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HomeMy WebLinkAboutRESOLUTION NO. 2010-22 RESOLUTION NO. 2010-22 RESOLUTION APPROVING ONLINE AND ACH PAYMENT OPTIONS THROUGH FAIRFAX STATE SAVINGS BANK WHEREAS, the City Council of Fairfax, Iowa wishes to provide its customers with the opportunity to make online payments or have payments withheld from a bank account through the automated clearing house (ACH); and WHEREAS, the Fairfax State Savings Bank is the financial institution where the City of Fairfax has the utility payment account; and WHEREAS, the Fairfax State Savings Bank has offered to provide the online payment option free of charge to the City of Fairfax; and WHEREAS, the Fairfax State Savings Bank is willing to help the City of Fairfax generate ACH transactions. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Fairfax, Iowa, that the City of Fairfax wishes to enter into a Business Online Banking Agreement with Fairfax State Savings Bank to allow the City's customers to make online payments; and BE IT FURTHER RESOLVED, by the Fairfax City Council that the City of Fairfax that the City of Fairfax wishes to enter into an ACH Origination Agreement with Fairfax State Savings Bank to allow the City's customers to authorize the City of Fairfax to debit their bank account for payments due to the City of Fairfax; and BE IT FURTHER RESOLVED, by the Fairfax City Council of the City of Fairfax, Iowa, that the Mayor and City Clerk are hereby authorized and directed to certify this resolution of approval and the Mayor and City Clerk are authorized to sign the agreements with Fairfax State Savings Bank. Passed and approved this 9th day of March, 2010. AYES: Beer, Frieden, Otto, Magers, and Wainwright NAYS: None ABSENT: None Jas,dn Rabe, Mayor A TEST: Cynt 'a Stimson, City Clerk Business Online Banking Agreement This is an agreement between: Fairfax State Savings Bank City of Fairfax 409 Vanderbilt St and PO Box 337 Fairfax, IA 52228 Fairfax, Iowa 52228 In order to use Fairfax State Savings Bank's online banking service, "City of Fairfax" agrees to the following terms: • Due to the risk of unauthorized activity, the Bank will not allow the use of the Billpay function by the Company. • City of Fairfax agrees to inform the bank immediately of any change in personnel that would affect specific online banking usage. • It is the responsibility of the Company to ensure that only authorized personnel have access to the online banking login and password. The bank is not liable for any unauthorized logins, viewings, or transactions between accounts that may occur. The authorized signer for this Merchant/Business/Other Entity hereby agrees with the terms and conditions of this agreement. By: By: Name: Name: Title: Title: Date: Date: Fairfax State Savings Bank City of Fairfax Rev—Feb 2006 Fairfax State Savings Bank ACH Origination Agreement This Agreement dated as of is by and between(Company') And Fairfax State Savings Bank("Bank'). RECITALS A. Company wishes to initiate Debit Entries by means of the Automated Clearing House Network pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association and the local ACH Association(the"Rules) B. Bank is willing to act as an Originating Depository Financial Institution with respect to such Entries. C. 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."Entries"shall also include data prepared by Company from which Bank prepares Entries. AGREEMENT 1.Transmittal Of Entries By Company. Company shall transmit Debit(PPD) Entries to Bank at 409 Vanderbilt St, Fairfax, IA 52228, on or before the deadlines, and in compliance with the formatting and other requirements set forth in Schedule A attached hereto. The total dollar amount of Entries transmitted by Company to Bank on any day shall not exceed the amount specified in the Maximum Limit section on Schedule F.The Company acknowledges that originated entries my not violate the laws of the United States. 2.Security Procedure. (a) With respect to Entries transmitted by Company to Bank, Company shall comply with the Security Schedule B attached hereto. Company acknowledges that the purpose of such security procedure is for verification of authenticity.The security procedure is not for the purpose of detection of errors in the transmission or content of Entries. Bank and Company have not agreed on any procedure for the detection of error in content or transmission,such errors being the sole responsibility of the Company. (b) Company is responsible to establish and maintain strictly the procedures to safeguard against unauthorized transmissions. Company represents that no person will be allowed to initiate transfers without proper authority,supervision and security safeguards. Company agrees to take reasonable steps to maintain the confidentiality of the security procedures and logons, passwords, codes, security devices and related instructions provided by the Bank in connection with the security procedures described in Schedule B for the access rights granted in Schedule H. If Company has reasonable cause to believe that any such information or instructions are known or may be accessed by unauthorized persons, Company agrees to notify Bank immediately, followed by written confirmation. Unauthorized transfers will not affect the validity of transfers made in good faith by Bank prior to receipt of such notification,and Bank shall not be liable for any such transfers. 3.Compliance with Security Procedures. (a) If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to have been transmitted or authorized by Company, it will be deemed effective as Company's Entry (or request) and Company shall be obligated to pay Bank the amount of such Entry even though the Entry (or request) was not authorized by Company, provided Bank accepted the entry in good faith and acted in compliance with the security procedure set forth in Schedule B with respect to such Entry. (b)Authorized Entries may be executed by Bank with or without compliance with the Security Procedures set forth in Schedule B. 4.Recording and Use of Communications. Company and Bank agree that all telephone conversations,emails or data transmissions between them or their agents made in connection with this Agreement may be electronically recorded without prior notice and retained by either party. S.Processing,Transmittal And Settlement By Bank. (a) Except as provided in Section 6, On-Us Entries and Section 