Umbrella Agreement for Government Banking Services
This Agreement for Government Banking Services (the "Agreement") is made and entered into as of this __ day of __ , __ , between __ (the "Client") and Bank of America, N.A., a national banking association.
WHEREAS, Client issued a Request for Proposal (the "RFP") more fully identified below, for providing banking services identified in the RFP (the "Services"):
City of Riverside RFP# 2068 Banking and Merchant Card Services; and WHEREAS, the Bank responded to RFP and was the successful proposer to the RFP, having submitted its proposal dated , April 21, 2021 (the "Proposal"); and
WHEREAS, the parties wish to enter into this Agreement for the purpose of specifying the term and constituent documents of the Agreement between Client and Bank regarding the Services; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the parties hereby agree as follows:
1. Integrated Agreement. The entire and integrated agreement between Client and Bank related to the Services shall consist of this Agreement, Bank's Treasury Services Terms and Conditions booklet (including user documentation and set-up forms), Bank's Deposit Agreement and Disclosures booklet, Bank's Proposal and Client's RFP as modified by the Proposal. In the event of conflict among any of the preceding documents, such documents shall govern in the following order of precedence:
(1) this Agreement, (2) Bank's Treasury Services Terms and Conditions booklet (including user documentation and set-up forms), (3) Bank's Deposit Agreement and Disclosures booklet, (4) the Proposal and (5) the RFP. The integrated agreement supersedes all prior negotiations, representations, statements and agreements, whether written or oral, regarding the Services.
2. Commencement of Performance. Except as otherwise agreed by the parties, Bank shall begin performing each Service upon execution and delivery of this Agreement, the pertinent service agreement(s) and the related set-up form(s). Bank shall continue to perform such Services during the term of this Agreement.
3. Term. This Agreement is for an initial 5 year term beginning November 1,2021 through October 31,2026. This Agreement may be extended by mutual consent of the parties for an additional 2-year term, as set forth in the RFP. Any price increases subject to the conditions described in the Proposal.
4. Assignment. Neither Client nor Bank may assign this Agreement without the consent of the other, except that Bank may assign this Agreement to another Bank of America affiliate upon prior written notice.
5. Notices. Except as may otherwise be specified in the applicable service-level agreement(s) or set-up form(s), notices to Client and Bank shall be sent by U.S. mail, postage prepaid, to the addresses set forth below:
Client:
Bank: bA-1-iK. uf At1e (1~
6,i.-v·,c\ 12 •• A-Nd c\ r~
55:\ \-ic('v <_,~e-c+, -~ ~ti- Flo.r
L..,,--_ Ar-..17<'.,(es, CA '10:::11
Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
00-35-3112NSBW 03-06-2006 (11-03-2014) Page 1 of 2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. (CLIENT'S LEGAL NAME)
By:
(Signature)
Name:
(Print or Type)
Title:
(Print or Type)
By:
(Signature)
Name:
(Print or Type)
Title:
(Print or Type)
CERTIFIED AS TO FUNDS AVAILABILITY:
Ap!::~cJato Form By: ~
. os Koo
Senior Deputy City Attorney
00-35-311 2NSBW 03-06-2006 (11-03-2014) Page 2 of 2
Bank of America, N.A.
By:
(Signature)
Name: D,wid R.At-1clciph
(Print or Type)
Title: SV~ -- S(. (;ti e.Nt" \'-1.\i\/~')'e 1
(Print or Type)
By:
(Signature)
Name:
(Print or Type)
Title:
(Print or Type)
Service Terms
CheckAlt Catch! Concentrator
---BANK OF AMERICA q ~
This Service Terms amendment ("Service Terms") supplements and amends the Treasury Agreements , applicable to the Client , with respect to the Service described herein. Capitalized terms not defined herein shall have the meanings assigned to them in the Treasury Agreements. "Client means the Client executing this Amendment and includes any references to "you", "your" or "yours" as used in any Treasury Agreements . "Bank" means Bank of America Corporation subsidiary banks (Bank of America, N.A. along with any other affiliates or subsidiaries of Bank of America Corporation listed on the List of Banks and List of Banks and Services), and includes any references to "we", "us" or "our" as used in any Treasury Agreements .
"Treasury Agreements" means , as applicable to Client, any (i) Acceptance of Services, (ii) Global Transaction Services Terms and Conditions, (iii) Treasury Services Terms and Conditions Booklet, (iv) Cash Management Services Terms and Conditions, (v) General Provisions Treasury Services Agreement, (vi) General Terms , (vii) Cash Management Essentials Treasury Services Agreement , and (viii) other relevant agreements for treasury services between the parties .
"Service Documentation " includes : the Treasury Agreements (also referred to as 'T&C" or "Booklet") ; the Acceptance of Services ; the General Terms of the T&C; the Service Terms, which may be contained in the T&C and/or any amendments, supplements or addenda thereto; the country specific terms and conditions for global transaction Services, if any; the User Documentation; and any set-up forms, onboarding documentation or authorization forms .
"Service Terms" means the terms and conditions under which Bank provides a Service. Service Terms may be found in the Treasury Agreements as well as any amendments, supplements or addenda thereto.
CheckAlt Catch! Concentrator
May be offered under the following names, or variations thereof, as may be amended from time to time: CheckA/t Catch! Concentrator , ACH Credit Concentrator , Electronic Lockbo x, E-bo x. "Payee Database" means the database of contact information and payment routing informat ion for registered payees that is operated by a third party, other than Bank.
"Service" means the CheckAlt Catch! Concentrator service , as more fully described in the applicable User Documentation, which consolidates and credits payments to your account, and consolidates , reformats and delivers remittance information and other data related to such payments .
The Service utilizes the Payee Database to determine if incoming payments to Client can be converted to electronic payments and then consolidates electronic delivery of payment and remittance information to Client. If applicable , Client will be sent a daily settlement report which will include two ACH credits for incoming payments and two ACH debits for Client requested returned payments. Bank uses third party vendors in connection with the provision of all or part of this Service , and all references in these Service Terms to Bank include the vendor(s ) that Bank may utilize .
Supplemental Limitation of Liabilities . Because remittance information is provided by Client's payers or other third parties , Bank will have no responsibility or liability in connection with the completeness , accuracy or timeliness of any such remittance information provided to Bank or extracted by Bank from the submitted payment. In the event that such remittance information is incomplete , unclear, or incorrect or provided in a form that is unacceptable to Bank, Bank is entitled to reject such information and/or not process it further within the Service.
Except as set forth in these Service Terms, the provisions of the Treasury Agreements and the applicable deposit account agreement remain in fu II force and effect.
Dated:
(Client Legal Name)
CERTIFIED AS TO FUNDS AVAILABILITY:
a· (Signature)
(Print Name)
(Print Title)
Approve~as o Form Page 1 of 1
By.' ~ -----'-~fr--J,,,,~H',1------.J B~i!Jl k of America - Confident i a I Ro mary oo
© 2021 Bank of America Corporation
Senior Deputy City Attorney
AFP Code Service Code Description Frequency Price Definition 010000 ACCOUNT MAINTENANCE PER ACCOUNT/ PER MONTH 3.5000 THE PER ACCOUNT MONTHLY SERVICE CHARGE FOR MAINTAINING AN ANALYZED ACCOUNT.
THE CHARGE TO ADD OR CHANGE AUTHORIZED TRADING PARTNER INFORMATION. APPLICABLE TO ACCOUNTS ON THE 251050 ACH BLOCKS AUTH ADD-CHANGE PER ADD/CHANGE 15.0000 ACH POSITIVE PAY SERVICE, BLOCKS AND/OR AUTHORIZATIONS SERVICES.
ACCOUNT. THIS FEE IS APPLIED TO EACH BLOCK, WHICH IS AN INSTRUCTION. THIS FEE IS APPLIED TO EACH AUTHORIZATION, WHICH IS AN INSTRUCTION. APPLICABLE TO ACCOUNTS ON THE ACH POSITIVE PAY SERVICE, BLOCKS 250150 ACH BLOCKS AUTH INSTRUCTIONS PER BLOCK AND PER FILTER 0.2000 AND/OR AUTHORIZATIONS SERVICES.
THE CHARGE TO MAINTAIN BLOCKS AND AUTHORIZATION INFORMATION ON THE ACH SYSTEMS. APPLICABLE TO ACH 2SlOSO ACH BLOCKS AUTH MAINTENANCE PER ACCOUNT l.SOOO BLOCK AND AUTHORIZATION SERVICE. NOT APPLICABLE TO ACCOUNTS ON ACH POSITIVE PAY SERVICE.
FOR POSTING TO ADDA ACCOUNT. THIS FEE IS IN ADDITION TO THE PER ITEM FEE APPLIED BY DDA FOR POSTING AN 250201 ACH CREDIT RECEIVED ITEM PER ITEM 0.0050 ELECTRONIC ITEM TO ADDA ACCOUNT.
FOR POSTING TO ADDA ACCOUNT. THIS FEE IS IN ADDITION TO THE PER ITEM FEE APPLIED BY DDA FOR POSTING AN 250200 ACH DEBIT RECEIVED ITEM PER ITEM 0.0050 ELECTRONIC ITEM TO ADDA ACCOUNT.
ACH USING CASH PRO CONNECT PAYMENTS, A VOLUME OF ONE "ACH INPUT-BATCH" IS CHARGED FOR EACH COMPANY 251040 ACH INPUT-BATCH PER BATCH 2.0000 ID, PER FILE RECEIVED BY ACH. 250501 ACH INPUT-FILE PER FILE 2.0000 PER FILE FEE TO PROCESS ACH ITEMS THAT ARE DELIVERED TO BANK OF AMERICA VIA A DATA TRANSMISSION. 250000 ACH MONTHLY MAINTENANCE PER ACH COMPANY ID, PER MONTH 7.5000 MONTHLY FEE TO MAINTAIN A COMPANY ID ON THE ACH SYSTEM.
NOTIFY THE ORIGINATOR THAT THE INFORMATION ON AN ACH TRANSACTION JS ERRONEOUS OR HAS BECOME 251070 ACH NOTIF OF CHANGE (NOC) PER ITEM 0.5000 OUTDATED. 250101 ACH OFF US CREDITS PER ITEM 0.0030 FINANCIAL INSTITUTION.
PER ITEM FEE TO ORIGINATE AN ACH CREDIT WHICH IS DESTINED FOR AN ACCOUNT HOLDER AT ANOTHER FINANCIAL 250101 ACH OFF US CREDITS-SAME DAY PER ITEM 0.5000 INSTITUTION WITH A SAME-DAY SETTLEMENT DATE. 250100 ACH OFF US DEBITS PER ITEM 0.0030 FINANCIAL INSTITUTION. 250101 ACH ON US CREDITS PER ITEM 0.0030 ACCOUNT HOLDER. 250101 ACH ON US CREDITS-SAME DAY PER ITEM 0.0030 WITH A SAME-DAY SETTLEMENT DATE. 250100 ACH ON US DEBITS PER ITEM 0.0030 ACCOUNT HOLDER. 250100 ACH ON US DEBITS-SAME DAY PER ITEM 0.0030 WITH A SAME-DAY SETTLEMENT DATE. 250000 ACH POSITIVE PAY ACCT MAINT PER ACCOUNT 15.0000 THE CHARGE TO MAINTAIN AN ACCOUNT ON THE ACH PORTAL POSITIVE PAY SERVICE.
A PER REPORT CHARGE TO DELIVER AN OPTIONAL OR STANDARD ACH REPORT ELECTRONICALLY, INCLUDING VIA 250400 ACH REPORTS-ELECTRONIC PER REPORT 0.1000 ECHANNEL, TRANSMISSION AND OTHER ELECTRONIC DELIVERY METHODS. 250302 ACH RETURN ITEM PER ITEM 0.0500 PER ITEM FEE TO PROCESS AN ACH RETURNED ITEM PREVIOUSLY ORIGINATED BY THE CLIENT.
PER ITEM FEE TO PROCESS AN ACH DEBIT RETURNED FOR UNAUTHORIZED REASONS AND PREVIOUSLY ORIGINATED BY 250312 ACH UNAUTHORIZED ENTRY PER ITEM 4.0000 THE CLIENT. THIS FEE IS IN ADDITION TO THE ACH RETURN ITEM FEE. 159999 ARP AUTO CHECK RETURN MAINT PER MONTH/PER ACCOUNT S.0000 Monthly maintenance for the ARP Auto Check Return service. 200110 ARP FULL PPAY INPUT PER ITEM PER ITEM 0.0100 SUBMITTED VIA TRANSMISSION OR CASH PRO. 200010 ARP FULL RECON MAJ NT-PPR SUPP PER ACCOUNT/ PER RECON CYCLE 15.0000 REPORTS.
THE FIXED CHARGE FOR REVIEWING ITEMS POSTING AGAINST A CUSTOMER'S ACCOUNT TO ENSURE THAT THE 150240 ARP MAX DOLLAR MAINT PER MONTH 5.0000 AMOUNTS DO NOT EXCEED A PRE-SPECIFIED MAXIMUM AMOUNT. ITEMS WILL BE REPORTED VIA POSITIVE PAY. 200309 ARP OUTPUT PROCESSING PER ITEM PER ITEM 0.0000 PER ITEM CHARGE FOR THE PROCESSING OF AN OUTPUT FILE FOR FULL AND PARTIAL RECON SERVICES. 200120 ARP PARTIAL PPAY ITEM PER ITEM 0.0076 THE PER PAID ITEM CHARGE FOR PROVIDING POSITIVE PAY WITH PARTIAL RECONCILIATION SERVICE. 200020 ARP PARTIAL PPAY MAI NT-SUPP PER ACCOUNT/ PER RECON CYCLE 8.1400 NOT RECEIVE THE PAPER REPORTS. 150322 ARP POSITIVE PAY RETURN-OTHER PER ITEM 3.0000 DECISIONS INCLUDED. 200301 ARP RECON OUTPUT FILE PER FILE 1.0000 OR ANY OTHER FREQUENCY. 200401 ARP SUB-ACCOUNTING PER ACCOUNT S.0000 RECONCILIATION SERVICES. 200209 ARP VOID CANCEL ITEMS PER ITEM 0.0000 API.
THE MONTHLY FEE CHARGED TO A CLIENT WITH A SUB/CHILD ACCOUNT IN AN AIS SWEEP REPO, EURO OR MUTUAL 450020 AUTO MULTI-ACCT SWEEP INVEST PER ACCOUNT/ PER MONTH 10.0000 FUND ADVISER M MULTI-ACCOUNT SWEEP RELATIONSHIP.
THE FEE FOR PRESENTING A DEPOSIT TO A TELLER IN A BANKING CENTER FOR CREDIT TO THE ACCOUNT AND IMMEDIATE 100000 BANKING CENTER DEPOSIT PER DEPOSIT S.7500 VERIFICATION OF THE CASH PORTION OF THE DEPOSIT. THIS FEE JS APPLIED PER DEPOSIT. 350320 BOOK CREDIT PER ITEM 1.0000 CLIENT RELATIONSHIP. 350120 CASH PRO ACCOUNT TRANSFER PER TRANSACTION S.0000 CHARGE TO INITIATE A TRANSFER BETWEEN TWO BANK OF AMERICA ACCOUNTS FOR THE SAME CLIENT VIA CASH PRO.
THE CHARGE TO PRINT EACH CHECK AND PREPARE FOR MAILING. INCLUDES CHECK AND ENVELOPE STOCK, CHECK ISSUE 151810 CASH PRO CONNECT CKC PRNT PER CHECK 0.2500 FILE CREATION FOR RECON/POS PAY SERVICES. EXCLUDES POSTAGE AND COURIER FEES. 151830 CASH PRO CONNECT CKC PRNT AD PG PER PAGE 0.0700 CHECK. 300120 CASH PRO CONNECT CKC PRNT ADVC PER NON-NEG CHECK 0.2500 AND COURIER FEES. 151850 CASH PRO CONNECT CKC PRNT DELIV AT COST 1.2500 MONTHLY TOTAL POSTAGE AND COURIER CHARGES ASSOCIATED WITH DELIVERY OF CHECKS AND REMITTANCE ADVICES.
THE CHARGE TO PULL AND PREPARE CHECKS FOR OVERNIGHT DELIVERY TO A PAYER OR PAYEE LOCATION AS SPECIFIED 300330 CASHPRO CONNECT CKC PRNT PKG PER FILE/PER LOCATION 10.0000 IN THE SPECIAL HANDLING CODE FOR THE CHECK PAYMENT INSTRUCTION.
INCLUDING LOGOS, SIGNATURES AND LAYOUTS. ALSO, USED TO CHARGE PROGRAMMING FEES TO ACCOMMODATE 300302 CASH PRO CONNECT CKC PRNT PRGRM PER HOUR 175.0000 CUSTOM IMPLEMENTATION OR NONSTANDARD SERVICES. 151820 CASH PRO CONNECT CKC PRNT PULL PER CHECK PULLED 20.0000 HANDLING INSTRUCTIONS. 151819 CASH PRO CONNECT CKC PRNT SM DAY PER CHECK 0.1000 AN ADDITIONAL PER CHECK CHARGE FOR CLIENTS REQUIRING SAME-BUSINESS DAY PRINT AND MAIL. 300000 CASHPRO CONNECT PMTS MAINT PER SENDER ID 200.0000 MONTHLY FEE FOR CASH PRO CONNECT PAYMENTS SERVICE. 350000 CASHPRO GP ACCTS ENTITLED 0.0000 SCENARIOS. NOT INTENDED FOR BROAD USE. 350599 CASH PRO GP CUST MNTTMPLT STRG PER ITEM 0.0000 STORAGE OF A CASH PRO ONLINE WIRE PAYMENT TEMPLATE. 151350 CASH PRO IMAGE SUBSCRIPTION PER ACCOUNT/ PER MONTH 0.7200 PER ACCOUNT PER MONTH MAINTENANCE FEE FOR CASH PRO IMAGE SUBSCRIPTION. 400055 CASH PRO ONLINE CDR ACCOUNT PER ACCOUNT/ PER MONTH 5.0000 MONTHLY MAINTENANCE CHARGE FOR EACH BOA (DOMESTIC OR INTERNATIONAL) ACCOUNT ENTITLED TO CDR.
LEDGER BALANCE, COLLECTED BALANCE, 1 DAY FLOAT ETC.) NO CHARGE FOR ZERO DOLLAR SUMMARY TOTAL FIELDS (EXAMPLE: TOTAL DEBITS, TOTAL ACH CREDITS ETC) .. NOTE: ON AVERAGE A CLIENT MIGHT HAVE 10-15 SUMMARY 400275 CASHPRO ONLINE CDR ITEM PER ITEM 0.0200 FIELDS PER ACCOUNT PER DAY. 400052 CASH PRO ONLINE PDR ACCOUNT PER ACCOUNT/ PER MONTH 5.0000 MONTHLY MAINTENANCE CHARGE FOR EACH BOA (DOMESTIC OR INTERNATIONAL) ACCOUNT ENTITLED TO PDR.
FIELD: LEDGER BALANCE, COLLECTED BALANCE, 1 DAY FLOAT ETC) NO CHARGE FOR ZERO DOLLAR SUMMARY TOTAL FIELDS (EXAMPLE: TOTAL DEBITS, TOTAL ACH CREDITS ETC). NOTE: ON AVERAGE A CLIENT MIGHT HAVE 10-15 400272 CASHPRO ONLINE PDR ITEM PER ITEM STORED 0.0200 SUMMARY FIELDS PER ACCOUNT PER DAY.
TREASURY APPS (ACH, ACH PPY, BILLPAY, GLOBAL PAYMENTS, PDR/CDR, RECEIVABLES) AND IS SETUP WITH COMMERCIAL OR LG. CORPORATE SEGMENT & STANDARD PRICE PLAN IN CP TOOL. NOTE: SERVICE CODE 1720 ALSO 400299 CASHPRO ONLINE SUBSCRIPTION PER ID/ PER MONTH 5.0000 APPLIES IF CLIENT HAS PDR AND/OR CDR.
CHARGE FOR USAGE OF INFORMATION REPORTING APPLICATION WHEN COMPANY IS ENTITLED TO PDR AND/OR CDR. 400299 CASH PRO REPORTING SUBSCRIPTION PER CO ID/ PER MONTH S.0000 INCLUDES 24 MONTH DATA RETENTION FOR REPORTS.
THE FEE FOR RECEIVING AND PROCESSING A REQUEST FOR COIN AND/OR CURRENCY IN A CASH VAULT RECEIVED VIA A 100141 CHANGE ORDER-AUTO OR STNDG-VLT PER ORDER 4.5000 STANDING ORDER OR AN AUTOMATED CHANNEL. THIS FEE IS APPLIED FOR EACH CHANGE ORDER PROCESSED. 100200 CHECK DEPOSIT-ICL or ROSO PER DEPOSIT 0.1500 RECEIPT OF A TRANSMISSION WHICH CONTAINS A DEPOSIT OF AN IMAGE CASH LETTER. 100222 CHECKS DEPOSITED-BKG CENTER PER ITEM 0.1300 PAPER CHECK DEPOSITS MADE IN BANKING CENTER. 100222 CHECKS DEPOSITED-CASH VAULT PER ITEM 0.1600 PAPER CHECK DEPOSITS MADE THROUGH CASH VAULTS. 010101 CREDITS POSTED-OTHER PER ITEM 0.0100 PER ITEM FEE CHARGED TO THE RECEIVER FOR POSTING AN ELECTRONIC ITEM TO ADDA ACCOUNT.
THE FEE FOR PROCESSING THE CASH PORTION OF A DEPOSIT DELIVERED DIRECTLY TO A CASH VAULT BY CLIENT'S 100112 CURR DEPOSITED-PER NOTE-VLT PER NOTE 0.0016 ARMORED CARRIER. THE FEE IS APPLIED TO EACH NOTE DEPOSITED.
DENOMINATION) FROM A CASH VAULT. THE FEE IS APPLIED TO EACH $100 SUPPLIED (ANY PARTIAL STRAP RESULTS IN 100148 CURR SUPP-$100-NONSTD-VLT PER $100 0.1000 ENTIRE ORDER BEING TREATED AS NONSTD. 010100 DEBITS POSTED-OTHER PER ITEM 0.0100 PER ITEM FEE CHARGED TO THE RECEIVER FOR POSTING AN ELECTRONIC ITEM TO ADDA ACCOUNT. 000230 DEPOSIT BANK ASSESSMENT PER $1,000 0.0000 FOR THE MONTH.
DATA TRANSMISSION FOR EACH FILE/ BATCH. INCLUDES TOTAL ITEMS AND DOLLARS ACCEPTED, REJECTED ITEMS WITH 209999 DIGITAL DISB-ACK TRANSMISSION PER ACCOUNT/ PER MONTH 1.0000 REJECT REASON, CANCELLED ITEMS AND SUSPENDS. 209999 DIGITAL DISB-BRANDING OPTION ONE TIME -PER BRANDING/LOGO IMPLEMENTATION 425.0000 SERVICES. REQUIRED FOR BRANDING.
PER ITEM CANCEL FEE FOR SUBMISSION OF CANCELLATIONS FOR ZELLE TRANSACTIONS. TRANSACTION LEVEL 209999 DIGITAL DISS-CANCEL PER ITEM PER ITEM 0.0050 CANCELLATIONS Will BE ALLOWED IF TRANSACTION IS IN PENDING, PENDING ACCEPTANCE OR FUTURE DATED STATUS.
PER ITEM FEE FOR PROVIDING THE DIGITAL DISBURSEMENT SERVICE USING ZELLE. INCLUDES PAYMENT INITIATION 209999 DIGITAL DISS-INPUT PER ITEM PER ITEM 0.3000 TRANSACTIONS SUBMITTED VIA TRANSMISSION. 209999 DIGITAL DISB-MAINTENANCE PER ACCOUNT/ PER MONTH 16.0000 PER ACCOUNT/PER MONTH FEE FOR PROVIDING DIGITAL DISBURSEMENT SERVICES USING ZELLE.
THE PER ACCOUNT/PER MONTH CHARGE FOR PROVIDING A DAILY/MONTHLY DETAIL LISTING OUTPUT FILE FOR AN 209999 DIGITAL DISB-OUTPUT TRANS PER ACCOUNT/ PER MONTH 8.0000 ACCOUNT WITH DIGITAL DISBURSEMENT SERVICES VIA TRANSMISSION. 209999 DIGITAL DISB-PER INPUT FILE PER INPUT FILE 2.0000 TRANSMISSION.
REASONS SUCH AS ACCOUNT CLOSED, ACCOUNT NOT FOUND, ETC. DOES NOT INCLUDE CREDITS PROCESSED FOR 209999 DIGITAL DISS-RETURNED ITEMS PER ITEM 0.1500 EXPIRED ITEMS.
HOURLY FEE FOR EXCEPTION PROCESSING ON A ONE-OFF BASIS. THIS FEE REFERS TO SOME TYPE OF ONE TIME SPECIAL 209999 DIGITAL DISS-SPEC PROCESSING PER HOUR 5.0000 PROCESSING, I.E. RECREATING FILES, REPORTS, ETC. THAT HAVE BEEN APPROVED BY OPERATIONS AND/OR PRODUCT. 350123 ELEC WIRE OUT-BOOK DB PER WIRE 0.7500 RELATIONSHIP.
OUTGOING, ELECTRONICALLY INITIATED USD WIRE BEING SENT FROM OUR CLIENT'S U.S. BANK OF AMERICA ACCOUNT 350103 ELEC WIRE OUT-DOMESTIC PER WIRE 0.7500 TO A BENEFICIARY'S ACCOUNT AT ANOTHER U.S. BANK.
THE GENERAL DISBURSEMENT PER ITEM CHECKS PAID CHARGE FOR RECEIVING FRONT ONLY OR FRONT AND BACK 150102 GENERAL DISS CKS PAID-IMAGE PER CHECK 0.0760 IMAGES OF PAID CHECKS VIA IMAGE STATEMENT. 150102 GENERAL DISS CKS PAID-TRUNC PER ITEM 0.0350 GENERAL DISBURSEMENT PER ITEM FEE FOR TRUNCATED PAID CHECKS.
THE FIXED CHARGE TO MAINTAIN A CUSTOMER ON THE BANK OF AMERICA GLOBAL ADVICE SYSTEM. IF THIS SERVICE 300100 GLOBAL ADVICE AR ELEC MAINT PER ACCOUNT/ PER MONTH S.0000 CODE IS EMPLOYED, NO PER KILO CHARACTER CHARGES ARE APPLICABLE. 300522 GLOBAL ADVICE AR ELEC PER PMT PER PAYMENT 0.0075 INTERNET DESKTOP SERVICE.
TRANSACTIONS. INCLUDES PAYMENT INITIATION TRANSACTIONS SUBMITTED VIA TRANSMISSION, CASH PRO ONLINE OR 209999 GLOBAL DIGITAL DISB-PAYPAL-DOM PER ITEM 1.0000 API.
THE PER ITEM FEE FOR PROVIDING THE GLOBAL DIGITAL DISBURSEMENT SERVICE USING ZELLE. INCLUDES PAYMENT 209999 GLOBAL DIGITAL DISS-ZELLE ITEM PER ITEM 1.0000 INITIATION TRANSACTIONS SUBMITTED VIA API. 151351 IMAGE ARCHIVE-180 DAY-2 YEAR PER ITEM 0.0025 FOR 180 DAYS TO TWO YEARS. 151351 IMAGE ARCHIVE-90 DAYS PER ITEM 0.0000 FOR 90 DAYS. 100229 IMAGE DEPOSITED ITEMS-ICL PER ITEM 0.0450 BUNDLED PRICING FOR ITEMS CLEARED VIA IMAGE EXCHANGE. 100229 IMAGE DEPOSITED ITEMS-ROSO PER ITEM 0.0200 BUNDLED PRICE FOR ITEMS CLEARED AS IMAGES VIA ROSO 151350 IMAGEDROP FILE MAINTENANCE PER MONTH/ PER ACCOUNT 5.2500 REVISION/UPGRADES. 151353 IMAGEDROP PER FILE PER FILE 5.0000 IMAGEDROP FILE FEE ASSESSED ON THE DESIGNATED "PRIMARY" ACCOUNT. 151353 IMAGEDROP PER ITEM PER ITEM 0.0025 PER ITEM FEE IS BASED ON POSTED CHECKS AND DEBIT ITEMS AND ASSESSED AT THE ACCOUNT LEVEL. 350300 INCOMING DOMESTIC WIRE PER WIRE 0.5000 THE U.S.
