HomeMy WebLinkAboutContract 42947City of Fort Worth & City of Krum
Cooperative Purchasing Agreement
FORT WORTH CITY SECRETARY
CONTRACT NO. �-4 06J LA —%
COOPERATIVE PURCHASING AGREEMENT
This Cooperative Purchasing Agreement ( "Agreement ") is made and entered into as of
the date written below between the City of Krum ( "Krum ") and the City of Fort Worth,
Texas ( "Fort Worth ").
WHEREAS, both Krum and Fort Worth have each determined a need for a cooperative
agreement to purchase like goods and services to avoid duplicate procurement efforts and
obtain the benefits of volume purchasing; and
WHEREAS, Krum and Fort Worth are authorized by Section 271.102 of the Local
Government Code to pursue mutually beneficial and cooperative purchasing programs.
NOW, THEREFORE, for and in consideration of the mutual obligations and benefits
contained herein, Krum and Fort Worth agree as follows:
SECTION 1. The purpose of this Agreement is to provide Krum and Fort Worth with
additional purchasing options by satisfying the provisions of Section 271.102 of the
Local Government Code.
SECTION 2. The parties agree that each of the parties shall respectively designate a
person to act under the direction of, and on behalf of, the designating party (the
"Designated Representative ").
SECTION 3. At the request of the other party, a party that enters into a contract with a
vendor for goods or services (the "First Purchasing Party ") shall attempt to obtain the
vendor's agreement to offer those goods and services to the other party (the "Second
Purchasing Party ") for the same price and on the same terms and conditions as have been
offered to the First Purchasing Party. If the vendor so agrees, and if the Second
Purchasing Party is agreeable to such terms and conditions, the Second Purchasing Party
may enter into its own separate contract with the vendor for the purchase of such goods
or services.
SECTION 4. Unless otherwise agreed between the Designated Representatives,
payments for a purchase made by the Second Purchasing Party shall be paid directly to
the vendor and not to the First Purchasing Party. The Second Purchasing Party shall have
the responsibility of determining whether the vendor has complied with any provisions in
its contract with the vendor, including but not limited to those relating to the quality of
items and terms of delivery, and shall be responsible for enforcement of its contract
against the vendor, including all cost of enforcement.
SECTION 5. This Agreement will be subject to all applicable federat; smte and Tocal
laws. ordinances. rules and regulations. .� s �� z i•` " t, :�.
r
T t't Y
Page 1 of 3
City of Fort Worth & City of Krum
Cooperative Purchasing Agreement
SECTION 6. This Agreement may be terminated by either party, without cause or
penalty, upon not less than thirty days written notice to the other party.
SECTION 7. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party must not be
employed in the interpretation of this Agreement or any amendments or exhibits hereto.
SECTION 8. If any action, whether real or asserted, at law or in equity, arises on the
basis of any provision of this Agreement, venue for such action shall lie in state courts
located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division. This Agreement shall be construed in
accordance with the laws of the State of Texas.
SECTION 9. If any term or provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity or enforceability of the remaining terms or provisions
of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or
unenforceable term or provision, the parties shall endeavor to agree to a legal, valid or
enforceable term or provision as similar as possible to the term or provision declared
illegal, invalid or unenforceable.
SECTION 10. Execution of this Agreement does not obligate Krum or Fort Worth to
make any purchase, to pay any membership fee or to otherwise or in any manner incur
any cost or obligation.
SECTION 11. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute but one and the same
instrument.
SECTION 12. The undersigned officers and/or agents are properly authorized to
execute this Agreement on behalf of the parties hereto and each party hereby certifies to
the other that any necessary actions extending such authority have been duly passed and
are now in full force and effect.
SECTION 13. All notices, requests, demands, and other communications which are
required or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon the delivery or receipt thereof, as the case may be,
if delivered personally or sent by registered or certified mail, return receipt requested,
postage prepaid, to the respective city representative set out below, or his/her designee.
Page 2 of 3
City of Fort Worth & City of Krum
Cooperative Purchasing Agreement
�I a-
EXECUTED this `�' day of
CITY OF FORT WORTH
1000 Throckmorton Street
Fort Worth, Texas 76102 �J
By:
S, sa)i Alanis
CITY OF KRUM
146 W McCart
Krum, TeX4s 76249
By: rj -"�
Tef �Vilson
Title: Assistant City Manager Title: Mayor
APPROVED AS TO
FORM AND LEGALITY:
Assistant City Attorney
4.p"CS'�,Z1�C
'cr'f OR
A 0 opp °j °QOC
o A
City Attorney
City Secretary
I i �
Date Date
,r
Page 3 of 3
FIRST AMENDMENT TO
CITY SECRETARY
CONTRACT NO,_
COMMERCIAL CARD AGREEMENT I JPMORGAN CHASE BANK, N.A.
THIS FIRST AMENDMENT (the -Amendmenr) to Commercial Card Agreement (the "Agreement') dated as of August 31, 2007 between
JPMorgan Chase Bank, N.A. (the "Bank*), and City of Foo Worth, a Home -Rule Municipal Corporation, situated in Tarrant, Denton, Parker,
and Wise Counties, Texas (the "Client*) is made as of IVO - -M 4 nib _(the -Effective Date-).
The Bank and the Client agree to amend the Agreement as follows
I . Definitions. Capitalized terms used in this Amendment and defined in the Agreement shall be used herein as so defined, except as
otherwise provided herein.
?. Amendment. Paragraph 4.B. of the Agreement is hereby deleted in its entirety and restated to read as follows:
'Fraud Losses will not be deducted from rebates. Provided that the client shall immediately notify the Bank by phone of any Account
that the Client knows or suspects has been lost, stolen, misappropriated, improperly used, or compromised. The Client shall not be
liable for fraudulent transaction(s) made on an Account by Persons other than employees or agents of the Client and the Client's
vendors, Provided that (1) the Chard or Cardhokfer has immediately notified the Bank as specified in the previous sentence; (ii)
neither the Client nor the Cardholder has received any direct or indirect benefit from such fraudulent Transaction(s); (in) the program
has been set up and operated by the Client in accordance with the Bank's fraud reduction best practices as designated by the Bank
from time to time (including but not limited to blocking high -risk MCCs; payment to the Bank by the Clent rather than Cardholders
for approved expenses; limiting cash advances; adhering to transaction, dally, and cycle limits established by the Bank); (N) the
Client maintains reasonable security Precautions and controls regarding the dissemination, use and storage of Cards and
transaction data; and (v) the Client notifies the Bank no later than ten (10) business days after the date a paper or electronic
statement in which the fraudulent Transaction(s) first appeared was first made available to the Client. In the event the Client does
not adopt the fraud reduction best practices including but not limited to those designated in this section, as designated by the Bank
from time to time, within 10 business days of being so notified in writing by the Bank, the Client will be liable for any fraudulent
Transactions on any Account prior to the time the Client notifies the Bank.'
3. Amendment. Exhibit A is hereby deleted in its entirety and replaced in full with a new'Exhibit A as attached hereto.
4. Amendment The Agreement is hereby modified to incorporate a new 'Exhibit B entitled 'Single Use Accounts Addendum' as attached
hereto.
Amendment Section 11 of the Agreement, Termination, is hereby amended to add Section 11. C, which shall read as follows:
'In the event no funds or insufficient funds are appropriated by the Client in any fiscal period for any payments due hereunder,
Client will notify Bank of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the Client of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated_ -
r.. Continued Effect. Except to the extent amended hereby, all terms, Provisions and conditions of the Agreement, as it may have been
amended from time to time, shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordance
with Its terms.
Piggyback Provision. Pursuant to the Texas Interlocai Cooperation Act, Chapter 791, Texas Government Code (the 'Act'), the use of
this Agreement may be extended to other local governments and with agencies of the state as described in the Act. Additionally, the
Agreement may be extended to Not- For_Profit organizatiors and private universities at Client's discretion. Notwithstanding the foregoing,
the Bank, in its sole discretion, shall have the option to approve the participation of any Participant (as later defined herein) under this
Agreement. Each Participant allowed by the Bank to obtain services under this Agreement shall do so independent of any other
Participant. Each Participant shall be responsible for its own obligations by virtue of this Agreement. The Bank shall not be liable to the
Client for payments hereunder or otherwise, due to any failure to issue any Card or establish any Account for a Participant. Client shah
not be liable for any transactions, payment of fees, or any other obligations of any Participant under this Agreement.
Counterparts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one
and the same document, and each party hereto may execute this Amendment by signing any of such counterparts.
page ' d -3
IN WITNESS WHEREOF, the Bank and the Client have caused this Amendment to be executed by their respective authorized officers as of
the effective date written above.
JPMORGAN CHASE BANK, N.A.
Name: 3LAr'E T. TRAUTH
VICE Ph ► ► =a I
Title:
Client Attestation:
CITY OF FORT WORTH, TEXAS
�i
By:
Name: Karen L. Mon
tROmery
Title: Assistant City Manager
:N 0: �M&,.
AEP
The undersigned, a duty authorized officer or representative of the Client, does hereby certify that the Client has been duly authorized to enter
into and perform this Amendment and that the person signing above on behalf of the Client, whose execution of this Amendment was
witnessed by the undersigned, is an officer, partner, member or other representative of the Client possessing authority
Amendment. Po n9 ority to execute this
By:
Name:
Title
'Note: The person signing the attestation shall be someone different from the person signing above on behalf of the Client.
APPROVED AS TO FORM AND LEGALITY
By
Name: Maleshia Farmer
Title: Assistant City Attorney
y:
F//M-a Hendrix, City Sic tary
Page 2 of +7
EXHIBIT A
INCENTIVES AND FEES
DEFINITIONS
"A cia i ' means either MasterCard or Visa.
'Average Filetum' means the number of days between the transaction posting date and the posting date of payment in full, averaged over the
rebate calculation period.
'Average Large Ticket Transaction Size" means Large Ticket Transaction Volume divided by the total number of transactions included in the
calculation of Large Ticket Transaction Volume.
Average Payment Terms' means the Average Filetum minus half the number of calendar days in the billing cycle, as specified in the
Settlement Terns.
' Charoe Vol* means total U.S. dollar charges made on a Bank Commercial Card, net of returns, and excluding Large Ticket Transactions,
casokadvances, convenience check amounts, fraudulent charges and any transactions that do not qualify for interchange under applicable
'Combined Charoe Volume' means Charge Volume and Single Use Charge Volume.
"Contrail Year' means a 12- month period tinning on August 31" of each year or any anniversary of such date.
'Credit Losses' means all amounts due to Bank in connection with any Account that Bank has written off as uncoll;ctible, excluding Fraud
Losses.
'Fraud Losses" means all amounts due to Bank in connection with any Account that Bank has written off as uncollectible as a result of a card
being lost, stolen, misappropriated, improperly used or compromised.
"Large Ticket Transaction' means a transaction that the Associations have determined is eligible for a Large Ticket Rate
'Large Ticket Transaction volume* means total U.S. dollar Large Ticket Transactions made on a Bank Commercial Card, net of returns and
excluding cash advances, convenence check amounts, fraudulent charges and any transactions that do not qualify for interchange under
applicable Association rules.
"Lasses" means all Credit Losses and Fraud Losses.
'Texas Payment Cam Consortium' means the City of Fort Worth, Texas and other Texas public entities eligible to participate in the Program
under the Act and that have been approved by the Bank for participation.
'Participant' means the Client or a Texas public entity approved by the Bank to participate under ft Commercial Card Purchasing and Single
Use Account programs provided to Client under this Agreement and which have executed an agreement in the form as attached hereto as
'Exhibit C' (the 'Participation Agreement) or in such other form as provided by the Bank from time to time.
"Settlement Terms' means the combination of the number of calendar days in a billing cycle and the number of calendar days following the
end of a billing cycle to the date the payment is due. Settlement Terms are expressed as X 3 Y, where X is the number of calendar days in
the billing cycle and Y is the number of calendar days following the end of a billing cycle to the date the payment is due.
' Single Use Chame Volume' means total U.S. dollar charges made on a Virtual Single Use Account used in connection with the Single Use
System. net of returns, and excluding Large Ticket Transactions, cash advances, fraudulent charges and any transactions that do not qualify
for interchange under applicable Association rules.
'Virtual Single Use Account' means a Card4ess Account used in connection with a single, unique transaction
Page 1 d 13
REBATES'
Volume Rebate— Pumhasin and Single Use Accti t (E- Payablas soiudon)
Bank will pay the Participant a rebate based on the annual Texas Payment Card Consortium's Combined Charge Volume achieved according
to the following schedule_ The rebate wig be calculated as the Rebate Rate times the annual Participant's respective Combined Charge
Volume.
NOTE: In year 1 of this Agreement (813112010 — 813012011), Bank will assume Charge Volume of $200,000,000 and pay at the .95% and
1.59% rebate levels based on the Participant's current annual volume. For each year thereafter, the consortium rebate will be paid per the
grid below.
LCharqeVolume ned
ium
TEXAS PAYMENT CARD CONSORTIUM
(Individual Participant Volume Grid)
Purchasi Card Program
$500K - $11 MM
$1 MM or greater
Under
5251000,000
0.75%
1.25%
$25,000,000
0.80%
1.50%
$75,000,000
0•�`�
1.55%
$150,000,000
0.90%
1.57%
$200,000,000
0.95%
1.59%
$300,000,000
1.00%
1.80%
$500,000,000
1.02%
1.61%
*Combined Charge Volume for each Participant will begin to accrue on the first day of the month following the date the Participation
Agreement is executed.
Single Use Account (E- Pavables Sdution) Rebate
Bank will pay the Participant a rebate based on the annual Single Use Charge Volume achieved as indicated below. The rebate will be
calculated as the indicated Rebate Rate times the annual Single Use Charge Volume.
If Participant achieves $1,000,000 - $10,000,000 in Single Use Charge Volume, the rebate rate is 1.24%
If Participant achieves Single Use Charge Volume greater than $10,000,000, the rebate rate is in accordance with the rebate grid
above.
NOTE: Participants with Single Use Account Charge Volume less than $1,000,000 will not be implemented.
Average Payment Terms Escalator
The Bank will pay Client an additional rebate based on its Average Payment Terms throughout the year. If, on average, payment for the prior
Period full balance is received in fewer days from cycle end than required under the terms of this Agreement, an Average Payment Terms
escalator of 0.01% per full day of early payment will be earned_
Particloant Reporting system option
For Participants with program spend of under $10 million annually, the smartdata reporting solution will be implemented.
Participants with annual spend of $10 million or above can select the Bank's PaymentNet reporting platform or smaddata
°age 4 of 13
Larne Ticket Rebate — Purchasing and Slnole Use Account (E- Payables Solution) programs
Bank will pay the Participant an annual rebate based on annual Average Large Ticket Transaction Size and annual Large Ticket Transaction
Volume according to the following schedule, when the respective Participant's annual Combined Charge Volume threshold requirements are
achieved. The rebate will be calculated as the Rebate Rate times the annual Large Ticket Transaction Volume.
PURCHASING AND SINGLE USE
ACCOUNT (E- PAYABLES SOLUTION)
PROGRAMS
AVERAGE LARGE
TICKET
TRANSACTION SIZE
REBATE
RATE (%)
$4500 - $4999
.65%
$5000 - $7499
.60%
$7500 - $9,999
.55%
$10,000 - $14,999
.50%
.45%
W$24,999
.35%
30%
.15
'In the event of a reduction in interchange rates by the Associations, the Bank reserves the right to ratably adjust the rebate rates accordingly.
General Rebate Terms
Rebates will be calculated annually in arrears. Rebate amounts are subject to reduction by all Losses. If Losses exceed the rebate earned for
any Contract Year, Bank will invoice the respective Participant for the amount in excess of the rebate, which amount shall be payable within
thirty (30) days of receipt of the invoice. Upon termination of the Program, the Losses for the six -month period immediately preceding the
termination will be deemed to be equal to the Losses for the subsequent six-month period. If the Participant is participating in more than one
program, Bank reserves the right to offset any Losses from one program against any rebate earned under any other program.
Rebate payments will be made within 90 days after the end of the previous Contract Year via wire transfer to an account designated by the
Participant.
To qualify for any rebate payment, all of the following conditions apply.
a. Settlement of any centrally biped accounts) must be by automatic debit or by the Participant initiated ACH or wire.
b. Payments must be received by Bank in accordance with the Settlement Terms. Delinquent payments shall be subject to a Past Due
Fees as specified below. Settlement Terms are 30 & 14 for both the purchasing and single use account programs.
c. The Participant must maintain a satisfactory Bank credit risk rating (investment grade equivalent).
d- The Participant is not in Default under the Agreement.
Page tor 17
4
Fees Schedule - for Programs using the Smartdata System
The following are the fees associated with our purchasing card and singte use account program in the United
States:
Annual card fee
Cash advance fee
Convenience check fee
Rejected convenience check
Convenience check stop payment
Standard card replacement
Card reinstatement
Emergency (rush) card replacement
Lso-00
_2-0% ($3.00 minimum)
2 -A of
check amount ($1.50%heck minimum)
[$I-0-0
1$0.00
rpe�$0.00 r card
$0.00
_ C) f
$25 per card w effected through the Bank. If effected through the
association, Client shall pay any fees charged by the association.
Return check (payment) $15 per return
ACH return
$0.00
Document retrieval Dispute-related: $0.00
Non-d*lute-related: $8 per document
$0
Di;
Duplicate statement tNon lisr
$8 per statement
Currency conversion fee I % —charge (association pass through)
Dormant credit balance fee
$0.00
Over-limit fee $0.00
Miscellaneous fees
None
mance charge Prime + 2% is applied to the average daily, which is calculated as
fOlbws: (past due balance + any new spend) / number of days in cycle.
Will be charged On the cycle date.
W
Basic plastic $0.00
Customer logo plastic
$500 per for any newly designed logo; No fee to apply a current
logo on a new plastic.
Customized plastic I At cost through), based On complexity of design, subject to a
1,000 card minimum
Training at Bank's site
$0.00 (customer T&E riot included)
Training at your site(s) 550/day
Paper 1 50.00
Electronic payment fee
$0-00
Custom reporting/mapper programm
ing/POst- SDOL custom mapper: priced by
loader MasterCard; pass -through charge
Page 6 or 1 1
File transfer using FTP
Daily— $500.001month
Week"250.00/month
Bi- weekly- i125.00/month
Monthly—$75.00/month
; PaymentNet setup fee
Waived
l Smarfdata setup fee
$0.00
SDOL monthly mantenance fee
$50 per program per month - WANED after a Participant reaches
$500,000 annual spend during a Contract Year
SOOL real time
$0.00 --
Should the Participant request services not in this
schedule, the Partilcipant agrees to pay the fees associated with such services
Pap 7�O 13
Fees Schedule - for Programs Using Bank's PaymentNet Solution
The following are the fees associated with our purchasing card and single use account programs in the United States:
'PROGRAM FEES
Annual card fee
Cash advance fee
LC.nvenience check fee
Rejected convenience check
Convenience check stop payment
Standard card replacement
Card reinstatement
Emergency (rush) card replacement
Return check (payment)
ACH return
Document retrieval
Duplicate statement
Currency conversion fee
Dormant credit balance fee
Over-limit fee
Miscellaneous fees
PAST-DUE FEES
$0.00
2.5% ($2.50 minimum)
2% of check amount ($1.50/check minimum)
—1$0.00 per occurrence
$0.00
$0.00 per card
$25 per card if effected through the Bank. It effected through the
association, Client shall pay any fees charged by the association.
$15 per return
$20 per return
Dispute-related: $0.00
NOn-dispute-related: 3 copy requests free, then $!i per copy request
$5 per statement
I% surcharge (association pass- through)
MOO
SOHO
Pass-through charges for other specialized services (case-by-case fee)
Late fee
I% of unpaid balance at cycle, charged on cycle date
Finance charge
None
Delinquency fee
2 _5% of the full amount past due (30.8 60-day+) at cycle and each
Cycle thereafter; charged on cycle date.
1
CARD DESIGN
Basic plastic
1$0,00
Customer logo plastic
I $500 per logo for any oewy designed logo. No fee for wdsting logos
on new plastics.
Customized plastic
-. -.- _ - -
l S1 per card, subject to a 1,000 card minimum for any new cards
TRAINING AND CONSULTING
Training at Bank's site $0 00 (customer T&E not included)
Training at your sites)
$0.00 for first session; additional sessions $1.550/day
TECHNOLOGY SERVICES
PaymentNet setup fee I Waived
EDI setup/transmission Pass-through on all setup and development costs
Page R of ,. 4
FPaper statements $0.00
Electronic payment fee
$0.00
Custom - Porting/rnaPPer Programming/post- I $250 per hour ($1,000 minimum)
Iaader
OPTIONAL PROGRAMMCHNOLOGY SERVICES
File transfer using FTP Daily —$500 /month
Weekly—$250/month
Bi- weekly— i 125/month
Month"751month
Should the Participant request services not in this schedule, the Participant agrees to pay the fees associated with such services.
Page 4 d 13
EXHIBIT B
SINGLE USE ACCOUNTS ADDENDUM
In consideration of the mutual promises and upon the terms and conditions herein, Bank will deliver to the Texas Payment Card Consortium
Participant the Network Services described below.
Definitions. Terns defined in the singular shall include the plural and vise versa, as the context requires.
"Single Use Accoungs)" means a 16 -digit commercial card number issued to the Participant in connection with a Single Use Transaction
and Single Use Account shall be Construed to bean Account as defned in the Commensal Card Agreement.
"Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trade secrets, Marks
(including registrations and applications for registrations thereof), know -how, inventions and any other intellectual property or proprietary rights
recognized in any country or jurisdiction in the world.
"Network" means the Bank's Internet based platform for exchanging electronic commercial card payment information data between the
Participant and its Suppliers and merchant processors related to commercial card settlement.
"Network Security Procedures" means the digital certificates, user logon identifications, passwords, approval limits or other security
devices, whether issued or made available by the Bank or a third party, for use by the Bank and the Participant in authenticating Network
users and Payment Instructions initiated by the Participant via the Network.
"Network Services" means the software hosting services, implementation services, training services, support services, and/or consulting
services, provided by the Bank to the Participant under this Addendum.
"Payment Instruction" means an instruction initiated by the Participant, either via file integration or via the user interface, to the Bank via the
Network requesting the Bank to provide a Single Use Account to the Supplier.
"Single Use Program"" means the commercial card management system composed of Single Use Account controls, and reports to facilitate
purchases of and payments for, business goods and services.
"Supplier" means an entity that is enrolled in the Network to exchange and process transaction data relating to payments with the Participant
and to receive commercial card payments through the Network.
"Single Use Transaction" means a purchase, payment, fee, charge or any other activity that results in a debit to a Single Use Account and
shall be construed to be a Transaction as defined in the Agreement
I In connection with the Participant's participation in the Single Use Program, the Participant may initiate and request through the Single
Use Program, Single Use Account(s) to be used for payment of Single Use Transactions and must provide to the Bank all required data
for processing of Single Use Transactions. The Single Use Accounts are non- transferable and non - assignable. The Single Use
Accounts shall remain the property of the Bank. Participants shall receive a periodic statement of the Single Use Account Transactions.
The Participant shall be liable for all Single Use Account Transactions on all Single Use Accounts. Statements will be made available to
the Participant, either delivered to a U.S address or in electronic forth.
2 During the term of this Addendum and subject to the Participant's performance of its obligations hereunder, the Bank will maintain the
Network and allow the Participant to access the Network for its internal use. The Bank reserves the right at any time to revise or modify
the Network's functionality, specifications, and/or capabilities. The Participant acknowledges that the Network exchanges payment -
related data between Participant and Suppliers to effect commercial card settlement.
i Subject to the terms and conditions of this Addendum, during the term hereof, the Bank grants to the Participant a nonexclusive right to
access the Network for the sole purpose of receiving the Network Services.
i The Participant has no right to provide access to the Network to any third party. The Participant may not access the Network in any
manner not contemplated herein, including providing service bureau, time- sharing or other computer services to third parties.
