HomeMy WebLinkAboutExhibitFIRST AMENDMENT TO
PARTICIPATION AGREEMENT
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THIS FIRST AMENDMENT (the "Amendment") to that certain Participation Agreement (as amended, supplemented, restated, or replaced
from time to time, the ("Participation Agreement") dated as of March 13, 2009, between JPMorgan Chase Bank, N.A. or one or more of
Its Affiliates ("Bank") and City of Miami, a Florida municipal entity ("Participant") is made effective upon the City Manager's signature
on this Amendment (the "First Amendment Effective Date").
WHEREAS, Participant is currently participating in the commercial card services Program under that certain Commercial Card Agreement
between Department of Off -Street Parking of the City of Miami d/b/a Miami Parking Authority dated as of July 9, 2008 (the "Commercial
Card Agreement").
In consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein, Bank and Participant
agree to amend the Participation Agreement as follows:
1. Definitions. Capitalized terms used in this Amendment and defined in the Agreement shall be used herein as so defined, except as
otherwise provided herein.
2. Acknowledgement. The parties acknowledge and agree to the following extension term of the Participation Agreement:
"The parties acknowledge and agree to extend the term of the Participation Agreement from April 1, 2015
through March 31, 2016."
3. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Participation Agreement, as it
may have been amended from time to time, shall continue in full force and effect and the Participation Agreement shall remain
enforceable and binding in accordance with its terms.
4. Counterparts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one
and the same document, and each party hereto may execute this Amendment by signing any of such counterparts. Facsimile
signatures shall have the same force and effect as the original.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the First
Amendment Effective Date.
JPMORGAN CHASE BANK, N.A.
By
Name
Title
Acknowledged and Approved:
Participant Authorization: The undersigned is an officer, member, manager, director, managing partner, or general partner (or person
authorized to represent the foregoing), as applicable, of Participant, authorized to bind Participant to enter into and to perform its obligations
under this Amendment. The undersigned certifies to Bank that the governing body of Participant has adopted resolutions or other
appropriate and binding measures authorizing Participant to enter into and perform its obligations under this Amendment and that those
resolutions or other appropriate and binding measures were: (a) adopted in accordance with, as applicable, all requirements of law and
Participant's organizational or constituent documents, (b) have been entered into the minute books or company records of Participant, and
(c) are now in full force and effect. Participant shall provide to Bank immediately upon demand conclusive evidence of the authorizations
described above.
PARTICIPANT
By
Name Daniel J. Alfonso
Title City Manager, City of Miami
Approved by City of Miami Commission, Resolution No.
Page 1 of 2
Participant Attestation: The undersigned, officer, member, manager, director, managing partner, or general partner (or person authorized
to represent the foregoing) of Participant, hereby certifies that the person signing above on behalf of Participant has been duly authorized to
bind Participant and to enter into and perform its obligations under this Amendment and that the person signing above on behalf of
Participant, whose execution of this Amendment was witnessed by the undersigned, is an officer, member, manager, director, managing
partner, or general partner (or person authorized to represent the foregoing) of Participant possessing authority to execute this Amendment.
Participant shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above.
By
Name Todd B. Hannon
Title City Clerk, City of Miami
Note: The person signing the attestation shall be someone different from the person signing above on behalf of Participant.
APPROVED AS TO FORM AND CORRECTNESS:
VICTORIA MENDEZ
CITY ATTORNEY
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PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (the "Participation Agreement") is made and effective this ¢h day of
PREWil, 2009 ("Effective Date"), by and between City of Miami, a Florida municipal entity (the "Participant")and
JPMorgan Chase Bank, N.A. or Chase Bank USA, N.A., as may be determined from time to time, (the `Bank") each
a national banking association.
WITNESSETH:
WHEREAS,_pursuant to that certain —Commercial Card_ Agreement dated as of July 9 2008 <the
"Commercial Card Agreement") between Department of Off -Street Parking of the City .of Miami d/b/a Miami
Parking Authority (the "Client") and the Bank, the Bank has agreed to provide commercial card services to the
Client (the "Program") on the terms and conditions of the Commercial Card Agreement, attached hereto and
incorporated herein as Exhibit I; and
WHEREAS, the Participant desires to participate in the Program, subject to the terms and conditions of the
Commercial Card Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:
1. Definitions. Except as otherwise provided herein, all capitalized terms used herein and not
otherwise defined and which are defined in the Commercial Card Agreement shall be used herein as so defined in
the Commercial Card Agreement.
2. Mutual Obligations. By their execution of this Participation Agreement, the Participant and Bank
hereby agree to be bound by all the terms and conditions of the Commercial Card Agreement attached hereto as
',;Exhibit I. This Participation Agreement shall remain in effect accordingto its terms without regard to the continued
existence or enforceability of the Commercial Card Agreement with respect to the original parties thereto. All
references to "Client" in the Commercial Card Agreement shall be deemed to constitute references to the Participant
hereunder.
Without limiting the generality of the foregoing, the Participant further agrees that it shall be
responsible only for transactions and for fees, charges and other amounts due under the Commercial Card
Agreement related to the use of Accounts of the Participant pursuant to the Commercial Card Agreement and that
the Client shall not be liable for any such transactions and for any such fees, charges and other amounts.
3. Notices. Notwithstanding the provisions of the Commercial Card Agreement, all notices and other
communications required or permitted to be given under this Participation Agreement shall be in writing and shall
be effective on the date on which such notice is actually received by the party to which addressed. All notices shall
be sent to the address set forth below or such other address as specified in a written form from one party to the other.
To the Bank:
JPMorgan Chase Bank, N.A.
300 S. Riverside Plaza, Suite IL1-0199
Chicago, IL 60670
Attn: Contract Manager
To the Participant: City of Miami
444 S. W. 2"d Avenue
Miami, FL 33130
Attn: Mike Rath
4, Miscellaneous. This Participation Agreement shall be governed by and construed in accordance
with the substantive laws of the State of New York, and as applicable, federal law. The headings, captions, and
arrangements used in this Participation Agreement are for convenience only and shall not affect the interpretation of
this Participation Agreement. This Participation Agreement may be executed in any number of counterparts, all of
which, when taken together shall constitute one and the same document, and each party hereto may execute this
Participation Agreement by signing any of such counterparts.
IN WITNESS WHEREOF, the parties have caused this Participation Agreement to be duly executed as of
the date first written above.
BANK:
By:
Name:
Title:
1/(5Kau.A.
T. TRAUT-H-
PARTICIPA
By:
Name: Pedro G.=S"nandez
Title: City Manager
Participant Attestation:
The undersigned, a duly authorized officer or representative of Participant, does hereby certify that Participant has been
duly authorized to enter into and perform this Participation Agreement and that the person signing above on behalf of the
Participant, whose execution of this Participation Agreement was witnessed by the undersigned, is an officer, partner,
me nlla or other representative of Participant possessing authority to execute this Participation Agreement.
By:A.
Name: Priscilla A. Thompson
Title: City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
JULIE O. BRU
City Attorney
APPRO)/ID AS O NSURANCE REQUIREMENTS :
(
LEEANN BRE
Risk Management Administrator
COMMERCIAL CARD CIASSTC AGREEMENT
This Commercial Card Classic Agreement (the "Agreement") is entered into as of
2035 between Department of Off -Street Parking of the City of Miami d/b/a. Miami P l Authority, (tile
"Client"), and JPMorgan Chase Bzuk, HA. (the "Bank"), a national banking association. Commencing on the
date of this Agreement, the Bank and the Client hereby agree that the Bank will provide the Commercial Card
Classic Program, as hereinafter deleted, and the Client may participate in the Program subject to the terms and
conditions of -this Agreement.
- — — -I—Def l'nilians, Te ans_defined_in Th sin ular shall include the plural and vise verso as the context requires.
"Access Code" means the laser identification code and password assigned to individuals authorized by the
Client, for use in connection with the Program or the Syystent.
"Account" means the lvfasterCard account number assigned to a Cardholder andlor the Client, the related
any-Carci-bearing-suet coon( nwlLber.
"Account Credit Ltmit" mtos the upper Iirnit established for an extension of credit that the Bank may
aullwrize with respect to an Account.
"Agreement" means this Commercial Card Classic Agreement as it may be amended from time to time.
"Association" means MasterCard.
"Authorized User' means individuals authorized by the Client to access and use the Program and System.
"Business Day" means a day on which both the Bank and the Federal Reserve Banks are open for business.
" Card" means a MasterCard card that is issued by the Bank wi th respect to an Account.
"Card Request" means a written or electronic transmittal from the Client, requesting the. Bank to issue a
Card(s) or establish an.Aceount(s).
"Cardholder" means (i) an individual in whose name a Card is issued, and (11) any other employee, officer,
director, orperson authorized by the Client or named Cardholder to use a Card or Account.
"Cardholder Agreement" means an agreementbetween the Bank and a Cardholder, as amended from .time to
time, governing use of arc Account.
"Client Recount" means the account of the Client into Which the outstanding balances of all Accounts ere
aggregated and for which the Client is liable.
"Client Vendor" means a travel agent, travel agency or any other vendor of Client authorized by the Client to
charge Transactions to en Account.
"Corporate Liability" means the Client is liable for all Transactions on an Account and such liability shall be
as agreed to by the parties and reflected on the Bank's records and subject to this A.greernent.
"Credit Limit" means the upper limit established for an extension of credit that the Bank may authorize in
connection with this Program, under this Agreement.
"Credit Losses" means all amounts, including any related collection costs, due to the Hank in connection with
any Account that the Bank has written off as uncollectible, excluding Fraud Losses.
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"Cycle" means the monthly period ending on the same day each month, or, if that day is not a Business Day,
then the following Business Day or preceding Business Day, as systems may require or such other period as the
Bank may specify.
"Fraud Losses" means all amounts due to the Bank in connection with any Acoount that the Bank has written
off as uncollectible as a result of an Account being lost, stolen, misappropriated, improperly used or
compromised.
"international Transaction" means any Transaction that is made in a currency other than U.S. dollars or is
made -in U.-S, dollars outside of -the -United -States -of -America. --_ _ _ _ _
"Joint and Several Liability" means the Client and Cardholder are jointly and severally liable for all
Transactions on an Account and such liability shall be as agreed by the parties and reflected on the Bank's
records, subject to the Cardholder Agreement and this Agreement.
"MCC" means a M raha Category Cede as designated by MasterCard.
"Losses" means all Credit Losses and Fraud Losses.
"Marks" means the name, trade name, and all registered or unregistered service marks of the Client, the
Association and the Bank.
"MasterCard" means MasterCard International, Inc.
"Merchant" means any business that accepts MasterCard cards as payment for.goods and services.
"Program" means the commercial card system composed of Accounts, Card -use controls, and reports to
facilitate purchases of and payments for, business goods and services, established in connection with this
Agreement.
"Program, Administrator" means an individual authorized by the Client to perform various administrative and
security functions in connection with the Program and System.
"System" means the conduit through which the Client can access Account and Transaction data and reports,
"Transaction" means a purchase, a cash advance, charges or any other activity that results in a debit to an
Account.
2. Obligations of Ilse Bank. In connection with the Client's participation in the Program, the Bank shall:
A. Establish Accounts and where applicable issue Cards with such capabilities as may be elected by the
Client and agreed to by the Bank from time to time. Any Cards and any Cardholder statements will be delivered
to a U.S. address of the Client or Cardholder unless otherwise agreed. The Accounts are non -transferable and
non -assignable. The Cards shall remain the property of the Bank.
B. The Bank may investigate the identity of the Client and any proposed or existing Cardholder by
obtaining, verifying, and recording personal identifying information, and may if reasonably necessary obtain
such information from third parties.
C. Make available to the Client any corporate liability waiver coverage extended by the Association in
connection with suspected employee misuse of an Account.
D. In connection with individual billed Accounts, pursue collection efforts with Cardholders for Accounts.
with balances past due up to I20 days after the billing date.
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E. Insurance coverage has been obtained which meets the requirements as outlined below:
COMMERCIAL GENERAL LIABILITY
Limits of Liability
Bodily Injury and Property
Combined Single Limit
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Personal and Adv. Injury S1,000,000
——Products/Completed Operations__ $1,000,000
Endorsements Required
MPA and The City of Miami included as an Additional Insured
Employees included as insured
Contractual Liability
AUT7MOBICE BtJSINESS
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 4,000,000
Endorsements Required
MPA and The City of Miami included as an Additional Insured
WORKER'S COMPENSATION
Limits of Liability
Statutory -State of Florida
EMPLOYER'S LIABILITY
Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease; policy limit
0. Obligations of the Client. In connection with the Program, the Client shall:
A. Initially request 'a minimum often (10) Accounts in connection with the Program by submitting a Card
Request. From time to time the Client may submit to the Bank a Card Request form for additional cords, The
Card Request shall be in aform approved by the Bank, shall include all information required by the Bank, and
shall be accompanied by such evidence of authority for the Card Request as the Bank may require. All Card
Requests shalt be delivered to the Bank in a secure, encrypted, or password protected format, By submitting any
Card Request, the Client represents to the Bank that 'the information contained therein is consistent with the
Client's own records concerning the listed Cardholder or entity, The Client represents that the Cards and
Accounts to be issued and established under this Agreement are substitutes for accepted cards and accounts, or
will be sought and issued only in response to written requests dr applications for such Cards or Accounts
obtained by the Client from the prospective Cardholders in accordance with Section 226.12 (a) of Regulation Z
of the Federal Truth in Lending Act. The Client shell retain such applications (paper or electronic) for any
Account when such application is not provided to the Bank, for a period of twenty-five (25) months after the
application has been received and acted upon, The Client agrees to use reasonable security precautions to
safeguard Accounts in connection with their storage, use, and dissemination of Accounts.
B. Notify each Cardholder that the Accounts are to be used only for business purposes, for purchase
transactions, travel and entertainment, cash advances, and fleet and fuel transactions in each case that benefit the
Client either directly or indirectly.
C. Clearly disclose to each of its Cardholders the extent, if any, to which the Bank will provide
JPMorgan Chase Bank, N.A, Page 3 of 15
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Transaction and Account information to third parties.
D. Make commercially reasonable efforts to (i) maintain a process ensuring timely and accurate
reimbursement of all business purchase transactions to its Cardholders, (if) not exceed the Credit Limit or permit
Cardholders to exceed the Account Credit Limits, and (iii) collect and destroy any Cards it no longer requires in
connection with this Program,
E. In connection with Joint and Several Liability Programs, (i) provide the Cardholders with the
Commercial Card Cardholder Agreement attached, if applicable as Exhibit C, and (ii) make commercially
—reasonable-efforts-to ensure that Cardholders comply with the Cardholder Agreements.
F. Immediately notify the Bank of any Account for which the Client no longer has use.
G. Immediately notify the Bank by phone of any Account that the Client knows or suspects has been lost,
stolen, misappropriated, improperly used or compromised.
11. Comply with all requirements of any corporate liability waiver coverage. Any balance outstanding
associated with art Account for which a corporate liability waiver is requested shall become immediately due and
payable.
I. Notify the Bank of any Transaction the Client disputes within sixty (60) days of the last day of the
Cycle during which such Transaction is charged to the Client. The Client will use commercially reasonable
efforts to assist the Bank in attempting to obtain reimbursement from the Merchant, The Bank will use
commercially reasonable efforts to assist the Client in attempting to obtain reimbursement from the Iv,Iorohant;
provided, however, the Client understands that no ehargebaoks wilt be granted for Transactions resulting' from
Account usage where a Cardholder's name is not embossed on a Card or where there is no Card associated with
such Account. The Client or Cardholder shall not be. relieved of liability for any disputed Transaction if the
chargeback is rejected. The .Bank shall not be liable for any Transaction where notice of the disputed Transaction
is received from the Client more than sixty (60) days after the last day of the Cycle during which such
Transaction is charged to the Client.. The Client shall not make a claim against the Bank or refuse to pay any
amount because the Client or the person using the Card may have a dispute with any Merchant as to the goods or
services purchased from such Merchant which has honored the Card for that purchase.
4. Liabilities of the Client.
A. Regardless of any established Credit Limits or Account Credit Limits, the Client agrees to pay and
perform when due all efts obligations, including without limitation:
i) • The Client shall make payment monthly for all transactions posted to a Corporate Account as reflected
on a periodic invoice during a cycle within twenty-five days of the cycle date or if such day is a Saturday,
Sunday or a Bank holiday, the payment shall be due on either the previous or the next Business Day as
specified an the periodic statement (the "Payment Date"). If all or any portion of a payment owed by the
Client is not received by the Bank by the Payment Date, then the amounts outstanding shall bear interest,
from the first day after the Payment Date to the date on which the Bank receives such payment in full, at the
Finance Charge Rate listed in Schedule B. Such interest shall be calculated on the average daily outstanding
balance for each day during such period and on the basis of a 360-day year.
ii) With respect to Joint and Several Liability Accounts, the Client shall pay to the Bank, within ten days
of written notice, all amounts owing and payable under or in connection with each such Account not paid by
a Cardholder within 120 days of the first billing.
13. The Client shall immediately notify the Bank by phone of any Account that the Client knows or
suspects has been lost, stolen, misappropriated, improperly used or compromised. The Client will be liable for
all Transactiona made on an Account,prior to notification of such lost, stolen, misappropriated, improperly used
or compromised Account. The Client will further be liable For Transactions after such notification has occurred
if such Transactions result in a direct or indirect benefit to the Client or any Cardholder.
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C. The Client's obligations shall be enforceable regardless of the validity or enforceability of a
Cardholder's obligations, The Client waives any defenses based upon any
i) exercise, delay or waiver of any right, power, or remedy under any Cardholder Agreement,
ii) bankruptcy or similar proceedings, or any discharge, affecting a Cardholder, the Client, or others,
Ili) modification of any Cardholder Agreement,
`iv) —settlement with or -release of any -Cardholder, -and/or_ _ _ _
v) action, inaction, or circumstance (with or without the Client's notice, knowledge, or consent) that 'varies
the Client's risks or might otherwise legally or equitably constitute discharge of a surety or guarantor,
D. Payments under this Agreement shall be made in U.S. dollars drawn on a U.S, bank or a U.S. branch of
a foreign bank.
B. If the Client allows a Client Vendor to charge Transactions to an Account, the Client is solely
responsible for instructing such Client Vendor in the handling and processing of Transactions, Client Vendors
are for all purposes agents only of the Client and not of the Bank. No fee shall be payable by the Bank to any
Client Vendor for performing any services.
The Bank may require the Client to deliver to the Bank authorization information for each Client Vendor
including, .but not limited to (a) the name and address of each authorized individual of the Client Vendor, and (b)
such other information in such format as the Bank may in its sole. discretion require.
The Client shall immediately notify the Bank upon revoking a Client Vendor's authority. Notwithstanding
anything to the contrary in this Agreement, the Client shall be liable for ail amounts owing and payable under or
in connection with each such Account and this Agreement.
5. Liabilities of the Cardholder. In connection with any Joint and Several Account, the Cardholder shall be
liable for all amounts owing and payable under or in connection with such Account, as provided in the
Cardholder Agreement and this Agreement,
6. Credit.
A. The Bank, at its sole discretion, may authorize extensions of credit with respect to (i) each Account up
to the Account Credit Limit, and (ii) all Accounts up to the .Credit Limit. The Bank is entitled but not obligated
to decline authorization of any Transaction that would result in any Credit Limit or Account Credit Limit being
exceeded. Notwithstanding the foregoing, if the Client and/or the Cardholder exceed the Credit Limit and/or the
Account Credit Limit, the. Client and/or Cardholder shall pay all amounts exceeding the Credit Limit and/or
Account Credit Limit as applicable.
