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�(((� IMpi 1% /LAIC �'h• File Number: 15-00188 City of Miami Legislation Resolution City Flail 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 FOR ATWELVE (12) MONTH TERM, TO ALLOW FOR CONTINUITY OF SERVICES AND PROCUREMENT OFANEW 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 .Oft -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 banking, services; and WHEREAS, it its 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 Mand Page I of 2 File Id.- 13-00188 (17rs$ort: 1) Printed On: 2/23/2015 File Number: 15-00188 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 (1.2) 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) AS TO FORM AN9 CORRECTNESS: VI(YrORIA IUNDEZ , CITYATTORNEY Footnotes: {1) The herein authorization is further subject to compliance with all requirements that maybe 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 Miami Page 2 of 2 File Id: 15»00188 (Version: 1) Pritite:l On: 21231201'5 FIRST AMENDMENT TO PARTICIPATION AGREEMENT Versio`ri.,1b a: THIS FIRST AMENDMENT (the "Amendment") to that certain Participation Agreement (as amended, supplemented resisted, > repla 2ti from time to time, the ("Participation Agreement") dated as of March 13, 2009, between JPMorgan Chase Bank, N.A. or one:or mdse of its Affiliates ("Bank") and City of Miami, a Florida municipal entity ("Participant") is made effective upon the City Manager's slgnaWre 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. JPMO�R�`G"AN CHASE SANK, N.A. By Lori A. Swaila Name Title Global Commercial Card Acknowledged and Approved: Participant Authorizations 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 t _ 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 tb bind Participant and to enter into and perform its obligations under this Amendment and that the person signing above on behalf of Participant, \0iose 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. Name 'Todd B, Hannon Title City Clerk, City of Miami Note: The person signing the attestation shall be someone different from the person signing above on behalf of Participant. APPROVRff AS TO -FOAM AND CORRECTNESS: VICTORIA N!O I�Z Page 2 of 2 PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (tkne "Participation Agreement") is made and effective this _Q_ day of 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") eacli a national banking association. WITNESSETH.: WHEREAS,purs uant -to-that_0ertairi. CoDIM eu aldated as.�f July_9 -200$ rCe-- --- _ "Commercial Card Agreement") between Department of Off -Street Parking of the City .of Miami d/b/a Miami Parking Authority (the "Client:") and the Bank, the Bank :has agreed to .provide -commercial card services to the Client (the "Program") on the terms and conditions of the Commercial Card Agreement, attached hereto and Incorporated herein as Exhibit 1; and WHEREAS, the Participant desires to participate in the Program, subject to the terms and conditions of the Commercial Card Agreement; NOW, THEREFORE,in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein, the parties agree as follows: 1. Definitions. Except as otherwise provided herein, all capitalized terms used herein and not otherwise defined and which are defined in the Commercial Card Agreement shall be used herein as so defined in the Commercial Card Agreement, 2. Mutual Obligations. By their execution of this Participation Agreement, the Participant and Bank hereby agree to be. bound by all the terms and conditions of the Commercial Card Agreement attached hereto as `,Exhibit I. This Participation Agreement shall remain in effect according. to its .terms without regard to the continued existence or� enforceability of the Commercial Card Agreement with respect to the original parties thereto. All references to "Client" in the Commercial Card Agreement shall be deemed to constitute references to the Participant tier®under. 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 No 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 panty to the other, To the Bank: JPlvlorgan Chase Bank, N.A. 300 S. Riverside Plaza, Suite IL 1-0199 Chicago, IL 60670 Attn: Contract Manager To the Participant; City of Miami 444 S. W. 2nd Avenue Miami, FL 33130 Attn: Mike Rath 4, Miscellaneous,.' This Participation Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, and as applicable, federal law. The headings, captions, and arrangements used in this Panticipation.Agreement are for convenience only and sball not affect the interpretation of this Participation Agreement. This Participation Agreement may be executed in any number of counterparts, all of which, when taken together shall constitute one and the same document, and each party hereto may execute this Participation Agreement by signing any of such counterparts, IN WITNESS WHI REOF','the parties have caused this Participation Agreement to be duly executed as of the date first written above.. BA1v7C: a. Name_ - Title: PARTXCZPA Name: Pedro Ga 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 . ' or other"representative of Participant possessing authority to execute this Participation Agreement. Name: prisailla Ae Thomason Title: City Clerk APPRoVED AS TO PORM AND COMCt?NESS c JCT IE O. BRYi City Attorney C1aN M'LACUL CARD CLASSIC A PREY NT This Coramerolal Card Classic Agrooment (the "Agreoment") is ontexod into as of 2005betwvean l]apartznent of Off-street T'arltutg of the City o[ Miami d/bla,Miami �' ir` Authority, olae and JPivlorgarl Chase Bank, N A. Glias i Bmnk"); a national bang aasoola ion. Commencing an 6-w Sate of 1his .A.greement, the .Bank and the Client hereby agree that the bank will provide the Cozwnordal Card Classic Progmu, as horainaRer defined, and tho Mont may participate in the Program subjeot to tho terms acid oonditions of this Ay�eoment. _. _ ._., :_.__I: De�lhtfiarrs fcrrns_doftnoci ir�ttta singular ghnil ancludo the plural und'visa •varsa, as the eantoxtieg,uires. "Access Code" rneans the user identifzogtion code and password amigxwd to individuals auihorzed by the Client, for use in oorrawtionWith thePmgram or the gystom. "Acccawt'" moans the WsterCard account number assiped to a Cardbolder and/or the Client, the xeldted ,'a�•CtrtrJ:'lxedrt�-suahancAvrrtzzuz►zirnr. "Account Credit Limit" menus the upper limit established for an exteztsion of oredit that the Bank may audimizo vAthrespeotio mx Amount. "Agreement" means Us Commercial Card Clasaic Agrrcement as it inay be amended from to time. "AssoctStion" Tnww MasterCard. "Authorized Vsae means ladividvals authorized by tha Client to access and use 11te.Progroan and System. ";BUA0086 DsyTM means a day on whloh both the Bank and the Fedora I Reserve Batke ate oporc for buslnm, "CaM" means a MMastex0ard card that ie zsaued by the Bank with xwpect to an Account. . Carel Request," means a wA tezt or oloctronio txnwmittal from the Client, request% the.Bank to issue a Card(s) or establish a aAcwunt(s). ICardbold 6r" sheens. (i) au individual in, wbose naru.e a Card ie iouod, aced (ii) any other employee, of£iow, d mi'or, orpeason mthorized by the Client or named Cardholder to we a Card or Amount, i "Cardholder A,gr eameot" mesas an agreement'betw= the Hank and a Cardholder, as a tended from.titm to time, governing use of-amA000unt. (� 'Tliant Account" Means tho awount of tiro Climt auto WMc4 the outstanding balances of all Amounts axe aggregated and for wJri4 the Client is liable. j "Client You dor" imams a travel agent, travel agency or any outer vendor of Ciientt authorized by the Client to obargo `l'ranseotiono to im Acootmt "Corporate Uabitiiy" means the Client is HAk Tor ail Ttansaotions on an Ac*wuut and such liability shall be as agreed to by trio pmlies and rofieoW on the Bank's r000rds and subjeot to this Agreement. "Credit il00 moms tho upper limit established for au oxtension of oredit that the Bank =ay authoxdze:iA ' conne�.ticawit'h tills I'xopm• undw this AgraeinettL "Ca'edit Lows" means all amourtts; i aeludvng arAy related oollcotiosn poets, clue to the 13ank in cormcctl= wJtlt any Account that the Bw& has •writton off as uzcoolleatible, onoludiEtg gaud. Louses, Worgnn dwoBarkAA Paso I or 15 V MONO alienia "C;ygld" means the monthly period ending on the same day each month, or; if that clay is not a Business ]day, then the following Business Day or preceding Business Day, as systems may require or such oUier.perfod as tho Hank may specify. " ratid 1osaes" means all amounts due to the Bank in connection with any Account that the Bank has written oft as uncollectible as a :result of an Account being lost, stolen,misappropriated, improperly used or compromised. "Internatioual Tr$usactiun" means any Transaction that is made in a currency other thanU,S. dollars or is rn'ffde in U.S. dollars outside Olaint and Several Liability" means the Client and Cardholder are Jointly and severally liable for all Transactions on an Account and such liability shall be, as agreed by the parties and reflected on the Hank's records, subject to the Cardholder Agroomont and this .Agreement, "'l fCC" trteatss,r lvt dltaiti'Ca Ci5"de as' asigna�'ed by - et ar "Losses" means all Credit Losses and .Fraud Losses. "Marla" meas the name, trade name, and all registered or unregistered servioe'marks of the Client, the Association and the Bank.. "NastorCs rd" means MasterCard .International, Inc. "Marchant" means any business that aceopts MasterCard cards as payment ror;goods and servioes. "?rogr2W1 means the commercial card system composed of .Accounig, Card -use controls, and reparts to (facilitate purchases of and payments for, business goods and serviam, established in connection with this .Agreement. c'X'rograw .Administrator" means an individual authorfz6d by the Cllerit to perform Various edministrativoond scoarity functions in connection with rho Program and System. "System" means the conduit througti which the Client can access Account and Transaction data and reports, "TransocUo,n" means a purchase, a cash advance, charges or any other activity that results in a debit to art Account. 