HomeMy WebLinkAbout- - Commerce Bank Card Agreement - 11/16/2010COMMERCE BANK ACCOUNTS PAYABLE AGREEMENT
THIS COMMERCE BANK ACCOUNTS PAYABLE AGREEMENT is made and entered into as of the Effective Date by and
between Commerce Bank, N.A. (Kansas City, MO) ("Commerce") and City of Costa Mesa, California ("Customer").
DEFINITIONS. The following terms shall have the following meanings:
a. "Administrator" means, individually and collectively, one or more employees, officers, directors, or agents of
the Customer who are designated by the Customer to assist Commerce in the administration of the Program.
b. "Agreement" means this Commerce Bank Accounts Payable Agreement and all Addenda from time to time
executed by the parties and attached hereto, and all amendments to the foregoing.
C. "Account Holder" means Customer and any of its officers, directors, agents and employees who utilize the
Commercial Accounts.
d. "Commercial Accounts" means the Visa or MasterCard account numbers associated with the Commercial
Accounts issued by Commerce to the Customer and its Account Holder(s) and the account numbers assigned to
Customer without an associated plastic under the Program.
e. "Effective Date" shall be defined as set forth in Section 16.
f. "Program" means the Accounts Payable Program administered by Commerce as set forth in this Agreement.
g. "Public Record Law" means any state's law which provides that Customer's contracts are open and available to
the public.
h. "Unauthorized Charge" means a charge made by an Account Holder to a Commercial Account that (i) has not
been authorized by Customer, and (ii) has been accepted and processed by a merchant having the technology
capable of determining and confirming that the charge did not meet the parameters established by Customer for
authorized charges.
PROGRAM; ISSUANCE AND RENEWAL.
a. During the term hereof, and subject to the terms and conditions of this Agreement, Commerce agrees to provide
the Customer with the Program and to issue Commercial Accounts to Customer.
b. Commerce shall issue Commercial Accounts to the Customer, provided that a Commercial Account issuance
request has been made by an Administrator in the form required by Commerce.
C. Each Commercial Account shall be valid for the term indicated thereon, unless such Commercial Account has
been canceled by Commerce pursuant to the provisions of this Agreement or at the request of the Customer.
d. Commerce acknowledges the ability of Customer to revoke any authority given to an Account Holder, at
Customer's discretion upon proper notice to Commerce; provided, however, that Customer shall remain liable
for all charges made to each Commercial Account as provided in this Agreement.
BILLING PROCEDURES. Commerce offers the billing method described below:
Central Billed Accounts: Except as otherwise provided herein, Customer shall be liable for all charges made to
each Commercial Account requested by Customer. Charges shall be set forth on a billing statement and shall be
paid by the Customer as agreed in Addendum A attached hereto and incorporated herein by this reference, and as
set forth herein. Except for a proven Unauthorized Charge or as otherwise expressly provided herein, Customer
shall pay Commerce for all charges made to each Commercial Account within the time period provided in
Addendum A. Except as provided herein, Commerce shall have no duty or obligation to inquire into the nature
of any transaction charged by any Account Holder (e.g., whether such transaction was for a business or personal
use.)
PROGRAM ADMINISTRATOR. Upon signing this Agreement, Customer shall designate one or more
Administrator(s) to assist Commerce in the administration of the Program. In addition to any other duties listed elsewhere
in this Agreement, as well as any other duties reasonably requested by Commerce, the Administrator shall undertake the
following duties on behalf of the Customer:
a. The Administrator shall have the responsibilities assigned in the Program Administrator Delegation document
provided by Customer to Commerce, including, without limitation, the ability to request that Commerce issue
Commercial Accounts to any person in connection with the Program, to increase or decrease credit limits, to
suspend Commercial Accounts, to order or block wire transfers and convenience checks, and to perform any
other maintenance activity.
b. The Administrator shall be familiar with all aspects of the Program, including, but not limited to Program
procedures, number and status of Commercial Accounts, notice requirements, any disputed transactions, credit
City of Costa Mesa, California AP Agreement
limits, statement cycles, billing and payment procedures, general program parameters and status of delinquent
charges.
C. The Administrator shall be responsible for notifying Commerce, in writing, about changes in authorization
codes.
d. The Administrator shall be proficient in the use of the On -Line Service(s) selected by Customer as described in
Addendum B.
FEES. Commerce shall be paid fees and charges set forth in Addendum A. Customer acknowledges that Commerce has
based the fees and charges upon the projections given by Customer regarding transaction volume, average ticket amount,
number of Commercial Accounts, monthly credit line requested, reporting product selected, and frequency of payment.
Fees may be subject to change from time to time by Commerce upon ninety (90) days' prior written notice unless
otherwise specified in Addendum A.
LINE OF CREDIT. Commerce will establish a maximum line of credit amount for Customer.
a. All amounts charged to the Commercial Accounts together with any fees and charges owed to Commerce by
Customer in connection with the Program, may not exceed, in the aggregate, the line of credit amount unless
Commerce in its sole discretion authorizes such charges.
b. Commerce may, at any time in its sole discretion, modify the amount of Customer's line of credit upon thirty
(30) days' prior written notice to Customer; provided, however, that Customer may elect to terminate this
Agreement by written notice to Commerce during such thirty (30) day notice period; provided, further, Customer
agrees that if any amounts are outstanding on the Commercial Accounts which exceed the adjusted line of credit
amount, Customer will immediately pay Commerce such excess amounts.
C. 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. The financial records may be requested as often as quarterly, or for any such other time period as may
be reasonably determined by Commerce. Customer shall, upon reasonable request by Commerce, send its
annual audit to Commerce within 30 days of its completion by Customer's auditor.
TERM OF AGREEMENT AND RENEWAL. This Agreement shall remain in full force and effect until terminated by
either party as herein set forth. Either party may terminate this Agreement at any time, with or without cause, upon thirty
(30) days' prior written notice.
a. In the event Customer terminates this Agreement prior to the date that is three (3) years from the Effective Date,
Commerce reserves the right to forego all revenue sharing payments for the Program due after termination.
b. All Commercial Accounts and/or related accounts shall be deemed canceled effective upon termination of this
Agreement or as otherwise provided herein, and all amounts outstanding under such Commercial Accounts shall
automatically become immediately due and payable in full by Customer without further notice.
C. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement immediately, and
without notice, upon the occurrence of any one or more of the following events, whereupon the obligations of
Customer arising hereunder and/or under the Commercial Accounts shall automatically become immediately due
and payable in full (except as otherwise provided by law):
(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 other agreement by and
between the parties hereto; or
(v) Upon the occurrence of any event in any agreement which would allow Commerce or any other person
to declare any indebtedness owing by Customer due and payable in full (and Customer shall give
Commerce immediate notice of the occurrence of such event); or
(vi) A change in the ownership of Customer, or a sale of all or substantially all of the Customer's assets.
REPORTING. Commerce will, either directly or indirectly through its third party vendors, receive data from the
transactions made with the Commercial Accounts; such data will be delivered to Customer as specified in Addendum A
and Addendum B. 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 vendors are transmitting at the point of sale.
City of Costa Mesa, California AP Agreement
CUSTOMER LIABILITY.
A. Except for a proven Unauthorized Charge, the Customer shall be solely liable for the payment of all charges incurred
in the use of Commercial Accounts except as provided in paragraph B below.
B. The Customer shall not be liable for the payment of charges incurred in the use of Commercial Accounts if such
charges relate to:
1. Charges waived as set forth in Visa Waiver of Liability or MasterCard Zero Liability documentation, as
amended from time to time;
2. Commercial Account transactions after the original closure request date for a Commercial Account where the
request by the Customer was made in accordance with the terms of this Agreement during normal business
hours; or
3. The use of a stolen Commercial Account number if the Commercial Account number is reported stolen via
facsimile, electronic mail or telephone as provided in this Agreement within twenty-four (24) hours after the
Customer, including, without limitation, any Account Holder, discovers, or, using reasonable care should
have discovered, the theft of the Commercial Account number; provided that if the Commercial Account
number is not reported stolen within such time frame, the Customer shall be liable for all charges associated
with the stolen Commercial Account number until the date the Customer notifies Commerce of such theft.
10. 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 the 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, or reorganization.
11. NOTICES. 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 from time to time in writing. Notice hereunder shall be sent:
If to Commerce:
Commerce Bank, N.A.
Attn: Commercial Card Services
811 Main Street
Kansas City, MO 64105
If to Customer:
City of Costa Mesa, California
Attn:
77 Fair Drive
Costa Mesa, CA 92628
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.
12. 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
Program 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 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;
and provided, further, that Commerce may use Customer's name, Customer -provided logo, general industry/business
description, and Customer's general, non trade -secret product usage in Commerce's customer listings and in its sales
presentations without obtaining Customer's prior consent. In the event Customer is subject to a Public 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.
13. INDEMNITY. 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, Account Holders) and all
costs (including reasonable attorneys' fees and costs), expenses and liabilities incurred by Commerce in connection with
such claims, arising from or as a result of the establishment of the Program (including, without limitation, the issuance of
Commercial Accounts and/or the cancellation thereof and actions arising in connection with its use of On -Line Services
identified in Addendum B), provided that such claims are not the result of or connected with the gross negligence or
City of Costa Mesa, California AP Agreement
willful misconduct of Commerce or the violation by Commerce of any law or regulation relating to Commercial
Accounts. Customer acknowledges that the pricing provided in Addendum A is based on including this indemnification.
Commerce agrees to defend, indemnify and hold harmless the 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.
14. MISCELLANEOUS.
a. Relationship: Nothing contained in this Agreement shall be construed to create any relationship for brokerage,
agency, joint venture, partnership or employment between Commerce and Customer.
b. 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.
C. 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.
d. Complete Agreement; Amendments: This Agreement constitutes the complete understanding between the parties
hereto with respect to the subject matter hereof, and all prior oral or written communications and agreements
with respect thereto are superseded. In the event of any inconsistency between this Agreement and any other
agreements or documents relating to the transactions contemplated herein, this Agreement shall control. No
alteration, amendment or modification of any of the terms and provisions in this Agreement shall be valid unless
made pursuant to an instrument in writing signed by the parties hereto.
e. Successors and Assigns: All the terms and provisions of this Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and permitted assigns.
f. 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.
g. 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.
h. Governing Law: This Agreement shall be governed, construed, and enforced according to the laws of the State
of Missouri.
i. Patriot Act/ OFAC: Commerce complies with the USA Patriot Act and laws administered by OFAC (The Office
of Foreign Assets Control). These laws mandate that Commerce verify certain information about customers.
Commerce reserves the right, at any time, to request information that may assist Commerce in compliance with
these laws. Customer agrees to promptly provide such information as requested by Commerce, including,
without limitation, information about Account Holders.
j. Survival: Notwithstanding anything to the contrary herein, Sections 5, 6(b), 9, 11, 12, 13, and 14 shall survive
the termination of this Agreement.
15. LIMITATIONS. Commerce and Customer agree that:
a. Commerce shall not be liable for any losses, claims, or liabilities incurred by Customer that arise from any third party's
refusal to honor and/or make use of any Commercial Account.
b. Customer agrees that Customer will not use any Commercial Account for any purpose that has been deemed illegal.
16. EFFECTIVE DATE. Notwithstanding anything else contained herein to the contrary, this Agreement 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").
City of Costa Mesa, California AP Agreement
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized officers of the parties hereto.
Commerce Bank, N.A. (Kansas City, MO)
(Commerce)
Title:
Effective Date:
City of Costa Mesa, California AP Agreement
City of Costa Mesa, California
(Customer)
Title:
ADDENDUM A
Pricing and Payment Schedule
Pricing Term
The pricing outlined herein will expire in 60 days from November 3rd, 2010 unless an Accounts Payable Agreement is executed
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 the respective
Accounts
Commercial Account will be 2.5% of the amount past due.
Visa and MasterCard purchases 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
International Service Fee the applicable central processing date. 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. For purchases made in U.S. dollars outside of the United States
and its territories, Customer agrees to pay the transaction amount plus a 1 % service assessment fee.
M Other Fees
did
Returned Check Fee $29 per occurrence
ACH Return
$29 each after first occurrence
Phone Payment
$15 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 Addendum, Commerce may charge Customer such fees as
Customer and Commerce may agree from time to time.
Commerce Bank uses a "train the trainer" model. General training occurs with either in -person or WebEx/Phone training
with the Program Administrators. The Program Administrators, in turn, train the Account Holders and system users on the
chosen reporting and maintenance application.
Software Initial Training
Additional Program Administrator training can be conducted via WebEx/Phone at no additional charge.
Account Holder and system user training via WebEx/Phone will be charged at $250/hour.
In -person training sessions (after initial Program Administrator software training) will be charged at $250/hour plus travel
expenses and appropriate travel notice is requested for training.
Reporting i i
ControlPay Advanced
Implementation Fee**
$5,000 WAIVED
Annual Maintenance Fee**
$500 WAIVED
Routine maintenance and upgrades
NO CHARGE
Initial web -based or phone training for
NO CHARGE
Administrators*
AP File Layouts
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
Commerce will obtain a price quote for Customer unless development is mutually agreed upon by
Customer and Commerce.
Development hours beyond the initial 10 hours is typically charged at a rate of $150.00 per hour.
Commerce will generate a billing statement on a periodic basis as outlined below. All amounts owing on the Commercial Account, including fees and charges, shall be due and payable
in full on a grace period as outlined below, after the date of such statement. The statement will be transmitted to Customer via U.S. Mail or made available by an alternative means as
agreed upon by both parties.
W
1. Revenue Share.
(a) Commerce will pay Customer a revenue share on a monthly basis.
(b) Total Monthly Net Volume is defined as gross purchases less credits and fraudulent transaction amounts.
(c) Monthly payments are based on the matrix schedule below. Payment tiers are calculated on total monthly net volume
and will be made 3 months in arrears.
Monthly Net Volume
$0 - $250,000
Corresponding
$0 - $3,000,000
Day Graceq
80 bps
$250,000 - $500,000
$3,000,000 - $6,000,000
90 bps
$500,000 - $750,000
$6,000,000 - $9,000,000
100 bps
$750,000 - $1,000,000
$9,000,000 - $12,000,000
110 bps
$1,000,000 +
$12,000,000 +
120 bps
Adjusting Revenue Share.
(a) Commerce will suspend revenue share payments for Central Billed accounts that become delinquent.
(b) In addition, Commerce reserves the right to withhold or alter revenue share payments if any of the following
instances occur:
(i) If the average transaction (the gross dollar amount of purchases divided by total number of transactions) is
below $500.
(ii) If Customer's average Interchange Rate falls below 2.25%.
(iii) If Interchange Rates are significantly altered by Visa and / or MasterCard.
(iv) Commerce may adjust Revenue Share dollars resulting from fraudulent transactions.
(c) Large Ticket Interchange (LTI) and Level 3 Interchange (L3) volume will be paid on the following levels. LTI 0.30%
and L3 0.30%.
(d) Commerce may (without written notice) adjust the revenue sharing percentages, as provided below, at the end of each
calendar quarter following the Agreement Effective Date.
(i) Adjustments are based on the 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.
(ii) Adjustments to revenue share based on Prime Rate fluctuations are not applicable while Prime Rate remains
at, or below, the established 4.00% floor.
(iii) 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.
(iv) The Established Prime Rate at the time of this contract is 3.25%.
For example, if Prime Rate is 5.00% at the end of a calendar quarter and the Customer has
a Weekly Billing Cycle and a 3-Day Grace Period, Commerce will reduce percentages in all revenue
share tiers by 2 basis points (0.02%).
**All line items noted with a "**" are the costs associated with establishing the Program as referenced in Paragraph 7 of the Agreement.
IN WITNESS WHEREOF, this Addendum A has been executed by the duly authorized officers of the parties hereto, and
this Addendum A supersedes any prior Addendum A.
Commerce Bank, N.A. (Kansas City, MO)
(Commerce)
Title:
Effective Date:
City of Costa Mesa, California
(Customer)
Title:
ADDENDUM B
Election of On -Line Services
Customer has elected certain On -Line Service(s) (each a "Service," collectively, the "Services.") The Services are Internet
based customer service offerings that enable Customers to inquire about accounts and transaction information, submit
account change requests and download information about accounts, among other capabilities. The terms and conditions of
the Agreement, including, without limitation, the provisions regarding Indemnification and Liability, govern the use of
each Service. Customer understands and accepts the risks inherent in the use of the Internet for each Service, including
the potential for the risk of loss. Except as may otherwise be provided in paragraph 9 of the Agreement, Commerce is not
responsible for any loss associated with the Customer's use of any Service. By electing a Service, Customer agrees to pay
the fees associated with the Service as listed in Addendum A. In addition, Customer agrees to use each Service only as
provided in the User Guide relating to the Service in effect from time to time (the "User Guide") and according to the
provisions contained in the Service License Agreement, if any, between Customer and the Service provider.
Use of any Service will require a user name and password. Customer acknowledges that Commerce is entitled to rely on
the use of the user name and password as authorization for any transaction initiated using each Service. Customer is
responsible for all transactions initiated or authorized using any Service. 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 in the User Guide; (c) be liable for the password and for its use as described in the Agreement
and/or the User Guide.
If Customer permits any person other than the Administrator to make use of any Service to perform any duty or
responsibility of the Administrator, Customer will have authorized that person to act as an Administrator and
authorized access to accounts as allowed for by the Administrator. Customer will be responsible for all
transactions initiated or authorized by that additional or new Administrator using any Service. In addition,
Customer must execute and deliver proper documentation authorizing this additional or new Administrator to act
for and on behalf of Customer, and Customer must provide such other documentation as may be requested by
Commerce.
IN WITNESS WHEREOF, this Addendum B has been executed by the duly authorized officers of the parties hereto and
this Addendum B supersedes any prior Addendum B.
