HomeMy WebLinkAbout5.487 Original Contract
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FIRST USA PURCHASING CARD PROGRAM
Acceptance Agreement
This First USA Purch8~ng Card Progratl! Acceptance Agreement (the" Acceptance Agreement")
is made and entered into this ')'1. day of ~"'-~ . 19~ '\ by and between CITY OF PORT
ANGELES (the "Customer"). a MUNICIPALITY, with its principal place of business at P. O. BOX
1150. PORT ANGELES. CA 98362-0217, and FIRST USA FINANCIAL SERVICES. INe. ("Fint
USA"). a federally insured Utah industrial loan corporation having its charter address in Salt Lake City,
Utah.
RECITALS
WHEREAS, pursuant to an agreement dated as of ~ \ L--. 1998, between First USA and
County Executives of America (the "County Executives Agreerhent"), First USA has agreed to make
available to certain customers (mcluding, without limitation, the Customer) its purclu'~ng card Program
upon the terms and conditions attached as Exln"bit A to the County Executives Agreement (or the cuaent
form of such terms and conditions, if such terms and conditions shall have been revised in accordance
with the County Executives Agreement) (the "Terms and Conditions"), a copy of which Terms and
Conditions have been provided by First USA to the Customer; and
WHEREAS, the Customer desires to participate in the Program, subject to the Terms and
Conditions;
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NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements,
provisions, and covenants contained herein, the parties agree as follows:
1. Definitions. Except as otherwise provided herein, all capjta1i~ terms used herein and
definedin the County Executives Agreement shall be used herein as SO defined.
2. Parti9i,pation in Program. By their execution of this Acceptance Agreement, the Customer
and First USA hereby agree to be bound by all the provisions of the Terms and Conditions (which Terms
and Conditions are hereby incorporated herein and made a part hereof by this refetence). effective as of
the date hereof: All references in the Terms and Conditions to the "Company" shall be deemed for
purposes hereof to constitute references to the Customer, and all references in the Terms and Conditions
~ ~F~ USA" shall be deemed for ~ hereof to constitute references to First USA.
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3. Prorp1llD Contacts. The parties hereby desigJ'Ate the following persons as their respective
primary. day to day contact persons for matters relating to the Program:
4. Notices. The parties hereby desigJ'Ate the following addresses as their respective addresses
for notices given pursuant to the Terms and Conditions:
s. ~ 'In addition to the fees descnDed in the Terms and Conditions. the Customer agrees
to pay to First USA the following fees !elating to the Program:
(a) "nn11&l administration fee: $ 0 per Card per year. bmed annuAlly in advance.
(b) . MIS FeeS: ,CuStom Mapper Services $lOO1hour four-hour m;n;~um; maXimUm,$2000
(0) Monthly Data Transm;~on Fee Per TraJ'lm'n;~on Endpoint: $
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6. Authorized Sieners. The individual named below are authorized to act on behalf of the
Customer in administering all aspects of the Program, includiDg, but not limited to, requesting Cards or
Accounts for Employees, making administrative changes to the Program or Card controls, and terminating
use of Card or Accounts:
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The Customer and the person exeartbtg this Acceptance Agreement on bebalf of the Customer hereby
represent, warrant 8nd certify that each of the persons listed above in this Section 6 as an Authorized
Signer is an oflicer, parmer, member or other representative of the Customer possessillg authori11 to
execute Cud Requests and each specimen sipahJIe of each such person set forth above is such person's
genuine sigJmh.1re.
7. RepoTtiny Software Choice. The Customer hereby requests First USA to make avaDable
to it the. software deslgPAte<J below, at the cost to the Customer specified below, in connection with the
- ...~ Program~.~Ded in Section 4c of the Terms-and ConeJltHms. - -
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8. Miscellaneous. This Acceptance Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Utah, and as applicable. federal law. The headings.
captions. and arrangements used in this Acceptance Agreement are for convenience only and shall not
affect the interpretation of this Acceptance Agreement.
IN WITNESS WHEREOF. the parties have caused this Acceptance Agreement to be duly
executed as of the date first written above.
FIRST USA:
First USA FiDandaI. Services, Inc.
By:
Name:
Title:
CUSTOMER:
CITY OF PORT ANGRY.14'8
[Full legal uame of Customer]
By: ~. ~~
Name: Katherine K. Godbey
1iUe: Finance Director
Customer Attestation:
The undersigned, a duly authorized officer or representative of the Customer. does hereby certify that the
Customer has been duly authorized to enter into and perform this Acceptance Agreement and that the
person RigJ'i"g above on behalf of the Customer. whose execution of this Acceptance Agreement was
witnessed by the undersigned. is an officer. partner. member or other reptCSaltative of the Customer
: i ~"I authority to execute this Acceptance Agreement.
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TItle: City Clerk
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EXHmIT A:
FIRST USA PURCHASING CARD PROGRAM
1. Billing and Payment:
Billing and payment of all charges made using the Purchasing Card Program shall be conducted in
accordance with the following:
a. Billing Cycle/Payment Frequency: Monthly
b. Payment Method Options for payments made by Company: Check, ED!, Wire Transfer, ACH
Debit or Credit
c. Grace Period after Statement Billing Date: 14 days.
d. Statements produced in each billing cycle: Individual billing memorandum to each Cardmember;
comprehensive bill to Company (Central Bill).
2. Fees:
a. Annual administration fee: as agreed by the parties.
b. Cash Advance Fee, Per Transaction: 2.5% of cash advance amount; minimum $2.50 per
transaction.
c. Late Payment Fee, Per Occurrence:
Grace Period after Statement Billing Date: 14 days.
