HomeMy WebLinkAboutContract 31706 Consumer Electronic Lockbox Agreement
This Consumer Electronic Lockbox Agreement, including Exhibit A attached hereto and incorporated herein ("Agreement") is made and entered
into this 3C q day ot�1 r ,2005 by and between JP Morgan Chase Bank, N>(the"Bank") and the City of Fort Worth("Customer") .
WITNESSETH
WHEREAS, MasterCard Remittance Processing Services ("RPS"), a division of MasterCard International, Inc. and/or Visa ePay, a division of
Visa International ("ePay"), and/or the National Automated Clearinghouse Association ("NACHA"), which oversees the Automated
Clearinghouse ("ACH") payment system, collectively referred to as "the Networks" provide an electronic funds transfer delivery channel which
performs routing and settlement for previously captured and authorized consumer payment transactions originated from consumer bill payment
systems from participating members to member financial institutions;and
WHEREAS, the Bank is a participating member financial institution of the Networks as a receiving institution and furnishes a product called
Consumer Electronic Lockbox in connection with the Networks to its customers;and
WHEREAS,Customer desires to receive electronic payments via the Networks.
NOW THEREFORE,in consideration of the mutual promises,covenants and agreements contained herein,the parties hereby agree as follows:
ARTICLE I
RIGHTS,DUTIES AND RESPONSIBILITIES OF PARTIES
1.1 Rights, Duties and Responsibilities of Customer.
(a) Customer shall providethe Bank with all data necessary for the Networks to process consumer payments. In addition,
Customer shall provide the Bank with all specifications for transmission of data to Customer (e.g., file format, account
number ranges,settlement account,etc.).
(b) Customer will test with the Bank as the Bank deems necessary to insure Customer and the Bank are able to process
Customer payments.
(c) Customer will receive a transmitted file of information in Customer's preferred file format (i.e., accounts receivable system
format)from the Bank on a daily basis as agreed upon bythe Bank and Customer.
(d) The purchase, installation,testing and maintenance of any and all equipment used to receive and process information from
the Bank is the responsibility of Customer.
(e) Customer must receive all remittance information received from the Bank and must inform the Bank as soon as possible
(within 48 hours of receipt thereof)of any incorrect or questionable information identified therein.
1.2 Rights. Duties and Responsibilities of the Bank.
(a) The Bank will develop a program to process and transmit Customer data from the Networks ("Data") in Customer's
preferred file format. The Bank will process such Data with reasonable care, but the Bank will not be liable for any damage
or loss to Customer arising out of the acts or omissions of any third parties.
(b) The Bank will test with the Networks and Customer as necessary to insure Customer,the Bank and the Networks are able
to process Customer payments.
(c) The Bank will transmit information to the Networks when Customer informs the Bank that it is unable to identify remittance
information as described in Customer responsibilities above.
(d) The Bank will credit Customer's account in an amount equal to the payments received and debit Customer's account in an
amount of any returns or reversals received on a daily basis as indicated by the Networks. If Customer is unable to identify
remittance information and payment is returned to the Networks,the returns will be debited next day.
(e) Customer acknowledges that the Bank services hereunder are subject to the rules and regulations of the Networks as they
presently exist and as they may be hereafter amended and that Customer and the Bank will be bound by such rules and
regulations.
1.3 Due Care. The Bank will exercise due care in processing Customer's work and will, at its expense, correct any errors or omissions
attributable solely to the malfunction of the Bank controlled equipment, or the acts, negligence or failure of operators or programs of
the Bank. It is understood that the Bank's ability to process Customer's work is dependent upon the continued use and support of the
Networks and third party computers housing the Networks and its associated communications network. In the event that access to
the Networks or its computer communications system is terminated or suspended for any reason, the Bank shall not be liable to
Customer for any failure to perform services under this Agreement. Customer also understands that the Bank assumes no
responsibility for accuracy,timeliness or the completeness of data delivered from the Networks to the Bank.
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1.4 Service Charges and Reimbursements. As compensation for the services rendered by the Bank as provided herein, Customer shall
pay the bank the fees stipulated on Exhibit A, analyzed or debited against Customer's designated DDA account.
ARTICLE II
TERM
2.1 Term of Agreement. This Agreement shall be effective as of the date first written above and may be terminated by either party
effective thirty (30) days after written notice to the other. Notwithstanding the foregoing, the Bank may terminate this Agreement
immediately and without prior notice if required to do so by law, regulation or regulatory authority.
2.2 Agreement Termination. In addition to the termination procedure set forth in Section 2.1, either party may terminate this Agreement
upon breach of any provision hereof by the other party hereto upon giving such other party written notice of its intention to terminate
and its reason therefore. Eitherthe Bank or Customer will,with any such notice to the other party, indicate that such other party has
three (3) days within which to remedy the breach and if it is remedied by such other party within such period, this Agreement will
continue as though no such notice had been sent.
2.3 Continuing Obligations. All obligations of either party incurred or existing under this Agreement as of the time of any termination
hereof will survive such termination.
ARTICLE III
MISCELLANEOUS
3.1 Limitation on Damages. In any action by one of the parties against the other arising from performance, or the failure of performance,
of the provisions of this Agreement, monetary damages will be limited to direct damages in an amount not to exceed the actual
damages of the party. In no case will either party be responsible for indirect, special, consequential or exemplary damages,
regardless of the form of action and even if such party has been advised of the possibility of such damages.
3.2 Notice. Notice, when required hereunder, will be sent by Certified or Registered Mail, postage prepaid, to the respective parties as
follows: as to the Bank, to JPMORGAN CHASE BANK, N.A., National ACH Services I1-2-8264, One East Old Capitol Plaza,
Springfield,IL 62701;as to Customer,to Customer's last known address on the records of the Bank.
3.3 Failure of Performance. The Bank will not be liable for its failure to provide any of the services set forth herein if such failure is due to
any cause or condition beyond its reasonable control.
3.4 Record Retention. The Bank will retain microfilm or other evidence of items for at least two years, unless applicable state or federal
laws or regulations require retention for a longer period.
3.5 Confidentiality. The Bank will safeguard,and hold confidential from disclosure to unauthorized persons, all data relating to Customers'
business submitted by or on behalf of Customer to the Bank pursuant to this Agreement,to the same extent that the Bank safeguards
data relating to its own business, unless such data is otherwise available to the public or is already in the Bank's possession and was
rightfully obtained by it from others, in which case the Bank will bear no responsibility for disclosures thereof or with respect thereto,
whether inadvertent or otherwise.
3.6 Taxes. In the event that the relationship created between the parties under this Agreement, or any of the services rendered
hereunder,or any other aspect of the relationship,gives rise to any tax responsibility,exclusive of income and similar taxes, payable to
the State of Illinois or to any other state, or any political subdivision thereof, or to the Internal Revenue Service, or any other
subdivision of the federal government, such obligations, regardless of whether or not assessed against Customer, will be the
responsibility of Customer. In the event that the Bank should be required to pay any such tax obligation, Customer will reimburse the
Bank upon demand therefore.
3.7 Other Invoice Data From Bill Payment Concentrators. The Bank agrees to receive, on behalf of the Customer,direct electronic sends
of billing and invoice data from certain bill payment concentrators(the"concentrators")of the Customer. The Bank's sole responsibility
with respect to this concentrator billing and invoice data is to transmit the data to the Customer. Customer acknowledges and agrees
that the Bank will not submit these billing and invoice items from the concentrators into the RPS, the ACH,the Networks or any other
settlement service for payment or settlement. In the event that Customer seeks to correct any data relating to this invoice data or to
initiate a refund to the concentrator or its end-users relating to these invoices, Customer will need to independently contact the
concentrator to handle such refund or correction. The Bank will not be responsible for assisting Customer with such refunds or
corrections.
3.8 Applicable Law. This Agreement will be governed and interpreted by the laws of the State of Texas. In any action to enforce or arising
out of this Agreement, the parties consent to the exclusive jurisdiction of and venue in the state and federal courts located within
Tarrant County,Texas for the adjudication of all matters arising hereunder.
3.9 Services.Customer agrees that some or all of the services hereunder may be provided by one or more affiliates or third parties.
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IN WITNESS WHEREOF, the parties, by their duly authorized officers, have executed this Agreement intending to be bound by its
terms and conditions as of the date first above written.
JPMOR CHA B A. "Company'
v City f Wo h
Signa
V-6 ��{�EBy
Marc Ott
Print Name Assistance City Manager
ali,a— Attest:
Title
f—h"06111\
Marty Hendix,Cittisecretary
Date
Date
Approval Recommend: Appro ed as to Form nd Legality
ran Peterson,Acting Assistant Director Assistant City-ARbrney
NO M&C REQUIRED
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Exhibit A
BANK ONE PRICING SCHEDULE
FOR CONSUMER ELECTRONIC LOCKBOX
PRICING:
The following pricing will be effective for this service:
One Time Implementation Charge WAIVED
Per Item Charge
0- 9,999 monthly items at $0.10 per item
10,000-24,999 monthly items at $0.09 per item
25,000-49,999 monthly items at $0.08 per item
50,000-99,999 monthly items at $0.07 per item
100,000+monthly items at $0.06 per item
Monthly Minimum $100.00
CCCS Payment Surcharge $0.05 per item
Biller ID Maintenance $5.00(per biller ID)
Manual Returns $1.00 per return
Reports $2.00 per faxed report page
Transmission $10.00 per file transmission
Specialized Format Requirements Quoted on Individual Basis
Communications Costs(if applicable): Additional communication setup cost will be passed to the customer if
utilizing the AT&T Network, leased lines or equipment.
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