010010 INTEREST BEARING ACCOUNT MAINTENANCE PER ACCOUNT/ PER MONTH 3.5000 ACCOUNT MAINTENANCE CHARGE FOR INTEREST BEARING ACCOUNT. 000202 LEDGER OVERDRAFT PER DAY PER DAY 20.0000 A CHARGE FOR EACH CALENDAR DAY AN ACCOUNT 15 IN AN OVERDRAFT POSITION. 150210 PAYEE POSITIVE PAY ISSUE MATCH PER ITEM 0.0051 INFORMATION. 150122 PAYEE POSITIVE PAY MAINTENANCE PER ACCOUNT 5.0000 MONTHLY MAINTENANCE FOR THE PAYEE POSITIVE PAY SERVICE. 310420 PAYMENT PORTAL CHARGEBACKS PER ITEM 1.5000 PER TRANSACTION FEE FOR RETURNS ON PAYMENT PORTAL. 310420 PAYMENT PORTAL MAINT -PROFESSIONAL PER MONTH 250.0000 MONTHLY MAINTENANCE FEE FOR PAYMENT PORTAL PROFESSIONAL PACKAGE ON PARENT CLIENT ACCOUNT. 310420 PAYMENT PORTAL TRANSACTIONS PER ITEM 0.1400 PER TRANSACTION FEE ON PAYMENT PORTAL. 310420 PAYMENT PORTAL TRANSACTIONS PER ITEM 0.0700 PER TRANSACTION FEE ON PAYMENT PORTAL. 251110 PAYMODE CON MTHLY LICENSE PER MONTH 100.0000 MONTHLY FEE FOR USE OF PAYMODE CONCENTRATOR SERVICE. 250323 PAYMODE CON RETURN PER RETURN 1.2000 PER ITEM FEE FOR EACH PAYMENT RETURNED TO THE PAYER. 250800 PAYMODE CON TRANSACTION PER PAYMENT 0.0900 PER ITEM FEE FOR EACH PAYMENT CONCENTRATED.
THE CHARGE FOR PAID NO ISSUE, CHECK VOIDED PRIOR TO PAYMENT AND PAYEE NOT FOUND POSITIVE PAY EXCEPTION 150310 POSITIVE PAY EXCEPTIONS PER ITEM 0.0000 ITEMS RELEASED TO THE CLIENT FOR DECISION. 010000 REMOTE DEPOSIT ACCOUNT MAINT PER ACCOUNT 0.0000 MONTHLY MAINTENANCE FEE 019999 REMOTE DEPOSIT CKC IMAGE PROC PER ITEM 0.0200 THE PER ITEM CHARGE FOR THE SCANNING, VALIDATION, CORRECTION AND TRANSMISSION OF REMOTE DEPOSIT ITEMS. 019999 REMOTE DEPOSIT ITEM STORAGE PER ITEM 0.0000 APPLICATION WITHIN CASHPRO. 100400 RETURNS-CHARGEBACK PER ITEM 2.0000 DEPOSITOR'S ACCOUNT. 100430 RETURNS-MAKER REQUIRED PER ITEM 0.9500 FEE OCCURS WHEN NAME OF THE WRITER OF THE CHECK IS INCLUDED ON THE ADVICE. 100402 RETURNS-RECLEAR PER ITEM 1.1000 ACCOUNT. A PER ITEM CHARGE. 100401 RETURNS-STORE PROCESSING PER ITEM 0.6500 ACCOUNT. 100112 SAFE-RECYCLER CURR DEP-$100 0.0100 FEE FOR PROCESSING SAFE OR RECYCLER DEPOSIT CASH. THE FEE IS APPLIED TO EACH $100 OF CASH DEPOSITED. 109999 SAFECONNECT-RECYCLER MAINT 20.0000 MONTHLY FEE PER SAFE FOR ELECTRONIC SAFE CONNECTIVITY REGARDLESS OF DEVICE TYPE (SAFE OR RECYCLER). 450999 SAFEKEEPING SERVICES AMOUNT 520.5000 FEE FOR PROVIDING SECURITIES SAFEKEEPING SERVICES. 100830 SUPPLIES-BAGS,TICKETS,MISC AMOUNT 50.0000 SUPPLY ORDER OF DEPOSIT BAGS PLACED THROUGH HARLAND CLARKE.
CLIENT FOR VAULT DEPOSITS PURSUANT TO A CONTRACT BETWEEN THE BANK AND AN OUTSIDE VENDOR, AND WHICH RESULTS IN EXPLICIT (I.E. HARD DOLLAR) CHARGES DR BALANCE BASED CHARGES (USING EARNINGS CREDITS). SUBJECT 101010 TRANS MGMT ARMORED CARRIER AMOUNT 1736.2800 TO THE NON-STANDARD REQUEST POLICY AND APPROVAL BY CONTRACT MANAGEMENT.
FLAT MONTHLY MAINTENANCE CHARGE FOR MAINTAINING CLIENTS DATA ON OUR IMAGE CASH LETTER SYSTEM, PER 100209 TRANSMISSION MAINTENANCE PER MONTH 75.0000 CUSTOMER; INCLUDES UNLIMITED TRANSMISSIONS. 100100 VAULT DEPOSIT PER DEPOSIT 1.2500 PER DEPOSIT FEE FOR PROCESSING A DEPOSIT DELIVERED TO A CASH VAULT. 350000 WIRE MONTHLY SUBSCRIPTION PER MONTH 5.0000 CASH PRO ONLINE GLOBAL PAYMENTS SERVICES MONTHLY MAINTENANCE (PREMIUM SUBSCRIPTION FEE). 350521 WIRE OUT-DRAWDOWN RESPONSE PER REQUEST 15.0000 CHARGE IN RESPONSE TO THE RECEIPT OF A DRAWDOWN REQUEST TO DEBIT ONE OF OUR CLIENT'S ACCOUNTS.
PAYMENTS ARE DISCOURAGED FOR LOCKBOX REMITTANCES, CURRENCY WILL BE PROCESSED TO THE LOCKBOX NUMBER
ON THE ENVELOPE USING AN INTERNAL DEPOSIT TICKET AND INCLUDED WITH CHECK TRANSACTIONS IN LOCKBOX 05013B WLBX CASH TRANSACTION PER TRANSACTION 6.2500 OUTPUTS 050424 WLBX CASH PRO REC ARCHIVE 10 YR PER IMAGE 0.3000 PER IMAGE FEE TO STORE IMAGE ON CASHPRO ONLINE RECEIVABLES FOR 10 YEARS. 050424 WLBX CASH PRO REC ARCHIVE 3 YR PER IMAGE 0.2000 PER IMAGE FEE TO STORE IMAGE ON CASHPRO ONLINE RECEIVABLES FOR 3 YEARS 050424 WLSX CASH PRO REC ARCHIVE 7 YR PER IMAGE 0.0120 PER IMAGE FEE TO STORE IMAGE ON CASHPRO ONLINE RECEIVABLES FOR 7 YEARS 050400 WLBX CASH PRO REC MAINTENANCE PER MONTH PER LOCKBOX 0.0000 RECEIVABLES PORTAL.
PER IMAGE FEE TO ACCESS IMAGES OF CHECKS, INVOICES, SUPPORTING DOCUMENTS, ENVELOPES (IF REQUESTED) AND 050424 WLBX CASH PRO REC PER IMAGE PER IMAGE 0.0030 CORRESPONDENCE (IF REQUESTED) VIA CASH PRO ONLINE RECEIVABLES PORTAL ACCOMPANYING REMITTANCE DETAIL. FEE IS BILLED PER TRANSMISSION PER LOCKBOX. FOR EXAMPLE, IF THE LOCKBOX
HAS ONE TRANSMISSION OUTPUT TO REPORT CHECKS AND A SECOND TRANSMISSION OUTPUT TO REPORT CARDS, THE 050401 WLBX DATA TRAN MAINT PER BOX PER LOCKBOX PER MONTH 160.0000 VOLUME BILLED WILL BE 2.
PER CHECK FEE TO TRANSMIT CAPTURED DATA FROM CHECKS, ENVELOPES, AND REMITTANCE DOCUMENTS. ALWAYS 050121 WLBX DATA TRANS PER ITEM PER CHECK 0.0120 USE THIS CODE WHEN BOX HAS DATA TRAN MAINT PER BOX PER DEPOSIT FEE TO ASSEMBLE CHECKS RECEIVED IN A CLIENT'S LOCKBOX. THE BILLABLE VOLUME IS DRIVEN BY THE 050300 WLBX DEPOSIT PREP PER DEPOSIT PER DEPOSIT 1.0000 NUMBER OF DAILY DEPOSIT CUT(S) SELECTED BY THE CLIENT.
INVOICE, SUPPORTING DOCUMENTS, ENVELOPE (OPTIONAL) AND CORRESPONDENCE (OPTIONAL). IF THE LOCKBOX HAS DUAL-SIDED IMAGING, THE VOLUME OF BACKSIDE IMAGES IS ALSO INCLUDED. THE CLIENT MAY REQUEST THAT ONLY OSOllR WLBX IMAGE DOCUMENTS IMAGED PER IMAGE 0.□200 BACKSIDED IMAGES WITH CONTENT ARE IMAGED.
INVOICES, SUPPORTING DOCUMENTS, ENVELOPES (OPTIONAL) AND CORRESPONDENCE (OPTIONAL) AND DEPOSIT 050401 WLBX IMAGE TRANS MAINTENANCE PER MONTH 75.0000 INFORMATION. USE IN CONJUNCTION WITH WLBX IMAGE TRANS PER IMAGE.
PER IMAGE FEE TO TRANSMIT IMAGES OF CHECKS, REMITTANCES, ENVELOPES AND CORRESPONDENCE IN AN IMAGE 050420 WLBX IMAGE TRANS PER IMAGE PER IMAGE 0.0050 TRANSMISSION. USE IN CONJUNCTION WITH WLBX IMAGE TRANS MAINT.
PER MONTH FEE TO PROVIDE DATA AND IMAGES OF LOCKBOX REMITTANCE DETAIL VIA IMAGEDROP. USE IN OS040S WLBX IMAGEDROP MAINTENANCE PER MONTH/ PER ACCOUNT 6.0000 CONJUNCTION WITH WLBX IMAGEDROP PER FILE AND WLBX IMAGEDROP PER IMAGE.
PER FILE FEE TO PROVIDE DATA AND IMAGES OF LOCKBOX REMITTANCE DETAIL VIA IMAGEDROP. THE BILLABLE VOLUME IS DRIVEN BY THE NUMBER OF REPORTING FILES SELECTED BY THE CLIENT (DAILY, WEEKLY, MONTHLY). USE IN 050405 WLBX IMAGEDROP PER FILE PER FILE 7.0000 CONJUNCTION WITH WLBX IMAGEDROP MAINTENANCE AND WLBX IMAGEDROP PER FILE.
PER IMAGE FEE TO PROVIDE DATA AND IMAGES OF LOCK BOX REMITTANCE DETAIL VIA IMAGEDROP. USE IN OS040S WLBX IMAGEDROP PER IMAGE PER IMAGE 0.0050 CONJUNCTION WITH WLBX IMAGEDROP MAINTENANCE AND WLBX IMAGEDROP PER FILE.
PER MONTH MAINTENANCE FEE FOR USE OF AN IMAGE LOCKBOX. IF THE LOCKBOX IS SETUP WITH SCANNABLE 050000 WLBX LOCKBOX MAINT PER BOX PER LOCKBOX PER MONTH 160.0000 PROCESSING, THIS FEE IS NOT BILLED AND INSTEAD THE CLIENT WILL BE BILLED UNDER WLBX SCANNABLE LBX MAINT. 050100 WLBX LOCKBOX PROC PER ITEM PER ITEM 0.2000 WITHOUT A SCANNABLE OCR COUPON.
CORRECTION SERVICE. IF THE CLIENT HAS BOTH SERVICES THE BILLABLE VOLUME WILL BE 2. USE IN CONJUNCTION WITH OS0101 WLBX MATCH OR CORRECT MAINT PER LOCKBOX PER MONTH 85.0000 WLBX MATCH OR CORRECT PER ITEM AND WLBX MATCH OR CORRECTED ITEM.
FOR THOSE ITEMS THAT FAIL TO MEET THE CLIENT'S NEGOTIABILITY INSTRUCTIONS THUS REQUIRING ONLINE CORRECTION (REVIEW UNBALANCED TRANSACTIONS, OR MULTIPLES, ETC.) THE BILLABLE VOLUME IS CHARGED FOR ALL CHECK VOLUME RECEIVED IN THE LOCK BOX. USE IN CONJUNCTION WITH WLBX MATCH OR CORRECT MAINT AND WLBX 050101 WLBX MATCH OR CORRECT PER ITEM PER ITEM 0.0200 MATCH OR CORRECTED ITEM.
PER CHECK FEE FOR EACH ITEM REVIEWED ANO EDITED BY THE CLIENT VIA THE ACCOUNTS RECEIVABLE (AR) MATCHER SERVICE WITH ONLINE CORRECTION. THE BILLABLE VOLUME 15 BASED ON THE NUMBER OF CHECK TRANSACTIONS THE 050127 WLBX MATCH OR CORRECTED ITEM PER ITEM REVIEWED 0.0500 CLIENT EDITS. USE IN CONJUNCTION WITH WLBX MATCH OR CORRECT MAINT AND WLBX MATCH OR CORRECT PER ITEM.
MINIMUM PRICE. THE AMOUNT OF THE ACTUAL MINIMUM FEE 15 THE DIFFERENCE BETWEEN THE LOCK BOX MINIMUM 050104 WLBX MINIMUM CHARGE MINIMUM 25.0000 PRICE LESS THE TOTAL OF THOSE LOCKBOX ITEM/CHECK FEES.
PER TRANSACTION FEE TO REJECT AN ITEM THAT FAILS TO MEET THE CLIENT'S SPECIFIED PROCESSING INSTRUCTIONS.
THIS INCLUDES NON-PROCESSABLE ITEMS (RIPPED, TORN ITEMS), CARD TRANSACTIONS DECLINED/FAIL MERCHANT 050S30 WLBX REJECTED ITEM PER ITEM 0.1250 AUTHORl2ATION, AND ITEMS REJECTED BY THE CLIENT VIA THE ONLINE CORRECTION SERVICE. 050020 WLBX SCANNABLE LBX MAINT PER LOCKBOX PER MONTH 90.0000 PER MONTH MAINTENANCE FEE FOR USE OF A SCANNABLE LOCKBOX.
IN INSTANCES WHERE MULTIPLE CHECKS AND OR INVOICES ARE RECEIVED IN A SINGLE REMITTANCE ENVELOPE. USE IN 50101 WLBX SCANNABLE PROC MULTIPLES PER ITEM 0.2500 CONJUNCTION WITH WLBX SCANNABLE PROC PER INV.
PER INVOICE (OR COUPON) FEE TO PROCESS EACH OCR-READABLE COUPON WITHIN A SCAN NAB LE LOCKBOX. USE IN 050101 WLBX SCANNABLE PROC PER INV PER INVOICE 0.0300 CONJUNCTION WITH WLBX SCANNABLE PROC PER ITEM SINGLE OR WLBX SCANNABLE PROC PER ITEM MULTI.