2. Obligaliorrs of die Bank, in connection with the Client's parliclpation in the Program, the Bank shat): A. Establish Accounts and where applicable issue Cards with such capabilities as may be elected by the Client and agreed to by the Barak from time to time. Any Cards and any Cardholder statements will be delivored to a U.S. address of the Client or dardholder unless othorwiso agreed. The Accounts are non -transferable and non -assignable. The Cards shall remain the property of the Bank. B. no Bank may investigate the :identity of tha_Cliont and any proposed at exlsting Cardholder by obtaining, verifying, and r000rding personal Mentf�'ying information, and may if reasonably neeesrary obtain such information from third pante& C. Make evallable to the Client any eorperato liability waiver coverage extended by the Association in connection with suspected employee misuse of an Account. 70. In connection with individual billet] Amounts, pursue collection e'ff'orts with Cardholders for A.coounts, with balances past due up.to 12.4 days afier'the billing date, JPMorgnn Chase Bank, -KA, Pap 2 of 15 V 092.112005 elns9la E. Insurance covoraga has been obtained which meets the requirements as outlined below. CONN]^ RCIAL GEl ERAL LIABIL= Limits of Liability Bodily IWury and Property Combined Single Limit Each Ocourrence $1,000,000 General Aggragato Limit 52,000,000 Personal and Adv, .Injury 81,000;000 —Prod ucts/_Com.letodD .omtfons 1000,000 Enders -mom Required MPA and The City o#`Miami included as an Additional Insured Employees included as insured Contractual Liability -- A'UTC7Iir OB=EE`BYJSIN SSS Limits ofLiabtlity Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 Endorsements Required MFA and The City of Miami included as an Additional Insured 'VJOI`�R`S CQMPENS.A.TdUN Limits of Liability Statutory -State of Florida EYMOTERIS LIADIIATY Limits of Liability VW,000 for bodily injury caused by an acoident, ,eaoh accident $100,000 for bodily injury caused by disease, eaoh omployee 5500,000 for bodily injury causal by disoaso; policy limit 0. Obligaiian,s of6p, Matti, In connection with the Program, the Clietit shalt; A, initially request a minimum or ten (.10) Acoounts in connection with the Program by submitting aCard 'Request. Prom time to time the Client may submit to the Batik a Card Request Form for additional cards, The Card 11equost shall be in a. Torm approved by the ,Bank, shall inolude all information rcquirad by the Bank, and shall be accornpsatied by such evidence, of'authority for the Card Request as the Bank may requlro. Ali Card Requests shall be delivered to the Bank in a secura, encrypted, or password protected format, By submitting any Card Request, the Client represents to the Baal; that'the information contained therein Is consistent with the Client's own records concerning the listed Cardholdor or entity, The Client represents that the Cards and Accounts to be issued and established under this Agreement are substitutes for accepted cards and accounts; or will be sought and issued only in response to written requests dr applications for such Cards or Accounts obtained by the Client'from, the prospective Cardholders in accordance with Section 226,12 (a) of Xegulation 2 .of the Federal Trudi in Lending Act, The Client shall retain such applicatfans (paper or electronic) for any A000uat when suah application is not provided to tha Batik, for a period of twenty-tivo (25) months after..the application has been received and acted upon, The Client agrees to use reasonable security precautlons to safeguard Accounts in connection with their storage, use, and dissemination of'Accounp. 13, Notify each Cardheldor that the ;A.ccourats are to be used only for business .purposes, for purchase transactions, travel and entertainment, cash advances, and fleet and .fuel transactions in each case that bwelit the Client either directly or indlrr city, C. Clearly disclose to each of its Cardholders We oxtent, if any, to which the flank will provide . JPMatgan Chose Bank, NA, V 09202005 clsnstc Page 7 or 15 Transaction and Account information to third parties, D.. Make commercially reasonable efforts to (i) maintain a process ensuring timely and accurate raimbursetnent of all business purchase transactions to its Cardholders, (it) not oxoeed the Credit Limit or permit Cardholders to axoecd the Account Credit Limits, and (iii) colleot and destroy any Cards it no longer, requires in connection With this Progmm, E. In eonnootlan with Saint and Several Liability Programs, (i) provide the Cardholders with tho Commercial Card Cardholder agreement attached, if applicable as Exhlbtt C, and (ti) snake commercially ensure_that..Cardhalders_comply_With the Csrdholdcr Agreametttsu F. hrirnedtately notify the Bank of any Account for which the Cllcnt no longer hag use. Q. Immediately notify the Flank by phone of any Account that the Client knows or suspects has been lost, stolen, misappropriated, .improperly used or`compramsed, I4. Comply with all requirements of any oorporate liability waiver coverage. Any balance outstanding associated with an Account for whioh a corporate liability waiver is requested shall become immedlately due and payaUle. . ii I. Notify the Bonk of any Transaotion 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 Dank 'in attempting to obtain reimbursement Bram. the Merchant,. no Bank will use commercially reasonable efforts to assist the Client In attempting to obtain reimbursommt from the Morchant; provided, however, the Client understands that no chargebaoks will be granted for Transootion8 resi4drig from Account usage where a Cardholder's name is not embossed on a Card or where there is no Card associated with such A.coount 'rho Client or Cardholder shall not be relleved of llabitity for any disputed Tsansaotion if the chargeback is rejected. The Bank shall not be liable for any Tmnsact on where notice of the disputed Tradsaction Is roeolved f ra the Client more than sixty (60) days after the last day of the Cycle during which such Transaotl4on is charged to the Client.. The Client shall riot 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 Merchantas to the goods or serviom purchased from such Msrobant which has honored the Card for that purchase. .4. Vabfliates of the Ghent, A, Regardless of any established Credit Limits or Account Credit Limi(s, the Client agrees to pay and perform when due all of its obligations, including without limitation. i), The Client shall ranke paymentmonthly for nit transactions posted to a Corporate Account as reflected on a periodic Invoice during a oyolc within twenty-five days of .the cycle date or if suoh day is o Saturday, Sunday or a Bank holiday, the payment shall be due ot1, oither the previous or the next Business Day as specified on the periodic statement (the "PaymentDate"). Y all or any portion of a payment owed by the Client .is not reocived by the Bank by the Payment Date, then the amounts outstanding shall bear interest, from the Crst day after the Payment Jute: to tile data an whioh the Bank receives such payment -In full, at the Finance Charge Rate listed in Schedulo-B,. Such interest shall be calculated -on the average, daily outstanding balaaoe for each day during such period and on the basis of a 360•6y year, it) With respect to Joint and Several Liability. Acoounts, the Client shall pay to the, Bank, within ten days bfwritten notice, all amounts awing and payable under or in conmection with each such Acoount not paid by a.Cardholder within 120 days of the first billing, R Tltc Client shall irnmodiately notify the Bank by phone of any Account that the Client knows or suspoots has been lost, sullen, misappropn;atad, improperly used or.00mpromised. 'The Client will bo liable for all izansaationa,made on; n Account,ljr,pr to n.a flcation of such lost, stolon, rnisappropriAted,. improperly used. or compromised Account, The 'Cliont will furthor be liable For Transactions after such notification has. ocourred if such Transactions result in a dircot or Indirect benafrt to the Ctient or any Cardholder, JPMorgpi Gtmsd Bank, NA. Pag® 4 or 15 V 092020'05 olasslo, C. 'rho Client's obligations shall be enforceable regardless of the validity or enforceability of a. Cardholder's obligations, The Client waives any defenses based upon any i) .exarois% delay or waiver of Any right, power, or romcdy under any Cardholder Agreement, li) bankruptcy or similar proceedings, or any discharge, affecting a Cardholdor, the Client, or others, til) modification of any Cardholder Agreement, av) settlgrttent with or -release of any CaFdliolder,-ancUon - - -. - ____ _. _ ____...- _ _ -- _-•-- - _ -.