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HomeMy WebLinkAboutC99-182 Alpine BankThis between E ALPINE BANK. ACH ORIGINATION AGREEMENT is made this —day of by and u tgi1 4 ("The Company") and The Company has requested that Alpine Bank permit it to initiate electronic signals for paperless entries through the Bank to accounts maintained at Alpine Bank and at other financial institutions, by means of the Automated Clearing House ("the ACH"). Alpine Bank has agreed to do so on the terms of this Agreement. Now, therefore the Company and Alpine Bank agree as follows: RULES The Company acknowledges receipt of a copy of the current operating rules of NACHA, dated I C'J S S . The Company agrees to comply with and be bound by the Rules as the same may be amended from time to time. The Company shall be responsible for obtaining any revisions or amendments to the Rules and operating in compliance therewith. Alpine Bank agrees to inform the Company of revisions to the Rules of which Alpine Bank has knowledge. It shall also be the responsibility of the Company that the origination of ACH transactions complies with U. S. law. This includes, but is not limited to sanctions enforced by the Office of Foreign Assets Control (OFAC). It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions. 2. TRANSNHSSION OF ENTRIES: SECURITY PROCEDURES The Company will transmit all debit and credit entries to Alpine Bank at the location, on or before the deadlines, described on Attachment I to the Agreement. The Company will conform all entries to the format, content, and specifications contained in the Rules, except as provided with the security procedures described in Attachment 2 to the Agreement. The Company authorizes Alpine Bank to transmit all entries received by Alpine Bank from the Company in accordance with the terms of the Agreement and to credit or debit entries to the specified accounts. 3. FINANCIAL INSTITUTION OBLIGATIONS In a timely manner and in accordance with the Rules, Alpine Bank will process. transmit, and settle for the entries received from the Company which comply with the terms of the Agreement, including the security procedures. 4. WARRANTIES The Company warrants to Alpine Bank all warranties Alpine Bank is deemed by the Rules to make with respect to entries originated by the Company. Without limiting the foregoing, the Company warrants and agrees that (a) each entry is accurate, is timely, has been authorized by the party whose account will be credited or debited and otherwise complies with the Rules; (b) each debit entry is for a sum which, on the settlement date with respect to it, will be owing to the Company from the party whose account will be debited, is for a sum specified by such party to be paid to the Company, or is a correction of a previously transmitted erroneous credit entry; (c) the Company has complied with all prenotification requirements of the Rules; (d) the Company will comply with all the terms of the Electronic Funds Transfer Act if applicable, or Uniform Commercial Code Article 4A (UCC4A) if applicable and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations. The Company will retain the original or copy of the customer authorization record as required by the rules for a period of not less than two (2) years after termination or revocation of such authorization and will upon request of Financial Institution furnish such original or copy to Alpine Bank. The Company shall indemnify Alpine Bank against any loss, liability, or expense (including attorney's fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements. 5. PROVISIONAL CREDIT The Company acknowledges that the Rules make provisional any credit given for any entry until Alpine Bank receives final settlement. If Alpine Bank does not receive final settlement, it is entitled to a refund from the credited party, and the originator of the entry shall not be deemed to have paid the party. 6. SETTLEMENT The Company will maintain an account with Alpine Bank at all times during the term of this Agreement. The Company will maintain in the account as of the applicable settlement date immediately available funds sufficient to cover all credit entries initiated by it. The Company authorizes Alpine Bank to debit its account on the applicable settlement date in the amount of each entry. 7. CANCELLATION OR AMENDMENT The Company shall have no right to cancel or amend any entry/file after its receipt by Alpine Bank. However, Alpine Bank shall use reasonable efforts to act on a request by the Company to cancel an entry/file before transmitting it to the ACH or crediting an on- us entry. Any such request shall comply with the security procedures described on Attachment 2 to the Agreement. Alpine Bank shall have no liability if it fails to effect the cancellation S. REJECTION OF ENTRIES Alpine Bank shall reject any entry, including an on -us entry, which does not comply with the requirements of Section 1 of this Agreement and may reject any entry if the Company is not otherwise in compliance with the terms of the Agreement. Alpine Bank shall notify the Company by telephone of such rejection no later than the business day such entry would otherwise have been transmitted by Alpine Bank to the ACH or, in the case of an on -us entry, its effective entry date. Alpine Bank shall have no liability to the Company by reason of the rejection of an entry or the fact that such notice is not given at an earlier time than that provided for herein. Alpine Bank retains the right to reject any on -us transaction for any valid reason as, but not limited to, insufficient funds or revoked authorization. 9. NOTICE OF RETURNED ENTRIES Alpine Bank shall notify the Company by telephone or fax of the receipt of a returned entry from the ACH no later that one business day after the business day of such receipt. Alpine Bank shall have no obligation to retransmit a returned entry if Alpine Bank complied with the terms of this Agreement with respect to the original entry. If a customer of the Company returns any transaction then it is the Company's responsibility to collect any funds that are owed. Alpine Bank has no obligation to originate a transaction where authorization has been revoked. 10. REVERSALS The Company may initiate a reversing entry or file of entries as permitted by the Rules. 11. PERIODIC STATEMENT The periodic statement issued by Alpine Bank for the Company's account will reflect entries credited and debited to the Company's account. The Company agrees to notify Alpine Bank within a reasonable time not to exceed thirty (30) days after the Company received a periodic statement, of any discrepancy between the Company's record and the information in the periodic statement. 12. FEES The Company agrees to pay Alpine Bank for services provided under the Agreement in accordance with the schedule of charges attached to this Agreement as Attachment 3. Alpine Bank may change its fees from time to time upon notice to the Company. 13. LIABILITY (a) Alpine Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for its negligence in performing those services. Alpine Bank shall not be responsible for the Company's acts or omission (including without limitation the amount, accuracy timeliness of transmittal, or due authorization of any entry received from the Company) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed Alpine Bank's agent. The Company agrees to indemnify Alpine Bank against any loss liability, or expense (including attorney's fees and expenses) resulting from or arising out of any claim of any person that Alpine Bank is responsible for any act or omission of the Company, or any other person described in this Section 13 (a). (b) In no event shall Alpine Bank be liable for any consequential, special, punitive, or indirect loss or damage which the Company may incur or suffer in connection with Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from Alpine Bank's acts or omissions pursuant to this Agreement. (c) Without limiting the generality of the foregoing provisions, Alpine Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions, or other circumstances beyond Alpine Bank's control. In addition, Alpine Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Alpine Bank having exceeded any limitation upon its intro -day net fund position established pursuant to present or future Federal Reserve guidelines or in Alpine Bank's otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. (d) Subject to the foregoing limitations, Alpine Bank's liability for loss shall be limited to general monetary damages not to exceed the total amount paid by the Company for the affected ACH service, as performed by Alpine Bank under this Agreement for the preceding 30 calendar days. (e) Notwithstanding any other provision to the contrary, in the event of default under the terms of this Agreement by the Company, Alpine Bank shall have all rights and remedies available at law or in equity. 14. INCONSISTENCY OF NAME AND ACCOUNT NUMBER The Company acknowledges that, if an entry describes the receiver inconsistently by name and account number, payment of the entry may be made on the basis of the account number, even if it identifies a person different from the named receiver. 15. DATE RETENTION The Company shall retain data on file adequate to permit remaking of entries for five (5) business days following the date of their transmittal to Alpine Bank, as provided herein and shall provide such data to Alpine Bank upon its request. 16. TERMINATION Alpine Bank may amend the terms of the Agreement from time to time by notice to the Company. Either party may terminate this Agreement upon ten (10) days written notice to the other. Alpine Bank shall have no obligation to transmit entries if the Company is in default of any of its obligation under this Agreement, including the obligation to pay Alpine Bank for each credit entry. Alpine Bank shall be entitled to rely on written notice believed by it in good faith to be signed by one of the Authorized Representatives whose names and signatures are set forth on Attachment 4 of this Agreement. 