WHOLESALE PROCESSING (WITHOUT COUPON) ON A SCANNABLE LOCKBOX. USE IN CONJUNCTION WITH WLBX 050112 WLBX SCANNABLE SORT MAINT PER MONTH 30.0000 SCANNABLE SORT PER ITEM.
PROCESSING (WITHOUT COUPON) ON A SCANNABLE LOCKBOX. USE IN CONJUNCTION WITH WLBX SCANNABLE SORT OS0155 WLBX SCANNABLE SORT PER ITEM PER ITEM 0.0300 MAINT.
ADDRESS (MAIL PICKED UP FROM THE POST OFFICE BY A BANK COURIER MULTIPLE TIMES A DAY). THE OTHER SOURCES INCLUDE, BUT ARE NOT LIMITED TO CLIENT, LOCAL, OR NATIONAL COURIERS. PRIORITY MAIL, AND USPS TRACKABLE 05011P WLBX WALK-IN COURIER PKG ITEM PER ITEM 6.2500 MAIL. 010112 ZBA PER TRANSACTION PER ITEM 0.1000 A CHARGE FOR THE DEBIT SETTLEMENT TRANSACTION BETWEEN A ZBA PARENT AND SUB.
COLLECTING FUNDS FROM THE ZBA/TFR SUBSIDIARY ACCOUNTS. THIS CHARGE IS IN ADDITION TO STANDARD ACCOUNT 010020 ZBA·DEPOSITORY+ MASTER MAINT PER ACCOUNT/ PER MONTH 10.0000 MAINTENANCE.
RECEIVES FUNDS FROM THE ZBA/TFR MASTER ACCOUNT. THIS CHARGE IS IN ADDDITION TO STANDARD ACCOUNT 010021 ZBA-SUBSIDIARY ACCOUNT MAINT PER ACCOUNT/ PER MONTH 6.0000 MAINTENANCE.
AMENDMENT OF THE MERCHANT PROCESSING AGREEMENT
This Amendment No. 1 ("Amendment 1") is made and entered into by and between Bank of America, N.A., for itself and as a signee of/Ba,nc o: America Merchant Services, LLC ("Bank") and City of Riverside, California ("Cus~omer") as of this ~✓ day of ·•z f.,,_ 1 · i? r , 2021 ("Amendment Effective Date"), to amend and supplement that certain Merchant Processing Agreement ("Agreement") between the parties dated May 17, 2013.
In consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Customer do hereby agree as follows:
I. Amendment of Section 22.2. The term of the Agreement is extended an additional five (5) years with the option to renew annually for an additional two (2) years thereafter.
IL Amendment of Schedule A; Fee Schedule. The chart of fees at the beginning of the Fee Schedule is hereby deleted and replaced with the following, as of the Amendment Effective Date:
Merchant Name: City of Riverside Average Ticket: $266.00 Contract Term (Years): 5 Annual Volume: $1 17.320.698
Transmission Metl1od: Non Dial Fee Collection Frequency Monthly Pricing Method: Interchange Plus
Processing Fees: 'Authorization Fee- Per Authorization Attempt "'Per Item Fee- Per Settled Sale and Credit Transactions "" The discount rate is charged as a% of total gross dollar volume Card Type Auth Fee* Per Item Fee** Discount Rate***
Visa $0.0450 $0.0000 0.0400%
MasterCard $0.0450 $0.0000 0.0400%
American Express $0.0450 $0.0000 0.0000%
Discover Full Service $0.0450 $0,0000 0.0400%
Discover Direct $0.0450 $0.0000 0.0000%
PIN Debit $0.1000 $0.0000 0.0000%
Voyager- Full Service $0.0450 $0.0000 2.3000%
Per Occurrence Fees: Amount Description
Chargeback Fee $0.00 Per Chargeback
Return Item Fee $0.0450 Per Visa/MC Credit (Return) Transaction ACH Reject Fee $25.00 Per ACH RetLtrned Item
Systems Enhancements $250.00 Per Hour of Coding
CNP AVS Fee $0 01 Per CNP Address Verification
Voice Auth/ARU Fee $055 Per Voice Autl1/ARU Item
PIN Debit Adjustment $3.00 Per PIN Debit Adjustment
All telecommunications costs/Third Party Fees will be passed through to CUSTOMER.
Interchange Schedule and Qualification Attachments (Interchange Schedules) Visa and MasterCard Interchange BANA.MVD.F20.2.IC_Gross MSA Discover Interchange BANA.MVD.F20.2.IC_Gross MSA
PIN Debit Switch and lntercl1anqe Fees 2020 BANA Debit Network Standard Fees FD Ill. Agreement Confirmation. Except as otherwise amended hereby, the Agreement is hereby ratified in all respects and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 1 to be duly executed by their authorized officers, all as of the day and year first written above.
BANK CA, N.A. CITY OF RIVERSIDE
BV.~'-""""~-=-=- - -'--'c....,."-----' BY: _____________ _ TITLE:. ___________ _
DATE: DATE: ___________ _
FORM
City of RiversiJ?~~'AI Arneod to Meccb ~~LN JHB
Deputy City Attorney
CERTIFIED AS TO FUNDS AVAILABILITY:
BY ~~ Chief ~ancialOer ityTreasurer
AMENDMENT OF THE MERCHANT PROCESSING AGREEMENT
This Amendment No. 1 ("Amendment 1") is made and entered into by and between Bank of America, N.A., for i~ elf and as assj nee of Br nc of America Merchant Services, LLC ("Bank") and City of Riverside, California (" Customer") as of this ;; v'J ( I day of '.> C ·,·i,1 1-· "Ir, 2021 ("Amendment Effect ive Date"), to amend and supplement that certain Merchant Processing Agreement ("Agreement") between the parties dated May 17, 2013.
In consideration of the mutual covenants herein contained , and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Customer do hereby agree as follows:
I. Amendment of Section 22.2. The term of the Agreement is extended an additional five (5) years with the option to renew annually for an additional two (2) years the reafter .
II. Amendment of Schedule A; Fee Schedule . The chart of fees at the beginning of the Fee Schedule is hereby deleted and replaced with the following , as of the Amendment Effective Date :
Mercl1ant Name: City of Riverside Average Ticket: $266.00 Contract Term (Years): 5 Annual Volume: $117,320,698
Transmission Met11od: Non Dial Fee Collection Frequency Monthly Pricing Method: Interchange Plus
Processing Fees: • Authorization Fee- Per Authorization Attempt ' 'Per Item Fee- Per Settled Sale and Credit Transactions .. ' The discount rate is charged as a % of total gross dollar volume Card Type Auth Fee* Per Item Fee** Discount Rate***
Visa $0.0450 $0.0000 0.0400%
MasterCard $0.0450 $0.0000 0.0400%
American Express $0.0450 $0 0000 0.0000%
Discover Full Service $0.0450 $0.0000 0.0400%
Discover Direct $0.0450 $0.0000 0.0000%
PIN Debit $0.1 000 $0.0000 0.0000%
Voyager- Full Service $0.0450 $0.0000 2.3000%
Per Occurrence Fees: Amount Description
Chargeback Fee $0 DO Per Chargeback
Return Item Fee $0.0450 Per Visa/MC Credit (Return) Transaction ACH Reject Fee $25.00 Per ACH Returned Item
Systems Enhancements $250.00 Per Hour of Coding
CNP AVS Fee $0.01 Per CNP Address Verification
Voice Auth/ARU Fee $0.55 Per Voice Auth/ARU Item
PIN Debit Adjustment $3.00 Per PIN Debit Adjustment
All telecommunications costs/Third Party Fees will be passed through to CUSTOMER.
Interchange Schedule and Qualification Attachments (Interchange Schedules) Visa and MasterCard Interchange BANA.MVD.F20.2.IC_Gross MSA Discover Interchange BANA.MVD.F20.2.IC_Gross MSA
PIN Debit Switch and Interchange Fees 2020 SANA Debit Network Standard Fees FD Ill. Agreement Confirmation. Except as otherwise amended hereby, the Agreement is hereby ratified in all respects and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 1 to be duly executed by their authorized officers , all as of the day and year first written above .
CITY OF RIVERSIDE
BY: ___________ _
TITLE: __________ _
DATE: ___________ _
CERTIFIED AS TO FUNDS AVAILABILITY:
City of Riverside(~~ :- Amend to Merch roe _,,m,,--w/1,,, ,,.1) CLN ---- ....... ~~-+*;,_ ____ _
JHB
h
BY:_~-..;;,:-,~ ~ ----
---BANK OF AMERICA ~q
Bank of America Corporate Card Service Agreement
This Bank of America Corporate Card Service Agreement (the "Agreement" ) is made by and between Bank of America, N.A., a Bank of America company ("Bank of America") and City of Riverside ("Company") and shall be effective as of ("Effective Date").
The terms "we," "us" and "our" refer to Bank of America. The terms "you" and "your" refer to Company .
With our Corporate Card Services you are allowed to open Card Accounts for your business purposes . You may select one or more of the following card programs: purchasing card program; travel and entertainment card program; accounts payable card program or fleet card program; and the ancillary services set out in Section 17 of this Agreement (each, a "Service," and collectively , the "Services"). You may begin using a Service once we have approved such use and we have received all required and properly executed forms and you have successfully completed any testing or training requirements . Whenever you use a Service, you agree to be bound by this Agreement , as amended from time to time, and to follow the procedures in the applicable Materials.
1. DEFINITIONS
AML/Sanctions Laws. All applicable laws relating to client identification, the prevention of money-laundering, terrorism, the use of proceeds of crime, economic or political sanctions, including Sanctions, and any other similar matter.
Applications. Proprietary Software and/or Materials accessed through our digital platforms or through any of our third party vendor sites and any related services used to provide the Services, including (i) the Global Reporting Management System ("GRAM") hosted by MasterCard, (ii) a pin platform run by us, (iii) a payment center for US cardholders run by Total Systems, (iv) the Works System, and (v) any other third party vendor we may use from time to time .
Authorized User. Any person or entity, including any Cardholder, with your actual, implied or apparent authorization to use the Services and/or Applications.
Billing Statement. The official invoice provided to you, a Participant and/or Cardholder which identifies each Transaction posted during the billing cycle, the date of each Transaction and the applicable fees and charges, payment amount due and Payment Due Date.
Business Day. Each day on which we are open for business related to the Services.
Card. Each plastic card which we issue for your Card Account using a Service .
Card Account. Each MasterCard ® or Visa® account which we issue to you or to a Cardholder with respect to a Service , including a Cardless Account.
Cardholder. Your employee or any other person whom you designate in writing and whom we approve to receive a Card. If you or a Cardholder makes a Card Account number, Convenience Check, or a number associated with a Cardless Account available to another party, that person will also be considered a Cardholder.
Cardholder Account. A sub-account of your Card Account, which is set up by us for each Cardholder (at your request), for reporting and/or billing purposes.
Cardless Account. An Account for which we assign only an account number, but no Card is issued.
Cash Advance. Use of a Card Account through a Card or Convenience Check to obtain cash from a participating financial institution, merchant or automated teller machine . "Cash" for these purposes includes currency, and any other items readily convertible into cash such as money orders, travelers checks, foreign currency, lottery tickets, casino chips and race-track wagers, regardless of whether you allow Cardholders to purchase such items.
Client Proprietary Information or CPI. All the data of a Client stored on our database systems related to the Services that constitute Confidential Information, including Personal Data.
Confidential Information . All information concerning or relating to a party or any of its affiliates, employees, agents or representatives , including:
i. a party's business practices and strategies or information concerning business practices or strategies, including any documents prepared by a party or any of its employees, agents or representatives (including lawyers, accountants and financial advisors); and
ii. any other information which is manifestly confidential by virtue of its nature or description or which a party expressly designates as being confidential.
Convenience Check. A check which we may provide to you, upon your request, to draw on a Card Account. 00-35-618 2NSBW 02-28-2020 AK Page 1 of 16
Bank of America - Confidential © 2020 Bank of America Corporation ---BANK OF AMERICA qq
Data Protection Laws. Collectively, all U.S. national and state laws and regulations , the EU Data Protection Directive (Directive 95/46/EC), the EU General Data Protection Regulation (Regulation 2016/679) , and the United Kingdom Data Protection Act 1998, and all other applicable laws regarding the collection, use, storage, transfer and processing of data, including Personal Data, relating to individuals (or, where applicable, legal persons). The term Data Protection Laws includes any laws, regulations or decrees promulgated by a financial regulator governing the use and/or disclosure of customer data, including bank secrecy obligations .
Data Protection Authority. The competent authority for regulating the processing of Personal Data in a relevant jurisdiction .
De-identification or De-identified. Removing , obscuring, masking, or obfuscating enough Personal Data from a record to ensure that the remaining information does not directly or indirectly identify an individual.
E-commerce Laws. All applicable laws for or on the regulation of commerce and business via electronic means.
Employee Misuse. Use of a Card Account , Convenience Check or Card where: (i) the person or entity using the Card Account, Convenience Check or Card is your employee or agent; (ii) that person or entity has actual, implied or apparent authority to use the Card Account, Convenience Check or Card; and (iii) that use does not benefit you directly or indirectly .
Extended Workforce. Any of our subcontractors or vendors with access to CPI.
Financial Services Industry Best Practices. The standards, policies and practices generally used in the corporate card issuing business by banks of comparable size and scope to us, including appropriate mitigating controls.
Fraud. Misuse or theft of card information by individuals that are not your employees or agents that involves, but is not limited to, account takeover, counterfeit cards, losUstolen cards , fraudulent card not present Transactions, skimming , database hacking, franchise software hacking or phishing.
Grace Days. The number of days after the Billing Statement closing date within which payment is due.
Guarantor . A person or entity, other than you or a Participant, that agrees to assume responsibility for your obligations under the Agreement , including payment of any amounts owed.
Information Processing System(s). The individual and collective electronic, mechanical, and software components of our and our Extended Workforce's operations that store, access, process or protect data related to the Services .
Information Security Event. Any situation where there is unauthorized access, acquisition, unauthorized use or disclosure of unencrypted CPI or encrypted electronic CPI and the relevant confidential process(es) or key(s), that is capable of compromising the security, confidentiality or integrity of the CPI maintained by us and, with respect to Personal Data, that we have determined creates a substantial risk of identity theft or fraud against an individual.
Information Security Policy. Our written information security policy , which may be amended from time to time by us in our discretion .
License. A non-transferable, nonexclusive, worldwide, revocable, limited license to access and use the Applications and any related services, in a manner intended for authorized use, and to the extent authorized by us.
