HomeMy WebLinkAboutContract 42278 City of Fort Worth& Kimble County
Cooperative Purchasing Agreement
FORT WORTH CITY SECRETARY
CONTRACT NO. `-f ?;)7 E)
COOPERATIVE PURCHASING AGREEMENT
This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of
the date written below between the Kimble County, Texas ("Kimble County") and the
City of Fort Worth, Texas ("Fort Worth").
WHEREAS, both Kimble County 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, Kimble County 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, Kimble County and Fort Worth agree as follows:
SECTION 1. The purpose of this Agreement is to provide Kimble County 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.
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City of Fort Worth& Kimble County
Cooperative Purchasing Agreement
SECTION 5. This Agreement will be subject to all applicable federal, state and local
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 Kimble County or Fort
Worth to make any purchase, to pay any membership fee or to otherwise or in any
manner incur any cost or obligation.
SECTION 11. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute but one and the same
instrument.
SECTION 12. The undersigned officers and/or agents are properly authorized to
execute this Agreement on behalf of the parties hereto and each party hereby certifies to
the other that any necessary actions extending such authority have been duly passed and
are now in full force and effect.
SECTION 13. All notices, requests, demands, and other communications which are
required or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon the delivery or receipt thereof, as the case may be,
if delivered personally or sent by registered or certified mail, return receipt requested,
postage prepaid, to the respective city representative set out below, or his/her designee.
Page 2 of 3
i
City of Fort Worth& Kimble County
Cooperative Purchasing Agreement
EXECUTED this day of , 2011.
CITY OF FORT WORTH KIMBLE COUNTY, TEXAS
1000 Throckmorton Street 501 Main Street
Fort Wo h, Texas 76102 Junction, Tex 76849
By. By:
Karen L. Montgomery Andrew urr
Title: Assistant Cites ear Title: Kimble County Judge
APPROVED AS TO
FORM AND LEGALITY:
Assistant City Attorney Kimble County Attorney
-" 10-11 O i j
Contract Authorization
AA
PM Hendrix, ty Secretary
Date Date
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Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT MRTH
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COUNCIL ACTION: A
pproved on 1/15/2008
DATE: 1/15/2008 REFERENCE NO.: **P-10710 LOG NAME:
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: s..
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.
1tml:file://C:1Documents and Settings\jacksom\My Documents\JPMorganChase P Car&P rard e..,00,,..
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
nhtml:file://C:\Documents and Settings\jacksom\My Documents\JPMorganChase P Card\P Card Agreeme... 9/7/2011
CITY SECRETARY
CONTRACT NO. /
COMMERCIAL CARD AGREEMENT
This Commercial Card Agreement (the "Agreement") is entered into as of
12JACA 4t
between City of Fort Worth,a Home-Rule Municipal Corporation,situated in Tarran 20
Counties, Texas (the "Client"), and JPMorgan Chase Bank, N q (the ) a national banking association.
Bankentoa, Parker,and Wise,
Commencing on the date of this Agreement,the Bank and the Client hereby agree that the Bank will provide the
Commercial Card Program, as hereinafter defined, and the Client may participate in the Program subject to the
terms and conditions of this Agreement.
1. Definitions. Terms defined in the singular shall include the plural and vise versa, as the context requires.
"Access Code" means the user identification code and password assigned to individuals authorized by the
Client,for use in connection with the Program or the System.
"Account" means the Visa or MasterCard account number assigned to a Cardholder and/or the Client, the
related account,and any Card bearing such account number.
"Account Credit Limit"means the upper limit for an extension of credit for an Account specified by the Client
from time to time and accepted by the Bank.
"Agreement"means this Commercial Card Agreement as it may be amended from time to time.
"Association"means either MasterCard or Visa.
"Authorized User"means individuals authorized by the Client to access and use the Program and System.
"Business Day"means a day on which both the Bank and the Federal Reserve Banks are open for business.
"Card"means a Visa or MasterCard card that is issued by the Bank with respect to an Account.
"Card 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 used in connection with the processin
management, and approval of cash transactions.
8.
"Convenience Checks"means a check written against an Account.
"Contract Documents" means this Agreement inWorth RFP No.conjunction with Ci
ty
Addendum #1 thereto, and Bank's Proposal submitted in response to RFP No. 07-0068. RFP No. 07.0068
of Fort
Addendum#I thereto,and Bank's Proposal are each incorporated herein by this reference. 07-0069'
"Client Account" means the account of the Client into which the outstanding balances of all Accounts are
aggregated and for which the Client is liable,
"Client Vendor" means a travel agent, travel agency or any other vendor of Client authorized by the Client to
charge Transactions to an Account.
1Pkforgan(Ime Bank,N A.
Page 1 4 16
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"Corporate Liability" means the Client is liable for all Transactions on an Account and such liability shall be
as agreed to by the parties and reflected on the Bank's records and subject to this Agreement.
"Credit Limit" means the upper limit established for an extension of credit that the Bank may authorize in
connection with this Program under this Agreement.
"Credit Losses" means all amounts, including any related collection costs, due to the Bank in connection with
any Account that the Bank has written off as uncollectible,excluding Fraud Losses.
"Cycle" means the monthly period ending on the same day each month, or, if that day is not a Business Day,
then the following Business Day or preceding Business Day,as systems may require or such other period as the
Bank may specify.
"Fraud Losses" means all amounts due to the Bank in connection with any Account that the Bank has written
off as uncollectible as a result of an Account being lost, stolen, misappropriated, improperly used or
compromised.
"International Transaction" means any Transaction that is made in a currency other than U.S. dollars or is
made in U.S.dollars outside of the United States of America.
"MCC"means a Merchant Category Code as designated by Visa or MasterCard.
"Losses"means all Credit Losses and Fraud Losses.
"Marks" means the name, trade name, and all registered or unregistered service marks of the Client, the
Association and the Bank.
"MasterCard"means MasterCard International,Inc.
"Program" means the commercial card system composed of Accounts, Card-use controls, and reports to
facilitate purchases of and payments for, business goods and services, established in connection with the
Contract Documents.
"Program Administrator"means an individual authorized by the Client to perfohn various administrative and
security functions in connection with the Program and System.
"System"means the conduit through which the Client can access Account and Transaction data and reports.
"Transaction" means a purchase, a cash advance, use of a convenience check, fees, charges or any other
activity that results in a debit to an Account.
"Visa"means Visa U.S.A., Inc.
2. Obligations of the Bank. In connection with the Client's participation in the Program,the Bank shall:
A. Establish Accounts and where applicable issue Cards with such capabilities as may be elected by the
Client and agreed to by the Bank from time to time. Any Cards and any Cardholder statements will be delivered
to a U.S. address of the Client or Cardholder unless otherwise agreed. The Accounts are non-transferable and
non-assignable. The Cards shall remain the property of the Bank.
B. The Bank may investigate the identity of the Client and any proposed or existing Cardholder by
obtaining, verifying, and recording personal identifying information, and may if reasonably necessary obtain
such information from third parties.
C. Make available to the Client any corporate liability waiver coverage extended by Visa or MasterCard in
connection with suspected employee misuse of an Account.
)PMorgan Chau Bank,N.A. Page 2 of 16
3• obligations of the Client. In connection with the Program, the Client shall:
A. Initially request a minimum often(I0)Accounts in connection with the Pro
Request. From time to time the Client may submit to the Bank a Card Request form for additional cards. Th
Card Request shall be in a form approved by the Bank, shall include all information required b am by omitting a Card
shall be accompanied by such evidence of authority for the Card Request as the Bank may require. All C e
Requests shall be delivered to the Bank in a secure, enc Y he Bank, and
method as may be mutually agreed to b thees.encrypted, or password protected format or by such other
the Bank that the information contained therein consistent with the Client's own records concerningthe
submittingBy any Card Request, the Client represents to
Cardholder or entity. The Client represents that the Cards and Accounts to be issued and established under
fisted
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 b flus
Cardholders in accordance with Section 226.12 (a) of Regulation Z of the Federal Truth in LendingAct.
y the Client from the prospective
Client shall retain such applications(paper or electronic)for any Account when such application is not provided
to the Bank, for a period of twen The
Client agrees to use reasonabletY-five
a(25)months after the application has been received and acted upon. The
and dissemination of Accounts. security 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
Client's established policies. with the
C. Clearly disclose to each of its Cardholders the extent, if an
Transaction and Account information to third parties.
y, to which the Bank will provide
D. Make commercially reasonable efforts to (i) maintain a process ensuring
reimbursement of all business purchase transactions to its Cardholders, a not exceed the Credit Limit or
Cardholders to exceed the Account Credit Limits,and(iii)collect and destroy any Cardst no longtimely er accurate
connection with this Program permit
ger requires 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 or suspects has
stolen,misappropriated,improperly used or compromised. 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 Bank of any Transaction the Client disputes within s'
Cycle during which such Transaction is charged to the Client. of
The Client wil]Ousea�o �i� t eaysonable
efforts ci assist the Bank o attempting to obtain reimbursement from the Merchant. The B
commercially reasonable efforts to assist the Client in attempting to obtain reimbursement from the will u
provided, however, the Client understands that no chargebacks will be will use
Account 4M1ze where a Car granted for Transactions resulting from
qld s n g is n_— of embossed on a C�
such Account. The Client or Cardholder shall not be relieved of liab'liw for an
chargeback is rejected. The Bank shall not be liable for _�- mere is no Card associated with
Transaction is received from the Client more than six a Y disputed Transaction if the
y Transaction where notice of the disputed
such Transaction is charged to the Client. The Client shall not make a claim against the Bank or refuse to
sixty (60) days after the last day of the Cycle during which
any amount because the Client or the person using the Card may have a dispute with an
goods or services purchased from such Merchant which has honored the Card for that purchase pay
y Merchant as to the
4. Liabilities of the Client.
A. Regardless of any established Credit Limits or Account Credit Limits, the Client a
perform when due all of its obligations, including without limitation:
IPkiorgan Chase Bank,N A groes to Pay' and
Page 3 of 16
i) With respect to Corporate Liability Accounts, the Client shall be liable for all am
payable under or in connection with each such Account and this Agreement.
as specified er Exhibit A for all Transactions °ants owing and
e Payment
no later than the a , posted to a Client Acount�reflected on a pen dill sc statement
payment date(the"Payment Date"). If such Payment Date is a SaturdaySunda ,
holiday,the Payment yment shall be due on either the previous or the next business day as specified on the
statement. If all or an , Y or Bank
Date, then any portion of a payment owed by the Client is not received by the Bank by the panodic
y 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. Payment
B• The Client shall immediately moil
fy suspects has been lost, stolen, misappropriated,�improperly e Bank usedoor comne Of promised.
all Transactions made on an Account prior to notification of such lost, stolen,4m�ant that the Client knows or
or compromised Account. The Client willp The Client will improperly liable for
if such Transactions result in a direct or indirect
further
ttto liable
Client Transactions
any cardholder.
h notification has ccur ed
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 Agreemea
bankruptcy or similar Proceedings �
g 'or any dischargearg ,affecting a Cardholder,the Client,or others,
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 sur
D Payments under this Agreement shall be made in U.S. dollars s drawn on a U.S. b or guarantor
a foreign bank,
or a U.S. branch of
E. If the Client elects to add Convenience Check capabilities to an
the amount of all Convenience Checks used in connection with such Account.
y Account, the Client will be liable for
F• If the Client allows a Client Vendor to charge Transactions
responsible for instructing such Client Vendor in the handlin to an Account
are for all purposes agents Only of the Client and not of the Banka pressing of Transactions. C1!entnt 'Vendolrs
Client Vendor for performing any services. No fee shall be payable by the Bank ank to any
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.
fhe Client shat] urtmediatel
anything t t the con y notify the Bank upon revoking
wry 1n this Agreement, the Client shall be liable for amour's authority, Notwithstanding
in connection with each such Account and this Agreement- amounts owing and payable under or
5• Credit.
A. The Batik, 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,
to decline authorization of anT The Bank is entitled but not obligated
exceeded. Notwithstanding the foregoing, ��e ouldresult in t and/or a Cardholder exceed the
y Credit Limit a Account Credit Limit being
1PMorgan Chase Bank N y Credit Limit and/or the
Page 4 of 16
Account Credit Limit, the Client and/or Cardholder shall pay all amounts exceeding the Credit Limit and/or
Account Credit Limit as applicable.
B. If not publicly available through the Securities and Exchange Commission, the Client shall provide the
Bank with copies of its consolidated audited financial statements, including its annual income statement and
balance sheet,prepared in accordance with GAAP,as soon as available and no later than 120 days after the end
of each fiscal year. The Client shall provide such other current financial information as the Bank may request
from time to time. If applicable,the Client will notify the Bank within five Business Days of any change in the
Client's bond rating. The Bank shall be entitled to receive, and to rely upon, fmancial statements provided by
the Client to Bank affiliates,whether for purposes of this Agreement or for other purposes.
C. The Bank at any time may cancel or suspend the right of Cardholders to use any Account or Accounts,
or decline to establish any Account. The Bank may,at any time, increase or decrease any Account Credit Limit
or the Credit Limit,modify the payment terms,or require the provision of collateral or additional collateral.
D. The Bank may from time to time require MCC authorization restrictions in connection with the
Program.
E. Notwithstanding the foregoing,the Bank shall not be obligated to extend credit or provide any Account
to the Client or any Cardholder in violation of any limitation or prohibition imposed by applicable law.
6. Programs and System Access.
A. The Bank shall provide the Client with password-protected daily access to Account and Transaction
data, reports, and account maintenance functions through use of an Access Code. The Bank shall assign an
initial Access Code to the Program Administrator. The Program Administrator shall create and disseminate
Access Codes to Authorized Users. Such access shall be provided in accordance with such manuals, training
materials,and other information as the Bank shall provide from time to time.
B. The Client agrees to be bound by and follow the security procedures, terms and conditions that the
Bank may communicate from time to time upon notice to the Client.
C. The Client shall safeguard all Access Codes and be responsible for all use of Access Codes issued by
the Program Administrator. The Client agrees that any access, Transaction, or business conducted using an
Access Code may be presumed by the Bank to have been in the Client's name fore Client's benefit Any
unauthorized use of an Access Code (except for unauthorized use by a Bank employee) shall be solely the
responsibility of the Client.
D. The Bank is authorized to rely upon any oral or written instruction that designates an Authorized User
until the authority of any such Authorized User is changed by the Client by oral or written instruction to the
Bank, and the Bank has reasonable opportunity to act on such instruction. Each Authorized User, subject to
written limitation received and accepted by the Bank, is authorized on behalf of the Client to: open and close
Accounts, designate Cardholders,appoint and remove Authorized Users, execute or otherwise agree to any form
of agreement relating to the Program, including, without limitation, materials related to security procedures;and
give instructions, by means other than a written signature, with respect to any Account opening or closure,
designation of Cardholders, or appointment of Authorized Users, and any other matters in connection w
operation of the Program or the System. ith the
E. In connection with use of the System, the Client may instruct the Bank to furnish specific Transaction
data to third parties that provide reporting products or services to the Client. The Bank will transmit the
Transaction data, without representation or warranty to such third parties identified in such instructions.
7. Representations and Warranties. Each party represents and warrants that this Agreement constitutes its
legal, valid and binding obligation enforceable in accordance with its terms, and that execution and performance
of this Agreement(i)do not breach any agreement of such party with any third party, (ii)do not violate any law,
IP'forgan Chase Bank,N A
Page 5 of 16
rule, or regulation, or any duty arising in law or equity applicable to it, tit are within its organizational powers,
and(iv)have been authorized by all necessary organizational action of such party.
8. Fees and Charges. The Client agrees to pay the fees and charges as specified by the Bank, from time to
time. The fees initially applicable are specified in Exhibit A attached hereto. The Bank may change the fees and
charges payable by the Client at any time provided the Bank notifies the Client at least thirty
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. Tn no event shall the Bank pay the Client an
which this Agreement is terminated. incentive award for the year in
10. Term. This Agreement shall have an initial term of three(3)years from the date first written above unless
otherwise terminated pursuant to the provisions of this paragraph. Thereafter, this Agreement may be
successively renewed for up to two one-year terms upon the anniversary of the effective date at the City's sole
discretion.
11. Termination.
A. This Agreement may be terminated by the Bank upon the Client's default after Client receives notice of
such default and has failed to remedy said default within thirty(30)days of Client's receipt of said notice. The
Bank may refuse to allow further Transactions or revoke any of the Accounts at any time and for any reason.
B. The Client may terminate this Agreement and/or cancel any of the Accounts at any time and for an
reason. The Client shall immediately pay all amounts owing ander this Agreement,without set-off or deduction,
and destroy all physical Cards furnished to Cardholders. The Bank will assign the Client all its rights concerning
such amounts paid. In the event collection is initiated by the Bank, the Client shall be liable fora
reasonable attorney's fees. Sections 2.B,3.D,3.F,3.G,3.H,4,5.A,8, 11, 12, 13, 14, 16, 17.A, 17.CP17 Fe 17.Gf
17.1{,and 17.M shall survive the termination of this Agreement. .
12. Default. As used herein, "Default" includes (i) the Client failing to remit an
required by this Agreement; (ii) either party filing or suffering a y payment to the Bank as
receivership, reorganization, liquidation, dissolutio g Petition as debtor in any bankruptcy,
n, insolvency, or other similar Proceedings
assignment for the benefit of creditors; (iii) default by the Client under any material debt owed to any Bank
related entity; , or making any
(iv)any material adverse change in the business,operations or financial condition of the Client.
13. Remedies and Damages. Upon the event of a default either
Party may terminate this Agreement pursuant
to Section 12,or the Bank may,at its sole option,suspend its services or obligations. In the event of termination,
Bank reserves the right to declare all obligations of the Client hereunder immediately due and payable. In no
event shall termination or expiration release or discharge the Client from its obligation to pay all amounts
payable under this Agreement.
14. Limitation of Liability and Indemnification. The Bank will be liable only for direct damages if it fails to
exercise ordinary care. The
in conformity with en Bank shall be deemed to have exercised ordinary care if its action or failure to act is
g eral banking usages or is otherwise a commercially reasonable practice of the banking
industry. The Bank shall not be liable for any special, indirect or consequential damages, even
advised of the possibility of these damages. This provision shall if it has been
survive termination of this Agreement as to
matters that occurred during its term.
15. Notices. All notices and other communication required or permitted to be given under this Agreement
shall be in writing except as otherwise provided herein and shall be effective on the date actually received when
delivered as provided herein. Notices to be provided hereunder shall be sufficient if forwarded to the other party
by hand-delivery or via U.S. Postal Service certified mail,
shown below: postage prepaid, to the address of the other party
IPMorgan Chace Bank N.A.
Page 6 of 16
To the Bank: JPMorgan Chase Bank, N.A.
300 South Riverside Plaza, Suite ILI-0199
Chicago,Illinois 60670-0199
Attn: Commercial Card Contracts Manager
To the Client: City of Fort Worth
Financial Systems Division
1000 Throclanorton Street
Fort Worth,Texas 76102
Attn:Procurement Card Administrator
16. Confidentiality. In accordance with the Texas Public Information Act of Texas Government Code Chapter
552 and except as expressly provided in this Agreement, all information furnished by either
Party in connection
with this Agreement, the Program, or Transactions thereunder shall be kept confidential and used by the other
Party only in such connection, except to the extent such information (a) is
received,(b) thereafter becomes lawfully obtainable from other sources, ( )is required to be disclosed to, or in
any document filed with the Securities and Exchange Commission,banking regulator,or any other governmental
agencies, or (d) is required by law to be disclosed and notice of such disclosure is given (when legally
permissible) by the disclosing party. Notice under(d), when practicable, shall be given sufficiently in advance
of the disclosure to permit the other party to take legal action to prevent disclosure. Each
employees, consultants,agents, and other representatives(collectively, Each
who will have access
to confidential information about these obligations. A Party shall advise all
Representatives involved in this Agreement, the Pro Pte'shall disclose confidential information only to its
Agreement,each party shall,at its option,r gr`an� or the Transactions. Upon termination of this
the other P eta,destroy or render unusable,and discontinue use of all copies of
party's Confidential Information upon request of the other party. The party receiving such request
may,because of State law, system requirements or as may be required by its own record keeping requirements,
retain any of the other party's Confidential Information, provided, however, its obligation of confidential
treatment shall remain in place. If requested in writing,such party shall certify its compliance with the foregoing
provisions. The Bank may exchange Client and Cardholder confidential information with affiliates. The Bank
may also disclose confidential information to service providers in connection with their sup f! 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 Batik. The Bank may exchange credit or other
information concerning the Client or Cardholders with credit reporting agencies and merchants(and, in the case
of Cardholder information, with the Client), including but not limited to information concerning Transactions,
Payment history, reimbursements, and employment status and location. The Bank may in its sole discretion
make an adverse report to credit reporting agencies if a Cardholder fails to pay or is,delinquent in paying an
Account.
17. Miscellaneous.
A. Except as otherwise provided herein, neither party shall use the name or logo of the other
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 herebyP�'y without
grants the Batik a non-exclusive limited license to apply the Marks to the Cards
solely for use in connection with the Program and for no other purpose.
B. If any provision in this Agreement is held by an
y court Of unenforceable, or invalid, such provision shall be inoperative, unenforceable,competenor invalid,on without affecting to be inoperative.
remaining provisions, and to this end the provisions of this Agreement are declared to be severable. Failure of
either party to exercise any of its rights in a particular instance shall not be construed as a waiver of those rights
or any other rights for any Purpose.
C. Nothing in this Agreement shall constitute or create a partnership,
relationship between the Bank and the Client. To the extent either Joint venture, agency, or other
itself n for the other party as required by this Agreement, the P undertakes or performs any duty for
independent contractor. Party shall be construed to be acting as an
JPMorgan Cbase 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
interest herein without the prior written consent of the other
of the Client
and the Bank and their respective successors and assigns. Neither party hereto shall assign,
transfer its interest herein to any affiliate upon written notice o the othert that either sublet or transfer its
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
subject matter hereof. In ase of a conflict of terms
thisthe Contract Documents,rstandings between the the ordeent and rlo B Precedence
to the
this Agreement,Addendum No. I, the Bank's proposal, and then the RFP. All re reorder ions and warranties
pr Bence shall be
the parties contained in this Agreement shall survive the execution of this Agreement and consummation of the
Transactions contemplated hereunder. n ofof
H. This Agreement may be amended only a by a writing signed by the
Pes. All remedies
this Agreement or by law afforded shall be cumulative and 811 shall be available to the parties hereto.contained in
I. To the extent that the Client would have or be able to claim sovereign immin unity
suit or proceeding brought by the Bank, the Client waives its soverei
adjudicating a claim for breach of this Agreement only, subject to the terms and conditions of th actio
urp claim
gun immunity to suit for the purpose of
Adjudication of Claims Arising Under Written Contracts with Local Governmental Entities, Chapter 271, Texas
Local Government Code. b271, Tr I s
J. Section headings in this Agreement are for convenience of reference only, and shall not govern the
interpretation ar import when used in t
any of the provisions
words of similar Of the Agreement. The words "hereof'
his Agreement shall , "herein" and "hereunder" and
Particular provision of this Agreement. refer to this Agreement, eas 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 cureng is a s e that it selects
either from the range of rates available in the wholesale currency markets for the applicable processingdate
(which rate may vary, from the rate the respective entity itself receives), or the government-mandated rate in
effect on the applicable processingdate, ect
rate on the date when the International Transactioncccurred oon r when the
abAlcco Account was udate sed.The Bank from the
the right to charge an International Transaction Fee,as specified in Exhibit A.
will be calculated on the U.S. dollar amount provided to the Bank b The International me pr Transaction e
charges may apply if any International Transaction is reversed. Y the Association. The same process and
L. This Agreement may be signed in one or more counterparts, each of which shall be an original with the
same effect as if the signatures were upon the same Agreement. This A
date first appearing above when each of the Agreement shall become effective as 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 B THE STATE OF TEXAS, BUT
WAIVE ANY RIGHT TO A TRIAL BY JURY. 'SKS THE PARTIES HEREBY
IPMorgan Phase Hank.N a
Page8of16
BANK
CLIENT
JPMORGAN CHASE BANK, N.A.
C T OF FORT WORTH
By Citi
Name CLARE T TRAUTH Karen L. Montgomery
VICE PRESIDENT Assistant City Manager/CFO q /
e'
Title
Recommended By:
ena H. Ilis
Finance irect
Approve s to Form and
yJ
Assi t C' Attorney
ATTEST:
&-,-Ak
Marry Hendrix
City Secretary
Authorization. -2=
Date: '
JF'Morgan l hase Hain.'v q
P1ge 9 4 I n
EXHIBIT A
CITY OF FORT WORTH
INCENTIVES&FEES
DEFINITIONS
"Asso�on"means either MasterCard or Visa.
"Avera a Lar a Ticket Transaction Size"means Large Ticket Transaction Volume divided by the total number
of transactions included in the calculation of Large Ticket Transaction Volume.
"Average Transaction Size"means Charge Volume divided by the total number of transactions included in the
calculation of Charge Volume for any given period.
"Purchasing
Card Charge Vol+ e"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.
"Cr'ed L eyes"means all amounts due to Bank in connection with any Accoun
uncollectible,excluding Fraud Losses. t that Bank has written off as
"ExacTrac Chargeyolum.+•means total U.S.dollar charges made on a
connection with the ExacTrac System,net of d single use account used in
convenience check amounts, fraudulent charges and any transactions that do not qualify for interchana under
returns,and excluding Large Ticket Transactions,cash advances,
applicable Association rules.
g
"Fraud L°sse-"means all amounts due to Bank in connection with any Account
uncollectible as a result of a card being lost,stolen,misappropriated,improthat Bank has written off as
perly used or compromised.
and excluding barge Ticket Tra
"Gross Char a Volume"means Purchasing Card Charge Volume plus ExacTrac Charge Volume,net of returns
nsactions,cash advances,convenience check amounts,fraudulent any transactions that do not qualify for interchange under applicable Association rules. t charges and
"Large Ticket Transaction"means a transaction that the Associations have determined is eligible for a Laz e
Ticket Rate.
g
"Large Ticket Transaction Vol„
me"means total U.S.Commercial Card,net of returns and excludingLargellar Ticket Transactions made on a
ding cash advances, onvenie convenience heck amounts,frauduBlent ank
and any transactions that do not qualify for interchange under applicable Association rules.
charges
"Losses"means all Credit Losses and Fraud Losses.
"Settlement Te
---r days following
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 thepayment
expressed as X& Y, where X is the number of calendar days in the billing cycle and
ttY s the number of calendar
lement Terms are
days following the end of a billing cycle to the date the payment is due.
"Seed 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.
JPMorgan(,hase Bmik,N A
Page I o of it)
REBATES
Volume Rebate
Bank will pay the Client a rebate based on the annual
schedule. The Purchasing Card rebate will be calculatGross Charge Volume achieved according to the following
Charge Volume. ed as the Rebate Rate times the annual Purchasing Card
Qualified
Charge Rebate Rate
Volume
$10 000 000 1.22%
$12,500 000 1.30%
$15 000,000 1.35%
$20 000 000 1.41%
$25,000,000 1.46%
$30 000 000 1.48%
$35,000,000 1.50 0
$40 000 000 1.53%
$45 000 000 1.55%
$50,000 000 1.56%
EaaaM 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.
Sneed of Pavmenr FOAalator
The Bank will pay Client an additional rebate based on its average Speed of Pa
average,payment for the prior period full balance is received in fewer days from cyclee n�required under
the terms of this Agreement,aspeed-to-pay escalator of 0.01%per full day of early payment will be earned.
La--g_ r_ a T�eket Rebate
Bank will pay the Client an annual rebate based on annual Average Large Ticket Transaction Size and annual
Large Ticket Transaction Volume according to the following schedule.The rebate will be calculated as the
Rebate Rate times the annual.Large Ticket Transaction Volume.
Average Large Ticket Rebate Rate
Transaction Size
$7,500 0.60%
_
S10,000 __0.55%
$15000
0.5001a
$20,000 0.45% —
$25,000 0.40"/0 —
>$25,000 0.35%
Rebate Comn_ utat_ i�
The following is for illustrative purposes only and, therefore,the numbersprovided 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:
g
1PMorgan Chat Bao1k,N A.
Page I I of 16
$13,000,000 regular transactions and$2,000,000 for large ticket transactions:
7 Day
Description Percentaee Qollars
Regular Transactions 1.30% $169,000
Large Ticket Transactions 0.40% $8,000
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 immediately preceding the termination will be deemed to be
equal to the Losses for the prior six-month period. Rebate payments will be made in the first quarter for the
previous calendar year via Automated Clearing House("ACH")credit to an account designated by the Client.
To qualify for any rebate payment,all of the following conditions apply.
a. Settlement of any centrally billed account(s)must be by automatic debit or by Client initiated ACH or
wire.
b. Payments must be received by Bank in accordance with the Settlement Terms. Delinquent payments
shall be subject to a Past Due Fees as specified below. Settlement Terms are 7&7.
c. The Client is not in Default under the Agreement.
d. Account(s)must be current at the time of rebate calculation and payment.
JPMorgan Chase Bank,N A Page 12 of 16
F�PurchasinQ('ard)
Technol�¢v F�
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+2a/applied to average daily which is calculated as follows:
(Past due balance+any new spend)/Number of days in cycle.
Will be charged on the cycle date.
Delinquency fee: No Charge
Account Fees
Annual Card Fees: No Charge
Special Purpose Cards(b2B): No Charge
Basic Plastic: No Charge
Logo Plastics:No Charge
Custom Plastics:At cost;based on complexity of design subject to a 1,000 card minimum
Document retrieval fee: $8 per document(undisputed charges)
Statement Duplication: $5 -$8 per statement; $0 through PaymentNet
ACH return item; No Charge
Return Check Fee: $15 per return
Rush Card:No Charge
Standard Card Replacement: No Charge
JPMorgan Chase Bank,N A.
Page 13416
1 '
Card Reinstatement: No Charge
International Transaction Fee: I%surcharge(association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Optional Services
Cash Advance:2.0%($3.00 minimum)
Convenience Checks:$1 per posted check+0.5%of check value
Rejected Convenience Check:No Charge
Convenience Check Stop Payment:No Charge
Other
Should the Client request services not in this schedule,the Client agrees to pay the fee associated with such
service.
1PMurgan Chase 4anl4 N A
1'Age 14 of 16
1 -
FEES(ExacTrac Proeraml
Technology Fees
PaYmentNet and/or SDOL:Custom Reporting/Mapper Programming/Post-loader: $250 per hour(4 hour
minimum)
EDI Set up/Transmission: Pass-through on all set up and development costs
Training
At JPMorganChase site:No Charge;client T&E not included
At Client site:
Initial Training: No Charge
Additional Training: $950 per day, includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past—gees
Late fee:Central Bill: 1%of unpaid balance at cycle+ 15 days;charged on cycle date
Delinquency fee:2.5%of the full
cycle date amount past due at cycle+15 days and each cycle thereafter;charged on
Ac----co unt Fees
Document retrieval fee: first 3 copy requests are free,then$5 per copy request(undisputed charges)
Statement Duplication:$5 per statement;$0 through PaymentNet
ACH return item:$20 per return
Return Check Fee: $15 per return
International Transaction Fee: 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)
ODtloag. ides
FTP
Daily:$500/month
Weekly:$250/month
Bi-weekly:$125/month
Monthly: $75/month
Cash Advance:2.5%($2.50 minimum and$30 maximum)
IPMorgan Chase Bank.N.A
Page 15 of 16
Convenience Checks: 1.5%-3%of check amount($1.50/check minimum,$50 check maximum);$1 per
check fee for keying of payee name
Rejected Convenience Check: $29 per check
Convenience Check Stop Payment: No Charge
Other
Should the Client request services not in this schedule,the Client agrees to pay the fee associated with such
service.
Mlorgan Ch.se Bank,N A
['age 16 of 16
a
FIRST AMENDMENT TO CITY SECRETARY
CONTRACT NO,
ASE BANK
COMMERCIAL CARP AGREEMENT I JPMORGAN CH _7
,N.A.
THIS FIRST AMENDMENT (the 'AmendmenC) to commercialase
' a ) and
Ciof F -AgWisereement')dated as o/August
, n07 between
erfiZanCounties,T (the CIIB ''Made hG notion,situated InTarratDenttonPaThe Bards and the Client agree to amend the Agreement as follows. (the'Ef/ecGve Date').
I. otherwise
he . Capitalized terms used In this Amendment and defined in the Agreement shall be used
rwise pProvided herein. herein as
so defined, except as
2-. ohAmendment Paragraph 4.8of he Agreement is hereby deleted In Its entirety and restated to read as fellows;
'Fraud Losses will not be deducted from
rebates.Provided that the Client shall Immediately notify the Bank
that the Client knows or suspects has been lost,stolen,Mise
liable for fraudulent transact) PProprlated,Improperlyby Phone of any Account
o^(s)made on an used,or compromised.The Client shall not be
vendors,Provided that(1)the Client or Cardholder Otherhas mmetf�la persons
notified than
e Bank a
neither the Client nor the Cardholder has received any direct or indirect agents Of he Client and the Cllent's
specified in the Previous sentence;(II)
has been set up and operated by the Client in accordance with the Bankbs fraud reduction best fraudulent
lentiTra s d
from time to time(Including Transaction(s);(ill)the Program
^9 but not limited to blocking high-risk MCCs; P eslflnated by the Banc
for approved expenses;limiting cash advances:adhering to transaction dailyand the Bank by the Client rather than Cardholders
Client maintains reasonable security Precautions and controls Yeti limit, 'established
transaction data;and(v)the Client notifies the Bank no later thaaeni(10)business da Gon �'the Bank):(iv)he
� use and storage of Cards and
statement in which the fraudulent Tra^saction(s)first Ys after he date a
ten
was first made available to he Client In the Poor t the �does
not adopt the fraud reduction best practices Including but not limited to those designated in this section,as designated by the Bank
from time to time,within 10 business days of being so notified In writing by the Bank,the Client will be liable for
Transactions on any Account Prior to the time the Client notifies the Ban
Y fraudulent
3 Amendment Exhibit A Is hereby deleted in Its entirety and replaced Paced in full with a new'Exhibit A as attached hereto.
4 Amendment. The Agreement Is hereby modified to incorporate a new
hereto. 'Exhibit B entitled'Single Use Accounts Addendum as attached
5• Amendment Section 11 of the
Agreement,Termination,is hereby amended to add Section 11.C,which shall read as follows;
'In he event no funds or Insufficient funds are a
Client will notify Bank of such occurrence and his Agated reementt shall
expense
appropriations were received withoutterminateY on the last Period for any Payments due hereunder,
Payments herein agreed upon for which funds have been appropriated..
the Client of any kind whatsoeverdaexce y of the fiscal Period fol which
PProPrlated.' Pt as to the portions of he
. Continued Effect. Except to the extent amended hereby,all terms.Provisions and
amended from time to time,shall continue lo full face and efled and the
with its terms. conditions of the Agreement.as it may have been
Agreement shall remain enforceable arxl binding In accordance
Piggyback Provlslon. Pursuant to the Texas Interlocal
this Agreement may be extended to other local Cooperation Act Chapter 791, TexasAgreementmay governments Government Code(the-Act-),the use of
y ended to Not For-Profit aflencies of the state as described in the Act.
the Bank, in its sole discretion, shag have y�Option to°f9anzatrona and P^�atprovee uwversiGes at Cket's discretion. hloryyiths Additionally, the
A9reernet. Each Participant allowed by the Bank to obi the ParticiPsthn of any Participant(as later def �for°golhis
ParticiparK. Each Parti ipat shall be responsible for its awry services under this A )under this
Client for Agreement shall do so independent of any other
Payments hereunder or otherwise,due to any town oilure i � virtue of this Agreemet. T
he not be liable for any transactions, Y Card or establish an Bank shah not be liable to the
Payment of fees,or any other obligations of any Participant u Y Account fora Participant.under this Aflr'eer►ren. Pant Client shag
Counterparts, This Amendment may counterparts
any number Of
and the same document,and each Party herto meadylexecute his Amendm tby ,all of which when taken together shall constitute one
Amendment by signing any of such counterparts.
P" or'
IN WITNESS WHEREOF the
the Bank and the Client have caused this Amendment to be executed by their res
the effective date written a
pactive authorized officers as of
JPMORQAN CHASE BANK,N.A.
CITY OF FORT WORTH,TEXAS
By.
By:
Name: CLARE T. TRAUTH
I'�ESIDENT Name: Karen
Title: L. Mont Omer �D
Title:
Client Attestation: n;�
&C REQUIRED
The undersigned,a duty authorized officer or r
eprInto and peAorm this Amendment and that the sentof the Client,does
witnessed by the undersigned, Is an officer, signing above hereby certify that the Client has been duly authorized to enter
Amendment. Partner, member or other behalf Of the Client, whose execution Of this Amendment was
representative of the Client possessing authority to execute this
By:
Name:
Title
'Note: The person signing the attestation shall be someone different from the person signing above on behalf of the Client.
APPROVED AS TO FORM AND LEGALITY
By 11
Anesy:
Name: Malesh a Farmer �j
A
Title: j/
Assistant Cit Attornet�li�tllLs Cllr+
�o4.aatt��a
ouoo0000004'0���
o °
�o
*o o°* dd
A op0000DOQoo° 4y
Aaa��NX 44�4r s
EXHIBIT A
INCENTIVES AND FEES
DEFINIT M
'A 'means either MasterCard or Visa.
'Average Filetum'means the number of days between the transaction posting date and the posting date of payment in fun,averaged over the
rebate calculation period.
'Average Larne Ticket Transaction Sion'means Large Ticket Transaction Volume divided by the total number of transactions Included In the
calculation of Large Ticket Transaction Volume.
'AWMlQft Payment Terns" means the Average Filetum minus half the number of calendar days in the Wiling cycle as spetcifle d In the
Settlement Terns.
"Cha=Voig_me•means total U.S.dollar charges made on a Bank Commercial 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.
'Combined Charge Vol■ 'means Charge Volume and Single Use Charge Volume.
"Contract Year"means a 12-month period beginning on August 31d of each year or any anniversary of such date.
'Credit Loa='means all amounts due to Bank in connection with any Account that Bank has written oft as uncollectible,excluding Fraud
Losses.
'Fraud Loses'means all amounts due to Bank in connection with any Account that Bank has written off as uncollectible as a result of a card
being lost,stolen,misappropriated,improperly used or compromised.
*Large Ticket Transaction*means a transaction that the Associations have determined Is eligible for a Large Ticket Rate.
lame Tic •means total U.S.dollar Large Ticket Transactions made on a Bank Commercial Card,net of returns and
excluding cash advances,convenience check amounts, fraudulent charges and any transactions that do not qualify for Interchange under
applicable Association rules.
'Losses'means all Credit Losses and Fraud Losses.
'Texas Payment Gard ^nwn.—•means the City of Fort Worth,Texas and other Texas public entities eligible to participate
under the Act and that have been approved by the Bank for participation, 9 P pate in the Program
ftpa
'Pita"means the Client or a Texas public entity approved by the Bank to participate under the Commercial Card Purchasing and Single
Use Account programs provided to Client under this Agreement and which have executed an agreement in the form as attached hereto as
'Exhibit C'(the'Participation Agreement)or in such other forth as provided by the Bank from time to time.
"Settlement Terme•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 ft payment is due. Settlement Terms are expressed as X 3 Y,where X is the number of calendar days in
the billing cycle and Y is the number of calendar days folio"the end of a billing cycle to the date the payment is due.
.Si Use Charge V deo means total U S.dollar charges made on a Virtual
singI System,net of returns.and excluding Large Tlckat Tran Use Account used in connection with the S' b Use
for interchange under applicable Association rules. �t�.cash advances,hiudulent charges and any transactions that do nW quality
Virtual Single °rr^ ^r'means a Card-less Account used in connection with a single,unique transaction.
°spy 3 d t 1
RUA
V
Sin
Bank will pay the Participant a rebate based on the annual Texas Payment Card
to the following schedule. The rebate will be emulated as the Rebate Rate t�sortlum's Combined ned Charge Volume achieved accord(
the annual Participant's respective Combined Chary
NOTE; In year 1 0l this Agreement(13/31/2010—8/30/2011), Bank will assume Charge Volume of S200-000.000 and
1.59%rebate levels based on the PartiGpant's Current annual volume. For each Year thereafter, the consortium rebate w�71 beat i.95%
%and
Pa per the
TES PAYMENT CARD CONSORTIUM
'Combined (Individual Participant Volume Grid)
Consortium Pu►chaain Card Prorarn
Charge Volume SWW-SIMM
i1MM or greater
Under
$25,000 000 0.7576
$25,000,000 1.25%
$75, 000 0.80% 1 5076
$150,000 000 0'85% 1.551
6200 000 000 0.90%
$300,000,000 0.95%
1.5996
$500,000,000 1 am
1.02%
1.81%
*Combined Chart's
Agreement Is Volume for each Participant will begin to accrue on the flat day of the month following the date the Participation
executed
tion
n
I
Bank will pay the Participant a rebate based on the annual Single Use Charge Volume
calculated as the indicated Rebate Rate times the annual Single Use Charge Volume. achieved as Indicated below. The rebate will be
If Participant achieves$1,000,000-510,000,000 in Single Use Charge Volume,the rebate rate Is 1.24%
If Participant achieves Single
above,
Use Charge Volume greater than$10,000,000, the rebate rata is In
accordance with the rebate grid
NOTE: Participants with Single Use Account Charge Volume less than 51,000,000 will not be Implemented.
A T
The Bank win pay Client an additional rebate based on its Aver
period fuM received in fewer days from_ Payment terms throughout the
balance is age P
escalator of 0 0196 per full day of eartY Payment win be earned,end required under the terms of this Ye. H.on average, for the prior
Agreement, an Average P*Yrn"Terms
P I
For Parftpants with Program spend of under 11110 million annually,y the smerfdafa reporting sol
Participants with annual spend of 510 millution will be implemented.
Ion or above can select the Bank's PaymentNet reporting platform or smarldafa
PIP 4013
Laraa Ticket Reties._purrhaslnn and Slnafa Usa A int fE-Pay.ht.a, r.>,,
u cnvv.
Bank will Pay the Participant an annual rebate based on annual Average Large Ticket Transaction Size and annual Large Ticket Transaction
Volume according to the folkbwing schedule,when the respective Participant's annual Combined Charge Volume threshold requirements are
achieved. The rebate will be calculated as the Rebate Rate tkmes the annual Large Ticket Transaction Vdume.
PURCHASING AND 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-$14,999 .50%
$15,000-$19,999 .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 the right to ratably adjust the rebate rates accordingly.
General Rebate Terms
Rebates will be calculated annually in arrears.Rebate amounts are subject to reduction by all Losses.If Losses exceed the rebate earned for
any Contract Year,Bank will Invoice the respective Participant for the amount In excess of the rebate,which amount shall be payable within
thirty(30)days of receipt of the Invoice. Upon termination of the Program, the Losses for the six-month
termination will be deemed to be equal to the Losses for the subsequent six-month period If the Participant �artiidmatI Lately Precedingthan the
Program,Bank reserves the right to offset any Losses from one Program against any rebate earned under ny other Program.
��one
Rebate payments will be made within 90 days after the end of the previous Contract Year via wire transfer to an account designated by the
Participant.
To qualify for any rebate payment,all of the following conditions apply.
a. Settlement of any centrally billed accoungs)must be by automatic debit or by the Participant initiated ACH or wws.
b. Payments must be received by Bw*in accordance with the Settlement Terms. Deiktquery payments shah be subject to a Past Due
Fees as specified below. Settlement Terms are 30&14 for both the purchasing and single use Onft s programa
c. The Participant must maintain a satisfactory Bank credit risk rating(investment gra equivalent).
d. The Partikipant is not in Default under the Agreement.
Fees Schedule-for Programs using the Smartdata System
The following are the fees associated with our purchasing card and single use account program in t
States:
he United
Annual card tee -— ----
$0.00
Cash advance tee
_ 2.0%(53.00 minimum)
Convenience check fee --
2%of check amount(S 1.50/check minimum)
Rejected convenience check
----_— 50.00
Convenience check stop Payment
$0.00 —
Standard card replacement
$0.00 per card
Card reinstatement
$0.00
Emergency(rush)card replacement
S25 per card IF effected through the Bank.N eft
association,Client shall ��through the
Return check(payment) Pay any fees charged by the association.
ACH return S15 Per return
60.00
Document retrievai
Dispute-related:S0.o0
Duplicate statement
-------- Non-disPuts-related:$8 per document
Se Per statement
Currency conversion tee 1%surcharge(association pass through) _
'Dormant credit balance fee
$0.00
Over-limit fee
$0.00
Miscellaneous fees
None
Finance charge
Prime+2%is applied to the average daily,which Is calculateds
a
Follows:(Past due balance+any new spend)/number of da
Will be charged on the cycle data. ys Icycle.
Bask:Plastic
s0.o0
Customer logo plastic
5500 per bgo for any newly designed logo;No fee to a
logo on a new plastic. PPh'a current
Customized plastic cost
1,000 t�minimum based on cornPiexity of_design subject to a
---
Training - _
at Bank s sna -----.-� -- _
rraini so 00
(customer r&E uded) - - -
-- not incl
ng al your srte(a) -_
---- S 1,550/day
-- -----
Paper
statements_
-------
tatements--_— $0.00 — ----
ElectronIc Payment fee
------ 50.00
Custom rePorttng/mapper programming/Post- --
ioader SDOI
custom mapper priced by MasterCard;
Pass-through charge
-------------
File transfer using FTP �—
Dag"500.00/month -----_—
Weekly--s250.00/month
81-weekt"125.00/month
Monthly-4 75.00/m onth
PaymentNet setup fee
Waived -
Smartdata setup fee
SDOL monthly maintenance fee
$50 Per program per month -WAIVED ager a Participant reaches
---- _ _
SDOL real time $300.000 annual spend during a Contract Year
----------_.____._ $0.00
Should the Participant request services not in this schedule,
the Participant agrees to pay the fees associated with such services.
°•w 14,1
Fees Schedule-for Programs Using Bank's PsYmentNet Solution
The following are the fees associated with our purchasing card and single use account programs in the United Stat
PROGRAM FEES es.
Annual card fee
------ __ $0.00
Cash advance fee -- -- -
2.5%($2.50 minimum) `----- --
Convenience check fee - -
2%of check amount(51.50/check minimum)
Rejected convenience check
--- ---— _-_— $0.00 Per occurrence
Convenience check stop payment
I"'-------- $0.00 _
Standard caro replacement _
$0.00 Per card
Card reinstatement
$0.00
Emergency(rush)card replacement
$25 per card K effected through the Bank.If effected through the
a15 Per retedadw,Client shall pay any fees charged by the association.
Return check(payment)
$15 per return
ACH return
$20 Per return
Document retrieval
Dispute-related:$0.00
Duplicate statement ---~—
Non-disPute-related:3 copy requests free,then$5 per copy request
$5 per statement
[�C;v
ersion fee ----.—_._ _
- -----_ -_. _ 196 surcharge(association —
i Dormant credit balance fee Pass-through) -
Cwer-limit fee ------
$0.00
Miscellaneous fees
Pass-through charges for other s
PAST-DUE FEES specialized services(case-by-case fee)
Late fee
�l N:I%of unpaid balance at cycle;charged r9 on cycle date
Finance charge
None
Delinquency fee
2.5%of the full amount past due(30-d e0-day+)at cycle and each
cycle thereafter,charged on cycle date.
CARD DESIGN
Bask _-__-____,-_
Plastic •-----____-,_,___ _
-___---
Customer
Aogo blastic -------
$500 Per logo for any newt de
Y signed logo No fee for existing 10908
_ rew plastics.
�Customized plastic __ _.___.-.. _
$1 Per card subject---- bfect to a 1.000
- — --- -- card minim
TRAINING AND CONSULTING "' ----- um for any new cards
Training at Bank's site - ----_----. _ _
�----------- $000(customer T&E not included)
-- - --
Treining at your sHe(s) )
$0.00 for first se8slon;addrtlonal
TECHNOLOGY SERVICES ses8ans®$1,5501day
PaymentNat setup fee
-----__ -- Walved
EDI setup/transmission _
Pass-through- ^ugh on aY setup and da --------
----- __ costs
P��301 ij
IPaper statements -
f�-�50.00 ----.`-_—_—�----------__
Electronic payment fee
--. $0.00 - -
Custom reporting/mapperp
rogramming/post- $250
�� per hour(51,000 minimum)
rOPTIONAL PROGRAMrrECHNOLOGY SERVICES _
File transferusing ng FTP
Dafly-�500/month -- ------ __
Weekhr-$250/month
BI-week"125/month
Monthly ?&Month
Should the Participant request services not in this schedule the Partici M
Pa agrees to pay the fees associated with such sanices.
'"4 0l 1
EXHIBIT B
SINGLE USE ACCOUNTS ADDENDUM
In consideration of the mutual promises and upon the terms and conditions herein.Bank will deliver to the Texas Payment Card Consortium
Participant the Network Services described below:
DeNnitions.Terms defined in the singular shall Include the plural and vise versa,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.
"Intellectual Property Rights" means patent rights (Including patent applications and disclosures), copyrights, trade secrets, Marks
(including registrations and applications for registrations thereof),know-tow,inventions and any other intellectual property or proprietary rights
recognized in any country or jurisdiction In the world.
"Network" means the Bank's Internet based platform for exchanging electronic commercial card payment Information data between the
Partidpant and its Suppliers and merchant Processors related to commercial card settlement.
"Network Security Procedures" means the digital certificates, user logon identifications, passwords, approvalimits or other securit
l
devices,whether Issued or made available by the Bank or a third party,for use by the Bank and
users and Payment Instructions Initiated by the Participant via the Network the Participant l authenticating Networky
"Network Services"means the software hosting services, implementation services, training services, support services, and/or consulting
services,provided ided by the Bank to the Participant under this Addendum.
"Payment Instruction"means an Instruction initiated by the Participant,either via file Integration or via the user interface,to the Bank via the
Network requesting the Bank to provide a Single Use Account to the Supplier.
"Single Use Program""means the commercial card management system composed of Single Use Account controls,and
reports to facilitate
purchases of and payments for,business goods and services.
"SuPPilee'means an entity that is enrolled in the Network to exchange and process transaction data relating to payments with the
and to receive commercial card payments through the Network, Participant
"Single Use Transaction"means a purchase,payment,fee,charge or any other activity that results in a debit to a Single Use Account and
shall be construed to be a Transaction as defined in the Agreement.
I. In connection with the Participants Participation in the Single Use Program,the Participant may initiate and request through the Single
Use Program,Single Use Account(s)to be used for payment of Single Use Transactions and must provide to the Bank all required data
for processing of Single Use Transactions. The Single Use Accounts are non-transferobte and non-assignable. The Single Use
Accounts shall remain the property of the Bank. Participants shall receive a periodic statement of the Single Use Account Transactions.
The Participant shall be liable for all Single Use Account Transactions on all Single Use Accounts.Statements will be made available to
the Participant,either delivered to a U.S address or in electronic form,
2. During the term of this Addendum and subject to the Participant's performance of its obligations hereunder,the Bank will maintain the
Network and allow the Participant to access the Network for Its Internal use. The Bank reserves the right at any time to revise or modify
the Network's functionality, specifications, and/or capabilities. The Participant acknowledges that the Network exchanges payment-
related data between Participant and Suppliers to effect commercial card settlement
_. Subject to the terms and conditions of this Addendum,during the term hereof,the Bank grants to the Participant a nonexclusive right to
access the Network for the sole purpose of receiving the Network Services.
The
icipant has no right to provide
+ mannerrnot contemplated herein,including access to the Network to any third party. The Participant may not access the Network in any
m4 providing service twreau,time sharing a other computer services to third parties.
The Participant's rights to access the Network will be limited to those expressly granted in this Addendum. The Bank reserves all rights.
title and interest in and to the Network not expressly granted to the Participant hereunder.
The Bank or its licensors) is and shall remain the sole and exclusive owner of all of the proprietary features and functionality of the
Network and Intellectual Property Rights in and to the design,architecture,and software implementation of the Network.
Except for thoselicenses
expressly owned granted hereunder, neither Party shag gain by virtue of this Addendum any rights of ownership of
Intellectual Pr by the other. Bank or its #censors shall solely own all intellectual Pr
enhancements, modifications or customizations of the Network or Network Services and In a °pen' Rights in any
documentation or techniques which it or Its representatives develop ideas, concepts, know how,
develop or provide under this Addendum.
s
Participant
h Bank�its Suno responsibility for the terms,conditions or perform
Network and pnxnptlypPlkxs. The Participant Is responsible for regularly once d Purchase sale or Payment transactions between the
rrotlfying tirs Bank d any a�pa. Inspecting the Single Use Transaction history available via the
`+ The Participant Is solely responsible for establish
industry standards, to safeguard"not the Ing.
maintaining and enforcirq its Internal Policies and
agrees to maintain the confldentlalky d the Networkry thorizsd approvals, or Payment Instruction into in conformity with
have been accesseddevices and related instrucilom for use d the Network. rityParticipant believes�d d any passwords Nd Participant
es, security
es�breach onoor su
ntsInnvoice payment t tProcessing oc fxomptly W the at any advise the Bank�tthe �sa io
over Payment Processing, Procedures and the corrective actions an to be taken
to restore or verify security
I0 All Payment Instrucdoq submitted in the name of the Partial
PrOc Network
The Bank shall process Participanrs Pa pant aro subJect to authenticafkxr
Supplier In conant to
y � shalt be entified talo rely and tions when
t�Payment Instructl ns re veditd by Bankrsuan he kppursu��
authorized,Issued In the Participant Pays nnamee ent andau The Participant p0A aU Infbe nd bya ny reoelwd In the PartldpaM or any
uthenticated by the Bank In accordance with the Neta Ac Sec struct on, or or not Procedures.
BANK
PARTICIPANT
By:
By:
Name, 'F T rc�
I ITN Name:
Title: VICE PRESIDENT - L Mentoomery
Title: Assistant CitY Manager
Participant Attestation:
EiNoM&C itEQUTRLD
The undersigned, a duly authorized oRksr or representative d the Participant,
authorized to enter Into and perform this Addendum and that the does hereby certify That the Participant has been duly
Addendum was witnessed by the undersigned,is an officer, Person signup above on behalf d the Pa
execute this Addendum. partner,member or other representative d the Participant execution d this
Pa Possessing authority to
By:
Name:
Title
'Note:The person signing the attestation
shalt be
someone
different from the person signing above on behalf of the Participant
APPROVED AS TO RM AND LEGALITY
By: Atte by.
Name: Maleshia Farmer
Title: Assistant City Attorney S y Hendrix, City taryd�4aaTlnn
,fORr
�0
0% 0 F'
dP0 000 *a
a� 000000000°0 �✓
EXHIBIT C
PARTICIPATION AGREEMENT I JPMORGAN CHASE BANK.NA.
THIS PARTICIPATION AGREEMENT (the 'Participation Agreement-) Is made and effective this
('Effective Date'),by and between day of
a (the'Participant')and JP
an Chase
USA,N.A.,as may be determined from time to time.(the'Bank')e
ach a national banking association. 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 conditions 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,provis
parties agree as folions and covenants contained herein,the
lows:
I. Definitions. Except as otherwise provided herein,all capitalized terns 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 Obilgadons. By their execution of this Participation Agreement,the Participant and Banc hereby agree to be bound by all the
terns and conditions of the Commercial Card Agreement attached hereto as Exhibit I.This Participation Agreement shag remain In effect
according to Its terms without regard to the continued existence or enforceability of the Commercial Card Agreement with respect to the
original parties thereto. 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 shalt be responsible only for transactions and for fees,
charges and other amounts due under the Commercial Card Agreement related to the use of Accounts of the Participant pursuant to the
Commercial Card Agreement and that the Client shall not be liable for any such transactions and for any such fees,charges and other
amounts.
? Incentives. For purposes of calculating rebates,Combined Charge Volume for each Participant will begin to accrue on the first day of
the month following the date the Participation Agreement is executed.
4. Notices. Notwithstanding the provisions of the Commercial Card Agreement,all notices and other communications required or permitted
to be given under this Participation Agreement 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 notim 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 Riverslde Plaza,Suite ILi-0198
Chicago,IL 80870-0199
Attn: Commercial Card Contracts Manager
To the Participant:
Attn:
Mlsceflaneous. This Participation Agreement shall be governed by and construed in accordance with the substantive laws of the State
of Texas, and as applicable, federal law. The headings, captions, and arrangements used in this Participation Agreement aro for
convenience only and shall not affect the Interpretation of this Participation Agreement.This Participation Agreement may be executed in
any number of counterparts,all of which,when taken together shall constitute one and the same document,and each Party hereto may
execute this Participation Agreement by signing any of such counterparts.
Papp 12 Cl 13
IN WITNESS WHEREOF,the parties have caused this Participation Agreement to be duty executed as of the date first written above.
BANK:
By:
Name:
Title
PARTICIPANT:
By:
Name:
Title:
Participant Attestation:
The undersigned,a duty authorized officer or representative of Participant,does hereby certify that Participant has been duty authorized to
enter Into and perform this Participation Agreement and that the person signing above on behalf of the Participant,whose execution of this
Participation Agreement was witnessed by the undersigned,is an officer,partner,member or other representative of Participant possessing
authority to execute this Participation Agreement.
By:
Name:
Title