17. ENTIRE AGREEMENT This Agreement (including the Schedules attached hereto), together with the Account Agreement, is the complete and exclusive statement of the agreement between Alpine Bank and the Company with respect to the subject matter hereof and supersedes any prior agreement(s) between Alpine Bank and the Company with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the Account Agreement, the terms of this Agreement shall govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation, or government policy to which Alpine 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 Alpine Bank shall incur no liability to the Company as a result of such violation or amendment. 18. NON -ASSIGNMENT The Company may not assign the Agreement or any of the rights or duties hereunder to any person without Alpine Bank's prior written consent. 19. BINDING AGREEMENT BENEFIT This agreement shall be binding upon and insure to the benefit of the parties hereto and their respective legal representatives, successor, and assigns. This agreement is not for the benefit of any other person, and no other person shall have any right against Alpine Bank or the Company hereunder. 20. HEADINGS Headings are used for reference purposes only and shall be deemed a part of this Agreement. 21. GOVERNING LAW In the event of any dispute arising out of the terms and conditions of this Agreement, the parties ee the the venue for resolution of said dispute shall be the District Court cif _ County, Colorado.The prevailing party in such litigations 1 be entitled to an award of reasonable attorney's fees and costs. This Agreement shall be construed in accordance with and governed by the law of the State of Colorado and the NACHA rules. Company Name: G Q4 le— LOU Name: ��KQ rL L - Signature: kULI-1,4— Title: 62q I p CD U / 1` Date: Alpine Bank Name: Signature: Title: /q,4/ Date: N..i `we ATTEST: n�711ir0Faof erk to thEV Board of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ohnnette Phillips Chairman ATTACHMENT 1 \0010 Transmission Location and Formatting Instructions All files will be formatted in a NACHA or other preapproved format. Transmission specifications will be established by ALPINE BANK. Personal Computer Transmissions The Company will transmit files to Alpine Bank Operation Center, 400 7th Street South Rifle, Co. 81650 (970) 625-1900. The modem line at (970) 625-1989. Hand -Delivered Files The Company will deliver files to their nearest Alpine Bank Location, to be forwarded to Alpine Bank Operation Center, 400 7th Street South Rifle, Co. 81650. ACH PROCESSING DEADLINE Processing Deadline for: Credit Entries Transmission of a file until: 3:00 two(2) business days prior to the effective date. Debit Entries Transmission of a file until.: 3:00 one(1) business day prior to the effective date. "Business Day" is a day Financial Institution is open to the public for carrying on substantially all of its business (other than Saturday, Sunday and listed holidays). "Effective Date" must be a business day or the record will be processed on the first business day following the effective date. HOLIDAY SCHEDULE (Non -Processing Days) New Years Day Martin Luther Kings Birthday Presidents Day Memorial Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Christmas ATTACHMENT 2 �► Security Procedures Alpine 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 Authorized Representative, and any such communication shall be deemed to have been signed by such person. Personal Computer File Transmission The Company's Authorized Representative will access the ACH system by utilizing the prearranged log -on procedures, remote ID and file ID. The Company' Authorized Representative will provide Alpine Bank with verification of the totals contained in the transmission by sending a facsimile transmission to Alpine Bank's Contact. In the event that the Company or the Authorized Representative is unable to fax the information, the Company's Authorized Representative will telephone Alpine Bank's Contact with the verification and also mail the information as backup on the same day transmitted. Alpine Bank will anticipate the receipt of an Alpine Bank transmission from the Company on each scheduled processing date, identified by the Company in writing and agreed to by Alpine Bank. The Company's Authorized Representative will notify Alpine Bank if a transmission will not take place on the prearranged scheduled processing date. The Company is responsible for ensuring that Alpine Bank receives the transmission each processing date indicated in the processing schedule. Alpine Bank will verify that the file totals agree with the Company information given by fax or phone. In the event of a discrepancy in the totals, Alpine Bank will call the specified Company Authorized Representative designated by an authorized signer of the Company. If an Authorized Representative is not available for notification, the file will not be processed until the Company's Authorized Representative can be contacted on the next