Materials. The Software, user identification codes, passwords, codes , keys, test keys, security devices, authenticators, personal identification numbers.embedded algorithms, digital signatures and certificates , other similar devices and information , User Documentation and any documentation we provide to you in connection with the Services .
Notifiable Event. Any actual or suspected loss or theft of a Card, Convenience Check or Card Account or any actual or suspected Unauthorized Use or Fraud.
Participant. A Subsidiary or affiliate of yours which you designate in writing on a Participant Account Form and which we approve, for us to issue a Card Account with its own account number. A Participant Account Form, upon completion by you and approval by us, will be made a part of this Agreement.
Payment Due Date . The payment due date shown on the Billing Statement which date shall be the last day of the Grace Days or such other agreed between us in writing .
PCI-DSS. The Payment Card Industry - Data Security Standard as amended from time to time and any successor standard adopted by the payment card industry establishing security standards for payment cards .
Personal Data. Means (i) any "non-public personal information " as such term is defined under Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq. and the rules and regulations issued thereunder ; (ii) any "personal data" as defined in EU Directive 95/46/EC, EU Regulation 2016/679, the United Kingdom Data Protection Act 1998 or any equivalent or similar concept of personal data or personal information under any applicable law; or (iii) any other information that can specifically identify an individual , such as name , address and social security number ("SSN"), together, in each case, with any other information that relates to an individual who has been so identified. 00-35-6182NSBW 02-28-2020 AK Page 2 of 16
Bank of America - Confidential © 2020 Bank of America Corporatio n --BANK OF AMERICA q?
Program Administrator. One or more individuals designated by you as our primary contact for the Card Accounts who is authorized to take actions necessary or appropriate to maintain the Card Accounts, including, without limitation, designating persons to receive Card Accounts, receiving communications from us related to the Card Accounts, requesting the closure of Card Accounts and otherwise communicating with us with respect to the Card Accounts.
Program Data. Any Software, Materials, data, technical assistance, training and related technical data, and any media in which any of the foregoing is contained.
Sanctions. Any sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury's Office of Foreign Assets Control), the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority .
Software. Web-based applications accessed via a Website and/or the programs and data files provided by us for use on a computer in connection with the Services.
Subsidiary. Any entity in which more than 50% of the ownership interest is owned or controlled, directly or indirectly, by you. The term "Subsidiary" does not include affiliates or other entities in which 50% or less of the ownership interest is owned, directly or indirectly, by you.
Transaction. The purchase or reservation of goods or services or a Cash Advance made or facilitated by use of a Convenience Check or Card Account.
Unauthorized Use. Use of a Card Account, Card or Convenience Check by a person or entity (i) who is not your Cardholder, employee or agent, (ii) who does not have actual, implied or apparent authority to use the Card Account, Convenience Check or Card and (iii) whose use does not benefit you directly or indirectly.
User Documentation. Any written information we may provide to you, including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service. Current User Documentation is available upon your request.
Website. Any internet website and/or online access channel for use in accessing the Services .
Workforce. Our employees with access to CPI.
2. OUR OBLIGATIONS
2.1 Card Accounts. We will open Card Accounts upon your request which Cardholders may use to conduct Transactions for your business.
All Transactions made on a Card Account are considered authorized by you unless we receive and have had a reasonable period of time to act upon written notice from you that the Cardholder is no longer authorized to use the Card, Convenience Checks or the Card Account.
Upon your request, we may also provide Convenience Checks with respect to your Card Accounts . At your request, we may also establish a Cardless Account. If you so request, we will provide to the Cardholder, at the address you or the Cardholder specifies, a Billing Statement reflecting the Cardholder's use of the relevant Card Account. We may deny authorization of any Transaction if we suspect fraudulent activity or Unauthorized Use or for any other reason. Notwithstanding anything to the contrary in the "Limitations of Liability" section of this Agreement, we will not be liable for any failure to authorize a Transaction.
2.2 Qualifications. We are responsible only for performing the Services expressly provided for in this Agreement. We may contract with an outside vendor in performing the Services, however we will remain responsible for their performance of any services under this Agreement.
2.3 Compliance with law. We will provide the Services in a manner which is materially compliant with all laws to which we may be subject (including all AML/Sanctions Laws and Data Protection Laws). We represent and warrant to you on and as of each day on which we provide a Service to you that our performance of our obligations does not materially violate any law applicable to us or facilitate illegal Transactions in the United States.
2.4 OFAC. We will implement reasonable systemic protocols to decline attempted Transactions that would violate Sanctions, or that would result in a violation by any person (including any person participating in the Transaction, whether as advisor, investor or otherwise) of Sanctions. We will monitor activity on your Card Accounts for activity that may be expected to lend, contribute, or otherwise fund any activities of a business or person in countries subject to Sanctions and may review such activity with you as may be necessary.
2.5 External Fraud. We will assume the financial liability for Fraud, including Unauthorized Use, subject to Sections 9.2 and 11.3 if you or a Cardholder has not authorized or participated in the specific Transaction and you give us notice as soon as practicable, but not later than 60 days after you receive the Billing Statement on which the Transaction occurs or the Business Day after discovery of the Fraud, whichever is earlier.
2.6 Internal Fraud. We are not responsible for internal fraud or collusion, including Employee Misuse. However, we offer misuse insurance which may to help you with recovery from card networks . 00-35-6182NSBW 02-28-2020 AK Page 3 of 16
Bank of America - Confidential © 2020 Bank of America Corporation ---BANK OF AMERICA qq
3. YOUR OBLIGATIONS
3.1 Use of accounts. You shall use, and shall ensure each Cardholder uses, each Card Account solely for your business purposes in accordance with the terms of the relevant Service .
3.2 Management of the Services. You must actively manage, monitor and review your program activity, Billing Statements, Transactions and Services . You agree to use commercially reasonable fraud prevention control tools as provided by us.
3.3 Obligation to pay. Except for Unauthorized Use that has been properly reported to us (when such report is necessary), you shall pay for each Transaction, regardless of its purpose or whether the Cardholder signed a sales draft or received a receipt. In addition, you shall pay our fees and charges as set forth in the schedule of charges currently in effect for you .
3.4 Status of Cardholders. You represent and warrant to us that each Cardholder is a current employee or agent of the Company. Each Cardholder will be acting as your agent in connection with the receipt of the Services by you. If a Cardholder ceases to be your employee or agent, or otherwise becomes ineligible to use a Card, you must immediately inform us and destroy or return to us as soon as practicable the Card allocated to that Cardholder.
3.5 Your ability to perform your obligations. You will promptly furnish such financial and other information as we request for the purpose of reviewing your ability to perform your obligations to us. You represent and warrant to us that, on the date of the Agreement and on each day that you use the Services or provide any information, all such information about your employees, agents and your company is true, accurate and complete.
3.6 Verification of details. You must check, and must ensure that each Cardholder checks, to ensure that the information embossed on each new Card or printed on each Convenience Check is correct, and you will contact us immediately if there is an error .
3.7 Change in Program Administrator. You acknowledge that the Program Administrator(s) is authorized to manage all changes to your Cardholder Accounts. You assume and accept all responsibility for the actions, authorized or unauthorized, of your Program Administrator. You must give us prompt written notice upon any Program Administrator being added, replaced or removed.
3.8 Security of your data. You are responsible for protecting and maintaining the security and confidentiality of your data and the data of your Cardholders (including any and all user IDs, passwords and card personal identification numbers (PINs) issued in connection with a Service), for ensuring that it is adequately backed-up and that no person makes such data available to any other person or for any unauthorized purpose. We are not responsible for your loss of your data or the data of your Cardholders that is not maintained on our or our vendors' systems.
3.9 Compliance with law. You must comply, and you must ensure that your Cardholders and all Transactions comply, with all laws to which you, that Cardholder or that Transaction may be subject, including all AML/Sanctions Laws and Data Protection Laws. You must do all things and provide all information which we may request from you to allow us to comply with our obligations under any AML/Sanctions Laws, including (if necessary) providing us with any information required to establish and verify the identity and background of any Cardholder . You represent and warrant to us on and as of each day on which we provide a Service to you that your performance of your obligations does not and will not violate any law applicable to you or facilitate illegal transactions, including those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq.
3.10 OFAC Covenant. You covenant that you will not use or permit any Cardholder to use, any Card, Cardless Account, Cash Advance or Convenience Check to transact, lend, contribute, or otherwise make available funds to any Subsidiary, joint venture partner or other individual or entity ("Person"), to fund any activities of or business with any Person, in Cuba, Iran, North Korea, Sudan, Syria, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as advisor, investor or otherwise) of Sanctions.
3.11 Binding on Participants. If you are a Participant, you agree and acknowledge that the Company has executed the Agreement for and on behalf of you, and that by using the Services, you agree to be bound by all provisions of the Agreement and authorize the Company to take any and all actions on your behalf in respect of the Agreement, including entering into this Agreement on your behalf.
3.12 Approvals. In addition to any approvals you are required to obtain pursuant to Section 21.3, you must obtain any governmental or regulatory mandated approvals necessary for you to use the Services , including any labor relations related approvals.
3.13. Security over Real Property. Unless we agree with you in writing, we will not take real property as collateral for amounts you owe us.
4. CREDIT LIMITS
4.1 Credit limit. For each Service, we will establish one total credit limit for all your Card Accounts issued to the Company and all Participants.
The Company shall determine an individual credit limit for each Cardholder Account which is part of any of your Card Accounts issued to the Company and all Participants. The individual credit limits for each Card holder Account, when aggregated, may exceed the total credit limit for all Card Accounts issued to the Company and all Participants. However, this will not increase the total credit limit. Upon your request and if approved by us, we may increase the total credit limit or any individual limit. We may, without prior notice, decrease the total credit limit or any individual limit in our reasonable discretion. We also may, at our discretion, delay in crediting payments received from you against your credit limit if you have only made a partial payment of amounts due or if your payment has not cleared . 00-35-6182NSBW 02-28-2020 AK Page 4 of 16
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4.2 Transactions exceeding the credit limit. You agree not to incur obligations which would cause the total credit limit for all of your Card Accounts to be exceeded. We may make available online tools and standard reporting for you to monitor Cardholder activity. If you do exceed the total credit limit for all of your Card Accounts, we may refuse any Transactions on all of your Card Accounts. We also may require the entire balance owing on your most recent Billing Statement to be immediately due and payable before we allow for further use of your Card Accounts . If an individual Card limit is exceeded, we may (i) refuse any Transactions as applicable on that Cardholder Account that is individually billed, until a payment is made to reduce the balance below the individual Cardholder's credit limit or, for centrally billed Cardholders, until you increase that Cardholder's credit limit or wait until the next billing cycle for the account credit limit to refresh and/or (ii) charge you a fee as set out in the schedule of charges currently in effect for you.
5. TRANSACTIONS IN OTHER CURRENCIES
5.1 Currency conversion. If you make a Transaction in a currency other than U.S. dollars, Visa or MasterCard will convert the charge or credit into a U.S. dollar amount. The conversion rate on the processing date may differ from the rate on the date of your Transaction . The exchange rate used by Visa will either be (i) a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may differ from the rate Visa receives, or (ii) the government-mandated rate in effect for the central processing date. MasterCard will use an exchange rate of either (i) a wholesale market rate or (ii) a government-mandated rate.
5.2 International Transaction Fee We may add a fee to the U.S. dollar amount of any Transaction that is made in a foreign currency (the "International Transaction Fee"). The International Transaction Fee is set forth in the schedule of charges currently in effect for you and will be rounded up to the nearest penny, cent or centime (as applicable).
6. DISPUTES WITH MERCHANTS AND SUPPLIERS
6.1 Disputes with merchants and suppliers. We will have no liability for goods or services purchased using a Service, or for a merchant's or supplier's failure to honor purchases made with, or for a merchant's or supplier's failure to deliver goods or services purchased using a Service. If you have any questions, problems or disputes concerning the quality of any goods or services purchased using a Service, a purchase price discrepancy, warranty or other performance issues or any other purchase matter, you must contact the merchant or supplier directly. You may not rely on any claim or dispute concerning the purchase of goods or services using a Service to avoid your payment obligations under the Agreement.
Notwithstanding the foregoing, where we processes any request for a Transaction refund through a card network on your behalf, which for the avoidance of doubt shall be processed in accordance with the operating rules and regulations of such card network, you agree that in a dispute with a merchant or supplier, we will be subrogated to your rights and each Cardholder's rights against the merchant or supplier and you will assign (and cause the Cardholder to assign) to us the right to assert a billing error against the merchant or supplier. You will, and will cause the Cardholder to, do whatever is necessary to enable us to exercise those rights. We may reverse from any Card Account any Transactions relating to the dispute.
6.2 Authorization for Transactions. A merchant or supplier may seek prior authorization from us before completing a Transaction . If you advise us in writing that you desire to prevent Transactions from merchants falling within certain categories we designate in our User Documentation, we will take reasonable steps to prevent authorization of Transactions from these types of merchants. However, we will not be liable to you if merchants or suppliers nonetheless accept a Card, Convenience Check or Card Account for other types of Transactions, or if authorization for a Transaction is not given. We may also refrain from authorizing a Transaction for any reason whatsoever in our reasonable discretion.
6.3 Forms of Consent. You need to consent to each Transaction (whether by a Cardholder giving consent or otherwise) so that we can verify that it is genuine . A Transaction can be consented to by:
i. using a Card with the relevant card PIN or a signature; ii. using the account number and other details requested; iii. presenting a Card to the supplier's terminal if the Transaction is made using contactless technology ; or iv. such other means as you and we may from time to time agree.
We may deem Transactions which have not been consented to in one of the above manners to be unauthorized and we may decline to process such Transactions. This is in addition to any other rights we have to decline Transactions.
7. CONVENIENCE CHECKS
If we provide Convenience Checks with regard to a Card Account, they may not be used to make payment on the Card Account. We may pay a Convenience Check and post its amount to the Card Account regardless of any restriction on payment, including a Convenience Check that is post-dated, that states it is void after a certain date or that states a maximum or minimum amount for which it may be written. 0 nee paid, Convenience Checks will not be returned to you or the Cardholder.
If you wish to stop payment on a Convenience Check, you must call us at the customer service number shown on your Billing Statement and provide such information as we request or is required under the relevant User Documentation. We will stop payment if we receive your request on or before the Business Day before the Business Day on which we would otherwise pay the Convenience Check. The date on which we would pay a Convenience Check may be prior to the date it would post to your Card Account. A stop payment order will remain in effect for up to six months.
