C DELUXE STATEMENT OF WORK AGREEMENT SCHEDULE.pdf

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CONFIDENTIAL – not to be disclosed to third parties 55579258-20210114-TM-RS-Schedule Remittance Services (V 1.5)

SCHEDULE

TREASURY MANAGEMENT

REMITTANCE SERVICES

This Schedule dated January 14, 2021 (“Schedule”), between State of Wisconsin (“Client”), and Deluxe Financial Services, LLC (“DFS”) is issued pursuant to and incorporates herein by reference the terms and conditions of the Master Services Agreement dated December 1, 2020 (“Agreement”) between Client and DFS. This Schedule shall be effective on the date of countersignature (the “Schedule Effective Date”).

DFS and its Affiliates will provide to Client the services identified herein and services related to the start-up and wind-down of those services (collectively the “Services”).

1. Client’s Remittance Account and Financial Institution Responsibilities.

1.1 Client will do the following:

• Designate a financial institution (a) where Client will establish and maintain a demand deposit account (Remittance

Account) for use with the Services, and (b) to which DFS will send the Images that DFS produces for Client (Financial Institution). Client—not DFS—will remain the depositor with the Financial Institution.

• Provide to DFS the information that DFS reasonably requests about the Financial Institution.

• Provide to DFS at least 30 days’ advance notice before changing the Financial Institution or the Remittance Account.

• Obtain all necessary documents, consents, and other information from the Financial Institution necessary for DFS to submit Images and Image Cash Letters on Client’s behalf, and, upon DFS’s request, provide to DFS written evidence of those documents, consents, and other information.

1.2 Client will (or will cause the Financial Institution to) do the following:

• Acknowledge receipt of each transmission, and process each Image in accordance with standard banking practices;

• Promptly notify DFS of any items received that cannot be processed due to image or quality concerns; and

• Handle, process, track, and report adjustments to the dollar amounts reported and paid in Image Cash Letters received and sent

2. Mail Pick Up and Review.

2.1 Unless Client’s Specifications or the Documentation provide for a different approach, DFS will pick up Client’s customers’ payments to Client (cash payments, check payments or other forms of payment received) with accompanying payment stubs identifying the customer, its account number, and amount owed, and any other correspondence, documentation or other items received from the customer (Remittance Items) from an agreed-upon U.S. postal facility lockbox each day that the facility allows pick up.

2.2 DFS will review each Remittance Item to determine whether it is a Standard Remittance Item or an Exception Item.

2.3 DFS will process Standard Remittance Items as described in this Schedule. Standard Remittance Items are Remittance Items that are all of the following: (a) payment only by one check in full; (b) one undamaged accompanying payment stub identifying the customer, its account number, and amount owed; (c) received into the agreed-upon U.S. postal facility lockbox in a standard business reply envelope; and (d) can be electronically processed using high speed automation.

2.4 DFS will process Remittance Items that are not Standard Remittance Items (Exception Items) as described in this Schedule.

Exception Items include Remittance Items: (a) that include payments with multiple remittance stubs; (b) that include non-check payments, multiple checks, or payment by check that is not in full; (c) without remittance stubs; (d) that include damaged items;

or (e) that cannot be electronically processed using high speed automation.

3. Remittance Processing for Standard Remittance Items.

To process Standard Remittance Items, DFS will:

• Overlay an endorsement image on each check payment accompanying Standard Remittance Items on Client’s behalf.

• Scan an image of the remittance data using high-speed automation.

• Prepare Images and transmit the Images to the Financial Institution to deposit Standard Remittance Items on Client’s behalf as an EFT deposit.

• Use commercially reasonable efforts to make the Images of a quality that will allow the Financial Institution (if necessary) to create an image replacement document/IRD meeting the legal equivalency standards set forth in Section 5003(b) of Check 21.

• Use commercially reasonable efforts to not submit to the Financial Institution more than one Image of the same item.

• Use commercially reasonable efforts to make the Image an accurate and unaltered recreation of the item as originally drawn by the drawee.

4. Remittance Processing for Exception Items.

This Section describes the processing for Exception Remittance Items.

