|
8
<br /> modifications to the Services to enable Customer to comply with such new federal laws,rules and regulations. If Metavante elects not to
<br /> support a new federal law,rule or regulation,Customer may terminate this Agreement effective on thirty(30)days prior written notice to
<br /> Metavante. During the thirty(30)-day notice period, the parties will use good faith efforts to issues caused by the changes to the
<br /> Services. If the issues cannot be resolved by the end of the notice period,the Agreement will terminate,in which case Customer has no
<br /> obligation to pay Metavante any termination fees. However, Customer shall pay all fees incurred for Services provided by Metavante,
<br /> Furthermore,Customer shall pay any costs incurred by Metavante as a consequence of the termination and any unpaid one-lime fees
<br /> set forth In this Agreement. Customer shall not be entitled to a refund of any pre-pall amounts,
<br /> C.
<br /> tavante
<br /> l work with
<br /> enable Customer ton comply with federal and statel laws,rules Customer
<br /> nd regulations oapplicableand ntolthe Servicementing es being suitableprovid d by Metavante to
<br /> Customer, including in those instances when Metavante has elected to modify the Metavante Software,but it fs not commercially
<br /> practicable to do so prior to the regulatory deadline for compliance.
<br /> 15.2 Equipment and Network. Customer shall obtain and maintain at its own expense its own data processing and
<br /> communications equipment as may be necessary or appropriate to facilitate the proper use and receipt of the Services. Customer shall
<br /> pay all installation, monthly, and other charges relating to the installation and use of communications lines between Customer's
<br /> datacenter and the Operations Center, as set forth in the Network Schedule. Metavante shall not be responsible for the continued
<br /> availability or reliability of communications lines. Upon Customer's request,Metavante agrees to provide services to install,configure,
<br /> and support the wide-area network to interconnect Customer to the Operations Center as mutually agreed by the parties.
<br /> 15.3 Regulatory Assurances. Metavante and Customer acknowledge and agree that the performance of these Services will be
<br /> subject to regulation and examination by Customer's regulatory agencies to the same extent as if such Services were being performed
<br /> by Customer. Upon request,Metavante agrees to provide any appropriate assurances to such agency and agrees to subject itself to any
<br /> required examination or regulation. Customer agrees to reimburse Metavante for reasonable costs actually incurred due to any such
<br /> examination or regulation that is performed primarily for the purpose of examining Services used by Customer.
<br /> A. Examination of Records. The parties agree that the records maintained and produced under this Agreement shall,at
<br /> all limes, be available at the Operations Center for examination and audit bysngjurisdiction
<br /> Customer's business,including any Federal Regulator.The Director of Examinations governmentals of any Federal Regulator his ordher designated
<br /> representative shall have the right to ask for and to receive directly from Metavante any reports,summaries,or information contained In
<br /> or derived from data In the possession of Metavante related to the Customer. Metavante shall notify Customer as soon as reasonably
<br /> possible of any formal request by any authorized governmental agency to examine Customer's records maintained by Metavante, if
<br /> Metavante is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that Metavante Is
<br /> authorized to provide all such described records when formally required to do so by a Federal Regulator.
<br /> B.Audits. Metavante shall cause a Third Party review of its operations and related Internal controls to be conducted
<br /> annually by its independent auditors. Metavante shall provide to Customer,upon request,one copy of the audit report resulting from
<br /> such review.
<br /> 15.4 Transmission of Data. If the Services require transportation or transmission of data between Metavante and Customer,the
<br /> responsibility and expense for transportation and transmission of,and the risk of loss for,data and media transmitted between Metavante
<br /> and Customer shall be borne by Customer. Data lost by Metavante following receipt, shall either be restored by Metavante from its
<br /> backup media or shall be reprocessed from Customer's backup media at no additional charge to Customer.
<br /> 15.5 Reliance on Data. Metavante will perform the Services described in this Agreement on the basis of information furnished by
<br /> Customer. Metavante shall be entitled to rely upon any such data, information, directions, or instructions as provided by Customer
<br /> (whether given by letter,memorandum,telegram, cable,telex, tetecopy facsimile, computer terminal,e-mail,other'on line'system or
<br /> similar means of communication, or orally over the telephone or in person), and shall not be responsible for any liability arising from
<br /> Metavante's performance of the Services in accordance with Customer's instructions. Customer assumes exclusive responsibility for the
<br /> consequences of any instructions Customer may give Metavante,for Customer's failure to properly access the Services in the manner
<br /> prescribed by Metavante,and for Customer's failure to supply accurate input information. Customer shall be responsible for discovering
<br /> and reporting errors and, if necessary, supplying the data necessary to correct such error to Metavante for processing at the earliest
<br /> possible time,but no later than five(5)days following the date of any daily report or thirty(30)days following the date of any monthly
<br /> report reflecting the error. Customer's failure to notify Metavante of errors or discrepancies within such period shall constitute
<br /> Customer's agreement that it has reviewed and approved the content of each such report using proper internal control review
<br /> procedures,
<br /> 15.6 Use of Services. Customer agrees that, except as otherwise permitted In this Agreement or in writing by Metavante,
<br /> Customer will use the Services only for its own internal business purposes to service its bona fide customers and clients and will not sell
<br /> or otherwise provide,directly or indirectly,any of the Services or any portion thereof to any Third Party.Customer agrees that Metavante
<br /> may use all suggestions, improvements, and comments regarding the Services that are furnished by Customer to Metavante in
<br /> connection with this Agreement, without accounting or reservation. Unless and except tothe extent that Metavante has agreed to
<br /> provide customer support services for Customer, Customer shall be responsible for handling all inquiries of its customers relating to
<br /> Services performed by Metavante, including inquiries regarding credits or debits to a depositor's account. Metavante agrees to
<br /> reasonably assist Customer in responding to such inquiries by providing such information to Customer as Metavante can reasonably
<br /> provide. Customer is responsible for its decisions regarding its business risks(including risk of credit losses,fraud losses,counterfeit
<br /> losses, and fees and fines for noncompliance with laws, regulations,or Visa/MasterCard rules, if applicable). Metavante will provide
<br /> Customer with certain reports (some in paper form, some in microfiche form, and/or some available on-line or through some other
<br /> electronic media), including management reports, but Customer is responsible to review, monitor, and act upon information in such
<br /> reports to minimize and control risks, losses, fees, and fines. Customer shall be responsible to furnish and pay for all forms and
<br /> documents used by Customer and shall be solely responsible for the compliance of such forms,documents, and procedures with the
<br /> operating requirements of Metavante,Network rules and operating regulations,if applicable,and applicable federal,state,and local laws
<br /> ©2010 Fidelity National Information Services,Inc,and its subsidiaries.
<br /> 100453Everett City of Payment Services Master Agreement(BSP 620 Services)-040411JIC
<br /> 8
<br /> 29
<br />
|