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8. CARDLESS ACCOUNTS; ACCOUNTS NOT IN NAME OF INDIVIDUAL We may, at your request, establish a Cardless Account or establish a Card Account with a designation which is not an actual individual, including, designation of a vehicle identification number, license number, department name or "Authorized Representative" on the Card Account. You may provide the number associated with the Cardless Account to your employees and agents.
9. STATEMENTS
9.1 Issue of statements. We will provide to the Program Administrator , or other person you designate in writing to us, a Billing Statement for centrally or corporate billed accounts which will identify each Transaction posted during the billing cycle and the date of the Transaction . The Billing Statement will also list any applicable fees and charges for a Service. For individually billed Cardholder Accounts, we will provide a copy of the Billing Statement covering the use of the relevant Cardholder Account to the appropriate Cardholder at the address which you or the Cardholder provides to us at no additional cost and we will not provide any Billing Statements for those accounts to the Program Administrator . The Program Administrator will have the ability in the online application tool to review and sort all Cardholder activity .
9.2 Review of statements. Once you receive a Billing Statement, you must review it and notify us by telephone (using the appropriate telephone number set out in the Billing Statement), electronic mail, or other method that may be agreed upon by you and us, of any Transaction appearing on that Billing Statement which you consider may have resulted from any Fraud, including Unauthorized Use. You must give us this notice as soon as practicable but in any event not later than 60 days after you receive the Billing Statement. If you opt to have individual statements sent to individual Cardholders, you must ensure that each relevant Cardholder complies with the provisions of this Section 9.2. Subject to the requirements of any applicable laws, if you do not (or if a relevant Cardholder does not) give us notice in accordance with this Section 9.2, we will not be liable for refunding any amounts relating to that Transaction .
9.3 Electronic disclosures. You agree that we may provide or make available Billing Statements and any other disclosures or information by electronic means, including by way of electronic mail or a Website .
10. PAYMENT OF CARD ACCOUNTS; SET-OFF
10.1 Payment of statement amount. You will pay to us the total amount shown as due on each Billing Statement on or before the Payment Due Date shown on the Billing Statement. Where we have agreed with you in writing to take payments from Cardholders you must ensure that the relevant Cardholder pays on your behalf. If we do not receive payment in full by the specified due date, in addition to our other rights, we may assess a late fee and finance charge as set forth in the schedule of charges currently in effect for you. You have no right to defer any payment due on any Card Account. For the avoidance of doubt, even if we have agreed to take payments from Cardholders, you will remain solely responsible for and we will collect from you for any amount due which is not paid by a Cardholder .
10.2 Service Fees and Charges. You will pay us each of the fees and charges we assess you, including the fees for each Service, as set out in the schedule of charges currently in effect for you, except as we agree otherwise in writing from time to time.
10.3 Electronic management information fees and charges. You will pay us for Software support in excess of that contemplated in Section 16 of this Agreement. The charges for such extra support will be specified by us before such charges are incurred or as otherwise agreed by you and us from time to time in writing .
10.4 Account identification. If you or any Card holder makes any payment to us in connection with a Card Account, you must, or ensure that they must, at the same time provide us with either the account number or the Card number. We shall not be liable for any delay in crediting any such payment or recording any Transaction, or for failing to do so, where this information is not provided to us in accordance with this Section 10.4.
10.5 Payment method. Unless otherwise agreed by us, payments must be made using an Automated Clearing House ("ACH") service . As specified by you, we may initiate ACH debits to any deposit account at any financial institution. If you arrange for direct payment by Cardholders, such an arrangement will not change your responsibilities under the Agreement, including your obligation for payment.
10.6 Set-off. Notwithstanding Section 10.8, you grant us a contractual right of set-off in and to all deposits or credit balances now or subsequently maintained with us or any of our affiliates or Subsidiaries . In addition to any other rights of set-off we may have, we may without consulting you set-off any amount you owe us for any recurring or on-going non-payment under the Agreement against such deposit or credit balance whether or not that deposit or credit balance is matured. In connection with this right, you authorize us to enter into an agreement with our affiliates obtaining their authorization to effect such a set-off .
10.7 Transactions outside normal processing hours. If we receive any payment from you or a Cardholder in respect of any statement amount outside our normal processing hours in any jurisdiction to which that payment relates, that payment shall be deemed to have been received by us on the next Business Day. We will provide you with a list of our normal processing hours upon your request.
10.8 Credit balances not permitted on a Card Account . You are not permitted to have a credit balance on any Card Account. If any such credit balance arises (for example, by a refund), then in addition to our rights of set-off, we may retain the credit balance in or towards prepayment of any amount you owe us in the future under the Agreement , or if the amount of the credit balance is material we may, at our option, pay it to you using any method mutually agreed upon between you and us. You also may request that we refund such credit balances to you.
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11 . LOST OR STOLEN CARDS ; UNAUTHORIZED USE
11.1 Unauthorized Use. We may refrain from authorizing any Transaction if:
i. we suspect that the Transaction is or might be fraudulent or unlawful or for the purpose of any fraudulent or unlawful activity; ii. we suspect that the Transaction constitutes or might constitute Unauthorized Use; or iii. to authorize that Transaction would cause us to breach any law (including any AML/Sanctions Laws by which we must abide).
11.2 Failure to authorize. Subject to applicable law, we will not be liable to you if we or any other party fails to authorize or declines any Transaction for any reason. If a Transaction is not authorized or declined , you may seek, and we will provide , reasonable assistance in investigating and resolving the declined or unauthorized Transaction .
11.3 Reporting a loss, theft or Unauthorized Use; assisting with investigations. If you become aware of any Notifiable Event, including actual or suspected loss or theft of a Card, Convenience Check or Card Account or any actual or suspected Fraud, including Unauthorized Use, you must notify us. You must ensure that, if any Cardholder or user of a Card Account becomes aware of any Notifiable Event, that person notifies us.
Any notice to be given by you, a Card holder or a user of a Card Account must be given to us as soon as practicable but in any event no later than the Business Day after discovering the Notifiable Event, provided that if a Notifiable Event is discovered on a Billing Statement, Section
9.2 will apply. The notice must contain as much information relating to the Notifiable Event as the person giving the notice is able to provide.
Upon a Notifiable Event occurring, you must provide us, and you must ensure that each relevant Cardholder or a user of a Card Account provides us, with such information and assistance as we may request to: (i) investigate that Unauthorized Use; and (ii) (to the extent applicable or required by any relevant Data Protection Laws) communicate the fact of that Unauthorized Use to the relevant Cardholder .
If we receive notice and assistance in accordance with this Section 11 .3, including obtaining any witness statement or similar written, signed statement which we may require from any relevant Cardholders or other users of a Service, then you will not be liable for Transactions resulting from the Notifiable Event. If we do not receive notice or assistance in accordance with this Section 11 .3, we may not refund any amounts relating to that Unauthorized Use.
12. LICENSE TO USE YOUR MARKS
Upon your written request, we may place your trademark , tradename, service mark and/or designs ("Company's Marks") on Cards and collateral materials. You will provide the graphics to us in sufficient time to allow for review and approval by us and, if necessary , the respective card association. You grant us a non-exclusive license to use, during the term of theAgreement , Company's Marks on the Cards and on other materials related to the Card Accounts . If, as you request, we place or amend your Company Marks on the cards or collateral materials, you must pay us in advance any agreed fees , and you agree that the indemnity under Section 23 (Protection from Third Parties) of this Agreement covers any claim that the use of any Company Marks infringes the intellectual property right of any third party.
13. EXTENSION OF CORPORATE CARD SERVICE TO AFFILIATES
Upon your request and submission of a Participant Account form, we may approve one or more affiliates of which you are majority owner for participation in a Service. Each participating affiliate will have the same rights and obligations as you except that no separate charge limit will be assigned . Your charge limit will apply to Transactions on all Card Accounts, including those of your participating affiliates .
You may terminate an affiliate 's participation by giving us written notice and a reasonable time to act on such notice . If an approved Participant is, or will no longer be, majority-owned by you, you agree to notify us immediately , and we may immediately terminate the Card Accounts of such Participant.
14. TERMINATION
14.1 Termination upon notice. We may terminate the Agreement or a Service, or withdraw or suspend any Card or Card Account , upon 60 calendar days' written notice to you, or such longer period as prescribed by applicable law. You may terminate the Agreement or a Service upon 30 calendar days' written notice to us.
14.2 Termination upon specific events. Notwithstanding Section 14.1, we may to the extent permitted by law terminate the Agreement or a Service in respect of you and/or any Participant, or withdraw or suspend any Card or Card Account , with immediate effect (in which case we may send you notice of the termination, withdrawal or suspension) if any of the following occurs with respect to you, a Participant or a Guarantor :
■ You fail to pay any amount pursuant to the Agreement as and when due (whether upon demand, at maturity or by acceleration) ; ■ You breach any other term or condition of the Agreement or any other agreement with us or any of our affiliates or subsidiaries , including any representation, warranty or failure to deliver information; ■ You enter or are placed into liquidation, insolvency, administration , receivership , administrat ive receiversh ip, bankruptcy, reorganization, judicial management or any other similar procedure (other than in the context of a solvent re-structuring) , or any step is taken to do so, or you cease to carry on all or a substantial part of your business or dispose of all or a substantial part of your assets;
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■ You initiate or enter into any composition or arrangement with your creditors; ■ You experience a material adverse change in your financial condition or your ability to perform your obligations under the Agreement ;
■ You fail to pay or perform any other obligation, liability or indebtedness to any other party; ■ There is an entry of a judgment against you which we deem to be of a material nature; ■ You experience seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any property or assets ;
■ You fail to comply with any material law or regulation, including any AML/Sanctions Laws.
14.3 Consequences of termination. Upon any termination of a Service or the Agreement as a whole for any reason set forth in section 14.2:
(i) the entire balance outstanding on all Card Accounts with respect to that Service or the Agreement as a whole (as applicable) shall, at our option, become immediately due and payable; otherwise your payment will be due in accordance with the agreed upon payment cycle including any grace period; and (ii) you will immediately destroy, and will instruct all Cardholders to immediately destroy, all Cards and Convenience Checks. Notwithstanding any termination, you will continue to be responsible for paying all Transactions on all of your Card Accounts. After termination, neither you nor any Cardholder may make any further Transactions on any Card Account. If, however, such Transactions are made, you will be liable for them.
14.4 Return/deletion of Materials and Software. If a Service you are using and/or the Agreement is terminated for any reason, you will do the following :
■ Stop using any Materials relating to that Service immediately; ■ If applicable, erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your systems; and
■ At our option, either return to us or destroy all Materials relating to that Service and certify to us that you have done so.
These obligations will continue after a Service you are using has been terminated.
15. APPLICATIONS LICENSE
15.1 Application of this section. The terms of this Section govern the provision and use of the Applications. Your, and your Cardholders ', use of the Applications and any related services means you have read, acknowledge and agree to the terms and the conditions of this Section.
You will ensure that your Cardholders comply with these provisions . We are entitled to grant you licenses (including to your affiliates and Subsidiaries) to access and use the Applications.
15.2 License. The license granted under this Section is a non-transferable, nonexclusive, worldwide , revocable, limited license to access and use the Applications and any related services in accordance with the terms of this Section, in a manner intended for authorized use, and to the extent authorized by us (the "License"). Software provided by us or a third party may be subject to separate license terms, including "click wrap" terms that you will be required to agree to in order to utilize such services. The License shall terminate upon the occurrence of any one of the following events: (i) the Agreement is terminated for any reason; or (ii) this License is terminated pursuant to Section 15.11 below.
Additionally, unless such use is promptly stopped after we have notified you of it, we reserve the right to revoke the License granted hereunder if you or your Cardholders use the Applications and any related services in an illegal or unauthorized manner, including in contravention of these terms. We reserve the right to suspend your and your Cardholders' access to, and use of, the Applications upon prior written notice of a violation of any of these terms. In addition, we may suspend your access to, and/or use of, the Applications immediately without notice where such action may be required to prevent interference with or disruption to services to our other customers , to protect the integrity of our systems, or as may be required by law or regulation.
15.3 Disclaimers. THE APPLICATIONS , RELATED SERVICES, AND INFORMATION PROVIDED PURSUANT TO THE APPLICATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE ." WE AND OUR THIRD PARTY PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES .
15.4 Modifications. We may modify, withdraw or suspend the Applications or any part of it without notice at any time.
15.5 Protection of Software. The Software and all copyright, patent, trademark, trade secret and other rights in them are and will remain the exclusive property of us or our licensors . All such intellectual property in the Software and the related services is protected by applicable copyright, patent, trademark or other intellectual property law. The entire content of the Software is subject to our and our third party providers' intellectual property rights, including copyright with all rights reserved. You acknowledge that the License does not convey or grant any intellectual property or other proprietary right to you, except for the limited license granted hereunder. You will follow our instructions concerning access to the Software through our third party vendor platforms. You will ensure that all Participants and Cardholders comply with instructions provided by us and are responsible for any and all acts and omissions of Participants and Cardholders. You further agree not to engage, and will ensure that your employees and agents do not engage, in unacceptable use of the Applications , including the following activities: (i) creating a false identity or otherwise attempting to mislead any person as to your identity or the origin of any communication transmitted through the Applications; (ii) using accounts, account numbers, or attempting to authorize transactions through accounts for which you do not have full authority to conduct such activities ; (iii) disseminating or transmitting any materials or messages that do not pertain to the intended use of the Applications or that contain anything that is obscene , defamatory, harassing, offensive, or malicious ; (iv) disseminating or transmitting files, graphics, software, or other material that actually or potentially infringes the intellectual property right of any person or entity; or (v) interfering with, disrupting, or attempting to gain unauthorized access to information or other accounts through the Applications hosted by us or our third 00-35-6182NSBW 02-28-2020 AK Page 8 of 16
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party vendors and made accessible to you. We may rely on the instructions of any Authorized Users and we will have no liability following any such instruction. You are responsible for all actions taken by Authorized Users with regard to the Applications .
15.6 Accessibility - Your computer systems. Subject to the terms of this Section 15, we will make the Applications available over either the internet or through an intranet site to allow you to electronically and remotely access the Applications. You will provide at your own expense, all necessary telephone lines, internet connections, equipment, software (including a compatible web browser), and services for you to effectively access the Applications . Your access to the Applications will be controlled by a user name and password, as well as the authorization approved by your Program Administrator.
