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Agenda 04/09/2024 Item #16E 1 (Approve the Second Amendment for the County's Visa Commercial Credit Card with Chase Bank)
16.E.1 04/09/2024 EXECUTIVE SUMMARY Recommendation to approve the Second Amendment to Agreement 18-7263 for the County's Visa Commercial Credit Card with J.P. Morgan Chase Bank N.A. prepared by the Procurement Services Division. OBJECTIVE: To approve the attached Second Amendment to Agreement 18-7263 in order to extend the agreement term for five years with two options to renew for successive one-year terms. CONSIDERATIONS: On June 26, 2018, the Board approved the selection of J.P. Morgan Chase Bank N.A. as our Visa Commercial Credit Card service provider and entered into a Master Agreement providing for an initial term of five years with one option to renew for a successive term of one year. On April 28, 2020, the Parties executed the First Amendment to the Master Agreement to amend Section I I L relating to formal notice requirements and to replace Exhibit 1 providing for fees and incentives. On January 25, 2023, the Parties mutually agreed to exercise the option to renew for an additional one- year term. The current expiration date of the Master Agreement is June 25, 2024. In July 2023, Procurement Services issued Invitation to Negotiate (ITN) No. 23-8137, Purchasing Card Services to 3,460 vendors. Of the 52 vendors that viewed the solicitation information, 7 proposals were received by the due date of September 7, 2023. All proposers were found to be responsive and responsible. The selection committee convened on November 8, 2023, and shortlisted the top four firms for presentation. On December 6, 2023, the selection committee reconvened for presentations and the final ranking. The Procurement Services Division is recommending that the County award the Purchasing Card Program Service to JP Morgan Chase Bank, N.A., who is the County's current service provider, as shown by the below rankings: Company Name City State Final Ranking Responsive/Responsible JP Morgan Chase Bank, N.A. Columbus OH 1 Yes/Yes Truist Bank Atlanta GA 2 Yes/Yes TD Bank, N.A. Portland ME 3 Yes/Yes The Central Trust Bank DBA Central Bank Jefferson City MO 4 Yes/Yes The attached Second Amendment amends the existing agreement to provide for another term of five years with the option to renew for two additional terms of one year each, in accordance with ITN No. 23-8137. The term of the Second Amendment will commence June 26, 2024. FISCAL IMPACT: The current P-card program spend was approximately $5.4 million in 2023, consisting of 16,117 transactions, with 346 active card holders. This resulted in approximately $87,000 in rebates to the County. Operating Divisions have accounted for expenses in their budgets for the Packet Pg. 1111 16.E.1 04/09/2024 procurement of goods and services. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for Board approval. - CJS GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this action. RECOMMENDATION: To approve the attached Second Amendment to Agreement 18-7263 to extend the agreement term for five years with two options to renew for successive one-year terms. Prepared by: Becca Zimmerman, Procurement Operations Program Manager, Procurement Services ATTACHMENT(S) 1. 18-7263 SecondAmendVS_JPMorgan (PDF) 2.23-8137 Final Ranking (PDF) 3.23-8137 Solicitation (PDF) 4. [Linked] J.P. Morgan_Response_to_Collier County_Purchasing_Card_RFP_23-8137 (PDF) 5. 18-7263 JPMorgan_Amend#1_FullyExecuted (PDF) 6. 18-7263 JPMorgan_Contract (PDF) Packet Pg. 1112 16. E.1 04/09/2024 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.1 Doc ID: 28359 Item Summary: Recommendation to approve the Second Amendment to Agreement 18-7263 for the County's Visa Commercial Credit Card with J.P. Morgan Chase Bank N.A. prepared by the Procurement Services Division. Meeting Date: 04/09/2024 Prepared by: Title: — Procurement Services Name: Becca Zimmerman 03/26/2024 1:47 PM Submitted by: Title: Manager - Procurement — Procurement Services Name: Sandra Srnka 03/26/2024 1:47 PM Approved By: Review: Procurement Services Sandra Srnka Level 1 Purchasing Gatekeeper County Attorney's Office Carly Sanseverino CAO Reviewer Procurement Services Sandra Srnka Director Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Corporate Business Operations Kenneth Kovensky Corporate Business Operations Review Office of Management and Budget Blanca Aquino Luque OMB Reviewer Corporate Compliance and Continuous Improvement Megan Gaillard County Manager's Office Amy Patterson Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 03/28/2024 8:13 AM Completed 03/29/2024 3:04 PM Completed 04/03/2024 8:17 AM Completed 04/03/2024 8:18 AM Completed 04/03/2024 8:47 AM Completed 04/03/2024 10:21 AM Completed 04/03/2024 10:57 AM Additional Review Completed 04/03/2024 11:55 AM Completed 04/03/2024 3:34 PM 04/09/2024 9:00 AM Packet Pg. 1113 16.E.1.a SECOND AMENDMENT TO MASTER COMMERCIAL CARD AGREEMENT THIS SECOND AMENDMENT (the "Amendment") to Master Commercial Card Agreement (Client's/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 and entered into this _ day of , 2024. 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. Term and Effective Date. The parties hereto acknowledge and agree that the term of the Agreement shall be extended for an additional term of five (5) years commencing on June 26, 2024 ("Effective Date") . Thereafter, the Agreement may be renewed for up to two (2) successive one (1) year terms, upon mutual written agreement by the Parties, unless either Party terminates in accordance with the terms of the Agreement. The County Manager, or designee, may, at his discretion, extend the Agreement under all of the terms and conditions in this Master Agreement for up to one hundred and eighty (180) days. The County Manager, or designee, shall give the Bankwritten notice of the County's intention to extend the Agreement prior to the end of the Agreement then in effect. 3. Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit 1, incorporated herein by reference, which shall take effect commensurate with the Effective Date of this Amendment. 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. 6. 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. 6. Restatement. This Amendment amends and restates Section 11.M of the Agreement in its entirety. The Bank shall provide services in accordance with the terms and conditions of this Master Agreement, the County's Request for Proposal #18-7263, the Invitation to Negotiate #23-8137 its Attachment(s), Exhibit(s) and Addenda and the Bank's pricing exhibit attached hereto as Exhibit 1, 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, followed by the Invitation to Negotiate #23-8137, the County's Request for Proposal #18-7263, its Attachment(s), Exhibit(s) and Addenda. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE c d E t U ca r Q [24-PRC-054201185157811 ] Page 1 &5 C7 O Packet Pg. 1114 16.E.1.a IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date, JPMORGWHASE B K, N.A. By i Name?, - t t Li"�iEnVr-�t� 1 Title �XEFC-1 T V 5 t REEF0Q1 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. CLIENT/COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 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 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. Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client. Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller By: Dated: (SEAL) Approved as to Form and Legality: Carly Jeanne Sanseverino Assistant County Attorney 311 r [24-PRC-05420/1851578/1 ] Page 2of5 CAO Packet Pg. 1115 16.E.1.a 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 Net Charge Volume" means the sum of U.S. Net Charge Volume and U.S. Net Virtual Card Charge Volume. "Combined Total Charge Volume" means the sum of U.S. Total Charge Volume and U.S. Total Virtual Card 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. "Discount Interchange Rate Transactions" means Transactions made on any and all Cards or Accounts with either an interchange rate below 2.00% under applicable Credit Card Network rules or a Supplier Fee below 2.00%. Those Transactions include but are not limited to Large Ticket Transactions, level 3 Transactions, MasterCard and Visa Partnership programs, and any other programs entered into by the Networks, Client, merchants, Bank, or others whereby the parties to those programs have agreed to interchange rates or Supplier Fees below 2.00% for certain transactions. "Discount Interchange Rate Transaction Volume" means total Discount Interchange Rate Transactions made on any and all Cards or Accounts, net of returns, cash advances, convenience check amounts and Fraudulent Transactions, Discount Interchange Rate Transaction Volume is comprised of two categories based on either the interchange rate or Supplier Fee of each transaction as follows: • "Discount Interchange Transaction Volume Category 1" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee at or above 1.00% (interchange fate or Supplier Fee from 1.00% - 1.99%). • "Discount Interchange Transaction Volume Category 2" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee below 1.00% (interchange rate or Supplier Fee from 0.00% - 0.99%). "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. "J.P. Morgan Virtual Connect Network" means Bank's proprietary payments technology platform to which merchants may register to receive payment from Client in connection with Client's Program(s). "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 #s 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. "Supplier Fee" or "Merchant Transaction Foe Rate" means the fee established by Bank, in its sole discretion, payable by merchant accepting payment from Client for Transactions made through the J.P. Morgan Virtual Connect Network. "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 and Fraudulent Transactions. U.S. Net Charge Volume does not include any Discount Interchange Rate Transaction Volume or U.S. Net Virtual Card Charge Volume. "U.S. Net Virtual Card Charge Volume" means total charges made on any and all U.S. dollar issued Virtual Card Accounts, net of returns, cash advances and Fraudulent Transactions. U.S. Net Virtual Card Charge Volume does not include any Discount Interchange Rate Transaction Volume. "U.S. Total Charge Volume" means the sum of U.S. Net Charge Volume and Discount Interchange Rate Transaction Volume associated with the U.S. Purchasing Card Program(s). "U.S. Total Virtual Card Charge Volume" means the sum of U.S. Net Virtual Card Charge Volume and Discount Interchange Rate Transaction Volume associated with the U.S. Virtual Card Account Program(s). c d E t U ca r Q (24-PRC-05420/185157811 ] Page 3 of 5 (Z� 0) Packet Pg. 1116 16.E.1.a 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. U.S. Purchasing Card and U.S. Virtual Card programs Volume Rebate Rate applied to annual Combined Net Charge Volume by Program Settlement Terms Annual Combined Total Charge Volume @ 30 & 25 Settlement Terms $1,000,000 1.45% $4,000.000 _ 1,60% $7,000,000 1.70% $10,000,000 1,80% $12,500,000 1.83% $15,000,000 - - - - 1.85% $17,500,000 1.86% $20,000,000 1,87% $25,000,000 1.88% $30,000,000+ 1.89% B. Discount Interchange Rate Transaction 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 Discount Interchange Rate Transaction Volume associated with each Program. The rebate will be calculated as the Discount Interchange Transaction Rebate Rate (with categories as determined according to the following schedule) multiplied by the annual Discount Interchange Rate Transaction Volume for each respective category associated with each Program, subject to the rebate adjustments below. U.S. Purchasing Card and U.S. Virtual Card Programs Discount Interchange Rebate Categories Category 1 Category 2 3. REBATE ADJUSTMENTS A. Averaae File Turn Adlustmont @ 30 & 25 Settlement Terms 0.85% 0.15% 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 Discount Interchange Transaction Rebate Rate will be adjusted (eithe( increased or decreased as applicable) based on the Average File Turn of Client's Programs) 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 Discount Interchange Transaction Rebate Rate will each be increased by 0.0050% for each whole number less than 40. If the actual Average File Turn for such Program(s) is greater than 40, the Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will each be decreased by 0.0050% for each whole number greater than 40 but less than 46. (24-P RC-05420/1851578/1 ] Page 4 of 5 Packet Pg. 1117 16.E.1.a 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). B, Interchange Rate or Supplier Fee Adjustment In the event of a reduction in either interchange rates by the Credit Card Networks or Supplier Fee, Bank reserves the right to adjust the rebate rates and fees accordingly. 4. GENERAL_ REBATE TERMS A, Annual Rebates L Rebates will be calculated annualty 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. 8. 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. 1ii. 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 must be made by automatic debit. 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 are 30 & 25 for the U.S. Purchasing Card and U.S. Virtual Card Pfogram(s). 6. FEES A. United States STANDARD SERVICES AND FEES Late payment charge International transaction Standard card Central bill: 1 % of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter 1.51. of the US Dollar amount charged (WAIVED for U.S. Virtual Card transactions on Visa only) �O.DO 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. [24-PRC-054201185157811 ] Page 5 of 5 Cq Packet Pg. 1118 16.E.1.b Final Ranking Procurement Services Division RPS #:23-8137 Title: Purchasing Card Services Becca Alina Selection Name of Firm Paul Ducca Total Committee Zimmerman Gonzalez Final Rank JP Morgan Chase Bank, N.A. 1 1 1 3 1.0000 Truist Bank 2 3 2 7 2.0000 TD Bank, N.A. 3 2 3 8 3.0000 The Central Trust Bank DBA Central Bank 1 4 4 4 12 1 4.0000 Procurement Professional Kristofer Lopez Date 12/6/2023 Page 1 of 1 Packet Pg. 1119 16.E.1.c CoLiier County Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS INVITATION TO NEGOTIATE (ITN) FOR Purchasing Card Services SOLICITATION NO.: 23-8137 PATRICK BOYLE, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-8941 Patrick.Boyle@colliercountyfl.gov (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. Packet Pg. 1120 16.E.1.c SOLICITATION PUBLIC NOTICE INVITATION TO NEGOTIATE (ITN) NUMBER: 23-8137 PROJECT TITLE: Purchasing Card Services PRE -PROPOSAL CONFERENCE: Julv 19, 2023 at 10:00am EST LOCATION: PROCUREMENT SERVICES DIVISION, CONFERENCE ROOM A, 3295 TAMIAMI TRAIL EAST, BLDG C-2, NAPLES, FLORIDA 34112 ITN OPENING DAY/DATE/TIlMIE: August 8, 2023 at 3:00pm EST PLACE OF ITN 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: https://www.bidsync.com/bidsync-cas INTRODUCTION As requested by the Procurement Services Division (hereinafter, the "Division"), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, "County") has issued this Invitation to Negotiate (hereinafter, "ITN") 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. BACKGROUND Collier County is seeking competitive proposals from qualified providers for a procurement card (P-Card) program. This program is administrated by the Procurement Service Division and must contain a high level of internal controls ensuring compliance with all relevant federal, state, and local regulations and align with Collier County's policies and procedures. Historically, County departments have spent approximately $5,500,000 annually 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 Purchasing Card Program which will result in increased volume. TERM OF CONTRACT The contract term, if an award is made it is intended to be for an initial five (5) years with two (2) one (1) year renewal option. Prices shall remain firm for the initial term of this contract. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. The County Manager, or designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or designee, shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. DETAILED SCOPE OF WORK Section 1. Primary Objectives. 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 c 0 M 0 M op M N c m E U 2 .r Q payment tools). Packet Pg. 1121 16.E.1.c The County's expectations for the successful provider 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 County 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. The County currently utilizes a VISA Purchasing Card Program provided by JP Morgan Chase Bank. Our program is operating at an average current monthly expenditure amount of $435,000 with 378 cardholders. The County currently receives an annual rebate of approximately $100,000 with an annual spend of around $5,500,000. The average cardholder currently has a $3,000 monthly credit limit. Large dollar purchases are processed through the Procurement Services Division and the Clerk of Courts Accounts Payable Division (a separate constitutional office). The County anticipates a steady increase in purchasing card expenditures through modification of current cardholder profiles were deemed appropriate, and the use of electronically -managed programs. The program is centrally administered by the Procurement Services Division who works in conjunction with County Departments/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/division levels and through Procurement Services Division and the Clerk of Courts Accounts Payable Division. The awarded provider must designate a Contract Administration contact for the duration of the resultant agreement. 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. Section 2. Mandatory Elements. • Proposer agrees that no date, information, or distribution list related to the resultant agreement may be sold or otherwise distributed by the proposer to a third party, including any divisions owned by or affiliated with the proposer. • No information other than routine billing and statements shall be sent to the Collier County cardholders without the prior Q approval of the County's Contract Administrator. • The proposer agrees to integrate its direct bill file system with the County accounting system at no cost to the County. c Billing files supplied as direct electronic feeds, or from proposed reallocation software will be generated in the format required by the County. W • The proposer agrees to offer a software solution that is compatible to SAP S/4 Hana financial software. on • The County requires access to all standard reports on a real-time basis via a web -based software application provider by the M proposer. Collier County currently uses Xponential to upload its Visa files. The County needs reporting applications N. accessible by multiple users from multiple locations throughout the County at no cost to the County. r_ • 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. • 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, C° o Proposer agrees to assume responsibility for all charges, without a deductible, incurred after notification M 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 M terms of the notification will be per mutually agreed upon contracted terms. N o Proposer agrees to provide a liability waiver program for charges incurred by a cardholder that do not m benefit the County directly or indirectly. Describe the terms, amount of coverage and deductibles for your E liability waiver program. Also, describe other tools that would enable the County to establish policy and J-- control and monitor purchases to minimize risk or detect any misuse or abuse. Q • The County processes each individual transaction through Xponential, validating the individual purchase and its public purpose. • Transactions are reviewed by the Department/Division, Procurement Services Division, and the Clerk of Courts' Accounts Payable Division. The payment is not based on the actual transaction date but the balance is paid by the due date. These transactions are submitted to the Board of County Commissioners the 2nd and 4' Tuesday of each month for approval to pay the Banking provider. Only fully approved transactions are posted for payment to the Bank. Payments are made, based on these individually approved transactions, after the Board of County Commissioners approval to the Banking provider. Statement dates are from the 51" of the month through the 4' of the next month. Packet Pg. 1122 16.E.1.c The County does not pay from statements and cannot accept late payment fees. The resultant agreement will need to allow for a billing cycle that coordinates with the County's Board of County Commissioners' bi-monthly meetings and incorporates a 30/25 term of payment (30-day cycle with payment due within 25 days) which also runs concurrently with the Board County Commissioner meetings. Section 3. Future Services. While the County does not currently subscribe to an ePayables/SUA (single use accounts) solution, the County would like information on the programs offered through the entire Procure to Pay process. The County would also be interested in a Travel Card option. INVITATION TO NEGOTIATE (ITN) PROCESS 1.1 The Proposers will submit proposal which will be scored based on the criteria in Grading Criteria for Development of Shortlist, which will be the basis for short -listing the vendors. The Proposers will need to meet the minimum requirements outlined herein in order for their proposal to be evaluated and scored by the COUNTY. The COUNTY will then grade and rank to at least the top three short-listed vendors and enter into negotiations with the top ranked vendor or multiple vendors to establish cost for the services needed. The COUNTY reserves the right to issue an invitation for oral presentations to obtain additional information after grading and before the final ranking. With successful negotiations, a contract will be developed with the selected firm, based on the negotiated price and/or scope of services and submitted for approval by the Board of County Commissioners. 1.2 The COUNTY will use a Selection Committee in the ITN selection process. 1.3 The intent of the scoring of the proposal is for respondents to indicate their interest, relevant experience, financial capability, staffing and organizational structure. 1.4 The intent of the oral presentations, if deemed necessary, is to provide the vendors with a venue where they can conduct discussions with the Selection Committee to clarify questions and concerns before providing a final rank. 1.5 Based upon a review of the proposals, the COUNTY will rank the Proposers based on the discussion and clarifying questions on their approach and related criteria, and then negotiate with one or more vendors as authorized in Section 11, Paragraph 7 of County Procurement Ordinance Number 2017-08. 1.6 The COUNTY reserves the right to negotiate any element of the proposals in the best interest of the COUNTY. GRADING CRITERIA FOR RANKING PROPOSALS: 1.7 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 0 Points 2. Certified Woman and/or Minority Business Enterprise 5 Points 3. Business Plan 25 Points 4. Financial Cost of Services 20 Points 5. Experience and Capacity of the Firm 20 Points 6. Customer Service Support 20 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 selection 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. ***Proposals must be assembled, at minimum, in the order of the Evaluation Criteria listed or your Proposal may be deemed non -responsive*** Packet Pg. 1123 16.E.1.c EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY OTotal 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 WOMAN AND/OR MINORITY BUSINESS ENTERPRISE (5 Total Points Available) Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Woman and/or Minority Business Enterprise. EVALUATION CRITERIA NO.3: BUSINESS PLAN (25 Total Points Available) In this criterion, include but not limited to: • Describe your company's complete implementation process, including a sample timeline, description of various implementation tasks for both the issuer and the customer and the key milestones to ensure implementation timeliness. Provide a sample plan. • Describe your card issuance process, including timing for new cards, lost/stolen cards, replacement cards (including "emergency" replacement), renewing and de -activating cards. • Describe your company's web -based software application compatible with SAP S/4 Hana 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 expected. • 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.4: FINANICAL COST OF SERVICES (20 Total Points Available) Q In this criterion, include but not limited to: 0 The County expects no setup fees or implementation costs. No transaction fees or card fees including standard card design, 0 i4) charges for use of software programs, or access to electronic billing, reporting and payment tools. • Provide a copy of your proposed Master Commercial Card Agreement and all supplemental terms and on M conditions, if applicable. c00•i • Provide all standard fees associated with your purchasing card. • Describe in detail your recommended financial offer. Please outline any minimum g charge volume requirements and transaction fees. a • Enumerate fees for optional, value-added products/ services. • Proposal should include but not be limited to signing bonus, cost of conversion bonus, volume incentives, supplier referral incentives, renewal bonus, rebates. �0 • Provide any fees for expedited card requests. M • Provide a rebate schedule. 00 M N EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM (20 Total Points Available) c In this criterion, include but not limited to: m E • Provide information that documents your firm's qualifications to produce the required deliverables M including abilities, capacity, skill, financial strength, and number of years of experience in providing the Q required services. • Identify the personnel responsible for implementation and describe their roles and responsibilities. • 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 Packet Pg. 1124 16.E.1.c 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? The County requests that the vendor submits no fewer than three (3) and no more than ten (10) completed reference forms from clients during a period of the last 5 years whose projects are of a similar nature to this solicitation as a part of their proposal. Provide information on the projects completed by the Proposer that best represent projects of similar size, scope and complexity of this project using form provided in Form 5. Proposers 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. 6: CUSTOMER SERVICE SUPPORT (20 Total Points Available) In this criterion, 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 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 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. Packet Pg. 1125 16.E.1.e 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 , 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 111 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 Packet Pg. 1126 16.E.1.e IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date. JPMORGA CH E ANK, By // n , / Name P4tV 8Ic-i Title y/� C�/ktK�rc-�,� l,+t�"rx /4.Cs�l�r�lJrtS�� A'w' 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 COUN BOARD 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�i --Mrk of Court & Cotilptl b410pM1t4 11 S + BIVA Dated:` (SEAL) "° , Note: The person sinning,, the attestation shall be someone different from the person signing above on behalf of Client. A oved as to F rm an Legality: N Sc . Teach Deputy County Attorney Page 2�of 5 Packet Pg. 1127 16.E.1.e 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 Packet Pg. 1128 16.E.1.e 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 Packet Pg. 1129 16.E.1.e 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 Packet Pg. 1130 16.E.1.e CERTIFICATE OF LIABILITY INSURANCE06 E(MM/DO/YYYY) E/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 endorsement(s). PRODUCER CONAMNE:TACT AOn Risk Services Northeast, Inc. New York NY Office PHONE FA% (AIC. No. Ext): (866) 283-7122 (A C. No.): 800-363-0105 E-DDMAIL ARESS: One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA: National union Fire Ins Co of Pittsburgh 19445 JPMorgan Chase & CO. and subsidiary, affiliated, and associated companies therof 480 Washington Blvd, Floor 10 MAIL CODE- NYl-FO14 INSURERB: AIU Insurance Company 19399 INSURERC: American Home Assurance co. 19380 INSURER 0: New Hampshire insurance Company 23841 INSURER E: Jersey City NJ 07310-1616 USA INSURER F: COVERAGES CERTIFICATE NUMBER: 570082067100 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. NOTVVITHSTANDING 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 INS& L7R TYPE OFINSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY E%P (MM/DDlYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y GL1728919 06/01/2020 06/01/2021 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED $1,000,000 CLAIMS -MADE ❑X OCCUR PREMISES (Ea oaurrence) Blanket Contractual Liability X MED EXP(Any one person) Excluded X Host Liquor Liability Included PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 POLICY [] PRO � LOC JECT l-1I PRODUCTS - COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY Y CA 4594314 06/01/2020 06/01/2021 COMBINED SINGLE LIMIT (Ea accident) $S,000, OOO All other States A X ANY AUTO CA 4594315 06/01/2020 06/01/2021 BODILY INJURY(Per person) BODILY INJURY (Per accident) OWNED SCHEDULED MA A AUTOS ONLY AUTOS CA 4594316 06/01/2020 06/01/2021 DAMAGE HIREDAUTOS NON -OWNED AUTOSONLY VA lP raEccide t ONLY I BE18895673 06/01/2020 06/01/2021 EACH OCCURRENCE $10,000,000 A X UMBRELLA LIAB X OCCUR AGGREGATE $10,000,000 EXCESS LIAB FJ CLAIMS -MADE ICED I X RETENTION $10,000 e WORKERS COMPENSATION AND wc045886615 06/O1/2020 06/O1/2021 X PER STATUTE RE - YIN All Other States E.L. EACH ACCIDENT $1,000,000 C ANY ETOR/PARTNER/ N ANY NIA wc045886617 06/01/2020 06/01/2021 EXECUTIVE In NH) RRAEMBER EXECUTIVE (Mandatory in NH) CA E.L. DISEASE�EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS helov E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS 1 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, Government, OR Collier County included as Additional Insured under the captioned Commercial General Collier County and 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 I AUTHORIZED REPRESENTATIVE of county Commissioners 3295 Tamiami Trail E. /�yn A//+j� �T yv Naples FL 34112 USA qe �cIGGLZtCCeO r✓/iLGz'441 9 ©1988.2015 ACORD CORPORATION. All rights reserved ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD o 10 0 0 0 t` N Packet Pg. 1131 16.E.1.e AGENCY CUSTOMER ID' 10243827 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY Aon Risk Services Northeast, inc. NAMED INSURED JPMorgan Chase & Co. POLICY NUMBER See Certificate Numbe 570082067100 CARRIER see Certificate Numbe 570082067100 I NAIL CODE EFFECTIVE WE 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 the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADOL INSD SUHR WVD POLICYNUMBER POLICY EFFECTIVE DATE POLICY' EXPIRATION DATE (111M1)D/1'1'YY) 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 we 045886619 MA ND OH WA WI WY SIR applies per policy to 06/01/2020 Ins & Condit 06/01/2021 ons B N/A wc045886614 MN 06/01/2020 06/01/2021 ACORD 101 (2008101) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. Packet Pg. 1132 16.E.1.f 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 �Jan.L Quy- , 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 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. Page 1 o Packet Pg. 1133 16.E.1.f 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 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. 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 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�t�, Page 2 99[ir Packet Pg. 1134 16.E.1.f 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. 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 Page 3 of 6p Packet Pg. 1135 16.E.1.f 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 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 may be 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: (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 Page 4 of 13 90l Packet Pg. 1136 16.E.1.f 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. 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.D 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. I. 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. 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, that the 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 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 Page 5 of 13 Packet Pg. 1137 16.E.1.f 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. 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 TO 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 I1-1-0286 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 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 Page 6 of 13 ( Packet Pg. 1138 16.E.1.f 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. 