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HomeMy WebLinkAboutExhibit 2ATTACHMENT "A" CHASE COMMERCIAL CARD PROGRAM MASTER AGREEMENT Agreement No COMMERCIAL CARD CLASSIC AGREEMENT This Commercial Card Classic Agreement (the "Agreement") is entered into as of 2003 between Department of Off -Street Parking of the City of Miami d/b/a Miami P k'�Authority, (the "Client"), and JPMorgan Chase Bank, NA. (the "Bankk"), a national banking association. Commencing on the date of this Agreement, the Bank and the Client hereby agree that the Bank will provide the Commercial Card Classic Program, as hereinafter defined, and the Client may participate in the Program subject to the terms and conditions of this Agreement. 1. Defnitfons. Tenrts 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 MasterCard account number assigned to a Cardholder and/or the Client, the related -any-Cam bearing suchoimt�rmrrber. "Account Credit L[tnit" means the upper Iimit established for an extension of credit that the Bank may authorize with respect to an Account. "Agreement" means this Commercial Card Classic Agreement as it may be amended from time to time. "Association" means MasterCard. "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 MasterCard card that is issued by the Bank with respect to an Account. "Card Request" means a written or electronic transmittal from the Client, requesting the Bank to issue a 'Card(s) or establish an Account(s). "Cardholder" means (i) an individual in whose name a Card is issued, and (ii) any other employee, off=, 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. "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 "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 BanL may authorize in connection with this Piogtam 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. 3FMorgnn Cbsao Bank, N.A. Page 1 of 15 V 09202005 cfaneic '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. "Joint and Several Liability" means the Client and Cardholder are jointly and severally liable for all Transactions on an Account and such liability shall be as agreed by the parties and reflected on the Bank's records, subject to the Cardholder Agreement and this Agreement. "MCC-mivanTTM=h�-Ca egory Code as­-desig`nafed"by - tcrCar . "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. "Merchant" means any business that accepts MasterCard cards as payment for goods and services. "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 this Agreement. "Program Administrator" means an individual authorized by the Client to perform various administrative and security functions in connection with the Program and System. "System" means the conduit through which the Client can access Account and Transaction data and reports. "Transaction" means a purchase, a cash advance, charges or any other activity that results in a debit to an Account. 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 the Association in connection with suspected employee misuse of an Account. D. In connection with individual billed Accounts, pursue collection efforts with Cardholders for Accounts with balances past due up to 120 days after the billing date. JPMorgan Chase Bank, N.A. Page 2 of l5 V 04202005 classic E. Insurance coverage has been obtained which meets the requirements as outlined below: COMMERCIAL GENERAL LIABILITY Limits of Liability Bodily Injury and Property Combined Single Limit Each Occurrence $1,000,000 General Aggregate Limit $2,OOD,000 Persona[ and Adv. Injury $1,000,000 ProducWCompleted Operations $1,000,000 Endorsements Required MPA and The City of Miami included as an Additional Insured Employees included as insured Contractual Liability f�UTOMOBILE-BUSINESS Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required MPA and The City of Miami included as an Additional Insured WORKER'S COMPENSATION Limits of Liability Statutory -State of Florida EMPLOYER'S LIABILITY Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 0. Obligations of the Client. In connection with the Program, the Client shall; A. Initially request a minimum often (10) Accounts in connection with the Program by submitting a Card Request. From time to time the Client may submit to the Bank a Card Request form for additional cards. The Card Request shall be in a form approved by the Bank, shall include all information required by the Bank, and shall be accompanied by such evidence of authority for the Card Request as the Bank may require. All Cana Requests shall be delivered to the Bank in a secure, encrypted, or password protected format, By submitting any Card Request, the Client represents to the Bank that the information contained therein is consistent with the Client's own records concerning the listed Cardholder or entity. The Client represents that the Cards and Accounts to be issued and established under this Agreement are substitutes for accepted cards and accounts, or will be sought and issued only in response to written requests or applications for such Cards or Accounts obtained by the Client from the prospective Cardholders in accordance with Section 226.12 (a) of Regulation Z of the Federal Truth in Lending Act. The Client shall retain such applications (paper or electronic) for any Account when such application is not provided to the Bank, for a period of twenty-five (25) months atter the application has been received and acted upon. The Client agrees to use reasonable security precautions to safeguard Accounts in connection with their storage, use, and dissemination of Accounts. B. Notify each Cardholder that the Accounts are to be used only for business purposes, for purchase transactions, travel and entertainment, cash advances, and fleet and fuel transactions in each case that benefit the Client either directly or indirectly. C. Clearly disclose to each of its Cardholders the extent, if any, to which the Bank will provide JPMorpa Chew Bank, N.A. Page 3 of 15 V 09202005 classic Transaction and Account information to third parties. D. Make commercially reasonable efforts to (1) maintain a process ensuring timely and accurate reimbursement of all business purchase transactions to its Cardholders, (ii) not exceed the Credit Limit or permit Cardholders to exceed the Account Credit Limits, and (iii) collect and destroy any Cards it no longer requires in connection with this Program, E. In connection with Joint and Several Liability Programs, (i) provide the Cardholders with the Commercial Card Cardholder Agreement attached, if applicable as Exhibit C, and (ii) make commercially reasonable efforts to ensure that Cardholders comply with the Cardholder Agreements. F. Immediately notify the Bank of any Account for which the Client no longer has use. G. Immediately notify the Bank by phone of any Account that the Client knows or suspects has been lost; stolen, misappropriated, improperly used or compromised. H. Comply with, all requirements of any corporate liability waiver coverage. Any balance outstanding associated with an Account for which a corporate liability waiver is requested shall become immediately due and payable. I. Notify the Bank of any Transaction the Client disputes within sixty (60) days of the last day of the Cycle during which such Transaction is charged to the Client. The Client will use commercially reasonable efforts to assist the Bank in attempting to obtain reimbursement from the Merchant, The Bank will use commercially reasonable efforts to assist the Client in attempting to obtain reimbursement from the Merchant; provided, however, the Client understands that no chargebacks will be granted for Transactions resulting from Account usage where a Cardholder's name is not embossed on a Card or where there is no Card associated with such Account. The Client or Cardholder shalt not be relieved of liability for any disputed Transaction if the chargeback is rejected. The Bank shall not be liable for any Transaction where notice of the disputed Transaction is received from the Client more than sixty (60) days after the last day of the Cycle during which such Transaction is charged to the Client. The Client shall not make a claim against the Bank or refuse to pay any amount because the Client or the person using the Card may have a dispute with any Merchant as to the goods or services purchased from such Merchant which has honored the Card for that purchase. 4. Liabilities of the Client. A. Regardless of any established Credit Limits or Account Credit Limits, the CIient agrees to pay and perform when due all of its obligations, including without limitation: i) The Client shall make payment monthly for all transactions posted to a Corporate Account as reflected on a periodic invoice during a cycle within twenty-five days of the cycle date or if such day is a Saturday, Sunday or a Bank holiday, the payment shall be due on either the previous or the next Business Day as specified on the periodic statement (the "Payment Date"). If all or any portion of a payment owed by the Client is not received by the Bank by the Payment Date, then the amounts outstanding shalt bear interest, from the first day after the Payment Date to the date on which the Bank receives such payment in full, at the Finance Charge Rate listed in Schedule B. Such interest shall be calculated on the average daily outstanding balance for each day during such period and on the basis of a 360 -day year, ii) With respect to Joint and Several Liability Accounts, the Client shall pay to the Bank, within ten days of written notice, all amounts owing and payable under or in connection with each such Account not paid by a Cardholder within 120 days of the first billing, 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. RlAorgan Chase Bank, NA ?ago 4 of 15 V 09202005 classic 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 Clint's notice, knowledge, or consent) that varies the Client's risks or might otherwise legally or equitably constitute discharge of a surely 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 E. 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 CIient Vendor, and (b) such other information in such format as the Bank may in its sole discretion require. The Client shall immediately notify the Bank upon revoking a Client Vendor's authority. Notwithstanding anything to the contrary in this Agreement, the Client shall be liable for ail amounts owing and payable under or in connection with each such Account and this Agreement. 