The Participant's rights to access the Network will be limited to those expressly granted in this Addendum. The Bank reserves all rights,
title and interest in and to the Network not expressly granted to the Participant hereunder.
The Bank or its licensor(s) is and shall remain the sole and exclusive owner of all of the proprietary features and functionality of the
Network and Intellectual Property Rights in and to the design. architecture, and software implementation of the Network.
Except for those licenses expressly granted hereunder, neither party shall gain by virtue of this Addendum any rights of ownership at
Intellectual Property Rights owned by the other. Bank or its licensors shall solely awn all Intellectual
enhancements, modifications or customizations of the Network or Network Services and in any ideas,�concepts,knownhow
documentation or techniques which it or its representatives develop or provide under this Addendum.
Page 'p of '3
The Bank shad have no responsibility for the terms, conditions or performance of Purchase, sale, or payment transactions between the
Participant and its Suppliers, The Participant is responsible for Network and Promptly notifying the Bank of any errors. riY inspecting the Single Use Transaction history available via the
The Participant is solely 4 industry standards,, to safeguard ale for establishing, maintaining and enforcing its internal Policies and procedures in conformity with
safeguard against the entry of unauthorized approvals, or Payment Instructions into the Network. Participant
agrees to maintain the confidentiality of the Network Security Procedures and of any Passwords, codes, digital certificates, security
devices and related instructions for use of the Network. If the Participant believes or
have been accessed by unauthorized persons, the Participant shah suspects that any such Inform don or instructors
the security breacfr on its Invoice or payment process{ pOTPtlY notify the Bank and will advise the Bank as to the effect of
over payment Processing procedures and corrective aC110n3 to be taken t0 restore Of Verity security
processing.
I i .
All t inst Bank submitted in the name of the Participant are subject to authentication pursuant to the Network Security
the Network Security Procedures. Thee Participant's be entitled Payment nn�tions when the Payment Instructions are verified b�, Bank pursuant to
Supplier in connection with a Payment Instruction. The Participant and act upon eN infortnatlon received from the PartidpaM o any
authorized, issued in the Participant's name and authenticated by the Bank in to
accordance with the Network Securiinstrtrctaon, whether or not
ty Procedures.
BANK
Name: t.- T. TRAUTH
Title:
Participant Attestation:
PARTICIPANT
By i
Name:
1�aren L.. Mon g9me v
Title: Assistant Cit Mana er
r NO M &C REQUIRED
The undersigned, a duly authorized officer or representative of the Participant, does hereby certify that the Participant has been duly
authorized to enter into and Perform this Addendum and that the Person signing above on behalf of the Participant, whose execution of this
Addendtmn was witnessed by the undersigned, is an officer, Partner, member or other
execute this Addendum. representative of the Participant Possessing authority to
By:
Name:
Title
Note: The person signing the attestation shall be someone different from the person signing above on behalf of the Participant.
APPROVED AS TO FPRM AND LEGALITY
By:
. 11 4
Name: Maleshia Farmer
Title: Assistant City Attorney
Attest,
Hendrix, City Se+c Wry
o �00 �� 001
,00000000 T 7�
PWO t+ of 1
EXHIBIT C
PARTICIPATION AGREEMENT I JPMORGAN CHASE BANK.NA.
THIS PARTICIPATION AGREEMENT (the 'Participation Agreemerd') is made and effective this day of
('Effective Date, by and between a (the'Participant ") and JPMorgan Chase Bank, N.A. or Chase Banc
USA, N.A., as may be determined from time to time. (the 'Bank') each a national banking association.
WITNESSETH:
WHEREAS, pursuant to that certain Commercial Card Agreement dated as of [MONTH, DATE, YEAR) (the 'Commercial Card Agreement')
between [INSERT CLIENT LEGAL ENTITY NAME] (the 'Client') and the Bank, the Bank has agreed to provide commercial card services to
the Client (the "Program") on the terns and cond'iti'on of the Commercial Card Agreement. attached hereto and incorporated herein as Exhibit
I: and
WHEREAS, the Participant desires to participate in the Program, subject to the terms and conditions of the Commercial Card Agreement:
NOW. THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein. the
parties agree as follows:
t . Definitions. Except as otherwise provided herein, all capitalized terms used herein and not otherwise defined and which are defined in
the Commercial Card Agreement shall be used herein as so defined in the Commercial Card Agreement.
<. Mutual Obligations. By their execution of this Participation Agreement, the Participant and Bank hereby agree to be bound by all the
terms and conditions of the Commercial Card Agreement attached hereto as Exhibit I. This Participation Agreement shall remain in effect
according to its terms without regard to the continued existence or enforceability of the Commercial Card Agreement with respect to the
original parties thereto. All references to 'Client' in the Commercial Card Agreement shall be deemed to constitute references to the
Participant hereunder.
Without limiting the generality of the foregoing, the Participant further agrees that it shall be responsible only for transactions and for fees,
charges and other amounts due under the Commercial Card Agreement related to the use of Accounts of the Participant pursuant to the
Commercial Card Agreement and that the Client shall not be liable for any such transactions and for any such fees, charges and other
amounts.
Incentives. For purposes of calculating rebates Combined Charge Volume for each Participant will begin to accrue on the first day of
the month following the date the Participation Agreement is executed.
4. Notices. Notwithstanding the provisions of the Commercial Card Agreement, all notices and other communications required or permitted
to be given under this Participation Agreement shall be in writing and shall be effective on the date on which such notice is actually
received by the party to which addressed. All notices shall be sent to the address set forth below or such other address as specified in a
written forth from one party to the other.
To the Bank: JPMorgan Chase Bank, N.A.
300 South Riverside Pura, Suite lL1 -0199
Chicago, IL 80670-0199
Attn: Commercial Card Contracts Manager
To the Participant:
Miscellaneous. This Participation Agreement shall be governed by and construed in accordance with the substantive laws of the State
of Texas. and as applicable, federal law. The headings. captions. and arrangements used in this Participation Agreement are for
convenience only and shall not affect the interpretation of this Participation Agreement. This Participation Agreement may be executed in
any number of counterparts, all of which, when taken together shall constitute one and the same document, and each party hereto may
execute this Participation Agreement by signing any of such counterparts.
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IN WITNESS WHEREOF, the parties have caused this Participation Agreement to be duly executed as of the date first written above.
BANK:
By:
Name:
Title
PARTICIPANT:
By:
Name:
Title:
Participant Attestation:
The undersigned, a duly authorized officer or representative of Participant, does hereby certify that Participant has been duty authorized to
enter into and perform this Participation Agreement and that the person signing above on behalf of the Participant, whose execution of this
Participation Agreement was witnessed by the undersigned, is an officer, partner, member or other representative of Participant possessing
authority to execute this Participation Agreement
By:
Name:
Title
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SECRETARY
CONTRACT ON.
COMMERCIAL CARD AGREEMENT
This Commercial Card Agreement (the "Agreement ") is entered into as of 3i 200_7
between City of Fort Worth, a Home -Rule Municipal Corporation, situated in Tarrant, benton, Parker, and Wise,
Counties, Texas (the "Client "), and JPMorgan Chase Bank, N.A. (the "Bank ") a national banking association.
Commencing on the date of this Agreement, the Bank and the Client hereby agree that the Bank will provide the
Commercial Card Program, as hereinafter defined, and the Client may participate in the Program subject to the
terms and conditions of this Agreement.
1. Definitions. Terms defined in the singular shall include the plural and vise versa, as the context requires.
"Access Code" means the user identification code and password assigned to individuals authorized by the
Client, for use in connection with the Program or the System.
"Account" means the Visa or MasterCard account number assigned to a Cardholder and/or the Client, the
related account, and any Card bearing such account number.
"Account Credit Limit" means the upper limit for an extension of credit for an Account specified by the Client
from time to time and accepted by the Bank.
"Agreement" means this Commercial Card Agreement as it may be amended from time to time.
"Association" means either MasterCard or Visa.
"Authorized User" means individuals authorized by the Client to access and use the Program and System.
"Business Day" means a day on which both the Bank and the Federal Reserve Banks are open for business.
"Card" means a Visa or MasterCard card that is issued by the Bank with respect to an Account.
"Card Request" means a written or electronic transmittal from the Client, requesting the Bank to issue a
Card(s) or establish an Account(s).
"Cardholder" means (i) an individual in whose name a Card is issued, and (ii) any other employee, officer,
director, or person authorized by the Client or named Cardholder to use a Card or Account.
"Cardholder Agreement" means an agreement between the Bank and a Cardholder, as amended from time to
time, governing use of an Account.
"Cash Transaction Module" ( "CTM ") means a System tool used in connection with the processing,
management, and approval of cash transactions.
"Convenience Checks" means a check written against an Account.
"Contract Documents" means this Agreement in conjunction with City of Fort Worth RFP No. 07 -0068,
Addendum #1 thereto, and Bank's Proposal submitted in response to RFP No. 07 -0068. RFP No. 07 -0068,
Addendum #I thereto, and Bank's Proposal are each incorporated herein by this reference.
"Client Account" means the account of the Client into which the outstanding balances of all Accounts are
aggregated and for which the Client is liable.
"Client Vendor" means a travel agent, travel agency or any other vendor of Client authorized by the Client to
charge Transactions to an Account.
JPMorgan Cherie Rank. N .A Page I of 16
"Corporate Liability" means the Client is liable for all Transactions on an Account and such liability shall be
as agreed to by the parties and reflected on the Bank's records and subject to this Agreement.
"Credit Limit" means the upper limit established for an extension of credit that the Bank may authorize in
connection with this Program under this Agreement.
"Credit Losses" means all amounts, including any related collection costs, due to the Bank in connection with
any Account that the Bank has written off as uncollectible, excluding Fraud Losses.
"Cycle" means the monthly period ending on the same day each month, or, if that day is not a Business Day,
then the following Business Day or preceding Business Day, as systems may require or such other period as the
Bank may specify.
"Fraud Losses" means all amounts due to the Bank in connection with any Account that the Bank has written
off as uncollectible as a result of an Account being lost, stolen, misappropriated, improperly used or
compromised.
"International Transaction" means any Transaction that is made in a currency other than U.S. dollars or is
made in U.S. dollars outside of the United States of America.
"MCC" means a Merchant Category Code as designated by Visa or MasterCard.
"Losses" means all Credit Losses and Fraud Losses.
"Marks" means the name, trade name, and all registered or unregistered service marks of the Client, the
Association and the Bank.
"MasterCard" means MasterCard International, Inc.
"Program" means the commercial card system composed of Accounts, Card -use controls, and reports to
facilitate purchases of and payments for, business goods and services, established in connection with the
Contract Documents.
"Program Administrator" means an individual authorized by the Client to perform various administrative and
security functions in connection with the Program and System
"System" means the conduit through which the Client can access Account and Transaction data and reports.
"Transaction" means a purchase, a cash advance, use of a convenience check, fees, charges or any other
activity that results in a debit to an Account.
"Visa" means Visa U.S.A., Inc.
2. Obligations of the Bank. In connection with the Client's participation in the Program, the Bank shall:
A. Establish Accounts and where applicable issue Cards with such capabilities as may be elected by the
Client and agreed to by the Bank from time to time. Any Cards and any Cardholder statements will be delivered
to a U.S. address of the Client or Cardholder unless otherwise agreed. The Accounts are non - transferable and
non - assignable. The Cards shall remain the property of the Bank.
B. The Bank may investigate the identity of the Client and any proposed or existing Cardholder by
obtaining, verifying, and recording personal identifying information, and may if reasonably necessary obtain
such information from third parties.
C. Make available to the Client any corporate liability waiver coverage extended by Visa or MasterCard in
connection with suspected employee misuse of an Account.
JPMorgan Chase Bank. h A Page 2 of 16
3. Obligations of the Client. In connection with the Program, the Client shall:
A. Initially request a minimum often (10) Accounts in connection with the Program by submitting a Card
Request. From time to time the Client may submit to the Bank a Card Request form for additional cards. The
Card Request shall be in a form approved by the Bank, shall include all information required by the Bank, and
shall be accompanied by such evidence of authority for the Card Request as the Bank may require. All Card
Requests shall be delivered to the Bank in a secure, encrypted, or password protected format or by such other
method as may be mutually agreed to by the parties. By submitting any Card Request, the Client represents to
the Bank that the information contained therein is consistent with the Client's own records concerning the listed
Cardholder or entity. The Client represents that the Cards and Accounts to be issued and established under this
Agreement are substitutes for accepted cards and accounts, or will be sought and issued only in response to
written requests or applications for such Cards or Accounts obtained by the Client from the prospective
Cardholders in accordance with Section 226.12 (a) of Regulation Z of the Federal Truth in Lending Act. The
Client shall retain such applications (paper or electronic) for any Account when such application is not provided
to the Bank, for a period of twenty-five (25) months after the application has been received and acted upon. The
Client agrees to use reasonable security precautions to safeguard Accounts in connection with their storage, use,
and dissemination of Accounts.
B. Notify each Cardholder that the Accounts are to be used only for business purposes consistent with the
Client's established policies.
C. Clearly disclose to each of its Cardholders the extent, if any, to which the Bank will provide
Transaction and Account information to third parties.
D. Make commercially reasonable efforts to (i) maintain a process ensuring timely and accurate
reimbursement of all business purchase transactions to its Cardholders, (ii) not exceed the Credit Limit or permit
Cardholders to exceed the Account Credit Limits, and (iii) collect and destroy any Cards it no longer requires in
connection with this Program.
E. Immediately notify the Bank of any Account for which the Client no longer has use.
F. Immediately notify the Bank by phone of any Account that the Client knows or suspects has been lost,
stolen, misappropriated, improperly used or compromised.
G. Comply with all requirements of any corporate liability waiver coverage. Any balance outstanding
associated with an Account for which a corporate liability waiver is requested shall become immediately due and
payable.
H. Notify the Bank of any Transaction the Client disputes within sixty (60) days of the last day of the
Cycle during which such Transaction is charged to the Client. The Client will use commercially reasonable
efforts to assist the Bank in attempting to obtain reimbursement from the Merchant. The Bank will use
commercially reasonable efforts to assist the Client in attempting to obtain reimbursement from the Merchant;
provided, however, the Client understands that no chargebacks will be granted for Transactions resulting from
Account usage where a Cardholder's name is not embossed on a Card or where there is no Card associated with
such Account. The Client or Cardholder shall not be relieved of liability for any disputed Transaction if the
chargeback is rejected. The Bank shall not be liable for any Transaction where notice of the disputed
Transaction is received from the Client more than sixty (60) days after the last day of the Cycle during which
such Transaction is charged to the Client. The Client shall not make a claim against the Bank or refuse to pay
any amount because the Client or the person using the Card may have a dispute with any Merchant as to the
goods or services purchased from such Merchant which has honored the Card for that purchase.
4. Liabilities of the Client.
A. Regardless of any established Credit Limits or Account Credit Limits, the Client agrees to pay and
perform when due all of its obligations, including without limitation:
JPMorgan Chase Bank, N.A. Page 3 of 16
i) With respect to Corporate Liability Accounts, the Client shall be liable for all amounts owing and
payable under or in connection with each such Account and this Agreement. The Client shall make payment
as specified on Exhibit A for all Transactions posted to a Client Account as reflected on a periodic statement
no later than the payment date (the "Payment Date "). If such Payment Date is a Saturday, Sunday, or Bank
holiday, the payment shall be due on either the previous or the next business day as specified on the periodic
statement. If all or any portion of a payment owed by the Client is not received by the Bank by the Payment
Date, then any amounts outstanding shall be subject to the late fees and delinquency fees as specified on
Exhibit A until payment in full of all such amounts.
B. The Client shall immediately notify the Bank by phone of any Account that the Client knows or
suspects has been lost, stolen, misappropriated, improperly used or compromised. The Client will be liable for
all Transactions made on an Account prior to notification of such lost, stolen, misappropriated, improperly used
or compromised Account. The Client will further be liable for Transactions after such notification has occurred
if such Transactions result in a direct or indirect benefit to the Client or any Cardholder.
C. The Client's obligations shall be enforceable regardless of the validity or enforceability of a
Cardholder's obligations. The Client waives any defenses based upon any
i) exercise, delay or waiver of any right, power, or remedy under any Cardholder Agreement,
ii) bankruptcy or similar proceedings, or any discharge, affecting a Cardholder, the Client, or others,
iii) modification of any Cardholder Agreement,
iv) settlement with or release of any Cardholder, and/or
v) action, inaction, or circumstance (with or without the Client's notice, knowledge, or consent) that varies
the Client's risks or might otherwise legally or equitably constitute discharge of a surety or guarantor.
D. Payments under this Agreement shall be made in U.S. dollars drawn on a U.S. bank or a U.S. branch of
a foreign bank.
E. If the Client elects to add Convenience Check capabilities to any Account, the Client will be liable for
the amount of all Convenience Checks used in connection with such Account.
F. If the Client allows a Client Vendor to charge Transactions to an Account, the Client is solely
responsible for instructing such Client Vendor in the handling and processing of Transactions. Client Vendors
are for all purposes agents only of the Client and not of the Bank. No fee shall be payable by the Bank to any
Client Vendor for performing any services.
The Bank may require the Client to deliver to the Bank authorization information for each Client Vendor
including, but not limited to (a) the name and address of each authorized individual of the Client Vendor, and (b)
such other information in such format as the Bank may in its sole discretion require.
The Client shall immediately notify the Bank upon revoking a Client Vendor's authority. Notwithstanding
anything to the contrary in this Agreement, the Client shall be liable for all amounts owing and payable under or
in connection with each such Account and this Agreement.
5. Credir
A. The Bank, at its sole discretion, may authorize extensions of credit with respect to (i) each Account up
to the Account Credit Limit, and (ii) all Accounts up to the Credit Limit. The Bank is entitled but not obligated
to decline authorization of any Transaction that would result in any Credit Limit or Account Credit Limit being
exceeded. Notwithstanding the foregoing, if the Client and/or the Cardholder exceed the Credit Limit and/or the
JPMorgan Chase Bank. N A Page 4 of 16
Account Credit Limit, the Client and/or Cardholder shall pay all amounts exceeding the Credit Limit and/or
Account Credit Limit as applicable.
B. If not publicly available through the Securities and Exchange Commission, the Client shall provide the
Bank with copies of its consolidated audited financial statements, including its annual income statement and
balance sheet, prepared in accordance with GAAP, as soon as available and no later than 120 days after the end
of each fiscal year. The Client shall provide such other current financial information as the Bank may request
from time to time. If applicable, the Client will notify the Bank within five Business Days of any change in the
Client's bond rating. The Bank shall be entitled to receive, and to rely upon, financial statements provided by
the Client to Bank affiliates, whether for purposes of this Agreement or for other purposes.
C. The Bank at any time may cancel or suspend the right of Cardholders to use any Account or Accounts,
or decline to establish any Account. The Bank may, at any time, increase or decrease any Account Credit Limit
or the Credit Limit, modify the payment terms, or require the provision of collateral or additional collateral.
D. The Bank may from time to time require MCC authorization restrictions in connection with the
Program.
E. Notwithstanding the foregoing, the Bank shall not be obligated to extend credit or provide any Account
to the Client or any Cardholder in violation of any limitation or prohibition imposed by applicable law.
6. Programs and System Access.
A. The Bank shall provide the Client with password - protected daily access to Account and Transaction
data, reports, and account maintenance functions through use of an Access Code. The Bank shall assign an
initial Access Code to the Program Administrator. The Program Administrator shall create and disseminate
Access Codes to Authorized Users. Such access shall be provided in accordance with such manuals, training
materials, and other information as the Bank shall provide from time to time.
B. The Client agrees to be bound by and follow the security procedures, terms and conditions that the
Bank may communicate from time to time upon notice to the Client.
C. The Client shall safeguard all Access Codes and be responsible for all use of Access Codes issued by
the Program Administrator. The Client agrees that any access, Transaction, or business conducted using an
Access Code may be presumed by the Bank to have been in the Client's name for the Client's benefit. Any
unauthorized use of an Access Code (except for unauthorized use by a Bank employee) shall be solely the
responsibility of the Client.
D. The Bank is authorized to rely upon any oral or written instruction that designates an Authorized User
until the authority of any such Authorized User is changed by the Client by oral or written instruction to the
Bank, and the Bank has reasonable opportunity to act on such instruction. Each Authorized User, subject to
written limitation received and accepted by the Bank, is authorized on behalf of the Client to: open and close
Accounts, designate Cardholders, appoint and remove Authorized Users, execute or otherwise agree to any form
of agreement relating to the Program, including, without limitation, materials related to security procedures; and
give instructions, by means other than a written signature, with respect to any Account opening or closure,
designation of Cardholders, or appointment of Authorized Users, and any other matters in connection with the
operation of the Program or the System.
E. In connection with use of the System, the Client may instruct the Bank to famish specific Transaction
data to third parties that provide reporting products or services to the Client. The Bank will transmit the
Transaction data, without representation or warranty to such third parties identified in such instructions.
7. Representations and Warranties. Each party represents and warrants that this Agreement constitutes its
legal, valid and binding obligation enforceable in accordance with its terms, and that execution and performance
of this Agreement (i) do not breach any agreement of such party with any third party, (ii) do not violate any law,
JPMorgan Chase Bank, N.A Page 5 of 16
rule, or regulation, or any duty arising in law or equity applicable to it, (iii) are within its organizational powers,
and (iv) have been authorized by all necessary organizational action of such party.
8. Fees and Charges. The Client agrees to pay the fees and charges as specified by the Bank, from time to
time. The fees initially applicable are specified in Exhibit A attached hereto. The Bank may change the fees and
charges payable by the Client at any time provided the Bank notifies the Client at least thirty (30) days prior to
the effective date of the change. Should there be a need to perform services other than those specified in Exhibit
A, the Client agrees to pay the fees and charges associated with any such service.
9. Incentives. The Bank may pay the Client an annual incentive award. The incentive award schedule initially
applicable is specified in Exhibit A. In no event shall the Bank pay the Client an incentive award for the year in
which this Agreement is terminated.
10. Term. This Agreement shall have an initial term of three (3) years from the date first written above unless
otherwise terminated pursuant to the provisions of this paragraph. Thereafter, this Agreement may be
successively renewed for up to two one -year terms upon the anniversary of the effective date at the City's sole
discretion.
11. Termination.
A. This Agreement may be terminated by the Bank upon the Client's default after Client receives notice of
such default and has failed to remedy said default within thirty (30) days of Client's receipt of said notice. The
Bank may refuse to allow further Transactions or revoke any of the Accounts at any time and for any reason.
B. The Client may terminate this Agreement and/or cancel any of the Accounts at any time and for any
reason. The Client shall immediately pay all amounts owing under this Agreement, without set-off or deduction,
and destroy all physical Cards furnished to Cardholders. The Bank will assign the Client all its rights concerning
such amounts paid. In the event collection is initiated by the Bank, the Client shall be liable for payments of
reasonable attorney's fees. Sections 2.13, 3.13, 31, 3.G, 3.H, 4, 5.A, 8, 11, 12, 13, 14, 16, ITA, ITC, 17.F, 17.G,
17.K, and 17.M shall survive the termination of this Agreement.
12. Default As used herein, "Default" includes (i) the Client failing to remit any payment to the Bank as
required by this Agreement; (ii) either party filing or suffering a petition as debtor in any bankruptcy,
receivership, reorganization, liquidation, dissolution, insolvency, or other similar proceedings, or making any
assignment for the benefit of creditors; (iii) default by the Client under any material debt owed to any Bank
related entity; (iv) any material adverse change in the business, operations or financial condition of the Client.
13. Remedies and Damages. Upon the event of a default either party may terminate this Agreement pursuant
to Section 12, or the Bank may, at its sole option, suspend its services or obligations. In the event of termination,
Bank reserves the right to declare all obligations of the Client hereunder immediately due and payable. In no
event shall termination or expiration release or discharge the Client from its obligation to pay all amounts
payable under this Agreement.
14. Limitation of Liability and Indemnification. The Bank will be liable only for direct damages if it fails to
exercise ordinary care. The Bank shall be deemed to have exercised ordinary care if its action or failure to act is
in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking
industry. The Bank shall not be liable for any special, indirect or consequential damages, even if it has been
advised of the possibility of these damages. This provision shall survive termination of this Agreement as to
matters that occurred during its term.
15. .Notices. All notices and other communication required or permitted to be given under this Agreement
shall be in writing except as otherwise provided herein and shall be effective on the date actually received when
delivered as provided herein. Notices to be provided hereunder shall be sufficient if forwarded to the other party
by hand- delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party
shown below:
JPMorgan Chace Bank, N.A. Page 6 of 16
To the Bank: JPMorgan Chase Bank, N.A.
300 South Riverside Plaza, Suite IL1 -0199
Chicago, Illinois 60670 -0199
Attn: Commercial Card Contracts Manager
To the Client: City of Fort Worth
Financial Systems Division
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Procurement Card Administrator
16. Confidentiality. In accordance with the Texas Public Information Act of Texas Government Code Chapter
552 and except as expressly provided in this Agreement, all information furnished by either party in connection
with this Agreement, the Program, or Transactions thereunder shall be kept confidential and used by the other
party only in such connection, except to the extent such information (a) is already lawfully known when
received, (b) thereafter becomes lawfully obtainable from other sources, (c) is required to be disclosed to, or in
any document filed with the Securities and Exchange Commission, banking regulator, or any other governmental
agencies, or (d) is required by law to be disclosed and notice of such disclosure is given (when legally
permissible) by the disclosing party. Notice under (d), when practicable, shall be given sufficiently in advance
of the disclosure to permit the other party to take legal action to prevent disclosure. Each party shall advise all
employees, consultants, agents, and other representatives (collectively, "Representatives ") who will have access
to confidential information about these obligations. A party shall disclose confidential information only to its
Representatives involved in this Agreement, the Program, or the Transactions. Upon termination of this
Agreement, each party shall, at its option, return, destroy or render unusable, and discontinue use of all copies of
the other party's Confidential Information upon request of the other party. The party receiving such request
may, because of State law, system requirements or as may be required by its own record keeping requirements,
retain any of the other party's Confidential Information, provided, however, its obligation of confidential
treatment shall remain in place. If requested in writing, such party shall certify its compliance with the foregoing
provisions. The Bank may exchange Client and Cardholder confidential information with affiliates. The Bank
may also disclose confidential information to service providers in connection with their supporting the Bank's
provision of Program services. Such providers shall be obligated to keep that information confidential under the
same terms and conditions as set forth above obligating the Bank. The Bank may exchange credit or other
information concerning the Client or Cardholders with credit reporting agencies and merchants (and, in the case
of Cardholder information, with the Client), including but not limited to information concerning Transactions,
payment history, reimbursements, and employment status and location. The Bank may in its sole discretion
make an adverse report to credit reporting agencies if a Cardholder fails to pay or is delinquent in paying an
Account.
17. Miscellaneous.
A. Except as otherwise provided herein, neither party shall use the name or logo of the other party without
its written consent. If the Client elects to have its Marks embossed on the Cards or provide them to the Bank for
other uses, the Client hereby grants the Bank a non - exclusive limited license to apply the Marks to the Cards
solely for use in connection with the Program and for no other purpose.
B. If any provision in this Agreement is held by any court of competent jurisdiction to be inoperative,
unenforceable, or invalid, such provision shall be inoperative, unenforceable, or invalid without affecting the
remaining provisions, and to this end the provisions of this Agreement are declared to be severable. Failure of
either party to exercise any of its rights in a particular instance shall not be construed as a waiver of those rights
or any other rights for any purpose.
C. Nothing in this Agreement shall constitute or create a partnership, joint venture, agency, or other
relationship between the Bank and the Client. To the extent either party undertakes or performs any duty for
itself or for the other party as required by this Agreement, the parry shall be construed to be acting as an
independent contractor.
JPMorgan Chase Hank, N A Page 7 of 16
D. In the regular course of business, the Bank may monitor, record and retain telephone conversations
made or initiated to or by the Bank, from or to the Client or Cardholders.
E. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Client
and the Bank and their respective successors and assigns. Neither party hereto shall assign, sublet or transfer its
interest herein without the prior written consent of the other party, except that either party may assign, sublet, or
transfer its interest herein to any affiliate upon written notice to the other.
F. The Bank shall not be held responsible for any act, failure, event, or circumstance addressed herein if
such act, failure, event, or circumstance is caused by conditions beyond its reasonable control.
G. The Contract Documents embody the entire agreement and understanding between the Client and the
Bank and supersedes all prior agreements and understandings between the Client and the Bank relating to the
subject matter hereof. In case of a conflict of terms in the Contract Documents, the order of precedence shall be
this Agreement, Addendum No. 1, the Bank's proposal, and then the RFP. All representations and warranties of
the parties contained in this Agreement shall survive the execution of this Agreement and consummation of the
Transactions contemplated hereunder.
H. This Agreement may be amended only a by a writing signed by the parties. All remedies contained in
this Agreement or by law afforded shall be cumulative and all shall be available to the parties hereto.
I. To the extent that the Client would have or be able to claim sovereign immunity in any action, claim
suit or proceeding brought by the Bank, the Client waives its sovereign immunity to suit for the purpose of
adjudicating a claim for breach of this Agreement only, subject to the terms and conditions of Subchapter I —
Adjudication of Claims Arising Under Written Contracts with Local Governmental Entities, Chapter 271, Texas
Local Government Code.
J. Section headings in this Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Agreement. The words "hereof', "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this Agreement, as a whole and not to any
particular provision of this Agreement.
K. International Transactions and Fees. If an International Transaction is made in a currency other than
U.S. dollars, the Association will convert the Transaction into U.S. dollars using its respective currency
conversion procedures. The exchange rate each Association uses to convert currency is a rate that it selects
either from the range of rates available in the wholesale currency markets for the applicable processing date
(which rate may vary from the rate the respective entity itself receives), or the government- mandated rate in
effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the
rate on the date when the International Transaction occurred or when the Account was used. The Bank reserves
the right to charge an International Transaction Fee, as specified in Exhibit A. The International Transaction Fee
will be calculated on the U.S. dollar amount provided to the Bank by the Association. The same process and
charges may apply if any International Transaction is reversed.
L. This Agreement may be signed in one or more counterparts, each of which shall be an original, with the
same effect as if the signatures were upon the same Agreement. This Agreement shall become effective as of the
date first appearing above when each of the parties hereto shall have signed a counterpart hereof.
M. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. THE PARTIES HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY.
JPMorgan Chase R", N A Page 8 of 16
BANK
CLIENT
JPMORGAN � BANK, N.A. CITY OF FORT WORTH
By
Karen L. Montgomery
Name CLARE T. TRAUTH Assistant City Manager /CFO
VICE PRESIDENT
Title
Recommended By: /
ena Finance irecto(
Approve to Form and Idly:
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Assisdnt City Attorney
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ATTEST:
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City Secretary
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JPMorgan Chase Hank N A Page 4 of 16
EXHIBIT A
CITY OF FORT WORTH
INCENTIVES & FEES
DEFINITIONS
"Association" means either MasterCard or Visa
"Average Large Ticket Transaction Size" means Large Ticket Transaction Volume divided by the total number
of transactions included in the calculation of Large Ticket Transaction Volume.
"Average Transaction Size" means Charge Volume divided by the total number of transactions included in the
calculation of Charge Volume for any given period.
"Purchasing Card Charge Volume" means total U.S. dollar charges made on a Purchasing Card, net of returns,
and excluding Large Ticket Transactions, cash advances, convenience check amounts, fraudulent charges and
any transactions that do not qualify for interchange under applicable Association rules.
"Credit Losses" means all amounts due to Bank in connection with any Account that Bank has written off as
uncollectible, excluding Fraud Losses.
"ExacTrac Charge Volume" means total U.S. dollar charges made on a virtual single use account used in
connection with the ExacTrac System, net of returns, and excluding Large Ticket Transactions, cash advances,
convenience check amounts, fraudulent charges and any transactions that do not qualify for interchange under
applicable Association rules.
"Fraud Losses" means all amounts due to Bank in connection with any Account that Bank has written off as
uncollectible as a result of a card being lost, stolen, misappropriated, improperly used or compromised.
"Gross Charize Volume" means Purchasing Card Charge Volume plus ExacTrac Charge Volume, net of returns,
and excluding Large Ticket Transactions, cash advances, convenience check amounts, fraudulent charges and
any transactions that do not qualify for interchange under applicable Association rules.
"Large Ticket Transaction" means a transaction that the Associations have determined is eligible for a Large
Ticket Rate.
"Large Ticket Transaction Volume" means total U.S. dollar Large Ticket Transactions made on a Bank
Commercial Card, net of returns and excluding cash advances, convenience check amounts, fraudulent charges
and any transactions that do not qualify for interchange under applicable Association rules.
"Losses" means all Credit Losses and Fraud Losses.
"Settlement Terms" means the combination of the number of calendar days in a billing cycle and the number of
calendar days following the end of a billing cycle to the date the payment is due. Settlement Terms are
expressed as X & Y, where X is the number of calendar days in the billing cycle and Y is the number of calendar
days following the end of a billing cycle to the date the payment is due.
"Smed of Payment" means the number of calendar days after a billing cycle until the date full payment of the
cycle end balance is posted by the Bank.
1PMorgan Chase Bank. N .A Page 10 of 16
REBATES
Volume Rebate
Bank will pay the Client a rebate based on the annual Gross Charge Volume achieved according to the following
schedule. The Purchasing Card rebate will be calculated as the Rebate Rate times the annual Purchasing Card
Charge Volume.
Qualified
Charge
Volume
Rebate Rate
$10,000,000
1.22%
$12,500,000
1.30%
$15,000,000
1.35%
$20,000,000
1.41%
$25,000,000
1.46%
$30,000,000
1.48%
$35,000,000
1.50%
$40,000,000
1.53%
$45,000,000
1.55%
$50,000,000
1.56%
ExacTrac Volume Rebate Adiustment
The ExacTrac rebate will be calculated as the Rebate Rate as determined above minus 0.15% times the annual
ExacTrac Charge Volume.
Speed of Payment Escalator
The Bank will pay Client an additional rebate based on its average Speed of Payment throughout the year. If, on
average, payment for the prior period full balance is received in fewer days from cycle end than required under
the terms of this Agreement, a speed -to -pay escalator of 0.01% per full day of early payment will be earned.
Large Ticket Rebate
Bank will pay the Client an annual rebate based on annual Average Large Ticket Transaction Size and annual
Large Ticket Transaction Volume according to the following schedule. The rebate will be calculated as the
Rebate Rate times the annual Large Ticket Transaction Volume.
Average Large Ticket
Transaction Size
Rebate Rate
$7,500
0.60%
$10,000
0.55%
$15,000
0.50%
$20,000
0.45%
$25,000
0.40%
?$25,000
0.35%
Rebate Computation
The following is for illustrative purposes only and, therefore, the numbers provided in the example below do not
constitute a commitment by the Bank. This is an example of a rebate computed at 7 days based on the following
criteria:
JPMorgan Chace Bank, V.A Page 11 of 16
$13,000,000 regular transactions and $2,000,000 for large ticket transactions:
7 Day
Description
Regular Transactions
Large Ticket Transactions
Total Rebate
General Rebate Terms
PeropMe Dollars
1.30% $169,000
0.40% $8,000
$177,000
Rebates will be calculated annually in arrears. Rebate amounts are subject to reduction by all Losses, subject to
Section 4B of the Agreement. If Losses exceed the rebate earned for any calendar year, Bank will invoice the
Client for the amount in excess of the rebate, which amount shall be payable within 14 days. Upon termination
of the Program, the Losses for the six -month period immediately preceding the termination will be deemed to be
equal to the Losses for the prior six-month period. Rebate payments will be made in the first quarter for the
previous calendar year via Automated Clearing House ( "ACH ") credit to an account designated by the Client.
To qualify for any rebate payment, all of the following conditions apply.
a. Settlement of any centrally billed account(s) must be by automatic debit or by Client initiated ACH or
wire.
b. Payments must be received by Bank in accordance with the Settlement Terms. Delinquent payments
shall be subject to a Past Due Fees as specified below. Settlement Terms are 7 & 7.
c. The Client is not in Default under the Agreement.
d. Account(s) must be current at the time of rebate calculation and payment.
]PMorgan Chase Bank. N.A. Page 12 of 16
FEES (Purchasing Card)
Technology Fees
PaymentNet and/or SDOL: Custom Reporting/Mapper Programming/Post- loader: $250 per hour (4 hour
minimum)
PathwayNet Set up:
First 6 sites: No Charge
Additional sites: $150 per site
Training
At JPMorganChase site: No Charge; client T &E not included
Via Telephone: No Charge
At Client site:
Initial Training: Four Days Training of up to 90 users at no charge to the Client
Additional Training: $950 per day, includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past Due Fees
Late fee: Prime + 2% applied to average daily which is calculated as follows:
(Past due balance + any new spend) / Number of days in cycle.
Will be charged on the cycle date.
Delinquency fee: No Charge
Account Fees
Annual Card Fees: No Charge
Special Purpose Cards (b2B): No Charge
Basic Plastic: No Charge
Logo Plastics: No Charge
Custom Plastics: At cost; based on complexity of design subject to a 1,000 card minimum
Document retrieval fee: $8 per document (undisputed charges)
Statement Duplication: $5 - $8 per statement; $0 through PaymentNet
ACH return item: No Charge
Return Check Fee: $15 per return
Rush Card: No Charge
Standard Card Replacement: No Charge
JPMorgan Chase Bank N A Page 13 of 16
Card Reinstatement: No Charge
International Transaction Fee: I% surcharge (association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Optional Services
Cash Advance: 2.0% ($3.00 minimum)
Convenience Checks: $1 per posted check + 0.5% of check value
Rejected Convenience Check: No Charge
Convenience Check Stop Payment: No Charge
Other
Should the Client request services not in this schedule, the Client agrees to pay the fee associated with such
service.
JPMorgan Chase Bank, N A. Page 14 of 16
FEES (ExacTrac Program)
Technology Fees
PaymentNet and/or SDOL: Custom Reporting/Mapper Programming/Post- loader: $250 per hour (4 hour
minimum)
EDI Set up/Transmission: Pass - through on all set up and development costs
Training
At JPMorganChase site: No Charge, client T &E not included
At Client site:
Initial Training: No Charge
Additional Training: $950 per day, includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past Due Fees
Late fee: Central Bill: 1% of unpaid balance at cycle + 15 days; charged on cycle date
Delinquency fee: 2.5% of the full amount past due at cycle + 15 days and each cycle thereafter; charged on
cycle date
Account Fees
Document retrieval fee: first 3 copy requests are free, then $5 per copy request (undisputed charges)
Statement Duplication: $5 per statement; $0 through PaymentNet
ACH return item: $20 per return
Return Check Fee: $15 per return
International Transaction Fee: 1% surcharge (association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Miscellaneous Fees: Pass - through charges for other specialized services (case -by -case fees)
Oational Services
FTP:
Daily: $500, /month
Weekly: $250 /month
Bi- weekly: $125 /month
Monthly: $75/month
Cash Advance: 2.5% ($2.50 minimum and $30 maximum)
JPMorgan Chase Bank_ N A Page I; of 16
Convenience Checks: 1.5% - 3% of check amount ($1.50 /check minimum, $50 check maximum); $1 per
check fee for keying of payee name
Rejected Convenience Check: $29 per check
Convenience Check Stop Payment: No Charge
Other
Should the Client request services not in this schedule, the Client agrees to pay the fee associated with such
service.
JPMorgan Chase Bank, N.A Page 16 of 16