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SERVICES AGREEMENT
(Not Construction Related)
PAYMENT CARD SERVICES
(City of Glendale Solicitation No. RFP 21-06)
This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and JP Morgan Chase Bank, N.A., an Ohio corporation, authorized to do
business in Arizona ("Contractor") as of the day of. 2022 (“Effective Date”).
RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds as
set forth in Exhibit A, pursuant to Solicitation No. RFP 21-06 (the "Project");
B. City desires to retain the professional services of Contractor to perform certain specific duties
and produce the specific work as set forth in the Project attached hereto;
Cc. Conttactor desires to provide City with services ("Services") consistent with industry-best
practices and the standards set forth in this Agreement, in order to complete the Project; and
D. City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agtee as follows:
1 Key Personnel; Other Subcontractors.
1.1 Services. Contractor will provide all Services necessary to assure the Project is completed
timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees.
2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed
timely and efficiently in accordance with the Project.
3. Contractor's Work.
3.1 Standard. Contractor must perform Services in accordance with the standards of due
diligence, care, and quality prevailing among Contractors having substantial experience
with the successful furnishing of Services for projects that are equivalent in size, scope,
quality, and other criteria under the Project and identified in this Agreement.
3.2 Compliance.
a Services will be furnished in compliance with applicable federal, state, county and
local statutes, rules, regulations, ordinances, building codes, life safety codes, and
other standards and criteria designated by City.
b. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, colot, teligion, sex, national origin, age, matital
status, sexual orientation, gender identity or expression, genetic charactetistics,
familial status, U.S. military veteran status or any disability. Contractor will
require any Sub-contractor to be bound to the same requirements as stated
within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.
5.
Compensation for the Project.
41 Compensation. Contractot's compensation for the Project, including those furnished by
its Subcontractors will not exceed $5,000.00 for the entire term of the Agreement as
specifically detailed in Exhibit B ('‘Compensation").
4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the
originally contemplated Scope as outlined in the Project is significantly modified,
a. Adjustments to Compensation require a written amendinent to this Agreement
and may require City Council approval.
b. Additional services which are outside the Scope of the Project contained in this
Agreement may not be performed by the Contractor without prior written
authorization from the City.
G Notwithstanding the incorporation of the Exhibits to this Agreement by
reference, should any conflict atise between the provisions of this Agreement
and the provisions found in the Exhibits and accompanying attachments, the
provisions of this Agreement shall take priority and govern the conduct of the
patties.
Conflict. Contractor acknowledges this Agreement is subject to A-R.S. § 38-511, which allows
for cancellation of this Agreement in the event any person who is significantly involved in
initiating, negotiating, securing, drafting, ot creating the Agreement on City's behalf is also an
employee, agent, or Contractor of any other party to this Agreement.
Insurance. For the duration of the term of this Agreement, Contractor shall procure and
maintain insurance against claims for injuties to persons or damages to property which may arise
from or in connection with the performance of all tasks or work necessary to complete the
Project as herein defined. Such insurance shall cover Contractor, its agent(s), representative(s),
employee(s) and any subcontractors.
6.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00
01, including products and completed operations, with limits of no less than
$1,000,000 combined single limit per occurrence for bodily injury, personal
injury, and property damage. If a general aggregate limit applies, either the
general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.
b. Automobile Liability: Insurance Services Office Form Number CA 0001
covering Code 1 (any auto), with limits no less than $1,000,000 pet accident for
bodily injury and property damage.
G Worker's Compensation: Insurance as required by the State of Atizona, with
Statutory Limits, and Employers’ Liability insurance with a limit of no less than
$1,000,000 per accident for bodily injury or disease.
6.2 Other Insurance Provisions. The insurance policies required by the Section above
must contain, or be endorsed to contain the following insurance provisions:
a. The City, its officers, officials, employees are to be covered as additional
insureds of the CGL and automobile policies for any claims in connection with
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the performance of all tasks or work necessary to complete the Project as herein
defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by
Conttactor or on its behalf and for liability arising from automobiles owned,
leased, hited or borrowed on behalf of the Contractor. Commercial General
liability coverage can be provided in the form of an endorsement to the
Contractor's existing insurance policies, provided such endorsement is at least as
broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, or
equivalent if later revisions are used.
b. Where applicable, Contractor's insurance coverage shall be primary insurance
with respect to the City, its officers, officials, and employees. Any insurance or
self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Contractor's insurance and shall not
contribute with it.
c. Each insurance policy required by this Section shall provide that coverage shall
not be canceled, except after providing notice to the City.
6.3 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of no less than A: VII, unless the Contractor has obtained prior approval
from the City stating that a non-conforming insurer is acceptable to the City.
6.4 Waiver of Subrogation. Contractor hereby agtees to waive its rights of subrogation
which any insurer may acquire from Contractor by virtue of the payment of any loss.
Where applicable, Contractor agrees to obtain or include any endorsement that may be
necessary to effect this waiver of subrogation. The Workers' Compensation Policy
shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Contractor, its employees, agent(s) and subcontractor(s).
6.5 Verification of Coverage. Within 15 days of the Effective Date of this Agreement,
Contractor shall furnish the City with original certificates and endorsements of any
applicable insurance language making the covetage required by this Agreement effective.
All cettificates and endorsements must be received by the City before work commences.
Failure to obtain, submit or secure the City's approval of the requited insurance
coverage, certificates or endorsements prior to the City's agreement that work may
commence shall not waive the Contractor's obligations to obtain and verify insurance
coverage as otherwise provided in this Section.
Contractor's failure to obtain, submit or secure the City's approval of the required
insurance policies, cettificates or endorsements shall not be considered a Force Majeute
or defense for any failure by the Contractot to comply with the terms and conditions of
the Agreement, including any schedule for performance or completion of the Project.
6.6 Subcontractors. Contractor shall requite and shall verify that all subcontractors maintain
insurance meeting all requirements of this Agreement.
6.7 Special Risk or Circumstances. The City reserves the right to modify these insurance
minimum requirements, including any limits of coverage in good faith, based on the
nature of the risk, prior experience, insurer, coverage of other circumstances unique to
the Contractor, the Project or the insurer.
E-verify, Records and Audits. To the extent applicable under ARS. § 41-4401, the
Contractor warrants its material compliance and that of its SubContractors with all federal
immigration laws and regulations that relate to their U.S. employees and compliance with the E-
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verify requirements under A.R.S. § 23-214(A). The Contractor or SubContractor's breach of
this warranty shall be deemed a material breach of the Agreement and may result in the
termination of the Agreement by the City under the terms of this Agreement. The City retains
the legal tight to randomly inspect the employment verification documents, consisting of I-9
forms for any U.S. employees who work on this agreement to ensure that the other party is
complying with the above-mentioned warranty. The Contractor and SubContractor warrant to
keep their respective employment vetification documents, consisting of I-9 forms for any U.S,
employees who work on this agreement open for random inspection during normal business
hours by the other party. The Contractor and SubContractor shall cooperate with the City's
tandom inspections, including grantingthe City entry rights onto their respective properties to
perform the random inspections and waiving theirtespective rights to keep such employment
verification documents, consisting of 1-9 forms confidential.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they arc not curtently engaged in, and agree for the duration of the
Agreement to not engage in,a boycott of goods or services from Israel, as that term is defined
in A.RS § 35-393.
Notices,
91 A notice, request or other communication that is required or permitted under this
Agreement (each "Notice") will be effective only ift
The Notice is in writing; and
b. Delivered in person or by overnight courier setvice (delivery charges prepaid),
certified or registered mail (return receipt requested).
c. Notice will be deemed to have been delivered to the petson to whom it is
addressed as of the date of receipt, ift
(1) Received on a business day before 5:00 p.m. at the address for Notices
identified for the Party in this Agreement by U.S. Mail, hand delivery, ot
ovetnight courier service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden. of proof of the place and time of delivery is upon the Party giving the
Notice.
e. Digitalized signatures and copies of signatutes will have the same effect as
original signatures.
9.2 Representatives.
a. Contractor. Contractor's representative (the "Contractor's Representative")
authorized to act on Cantractor's behalf with respect to the Project, and his or
her address for Notice delivery is:
JP Morgan Chase Bank, N.A.
c/o Dan Warren, Executive Director, Commercial Banking
8501 N. Scottsdale Road, Suite 240
Scottsdale, AZ 85253
Tel: 602-221-6096
Email: Dan.warren@jpmorgan.com
b. City. City's representative ("City's Representative") authorized to act on City's
behalf, andhis or her address for Notice delivery is:
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10. Entire Agreement; Survival; Counterparts; Signatures.
10.1 Integration. This Agreement contains, except as stated below, the entite agreement
10.2
10.3
City of Glendale
c/o Levi D, Gibson, CPA, M.Acc
Assistant Finance Director
5850 W Glendale Avenue
Glendale, Arizona 85301
With required copy to:
City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
Concurrent Notices,
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.
8) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.
between City and Contractor and supersedes all prior conversations and negotiations
between the parties regarding the Project or this Agreement.
a. Neither Party has made any representations, warranties or agreements as to any
matters concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this
Agreement
will not be binding on the patties.
c The solicitation, any addendums and the response submitted by the Contractor
ate incorporated into this Agreement as if attached hereto. Any Contractor
response modifies the original solicitation as stated. Inconsistencies between the
solicitation, any addenda attached to the solicitation, the response or any
excerpts, if any, and this Agreement, will be resolved by the terms and conditions
stated in this Agreement.
Interpretation.
a. The parties fairly negotiated the Agreement's provislons to the extent they
believed necessary and with the legal representation they deemed appropriate.
b. The patties are of equal bargaining position and this Agreement must be
construed equally between the parties without consideration of which of the
parties may have drafted this Agreement. |
c. The Agreement will be interpreted in accordance with the laws of the State of |
Atizona.
Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, and hold harmless provision, insurance requirement, and every other
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il.
14.
tight, remedy and responsibility of a Party, will survive completion of the Project, or the
eatlier termination of this Agreement.
10.4 Remedies. All rights and remedies provided in this Agreement are cumulative and the
exercise of any one ot more right or remedy will not affect any other rights or remedies
under this Agreement or applicable law.
10.5 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or
unenforceable provision will be reformed to conform with applicable law.
10.6 Counterparts. This Agreement may be executed in counterparts, and all counterparts will
together comprise one instrument.
Term.
11.1 The term of this Agreement commences upon the effective date and continues for a one
(1) year initial period. The City may, at its option and with the approval of the
Contractor, extend the term of this Agreement an additional four (4) years, renewable on
at) annual basis. Contractor will be notified in writing by the City of its intent to extend
the Agreement period at least thirty (30) calendar days prior to the expiration of the
original or any renewal Agreement period. Price adjustrnents will only be reviewed during
the Agreement renewal period and any such price adjustment will be a determining factor
for any renewal. There are no automatic renewals of this Agreement.
11.2 Extension for Procurement Processes. Upon the expiration of the Term of _ this
Agreement, including the initial term and any renewals, at the City's sole discretion, this
Agreement may be extended on a month-to-month basis for a maximum of six (6)
months to allow for the City to complete its procurement process to select a vendor to
provide the services/materials similar to those provided under this Agreement. The City
will notify the Contractor in writing of its intent to extend the Agreement at least thirty
(30) calendar days prior to the expiration of the Term. Any extension provided under this
subsection will continue under the same terms and conditions as in effect immediately
prior to the expiration of the then-current term.
