HomeMy WebLinkAboutR-2021-092 Commercial Card Agreement with UMB Bank, National AssociationRESOLUTION NO. R-2021-092
A RESOLUTION APPROVING A COMMERCIAL CARD AGREEMENT WITH UMB
BANK, NATIONAL ASSOCIATION
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
THAT the Riverside Board of Aldermen hereby approves the Commercial Card
Agreement with UMB Bank, n.a., a copy of which is attached hereto and incorporated herein,
and further authorizes the Mayor to sign the agreement on behalf of the City; and
FURTHER THAT the Mayor, the City Administrator, the Finance Director, and other
appropriate City officials are hereby authorized to take any and all actions as may be deemed
necessary or convenient to carry out and comply with the intent of this Resolution and to execute
and deliver for and on behalf of the City all certificates, instruments, agreements, and other
documents, as may be necessary or convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,
Missouri, the -qday of c4._.0 2021.
ATTEST
Robin Kincaid, C:it y: Clerk
Mayor 'Kathleen L. Rose
COMMERCIAL CARD AGREEMENT
THIS COMMERCIAL CARD AGREEMENT (the "Aqreement"), is made and entered into this
0th day of Juno. 2021 (the "Effective Oate), by and between City of Riverside, W1C) (the
^C||ent^), a government agency with its primary place of business being located pd3S50 .VV
Viv/mn Rood Rixereide, K8[)6415Uand UyNBBmnk. n.m. (^UK8B''), o noUmnm| banking association,
with its primary place of business being located at 1010 Grand Boulevard, Kansas City, Missouri
64106.
WHEREAS, C]iord wishes to irnp|annmnt a program under which UMB will issue purchouing,
travel and entertainment and/or accounts payable virtual credit cards, aofurther described in
this Agreement, for use in connection with Client's business /moch, a.Conn and
together, "the "Commercial Card Proqram" or "Proqram"); and
VVHEREAS. UMB is willing to provide the Program to Client on the terms set forth in this
Agreement, including the Exhibits hereto;
NOW THEREFORE, in consideration of the foregning. the mutual promises and covenants
hereinafter given, and for other good and valuable oonoidaradon. the parties agree bmeach and
every term and condition of this Agreement as set forth below:
ARTICLE |
Engagement of UMBfor Services
As of the Effective Date of this Aoraanlort. Client engages UK8B to develop and assist Client in
implementing a Connnlanoim| Card Program as described in this Agreement (including the
Exhibits), and U&4B agrees to provide Client with such Prognann, all in accordance with and
subject tothe terms and conditions ofthis Agreement.
This Agreement governs any Commercial ConJ (me defined above) issued by UMBfor use by
Client and its designated oubsid|aries, oMi|iotmn, and their respective ennp|oyeme, agents,
representatives and other authorized users (collectively, "Users"). For purposes of this
Agreement, 'Card' means individually and collectively, all Commercial Con1e and account
numbers issued by UW1Bto Client and its Ueeno, and the associated oocounba, whether used in
^nmrd proomny' or "card-not-prement^ transactions (including, without limitation, "virtual" single -
use card account nunnbera, virtual cards in mobile wallets). Transactions made using a Card
constitute extensions of credit by UyN8 to Client and not to individual Uaone.
ARTICLE |1
Standard of Care
UMBshaU perform its duties and responsibilities under this Agreement using the level ofcare
and professionalism consistent with standards generally used by the U.S. issuers of commercial
cards when providing eirnUmr een/|cea for their c|imnto, but never using less than m nonnnnen:ia||y
reasonable level ofcare.
1
Should Client request Uk8B to provide additional services for the Client relative to and in
connection with the purpose and requirements of this Aoreennart. Client will compensate UyWB
for such services rendered and expenses reasonably incurred in the amount and rates mutually
agreed toinwriting bythe Client and UW1B.
ARTICLE III
Program Administrator(s)
Client shall designate and maintain for the life of the Program at least one Prqononn
Administrator, who will have full authority to administer the Program on behalf of Client. The
initial Program Administrator(s) and related contact |nfonncd|mn is set forth in Exhibit B. Client
represents and vvonanta that Client's designation of such Program Administrator(s) has been
authorized bvall necessary organization action onClient's part.
Any Authorized Signer for Client, as evidenced by its Organization Resolution and Agreement or
other authority documentation on file with UK8B, may revoke the authority of a Program
Administrator oradd new Program Administrators upon written notice to UW1B. UK8B shall have
a reasonable period of time to act on any notice from Client that adds or changes a Program
Administrator.
Each Program Administrator, acting eingly, may provide instructions to UK8Bwith respect to the
following nnottenu. without limitation: issuance of Cards to individual Ueens, establishment of and
changes to credit |inndo on individual Cande, notification of disputed transactions, lost or stolen
oards, termination of individual Cands, transaction restrictions, and Cardholder billing addresses
or telephone numbers and changes. UMB is authorized to nm|y on m/ritten, electronic or
telephonic instructions it nace|vae from the Client's Program Administrator(s) regarding any
aspect ofthe administration ofthe Program.
The Proonenn Administrator shall notify UyNB of any additions or deletions of Users to vvhonn
UMB may issue Cards under this Program and any transaction limitations or restrictions placed
on the Program as a vvho|e, and on the spending limits of any User, the User's contact
information, and any other necessary information in order for UMB to issue and send the Cards.
Notwithstanding any other provision of this Agreement to the contrary, if Client uses UMB's
on,nnlencia| card portal to administer its Commercial Card
Program, Client agrees that the primary-- Program Administrator named on Exhibit B has full
authority to oubsUtute, nanloxa or designate additional PnoQrmnn Adnninistnmtore, each of vvhorn
shall have the full authority of a Program Administrator as described in this Agraonnmnt,
including authority to designate other Program Adnninietratono, and that written notice signed by
an Authorized Signer of Client in required only to change the primary Program Administrator.
ARTICLE IV
Program CoManagement Tools
UMB will make available the certain types of controls and features for Client's Commercial Card
Program which are normally accepted as the banking "industry standard" for Commercial Cards.
Such controls and features shall be as selected by Client from options that U&4B nnakme
available to its o|ientm, and may include the following:
%
a) Single dollar transaction limitations for each Card;
b> Vendor category (G|C/MCC)b|ockjno/de-b|ockingfor each Card;
o) Cash advance prohibition;
d\ Foreign currency transaction prohibition; and
e) Individual and Consolidated Billing Statements.
Client will be mo|m/y responsible for determining who may be o Card User under the Commercial
Card Program. Client will be responsible to promptly terminate the Cards of Users who no
longer need m Card or are no longer with the Client; UyNB encourages clients to use its
commercial card platform (wvmwacojmmb*com)forthotpurpoee.
UK88'o oVrnnnercia| oond platform provides clients with an online user interface to help clients
administer and manage its Cards under the Connnnornio| Cord Program (including tracking
bo|onoas on each Card). Users will also have the ability to sign up with UyNBfor online access
to review individual Card activity and to obtain balance information. Each User's online access
will be limited to information no|ahod to the specific User's Card.
