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Home My WebLink AboutFifth Third Pricing Adjustment (Amendment to Master Treasury Management Agreement) - 2023 12 20 - 2024 12 20FIFTH THIRD BANK Pricing Amendment This Pricing Amendment ("Amendment") is an amendment to the Master Treasury Management Agreement, as amended (the "Master Agreement") currently in effect by and between the "Customer" identified on the Signature Page below ("Customer") and Fifth Third Bank, N.A. ("Bank"). The terms of the Master Agreement apply to the terms of this Amendment as if fully set forth herein. All capitalized terms not otherwise defined in this Pricing Amendment have the meaning provided in the Master Agreement, 1. Service Fees. This Pricing Amendment establishes the Fees for the Services that Bank provides Customer pursuant to the Master Agreement or otherwise under agreement between Bank and Customer. The Fee Schedule attached to this Amendment shall govern for the term commencing on the "Effective Date" specified below and ending on the "Expiration Date" specified below (the "Term"). This Amendment is not valid unless the Fee Schedule is attached at the time of signing this Amendment. Unless the Fees are amended as otherwise permitted herein or the Customer and Bank otherwise agree in writing, the Expiration Date will be extended for an additional one-year period. The Bank shall adjust the Fees for each additional one-year period to the standard rates Bank offers to other customers. 2. Permitted Adjustments to Fees. (a) Volume Pricing. The Customer and Bank acknowledge that the Fees for any "Volume Priced" Service in the attached Fee Schedule are established based on either Customer's historical transaction volume levels or projected transaction volume represented to Bank by Customer. Bank has relied on the continuation or realization of these volumes during the Term. In the event of a material decrease in transaction volume or material failure to realize the projected transaction volume for a Volume Priced Service, Bank and Customer each agree that Bank may adjust the Fees for such Service upon 30 days' written notice to Customer. (b) Early Termination Fees. If any of the Fees for Services are indicated in the Fee Schedule as "Term Fees," the Customer and Bank acknowledge that Bank has devoted substantial resources to the development of the Service including for application in Customer's business and has priced the Service with the understanding that Customer would use the Service continuously for the length of the Term. Accordingly, without limiting any other remedy Bank may have under the Master Agreement, Customer shall pay to Bank upon demand an Early Termination Fee if, prior to the Expiration Date, Customer: (1) terminates the Master Agreement without cause; (2) ceases using any Service for• any reason; or (3) reduces its volume use of the Services by a material amount, and/or engages another provider to provide similar services