HomeMy WebLinkAboutContract 35775-A7 DocuSign Envelope ID:3F884757-B50E-4928-9F7F-B943682AE8B4
CSC No.35775-A7
SEVENTH AMENDMENT TO
MASTER COMMERCIAL CARD AGREEMENT
THIS SEVENTH AMENDMENT (the "Amendment') to Commercial Card Agreement (as amended, supplemented, restated, or
replaced from time to time,the"Agreement')dated as of August 31, 2007 between JPMorgan Chase Bank, N.A.or one or more of
its Affiliates ('Bank") and City of Fort Worth ("Client') is made October 15,2021 2021 ("Execution Date") made and is
effective as of September 1,2021 (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. Amendment. Provision 7 of the Pricing Exhibit is hereby deleted in its entirety and replaced with the following Provision 7.
7. Fees
A.The following are the fees associated with U.S.Virtual Card, U.S. Purchasing, U.S.Corporate and U.S. One Card Programs on all
banks other than 1845,2234 or 2237.
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(WAIVED)
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(WAIVED)
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
If the Participant requests services not listed in this table,the Participant agrees to pay the fees associated with such services.
B. The following are the fees associated with current J.P. Morgan Programs for U.S. One Card, U.S. Purchasing Card and U.S.
Corporate Card programs implemented on banks 1845,2234 or 2237.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:3F884757-B50E-4928-9F7F-B943682AE8B4
STANDARD SERVICES AND FEES
Late payment charge Central bill: None
Individual bill:$15 late fee at the end of the first cycle(WAIVED)
Delinquency/Finance charge Central bill: Prime+2.0%is applied to the average daily balance and will be
charged on the cycle date. Average daily balance is calculated as follows:
the sum of the outstanding balances on each day in the cycle(including any
new spend,fees,and payments)/number of days in the cycle. (WAIVED)
Individual bill: Prime+6.4%is applied to the average daily balance and will
be charged on the cycle date.Average daily balance is calculated as follows:
the sum of the outstanding balances on each day in the cycle(including any
new spend,fees,and payments)/number of days in the cycle. (WAIVED)
International transaction 1%surcharge
Standard Card $0.00
A
Cash advance 2.0%of amount advanced($3.00 minimum with no maximum)
Rush card $0 if processed through Chase. If processed through the Credit Card
Network, Client shall pay any fees charged by the Credit Card Network.
Executive Card $75 annual fee per card
If the Participant requests services not listed in this table,the Participant agrees to pay the fees associated with such services.
3. 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.
4. 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
DocuSign Envelope ID:3F884757-B50E-4928-9F7F-B943682AE8B4
IN WITNESS WHEREOF,the Parties have caused this Amendment to be executed by their duly authorized representatives as of the
Effective Date.
JPMORGAN CHASE BANK, N.A.
By VwU4 SAAA.
Vincent Saia
Name
Title vice President
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.
CITY OF FORT WORTH
a.0: j,.�
By J.Chap t 8, 2115:44 CDT)
Name
Jesus Chapa
Title Deputy City Manager
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 possessing authority to execute this Amendment. Client
shall provide toc Bank immediately upon demand conclusive evidence of the authorizations described above.
By
Name Ronald P.Gonzales O FORTo1�4��
° o0000
0
Title Acting City Secretary ���►o° oO.p��
0=0,
0 0 04 �(
oo 0o G
0
000000o a
SEX Asap
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:3F884757-B50E-4928-9F7F-B943682AE8B4
AS APPROVED TO FORM AND LEGALITY
By:
Name: Taylor Paris
Title: Assistant City Attorney
Approval Recommended:
/31
By. Reginal (Oct 15,202112:07 CDT)
Name: Reginald Zeno
Title: Chief Financial Services Officer
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 reporting requirements.