B. The Client shall provide the Bank with copies of its consolidated audited financial statements, including
its annual income statement and balance sheet, prepared in accordance with GAAP, as soon as available and no
later than 180 days after the end of each fiscal year. The Client shall provide such other current financial
information as the Bank may request from time to time. If applicable, the Client will notify the Bank within five
Business Days of any change in the Client's, bond rating, The Bank shall be entitled to receive, and to rely upon,
financial statements provided by the Client to Bank affiliates, whether for purposes of this Agreement or for
other purposes.
C, The Bank at any time may cancel or suspend the right of Cardholders to use any Account ar Accounts,
or decline to establish any Account. The Bank may, at any time, increase or decrease any Account Credit Limit
or the Credit Limit, modify the paytnent terms, or require the provision of -collateral or additional collateral.
D, The Bank may from time to time require MCC authorization restrictions in connection with the
Program.
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E. Notwithstanding the foregoing, the Bank shall not be obligated to extend credit or provide any Account
to the Client or any Cardholder in violation of any limitation or prohibition imposed by applicable law.
7. Program and System Access,
A, The Bank may provide the Client with password -protected daily access to Account and Transaction
data, reports, and account maintenance functions through use of an Access Code. The Bank shall assign an initial
Access Code to the Program Administrator, The Program Administrator shall create and disseminate Access
— Codes to -Authorized -Users, Such -access -shall _be provided in accordance_wi.th such manuals, training materials, _
and other information as the Bank shall provide from time to time.
B. The Client agrees to be bound by and follow the commercially reasonable security procedures, terms
and conditions that the Bank may communicate from time to time upon notice to the Client.
C7-7h�Client shall safeguard all Access Codes and -be responsible for all use of Access Codes issued by
the Program Administrator. The Client agrees that any access, 'Transaction, or business conducted using an
Access Code may be presumed by the Bank to have been in the Client's name for the Client's benefit. Any
unauthorized use of an Access Cade (except for unauthorized use by a Bank employee) shall be solely the
responsibility of the Client.
D. The Bank is authorized to rely upon any oral or written instruction that designates an Authorized User
until the authority of any such Authorized User is changed by the Client by oral or written instruction to the
Bank, and the Bank has reasonable opportunity to act oo such instruction. Each Authorized User, subject to
written limitation received and accepted by the Bank, is authorized on behalf of the Client to: open and close
Accounts, designate Cardholders, appoint and remove Authorized Users, execute or otherwise agree to any form
of agreement relating to the Program, including, without limitation, materials related to security procedures; and
give instructions, by means other than a written signature, with respect to any Account opening or closure,
designation of Cardholders, or appointtnent of Authorized Users, and any other matters in connection with the
operation of the Pmgram or the System,
E. In connection with use of the System, the Client may instruct the Bank to famish specific Transaction
data to third parties that provide reporting products or services to the Client, The Bank will transmit the
Transaction data, without representation or warranty to such third parties identified in such instructions.
8. Representations and Warranties. Each party represents and warrants that this Agreement constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, and that execution and performance of this
Agreement (i) do not breach any agreement of such party with any third party, (ii) do not violate any law, rule,
or regulation, or any duty arising in law or equity applicable to it, (iii) are within its organizational powers, and
(iv) have been authorized by all necessary organizational action of such party.
9. Fees and Chdrges, The Client agrees to pay the fees and charges as specified by the Bank, from time to time.
The fees initially applicable are specified in Exhibit B attached hereto. The Bank may change the fees and
charges payable by the Client on a prospective basis at any time provided the Bank notifies the Client at least
thirty (30) days prior to the effective date of the change. Should there be a need to perform services other than
those specified in Exhibit B, the Client agrees to pay the fees and charges associated with any such service.
10. Termination. This Agreement shall have an initial term of three (3) years from the date first written above
unless otherwise terminated pursuant to the provisions of this paragraph. Thereafter, this Agreement shall be
renewed for two (2) one-year terms upon the anniversary of the effective date. This Agreement may be
terminated by the Bank at arty time for any reason and the Bank may refuse to allow further Transactions or
revoke any of the Accounts at any time and for any reason. The Client also may terminate this Agre.ement•and/or
cancel any or the Accounts et any time and for any reason. The Client shall immediately pay all amounts owing
under this Agreement, without set-off or deduction, and destroy all physical Cards furnished to Cardholders,
The Bank will assign the Client all its rights concerning such amounts paid. In the event collection is initiated by
the Bank, the Client shall be liable for payments of reasonable attorneys' fees, including but not limited to
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reasonable in-house counsel fees incurred by the Bank. Sections 2.B, 3.D, 3.G, 3.H. 3.1, 4, 5, 6.A, 7, 9, 10, 11,
12, 13,15, 16.A,16.C,16.F,16,G,16,H, 16,1, 16,1.,, and 16N shall survive the termination of this Agreement.
11..Defaatl. As used herein, "Default" inoludes (i) the Client failing to remit any payment to the Bank as
required by this Agreement; (ii) either party Filing or suffering a petition as debtor in any bankruptcy,
receivership, reorganization, liquidation, dissolution, insolvency, or other similar proceedings, or making any
assignment for the benefit of creditors; (iii) default by the Client under any material debt owed to any Bank
related entity; (iv) any material adverse change in the business, operations or financial condition of the Client.
L2, Remedies and Damages. _Upon the_everit of a Default, either party may terminate this Agreement or the
Bank may, at its sole option, suspend its services or obligations. In the rvenf of term nation, Bank -reserves the -
right to declare all obligations of the Client hereunder immediately due and payable, Except for remedies
expressly provided herein, termination will be a party's sole remedy for breach of' this Agreement, In no event
shall termination or expiration release or discharge the Client from its obligation to pay all amounts payable
under this Agreement,
13, Limitation of Liability and Indemnification. The Bank will be liable only for direct damages if it fails to
exercise ordinary care. The Bank shall be deemed to have exercised ordinary care if its action or failure to act is
in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking
industry, The Bank shall not be liable for any special, indirect or consequential damages, even if it has been
advised of the possibility of these damages, Subject to applicable law, the Client will indemnify the Bank for all
claims, costs, demands, expenses, liabilities and losses, including' reasonable legal fees and expenses, arising
from any claim of a third party relating to any action taken or not taken by the Bank pursuant to this Agreement,
unless the action or non -action constitutes the lack of ordinary care or willful misconduct by the Bank; or the
breach of any provision of this Agreement, This provision shall survive termination of this A,greetnenl as to
matters that occurred during its term.
14. Notices, All notices and other communication required or permitted to be given under this Agreement shall
be in writing except as otherwise provided herein and shall be effective on the date on which such notice is
actually received by the party to which addressed, All notices shalt be sent to the address set forth below or such
other address as specified in a written form from one party to the other..
To the Bank:
To the Client:
JPMorgan:Chase Bank, N.A.
300 South Riverside Plaza, Suite IL1-0199
Chicago, Illinois 60670-0199
Attn: Commercial Card Contracts Manager
Department of Off Street Parking of the City of -Miami dilbla Miami Parking
Authority
190 North East Third Street
Miami, Florida 33132
Attn: Claudia Saintanne
15, Col jidentiatity, Except as expressly provided in this Agreement, and as required by law, all information
furnished by either party in connection with this Agreement, the Program, or Transactions thereunder shall be
kept confidential and used by the other party only in such connection, except to the extent such information (a) is
already lawfully known When received, (b) thereafter becomes lawfully obtainable from' other sources, (c) is
required to be disclosed to, or in any document filed with the Securities and Exchange Commission, banking
regulator, or any other governmental agencies, or (d) is required by law to be disclosed and notice of such
disclosure is given (when legally permissible) by the disclosing party. Notice under (d), when practicable, shall
be given sufficiently in advance of the disclosure to permit the other party to take legal action to prevent
disclosure. Bach party shall advise all employees, consultants, agents, and other representatives (collectively,
"Representatives) who will have access to confidential information about these obligations. A party shall
disclose confidential information only to its Representatives involved in this Agreement, the Program, or the
Transactions. Upon termination of this Agreement, each, party shall, at its option, return, destroy or render
unusable, and discontinue use of all copies of the other party's Confidential Information upon request or the
JPMorgan Chase Bank, N.A. Page 7 of 1.5
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other party. The party receiving such request may, because of system requirements or as may be required by its
own record keeping requirements, retain any of the other party's Confidential Information, provided, however,
its obligation of confidential treatment shall remain in place. If requested in writing, such party shall certify its
compliance with the foregoing provisions. The Bank may exchange Client and Cardholder confidential
information with affiliates. The Bank may also disclose confidential information to service providers in
connection with their supporting the Bank's provision of Program services. Such providers shall be obligated to
keep that information confidential under the same terms and conditions as set forth above obligating the Bank,
The Bank may exchange credit or other information concerning the Client or Cardholders with credit reporting
agencies and Merchants (and, in the case of Cardholder information, with .the Client), including but not limited
— to information -concerning Transactions,. payment history, reimbursements, and employment status and location,
The Bank may in its sole discretion make an adverse report to credit reporting agencies if a Cardheilder fails'€o —
pay or is delinquent in paying an Account.
The restrictions on use in this Section 15 shall not apply to information or data in aggregated and/or anonymized
form, and shall not prohibit the use by Bank of any statistical, aggregate information that is not identified with
the Client or Merohanr-for creation of statistical marketing studies for research, product development and
promotion or strategic planning.
16. Miscellaneous
A, Except as otherwise provided herein, neither party shall use the name or logo of the other party without
its written consent. If the Client elects to have its Marks embossed on the Cards or provide them to the Bank for
other uses, the Client hereby grants the Bank 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,
B, IF any provision in this Agreement is held to be inoperative, unenforceable, or invalid, such provision
shall be inoperative, unenforceable, or invalid without affecting the remaining provisions, and to this end the
provisions.of this Agreement are declared to be severable. Failure of either party to exercise any of its rights in a
particular instance shall not be construed as a waiver of those rights or any other rights for any purpose.
C. Nothing in this Agreement shall constitute or create a partnership, joint venture, agency, or other
relationship between the. Bank and the Client. To the extent 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.
D. In the regular course of business, the Bank may monitor, record and retain telephone conversations
made or initiated to or by the Bank, from or to the Client or Cardholders.
E. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Client
and the Bank and their respective successors and assigns, This Agreement, or any of the rights or obligations
hereunder, may not be assigned by the Client without the prior written consent of the Bank, In no event shall the
Client be relieved of liability to the Bank arising hereunder unless and until a purchaser, transferee, assignee, or
other successor in interest to the Client's business shall' expressly assume such liability in writing and the Bank
accepts such assumption of liability in writing, which acceptance by the Bank shall be solely within the Bank's
discretion,
F. The Bank shall not be held responsible for any act, failure, event, or circumstance addressed herein if
such act, failure, event, or circumstance is caused by conditions beyond its reasonable control.
G. This Agreement embodies the entire agreement and understanding between the Client and the Bank and
supersedes all prior agreements and understandings between the Client and the Bank relating to the subject
matter hereoff, All representations and warranties of the Client contained in this Agreement shall survive the
execution of this Agreement and consummation of the transactions contemplated hereunder.
H. This Agreement may be amended or waived only by notice to the Client in writing from the Bank. All
remedies contained in this Agreement or by law afforded shall be cumulative and all shall be available to the
parties hereto,
JPMorgan Chase Bank, N.A.
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Page 5 of 15
1. Any taxes (excluding federal and state income taxes on the overall net income of the Bank) or other
similar assessments or charges payable or ruled payable by any governmental authority in respect of the
Agreement or the Transactions contemplated hereunder shall be paid by the Client together with interest and
penalties, if any,
J. To the extent that the Client would have or be able to claim sovereign immunity in any action, claim
suit or proceeding brought by the Bank, the Client irrevocably waives and agrees not to claim such immunity
with respect to the enforcement of any provision or against any cause of action arising directly from the
-contractual duties and obligations of this Agreement. Nothing in this provision should be construed to mean that
the Client can not plead or enforce any legal defenses or limitations of damages that it may otherwise have either.__
under this Agreement or by law.
K. To the best of its knowledge, Bank represents and warrants to Client that Bank does not and will not
engage in discriminatory practices and that there shall be no discrimination in connection with Bank's
performance under this Agreement on account of race, color, sex, reltgion, age, handicap, marital status or
national origin. Bank further covenants that no otherwise qualified individual shall, solely by reason of hislhee
race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this Agreement.
B. Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of
interest, Bank hereby certifies to Client that, to the best of Bank's knowledge, no individual member of Bank, no
employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is
also a member of any board, commission, or agency of Client. Bank hereby represents and warrants to the MPA
that throughout the term of this Agreement, Bank, its employees and its subcontractors will abide by this
prohibition of the City Code,
!VI, Bank agrees to provide access to Client or to any of its duly authorized representatives, to any books,
documents, papers, and records of Bank which are directly pertinent to this Agreement, for the purpose of audit,
examination, excerpts, and transcripts. Client mayeat reasonable times, and for a period of up to three (3) years
following the date of final payment by Client to Bank under this Agreement, audit, or cause to be audited,
inspect or cause to be inspected, those books and records of Bank which are related to Bank's performance under
this Agreement, Bank agrees to maintain all such books and records at its principal place of business for a period
of three (3) years after final payment is made under this Agreement and all other pending matters are closed.
Bank's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of
this Agreement by Client. On an ongoing basis, Bank will make available to Client, Bank's most recent
Statement of Financial Condition on Bank's website which includes Bank's audit reports related thereto,
N. Bank understands that the public shall have access, at all reasonable times, to all documents and
information pertaining to Client's contracts, subject to the provisions of Chapter 119, Florida Statutes, and
agrees to allow access by Client and the public to all documents subject to disclosure under applicable law..
Provider's failure or refusal to comply with the provisions of this section shall result in the immediate
cancellation of this Agreement by Client.
O. Bank shall, at all times during the term hereof, maintain such insurance coverage as may be required by
Client for the term of this Agreement and any extensions hereof. The Insurance Requirements for the three-year
term of this Agreement are set forth in Section 2,E. hereto. Bank understands that such Insurance Requirements
will be reviewed and may be revised by Client if this Agreement is extended, All such insuranoe, including
renewals and types of coverage, shall be subject to the approval of the City of Miami (the "City") for adequacy
of protection and evidence of such coverage shall be furnished to the Client and the City on Certificates of
Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified,
or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior
written notice to the Client. Completed Certificates of Insurance shall be filed with the Client prior to the
performance of Services hereunder, provided, however, that Bank shall at any time upon request file duplicate
copies of the policies of such insuranee with the Client.
JPMorgcn Mac Dank, N.A.,
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Page 9or15
If, in the judgment of the Client and/or the City, prevailing conditions warrant the provision by Bank of
additional liability insurance coverage or coverage which is different in kind, Client reserves the right to require
the provision by Bank of an amount of coverage different from the amounts or kind previously required and shall
afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements
shall take effect. Should the Bank fail or refuse to satisfy the requirement of changed coverage within thirty (30)
days following Client's written notice, this Agreement shall be considered terminated on the date that the
required change in policy coverage would otherwise take effect
P. Section headings in this Agreement are for convenience of .reference only, and shall not govern the
interpretation of any of the -provisions of the Agreement._The_words 'hereof', ".herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this Agreement , as. a whole and not to —any —
particular provision of this Agreement,
Q, International Transactions and Fees. If an International Transaction is rnade in a currency other than
T.T.S. dollars, the Association will convert the Transaction into U.S. dollars using its respective currency
conversion procedures. The exchange rate the Association uses to convert currency is a rate that it selects either
from the range of rates available hi the wholesale currency markets for the applieabl e processing date (which rate
may vary from the rate the respective entity itself receives), or the government -mandated rate in effect on the
applicable processing date, The rate in effect on the applicable processing date may differ from the rate on the
date when the International Transaction occurred or when the Account was used; The Bank reserves the right to
charge an International Transaction Fee, as specified in Exhibit B. The International Transaction Fee will be
calculated on the U.S. dollar amount provided to the Bank by the Association. The same process and charges
may apply if any International Transaction is reversed,
R. This Agreement may be signed in one or more counterparts, each of which shall be an original, with the
same effect as ifthe signatures were upon the same Agreement. This Agreement shall become effective as of the
date first appearing above when each of the parties hereto shall have signed a counterpart hereof,
S. THIS AGREEMENT SHALL B13 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. CLIENT HEREBY
WAIVES ANY RIGHT TO PERSONAL SERVICE OF ANY PROCESS IN CONNECTION WITH ANY
ACTION, AND HEREBY AGREES THAT SERVICE MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO THE CLIENT AS SPECIFIED IN SECTION I4, THE PARTIES HEREBY WAIVE
ANY RIGHT TO A TRIAL BY JURY.
JPMORGANCHASE BANK, N.A.
By
Name
Title
CL RE T. TRAUTH
viCE PRESIDENT
JPMorgan Chssc Bank, N.A. Pap 10 of 15
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DEPARTMENT OF OFF-STREET PARKING
OF THE CITY OMIAMI DJWA MIAMI.
PARKING AUT G r T
By
Name
Tide
Client Attestation:
The undersigned, a duly authorized officer or representative of the Client, does hereby certify that the. Client lias
been duly authorized to enter into and perform this Agreement and that the person signing above on behalf of the
Client, whose execution of this Agreement was witnessed by the undersigned, is an officer, partner, member or
other representative of the Client possessing authority to execute this Agreement.
By:
Name:
Title:
Cc' Ci
"`Note: The person signing the.attestation shall be sotheone different from the person signing above on behalf of
the Client.
WITH i SSES:
DEP R TMENT OF OFF-ST»EET PARKING OF THE CITY OF MIAMI D/B/A MIAMI PARKING
AU ORIT'Y
Print Name: L 1,"
Date, '`.7
Print Name:
Date:
CAD
APPROVED AS TO FORM AND
CORRECTNESS
DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI D/B/A MIAMI PARKING
AUTHORITY
City Aherne , n•-�'
Date, "7 /2mb
APPROVED AS TO INSURANCE
REQUI • tit ENTS:
A T F-S PARKING OF THE CITY OF MIAMI D/B/A MIAMI. PARKING
A
Risk Manrtzeator
Date: I�
JPMocgan Chase Bank, N.A.
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Page Il o115
EXHIBIT A
MA,STERCOVERA.GEO LIAHILITY PROTECTION PROGRAM GUIDE
(separate document sent electronically)
JPMorgun Chase Bank, N.A.
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Pogo 12 of 15
EXHIBIT B
TO COMMERCIAL CARD CLASSIC AGREEMENT
DEPARTMENT OF OFF-STREET PARKING) OF THE CITY OF MIAMI D/B/A MIAMI PARKING AUTHORITY
INCENTIVES & FEES
DEFINITIONS
"Average Annual Spend per Card" means the result of annual Charge Volume divided by the average number of
-open_Account&,-The aves ge number of open Accounts is calculated as the number of Accounts open at each
month end, averaged over a calendar year, — —
"Average Transaction Size" means Charge Volume divided by the total number of transactions included in the
calculation of Charge 'Volume for any given period.
"Charge Volume" means totatT S-dol ar c targes made on .an Account, net of returns, and excluding cash
advances, fraudulent charges and any transactions that do not qualify for interchange under applicable
Association rules,
"Credit Losses" means all amounts due to Bank in connection with any Account that. Bank has written off as
uncollectible, excluding Fraud Losses.
"Fraud Losses" means all amounts due to Bank in connection with any Account that Bank has written off as
uncollectlble as a result of a card being lost, stolen, misappropriated, improperly used or compromised.
"Losses" means all Credit Losses and Fraud Losses,
"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 Xis 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 that full payment .
of the cycle end balance is posted by the Bank.
JPMorgan Chase Bank, N.A.
V 09202005 clnsaia
Peke 130115
REBATES
Volume Rebate
Bank will pay the Client e rebate based on the annual Charge Volume achieved according to the following
schedule. The rebate will be calculated as the Rebate Rate times the annual Charge Volume.
Annual
Charge .
Volume
Rebate
Rate
(%)
- $1,000,000
- _ 0.82% —
$2,000,000
0.85%
$3,000,000 .
0.93%
$4,000,000
0.99%
$5,000,000
1,00%
$6,000,000
1.01 %
$7,000,000
1.02%
$8,000,000
1,03%
$9,000,040
1.04%
$10,000,000
1.05%
$12,500,000
1,06%
$15,000,000
1.07%
$17,500,000
1.08%
$20,000,000
1.09%
Individual Bill and Individual Pay Rebate Adrnstment
For travel Charge Volume that is individually billed or individually paid, subtract 0.05%.
Speed of Pavment Escalator
If the Client elects billing and payment terms of 30/7 instead of 30/14, then 0.07% will be added at each tier
level in the above rebate schedule.
General Rebate Terms
Rebates will be calculated annually in arrears. Rebate amounts are subject to reduction by all Losses, subject to
Section 4B of the Agreement. If Losses exceed the rebate earned for any calendar year, Bank will invoice the
Client for the amount in excess of the rebate, which amount shall be payable within 14 days. Upon termination
of the Program, the Losses for the six-month period immediately preceding the termination will be deemed to be
equal to the Josses for the prior six-month period. In no event shall the Bank pay the Client a rebate for the year
in which this Agreement is terminated.
Rebate payments will be made in the first quarter for the previous calendar year via Automated Clearing House
("ACII") credit to an account designated by the Client:
To qualify for any rebate payment, all of the following conditions apply.
a, Settlement of any centrally billeh aoeourit(s) must be by check or by client initiated ACH or wire,
b, Payments must be received by Bank in accordance with the Settlement Terms. Delinquent payments
shall be subject to a Finance Charge as specified below. Settlement Terms are 30 & 14.
c. The Average Transaction Size must be greater than $100 for the calendar year.
d. The Average Annual Spend per Card must be at least $10,000 for the calendar year.
e. The Client is not in Default under the Agreement.
JPMorgan Chase Bank, N.A.. Page 14 of IS
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FEES
Annual Card Fees*
*(.Assessed in January based on prior year spend; 10-card minimum required)
Less than. $500,000 annual Charge Volume
Greater than or equal to 1500,000 annual Charge Volume
Incidental Fees
Plastic Design (assessed per order)
Standard •
Graphix Card Design_(.satxarldards_o[nrr
Additional Logos
*(Available only for programs with 20 or more cards)
Waived
No charge
No Charge
<)rlehot stamp logo No Charge
$350 per side per proof
Copy Retrieval Fee (applies only to non -disputed items) $8,00 per receipt
FAST Card (24-hour card replacement) $20 per card
Cash Advance 2% ($3,00 minimum)
Finance Charge Rate (applies only to past due accounts) Prime Rate+ 2%
International Transaction Fee: up to 1% of the transaction amount
Reporting Fees
Smart Data OnLine—Monthly Subscription Fee Waived
Cardholder Fees(Applies to individual billing only)
Late Payment Fee $15 per Card per past due payment by Cardmember
Returned Check Fee $15 per Cardmember check returned
Finance .Charge Rate (applies only to past due accounts) Prime Rate + 6.4%
Data File Fees (T&E Expense System or ERP System)
Set Up Fee
Monthly Fee
Other
$300 per program
$50 per program per month
Should Client request services not in this schedule, Client agrees to pay the fee associated with such service.
1PMorgan Cbusc Bonk, N.A. Pogo 15 of 15
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CERTIFICATE OF
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
I, Eva Loeffler, DO FIEREBY CERTIFY that I aixi a duly elected and qualified Assistant
Secretary of JPMorgan Chase Bank, National Association, a national banking association duly •
organized and existing under the laws of the United States of America (the "Bank") and that set forth
below is a true and correct copy of resolutions duly adopted by the directors of the Bank pursuant to a
unanimous written consent dated January 17, 2007. I further certify that said resolutions, at the date
hereof,are_still in full force and effect.
RESOLVED that loan agreements, contracts, indentures, mortgages, deeds, releases,
conveyances, assignments, transfers, certificates, certifications, declarations, leases, discharges,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees,
tiroxies _z q isitiOns_arm nds, apronfs_o_debl,—claims,arecor;ds,_iotes_si;gni,Eying—indebtedness of
JPMorgan Chase Bank, N.A. (the "Bank"), and any other contracts, instruments or documents in
connection with the conduct of the business of the Bank, whether or not specified in the resolutions of
the Bank's Board of Directors (the "Board") may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Bank by the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, a Vice C1iairn nn of the Board, a Vice Chairman,
any member of the Operating Committee or Executive Conunittee, any Executive Vice President, the
Chief Financial Officer, the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any
Senior Vice President, any Managing Director, any Vice President, or any other officer who the
Secretary or any Assistant Secretary certifies as having a functional title or official status which is
equivalent to any of the foregoing, and the seal of the Bank may be affixed to any thereof and attested
by the Secretary, any Vice President or any Assistant Secretary; provided, however, that any
guarantees, comfort letters or other letters of support issued by the Bank in respect of obligations of
any of the Bank's affiliates or subsidiaries ("Support Documents") may be executed only where
consistent with such resolutions of the Board dated the date hereof, as may be amended, relating to the
provision of Bank guarantees and other support issued by the Bank in respect of obligations of its
subsidiaries and affiliates;
RESOLVED that powers of attorney may be executed on behalf of the Bank by the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, a Vice
Chairman of the Board, a Vice Chairman, any member of the Operating Committee or Executive
Committee, any Executive Vice President, the Chief Financial Officer, the Treasurer, the Controller,
the Chief Risk Officer, the Secretary, any Senior Vice President, and by any Managing Director
having a rank equivalent to Senior Vice President; provided, however, that such powers of attorney
may not provide authority for signing Support Documents except as where consistent with such
resolutions of the Board dated the date hereof, as may be amended, relating to the provision of Bank
guarantees and other support issued by the Bank in respect of obligations of its subsidiaries and
affiliates.
I FURTHER CERTIFY that CLARE T. TRAUTI-T is Vice President of JPMorgan Chase
Bank, National Association and is empowered to act in conformity with the above resolutions.
WITNESS my hand and the seal of JPMorgan Chase Bank, National Association as of this 26Ib
day of June, 2008..
4Inr~�4.�
Eva Loeffler
Assistant Secretary
(Corporate Seal)
THIRD AMENDMENT TO
COMMERCIAL CARD 'CLASSIC AGREEMENT 1 JP:MORGAN CHASE BANK, NA.
'THIS THIRD AWE. NDWNT (the 9Amendrnent7).to Commercial Card Classic Agreement (the 'Agreement') dated .as ofJuly 19,.2003 between
JP.Morgan Chase Bank, N.A. (the Santa :and Department of Off,Btreet.PaOting of the CltY of MiaMI dfbialliliami Parking Authority Vile
"Clienr) is madeas of •(the "Effeetive Data!).
The Bank and the Client agree to amend the Agreement atfellows:
1, 'Definitions. Capitalized 'tent used In this Arnendrherit and defined in 'the .Agreement shall be .used herein as so defined, 'except as
etherwlas provided herein,
2, Amendment, The parties mutually agree to tha:extenslort term of the Agreement as follows,:
nThe Agreement:shall be extended until July.8, 2013 uniesS one party terminates as proVided. for triBection 1.0 of the Agreement'
'3. Amendment, Exhibit :B 'Incentives end Feet' Of the Agreemeritts hereby. deleted in itsentirety and replaced to full' yin a new 'ExhibltB
inCentivesand fees' as attached hereto.
Atnendment. The Agreement is. hereby 'Modified to incorporate the terms and provisions. of ,e new ''ExhibitlY entitled ISIngle Use
Accounts Add e ndu os ttached. hereto,:
5. 0:mM-ft:lea:area. 'Exceprto-theaxtent amend.adhereby, ell terrnsi.provisions enoloonolitions of the Agreement, ttmay have been
.:amencled from time to tinte,,t hall continuein hill 'fetes and effect end the Agreement shail remain enforceable and binding in accordance
withita terms..
'6. Piggyback Provielon. At the -sate discretion of the Bank, .cornmereiti card sett/leas .underthis Areenrmayhe eXtentled-to other
Florida public .entities as may be-deternifned fromtime to time. Bank an(h tha.Cilentagree. that Client is not 'responsible for attesting or
assuring :the .compliance of any such 'entity With the piggyback previsions contained 148eCtion-18-111 of the City'OfMlamt Olty•Code or
any other applicable law but. eachatich ,other 'entity thall.baresportSible for sueh compliance.
Each e-ntity'allowed by the Bankto obtain nornmercial.carciss:ervicesrunder this Agreement.thall .do -so independent -of any •ather entity
Bath eritityahalf:be: responSible_onlyfor transactions:and fat -fees, scharges,and 'other amounts . -due under the Agreement related to the
use Of commercial card servidesforthat entity.
7. Counterparts. This Amendment may be executed in any nurriber Of counterparts, Cil Of which when taken togethershall constititte one
and the same document, end each party hereto may execute this Amendment by signing arty of such.eounterparts,
IN WITNESBINHEREOP, the Bank and the Client have caused this Amendment to be 'executed by their respeotive authorized officers as of
the effeotive'dateWritten above,
JPNIORGAN CHASE BANK, N.
Name:
Title
•
Client Attestation:
DEPARTIVIENTOP OFF-STRET PARKING OFTHE CITY
°FRI:Alt/II 'DIM MIAMI pARkING AUTHORTri
Name:
Title:
rw
11/..
Thounciertigned, a duly:authorized officer' or representative of the Client, does 'hereby certify that the Client as been duly authorized to enter
Site and perform this Amendment and that the person 'signing above on behalf bf the Client, Whose execution .ef this Amendment was
witnessed 13y -the: undersigned, .is an officer,. partner; member or other:representative .of the :Client possessing authority to execute this
Amendment
*
By:
Name
Title;
Page 1 of 10-
*Note: The persongning the attestation -shall basorneone different from the person signing above on behalf Of the Client,
EXHIBIT B
INCENTIVES AND F ES
DEFINITIONS
'Association" means altherMasterGard or Visa
"Average means the number of between 'the transaction posting dateand thaposting :date cif payment in MI, averaged overthe
rebatacalculation period.
