HomeMy WebLinkAboutFINANCE ?J
Q�
y
3/8/2017
Heather Metcalf, Controller
City of Jeffersonville
500 Quartermaster Court# 300
Jeffersonville, IN 47130
Dear Heather,
Attached are the executable documents for the accounts payable commercial card
program. Below is a summary for each document.
• CommerceVantage Master Services Agreement- Outlines all terms of the
program
• CommerceVantage Card Service Agreement—Outlines specific service(s)
being provided.
• Addendum A—Card Service Pricing and Payment Schedule
• Certificate of Authority & W9 Form - Resolves that the signor has the authority
to sign the commercial card documents and borrow money on behalf of the
company
• Program Administration Delegation-Noting those people who will be
monitoring and directing the program on a regular basis.
• Electronic Payment Authorization Form - Grants Commerce Bank permission
to auto debit your account for all charges posted during your billing cycle and
deposit revenue share payments to your designated bank account.
Once all documents have been signed, please scan and email a copy to me at your
convenience. Thank you for all of the time you have given to this effort. I look forward
to working with you and the rest of your team on this project. Please don't hesitate to
contact me if you have any questions.
Sincerely,
Jerry Hanson
Commerce Bank
Vice President, Commercial Card Services
11.83 Commerce Bank
CONFIDENTIAL
COMMERCEVANTAGE—
MASTER SERVICES AGREEMENT
THIS COMMERCEVANTAGE— MASTER SERVICES AGREEMENT ("Master Services Agreement" or "Agreement") is
made and entered into as of the Effective Date by and between Commerce Bank, a Missouri bank and trust company
("Commerce") and City of Jeffersonville, Clark County, Indiana ("Customer"). For purposes of this Agreement and the
Service Agreement(s) attached hereto (as defined below), Commerce and Customer may sometimes be referred to herein
individually as a"Party"and collectively as the"Parties."
1. DEFINITIONS. As used in this Agreement and any Service Agreements attached hereto, the following terms have the
definitions ascribed to them and include the plural as well as the singular:
1.1 "ACH" means Automated Clearing House, which is the electronic network governed by the National Automated
Clearing House Association(NACHA)Operating Rules.
1.2 "Administrator" means, individually and collectively, one or more employees and/or a third party provider of
Customer who are designated by Customer to assist Commerce in the administration of the Service(s).
1.3 "Charges"has the meaning provided in Section 10.
1.4 "Customer"means Customer and any of its officers,directors,employees and agents who utilize the Services.
1.5 "Customer Account"means one or more commercial bank accounts established and maintained by Customer wherein
Customer authorizes Commerce to debit by means of an automated clearing house (ACH) transaction to facilitate Supplier
Payments and AP Automation Fees,if any,or credit monthly revenue share payments.
1.6 "Disbursement Account" means an account maintained and owned by Commerce and will be used by Commerce to
disburse Payments on behalf of Customer for pre-funded transactions pursuant to a Payment Instruction and related
Documentation.
1.7 "Document" or"Documentation"means the documentation given to Customer by Commerce to enable Customer to
access and use the Service(s) including, but not limited to, electronic or printed versions of the Customer Responsibilities
Manual,if applicable,user guides,instructions,policies,procedures,specifications,product standards and guidelines.
1.8 "Effective Date"shall be defined as set forth in Section 19.
1.9 "Indemnification Law" means any law(including, without limitation, any statute, regulation, ordinance, rule or any
budget law or case law) applicable to Customer (whether federal, state, local or otherwise) that has the effect of limiting or
restricting Customer's power, right or authority to undertake, or make payment pursuant to, any obligation to contractually
indemnify third parties.
1.10 "Losses" means the aggregate of(a) any liability, loss, claim, settlement payment, cost, expense, interest, award,
judgment, damages, diminution in value, fines, fees, penalties or other charges for which indemnification may be sought
hereunder and(b)any court filing or other fees or costs, investigative costs,attorney's fees and costs,witness and professional
fees and any other fee and cost associated with the successful assertion of a claim for indemnification hereunder.
1.11 "Master Services Agreement" or "Agreement" means the CommerceVantage Master Services Agreement, any
Service Agreement(s) attached hereto, all Addenda from time to time executed by the Parties and attached hereto, and all
amendments to the foregoing.
1.12 "Payment" means the settlement of a Payment Instruction by Commerce using funds from a Disbursement Account
and/or through a line of credit at Commerce. The term"Payment"as used in this Agreement does not imply that Supplier has
taken the funds, but rather Payment has been made available to Supplier using one of the payment methods described in the
Service Agreement(s).
1.13 "Payment Instruction" means a Customer initiated and approved file request for Payment to Customer's Supplier(s)
initiated through Commerce's systems.
1.14 "Program"means the CommerceVantage Program administered by Commerce as set forth in this Agreement.
01/2015 1
! Commerce Bank
O
CONFIDENTIAL
1.15 "Public Record Law" means any state's law which provides that Customer's contracts are open and available to the
public.
1.16 "Services"shall have the meaning as described in Section 2 and as further defined in the Service Agreement(s).
1.17 "Service Agreement" means the agreement(s) attached hereto and incorporated herein, in which Customer may use
under the Program.
1.18 "Supplier" means any entity or person that has entered into a contract with Customer pursuant to which such entity
provides goods or services to or on behalf of Customer.
2. INTRODUCTION. Commerce will provide Customer with a payment solution that shall be used in accordance with the
terms and conditions of this Master Services Agreement,the applicable Service Agreement(s),and any other Documentation or
materials that are made a part thereof, or are incorporated therein by reference, or are generally available to the users of the
Services. The Documentation (e.g. user guides, manuals, technical information, etc.) may be modified from time to time by
Commerce and/or Commerce's third party providers. If applicable, this Master Services Agreement shall supersede and
replace any other Commerce Bank Commercial Card Agreement, ActiveFunds Agreement, Accounts Payable Agreement or
ControlPay/EIPP Buyer Participation Agreement previously entered into by Customer and shall be the controlling document
that governs all Services, whether existing at the time this Master Services Agreement is executed or entered into at a future
date by Customer. Commerce may utilize outside service providers and agents in the performance of all or any of the Services.
3. SERVICES;SUPPLIER INFORMATION AND DATA;SET-UP.
3.1 Use of the Services. Customer may elect to use one or more of the Services, as evidenced by the Service Agreement(s)
attached hereto, during implementation or at a future date. Customer agrees that it will also review and comply with the
relevant provisions of the Documentation,as the same may be amended from time to time.
