2011-012\\codad\departments\finance\agenda item shared\agenda item shared\2011 agenda folderMebrnary2011\february 1 - 2011\4649 jpmorgan p card
agr\3-ord-file 4649.doc
ORDINANCE NO. 2011-012
AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL
AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS AND AWARDING A
CONTRACT FOR COMMERCIAL CREDIT CARD SERVICES; REPEALING ORDINANCE
2003-247; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE
EXPENDITURES AS SET FORTH IN THE PARTICIPATION AGREEMENT ATTACHED
HERETO AS EXHIBIT A; AND PROVIDING AN EFFECTIVE DATE (FILE 4649-
INTERLOCAL AGREEMENT FOR COMMERCIAL CREDIT CARD SERVICES WITH THE
CITY OF FORT WORTH, TEXAS CONTRACT AWARDED TO JPMORGAN CHASE
BANK, N.A.).
WHEREAS, the City of Denton wishes to repeal the agreement with Bank One entered
into on August 19, 2003 (Ord. 2003-247) and replace the agreement with a similar agreement
with JP Morgan Chase, N.A. and the City of Fort Worth, Texas; and
WHEREAS, the City Manager recommends that the City of Denton authorize him to
enter into this contract; and
WHEREAS, the City Council deems it in the public interest to participate in the
agreement for purchasing cards between JP Morgan Chase Bank, N.A. and the City of Fort
Worth, Texas; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to enter into and
participate in that certain agreement between JP Morgan Chase Bank, N.A. and the City of Fort
Worth, Texas and by entering into that certain agreement between the City of Denton, JP
Morgan Chase Bank, N.A. and the City of Fort Worth, Texas relating to the use of purchasing
cards substantially in the form which is attached to and made part of this ordinance for all
purposes. The City Manager is further authorized to enter into and to execute any additional
contracts or documents necessary to facilitate this agreement.
SECTION 2. The City Manager, or his designee, is hereby authorized to make the
expenditure and take actions set forth in the attached agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
St
PASSED AND APPROVED this the day of 2011.
MARK A. BURROUG , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
VED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: -
PARTICIPATION AGREEMENT JPMORGAN CHASE BANK.NA.
THIS PARTICIPATION AGREEMENT (the 'Participation Agreement') is made and effective this 1St day of February, 2011
("Effective Date"), by and between City of Denton, a Texas municipality (the 'Participant') and JPMorgan Chase Bank, N.A. or Chase Bank
USA, N.A., as may be determined from time to time, (the "Bank") each a national banking association.
WITNESSETH:
WHEREAS, pursuant to that certain Commercial Card Agreement dated as of August 31, 2007 (the "Commercial Card Agreement") between
City of Fort Worth (the "Client") and the Bank, the Bank has agreed to provide commercial card services to the Client (the "Program") on the
terms and conditions of the Commercial Card Agreement, attached hereto and incorporated herein as Exhibit I; and
WHEREAS, the Participant desires to participate in the Program, subject to the terms and conditions of the Commercial Card Agreement;
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 capitalized terms used herein and not otherwise defined and which are defined in
the Commercial Card Agreement shall be used herein as so defined in the Commercial Card Agreement.
2. Mutual Obligations. By their execution of this Participation Agreement, the Participant and Bank hereby agree to be bound by all the
terms and conditions of the Commercial Card Agreement as may be amended from time to time attached hereto as Exhibit I. This
Participation Agreement shall remain in effect according to its terms without regard to the continued existence or enforceability of the
Commercial Card Agreement with respect to the original parties thereto. All references to "Client" in the Commercial Card Agreement
shall be deemed to constitute references to the Participant hereunder.
Without limiting the generality of the foregoing, the Participant further agrees that it shall be responsible only for transactions and for fees,
charges and other amounts due under the Commercial Card Agreement related to the use of Accounts of the Participant pursuant to the
Commercial Card Agreement and that the Client shall not be liable for any such transactions and for any such fees, charges and other
amounts.
3. Incentives. For purposes of calculating rebates, Combined Charge Volume for each Participant will begin to accrue on the first day of
the month following the date the Participation Agreement is executed.
4. Notices. Notwithstanding the provisions of the Commercial Card Agreement, all notices and other communications required or permitted
to be given under this Participation Agreement shall be in writing and shall be effective on the date on which such notice is actually
received by the party to which 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 the Bank: JPMorgan Chase Bank, N.A.
300 South Riverside Plaza, Suite IL1-0199
Chicago, IL 60670-0199
Attn: Commercial Card Contracts Manager
To the Participant: City of Denton
215 E McKinney
Denton, TX 76201
Attn: Karen Smith
5. Miscellaneous. This Participation Agreement shall be governed by and construed in accordance with the substantive laws of the State
of Texas, and as applicable, federal law. The headings, captions, and arrangements used in this Participation Agreement are for
convenience only and shall not affect the interpretation of this Participation Agreement, This Participation Agreement 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 Participation Agreement by signing any of such counterparts.
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IN WITNESS WHEREOF, the parties have caused this Participation Agreement to be duly executed as of the date first written above.
BANK:
By:
Name:
Title
PARTICIPANT:
By: G~
C ~
Name:
George C. Campbell
Title: City Manager
Participant Attestation:
The undersigned, a duly authorized officer or representative of Participant, does hereby certify that Participant has been duly authorized to
enter into and perform this Participation Agreement and that the person signing above on behalf of the Participant, whose execution of this
Participation Agreement was witnessed by the undersigned, is an officer, partner, member or other representative of Participant possessing
authority to execute this Participation Agreement.
By:
Name: OtWalters
Title
City Secretary
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