HomeMy WebLinkAboutContract 42277 FORT WORTH CITY SECRETARY
CONTRACT NO.
COOPERATIVE PURCHASING AGREEMENT
This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of
the date written below between the City of Bonham (" the City") and the City of Fort
Worth, Texas ("Fort Worth").
WHEREAS, both "the City" 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, "the City" 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, " and Fort Worth agree as follows:
SECTION 1. The purpose of this Agreement is to provide "the City" 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
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laws, ordinances, rules and regulations.
SECTION 6. This Agreement may be terminated by either party, without cause or
penalty, upon not less than thirty days written notice to the other party.
SECTION 7. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party must not be
employed in the interpretation of this Agreement or any amendments or exhibits hereto.
SECTION 8. If any action, whether real or asserted, at law or in equity, arises on the
basis of any provision of this Agreement, venue for such action shall lie in state courts
located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division. This Agreement shall be construed in
accordance with the laws of the State of Texas.
SECTION 9. If any term or provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity or enforceability of the remaining terms or provisions
of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or
unenforceable term or provision, the parties shall endeavor to agree to a legal, valid or
enforceable term or provision as similar as possible to the term or provision declared
illegal, invalid or unenforceable.
SECTION 10. Execution of this Agreement does not obligate "the City" 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.
2
EXECUTED this 6th day of_August , 2011.
CITY OF FORT WORTH CITY OF BONHAM
1000 Throckmorton Street 514 Chestnut
Fort Wort , Texas 76102 nham,Texas 75418
By. B/7 (�
Karen L. Montgomery 9Cor . Alexander
Title: Assistant City Manager- Title: City Manager
APPROVED AS TO
FORM AND LEGALITY:
Assistant City Attorney Entity
.r
Contract Authorization
Marry Hendrix, City Secretary
Date
Date v t
—\
OFF1 it 1. Ri fX)RIDI
i ARY
Official site of the City of Fort Worth, iexa,
CITY COUNCIL AGENDA FORT IVORTII
COUNCIL ACTION: Approved on 1/15/2008
DATE: 1/15/2008 REFERENCE NO.: **P-10710 LOG NAME: 30
CODE: P TYPE: 13P07-0130
CONSENT PUBLIC HEARING: NO
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 Government 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.
!itm1:file://C:\Documents and Settings\jacksom\My Documents\JPMorganChase P Card\P Card AurePmP 0/7/IAI
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 material effect on City funds.
BQN\07-0130\KDK
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Head: Lena Ellis (8517)
Additional Information Contact: Jack Dale (8357)
ATTACHMENTS
ihtm1:fi1e://C:\Documents and Settings\jacksom\My Documents\JPMorganChase P Card\P Card Agreeme... 9/7/2011
S
CITY SECRETARa127 CONTRACT NO.
COMMERCIAL CARD AGREEMENT
This Commercial Card Agreement (the "Agreement") is entered into as of
between City of Fort Worth,a Home-Rule Municipal Corporation,situated in Tarran f , Wise,
Counties, Texas (the "Client"), and JPMorgan Chase Bank, N q a national banking association.
t, Denton,Parker,and Wse,
Commencing on the date of this Agreement,the Bank and the Client hereby azagree that the Bank will provide the
Commercial Card Program, as hereinafter defined, and the Clie
terms and conditions of this Agreement. 'It may participate in the Program subject to the
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 an 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 Requestmeans a written or electronic transmittal
Card(s)or establish an Account(s). from the Client, requesting the Bank to issue a
"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
management,and approval of cash transactions. used in connection with the processing,
"Convenience Checks"means a check written against an Account.
"Contract Documents" means this Agreement in conjunction with Ci
Addendum #1 thereto, and Bank's Proposal submitted in response to RFP No. 07-0068
.Addendum#1 thereto, of Fort Worth RFP No. 07-0068,
and Bank's Proposal are each incorporated herein by this reference. RFP No. 070068,
"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 t
charge Transactions to an Account.
0
1p'"(Uan Chave Bank,N A
Page 1 of 16
f -
"Corporate Liability" means the Client is liable for all 'Transactions on an Account and such liabi
as agreed to by the parties and reflected on the Bank's records and subject to this Agreement. lrty shall be
"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 Da
then the following Business Day or preceding Business Day,as systems may require or such other
Bank may specify. Y.
period as the
"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,
compromised. stolen, misappropriated, improperly used or
"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 unr
Association and the Bank. egistered service marks of the Client, the
"MasterCard"means MasterCard International,Inc,
"Program" means the commercial card system composed of Accounts, Card-use controls, and re
facilitate purchases of and payments for, business goods and services, established in connection with the
Contract Documents. Ports to
"Program Administrator"means
security functions an individual authorized by the Client to perfoim various adminis
in connection with the Program and System. Native and
"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 Banc. 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
Client and agreed to by the Bank from time to time. Any Cards and an
to a U.S. address of the Client or Cardholder unless otherwise a y be elected by the
non-assignable. The Cards shall remain thePropertyy The Accounts
statements will be delivered
greed. The Accounts are non-transferable and
of the Bank.
B. The Bank may investigate the identity of the Client and an
proposed
obtaining, verifying, and recording personal identifying information, andmayif reasonably nece33dholder byary 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.
)Phtorgan Chase Hank,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
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 ui ed b omitting a Card
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 formate by esnc ' and
other
method as may be mutually agreed to by the parties. By submittin
the Bank that the information contained therein is consistent with the Client's own records concerning the fisted g any Card Request, the Client represents to
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 LendingAct. Th
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 securityP d
and dissemination of Accounts. precautions to safeguard Accounts in connection with their storage,use,
B. Notify each Cardholder that the Accounts are to be used only for business purposes consistent with th
Client's established policies. e
C. Clearly disclose to each of its Cardholders the extent, if any, to which the B
Transaction and Account information to third parties.
Bank will provide
D. Make commercially reasonable efforts to (i) maintain a process ensuring timely and accurate
reimbursement of all business purchase transactions to its Cardholders a not exceed the Credit Limit or permit
Cardholders to exceed the Account Credit Limits,and(iii)collect and any Cards it no longer requires connection with this program.
9 in
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
stolen,misappropriated,improperly used or compromised. or suspects has been los
G. Comply with all requirements of any corporate liability waiver coverage.
associated with an Account for which a corporate liability waiver is requested shall become
payable. Any balance outstanding
immediately due and
H. Notify the Batik of any Transaction the Client disputes within s'
Cycle during which such Transaction is charged to the Client. The Client will use commercially reasonable
sixty (60) days of the last day of the
efforts to assist the Bank in attempting to obtain reimbursement from the Merchant. The Bank will
commercially reasonable efforts to assist the Client in attempting to obtain reimbursement from the Merchan
provided, however, the Client understands that no chargebacks will be use
Account usase where a Car�older's ar.+P �4 granted for Transactions resulting from
such Account. The Client or Cardholdershall nOt ot be rel eved of'liabili for
—� d°r w erg there is no Card associated with
chargeback is rejected. The Bank shall not be liable for an ty any disputed Transaction if the
Transaction is received from the Client more than six
Y Transaction where o notice le the disputed
such Transaction is charged to the Client. The Client shall not make a claim against the Bank sixty (60) days after the last day of the Cycle d
any amount because the Client or theusing Y have a Y wring Which
goods or services purchased from such Merchant which has honored the Card for thawith
p anye.
or refuse to pay
y Merchant as to the
4. Liabilities of the Client.
A. Regardless of any established Credit Limits or Account Credit Limits, the Client agrees to a and
perform when due all of its obligations,including without limitation:
IPRforgan Chase Banit N A Pay
Page 3 of 16
i) With respect to Corporate Liability Accounts, the Client shall be liable for all amounts owing and
payable under or in connection with each such Account and this Agreement. The Client shall make payment
as specified on Exhibit A for all Transactions posted to a Client Account as reflected on a periodic statement
no later than the payment date(the"Payment Date"). If such Payment Date is a Saturday, Sunday, or Bank
holiday,the payment shall be due on either the previous or the next business day as specified on the periodic
statement. If all or any portion of a payment owed by the Client is not received by the Bank by the Payment
Date, then any amounts outstanding shall be subject to the late fees and delinquency fees as specified on
Exhibit A until payment in full of all such amounts.
B. The Client shall immediately notify the Bank by phone of any Account that the Client knows or
suspects has been lost, stolen, misappropriated, improperly used or compromised. The Client will be liable for
all Transactions made on an Account prior to notification of such lost,stolen,misappropriated, improperly used
or compromised Account. The Client will further be liable for Transactions after such notification has occurred
if such Transactions result in a direct or indirect benefit to the Client or any Cardholder.
C. The Client's obligations shall be enforceable regardless of the validity or enforceability of a
Cardholder's obligations. The Client waives any defenses based upon any
i) exercise,delay or waiver of any right,power,or remedy under any Cardholder Agreement,
ii) bankruptcy or similar proceedings,or any discharge,affecting a Cardholder,the Client,or others,
iii) modification of any Cardholder Agreement,
iv) settlement with or release of any Cardholder,and/or
v) action,inaction, or circumstance(with or without the Client's notice,knowledge,or consent)that varies
the Client's risks or might otherwise legally or equitably constitute discharge of a surety or guarantor.
D. Payments under this Agreement shall be made in U.S.dollars drawn on a U.S. bank or a U.S.branch of
a foreign bank.
E. If the Client elects to add Convenience Check capabilities to any Account, the Client will be liable for
the amount of all Convenience Checks used in connection with such Account.
F. If the Client allows a Client Vendor to charge Transactions to an Account, the Client is solely
responsible for instructing such Client Vendor in the handling and processing of Transactions. Client Vendors
are for all purposes agents only of the Client and not of the Bank. No fee shall be payable by the Bank to any
Client Vendor for performing any services.
The Bank may require the Client to deliver to the Bank authorization information for each Client Vendor
including, but not limited to(a)the name and address of each authorized individual of the Client Vendor, and(b)
such other information in such format as the Bank may in its sole discretion require.
Me 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
JPMorgan Chase Bank,NA
Page 4 of 16
Account Credit Limit, the Client and/or Cardholder shall pay all amounts exceeding
the Cr
Account Credit Limit as applicable, g edit limit and/or
B. If not publicly available through the Securities and Exchange Commission, the Client shall provide the
Bank with copies of its consolidated audited financial statements, including its annual income statement and
balance sheet,prepared in accordance with GAAP, as soon as available and no later than 120 days after the end
of each fiscal year. The Client shall provide such other current financial information as the Bank may request
from time to time. If applicable, the Client will notify the Bank within five Business Days of any change in the
Client's bond rating. The Bank shall be entitled to receive, and to rely upon, financial statements provided by
the Client to Bank affiliates, whether for purposes of this Agreement or for other purposes.
C. The Bank at any time may cancel or suspend the right of Cardholders to use any Account or Accounts,
or decline to establish any Account. The Bank may,at any time, increase or decrease any Account Credit Limit
or the Credit Limit,modify the payment terms,or require the provision of collateral or additional collateral.
D. The Bank may from time to time require MCC authorization restrictions in connection with the
Program,
E. Notwithstanding the foregoing,the Bank shall not be obligated to extend creditor provide any Account
to the Client or any Cardholder in violation of any limitation or prohibition imposed by applicable law.
6. Programs and System Access.
A. The Bank shall provide the Client with password-protected daily access to Account and Transaction
data, reports, and account maintenance functions through use of an Access Code. The Bank shall assign an
initial Access Code to the Program Administrator. The Program Administrator shall create and disseminate
Access Codes to Authorized Users. Such access shall be provided in accordance with such manuals, training
materials,and other information as the Bank shall provide from time to time.
B. The Client agrees to be bound by and follow the security procedures, terms and conditions that the
Bank may communicate from time to time upon notice to the Client
C. The Client shall safeguard all Access Codes and be responsible for all use of Access Codes issued by
the Program Administrator. The Client agrees that any access, Transaction, or business conducted using an
Access Code may be presumed by the Bank to have been in the Client's name for the Client's benefit. Any
unauthorized use of anAccess Code
responsibility of the Client. (except for unauthorized use by a Bank employee) shall be solely the
D. The Bank is authorized to rely upon any oral or written instruction that designates an Authorized User
until the authority of any such Authorized User is changed by the Client by oral or written instruction to the
Bank, and the Bank has reasonable Opportunity to act on such instruction. Each Authorized User, subject to
written limitation received and accepted by the Bank, is authorized on behalf of the Client to: open and close
Accounts,designate Cardholders,appoint and remove Authorized Users,execute or otherwise agree to any form
of agreement relating to the Program, including, without limitation, materials related to security give instructions, by means other than a written signature, with respect to anty Procedures; and
designation of Cardholders, or appointment of Authorized Users and an y Account opening
operation of the Pro y other matters in connecon with he
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
Transaction data, without representation or warranty to such third parties identified in such instructions. the
7. Representations and Warranties. Each patty represents and w
legal, valid and binding obligation enforceable in accordance with its terms, and that execution and performance Party with
of this Agreement(i)do not breach any agreement of such warrants that this Agreement constitutes its
any third party, (ii)do not violate any law,
JMforgan('horse f3ank.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,time. The fees initially applicable are specified in Exhibit A attached hereto. The Bank may change the fees and
charges payable by the Client at any time provided the Bank notifies the Client at least thirty . from time 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. (30)days prior to
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
discretion. upon
successively renewed for up to two one-year terms the anniversary of the effective date at the City's sole
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
Bank may refuse to allow further Transactions or revoke any of the Accounts at any time and for any reason.
thirty(30)days of Client's receipt of said notice. The
B. The Client may terminate this Agreement and/or cancel any of the Accounts at any time and for an
reason. The Client shall immediately pay all amounts
and destroy all physical Cards furnished to Cardholder wing under this Agreement,without set-off y
or deduction,
such amounts paid. In the event collection is initiated so. The Bank will assign the Clientall its rights concerning
Aa
reasonable attorney's fees. Sections 2.B,3.D,3.F,3.Gby the Bank, the Client shall,3.H,4,S.A,8, 11, 12, 13, 14, 16A, 17liable for.C, 17.F, 17.G,
this Agreement.
payments of
, 17.
