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HomeMy WebLinkAboutContract 42093City of Fort Worth Houston Community Col l ege Cooperative Purchasing Agreement FORT WORTH CRT I( SECRETARY CONTRACT NO. �_ f COOPERATIVE PURCIII SING AGREEMLI,NT This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of the date written below between ("HCC_") and the City of Fort Worth, Texas ("Fort Worth"). %AO5tD(' d m t-•* Cat k WHEREAS, both HCC 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, HCC 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, HCC • and Fort Worth agree as follows: SECTION 1. The purpose of this Agreement is to provide HCC 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 federal, state and local laws, ordinances, rules and regulations. Page l of 3 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 08-05-11 PJ 1 :43 IN 4,a) 'City of Fort Worth & Houston Community College 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 team 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 HCC 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 & Houston Community College Cooperative Purchasing Agreement EXECUTED this CITY OF FORT WORTH I400 Throckmmorton Street Fort Worth 4 Texas 76102 By Karen L. Montgomery Title: Assistant Citv Manatzer APPROVED AS TO FORM AND LEGALITY: /� � � Jam. � \ IAn'►�-� Charlene Sanders Assistant City Attorney Contract Authorization IAA I 0 Marty Hendrix;aCity Secretary Date (t—b 4,eacco‘turicatt,:o ect* cOr 00 Fla Fa 0 riga an g",), (33 11 ()% N °a ‘te day of AtILOSASse\S" , 201I. v/i/ 00000000 CITY OF Houston Community College <Entity Address > 3100 Main St . <City, State, Zip > Houston,'-exas 77004 By: Title: Dr. Mary Spa Chancellor Destinee Waiters Entity Attorney Title - Assistant General Counsel Date OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 3 City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, January 15, 2008 LOG NAME: 13P07-0130 REFERENCE NO.: **P-10710 SUBJECT. Authorize Cooperative Purchasing Agreements for Goods and Services Between the City of Fort Worth, Local Governments and Local Cooperative Organizations Authorized by the Texas Local Government Code RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute Cooperative Purchasing Agreements for goods and services between the City of Fort Worth, local governments and local cooperative purchasing organizations authorized by the Texas Local Govemment Code. DISCUSSION: The Purchasing Division will use this authorization to contract with local governments and local cooperative organizations to obtain goods or services. The use of these contracts allows the City of Fort Worth to take advantage of lower prices without the cost of competitive bidding by obtaining access to existing competitively procured contracts with entities such as Tarrant County, Houston -Galveston Area Council Texas Association of School Boards Local Government Purchasing Cooperative and U.S. Communities This authorization will allow other local governments such as Tarrant County, the City of Arlington and the City of Grand Prairie to participate in contracts awarded by the City of Fort Worth that may result in the addition of other entities quantities at the next bidding opportunity. Increasing the volume of goods and services bid increases the possibility of lower prices to the City through greater economies of scale Either of the contract participants may terminate the agreement with written notice to the other party. Section 271.102(a) of the Texas Local Government Code allows local governments to participate in cooperative purchasing programs. Section 271.102(c) of the Code provides that a local government purchasing goods or services under a cooperative purchasing program satisfies any state law requiring that the local government seek competitive bids for purchase of the goods or services. The contracts for goods and services have been competitively bid to increase and simplify the purchasing power of local governments across the State of Texas. The Law Department recommends that the Purchasing Division review these agreements periodically. The last M&C regarding execution of agreements with these cooperatives was approved on March 27, 2001 (M&C C-18510). Going forward these agreements will be reviewed every five years. Approval of this Mayor and Council Communication will not commit the City to spend any funds. Purchases exceeding the administrative procurement threshold provided in the City Code of Ordinances will be presented to Council for authorization as required. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the execution of these cooperative purchasing agreements will have no nateriai effect on City funds. BQN107-0130\KDK Logname: 13P07-0130 Page 1 of 2 COMMERCIAL CARD AGREEMENT CITY SECRETARY; CONTRACT NO. This Commercial Card Agreement (the "Agreement") is entered into as of 4i/� A..4# 31 2001 between City of Fort Worth, a Home -Rule Municipal Corporation, situated in Tarrant, nton, 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 #1 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 Chase Bank, N.A. Page 1 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 patties 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, unproperty 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, venfying, 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. irMorgan Chase Bank. N.A. Page 2 of 16 3. Obligations of the Client In connection with the Program, the Client shall: A. initially request a minimum of ten (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 oa a Card or whero 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 reline 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 alike 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 Rank, N.A. Page 3 of 16 «. 3 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 'is 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 shalt immediately notitj+ 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 m 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. Credit. 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 iPMorgan Chase Bahr, 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 thne 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 Adritinistrator 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, teens 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, includin& without lunitation, 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 furnish 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 instnictions. 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 patty, (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 arc 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 tetras 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 attomey's fees. Sections 213, 3.D, 3.F, 3.0, 3.H, 4, 5 A, 8, 11, 12, 13, 14, 16, 17.A, 17.C, 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 banitrtrptcy, 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 Clieht 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: 3PMorgan Chase Bank, N.A. Page 6 of 16 To the Bank: To the Client: 1PMorgan Chase Bank, N.A. 300 South Riverside Plaza, Suite 11.1-0199 Chicago, Illinois 60670-0199 Attn: Commercial Card Contracts Manager 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 suppottmg 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, John 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 party shall be construed to be acting as an independent contractor. WMorgan Chase Bank, N.A- Paine 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 Bank, N.A. Page a of 16 09 • • • By Name Title BANK CLIENT JPMORGAN CHASE BANK, N.A. (Zettt CLARE T TBAUTH VICE PRESIDENT • JPMorgan Chase Bank, NA Pate 9 of 16 CITYOF FORT WORTI4 Karen L. Montgomery . -1 , Assistant City Manager/CFO Approv to Form andjegay: 4. ;;� '7234.2/ my Ass Asst C y yAttomey 4' ATTEST: Marty Hendrix City Secretary Authorization:Cs 2i Date: • r • FIRST AMENDMENT TO COMMERCIAL CARD AGREEMENT (JPMONGAN CHASE BANK, N.A. CITY SECRETARY CONTRACT NO, THIS FIRST AMENDMENT (the 'Amendment) to Commercial Cad Agreement (the 'Agreement') dated as of August 31, 200? between JPMorgsn Chase Bank, N.A. (the 'Bank'), and City of Fee Worth. a Horns -Rule Municipal CoporatioA, situated In rarrant, Denton, Parker, and Wise Counties, Texas (the bent) Is made as of titreWMLr)f ? -'r]Jn (the -Effective Date'). The flank and the Client agree to amend the Agreement as follows: Definitions. Capitalized terns used In this Amendment and dented In to Agreement shall be used heroin as so dented. except as otherwise provided herein. 2. 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 knmedatey natty the Bank by phone of any Account Mal Ill Chant knows or suspects has been lost stolen, misappropriated, knpropedy used, or compromised. The Client shag not be Uabte for fraudulent transactions) made on an Account by persons other Then employees or agents of the Client and the Client's vendors, provided that (t) the Client or Cardholder hes immedlatdy notified the Bank as speeded In the previous sentence; (ii) neilher the Client nor the Cardholder hes received any direct or Indirect benefit from such fraudulent Transaction(s) (le) 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 blodtkng high -risk MCCs; payment to the Bank by the Client rather than Cardholders for approved expenses; limiting cash