business day. The Company is solely responsible for the accurate creation, modification, and deletion of the account information maintained on the Company's personal computer and used for Alpine Bank money transfer. The Company agrees to comply with written procedures provided by Alpine Bank for the creation, maintenance, and initiation of Alpine Bank money transfers. The Company is solely responsible for access by its employees of the data files maintained on the Company's computer. The Company is responsible for operator security procedures on the one personal computer licensed for use of the Pro gm Hand Delivered Film The Company's Authorized Representative will hand -deliver file(s) to the designated location. Each hand -delivered file will be accompanied by a transmittal letter, signed by an authorized signer on the account. The Company's Authorized Representative will provide Alpine Bank with verification of the totals contained in the hand -delivered file(s) by sending a facsimile transmission to Alpine Bank's Contact. In the event that the Company or Authorized Representative is unable to fax the information, the Company's Authorized Representative will telephone Alpine Bank's Contact with the verification and also mail the information as backup on the same day transmitted. In no case will the transmittal letter accompanying the file be construed as verification. Alpine Bank will anticipate the receipt of an Alpine Bank file from the Company on each scheduled processing date identified by the Company in writing and agreed to by Alpine Bank. The Company's Authorized Representative will notify Alpine Bank if a file will not be delivered on the prearranged scheduled processing date. The Company is responsible for ensuring that Alpine Bank receives the file in the Alpine Bank processing area on each processing date indicated in the processing schedule. Alpine Bank will verify that the file totals agree with the Company information given by fax or phone. In the event of a discrepancy in the totals, Alpine Bank will call the specified Company Authorized Representative designated by an authorized signer of the Company. If an Authorized Representative is not available for notification, the file will not be processed until the Company's Authorized Representative can be contacted on the next business day. ` of ATTACHMENT 3 PRICE SCHEDULE ALPINE BANK Software Licensing Fee/Start up Additional Software Training (if needed) Monthly Maintenance Per Transmission or File Per Transaction Originated Return Items/Notification of Change SPECIAL INSTRUCTIONS: Name I Signature U U Date S 0.00 S 0.00 S AI!9-9P 0 ,%NO Alpine Bank Attachment 4 to ACH Origination Agreement Originator Signature addendum to the ACH Origination Agreement between y (Company) and Alpine Phone # 9 70 -3A� - 9 Seo 0 Company Tax ID # 7Y — iv 000 7 2 Company and Bank agree that the origination of credits/debits for ACH files to the Company Settlement Checking Account, will not exceed $ (Exposure Limit) The Settlement Checking Account Number is: 3030ol,a %(, /«. The Company ACH Transmittal Letter for each origination must be signed by any (number) of the following: Typed Name 1. 0 Signature If more than one signature is required on the DDA Settlement Account, these same signature requirements will apply to the Company ACH Transmittal Letters. The above named signers on the Settlement Checking Account are also authorized to sign the Company ACH Transmittal Letter. The below named individuals, who do not have authority to sign the Checking Account, are hereby authorized to sign the Company ACH Transmittal Letter. Typed Name 2. Co any Name iW FEW WOW �f % reap L S- Aea Name & Title of Company Officer* Date ogle- CD TRe0-a4 t/'�; .Authorizing Compan Officer must be a signer on the DDA Settlement Account. Today's Date: Settlement Date: Company Name "Company Authorized Signer: Total Amount of Batch $ Number of items ******Direct phone number. (907) 625-1900 ext, 114 ******Modem to Modem: *****Faxed ACH transmission must be signed before transmission is processed Send Faxes to: Alpine Bank Central Operations Attn: ACH Processor Fax # (970) 945-1524 or (970) 945-1534 ****Hand deliveries must be signed when transmission is given to Bank personnel AUTHORIZATION AGREEMENT FOR AUTOMATED PAYMENTS (DEBITS) COMPANY COMPANY NAME ID NUMBER I (we) hereby authorize , hereinafter called Company, to initiate debit entries to my (our) Checking Savings (select one) indicated below and the depository named below, hereinafter called DEPOSITORY, to debit same to such account. DEPOSITORY NAME BRANCH CITY STATE ZIP TRANSIT/ABA NO. ACCOUNT NO. This authority is to remain in full force and effective until COMPANY and DEPOSITORY has received written notification from me (or either of us) of its termination in such time and in such manner as to afford COMPANY and DEPOSITORY a reasonable opportunity to act on it. NAME(S) ID NO. DATE: SIGNED PLACE A VOIDED CHECK HERE DISTRIBUTION 91Y?llA�$O: 1. Contract Book 2. 3. 4. QO-P es -tos 1. Accounting 3.