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 a) 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 Florida Public Records Law Chapter 119, including specifically those .2 contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF M CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE U PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN N OF PUBLIC RECORDS AT: L 3 a Communication and Customer Relations Division N 3299 Tamiami Trail East, Suite 102 '. Naples, FL 34112-5746 00 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: a> 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 Q records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost o 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 •r disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the E 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 c or keep and maintain public records required by the public agency to perform the service. if the Contractor transfers all E public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public Q 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 U agency's custodian of public records, in a format that is compatible with the information technology systems of the public cn agency. u7 Cl) O. The Parties shall not assign this Master Agreement or any part thereof, without the prior consent in writing of the non -assigning Party. N 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- L 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 all) of Bank's rights and obligations hereunder to JPMorgan Chase & Co., ("JPMorgan") in the event U (and only in the event) that: (i) JPMorgan acquires Bank (whether by way of merger, consolidation, amalgamation, other corporation l transaction, purchase or in any other manner); (0) upon such acquisition, Bank ceases to exist as a separate legal entity; and (iii) c 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 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 ;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.to Q. Insurance. During the term of this Master Agreement the Bank will maintain the following minimum levels of insurance (i) workers' N 00 compensation insurance for Bank's employees equal to applicable Florida Statutes, Chapter 440 and all Federal Government r Statutory Limits and Requirements and an employer's liability policy in an amount not less than $100,000.00; (ii) 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 (0 Payment Card Industry (PCI) Fines and Bank reserves the right to cancel, non -renew or modify all or any part of the policy at any time. Q Page 7 of 13 v Packet Pg. 113971 16.E.1.f IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be executed by their duly authorized representatives as of the Effective Date. JPMORG SE BANK, N.A. By Name JuC Mischel Title Executive Director Ummercial 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: - CRYSTAL K. INTERIt'LERK t ' By: //-� Dated: � 4� (SEAL)Attest'as to Chairman's signature only. Ap ved s o For nd galit i Coun Atto e N �t - Prnt Name BOARD O OLIN COMMISSIO COLLIE OLIN , FLOM /Jn) G 7 n .r �5 Chairman Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client. 1, Page 8 of 13 Packet Pg. 1140 16.E.1.f 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 Cards 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 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. O V Page 9 of 13 Packet Pg. 1141 16.E.1.f 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 Rate 30 & 14 Settlement Terms 9 - -- $1,000,000 1.46% it $4,000,000 1.58% 4 c- -- -- -- --- — - -- -- ------ -- -- --- k $10,000,000 1.68% t $15,000,000 1.72% -------------------------------- j-.-_ $20,000,000 ` 1.74% j e $25,000.000 1.76% 8 $30,000,000 1.77% e $35,000,000 --- -- --- �---------- $40,000,000 1.81% ---1.81--------- - - $45,000,000---1.82% $50,000,000 1.83% — $75,000,000 1.85% $100,000,000+ 1.88% 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 o 0.50 /o @ 30 & 14 Settlement Terms 3. REBATE ADJUSTMENTS A. Average File Turn Adjustment i. 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) and 29. If Client's actual Average File Turn for such Program(s) is less than 29, the Volume Rebate Rate and TPage 10 of 13 Packet Pg. 1142 16.E.1.f 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.i 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 Adjustment 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 Adjustment 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 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. 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). 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 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 0611, Packet Pg. 1143 16.E.1.f 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: 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 C.r Packet Pg. 1 4 16.E.1.f 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. Page 13 of 13 YCIII Packet Pg. 1145 16.E.1.f A� ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D05/29/2018 018 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 endorsement(s). PRODUCER Aon Risk services Northeast, Inc. New York NY Office 199 Water Street New York NY 10038-3551 USA CONTACT NAME: PHONEo. (866) 283-7122 FAX 800-363-0105 (AIC. NExt): A/C. No.): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED 7PMorgan Chase & Co. INSURERA: National Union Fire Ins Co of Pittsburgh 19445 INSURER B: New Hampshire Insurance Company 23841 and subsidiary, affiliated, and associated companies therof 270 Park Avenue New York NY 10017-2070 USA INSURERC: American Home Assurance Co. 19380 INSURER D: Illinois National Insurance Co 23817 INSURER E: INSURER F: IiV VGRMVGJ ....... .. ... ..�.. �...__.-. --. _ _ _ . 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 LAR TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR INS WVD POLICY NUMBER GL MM/DDIYYYY MM/DDIYYYY O19EACH LIMITS OCCURRENCE $2 , 000 , 000 DAMAGE TRENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) EXCI Uded X Blanket Contractual Liability X Host Liquor Liability Included PERSONAL & ADV INJURY $ 2 , 000 , 000 GEN'LAGGREGATELIMITAPPLIESPER: POLICY ❑ PRO �LOC JECT GENERAL AGGREGATE S2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY CA 7742258 All other States 06/01/2018 06/01/2019 COMBINED SINGLE LIMIT Ea accident $ 5 , 000 , 000 A A X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY CA 7742259 MA CA 7742260 VA 06/01/2018 06/01/2018 06/01/2019 06/01/2019 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident A X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE BE28189527 06 01/2018 56/01/2019 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED I X RETENTION $2 5, 000 B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE in H EXCLUDED? (Mandatory in NH) (Mandatory If yes, describe under DESCRIPTION OF OPERATIONS below N/A WC014590600 All other States WC014590606 ME 06/01/2018 06/01/2018 06701 72019 06/01/2019 X STA UTE EORH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 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) The insurance maintained by 7PMorgan 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 . 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. CFRTIFICATF HOLDER Evidence of Insurance for 7PMorgan Chase & Co. and subsidiary, affiliated and associated companies therof 270 Park Avenue New York NY 10017-2070 USA 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. AUTHORIZED REPRESENTATIVE ' r C� i C O 0 I C t0 L CO G a Cl) to N n 00 r C (D E t U M Q ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1146 16.E.1.f AGENCY CUSTOMER ID: 10243827 _ LOC #: A ADDITIONAL REMARKS SCHEDULE AGENCY Aon Risk Services Northeast, Inc. POLICY NUMBER See Certificate Number: 570071377676 CARRIER see certificate Number: 570071377676 ADDITIONAL REMARKS NAIC CODE NAMED INSURED 7PMorgan chase & Co. EFFECTIVE DATE: Page _ of _ 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 the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFFECTIVE DATE MMIDD/YYYY POLICY EXPIRATION DATE MMIDDNYYY LIMITS WORKERS COMPENSATION C N/A We 014590603 CA 06/01/2018 06/01/2019 B N/A WC014590602 AZ IL N] NY TX 06/01/2018 06/01/2019 D N/A wc014590604 FL 06/01/2018 06/01/2019 B N/A IMA wc014590605 ND OH WA WI WY 06 O1 2618 06/01/2019 B N/A wc014590600 IMN 06/01/2018 06/01/2019 V L C O U C I ca L CO G a cM CD N 00 r C 0) E t V f0 r Q ACORD 101 (2008101) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. Packet Pg. 1147 Page 16.E.1.f 'o CERTIFICATE OF LIABILITY INSURANCE D 05/01/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE: BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ 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 or this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Willis of New York, Inc. PHONE 1-877-945-7378 FAX 1-BBB-467-2378 A/C No Ext : A/C No C/o 26 Century Blvd E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Illinois National Insurance Company 23817 INSURED I INSURER B : JPNorgan Chase & Co. and any of its subsidiaries INSURER C: 270 Park Avenue INSURER D: New York, NY 10017 INSURER E: COVERAGES CERTIFICATE NUMBER: w6076726 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE I -OR [HE rUL.IUY rrtKIUI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM: EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INRD S U B R WVD POLICY NUMBER POLICY EFF MM/DD/YYYYI POLICY EXP (MMIDDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGETO RENTED $ CLAIMS -MADE OCCUR PREMISES Ea occurrence MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ POLICY ❑ PRO ❑ LOC RJECT OTHER: (Ea accident) accidntSINGLE LIMIT $ AUTOMOBILE LIABILITY BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ..,.._ OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY DAMAGE Per accident .. $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ ER_ $ WORKERS COMPENSATION TE ER STATLITEI AND EMPLOYERS' LIABILITY Y / N E.L. EACH ACCIDENT $ ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYEE $ OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory in NH) E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below Security Liability 01-357-20-57 04/27/2018 04/27/2019 Limit $25,000,000 JCyber ess Cyber Security Liability various Ex. Carriers $575,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Evidence of insurance. ICATE HOLD JPMorgan Chase & Co. and any of its subsidiaries 270 Park Avenue New York, NY 10017 F .11V VCI..LM 1 IVI`r V SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED Q ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V 1 UGO'LU IA FiVVRN VVr\r VrMMrIVI\. t,u..y..aa. ..— ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1 871 SR ID: 16090046 BATCH: 692781 16.E.1.f Re: Liability Insurance maintained by 3PMorgan Chase & Co. To whom it may concern: Under service, lease or customer agreements, JPMorgan Chase may be required to maintain liability insurance coverage which is extended to the interest of these third parties as required by a signed agreement. To fully represent the existence and currency of JPMC's insurance, we have arranged for our insurance broker to provide you with an Evidence of Coverage (EOC), which can be viewed and printed from the following website: https://aoniine.aon.com using log in User Name EOCJPMC-Liab and Password Jpmc2279 (please note the password is case sensitive). As you will note, the EOC confirms that the following provisions are part of JPMC's Commercial General Liability insurance policy and that our service, lease or customer agreement obligations extend coverage to protect other interests have been satisfied: A. Blanket Additional Insured where required B. Coverages are primary and non-contributory where required C. Blanket Contractual Liability D. Host Liquor Liability is included in the General Liability policy E. Waiver of Subrogation is included where required F. The Clients, Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), and any other party as required by the signed service, lease, or customer agreement are listed as additional insured as their interests may appear and when applicable. The existence of more than one Insured or other interests shall not serve to increase the limits of liability of the policy. Thank you. Packet Pg. 1 971 16.E.1.f JPMorgan Chase & Co. FAQs Regarding Evidence of Coverage for JPMorgan Chase & Co. 1. What is an Evidence of Coverage (EOC)? An EOC is an ACORD certificate of insurance that is available on the internet, The certificate is issued to the Named Insured rather than to a Certificate Holder. 2. What are the key benefits of an EOC document? 0 It is available 24 hours a day, 7 days a week (subject to web site maintenance and updates). 0 No waiting for verification of coverage. 0 The online process simplifies the generally paper -intensive Certificate process, although a recipient can print a hard copy EOC if desired. 0 Neither our client nor Aon need to track or respond to requests. 3. How long will the EOC be available for access? For the duration of the policy, unless otherwise requested by JPMorgan Chase & Co. or Aon. 4. What happens at renewal time when coverage expires? Based on instructions to the Aon service team by JPMorgan Chase & Co., Aon will post a new EOC when coverage renews. The policies stated in the EOC are in force as of the date printed on the EOC. The username and password will remain unchanged unless our client has requested this and you are thus provided with a new one. 5. What if the EOC does not meet my needs and I require a certificate to be issued with my firm as the certificate holder? Contact information is provided on the EOC page for each client. Please contact those listed to discuss your needs. 6. Can the EOC document be printed? Yes. Click on the Printer icon from the Adobe menu bar and the page is formatted to print on 8 %" x 11" paper. 7. When was the standard ACORD form introduced for EOC? Beginning in January 2012, EOCs are produced in the format of a standard ACORD certificate form. 8. How do I know if I have Additional Insured status if my company's name does not appear on the EOC? If Additional Insured status is granted, it is granted by a blanket Additional Insured Endorsement to the policy. Insurance maintained by JPMorgan Chase & Co. provides Additional Insured status where required, per the terms of signed contracts, leases and/or agreements. The EOC indicates that the insurance policies have been extended to provide Additional Insured status to those entities with whom JPMorgan Chase & Co. has a written contract in place. Please review the Description of Operations section of the EOC carefully as it lists a number of specific policy provisions provided to those parties that have a written contract in place with JPMorgan Chase & Co., including: A. Blanket Additional insured where required B. Coverages are primary and non-contributory where required C. Blanket Contractual Liability D. Host Liquor Liability is included in the General Liability policy E. Waiver of Subrogation is included where required F. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendors, Clients, and any other party as required by the signed contract, lease andfor agreement are listed as additional insured as their interests may appear and when applicable. 9. What are the financial ratings of the carriers listed on the EOC? Ratings are available through A.M. Best Company at www.ambest.com. The financial ratings of the carriers are not guaranteed. Packet Pg. 5071 JPMQRGAN -CII.AS.E BANY, NATIONAL. ASSOCIATION SECRETARY'S CERTIFICATE' L-M& W. Buse, do hereby certify that I anvn duly appbinted Assistant Corp6rate Sectetitry. bf JP-Morgon -Chase Bank National Association- 9: national .�a'nki'g.:association duly organized under the la-vwilpfthe United: States of AnicericA.(fhe "Bank?'), aildfhat.set forth below is.a true and coTrect.cppy of a. resolution duly adopted by the Board of - Directors .of the Bank at a meeting; held on Mat& 20i 201& - I further certify 'that'said*t&s6luti . on, as. of the date hereof, is still in full force and effect. RE SOLVED that loan agreementsi ccisitracts, indentures; mortgage's; deeds, releases, conveyances: assigratients, - transfers,.zertiflo6tes ccrtif'6tibns, declarations,; 16ases, discharges, sdtisfqcfiqns, settleffiebts, scfiedufesi accounts, -affidavits-i bonds, und!prt*ings,.-gnarantces1 ptoxies, rbquisitjons�. demabds, proofs of debt, dlal)lis�; records, notes signifying -Indebtedness of JPMorgan Chase Bank, N.A. (the "Bank7'), and,any other contracts;irigtrumetits dr-doeumbnts. . in -connection-with-the co.ji6get -o.f the business s of the Bank ("DocunieAis"); wMhef of not 9pecifted. in: the resolutions, -of the Pianos Board of Directorse sign64executed; ackhowl�d Verified, delivered of . (the "Board"}, may b , .9e accepted on behalf of the- Bank by the. Chairman of the Board, the Chi6f Executive Officer of the Bahk- ("CEO"), A ftesident, the .Chief :Operating Officer, a' Vice Chairnian Of the Board, -a Vice thairnian, - any member - of the. Firm's Operating Committee. '(an .Operating Committee Member5% any Executive Vice Pre'siddrlt,, the Cfiief Financial Officer, the General Counsel, the:*Treasurep, -the Controller, thp C- W6f -Risk Officer, the S'ecroftart' any, Senior Vic& President, any Managing Director; any Executive Director. any. -Vice Presidefitior'aoy other officer having-.d functional. titje.or-:offficial status whickis at feast -cquivAjent to any of the f6rogoirig c0fpokafe titles, and the seat of the Bank. may ,bb.afffixedtoany: .theteof and a#esied.by-ilie.'Secretaiy,..any Assistant Corporate Sedetary,. ot'any of the foreggingofficers; provided, however, -that. any guarantees,. comfort. letters :or othek letters 4'supp-oft-i . ssued' by the. Bahk- in. respect - of 6ibligations of any -of The- Bank's.. affiliates or. -subsidiaries (`'Support Documents") may'be`.Ca6cuttd: only Where consistent With such resolutions of the Board d#ted 1) coMber....8,. 20.15, as amended; r6fati.fig. to. the• pr6vfiibn df Bank guarantees :and other support issued by the Bank in. -respect-of.p, lig4tionsof'its.subtidiariesand-affiliat6s.." Mliscipe"I is an Executive Director ofthd-82ink, and is-empowered.td actin 4001iformity with the above resol utloi). WITNESS my'batid on d. f-June,. 20 la. 'Peter W. Buse, Packet Pg. 115171 16.E.1.f COffice of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS I, Joseph Otting, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. "JPMorgan Chase Bank, National Association," Columbus, Ohio (Charter No. 8), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate. IN TESTIMONY WHEREOF, today, March 15, 2018; I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. E s a Packet Pg. 1152 1 J.P. Morgan PROPOSAL FOR COLLIEe-,( COUNTY BOARD OF COUNTY COMMISSIONERS Purchasing Card Services SOLICITATION NO.: 23-8137 1 September 7, 2023 "I hroughout our history, JPMorgan Chase has built its reputation on being therefor clients, customers and communities in the most critical times. This unprecedented environment is no different. Our actions during this global crisis are essential to keeping the global economy going and will be remembered for years to come " JAMIE DIMON Chairman and Chief Executive Officer JPMorgan Chase & Co. Table of Contents EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY .................................................. 1 EXECUTIVESUMMARY........................................................................................................................................... 4 EVALUATION CRITERIA NO. 2: CERTIFIED WOMAN AND/OR MINORITY BUSINESS ENTERPRISE ............. 9 EVALUATION CRITERIA NO. 3: BUSINESS PLAN.............................................................................................. 10 EVALUATION CRITERIA NO. 4: FINANICAL COST OF SERVICES (20 TOTAL POINTS AVAILABLE)........... 24 EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM ................................................ 26 EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT................................................................... 49 EVALUATION CRITERIA NO. 7: LOCAL VENDOR PREFERENCE..................................................................... 57 DETAILED SCOPE OF WORK............................................................................................................................... 59 Section 1. Primary Objectives... Section 2. Mandatory Elements. Section 3. Future Services.. 59 60 62 RFPREQUIRED FORMS........................................................................................................................................ 68 Form 1: Vendor Declaration Statement ........................................... Form 2: Conflict of Interest Certification Affidavit ............................ Proof of status from Division of Corporations .................................. E-Verify........................................................................................... Form 3: Immigration Affidavit Certification ...................................... E-Verify Memorandum of Understanding ........................................ Form 4: Vendor Submittal — Local Vendor Preference Certification Form 5 Reference Questionnaire Vendor W-9 Form Insurance and Bonding Requirements Acknowledgment of Addenda ............. Review of Terms and Conditions ........ 68 70 72 73 74 76 77 78 79 81 82 87 KNOWYOUR CUSTOMER(KYC).......................................................................................................................... 87 EXCEPTIONS TO THE ACCOUNT AND SERVICE TERMS AND CONDITIONS ................................................. 87 Table of Contents I i 13. INSURANCE AND BONDING REQUIREMENTS 31. SECURITY AND BACKGROUND CHECKS Appendices Appendix 1: J.P. Morgan Chase Supplier Diversity Program Appendix 2: J.P. Morgan Master Commercial Card Agreement Appendix 3: Financial Proposal Appendix 4: SunBiz Registration Confirmation Appendix 5: J.P. Morgan's Certificate of Public Depository Appendix 6: E-Verify Memorandum of Understanding Appendix 7: Collier County and Lee County Business Tax Receipts Appendix 8: Certificates of Insurance 87 :: Table of Contents I ii Message to COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS September 7, 2023 Patrick Boyle Procurement Strategist Collier County Board of County Commissioners — Procurement Div. 3295 Tamiami Trail East Building C-2 Naples, FL 34112 Dear Evaluation Committee JPMorgan Chase Bank, N.A. ("J.P. Morgan") is pleased to provide the enclosed proposal in response to your Request for Proposal (RFP) for Purchasing Card Services for Collier County Board of County Commissioners ("the County"). Our goal is to deliver competitive and efficient commercial card services solutions to our clients while leveraging technology to gain operating efficiencies and reduce fraud. Since 2018, J.P. Morgan has provided commercial card services to the County and we look forward to extending our relationship well into the future. We are confident that our service and relationship management approach, coupled with our commercial card technology solutions and reporting platform will continue to deliver broad benefits to the County. As your current service provider, you have our pledge that we will continue to be responsive to your needs while helping you grow your program as we've done since the beginning of our business relationship. Our proposal provides the following benefits • Continued seamless integration with your expense management system —saving you valuable time and internal resources required for a new implementation and training. • Enhanced reporting, fraud controls and data protection through our proprietary platform PaymentNet, which provides comprehensive and customizable reporting and extensive online program management features to continue supporting the County's commercial card program. • Dedicated support at all levels, including your current designated card relationship manager, Karen Sbaschnig, Relationship Executive, Ralph Hildevert, and Senior Treasury Management Officer, Charles Million. In addition, the County will continue to receive assistance from our 24/7 cardholder support team. EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY 1 1 1 • J.P. Morgan Virtual Card (e-payables solution), a value-added benefit with the lowest business -to - business industry fraud rate at .002% and the ability to increase operational efficiencies and reduce costs while creating additional revenue opportunities for the County. • Expansion of your current card program through a comprehensive vendor spend analysis and support with a vendor campaign. A very competitive rebate based on spend and incentives to reward higher spend and/or faster payments. After careful and thoughtful review of the County's goals and objectives, we are proud to present our proposal to your Purchasing Card Services RFP. Throughout our response, we have demonstrated our desire and commitment to continue providing you with our commercial card solutions. By selecting J.P. Morgan, the County can be confident that you will continue to be supported by a provider that can deliver market leading value through our experienced personnel, advanced technology, consultative approach and proven solutions that will serve you well into the future. Thank you for your consideration and the opportunity to expand our business relationship. Please do not hesitate to contact me with any questions. Sincerely, JPMORGAN CHASE BANK, N.A. Ralph Hildevert Relationship Executive (305) 579-9320 ralph.hildevert(aMpmorgan.com EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY 1 2 1 Executive Summary Executive Summary Collier County's Request for Proposal (RFP) presents an excellent opportunity for JPMorgan Chase Bank, N.A. (J.P. Morgan) and the County. Collier County (the County) will benefit from a comprehensive Card solution that we have provided to the County since 2018 with high levels of client satisfaction and growth in your card program's total spend. We will continue to address your current needs with scalability and innovative product development to meet your future goals. We also present an opportunity for the County to expand vendor payment options with a virtual card, or ePayables, program. Our proposal is designed to demonstrate: • A thorough understanding of your current business needs • Strategic insight into your future state • Commitment to exemplary and comprehensive client service • Our ability to cultivate a longstanding, consultative relationship Building on a strong foundation We value our relationship with the County as your Commercial Card provider for the past five years. J.P. Morgan has worked with the County to provide state-of-the-art purchasing card services that met your needs for safety and security, as well as the unique payment requirements for the County. Collaborating with the County to achieve your goals OObjective 1: Financial benefits • The County's commercial card program will be based on a competitive rebate schedule as opposed to line item pricing, allowing your organization to leverage efficient payment solutions at no direct cost while generating revenue relative to spend. • We offer competitive rebates with incentives to reward higher spend and/or faster payments. • At no cost, your organization will benefit from a campaign management and supplier recruitment program managed entirely by J.P. Morgan. We provide the resources and commit the time to growing your program —contacting your preferred vendors to encourage card acceptance. Expanded acceptance can increase spend and generate more attractive rebates. Objective 2: Quality service rd • Our most consistent strength is our focus on service, with designated client relations personnel ready to assist in implementing best practices and maximizing growth opportunities. • We provide three tiers of service —a designated relationship manager to oversee program performance, program coordinators for day-to-day operations and round-the-clock phone support for cardholders. Executive Summary 1 4 1 Collaborating with the County to achieve your goals Objective 3: Implementation and training CI • By retaining your current program, you will avoid the time and expenses required of a new implementation process. • Your J.P. Morgan support team will consist of an experienced implementation project manager who will lead the implementation, an implementation coordinator who will manage key resources and deliverables and a technical consultant who will coordinate all technical aspects, including integration with your financial system. • J.P. Morgan supports one of the only dedicated training teams in the industry. Our curriculum includes live, instructor -led sessions tailored to your needs and conducted on site at your location or via webinar. Objective 4: Technology solutions 0 • Our proprietary web -based program management solution, PaymentNet, offers exceptional spend visibility through detailed reporting covering critical areas such as preferred vendors, policy compliance and commodities. • PaymentNet is available 24/7/365 from any device with Internet access. • We offer simplified integration with your SAP and expense reporting system, using file transmissions. • J.P. Morgan can help the County streamline the payment process using a single payment instruction file for multiple payment types. Objective 5: Experienced, qualified provider Q1, • J.P. Morgan is consistently one of the largest commercial card issuers in the United States, with the highest overall market share of any issuer from 2008 to 2020, and the second largest issuer in the United States as of the 3rd quarter, 2021 (Nilson Report„ 2008-2020, 2021). • J.P. Morgan began issuing commercial cards in 1985, purchasing cards in 1992 and virtual card in 2004. Objective 6: Wide acceptance • The J.P. Morgan Commercial Card is accepted at over 60 million locations worldwide. • High acceptance levels help you capture additional card spend that leads to increased rebate. Objective 7: Future growth • Broaden your payables landscape. J.P. Morgan's scale and leadership give our clients access to the latest industry innovations, all offered through a holistic payables approach. • J.P. Morgan offers the services of our Client Consulting team —a specialized group of subject matter experts who offer complete payables analysis and consultation designed to optimize operational efficiencies, capture additional rebate, and improve efficiencies. • Increase card usage by promoting the purchasing card to your employees. We will work closely with the County to develop an internal marketing strategy based on experience and supported by a comprehensive library of enrollment materials. Future considerations Our product and service mix is comprised of traditional plastic cards for procurement and travel expense, coupled with advanced payables products like virtual card. Executive Summary 1 5 1 Virtual Card Manage your payment process more efficiently, using an electronic, credit card -based payment method. Virtual cards can help reduce the cost associated with expensive check payments while generating revenue in the form of a rebate. Virtual card process flow 0 YOU Accounts payable approves invoices and sends payment instruction file ' ERP Reconciliation file is sent for upload where transactions are matched and posted Figure 1 © SUPPLIER Each supplier receives notification with full remittance details and © PAYMENTNET processes the payment We generate a unique, virtual account number for each payment with supplier, pay data and amount Our process allows users to create virtual cards from within their ERP systems. a MASTERCARD Transaction is authorized and confirmation file is sent to us J.P. Morgan offers a true virtual card solution. Each virtual card has a credit limit equal to the approved payment amount. There is just one account per payment, helping to make sure that the merchant has access only to approved funds for a specific payment. Benefits of a virtual card solution include the following: • Replacement of less efficient payment methods (example: paper checks) • The flexibility, float, and rebate of a purchasing card coupled with powerful payment control, anti -fraud, and reconciliation features • Increased payment processing efficiency through automation and integration, improving record accuracy and shortening reconciliation periods while providing security and visibility throughout the payment cycle • Financial returns in the form of a rebate • An efficient way to hold on to cash longer while paying suppliers sooner Client Campaign Management Our approach to supplier enablement, support, and retention is holistic and ongoing, extending throughout the life cycle of our engagement, including services supporting your suppliers directly. With our large supplier network, extensive recruitment experience and broad base of acceptance, we can help you drive maximum adoption and capture more spend. At no cost to your organization, our supplier experience Executive Summary 1 6 1 resources perform in-depth policy and payment reviews, provide quantitative and qualitative analyses, recruit suppliers and work with your organization to retain suppliers. From these efforts, we've seen substantial value delivered back to our clients. The collaborative and customized supplier enrollment strategies have resulted in a 65% average increase in virtual card spend for our clients when we have taken over a relationship with a competitive virtual commercial card program. J.P. Morgan can offer true collaboration with your suppliers to identify the most beneficial payments acceptance approach. 97% of suppliers were "extremely satisfied" or "satisfied" with the quality of service received, resulting in a Net Promoter Score (NPS) of 85% for J.P. Morgan's supplier experience. Developing and advancing our communities JPMorgan Chase and our Commercial Banking team are dedicated to the long-term vitality of our communities. As a market leader in multifamily lending, we help increase the affordable housing supply and grow local organizations through financing. We play a leadership role in our communities not only through our products, programs and extensive investments, but also by the involvement of employees in many community -based organizations and activities. Our employees serve numerous organizations by providing expertise and technical assistance, as well as financial education. Executive Summary 1 7 1 Making a difference DEVELOPING AND ADVANCING COMMUNITIES We're dedicated to the development, advancement and long-term vitality of our communities. We are a market leader in multifamily lending and help increase the affordable housing supply and grow local organizations through financing. .................................................. (�`1� ASSISTING DIVERSE SUPPLIERS We are assisting diverse suppliers in their economic growth and development through our Supplier Diversity initiative, which is based on our long-standing relationships with diverse business development organizations. We've made a commitment to spend an additional $750 million with diverse suppliers. SUSTAINABILITY-FOCUSED COMPANIES Commercial Banking's Green Economy Banking team provides dedicated banking services and expertise to sustainability-focused companies, while supporting firmwide initiatives. Figure 2 Conclusion rr HELPING DIVERSE -OWNED BUSINESSES We are helping diverse -owned businesses gain access through our wealth of resources and events designed to help diverse -owned businesses gain access to capital and supplier diversity initiatives. ............................................................................ �]1�1 FIGHTING FOR RACIAL EQUITY o We're making a financial commitment to fight racial inequality with our five-year, $30 billion commitment to help close the racial wealth gap by drawing on our expertise in business, policy and philanthropy to drive an inclusive recovery, support employees and break down barriers of systemic racism. �14 SUPPORTING VITAL SOLUTIONS 1� We provide financing to local governments, schools and other essential not -for -profit institutions. Using industry expertise, we help streamline their operations and reduce costs to best serve our communities. Thank you for the opportunity to present our solution. We value the relationship that has been developed with the County and are determined to prove that we can be your ideal commercial card services provider. We want your business! Executive Summary 1 8 1 EVALUATION CRITERIA NO. 2: CERTIFIED WOMAN AND/OR MINORITY BUSINESS ENTERPRISE Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Woman and/or Minority Business Enterprise. JPMorgan Chase & Co. and its subsidiaries do not qualify as not a certified diverse supplier; however JPMorgan Chase & Co. has a strong commitment to promoting diverse suppliers within the firm's own supply chain. While JPMorgan Chase does not intend to engage any subcontractors directly (diverse or otherwise) for the express purpose of delivering the services provided under this RFP, JPMC does have a robust supplier diversity program and utilizes diverse suppliers as part of its day-to-day operations. We have senior management commitment, policies, procedures, strategies, and results that demonstrate that Supplier Diversity is an important part of our Diversity Equity and Inclusion strategy. We are proactive in our outreach to diverse businesses, regularly engaging them with internal and external decision makers. Our efforts help to build a strong and vibrant diverse supplier network that creates mutually beneficial business relationships and increases shareholder value. JPMorgan Chase's spend in 2022 with underrepresented businesses included $1.713 with ethnic minority -owned businesses, $1.113 with women owned, $984M with small businesses, $113 M with veteran -owned, and $32M with businesses owned by people with disabilities. For more information on JPMorgan Chase's Supplier Diversity program, please see Appendix 1. EVALUATION CRITERIA NO. 2: CERTIFIED WOMAN AND/OR MINORITY BUSINESS ENTERPRISE 1 9 1 EVALUATION CRITERIA NO. 3: BUSINESS PLAN In this criterion, include but not limited to: • Describe your company's complete implementation process, including a sample timeline, description of various implementation tasks for both the issuer and the customer and the key milestones to ensure implementation timeliness. Provide a sample plan. Because the County is a current J.P. Morgan client, you will not require an implementation process for your existing program. As you move forward in evaluating different proposals, it is important to consider the time and expenses the County could incur by implementing an entirely new program. In comparison: • No resource expenditures will be required for your program. • By continuing to collaborate with us for your card program, you will be able to focus on realizing added value through growth opportunities and expert consultation services. • Describe your card issuance process, including timing for new cards, lost/stolen cards, replacement cards (including "emergency" replacement), renewing and de -activating cards. All participating employees that successfully navigate the application and approval process will be issued a card. In compliance with the requirements of the Office of Foreign Assets Control (OFAC), J.P. Morgan must collect the following information for each cardholder: • Date of birth • Home address Please note that a social security number (SSN) is not part of the required information and is not needed for sanctions screening. For security and authentication purposes (mainly for identity validation during the card activation process and when a cardholder contacts our Customer Service team), J.P. Morgan asks cardholders to provide two specific security identifiers, such the last four digits of the cardholder's social security number, another specific four -digit number, mother's maiden name or employee ID number. J.P. Morgan offers three options for ongoing card issuance, which are described as follows. Spreadsheet applications J.P. Morgan can provide the County a spreadsheet application to be submitted by your program administrator. The County can use this option for ongoing issuance to enroll multiple cardholders. Simply encrypt the spreadsheet and email to us for processing. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 10 1 • Bulk Card delivery for 10 or more cards to a central location is different from Bulk Application Process • Bulk Applications can be submitted for <10 cards if it is under the same company number • Two or more card applications can be processed via Bulk Spreadsheet Application process Cardholder information required • Legal first and last name • Account security details (e.g., last four digits of an employee • Date of birth ID or social security number and first four letters of the • Home and business address mother's maiden name, or other letter/digit password) • Phone number • Spend limit • Cardholder department and cost center (optional) Online applications Program administrators can request a new individual account online via PaymentNet. Once completed, the application is routed to a designated manager and/or program administrator for approval. Account Request Manager Building upon the card creation capabilities for program administrators within PaymentNet, J.P. Morgan continues to offer the Account Request Manager (ARM) online application tool. BENEFITS OF OUR APPROACH Account Request Manager MIGRATE PAPER TO Move the entire application, validation and approval process associated with ELECTRONIC Commercial Card to a secure online platform SAVE TIME AND EXPENSE Eliminate delays and costs associated with distributing, collecting, storing and managing paper applications REDUCE INCOMPLETE Allow cardholders validate applications prior to submission —once an application APPLICATIONS is completed, a hyperlink is sent to employees and responses are immediately stored for subsequent validation INTEGRATE CONTROLS Integrate several workflow options in ARM for the application approval process and provide multiple levels of control, including an electronic signature option using a secure, validated PaymentNet approver role REDUCE EFFORT No need to separately manage an approver list or track approvals outside the system with the integrated approval process CHANGE ON THE FLY Change approval requirements as needed —all changes to applications, application templates, and approvers are recorded for full end -to -end traceability Note that Account Request Manager is available for use with Internet Explorer (version 9 and higher) or Firefox (version 33 and higher). As an expansion, it is certified for the same browsers as PaymentNet. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 11 1 Paper applications Paper applications can be submitted by your cardholders or program administrator through email. Timeline for application submissions J.P. Morgan's New Accounts team performs quality checks on 100 percent of the paper applications it processes, to help make sure user profile details and card parameters are established properly at the time of account setup. Once an application has been submitted, the card is delivered within 4-7 business days via first-class mail, either to a central location or directly to the individual (as determined by your program administrator). We also offer rush bulk card delivery for 10 or more cards sent directly to a central location. For security purposes, cardholders contact J.P. Morgan's voice response unit (VRU) to activate a card upon receipt. Lost or stolen cards The 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. Replacement cards Use PaymentNet to request replacement cards online. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 12 1 Request replacement cards quickly and easily Account Detail - General Information General Information Controls MCC Group Controls I Temporary Controls I History Required Fiel® Account Number 17702 Expiry Date 01113 Current Balance $p_p{} Available Credit $9,317.06 Open Date 05fl}912002 Figure 3 Hierarchy ID' 1UOf16 Status Active 3 of29H4/ H ❑ Rush Card Delivery Information Compa Cards are processed on the same day if received by preset processing deadlines. Cards are typically mailed within five business days of request receipt. Receive card delivery tracking information in PaymentNet when a new or replacement card is requested. The County can obtain updated information from the carrier itself and better anticipate when cards will be delivered. Rapid Account Number Mitigate travel disruptions by allowing easier, secure access to commercial card account numbers. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 13 1 Access replacement card information online via PaymentNet Figure 4 In most cases, account numbers are available for use the next business day when a new or replacement card is issued. Cardholders can simply add their account number to mobile wallet(s) Apple Pay, Google Pay, Samsung, in- app profiles, etc.) or use the information to perform traditional card -not -present transactions. Card expiration and renewal Each card is valid for three -years with the expiration date defined as three years from the issuance date. Replacement cards are also active for three years from the issuance date. Renewal cards are automatically sent to the County's program administrator or cardholders (depending on preference and bulk ship options) the month prior to expiration. Card deactivation Use PaymentNet to cancel a card in real time. The County's program administrator can close accounts or mark as lost or stolen within the system. Our Program Coordinator team aids program administrators with this process, if needed. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 14 1 The County can suspend a card temporarily. Simply use the 'status' drop down on PaymentNet to formally 'suspend' the account. Using this status allows your program administrator to suspend the card indefinitely or by a date range. The County's program administrator can also suspend an account indefinitely in PaymentNet, or set a 'suspend begin' date and 'suspend end' date. • Describe your company's web -based software application compatible with SAP S/4 Hana to upload Visa files. We continue to offer the County PaymentNet, our fully hosted online solution that requires no client -side software and is accessible from virtually any secure Internet browser. Streamline program management Continue automated administration of your card program, simplifying cardholder tasks and streamlining account reconciliation with PaymentNet. Be more efficient with the right tool ® No software to install or maintain PaymentNet's web -based solution means nothing to install • Our fully -hosted system means we take ownership of hardware platform needs, not you • Access PaymentNet on the go with our mobile website—great for cardholders, too Handle everyday tasks more quickly and efficiently • Access key information, address core tasks and make payments directly from the home page • Make real-time profile changes, adjustments of account controls • Reduce the need for repetitive manual effort with mass updates III. Monitor, analyze and report on your program spend -your way • Design custom reports to fit your needs --or choose from standard report options • Save time and schedule reporting to run automatically • Create and save report queries in a way that meets your needs Create hierarchy structures that meet your business needs • Save time and establish defaults to simplify reporting and transaction approval • Built-in hierarchy support gives authorized personnel access to a wide range of administrative options • Hierarchy structures allow cardholders to benefit from convenient, self-service features Set controls with real-time adjustments to promote adherence to expense policy Enforce spend policies before a transaction is even initiated • Limit unauthorized usage while still giving employees exceptional flexibility • PaymentNet puts you in control, from the cardholder to the program administrator to the auditor EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 15 1 Be more efficient with the right tool Gain greater transparency and insights into your program spend Minimize manual tasks while increasing administrative speed and accuracy • Provide transparency and accountability to management with a full range of audit trails • Get the information you need to enable you to break down and analyze your program spend Use a one-step, paperless process to capture the entire card application • Manage every step online —from card application to approval to card request within PaymentNet • Give program administrators full traceability and cardholders online status of their application • Save more time by establishing user access roles for each account during card issuance Upload data to your general ledger to streamline the posting process • Populate your general ledger as often as needed, automatically with the latest transaction data • Specify different record types, order and sorting based on your system requirements • Eliminate time-consuming manual input of data into existing general ledgers Essential functions at your users' fingertips The County continues to benefit from features and functionality not confined to the standard (and often limited) functionality of third -party reporting tools. Experience a new level of efficiency and control with PaymentNet PROGRAM ADMINISTRATOR Manage program ■ Set controls/limits ■ Specify roles/access ■ Address declines in real time ■ Streamline tasks for cardholders ■ Push spend to preferred suppliers ■ Push spend to GL in correct forma ■ Analyze reports TRANSACTION APPROVER Manage transactions ■ Review and manage transactions ■ View and reconcile statements Figure 5 CARDHOLDER Manage account ■ View statements ■ Review, dispute, split and allocate transactions ■ Attach receipts ■ Reconcile transactions MANAGER Manage budget ■ Review and approve transactions ■ Monitor spend Manage compliance ■ View reports ■ View transactions EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 16 1 Simplify account management Appreciate the user-friendly, intuitive navigation developed by the largest U.S. commercial card bank issuer (Nilson Report, Issue 1220, May 2022). Stay current with a snapshot view of your program Discover which accounts may require attention Download and view View account information related to suspension, pending activation, current and previous on one consolidated page nearing their credit limit or being past due statements with one click ask« aJ A[.PIa111JInEs o SuspenhV Ae:[WIK 1 f_SrrpnaN 8iY9 Acceua NM� New A[ceunb fPlrlG.q KWJUCnI 9 Cwmnar.iave K[ W�tS eHT F,auo ILal190 DrySI � C�WP^+5N 0[cnnG Cledl LIaM P f1.5W WO W aauele tree irrasrd et accoums •+m Tertgorary LnRS ' cI.•�a cyce 9Pt+q urza<Iw 1 Massage �a°A11 accwnEs wnn Tengor„s I.1CCG Coalals o xcWlxsxar aoo.e sow ereae lfrw b ual5alemeM alllwM a SiP..]90 si SAMPe. creatYg/.ws9Pga: Pnewle.I tua nlP^Ya* Cam11g le PaymntlJNl Act Wnts a.mn 60 Dl,J 0] EYPeiaoe 9 Pa, StakTlM IC•rc DJf!) a '2S'A'9 SIN JnnJMJ�N�N Ye CM*�9 Sd vJVMMtuN CurMt SN[MYnI 10]�J1]10191 o P w .w. cIM the i•nt a.Io.. Act Wnr: Pau Due I C . 0 Feed I.b•e A[[ Wnis Pau D. G- TM 1 CTrk I ANi0a5 9MtI>tN5 Posted Rlay 21 Me A6EOUat Requeet MeaW Appaca%ns A rkg M App— ILMN oafs) 1 Stalko 11a319a Or:sl e Faaeaa.9190 Da991 P Figure 6 Screenshot is for illustrative purposes only. Some features of the dashboard may not be visible depending on the organization and hierarchy settings. We continue to offer PaymentNet at no charge. You can retrieve files directly from PaymentNet for manual upload into your internal system. Unless deleted by a user, files are retained in the PaymentNet user interface for 365 days. Your valuable data continues to be protected through industry -proven Transport Layer Security (TLS) 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. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 17 1 • 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. Extensive best practice research has shown that the following critical factors are essential for the success of any Purchasing Card program. Best practices to align your objectives to your procure -to -pay strategy Make sure specific purchasing card performance measures are in place to correlate to your overall procure -to -pay objectives. Common procure -to -pay objectives include reduced transaction costs, improved vendor management, increased controls and enhanced user satisfaction. Put the right measurements in place, such as purchase transaction costs, invoice payment costs, spend on cards and user satisfaction data. We are here to help you periodically review card program objectives and performance for continuous improvement. Use virtual accounts to allow you to turn inefficient payment processes into streamlined commercial card benefits. Take advantage of enhanced controls and automated reconciliation for spend above your purchasing card limits through tight integration with your purchasing or payment system. Ask us for information on our virtual card solution at any time. Best practices to automate and simplify payables Create an automated accounts payable and general ledger interface to eliminate the need for manual entry of transaction data. An automated interface expedites payment to the card issuer and identifies potential erroneous transactions in a timely manner. As an example, the elimination of manual transaction data entry into the general ledger enabled one client to shorten purchasing -related payment time from 90 days to three days. They now save approximately $250,000 a year by eliminating the need to manually input purchasing card data. Simplify cost allocation. Generate a simple, fixed mapping of purchasing card accounts to specific cost centers and general ledger codes. Separating statements or individual transactions across cost centers or ledger accounts requires costly input for low -value items. I Eliminate the need for manual entry and manual allocation to cost centers while expediting payment times. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 18 1 Best practices to deploy an audit strategy aligned with organizational policies/risk tolerance Create controls such as authorizations, manager review, audit guidelines and receipt retention that align to your compliance policies. Build a process that fits within your organization's guidelines. More than 80 percent of study participants had well-defined audit objectives that are primarily used to identify non-compliance or employee misuse. Use control and audit as program management tools to encourage increased purchasing card use and monitor program compliance. Identify transactions that should have been placed on the card and notify cardholders of the lost opportunity. You may even choose to reject paper -based purchase orders not placed on a purchasing card. Educate non -compliant users about the benefits of the purchasing card. Audit a statistical sample of statements combined with a consistent, structured audit of high -risk categories, such as repeat offenders, high -dollar transactions and new cardholders. • 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 continue to make account changes using PaymentNet's account maintenance feature. Accomplish tasks, such as spending limit adjustments, profile updates and MCC changes, online and in real time, with changes effective immediately. Available functions include: Available functions for online maintenance • Name and address updates • MCC Group changes • Current balance verification • New card requests • Transaction limit changes • Card replacement requests • Monthly/cycle credit limit changes (temporary and • Account closures permanent) • Authorization/decline activity access Also, cardholders continue to use PaymentNet to view their account data. To maintain control, cardholders cannot make changes. The Account Detail page displays basic account information to your program administrator, such as credit limits, account status and hierarchy level. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 19 1 Account Detail page Account Detail - General Information General Information Controls MCCGroup Contras I TemporaryControls I History ' Required Field Account Number '7702 Expiry Date 01113 Current Balance $0.00 Available Credit $9,317.06 Open Date 0510912002 Account Holder Type' [select... Account Holder Information Full First Name' C. Last Name' I BELL Date of Birth' 011021— (MMlDWYYY) Employee ID �456� Figure 7 Make real-time account updates online, using PaymentNet. MCC blocking Hierarchy ID' 10000 Status Active Reassign Account User ID' cbell1611 3of29H4/ N ❑ Rush Card Delivery Information Comps Account Security Length of Access Code 1 p 9 Digits 0 4 Digits Access Code 1' 9999 tFormery SSWSINF-az IDI Access Code 2 `""" tFormery Mothers Maiden name] The merchant category code (MCC) can continue to be used to block merchants and set card limits. The County specifies acceptable and restricted merchant types and set restrictions for individual cardholders, departments or the entire organization. Leverage up to 180 MCCs per group in as many as nine MCC groups. MCC groups can have a custom name applied for your internal purposes. 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. As a best practice, clients usually establish templates of MCC groups that apply to different cardholder profiles. We are happy to assist you in opening or blocking MCC groups as needed. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 20 1 New card applications A spreadsheet application can be submitted by your program administrator to enroll multiple cardholders simultaneously. Simply encrypt the spreadsheet and email to us for processing. Program administrators can request a new individual account online via PaymentNet. Once completed, the application is routed to a designated manager and/or program administrator for approval. Paper applications can be submitted by your cardholders or program administrator through email. Renewal cards Renewal cards are automatically sent to the County's program administrator or cardholders (depending on preference and bulk ship options) the month prior to expiration. • Provide foreign use policy. Our cards continue to be accepted in every nation around the world, with the exception of the following: • Countries against which the United States has imposed sanctions that prevent card networks from conducting business (OFAC list). • Countries the United States does not formally recognize. A current list of countries that meet this criteria, as well as information about sanctions, is available at the U.S. Department of the Treasury website: https://home.treasury.gov/policy-issues/office-of-foreign-assets- control-sanctions-programs-and-information • Describe your company's ability to capture and transmit commodity code(s) of a purchase transaction if any. Enhanced data records are structured to capture purchase details and allow merchants to provide a commodity code within line -item detail. Merchants can 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. 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 continues to offer several options for tracking/reporting at the commodity level. 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. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 21 1 • Provide a lookup range of archive transaction data. In compliance with federal banking regulations, J.P. Morgan continues to store historical data for up to seven years. Through PaymentNet, the County will continue to have free access to all of your transaction data for the past two years. The County can also archive copies of your transaction data for easy access as long as you require. • Describe any advanced audit capabilities such as Intellink. PaymentNet continues to provide the County enhanced monitoring controls through extensive audit reporting for transactions, accounts, employees, hierarchy, chart of accounts, and payables. View the last 20 changes made to any of these objects using the History page. 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 user ID of the person who made the change and the time that the change was made. To further help promote user compliance, PaymentNet offers seven standard auditing reports: Standard auditing reports that promote user compliance Report Function Display Account Card changes made by date range Account number, change date, a description of Audit the field changed, original data, new data and PaymentNet user ID that made the change Chart of New chart of accounts/changes to existing chart Change date, change time, chart name, Accounts of accounts by date range segment, segment value, field name, previous Audit value, new value and user ID that made the change Employee New employee account/changes to existing Employee changes made during a requested Audit employee account by date range 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 New hierarchy/changes to existing hierarchy by Change date, change time, hierarchy ID, field Audit date range name, previous value, new value and user ID that made the change Login PaymentNet logins by date range All logins during a requested time period and Audit contains login date and time, user ID and session duration Payable New/changes to an existing payable by date Change date, change time, interface, payable ID, Audit range field name, previous value, new value and user Shows changes made on Payable Detail's ID that made the change "Payable" tab, however, will not include changes made on the Payable Detail's "Transactions" and "Notifications" tabs Transaction All transaction changes by date range Transaction ID, change date, a description of the Audit field changed, original data, new data and PaymentNet user ID that made the change EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 22 1 Because PaymentNet offers powerful splitting and reallocation capabilities, we offer the Transaction Allocation report to 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. EVALUATION CRITERIA NO. 3: BUSINESS PLAN 1 23 1 EVALUATION CRITERIA NO. 4: FINANICAL COST OF SERVICES (20 Total Points Available) In this criterion, include but not limited to: The County expects no setup fees or implementation costs. No transaction fees or card fees including standard card design, charges for use of software programs, or access to electronic billing, reporting and payment tools. • Provide a copy of your proposed Master Commercial Card Agreement and all supplemental terms and conditions, if applicable. A copy of J.P. Morgan's Master Commercial Card Agreement including all supplemental terms and conditions can be found in Appendix 2. • Provide all standard fees associated with your purchasing card. Please see our standard fees associated with our card program below. Cash advance fees Cash advance fees are 2.5% of the amount advanced ($2.50 minimum with no maximum). Convenience check fees Convenience check fees are 2% of check amount ($1.50 minimum with no maximum). International transaction/foreign currency/conversion fees When a cardholder conducts a transaction in a currency other than U.S. dollars, the card network typically converts the transaction amount back to U.S. dollars at the time the transaction is processed. The transaction amount is converted to the equivalent U.S. dollar amount using a wholesale or government -mandated conversion rate. 1.5% of the US Dollar amount charged (waived for U.S. Virtual Card transactions on Visa only). Late fees If payment in full is not received, the following late payment charges will be applied: EVALUATION CRITERIA NO. 4: FINANICAL COST OF SERVICES (20 Total Points Available) 1 24 1 • Central bill: 1 % of the past due amount assessed at end of the cycle in which payment first became due and each cycle thereafter • Individual bill: 1 % of the past due amount assessed 28 days after end of the cycle in which payment first became due and each cycle thereafter J.P. Morgan does not charge interest on our commercial cards. Late fees are assessed if payment in full is not received on or before the payment due date. Please refer to our financial proposal in Appendix 3 for comprehensive information about potential standard program fees associated with our Purchasing Card. • Describe in detail your recommended financial offer. Please outline any minimum charge volume requirements and transaction fees. Our recommended financial offer, which includes minimum charge volume requirements and transaction fees, can be found in Appendix 3. • Enumerate fees for optional, value-added products/ services. Fees for optional, value-added products and services are included as part of our financial proposal. Please refer to Appendix 3. • Proposal should include but not be limited to signing bonus, cost of conversion bonus, volume incentives, supplier referral incentives, renewal bonus, rebates. Information regarding bonuses, incentives and rebates can be found in our financial proposal. Please refer to Appendix 3. • Provide any fees for expedited card requests. J.P. Morgan does not charge a fee for rushed card requests. • Provide a rebate schedule. Our competitive rebate allows your organization to continue leveraging efficient payment solutions at no direct cost while generating revenue relative to spend. Please refer to Appendix 3 for our rebate schedule. EVALUATION CRITERIA NO. 4: FINANICAL COST OF SERVICES (20 Total Points Available) 1 25 1 EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM In this criterion, 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. JPMorgan Chase & Co. is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. We serve millions of customers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. JPMorgan Chase & Co. presents a rock -solid foundation with, as of June 30, 2023: • Market capitalization of $422.7 billion. • Deposits of $2.4 trillion. • Loans of $1.30 trillion. • Total stockholder equity of $313 billion. • Tier 1 and total risk -based capital ratios 15.3% and 17.3%, respectively. The ratios presented are calculated under the Basel III Fully Phased -In Approach. Experience J.P. Morgan began issuing Commercial Cards in 1985, Purchasing Cards in 1992 and virtual cards in 2004. The County can be confident that our expertise and knowledge of best practices will continue to help you gain greater control over costs, expenses and overall cash flow. Most importantly, you will consistently and reliably receive the support and understanding from a team of experts —led by your program relationship manager —focused on driving value, strengthening your reputation and reducing your risk. Your program will continue to be protected by, and be fully integrated with, our redundant and proprietary risk and operations model, which meets stringent regulatory standards. J.P. Morgan is a financially sound and compliant organization that invests millions annually to battle cybercrime and fraud. Our enhanced level of control and responsibility means that the County's information is secure, and that any liability for fraud or misuse is reduced. Reference the latest JPMorgan Chase & Co. Annual Report at: http://investor.shareholder.com/'Pmorganchase/annual.cfm EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 26 1 Differentiators We continue to be a leader within the commercial card market supporting more commercial card spend volume in North America than any other bank issuer. We are the largest Visa bank issuer of commercial cards' and one of the top five providers of purchasing cards.' We lead the way in proprietary technology with our virtual cards and PaymentNet platform, including options for purchase order payments and card management, client training and product consulting and distinctive product segments such as a combined One Card. Having developed best practices from working with hundreds of clients, we have shaped our competitive differentiators that help the County continue to drive growth. What differentiates our Purchasing Card solution Experience and market leadership The largest U.S. commercial card bank issuer (1) • Support 7,400+ clients with over 1.5 million commercial cards in the U.S. and Canada • Programs range from a single card to 90,000 cards • Annual spend volumes range from under $1 million to $1.2 billion Financial strength I I Global financial services leader and one of the most strongly capitalized bank -holding companies • in the country • Over $3.9 trillion in assets • Flexibility to pursue technology enhancements and capital investments :e= Client focus Continually pursue innovative concepts and ways to increase operating efficiencies • One of the highest acceptance rates in the industry with over 83 million locations (2) • Streamlined reconciliation, simplified payment processes, and ability to earn a competitive rebate 1 Consultative partnership approach • Relationship -focused bank with a collaborative relationship approach • Experts who will design, implement, and manage a solution to meet your needs • Dedicated in-house card implementation and service support for your program ® Proven functionality and expert support • Proven solutions and time -tested features tailored to the complex needs of clients • Full range of banking services and support through our Commercial Banking and Treasury Services teams • Relationship support to help solve problems quickly and efficiently (1) Nilson Report, May 2022 (Issue 1220), and (2) Nilson Report, October 2019 (Issue 1162) EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 27 1 • Identify the personnel responsible for implementation and describe their roles and responsibilities. Should the County pursue our Virtual Card program, an assigned product implementation specialist and other service team members would conduct regular project status and progress review updates including: • Weekly implementation status calls with the J.P. Morgan implementation team to review overall status and cover key action items and outstanding issues for both technical and business teams • Weekly recruitment reports to summarize and detail progress of the J.P. Morgan supplier recruitment campaign • Describe the various team members' successful experience in working with one another on previous projects. The County's assigned program relationship manager supports your management team and program administrator by providing strategic advice, assistance with customization requests, and guidance on any program -wide questions that may arise. Your program administrator receives further support from a program coordinator to address day-to-day operations and technical matters. Additionally, the County's cardholders can contact our Customer Service representatives 24/7 for inquiries specific to their individual accounts. Benefit from our proven model of specialized support Program relationship managers Oversees your account as your primary contact and strategically manages your program Deeply invested in the growth and optimization of your program to: • Establish key relationships with senior executives to manage the County's satisfaction • Communicate and implement industry best practices • Integrate program growth opportunities to fully maximize payables efficiencies • Connect you with cross -functional teams across the bank, such as Treasury Services Program coordinators Specialized experts provide day-to-day operational assistance to your program administrator Trained on all of our Commercial Card products, with extensive backgrounds in Customer Service, and authorized to make certain that your needs are met in a timely manner: • Manage hierarchy changes • Provide support for reporting and card • Create MCC groups management tools • Perform mass cardholder updates • Serve as liaison between the County and our internal operations groups to handle • Monitor user and organization credit limits disputes and any technical issues • Assist with account reconciliation tasks • Serve as a back-up for your program • Coordinate any ongoing software training relationship manager EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 28 1 Benefit from our proven model of specialized support Available 24/7 to assist your program administrator with questions about our software platform, troubleshooting and online help features Customer Service team Provides 24/7/365 Customer Service assistance, to both program administrators and cardholders The County's cardholders contact our Customer Service team 24/7/365 via a toll -free number for assistance with: • Account matters • Balance inquiries • Lost or stolen cards • Other account -related needs Our Customer Service team can also: • Investigate and resolve issues • Process replacement card requests • Adjust account control parameters • Reprint archived statement requests EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 29 1 Relationship Executive Ralph Hildevert will continue to serve as the lead relationship contact at J.P. Morgan. Ralph is responsible for the County's banking arrangements at J.P. Morgan and the effectiveness of our team in handling the County's banking services. Ralph Hildevert Role Relationship Executive Address 1450 Brickell Ave, Floor 15 Miami, FL 33131-3444 Phone (305) 579-9320 Email ralph.hildevert@jpmorgan.com Responsibilities Ralph will continue to lead the County's relationship banking team with a focus on the quality and delivery of our services. He will: • Serve as your primary point of contact for the bank's full capabilities • Recommend products and services that meet your needs and goals, including financing solutions, treasury management and other banking services • Oversee delivery of products and services, including financing, treasury services and other financial services • Address your overall satisfaction with your J.P. Morgan banking relationship Biography Ralph Hildevert joined J.P. Morgan in 1997. Since 2009, he has worked exclusively with Florida public sector clients like Collier County, providing financial, treasury management and operational consultation for the financing of working capital and fixed assets. He has over 26 years of banking experience and will continue to be responsible for the County's overall relationship with J.P. Morgan. Ralph holds a Master of Business Administration (MBA) 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. Ralph is a member of J.P. Morgan Commercial Bank Government Council, J.P. Morgan Financial Services Corps, J.P. Morgan Ambassador Program and J.P. Morgan South Florida Market Leadership Team. He is also a former member of the Business Committee of Best Buddies International, a nonprofit organization based in Miami dedicated to helping people with intellectual disabilities, the Grameen Foundation's Bankers Without Borders program and J.P. Morgan Commercial Bank Campus Recruiting Diversity Subcommittee. He is proficient in Spanish and has conversational knowledge of Portuguese. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 30 1 Card Relationship Manager With the primary responsibility to coordinate the strategic elements of your program, we have assigned Karen Sbaschnig as the County's designated program relationship manager. Karen's biography is presented below with their experience and qualifications. Having worked on a number of strategic initiatives with many clients, Karen brings that same dedication to you and is excited to help you grow a successful program. Karen Sbaschnig Role Commercial Card Relationship Manager Address 4 New York Plz, Floor 14 New York, NY 10004-2413 Phone (212) 623-1219 Email karen.sbaschnig@chase.com Responsibilities Karen will work in collaboration with the County to optimize your commercial card services and programs by evaluating your overall performance and providing strategic recommendations and resources. She will: • Lead program reviews • Lead strategic planning for your program • Work with you on program growth and best practices • Manage all program initiatives • Add new program features or functionality Biography Karen Sbaschnig joined the Commercial Card Relationship Management team in June of 2018. She has a portfolio of 380 clients and 237 of those clients are government entities. Prior to joining the Commercial Card Team, she worked for Chase's merchant services team for close to 13 years in sales and client management. Karen has her undergraduate degree from Fordham University the College at Lincoln Center and her MBA from Fordham's Gabelli School of Business. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 31 1 Senior Treasury Management Officer Leading the treasury services team, Senior Treasury Management Officer Charles Million will continue to consult with the County on an ongoing basis to maintain industry leading treasury management arrangements specifically tailored to meet the County's needs. He will communicate best practices, new solutions and enhancements to products and services. Charles Million Role Senior Treasury Management Officer Address 3399 PGA Blvd, Ste. 120 Palm Beach Gardens, FL 33410-2819 Phone (561) 775-7515 Email charles.million@jpmorgan.com Responsibilities Charles will continue to assist the County in resolving working capital and efficiency challenges by providing information and offering ideas from J.P. Morgan's Treasury Services team. He will: • Recommend cash flow optimization strategies, including ways to streamline financial processes • Assist you in realizing day-to-day operational efficiencies in alignment with your treasury service goals • Provide targeted information to you about new products, market developments and industry trends • Monitor the County's implementation for successful service delivery Biography Charles Million 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 state and local governments. Prior to joining J.P. Morgan six years ago, 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. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 32 1 Government Banking Associate Matt Kelly Role Government Banking Associate If 100 N. Tampa St, Floor 33 • . Address Tampa, FL 33602 Phone (813) 483-8284 Email matthew.kelly@jpmorgan.com Responsibilities Matt will work with Charles Million, your treasury management officer, to identify and understand the County's cash management objectives, and formulate recommendations and solutions. He will: • Initiate and monitor the implementation of all the County's contracted services • Review the first set of analysis statements for accurate billing • Analyze your existing account structure to uncover cost savings opportunities and potential product enhancements • Support a successful client relationship, including conducting annual client reviews with your treasury management officer Biography Matt Kelly joined J.P. Morgan's Government Banking team in September 2021. He is responsible for working with treasury management officers and relationship executives to provide powerful solutions to government banking clients. From 2020 to 2021, Matt served as a Treasury Analyst for Wells Fargo, where he helped transition clients from the Cayman Islands into Canada, helped to onboard new clients, and provided insights into our clients treasury needs. Matt Kelly earned a Bachelor of Science Degree in Finance and Risk Management/Insurance from Florida State University in 2018. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 33 1 Client Service Associate The County's day-to-day service needs will be handled by your designated client service associate. Krystal Pina serves as the single point of contact for all the County's account inquiries. Krystal Pina Role Client Service Associate Address 8181 Communications Pkwy Bldg B, Floor 02 Plano, TX 75024-0239 Phone (469) 462-0050 Email krystal.pina@jpmorgan.com Responsibilities Krystal will continue to serve as the primary point of contact and as a proactive resource for the County's banking service needs. She will facilitate the timely resolution of all service issues with her understanding of all aspects of our Treasury Services' product functionality and technology. For day-to-day matters, she will: • Resolve the County's inquires including credit/debit confirmations, cancellations of payments, amendments of payment instructions, funds transfer inquires and other treasury service matters • Identify and resolve operational inquiries in a timely manner • Share her specialized knowledge of fraud prevention tools and provide advice on asset and data protection strategies • Facilitate the opening of additional accounts Krystal works with a team of client service associates who will provide consistent, reliable, and timely service support. Biography With over 11 years of banking experience, Krystal will make certain that all your business service needs are handled promptly and thoroughly to your satisfaction. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 34 1 • How many merchants/suppliers currently accept your company's purchasing card? Our Purchasing Card solution is currently accepted at over 6 million locations domestically (80 million worldwide) for Visa and over 13 million locations domestically (90 million worldwide) for MasterCard. • Do you have the ability to restrict spending to preferred suppliers? Please describe. The merchant category code (MCC) can be used to block merchants and set card limits. The County specifies acceptable and restricted merchant types and set restrictions for individual cardholders, departments or the entire organization. Leverage up to 180 MCCs per group in as many as nine MCC groups. MCC groups can have a custom name applied for your internal purposes. 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. As a best practice, clients usually establish templates of MCC groups that apply to different cardholder profiles. We are happy to assist you in opening or blocking MCC groups as needed. • Describe your company's initiative toward incorporating merchants/suppliers that do not currently accept the purchasing card. Suppliers primarily focus on getting paid sooner and streamlining their payables processes. We base our campaign and recruitment strategy on providing a compelling value proposition to suppliers for virtual card acceptance. To that end, we continuously invest in the supplier experience, with features such as a supplier portal, secure email, an onshore supplier support team, tiered commercial pricing and automated settlement capabilities. I Supplier acceptance remains one of the single most important factors in a successful Commercial Card or virtual card program. • Describe how your organization handles supplier education and on -going management. J.P. Morgan continues to offer support for outreach and program education to your suppliers. A team is assigned to the County for this purpose. A Campaign Manager is assigned to your campaign to develop a strategy, align on best practices and monitor progress to grow the program. Our Supplier Experience team encompasses a holistic approach to supporting suppliers. To that end we provide Supplier Support and Supplier Retention services. The Supplier Support Services team is usually the first point of contact for suppliers for any payment processing and payment delivery related questions or issues. From over a decade of experience, we note critical success factors for achieving enrollment goals, and hurdles that have prevented achievement of enrollment goals. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 35 1 Critical success factors for achieving enrollment goals Provide incentives Payment acceleration via virtual card makes the program attractive to suppliers (e.g., net for participation immediate/upon invoice approval). Impose Payment extension (e.g., 60-day payment terms) or paying with less convenient methods, disincentives for like checks, can have a significant effect on supplier participation. non -participation Allocate appropriate Accounts payable and/or procurement representatives from the County who assume an internal resources active role in supplier outreach efforts can greatly contribute to the campaign's success. Implement strong Suppliers are more likely to participate in the County program if you require them to do so policies and and retain your business. Likewise, campaign communications are most successful when messaging they feature words like "mandated," "required," or "strongly suggested." We therefore recommend using the strongest language possible and managing exceptions as they arise. Hurdles that have prevented achievement of enrollment goals Executive An executive sponsor is key in communicating the importance of this payment initiative to the sponsorship key stakeholders within an organization. Without an internal champion, your program may encounter resistance from within your organization. Flexibility in Clients unwilling to change payments find that suppliers are less likely to enroll in their virtual payment terms card programs due to merchant interchange fees assessed to them for processing payments. Designated resource Clients can benefit from a designated resource to address supplier inquires and information requests during the recruitment campaign. Partnership between Open communication and collaboration within both accounts payment and procurement is accounts payable critical for a successful recruitment campaign. Failure to align goals between stakeholders and procurement may lead to conflicting directions that interfere with the ability to develop a successful program. • Describe the spending control and spending limit options available on purchasing card accounts. We continue to 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, department or for the entire organization. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 36 1 Control options by hierarchy level Organization Department Department Department Cardholder Cardholder Cardholder Cardholder Figure 8 PaymentNet provides a variety of controls for all level of your organizational hierarchy. Standard controls available for our commercial cards include: Each organizational level can control ■ Dollar limits ■ Transaction limits ■ Cash advance controls ■ MCC restrictions • 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: Limits can be applied to MCCs with a dollar amount, transaction value or the number of transactions allowed per day • Cash advance controls: You have the ability to control monthly cash advance amounts or totally restrict the ability to use the cash advance options • Guidance line: Suspends your ability to continue to use the card when the total balance reaches its limit The graphic below shows how you can change a cardholder's account limits. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 37 1 Adjusting account limits Account Detail - Controls General Information Controls MCC Group Controls Temporary Controls History ' Required Fields Account Number 7702 Expiration Date 0113 Current Balance $0.00 Available Credit $9,317 06 Open Date 05109R0U2 Account Properties MCC Diversion Group Central Bill Account -1730 Diversion Account Cost Center ❑ VIP ❑ International Figure 9 Hierarchy ID ` 10000 Campa... Status Active v Account limits Use the Temporary Controls tab to view or set temporary limits. Credit Limit' 5000 Cash Advance Limit ($2500) 0 Refresh Penod O. Cycle O Monthly Amount Limit $ Transaction Limit too Daily Amount Limit $ Daily Transaction Limit 95 J.P. Morgan enables program administrators to easily change account limits and velocity controls online. 3 of 29N 411,H Our program is designed to allow the County to set card limits that meet your organization's spend policies. These limits are verified at the point of sale before a transaction can be approved through our processor. Program limitations There are credit limits, transactions per billing cycle and single transaction limits that cannot exceed $9,999,999.99. • Credit limit per combined company limited to $9.999 billion • Spend per combined company billing cycle limited to $9.999 billion • Credit limit per company limited to $9.999 million EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 38 1 • Spend per company limited to $9.99 million • Credit limit per card account billing cycle limited to $9.999 million • Single purchase limited to $9.999 million • Transactions per billing cycle limited to 99,992 Cardholder spend limits can be adjusted as needed by your program administrator through PaymentNet. Our program coordinators can also change the spend limit to the County's accounts upon request from your program administrator. Spend limit change requests occur in real time and are effective immediately. • Describe all liability options available or associated with a purchasing card. We require that Commercial Card be used only for business -related expenditures as liability for charges reside with your organization. Options include: • Corporate liability where you are liable for all charges made to cardholders' accounts and maintains sole responsibility for payment • Joint and several liability where you share joint liability with cardholders, and they are responsible for payment, but ultimately you are liable for all outstanding balances For a Commercial Card program with only purchase or account payable spend, liability must be set to "corporate." Liability comparison Features Joint and Corporate Notes Several Liability Liability Option for travel and Yes Yes Joint and several is the standard liability structure for entertainment (T&E) T&E programs. programs Credit scoring No No All employees receive cards Yes Yes Billing structure Individual Central Joint and several liability is typically set up as an or central individual bill structure allowing cardholders to file expense reports. Payment structure Individual Central Central payment maximizes speed of payment and or central potential to maximize rebates. Spend limit determined by Yes Yes You have flexibility to set and adjust spend limits for you your cardholders. Real-time maintenance Yes Yes available in PaymentNet You decide MCC blocking Yes Yes You can set and manage MCC blocks for cardholders based on their overall travel needs. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 39 1 Liability comparison Liability protection for Yes Yes Insurance coverage up to $100,000 per card offered employee misuse by Visa network against employee misuse and fraud. We perform collection efforts Yes Yes Joint and several accounts will be suspended at 60- on delinquent accounts days past due. Losses deducted from your Yes Yes Any program credit losses will impact the overall rebate program rebate. In general, liability includes the amount of all transactions made using authorized cards. However, the County can effectively minimize liability from employee misuse or abuse of funds by setting appropriate card limits. • Provide your company's fraud and theft preventive measures that help prevent financial exposure from card account abuse for your customers. Continue to receive the protection you need from fraud losses with our fraud screening process. Our communication process makes sure that the right person is contacted when we suspect fraud. Benefit from fraud screening 24/7/365 Screening for fraud As a result of our screening process, fraud rates for our Commercial Criteria are defined based on Card programs are far lower than the fraud associated with consumer analysis of data from current cards, which speaks to the strength of our fraud prevention practices, as fraud trends: well as our relationships with clients in establishing effective card ■ Fraud patterns controls. Our team of experienced fraud prevention analysts use specialized screening tools to constantly monitor transactions for suspicious activity and to aid in detecting fraud and minimizing losses. The fraud detection systems we use are flexible and target both general and specific fraud trends. The screening process uses several indicators to identify possible fraud. The categories we monitor include unusual purchases such as jewelry or electronics, high -risk MCCs and questionable geographic areas. Cash advances are also monitored for high -risk locations and large ■ 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 dollar amounts. 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. Upon request, our Fraud team will provide a detailed walkthrough to the County's executives and program administrators explaining how we address fraud in depth. The walkthrough includes collaboration with your program administrators to identify and implement ongoing improvements. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 40 1 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 using security identifiers on file and validate the transaction(s). As an option, cardholders can enroll to receive fraud alerts via text message or email. Fraud alerts notify cardholders when suspicious transactions are identified on their account and allows them to quickly respond to validate transactions. 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. Enroll to receive potential fraud alerts via SMS text message or email Under most circumstances, an email is sent to the cardholder at the email address on file and a temporary hold is place on the card. The hold will remain on the account until an authorized party contacts us to confirm the validity of the transaction. After the first attempt, we will email the cardholder a second time. On the third attempt, we will email the cardholder and program administrator. Cardholders can sign up for SMS and email through the fraud alerts process by visiting ccportal.lpmorgan.com. Once the cardholder is registered for alerts, the cardholder is notified via an alert when we find suspicious activity on their account. If the cardholder is signed up for SMS alerts and a transaction is identified as suspicious, an SMS alert is sent to the cardholder's registered phone number. If the transaction is valid, the cardholder can respond indicating such and the hold is removed. If the cardholder responds indicating the transaction is fraudulent, the hold remains and the cardholder is required to call Customer Service. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 41 1 Process for identifying and communicating fraud (if not enrolled in alerts) W Atransaction is identified as potential fraud The analyst contacts the cardholder The analyst contacts the program administrator if they are unable to contact the cardholder after three attempts Figure 10 These steps help to mitigate fraud losses. Afraud prevention analyst examines the account 9� Additional fraud protection The analyst determines if the transaction is valid RXI A temporary hold is placed on the account Valid transaction: we remove the hold on the account Invalid transaction: it is reported to Visa or Mastercard and we work with the cardholder to close the acount and issue a new card As a client you also continue to benefit from 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 department. Reporting fraud by phone makes sure that all fraudulent transactions are identified as soon as possible. The card is 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. • How do you ensure that Collier County is protected from unauthorized charges? The County's program continues to include protections against fraud and employee misuse. The J.P. Morgan fraud waiver covers third -party fraud. The Visa liability waiver covers employee misuse. Fraud J.P. Morgan continues to provide fraud protection coverage for: • Lost/stolen cards • Counterfeit cards EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 42 1 • Skimmed cards • Unauthorized online ecommerce transactions • Merchant disputes The County contacts J.P. Morgan immediately when a card is suspected of being lost, stolen or otherwise compromised. Once notified, J.P. Morgan promptly cancels the account. Subject to the terms and conditions outlined in our attached financial offering (Appendix 3), the County will not be liable for fraudulent transactions made on that account. Merchants that do not follow transaction authorization procedures can be subject to chargebacks. Employee misuse To protect you from employee misuse of Commercial Card, through the card networks, we continue to offer a liability waiver program to reimburse the County for inappropriate expenditures made on a card. As a condition of the Visa liability waiver program, the cardholder's employment must be terminated. Applicable 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. U.S. Visa Liability Waiver We continue to offer 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 • Other coverage: ■ Charges incurred that do not benefit you directly or indirectly, or benefit you when the cardholder was reimbursed for those charges and failed to pay ■ Charges that are the responsibility of you and/or cardholder for payment The County requests that the vendor submits no fewer than three (3) and no more than ten (10) completed reference forms from clients during a period of the last 5 years whose projects are of a similar nature to this solicitation as a part of their proposal. Provide information on the projects completed by the Proposer that best represent projects of similar size, scope and complexity of this project using form provided in Form 5. Proposers may include two (2) additional pages for each project to illustrate aspects of the EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 43 1 completed project that provides the information to assess the experience of the Proposer on relevant project work. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM 1 44 1 Co Ter COUHty Procurement Services Division Form 5 Reference Questionnaire (USE ONE FORM FOR EACH REO UIRED REFERENCE) Solicitation: Reference Questionnaire for: JP Morgan Chase (Name of Company Requesting Reference Information) (Name of Individuals Requesting Reference Information) Name: Ronald Falanga, Procurement Director (Evaluator completing reference questionnaire) Email: Ronald.Falanga@lakecountyfl.gov FAX: Company: Lake County Board of County Commissioners (Evaluator's Company completing reference) 352-343-9424 Collier County has implemented 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 frin/indivdival 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." Project Description: PCard Program Completion Date: On -going Project Budget: Revenue generator ($192, 950 for FY2023) Project Number of Days: 4/6/21 to 10/31/27 Item Criteria Score must be completed) 1 Ability to manage the project costs (minimize change orders to scope). JPM provided enhancements 2 Ability to maintain project schedule (complete on -time or early). Tasks completed early* 3 Quality of work. Exceeded expectations* 4 Quality of consultative advice provided on the project. Project advancements were provided by JPM 5 Professionalism and ability to manage personnel. Always professional and exceeding the need 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) No issues, all electronic 7 Ability to verbally communicate and document information clearly and succinctly. Quick responses throughout contract 8 Abiltity to manage risks and unexpected project circumstances. Very proactive 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. No issues, JPM works to improve processes 10 Overall comfort level with hiring the company in the future (customer satisfaction). Contract renewed 6.10.23 to 10.31.27 TOTAL SCORE OF ALL ITEMS Lake County does not do ratings (subjective) review. The County has enjoyed a fruitful relationship with JP Morgan Chase and its PCard program has vastly improved since switching to JP Morgan Chase. The program is completely electronic now and revenue has nearly doubled since contract inception. I am available for further discussion if desired. 