Dispute Resolution. Any disputes between the Parties hereto concerning this Master
Agreement shall be governed by and construed in accordance with laws of the State of Arizona
without regard to choice of law provisions thereof. To the extent permitted by applicable law,
cach party hereby waives any and all right to a trial by jury in any action or proceeding of any
kind arising out of, by reason of, or telating to this Agreement, the interpretation thereof or to
any transactions hereunder. ‘This waiver is knowingly, willingly and voluntarily made by the
Parties.
Cooperative Use of Contract. This Agreement may be extended for use by other governmental
agencies and political subdivisions of the State. Any such usage by other entities must be in
accotd with the ordinances, charter, rules and regulations of the respective entity and the
approval of the Contractor and City. For a list of SAVE members, click on the following link:
http:/ /www.mesaaz. i yur chasij ve.
Exhibits, The following exhibits, with reference to the term in which they are first refetenced, are
incorporated by this reference.
Exhibit A Project
Exhibit B Compensation
[SIGNATURES ON FOLLOWING PAGE]
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DocuSign Envelope ID: 20120612-DCEB-49E4-8F40-A739562F0F 99
The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
By: Lisette Camacho
Its: Director, Budget and Finance
ATTEST:
Julie K. Bower
City Clerk (SEAL)
APPROVED AS TO FORM:
City Attorney
JP Morgan Chase Bank, N.A.,
an Ohio corporation
VO Ulu
“By: Dan Warren
Its; Executive Director, Commercial Banking
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EXHIBIT A
PAYMENT CARD SERVICES
PROJECT
SCOPE OF SERVICES
JP Morgan Chase Bank, N.A. shall administer a fully integrated procurement card and e-payable program for the
City of Glendale.
1.
Procurement/Purchasing Card (P-Card) Services and e-Payable Card / Virtual Card Program: The City
expects to generate revenues through rebates as a result of increasing the volume of transactions utilizing
the commercial cards. Contractor shall:
A.
B.
Provide a P-Card and e-Payables program without transaction fees or card fees.
Provide a rebate program that allows e-Payables and P-Card spend to count towards the overall Card
program for greater rebate possibilities.
Provide and implement a P-Card program that will allow authorized personnel to purchase necessary
items in a simple and timely manner while maintaining a high level of internal control and complying
with all relevant federal, state and local regulation, and with City policies and procedures concerning
such purchases.
Provide a program that allows for efficient and cost-effective methods of purchasing and paying for
small purchases (currently identified as purchases valued under $5,000).
Provide an e-Payable card/virtual card program for payment of invoices. The Contractor shall have the
ability to send electronic payments, along with detailed unlimited remittance information, to and from
City vendors.
When the City approves a transaction for payment using the e-Payable card transaction type, an
electronic file containing invoice information will be transmitted to the selected vendor. Contractor
receives payment based on one of three accepted structures:
e PULL Method: Vendor processes the A/P file and provides electronic notification to the vendor of
a pending payment with detailed remittance information. The file automatically adjusts the vendor
account limit for the amount of the approved payment. Each vendor keeps a zero-balance card on
file. The vendor processes the transaction thtough their own point-of-sale device for the total
remittance amount. The City receives a standard reconciliation report showing the payment has
been processed.
© PUSH Method: Vendor processes the A/P file. The file automatically adjusts the vendor account
limit and automatically processes the payment amount directly into the vendor’s Metchant account.
An email notification with remittance details is sent to the vendor. The City receives a standard
reconciliation report showing the payment has been processed.
¢ SINGLE USE: Vendor processes the A/P file. The file automatically adjusts the vendor account
limit for the amount of the approved payment. An electronic notification to the vendor of a
pending payment with detailed remittance information. The City receives a standard reconciliation
report showing the payment has been processed.
Vendor Enrollment: Contractor shall conduct an initial campaign event using a list of City vendors to
entoll participants into the virtual card program to maximize the City’s rebate. Periodically, the
Contractor will review City vendots to ensure all vendors have been reviewed for participation into the
virtual catd program. For vendor entollment in the program, all contact with the vendors will be
initiated by the Contractor.
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H.
Training: Contractor shall provide training to Program Administrator(s) and key City petsonnel on
Program, software, and equipment.
The Contractor’s program must contain the following features:
A.
Purchasing Card: The P-Card program shall utilize a credit card with a minimum fourteen (14) day
payment grace period from the date the billing is received, during which no interest or finance charges
will accrue, provided payment is made within the grace period;
Payment Processing: P-Card billing statements shall be made available electronically to designated City
employees.
e Conttactor’s proposed plan should streamline the City’s current process, while maintaining an audit
trail.
e Contractor shall adhere to a consistent billing and payment cycle.
Distribution of Cards: The Contractor will provide the City purchasing cards (credit cards) for
ptocurement purposes.
e Receiving and distribution of all purchasing cards will be the responsibility of the City.
e All cards will be delivered to the City’s Budget & Finance Department using a traceable signature
delivery system that verifies that the City has received each card issued.
© Card design must be customizable to include City of Glendale logos ot artwork.
Credit Limit: The credit limit of the entire program and individual cardholders may not be allowed to
exceed the maximum credit limit authorized by the City. The cutrent balance shall be monitored by the
Contractor. The City shall be notified promptly of any attempts to exceed the purchasing card ctedit
limit;
Cash Advances: The P-Catd ptogram shall include secutity measures to ensure cardholders cannot
receive cash advances from any Automatic Teller Machines (ATMs) nor from any financial institution.
Rebates: Contractor must indicate the percentage of rebate to be paid based on individual and
combined volume of P-Card and e-Payable / Virtual Card transactions.
Customer Service: Contractor shall ptovide a designated customer service representative who is
knowledgeable of the City’s P-Card program and credit card processes.
e Contractor shall have personnel available 24 hours a day, 7 days a week to be tesponsive to City
cardholders and administrative personnel.
MCC: The City requires the ability to restrict Merchant Classification Codes (MCC) or some other
mechanism to prevent unauthorized purchases.
Expenditure Limits: Shall be set by the Program Administrator/designee and shall allow variation
between cardholders. Limits shall be set permanently or temporarily, as necessaty.
Reports: The Contractor shall be capable of providing detailed reports that enable the City to establish
program controls and meet state and federal and City audit requirements. The Contractor shall provide
the following standard reports in an electronic format acceptable to the City;
Credit cardholder statement;
Card Billing Report;
Vendor Analysis Report; and
Individual Billing Summary Report
The Contractor shall provide the City an electronic, detailed billing report by cardholder, which can be
downloaded into a PDF, excel format, and text-delimited file format. The Contractor must also
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provide a method for the City to select the fields that ate to be included in the file, field Format, and the
order of their appearance.
The Contractor shall also provide the following reports:
© Credit cardholder statements emailed to the City or made available to download as a PDF or Excel
file.
e The ability to create customized reports to meet the City’s operational needs is highly desired. The
City reserves the rights to request additional reports at no cost.
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JP MORGAN CHASE BANK, N.A.
Additional Terms
MASTER COMMERCIAL CARD AGREEMENT
Version 2.3
This Master Commercial Card Agreement, which comprises the Master Terms together with any exhibits and Local
Schedules attached thereto, as amended, supplemented or replaced from time to time (the “Master Agreement”, is
made and entered into as of 2022 (the “Effective Date”) and sets forth the terms and conditions under
which JPMorgan Chase Bank, N.A. or one or more of its Affiliates (“Bank”) shall provide commercial card
services to City of Glendale (“Client”) who executes this Master Agreement and/or one or mote of such Client’s
Affiliates. Client and Bank may be referred to in this Master Agreement individually as “Party” and collectively as
the “Parties”. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, Client and Bank hereby agree as follows:
MASTER TERMS
1. Definitions
Each capitalized term used in this Master Agreement shall have the following defined meanings set forth below
or as otherwise set forth herein.
Account means each account established in the name of Client pursuant to this Master Agreement.
Affiliate means an entity controlling, controlled by, or under common control with, directly or indirectly, a
Party to this Master Agreement. For this purpose, one entity “controls” another entity if it has the power to
direct the management and policies of the other entity (for example, through the ownership of voting secutities
or other equity interest, representation on its board of directors or other governing body, or by contract).
Applicable Law means for any country, all federal, state, provincial and local laws, statutes, regulations, rules,
executive orders, supervisory requirements, licensing requirements, export requirements, ditectives, circulars,
decrees, interpretive letters, guidance or other official releases of or by any government, any authority,
department or agency theteof, or any regulatory or self-regulatory organization such as the European Union,
that apply to a Party’s obligations under the Master Agreement.
Business Day means a day on which Bank is open for business as identified in the applicable Local Schedule.
Card means a Network-branded card that is issued to Cardholders by Bank upon the request of Client and
approval by Bank, and includes any plastic card beating a catd number and accounts and card numbets with no
associated plastic card, which includes Virtual Card Accounts.
Card Request means a written or electronic transmittal from Client, requesting Bank to issue a Card(s).
Cardholder means: (A) an individual in whose name a Card is issued, and (B) any person of entity authorized
by Client or named Cardholder to use a Card.
Cardholder Agreement means documentation provided by Bank to Client or Cardholder governing use of a
Card by such Cardholder.
Cardholder Credit Limit means the maximum spending limit established in relation to a Cardholder.
Corporate Liability means Client is solely liable for the Transactions, subject to the Master Agreement and any
Cardholder Agreement.
Credit Card Network or Network means either MasterCard International, Inc. or Visa U.S.A, Inc.
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Credit Limit means the maximum spending limit established for Client in connection with the Program.
Cycle means the monthly period ending on the same day each month or, if that day is not a Business Day, then
the following Business Day or preceding Business Day, as systems may require, or such other period as Bank
may specify.
Fraudulent Transactions means transactions made on a Catd by a person, other than Client or Cardholder,
who does not have actual, implied or apparent authority for such use, and which Cardholder or Client receives
no direct or indirect benefit.
Joint and Several Liability means Client and Cardholder ate jointly and severally liable for the Transactions,
subject to the Master Agreement, and the Cardholder Agreement.
Local Schedule means a schedule to this Master Agreement which sets forth the terms and conditions
applicable to the commercial card Programs provided to Client in a particular geographic region or country.
Marks means the name, trade name, and all registered or unregistered service marks of Client, the Network and
Bank.
Program means the commetcial catd system composed of Accounts, Card-use controls, reports to facilitate
purchases of and payments for business goods and services, and related services, all as established in connection
with the Master Agreement,
Systems means the systems through which Client can access Account and Transaction data and repotts.
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related
penalty of interest).
Tax Deduction means a deduction or withholding for or on account of Tax from a payment under the Master
Agteement.
Transaction means a purchase, a cash advance, fees, charges or any other activity charged to an Account in
respect of a Card.
Virtual Card Account or Single-Use Account means a one-time virtual card number generated for a single
transaction.
2. Certain Bank Services
A. Subject to prior financial, risk management and compliance approvals by Bank, Bank shall establish
Accounts in the name of Client and, where applicable, issue Cards to employees and authotized
representatives of Client who ate approved by Bank and are designated and authorized by Client to incur
legitimate business expenses on Client’s behalf. Any balance outstanding associated with an Account for
which a corporate liability waiver is requested shall become immediately due and payable.