5. Liabililies ofihe Cardholder. In connection with any Joint and Several Account, the Cardholder shall be liable for all amounts owing and payable under or in connection with such Account, as provided in the Cardholder Agreement and this Agreement. 6. 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, it the Client and/or the Cardholder exceed the Credit Limit and/or the Account Credit Limit, the Client and/or Cardholder shall pay all amounts exceeding the Credit Limit and/or Account Credit Limit as applicable. B. 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 ISO 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 anytime 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. JPMorgan Chase Bank, N.A. Page 5 of 15 V 09202005 classic 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. 7. Prograrn and System Acces. A. The Bank may 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 commercially reasonable security procedures, terms and conditions that the Bank may communicate from time to time upon notice to the Clicnt. C. Th-e"Cllent shat! safeguard all Access C es andbe responsible for all use of Access Codes issued by the Program Administrator. The Client agrees that any access, Transaction, or business conducted using an Access Code may be presumed by the Bank to have been in the Client's name for the Client's benefit. Any unauthorized use of an Access Code (except for unauthorized use by a Bank employee) shall be solely the responsibility of the Client. D. The Bank is authorized to rely upon any oral or written instruction that designates an Authorized User until the authority of any such Authorized User is changed by the Client by oral or written instruction to the Bank, and the Bank has reasonable opportunity to act on such instruction. Each Authorized User, subject to written limitation received and accepted by the Bank, is authorized on behalf of the Client to: open and close Accounts, designate Cardholders, appoint. and remove Authorized Users, execute or otherwise agree to any form of agreement relating to the Program, 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 with the operation of the Program or the System, E. In connection with use of the System, the Client may instruct the Bank to furnish specific Transaction data to third parties that provide reporting products or services to the Client, The Bank will transmit the Transaction data, without representation or warranty to such third parties identified in such instructions. 8. 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, 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. 9. 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 B attached hereto. The Bank may change the fees and charges payable by the Client on a prospective basis at any time provided the Bank notifies the Client at least thirty (30) days prior to the effective date of the change, Should there be a need to perform services other than those specified in Exhibit t.3, the Client agrees to pay the fees and charges associated with any such service_ 14. Termination. 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 shall be renewed for two (2) one-year terms upon the anniversary of the effective date. This Agreement may be terminated by the Bank at any time for any reason and the Bank may refuse to allow further Transactions or revoke any of the Accounts at any time and for any reason. The Client also may terminate this Agreement and/or cancel any of the Accounts at any time and for any reason. The Client shall immediately pay all amounts owing under this Agreement, without set-off or deduction, and destroy all physical Cards fumished to Cardholders, The Bank will assign the Client all its rights concerning such amounts paid_ In the event collection is initiated by the Bank, the Client shall be liable for payments of reasonable altotneys' fees, including but not limited to JPMorgan Chase Bank, N.A. Page 6 of 15 V 09202005 classio reasonable in-house counsel fees incurred by the Bank. Sections 2.13, 3.D, 3.G, 3.H. 3.I, 4, 5, 6.A, 7, 9, 10, 11, 12, 13, 15,16.A, 16.C, 16Y, 16,G, 16,1-, 16.I, 161, and 16.N shall survive the termination of this Agreement. 11. Defaull. As used herein, "Default" includes (i) the Client failing to remit any payment to the Bank as required by this Agreement; (ii) either party filing or suti'ering a petition as debtor in any bankruptcy, receivership, reorganization, liquidation, dissolution, insolvency, or other similar proceedings, or making any assignment for the benefit of creditors; (iii) default by the Client under any material debt owed to any Bank related entity; (iv) any material adverse change in the business, operations or financial condition of the Client. 12, Remedies and Damages. Upon the event of a Default, either party may terminate this Agreement 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. Except for remedies expressly provided herein, termination will be a party's sole remedy for breach of this Agreement. In no event shall termination or expiration release or discharge the Client from its obligation to pay all amounts payable under this Agreement. 13. Limitation of Liability and Indemnification. The Bank will be liable only for direct damages if it fails to exercise ordinary care. The Bank shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry, The Bank shall not be liable for any special, indirect or consequential damages, even if it has been advised of the possibility of these damages. Subject to applicable law, the Client will indemnify the Bank for all claims, costs, demands, expenses, liabilities and losses, including reasonable legal fees and expenses, arising from any claim of a third party relating to any action taken or not taken by the Bank pursuant to this Agreement, unless the action or non -action constitutes the lack of ordinary care or willful misconduct by the Bank; or the breach of any provision of this Agreement. This provision shall survive termination of this Agreement as to matters that occurred during its term. 14. 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 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 form from one party to the other_ To the Bank: JPMorgarn Chase Bank, N.A. 300 South Riverside Plaza, Suite ILI-0199 Chicago, Illinois 60670-0199 Attn: Commercial Card Contracts Manager To the Client: Department of Off -Street Parking of the City of Miami d//b/a Miami Parking Authority 190 North East Third Street Miami, Florida 33132 Attn: Claudia Saintanne 15. Confidentiality, Except as expressly provided in this Agreement, and as required by law, all information furnished by either party in connection with this Agreement, the Program, or Transactions thereunder shall be kept confidential and used by the other party only in such connection, except to the extent such information (a) is already lawfully known when received, (b) thereafter becomes lawfully obtainable from other sources, (c) is required to be disclosed to, or in any document filed with the Securities and Exchange Commission, banking regulator, or any other governmental agencies, or (d) is required by law to be disclosed and notice of such disclosure is given (when legally permissible) by the disclosing party. Notice under (d), when practicable, shall be given sufficiently in advance of the disclosure to permit the other party to take legal action to prevent disclosure. Each party shall advise al[ employees, consultants, agents, and other representatives (collectively, "Representatives") who will have access to confidential information about these obligations. A party shall disclose confidential information only to its Representatives involved in this Agreement, the Program, or the Transactions. Upon termination of this Agreement, each party shall, at its option, return, destroy or render unusable, and discontinue use of all copies of the other party's Confidential Information upon request of the 1PMorgan Chase Bank, N.A. Page 7 of 15 V 09202005 classic other party. The party receiving such request may, because of system requirements or as may be required by its own Pecord 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 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. 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. The restrictions on use in this Section 15 shall not apply to information or data in aggregated and/or anonymized form, and shall not prohibit the use by Bank of any statistical, aggregate information that is not identified with the`Clientor IvlerchanT-for creaiion o s atisTrca marketing studies tor research, product development and promotion or strategic planning. 16. Miscellaneous. A. Except as otherwise provided herein, neither party shall use the name or logo of the other party without its written consent, If the Client elects to have its Marks embossed on the Cards or provide them to the Bank for other uses, the Client hereby grants the Bank a non-exclusive limited license to apply the Marks to the Cards solely For use in cormection with the Program and for no other purpose. B. If any provision in this Agreement is held to be inoperative, unenforceable, or invalid, such provision shall be inoperative, unenforceable, or invalid without affecting the remaining provisions, and to this end the provisions of this Agreement are declared to be severable. Failure of either party to exercise any of its rights in a particular instance shall not be construed as a waiver of those rights or any other rights for any purpose. C. Nothing in this Agreement shall constitute or create a partnership, joint venture, agency, or other relationship between the Bank and the Client. To the extent either party undertakes or performs any duty for itself or for the other party as required by this Agreement, the party shall be construed to be acting as an independent contractor. 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. This Agreement, or any of the rights or obligations hereunder, may not be assigned by the Client without the prior written consent of the Bank. In no event shall the Client be relieved of liability to the Bank arising hereunder unless and until a purchaser, transferee, assignee, or other successor in interest to the Client's business shall expressly assume such liability in writing and the Bank accepts such assumption of liability in writing, which acceptance by the Bank shall be solely within the Bank's discretion. 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. This Agreement embodies 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. All representations and warranties of the Client contained in this Agreement shall survive the execution of this Agreement and consummation of the transactions contemplated hereunder. H. This Agreement may be amended or waived only by notice to the Client in writing from the Bank. All remedies contained in this Agreement or by taw afforded shall be cumulative and all shall be available to the parties hereto. JPMorgan Chase Bank, N.A Pnge a of 15 V 09202005 classic I. Any taxes (excluding federal and state income taxes on the overall net income of the Bank) or other similar assessments or charges payable or ruled payable by any governmental authority in respect of the Agreement or the Transactions contemplated hereunder shall be paid by the Client together with interest and penalties, if any. J. To the extent that the Client would have or be able to claim sovereign immunity in any action, claim suit or proceeding brought by the Bank, the Client irrevocably waives and agrees not to claim such immunity with respect to the enforcement of any provision or against any cause of action arising directly from the contractual duties and obligations of this Agreement_ Nothing in this provision should be construed to mean that the Client can not plead or enforce any legal defenses or limitations of damages that it may otherwise have either under this Agreement or by law. K. To the best of its knowledge, Bank represents and warrants to Client that Bank does not and will not engage in discriminatory practices and that there shalt be no discrimination in connection with Bank's or per maf— ncc undes this Agreemen on account of rac- e, c�or, sex, re igton, age, handicap, Marital status or national origin. Bank further covenants that no otherwise qualified individual shalt, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. L. Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Bank hereby certifies to Client that, to the best of Bank's knowledge, no individual member of Bank, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of Client. Bank hereby represents and warrants to the NIPA that throughout the term of this Agreement, Bank, its employe -.s and its subcontractors will abide by this prohibition of the City Code. M. Bank agrees to provide access to Client or to any of its duly authorized representatives, to any books, documents, papers, and records of Bank which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. Client may,.at reasonable times, and for a period of up to three (3) years following the date of final payment by Client to Bank under this Agreement, audit, or cause to be audited, inspect or cause to be inspected, those books and records of Bank which are related to Bank's performance under this Agreement. Bank agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Bank's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by Client. On` an ongoing basis, Bank will make available to Client, Bank's most recent Statement of Financial Condition on Bank's website which includes Bank's audit reports related thereto. N. Bank understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Client's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by Client and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by Client. O. Bank shall, at all times during the term hereof, maintain such insurance coverage as may be required by Client for the term of this Agreement and any extensions hereof. The Insurance Requirements for the three-year term of this Agreement are set forth in Section 2.E. hereto. Bank understands that such Insurance Requirements will be reviewed and may be revised by Client if this Agreement is extended. till such insurance, including renewals and types of coverage, shall be subject to the approval of the City of Miami (the "City") for adequacy of protection and evidence of such coverage shall be furnished to the Client and the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified, or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the Client. Completed Certificates of Insurance shall be filed with the Client prior to the performance of Services hereunder, provided, however, that Bank shall at any time upon request file duplicate copies of the policies of such insurance with the Client. JPMorgan Chase Dank, N.A. Page 9 or 15 V 09202005 classic If, in the judgment of the Client and/or the City, prevailing conditions warrant the provision by Bank of additional liability insurance coverage or coverage which is different in kind, Client reserves the right to require the provision by Bank of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Bank fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following Client's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect P, Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any of the provisions or the Agreement. The words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement , as a whole and not to any particular provision of this Agreement. Q, 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�ive cur=y conversion procedures. The exchange rate the Association uses to convert currency is a rate that it selects either from the ranee of rates available in the wholesale currency markets for the applicable processing date (which rate may vary from the rate the respective entity itself receives), or the government -mandated rate in effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the rate on the date when the International Transaction occurred or when the Account was used. The Bank reserves the right to charge an International Transaction Fee, as specified in Exhibit B. The International Transaction F= 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. R_ This Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect as iFthe signatures were upon the same Agreement. This Agreement shall become effective as of the date first appearing above when each ofthe parties hereto shall have signed a counterpart hereof. S. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. CLIENT HEREBY WAIVES ANY RIGH TO PERSONAL SERVICE OF ANY PROCESS IN CONNECTION WITH ANY ACTION, AND HEREBY AGREES THAT SERVICE MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE CLIENT AS SPECIFIED IN SECTION 14. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY. JPMORGANCHASE BANK, N.A. F_�ffi N.A- 0 Name CLARE Title l/►CE PRESIDENT JPMergan Chest Bank, N.A. V 04202005 classic Page 10 or 15 DEPARTMENT OF OFF-STREET PARKING OF THE CITY OP MIAMI D/B/A MIAMI PARKING AUTf T By \ 1 1t' Name +✓.✓ t�1 d v : -F4 Gi Title C_�S Client Attestation: The undersigned, a duly authorized officer or representative of the Client, does hereby certify that the Client has been duly authorized to enter into and perform this Agreement and that the person signing above on behalf of the Client, whose execution of this Agreement was witnessed by the undersigned, is an officer, partner, member or other representative of the Client possessing authority to execute this Agreement. By: Name: 5� Title: C; a ote a person signing the attestation shall e someone different from the person signing a ve on behalf of the Client. WITN SSSS: DEP TMENT OF OFF -S ET PARKING OF THE CITY OF MIAMI DB/A MIAMI PARKING AU ORITY Print Name: 1 i ,•, ^«' S Date: `7 / U Print Name:, -F"'- AX7,-� Date: APPROVED AS TO FORM AND CORRECTNESS DEPARTMENT OF OFF-STREET PARKING Or THE CITY OF MIAMI D/B/A MIAMI PARKING AUTHORITY City Attorneti o Date: D APPROVED AS TO INSURANCE RWE)j -S PARKING OF THE C= OF MIANE D/B/AMIAMI PARKING A , Risk Man ett��t A lois afor Date: «1 0 JPMocgan Chase Bank, N.A. Page I t of 15 V 092420Q5 classic EXHIBIT A MASTERCOVER.AGEO LIABILITY PROTECTION PROGRAM GUIDE (separate document sent electronically) JPMoTM Chase Bank, N.A. Page 12 of 1S V 09202005 classic EXHIBIT B TO COMMERCIAL CARD CLASSIC AGREEMENT DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI DIB/A MIAMI PARKING AUTHORITY INCENTIVES & FEES DEFINITIONS "Average Annual SnendT)er Card" means the result of annual Charge Volume divided by the average number of open Accounts. The average number or open Accounts is calculated as the number of Accounts open at each month-end, averaged over a calendar year. "Averag_e Transaction Size" means Charge Volume divided by the total number of transactions included in the calculation of Charge Volume for any given period. acee Vol ume" mea— ns tali l -U �d1 alar charges made, on an Account, net o—F returns, and excluding gas advances, rraudulent 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 as uncollectible, excluding Fraud Losses. "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, "Losses" means all Credit Losses and Fraud Losses. "Settlement Terms" means the combination or 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 cycie and Y is the number of calendar days following the end of a billing cycle to the date the payment is due. "wed of Payment" means the number of calendar days after a billing cycle end until the date that full payment of the cycle end balance is posted by the Bank. JPMorgan Chase Bank, N.A. Page 13 of 15 V 09202005 classic REBATES Volume Rebate Bank will pay the Client a rebate based on the annual Charge Volume achieved according to the following schedule. The rebate will be calculated as the Rebate Rate times the annual Charge Volume. Annual Charge Volume Rebate Rate (%) $1,000,000 0.82% $2.1000,000 0.85% $3,000,000 0.93% $4,000,000 0.99% $5,000,000 1,00% $6,000,000 1,01% $7,000,000 1.42% $8,000,000 1.03% $9,000,000 1.04% $10,000,000 1.05% $12,500,000 1.06% $15.000,000 1.07% $17,500 000 1.08% 520,000,000 1.09% Individual Bili and Individual Pay Rebate Adiustment For travel Charge Volume that is individually billed or individually paid, subtract 0.05%. Speed of Payment Escalator If the Client elects billing and payment terms of 30/7 instead of 30/14, then 0.07% will be added at each tier level in the above rebate schedule_ General Rebate Terms Rebates will be calculated annually in aiTears. 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. In no event shall the Bank pay the Client a rebate for the year in which this Agreement is terminated. Rebate payments will be made in the first quarter for the previous calendar year via Automated Clearing House ("AClrcredit 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 check 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 Finance Charge as specified below. Settlement Terms are 30 & 14. c. The Average Transaction Size must be greater than $100 for the calendar year. d. The Average Annual Spend per Card must be at least $10,000 for the calendar year. e. The Client is not in Default under the Agreement. JPMorgan Chase Dank, M.A. Page 14 or IS V 09202005 classic FEES Annual Card Fees* *(.Assessed in January based on prior year spend; 10 -card minimum required) Less than $500,000 annual Charge Volume Waived Greater than or equal to $500,000 annual Charge Volume No charge Incidental Fees Plastic Design (assesscd per order) Standard No Charge Gtaahir. Cat�2e igr�{one standard color)M Ct�eho.t.stamplogo-- No -Charge Additional Logos $350 per side per proof *(Available only for programs with 20 or more cards) Copy Retrieval Fee (applies only tc nort-disputed items) $8,00 per receipt FAST Cavi (24-hour card replacement) $20 per card Cash Advance Finance Charge Rate (applies only to past due accounts) International Transaction Fee: Reporting Fees Smart Data Online — Monthly Subscription Fee Cardholder Fees (Applies to individual billing only) Late Payment Fee Returned Check Fee Finance Charge Rate (applies only to past due accounts) Data File Fees (T&E Expense System or ERP System) Set Up Fee Monthly Fee Other 2% ($3.00 minimum) Prime Rate+ 2% up to 1% of the transaction amount Waived S 15 per Card per past due payment by Cardmember $15 per Cardmember check returned Prime Rate + 6.4% $300 per program $50 per program per month Should Client request services not in this schedule, Client agrees to pay the fee associated with such service. JPMocgan Chase Bank, N.A. Page 15 of 15 V 09202005 classic CERTIFICATE OF JPMORGAN CHASE BAND, NATIONAL ASSOCIATION I, Eva Loeffler, DO HEREBY CERTIFY that I am a duly elected and qualified Assistant Secretary of JPMorgan Chase Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America (the "Bank") and that set forth below is a true and correct copy of resolutions duly adopted by the directors of the Bank pursuant to a unanimous written consent dated January 17, 2007. I further certify that said resolutions, at the date hereof, are still in full force and effect_ RESOLVED that loan agreements, contracts, indentures, mortgages, deeds, releases, conveyances, assignments, transfers, certificates, certifications, declarations, leases, discharges, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, r}roxies requisitions_�lewands,�Lo9fs_o�dabi,xlaims,�ecords, notes_signifying-indebtedness-of JPMorgan Chase Bank, N.A. (the "Bank"), and any other contracts, instruments or documents in connection with the conduct of the business of the Bank, whether or not specified in the resolutions of the Bank's Board of Directors (the "Board'D may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Bank by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, a Vice Chairnmi of the Board, a Vice Chairman, any member of the Operating Committee or Executive Committee, any Executive Vice President, the Chief Financial Officer, the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any Senior Vice President, any Managing Director, any Vice President, or any other officer who the Secretary or any Assistant Secretary certifies as having a functional title or official status which is equivalent to any of the foregoing, and the seal of the Bank may be affixed to any thereof and attested by the Secretary, any Vice President or any Assistant Secretary; provided, however, that any guarantees, comfort letters or other letters of support issued by the Bank in respect of obligations of any of the Bank's affiliates or subsidiaries ("Support Documents") may be executed only where consistent with such resolutions of the Board dated the date hereof, as may be amended, relating to the provision of Bank guarantees and other support issued by the Bank in respect of obligations of its subsidiaries and affiliates; RESOLVED that powers of attorney may be executed on behalf of the Banl: by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, a Vice Chairman of the Board, a Vice Chairman, any member of the Operating Committee or Executive Committee, any Executive Vice President, the Chief Financial Officer, the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any Senior Vice President, and by any Managing Director having a rank equivalent to Senior Vice President; provided, however, that such powers of attorney may not provide authority for signing Support Documents except as where consistent with such resolutions of the Board dated the date hereof, as may be amended, relating to the provision of Bank guarantees and other support issued by the Bank in respect of obligations of its subsidiaries and affiliates. I FURTHER CERTIFY that CLARE T. TRAUTH is Vice President of JPMorgan Chase Bank, National Association and is empowered to act in conformity with the above resolutions, WITNESS my hand and the seal of JPMorgan Chase Bank, National Association as of this 26"' day of June, 2008. Eva Loeffler Assistant Secretary (Corporate Seal)