__ _ _ - v) action, inaction, or circumstance (with or without the Client's notice, knowledge, or oonsent) thatvar.:les the Client's rlsks•or inight otherwise legally or equitably constitute discharge of a surety or guarantor, Tye Payments under this Agraement shall be made in U.S. dollars drawn on a U.S. bank or a U.S. branch of irei embank. .B, If the Client allows a Cliont 'Vendor to ohwge Transactions to an Acoount, .the Client is solely respon.siblt± for instructing suoh Client Vondor in the handling and procossing of Tmnsactious, Client '`Vendors are for all purposes agents only of the Client and not of the Bank, No fee sliall W, payable by the Bank to any Client Vendor for performing, any services. The Bank may roquim the Cliont to deliver to the Bank authorization information :for each Client 'Vendor. inolttding, .bat not limited to (a) tha naate and address of eaoh authorized individual oftbe Cliemt Vendor, and (b) such other information In such format as the Hank may in its sole,discrotion require. The Client shall immediately notify'the Bank upon revoking a Client 'Vandor's authority. Notwithstanding anything to the contrary in this Agreement, the Client shall be liable, for all amounts owing and payable tinder or in oonneetion with each such Account an:d this Agreemont. 5. Liabilllles of the Cardholder. In connection with any Joint and euoveral Account, the Cardholder shall be liable for all amounts owing and .payable- under or in' connection with such Account, as provided in r(t® Cardholder Agreement and this Agreement, 6. Credit. A. The Bank, at its sole discretion, may authorize extensions + f credit with respect to (i) each Account up to the Account Credit Limit, and (11) all Accounts up to the ,Credit Limik The Bank is entitled but not obligated to decline authorization of any "Transaction that would result in any Credit Limit or Accotint Credit Limit being. exceeded, `Z~ otwithstanding the foregoing,. if the Client and/or the Cardholder exceed alto Credit Limit andlor the Account Credit Limit,. the. Ciiont and/or Cardholder shall pay all amounts exceeding the Credit Limit andlor Account Credit Limit as applicable. D. The Client shall provide the Bank with copies of Its consolidated audited Financial statements, Including its annual inoorne statement and balanoe sheet, prepared in aoonrdanca with GAAP, as soon as available and no later than 180 days after the end of each flsoai year. Tiie Cllertt shall provide such other current financial ittfor ri tlon as the Bank may request from liras to time. If applicable, the Client will laotify the Bank within live Business Days of any change in the. Client's. bond rating, The Bank shall be entitled to receive, and to rely upon, financial statetneo provided by the Client to Bank affiliates, whether for purposesof this Agreenncnt or for other purposes. C, `ilia Bank at any time may canoal or suspend the right of Cardholders to a1 any Account or Accounts, or decline to establish any Account. The 1Bank may, at any time, Increase or decrease any Account Credit:LiMR or khe.Cv,. # 1 imii,,modlfy the payinont terms, or require the provision oEcollateral or additional eollatgral. D. The Bank may •Prom time to time require MCC authorization restrictions in connection with the Program. JPMot°gen Ct>esc 8nnk,:N.A.. k'aga 5 of is V 09202005 otessic I,, Notwithstanding the lbregoing, the Barb shall not be obligated to extend credit or provide any Account to the Clictlt or any Cardholder in violation of any limitation or prohibition imposed,by applicable law. 7. k'ra� am and 7tsfenr ;faeces, w A, The Banat may provide the Mont with passwor&proteoted dally aoeess to Account and Transaptlon data, reports, and account maintenance funations through use of an Access Code. The Bank shall assign an initial ' Access Code to the Program Administrator, The Program Administrator shall create and disserninata Access Godes to -Authorized -Users, Such-acvoss=.shall-be proAdM in-woordartco with-s.ugh.znastuals,_lraining inaterials, and other information as the Bank shall' provide from ilme to time, _ _Y t B. The Client agrees to be bound by and follow the ooinmeroiaily reasonable security procedures, terms and conditions that the Bank may oommunicato from time to time upon notice to the Client. n Client shall saF grs uar7i a11� ceess Cc es an be respana a or a use o Access o es issued by the Program Administrator, The Client agrees that any aoeess, Transaction, or business conducted using an Access Code may ho .presumed by the Bank to have been in the Client's aam'e 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 C[iertt, D. The Bank. is authorized to rely upon any oral or written instruction that designates an Authorized User until the authority of any such. Authorized User is changed by the Client by oral or written instruction to the Bank, and the Bank. has reasonable opportunity to act on auoh instruction.. Each Authorized Usor, subject to written, limitation received and accepted by the Bank, 18 authorized on behalf of -the Client to, open and clove Aocounts, deNtguater Cardholders, appoint and remove Authorized Users, execute or otherwise agree to any form of agreement relating to the Program, including, without'limitation, rnsterials related to security prooedurea; and. give instruotions, by means other than a written signature, with respeot to any Account opening or olosure, designation of Cardholders, or appointment of Authorized Users, and any other matters In'contnecdon with the operation of the Program or the System, E. In connection with use of the System, the Client may instruct the Batik to furnish specifia Transaction data to third }parties that provide reporting products or services to the Client, The Bank will tronsrnit the Transaction date, without ropreentatiorl or warranty to such third parties identified in such instructions. 8. ,Representations and Warniniles_ Each party represents and warrants that this Agreemerit constitutes its legal, valid and binding obligation enforceable in accordance with its terms, and that execution and performance of this Agreement (i) do not breach any agreement of such party with any third party, (ii) do not violate any law, rule, or regulation, or any duty arising in [av or equity applicable to it, (iii) are within its organizational powers, and (iv) have been authorized by all nooessary organizational action of such party, 9. Fees and Chargos. The Client agrees to pay the fees and obw!gm as specified by the. Bank, .from,thne; to time. The, fees initlaily applicable are specified in Exhibit B a[twhed hereto. The Bank may change the fees and charges payable by the Client on a prospM.1vo basisat any time provided the Bank notifies the Client at least thirty (30) days prior to the effectivo date of the change, Should there be'a need to perform.servioes other than those specified in Exhibit B, the Client agrees to pay the tees and charges associated with any such. service. 10. 71mnihation, T'his.Agreetnant shall have on initial toim of three (3) years from the date f1ml. written shove unloss otherwise terminated pursuant to the provisions of this paragraph. Thereafter, this Agreement shall be renowed for two (2) one-year tetnls upon the anniversary of the effootive date, This Agreement inay be terminated by the Bank at my time for,any reason and the Bank may refuse to allow further Transactions or revoke any of the Accounts at.any time and ror any reason. The Client also may terminate this Agreement -and/or oancel any or the Accounts at any limo and for any reason. The Client shall immediately pay all amounts owing tindor this Agreement, without set -oaf or deduction, and destroy all physical Carets 6imisliod to Cardholders, The Bank ry l) assign tho Client all Its rights coneeming such amounts paid. In the event collection is iaida-ted by the Bank, the Client shall be liable for payments of reasonable, attorneys' .fees, including but not limited to JPMogon Chane BoLik, N.A. Pqp 6 or 15 v 09202005 ulussio reasonable in-house counsel fees incurred by the Banka Sections 2.1% 3.13, 3.0, 3,13: 3.1, 4, 5, 6.A, 7, 9, 1,0, 11, 12, 13,15, 16.A; l6.C,1d.F,16.C,16,H, 161, 161„ and 16.N shall survive the termination of this Agreement.. 1. ,0afaull. As used heroin, "Default" inoludes (1) the Client faiiing to remit any payment to the Bank es required by this Agreement; (11) either party ding or suffering a petition as debtor In any bankruptoy, reoeiverahip, reorganization, liquidation, dissolution, insolvency, or other similar proceedings,. or malting any assignment for the hanofit of creditors; (iii) default by the Client under any material debt owed to any Batik. rdlated entity; (lv) any material adverse change in -the business, operations - or financial condition of the Client. i -1.2, .Remedies and D'amagw� _'Qpon the _event of a Default, either party may terminate thin Agreement or the Hank may, at its sole option, suspend Its services or"obligakons. iz� the event of i'eiminaIon; Bek�eserves the — --- — — -- right to declare all obligations of the. Client hereunder immediately due and payable. Excopt for roniodles expressly provided herein, termination will be, a party's sole remedy for breach of this A.groerneriL In no event l shnll termination or expiration release or discharge the Client from its obligation to .pay all amounts payable under this Agreement, 13, Lintdtation of ,l iabllily and The Bank will be, liable only for direct damages If It fails to exercise ordinary care. The Bank shall be deemed to have exercised ordinary care If its action or failure to aot is' in conformity with general banking usages or is otherwise a comrnerclally roasonable practice of the banking Industry, The Hank shall not be liable for any special, Indirect or consequential damages, oven if it has boett advised of the possibility of'these damages, Subject to applicable law,, the Cliata will indormify the Bank for•all claims, costs, demands, expenses, liabliltim and losses, including reasonable legal feces and expenses, arising from any claim of a third party relating to any action taken or not'token by the Bank pursuant