3.2 Supplier Information and Data. Customer shall provide Commerce with required Supplier information, which may vary
depending the Service(s)elected,to facilitate Commerce's creation of the initial Supplier profile. Commerce will also provide
Customer with standard data exchange formats and transmission protocols, along with requirements and testing processes. If
any of these requirements are not met, Commerce shall no longer be bound to provide the Services elected by Customer or
shall be authorized to deliver(as a complete and finished work product) whatever portion of the Services that can reasonably
be performed under the circumstances.
3.3 Set-Up and On-Boarding. Customer acknowledges that Commerce is relying upon Customer to perform its industry
standard screening on the Suppliers paid using this Program. Customer represents that each Supplier to whom it will send
payment is an established Supplier or has been independently verified by Customer. Commerce and Customer will cooperate
to establish the authorized Suppliers for payment, the payment terms of such Suppliers and any other requested Supplier
information. Customer will provide Commerce with all such identifying information regarding its Suppliers as Commerce may
deem to be required, to enable Commerce to fulfill its legal and regulatory obligations with respect to each Supplier that
Customer intends to pay through the Program. Commerce makes no representation or warranties concerning the accuracy or
completeness of any Supplier information supplied by Customer and/or Supplier or the validity or accuracy of any Payment
Instruction. Commerce shall have no responsibilities or obligations to Customer based on the actions or inactions of the
Suppliers with respect to Customer.
4. PROGRAM ADMINISTRATOR. Promptly after the Effective Date of this Agreement, Customer shall designate one or
more Administrator(s)to assist Commerce with initial set-up and administration of the Services. Customer must execute and
deliver proper documentation authorizing said Administrator to act for and on behalf of Customer. Customer shall be
responsible for all transactions initiated or authorized by an Administrator or system user. Customer agrees that Commerce
will not be liable for losses arising from or as a result of the negligence or willful misconduct of Customer's Administrator,
including but not limited to an Administrator's or system user's failure to properly enter and/or transmit Payment Instruction.
If Customer or an Administrator permits any person or entity other than the documented Administrator to perform any duty or
responsibility of the Administrator, Customer shall be deemed to have authorized that person to act as an Administrator and
perform duties of an Administrator.
The Administrator shall undertake the following duties on behalf of Customer: (i) the Administrator shall have the
responsibilities assigned in the Program Administrator Delegation document provided by Customer to Commerce; (ii) the
Administrator shall familiarize themselves with the basic functionality of the Service(s), including but not limited to, Payment
01/2015 2
Ai Commerce Bank
CONFIDENTIAL
Instruction processing and approval, Payment log status and posted transactions examination, and Payment settlement
procedures;and(iii)the Administrator shall act as the primary point of contact between Customer and Commerce.
5. ELECTION OF INTERNET SYSTEMS. The Parties acknowledge that they intend to establish procedures for the
transmission of information and data over the Internet in connection with Customer's access and use of the Services. Customer
understands and accepts the risks inherent in the use of the Internet, including the potential for the risk of loss. Customer
acknowledges that data transmitted over the Internet, in secure formats or otherwise, may be intercepted by third parties and
that data sent over the Internet is not guaranteed to arrive,be on-time or be accurate and that missing,delayed or incorrect data
may result in errors in processing and paying Payment Instructions and may present other problems for Customer's business.
Commerce shall not be liable to Customer based on or arising out of the failure of any data transmitted over the Internet to
arrive in a timely manner(or at all)or be complete and accurate or for any acts by third persons who wrongfully intercept such
data. Customer shall be responsible for any costs associated with making its internal systems compatible with the system(s)
used to provide the Service(s), if any.
Use of the Internet with any system will require a company ID, user name and password. Customer acknowledges that
Commerce is entitled to rely on the use of the company ID, user name and password as authorization for any transaction
initiated using the Internet. Customer is responsible for all transactions initiated or authorized using the Internet with any
system. The password Customer selects is for its use and protection. Customer agrees to: (a) not disclose the password or
otherwise make it available to anyone else; (b)use the password as instructed; (c)be liable for the password and for its use, as
described in the Service Agreement(s)and/or other Documentation.
6. PAYMENTS. Customer will utilize the selected Internet system to process a Payment Instruction. Customer will submit
Payment Instructions following the procedures described in the Documentation, as amended from time to time. The Payment
Instruction will include,but not be limited to, Supplier information and specific dollar amounts to be paid to each Supplier. All
Payment Instructions must be submitted for payment in U.S. currency(USD).
6.1 Sole Responsibility. Customer shall be solely responsible for determining the accuracy, validity and approval of all
Payment Instructions. Customer agrees that if Customer or its Administrator approves a Payment Instruction, Customer is
irrevocably obligated to fund said Payment in respect of such Payment Instruction. Commerce shall not be responsible for and
shall be held harmless by Customer from and against any Losses arising out of or relating to any delay in making or failure to
make any Payment to any Supplier by reason of(i) the failure or delay of Customer or the Supplier to remit any required
Supplier information; (ii) any instructions by Customer to withhold Payment from that Supplier; (iii) any failure by Customer
to timely approve any Payment Instruction or timely provide funding in respect of any Payment Instruction;(iv)the inaccuracy
or incompleteness of any Supplier information or instructions provided by Customer or Supplier; or (v) if applicable, lack of
funds in Customer's Account or Disbursement Account. Commerce's sole responsibility hereunder shall be the receipt
and processing Payment Instructions and the remittance of Payments on behalf of Customer pursuant to instructions
issued by Customer and/or Supplier in accordance with this Agreement.
6.2 Authorization. Customer authorizes Commerce to make Payments in accordance with Customer's Payment Instructions.
Commerce is entitled to conclusively rely on the Payment Instructions given by Customer's Administrator, even if such
instructions are incorrect. Customer further acknowledges and agrees that once a Payment Instruction has been delivered to
Commerce,Customer acknowledges and agrees that a Payment Instruction cannot be reversed.
7. CUSTOM SERVICES. Customer may from time to time request that Commerce provide it with custom development,
reporting or other services. All such requests for services shall be evidenced by a statement of work executed by Customer and
Commerce. Customer agrees to pay to Commerce all fees associated with such custom services.
8. FINANCIAL STATEMENTS. From time to time, Commerce may request and Customer shall produce financial records
relating to the financial condition of Customer. Customer shall produce such records not later than thirty(30)days following
such request.