advances; adhering to transaction, daily, and cycle limas established by the Bank): (iv) the Client maintains reasonable security precautions and controls regarding the dissemination. use and storages of Cards and transaction dab; and (v) the Clem rwtilies the Bark no later than ten (10) business days after the date a paper or electronic statement In which the fraudulent Transactions) first appeared was Mt made available b the Client In the event the CHnt does riot adopt the fraud reduction best pacdces including but not limited to those designated In this section. as designated by the Bark from time to time, within 10 business days of being so notified in vatting by the Bank, lire Client wig be liable for any fraudulent Transactions on any Account prior to the Um* the Client notifies the Bank" 1 Amendment Exhibit A Is hereby deleted to its entirety and replaced in full with a new Exhibit A as attached hereto. Amendment The Agreement is hereby modified to incorporate a new 'Exhibit B entitled 'Single Use Accounts Addendum' as attached hereto. 5. Amendment Section 11 of the Agreement Termination, Is hereby amended to add Section 11. C. which shall reed as roams: •1n the event no funds or Inside tare trtds are appropriated by the Client in any fiscal paned for any payments due hereunder. Client MN notify Bank of such occurrence and this Agreement shah terminate on the last day at the fiscal period for which appropdalions were received without penalty or expanse to the Client of any lend whatsoevw, except as to the portions of the payments herein agreed upon for which funds haw been apptopctated.• h. Continued Effect. Except to the extent amended hereby. all terns, provisions and conditions of the Agreement, as it may have been amended from time to time, shag continue In full force and effect and the Agreement scull remain enforceable and binding In accordance with its terns. Piggyback Provision. Pursuant to the Texas Interbcal Cooperation Ad, Chapter 791, Texas Government Coda (the "Act•), the use of this Agreement may be extended to other local governments and with agencies of the state as described in the Ad. Additionally, Ill Agreement may be extended to No4For-Profit o , and private universities at Client's discretion. Notwithstanding the foregoing, the Bank, in its sale discretion. shall have the option to awes the padicipsrion d any Pattldpsnt (as late defined herein) under this Agreement Each Participant allowed by the Bark to obtain services under this Agreement shalt do so independent of any other Participant Each Psrtkip*M shell be responsible for Ka own obligations by virtue of this Agreement The Bari shell not be liable b the Client for payments hereunder or otherwises due to any Sure to Issue any Card or eatabtleh any Account fora Participant. Client shall not be liable for any transactions, payment of feu, or any other obligations of any Participant under this Agreement. Counterparts. This Amendment may be executed in any number d counterparts, ant d which when taken together shall constitute one and the same document, and each party hereto may execute ;Ale Amendment by signing any of such counterpart& P*2.td13 t iN WITNESS WHEREOF, the Sank and the Chant have caused this Amendment to be executed by their respective authorized officers as of the effective date written above. JDMAOHOAN CHASE BANK, MA Lied/ (7 jle-14-4-7/11 7.1 eft :LAKE T. fRAUTH VICE PFESIUtN I oy: Name: Tate: titter Assistant City Manager NO M&s is1 -•twin i The undersigned, a duly auvwrtzed Maw or representative of the Client, does hereby certify that the Client has been duly authorized to toter into and perform this Amendment and that the person signing above on behalf of the Ctlent. whose execution of this Amendment was witnessed by the undersigned, is an offcer, partner, member or other repreeentat s of the Cttent passaging authority to execute this Amendment. Client A,etsstsdon: cITY OF FORT WORTH. TEXAS Sy: •Ar/ CaTtfiltkice- «79' Karen L. Montaomery Sy: Name. Title Name: 'Notes The person signing the attestation shalt be someone different from the penal signing above on beha* of the Cant APPROVED AS TO FORM AND LEGALITY By Name: Maleshia Farmer Title: Assistant City Attorney rriki/1. Hendrix, City Si °O00000 l'EXPka4". *cm 144 ozki ro�� aoo41 AY PogsZaIM Oth EXHIBIT A INCENTIVES AND FEES DEFINITIONS 'AssocIHL(QD' means What MasterCard of Visa. 'Ave►aca FiUkum' mew the number of days between the f►artaecdon posting data and the posting date of payment in full, averaged oval the rebate calculation period. 'Averaw Larva Tick* Transaction Sig' means Large Ticket Transaction Volume divided by the total number of transactions included In the tabulate, of Large Ticket Transaction WIWI*. 'twos os Ppvpifl Terme means the Average Fifetum minus hall the number of calendar days in the tinkly cycle, as spectfled in the Settlement Tenn& 'Chef V_.dkma" means total U.S. doper charges made on a Bank Commercial Card, net of returns, and excJkrdng Large Ticket Transactions, cash advances, convenience check amounts, fraudulent charges and any transactions that do not qualify for interchange under applicable Assodalkn rules. 'Combined Charw Vokrna' means Charge Volume and Singh Use Charge Volume. "Contract Yee' means a 12-month period beginning on August 31® of each year or any amtversary d such data. 'Credt Lwsea' means all rounds due to Bank In connection with any Account Mat Bank has written off as umcllectible. excluding Fraud Losses. 'Fri ,� caste' means all amounts due fo Bank In connection with any Account that Bank has written off as uncollectlbta as a result of a card being lost stolen, misoppropnatad. Impmperty used or compromised imanzlickaas mews a transsefion that the Assoctedons have determined is eligible for a Large Tkksl Rate. laggikkei jansfles means total U.S. dollar Large Ticket Trarsadtona made on a Sank Commercial Card, net d returns and exckrd4p cash advancers, check amounts, fraueulsnt charges and any transactions dust do not qualify for IntertMngs under applicable Association rube. tosjfl means all Credit Losses and Fraud Losses. liggafasingaragaSagagnIgic mean the City of Fort Worth, Texas and other Texas public entitles eligible b participate Si the Program under the Ad and that taw been approved by the Rank for pertickfelion. 'Pargagenr means the Client or a Tux public entity approved by the Bank 10 participate under the CommemcS Card Purchasing and Single Use Account programs provided to Client under this Agreement and which have executed an agreement in the bum as attached hereto as 'Exhibit C' (the'Particdp4lon Aonartis ee) or In such other form as provided by the Bank from time to time. eltlemar. Terms" mean the combination of the number of calendar days in a biifing eyrie and the number of calendar days following the end of a biding cycie to the date the payment is due. Satliernsrt Tema are expnaead as X & Y. where Xis the number of calendar days in the bkgkg cycle end Y 1s the number of calendar days fatiowkq the end of a billing cycle to the date the payment is due. -Single Use Charm Volume means total U.S. dolly charges made on a Vital Single Use Account used in connection with the Single Use System, net of nitwits, and extludlng Large Ticket Tnnsacdons, cash advances. ',modulate charges and any transactions that do not qualify for Interchange under applcable Aseoctatdon rube. Ninual Shane Use Ate' men a Cad -less Account used Ni connection with a mingle unique transaction. P s3arn REDATEI' Yolggte Rebate — P1llchasMs and Sinai! tin Account 1E-Payables Solutlft 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 will be catuiated as the Rebate Rate tines the annual Participant's respective Combined Charge Volume. NOTE: In yew 1 of this Agreement (8131/2010 — N3012011), Bank will assume Charge Volume of 5200.000,000 and pay at the .95% and I•50% rebate levels based on the Participant's current annual volume. Fa eacft year thereafter, the Consortium rebate will be pald pet the grid below. TEXAS PAYMENT CARO CONSORTIUM (lndlvfduat Pardclpant Volume Odd) 'Combined Purchasing Card Program Consortium Charge Volume IsooK • 111MM S110M a greater Under S25,000.000 0.75% 1.25% S25.000,000 0.80% 1.50% $75.000,000 0.85% 1 1.55% 5 150,000,000 0.90% 1.57% 5200,000.000 0.95% 1.50% s300.000.000 1.00% 1.80% s500,000,000 1.02% ( 1.01% 'Combined Charge Volume for sarh Participant will begin to maim on ohm first day of the month folks/Mg the date the Participation Agreement 1s executed. Sinai* Use AccountlE-Pavablea Solution) Reba Bank Mil pay the Parddpant a robot* based on the annual Single Use Charge Volume achieved as Indicated bebw. The rebate will be calculated as she Indicated Rebate Rate times the annual Single the Charge Volume. II Participant achieves $1.000,000 410.000.000 In Single UM Charge Vohrms, the rebate rate Is 1.24% If Padlclpent achieve, Single Use Charge Volume greater tun $10,000,000, the rebate rate Is In accordance with the rebate grid above. NOTE: Participants with Single Use Account Charge Volume leas than $1.000.000 SSI not be implemented. Avenue Payment Trtrme Etyt The Bank will pay Clint an additional rebate based an its Average Payment Terms throughout the yew. tf, on average. payment for the prior period foal balance Is received In fewer days from cycle and than required under the terns of this Agreement. an Average Payment Terms escalator of 0.01% per AS day of early payment will be earned. Pellcioant Reawltrror 1 _cant gggge For Participants with program spend of under $10 million annually, the smarfdNa reporting solution will be implemented. Participants with annual spend of $10 million or above can select the Barth PaymetNut reporting pletfotm or amartdda P 4/173 Bank well pay the Participant an annual rebate based on annual Average Large Ticket Transaction Size and annual Large TTCket Transaction Vatting according to the following schedule. when the respective Participators 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 REBATE TICKET RATE (%) TRANSACTION SIZE $4500•$4999 .85% $5000 - $7499 .60% $7500 • $9,999 .55% $10,000 - $141999 .50% $15,000 - $19,990 .45% $20,000 - $24,999 .35% $25,000 - $99,999 .30% $100,000+ f 0.15 'In me event of a redudfon In Interchange rates by the Associations, the Bank reserves the right to ntaby adjust the rebels rates accordingly. ralOs Rebate Term, Rebates w)il be calculated annuafy in arrest. Rebels amounts are subject tg nedUCSOIS by all Losses. if t.o M. MOS m. rebels e.mod for any Contract Year, Sank *14 invoke the respective Participant for the amount In excess d the rebate, which amount shah be payable within thirty (30) days of receipt of the Manias Upon tembnation of the Program, the Losses for the sbamaW, 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 then one program. Bank reserves the right $ offset any Losses from one program against arty rebate earned under any other program. Rebate payments will be made within 90 days alter the end d the previous Contract Year vie wire transfer to an account designated by the Participant. To qualify for any rebate payment all of Urs following conditions apply. a. Settlement of any centrally billed scrounge) must be by automatic debit or by the Participant Initiated ACH or wire. b. Payments must be received by Bark in accordance with the Sediment Terms. Delinquent payments shall be subject to a Past Due Fees as specified below. Sstttenrs * Temps are 30 Ja 14 for both the purchasing and single use account programs c. The Participant must maintain a sebsfaerory Barer credit risk rating (Investment grade equivalent). d. The Participant is not In Default under the Agreement Pan 6all13 Fess Schedule - for Programs using the Smartdata System The following are the fees associated with our purchasing card and single 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 rsplacams* Card reinstatement t Emergency (rush) card ...., . Return check (payment) ACH return Document retrieve, I Duplicate statement Currency carmen/on nee Dormant credit balance fee Over -limit fee MiscaHaneous fear France Charge Basic ptsetic Custaner logo — Cush:mixed plastic Training at Bank's site ,raking al your slugs) L Paper statements Electronic payment fee Custom repo/ttnghnapper programming/post- loader 50.00 2.0% (5100 minimum) 2% of check amount (51.501chedk minimum) 50.00 - -- $0.00 50.00 per card 525 per cad if effected through the Bank. H effected through the association, Client shall pay any fees charged by the association. S15 per return $0.00 Olepute-related: WOO Noo dlsptrletslatet se per document IS per statement 1%% surcharge (association pass through) 50.00 50.00 INone Prime • 2% is applied to the average daily. which fa caiculsd as follows: (past due balance • any never spend) / number of days in cycle. Ws to charged on the cyds date. S0.00 S500 per logo for any newly designed toga No fee to apply a current logo on a new Mask. At cost (pane -trough). based on complexity of design, subset b a 1.000 cod nlnkmun 50.00 (cussomer THE not included) $1,550rday $0.00 $0.00 SDOL custom mapper priced by MasterCard; peas -through charge Page 1 al I 1 File transfer uskp FTP PaymentNet setup tea i Smartdats setup tea Daly— $500.OWmondt Weekly-- S250.00hnonth e1•we hy--,it25.00 ,,onth Monthly--$75.00Anonth Waived SOOL monthly maintenance tee 150 par program pat month - WANED after a Participant reaches 1500,000 annual spend during a Contract Year SOUL real time $0.00 Should the Participant request services not in head schedule, the Participant agrees to pay the fees associated with such services. Porp 7d'3 it, Fees Schedule - for Programs Using Sank's PaymentNel Solution The following are the fees associated with our purchasing card and single use account programs In the United States: PROGRAM FEES IAnnuai card fee Cash advance tee Convenience check fee Rejected convenience check Convenience check stop payment Standard card rsplacernent Card reinstatement Emergency (lush) card replacement Return check (pal) ACM return (Document retrieval Duplicate statement Currency conversion fee Dormant credit balance fee Over -lime fee Paicetianeeuw fees FAST -DUE FEES Late fee Finance Charts UNkigwncy fee CARD DESIGN Baal: sued* Customer logo Plastic Customized plastic TRAINING AND CONSULTING Training at Sank's site Trainng et your site(s) TECIHNOL0GY SERVICES PeymentNet setup fee EDI setup/transmission 2.5% ($2.50 minimum) 2% of check amount (31.50/check minimum) 30.00 per occurrence $0.00 30.00 per card 30.00 $25 per cad if effected through the Bank. It effected through the associaton, Client shah pay any fees charged by the association. 315 per return 320 per return Disputareiated: 30.00 Non-dispulavdatad: 3 copy requests free, then $5 par copy request 35 per statement 1% surcharge (association paaWxaugh) $o.00 i0.00 [fase-Uvough charges for other specielheed seMcea ( fee) Centro 13 j: 1% of unpaid balance at cycle: charged on cycle data Nona 2.5% d the futl amount pat du. (30- & OO day«) at cycle and each cyeda themallen charged on cycle data. S0.00 3300 per logo for any nasty designed logo. No fee for existing logos on new ptastics. $1 per card. subject to a 1.000 card minimum for any new cards $0.00 (customer T&E not Included) I30.00 fa hat swain additions. sessions ® 111,550fday Waived Pass -through on at setup and development ousts Page a d +3 �1 l Paper statements 10.00 Electronic payment fee 10.00 Custom reporting/mapper programming/poet- S250 par hour ($1.000 minimum) bader OPTIONAL PROGRAM/TECIINOLOGY SERVICES File transfer using FTP gauy-3500AnwNh Weekly—$250/manth 81-weekly--4125lmonth Monthly—$75hnonth Should the Participant request services not In this schedule, the Participant agrees to pay the tees associated with such services. Pas 9dr3 • EXHIBIT B SINGLE USE ACCOUNTS ADDENDUM in consideration of the mutual P omises and upon the tams and conditions herein. Bank coil delver to the Texas Payment Card Consortium Participant the Network Services described below: DeftnfNons. Temps defined In the singular shag Include the plural and visa versa, as the context requires. .'Single Use Account(.)" means a lb -digit commercial card number issued to the Penicipevd in connection with a Single Use Transaction and Single Use Account stall be construed to be an Account es defined in the Commercial Card Agreement. "Intellectual Properly Rights" means patent rights (Including patent applications and dtsctosuros}, copyrights. trade secrets. Marks (including registrations and application* for registration* thereof), know -tow, inventions and any other intellectual property or pmpriatsty rights recognized in any cou nby a jwiadIcSoo in the world. "Network" mess the Bank's Internet based Ordain for exchanging electronic cammerrd t card parynisM Information date between the ParticipsM and Nor Suppliers and merchant processors related to commercial cad 'attired. "Network Security Procedures" men the digital cediscstas, user Sown Identifications, passwords, approval limits or other security devices, whether Issued or made evadable by the Bank or a third party, for use by the Bank and the Participant In authenticating Nativist users and Payment Instructioons initiated by the Panic/part viaa the Network. "Network Serv$c a meats the software hosting services, implementation services, training services, support services, andlor consulting services, provided by the Bank to the Participant under this Addendum. "Paymentork instruction" uesting the Bank is anan instruction t Single sate by the toPthe Supper � Ms integration or via the user kitMtace, to the Bank via the "Single use Program" mess the couched i card management system composed of Single Use Account controls, and reports to faciaate purchase* d and payments for, business goods end services. "Supplier" means an entity that is enrolled in the Network to exchange and process transaction date (Sating to payments with the Pargcipan and to receive ccxnmecW card payments through the Network "Single use Transit:don" means a purchase, payment, fee, charge or any other acttvfy that results in a debit to a Sine Use ACCOrre end shall be construed to be a Transaction as defined in the Agreement In connection coil get Pregam * participation In the Single tise Program, Me Parkipent may initiate and request through the Single Use Program, Sloan use Account(*) to be used for payment d Single Use Transactions and must provide to the Bank ail required data for processing of single the Transactions. The Single Use Accounts aro non -transferable and non,asslgnab 4. The Singh use Accents shell remain the property of the Bank. Participants steal receive a pato* Sternest d the Single Use Account Transactions. The Participate shall bs liable for al Simple Use Account Transactions on all Single Use Accounts. Statements will be made avallatde to tie Participant either delvaad to a U.S address or In electronic form. 2. During the term of this Addendum and attest to the Partloipem's performance of Its obegadons hereunder, the thank wig maintain the Network and show the Paticiparit to access the Network for its interned use. The Bank reserve* the right et any time to revise or modify the Networtes functionalit% ipec(Ncados, androt capabilbas. The Participant acknowMdges that the Network exchanges Parent - related data between Participant aid Suppliers to enact commercial card settlement ►. Subject to the terns and conditions of this Addendum, during the Senn hereof, the Bank grants to the Participant a nonexclusive right to access the Network for the sole purport of recetvkg gee Netwok Services. The Participant has no right to provide eaves to all Network to any third party. The PartGpre may not acne the Network in any manner not contemplated herein, including providing service bureau, lmoiodaing or other computer services to third parties. The Participants rights to icons the Network wit be limited to those axpressiY granted in this Addendum. The Belk reserves el deMt title and interest in and to the Network not expressly granted to the Participant hereunder. h The Bank or its licensor(*) is and shall remain the sole and erociusiw owner of al d the proprietary features and functionally of the Network and intellectual Property Rights it and to the design, *rth*echn, and software implementation of the Network. der, neither patty shell gain try virtue of this Addendum any rights of ownership of r to bNectuu Property Rights owned for those Dawes expressly !by the other. Bank or Its licensors solely ownown el Intellectual Property Rights In any enhancements, madNlcatlas or customizations of the Network or Network Services and in any ides*, concepts, know how, documentation a techniques which ft or its rspreeenbeve* ds.Mnp or provide under this Addendum. Pan tOat13 The Bank shill have no responsibility for the terms, conditions or performance of purchase, sale, or payment transactions between the Participant and its Supplies. The Participant Is responabte for regularly inspecting the Single Use Transaction history available via the Network and promptly notifying the Bank of any enure. The Participant is solely responsible for esttMshkng, maintaining and enforcing its Internal policies and procedures In calamity with industry startderds, to safegtrsrd against the entry of unauthorized agpnovab. or Payment instructions ink) the Nelwortc. Participant agrees to matntakl the coradentrailty of ter Network Security Procedures end of any passwords, code& digital ce ifleMn, sea* devices and reeled intuadons for use of the Network. It the Participant believes or suspects that wry such Womalion or iru:audionhs have been accessed by unaudnarired persons, de Participant shall promptly notify the Bank and will advise the Bork as to the effect of the security breech on Its Invoice or payment processing procedures and the corrective actions to be taken to restore or verity security over payment processing. I++ Alt Payment Instructions submitted let the name of the Participant in tailed to a dhandcaddn pursrwt to the Network Security Procedures The Bank shall process Participant's Payment Instructions when the Payment Iratrur tione are vented by Bank pursuant to the Network &sunny Procedures. The Bank shall be entitled to rely end act upon ail hrfotmatlon received from the Perddpsnt or any Supplier In oonnedioo with a Payment Instruction. The Participant egress to be bowed by any Payment Instruction. %%tether or not author!zed, issued In the Pertictpe is name and erudiertdealed by the Bank In sw with the Network Secrtty Procedures. BANK BY: t .--,C Cl t. /�aire! /f PARTICIPANT Name -LA, tE T TRAUTH Name •,.i.+_ rr JIJttVI Telt tide Participant Attestation: Saran L. Montgomery Assistant City Manager NO M&C REQUIRED 1 a-afel (17/flcit 0 / Oh The undersigned, a duly authorized otter or rearesentehre of the Participant, does hereby certify that the Putdpsnt has been duly authorized to enter into and perform this Addendum end that is poison stgnkg above on behalf of the Puvt*ar* *hoof noeeution dad Addendum wee witnessed by the undersigned, Is an ofker, pate►, member or oder representative of the Partkpent possesskg authority to excale this Addendum. • Nemec 'Note: The person signing trio eilatet$on shell be someone Menke from the person signing above our half of the Participant. APPROVED AS TO F i AND LEGALITY By: -1 Name: Maleshia Farmer Title: Assistant City Attorney ALAI? 6; Hendrix, City S cratwoort000p att up o d 0 1'0 * e7 ooaao0 oR/ 4�Otti 0190 It d 13