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Agenda 06/26/2018 Item #16E106/26/2018 EXECUTIVE SUMMARY Recommendation to award Request for Proposal #18-7263 for Visa Commercial Card Services with J.P. Morgan Chase Bank, N.A., for Collier County’s Purchasing Card Program and authorize the Chairman to execute the attached Agreement. OBJECTIVE: To provide an alternate method of payment to promote efficiency and ensure continuity of operations. CONSIDERATIONS: In 1998, the Board of County Commissioners authorized the Procurement Services Division to implement the Purchasing Card (P-Card) Program. The Collier County P-Card is an actual credit card used for legitimate public purchases and billed directly to Collier County for payment. It is a payment method designed to lower the transaction cost of obtaining small dollar goods; improve delivery times and efficiency for the cardholder; provide excellent controls through data management; improve supplier relationships; provide rebate program revenue; and provide flexibility to the divisions in performing their day to day operations. The overall management and operations of the County’s P-Card program falls under the Procurement Services Director. The P-Card is assigned to specific employees to transact purchases in accordance with the Procurement Ordinance, the Procurement Manual, the P-Card Manual and CMA 5808. On November 22, 2017, the Procurement Services Division released Request for Proposal 18-7263 to 387 vendors. Twenty-eight (28) bid packages were downloaded, and four (4) proposals were received by the due date of January 18, 2018. A selection committee convened on March 6, 2018 and recommended award to JP Morgan Chase Bank, N.A. as shown by the below rankings. The Procurement Services Division concurs with the selection committee’s recommendation. The County currently holds an agreement (#16-7036) with Sun Trust Bank for these services, which will remain valid and utilized concurrently with this new award to allow a smooth transition period, as the replacement cards are issued and activated. Staff will seek BCC authorization to terminate the contract with Sun Trust Bank at the conclusion of the transition. FISCAL IMPACT: The current P-Card program spend in FY 2017 was approximately $2.87 million, consisting of 10,800 transactions, with 342 active card holders. This resulted in app roximately $36,000 in rebates to the County. Operating Divisions have accounted for expenses in their budgets for the procurement of goods and services. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for Board approval. -SRT GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this action. RECOMMENDATION: To award the County’s P-Card Services to JP Morgan Chase, N.A. and authorize the Chairman to sign the attached Agreement. 06/26/2018 Prepared by: Cat Bigelow, Procurement Operations Manager, Procurement Services ATTACHMENT(S) 1. BCC_Master Agreement (JPMC-Signed) 06-04-2018 (PDF) 2. 18-7263 NORA (PDF) 3. 18-7263 Final Ranking Sheet (PDF) 4. 18-7263 Request for Proposal (PDF) 5. [Linked] 18-7263 J.P. Morgan's Proposal (PDF) 06/26/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.1 Doc ID: 5496 Item Summary: Recommendation to award Request for Proposal #18-7263 for Visa Commercial Card Services with J.P. Morgan Chase Bank, N.A., for Collier County’s Purchasing Card Program and authorize the Chairman to execute the attached Agreement. Meeting Date: 06/26/2018 Prepared by: Title: Supervisor - Operations – Procurement Services Name: Catherine Bigelow 06/06/2018 12:44 PM Submitted by: Title: – Procurement Services Name: Ted Coyman 06/06/2018 12:44 PM Approved By: Review: Administrative Services Department Paula Brethauer Level 1 Division Reviewer Completed 06/06/2018 4:10 PM Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 06/07/2018 10:07 AM Procurement Services Ted Coyman Additional Reviewer Completed 06/07/2018 6:14 PM Procurement Services Sandra Herrera Additional Reviewer Completed 06/08/2018 7:24 AM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 06/08/2018 4:44 PM Procurement Services Ted Coyman Additional Reviewer Completed 06/08/2018 5:48 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/11/2018 7:38 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 06/14/2018 10:16 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 06/15/2018 10:34 AM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 06/15/2018 3:05 PM Board of County Commissioners MaryJo Brock Meeting Pending 06/26/2018 9:00 AM MASTER COMMERCIAL CARD AGREEMENT (Client's/Collier County's Agreement No, 18-7263) Version 2.1 This Master Commercial Card Agreement, which is comprised of 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 2018 (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" or "Contractor") shall provide commercial card services to Collier County Board of County Commissioners ("Client" or "County") who executes this Master Agreement and/or one or more 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 . Definitions Each capitalized term used in this Master Agreement shall have the following defined meanings set forth below or as otherwise set forth herein. Access Code means the user identification code and password assigned to Authorized Users. 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 securities 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, directives, circulars, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self-regulatory organization such as the European Union, that apply to a Party's obligations under the Master Agreement. Authorized Approver or Authorized Signer means an individual(s) designated by Client to have authority over the Program. Authorized User means an individual designated by Client to access Account and Transaction data and reports. 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 ca rd bearing a card number and accounts and card numbers with no associated plastic card, which includes Single -Use Accounts. Card Request means a written or electronic transmittal from Client, requesting Bank to issue a Card(s). Cardheider means: (A) an individual in whose name a Card is issued, and (D) any person or entity authorized Dy Cllent 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. 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. Effective Date means the date indicated as such on the introductory paragraph. Fraudulent Transactions means transactions made on a Card 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 are jointly and severally liable for the Transactions, subject to the Master Agreement, and the Cardholder Agreement. Page 1 of 13 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 commercial card 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. Program Administrator means an individual or individuals authorized by Client to perform administrative and security functions in connection with the Program and System. Single -Use Account means a one-time virtual card number generated for a single trapsaction. Systems means the systems through which Client can access Account and Transaction data and reports. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest). Tax Deduction means a deduction or withholding for or on account of Tax from a payment under the Master Agreement. Transaction means a purchase, a cash advance, fees, charges or any other activity charged to an Account in respect of a Card. 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 authorized representatives of Client who are 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 Program. 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 defences 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"). D. Supplier Recruitment. Supplier recruitment is an optional recruitment campaign comprising of certain services provided by Bank (such services collectively, "Supplier Recruitment") in connection with certain products. Should Client request Supplier Recruitment services, Client shall be deemed to have accepted and agreed to the following terms of use: I. Client will complete Supplier Campaign QuestionnairelForm provided by Bank; ii. Client will commit to having internal resources available to address weekly recruitment needs; ill. Client will provide, to the extent commercially reasonable, complete and accurate supplier information including, but not limited to, supplier name, remittance address, contact name, phone number, and email addresses. IV. Should Client not have complete and accurate Supplier contact information, the Bank will offer "Supplier Data Enrichment", a recruitment service utilizing internal and external data sources to obtain supplier contact information for the purpose of Supplier Recruitment. Bank will use commercially reasonable efforts to enrich supplier data provided by client via the Supplier Data Enrichment process. Client is solely responsible for validating Bank obtained supplier contact information during the recruitment process and prior to issuing payment to that supplier. Client acknowledges that supplier contact information is deemed to be accurate once payment has been requested. V. Bank reserves the right to refuse or discontinue Supplier Recruitment and/or Data Enrichment services at any time. 3. 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 or permit to be given, any Card to a Cardholder before the Cardholder applicat on process defined by Bank is completed. B. Notify each Cardholder at the earliest opportunity: (1) 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 provide Transaction and Account information to third Parties at Client's request. Page 2 of 10 C. 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 required; and (v) to the extent that Cardholder Agreements and Cardholder documentation are provided, cause Cardholders to comply with the Cardholder Agreements and Cardholder documentation. D. If not previously provided by Bank, provide to each actual and prospective Cardholder, in accordance with Bank's instructions, Cardholder documentation supplied by Bank. E. Immediately notify Bank: (1) of any Card or any Account which is no longer required; and (ii) by phone of any Card that Client knows or suspects has been lost, stolen, misappropriated, improperly used or compromised. in connection with Client's notifications obligations described herein and notwithstanding anything to the contrary contained in this Master Agreement: 1. 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 - a. Client must block required high risk merchant category codes ("MCC's") 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 forthe 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 commercially reasonable efforts to assist In obtaining reimbursement from a merchant. Client or, 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. I. 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 require, 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 hundred and twenty (120) days of the first billing in respect of the relevant Transaction, K. Unless otherwise provided to Bank, provide 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 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. f] Page 3 of 13 B. Bank may at any time: (i) increase or decrease any Credit Limit or the Cardholder Credit Limit or any other limit in connection with any Card or any Account or the Program; (ii) refuse to authorize Transactions; (ii) vary the payment terms, or require the provision of security or 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. 6. System Access A. Bank shall provide Client with password -protected access to Systems through use of an Access Code. Bank shall assign an initial Access Code to the Program Administrator who shall create and disseminate Access Codes to Authorized Users. B. Client shall adhere to security procedures, terms and conditions provided by Bank regarding the System as set forth herein. Client agrees that any access, Transaction or business conducted using an Access Code 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 Instructions and messages which are issued with Access Codes, without making any further verification or inquiry. D. Bank is authorized to rely upon any written instruction that designates an Authorized Signer until the authority of any such Authorized Signer is revoked by Client by written instruction to Bank, and Bank has reasonable opportunity to act on such instruction. E. From time to time, Bank may suspend the System when Bank considers It necessary 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. 6. Representations and Warranties 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 party, (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 organizational action of such Party 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 commercially reasonable efforts to ensure that such applicants to whom it requests Bank to issue Cards to and whom Client authorizes to use the Cards/Accounts are not identified on a prohibited government sanctions list, are not located or resident in a sanctioned country, or otherwise subject to a sanctions program applicable to Client. Bank reserves the right to terminate the Master Agreement andtor cancel any of the Accounts at any time if Bank determines that a Card has been issued to a person residing in a sanctioned jurisdiction or where the Cardholder's name, or the name of an individual authorized to use a Card/Account, appears 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. 7. 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 Bank regardless of the method(s) by which Client elects to receive invoice information from Bank (e.g., in electronic form, mappers or 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 or access to such electronic periodic statements. 8. Term and Termination This Master Agreement shall commence as of the Effective Date and continue in full force and effect for a period of five (5) years unless otherwise terminated in accordance with the terms of this Section 8. Thereafter this Master Agreement maybe renewed for a successive one-year term upon mutual written agreement by the Parties, unless earlier terminated as set forth herein. The County Manager, or his designee, may, at his discretion, extend the Master Agreement under all of the terms and conditions contained in this Master Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Bank written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then In effect. A. Either Party may terminate this Master Agreement for any or no reason upon sixty (60) days prior written notice to the other Party. B. Either Party may terminate this Master Agreement immediately upon the occurrence of one or more of the following events: (1) 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 notice of the breach from the non -breaching Party. Page 4 of 13 n C. In addition, Bank may immediately (a) terminate this Master Agreement, (b) terminate one or more services provided for in this Master Agreement, and/or (c) terminate one or more Cards upon the occurrence of one or 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 or its parent, subsidiary or affiliate in the payment of any debt owed to Bank or a Bank -related entity under 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 prove to be inaccurate, false or misleading in any material respect when made. D. This Master Agreement shall terminate immediately upon the termination of all Accounts issued pursuant to this Master Agreement. E. In the event of termination of this Master Agreement by Bank in accordance with Section 8.0 or Section 8.1) above, Client shall immediately pay all amounts owing under the Agreement, without set-off or deduction. F. In the event of termination of the Master Agreement for any reason other than by Bank in accordance with Section 8.0 or 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. G. Upon termination of this Master Agreement for any reason, Client shall promptly destroy all physical Cards furnished to Cardholders. H Client (upon notice to Bank) may suspend or terminate any Account or any Card under any Account at any time and for any reason. 1. Sections 3, 4, 5, 6, &D, 9, 10, and 11 of this Master Agreement shall survive the termination of the Master Agreement or any Local Schedule 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. 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. THE FOREGOING INDEMNIFICATION BY CLIENT SHALL NOT CONSTITUTE A WAIVER OF ITS SOVEREIGN IMMUNITY BEYOND THE LIMITS SET FORTH IN FLORIDA STATUTES, SECTION 768.28. 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 under this Master Agreement, (B) is or becomes lawfully obtainable from other sources who are 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 Party's confidential Information; (E) is in an aggregate form non -attributable to the disclosing Party; (F) is required to be disclosed to, or 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 relevant 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 Cardholder 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 (and 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 in connection with Bank's provision of Program services; provided, thatthe service providers comply with the terms of this Section 10. Confidentially of information contained in this Master Agreement, or services provided, are subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. 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. if any provision of this MasterAgreement is found by an arbitrator or court of competent jurisdiction to be unenforceable, such provision 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 Parties 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 or implied right or obligaticns of, or commitment to, any third party without the prior written consent of Bank. Page 5 of3O D. In the regular course of business, Bank may monitor, record and retain telephone conversations made or initiated to or by Bank from or to Client or Cardholders. E. This Master Agreement shall be binding upon and inure to the benefit of Client and Bank and their respective successors and permitted assigns. F. This Master Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous 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. G. This Master Agreement may be signed in one or more counterparts, each of which shall be an original, 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. H. 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. I. 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. J. Any disputes between the Parties hereto concerning this Master Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law provisions thereof. Prior to the initiation of any action or proceeding permitted by this Master Agreement to resolve disputes (other than billing -related disputes) between the Parties, the Parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Bank with full decision- making authority and by Client's staff person who would make the presentation of any settlement reached during negotiations to Client for approval. Such negotiation shall take place within thirty (30) days from the date a Party makes a request to negotiate a dispute. Failing resolution, and prior to the commencement of depositions in any litigation between the Parties arising out of this Master Agreement, and only if the Parties agree to subject any dispute to mediation, the Parties shall attempt to resolve the dispute through mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Bank with full decision-making authority and by Client's staff person who would make the presentation of any settlement reached at mediation to Client's board for approval. Should either Party fail to submit to mediation as required hereunder, the other Party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 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 1-0 ANY TRANSACTIONS HEREUNDER. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES, K. 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). L. 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 shall be sent to the address set forth below or such other address as specified in a written form from one Party to the other. To Bank: JPMorgan Chase Bank, N.A. 10 S. Dearborn Street Mail Code IL1-0286 Chicago, IL 60603-2300 UNITED STATES Attn: Commercial Card Legal To Client. Collier County Board of County Commissioners c/o Procurernera Services Division 3295 Tamlaml Trail Naples, Florida 34103 Attn: Cat Bigelow, Procurement Manager M. The Bank shall provide services in accordance with the terms and conditions of this Master Agreement, the County's Request for Proposal #18.7263, its Attachment(s), Exhibit(s) and Addenda and the Bank's proposal, each of which is referred to herein and made an integral part of this Agreement. For the avoidance of doubt, in an event of a conflict between these three documents the order of precedence shall be this Master Agreement, then the Bank's proposal, followed by the County's Request for Proposal #18-7263, its Attachment(s), Exhibit(s) and Addenda. Page 6 of 13 C N. By executing and entering into this Agreement, the Client is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, at seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: Keep and maintain public records required by the public agency to perform the service. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency, Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. O. The Parties shall not assign this Master Agreement or any part thereof, without the prior consent in writing of the non -assigning Party. Any attempt to assign or otherwise transfer this Master Agreement, or any part herein, without the Party's consent, shall be void. If a Party does, with approval, assign this Master Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward the assigning Party all of the obligations and responsibilities that the assigning Party has assumed toward the non - assigning Party. Notwithstanding anything in this Master Agreement to the contrary, Bank may assign this Master Agreement in its entirety and all (but not less than ail) of Bank's rights and obligations hereunder to JPMorgan Chase & Co., C'JPMorgan) in the event (and only in the event) that: (i) JPMorgan acquires Bank (whether by way of merger, consolidation, amalgamation, other corporation transaction, purchase or in any other manner); (ii) upon such acquisition, Bank ceases to exist as a separate legal entity; and (iii) JPMorgan has the financial, operational and business resources and assets to perform Bank's obligations hereunder and is otherwise capable of performing Bank's obligations hereunder. P. If any credit arises on an Account in respect of a Card (for example as a result of a duplicate payment, merchant 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. Q. Insurance. During the term of :his Master Agreement the Bank will maintain the following minimum levels of insurance (1) workers' compensation insurance for Bank's employees equal to applicable Florida Statutes, Chapter 440 and all Federal Government Statutory Limits and Requirements and an employer's liability policy in an amount not less than $100,000.00; (ti) commercial general liability policy or policies in an amount not less than $1,000,000 per occurrence and $2,000,000.00 aggregate; (iii) commercial business automobile liability policy or policies in an amount not less than $1,000,000.00 single accident; and (iv) Bank currently maintains a Privacy, Media and Network Security Insurance policy in the combined overall limit of $600,000,000.00 in the aggregate covering: (a) Network Security & Privacy Liability, (b) Event Management, (c) Network Business Interruption, (d) Crisis Fund, (e) Regulatory Defense, Fines, Penalties and Consumer Redress, and (f) Payment Card Industry (PCI) Fines. Page 7 of IS � � IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be executed by their duly authorized representatives as of the Effective Date. JPMORG S�k" BAN By Name Jud MisChel Title Executive Director Co-mmerctW 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 records of Client, and (c) are now in full force and effect. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above. CLIENT By Name Title Note: The legal name of any member, managing member or general partner who is signing but is not an individual person must appear in the signature block. Client Attestation: The undersigned officer, member, manager, director, managing partner, or 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 authorizations described above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts By: By: Chairman Dated: (SEAL) Approved as to Form and Legality: County Attorney Print Name Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client. Page 8 EXHIBIT 1 to the Master Terms FEES & INCENTIVES 1. DEFINITIONS. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Agreement. "Average Annual Spend per Card" means annual U.S. Total Charge Volume divided by the average number of open Cards included in the calculation of annual U.S. Total Charge Volume for any Contract Year. The average number of open Cards is calculated as the number of Carets open at each month-end, averaged over such Contract Year. "Average Annual Transaction Size" means annual U.S. Total Single -Use Charge Volume divided by the total number of Transactions included in the calculation of annual U.S. Total Single -Use Charge Volume for any Contract Year. "Average File Turn" has the meaning given to it In Section 3.A.i. "Combined Large Ticket Transaction Volume" means the sum of U.S. Large Ticket Transaction Volume and U.S. Single -Use Large Ticket Transaction Volume. "Combined Net Charge Volume" means the sum of U.S. Net Charge Volume and U.S. Net Single -Use Charge Volume. "Combined Total Charge Volume" means the sum of U.S. Total Charge Volume and U.S. Total Single -Use Charge Volume. "Contract Year" means a 12 -month period beginning on the Effective Date of this Agreement or any anniversary of such date. "Credit Losses" means all amounts due to Bank in connection with any and all Cards orAccounts that Bank has written off as uncollectible, excluding amounts due in respect of Fraudulent Transactions. "Fraudulent Transactions" means Transactions made on a Card or Account by a person, other than Client or Cardholder, who does not have actual, implied, or apparent authority for such use, and which the Cardholder or Client receives no direct or indirect benefit. "Large Ticket Transaction" means a Transaction that the Credit Card Networks have determined qualifies as a large ticket transaction. "Settlement Terms" means the combination of the number of calendar days in a billing Cycle and the number of calendar days following the end of a billing Cycle to the date the payment is due. Settlement Terms are expressed as X & Y, where X is the number of calendar days in the billing Cycle and Y is the number of calendar days following the end of a billing Cycle to the date the payment is due. "U.S. Large Ticket Transaction Volume" means total Large Ticket Transactions made on any and all U.S. dollar issued Cards or Accounts, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Credit Card Network rules. U.S. Large Ticket Transaction Volume does not include U.S. Single -Use Large Ticket Transaction Volume. "U.S. Net Charge Volume" means total charges made on any and all U.S. dollar issued Cards or Accounts, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Credit Card Network rules. U.S. Net Charge Volume does not include U.S. Large Ticket Transaction Volume, U.S. Net Single -Use Charge Volume, or U.S. Single -Use Large Ticket Transaction Volume. "U.S. Net Single -Use Charge Volume" means total charges made on any and all U.S. dollar issued Single -Use Accounts, net of returns, cash advances, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Credit Card Network rules. U.S. Net Single -Use Charge Volume does not Include U.S. Single -Use Large Ticket Transaction Volume. "U.S. Single -Use Large Ticket Transaction Volume" means total Large Ticket Transactions made on any and all U.S. dollar issued Single - Use Accounts, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for;nterchange under applicable Credit Card Network rules. "U.S. Total Charge Volume" means the sum of U.S. Net Charge Volume and U.S Large Ticket Transaction Volume. "U.S. Total Single -Use Charge Volume" means the sum of U.S. Net Single -Use Charge Volume and U.S. Single -Use Large Ticket Transaction Volume. Page 9 of 13 2. REBATES A. Volume Rebate Bank will pay Client a rebate based on the annual Combined Total Charge Volume achieved according to the following schedule. The rebate will be calculated as the Volume Rebate Rate (as determined according to the following schedule) multiplied by the annual Combined Net Charge Volume, subject to the rebate adjustments below. Combined U.S. Purchasing Card and U.B. Single -Use Account Programs Annual Combined Total Charge Volume Volume Rebate Rate 30 & 14 Settlement Terms $1,000,000 1.46% $4,000,000 1.58% $7,000,000 1.64% $10,000,000 1.68% $15,000,000 1.72% $20,000,000 1.74% $25,000,000 – 1.76% $30,004,000 1.77% $35,000,000-------- ------��- 1.80% $40,000,000 1.81% $50,000,000 -- — 1.83% $75,000,000 1.85% $100,000,000+ 1.88% B. Large Ticket Rebate Should Client achieve the minimum annual Combined Total Charge Volume required to earn a Volume Rebate as stated above, Bank will pay Client a rebate based on annual Combined Large Ticket Transaction Volume. The rebate will be calculated as the Large Ticket Rebate Rate (as determined according to the following schedule) multiplied by the annual Combined Large Ticket Transaction Volume, subject to the rebate adjustments below. Combined U.S. Purchasing Card and U.S. Single -Use Account Programs Large Ticket Volume Rebate Rate 30 & 14 Settlement Terms 0.50% 3. REBATE ADJUSTMENTS A. Average File Turn Adiustment L Programs Contracted on Settlement Terms of 30 & 14 a. For purposes of this Section 3.A.i, "Average File Turn" means the annual average outstanding balance for Programs contracted on Settlement Terms of 30 & 14 (i.e. sum of the average outstanding balances for each calendar month divided by 12) divided by the annual Combined Total Charge Volume associated with Programs contracted on Settlement Terms of 30 & 14, multiplied by 365. The Volume Rebate Rate and Large Ticket Rebate Rate will be adjusted (either increased or decreased as applicable) based on the Average File Turn of Client's Program(s) over a Contract Year ("Average File Turn Adjustment"). b. Programs with Settlement Terms of 30 & 14 will have an Average File Turn of 29 if Client spends ratably throughout each Cycle. The Average File Turn Adjustment for Client's Program(s) with Settlement Terms of 30 & 14 is calculated by determining the difference between Client's actual Average File Turn for such Program(s) Page 10 of 13 0 and 29. If Client's actual Average File Turn for such Program(s) is less than 29, the Volume Rebate Rate and Large Ticket Rebate Rate will each be Increased by 0.0050% for each whole number less than 29. if the Average File Turn for such Program(s) is greater than 29, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 29 but less than 46. ii. If Client's actual Average File Turn under Section 3.A.1 is greater than 45 days, Client will not qualify for any rebate payment (as described below in the General Rebate Terms Section). B. Average Annual Spend per Card Adiustment Bank may adjust the Rebates if the Average Annual Spend per Card decreases more than 20%. The U.S. Purchasing Card Program assumes an Average Annual Spend per Card of $16,667.00. C. Average Annual Transaction Size Adiustment Bank may adjust the Rebates if the Average Annual Transaction Size decreases more than 20%. The U.S. Single -Use Account Program assumes an Average Annual Transaction Size of $1,500.00. D. Interchange Rate Adiustment In the event of a reduction in interchange rates by the Credit Card Networks, Bank reserves the right to adjust the rebate rates and fees accordingly. 4. GENERAL REBATE TERMS A. Annual Rebates I. Rebates will be calculated annually in arrears. Rebate payments will be made in USD within the ninety (90) day period after the end of the Contract Year (the "Rebate Calculation Period") via wire transfer to a business account designated by Client and authenticated by Bank. Payment is contingent upon Bank receiving Client's wire instructions and Bank's authentication of such instructions prior to the end of the Rebate Calculation Period. ii. Rebate amounts are subject to reduction by all Credit Losses. If Credit Losses exceed the rebate earned for any Contract Year, Client shall pay to Bank the amount in excess of the rebate, which invoice shall be due and payable In accordance with the terms of such invoice. If Client is participating in more than one Program, Bank reserves the right to offset any Credit Losses from one Program against any rebate earned under any other Program. In no event will Bank pay Client a rebate for the year in which the Agreement is terminated. B. To qualify for any rebate payment, all of the following conditions must be met. I. Client is not in default under the Agreement at the time of rebate calculation and payment. ii. Account(s) must be current at the time of rebate calculation and payment. iii. Average File Turn must be less than 46 days (as stated in the Average File Turn Adjustment section). 6. SETTLEMENT TERMS Payment must be received by Bank in accordance with the Settlement Terms. Late payments shall be subject to fees as specified in the Fees Section of this Exhibit. Settlement Terms are 30 & 14 for the U.S. Purchasing Card and U.S. Single -Use Account Programs. 6. FEES The following are the fees associated with U.S. Purchasing Card and U.S_ Single -Use Account Programs: STANDARD SERVICES AND FEES Late payment charge Central bill: 1 % of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter International transaction 1.5% of the US Dollar amount charged Rush card $25 per card if processed through Bank. Standard card $0.00 ADDITIONAL SERVICES AND FEES Cash advances 2.5% of amount advanced ($2.50 minimum with no maximum) Convenience check 2% of check amount ($1.50 minimum with no maximum) If Client requests services not listed in this schedule, Client agrees to pay the fees associated with such services. Page 11 of 13 Do LOCAL SCHEDULE FOR THE UNITED STATES This Local Schedule for the United States ("U.S. Schedule") sets forth the terms and conditions that will apply to Bank's establishment of Accounts in the name of Client and/or one or more Client Affiliates and Issuance of Cards to its and their respective employees and authorized representatives in the United States. This U.S. Schedule is made a part of and incorporated into the Master Terms as though fully set forth therein. If a provision of this U.S. Schedule conflicts with the Master Terms, the provision of this U.S. Schedule will prevail. I. Overview Bank shall issue Cards under the Program in the United States ("U.S. Program") in United States Dollars, and Client may participate in the U.S. Program subject to the terms of this U.S. Schedule. ii. Definitions Capitalized terms used but not defined in this U.S. Schedule will have the meanings given to them in the Master Terms. For purposes of this U.S. Schedule, the following terms shall be defined as set forth below: Business Day means a day on which Bank and Federal Reserve Banks are open for business. International Transaction means any Transaction that is made In a currency other than U.S. dollars or is made in U.S. dollars outside of the United States of America. Ill. Certain Additional Teras Client represents and warrants that the Cards and Accounts to be issued and established under this U.S. Schedule are substitutes for accepted cards and accounts, or will be sought and issued only in response to written requests or applications for such Cards or Accounts. Client shall retain such applications (paper or electronic) for any Card when such application is not provided to Bank, for a period of twenty-five (25) months after the application has been received and acted upon. IV. Fees and Incentives The fees and charges and incentives (if any) related to this U.S. Schedule are set forth on Exhibit 1 to the Master Terms. V. Notices All notices and other communications required or permitted to be given under this U.S. Schedule shall be in writing, except as otherwise provided herein, and shall be effective on the date on which such notice is received by the Party to which it is addressed. All notices shall be sent to the address set forth below or such other address as specified in a written form from one Party to the other. To Bank: JPMorgan Chase Bank, N.A. 10 S. Dearborn Street Mail Code ILI-0266 Chicago, IL 60603-2300 UNITED STATES Attn: Commercial Card Legal To Client: Collier County Board of County Commissioners c/o Procurement Services Division 3295 Tamiami Trail Naples, Florida 34103 Attn: Cat Bigelow, Procurement VI. International Transactions and Fees If an International Transaction is made in a currency other than U.S. dollars, the applicable Network will convert the Transaction Into U.S. dollars using its respective currency conversion procedures, The exchange rate each Network uses to convert currency Is a rate that it selects either from the range of rates available in the wholesale currency markets for the applicable processing date (which rate may vary from the rate the respective entity itself receives), or the government -mandated rate in effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the rate on the date when the International Transaction occurred or when the Card was used. Bank reserves the right to charge an International Transaction Fee, as specified herein. The International Transaction fee will be calculated on the U.S. dollar amount provided to Bank by the Network. Vii. Governing Law Page 12 of 13 T This U.S. Schedule and any matters arising out of or in relation to this U.S, Schedule shall be governed by and construed in accordance with the laws of the State of Florida without reference to the principles of conflicts of that State. T Page 13 of 13 ;W Administrative Services Department Procurement Services Division Notice of Recommended Award Solicitation: 18-7263 Title: Purchase Card Services Due Date and Time: 1/18/18 at 10:00 AM Company Name City State Final Ranking Responsive/Responsible JP Morgan Chase Bank, N.A. Columbus OH 1 YES/YES Suntrust Bank Atlanta GA 2 YES/YES TD Bank, N.A. Wilmington DE 3 YES/YES Wells Fargo Bank, N.A. Tampa FL 4 YES/YES Utilized Local Vendor Preference: Yes I ( No W Recommended Vendors) For Award: On November 22, 2017, the Procurement Services Division released Request for Proposal 18-7263 to 387 vendors for Purchase Card Services. Twenty-eight (28) bid packages were downloaded, and four (4) proposals were received on January 18, 2018. A selection committee convened on March 6, 2018. Award is recommended to JP Morgan Chase Bank, N.A. Required Signatures Project Manager& Date:C-a ' elow Procurement St ategist & Date Viviana Giarimoustas CeIv t v'� n,, P ent Services Director: Edward F. Coyman Jr. Ccy Date Selection CommitteeFinal Ranking SheetRPS #: 18-7263Title: Purchase Card ServicesName of Firm Tara Kelly Gary Cat TotalSelection CommitteeFinal Rank JP Morgan Chase Bank, N.A.11114 1.0000 SunTrust Bank32229 2.0000 TD Bank, N.A.244313 3.0000 Wells Fargo Bank, N.A.433414 4.0000Procurement Professional Viviana GiarimoustasStep 1: Upon direction by the Procurement professional, the individual selection committee member should provide their ranking of the proposals (from highest being number one (1) to lowest. Step 2: The procurement professional will review the mathematically calculated final rank and discuss the rank order .Page 1 of 1 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR PROPOSAL (RFP) FOR Purchasing Card (P-Card) Services SOLICITATION NO.: 18-7263 VIVIANA GIARIMOUSTAS, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-8375 VivianaGiarimoustas@colliergov.net (Email) This solicitation document is prepared in a Microsoft Word format (Rev 8/7/2017). Any alterations to this document made by the Vendor may be grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. 