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City of Miami Legislation Resolution File Number: 15-00188 City Hall 3500 Pan American Drive Miami, FL 33133 www,miamigov.com Final Action. Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S:), AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH JPMORGAN CHASE BANK, N.A., FOR THE EXTENSION OF COMMERCIAL CARD SERVICES FORATWELVE (12) MONTH TERM, TOALLOW FOR CONTINUITY OF SERVICES AND PROCUREMENT OF A NEW CONTRACT. WHEREAS, pursuant to Resolution No. 09-0063, adopted February 12, 2009, the City of Miami ("City") entered into a Participation Agreement with JPMorgan Chase Bank, N.A. ("JPMorgan"), by accessing a contract between the City Department of .Off -Street Parking d/b/a the Miami Parking Authority ("MPA"), and JPMorgan, for Commercial Card Services ("P-card services"); and WHEREAS, the Commercial Card Agreement between the MPA and JPMorgan has been extended through March 31, 2015; and WHEREAS, the MPA has conducted a full and open competition, and is in the process of awarding the P-card services to a new vendor, SunTrust Bank; and WHEREAS, the Participation Agreement between the City and JPMorgan stipulates that it shall survive the Commercial Card Agreement between JPMorgan and the MPA, and the First Amendment extends the Participation Agreement for twelve (12) months from April 1, 2015 through March 31, 2016, allowing for continuity of services and for the re -procurement of these services through a competitive process; and WHEREAS, the .City Department of Finance has a need to replace its banking services contract which is currently on a month -to -month basis; and WHEREAS, the re -procurement of the P-Card Services is necessary, and will also include these bankingservices; and WHEREAS, it is not practicable or advantageous to the City at this time to acquire a new vendor, which would require the implementation of a new software program and training, as well as the issuance of new P-Cards; and WHEREAS, the City Manager requests authorization to execute the First Amendment to the Participation Agreement with JPMorgan, In substantially the attached form, for the extension of P-card services fora period of twelve (12) months; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. City of Miami Page 1 of 2 File Id: 15-00188 (version: 1) Printed On: 2/23/2015 ,File Number: 15-00'188 Section 2. The City Manager is authorized {1) to execute the First Amendment to the Participation Agreement, in substantially the attached form, with JPMorgan for a twelve (12) month term, to allow for continuity of services and procurement of a new contract. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} APPOVED AS TO FORM AN9 CORRECTNESS: 1 \ e VI '' ORIA ENDEZ CITY ATTORNEY 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 (10) 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 Mianai Page 2 of 2 File Id: 15.00.188 (Version.: 1) Printed On: 2/23/2015 By Name Title FIRST AMENDMENT TO PARTICIPATION AGREEMENT VO'sJciri1 THIS FIRST AMENDMENT (the "Amendment") to that certain Participation Agreement (as amended, supplemented, restated, >iFrepla2ti 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 Managers 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. Lori A. Swalla Managing Director Global Commercial Card 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 E, 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, APPROM AND CORRECTNESS: Page 2 of 2 PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (the "Participation Agreement") is made and effective this 4� ` I� day of % A 0-, 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. WITNESSETR; .- - - - _ WI,EREAS,—pursuant_to-that_certain. Commercial. Card gree lenti_dated .asof July_9"Commercial Card Card Agreement") between Department af Off -Street Parking of the City .of Miami d/b/aa 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 Conmiercial 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 Conunercial 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 r 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 b"e 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: To the Participant; JPMorgan Chase Banlc, N.A. 300 S. Riverside Plaza, Suite ILI-0199 Chicago, IL 60670 Attn: Contract Manager City of Miami 444 S. W. 2nd Avenue Miami, FL 33130 Attn: Mike Rath 4, ivliscellaneous,.' 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 dooument, 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: Name: Title: PARTICIPA By: Name: Pedro G."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 r)Iae or other representative of Participant possessing authority to execute this Participation Agreement. By: \ P E ! " i" Name: Priscilla A. Thompson Title: City Clerk 3-124 APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU City Attorney APPRO BRE SU/RANCE REQUIREMENTS: ( .Rik Management Administrator COMMERCIAL CARD CLASSIC AGREEMENT This Carameraial Card Classic Agreement (the "Agreement'') is entcrod into as of 2OOabetween Department of Off -Street Parking of the City of Miami d/bla,Miami P ir Authority, (the "Client"), end WPivlorgen Chase Bank, K.A. (the "Back"), a national banl'g 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 defined, and the Meat may participate in the Program subject to tbe terms and conditions of this Agreement :_.__1: Dentlions `fcrzns_deftnocl_itt_ttta singular shall include the plural and vise -versa, as the context requires. "Access Code" means the user identiflogtion code and password assigned to individuals authorized by the Client, for use in cortneetionwith the Program or the System. "Account*" rneano the MasterCard account number assigned to a Cardholder and/or the Client, the related onr Cartitnaringsunti accoor11 number. "Account Credit Limit" moans the upper limit established for an extension of credit that the Bank may authorize with. sat Account. "Agreement" t" means this Commercial Card Clspsie Agreement as it inay be amended from time to lame. "Association" lawns 1vlasterCard. "Authorized 'Wee means individuals authorized by the Client to access and use the Program and System. ";Buttress Day" means a day on which both the Bank and theFederalR.eserve Banks air open for business, Card" means a MnetexCard card that is issued by the Bank with iespect to an Aeoourst. Card Request" means a written or electronic transmittal from the Client, requesting the. Bank to issue a Card(s) or establish araAcoourt(s). °Cardholder" sheens (i) an individual in whose name a Card is isstred, and (1) any other employee, offioer, director, orperson authorized by the Client or named Cardholder to use a Card or Amount, "Cardholder Agreement" means an agreement 'between the Hank and a Cuizlhoider, as aynended from.iitne to time, governing ups o2aLAacount. "Client Account" means the e eotirit of the Client into Which the outstanding balances of all Accounts are aggregated and for which the Client le liable. "Client 'Vendor" means a travel agent, travel agency or any other vendor of Client authorized by the Client to charge Transactions lc an decent. "Corporate X aabilliy" means the Client is italic for ell Transaotioins en en Account and such liability shall be as agreed to by the parties and reflected on the Bank's records and subject to this Agreement "Credit X.Jltailk" means lb) upper limit established for nn extension of credit that the Bank may authorize in connection with this Program, under this Agreement' "Credit Lo es" meats all amounts, including may related oolleotion costs, due to the Batik in connection with any Account that the Bake has written off as uuoolleatibie, es:eluding Fraud. Lasses. NMargnn Bastr, 1.AA V 09202005 eaenia Pap 1 or15 "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 Account that the Bank has written off as uncolleetible es a :result of an Account being lost, stolen,misappropriated, improperly used or compromised. 