#18-7263 (JPMorgan Chase Bank, N.A - Amend #2) 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 "Contract r") and Collier County Board of County
Commissioners("Client"or"County")is made and entered into this 01 day of Apr1I , 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 Bank written 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.
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.
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
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IN WITNESS WHEREOF,the Parties have caused this Amendment to be executed by their duly authorized representatives as of the
Effective Date.
JPMORGN S;��" \ K, N.A.
By
Name At{744 -14fL.DeNiekt-
Title EXEC 31-1�/E i t rocGTOR
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/C• E• CO ' : • a •D OF COUNTY COMMISSIONERS
By I ♦.L / .1.
Chris Hall, Chairman
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.Kinz-. • ,f the Circuit
Court and.Gx• ptr.
By: ::. y, v f.•o1
Date ° w '
. (SEAL ' Y'' 47
',,Attest as tp Chairman's
4/ :,qs only
Approved/ Fo and Legality:
Carl - ne Sanseverino
A-—nt County Attorney ?/1, I
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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 rate 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 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.
"Supplier Fee" or "Merchant Transaction Fee 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).
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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 @ 30&25 Settlement Terms
Category 1 0.85%
Category 2 0.15%
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 Discount Interchange Transaction Rebate Rate will be adjusted (either increased
or decreased as applicable) based on the Average File Turn of Client's Program(s) over a Contract Year
("Average File Turn Adjustment").
b. Programs with Settlement Terms of 30 & 25 will have an Average File Turn of 40 if Client spends ratably
throughout each Cycle. The Average File Turn Adjustment for Client's Program(s)with Settlement Terms of 30
&25 is calculated by determining the difference between Client's Average File Turn for such Program(s)and 40.
If Client's actual Average File Turn for such Program(s) is less than 40, the Volume Rebate Rate and 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.
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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
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).
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 Program(s).
6. FEES
A. United States
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(WAIVED for U.S.Virtual Card
transactions on Visa only)
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.
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