for such volume. The Early Termination Fee shall also apply if Bank terminates this Master Agreement or any Service for cause under the termination provisions of the Master Agreement. The Early Termination Fee shall be deemed liquidated damages and not a penalty, as such Early Termination Fee is a genuine estimate of the reasonably foreseeable damages incurred by Bank. The Early Termination Fee shall equal the product of (a) the average of the highest monthly Fees for the Services for the three months out of the twelve months prior to termination multiplied by (b) six months (or the number of months remaining in the Term if less than six). Classification: Confidential 3. Term of this Amendment 12/20/24 From 12/20/23 ("Expiration Date"). ("Effective Date") to 4. Effect. This Amendment supplements and amends the Master Agreement solely for purposes of establishing the Fees for Customer during the Term. To the extent any provisions of this Amendment are inconsistent with the Master Agreement's terms and conditions, the Master Agreement's terms and conditions will prevail. In all other respects, the Master Agreement's terms and conditions shall remain in full force and effect and shall apply to this Amendment. 5. Miscellaneous. Each of Customer and Bank represent and warrant that this Amendment has been duly authorized, and that the person signing this Amendment is duly authorized to do so. If any Affiliates of Customer are Customers under the Master Agreement, Customer is also entering into this Amendment by and on behalf of all such Affiliates. This Amendment evidences the entire agreement and understanding between Customer and Bank with respect to the subject matter of this Amendment and supersedes all prior agreements and discussions between Customer and Bank with respect to that subject matter. IN WITNESS WHEREOF, Customer and Bank have entered into this Amendment as of the Effective Date. FIFTH THIRD BANK, N.A. By: Print Name: Print Title: Date: CUSTOMER By: Print Title: t hlT-Ci(Lc 'M � e cat �-7--�C� l�(1� Date: Classification: Confidential FEE SCHEDULE (Attached) This Afnendment is NOT valid unless the Fee information is attached. Classification: Confidential PDF Pro Forma Statement Page 1 of 6 Services Performed Unit Price ACCOUNT SERVICES STANDARD DISB CHECKS PAID .1500 ELECTRONIC DEBITS TRANSACTIONS .4000 COMMERCIAL DEPOSITS .6000 DEPOSIT ITEMS REJECTED .3700 DEPOSIT ADJUSTMENT 13,0050 COMPOSITE GROUP 0 OVERDRAFT ITEMS 3900000 INTERNAL TRANSFER 3667500 CHK RETURNED ITEM OR CHARGEBACI 5.0000 MONEY ORDER ISSUED 1900000 OFFICIAL CHECK ISSUED 1940000 DISB CHECK PAID MICR REJECT & REPi .4182 RESEARCH PHOTOCOPY/TIME 36,7500 SNAPSHOT STATEMENT 11,7500 PAPER ANALYSIS STATEMENT FEE 6.8500 UNENCODED ITEMS DEPOSITED 1500 ENCODED ITEMS DEPOSITED 0600 MONTHLY MAINTENANCE 30,0000 PAPER ACCOUNT STATEMENT FEE 3.0000 PAPER ITEM ADMIN FEE 0.000 OFFICIAL CHECK SHIPMENT 5.2500 COMMERCIAL CREDIT REFERENCE 89.2500 WIRE INCOMING NON -STRUCTURED 26,0000 WIRE INCOMING STRUCTURED 15,5000 COMMERCIAL ACCOUNT MANAGEMENT 28,0000 ACH CREDIT RECEIVED 1500 ACH DEBIT RECEIVED 1500 ACH ADDENDA RECEIVED .0900 DEPOSIT ADMINISTRATION FEE .1200 UNCOLLECTED BALANCE USAGE FEE .180000 ZBA ZBA PARENT ACCOUNT 25.0000 ZBA SUB -ACCOUNT 15,0000 ZBA MULTI -TIER 136,5000 ACH POSITIVE PAY ACH POSITIVE PAY FILTER SETUP .2925 ACH POSITIVE PAY FILTER .2700 ACH POSITIVE PAY MO MAIN 10.0000 ACH POSITIVE PAY PAID ITEM .0500 ACH POSITIVE PAY RETURN 0 .Classification: Internal Use 5/3/2023 PDF Pro Forma Statement Page 2 of 6 ACH ACH-STANDARD ACH UNWORKED NOC 2947500 ACH NOC FROM CANADA 4.2000 ACH REVERSAL 15,7500 ACH DELETION 1547500 ACH RECALL 131,2500 ACH RETURNED TRANSACTION 3.5000 ACH NOTIFICATION OF CHANGE 3.5000 ACH UNAUTHORIZED DEBIT RETURNS 5.4500 ACH ORIGINATED -DIRECT SEND ACH DIRECT SEND MONTHLY MAINT 20.0000 ACH DIRECT SEND ORIGINATED CR 0 ACH DIRECT SEND ORIGINATED DR 1500 ACH DIRECT SEND ORIG ADDENDA 0693 ACH DIRECT SEND FILE PROCESS .5000 SEND ACH ORIGINATED -ONLINE ONLINE ACH MONTHLY FEE 20.0000 ACH CREDIT ORIGINATED .1500 ACH DEBIT ORIGINATED 0 ACH ADDENDA ORIGINATED .0900 ACH FILE PROCESSED .5000 Subtotal - ACH ORIGINATED -ONLINE REPORTING SERVICES ACH CONTROL TOTAL WEB OPT 5.4500 ACH RETURN/NOC RPT VIA WEB 1140000 ACH ACKNOWLEDGEMENT FILE 5.0000 SAME DAY ACH ACH SD DIRECT SEND CREDIT ORIG 2.0000 Cu SD DIRECT SEND DEBIT ORIG 1.0500 ACH SD CREDIT ORIGINATED 2.1000 ACH SD DEBIT ORIGINATED 2.1000 CASHIERING BANKING CENTER CASH DEPOSITS BKG CNTR DEPOSIT NON -STD BAGS 52,5000 BKG CNTR DEPOSIT COIN MIXED 5.0000 BKG CNTR DEPOSITED CASH 400300000 BKG BKG CNTR CNTR DEPOSIT DEPOSIT COIN ROLLED COIN LOOSE .1400 1.0500 BKG BKG CNTR CNTR DEPOSIT DEPOSIT NOTES STRAP NOTES LOOSE .1900 0 .Classification: Internal Use 5/3/2023 PDF Pro Forma Statement Page 3 of 6 BANKING CENTER CASH ORDERS BKG CNTR ORDER 0 BKG CNTR ORDER COIN ROLL 0 BKG CNTR ORDER COIN BOX 0 BKG CNTR ORDER NOTES STRAP 0 BKG CNTR ORDER NOTES LOOSE 0 BKG CNTR NIGHT DROP NON -STD BAG 0 BKG CNTR NIGHT DROP HOLDOVER 0 BKG CNTR RECEIPT RETURN MAILING 0 CVD DEPOSIT CVD DEPOSIT ADJUSTMENT 6.0000 CHECK CLEARING RETURNS - STANDARD PAPER REPRESENTMENT 7.2000 RETURNED ITEM SPECIAL INSTRUCTIOI 8.5000 RETURNED ITEMS OVERNIGHT MAILINC 1902500 RETURNS MGMT MODULE 35.0000 RETURNED ITEMS PER IMAGE .0500 RETURNED ITEMS IMAGE TRANSMISSIC 17,5000 RETURNED ITEMS MONTHLY CD ROM 21,5000 ECL - FI ECL: IMAGE TIER 1 .0355 ECL: IMAGE TIER 2 .0660 ECL: IMAGE TIER 3 .0914 ECL: IRD TIER 1 .2300 DATA EXCHANGE FILE MAP AND IMPORT 26.2500 FTD DATA EXCHANGE 10.0000 DISBURSEMENTS ARP /POSITIVE PAY ARP MONTHLY BASE CHARGE 35.0000 ARP OUTSTANDING BALANCE REPORTI 6762500 ARP CHECKS PAID .0600 ARP CHECKS ISSUED 0600 ARP DEPOSIT RECONCILIATION PER IT[ .1450 ARP PAID ITEM TRANSMISSION 0156 ARP PAID NO ISSUE 2.7000 ARP DATA ENTRY 0 ARP SETUP CHARGE 0 ARP ONLINE ISSUE MGMT PER ITEM .3000 CHECK MANAGEMENT 1500000 ARP PAPER RECON REPORT MAILED 5.2500 POSITIVE PAY MONTHLY BASE CHARGE 