9. TITLE & OWNERSHIP OF INTELLECTUAL PROPERTY. Commerce and/or the relevant Commerce third party
providers or agents shall retain title and ownership to all software code utilized by Customer in connection with the terms of
this Agreement,including all rights to patents,copyrights,trademarks and trade secrets. No rights in or to any such intellectual
property shall accrue to Customer. Customer agrees not to sell,transfer, publish,disclose,display or otherwise make available
to others any of the software code, documentation or other materials relating to the software and agrees to use said software
according to the provisions contained in any license agreement between Customer and the system provider. Customer may not
modify,reverse engineer or decompile any of such Intellectual Property nor make any derivative works thereof. The terms of
this Section shall survive any termination or expiration of this Agreement.
01/2015 3
!A`
0"Commerce Bank
CONFIDENTIAL
10. CHARGES. Customer shall pay to Commerce all fees, charges and other amounts due to Commerce, if any,incurred in
the use of the Service(s) and pursuant to this Master Services Agreement, any Service Agreement(s) attached hereto and the
attached Schedules (collectively, "Charges"). Fees may be subject to change from time to time by Commerce upon ninety
(90)days'prior written notice.
11. DISPUTES. All disputes and claims concerning a Supplier's performance or non-performance of their obligations shall
be resolved between Customer and the relevant Supplier. Commerce shall have no liability or responsibility to mediate or
resolve any such dispute or claim and Commerce makes no representations or warranties regarding the acceptability of any
Party's performance of its obligations. Customer's beliefs that it is due a credit or other compensation from a Supplier or other
dispute with Supplier shall not affect Customer's irrevocable obligations to fund a Payment in respect to a Payment
Instructions and pay all Charges associated with each Service.
12. INDEMNITY.
12.1 Customer Obligation. To the extent permitted under the Indemnification Laws, Customer agrees to defend, indemnify
and hold harmless Commerce and its officers, directors, agents and employees from and against any and all claims by third
parties(including,without limitation,Customer's Suppliers or its Administrators)and all costs(including reasonable attorneys'
fees), expenses and liabilities incurred by Commerce in connection with such claims, arising from or as a result of the
establishment and use of the Services,provided that such claims are not the result of or connected with the gross negligence or
willful misconduct of Commerce or the violation by Commerce of any law or regulation relating to the Services. Customer
acknowledges that the pricing provided in the Card Service Schedule is based on including this indemnification.
12.2 Commerce Obligation. Commerce agrees to defend, indemnify and hold harmless Customer and its officers, directors,
agents and employees from and against any and all claims by third parties(including reasonable attorneys' fees),expenses and
liabilities incurred by Customer in connection with such claims, arising from or as a result of the gross negligence or willful
misconduct of Commerce, provided that such claims are not the result of, or connected with, the gross negligence, or willful
misconduct of Customer or the violation by Customer of any law or regulation relating to the Services.
12.3 Limitation of Commerce Obligation. In no event shall the amount of Commerce's obligation under Section 12.2 exceed
the maximum amount that Customer would be legally permitted,under the Indemnification Laws in effect as of the date of the
event giving rise to such obligation of Commerce, to pay or contractually incur (whichever amount is lower) under Section
12.1 as of such date.
13. TERM AND TERMINATION.
13.1 Term. This Agreement shall remain in full force and effect until terminated by either Party as herein set forth. Either
Party may terminate this Agreement or any Service Agreement at any time,with or without cause,upon thirty(30)days' prior
written notice. Termination of the Master Services Agreement shall automatically terminate all Service Agreements.
13.2 Termination. Notwithstanding the foregoing, Commerce or Customer shall have the right to terminate this Agreement
immediately and without notice,upon the occurrence of any one or more of the following events:
(i) Dissolution or liquidation of the other Party;or
(ii) Insolvency of the other Party;or the institution by or against the other Party of any bankruptcy or
insolvency proceeding;or the appointment of a receiver or trustee for the other Party;or the other
Party enters into an arrangement with,or for the benefit of,its creditors;or
(iii) Any material adverse change in the financial condition of the other Party;or
(iv) Any default hereunder,or breach of the obligations undertaken herein or in any Service Agreement,or in any
other agreement by and between the Parties hereto;or
(v) Upon the occurrence of any event in any agreement which would allow Commerce to declare any
indebtedness owing by Customer due and payable in full;or
(vi) A change in the ownership of Customer,or a sale of all or substantially all of Customer's assets;or
(vii) If either Party is hereafter prohibited by law from performing or contracting for the Services. Commerce will
not be responsible or liable in any manner for any Losses incurred by Customer in respect of any breach of contract
which may arise out of any termination of this Agreement pursuant to this Section.
14. DISCLAIMER AND LIMITATION OF LIABILITY. COMMERCE DOES NOT MAKE OR GIVE,AND HEREBY
EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, BOTH EXPRESSED OR
IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF
01/2015 4
Commerce Bank
CONFIDENTIAL
TRADE, INCLUDING, BUT NOT LI IITED TO, ANY IMPLIED WARRANTY, REPRESENTATION OR CONDITION
OF MERCHANTABLITY,MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE,PARTICULAR, SPECIFIC
OR OTHERWISE OR ANY WARRANTY OF TITLE OR NON-INFRINGEMENT, FOR ANY OF THE PRODUCTS,
PROCESSING, SERVICES, PROGRAMS, SPECIFICATIONS, STANDARDS, SOFTWARE, HARDWARE OR
FIRMWARE CREATED, SUPPLIED,REQUIRED,LICENSED OR APPROVED BY COMMERCE OR REFERENCED IN
THIS AGREEMENT.
WITHOUT LMTING CUSTOMER'S RIGHT TO INDEMNIFICATION AS SET FORTH IN SECTION 12 OF THIS
AGREEMENT, CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT COMMERCE'S LIABILITY RELATED
TO ANY CLAIM ASSOCIATED WITH THIS AGREEMENT IS LIMITED TO ACTUAL DAMAGES SUSTAINED BY
CUSTOMER THAT ARE A DIRECT RESULT OF COMMERCE'S FAILURE TO ABIDE BY THIS AGREEMENT.
CUSTOMER MUST BRING ANY ACTION WITH RESPECT TO SUCH CLAIM WITHIN ONE (1) YEAR AFTER IT
AROSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY ACKNOWLEDGE AND
AGREE THAT NEITHER PARTY NOR ANY OF ITS RESPECTIVE REPRESENTATIVES SHALL BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BASED ON BREACH OF
CONTRACT,BREACH OF WARRANTY,TORT,STRICT LIABILITY OR OTHER LEGAL THEORY,EVEN IF ANY OF
SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
15. NOTICE AND COMMUNICATION. All notices hereunder shall be in writing and shall be deemed duly given when
personally delivered, when delivered by recognized overnight courier, or three (3) days after mailing if sent by certified or
registered United States mail,return receipt requested,postage prepaid,to the appropriate Party at the address set forth below,
or at such other address as the applicable Party may indicate fiom time to time in writing.Notice hereunder shall be sent:
Commerce: Customer:
Commerce Bank City of Jeffersonville,Clark County,Indiana
Attn:Commercial Products Attn:Heather Metcalf
811 Main Street,KCCOMI'ROD 500 Quartermaster Ct#300
Kansas City,Missouri 64105 Jeffersonville,IN 47130
16. ELECTRONIC RECORDS. Customer agrees that this Agreement and all paper records related to the transaction with
which this document is a part and whether or not the paper records were submitted in advance of,contemporaneously with or
subsequent to,the execution of this document may, at the option of the Commerce, be converted by any digital or electronic
method or process to an electronic record or subsequently further converted or migrated to another electronic record format or
electronic storage medium. Customer further agrees that upon conversion to an electronic record as authorized herein such
electronic record shall be the record of the transaction and the electronic record shall have the same legal force and effect as the
paper documents from which it was converted. Customer waives any legal requirement that any documents digitally or
electronically converted be embodied, stored, or reproduced in a tangible media. Customer further agrees that a printed or
digitally reproduced copy of the electronic record shall be given the same legal force and effect as a signed writing. In
addition, Customer authorizes and agrees to destruction of the paper documents by Commerce upon conversion of the paper
documents to a digital or electronic record.
17. CONFIDENTIALITY. Commerce and Customer will keep strictly confidential and will not use or disclose to any third
party or to any employee,officer,director or agent(except on a need to know basis)for any purpose whatsoever(other than as
contemplated herein or for a business evaluation of the Program performed by either Party)all or any portion of the contents of
the Program, including but not limited to, any of the terms of, conditions of or other facts concerning the Services, pricing,
materials, processes and any written or oral information furnished by Commerce or by Customer which is either nonpublic,
confidential or proprietary in nature unless such use or disclosure is lawfully permitted or is mutually agreed upon in writing by
Customer and Commerce; provided, however, Customer understands and acknowledges that affiliates of Commerce and
vendors of Commerce will assist in the implementation and maintenance of, and provision of various services under, the
Program, therefore Customer authorizes Commerce to share any information that it obtains from Customer with its affiliates
and vendors if needed to perform periodical financial,operational and regulatory reviews and audits. Information may also be
shared with any regulators having jurisdiction over Commerce or its affiliates. In the event Customer is subject to a Public
01/2015 5
f1stpCommerce Bank
CONFIDENTIAL
Record Law, Customer shall comply with the provisions of this Confidentiality paragraph only to the extent that such
compliance is in accordance with the applicable Public Record Law.
18. MISCELLANEOUS PROVISIONS.
18.1 Compliance with Applicable Laws and Regulations. Customer acknowledges that Commerce is a regulated financial
institution and that Customer must provide any information and records regarding its Suppliers, Customer's identity, business,
and operations, and other matters that may be requested from time to time by Commerce in order to enable it to perform
periodic financial, operational and regulatory reviews and to comply with any applicable laws or regulatory requirements,
including but not limited to the USA Patriot Act and The Office of Foreign Assets and Control(OFAC). In addition,Customer
acknowledges that all transactions initiated through the Program are subject to possible limitations under applicable laws and
regulations, including the rules issued by OFAC, and that no Payments which violate any such laws and regulations can be
made using the Services.
18.2 Taxes. Customer acknowledges and agrees that Commerce: (i) is not responsible for calculating VAT, retail sales,
withholding or other taxes associated with a Payment Instruction; and (ii) is not responsible for collecting or reporting taxes
owed to any Party or authority associated with a Payment Instruction. As between Commerce and Customer, Customer shall
calculate and pay all taxes, duties, levies, tariffs or similar charges of any kind (including withholding or value added taxes)
imposed by any federal, state, local or other governmental entity with respect to any Payment Instructions processed under this
Agreement for goods or services provided to Customer. Customer shall hold Commerce harmless from any and all Losses
arising from any failure by Customer or any Supplier to collect or pay any such taxes,duties,levies,tariffs or similar charges.
18.3 No Implied Waivers. The rights of any Party under any provision of this Agreement shall not be affected by its prior
failure to require the performance by the other Party under such provision or any other provision of this Agreement, nor shall
the waiver by any Party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any
other provision or constitute a waiver of the provision itself. A waiver of any right or obligation hereunder must be in writing
and signed by the Parties to this Agreement.
18.4 Remedies. In the event that either Party breaches or violates any of the obligations contained in this Agreement, and in
addition to the rights and remedies otherwise provided in this Agreement,the other Party shall be entitled to exercise any right
or remedy available to it either at law or in equity, including without limitation, termination of this Agreement, damages and
injunctive relief.The exercise of any right or remedy shall be cumulative.
18.5 Complete Agreement; Amendments. This Agreement constitutes the complete understanding between Customer and
Commerce with respect to the subject matter hereof and all prior oral or written communications and agreements with respect
thereto are superseded. No alteration, amendment or modification of any of the terms and conditions of this Agreement shall
be valid unless made pursuant to any instrument in writing signed by both Parties.
18.6 Authori . The execution and delivery of this Agreement by Customer and the performance hereof by Customer have
been duly authorized by all necessary corporate action on the part of Customer. Customer shall provide to Commerce, as
Commerce may request from time to time,such documentation relating to Customer's authority to contract for the Services.
18.7 Binding Agreement;Benefit. The Documents shall be binding upon and inure to the benefit of the Parties hereto and their
respective legal representatives,permitted successors and permitted assigns. Except as agreed to in writing by the Parties,this
Agreement, as well as any applicable Service Agreement shall not be deemed to be entered into for the benefit of any other
person, third party beneficiary or entity, and no other person, third-party beneficiary or entity shall have the right against
Commerce or Customer under this Agreement or any part thereof.