to this Agreement,. unless the action or non -action constitutes the lack of ordinary care or wilkful misconduct by the Bnnk, or the 'breach of any provision oi' this Agreement, • This provision shall survive termination of this Agreement: as to maito•rs that ocourred'during Its term 14. Noiicm, All notices and other communioatIon required or permitted to be given under this Agreement shall be, In writing exoept as otherwise provided herein and shall be effective on the date art which such notice is actually received by the party to which addressed, All notices shall be sent to the address set forlh below or such other address as specified In a written form fwm one party to the other.. To the Bank: JPMorgan;Chase Bank, N.A. 300 South.Ftivarside Plaza, Suite-ILW199 Chicago, Illinois 60670.0199 Attu. Commercial Carel Contracts Manager To the Client: Dopadment of Off -Street Farking of the City ofMiarnl d//bA lY IMI Parking Authority 190 North East Third Street Miami, Florida 33132 Attn: Claudia Saintanne 15, Col f dentiality, Except as expressly provided in this Agreement, and as required by law, all Information furnished by either party in oonnectlon with this Agreement, the Program, or Transactions thereunder shall bo' kept confidential andused by the other party only in such connection, except io the extent such information (a) I$ already lawfully ktlown iuhon received, (b) tberctfl:er becomes lawfully :obtainable from blher sources, (c) is required 'to be disclosed to, or in any document filed with the Seourlties and Exchange Commission, banking regulator, or any othor governmental agencies, or .(d) is required by law to bo disclosed and notice of such disclosure, is given (when legally permissiblo) by the disolosing party, Notloe under (d), when practicable, sliall be given sufficiently in advance of the disclosure to Permit ,the other party to take legal notion to prevent disclosure. RAoh patty shall advise all employees, consultants, agents, and other representatives (collectively, "Repreeeritatives') who will have access to confidential information about these obligations. A party shall disclose confidential information only to its Xopresetitadvos Involved in this Agreemeni, the )Program, or the 7ransudons. TJpoa termination of this Agroerhent, each,party shall, at its option, return, dostroy or render unusable, and discontinue use of all oopios of'the other party's Confidential information upon request of the dt'Morgsn Chne Saab, N.A. Pugin 7 of i$ V 09202005 dmsla other pnrty. The party receiving such request may, because of syaEern requirements or as may bg required by its own .record keeping requirements, retain any of the other party's Confidential Information, provided., however, its obligakan of oonfidential treatment shall remain in place. If requested in writing, such parry shall certify its oornpliance with the foregoing provisions, The, Bank may exchaagc Client and Cardholdor confidential information with affiliates. The Bank may also disclose confidmitial information to service providers in connection with their supporting the Bank's provision of Progrnm.services. Such providers shall be obligated to keep that information cont'idential under the soma terms and conditions as set forth above obligating the Bank, The Bank mayexohange credit or other information concerning tho'Client or Cardholders with credit reporting ogenoies and Merchants (and, in the case of Cardholder in formation, with ,the Client), including but not limited to information -concerning Transacilona,.p mens histoxyreirttbursements, and omploymont status and location, The dank may in its sole discretion make an ncivers0 report to: precltt reporEing ag6noies rf a` Cai-dhold'er fails-t`a— – - - -- pay or is delinquent in paying an Account. The restrictions on use in this Section 15 shall not apply to information or data In aggregated and/or anonymixed form, and shall not prohibit the use by Banlc of any statistical, aggregate Information that is not identified with �- – ` the Clreir t or 1G1er�hariF'For area ion of"sfa Rica/' ma R-61jag studies tot researo , pro uct eve opment an promotion or strategic, planning, 16. Mixaellanooim. A. Exoept as otherwise provided herein, rieither party shall use the .name or logo of the other party without its written ccinsont. If the Client elects to'have its Marks embossed on the Cards or provide them to the Bank for other uses, the Client hexeby grants the Bank a non-oxclusive 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 hold to be luoperative, unenforceable, or invalid, such provision shall be inoperative, unenforceable, or invalid without •affectfng, the remaining provisions, sad'to this end the provisions of this Agreement are declared to be severable, Failure of either party to exercise any of its rights in a. part,ioular instanco shall not be construed as a waiver of those rights or any other rights for any punpose. C. Nothing in this Agreement shall constitute or oreate a partnership, joint venture, agency; or other relationship between thaBank and the Client. Ta 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 ba acting as an independenl contractor, ra, In the regular course of business, 'the Bank gray rn,onitor, record and retain telephono'conversations made or iaitiated to orby the Bank, from or to the Client or Cardholders. E. The terms and provisions of this Agreement shall be bindingupon and inure to the benefit or the Client and the Bank and theh° mpective successors and assigns, This AgmrnQnt, :or any of the rights or.obligation$ hereunder, may not be assigned by the Client without the prior written consent of the.Bank. In no ovmt shall the Client be relieved of liability to the Hank arising hereunder unless and until a•purohaser, transferee, assignee, or other successor, in interest to the Client's business shall' exp essly assume sueh liability in writing and the Bank acoepts such assumption of liability In writing, >4ihiclt aecept;moc by the Bank shall be solely within the, bank's d"rs=d on, F. The Bank shall not be held responsible for any act, failure, evens, 'or circumstance addressed .herein if suoh eat, failure, event, or circumstance is caused by.coaditions beyond its reasonable ountrol. (i, This Agreement embodies the entire agreement and understanrling 'belwcon the Client nad the Bank and supersedes all prior agreements and understandings between- the Client and the Bank relating to the subjeot matter hereof All representations and warranties of tho Client contained in this Agreement shall survive the execution of this Agreement and oomummatlon of the transaotlons contemplated hereunder. II. This Agreernent may be amended or waived only by notfoe 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 hexoto, JPMorgirn Clmae flank, Rll Pup B or 15 V 09202005 ctasslo i 1, Any taxes (excluding federal and state income taxes on the overall net income of the Bank) or other similar assessments or charges 'payable or ruled paydble by any govetrimental authority In respect of the Agreemetit or the Transactions contemplated hereunder shall be paid by the Client togethor with interest and penalties, if any. , J. To the extent that the Client would have or be able to claim sovereign immunity in any action, claim suit or proceeding brought by the Bank, the Client irrevocably waives and agrees not to .olaim,suah immunity with respect to the enforcement of any provision or against any cause of action arising directly from the — -- • - - ---cantraotual. duties and dbligations of this Agreement. Nothing. in this provision should be construed to mean that the Client card not plead or enforce any legal defenses or limifgiions ofdaanages that it mny-otherwise havo olther_ under this Agreement or by law, K To the best of its knowledge, Bank represonts and warrants to Clieht that rank does not and will not engage in discriminatory practices 'and &t there shall be no discrimination in conneot'ion with Bank's pet arm n, a lin er thisAgreemen onaocona n£ race, cd7or, sox, %1igtan, age, ion dcap, marital status or national origin. Bank fltrther oovengnts that no otherwise quaiiflod individual shalt, solely by reason o'f blslher race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denlcd wrvicos, or be subject to disorlmination 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 mgmber of.Bank, no employee, and no subcontractor under this Agreement nor any immediate famlly member of any of the same is also a member of any board, commission, or agency of Cliout. Bank hereby roprosents and warrants to the WA that throughout the term of (his Agreement; 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 reprasentatives, to any books, documents, papers, and records of 13auk which are directly pertinent to this Agreement, for the purpose of audit, examination, exaorpts, and transcripts. Client mvy,,al reasonable times; and for a periodof up to three (3) years fallowing the date of final payment by Client to Bank under this Agrpament, audit, or cause to be audited, inspect or cause to be inspected, those nooks and records ofBank which are related t9 Bank's Orformance under this Agrc=at, Bank agrees to maintain all such books and records at its principal place of business far a period OF three (3) year's tdtor anal. payment is made under this Agreement and all other pending matters are closed, Bank's £allure to adhere to, or refuse to omply 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 ar<k's audit reports related thereto, N. Ilauk understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Client's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by Client and the public to all documents subject to disolosure 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. Barak shall, at all times during the term hereof, maintain such insuranec coverage as maybe required by Client for .the term of this Agreomenl'arid any extensions hereof. The insurance Fequiremerits for the three-year term of this Agreement are set forth in Seo'tton 21. haroto, Bank understands that such Insurance Requirements will be reviewe=d anal my be revised by Client if this Agreement is extended; All suoh insurance, Including removals and types of covbrago, shall be subject to. the approval of the City of Miami (the "City") for adequacy of proteotion and ovidenca Of such coverage shall be furnished to the Client and the City an Cartifloates of Insurance indicating suoh insurance to be in force and oftbot and providing that it will not be oancelad, modified, or changed during the perfarmanco of .the Scrvioes under this Agreement without thirty (30) calendar'days prior N notice to the Clieht. Completed Certifloatesof Insurance shall be OW with the Client .prior to the performance of Sorvieas borciindor, provided, however, that Bank shall at any time upon roquost t(le duplicate' noples of the poltoles of such insurance with the Client, IPMOrgon Caeac Aenk, NA, Page 9 of 15 V 09202005 ctossta If, in the judgment of the Client and/or the City, proyailing conditions warrant the provision by Bank of additional liability insurance coverage' or coverage which is different in kitid,, Clicntreserves the right to require the provision by Hank of an atnount of coverage different ftom the amounts or kind previously required and shall afford written notice of such chango in requirements .thirty (30) daysprior to the data an which the requirements shall take offect. Should the Bank fail or rof e, to satisfy the requirement of changed coverage within thirty (M) days following Client's written notice, this Agreemenf shall be considered terminated on the date that the required change in policy coverage would otherwise take effect Section headings in this Agr=eat are for convenience o.f.refexence only, and shall not govern the - - - - - - - _ - nCerpretntia"otmy-of the -provisions of the Agreement—The-words "hercof ,`°herein"' and "hereunder" and words of similar import when used in. this Agreement shall "refer to this Agreement , as, a whale and'naE to any partioular provision of this Agreetraent. Q, lntamati000l Transactions and Fea. If on International Transaction is made in a, currency other than U.S. dollars, the .Association will cnnvmt the Transaction itato U S dollars using .its resp tiv� s'�lzrea�y_ - conversion procedures. The exahringr rate the Assooiatiou uses to convert cuiranoy is a rate that it selects either fCom tho range orrates ovatlablo in the wholesale currency markets for the applicable proomiq data (which rate may vary from the rate the respective entity itself receives), or the government -mandated rate in effort on the applicable; processing data. The xale In effect on tate Applicable processing date may differ frorn the rate on the date whon the Intelnational Ttansaotion occurred or when the Account was aced; Tisa Hank reserves the right to charge an internatiotial Transaction lase, as specific{( in Sxhib'it B. The Zntornattonal T"ransaotion Fee will be calculated on the U.S, dollar amount provided to the Bank by the AssodattonY The same procosa and charges may apply if any International Transaction is reversed, R. This Agreement may be stgnpd In one or inore counterparts, each of which shun bean original, with the samo erect as if the signatures were upon the Same Agreement. This Agreement shall .become effective as of tho data first appearing above when each of the parties horew shall have signed a counterpart hereof, S. TRIS-ArmEMENT SxTALL i3is Cxt7VER ED BY AND CONSTRUF.d'J IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT TM LAW OF CONFLICTS) OF HE STATE OF NEW YORK, BUT 01r1JN0 EFFECT TO FBDERAL LAWS APPLICABLE TO Nfi.TIMAL BANKS, GX.,MNT HEREBY WAMS ANY T.ICIRT'TO I' aSONAL SEItVTCE QB ANY PRocESS IN CO1'dNECTioii WbTx ANY ACTION, AND PTEMY AMES Ti:3AT SERVICE MA,Y BE ,MADE BY REGISTEIRED O$. CMTITiED MAIL ADDRESSED TO THE CLIENT AS SPECMD IN SECTION' lel, M FAMISS HEREI3'Y 'WAM ANY MCHT TO A MAL BY J M.Y. JPMOROANMASE BANK, N.A. By Name Title t/iCE PRESIPANT Morgan Chao )3ank, N,A, V 05202005 al-4seto rasa to oras DEPAUMENT OF OFF-STREET PAMM OF CITY O MAUI l' IIIA MiArdl. PARKINt3 t3UT T. By j - - --- Name �,vtJ t�.t d v_ Y Title C-` Clientt Attastaflott: ' The und=lgrieci, a duly authorized oflloor or representative bf the Client, does k oreby oertify that tha,Client 1ias been duly authorized to enter'into and perform this Agreement and that the person signing above on behalf oCthe Client, whose execution of This Agracment was witnessed by the undersigned, is an of5ror, partner, member or other representstivo of the Ghent possessing authority to execute tht's Agroorrlent. By——_ _ Name: Title: �"l�vtel The pMon signing fheAttestation shall e Sornepne 1 Brent r4m a person 5[gatn a ve on heist o the Client. WIT SEES: IDEP TMENT OF OFF -S PARMG OF T.BB CITY OF ML4MI 'DAWA MAW PARMG ASU C}X;2X'I'Y APPR.OV.ED AS TO FORM AND CORRECT YSS DEPART NT OF OFF -S TPEBT PARYJNtx OF n -M CITY OF MIAW DfJB/A MAW MRWO At7T.t;3ORITY City Attarno Date; APPROVE' D AS TO XNSURANCE A N FwS PAR MNO OP THE CITY OF MIAMT W.B/A MIAMI. PARI ONG Risk Msn tlAAyftinis ator Date: I • �5 / Cl VMorganChase,Osn%N.A, NBC Il 0Y 15 Y 09202DOS dlassic +~ RIBIT A M&STERCO'VERAGE© LIABILITY PROTECTION PROQRAM GUIDE (separate document sant olectrontca]Iy) JPMorgm Cltoae Soak, N.A. Pogo 12 or75 V p9202M olessla EXMBIT'D TO CCMMUC1AL CARD CLASSIC A:CIREEMENT DEPAIt I ENT OF OFF-aTREST PARKMO OFTH8 CITY OF MIAMI D/B/A M1AMi PARKING AUTHORITY INCENTIVES & FEES ",&vern 3 Annual Spend per Card" means the result. of annual ChargoVolume divided by the average number of - - - - - -- - open. UC number Cgp_on AccountaIs oalculatod as the, ruimber of;Aocount9 open at each month,end, .avoraged over a Calendar year. ";Average T�ans$dtion fize" momis Charge Volume divided by the totat .number of transactlons inoluded in the. oaloulation of Charge Volume for any given period. harge nlu e" means rota CT:S dotal larges m e an'an comm , nok o roto -`i- a, an—lc exc a tng cas advances, rraudulont charges and any transactions that do not qualify for interchange under applicable A,ssoolation rules, j s`Credi news"means all amounts due to Bank in connection with any A caount that Hank has written off as uncoil'eotible, excluding Fraud Losses. "Fraud Lo6ses99 means all amounts due to 'Bank in connec'ti'on with any .Aocount that Bank has written off as uncolleotlblo as a mali of card being lost, stolen, rnibappropriated, improperlyused or odlnpromised. "Losses° weans all Credit Losses and Proud Tosses, "Settlement Terms" means the comb nation. of the number of calendar days in a billing, cycle and the number of j ealmdar days t'ollowiug lire end of a billiirg dyole to Lite date the payment is due, Settlement Toms are expressed as X & Y, whem,X is the number of Calendar days ht the billing cycle and Y is the number of calendar daye fallowing the end of a. billing oycle to the date the payment is dote; ",S,,Bead oft'avinont" means the number of calendar days after a billing cycle end until the date that full payment t of the cydls end balance is posted by the. Bank. JPMorgna Chmb Bank, N, /L Fagc 13orls v 119202005 01auda 17MAT 5 Val tate ROW Bank will pay the Client a rebate based on the annual Charge Volume, nobieved according to the fallowing schedule. 'fhe rebate will be calculated as the Rebate hate times the annual Charge Volunao. ' Annual Charge , Volume Rebate Raie ipso) '$1;000'000 "0.82%° — $2,000 000 0.85% $3,000,000 0.93% $1,000,000 0199% $a 000 000 1,00%a $6,000,000 1,01.% $7 000:000 1,02% $8,000,000 1,00"/a $9,000,000 1:04% $i0,000.,000 1,051/o $12,500 000 1,06% $15 400,000 1,07% $17,500 000 1.08%a $20 000 000 1.69% iydhridlna113z11 and Tudividual Tray Rebate .Adlua anent For trmval Charge Volume that is individually billed or individually paid, subtract 0.050/a. 1 Sueed of Paynneut Pscaintor i IF eM=toleols billing and payment terms of 30/7 instead of 30114, then 0,07% will beadded at eaoh tier level in the above rebatesohedule. Genu Itr'Rebaft Teems 'Rebates will be calculated annually in sam=rs, i ebato amounts. arc subject to rcdootiora by all Losses, subject to Section 4B of the Agreement, If Losses oxcpod the rebate earned for any calendar year, )bank will invoice the Client for the amount in ex;sass of the rebate, which amount shall be payable within 14 days. (Upon termination of the Program, tha tosses for the six-month period immediately preceding the temilrtation will be deemed to be equal to tho1o6ses for the prior six-month, period. In no event shall the Bank pay the Client a rebate for the year in whiolt this.A,groomont is terminated, RPWo payments will ba made in the first quarter for the previous calendar year via Automated Clearing MOM ("ACIrT credit to.an account designated by, the Client.- To lient:`I'o atatailify f6r nuy rebate payment, all of the• t'ollowlug conditions apply. a, Settlement of any centrally bllled aepount(s) must be by check or by client initlated ACH or wire, b. Payn,'aenta must be reaeived by Bank in accordance with the Settlement Terms. Delinquent payments shall be subject to a Finance, Charge as apeoified below, Settl*oment'Terma are 10 & lh, o, The Average Transaotionui= must be greater than $1.00 for the calendar year, I The Avorago ,Annual Spend per Card must be ldast $10,000 •for 'the calendar year. 0, The Client is not in Default under -the Agraement, MMorgan Chose Bank, NA. Boge l� or 1$ V M0200 MUST° EM Artau al Card Taes* *(Assessed in January based on.prior yoar spend; 10-oard minimum required) Loss than $500,000 annual Charge Volurar Waived Groaterthan or equal 0500,000 Annual Charge'Volume No charge Plastic Design (assessedper order) Standard No Charge Gra�Ea�ard�.