17.K,and 17.M shall survive the termination of
12. Default. As used herein, "Default" includes (i) the Client failing to remit an
required by this Agreement; (ii) either party filing or sufferinga Y Payment to the Bank as
receivership, reorganization, liquidation, dissolution, petition as debtor in anbankruptcy,
assignment for the benefit of creditors; default by the Client under or e any materr similar pialcdebtnowed to making Bank
related entity;(iv)any material adverse change in the business,operations or financial condition of the Client.
Y Bank
13. Remedies and Damages Upon the event of a default either
party to Section 12,or the Bank may,at its sole option,suspend its services or obligations. In the event of terminatio
Bank reserves the right to declare all obligations of the Client hereundermay terminate this Agreement pursuant
event shall termination or expiration release or discharge the Client from ills oblig t on and ayabl11 amuno
n
payable under this Agreement.
ts
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
m
in conformity with general banking usages or is otherwise a comercially reasonable practice of the bank'
ng
industry. The Bank shall not be liable for anspecial,
advised of the possibility of these damages. T'triprisir n shall survivrdirect or congterminuentialati o of thisvAB,reemehas nt 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
h hand-delivery below:
very or via U.S. Postal Service certified mail, postage prepaid, to the address of the other p�
shown below:
Ply
IPMorgan Chase Bank,N.A.
Page 6 of 16
To the Bank: JPMorgan Chase Bank, N.A.
300 South Riverside Plaza, Suite IL 1-0 199
Chicago,Illinois 60670-0199
Attn: Commercial Card Contracts Manager
To the Client: City of Fort Worth
Financial Systems Division
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn:Procurement Card Administrator
16. Confidenliality. 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 informationa
received, (b) thereafter becomes lawfully obtainable from other sources, (ciregtiired to be discls already lawfully osed to,ohien
any document filed with the Securities and Exchange Commission, )isbanking 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
employees, consultants,agents, and other representatives(collectively, "Representatives") who will have access
to confidential information about these obligations. A per'shall advise all
e Transactions.
Representatives involved in this Agreement, the Program,Pam' shall disclose confidential information only to its
Agreement,each party shall,at its option,return,destroy or enderthun able,and discontinue use of all copies of
the other Pon termination of this
party's Confidential Information upon request of the other party. The
may, because of State law, system requirements or as may be required by its own record keeping party receiving such request
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 P g requirements,
provisions. The Bank may exchange Client and Cardholder confidential information with affiliates. The Bank
party shall certify its compliance with the foregoing
may also disclose confidential information to service providers in connection with their supporting the Bank's
provision of Program services. Such providers shall be obligated to keep that information confidential under the
same terms and conditions as set forth above obligating the Bank
information concerning the Client or Cardholders with credit reporting agencies and merchants an
The Bank may exchange credit or other
of Cardholder information, with the Client), including but not limited to information concerning Transactions,
payment histo (and, �the case
history, reimbursements, and employment status and location. The Bank may
make an adverse report to credit reporting agencies if a Cardholder fails to pay or is delinquent dad tion
Account.
PY gan
17. Miscellaneous.
A. Except as otherwise provided herein, neither party shall use the name or logo of the other
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 herebyPAY without
g'r'ants 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 is 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
or any other rights for any purpose. construed as a waiver of those rights
C. Nothing in this Agreement shall constitute or create a partnership,
relationship between the Bank and the Client. To the extent either rt rat venture, agency, or other
itself or for the other party as required by this Agreement, the P undertakes or perforins any duty for
independent contractor. Perry shall be construed to be acting as an
JP'Norgan Chase Bank,N A
Page 7 of 16
D. In the regular course of business, the Bank may monitor, record and retain telephone conversations
made or initiated to or by the Bank, from or to the Client or Cardholders.
E. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Client
and the Bank and their respective successors and assigns. Neither
interest herein without the prior written consent of the other per'hereto shall assign, sublet or transfer its
transfer its interest herein to any affiliate upon written notice o the other.excet that either party may assign,sublet,or
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 b the
this Agreement or by law afforded shall be cumulative and all shall be available to the parties herees. All rem to.
I. contained in
I. To the extent that the Client would have or be able to claim sovereign
suit or proceeding brought by the Bank, the Client waives its sovereign
immunityh' � any action, claim
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 Gov rumen d cto suit for the purpose of
Local Government Code. Entities, Chapter 271, Texas
J. Section headings in this Agreement are for convenience of reference only,
interpretation of any of the provisions of the Agreement. The words ,hereof', ,herein" and "hereunder" and
words of similar import when used in this A and shall not govern the
Particular provision of this Agreement. Agreement shall refer to this Agreement, as a whole and not to any
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
effect on the applicablbl
(which rate may vary afrom the rate the respective entity itself receives), or the government-mandated rate in
e 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 al charge on 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 ori
same effect as if the signatures were upon the same Agreement. This Agreement shall become effective as of the
date first a gmal, with the
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
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL,BANKS STATE R TEXAS, BUT
WAIVE ANY RIGHT TO A TRIAL BY JURY THE PARTIES HEREBY
IPkiorgan Chase Hank,N a
Page 9 of m
BANK
CLIENT
JPMORGAN CHASE BANK, N.A.
C T OF FORT WORTH
By Citi
Name CLARET T LffH Karen L. Montgomery
Title VICE PRESIDENT Assistant City Manager/CFO 9 l�
Recommended By: EV
ena H. Ilis
Finance irect
Approve to Form and
o
Y�
Ass' t C' Attorney
ATTEST:
MarHendrix
City Secretary
Authorization.
Date: '
IPMoxgan Chase Hank.N A
Pie 9 of 16
EXHIBIT A
CITY OF FORT WORTH
INCENTIVES&FEES
DEFINITIONS
"Association"means either MasterCard or Visa.
"Averaee Laree Ticket Transaction Size,means Large Ticket Transaction Volume divided by the total number
Of transactions included in the calculation of Large Ticket Transaction Volume.
"Averaee Transaction Size"means Charge Volume divided by the total number of transactions included in the
calculation of Charge Volume for any given period.
"Purchasing Card Char a Volume"means total U.S.dollar charges made on a Purchasing Card,net of returns,
and excluding Large Ticket Transactions,cash advances,convenience check amounts,fraudulent charges and
any transactions that do not qualify for interchange under applicable Association rules.
"Credit Losses"means all amounts due to Bank in connection with any Account that Bank has written off
uncollectible,excluding Fraud Losses. as
"EXaCTrac Charee Volume"means total U.S.dollar charges made on a virtual single use account used in
connection with the ExacTrac System,net of returns,and excluding Large Ticket Transactions,cash advances,
convenience check amounts, fraudulent charges and any transactions that do not qualify for interchange under
applicable Association rules.
"Fraud Losses"means all amounts due to Bank in connection with any Account that Bank has written off as
uncollectible as a result of a card being lost,stolen,misappropriated,improperly used or compromised.
"Gross Charge Volume"means Purchasing Card Charge Volume plus ExacTrac Charge Volume,net of returns,
and excluding Large Ticket Transactions,cash advances,convenience check amounts,fraudulent charges and
any transactions that do not qualify for interchange under applicable Association rules.
"Lame Ticket Transaction"means a transaction that the Associations have determined is eligible for a Large
Ticket Rate.