18.8 Assignment. Neither Party shall sell, assign or transfer this Agreement or any part thereof without the prior written
consent of the other Party; provided, however, Commerce may, without the consent of Customer assign any or all of its rights
and obligations under this Agreement to its parent, any subsidiary(of Commerce or its parent), or any affiliate(of Commerce
or its parent) or to any other Party pursuant to a merger, acquisition, consolidation, reorganization, or a sale of all or any
portion of its assets.
18.9 Force Majeure. Commerce shall not be in default of this Agreement to the extent that performance of its obligations is
delayed or prevented by reason of any act of God, war, terrorism, fire, explosion, flood, act of government or any act or
omission of a third party, including,but not limited to,telecommunications carriers and utilities or any other matter beyond its
reasonable control.
01/2015 6
ei�Commerce Bank
CONFIDENTIAL
18.10 Severability. The invalidity or unenforceability of any one or more portions, sentences, clauses or paragraphs in this
Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement or any part thereof.
18.11 Independent Contractors. Customer and Commerce acknowledge and agree that they intend to create an independent
contractor relationship between them under this Agreement. Accordingly, Customer and Commerce agree that: (i) nothing
contained in this Agreement will be construed to make either Customer or Commerce, an agent of the other; (ii) neither
Customer nor Commerce shall have any authority under this Agreement to bind,obligate,or otherwise commit the other to any
other agreement or transaction for any purpose whatsoever; and (iii) this Agreement does not create or evidence any
partnership,joint venture, franchise,or other business organization between the Customer and Commerce.
18.12 Press Releases and Publicity. Neither Party will use other Party's name in press releases,product brochures and annual
reports indicating that the Parties are doing business with each other without the prior written approval by the other Party
before release; provided, however, Commerce may use Customer's name, Customer-provided logo, and general
industry/business description in Commerce's customer listings and in its sales presentations without obtaining Customer's prior
consent.
18.13 Headings and Language. Headings are inserted for convenience of reference only and do not constitute part of this
Agreement.
18.14 Survival: Notwithstanding anything to the contrary herein, Sections 5, 6, 9, 11, 12, 14, 15, 16, 17 and 18 shall survive
the termination of this Agreement.
19. EFFECTIVE DATE. Notwithstanding anything else contained herein to the contrary, this Agreement and any Service
Agreements attached hereto will be subject to Commerce performing due diligence and credit investigations and will be
effective only upon execution by Commerce as of the date shown below(the"Effective Date")and/or the date shown on any
Service Agreement(s)attached hereto.
20. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts,each of which
shall be an original,but all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement by facsimile or other electronic means shall have the same force and effect as the delivery of an
original executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by facsimile
or other electronic means shall also deliver an original executed counterpart,but the failure to do so shall not affect the validity,
enforceability or binding effect of this Agreement.
21. ELECTRONIC SIGNATURE. If this Agreement or any other document associated with this Program is executed by
means of a facsimile signature or a signature reproduced by PDF or other reproductive format, or any electronic symbol,
marking, communication, or process attached to or logically associated with a document (collectively, an "electronic
signature"), the Parties agree that the electronic signature is intended to authenticate the document and to demonstrate the
party's intent to be bound by such document, and such an electronic signature shall have the same force and effect as if the
document bore an inked original signature. For any document bearing an electronic signature,the parties agree that the version
of the document containing the electronic signature and retained by Commerce shall be deemed to be the original, copies of
which shall be made available to Customer upon request.
IN WITNESS WHEREOF, this Master Services Agreement has been executed by the duly authorized officers of the Parties
hereto.
Commerce Bank City of Jef(e3%9nviY,Cla 1 ounty,Indiana
By: By:
Printed Name: Printed Name:
Title: Title: COA�d�I P�
Effective Date:
01/2015 7
( Commerce Bank
CONFIDENTIAL
CommerceVantage Card Service
THIS COMMERCEVANTAGE— CARD SERVICE AGREEMENT ("Card Service") is made and entered into as of the
Effective Date shown below by and between Commerce Bank ("Commerce") and City of Jeffersonville, Clark County,
Indiana("Customer").
Commerce and Customer agree that the Services referenced herein shall be performed in accordance with these Service
Agreements, the Master Services Agreement attached hereto and any other Documentation. Commerce shall be responsible
only for performing those Services expressly referenced in this Service Agreement and implemented by Customer. Terms used
herein, which are defined in the Master Service Agreement, shall have the meanings given to them in the Master Service
Agreement.
CommerceVantage—Card Service—Commercial Cards,AP Cards and/or Private Network Accounts
(Credit Transactions)
CommerceVantage Card Services will facilitate payment to Customer's Suppliers by assigning AP Cards and/or Private
Network Accounts to Customer and/or issuing Commercial Cards to Employee Cardholders("Card Service").
1. DEFINITIONS. These additional terms, as used in this Card Service Agreement, and any other Service Agreement, shall
have the following meanings and include the plural as well as the singular:
1.1 "AP Card" means the Visa or MasterCard account numbers associated with the AP Cards issued by Commerce to
Customer or its Administrator without an associated plastic under the Program. The operating rules, established by card
companies,shall govern the services offered.
1.2 "Cardholder Agreement" means that agreement delivered to each Employee Cardholder which governs the use of
the Commercial Cards,as amended from time to time.
1.3 "Commercial Card" means the Visas or MasterCard Commercial Card and the numbers associated with the
Commercial Card issued by Commerce to Employee Cardholder. The operating rules, established by card companies, shall
govern the services offered.
1.4 "Employee Cardholders" means, collectively, those designated officers, directors, agents and employees of
Customer.
1.5 "Network Transaction"means the payment transaction where Commerce is only the AP Card issuer(issues AP Card
account numbers to Customer)and does not control fees associated with acceptance of a card transaction by the Supplier.
1.6 "Private Network Account" means the Commerce Bank Private Network card account number associated with the
Commerce Bank Private Network Account issued by Commerce to Customer or its Administrator without an associated plastic
under the Program. The operating rules,established by Commerce,shall govern the services offered.
1.7 "Private Network Transaction" means the payment transaction where Commerce is both the Private Network
Account issuer(issues Private Network Account numbers to Customer)and the acquirer(has limited banking relationship with
merchant)and controls the fees associated with the transaction.
1.8 "Unauthorized Charge" means the use of a Commercial Card, AP Card, and/or Private Network Account, by a
person, other than the Customer, who does not have actual, implied or apparent authority for such use, and from which the
Customer receives no benefit.