UK8BwiU utilize a network nnoda| program to monitor transactions for potential fraud, subject to
Article Vill of this Agreement.
ARTICLE V
Permitted Uses of Cards
Cards may be used for Client -related purohaain0, travel and entmdainnnent, general poyab|ma
and fleet purchesma, to the extent such functionality is offered to Client by UK8B.
Client agrees that it shall cause the Cards to be used for lawful business purposes only. In no
event shall any Card be used for any transaction that is unlawful or illegal under any applicable
|mvv, including but not limited to, ^noothoted transactions" an defined in the Unlawful Internet
Gambling Enforcement Act of2OOOand Regulation {3Gissued thereunder.
Client acknowledges that all Cards issued for this Program are the property ofUyN8. Physical
Cards must be surrendered to UN4B or destroyed upon request. Virtual Cando may be oanom||od
byUW1B|naccordance with the terms ofthis Agreement.
ARTICLE VI
Instruction on Card Use
Client will be responsiblefor instructing Users onthe permitted uses ofCards, any limitations on
amount ofcredit available toanindividual User, permitted and prohibited categories ofCard use
as determined by C|ient, and any internal Client reporting requirements associated with Card
use. Client will use reasonable efforts to ensure its Cardholders abide by restrictions,
|inn|tatione, and policies that are applicable to their accounts, and will promptly notify UW1B of lost
or stolen Cards by contacting the Call Center number listed on the back of the Card.
ARTICLE VI|
Payment; Credit Limit;
Interest Accrual on Late Payments
Except as otherwise provided in Article VU| below ("Liability for Unauthorized Use"), Client
agrees to pay UyWB, when dum, the total of all transactions nnoda with Cmn10 that have been
authorized by Client in the manner set forth in this Agreement. Client also promises to pay the
total of all other fees and charges due on the Candn, as stated in this Agreement.
Client agrees that the total ofall transactions charged toall Cards and account numbers issued
hereunder outstanding at any time ohm|| not exceed Client's Credit Limit. Client's initial Credit
Limit will be disclosed to Client upon approval of Client's application to participate in the
Commercial Card Program. Client's Credit Limit may bachanged from time totime, meset forth
more fully in Article XVl' ("Changes to the Agnyornmnt or Credit Limit; Other Changes"). Client
agrees that Client is naopona|b|m for repaying all authorized outstanding charges under the
Cards, whether or not those charges exceed Client's Credit Limit. The termination or expiration
of this Agreement does not affect Client's obligation to pay all mnnounha owed pursuant to this
Agreement.
Client agrees to pay U&1B for all transactions entered into by its Users pursuant to the terms of
this Agreement and billed on a periodic monthly otmtenlenKm\ by the next billing dote or within 30
days of the billing date of the monthly periodic mtatarnenUo), whichever is aadimr, irrespective of
when or whether the goods or services purchased were received or accepted. Payment of the
entire monthly statement balance in full, |eoo any billing error disputes, will be due each month.
Payments made later than 30 (thirty) days past the duo date may, at UW1B'e option, namu|t in
temporary suspension of Client's right to continued use of Cards for purchases, including the
blocking of point -of -sale trmnaect|ona, cancellation of mccountn, and the accrual of interest
charges and late fees. Un|moa expressly otherwise agreed to in writing by UW1B, the rnaxinnunn
period oftime covered by billing period shall boone month. Late payments may also affect
any revenue share paid to Client pursuant tothis Agreement.
If Client fails to make payment onany amount due under the Cards within 30 days after the Due
Ooto. UK8B nasanxae the right to retroactively aaoeoo interest on any unpaid balance on the
unpaid amount from the data of each purchase until paid. The applicable interest rate is
determined monthly by adding 8.DD96tothe "Prime Rate" for purchase advances, and 12.0096
tothe "Prime Rate" for cash advanoeo, hoxvexmr, in no instance shall the "Prime Flmba^ used to
om|ou|ote the interest robe under this A0maennont be less than 5.2596. As used in this
Agreement, the "Prime Rata" means the Prime Rate as disclosed in the "Money Rmtem" section
of The Wall Street Journal on the 15m day of each nnonth, or on the next business day. if the
15th day of month tmUa on o weekend or holiday. Changes in the inbon*at rate under this
Agreement shall be effective on the first day of the billing cycle following o change in the
published Prime Rate. If more than one Prime Rate is |iated, the highest published Prime Rate
will beused todetermine the interest rate under this Agreement. |fatany time, The Wall Street
jmurnm/ ceases to publish the Prime Rote. U&1B will select m new index that performs
uonlpanab|y, and such new index will be used to oa|ou|oba the interest rate under this
Agreement.
ARTICLE VIII
Liability for Unauthorized Use
4
Except as otherwise set forth in this Agreement, Client nhmU be liable for all unauthorized use of
the Cards in any amount at any time, unless and until Client has notified UyNB that the Card or
Card number has been lost, stolen or misappropriated or that the User in whose name the Card
has been issued ienolonger authorized touse the Card.
Notification concerning unauthorized use shall be made by Client calling the Commercial Card
Call Center number most recently provided by UMB (which is also provided in Exhibit B). Client
oho|| cooperate with UK8B with respect to any such c|ainn, including completing any required
written o|oima documentation naaamnob|y requested by UyNB to enable UyWB to exercise its
ohaq0mback rights under the Visa Rules and assisting UK8B to pursue recovery rights against
potentially responsible parties. Client agrees that it will assist UK8B in investigating claims
related to any purported conMpronn|ead use of Cards within the require time frames required
under the Visa rules. Client shall be responsible for full payment ofall purohaeeo, fees and
charges incurred prior to such noUficaUon, nsQmrd|ann of when they were actually posted to
Client's account.
Notwithstanding the foregoing, Client will not be liable for unauthorized use resulting from
transactions made with m Card that has been counterfeited; provided that (i) such unauthorized
use was not facilitated by the Qpoeo negligence, intentional misconduct or fraud of Client or any
of its Uoorn. and (i|) Client timely submits a dispute with respect to such unauthorized use in
accordance with the provisions of Article XI below (^Bi||ing Disputes; ChmrQaback Requests").
For the sake ofclarity, transactions made with oCard that has been counterfeited for which the
Client shall not beliable are those transactions made with acounterfeit account atamerchant.
In addition, to the extent the Client participates in the Visa Liability Waiver Program, Client shall
not be liable for unauthorized use for those bmn000timna otherwise constituting "Wakmble
Chaq0ma^ under the Program. A aunnnnmry of the Visa Liability Waiver Program is included in
this Agreement as Exhibit
ARTICLE IX
Users Not Liable tmUMBfor Credit Extended
Client acknowledges that UMBisnot extending credit toits Users, but that such credit is being
extended to and for the benefit of Client. Therafona. C||erd ahoU at all times remain liable for all
credit being extended under the Connnnmno|a| Card Program. Any request for a Card to be
issued under the Commercial Conj Program shall be at discretion of Client, subject to the terms
ofthis Agreement.
ARTICLE XVisa Liability Waiver Program
Subject to applicable Visa tarn1e and omnditinns. Client may be eligible for coverage under the
Visa Liability Waiver ProQnann, which provides coverage under certain circumstances for misuse
of the Card by its authorized Umane. Client should review Exhibit C to this Aonyennard for o
summary of the terms and conditions of coverage of the Visa Liability Waiver Program attached
as Exhibit Cfor asummary mfthe terms and conditions mfcoverage.
U&10 believes that the Visa Liability Waiver Program aurnnnmry accurately states the
requirements for such coverage as of the date of this Agreement. Hovvexar, the terms of such
5
coverage are contained in m policy ofinsurance that is held by Visa, and those terms and
conditions may change from time to time. Accordingly, UK8B makes no representation or
warranty aotothe accuracy orcompleteness ofthe terms of Exhibit C, and does not undertake
a contractual duty to Client to keep Exhibit C updated or to provide notice to Client of changes
to the Visa Liability Waiver Program. Client acknowledges that the Liability Waiver Program is
supplied byVisa and not byUK8B.
.ARTICLE XI
Billing Disputes; Clia k Requests
Client may dispute amounts reflected on a billing statement that Client reasonably believes to
be incorrect beoauem, for example, (i) the mnnourk shown on the billing statement does not
reflect the actual face value of the transaction as it was reflected on m nnorohard receipt or
supplier's invoice, (ii)the transaction shown on the billing statement did not result from the use
oYmCard authorized bvClient, Prthe Card was previously cancelled bvClient, (i|i)the statement
reflects fees not properly accrued under this Agreement, or (iv) the transaction is disputable with
the honoring merchant under applicable Visa Rules; hnvvover, such dispute is subject to the
procedures and liability provisions set forth in this section or other sections of the Agreement.
In the event of a diopute. Client must notify UK8B, by using its oomnnnmrc|a| cmn1 portal
(wmmwcmrciakaqd. or by contacting the Commercial Card cG|} cantor (at the
number shown inExhibit F0ofits dispute within sixty (60) days from the transaction date.
Each notice of m Card billing dispute to UyWB must contain the following information: (i) User
name; (ii) Card account number; (iii) the dollar amount ofany billing dispute or suspected error;
(|v) namoon that the client believes the bill is in error; and (v) a ounnnnory of the steps already
taken with the merchant to resolve the matter. U;NBvv||| investigate the disputed amount and
determine whether in UK8B'n view the amount is properly payable by Client. Until UW1B'
completes its investigation and determines whether the amount is properly payable by Client,
Client shall not baliable for the amount ofthe disputed transaction.
Client agrees that its failure to dispute a charge or other transaction within sixty (60)
days from the transaction date shall constitute mwaiver ofany right the Client may have
to dispute the charge under this Agreement.
In the event that transactions are posted to the accounts as a result of any circumstance under
which the honoring merchant may be held |imb|o under applicable Visa Ru|oa. UyW8viU attempt
to charge the transaction back tpthe merchant in accordance with those procedures. Hoxvexer,
such attempted chargeback by UMB shall not relieve Client of liability to UMB for the amount of
the tnanmaction, even if the transaction amount may have been provisionally credited to the
Client's account.
ARTICLE XII
All transactions on Client's Cards are subject to prior approval by UyN UW1B
reserves the right to limit the number of Authorizations given during any period of time (day,
vveekmnd, xveek, etc.). and U&0B may deny an Authorization ifUyN8 suspects that o Card is
being used without Client's permission. In the event the Authorization system is temporarily
unavailable, an Authorization may be unable to be given even though the transaction would not
exceed the Credit Limit and the Card is in good standing. For security reasons, UyWBcannot
provide the details of how the authorization system works. UyNB ehm|| not be liable for failing to
give any such Authorization. UK4B may, but is not required to, authorize transactions that will
cause the balance on the Card to exceed the Credit Limit of an individual Card or the Client's
Credit Limit, and Client agrees it is liable for any such transactions. In addition, UK8B naoen/ee
the right to deny transactions or authorizations from merchants apparently engaging in the
Internet gambling business or identifying themselves through the Card transaction record or
otherwise asengaged insuch business.
ARTICLE N
Default
The occurrence of any one of the hdloxvnQ conditions or events shall, at the option of UK8B.
constitute "Event by Client under this Aoreemert, in which case, any unpaid
balances on all Cards under the Program shall become immediately due and payable, and UMB
may make immediate demand for payment ofsuch balances:
(1) o payment is not made when due from Client or payment to UyNB in returned or reversed
for any reason and such payment failure is not cured within thirty /30\ days of the payment due
CQClient breaches a material term of this Agreement in any way, and such breach, if capable of
a cuma, is not cured within thirty (30) days following notice from UK8B;
(3) Client or any guarantor of Client's indebtedness hereunder defaults under the tonne of (a)
any other agreement with UyNB or any of UW1B'a subsidiaries or affiliates, or (b) any /omn, credit
or similar agreement with any third party, and, in either case, such default is not cured within the
applicable cured 9mrimd, if any, set forth in such other agreement;
(4) any judgment, |iem, attachment or execution is issued against the Client or its property;
(5) a bankruptcy petition is filed by or against Client or any guarantor of Client's indebtedness
henaunder, and if filed against Client or any such guonantor, is not dismissed within thirty (30)
days of the date of filing;
GB m significant change occurs in the ownership of Client or in o material portion of Client's
business, unless Client pnonnmdv notifies UyNB of such change and UK8B waives its right 0o
consider such change adefault under this Agreannent;
(7) Client or any guarantor of Client's indebtedness hereunder becomes insolvent or is
(8) there shall occur any material adverse change in Client's business or financial condition that
would reasonably be expected to impair the prospect of payment or performance of Client's
obligations under this Agreement;
89) Client intentionally fails bo submit required financial orother information that UK8B deems
necessary in order to properly monitor or review Client's performance or to determine Client's
7
ability tocontinue to perform Client's obligations hereunder, and such failure ienot cured within
fifteen (15)days following notice from UMB;
UCAClient's outstanding balance under this Agreement exceeds the Credit Limit (excluding any
over -the -limit mnlourd authorized by UMB pursuant to Article XI|haraof ("Authohzmtimns), and
such over -the -limit amount is not repaid within three (3) Business Days after written notice to
Client oronthe next payment Due Date, whichever occurs first; pr
(11) any financial atobannant or certificate furnished to UK8B in connection vvith, or any
representation or warranty made by Client or any other party under this Agnaennent, shall prove
to have been incorrect, false or misleading in any material respect when furnished or made.
Upon the occurrence of an Event of Oetou|t. U&4B may (i) terminate this Agreement, (ii)
terminate one ormore services, (iii) terminate one mrmore Camdn, or (iv) decrease the Client's
Credit L|nnit, all without further notice tVthe Client. In the event UyNB refers ra your Account to an
attorney who is not its salaried annp|myme. Client ognaeo to pay all collection charges and
ozpenaas, including reasonable attorney'efees and |iUQoUon enpenmoa, unless the charging of
such amounts is prohibited by applicable |ovv.
Term; Right to Terminate
The initial term mfthis Agreement shall commence onthe Effective Date and shall continue for
five (5) calendar yaono, unless sooner banninmtad as provided in this Agreement. At the
conclusion of the initial term or any n*nexvo| hynn. the Agreement shall autqnnmUco||y be
extended on the same terms for additional one (1) year periods, unless written notice of non -
renewal is provided by either party at least sixty (OO) days prior to the end of the initial term or
any nanavvm| term. If UN1B intends to change Client's Revenue Share at the end of the initial
term or any rmnevvn| tmrrn. UK8B shall give Client at least ninety (SO) days advance notice of the
new Revenue Share formula that shall apply tosuch renewal term. '
Upon the expiration of this Agreement, (i) all Cards shall mutonnmt|mo||y expire, (ii) Client aho!|
innrnediote|y, upon notice from U&YB, destroy all Cards, (ii|) Client will continue to be responsible
for full payment of the current balance on the Cards and all punchaoea, fees and charges
incurred before termination that post to Client's account after tmrnminoUon, including, without
|innitat|on, recurring transactions that post after termination, and (iv) any unpaid balances on the
Cards shall become immediately due and payable.
If UK8B terminates one or more Cards but not the Agraannent. Client shall innnned|ate|y, upon
notice from UPNB, destroy all terminated Cards and ensure that the User has been notified of
such termination.
Upon termination of the Aoreenlent. C|iard acknowledges and agrees that any and all collateral
or guarantees in support of this Agreement will nynna|n in place until payment in full of Client's
obligations under this Agreement and fora period of ninety (90) additional days thereafter, in
order to eaboh/ any potential trailing activity connected with the Conde. including potential
reversals of chargebacks from merchants arising out of disputed Card transactions.
O
Client may, atany time, terminate the authority of any User touse mCard. Such termination by
Client shall become effective upon written or electronic notice through the nonnnnencia| card
portal ,con). orbvcontacting the Commercial Card oa|| center (at
the number shown inExhibit B).
ARTICLE XV
Exclusions Liability
UK8Bya liability for any default hereunder shall be limited to Client's actual money damages
caused directly bxUMB'nbreach nfthis Agreement (except to the extent such liability iafurther
limited by the other terms of this Agreement), and UW1B oho|| not be |imb|o for any other matters
vvhataoever, including, without limitation: (i) any |oom or damages arising from Client's or a
User's use of the Card, including any o|o|nn that Client or User may have arising out of
possible defect in a product purchased through use of Card orthe failure on the port of any
third party to perform any services purchased through use of Cond. or (ii) the inability of Client
or m User to use the Card, or (iii) the unavailability of Card na9nrte or authorization as o result of
circumstances beyond UW1B's control (such as, without |innitotion, fira, flomd, or the disruption of
povver, phone or computer service), or (|x) transmission errors or data security prob|orna, or
other acts or mnmioeion, on the part of third parties (including, without limitation, third -party
service providers in connection with transaction files sent to Client or its designee).
In no event shall either party be ||ab|o for any indinect, incidmntm|, apeoia|, consequential or
punitive damages, even if such party has been advised of the possibility of any such damages.
ARTICLE XVI
Changes tmAgreement o bmCredit Limit; Other Changes
In addition to, and not in lieu of, UK8B'o termination rights in /\rbdm X|Vmbova ("Term; Right to
Terminate"), UK8B may uni|mtena||y, in its on|e discretion, (i) change the Client's Credit Limit for
any rmamon, including but not limited to changes as may be required by |aw, upon thirty (30)
days' prior oral or written notice to Client, except that no prior notice is required if an Event of
Default (as defined inArticle X||| ofthis Agreement) has occurred and has not been cured to
UK8B'o eaUofmction, or if such change is required by opp||cmb|m law to be implemented sooner
than upon thirty (30) days prior noboe, but in that cmoe. UMB shall attempt in good faith to
provide Client with as much prior notice as is reasonable under the circumstances; and (ii)
except as otherwise provided in the Agreement or any Exhibit. U&4B may change any of the
barnno of this Agreement or any Exhibits hereto upon ninety (80) days prior written notice to
Client. The parties expressly recognize that UW1B'a right to change any Revenue Share
payable toClient shall begoverned hyExhibit C}and not bythis Article XVi
Client may ohmnQo a designated Program Administrator or another attribute of Card that is
within the control of Client, such as an mddreua. Card credit ||nn|t, or terminate a Card, upon the
Program Administrator's notice in writing or via the maintenance feature in the connrnerc|m| nand
portal ('' �@cocard.urmb/cUm), or by contacting the Commercial Card call center (at
the number shown inExhibit B).
Except as set forth hermn, all changes hothis Agreement must be in writing and executed by
both parties.
ARTICLE XVII
Foreign Transactions
If permitted by Client's Card Proonann, when a Card is used in e transaction in which the User or
the merchant is located outside the United Stoteo, the transaction will be settled in U.G. Dollars.
You may be able to use your Account to receive Advances in a currency other than U.S. dollars.
When that happens, Visa USA or other applicable payment card network will convert the
advance into a U.S. dollar amount. The payment cord network will use its currency conversion
procedures in effect when it processes the transactions. The conversion rate in effect on the
processing date might differ from the rate in effect on the transition or posting date. The rate
used may vary from the rate the payment omnd network itself receives. UyNBvvi|| charge the
Foreign Transaction Fee shown in Exhibit A for any advance occurring outside the United
States or a U.S. territory. This fee is in addition to any other rates or fees that may apply to
foreign tranamctionm, which could be applied depending on the type of transaction that you
engage inoutside ofthe United States oroU.S.Territory.
ARTICLE XV|Iy
Financial Information
Pron1oUv upon UyNB's request, Client shall provide, in form and detail satisfactory to UK8B.
current annual financial statements and supporting footnotes and schedules.
ARTICLE XIX
No Waiver; Right of Set -Off
Neither padv'o failure to exercise any right or to pursue any remedy under this Agreement or
otherwise ehoU constitute a waiver thereof. UK8B shall have the right to, in its no|o diecreUon,
set-off or recoup any obligation of Client to UMB under this Agreement or otherwise against any
obligation UWYB owes to C|ient, including a set-off against any deposit account(s) Client has with
UyNB to the extent permitted by |oxv. Client may not exercise any right ofoffset forany claim
Client may have against UK8B against the obligations of Client to pay arising under this
Agreement.
ARTICLE XX
Compensation and Expenses
UK8BwiU not charge annual fees, or its costs with respect to, ksbor, expenaaa, subsistence or
transportation ofUyNB enlp|oyeae, for services rendered by UK8B under and during the term of
this Agreement. Miscellaneous fees and expenses related to the Pro0nann, such as |mba
payment fees, Card artwork and set-up fees, may be itemized in Exhibit A.
Fees or charges, interchange revenue or other eunna received by UN1B from parties other than
the Client as m result mftransactions associated with the Commercial [and Program shall remain
the sole right and property ofUyNB.
10
Exhibit D may provide for the payment by UMB to Client of a portion of its share of interchange
revenue received from the Card Association in connection with the Pnngnam, but the inclusion of
a revenbe share provision in Exhibit D shall not be construed as an assignment by UMB of such
revenue toClient.
ARTICLE XXI
Confidential and Proprietary Information
Client and UMB acknowledge and agree that, in connection with this Agreement, it may be
necessary and/or desirable to exchange Confidential Information (as defined below). For the
purposes hereof, "Confidential In_mation. nnemne all non-pub|ic, confidential or proprietary
information of party that is disclosed by such party g by any of
its Representatives (as defined below) to the other party (the "Recey»inq,Famrt/') under orin
connection with this Agreement, and includes, without limitation, financial, technical, or business
information relating to the Disclosing PmMx, including trade aenreto, marketing or business
p|ano, etrmtegime, fonacaatn, budgeto, projections and pricing, and customer and supplier
information. Notwithstanding the above, Confidential Information doeonotinclude information
that: (i)ieorbecomes generally available tothe public other than aemresult ofmnunauthorized
disclosure by the Receiving PoMx or its Representatives in violation of this Article XX|; (i|) is
m|naody known by the Receiving Party at the time of its disclosure by the Disclosing Party and
was not Confidential or proprietary atthe time it was disclosed; (iii) in or benornae available to
the Receiving Party from a source not known to the Receiving Party to be under an obligation of
confidentiality tothe Disclosing Party; or (iv) is independently developed by the Receiving Party
without the use ofthe Disclosing Pmrty'aConfidential Information.
For o period of two (2) yearn following its disclosure to the Receiving Party, the Receiving Party
xvi||: (i) keep Confidential Information confidential and not dioo|oam it to any other person or
entity; except disclosures /A\ to federal and state bank examiners, and other regulatory officials
having jurisdiction over the Receiving PmMx, as applicable, (B) to the Receiving Party'o
Representatives, (C) in the case of UMB, to i) the Card Association whose logo is on the Cards,
and |i\ third pmdx payment industry service providers with whom UK0B has o business
relationship and has entered into a non -disclosure agreement opxmrin0 such Confidential
Information, (C>) as required by applicable |axv or legal process in the opinion of the Receiving
Porty's counsel or any of its Representative's oouneo|, as applicable, or (E) otherwise
authorized in writing by the Disclosing Party; and (ii) use Confidential Information only in
connection with this Agreement (including the eva|uat|on, nogoUmdon, implementation,
administration and enforcement henaoD.
For purposes hereof, means o padvs or any of its affiliates' officana,
mnnp|oymee, agente, legal nounee, auditors orother professional advisors who need to know
Confidential Information in connection with this Agreement (including the evo|uaUon,
negcd|abon, inn9|mmnentadmn, administration and enforcement hereof). The Receiving Party will
be responsible for any failure of its R(apnaomntmUveo to treat the Confidential Information as
confidential in anomndmnne with the terms and conditions of this Agreement. In the event that
the Receiving Party or any of its Representatives is, in the opinion of its oounom|, required by
applicable law or |eQo| process to diao|mne any Confidential Information under clause (i)/D\ in
the paragraph immediately obove, then the Receiving Pedv, unless prohibited by /aw, will
provide notice of such disclosure to the O|ec|mming Party so that the Disclosing Pmrty, at its sm|a
option (but without an obligation to do so) and at its sole expense, may seek a protective order
11
mrother appropriate and/or waive compliance with the provisions ofthis Article XXi For
the sake of clarity, no such prior notice will be required for other disclosures permitted under the
above paragraph.
Following any termination of this Agreement, upon the Disclosing Party's request, the Receiving
Party will use oonnmneroia|k/ reasonable efforts to destroy all copies of Confidential Information
then in the possession of the Receiving Party; prov|ded, hoxvexer, that the Receiving Party may
retain such copies as are required by applicable law or in accordance with its customary records
retention practices and procedures (any Confidential Information so retained will be held by the
Receiving Party subject tothis Agreement, notwithstanding the termination thereof).
If there is a bnsomh of this Article by either pmrty, the other party will have the right to ameh any
and all remedies at law or in equity, including without limitation appropriate injunctive relief or
specific performance. The protections afforded to Confidential Information hereunder are in
addition to, and not in lieu of, the protections afforded under any applicable trade secrets or
other laws.
ARTICLE X�|U
Assignment � -'
UyNB may assign, tranafer, or convey this Agreement or any of its rights and obligations
hereunder without the prior written consent ofthe Client. But innoevent shallany assignment,
tnannfer, conveyance or disposition relieve UK8Bfronl liability for performance of its obligations
under the terms ofthis Agreement.
IfUMBdecides to have certain Commercial Card Program services provided byone ormore
subcontractors, those subcontractors shall st all times remain under the direction and control of
U&4B and not the Client. UK8B will nanloin fully liable to the Client for the proper discharge of all
the services required in this Agreement, regardless of who performs them.
Client may not assign this Agreement or any of its rights, interest or obligations hereunder (by
operation oflaw orothemviea).
IndependentARTICLE XXIII
Nothing contained /n this Agreement ehmU be construed as constituting or creating o
paMnerehip, jointwmntuna. mQenoy, mrother association or relationship between UyNB and Client.
ARTICLE
Agreement Status
This Agreement is and shall be deemed an independent contract for services, and UK8B and all
persons providing gem'ioee on behalf of UN1B under this Agreement shall be deemed
independent contractors and shall not be deemed under any oinnunnetmnooe employees of the
UMB accepts full responsibility for payment of unemployment insurance, workers compensation
insurance and social security taxes as well as all income tax deductions and other taxes or
12
payroll deductions required by law for its employees engaged in the performance of work under
this Agreement.
ARTICLE XXV
Waiver of Breach
The waiver by any party hereto of a breach of any of the provisions of this Agreement shall not
operate or be construed as a waiver of any prior or subsequent breach. Any waiver shall be in
writing and any forbearance or indulgence in any other form or manner by either party shall not
constitute a waiver. Until complete performance or satisfaction of all provisions of this
Agreement, the other party shall have the right to invoke any remedy available under law or
equity, notwithstanding any such forbearance or indulgence.
ARTICLE XXVI
Notices
All notices, demands, requests, approvals, reports, instructions, consents or other
communications (collectively referred to as "notices") which may be required or desired to be
given by either party to the other shall be in the form of email or writing made by personal
delivery or sent by United States mail, postage prepaid, or be sent by overnight delivery,
prepaid, addressed as follows (unless otherwise notified):
CLIENT:.
..............._
Attn: trJ
UMB: UMB Bank, n.a.
1010 Grand Blvd
Kansas City, Missouri 64106
ARTICLE XXVII
Governing Law
This Agreement shall be governed by, enforced and construed in accordance with the laws of
the State of Missouri, without regard to principles of conflicts of laws.
ARTICLE XXVIII
Forum Selection and Consent to Jurisdiction
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THIS AGREEMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
COURTS OF THE STATE OF MISSOURI OR IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF MISSOURI. EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF MISSOURI AND OF THE UNITED STATES DISTRICT COURT FOR THE
13
WESTERN DISTRICT OF MISSOURI FOR THE PURPOSE OF ANY SUCH LITIGATION AS
SET FORTH ABOVE. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF MISSOURI. EACH PARTY
HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
ARTICLE XXIX
Waiver of Jury Trial
EACH PARTY HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY
DOCUMENT EXECUTED IN CONNECTION HEREWITH, ANY OF THE OTHER
OBLIGATIONS HEREUNDER, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY CARD
RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY
COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE UMB AND THE CLIENT
ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE UMB GRANTING ANY FINANCIAL
ACCOMMODATION TO THE CLIENT.
ARTICLE XXX
Severability
All agreements, covenants and clauses contained herein are severable, and in the event any of
them shall be deemed or held to be unconstitutional, invalid, or unenforceable, the remainder of
this Agreement shall be interpreted as if such unconstitutional, invalid or unenforceable
agreements, clauses and covenants were not contained herein.
ARTICLE XXXI
Counterparts; Electronic Records
This Agreement and any and all exhibits, amendments or documents executed in connection
herewith, whether now or in the future, may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed to be an original, and all of which when
taken together shall constitute one and the same Agreement. Client acknowledges and agrees
that this Agreement and any and all exhibits, amendments or documents executed in
connection herewith, whether now or in the future, are a part and whether or not the paper
records were submitted in advance of, contemporaneously with or subsequent to, the execution
of this Agreement may, at the option of UMB, be converted by any digital or electronic method
14
or process to an electronic record or subsequently further converted or migrated to another
electronic record format or electronic storage medium. Client acknowledges and 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. Client waives any legal requirement that any
documents digitally or electronically converted be embodied, stored, or reproduced in a tangible
media. Client 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, Client authorizes and
agrees to destruction of the paper documents by UMB upon conversion of the paper documents
to a digital or electronic record.
ARTICLE XXXII
Entire Agreement
This Agreement, together with all documents incorporated herein by reference, represents the
entire agreement between the Client and UMB with respect to the provision of services required
of UMB for the Client under this Agreement, and supersedes all prior agreements, negotiations,
representations, understandings or promises, whether oral or written between the parties
pertaining to or in connection with this Agreement. The following is made part of this Agreement
in compliance with MO. REV. STAT. SECTION 432.047:
ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE,
REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY
RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US,
EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
ARTICLE XXXIII
Force Majeure
The Client or UMB shall be excused from performance under this Agreement for any period that
the Client or UMB is prevented from performing any services, in whole or in part, as a result of
an Act of God, fire, loss of electrical power or computer service, failure of a third -party service
provider or any other act or event not within the reasonable control of the party prevented from
performing.
ARTICLE XXXIV
Mutual Representations and Warranties.
CLIENT and UMB each represents and warrants to the other that:
(a) It is organized and existing in good standing under the laws of the state in which it is
organized (or in the case of UMB, under the laws of the United States);
15
i
ii
i (b) It has all necessary power and authority to enter into this Agreement and to perform its
obligations under this Agreement;
(c) The execution and delivery of this Agreement and the consummation of the transactions
contemplated in this Agreement have been authorized by all necessary organizational actions
on its part; and
(d) It has no legal, contractual, or other material obligations that conflict in any material
respect with, or are inconsistent in any material respect with, the performance of its obligations '
under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Commercial Card Agreement by their
duly authorized representatives as of the Effective Date set forth above.
CLIENT
B K N.A. CITY O RIVERSIDE MIS O
By:de
Name. Sarah Antrobus NaniekKathleen L. Rose
Title: Account Executive Title: Mayor
Date signed: Date signed:7EB3rrnK ity dministr r
ATTEST:;
t obi g F_`. Kinrai. , City Clerk
10.14 2020
16
(b) It has all necessary power and authority to enter into this Agreement and to perform its
obligations under this Agreement;
(c) The execution and delivery of this Agreement and the consummation of the transactions
contemplated in this Agreement have been authorized by all necessary organizational actions
on its part; and
(d) It has no legal, contractual, or other material obligations that conflict in any material
respect with, or are inconsistent in any material respect with, the performance of its obligations
under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Commercial Card Agreement by their
duly authorized representatives as of the Effective Date set forth above.
CLIENT
UMB BANK, N.A. CITY 0 RIVERSIDE, MIS
By: By:
Name: Sarah Antrobus Na es,„Kathleen L. Rose
Title: Account Executive Title: Mayor
Date signed: Date signed:
10 14 2020
16
Jo a I
n KeraTOity fdministr
ATTEST:
Robin E. Kii'l, City Clerk
List of Exhibits:
Exhibit A: Fee Schedule
Exhibit B: Program Administrators and UMB Commercial Card Customer Service Contacts
Exhibit C: Visa Liability Waiver Program
[Exhibit D (if applicable): Confidential Revenue Share Exhibit]*
[Exhibit E if applicable): Visa Payables Automation Addenduml
17
UMB COMMERCIAL CARD AGREEMENT
EXHIBIT A
FEE SCHEDULE
FEES:
One Time Custom Integration
One Time Implementation
Cash Advance
Late Charge
Returned Payment
Foreign Transaction
Custom Card Artwork
Rush or Expedited Card
Delivery
Additional Training
OCR Receipt Imaging
Other
Client: City of Riverside, MO
$ 0.00
$ 0.00
Three percent (3%) of the amount of the Cash
Advance, with a $10.00 minimum and no maximum
on the amount of the fee.
$15.00 if New Balance is less than $100.00;
$29.00 if New Balance is from $100.00 to $999.99;
$39.00 if New Balance is $1,000 or more
$ 29.00
Two percent (2%) of the amount of the transaction
WAIVED
$ 1,000
18
UMB COMMERCIAL CARD AGREEMENT
EXHIBIT B
PROGRAM ADMINISTRATOR(S)
Client: City of Riverside, MO
The following persons are named as Program Administrator for Client, in accordance with
Article III of the Commercial Card Agreement:
Program Administrator (Primary)
Main point of contact for day to day business
(Name/Title)
(
a9so n.10 o
(Mailing Address)
(City/State/Zip Code)
icp-7/ -399
XLE:tc— 0
g110--7').19 g3
(Telephone) (Fax)
1101 LA-Vr,- r rsJCie.144n. (7)11
(Email Address)
Program Administrator (Additional)
A Pbe-1,-,c ott-)) at:6- Ass'i4A0
(Narneffitle)
(Y1E:
(Mailing Address)
(City/State/Zip Code)
(Telephone) (Fax)
1-0,t)3, trr-Se) \l,e)r ri (2,1140 IC)
(Email Address)
19
COMMERCIAL CARD CALL CENTER:
UMB Commercial Client Advisors:
Direct Line: 1-855-698-8050
Commercial.bankcardsaumb.corn
M-F 8am-6pm CST
Fraud Ver.: 1-800-337-3392
Fax: 816-843-2485
20
U88B COMMERCIAL CARD AGREEMENT
EXHIBIT C
VISA LIABILITY WAIVER PROGRAM
The Visa@) Liability Waiver Program is one of the most valuable ouna benefits of the UyN8 Visa
Commercial Card —offering the security and coverage you need to do business with complete confidence,
This program protects you against eligible |000eo that might be incurred through nand misuse by a
banninot»d employee. While cardholder misuse is nore. Vloo has recognized that itdoes occur. That is
why Visa continues to offer this pnogram, which waives certain eligible charges when an employee
misuses Visa Commercial Cord privileges.