"Lari;e Ticket Transaction Volume"means total U.S.dollar Large Ticket Transactions made on a Bank
Commercial Card,net of returns and excluding cash advances,convenience check amounts,frau
and any transactions that do not qualify for interchange under applicable Association rules. dulent charges
"LgsAes"means all Credit Losses and Fraud Losses.
"Settlemei nt_Fera "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.
"Speed of Payment"means the number of calendar days after a billing cycle until the date full payment of the
cycle end balance is posted by the Bank.
IPMorgan Chase Dank N A
Page V)of 16
REBATES
Volume Rebate
Bank will pay the Client a rebate based on the annual Gross Charge Volume achieved according to the following
schedule. The Purchasing Card rebate will be calculated as the Rebate Rate times the annual Purchasing Card
Charge Volume.
Qualified
Charge Rebate Rate
Volume
S10,000000 1.22%
S12,500,000 1.30%
S15000,000 1.35%
$20 000 000 1.41%
$25,000,000 1.46%
$30,000,000 1.48%
$35,000,000 1.50%
$40 000 000
$45 000 000 1.55%
$50,000 000 1.56%
EzacTrac Volume Rebate Ad'ustment
The ExacTrac rebate will be calculated as the Rebate Rate as determined above minus 0.15%times the annual
ExacTrac Charge Volume.
Speed of Payment F°�°�4.
The Bank will pay Client an additional rebate based on its average Speed of Pa
t throughout the year.If,
average,payment for the prior period full balance is received in fewer days from yc en than required undern
the terms of this Agreement,a speed-to-pay escalator of 0.0 1/o per full day of early payment will be earned.
Large Ticket Rebate
Bank will pay the Client an annual rebate based on annual Average Large Ticket Transaction Size and annual
Large Ticket Transaction Volume according to the following schedule.The rebate will be calcul
Rebate Rate times the annual Large Ticket Transaction Volume. ated as the
'S2
ge Large Ticket Rebate Rate
nsaction Size
$7,500 0,60%
$10000 0.55.
$15,000 0.50%
0,000 0.45%
$25,000 0.40°/,— --
>$25,000 0.35%
Rebate Computation
The following is for illustrative purposes only and,therefore,the numbers provided in the example below do not
constitute a commitment by the Bank. This is an example of a rebate computed at 7 days based on the following
criteria:
Mmorgan('base Bank,N A.
Page I I of 16
$13,000,000 regular transactions and$2,000,000 for large ticket transactions:
7 Day
_Description Percentage_
ollars
Regular Transactions 1.30%
$169,000
Large Ticket Transactions 0.40%
S8,000
Total Rebate
$177,000
General Rebate Terms
Rebates will be calculated annually in arrears. Rebate amounts are subject to reduction by all Losses,subject to
Section 4B of the Agreement. If Losses exceed the rebate earned for any calendar year, Bank will invoice the
Client for the amount in excess of the rebate, which amount shall be payable within 14 days. Upon termination
Of the Program, the Losses for the six-month period immediate)
equal to the Losses for the prior six-month period. Rebate ay preceding the termination will be deemed to be
previous calendar year via Automated Clearing House("ACH")credit to an account c uttt des the
by quarter
�e
To qualify for any rebate payment,all of the following conditions
a. Settlement of any centrally billed account(s)must be by apply,
wire. automatic debit or by Client initiated ACH or
b. Payments must be received by Bank in accordance with the Settlement Terms. Delinquent a
shall be subject to a Past Due Fees as specified below. Settlement Terms are 7&7 p yments
c. The Client is not in Default under the Agreement.
d. Account(s)must be current at the time of rebate calculation and payment.
Ir'Morgan('hast Hank,N q Page 12 of 16
FEES(Purchasing Card)
Technology Fees
PaymentNet and/or SDOL: Custom Reporting/Mapper Programming/Post-loader: $250 per hour(4 hour
minimum)
PathwayNet Set up:
First 6 sites: No Charge
Additional sites: $150 per site
Training
At JPMorganChase site: No Charge;client T&E not included
Via Telephone: No Charge
At Client site:
Initial Training: Four Days Training of up to 90 users at no charge to the Client
Additional Training: $950 per day,includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past Due Fees
Late fee:Prime+2%applied to average daily which is calculated as follows:
(Past due balance+any new spend)/Number of days in cycle.
Will be charged on the cycle date.
Delinquency fee: No Charge
Account Fees
Annual Card Fees: No Charge
Special Purpose Cards(b2B): No Charge
Basic Plastic: No Charge
Logo Plastics:No Charge
Custom Plastics:At cost;based on complexity of design subject to a 1,000 card minimum
Document retrieval fee: S8 per document(undisputed charges)
Statement Duplication: S5 -$8 per statement;$0 through PaymentNet
ACH return item:No Charge
Return Check Fee: S 15 per return
Rush Card:No Charge
Standard Card Replacement: No Charge
JPMorgan Chase Bank,N A_ Page 13 of 16
Card Reinstatement: No Charge
International Transaction Fee: 1%surcharge(association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Optional Services
Cash Advance:2.0%(53.00 minimum)
Convenience Checks:$I per posted check+0,5%of check value
Rejected Convenience Check:No Charge
Convenience Check Stop Payment:No Charge
Other
Should the Client request services not in this schedule,the Client agrees to pay the fee associated with such
service.
IPMcxgan Chase Hank,N A P'sge 14 of 16
FEES(ExacTrac Proeram)
Technoloev Fees
PaymentNet and/or SDOL: Custom Reporting/Mapper Programming/Post-loader: 5250 per hour(4 hour
minimum)
EDI Set up/Transmission: Pass-through on all set up and development costs
Training
At JPMorganChase site:No Charge;client T&E not included
At Client site:
Initial Training: No Charge
Additional Training: $950 per day, includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past Due Fees
Late fee:Central Bill: I%of unpaid balance at cycle+ 15 days;charged on cycle date
Delinquency fee:2.5%of the full amount past due at cycle+ 15 days and each cycle thereafter;charged on
cycle date
Account Fees
Document retrieval fee: first 3 copy requests are free,then$5 per copy request(undisputed charges)
Statement Duplication:$5 per statement;$0 through PaymentNet
ACH return item:$20 per return
Retum Check Fee: $15 per return
International Transaction Fee: I%surcharge(association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Miscellaneous Fees: Pass-through charges for other specialized services(case-by-case fees)
Optional Services
FTP:
Daily: $500/month
Weekly:$250/month
Bi-weekly:$125/month
Monthly:$75/month
Cash Advance:2.5%($2.50 minimum and$30 maximum)
1PMorgan Chase Hank,N.A. Page 15 of 16
Convenience Checks: 1.5%-3%of check amount($1.50/check minimum,$50 check maximum);$1
check fee for keying of payee name per
Rejected Convenience Check: $29 per check
Convenience Check Stop Payment: No Charge
Other
Should the Client request services not in this schedule,the Client agrees to pay the fee associated with such
service.
Miorgan chase Bank,N A
Page 16 of 16
f
x
FIRST AMENDMENT TO CITY SECRETARY
CONTRACT NO,
COMMERCIAL CARP AGREEMENT
I JPMORGAN CHASE BANK,N.A.
THIS FIRST AMENDMENT (the 'AmendmenC) to Com
JPMorgan Chase Bank,N.A.(the•Bank'),and City of Card Agreement (the •A
and Wise Counties,Texas(the'Client')is made as h F WorTh g►Corpor t dated as of August 31, 2007 between
/VCt�F/�f_� mule Munldpai Corporation,situated in Tarrant,Denton,Parke►,
The Bank and the Client (the'Effective Date').
agree to amend the Agreement as follows:
I Deflnitions. Capitalized terms
Otherwise Provided herein. Used In this Amendment and defined in the Agreement shall be used
herein as so defined, except as
'- Amendment. Paragraph 4.8.of the Agreement is hereby deleted In Its entirety and restated to read as follows;
'Fraud losses will not be deducted
that the Client knows or sus from rebates,Provided that the Client shall immediately notify the Bank
Pacts has been lost,stolen,misappropriated,Improperly by Phone of any Account
liable for fraudulent t►ansadlon(s)made on an Property used.or comPromised.The Client shall not be
vendors,Provided that(1)the Client or Ca Account Persons Other than employees or
neither the Client nor the Cardholder has race der�s Imediate agents of Client and the Giant's
ry notified the Bank as specified in the
has been set up and operated by the Client in direct a Indirect benefit from such fraudulent TracevIOUIts
sentence;(Ili
from time to time(Includi accordance with the Bank's fraud Transaction(s):(III)the Program
n9 but not limited to block) reduction��Practices as
designated by the Bank
for approved a r►9 high-risk MCCs;Payment to the Bank by the Client rather than Cardholders
expenses;limiting cash advances;adhering to trap
Client maintains reasonable securityonsregarding
g,daily,and cycle limits established
transaction data;and(v)the Client tifles the Bank noand clater thatrols ren te�i 10 business dathe tionstorage�the Bank):(N)the
statement in which the fraudulent Transaction(s)first a use and of Cards and
( ) Ys after the date a paper eklctronlc
appeared was first made available to the Client.In the event the Client does
not adopt the fraud reduction best Practices Including but not limited to those designated in This section,as designated by the Bank
from time to time,within 10 business da
ys of ng
Transactions on any Account prior to the time che Clanso t nlifisd in writing by the Bank,the Client will be liable for an
otifies the Bank.' y fraudulent
3 Amendment Exhibit A Is hereby deleted in Its entirely and re
Placed In full with a new'Exhibit A as attached hereto.
a• Amendment. The Agreement is hereby modified to
hereto. incorporate a new'Exhibit B entitled'Single Use Accounts Add
endum'as attached
5. Amendment Section 11 of the
Agreement,Termination,is hereby amended to add Section 11.C.which shall read as follows;
'in the event no funds or insufficient funds are appropriated
Client will notify Bank of such occurrence and thiAgr by the Client i any fiscal
appropriations were received without Agreement shall terminate on Plast
eriod for any payments due hereunder,
Payments herein ► Penalty or expense 10 the Client of any kind whatsoever, excof ept the fiscal Period for which
agreed upon for which funds have pt as to the
been a�rDp►��•' portions of the
Continued Effect. Except to the extent amended hereby,all terms,
amended from time to time,shall continue in full ponce and a/fed and the visions and
with its terms. conditions of the Agreement,as it may have been
Agreement shall remain enforceable and binding in accordance
Piggyback Provision. Pursuant to the Texas Interlocal
this Agreement may be extended io other local govemmen ionat with f, Chapter 7g1, Texan (the'AcY),the use of
Agreement may
a be ext Government Cole
in its Sole Y ended to Not-Fororganizations and a� of the state as described in the
the
Agreement Each Participant p it
M' shall allowedb me°piloy, the
n to approve the pad ;�pa v PartIci�re� Not%thst" iAddff s �
Participant. Each Parti Y the Bank to obtain services under this A Part(as tater defined the
under Mis
Want shah be responsible for its own groomsnt shall do so i
Client for payments hereun�or otherwi dons by virtue of this A r�dePitrxX b liable
anyble other
C"
be liable for an trap se•due to any/allure to issue an gent' The Bank shall not be iia
Y transactions,payment of lees,or an Y Card or establish any Account for a participant. bb lo the
y other obligations of any Participant under this Agreement. Client shah
Counterparts. This Amendment may be executed In any number of counterparts,all of which when taken
and the same document,and each Party hereto may execute this Amendment by gI 1 together shall constitute one
9n ng any of such counterparts.
PAW`d 7
4
IN WITNESS WHEREOF,the Bank and the Client have caused thAmendment to be executed by their
the effective data written above, e
respective authorized offcars as of
JPMOROAN CHASE BANK,N.A.
CITY OF FORT WORTH,TEXAS
By:
By:
Name: CLARE T. TRAUTH
�'hESiDENT Name. Karen L.
Title: Mont ower l �D
Title: S,
Client Attestation: NO M&C REQUIRED
The undersigned,a duty authorized officer or representative
into and perform this Amendment and that the person of the abovCliene
does hereby certify that the Client has been du authorized
witnessed by the undersigned, is an officer, partner, min ingor otheron behalf of the Client, whose execution of this to enter
Amendment, representative of the Client Amendment was
possessing authority to execute this
By:
Name:
Title
*Note: The Parson signing the attestation shall be
someone different from the person signing above on behaff of the Client.
APPROVED AS TO FORM AND LEGALITY
By
Attest y:
Name: Malesh a Farmer
Title:
Assistant Cit Attorne Hendrix, City
o4bcab'Vq
o�S g•i�.r
�G ��r
o o 4L id
a d
°0 QD°
°W"2 of f7
k
EXHIBIT A
INCENTIVES AND FEES
DEFIN—
•A— QIl'means either Mastercard or Visa.
°— F- M-means the number of days between the transaction posting date and the
rebate calculation Period.
Posting data of Payment in full,averaged over the
'Ayen3oe Larne Tkket Trag S .means La
calmdfation of Large Ticket Transaction Volume. �Q Ticket Transaction Volume divided by the total number of transactions Included In the
e=. Payment Terns•means the Average Filature minus half the number of calendar da
Settlement Terms.
days M the billing cycle, as specified In the
'Charoe Volume•means total U.S.dollar charges mads on a Bank Commercial Card,net�natures and excluding La
cash advances,convenience check amounts, fraudulent charges and any transacllone that tu not ual
Association rules. n9 ha Ticket Transactions.
q NY for interchange undue applicable
'means Charge Volume and Single Use Charge Volume.
"ConlrvW means a 12-month Period beginning on August 31"Of each year or any anniversary of such date.
'Credit oQ " means all amounts due to Bank in connection with any,account that Bank has written off as uncollectible,excludingFraud
Losses.
'Fud 2
--- 'means all amounts due to Bank in connection with any Account that Bank has written off as uncollectible as a
being lost,stolen,misappropriated,Improperly used or compromised.
result of a card
means a transaction that the Associations have determined is Large eligible for a
'Larne Ticket Tran --�+- •� g r9 Ticket Rate.
excluding cash advances means total U.S,dollar Large Ticket Transactions made on a Bank
convenience check amounts, fraudulent charges and a
applicable Association rotes, commercial Card,net of returns and
ny,transactions that do not quality for Interchange under
•Losses'means all Credit Losses and Fraud Losses.