7, Rejection of Entries, Bank shall (I) process Entries received from Company to conform with the file specifications set forth in Rules, (II) transmit such Entries as an Originating Depository Financial Institution to the Chicago Federal Reserve(the"ACH')acting as an Automated Clearing House Operator,and(III)settle for such Entries as provided in the Rules. (b) Bank shall transmit or complete the necessary batch authorization of such ACH Entries by the Delivery Date deadline of the ACH set forth in Schedule A attached hereto prior to the Effective Entry Date shown in such Entries, provided (I) such Entries are received by Bank's related cut-off time set forth on Schedule A on a business day,(II)the Effective Entry Date is at least one day after such business day,and(III)the ACH is open for business on such business day. For purposes of this Agreement(x) 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 (y) Entries shall be deemed received by Bank, in the case of transmittal by tape, when received by Bank at the location set forth in Schedule A, and in the case of transmittal by electronic transmission,when the transmission (and compliance with any related security procedure provided for herein)is completed as provided in Schedule B. (c) If any of the requirements of clause, (I), (II), (III) of Section 5(b) is not met, 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. (d)Company acknowledges that the Rules make provisional any credit given for any entry until Bank receives final settlement. If 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 not paid the party. Page 1 of 14 14.Bank Responsibilities; Liability; Limitations On Liability;Indemnity. In the performance of the services required by this Agreement, Bank shall be entitled to rely solely on the information, representations, and warranties provided by Company pursuant to this Agreement, and shall not be responsible for investigating or confirming the accuracy or completeness thereof. Bank shall not be responsible for Company's acts or omissions(including without limitation the amount,accuracy,timeliness of transmittal or authorization of any Entry received from Company)or those of any other person, including without limitation any Federal Reserve Bank, Automated Clearing House 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 Bank's agent. Company shall indemnify Bank against any loss, liability or expense (including attorneys' fees and expenses) resulting from or arising out of the breach of any representations or agreements by the Company. (a)Company agrees to indemnify 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 the Bank is responsible for any act or omission of Company or any other person described in this Section 14(a). (b) Bank shall be liable only for gross negligence or willful misconduct in performing services under this agreement and damages shall be limited to actual damages. Bank shall not be liable for any consequential, indirect, special or incidental damage which Company may incur or suffer in connection with this Agreement, and shall not be subject to claims for punitive or exemplary damages. Such limitation of damages shall be effective whether or not the likelihood or such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability which may be asserted, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from Bank's acts or omissions pursuant to this Agreement. (c)Without limiting the generality of the foregoing provisions, 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 Bank's control. In addition, Bank shall be excused from failing or delaying the transmission of an Entry if such transmittal would result in Bank's exceeding any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or if, in Bank's reasonable judgment, such transmission would violate provisions of any control program of the Federal Reserve, or any other rule or regulation of any other U.S.governmental regulatory authority. (d) Subject to the foregoing limitations, Bank's liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved.At Bank's option, payment of such interest may be made by crediting the Account resulting from or arising out of any claim of any person that Bank is responsible for any act or omission of Company or any other person described in Section 14(a). 15.Inconsistency Of Name And Account Number. Company agrees that, if an Entry describes the Receiver by name and account number inconsistently, payment of the Entry may be made by the Receiving Depository Financial Institution (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by the Company, even if it identifies an entity or person different from the named Receiver. Company shall be obligated to pay the amount of the Entry to Bank under such circumstances. 16.Notifications Of Change. Bank shall notify Company of all notifications of change received by Bank relating to Entries transmitted by Company by mutually agreeable means, no later than one business days after receipt thereof. 17.Payment for Services. Company shall pay Bank the charges for the services provided in connection with this Agreement, as set forth in Schedule C attached hereto, as amended from time to time.All fees and services are subject to change upon 30-calendar days prior written notice from Bank to Company.Company shall be responsible for payment of,any sales, compensating, use,excise,value added, utility or other similar taxes relating to such services whether or not listed in any schedule. 18.Amendments. From time to time Bank may amend any of the terms and conditions contained in this Agreement, including without limitation,any cut-off time,any business day,and any part of Schedules A through I attached hereto. Such amendments shall become effective upon receipt of notice by Company or such later date as may be stated in Bank's notice to Company. 19.Notices,Instructions,Etc. (a) Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Company or any other person,or to provide any notice or advice to Company or any other person with respect to any matter. (b) 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 an Authorized Representative. The names and signatures of Authorized Representatives are set forth in Schedule D attached hereto. Company may add or delete any Authorized Representative by written notice to Bank signed by at least two Authorized Representatives. Such notice shall be effective on the second business day following the day of Bank's receipt thereof. (c)Except as otherwise expressly provided herein,any written notice or other written communication required or permitted to be given under this Agreement shall be delivered,or sent by United States registered or certified mail,postage prepaid,or by express carrier,and,if to Bank,addressed to: Page 3 of 14 Bank may waive enforcement of any provision of this Agreement.Any such waiver shall not affect Bank's rights with respect to any other transaction or modify the terms of this Agreement. 30.Binding Agreement; Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and 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. 31.Headings. Headings are used for reference purposes only and shall not be deemed a part of this Agreement. 32.Sever ability. In the event that any provision of this Agreement shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 33.Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Iowa and NACHA rules. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers. Bank Company Fairfax State Savings Bank By By Name: Name: Title: Title: Page 5 of 14 Fairfax State Savings Bank ACH Origination Agreement Schedule B Security Procedures 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 Company's Authorized Representative. Bank will anticipate the receipt of the ACH transmission from Company on each scheduled processing date identified by Company in writing and agreed to by Bank. Company's Authorized representative will notify Bank if a transmission will not take place on the prearranged scheduled processing date.Company is responsible for ensuring that Bank receives the file/batch/diskette on each required processing date. Bank will verify that the file totals agree with Company information as provided pursuant to Schedule A. In the event of a discrepancy in the totals, Bank will call the specified Company Authorized Representative designated by an Authorized Representative of Company. If an Authorized Representative is not available for notification,then the file will not be processed until Company's Authorized Representative can be contacted on the next business day. Company is solely responsible for the accurate creation, modification, and deletion of the account information maintained on Company's personal computer and used for ACH funds transfer. Company agrees to comply with written procedures provided by Bank for the creation, maintenance,security and initiation of ACH funds transfers. Company is solely responsible for access by its employees of the data files maintained on Company's computer. Company is responsible for operator security procedures on the one personal computer licensed for use of the Program and shall take all reasonable security procedures with respect thereto. Company's Authorized Representative will hand-deliver files(s) to the designated location. A transmittal register, signed by an Authorized Representative,will accompany each hand delivered file. Bank will anticipate the receipt of an ACH file from Company on each regularly scheduled processing date. Company's Authorized Representative will notify Bank if a file will not be delivered on the prearranged scheduled processing date. Company is responsible for ensuring that the Bank receives the file in the ACH processing area on each processing date. Page 7 of 14 ACH Origination Agreement Holiday Schedule ACH Non-Processing Days 2010 New Year's Day January 1 Martin Luther King Day January 18 Presidents' Day February 15 Memorial Day May 31 Independence Day July 5 Labor Day September 6 Columbus Day October 11 Veterans Day November 11 Thanksgiving Day November 25 Christmas Day December 25 Page 9 of 14 Fairfax State Savings Bank ACH Origination Agreement Schedule F ACH File Processing Limits An ACH File Processing Limit of$has been established for ACH files the Company sends to the Bank for processing. Establishing this limit is to reduce credit risk and is approved by a Bank Authorized Representative having the authority to make credit decisions. If a file is received for processing exceeding the established ACH File Processing Limit,the ACH Processing area will contact a Bank Authorized Representative for permission to process the file. The file exceeding the limit will be processed at Bank's discretion but will not be processed until this permission has been obtained. The Company acknowledges files may be delayed in processing due to the timing in receiving the file and obtaining permission to process the file. If the Company knows they will be sending in a file that exceeds the processing limit, it is advised to notify the Bank in advance to obtain the permission to process a file over the limit before sending the file for processing. Company Name: By: Authorized Signature Print Name: Title: Date: Fairfax State Savings Bank By: Authorized Signature Printed Name: Patrick Slater Title:Vice President Date: Revised Schedule F:August 17,2007 Page 11 of 14 Fairfax State Savings Bank ACH Origination Agreement Schedule H Sample Authorization Agreements Schedule H: Direct Deposit Sample Authorization Agreement Direct Deposit Authorization Form I (we) hereby authorize hereinafter called COMPANY, to initiate credit entries to my (our) account indicated below and the financial institution named below, hereinafter called DEPOSITORY,to credit the same to such account. I (we),also, authorize the COMPANY to initiate debit entries to my(our)account indicated below and the DEPOSITORY to reverse any credits made to such account in error.This authority is to remain in full force and effect until COMPANY 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. Date Name(Print) Financial Institution Name Employee Number/SS# Account Number Financial Institution Number Signature CHECK ONE: I am not currently participating in the Direct Deposit Program []ADD-Deposit my pay to the account shown.* I am currently participating in the Direct Deposit Program [] CHANGE-Change financial institutions and/or account number.* []CANCEL-Stop my participation in the program Due to the time required for COMPANY and bank processing,allow one or two pay periods for processing. You will receive a regular paycheck until the change can be processed. IMPORTANT! CHECK TYPE OF ACCOUNT: [ ] CHECKING TAPE YOUR VOIDED CHECK HERE NOTE: Always get the Financial Institution Number from a check, never use the information from a deposit slip Page 13 of 14