HomeMy WebLinkAboutExhibit CEXHIBIT C
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (the "Participation Agreement') is made and effective this
day of , 200_ ("Effective Date"), by and between , a (the
"Participant')and JPMorgan Chase Bank, N.A. or Chase Bank USA, N.A., as may be determined from time
to time, (the "Bank") each a national banking association.
WITNESSETH:
WHEREAS, pursuant to that certain Commercial Card Agreement dated as of July 9, 2008
(the "Commercial Card Agreement") between Department of Off -Street Parking of the City of Miami d/b/a
Miami Parking Authority (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,
provisions and covenants contained herein, the parties agree as follows:
1. Definitions. Except as otherwise provided herein, all capitalized terms used herein and
not otherwise defined and which are defined in the Commercial Card Agreement shall be used herein as so
defined in the Commercial Card Agreement.
2. Mutual Obligations. By their execution of this Participation Agreement, the Participant
and Bank hereby agree to be bound by all the terms and conditions of the Commercial Card Agreement
attached hereto as Exhibit I. This Participation Agreement shall 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. All references, to "Client' in the Commercial Card Agreement shall be
deemed to constitute references to the Participant hereunder.
Without limiting the generality of the foregoing, the Participant further agrees that it shall
be responsible only for transactions and for fees, charges and other amounts due under the Commercial
Card Agreement related to the use of Accounts of the Participant pursuant to the Commercial Card
Agreement and that the Client shall not be liable for any such transactions and for any such fees, charges
and other amounts.
3. Notices. Notwithstanding the provisions of the Commercial Card Agreement, all notices
and other communications required or permitted to be given under this Participation Agreement shall be in
writing and shall be effective on the date on which such notice is actually received by the party to which
addressed. All notices shall be sent to the address set forth below or such other address as specified in a
written form from one party to the other.
To the Bank: JPMorgan Chase Bank, N.A.
300 S. Riverside Plaza, Suite IL1-0199
Chicago, IL 60670
Attn: Contract Manager
To the Participant:
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4. Miscellaneous. This Participation Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York, and as applicable, federal law. The
headings, captions, and arrangements used in this Participation Agreement are 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.
IN WITNESS WHEREOF, the parties have caused this Participation Agreement to be duly
executed as of the date first written above.
BANK:
By:
Name:
Title:
PARTICIPANT:
By:
Name:
Title:
Participant Attestation:
The undersigned, a duly authorized officer or representative of Participant, does hereby certify that Participant
has been duly 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:
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