2. COMMERCIAL CARDS;AP CARDS;AND/OR PRIVATE NETWORK ACCOUNTS
a. Commerce shall issue AP Cards and/or Private Network Accounts to the Customer,provided that a Payment Instruction has
been made by an Administrator in the form required by Commerce; and/or Commerce shall issue a Commercial Card to each
Employee Cardholder designated by Customer,provided that(i)each such designated Employee Cardholder has a business or
commercial purpose for the Commercial Card, and(ii)a card issuance request has been made by an Administrator in the form
required by Commerce.
b. Each Commercial Card shall be valid for the term indicated thereon, unless such Commercial Card has been canceled by
Commerce pursuant to the provisions of this Card Service Agreement or at the request of Customer.
c. Commerce acknowledges the ability of Customer to revoke any authority given to an Administrator, at Customer's
discretion upon proper notice to Commerce;provided,however,that Customer shall remain liable for all charges made to each
Commercial Card,AP Card and/or Private Network Account as provided in this Card Service Agreement.
d. Commerce acknowledges the ability of Customer and/or its Administrator to cancel the Commercial Card issued to any one
or more Employee Cardholder(s), at Customer's discretion upon proper notice to Commerce; provided, however, Customer
and/or its Administrator shall take all reasonable actions necessary to retrieve the Commercial Card issued to Employee
Cardholder or terminated Employee Cardholder and shall immediately destroy the retrieved Commercial Card.
e. If a Private Network Transaction is utilized to pay Customer's Supplier, Commerce will agree to pay Customer's Suppliers
01/2015 8
Commerce Bank
CONFIDENTIAL
so long as the Supplier meets certain underwriting criteria, enters into a limited merchant agreement with Commerce, and
provides Commerce with requested account information and documentation. Should the Supplier fail to meet any of the above,
Commerce may reject or terminate said Supplier and upon notification to Customer Commerce will no longer be responsible
for payment under this Program.
f. Customer acknowledges that the Private Network Transactions are not Visa transactions and Customer has no recourse
against Visa regarding any Private Network Transactions or any other claims arising from the Private Network Accounts.
Customer shall indemnify Visa and hold Visa and its members harmless from and against claims, liabilities, losses, and
expenses arising fi•om or in connection with the Private Network Accounts.
3. BILLING PROCEDURES. Central Billed Accounts: Except as otherwise provided herein, Customer shall be liable for all
charges made to each Commercial Card,AP Card and/or Private Network Account. Charges shall be set forth on an electronic
billing statement and shall be paid by Customer within the time period provided in the Card Service Schedule,attached hereto
and incorporated herein by this reference,and as set forth herein.Commerce shall have no duty or obligation to inquire into the
nature of any transaction charged by a Customer or Employee Cardholder(e.g.,whether such transaction was for a business or
personal use).
4. LINE OF CREDIT.Commerce will establish a maximum line of credit amount for Customer.
a. All amounts charged to the Commercial Cards, AP Cards and/or Private Network Accounts together with any fees and
charges owed to Commerce by Customer in connection with the Card Service, may not exceed, in the aggregate, the line of
credit amount unless Commerce in its sole discretion authorizes such charges. So long as the line of credit facility has not been
terminated and/or demand has not been made by Commerce,advances under this line of credit may continue to be made,repaid
and re-borrowed as provided for herein.
b. Commerce may, at any time in its sole discretion, increase the amount of Customer's line of credit temporarily or for an
extended period without prior notice.
c. Commerce may, at any time in its sole discretion, decrease the amount of Customer's line of credit upon thirty (30)days'
prior written notice to Customer; provided, further, Customer agrees that if any amounts are outstanding on the Commercial
Cards, AP Cards and/or Private Network Accounts which exceed the adjusted line of credit amount, Customer will
immediately pay Commerce such excess amounts.
d. Collateral securing other obligations with Commerce,if any,will also secure this line of credit.
5. TERMINATION.
a. All Commercial Cards,AP Cards and/or Private Network Accounts shall be deemed canceled effective upon termination of
this Agreement or as otherwise provided herein, and all amounts outstanding under such Commercial Cards, AP Cards and/or
Private Network Accounts shall automatically become immediately due and payable in full by Customer without further notice.
b. Commerce may terminate this Service Agreement immediately if Customer fails to make any payment when due under this
line of credit or any other Service Agreement.
6. REPORTING. Commerce will, either directly or indirectly through its Suppliers, receive data from the transactions made
with the Commercial Cards, AP Cards and/or Private Network Accounts; such data will be delivered to Customer as specified
herein. Commerce shall have no responsibility or liability for the capture, transmission, grouping, reporting, categorizing or
any other act performed or required to be performed in connection with the foregoing data that Customer's Suppliers are
transmitting at the point of sale.
7. CUSTOMER LIABILITY.Except as noted below,Customer shall be solely liable for the payment of all charges incurred in
the use of Commercial Cards,AP Cards and/or Private Network Accounts.
a. Customer shall not be responsible for an Unauthorized Charge that is a result of the use of a stolen AP Card and/or Private
Network Account if the AP Card and/or Private Network Account are reported stolen via telephone as provided in this
Agreement below, within ninety (90) days after the Unauthorized Charge occurred. If the AP Card and/or Private Network
Account are not reported stolen within such time frame, Customer shall be liable for all charges associated with the stolen AP
Card and/or Private Network Account.
b. Customer shall not be liable for the payment of Commercial Card charges if the Commercial Card charges: (i)are waived
as set forth in Visa Waiver of Liability or MasterCard Zero Liability documentation, as amended from time to time; (ii)were
made after the original closure request date for a Commercial Card where the request by Customer was made in accordance
with the terms of this Agreement during normal business hours; or (iii) were Unauthorized Charges as set forth in the
Cardholder Agreement.
c. It is further understood and agreed that when a chargeback (the reversal of a card transaction previously credited to a
vendor account),chargeback fee or any other charges to Customer's vendor occurs,including, but not limited to, loss
relating to vendor disputes and vendor processing fees(collectively"Charges"), Commerce will seek payment from vendor's
account. Provided,however, if the Charges are a result of a Private Network Transaction and vendor does not have
01/2015 9
Commerce Bank
CONFIDENTIAL
sufficient funds in its account to cover the Charges, then the total amount due from vendor shall be deemed an "Uncollected
Vendor Debt". Customer agrees that Commerce shall not be held responsible for any Uncollected Vendor Debt. If applicable,
Commerce may reverse any provisional credit or seek reimbursement from Customer.
d. Notification of loss, stolen or possible unauthorized use of a Commercial Card,AP Card and/or Private Network Account,
should be communicated to Commerce at 800-892-7104 immediately. Communications with Commerce concerning disputed
billings shall be made by mail to Commercial Card Services, 811 Main Street, Kansas City, Missouri 64105 or by phone at
800-892-7104.