'International Trausaetion" means any Transaction that is made in a currency other thanU,S. dollars or is rnnde in 1.1.2, dollars outside of-the-United-States.of_America, ._T . _ — _ —_. -- _..._ _ _ _ _ "Joint and Several Liability" means the Client and Cardholder are jointly and severally liable for all Transactions on an Account and suoh liability shall be as agreed by the parties and reflected on the Banlc's records, subject to the Cardholder Agreement and this Agreement, "Mee" means -a IvitrdhantCa "Curie as designated by `set "Losses" means all Credit Losses and Fraud Losses. • "Marks" means the name, trade name, and all registered or unregistered service mares of the Client, the Association and the Bank.. "MasterCard" means MasterCard .International, Ina. "Merchant" means any business that a.ceepts IvlasterCard cards as payment for;goods and servioes. "Program" means the commercial card system composed of A.ccournts, 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 adrninistrativeand security function's in connection with the Program and System. "System" means the conduit through which the Client can access Account and Transaction data and reports, Y Transaction" means a purchase, a cash advance, charges or any other activity that results in a debit to an: A000unl. 2. Obligations of the Bank, in connection with the Client's participation in the Progratn, the Bank shall: A. }establish Accounts and where applicable issue Cards with such capabilities es may be elected by the Client and agreed to by the Barak 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 sliall 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. 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 commotion with individual billed Accounts, pursue collection efforts with Cardholders for Accounts, with balances past due up. to 12.4 days after the billing date. .WMorgnn Chose 13ank,.N,A, V 092.02005 clns9la Pogo 2ofl5 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 Etch Occurrence General Aggregate Limit Personal and Adv. .Injury - — —--Products/CompletedSJpertttfcns Endorsements Required MPA and The City ot`lvl.'iami included as an Employees included as insured Contractual Liability $1,000,000 $2,000,000 $1,040,000 1,QOO,000 Additional Insured A:t7TOMOBI LWBUSINESSS Limits of Liability • Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Ilired, Borrowed or Non -Owned Autos Any One Accident Endorsements Required MPA and The City of Miami included as an Additional Insured WORKER'S COMI'ENS.ATION Limits of Liability Statutory4State of Florida $ i,oao,000 EMPLOYER'S LIABILITY Limits of Liability $100,000 for bodily injury eaueed by an accident, :soh accident $100,000 for bodily injury caused by disease, each employee S500,000 for bodily injury causal by disease; policy limit 1. Obligations of the Cllatlt. In connection with the Program, the Client shall: A, initially request a minimum often (.IQ) Acoounts in connection with the Program by submitting a Cat'd Request. From time to time the Client may submit to the Batik a Card Request form for additional cards, The Card Request shall be in a torn approved by the Bank, shall inolude all information required by the Bank, and shall be accompanied by such evidence of authority for the Card Request es the Bank may require, All Cacti Requests shalt be delivered to the Bank in e 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 then 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 shall retain such applications (paper or electronic) for any Account when such application is not provided to the Bank, for a period or twenty-five (25) months after..the application has been received and noted upon, The Client agrees to use reasonable seeurity 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 entertaintnent, 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 . JrMargaro Chase Bank, N,A, V 09202005 clsnsic Page 7 of 15 Transaction and Account information to third parties, D. Make ooinmeroiaUy reasonable efforts to (I) maintain a process ensuring timely and accurate reimbursement of all business purchase transactions to its Cardholders, (il) not exceed the Credit Limit or permit Cardholders to elxceed the Account Credit Limits, and (ill) 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 attaohed, if applicable as Exhibit C, and (ii) make commercially —reasonable-efforts-to that..Cardhalderscomplywith the Cardholder Agreements. — p __ ._ P. Immediately notify the Brink of any Account for which the Client no Monger has use. G. Immediately notify tho Bank by phone Of any Account that the Client knows or suspects has been lost, stolen, misappropriated, .improperly used or compromised, R. Comply with all requirements of any corporate liability waiver coverage. Any balance outstanding associated with an 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 frnm. the Merchant,. The Bank will use commercially reasonable efforts to assist the Client In attempting to obtain reimbursement from the Merchant; provided, however, the Client understands that no chargebaoks will 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 he relieved of liability for any disputed Transacian 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 Cyole during which such Transaction is charged to tho 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 Marchantas to the goods or services purchased from such Merchant which has honored the Card for that purchase. .4. Liabilities cline Client A. Regardless of any established Credit Limits or Account Credit Limits, the Client agrees to pay and perform when due all of its 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 s 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 en the periodic statement (the "Payment Date"). IC ail or any portion of a payment. owed by the Client is not received by the Bank by the Payment Date, then the amounts outstanding shalt bear interest, from the first day after the Payment Date to the date on whioh the Bank receives such payment•in full, at the Finance Charge Rate listed In Sehedule•B. Such interest shall be calculated en the average daily outstanding balance for each day during suoh period and onthe basis of a 360•day year. it) With respect to Joint and Several Liability. Accounts, the Client shall pay to the Bank, within ten days Of written notice, all amounts awing 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 Transactions, made on;en Acoount,pripr to notification of such lost, stolen, misappropriated,, improperly used. or compromised Account, The Client will further be liable For Transactions after such notification has000urred if such Transactions result in a direct or indirect benefit to the Client or any Cardholder. JPMorgaro Clime Bank, N,A. Pogo 4 or 15 V D92020Dl alasslo C. The Client's obligations shall be onforeeabie regardless of the validity ar enforoeability of a. Cardholder's obligations, The Client waives any defenses based upon arty i) .exorcise, delay or waiver of any right, power, or remedy under any Cardholder Agreement, ii) bankruptcy or slmilar proceedings, or any discharge, affecting a Cardholder, the Matt, or others, iii) modification of any Cardholder Agreement, --'`iv)` settlement with ortelease of'any-Cardholdr r,-andlor. - - 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 stately or guarantor, D. Payments under this Agreement shall be made in U.S. datiars drawn on a US, bank or a U.S. brartoh of a for bank. E. If the Client allows a Client Vendor to charge Transactions to an A000unt, .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 performingany services. The Bank may require the Client to deliver to the Bank authorization information :for each Client 'Vendor. Including, .bat not limited to (a) the name and address of each authorized individual ofthe Client Vendor, and (b) such ether information in snob forrnai as the Hank may in its sole,disctretion 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. Liabilllles 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 Lirnit. The Bank is entitled but not obligated to decline authorization of any Transaction that would result in any Credit Limit or Account Credit Lirnit being. exceeded, Notwithstanding the foregoing) if the Client and/or the Cardholder exceed the Credit LinmIt 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, lnoluding its annual Income statement and balanne sheet, prepared in accordance with OAAT, 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. Ifapplicable, the Client will notify the Bank within five Business Days of any change in the. Client's, band rating, The Bank shall be entitled to receive, and to rely upon, financial statements provided by the Client to Bank affiliates, whether for purposesof this Agreement or for other purposes. C, The Bank at any tithe may canoe( ar suspend the right of Cardholders to ufie any Account ar Accounts, or decline to establish any Account. The Bank may, at any time, increttse or decrease any Account Credit Limit or the credit Limii,,modify the payment terms, or require the prevision ofoollateral ar additional collateral. D. The Bank may from time to time require MCC authorization restrictions in connection with the Program. SPMorgen Musa 8nnk:N,A. Page 5 or t5 V 09202005 otessic B, Notwithstanding the roregoing, the Bark shall not be obligated to extend credit or provide any Account to the Clietit or any Cardholder in violation of any limitation or prohibition imposed Jay applicable law, 7. Program and Systenr ;lows, 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, Tho Program Administrator shall oreate and disseminate Access — Godes to-;A.uthorized-Users, Suoh-at:oosa=.shah_bo provided in cordance_with.ugh.znastuals,_lraining materials, _ _ _ Y _ and other information as the Bank shallprovide from time to time, B. The Client agrees to be bound by and follow the ootnmer'oiaily reasonable security procedures, terms and conditions that the Bank may communicate from time to time Upon notice to the Client. Ca—1 trelient shall sal' gti T i all Access Codes and"bona , e far ail use of Access Codes issued by the .Programs Administrator. Tho 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 Cods (except for unauthorized use by a Bank employee) shall be solely the responsibility of the Client, D. The Bank. is authorized to rely upon arty 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, aid the Bank has reasonable opportunity to ant oo suoh instruction.. Bach Authorized User, subject to written limitation received and accepted by the Bank, Is authorized on behalf of the Client tot open anti alone Accounts, designate Cardholders, appoint and remove Authorized Users,'exeoute 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 reaspeet to any Aocount opening or olosure, des1gaation of Cardholders, or appointtnent of Authorized Users, and arty other matters in 'connection with the operation of the Program or the System, E. In connection with use of the System, the Client may instruct the Bank to furnish ape ifiie T'ransaotion data to third partial 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. S. ,Representations and Wat`raniles_ 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, (li) do not violate any law, rule, or regulation, or any duty arising in taw or equity applicable to it, (Ili) are within its organizational powers, and (iv) have been authorized by all necessary organizational action of such party, 9. Fees and Charges. The Client agrees to pay the fees and charges as specified by the • Bank, .&om,timo to time. Thefees initially' applicable are Specified in Exhibit 13 attached hereto. The Bank may change the fees and charges payable by the Client on a prospective basiset any time provided the Bank notifies the Client at leant thirty (30) days prior to the effective date of the change, Should there be 'a need to perform services other than those apeoified in Exhibit B, the Client ug,eee to pay the fees and charges associated with any such service. it, Termination, This Agreement shall have an initial tarn 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 theeffeative date, This Agreement inay be terminated by the Bank at any time for•any reason and the Bank may refuse to allow further Transactions or revoke any of the Accounts at. any firm and for any reason, The Client also may terminate this Agreement•and/or oanoei any of the Accounts at any limo and for any reason. The Client shall irnmedletely pay all amounts owing udder this Agreement, without set -oaf or deduction, and destroy all physical Cards furnished to Cardholders, The Bank will assign the Client all its rights concealing such amounts paid. In the event collection is initialed by the Bank, the Client shall be liable for paytnonia' of reasonable attorneys' fees, including but not limited to JPMar5an Citaee Bank, N.A. V 09202005 ulussio Page 6 or IS reasonable in.house counsel fees incurred by the Bank. Sections 2.8, 3.D, 3.G, 3,13.3.1, 4, 5, 6.A, 7, 9, 1.0,11, 12, 13,15, 16.A;16.C,16.F,16.G,16,11, 16,1, 16.1, and 16.N shall survive the termination of this Agreement.. lx„Dsfanti. As used heroin, "Default" includes (1) the Client failing to remit any payment to the Bank es required by this Agreement; (11) either party filing or suffering a petition as debtor In any bankruptcy, receivership, reorganization, liquidation, dissolution, insolvency, or other similar proceedings,: or snaking any assignment for the benefit of crecli"tore; (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. -1.2, .Remedies and Damage& _U}lon the_avent of a Default, either party may terminate thin Agreement or the Bank may, at its sole option, suspend Its services or obligations: try the event of i'eimina ton; Belk -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 A.greentent, 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 e:teroised 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 Hank shall not be liable for any special, Indirect or consequential damages, oven if it has been advised of the possibility of these damages, Subject to applicable law, the Client will indemnify the Bank for all claims, ousts, 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 ore or willful misoonduot by the rank; or the breach of any provision of this Agreement, 'This provision shall survive termination of this Agreement as to matters that occurred' during its terms 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 snob 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: W1viorgari:Chase Bank, N.A. 300 South Riverside Plaza, Suite7L1.0199 Chicago, Illinois 60670.0199 Attn: Commercial Card Contracts Manager To tit. Client: 'Department of Off Street Parking of the City ofMiarnl dllbla Miami Parking Authority 190 North East Third Street Miami, Florida 33132 Attn: Claudia Saintanne 15, Coideiztiality, Except as expressly provided in this Agreement, and as required by law, all Information furnished by either party in oonneotion with this Agreement, the Program, or Transactions thereunder shall be' kept confidential andused by the other party only in such 'connection, exoept to the extent such Information (a) is already lawfully known when received, (b) thereafter becomes lawfully :obtainable from Other sources, (e) is required to be disclosed to, or in any daoument filed with the Securities and Exchange Commission, banking regulator, or any other governmental agenoies, 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 (cl), when pi atoticable, shall be given sufficiently in advance of the disotosure to permit ,the other party to take legal notion to prevent disclosure. leach party shall advise all employees, oonsultants, agents, and other representatives (collectively, "Representatives") who will have access to confidentialinformation about these obligations. A party shall disclose confidential information only to lie Representatives Involved in this Agreemr nti, the Program, or the `Transactions. TJpan termination of this Agreement, each, party shall, at its option, return, destroy or render unusable, and discontinue use of all oopies of the .other party's Confidential information upon request of the JPMorgsn Chnse Bank, N.A. Page 7 of 15 V 09202005 classla other party. The party receiving suoh 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 thatinformation confidential under the same terms and conditions as set forth above obligating the Bank, The Bank may exchartge credit or other information concerning the' Client or Cardholders with oredlt reporting agencies and Merchants (and, in the case of Cardholder information, with .the Client), including but not limited — to information -concerning Transactions, p yment history,_reimbursements, and employment status and iodation, The Bank may in its sole discretion make sn adverse report to: credit reporking- agindies ff a` Cai•diteld'er fails to— pay or is delinquent in paying an Account. The restrictions on use in this Section 1.5 shall not apply to information or data In aggregated and/or anonymixed form, and shall not prohibit the use by Bank of any statistical, aggregate information that fs not identified with tli "'Cliee t ar Mefaharit far creation of stattsttcal marketing studies for research, product 7eveloprnent and promotion or strategic. planning, l d. Mlsceflansotrs 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 Bleats to'have its Marks embossed an the Cards or provide them to the Bank for other uses, the Client herby 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 proviaions•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. I), In the regular course of business, The Bank tnay monitor, record and retain telephone conversations made or initiated to or by the Bank, from or to the Client or Cardholders. E. The terns 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.obltgation6 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 apurchaser, transferee, assignee., or other suooessor, 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 aeoeptanoo 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 attdressed .herein if such act, failure, event, or oircumstanoe is caused by conditions beyond its reasonable control. • Q. 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 hereof, All representations and warranties of the Client contained in this Agreement shall survive the execution or this Agreement and consummation of the transactions oontemplated 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, JPMorgun Cluwe flank, N.A. Page s or 15 Y 09202005 clussk I, 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, elairn suit or proceeding brought by the Bank, the Client irrevocably waives and agrees not to .claim such immunity with respect to the enforcernent of any provision or against any cause of action arising directly from the -contractual. duties and obligations of this Agreement. Nothingin this provision should be construed to men that the Client card not plead or enforce any legal defenses or limilg.iions of damages -that -it may otherwise hove either_. under this Agreement or by law, Y . To the best of its knowledge, Hank represents and warrants to Client that Bank does not and will not engage in discriminatory practices and that there shall bo no discrimination in connection with Bank's perform -ante under this Agreement on account of race, color, sox, reltgton, •age, handicap, marital status or national origin. Bank further covenants that no otherwise quaiiLrad individual shall, solely by reason of thislhar reoe, color, sex, religion, age, handicap, marital status or national origin, be excluded f orn participation in, be denied services, or be subject to discrimination under any provision of this Agreement. L. 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 tho that throughout the term of this Agrearnent; Bank, its employees and its subcontraotdrs will abide by this prohibition of the City Code, M, 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 rnay,sl reasonable times; and for a period of up to three (0) years fallowing 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 kc(Bank's performance Under this Agreement, Bank agrees to maintain all such books and records at its principal place of business for a period or throe (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 websile which includes Bank's audit reportd related thereto, N. Bank understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Client's eontraots, 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. 0. Bank shall, at all times during the term hereof, maintain such insurance coverage as may be required by Client for .the term of this Agreemenl'and any extensions hereof. The insurance B.equiremertts for the three-year term of this Agreement are set forth in Section 2,B. hereto, Bank understands that such Insurance Requirements will be reviewed and may be revised by Client if this Agreement is extended; All such insurance, including renewals and types of coverage,' shall be subject tothe approval of the City of Miami (rho "City") for adequacy or protection and evidence of such coverage shall be furnished to the Client and the City an Certificates of Insurance indicating snob insurance to be in force and eftbot and providing that it will not be canceled, modified, or changed during the performance AC the Services under this Agreement without thirty (30) calendar'days prior written notice to the Client. Completed Certlficatos' of Insurance shall be filet with the Client prior to the performance of Services hereunder, provided, however, that Bank shall at any time upon roquost file duplicate' copies of the policies of such insurance with the Client, • 1PMorgon Caenc 13141<,1,1,A., V 09202005 classta Page9ot 15 If, in the judgment of the Client and/or the City, prevailing ocndltions 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 Hank of an amount. of coverage different tom the amounts or kind previously required and shall afford vuritten notice of such change in requirements .thirty (30) days prior to the date on which the requirements shall take effect. Should the tank fail or refuse to satisfy the requirement of changed coverage within thirty {SD) 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 shelf not govern the ihterpretntiotti'of-any-of the-provisions-ofthe 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 -rind to any particular provision of this Agreement, Q. international Transactions and Fees. If an International Transaction is made in a. currency other than U.S. dollars, the Association will convey the Transaction into U.S, dollars using .its respective . curreaoy conversion procedures. The exchange rate the Association uses to convert currency is a rate that it selects either from the range of rates available in the wholesale currency markets for the applicable 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 Trarnaotion 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 .pee 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 erect 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. TIM AGREEMENT SHALL BE GOVERNED BY AND CONSTRUE:) IN ACCORDANCE WITkh TIME INTERNAL LAWS (AND NOT THE LAW OP CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO .FEDERAL LAWS APPLICABLE TO Nfi.7TONAL BANKS. CLIENT BEREBY WAIVES ANY RIGHT TO PERSONAL SERVICE .OF ANY PROCESS IN CONNECTION WITH ANY ACTION, AND HEREBY AGREES T13AT SERVICE MAY BE MADE BY BBGISTERBD O$. CERTIFIED MAIL ADDRESSED TO THE CLIENT AS SPECIFIED IN SECTION14, TfiE PARTIES kiEREBY WAIVE ANY" RICHT TO A TRIALBY AIRY. JPMO1.GANCECASE BANK, N.A. By Name Title CLARC T. T8AUTH \/iCE PIRCSID NT JPMorgan Chaco Hank, NA, Nita 10 or J 5 ' 09202005 alaseto DEPARTMENT OF OPF-STREET PARS mO OF THE CITY Cie MIAMI l'3/B/A MIAMI. PARKING AtJT By tj Name Title` Client Attestatiou: The undersigned, a duly authorized ofllger or representative Of the Client, does hereby eertify that the,Client'has been duly authorized to enter into and perform this Agreement and that the person signing above on behalf ()Effie Client, whose execution of this Agreement was witnessed by the undersigned, is an oEfieer, partner, member or other representative of the Client possessing authority to execute this Agroernent. By: Name: 'title: 'V 'vtel r c person signing es. the Client, WXTN ' SSES& DEP TMENT OF OFF-S AU ORX`I Y' Pilot Name: c.lwurv-tx)111-1 Date: "7 / Print Tame: Date: e sorneane erent rem• a person signing; above on behal'of ET PARKING OF THE CITY OF MIAMI D/B/A MIAMI PARKING APPROVED AS TO FORM AND CORRECTNESS DEPARTMENT OF OFF-S TM T PARKING or, THE CITY OF MIAMI D/E/A MIAMI PARKING. AUTHORITY ' City Morrie Date; APPROVED AS TO XNStJRA CE , QUI EM I'S: AI lT�+ ENPAR ING OF ME CITY OF MIAMI I /E/A MIAlvi1. PARKING S�tsk kVfan A inis Date: j C1 s .WMorgai Chase ,0ank, N,A, Page 11 o' 15 V 09202005 elnssk i iT1XFIIT A MAsnRCO'VEItkGE© LIAi3ILITY PB.OTECTYCN PROGRAM GUIDE (separate document sent electronically) JPMorgun Clime e nook, N A. V 092020US olessla Page 12 of 75 EX.HIBIT.)1 TO COMMERCIAL CARD CLASSIC ACIREEMENT 1 EPAIJfMENT OF OFF-STREET PARKIN° OF THE CITY OF MIAMI n/B/A MIAMt PARKuNO AUTEORITY INCENTIVES & I ES I!S�IN1TION'S ",A.verage Annual Spend,Aer Card" ratans the result of annual Charge Volume divided by the average number of --open.Aocoelnts,_The_av-eragp number of open Accounts' is calculated as the 'number of Accounts open at each month»end, averaged over a calendar year. _ d — - -__ _ ";Average Transaction Size" means Charge Volume divided by the total number of transactions included in the. oaloulatton of Charge Volume for any given period. "ChaF plume" means totaltr.S7darges made on an Acocunt, ztot of returns, and excluding cast) advances, fraudulent charges and any transactions that do not qualify for interchange under applicable A,ssaaiation rules, 4`Credit TAMS". means all amounts due to Bank in connection with any Account that Hank has written off as uncoil'ectible, excluding Fraud Losses. "Fraud Losses" means all amounts due to Bank in connection with any Account that rank has written off as uncolleeiible as a result ea card being lost, stolen, rniaappropriated, improperlyused or compromised.. "Losses" weans 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 trio end ofa billing cycle to the date the payment is due, Settlement Terris 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 fallowing the end of a billing oycle 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. JP Morgan Chat:, Bank, N,A. V 09202005 clnonio Fogs 13or1s Volume Rebate E1anl< will pay the Client •a rebate based on the annual Charge Volume achieved according to the fallowing schedule. 'fhe rebate will be calculated as the Rebate hate times the annual Charge Volume. Annual Charge , Volume Rebate Rate (%) -$14000,000 _.. " 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% .. $9,000,000 1.04% $10,000.,000 1,05% $12,500000 1,06% $15,000,000 1,07% $17,500,000 1.08% $2o,aoo,000. 1.09% Individual Bill and Individual Pay Renate Adittatment For trawl ChargeVoLune that is individually billed or individually paid, subtract 0.05%. Speed of Payment nscaintor If the Client elects billing and payment term of330/7 instead of30/14, then 0,07% will be added at each tier level in the above rebate schedule. pattern! Rebate Terms Rebates will be caloulated 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 eltseas 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 deerned to be equal to the Losses 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 ba made in the first quarter for the previous calendar year via Automated Clearing Mouse ("ACIP credit to an account designated by, the Client: To alatalit'y for any rebate payment, all of the following conditions apply. a, Settlement of any centrally billedeepeunt(o) must be by aheok or by client initiated ACH or wire. b, Paymentsmust be received by Bank in accordance with the Settlement Terms, Delinquent payments shall be subject to n Finance Charge as specified below. Settlement Terms are 10 & 14, c, The Average Transaction Size must be greater than $100 for the calendar year, d. The Average Annual Spent per Card must be least $10,000 for the calendar year. c. The Client is not in Default under the Agreement, JFMornan Chase Bank, V 092Q204$ v1a6431a liege lotorlS lr'CES Artnu ai Card Fails* *(Assessed in January based en prior year spend; 10-card minimum required) Less than. $500,000 annual Charge Volume Greater than or equal to $500,000 Annual Charge Volume Incidental roes Waived No charge Plastic Design (assessed per order) Standard • No Charge Grs�illr Card De ig&(one stnndard..coIxr.n Gne hot.stamp..logo. o Charge Additional Logos $350 per si de per proof *(Available only for programs with 20 or more cards) Copy Rdrieva l Pee (applies only to non -disputed. items) FAST Card (24-hour card replacemont) Cash Advance 2% ($3,00 minimum) Finance Charge P:ate (applies only to past due accounts) Primo Rate+ 2% International Transaction Fee: up to l% of the transaction amount $8,00 per receipt $20 per card Ilt parting Fees Smart Data. .OnLine—Month*y Subscription Fee Waived Cardholder Fees (Applies to individual billing only) Late Payment Fee $15 per Card' per past • due payment by Cardraomber Returned Cheok Fee $15por Cardrnomber ohcolk returned ' Finance,Charge Rate (applies only to past due accounts) Prime hate+ 6.4% Data File Fees ('T &Z Expense System or OF System) Set Up Foe Monthly Poo Other' . $300 per program • $50 per program per month Should Client request services not in this schedule, C(ipnt agrees to pay the fbo assooiated with such rervi . , .fPMOrgen Chine Bank, N.A. Pap 15 of 15 V 09202005 alms(e CERT1EICAT.E OF JPIVIORGAN CHASE BANK, NATIONAL ASSOCIATION 1, Eva. Loeffler, DO HEREBY CERTIFY that 1 airs e duly elected and qualified Assistant Secretary of JPMorgan Chase Bank, National Aesociatioa., a national banking association duly organized and existing under the laws of the United States of America (the "Barak") and that set forth below is a true and correct copy of revelations 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_stiltin full force and efkect_- _ _ _ . _ _ ._ _. _. _ _ RESOLVED that loan agreements, oontracte, indentures, mortgages, deeds, releases, conveyances, ess;<griments, transfers, certificates, certificatioua, declarations, leases, discharges, satisfaotions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies ereguesitions,,...tlemencis,,.proofs_o .deb,,_elajrns,_records,_notes_sigci fyin eindebtedtiess of JPMorgan; Chase Bank, `N.A. (the "Bank'), arid 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") rxiaybe signed, executed, acknowledged, verified, delivered or accepted on behalf of the Bank by the Chairmanof the Board, the Chief Executive • Officer, the President, the Chief Operating Officer., a Vloe Chaitrrian of the Board,. a Vice Chairman, any member of the Operating Committee or Executive Conunittee, any Executive Vice President, the Chief Financial Offioee, the Treasurer, the Controller, the Chief Rislc Officer, the Secretary, any Senior Vice President, any ivlanaging Director, any Vioe 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 faregoiug, and the seal of the Bank xnay be affixed to an; / 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 lsauad by the Bank in respect of obligations of arty of the tarik's affiliates or subsidiaries ("Support Documents',') may be executed only where consistent with such, reseiutione of the Board dated the date hereof, as may be amended, relating to the provision of. Bank guarantees and other support issued by the Bankin xespee't of obligations of its subsidiaries and affiliates; RESOLVED that powers of attorney may be executed on behalf of the Bunk by the Chairman of the Board, the Chief` Executive Officer, the President, the Chief Operating Officer, a Vice Chairman of the Board, a 'Vice Ctairrriaii, any xnernber, of the Operating Committee or Executive Committee, any Executive Vice President, the Chief Pinanoial Officer,. the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any Senior Vice President, and by any Managing Dizeotor 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, es may be amended, relating to the provision of Bank guarantees and other support issued by the Bankin respect of obligations of its subsidiaries and affiliates, I FURTHER CERTIFY that CL.A.m T. TRAUTEi • is Vice President of lPMorgan Chase Bank, National Asagciation and is empowered to act iri conformity with the @bore rosoluttons. WITNESS my hand and the seal of 3I Morgan Chase Bank, National Association as of this 2611' day of June, 200S. a Eva Loeffler Assistant Secretary (Corporate Seal) THIRD AMENDMENT TO COMMERCIAL CARD ,CLASW AGREEMENT 1 JP:1\110MM CHASE 13A111<, 'NA TRIS Tf-IIFt AMNoMNT (tha gAmencltneat'.!).toPernmeroiel cord PossioAgraernent (theAgreercent) 'dated es 'of July V,10ili behtleen" JP,Morlarl Mee Bi1I N A•(the tan-WI:and Department-c f Strt Paildrioo the'CitY of Mlaml Parldng,Anthorilylthe Clierttl is. triede>as'of : „:,(the'Sffealtta Liat0!). The Bank and the 011ent agree to amend the Agreerneriterfdliows: 1. efl%iUi. bapitalized 'tens used In This Antioncimprit.sld defined in' the Ikeeemerit shall be used hereln ae so defined; .texcapt 125 theMlea provided herein, , _ • __• • .._ •••• _ _ „ _ . „ • „ . - 2. Amertdmerit. The.parties. mutually o,gtee toTtoextertalori.terrrref the Agreernent.es fellows: l'heAgreenten t 'shall :be extended' tintild ttly.8,2CITS'unteseone Party ternilhatesas:protntied.focin7SsotionO Of.theAgreernerit' AtTrendment 5Xhibiti3 'Incentives end Pc aell 'the Agresmoritis herebydeleted' tale. eritiretY and replaced le till With a,new --Incentivesan'd fetis'a s attached hereto. 'Amendment.' The 4gr.eeMer1t is hereby 'Modified "to, ineorporate the tarts nd p'reviSials, Of new ISingle Use Accounts Addendune'os.,etteched.trereto.• .0onthifilledMffeOt. :ExceOtlo;the:extent amended:hereby,...6111ermk.nrovistons ent,conditions. cline Mreiernett,.,60.#411* hays...been ,arnericled torn:tituto tinte,'4hall cotillnue in Rill 'pet* n1 effed.and-the Agreement; shell reMain.'enfo-Meabla end bit:Tang 111 ,atoordaric4 wIthltalerraa.. t. Plogybeok ProM tihesote cilspretIon ef the $ank, .cornroardlat card sergiCem .under this. Adreenterg'may 'be Wended to other P,Iorlde public) entities aemay'be determined ,from the to time.; BarkandittleCillett:epfee that Client is notaespeneiblefer assesainOt )asstifittg• the Compliance, of any such 'ehttfy•WIth the,.piggyback prevision'scontained .1slealtsn'ia44,1 f ef the Oitret'Mlarnt 011y.t)pde or :eny other applicalge, law but aaatt:sph other entibtehail.bwesponsiblejorsualt coinpliance. Reoli entity allowed by the, Botkto obtain commercial csrd.senifices tinderthls Mreorrieht,thall.do eo Indeporideal-of anyether entity: Radii entity iotillibe• responsible .only.for•transaotims,atiti forfees, 414:Ives:end Tither amounts sdue under the Agreamot.related to the use Of commercial card ssividos forthat Dounterports. This Amendmeni may be exe6cited Inanymunitier if counteroatts, all Of whiCh when taken tvethershall constittite.one and the' same' docurnentJ areeach party' hereto may execute' this Amendment by signing,anyof•such.counterparts, IN.WITtlESS:trift5REOP,. the Bank and the '011ent•have caused flits Ammulment tote.axectited loy•thir reapeotive.authortzed offiSers as of. the effeolke,datetirittehab,ovo. JOWIORGAN 'CHASE BANK, N. Name: lent Attestation; :11EPARTIVIENT:OROPP-VTAT PARKING OV'T1,1 CITY Op11/4111AIVILD/I3fAIVIIAMIP fti(ING AUTHORITY Name: Two; two Ori-t„),,t, "The undersigned, e.dulY:amtWIted effiaet ar representative of the QUert .doesTherebrcertify that the 011ent has bdet Itfuly authotized to sad lnte arid :lotCorai this Amendment and' that the poroon• ttgning above on behalf .of the Client., whose execution .of this, Amendment was witriesser. byllfe: Undersigned, 'la u efflppr,,.gertapr, montber ,or 0i4sp,Npresentative ,of t'he :Client' possessing authodty to execute this Ataeadmeat; Nene: Title Pop WM ( • '41Slote: 'The personalgning the attestation•shall•bateOrileOne. different frorri the person. signing above on behalf Of the.011ent, EXHIBIT 'B 'INCENTIVES AND ES .11EFINITIbNg "&sool atio n" means eltherMasterearcl or Visa, atA....A k U.11 r means 'the matter. Ot.days•f4vieen the tranSaattort pasting clateand the:posting date ef payment In full, averAged•oyerThe '•rebete.caloulation period. "Average Large Titiket trasaction,Uzemeans Large Ticket Transaollon Voluine diVided by thsletal norriberQf thmstictions Intiludetf Irt• the .riticulation df LarerifoketTranstotionVelunie, 'Avanao Transaction z mean& Ohargaltatinte 41VIdedy thdiatal nurnberof transactions includedAn.the.oatoulation .of 041i:0V:quo). :forvnY given gerinci.. •901:rrg 0 Volum e"..rneartslotat •11 ddl larthergeernad ef. a.BankOommetotal Gag!, hat,of raturnecand eMcludinglarge•Ttoket Transactiorte, •oash ;adyOnsos, .converit4IticO (3..Yetk ritliottrili, fraudulent charges and anyiransaottons that dotiotAn;alify interctiange. under •applicable Asecteiation:dlies. "Combined Charno Vain*" means' dharge Volume mtcl Single Lise•Ctiarge Vamp., "Wedlt baezet' Means gll ono14111. due to t3ank in oonneotton with yAccount that Banichas written off; ve,itnodileOlible,:ogalUdfng Fraud Losses. 4filautt lossoemeans arnounts itluvto.Batik In vortruictlen witbany Accountthat',15,arOliaa written offs tr(eotbIesa resultefa card being tosti /etalan. mIsappropriated„stmproperly carl)prOn1180Cir "Large 'Ticket Transaetionn .theans a trensaelten that the AssoZIAti arts have•detarrntned la eligible. forost Lange: Ticket:Rate, ergs Ttoket Transacticin• Volume", means Iota! 0:S.,d011ar.LarpecTitket Vansaotions ads tin e Bank.aotiimerolal trat•otreterns:ana •axoluding cash .advances, •convenience oh<raniottnts, ',fraudulent •ollarges and arty trensaOtIona that do not tmatIfY ?be intiirdhanle under .applicabloAseadlatio.n "Lossee means,vitOteditLpase and RAW Loam. orTda.PuTCaripodkie •rneans '101aml Parking Authority and dttler.Florlda ptibilotaritlties 01101)161d parildlpate In the ProArarn.that tave. beentorircived-by the•Bank fot,parlidlnation. c'Perticioaht" meAnS.Mianil :ParRing llsitIttot Aril other Floritlipublio entity approved lay.the 'Bank to pattleitaate uncier •the .Corrtnierdial.Car4 Purchasing end :Strigle .U.set Account itograrris Omitted to, the •Clierit tinder this Agreement and Whiett tinvia :executed a PartiOlpatIon Agreement inzuoirformats allowfraoE>gilblt•O•'to thivAgmement-er proyldedtythe,Bank'frotplime'to sbillernent -raps'. Meant llitt,coniVitlatton •of•the number o'f onlendar dayslna 11nJQy.aiand the, nymixirof oater4ardays following 1110 end of; a cy.cla,.ta the odatelhe;:pa,ymant IS due, Settlement Terms. ars •expressettas X &v whets is To nuniber oiosisndarts0 111 the'tolliing.oycleand Yte'the number Oroalentlarilayslollo,NIngibentl fabflhTiio ovate 101110 4016 thoPaYmotul"ull '8Inole. Use Charge Voiumo' meta tota1li.S4OilaNch.argee Medi ton ,o Site USB,Acgoin't ue in coilnedllon with the Single tts $Ysteiii, net qf re'turns,•'and egoluding tare:Tisket Transactions,.oai Advances, ifraudillent.ohargeg •and any transadons that do ndt qu.eltfy for Interchange,ttner appitcableAssonlation 'Virtual Bindle Um/Nomuramearje,a41arti,less Account used ip connection v'1th a Single., unique transaction, PflileT dr. io BEBATE61 Voiarne nchcIo Uso Account Back will pay the Participant is 'Mate iad •en the annual ;Participant's Combined Oharge. 9oIume aohleved according to the foliewing -sollecluts, The rebeteigill bt oalotilated tethe Rebate Rate timet the Partlelpahtt.,annual Combined ChargeVolume, 0.,, .. . r LORiti4:1311B1.-10 C.ONSORTiUM • (INDIVIDUAL PARTICIPANT VOLUME GRID) - ,- - PURCHASING ANO SIRCLEINEACObUN, •PROGMMS - ____ • '" Siirgli,000 TO $1 MILLION IIIVIILLION TO UNDER $IOMILU Sii0MILLION0R j GREATER 121% 'I U 1 .66-9/0 , NOTEl.Porlillarti Perking Authority only, Bank vilitpaythe rebate tate of t6fJ%'obMtaniParld4 Autherlty; pro9idetIlhatitrerrialnalkwanohor parjtpnt in.tfie•eonsottlurc, 'Notwithstanding...the foregolsg4hutIRIAVItent1 Parking Authotitys Crernblnecil Charge'Volurne oxceect VIOTaillien, the rebate rate. for IttOrolliron Z110Wil ih thettiti tibevaAl1.414 •Settlerrient Terrns..Rebate Adlustinsvit Tor'P.artielpatiVelhat seta et e0/25,:Setiternent Terms, 10 beef's points(0A wlilbexteduatedlrorn'the.spPlloable rebate. st,e,ttboVeiyaelit for IlrO.01a1lt fituvu.$101\ill1ton,..for vifitOtv.6 basis' p oltite.(0.0.5P401111i:e dectunted frorwthe•applicabIa rebate rate•above. Quisk 86ttlemeritTerrn Senefir Any Orogam With sOtterSo!ttemeTerms. than 0.0/14.WIll twelve the'feillowing. addition& ineerit(vei 397 terms (filetutiri =.22'dayS)--7 hatlapein'ts40,07%) added to taOh rilte IabIeb,oVe 0 14114iettns.111ettim 21.titys)-4basis points ,(0.08%) edded to eaoh retain The tebleebOve .o. 14/7 terms (Motu to tg.'fi 4 4tty.$)-4E basis points. (0.15%).ett ded to, saeh.rateln the t Ate ebove o 7I7teills (Mateo' =11 .daye)-18.basloolnts t(0.1:8%) added to,each Tate In the teble.oboVe •"Atiy.aanget Bettlements,termsousttlaecknaiiietigstiWthei Bank:te Far Pertioli:kants lhet. seleat,:Setliernotit Terms •thorter .than Oii4, payments .,w111 be made. Oa :ado .deblt; (13ault Alscuts :additional l'Settlement-rerms:optione Maori roquaet.y .Laroelickot_Robete— Putottestrtg end' Sittetle Use AacroluntsprOg rpm Om* Wit p4. the .Pertiorpent en annual robeite bad nonntell'Averegs Leto TiokiitIvenoeottorr•Slis And .dinttel 14rgti Ticket Transactieh Volume according 19 the felloWing.,sohedule, when the respeetiveParliolpent's tonna! Comblnut ,Qhargo 'Volume threshold requIriements:are adhlraved. Theldbute will be.otlotllata ea thelisbate •Releilmes.thcannual Large TIOlotTrensactionVolume. PURCHASING AND SINGLE USE A000UNT PROGRAMS AVERAGE LARGE -TICKET TRANSAOTION $IZE REBATE RATE :(%) than .S25,000* $25,000409,0.9g.09 0,20% Gra aterthsh $1:00,000. :0,10% *Nqtle. etiffently (1).$70.06-$200.1or MasterCard prograrns,and (1) $4,2011420,000 pre,grams, NI thresholds areA the distweliPil the AccOtrer and are ndt determined by the Bank, "AcqUiree' ts.theInen InstitutIonthet prooess tran.saOtlensfur each merchent!' .rmiss orld 11 11 'the event of El. rettUOtiOnt Injet011anQe WOO byThe Ass°(Mations, the'Bank. reserves theIlghtto ratably Rdjust the rebate rates accordingly. Sirmle :Use tkileintegancellee the'firt quarter Of, each .calentier year et the timed rebate calculation, the Bang will calculate the PartiolpeaVe tele!. Slagle Use Oharge Vume Ii nyeelandar yeerin •Whieh the ParlialPaits Single Lisa Charge Volume is leasthan.S10;000000i. a $16.0Q0 Maintenance fee will be:charged to the.rospeative :Partiolpant,"The Maintenance Fee will b dedudted :fretthe respective Parlicipent% rebate,'PrOVIded, .hoWever, that if tieductIon,texceed the rebate •earrted for.,:any calendar yearrina Bank Will Invoice the pertiolp.ant lot any amount In excess Villa rebate whieh amouritehail be, payablowithin.14 days after invoice, 'Titre Effective Data or "the respeotliie Partlapation Agreemerit 'Is on tr after July. It the Unit agree's that the *firit calendar year will comrnetie t5i1 JaiMaiy 1.6t0 thOollOWing calendar year for the purpose Of 'assessing the .164000000 volume requiretnent, and will.continue on.a calendar beats. irrattsequent years of the'Partiolpellon Agreement reGriDral'ilbbattiterros R�bateswH be'calettlatOd annually In arrears. Rebate arnountk are sublect to,redoetion by all Losses;If Losses exceed the rebateaarned for any ealenriaryear.1331cv/ill invoice thelroapediva,Rattloityght.for the ortduni in exek..aelif ,the;rebate,•Whielvarhountehtillhe payable'vAttlin day Upont ermiCation athe Program, tha LOSSeS forthe.lx-Irnonth period imrriediately preceding thatemilfraIlon will be 40ented to be quill to the Lostev for the subsequent.dernontkperiod, if itta,Partitipant patipp.atiqg in more than .one...prograrn, Bar* teks'erVaS, the light te :dffset•any Itl:Osea Troth :brie progratt agelastany rebaleaarned underany other program. Rebate ,paymentemIll 6 grade irriha first qua rte rforthapreitIods.6alendaryear Via wire transterto an account .dealghatedhYtile Partlelpant, To cinalily'foranytebatepaymerlt, alfidfilialellowing conditions:apply. 0.Saltlemertt itif,EitroarAtMly,.111110damount(6). must.ba by automatic tidbit or,by the Parttolpunt initiated ACT;tar wire. PeYra lents must be reicsiivedIy:Balt in accordancoviiltIr the Settleitent Terra DelinqUen tpapents ha.subject to 'a 'Pesti:Vs Fees as spodIfTect below.. Settlement .Terms:dre.30 14 foroth the ptrohasto nd lnfo tde'accoutit. programv.. c. TheeParlielpant rattst trraintaln-asalla fa otory,Ratilc credit: rfitc.rating (inveetruent grade tiiMivalent), Tfre,:Partloiparit Irnotht Verault,under the Agreamerit. PaDe4 of lb flees Schedule.. for Progrerne usng the Sulottclata Systetn The following are the fees associated with cur.purchaeirrg card and eIngte use account progrants'in the United Stater, . - PROGRAM Antitiat cartifee • O.Oti Cash advarkce lee 2,0%.($3.:00 mInfrnum) — .Convehienas cheelt•fee %,.or otteok•amount ($1.80kheckminlirurn) .. — .. - Mpjecited convenience .obek e. . . ... .t0,fib - - - - - ' - • - - - - - - -- . -- - - - - - - - . - — 0,cmienlanee check estop payrrietft t(socterdtard Teplacemebt -- '$4.:110 par.:card • - •bard reinstatement ... - • $0;00 Ernetganoy (rush) (dad ,teplacem.ent . .•:$25 ;peT• card If 'effected .throuohlhe ,f3ehlt. If effected Ihrouh the ,Asseclatitm, Paili6lpent aballpey trty ftes &erg ed;by the Asecolatlan, — - — Return Oiled( (pekyrnent) — ".t.45 p:Ortetura' . • - - Adli return „ D'osurnetit retriettai . Dispute-felated:Ia.-00. i\lorkINputs-relatect: Silver document - — tupiladteStatement - - . $.a.per 4atemerit — Cltrrenty taveralortfee ' 174 sureheras (at seotkoa pase'througli) „ - .Pornlant-oreditIalance •fee ;00.:014 --- chter-llat fee .$0,00' ' - Ate, aul ..........w..... Itiliseeilansousleas I". Mare PAST-DIJE "PaS _-__.__— --------- Pinance.oherge• • Rrime.4. 2%18:applied to the average:daily, wIllah is calculated as Mows..., (past,tlue balance 4. any noir/ spend) / riUrAbel of 'dayeln,cycle, WIII be charged on•the oyete•date. _ CARD. DEGIGN ••,- '.BasioViaittc . $0,01) — Customer IdgePlastio • ---- - - zgr,:00 . . . Customized plastlo __ •At cot."(paseliroOgb), :based pn complexity .of design,. %blot to a 1,0tIrl,cacd.lp1niniung 'TRAINING .ANVOONN.LT.11\10 — — TretninanIds :eke „— • 40.b0::(particIparkT&E mit ibcludad) Training st your slte(s) • .$1;61,1/clay ---- TE01.1110LOGY-SERVICZS; papOr statements Pia 6troptO paytnent fee: • $0i06 ____ --- — -. _...,.. ., OustOM 0051,1111'0m PPer .pro.grsrninfttpeet- •8b0.1,clistont lo.ader ntapper: price.d:by MaiterOar0; possthtitigh tharge KIPTLONAL.P ITO GRAM/TECHNOLOGY .sERvIca - ....... . KtgeD•nria „... , . 51Ie transfer uslog"FTP Day-4800,00/month Weekly-4260.00/month 131-weettly—$125101menth MontIlly—V.6401month .. _ Srnertrieteestup fee $tt.00 St)01.rsenthly-nisIntenanee,fee perprogtern per month -WANED afterAn.entity readies $5t)0v0.00 annual spend &triage contructyear aDttLreatillne $0.00 Should' the Peftldipaarequest servtdes. not ITO* sehedule,,theParltelpant agreesie.pay the fees asieilatectvilltieli deivtiCes': PAga0 of 40 •Feoa "Schedule -for Peograrns panles Payment146t Solution The fallowing fare the 'fess. associated with our pUrchasing card and single„usvaccount programs Inthe United States:- PROGRAM rgES .. . Annual tad fee $040 _ . _—....„ — at IT:adv.enco'fo6 •• . . .. ,„„ _ ;2:6:%-f$g,SOInitilmurn) — Convenience checkles '2% of:Ohecternount ($140(chock minIturn) Rgitiittid iioifvellion-aa.olletk. - - - - 10:06 per.occ nuance - - — - • - — , - Convenience theeb tap payment ' ... . $0•00 Standard eard'repiacereent. zeala per card Card reinstatement — • ' $0.0Ci •tbetgahoy.',(rublil card replacement '.$25p.er card If effected:through the.Satkifaffected throtth the At sodation, partictixant shattpapanyfees charged•by the .),Nssoctatich• Ratan-3.018.a .(payment) .$1t, pet relum ' AOH retuin '-. 20 per return • Document retrieval • Diaprite,releted;40;00 NorptileptIteletated:0•coPytequeets'ftee., ttten V6 pat :env reguest •Duplic,btwelatereent 05,-per statetnent Gummy obnversion fee 4% eurchargo (06041110P PotalrOogh) .. - . .... Darman orettiamterze fee • — .- •GtOo ... „„., -.0v.pr4inliVee VA re.col WOWS; fees PaS-threugh charges•fctotherspecialized serviees (case;by-cass fee) P.A,slqiue•FEEs. Late:fes - • .Central,$(11: 4%. df unpaid balance at -cycle; charged:on 0YolaAale —,-, , . „ ;.Finartce charge . . ,. „, . .., None - Delinquency -fee — -- ,2.5% Of theibli •41110I1 n tp a st A ae:00. & SO•ttlay+) at cycle and each °yelp. thereafter'', :ahem sd -on Oy.ofe date. - •• .„ - aARIIDESION .• .. basic plastic . - - .... -._ $0,(10 Otiatenier icp.plastic • U00.p.er logo for any- new cards -AfAIVEO •• . ' Customized plastic . * Siper card, subject to a 1,000 Callinit.itragin for any rieW ,cords . - • 'TRAINING .AND ,OONSULTING ,,, Training et Banyrs site "Training ot your sites) j ,S0'.'00:.(partiotpant.T&E.Trotino10460 • --._____ —__......._.___. -$0;00foriltstsesetera additictsal.ssslans @, $10/day t$9.50 lot nildi training forMferni Parking AnthoriteONLY•j' TEOHNOWV SRRVI'OS .PaymentNcf. sdtup fee • Waived - — - — . _ EDI setupittensmissibn . - _ Pase-tilrOun cin till:setup and Ov.eloptnentcodts • --- - . , Paper statements • ... $0,00. ?Age I" Ole Electronic payment fee: ty0,00' C ..untorn reportingim'apper programming/post- :$280 per hour 01,000. minimum) loader OPTIONAL PROORA'M17ECHNoLo(r' SERVICES Flle;•transfer•using FTP Dally- t500/mrohth 'Weekly-- ,$200'frnorl4#i Etweeldy- $12:51mnnth' Monthly-- illionth Shoe ld the.Partioip.antregpastseruides:notInthle.sdhedule;th.ePertielpant,agreesto.paythelaveease-dialedwithsueh'sei l'ces, Page o4 6. EXHIBIT D 'SINGLE USE ACCOUNTS ADDENDUM fl Oonsideration .tho tyratiat promises and up On the terms and conditions heroin, Dank Will deliver to Participant the Network San/Ices described ;below! Definittone, 'Terms:defhied in the singular shalt Includathe plural antiViee v.eisa,a6,the Ohntext requires. "81Nle, SO' AccountOr means a 10..digit commercial card number Issued to the PartIolpant In connection With a tingle Use Transaction 'and Single UseAccountahaltU :construed te:be an Acedtint es tidned In the OornMerolaliDardaassio.Mteement. 41.1rItallfetual-Piapiirty RIghtel' 'Mani Patent rights" (incrading patent applications .and IllsOlosures), cOPyrightectrade •seorets, Maths (IrtOluding:registr.atiorie al-rd.:applications for registrations thereof), know-how, Inventigne,and any"othefitteltectual grope* or proprIetary Tights recOgnized art any country or jurisdiction In the wend. "NelYY., Orel:Nene the 'BanIntemet.based .01gtfarn for exchanging' electronic dornmercial tard payment information sdata..betweari the Participant and its Suppliers and merchant: processors related t000mm °Niel card. e.eittiernent. "Network 'Security. Procedures" menthe digital .Sticertificates,. user logon .4dentifications, passwords, approval Millie .or Other seourity deivtoes, vidulther leaved or mad available bylherik or a third party, for use*toysthe .I3ank and .the ,Partleipantin authenticating twork .users and Payment4nstrudtichs initialed -by the 'Parilotpant.91a the Network. iiotworR 80'0000 meansftbe.softWarellosting services, ImPleMentetion seivices, training serVisea,.support; semi -ass', atidietteneulting se niiee's,.,.p revicted byllYe Bank to the Participant underthla Addendutn. •Vaynierit i'netruatIen" means an InStruetiottitiltiatedDy.tha.Partalpant, either via:tile Integration orvia the.User interface, to the BankVia.the Network. requesting the Bank to provide a:Single Use,Ao.Ottatt et:he &Tilet' "Singiellse Program" meenS thexclninerdel cord Menegernant.system„cotnpodeddSingfeUseAcieourttochtrels, andreportato :facilitate puratrasesotAnd payMentgfor, business gootteand services. • oSuppitoPrniana.an,entitythat-la enkArect In tlie.Networkle.wohangs..end p•focess transhollon 'data •ralating 'to payrnentsWith the Parliolpard ,and to,recetve commerelal card payments through the.Network. 