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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 L''0NlS�••0S'f'i1riR:ii%ii'NbatdVATile,L1.1. kitC9FREfRP?FS Ysx:�'n......yc.01.- • .a.r,w..m.