15.7 Infringement Protection. Notwithstanding Section 22 of this Agreement and except as otherwise provided in this Agreement, we will defend at our own expense or settle any action brought against you to the extent it is based your use of the Applications and the Software including, our entitlement to allow your use of the Applications or your use of the Applications infringe any copyright, patent, trade secret or trademark of any third party in the jurisdictions where you are using the Applications, and we will pay all actual and direct costs and damages finally awarded in any such action. Our obligations under this protection are subject to (i) prompt notice from you of any such claim or action; (ii) your not having made any admission of liability or agreed to any settlement or compromise; (iii) your providing to us, in a prompt and timely manner, the documents, information and assistance we reasonably request; (iv) our having sole control of defending such claim or action; (v) your having used the current version of the Applications, as provided to you by us, in compliance with this Agreement; (vi) your using the Applications only in the manner for which the Applications were designed; (vii) your not modifying the Applications; (viii) your not incorporating the Applications with products not approved by us; and (ix) the claim or action is not due to your negligence or willful misconduct. You acknowledge and agree that our obligations under this infringement protection are our only obligations to you with respect to any infringement claim in connection with your use of the Applications .
15.8 Software updates. We may provide upgrades or new releases of Software which we make generally available to our other customers to whom we license the same Software, which will be deemed part of the Applications once we have delivered or made it accessible through our third party vendors to you.
15.9 Training. At your request, we will use commercially reasonable efforts to train persons to use the Software, but we will not bear any responsibility for such training. You will be deemed to have accepted the Software upon its installation, once it is made available to you, or on your use of the Software .
15.10 Software problems. You will inform us of all errors, difficulties or other problems with the Software of which you become aware. We will make all reasonable efforts to promptly fix or promptly provide workarounds for any material errors reported to us. We may request your reasonable cooperation in resolving any such errors, difficulties or other problems by providing us an overview of input, output and all other data we may reasonably request in order to reproduce operating conditions similar to those present when such errors, difficulties or other problems were discovered .
15.11 Termination of license. Your license to use the Applications will terminate automatically if you breach a term of this Section 15. If, for whatever reason, we cease to be entitled or permitted to license any Applications to you, the License shall immediately terminate . Where possible we shall provide you with reasonable prior notice of this. In addition, if you breach any of your confidentiality obligations with respect to the Applications, we may seek any and all remedies provided by law or equity .
15.12 Limitations. You acknowledge that the Applications have not been produced to meet your specific requirements and have not been tested in every possible combination and operating environment. You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to our provision to you or your use of any Software and/or Materials.
16. CHANGES TO A SERVICE
16.1 Requests for changes. You may request us at any time to change the processing instructions for a Service. We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes, we are entitled to rely on requests purporting to be from you. For certain changes, we may require that your requests be in writing, in a form and manner acceptable to us, or be from an authorized person you designate. In addition, certain requests for changes may be subject to our approval.
16.2 Our right to make changes. If due to events outside of our control (including regulatory, card network or market conditions), we may change, add or delete any of the terms of the Agreement (including the schedule of charges currently in effect for you) and/or any terms, conditions and/or pricing and/or rebates applicable to a Service by providing 60 days' notice to you in writing or by electronic means. All such changes will be effective as of the date set forth in such notice. Your continued use of or failure to terminate the Service after the effective date of the change will indicate your agreement to the change. Any other changes shall be mutually agreed upon in writing between the parties.
16.3 Right to terminate. If you disagree with our proposed changes, you may terminate the Agreement in accordance with its terms by providing us with 30 days' advance written notice as set out in Section 14.1 at no additional cost.
If you serve notice on us under this Section 16.3 at least 30 days before our proposed changes are due to come into effect, then unless required by law our proposed changes will not take effect and the Agreement will continue unamended until it terminates pursuant to your notice.
If you serve notice on us under this Section 16.3 less than 30 days before our proposed changes are due to come into effect, then we are entitled (in our absolute discretion) to choose that:
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i. our proposed changes will not apply to the Agreement and the Agreement will terminate on the date on which those changes would otherwise have come into effect (as long as that date is no later than 30 days after the date of your notice); or ii. our proposed changes will not apply to the Agreement and the Agreement will terminate 30 days after the date of your notice; or
iii. our proposed changes will apply to the Agreement with effect from the date on which they are due to come into effect and the Agreement will terminate 30 days after the date of your notice, but, if as a result of the changes you incur any additional fee, charge, expense or other liability, we will promptly apply a corresponding credit to your account with us so as to put you in the same position in which you would have been had the proposed changes never taken effect.
17. ANCILLARY SERVICES
17.1 Adding services. Upon your request and our approval we may provide additional services to you and such Participants as we may agree from time to time. Such services may be subject to additional terms and conditions.
17.2 Receipts imaging service. You may elect to use our receipts imaging service whereby you send us copies of your Transaction receipts, which we will electronically store for you (the "Receipts Imaging Service"). It is your obligation to send us legible copies of your Transaction receipts. You acknowledge and agree that we will not review the Transaction receipts and that you are responsible for retaining the original receipts. Notwithstanding Section 22, we will not be liable for damages if the images are illegible or blank or for failure to provide copies by a given time or for failure to provide copies we are not reasonably able to provide. Images will be made available to you by website at such times as may be set forth in the applicable User Documentation or as otherwise established by us. There is no charge for this Service. We may delete any images we hold for you after seven (7) years from our receipt of the relevant Transaction receipt without notice to you. Upon termination of this Agreement you will no longer have access to any images we hold for you, and we may delete all images we hold for you without notice.
17.3 File feeds to third parties. You may request us to send certain program data to your third party servicers. We will do so on the basis that you have reviewed and accepted our standard file layout and you agree that any file transfer shall only be in such standard file layout.
You agree to indemnify, defend and hold us, our successors and permitted assigns, our affiliates and their respective directors, officers, agents and employees harmless from and against every claim, demand, proceeding or suit, and from every liability, loss, damage, cost, charge, expense (including any actions or expenditures required by law or regulations, reasonable attorney, auditor and other fees, and costs) whether or not material, liquidated, contingent or prospective in nature, arising out of, resulting from or related to our compliance with your data transfer request.
17.4 Fee Increases. You acknowledge and agree that any changes to the services which you request and use pursuant to this Agreement may increase the fees which you are required to pay to us in accordance with Section 10 of this Agreement.
18. ADDITIONAL COSTS AND TAXES
18.1 Relevant taxes. You and we agree that the issuance of any Card Account to you or any Card to a Cardholder or any other person pursuant to the Agreement shall be deemed exclusive of any applicable value added tax, any tax or duty that applies or is levied on the issue of any Card, or any similar tax, levy, duty or impost (a "Relevant Tax") and that, where any Relevant Tax is levied on the issue of any Card or Card Account (or on any other Service or product provided by us under or pursuant to the Agreement), we may issue an appropriate invoice for the Relevant Tax addressed to you, and you must promptly pay to us the amount specified in that invoice.
18.2 Other duties and taxes. Where any tax, levy, duty or impost of any kind is applied or levied on the issue or import of any Card into any territory (an "Import Tax"), you must promptly indemnify, keep us indemnified and hold us harmless in full against and for the amount of the Import Tax applied or levied. Where any tax, levy, duty or impost of any kind is applied or levied on the execution, delivery or performance of the Agreement (a "Contract Tax"), you must promptly indemnify and keep us indemnified and hold us harmless in full against and for the amount of the Contract Tax applied or levied.
18.3 Withholding tax. You may be required to make withholding tax payments or other deductions on account of tax from any amounts which you are required to pay to us under the Agreement (a "Withholding Deduction"). Where any individual Cardholder or any individual who holds a Cardless Account makes any payment to us under the Agreement , that person may also be required to make a Withholding Deduction. You must ensure that you (or the relevant Cardholder or other relevant individual) make all Withholding Deductions where required to do so. You must also inform all individual Cardholders and all persons holding a Cardless Account who use or may use a Service of the circumstances in which they must make a Withholding Deduction. You must indemnify us, keep us indemnified and hold us harmless against all losses, costs, expenses and damages which we incur or are reasonably likely to incur as a result of you, any individual Cardholder and/or any other relevant individual failing to make any Withholding Deduction when required.
18.4 Gross-up. If any sum payable to us under the Agreement is subject to any tax, impost, duty, levy, deduction , set-off, counterclaim, contribution or withholding of any nature whatsoever (wherever in the world imposed), including any and all related penalties, charges and interest (in each case a "Tax Deduction"), the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required .
19. COMMUNICATIONS; NOTICES
19.1 Giving notices. Any written notice or other written communication to be given under the terms of this Agreement will be sent to us at the address we specify in writing. Notices are effective upon receipt, except as otherwise provided in this Agreement or any Materials. If you are a Participant, you agree and acknowledge that any notice we provide to the Company shall be deemed to be given to you. 00-35-6182NSBW 02-28-2020 AK Page 10 of 16
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19.2 Monitoring of phone calls. You agree that we may electronically monitor and/or record any telephone or other electronic communications (whether by telephone, short message service (SMS) message, multimedia messaging service (MMS) message or any other form of telephonic text message, electronic mail or otherwise) with you in those jurisdictions which permit that practice. If our records about any such communication are different from yours, our records are presumed to be correct, but such presumption may be rebutted by you.
19.3 E-mail Communications. If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with us, your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Agreement and will comply with the applicable User Documentation. In addition, you agree to bear the risk that such electronic mail may be corrupted, modified, garbled or hacked or its confidentiality may be breached by a third party and the risk that we will rely on such mail, which appears to be from you but which is unauthorized, and that such reliance may result in a loss. In addition, you agree that we may rely on the integrity of facsimile transmissions that you send us, and you agree to bear the risk that the information we receive differs from that sent to us, and that such reliance may result in a loss. In the event that an electronic transmission or facsimile transmission is unclear or if we become aware that it is not an authorized communication from you, we will not act on such transmission and will contact you to clarify any intended content of such transmission.
20. CONFIDENTIALITY AND MATERIALS
20.1 General. We acknowledge that information we obtain from you in connection with a Service we provide to you under the terms of the Agreement may be Confidential Information. You acknowledge that the Agreement, our pricing information, and the Materials shall be considered to be our Confidential Information. You also acknowledge our claim to proprietary rights in the Materials and our Confidential Information and that the Materials and our Confidential Information constitutes our "trade secrets" or trade secrets of our licensors or vendors .
20.2 Restrictions. In respect of a party's Confidential Information, the other party will:
i. Safeguard the Confidential Information at all times; ii. Establish and maintain procedures to assure the confidentiality of the Confidential Information and any password or code; iii. Use the Confidential Information only for the purposes for which we provide them; and iv. Notify the other promptly by telephone, confirmed in writing, if any Confidential Information is lost or its confidentiality is compromised.
Neither party will, nor will allow anyone else to, do any of the following without the other party's prior consent:
i. Disclose any Confidential Information of the other party to any person or entity, except to its employees and agents with a need to know the Confidential Information.
ii. Make any copies, in whole or in part, of Confidential Information of the other party in whatever form or medium (electronic , printed or otherwise) in which they may exist from time to time, except as provided in this Agreement. iii. Translate, reverse engineer, disassemble or decompile any Software or security devices of the other party.
20.3 Use of the Materials. You have sole responsibility for the custody, control and use of all Materials. You must ensure that no individual will be allowed to initiate a request or other instruction contemplated in the Agreement or to have access to any Materials without proper supervision and strict security controls to ensure that the Materials are only used in accordance with this Agreement. If the Service requires use of user identification codes or passwords, we will be entitled to rely on the correct user identification codes and passwords, as described in the relevant User Documentation and shall not be responsible for any loss resulting from our correct use of such data.
20.4 Exceptions. This section does not limit either your or our ability to disclose information (i) that the other party has approved by prior writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii) that becomes public other than through a breach of these confidentiality obligations ; (iv) that was in its possession or available to it from a third party prior to its receipt of it in connection with a Service ; (v) which is obtained by it from a third party who is not known by it to be bound by a confidentiality agreement with respect to that information; (vi) as required or requested by any securities exchange or regulatory body to which you or we are subject or submits, or (vii) as otherwise required to be disclosed by law or by legal or governmental process. In addition, either party may disclose to its offices, affiliates, officers, employees and agents (and those offices, affiliates, officers, employees and agents may disclose) such information as permitted under this Section or to otherwise carry out its duties or exercise its rights under the Agreement. This section also does not limit our ability or that of our affiliates to access and use transaction data related to a Service provided to you in connection with the management of our or their business.
20.5 No Use of Name. Neither you nor we will use the other's name or refer to the other directly or indirectly in any solicitation, marketing material, advertisement, news release or other release to any publication without receiving the other's specific prior written approval for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for use.
20.6 Damages insufficient remedy. You and we acknowledge that damages may not be an adequate remedy to protect the other party against breach of this Section 20 of the Agreement. You and we agree that the other party may seek injunctive or other equitable relief in respect of a breach of Section 20 of the Agreement.
20.7 Survival. The obligations enumerated in this Section 20 continue after the Service you are using and/or the Agreement is terminated . 00-35-6182NSBW 02-28-2020 AK Page 11 of 16
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21. INFORMATION SECURITY/DATA PROTECTION
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21.1 Overall Data Security Regulations. As a financial institution, we are required to comply with the information security standards established under national and international legal and regulatory requirements applicable to us. We are evaluated regularly for compliance with these obligations by various US and international regulators as applicable.
21.2 Security and Confidentiality. We maintain an Information Security Policy that:
i. contains appropriate administrative, technical and physical safeguards designed to protect against Information Security Events;
ii. conforms as required to the requirements of applicable Data Protection Laws; and iii. sets forth policies and procedures that are designed to be consistent with, to the extent applicable to the Services, PCI-DSS standards; the card networks rules and regulations; and Financial Services Industry Best Practices.
21.3 Data Protection. You hereby represent and warrant to us now and on each day on which we provide a Service to you that you are in compliance with all Data Protection Laws and where required under such Data Protection Laws you will maintain at all times during the term of the Agreement a valid registration or authorization with any applicable Data Protection Authority. You shall inform us of any requirement of which you are aware which would require us to be registered or authorized with any applicable Data Protection Authority in order to provide the Services to you. You shall obtain on your and, as applicable, our behalf all necessary and valid consents, including Cardhold er consents, and provide all necessary data protection notices in order for us to process the Personal Data using such forms as we may prescribe for the purposes described in the Agreement , and to disclose the Personal Data to the types of recipients described in the Agreement, including if applicable where the recipients are located outside of the EEA . You shall retain, and upon request provide us with, copies of such notices and consents. With regard to our processing of Personal Data, we will comply with our obligations as a financial institution as set out in Section 21 .1 and all applicable Data Protections Laws.
We may process Personal Data for the following purposes:
i. to provide and manage the Services;
ii. to help monitor, assess and carry out statistical product analysis and development; iii. to develop for our own use internal data on the types of clients and the markets we service ; iv. to perform system testing and training;
v. to manage our business;
vi. as part of any internal or external audit or compliance review that we or any of our affiliates may undertake; vii. to help prevent crime, fraud and terrorism; and
viii. to comply with card networks rules and all applicable laws and other legal and regulatory requirements.