4.1 DFS will attempt to correct, repair, and complete the processing of all Exception Items as described in this Schedule, as though the Exception Items are Standard Remittance Items.

4.2 For cash payment Exception Items, DFS will:

• Prepare a cash log to record the customer’s name, account number and the amount received;

• Issue a check payable to Client in the amount of the cash payment Exception Items that were processed each day; and

• Deposit these funds into the Remittance Account.

4.3 For check payment Exception Items that DFS receives without corresponding payment stubs, DFS will:

• If the check includes the account number reference, enter the account number reference included on the check and will process the Exception Item; or

• If the check does not include the account number reference and Client subscribes to the account look-up services, follow Client’s Specifications when researching the customer account number and complete processing if DFS identifies a corresponding customer account.

4.4 For multi-item Exception Items (which are received as multiple payments or remittance stubs in the same envelope), DFS will apply payment amounts as indicated in, or as DFS reasonably determines from, the materials received in the Exception Items.

4.5 For Remittance Items that DFS cannot image or electronically process using high-speed automation, DFS will process the

Exception Item.

4.6 For Remittance Items that include non-payment related documents, DFS will image those items for Client’s review, send those items to Client, or return those items to the customer.

4.7 The following describes the decisioning services for Exception Items.

• DFS will provide Client with access to an internet site to view Exception Items (Decisioning Site) that are classified as either processable suspend or unprocessable (Unprocessable Items).

• During the pre-defined window in which an Unprocessable Item is received, Client will be able to view the Unprocessable Item and provide DFS with Client’s Specifications as to how to process the Unprocessable Items. If Client does not provide Client’s Specifications to DFS by the end of the pre-defined window with respect to a particular Unprocessable Item, then the Unprocessable Item will be processed based on Client’s default instructions.

• DFS will provide Client with reasonable access to a user usage report, in standard DFS format, that will allow Client to monitor Client’s users’ activity of the Decisioning Site. Client is responsible for defining, verifying, and updating user level access and authority (including user IDs and passwords) through the user administration internet site DFS provides. Client will promptly notify DFS of the loss or unauthorized use of any user names or passwords.

4.8 Unless Client and DFS mutually agree otherwise, DFS will send to Client any Exception Items that DFS cannot process.

4.9 DFS makes no warranty (express or implied) about DFS’s ability to correct, repair, and complete processing of Exception Items.

DFS will have no liability of any kind for any errors that result from (1) DFS using a customer’s past payment history or Client’s Specifications to apply Exception Item payments, (2) DFS applying payment amounts as indicated in, or as DFS reasonably determines from, the materials received with the Exception Item or, (3) Client’s use of non-DFS application capabilities, or (4) Client’s failure to use industry best practices to prevent such errors. For the image decisioning portion of the services, DFS will have no liability of any kind for Client’s keying errors, Client’s or third-party system issues, misapplied payments resulting from Client’s decisioning instructions, or any check mailed to the incorrect check remitter based on information that Client supplies.

5. Reporting and Document Identification.

5.1 DFS will provide to Client a daily summary report (in DFS’s standard electronic format) that identifies all Remittance Items processed for Client that day.

5.2 Unless Client and DFS agree to something else, DFS will print an identification number on each Remittance Item it receives, whether processed electronically or manually, to create an audit trail that identifies the processing site, date, account number, track, run, batch and sequence number for the Remittance Item.

6. Image Archive Services.

6.1 DFS will, if requested in Client’s Specifications, electronically image the front and/or back of each check, payment stub, backup (e.g., envelope or check skirt), correspondence, or other imaged Remittance Item received in the agreed-upon U.S. postal facility lockbox and will provide Client with access to each image for seven years from the date the image was created. Despite anything providing otherwise in the Agreement, Client acknowledges and agrees that the images are not works made for hire and are the property of DFS—not Client’s property. But, any Client Confidential Information contained in those images will remain Client’s property.

6.2 DFS will provide Client with a user name and password to view the images. Client is responsible for Client’s own internal security relating to Client’s use of the image archive Services, including procedures for the distribution of passwords permitting Client’s employees, agents, and representatives access to the images. Client agrees to promptly notify DFS of the loss or unauthorized use of any user name or password.

