HomeMy WebLinkAboutmaster agreementCHASE COMMERCIAL CARD PROGRAM
Master Agreement
This Chase Commercial Card Program Master Agreement (the "Agreement") is dated as of October , 2003, between the
Metropolitan Government of Nashville and Davidson County (the "Company"), a municipal corporation of the State of Tennessee, and
CHASE MANHATTAN BANK USA, National Association ("Chase"), a Delaware corporation.
RECITA LS
WHEREAS, Chase is a member and licensee of Visa U.S.A., Inc, ("Visa") and MasterCard international, Inc. ("MasterCard")
and as such is authorized to issue Visa and MasterCard credit cards bearing Visa and MasterCard logos and service marls, to open Visa and
MasterCard accounts and to offer Visa and MasterCard services and benefits as they may be made available; and
WHEREAS, Chase has developed a commercial card system composed of Visa and MasterCard credit cards and unique card -use
controls, and Chase offers specialty reports to facilitate and expedite the purchase of, and payment for, goods and services acquired for the
legitimate business benefit of a business concern (the "Program"); and
WHEREAS, the Company desires to participate in the Program, subject to the terms of this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions, and covenants contained
in this Agreement, the parties agree as follows;
SECTION t
DEFINITIONS
1.1 DEFINITIONS. Certain terms used in this Agreement, unless the
context requires otherwise, shall have the following meanings.
"Accnunt" means the Visa or MasterCard account of a Cardholder ancifor the
Company maintained with Chase.
"Billing ('y'cle" means a monthly period that ends on the same day each
calendar month, unless such day is nol a Business Day, in which case, the last day or
such period slsnll toi the 1')usincss Day immediately before or alter such day.
"Business Day" means a day, nlher than a Saturday or a Sunday, on which
commercial banks generally are open for business in Salt Luke City, Utah, and New
York, New York.
"Card" means a Visa or MasterCard charge card issued hy Chase pursnanl to
this Agreement.
"Card Cancellation Confirmation" means a written statement executed by
an Authorized Signer, in form and substance satisfactory to Chase, identifying
certain Cavils hy Account numbers and Cardholder names and confirming (i) dsat the
Company has retrieved and destroyed such Cards, or (ii) that the Company used
reasonable ell -in.'s to retrieve such (3111.s but was unable to do so.
"Cardholder" means an individual in whose name a Card is issued or any
other employee, °dicer or director of ar other individual designated by, the
Company as being expressly authorized to 1isc'a Card or Account.
"Cardholder Agreement" means an agreement between Chase and a
Cardholder governing the use of a corporals travel and entertainment Card, as
:unendcd from time to time.
"(Ordinary Course 'Transactions" means all Transactions that are mode for
Ilse business purposes of the ('onlpany or otherwise Benefit the Company directly or
indirectly.
",Other Transactions" means all Transactions which are not Ordinary Course
Transactions
"'franstretlnn" means a purchase, a cash advance, the use of a convenience
check, or any other account activity that results in a debit to an Account.
"1lnauthorized'Transaction" means any Transaction by a person, other than
the Cardholder 10 whom the relevant Card was issued, who was not authorized to LkSI'
such Card or Account. by either such Cardholder or the Company and him which
Transaction neither the Cardholder nor the Company receives any direct or indirect
benefit.
SECTION 2
(:Alai) ISSUANCE,
2.1 PROGRAM PARTICIPATION. Subject to the toots or this
Agreement, Chose shalt issue Cards to, and/or establish Accounts for, the Company
with such capabilities Ins may he elected by the Company on Exhibit A hereto.
The Company and Cardholders shall use the Cards and Accounts for
business nr commercial purposes only and not for personal, fancily, nr
household purposes. The Company Shall instruct all Cardholders to use the Cards
and Accounts strictly liar business or commercial purposes.
2,2 EmBo5SING; LICENSE 'ro IJSE MARKS. Chase shall prepare
Cards hearing the (2ardholder's name or a description of a vehicle by make, model
and vehicle identification number, as appropriate, and, if elected, the Company's
natne, trademark, or Togo (t#1c "Maki"), in a form supplied by the Company and
conlorming to Chase and Visa/MasterCard guidelines. If the Company elects in
have its Marks embossed on the Cards or provides them to Chase for other uses, the
Company hereby grants Chase a men -exclusive limited license to apply the Marks to
the Cards solely for use in connection with the Program and for no other purpose
2.3 CARD DET..IVERY, Chase may deliver Cards antler related materials
to the Company or directly to the relevant Cardholders Upon its receipt of any
Card, the Company shall promptly deliver such Card to the Cardholder named
thereon together with any related materials supplied hy ('hasc. From time to time
during the term of this Agreement, Chase may recommend ;Ind/or implement
security procedures regarding the custody and handling of ("aryls. The Company
agrees to comply with such security procedures.
2.4 CREDIT LIMITS; CREDITWORTHINESS.
(a) Subject to the terms or this Agreement and the Cardholder Agreements,
Chase shall authorize extensions of credit with respect to (a) each Card or Acc"unl
tip 10 a specilicd total dollar anlotn t (the "Account (:redid Limit"), and (h) all
Cards and Accounts up t❑ II speed -tad total dollar amount (ihc "Aggregate Credit
Limit"). In no event shall Chase be obligated to grant credit in excess of any
applicable credit limit. Chase may at any time investigate (i) the creditworthiness id'
any Cardholder to whom a (.'aid is to he or has been issued, and (ii) the financial
condition [tithe Company, in connection with the issuance or Cards, maintenance of
Accounts, and establishment of credit limits.
(h) Chase at any time may cancel or suspend the right of any Cardholder to
use any Card or Account, decline to issue nr establish any Card or Account. As a
Chase Manitaltnn Hank USA, N.A. Confidential
5-2002 Naslwille Agreement
result of its periodic evaluation of the Company's financial condition, Chase may
increase or decrease any Account Credit Limit or the Aggregate Credit Limit, modify
the time limy payment of Corporate Liability obligations, or require additional
collsleral. At the option oft tease, it may suspend the rights ofell Cardholders to use
any Cards or Accounts, without notice, if more than one percent of Cardholders are
mere than 61) days past duc.
2,5 ISSUANCE, RENEWAL, REPLACEMENT AND
CANCEL! .AT1 ON OF CARDS.
le) Promptly Ibilowing its execution of this Agreement, the Company will
provide to Chase a written or electronically transmitted request (a "Card Request")
which shall include the names, titles, and corporate addresses of those Cardholders
and the make, model and vehicle identification number of vehicles to whom or for
which the Company wishes C:hasc In issue a Card or establish an Account. The
Company may, from time to time, submit additional Card Requests authorizing the
issuance of new Cards or the establishment anew Accounts. 'The Company agrees
oat to submit, without the prior written consent of Chase, a Card Request with
respect to any person whose Card privileges have previously been canceled, At the
option of the Company, it may guarantee the charges associated with a particular
(.'urdholder who would not otherwise qualify to utilize the Cards.
Each Card Request must he executed by a person (an "Authorized Signer")
for whom Chase has an effective Authority Certification. An "Authority
C.ertifleallou" shall mean a certificate of an authorized officer or representative of
the Company certifying to the identity of the then -incumbent officers, partners,
members or other representatives of the Commie who ;ire authorized to execute
Card Requests and ec1lil'ying the authenticity or a specimen signature of each
Authorized Signer listed in such Authority C'ertilicalae). The Authority Certification
most recently received by Chase shall supersede any prior Authority ('ortiticatinn
unless specifically stated to the contrary in writing.
(b) Where emergency issuance of a Card is requested, Chase may fulfill such
request at an additional charge as set forth on Exhibit IS The billing Ibr such charge
shall occur in the next hitting statement fix the relevant Account. Unless Chase
receives contrary written instrucliotts Isola the Company, and subject to Chase's
rights hereunder, Chase shall replace each expiring Card with a replacement Card at
least 30 clays priurtu the C:ard's expiration dale.
(c) Each Cardholder shall be required to sign the Card issued to such
C'ardholderand shall be subject to the terms of the Cordholder Agreement, ilany.
(d) The Company shall promptly make a request pursuant to Section 2.5(e)
that a Card an Account be canceled, or that the authority of any Cardholder to use a
particular ('rod or Account be terminated, as Ate case may be, if:
(i) the Company or a Cardholder knows of or suspects the loss, theft
or possible unauthorized use of a Card or Account In such event, the
Company shall nut be liable fix any Transactions occurring on the Card or
Account alter the effective time of ouch request. In addition, the Company
shall not he liable l'or any Transactions, resulting from Cam shelf es other
fraudulent use by non -Cardholders, occurring on the Card or Account prior to
the effective lime of such request if' the suspected loss, theft or unauthorized
use was promptly reported In Chase in accordance with Section 2.5(e), unless
such theft or fraudulent use occurs as a result or the Company's lock of
reasonable .security precautions and controls surrounding the Cards or
Accounts or such use results in a benefit, directly or indirectly, to the Company
or any Cardholder;
(ii) the Company wishes to cancel a Card or Account or terminate the
authority oftnty Cardholder to rise a particultn ('aid or Account. In such event,
the {.'nmpany shall not be liable Mr ally Ttansaclions occurring on the Card or
Account (or Transactions made by such C'arcihulder, as the case may bc) after
the effective time or such request; or
(iii) the Cardholder's employment or other relationship with the
Company is IerMinatod. ht such cast, the Company agrees In provide such
ductuncnlnlion or information including the home address and home phone
number of the C'ardhnider along will) such actions as Chase may request in
connection with a corporate liability waiver claim with Visa, MasterCard or
may insurer relating to such terminated Cardholder. Any balance outstanding
associated with such Cardholder shall become immediately due anti payable.
('hose will make available to the Company any corporate liability waiver
coverage extended by Visa or MaoterC'nrd. if (he effective time of the
Company's request is not within Iwo Business Days after such termination, or
if the Company fails to provide the docunwntetion or take the rations
requested by Chase as a result nfsuch termination, the Company shall he liable
for all 'Transactions with respect to such C relholder's Card and Account
occurring prior to the effective time of the Company's sequesl but shall not be
Indite for any Transactions occurring on the Curd or Account after such time.
(e) Each request made pursuant to Section 2.5(d) shall be made by telephone
(at 1 4)0-270-7760 or such other number as Chase may provide), l)ix, electronic
moil, or PaymentNetTh' and shall specify (i) the relevant Cardholder's name, Account
number and last known home and business address, and (ii) such other information
as the Company shall deem appropriate or Chase shall reasonably request. The
Company's request shall he deemed effective when Chase receives such request and
makes the corresponding changes in its processing system (which changes shall he
made promptly, taking into account the mode of transmission and time nl'receipq.
2.6 'TRANSACTION I)A'l'A, SECURITY PROCEDURES AND
AC:(:OUNT MAINTENANCE.
(a) Unless en elterrative reporting system is selected in Exhibit IS, Chase
shall make Card and Account Transaction data available to the Company through
Chase's PaymentNet'"' Internet -based reporting system. 'through I'aymentNatT^I,
Chase shall provide the C'nmpaey with password -protected dully access to Card anti
Account transaction data and other reports at no additional charge to the ('employ.
Such reporting shall be provided in accordance with such manuals, training materiafs
and other information as Chase shall provide from time to time, if the Company
selects an alternative reporting system, the Company's use of such allernativc system
shall he subject to the terms contained in n Transaction Data Addendum attached
hereto
(h} Fur the use elPaymeniNet,t'M the Company agrees lu be hound by rind to
adhere ICI the following security procedures, terms, and conditions (the "Security
I'rocederes"), which ('base may revise from time to time upon written notice to the
Company
(i) PaymendNetTM1 may be accessed solely through the use of n user
identiliciition code and password (collectively, the "Access Code"). Chase
shall assign an initial Access Code to an individual authorized to create and
disseminate additional Access Codes (such in(tivichutl is referred to as the
"Program Administrator"). An authorized officer of the Company shall
designate a Program Administrator.
(ii) The Company Program Administrator shall assign Access Cedes to
Users designated by the Company as authorized to (I) access and use the
Service; (2) create and disseminate Access Coates to individuals who are
authorized to use Payment.Netnt (such individuals are referred to as
'Authorized Losers") and (3) designate additional Program Administrators
within the Company. The Company shall be responsihie tar ensuring that each
Program Administrator creates and disseminates Access Comics in accordance
with ('.hoses Security Proccdtres.
(iii) The Company shall salegeard all Access C:odes and be respunsihle
for all use of Access Codes issued by the Plegram Administrntoo. Chase may
conclusively presume that all business conducted using an Access Cole
emtsnales from a Program Administrator or Authorized User and is conducted
in the Company's name. Any unauthorized use of an Access Code (except I'er
unauthorized use by a Chase employee) shall be solely the responsibility attic
C:nmpany.