Visa Liability Waiver Program Benefits include:
^ Automatic enrollment
Nodeductible and noextra cost
Nomaximum cap per the Client
Coverage upbu$1DD.U0Oper eligible cardholder
Coverage for cash advances, officers and ghost accounts
Simplified claim procedures
Coverage for non -employee contract workers in nooea where the Client is fully liable for payment
ofall charges boU[NB
What hsthe Visa Liability Waiver Program?
The Client has established aVloe Commercial Card account ("Auoount")with UMBond may request that
UMB waive the Client's liability for certain charges in accordance with the Visa Commercial Card Liability
Waiver Program ("Program"). Visa has arranged insurance oovanogm to provide payment to U[NB for
covered losses and will administer the Program.
UyNB may waive the Client's liability formmiveb|e charges up to $100.000 per Visa Commercial Card
Cardholder and be reimbursed by the Program Underwriter ("Program Underwriter") provided both UN1B
and the Client have satisfied all Program obligations.
1. UMB is the Visa Member which issues Visa Commercial Card Accounts to the Client for use by
designated employees.
2. The Client has signed a Viso Commercial Card Account agreement with U[NB, and subsequently
issues Visa Commercial Card Accounts for use by persons designated by the Client,
3. "Eligible Cardholder" means a person designated by the Client who is authorized by the Client to use
the Visa Commercial Card Account for Client business purposes only.
4. "Charges" shall mean all amounta, including 000h diobureemenbs, charged to the C|kanCu Visa
Commercial Card Account with UN18.
5. "Affidavit of Waiver" shall mean a written request or claim form sent from the Client requesting UMB to
waive the Client's charges in accordance with the terms and conditions of the Program.
8.^BUled ur^UnbUled with respect hnany Charge shall bobased upon the date ofthe UK88statement.
7. "Notification of Termination" of the Cardholder's employment shall mean the date the Cardholder gives
or receives ono| or written notice of immediate, or pending honnineUon, or the date the Cardholder leaves
the Client's service, whichever is earlier.
21
What are Waivable Charges?
"Waivable Charges" shall mean Charges incurred by a Cardholder or other authorized person which:
1. do not benefit the Client directly or indirectly; or in cases where UKUB bills the Cardholder, benefit the
Client directly or indirectly, and the Client has reimbursed the Cardholder but the Cardholder has not paid
UK0B-and
2.(i)araBi|ledwithnueventy'five(75)dayoprouedingNoUficadinnofTerminoUon.or
(ii) are incurred budUnbiUad aacfNotification cfTermination, or
(iii) are incurred up to fourteen (14) days after Notification of Termination; provided, however, that UMB
has received a request to oanom| the Cardholder Account within two (2) business days of Notification of
Termination. There will be no coverage after Notification of Termination, on defined, unless notice to
cancel the Cardholder Account is received by UMB within two (2) business days; and
3. are the responsibility of the Client and/or Cardholder for payment to UMB.
What are not VKaivebheCharges?
The following are not VVoivab|aCharges and are not covered bythe policy:
1. Charges made bypartners, mmnoru, orprinciple shareholders who own more than five percent (5Y6) of
--' the Client's outstanding ahavon, elected directuro, or persons who are not employees of the Client. Note
that in cases where the Client is fully liable for payment for all charges to UyNB, contractors of the Client
will baconsidered bobeeligible cardholders.
2. Interest orfees imposed byUyNBonoutstanding unpaid charges.
3. In cases where UyNB invoices the Cardholder, any amount on a check submitted by Cardholder
which is not paid by the Cardholder's drawee financial institution as not sufficient funds or due to a closed
account. if the Cardholder has, within the last (12) twelve montho, submitted any other check to UN1B
which was not paid in full by the Cardholder's drawee financial institution as not sufficient funds or due to
oclosed account,
4.Charges incurred hnpurchase goods or services for the Client mfor the persons other than the
Cardholder pursuant bothe instructions of the Client, inaccordance with Client policy, ifthose goods mr
services are of the type which are regularly purchased by or for the Client. However, these charges would
be VVaivab|e in cases where UK8G bills the Cardholder, and the Client has reimbursed the Candho|der, but
the Cardholder has not paid UK8B.
5. Charges incurred by the Cardholder after Notification of Termination unless UK88 receives a request
from the Client to cancel the Account within two (2) business days of Notification of Termination. If
cancellation of the Account is received by UN1B within two (2) business doyo. then coverage will be
afforded fourteen (14) days from Notification of Termination, but not beyond.
8. Charges incurred by the Cardholder more than fourteen (14) days after Notification of Termination or
billed earlier than seventy-five (75) days prior to Notification of Termination.
7. Charges resulting from either a lost or stolen Visa Commercial Card or bankruptcy/insolvency of the
8. Cash odvonuoa. after Notification of Termination, ahmU be limited to $300 per doy, or a maximum of
$1.00Owhichever isless.
22
Q. Charges incurred by o Cardholder after discovery by the Client of any fraudulent ordishonest act on
the part ofthe Cardholder.
What are the Client's obligations?
The Client may request that UMBwaive the Client's liability for Waivable Charges only ifthe Client meets
all of the following requirements:
1.The Cardholder's emp|oymontiatomninabad.vcdunbahlyorinvounbah|y.
2,The Client has one (1)nrmore Accounts ingood standing.
3. The Client must attempt to retrieve the Visa Commercial Card from the employee.
4. The Client must request that the UNl8 cancel the Account within two (2) business days of Notification
of Termination, as defined. Failure to notify within two (Z) business days will exclude coverage for any
Charges incurred after Notification ofTermination.
5. The Client must deliver to the Cardholder or send by firot-d000 mail or fax, a written notice stating that
the Account has been canmel|ed, that the Cardholder should immediately discontinue all use of the
Account, that the Cardholder must immediately pay any outstanding amounts owed to LIMB, and that the
Cardholder must immediately return the Visa Commercial Card to the Client.
6. The Client must send acompleted and signed Visa affidavit of Waiver claim form with all required
documentation to UMB within ninety (90) days of Notification of Termination. All claim documents must be
filed with the Program Underwriter within one hundred eighty (180) days from Notification of Termination.
7. The Client shall promptly give written notice to UK0B in cases where UN1B invoices the Cardho|dar, if
the Client knows or should know that o Cardholder is receiving reimbursement for Charges but in not
paying UN1Bfor those Charges.
8, The Client will remit all such amounts toUM8if the Client recovers any amounts for Waived Charges
from any source after the Client has filed u Visa Affidavit ofWaiver claim form with UyNB. The Client
agrees to assign any rights it may have hocollect such amounts from the Cardholder hothe Program
Underwriter. However, the Client will not be required to pay UyN8 any amount that exceeds the |ouo
sustained byUyNB.
Q.Once oclaim has been paid for agiven person, nofuture claims will beconsidered.
What are UYNB'm Obligations?
In order to receive insurance reimbursements from the Program Underwriter, UMB must:
1- Enforce all of the Client's obligations under its Visa Commercial and 8uuinuaa oond accounts
agnoements, and use reasonable efforts to enforce all of the Client's obligations set forth under the
Client's obligations above.