18-7263 Purchasing Card Services 2 TABLE OF CONTENTS ITEM DESCRIPTION ........................................................................................................................................................ 1.0 Introduction 2.0 Background 3.0 Term of Contract 4.0 Request for Proposal (RFP) Process 5.0 Grading Criteria for Development of Shortlist Instruction to Proposers 6.0 Questions 7.0 Pre-Proposal Conference 8.0 Compliance with RFP 9.0 Ambiguity, Conflict, or Other Errors in the RFP 10.0 Proposals, Presentations, and Protest Costs 11.0 Validity of Proposals 12.0 Method of Source Selection 13.0 Evaluation of Proposals 14.0 References 15.0 Reserved Rights 16.0 Collier County Purchase Order Terms and Conditions Additional Terms and Conditions for RFP 17.0 Insurance and Bonding Requirements 18.0 Additional items and/or Service 19.0 County’s Right to Inspect 20.0 Vendor Performance Evaluation 21.0 Additional Terms and Conditions of Contract 22.0 Public Records Compliance 23.0 Work Orders on Fixed Term Contracts 24.0 Payment Method 25.0 Environmental Health and Safety 26.0 Licenses 27.0 Survivability 28.0 Principal/Collusion 29.0 Relation of County 30.0 Termination 31.0 Lobbying 32.0 Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) 33.0 Single Proposal 34.0 Protest Procedures 35.0 Public Entity Crime 36.0 Security and Background Checks 37.0 Conflict of Interest 38.0 Prohibition of Gifts to County Employees 39.0 Immigration law Affidavit Certification Attachments Attachment A – Scope of Services Attachment B – Required Forms 18-7263 Purchasing Card Services 3 FOR QUALIFICATIONS SUBMITTAL SOLICITATION PUBLIC NOTICE REQUEST FOR PROPOSAL (RFP) NUMBER: 18-7263 PROJECT TITLE: Purchasing Card Services LOCATION: PROCUREMENT SERVICES DIVISION, CONFERENCE ROOM A, 3295 TAMIAMI TRAIL EAST, BLDG C-2, NAPLES, FLORIDA 34112 RFP OPENING DAY/DATE/TIME: Thursday, January 18, 2018 at 10:00 AM PLACE OF RFP OPENING: PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FL 34112 All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System: www.colliergov.net/bid 1. INTRODUCTION As requested by the Procurement Division (hereinafter, the “Division or Department”), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, “County”) has issued this Request for P roposal (hereinafter, “RFP”) with the intent of obtaining proposals from interested and qualified vendors in accordance with the terms, conditions and specifications stated or attached. The vendor, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. Historically, County departments have spent approximately $2,500,000 through the use of the Purchasing Card Program; however, this may not be indicative of future buying patterns. The County intends to broaden the use of the Card Program which will result in increased volume. 2. BACKGROUND Collier County has issued this Request for Proposal for the sole purpose and intent of obtaining innovative proposals from interested and qualified banking firms to provide Purchasing Card (P-Card) Services. 3. TERM OF CONTRACT The contract term, if an award(s) is/are made is intended to be for five (5) years with one (1) one (1) year renewal option. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. 4. REQUEST FOR PROPOSAL (RFP) PROCESS 4.1 The Proposers will submit a qualifications proposal which will be scored based on the criteria in Section 5.0 Grading Criteria for Development of Shortlist, which will be the basis for short-listing firms. The Proposers will need to meet the minimum requirements outlined herein in or der for their proposal to be evaluated and scored by the COUNTY. The COUNTY will then grade and rank the firms and enter into negotiations with the top ranked firm to establish cost for the services needed. With successful negotiations, a contract will be developed with the selected firm, based on the negotiated price and scope of services and submitted for approval by the Board of County Commissioners. 4.2 The COUNTY will use a Selection Committee in the Request for Proposal selection process. 4.3 The intent of the scoring of the qualifications proposal is for respondents to indicate their interest, relevant experience, financial capability, staffing and organizational structure. 4.4 Based upon a review of these qualification proposals, the COUNTY will rank the Proposers based on the discussion and clarifying questions on their approach and related criteria, and then negotiate in good faith an Agreement with the top ranked Proposer. 18-7263 Purchasing Card Services 4 4.5 If, in the sole judgment of the COUNTY, a contract cannot be successfully negotiated with the top-ranked firm, negotiations with that firm will be formally terminated and negotiations sha ll begin with the firm ranked second. If a contract cannot be successfully negotiated with the firm ranked second, negotiations with that firm will be formally terminated and negotiations shall begin with the third ranked firm, and so on. The COUNTY reserves the right to negotiate any element of the proposals in the best interest of the COUNTY. 5. GRADING CRITERIA FOR DEVELOPMENT OF SHORTLIST: 5.1 For the development of a shortlist, this evaluation criterion will be utilized by the COUNTY’S Selection Committee to score each proposal. Proposers are encouraged to keep their submittals concise and to include a minimum of marketing materials. Proposals must address the following criteria: Evaluation Criteria Maximum Points 1. Cover Letter / Management Summary 1 Points 2. Certified Minority Business Enterprise 1 Points 3. Experience and Capacity of the Firm 13 Points 4. Program Implementation and Product Details 45 Points 5. Customer Support 25 Points 6. Cost of Services to the County 5 Points 7. Local Vendor Preference 10 Points TOTAL POSSIBLE POINTS 100 Points Tie Breaker: In the event of a tie at final ranking, award shall be made to the proposer with the lower volume of work previously awarded. Volume of work shall be calculated based upon total dollars paid to the proposer in the twenty-four (24) months prior to the RFP submittal deadline. Payment information will be retrieved from the County’s financial system of record. The tie breaking procedure is only applied in the final ranking step of the selecti on process and is invoked by the Procurement Services Division Director or designee . In the event a tie still exists, selection will be determined based on random selection by the Procurement Services Director before at least three (3) witnesses. ----------------------------------------------------------------------------------------------------------------------------------------------- Each criterion and methodology for scoring is further described below. EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY (1 Total Points Available) Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission of a signed Proposal is Vendor's certification that the Vendor will accept any awards as a result of this RFP. EVALUATION CRITERIA NO. 2: CERTIFIED MINORITY BUSINESS ENTERPRISE (1 Total Points Available) Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Minority Business Enterprise. EVALUATION CRITERIA NO. 3: EXPERIENCE AND CAPACITY OF THE FIRM (13 Total Points Available) In this tab, include but not limited to: • Provide information that documents your firm’s qualifications to produce the required deliverables including abilities, capacity, skill, financial strength, and number of years of experience in providing the required services. • Describe the various team members’ successful experience in working with one another on previous projects. • How many merchants/suppliers currently accept your company’s purchasing card? • Do you have the ability to restrict spending to preferred suppliers? Please describe. • Describe your company’s initiative toward incorporating merchants/suppliers that do not currently accept the purchasing card. • Describe how your organization handles supplier education and on-going management. • Describe the spending control and spending limit options available on purchasing card accounts. • Describe all liability options available or associated with a purchasing card. • Provide your company’s fraud and theft preventive measures that help prevent financial exposure from card account abuse for your customers. • How do you ensure that Collier County is protected from unauthorized charges? 18-7263 Purchasing Card Services 5 The County requests that the vendor submit three (3) completed reference forms from clients during the past seven (7) years, one of which should be with the government sector as a part of their proposal. Provide information on the projects completed by the vendor that best represent projects of similar size, scope and complexity of this project using form provided in Attachment B – Form 8. Vendors may include two (2) additional pages for each project to illustrate aspects of the completed project that provides the information to assess the experience of the Proposer on relevant project work. EVALUATION CRITERIA NO. 4: PROGRAM IMPLEMENTATION AND PRODUCT DETAILS (45 Total Points Available) In this tab, include but not limited to: • Describe your company’s procedures for customer account program design and implementation. • Describe your card issuance process, including timing, for new cards, lost/stolen cards, replacement cards (including “emergency” replacement). •Describe your company’s web based software application (compatible with SAP) to upload Visa files. • Based on your experience, list the critical success factors for a Purchasing Card Program and the factors, which have caused programs to fail or not to work as well as e xpected. • Once the program is implemented, provide procedures and timelines for spending limit changes general maintenance including name and address changes as well as MCC blocking new applications renewal cards. • Provide foreign use policy. • Describe your company’s ability to capture and transmit commodity code(s) of a purchase transaction if any. • Provide a lookup range of archive transaction data. • Describe any advanced audit capabilities such as Intellink. EVALUATION CRITERIA NO. 5: CUSTOMER SUPPORT (25 Total Points Available) In this tab, include but not limited to: • Describe the issuer’s customer service organizational structure. • Describe the card account activation and deactivation process for card accounts. Detail the level of account support you would provide in managing these processes. • Describe your customer service capabilities for cardholders, including the following: • Hours of coverage • Toll free number access • Types of services offered • Describe your company’s customer service response policy and processes. Detail customer service round -the- clock availability, dedicated team structures, telephone response average wait times and phone systems automated response unit (ARU) capabilities. For telephone response times, include the following information (most recent monthly average): • Number of calls received • Numbers of calls handled • Number of calls abandoned • Number of calls facilitated within 30 seconds of being placed in a hold queue. • Average wait time • Average length of talk time • If a Cardholder has a dispute or issue with a charge, what is the resolution process and timeline? EVALUATION CRITERIA NO. 6: COST OF SERVICES TO THE COUNTY (5 Total Points Available) The County expects no setup fees or implementation costs. No transaction fees or card fees including standard card design, nor any charge for software programs, or access to electronic billing, reporting and payment tools . • Provide any fees for expedited card requests • Provide a rebate schedule EVALUATION CRITERIA NO. 7: LOCAL VENDOR PREFERENCE (10 Total Points Available) Local business is defined as the vendor having a current Business Tax Receipt issued by the Collier or Lee County Tax Collector for at least one year prior to proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier or Lee County from which the vendor’s staff operates and performs business in an area zoned for the conduct of such business. 18-7263 Purchasing Card Services 6 INSTRUCTIONS TO PROPOSERS 6. QUESTIONS 6.1 Direct questions related to this RFP to the Collier County Procurement Services Division Online Bidding System website: www.colliergov.net/bid. 6.2 Proposers must clearly understand that the only official answer or position of the County will be th e one stated on the Collier County Procurement Services Division Online Bidding System website. For general questions, please call the referenced Procurement Strategist noted on the cover page. 7. PRE-PROPOSAL CONFERENCE 7.1 The purpose of the pre-proposal conference is to allow an open forum for discussion and questioning with County staff regarding the RFP with all prospective vendors having an equal opportunity to hear and participate. Oral questions will receive oral responses, neither of which will be official, nor become part of the RFP. Only written responses to written questions will be considered official, and will be included as part of the RFP as an addendum. 7.2 All prospective vendors are strongly encouraged to attend, as, this will usually be the only pre -proposal conference for this solicitation. If this pre-proposal conference is denoted as “mandatory”, prospective Vendors must be present in order to submit a proposal response. 8. COMPLIANCE WITH THE RFP Proposals must be in strict compliance with this RFP. Failure to comply with all provisions of the RFS may result in disqualification. 9. AMBIGUITY, CONFLICT, OR OTHER ERRORS IN THE RFP It is the sole responsibility of the vendor if they discover any ambiguity, conflict, discrepancy, omission or other error in the RFP, to immediately notify the Procurement Professional, noted herein, of such error in writing and request modification or clarification of the document prior to submitting the proposal. The Procurement Professional will make modifications by issuing a written revision and will give written notice to all parties who have received this R FP from the Procurement Services Division. 10. PROPOSALS, PRESENTATIONS, AND PROTEST COSTS The County will not be liable in any way for any costs incurred by any Vendor in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any discussions, negotiations, or, if applicable, any protest procedures. 11. VALIDITY OF PROPOSALS No proposal can be withdrawn after it is opened unless the vendor makes their request in writing to the County. All proposals shall be valid for a period of one hundred eighty (180) days from the submission date to accommodate evaluation and selection process. 12. METHOD OF SOURCE SELECTION 12.1 The County is using the Competitive Sealed Proposals methodology of source selection for this procurement, as authorized by Ordinance Number 2017-08, establishing and adopting the Collier County Procurement Ordinance. 12.2 If the County receives proposals from less than three (3) firms, the Procurement Director shall review all the facts and determine if it is in the best interest of the County to solicit additional proposals or request that the Selection Committee rank order the received proposals. 13. EVALUATION OF PROPOSALS 13.1 The County’s procedure for selecting is as follows: 13.1.1 The Procurement Services Director shall appoint a selection committee to review all proposals submitted. 13.1.2 The Request for Proposal is issued. 13.1.3 Subsequent to the receipt closing date for the proposals, the Procurement Professional will review the proposals received and verify each proposal to determine if it minimally responds to the requirements of the published RFP. 13.1.4 Selection committee meetings will be open to the public and publicly noticed by the Procurement Services 18-7263 Purchasing Card Services 7 Division. 13.1.5 In an initial organization meeting, the selection committee members will receive instructions, the submitted proposals, and establish the next selection committee meeting date and time. After the first meeting, the Procurement professional will publicly announce all subsequent committee meeting dates and times. The subsequent meeting dates and times will be publicly posted with at least one (1) day advanced notice. 13.1.6 Selection committee members will independently review and score each proposal based on the eva luation criteria stated in the request for proposal using the Individual Selection Committee Score and Rank Form and prepare comments for discussion at the next meeting. The Individual Selection Committee Score and Rank Form is merely a tool to assist the selection committee member in their review of the proposals. 13.1.7 At the publicly noticed selection committee meeting, the members will present their independent findings / conclusions / comments based on their reading and interpretation of the materials pre sented to each other, and may ask questions of one another. Time will be allowed for public comment. 13.1.8 Collier County selection committee members may consider all the material submitted by the Proposer and other information Collier County may obtain to determine whether the Proposer is capable of and has a history of successfully completing projects of this type, including, without limitation, additional information Collier County may request, clarification of proposer information, and/or additional credit information. 13.1.9 Once the individual scoring has been completed, the Procurement professional will read the results publicly. The committee will make a determination if oral presentations are needed and which firms will be invited to give oral presentations by short listing the proposals submitted. The selection committee may ask for additional information, present materials, interview, ask questions, etc. The members may consider any and all information obtained through this method in formulating their final ranking. 13.1.10 The selection committee’s overall rank of firms in order of preference (from highest beginning with a rank of one (1) to the lowest) will be discussed and reviewed by the Procurement Professional. By final tabulation, and having used all information presented (proposal, presentation, references, etc.), the selection committee members will vote and thus create a final ranking and staff will subsequently enter into negotiations . 13.2 The County reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications, addendums, and/or amendments as it may deem appropriate, including, but not limited, to requesting supplemental proposal information. 13.3 Receipt of a proposal by the County offers no rig hts upon the proposer nor obligates the County in any manner. 13.4 Acceptance of the proposal does not guarantee issuance of any other governmental approvals. 14. REFERENCES 14.1 The County reserves the right to contact any and all references submitted as a result of this solicitation. 15. RESERVED RIGHTS 15.1 Collier County reserves the right in any solicitation to accept or reject any or all bids, proposals or offers; to waive mino r irregularities and technicalities; or to request resubmission. Also, Collier County reserves the right to accept all or any p art of any bid, proposal, or offer, and to increase or decrease quantities to meet additional or reduced requirements of Collier County. Notwithstanding any other provisions of this Article, if none or only one responsive and responsible bid or proposal is received following any solicitation, the County Manager, or designee, reserves the right to reject all bids, proposals or offers and to negotiate with any responsible providers to secure the best terms and conditions in the sole interest of the County unless otherwise provided by law. COLLIER COUNTY PURCHASE ORDER TERMS AND CONDITIONS 16. PURCHASE ORDER TERMS AND CONDITIONS 16.1 Offer 16.1.1 This offer is subject to cancellation by the COUNTY without notice if not accepted by VENDOR within fourteen (14) days of issuance. 16.2 Acceptance and Confirmation 16.2.1 This Purchase Order (including all documents attached to or referenced therein) constitutes the entire agreement between the parties, unless otherwise specifically noted by the COUNTY on the face of this Purchase Order. Each delivery of goods and/or services received by the COUNTY from VENDOR shall be deemed to be upon the 18-7263 Purchasing Card Services 8 terms and conditions contained in this Purchase Order. 16.2.2 No additional terms may be added and Purchase Order may not be changed except by written instrument executed by the COUNTY. VENDOR is deemed to be on notice that the COUNTY objects to any additional or different terms and conditions contained in any acknowledgment, invoice or other communication from VENDOR, notwithstanding the COUNTY’S acceptance or payment for any delivery of goods and/or services, or any similar act by VENDOR. 16.3 Inspection 16.3.1 All goods and/or services delivered hereunder shall be received subject to the COUNTY’S inspection and approval and payment therefore shall not constitute acceptance. All payments are subject to adjustment for shortage or rejection. All defective or nonconforming goods will be returned pursuant to VENDOR'S instruction at VENDOR’S expense. 16.3.2 To the extent that a purchase order requires a series of performances by VENDOR, the COUNTY prospectively reserves the right to cancel the entire remainder of the Purchase Order if goods and/or services provided early in the term of the Purchase Order are non conforming or otherwise rejected by the COUNTY. 16.4 Shipping and Invoices 16.4.1 a) All goods are FOB destination and must be suitably packed and prepared to secure the lowest transportation rates and to comply with all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at the time and place of delivery; provided that risk of loss prior to actual receipt of the goods by the COUNTY nonetheless remain with VENDOR. 16.4.2 b) No charges will be paid by the COUNTY for packing, crating or cartage unless otherwise specifically stat ed in this Purchase Order. Unless otherwise provided in Purchase Order, no invoices shall be issued nor payments made prior to delivery. Unless freight and other charges are itemized, any discount will be taken on the full amount of invoice. 16.4.3 c) All shipments of goods scheduled on the same day via the same route must be consolidated. Each shipping container must be consecutively numbered and marked to show this Purchase Order number. The container and Purchase Order numbers must be indicated on bill o f lading. Packing slips must show Purchase Order number and must be included on each package of less than container load (LCL) shipments and/or with each car load of equipment. The COUNTY reserves the right to refuse or return any shipment or equipment a t VENDOR’S expense that is not marked with Purchase Order numbers. VENDOR agrees to declare to the carrier the value of any shipment made under this Purchase Order and the full invoice value of such shipment. 16.4.4 d) All invoices must contain the Purchase Order number and any other specific information as identified on the Purchase Order. Discounts of prompt payment will be computed from the date of receipt of goods or from date of receipt of invoices, whichever is later. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the “Local Government Prompt Payment Act,” and, pursuant to the Board of County Commissioners Purchasing Policy. 16.5 Time Is Of the Essence 16.5.1 Time for delivery of goods or performance of services under this Purchase Order is of the essence. Failure of VENDOR to meet delivery schedules or deliver within a reasonable time, as interpreted by the COUNTY in its sole judgment, shall entitle the COUNTY to seek all remedies available to it at law or in equity. VENDOR agrees to reimburse the COUNTY for any expenses incurred in enforcing its rights. VENDOR further agrees that undiscovered delivery of nonconforming goods and/or services is not a waiver of the COUNTY’S right to ins ist upon further compliance with all specifications. 16.6 Changes 16.6.1 The COUNTY may at any time and by written notice make changes to drawings and specifications, shipping instructions, quantities and delivery schedules within the general scope of this Purchase Order. Should any such change increase or decrease the cost of, or the time required for performance of the Purchase Order, an equitable adjustment in the price and/or delivery schedule will be negotiated by the COUNTY and VENDOR. Notwithstanding the foregoing, VENDOR has an affirmative obligation to give notice if the changes will decrease costs. Any claims for adjustment by VENDOR must be made within thirty (30) days from the date the change is ordered or within such additional period of time as may be agreed upon by the parties. 16.7 Warranties 16.7.1 VENDOR expressly warrants that the goods and/or services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or specified by the COUNTY, and will be of satisfactory material and quality production, free from defects and sufficient for the purpose intended. Goods shall 18-7263 Purchasing Card Services 9 be delivered free from any security interest or other lien, encumbrance or claim of any third party. These warranties shall survive inspection, acceptance, passage of title and payment by the COUNTY. 16.8 Statutory Conformity 16.8.1 Goods and services provided pursuant to this Purchase Order, and their production and transportation shall conform to all applicable laws, including but not limited to the Occupational Health and Safety Act, the Federal Transportation Act and the Fair Labor Standards Act, as well as any law or regulation noted on the face of the Purchase Order. 16.9 Advertising 16.9.1 No VENDOR providing goods and services to the COUNTY shall advertise the fact that it has contracted with the COUNTY for goods and/or services, or appropriate or make use of the COUNTY’S name or other identifying marks or property without the prior written consent of the COUNTY’S Purchasing Department . 16.10 Indemnification 16.10.1 VENDOR shall defend, indemnify and hold harmless the COUNTY from any and all claims, including claims of negligence, costs and expenses, including but not limited to attorneys' fees, arising from, caused by or related to the injury or death of any person (including but not limited to employees and agents of VENDOR in the performance of their duties or otherwise), or damage to property (including property of the COUNTY or other persons), which arise out of or are incident to the goods and/or services to be provided hereunder. 16.11 Warranty of Non-Infringement 16.11.1 VENDOR represents and warrants that all goods sold or services performed under this Purchase Order are: a) in compliance with applicable laws; b) do not infringe any patent, trademar k, copyright or trade secret; and c) do not constitute unfair competition. 16.11.2 VENDOR shall indemnify and hold harmless the COUNTY from and against any and all claims, including claims of negligence, costs and expense, including but not limited to attorneys' fees, which arise from any claim, suit or proceeding alleging that the COUNTY’S use of the goods and/or services provided under this Purchase Order are inconsistent with VENDOR'S representations and warranties in section 11 (a). 16.11.3 If any claim which arises from VENDOR'S breach of section 11 (a) has occurred, or is likely to occur, VENDOR may, at the COUNTY’S option, procure for the COUNTY the right to continue using the goods or services, or replace or modify the goods or services so that they become non-infringing, (without any material degradation in performance, quality, functionality or additional cost to the COUNTY). 16.12 Insurance Requirements 16.12.1 The VENDOR, at its sole expense, shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Purchase Order. Providing and maintaining adequate insurance coverage is a material obligation of the VENDOR. All insurance policies shall be executed through insurers authorized or eligible to write policies in the State of Florida. 16.13 Compliance with Laws 16.13.1 In fulfilling the terms of this Purchase Order, VENDOR agrees that it will comply with all federal, state, and local laws, rules, codes, and ordinances that are applicable to the conduct of its business. By way of non- exhaustive example, this shall include the American with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex creed, national origin, handicap, marital status, or veterans’ status. Further, VENDOR acknowledges and without exception or stipulation shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the awarded firm(s) to comply with the laws referenced herein shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. Any breach of this provision may be reg arded by the COUNTY as a material and substantial breach of the contract arising from this Purchase Order. 16.14 Force Majeure 16.14.1 Neither the COUNTY nor VENDOR shall be responsible for any delay or failure in performance resulting from any cause beyond their control, including, but without limitation to war, strikes, civil disturbances and acts of nature. When VENDOR has knowledge of any actual or potential force majeure or other conditions which will delay or threatens to delay timely performance of this Purchase Order, VENDOR shall immediately give notice thereof, including all relevant information with respects to what steps VENDOR is taking to complete delivery of the goods and/or services to the COUNTY. 16.15 Assignment 18-7263 Purchasing Card Services 10 16.15.1 VENDOR may not assign this Purchase Order, nor any money due or to become due without the prior written consent of the COUNTY. Any assignment made without such consent shall be deemed void. 16.16 Taxes 16.16.1 Goods and services procured subject to this Purchase Order are exempt from Florida sales and use tax on real property, transient rental property rented, tangible personal purchased or rented, or services purchased (Florida Statutes, Chapter 212), and from federal excise tax. 16.17 Annual Appropriations 16.17.1 The COUNTY’S performance and obligation to pay under this Purchase Order shall be contingent upon an annual appropriation of funds. 16.18 Termination 16.18.1 This Purchase Order may be terminated at any time by the COUNTY upon 30 days prior written notice to the VENDOR. This Purchase Order may be terminated immediately by the COUNTY for breach by VENDOR of the terms and conditions of this Purchase Order, provided that COUNTY has provided VENDOR with notice of such breach and VENDOR has failed to cure within 10 days of receipt of such notice. 16.19 General 16.19.1 a) This Purchase Order shall be governed by the laws of the State of Florida. The venue for any action brought to specifically enforce any of the terms and conditions of this Purchase Order shall be the Twentieth Judicial Circuit in and for Collier County, Florida 16.19.2 b) Failure of the COUNTY to act immediately in response to a breach of this Purchase Order by VENDOR shall not constitute a waiver of breach. Waiver of the COUNTY by any default by VENDOR hereunder shall not be deemed a waiver of any subsequent default by VENDOR. 16.19.3 c) All notices under this Purchase Order shall be sent to the respective addresses on the face page by certified mail, return receipt requested, by overnight courier service, or by personal delivery and will be deemed effective upon receipt. Postage, delivery and other charges shall be paid by the sender. A party may change its address for notice by written notice complying with the requirements of this section. 16.19.4 d) The Vendor agrees to reimbursement of any travel expenses that may be associated with this Purchase Order in accordance with Florida Statute Chapter 112.061, Per Diem and Travel Expenses for Public Officers, employees and authorized persons. 16.19.5 e) In the event of any conflict between or among the terms of any Contract Documents related to this Purchase Order, the terms of the Contract Documents shall take precedence over the terms of the Purchase Order. To the extent any terms and /or conditions of this Purchase Order duplicate or overlap the Terms and Conditions of the Contract Documents, the provisions of the Terms and/or Conditions that are most favorable to the County and/or provide the greatest protection to the County shall govern. ADDITIONAL TERMS AND CONDITIONS FOR RFP 17. INSURANCE AND BONDING REQUIREMENTS 17.1 The Vendor shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in the Insurance and Bonding attachment of this solicitation. The Vendor shall procure and maintain property insurance upon the entire project, if required, to the full insurable value of the scope of work. 17.2 The County and the Vendor waive against each other and the County’s separate Vendors, Contractors, Design Vendor, Subcontractors agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Vendor and County shall, where appropriate, require similar waivers of subrogation from the County’s separate Vendors, Design Vendors and Subcontractors and shall require each of them to include similar waivers in their contracts. 17.3 Collier County shall be responsible for purchasing and maintaining, its own liability insurance. 17.4 Certificates issued as a result of the award of this solicitation must identify “For any and all work performed on behalf of Collier County.” 17.5 The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall name Collier County, Florida, as an additional insured as to the operations of Vendor under this solicitation and shall contain a severability of interests provisions. 18-7263 Purchasing Card Services 11 17.6 Collier County Board of County Commissioners shall be named as the Certificate Holder. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida 17.7 The amounts and types of insurance coverage shall conform to the minimum requirements set forth in Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents . If Vendor has any self-insured retentions or deductibles under any of the below listed minimum required coverage, Vendor must identify on the Certificate of Insurance the nature and amount of such self - insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self -insured retentions or deductibles will be Vendor’s sole responsibility. 17.8 Coverage(s) shall be maintained without interruption from the date of commencement of the Work until th e date of completion and acceptance of the scope of work by the County or as specified in this solicitation, whichever is longer. 17.9 The Vendor and/or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non renewal on the part of the insurance carrier or the Vendor. The Vendor shall also notify the County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 17.10 Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to reimburse the County for such costs within thirty (30) days after demand, the County has the right to offset these costs from any amount due Vendor under this Agreement or any other agreement between the County and Vendor. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of any of its rights under the Contract Documents. 17.11 If the initial or any subsequently issued Certificate of Insurance expires prior to the compl etion of the scope of work, the Vendor shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Vendor to provide the County with such renewal certificate(s) shall be considered justification for the County to terminate any and all contracts. 18. ADDITIONAL ITEMS AND/OR SERVICES Additional items and / or services may be added to the resultant contract, or purchase order, in compliance with the Procurement Ordinance. 19. COUNTY’S RIGHT TO INSPECT The County or its authorized Agent shall have the right to inspect the Vendor’s facilities/project site during and after each work assignment the Vendor is performing. 20. VENDOR PERFORMANCE EVALUATION The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 21. ADDITIONAL TERMS AND CONDITIONS OF CONTRACT 21.1 The selected Vendor shall be required to sign a standard Collier County contract. 21.2 The resultant contract(s) may include purchase or work orders issued by the County’s project manager . 21.3 The County reserves the right to include in any contract document such terms and conditions, as it deems necessary for the proper protection of the rights of Collier County. A sample copy of this contract is available upon request. The County will not be obligated to sign any contracts, maintenance and/or service agreements or other documents provided by the Vendor. 21.4 The County’s project manager shall coordinate with the Vendor / Contractor the return of any surplus assets, including materials, supplies, and equipment associated with the scope or work. 22. PUBLIC RECORDS COMPLIANCE 22.1 Florida Public Records Law Chapter 119, including specifically those contractual requirements in 119.0701(2)(a)-(b) as 18-7263 Purchasing Card Services 12 follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 22.2 The Contractor must specifically comply with the Florida Public Records Law to: 22.2.1 Keep and maintain public records required by the public agency to perform the service. 22.2.2 Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 22.2.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term a nd following completion of the contract if the Contractor does not transfer the records to the public agency. 22.2.4 Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stor ed electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. 23. WORK ORDERS ON FIXED TERM CONTRACTS 23.1 The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm. Work Order service assignments shall be at the sole discretion of the County. 23.2 Agreements issued that are determined to be “CONTINUING CONTRACTS” where services will be requested by Work Orders in excess of $200,000 shall be approved by the Board of County Commissioners. 23.3 Should any project that is active on a work order extend past the contract termination date, that work order will be active and extended as necessary until completion of such project. 24. PAYMENT METHOD 24.1 Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes. Vendor’s invoices must include: 24.1.1 Purchase Order Number 24.1.2 Description and quantities of the goods or services provided per instructions on the County’s purchase order or contract. Invoices shall be sent to: Board of County Commissioners Clerk’s Finance Department ATTN: Accounts Payable 3299 Tamiami Trail East, Suite 700 Naples FL 34112 Or Emailed to: bccapclerk@collierclerk.com 24.2 Payments will be made for articles and/or services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission 18-7263 Purchasing Card Services 13 of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of “laches” as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 24.3 In instances where the successful contractor may owe debts (including, but not limited to taxes or other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy these debts, the County reserves the right to off-set the amount owed to the County by applying the amount owed to the vendor or contractor for services performed of for materials delivered in association with a contract. 24.4 Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the “Local Government Prompt Payment Act.” Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for work not performed or for unsatisfactory performance of Contractual requirements. 25. ENVIRONMENTAL HEALTH AND SAFETY 25.1 All Vendors and Sub Vendors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub Vendors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. All firewall penetrations must be protected in order to meet Fire Codes. 25.2 Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and/or right-of-way for the purpose of inspection of any Vendor’s work operations. This provision is non-negotiable by any department and/or Vendor. 25.3 All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. 25.4 All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 26. LICENSES 26.1 The Vendor is required to possess the correct Business Tax Receipt, professional license, and any other authorizations necessary to carry out and perform the work required by the project pursu ant to all applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copies of the required licenses must be submitted with the proposal response indicating that the entity proposing, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the contract documents. Failure on the part of any Vendor to submit the required documentation may be grounds to deem Vendor non-responsive. A Vendor, with an office within Collier County is also required to have an occupational license. 26.2 All State Certified contractors who may need to pull Collier County permits or call in inspections must complete a Collier County Contractor License registration form and submit the required fee. After registering the license/registration will need to be renewed thereafter to remain “active” in Collier County. 26.3 If you have questions regarding professional licenses contact the Contractor Licensing, Community Developmen t and Environmental Services at (239) 252-2431, 252-2432 or 252-2909. Questions regarding required occupational licenses, please contact the Tax Collector’s Office at (239) 252 -2477. 27. SURVIVABILITY 27.1 RFP: The Vendor agrees that any Work Order/Purchase Order that extends beyond the expiration date of Solicitation 18- 7263 Purchasing Card Services resultant of this solicitation will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of any Work Order/Purchase Order. 28. PRINCIPAL/COLLUSION By submission of this Proposal the undersigned, as Vendor, does declare that the only person or persons interested in this Proposal as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this Proposal or in the contract to be entered into; that this Proposal is made without connection with any person, company or parties making a Proposal, and that it is in all respects fair and in good faith without coll usion or fraud. 29. RELATION OF COUNTY It is the intent of the parties hereto that the Vendor shall be legally considered an independent Vendor, and that neither the Vendor nor their employees shall, under any circumstances, be considered employees or agents of the County, and that the County shall be at no time legally responsible for any negligence on the part of said Vendor, their employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 18-7263 Purchasing Card Services 14 30. TERMINATION 30.1 Should the Vendor be found to have failed to perform services in a manner satisfactory to the County, the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non performance. In the event that the award of this solicitation is made by the Procurement Services Director, the award and any resultant purchase orders may be terminated at any time by the County upon thirty (30) days written notice to the awarded vendor(s) pursuant to the Board’s Procurement Ordinance. 31. LOBBYING After the issuance of any solicitation, no current or prospective vendor or any person acting on their behalf, shall contact, communicate with or discuss any matter relating to the solicitation with any Collier County employee or elected or appointed official, other than the Procurement Services Director or his/her designees. This prohibition ends upon execution of the fin al contract or upon cancellation of the solicitation. Any current or prospective vendor that lobbies any Collier County employee or elected or appointed official while a solicitation is open or being recommended for award (i) may be deemed ineligible for award of that solicitation by the Procurement Services Director, and (ii) will be subject to Suspension and Debarment outlined in section Twenty-eight of County Ordinance 2017-08. 32. CERTIFICATE OF AUTHORITY TO CONDUCT BUSINESS IN THE STATE OF FLORIDA (FL Statute 607.1501) In order to be considered for award, firms must be registered with the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a certificate of authority (www.sunbiz.org/search.html) prior to execution of a contract. A copy of the document may be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five (5) d ays upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe, the County reserves the right to award to another firm. 33. SINGLE PROPOSAL Each Vendor must submit, with their proposal, the required forms included in this RFP. Only one proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as a primary or as part of a partnership or joint venture submitting as primary may not then act as a sub-vendor to any other firm submitting under the same RFP. If a legal entity is not submitting as a primary or as part of a partnership or joint venture as a primary, that legal entity may act as a sub -vendor to any other firm or firms submitting under the same RFP. All submittals in violation of this requirement will be deemed non- responsive and rejected from further consideration. 34. PROTEST PROCEDURES 34.1 With respect to a protest of the terms, conditions and specifications contained in a solicitation, including any provision s governing the methods for evaluation of bids, proposals or replies, awarding contracts, reserving rights for further negotiation or modifying or amending any contract, the protesting party shall file a notice of intent to protest within three (3) days, excluding weekends and County holidays, after the first publication, whether by posting or formal advertisement of the solicitation. The formal written protest shall be filed within five (5) days of the date the notice of intent is filed . Formal protests of the terms, conditions and specifications shall contain all of the information required for the Procurement Services Director, to render a decision on the formal protest and determine whether postponement of the bid opening or proposal/response closing time is appropriate. The Procurement Services Director's decision shall be considered final and conclusive unless the protesting party files an appeal of the Procurement Services Director's decision. 34.2 Any actual proposer or respondent to who desires to protest a recommended contract award shall submit a notice of intent to protest to the Procurement Services Director within three (3) calendar days, excluding weekends and County holidays, from the date of the initial posting of the recommended award. 34.3 All formal protests with respect to a recommended contract award shall be submitted in writing to the Procurement Services Director for a decision. Said protests shall be submitted within five (5) calendar days, excluding w eekends and County holidays, from the date that the notice of intent to protest is received by the Procurement Services Director, and accompanied by the required fee. 34.4 Complete form and instructions for formal protest are set forth in Section 23 of Col lier County Ordinance 2017-08. The protesting party must have standing as defined by established Florida c ase law to maintain a protest. 35. PUBLIC ENTITY CRIME A person or affiliate who has been placed on the convicted Vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public build ing or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a 18-7263 Purchasing Card Services 15 contractor, supplier, subcontractor, or vendor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted Vendor list. 36. SECURITY AND BACKGROUND CHECKS 36.1 The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) yea rs. 36.2 All of Contractor’s employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor’s business. 36.3 The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL- FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Coll ier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 36.4 CCSO requires separate fingerprinting prior to work being performed in any of their locations. This will be coordina ted upon award of the contract. If there are additional fees for this process, the vendor is responsible for all costs. 37. CONFLICT OF INTEREST Vendor shall complete the Conflict of Interest Affidavit included as an attachment to this RFP document. Disclosure of any potential or actual conflict of interest is subject to County staff review and does not in and of itself disqualify a firm fr om consideration. These disclosures are intended to identify and or preclude conflict of interest situations during co ntract selection and execution. 38. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or othe r item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 39. IMMIGRATION LAW AFFIDAVIT CERTIFICATION 39.1 Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. 39.2 The Employment Eligibility Verification System (E -Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet -based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including Request for Professional Services (RFP) and construction services. 39.3 Exceptions to the program: 39.3.1 Commodity based procurement where no services are provided. 39.3.2 Where the requirement for the affidavit is waived by the Board of County Commissioners 39.4 Vendors / Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Vendor’s/bidder’s proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E -Verify Memorandum of Understanding for the company. Vendors are also required to provide the Collier County Procurement Services Division an executed affidavit certifying they shall comply with the E -Verify Program. The affidavit is attached to the solicitation documents. If the Bidder/Vendor does not comply with providing the acceptable E-Verify evidence and the executed affidavit the bidder’s / Vendor’s proposal may be deemed non-responsive. 18-7263 Purchasing Card Services 16 39.5 Additionally, Vendors shall require all subcontracted Vendors to use the E-Verify system for all purchases not covered under the “Exceptions to the program” clause above. 39.6 For additional information regarding the Employment Eligibility Verification System (E -Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the Vendor’s responsibility to familiarize themselves with all rules and regulations governing this program. 39.7 Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with the provis ions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. END OF ADDITIONAL TERMS AND CONDITIONS FOR RFP Collier County Board of County Commissioners Proposal in Response to: Request for Proposal for Purchasing Card Services Solicitation No.: 18-7263 January 18, 2018 Prepared by: Kyle Elliott Charles Million Ralph Hildevert Vice President Executive Director Executive Director Commercial Card Treasury Services Commercial Banking (734) 262-4970 (305) 579-9625 (305) 579-9320 kyle.c.elliott@jpmorgan.com charles.million@jpmorgan.com ralph.hildevert@jpmorgan.com JPMorgan Chase Bank, N.A. Proposal to Collier County Board of County Commissioners Page i Disclaimer This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (including such party’s subsidiaries, the “Organization”) in order to assist the Organization in evaluating certain products or services that may be provided by J.P. Morgan. This document contains information that is confidential and proprietary to J.P. Morgan, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. Neither this document nor any of its contents may be used for any other purpose without the prior written consent of J.P. Morgan. We are not responsible for the performance of our partners, their continued service levels, or their ability to provide services. J.P. Morgan makes no representations as to the legal, regulatory, tax, or accounting implications of the matters referred to in this document. Please note that we do not issue cards and prohibit use of our cards in any country against which the United States has imposed sanctions. A current list of such sanctioned countries, as well as information about sanctions, is available on the U.S. Department of the Treasury website: treas.gov/offices/enforcement/ofac. PaymentNet® is a registered trademark of JPMorgan Chase & Co. MasterCard® and smartdata.gen2™ are trademarks of MasterCard International. Visa® is a registered trademark of Visa Inc. Microsoft®, Excel®, and Internet Explorer® are registered trademarks of Microsoft Corporation. Adobe Acrobat® is a registered trademark of Adobe Systems Incorporated. JPMorgan Chase Bank, N.A., is licensed under U.S. Pat. Nos. 5,910,988 and 6,032,137. This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and J.P. Morgan. J.P. Morgan also requires execution of all applicable product and service agreements. This product proposal is valid for 180 days from January 18, 2018. J.P. Morgan reserves the right to amend this proposal thereafter. © 2017 JPMorgan Chase Bank, N.A. All Rights Reserved. Proposal to Collier County Board of County Commissioners Page ii Introduction In recent years, our business has been focused on building industry-leading, commercial card product offerings that exceed our clients' payment needs and expectations. We have invested heavily in our programs to support innovations in both virtual and traditional card products, along with the online platforms that support them. Today, we have a product portfolio that reflects our strengths as a business and gives our clients an invaluable tool in their accounts payable arsenal. Our innovations and investments will continue in the years to come and will reflect the strength and resources of our firm. Rest assured that we have not forgotten about service and support. We continue to focus on the best client support model to meet our clients' needs. We have a strong relationship management organization that is designed to help grow and optimize their accounts payable operations. Looking forward, we are very excited about the innovations we are planning to bring to market. We have rolled out chip cards for greater security and acceptance and have several new enhancements slated for our Single-Use Accounts (virtual card) product. For clients using traditional commercial cards, such as Purchasing Card or Corporate Cards, new enhancements and features are being made to support these products as well. Every investment we make and every innovation we launch is targeted at making us a better, stronger partner to our clients and/or making our products work better. We hope the enclosed will give you a more detailed idea of our investments to achieve these goals. We appreciate the opportunity to earn your business and look forward to serving your payment needs for many years to come. Sincerely, Molly A. Walsh President, Commercial Card JPMorgan Chase Proposal to Collier County Board of County Commissioners Page iii Contents Evaluation Criteria No. 1: Cover Letter/Management Summary ... 1 Evaluation Criteria No. 2: Certified Minority Business Enterprise . 3 Evaluation Criteria No. 3: Experience and Capacity of the Firm .... 4 Evaluation Criteria No. 4: Program Implementation and Product Details ................................................................................... 19 Evaluation Criteria No. 5: Customer Support .............................. 29 Evaluation Criteria No. 6: Cost of Services to the County ........... 37 Evaluation Criteria No. 7: Local Vendor Preference .................... 38 Attachment A - Scope of Work/Services and Technical Specifications .............................................................................................. 39 Detailed Scope of Services ....................................................................... 39 Mandatory Elements ................................................................................ 40 Appendices Appendix 1. Financial Proposal Appendix 2. Sample Master Commercial Card Agreement Appendix 3. Vendor Check List Appendix 4. Conflict of Interest Affidavit Appendix 5. Vendor Declaration Statement Appendix 6. Immigration Affidavit Certification Appendix 7. Vendor Substitute W-9 Request for Taxpayer Identification Number and Certification Appendix 8. Insurance and Bonding Requirements Appendix 9. Reference Questionnaires Appendix 10. Local Vendor Preference Affidavit Appendix 11. J.P. Morgan’s Exceptions and Comments to RFP Appendix 12. Acknowledgment of Addenda Proposal to Collier County Board of County Commissioners Page 1 Evaluation Criteria No. 1: Cover Letter/Management Summary January 18, 2018 Viviana Giarimoustas Procurement Strategist 3295 Tamiami Trail East, Bldg. C-2 Naples, FL 34112 RE: Request for Proposal for Purchasing Card (P-Card) Services Solicitation No.: 18-7263 Dear Ms. Giarimoustas: Thank you for the opportunity to respond to Collier County Board of Commissioners’ Request for Proposals (“RFP”) for Purchasing Card Services. JPMorgan Chase Bank, N.A. (“J.P. Morgan”) is committed to delivering best-in-class commercial card services economically and efficiently while maximizing the use of innovative technology. Our success is directly related to our business philosophy – providing the best service and products available to our public sector clients. We believe J.P. Morgan is best suited to perform the duties as the County’s Purchasing Card services provider for the following reasons:  Financial Benefits – Our commercial card services solution provides a streamlined means to pay, authorize, track, and reconcile the County’s purchases while eliminating costly manual processing on low value and high frequency purchase transactions. In addition to the efficiencies offered by utilizing our Purchasing Card program, the County will be able to earn a very competitive rebate based on spend and incentives to reward higher spend and/or faster payments.  Technology Solutions – Our proprietary PaymentNet platform offers exceptional spend visibility through detailed reporting covering critical areas such as comprehensive audit functionalities, policy compliance, preferred vendors and commodities. In addition, we can help the County implement innovative e-commerce functionality, such as our virtual card solution, Single-Use Accounts (SUA), to enhance the procure-to-pay process from beginning to end under the same PaymentNet platform.  Quality Service – Our most consistent strength is our focus on quality service, with designated client coverage personnel ready to assist in implementing best practices and maximizing growth opportunities. In addition, we provide three tiers of service— a designated Relationship Manager to oversee program performance, Program Proposal to Collier County Board of County Commissioners Page 2 Coordinators for day-today operations, and round-the-clock client service support to assist cardholders over the phone.  Proven Experience – Collier County will benefit from our tenured resources. Our relationship managers average more than eight years of experience in supporting commercial card clients. Our program coordinators have an average of seven years of commercial card experience, and our implementation project managers have an average of five years of experience in the commercial card industry.  Dedicated Relationship Management Approach – Collier County will also benefit from our dedicated relationship management approach. Your relationship manager will be your primary contact throughout the life of your program. They lead all team members and ensure that the County’s program objectives and requirements are met. Our implementation project managers, relationship managers, and cardholder service representatives will function as one support team to manage your card program. In addition, the County will have direct access to your local government banking and treasury services representatives, Ralph Hildevert and Charles Million to help you leverage resources throughout JPMorgan Chase Bank, N.A.  Training and Implementation Approach – J.P. Morgan will provide comprehensive training for your designated program administrators, as well as a variety of training options and materials for cardholders and other users. We will work with the County management team to develop a training and implementation plan that meet the specific goals and objectives of your program. J.P. Morgan differentiates itself through excellent implementation and project management. To ensure a seamless conversion and successful program, we use best practice management guides in conjunction with our years of experience with other public sector organizations that are similar in size and need to yours. Throughout this proposal, we have demonstrated our desire and commitment to provide forward-thinking solutions that will serve you well into the future and help you take your Purchasing Card program to the next level. We appreciate the opportunity to establish a Commercial Card services relationship with the County and are confident our team will exceed your expectations. We are very excited about this opportunity and look forward to hearing from you. Sincerely, Ralph Hildevert Relationship Executive JPMorgan Chase Bank, N.A. 1450 Brickell Ave. 33rd Floor Miami, FL 33131 Phone: (305) 579-9320 Email: ralph.hildevert@jpmorgan.com Proposal to Collier County Board of County Commissioners Page 3 Evaluation Criteria No. 2: Certified Minority Business Enterprise Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Minority Business Enterprise. This is not applicable, as J.P. Morgan is not a certified minority business enterprise. Proposal to Collier County Board of County Commissioners Page 4 Evaluation Criteria No. 3: Experience and Capacity of the Firm In this tab, include but not limited to: • Provide information that documents your firm’s qualifications to produce the required deliverables including abilities, capacity, skill, financial strength, and number of years of experience in providing the required services. J.P. Morgan has been a leader in the commercial card industry for more than three decades. We began issuing commercial cards in 1985, purchasing cards in 1992, and launched our single-use account (virtual card) solution in 2004. Our firm maintains an unwavering commitment to empower county governments with financial tools to help them control costs, optimize cash flow, manage resources and make informed decisions. This commitment is rooted in a shared belief that efficient and responsive public administration is essential to serving the needs of individuals and communities. We hold the highest market share percentage for all types of commercial cards when compared against other Visa/Mastercard issuers in North America, according to the Nilson Report (June 2017; issue 1,111), the leading publication covering payment systems worldwide. JPMorgan Chase & Co. is a leading global financial services firm with assets of $2.5 trillion and operations worldwide. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing and asset management. We serve millions of consumers in the United States and many of the world's most prominent corporate, institutional, and government clients. JPMorgan Chase & Co. has a rock-solid foundation. As of September 30, 2017, we have: • Market capitalization of more than $331.3 billion. • Total equity of $258.3 billion. • Deposits of more than $1.4 trillion. • Loans of more than $913.7 billion. • Tier 1 Capital and Total Capital ratios of 14.3% and 16.4%, respectively. Ratios are calculated under the Basel III Transitional Approach and represent the Collins Floor. Proposal to Collier County Board of County Commissioners Page 5 The latest JPMorgan Chase & Co. Annual Report is available at: http://investor.shareholder.com/jpmorganchase/annual.cfm Additional information about JPMorgan Chase & Co. is available at www.jpmorganchase.com Commitment to Florida J.P. Morgan has a 122-year history in Florida dating back to the founding of the Pensacola Home and Savings Association in 1891, and we continually invest in Florida businesses, communities, and people. In 2009, J.P. Morgan experienced a major expansion in Florida with the acquisition of Washington Mutual, and we became a Qualified Public Depository in 2011, allowing us to extend our banking services partnership to public sector organizations in the State of Florida. We are a local company with local decision makers, which allows us to leverage our resources to make investments in our local communities and in the organizations that are vital to the entire state. J.P. Morgan currently has more than 13,500 employees and 471 locations serving our clients throughout Florida, including 103 employees and 13 retail branches in Collier County, as well as dedicated government banking and treasury services representatives in South, Central and West Florida. • Describe the various team members’ successful experience in working with one another on previous projects. J.P. Morgan recognizes the importance of providing a premier client experience. We take a consultative, team approach to building relationships with our clients. We assign a skilled relationship team, professionals with a variety of expertise, who will take the time to understand your company’s business and proactively provide targeted ideas to energize your operations. We have provided brief biographies of the County’s relationship team members below. Proposal to Collier County Board of County Commissioners Page 6 Ralph Hildevert Role Relationship Executive Address 1450 Brickell Avenue, Floor 33 Miami, FL 33131-3444 Phone (305) 579-9320 Fax (305) 351-8451 Email ralph.hildevert@jpmorgan.com Biography Ralph Hildevert’s focus is on government clients in South Florida. He provides financial and operational consultation for the financing of working capital, fixed assets and other forms of required capital. Prior to his current position, he worked as a relationship manager for the international agencies banking group, where he was responsible for portfolio management and maintaining the risk profile of international, non-governmental, multilateral, humanitarian and microfinance organizations. He worked closely with clients on a daily basis and brings that experience to his current position. Ralph holds a Master of Business Administration in International Business from the University of Miami and a Bachelor of Science in Administrative Studies and Legal Studies from St. John’s University in New York, where he graduated magna cum laude. He completed JPMorgan Chase’s Commercial Banking Credit Analyst and Associate program. Ralph is proficient in Spanish and has conversational knowledge of Portuguese. Charles Million Role Senior Treasury Management Officer Address 1450 Brickell Avenue, Floor 33 Miami, FL 33131-3444 Phone (305) 579-9625 Email charles.million@jpmorgan.com Proposal to Collier County Board of County Commissioners Page 7 Biography Charles has more than 25 years of experience in providing treasury services solutions to a variety of clients across many industries. Charles has significant experience with public sector clients including the federal government as well as multiple state and local governments. Prior to joining J.P. Morgan, Charles led several corporate Treasury Services relationship teams including the Northeast Regional team, the Energy and Power team and the Technology, Media and Telecom team for a leading U.S. bank. Charles completed his undergraduate studies at the University of North Carolina at Chapel Hill and attended the Patterson School of Diplomacy and International Commerce for graduate studies in international affairs. Kyle C. Elliott Role Senior Sales Manager Address Detroit, MI Phone (312) 802-6067 Fax (866) 882-0822 Email kyle.c.elliott@jpmorgan.com Biography Kyle Elliott is the senior sales manager for government, higher education, healthcare and not-for-profit clients within J.P. Morgan Payables and Working Capital Solutions. He serves clients in the Central and Southeast regions. Kyle has worked over 15 years in the financial industry in a consultative partnership environment. Kyle’s expertise includes card spend management, transitioning large accounts from major card providers, and coordinating a diverse group of subject matter experts to deliver relevant information and expertise to clients. Kyle holds a Bachelor of Science from Davenport University. Your card relationship manager, who will be assigned shortly after contract award, will be your primary contact throughout the life of your program. They lead all team members and ensures that the County’s program objectives and requirements are met. Our implementation project managers, relationship managers, and cardholder service representatives will function as one support team to manage your card program. Additional team members include technical support, product and training professionals, and client consultants. • How many merchants/suppliers currently accept your company’s purchasing card? We can offer the County superior worldwide card acceptance levels. Our commercial cards are accepted at millions of vendor locations around the world, including more than 8 million in the United States alone. These high acceptance levels will assist your organization in capturing additional card spend, which can result in an increased rebate. Your cardholders will also benefit from the Proposal to Collier County Board of County Commissioners Page 8 flexibility, confidence, and peace of mind that comes with knowing that wherever they travel, they will be able to conduct business transactions with ease. The following table provides global acceptance statistics for our commercial cards: Global Acceptance Location Visa Africa/Middle East 3,124,941 Asia/Pacific 9,742,543 Europe 12,428,569 Latin America 8,572,803 Canada 972,385 United States 8,993,790 Worldwide 43,835,031 Although this data is believed to be accurate, it has not been audited or independently verified. In some cases, the reported number of locations may be higher due to multiple counting of the same outlet by different acquiring members. • Do you have the ability to restrict spending to preferred suppliers? Please describe. Merchant blocking occurs at the merchant category code (MCC) level. Card limits can be set by MCC, which blocks use at all unapproved merchant types. Several profiles of MCC blocking can be configured, giving different parts of the County’s structure their own set of MCC blocks. You can leverage up to 180 MCCs per group in as many as nine MCC groups, each of which can have a custom name applied for your internal purposes. Collier County can specify acceptable and restricted merchant types and set restrictions for individual cardholders, departments or the entire organization. Available limits include daily number of transactions, daily spend amount and monthly number of transactions. We can also place boundaries by MCC group to determine how much a cardholder can spend at a group of merchants. This MCC group limitation can be restricted by daily number of transactions, transaction amount and monthly spend. The County will also be able to create sub- restrictions or sub-limits for major merchants that have their own unique MCC. • Describe your company’s initiative toward incorporating merchants/suppliers that do not currently accept the purchasing card. J.P. Morgan’s Merchant Services can develop an enrollment plan specifically tailored to the County’s vendor base. Merchant Services will evaluate all of your vendors for participation in your commercial card program, whether or not they Proposal to Collier County Board of County Commissioners Page 9 currently accept cards as a form of payment. The team will speak to your vendors to understand how they are currently handling payments and then educate them about ways to reduce their current cost of card acceptance and/or begin reaping the benefits of card payments rather than a purchase order process. There are three main steps for vendor enrollment: • Determine Participating Vendors: Merchant Services will ask the County to identify strategic vendors to be included in your commercial card program. Typically, selection is based on the following factors: preferred merchants and negotiated pricing, existing blanket orders, buying consortiums for certain commodity purchases, and anticipated commercial card spend. • Conduct a Campaign to Promote Card Acceptance at Targeted Vendors: The most successful enrollment campaigns use existing buying relationships as leverage (what we call an endorsed campaign). Merchant Services will collaborate with the County to launch a marketing/calling campaign to key merchants to promote acceptance of your commercial cards. • Enroll Vendors: Merchant Services will contact your designated vendors and work to engage them in a processing contract. (An existing J.P. Morgan banking relationship is not required.) Sourcing and Supplier Strategy We will work with the County to segment your suppliers in order to secure buy-in. Proposal to Collier County Board of County Commissioners Page 10 • Describe how your organization handles supplier education and on-going management. As part of J.P. Morgan’s consultative approach to client management, we establish an ongoing calendar of activities that includes regular detailed program review meetings with key personnel. At minimum, these sessions are conducted biannually in order to provide a comprehensive update on current programs and compare practices with industry standards. These sessions are also a venue for J.P. Morgan to gather input on our performance and help ensure that the relationship is focused on prudent and effective utilization of our suite of payment products, full contract optimization, and long-term success. Campaign Management The J.P. Morgan Client Campaign Management team applies effective strategies to convert targeted suppliers from their current payment type to rebate- generating plastic and/or virtual card payments. Campaign management at-a-glance The Client Campaign Management process will run concurrently with program implementation. Campaign Management Features and Benefits • Campaign Management services are provided at no additional charge • A collaborative working relationship focused on your objectives Proposal to Collier County Board of County Commissioners Page 11 • Dedicated resource for supplier outreach, program education and acceptance • More than 10 years of experience identifying and on-boarding suppliers • Statistics-driven supplier recruitment forecasts applied to the targeted vendor list • Pre-developed supplier communication templates to meet client needs • Ongoing support, tracking and communication of supplier outreach results within campaign duration Campaign Management Process Timeline A typical Client Campaign Management engagement takes approximately 20 weeks to complete (including preparation and campaign time), but may be shorter or longer based on your level of engagement. Client Campaign Management Process We will provide the County with a dedicated campaign manager who will: • Guide you through the process of supplier enablement • Analyze your supplier base to identify recruiting targets and prepare campaign communication • Execute a recruiting campaign to optimize supplier adoption Proposal to Collier County Board of County Commissioners Page 12 Client Campaign Management Process Campaign Management Process Details Supplier Analysis The J.P. Morgan Performance Analytics team will review, analyze and segment the County’s vendor (AP) data to determine each supplier’s likelihood of converting payments. Applying informed analytics, experience and proven methodologies, we’re able to identify suppliers who would be the most receptive targets for your campaign. Strategy Development A Campaign Manager will meet with the County to understand your preferences (for example, you may prefer to contact strategic suppliers directly rather than through J.P. Morgan) and to acquire your supplier information. Comprehensive supplier data is critical to the success of our campaigns and the more insight you can provide the Campaign Manager about your suppliers, the smoother the campaign process is likely to be. Campaign Preparation Your Campaign Manager will work closely to guide you through a successful supplier campaign. During this stage, he or she will address program requirements and introduce proven methodologies to encourage card acceptance. In addition, your campaign manager will cover topics that should be Proposal to Collier County Board of County Commissioners Page 13 communicated to your internal stakeholders to help educate and prepare County- impacted resources. Supplier Recruitment Collier County’s Campaign Manager will provide you with your targeted supplier list, project timeline, and communication templates to be used when contacting your suppliers. Upon approval of these key deliverables, the Recruitment Specialists will begin contacting your suppliers. Recruitment Specialists • Coordinate supplier outreach efforts with Campaign Manager • Conduct supplier outreach • Update campaign tracking tools During the campaign, your Campaign Manager will provide you with a detailed report, tracking overall effort and progress that will be reviewed during weekly conference calls. These calls also serve as an opportunity to resolve issues that may arise (e.g., incorrect supplier information). In complement to the scheduled calls, your Campaign Manager will be available to provide consultative support on an ongoing basis as needed. As suppliers confirm acceptance of card payments, the County can update your accounts payable information in SAP to reflect the new payment type, enter the email address or addresses for payment notification delivery (when applicable) and begin paying those suppliers via card. • Describe the spending control and spending limit options available on purchasing card accounts. Our proprietary PaymentNet system enables the County to efficiently manage all aspects of your commercial card program, from policy adherence tracking and spend control to real-time adjustments of credit limits and other account parameters. Unlike other management software, PaymentNet provides a consolidated platform for all card-related needs, creating a uniform and consistent user experience. J.P. Morgan’s programs offer numerous card controls and key administrative features such as full hierarchy support, real-time adjustments of spend controls online, and denial at the point of sale for transactions that do not meet your requirements. The County’s program administrator can establish dollar, transaction, merchant category code (MCC), and cash advance limits at any level of your hierarchy: by individual, by department or for your entire organization. Proposal to Collier County Board of County Commissioners Page 14 Control Options by Hierarchy Level PaymentNet provides a variety of controls for every level of your organizational hierarchy. Standard controls available for our commercial cards include: • Dollar limits: Dollar limit controls include cycle spend, transaction amount, daily spend amount, monthly spend, and spend limits by MCC. • Transaction limits: Limits can be placed on the number of transactions allowed per day and per month. • MCC restrictions: PaymentNet makes it easy to adjust MCC-based dollar limits, transaction limits, and transactions allowed per day. • Cash advance controls: Our program gives the County the ability to control monthly cash advance amounts and restrict cash advances entirely. • Describe all liability options available or associated with a purchasing card. As an industry best practice, J.P. Morgan offers only corporate liability for our purchasing card program. Under corporate liability, Collier County is liable for all charges made to an individual cardholder’s account and maintains sole responsibility for payment. To protect you from employee misuse of your commercial cards, J.P. Morgan offers a liability waiver program through Visa that will reimburse the County for inappropriate expenditures made on a card, provided that certain conditions are met. • Provide your company’s fraud and theft preventive measures that help prevent financial exposure from card account abuse for your customers. Our fraud screening process is designed to protect our clients from fraud losses. Our communication process makes sure that the right person is contacted when we suspect fraud. We provide fraud screening 24/7/365. As a result, fraud statistics for our commercial card programs are well below the industry average and a far lower rate than the fraud associated with consumer cards. This low fraud rate speaks to the strength of our fraud prevention practices, as well as our relationships with clients in establishing effective card controls. Proposal to Collier County Board of County Commissioners Page 15 Fraud Screening Our team of experienced fraud prevention analysts uses specialized screening tools to constantly monitor transactions for suspicious activity and to aid in detecting fraud and minimizing losses. Our fraud detection systems are flexible and have the ability to target both general and specific fraud trends. Criteria or rules are defined based on analysis of data from current fraud trends: • Fraud patterns • Specific or high-risk Merchant Category Codes (MCCs) • Dollar amounts and cash advances • Geographic location • Specific merchants and unusual purchases such as jewelry or electronics Our screening process uses several indicators (including the trends listed above) to identify possible fraud. Suspicious transactions are further identified based on details that include the authorization type, merchant type, location of recent fraud trends, account history, expiration date entered, and decline reason. If authorizations meet these pre-defined criteria, the account is sent to a fraud handling queue or blocked for referral. Our Fraud Prevention team is available to provide a detailed walkthrough to the County’s executives and program administrators explaining fraud performance in depth. This information includes collaboration with your program administrators to identify and implement ongoing improvements. Communication Process When a potentially fraudulent transaction is identified, a fraud analyst will evaluate the account’s history and activity. If fraud is still suspected, the analyst will contact the cardholder to confirm card possession, verify the cardholder’s two security identifiers on file, and validate the transaction(s). Depending on the circumstances, we may continue to monitor the account for suspicious charges or suspend it temporarily to minimize potential fraud losses. If we suspect employee misuse of funds, we will contact the County’s program administrator directly. Under most circumstances, a call is placed to the cardholder at the telephone number(s) on file, with messages left if contact cannot be made. After the first attempt, we will call the cardholder at both phone numbers and leave messages, as well as email the cardholder if it is after normal calling hours and an email address is available. If we are unsuccessful in reaching the cardholder after three attempts or if the phone number(s) on file is invalid, we will place a hold on the card and reach out to your program administrator. Proposal to Collier County Board of County Commissioners Page 16 Process Flow for Identifying and Communicating Fraud These steps help to mitigate fraud losses. Additional Fraud Protection We offer clients our third-party fraud waiver and Visa’s liability waiver for employee fraud to complement our fraud screening. Due to the sensitive nature of fraudulent transactions, we require that fraud be reported by phone to an expert in our Fraud Prevention department. Reporting fraud by phone makes sure that all fraudulent transactions are identified as soon as possible. The card will be blocked and no further transactions can be processed, immediately stopping fraud attempts. There are also systematic processes to provide for timeliness of opening and resolving a fraud case, as well as requirements put in place by Visa. In most cases, we can provide a complete resolution in one call, which avoids multiple call-back attempts and saves time on resolving any open issues. Cardholders can report fraud by calling the number on the back of their card or the direct fraud line at (888) 307-2990. Proposal to Collier County Board of County Commissioners Page 17 • How do you ensure that Collier County is protected from unauthorized charges? J.P. Morgan offers the Visa Liability Waiver program to protect the County from employee misuse of funds. This program waives certain charges, helps minimize losses and includes the following benefits: • Coverage of up to $100,000 per cardholder • Automatic enrollment • No deductible, no extra cost and no maximum cap • Coverage of cash advances, officers and ghost accounts • Simplified claim procedures Other coverage includes: • Charges incurred that do not benefit the County directly or indirectly, or benefit you when the cardholder was reimbursed for those charges and failed to pay • Charges that are the responsibility of the County and/or cardholder for payment As a condition of this program, the cardholder’s employment must be terminated. Eligible charges are those incurred by the cardholder 75 days prior to termination and up to 14 days after termination. We must be notified immediately to deliver the vital safeguards that enable you to provide purchasing cards to employees with security and confidence. We provide fraud protection coverage for: • Lost/stolen cards • Counterfeit cards • Skimmed cards • Unauthorized Internet transactions • Merchant disputes Because a disputed charge will not necessarily be caused by fraud, such transactions are handled through our dispute program. We have a dedicated Commercial Card Disputes team that works alongside our Fraud Prevention and Recovery groups. We provide necessary attention and resolution in each instance. An important step in managing the County’s liability is to make sure your purchasing card policy clearly states that all charges must be business related. Your implementation project manager will work with you to establish acceptable card policies to help prevent misuse among your cardholders. Effective policies Proposal to Collier County Board of County Commissioners Page 18 supported by senior management can help sell the importance of responsibility when using cards. Furthermore, credit limits and controls, established and adjusted through PaymentNet, will aid in limiting the County’s liability. Additional means of managing liability include: • Providing proper employee termination notice to J.P. Morgan. • Establishing clear purchasing policies to limit unauthorized spending. • Limiting issuance of cards to any cardholders with a history of misuse. Collier County’s program administrators will be given a direct telephone extension to reach our Fraud Prevention group. Once contacted, a fraud analyst will evaluate the account’s history and activity and then contact the cardholder to verify purchase validity and card possession. Depending on the circumstances, the account may continue to be monitored for suspicious charges or temporarily suspended to minimize potential fraud losses. The County requests that the vendor submit three (3) completed reference forms from clients during the past seven (7) years, one of which should be with the government sector as a part of their proposal. Provide information on the projects completed by the vendor that best represent projects of similar size, scope and complexity of this project using form provided in Attachment B – Form 8. Vendors may include two (2) additional pages for each project to illustrate aspects of the completed project that provides the information to assess the experience of the Proposer on relevant project work. J.P. Morgan is proud of the relationships we have with our clients. We have attempted to select clients that are similar in size and scope of the County, allowing you to accurately assess our compatibility with your organization. Our completed reference questionnaires are attached as Appendix 9. Proposal to Collier County Board of County Commissioners Page 19 Evaluation Criteria No. 4: Program Implementation and Product Details In this tab, include but not limited to: • Describe your company’s procedures for customer account program design and implementation. We will leverage our proven methodology for the County to deliver a comprehensive, yet streamlined implementation that serves as a strong foundation for your new commercial card program. Your experienced J.P. Morgan implementation project manager will oversee the entire process and supervise the working teams, providing direct accountability, clear timelines, and ongoing communication throughout the implementation process. Our standard implementation cycle is typically 90 to 120 business days, which includes monitoring your program through the first billing cycle and payment to provide end-to-end processes are integrated as expected. Cards are typically issued within 60 business days from the initial kick off meeting. To shorten this timeline, we can also begin key implementation activities prior to formal contract execution. However, in order for us to complete the build of your program and issue cards, we must have an executed contract in place. All implementation materials, timelines, and project dashboards will be tailored to your organization’s unique needs. Implementation Plan and Timeline While we will tailor our process to address your specific requirements, we rely on a standard, proven methodology as the foundation. The phases in our methodology include initiation, client readiness and requirements, program configuration, go live, and final transition. This methodology is based on 30 years of experience in implementing commercial card programs and makes certain that all goals set by your organization are reached and that established timelines are consistently met. Phase One—Initiation / Resource Assignment The first step is initiation, where the project resources for the County and J.P. Morgan are assembled in preparation to meet your needs and program objectives. The team reviews the information that has been gathered for your program and drafts an approach tailored to your requirements. During initiation, we conduct a formal kickoff meeting to introduce the team members who will Proposal to Collier County Board of County Commissioners Page 20 support your implementation. An implementation toolkit with all the necessary resources will be provided to you after the initial kickoff meeting. The toolkit contains the project dashboard, required forms, reference guides and other helpful resources to assist your team during the implementation of your card program. Phase Two—Requirements/Readiness We then move on to the requirements/readiness phase, where we focus on your program details and utilize weekly status calls to verify that we are on track to meet your milestones. While exact requirements vary according to the size and structure of each program, commonly discussed items include identifying participating cardholders, spend controls, chart of accounts, hierarchy structure, statement reconciliation, accounting code structure, mapper specifications, reporting requirements, payment method, and card plastic design. Specific tasks and timelines are captured and tracked through project dashboards. Phase Three—Program Configuration Once requirements have been gathered, documented, and confirmed with you, we will begin to build your program, including file feeds, reporting features, and software setup. Once the configuration is finalized, you and your implementation project manager will review the configuration for accuracy. This supports a smooth pilot to go live. Phase Four—Pilot/Go Live If you choose to pilot your program, we will roll out a small number of cards during this phase. When we have confirmed that everything is working as designed and you have successfully completed a cycle and a payment, we will proceed into the full program rollout. After the close of your first billing cycle (typically within three weeks of the first transactions posting), your implementation project manager will conduct a review meeting to verify that all requirements have been met for your program. Phase Five—Transition During the final phase, we will also have an opportunity to debrief with you on the project and provide final documentation on the setup of your program. The implementation team will transition support for your program to our relationship management team, who will assist the County going forward. Through each stage, your implementation team will remain actively engaged, available through direct telephone number and email. We are committed to a timely and successful implementation and will provide the County with the guidance you need. Proposal to Collier County Board of County Commissioners Page 21 • Describe your card issuance process, including timing, for new cards, lost/stolen cards, replacement cards (including “emergency” replacement). As a best practice, J.P. Morgan accepts a formatted, electronic card application file for initial issuance, allowing us to enroll all of your cardholders simultaneously. For ongoing issuance, we provide user-friendly online and electronic paper application options. Initial Issuance To facilitate a seamless implementation and save the County time and paperwork, J.P. Morgan can accept an Excel-formatted J.P. Morgan bulk application containing account information for each cardholder, such as: • Legal first and last name • Date of birth • Country of citizenship • Home and business address • Phone number • Account security details (e.g., last four digits of an employee ID or social security number and first four letters of the mother’s maiden name, or other unique letter/digit password) • Spend limit • Cardholder department and cost center (optional) Ongoing Issuance J.P. Morgan offers several convenient options for ongoing card issuance: • Online applications: Program administrators can request a new individual account directly via PaymentNet. Alternatively, employees can request a new commercial card via PaymentNet’s Account Request Manager. Once completed, the applications are routed to a designated manager and/or program administrator for approval. • Paper applications: Paper applications can be submitted by the County’s cardholders or program administrator via mail, email or fax. • Spreadsheet applications: A J.P. Morgan-supplied spreadsheet application can be submitted by your program administrator for mass applications, even after initial issuance. Once completed, the spreadsheet should be encrypted and emailed to J.P. Morgan for processing. Proposal to Collier County Board of County Commissioners Page 22 Lost or Stolen Cards Collier County should notify us immediately if a card is lost, stolen, misused or if there is fraud. We will promptly cancel the account to prevent further program liability. Our Customer Service team is available 24/7/365 to cancel lost or stolen cards and reissue new plastic, as needed. Delivery of new cards is made within five to seven business days. If a rush card replacement is requested, a card can be delivered within one to two days. A fee may apply. Replacement Cards Card replacement requests can be placed online using the account maintenance feature of PaymentNet. This simple process requires just two clicks from the Account List page. Cards are processed on the same day as long as it is received by their preset processing deadlines. Cards are typically in the mail within five business days of request receipt. Emergency rush cards can be sent overnight to cardholders or your program administrator. • Describe your company’s web based software application (compatible with SAP) to upload Visa files. PaymentNet is a fully hosted online solution that requires no client-side software and is accessible from virtually any secure Internet browser. Designed, developed and supported in house by J.P. Morgan, our easy-to-use system helps the County streamline time-consuming tasks and offers key features, including: • Simplified day-to-day account management: From real-time profile changes and declined transaction viewing for program administrators to streamlined reporting options for cardholders, PaymentNet can help you handle everyday tasks more quickly and efficiently. • Mass update capabilities: PaymentNet allows program administrators to send mass updates of approvals, accounting codes and cardholder applications, reducing the need for one-off manual updates. • Flexible receipt imaging: Collier County is given access to PaymentNet’s versatile receipt imaging options, including the ability to fax or upload scanned receipts. • Time-saving reporting options: PaymentNet lets users create and save report queries, schedule reports to run automatically and view reports on screen for quick transaction reviews. PaymentNet includes a suite of standard reports to assist the County in monitoring, analyzing and reporting on your program spend. Proposal to Collier County Board of County Commissioners Page 23 • Custom fields and transaction splitting: The County can use PaymentNet’s custom fields to meet their auditing needs, and the ability to easily split transactions simplifies the reconciliation process. • Online disputes—Any cardholder or authorized user can submit a dispute in PaymentNet, which is not possible in many competitors’ systems. PaymentNet’s built-in hierarchy support gives program administrators and other authorized personnel access to a wide range of administrative options, and allows cardholders to benefit from convenient, self-service features. In addition, PaymentNet can be fully integrated with the County’s existing SAP system during implementation, enabling your organization to leverage the full extent of your transaction data in support of your program goals. As an added benefit, J.P. Morgan will provide PaymentNet to the County at no charge. To help you get the most out of PaymentNet, J.P. Morgan will provide comprehensive training for your program administrator, as well as a variety of training options and materials for cardholders and other users. PaymentNet Features • Transaction management: PaymentNet offers transaction viewing, powerful reallocation capabilities (including a flexible number of splits) and real-time updates. Simple checkboxes allow users to indicate reconciliation tasks for each transaction, and custom fields for transactions, accounts, employees, merchants and MCCs provide additional options. • Account management: PaymentNet’s account management function allows account changes, including credit limit adjustments, maintenance activities and deactivations, to be made online with immediate effect. Changes can be completed through a standard account import process in PaymentNet. Temporary credit limit changes and account suspensions can be applied to support upcoming events. • Employee management: Collier County’s program administrator can manage all user tasks including the set up new users and passwords, creating new hierarchy levels, and linking users to accounts. Custom greetings can be configured to be displayed organization-wide or to specific departments and user roles. PaymentNet also supports decentralized administration, with the option for multiple program administrators throughout your hierarchy. Proposal to Collier County Board of County Commissioners Page 24 • Spend analysis and reporting: With a suite of standard reports that can be run at any time (or scheduled to run automatically), you can easily monitor transaction data for expense reporting, policy adherence, vendor negotiations and virtually all other situation analyses. Advanced query and sorting options allow for the tailoring of reports to users’ specific needs. • Data integration: PaymentNet can produce data files for download directly to the County’s existing SAP system. You can specify different record types, order and sorting based on your system requirements, ensuring a seamless and accurate interface. • Electronic statements: Cardholders can view statements online for a rolling 24-month period. • Account Request Manager: Program administrators can manage every step of the online card application and approval process within PaymentNet, minimizing manual tasks and increasing administrative speed, accuracy and transparency. Your valuable data is protected through industry-proven Secure Sockets Layer (SSL) encryption technology. All sensitive data is masked, the login process is password protected and security access levels can be configured to help make sure that only authorized County personnel have access to critical information. The scalable architecture of PaymentNet is designed to accommodate as many logins as needed without sacrificing speed or consistency. Because PaymentNet is housed online and wholly owned by J.P. Morgan, updates and enhancements are taken care of behind the scenes, saving your organization the time and money associated with software maintenance. In providing PaymentNet, J.P. Morgan’s objective is to meet clients’ unique organizational needs and program goals in the most efficient, comprehensive and user-friendly manner possible. We would be pleased to discuss PaymentNet’s numerous features with the County in greater detail at any time. • Based on your experience, list the critical success factors for a Purchasing Card Program and the factors, which have caused programs to fail or not to work as well as expected. Our extensive experience in implementing programs for government entities indicates that the following critical factors are essential for the success of any card program: • Internal Marketing: Organizations that demonstrate best practices build program awareness, momentum, and loyalty through strong marketing and training, supported by a simple yet comprehensive communication plan and a change-management focus. Proposal to Collier County Board of County Commissioners Page 25 • Program Sponsorship: The driving forces behind a successful commercial card program include senior management support, dedicated program resources, card issuer involvement, and a strong organization- wide commitment. • Measurable Program Objectives: To facilitate success, organizations must establish and communicate specific program objectives and performance measurements. Measuring all facets of the program enables clients to continually evaluate and enhance their processes. J.P. Morgan will work with the County management team to develop an implementation and training plan that includes the critical success factors described here. To ensure a seamless conversion and successful program, we use best practice management guides in conjunction with our years of experience with organizations that are similar in size and need to yours. • Once the program is implemented, provide procedures and timelines for spending limit changes general maintenance including name and address changes as well as MCC blocking new applications renewal cards. Program administrators can make account changes using PaymentNet’s account maintenance feature. With this feature, tasks such as credit limit adjustments, profile updates and termination activities can be accomplished online and in real time, with changes effective immediately. Available functions include: • Name and address updates • Current balance verification • Transaction limit changes • Monthly/cycle credit limit changes (temporary and permanent) • MCC Group changes • New card requests • Card replacement requests • Account closures • Authorization/decline activity access Cardholders can also use PaymentNet to view their account data, although they will not be able to make changes. • Provide foreign use policy. When a cardholder conducts a transaction in a currency other than U.S. dollars (USD), Visa will typically convert the transaction amount back to USD at the time the transaction is processed. The transaction amount is converted to the equivalent USD amount using a wholesale or government-mandated conversion rate. Proposal to Collier County Board of County Commissioners Page 26 For each international transaction, a 1.5% fee is imposed for transaction processing. • Describe your company’s ability to capture and transmit commodity code(s) of a purchase transaction if any. PaymentNet receives and displays all levels of transaction data passed by merchants, including line-item detail. The exact level of data captured at the point of sale is dependent on terminal setup. Enhanced data records are structured to capture purchase details and allow merchants to provide a commodity code within line-item detail. Merchants may use NIGP, UNSPSC and/or NAICS coding when providing this information. Ultimately, it is the merchant’s choice whether to use these or any other codes, such as internal commodity codes or UPC numbers. NIGP, UNSPSC and NAICS codes can be passed with level II or level III data. Merchants can provide these codes in the customer code field, but if multiple items are purchased, each item could have a different code. This approach is unlikely to provide adequate reconciliation because level II data includes just one customer code field. Level III data, which accommodates line-item detail, could allow for multiple NIGP, UNSPSC, and NAICS codes to be assigned to each item purchased. Although the credit card industry does not currently facilitate commodity blocking, J.P. Morgan is working to increase transmission of level III enhanced detail to enable commodity-related reporting and help the County increase policy compliance. To assist you, PaymentNet offers several options for tracking/reporting at the commodity level if you follow a few best practices: • Mandate that your cardholders use only merchants that pass level III detail on transactions. The advantage of this approach is that the County can use the query and reporting functions in PaymentNet to create the commodity reports you need for tracking, analyzing and directing spend. However, this approach could conceivably limit cardholders and impact convenience, and if the merchant with the best price does not pass level III detail, the County would pay a higher price. • Set up your accounting code strings to reflect the level of detail you need. Sub-codes tracking down to the commodity level are a good example of this methodology. With this option, the County would need to make certain that all cardholders are trained to properly code their transactions as no merchant-fed data would contain these data strings. • Mandate that cardholders enter the commodities purchased in an additional notes field; the County can then query that note field to determine commodity-specific spending. Proposal to Collier County Board of County Commissioners Page 27 • Provide a lookup range of archive transaction data. All reports available in PaymentNet can be generated with up to 24 months of historical data (audit data is archived after 12 months). We further maintain up to seven years of basic transaction information that can be retrieved by contacting your relationship manager. To assist with various program management needs, PaymentNet reports are categorized data types: • Accounts: Account reports will allow your program administrator to manage cardholders and their accounts (e.g., assign cardholders to hierarchy positions, request cards, run delinquency reports, or view an account’s status, credit limit, and balance). • Administration: Administration reports will assist your program administrator in the day-to-day management of your program (e.g., run reports on user details or spend policy compliance). • Cardholders: Cardholder reports will allow your program administrator to manage employees or accounts (e.g., verify that transactions have been reviewed or track a cardholder’s profile details, account status information, and account limits). • Merchants: Your program administrator can use merchant reports to look for spend patterns that can support organization-wide decision making and vendor negotiations (e.g., view 1099/socio-economic reports or spend at preferred merchants). • Transactions: Transaction reports will allow your program administrator to monitor program spend (e.g., view summary, analytical, and detailed information), as well as assist with commodity spend penetration, cost control monitoring, expense allocation, expense reporting, purchasing control compliance and line-item purchase analysis (using level III data). In addition, authorized cardholders can run these reports to view transaction details for reconciliation purposes. • Describe any advanced audit capabilities such as Intellink. PaymentNet features enhanced monitoring controls through extensive audit reporting. Auditing is available for transactions, accounts, employees, hierarchy, chart of accounts, and orders. Collier County can view the last 20 changes made to any of these objects using the History screen. We offer standard reports for each of these objects and provide up to one year of data. Our system and reports show each individual change, including previous and new values, the name of the person who made the change and the time that the change was made. To further help promote user compliance, PaymentNet offers several standard auditing reports: Proposal to Collier County Board of County Commissioners Page 28 • Account Audit: This report lists all card changes made during a selected date range; it contains the account number, change date, a description of the field changed, original data, new data and PaymentNet user ID that made the change. • Chart of Accounts Audit: Any chart of accounts creations and changes to an existing chart of accounts using PaymentNet can be queried using a date range. This report will display all changes made to a chart of accounts during a requested period of time. It contains change date, change time, chart name, segment, segment value, field name, previous value, new value and user ID that made the change. • Employee Audit: Any new employee account creations or changes to an existing employee account using PaymentNet can be queried using a date range. This report lists all employee changes made during a requested time period and contains change date, change time, user ID changed or added, field name, previous value, new value and user ID that made the change. • Hierarchy Audit: Any new hierarchy creations or changes to an existing hierarchy using PaymentNet can be queried using a date range. This report will show all hierarchy changes made during a requested time period. It contains change date, change time, hierarchy ID, field name, previous value, new value and user ID that made the change. • Login Audit: PaymentNet logins can be queried using a date range. This report lists all logins during a requested time period and contains login date and time, user ID and session duration. • Transaction Audit: This report will provide all transaction changes made during a selected date range; it contains the transaction ID, change date, a description of the field changed, original data, new data and PaymentNet user ID that made the change. In addition, because PaymentNet offers powerful splitting and reallocation capabilities, the Transaction Allocation report will track how each transaction is being split among different cost centers. This report allows your program administrator and managers to confirm that cardholders are not reassigning charges to incorrect accounting codes. Proposal to Collier County Board of County Commissioners Page 29 Evaluation Criteria No. 5: Customer Support In this tab, include but not limited to: • Describe the issuer’s customer service organizational structure. Our service structure is composed of experienced commercial card experts and is designed to make sure we provide the customized support and central points of contact our clients require at all organizational levels, from senior management to program administration to cardholders. J.P. Morgan Service Model Our service model is designed to give each area of the County’s organization the specialized support you need. Relationship Manager Upon notice of becoming a finalist or at contract award, your account will be assigned to one of our experienced relationship managers. They will provide best practices, serve as a point of escalation, conduct regular program performance reviews, and maintain your organization’s overall satisfaction with our products and services. Program Administration Support After program implementation is complete and cards have been issued, your day- to-day tasks will be attended to by our Program Coordinator team members, each of whom has extensive backgrounds in supporting commercial card programs. Collier County’s program administrator can contact our program coordinators for assistance with account management inquiries, change and operations requests, Proposal to Collier County Board of County Commissioners Page 30 and technical issues. The Program Coordinator team will have access to your program files and County-specific information for prompt, efficient service. Our Program Coordinator servicing team is empowered to make decisions to provide prompt action and one-call resolution. When issues cannot be resolved immediately, a time commitment for resolution is communicated back within 24 hours for telephone inquiries and 48 hours for email inquiries. Our program coordinator servicing team is available Monday through Friday from 8:00 a.m. to 8:00 p.m. ET. This program coordinator support is further augmented by 24/7/365 customer service assistance, which is available to both program administrators and cardholders. Cardholder Support Collier County’s cardholders receive 24/7/365 support from our commercial card call centers. Our customer service specialists are available to answer questions, resolve issues, and make sure your employees have access to the support resources they need whenever and wherever they do business. Our service personnel are held to some of the highest standards in the industry and our service organization is entirely dedicated to commercial card support—Customer Service team members do not handle consumer cards or other bank products. All customer service is conducted domestically—we do not offshore support. We have two call centers with 100 customer service specialists dedicated to servicing our Commercial Card clients. • Describe the card account activation and deactivation process for card accounts. Detail the level of account support you would provide in managing these processes. To increase security and decrease fraud, all cards are delivered with a block that prevents usage. On receipt, cardholders activate their cards by calling our voice response unit (VRU). Cardholders are asked to provide two unique security identifiers during account setup, and one will be required for card activation. An identifier can be the CVV2 number on the back of the card, any four-digit numeric, and any four-digit alphanumeric code (e.g., the last four digits of the cardholder’s social security number, last four characters of the mother’s maiden name, or employee ID). The card can be used immediately after the cardholder activates his or her card. We recommend that you deactivate accounts by building a process into employee terminations. Collier County’s program administrator can enter changes directly into PaymentNet to reduce the opportunity for card fraud or misuse. We can also process account changes, such as terminations, based on mass data received from an employee data refresh file. On receipt of this file, data is loaded Proposal to Collier County Board of County Commissioners Page 31 directly into PaymentNet and updates are posted automatically, which eliminates the need for manual account maintenance. This process can be established during implementation. Once a card has been cancelled, it can only be reinstated by us. However, County program administrators can immediately reissue new cards through PaymentNet’s online maintenance feature. (Your program administrator can also contact the program coordinator team for assistance with account reinstatements.) • Describe your customer service capabilities for cardholders, including the following: • Hours of coverage Our customer service specialists are available 24 hours a day, 7 days a week, 365 days a year. • Toll free number access A toll-free service number is provided on the back of every card. Cardholders can contact our U.S.-based call centers 24/7/365 for assistance with a wide range of service issues. To assist cardholders when they are outside the United States or in areas where toll-free calling is not available, a collect number is also listed on the back of every card. • Types of services offered Services and information our specialists offer for your cardholders include: • Lost/stolen card reporting • Answers to statement questions • Card activation • General account information • Balance/credit information • Billing disputes • Fraud reporting • Payment information • Cardholder transaction information • Specific charge details (including declines) • Account closures/card cancellations • Replacement card requests • Emergency assistance • Online password assistance Additional services provided through our call center include an easy-to- use voice response unit (VRU) for commonly asked questions and an interpretation service to assist non-English-speaking cardholders in over 100 languages (e.g., Spanish, German, Italian and French). Proposal to Collier County Board of County Commissioners Page 32 • Describe your company’s customer service response policy and processes. Detail customer service round-the-clock availability, dedicated team structures, telephone response average wait times and phone systems automated response unit (ARU) capabilities. For telephone response times, include the following information (most recent monthly average): • Number of calls received • Numbers of calls handled • Number of calls abandoned • Number of calls facilitated within 30 seconds of being placed in a hold queue. • Average wait time • Average length of talk time Our Quality Assurance team constantly monitors and benchmarks our service specialists to optimize their performance, as well as client and cardholder satisfaction. We have numerous internal quality measurement processes and analyses performed both internally and by outside parties to confirm that we are meeting our quality benchmarks. Our key performance indicators, their definitions, and our service benchmarks are as follows: Customer Service Availability • Definition: This benchmark is defined as 24/7/365 customer service availability. Cardholder customer service will be available 24 hours per day, 7 days per week via a toll-free phone number that is supported by trained specialists. • Monitoring: Staffing is monitored in multiple systems to provide for checks and balances. Planning software is used to makes sure staff are scheduled in advance and we have appropriate coverage over each interval. The Avaya CMS Supervisor and CCPulse software applications are used to monitor real-time queue staffing and performance. • Adjusting to Meet Client Needs: Having two separate service sites makes sure we have redundancy with volume automatically rerouting to our backup site. Resiliency plans are in place in the event that one site goes down. Overtime would be offered at backup site to make sure service expectations are met or exceeded. We also test resiliency programs regularly. Proposal to Collier County Board of County Commissioners Page 33 Average Speed of Answer • Definition: This benchmark is defined as the time between placement of a call and when that call is answered by a specialist. The cardholder customer service center’s goal is to answer 80 percent of phone calls with an average speed of 20 seconds or less. • Monitoring: Our call monitoring system tracks this benchmark. Our system reporting tracks based on interval, day, and month to date average speed of answer. Customer Service Metrics Metric August 2017 Number of calls received 133,054 Number of calls handled 133,245 Number of calls abandoned 1.3% Average talk time 211 seconds Average speed of answer 16 seconds Percentage of Calls Abandoned • Definition: This benchmark is defined as the percentage of calls abandoned after 20 seconds. The goal for this benchmark is 3 percent or less, meaning that less than three calls in a hundred are abandoned after 20 seconds. • Monitoring: Our quality assurance call monitoring system tracks our performance against this benchmark. • Adjusting to Meet Client Needs: Several options are available to make sure we meet these goals, including: opening overtime, adjusting schedules, using other staff resources (borrowing specialists from other groups within Commercial Card knowledge and experience), pulling back on any off-the-phone project work and asking other qualified personnel to assist with phone calls. Proposal to Collier County Board of County Commissioners Page 34 • If a Cardholder has a dispute or issue with a charge, what is the resolution process and timeline? Most erroneous charges can be corrected by calling the merchant—avoiding the dispute process entirely. We have a straightforward dispute initiation process that makes it easy for the County to initiate disputes through us. Throughout the dispute resolution process, our Disputes team will act as advocates on your behalf. We recommend that Collier County initiate all disputes via phone, as this enables our specialists to discuss the issue with the cardholder and provide the most comprehensive support. Cardholders can contact our Customer Service department by calling the number on the back of the card. Disputes can also be initiated online in PaymentNet or by email or mail. Dedicated personnel handle the reporting, tracking, and resolution of disputes worldwide. Disputes must be made within 60 days of the transaction date; the specific terms vary according to each client’s contract. Dispute resolution typically occurs within 5 to 60 days of initiation, dependent on the nature of the dispute, and we regularly exceed our goal to resolve 65 percent of disputes within 7 days and 88 percent within 30 days. When the County notifies us of a disputed transaction, the disputed item is removed from the balance during the investigation. A temporary dispute credit is issued while the dispute is being researched. We will credit your account if a dispute is resolved in the County’s favor. This credit is processed just like a transaction and will appear on your next statement. The suspended charge will leave the dispute status and payment will be due if the dispute is resolved in the merchant’s favor. Proposal to Collier County Board of County Commissioners Page 35 Our Streamlined Dispute Process J.P. Morgan makes it easy for Collier County to initiate disputes. Initiating a Dispute by Phone Cardholders who are uncertain how to submit a dispute should contact our Customer Service team by calling the number on the back of their card. The customer service specialist will walk the cardholder through the process to initiate a dispute. A dispute analyst will review the case and follow up with the cardholder. They have access to additional tools and information to facilitate the process, such as mediating a conversation between the cardholder and the merchant for immediate resolution—which is often the best approach. This gives the analyst an opportunity to more fully understand the concern and better assist the cardholder. We recommend this process for more complicated disputes. Proposal to Collier County Board of County Commissioners Page 36 Online Dispute Initiation in PaymentNet Users authorized by the County to initiate disputes in PaymentNet can do so using a prepopulated form. The user simply selects a dispute reason, follows the prompts to input additional information, and clicks “submit” to transmit the form to our disputes department. PaymentNet enables employees to track disputes initiated through PaymentNet online. Color-coded indicators on the transaction screen mark steps in the dispute process. After a dispute has been submitted, a yellow indicator appears next to the transaction. When it has been assigned to a dispute specialist and is actively being worked on, the indicator changes to red. After the dispute is resolved, the indicator turns green. Your program administrator can also run the “Transaction Disputes by Hierarchy” report to see the status of all open disputes. Dispute Initiation by Email or Mail We offer a standard form that cardholders can send to us via email or mail in order to initiate a dispute. Cardholders can also initiate a dispute via email without using the form. The dispute will be initiated when we receive the form, and a disputes analyst may contact the cardholder via phone or email for additional information. We will provide the standard form to your program administrator. Cardholders should include their name and account number along with the transaction details of the disputed charge and their reason for disputing the charge. Details of any efforts they have made to resolve the dispute with the merchant on their own should be noted. Cardholders should also provide additional documentation, such as receipts, during the dispute resolution process. Proposal to Collier County Board of County Commissioners Page 37 Evaluation Criteria No. 6: Cost of Services to the County The County expects no setup fees or implementation costs. No transaction fees or card fees including standard card design, nor any charge for software programs, or access to electronic billing, reporting and payment tools. Access to J.P. Morgan’s proprietary PaymentNet system is provided to the County at no charge as part of your commercial card program. There are no costs for implementation and standard card design. Please refer to our financial proposal, attached as Appendix 1, for more information. Proposal to Collier County Board of County Commissioners Page 38 Evaluation Criteria No. 7: Local Vendor Preference Local business is defined as the vendor having a current Business Tax Receipt issued by the Collier or Lee County Tax Collector for at least one year prior to proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier or Lee County from which the vendor’s staff operates and performs business in an area zoned for the conduct of such business. Please refer to our completed Form 9: Vendor Submittal – Local Vendor Preference Affidavit, attached as Appendix 10. Proposal to Collier County Board of County Commissioners Page 39 Attachment A - Scope of Work/Services and Technical Specifications Detailed Scope of Services The County’s primary objectives include: • To achieve administrative savings, specifically by continuing electronic billing/payment for purchasing commodities and services. • To consolidate and enhance data collection and reporting. • To realize increased rebates from increased volume. • To contract at no cost to the County (the County expects no setup fees or implementation costs. No transaction fees or card fees including standard card design, nor any charge for software programs, or access to electronic billing, reporting and payment tools.). The County’s expectations for the successful proposer are: • To provide a smooth transition between the current and new provider, with minimal impact on cardholders and program administrators. • To dedicate state-of-the-art electronic management/reporting tools (Visa Intellilink or comparable software auditing tool). • To work with the County to develop an understanding of the needs, processes and policies. • To commit to increase usage of the cards and identify areas for greater efficiency through an annual assessment. • To commit knowledgeable, experienced, responsive staff responsible for customer service and program management. • To provide training/conference opportunities for city program administrators. • To assign key staff within or proximate to Collier County, Florida. • To provide toll free phone numbers for all communications related to the contract. Proposal to Collier County Board of County Commissioners Page 40 The County currently utilizes a VISA Purchasing Card Program provided by SunTrust. Our program is operating at an average current monthly expenditure amount of approximately $220,000 with 309 cardholders. The County currently receives an annual rebate of approximately $28,000 to $33,000 with an annual spend of approximately $2,500,000. The average cardholder currently has a $5,000 monthly credit limit, but we propose to have cardholder’s limits set to $3,000 single and $10,000 monthly. A limited number of individuals in each department have higher monthly credit limits to manage individual purchases not to exceed $5,000 per transaction amount. Large dollar purchases are processed through the Procurement Services Department and the Accounts Payable Division. The County anticipates a substantial increase in purchasing card expenditures through modification of current cardholder profiles where deemed appropriate, and the use of electronically- managed programs. The program is centrally administered by the Procurement Services Division who works in conjunction with Divisions in a joint effort with the provider to oversee and address contract issues and overall program management from a countywide perspective. The Procurement Card Program is regularly checked through an Internal Audit process for compliance at the user department levels and through Procurement Services. The awarded vendor must designate a Contract Administration contact. The person will serve as a single point of contact for general contract administration items such as contract renewals and high-level problem resolution, such as contract or performance issues. Awarded vendor shall keep the County’s Contract Administrator currently informed of all changes to the information submitted in the Proposal Submittals and Proposal Forms including but not limited to, merger or sale of the company, address changes and changes in vendor personnel assigned to the contract. For propose of this contract, “currently informed” means with sufficient notice to properly notify County agencies of the changes and/or make updates to the City’s information systems. Failure to meet this requirement of this section many be grounds for contract termination or non-renewal. We agree. Ralph Hildevert will be the County’s designated Contract Administration contact for J.P. Morgan. Ralph can be reached at (305) 579-9320 or via email at ralph.hildevert@jpmorgan.com. Mandatory Elements • Proposer agrees that no date, information or distribution list related to this contract may be sold or otherwise distributed by the proposer to a third party, including any divisions owned by or affiliated with the proposer. We agree. • No information other than routine billing and statements shall be sent to the Collier County cardholders without the prior approval of the County's Contract Administrator. We agree. Cardholders can use PaymentNet’s online statement functionality to view electronic versions of their statements. Cardholder access to the online Proposal to Collier County Board of County Commissioners Page 41 statement and payment feature is granted by the County’s program administrators. • The proposer agrees to integrate its direct bill file system with the County accounting system at no cost to the County. Billing files supplied as direct electronic feeds, or from proposed reallocation software will be generated in the format required by the County. The County utilizes SAP financial software. We agree. • The County requires access to all standard reports on a real-time basis via a web-based software application provider by the proposer. Collier County currently uses Paymetrc/XiBuy to upload its Visa files. The County needs reporting applications accessible by multiple users from multiple locations throughout the County at no cost to the County. We agree. • The Proposer agrees that all cards issued must require cardholder activation upon receipt (cards not mailed "live"). This shall be done using the cardholder's employee I.D. number, NOT their social security number. We agree. • Liability - Purchasing Card. The County will be liable for charges made by authorized users that are in accordance with County's Policies and Procedures, however, • Proposer agrees to assume responsibility for all charges, without a deductible, incurred after notification of lost, stolen or compromised or fraudulently used card/account. Compromised or fraudulent is defined as use of the card/account by a person other than the person to whom the card was issued. Means and terms of the notification will be per mutually agreed upon contracted terms. • Proposer agrees to provide a liability waiver program for charges incurred by a cardholder that do not benefit the County directly or indirectly. Describe the terms, amount of coverage and deductibles for your liability waiver program. Also, describe other tools that would enable the City to establish policy and control and monitor purchases to minimize risk or detect any misuse or abuse. Client shall 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 or suspects has been lost, stolen, misappropriated, improperly used or compromised. 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. Proposal to Collier County Board of County Commissioners Page 42 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: a. Client must block required high risk merchant category codes (“MCC’s”) 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. Additional Information – Single-Use Accounts (Virtual Cards) The J.P. Morgan Single-Use Account solution is an electronic, credit card-based payment method that can help the County more efficiently manage your payment process as well as help reduce costs and transform traditional areas of expense into potential revenue generators. J.P. Morgan offers a true single-use account solution. Each single-use account has a credit limit equal to the approved invoice amount. There is just one account per invoice, helping to secure that the merchant has access only to approved funds for a specific invoice. Our single-use accounts are ideal for helping the County optimize your working capital and procurement processes. This dynamic product combines the features of purchasing cards, checks and ACH payments and serves as a powerful and valuable tool in your accounts payable processing, filling in gaps where other solutions may fall short: Proposal to Collier County Board of County Commissioners Page 43 Feature Single-Use Accounts Cards Checks ACH Electronic payment process    Rebate potential   Improved days sales outstanding (DSO)   Electronic remittance    Specified payment date range   Specified payment amount (to the penny)    Electronic reconciliation    Ability to stop payment    Ongoing per-payment fees   Our single-use account solution can assist the County in realizing all of these benefits. Using single-use accounts rather than purchasing cards for payments will provide a variety of advantages, including advanced payment controls, enhanced data with every transaction, potential extension of spend into new categories, improved payment convenience, elimination of manual payment processing, and even greater reductions in procurement costs. Furthermore, by utilizing electronic accounts instead of physical cards, the County will gain the benefit of total payment security. You have control over every element of a payment, from the specific payment amount (down to the penny), to the merchant that may accept it, to the time period in which the specified merchant may obtain the designated funds. If you are paying for a specific invoice or purchase order, detailed remittance data is transmitted securely to both parties to facilitate automated payment reconciliation without the need for further correspondence (which could introduce miscommunications or sharing of confidential details). In addition, fraudulent payments and internal misuse of funds are virtually impossible due to the controls your organization can impose as well as the fact that employees will not have access to cards or key card details, essentially eradicating “rogue” payments. As part of our single-use account solution, the County will have access to J.P. Morgan’s industry-leading PaymentNet system, the engine that interfaces with Mastercard to create your accounts. You can also use PaymentNet for account and transaction management, advanced reporting, activity monitoring, statement access, reconciliation, and data integration tasks. J.P. Morgan offers flexible single-use account setup options to meet the County’s virtual payment needs. • Our batch option utilizes current ERP and general ledger systems to manage accounts payable-type expenses. Proposal to Collier County Board of County Commissioners Page 44 • Real-time (or “web service”) single-use accounts integrate with clients’ ERP systems and PaymentNet, allowing users to send requests and receive account numbers in real time via either the ERP system or PaymentNet. This option is suited for clients who need to integrate the single-use account payment process into their day-to-day operations. • Our manual online option allows clients that do not fully integrate into ERP systems to instantly access single-use account numbers within PaymentNet as needed. Clients with batch and real-time integration have the option of using the manual online option too. As an additional benefit for the County, once your single-use account program is up and running, we will consult with you to identify opportunities for enhancing other areas of your payables processes to drive discounts and maximize efficiencies. Our consultative approach to providing electronic payment solutions and our considerable industry experience and expertise provides your organization with access to a wide range of best practices, customized recommendations, and other resources to help make sure that your program is operating at peak levels. In addition, J.P. Morgan offers an analysis that will show your potential savings simply by replacing checks and extending your days payable outstanding (DPO). SUA Connection SUA Connection, available for PaymentNet programs, makes it easy for your suppliers to process and track SUA payments. A user-friendly online resource, SUA Connection empowers suppliers via: • Full visibility into SUA payment status • Intuitive user interface to simplify payment processing and tracking • Self-serve options to minimize missed/expired payments and improve days sales outstanding (DSO) • Easy access to aggregate remittance data to streamline reconciliation • Supplier-defined profile, preferences and user access control to help ensure tailored support SUA Connection is easy to navigate and offered to suppliers at no additional cost. Proposal to Collier County Board of County Commissioners Page 45 SUA Connection – Payments at a Glance Participating suppliers will be able to access all of their SUA transaction data from all of their customers who use SUA in one convenient place. Your suppliers will be able to: • See payments waiting to be processed and the number of days remaining until expiration • Review payment declines (including decline rationale), along with any missed payments • View any account number to see if it allows multiple transactions, as well as the amount remaining and any posted transactions • Download aggregate remittance data • Maintain profile, preference and contact information for their organization • Control user access • Leverage the Technical Support Desk for questions/issues Proposal to Collier County Board of County Commissioners Page 46 Benefits SUA Connection makes processing payments easier for your suppliers and reduces one- off calls to you. Supplier benefits Buyer benefits • Greater control, plus another layer of insight and support • Fewer one-off supplier calls or emails requesting information • On demand data to easily troubleshoot issues • Less time spent researching payment issues • Fewer missed/expired payments • Reduced need to reissue requests for missed/expired payments • Streamlined reconciliation; no more cutting and pasting data from multiple emails • More options for suppliers, more support to grow your program Unlike some sites with complex interfaces and multiple applications, SUA Connection was developed with your suppliers in mind and designed to allow for optimal self- service. Supplier Registration Registering for SUA Connection is quick and easy, requiring only three steps: • Collier County’s supplier agrees to accept SUA and J.P. Morgan sends them an email with a link validating their acceptance. • The first time the County submits a payment, your supplier will receive an email with a link to the SUA Connection registration page. • Collier County’s supplier receives temporary credentials, sets up a user name and password, and is officially registered. Automated Settlement J.P. Morgan’s Automated Settlement solution streamlines the SUA process by automatically depositing payments into your account without the need for manual processing. Similar in function to straight-through processing or buyer-initiated payments, Automated Settlement is designed to work seamlessly with SUA, helping to increase working capital, minimize missed payments and reduce manual processing errors. Proposal to Collier County Board of County Commissioners Page 47 Automated Settlement Process Flow – How it Works Automated Settlement eliminates steps in the payment process, accelerating the transaction flow. Our in-house merchant acquirer subsidiary, Merchant Services, enables this method of payment processing automatically from any J.P. Morgan SUA client. Additionally, because there is a unique account number for every payment, reconciliation is easier when compared against buyer-initiated payments, which use the same account number. Most importantly, a single use account number greatly reduces the potential for fraud. Supplier Benefits • Eliminate expired payments through auto-settlement • Faster payment processing can improve Days Sales Outstanding (DSO) • Streamlined reconciliation including remittance detail • Reduced fraud by receiving a true single-use account number for each payment In short, with J.P. Morgan’s Single-Use Accounts, the County can continue to leverage your existing payment processes, systems, and suppliers while enjoying considerable advantages throughout your organization. We look forward to further discussions with your management team regarding the comprehensive benefits our solution can provide. v.17202.UPL DISCLAIMER Prepared for Collier County Board of County Commissioners FINANCIAL PROPOSAL January 18, 2018 2 DISCLAIMER This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (including such party’s subsidiaries, the “Organization”) in order to assist the Organization in evaluating certain products or services that may be provided by JPMorgan Chase Bank, N.A. (“J.P. Morgan”). This document contains information that is confidential and proprietary to J.P. Morgan, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. In preparing this document, J.P. Morgan has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Organization or which was otherwise reviewed by J.P. Morgan. Neither this document nor any of its contents may be used for any other purpose without the prior written consent of J.P. Morgan. J.P. Morgan makes no representations as to the legal, regulatory, tax, or accounting implications of the matters referred to in this document. Notwithstanding anything in this document to the contrary, the statements in this document are not intended to be legally binding. Any products, services, terms, or other matters described in this document (other than in respect of confidentiality) are subject to the terms of separate legally binding documentation and are subject to change without notice. Neither J.P. Morgan nor any of its directors, officers, employees, or agents shall incur any responsibility or liability whatsoever to the Organization or any other party in respect of the contents of this document or any matters referred to in, or discussed as a result of, this document. J.P. Morgan and Chase are marketing names for certain businesses of JPMorgan Chase Bank, N.A., and its subsidiaries worldwide. JPMorgan Chase Bank is licensed under U.S. Pat. Nos. 5,910,988 and 6,032,137. The financial proposal is valid for 60 days. The financial proposal will remain valid thereafter for up to an additional 120 days (“Extension Period”), unless, during the Extension Period, there is a material adverse change in the regulatory environment applicable to J.P. Morgan, the financial industry, or the Organization’s financial condition or credit worthiness, each as determined by J.P. Morgan in its sole discretion. In case of such a change J.P. Morgan reserves the right to amend this proposal thereafter or upon any requested changes. Any requested changes may result in a new financial proposal. © JPMorgan Chase Bank, N.A. All Rights Reserved. Definitions “Large Ticket Transaction Volume” means total Large Ticket Transactions made on any and all cards or accounts, net of returns, cash advances, convenience check amounts, fraudulent transactions and any transactions that do not qualify for interchange under applicable Association rules. “Net Charge Volume” means total charges made on any and all cards or accounts, net of returns, cash advances, convenience check amounts, fraudulent transactions and any transactions that do not qualify for interchange under applicable Association rules. Net Charge Volume does not include Large Ticket Transaction Volume. “Total Charge Volume” means the sum of Net Charge Volume and Large Ticket Transaction Volume. FINANCIAL PROPOSAL 3 Pricing Assumptions — U.S. Programs The proposed pricing for your requested card programs is based on the following assumptions: COMMERCIAL CARD SOLUTIONS U.S. Purchasing Card U.S. Single-Use Account Total Annual Total Charge Volume $5,000,000 $5,000,000 $10,000,000 Statement Billing Period 30 30 Payment Days from Statement Date 14 14 Cards 300 n/a 300 Contract Initial Term 5 years with one (1) one (1) year auto renewal option Type of Liability, Billing, and Payment Corporate, Central, Central Corporate, Central, Central FINANCIAL PROPOSAL 4 Financial Incentives — U.S. Programs Annual Volume Incentive J.P. Morgan will pay the Organization a rebate based on the annual Total Charge Volume associated with all programs achieved according to the following schedule. The rebate will be calculated as the Volume Rebate Rate (as determined according to the following schedule) multiplied by the annual Net Charge Volume associated with all programs, subject to the rebate adjustments below.  The rebate applied to Charge Volume will be determined by the specific contracted settlement terms of each individual program's Charge Volume. Combined U.S. Purchasing Card and U.S. Single-Use Account Programs Annual Total Charge Volume Volume Rebate Rate @ 7/7 Volume Rebate Rate @ 14/7 Volume Rebate Rate @ 30/1 Volume Rebate Rate @ 30/7 Volume Rebate Rate @ 30/14 $1,000,000 1.55% 1.53% 1.52% 1.49% 1.46% $4,000,000 1.67% 1.65% 1.64% 1.61% 1.58% $7,000,000 1.73% 1.71% 1.70% 1.67% 1.64% $10,000,000 1.77% 1.75% 1.74% 1.71% 1.68% $15,000,000 1.81% 1.79% 1.78% 1.75% 1.72% $20,000,000 1.83% 1.81% 1.80% 1.77% 1.74% $25,000,000 1.85% 1.83% 1.82% 1.79% 1.76% $30,000,000 1.86% 1.84% 1.83% 1.80% 1.77% $35,000,000 1.89% 1.87% 1.86% 1.83% 1.80% $40,000,000 1.90% 1.88% 1.87% 1.84% 1.81% $45,000,000 1.91% 1.89% 1.88% 1.85% 1.82% $50,000,000 1.92% 1.90% 1.89% 1.86% 1.83% $75,000,000 1.94% 1.92% 1.91% 1.88% 1.85% $100,000,000+ 1.97% 1.95% 1.94% 1.91% 1.88% FINANCIAL PROPOSAL 5 Annual Large Ticket Volume Incentive Should the Organization achieve the minimum annual Total Charge Volume required to earn an annual Volume Incentive as stated above, J.P. Morgan will pay the Organization a rebate based on annual Large Ticket Transaction Volume associated with all programs. The rebate will be calculated as the Large Ticket Rebate Rate (as determined according to the following schedule) multiplied by the annual Large Ticket Transaction Volume associated with all programs File Turn Adjustment 30 & 14 program Programs with Settlement Terms of 30 & 14 will have an Average File Turn of 29 if the Organization spends ratably throughout each cycle. The Average File Turn Adjustment for the Organization’s Program(s) with Settlement Terms of 30 & 14 is calculated by determining the difference between the Organization’s actual Average File Turn for such Program(s) and 29. If the Organization’s actual Average File Turn for such Program(s) is less than 29, the Volume Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050% for each whole number less than 29. If the Average File Turn for such Program(s) is greater than 29, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 29 but less than 46. File Turn Adjustment 30 & 7 program Programs with Settlement Terms of 30 & 7 will have an Average File Turn of 22 if the Organization spends ratably throughout each cycle. The Average File Turn Adjustment for the Organization’s Program(s) with Settlement Terms of 30 & 7 is calculated by determining the difference between the Organization’s actual Average File Turn for such Program(s) and 22. If the Organization’s actual Average File Turn for such Program(s) is less than 22, the Volume Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050% for each whole number less than 22. If the Average File Turn for such Program(s) is greater than 22, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 22 but less than 46. File Turn Adjustment 30 & 1 program Programs with Settlement Terms of 30 & 1 will have an Average File Turn of 16 if the Organization spends ratably throughout each cycle. The Average File Turn Adjustment for the Organization’s Program(s) with Settlement Terms of 30 & 1 is calculated by determining the difference between the Organization’s actual Average File Turn for such Program(s) and 16. If the Organization’s actual Average File Turn for such Program(s) is less than 16, the Volume Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050% for each whole number less than 16. If the Average File Turn for such Program(s) is greater than 16, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 16 but less than 46. File Turn Adjustment 14 & 7 program Programs with Settlement Terms of 14 & 7 will have an Average File Turn of 14 if the Organization spends ratably throughout each cycle. The Average File Turn Adjustment for the Organization’s Program(s) with Settlement Terms of 14 & 7 is calculated by determining the difference between the Organization’s actual Average File Turn for such Program(s) and 14. If the Organization’s actual Average File Turn for such Program(s) is less than 14, the Volume Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050% for each whole number less than 14. If the Average File Turn for such Program(s) is greater than 14, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 14 but less than 46. Combined U.S. Purchasing Card and U.S. Single-Use Account Programs Large Ticket Volume Rebate Rate @ 7/7 Large Ticket Volume Rebate Rate @ 14/7 Large Ticket Volume Rebate Rate @ 30/1 Large Ticket Volume Rebate Rate @ 30/7 Large Ticket Volume Rebate Rate @ 30/14 Large Ticket Rebate 0.59% 0.57% 0.56% 0.53% 0.50% FINANCIAL PROPOSAL 6 File Turn Adjustment 7 & 7 program Programs with Settlement Terms of 7 & 7 will have an Average File Turn of 10 if the Organization spends ratably throughout each cycle. The Average File Turn Adjustment for the Organization’s Program(s) with Settlement Terms of 7 & 7 is calculated by determining the difference between the Organization’s actual Average File Turn for such Program(s) and 10. If the Organization’s actual Average File Turn for such Program(s) is less than 10, the Volume Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050% for each whole number less than 10. If the Average File Turn for such Program(s) is greater than 10, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 10 but less than 46. Terms and Conditions  J.P. Morgan may adjust pricing if the U.S. Purchasing Card program or U.S. Single-Use Account program performance decreases by more than 20%. The U.S. Purchasing Card program assumes $16,667 in average annual spend per card. The U.S. Single-Use Account program assumes an average annual transaction size of $1,500.  The U.S. Purchasing Card program will be on a Visa platform, the U.S. Single-Use Account program will be on a MasterCard platform.  This offer will be effective at time of contract signing.  Credit losses and any redemption expenses exceeding the redemption pool will be deducted from all rebates. In cases where rebates earned are insufficient to cover these deductions, the Organization will be invoiced for the difference.  The Organization shall not be liable for fraudulent transactions provided the Organization operates its program in accordance with J.P. Morgan’s fraud reduction requirements (i.e., block required high risk MCCs, maintain reasonable security precautions and controls regarding accounts and transaction info, and comply with other requirements as J.P. Morgan may reasonably require from time to time).  To qualify for rebates, the Organization must be current at the time of rebate calculation/payment, have an Average File Turn less than 46, and not be in default under the contract. Rebates will be calculated annually in arrears and paid in the first quarter for the previous contract year, and will be paid by wire transfer to an account designated by the Organization.  In the event that the association lowers its interchange rates, J.P. Morgan reserves the right to adjust rebates accordingly.  All clients are subject to prior credit approval before a firm commitment will be issued from J.P. Morgan. FINANCIAL PROPOSAL 7 UNITED STATES The following are the fees associated with U.S. Purchasing Card and U.S. Single-Use Account programs: STANDARD SERVICES AND FEES Late payment charge Central bill: 1% of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter International transaction 1.5% of the US Dollar amount charged Rush card $25 per card if processed through J.P. Morgan. Standard card $0.00 ADDITIONAL SERVICES AND FEES Cash advances 2.5% of amount advanced ($2.50 minimum with no maximum) Convenience check 2% of check amount ($1.50 minimum with no maximum) If the Organization requests services not listed in this table, the Organization agrees to pay the fees associated with such services. Department of State /Division of Corporations /Search Records /Detail By Document Number / Document Number FEI/EIN Number Date Filed State Status Detail by Entity Name Designation of Agent JPMORGAN CHASE BANK, N.A. Filing Information Q17000000040 13-4994650 04/03/2017 OH ACTIVE Principal Address 111 POLARIS PKWY COLUMBUS, OH 43240 Mailing Address 111 POLARIS PKWY COLUMBUS, OH 43240 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 S PINE ISLAND RD PLANTATION, FL 33324 Officer/Director Detail NONE Annual Reports No Annual Reports Filed Document Images 04/03/2017 -- Designation of Agent View image in PDF format Florida Department of State, Division of Corporations DIVISION OF CORPORATIONSFlorida Department of State Page 1 of 1Detail by Entity Name 1/18/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... Page 1 of 8 MASTER COMMERCIAL CARD AGREEMENT Version 2.1 This Master Commercial Card Agreement, which is comprised of 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 ________, 20__ (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 ________ (“Client”) who executes this Master Agreement and/or one or more 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. Access Code means the user identification code and password assigned to Authorized Users. 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 securities 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, directives, circulars, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self-regulatory organization such as the European Union, that apply to a Party’s obligations under the Master Agreement. Authorized Approver or Authorized Signer means an individual(s) designated by Client to have authority over the Program. Authorized User means an individual designated by Client to access Account and Transaction data and reports. 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 bearing a card number and accounts and card numbers with no associated plastic card, which includes Single-Use 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 or 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. 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. Effective Date means the date indicated as such on the introductory paragraph. Fraudulent Transactions means transactions made on a Card 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 are 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. Page 2 of 8 Program means the commercial card 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. Program Administrator means an individual or individuals authorized by Client to perform administrative and security functions in connection with the Program and System. Single-Use Account means a one-time virtual card number generated for a single transaction. Systems means the systems through which Client can access Account and Transaction data and reports. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest). Tax Deduction means a deduction or withholding for or on account of Tax from a payment under the Master Agreement. Transaction means a purchase, a cash advance, fees, charges or any other activity charged to an Account in respect of a Card. 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 authorized representatives of Client who are 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 Program. 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 defences 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 ”). D. Supplier Recruitment. Supplier recruitment is an optional recruitment campaign comprising of certain services provided by Bank (such services collectively, “Supplier Recruitment”) in connection with certain products. Should Client request Supplier Recruitment services, Client shall be deemed to have accepted and agreed to the following terms of use: i. Client will complete Supplier Campaign Questionnaire/Form provided by Bank; ii. Client will commit to having internal resources available to address weekly recruitment needs; iii. Client will provide, to the extent commercially reasonable, complete and accurate supplier information including, but not limited to, supplier name, remittance address, contact name, phone number, and email addresses. iv. Should Client not have complete and accurate Supplier contact information, the Bank will offer “Supplier Data Enrichment”, a recruitment service utilizing internal and external data sources to obtain supplier contact information for the purpose of Supplier Recruitment. Bank will use commercially reasonable efforts to enrich supplier data provided by client via the Supplier Data Enrichment process. Client is solely responsible for validating Bank obtained supplier contact information during the recruitment process and prior to issuing payment to that supplier. Client acknowledges that supplier contact information is deemed to be accurate once payment has been requested. v. Bank reserves the right to refuse or discontinue Supplier Recruitment and/or Data Enrichment services at any time. vi. Furthermore, except to the extent that such Claims (as hereinafter defined) arise from the negligent or wrongful actions of the Bank or its Affiliates, Client, on its behalf and on behalf of each of its Affiliates: (a) releases and forever discharges Bank and each of its Affiliates from any and all past, present and future claims, losses, liabilities, obligations, expenses, attorney or other fees, suits, debts, liens, contracts, agreements, promises, demands and damages, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent (collectively, “Claims”) that Client or any of its and each of its Affiliates ever had, now has, or hereafter may have against Bank and each of its Affiliates, arising out of or related to, Supplier Recruitment and Supplier Data Enrichment, and (b) agrees to reimburse Bank and each of its Affiliates for any direct damages Bank incurs related to all Claims arising under clause (a) from Client suppliers. 3. Obligations of Client In connection with the Program, Client shall: Page 3 of 8 A. Submit Card Requests in the form and via the method required by Bank. Client shall not give, nor cause or permit to be given, any Card to a Cardholder before the Cardholder application process defined by Bank is completed. B. Notify each Cardholder at the earliest opportunity: (i) 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 provide Transaction and Account information to third Parties at Client’s request. C. 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 required; and (v) to the extent that Cardholder Agreements and Cardholder documentation are provided, cause Cardholders to comply with the Cardholder Agreements and Cardholder documentation. D. If not previously provided by Bank, provide to each actual and prospective Cardholder, in accordance with Bank's instructions, Cardholder documentation supplied by Bank. E. 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 or suspects has been lost, stolen, misappropriated, improperly used or compromised. 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: a. Client must block required high risk merchant category codes (“MCC’s”) 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 commercially reasonable efforts to assist in obtaining reimbursement from a merchant. Client or, 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. I. 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 require, 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 hundred and twenty (120) days of the first billing in respect of the relevant Transaction. K. Unless otherwise provided to Bank, provide 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. Page 4 of 8 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 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. B. Bank may at any time: (i) increase or decrease any Credit Limit or the Cardholder Credit Limit or 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 require the provision of security or 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. 5. System Access A. Bank shall provide Client with password-protected access to Systems through use of an Access Code. Bank shall assign an initial Access Code to the Program Administrator who shall create and disseminate Access Codes to Authorized Users. B. Client shall adhere to security procedures, terms and conditions provided by Bank regarding the System as set forth herein. Client agrees that any access, Transaction or business conducted using an Access Code 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 instructions and messages which are issued with Access Codes, without making any further verification or inquiry. D. Bank is authorized to rely upon any written instruction that designates an Authorized Signer until the authority of any such Authorized Signer is revoked by Client by written instruction to Bank, and Bank has reasonable opportunity to act on such instruction. E. From time to time, Bank may suspend the System when Bank considers it necessary 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. 6. Representations and Warranties 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 party, (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 organizational action of such Party 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 commercially reasonable efforts to ensure that such applicants to whom it requests Bank to issue Cards to and whom Client authorizes to use the Cards/Accounts are not identified on a prohibited government sanctions list, are not located or resident in a sanctioned country, or otherwise subject to a sanctions program 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 person residing in a sanctioned jurisdiction or where the Cardholder’s name, or the name of an individual authorized to use a Card/Account, appears 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. 7. 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 Bank regardless of the method(s) by which Client elects to receive invoice information from Bank (e.g., in electronic form, mappers or 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 or access to such electronic periodic statements. 8. Term and Termination A. This Master Agreement shall commence as of the Effective Date and continue in full force and effect for a period of [________ (__) years unless otherwise terminated in accordance with the terms of this Section 8. Thereafter this Master Agreement shall automatically renew for successive one-year terms unless earlier terminated as set forth herein. B. Either Party may terminate this Master Agreement for any or no reason upon sixty (60) days prior written notice to the other Party. Page 5 of 8 C. 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 notice of the breach from the non-breaching Party. D. In addition, Bank may immediately (a) terminate this Master Agreement, (b) terminate one or more services provided for in this Master Agreement, and/or (c) terminate one or more Cards upon the occurrence of one or 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 or its parent, subsidiary or affiliate in the payment of any debt owed to Bank or a Bank-related entity under 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 prove to be inaccurate, false or misleading in any material respect when made. E. This Master Agreement shall terminate immediately upon the termination of all Accounts issued pursuant to this Master Agreement. F. 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 or deduction. G. In the event of termination of the Master Agreement for any reason other than by Bank in accordance with Section 8.C or 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. H. Upon termination of this Master Agreement for any reason, Client shall promptly destroy all physical Cards furnished to Cardholders. I. Client (upon notice to Bank) may suspend or terminate any Account or any Card under any Account at any time and for any reason. J. Sections 3, 4, 5, 6, 8.D, 9, 10, and 11 of this Master Agreement shall survive the termination of the Master Agreement or any Local Schedule 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. 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 under this Master Agreement, (B) is or becomes lawfully obtainable from other sources who are 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 Party’s confidential information; (E) is in an aggregate form non-attributable to the disclosing Party; (F) is required to be disclosed to, or 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 relevant 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 Cardholder 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 (and 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 in connection with Bank's provision of Program services; provided, that the service providers comply with the terms of 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. If any provision of this Master Agreement is found by an arbitrator or court of competent jurisdiction to be unenforceable, such provision 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 Parties 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 or implied right or obligations of, or commitment to, any third party without the prior written consent of Bank. Page 6 of 8 D. In the regular course of business, Bank may monitor, record and retain telephone conversations made or initiated to or by Bank from or to Client or Cardholders. E. 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. F. This Master Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous 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. G. This Master Agreement may be signed in one or more counterparts, each of which shall be an original, 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. H. 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. I. 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. J. 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. K. Any disputes between the Parties hereto concerning this Master Agreement shall be governed by and construed in accordance with the laws of the State of New York 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. L. 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). M. 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 shall be sent to the address set forth below or such other address as specified in a written form from one Party to the other. To Bank: JPMorgan Chase Bank, N.A. 10 S. Dearborn Street Mail Code IL1-0286 Chicago, IL 60603-2300 UNITED STATES Attn: Commercial Card Legal To Client: [________ [________ [________ Attn: [________ N. If any credit arises on an Account in respect of a Card (for example as a result of a duplicate payment, merchant 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. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE Page 7 of 8 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 records of Client, and (c) are now in full force and effect. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above. CLIENT By ______________________________ Name ______________________________ Title ______________________________ Note: The legal name of any member, managing member or general partner who is signing but is not an individual person must appear in the signature block. Client Attestation: The undersigned officer, member, manager, director, managing partner, or 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 authorizations described above. By ______________________________ Name ______________________________ Title ______________________________ Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client. Page 8 of 8 LOCAL SCHEDULE FOR THE UNITED STATES This Local Schedule for the United States (“U.S. Schedule”) sets forth the terms and conditions that will apply to Bank’s establishment of Accounts in the name of Client and/or one or more Client Affiliates and issuance of Cards to its and their respective employees and authorized representatives in the United States. This U.S. Schedule is made a part of and incorporated into the Master Terms as though fully set forth therein. If a provision of this U.S. Schedule conflicts with the Master Terms, the provision of this U.S. Schedule will prevail. I. Overview Bank shall issue Cards under the Program in the United States (“U.S. Program”) in United States Dollars, and Client may participate in the U.S. Program subject to the terms of this U.S. Schedule. II. Definitions Capitalized terms used but not defined in this U.S. Schedule will have the meanings given to them in the Master Terms. For purposes of this U.S. Schedule, the following terms shall be defined as set forth below: Business Day means a day on which Bank and Federal Reserve Banks are open for business. International Transaction means any Transaction that is made in a currency other than U.S. dollars or is made in U.S. dollars outside of the United States of America. III. Certain Additional Terms Client represents and warrants that the Cards and Accounts to be issued and established under this U.S. Schedule are substitutes for accepted cards and accounts, or will be sought and issued only in response to written requests or applications for such Cards or Accounts. Client shall retain such applications (paper or electronic) for any Card when such application is not provided to Bank, for a period of twenty-five (25) months after the application has been received and acted upon. IV. Fees and Incentives The fees and charges and incentives (if any) related to this U.S. Schedule are set forth on Exhibit 1 to the Master Terms. V. Notices All notices and other communications required or permitted to be given under this U.S. Schedule shall be in writing, except as otherwise provided herein, and shall be effective on the date on which such notice is received by the Party to which it is addressed. All notices shall be sent to the address set forth below or such other address as specified in a written form from one Party to the other. To Bank: JPMorgan Chase Bank, N.A. 10 S. Dearborn Street Mail Code IL1-0286 Chicago, IL 60603-2300 UNITED STATES Attn: Commercial Card Legal To Client: [________ [________ [________ Attn: [________ VI. International Transactions and Fees If an International Transaction is made in a currency other than U.S. dollars, the applicable Network will convert the Transaction into U.S. dollars using its respective currency conversion procedures. The exchange rate each Network uses to convert currency is a rate that it selects either from the range of rates available in the wholesale currency markets for the applicable processing date (which rate may vary from the rate the respective entity itself receives), or the government-mandated rate in effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the rate on the date when the International Transaction occurred or when the Card was used. Bank reserves the right to charge an International Transaction Fee, as specified herein. The International Transaction fee will be calculated on the U.S. dollar amount provided to Bank by the Network. VII. Governing Law This U.S. Schedule and any matters arising out of or in relation to this U.S. Schedule shall be governed by and construed in accordance with the laws of the State of New York without reference to the principles of conflicts of that State. Page 1 of 3 LOCAL SCHEDULE FOR CANADA This Local Schedule for Canada (“Canada Schedule”) sets forth the terms and conditions that will apply to Bank’s establishment of Accounts in the name of Client and/or one or more of Client Affiliates and issuance of Cards to its and their respective employees and authorized representatives in Canada. This Canada Schedule is made a part of and incorporated into the Master Terms as though fully set forth therein. If a provision of this Canada Schedule conflicts with the Master Terms, the provision of this Canada Schedule will prevail. I. Overview Bank shall issue Cards under the Program in Canada (“Canada Program”) in Canadian Dollars, and Client may participate in the Canada Program subject to the terms of this Canada Schedule. II. Definitions Capitalized terms not otherwise defined in this Canada Schedule have the same defined meanings as set forth in the Master Agreement. For purposes of this Canada Schedule, the following terms shall have the following meanings: Business Day means a day other than a Saturday, Sunday or legal holiday on which Bank is open for business in Toronto, Ontario. International Transaction means any Transaction that is made in a currency other than Canadian dollars or is made in Canadian dollars outside of Canada. Schedule of Fees means a list of the fees and finance charges that may be charged to the Accounts. III. Additional Client Obligations In connection with the Program, Client: (A) shall initially provide Bank with a Card Request for the number of Cards it desires in connection with the Program; (B) confirms that it has obtained and shall obtain the written consent of any existing or proposed Cardholder to permit Bank to investigate the identity of said Cardholder by obtaining, verifying, recording, using and potentially disclosing personal identifying information and, if reasonably necessary, obtain such information from third Parties; (C) shall co-operate with Bank in all efforts to obtain and verify any personal information in respect of Cardholders required by applicable law and take all such action and provide all such information and documents as may be reasonably requested by Bank to comply with any legislation, guidance or regulation applicable to Bank. IV. Fees and Incentives The fees and charges and incentives (if any) related to this Canada Schedule are set forth on Exhibit 1 to the Master Terms. V. Notices All notices and other communications required or permitted to be given under this Canada Schedule shall be in writing except as otherwise provided herein, and shall be effective on the date on which such notice is received by the Party to which it is addressed. Notices so given shall be deemed accepted upon the earlier of (i) actual receipt by the Party to which notice is given, or (ii) on the fifth (5th) day following mailing. All notices shall be sent to the address set forth below or such other address as specified in a written form from one Party to the other. To Bank: J.P. Morgan Chase Bank N.A., Toronto Branch Suite 4500, TD Bank Tower 66 Wellington Street West Toronto, ON M5K 1E7 Canada Attention: Commercial Card Product Manager To Client: [________ [________ [________ Attn: [________ VI. Service Providers Client acknowledges that Bank outsources various services it provides in connection with the Accounts and the Cards to Affiliates and other service providers outside of Canada. As such, Client acknowledges that personal information (including personal information of Cardholders) may be processed outside of Canada and accordingly, subject to the legal requirements applicable in such foreign jurisdictions. Bank’s ability to offer credit and perform its obligations in respect of the Cards and the Accounts will depend on the ability of its Affiliates and service providers to perform the services in respect of the Cards and the Accounts which will, in turn, be subject to the laws of the foreign jurisdictions where those Affiliates or service providers are located. SAMPLE Page 2 of 3 VII. Privacy Each of Client and Bank agrees to manage all personally identifiable information in accordance with the Personal Information Protection and Electronic Documents Act (Canada). Client agrees to cooperate with Bank and to execute additional documentation and/or implement processes in relation to obtaining consents from its Employees in order to comply with the previous sentence. VIII. Usury Laws If any provision of this Canada Schedule would oblige Client to make any payment of interest or other amount payable to Bank in an amount or calculated at a rate prohibited by law or would result in a receipt by Bank of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by Bank of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (A) firstly, by reducing the amount or rate of interest required to be paid to Bank under this Local Schedule; and (B) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to Bank that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive awards paid to Client. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if Bank receives an amount in excess of the maximum permitted by the foregoing, then Client shall be entitled, by notice in writing to Bank, to obtain reimbursement from Bank in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by Bank to Client. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with Canadian generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Canada Schedule on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time. IX. International Transactions and Fees If an International Transaction is made in a currency other than Canadian dollars, the Network will convert the Transaction into Canadian dollars using its currency conversion procedures. The exchange rate the Network uses to convert currency is a rate that it selects either from the range of rates available in the wholesale currency markets for the applicable processing date (which rate may vary from the rate the Network receives), or the government-mandated rate, if any, in effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the rate on the date when the International Transaction occurred or when the Card was used. Bank will charge an International Transaction Fee as disclosed in the fee schedule attached hereto. The International Transaction Fee will be calculated on the Canadian dollar amount provided by the Network. The same process and charges may apply if any International Transaction is reversed. The exchange rate used by the Network may not be reflective of the exchange rate available to Client elsewhere. X. Complaints In the event that Client wishes to register a complaint regarding Bank or the Program, the following escalation process shall apply: A. Client should contact its relationship manager or other Bank contact for the Program, as applicable. B. If after speaking with the relationship manager or other Bank contact for the Program, as applicable, Client believes its concern remains unresolved, Client may contact Bank’s Ombudsman at the following address: JPMC Ombudsman Office Attention: Deputy Ombudsman JPMorgan Chase Bank, N.A. 2220 Walkley Rd, Floor 1 Ottawa, On K1G 5L2 Fax: 1-877-919-3589 C. If Bank’s Ombudsman is unable to resolve the concern to the satisfaction of Client within 90 days of raising the complaint with Bank’s Ombudsman, Client has the right to refer its complaint to: The Ombudsman for Banking Services and Investments 401 Bay Street Suite 1505, P.O. Box 5 Toronto, Ontario M5H 2Y4 Toll free telephone: 1-888-451-4519 Toll free fax: 1-888-422-2865 Toronto area telephone: 416-287-2877 Toronto area fax: 416-225-4722 E-mail: ombudsman@obsi.ca Website: www.obsi.ca D. If Client has a complaint regarding Bank, it may in addition file a written complaint with: The Financial Consumer Agency of Canada 6th Floor, Enterprise Building 427 Laurier Avenue West Ottawa, ON K1R 1B9 Website: http://www.fcac-acfc.gc.ca/eng/ SAMPLE Page 3 of 3 XI. English Language Bank and Client have expressly requested that this Canada Schedule and all related documents, including the Terms and notices, be drawn up in the English language. Le Banque et le titulaire ont expressement demandes que ce contrat et tout documents y afferent, y compris tout avis, soient rediges dans la lange anglaise. XII. Governing Law This Canada Schedule and any non-contractual obligations or matters arising out of or in relation to this Canada Schedule shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable in the Province of Ontario. XIII. Taxes Any amount payable under this Canadian Schedule by Client is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, Client shall pay to Bank (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax. SAMPLE Form 2: Vendor Check List IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and return with your Proposal. Solicitation: #18-7263 Purchasing Card Services Vendor should check off each of the following items as the necessary action is completed:  The Bid Submittal has been signed.  All applicable forms have been signed and included, along with licenses to complete the requirements of the project.  Any addenda have been signed and included. ALL SUBMITTALS MUST HAVE THE ITB NUMBER AND TITLE Name of Firm: __JPMorgan Chase Bank, N.A._________ Address: __1450 Brickell Ave., 33rd Floor_________________ City, State, Zip: ___Miami, FL 33131______________ Telephone: ____(305) 579-9320_________________ Email: _____ralph.hildevert@jpmorgan.com___________ Representative Signature: Representative Name: _____Ralph Hildevert________ Date __January 18, 2018___ Form 3: Conflict of Interest Affidavit The Vendor certifies that, to the best of its knowledge and belief, the past and current work on any Collier County project affiliated with: Solicitation #18-7263 Purchasing Card Services does not pose an organizational conflict as described by one of the three categories below: Biased ground rules – The firm has not set the “ground rules” for affiliated past or current Collier County project identified above (e.g., writing a procurement’s statement of work, specifications, or performing systems engineering and technical direction for the procurement) which appears to skew the competition in favor of my firm. Impaired objectivity – The firm has not performed work on an affiliated past or current Collier County project identified above to evaluate proposals / past performance of itself or a competitor, which calls into question the contractor’s ability to render impartial advice to the government. Unequal access to information – The firm has not had access to nonpublic information as part of its performance of a Collier County project identified above which may have provided the contractor (or an affiliate) with an unfair competitive advantage in current or future solicitations and contracts. In addition to this signed affidavit, the contractor / vendor must provide the following: 1. All documents produced as a result of the work completed in the past or currently being worked on for the above mentioned project; and, 2. Indicate if the information produced was obtained as a matter of public record (in the “sunshine”) or through non-public (not in the “sunshine”) conversation (s), meeting(s), document(s) and/or other means. Failure to disclose all material or having an organizational conflict in one or more of the three categories above be identified, may result in the disqualification for future solicitations affiliated with the above referenced project(s). By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the project identified above has been fully disclosed and does not pose an organizational conflict. Firm: _______JPMorgan Chase Bank, N.A._____________________________________________ Signature and Date:_________January 18, 2018______________ Print Name: __Ralph Hildevert______________________________________ Title of Signatory: __Authorized Signer___________________________________ Company ID Number: 41837 Client Company ID Number: 652762 Page 1 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify THE E-VERIFY PROGRAM FOR EMPLOYMENT VERIFICATION MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS USING A E-VERIFY EMPLOYER AGENT AR TICLE I PURPOSE AND AUTHORITY This Memorandum of Understanding (MOU) sets forth the points of agreement between the Department of Homeland Security (DHS), JPMorgan Chase & Co.(Employer), and CARCO Group Inc. (E-Verify Employer Agent) regarding the Employer's and E-Verify Employer Agent’s participation in the Employment Eligibility Verification Program (E-Verify). This MOU explains certain features of the E-Verify program and enumerates specific responsibilities of DHS, the Social Security Administration (SSA), the Employer, and the E-Verify Employer Agent. References to the Employer include the E-Verify Employer Agent when acting on behalf of the Employer. E-Verify is a program that electronically confirms an employee’s eligibility to work in the United States after completion of the Employment Eligibility Verification Form (Form I-9). For covered government contractors, E-Verify is used to verify the employment eligibility of all newly hired employees and all existing employees assigned to Federal contracts or to verify the entire workforce if the contractor so chooses. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104-208, 110 Stat. 3009, as amended (8 U.S.C. § 1324a note). Authority for use of the E-Verify program by Federal contractors and subcontractors covered by the terms of Subpart 22.18, “Employment Eligibility Verification”, of the Federal Acquisition Regulation (FAR) (hereinafter referred to in this MOU as a “Federal contractor with the FAR E-Verify clause”) to verify the employment eligibility of certain employees working on Federal contracts is also found in Subpart 22.18 and in Executive Order 12989, as amended. ARTICLE II FUNCTIONS TO BE PERFORMED A. RESPONSIBILITIES OF SSA 1. SSA agrees to provide the Employer (through the E-Verify Employer Agent) with available information that will allow the Employer to confirm the accuracy of Social Security Numbers provided by all employees verified under this MOU and the employment authorization of U.S. citizens. 2. SSA agrees to provide the Employer and E-Verify Employer Agent appropriate assistance with operational problems that may arise during the Employer's participation in E-Verify. SSA agrees to provide the E-Verify Employer Agent with names, titles, addresses, and telephone numbers of SSA representatives to be contacted during the E-Verify process. Company ID Number: 41837 Client Company ID Number: 652762 Page 2 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify 3. SSA agrees to safeguard the information provided by the Employer through the E-Verify program procedures, and to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security Numbers and for evaluation of E-Verify or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 4. SSA agrees to provide a means of automated verification that is designed (in conjunction with DHS's automated system if necessary) to provide confirmation or tentative nonconfirmation of U.S. citizens’ employment eligibility within 3 Federal Government work days of the initial inquiry. 5. SSA agrees to provide a means of secondary verification (including updating SSA records as may be necessary) for employees who contest SSA tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of U.S. citizens' employment eligibility and accuracy of SSA records for both citizens and non-citizens within 10 Federal Government work days of the date of referral to SSA, unless SSA determines that more than 10 days may be necessary. In such cases, SSA will provide additional verification instructions. B. RESPONSIBILITIES OF DHS 1.After SSA verifies the accuracy of SSA records for employees through E-Verify, DHS agrees to provide the Employer (through the E-Verify Employer Agent) access to selected data from DHS's database to enable the Employer (through the E-Verify Employer Agent) to conduct, to the extent authorized by this MOU: • Automated verification checks on employees by electronic means, and • Photo verification checks (when available) on employees. 2.DHS agrees to provide to the Employer and E-Verify Employer Agent appropriate assistance with operational problems that may arise during the Employer’s participation in E-Verify. DHS agrees to provide the E-Verify Employer Agent names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3.DHS agrees to make available to the Employer (through the E-Verify Employer Agent), at the E-Verify Web site and on the E-Verify W eb browser, instructional materials on E- Verify policies, procedures and requirements for both SSA and DHS, including restrictions on the use of E-Verify. DHS agrees to provide training materials on E-Verify. 4.DHS agrees to provide to the Employer (through the E-Verify Employer Agent) a notice, which indicates the Employer’s participation in the E-Verify program. DHS also agrees to provide to the Employer (through the E-Verify Employer Agent) anti-discrimination Company ID Number: 41837 Client Company ID Number: 652762 Page 3 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify notices issued by the Office of Special Counsel for Immigration-Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice. 5.DHS agrees to issue the E-Verify Employer Agent a user identification number and password that will be used exclusively by the E-Verify Employer Agent, on behalf of the Employer, to verify information provided by employees with DHS’s databases. 6.DHS agrees to safeguard the information provided to DHS by the Employer (through the E-Verify Employer Agent), and to limit access to such information to individuals responsible for the verification of employees’ employment eligibility and for evaluation of the E-Verify program, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security Numbers and employment eligibility, to enforce the Immigration and Nationality Act (INA) and Federal criminal laws, and to administer Federal contracting requirements. 7.DHS agrees to provide a means of automated verification that is designed (in conjunction with SSA verification procedures) to provide confirmation or tentative nonconfirmation of employees' employment eligibility within 3 Federal Government workdays of the initial inquiry. 8.DHS agrees to provide a means of secondary verification (including updating DHS records as may be necessary) for employees who contest DHS tentative nonconfirmations and photo non-match tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, DHS will provide additional verification instructions. C. RESPONSIBILITIES OF THE EMPLOYER 1.The Employer agrees to display the notices supplied by DHS (through the E-Verify Employer Agent) in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system. 2.The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted regarding E-Verify. 3.The Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. The Employer will obtain the E-Verify User Manual from the E-Verify Employer Agent. 4.The Employer agrees to comply with current Form I-9 procedures, with two exceptions: If an employee presents a "List B" identity document, the Employer agrees to only accept "List B" documents that contain a photo. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form I-9 process to establish Company ID Number: 41837 Client Company ID Number: 652762 Page 4 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify identity.) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 1-888-464-4218. If an employee presents a DHS Form I-551 (Permanent Resident Card) or Form I- 766 (Employment Authorization Document) to complete the Form I-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee’s Form I-9. The photocopy must be of sufficient quality to allow for verification of the photo and written information. The employer will use the photocopy to verify the photo and to assist DHS with its review of photo non-matches that are contested by employees. Note that employees retain the right to present any List A, or List B and List C, documentation to complete the Form I-9. DHS may in the future designate other documents that activate the photo screening tool. 5.The Employer understands that participation in E-Verify does not exempt the Employer from the responsibility to complete, retain, and make available for inspection Forms I-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274B of the INA with respect to Form I-9 procedures, except for the following modified requirements applicable by reason of the Employer's participation in E-Verify: (1) identity documents must have photos, as described in paragraph 4 above; (2) a rebuttable presumption is established that the Employer has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of any individual if it obtains confirmation of the identity and employment eligibility of the individual in good faith compliance with the terms and conditions of E-Verify; (3) the Employer must notify DHS if it continues to employ any employee after receiving a final nonconfirmation, and is subject to a civil money penalty between $550 and $1,100 for each failure to notify DHS of continued employment following a final nonconfirmation; (4) the Employer is subject to a rebuttable presumption that it has knowingly employed an unauthorized alien in violation of section 274A(a)(1)(A) if the Employer continues to employ an employee after receiving a final nonconfirmation; and (5) no person or entity participating in E-Verify is civilly or criminally liable under any law for any action taken in good faith based on information provided through the confirmation system. DHS reserves the right to conduct Form I-9 and E-Verify system compliance inspections during the course of E- Verify, as well as to conduct any other enforcement activity authorized by law. 6.The Employer agrees to initiate E-Verify verification procedures (through the E-Verify Employer Agent), for new employees within 3 Employer business days after each employee has been hired (but after both sections 1 and 2 of the Form I-9 have been completed), and to complete as many (but only as many) steps of the E-Verify process as are necessary according to the E-Verify User Manual, or in the case of Federal contractors with the FAR E-Verify clause, the E-Verify User Manual for Federal Contractors. The Employer is prohibited from initiating verification procedures before the employee has been hired and the Form I-9 completed. If the automated system to be queried is temporarily unavailable, the 3-day time period is extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. Employers may initiate verification, through the E-Verify Employer Agent, by notating the Form I-9 in circumstances where the Company ID Number: 41837 Client Company ID Number: 652762 Page 5 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify employee has applied for a Social Security Number (SSN) from the SSA and is waiting to receive the SSN, provided that the Employer (through the E-Verify Employer Agent) performs an E-Verify employment verification query using the employee’s SSN as soon as the SSN becomes available. 7.The Employer agrees not to use E-Verify procedures for pre-employment screening of job applicants, in support of any unlawful employment practice, or for any other use not authorized by this MOU. Employers must use E-Verify (through its E-Verify Employer Agent) for all new employees, unless an Employer is a Federal contractor that qualifies for the exceptions described in Article II.D.1.c. Except as provided in Article II.D, the Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. The Employer understands that if the Employer uses the E- Verify system for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its access to SSA and DHS information pursuant to this MOU. 8.The Employer (through its E-Verify Employer Agent) agrees to follow appropriate procedures (see Article III. below) regarding tentative nonconfirmations, including notifying employees in private of the finding and providing them written notice of the findings, providing written referral instructions to employees, allowing employees to contest the finding, and not taking adverse action against employees if they choose to contest the finding. Further, when employees contest a tentative nonconfirmation based upon a photo non-match, the Employer is required to take affirmative steps (see Article III.B. below) to contact DHS with information necessary to resolve the challenge. 9.The Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(l)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the need for additional time for the government to resolve a case), or the finding of a photo non- match, does not establish, and should not be interpreted as evidence, that the employee is not work authorized. In any of the cases listed above, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee’s perceived employment eligibility status (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work in poorer conditions, refusing to assign the employee to a Federal contract or other assignment, or otherwise subjecting an employee to any assumption that he or she is unauthorized to work, or otherwise mistreating an employee) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo non-match or if a secondary verification is completed and a final nonconfirmation is issued, then the Employer can find the employee is not work authorized and terminate the employee’s employment. Employers or employees with questions about a final Company ID Number: 41837 Client Company ID Number: 652762 Page 6 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify nonconfirmation may call E-Verify at 1-888-464-4218 or OSC at 1-800-255-8155 or 1- 800-237-2515 (TDD). 10.The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274B of the INA, as applicable, by not discriminating unlawfully against any individual in hiring, firing, or recruitment or referral practices because of his or her national origin or, in the case of a protected individual as defined in section 274B(a)(3) of the INA, because of his or her citizenship status. The Employer understands that such illegal practices can include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound “foreign” or have received tentative nonconfirmations. The Employer further understands that any violation of the unfair immigration-related employment practices provisions in section 274B of the INA could subject the Employer to civil penalties, back pay awards, and other sanctions, and violations of Title VII could subject the Employer to back pay awards, compensatory and punitive damages. Violations of either section 274B of the INA or Title VII may also lead to the termination of its participation in E-Verify. If the Employer has any questions relating to the anti-discrimination provision, it should contact OSC at 1-800-255-8155 or 1-800-237-2515 (TDD). 11.The Employer agrees to record the case verification number on the employee's Form I-9 or to print the screen containing the case verification number and attach it to the employee's Form I-9. 12.The Employer agrees that it will use the information it receives from SSA or DHS (through the E-Verify Employer Agent) pursuant to E-Verify and this MOU only to confirm the employment eligibility of employees as authorized by this MOU. The Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords) to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes. 13.The Employer acknowledges that the information which it receives through the E-Verify Employer Agent from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)), and that any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. 14.The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, including by permitting DHS and SSA, upon reasonable notice, to review Forms I-9 and other employment records and to interview it and its employees regarding the Employer’s use of E-Verify, and to respond in a timely and accurate manner to DHS requests for information relating to their participation in E- Verify. Company ID Number: 41837 Client Company ID Number: 652762 Page 7 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify D. RESPONSIBILITIES OF FEDERAL CONTRACTORS WITH THE FAR E-VERIFY CLAUSE 1.The Employer understands that if it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR it must verify the employment eligibility of any existing employee assigned to the contract and all new hires, as discussed in the Supplemental Guide for Federal Contractors. Once an employee has been verified through E-Verify by the Employer, the Employer may not reverify the employee through E-Verify. a.Federal contractors with the FAR E-Verify clause agree to become familiar with and comply with the most recent versions of the E-Verify User Manual for Federal Contractors and the E-Verify Supplemental Guide for Federal Contractors. b.Federal contractors with the FAR E-Verify clause agree to complete a tutorial for Federal contractors with the FAR E-Verify clause. c.Federal contractors with the FAR E-Verify clause not enrolled at the time of contract award: An Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor with the FAR E-Verify clause in E-Verify within 30 calendar days of contract award and, within 90 days of enrollment, begin to use E-Verify to initiate verification of employment eligibility of new hires of the Employer who are working in the United States, whether or not assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within 3 business days after the date of hire. Once enrolled in E-Verify as a Federal contractor with the FAR E-Verify clause, the Employer must initiate verification of employees assigned to the contract within 90 calendar days from the time of enrollment in the system and then selecting which employees will be verified in E-Verify or within 30 days of an employee’s assignment to the contract, whichever date is later. d.Employer that are already enrolled in E-Verify at the time of a contract award but are not enrolled in the system as a Federal contractor with the FAR E-Verify clause: Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E-Verify to initiate verification of employment eligibility for new hires of the Employer who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire. Employers enrolled in E-Verify as other than a Federal contractor with the FAR E-Verify clause, must update E-Verify to indicate that they are a Federal contractor with the FAR E-Verify clause within 30 days after assignment to the contract. If the Employer is enrolled in E-Verify for 90 calendar days or less at the time of contract award, the Employer must, within 90 days of enrollment, begin to use E-Verify to initiate verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within 3 business days Company ID Number: 41837 Client Company ID Number: 652762 Page 8 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify after the date of hire. An Employer enrolled as a Federal contractor with the FAR E-Verify clause in E-Verify must initiate verification of each employee assigned to the contract within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever is later. e.Institutions of higher education, State, local and tribal governments and sureties: Federal contractors with the FAR E-Verify clause that are institutions of higher education (as defined at 20 U.S.C. 1001(a)), State or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors with the FAR E- Verify clause may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. The provisions of Article II, part D, paragraphs 1.a and 1.b of this MOU providing timeframes for initiating employment verification of employees assigned to a contract apply to such institutions of higher education, State, local , tribal governments, and sureties. f.Verification of all employees: Upon enrollment, Employers who are Federal contractors with the FAR E-Verify clause may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only new employees and those existing employees assigned to a covered Federal contract. After enrollment, Employers must elect to do so only in the manner designated by DHS and initiate E-Verify verification of all existing employees within 180 days after the election. g.Form I-9 procedures for existing employees of Federal contractors with the FAR E-Verify clause: Federal contractors with the FAR E-Verify clause (through their E-Verify Employer Agent) may choose to complete new Forms I-9 for all existing employees other than those that are completely exempt from this process. Federal contractors with the FAR E-Verify clause may also update previously completed Forms I-9 to initiate E-Verify verification of existing employees who are not completely exempt as long as that Form I-9 is complete (including the SSN), complies with Article II.C.4, the employee’s work authorization has not expired, and the Employer has reviewed the information reflected in the Form I-9 either in person or in communications with the employee to ensure that the employee’s stated basis in section 1 of the Form I-9 for work authorization has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). If the Employer is unable to determine that the Form I-9 complies with Article II.C.4, if the employee’s basis for work authorization as attested in section 1 has expired or changed, or if the Form I-9 contains no SSN or is otherwise incomplete, the Employer shall complete a new I-9 consistent with Article II.C.4, or update the previous I-9 to provide the necessary information. If section 1 of the Form I-9 is otherwise valid and up-to-date and the form otherwise complies with Article II.C.4, but reflects documentation (such as a U.S. passport or Form I-551) that expired subsequent Company ID Number: 41837 Client Company ID Number: 652762 Page 9 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify to completion of the Form I-9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.C.4, subject to any additional or superseding instructions that may be provided on this subject in the Supplemental Guide for Federal Contractors. Nothing in this section shall be construed to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU, or to authorize verification of any existing employee by any Employer that is not a Federal contractor with the FAR E-Verify clause. 2.The Employer understands that if it is a Federal contractor with the FAR E-Verify clause, its compliance with this MOU is a performance requirement under the terms of the Federal contract or subcontract, and the Employer consents to the release of information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer’s compliance with Federal contracting requirements. E. RESPONSIBILITIES OF THE E-VERIFY EMPLOYER AGENT 1.The E-Verify Employer Agent agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the E-Verify Employer Agent representatives who will be accessing information under E-Verify. 2.The E-Verify Employer Agent agrees to become familiar with and comply with the E- Verify User Manual and provide a copy of the manual to the Employer so that the Employer can become familiar with and comply with E-Verify policy and procedures. 3.The E-Verify Employer Agent agrees that any E-Verify Employer Agent Representative who will perform employment verification queries will complete the E-Verify Tutorial before that individual initiates any queries. a.The E-Verify Employer Agent agrees that all E-Verify Employer Agent representatives will take the refresher tutorials initiated by the E-Verify program as a condition of continued use of E-Verify, including any tutorials for Federal contractors if the Employer is a Federal contractor. b.Failure to complete a refresher tutorial will prevent the E-Verify Employer Agent and Employer from continued use of the program. 4.The E-Verify Employer Agent agrees to obtain the necessary equipment to utilize E- Verify. 5.The E-Verify Employer Agent agrees to provide the Employer with the notices described in Article II.B.4 above. 6.The E-Verify Employer Agent agrees to initiate E-Verify procedures on behalf of the Employer in accordance with the E-Verify Manual and E-Verify Web-Based Tutorial. The E-Verify Employer Agent will query the automated system using information provided by the Employer and will immediately communicate the response back to the Employer. If the automated system to be queried is temporarily unavailable, the 3-day Company ID Number: 41837 Client Company ID Number: 652762 Page 10 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify time period is extended until it is again operational in order to accommodate the E-Verify Employer Agent’s attempting, in good faith, to make inquiries on behalf of the Employer during the period of unavailability. In all cases, the E-Verify Employer Agent will use the SSA verification procedures first, and will use DHS verification procedures only as directed by the SSA verification response. 7.The E-Verify Employer Agent agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, including by permitting DHS and SSA, upon reasonable notice, to review Forms I-9 and other employment records and to interview it and its employees regarding the use of E-Verify, and to respond in a timely and accurate manner to DHS requests for information relating to their participation in E- Verify. AR TICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1.If the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. 2.The Employer will refer employees to SSA field offices only as directed by the automated system based on a tentative nonconfirmation, and only after the Employer records the case verification number, reviews the input to detect any transaction errors, and determines that the employee contests the tentative nonconfirmation. The Employer (through the E-Verify Employer Agent), will transmit the Social Security Number to SSA for verification again if this review indicates a need to do so. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 3.If the employee contests an SSA tentative nonconfirmation, the Employer will provide the employee with a system-generated referral letter and instruct the employee to visit an SSA office within 8 Federal Government work days. SSA will electronically transmit the result of the referral to the Employer (through the E-Verify Employer Agent) within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. The Employer agrees to check the E-Verify system regularly for case updates. 4.The Employer agrees not to ask the employee to obtain a printout from the Social Security Number database (the Numident) or other written verification of the Social Security Number from the SSA. B. REFERRAL TO DHS Company ID Number: 41837 Client Company ID Number: 652762 Page 11 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify 1.If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must print the tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. 2.If the Employer finds a photo non-match for an employee who provides a document for which the automated system has transmitted a photo, the employer must print the photo non-match tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the finding. 3.The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation received from DHS automated verification process or when the Employer issues a tentative nonconfirmation based upon a photo non-match. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 4.If the employee contests a tentative nonconfirmation issued by DHS, the Employer will provide the employee with a referral letter and instruct the employee to contact DHS through its toll-free hotline (as found on the referral letter) within 8 Federal Government work days. 5.If the employee contests a tentative nonconfirmation based upon a photo non-match, the Employer will provide the employee with a referral letter to DHS. DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. The Employer agrees to check the E-Verify system regularly for case updates. 6.The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo non-match, the Employer (or the E-Verify Employer Agent) will send a copy of the employee’s Form I-551 or Form I-766 to DHS for review by: Scanning and uploading the document, or Sending a photocopy of the document by and express mail account (pain for at employer expense). 7.If the Employer (through the E-Verify Employer Agent) determines that there is a photo non-match when comparing the photocopied List B document described in Article II.C.4 with the image generated in E-Verify, the Employer (through the E-Verify Employer Agent)must forward the employee’s documentation to DHS using one of the means described in the preceding paragraph, and allow DHS to resolve the case. ARTICLE IV SERVICE PROVISIONS Company ID Number: 41837 Client Company ID Number: 652762 Page 12 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify The SSA and DHS will not charge the Employer or the E-Verify Employer Agent for verification services performed under this MOU. DHS is not responsible for providing the equipment needed to make inquiries. A personal computer with Internet access is needed to access the E-Verify System. AR TICLE V PARTIES A.This MOU is effective upon the signature of all parties, and shall continue in effect for as long as the SSA and DHS conduct the E-Verify program unless modified in writing by the mutual consent of all parties, or terminated by any party upon 30 days prior written notice to the others. Any and all system enhancements to the E-Verify program by DHS or SSA, including but not limited to the E-Verify checking against additional data sources and instituting new verification procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. DHS agrees to train employers on all changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual, the E-Verify User Manual for Federal Contractors, or the E-Verify Supplemental Guide for Federal Contractors. Even without changes to E- Verify, DHS reserves the right to require employers to take mandatory refresher tutorials. An Employer that is a Federal contractor with the FAR E-Verify clause may terminate this MOU when the Federal contract that requires its participation in E-Verify is terminated or completed. In such a circumstance, the Federal contractor with the FAR E-Verify clause must provide written notice to DHS. If an Employer that is a Federal contractor with the FAR E-Verify clause fails to provide such notice, that Employer will remain a participant in the E- Verify program, will remain bound by the terms of this MOU that apply to participants that are not Federal contractors with the FAR E-Verify clause, and will be required to use the E- Verify procedures to verify the employment eligibility of all newly hired employees. B.Notwithstanding Article V, part A of this MOU, DHS may terminate access to E-Verify if it is deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the E-Verify Employer Agent or the Employer, or a failure on the part of either to comply with established procedures or legal requirements. The Employer understands that if it is a Federal contractor with the FAR E-Verify clause, termination of this MOU by any party for any reason may negatively affect the Employer’s performance of its contractual responsibilities. C.Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as they may determine necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. D.Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies, officers, or employees, or against the E-Verify Employer Agent, the Employer, or their agents, officers, or employees. Company ID Number: 41837 Client Company ID Number: 652762 Page 13 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify E.Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the E-Verify Employer Agent or the Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the E-Verify Employer Agent or the Employer. F.Participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Congressional oversight, E-Verify publicity and media inquiries, determinations of compliance with Federal contractual requirements, and responses to inquiries under the Freedom of Information Act (FOIA). G.The foregoing constitutes the full agreement on this subject between DHS, the Employer and the E-Verify Employer Agent. JPMorgan Chase & Co. (Employer) hereby designates and appoints CARCO Group Inc.(E- Verify Employer Agent), including its officers and employees, as the E-Verify Employer Agent for the purpose of carrying out JPMorgan Chase & Co.(Employer) responsibilities under the MOU between the Employer, the E-Verify Employer Agent, and DHS. Company ID Number: 41837 Client Company ID Number: 652762 Page 14 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer, the E-Verify Employer Agent and DHS respectively. If you have any questions, contact E-Verify at 1-888-464-4218. Ap proved by: Employer JPMorgan Chase & Co. Name (Please Type or Print)Title Signature Date E-Verify Employer Agent CARCO Group Inc. Tamara Monroe Name (Please Type or Print) Electronically Signed Title 03/15/2013 Signature Date Department of Homeland Security – Verification Division USCIS Verification Division Name (Please Type or Print) Electronically Signed Title 03/26/2013 Signature Date Information Required For the E-Verify E-Verify Employer Agent Program Information relating to your Company: Company Name:JPMorgan Chase & Co. Company ID Number: 41837 Client Company ID Number: 652762 Page 15 of 15 |E-Verify MOU for Employer (Client) using a E-Verify Employer Agent | Revision Date 09/01/09 www.dhs.gov/E-Verify Company Facility Address:270 Park Avenue New York, NY 10017 County or Parish:KINGS Employer Identification Number:132624428 North American Industry Classification Systems Code:551 Administrator: Number of Employees:10,000 and over Form 6: Vendor Substitute W – 9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County (including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) requires that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. Solicitation: #18-7263 Purchasing Card Services Please refer to the attached J.P. Morgan W-9. . Form 7: Insurance and Bonding Requirements Insurance / Bond Type Required Limits 1. Worker’s Compensation Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Statutory Limits and Requirements Evidence of Workers’ Compensation coverage or a Certificate of Exemption issued by the State of Florida is required. Entities that are formed as Sole Proprietorships shall not be required to provide a proof of exemption. An application for exemption can be obtained online at https://apps.fldfs.com/bocexempt/ 2. Employer’s Liability $100,000 single limit per occurrence each accident 3. Commercial General Liability (Occurrence Form) patterned after the current ISO form Bodily Injury and Property Damage $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 4. Indemnification To the maximum extent permitted by Florida law, the Contractor/Vendor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees and paralegals’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor/ Vendor or anyone employed or utilized by the Contractor/Vendor in the performance of this Agreement. 5. Commercial Business Automobile Liability $1,000,000 Each AccidentOccurrence; Bodily Injury & Property Damage, Owned/Non-owned/Hired; Automobile Included 6. Other insurance as noted: Watercraft $ __________ Per Occurrence United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ __________ Per Occurrence Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. $ __________ Per Occurrence Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ __________ Per Occurrence Pollution $ __________ Per Occurrence Professional Liability $ ___________ Per claim & in the aggregate Valuable Papers Insurance $__________ Per Occurrence Cyber Liability $ 1,000,000 Per OccurrenceLoss Technology Errors & Omissions $__________ Per Occurrence 7. Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers’ check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 8. Performance and Payment Bonds For projects in excess of $200,000, bonds shall be submitted with the executed contract by Proposers receiving award, and written for 100% of the Contract award amount, the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall be rated as “A-“ or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders’ surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. 9. Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 10. Collier County must be named included by blanket endorsement as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non- contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Vendor’s policy shall be endorsed accordingly. 11. The Certificate Holder shall be named listed as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County under this solicitation. 12. Thirty (30) Days Cancellation Notice required. 11/20/17 - GG ____________________________________________________________________________________ Vendor’s Insurance Statement for Solicitation: #18-7263 Purchasing Card Services We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (5) days of the award of this solicitation. Name of Firm JPMorgan Chase Bank, N.A. Date January 18, 2018 Vendor Signature Print Name Ralph Hildevert Insurance Agency Aon Risk Services Northeast, Inc. (please see attached certificates of insurance) Agent Name Please see attached certificates of insurance Telephone Number 866-283-7122 Holder Identifier : 7777777707070700077761616045571110774615137204545207750335553636012073743557265033100766661624107575407435503773471111076214110646355570742711576736544607172232573137631076727242035772000777777707000707007 7777777707070700073525677115456000723040102463753207023337352073101071232272431731000702333734217301107133336342172010071333272531720110703223725317300007033336243162011077756163351765540777777707000707007Certificate No :570066529658CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/25/2017 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office 199 Water Street New York NY 10038-3551 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 19445National Union Fire Ins Co of PittsburghINSURER A: 23841New Hampshire Ins CoINSURER B: 19380American Home Assurance Co.INSURER C: 19410Commerce & Industry Ins CoINSURER D: INSURER E: INSURER F: FAX (A/C. No.):800-363-0105 CONTACT NAME: JPMorgan Chase & Co. and subsidiary, affiliated, and associated companies therof 270 Park Avenue New York NY 10017-2070 USA COVERAGES CERTIFICATE NUMBER:570066529658 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $1,000,000 Excluded $2,000,000 $2,000,000 $2,000,000 Blanket Contractual Liability Host Liquor Liability Included A 06/01/2017 06/01/2018GL5196555 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $5,000,000A06/01/2017 06/01/2018 All Other States CA 2867386A 06/01/2017 06/01/2018 MA CA 2867387A 06/01/2017 06/01/2018 VA COMBINED SINGLE LIMIT (Ea accident) CA 2867390 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 $10,000 06/01/2017UMBRELLA LIABA 06/01/2018BE28189187 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTE B 06/01/2017 06/01/2018 All Other States WC063724377B 06/01/2017 06/01/2018 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN ME WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WC063724376 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and/or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non-contributory where required. Blanket Contractual Liability, Host Liquor Liability is included in the General Liability policy, Waiver of subrogation is included where required. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendor(s), Clients and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests may appear and when applicable. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEEvidence of Insurance for JPMorgan Chase & Co. and subsidiary, affiliated and associated companies therof 270 Park Avenue New York NY 10017-2070 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance AGENCY ADDITIONAL REMARKS EFFECTIVE DATE: CARRIER NAIC CODE NAMED INSURED See Certificate Number: See Certificate Number: POLICY NUMBER AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: Aon Risk Services Northeast, Inc. 10243827 570066529658 570066529658 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # JPMorgan Chase & Co. TYPE OF INSURANCE POLICY NUMBER LIMITS WORKERS COMPENSATION C WC063724378 06/01/2017 06/01/2018 B WC063724379 06/01/2017 06/01/2018 D WC063724380 06/01/2017 06/01/2018 B WC063724381 06/01/2017 06/01/2018 B WC063724382 06/01/2017 06/01/2018 CA AZ IL NJ NY TX FL MA ND OH WA WI WY MN N/A N/A N/A N/A N/A ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Form 8: Reference Questionnaire Solicitation: 18-7263 Purchasing Card Services Reference Questionnaire for: J.P. Morgan (Name of Company Requesting Reference Information) Ralph Hildevert (Name of Individuals Requesting Reference Information) Name:Otis J. Thomas (Evaluator completing reference questionnaire) Company: City of Pompano Beach (Evaluator’s Company completing reference) Email: Otis.Thomas@copbfl.com FAX: (954) 786-4168 Telephone: (954) 786-4098 Collier County is implementing a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again) and 1 representing that you were very unsatisfied (and would never hire the firm/indivdiual again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored “0.” (Please note, references from Collier County staff will not be accepted.) Project Description: Purchasing Card Services Completion Date: Ongoing Project Budget: N/A Project Number of Days: April 2014 - Present Item Citeria Score 1 Ability to manage the project costs (minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on-time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 10 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future (customer satisfaction). 10 TOTAL SCORE OF ALL ITEMS (Maximum 100 Points) 100 Form 8: Reference Questionnaire Solicitation: 18-7263 Purchasing Card Services Reference Questionnaire for: J.P. Morgan (Name of Company Requesting Reference Information) Ralph Hildevert (Name of Individuals Requesting Reference Information) Name: Max Sagesse (Evaluator completing reference questionnaire) Company: City of Miami (Evaluator’s Company completing reference) Email: msagesse@miamigov.com FAX: (305) 416-1925 Telephone: (305) 416-1913 Collier County is implementing a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again) and 1 representing that you were very unsatisfied (and would never hire the firm/indivdiual again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored “0.” (Please note, references from Collier County staff will not be accepted.) Project Description: Purchasing Card Services Completion Date: Ongoing Project Budget: N/A Project Number of Days: February 2005 - Present Item Citeria Score 1 Ability to manage the project costs (minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on-time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 10 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future (customer satisfaction). 10 TOTAL SCORE OF ALL ITEMS (Maximum 100 Points) 100 Form 9: Vendor Submittal – Local Vendor Preference Affidavit Solicitation #18-7263 Purchasing Card Services (Check Appropriate Boxes Below) State of Florida (Select County if Vendor is described as a Local Business  Collier County Lee County Vendor affirms that it is a local business as defined by the Procurement Ordinance of the Collier County Board of County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Procurement Ordinance: Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier County from which the vendor’s staff operates and performs business in an area zoned for the conduct of such business. A Post Office Box or a facility that receives mail, or a non-permanent structure such as a construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of Collier County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, support and increase to the County's tax base, and residency of employees and principals of the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year under this section. Vendor must complete the following information: Year Business Established in Collier County or Lee County: 2012 Number of Employees (Including Owner(s) or Corporate Officers):103 Number of Employees Living in  Collier County or Lee (Including Owner(s) or Corporate Officers):107 If requested by the County, vendor will be required to provide documentation substantiating the information given in this affidavit. Failure to do so will result in vendor’s submission being deemed not applicable. Vendor Name: JPMorgan Chase Bank, N.A. Date: January 18, 2018 Address in Collier or Lee County: 4924 Tamiami Trail E Signature: Title: Authorized Signer Collier County Tax Collector 2800 N. Horseshoe Drive Naples, FL 34104 Collier County Business Tax Receipt Tax Year Info: 2017 BUSINESS INFORMATION License # 112269 Name:JP MORGAN CHASE BANK N.A. DBA: Location:4924 TAMIAMI TRAIL E Zoned:PUD SIC 6021 Mail 1: ATTN: DEBRA NEEL Mail 2: 8111 PRESTON RD #250 City, State, Zip:DALLAS , TX 75225 Phone:888-282-5867 Code:04100003 Description:INTANGIBLE PERS PROP State Lic: Class: DEALER OF INTANGIBLE PERSONAL PROPERTY County Lic: Category:BANKS City Lic: Preq:STATE CERTIFICATION OWNER INFORMATION Name 1: JP MORGAN CHASE BANK N.A. Name 2: Address 1: 1111 POLARIS PKWY Address 2: City, State, Zip:COLUMBUS OH 43240 Phone: Open Date:03-29-12 Changed Date:07-07-16 Paid Date:07-20-17 Closed Date:00-00-00 Amount Due:0.00 ** License is: Paid ** ** License is: Open ** New Search Back To List 2011 Tax Information 2012 Tax Information 2013 Tax Information 2014 Tax Information 2015 Tax Information Page 1 of 1Details 12/4/2017http://www.colliertax.com/search/ols_details.php?ID=88942343&page=1&year=2017 STRICTLY PRIVATE AND CONFIDENTIAL 1 SOLUTIONS FROM J.P. MORGAN Collier County Board of County Commissioners JPMorgan Chase’s Exceptions and Comments to Request for Proposal for Purchasing Card Services (Solicitation No. 18-7263) Please note that additions are in red and deletions are in strikethrough. RFP LOCATION COMMENTS Request for Proposal (RFP), p. 7 Section 16. Purchase Order Terms and Conditions Please strike this section in its entirety. While we appreciate the Client’s desire to use the County’s Purchase Order Terms and Conditions in negotiating with JPMorgan Chase Bank for commercial card services, JPMorgan Chase Bank respectfully requests that the JPMorgan Chase Master Commercial Card Agreement (sample attached) be utilized as the primary document to govern any resulting relationship. JPMorgan Chase Bank’s Master Commercial Card Agreement directly relates to and articulates the banking-related services that JPMorgan Chase Bank is proposing to the Client. If JPMorgan Chase Bank is awarded the business, we agree to negotiate the agreement in good faith with the Client. It is JPMorgan Chase Bank’s desire to work with the Client to reach a mutually beneficial agreement. RFP, p. 10 Section 17. Insurance and Bonding Requirements Please note the following for this section: 17.4 Certificates issued as a result of the award of this solicitation must identify “For any and all work performed on behalf of Collier County.” under this solicitation. 17.5 The Commercial General Liability Policy provided by Vendor to meet the requirements of this solicitation shall name include by blanket endorsement Collier County, Florida, as an additional insured as their interest may appear with respect to liability arising out of the ongoing to the operations of Vendor under this solicitation and shall contain a severability of interests provisions. 17.6 Collier County Board of County Commissioners shall be named listed as the Certificate Holder. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County under this solicitation. The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida 17.7 The amounts and types of insurance coverage shall conform to the minimum requirements set forth in Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents if applicable. If Vendor has any self-insured retentions or deductibles under any of the below listed minimum required coverage, Vendor must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be Vendor’s sole responsibility. 17.8 Coverage(s) shall be maintained without interruption for the term of the contract. from the date of commencement of the Work until the date of completion and acceptance of the scope of work by the County or as specified in this solicitation, whichever is longer. 17.9 The Vendor and/or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non renewal on the part of the insurance carrier or the Vendor. The Vendor shall also notify the County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full extent STRICTLY PRIVATE AND CONFIDENTIAL 2 SOLUTIONS FROM J.P. MORGAN permitted under such policy. 17.10 Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County may terminate the Agreement. or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to reimburse the County for such costs within thirty (30) days after demand, the County has the right to offset these costs from any amount due Vendor under this Agreement or any other agreement between the County and Vendor. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of any of its rights under the Contract Documents. 17.11 If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work, upon request the Vendor shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Vendor to provide the County with such renewal certificate(s) shall be considered justification for the County to terminate any and all contracts. RFP, p. 11 Section 19. County’s Right to Inspect Please strike this section in its entirety. JPMC does not permit general inspections of its sites or general third party audits due to the confidentiality and security obligations related to financial and customer data required of financial institutions. RFP, p. 11 Section 21. Additional Terms and Conditions of Contract, Subsection 21.1 Please strike this subsection. While we appreciate the Client’s desire to use the County’s Contract in negotiating with JPMorgan Chase Bank for commercial card services, JPMorgan Chase Bank respectfully requests that the JPMorgan Chase Master Commercial Card Agreement (sample attached) be utilized as the primary document to govern any resulting relationship. JPMorgan Chase Bank’s Master Commercial Card Agreement directly relates to and articulates the banking-related services that JPMorgan Chase Bank is proposing to the Client. If JPMorgan Chase Bank is awarded the business, we agree to negotiate the agreement in good faith with the Client. It is JPMorgan Chase Bank’s desire to work with the Client to reach a mutually beneficial agreement. RFP, p. 11-12 Section 22. Public Records Compliance, Subsection 22.2.2 JPMC does not permit general inspections of its sites or general third party audits due to the confidentiality and security obligations related to financial and customer data required of financial institutions. RFP, p. 12 Section 22. Public Records Compliance, Subsection 22.2.4 Please note that JPMC may destroy or render unusable, or discontinue use of, any confidential information then in JPMC’s possession, including all copies and archived versions, except to the extent that the portion of the confidential information consists of notes, analyses or studies prepared by JPMC or its representatives. In the event that it is commercially unfeasible for JPMC to return, destroy or render unusable any confidential information, JPMC shall maintain the confidentiality of such information as required herein for so long as the information is in JPMC’s possession, until such time as the information is destroyed by JPMC in accordance with industry standards applicable to the destruction of confidential information. RFP, p. 13 Section 28. Principal/Collusion Please see the executed Form 4: Vendor Declaration Statement. RFP, p. 14 Section 30. Termination Please strike the following: “Should the Vendor be found to have failed to perform services in a manner satisfactory to the County, the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non performance.” STRICTLY PRIVATE AND CONFIDENTIAL 3 SOLUTIONS FROM J.P. MORGAN In its place, please refer to the Termination language in our sample Master Commercial Card Agreement. JPMC requests that the Master Commercial Card Agreement govern any termination provisions. RFP, p. 15 Section 36. Security and Background Checks All JPMorgan Chase employees, as well as contingent workers and certain designated third party supplier personnel assigned to perform or engage in services on JPMorgan Chase’s behalf, have successfully passed the requirements for employment under applicable federal law. These requirements include, but are not limited to, restrictions under Section 19 of the Financial Institution Reform and Recovery Act ("FIRREA"). FIRREA prohibits FDIC-insured institutions like JPMorgan Chase from employing or engaging as a contingent worker, any individual that has been convicted of, or entered a pretrial diversion or similar program for, a felony or multiple misdemeanor criminal offenses involving breach of trust, dishonesty, money laundering, embezzlement, fraud, theft, criminal conspiracy or the sale, distribution, manufacture of or trafficking in controlled substances. Furthermore, pursuant to the JPMorgan Chase policy, eligibility for employment or assignment is evaluated on a case-by-case basis for the following types of offenses: crimes of violence, crimes involving moral turpitude and crimes related to the performance of an employee's responsibilities, e.g., driving under the influence of alcohol or controlled substances when the employee drives as part of their job. Finally, as a term of employment, each JPMorgan Chase employee must annually certify adherence to the firm's Code of Conduct which among other requirements contains an affirmative obligation for the employee to notify the Firm of any felony or misdemeanor arrest/conviction. RFP, p. 15 Section 37. Conflict of Interest Please see the executed Form 3: Conflict of Interest Affidavit. RFP, p. 15 Section 39. Immigration Law Affidavit Certification Please see the executed Form 5: Immigration Affidavit Certification RFP, Attachment A – Scope of Work/Services and Technical Specifications Please strike the following section under “Mandatory Elements, Liability – Purchasing Card” and replace with the following fraud liability waiver language as found in the attached Sample Master Commercial Card Agreement: Client shall 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 or suspects has been lost, stolen, misappropriated, improperly used or compromised. 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 STRICTLY PRIVATE AND CONFIDENTIAL 4 SOLUTIONS FROM J.P. MORGAN the Fraudulent Transaction occurred, Client failed to operate its Program in accordance with the following fraud reduction requirements: a. Client must block required high risk merchant category codes (“MCC’s”) 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. Invitation to Bid (ITB), Form 3: Conflict of Interest Affidavit Please modify the statement to the following: “The Vendor, as limited to the members of this deal team, involved in this bid, at the time of submission of the bid, certifies to the best of its his/her knowledge, the past and current work on any Collier County project affiliated with:…” ITB, Form 4: Vendor Declaration Statement Please modify the statement to the following: “The undersigned, as Vendor declares, limited to the members of this deal team, made to the best of his/her knowledge and belief, that this bid is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith, without collusion or fraud.” Please strike the following: “The Vendor agrees, if this bid submittal is accepted, to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County, for the performance of all requirements to which the solicitation pertains.” Please note that while we appreciate the Client’s desire to use the County’s Contract in negotiating with JPMorgan Chase Bank for commercial card services, JPMorgan Chase Bank respectfully requests that the JPMorgan Chase Master Commercial Card Agreement (sample attached) be utilized as the primary document to govern any resulting relationship. JPMorgan Chase Bank’s Master Commercial Card Agreement directly relates to and articulates the banking-related services that JPMorgan Chase Bank is proposing to the Client. If JPMorgan Chase Bank is awarded the business, we agree to negotiate the agreement in good faith with the Client. It is JPMorgan Chase Bank’s desire to work with the Client to reach a mutually beneficial agreement. ITB, Form 6: Vendor Substitute W-9 Please strike this document in its entirety. In its place, please see the attached JPMC’s W-9 form. ITB, Form 7: Insurance and Bonding Requirements Please strike subsection 4. Indemnification. ITB, Form 9: Vendor Submittal – Local Vendor Preference Affidavit This is not applicable. STRICTLY PRIVATE AND CONFIDENTIAL 1 SOLUTIONS FROM J.P. MORGAN Collier County Board of County Commissioners JPMorgan Chase’s Exceptions and Comments to Addendum #3 Contract Template (Solicitation No. 18-7263) RFP LOCATION COMMENTS Addendum #3 Revenue Generating Agreement Please note that this Sample Contract is not applicable in its entirety to the proposed Commercial Card services between the Bank and Client. While we appreciate the Client’s desire to use the County’s Sample Contract in negotiating with JPMorgan Chase Bank for commercial card services, JPMorgan Chase Bank respectfully requests that the JPMorgan Chase Master Commercial Card Agreement be utilized as the primary document to govern any resulting relationship. JPMorgan Chase Bank’s Master Commercial Card Agreement directly relates to and articulates the banking-related services that JPMorgan Chase Bank is proposing to the Client. If JPMorgan Chase Bank is awarded the business, we agree to negotiate the agreement in good faith with the Client. It is JPMorgan Chase Bank’s desire to work with the Client to reach a mutually beneficial agreement. 4. The Agreement Sum, p. 2 Please strike this section in its entirety as it is not applicable to the services being contemplated here. 5. Financial Review, Records, Audit, p. 2 Please strike this section in its entirety. JPMC does not permit general inspections of its sites or audits due to the confidentiality and security obligations related to financial and customer data required of financial institutions. 6. Sales Tax, p. 2 Please strike this section in its entirety as it is not applicable to the services being contemplated here. 8. Permits: Licenses: Taxes, p. 3 JPMC will comply with applicable laws in connections with the performance of providing commercial credit card services. Applicable law includes federal, state, provincial and local laws, statutes regulations, rules, executive orders, supervisory requirements, licensing requirements, export requirements, directives, circulars, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self- regulatory organization such as the European Union, that apply to a Party’s obligations under the agreement covering commercial credit card services. 9. No Improper Use, p. 3 JPMC will comply with applicable laws in connections with the performance of providing commercial credit card services. Applicable law includes federal, state, provincial and local laws, statutes regulations, rules, executive orders, supervisory requirements, licensing requirements, export requirements, directives, circulars, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self- regulatory organization such as the European Union, that apply to a Party’s obligations under the agreement covering commercial credit card services. JPMC requests that the terms under JPMC’s Commercial Card Master Agreement be utilized as the primary document to govern any resulting relationship, and any suspension or notice provisions. STRICTLY PRIVATE AND CONFIDENTIAL 2 SOLUTIONS FROM J.P. MORGAN 10. Termination, p. 4 Please strike this section in its entirety. JPMC requests that the terms under JPMC’s Commercial Card Master Agreement be utilized as the primary document to govern any resulting relationship, including any termination provisions. 12. Insurance, p. 4-5 Please strike this section in its entirety and refer to the Insurance redlines JPMC previously provided as part of the RFP submission. 13. Indemnification, p. 5 Please strike this section in its entirety. 18. Compliance with Laws, p. 6 JPMC will comply with applicable laws in connections with the performance of providing commercial credit card services. Applicable law includes federal, state, provincial and local laws, statutes regulations, rules, executive orders, supervisory requirements, licensing requirements, export requirements, directives, circulars, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self- regulatory organization such as the European Union, that apply to a Party’s obligations under the agreement covering commercial credit card services. Please note that JPMC may destroy or render unusable, or discontinue use of, any confidential information then in JPMC’s possession, including all copies and archived versions, except to the extent that the portion of the confidential information consists of notes, analyses or studies prepared by JPMC or its representatives. In the event that it is commercially unfeasible for JPMC to return, destroy or render unusable any confidential information, JPMC shall maintain the confidentiality of such information as required herein for so long as the information is in JPMC’s possession, until such time as the information is destroyed by JPMC in accordance with industry standards applicable to the destruction of confidential information. 22. Additional Items/Services, p. 7 Please note that this should occur only with consent and agreement between both parties. 23. Dispute Resolution, p. 7 Please strike this section in its entirety. 24. Venue, p. 7 Please strike this section in its entirety. JPMC expects the governing law to be the State of New York. 25. Key Personnel; Agreement Staffing, p. 7-8 JPMC does not permit general inspections, investigations, or audits of its sites or employees due to the confidentiality and security obligations related to financial and customer data required of financial institutions. 27. Assignment, p. 8 Bank must have the ability to assign to wholly owned subs of JPMorgan Chase & Co. without consent. 28. Security, p. 8 All JPMorgan Chase employees, as well as contingent workers and certain designated third party supplier personnel assigned to perform or engage in services on JPMorgan Chase’s behalf, have successfully passed the requirements for employment under applicable federal law. These requirements include, but are not limited to, restrictions under Section 19 of the Financial Institution Reform and Recovery Act ("FIRREA"). FIRREA prohibits FDIC-insured institutions like JPMorgan Chase from employing or engaging as a contingent worker, any individual that has been convicted of, or entered a pretrial diversion or similar program for, a felony or multiple misdemeanor criminal offenses involving breach of STRICTLY PRIVATE AND CONFIDENTIAL 3 SOLUTIONS FROM J.P. MORGAN trust, dishonesty, money laundering, embezzlement, fraud, theft, criminal conspiracy or the sale, distribution, manufacture of or trafficking in controlled substances. Furthermore, pursuant to the JPMorgan Chase policy, eligibility for employment or assignment is evaluated on a case-by-case basis for the following types of offenses: crimes of violence, crimes involving moral turpitude and crimes related to the performance of an employee's responsibilities, e.g., driving under the influence of alcohol or controlled substances when the employee drives as part of their job. Finally, as a term of employment, each JPMorgan Chase employee must annually certify adherence to the firm's Code of Conduct which among other requirements contains an affirmative obligation for the employee to notify the Firm of any felony or misdemeanor arrest/conviction. 1 ADDENDUM #3 Memorandum Date: December 26, 2017 From: Viviana Giarimoustas, Procurement Strategist To: Interested Parties Subject: RFP 18-7263 Purchasing Card Services Below is a contract template for this solicitation. Additional language and modifications will be discussed with the awarded vendor. If you require additional information please call Viviana Giarimoustas, Purchasing Department at 239- 252-8375 or by e-mail at VivianaGiarimoustas@colliergov.net . Thank you. Email: VivianaGiarimoustas@colliergov.net Telephone: (239) 252-8375 Page 1 of 12 Revenue Generating Agreement #2017.004 (Ver.1) REVENUE GENERATING AGREEMENT #__________________ for ________________________________________________ THIS AGREEMENT, made and entered into on this day of 20 , by and between , authorized to do business in the State of Florida, whose business address is , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): W I T N E S S E T H: 1. AGREEMENT TERM. The Agreement shall be for a ( ) year period, commencing upon the date of Board approval on and terminating on ( ) year(s) from that date. The County may, at its discretion and with the cons ent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for _______ ( ) additional _______ ( ) year(s) periods. The County shall give the Contractor written notice of the County’s intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) Invitation to Bid (ITB) Other___________________ (______) # , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A – Scope of Services attached hereto. It is not permissible for other County divisions or governmental entities to utilize the Agreement. Page 2 of 12 Revenue Generating Agreement #2017.004 (Ver.1) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County’s Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The Contractor shall pay the County for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto. 5. FINANCIAL REVIEW, RECORDS, AUDIT. The Contractor shall provide, at its expense, an annual independent review of the Contractor’s financial records. The purpose of this review is to substantiate that the County has been compensated in accordance with this Agreement. The Contractor shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Contractor grants to the County the right and authority to audit all records, documents, and books pertaining to the concession operation s. Such audit will be conducted at locations and at a frequency determined by the County and communicated to the Contractor. The Contractor agrees to provide materials for the audit at the place designated by the County within three (3) business days after the County's notice to do so is received by Contractor, all at no cost to the County. 6. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 7. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: _________________________________________ Address: _________________________________________ _________________________________________ Authorized Agent: _________________________________________ Attention Name & Title: _________________________________________ Telephone: _________________________________________ E-Mail(s): _________________________________________ All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 3 of 12 Revenue Generating Agreement #2017.004 (Ver.1) Board of County Commissioners for Collier County, Florida Division Director: _________________________________________ Division Name: _________________________________________ Address: _________________________________________ _________________________________________ Administrative Agent/PM: _________________________________________ Telephone: _________________________________________ E-Mail(s): _________________________________________ The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty -four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 4 of 12 Revenue Generating Agreement #2017.004 (Ver.1) 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for conveni ence with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor’s recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $_____________ Per Occurrence, $_____________aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $_____________Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $_____________for each accident. D. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $____________each claim and aggregate. E. Cyber Liability: Coverage shall have minimum limits of $_____________per claim. F. : Coverage shall have minimum limits of $_____________per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an “Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary a nd non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor’s policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein ide ntified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the Page 5 of 12 Revenue Generating Agreement #2017.004 (Ver.1) policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a l ike manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorne ys’ fees and paralegals’ fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor’s obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the ___________________________________________________. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with t he performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/ ITB/ Other_________ #__________________, including Exhibits, Attachments and Addenda/Addendum and Other Exhibit/Attachment: _______________________________. Page 6 of 12 Revenue Generating Agreement #2017.004 (Ver.1) 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by th e individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 18. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers’ compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public Page 7 of 12 Revenue Generating Agreement #2017.004 (Ver.1) agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties s hall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County’s staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision -making authority and by County’s staff person who would make the presentation of any settle ment reached at mediation to County’s board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL. The Contractor’s personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. Th e County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. AGREEMENT STAFFING. The Contractor’s personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as Page 8 of 12 Revenue Generating Agreement #2017.004 (Ver.1) necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor’s Proposal, and/or the County’s Board approved Executive Summary, the Contract Documents shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004 -52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Divis ion for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor’s employees and subcontractors mus t wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor’s business. The Contractor shall immediately notify the Collier County Facilities Management Division via e- mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Colli er County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. (Intentionally left blank -signature page to follow) Page 9 of 12 Revenue Generating Agreement #2017.004 (Ver.1) IN WITNESS, WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts By: By: , Chairman Dated: (Seal) Contractor’s Witnesses: Contractor: By: First Witness Signature Print Name and Title Print Name and Title Second Witness Print Name and Title Approved as to Form and Legality: County Attorney Page 10 of 12 Revenue Generating Agreement #2017.004 (Ver.1) Exhibit A Scope of Services following this page this exhibit is not applicable Page 11 of 12 Revenue Generating Agreement #2017.004 (Ver.1) Exhibit B Fee Schedule (following this page) Page 12 of 12 Revenue Generating Agreement #2017.004 (Ver.1) Other Exhibit/Attachment Description: __________________________________________________________________ following this page this exhibit is not applicable Email: VivianaGiarimoustas@colliergov.net Telephone: (239) 252-8375 ADDENDUM #1 Memorandum Date: December 19, 2017 From: Viviana Giarimoustas, Procurement Strategist To: Interested Parties Subject: RFP 18-7263 Purchasing Card Services Below is a 12 month spend report. If you require additional information please call Viviana Giarimoustas, Purchasing Department at 239- 252-8375 or by e-mail at VivianaGiarimoustas@colliergov.net . Thank you. Received and acknowledged by J.P. Morgan December 19, 2017 Ralph Hildevert Email: VivianaGiarimoustas@colliergov.net Telephone: (239) 252-8375 ADDENDUM #2 Memorandum Date: December 20, 2017 From: Viviana Giarimoustas, Procurement Strategist To: Interested Parties Subject: RFP 18-7263 Purchasing Card Services An additional request was made to provide 12 months of vendor and payment data. Below is the additional information. If you require additional information please call Viviana Giarimoustas, Purchasing Department at 239- 252-8375 or by e-mail at VivianaGiarimoustas@colliergov.net . Thank you. Received and acknowledged by J.P. Morgan December 20, 2017 Ralph Hildevert Email: VivianaGiarimoustas@colliergov.net Telephone: (239) 252-8375 ADDENDUM #3 Memorandum Date: December 26, 2017 From: Viviana Giarimoustas, Procurement Strategist To: Interested Parties Subject: RFP 18-7263 Purchasing Card Services Below is a contract template for this solicitation. Additional language and modifications will be discussed with the awarded vendor. If you require additional information please call Viviana Giarimoustas, Purchasing Department at 239- 252-8375 or by e-mail at VivianaGiarimoustas@colliergov.net . Thank you. Received and acknowledged by J.P. Morgan December 26, 2017 Ralph Hildevert