B. Extension of Progtam. Upon Client's submission of a request from time to time in the form required by
Bank and following Bank's agreement to do so, Bank will extend the Program to Client’s Affiliates. Client is
responsible as principal obligor for all obligations under the Master Agreement (including, without
limitation, as principal obligor with respect to all payment and other obligations as the same relate to its
Affiliates and their respective Cardholders and waives any defenses or offsets available to such Affiliates),
Client shall cause each of its Affiliates and their respective Cardholders to comply with the Master
Agreement.
C. Notwithstanding the foregoing, Bank shall not be obligated to provide any Account to Client or any Client
Affiliate or any Card to an employee or authorized representative of Client or any Client Affiliate or to
process any transactions in violation of any limitation or prohibition imposed by Applicable Law, including,
but not limited to, the regulations issued by the U.S. Department of Treasury’s Office of Foreign Assets
Control (“OFAC”).
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D.
Receipt Image Services. For purposes of this section, “Receipt Image Services” means the optional
setvices provided through Bank to allow Client the ability to attach and maintain image(s) of receipt(s) on
the System, and “Receipt Image(s)” means an image of a receipt produced by a Transaction through use
of Accounts and maintained on the System. Receipt Images will be stored and made available to Client
through use of the System. In order to make Receipt Images available through the System, Client shall first
attach to the System images of Client’s receipts through use of its own devices. Client is responsible for
verifying the accuracy of the image of its receipts and any other information uploaded and entered into the
System. Client shall ensure that the information contained in the image of the receipt accurately reflects the
applicable Transaction. Receipt Images will be made available online through the System for a maximum of
thirty-six (36) months (‘System Image Accessibility Period”). The System Image Accessibility Period
includes the month of the Transaction Date. Bank may, in its sole and absolute discretion, reject Receipt
Images provided by Client to be posted on the System. In addition, Bank may suspend Client’s use of the
Receipt Image Service at any time without prior notice to Client.
Obligations of Client
In connection with the Program, Client shall:
A,
Submit Card Requests in the form and via the method required by Bank. Client shall not give, nor cause ot
permit to be given, any Card to a Catdholder before the Cardholder application process defined by Bank is
completed.
Notify each Cardholder at the earliest opportunity: ()) that Cards are to be used only for Client’s business
purposes; (ii) of the Cardholder Credit Limit and any other applicable limit; (iii) of Bank suspending a Card
or refusing to issue any further Cards, closing an Account, or ending the Cardholder Agreement; (iv) of
revisions to any guide to the use of Cards (if applicable); and (v) of the extent, if any, to which Bank will
ptovide Transaction and Account information to third Parties at Client’s request.
Use commercially reasonable efforts: (i) to safeguard Accounts using reasonable security procedures; (ii)
where applicable, to maintain a process ensuring timely and accurate reimbursement of all Transactions to
its Cardholders; (iii) not to exceed the Credit Limit; (iv) to collect and destroy any Cards which are no
longer tequired; and (v) to the extent that Cardholder Agreements and Cardholder documentation are
provided, cause Catdholders to comply with the Cardholder Agreements and Cardholder documentation.
If not previously provided by Bank, provide to each actual and prospective Cardholder, in accordance with
Bank's instructions, Cardholder documentation supplied by Bank.
Immediately notify Bank: (i) of any Card or any Account which is no longer required; and (ii) by phone of
any Card that Client knows, ot suspects has been lost, stolen, misappropriated, improperly used or
comptomised. In connection with Client’s notifications obligations described herein and notwithstanding
anything to the contrary contained in this Master Agreement:
i. Liability for Fraudulent Transactions Following Notification. Client shall not be liable for any
Fraudulent Transactions made on a Card under any Account after the effective time of such
notification to Bank of such Fraudulent Transaction.
ii, Liability for Fraudulent Transactions Prior to Notification. Subject to the terms and conditions
contained in subsection (iii) below, Client shall not be liable for Fraudulent Transactions made on a
Card under any Account prior to the effective time of such notification to Bank of such Fraudulent
Transactions.
iii, Bank reserves the right, in its sole and absolute discretion, to hold Client liable for Fraudulent
Transactions should Bank determine that, subsequent to implementation of Client's Program and at
the time that the Fraudulent Transaction occurred, Client failed to operate its Program in
accordance with the following fraud reduction requirements:
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a. Client must block required high risk merchant category codes (“MCCs”) identified by
Bank and presented to Client;
b. Client must maintain reasonable security precautions and controls regarding the
dissemination, use and storage of Account and Transaction data; and
c. Client must comply with all other requirements as Bank may reasonably require from time
to time.
If Client fails to comply with its obligations described in this subsection (iii), and Bank determines
Client to be liable for Fraudulent Transactions, Bank will either: (1) invoice Client for the amount
of such Fraudulent Transaction minus any amounts collected, or (2) deduct the amount of such
Fraudulent Transaction amount from Client's rebate.
F. Notify Bank of any Transaction that Client disputes as soon as practicable after the last day of the Cycle
during which such Transaction is charged to Client, and in any event within sixty (60) days of such day,
Client shall use commetcially reasonable efforts to assist in obtaining reimbursement from a merchant.
Client ot, subject to any Cardholder Agreement and in the case of Cards under any Joint and Several
Liability Accounts, the Cardholder, shall not be relieved of liability for any disputed Transaction if the
charge-back is rejected in accordance with the applicable Network’s charge-back policy. Bank shall not be
liable to Client where notice is received after such sixty (60) day period unless specified in a Local Schedule.
Client shall not make a claim against Bank or refuse to pay any amount because Client or the person using
the Card may have a dispute with any merchant.
G. Provide any required notification or obtain authorization under applicable privacy or data protection
legislation.