7. Term and Termination.

7.1 Term of Schedule. The term of this Schedule shall commence on the Service Commencement Date (which will be the date on which the Services are set up and ready to process Client items (test or live)) and shall expire two (2) years from the date on which Client first receives Services under this Schedule (“Initial Term”). This Schedule will be automatically renewed for additional zero (0) year periods (“Renewal Term”) unless written notice to allow the Schedule to expire is given by either party at least one hundred and eighty (180) days prior to the end of the Initial Term or any Renewal Term, as applicable.

7.2 Termination of Schedule. This Schedule may be terminated in accordance with the terms of the Agreement.

7.3 Early Termination. In addition to the termination options permitted in accordance with the terms of the Agreement, Client also has the right to terminate this Schedule at any time during the Initial Term (“Early Termination”) upon ninety (90) days prior written notice to DFS. Termination by Client under this Section shall be subject to Client’s payment of the Early Termination Fee.

The “Early Termination Fee” shall mean an amount equal to the product of (a) the average of the last three monthly invoices;

multiplied by (b) the number of months remaining in the Initial Term of this Schedule; plus (c) any remaining Unamortized Expenses. Unamortized Expenses means all costs or expenses that DFS incurs, or for which it reimburses Client, in connection with this Schedule, including expenses incurred in connection with moving Client from Client’s previous service provider to the DFS system. The Early Termination Fee is due and payable on or before the effective date of such early termination notice.

8. Special Fees.

8.1 Application Development. Client will pay DFS at the programming rate described in the tables below in Section 9 for any additional computer programming, development, consulting or professional services that Client requests in connection with the Agreement. Further, Client will reimburse DFS for DFS’s reasonable travel expenses, if any, that are incurred for any additional computer programming, development or consulting services that Client requests in connection with the Agreement.

8.2 Data Communication Fees. Client will pay for all data transmission costs, including the cost of high-speed connectivity (i.e., leased line charges) and the set-up fees associated with installation and configuration of Client’s high-speed connections. Client will also pay any long-distance fees associated with dial-up connectivity solutions for data transmission.

8.3 Hardware. Client may be required to purchase hardware that is necessary for the performance of the Services, such as circuits and account look-up terminals.

8.4 Postage/Courier Costs. For shipping or delivery services from the USPS that Client uses in connection with the Services, DFS will pass through to Client the associated postage costs. If Client and DFS mutually agree to use a different courier (e.g., Federal Express) for shipping or delivery services that Client uses in connection with the Services, then Client will, unless DFS agrees otherwise, provide to DFS such information that may be necessary for that courier to charge Client directly for the associated costs.

9. Processing Fees, Minimum Fees and Service Level Agreements.

• As of the Effective Date, the Processing Fees and Minimum Fees for the Services for Client’s lockboxes are as described in

Attachment 1. Service Level Agreements (SLA) are further described in Attachment 2.

10. Exclusivity.

During the term of the Agreement and this Schedule, all of Client’s requirements for the Services will be provided by DFS, regardless of whether the requirements are changed as a result of the organic growth of Client’s business, Client’s acquisition of other entities, or any other reason.

11. Invoice Address, Settlement Account and Remittance Information.

Invoice Address:

State of Wisconsin

ATTN

2135 Rimrock Road Madison, Wisconsin 53713 Email

Settlement Account: [Client to Provide]

DFS Remittance Information:

Accounts Receivable Deluxe Financial Services, LLC

12. Invoicing and Payment Terms.

All fees, including one-time set up fees, will be invoiced monthly in arrears. Fees will be due from Client fifteen (15) days from receipt of invoice. DFS retains the right to increase fees on an annual basis, with any such increase limited to the greater of: (i) the most recent unadjusted 12 months ended Consumer Price Index for All Items, as reported in “Table A. Percent Changes in CPI for all Urban Consumers (CPI-U)” published by the U.S. Bureau of Labor Statistics, at the time that DFS calculates the Renewal Term fee, plus one percent (1%); or (ii) three percent (3%).

STATE OF WISCONSIN DELUXE FINANCIAL SERVICES, LLC

Signature

Printed Name:

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