8. MANUAL AP CARD VENDOR PAYMENT. During enrollment,Commerce will contact Customer's Vendors to see if
they accept credit cards for payment. Some Vendors accept credit cards,but only if paid manually via phone,fax or vendor's
website. If authorized by Customer,Commerce,on Customer's behalf,shall contact the vendors who wish to be paid manually
and Commerce shall determine which vendors are best suited to use the Manual AP Card Vendor Payment service to facilitate
payment. Customer shall provide Commerce with accurate information needed to complete each Vendor payment authorized
by Customer,including,but not limited to,phone numbers,website addresses,authorization codes,user names and/or
passwords(collectively"Payment Information"). Customer is solely responsible for communicating accurate Payment
Information to Commerce and keeping information current,failure to do so may result in the delay or inability to complete a
Manual AP Card Vendor Payment. Should a Vendor require Commerce to reset a password in order to continue to make a
Manual AP Card Vendor Payment,Customer authorizes Commerce to reset the password. Commerce will notify Customer of
a failed Manual AP Card Vendor Payment,otherwise all other processes,procedures and reporting remain the same. Volume
from the Manual AP Card Vendor Payments will be included in the Monthly Net Volume for revenue share purposes.
IN WITNESS WHEREOF,this Card Service Solution has been executed by the duly authorized officers of the Parties hereto.
Commerce Bank City of Jef, rsonyfle,C ar County,Indiana
By: By: ,�,,�/
Printed Name: Printed Name:
Title: Title: ca)kf ler
Effective Date:
01/2015 10
Commerce Bank
CONFIDENTIAL
Card Service Schedule
.11ONTHL YREFENIE S11.IRE
The terms outlined herein will expire in 60 days from March 9,2017 unless an Agreement is executed.
$0-$83,333 $0-$999,999 1.00%
$83,334-$249,999 $1,000,000-$2,999,999 1.10%
$250,000-$416,666 $3,000,000-$4,999,999 1.20%
$416,667-$583,333 $5,000,000-$6,999,999 1.23%
$583,334+ $7,000,000+ 1.25%
The average monthly transaction amount must be greater than$750
Total Monthly Net Volume is calculated using AP Card volume only
75
61
2.00% 1.00%
1.75% 0.75%
1.50% 0.50%
1.25% 0.25%
1.00% 0.10%
The average monthly transaction amount must be greater than$1000
Private Network Card volume is calculated independently of all other Card types
1) Volume calculations exclude credits, cash advances, fraudulent transaction amounts and volume qualifying under 1%
interchange.
2) AP Card Volume qualifying at Large Ticket Interchange(LTI)will be paid at 0.50%.
3) Average monthly transaction amount is defined as gross purchase volume divided by total transaction count.
4) Customer shall have ninety(90)days from statement date to notify Commerce of any revenue share payment errors.
5) Commerce reserves the right to withhold,suspend or modify revenue share payment for the following reasons:
a) If Customer's average Interchange Rate falls below 2.25%
b) If Interchange Rates become significantly altered by Visa and/or MasterCard
c) If monthly volume contain fraudulent transactions
d) If monthly revenue share payment is less than$10
e) If any accounts become delinquent(central billed accounts only)
6) Commerce may adjust the revenue sharing percentages,as provided below, at the end of each calendar quarter following
the Agreement Effective Date
a) Adjustments are based on the U.S.Prime Rate,as published in The Wall Street Journal "Money Rates"column on the
last business day of the month immediately preceding the first day of the applicable billing cycle
b) Adjustments to revenue share based on Prime Rate fluctuations are not applicable while Prime Rate remains at, or
below,the established 4.00%floor
c) When the Prime Rate exceeds 4.00%, Commerce will adjust the revenue share percent payable using the grid below.
Commerce will use the same grid to determine subsequent revenue share adjustments should the Prime Rate increase
or decrease from any newly established Prime Rate level in future quarters
d) The Established Prime Rate at the time of this contract is 3.75%.
IN
Weekly 7 Day 0.50% 0.010%
01/2015 11
Ate♦
%;;'f Commerce Bank
CONFIDENTIAL
PA YMENT SCHEDULE
Commerce will generate a billing statement on a periodic basis as outlined below.All amounts owing on the Commercial Card and/or Payment
Cards including fees and charges, shall be due and payable in full on a grace period as outlined below, after the date of such statement. If
applicable, the statement will be transmitted to the Employee Cardholder or to Customer via U.S. Mail or made available by an alternative
means as agreed upon by both parties.
Billing I-requency Grace Period in Pa,.inent Method
Days
Weekly (AP Card&Private Network Card) 7 Push Pay or AutoPay
O.
Late Fee for Central Bill For each payment not received by the payment due date shown on the billing statement,a late fee will be charged.The late fee for
Accounts the respective Commercial Card and Payment Cards will be 2.5%of the amount past due.
Visa and MasterCard purchases,cash withdrawals and cash advances made in currencies other than U.S.Dollars will be converted
to U.S.Dollars under regulations established by Visa International and MasterCard International.Visa conversion will be at a rate
selected by Visa from the range of rates available in wholesales currency markets for the applicable central processing date,which
may vary from the rate Visa itself receives,or the government-mandated rate in effect for the applicable central processing date.
International Service Fee MasterCard conversion rate will be selected by MasterCard, typically either a government-mandated rate or a wholesale rate
provided to MasterCard. Conversion to U.S. Dollars may occur on a date other than the date of the transaction. Therefore,the
conversion rate may be different from the rate in effect at the time of the transaction. Customer agrees to pay the converted
amount,plus an international service fee in the amount of 2%of the transaction amount on purchases and I%on cash withdrawals
and cash advances.For purchases,cash withdrawals and cash advances made in U.S.dollars outside of the United States and its
territories,you agree to pay the transaction amount plus a I%service assessment fee.
Cancellation Fee $5,000 fee if Customer terminates this Agreement prior to one(1)year from the Effective Date.
ACH Return $29 each after first occurrence
$2 per statement after three occurrences
Statement Reprinting
Free through certain software products selected by Customer.