H. Unless previously provided to Bank, obtain and provide to Bank such information as Bank may reasonably
request, for the purposes of investigating the identity of an actual or prospective Cardholder or Client or the
identity or financial condition of Client, evidencing authority for Card issuance requests, and assisting in any
review of Bank by a regulator with relevant jurisdiction. Any information provided by Client to Bank shall
be, to the best of Client’s knowledge, information and belief, accurate and complete in all material respects.
|. Make payments for all ‘Transactions posted to Accounts no later than the payment date (the “Payment
Date”), as specified in the periodic statement. In the event that Client makes payments other than as
contemplated by the periodic statement, Bank may requite, and Client shall provide, such documentation as
reasonably required by Bank to reconcile such payments to the amounts stated as due in the periodic
statement by the Payment Date. Any amount due which is not received by the Payment Date shall be
subject to the late fees as set out in Exhibit 1 to the Master Terms. If collection is initiated by Bank, Client
shall be liable for payment of Bank’s reasonable attorneys! fees and other costs and expenses of collection.
J. In the case of Corporate Liability Programs, be solely liable for all ‘Transactions and Client’s obligations
shall be enforceable regardless of the validity or enforceability of a Cardholder's obligations. In the case of
any Joint and Several Liability Account, Client shall pay Bank, within ten (10) days of written notice, for any
Transactions not paid by a Cardholder within one hundted and twenty (120) days of the first billing in
respect of the relevant Transaction.
K. Unless otherwise provided to Bank, ptovide Bank with such financial statements and other related
information annually, or as otherwise requested by Bank in form and in such detail as Bank may reasonably
request.
L. Use commercially reasonable efforts to ensure that such applicants to whom it requests Bank to issue Cards
and whom Client authorizes to use the Cards are not identified on a prohibited government sanctions list,
or otherwise subject to a sanctions program applicable to Client.
4, Credit Limits and Certain Bank Rights
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A. Bank may establish a Credit Limit and Cardholder Credit Limit and may establish other limits from time-to-
time. The establishment of a limit does not prevent such limit from being exceeded and, subject to the
Master Agreement, Client is responsible for all amounts including such amounts that exceed a limit.
8. Bank may at any time: (i) increase or decrease any Credit Limit or the Cardholder Credit Limit ot any other
limit in connection with any Card or any Account or the Program; (ii) refuse to authorize Transactions; (iii)
vary the payment terms, or requite the provision of security ot additional security; (iv) suspend or terminate
any Card or any Account; (v) decline to open any Account; or issue any Card or (vi) require MCC
authorization restrictions in connection with a Program; (vii) apply or offset any credit balance hereunder to
the payment when due of any amount owing under this Master Agreement; (viii) offset any obligation of
Client to Bank under this Master Agreement or otherwise against any obligation Bank owes to Client.
System Access
A. Client shall adhere to all applicable license agreements, security procedures, and terms and conditions
regarding the System.
B. Client agrees that any access, Transaction, or business conducted on the System is presumed by Bank to
have been in Client's name for Client's benefit.
c. Except for unauthorized use by a Bank employee, Client is solely responsible for the genuineness and
accuracy of all instructions, messages and other communications received by Bank via the System. Bank
may rely and act upon all Client instructions and messages issued with valid credentials.
D. From time to time, Bank may suspend the System when Bank considers it necessaty to do so (including,
without limitation, for maintenance or security purposes). Bank will use reasonable efforts to provide Client
with notice prior to the suspension.
Representations and Wartanties
Each Party represents, warrants and covenants that it will comply with Applicable Laws in connection with the
performance of its obligations under the Master Agreement. Each Party represents and warrants that this
Master Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms, and
that execution and performance of the Master Agreement: (A) does not breach any agreement of such Party
with any third patty, (B) does not violate any law, rule, or regulation, or any duty arising in law or equity
applicable to it, (C) are within its organizational powers, and (D) has been authorized by all necessary
otganizational action of such Patty and validly executed by a person(s) authorized to act on behalf of such Party.
Client also represents, warrants and covenants that it will use its commercially reasonable efforts to ensure that
the Accounts and the Cards shall only be used for Client's business purposes. Client also represents and
warrants that it will use commetcially reasonable efforts to ensure that such applicants to whom it requests Bank
to issue Catds to and whom Client authorizes to use the Cards/Accounts are not identified on a prohibited
government sanctions list, ate not located or resident in a sanctioned country, or otherwise subject to a
sanctions progtam applicable to Client. Bank reserves the right to terminate the Master Agreement and/or
cancel any of the Accounts at any time if Bank determines that a Card has been issued to a petson residing in a
sanctioned jurisdiction or where the Cardholder’s name, or the name of an individual authorized to use a
Card/Account, appeats on a government sanctions list applicable to Client or Bank. EXCEPT AS SET
FORTH IN THIS MASTER AGREEMENT OR IN ANY LOCAL SCHEDULE, NEITHER PARTY
MAKES ANY OTHER REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR
IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
Fees and Charges
Bank may change the fees and charges payable by Client at any time, provided that Bank notifies Client at least
thirty (30) days prior to the effective date of the change or such other period as is specified in the applicable
Local Schedule. Bank’s periodic statements represent the official record of amounts due and owing by Client to
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Bank regardless of the method(s) by which Client elects to receive invoice information from Bank (eg. in
electronic form, mappers ot other methods). Client acknowledges that it has an obligation to verify and
reconcile its payment obligations to Bank’s periodic statements. Client and Bank agree that all periodic
statements shall be sent or made available electronically unless otherwise agreed to in writing. Client specifically
agrees to the delivery and receipt of ot access to such electronic periodic statements.
Term and Termination
A.
The term of this Master Agreement commences upon the effective date and continues fora one (1)
year initial period. The City may, at its option and with the approval of the Contractor, extend the
term of this Agreement an additional four (4) years, renewable on an annual basis.
Either Patty may terminate this Master Agreement for any or no reason upon sixty (60) days prior written
notice to the other Party.
Either Party may terminate this Master Agreement immediately upon the occurrence of one or more of the
following events: (i) the other Party’s violation of Applicable Law, (ii) the liquidation, insolvency or
dissolution of the other Party, (iii) the voluntary or involuntary filing of bankruptcy proceedings or similar
proceedings with respect to the business of the other Party, or (iv) with the exception of a payment
obligation, a Party’s breach of a material obligation under this Master Agreement that is not cured within
thirty (30) days following receipt of written notice of the breach from the non-breaching Party,
In addition, Bank may immediately (a) terminate this Master Agreement, (b) terminate one or more services
ptovided for in this Master Agreement, and/or (c) terminate one or more Cards upon the occurrence of
one ot more of the following events: (i) Client fails to remit any payment in accordance with the terms of
this Master Agreement, (ii) there is a default by Client ot its parent, subsidiary or affiliate in the payment of
any debt owed to Bank or a Bank-related entity unde any other agreement, (iii) there is a material adverse
change in the business, operations or financial condition of Client, or (iv) any representation or warranty
made by the Client or any financial statement or certificate furnished to Bank, shall ptove to be inaccurate,
false or misleading in any material respect when made.
This Master Agreement shall terminate immediately upon the termination of all Accounts issued pursuant to
this Master Agreement.
In the event of termination of this Master Agreement by Bank in accordance with Section 8.C or Section
8.D above, Client shall immediately pay all amounts owing under the Agreement, without set-off ot
deduction.
In the event of termination of the Master Agreement for any reason other than by Bank in accordance with
Section 8.C ot 8.D above, Client shall pay all amounts due and owing under this Master Agreement in
accordance with the settlement terms of the Program, without set-off or deduction.
Upon termination of this Master Agreement for any reason, Client shall promptly destroy all physical Cards
furnished to Cardholders.
Client (upon notice to Bank) may suspend or terminate any Account or any Card under any Account at any
time and for any teason.
After this Master Agreement or any Local Schedule terminates or expires, the tetms of this Master
Agreement that expressly or by their nature contemplate performance after termination ot expiration will
survive and continue in full force and effect. Notwithstanding anything to the contrary contained in this
Section 8, the provisions of this Master Agreement shall remain in effect until all Cards and Accounts have
been cancelled,
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9. Limitation of Liability
A. Bank shall be liable only for Client’s actual damages which Client suffers or incurs as a direct result of
Bank's negligence or willful misconduct and shall not be liable for any other loss or damage of any nature.
B. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER UNDER ANY THEORY OF TORT, CONTRACT, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY EXEMPLARY, PUNITIVE,
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR THE LIKE,
INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EACH OF WHICH ARE EXPRESSLY
EXCLUDED BY AGREEMENT OF THE PARTIES HEREIN REGARDLESS OF WHETHER SUCH
DAMAGES WERE REASONABLY FORESEEABLE AND WHETHER EITHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Confidentiality
Except as expressly provided in this Master Agreement, all information furnished by either Party in connection
with this Master Agreement, the Program or Transactions shall be kept confidential. The foregoing obligation
shall not apply to information that: (A) is already lawfully known when received without an obligation of
confidentiality other than undet this Master Agreement, (B) is or becomes lawfully obtainable from other
sources who ate not under a duty of confidentiality, (C) is in the public domain when received or thereafter
enters the public domain through no breach of this Section; (D) is developed independently by the receiving
Party without use of the disclosing Patty’s confidential information; (E) is in an aggregate form non-attributable
to the disclosing Party; (F) is required to be disclosed to, ot in any document filed with, the U.S. Securities and
Exchange Commission (or any analogous body or any registrar of companies or other organizations in any
televant jurisdiction), banking regulator, or any other governmental agencies, (G) is required by Applicable Law
to be disclosed and notice of such disclosure is given (when legally permissible) to the disclosing Party, or (H)
may be disclosed as provided in the Catdholder Agreement or other Cardholder-related documentation. Notice
under (G), when practicable, shall be given sufficiently in advance of the disclosure to permit the other Party to
take legal action to prevent disclosure. Bank may exchange (aid Client insofar as necessary hereby consents to
such exchange) Client and (to the extent authorized) Cardholder confidential information with Affiliates. Bank
may also disclose confidential information to service providers, the Networks, and any other authorized third
patties in connection with Bank's provision of Program services; provided, that these authorized third parties
are subject to obligations of confidentiality at least as restrictive as those set forth in this Section 10.
11. Miscellaneous
A. Except as otherwise mutually agreed, neither Party shall use the Marks of the other Party without its prior
written consent. If Client elects to have its Marks embossed on the Cards or provide them to Bank for
other uses, Client hereby grants Bank a non-exclusive limited license to use the Marks for the foregoing
purposes: .
B. Ifany provision of this Master Agreement is found by an arbitrator or court of competent jurisdiction to be
unenforceable, such ptovision shall not affect the other provisions, but such unenforceable provision shall
be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent
permissible the intent of the Patties set forth in this Master Agreement. The failure of either Party hereto to
enforce any right or pursue any remedy hereunder shall not be construed to be a waiver thereof.
c. Bank and Client will at all times be independent contractors. In furtherance of the Parties’ mutual interests
in this Master Agreement, no third party will be deemed an intended or unintended beneficiary of this
Master Agreement. This Master Agreement is enforceable only between the Parties hereto and shall not be
subject to any actual ot implied right or obligations of, or commitment to, any third party without the prior
written consent of Bank.
D. In the regular course of business, Bank may monitor, record and retain telephone conversations made ot
initiated to or by Bank from or to Client or Cardholders.
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This Master Agreement shall be binding upon and inure to the benefit of Client and Bank and their
respective successors and permitted assigns. This Master Agreement, or any of the rights or obligations
hereunder, may not be assigned by Client without the prior written consent of Bank.
This Master Agreement constitutes the entire agreement between the Parties with respect to its subject
matter and supersedes all prior ot contempotaneous proposals, understandings, representations,
negotiations, and agreements of any kind, whether written, oral, expressed or implied, relating to the subject
matter thereof, This Master Agreement may be amended or waived, subject to Applicable Law, only by
notice to Client in writing from Bank.
. This Master Agreement may be signed in one or mote counterparts, each of which shall be an otiginal, with
the same effect as if the signatures were upon the same document. Facsimile signatures shall have the same
force and effect as the original.
If applicable, to the extent that Client would have been able to claim sovereign immunity in any action,
claim, suit or proceeding brought by Bank, Client irrevocably waives and agrees not to claim such immunity.
Unless Client provides Bank with a valid applicable exemption certificate or other proof of exemption,
Client will pay or reimburse Bank upon demand for any taxes, levies, imposts, deductions, charges, stamp,
transaction and other duties and withholdings (together with any related interest, penalties, fines, and
expenses) in connection with the Master Agreement, any Account or any Transactions, except if imposed
on the overall net income of Bank. If a Tax Deduction is required by law, the amount of the payment due
to Bank from Client will be increased to an amount which (after making the Tax Deduction) leaves an
amount equal to the payment which would have been due to Bank if no Tax Deduction had been required.
Neither Bank nor Client shall be liable for any loss or damage to the other for its failure to perform or delay
in the performance of its obligations under this Master Agreement, if such non-performance or delay is
caused directly or indirectly by an act of God, act of governmental authority, de jure or de facto, legal
constraint, war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications
failure, or failure of any agent or correspondent, or unavailability of a payment system, or other natural
disaster or any cause beyond its reasonable control.
Any disputes between the Parties hereto concerning this Master Agreement shall be governed by and
consttued in accordance with the laws of the State of Arizona without regard to choice of law provisions
thereof. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY
WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF
ANY KIND ARISING OUT OF, BY REASON OF, OR RELATING TO THIS AGREEMENT, THE
INTERPRETATION THEREOF OR TO ANY TRANSACTIONS HEREUNDER. THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES.
Client acknowledges that Bank prohibits the use of Cards under any Accounts to conduct transactions
(including, without limitation, the acceptance or receipt of credit or other receipt of funds through an
electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing)
that are related, directly or indirectly, to unlawful internet gambling. The term “unlawful internet
gambling,” as used here, shall have the meaning as set forth in 12 C.F.R. Section 233.2(bb).
. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in
any country in which Bank conducts business or has a service provider. Client authorizes Bank to transfer
Client information to such affiliates, branches or units at such locations as Bank deems appropriate. Bank
resetves the right to store, access, ot view data in locations it deems appropriate for the services provided.
All notices and other communications required or permitted to be given under this Master Agreement shall
be in writing except as otherwise provided herein, and shall be effective on the date on which such notice is
actually received by the Party to which it is addressed. All notices may be sent to the Client by ordinary
mail, electronic transmission, through internet sites, or by such other means as the Client and the Bank may
agree upon from time to time, at the address of the Client provided to the Bank. Unless otherwise
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attanged, all notices to the Bank must be sent to the Client’s relationship manager or ptogram coordinator
team managing the relationship or to any other address notified by the Bank to the Client in writing from
time to time, and may be sent by ordinary mail, by electronic transmission or by such other means as the
Client and the Bank agree upon from time to time.
0. If any credit arises on an Account with respect to a Card (for example as a result of a duplicate payment,
metchant refund or refund for a disputed transaction), Bank will apply the credit to offset any amount owed
to Bank, either then or at any later time, under this Master Agreement. Bank may at its option pay it to the
relevant Cardholder or Client using any method chosen by Bank.
IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be executed by their duly
authorized representatives as of the Effective Date.
JPMORGAN CHASE BANK, N.A.
By
Name
Title
Client Authorization: The undersigned is an officer, member, manager, director, managing partner, or general
partner (or person authorized to represent the foregoing), as applicable, of Client, authorized to bind Client to enter
into and to perform its obligations under this Master Agreement The undersigned certifies to Bank that the
governing body of Client has adopted resolutions or other appropriate and binding measures authorizing Client to
enter into and perform its obligations under this Master Agreement and that those resolutions or other appropriate
and binding measures were: (a) adopted in accordance with, as applicable, all requirements of law and Client’s
organizational or constituent documents, (b) have been entered into the minute books or company recotds of
Client, and (¢) are now in full force and effect. Client shall provide to Bank immediately upon demand conclusive
evidence of the authorizations described above.
CITY OF GLENDALE
By
Name
Title
Note: The legal name of any member, managing membet ot genetal partner who is signing but is not an individual
person must appear in the signature block.
Client Attestation: The undersigned officer, membet, manager, director, managing partner, ot general partner (or
person authorized to represent the foregoing) of Client, hereby certifies that the individual signing above on behalf
of Client has been duly authorized to bind Client and to enter into and perform its obligations under this Master
Agreement and that the person signing above on behalf of Client, whose execution of this Master Agreement was
witnessed by the undersigned, is an officer, member, manager, director, managing partner, or general partner (or
person authorized to represent the foregoing) of Client possessing authority to execute this Master Agreement.
Client shall provide to Bank immediately upon demand conclusive evidence of the authotizations described above.
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By
Name
Title
Note: The person signing the attestation shall be someone different from the person signing above on behalf of
Client.
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