Late Fee at 15 Days: 1% of outstanding balance
Late Fee at 45 Days and each 30 days thereafter: 2.5% of unpaid balance
d. Currency Conversion: 1% of gross purchased amount.
e. Copy Retrieval Fee, Per Request: $5.00 each.
f. Returned Item (Insufficient Funds) Fee: $15.00 per occurrence.
g. Emergency Card Replacement Fee: $25.00
h. MIS Fees: as agreed by the parties
i. Monthly Data Transmission Fee Per Transmission Endpoint: as agreed by the parties
3. Issue Term of Cards:
All Cards shall be issued for a period of two (2) years.
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4. Authorized Signer(s):
The individual(s) named by the Company in a separate writing delivered to First USA are authorized to act
on behalf of the Company in administering all aspects of the Purchasing Card Program, including, but not
limited to, requesting Cards or Accounts for Employees, making administrative changes to the Program or
Card controls, and terminating use of Card or Accounts.
5. Pricing Assumptions:
The fees described in this Exhibit A are calculated based upon the Pricing Assumptions agreed to by First
USA and the Company in a separate writing. To the extent that for any quarterly period any actual amount
or value varies from a Pricing Assumption by an amount which First USA in its sole discretion deems to be
material, First USA reserves the right to ratably adjust the fees specified in this Exhibit A for the remaining
term of the Agreement to compensate for this variance.
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EXHmIT B TO EXHmIT A
FIRST USA Purchasing Card Program
LICENSE TERMS AND CONDITIONS
1. Restrictions. Except with the prior written consent of First USA, the Company's installation and use of a
Licensed Program shall be subject to the following restrictions:
a. The Licensed Program shall not be operated, directly or indirectly, (i) by persons other than bona
fide employees of the Company or (ii) on equipment that is not under the control of the Company.
b. The Licensed Program shall be used by the Company only in connection with this Agreement, the
Program and the transactions contemplated hereby.
c. The Licensed Program shall not be installed or used outside the United States.
d. The Company shall not, and shall not permit its employees or agents to, sell, assign, lease, transfer
or disclose to any third party the Licensed Program or copy or reproduce the Licensed Program.
The Company shall not reverse assemble, reverse compile or otherwise recreate the Licensed
Program.
e. The Company shall not do or cause to be done any act directly or indirectly impairing First USA's
and/or a third party licensors' right, title or interest in the Licensed Program.
f. The Company shall protect the confidentiality of the Licensed Program in a manner consistent
with Paragraph 6.13 of this Agreement. The Company shall exercise precautions, no less rigorous
than those the Company uses to protect its own confidential information, to protect the
confidentiality of the Licensed Program, which precautions shall include, at a minimum, giving,
or causing to be given, verbal or written notification to those employees of the Company to whom
the Licensed Program will be disclosed, that the same is proprietary to, and the trade secret of,
First USA and/or third party licensors.
2. Third Party Licensors. First USA may secure all or any part of the Licensed Program from third party
licensors. The Company agrees to execute and deliver to First USA any further contracts, agreements or
other documents reasonably required by First USA in order to secure its compliance with any agreement
with such third party licensors.
3. Responsibility. The Company accepts responsibility for (i) the selection of the Licensed Program to
achieve the desired result, (ii) the installation of the Licensed Program, (iii) the use of the Licensed
Program and (iv) the results obtained from the Licensed Program.
4. Injunctive Relief. The Company acknowledges and agrees that the Licensed Program is the valuable
property and trade secret of First USA and/or third party licensors, that any violation by the Company of
the terms and conditions of this Exhibit B would cause First USA and/or such third party licensors
irreparable injury for which they would have no adequate remedy at law and that, in addition to any other
remedies which First USA may have, First USA shall be entitled to preliminary and other injunctive relief
against any such violation.
5. Updates. The Company shall promptly replace its copy of the Licensed Program with any modified or
new version of the Licensed Program that may be provided by First USA for that purpose.
6. Warranties. With the exception of any third party licensors' warranties which First USA is able to obtain
and pass through for the Company's benefit, the Licensed Program is provided on an "As Is" basis without
warranty. FIRST USA MAKES, AND mE COMPANY RECEIVES, NO OTHER WARRANTY,
EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE STATED THIRD
PARTY LICENSOR'S WARRANTIES, IF ANY, ARE IN LIEU OF ALL LIABILITIES OR
OBLIGATIONS OF FIRST USA FOR DAMAGES ARISING OUT OF OR IN CONNECTION
WITH mE DELIVERY, USE OR PERFORMANCE OF mE LICENSED PROGRAM.
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7.
Term. The license to the Licensed Program granted pursuant to this Agreement is effective until
terminated. The Company may terminate such license at any time by destroying the Licensed Program or
returning the Licensed Program to First USA. Such license shall also terminate upon termination of this
Agreement or termination of First USA's right to license the Licensed Program to the Company pursuant to
any agreement with a third party licensor. In addition, First USA may terminate such license at any time
upon the failure of the Company to comply with any term or condition of this Exhibit B. Upon termination
of such license, the Company shall immediately cease use of the Licensed Program and destroy the
Licensed Program or return the Licensed Program to First USA.
8.
Notwithstanding anything to the contrary in this Agreement or otherwise, the restrictions and other terms
and conditions set forth in this Exhibit B shall survive any termination of this Agreement and/or
termination of the license to use the Licensed Program granted pursuant to this Agreement.
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