2. Provide the Client with a Visa Affidavit of Waiver claim honn and o sample Employee Account
Cancellation Notification Letter and Account Cancellation Request.
3.Provide the Client with copies urodescription ofthe VVaivob|e Charges billed during the waiver period.
4. Make diligent efforts in accordance with its usual credit and collection practices to collect the Charges
from the Cardholder nrother responsible party and have failed to obtain full payment for said Charges
within sixty (60) days from the Notification of Termination.
23
5. Assign any uncollected Charges to o collection agency for collection, with the net proceeds (up to
$1OU.0O0tnbepaid bothe Program Underwriter.
6. File oVisa Affidavit cfWaiver claim form with the Program Underwriter within one hundred eighty (180)
days of Notification of Termination and no earlier than sixty (60) days after Notification of Termination and
provide the Program Underwriter with the following documentation:
a)A list ofVVeivob|e Charges and written evidence that they are VVaivob|e Charges as defined
above.
b) In cases where the Cardholder was reimbursed by the Client but failed to pay UMB, proof that
the Cardholder was reimbursed bythe Client (for claims over $5.ODO).
o) The Client's completed Viso Affidavit of Waiver claim form and proof of the Account
Cancellation Request.
d)Evidence ofall action taken tocollect the Charges from the Cardholder.
e)Acopy ofthe Client's agreement.
f)Acopy ofthe Cardholder agreement.
When are the Charges waived?
1. Upon receipt of the Visa Affidavit of Waiver claim form and verification that the Charges are Wakab|e.
UMB will waive the Client's liability for those charges,
2. UMB will then complete the appropriate sections of the Visa Affidavit of Waiver claim form and submit it
with all required documentation to the Program Underwriter.
3. If necessary, Visa and/or its Program Underwriter may request further documentation regarding proof
concerning the Charges inquestion.
4. Upon receipt of adequate documentation from UK8B. the Program Underwriter will reimburse UK88 for
all Waivable Charges up to a maximum of $100,000 for each Cardholder.
5. The Program Underwriter will remit payment to UN1B within thirty (30 days of the receipt of all
completed documentation.
Ei Any monies UK8B may receive at any time from the Cardholder or any other source in respect of
VVaivab|e Charges will be used by UyNB to reduce the VVeivnblo Charges and/or the amount of any claim
UN1Bfiles with the Program Underwriter.
Other Insurance
This program does not cover any loss which is insured byorwould but for the existence of this policy, bn
insured byany other existing policy orpolicies except inrespect ufany excess (not exceeding the limits of
this policy) beyond the amount which would have been payable under such other policy or policies
including any deductible applicable thereunder had the Program not been in effect.
24
UMB COMMERCIAL CARD AGREEMENT
EXHIBIT
CONFIDENTIAL REVENUE SHARE EXHIBIT
Client: City of Riverside, MO
Revenue ShahoqProumUn
UN18 will provide Client e rebate ("Revenue Share") of card interchange received by UYNB from Vise
based on Client's Annual Net Purchase Volume made with Cards issued under the Program. Revenue
Share will be paid annually at the end of the first quoder, based on Client's previous calendar year's
Annual Net Purchase Volume. Client is required to treat the content of this Exhibit as confidential
information under the terms cfthis Agreement.
Revenue Share Table for "Standard Transactions":
A
B
$2,000,000
$4,000,000
To Revenue Share
1.25%(125,baoapoints)
$3,988999 1.30%(130
$5,999,999 _1. (135baoim'point)
_ + 140%(�0basis ints)
Revenue, Share for Client's "Qualified Tranmaotkono":
Revenue Share 0.50% (50beais points) ofapplicable Qualified Transaction Net Purchase Volume
Client's Annual Net Purchase Volume is the sum of C|kanCa Standard Transactions and Qualified
Tnanoaotiunn, minus refunds and credits, as applicable. Standard Transactions are all purchases using
Cards issued under the Program that are subject to Vlao'n standard published interchange rates.
Qualified Transactions include Large Ticket Transactions, Visa Partner Pricing TranuenUonu, and any
other transactions that are subject to non-standard interchange rates as determined by Visa. Large Ticket
Transactions are all purchase transactions subject to Visa specifically designed programs to reduce
interchange for merchants who accept high dollar transactions on credit nendo, as defined by Visa. Vise
Partner Pricing Transactions are those purchase transactions subject to an arrangement that Visa has
made with a merchant under which the merchant pays less than the standard published interchange
levels. Client's Annual Net Purchase Volume does not include cash advance transactions.
Changes to App!icable Revenue Share. The Revenue Share percentages reflected above will be in effect
for the full initial term of the Agreement (see Article XIV), unless substantial changes in rules governing
interchange payments are imposed by statute or regulation, or unless Visa makes substantial changes to
applicable interchange rates, in which case UMB reserves the right to modify both the revenue tiers and
Revenue Share basis points for Standard and Qualified Transactions. While such statutory, regulatory, or
association changes are difficult to predict, if they occurred, they would equally affect all issuers, and
would be outside of the control of the issuer banks.
NoRevenue Share will bepaid for any year if: (i) Client terminates the Agreement without cause before
the end of the then current term, or (ii) UMB terminates the Agreement due to Client's default.
25
The amount of rebate earned may be affected by Client's late payments on its purchasing card account.
EXAMPLE of how Standard Transaction rebate Is calculated
For the purpose of illustrating how UyNB na|uu|obeu Client's Standard Transaction nobabe, we have
provided an EXAMPLE revenue share table, mothodo|ogy, and calculation below.
To calculate Client's Standard Transaction rebate, UN1B first oo|cu|obee Client's Annual Net Purchase
Volume for the calendar year by adding Client's Net Purchase Volume for Standard Transactions to
Client's Net Purchase Volume for Qualified Transactions (if any) for the same period. Client's Annual Net
Purchase Volume is then applied to Client's Revenue Share Table for Standard Transactions to
determine the appropriate tier that corresponds to Client's Annual Net Purchase Volume. The appropriate
tier will provide the correct basis points, ^Rmbobu Peroanboge.^ to be applied to Client's Net Purchase
Volume for Standard Transactions.
For example, using the baba below, assume Client had $720.000 in Standard Transactions for the
calendar year and $100.000 in Qualified Transactions. $720.000 plus $100.000 oquo|e $820.000. which
is between $750.000 and $099.000. or Tier C in the example table below. Tier reflects 75 basis points
for Annual Net Purchase Volume from $750.000 to $009.999. Therefore, UN18 would multiply 75 basis
points by $720,000, which equals $5,400 for the Client's Standard Transaction Revenue Share.
'Revenue Share EXAMPLE for '-'Standard Transactions":
%%
In addition to the Standard Transaction Revenue Share, UK88 will also provide Client with o Qualified
Transaction Revenue Share for the calendar year by multiplying Client's Qualified Transaction Net
Purchase Volume by 50 basis points. Using the example above. $100.000 in Qualified Transactions
multiplied by5Obasis points ios5UO.
The total Revenue Share provided to Client under this example would be $5.900; ($5.400 Standard
Transaction Revenue Share plus $500 Qualified Transaction Revenue Share equals $5,900).
26