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#18-7263 Amendment #1 (J.P. Morgan Chase Bank)FIRST AMENDMENT TO MASTER COMMERCIAL CARD AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to Master Commercial Card Agreement (Clients/Collier County's Agreement No. 18-7263) (as amended, supplemented, restated, or replaced from time to time, the "Agreement") dated as of June 26, 2018, between JPMorgan Chase Bank, N.A or one or more of its Affiliates ("Bank" or "Contractor") and Collier County Board of County Commissioners ("Client" or "County") is made as of Ajyj L 2020 (the "Effective Date"). In consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein, Bank and Client agree to amend the Agreement as follows: 1. Definitions. Capitalized terms used in this Amendment and defined in the Agreement shall be used herein as so defined, except as otherwise provided herein. 2. Amendment. Section 11.L of the Agreement is hereby deleted in entirety and replaced as follows: All notices and other communications required or permitted to be given under this Master Agreement shall be in writing except as otherwise provided herein, and shall be effective on the date on which such notice is actually received by the Party to which it is addressed. All notices may be sent to the Client by ordinary mail, electronic transmission, through internet sites, or by such other means as the Client and the Bank may agree upon from time to time, at the address of the Client provided to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Client's relationship manager or program coordinator team managing the relationship or to any other address notified by the Bank to the Client in writing from time to time, and may be sent by ordinary mail, by electronic transmission or by such other means as the Client and the Bank agree upon from time to time. 3. Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with a new Exhibit 1 in the form attached hereto as Exhibit 1. 4. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Agreement, as it may have been amended from time to time, shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordance with its terms. 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each Party hereto may execute this Amendment by signing any of such counterparts. Facsimile signatures shall have the same force and effect as the original. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE Page 1 of 5 V IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date. JPMORGAN CH E ANK, By n' Name P-14V'rr'G r c� . �'t'/f /Q yipps Title 1%/2 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 Amendment. 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 Amendment 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. COLLIER /COUNBOARD OF COUNTY COMMISSIONERS By Name BURT L. SAUNDERS Title Chairman, Collier County Board of County Commissioners 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 Amendment and that the person signing above on behalf of Client, whose execution of this Amendment was witnessed by the undersigned, is an officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing) of Client possessing authority to execute this Amendment. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above. ATTEST: Crystal K, K erlc of Court & Comptrot f .. eif f. Dated: (SEAL) �. Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client. A:!: •oved as tgality: o F rm an Le Sc .Teach Deputy County Attorney Page 2 of 5 600 0 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 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 Amendment or any anniversary of such date. "Credit Losses" means all amounts due to Bank in connection with any and all Cards or Accounts 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 interchange 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 3 of 5 0 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.S. Single -Use Account Programs Annual Combined Total Charge Volume Volume Rebate @ 30 & 25 Settlement Terms $1, 000, 000 1.41 % $4,000,000 1.53% $7,000,000 1.59% $10,000,000 1.63% $15,000,000 1.67% $20,000,000 1.69% $25,000,000 1.71% $30,000,000 1.72% $35,000,000 1.75% $40,000,000 1.76% $45,000,000 1.77% $50,000,000 1.78% $75,000,000 1.80% $100,000,000+ 1.83% 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 0.45% ("Large Ticket Rebate Rate") multiplied by the annual Combined Large Ticket Transaction Volume, subject to the rebate adjustments below. 3. REBATE ADJUSTMENTS A. Average File Turn Adjustment i. Programs Contracted on Settlement Terms of 30 & 25 a. For purposes of Section 3.A.i, "Average File Turn" means the annual average outstanding balance for Programs contracted on Settlement Terms of 30 & 25 (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 & 25, 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 & 25 will have an Average File Turn of 40 if Client spends ratably throughout each Cycle. The Average File Turn Adjustment for Client's Program(s) with Settlement Terms of 30 & 25 is calculated by determining the difference between Client's Average File Turn for such Program(s) and 40. If Client's actualAverage File Turn for such Program(s) is less than 40, the Volume Rebate Rate and Large Ticket Rebate Rate will each be increased by 0.0050% for each whole number less than 40. If the Average File Turn for such Program(s) is greater than 40, the Volume Rebate Rate and Large Ticket Rebate Rate will each be decreased by 0.0050% for each whole number greater than 40 but less than 46. ii. If Client's actual Average File Turn under Section 3.A.i is greater than 45 days, Client will not qualify for any rebate payment (as described below in the General Rebate Terms Section). Page 4 of 5 J 0 B. 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. 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). iv. Settlement of any centrally billed Account(s) must be by automatic debit or by Client initiated ACH or wire or by check. 5. 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 for the U.S. Purchasing Program and the U.S. Single -Use Account Program are 30&25. 6. FEES A. 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 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 5 of 5 ACORO® �.,.� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1 06/05/2020 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. 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 endorsements . PRODUCER NOMT{1CT A EE -PHONE Aon Risk Services Northeast, Inc. New New York NY Office E:t): (866) 283-7122 (ac. No.): 800- 363-0105 one Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA E-MIUL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC If INSURED INSURER A: National Union Fire Ins Co Of Pittsburgh 19445 JPMorgan Chase SI CO. and subsidiary, affiliated and associated companies thero� INSURERB: AIU Insurance Company 19399 INSURERC: American Home Assurance Co. 19380 480 Washington Blvd, Floor 10 MAIL MAIL CODE- NY1-F014 INSURERD: New Hampshire insurance Company 23841 Jersey City NJ 07310-1616 USA INSURER E: INSURER F: COVERAGES r`FRTIFlf`ATF NIIMRFR• 570082067100 DC\/ICNr1W ul IUMCD. 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMA)D/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y GL1728919 06 2 01 220 06 1 2 1 EACH OCCURRENCE $2,000,00 CLAIMS -MADE I X IOCCUR OCCUR L� DAMAGE TOR NTED PREMISES (Ea occurrence) $1,000,00 MED EXP(Any one person) Excluded Blanket Contractual Liability X Host Liquor Liability Included PERSONAL 8 ADV INJURY $2 , 000, 00O GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 POLICY PEA PRODUCTS - COMP/OPAGG $2,000,000 LOC ❑ OTHER: A AUTOMOBILE LIABILITY Y CA 4594314 06/01/2020 06/01/2021 COMBINED SINGLE LIMIT (Ea accident) $S , OOO, OOO All Other States BODILY INJURY( Per person) A X ANY AUTO CA 4594315 06/01/2020 06/01/2021 OWNED SCHEDULED AUTOS MA BODILY INJURY (Per accident) PROPERTY DAMAGE A AUTOS ONLY CA 4594316 06/01/2020 06/01/2021 HIREDAUTOS NON -OWNED ONLY AUTOS ONLY VA (Per accident) A X UMBRELLA LIAB X OCCUR BE18895673 06/01/2020 06/01/2021 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED X RETENTION $10,000 B WORKERS COMPENSATION AND EMPLOYERS'LIABIUTY WC045886615 06/01/2020 06/01/2021 PER STATUTE H- X YIN All other States E.L. EACH ACCIDENT $1,000,000 C EXECUTIVE OFFN NIA WC045886617 06/01/2020 06/01/2021 E.L. DISEASE -EA EMPLOYEE $1,000,00 (Mandatory In NH) CA If yes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1, 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Contract 18-7263. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier county, OR, Collier County Government, OR and Collier County included as Additional Insured under the captioned commercial General Liability and Automobile Liability policies on a Primary and Non -Contributory basis if and to the extend required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.all - J Collier County Board AUTHORIZED REPRESENTATIVE r� _ of County Commissioners 3295 Tamiami Trail E. — Naples FL 34112 USA ©1988-2015 ACORD CORPORATION. All rights reserved ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 AC p� LOC #: �— ADDITIONAL REMARKS SCHFni n F _ t AGENCY rage _ of _ VAMED INSURED Aon Risk services Northeast, Inc. 3PMorgan Chase & Co. POLICY NUMBER see Certificate Numbe 570082067100 CARRIER NAIC CODE see Certificate Numbe 570082067100 EFFECTIVE DATE THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on theACORD certificate form for policy limits. IVSIi ITR TYPE OF INSURANCE :\11DL I\till SUBR \V'�'D POI.ICi'NUMBER POLIC\' EFFECTIVE DATE POLIC\- f:\PIRATION DAl'M' (MM/DD/VVVY) LIMITS WORKERS COMPENSATION B N/A WC045886616 AZ IL NJ NY TX 06/01/2020 06/01/2021 B N/A WC045886618 FL 06/01/2020 06/01/2021 D N/A WC 045886619 MA ND OH WA WI WY SIR applies per policy to 06/01/2020 ms & condit 06/01/2021 ons B N/A wc045886614 MN 06/01/2020 06/01/2021 ACORD 101 (2008101) C='' 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD