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HomeMy WebLinkAboutcontractNumber: , 6388 Date: NOV 14 2003 CONTRACT BETWEEN METROPOLITAN G"OVERNME1VT.t f= NASHVILLE liN[S f5;4Viti§oN''ttioci .'' ANDJ,P.. MORGAN"CHASE & CO. FOR THE PUIRCHASE'CP SERVidtt This contract is entered into on this 1 day of �flJ rim b -ex 2003, by and between THE METROPOLITAN GOV RNMENT QF NASHVILLE AND d.AVEDSON COUNTY; a municipal corporation of the State of Tennessee ("Metro°'') and J P, Morgan Chase & Co., 3949 South 700 East, Sulte 500, Salt Lake City, Utah 84107 ("Contractor"). This contract consists of the following documents: • This Document, • Request for Proposal (RFP) #03-13, • Addendum #1, dated February 19, 2003, • Contractor's Proposal, . . • Contractor's Response to Questions; dated March 31, 2003, • Chase Commercial Card Program Master Agreement, and • insurance Requirements In the event of conflicting provisions, all do cum.ents shall be construed according to the following priorities: • Any properly executed amendment or change order to this contract (most recent with first priority), • This contract, • RFP #03-1 3, • Addendum #1, dated Fehruary l9, 2d03; • Contractor's Proposal, • Contractor's Response to Questions, dated March 31, 2003; • Chase Commercial Card Program Master Agreement, and • Certificate of insurance 1. Duties and Responsibillties of Contractor. Contractor agrees to provide and Metro Card Services and/or Travel Msnagement Services as stated in Metros RFhasing agrees to purchase the following services Internet Based Solution for s RFP incorporated herein by reference. 2. term. a) The term of this contract will begin on "the dale this contract is signed by all required parties and filed In the office of the Metropolitan Clerk, Metro contemplates that the contract, term Mil begin on or about November 1, 2003 (beginning date). The initiarcontract term will end on October 3i, 2Op8 (ending date). 1 b) This contract may not be extended. In no event shall the term of this contract exceed five (5) years. 3. Compensation. Contractor shall be paid the following charges: There will be a 1% charge fee applied the unpaid balance at 15 days from Statement Date. There wltl be a 2,5% late fee applied to the unpaid balance at 45 days from the Statement Date. There will be an 'additional.2.5% late fee applied to the unpaid balance every 30 days after 45 days from Statement Date. There will. be a $15 per incident returned check charge. There will be no other, charges or fees for the performance of this contract. However, there will be a rebate opportunity for Metro as set out in Contractor's proposal. 4. E lectronic Payment thirty(30) daysopfand lg authorizing p yQhto the Contractor. Thereafter, allpayments to the Contractor, r any contract the Contractor has with Metro, shall be made electronically. 5. Taxes. Metro shall not be responsible for any taxes that are imposed on Contractor. Furthermore, Contractor understands that it cannot claim exemption from taxes by virtue of any exemption that Is provided to Metro, 6. Copyrights, Trademark, ServICe lOarkc, or Patent infringement. • a) Contractor shall, at Its own expense, be entitled to and shall have the duty to defend any suit which may be brought against Metro to the extent that It is based on a claim that the products or services furnished infringe a copyright, Trademark; Service Mark, or patent. Contractor shall further Indemnify and hold harmless Metro against any award of damages and costs made against Metro by a final judgment of a court of last resort in any such suit. Metro shall provide Contractor immediate notice in wrting of the existence of such claim and full right and d opportunity to conduct the defense thereof, together with all available information and reasonable cooperation, assistance and authority to enable Contractor to do so,. No costs or expenses shall be incurred for the account of Contractor without its written consent. Metro reserves the right to participate in the defense of any such'action. Contractor shall have the right to enter Into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon Metro unless approved by the Metro Department of Law Settlement"Commltttee and, where required, the Metro Council, b) If the products or services furnished under this contract are likely to, or do become, the subject of such a claim of infringement, then without diminishing Contractor's obligation to satisfy the final award, Contractor may at its option and expense: 1) Procure for Metro the right to continue using the products or services, !;) Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to Metro, so that they become non-lnfringing. 111) Remove the products or discontlnue the services and cancel any future charges pertaining thereto.. 2 iv) Provided, however, that Contractor will not exercise option b.iii. until Contractor and Metro have determined that options b.f. and b.il. are impractical. c) Contractor shall have no liability to Metro, however, If any such infringement or claim thereof is based upon or arises out of: i) The we of the products or services In combination with apparatus or devices not supplied or &se approved by Contractor. 11) The use of the products or services in a manner for which the products or services were neither designated nor contemplated. iii) The claimed Infringement in which Metro has any direct or indirect interest by license or otherwise, separate from that granted herein. 7. Termination --Breach. Should Contractor fail to fulfill in a timely and proper manner its obligations under this contract or it It should violate any of the terms of this contract, Metro shall have the right to immediately terminate the contract. Such termination, shall not relieve Contractor of any Ilab ility to Metro for damages sustained by virtue of any breach by Contractor. haveethe right to t'err? ate the oontracl imm. Should ediately upon for this written ct bp notice to CO Metro shall to Contractor. 9. Termination --Notice. Metro may terminate this contract at any time upon thirty (30) days written notice toContraotbr. ... 10. Compliance with taws. Contractor agrees to comply with any applicable federal, state and local laws and regulations 11. Notices and Designation Of Agent for Service of Process. a) Notice of assignment of any rights to money due to Contractor under this contract must be mailed or hand delivered "to the attention of Metro's Chief Accountant, Division of Acoounts, iepartment of Finance, 222 Third Avenue North, Suite 750, Nashville, Tennessee 37201, with a copy to the recipient for Metro notices listed below. All other notices to Metro shall be mailed or hand delivered to: Department: Division of purchases Att'n: Contracts Coordinator Addr: 222 Third Avenue North, Sixth floor Nashville, TN 37201 b) Notices to Contractor shad be malted or hand delivered to: Contractor: Chase Manhattan Bank USA, N.A. Att'n: Mr. Gene Ryzewlcz Addr: 3949 South 700 East, Suite 500 Salt Lake City; Utah 84107 3 c) Contractor designates the following as the Contractor's agent for service of process and will waive any objection to service of process 1f process is served upon this agent: Designated Agent: Chase Manhattan Eank USA, N,A. Att'n: Mr. Gene Ryzewicz Addr: 3949 South 700 East, Suite 500' Salt Lake City, Utah 12. Maintenance of Records.. Contractor shall malntaln documentatlonforall charges against Metro. The books, records, and documents of Contractor, insofar as they relate to work performed or money received under the contract, shall be maintained for a period of three (3) full years from the date of final payment and wilt be subject to audit, at any reasonable time and upon reasonable notice by Metro or its duly appointed representatives. The records shall be maintained in accordance with generally accepted accounting principles, 13. Monitoring, The Cohtractor's activities conducted and records maintained pursuant to this Contract shall be subject to monitoringand evaluation by Metro, the Department of Finance/DIN/talon of Internal Audit, or their duly appointed representatives. 14. Metro Property. Any Metro property., Including but not limited to books, records and equipment,' that is in Contractor's possession shall be maintained by Contractor in good condition and repair, and shall be returned to Metro by Contractor upon termination of the contract, Alt goods, documents, recoids, and other work product and properly produced during the performance'of this contract are deemed to, be Metro property, 15. Modification of Contract. This contract may be modified only by written amendment executed by ail parties and their signatories hereto. All change orders, where required, shall be executed In conformance with section 4,24.020 of the Metropolitan Code of Laws. • 16. Partnejshia/Joint Ventura Nothing herein shall In any way be construed or Intended to create a partnership or joint venture between the parties or to create the relationship of principal and agent between or among any of the parties. None of the parties hereto shall hold itself out In a manner contrary to the terms of this paragraph. No party shalt become liable for any representation, act or omission of any other party contrary to the terms of this paragraph. 17. Waiver. No, waiver of any provision of this contract shall affect the right of any party thereafter to enforce such provision or to exercise any right or remedy available to It in the event of any other default, 18. Employment. Contractor shall not subscribe to any personnel policy which permits or allows for the promotion, demotion, employment, dismissal or laying off of any individual due to race, creed, color, national origin, age, sex, or which is in violation of applicable laws concerning the employment of individuals with disabilities. 4 19. Non -Discrimination. It is the policy of the Metropolitan Government not to discriminate on the basis of age; race, 'sex, color, national origin, or disabilityin Its hiring and employment practices, or In adm€scion to, access to, or. operation of Its programs, services, and activities. With regard to at aspects of this contract, Contractor certifies and warrants It will comply w€th this policy No person 'shell 'be excluded 1rom participation be denied benefits of, be discriminated against In the admission`. or access to, or be discriminated against in treatrnentor employment in Metro's contracted; programs or activities, on the grounds of handicap and/or disability, age, race, color, religion, sex, national origin, or any other .classification, protected by federal or Tennessee' State Constitutional or statutory law; nor shall they be excluded from participation in; be denied benefits 'of, or be otherwise subjected to discrimination in the performance of contracts with Metro. or in the employment practices of Metro's Contractors. Accordingly, all Proposers entering Into contracts with Metro shall, upon request, be required' to show proof of such. nondiscrimination and to post in conspicuous places that are available to all employees and applicants, notices of nondiscrimination. 20. Insurance. During the term of.this.Contract, Contractor shall maintain professional liability insurance with limits of not leas than one million Jotters, A certif€cate of insurance, in a form satisfactory to Metro, evidencing said coverage shall be` provided to Metro prior to commencement of performance of this Contract. Throughout the term of this contract, Contractor shall provide an updated certificate of Insurance upon expiration of the current certificate. 21. Contingent Fees. Contractor hereby represents that Contractor has not been retained or retained any persons to solid or secure a Metropolitan Government contract upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention' of bona fide employees or bona fide established' commercial selling agencies.. for'the` purpose of securing business. Breach of the provisions of this paragraph is; in addition to a breach of this contract, a breach of,ethicai standards which may result in civilor criminal sanction and/or debarment or suspension from being a' contractor or subcontractor under Metropolitan Government contracts. • 22. Gratuities and kickbacks. It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand; accept or agree to accept from another person; a gratuity or an offer of employment in connection with any decision; approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any' specification or procurement standard, rendering of advice, investigation, auditing or In any other .advisory capacity In any proceeding or application, request for ruling, determination, claim or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therefor. It shall be a breach' of ethical 'standards for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime g passociated therewith, es an inducement p contractor or higher tier subcontractor or a arson for the award of a subcontract or order: f3reaGh"of theprovisions of this paragraph is, in addition to a breach of this contract, a breach of ethical standards that may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Metropolitan Government contracts. 5 23. indemnifications and l 91d Harinless. Contractor shall Indemnify and hold harmless Metro, its officers, 'agents and employees from: a) Any claims, damages, costs and attorney fees for Injuries or damages arising, in part or in whole, from the negligent or intentional acts or omissions of Contractor, its officers, employees and/or agents, Including its sub or Independent contractors, In connection with the performance of the contract, and, b) Any claims, damages, penalties, costs and attorney fees arising from any failure of Contractor, Its officers, employees and/or agents, including It sub or Indepen- dent contractors, to observe applicable laws, Including, but not limited to, labor laws and minimum wage laws. c) Metro will not indemnify, defend or hold harmless in any fashion the Contractor • from any claims arising from any failure, regardless of any language in any attachment or other document that the Contractor may provide, d) Contractor shall pay Metro any expenses incurred as a result of Contractor's failure to fulfill any obligation in a professional and'tfinely m niter under this Contract. 24. Assianment•-Consent Reauirecl. The provisions of this contract shall inure to the benefit of and shall be binding upon'the respective successors and assignees of the par- ties hereto. Except for the rights of money due to Contractor under this contract, neither thls contract nor any of the rights and obligations of Contractor hereunder. shall be assigned or transferred in whole or in part without the prior written consent of Metro. Any such assignment or transfer shall not release Contractor front its obligations hereunder. NOTICE OF ASSIGNMENT' OF. ANY 1 t`Gi-1T TO' MONEY' DU `O CbRTIlACTOR UNDER THIS CONTRACT MNUSTI3E SEKIT TO THE Ati terdiSrO ETF O'g i-ii ACCOUNTANT, DIVISION OF ACCOUNTS, iDt16APITIVENT'Orr liVsrdt,12Y6114111b4 AVENUE NORTH, SUITE "750, NASHVILLE; TENNESSEE 37201, 25. Entire Contract. This contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties. 26. Force Maleure. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. 27. Qovernlna Lave The laws of the. State,of Tennessee thereof shall govern the validity, construction and effect of this contiact and any and all extensions and/or modifications. Tennessee law shall govern regardless of any language In any attachment or other document that the Contractor may provide. 28. Venue. Any action between the .parties arising from this agreement shall be maintained In the courts of Davidson County, Tennessee: 6 29. Several)!llty. Should any provision of this contract be declared to be invalid by any court of competent jurisdiction, such provision shall be severed .and shall not affect the validity of the remaining provisions of this contract; 30, Effective Date. This contract shall not be binding upon the parties until It has been signed first by the Contractor and then by the authorized representatives of the Metropolitan Govemment and has been filed In the office of the Metropolitan Clerk. When it has been so sighed and filed, thls contract shall be effective as of the date first written above. NASHVILLE AND DAVID86N iITY: NTRAt;TgR Metropolitan Government Purchasing Agent �", Io/A.,2 /03 BY: `�. RECOMMENDED: Department Head Department: rt t WA Title: VP Sworn to and subscribed to before me, a Notary Public, this bd-D b-s tr day of , 200 , APP�VED AS TO AVAILABILITY OF by Gh,fii,u, F a►'I'1 theU PC,GfTRlt",yA of Contractor and duly authorized to execute this Instrument on Contractor's behalf. APPROVED AS TO IWSt1RA CE: Director f Insurance APPROVED AS TO FORM AND LEGALITY: Metropolitan Attorney FILED 1N THE OFFICE OF.TTi.E.." METROPOLITAN CLERK: Date: Nov 14 2003 PUS Notajy Public ommlaslon Expires —1( JEANNE AVERY,. BssG KR:n.7e) EAST,STE 4 ALT S:LAKE CW1%10 1. 107 COMM, EXP. 7 ,,,01.1,-,,t,:4,114LItrA*01:11;.4..';4=e+11 i.`e Affidavits State of - . County of Contingent Fees Statement: In accordance with the Metropolitan Government's 1992 Procurement Code, It is a breach of ethical standards for a person to be retained, or to retain a person, to solicit orsecure a Metropolitan Government contract upon an agreement or understanding for a contincjent commission, percentage, or 'brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business, After first .being duly sworn according to law, the .undersigned {Affiant}' states that he/she is the (Offeror) and that the Offeror has not retained anyone in violation of the foregoing. Non -Discrimination Affidavit: After first being duly sworn according to law, the undersigned (Afflant) states that he/she is the , (Offeror) and that by Its employment policy, standards, and practices the Offeror does not subscribe to any personnel policy which permits or allows for the, promotion, demotion, employment, dismissal, 'or laying off of any Indio€dual due to his/her race, creed, color, national origin, age,' or sex, and that the Offeror Is not in. violation of and will not violate any applicable laws concerning the employment of individuals with disabilities. It is the policy of the Metropolitan Government not to discriminate on the basis of age, race, sex, color, national origin, or disability In its hiring and employment practices, or In admission to, access to, or operation of its programs, services, and activities. With regard to all aspects of this contract, Contractor certifies and warrants it will comply with this policy, And Fyrrther Affla t sayeth not: By. Title: UFO Address: Swor to and subscribed before me on this apt a } day of �1(7Jl94-I` 200 J. ry Public My commission expires: ty-1I 0 JEANINE AVERY :wawa lTa 700 EASY BTE4Q0 ..,� 81ALT LAACE'OITY, U1 10107. COMM:,�: ytlf;;i120g6 ,cy 8 JPMorgan Chase Commercial Card Solutions - Tel 972.712-1116 Bill KnIering To: Bry Thomas/JPMCHASE@JPMCHASE .,� cc: b Suject: RE: Contract #15388 y 12/15/2003 12:42 PM C1 I sent the file to Rich and he is good to go with it. Thanks, Bill William Kniering Vice President JPMorgan Chase Commercial Card Solutions Phone: 972-712-11 16 Fax: 972-377-3883 E-Mail: BiII,Kniering@JPMChase.com Bry Thomas Bry Thomas 12/12/2003 03:35 PM MJ To: Bil! Kniering/JPMCHASE@JPMCHASE cc: Subject: RE: Contract #15388 um, unfortunately management and policy requires an original. Sorry Bry Thomas Legal JPMorgan Chase JPMorgan Chase Commercial Card Solutions - Tel 972-712-1116 JPMorgan Chase Commercial Card Solutions - Tel 972-712-1116 Bill Knlering 2,12/12/2003 02:34 PM To: Bry Thomas/JPMCHASE@JPMCHASE cc: Subject; RE: Contract #15388 'I What do you want me to do? Is the copy I sent sufficient.? If not I can see about getting another one to them. Thanks, Bill William Kniering Vice President JPMorgan Chase Commercial Card Solutions Phone: 972-712-1116 Fax: 972-377-3883 E-Mail: BiII.Kniering@JPMChase.com "Dooley, Beth (Finance/Purchasing)" <beth.dooley©nashville.gov> "Dooley, Beth (Finance/Purchasing)" <beth.doofey@ nashvill e.gov> 12/12/2003 08:52 AM To: Bill Kniering/JPMCHASE@JPMCHASE cc: Subject: RE: Contract #15388 Mr, Kniering: The buyer an this contract was supposed to inform you that we no longer send out Hard or Wet Signed copies, We are now only sending electronic copies, The only thing that 1 would be able to send you through the mail would be a printed copy of what I sent you via email. The two copies that were sent in are retained in two different places in Metro. I am sorry that no one made you aware of this policy. Please let me know what you would like me to do. Thanks! Beth Dooley Original Message From: Bill.Kniering@jptnchase.com (mailto:Bill,Kniering@ ipmchase.comj Sent: Thursday, December 11, 2003 3:26 PM To: Dooley, Beth (Finance/Purchasing) Subject: Re: Contract #15388 Beth, Thank you for the agreement. I know that we sent in 2 copies of the signed agreement with the anticipation that we would receiv.e one of them back as a fully executed original with you retaining the other one. Do you know if you have our copy available to send us? For audit purposes we need to have original for our files. Please let me if you have our copy of the agreement or if we need to send you another copy to get signed. Thanks, Bill fi William Kniering Vice President JPMorgan Chase Commercial Card Solutions Phone: 972-712-1116 Fax: 972-377-3883 E-Mail: Bill,Kniering@JPMChase.com "Dooley, Beth (Finance/Purchasi To: Bill Kniering/JPMCHASB@JPMCHASE ng)" cc: "Watkins, Bob (MNPS)" <bob,watkins@mnps.org>, "Hauer, Mike <beth,dooley@nash (Finance/Purchasing)" <mike,hauer@nashville.gov> ville,gov> Subject: Contract #15388 1 1 /19/2003 1 1:32 AM «Docl .doc» This is an executed copy of contract #15388. If you have any questions regarding this contract please give me a call. Thanks! Elizabeth B. Dooley Contract Support Metro Finance Department - Purchasing 222 2nd Ave N. Suite 601 Nashville, TN 37201 Work (615) 862-6180 Fax (615) 862-6179 www.nashville.gov #### Doc l.doc has been removed from this note on December 11 2003 by Bill Kniering