HomeMy WebLinkAboutACH ServicesRESOLUTION 2013-268
ADOPTED
DOC ID: 8678
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2013-268 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
MARCH 26, 2013:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the ACH Services Addendum between the Town of
Southold and WofldPay US, Inc. in connection with on-line payments via credit cards for real
property taxes, at no cost to the Town, subject to the approval of the Town Attorney.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Christopher Talbot, Councilman
SECONDER: Louisa P. Evans, Justice
AYES: Dinizio Jr, Ruland, Doherty, Talbot, Evans, Russell
ACH Services Addendum
This ACH Services Addendum ('Addendum") sets forth additional terms and conditions related to certain se~ces (the "ACH Sen~ices") to be
provided by WoddPay US, Inc. ('~VoddPav') to you with respect to the crediting and debiting of transactions via the Automated Cleadng
House ("ACH") network as described in this Addendum. This Addendum shall amend and shall constitute a part of your Subm~er Merchant
Payment Precessing Agreement (the "Customer Processino Aomement') with WoddPay and RBS Citizens, N.A. ("B{~nk"). You. your, or
words of similar import shall refer to the Customer listed below.
1. ACH Services. You agree to subscdhe to, and WoddPay agrees to provide to you, ACH Services in accordance with the terms and
conditions set forth berein. The ACH Sen/ices include the transmission of electronic credit and/or debit transactions initiated by you, or
caused to be initiated on your behoif, and processed through WoridPay to accounts at banks and financial institutions as contemplated by
this Agreement.
2. NACHA Rules. You agree to abide by all operating rules, regulations, and procedures set forth in the National Automated Cleadng
House Association ("NACHA") Operating Rules and Procedures, as amended from time to time (the ~NACHA Rules"). The definition of
"Rules" in the Customer Precessing Agreement is deemed to include the NACHA Rules. Any violations of the NACHA Rules by you or other
legal non-compliance by you that results in a monetary penalty, fee, or cost to WoddPay for processing a transaction requested by you will
be assessed to and paid by you. You acknowledge and agree that WoddPay will transmit oiectronic credit and/or debit entries by means of
ACH transactions in accordance with the NACHA Rules.
3. Authorization; Initiation of Tranafom. In order to request WorldPay to initiate credit and/or debit ACH transactions, you will deliver, or
cause to be delivered on your behalf, to WondPay specific credit and/or debit enti7 information and consumer authodzatlen by means and
within the time frames requested by WoddPay. Upon receipt and acceptance of specific credit and/or debit ACH entry information and
proper consumer authorization from you, WondPay will initiate ACH transfers on behalf of you. WorldPay is hereby authorized by you to
process transactions in accordance with information WoddPay receives from you either electrenically or by physical documents.
4, Responsibility for Information; Security. You will be soioiy responsible for the information contained in the instructions, including
obtaining valid identificetion of your end*user consumer and proper and valid wdtien authorization from such end-user consumer (example
atiached). WeddPay wirl have no responsibility for erroneous or frauduleat data or authorization previded by you. You accept responsibility
for setting up security features appropdate for your operating environment in accordance with appliceble local law, NACHA Rules, and as
reasonably requested by WoddPay. You agree to (i) retain an original copy of each consumer authorization for WeddPay to initiate a credit
or debit ACH transaction for six years after the date of termination or revocation of such authodzaiton, and (ii) previde a copy of such
authorizations to WeddPay upon request.
5. Reversals. You acknowledge that requesting the reversal of ACH files and/or entdes is solely your responsibility and will be initiated by
WoddPay on proper request by you. Applicable fees may apply to ACH reversals.
6. Rejects. In the event any ACH transaction request is rejected for any reason whatsoever, it will be your responsibility to resubmit such
ACH transaction request, correct data as necessary or obtain any missing or incorrect consumer authorization. Appliceble fees may apply
to ACH rejects and resubmission requests.
7. Term. The term of this Addendum will continue in effect until the eadler of (i) the expiration or tsn'nination of the Customer Precessing
Agreement or (ii) te~mleation of this Addendum in accordance with Section 8 below. Notwithstanding the foregoing, termination of this
Addendum by WoddPay or Customer pumuant to Section 8 shall not ten~inate the Customer Processing Agreement.
8. Termination. WeddPay may terminate this Addendum without notice, at any time as a result of any of the following events: (a) any
noncompliance by you with the NACHA Rules; (b) any voluntary or involuntary bankruptcy or insolvency proceedings involving you, your
parent or an affiliated entity or individual; (c) WoddPay, in its comme~'clelly reasonable discretion, deems you to be tinancially insecure such
that WondPay is at a material risk of loss; (d) you materially alter the nature and type of business conducted, or (e) WoridPay is ~ohiblted
by applicable law or NACHA from conducting business with you or your pfindpals, In the event any party breaches any of the provisions of
this Addendum, and fails to cure such breach within 60 days of receipt of written notice from the other of such breach, the non-breaching
party may terminate this Addendum immediately at the expiration of the 60 day cure pealed.
9. Improper Use of ACH Services. WeddPay's obligation to provide ACH Services specified herein is conditioned upon your agreement
not to atlow the ACH Services to be used for any unlawful purpose or in violation of any governmental regulations or acthorizatlens.
WoddPay will have the right to limit, terminate or suspend ACH Services by written notice for improper use of the ACH Services by you or
any activity by you, as determined in the sole discretion of WoddPay, that threatens public health, safety, or welfare or the integrity or
reliability of the ACH network, WondPay facilities, or services to WorldPay's other consumers.
10. Survival. The obligations of alt parties hereto incurred prior to the effective date of any termination of this Addendum or adsing frem
ACH transactions processed pdor to such termination shall sunitve the termination of this Addendum. Without limiting the generality of the
foregoing, you shall be liable both before and after termination for all reversals, rejects, etc. of ACH transactions processed pdor to such
tem~lnation and for all of your obligations, warranties, and liabilities pertaining fo the pedod dudng which WoddPay processed or sat~ed
transactions for you under this Agreement. In addition to the foregoing and in add,on to those sections of this Agreement which by their
terms sun~ve, Sections 2, 4, 7, 8, and g shall sun,ye any termination or expiration of this Addendum.
11. Relationship to Customer Procaesthg AgraemenL Unless speciticelly amended by this Addendum, all terms and conditions in lhe
Customer Processing Agreement (i) are hereby ratified and confirmed, and (ii) shall apply to all services and/or products provided under this
Addendum, including, without limitation, terms and conditions with respect to confidentiality, disclaimer of warranties, limitation of liability,
and the terms included under the "General Provisions' section thereof. (Except as otherwise defined herein, all capitalized terms used in this
Addendum will have the respective meanings aschbed to such terms in the Customer Precessing Agreement). All terms and conditions in
the Customer Processing Agreement and any other amendments or addenda thereto will remain in full force and effect, provided that the
1
ACH Services Adc~er~dum (VPS)
Rev 6-6-11
terms of other addenda relating to additional products or services will not apply to the services and/or products provided under this
Addendum unless expressly stated therein or herein. In case of any conflict between the terms of the Customer Processing Agreement or
any addenda thereto and this Addendum, the terms of this Addendum will apply solely with respect to the ACH Services. The definition of
"Agreement" in the Customer Processing Agreement is deemed to include this Addendum and references to "hereunder' or "hereof' or
words of similar import in the Customer Processing Agreement shall be deemed to include this Addendum.
Please acknowledge your receipt of this ACH Services Addendum and your agreement to comply therewith,
(Name of Entity)
Name:
Title: ~) (.,[i0~U
Date:
Address:
Agreed and Accepted by:
WorldPav US. Inc.
By:
Name:
Title:
Date:
Address:
ACH Sen~ices Addendum (VPS)
Rev 6-6-11