Commerce Bank, N.A. (Kansas City, MO) City of Costa Mesa, California
(Commerce) (Customer)
By: By:
Title: Title:
Effective Date:
ADDENDUM C
Commerce Bank Accounts Payable Solution
Overview — Commerce's Accounts Payable Solution allows for the capture of Accounts Payable spend via the card payment
network. The Client does not need to change their requisition, approval, or buying process; this simply replaces check payments
with electronic payments.
Enrollment — Commerce Bank also will do the heavy lifting on the account by having our dedicated vendor enrollment team work
to sign up vendors. If one of your vendors is already accepting cards, then Commerce Bank's vendor enrollers will call and sign
them up for payment via our AP Solution. This process also benefits your vendors. First, it doesn't change their current process if
cards are already accepted. Second, vendors receive funds faster. Accepting cards by payment is also convenient for them as funds
are directly deposited into an account.
Supplier Flagging — The Client needs to be able to flag a supplier in their Accounts Payable system as an alternate payment type.
It is important that the system recognizes that a payment has been made, but the physical creation of a check for the flagged
supplier is no longer necessary. Commerce will work with the client to determine the best way to flag the select suppliers
File Creation — When the Client performs their "check run", any invoices that are to be paid via this solution will be spooled to a
file rather than a printer. Commerce will work with the client on the formatting of this file, but it contains similar data to that of
the check's remittance stub.
File Submission — Payment files can be sent (and will be received and processed) by the following methods:
• Commerce's FTP — Files checked and processed every 15 minutes
• Client's FTP — Files checked and processed daily
• Manual Upload — Files processed immediately
• Manual Entry (APOnline) — Entries processed immediately
Transaction Capture — Suppliers are sent an electronic remittance to notify them of a pending payment. Enrolled suppliers are
able to process / capture transactions via the two options. It is the supplier's choice on which option works best for their
processes.
ProcessMe: Each enrolled vendor keeps a zero -balance account number on file and runs a card transaction through its
point -of -sale device to receive payment within 48 hours. ProcessMe automatically adjusts the real-time credit limit on the
vendor card for the payment amount in the submitted A/P file, and then resets the credit limit to zero once the transaction
clears.
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Buyer Commerce ControlAay CPA Vendor [AA
Approves invoices Bank Advan[ed
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to vendor transaction for
Generates payable Prxesses A/P file Reakinte credit total remittance reconciliation report
11k from Accounting limit increase amount sent to buyer
PayMe — Push payment option: PayMe automatically pushes approved invoice payments directly into the supplier's
merchant settlement account. PayMe works much like an ACH, but "rides the rails" of the card payment network and
provides the details of the invoice right along with the payment notification to ease reconciliation. Because PayMe
transactions always match the invoice amount, PayMe transactions automatically reconcile every time.
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Approve6 InVa1LC5 Bank Advanced Payn,enx i. dire�xry
for payment (CAA) de ted into Email notlfkation Standard
Generates payable Protesscs A/P file R-Mime treait vendor's Merchant to vendor oociliation report
file fmm Acconnpncreasemj Nmit Iaccount sent to buyer
Funding / Payment — Funds will clear as determined by the established Cycle and Grace Period. For transactions that fall within
a given cycle (the supplier has received their funds), those funds will be swept out of an account of the Client's choosing. Since
the Accounts Payable software already "thinks" that the payment has been made, this process parallels the clearing of checks from
a checking account.
Reconciliation - Commerce will work with the Client to determine the best method of reconciliation. The general goal is to
mirror the current check reconciliation process. CPA gives visibility to open payment logs as well as customizable reports for the
clearing of transactions. If the Client currently receives a file from their financial institution for checks that have cleared,
Commerce can also provide a similar file. If reconciliation is currently manual, Commerce can provide reports in a similar format.
Revenue Share — Commerce Bank will share in its revenue through our monthly revenue sharing program, which is created by
Interchange Fee income. Interchange Fee income is the fee that a merchant bank (the "acquiring bank") pays a customers bank
(the "issuing bank") when merchants (vendors) accept cards using the card networks such as Visa and MasterCard.
In a credit card transaction, the card -issuing bank (Commerce Bank) in a payment transaction deducts the interchange fee from the
amount it pays the acquiring bank that handles a credit card transaction for a merchant (vender). The acquiring bank then pays the
merchant (vendor) the amount of the transaction minus the interchange Fee and/or an additional discount rate.
Example:
Along the way, the acquirer and issuer each take a cut of the transaction. Out of a $100 retail purchase, the retailer may receive
just $97.50 from the acquirer. Of this $2.50 discount, the card issuer's share will receive (interchange fee) between 70 percent and
90 percent (see chart).
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Aumnt Merchant
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Source; Federal Deposit Insurance Corporation