(e) The C'cnnpeny may from time to time, and in accordance with gold:lines
established by ('base, perform certain account maintenance ftutetinns, including,
without limitation, adjustment of Account Credit Limits and Mocking of Visa and
MasterCard Merchant Category Codes ("MC.'Cs" ). The Company will not hold
Chase. Noble liter (i) actions taken by Chase, in goad faith and without negligence.
upon the instructions of the (Company or any Authorized Signer, or (ii) any
maintenance activity performed by any menthol' of the Company Group or any other
person using a Company password.
SECTION 3
CARD AND ACCOUNT (.ISE
3.1 PURCHASES. Cardholders may use (:'aids auu.l Accounts to purchase,
in the normal eouise of business, goods and services in accordance with the MCCs
Chase Manhattan Bank USA, N.A. 2 Confidential
5.2t02
Nashville Agreement
selected andlm' blocked at the Company's request and [hut do not exceed any
transactional limits established by the Company. Chase shall use reasonable efforts
to deny requests for purchase authorizations that Pali outside such parameters or fl
hclicvcs is an Unauthorized 'Transaction, and to deny requests for cash advances for
Cardholders who are nal permitted to obtain cash advances or who have exceeded
the predetermined cash advance limit, provided Transaction authorization is
!conned. The parties acknowledge, however, that authorizations and declinations
arc necessarily based on the accuracy of the Transaction data transmitted to Chase,
l lnder no circumstances shall Chase be liable to the Cardholder or the Company (not'
shall the Cardholder or the Company be relieved of its obligation to pay the amounts
charged or advanced) in the event any such Transactions are permitted on the basis
of inaccurate or misleading data or other Ihciors heyomi the reasonable control of
Chase.
3.2 USE OF (AIMS, Each Transaction is subject to the terms and
conditions of the Cardholder Agreement, if' any, in effect at the time of the
Transaction. Chase shall have no obligation or responsibility to the Company or to
any Cardholder in the event that any merchant, entity or person refuses to honor a
Card or Account. A Card or Account may be used only by the Cardholder to whom
it is issued or who is authorized to use it, as the case may be, and may eon he
transferred to another Cardholder or any other person or entity.
Without limiting any other rights of Chase hereunder or under applicable law,
Chase may refuse to authorize any Transaction in the event that: (a) any balance
awed in respect of the Account u) which suds Transaction relates or any balance
owed by the Company on any Account, is past due; (b) the amount of the
Transaction phis the outstanding balance (including Transactions authorized but not
yet posted) of all Accounts would exceed the Aggregate Credit Limil; (c) the amount
of the 'Transaction plus the outstanding balance (including Transactions authorized
huh not yet posted) of the relevant Account would exceed the Account Credit Limit
fix such Account; or (d) any other reason exists for declining it 'Transaction as set
Corti herein, in the Cardholder Agreement nr Iho operating regulations of Visa or
MasterCard or under applicable law.
3.3 (MI 1JCATIONS OF'1'HE COMPANY. The Company shall:
(a) establish and maintain a process to ensure the timely and accurate
reimbursement of all legitimate business expenses to its Cardholders;
(h) not exceed or permit Cardholders to exceed the Aggregate Credit Limit
or any Account Credit Limit;
(c) return to Chase, or provide a Cord Cancellation Confirmation with
respect to, all Cards and related Program materials upon the expiration rr
terminal inn of this Agreement; and
Id) make all reasonable attempts to ensure that each Cardholder complies
wish the terms alike Cardholder Agreement. if any.
3A REWARDS PROGRAM; DISCLOSURE OF ACCOUNT
INFORMATION.
(a) Under a "Rewards" incentive program, participating Cardholders may be
eligible to calm awards by using their Cards for travel and entertainment purchases.
Solely for the purposes of such Rewards program, Chase may be required In transmit
Ina third party or its designated program administrator monthly reports showing, tin
each participating Cardholder, the net amount charged In such Cardholder's Account
for travel and entertainment purchases Ihr the reporting period.
(131 The Company or its Authorized Signer may designate some or all of the
Company's Cardholders as "participating" Cardholders liar purposes of Ibis Scclion
3.4. if any of its Cardholders are designated as "participating" Cardholders, the
('ompany shall pay to Chase all Ices, charges and assessments imposed (whether
reposed on Chase, the Company, the Cardholders or otherwise) in respect of the
administration el' the Rewards program Iin such participating Cardholders,
including, without limitation, all fees, changes and assessments related to cnrolhncnl,
redemption, and administration, the cost of all bonus miles and other awards given
under the program, and any per -Card or per -Account fees. All announls payable
1.111(1cr this Section 3.4 shall be Jut tint] payable 14 days niter the dale of (:base's
invoice with respect thereto.
3,5 EXPENSE REPORTING; DISCL.OSLRP Ole ACCOUNT
INFORMATION. At its discretion, the Company or its Authorized Signer may
instruct Chase to furnish specific 'Transaction dun to third parties that provide
expense reporting products or services to the Company. Solely for the purpose of
Chase Manhattan Rank USA, N.A.
5-2002
3
Nashville Agreement
lacilitaling the Company's expense reporting objectives, Chase skull transmit us
such third parties the Transaction dart identified in such instructions.
3.6 COMPANY OBLIGATIONS RELATING: TO DiSCLOSl1RE OF
ACCOUNT INFORMATION, The C.'ompany shall clearly disclose to each of its
Cardholders the extent, Wary, to which Chase wilt provide Transaction and Acumen
inl'ommtian to third parties pursuant to Sections 3.4 and 3.5 ;Ihove. The (.'asmptsny.
on behalf of the Company Group, hereby releases and agrees to indemnify and hold
harmless each member n1' the Chase Group Rom and against any lass, claim,
damages, liability, cost, expense, action or cause asf act1U1} Whatsoever Ihat any
Cardholder, any member of the Company Group, ur any other third party may have
against any member of the Chase (:iroup, or to which any member of the Chase
Group may become subject, arising out of or relating to the provision by C:huso ul'
transaction or Account inlirrmation to third parties pursuant to Section 3.4 or
Section 3.5.
SECTION 4
LIABILITY FOR LSE
4.1 PROMISE TO PAY.
(a) Regardless of any established credit limits, the Company agrees to pay
and perform when due all of irS Obligations As used herein, the term "Obligations"
means all obligations of the Company under this Agreement, including without
limitation:
(i) with respect to contingent liability travel and enlcrtui Anent
Accounts, the Company's obligations described in Exhibit A; and
(ii) with respect to all other Accounts, the indebtedness, obligations
and liabilities arising under such Accounts, including, without limitation, all
charges, tees and ether amounts payable under or in connection with each such
Account; and
(iii) any and all costs (including attorneys' Ices) incurred in enlisrcing
the obligations of the Cardholder and the Company hereunder.