We will never use Personal Data for direct marketing to Cardholders.
You agree that we may disclose Personal Data to:
i. our affiliates, agents, auditors and service providers; ii. card networks and fraud prevention agencies;
iii. to any other person if legally required, including to law enforcement agencies, authorities, regulators and courts; and iv. any other person to whom we may transfer or intend to transfer, assign or sell any of our rights or obligations under the Agreement.
Any disclosures of Personal Data that we make will be made in compliance with applicable Data Protection Laws.
Where we are deemed to be processing Personal Data on your behalf, we agree to the following :
i. We will process the Personal Data only as required for the purposes providing the Services or as otherwise set out in the Agreement. We will only act on your instructions in relation to the processing of the Personal Data in accordance with the terms of the Agreement. You are responsible for providing us with any relevant instructions concerning the Processing of Personal Data in connection with Services.
ii. During the term of the Agreement, we take appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against other unlawful forms of processing having regard to the state of technological developments and the cost of implementing those measures, so as to ensure a level of security appropriate to the harm that may result from breach of those measures and the nature of the Personal Data to be protected. In addition, we will ensure that our staff processing Personal Data hereunder keep any Personal Data strictly confidential and not use such Personal Data for any other purposes other than for the provision of Services to you or as otherwise set out in the Agreement.
You acknowledge and agree that data processing related to a Service and your Card Accounts may take place in countries other than those where you and your accounts with us are located. You further understand that information concerning your relationship with us may be available on our electronic data system both for information management purposes and in order to enable you to benefit from our electronic banking services. You understand and agree that, as a result, your banking relationship information may be available to some of our officers outside the country or countries where you and your accounts are located. You authorize us to transmit your banking relationship information across national borders, notwithstanding the banking secrecy laws of any of the countries involved, as necessary or appropriate to provide a Service.
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21.4 Security Policy. Our Information Security Policy has been approved by our management and is published and communicated to our Workforce . We have procedures designed to ensure that our Extended Workforce are subject to similar policies and processes. We conduct periodic risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality and integrity of electronic, paper and other records containing CPI. We require our Extended Workforce to have a similar risk assessment process . The remainder of this Section 21 sets out the key aspects of our Information Security Policy .
21.5 Organizational Security. All information is stored in the United States for programs in the United States and Canada . Such information may be accessed by our Workforce and any Extended Workforce from locations within or outside the United States. Our Information Security Policy applies to all such access. We include, as part of our agreements with any Extended Workforce that has access to CPI, provisions that are consistent with those set out in this Section 21.
21.6 Human Resources Security. We take reasonable steps to ensure that our Workforce is aware of our obligations in the provisions of the Services and Applicable Data Protection Laws, including that any unauthorized processing or disclosure of the CPI may lead to disciplinary action under their contract of employment or other contractual arrangements. Prior to receiving access to CPI, the Workforce and any Extended Workforce receive appropriate security awareness training and recurring security awareness training at appropriate intervals. The access rights of our Workforce with access to Information Processing System(s) or media containing CPI are removed upon termination of their employment, contract or agreement, or adjusted upon change of job function in accordance with the Information Security Policy.
21.7 Physical and Environmental Security. We protect all areas that contain Information Processing System(s) or media containing CPI by the use of security controls deemed appropriate by us.
21.8 Communications and Operations Management. We use detection, prevention, and recovery controls which are consistent with Financial Services Industry Best Practices to protect against malicious software and attacks, and train our Workforce on the prevention and detection of malicious software and attacks. We dispose of any paper, electronic or other record containing CPI using all reasonable steps to destroy {based on our determination of the sensitivity of the information) the CPI. To protect the confidentiality and integrity of CPI in transit, we use encryption tools that are consistent with Financial Services Industry Best Practices, to encrypt records and files containing CPI that we:
(i) transmit or send wirelessly across public networks; (ii) store on our laptops; (iii) where technically practicable, store on allowed portable devices; and (iv) store on any device that we authorize to be transported outside of our physical or logical controls . We use appropriate measures to safeguard the security and confidentiality of all encryption keys associated with encrypted CPI.
21.9 Access Control. To protect CPI from the risks inherent in mobile computing and remote access, we perform a risk assessment which, at a minimum, is designed to identify and mitigate risks to CPI from mobile computing and remote access, maintain a policy and procedures for managing mobile computing and remote access, and use security controls that are consistent with Financial Services Industry Best Practices to manage authentication of mobile and remote users.
21.10 Information Systems Acquisition, Development and Maintenance. To protect Information Processing System(s) and system files containing CPI, we restrict access to source code to authorized users whom we have determined have a need to know such CPI in the performance of their duties.
To protect Information Processing System(s) and system files containing CPI, we :
i. Use a change control process which is consistent with Financial Services Industry Best Practices to implement Information Processing System(s) changes; and
ii. Use security controls which are consistent with Financial Services Industry Best Practices.
21.11 Information Security Event Management. We maintain an incident response plan that addresses handling of Information Security Events. In accordance with such incident response plan, we will, to the extent not prohibited by law enforcement:
i. Provide you prompt, but in no event later than (2) Business Days of becoming aware thereof, notice of any Information Security Event documented and verified by us as part of our standard incident response process that involves, or which we reasonably believe involves, the unauthorized access, use or disclosure of your CPI. ii. Such notice shall, to the extent we are legally allowed, summarize in reasonable detail the Information Security Event and the corrective action taken or to be taken by us, if known at that time . We will promptly take all corrective action deemed necessary or appropriate by us. This includes responsibility and associated expenses for : (i) to the extent caused by the Bank or otherwise covered by the Bank's insurance, damages of any nature arising out of such Information Security Event, including without limitation damages to the individual Cardholders (i.e . identity theft); (ii) informing all affected individuals if applicable laws require notification to such individuals; (iii) reissuance of credit cards to all affected individuals; and (iv) credit monitoring services for one year for all affected individuals .
21.12 Business Continuity Management. In order to protect the confidentiality and availability of CPI, we maintain a business continuity management program that is consistent with Financial Services Industry Best Practices which we update and test at planned intervals and as required .
21.13 Security Assessments. We permit your representatives to perform one on-site or written assessment of the security controls used at our data processing and business facilities. Such assessments will be performed during regular business hours, at a date and time agreed to by both parties, and will not require access to Information Processing System(s) . Such assessments will be subject to our security policies, procedures, and restrictions, including restrictions on access to data centers, the ability to perform hands-on testing, and copying of certain materials.
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We scan internal and external facing Information Processing System(s) with applicable industry standard security vulnerability scanning software (including network, server, application and database scanning tools) at a minimum once per month and perform mitigations that we deem appropriate to address issues identified.
We perform a comprehensive application penetration test and security evaluation of all websites used to store, access, or process CPI prior to use and at least annually thereafter.
21.14 De-identification of Personal Data Used in Non-Production Environments. We perform De-identification of all Personal Data prior to storing, accessing, or processing the information in environments other than in our production environments or those of our Extended Workforce, provided that we do not do so if:
i. The security controls used in the environment are equivalent to the security controls used in the production environment. ii. De-identification would interfere with the resolution of a current production failure. iii. De-identification would interfere with an atypical, short-term, non-production activity (e.g., near-production final testing) where De-identification would distort the results of the activity; or iv. De-Identification would interfere with our legal or regulatory obligations.
22. LIMITATION OF LIABILITY
22.1 Indirect and other loss. Subject to the remaining provisions of this Section 22, we are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing a service. In no event will either party be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature. In addition, to the extent permitted by applicable law, in no event shall either party be liable for any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to the other party's data, loss of operation time or loss of contracts, even if advised of the possibility of such loss, damage, cost or expense.
22.2 Failure to authorize. You acknowledge that we shall have no obligation or liability to you or any Cardholder where:
i. any third party fails to honor any payment or transaction requested in connection with a Card, Card Account or Convenience Check (if applicable); or
ii. we refuse or fail to authorize the use of any Card, Card Account or Convenience Check (if applicable) .
22.3 Acts and omissions. Neither party will be responsible for the acts or omissions of the other's officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information received). We will not be responsible for the acts or omissions of any other person or entity, including any clearing-house, card network or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any supplier (except for our suppliers providing the Services under this Agreement), and no such person or entity will be deemed our agent.
22.4 Subsidiaries and other persons. If you permit any Subsidiary or other person to access one of our Service installations on your premises through use of a remote-access software package, we will not be responsible or liable for such Subsidiary or person's use or misuse of our Service or access to accounts owned by you and for which you did not authorize that Subsidiary or person to have access via your installation. We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our rights under this Agreement with respect to a Service.
22.5 Force majeure. Neither you nor we will be liable for and will be excused from any failure or delay in performing our respective obligations for a Service if such failure or delay is caused by circumstances beyond the control of the other party, including any natural disaster (such as earthquakes or floods), emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, or for the act, omission, negligence or fault of the other.
22.6 Compliance with law. Neither party will be liable for any failure to act on its part if such party reasonably believed that its action would have violated any law, rule or regulation.
23. PROTECTION FROM THIRD PARTIES
You will indemnify us, keep us indemnified and hold us harmless from and against any and all liabilities, claims, costs, expenses and damages of any nature (including legal expenses) arising out of or relating to disputes or legal actions by parties other than you and us concerning a Service, including your negligence or willful misconduct. The obligations contained in the preceding sentence will continue after the Service you are using and/or the Agreement is terminated for claims that arise based on events occurring during the use of the Services. This Section 23 does not apply to any cost or damage attributable to our gross negligence or intentional misconduct.
24. GOVERNING LAW
The Agreement and the Services are governed by the United States laws respecting national banking associations and, to the extent not covered by those laws, by the laws of the State of North Carolina, without reference to that state's principles of conflicts of law, regardless of where you reside or where a Cardholder resides or uses a Card Account . 00-35-6182NSBW 02-28-2020 AK Page 14 of 16
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25. RESOLUTION OF DISPUTES
Any dispute or controversy concerning your use of a Service or the Agreement will be decided by binding arbitration conducted in the United States of America (except as you and we expressly agree otherwise) in accordance with the United States Arbitration Act (Title 9, U.S. Code) under the Commercial Arbitration Rules of the American Arbitration Association . Under these procedures, the dispute is submitted to a neutral person for determination in place of a trial before a judge or jury. Judgment upon the award made by the arbitrator may be entered in any court having jurisdiction . Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court. You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge.
26. SEVERABILITY
If any provision of the Agreement or its application to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent, the remaining provisions of the Agreement and their application to any other persons or circumstances shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
27. WAIVER
No delay or failure to exercise any right or remedy under the Agreement shall be deemed a waiver of such right or remedy. No waiver of a single breach or default under the Agreement shall be a waiver of any other breach or default. Any waiver under the Agreement must be in writing.
28. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant to us now and on each day on which we provide a Service to you that:
(i) you are a body corporate acting within the scope of your ordinary course of business and you are not a "consumer" for the purposes of any consumer credit legislation, or regulatory guidance or codes of conduct applicable to consumers (and, if you believe that you have or may become a "consumer" for any of those purposes, you will notify us immediately of that fact). Further, you acknowledge that you will not be treated as a consumer for purposes of the Agreement , and laws and regulations relating to consumer protection shall not apply;
(ii) the Agreement and its provisions constitute and create legal, valid and binding obligations on you which are enforceable in accordance with their terms;
(iii) your performance of your obligations will not violate any law applicable to you or facilitate any unlawful transactions, for example those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq ; (iv) you are in compliance with all AML/Sanctions Laws and are not aware of any breach by you or your Cardholders of any such laws; (v) the debiting of any account as provided in the Agreement is not inconsistent with any restriction on the use of that account; (vi) you have obtained all approvals and authorizations required to enable you to enter into, deliver and perform the Agreement and the transactions contemplated under it, including but not limited to any authorizations required from any applicable third party to allow you to transfer funds and access information from that party's account; (vii) there are no bona fide proceedings , tax claims or disputes pending or threatened against you in respect of which, if judgment is given against you, would materially affect your financial condition or ability to pay us under the terms of this Agreement; (viii) if you are a Participant, you have authorized the Company to take any and all actions on your behalf related to the Agreement and any Services you receive, including binding you to the terms of this Agreement; and (ix) the person executing the Agreement has full authority, permission and approval to execute and bind the Company and Participants.
You will not dispute such authority, permission and approval regardless of whether you have provided board resolutions or similar documentation to us.
29. ASSIGNMENT
You may not assign the Agreement, or transfer any right or delegate any duty or performance under the Agreement, without our prior written consent, which shall not be unreasonably withheld . Any purported assignment by you of rights or delegation by you of obligations contrary to the provisions of the Agreement shall be void. We may assign our rights and delegate our obligations to a third party. If we do so, we will provide notice to you.
30. AGREEMENT
30.1 Entire agreement. The Agreement and the schedule of charges in effect for you, as amended from time to ti me, constitute and represent the entire agreement between you and us regarding a Service we provide to you anywhere in the world and supersede and extinguish all prior agreements, understandings, representations , warranties and arrangements of any nature (including requests for proposals and other sales material), whether oral or written, between the parties relating to a Service. The Agreement controls in the event of any conflict between it and any relevant User Documentation or any other document.
30.2 Successors and assigns. The Agreement shall be binding upon and inure to your and our benefit and to the benefit of your and our respective successors and permitted assigns.
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30.3 Third parties. Except for any person or entity to whom this Agreement provides any express indemnity or covenant, you and we do not intend that the Agreement shall confer any right or benefit on any person or entity who is not a party to the Agreement (including any right or requirement to consent to any variation, amendment or termination of the Agreement), and any and all laws or regulations conferring such rights or benefits are hereby excluded (to the maximum extent permissible). Nothing contained in the Agreement shall create any agency, fiduciary, joint venture or partnership between you and us.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the Effective Date, by its duly authorized officer(s).
(COMPANY'S LEGAL NAME)
By:
(Signature)
Name:
(Print or Type)
Title:
(Print or Type)
Address for Notices:
CERTIFIED AS TO FUNDS AVAILABILITY:·
App~o rm _ _
By: __
R oo
Senior Deputy C ity Attorney
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BANK OF AMERICA, N.A.
By:
(Signature)
Name : D,w 1d R.ArJdo \ p h
(Print or Type)
Title: ')VP-~r. 0kw-r M-"'"'A-.)t! r
(Print or Type)
Address for Notices:
Bank of America
Bank of America Office Park
Mail Code FL9-200-02-04 Resolution Services
Jacksonville, FL 32256
Bank of America - Confidential © 2020 Bank of America Corporation