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Backup Documents 04/28/2020 Item #16E 3ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO i V E J THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines # 1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the excetltion of the Chairman's signature- draw a line throuvh rnntino lines #1 thronah #2 emm��lere the rh.A,1;�t 1 f ,1„ A t tha r...,..n, A«,.... — ntx:,.e - Route to Addressees (List in routing order) - -- - - - -•-.......... ........... Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office 4. BCC Office Board of County Commissioners- �j r 4. Minutes and Records Clerk of Court's Office l 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above. may need to contact staff for additional or mi.csinn information Name of Primary Staff Jessica Suarez) PURCHASING Contact Information 239- 252-8407 Contact / De artment Agenda Date Item was April 2812020 Agenda Item Number 16.E.3 Approved by the BCC Type of Document AMENDMENT Number of Original 2 Attached Documents Attached PO number or account N/A 18-7263 J.P MORGAN number if document is J.P MORGAN CHASE BANK. to be recorded CHASE BANK. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. Initial Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information Name; Agency; Address; Phone on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike -through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases (some contracts are an exception), the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 04/28/2020 and all changes made during is not the meeting have been incorporated in the attached document. The County an option for Attorne 's Office has reviewed the changes, if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC, all changes directed by the BCC have been made, and the document is re f tion for Chairman's signature.ltftlk ine. u JUN 08, 2020 1; aaP*'.- jU* Nanagement I6E3 MEMORANDUM Date: June 12, 2020 To: Jessica Suarez, Procurement Services From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: First Amendment to Agreement #18-7263 "County's Visa Commercial Credit Card" Contractor: J.P. Morgan Chase Bank Attached for your records is an original of the referenced document above, (Item #16E3) adopted by the Board of County Commissioners on Tuesday, April 28, 2020. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment FIRST AMENDMENT TO MASTER COMMERCIAL CARD AGREEMENT 16Es 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 o its Affiliates ("Bank" or "Contractor") and Collier County Board of County Commissioners ("Client" or "County") is made as of 020 (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 U 160 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date. JPMORGAN S SANK, By Name 44V11-`C—(A- (3 - A+ + ►ett�I Title 14p �atnwterz ( l�Y� �5 %� wawa-8Z 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 C Y ��IONERS��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. Kinzel, Cleric of Court & ; n, ature only. signing the attestation shall be someone different from the person signing above on behalf of Client. A ed as to F m an A�ZLegality: Scott R. Yeacli Deputy County Attorney Page 2 of 6 EXHIBIT 1 to the Master Terms FEES & INCENTIVES ! 6E3 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 Cam 16E3 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. Larne 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 actual Average 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 16E3 B. Interchange Rate Adjustment 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 0 U� 16 E3 CERTIFICATE OF LIABILITY INSURANCE DATE(M/D O6/OS/20202020 F 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 Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA NAME:CT C241 AICNIJ.Eze>: C866) 283-7122 ( Fa.No.); 800-363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC p INSURED INSURER A: National Union Fire Ins CO of Pittsburgh 19445 JPMorgan Chase 8r Co. and subsidiary, affiliated and associated companies thero� Washington Blvd, Floor 10 MAI MAIL CODE- NY1-F014 INSURERB: AIU Insurance Company 19399 INSURER American Home Assurance Co. 19380 INSURER New Ham shire Insurance com an P P Y 23841 Jersey City NJ 07310-1616 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMRER- 570082067100 0 Inetnal ul junco. 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, Limits shown are as requested INSR LTR TYPE OF INSURANCE AD,% INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS AX COMMERCIAL GENERAL LIABILITY Y GL172891 06 Ol 2020 06 Ol 2021 EACH OCCURRENCE $2,000,000 CLAIMS -MADE OCCUR DAMAG RENTED PREMISES (Ea occurrence) $1,000,00 X MED EXP (Any one person) Excluded Blanket Contractual Liability X Host Liquor Liability Included PERSONAL a ADV INJURY $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY ❑JE� ❑X LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY Y CA 4594314 All Other States 06/01/2020 06/01/2021 COMBINED SINGLE LIMIT (Eaaccdent) $5,000,00 BODILY INJURY( Per person) A X ANY AUTO CA 4594315 06/01/2020 06/01/2021 A OWNED SCHEDULED AUTOS ONLY AUTOS MA CA 4594316 06/01/2020 06/01/2021 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) HIREDAUTOS NON -OWNED ONLY AUTOS ONLY VA A X UMBRELLA LIAR X OCCUR BE18895673 06/01/2020 06/01/2021 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10 , 000 , 000 DIED I X RETENTION $10,000 B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN wc045886615 All Other States 06/01/2020 06/01/2021 1 PER STATUTE I JOTH- X ER E.L. EACH ACCIDENT $1,000,00 C R I PARTNER 1 EXECUTIVE OFAN FICERMEMBER N NIA Wc045886617 06/01/2020 06/01/2021 (Mandatory In NH) CA E.L. DISEASE -EA EMPLOYEE $1, 000, OO If yes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1, 000, OO DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addttional Ramada 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 Collier County included and 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 WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS Collier County.Board of County Commissioners AUTHORIZED REPRESENTATIVE 3295 Tamiami Trail E. Naples FL 34112 USA ,�/J i��cJrtiitres0 c//.� cJna ©1988-2015 ACORD CORPORATION. All rights reserved ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD No AGENCY CUSTOMER ID: 10243827 b E 3 �1 ® LOC #: ,a►� o ADDITIONAL REMARKS SCHEDULE Paae of AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. JPMorgan Chase & Co. POLICY NUMBER see Certificate Numbe 570082067100 CARRIER I NAIC CODE see Certificate Numbe 570082067100 EEEEOTIVE DATE ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD