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HomeMy WebLinkAboutResolution_43-95/96_09/24/1996 RESOLUTION NO. 43 -95196 i A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING AN AUTOMATED CLEARING HOUSE (ACH) AGREEMENT BETWEEN THE VILLAGE OF TEQUESTA AND BARNETT BANK OF PALM BEACH COUNTY AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE SAME ON BEHALF OF THE VILLAGE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. The Automated Clearing House (ACH) Agreement between the Village of Tequesta and Barnett Bank of Palm Beach County, attached hereto as Exhibit "A" and incorporated by reference as a part of this Resolution, is hereby approved, and the Village Manager of the Village of Tequesta is authorized to execute the same on behalf of the Village of Tequesta. THE FOREGOING RESOLUTION WAS OFFERED by Councilmember Me de r who moved its adoption. The motion was seconded by Councilmember Hansen and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Joseph N. Caprett Carl C. Hansen Ron T. Mackail Michael R. Meder Elizabeth A. Scha The Mayor thereupon declared the Resolution duly passed and adopted this 24th day of September, A.D., 1996. MAYOR OF TEQUESTA Ron T. Mackail ATTEST: Joann Manganiello Village Clerk wp60 \res \43 -95 • ACH AGREEMENT (BCH ACCOUNTS ONLY) This Agreement is executed this day of C 7 by and between ( "the Company "), and Barnett Bank of ( "the Bank "). Whereas, the Company wishes to initiate ACH transactions through the Bank to accounts maintained at the Bank and other banks and financial institutions, by means of the Automated Clearing House ( "ACH ") operated by the Federal Reserve Bank and/or its Branches or such other ACH Operator that the Bank deems appropriate, in accordance with the Operating Rules of the National Automated Clearing House Association in effect from time to time ( "Rules ") and any other rules of any clearinghouse through which the ACH transaction takes place; and WHEREAS, the Bank wishes to permit the Company to initiate such entries through it in • accordance with the Rules. Now, Therefore, in consideration of the mutual promises contained herein, the Company and the Bank agree as follows (unless otherwise indicated all capitalized terms herein shall have the same meaning ascribed to them in the Rules): 1. Rules. The Company agrees that all entries and notices initiated hereunder shall be governed by the Rules, and further agrees to be bound by and to comply with the Rules. The duties of the Company provided in this Agreement shall in no way limit the Company's obligation to comply with the Rules. 2. Bank Obligations. In accordance with the Rules, the 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 described in Exhibit A which is attached hereto and made a part hereof (the "Security Procedures "). 3. Transmission of Entries. The Company will transmit all debit and credit entries to the Bank at a prearranged location not later than bank business days prior to the Settlement Date. For the purpose of this Agreement, the "Settlement Date" with respect to any entry shall be the day when such entry is posted to the account of the Bank in accordance with the Rules. The Company will conform all entries to the format, content and specifications contained in the • Rules. The Company authorizes the Bank to transmit all entries received by the Bank from the Company • in accordance with the terms of this Agreement and to credit or debit such entries to the specified accounts. 4. Warranties. The Company warrants to the Bank all warranties the 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 the 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 Rolm; (d) the Company will comply with the terms of the Electronic Fu n& Transfer Act, if applicable, or the Uniform Commercial Code Article 4A, if applicable, and sbaU otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations. The Company shall indemnify the 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 warranties or agreements. 5. Previsional Credit. The Company admowledges that the Rules make provisional any credit given for an entry until the bank crediting the account specified in the entry receives final settlement. If the 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 the 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 fluids sufficient to cover all credit entries initiated by it. The Company authorizes the Bank to debit its account on the applicable Settlement Date in the amount of each file. 7. Balance, Check and Hold Settlement. In connection with the ACH services provided herein, Bank may at any time by notice to the Company require the Company to comply with the provisions of this Section 7, in which event the provisions of this Section 7 shall supersede any conflicting provisions in Section 6 hereof. The Company will maintain in its account with the Bank on the date the Company's file is presented to the Bank, immediately available funds sufficient to cover all credit entries initiated by the Company. The Company authorizes the Bank to debit its account on such presentment date in the amount of each file presented The Company understands that the file will not be processed until sufficient funds are available. If funds are not available on the effective date, the file will be deleted and not processed. S. Cancellation or Amendment. The Company shall have no right to cancel or amend any entry/file after its receipt by the Bank. However, the 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 request must comply with the Security Procedures. The Bank shall have no • liability if it fails to effect the cancellation. 9. Reiection of Entries. The 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 this Aunt. The Bank shall notify the Company by phone of such rejection no later than the business day such entry would otherwise have been transmitted by the Bank to the ACH or, in the case of an on -us entry, its effective entry date. 10. Notice of Returned Entries. The Bank shall send notice to the Company by mail or other mechanism agreed to by the Company and the Bank of the receipt of a returned entry from the ACH no later than one business day after the business day of such receipt. The Bank shall have no obligation to re- tiaasmit a returned entry if the Bank complied with the terms of this Agreement with respect to the original entry. 11. Bank Reimbursements. Upon demand by the Bank, the Company will promptly provide immediately available funds in such amounts as are necessary to reimburse the Bank for any debit entry which is rejected or returned for any reason including but not limited to failure or closure of the institution being debited The Company also agrees to cover the amount of any adjustment notice relating to any such entry. 12. Revenals. The Company may initiate a reversing entry or file of entries as permitted by the Rules. • 13. Fees. The Company will compensate the Bank for providing the services referred to herein at the prices set forth in the Fee Schedule provided to the Company. Prices set forth on the Fee Schedule are subject to change with thirty (30) days' written notice to the Company. 14. Limitation of Liability. The Company assumes responsibility for the accuracy and completeness of all information submitted to the Bank at any time and the Bank shall net be liable for any damages resulting to the Company from any forged, false, incorrect, incomplete or misleading information provided to the Bank by the Company. In the event that any entry or file of entries is delivered to the Bank by an agreement of the Company, the Bank shall be Billy protected in acting in reliance on such entry or file of entries and need not inquire of the Company as to whether the same is duly authorized. The Bank shall not be liable for failure to provide the services herein if due to causes or ccnditions beyond its control. The Bank shall be responsible only for performing the services expressly provided for in the Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those services. In no event shall the Bank have any liability for any consequential, special, punitive or indirect loss or damage which the Company may incur or suffer in connection with this Agreement. The Bank's liability shall not exceed the amount of the ACH transaction at issue. • IS. PC -ACH Pro vWM The following provisions, in addition to the other provisions of this ACH Agreement, shall apply to the PC -ACH product and any PC terminal initiated transfers. The • Company shall control access to the Company's PC password and related ACH software. The Bank is entitled to conclusively rely on the fact that any entry made through the Company's PC or using the Company's password is authorized. The Company understands and agrees that the Company may copy the PC -ACH software for back -up and archival purposes only and that the right to use the software shall be limited to use under this Agreement and pursuant to the terms of this Agreement. The PC -ACH software shall be returned upon the termination of this Agreement. The Bank is providing the PC -ACH software to the Company on an AS IS basis and WITHOUT ANY EXPRESS OR DeLL®WARRANTIES, INCLUDING OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. When the Bank receives the Company's PC -ACH file transmission and the Bank traommits the file total verification record back to the Company, the Company is responsible for verifying that the file totals the Bank remved equal the file totals the Company originated. 16. Bankruptcy. In the event the Company files for protection under the United States Bankruptcy Code, the Company agrees to provide immediate oral and written notice to the Bank and any obligation on the Bank's part is immediately terminated. 17. Miscellaneous. • Account Agreement. The terms and conditions of this Agreement supersede any prior agreements, whether oral or written, relating to ACH services. Amendments. The ACH Agreement may be amended by the Bank from time to time by sending a copy of any proposed amendment to the Company at least thirty (30) days prior to the effective date thereof, which amendment shall automatically become effective on the proposed effective date unless this Agreement is terminated by you in the manner and time provided in this Agreement. This Agreement may also be amended, from time to time, in writing and signed by all parties hereto. Termination. Either party may terminate this Agreement upon written notice to the other, provided that the applicable portions of this Agreement shall remain in effect with respect to any entries initiated by the Company prior to such termination. Governing Law and Venue. The terms and conditions of this Agreement shall be governed by the laws of the State of the principal location of the Bank. Venue for the purpose of any dispute arising under this Agreement shall be the location of the principal place of business of the Bank. 18. Waiver of Jury Trial. The Company WAIVES THE RIGHT TO A TRIAL BY JURY in any dispute with the Bank arising under this Agreement. • Agreed to and Accepted ►� B ��L�yl Titl&MWe VILLAGE OF TE ESTA P.O. BOX 3273 On behalf of IMUESTA. FLORIDA 33469 Name of Company *By: Title/Date *On behalf of Name of Company Authorized by Bamett Account Officer at the Bamett Bank of By: `� Tide/Date � 1 * If account requires 2 signatures