Texas Payment Card -pncrvtr,,,,•
under the Act and that have been a means the City of Fort Worth,Texas and other Texas
approved by the Bank for participation. Public entities eligible to participate to the Program
U •means the Client or a Texas public entity approved by the Bank to participate under the Commercial Card Pu
'Exhse ibit
spas mooed to Client under this Agreement and which have executed an
mon Agreement)or in such other torn as Provided by the Bank Purchasing and Single
agreement!n the form as attached hereto as
• �r,,,,1te,means the_ �►+time to time.
end of a Wiling cycle to the date the combination of the number of calendar days in a bills
the billing cycle and Y is the number payment
Yment fs due. Settlement Terms are expressed cycle ander number of carr days folknvirg the
calendar days following the end of a billing cycle to the date theme X is the number of calendar days in
Srrwlee Char_o°yok_`•means total U S. dollar PB due.
System.net of returns,and exGud' charges made on a Vrtual Si gle Use
for interchange under a kV Large Ticket Transactions.cash advances,fraudulent Account used in connection with the Single Use
applicable Association roles, charges and any transactions that do not quaNfy,
'Virtual cinale t r�..
means a Card-less Account used In connection with a single,unique transaclion.
paps A of 13
RE�r
V III
Bank will pay the Participant a rebate based on the annual Texas payment
to the following schedule. The rebate will be calculated as the Rebate Rate Consortium.
Combined Charge Volume achieved d Char
es the annual Participant-3 respective Combined Cher
NOTE: Inb year 1 of this Agreement(8/31/2010-8/30/2011), Bank will assume Charge Volumed$
200,000,000 a�
1.59%rebate levels based on the Participant's current annual volume. For each year thereafter,
grid below. pay at the.95%and
the consortium rebate will be paid per the
TEXAS PAYMENT CARP CONSORTIUM
Combined pndlvldua!Participant Volume Grid)
Consortium Purch&sin Card Pr ram
Charge Volume SSOOK•SIMM
SIMM or greater
Under
$25 000 000 075%
$25,000,00 .
0 1.2
$75,000,000 0.80% %
1.50%
55
$150,000.000 0.85% 155%
5200,0010,000 0.90% .1.37%
$300,000,0)00 1 1 0VKL
0% 1.59%
$500.000.000 190%
1.02%
1.81%
Charge Volume for each
Agreementgreement Is executed. Participant wall begin to accrue on the first day of the month following the date the Participation
Slnala Use Account iF-Pavabia c.,I e
Bank will pay the Participant a
calculated as the indicated rebate based on the annual Single Use Charge Volume achieved as IndicatRebate Rate times the annual Single Use Charge Volume. ed below. The rebate will be
If Participant achieves$1,000,000-$10,000,000 in Single Use Cha
rge If Participant achieves Single Use Charge Volume greater than$1 Volume,the rebate rate hs 1.24%
ate' 000.000,the rebase rate b In
accordance with the rebate grid
NOTE: Participants with Single Use Account Charge VOlum@ less than$1,000,000 will not be implemented.
A T
ThePerioBank will pay Client an additional rebate based on its A
escaie�r d 0 {Wd full balance is received�fewer
days from cycle and
than regw?ed under the terms or this Yes► H,on prior
Average P throughout
the
y �Y Payment will be eamed. e��° age pgN for the
Agreement, an Average payment Terms
P I
For Participants with program spend of under 510 million annually,the smarldafa
Partici reporting solution will be implemented.
pants with annual spend of$10 million or above can select the Bank's PaymentNet reporting platform or smarldata
Pq��d�3
k
r _
l -P
Bank will pay the Participant an annual
Volume according to the follows reb8le based On annual Average Large Ticket Transaction Size and annual La
achieved. The rebate will be schedule'when the respective Participant's annual Combined
calculated as the Rebate Rate times the annual La Charge Volume lo��aTicket Transaction
Me Ticket Transaction Volume. requirements are
PURCHASING ANO SINGLE USE
ACCOUNT(E-PAYABLES SOLUTION)
PROGRAMS
AVERAGE LARGE REBATE
TICKET RATE(%)
TRANSACTION SIZE
$4500-$4999 .65%
$5000-$7499 .60%
$7500-$9,999 .55%
$10,000-$14,998 .50%
$15,000-$18,988 .45%
$20,000-$24,999 .35%
$25,000-$99,999 .30%
$100'000' 0.15
'in the event of a reduction in interchange rates by the Associations,the Bank reserves ft right to ratably adjust the rebate
rates accordingly.
Caner Rebate itma
Rebates will be calculated annually in arrears.Rebate amounts are subject to reduction by all losses.If losses
any Contract Year. Bank will invoice the respective Participant for the amourlt In excess of the rebate.which exceed
hin
thirty(30)days of receipt of the invoice. Upon termination of the P the rebate earned for
termination will be deemed to be equal to the Losses for the subsequent the Losses for the six-month amount shad be
Program,Bank reserves the ht b Period Immediate$ Payable i g th
right offset any Losses from one�eQuemt six-month period. If the Participant is partici all y preceding the
program against any rebate earned under any other Program.m more than one
Rebate payments wI11 be made within 9
Participant. 0 days after the end of the Previous Contract Year via wire transfer to an account designated by the
To qualify for any rebate Payment,all of the following conditions apply.
a. Settlement of any centrally,billed minas)must be by
b. Payments MW beow by BarMc in accordance with automatic
Settlement Tr by t�Participant initiated ACN or wins.
c. The P ° Terms aro 30 6 14 for both t Terms, Delinqu�q Payments shall be sU
artiapent must maintain a rims act bjact to a Past Due
d. The Participant is not!n D tarn under the Bement risk rating(inves gr��ause�t)ount Programa.
Fees Schedule-for Programs using the Smartdeta System
The following are the fees associated
States; ro ra
with our purchasing card and single use account
P g min the United
Annual caro fee
----
Cash advance fee 310.00
2.046(53.00 minimum)
Convenience check fee
-�" 2%d check amount(s 1.50%hack minimum)
Rejected convenience check
50.00
Convenience check stop payment -- ---
$0.00
Standard card replacement
50.00 per cab
Caro reinstatement
$0.00
Emergency(rush)card replacement
525 per card if effected through the Bank.If effected through the
association,Clfe►tt shall pay any fees charged by the association.
Return check(payment)
ACH return 515 per return association.
50.00
Document retrieval _
Dispute-related:$0.00
Duplicate statement Non-dispute-related:$8 per document
$8 per statement
Currency conversion tee
1%surcharge(association pass through) �-
Dormant credit balance fee
$0.00
Over-limit fee
Miscellaneous fees $0.00
None
Finance charge
Prime+2%is applied to the average daily,which is calculated as
follows:(past due balance+any new spend)/number of days in
Will be charged on the
cycle date. cycle.
Bask:plastic
S0.00
Customer logo plastic
` $500 Per logo for any newly designed i
--- logo on a new plastic. 090;No fee to apply a current
Customized plastic
t At cost(para-through),based on complezify of delisubject_-
!_.. _ gn,
1,000 caro minimum
to a
i
Train' -
� ng at Banks site _ _-
-- 310 00(customer r3E
-- --___ na included)
----- - --
Training at
Your site(s)
,550lday
-- ---
----------------
Paper statements - -
310.00
Electronic payment fee
------------_- _ $0.00
Custom rePortinglmapper programml
n9/Post- S
loader DOL custom mapper:priced by MasterCard;
--------------------
SS- rough charge
pq�8d+l
transfer using FTP Dao-$500.00/month
IF
Week"250.00/month
BI-weekly- $125.00/month
M-04—$75.00/month
PaymentNet setup fee Waived
Smartdata setup fee — - $0.00
SDOL monthly maintenance fee $50 per program per month -WAIVED ager a Particlpant reaches
$500,000 annual spend during a Contract Year
SDOL real time $000 —
Should the Participant request services not in this schedule,the Participant agrees to pay the fees associated with such services.
o1"1d,j
Fees Schedule-for Programs Using Bank's PaYmentNet Solution
The following are the fees associated with our purchasing card and single use account
Programs in the United States:
P
PROGRAM FEES
Annual card fee
_ -- -- --- - $0.00
Cash advance fee --
2.5%($2.50 minimum) -�-`--- ----
Convenlence check fee
2%of check amount($1.50/check minimum)
Refected convenience check -----
- $0.00 per occurrence
Convenience check stop payment $0.00 _-
----------
Standard card replacement --
Card reinstatement $0.00 per caro
10.00
Emergency(rush)card replacement
$25 per card if effected through the Bank-
association If effected through the
Return check(payment) ,Client shag pay any fees charged by the association.
ACH return $15 per return
- $20 per return
Document retrieval
Dlspute-related.$0.00 - ----
Duplicate statement Non-disPute-related:3 copy requests free,then$5 Per copy request
$5 per statement
Currency conversion fee —--------_
1%surcharge __._-._----------—__..__----
Dormant credit balance fee (association Pass-through)
$0.00
Over-lima fee fee --
$0.00
Miscellaneous fees
Pass-through charges for other
PAST-DUE FEES specialized services(case-by-case fee)
Late fee
of unpaid balance at cycle;charged on cycle date
Finance charge
None
Delinquency fee
2.5%of the full amount past due(30-6 e0-day+)at c
Cycle thereafter,charged on cycle date. e and each
CARD DESIGN
Basic piastic
Customer logo Plastic - --
6500 t
Par logoo for any�y definedgo-_---------_- - ---
on new r logo
loNo fee for existlng bgoe
W Customized plas - _..
__ �ver card,su
Mea to a 1.000
TRAINING AND CONSULTING - - card minim
------_ _ um for an
_ ----. ___ Y new cards
Training at Bar ,$sae - -_. .._-_ ------- ---- -- -------- -
$0.00 -
�` -------_—___ - (customer TdE not included -
rsining at Your saes) --- ) --- -- - -- ---
$0.00 for first sesslom additional
TECHNOLOGY SERVICES dons®$1,550/day
PaymentNet setup fee
----_ _ ------- Waived
EDI setup/transmission
_ Pass-th
rough on all set -.----
up and development cpm
ASW 9d i
t Paper statements
a t ap ----- 50.00 ----
Efectronic payment fee
----__ $0.00 ---- --- ___ ---
Custom reporifng/mapper
Programming/post- $250 ($1
-----_ _—_ _--
loader Per hour($1,000 minimum)
OPTIONAL PROGRAWECHNOLO E ICES
File transfer using FTP
DaltY-5500/month
Weekly- $250/month
81-weekly--S 125/month
Wnthl"?&Month
Should the Participant request services not in this
schedule,the Participant agrees to pay the fees associated with such
services.
°q�ad'3
EXHIBIT B
SINGLE USE ACCOUNTS ADDENDUM
In considerationthe mutual promises and upon the
Participant
terms and conditions herein,Bank will deliver to the Texas Pa
pant ttOfhe Network Services described below:
ymem Card Consortium
Definitions.Terms defined In the singular shall Include the plural and vise vem,as the context requires.
"Single Use Account(s)"means a 16-digit commercial card number Issued to the Participant in connection with a Single Use Transaction
and Single Use Account shall be construed to be an Account as defined in the Commercial Card Agreement.
"Intellec
ual
(Including reg Property d apps" means patent rights (including patent applications and disclosures),
(Including registrations and applications for re lwatworidjons thereof),know-how,inventions and any other Intellectual
recognized in any country or jurisdiction In the world. Copyrights, trade $ecretr, Marks
Property or Proprietary rights
"Network" means the Bank's Internet based platform for exchanging electronic commercial card
Participant and Its Suppliers and merchant processors related to commercial card settlement.
Payment Information data between the
"Network Security Procedures" means the digital devices,whether Issued ct made available by the Bank or a thirki user logon identifications, approval limits or other security
users and Payment Instructions Initiated by the Partici Party,for use by the Bank and t Passwords.
Participant via the Network. pain In authenticating Network
"Network Services"means the software hosting services, Implementation services, training services support services,provided by the Bank to the Participant under this Addendum.
services, and/or consulting
"Payment Instruction"means an Instruction Initiated by the Participant,either via Isle Integration or via the user Interface,to the Bank via the
Network requesting the Bank to provide a Single Use Account to the Supplier.
"Single Use Program"„means the commercial card management system composed of Single Use Account controls,and
Purchases of and payments for,business goods and serv•,es
k ,
reports to facilitate
and to receive
i means an entity that is enrolled in the Network to exchange and process transaction data relatin to
and to receive means
an entity
card payments through the Network.
cial
9 payments with the Participant
"Single Use Transaction"means a purchase,payment,fee,charge or any other activity that results in a debit to a Si le Use
shall be construed to be a Transaction as defined In the Agreement
ng Account and
I. In connection with the PaRlclpanCs participation In the S
Use Program,Single Use Accounts) r ci used for Single Use Program,the Participant m
for Processing o/Single Use Transactions. Payment of Single Use Transactions and must rovide iniVate and request through the Single
Accounts shall remain the property of the Bank.. Particl le Use Accounts are non tronsfereble P the Bank all required data
The Participant shall be liable for all Single Use Account Transactionsants on
ll SindgleUse Accounts. ^�tsgwilbbe made availabUse
le to
the Participant,either delivered to a U.S address or in e g Account Transactions.
lecironk:form,
2. During the term of this Addendum and su
biect Network and allow the Partici to the Participant's performance o/Its Obligations the Network's functionalPant specifications,access the Network for Its internal use. The Bank r 9�ons hereunder,the Bank will maintain the
related data between Partippant ad Suppliers effete�m�� Bank
reserves the right at any time to revise or modify
Pant acknowledges that the Network exchanges
card settlement. ng Payment-
Subject to the terms and condition$of this
access the Network for the sole Addendum,during the term hereof the Bank grants to the Partici
Purpose receiving the Network Services, pant a nonexclusive
� the Partici right to
Participant has at right to Provide
access
cproviding
id��bu�thire party. The Partrcwant may not
manner not contemplated herein, Network to
time-sharing or otFrer compkder services to t the Network in any
The Participant's rights to access the Parties,
title and interest in and to the Network Nein ork wiN be limited to those ex
not Y granted to the P��IYi granted in this Addendum, The Bank reserves serves all rights.
The Bank or ib licensors)is and shall remain the sole and exclusive owner o/all of the
(Network and intellectual Property Rights In and to the design,archlusive ,and so
Proprietary features and functional' of the
ftwaro implementation
of the Network.
Except for those licenses expressly granted
Intellectual Property Rights owned hereunder'nen Party shah gain by virtue of this A
of
enhancements, modifications or cum the other. Bank or its licensors shat Addendum any rights tN ownership y
documentatlon or techn stomizations of the Network or Network SAY oar all intellectual Property Rights In any
lques which It or Its repreaentattve$ Services and In any ideas, concepts, know how,
develop or Provide under this Addendum.
°qt/'c f i
The Bank shalt have no responsibility for the terms,
Participant and Its Network and Suppliers. The Pa r*of a y errorsresponsible forCon"on
or Performancence o/Purchase, sale,or Payment transactions between the
P PtlY iwUMnp the Bank of any . Performance Inspectkg the Single Use Transaction history avaltahis via the
Partici
industry standards, to safeguard The pant le solely responsible for establishing,maintaining
rnal
hdheagreeses o maintain
slated Ithe conrdsntWft of tM f a S a O1eduras' t enforcinganda IPaYme eM ipnaords,tlicies au s, duras I calse, +h'with
the been by nauu nattructiorm�zzforedPerssons.the e of the dip the Partld °for suspecq that�odee. digHal�t�Ip�
accessed
pant shah ptly notify iiia Bank Y kHor►natkxi o he effect
of
Over Payment mft�wng invoice a payment plying Procedures and fhe corrective actions to wig
taken restore a se�urlty
I u. All Payment instructions submitted In the name o/ the participant
Procedures.kThe Bank shalt Pnt aro subject to ment I authentication
ProcnThee Part►cipaM's Payment Inatructlons when the Payment instruction Pursuant to the Network Security
Supplier k1 Security�^ with
era Pia Bank shill be entlfled to rely and sU upon all information verified by Bank nt to
autlwrized,issued In the PartlGpanmt 9 PaymentInstructionamid suthenticTheated by the Bnk In dfrom th'sPartidPa��nY
Participanttom°�a�th� Payment curityctfon, whether or not
Network Security Procedures.
BANK /
A � PARTiCIPM1T
BY. v .
By:
Name: qac ,r ;^-11TN
Title:
VICE
PRESIDENT Name: [y//
TRIC Assistant Cit Maria er
Participant Attestation.
NO M&C IZE-QUIRED
The undersigned, a dug authorized officer or representative
w the Partici nt,
authorized to enter Into and Perform this Addendum and that the Pa does he certify
Addendum was witnessed by the undersigned,is anparticiPent
Person sig^Ing above on hereby
of the that the Partldpant has bean duly
execute this Addendum. ° .Partner,member or other representative of the Partici whoseMemotion of this
Pe Possessing authority to
By.
Name:
Title
*Note:The Person signing the attestation shall be someone different from the
Person signing above on behaH of the Participant
APPROVED AS TO RM AND LEGALITY
By: Atte by.
Name: Maleshia Farmer
Title: Assistant city Attorney YHenddx, City $ y obo ,Rr11
ff
AY q• S000 000000
0
O!0,
Oho �4
g �{
0000000000�p yr1
X �'
C3"t14'J
EXHIBIT C
PARTICIPATION AGREEMENT I JPMORGAN CHASE BIANK.NA.
THIS PARTICIPATION AGREEMENT (the 'Participation Agreement-) Is made and effective this
('Effective Date'),by and between a day of
USA,N.A.,as may be determined from time to time,(the'Bank'�nae tional banking atssociationPan Chase Bank,N.A.or Chase Bank
WITNESSETH:
WHEREAS,pursuant to that certain Commercial Card Agreement dated as of[MONTH,DATE, YEAR)(the'Commercial Card Agreement-)
between[INSERT CLIENT LEGAL ENTITY NAME)(the-Client-)and the Bank,the Bank has agreed to provide commercial card services to
the Client(the'Program')on the terms and condMlors of the Commercial Card Agreement,attached hereto and incorporated herein as Exhibit
I;and
WHEREAS,the Participant desires to participate in the Program,subject to the terms and conditions of the Commercial Card Agreement,
NOW,THEREFORE,In consideration of the foregoing Premises and the mutual agreements,provisions and covenants contained herein,the
parties agree as follows:
I. Definitions. Except as otherwise provided herein,all capitalized terms used herein and not otherwise defined and which are defined In
the Commercial Card Agreement shall be used herein as so defined in the Commercial Card Agreement,
2. Mutual Obligations. By their execution of this Participation Agreement,the Participant and Bank hereby agree to be bound by all the
terns and conditions of the Commercial Card Agreement attached hereto as Exhibit I.This Participation Agreement shall remain In effect
according to Its terns without regard to the continued existence or enforceability of the Commercial Card Agreement with respect to the
original parties thereto. AN references to'Client-In the Commercial Card Agreement shall be deemed to constitute references to the
Participant hereunder.
Without limiting the generality of the foregoing,the Participant further agrees that It shall be responsible only for transactions and for fees,
charges and other amounts due under the Commercial Card Agreement related to the use of Accounts of the Participant pursuant to the
Commercial Card Agreement and that the Client shall not be liable for any such transactions and for any such fees,charges and other
amounts.
3. Incentives. For Purposes of calculating rebates,Combined Charge Volume for each Participant will begin to accrue on the first day of
the month following the date the Participation Agreement is executed.
4. Notices. Notwithstanding the Provisions of the Commercial Card Agreement,all notices and other communications required or permitted
to be given under this Participation Agreement shal be in writing and shall be effective on the date on which such notice is actually
received by the party to which addressed. All notices shall be sent to the address set forth below or such other address as specified in a
written forth from one party to the other.
To the Bank: JPMorgan Chase Bank,N.A.
300 South Riverside Plaza,Suite I1-1-019g
Chicago,IL 60670-019g
Attn: Commercial Card Contracts Manager
To the Participant:
Attn:
Miscellaneous, This Participation Agreement shall be governed by and const
of Texas, and as applicable, federal law. The rued in accordance with the wbation a laws of the State
convenience only and shall not affect the Interpretationcaptions, and arrangements nt.T used ci this Participation Agreement are for
any number of counterparts,all of which,when taken together of this Participation Agreement This Participation Agreement may be executed in
execute this PartlGpatlon Agreement ogether shall consarts. uta one and the same document,and each party hereto may
9 by signing any of such counterparts.
IN WITNESS WHEREOF,the parties have caused this Participation Agreement to be duly executed as of the date first written above.
BANK:
By:
Name.
Title
PARTICIPANT:
By:
Name:
Title:
Participant Attestation:
The undersigned,a duly authorized officer or representative of Participant,does hereby certify that Partici
enter Into and perform this Part�ipation Agreement and that the person signing t,doe above on behalf at the Participant
ex up
Participation Agreement was witnessed by the undersigned, it an officer, Pant has been duly authorized to
authority to execute this Participation A partner,member or other representativef Pati Participant
Possessing s this
Agreement.
Pa possessing
By:
Name:
Title
°•w 3 Of