HomeMy WebLinkAboutContract 35775-A5 CITY
SECRETARY
FIFTH AMENDMENT TO CONTRACT NO. 3���5
COMMERCIAL CARD AGREEMENT
THIS FIFTH AMENDMENT(the"Amendment")to Commercial Card Agreement(as amended,supplemented,restated,or replaced from time to
time,the"Agreement")dated as of AUust 31, 2007 between JPMorgan Chase Bank, N.A. or one or more of its Affiliates("Bank") and City of
Fort Worth("Client")is made as of J Q Vl. Z-)1,,- 2018(the"Execution Date")and is effective as of September 1,2017(the
"Effective Date").
In consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein, Bank and Client agree to
amend the Agreement as follows:
1. Definitions. Capitalized terms used in this Amendment and defined in the Agreement shall be used herein as so defined,except as otherwise
provided herein.
2. Acknowledgment. The Parties hereto acknowledge and agree that the term of the Agreement shall be renewed for two(2)years from the
Effective Date of this Amendment. Thereafter,the Agreement shall be renewable for one(1)additional two(2)year term by agreement of
the Parties.
3. Amendment. A new Section 17.N is hereby added to the Agreement as follows:
Client acknowledges that Bank prohibits the use of Cards under any Accounts to conduct transactions(including,without limitation,the
acceptance or receipt of credit or other receipt of funds through an electronic funds transfer,or by check,draft or similar instrument,or
the proceeds of any of the foregoing)that are related,directly or indirectly,to unlawful internet gambling. The term"unlawful internet
gambling,"as used here,shall have the meaning as set forth in 12 C.F.R.Section 233.2(bb).
4. Amendment. A new Section 17.0 is hereby added to the Agreement as follows:
Bank acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Client is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written verification from the company that it, subject to
applicable Federal law: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract. The terms"boycott
Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this Amendment Bank certifies that Bank's signature provides written verification to Client that,subject to applicable Federal
law,Bank(1)does not boycott Israel;and(2)will not boycott Israel during the tern of the Agreement.
5. Exhibit A. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with a new Exhibit A in the form attached hereto as
Exhibit A.
6. 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.
7. 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. Facsimile signatures shall
have the same force and effect as the original.
REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE
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Page 1 of 7
IN WITNESS WHEREOF,the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Execution
Date.
JP OR CH E BAIL K, N.A.
By II
Names
Title �>�
Client Authorization: The undersigned is an officer,member,manager,director,managing partner,or general partner(or person authorized to
represent the foregoing),as applicable,of Client,authorized to bind Client to enter into and to perform its obligations under this Amendment. The
undersigned certifies to Bank that the governing body of Client has adopted resolutions or other appropriate and binding measures authorizing
Client to enter into and perform its obligations under this Amendment and that those resolutions or other appropriate and binding measures were:
(a)adopted in accordance with,as applicable,all requirements of law and Client's organizational or constituent documents,(b)have been entered
into the minute books or company records of Client,and(c)are now in full force and effect. Client shall provide to Bank immediately upon demand
conclusive evidence of the authorizations described above.
CLIENT
Y
Name Sun
Title -t`-'ic l S 6to k 6^6 .-
Note: The legal name of any member, managing member or general partner who is signing but is not an individual person must appear in the
signature block.
Client Attestation: The undersigned officer,member,manager,director,managing partner,or general partner(or person authorized to represent
the foregoing)of Client, hereby certifies that the individual signing above on behalf of Client has been duly authorized to bind Client and to enter
into and perform its obligations under this Amendment and that the person signing above on behalf of Client,whose execution of this Amendment
was witnessed by the undersigned, is an officer, member, manager, director, managing partner, or general partner (or person authorized to
represent the foregoing) of Client poi essing a, t xecute this Amendment. Client shall provide to Bank immediately upon demand
conclusive evidn e of the auth r' ons de T
By V� % 0
Named d.
Title
Note: The person signing the attestatio all be, meone ifferen om the person signing above on behalf of Client.
7*EXAS
OFFICIAL RECORD
CITU SECRETARY
FT. WORTH, TX
Page 2 of 7
EXHIBIT A
FEES & INCENTIVES
1. DEFINITIONS. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the
Agreement.