352-343-9424 Co Ter COUHty Procurement Services Division Form 5 Reference Questionnaire (USE ONE FORM FOR EACH REO UIRED REFERENCE) Solicitation: Reference Questionnaire for: J P Morgan Chase (Name of Company Requesting Reference Information) City of Palm Beach Gardens, FL (Name of Individuals Requesting Reference Information) Name: Km! Ra (Evaluator completing reference questionnaire) Email: kmra@pbgfl.gov FAX: Company: City of Palm Beach Gardens (Evaluator's Company completing reference) 561.799.4197 Collier County has implemented a process that collects reference information on firms and their key personnel to be used in the selection of ferns 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/indivdival 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." Project Description: Purchasing Card Services Project Budget: $50,000,000 Completion Date: June 30, 2028 Project Number of Days: 10 years Item Criteria Score must be completed) 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 100 Co Ter COUHty Procurement Services Division Form 5 Reference Questionnaire (USE ONE FORM FOR EACH REO UIRED REFERENCE) Solicitation: Reference Questionnaire for: JPM Chase (Name of Company Requesting Reference Information) JPM Chase (Name of Individuals Requesting Reference Information) Name: Stephanie Swinson (Evaluator completing reference questionnaire) Email: stephanie.swinson@stpete.org FAX: Company: City of St. Petersburg (Evaluator's Company completing reference) 7278934109 Collier County has implemented 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/indivdival 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." Project Description: Banking and P-Card Contract Project Budget: Completion Date: Project Number of Days: Item Criteria Score must be completed) 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 100 Co Ter COUHty Procurement Services Division Form 5 Reference Questionnaire (USE ONE FORM FOR EACH REO UIRED REFERENCE) Solicitation: RFP No. 603385 Reference Questionnaire for: JP Morgan (Name of Company Requesting Reference Information) (Name of Individuals Requesting Reference Information) Name: Company: Maria Busto City of Miami Department of Procurement Email: mbusto miami ov.com FAX: Telephone: 305-416-1903 Collier County has implemented 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/indivdival 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." Project Description: Procurement Card Services Project Budget: N/A Completion Date: 3/19/2027 Project Number of Days: 10 Years Item Criteria Score must be completed) 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 100 EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT In this criterion, include but not limited to: • Describe the issuer's customer service organizational structure. Experienced Commercial Card experts form our service structure that provides customized support and central points of contact clients require at all organizational levels —from senior management to program administration to cardholders. The County continues to receive a program relationship manager who serves as a central point of contact and shares best practices. You also receive additional support from our Program Coordinator and Client Campaign Management teams. J.P. Morgan service model Our service model is designed to give each area of your organization the specialized support you need YOUR ORGANIZATION 11111 BANK SUPPORT Senior management Relationship manager Program administration � Program Coordinator team Cardholders 10 Customer Service team Figure 11 Each area of your organization receives the specialized support they need. Management team support for strategic advice To maintain a successful card program, the County continues to benefit from access to industry best practices, as well as a variety of customized financial services and solutions. Your management team can turn to your designated program relationship manager for strategic advice and assistance with key features and tools. You also have ongoing access to your treasury and banking representatives, Ralph Hildevert, Charles Million and Matthew Kelly, to leverage resources throughout J.P. Morgan. Program relationship manager to maintain overall satisfaction Karen will continue to be your program relationship manager. Karen shares best practices, serves as a point of escalation, conducts regular program performance reviews and maintains your organization's overall satisfaction with our products and services. EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 49 1 Program administrator support to attend to daily needs Our Program Coordinator team members, each with extensive backgrounds in supporting Commercial Card programs, will continue to attend to your day-to-day tasks. The County's program administrator can contact our program coordinators for assistance with account management inquiries, change and operations requests, and technical issues. The Program Coordinator team can access your program files and County -specific information for prompt, efficient service. Program coordinators have access to subject matter experts throughout the bank who they can call for further information and support Our Program Coordinator team is empowered to make decisions to provide prompt action and one -call resolution. When matters cannot be resolved immediately, a time commitment for resolution is communicated back within 72 hours for telephone inquiries and 48 to 72 hours depending on severity for email inquiries. Program coordinators escalate matters to supervisors and managers when necessary. Our Program Coordinator 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. Client campaign manager to support supplier recruitment One of our seasoned client campaign managers continues to support the County throughout the supplier recruitment and enrollment process. With your direct input, they develop the strategic plan to market virtual card conversion to your suppliers, coordinating with a team of recruitment specialists. Cardholder support The County's cardholders continue to 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 supporting Commercial Card. Customer Service team members do not handle consumer cards or other bank products. Comprehensive client support To provide for knowledgeable and efficient support for our clients, we encourage communication among departments and service teams. This approach enables our staff to be educated not only about multiple facets of our product offerings, but also about the overall client program. For example, if a cardholder contacts our Customer Service team with a matter that could affect a client beyond the initial inquiry, the service specialist notifies our Program Coordinator team, who then contact the appropriate County program administrator to discuss the matter further. EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 50 1 Moreover, program relationship managers are available to senior management, program administrators and contract administrators for assistance with any program -wide matters that may arise. Overall program support and escalation flow YOU M Senior management 0 Program administrator 0 Cardholder Figure 12 THE BANK W Relationship manager AnAh Program coordinator W Customer service specialist We deliver effective program support by encouraging communication across departments. Customer Advocacy team AnAh Subject matter experts A Customer Advocacy team reviews all complaints and escalations, trends data, and drives resolution timeliness and discussion of overall process, technology and coaching needs to proactively eliminate escalations. Items from each of the groups noted above can be escalated to this team, which has dedicated personnel to triage and troubleshoot issues to provide a comprehensive solution. • Describe the card account activation and deactivation process for card accounts. Detail the level of account support you would provide in managing these processes. Account activation 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 their card. EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 51 1 Self-service capabilities The County's cardholders can continue to use PaymentNet to make changes to their personal settings, such as email notifications (as well as the associated email address), password/security questions and page views. As a program administrator, you can choose which self-service actions are available to cardholders who are assigned to a specific hierarchy ID. These actions, which your users will see on the My Account Detail page, give users control over the management of their card accounts. Depending on the options you select, cardholders will be able to edit contact information for their accounts, temporarily suspend and then reactivate a card, cancel a card they no longer need and request the replacement of a lost or damaged card. • Update Account Information: Allows a cardholder to edit the Cardholder Address, Home Address, and Contact Information associated with their accounts. • Suspend/Reactivate Card: Allows a cardholder to suspend an account, for example during a leave of absence, and then reactivate it upon their return. • Cancel Card: Allows a cardholder to deactivate a card that is no longer needed. • Issue Replacement Card: Allows a cardholder to request a replacement for a lost or damaged card. You can also select Rush Card Delivery if you want to allow cardholders to request rush delivery for a replacement card (an additional fee may apply). • Describe your customer service capabilities for cardholders, including the following: • Hours of coverage The County's cardholders will continue to receive support 24/7/365 by our customer service specialists. • Toll free number access By simply calling the toll -free number on the back of their cards, cardholders are identified by their card number and then routed to the proper service specialist. If in an area where toll -free calling is not offered, a collect number is also listed on the back of every card to provide for prompt, efficient service. • Types of services offered The County's cardholders can contact us for assistance with virtually any card -related inquiry. Services and information our specialists offer to your cardholders • Lost/stolen card reporting • Payment information • Answers to statement questions • Cardholder transaction information • Card activation • Specific charge details (including declines) • General account information • Account closures/card cancellations • Balance/credit information • Replacement card requests • Billing disputes • Emergency assistance • Fraud reporting • Online password assistance EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 52 1 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). • 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 We continue to offer support from approximately 100 specialists in two locations. Each customer service specialist is trained and knowledgeable about the specific programs they support. All customer service specialists receive targeted training that helps them become experts in their roles. Services tailored to cardholder needs Our specialized service structure gives cardholders access to the support they need, when they need it Figure 13 CARDHOLDER Call toll free 24/7/365 to reach on -shore, multilingual support VOICE RESPONSE UNIT Our VRU identifies your cardholder by their card number Our specialized service structure enables cardholders to access the support they require 24 hours a day. CUSTOMER SERVICE TEAM Representatives are trained on the specific products they support Our support specialists are empowered to make key decisions and act on behalf of the bank to promptly assist the County with any issues that may arise. With our "one call" service philosophy we aim to resolve matters quickly and to satisfaction, without requiring a second call. Research and escalation processes are in place so that your employees receive timely, dependable support when immediate issue resolution is not feasible. EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 53 1 Additional support If a Customer Service specialist is unable to provide an immediate solution, the specialist places the cardholder on hold and contact the proper resource (such as a team lead or subject matter expert) for assistance. The specialist then provides the necessary details to resolve the inquiry. Cardholder inquiry resolution and escalation Cardholder Cardholder service specialist Cardholder o 0.M_ Subject matter expert Cardholder services manager Figure 14 Service specialists can resolve inquiries on their own and have the ability to escalate if necessary. Voice response unit Our industry -leading voice response unit (VRU) is designed to address as many cardholder concerns as possible in a prompt, user-friendly manner. Cardholders have the right tools Our VRU enables callers to: • Activate a card • Review historical transactions • Establish or change a PIN • Make a payment • Check current balance, available credit and payment • Obtain the overnight address and/or general mailing information address Our software enables cardholders to: • Obtain current balance, available credit, and payment • Access electronic reporting features to complete an information expense report • Retrieve electronic statements and pay for any • Run reports balance Performance We discuss our key performance indicators, their definitions, and our service benchmarks below and call metrics after that. EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 54 1 Delivering to your cardholders Customer service availability Definition This benchmark is defined as 24/7/365 Customer Service availability. Cardholder Customer Service will be available 24/7 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 I -MAP Interactive Management and WFO — Work Optimization software applications are used to monitor real-time queue staffing and performance. Average speed of answer Definition This benchmark is defined as the time between call coming out of IVR 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. 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 3 calls in a hundred are abandoned after 20 seconds. Monitoring Our quality assurance call monitoring system tracks our performance against this benchmark. Metrics Call metrics Metric Apr 2022 May 2022 June 2022 Number of calls received 66,774 70,945 74,598 Number of calls handled 64,648 68,582 71,598 Percent of calls abandoned 2.4% 3.3% 4.2% Average handle time 270 258 238 Average speed of answer 25 29 39 Call metrics Metric Jan 2022 Feb 2022 Mar 2022 Number of calls received 54,811 53,560 71,073 Number of calls handled 53,405 52,587 68,472 EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 55 1 Call metrics Metric Jan 2022 Feb 2022 Mar 2022 Percent of calls abandoned 1.9% 1.3% 2.8% Average handle time 270 265 276 Average speed of answer 16 12 33 EVALUATION CRITERIA NO. 6: CUSTOMER SERVICE SUPPORT 1 56 1 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 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. EVALUATION CRITERIA NO. 7: LOCAL VENDOR PREFERENCE 1 57 1 C0*1CT COMMY Procurement Services Division Form 4: Vendor Submittal— Local Vendor Preference Certification (Check Appropriate Boxes Below) State of Florida (Select County if Vendor is described as a Local Business) ❑■ Collier County ❑M 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 Fifteen of the Collier County Procurement Ordinance: Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector 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 MCollier County or❑ Lee County: 2011 Number of Employees (Including Owner(s) or Corporate Officers): 227 Number of Employees Living in ❑■ Collier County or ❑■ Lee (Including Owner(s) or Corporate Officers): 283 If requested by the County, Vendor will be required to provide documentation substantiating the information given in this certification. Failure to do so will result in vendor's submission being deemed not applicable. Sign and Date Certification: Under penalties Operjury, I certify that the information shown on this form is correct to m1y knowledge. Company Name: JPMorgan Chase Bank, N.A. Date: � 1 Z--1 2-3 Address in CAHer or Le unty: 26''branch 1locations throughout Collier and Lee counties Signature:4a4ezx, � gg`cy'• Title: Authorized Officer DETAILED SCOPE OF WORK Section 1. Primary Objectives. 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.). Acknowledged. J.P. Morgan can meet all the County's stated objectives. As the County's current commercial card service provider, the County will not have to allocate valuable time and internal resources for a new implementation or staff training. Please refer to our financial proposal in Appendix 3 for detailed rebate and any applicable fee related information. The County's expectations for the successful provider 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 County 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. Acknowledged. As your current service provider, J.P. Morgan will continue to meet the County's expectations stated above. DETAILED SCOPE OF WORK 1 59 1 The County currently utilizes a VISA Purchasing Card Program provided by JP Morgan Chase Bank. Our program is operating at an average current monthly expenditure amount of $435,000 with 378 cardholders. The County currently receives an annual rebate of approximately $100,000 with an annual spend of around $5,500,000. The average cardholder currently has a $3,000 monthly credit limit. Large dollar purchases are processed through the Procurement Services Division and the Clerk of Courts Accounts Payable Division (a separate constitutional office). The County anticipates a steady increase in purchasing card expenditures through modification of current cardholder profiles were deemed appropriate, and the use of electronically -managed programs. Acknowledged. The program is centrally administered by the Procurement Services Division who works in conjunction with County Departments/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/division levels and through Procurement Services Division and the Clerk of Courts Accounts Payable Division. Acknowledged. The awarded provider must designate a Contract Administration contact for the duration of the resultant agreement. 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. Acknowledged. Section 2. Mandatory Elements. • Proposer agrees that no date, information, or distribution list related to the resultant agreement may be sold or otherwise distributed by the proposer to a third party, including any divisions owned by or affiliated with the proposer. J.P. Morgan takes exception to this language. J.P. Morgan agrees to comply with the terms of any executed NDA between the parties or confidentiality provision in the RFP. • 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 statement and payment feature is granted by the County's program administrator(s). • 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. We agree to continue the seamless integration of our solution with your accounting system. DETAILED SCOPE OF WORK 1 60 1 • The proposer agrees to offer a software solution that is compatible to SAP S/4 Hana financial software. Agreed. Our solution remains compatible with SAP SA Hana financial software. • 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 Xponential 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 will maintain current reporting setup in place. • 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. J.P. Morgan plans to maintain the current verification process in place for Collier County, unless mandated otherwise by regulatory requirements. • 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. J.P. Morgan takes exception to this language. J.P. Morgan's Master Commercial Card Agreement will govern any potential fraudulent transactions and any obligations related to lost, stolen, or compromised cards. Please refer to Appendix 2 for our Master Commercial Card Agreement. • 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 County to establish policy and control and monitor purchases to minimize risk or detect any misuse or abuse. We will maintain current reporting setup in place. Please see the fraudulent transactions provisions of J.P. Morgan's Master Commercial Card Agreement found in Appendix 2. • The County processes each individual transaction through Xponential, validating the individual purchase and its public purpose. Acknowledged. • Transactions are reviewed by the Department/Division, Procurement Services Division, and the Clerk of Courts' Accounts Payable Division. The payment is not based on the actual transaction date but the balance is paid by the due date. These transactions are submitted to the Board of County Commissioners the 2nd and 4th Tuesday of each month for approval to pay the Banking provider. Only fully approved transactions are posted for payment to the Bank. Payments are made, based on these individually approved transactions, after the Board of County DETAILED SCOPE OF WORK 1 61 1 Commissioners approval to the Banking provider. Statement dates are from the 5th of the month through the 4th of the next month. Acknowledged. • The County does not pay from statements and cannot accept late payment fees. J.P. Morgan will continue to work with the County to accommodate your internal transaction approval process in order to facilitate payment posting and avoid late fees. However, waiver of late payment fees are reviewed on a case -by -case basis, and subject to special approval. • The resultant agreement will need to allow for a billing cycle that coordinates with the County's Board of County Commissioners' bi-monthly meetings and incorporates a 30/25 term of payment (30-day cycle with payment due within 25 days) which also runs concurrently with the Board County Commissioner meetings. Acknowledged. Section 3. Future Services. While the County does not currently subscribe to an ePayables/SUA (single use accounts) solution, the County would like information on the programs offered through the entire Procure to Pay process. The County would also be interested in a Travel Card option. J.P. Morgan offers a Virtual and Executive card to meet the County's future needs. Please see our overviews below. Virtual cards on PaymentNet Virtual cards at J.P. Morgan provide an electronic, credit card -based payment method that helps clients like the County more efficiently manage your payment process. Virtual cards also help reduce costs and transform traditional areas of expense into potential revenue generators. We offer a true virtual card solution. Each virtual card has a credit limit equal to the approved payment amount. With a design that creates just one account per payment, the merchant only has access to approved funds for a specific payment. When all four key elements of purchase payments to transactions match —account number, dates, dollar amount and merchant category code (MCC) —reconciliation occurs automatically. A reconciliation file is then delivered to the County's ERP system. We offer various integration options for virtual cards —API, batch and online —that leverage PaymentNet. Several of our clients leverage API and batch for specific use cases. These clients enjoy a cohesive/consistent experience with the robust capabilities that PaymentNet offers. DETAILED SCOPE OF WORK 1 62 1 Benefits of our approach to Virtual Card ACCOUNT NUMBER AUTHORIZATION A unique, 16-digit Authorize payments account number is for specific merchant created for each payment category codes (VICCs) AUTOMATION INTEGRATED PORTAL Automate payment View, manage and report disbursement with transaction data in our virtual card integrated virutal card portal REMITTANCE DATA Provide electronic data to suppliers with the payment email TRANSPARENCY Use exact expiration dates/terms (e.g., 5, 15 or 30 days, etc.) TO THE PENNY Use a preset dollar amount limit equal to the invoice amount CONNECTIVITY Initiate payments in real time, 24/7, using an application programming interface (API) Couple powerful payment control, anti -fraud, and reconciliation features with the flexibility, float and rebate of a purchasing card. When you replace less efficient payment methods, such as checks, with virtual cards, you hold onto cash longer while paying suppliers sooner. Streamline program management As part of our virtual card solution, access our industry -leading PaymentNet system, the engine that interfaces with Visa to create your accounts. INCREASE EFFICIENCY Use PaymentNet for account and transaction management, advanced Use PaymentNet to: reporting, activity monitoring, statement access, reconciliation and data ■ Automate administration integration tasks. ■ Gain more control over payments Implementation for Virtual Card programs ■ Streamline account reconciliation Our virtual card implementation process is focused on integrating our solution with the County's existing financial systems and your current purchasing and payment processes. Once you have an approved purchase or payment, your system simply requests a virtual card to append to that approved document. This allows users to continue employing your current systems for all procurement and reporting activities, without the need to access a separate J.P. Morgan system. The timeline to implement a virtual card program is generally 60 days and our approach is easy. Additional programs can be added for existing clients within 10 to 15 days after receipt of all required documentation. DETAILED SCOPE OF WORK 1 63 1 Three -phased, easy implementation approach for virtual card Design • You engage with your experienced J.P. Morgan product implementation specialist • You provide insights into your organization, your culture, program objectives and processes • Our product implementation specialist recommends program solutions to meet your needs efficiently and expeditiously © Build • We finalize program elements together so the solution meets your expectations • We assist your Technology team with file development and integration with your financial system © Launch • Your product implementation specialist confirms your program is successfully integrated into your organization • Next, your product implementation specialist provides the tools and resources for successful supplier recruitment and onboarding • As you continue to work with your vendors, you can confidently manage your program The following is a high-level project plan for the critical activities and milestones for the proposed solution. Project Plan Validate4 Production, Ongoing Design Integrate migration and production Train go live support SUPPLIER ONBOARDING PROJECT Design Integration UAT Scale MILESTONES Kickoff signoff complete signoff activations Campaign Go live signoff Begin enrollment Figure 15 Please note that the campaign management and supplier recruitment process runs concurrently with implementation. It typically takes approximately 12 weeks to complete (including preparation and campaign time), but may be shorter or longer based on your number of suppliers to contact and on your level of engagement. DETAILED SCOPE OF WORK 1 64 1 Executive Card The Executive Card program provides an exceptional level of service, including exclusive benefits that enhance the travel experience for the cardholder while driving value for your travel and executive program. Provide executive cardholders an exceptional level of service and exclusive benefits 1W l The Executive Card advantage • Acceptance at over 80 million locations worldwide • Exclusive 24/7 support services _ - • Enhanced traveler protection Executive service team —live advisors, anytime, anywhere • Receive real-time account information —transactions, balances and available credit • Discuss travel benefits and privileges • Always receive access to live person, never a recording Concierge service • A highly trained team remains on hand to handle your executives' requests • Allow our team to handle each detail of a trip, including airline, car or hotel bookings, upgrades and itinerary adjustments • Let us secure restaurant reservations, arrange client events or book preferred seating in a sporting arena or concert hall Executives receive extensive travel protection • Primary insurance coverage for rental cars, compensation for lost luggage or hotel burglary and emergency evacuation insurance • Secondary coverage for emergency treatments up to $2,500 for medical, surgical and dental conditions that might arise during a trip and up to $1,000,000 in travel accident insurance • Fraud protection and emergency replacement services for cards and essential travel documents Travel assistance services for urgent matters • Provide executives access to the help they need, whether it is a last-minute visa, legal or medical assistance • Assist with contacting relatives, business associates or friends during an emergency PaymentWorks PaymentWorks is a platform that eliminates the risk of business payments fraud, reduces cost and automates the payee management process. Using PaymentWorks, your suppliers follow a simple registration process that includes self-selecting one of the payment methods you choose to offer (virtual card, ACH, check), which is then passed back to SAP S/4 Hana. Your suppliers also use this self-service portal to update their payment information securely and monitor the status of their invoices. DETAILED SCOPE OF WORK 1 65 1 PaymentWorks' digital supplier onboarding includes payment security monitoring and a supplier self-service portal all rolled into one. Once the PaymentWorks platform is implemented and part of your supplier onboarding and payments workflow, the County will no longer need to manually update supplier payment information for any of your suppliers —new and existing. PaymentWorks also verifies that each electronic payment you disburse is tied to a validated vendor and shifts the payment liability away from the County to cover ACH fraud with a $2 million warranty per occurrence. With PaymentWorks' robust supplier identity verification tools, the County will have secure, compliant and optimized business payments. Reducing ACH risk To reduce the friction in supplier identity authentication and onboarding, and to address the growing fraud risk associated with this payment type, we suggest the County consider also leveraging our partnership with PaymentWorks as part of your ACH payment strategy. Managing your suppliers can be time consuming, costly and stressful. It increases your layers of administration and can expose you to compliance and tax risks, as well as payments fraud. PaymentWorks helps protect against business -to -business (13213) payments fraud, provides tools to support regulatory compliance and delivers supplier payment optimization. With PaymentWorks, you will receive: • Risk transfer for fraudulent business payments. All supplier types onboarded via the platform are assessed for payments fraud risk. All domestic ACH payments made to suppliers who have been risk assessed are covered by the $2 million fraud warranty. • Time savings and increased efficiency by having PaymentWorks automate manual tasks, like Supplier Master Request Forms, W-9s, sanctions checks or answering invoice status questions. • Compliance risk avoidance via continuous sanctions monitoring, auditable approval and submission trails and the collection of insurance, conflict of interest and diversity documentation. • Increased automation with efficient, electronic and secure supplier onboarding. Gain benefits with PaymentWorks Once PaymentWorks is implemented the County will no longer manually update supplier payment information for any of your suppliers —new or existing. With PaymentWorks' robust identity verification tools, the County will reduce risk exposure to payments fraud scams, compliance issues and manual mistakes. PaymentWorks automatically reviews all supplier and payment information to verify you're making accurate payments to your intended beneficiary. Additionally, PaymentWorks: DETAILED SCOPE OF WORK 1 66 1 • Provides liability relief for all domestic ACH payments made to suppliers on their platform, with up to $2 million per fraud occurrence • Continuous sanction lists monitoring • Establishes internal and external compliance requirements for your suppliers (e.g., diversity certifications, insurance certificates with automated notifications of expiration and Conflicts of Interest attestation). • Eliminates the need for the County's staff to update supplier bank account information via phone or email or have it visible/stored in the ERP • Eliminates collecting paper, e.g., Supplier Master Request Forms, W-9s, bank account documents • Provides an auditable onboarding and approval log for each input and change of supplier data DETAILED SCOPE OF WORK 1 67 1 RFP Required Forms Form 1: Vendor Declaration Statement RFP Required Forms 1 68 1 Co Ier County Procurement Services Division Form 1: Vendor Declaration Statement BOARD OF COUNTY COMMISSIONERS Collier County Government Complex Naples, Florida 34112 Dear Commissioners: The undersigned, as Vendor declares that this response 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. The Vendor hereby declares the instructions, purchase order terms and conditions, requirements, and specifications/scope of work of this solicitation have been fully examined and accepted. The Vendor agrees, if this solicitation submittal is accepted by Collier County, to accept a Purchase Order as a form of a formal contract or to execute a Collier County formal contract for purposes of establishing a contractual relationship between the Vendor and Collier County, for the performance of all requirements to which this solicitation pertains. The Vendor states that the submitted is based upon the documents listed by the above referenced solicitation. The Vendor agrees to comply with the requirements in accordance with the terms, conditions and specifications denoted herein and according to the pricing submitted as a part of the Vendor's bids. Further, the Vendor agrees that if awarded a contract for these goods and/or services, the Vendor will not be eligible to compete, submit a proposal, be awarded, or perform as a sub -vendor for any future associated work that is a result of this awarded contract. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this 4_4"Ifay of 20Z3in the County of ►a,'Aai"b6 , in the State of j;_ Firm's Legal Name: JPMorgan Chase Bank, N.A. Address: 1111 Polaris Parkway City, State, Zip Code: Columbus, OH 43240 Florida Certificate of Not Applicable as JPMorgan Chase Bank, N.A. is a National Banking Association Authority Document Number FEIN 13-4994650 Federal Tax Identification Number *CCR # or CAGE Code Not Applicable. *Only if Grant Funded Telephone: (305) 579-9320 Email: ralph.hildevert@jpmorgan.com Signature by: Ralph Hildvert ram,, (Typed and written) COUNTY OF MIAMI-DV�E Title: Authorized Officer Sworn tooraffirmed` and subscribed Lefore me —Y v,ho is personally known to me or has -)roduced identification type of IDF Z6Zyv� � � z&y _ State of Flori �1 TARY SIGNATURER. Rene 'FNotary(9844 Mslon IPfflf �� t 1, I? OR TYPE NOTARY NAME 8i22/2026 Form 2: Conflict of Interest Certification Affidavit RFP Required Forms 1 70 1 Co Ier Couvity Procurement Services Division Form 2: Conflict of Interest Certification 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 this solicitation 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. JPMorgan Chase Bank, N.A. Company Name Signature Ralph Hildevert, Authorized Officer State ofPrint Name and Title 2� 23 _ T Date County of The foregoing instrument was acknowledged before me by means of lid physical presence or ❑ online notarization, this day Of ALt a&I (month), Z os.'S (year), by *,pA bipaMT (name of person acknowledging). Notary Public State of ]Florida (Signature of Notary Public) Jim R. Rene My Commission HH 7P Expires 8/22/202.(Print, Type, or StamCommissioned Name of Notary Public) Persona ly Known OR Produced Identification Type of Identification Produced Proof of status from Division of Corporations Proof of status from Division of Corporations - Florida Department of State (If work performed in the State) - http://dos.myflorida.com/sunbiz/ should be attached with your submittal. Please see Appendix 4 for J.P. Morgan's proof of SunBiz registration. 27. 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.htmi) prior to execution of a contract. A copy of the document should be submitted with the solicitation response and the document number should 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) days 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. Please see Appendix 4 for J.P. Morgan's proof of SunBiz registration. Please see Appendix 5 for J.P. Morgan's Certificate of Public Depository. RFP Required Forms 1 72 1 E-Verify Vendor MUST be enrolled in the E-Verify - https://www.e-verify.gov/ at the time of submission of the proposal/bid. Acknowledged. Please see Appendix 6 for J.P. Morgan's executed E-Verify Memorandum of Understanding. 34.4 Vendors are required to be enrolled in the E-Verify program at the time of submission of the bid. Acceptable evidence of your enrollment 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 which will be produced at the time of the submission of the Vendor's proposal/bid or within five (5) day of the County's Notice of Recommend Award. FAILURE TO EXECUTE THIS AFFIDAVIT CERTIFICATION AND SUBMIT WITH VENDOR'S PROPOSAL/BID MAY DEEM THE VENDOR'S AS NON -RESPONSIVE. 34.5 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. All vendors shall familiarize themselves with the statutory requirements set fort in the Florida Statutes §448.095 pertaining to the responsibilities of Public Employers, Contractors and Subcontractors. 34.6 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. 