35.0000 BANK MAINTAIN POS PAY EXCPTN 0312 ARP ISSUE CANCEL .5500 POSITIVE PAY PAYEE LINE PER ITEM 0 ARP RETURN ITEM 1505550 .Classification: Internal Use 5/3/2023 PDF Pro Forma Statement Page 4 of 6 CHECK BLOCK CHECK BLOCK MONTHLY BASE FEE 11,2500 CHECK BLOCK RETURNS 18.2500 ELECTRONIC DEPOSIT EDM EDM MONTHLY SERVICE FEE 32,0000 EDM DEPOSIT 6000 EDM BEFORE 4:00 PM EST .0300 EDM AFTER 4:00 PM EST .0300 EDM ON -US CLEARING 0300 EDM SUBSTITUTE CHECK CLEARING 1377 EDM IMAGE EXCHANGE CLEARING 0350 EDM MICR REJECT REPAIR .2650 EDM DELETION OF DUPLICATE ITEM 3.9500 EDM DELETION OF IMAGE QUALITY FAII 3.1500 EDM A/R FIELDS PER ITEM .0261 EDM 90-DAYS OF ONLINE DATA RETENI 0 SCANNER EDM FULL PAGE SCANNER RENTAL 0 IMAGE SERVICES PAID CHECK IMAGING CHECK IMAGING PER ACCOUNT 3145000 CHECK IMAGING PER ITEM 0 ONLINE IMAGE RETRIEVAL BASE 1062000 ONLINE RETRIEVAL PER IMAGE 0 IMAGE IS - 1 YR PAPER PAYMENTS .0100 IS - 7 YR PAPER PAYMENTS 0315 IS - 10 YR PAPER PAYMENTS .0525 IS - 1 YR PAPER REMITS .0100 IS - 7 YR PAPER REMITS .0315 IS - 10 YR PAPER REMITS 0525 IS - BASE FEE PER COMPANY 75,0000 INFO REPORTING AMP -PRIOR DAY REPORTING ONLINE STOP PAYMENT 15,2500 REPORTING PORTAL STANDARD ONLINE WIRE MODULE 4.5900 ONLINE ACH MODULE 2000000 PORTAL -PRIOR DAY ONLINE PRIOR DAY BASE 30.0000 ONLINE PRIOR DAY ACCOUNT 15.0000 ONLINE PRIOR DAY DETAIL .0800 ONLINE STOP PAYMENT BASE FEE 0 .Classification: Internal Use 5/3/2023 PDF Pro Forma Statement Page 5 of 6 PORTAL - INTRA DAY ONLINE INTRADAY BASE 30,0000 ONLINE INTRADAY PER ACCOUNT 15,0000 ONLINE INTRA DAY DETAIL .0800 PORTAL -CREDIT ONLINE CREDIT PORTAL BALANCES 42.0000 ONLINE CREDIT PORTAL TRANS 0 PORTAL PORTAL -STANDARD RSA GOID TOKEN ORDER 5492500 ONLINE REPORTS MODULE 5740000 AMP ONLINE AMP ACH BASE 20.0000 ONLINE AMP WIRE TRANSFER BASE 13,2500 RETAIL LOCKBOX RLBX ITEMS PROCESSED 3111 LBX EXCEPTION ITEM UNPROCESSED 2650 RLBX ANNUAL PO BOX FEE 13343,8500 RLBX SPECIAL TRANSMISSION 78,2500 RLBX MONTHLY MAINTENANCE 153,0000 RLBX TRANSMISSION 10.0000 RLBX CASH PAYMENT 2.6500 RLBX OVERNIGHT PAYMENT 2.6500 RLBX EXCEPTIONS CHECK ONLY 1200 RLBX RLBX RLBX EXCEPTIONS MULTIDOCUMENT CHECK&LIST DATA CAPTURE .1200 .1350 0163 RLBX CORRESPONDENCE 1200 IMAGE RLBX PER IMAGE .07000000 LOCKBOX EFFECTIVE DATE PER ITEM 0500 RLBX LONG TERM STORAGE 0150 ELECTRONIC LBX RLBX ELECTRONIC PER ITEM .1200 RLBX ELECTRONIC TABLE MAINTENAN( 351.50 RLBX ELECTRONIC MONTHLY MAINT 5500000 E)M PAYMENTS RLBX EDM ITEMS PROCESSED .4000 Classification: Internal Use 5/3/2023 PDF Pro Forma Statement Page 6 of 6 SWEEPS CORPORATE MMDA CORPORATE MMDA SWEEP 77.2500 NOW NOW SWEEP 181,0000 REPO REPO SWEEP 12642500 Subtotal - REPO WIRE ONLINE WIRE ONLINE WIRE OUTBOUND DOMESTIC 10,0000 ONLINE WIRE OUTBOUND USD INTL 3392500 WIRE ADVISING WIRE NOTIFY - AUTO EMAIL 21,0000 FX WIRE ONLINE ONLINE WIRE OUTBOUND USD FX 33,2500 MISCELLANEOUS LEGACY ACH POSITIVE PAY SETUP 1362500 ACH POSITIVE PAY BLOCK SETUP 3250 PPAY E-MAIL ALERT 0 .Classification: Internal use 5/3/2023