(h) The Company's Obligations with respect Ns contingent liability travel
and entertainment Accounts shall be enforceable irrespective of the validity, legality
or enforceability of the Cardholders' obligations and shall not in any way he affected
by or conditional upon (i) any action taken under the Cardholder Agreements or the
exercise of any right or power thereby conferred, (ii) the bankruptcy ur similar
proceedings involving or affecting a Cardholder, the Company or others, (iii) any
modification, alteration, or amendment of, or addition to, any Cardholder Agreement
whether with or without the Company's knowledge or consent, or (iv) any other
action, inaction or circumstance whatsoever (with or without notice to or knowledge
of or consent by the Company) that may in any manner vary the risks of the
Company or might otherwise constitute a legal or equitable discharge of any surety
or guarantor. 'The Company hereby waives all defenses based on occurrences oldie
types described in clauses (i) through (iv) above.
(e) Except as expressly set forth herein, the Company hereby waives all
presentments; demands tin' perlitrm;lnce or payment; protests; notices of protest,
nonperformance, dishonor, default and non-payment; notices of the existeecc,
creation or occurrence of new or additional obligations by the Cardholders; and all
other notices or lisrmalt! les,
(d) All amounts due under the Cards and Accounts shall be billed directly to
the Cotnpany via periodic statements and shall he payable in fall upon receipt by the
Company, except as Otherwise provided in this Agreement with respect to contingent
liability Iravel and entertainment Accounts, Such statements may, at Chase's option,
be sent by mail or made available electronically via PaymcnlNef", the Internet, or
other mcallt. The Company shall remit payment to Chase under the terms describer{
herein.
(0) All payments hereunder shall be made in 11.5, dollars and by wire
Iransfcr (or such other payment arrangement as is mutually agreed upon by the
Company and Chase). All charges will be posted to Accounts in (I.S, dollars.
Transactions in foreign currencies will he converted to U.S. Dollars at the exchange
rate determined by MasterCard (or its affiliates) or Visa (or its affiliates), using their
then current currency conversion procedures and charges. Such 'transactions will he
subject to any applicable fees described in Exhibit B. 'l'he Currency conversion rate
used on Ihu: conversion dale may differ from the rate in effect on the date a Card or
Account is used.
Confidential
wa-„ranaa
(1) With respect to Account balances subject to the C'ompsny's guaranty (as
described on Exhibit A), in the event that any amount owing by a C'artlholdcr
remains unpaid for 61 days alter the date of the first invoice on which such amount
appears and Chase believes that the Company may be liable for such amount
pursuant to this Agreement, Chase may invoice the Company for such amount.
Upon receipt of the invoice, the Company shall immediately pay to Chase the full
annual thereof for which it is liable pursuant to this Agreement. II' the Company
determines that the invoice contains charges far which it is not liable, the Company
must submit documentary evidence in support thereof, in Toros satisfactory to Chase,
as well as submit any documentation and take any actions required by Visa or
MasterCard in connection with its corporate lial)ilily waiver program, in the event
such coverage is available.
(g) Upon the earlier of termination, notice of intern terminate, or notice of
intent not to renew this Agreement, the Company's Obligations with respect to
contingent liability navel and entertainment Accounts shall become ,jointly and
severally liable for any and all amounts that are presently or may become due and
outstanding under this Agreement.
4.2 DiSPUI'llD AMOUNTS.
(a) fhc Company and its Cardholders shall use their hest eli'orts to resolve
all business -to -business purchase disputes directly with the relevant merchants,
including, without limitation, any disputes relating to purchase price discrep:urcies
or quality, wanallty, or performance issues.
(h) The Company or Cardholder may dispute an amount reflected on n
billing statement (unless the Transaction resulted from the use of a Card on which
no Cardholder's name is embossed, in which even the Company or Cardholder may
not dispute such amount based on baud) WO) the amount does not reflect the actual
tunnrmf ul' the Transaction; (if) the 'Transaction did not result from the use of the
relevant Card or Account; or (iii) the amount being disputed is a fee that is not
properly accrued under this Agreement. The Company or Cardholder shall notify
(.'lase in writing of its intention to dispute an amnmt within (10 days following lint
bate oldie billing statement on which the disputed Transaction or lee lirst appears.
Chase shall promptly investigate the dispute. If Chase determines that the amount is
properly payable, the Company or Cardholder, as the case may be, will remit such
amount to Chase on the Company's (o the C'mdholder's, as the case may be) receipt
of its next billing statement. Fees (including interest, finance charges, or late fees)
nnty accrue with respect to the disputed amount pending resolution of the dispute
only lilt is determined that the amount is properly payable.
4,3 C'HARCF;IIACKS. In the event that any Transaction is posted to an
Account involving fraud, unauthorized use, or any other circumstance trader which
the merchant may be 11011i liable under applicable Visa or MasterCard rules, the
Company or Cardholder shall SD notify Chase in writing. Chase shall attempt to
charge the Transaction hack to the merchant in accordance with Visa nr MasterCard
procedures; provided, however, if the'fransaction resulted from the use of a Card on
which no Cardholder's name is embossed, no clargahack will be granted for such
Transaction. Any accepted chargeback will be credited to the C'ornpany's or
(.:rrdhulder's next billing statement. The Company or Cardholder shall not he
relieved of liability for the Transaction if the chargehnek is rejected in accordance
with Visa or MasterCard rules.
SECTION 5
PROGRAM PEES, TERM AND
TERMINATION OF ACM F..MENT
5.1 FEES, The Company agrees to pay to Chase all applicable fees
described in Exhibit II. SLICK fees will be included in the billing statement for the
frilling Cycle in which the fees accrue.
5.2 TERM. This Agreement shall have an initial term (the "initial Terns")
of five years commencing on the date hereof and shah be renewed automatically for
successive two-year terms (each a "Renewal Term") unless written notice of
termination is given by either party at least 00 days prior in the end of the Initial
Perm or any Renewal Term. fa addition, either party may terminate this Agreement
at ;my time upon 90 clays' prior written notice In the other pasty, Prior to expiration
or termination of this Agreement for any reason, the Company agrees to either
retrieve all (:ards from Cardholders, cut such C'trds in half, and return them to
Chase: or provide a Card Cancellation Confirmation with respect to such Cards.
5.3 Dlih'ALII..P. As used in this Agreement, the term "Default" shall mean:
li) failure of (he Company to remit payment to Chase in accordance with the terns
hereof, (ii) the failure of either party to comply with any other term of this
Agreement or any other agreement between the parties, provided such failure is not
remedied within 15 days of the defaulting party's receipt of written notice from the
other party specifying the breach; (iii) the representation by the Company of any
facts, either in this Agreement or in its linancial information provided to Chase In
connection with this Agreement, that prove to have been materially incorrect or
misleading when such representation was made; (iv) the tiling by or against either
Daily of any petition in bankruptcy, insolvency, receivership, or reorganization or
pursuant to any other debtor relief law or the entry of any order appointing a
receiver, custodian, trustee, }iquitfator, or any other person with similar authority
with respect to the assets of either party; (v) the insolvency, dissolution.
reorganization, assignment for the benefit of creditors or any other material. adverse
change in the financial condition of either party; (vi) the entry of any adverse
judgment, order, or award against the Company that has n material adverse impact
on the Financial condition ()I' the Company; (vii) any change in control nr material
change of ownership of the Company or any event having a material adverse.
financial impact on the Company or a detrimental effect on the Company's ability In
perform the Obligations, including, without limitation, the taking of any action by
the Company In consolidate or merge err sell any substantial part of its assets; (sill)
any default by the Company under the terms of any material indebtedness awed by
the Company to any third party or other Chase related entity; (ix) fraudulent or other
unauthorized use of Cards or Accounts or credit losses with respect thereto
exceeding Chase's operating tolerances; or (x) failure of the Company to satisfy the
requirements of Chase under Section 2.4 (h),
5,4 REMEDIES; I)AMAGES.
(a) Either party may terminate this Agreement at any time upon the Default
of the tither party. Except where :t remedy is expressly provided herein or as
otherwise provided in Section 5,4(b) or (c), termination of this Agreement will he a
party's title remedy Inn' breach; provided, that no termination or expiration ol'this
Agreement shall release or discharge the Company Irons the payment of any amount
otherwise payable under this Agreement.
(b) Upon a Default by the Company, Chase may, in its sole discreticm.
suspend all services and obligations hereunder or may shorten the 13illing Cycle in
lieu of termination of this Agreement until such time as Chase determines to its
satisfaction that such Default has been cured. Fiy suspending its services and
obligations, Chase shall not he deemed to have waived any right which it may have,
whether as a result of the Default or otherwise, to terminate this Agreement.
(e) A breaching party shall he liable for any actual damages caused by its
breach, but neither party will he liable under any prnvisinn ofthis Agreement for any
punitive or exemplary damages, or for any special, indirect or consequential
damages (including, without limitation, costs incurred in developing and
implementing the Program, lost revenues, lost profits, or lost prospective economic
advantages) arising from or in connection with any performance or failure to perform
under this Agreement, even if such party knew or should have known of the
existence of such damages, and each party hereby releases and waives any claims
against the other parry for such damages.
(d) Chase, in addition to any rights available to it under applicahlc law, shall
have the right to immediately accelerate and demand payment nfthe total balance if
it deems itself insecure and 10 set off' against any Liabilities, all monies nwcd by
Chase in any capacity to any of them, whether or not due, and Chase shall he
deemed to have exercised such right to set off and to have made a charge against any
such money immediately upon the occurrence of any of the lorcgcting events or
default (or if Chase deems itself insecure) even though such charge is made or
entered on the books ul'(antsc subsequent to those events.
(c) Chase's linld111y to Company hereunder shall be limited to direct
damages arising from (.'base's gross negligence or willlill misconduct. Regardless
of the form of action, in no event shall Chase be liable lit any indirect,
consequential, punitive. exemplary or special damages, even if Chase is advised as
to the possibility of such damages. Except fir liability which Company may
otherwise incur under this Agreement, Company's liability to Chase hereunder shall
be limited to direct damages arising from Company's gross negligence or wil11(11
misconduct. Regardless of the firm ol'the action, in no event shall Company he
liable for any indirect, consequential or special damages, even if Company is advised
as Io the possibility of such damages. Without limiting the generality of anything
contained in this section, Chase shall not he liable fix and damages of any kind, no
matter what the cause, that arise, (item ar result I'runr, (i) the Company using Java
applets or other Java applications, (ii) the Company's opening ports on its lircwalls.
or (Di) problems with or defects in equipment, software or services not provided by
Chase.
Chase Mauhnitnn Rank USA, N.A. 4 Confidential
5-2002
Nashville Agreement
SECTION 6
MISCELLANEOUS
6.1 It EPRESENTATIONS ANI) WARRANTIES. Each pally represents
and warrants that This Agreement constitutes the legal, valid, binding and
enforceable agreement of such party anti (hot its execution and performance of this
Agreement (a) do not constitute a breach of any agreement of such party with any
third party, or nl'any duty arising in law or equity, (b) do not violate any law, rule or
regulation applicable to it, lc) are within its corporate powers, and (d) have been
a(dhnrried by all necessary corporate action of such party.
6.2 NOTICES. Except as otherwise provided herein, any notice or other
communication to be given under This Agreement shall be in writing and delivered
personally, by overnight delivery via a nationally -recognized lletivcry service or by
prepaid registered or certified mail, addressed to the relevant party al its address for
notices specified on Exlllhlt 11, or to such other address its such party may from time
to time designate in writing to the other. The dale of delivery of a notice (i)
deliverer) personally shall he deemed to be the date delivered; (ii) sent by overnight
delivery shalt be deemed to he the following day; and (ori) sent by mail shall be
deemed to be three I3usincs5 Days coffer the date on which such notice is deposited in
the United States mail.
6.3 CHANCES. Changes to this Agreement shall he effective only if matte
by written agreement signed by both parties. Changes to any Cardholder Agreement
shall be effective immediately upon receipt by the Cardholder of notice of such
changes.
6,4 FINANC:IAI. STATEMENT'S; NOTICE Olr IRONI) RATING
C:I-IANGE. The Company agrees to furnish Chase copies of its consolidated audited
financial statements as soon as available, but not later Ilan 120 clays following the
end of caeh Iiscal year of the Company. All such financial statements shall include
an income statement for the apphcahle fiscal year and a balance sheet, shall have
been prepared in accordance with generally accepted accounting principles.
consistently applied, anti shall be in accordance with the books and records of the
l'unlpany. 'fine Company shall provide, in a timely manner, such other current
financial information concerning the Company as Chase may request. If applicable,
the Company will notify Chase ,vilhin live business days of any change in the
Company's boner rating.
6.5 ASSIGNMENT. This Agreement shall be binding upon, and shall inure
10 the henclit of; the parties hereto and their respective successors and assigns;
provided, that the Company may not assign this Agreement or any interest, payment,
or rights hereunder without the prior written consent of Chase.
6,6 IrOltCE MAJEURE, If either party is rendered unable, wholly or in
part, by a force outside the control of such party (including, but nut limited In, an act
of (od, war, fire, flood, explosion, act of governmental authority, strike, civil
disturbance or breakdown of telephone, computer nr automated nailing equipment)
to carry out its obligations under this Agreement (other than a payment obligation),
or Chase is 'unified by a slate or federal regulatory body or by Visa or MasterCard
that any aspect of the Program or this Agreement does not comply with any
applicable law, regulation. rule, policy, or order applicable In ('base, the affected
party slail give the other party prompt written notice to that effect, Thereafter, the
affected obligations of the party giving Ilse nonce shall be suspended and the failure
to perlirn such obligations shall not he deemed a breach of' or Default under this
Agreement so long as the affected patty is unable to so perform for such reason. A
party excused lion) performance pursuant to this Section 6.6 shall exercise all
reasonabfe efforts to continue to perform its obligations hereunder and shall
thereafter continue with ocean 0111e due diligence and good faith le remedy its
inability to so perform.
6.7 ENTIRE AGRNEMEN'I'. This Agreement contains the entire
understanding between the parties on the subject matter hereof and supersedes all
prior discussions, representations and agreements between the parties, All exhibits
and addenda attached hereto are hereby incorporated by reference and made a part of
this Agreement.
6.11 SEVERAIIIL.ITY AND WAIVER. If any portion ol'this Agreement is
stricken as an invalid provision, the remaining portions shall remain in full force and
effect anti shall continue to be binding upon the parties. Pafhue ot'either party to
exercise any of Its rights under this Agreement in a particular instance Shah 11o1 he
construed as a waiver otlhosc rights or any other rights for any purpose.
Chase Manhattan Batik USA, N.A.
5-2002
5
Nashville Agreement
6.0 'SECTION iN'I'ENTIONALi..Y LEFT BLANK'
6,10 SUIRViVAL. Sections 4, 6.9, and 6.1 I shall survive the termination or
expiration of this Agreement.
6.11 CONFIDENTIALITY. All information furnished by either party in
eannee4ion wish this Agreement, the Program, n' the 'Transactions contemplated
hcrchy shall be kept confidential {and shall be used by the other party only in
connection with this Agreement), except to the extent Mat such infnrmaliol (al is
already lawfully known when received, (b) thereafter becomes Inwnilly obtainable
from other sources, (c) is required to be disclosed in any document tiled with the.
St ow hies and Exchange Commission, the Federal Deposit Insurance Corporation. or
any other agency of any government, or (d) is ieliuired by law to he disclosed,
provided that notice ol'such disclosure hos been given (when legally permissible) by
the party proposing to make such disclosure. which notice, when practicable, shall
be given sufficiently in advance of the proposed disclosure to permit the other pally
to take legal action to prevent the disclosure. Upon termination of Ibis Agreement,
each party shall promptly cause all copies of documents or extracts (hereof
containing any such information and data which has been provided by or which
relates to the other party to be returned to such ether party; provided, that each party
may retain in its tiles copies DC such materials as it shall deem necessary solely 1'er
archival purposes,
6.12 NAME AND TRADEMARK. Except as otherwise proviricd herein.
neither party shall use the name or logo or the other potty wlllnunl such panty~
written consent.
6.13 VISA ANI) MAS'IERCARI) FEE ADJUSTMENTS. In the event flat
there is a change. deemed by Chose to be material in the way Chase is compensated
by Visa or MasterCard, ('brio may seek to re -negotiate the financial terms of this
Agreement. The Company shall have no obligation to renegotiate such Icons,
provided, that if the parties cannot agree on an adjustment of such terms, then Chase
at its option may (a) allow this Agreement to remain in effect without any such
adjustment, or (h) terminate this Agreement upon written notice to the Company.
6.14 RELATIONSHIP O1r PARTIES. Nothing contained in this
Agreement shall he construed as constituting or creating a partnership, joint venture.
agency, or ether association or relationship between Chase and the Company. To the
extent that either party undertakes or performs any duly for itself or for the other
party as required by this Agreement, the party shall be construed to be acting as an
independent contractor and not as n partner, .joint venturer, nr agent for the other
party.
6.15 TAXWAIRE SYSTEM. Chase may make available to the Company the
Taxwarc system for review ()f its transactions. Chase is a licensee ol'Taxware and is
merely providing the Tax ware system as a service to Chase's eusionle's, If the
Company chooses to utilize the Taxware system, it understands that']'axwnre will
List,: reasonable efforts to ensure that its information is cun'ent and accurate, but due
to rapidly changing tax rates and regulations, the Company shall be respensfhle to
determine the applicability of the information to its data and cmnlirm its accuracy.
The Company agrees that neither lax ware not. Chase will be liable for any damages
including direct, indirect, incidental, special or consequential damages, arising oat or
the use of the 'f axwolre system.
Confidential
1N WITNESS W11I Rf(NF, the parties hereto have by their duly authorized representatives executed this Agreement as ul'the day and year first written above,
CHASE:
CHASE MANHATTAN BANK USA, N.A.
By:
Name:
Title.
COMPANY:
By;
Naomi
'fills:
Company Attestation:
The undersigned, a duly authorized officer or representative of the Company, does hereby certify Ihut the Company has been duly authorized to enter into and perform this
Agreement and that the person signing above on behalf of the Company, whose cxeention or this Agreement was witnessed by the undersigned, is an officer, partner, member or
other represeide ivc ol'ihc Company possessing authority to execute this Agreement,
',Note . 'The person signing the attestation shall be someone different from the person signing above on bchalfol'the Company.
Chase Manhattan Bank USA, N.A. 6 Confidential
5.2002
Nashville Agreement
EXHIBIT A
Gard Capabilities:
1, Fleet/Fuel (MasterCard only).
The Company 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 Company.
2. Purchasing.
The Company 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 Company.
3. Central Travel.
The Company elects does not elect to add Central Travel Account capabilities to the Accounts so that Company
personnel may purchase, in the normal course of business, transportation on common carriers through Travel Agents, for the
benefit of the Company.
The Company 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 folly completed and executed by an
Authorized Signer and delivered to Chase.
The Company 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 Company 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 Company to Chase to authorize a Travel Agent to charge
Transactions to an Account.
"Travel Agents" means travel agents or agencies designated by the Company in accordance with the foregoing
provisions.
4. Travel and Entertainment.
The Company 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 Company. Check one of the following to be applicable if the Company elects travel and
entertainment capabilities:
The Company 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 Company 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 PaymentNet'M, the Internet, or other means. All other provisions applicable to general corporate
liability for charges made with the Cards and Accounts shalt also be applicable to travel and entertainment charges.
Chase Manhattan Bank USA, N.A. 7 Confideutia3
5-2002
Nashville Agreement
OR
The Company 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 Company 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. Ali 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 PaymentNetFM, the Internet, or other means. The Cardholder shall remit payment to Chase under the
terms described herein and in the Cardholder Agreement. The Company 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 Company 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 Company to the Cardholder.
OR
The Company 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 he payable in full upon
receipt by the Cardholder. Such statements may, at Chase's option, be sent by mail or made available
electronically via PaymentNetEM, the Internet, or other means. The Cardholder shall remit payment to
Chase under the terms described herein and in the Cardholder Agreement, The Company 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 Company satisfies such
obligation, it shall have no liability to Chase for Transactions charged to such Cardholder's travel and
entertainment Accounts, If the Company 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 Company hereunder. The Company 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 Company
shall not be liable I'or any indebtedness related to T&E Transactions that constitute Other Transactions,
Unauthorized Transactions or Ordinary Course Transactions previously reimbursed by the Company to the
Cardholder.
5. Cash Advance.
The Company elects X 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 Company.
Chase Manhattan Hanle USA, N.A. g Confidential
5-2002
Nashville Agreement
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.
6. Convenience Checks.
The Company elects X 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 Company. The Company
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 Company _ elects does not elect to have its name, trademark, or logo, in a farm supplied by the Company to
Chase and conforming to Chase and Visa and MasterCard guidelines, embossed on the Cards.
Chase Manhattan Bank USA. N.A.
a-2002
9
Nashville Agreement
Confidential
EXHIBIT B
1. Program Contacts:
Primary, Day to Day Contacts:
Company
Name:
Title:
Address:
Phone:
Notice Contacts:
Company
Name:
rifle:
Address:
Phone:
Financial Contacts:
Company
Name:
Title:
Address:
Phone:
Chase
Name:
Title: Client Relations Specialist
Address: 3949 South 700 East, Suite 500
Salt Lake City, Utah 84107
Phone:
Chase
Name: Gene Ryzewicz
Title: Sr, Vice President
Address: 3949 South 700 East, Suite 500
Salt Lake City, Utah 84107
Phone: (801) 590-1800
Chase
Name: Richard Sorensen
Title: Vice President
Address: 3949 South 700 East, Suite 500
Salt Lake City, Utah 84107
Phone: (801) 590-1800
2. Pricing Assumptions:
Pricing assumptions with respect to Net Spend, number of Accounts to be requested, average purchase Transaction
amount, and Average bile Turn are as follows:
For Purchasing Cards:
Contract Year
Year 1
Year 2
Year 3
Year 4
Year 5
Average purchase Transaction amount: $225
Chase Manhattan yank USA, N.A,
5-2002
Net Spend
$12,700,050
$13,081,052
$13,473,483
$13,877.,688
$ l 4,294,0 ] 8
I0
Nashville Agreement
Number of Cards
1,290
1,290
1,290
1,290
1,290
Confidemial
Average File Turn: 16-29 days
"Net Spend" means the aggregate amount of individual purchases posted to Accounts, net of the aggregate amount of
all refunds to Accounts (such as credits for returned merchandise or disputed billing items), and shall not include (i)
those amounts representing annual fees, finance charges and other fees or charges posted to Accounts (such as late
fees, retuned check fees, cash advance fees, collection costs, administrative fees and reporting fees) and (ii) the
amount of all cash advance Transactions and fees. Net Spend shall also exclude fraudulent or unauthorized charges
posted to the Accounts and any amounts posted to an Account with respect to which a Card has been reported lost or
stolen. To the extent large ticket interchange rates are applicable, no more than five percent of the total Net Spend
shall qualify for such rates.
"Average File Ten" means the average number of days between the Transaction posting date and the payment posting
date of the full amount due.
Chase Manhattan Bank USA, N,A,
5-2002
11
Nashville Agreentan(
Confidential
2.1 Performance incentive.
(a)
(h)
Calculation of Incentive, For each Contract Year (or, if this Agreement is terminated prior to the end of a Contract Year, the
period from the end of the preceding Contract Year to the termination date), Chase shall pay to the Company an incentive
calculated as a percentage of the Net Spend for such period, in accordance with the following table and terms (the
"Incentive").
Purchasing Volume ONLY
Average
Annual Net Spend per Card
$ 5,000
$ 7,500
$10,000
$12,500
$15,000
Average Fileturn
$ 7,499
S 9,999
$12,499
$14,999
& Over
20 Days or less
0.45%
0.89%
1.01%
1.11%
1.15%
21 - 25 Days
0,61 %
0.84%
0,96%
1.03%
1.07
26 - 29 Days
0.57%
0.79%
0.89%
0.97%
1.00%
The Incentive is subject to reduction by all Losses. The Incentive shall he determined by deducting the Losses incurred by
Chase on the Company's Accounts during the twelve-month Incentive period from the gross Incentive amount for such period.
Upon termination of this Agreement, the Losses for the six-month period ending on the termination date (the "Last Six -
Month Period") will be deemed, for purposes of calculating the Incentive, to be equal to the Losses for the six-month period
immediately preceding the Last Six -Month Period. The incentive shall be calculated only on non -large ticket interchange
transactions and sales volume. If the Company is participating in more than one Chase Card. Program, Chase reserves the
right to offset any Losses from one Program against any Incentive earned under any other Program. if Losses in one year
exceed the amount of any or all Incentives earned, Chase may carry forward the amount of such Loss to offset against future
Incentives or invoice the Company for the balance owing, which shall be payable within 14 days.
Incentive payouts will be based on "Cumulative Average Annual Spend per Card" and "Cumulative Average Fileturn".
Cumulative Average Annual Spend per Card is defined as the total annual Net Spend, program to date, divided by the total
average cards to date, divided by the number of years to date. in all cases, the incentive is calculated annually and is payable
within 60 days after the end of each Contract Year, In the event that the due date for any Incentive payment falls on a day that
is not a Business Day, such payment shall be made on the next succeeding Business Day. Cumulative Average Fileturn is
defined as the average number of days between the Transaction posting date and the payment posting date of the full amount
due, averaged over the life of the program,
in the event this Agreement is terminated prior to the end of a Contract Year, the actual Net Spend for the elapsed portion of
such. Contract Year shall be annualized solely for the purpose of determining, in accordance with the foregoing table, the
percentage to be applied to such actual Net Spend,
Variances. The Incentive is calculated based upon the Pricing Assumptions listed in this Exhibit. To the extent that for any
annual period any actual amount or value varies from a Pricing Assumption by an amount that Chase in its sole discretion
deems to be material, Chase reserves the right to ratably adjust future Incentive payments or charge for Fees (as set forth
below) for the remaining term of the Agreement to compensate for such variance. If the Federal Funds Rate changes by more
that one half of one percent from the rate on the effective date of this Agreement, Chase reserves the right to ratably adjust
Chase Manhattan Balk USA, N.A. 12 Confidential
5-2002
Nashville Agreement
future Incentive payments or charge Fees (as set forth below) for the remaining term of the Agreement to compensate for the
change in its cost of fonds,
(c) Bonus. Chase shall pay the Company an initial $20,000 signing bonus, which will be paid within 30 days after the earlier
of the date when sixty percent of the Company's Cards have been open or the Company has achieved sixty percent of its
anticipated monthly Net Spend volume. In the event the company terminates this Agreement at any time during the first
Contract Year, for other than a default by Chase , the Company shall refund to Chase the $20,000 signing bonus.
(d) Definitions.
"Contract Year" means a 12-month period beginning on the date hereof or an anniversary of such date.
"Losses" means losses incurred by Chase on Accounts due to fraud or other unauthorized use and all other amounts that are
outstanding under Accounts and are not paid within 180 days of their respective due dates.
3. Billing and Payment:
Billing and payment of all charges made using the Commercial Card Program are subject to the following:
a. Billing Cycle/Payment Frequency; Monthly
Payment Method Options for payments made by Company: Check, EDI, Wire Transfer, ACH Debit or Credit
c. Payment Method for payments made by individual Cardholder: Check
4. Fees:
a. Annual Administration Fee:
Purchasing Cards: $ 0 per Card per year or $ 0 per Card per month.
Provided, however, if no Cards are issued, the annual administrative fee shall be charged for each Account number,
b. Cash advance Fee: Per Transaction (if Cash Advances are permitted under Exhibit A):
2.5%, of cash advance amount; minimum $2.50 per Transaction, maximum $30 per Transaction.
c. Late Payment Fee: For each product selected on Exhibit A, per occurrence:
Fleet Card and Purchasing Card grace period after statement billing date: 14 days
1.0%, late fee at 15 days
2.5% late fee at 45 days and every 30 days thereafter
Central Travel Account grace period after statement billing date: 25 days
1.0%, late fee at 30 days
2.5%, late fee at 60 days and every 30 days thereafter
Chase Manhattan Bank USA, N.A.
5-2002
13
Nashville Agreement
Confidential
T&E and One -Card Card (Company bill/Company pay) grace period after statement billing date: 25 days
1,0% late fee at 30 days
2,5% late fee at 60 days and every 30 days thereafter
T&E and One -Card Card (Cardholder bill/Cardholder pay) grace period after statement billing date: 25 days
$10.00 late fee at 30 days
2,5% late fee at 60 days and every 30 days thereafter
d. Copy Retrieval Fee, Per Request: $10.00 cacti
e, Returned 'Item (Insufficient Funds) Fee: $15.00 per occurrence
Emergency Card Replacement Pee: $25.00 if affected through Chase. If affected through MasterCard or Visa, the
Company shall pay any fees charged by MasterCard and Visa for emergency card replacement.
g. Complete Company Card Design and Production: $ setup and $ per Card.
Company logo on Cards: $500 production fee.
h. Development of custom mappers: $100 per hour; minimum charge $400; no maximum charge,
Development of customized reports: $100 per hour; minimum charge $400; no maximum charge.
Use of Taxware tax calculation product ; $5,000.
EDI: all development and on -going transmission fees will be passed on to Company.
PaymentNet set up fee: $ ; or PaymentNet Express set up fee: no charge.
m. File Transfer Protocol (FTP) — choose from the following: __ Daily ($500/month); Weekly ($250/month);
13i-Weekly ($125/month); Monthly ($75/month).
o. Convenience Checks: Two percent of check amount; minimum $2.00 per check; maximum $30.00 per check,
o. Miscellaneous fees: Charges for other specialized services provided by Chase will he passed through to Customer.
5. Issue Term of Cards:
Each Card shall be issued for a period of three years.
Chase Manhattan Bank USA, N.A. 14 Confidential
5-2002
Nashville Agreement
01 "iliS,f
b. Brand and Reporting Software Choice:
Brand Choice: MasterCard:
Check One
1
Reasons: Product Functionality;
Check all applicable
Other ties to the Brand:
Fleet Functionality:
British Airways Rewards:
1
4 Product Functionality:
ii
Acceptance:
I�l
Visa Rewards:
Other; (please explain below) I Other: (please explain below)
)
Reporting
Reporting Software: PaymentNietTM (at no additional charge), unless another choice is indicated below:
ProCard:
Smart Data:
InfoSpan:
Other;
Cost
Cost
Cost
Cost
Monthly Data Transmission Fee Per Additional Transmission Endpoint (In excess of two): $
Chase Manhattan Bank USA, NI A,
5-2a02
15
Nashville Agreement
Confidential
7. Authorized Signer(s):
The individual(s) named below are authorized to act on behalf of the Company in administering all aspects of the Program,
including, but not limited to, requesting Cards or Accounts for Cardholders, making administrative changes to the Program or
Card controls, electronic payments (authorization made either verbally or in writing) and terminating use of Cards or
Accounts.
Authorized Signers
Authorized Signer
(Print Name)
Authorized Signer
(Signature)
Title
Authorized Signer
(Print Name)
Authorized Signer
(Signature)
Title
Authorized Signer
(Print Name)
Authorized Signer
(Signature)
Title
Authorized Signer
(Print Name)
Authorized Signer
(Signature)
Title
The undersigned, a duly authorized officer or representative of the Company, does hereby certify that each of the persons listed in this
Exhibit B as an Authorized Signer is an officer, partner, member or other representative of the Company possessing authority to
execute Card Requests and each specimen signature of each such person set forth above is such person's genuine signature.
Chase Manhattan Bank USA, N.A.
5-2002
By:
Name:
Title:
16
Nashville Agreement
Confidential
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