HomeMy WebLinkAboutexhibit3EXHIBIT A
Card Capabilities:
1. Fleet/Fuel (MasterCard only).
The City elects does not elect to add Fleet/Fuel capabilities to the Cards and Accounts so that Cardholders may
purchase, in the normal course of business, goods and services related to the fuel and maintenance needs of its vehicles for the
benefit of the City.
2. Purchasing.
The City X elects does not elect to add Purchasing Card capabilities to the Cards and Accounts so that Cardholders
may purchase, in the normal course of business, goods and services for the benefit of the City.
3, Central Travel.
The City elects does not elect to add Central Travel Account capabilities to the Accounts so that City personnel
may purchase, in the normal course of business, transportation on common carriers through Travel Agents, for the benefit of
the City.
The City from time to time shall provide Chase with Travel Agent Authorizations, which shall be in such form and content as
Chase, in its sole discretion, shall determine, A Travel Agent Authorization shall: (i) contain the name and address of each
Travel Agent through whom Transactions may be made; and (ii) be fully completed and executed by an Authorized Signer
and delivered to Chase,
.The City shall be responsible for instructing its Travel Agents in the handling and processing of Transactions. Travel Agents
shall, for the purposes of this Agreement, be deemed to be agents of the City and not of Chase. No fee shall be payable by
Chase to any Travel Agent for performing any services hereunder.
As used herein, the following terms shall have the meanings indicated below:
"Travel Agent Authorization" means a request by the City to Chase to authorize a Travel Agent to charge
Transactions to an Account,
"Travel Agents" means travel agents or agencies designated by the City in accordance with the foregoing
provisions.
4. Travel and Entertainment.
The City elects does not elect to add travel and entertainment purchase capabilities to the Cards and Accounts so
that Cardholders may purchase, in the normal course of business, travel and entertainment and related goods and services for
the benefit of the City. Check one of the following to be applicable if the City elects travel and entertainment capabilities:
The City shall have full corporate liability for all travel and entertainment charges. Accordingly, all terms
and conditions of this Agreement for billing and payment set forth in Section 4 of this Agreement and all other
provisions applicable to general corporate liability for charges made with the Cards and Accounts shall also be
applicable to travel and entertainment charges.
OR
The City shall have full corporate liability for all travel and entertainment charges. All amounts due under
each Card and Account shall be billed to the relevant Cardholder via periodic statements and shall be payable in full
upon receipt by the Cardholder. Such statements may, at Chase's option, be sent by mail or made available
electronically via PaymentNetTM, the Internet, or other means. All other provisions applicable to general corporate
liability for charges made with the Cards and Accounts shall also be applicable to travel and entertainment charges,
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The City shall have full corporate liability for travel and entertainment charges, but only with respect to the
Visa and MasterCard travel and entertainment Merchant Category Codes defined for the Accounts during the
implementation process. Accordingly, all terms and conditions of this Agreement for billing and payment set forth in
Section 4 of this Agreement and all other provisions applicable to general corporate liability for charges made with
the Cards and Accounts shall also be applicable to such travel and entertainment charges. With respect to all other
travel and entertainment charges, the City elects to have contingent liability for travel and entertainment charges in
accordance with the following terms and conditions:
With respect to obligations and liabilities arising from such other travel and entertainment Transactions
("Other T&E Transactions"), each Cardholder shall be liable for all indebtedness related to such
Transactions with respect to his or her Card, as provided in the Cardholder Agreement. All such amounts
shall be billed to the relevant Cardholder via periodic statements and shall be payable in full upon receipt by
the Cardholder. Such statements may, at Chase's option, be sent by mail or made available electronically
via PaymentNetTM, the Internet, or other means. The Cardholder shall remit payment to Chase under the
terms described herein and in the Cardholder Agreement. The City hereby irrevocably, absolutely and
unconditionally guarantees to Chase the prompt payment and performance when due of all indebtedness,
obligations and liabilities (including, without limitation, related fees) from time to time outstanding with
respect to each Account, for Other T&E Transactions that constitute Ordinary Course Transactions;
provided, that the City shall not be liable for any indebtedness related to Other T&E Transactions that
constitute Other Transactions, Unauthorized Transactions or Ordinary Course Transactions previously
reimbursed by the City to the Cardholder,
OR
The City shall be contingently liable for all travel and entertainment charges in accordance with the following
terms and conditions:
With respect to obligations and liabilities arising from travel and entertainment Transactions ("T&E
Transactions"), each Cardholder shall be liable for all indebtedness related to such Transactions with
respect to his or her Card, as provided in the Cardholder Agreement. All amounts due under each Card and
Account shall be billed to the relevant Cardholder via periodic statements and shall be payable in full upon
receipt by the Cardholder. Such statements may, at Chase's option, be sent by mail or made available
electronically via PaymentNetTM, the Internet, or other means. The Cardholder shall remit payment to
Chase under the terms described herein and in the Cardholder Agreement. The City shall reimburse each
Cardholder for the full amount of all Ordinary Course Transactions of such Cardholder, prior to the time
such amount becomes due and payable by the Cardholder to Chase. If the City satisfies such obligation, it
shall have no liability to Chase for Transactions charged to such Cardholder's travel and entertainment
Accounts. if the City fails to satisfy such obligation, however, it shall pay to Chase, in accordance with the
terms of Section 4.1 of this Agreement, the amount of all Ordinary Course Transactions for which the
Cardholder has not been fully reimbursed, together with (i) the related fees described in Section 4 of Exhibit
B, and (ii) any and all costs (including attorneys' fees) incurred in enforcing the obligations of the City
hereunder. The City hereby irrevocably, absolutely and unconditionally guarantees to Chase the prompt
payment and performance when due of all indebtedness, obligations and liabilities (including, without
limitation, related fees) from time to time outstanding with respect to each Account, for T&E Transactions
that constitute Ordinary Course Transactions; provided, that the City shall not be liable for any indebtedness
related to T&E Transactions that constitute Other Transactions, Unauthorized Transactions or Ordinary
Course Transactions previously reimbursed by the City to the Cardholder.
5. Cash Advance.
The City elects does not elect to add cash advance capabilities to the Cards and Accounts so that Cardholders may
obtain cash advances for business or commercial purposes. Chase shall provide access to cash through participating
Automated Teller Machine ("ATM") networks and Visa and MasterCard member offices. Cardholders who are so
authorized may obtain cash by activating an ATM with a Card or by presenting the Card at a Visa and MasterCard member
office. Chase may establish predetermined cash advance limits for each Cardholder as agreed by Chase and the City. Chase
may refuse cash advance access to any Cardholder in its sole discretion. The cash advance feature may be disabled by any
Authorized Signer upon written notice to Chase, subject to Section 3.1 of this Agreement,
8
Chase Manhattan Hank USA, N.A, Confidential
6. Convenience Checks.
The City elects does not elect to add Convenience Check capabilities to the Cards and Accounts so that
Cardholders use Convenience Checks for business or commercial purposes. Chase will provide authorized cardholders
access to Convenience Checks during implementation and then provide replenishment as needed thereafter. Chase may
establish predetermined Convenience Check limits for each Cardholder as agreed by Chase and the City. The City shall have
full corporate liability for all Convenience Checks used. Accordingly, all terms and conditions of this Agreement for billing
and payment set forth in Section 4 of this Agreement and all other provisions applicable to general corporate liability for
charges made with the Cards and Accounts shall also be applicable to Convenience Check transactions.
7. Logo.
The City elects does not elect to have its name, trademark, or logo, in a form supplied by the City to Chase
and conforming to Chase and Visa and MasterCard guidelines, embossed on the Cards.
Chase Manhattan Bank LJSA. N.A. • 9 Confidential