unable to supply the Bank with the correct sibature or security code on the faxed
confirmation, if the dollar or count totals do not match,or if the transmission exceeds the established
daily exposure limits, Bank will treat the transmission as unauthorized and will not execute the
transmission.
(e) unless otherwise specifically elected by Company, one Authorized Representative as listed on
Schedule C may initiate a Credit Entry.
NOW
(f) Unless otherwise specifically agreed to by Bank, each Credit Entry shall be provided at the location
and in conformance with timing requirements as specified by Bank.
Basic Procedure--CCD+Transaction Type:EFTPS
(a) Credit Entries must be initiated by a person whose name appears on the then-current list of Authorized
Representatives to initiate Credit Entries on behalf of Company.
(6) The Authorized Representative initiating the Credit Entry must provide the Bank with: 1)a Taxpayer
Worksheet containing regularly scheduled tax payment information previously supplied to the Bank 2)
the appropriate signature; and 3)correct security code.
(c} Bank will confirm signature and security code on the Taxpayer Worksheet.
(d) If the Company is unable to supply the Bank with the correct signature or security on the Taxpayer
Worksheet faxed to the Bank, or if the transmission exceeds the established daily exposure limits.
Bank will treat the transmission as unauthorized and will not execute the transmission.
(e) Unless otherwise specifically elected by Company, one Authorized Representative as listed on
Schedule C may initiate a Credit Entry.
(f) finless ntherwise specifically agreed to by Bank, each Credit Entry shall be provided at the location
and in conformance with timing requirements as specified by Bank.
Page B ACH AGNrr
Revised February 21,;oo_
SCBEDVLE S
.. (page 3 of 3)
SECURITY PROCEDURES
Security Code. Bank will issue security code to Company. Bank may issue replacement security code from
time to time, which code shall be effective as of the date specified by Bank.
Optional Procedures_
Company may elect to require an additional Authorized Representative to initiate Credit Entries.
Company may elect to have Bank issue a unique security code to each Authorized Representative that
has the ability to approve Credit Entries.
Company Responsibility to Review. Company has considered the Security Procedures contemplated for
Credit Entries,and finds that such security procedures are commercially reasonable. Company agrees that the
purpose of the Security Proccdures is to verify the authenticity of Entries transmitted to Bank in Wh_-ame of
Company and not to detect an error in the transmission or content of any Entry,and that no security procedure
for the detection of such errors has been agreed upon by Bank and Company and/or Company's Agent. In
reaching this determination,the Company has considered the size, type,and frequency of Credit Entries that
the Company anticipates.
r
Initial Date
pave l4 ACH A010T
Revised
SCHEDULE C
AUTHORIZED REPRESENTATIVES
The following persons, and no others, are authorized to initiate Credit Entries on behalf of Company.
N ANTE TITLE SIGNATURE I NITLALS
h
Bernard Sinn Finance Director �•Z� �'
Cindy Bohn Finance Super7isor
Judy Ibd e_ Acct Clerk IT
Wendy Welch Acct Tech � •.;- -�
i'
Initial !�'"!7 Date
Page I ACH AG:MT
RL vises Febru;:ry I, JI):
... SCHEDULE A
RECEIPT OF RULES
As stated in this Agreement,page 1 item 1,"Company shall comply with the Operating Rules of WesPay and
the Operating Rules of the National Automated Clearing House Association("NACHA")in existence as ofthe
date of 6-is.Agreement and as amended from time to time(herein collectively referred to as the "Rules")".
Company acknowledges that Bank has provided it with an initial copy of the current ACII Operating Rules
Corporate Edition_ It is Company's responsibility to obtain updated Rules annually. Company may obtain a
current copy by contacting WesPay at(415)433-1230 or writing 100 Bush Street, Suite 400, San Francisco,
CA 44107.
Initial d2 Date ' fi-/O,
pace 16 ACH AQN1T
Ptevised Februan 2L,1-003
SECRETARY'S CERTIFICATE
The undersigned,Seerary of— C S ty r l Prkof the C of sin loci ntn a
California corporation (the "Company"),hereby certifies as follows:
a. Attached hereto is a true, complete and correct copy of certain resolutions of the Board of
Directors of the Company,duly adopted by the Board at a meeting duly called and held, at which a quorum
was present and acting throughout; and
b. Such resolutions have not been amended,modified or rescinded and remain in full force and
effect on the date hereof, and
c. That each of the persons named as authorized officers of the Company in the resolution holds
the office of the Company set forth next to his or her name and the signatures provided are genuine.
IN WITNESS WHEREOF,the undersigned has hereunto signed his/her name and caused this
Certificate to be delivered, Qn the date shown.
Date: (Signature)
Toroth L. Chouinard, City Clerk
Wr (Print Name)
Secretary
page 17 ACH.AGMT
Revised February 21,2003