HomeMy WebLinkAboutMaster AgreementCHASE COMMERCIAL CARD PROGRAM
Master Agreement
This Chase Commercial Card Program Master Agreement (the "Agreement") is dated as of,lehrtidON2005, between the
CITY OF MIAMI (the "City"), a municipal corporation of the State of Florida, and CHASE MANHATTANtANK USA, National
Association ("Chase"), a Delaware corporation.
RECITALS
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 marks, 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 City 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 1
DEFINITIONS
1 1 DEFINITIONS. Certain terms used in this Agreement, unless the
context requires otherwise, shall have the following meanings.
"Account" means the Visa or MasterCard account of a Cardholder and/or the
City maintained with Chase.
"Billing Cycle" means a monthly period that ends on the same day each
calendar month, unless such day is not a Business Day, in which case, the last day of
such period shall be the Business Day immediately before or after such day.
"Business Day" means a day, other than a Saturday or a Sunday, on which
commercial banks generally are open for business in Salt Lake City, Utah, and New
York, New York.
"Card" means a Visa or MasterCard charge card issued by Chase pursuant to
this Agreement.
"Card Cancellation Confirmation" means a written statement executed by
an Authorized Signer, in form and substance satisfactory to Chase, identifying
certain Cards by Account numbers and Cardhotdei names and confirming (i) that the
City has retrieved and destroyed such Cards, or (ii) that the City used reasonable
efforts to retrieve such Cards but was unable to do so.
"Cardholder" means an individual in whose name a Card is issued or any
other employee, officer or director of, or other individual designated by, the City as
being expressly authorized to use a Card or Account.
"Cardholder Agreement" means an agreement between Chase and a
Cardholder goveming the use of a corporate travel and entertainment Card, as
amended from time to time.
"Ordinary Course Transactions" means all Transactions that arc made for
the business purposes of the City or otherwise benefit the City directly or indirectly.
"Other Transactions" means all Transactions which are not Ordinary Course
Transactions.
"Transaction" 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.
"Unauthorized Transaction" means any Transaction by a person, other than
the Cardholder to whom the relevant Card was issued, who was not authorized to use
such Card or Account by either such Cardholder or the City and from which
Transaction neither the Cardholder nor the City receives any direct or indirect
benefit.
SECTION 2
CARD ISSUANCE
2.1 PROGRAM PARTICIPATION_ Subject to the terms of this
Agreement, Chase shall issue Cards to, and/or establish Accounts for, the City with
such capabilities as may be elected by the City on Exhibit A hereto.
The City and Cardholders shall use the Cards and Accounts for business
or commercial purposes only and not for personal, family, or household
purposes. The City shall instruct ail Cardholders to use the Cards and Accounts
strictly for business or commercial purposes.
2.2 EMBOSSING; LICENSE TO USE MARKS. Chase shall prepare
Cards bearing the CardhoIder's name or a description of a vehicle by make, model
and vehicle identification number, as appropriate, and, if elected, the Citys name,
trademark, or logo (the "Marks"), in a form supplied by the City and conforming to
Chase and Visa/MasterCard guidelines. If the City elects to have its Marks
embossed on the Cards or provides them to Chase for other uses, the City hereby
grants Chase a non-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 DELIVERY, Chase may deliver Cards and/or related materials
to the City or directly to the relevant Cardholders.. Upon its receipt of any Card, the
City shall promptly deliver such Card to the Cardholder named thereon together with
any related materials supplied by Chase. From time to time during the term of this
Agreement, Chase may recommend and/or implement security procedures regarding
the custody and handling of Cards. The City agrees to comply with such security
procedures.
2.4 CREDIT LIMITS; CREDITWORTHINESS -
(a) Subject to the terms of this Agreement and the Cardholder Agreements,
Chase shall authorize extensions of credit with respect to (a) each Card or Account
up to a specified total dollar amount (the "Account Credit Limit"), and (b) all
Cards and Accounts up to a specified total dollar amount (the "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 of
any Cardholder to whom a Card is to be or has been issued, and (ii) the financial
condition of the City, in connection with the issuance of Cards, maintenance of
Accounts, and establishment of credit limits.
(b) Chase at any time may cancel or suspend the right of any Cardholder to
use any Card or Account, decline to issue or establish any Card or Account. As a
result of its periodic evaluation of the City's financial condition, Chase may increase
or decrease any Account Credit Limit or the Aggregate Credit Limit, modify the time
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for payment of Corporate Liability obligations, or require additional collateral. At
the option of Chase, it may suspend the rights of all Cardholders to use any Cards or
Accounts. without notice, if more than one percent of Cardholders are more than 60
days past due.
2.5 ISSUANCE, RENEWAL,
CANCELLATION OF CARDS.
REPLACEMENT AND
(a) Promptly following its execution of this Agreement, the City 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
City wishes Chase to issue a Card or establish an Account. The City may, from time
to time, submit additional Card Requests authorizing the issuance of new Cards or
the establishment of new Accounts. The City agrees not 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 City, it may
guarantee the charges associated with a particular Cardholder who would not
otherwise qualify to utilize the Cards.
Each Card Request must be executed by a person (an "Authorized Signer")
for whom Chase has an effective Authority Certification. An "Authority
Certification" shall mean a certificate of an authorized officer or representative of
the City certifying to the identity of the then -incumbent officers, partners, members
or other representatives of the City who are authorized to execute Card Requests and
. certifying the authenticity ofa specimen signature of each Authorized Signer listed
in such Authority Certification. The Authority Certification most recently received
by Chase shall supersede any prior Authority Certification unless specifically stated
to the contrary in writing.
(b) Where emergency issuance ofa Card is requested, Chase may fulfill such
request at an additional charge as set forth on Exhibit B. The billing for such charge
shall occur in the next billing statement for the relevant Account. Unless Chase
receives contrary written instructions from the City, and subject to Chase's rights
hereunder. Chase shall replace each expiring Card with a replacement Card at least
30 days prior to the Card's expiration date.
(c) Each Cardholder shall be required to sign the Card issued to such
Cardholder and shall be subject to the terms of the Cardholder Agreement, if any.
(d) The City shall promptly make a request pursuant to Section 2.5(e) that a
Card or Account be canceled, or that the authority of any Cardholder to use a
particular Card or Account be terminated, as the case may be, if
(i) the City or a Cardholder knows of or suspects the loss, theft ar
possible unauthorized use ofa Card or Account. In such event, the City shall
not be liable for any Transactions occurring on the Card or Account after the
effective time of such request. In addition, the City shall not be liable for any
Transactions, resulting from Card theft or other fraudulent use by non -
Cardholders, occurring on the Card or Account prior to the effective time of
such request if the suspected loss, theft or unauthorized use was promptly
reported to Chase in accordance with Section 2,5(e), unless such theft or
fraudulent use occurs as a result of the City's lack of reasonable security
precautions and controls surrounding the Cards or Accounts or such use results
in a benefit, directly or indirectly, to the City or any Cardholder;
(ii) the City wishes to cancel a Card or Account or terminate the
authority of any Cardholder to use a particular Card or Account. In such event,
the City shall not be liable for any Transactions occurring on the Card or
Account (or Transactions made by such Cardholder, as the case may be) after
the effective time of such request, or
(iii) the Cardholder's employment or other relationship with the City is
terminated. In such case, the City agrees to provide such documentation or
information including the home address and home phone number of the
Cardholder along with such actions as Chase may request in connection with a
corporate liability waiver claim with Visa, MasterCard or any insurer relating
to such terminated Cardholder. Any balance outstanding associated with such
Cardholder shall become immediately due and payable. Chase will make
available to the City any corporate liability waiver coverage extended by Visa
or MasterCard. If the effective time of the City's request is not within two
Business Days after such termination, or if the City fails to provide the
documentation or take the actions requested by Chase as a result of such
termination, the City shall be liable for all Transactions with respect to such
Cardholder's Card and Account occurring prior to the effective time of the
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City's request but shall not be liable for any Transactions occurring on the
Card ar Account after such time.
(e) Each request made pursuant to Section 2.5(d) shall be made by telephone
(at 1-800-270-7760 or such other number as Chase may provide), fax, electronic
mail, or PaymentNetrU 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 City shall deem appropriate or Chase shall reasonably request. The City's
request shall be deemed effective when Chase receives such request and makes the
corresponding changes in its processing system (which changes shall be made
promptly, taking into account the mode of transmission and time of receipt).
2.6 TRANSACTION DATA, SECURITY PROCEDURES AND
ACCOUNT MAINTENANCE.
(a) Unless an alternative reporting system is selected in Exhibit B, Chase
shall make Card and Account transaction data available to the City through Chase's
PaymentNetTM intemet-based reporting system. Through PaymentNetTM, Chase
shalt provide the City with password -protected daily access to Card and Account
transaction data and other reports at no additional charge to the City. Such reporting
shall be provided in accordance with such manuals, training materials and other
information as Chase shall provide from time to time. if the City selects an
alternative reporting system, the City's use of such alternative system shall be
subject to the terms contained in a Transaction Data Addendum attached hereto.
(b) For the use of PaymentNet,Tm the City agrees to be bound by and to adhere
to the followng security procedures, terms, and conditions (the "Security
Procedures"), which Chase may revise from time to time upon written notice to the
City:
(i) PaymentNetTM may be accessed solely through the use of a user
identification 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 individual is referred to as the
"Program Administrator"). An authorized officer of the City shall designate a
Program Administrator. .
(ii) The City Program Administrator shall assign Access Codes to Users
designated by the City as authorized to (1) access and use the Service; (2)
create and disseminate Access Codes to individuals who are authorized to use
PaymentNetTM (such individuals are referred to as "Authorized Users`) and (3)
designate additional Program Administrators within the City. The City shall
be responsible for ensuring that each Program Administrator creates and
disseminates Access Codes in accordance with Chase's Security Procedures.
(iii) The City shall safeguard all Access Codes and be responsible for all
use of Access Codes issued by the Program Administrator. Chase may
conclusively presume that all business conducted using an Access Code
emanates from a Program Administrator or Authorized User and is conducted
in the City's name. Any unauthorized use of an Access Code (except for
unauthorized use by a Chase employee) shall be solely the responsibility of the
City.
(c) The City may from time to time, and in accordance with guidelines
established by Chase, perform certain account maintenance functions. including,
without limitation, adjustment of Account Credit Limits and blocking of Visa and
MasterCard Merchant Category Codes ("MCCs"). The City will not hold Chase
liable for (i) actions taken by Chase, in good faith and without negligence, upon the
instructions of the City or any Authorized Signer, or (ii) any maintenance activity
performed by any member of the City Group or any other person using a City
password.
SECTION 3
CARD AND ACCOUNT USE
3.1 PURCHASES. Cardholders may use Cards and Accounts to purchase,
in the normal course of business, goods and services in accordance with the MCCs
selected and/or blocked at the City's request and that do not exceed any transactional
limits established by the City. Chase shall use reasonable efforts to deny requests for
purchase authorizations that fall outside such parameters or it believes is an
Unauthorized Transaction, and to deny requests for cash advances for Cardholders
who are not permitted to obtain cash advances or who have exceeded the
predetermined cash advance limit, provided Transaction authorization is required.
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The parties acknowledge, however, that authorizations and declinations are
necessarily based on the accuracy of the Transaction data transmitted to Chase.
Under no circumstances shall Chase be liable to the Cardholder or the City (nor shall
the Cardholder or the City 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 factors beyond the reasonable control of
Chase.
3.2 USE OF CARDS. Each Transaction is subject to the terms and
conditions of the Cardholder Agreement, if any, in effect at the time of the
Transaction. Chase shalt have no obligation or responsibility to the City 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 not be 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
owed in respect of the Account to which such Transaction relates or any balance
owed by the City on any Account, is past due; (b) the amount of the Transaction plus
the outstanding balance (including Transactions authorized but not yet posted) of all
Accounts would exceed the Aggregate Credit Limit; (c) the amount of the
Transaction plus the outstanding balance (including Transactions authorized but not
yet posted) of the relevant Account would exceed the Account Credit Limit for such
Account; or (d) any other reason exists for declining a Transaction as set forth
herein. in the Cardholder Agreement or the operating regulations of Visa or
MasterCard or under applicable law,
3.3 OBLIGATIONS OF THE CITY. The City shall;
(a) establish and maintain a process to ensure the timely and accurate
reimbursement of all legitimate business expenses to its Cardholders;
(b) not exceed or permit Cardholders to exceed the Aggregate Credit Limit
or any Account Credit Limit;
(c) retum to Chase, or provide a Card Cancellation Confirmation with
respect to, all Cards and related Program materials upon the expiration or
termination of this Agreement; and
(d) make all reasonable attempts to ensure that each Cardholder complies
with the terms of the Cardholder Agreement, if any.
3.4 REWARDS PROGRAM; DISCLOSURE OF ACCOUNT
INFORMATION.
(a) Under a "Rewards" incentive program, participating Cardholders may be
eligible to earn awards by using their Cards for travel and entertainment purchases.
Solely for the purposes of such Rewards program, Chase may be required to transmit
to a third party or its designated program administrator monthly reports showing, for
each participating Cardholder, the net amount charged to such Cardholder's Account
for travel and entertainment purchases for the reporting period.
(b) The City or its Authorized Signer may'designate some or all ofthe City's
Cardholders as "participating" Cardholders for purposes of this Section 3,4. If any
of its Cardholders are designated as "participating" Cardholders, the City shall pay
to Chase all fees, charges and assessments imposed (whether imposed on Chase, the
City, the Cardholders or otherwise) in respect of the administration of the Rewards
program for such participating Cardholders, including, without limitation, all fees,
charges and assessments related to enrollment, redemption, and administration, the
cost of all bonus miles and other awards given under the program, and any per -Card
or per -Account fees. AB amounts payable under this Section 3.4 shall be due and
payable 14 days after the date of Chase's invoice with respect thereto.
3.5 EXPENSE REPORTING; DISCLOSURE OF ACCOUNT
INFORMATION. At its discretion, the City or its Authorized Signer may instruct
Chase to furnish specific Transaction data to third parties that provide expense
reporting products or services to the City. Solely for the purpose of facilitating the
Ciry's expense reporting objectives, Chase shall transmit to such third parties the
Transaction data identified in such instructions,
3.6 CITY OBLIGATIONS RELATING TO DISCLOSURE OF
ACCOUNT INFORMATION. The City shall clearly disclose to each of its
Cardholders the extent, if any, to which Chase will provide Transaction and Account
information to third parties pursuant to Sections 3.4 and 3.5 above. The City, on
behalf of the City Group, hereby releases and agrees to indemnify and hold harmless
each member of the Chase Group from and against arty loss, claim, damages,
liability, cost, expense, action or cause of action whatsoever that any Cardholder, any
member of the City Group, or any other third party may have against any member of
the Chase Group, or to which any member of the Chase Group may become subject,
arising out of or relating to the provision by Chase of Transaction or Account
information to third parties pursuant to Section 3.4 or Section 3.5.
SECTION 4
LIABILITY FOR USE
4.1 PROMISE TO PAY.
(a) Regardless of any established credit limits, the City agrees to pay and
perform when due all of its Obligations. As used herein. the term "Obligations"
means all obligations of the City under this Agreement, including without limitation:
(i) with respect to contingent liability travel and entertainment
Accounts, the City'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, fees and other amounts payable under or in connection with each such
Account; and
(iii) any and all costs (including attorneys' fees) incurred in enforcing
the obligations of the Cardholder and the City hereunder.
(b) The City's Obligations with respect to 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 be 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 or similar
proceedings involving or affecting a Cardholder, the City or others, (iii) any
modification, alteration, or amendment of, or addition to, any Cardholder Agreement
whether with or without the City'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 City) that may in any manner vary the risks of the City or might
otherwise constitute a legal or equitable discharge of any surety or guarantor. The
City hereby waives all defenses based on occurrences of the types described in
clauses (i) through (iv) above.
(c) Except as expressly set forth herein, the City hereby waives all
presentments; demands for performance or payment; protests; notices of protest,
nonperformance, dishonor, default and non-payment; notices of the existence,
creation or occurrence of new or additional obligations by the Cardholders; and all
other notices or formalities.
(d) 'All amounts due under the Cards and Accounts shall be billed directly to
the City via periodic statements and shall be payable in full upon receipt by the City,
except as otherwise provided in this Agreement with respect to contingent liability
travel and entertainment Accounts. Such statements may, at Chase's option, be sent
by mail or made available electronically via PaymentNetrm, the Internet, or other
means. The City shall remit payment to Chase under the terms described herein.
(e) All payments hereunder shall be made in U.S. dollars and by wire
transfer (or such other payment arrangement as is mutually agreed upon by the City
and Chase). All charges will be posted to Accounts in U.S. dollars. Transactions in
foreign currencies will be 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 be subject to
any applicable fees described in Exhibit B. The currency conversion rate used on
the conversion date may differ from the rate in effect on the date a Card or Account
is used.
(f) With respect to Account balances subject to the City's guaranty (as
described on Exhibit A), in the event that any amount owing by a Cardholder
remains unpaid for 61 days after the date of the first invoice on which such amount
appears and Chase believes that the City may be liable for such amount pursuant to
this Agreement, Chase may invoice the City for such amount. Upon receipt of the
invoice, the City shall immediately pay to Chase the full amount thereof for which it
is liable pursuant to this Agreement. If the City determines that the invoice contains
charges for which it is not liable, the City must submit documentary evidence in
support thereof, in form satisfactory ro Chase, as well as submit any documentation
and take any actions required by Visa or MasterCard in connection with its corporate
liability waiver program, in the event such coverage is available.
(g) Upon the earlier of termination, notice of intent terminate, or notice of
intent not to renew this Agreement, the City's Obligations with respect to contingent
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liability travel 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 DISPUTED AMOUNTS.
(a) The City and its Cardholders shall use their best efforts to resolve all
business -to -business purchase disputes directly with the relevant merchants.
including, without limitation, any disputes relating to purchase price discrepancies
or quality, warranty, or performance issues.
(b) The City or Cardholder may dispute an amount reflected on a billing
statement (unless the Transaction resulted from the use of a Card on which no
Cardholder's name is embossed, in which event the City or Cardholder may not
dispute such amount based on fraud) if (i) the amount does not reflect the actual
atnount of the Transaction; (ii) 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 City or Cardholder shall notify Chase
in writing of its intention to dispute art amount within 60 days following the date of
the billing statement on which the disputed Transaction or fee first appears. Chase
shall promptly investigate the dispute. if Chase determines that the amount is
properly payable, the City or Cardholder, as the case may be, will remit such amount
to Chase on the Citys (or the Cardholder's, as the case may be) receipt of its next
billing statement. Fees (including interest, finance charges, or late fees) may accrue
with respect to the disputed amount pending resolution of the dispute only if it is
determined that the amount is properly payable.
4.3 CHARGEBACKS. In the event that any Transaction is posted to an
Account involving fraud, unauthorized use, or any other circumstance under which
the merchant may be held liable under applicable Visa or MasterCard rules, the City
or Cardholder shall so notify Chase in writing. Chase shall.attempt to charge the
Transaction back to the merchant in accordance with Visa or MasterCard
procedures; provided, however, if the Transaction resulted from the use of a Card on
which no Cardholder's name is embossed, no chargeback will be granted for such
Transaction. Any accepted chargeback will be credited to the City's or Cardholder's
next billing statement. The City or Cardholder shall not be relieved of liability for
the Transaction if' the chargeback is rejected in accordance with Visa or MasterCard
rules.
SECTION 5
PROGRAM FEES, TERM AND
TERMINATION OF AGREEMENT
$.1 FEES. The City agrees to pay to Chase all applicable fees described in
Exhibit B. Such fees will be included in the billing statement for the Billing Cycle
in which the fees accrue.
5.2 TERM. This Agreement shall have an initial term (the "initial Term")
of tive years commencing on the date hereof and shall be renewed automatically for
successive two-year terms (each a "Renewal Term") unless written notice of'
termination is given by either party at. least 90 days prior to the end of the Initial
Term or any Renewal Term. In addition, either party may terminate this Agreement
at any time upon 90 days' prior written notice to the other party. Prior to expiration
or termination of this Agreement for any reason, the City agrees to either retrieve all
Cards from Cardholders, cut such Cards in half, and return them to Chase; or
provide a Card Cancellation Confirmation with respect to such Cards.
5.3 DEFAULT. As used in this Agreement, the term "Default" shall mean:
(i) failure of the City to remit payment to Chase in accordance with the terms 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 City of any facts, either in this Agreement
or in its financial 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 filing by or against either party 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, liquidator, 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 City that has a material adverse
impact on the financial condition of the City; (vii) any default by the City under the
terms of any material indebtedness owed by the City to any third party or other
Chase related entity; (viii) fraudulent or other unauthorized use of Cards or Accounts
or credit losses with respect thereto exceeding Chases operating tolerances; or (ix)
failure of the City to satisfy the requirements of Chase under Section 2.4 (b).
5.4 REMEDIES; DAMAGES.
(a) Either party may terminate this Agreement at any time upon the Default
of the other party. Except where a remedy is expressly provided herein or as
otherwise provided in Section 5.4(b) or (c), termination of this Agreement will be a
party's sole remedy for breach; provided, that no termination or expiration of this
Agreement shall release or discharge the City from the payment of any amount
otherwise payable under this Agreement.
(b) Upon a Default by the City, Chase may, in its sole discretion, suspend all
Services and obligations hereunder or may shorten the Billing Cycle in lieu of
termination of this Agreement until such time as Chase determines to its satisfaction
that such Default has been cured. By suspending its services and obligations, Chase
shall not be deemed to have waived any right which it may have, whether as a result
of the Default or otherwise, to terminate this Agreement.
(c) A breaching party shall be liable for any actual damages caused by its
breach, but neither party will be tiabte under any provision oediis 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 party for such damages.
(d) Chase, in addition to any rights available to it under applicable law, shall
have the right to immediately accelerate and demand payment of the total balance if
it deems itself insecure and to set off against any Liabilities, all monies owed by
Chase in any capacity to any of them, whether or not due, and Chase shall be
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 foregoing events of
default (or if Chase deems itself insecure) even though such charge is made or
entered on the books of Chase subsequent to those events.
(e) Chase's liability to City hereunder shall be limited to direct damages
arising from Chase's gross negligence or willful misconduct. 'Regardless of the
form of action, in no event shall Chase be liable for any indirect, consequential,
punitive, exemplary or special damages, even if Chase is advised as to the possibility
of such damages. Except for liability which City may otherwise incur under this
Agreement, City's liability to Chase hereunder shall be limited to direct damages
arising from City's gross negligence or willful misconduct. Regardless of the form of
the action, in no event shall City be liable for any indirect, consequential or special
damages, even if City is advised as to the possibility of such damages. Without
limiting the generality of anything contained in this section, Chase shall not be liable
for and damages of any kind, no matter what the cause. that arise, occur or result
from: (i) the City using Java applets or other Java applications, (ii) the City's
opening ports on its firewalls, or (iii) problems with or defects in equipment.
software or services not provided by Chase. Subject to the limitations of Section
768.28 Florida Statutes (2(104), as may be amended, with respect to the performance
of this Agreement, each party shall indemnify and hold the other party harmless from
any loss, cost or expense resulting solely from such party's gross negligence or
breach of this Agreement.
SECTION 6
MISCELLANEOUS
6.1 REPRESENTATIONS AND WARRANTIES. Each party represents
and warrants that this Agreement constitutes the legal, valid, binding and
enforceable agreement of such party and that its execution and performance of this
Agreement (a) do not constitute a breach of any agreement of such party with any
third party, or of any duty arising in law or equity, (b) do not violate any law, rule or
regulation applicable to it, (c) are within its corporate powers, and (d) have been
authorized 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 delivery service or by
prepaid registered or certified mail, addressed to the relevant party at its address for
notices specified on Exhibit B, or to such other address as such party may from time
to time designate in writing to the other. The date of delivery of a notice (i)
delivered personalty shall be deemed to be the date delivered; (ii) sent by overnight
delivery shall be deemed to be the following day; and (iii) sent by mail shall be
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Chase Manhattan Bank USA. N.A.
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deemed to be three Business Days after the date on which such notice is deposited in
the United States mail.
6.3 CHANGES. Changes to this Agreement shall be effective only if made
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 FINANCIAL STATEMENTS; NOTICE OF BOND RATING
CHANGE. The City agrees to furnish Chase copies of its consolidated audited
financial statements as soon as available, but not later than 120 days following the
end of each fiscal year of the City. Alt such financial statements shall include an
income statement for the applicable fiscal year and a balance sheet, shall have been
prepared in accordance with generally accepted accounting principles, consistently
applied. and shall be in accordance with the books and records of the City. The City
shall provide, in a timely manner, such other current financial information
concerning the City as Chase may request. If applicable, the City will notify Chase
within five business days of any change in the City's bond rating.
6.5 ASSIGNMENT. This Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective successors and assigns;
provided, that the City may not assign this Agreement or any interest, payment, or
rights hereunder without the prior written consent of Chase.
6.6 FORCE MAJEURE. If either party is rendered unable, wholly or in
part, by a force outside the control of such party (including, but not limited to, an act
of God, war, fire, flood, explosion, act of governmental authority, strike, civil
disturbance or breakdown of telephone, computer or automated mailing equipment)
to carry out its obligations under this Agreement (other than a payment obligation),
or Chase is notified by a state 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 to Chase, the affected
party shall give the other party prompt written notice to that effect. Thereafter, the
affected obligations of the party giving the notice shall be suspended and the failure
to perform such obligations shall not be deemed a breach of or Default under this
Agreement so long as the affected party is unable to so perform for such reason. A
party excused from performance pursuant to this Section 6.6 shall exercise all
reasonable efforts to continue to perform its obligations hereunder and shall
thereafter continue with reasonable due diligence and good faith to remedy its
inability to so perform.
6.7 ENTIRE AGREEMENT. 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.
6.8 SEVERABILITY AND WAIVER If any portion of this Agreement is
stricken as an invalid provision, the remaining portions shall remain in full force and
effect and shall continue to be binding upon the parties. Failure of either party to
exercise any of its rights under this Agreement in a particular instance shall not be
construed as a waiver of those rights or any other rights for any purpose.
6.9 STATE OF LAW This Agreement will be interpreted and construed
and governed by the laws of the State of Florida. Any controversies or legal
problems arising out of this Agreement and any action involving the enforcement or
interpretation of any rights hereunder shall be submitted to the jurisdiction of the
Miami -Dade County Circuit Courts. Each party shall bear their own attorneys' fees.
6.10 SURVIVAL. Sections 4, 6.9, and 6.11 shall survive the termination or
expiration of thisAgreement
6.11 CONFIDENTIALITY. All information furnished by either party in
connection with this Agreement. the Program, or the Transactions contemplated
hereby shall be kept confidential (and shall be used by the other party only in
connection with this Agreement), except to the extent that such information (a) is
already lawfully known when received, (b) thereafter becomes lawfully obtainable
from other sources, (c) is required to be disclosed in any document filed with the
Securities and Exchange Commission, the Federal Deposit Insurance Corporation, or
any other agency of any government, or (d) is required by law to be disclosed,
provided that notice of such disclosure has 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 party
to take legal action to prevent the disclosure. Upon termination of this Agreement,
5
each party shall promptly cause all copies of documents or extracts thereof
containing any such information and data which has been provided by or which
relates to the other party to be returned to such other party; provided. that each party
may retain in its files copies of such materials as it shall deem necessary sotely for
archival purposes.
6,12 NAME AND TRADEMARK. Except as otherwise provided herein,
neither party •shall use the name or logo of the other party without such parry's
written consent.
6.13 VISA AND MASTERCARD FEE ADJUSTMENTS. In the event that
there is a change deemed by Chase to be material in the way Chase is compensated
by Visa or MasterCard, Chase may seek to re -negotiate the financial terms of this
Agreement. The City shall have no obligation to renegotiate such terms; 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 (b) terminate this Agreement upon written notice to the City.
6.14 RELATIONSHIP OF PARTIES. Nothing contained in this
Agreement shall be construed as constituting or creating a partnership, joint venture,
agency, or other association or relationship between Chase and the City. To the
extent that either party undertakes or performs any duty 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 a partner, joint venturer, or agent for the other
party.
6.15 TAXWARE SYSTEM. Chase may make available to the City the
Taxware system for review of its transactions. Chase is a licensee of Taxware and is
merely providing the Taxware system as a service to Chase's customers. If the City
chooses to utilize the Taxware system, it understands that Taxware will use
reasonable efforts to ensure that its information is current and accurate, but due to
rapidly changing tax rates and regulations, the City shall be responsible to determine
the applicability of the information to its data and confirm its accuracy. The City
agrees that neither Taxware nor Chase will be liable for any damages including
direct, indirect, incidental, special or consequential damages, arising out of the use
of the Taxware system.
6.16 INSURANCE. Chase agrees to provide insurance pursuant to the terms
of Exhibit "C" attached hereto.
Chase Manhattan Bank USA. N.A.
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fN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the day and year first written above.
ATTEST:
scilla A. Thor a •n, City Clerk
ATTEST: SC,e,. l ()cut catiN
Cel:f
By.
Print N
Title:
(Affix Corporate
APPROVED AS TO FORM AND
CORRECTNESS:
Chase Manhattan Bank USA, N.A.
SharedlSMConnnon/ MS/Card/Comptiance/Eileen's Documents/City of Miami/City of Miami.24-05.CLEAN.doe
"City"
CITY OF MIAs
co ration
By:
Joe A +o a, City Manager
"Chase"
CHASE MANHATTAN BANK USA, N.A.
Byeleue2,1.,,A
Print Nan ..ARE T. TRAUTH
V1GE PRC3tDCNT
Title:
f,.
APPROVED AS "INSURANCE
REQUJREMJM
Dania F. Carrillo
Risk Management Administrator
Confidential
EXHIBIT A
Card Capabilities:
Fleet/Fuel (MasterCard only).
The City elects does not elect to add Fleet/Fuel capabilities to the Cards and Accounts so that Cardholders may
purchase, in the normal course of business, goods and services related to the fuel and maintenance needs of its vehicles for the
benefit of the City.
2. Purchasing.
The City X elects does not elect to add Purchasing Card capabilities to the Cards and Accounts so that Cardholders
may purchase, in the normal course of business, goods and services for the benefit of the City.
3. Central Travel.
The City elects does not elect to add Central Travel Account capabilities to the Accounts so that City personnel
may purchase, in the normal course of business, transportation on common carriers through Travel Agents, for the benefit of
the City.
The City from time to time shall provide Chase with Travel Agent Authorizations, which shall be in such form and content as
Chase, in its sole discretion, shall determine. A Travel Agent Authorization shall: (i) contain the name and address of each
Travel Agent through whom Transactions may be made; and (ii) be fully completed and executed by an Authorized Signer
and delivered to Chase.
The City shall be responsible for instructing its Travel Agents in the handling and processing of Transactions. Travel Agents
shall, for the purposes of this Agreement, be deemed to be agents of the City and not of Chase. No fee shall be payable by
Chase to any Travel Agent for performing any services hereunder.
As used herein, the following terms shall have the meanings indicated below:
"Travel Agent Authorization" means a request by the City to Chase to authorize a Travel Agent to charge
Transactions to an Account.
"Travel Agents" means travel agents or agencies designated by the City in accordance with the foregoing
provisions.
4. Travel and Entertainment.
The City — elects does not elect to add travel and entertainment purchase capabilities to the Cards and Accounts so
that Cardholders may purchase, in the normal course of business, travel and entertainment and related goods and services for
the benefit of the City. Check one of the following to be applicable if the City elects travel and entertainment capabilities:
The City shall have full corporate liability for all travel and entertainment charges. Accordingly, all terms
and conditions of this Agreement for billing and payment set forth in Section 4 of this Agreement and all other
provisions applicable to general corporate liability for charges made with the Cards and Accounts shall also be
applicable to travel and entertainment charges.
OR
The City shall have full corporate liability for all travel and entertainment charges. All amounts due under
each Card and Account shall be billed to the relevant Cardholder via periodic statements and shall be payable in full
upon receipt by the Cardholder. Such statements may, at Chase's option, be sent by mail or made available
electronically via PaymentNetTM, the Internet, or other means. All other provisions applicable to general corporate
Liability for charges made with the Cards and Accounts shall also be applicable to travel and entertainment charges.
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OR
The City shall have full corporate liability for travel and entertainment charges, but only with respect to the
Visa and MasterCard travel and entertainment Merchant Category Codes defined for the Accounts during the
implementation process. Accordingly, all terms and conditions of this Agreement for billing and payment set forth in
Section 4 of this Agreement and all other provisions applicable to general corporate liability for charges made with
the Cards and Accounts shall also be applicable to such travel and entertainment charges. With respect to all other
travel and entertainment charges, the City elects to have contingent liability for travel and entertainment charges in
accordance with the following terms and conditions:
With respect to obligations and liabilities arising from such other travel and entertainment Transactions
("Other T&E Transactions"), each Cardholder shall be liable for all indebtedness related to such
Transactions with respect to his or her Card, as provided in the Cardholder Agreement. AU such amounts
shall be billed to the relevant Cardholder via periodic statements and shall be payable in full upon receipt by
the Cardholder. Such statements may, at Chase's option, be sent by mail or made available electronically
via PaymentNetTM, the Internet, or other means. The Cardholder shall remit payment to Chase under the
terms described herein and in the Cardholder Agreement. The City hereby irrevocably, absolutely and
unconditionally guarantees to Chase the prompt payment and performance when due of all indebtedness,
obligations and liabilities (including, without limitation,related fees) from time to time outstanding with
respect to each Account, for Other T&E Transactions that constitute Ordinary Course Transactions;
provided, that the City shall not be liable for any indebtedness related to Other T&E Transactions that
constitute Other Transactions, Unauthorized Transactions or Ordinary Course Transactions previously
reimbursed by the City to the Cardholder.
OR
The City shall be contingently liable for all travel and entertainment charges in accordance with the following
terms and conditions:
With respect to obligations and liabilities arising from travel and entertainment Transactions ("T&E
Transactions"), each Cardholder shall be liable for all indebtedness related to such Transactions with
respect to his or her Card, as provided in the Cardholder Agreement. All amounts due under each Card and
Account shall be billed to the relevant Cardholder via periodic statements and shall be payable in full upon
receipt by the Cardholder. Such statements may, at Chase's option, be sent by mail or made available
electronically via PaymentNetTM, the Internet, or other means. The Cardholdershall remit payment to
Chase under the terms described herein and in the Cardholder Agreement. The City shall reimburse each
Cardholder for the full amount of all Ordinary Course Transactions of such Cardholder, prior to the time
such amount becomes due and payable by the Cardholder to Chase. If the City satisfies such obligation, it
shall have no liability to Chase for Transactions charged to such Cardholder's travel and entertainment
Accounts. If the City fails to satisfy such obligation, however, it shall pay to Chase, in accordance with the
terms of Section 4.1 of this Agreement, the amount of all Ordinary Course Transactions for which the
Cardholderhas not been fully reimbursed, together with (i) the related fees described in Section 4 of Exhibit
B, and (ii) any and all costs (including attorneys' fees) incurred in enforcing the obligations of the City
hereunder. The City hereby irrevocably, absolutely and unconditionally guarantees to Chase the prompt
payment and performance when due of all indebtedness, obligations and liabilities (including, without
limitation, related fees) from time to time outstanding with respect to each Account, for T&E Transactions
that constitute Ordinary Course Transactions; provided, that the City shall not be liable for any indebtedness
related to T&E Transactions that constitute Other Transactions, Unauthorized Transactions or Ordinary
Course Transactions previously reimbursed by the City to the Cardholder.
5. Cash Advance.
The City — elects 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 City. Chase
may refuse cash advance access to any Cardholder in its sole discretion, The cash advance feature may be disabled by arty
Authorized Signer upon written notice to Chase, subject to Section 3.1 of this Agreement.
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6. Convenience Checks.
The City 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 Iimits for each Cardholder as agreed by Chase and the City. The City shall have
full corporate liability for all Convenience Checks used. Accordingly, all terms and conditions of this Agreement for billing
and payment set forth in Section 4 of this Agreement and all other provisions applicable to general corporate liability for
charges made with the Cards and Accounts shall also be applicable to Convenience Check transactions.
7. Logo.
The City X elects does not elect to have its name, trademark, or logo, in a form supplied by the City to Chase
and conforming to Chase and Visa and MasterCard guidelines, embossed on the Cards.
Chase Manhattan Bank USA, N.A. 9
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Program Contacts:
EXHIBIT B
Primary, Day to Day Contacts:
City
Chase
Name: Michael A. Rath
Name:
Title: Assistant Purchasing Director
Title:
Client Relations Specialist
Address: 444 SW 2"d Ave., Miami, FL 33130
Address:
3949 South 700 East, Suite 500
Salt Lake City, Utah 84I07
Phone: (305) 416-1921
Phone:
Notice Contacts:
City
Chase
Name: Glenn Marcos
Name:
Title: Chief Procurement Officer
Title:
Sr. Vice President
Address: 444 SW 2"d Ave., Miami, FL 33130
Address:
3949 South 700 East, Suite 500
Salt Lake City, Utah 84107
•
Phone: (305) 416-1910
Phone:
(801) 590-1800
Financial Contacts:
City
Chase
Name: Scott Simpson .
Name:
Richard Sorensen
Title: Finance Director
Title:
Vice President
Address: 444 SW 2"d Ave., Miami, FL 33130
Address:
3949 South 700 East, Suite 500
Salt Lake City, Utah 84107
Phone: (305) 416-1377
Phone:
(801) 590-1800
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2. Pricing Assumptions:
Pricing assumptions with respect to Charge Volume. and number of Accounts to be requested are as follows:
For Purchasing Cards:
Contract Year
Year 1
Charge Volume
$5.000,000
Number of Accounts
100
Year 2
$5.000,000
100
Year 3
$5.000,000
100
2.1 Performance Incentive.
(a) The Bank will pay Customer an Incentive based on the annual Charge Volume and Average Transaction Size tier achieved
in the following schedule. -
Annual Charge
Volume
A TransactIon Site
100
125
150
200
250
300
350 •
400
450
500+
35,000,000
0.17%
0.29%
0.38%
0.48%
0.55%
0.59%
0.58%
0.61%
0.62%
0.64%
$ 6,000,000
0.25%
0.37%
0.46%
0.56%
0.63%
0.67%
0.68%
0.70%
0.72%
0.73%
$ 7,000,000
0.30%
0.43%
0.52%
0.62%
0.69%
0.73%
0.74%
0.77%
0.78%
0.80%
48,000,000
0.35%
0.47%
0.56%
0.67%
0.73%
0.77%
0.79%
0.82%
0.83%
0.85%
39,000,000
0.38%
0.51%
0.59%
0.70%
0.76%
0.81%
0.83%
0.86%
0.87%
0.89%
510,000,000
0.41%
0.54%
0.62%
0.73%
0.79%
0.83%
0.87%
0.89%
0.90%
0.92%
$11,000,000
0.43%
0.56%
0.64%
0.75%
0.81%
0.85%
0.89%
0.91%
0.93%
0.94%
$12,000,000
0.45%
0.58%
0.66%
0.77%
0.83%
0.87%
0.91%
0.93%
0.95%
0.96%
$13,000,000
0.46%
0.59%
0.67%
0.78%
0.84%
0.89%
0.93%
0.95%
0.97%
0.98%
S14,000,000
0.47%
0.60%
0.68%
0.79%
0.85%
0.90%
0.94%
0.96%
0.9896
0.99%
$15,000,000
0.50%
0.62%
0.71%
0.81%
0.87%
0.92%
0.95%
0.97%
0.99%
1.00%
(b) The Incentive is subject to reduction by all Losses. The Incentive shall be determ'ned by deducting the Losses incurred by
Chase on the City'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 City 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 City for the balance owing, which shall be payable within 14 days.
In the event this Agreement is terminated prior to the end of a Contract Year, the actual Charge Volume 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 Charge Volume.
(c) Definitions.
"Average Transaction Size" means Charge Volume divided by the total number of transactions included in the calculation of
Charge Volume for any given period.
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"Average Large Ticket Transaction Size" means Large Ticket Transaction Volume divided by the total number of
transactions included in the calculation of Large Ticket Transaction Volume.
"Charge Volume means total US dollar charges made on a Chase Commercial Card, net of returns, and excluding Large
Ticket Transactions, cash advances, convenience check amounts, and fraudulent charges.
"Contract Year" means a 12-month period beginning on the date hereof or an anniversary of such date.
"Large Ticket Transaction" means a transaction that exceeds $4500, includes at least level II data, and is acknowledged by
the supplier's acquirer.
"Lame Ticket Transaction Volume" means total US dollar Large Ticket Transactions made on a Bank One Commercial Card,
net of returns and excluding cash advances and convenience check amounts.
"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.
"Settlement Terms" means the combination of the number of calendar days in a billing cycle and the number of calendar days
following the end of a billing cycle to the date the payment is due. Settlement Terms are expressed as X & Y, where X is the
number of calendar days in the billing cycle and Y is the number of calendar days following the end of a billing cycle to the
date the payment is due.
"Speed of Payment" means the number of calendar days after a billing cycle end until the date full payment of the cycle end
balance is received by the Bank.
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
b. Payment Method Options for payments made by City: 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: $0.00 per Card per year:.
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.% of cash advance amount; minimum $3.00 per Transaction.
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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
T&E and One -Card Card (City bill/City 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
$10.00late fee at 30 days
2.5% late fee at 60 days and every 30 days thereafter
d. Copy Retrieval Fee, Per Request: $10.00 each
e. Returned Item (Insufficient Funds) Fee: $15.00 per occurrence
f. Emergency Card Replacement Fee: $25.00 if affected through Chase. If affected through MasterCard or Visa, the
City shall pay any fees charged by MasterCard and Visa for emergency card replacement.
g. Complete City Card Design and Production: $ setup and $ per Card.
City logo on Cards: $500 production fee.
h. Development of custom mappers: $150 per hour; minimum charge $400; no maximum charge.*
*First two custom mappers at no charge.
i. Development of customized reports: $150 per hour; minimum charge $400; no maximum charge.*
*First two custom reports at no charge.
j. Use of Taxware tax calculation product : $5,000.
1. EDI: all development and on -going transmission fees will be passed on to City.
1. 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);
Bi-Weekly ($125/month); _ Monthly ($75/month).
o. Convenience Checks: $1.00 per posted check + .5% of value.
o. Miscellaneous fees: Charges for other specialized services provided by Chase will be passed through to Customer.
5. Issue Term of Cards:
Each Card shall be issued for a period of three years.
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6. Brand and Reporting Software Choice:
Brand Choice:
Check One
, MasterCard:
Visa:
"—no
Reasons:
Check all applicable
Product Functionality:
Product Functionality:
Other ties to the Brand:
Other ties to the Brand:
—
Fleet Functionality:
Acceptance:
British Airways Rewards:
Visa Rewards:
Other: (please explain below)
Other:(please
,
.
Reporting Software: PaymentNetTM (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, N.A. 14 Confidential
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7. Authorized Signer(s):
The individual(s) named below are authorized to act on behalf of the City 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
Glenn Marcos `` .t.
Chief Procurement officer
Authorized Signer
(Print Name)
Authori i er
ignature)
Title
Michael Rath
.,
Assistant Purchasing Director
Authorized•Signer
(Print Narne)
';Authorized Signer
(Signature)
Title
Yusbel Gonzalez
1P-Card Administrator
Authorized Signer
(Print:Naive) '
thori• - o Iv er
(Signa .
Title
Authorized Signer
(Print Name)
Authorised Signer
(Signature)
Title
The undersigned, a duly authorized officer or representative of the City, 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 City possessing authority to execute
Card Requests and each specimen signature of each such person set forth above is such person's genuine signature.
By:
Name:
Title:
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EXHIBIT "C"
INSURANCE REQUIREMENTS
Chase shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2'4 Avenue, 6`b Floor, Miami, .Florida 33130,
Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined
below:
A. Worker's Compensation Insurance for all employees of Chase as required by Florida Statute 440.
B. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000.00 combined single limit per
occurrence for bodily injury and property damage to include products and completed operations. The City of Miami must
be shown as an additional insured with respect to this coverage.
C. Professional Liability Insurance in an amount not less than $100,000 per occurrence with a deductible per claim not to
exceed ten percent (1O%) of the limit of liability.
The City needs to be named as additional insured. BINDERS ARE UNACCEPTABLE.
The insurance coverage required 01a11 include those classifications, as listed in standard Liability insurance manuals, which most
nearly reflect the operations of Chase.
All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida,
with the following qualifications:
The Company must be rated no less than "A" as to management, and no less than "Class V" as to
financial strength, by the latest edition of Best's Key Rating Insurance Guide or acceptance of insurance
company which holds a valid Florida Certificate of Authority issued by the State of Florida, Department
of Insurance, and are members of the Florida Guarantee Fund.
Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to
the certificate holder.
NOTE: THE CONTRACT TITLE MUST APPEAR ON EACH CERTIFICATE.
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Compliance with the foregoing requirements shall not relieve Chase of their liability and obligation under this section or under any
other section of this Agreement.
Chase shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for
the duration of the contractual period;Including any and all option terms that may be granted.
—If insurance certificates are scheduled to expire during the contractual period, Chase shall be responsible for submitting new or
renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration.
—In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the
City shall:
A) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed
in the Request for Proposals.
B) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Chase in
conjunction with the General Terms and Conditions of the Request for Proposal.
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Chase Manhattan Bank USA. N.A.
Sharod/SMCommonaMS/CartfCompliance/Eileen's Documents/City of Miami/City of Miamil-1-05.CLEAN.doc
Confidential