Other For information,copies or other reports not specified in this Schedule,Commerce may charge Customer such fees as Customer and
Commerce may agree from time to time.
AP File Layouts
w Standard—No Charge
Custom—in those instances where this effort will generate a cost over$3,000,Commerce will obtain a price quote
for Customer.
Reconciliation Reports
Customized
Programming :* Standard—No Charge
Custom—Commerce will obtain a price quote for Customer.
Other Custom Programming
46 Commerce will obtain a price quote for Customer unless development is mutually agreed upon by Customer and
Commerce.
Development hours,beyond the initial 20 hours,are typically charged at a rate of$150.00 per hour.
Commerce uses a`train the trainer'model. Initial training for Program Administrators(in person,WebEx or by phone)is at no
charge. Additional training for Program Administrators via WebEx or by phone is at no additional charge.
Software Training It is the Bank's intention that the Program Administrator will train the cardholders and systems users on reporting and maintenance
applications. If further training by Commerce is required for the cardholders and system users(in-person,WebEx or by Phone),
Commerce will charge$250 per hour. Appropriate advance notice is required for training.
[Signature Page to Follow]
01/2015 12
t Commerce Bank
CONFIDENTIAL
IN WITNESS WHEREOF,this Card Service Schedule has been executed by the duly authorized officers of the Parties hereto.
Commerce Bank City of Jeff on le lark unty,Indiana
By: By:
Printed Name: Printed Name:
Title: Title:
Effective Date:
01/2015 13
40, Commerce Bank
Program Administrator Delegation
The CommerceVantage—Master Service Agreement, dated between Commerce
Bank("Commerce") and City of Jeffersonville, Clark County,Indiana states:
Program Administrator. Customer, upon signing this Agreement, shall designate one or
more of its employees and/or third party provider (individually and collectively, the
"Administrator")to assist Commerce in the administration of the Program.
In accordance with the above, the individuals listed below are designated as Administrator(s), for
City of Jeffersonville, Clark County,Indiana. Each hereby is authorized to conduct the
Program Administrator duties for this company by authority of this letter including, but not limited
to, submitting Payment Instructions to issue Card Service Payments and/or other payment types.
Individual Sin ure
V
Signature of uthorized Person Date
Print Name J11&,2r/ F
Title
11/2013
";i Commerce Bank
Certificate of Authority and W-9 for a Government Organization
Customer Name("Organization") Taxpayer Identification Number(TIN)
City of Jeffersonville,Clark County, Indiana
Address City,State,Zip
5v� 4ua�e�m� 7seQ&sa,vote, -7 t 3c)
The undersigned certifies that he/she is the duly elected and qualified Secretary Assistant Secretary, or Clerk of the Organization; that the following
resolutions, or substantively similar resolutions, have been duly adopted by the Governing Board/Governing Body of the Organization pursuant to its
bylaws and the power and authority granted by such resolutions and/or bylaws remain in full force and effect and have not been amended or revoked;
that the officers listed below have been granted the requisite power and authority to transact business as described herein("Authorized Person(s)"),and
that the specimen signature(s)of the Authorized Person(s)below are true and genuine.
RESOLVED,that any one of the Authorized Person(s)may from time to time appoint an Administrator to assist Commerce Bank("Commerce")in the
administration of the Account(s)or Programs as provided in the applicable Agreement(each such term as defined in the Agreement).
RESOLVED, that the specimen signature(s) of the Authorized Person(s) below are true and genuine, whether such signature is an inked original
signature or electronic signature. If electronic signatures are provided, Commerce is authorized to accept the electronic signature of Authorized
Person(s)for the purposes of authenticating or demonstrating the party's intent to be bound and shall have the same force and effect as if a document
bore an inked original signature.
FURTHER RESOLVED, Commerce is authorized to act upon these representations and resolutions until written notice of revocation is delivered to
Commerce,and Commerce is authorized to presume the authority described herein shall apply with equal force and effect to the successors in office of
the officers named herein.
Check appropriate boxes
Section A Section B
Name of Authorized Person(s) Title Si at re(s) (Credit) (Pre-Funded)
0 ❑
C 0 ❑
f, ❑ ❑
❑ ❑
Section A—Credit Proarams: Commercial Cards/AP Cards/Private Network Acc unts/Claims Payment
FURTHER RESOLVED,that any one of the Authorized Person(s)designated above is authorized to establish credit card accounts(with or without an
associated plastic card)("Accounts") with Commerce, to incur debt (in the form of a line of credit established by Commerce for the Organization)
associated with the Accounts,to pledge property as security for repayment of amounts due Commerce, and to execute all documents to effectuate this
purpose which he/she may deem necessary and proper, including without limitation any application, agreement, Master Services Agreement or other
documentation requested by Commerce(each an"Agreement")to open the Accounts.
FURTHER RESOLVED, that any one of the foregoing named officers of this Corporation may from time to time request Commerce issue Commercial
Cards,AP Cards and/or Private Network Accounts to any one person in connection with any of the Accounts.
Section B —Pre-Funded Programs: AP Cards (Active Funds)/Private Network Accounts/Claims Payments/AP Automation (Process & Pay;
Invoice Automation&Pay;or Payment Hub)/Merchant Bankcard/General Banking Services
FURTHER RESOLVED, that any one of the Authorized Person(s) designated above is authorized to establish an ActiveFunds, AP Card, Private
Network Accounts, Claims Payments, and/or AP Automation program (each a "Program"), and other general banking services with Commerce,
including, but not limited to Merchant Bankcard services, and to execute all documents to effectuate this purpose which he/she may deem necessary
and proper, including without limitation any agreement, Master Services Agreement, Merchant Agreement or other documentation requested by
Commerce(each an"Agreement")to establish a Program or general banking service.
Substitute Form W-9 Certification
Under penalties of perjury,I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service
(IRS)that I am subject to backup withholding as a result of failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to
backup withholding,and
3.1 am a U.S.citizen or the U.S.person(including a U.S.resident alien).
4.1 am exempt from T reporting. il
Certification Ins u�ons: ou must cro out item(2)above if you have been notified by the IRS that you are currently subject to backup withholding because
of underreporti g teres or dividends n your tax return. For further instructions,go to www.irs.gov. The IRS does not require your consent to any provision
of this docume ther t an the certifi ion required to avoid backup withholding.
IN WITNESS R F,I have sig d my name as of the date written below.
Signature of Se cretary,Assis an Se etary or Clerk Date
(Original inked sign iture required)
114359 3/13