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CITY OF SAN BERORDINO - REQUESTCOR COUNCIL ACTION
From: FRED WILSON, ACTING DIRECTOR.. OP PINANCE
S b' t DIRECT DEPOSIT PROGRAM
U lec: .
PINANCE
Dept:
Date: 8/14/92
Synopsis of Previous Council action:
NOllIE
Recommended motion:
ADOPT RESOLUTION
$ills;,,,",,,,,
Contact person:
ROGER CLOUD, SENIOR ACCOOllTAIl'1'
Phone:
en. 5345
Supporting data attached:
Ward:
FUNDING REQUIREMENTS:
Amount:
Source: (Acct. No,)
(Acct, DescriPtion)
Finance:
Council Notes:
75.0262
Agenda Item No IS
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CITY OF SAN BE~RDINO ... REQUESOOR COUNCIL ACTION
STAFF REPORT
Attached are the proposed agreements with First Interstate Bank of
Ca1ifornia to initiate an automatic "direct deposit" program for
the City employees' payroll checks. This program will allow
emp10yees to have their pay go directly to a bank of their choice.
There wi11 be no cost to the emp10yee and wi1l save the city
approximate1y $2,600 to $2,900 annua11y by reducing the number of
checks to be processed by First Interstate. Cost for the necessary
software and training wi11 be approximately $1,200, p1us any
hardware such as modems, cables, etc., as needed.
If these agreements are approved and al1 app1icable and required
purchases of computer SOftware/hardware have taken p1ace, it is
estimated by the bank that the advance time for insta11ation and
testing should be around six (6) weeks (late October or ear1y
November) .
75-0264
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1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH FIRST INTERSTATE BANK TO PROVIDE
3 DIRECT DEPOSIT SERVICES FOR THE EMPLOYEES OF THE CITY OF SAN
BERNARDINO.
4
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
5 SAN BERNARDINO AS FOLLOWS:
6 SECTION 1. The Mayor of the City of San Bernardino is hereby
7 authorized and directed to execute on behalf of said City an
8 agreement with First Interstate Bank to perform direct deposit
9 services for the employees of the City of San Bernardino, a copy
10 of which is attached hereto marked Exhibit "A" and incorporated
11 herein by reference as fully as though set forth at length.
12 SECTION 2. The authorization to execute the above referenced
13 agreement is rescinded if the parties to the agreement fail to
14 execute it within sixty (60) days of the passage of this
15 resolution.
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1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH FIRST INTERSTATE BANK TO PROVIDE
2 DIRECT DEPOSIT SERVICES FOR THE EMPLOYEES OF THE CITY OF SAN
BERNARDINO.
3
4
5
6
7
8
I HEREBY CERTIFY that the foregoing reso1ution was duly_adopted by
the Mayor and Common Counci1 of the City of San Bernardino at a
meeting thereof, held on the
1992, by the f0110wing vote, to wit:
day of
COUNCIL MEMBERS
MM
l'!Ax.a
ABSTAIN
ABSENT
ESTRADA
9
REILLY
10
HERNANDEZ
11
MAUDSLEY
12
MINOR
13
POPE-LUDLAM
14
MILLER
15
16
CITY CLERK
17
18
19
20
2]
The foregoing res01ution is hereby approved this
, 1992.
day of
W.R. Holcomb, Mayor
City of San Bernardino
22 Approved as to form
and lega1 content:
23
JAMES F. PENMAN
24 City Attorney
25 /:\L_'_ V/? n
26 BY:/~~
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ACH-lERMS AND CONDmONS
1. CONlROI1 JNG DOC( IMENrS AND lAW. CusroMER's participation in the ACH Services ("Scr-.lices") Uld the resolution
of MY disputes arising from CUSI'OMER's use of the Senices, shaIJ be governed by these Terms and Conditions (including any aIIach-
meats lhermI). BANK's User Guide or other Senice pro ''\&' description ("user guide"). BANK's I1lIes..-ruing deposit .x:ounls, any
~b\e softwwe IiQI:pse agreements (whether or not executed by CUSTOMER), (collectively, the "ACH Agreematts"). the ACH
operaIiag rules ill ef!ect from time to time (spedfically including, but not 6mited to. the National Automated Clearing House "-c:iation
C"NAaIA") Operating Rules and Guidelines) (collectively, the "Rules"). BANK's Tape DeIivery/frsnsmission Schedule Uld h1ide 4A of
the Uniform Commen:iaJ Code, ... and if, enacted in the Slate of the BANK which received the EntJy. CapUIized terms used in these
Terms and Cooditions which me not de6ned herein shaIJ haYe the same meaning as in the NACHA Rules or Artide 4A of the Unifonn
Commen:iaJ Code, as amended from time to time. as the context indicates.
2. SRRVICFS.
,.
A. Receipt lIDd Tnuunnission of Funds Transfer lnstruc:Doas lIDd' PlI)'IIlent File Information; Cuto4" n-dlines.
CusroMER~ that the aeation, compilation, deIiYery Uld ~ of Entries shaIJ be in acamIance with BANK's QltoJ[ dead-
lines and these Terms and Conditions. Except as otherwise (ll"OVided. BANK wUI process Entries within the time fnmes -1lIiIhed by the
Tape DeliveryJThon.....leoloft Schedule. Entries received by BANK after its cutoff deadline may be treated as received on the next Business
Day. For seauiQt of BANK and CUSTOMER. BANK may change uy cutoff deadline at any time upon notice to CUSTOMER. CU&
TOMER walTalltS that... Entries me COIll(Ilete.ICCIlI'Ile and aulhorbed. BANK may process Entries to Receiving I>epositoty F'UlIlICiaI
I"stitulions ("RDFIs") directly or through any mechanism oeIected by BANK.' ,
B. Ealzy. UmiCs. The total tloUar ~t of EDtries pn.....lH... by CUSTOMER to BANK under eachACH SOr-.rices oa MY
one day shaIJ not exceed the lesser of collec:ted Uld -uabIe """!ICeS .in CUSTOMER's Account or the crmit Wait esUbIiihed by BANK. .
CUSTOMERauthorizies BANK to c:Iwze its Accounts with BANlC and other IinanciaIInstitutions in the MIOllnt of CUSTOMER's Entries.
C. HoaoriDg Ealzy Iaslruclioas. BANK wUI honor CUSTOMER's EDtries (mduding adjusting Entries and Eoby CIftC.'eIIa.
lions) onlY when CUSTOMER bas complied with these Terms and Cooditions. BANK wUI be under no obligation to honor. either ill whole
or ill put, MY such Enby wbich: (8) ill the c:ase of Credit Entries. exceeds CUSTOMER's collected Uld available funds on deposit with
BANK; (b) is not ill 8ClCIOl"dance with MY condition indicated by CUSTOMER Uld qreed to by BANK: (c) BANK beIieYes may not be
authorized by CUSTOMER or the ReceiYer; (d) iawolves funds subject to a hold. ~ or legal process (IC'eYeftling their wilbdrawaJ; (e)
would mIate MY provision of MY present or future risk control pI1IInlIl of the FecIeraJ Reserve or MY current or future rule or re,ulation
, of any other federal or state reguIatoty authority; ro is not in acoordance with any other requirement ~ in the Terms and Conditions or
: any BANK policy, (Il'ClCedure or pr'Idice; or. (g) for the protection of BANK or G:USI'OMER. BANK bas reasonable cause not to honor an
' EntJy. -C-' . . .
D. Re;ected Eulries. In the EYent an entJy is ~ by BANK for any reason whatsoever. It shaIJ be the responsibility of
CUSTOMER to remake tile EDtJy.
E. Recumed Eulries. In the _t an EntJy is returned by any ACH Pro : III ar for MY reason whatsoeYer, BANK wUI submit
the EDtJy back to CUSTOMER for further instructions from CUSTOMER. if any; provided, however. that BANK shaIJ remake such Entries
in any case where the relum was due to BANK's mifhsndling and sullic:ient data is available to BANK to permit It to remake the Entries.
CUSI'OMER shaIJ retain and provide BANK. upon request, all infonnation itecessary to remake any IiIe of Entries until mldnigbt of the
third banking day foUowing the Effective EntJy Date. BANK wUI debit/aedit CUSIOMER's Account for Entries that me returned to the .
BANK. Unless the relum is caused by BANK's failure to properly ~ an EntJy. BANK bas no obligation to credit CUSI'OMER's
Account With interest on the amount of any returned EntJy it bas debited from such Account
F. Immediate\y Available Funds; Elfectiw EntJy Date. CusroMER will receiYe funds for any Debit EntJy on the Elfective
EntJy Date for that EDtJy, subject to the right of BANK to make adjustments pursuant to these Terms and Conditions.
G. Inconsistent Beneficiary lIDd InlermediaJy BANK Information. If CUSfOMER issues an EntJy which desCribes the
Receiver. the RDFl or any intermediary bank(s). inconsistently by name and aa:oun~ or identifying numbers, payment of the EntJy might
be made on the basis of the aa:ount or identifying numbers _ if it identifies a person or bank different from the named Receiver or
RDFL CUSfOMER authorizes payment of such Entries solely on the basis of the designated account or identifying number(s), even
though the payor knows or bas reason to know of the inconsistency. and that CUSfOMER's obligation to pay the amounl of the Entry 10
BANK is not exQlsed in such circumstances,
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3. sEClmfIY PROCF.DlIRES.
A. Selection of a SecuriC;y Procedure. BANK and CUSfOMER have qreed to one or more securiC;y procedures. which must
be used by BANK and CUSfOMER in connection with any Entry ("Security Proceduresj.
B. Protection of SecuriC;y Procedures. BANK shall issue to CUSfOMER certain identifICation numbers, passwords or other
validation procedures (collectively. "Codes"). CUSfOMER shaIJ ensure thaI the Security Procedure(s) and the Codes will only be dis-
closed to. and used by authorized individuals required 10 know or use them for initiation of Enbies, Should CUSfOMER or its agents have
reason to believe that any of the Codes has or may have become known or used by unauthorized individuals. CUSfOMER shall immedi,
ately notify BANK by telephone and agrees to confinn the oral notification in writing within 24 hours. CUSfOMER shall be solely liable (or
Entries initiated before BANK has received such nOlice and has had a reasonable opportunity to act on such notice, BANK will replace the
compromised Codes in accordance with BANK's security requirements, BANK reserves the right 10 change any or all o( the Codes at any
time by giving oral or written notice to CUsroMER.
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4. ERRONF-DIIS ENlRIES TRANSMITf'1:"D OR AlrIHOR17.F.n BY CIISTOMER I( BANK receives an Enlly (inclucling an
a<\iusting or cancellation Enlly) which is transmitted or authorized by CUSfOMER and is erroneous in any way. CUSfOMER shaD be
obJipted to pay the amount o( such Enlly as proVided herein whether or not BANK complied with the apprlCllble Security I'rocedure (or
such Enlly,
5. CONFIRMATION: ACCOIJNr RFmNCIUATION. CUsroMER agrees to regularly and promptly review all Entries and
other communications sent to CUSfOMER and to immediately notify BANK if CUSI'OMER disc:oYers any error or cIisc:repanc:y between
CUSI'OMER's records and any BANK notice or statement, or any transfer CUSTOMER beIi~ Was not authorized by it
. .
<<CUSfOMER {i;;1s to immediately notify BANK o( such discovery or, in any event, i( CUSfOMER fails 10 notify BANK of any such
error. disc:repancy or unauthorized transfer within fourteen (14) days foUowing the day BANK first mails or otherwise makes available to
CUSI'OMER BANK's noti6caIion. CUSfOMER agrees fm addilion to any other applicable limitations on BANK's liability or any other
indemnity from CUSfOMER 10 BANIQ, that, in the case of an erroneous Enby or transfer. CUSI'OMER will be liable for all losses
fmduding any Joss of interesl,) up to the amount thereo~ which result from CUSI'OMER's failure to give BANK such notice orwhich might
have been prevented by giving BANK IIIch notice, and. in the case of an unautltorized Enby or transfer. BANK wiD not be IiabJe for any
Joss of interest which results from CUSI'OMER's failure to give BANK such notice or which might have been prevented by giving such
n~ .
<<CUSI'OMER f:aiJs to notify BANK of any such error or discrepanc:y within one hundred twenty (120) days following the day BANK
lint mails or otherwiae makes available to CusroMER BANK's notification described above, CUSTOMER shaJJ be precluded from
asserting such cIisc:repanc:y against BANK.
6. CUS'JOMRR RRPRESF.NI'ATIONS. CUSTOMER represents and wanants to BANK that it has obtained audtoriz:lliona from
Reccivas for Credit and/or Debit Entries to those R<<eivers' _nts at particjpating financial institutions fmcluding thOlle BANK
branches which mainWn Reod-.' accounts) to enable BANK to perform the ACH SeMce. U Credit Entries are ftina!ed.under the
ACH Service, the ~ authorizations shaJJ cxpressIr auiIiorize BANK to tnnsmit Debit Entries to reino.e aiIy __ bIcIs
transfer(s) to Receivoe._' _Is, and shaJJ further authorize CUSfOMER to meae to BANK.u information COIICleI'lIin6 Its Ret:eM:n that
is requiRd by BANK to enable it to rec:over such bIcIs ~ CUSTOMER shaD ceue initiating Entries for a Receiver's account(s)
immediately upon CUSTOMER's receiving -.J or COIllIlruCliYe notice of the tennin&lion or revocstion of the Receiver's authorization and
BANK shaD have 110 liability for Entries transmitted with respect to such ~ CUSTOMER wID retain the original or a CllltlY of esc:h
authorizadon 11eCeiV\:d by CUSI'OMER for six years after termination or revocation of the authorization and shaD provide BANK copies of
such authorization upon BANK's request.
7. CONFmRl\l1TAUIY. Each party hereto replesenls, wanantsand mutuaDyagrees that.u infonnation concemingthe other
party or parties which comes into its pors! ssion pursuant to the Service (including, software licensed to CUSI'OMER. user-guides or any
~ codes or keys) wID be maintUled as conlidenf!aI and shall ~ be used, or divulged to any other perty eJCjc:ept as may be De.: 'Y '
or advisable for the due performance of any of the Semces or as required by applicable law. ~' , . ... . , .
8. ~ UnlessotherwiaeBgRed in writing. CUSTOMERshaJJ pay BANK the fees and amssllleuts set forth for the Service in
the most current price quoted by BANK. plus HditionaJ fees for any extraordinary services. In addition. CUSTOMER shaD pay BANK any
lues levied or based on the fees c:hargl!d as a result of CUSTOMER's participation in the Services. including state or IocsI privilege or
excise taxes based on gross revenue, and any laxes or amounts in lieu thereof paid or payable by BANK. excluding BANK income taxes.
U CUSI'OMER obtains account analysis services from SANK, the amounts due hereunder may ~ clw'ged to analysis. U
CUSI'OMER does not obtain _nt analysis serW:es or if CUSI"OMER's analysis credits are insullicieitt to pay the amounts due hereun-
der. CUSI'OMER agrees to pay such amounts directly to BANK upon demand. CUSI'OMER agrees that BANK may debit its Accounts for
any and .u fees payable under these Tenus and Conditions.
9. UMITATION OF IJABIUIY. BANK's liability under the ACH Service shaD be limited exclusively to actual JIl"M!D damages
arising directly from its own gross negJigence or willful misconduct. Any compensation claims of CUSfOMER shall be calculated in
aocordance with the NACHA Rules. BANK shall be liable for incidenlal expenses and inlea!sllosses to CUSI'OMER if BANK fails to
properly execute any Payment Order. Otherwise, BANK shall not under any circumstances, be liable for any special, incidenlal. indirect,
consequential or punitive losses or damages, including withoutlimilation losses or damages from subsequent wrongful dishonor or
resulting from BANK's acts or omissions. whether or not the likelihood o( such losses or damages was known by either party at the time
CUSfOMER begins participation in the ACH Services or at any time CUSfOMER delivers an Enlly to SANK. In addition, BANK shall not
be liable for any losses or damages caused, in whole or in part, by the action or inaction o( CUSfOMER, or any agent or employee of
CUSfOMER. whether or not such action or inaction constitutes negligence or a breach o( these Tenns and Conditions.
BANK shall not be liable for any damage, loss. liability or delay caused by -.:cident, strike. fire. Oood. war. riot, equipment
breakdown, electrical or mechanical failure. acts of God or any cause which is reasonably unavoidable or beyond its reasonable control.
CUSfOMER agrees that the (ees charged for the perfonnance of the Services hereunder shall be deemed to have been established in
contemplation of these limitations on liability,
CUSfOMER acknowledges that the reconSll1lction o( events causing CUSfOMER to sustain damages becomes difficult and may
be inaccurate more than one year following the OCCUlTence o( such events. Therefore. CUSfOMER agrees that any claim. action. suit or
proceeding against BANK for damages resulting in any respect from its acts or omissions in the perfonnance of the Services must be
brought within one year from the date of such BANK's alleged act or omission,
CUSfOMER agTees to immediately notify BANK of any claim by CUSfOMER, or any claim that is made to CUSfOMER by a
third party. that any act or omission by BANK in connection with the Services has caused CUSI"OMER or such third party to sustain any
damages,
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.10. INDF.MNIFlCATION. CUsroMER agrees to indemnify, defend and hold BANK, its parent company, alli1iates and subsidiar.
ies, directors, oflioers. employees and ogents harmless (rom and apinst any Amage, loss or liability o( any kind. including without
Iinlilalion. reasonable _rneys' fees and court coSts; which result directly or indirectly. in whole or in part, from the Services provided
hereunder,
11. COOPERATION IN UlSS ~FiYlVln>V EFFORTS In the event of any damages (or which BANK orCUSl'OMER may be
liable to any o( th.e others or.to a third pII1y pursuant to the Service. BANK and CUSfOMER will undertake noasonable efforts to CIOOpera/e
with each other (as permitted by llpplicable law) in performing loss recovely efforts and in connection with anyaction(s) that the R!levant
pII1y may be.o~ to defend or elect to pursue apinst a third party. . .
12. OISTOMER'S RFiYlllM. These Terms and Conditions and the per(otman<:Ie by BANK o( the SeMoes hereunder shaD not
R!lieve CUSfOMER o( any obligaljon imposed by law or conlnct regarding the maintenance o( records or (rom employing adequate audit,
accounling and review practices as are 0ISl0mari1y (ollowed by similar businesses.
13. DE<lIGNATION OF ANY\IINI'S. Punuant to the CUSTOMER's purchase o( the Senioes, CUSI'OMER will need to designate
accounts for spec:ilic pUrpc1S5. CUsroMER agrees to provide to BANK in writing the designations requin!d by the SeMoes pun:hased
H~, in the absence o( such written desienation, the course of dealing between BANK and CUSTOMER shaD take the place o( a
written designation.
14. CRF.nIT RRVWw CUSTOMER is subject to satisCactOly credit review by BANK from time to lime, at BANK's sole option and
discraion. and in accordance with BANK's esIabIished credit aiteria. CUSTOMER shaD. upon BANK's request, provide to BANK any
such credit-relalecl iaformation and . "'Il.,~ as BANK may RqWre to perform any such review. Failure o( CUSTOMER to meet such
standards or to provide such iafonaalioa or-.lstance when requested shaD constitute a breach of these Tenns and Conditions and shall
permit BANK to terminate CUSTOMER's ....~n in the Senice.
15. AMRNDMRNT AND 1F.RMlNATION. BANK may amend \he Tennsand Conditiqfts or its User iuldi::'fromiIine to time by
Jivin&'written notice to CUSTOMER or byseadiag CUSTOMER a copy o(the amended documeals to CUSTOMER'Baurent billing
Iddras. Either pII1y may terminate CUSTOMER's participation in the Service by giving written notice to the other pII1y.
16. GOVERIIIINr. IAW_ TheseTennsand Conditions shaD be eovemed by the laws o(the state where BANK's principal p!aoeo(
business is Ioc:ated.
17. Nan~, AD written notices to BANK shaD be delivered or mailed to CUSTOMER's ollice o(account Noticesseot to CUS-
TOMER shaD be deIiYered or mailed to CUSTOMER's current billing address.
; 18. BINDING ARRMllATION PRor.RAM. The Service and CUSTOMER's participation thereill'BhaII be subject to the terms o( ,
!l^M<'s 8indiog Arbitratioa Prop.... a copy of which has been prcwided to CUSlOMER and which is incorporated hftn by reCelence.
19. SPRNFII' PERFnRMANI'R CUSTOMER agrees that IIlOOey damIges would not be sullicient n:medy for any breach of
theseTerms and ('.ondilions and that BANK shaD be entitled to spec:ilic pedonnanc,e, in additioa to any other remedies at law orin equity,
as a remedy for any breach.
20. SEVERARllnv. To theextealpossible.each provision o(theseTermsand ConditioasshaD be inte....ctcd in such manner as
to be effective and vaJid UDder ~Ie law, but it any provision shaD be held to be invalid, iIIepI or unenforceable. such provision shaD
be inelfeclive only to the exteal of such invIIidily. illegality or unenCoreeabiIity. without rendering invaIid.lIIegaJ. or unenforceable the
remainder o( any such provision or the remaining provisions.
21. WAIVF.R A wa.-- by a BANK or CUsroMER of any tenn or provision shall not be conslnled as a wa.-- of such tenn or
provision at any other lime, or o( any other tenn or provision,
22. ASSIr.NMF.NT. BANK may at any lime assign or delegate its rights and duties under the ACH Service to any ofits affiliates
which are owned or controlled by BANK's parent company(s). BANK may at any time assign or seD its operations Caa'lity which provides
the Senice. Otherwise. neither pII1y may assign or transfer its rights or obligations hereunder to any other person without the other
parties' prior written consent, which consent shall not be unreasonably withheld. .
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ACCEPTANCE OF TERMS AND CONDmONS
AND SECURITY PROCEDURES OF
FIRST INI'ERSTAn: BANK AUI'OMAn:D CLEARI~G HOUSE SERVICES
rusllnterstate Bank ("BANKj offers its Automated Clearinghouse ('ACH") Services pursuant to the ACH Tenns and Conditions.
including any attachments thereto ('Tenns and Conditions"), a copy of which is attached and incorporated herein by reference, BANK's
User Guide or other seMoes processing description ("user guide"), its rules governing deposit accounts. any applicable software license
agreemeot(s). (whether or not executed by CUsroMER) (collectively, the 'ACH Agreements"), the ACH Openltiog rules in effect from
time to time (specifically including, but not limited to. the National Automated Clearing House A--ciation ("NACHA") Operating Rules
and Guidelines) (collectively. the "Rules"), BANK's Tape Delivery /Transmission Schedule and the following Security Procedures, By
executing this Acceptance, CUsroMER agrees that its participation in the ACH SeMces will be governed by the Tenns and Conditions.
the user guide, the rules governing deposit accounts. the ACH Agreements. the Rules and the Schedule and agrees to the Security
Procedure for the ACH Service in which CUSTOMER participates.
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SECURIlY PROCEDURES
ELECTRONIC TRANSMISSION SERVICE (CPU/CPU Transmissions) SECURIlY PROCEDURE
Each ACH lr.Insmission submitted by CUsroMER to BANK shall contain the following file control information:
. File Identification (File "LD.'
. Debit ~d Credit Dollar Amount Totals
. Entry I Addenda Counts
CUsroMER"s authorized agent shaD provide this control information to BANK by telephone call to a telephone number specifiecl'by
BANK. A SANK representative shaD -uy that the caller is listed on the ACH Customer Reference Can! on file with BANK's ACH
Operations Department, and shall c:ompare the control information to the transmission file that has been received by BANK.
MAGNEllC TAPE SERVICE SECVRrIY PROCEDURE
Each ACH magnetic tape submitted by CUsroMER to SANK shall contain the following file control information:
. File Idenlification (File "I.D.'
. Debit and Credit Dollar Amounts Totals
. Entry I Addenda Counts
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The magnetic tape submitted to BANK shaD be aa:ompanied by a written ACH Transmittal Letter signed by an Authorized Representative
of Customer. containing the control informIlion, which SANK shall verify with CusroMER via a telephone caD back (lI'OCedure in which a
SANK n:pcesentative shaD conlal:t an AuthoriD:d Representative listed on the ACH Customer Reference Can! of file with BANK's ACH
Operations Department, The telephone ca1Is wiD be recorded by SANK.
ACI10N ACH SERVICE SECVRrIY PROCEDURE
SANK's ACI10N ACH Securi1y Procedure bas certain enhancement featul'6 which are oplionalto CUsroMER in addition to the Basic
Procedure,
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Basic Procedure. BANK will assign a unique puswon!to CUsroMER. The pissword, which shall not butored on dusroMER"s
personal computer. is required for each transmissioG. The password shall be masked and encrypted. One CUSTOMER employee wiD be
designated as the Authorized RepI es eatalivoe to use the Senice. CusroMER may elect to allow additional RepI ~tatives to use the
Senice. CUSl'OMER shaD maintain a tnnsmlssion Ioc which includes debit and credit dollar amount totals, transaction counts and a
confirmation code for each file transmitted to BANK. All files transmitted shall be encrypted.
Oplional Enhancements. CUsroMER may elect, in aocordance with SANK procedures. to add inac:tiYity timeouts, forced password
changes and a "lockout' feature to its Security Procedure.
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Also. access to various functions, applications, critical data fields and transaction and file dollar amount limits can be set for each Authorized
Representative user of the Service. Enhancements are added by a separate written agreement between BANK and CUSTOMER.
AGREEMENT:
ACCEPTANCE OF TERMS AND CONDmONS AND SECURf1Y PROCEDURES OF
FIRST INTERSTATE BANK AtrroMATED CLEARING HOUSE SERVICES
BANK and CUSfOMER agrees to the foregoing Security Procedu", and the tenns of this Acceptance. The Security Procedure has been
discussed and offered as part of the ACH Service chosen by CUSfOMER and is commercially reasonable for CUsroMER pursuanlto
Section 4A,202(C) of Article 4A of the Unifonn Commercial Code,
CU~TOMER agrees to be bound by any ACH transactions that are submitted and verified using BANK's Security Procedure,
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FI~T INTERSTATE BANK
\..ynuua ~l4du.lla
nTLE: Vice President and Manager
flY:
CUSfOMER NAME
BY:
City of san Bernardino
W.R. -BOB- HOLCOMB
TITLE: Mavor
/lATE:
DATE:
1.0\1) I :t3."l 2/9"1
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AI:TIOI Ael
sa'TUAIE Lle~.SE ACIEEMEll
fUU" UTEUTATE IAIIl: OF CALIfORNIA (""nk.) and the under,lgned COllpany ("Co.plny")
_,r.. .. followl:
1. LlelllE Upon '.nk'. Ixecutlon of th" A.,.....nt I.nk hereby ,rente to Coapany.
.u~J.ct to the te,... and condftlon. atated h.,..ln, . non-exclusive, non-tranaf.r.ble
lIe.n.. to ua. the Polftzl,. & .Iney ("P&II.) ACK Auto-C.." Transhr Sylt.. and related
docuaent.tlon de.crfbed It Exhibit A.1 (the .Sy.t...) It only one Coapany Locetlon and onlv
in connection with the cr..tlon end tren..halon of fund, tranafer instruction. to .Ink
und.r the ACTIOI AeN Prol"'.. and for no oth.,. pur-po... At Co.plny" rlque.t, ',nk .'Y
Irant llcen... for ua. of the Irat.. at additional locltton. for In addition.l ch.r,e.
2, upalAD~1 '.nk "1"" to ..k. .v.i l.bl. to Co.p.ny .uch
I.prov...nu to the .y.U. ..hleh link .1.cu to obt.in fro. P," and
.v.il.bl. to '.nk'. cu.to..rs. .t '.nk'l at.nd.rd pric.. th.n In effect.
enhance..nt. and
"n.rally .ak..
3. .G.IlEl.1L. link .hall provide Co."any ..Ith ona copy of the Syatelll.
.uthoriz.d to ..k. any copi.. or oth.r r.productlon. of the Sy.te..
Co.plny II not
4. W&.L.. Ch.r,.. for the IIc.n.. ,ranted h.r.under and each .ddition.l licen.e .re
..t forth In Exhibit A.2. Co.pany a,r... to pay '.nk .ny other appl icable charges or cosu
.t '.nk'a .tand.rd rat.. then In .ff.ct, upon Involc. ther.for.
S. COMPAI, IIIIDUAIE. Co.p.ny .'1"" to obt.ln, In.UlI .nd ..ainain in good working
ord.r, at Co.p.nY'a ..p.n.., the co.put.r h.rd..are and equlp..nt described at Exhibit A.3
(the ...rd...r.-). Co.p.ny .ckno"l.d... .nd "1"" th.t the corrlct in.tlll.tlon and
..int.n.nc. of thl ..rd"ar. II . n.c....ry prerequlllt. for thl proper functtoning of the
Syne..
6. DILIVII"IIITALLATIOI/ACCIPTAICI. Th. Sy.t.. .hall be detivered to Co.p.ny at
Co.p.ny's d..lln.ted .It. .fter 'ank'. .xecutlon of thl. Agree.ent and Co.pany .hall
In.t.ll the .y.t.. on the hard...r. .t co.p.nY'1 .xp.n.e. If eo.pany requires the
a..ht.ne. of b.nk In eo.pl.tlng .ueh In,ullltlon It .hatl notify Bank and Igr..s to
cO.penllte 'Ink for It. ..rvie.. at the r.t. co_unle.t.d by B.nk in advance. The Systell
.h.ll b. d....d to hay. aecept.d by Co.p.ny If Co.p.ny f.ll. to notify Bant: of any errors
or d.fect. In the .yate. ..Ithln ahty (60) d.y. afUr delivery. If Co.pany giy.. Bank
wrltt.n notice that the Iy.t.. II not op.ratln, ..tl.factorily on COMpany'S H.rdware within
.uch .lxty (60) d.y period, Bank shall proyid. .Co.plny ..I th a new copy of the Systelll. If
Co.p.ny "v.. _.nk ..rltten notice within thirty (30) day. that the new copy of the System
is not op.r.tfng .atlsfactorily on COllpany" Hardwlra. .ank In its discretion, shall either
r.pl.c. the Sy.t.. or t.r.in.te thl. A.r....nt. Upon such terllination Company sh.ll return
.ll copi.s of the Sy.t.. .nd. upon rec.lpt of ..... .Inll: shill refund to COllpany Itt
IIcens. fees it hi' rec.lv.d.
7. TRIUIIUL On-sfte and off..ire tr.in'ng .nd instruction on the operation of the
Sy.t.. .hall b. proyld.d aa .Yllllbl. upon COllp.ny" r.quest, It Bank's tates set forth at
Exhibit ..2, plus r...on.bl. trlYel co.ts and out-of.pocll:et expen.es for clch alnll: employee
Is.ign.d to do auch tralnin.. Co.p.ny agre.. to pay for such trlining upon receipt of
aank's inyolce th.refor.
a. DIICLAlliIIlS I.nt repr...nt. th.t it h.. oper.ted the Sy.te_ It Bant'. loc.tion in
. production envf rOnlll.nt .nd tll.t tile Iy.te. perfor.. to B.nt'l ..t i. fact ton. COM'AI'
ACIIOVLEDCiEI AID ACinI TlAT COIIPUT ACCEPTS TIE ITlTEM -AS IS-, AID JIAT EXtEPT FOI IUlC'S
IE.IElEIlATJDI lIAT IT IAI TIE liCIT TO LlCnSE TIE UIE OF THE SUTEN. BArr: MAlES 10
UAIIAITIES, EITIEI EXPIESI 01 I"'LIED. I'CLUDII' UITlOUT LIJlITATIOI AIT IJlPLIED VAIIAIT' OF
.EltIAIT.IILIYT 01 FITIEIS FOI A PAI'ltULAI PUI'OIE 01 AI' IE'IESEITATIOI 01 MAliA'" AS TO
'ATElT 01 COP'llell InRI.GEMEn. All onEl IEPIESEIl VAlIAUIES AlE HElEIT EXPRESSL'
DUtUIMED..
9. IEMEDIES I...rdl... of the for~ or nlture of Iny cllim. the sole remedy of Complny
for da..,.. .h.ll b. a r.turn of .11 copta. of the Syst.~ to .ank in .xchange for a refund
of III IIc.n.. f.e. p.ld by Co.plny. In no .y.nt .hall Ill"": toe ! ieble for il'lcl::!=I'lUll or
cons.qu.ntial d....... wh.ther or not .ank h.. be.n .dvlsed of the possibility of such
da.a,... in conn.ction ..Uh or .rlsing out of the fur.nlthing, performance or use of any
.ervlce or product. her.und.r.
10. 'IO'IIETAI, lIGHTS. Co.plny acknowl.dl" that the Sy.telll is the ori.inal,
con1id.nthl. YIIUlbl. .nd proprl.tary product of PU, <which hu lic.nsed the System to
link with right to sUbllc.ns. to CNlp.ny. and that .Co.p.ny hu only the right to use the
SyU.1I constatent with the ter.. of this Alr....nt. Co.p.ny hu no right of ownership in
or to tha Sy.t.. and. .,y not tr.n.f.r, copy. liter, modify, reverse engine.r, reproduce or
cony.y in .ny ..nn.r, in ..hol. or in p.rt, the Sy.t...
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11. ea.FID~.TlaL ..'ft..ATlftM Except.. otherwl.. Ixpr...ly provided In this Agr....nt.
Co.p.ny ahall not dleclo.. or ..ke IVltlable the Iyat.. or any 'ant ..curity cod.. or key.
C.Confldenthl Infor..tlon-) In any fa... to any penon other U,an Pl,..on. in Coap.ny"
..plOY to W~D. It Ihall be n.e......y to do 80 In order fol'" Co.pany to ua. end ope..atl the
Sylt... Co.pany Ihlll not copy, ..eproduce, dl.clo.. 01'" distribute the Conftdentlal
Infor..tton In ..hall 01'" In plrt, In any fora without obtatnln, the prior writun
lutllorhatlon of '.nk. Co.p.ny Ihlll eXlrcil. cere It l...t equII to thu which It
IXlrch.. to k..p conffdenthl IU own p...prleur)' and confidential inforllulon to keep
confidential and prlvent the unauthorized r.production, publicetlon, disclosure or
dhtrlbutlon of the Confidential Infor..tton. Such cople. or reproduction. in Iny forll of
thl Confid.ntlll Infor.ltlon I' .Ink .IY Ipprove, IncLuding pertill cople., .hllt be
id.nttfied end .Irk.d cl.erly I' the prop.rty of pi" or of .enk, a. lenk Ihell direct.
12. TI'JlttUTlOIII. The Licens. Slrented hereby .halt b. velid .nd effective froll the due
..nk .xecut.. th I. A.r....nt Ind .hel L cont I nus .ff.ct I v. unt Il t.rai nat.d at any t i.. by
.Ith.r plrty, ~Ith or ~Ithout CIU.., upon ~rltt'n notlc. to the other party. I...diately
upon ter.lnUlon of thh ltcenu, Co.pany .hlll c.... .eklng use of the Sy.tefl'l end shatt
return It to link, to..th.r ~Ith aLL Syst.. copl.s or reproductions In any fora, within
ftve (5) busln... d.ys of ter.ln.tlon. Th. obllgetlons of Co.p.ny und.r Section 10,
"proprietary al,hU. and S.ction 11, "Confidential Infor..tion", .helt lurvive the
t.r.tnltlon of this A.r....nt~
13. AISIC.JltNT/AJltMDMtNT/WAIVIR. Co.pany's rt.ht. under tht. Agreement .,y not be
...igned, lic.n.ed, or oth.rwh. tr.nsferr.d by op.ratton of La", or oth.rwile, without the
prior wrltt.n con..nt of .ank. Thi. Agr.e..nt .ay b. .odlfled or ....nded only by writing
sf.ned by both p.rthl. A watv.r of Iny terM or provhton Ihll L not be construed IS a
wllv.r of luch t.r. or provillon It Iny oth.r tt.., or of Iny other terll or provillon.
14. ~. All notlc.. requir.d to be giv.n h.r.under Ihall be in wrHlng Ind Ihall
b. dee.ed to be liven wh.n d,polited in t~e u.s. Mill, po.tlge prepaid, or by telegraph or
teLex wh.n d.ltv.red to the .pproprlate office for tranl.i..lon, ch.rges prepaid, .ddressed
al foLLow.:
COMPANY :
1A1IIK:
City of SaD Bernardino
fllST INTERSTATE BANK OF
CALI fORNU
1200 W. 7th Street
LOI Ang.t.., California 90017
Attention: BMD Product Manage~ent
300 Borth D Street
SaIl BenaardiDO, CA 92418
15. GOVEt.UC LAW. This Agr....nt Ihall be gov.rn.d by Ind interpreted In accordance
with the la",. of the Stlte of Catlfornia.
D.t.d:
19_
Datad:
19
Oft OP SAIl BBRRARDIIIO
CDMPANY NAME
FIRST INTERSTATE BANK OF CALIFORNIA
By
By
Title
II.R. "Bob" Bol.c~
IIayor
Title
Cynthia siddons
vice President and Manager
Title
T I Ua
1,-,
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Elllln A
ACT I 01 Ael
&.1 l~aUIIID .~"UAII AND DoeUMIKTATIDN. In order to Acee.. the AeM Auto Clah Tranlf.r
Iy.t.. the followtng .oftvlr. end docu..ntltlon t. r.quired.
Auto Ca.h Tr.n.f.r Sy.t.. V.r.ton 1.1 CUltO"" Olat, 1, 2 .nd 3
r.ferred to .. Auto CI.h Tren.f.r (ACT) Dllt '. Dllt 2 end Diat 3.
Auto Ca.h Tran.f.r Iy.t.. Ver.ton 1,' U.e.. .lnuIl.
&.2 ACM AUTO_CAlM TIANS'IR SYSTIM PIICING~
ACN AUTO - CASK TRAI.FE. SYSTEM llCEMSE
saOO.DO
Addlthnat Tnlnln. (pe.. heur) .,.
50.00
&.3 COMPU' MAlDUAn:. In order to ua. the ACt! AUTO-CAlM TRANSfER SYSTEM, Co,plny."reu
to obtain. Inltal land ..Int.ln In lood lIortlnl order an 11M PC cOMpatible COMpute..
equipped with the folLowlnlt
Preferred Conflgur.tlon:
640te of "aory
One floppy DI.k Drive wtth one fj.ed herd dl.k wtth 20"9 Byte. of
.tore.e
Hey.. co.petlble 1200/2400 laud Mod.., or v-serle. S.ert.ode. 2400B
(Inhrnel)
25 ,tn EIA Strel.ht Through Ceble
MI Do. 2.1 or htgher operetlnt .yate.
Printer. If you went to print out the ayate.'. report.
Color Monitor
IIll91989
7/90