34.7 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 provisions 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. RFP Required Forms 1 73 1 Form 3: Immigration Affidavit Certification RFP Required Forms 1 74 1 Co ier County Procurement Services Division Form 3: Immigration Affidavit Certification This Affidavit is required and should be signed, by an authorized principal of the firm and submitted with formal solicitation submittals. Further, Vendors are required to be enrolled in the E-Verify program (https:Hwww.e-verifv.gov/), at the time of the submission of the Vendor's proposal/bid. Acceptable evidence of your enrollment 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 which will be produced at the time of the submission of the Vendor's proposal/bid or within five (5) day of the County's Notice of Recommend .Award. FAILURE TO EXECUTE THIS AFFIDAVIT CERTIFICATION AND SUBMIT WITH VENDOR'S PROPOSAL/BID MAY DEEM THE VENDOR'S AS NON -RESPONSIVE. Collier County will not intentionally award County contracts to any Vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e) of the Immigration and Nationality Act ("INA"). Collier County may consider the employment by any Vendor of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act and subsequent Amendment(s), that it is aware of and in compliance with the requirements set forth in Florida Statutes §448.095, and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Vendor's proposal/bid. JPMorgan Chase Bank, N.A. —Company Name Signature Ralph Hildevert, Authorized Officer Print Name and Title State of _� S�Z� l Z� Date County of LA ALL .t _ b The foregoing instrument was acknowledged before me by means of & p ysical presence or ❑ online notarization, this Zy*"day ofAVC.yAT (month), z-,z, (year), byi2,'„�. y�,�,� �-t (name of person acknowledging). Notary Publi:R.RenDe (Signature of Public) 1 Jim Ills My Commi,Expires (Print, Type, or Stamp Commissioned Name of Notary Public) Personally nown ation Type of Identification Produced E-Verify Memorandum of Understanding E-Verify Memorandum of Understanding or Company Profile page should be attached with your submittal. Please see Appendix 6 for J.P. Morgan's E-Verify Memorandum of Understanding. RFP Required Forms 1 76 1 Form 4: Vendor Submittal — Local Vendor Preference Certification 35. LOCAL VENDOR PREFERENCE (LVP) Any Vendor claiming local vendor preference must complete the required form and submit a Collier or Lee Business Tax receipt with their submission. Please see Appendix 7 for a copy of Collier County and Lee County Business Tax receipts. RFP Required Forms 1 77 1 Form 5 Reference Questionnaire Please refer to `Evaluation Criteria No. 5: Experience and Capacity of the Firm' for a copy of our references. RFP Required Forms 1 78 1 Vendor W-9 Form RFP Required Forms 1 79 1 Form w-V (Rev. October 2018) Department of the Treasury I ntemal Revenue Service a u u am a M 0 Request for Taxpayer Identification Number and Certification ► Go to www.irs.gov/FonnWg for instructions and the latest information. on your income tax return). Name is required on name, Give Form to the requester. Do not send to the IRS. 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see instructions on page 3): ❑ Individual sole proprietor or ❑�/ C Corporation ❑ S Corporation ❑ Partnership ElTrustiestate single -member LLC Exempt payee code (if any) 5 Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Nate: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code (if any) another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner, ❑ Other (see instructions)► mpm$l -t,T Wrid o 1W. 2t. U.S.) street, and apt, or suite no.) See instructions. 1111 Polaris 7 List account number(s) here (optional) Requester's name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding. For individuals, this is generally your social security number (SSNHowever, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For ether entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a TIN, later. or Note. If the account is in more than one name, see the instructions for line 1. Also see What Name and i Employer identification number Number To Give the Requester for guidelines on whose number to enter. F—F-1 I I I I I — Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured prilrry, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are of required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of q� Here U.S. person ► Date ► General Instrucafions Section references are to the emal Re enue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/F`ormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (Ell to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information retums include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1 Di (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2017) Insurance and Bonding Requirements Vendor acknowledges Insurance Requirements and is prepared to produce the required insurance certificate(s) within five (5) days of the County's issuance of a Notice of Recommend Award. Please see Appendix 8 for J.P. Morgan's Certificates of Insurance. RFP Required Forms 1 81 1 Acknowledgment of Addenda All addenda have been signed and attached. RFP Required Forms 1 82 1 Co ter County Procurement Services Division Date: July 10, 2023 Email: Patrick.Boyle@colliercountyfl.gov Telephone: (239) 252-8941 Addendum #1 From: Patrick Boyle, Procurement Strategist To: Interested Bidders Subject: Addendum #1 Purchasing Card Services The following clarifications are issued as an addendum: Change 1: The bid due date has been extended as follows: Bid Opening Date/Time: August 22, 2023 at 3:00 pm est The questions and answers have been extended as follows: Question & Answer Due Date: ".ttgust 1, 2023 at 5:00 p.m. August 15, 2023 at 5:00 p.m. est If you require additional information, please post a question on our Bid Sync (www.bidsync.com) bidding platform under the solicitation for this project. Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. (Signature) J.P. Morgan (Name of Firm) 9/6/2023 Date Co ter County Procurement Services Division Date: July 18, 2023 Email: Patrick.Boyle@colliercountyfl.gov Telephone: (239) 252-8941 Addendum #2 From: Patrick Boyle, Procurement Strategist To: Interested Bidders Subject: Addendum #2 Purchasing Card Services This Addendum has been issued for the following items identifying clarifications, changes, deletions, and/or additions to the scope of work and/or the solicitation documents for the above referenced solicitation: Change 1: The Pre -Proposal meeting will be held in person at the following location: Procurement Services Division Conference Room A 3295 Tamiami Trail E Naples, FL 32112 A Zoom link is also being provided as an additional option for potential proposers who cannot attend in person. Zoom Information provided below: Topic: 23-8137 Purchasing Card Services - Pre Proposal Teleconference Time: Jul 19, 2023 10:00 AM Eastern Time (US and Canada) Join Zoom Meeting htlps://us02web.zoom.us/j/84727520531?pwd=UktlYzZwbOMrdm54bUxnUkVRZmFYZz09 Meeting ID: 847 2752 0531 Passcode: 981803 One tap mobile +13052241968„84727520531# US +16469313860„84727520531# US Dial by your location =9911L3►JRZANOGII-M • +1 646 9313860 US • +1 301 715 8592 US (Washington DC) • +1 309 205 3325 US • +1 312 626 6799 US (Chicago) • +1 646 876 9923 US (New York) • +1 253 215 8782 US (Tacoma) • +1 346 248 7799 US (Houston) • +1 360 209 5623 US • +1 386 347 5053 US • +1 408 638 0968 US (San Jose) • +1 507 473 4847 US • +1 564 217 2000 US • +1 669 444 9171 US • +1 669 900 6833 US (San Jose) • +1 689 278 1000 US • +1 719 359 4580 US • +1 253 205 0468 US • 833 548 0282 US Toll -free • 877 853 5257 US Toll -free • 888 475 4499 US Toll -free • 833 548 0276 US Toll -free Meeting ID: 847 2752 0531 Find your local number: https://us02web.zoom.us/u/kciFRyOiuG If you require additional information, please post a question on our Bid Sync (www.bidsync.com) bidding platform under the solicitation for this project. Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. (Signature) J.P. Morgan (Name of Firm) 9/6/2023 Date Co ter County Procurement Services Division Date: August 2, 2023 Email: Patrick.Boyle@colliercountyfl.gov Telephone: (239) 252-8941 Addendum #3 From: Patrick Boyle, Procurement Strategist To: Interested Bidders Subject: Addendum #3 23-8137 Purchasing Card Services This Addendum has been issued for the following items identifying clarifications, changes, deletions, and/or additions to the scope of work and/or the solicitation documents for the above referenced solicitation: Change 1. The proposal due date has been extended as follows: BID OPENING DAYMATE/TIME• Tr rn�r AUGUST 22 2023 AT 3 MPA 4 F-P THURSDAY, SEPTEMEBER 7, 2023 AT 3:OOPM EDT Change 2. The following information is in response to questions posted on the County's bidding platform. In response to Question 5 see the following document P-Card spend 1 year (xlsx) has been uploaded into BidSync. In response to Question 7 see the following documents 18-7263 JPMorgan Contract (pdf) and 18-7263 JPMorgan Admend#1 Fullyexecuted (pdf) has been uploaded into BidSync. In response to Question 8 see the following documents ATS-May 2023 (pdf), ATS June 2023 (pdf) and ATS July 2023 (pdf) has been uploaded into BidSync. In response to Question 10 see the following documents Active Vendors Report080123(xlsx) and FY22 POs(xlsx) has been uploaded into BidSync. In response to Question 13 see the following documents BOCC — Rebate-Annually-June-2021(pdf), BOCC — Rebate-Annually-June-2022(pdf), BOCC — Rebate-Annually- June-2023(pdf) If you require additional information, please post a question on our Bid Sync (www.bidsync.com) bidding platform under the solicitation for this project. Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. (Signature) J.P. Morgan (Name of Firm) 9/6/2023 Date Co ter County Procurement Services Division Date: August 25, 2023 Email: Patrick.Boyle@colliercountyfl.gov Telephone: (239) 252-8941 Addendum #4 From: Patrick Boyle, Procurement Strategist To: Interested Bidders Subject: Addendum #4 23-8137 Purchasing Card Services This Addendum has been issued for the following items identifying clarifications, changes, deletions, and/or additions to the scope of work and/or the solicitation documents for the above referenced solicitation: Change 1. See revised PO Terms & Conditions uploaded into BidSync. If you require additional information, please post a question on our Bid Sync (www.bidsync.com) bidding platform under the solicitation for this project. Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. A+W " 9/6/2023 (Signature) Date J.P. Morgan (Name of Firm) Review of Terms and Conditions The County has already executed J.P. Morgan documentation for the accounts and services proposed in this response to the County's RFP. Additional account opening documents or service terms may be required from the County for new accounts or services. As part of our efforts to manage our environmental footprint in an efficient and sustainable manner, sample documents are being provided through the links below. Please note that these documents may be modified by the bank from time to time. At the time of your implementation, and based on the specific services you elect to use, you will receive the applicable agreements to be executed from your implementation project manager. • Sample Master Commercial Card Agreement: Please see Appendix 2. Know Your Customer (KYC) J.P. Morgan is required to know its customer and to adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness and to fight against the funding of terrorism, money laundering and sanction related activities including performing certain transaction screenings. This means J.P. Morgan will request information about the County and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with its policies and procedures. This is an ongoing requirement and the provision of services pursuant to this proposal and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of those policies and procedures and compliance by the County with applicable law with respect to the services provided and J.P. Morgan's policies of which the County is informed. Exceptions to the Account and Service Terms and Conditions J.P. Morgan has identified below the Account and Service Terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the contract terms. The proposed changes are indicated by additions in black, italic, underlined, text and deletions by 13. INSURANCE AND BONDING REQUIREMENTS 13.1 The Vendor shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized or permit to do business in the State of Florida as set forth in the Insurance and Bonding attachment of this solicitation. The Vendor shall be required to provide the Certificate of Insurance(s) with the limits set forth in the solicitation within five (5) reasonable days upon notification of selection for award. If the Vendor cannot provide the document within the referenced timeframe, the County reserves the right to award to another Vendor. The Disclosure statement 1 87 1 Vendor shall procure and maintain. all risk property insurance upon the entire project, if required, to the full insurable value of the scope of work. 13.5 The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall name include Collier County, Florida, as an additional insured as to the operations of Vendor under this solicitation and shall contain a severability of interests provisions. 13.6 Collier County Board of County Commissioners shall be named included 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: 13.9 The Vendor and/or its insurance carrier shall provide 30-days reasonable written notice to the County of policy cancellation or non renewa4 material change 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 reasonable time 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 rp- m ,t..^';^^ 13.11 If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work, the Vendor shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (1-0) reasonable 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. 31. SECURITY AND BACKGROUND CHECKS 31.1 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, Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. Disclosure statement 1 88 1 31.3 The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DLFMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. Exception7 RFP Number(►Jage Collier County Board of County Commissioners J.P. Morgan has enclosed a current copy of its Master Commercial Card Terms Agreement ("Agreement") applicable to commercial card services offered by J.P. Morgan. J.P Morgan requests that this document be the governing document for any resulting relationship. J.P. Morgan agrees to negotiate this Agreement in good faith, to reach a mutually beneficial agreement with during such negotiations. 1. Term of Contract 5 Exception: The Bank's does not offer fixed pricing for its Commercial Card Program(s). 2. Mandatory Elements, 7 Exception: The Bank takes exception to the following statement: Section 2 The County does not pay from statements and cannot accept late payment fees. Bank provides periodic statements to clients. Payment must be made for all transactions by the payment date indicated on the periodic statement, or client will be subject to late fees as indicated in client's contract. 3. Insurance and Bonding 12, 27- 28 Exception: Please see section 13. Insurance and Bonding Requirements Requirements below. 4. County's Right to Inspect 13 Exception: The Bank takes exception here as inspection of Bank facilities is not appropriate or necessary for the provision of Commercial Card Services. 5. Additional Terms and 13 Exception: Bank takes exception to use of client's standard terms Conditions of Contract and conditions. Except as modified by negotiations following notification of award of the business referenced in this RFP and set forth in the final agreement, the Bank anticipates that its Master Commercial Card Agreement, as applicable to services and accounts contemplated by this RFP will be the governing document for any resulting relationship between the parties. For clarity, it is the Bank's expectation that the current form agreement between the bank and client will continue to be the governing document for the Bank's provision of Commercial Card Services. 6. Termination 15 Exception: Bank takes exception to client being the sole judge of non- performance. 7. Vendor Declaration 18 Exception: Bank will not accept a Purchase Order from client as a Statement form of formal contract, or agree to client's form agreement. It is Disclosure statement 1 89 1 Bank's expectation that the Bank's Master Commercial Card Agreement will be the governing document for any resulting relationship between the parties. Bank agrees to comply with the terms, conditions, and specifications of its RFP response provided herein. Exception: Bank does not agree to following language in Vendor Declaration Statement: .Further, the Vendor agrees that if awarded a contract for these goods and/or services, the Vendor will not be eligible to compete, submit a proposal, be awarded, or perform as a sub -vendor for any future associated work that is a result of this awarded contract. 8. Purchase Order Terms 28-31 Exception: Bank takes exception to client's purchase order terms and and Conditions conditions form in its entirety. It is Bank's expectation that any resulting relationship between the parties will be governed by the Bank's Master Commercial Card Agreement. For clarity, it is Bank's expectation that the client will continue to be governed by its current Master Commercial Card Agreement with the Bank. Disclosure statement 1 90 1 Disclosure statement This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the "Organization") in order to assist the Organization in evaluating certain products or services that may be provided by J.P. Morgan. Chase, J.P. Morgan, and JPMorgan Chase and InstaMed are marketing names for certain businesses of JPMorgan Chase & Co. and its affiliates and subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used). Products and services may be provided by commercial bank affiliates, securities affiliates or other J.P. Morgan affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker/dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services under applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. We are not responsible for the performance of our partners, their continued service levels, or their ability to provide services. The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. J.P. Morgan makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors regarding such matters and the suitability, permissibility and effect of any transaction. In no event shall J.P. Morgan nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. J.P. Morgan is not providing any such advice or acting as the Organization's agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section 15B of the Securities and Exchange Act of 1934, as amended. 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. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of J.P. Morgan's "Know Your Customer" due diligence and meeting product requirements. These steps are included in J.P. Morgan's client onboarding process. This document may contain information that is confidential and/or 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. Such information is marked "confidential" and may not be copied, published or used, in whole or in part, for any purpose other than as expressly authorized by J.P. Morgan. To help the United States government fight the funding of terrorism and money laundering activities, U.S. law (Section 326 of the USA PATRIOT Act) requires banks and certain other financial institutions to obtain, verify, and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and/or documentation that will allow us to identify the account owner(s), as required by law. 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/enforcemenVofac. J.P. Morgan is licensed under U.S. Pat Nos. 5,910,988 and 6,032,137. PaymentNet® is a registered trademark of JPMorgan Chase & Co. MasterCard® and smartdata.gen2Tm 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. If this is a Commercial Card product proposal, this proposal is valid for 60 days from September 6, 2023. J.P. Morgan reserves the right to amend this proposal thereafter. All trademarks, trade names and service marks appearing herein are the property of their respective owners. This document does not constitute a commitment by any J.P. Morgan entity to extend or arrange credit. © 2022 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured. r�` J.P. Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible. l--� Disclosure statement 1 91 1 Commercial Card disclosure This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the "Organization") in order to assist the Organization in evaluating certain products or services that may be provided by JPMorgan Chase Bank, N.A. Chase, J.P. Morgan, and JPMorgan Chase and InstaMed are marketing names for certain businesses of JPMorgan Chase & Co. and its affiliates and subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used). Products and services may be provided by commercial bank affiliates, securities affiliates or other JPMorgan Chase & Co. affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker/dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services under applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. We are not responsible for the performance of our partners, their continued service levels, or their ability to provide services. The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. Chase makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors regarding such matters and the suitability, permissibility and effect of any transaction. In no event shall Chase nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. Chase is not providing any such advice or acting as the Organization's agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section 15B of the Securities and Exchange Act of 1934, as amended. This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and Chase. Chase also requires execution of all applicable product and service agreements. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of Chase's "Know Your Customer" due diligence and meeting product requirements. These steps are included in Chase's client onboarding process. This document may contain information that is confidential and/or proprietary to Chase, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. Such information is marked "confidential" and may not be copied, published or used, in whole or in part, for any purpose other than as expressly authorized by Chase. To help the United States government fight the funding of terrorism and money laundering activities, U.S. law (Section 326 of the USA PATRIOT Act) requires banks and certain other financial institutions to obtain, verify, and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and/or documentation that will allow us to identify the account owner(s), as required by law. 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/enforcemenVofac. J.P. Morgan is licensed under U.S. Pat Nos. 5,910,988 and 6,032,137. PaymentNet® is a registered trademark of JPMorgan Chase & Co. MasterCard® and smartdata.gen2Tm 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. Commercial Card proposals are valid for 90 days from September 6, 2023. J.P. Morgan reserves the right to amend this proposal thereafter. All trademarks, trade names and service marks appearing herein are the property of their respective owners. This document does not constitute a commitment by any Chase entity to extend or arrange credit. © 2022 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured. J.P. Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible. Disclosure statement 1 92 1 CONTACT U Ell . '•i -V � •� ' � _ - r . CHARLES MILLION Senior Treasury Management Officer 3399 PGA Blvd, Ste 120 Palm Beach Gardens, FL 33410-2819 (561) 775-7515 charles.million@jpmorgan.com RALPH HILDEVERT Relationship Executive 1450 Brickell Ave, Floor 15 Miami, FL 33131-3444 (305) 579-9320 ralph.hildevert@jpmorgan.com J.I?Morgan Proposal for COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Appendices 1 J.P. Morgan Appendix 1 J.P. Morgan Chase Supplier Diversity Program JPMORGAN CHASE &CO. Global Supplier Diversity Program Overview j April 2023 Questions may be directed to: supplier.diversity@jpmchase.com MISSION n.. For nearly 30 years JPMorgan Chase has been committed to purchasing from diverse suppliers - businesses that are certified as being at least 51 % owned operated and controlled by a member of a historically underrepresented group including ethnic minorities; women; veterans; service -disabled veterans; people with disabilities; and the LGBTQ+ community. Our supplier diversity mission is comprised of three pillars: (1) facilitating the growth and development of diverse businesses in our supply chain network, (2) promoting equity and inclusion across our entire a portfolio of supply chain business partners; and (3) driving economic growth in the communities in which we do business. Senior management's commitment, policies, procedures, strategies, and results demonstrate that supplier diversity is an important part of our Diversity Equity and Inclusion strategy. We are proactive in our outreach to diverse businesses, connecting them with internal and external decision -makers. The firm is leveraging its purchasing organization to drive more spend with underrepresented businesses; bring an enhanced equity lens to the way JPMorgan Chase does businesses and serves its customers; and foster a Diversity, Equity and Inclusion culture across the wider corporate business community. Racial equity commitment: In 2020, JPMorgan Chase committed an additional $30 billion over five years to advance racial equity. The firm is harnessing its expertise in business, policy and philanthropy to address the key drivers of the racial wealth divide, reduce systemic racism against Black, Hispanic and Latino people, and support employees. As part of this commitment, JPMorgan Chase has pledged to grow Black, Hispanic and Latino -owned businesses through business lending, coaching, technical assistance and capital; and spend an additional $750 million with these businesses. By the end of 2022, the firm reached $556 million in additional spend with Black Hispanic and Latino -owned companies as part of the firm's Racial Equity Commitment JPMORGAN CHASE &CO. STRATEGY The JPMorgan Chase Global Supplier Diversity team, in partnership with the procurement organization is implementing a multi -prong strategy that includes the following: 142 "t J i BUSINESS DEVELOPMENT The addition of dedicated sourcing and business development professionals to ensure that diverse suppliers can successfully navigate our processes, fulfill their contracts, and grow their business with JPMorgan Chase. LEVERAGING SUPPLIER RELATIONSHIPS Mobilizing over 100 of our top suppliers, known as "Gold Suppliers," to mirror the firm's commitment to supplier diversity by enhancing their own supplier diversity programs and their efforts to spend more with diverse suppliers over three years. Over the last two years, nearly 90% of our Gold Suppliers have increased their diversity spend, generating over $6 billion of new diversity spending. MINIMUM DEI STANDARDS Establishing minimum DEI standards as a prerequisite for all suppliers doing business with the firm. Their Diversity Equity and Inclusion practices will be audited and monitored in the same way that we control for other business -critical processes, like cybersecurity standards. LOWERING BARRIERS TO OPPORTUNITY Developing innovative programs to lower common barriers to corporate contract opportunities such as cyber-readiness and the cost of meeting minimum corporate requirements. EDUCATION & DEVELOPMENT Both internally and through our relationships with external partners, such as the Women's Business Enterprise National Council and the National Minority Supplier Development Council, we host, sponsor and participate in educational events for entrepreneurs from historically underrepresented groups. In addition, we partner with business schools and other organizations to provide tactical and executive level education to diverse business owners. JPMORGAN CHASE &CO. SUPPLIER DIVERSITY AND STRATEGIC SOURCING To ensure that we maintain a steady pipeline of eligible diverse suppliers, we work closely with them through each stage of their relationship with us. We invite diverse suppliers interested in doing business, or currently doing business with JPMorgan Chase to register via the JPMorgan Chase Supplier Registration Portal at www.opmorganchase.com/SupplierDiversity Registered suppliers go through an initial evaluation and qualification. Supplier Diversity criteria is integrated into the strategic sourcing process. We strive to achieve the optimal combination of service, quality and price for the products and services purchased through our procurement organization. Together, we help provide diverse suppliers with a broad range of project opportunities. We partner with sourcing managers and our business units to ensure active Supplier Diversity involvement in every step of the sourcing process. Qualified and certified diverse suppliers are identified from our Diverse Supplier Registration Portal and other external supplier databases to source diverse vendors that can meet our business needs. MANAGEMENT TRACKING AND REPORTING JPMorgan Chase has robust management, tracking and reporting systems to support our supplier diversity initiatives. The firm tracks spend by each of the diversity classifications. TIER 2 PROGRAM JPMorgan Chase consistently makes good faith efforts to provide contracting opportunities to diverse suppliers. In addition to purchasing directly from diverse suppliers, JPMorgan Chase also encourages its prime suppliers — both diverse and non -diverse — to include diverse businesses in their supply chains. We also assist our suppliers in expanding their supplier networks to include more diverse vendors. We track this Tier-2 spend by asking our suppliers to report their diverse supplier spend to us on a quarterly basis. To enhance our impact above and beyond what the firm spends with diverse suppliers, we are mobilizing our top suppliers, known as "Gold Suppliers," to mirror the firm's commitment to supplier diversity by enhancing their own supplier diversity programs and their efforts to spend more with diverse suppliers. Understanding that different companies have different levels of diversity program maturity, we are meeting them where they are and providing them with mentoring, coaching and education so they are better equipped to run a successful supplier diversity program of their own. This approach is focused on comprehensive supplier diversity program growth, not just spend increases. While we're targeting increases over three years, the larger purpose is to have these companies develop sustainable programs that will create new diverse spending for decades to come. JPMORGAN CHASE &CO. FINDING DIVERSE SUPPLIERS CERTIFICATION REQUIREMENTS JPMorgan Chase defines a "Diverse Supplier" as one certified by a designated third -party as being 51 % owned, operated and controlled by members of historically underrepresented groups, including: ■ Minority -Owned Business Enterprise (MBE) ■ Women -Owned Business Enterprise (WBE) ■ Veteran -Owned Business Enterprise (VBE) ■ Service -Disabled Veteran -Owned Business Enterprise (SDVBE / DVBE) ■ LGBT-Owned Business Enterprise (LGBTE) ■ Disability -Owned Business Enterprise (DOBE) ■ Small Business Enterprise (SBE) EXTERNAL PARTNER ORGANIZATIONS We partner with several organizations and their local affiliates for support to execute on our supplier diversity objectives, including third -party certification standards. The following are examples of our largest community partners: ■ National Minority Supplier Development Council ■ Women's Business Enterprise National Council ■ National Veteran Owned Business Association ■ National Veteran Business Development Council ■ National LGBT Chamber of Commerce ■ Disability:IN ■ WEConnect International ■ U.S. Hispanic Chamber of Commerce ■ U.S. Pan Asian American Chamber of Commerce ■ Minority Supplier Development United Kingdom ■ National Center for American Indian Enterprise Development These organizations provide a platform for supporting our program, as well as networking directly with diverse business owners. Ii JPMORGAN CHASE &CO. 2022 SPEND ority 1.7B LGBT $45M /AAA/A, Women Veterans $1m1B $113M Disability Small Business $32M $984M In addition to being one of only two financial intuitions in the Billion Dollar Roundtable, JPMorgan Chase has been named one of The Forefront 50: Top Corporations for Minority Businesses by National Minority Supplier Development Council; Top 50-Best of the Best Corporation for Inclusion by the National Business Inclusion Consortium; and inducted into the Top Corporations for Women's Business Enterprises Hall of Fame by the Women's Business Enterprise National Council JPMORGAN CHASE &CO. J P. Morgan Appendix 2 J.P. Morgan Master Commercial Card Agreement MASTER COMMERCIAL CARD AGREEMENT Version 2.4 This Master Commercial Card Agreement, which comprises the Master Terms together with any exhibits and Local Schedules attached thereto, as amended, supplemented or replaced from time to time (the "Master Agreement"), is made and entered into as of , 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. 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. 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 Virtual Card Accounts. Card Request means a written or electronic transmittal from Client, requesting Bank to issue a Card(s). Cardholder means: (A) an individual in whose name a Card is issued, and (B) any person 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. 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 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. 