By. E lid a T—c,(Oct 15,20210851 CDT)
Name: Elida Torres
Title: Management Analyst I
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign
Certificate Of Completion
Envelope Id: 3F884757B5OF49289F7FB943682AE8B4 Status: Completed
Subject: Please DocuSign: City of Ft Worth-SEVENTH AMENDMENT.2021.10.13.docx
ECID:na
Request#(IR#;Service Portal Case#, CardPro#etc):
Source Envelope:
Document Pages:4 Signatures: 1 Envelope Originator:
Certificate Pages:5 Initials: 0 Douglas Miller
AutoNav: Enabled 1111 Polaris Parkway
Envelopeld Stamping: Enabled Columbus, OH 43240
Time Zone: (UTC-06:00)Central Time(US&Canada) douglas.miller@jpmchase.com
IP Address: 159.53.46.200
Record Tracking
Status: Original Holder: Douglas Miller Location: DocuSign
10/14/2021 10:33:20 AM douglas.miller@jpmchase.com
Security Appliance Status:Connected Pool:JPMC Security Pool
Signer Events Signature Timestamp
Vincent Saia � � Sent: 10/14/2021 10:34:02 AM
vincent.x.saia@jpmorgan.com Vl Scua. Viewed: 10/14/2021 10:35:11 AM
Vice President Signed: 10/14/2021 10:35:54 AM
JPMorgan Chase Freeform Signing
Signature Adoption: Pre-selected Style
Security Level: Email,Account Authentication
(None) Using IPAddress: 159.53.46.166
Electronic Record and Signature Disclosure:
Accepted:2/15/2021 9:58:22 AM
ID:53f48c85-ab64-4d94-9a5f-773bf20288a2
Company Name:JPMorgan Chase
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/14/2021 10:34:03 AM
Certified Delivered Security Checked 10/14/2021 10:35:11 AM
Signing Complete Security Checked 10/14/2021 10:35:54 AM
Completed Security Checked 10/14/2021 10:35:54 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 11/20/2020 8:18:43 AM
Parties agreed to:Vincent Saia
CHASE . J.P.IMOrarr
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
This Electronic Record and Signature Disclosure ("Terms") sets forth the terms and conditions
upon which JPMorgan Chase Bank, NA or its affiliates ("JPMorgan")will accept a document
signed by an authorized person ("Authorized Signer") of a customer("Customer") of JPMorgan,
using an electronic signature ("E-Signed Document"). Neither Customer nor JPMorgan are
obligated to use or accept electronic signatures. The Customer may request that a document
presented to it through a Platform be provided for manual signature. JPMorgan may require that
the Customer provide a document or instruction manually signed by an Authorized Signer along
with evidence of the Authorized Signer's authority to execute such document or instruction.
1. Eligible Platforms.
JPMorgan only accepts E-Signed Documents signed through e-signature platforms (each, a
"Platform") acceptable to JPMorgan on the terms set forth herein. A list of Platforms is available
from JPMorgan upon request.. JPMorgan may accept E-Signed Documents signed through a
Platform in instances where the signing event was initiated by JPMorgan or internally by the
Customer. E-Signed Documents signed through a Platform must include a signature panel or
other indicator evidencing that the document has not been modified since the signature was
applied and a certificate of completion or audit trail providing details about each signer on the
document, which must include, at a minimum, the signer's email address and timestamp
("Completion Document").
2. Configuration of Platforms.
The Customer is responsible for its own use and configuration of each Platform. Security
features (including,without limitation, encrypted messages, additional authentication
requirements or features designed to prevent a document from being reassigned to another
individual for signature) are included on the Platform for the benefit of the Customer (including,
without limitation,to mitigate against fraud). By choosing not to use (or, in the case of
encryption, not having the capability to use) any one or more security features, the Customer
accepts the risks associated with not using such security measures. JPMorgan is not liable for any
loss suffered by the Customer as a result of the Customer not using such security measures. The
designated recipient of an email received from a Platform may not forward such email to another
person for e-signature. If a document is misdirected, the recipient should contact JPMorgan or
use functionality within the Platform to reassign the document to an Authorized Signer. The
representations and warranties given by the Customer in these Terms will in no way be affected
by a Customer's choice not to use a security feature.
3. Authority Documents; Personal Data.
The Customer has separately provided JPMorgan with documentation (i) showing or certifying
the authority of its Authorized Signers to sign documents on behalf of the Customer and(ii)
containing the correct name, business email address, and telephone numbers ("Personal Data")
for each Authorized Signer("Authority Documents"). The Customer represents and warrants that
the information contained in the Authority Documents is accurate and complete, and that the
Customer will promptly notify JPMorgan if there are any changes to the Authority Documents,
including if an Authorized Signer's authority is modified or revoked. JPMorgan is authorized to
rely on the information set forth in the Authority Documents until it receives and has had a
reasonable time to act on such notice. In instances where JPMorgan initiates the signing event,
JPMorgan will share Personal Data with the Platform for the sole purpose of facilitating the e-
Signing process, and the Customer and Authorized Signer hereby, and by executing an E-Signed
Document, consent to the sharing of such information and waives (to the extent permissible) any
restrictions on sharing such information under applicable law. Personal Data will be kept by the
Platform for the duration of the e-Signing process and will be deleted after a period of one year.
4. JPMorgan's Review of E-Signed Documents.
Upon receiving an E-Signed Document, JPMorgan will review the applicable Completion
Document and current Authority Documents to (i)to verify that the signer of the E-Signed
Document is an Authorized Signer, and(ii)verify that the email address associated with the
electronic signature on the E-Signed Document is the email address of an Authorized Signer.
JPMorgan will not verify whether the electronic signature in an E-Signed Document matches the
specimen signature held by JPMorgan. The Customer agrees that verification of each E-Signed
Document in accordance with this paragraph shall be deemed as prima-facie evidence of its
having been duly executed by the Authorized Signer whose electronic signature appears thereon.
5. Customer Representations and Warranties; Acknowledgements.
The Customer represents and warrants on a continuous basis that(i) each E-Signed Document
has been validly executed by duly Authorized Signer(s) in accordance with the requirements of
applicable law in the Customer's place of incorporation and, to the extent relevant, the
Customer's constitutional documents; and (ii) each E-Signed Document constitutes a valid, legal,
enforceable and binding obligation of the Customer. The Customer acknowledges that JPMorgan
has relied on the foregoing representations and warranties when accepting E-Signed Documents.
The Customer confirms that each E-Signed Document constitutes an electronic record
established and maintained in the ordinary course of business and an original written record
when printed from electronic files. Such printed copies will be treated to the same extent and
under the same conditions as other original business records created and maintained in
documentary form.
The Customer represents and warrants that it has commercially reasonable policies and
procedures intended to prevent unauthorized access to email messages delivered to any
Authorized Signer at the Authorized Signer's business email address, which include the
following: (i) each Authorized Signer is assigned a unique business email address; (ii)the
Authorized Signer's access to the business email account requires at least the use of a unique
username and password; and (iii) the Authorized Signer is required to maintain the security of
the log-in password and other security used to access the business email account and not to
reveal them to any other person.
6. Limitation of Liability; Indemnification.
JPMorgan assumes no responsibility or liability arising from operation of a Platform or the
transmission, treatment or storage of any data by a Platform, including,without limitation, any
Personal Data. In consideration of JPMorgan accepting E-Signed Documents,the Customer
indemnifies and holds JPMorgan, and its agents, employees, officers and directors,harmless
from and against any and all claims, damages, demands,judgments, liabilities, losses, costs and
expenses (including attorneys' fees) arising out of or resulting from JPMorgan's reliance on
these Terms or on an E-Signed Document executed on behalf of the Customer.
7. Governing Law.
These Terms and any non-contractual obligations arising out of or in relation to its terms shall be
governed by the governing law and forum specified in the related E-signed Document,provided
that when there is no governing law specified, these Terms shall be governed by and construed in
accordance with the laws of New York and disputes arising out of or relating to its terms or any
non-contractual obligations arising out of or relating to its terms will be submitted for resolution
to the exclusive jurisdiction of the courts of New York,NY,without reference to the conflicts of
laws provisions thereof. The Customer agrees that Personal Data will be subject to the laws and
legal procedures of the jurisdictions where Platform's databases are located and to the Platform's
data retention policy.
8. Entire Agreement.
Except as otherwise agreed,these Terms shall constitute the entire agreement between JPMorgan
and Customer with respect to the use and acceptance of electronic signatures. Therefore, any
terms and conditions displayed through a Platform, on the Platform's website, or on the
Customer website, or any other Customer terms and conditions,related to the use and acceptance
of electronic signatures shall not be binding on JPMorgan or the Customer.
These Terms do not apply to Customers in connection with accounts and/or services provided by
CB "J.P. Morgan Bank International" (LLC).
If you agree to these terms and conditions, please confirm your agreement by checking the `I
agree' box on the banner ribbon on the web page where you accessed this Consent.
By checking the 'I agree' box,I agree that:
• The documents that are subject to this Consent are solely for business or commercial
purposes.
• You are under no obligation to deliver future documents electronically.
• You can convert any paper document into electronic form and destroy the original paper
document or convert any electronic document to a paper document. The retained form of
a converted document shall be deemed to be an original for all purposes. Any converted
document shall remain fully enforceable in accordance with its terms. Destroying the
original paper document evidencing a debt, or converting such a document from one form
to another, will not constitute forgiveness,novation or cancellation of the debt.
If there is an inconsistency between this Consent and any provision of another document,
the terms of this Consent will prevail
I can access and read this Consent and each document delivered to me electronically
through the DocuSign system.
I can print this Consent on paper or save it for future reference and access.
I consent to receive documents electronically through the DocuSign system and any and
all documents electronically signed by me are valid and enforceable as if they contained
my original signature.