4,Singlelfse "Transeettorrintrane'a Purchasepayrnerit, fae, chorge•orany other abtivitythat -results in a lebIt.te a Slagle Use Accountand that' be •conetrued to be a Transaction as. defined In the •Agrearn:ent... 1. • In co.nnection.witivthePar.ticIPant's participation -in thYSIngle Use•Prog rara,.The 'Pattlperit• rhayintliate and reguestihrougtrthe Single Use Program., •Salells Account(s}io be .used for paymant•of0Ingle Use Transactionaand must prevIde fo the Bank all required data for 'processing Of Single Use Transactions'. Tho :angle Use Accounts Are nonrtransterahle and non -assignable. The. B,Irrigle Use •Accounts shell remain the property of the Bank. .Rettleipants shall receive 4.periodlo ataternent The Single ase.AccountilanssolTes. The Particjpant:shall beltable far alt;Single tlaa,A000crit'Transadtiorta on .0 .6ingld .Use•Acocunts, .Statements wit barnacle available to the Participant. 'antler delivered ta1Jjaddress or Irvelechaniolorre. Miring The term Oi this Addendum :and tob]oot to The PartiCinenVe perfonnance of its cbligations.herettrider, the Bank will maintain:the Network and alloW the. Participag id the Networkflot itelriternel ties. The Eank r.es elves the rlght at My :the tec•revioe or modify the 'Netwerlaltinctionality, spedifloritions., and/or capabilities The Participant •aoknowledgcs that the Network 'eXottangea payment.. related ..date„hetween Piollcipant and Stippliers.to•afradt ornra circlet ,cardtattiem ent. • '3. auljjant 0 lhe torn and .0endlitotia at:thWAcItienclurn,,durtng thyterm hereof, the::Barik, g rants tothe'P'articipant a nOnekolusive right to acoess..the Network for tht adla•purpobe ef:retelVing ths.Network'SerVices. 4, The rettiolpant has no f ight to proVide access b thtiletvttork to .any •thfrd 'party4 Itta•Participariirnay ndt access the Network in an manner co nte tnpl atad hereln,.IrrolUding.providing service bureau,. time -abating �rdthscgn1putarssrUlaeStothlrrlleL 4 TtIO Partielpantia.rights tOacoess the Notwork.Will he:limited to,those expressly granted in 1111s.Addenclum.. The„Bank.reteryes aII .ights, title` aria irtteleetin. anti.tothe,NetWork not e ress I yij ran tad to the Paitiolpant hereunder. 6., The Bank )'‘Dr Ito licensorW-ts. and shalt ternary tho. aole and axolustve ,owner oflIOf the- propfletaty Matures and functionality Of tha NetWork and Intellectual Property kightsin and to the dagn erhitecU1r�, andachware implementation otthe NetWoik.• 7. EMept ler 'these ileenaes .eXPreksly granted hereunder, neither party thall tlfl.iby virtue of. this Addendumany rights of ;ownership Intelleotual PrepertY Rights owned by the •011:ar, Bank or Its licensors shall seleiY 001 ail intellettual Pndperty Rights lh any anlianconlentA. rnodifloatione .or oustornikations of the ,Network: or ,NetwOrk Services and tn. any Ideas, onnoevta., know how, documentation or lechniquoa.which it or its representative's develop or,provide under this AdderidtiM, Pnci 9 a.10 A 8. The Bank shall have no, responsibility for the terms, conditions Dr performance of purchase., sale,, or payment transactions between the Participant and its Suppliers, The .Partleipant Is responsible for•regulediy inspecting the Single Use Transaction history evallablevla the Net'werk•hnd promptly' notiiying.the Bank of anyerrars. g. Tiie Participant is solely. responsible for. eetablistiing, maintaining and enforcing Its internal :policies^and procedures In oanfomnity with industry standards, ,to safeguard Against the entry of .unauthorized approvals, or Payment .Inatructlons. Into the Network, Partlklparlt agrees to maintain the coriftdsnitality of the Network • ecurity Procedures and .of any .passwords, codes, dlgftal oettlflcates, security devices -and retatprt instrudtians'for use of the Netwotk. If the Parttoipant,believes ar•suspects'thal anTeuuii•inforniation or. instructions have bean accessed by' unauthorized poreens, the Participant shall:prom 'tly notify`tba'Bankatrti v II .advise the Bakes to. the effect of the sedufiiy breach sin its invoice or payment processing procedures •and tl e'corre6ltve actions 'to be to restore or uetity security over payment processing. 10. Ali Payrnerit Instruotians•submitted in •the .name of the Participant ere subJeot to •authentic&tiati pursttant'ta the Network Security Procedures: The Bank Shall process PatffcipariUS Payenerif Instructions' Men the Payment instruction's •are'varffled by:B.ank pursuant to •ttie Netvvork Security Procedures, 'The :Sank shall be entitled to rely:and act upon all.lnfannatten received from -:the Partirzipant:..or any - Supplier.in connection with.a Payment• instruction. The Rarfioipant; agrees,to t)e hound by any Payment tnstraotion, whether ar not authorized,. issued in Petticipanl,s•name •ari Latithenticated by.ths Bank Inaccordance with the.Network Sscutity'Procedu(es, paw ro.or ro 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 lase), 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, 2011 The Sankand the Client agree to amend the Agreement as follows: 1, Definitions, Capitalized terms used In this Amendment and defined in the Agreement shah be used her.ein 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 81, 2014 unless otherwise terminated as set forth in Section 1,0 of the Agreement," 3, Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Agreement, as it may have. bean amended from time to time, shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordancewith its terms. 4. Counterparts. This Amendment may be executed hi 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 pny 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. RANK: O't, a is Narnei tori A, Sutalta xitl ,1\11palnt{ aihecti V.. rhtaisai Contiosliai Bard, opAVrivtorti P tihP,,$'1411 ' PARKING.DV PITtiY' ?p.IVI) >4' I:DO4 1V.IIAIVII RArOnAtl 'id LTY SY: . tams :„Artiitov,,..., _ f'itio Afl;xe crtiyeC3f tsar IM'eiit AtteMtion r The pritlorglgned,; duly authorized officer or representative of the Client, does hereby certtfy'tlaa : tha.CHStlt h0 1A00 duly authorized to enter into and nerferrn this Agreerneritend.that tIle person signing above. oit belialfof the 'Gllonty wime.e ecutloit af.this Agreement was witnessed by -the undersigned, Is an Officer, partner, irren ber or Otherrepresentatkot.,t a Client pasbessliigaathoritytnoxecutattiis.pareaileMt, ayr, Tlairt;. biaf`i' a'rlus' 7ftiei .hireetou.of: larintr ndDevelcipopm ...,. ... Nota;Thenetspri3Ofirdt,theettclstatibnshellbesaittacnediffe1;entfrodylitopersonsighingeboveoubehalf of the Client, 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.Miarni Page 1 of 2 File id: 09400068 (Version: .1) .Printed On: 3/2/2013 File Altimb24r: 09-00068 Enactment Number: 12-09-0063 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} FOCitriOtQa {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 Mann Page 2 of 2 File Id: 09-00068 (Persian: 1) Printed Om 3/2/2015 City of Miami Master Report Enactment Number: R-09-0063 City Hall 3600 Pan American Drive Miami, FL 33133 www.miarnigov.com File Number: 09-00068 Version: 1 File Type: Resolution Status: Passed Reference: Controlling Body: Office of tho City Clerk File Name: Vacate Contract -Chase Manahaftan Bank USA Requester: Department of Purchasing Cost: Introduced: 1/20/2009 Final Action: 2/12/2009 larassalm.feleale.f• Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHOMZ1NO THE CITY MANAGER TO VACATE THE EXISTING CONTRACT WITH CHASE MANHATTAN BANK USA, FOR. PROCUREMENT CARD SERVICES AND TO ENTER INTO ANEW 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 13Y VARIOUS USER DEPARTMENTS AND AGENCIES ON AN AS -NEEDED CONTRACTUAL BASIS, SUBJECT TO ANY EXTENSIONS AND/OR REPLACEMENT CONTRACTS BY THE MAME PARKING AUTHORITY; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICES AGREEMENT, IN SUBSTANTIALLY TM ATTACHED FORM, FOR SAID PURPOSE. Sponsors: Notes: Indexes: Attachments: 09-00068 Legislation.pdf,09-00068 Exhibit 1.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 1.pdf,09-00068 Exhibit 8.pdf,09-00068 Summary Form.pdf,09-00068 Exhibit C.pdf;09-00068 Letter ,pdf,09-00068 Letter 2.pdf,09-00068 Liability Irisurance.pdt;09-00068 Purchase Order Agmt.pdf,09-00068 Submission Requirements.pdf,09-00068 Letter 3.pdt09-00068 Approval of Providers.pdf,09-00068 Attachment B.pdf, History of Legislative File VarSion: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 1 1 Office of the City 1/26/2009 Reviewed and Attorney Approved City Commission 2/12/2009 ADOPTED Office of the Mayor 2/19/2009 Signed by the Mayor Office ofthe City Clerk 1 Office ofthe City Clerk 2/20/2009 Signed and Attested by City Clerk Pass City of Miami Page 1 Printed on 3/2/2015