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. Virtual Card Account or Single -Use Account means a one-time virtual card number generated for a single transaction. 2. Certain Bank Services A. Subject to prior financial, risk management and compliance approvals by Bank, Bank shall establish Accounts in the name of Client and, where applicable, issue Cards to employees and 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 defenses or offsets available to such Affiliates). Client shall cause each of its Affiliates and their respective Cardholders to comply with the Master Agreement. C. Notwithstanding the foregoing, Bank shall not be obligated to provide any Account to Client or any Client Affiliate or any Card to an employee or authorized representative of Client or any Client Affiliate or to process any transactions in violation of any limitation or prohibition imposed by Applicable Law, including, but not limited to, the regulations issued by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"). D. Receipt Image Services. For purposes of this section, "Receipt Image Services" means the optional services provided through Bank to allow Client the ability to attach and maintain image(s) of receipt(s) on the System, and "Receipt Image(s)" means an image of a receipt produced by a Transaction through use of Accounts and maintained on the System. Receipt Images will be stored and made available to Client through use of the System. In order to make Receipt Images available through the System, Client shall first attach to the System images of Client's receipts through use of its own devices. Client is responsible for verifying the accuracy of the image of its receipts and any other information uploaded and entered into the System. Client shall ensure that the information contained in the image of the receipt accurately reflects the applicable Transaction. Receipt Images will be made available online through the System for a maximum of thirty-six (36) months ("System Image Accessibility Period"). The System Image Accessibility Period includes the month of the Transaction Date. Bank may, in its sole and absolute discretion, reject Receipt Images provided by Client to be posted on the System. In addition, Bank may suspend Client's use of the Receipt Image Service at any time without prior notice to Client. 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 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 ("MCCs") identified by Bank and presented to Client; b. Client must maintain reasonable security precautions and controls regarding the dissemination, use and storage of Account and Transaction data; and G. 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. 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. Client shall adhere to all applicable license agreements, security procedures, and terms and conditions regarding the System. B. Client agrees that any access, Transaction, or business conducted on the System is presumed by Bank to have been in Client's name for Client's benefit. C. Except for unauthorized use by a Bank employee, Client is solely responsible for the genuineness and accuracy of all instructions, messages and other communications received by Bank via the System. Bank may rely and act upon all Client instructions and messages issued with valid credentials. D. From time to time, Bank may suspend the System when Bank considers it 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 ASSET 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. 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 written 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 8.0 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 8.0 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. 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. After this Master Agreement or any Local Schedule terminates or expires, the terms of this Master Agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. Notwithstanding anything to the contrary contained in this Section 8, the provisions of this Master Agreement shall remain in effect until all Cards and Accounts have been cancelled. 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, the Networks, and any other authorized third parties in connection with Bank's provision of Program services; provided, that these authorized third parties are subject to obligations of confidentiality at least as restrictive as those set forth in this Section 10. 11. Miscellaneous A. Except as otherwise mutually agreed, neither Party shall use the Marks of the other Party without its prior written consent. If Client elects to have its Marks embossed on the Cards or provide them to Bank for other uses, Client hereby grants Bank a non-exclusive limited license to use the Marks for the foregoing purposes. B. 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. 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. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in any country in which Bank conducts business or has a service provider. Client authorizes Bank to transfer Client information to such affiliates, branches or units at such locations as Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided. N. 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. O. If any credit arises on an Account with respect to 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. Client represents and warrants that Client has and shall maintain the requisite authority to allow Bank to withdraw funds from Client's accounts as well as any agency accounts Client holds or maintains for third parties. Client agrees that Client will maintain designated business accounts for the purpose of funding Virtual Card Account transactions, and that Client must maintain balances sufficient to cover all associated payment instructions provided to Bank. Client additionally agrees that Bank shall have no obligation to process transactions or make payments in the event that balance(s) of Client's designated business accounts or any associated internal account(s) held by Bank for the purposes contemplated herein is insufficient to cover the requested payment instructions. Upon receipt of payment instructions, Bank will immediately debit Client's designated business account to fund Virtual Card Account transactions. Client agrees and understands that the designated business account(s) are and will remain subject to Bank's applicable account terms for such accounts and with Bank's applicable funds availability policies. Q. In addition to the Bank rights provided in Section 4 of this Agreement, in the event of Client's insolvency Bank reserves the right to immediately cancel all pending or outstanding funded Virtual Card payment instructions, return any associated Client or third party funds, and Bank shall not be obligated to accept, fund, or otherwise process any funded transactions during the pendency of such insolvency. Bank additionally reserves the right to apply funds to satisfy Bank obligations related to Client's Program, including processed transactions and outstanding authorizations. R. Except to the extent arising from the negligence or willful misconduct of Bank, Client agrees to indemnify, defend and hold Bank harmless from any action, claim, damage, liability, garnishment, lien, levy or other order, cost or expense including attorneys' fees, from any third party arising from or related to (i) Bank's acceptance or processing of a payment instruction or transaction from Client or on Client's behalf or any third party's behalf, and (ii) Client's breach of any representation or warranty in Section 11.P of this Agreement. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE 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. EXHIBIT to the Master Terms FEES & INCENTIVES Exhibit to the Master Terms SUPPLIER RECRUITMENT AUTHORIZATION EXHIBIT 1. DEFINITIONS. For the purposes of this Exhibit, the following terms will have the meaning given below. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. "Claim(s)" means any and all past, present and future claim(s), loss(es), liabilit(ies), obligation(s), expense(s), attorney or other fee(s), suit(s), debt(s), lien(s), contract(s), agreement(s), promise(s), demand(s) or damage(s), of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, including legal fees to the full extent permitted by law. "Client Information" means information provided by Client to Bank for purposes of Supplier Recruitment (as defined below), including, but not limited to: (i) contact information for Client and/or Supplier(s); (ii) accounts payables details (e.g., payment summaries, amounts/counts, invoice numbers, billing account numbers and current and future payment terms); and (iii) payment preferences for Client and/or Supplier(s). "Supplier Data Enrichment" means a recruitment service utilizing internal and external data sources to obtain supplier contact information for the purpose of Supplier Recruitment (as defined below). Bank will: (i) use commercially reasonable efforts to enrich supplier data provided by Client via the Supplier Data Enrichment process, and (ii) provide on a weekly basis a report of supplier data that is captured during the acceptance process for further verification from Client. "Supplier(s)" means Clients' supplier(s) and/or vendor(s) identified in accounts payable documentation, or other documentation provided to Bank by Client. "Third Party" or "Third Parties" means a payment solution partner of Bank. 2. SUPPLIER RECRUITMENT Client asks and authorizes Bank and/or Third Party to communicate with Suppliers through various methods on behalf of and in the voice of Client for the purpose of requesting that Suppliers accept payment using wholesale payments products offered by Bank, including but not limited to commercial card and automated clearing house (the, "Supplier Recruitment"). For the sole purposes of Supplier Recruitment, Client consents to Bank's disclosure of such Client Information to Third Parties and Suppliers. Bank reserves the right to refuse or discontinue Supplier Recruitment and/or Supplier Data Enrichment services at any time. 3. CLIENT ENGAGEMENT Client shall be deemed to have accepted and agreed to the following: i. Client will commit to having internal resources available to address recruitment needs; ii. Client will provide, to the extent commercially reasonable, complete and accurate Client Information including, but not limited to, Supplier name, remittance address, contact name, phone number, and email addresses in a format consistent with Bank instruction; iii. Should Client not have complete and accurate Supplier contact information, the Bank will offer Supplier Data Enrichment; iv. Client is solely responsible for validating Bank obtained Client Information, including but not limited to Supplier contact information during Supplier Data Enrichment and prior to issuing payment to that Supplier. Client acknowledges that Supplier contact information is deemed to be accurate once payment has been requested. 4. TERMS AND CONDITIONS A. Obligations and Liabilities i. Despite anything to the contrary in the Agreement, Client, on its behalf and on behalf of each of its Affiliates: (a) will indemnify and hold Bank and each of its Affiliates harmless against Claims, except in the event of Bank's gross negligence, that may arise related to: (1) Supplier Recruitment; (2) Supplier Data Enrichment; or (3) a third -party Claim related to the disclosure of Client Information for the purpose of Supplier Recruitment. (b) agrees to reimburse Bank and each of its Affiliates for any direct damages Bank incurs related to Claims arising from third parties under clause 4.A.i.(3). (c) releases and forever discharges Bank and each of its Affiliates from any and all liability for indirect, special, punitive, or consequential damages in any form or under any circumstances, even if Bank has been advised of the possibility of such damages, except to the extent that such Claims arise from the gross negligence of the Bank or its Affiliates. B. Use of Client Logo. Client grants Bank a non-exclusive, limited, non -transferable, and revocable license to use Client's marks (whether registered or not) for the sole purpose of Supplier Recruitment. C. Authorizing Transfers. Client represents and warrants that Client has obtained the consent required to authorize Bank to disclose Client Information, including information about and Supplier(s), for purposes of Supplier Recruitment. D. Giving Bank Notice. Despite anything to the contrary in the Agreement, Client agrees that it will provide Bank with notice to revoke this Exhibit, which shall have the effect of terminating Supplier Recruitment. Bank will have a reasonable period of time to act on Client's notice after Bank receives it. The Agreement shall remain in full force and effect unless otherwise terminated as set forth in Agreement. 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 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. 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. 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 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. 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. 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. Vill. 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 51_2 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 K1 R 1 B9 Website: http://www.fcac-acfc.qc.ca/eng/ XI. English Language A. The parties hereby confirm their express wish that this Canada Schedule and any documents, including the Master Terms, notices, acknowledgments, statements, or amendments, modifications or other matters related to any of the foregoing, be drawn up in English and declare themselves to be satisfied therewith, the whole, however, without prejudice to any documents which may from time to time be drawn up in French and English. Les parties confirment par les presentes qu'elles souhaitent expressement qua la presente Annexe relative au Canada at tout document, y compris les Modalites cadres, les avis, les attestations, les declarations, les modifications ou les autres questions se rapportant A ce qui precede, soient rediges en anglais et elles s'en declarent satisfaites, etant entendu toutefois que des documents peuvent a ('occasion titre rediges en frangais et en anglais. B. Client acknowledges and understands that some Systems provided to Client by Bank may not be available in French. Client further acknowledges it is responsible for selecting the System for its Canada Program. 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. J P. Morgan Appendix 3 Financial Proposal s` Prepared for Collier County Board of County Commissioners FINANCIAL PROPOSAL September 7th, 2023 J PMrn DISCLAIMER PM rn ■ FINANCIAL PROPOSAL Financial Incentives — U.S. Programs Annual Standard Volume Incentive J.P. Morgan is pleased to offer a volume rebate based on annual Total Charge Volume and Settlement Terms for your programs. The Settlement Terms in your contract determine the volume rebate rate we apply to the annual Net Charge Volume for your programs, according to the schedule below. Settlement Terms of 30 It 25 means your billing cycle has 30 calendar days and you have 25 calendar days after the cycle ends to make a payment. ombined U.S. Purchasing Card and U.S. Virtual Card programs Volume Rebate Rate applied to annual Net Charge FAnnual Total Charge Volume at or above: Volume by Program Settlement Terms @ 30 8 25 Settlement Terms 000 000 $12,500,000 $15,000,000 $20,000,000 $30,000,000+ Discount Interchange Rate Should Client achieve the minimum annual Total Charge Volume required to earn a Volume Rebate as stated above, Bank will pay Client a rebate based on annual Discount Interchange Rate Transaction Volume associated with each Program. The rebate will be calculated as the Discount Interchange Rebate Rate (with categories as determined according to the following schedule) multiplied by the annual Discount Interchange Rate Transaction Volume for each respective category associated with each Program, subject to the rebate adjustments below. 3 J P.1 rrl FINANCIAL PROPOSAL Average File Turn Adjustment The Volume Rebate Rate and Discounted Interchange Rebate Rate will be adjusted based upon the difference between the actual Average File Turn for your program(s) and the Assumed Average File Turn ("AFT") value reflected in the table below. AFT is based upon the assumption that a client spends proportionately throughout each billing cycle, and payment is made on the due date specified for the Program's elected Settlement Terms. For example, a program with Settlement Terms of 30 £t 25 will have an AFT of 40 if client spends proportionately throughout the 30 day billing cycle and payment is made 25 days following the end of the billing cycle as reflected in the grid below. 1. Settlement Terms T �. Average File Turn Assumption (AFT) 40 File Turn Adj for each whole number that actual Average File 0.0050% Turn is less than AFT File Turn Adj for each whole number that actual Average File-0.0050% Turn is greater than AFT LL Maximum File Turn Allowed 45 Terms and Conditions • This offer will be effective at time of contract signing. • The U.S. Purchasing Card and U.S. Virtual Card programs will be on a Visa platform. • The U.S. Purchasing Card will remain on their current 30 >t 25 Settlement Terms. • Settlement of any centrally billed account must be made by automatic debit. • You shall not be liable for fraudulent transactions provided you operate your 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). • Credit losses will be deducted from all rebates. In cases where rebates earned are insufficient to cover these deductions, you will be invoiced for the difference. • Late fees will be deducted from all rebates. In cases where rebates earned are insufficient to cover these deductions, you will be invoiced for the difference. • To qualify for rebates, you must be current at the time of rebate calculation/payment, meet Settlement Terms 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 that you designate. • In the event that the network lowers its interchange rates, J.P. Morgan reserves the right to adjust rebates and fees accordingly. • J.P. Morgan reserves the right to set Supplier Fees on the J.P. Morgan Virtual Connect Network and to adjust client rebates and fees accordingly. • All clients are subject to prior credit approval before a firm commitment will be issued from J.P. Morgan. J. P. Mor n FINANCIAL PROPOSAL UNITED STATES The following are the fees associated with U.S. Purchasing Card and U.S. Virtual Card programs: it-, ally-IRMIA M M 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 (WAIVED for U.S. Virtual Card transactions on Visa only) Standard card $0.00 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) 5 J P.M rn FINANCIAL PROPOSAL Pricing Assumptions, Definitions and Disclaimer — U.S. Programs The proposed pricing for your requested card programs is based on the following assumptions: $5,500,000 $10,000,000 $15,500,000 30 30 25 25 382 n/a 382 5 years with two (2) one-year auto renewals Corporate, Central, Corporate, Central, Central Central Definitions "Net Charge Volume" means total charges made on any and all cards or accounts, net of returns, cash advances, convenience check amounts, and fraudulent transactions. U.S. Net Charge Volume does not include any Discount Interchange Rate Transaction Volume. "Total Charge Volume" means the sum of Net Charge Volume and Discount Interchange Rate Transaction Volume. "Discount Interchange Rate Transactions" means Transactions made on any and all cards or accounts, with an interchange rate or Supplier Fee below 2.00% under either applicable Credit Card Network rules or the JPMorgan Virtual Connect Network. Those Transactions include but are not limited to Large Ticket Transactions, level 3 Transactions, MasterCard and Visa Partnership programs, and any other programs entered into by the Networks, Client, Bank, merchant, or others whereby the parties to those programs have agreed to interchange rates or Supplier Fees below 2.00% for certain transactions. This does not include returns, cash advances, convenience check amounts, or Fraudulent Transactions. "Discount Interchange Rate Transaction Volume" means total Discount Interchange Rate Transactions made on any and all cards or accounts. Discount Interchange Rate Transaction Volume is comprised of two categories based on the interchange rate of each transaction: • "Discount Interchange Transaction Volume Category 1" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee 1.00% and above (interchange rates or Supplier Fee from 1.00% - 1.99%). • "Discount Interchange Transaction Volume Category 2" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee below 1.00 % (interchange rates or Supplier Fee from 0.00 %-0.99 %). "Supplier Fee" means the agreed upon fee(s) charged to merchants accepting payment through the JPMorgan Virtual Connect Network. Disclaimer We prepared this confidential and proprietary proposal exclusively for you in order to help you evaluate some of JPMorgan Chase Bank, N.A.'s products and services. In preparing this proposal, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information provided by you, or otherwise obtained from public sources that we have otherwise reviewed. This proposal: • Is not legally binding • Cannot be disclosed to a party other than the one we addressed and delivered it to, or its subsidiaries, and can only be used to evaluate the products and services here unless we otherwise agree in writing • Is valid for 180 days; thereafter, we can change it at any point or upon any requested changes, which can result in a new proposal. Any products, services, terms, or other matters described in this proposal (other than in respect of confidentiality) are subject to the terms of separate legally binding documentation and are subject to change without notice. Additionally, we make no representations about the legal, regulatory, tax or accounting implications of anything in this proposal. Neither we nor any of our directors, officers, employees or agents are responsible or liable to you or any other party for the contents of this proposal, anything referred to in it, and anything discussed as a result of it. © JPMorgan Chase Bank, N.A. All Rights Reserved. J.P.Moroun J P. Morgan Appendix 4 SunBiz Registration Confirmation N<epartment of Stale I Oiviswn of CaPoralions / Search Records / 5rydc by Enliry Name / Previous On Lisa Net On List Return to Her jpmorgan chase Search No Events No Name Hisi Detail by Entity Name Designation ofAgent JPMORGAN CHASE BANK, NA. Filing Information Document Number O170000WW0 FEVER Number 13 994650 Date Flktl W,03 017 state OR status ACTIVE Principal Address 111 POLARIS PKVJY COLUMBUS, OR 43240 Mailing AECress 111 POLARIS PKVJY COLUMBUS, OR 43240 Registered Agent Name & Address CT CORPORATION SYSTEM 12MS PINE ISI ND RD PLANTATION, FL33324 Officer/Director Detail NONE Annual Reports No Annual Reports Filed Document Images ON0320T1— Des lcne�oof gentVlew image In PDF formal J.P. Morgan Appendix 5 J.P. Morgan's Certificate of Public Depository STATE OF FLORIDA Office of the Chief Financial Officer Division of Treasury Bureau of Collateral Management CERTIFICATE OF QUALIFIED PUBLIC DEPOSITORY UNDER THE FLORIDA SECURITY FOR PUBLIC DEPOSITS ACT This is to certify that JP MORGAN CHASE BANK, N.A. 1111 POLARIS PARKWAY COLUMBUS, OHIO 43240 has fully qualified as a public depository pursuant to Chapter 280, Florida Statutes, otherwise known as the Florida Security for Public Deposits Act. As such, said bank or savings association is hereby designated to receive public deposits, as defined in Subsection 280.02(13), Florida Statutes. Given under my hand this 13th day of October, 2011. W IV CHIEF FINANCIAL O '[CER; STATE OF FLORIDA DFSJI-1"2 Rev. 3/➢2 J P. Morgan Appendix 6 t-Verify Memorandum of Understanding r=-Veri Company ID Number:43808 Client Company ID Number:1488690 THE E-VERIFY MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS USING AN E-VERIFY EMPLOYER AGENT ARTICLE I PURPOSE AND AUTHORITY The parties to this agreement are the Department of Homeland Security (DHS), the JPMorgan Chase Bank, N.A. (Employer), and the E-Verify Employer Agent. The purpose of this agreement is to set forth terms and conditions which the Employer and the E-Verify Employer Agent will follow while participating in E-Verify. E-Verify is a program that electronically confirms an employee's eligibility to work in the United States after completion of Form 1-9, Employment Eligibility Verification (Form 1-9). This Memorandum of Understanding (MOU) explains certain features of the E-Verify program and describes specific responsibilities of the Employer, the E-Verify Employer Agent, the Social Security Administration (SSA), and DHS. 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. Section 1324a note). The Federal Acquisition Regulation (FAR) Subpart 22.18, "Employment Eligibility Verification" and Executive Order 12989, as amended, provide authority for Federal contractors and subcontractors (Federal contractor) to use E- Verify to verify the employment eligibility of certain employees working on Federal contracts. ARTICLE II RESPONSIBILITIES A. RESPONSIBILITIES OF THE EMPLOYER 1. The Employer agrees to display the following notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system: A. Notice of E-Verify Participation B. Notice of Right to Work 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 about E-Verify. The Employer also agrees to keep such information current by providing updated information to SSA and DHS whenever the representatives' contact information changes. 3. The Employer shall 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 1-9 procedures, with two exceptions: A. 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 1-9 process to establish identity.) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 1-888-464-4218. B. If an employee presents a DHS Form 1-551 (Permanent Resident Card), Form 1-766 (Employment Authorization Document), or U.S. Passport or Passport Card to complete I -Form 1-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9. The Employer will use the photocopy to verify the photo and to assist DHS with its review of photo mismatches that employees contest. DHS may in the future designate other documents that activate the photo screening tool. Note: Subject only to the exceptions noted previously in this paragraph, employees still retain the right to present any List A, or List B and List C, document(s) to complete the Form 1-9. 5. The Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. Page 1 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 6. The Employer agrees that, although it participates in E-Verify, the Employer has a responsibility to complete, retain, and make available for inspection Forms 1-9 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 1-9 procedures. A. The following modified requirements are the only exceptions to an Employer's obligation to not employ unauthorized workers and comply with the anti -discrimination provision of the INA: (1) List B identity documents must have photos, as described in paragraph 5 above; (2) When an Employer confirms the identity and employment eligibility of newly hired employee using E-Verify procedures, the Employer establishes a rebuttable presumption that it has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of that employee; (3) If the Employer receives a final nonconfirmation for an employee, but continues to employ that person, the Employer must notify DHS and the Employer 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) If the Employer continues to employ an employee after receiving a final nonconfirmation, then the Employer is subject to a rebuttable presumption that it has knowingly employed an unauthorized alien in violation of section 274A(a)(1)(A); and (5) no E-Verify participant is civilly or criminally liable under any law for any action taken in good faith based on information provided through the E-Verify. B. DHS reserves the right to conduct Form 1-9 compliance inspections, as well as any other enforcement or compliance activity authorized by law, including site visits, to ensure proper use of E-Verify. 7. The Employer is strictly prohibited from creating an E-Verify case before the employee has been hired, meaning that a firm offer of employment was extended and accepted and Form 1-9 was completed. The Employer agrees to create an E-Verify case for new employees within three Employer business days after each employee has been hired (after both Sections 1 and 2 of Form 1-9 have been completed), and to complete as many steps of the E-Verify process as are necessary according to the E-Verify User Manual. If E- Verify is temporarily unavailable, the three-day time period will be 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. 8. The Employer agrees not to use E-Verify for pre -employment screening of job applicants, in support of any unlawful employment practice, or for any other use that this MOU or the E-Verify User Manual does not authorize. 9. The Employer must use E-Verify (through its E-Verify Employer Agent) for all new employees. The Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. Employers who are Federal contractors may qualify for exceptions to this requirement as described in Article 11.13 of this MOU. 10. The Employer agrees to follow appropriate procedures (see Article III below) regarding tentative nonconfirmations. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. Further, when employees contest a tentative nonconfirmation based upon a photo mismatch, the Employer must take additional steps (see Article 111.13 below) to contact DHS with information necessary to resolve the challenge. 11. 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. Section 274a.1(1)) 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 mismatch, does not establish, and should not be interpreted as, evidence that the employee is not work authorized. In any of such cases, 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, withholding pay, refusing to assign the employee to a Federal contract or other assignment, or otherwise assuming that he or she is unauthorized to work) 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 mismatch 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 Page 2 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 the employee's employment. Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464-4218 (customer service) or 1-888-897-7781 (worker hotline). 12. 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, employment eligibility verification, or recruitment or referral practices because of his or her national origin or citizenship status, or by committing discriminatory documentary practices. 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 immigration -related unfair employment practices provisions in section 274E 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). 13. The Employer agrees that it will use the information it receives from E-Verify (through its E-Verify Employer Agent) 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. 14. The Employer agrees to notify DHS immediately in the event of a breach of personal information. Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email a E-Verify@dhs.gov. Please use "Privacy Incident - Password" in the subject line of your email when sending a breach report to E-Verify. 15. The Employer acknowledges that the information it receives through the E-Verify Employer Agent from SSA is governed by the Privacy Act (5 U.S.C. Section 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)). 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. 16. The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E- Verify (whether directly or through their E-Verify Employer Agent), which includes permitting DHS, SSA, their contractors and other agents, upon reasonable notice, to review Forms 1-9 and other employment records and to interview it and its employees regarding the Employer's use of E-Verify, and to respond in a prompt and accurate manner to DHS requests for information relating to their participation in E-Verify. 17. The Employer shall not make any false or unauthorized claims or references about its participation in E- Verify on its website, in advertising materials, or other media. The Employer shall not describe its services as federally -approved, federally -certified, or federally -recognized, or use language with a similar intent on its website or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify services and any claim to that effect is false. 18. The Employer shall not state in its website or other public documents that any language used therein has been provided or approved by DHS, USCIS or the Verification Division, without first obtaining the prior written consent of DHS. 19. The Employer agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see M-795 (Web)) and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the Employer's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or affiliated with DHS, USCIS, or E-Verify. 20. The Employer understands that if it uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its participation in E- Verify according to this MOU. 21. The Employer agrees that it will notify its E-Verify Employer Agent immediately if it is awarded a federal contract with the FAR clause. Your E-Verify Employer Agent needs this information so that it can update your company's E-Verify profile within 30 days of the contract award date. B. RESPONSIBILITIES OF 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 and shall update them as needed to keep them current. 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 most current version of the E-Verify User Manual to the Employer so that the Employer Page 3 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 can become familiar with and comply with E-Verify policy and procedures. The E-Verify Employer Agent agrees to obtain a revised E-Verify User Manual as it becomes available and to provide a copy of the revised version to the Employer no later than 30 days after the manual becomes available. 