Average Lamle Ileket Transaction -Size means Large Ticket Transaction Volume -diVided by the number oftransactions included in the
.calculation df Large TiCket Trans:action Volume.
Average Traneaction ;Size" means Charge:Volume idivided by the total number of transactions included:4n thacalcuiation of Charge Volume
.forany given period.
i0harue Volurn 6"-ineenalotat .U.S. :dollar Chargesmade. on- a .Bank: Commercial Card, net:of returna, and excluding lergaTicket Transactions;
cash :advances, 'convenience checkeitiotirits.„ fraudulent -charges- and anytransactions that do. not qualify or interchange' under applicable
Association f.Ules.
"Combined Charge Voltrrne meanaChatge Volume and Single Use Charge Volume.
'Credit Lose" -Means all 'amounts- clue to Bank in. connection with any.Account that Bank has written off Freud
Losses.
"Fraud Lossee:means ail:amounts -due to Bank in:connection with any Accountthei Bank has written offas uncoilectible es a result ofa card
being lost,atolen, misapproptiated,Amproperly used or compromised,
"Large TicketTtansattiorr Means a transactiontransacticnjhat the Associations have. dele rmined is eligible fore Large: Ticket Rate.
l'Large Ticket Transaction Volume"- means tdtal US. dcilarLarge TiCket Transactions made on a Bank.Cottimerdal Card, net of retUrnsand
excluding cash .advances, convenience Check amounts, 'fraudulent charges and any transactions that do not qualify fer interchange under
applicable Assodiation rules.
"Losses" means:all OreditLosses and Fraud Losses,
"Florida Public Consortium " means Miami Parking Authority and ether Florida pUblioantities aligibleto partldtpate in the Program that have.
been.appreved by the; Bank for,participation.
Particioant" means Miami Parking Authority and other Florida public :entity approved by the Dank to participate: under the 'Commerelal Card
Purchasing and :Single 'Use Account programs provided to the Client tinder this Agreement and Which have :executed a :PartICip:ation
Agreement in -such -form as shciwnas EXhibit 0-to this:Agreement or as provided bythaBank-froMtimato time.
"Settlement Terme Means' the.-cornbination .of -the number of calendar daysAn a biliing-cycle and the numberof calendar days following the
end of a billing cyclatO the date the IS due. Settlement Terms. are expressed:as X & Y, where -.).< Is the number of calendar days in.
thabilling cycle and Yis the number Of calendar days following the, end 'Of a billing cycle tothe date thapayment -is due.
"Sin'cle. Use Charge Volume" Means :total .U.S. iciellarcharges made on a Virtual Single Use.Accoutt used in connection with the Single'Llse
Systeni, net of returns and excluding Large Ticket Transactions, cash advances, fraudulent charges and 'any transactions that do not qualify
for interchangeunder applicable Association riflea,
"Virtual Single UseAccount" means aDertkiess Account:used in connection With a &Oa -unique transaction.
PaqaT10
REBATES'
Volume Rebate Purchasing.and Simile Use Account
Bank will pay the Participant --a 'rebate based .on the. annual Participant's Combined Charge. Volume :achieved •a.ccordIng to the fallowing
•s-Cltedule. The rebatewill be calculated as:the Rebate Ratotimet the Pallid!pant's:annual Combined -Charge Volume,
FLORIDA
(INDIVIDUAL
— - PURCHASING
P.UBLIO •CONSORTOM
PARTICIPANT VOLUME GRID)
AND SINGLE:U_SEACOOUNT•pROGRAMS
•-$1MILLION TO UND.gR
$10MILLION
-
SIOMILLtON OR
GREATER
$.500400 TO
:$11V11LLION
1.21%
1404o
1.65%
NOTE: For Miami Pa rkg Authority only, .Bank will pay the rebate rate of LBO% on ell Combined Charge Volume:achieved by Miami Parking
Authority; provided that it remains the -anchor participant in the consortium. Notwithstanding the foregoing, thould.Miami Parking Authority's
Combined Charge Volume exceed $40 million, the rebate rate for '$1 Omfilion or Greater shown in the grid above will appiy,
Settlement Terms Rebate Adjustment
'For Partidipant'S that seleet 30/25 Settlement Terms, 10 basis points (0..10%) will be deducted 'from the applicable rebate rate aboVeOcept for
programs above $10 Million, far Which 6 basis points (0.06%) will be deducted from the applicable rebate rate above.
Quick Settlement Term Benefit*
Any -Program With shelter Settlement Terms than 30/14 will receive the following additional incentive:
O 36/7 terms (fileturn = 22 day8)-7 batis points '(0,07%) added to each rate In the tabtetbove
• 14/14,terms (fileturn 21•days)-6 basis points (0,08%) added to each rate in the table above
o 14/7 terms (fileturn r-t 14 days)-15 basis points (0.157)added to eaCh rate In :the table above
o 7/7 terms (fileturn =11 days)-18 basIs'points .(0.18%) added toeach Tate in the table above
.*Anychange. Settlements termamustbe .ackhoWledged by the Bankto qualify..
For Participants that seledt ;Settlement Terms -shorter than $0114,. :payments will be made via ..auto debit (Bank :Will .discuss additional
Settlement Terms.optiont upori requett)
LarTie Ticket Rebate— Purchasing and Bindle Use Account,nrograms
Bank will pay the Participant an annual rebate based .on anntial Average Large: Ticket TrensactionSlie and •annual Large Ticket Transaction
Volume according to the following :schedule, when the respective Participant's annual Combined charge Volume threshold requirementsare
adhleved_ The rebate will be calculated' as the Rebate Rate times the:annual Large Tioket Transacfion Volume.
PURCHASING AND SINGLE'Us.E ACCOUNT
PROGRAMS
AVERAGE LARGE -TICKET
TRANSACTION SIZE
REBATE RATE
:(%)
Lets:than -$25000*
'0.40%
$25400—$99,W.90
0.20%
Greatarthen $160,000.
:0,10%
*Note -Currently (1).$7,200-$2.6.,.000.for MasterCard programs:and (1i) '64,200425,000 ferVisa programs-. Ali thresholds areat the discretion of
the AcqUirerand are net determined by the, Bank, "Acqiiirers- is -the financial institutionthat process tran.sactions far each merchant!
paie 36rio
'In be event of a re1uctionit interchange rates by the Assoolations, the Bank reserves the rightto ratably adjust the rebate rates accordingly.
Si mile Use MaintenanceFee
In the firat eltiarter ef each calendar year at the tirneof rebate calculation, the .Bankwfll calculate the Participant's IOW Single Use Charge
Volume, In ianY calendar yearin,Whia the Pattidipant's Single Use Charge Volume is less than $10.,000i000i a $16,000 Maintenance Fee will
be charged to the respective .PartIcipant:The Maintenance Fee will be decluded front the respective PartielpariVs rebate...prOVIded, hoWever,
that If deductionexceed the rebate earned for any calendar yearrthe Bank will invoice the participant for any amount in excess of the rebate
which amouritshall be payablevithin.14 days after invoice.
If lire .Effective Date: orthe respective Partfdipation .Agreemerit is on 'or after July 1st, the Bank agrees that the first calendar year will
commence an 4,1anuary of theifolloWing calendar.year for the purpose of .assessing the -$10.,000;000 volume requirement, and willicontinue
an a calendar basis Imstibsequent years of the'Participation Agreement
Ge dere' Rebate'Terms
Rebates Will becalontated annually in arrears. Rebate amounta are subject teredudtion by MI Losses.ilf Losses.exceed the rehateearned for
any celendaryear, .BankWill invoice there.spective-Partioilparit for the amount in exceSsof therebate,-WhithaMourit 'shalt be payable within 14
days. Upontermination 01the Program, the. Losses for the Mx -Month period imniedlately.preceding theterniination Will be ideemed to betqual
to the Losses:for the subsequent ex nionth perjod 11 the..Partitipant Is participating inmore than ione.prograrn, 'BE* reserves the -right to
Offset any loi'eseS from One program againat'any rebate earned under any other program.
Rebate ipayrnentswill be madeiirrtherst qUarterfor theipreViolis.Calentlaryear Vlawire trarisferto an account .deSignatedbythe Partielpant,
To qUalifylorany 'rebate -payment, 'all 'Of theifollowing conditions,ep.piy.
a. Settlement ?of enTcentrally billedaccomt(6). mustbei by automatic debit orby the Participantinitiated ACH.,or wire.
b. Payments must -be receivediby Bank in gOcordancewithithe Settlerrient Terms, DelinqUentipaymonts shall besubjact to 'a Pastlatts
Fees as specified below. Settlement Terms are..3.0 & 14 for both the purchasing and aing .ute 'account:programs,.
o The:Parkipant must maintain'asattafactory,Banli, credit risk rating (nvestrnent grade egtlivelent).
d. The:Participant limnet in Defaultunder the Agreement.
Pago.4 of tb
Pees Scher :ule_- for Programs using the Srnatfdata System.
The following are the fees associated with our purchasing card and single use account pregrams"ia the United States:
PROGRAM PEES
Annual card fee
$0.00
Cash advanrcefee
2.0%(.$3;00minimum)
.Convenianae cheOk fee
2% of check amount ($1.50lcheck minimum)
Rejecited convenience check - -
';$0,00 - —
Convenience check stop payment
$0:00
Standard card replacement
$0.00 per card
•Card reinstatement
$000
Emergency (rush) card,replacement
$25.per card if .effected through'the.Sank, .If effected through the
Association, Participant Shall pay any fees Charged, by the Association,
Return Check {payment)
..$,l<5 per return'
ACH return
Sapp
Document retrieval
Dispute -related: $0~{30
Non -dispute -related: $$8'per document
Dupticato statement
$.5•per statement
Currency conversion fee
1% surcharge (association pass through)
Dormant credit .balance fee
-$0.:00
Over -limit fee
$0:00
Miscellaneous fees
None
?AST-D:UE FEES
Finance. charge
Prime + 2%: is:applied .to the average daily, which is calculated: as
follow: (past due balance + any new spend) t number of days•in•cycte,
Will be charged on the cycle date.
CARD: DESIGN
Bastc-plastic
$0:D0
Customer logo plastic
$000
Customized plastic
At.cost (pass-through),:based an complexity of design, subject to a
1,000.card .Minimum
TRAINING AND .CONSULTING
Training at.Bank's:site
$0 00:(;ParticipanLT&E ndt Included)
Training at your site(s)
$1,550/day
TECHNOLOGY SERVICES:
Paper statements
$0.00
Electronic payment fee
$4;00 -
custom repoi'tingimappsr programiningfpost-
'loader
SDO:Lcustom .mapper: priced,hy MasterCard; pass-thre gh Charge
OPTIONAL
Page 5 of'ia
File transfer usIng"FTP
Daily-4500.00/month
Weekly-4260.00/month
Bi-weekly-4125:00/month
Monthly—$75.00/month
Smart -date setup fee
$0.00.
SOOL monthly maintenance fee
$50 per program per month -WAIVED after an entity reaches
8500,000 annual spend during a contract year
SDOL real time
$0. 00
Should the Partidipant request services not in this schedule, the Participant agrees to pay the fees associated with Such s'ervices.
Page of 10
Fe.ss &theftle - for Programs Using Banks Paymenthlat Solution
The following are the fees associated vidth our PUrchasing card and singieuseeccount programs lathe United States:
PROGRAM FEES
• Annual card fee
$0,00
Cash iadv.aoce fee
15% '($2,50 Minimum)
Convenience checkifee
. ,
2% of: check -amount ($140(check minirraint)
oeteid Colivrinten-ce cheek. - - -- -
-$0.00 par:occurrence - -
'Convenience Check stop payment
•
• $0,00
Standard card repiacement
S0.00 per card .
Card reinstatement
S0.00
Erbergency- (aith) card replacement
•
•$25 per card if effected through the .Bank...if effected through the
AtsoCiation, ParUcipent shaltpayanylees charged by the, hssoclatioh.
Retuth.checittpayrnett
$15 par return
AOH return
'20 per return
:Document retrieval ,
la1spute-irelatech'$9`,00
Non‘dispUte-related: 2coyrequesIsftee., then $5 percopyrequest
Duplicateitatiernent
$.5. per statement
Currency.conversion fee
•1%surcharge (aseoCiation pass4hrotigh)
—
-
Dormant credit balance foe
SO:OD
OVeranitfee
tyliacel ianatue: fees
Pass through charges.for:otherveOlallzed services (case;by-casa fee)
PAST-DUE.FEES
Late
.Central Bill: -1% Of unpaid balance at:cycle; :charged:on cycle date
:Finance charge
None
Delinquency fee
.2.5% Of theluilemotmt past due.(30- &:BO-day4.) at cycle and each
cycle thereafter; charged on Cycle date,
CAR-D;DESIGN,
. 13.asic plastic
$0,00
Cuter logo plastic •
- —,
'$.500.:per logo for any new cards -wAwEp
—
Customized plastic
$1per card, subject to a 1,00Q card minimum for any new cards •
TRAINING AND .CONSULTING
Training at Barks:site
,$0'.'00 i(Partic (pa nt.T&E-not :included)
Training et your site(s)
$000 forifirstsesSiom additional sessions @, $1,•550/day ($950 for add(
training forMtarni Parking Authority.0NLY)
TEOlitioL.OGY SERVICES
.PaymentNet setup fee
•
'Waived
EDI setup/transmission
Pas:a-through cin ell:setup end development :coats
Paper statements
$0,00
Pae or 10
Electronic payment fee
...,..
$0,00
Custom reportinglmapper programming/post-
loader
:$260 per hour ($1.,0001ninimum)
OPTIONAL PROGRAM/TECH NOLOGY SERVICES
Ftlefransfer using FTP
Daily—ZOO/month
_.)
'Weeidy—,$2801morith
Bi.weekty—S:125/month
Monthly—S75/month
- - - - - -
Should the,PartiGipant request servioesnot In this schedulethe Participant agrees to pay the fees associated with such servlees.
Pape ot
EXHIBIT D
SINGLE USE ACCOUNTS ADDENDUM
In Consideration of the mutual premises and pert the terms and conditions herein, Bank will deliver to Participant the Network Services
described below
.Terrnadefined in the singular shall includathe pturaland.Vise vesa aathe.oentext requires.
'Single, Use: Acco.unt(s)" means a '16,digit commercial tard number issued to the Participant In connettlormith a Single Use TransaCtIon
and Single liseAccountshatte:constfued. tote an Acdount as defined in the Comnierclateard.Classic Agreement.
ntelle-ctual-Pkope-rty :Righte"' -mean .s- patent- rights- (inclUdin.g patent applications .and disclosures), :copyrights, -trade -secrets.VIarks
Tegistratioriteaapplications forregistrations thereof), know-how, inventionsand arty...other.intellectual property or proprietary. -rights
recognized an any country or:Jurisdiction in the world.
"Network" .means the BanWe internat. based platform for exchangibg electronic Commercial card payment information datatetween the
Participant and Its Suppliers .and rnerchantprocessora related tocommerCiat carcl.setttement,
"Network .Security Procedures" means.the digital certificates, user togon identifications, passwords, approval limits or Other seourity
devices, Whether issued or made available by the Bank or a third party, for use by the Bank and the Participantin authenticating Network
users and PaymentInStruCtions initiated bythe'Participant cria the Network.
Network Serviceali means the. software :hosting see:wines, implementation .services, training services, .support servIces; aridicreensulting
'servEcS.provkfetJby the Clank to the Participant under 'this Addendum.
-"paynient lash-troth:tie means an InStruetionthitiated bythe'Partleipant, either via:file Integration or via theuser interface, to the 'BankViathe
Network, requesting the Bank to provide aSingle Use-Account:to the SupPlier.,
"SingieliSe Program' means the...commercial card managernentsystam..compoSed.er Sing iU.se Adoouritcontrols, and-reports-to:facilitate
pordhasesotand p4t-OerittiOr,•business goods -and services.
Supplier" means an entity that Is ern:Oiled in the Networkite exchangs.anci process transaction data relating to payments with the Participant
and to. receive commercial card payments through the Network.
Transoetion"..ineana-a purchase, payMent,. fee,. charge other activitythat -re:sults in a .ciebitto a Single Use Accounted
halite .construed to be a Trans.action es.tiefined in the Agreement.
• 1. In connection viltirthe PartioiPant's 'Participation in theSIngle Use•Pro,gram, the Partleiparit. May:initiate and request -through the Single
Use Program; Single:Use Account(s)to be used for paYmentef Single Pee Transactions.and must provide to the Bank all required data
for 'processing o Stngle Use TransaCtions. Tha Single Use. Accounts are nontransferable and non -assignable. The Single Use
Accounteshall remain the propedy of the Bank, Participants shall receive a periodic 'statement ofthe. Single tiee.AccountTransactIons.
The Participant...Shall tellable -for all ;Single Use Account Transadtions on :all .Single .Use•Accounts. ,Statements will be made mllable to
the Participant, either delivered to a :US address or laelectronioform.
:2. Wring the term of this Addendum and subject to be Paritelpants performance of Its obligationeherourider, the Bank will maintain the
Network and alloy the Participant to. adoess the NeNvorkfor Ile:internal use, The Bank reserves the right at any time to revise or modify
the NetwOrk'S 'functionality, specifications, andlor capabilities. The Participant acknowledges that the Netwbrk .exchanges payment -
related .data„between Participant and Suppliers to effeCt cornmercial card settlement.
3. Subject t the Write and conditions of this Addendum, during the term hereof, the Bank grants to the Participant a ndneXOlusive right to
access the Network for the sole purpose of receiving the Network Services.
4, The Participant has no flght to provide access to the Network to any third :party, The. Participant may not access the Network in any
mannernot contemplated 'herein, including providing service bureau, time-shating or dthercomputerservices to.third parties.
13. The Participants rights to access the Network Will be limited tothose -expressly 'granted in this Addendum. The. Bank reeenres all rights;
title and Interest In aitd to theNeWork not expressly:granted to the. Participant hereunder.
,
The Bank .or its licensor(s) is arid shall :remain the sole and exclusive •owner of ,all Of the proprietary batureaand functionality of the
Network and Intellectual Property Rights.in and to the .design, architecture, and:Software implementatiOn ofte Network.
7. Exaept fer those licenses expressly granted hereunder, neither party thgll pain by virtue of this Addendum:any rights of ownership of
Intellectual Property Rights owned by the other. Bank or Its licensors shall solely own all Intellectual Property Rights In any
enhancements, modifications or customizations af the ,Network. or Network Services and in any ideas, concepts, know how,
documentation or techniques which It or Its representatives develop or.provIcie under this Addendum.
Ragd 9 01'10
The Bank shall have no responsibility for the terms, •conditions or performance of purchase, sale, or payment transactions between the
Participant and its Suppliers. The Participant is responsible for'regularly inspecting the Single Use Transaction history available via the
Network.and promptly. notifying.the Bank of anyerrors,
0. The Participant Is solely responsible for establishing, maintaining and enforcing its Internal policies and ,protedures in conformity with
industry .standards, to safeguard against the entry of unauthorized approvals, or Payment .lnstr.uctione into the Network. Participant
agrees to :maintain the confidentiality of the Network -Security Procedures and of any .passwords, .codes, digital certificates, security
devices and related instructions for use of the Network, If the Partioipant .believes or suspects' that •any sudh information .or instructions
have been accessed by unauthorized pereens, the Participant shall :promptly notify`the'Bank arrd will advise the Bank as. to .the effect of
the security breach en its invoice or payment processing procedures andthe'corredtive potions to be taken to restore or verify security
over payment processing.
10. All Payment Instructions submitted in the name of the Participant are subject to .authentication pursuant :to the Network Security
Procedures. The Bank shalt, process Participant's Payment Instructions when the Payment instruction's are verified by Bank pursuant to
the Network Security Procedures. The Bank shall be entitled to rely .and act upon all. information .received from the Partidipant..or any
Supplier in connection with. a Payment Instruction. The Participant .agrees .to be bound 4y .any Payment instruction, whether or not
authorized, Issued in Participant's name and<atithenticated by the Bank in accordancewith the Network Security Procedures,
Pap 10.or io
FOURTH AMENDMENT TO
COMMERCIAL CARD CLASSIC AGREEMENT
THIS FOURTH AMENDMENT (the 'Amendment") TO COMMERCIAL CARD CLASSIC AGREEMENT dated as of
August 9, 2008 (the 'Agreement") between JPMorgan Chase Bank, N.A. (the "Bank"), and Department of Off
Street Parking of the City of Miami d/b/a Miami Parking Authority (the "Client") is effective as of August 8, 2013.
The Bank and the Client agree to amend the Agreement as follows:
• 1. Definitions, Capitalized terms used in this Amendment and defined in the Agreement shall be
_ _ used herein as so defined, except as otherwise provided herein.
2. Extension. The parties mutual agree to the extension of the term of the Agreement as follows:
"The Agreement shall be extended until December 31, 2014 unless otherwise terminated as set forth In
Section 10 of the Agreement."
3. Continued Effect.. Except to the extent amended hereby, all terms, provisions and conditions of
the Agreement, as it may have been amended from time to time, shall continue in full force and effect and the
Agreement shall remain enforceable and binding in accordance with its terms.
4. Counterparts. This Amendment may be executed in any number of counterparts, all of which
when taken together shall constitute one and the same document, and each party hereto may execute this
Amendment by signing any of such counterparts.
IN WITNESS WHEREOF, the Bank and the Customer have caused this Amendment to be executed by their
respective authorized officers as of the effective date written above.
l3gANK;
e .>Ixtr
Narne, Lori A. S' Jalla
[itl MeneginA Ditector:- 001101 commode( Carty
bl Pwrivt rr EE OFPt T PAWING •0.P
IV,IIANI11�Ai� 4, 0•AUT1i 11'11'
EYF f,
Narriel:; Artlarie
$ille: dhlefExecutivpt5.ffiser
Cttenf Atte'stlttion,•
The undersigned, a duly autherized offkker or representative of the Client, does hereby certify/bat the .Client her
Mier duly authorized to enter into and perfornethis Agrearunt and•that thbperson signing above•onbehatf of tire
Ctlentr whose.execution of•this Agreement was witnessed b.y he undersigned, Is en officer, partner, member or
oth'er•representetive_ok t ie Client possessing euther(tyt'e execute thrs.Agreement.
ey
ila ne: ftn4al o' parts•
Title: inlraetae of Pla��nlrr 2n3 r evei .nee t
'',Nora: Tha iietsori•slgntnq;the attastakten strati be sameone different fronettre person algning above oii behelf of
the £llent.
City of Miami
Legislation
Resolution: R-09-0063
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 09-00068
Final Action Date: 2/12/2009
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO VACATE THE EXISTING CONTRACT
WITH CHASE MANHATTAN BANK USA, FOR PROCUREMENT CARD SERVICES
AND TO ENTER INTO A NEW CONTRACT FOR THE SAME SERVICE WITH JP
MORGAN CHASE BANK, N.A., FORMERLY CHASE MANHATTAN BANK USA,
PURSUANT TO THE DEPARTMENT OF OFF-STREET PARKING, D/B/A MIAMI
PARKING AUTHORITY'S, REQUEST FOR PROPOSALS NO. 07-06, FOR THE
PROVISION OF PROCUREMENT CARD SERVICES, EFFECTIVE THROUGH JULY
31, 2011, FOR THE DEPARTMENT OF PURCHASING, TO BE UTILIZED BY
VARIOUS USER DEPARTMENTS AND AGENCIES ON AN AS -NEEDED
CONTRACTUAL BASIS, SUBJECT TO ANY EXTENSIONS AND/OR
REPLACEMENT CONTRACTS BY THE MIAMI PARKING AUTHORITY; FURTHER
AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICES AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE.
WHEREAS, pursuant to Resolution No. 05-0042, adopted January 13, 2005, the Miami City
Commission authorized the acquisition of procurement card services, from Chase Manhattan Bank
USA, utilizing an existing contract, pursuant to Request for Proposals ("RFP") No. 03-13, with the
Metropolitan Government of Nashville and Davidson County Contract No. 15388, effective through
October 1, 2008, for the Department of Purchasing, to be utilized by various user departments and
agencies on an as -needed contract basis, subject to any extensions or replacement contracts by
Metropolitan Government of Nashville and Davidson County, with funds allocated from the 2005 Fiscal
Year's Operating Budgets of the various user departments and agencies, with future Fiscal Year
funding subject only to budgetary approval; and
WHEREAS, the City Manager executed a Procurement Card Services Agreement with Chase
Manhattan Bank USA, effective through February 9, 2010; and
WHEREAS, the Miami Parking Authority ("MPA") has awarded and executed a Commercial
Card Classic Agreement ("Agreement") with JP Morgan Chase Bank, N.A., the first -ranked firm
pursuant to RFP No. 07-06; and
WHEREAS, it has been determined that the rebate schedule contained in the Agreement is far
more beneficial to the City of Miami("City") than the rebate schedule under the existing contract with
Chase Manhattan Bank USA; and
WHEREAS, as a participant in the Agreement, the City's Procurement Card spend will be
aggregated with the card spend of all other participants to determine the applicable rebate rate with
payment based on the City's actual spend and not on the aggregate of all participants; and
WHEREAS, under this new Agreement, based on the City's current procurement card spent,
revenues are expected at a minimum of $26,000 annually; and
City of Miami Page 1 of 2 File Id: 09-00068 (Version: 1) Printed On: 3/2/2015
File Number. 09-00068 Enactment Number: R-09-0063
WHEREAS, the City Manager and the City's Chief Procurement Officer recommend that the
City acquire procurement card services from JP Morgan Chase Bank, N.A., as a piggyback pursuant
to the executed contract from RFP No. 07-06 for the MPA;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA;
Section 1. The City Manager is authorized{1} to vacate the existing contract with Chase
Manhattan Bank, USA, for procurement card services.
Section 2. The City Manger is authorized{1} to enter into a new contract for procurement card
services with JP Morgan Chase Bank, N.A., formerly Chase Manhattan Bank, USA, pursuant to the
Department of Off -Street Parking, d/b/a MPA's RFP No. 07-06, for the provision of procurement card
services, effective through July 31, 2011, for the Department of Purchasing, to be utilized by various
user departments and agencies on as -needed contract basis, subject to any extensions or
replacement contracts by the MPA.
Section 3. The City Manager is further authorized{1} to execute a Services Agreement, in
substantially the attached form, for said purpose.
Section 4. This Resolution shall become effective immediately upon its adoption and signature
of the Mayor.{2}
Footnotes:
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter
and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar
days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become
effective immediately upon override of the veto by the City Commission.
City of Miami Page 2 of 2 File Id: 09-00068 (Version: 1) Printed On: 3/2/2015
City of Miami
Master Report
Enactment Number: R-09-0063
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 09-00068 File Type: Resolution
Version: 1 Reference:
File Name: Vacate Contract -Chase Manahattan Bank USA
Requester: Department of Purchasing Cost:
Status: Passed
Controlling Body: Office of the City
Clerk
Introduced: 1/20/2009
Final Action: 2/12/2009
Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING
THE CITY MANAGER TO VACATE THE EXISTING CONTRACT WITH CHASE MANHATTAN
BANK USA, FOR PROCUREMENT CARD SERVICES AND TO ENTER INTO A NEW CONTRACT
FOR THE SAME SERVICE WITH JP MORGAN CHASE BANK, N.A., FORMERLY CHASE
MANHATTAN BANK USA, PURSUANT TO THE DEPARTMENT OF OFF-STREET PARKING,
D/B/A MIAMI PARKING AUTHORITY'S, REQUEST FOR PROPOSALS NO. 07-06, FOR THE
PROVISION OF PROCUREMENT CARD SERVICES, EFFECTIVE THROUGH JULY 31, 2011, FOR
THE DEPARTMENT OF PURCHASING, TO BE UTILIZED BY VARIOUS USER DEPARTMENTS
AND AGENCIES ON AN AS -NEEDED CONTRACTUAL BASIS, SUBJECT TO ANY EXTENSIONS
AND/OR REPLACEMENT CONTRACTS BY THE MIAMI PARKING AUTHORITY; FURTHER
AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICES AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE.
Sponsors:
Notes:
Indexes:
Attachments: 09-00068 Legislation.pdf,09-00068 Exhibit I.pdf,09-00068 Exhibit 2.pdf,09-00068 Exhibit
3.pdf,09-00068 Exhibit 4.pdf,09-00068 Exhibit 5.pdf,09-00068 Exhibit 6.pdf,09-00068 Exhibit
7.pdf,09-00068 Exhibit 8.pdf,09-00068 Summary Fortn.pdf,09-00068 Exhibit C.pdf,09-00068 Letter
.pdf,09-00068 Letter 2.pdf,09-00068 Liability Insurance.pdf,09-00068 Purchase Order
Agmt.pdf,09-00068 Submission Requirements.pdf,09-00068 Letter 3.pdt;09-00068 Approval of
Providers.pdf,09-00068 Attachment B.pdf,
History of Legislative File
Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result:
1 Office of the City 1/26/2009
Attorney
1 City Commission 2/12/2009
1 Office of the Mayor 2/19/2009
1 Office of the City Clerk 2/20/2009
Reviewed and
Approved
ADOPTED
Signed by the Mayor Office of the City
Clerk
Signed and Attested
by City Clerk
Pass
City of Miami Page 1 Printed on 3/2/2015