"Average File Turn"means the annual average outstanding balance for Programs contracted on particular Settlement Terms(i.e.sum of
the average outstanding balances for each calendar month divided by 12)divided by the annual Combined Total Charge Volume associated
with Programs contracted on those Settlement Terms,multiplied by 365.See also Section 3.A.i.
"Combined Large Ticket Transaction Volume"means the sum of U.S.Large Ticket Transaction Volume and U.S.Single-Use Large Ticket
Transaction Volume.
"Combined Net Charge Volume"means the sum of U.S.Net Charge Volume and U.S. Net Single-Use Charge Volume.
"Combined Total Charge Volume"means the sum of U.S.Total Charge Volume and U.S.Total Single-Use Charge Volume.
"Consortium Combined Total Charge Volume"means the sum of the Combined Total Charge Volume of all Participants.
"Contract Year"means a 12-month period beginning on the Effective Date of this Amendment or any anniversary of such date.
"Credit Losses"means all amounts due to Bank in connection with any and all Cards or Accounts that Bank has written off as uncollectible,
excluding amounts due in respect of Fraudulent Transactions.
"Fraudulent Transactions"means Transactions made on a Card or Account by a person, other than Client or Cardholder,who does not
have actual,implied,or apparent authority for such use,and which the Cardholder or Client receives no direct or indirect benefit.
"J.P. Morgan Payment Solutions Consortium" or"Consortium" means the City of Fort Worth, Texas and public entities, not-for-profit
organizations and private universities that have been approved by the Bank.
"Large Ticket Transaction"means a Transaction that the Associations have determined qualifies as a large ticket transaction.
"Participant" means the Client or a public entity, Not-For-Profit organization or private university that has been approved by the Bank to
participate under the Commercial Card Purchasing and Single Use Account programs provided to the Client under this Agreement and which
has 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&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 Account"means a Card-less Account used in connection with a single,unique transaction.
"U.S.Large Ticket Transaction Volume"means total Large Ticket Transactions made on any and all U.S.dollar issued Cards or Accounts,
net of returns,cash advances,convenience check amounts,Fraudulent Transactions and any Transactions that do not qualify for interchange
under applicable Association rules.U.S.Large Ticket Transaction Volume does not include U.S.Single-Use Large Ticket Transaction Volume.
"U.S. Net Charge Volume"means total charges made on any and all U.S.dollar issued Cards or Accounts,net of returns,cash advances,
convenience check amounts,Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Association
rules.U.S.Net Charge Volume does not include U.S.Large Ticket Transaction Volume,U.S.Net Single-Use Charge Volume,or U.S.Single-
Use Large Ticket Transaction Volume.
"U.S. Net Single-Use Charge Volume"means total charges made on any and all U.S.dollar issued Single-Use Accounts, net of returns,
cash advances, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Association rules. U.S.
Net Single-Use Charge Volume does not include U.S.Single-Use Large Ticket Transaction Volume.
"U.S.Single-Use Large Ticket Transaction Volume"means total Large Ticket Transactions made on any and all U.S.dollar issued Single-
Use Accounts,net of returns,cash advances,convenience check amounts,Fraudulent Transactions and any Transactions that do not qualify
for interchange under applicable Association rules.
"U.S.Total Charge Volume"means the sum of U.S.Net Charge Volume and U.S.Large Ticket Transaction Volume.
"U.S. Total Single-Use Charge Volume" means the sum of U.S. Net Single-Use Charge Volume and U.S. Single-Use Large Ticket
Transaction Volume.
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2. REBATES
A. Volume Rebate
Bank will pay each Participant a rebate based on the annual Consortium Combined Total Charge Volume and the
Combined Total Charge Volume of the individual Participant achieved according to the following schedule. The rebate will
be calculated as the Volume Rebate Rate (as determined according to the following schedule) multiplied by the annual
Combined Total Charge Volume of the individual Participant,subject to the rebate adjustments below.
Combined Total Charge Volume of Individual Participant
Annual $1,000,000 to $8,000,000 to $20,000,000 to
Consortium $500,000 to$999,999 $7,999,999 $19,999,999 $39,999,999 $40,more 0 or
Combined Total
more
Charge Volume Volume Rebate Rate Volume Rebate Rate Volume Rebate Rate Volume Rebate
Volume Rebate Rate @ Z9-day Average @ 29-day Average @ 29-day Average Rate @ 29-day
@ 29-day Average File Turn File Turn File Turn Average File
File Turn Turn
$25,000,000 0.80% 1.50% 1.53% 1.56% n/a
$75,000,000 0.85% 1.55% 1.58% 1.61% 1.64%
$150,000,000 0.90% 1.57% 1.60% 1.63% 1.66%
$200,000,000 0.95% 1.59% 1.62% 1.65% 1.68%
$300,000,000 1.00% 1.60% 1.63% 1.66% 1.69%
$400,000,000 1.02% 1.60% 1.64% 1.68% 1.72%
$500,000,000 1.02% 1.61% 1.66% 1.70% 1.75%
$600,000,000 1.02% 1.61% 1.68% 1.72% 1.77%
$800,000,000 1.02% 1.62% 1.69% 1.73% 1.780
$1,000,000,000+ 1.02% 1.62% 1.70% 1.74% 1.79%
B. Large Ticket Rebate
Should Participant achieve the minimum annual Combined Total Charge Volume required to earn a Volume Rebate as
stated above, Bank will pay Participant a rebate based on annual Combined Large Ticket Transaction Volume of the
individual Participant. The rebate will be calculated as the Large Ticket Rebate Rate (as determined according to the
following schedule)multiplied by the annual Combined Large Ticket Transaction Volume of the individual Participant,
subject to the rebate adjustments below.
Combined Total Charge Volume of Individual Participant
Annual $1,000,000 to $8,000,000 to $20,000,000 to $40,000,000 or
Consortium $500,000 to$999,999 $7,999,999 $19,999,999 I _-� $39,999,999 more
Combined
Charge Volume Volume Rebate Rate Volume Rebate Rate Volume Rebate Rate Volume Rebate
Volume Rebate Rate @ 29-day Average @ 29-day Average @ 29-day Average Rate @ 29-day
@ 29-day Average File Turn File Turn File Turn Average File
File Turn Turn
Large Ticket 0.70% 0.70% 0.70% 0.70% 0.70%
Rebate
3. REBATE ADJUSTMENTS
A. Average File Turn Adjustment
i. Programs Contracted on Settlement Terms of 30&14
a. For purposes of this Section 3.A.i, "Average File Turn" means the annual average outstanding balance for
Programs contracted on Settlement Terms of 30& 14(i.e. sum of the average outstanding balances for each
Page 4 of 7
calendar month divided by 12)divided by the annual Combined Total Charge Volume associated with Programs
contracted on Settlement Terms of 30&14,multiplied by 365.
The Volume Rebate Rate and Large Ticket Rebate Rate will be adjusted (either increased or decreased as
applicable)based on the Average File Turn of Participant's Program(s)over a Contract Year("Average File Turn
Adjustment").
b. Programs with Settlement Terms of 30& 14 will have an Average File Turn of 29 if Participant spends ratably
throughout each Cycle. The Average File Turn Adjustment for Participant's Program(s)with Settlement Terms of
30 & 14 is calculated by determining the difference between Participant's actual Average File Turn for such
Program(s) and 29. If Participant's actual Average File Turn for such Program(s) is less than 29,the Volume
Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050%for each whole number less than
29. If the Average File Turn for such Program(s)is greater than 29,the Volume Rebate Rate and Large Ticket
Rebate Rate will each be decreased by 0.0050%for each whole number greater than 29 but less than 46.
ii. If Participant's actual Average File Turn under Section 3.A.i is greater than 45 days,Participant will not qualify for any
rebate payment(as described below in the General Rebate Terms Section).
B. Interchange Rate Adjustment
In the event of a reduction in interchange rates by the Associations, Bank reserves the right to adjust the rebate rates and
fees accordingly.
4. GENERAL REBATE TERMS
A. Annual Rebates
i. Rebates will be calculated annually in arrears. Rebate payments will be made in USD within the ninety(90)day period
after the end of the Contract Year(the"Rebate Calculation Period")via wire transfer to a business account designated
by Participant and authenticated by Bank. Payment is contingent upon Bank receiving Participant's wire instructions
and Bank's authentication of such instructions prior to the end of the Rebate Calculation Period.
ii. Rebate amounts are subject to reduction by all Credit Losses. If Credit Losses exceed the rebate earned for any
Contract Year,Participant shall pay to Bank the amount in excess of the rebate,which invoice shall be due and payable
in accordance with the terms of such invoice. If Participant is participating in more than one Program, Bank reserves
the right to offset any Credit Losses from one Program against any rebate earned under any other Program. In no
event will Bank pay Participant a rebate for the year in which the Agreement is terminated.
B. To qualify for any rebate payment,all of the following conditions must be met.
L Participant is not in default under the Agreement at the time of rebate calculation and payment.
ii. Account(s)must be current at the time of rebate calculation and payment.
iii. Average File Turn must be less than 46 days(as stated in the Average File Turn Adjustment section).
5. SETTLEMENT TERMS
Payment must be received by Bank in accordance with the Settlement Terms. Late payments shall be subject to fees as specified
in the Fees Section of this Exhibit.Settlement Terms are 30&14 for the U.S.One Card and U.S.Single-Use Account Programs.
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6. FEES—New Participants and Participants Converted from HP Processor
The following are the fees associated with:
A. U.S.One Card,U.S. Purchasing Card and U.S.Corporate Card Programs for:
i. Participants who joined the J.P.Morgan Payment Solutions Consortium on March 17,2017 or later:
and
ii. Participants who joined the J.P. Morgan Payment Solutions Consortium and were implemented on
the HP processor prior to March 17,2017 and were subsequently converted onto the TSYS processor
on March 17,2017.
B U.S. Single-Use Account Programs
STANDARD SERVICES AND FEES
Late payment charge Central bill: 1%of full amount past due assessed at end of the Cycle in
which payment first became due and each Cycle thereafter
Individual Bill: 1%of full amount past due assessed 28 days after end
of the Cycle in which payment first became due and each Cycle
thereafter
International transaction 1.5%of the US Dollar amount charged
Rush card $25 per card if processed through Bank.
Standard card $0.00
ADDITIONAL SERVICES AND FEES
Cash advances 2.5%of amount advanced($2.50 minimum with no maximum)
Convenience check 2%of check amount($1.50 minimum with no maximum)
Executive card $75 annual fee per card
Corporate card rewards $75 annual fee per card.A rewards program annual fee of$75 will be
assessed to each Cardholder's travel card account.The annual fee will
be divided as follows:$35 dollars will cover Bank's administrative
costs and the remaining$40 will be put into Participant's redemption
pool.Bank may at any time change the amount of the annual fee
and/or the allocation of this amount without notice. If the rewards
program redemption expenses incurred each calendar year
(regardless of when points are earned)exceed the amount of funds
available in the redemption pool(the"excess redemption expenses"),
the excess redemption expenses will be deducted from any rebate. If
the rebate earned is not sufficient to cover the excess redemption
expenses,Bank will invoice Participant for the excess redemption
expenses. Participant shall pay such invoice within 14 days of receipt.
If Participant requests services not listed in this schedule,Participant agrees to pay the fees associated with such services.
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Page 6 of 7
7. FEES—Existing Participants Implemented on TSYS Processor Prior to March 17,2017
The following are fees associated with U.S.One Card,U.S.Purchasing Card and U.S.Corporate Card Programs for
Participants who joined the J.P.Morgan Payment Solutions Consortium and were implemented on the TSYS processor
prior to March 17,2017:
STANDARD SERVICES AND FEES
Late payment fee Central bill: None
Individual bill:$10 late fee at the end of the first Cycle
NOTE:Client can be billed both a late fee and a finance
charge
Delinquency/Finance charge Central bill:Prime+2.00 is applied to the average daily
balance,which is calculated as follows:(past due balance+
any new spend)/number of days in Cycle.Will be charged at
the end of the first Cycle and each Cycle thereafter.
International transaction 1%surcharge
Standard Card $0.00
ADDITIONAL SERVICES AND FEES
Cash advances 2.0%of advance amount($3.00 minimum with no maximum)
Rush card $25 per card if processed through Bank.
If Participant requests services not listed in this schedule,Participant agrees to pay the fees associated with such services.
Page 7 of 7
APPROVED AS TO FORM AND LEGALITY
Assistant City Attorney
City of Fort Worth Contract Compliance Manager
By signing, I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and
reportin quirements.
0;7�
Na a of Emp ee: Cynthia Garcia
Title:Assistant Director
OFFICIAL RECORD
CITE'SECRETARY
EFT.WOWN,TX