3. The E-Verify Employer Agent agrees that any person accessing E-Verify on its behalf is trained on the most recent E-Verify policy and procedures. 4. The E-Verify Employer Agent agrees that any E-Verify Employer Agent Representative who will perform employment verification cases will complete the E-Verify Tutorial before that individual initiates any cases. 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 any of the Employers represented by the E-Verify Employer Agent is a Federal contractor. B. Failure to complete a refresher tutorial will prevent the E-Verify Employer Agent and Employer from continued use of E-Verify. 5. The E-Verify Employer Agent agrees to grant E-Verify access only to current employees who need E-Verify access. The E-Verify Employer Agent must promptly terminate an employee's E-Verify access if the employee is separated from the company or no longer needs access to E-Verify. 6. The E-Verify Employer Agent agrees to obtain the necessary equipment to use E- Verify as required by the E-Verify rules and regulations as modified from time to time. 7. The E-Verify Employer Agent agrees to, consistent with applicable laws, regulations, and policies, commit sufficient personnel and resources to meet the requirements of this MOU. 8. The E-Verify Employer Agent agrees to provide its clients with training on E-Verify processes, policies, and procedures. The E-Verify Employer Agent also agrees to provide its clients with ongoing E-Verify training as needed. E-Verify is not responsible for providing training to clients of E-Verify Employer Agents. 9. The E-Verify Employer Agent agrees to provide the Employer with the notices described in Article 11.13.1 below. 10. The E-Verify Employer Agent agrees to create E-Verify cases for the Employer it represents in accordance with the E-Verify Manual, the E-Verify Web -Based Tutorial and all other published E-Verify rules and procedures. The E-Verify Employer Agent will create E-Verify cases using information provided by the Employer and will immediately communicate the response back to the Employer. If E-Verify is temporarily unavailable, the three-day time period will be 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 11. When the E-Verify Employer Agent receives notice from a client company that it has received a contract with the FAR clause, then the E-Verify Employer Agent must update the company's E-Verify profile within 30 days of the contract award date. 12. If data is transmitted between the E-Verify Employer Agent and its client, then the E-Verify Employer Agent agrees to protect personally identifiable information during transmission to and from the E-Verify Employer Agent. 13. The E-Verify Employer Agent agrees to notify DHS immediately in the event of a breach of personal information. Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email at E- Verify@dhs.gov. Please use "Privacy Incident - Password" in the subject line of your email when sending a breach report to E-Verify. 14. The E-Verify Employer Agent agrees to fully cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, including permitting DHS, SSA, their contractors and other agents, upon reasonable notice, to review Forms 1-9, employment records, and all records pertaining to the E-Verify Employer Agent's use of E-Verify, 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. 15. The E-Verify Employer Agent shall not make any false or unauthorized claims or references about its participation in E-Verify on its website, in advertising materials, or other media. The E-Verify Employer Agent shall not describe its services as federally -approved, federally -certified, or federally -recognized, or use language with a similar intent on its website or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify Employer Agent services and any claim to that effect is false. 16. The E-Verify Employer Agent shall not state in its website or other public documents that any language used therein has been provided or approved by DHS, USCIS or the Verification Division, without first obtaining the Page 4 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 prior written consent of DHS. 17. The E-Verify Employer Agent agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see ) and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the E-Verify Employer Agent's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or affiliated with DHS, USCIS, or E-Verify. 18. The E-Verify Employer Agent understands that if it uses E-Verify procedures for any purpose other than as authorized by this MOU, the E-Verify Employer Agent may be subject to appropriate legal action and termination of its participation in E-Verify according to this MOU. C. RESPONSIBILITIES OF FEDERAL CONTRACTORS The E-Verify Employer Agent shall ensure that the E-Verify Employer Agent and the Employers represented by the E- Verify Employer Agent carry out the following responsibilities if the Employer is a Federal contractor or becomes a federal contractor. The E-Verify Employer Agent should instruct the client to keep the E-Verify Employer Agent informed about any changes or updates related to federal contracts. It is the E-Verify Employer Agent's responsibility to ensure that its clients are in compliance with all E-Verify policies and procedures. 1. If the Employer is a Federal contractor with the FAR E-Verify clause subject to the employment verification terms in Subpart 22.18 of the FAR, it will become familiar with and comply with the most current version of the E-Verify User Manual for Federal Contractors as well as the E-Verify Supplemental Guide for Federal Contractors. 2. In addition to the responsibilities of every employer outlined in this MOU, 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 "employee assigned to the contract" (as defined in FAR 22.1801). Once an employee has been verified through E-Verify by the Employer, the Employer may not reverify the employee through E-Verify. A. 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 in the E-Verify program within 30 calendar days of contract award and, within 90 days of enrollment, begin to verify employment eligibility of new hires using E- Verify. The Employer must verify those employees who are working in the United States, whether or not they are assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within three business days after the hire date. Once enrolled in E-Verify as a Federal contractor, the Employer must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. B. 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 begin 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 three business days after the date of hire. If the Employer is enrolled in E-Verify as a Federal contractor 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 three business days after the date of hire. An Employer enrolled as a Federal contractor in E-Verify must begin 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. C. Federal contractors 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 under a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. Employers in this category must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. D. Upon enrollment, Employers who are Federal contractors 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 those employees assigned to a covered Federal contract. After enrollment, Employers must elect to verify existing staff following DHS procedures and begin E-Verify verification of all existing employees within 180 days after the election. E. The Employer may use a previously completed Form 1-9 as the basis for creating anE-Verify case for an employee assigned to a contract as long as: i. That Form 1-9 is complete (including the SSN) and complies with Article II.A.6, Page 5 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 ii. The employee's work authorization has not expired, and iii. The Employer has reviewed the information reflected in the Form 1-9 either in person or in communications with the employee to ensure that the employee's Section 1, Form 1-9 attestation has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). F. The Employer shall complete a new Form 1-9 consistent with Article II.A.6 or update the previous Form 1-9 to provide the necessary information if: i. The Employer cannot determine that Form 1-9 complies with Article II.A.6, The employee's basis for work authorization as attested in Section 1 has expired or changed, or iii. The Form 1-9 contains no SSN or is otherwise incomplete. Note: If Section 1 of Form 1-9 is otherwise valid and up-to-date and the form otherwise complies with Article II.C.5, but reflects documentation (such as a U.S. passport or Form 1-551) that expired after completing Form 1-9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.A.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Verify User Manual. G. The Employer agrees not 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 based on this Article. 3. The Employer understands that if it is a Federal contractor, 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. D. RESPONSIBILITIES OF SSA 1. SSA agrees to allow DHS to compare data provided by the Employer (through the E-Verify Employer Agent) against SSA's database. SSA sends DHS confirmation that the data sent either matches or does not match the information in SSA's database. 2. SSA agrees to safeguard the information the Employer provides (through the E-Verify Employer Agent) through E-Verify procedures. SSA also agrees to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security numbers or responsible 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. Section 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 3. SSA agrees to provide case results from its database within three Federal Government work days of the initial inquiry. E-Verify provides the information to the E-Verify Employer Agent. 4. SSA agrees to update SSA records as necessary if the employee who contests the SSA tentative nonconfirmation visits an SSA field office and provides the required evidence. If the employee visits an SSA field office within the eight Federal Government work days from the date of referral to SSA, SSA agrees to update SSA records, if appropriate, within the eight -day period unless SSA determines that more than eight days may be necessary. In such cases, SSA will provide additional instructions to the employee. If the employee does not visit SSA in the time allowed, E-Verify may provide a final nonconfirmation to the E-Verify Employer Agent. Note: If an Employer experiences technical problems, or has a policy question, the employer should contact E-Verify at 1-888-464-4218. E. RESPONSIBILITIES OF DHS 1. DHS agrees to provide the Employer with selected data from DHS databases to enable the Employer (through the E-Verify Employer Agent) to conduct, to the extent authorized by this MOU: A. Automated verification checks on alien employees by electronic means, and B. Photo verification checks (when available) on employees. 2. DHS agrees to assist the E-Verify Employer Agent with operational problems associated with its 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 provide to the E-Verify Employer Agent with access to E-Verify training materials as well as Page 6 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 an E-Verify User Manual that contain instructions on E-Verify policies, procedures, and requirements for both SSA and DHS, including restrictions on the use of E-Verify. 4. DHS agrees to train E-Verify Employer Agents on all important changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual. Even without changes to E-Verify, DHS reserves the right to require E-Verify Employer Agents to take mandatory refresher tutorials. 5. DHS agrees to provide to the Employer (through the E-Verify Employer Agent) a notice, which indicates the Employer's participation in E-Verify. DHS also agrees to provide to the Employer anti -discrimination notices issued by the Office of Special Counsel for Immigration -Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of justice. 6. DHS agrees to issue each of the E-Verify Employer Agent's E-Verify users a unique user identification number and password that permits them to log in to E-Verify. 7. HS agrees to safeguard the information the Employer provides (through the E-Verify Employer Agent), and to limit access to such information to individuals responsible for the verification process, for evaluation of E- Verify, 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 INA and Federal criminal laws, and to administer Federal contracting requirements. 8. DHS agrees to provide a means of automated verification that provides (in conjunction with SSA verification procedures) confirmation or tentative nonconfirmation of employees' employment eligibility within three Federal Government work days of the initial inquiry. 9. DHS agrees to provide a means of secondary verification (including updating DHS records) for employees who contest DHS tentative nonconfirmations and photo mismatch tentative nonconfirmations. This provides 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. ARTICLE 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 notice as directed by E-Verify. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. After a tentative nonconfirmation, the Employer will refer employees to SSA field offices only as directed by E-Verify. The Employer must record the case verification number, review the employee information submitted to E-Verify to identify any errors, and find out whether the employee contests the tentative nonconfirmation. The Employer will transmit the Social Security number, or any other corrected employee information that SSA requests, to SSA for verification again if this review indicates a need to do so. 4. The Employer will instruct the employee to visit an SSA office within eight Federal Government work days. SSA 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. 5. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. 6. The Employer agrees not to ask the employee to obtain a printout from the Social Security Administration number database (the Numident) or other written verification of the SSN from the SSA. B. REFERRAL TO DHS 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to Page 7 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will instruct the employee to contact DHS through its toll -free hotline (as found on the referral letter) within eight Federal Government work days. 5. If the Employer finds a photo mismatch, the Employer must provide the photo mismatch tentative nonconfirmation notice and follow the instructions outlined in paragraph 1 of this section for tentative nonconfirmations, generally. 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo mismatch, the Employer will send a copy of the employee's Form 1-551, Form 1-766, U.S. Passport, or passport card to DHS for review by: A. Scanning and uploading the document, or B. Sending a photocopy of the document by express mail (furnished and paid for by the employer). 7. The Employer understands that if it cannot determine whether there is a photo match/mismatch, the Employer must forward the employee's documentation to DHS as described in the preceding paragraph. The Employer agrees to resolve the case as specified by the DHS representative who will determine the photo match or mismatch. 8. 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. 9. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. ARTICLE IV SERVICE PROVISIONS A. NO SERVICE FEES 1. SSA and DHS will not charge the Employer for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access E-Verify, an Employer will need a personal computer with Internet access. ARTICLE V MODIFICATION AND TERMINATION A. MODIFICATION 1. This MOU is effective upon the signature of all parties and shall continue in effect for as long as the SSA and DHS operates the E-Verify program unless modified in writing by the mutual consent of all parties. 2. Any and all E-Verify system enhancements by DHS or SSA, including but not limited to E-Verify checking against additional data sources and instituting new verification policies or procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. B. TERMINATION 1. The Employer may terminate this MOU and its participation in E-Verify at any time upon 30 days prior written notice to the other parties. In addition, any Employer represented by the E-Verify Employer Agent may voluntarily terminate this MOU upon giving DHS 30 days' written notice. 2. Notwithstanding Article V, part A of this MOU, DHS may terminate this MOU, and thereby the Employer's participation in E-Verify, with or without notice at any time if 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 Employer, or a failure on the part of the Employer to comply with established E-Verify procedures and/or legal requirements. The Employer understands that if it is a Federal contractor, termination of this MOU by any party for any reason may negatively affect the performance of its contractual responsibilities. Similarly, the Employer understands that if it is in a state where E-Verify is mandatory, termination of this by any party MOU may negatively affect the Employer's business. 3. An Employer that is a Federal contractor may terminate this MOU when the Federal contract that requires its Page 8 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 participation in E-Verify is terminated or completed. In such cases, the Federal contractor must provide written notice to DHS. If an Employer that is a Federal contractor fails to provide such notice, then that Employer will remain an E-Verify participant, will remain bound by the terms of this MOU that apply to non - Federal contractor participants, and will be required to use the E-Verify procedures to verify the employment eligibility of all newly hired employees. 4. The Employer agrees that E-Verify is not liable for any losses, financial or otherwise, if the Employer is terminated from E-Verify. 5. Upon termination of the relationship between an Employer and their E-Verify Employer Agent, E-Verify cannot provide the Employer with its records. The Employer agrees to seek its records from the E-Verify Employer Agent. /e1 i III Eel I W/ PARTIES A. 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 necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. B. 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 Employer, its agents, officers, or employees. C. The Employer may not assign, directly or indirectly, whether by operation of law, change of control or merger, all or any part of its rights or obligations under this MOU without the prior written consent of DHS, which consent shall not be unreasonably withheld or delayed. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations herein is void. D. 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 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 Employer. E. The Employer understands that its 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). F. 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. The Employer understands that any inaccurate statement, representation, data or other information provided to DHS may subject the Employer, its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its MOU and/or; (3) possible debarment or suspension. G. The foregoing constitutes the full agreement on this subject between DHS, the Employer, and the E-Verify Employer Agent. JPMorgan Chase Bank, N.A. (Employer) hereby designates and appoints (E- Verify Employer Agent), including its officers and employees, as the E-Verify Employer Agent for the purpose of carrying out (Employer) responsibilities under the MOU between the Employer, the E-Verify Employer Agent, and DHS. Page 9 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 r=-Veri Company ID Number:43808 Client Company ID Number:1488690 If you have any questions, contact E-Verify at 1-888-464-4218. Approved by: Employer Name (Please Type or Print) Title Signature Date E-Verify Employer Agent Name (Please Type or Print) Title Signature Electronically Signed Date January 09, 2020 Department of Homeland Security - Verification Division Name Title Signature Date Page 10 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 F-Veri 02. ' �.L. SEC Company ID Number:43808 Client Company ID Number:1488690 Information Required for the E-Verify Program Information relating to your Company: Company Name JPMorgan Chase Bank, N.A. 270 Park Avenue Company Facility Address New York, NY 10017 270 Park Avenue Company Alternate Address New York, NY 10017 County or Parish Kings Employer Identification Number 13-2624428 North American Industry Classification Management Of Companies And Enterprises (551) Systems Code Parent Company Number of Employees 10,000 and over Number of Sites Verified for 6406 Page 11 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent i Revision Date 06/01/13 E-Veri 02. ' �.L. SEC Company ID Number:43808 Client Company ID Number:1488690 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in each State: New York 813 Colorado 146 Georgia 114 California 1162 Ohio 326 Illinois 383 Florida 507 Louisiana 158 Michigan 252 Washington 234 Arizona 266 Texas 657 New Jersey 269 Nevada 68 Oregon 136 North Carolina 44 Maryland 38 Utah 54 Massachusetts 40 Indiana 163 West Virginia 26 Dist Of Col 26 Connecticut 71 Virginia 31 Pennsylvania 65 Kansas 7 Oklahoma 44 Wisconsin 80 Kentucky 62 Delaware 24 Idaho 26 Minnesota 18 Missouri 24 South Carolina 15 Tennessee 20 Maine 1 Rhode Island 14 New Hampshire 9 Alabama 6 Nebraska 5 Iowa 1 Vermont 1 Page 12 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent I Revision Date 06/01/13 E-Veri 02. ' �.L. SEC Company ID Number:43808 Client Company ID Number:1488690 Information relating to the Program Administrator(s) for your Company on policy questions or operational problems: Name Andrew Pfeiffer Phone Number (813) 432-3610 Fax Number Email Address andrew.p.pfeiffer@jpmchase.com Name jeniffer Shapiro Phone Number (302) 732-2655 Fax Number Email Address jennifer.r.shapiro@jpmchase.com Page 13 of 13 1 E-Verify MOU for Employers Using an E-Verify Employer Agent i Revision Date 06/01/13 J.P. Morgan Appendix 7 Collier County and Lee County Business Tax Receipts COLLIER COUNTY BUSINESS TAX BUSINESS TAX NUMBER: 112269 COLLIER COUNTY TAX COLLECTOR - 2800 N. HORSESHOE DRIVE - NAPLES FLORIDA 34104 - (239) 252-2477 VISIT OUR WEBSITE AT: www.colliertaxcollector.com THIS RECEIPT EXPIRES SEPTEMBER 30, 2024 LOCATION: 4924 TAMIAMI TRAIL E ZONED: PUD SIC 6021 BUSINESS PHONE: 888-282-5867 STATE OR COUNTY LIC #: CLASSIFICATION: INTANGIBLE PERS PROP, BANKS CLASSIFICATION CODE: 04100003 i ^ !! ,. V This document is a business tax only. This is not certification that licensee is qualified. f It does not permit the licensee to violate any existing regulatory zoning laws of the state, county, or cities nor does it exempt the licensee from any other taxes or permits that may be required by law. DISPLAY AT PLACE OF BUSINESS FOR PUBLIC INSPECTION. FAILURE TO DO SO IS CONTRARY TO LOCAL LAWS JP MORGAN CHASE BANK N.A. JP MORGAN CHASE BANK N.A. ATTN: ANGELA MORGAN 1111 POLARIS PKWY 2A COLOMBUS, OH 42340 -THIS TAX IS NON -REFUNDABLE - DATE 07/19/2023 AMOUNT 100.00 RECEIPT WWW-24-00062996 %`ER co Search ail services we offer.. COLLIER COUNTY TAXCOLLECTOR ® Vehicle Registration ® Property Tay Q Busine[a Ta, 9+OOLLEG�� Search 1 Account Summary Business Tax Account#112269 JP MORGAN CHASE BANK N.A. Cusrentowner: Currentbusiness address: Curren[ business phone: J P MORGAN CHASE BANK N.A. 4924 TAMIAMI TRAIL E 883-282-5861 4�Ss Get 0 More Details Amount Due Your account is paid in full. There is nothing due at this time. Your last Payment was made on 07J19/2023 br$100.00, p Printreceiptlsi(Por) Account History 2024 Receipt r112269 10/01/2023-09/3012024 5000 Paid S10000 0I11912023 Receipt Torso -24 00062996 2023 Receipt a112269 1010112022-m/30/2023 5000 Paid$30000 07/08/2022 Receipt awwW-23 D0053754 2021 Receipt r112269 10/01/2021-09/3012022 $000 Paid$100.00 0711412021 Receipt Torso -n-00061e63 2021 Receipt r112269 10101/2020-09/30/2021 5000 Paid 511000 10/08/2020 Receipt #WWW-21L015i089 2020 Receipt r112269 10/01/2019-09/301202G 5000 Paid$220.90 10/31/2019 Receipt 450-20�0186525 2019 Receipt Y11C269 l0/01/2018-09/30/2019 $000 Paid 51000o 07/27/2018 Receipt NWWW-PrOM33012 2018 Receipt Y112269 10,101/2017-09/3012018 $01M Paid$100.00 07/20/2017 Receipt N2017O720-5715 112269 2017 Receipt Y11C269 10/01/2016-09/30/2017 Sum Paid 510000 09/27/2016 Receipt K2016OR27L7141-112269 2026 Receipt i112269 10/01/2015-09/3012016 $000 Paid 51000) 0911412015 Receipt W20150914-345741-112269 2015 Receipt X112269 10/01j2014 09/30!2015 $000 Paid$10000 07/ 8/2014 Receipt WID140] 161041-112269 yP-e Cc�# -7. Tax Colleeter Na01It granning Local Business Tax Receipt JP MORGAN CHASE BANK NA JP MORGAN CHASE & CO I I I I POLARIS PKWY FLOOR 2A ATT ANGELA MORGAN COLUMBUS, OH 43240 Dear Business Owner: Your 2023 - 2024 Lee County Local Business Tax Receipt is attached below for account number / receipt: number: 1023185 / 1104373 If there is a change in one of the following, refer to the instructions on the back of this receipt. • Business name • Ownership • Physical location • Business closed This is not a bill. Detach the bottom portion and display in a public location. I hope you have a successful year. Sincerely, Lee County Tax Collector 2023-2024 LEE COUNTY LOCAL BUSINESS TAX RECEIPT Account Number: 1023185 Receipt Number: 1104373 State License Number: Location: 21331 S TAMIAMI TRL ESTERO, FL 33928 JP MORGAN CHASE BANK NA JP MORGAN CHASE & CO 21331 S TAMIAMI TRL ESTERO, FL 33928 Account Expires: September 30, 2024 BANKS MISC THIS LOCAL BUSINESS TAX RECEIPT IS NON REGULATORY Payment Information: PAID INT-00-01351161 07/21/2023 $ 50.00 CHANGES TO YOUR LOCAL BUSINESS TAX ACCOUNT Change of Business Name and/or Ownership: • Submit a new Local Business Tax Application • Submit other required documents, if applicable (e.g. Fictitious Name Registration, State or County License, etc.) • Submit a Bill of Sale (if changing ownership) • A 10% transfer fee applies to ownership changes • The Lee County Property Appraiser's office should be notified of any change in the business name and/or ownership Change of Location: • Submit a new Local Business Tax Application • Obtain zoning approval, or provide a copy of a city local business tax receipt, if relocating from: • Commercial to Commercial • Commercial to Residential • Residential to Commercial • A 10% transfer fee applies to location changes • The Lee County Property Appraiser's office should be notified of any change in business location Tangible Taxes: Tangible Personal Property Tax Returns must be filed with the Property Appraiser's office by April 1 st of each year. Contact the Property Appraiser's office 239.533.6140. Closing Your Business: If you are closing or no longer in business, the owner/qualifier must do the following: • Sign, date and submit the Out of Business Affidavit below • File a Tangible Disposition Letter form with the Property Appraiser, www.leepa.org or call 239.533.6140 to avoid receiving future tangible tax notices If you plan to liquidate your merchandise, contact our office at 239.533.6000 for instructions on obtaining a Going Out of Business Permit. Information/Questions: call 239.533.6000 or visit our official website at www.leetc.com. Out of Business Affidavit Tangible Personal Property Account Number for the business: The business named on the reverse side of this notice ceased operations and disposed of the assets by: ❑ Retention for personal use ❑ Scrapped, junked, or likewise disposed of, etc. ❑ Date Sold: Purchase Price: Complete the buyer information below: Name: Address: All of the tangible assets were ❑ were not ❑ sold to the purchaser. Owner/Qualifier Name Street or PO Box Number (your current mailing address) Phone Number: Phone Number Date Closed City/State/Zip Signature of Owner/Qualifier Return this Out of Business Affidavit to: Lee County Tax Collector, PO Box 1549, Fort Myers, FL 33902-1549 Account No: 1023185 Receipt No: 1104373 J P. Morgan Appendix 8 Certificates of Insurance A� �® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/01/2023 I 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 endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY office CONTACT NAME: (A/C.NNo. Ext): (866) 283-7122 (A'� No): 800-363-0105 E-MAIL ADDRESS: one Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: National Union Fire Ins CO of Pittsburgh 19445 JPMorgan Chase & Co. and subsidiary, affiliated, and INSURER B: AIU Insurance Company 19399 INSURER C: associated companies therof 480 Washington Blvd, Floor 10 MAIL CODE- NY1-FO14 INSURER D: INSURER E: Jersey City NJ 07310-1616 USA INSURER F: COVERAGES CERTIFICATE NUMBER: 570099735941 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 INSR LTR TYPE OF INSURANCE ADD INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 9911766 4 EACH OCCURRENCE $ 5 , 000 , 000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1, 000, 000 X MED EXP (Any one person) Excluded Blanket Contractual Liability X Host Liquor Liability Included PERSONAL & ADV INJURY $ 5 , 000 , 000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $50,000,000 POLICY ❑ PRO JECT LOC PRODUCTS - COMP/OPAGG $2,000,000 OTHER: • AUTOMOBILE LIABILITY 728-11-89 All other States 06/01/2023 06/01/2024 COMBINED SINGLE LIMIT Ea accident $5,000,000 BODILY INJURY ( Per person) X ANYAUTO SIR applies per policy terms & Conditions A A OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY L 728-11-90 MA 728-11-91 06/01/2023 06/01/2023 06/01/2024 06/01/2024 BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident I VA A X UMBRELLA LIAB X OCCUR BE34543619 06/01/2023 06/01/2024 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $10,000,000 DED I X RETENTION$10,000 B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) N/A wCO15824987 All other States SIR applies per policy terms wc015824990 06/01/2023 Ondl & condition 06/01/2023 06/01/2024 lOns S 06/01/2024 X I PERSTATUTE I OTH- ER E.L. EACH ACCIDENT $1, 000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 If Dyes, describe under DESCRIPTION OF OPERATIONS below MN E.L. DISEASE -POLICY LIMIT $1, 000, 000 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 and Junior Achievement of Central Indiana, Junior Achievement USA and the State of Indiana and the Indiana State Fair Commission are listed as additional insured as their interests may appear and when applicable. 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. Evidence of insurance for JPMorgan Chase & Co. AUTHORIZED REPRESENTATIVE And Subsidiary, Affiliated And Associated Companies thereof R 270 Park Avenue `� s na New York NY 10017-2070 USA O Z 16 U 1= N U ©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 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY Aon Risk Services Northeast, Inc. NAMEDINSURED 7PMorgan Chase & Co. POLICY NUMBER See Certificate Number: 570099735941 CARRIER See Certificate Number: 570099735941 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS 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 the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) LIMITS WORKERS COMPENSATION B N/A wc015824988 CA SIR applies per policy to 06/01/2023 ms & conditions 06/01/2024 B N/A wc015824991 AZ IL NJ TX SIR applies per policy to 06/01/2023 ms & conditions 06/01/2024 B N/A wc015824989 WI SIR applies per policy to 06/01/2023 ms & conditions 06/01/2024 g N/A wco15824992 NY SIR applies per policy to 06/01/2023 ms & conditions 06/01/2024 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/08/2021 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 endorsement(s). PRODUCER CONTACT NAME: DIRECT PLACEMENT PHONE FAX AIC No Ext : AIC No), E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Park Assurance Company 11923 INSURED INSURER B : INSURER C : JPMorgan Chase & Co. and all of its subsidiaries INSURER D : 383 Madison Avenue INSURER E : New York, NY 10179 INSURER F : COVERAGES CERTIFICATE NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE 1:1OCCUR IDA AGE To RENTE PRE'ISenc S (E. oCcu... $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO - POLICY ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Bankers Professional Liability Insurance 120 02/15/2021 02/15/2024 Each Wrongful Act and in the aggregate $150,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Errors and Omissions Insurance. Evidence only. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN JPMorgan Chase & Co. and all of its subsidiaries ACCORDANCE WITH THE POLICY PROVISIONS. 383 Madison Avenue AUTHORIZED REPRESENTATIVE DocuSigned by: New York, NY 10179 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACCOR " CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/01 /2023 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 endorsement(s). PRODUCER CONTACT NAME: DIRECT PLACEMENT PHONE FAX /C No Ext : A/C No), LAIC, E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Park Assurance Company 11923 INSURED INSURER B : INSURER C : JPMorgan Chase & Co. and all of its subsidiaries INSURER D : 383 Madison Avenue INSURER E : New York, NY 10179 INSURER F : COVERAGES CERTIFICATE NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO TED lccurrrence)$ PREMISES(E. occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑PRO JECT ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Each loss and $500,000,000 A Cyber Liability Insurance 141 07/01/2023 07/01/2024 in the aggregate DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence Only. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN JPMorgan Chase & Co. and all of its subsidiaries ACCORDANCE WITH THE POLICY PROVISIONS. c/o Corporate Insurance AUTHORIZED REPRESENTATIVE DocuSignedby: 8181 Communications Pkwy, Bldg F, 3rd FL Plano, TX 75024 2L ©1988-2015 AC01 OZORPUIWATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD