HomeMy WebLinkAboutGeorgia Bank And Trust Company Of Augusta
Augusta Richmond GA
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DOCUMENT TYPE: j~ rOC ~n!-} .
YEAR: f)J ODD
BOX NUMBER: 10
FILE NUMBER: \. Lf c;;o~
NUMBER OF PAGES: / d
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GEORGIA BANK & TRUST COMPANY
EASY PAY ACH Origination Agreement
This agr~(~ment is made this 15th day of May , 20~, by and
between: Augusta, Georgia (liThe Company") and Georgia Bank & Trust Company of
Augusta (liThe Financial Institution ").
The Complmy has requested that the Financial Institution permit it to initiate electronic signals for
paperless entries through the Financial InStitution to accounts maintained at the Financial
Institution and at other financial institutions, by means of the Automated Clearing House (the
"ACH"). The Financial Institution has agreed to do so on the terms of this Agreement.
Now, ther(~fore, the Company and the Financial Institution agree as follows:
1. Rules
The Compimy acknowledges receipt of a copy of the operating rules of NACHA (as amended
from time to time, the "Rules"). The Company agrees to comply with and be bound by the Rules.
The Financial Institution agrees to inform the Company of revisions to the Rules of which the
Financial Institution has knowledge.
2. Transmi.ssion of Entries: Security Procedures
The Company will transmit all debit and credit entries to the Financial Institution at the location,
on or before the deadlines, described on Attachment 1 to the Agreement. The Company will
conform aU 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 the Financial Institution to transmit all entries received by the Financial Institution from
the Company in accordance with the terms of this Agreement and to credit or debit entries to the
specified accounts.
3. Financial Institution Oblie:ations
In a timely manner and in accordance with the Rules, the Financial Institution 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 Complmy warrants to the Financial Institution all warranties the Financial Institution is
deemed by the Rules to make with respect to entries originated by the Company. Without limiting
I:IFORMIFORMOO2.J))C
the forego:mg, 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 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 the
Financial Institution. The Company shall indemnifY the Financial Institution 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. Provisional Credit
The Company acknowledges that the Rules make provisional any credit given for any entry until
the financicJ institution crediting the account specified in the entry receives final settlement. If the
financial institution 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. Settlemlmt
The Complmy will maintain an account with the Financial Institution 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 the Financial Institution to debit its account on the applicable settlement date in the
amount of each entry.
7. Cancelhlltion or Amendment
The Company shall have no right to cancel or amend any entry/file after its receipt by the
Financial Institution. However, the Financial Institution 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. The Financial Institution shall have no liability if it fails to effect the
cancellation.
8. Reiection of Entries
The Financial Institution shall reject any entry, including an on-us entry, which does not comply
with the re:quirements 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. The Financial Institution shall
notifY the Company by telephone of such rejection no later than the business day such entry would
otherwise have been transmitted by the Financial Institution to the ACH or, in the case of an
on-us entry, its effective entry date. The Financial Institution shall have no liability to the
Company by reason of the rejection of any entry or the fact that such notice is not given at an
earlier time than that provided for herein. The Financial Institution shall retain the right to reject
anyon-us transaction for any valid reason such as but not limited to insufficient funds or revoked
authorization.
9. Notice of Returned Entries
The Financial Institution shall notify the Company by telephone or fax of the receipt of a returned
entry from the ACH no later than one business day after the business day of such receipt. The
Financial Institution shall have no obligation to retransmit a returned entry if the Financial
Institution 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. The Financial Institution 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 the Financial Institution for the Company's account will reflect
entries credited and debited to the Company's account. The Company agrees to notifY the
Financial Institution within a reasonable time not to exceed thirty (30) days after the Company
receives a periodic statement of any discrepancy. between the Company's records and the
information in the periodic statement.
12. Fees
The Company agrees to pay the Financial Institution for services provided under the Agreement in
accordance with the schedule of charges attached to this Agreement as Attachment 3. The
Financial In:;titution may change its fees from time to time upon notice to the Company.
13. Liabili!y
(a) The Financial Institution shall be responsible only for performing the services expressly
provided tor in this Agreement and shall be liable only for its negligence in performing those
services. The Financial Institution shall not be responsible for the Company's acts or omissions
(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 ~my 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 the Financial Institution's agent. The Company agrees to indemnifY the Financial
Institution 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 Financial Institution 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 the Financial Institution 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 the
Financial Institution's acts or omissions pursuant to this Agreement.
(c) Without limiting the generality of the foregoing provisions, the Financial Institution
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 the Financial Institution's control. In
addition, the Financial Institution shall be excused from failing to transmit or delay in transmitting
an Entry if such transmittal would result in the Financial Institution's having exceeded any
limitation upon its intra-day net funds position established pursuant to present or future Federal
Reserve guidelines or in the Financial Institution's otherwise violating any provision of any present
or future ri~;k 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, the Financial Institution'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 perforriled by the Financial Institution under this, agreement for the
preceding 30 calendar days.
14. Inconsi:,tencv of Name and Account Number
The Company acknowledges that, if an entry describes the receiver inconsistently by name and
account nUllilber, 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. Data Retention
The Comp.any shall retain data on file adequate to permit remaking of entries for five (5) business
days following the date of their transmittal to the Financial Institution as provided herein and shall
provide sueh data to the Financial Institution upon its request.
16. Termination
The Financial Institution 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. The Financial Institution shall have no obligation to transmit entries if the Company is in
default of cmy of its obligation under this Agreement including the obligation to pay the Financial
Institution for each credit entry. The Financial Institution shall be entitled to rely on any written
notice belitwed by it in good faith to be signed by one of the Authorized Representatives whose
names and signatures are set forth on Attachment 4 to the 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 the Financial Institution and the
Company with respect to the subject matter hereof and supersedes any prior agreement(s)
between the Financial Institution 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 the Financial Institution 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
the Financial Institution shall incur no liability to the Company as a result of such violation or
amendment.
18. Non-As:signment
The Company may not assign the Agreement or any of the rights or duties hereunder to any
person without the Financial Institution's prior written consent. .
19. Bindilllg 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 the Financial Institution or the
Company hereunder.
20. Headir~
Headings are used for reference purposes only and shall not be deemed a part of this Agreement.
21. Governing Law
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M~oY
\';.0 Title:
Georgia Ba
(
By:
Name:
I
I Ronald L. Thigpen
Executive Vice President &
Title: ,Chief.: 'Operati'ng; OHicer
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ATTACHMENT 1
Transmission Location And Formattine; Instructions
All files will be formatted in a NACHA or other preapproved format. Transmission specifications
will be esta.blished by {Georgia Bank & Trust Company of Augusta}.
Personal Computer Transmissions
The Company will transmit files to Georgia Bank & Trust Company of Augusta, Operations
Center, 3515 Wheeler Road, Bldg. D Augusta, GA 30909.
Hand-Delivered Files
The Company will deliver files to Georgia Bank & Trust Company of Augusta, Operations
Center, 3515 Wheeler Road, Bldg. D Augusta, GA 30909.
ACH Proc,essine; Deadlines
Processing Deadline for:
Credit Entries
Transmission of a File: until 1 :00 two (2) business days prior to effective date.
Debit Entries
Transmission of a File: until 1 :00 one (I) business day prior to effective date.
"Business Day" is a day Financial Institution is open to the public for carrying on substantially all
of its busint::ss (other than Saturday, Sunday, or 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-processine Days)
Georgia Bank & Trust Company will not process files on the date observed by the Federal
Reserve Bank for the following holidays. These days are not considered business days for the
purposes of calculating file creation and delivery.
New Year's Day
MartinLuther King, Jr., Day
Presidents' Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Veterans Day
Thanksgiving Day
Christmas Day
ATTACHMENT 2
Security Procedures
The Financial Institution 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 to the ACH system by utilizing the
prearranged log on procedures, remote ID and file ID.
The Compimy's Authorized Representative will provide the Financial Institution with verification
of the totals contained in the transmission by sending a facsimile transmission to the Financial
Institution'~, Easy Pay Contact. In the event that the Company or the Authorized Representative
is unable to fax the information, the Company's Authorized Representative will telephone the
Financial Institution's Easy Pay Contact with the verification and also mail the information as
backup on the same day transmitted.
The Financial Institution will anticipate the receipt of an Easy Pay transmission from the
Company on each scheduled processing date' identified by the Company in writing and agreed to
by the Financial Institution. The Company's Authorized Representative will notify the Financial
Institution jf a transmission will not take place on the prearranged scheduled processing date. The
Company i~; responsible for ensuring that the Financial Institution receives the transmission on
each processing date indicated in the processing schedule.
The Financial Institution 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, the Financial Institution will call the
specified Company Authorized Representative designated by an authorized signatory of the
Company. If an Authorized Representative is not available for notification, then 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 inf()rmation maintained on the Company's personal computer and used for Easy Pay
money transfer. The Company agrees to comply with written procedures provided by the
Financial Institution for the creation; maintenance, and initiation of Easy Pay money transfers.
The Company is solely responsible for access by its employees of the data files maintained on the
Company's computer.
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The Company is responsible for operator security procedures on the one personal computer
licensed for use of the Program.
Hand-Delivered Files
The Company's Authorized Representative will hand-deliver file(s) to the designated location.
Each hand.-delivered file will be accompanied by a transmittal register, signed by an authorized
signatory of the account.
The Company's Authorized Representative will provide the Financial Institution with verification
of the totals contained in the hand-delivered file(s) by sending a facsimile transmission to the
Financial Institution's Easy Pay Contact. In. the event that the Company or the Authorized
Representative is unable to fax the information, the Company's Authorized Representative will
telephone the Financial Institution's Easy Pay Contact with the verification and also mail the
information as backup on the same day transmitted. In no case will the transmittal register
accompanying the file be construed as verification.
The Financial Institution will anticipate the receipt of an Easy Pay from the Company on each
scheduled processing date identified by the Company in writing and agreed to by the Financial
Institution. The Company's Authorized Representative will notify the Financial Institution if a file
will not be delivered on the prearranged scheduled processing date. The Company is responsible
for ensuring that the Financial Institution receives the file in the Easy Pay processing area on each
processing date indicated in the processing schedule.
The Financial Institution 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, the Financial Institution will call the
specified Company Authorized Representative designated by an authorized signatory of the
Company. Ifan Authorized Representative is not available for notification, then the file will not be
processed until the Company's Authorized Representative can be contacted on the next business
day.
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ATTACHMENT 3
Price Sch(~dule .
{EASY PAY}
Software Licensing Fee/Start up
$ 200.00
Setup Fee
(No Software - Consultation only)
$ 50.00
Monthly Maintenance
$ 20.00
Per Transmission or File
$ 10.00 for 1st Transmission for the Month
$ 5.00 for each additional transmission for the Month
Per Transnction Originated
$ 0.15
Per Return Item
$ 2.00
Per Notification of Change
$ 0.10
THE ABOVE-STATED FEES ARE WAIVED IN CONSIDERATION OF A
COMPEN:~ATING BALANCE ARRANGEMENT WHEREBY AUGUSTA, GEORGIA
MAINTAINS, AN OPERATING ACCOUNT WITH A MINIMUM BALANCE OF
$850,000 THAT COVERS ANY AND ALL SERVICE CHARGES ASSOCIATED WITH
THE OPERATING ACCOUNT, THE SWEEP ACCOUNT AND THE ACH
ORIGINATION AGREEMENT.
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ATTACHMENT 4
Accounts/Company Authorized Representatives
Accounts
Company Authorized Representatives
Name
Title
Signature
Phone #
ATTACHMENT 4
Accounts/C,ompany Authorized Representatives
Accounts
Company Authorized Representatives
Name
Title
Lynn M. Dunham'
Senior Cashier
Glenda A. Buc:hanan
Operations Manager
Alma L. Stephenson
Superintendl~nt of Customer Service
Linda Hooks
Application Developer
Mary K. Grady
Treasury
Lon Morrey
Comptroller
Signature
Phone #
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6) 821-1853 '
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(706) 821-1860
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. (706) 821~8
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(706) 821-2534
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,(706 21-1741 ,
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. 706) 821-2428
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