�4i��.tu��.attlz�clard.��I1�� G�chot.stamp..lago4lTA �har�e Additional Logos $350 per si do per proof *(Available only for programs with 20 or niore•cards) Copy Retrieval pee (applies only to non -disputed. items) T8,00 per receipt FAST Card (24-hour card rcl5laoomont) $20 per card Cash A.dvanao 2°to ($3,00 minimum) Finea,00 Charge Rate (applies only to past due aocounts) prime Rate+ 21A Tnw,mationat T'ransactfon Fee: up to 'l% of the transaction amount )(Uporting ree8 Smart Data .OnUne—Manthty Subsoription Fee Walvcd Caandholder Teos' (Applies to individual billing only) Late Payment Foe $15 per Card' per past • due paymentby Cardmember Roturmed Check Fee $15per Cardrnomber ohook returned Finance,Charge hate (applies only to past due "counts) Prime ;Rate+ 6.4% Data Tile bees (T&A Expense Syt;toln or 113PX Sys€exon) Set Up Fee $300 per prograan Moathly FM • $50 per program per month Other Should Client request servioes not in this sohcdule, Clipnt agrees to pay the fee associated with such nervi". fPMOrgen Chine Aantt, N.A. PaOo 15 of 19 V 0920200S 01MA3 CERTIFICATE OF JPMORGAN 014ASE BAND, NX..MNAL ASSOCIATION 1, E+va. Loeffler, DO HEREBY CERTIFY drat I am a duly elected aad qualified Assistant Secretary of J'PMorgn Chase Batik, National Association, a national banking association duly organized and existing under the laws of the United States of Amorioa (the "Barak") acid that set forth below is a true and correct copy of resalations duly adopted by the directors of tlhe :Dank pursuant to a unanimous writtori consent dated .January 17, :2007, I further .certify that said resolutions, at the date _ hereof,_are-stilLin full spree and 9irbgt_ RESOLVED that Than agreements, oontractq, indentures, mortgages, deeds, releases, conveyances, assignments, transfers, certificates, certifications, declarations, leases, discharges, satisfactions, settlements, petitions, schedules, ,Accounts, affidavits, bonds, undertalcingss, guararitees, tti'n^riw:a. rarntictiHnrie t�atr�a.�rle »rnnfa n$ .7at,t wln:rnn ronnrrin nnbaa airsr,r:Fttirtrr inriah+Rt�npac_nf ' �Plvloegan Chase Bank, (& "Bank', grad any other contracts, instcuments or documents iii connection with tho oonduct of the business of alae Bank, whether or not specified in the resolutions of the Bank's Board of°Directors (flee "Board") may -be signed, executed,, acknowledged, verified, delivered or accepted on behalf of the Bank by the Chairixian. of the Board, the Chief Executive Officer, the President, the Chief Operating Officer., a Vice Chaimati of the Board,. a Vice Chairman, any mernber of arae Operating Committee or Executive Corzrinittee, any Execut%ve'Vice President, the Chief Financial Offieo�, the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any Senior Viae President, any Svlaria&.g Director, any Vice President, or any•other officer who the Seeretawy or any Assistant Sccrotary certifies as having a functional title or official, status which is equivalent to any of the faxegoiug, and• the seal of the Bax-ic -nay be affixed to an;y thereof and attested by the Secretary, stay Vice President or miy Assistant "Secretary; provided, however, that •any guarantees, comfort letters, or other letters of support issued by the Bank in respect of obligations of arty of the Bank's atfiiiates or subsidiaries ("Support Documents") may be executod only Where eouslsteat witli such .resoiutiorzg of the Board daW ilie date bareof, as inq be amonded, relating to the provision of .Barak guarantees and other support issued by the .Batik in respee't of obligations of Its subsidimies and affiliates; PMOL'VED that powers of attorney may be executed on behalf of the Bank by the Chairtnaii of the Board, the Chief` Ex;eeutive Of'f'icer, the President, the Chief Operating Officer, a Vice Chair= of the Board, a Vice Chairmaix, any member of the Operating Committee or Executive comnuttea, any Executive Vice Nesident, the Chief Financial officer,. the Trcasumr, the Controller, the Chief Rislc Officer, the Secretary, any Senior Vice President, and by any Mariaging Director having a rank equivalent to Senior Vice President;1yrovided, however, that such powers of attorney My not provide authority fox signing Support Documents except as where consistent with Bitch Maolutions of the Board dated the date .hereof, as may be amended, reistiug to the provision of Batik guarantees and other support issued by the Bankin respect of obligations of its subsidiaries and affiliates. I FURTHER CERTIFY that CLARE T. TRAMR, is Vice President of IPMorgan Chase Barak, Nanoid Association and is empowered to act in conformity With the @bore resolutions. WITNESS my hand and the seal of'Morgan Chase Barite, National Assoclation m of this 261" day of June, 2008.. Eva Loeffler Assistant Soorelary (Corporate Seal) THIRD AIAMMENT70 COMMERCIAL CARD CXASS'10AGREEMENT I J.P.-MORGAN C*IASE 'BANK,'N.-A, tNIS THIRD AMENOWNT (the Cord Vasslo AgreeMent ((hs• "Agreenlerit'),dated :as of July %:200� b6twsoo JP.Mogan Chase �thOBank"),:and is rniad. alm: of The Bank and the,'011ent abrao to amend1he I 'Whittloris, 6apf.tailzed,terres• used lo.this Am. andmprit.and d6flned lwtktoft,Wmelt 61u11 be -used herein as so diflfted,woapt as dthaMlaeprovlded hor,614 2. AmendmenL Thepartles. mu1u4l!y qtae to 4he extens9ori term.,of the A-greommt.as fdllolw '"rhe-Agraementtsh%ll be extended ontfl'-j Lily af the-Agreernent," .4.'. hvion'dw.mt, - U6 Agreement ls. rlor6by'Modlfled to.. Inborporate Ilia term's end VrNMOS, Of 4 new "RANIV erilled Vingle W0 , .U. o of the liavo boon ..an1qqdW from tlwl to time, ;shall codllftuv. In TdlI'f6ft;0 =4 Agree m%j;8 half remtfn - -enforapabia, and. blqdlrTg to 6. Plogybaok Prov.101on, 'At th-er Odle dIsGrAtIon df the Bank, -comm Me 48d 0.0 that d1lant is, not of )ua,sflirftq tido gomp'tlatioe'of tnpsuch 'ehiUy,WlIh thetpIggyback, prVvIsloww'AWilod to" tkion-18s,.11 I of the 'C1ly:0,ode or .is'ny ether pplicalple. 1my but alciah:such c0tnPllance.. B°noh sntt'Ey siltowed try than Bank to abta}n aornrnerciat•csrd.serufice5 ander this Ac�resm®nt s}tdli.dn ea tndoperition'tai any i3ftlar ontttY: Radii .'amou*4ua undpe the Ftgrasment related to: the 08.0 7. DwOerpods. This A-m-andmoni may be ex664ted In -aqy--numW of counte'rAqts, dIi of whloh wheh taken to,*gAther,shollcoiiatitUte.,.Das and Ilwsame, documentj may exewle'thls Amerfdmont,try,siontngary.f..sLtoh.,00unterpaits., IN-WMqE$S'VVH5RE0F., the Bank and -have catmed -this Arn6admaht to'be.exacuted II)YA41r: respeofive, -authorized -ofk6r.o as of - the affeattV,e<tfataJrittan JOMORGAN-01i NAe- Name- A 1511ettit Atastafton, :DSPIARTMENTOROFF-STPkT PARKING WME CITY �Klll( "rha undeOlped,'dftetor -OT the Qllan - t,4oss,'haraby.-ceal Iritis andpenorm lfils Amandment * and' the parfta bfUnIng above ad behalfvf the &eni, Q'nOerslgned, ]a an offloor,, partner, nigniber or otharopresontative of the .GlIerit'possessing autfie(Ity to execute this Ai'rlendnxant; By: Nome: P( 'q' -do TRIE), V-4 Pop i qr".10. '*Note: 7hci person-slOng the 4ttestatlon-shall.be,,,sonieoT.1'a different from the person- signing above on b8hall'OffiTe-011ant, EXHIBIT'S INCENTIVESAND F15ES .991!nn(a1V� an s1h a nut.11b or df, days .15atween 'the trwt a ctlon p-osCIng d a te.afidthe�.postlryo d at e0payni ant In foil, fwarAged over the t T, Large Ticket. Tranaaotlan Volume dWided by, thwtbttil ntimbet qf'1j(wsWtons lnbludeb' In. the qdlculaVan df %w9rago Lranr;6o([ow'8 Lzd' means'. Oftarqe;'Vdumo 1dIVIdod by thid,total numbar-of tranawlans -for-aloy giverl Parloo. 0146 VLquaurh &,mbans;Wal U.S. �ddllar-dWgaswady. on, a Bank, Oomwof.dl CEO, rrot.ofratur0,.;anU l— 1 . qhtok arftotlnli., any,transadolis that do.m(.qualffy fq? Interchange, unob.r -applicable �ssoeidtlon rules. V86 -Charge volqrroi "AtaditLosses" means 911 �amoumadue- to bank In oonneotlon wlthnny,.A000unt- lhat ii.ank,has written oxdludfng Fraud all -.1141ounts due io. Bank ln:qon nedtion with any Account th4tt Sai*' hapwritterl off 93 Mollectlilla-M a result of,acard %z�re _11okzt�jranwgtbff me Rog a traftsad!16n lhiatlho Avqoc[aljonhave,detelm, Mod U elldlbla farra LArga TI&O Rate. "Large 7I.&qt, -Tra, goactlon. VDIUM61, mwns tdial TIMat Transactions -made On -a'Dank.Goolmardl6l Card, not jDl retorna:,ana &Mudlng cash :advances, -ohagesand arty transa&M6 that do not 4qatIV?or Mt6rdhanp untlor ,ap.pIIcabIoA6aadfMfan •ruleo, 'meana, W: Oredit Loudz and FlatW Wssou, TLorida.eAlla Conawfl4e .means wlamt Parking Auffiodly ;aryd dtfiw-Florlds publtC entttias 611glble'lo parlidipMe In the t?rdgrarrt.that kava. beed4ppr6v.ed -by :tha.-Rank forpadialpatlon. OEaul�a I means MlanillharRlrig -Avib-orlty and ol!Iiar Florida -publio,entity -approved by -the 'Bank to par!Tplpide under the CqmnWhlil Card P.ur(!I:raQ:1g A.PcoM OrbjimiWs Orovided to. the .0116nf Oddr this. Agreement and which howex-eouled s.Padl,0pation Agreement 1nzudh1orm os sbown"'as F_�Wt-..Oto this Agroernent-,or as provlded,by'tbe,*Sank'fromitlnl.o'to lime. -of-die number of -oaliapdar days -4n a, blillng-oyale anti thea nu mbd r,of -oaloaOar -dqys follbwlng. 'th'e billing Gy.cle4d,the -4dte?lha-'pqmont % dub, setttwwent Tcirms Tara -oxpressed..ai X'& lhq nurfteFof -oalendar-dait in. Y-Jilho Mabilithq OY016 to --the date th1),paYm0jnf'IS.dU% 181ndle..Uss Obawyo-1-m—W Mems to(RI'v.8, X10flar-Aarges m ad& on VllrkOl Viltle Use-Acccun't ulae� InodOnOtion with Me Slngla'Ula 6'Y dy' is,4raudiffol I cb�rbeg •and'any (ransoollons that do ndt &Iualffy ,,,gtP,M ance n g0h g.6, under @pplloabIa.Az%jo.a)atIon rules, 4-Attual almib UO -.6, PROO'24r io BgjSA_TW V610me Rabato-'eurchasinggiid,.61 Lo Us�,qqpu_eA__ d_ 13adk will py the Partlolpont,e'r6bato baBod .,on the. amwakPartlelPoOs Combined Charge, 90urnozollieVed sacording to -the WIMog --solioduto, The rebkta"WIll bi oiloulated az1ho Motu Rate -Ilmet tho PartIdloaffs-,thnual GO mblued MaT90VOlunle. FLORIOA-MBLIC CONSORxium (INDIVIDUAL P-ARTICIPIANT VOLUME GRID) A(430LIIN OG .. -PU. : W - $60%,oclo "TO s'IMILOON TO ON $.19MILUO&OR $10MILLIM GMATER 0/0 . . . 1AR ....... NOT-5.I.ForMlam. I Parking Authority only, Bank vAll,fay,tho Mato rote, d by, , Manit ParkIno Authority; provided .-thoUt remaln.s.1ho-mn-chor parlpt 0-�On, rebate pft M, Cor6hined QhArgo'Volumo oxcood. $40 -million, the ra, -$qtfloM_nt T!Lrrps-.Rqbato Mgstinnal8t autek B —on-e—f I Lf, Any program Ab sh�fterSottlemerit.Tei= titan to 3017 terms (fflotuop -2 2"dAy)17 bodla-poldist.0,07�jlo) addod -to ooh rdo Ilt tile-ja4le,ghove 0 141,1141orms,:(filetorn 9 �adaod to each rdta,ln Ihs tUbleiab6vo .o 1417 term s -(Metu rn tvIl4.a'qVa)—Ifi tabla0bove 7171erll3s (Illeturn =11 added to,each -rate In the tablwabdvo Fax p'toolpams that Torm,,s .*slvortot 'than W`14, ;payments ',will b6 nia-da Via --aft.dobit., (139ot'Willdisoup ad-Villend Sat€IamentTerms:o dans up", mquabt.), Laroa-flokot Up ate.- puroh gin- •v td 5thd10 Use AoaoVnj.pTor4rgIn Bank +u111 ply roWte based -on-antib'dAvarApo Lorop abrival UrgdTickdt Transactl-uh 'Op"IlIc"11,11, aIn,a i - V%lu,'noaccordg 10 the -i4o Combined' ,ghargo'Volume, I�rddhold requltontants:aro a JeVa.. C vewtowil be ca Ott maLarge TieketTrensacEtonVoluma. PUROHASING AND 9196LE 'US.�,AwoUNT PRUGMAW OMAGE LARGE-710KET TRANSAOTJON SiM MRATE RATE GtBaterth8h :011 Wo All thresholds aro,,dt the dMrall , 6ri of the Acq0tror and ate adt dplormindd by tho. Bank, I In'the event of Was by The Asso6lation6i,thLI'Bank-ragorves the the rebate ratassocord(rigly. -Ajnalg,usq MA ___ e a 00 In the'llvit 4vadex df, amh WoOv year At the tlme,.:of rbhAte calculation, -the sang will cotoulate the PartlulpaoVs total, SWIO Use Ohgrge VDhArne, the Padidipaht's Slagle Use Charge Volume 18 Mainlerrance Fee will be -,changed to e MdIntenance Fee, vvill'be deduftd ;froth' the respective Pgrlfa(panft rebate, proVided, however, that lf-tledvetlorwavoeed the. rebate -earrl6kfor,any calonda r ysar,iha Bank A Invoice the PArtiolparal lot any -amouht In excess of tho. rebale I'Vifi-eEftectiva DaLe-ol"tho respedl9b w6r-uflar MY I't-the Sank agrees thatIlls1rit calendar year will oomrnen6abfijallb�iy 111161111,elfoli6vkq oalandaryaarfor the purpose df -assessing the 1 k000�.000 volume mquirerlient,.'and Will-00n(InLle ,one oaten dar ba0q ln,,Wbsequent years of the'PM?clpattpn Agreamqnt, Rbbttes will be; -cAjo0latdd annually In arma,rs. MWO tmurim are subjtot to..redudtion by. All'Losaa%'If Losses exceed therebataeamad for any colend!ar-yaar,'U3k.AlI fnvolca therespedlO, R'ark-1pant'for the, ome"unt 1h sxe&ss*am. owit ehdlfbe payable within 14 days, Upon termtraationof-the Program, tha Losses forthe. *Jmgnyth period will be 40ame'd -to bgtclu,91 :to the Loss&, for the. s.tib3equei t,Wix-ilyonth..potiod. ff 1ba,Part1dIpant Is patitolp.04g In move -than 'one;prog r -art, Bmfoservaq the -right to offset sny ld%se§ ftftbfle program a0aIrt6tany tebate-eamed under.ony oth-er progrom. R-Obato paymsmlo:wllf To cIftlIfy-Sovarly -robsto j ayrrvedt, alfbirtiefollovAng condittaAs:,opply. a. Setttem tit if any caritr fly. tililed ac-count(0). muet-be, by autamatIdtidbIt•or.by. the Partfolpont Initiated AGH.Dr Wire. b, Payments riotistba fecd1vsd'try :i3mk in, 4 Fees SelljqmW -Terms:dra,20 1� 14 for. both -1116. purdhaslQ gridbir - rg le ae 1my ' Munt Progr=V. o. ThttPodid(pant rattst, rfqk xatfag(jnvp.p(qiemt grade iqglftlent). d. 11ft8::PaA1clpaht Is"n'Otin Efafadlbmder the Agrssmadt. PaDOA olib -`ties Schedule.- for Programs US111.9 the Sins.AdOasygtem, The following ar6 the fees aggo'clated Vilth ar,purobaAig card and sIngfe use =ountprograrnala the'UnIted ftfem, PROGRAM, FWS AnfiUaf card fee Cash advaMe Ise 2,0%.($3.,0.0 minimum) .6ionvp'Neade chedkf6e tN,.Olobaok.amuunt 01.6010heck mini M.'Um) P,Qjedtad convenience -obeo 0,6nVen,lance dieck stop prayalarit Mou 0 par"vard -bgrd Emergency (=4) ci�fdxeoh4aem.pat ^ the P.-dium 0herok (Pqmeqt) .06 per few rp, AdH reft-Irn $9 -per document IDuplia4lecMoternent $A.perWleraent mw 1% surchwQa .1)oirmant w0lbaiatyce QVIelf-limit fie misoeltanaguslass None Prime.+ zolols:,appiled to the calaulatedao foltow.w. (past due balance + any new #'W) I Wmbw Of dayafn�cyole, Will baollargad on theoycie:raate. ..CARD. bEk�IGN low Customer lquoplastio CLIM011lZed &800 compls)(AyDf Ordgri, svbjsotto a I awmolcaf 011ftimum VaInIng At -your vito(r,,) Pqor Oust= Xapottingfmapper.prograr rttin tpcst loader Som tustom mapper, pric-ad:by ivi4sieroarO, pass-%rdqh 'Barge '01"TtONAL PR'QGRA , MIT5CHNOLOGY ZERVICIES P,00.5.ofl(l Ile tramfor uslng'rTP smRr1d4tfasa1qp fee BOOL morlthly r6sIntenatiosles 00.per- Program per Month -WAIVE[ afteran -entity reach6.9 $500,000 annual spend duriagm cantrgotyvar Should* the PaWipaAt, req viek sarvtdes. not In -thf6, schadule, -the PartIcIpant agmes to.pay-the fees aswtlated Wth, s'uohsaNte3. PAga 6 Of 40 Vwa 'S.aheftle - for Peograms UsIpp pink's PaymenfNot SON, tion 'Tho followlpg "are thal'Pes assqclatedviilh out-pufahasing cera and slngle.usvaccount programs tathe UAlted Stat%'. - PROGRAM FESSL Annual -card f6t . ..... .... Conven Wyce oh.e.r*'-fee ofdheaamount ($140tichackminitura) 100nVehISA004h,eeNtop paymeni. Standard WtG per card Card relnMement, W r#�atgehcy .(rush} card rapiacom-ent '$25.per oard It efffooted1brough. tN Rani, If 'effected throg6h the Atsodo.tJon, Pgrilalprit shdTpg", 'riy-foat charged -by th-eAsaociatloh, $1,15 per MUM ACH rotuin ratorn Docum. oil( retrieval �5 Pat rMYrequest Curranoy.o'briverelon fee 4% avroha.rge (asiopVllop fasSIT09h) fees servNea (oosoiby-case, fee) Tata lee QUiral.-SM: +Va. of unpaid balarwo -on oycla.4910 'Fin anwe charge Nona 2.6% of tbe.,full -amolint.postdae,p). & e and en -oh Dasic; plas-1,10 0040 'OuAdlfWye, lee togo-pla, 11 '$,boa -par logo forany lww.oards -VVAIVED customized pla,.tlb %'percard, zt1blent to, a 1,000 b4, 14mmum for MY elOw—Cords TRAINIRG, AXD*0X'SUL1rIKG .. . ..... .... .. Training at Ban.wWte lnf,110ad.j o1your sites) additional Owlans a $IXOMAY 0950 fq;4di traIn(nn for,M(affil ParOng Authority ONLY) PayrrientNQ1 setup fee W, alve'd EDI setupItkaaamisalion Pass-thrbqdh do 611,splQpand dovelaprrtafit costs Wrrw Paper sonts Peke rofio Etactrbnia payment fee Y fi0,00' Oustornreportinglmapperprogramming/post- $280 per hour ($1,000,minimum) loader OPT4ONAL PROGRAMIT5OHNOLOGY'SERVI.CE$ �_ u ile;•transfar•using F-TP' Dally- UOO/month 'tNse{tly-=�2�0'fmorSf#� . �i;weekly- $12:51rnonkh NSanthi'y--�7�Imonklt - _ Sho:Uldthe.f articipantregpestserutdes:notInthl$.suhedula;fh.ePartfGipant,agraesta.ttaythe'fe 5asscniatddwithsudfi-WWOs,- - - - - - - - . Parfet 9•ntlb. 5XHISIT D -$IN-GLE LYSE ACCOUNTSADDENDUM In 6onaldel4tion of -the Mftat pmrnlsos and upbn the terms end oondltlans heroin, Darlk 011 dollVer to Palftiolpeal the Nework SeNiqas dasrribed bsolovi" 1D.AnItIons. "1Wis.,.dQf1'nad In the SlffdW U,80, AcV0,u1lt(b,)` commorcNI Wd number Issued to th'o Padiblpiallt 10 s tilnglp Use Transaction om 1�1. 66mall and 915gle to:bv anAoddtwt eta Wined In the 0 - MarclatOW "Class AW L Mritalle0tual'WOPMY Rightel ^MeFgn.s PWent Asdlosuros), copyrIghw, -trade -Seoral% Marks know-how,' InVentlAps,.-And properly or proprietary rights roodgrlized 011 any tauritry ar-jutladiction In the, world. "Notwork",ma,ans th'0SaW6 Internet based -01alf0m for exotianging'alectro'Blo dommerdal card payment inforrttailati data between the enflipmant. 11N(Mod( "SeGarky. Prazeduros" monnoethe MgltOf ceAftetos, usqr. logon AdaintiffoatIons, passwatcls, approv4I Ilhilta -or dther,aeourily ddvIca% Whblhof Is . 6ved or m6do avallablo by -111a. Bank or a third -party,'for use-by1bs -Dank-'and the Paftleipabl;tll WthentimtIng Wtwotk US6rS,aiw PqyrnenV.1nst(udtIohs Network, ,totworR ScrJ1000 Means'the. software .-hoating -DarvIce% a,4vioes, training services, .support; servMaj !so rVIleZ,,proVidad by-1he aanktoithe Participant underthisAdenduft -0?aYnient-I'nstIra0(6n11 means an lhWuMoft1hitfaled by',.thD.P9r11dlpaTlt, althorviaAllo Initgroildn or v.19 to Nalviprk, requestitrg IbE§ Bank to provide aSI . ngle UwAt.dounRo the Svp,0410,, 11811nglo�Vso PrqyrarW111 means th-axommexclal card management system.compnded of Singi Use A660.aqt,ccn tr6isi and sorvtoeg. enfiAfe'd in Afomss transbictlohdata ralling'to PaYMoM9,W1tb theParlicipatt and WJOGENO COMMMIal card pay -MOMS thrOtigb1a. Network. "Shiglo'U"Aa parch.-asaj 'paynholit,fee, oharg.cor-,any othat ablivity1hat results •in wdeblk,to A•S10616 U66-A000vot-vild that lbo -oon'Ofnjed tQ .be O.Trftsactilad Els. defined; in IhGftrsdmeft� 1th's'paftipg ro - Single . . ff r�ay-!InMAa and nequotlb U64.ths in I Use- Programi -SftId:.Use Account(e)Ao be used for pay-montof. -01 ngto Us; Transacli6ns must -v . Ida t I required data for *Vrooeosing of -Single Use T-Torisaotlotm. The i.�lppla Us6 A=ounts •are norx-ftneterable Use Ac0ount"b011 tarl1aln the propetty of 06 Bank, RAliMpOntaighall' On$. The Partlolpantzild1l,be-Itable -for-sil] ftp[o Us.d.A000uAVTransa6tl[oM; an - jI.6ln&Use-Ao0ounts, -Statements will bamade avall*lo to the Pattiol iiarvt;'ehhar dellvare'd to a1f,,6 addr6wor In alactronto°farm. OvIring Abe torn di this Addea4urn :end •isub]ect to Ille ?MdpariVs porfomla.ngo of its ohifgaftans hererlri let, Ah,a %hk will maintain.:the' Nobviork M. -internal, use, The, Barik resOtv-09, the 00111, -fit 0-001MO t040viop or. modify the RetwAfs "I'Matianality, andlor oppftllltjes, The participant aeknoWtedgss that. the Wwbrk- whang-ers paymo,* 1. 1a0lbatfolhe Lerma ,anal oondlliiona thoqerm hereof, the::Bank.grattts to•:fh@ F'arilFjpanE• a ntineitdluslve right to, acq9s%lbe. Ndtworklor th&,010 purpose Df:ratelving Lha .Netwofk, SaNloes. .4, Tine VattlGlp.ant has no .right to profte wcass -b, M Nolftlrk to •arly,thjrd,par,4 Tbe• partlelpaamay not scoesb,the Network In any manner not canteMploted -hereln,.IrTcfvdlqg.pTov1dlng service burviLt,tlmo•gbetj6o pr.off,eP,computarssrVtces:tQ thlr :p rues. Z. Th4 mmillolpOrivs rights to'.000088 the NatwofkWil bellmitedlo,thoser express] granted In (Ills Addendum. Thie.Dank.reVe(ves all (10% title and1nipTW-la aitd,to %q,N6tWofk not axprbssly.prantsd -to thopaftloilpant expressly 6, The Bank or $halt i6 M-65� tho)sojo md exolvelve ioWn6r oball of ft propflatary"ibatur" and fa4ctlonality df the Nolftrk and' IntollacIuOl Property klqhts-ln •andlo the-clasIgn, IM- PleMOntatibn of,,Oo NeMork... 7, Mx6ept 1fdr 1hose Ilosases •SxproWy granted wotlnder, naitfter party shall Pain by Artueof. Ws Addondurn-vow rIghto of P-woorgillp Of* Inl6liebtU91 Prop6aRights owned 'by the .4ther. Wilt or Rig floatis'ars shall solely own all Intalledtual Property, Rights IirI arty enhanoamenkt, moOoi . 41orj6 or cu6 , (baii'Mion's of theNetwo'ck"or Netwdtk Sarvidos, qrl� tn orry Ideas, concepts, know bow, doonmenfation or toollnIques which It orits, representatives ntativae dev;lopio' rpo.vfae uridartNsAdAiAm" P'106 9 01.10 A ti. The Bank shall have no, responsibility for the termp, conditions cr performance of purchase., sale•, or payrnent transactions hetWeenthe Particlparlt and its Suppliers, The,Participant Is responsible for-regularly Inspecting the Single Use Transaction history avaltabWvla the Nel' Ork•hnd promptly, notiiying.the Bank of anyerrors. g. Tho Padolpant is sololy, responsible- -for- establishing, maintaining and enforcing its internal .polioles^and -.procedures In oanfoanity vilth industry Mandards, ,to safeguard--against the entry of .unauthariz'ed approvals, or Payment .irtatructions;. Into the Network, Partldiparlt agrees to ,maintain :th.e ooriftdentt,olity of the Network-Security Procadures -andof any .passwords, codes, digital eedifleates, security devlce. and relatod instrudtions'for Liss df the Network, If the t�ariloipant,believes or suspecls'thai any'euuii irifcrmatian or.'instructions havo babn aocessed by wnautftorized perstins, the participant shall prom 'fly n6%,tha Sank. and,0111 MvIse the Bahia as to -tile effect of Me sedur y breach d:n Its invoice or payrn®nt processing procedures •an th'e cotre6tive ctians'to be taken to restore or verify seourity averpaymentprocessing. 10, All Paymerit rnatruallons -submitted in the .name of the Participant are subject to .authentic&ticft pursuant1O the Network Seou€ity Procedures. The Bank eltall,proce'ss Patttciparit's.Paymerit' Instructions' when the payment Instruction's •are•vartfled by:B.ank pursuant to - - - tits %lelv+roris Security 'racetlures. 'The :rank shall be entitled to rely :and act upon all. Information received from -:the Participant:}or any - Supplier.in connection with,a Payment. Instruction. The. Rariiclpant; agrees,to t.e hound },y .any Payrnetlt Instrucllen, whether ar not autitarlxed, issued in Patticlpa nV6 -name .ani <dlhenticatod by.the Bartle In mceordanoa.vaitkr the iVatHcork Sscufity Proesdures, i i Page r'o.or 10 FOURTH AMENDM5NTT0 COMMERCIAL CARD CLASSIC AGREEMENT THIS FOURTH AMENDMENT (the "Amendment") TO COMMERCiAL CAD, CLASSIC AGREEMENT dated as of August 9, 2pos (the "Agreemont") between JPMorgan Chase Bank, N.A. (the "son "), and Department 'of Off- street Parking -of the City of Miami d/b/a Miami Parking Authority (the "Cll�nt") Is effective as of August 8, 20.3, The Sank and the Client agree to amend the Agreement as follows: 1.efl tions, Capitalized terms used In this Amendment and deflned In the Agreement shall be used her..elp as so defined, exc®pt as„otherwise prov_.lded herein, 2, Extension.. The parties mutual agree to the extension of the term of the Agreement as follows: "The Agreement shall be extended untll December 31, 2014 unless otherwise terminated as setforth In Section 10 of the Agreement,” 1 Continued Effect.• Except to the extent amended hereby, all terms, provislons and conditions of the Agreement, as it may have -been amended from time to time, shall continue In full force and effect and the Agreement shall remain enforceable and binding in accordancewith Its terms, 4. .Countemarts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each party hereto may execute this Amendment by signing any of such' counterparts, IN WITNESS WHEREOF, the Bank and the Customer have caused this Amendment to be executed by their respective authorized officers as of the effective date written above. gANKI $ , rpt, a ,'44 . f hieN, tori A, Sutalla 'rtkl �Ma�1a��al e�� — dlobv Comtl�' iCNl Card, '&T %T OF OPP TPARKIWOV MIAMI R. ' O -AOT I''j'1'' $Y, �'Itle'� G tefl;x� c,tiyeCJfflsar Zi a9t Attota#ion;- The Vitrlordigned, P duly :autliprlxed oiflaer or raprownmlve of tho Cllont, does hereby certffylhoj.. 01V OIW)t hq� n duly apthorized W boor into and nerfbrtt7 this Agreen5ergt'end thetthanerson signing above nit >;eitalfoPthe Gllonty whese.0owtio7t of -this Agreemont was wltnessed by1ha undarslgne� Is on offfcdr, partner, trrettber or' otherrt�prds lytetivep t a0liaratpassesslri authQritytnexacutattiis.parea carat, 't�aine;:.. Ci�iaf �•T��'nas'_�.�, _ --- _ _. _. 'title, .. eel =fl ujntnn d t�QvnlE�Yent�� �Nota;'rha�ints..prf,signtrr,tiiesltclstatibnshallbesaEtaerrneellPfsrentfrotn�,lroparsonslgiiindebnveotoI�t a lf�f the client, File Number, 09«00068 Final Action Ditto: 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'') then 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.Mlarni Page Y of 2 File Id., 0940008 (Version: .r) .Printed Oru 312/2015 Cary of Miami City Hall 3500 Pan American Drive �. *4�eea errr *i: ���; �s ,1 1 ✓; f1 Legislation � Miami, FL 33133 www.miamigov.com Resolution: R-09.0063 File Number, 09«00068 Final Action Ditto: 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'') then 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.Mlarni Page Y of 2 File Id., 0940008 (Version: .r) .Printed Oru 312/2015 File Number: 09-00068 Enactment Number: R-09-0063 WHEREAS, the City Manager and the City's Chief Procurement Officer recommend that the City acquire procurement card services from JP Morgan Chase Bank, N.A., as a piggyback pursuant to the executed contract from RFP No. 07-06 for the MPA; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is authorized{l) to vacate the existing contract with Chase Manhattan Bank, USA, for procurement card services. Section 2. The City Manger is authorized{l} to enter into a new contract for procurement card services with JP Morgan Chase Batik, N.A., formerly Chase Manhattan Bank, USA, pursuant to the Department of Off -Street Parking, d/b/a MPNs 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{l) 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 MayQr.{2} Footnotes: {1} The herein authorization is further subject to compliance- with all requirements that maybe 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 Miand Page 2 of 2 . File ld,,09-00068(Persion:l)PrititedOtt: 31212015 Iwu N City of Miami City Hall 3600 Pan Amorican Drive Miaml, FL 331$3 Master Report www.mlamlgov.com 'Enactment Number: R-09.0,063 File Number: 09-00068 File Type: Resolution Status: Passed. Version- I Reference: File Name: Vacate Contract -Chase Manahattan Bank USA Controlling Body: Office of the City Clerk introduced: 1/20/2.009 Requester: Department of Purchasing cost'. Final Action: 2/12/2009 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING T11134 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/AMIAMI PARKING AUTHORITY'S, REQUEST FOR PROPOSALS NO. 07-06, FOR THE PROVISION OF PROCUREMENT CARD SERVICES, EFFECTIVE THROUGH JULY 31, 2011, FOR THE DEPARTMENT OF PURCHASING, TO BE UTILIZED BY VARIOUS USER DEPARTMENTS AND AGENCIES ON AN AS -NEEDED CONTRACTUAL BASIS, SUBJECT TO ANY EXTENSIONS AND/OR REPLACEMENT CONTRACTS BY THE MIAMI PARKING AUTHORITY; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICES AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. Sponsors: Notes: Indexes: Attachments: 09-00068 Legislation.pdf,09-00068 Exhibit Lpdf,09�00068 Exhibit 2.pdf,09.n00068 Exhibit 3,pdf,09-00068 Exhibit 4.pdf,09-00068 Exhibit 5.pdf,09�00068 Exhibit 6.pdf,09-00068 Exhibit 7,pdf,09.00068 Exhibit 8.pdf,09-00068 Summary Foriu.pdf,09-00068 Exhibit C,pdfj09w00068 Letter ,pdf,09-00068 Letter 2.pdf,09-00068 Liability I-asurance.pdf,09-00068 Purchase Order Agmt.pdf,09-00068 Submission Requirenients.pdf,09-00068 Letter 3.pdt09-00068 Approval of Providers.pdf,09-00068'Attachment B.pdf, History of Legislative File Version: Acting Body, Date: Action: Sent To: Due Date; Return Date: Result: Office of the City . 1/26/2009 Reviewed and Attorney Approved City Commission 2/12/2009 ADOPTRD Pass Office of the Mayor 2/1912009 Signed by the Mayor Office ofthoCity Clerk Offlice of the City Clerk 2/20/2000 Signed and Attested byCity Clerk City of miam I Page I Printed on 31212015