HomeMy WebLinkAbout133-03 RESOLUTION• •
RESOLUTION NO. 133-03
A RESOLUTION TO ACCEPT A CONTRACT WITH
BANK OF AMERICA CORPORATE PURCHASING
CARD AGREEMENT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves and agrees to the Bank of America Corporate Purchasing Card
Agreement (attached as Exhibit A) and further authorizes the Mayor to execute
said contract.
PASSED and APPROVED this the 2nd day of September, 2003.
APPROVED:
By
ATTEST: c./
SONDRA SMITH, City Clerk
DAN COODY, May
°A611, r 33-03
BANK OF AME•A CORPORATE PURCHASING CARD ilEEMENT
This Bank of America Corporate Purchasing Card Agreement (the "Agreement") is made by and between Bank of America, N.A. (USA),
("Bank of America"), a national banking association, and City of Fayetteville ("Company") and shall be effective as of the Effective Date set forth below.
Recitals
A. Bank of America is a member of MasterCard® International Incorporated ("MasterCard") and Visa U.S.A. Inc ("Visa") with full power
and authority to issuc cards for business and commercial use;
B. Bank of America issues and services corporate purchasing cards for business and commercial use; and
C. Company desires to obtain and use, and Bank of America desires to issue to Company, one or more corporate purchasing card accounts
which will be subject to the terms and conditions in this Agreement.
NOW, THEREFORE, for valuable consideration, the panics agree as follows.
1. DEFINITIONS.
A. "Account" means each MasterCard or Visa Corporate Purchasing Card account, including a Cardless Account, which Bank of America (i)
issues pursuant to this Agreement or (ii) issued (and still outstanding as of the Effective Date of this Agreement) pursuant to a previous agreement no
longer in effect. Each reference in this Agreement to "the Account" will mean Company's Account, a Participant's Account, a Cardholder's Account. or
any combination of them, as applicable.
B. "Billing Statement" means the official invoice provided to Company, Participant and/or Cardholder which identifies each Transaction posted
during the billing cycle, the date of each Transaction and the applicable fees and charges. Unless otherwise determined by Bank of America, the official
invoice is in paper, not electronic, medium.
C. "Business Use" mcans use for business-related purposes.
D. "Card" means each plastic charge card which Bank of America issues or has issued for the Account which is not a Cardless Account.
E. "Card Administrator" means an individual or individuals authorized by Company or a Participant, as applicable, to request Bank of America to
add or delete Cards or Convenience Checks and to communicate with Bank of America and take other action needed to maintain the Account.
F. "Cardholder" means an employee or agent of Company or of a Participant who Company or a Participant designates in writing and who Bank
of America approves to receive an Account or a Device, including a Cardless Account. If a Cardholder or a Card Administrator makes a Device
available for use by another party, that person will be considered a Cardholder.
G. "Cardless Account," also called a "Control Account;' means an Account for which Bank of America assigns only an Account number, but
provides no Card or Convenience Checks.
H. "Cash Advance" means use of the Account to obtain cash from a participating financial institution or merchant or from an ATM, to write
Convenience Checks, or to obtain items readily convertible into cash including, without limitation, money orders, travelers checks, foreign currency,
lottery tickets, casino chips and racetrack wagers.
i. "Convenience Check" means each check which Bank of America at its discretion provides to Company or a Participant to use the Account.
J. "Device" means a device such as a Card, Account number or, where applicable, a Convenience Check which Bank of America provides under
this Agreement to use to make Transactions or other charges on the Account.
K. "Guarantor" means a person or entity, other than Company or a Participant, that agrees to assume responsibility for the obligations of this
Agreement. including payment of any amounts owcd.
L. "Panicipant" means a subsidiary, affiliate or division of Company which Company designates in writing on a Participant Account Form and
which Bank of America approves. for Bank of America to issue an Account with its own Account number. A Participant Account Form, upon
completion by Company and approval by Bank of America, will be made a part of this Agreement.
M. "Payment Due Date" means the payment due date shown on the Account Billing Statement which date shall be thc last day of the Settlement
Period.
N. "Settlement Period" mcans thc number of days after the statement closing date within which payment is due, as designated in Schedule A
hereto.
O. "Transaction" mcans a purchase or reservation of goods or services or a Cash Advance made or facilitated by use of a Device or the Account.
P. "Unauthorized Use" means use of the Account or a Device by a person (i) who is not a Cardholder; (ii) who does not have actual, implied or
apparent authority to use the Account or Dcvicc; and (iii) whose use does not result in a direct or indirect benefit for Company, a Participant or
Cardholder.
2. EXCLUSIVITY.
Company grants Bank of America the exclusive right to issue and provide to Company, each Panicipant and each Cardholder credit cards for use in
connection with the procurement of goods and services incidental to Company's or Participant's business or business activities, including travel and
entertainment expenses. During the term of this Agreement, Company will use no other card issuer for this purpose.
3. USE OF ACCOUNT AND DEVICES.
A. The Account and Devices will be used only for Transactions in connection with the procurement of goods and services incidental to
Company's or Participant's business or business activities, including travel and entertainment expenses.
B. The Account will be used for Business Use only, and Company will so advise and require each Cardholder and each Participant accordingly.
Company will pay for Transactions and fees which Bank of America applies to the Account or Devices.
C. Company and each Participant will follow, and will take all steps necessary or prudent to require each Cardholder to follow. the following
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procedures: • •
I. A Cardholder using a Card for a Transaction may sign a sales draft or Cash Advance draft which the merchant's financial institution
processes. However, failure to sign a sales draft or receive a sales receipt will not relieve Company of its obligations under this
Agreement. Company should retain or should direct each Cardholder to retain each sales draft or Cash Advance draft as a record of the
Transaction.
2. A Card will not be used before the Card's valid date or after the Card's expiration date.
3. Company and cach Cardholder will check to see that the information embossed on a new Card or printed on Convenience Checks and sent
to Company or Cardholder is correct. If there is an error, Company will notify Bank of Amcrica immediately.
D. If Bank of America provides Convenience Checks, they may not be used to make payment on the Account or any other loan or line of credit.
Convenience Checks will not be returned to Company or any Participant or Cardholder. Bank of Amcrica may pay a Convenience Chcck and post its
amount to the Account regardless of any restriction on payment, including, without limitation, a Convenience Check which is post-dated, states that it is
void after a certain date or states a maximum or minimum amount for which it may be written. To stop payment on a Convenience Check, Company or
Cardholder must call Bank of America at the Customer Service number shown on the Account Billing Statement with all the following information: the
exact dollar amount of the Convenience Check; the Convenience Check number; the Account number; the name of the party to whom the Convenience
Check was written and thc name of the person who signed the Convenience Check. Bank of America will stop payment on the Convenience Chcck if
Bank of Amcrica receives thc stop payment request by the business day before the day Bank of America pays the Convenience Check. The date Bank of
America pays the Convenience Check may be before the date it posts to the Account. The stop payment order will remain effective for six (6) months.
E. Bank of America may, at the request of Company or a Participant, establish a Cardless Account.
F. If Company or Participant desires to terminate the Account or Card use (including, where applicable, use of Convenience Checks) by a
Cardholder, Company or Participant, as applicable, will notify Bank of America and will destroy the Devices issued or provided to that Cardholder.
Company may exclude a Participant from the Account by giving Bank of America written notice, and Bank of America will have a reasonable period of
time to act on any such notice. If this Agreement terminates, Company will be responsible for promptly destroying all Devices for thc Account.
G. A Transaction may require the merchant, supplier or financial institution to seek prior authorization from Bank of America before completing
the Transaction. If Company advises Bank of America in writing of its desire to restrict a certain type of Transaction identified by a certain merchant
category ("Merchant Category Code"), Bank of America will take reasonable steps to withhold a requested authorization of that Transaction type,
provided it is identified by the appropriate Merchant Category Code. However, Bank of America will not be liable to Company if merchants, suppliers
or financial institutions nonetheless accept a Card or the Account for that Transaction type.
H. Bank of America is not liable if a merchant or supplier does not honor a Card or if authorization is not given.
I. If Participant is or no longer will be a majority -controlled subsidiary, affiliate or division of Company, Company must notify Bank of America
immediately; Bank of America will have the right to terminate any Account or Device which that Participant or Participant's Cardholders use.
J. Bank of America may, at the request of Company or a Participant, establish an Account with a designation which is not an actual individual,
including, without limitation, a vehicle identification number, license number, department name or "Authorized Representative".
K. Bank of America may deny authorization for any Transaction if Bank of America suspects fraudulent activity or Unauthorized Use, or for other
reasons. Bank of America is not liable for any failure to authorize a Transaction.
4. CHARGE LIMIT.
A. There will be one total charge limit for the Company Account and Participant Account ("Aggregate Charge Limit"). Each Card will have its
own charge limit ("Card Limit"). In its sole discretion, and for purposes of limiting potential losses or for administering time -sensitive requests, Bank of
America may increase or decrease the Aggregate Charge Limit or any Card Limit.
B. Company, a Participant and Cardholders will not incur Transactions which would cause the sum of Company's and Participant's unpaid balance
to exceed thc Aggregate Charge Limit or to cause a Card Limit to be exceeded. Any amount exceeding thc Aggregate Charge Limit or Card Limit shall
be immediately due and payable.
C. If the Aggregate Charge Limit or a Card Limit is exceeded, or if an Account payment is late, Bank of America shall no longer be obligated to
allow any further Transactions.
S. COMPANY LIABILITY; ACCEPTANCE OF AGREEMENT.
A. By activating, signing or using any Device or Account, Company agrees to be bound by this Agreement regardless whether Company signs this
Agreement. Company will pay Bank of America for all Transactions, whether Company or Cardholder billed, regardless of the purpose for which the
Transaction is made, and for applicable fees and charges described in Schedules A and B.
B. Company's responsibility for Card and Account usage will continue until: (I) Receipt by Bank of America of Company's or a Participant's
written notice to close the Card or the Account; (2) actual closure of the Account by Bank of America; and (3) payment to Bank of America of all
amounts due under this Agreement.
C. Company docs hereby grant to Bank of Amcrica a security interest and contractual right of offset in and to, all deposit accounts now or
subsequently maintained by the Company with Bank of America or any of its affiliates and subsidiaries. The Company, by its execution of this
Agreement or use of a Device, authorizes Bank of America to enter into a master control agreement with its affiliates and subsidiaries authorizing, upon
the occurrence and continuance of any default under this Agreement, the disposition of funds in any such deposit account to satisfy all liabilities incurred
hereunder, without the further consent of the Company. The Company's execution of this Agreement or use of a Device shall constitute an authenticated
record for thc purposes of establishing control of such deposit accounts under the Uniform Commercial Code.
D. Company agrees to indemnify Bank of America and hold Bank of America harmless from, all claims, actions, losses, costs and expenses
(including attorneys' fces and allocated costs for in-house legal services) incurred by Bank of America arising from any Unauthorized Use of a Cardless
Account or Account established in the name of "Authorized Representative," a department name or other such designation that is not an actual
individual. This Section S.D. takes precedence over any restriction on Company's liability contained in this Agreement.
6. BILLING STATEMENTS.
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A. Bank of America will provide a Billin tement to the Card Administrator or to such otompany employee or agent as Company
designates in writing.
B. Dank of America may provide Company and the Participant, as applicable, a monthly report listing each Cardholder who has an Account
balance unpaid since the Payment Duc Date on the most recent Billing Statement issued to thc Cardholder and therefore is subject to cancellation of
Account charge privileges ("Delinquency Report"). Providing the Delinquency Report shall not constitute a waiver by Bank of America of any rights
and remedies it may have under this Agreement.
7. PAYMENTS.
A. Company will pay Bank of Amcrica the total amount of the new balance shown as due on each Billing Statement on or before the Payment Due
Date shown on that Billing Statement. If Company docs not make payment in full by thc Payment Due Date, Bank of America, at its option, may assess
a late fee and finance charge in accordance with this Agreement. Assessment of a late fee or finance charge shall not be deemed to extend the time for
any payment hereunder or to constitute a "grace period" in which to cure any default.
B. Company or a Participant may arrange for direct Account payment to Bank of America from Cardholders. No such arrangement will amend or
modify Company's liabilities, including responsibility for payment, in this Agreement.
C. There is no right to defer any payment due on the Account.
D. Company shall make payment electronically via the Automated Clearing House (ACH), and Bank of America may initiate ACH debits to any
deposit account specified by Company at any financial institution.
E. All remittances must include the complete Account number in order to be processed. Failure to include the complete Account number shall
constitute a failure to make the payment.
8. CARD ADMINISTRATOR. Company will identify one or more Card Administrator(s) who will be Bank of America's primary contact for such
things as: designation of Cardholders, designation of Cardholders to receive any Devices, and correspondence regarding the Account or this Agreement,
except as provided elsewhere in this Agreement. Company may add, change or eliminate a Card Administrator by giving Bank of America written
notice.
9. LOST OR STOLEN CARDS.
A. Each Transaction resulting from use of a Device will be assumed to be an authorized Transaction unless Bank of America has received prior
written notice from Company or a Participant, as applicable, that the Cardholder is no longer authorized to use the Account.
B. If a Device such as a Card or Convenience Check is lost or stolen, or if there is possible Unauthorized Use, Company must require each
Participant and Cardholder to notify Bank of America as soon as practically possible within the first 24 hours following discovery of the loss or theft or
possible Unauthorized Use by phoning Bank of America at the phone number provided for such notice on the Billing Statement, with written
confirmation as requested in connection with Bank of America's investigation. If (i) notice as provided in this Section is given within the first 24 hours;
and (ii) Company assists Bank of America in investigating facts and circumstances relating to thc loss or theft or possible Unauthorized Use of any
Device, including without limitation, obtaining an affidavit or similar written, signed statement from the Cardholder, then Company or Participant, as
applicable, will not be liable for Transactions resulting from Unauthorized Use .
10. LICENSE TO USE COMPANY'S MARKS. If requested by Company, Bank of America may place Company's trademark, tradename, service
mark and/or designs ("Company's Marks") on the Card and collateral materials. Company shall provide the graphics to Bank of America in sufficient
time to allow for review and approval by Bank of America and, if necessary, the respective card association. Company grants to Bank of America a non-
exclusive license to use, during the term of this Agreement, Company's Marks on the Cards and on other materials related to the Accounts. Company
agrees to defend, indemnify and hold harmless Bank of Amcrica, its affiliates and their respective directors, officers, agents and employees for any and
all losses, costs, liabilities or expenses (including, without limitation, attomcys' and expert witnesses' fees) incurred or arising from any claim that the use
of any of Company's Marks infringes the intellectual property rights of any third party.
11. SOFTWARE.
A. The use of Visa InfoSpan software, MasterCard Smart Data software or any other third party software program and related documentation, if
any, provided in connection with this Agreement shall be govemed by the terms of the end-user agreement accompanying the software.
B. Upon payment of the requisite license and related fees, Bank of America grants Company a non-exclusive, non -transferable, enterprise license
to use for internal business purposes the EAGLS® software ("Software") and documentation as amended from time to time by Bank of America
('Documentation") which is provided by Bank of America to Company. Title, ownership rights and intellectual property rights in the Software and
Documentation shall remain in Bank of America or its parent, Bank of America Corporation. Company acknowledges such ownership and intellectual
property rights and will not take any action to jeopardize, limit or interfere in any manner with Bank of America's or its parent company's rights with
respect to the Software or Documentation. Company agrees to use the Software and Documentation as specified by Bank of America.
12. FEES. Company agrees to pay the fees and charges set forth in Schedule A and Schedule D hereto which arc incorporated herein by reference.
13. FINANCE CHARGE. In the event Company fails to pay the total amount shown as due on a Billing Statement by the Payment Due Date shown on
that Billing Statement, the amount unpaid shall be subject to a finance charge starting no sooner than the first day of the next billing cycle. To calculate
the finance charges for a billing cycle, the daily periodic rate is multiplied by the average daily balance, and that product is multiplied by the number of
days in the billing cycle. The daily periodic rate is the annual percentage rate divided by 365. The annual percentage rate is the prime rate published in
the Money Rates section of The Wall Street Journal in effect on the first day of each calendar month (the "Prime Rate") plus the number of percentage
points stated in Schedule A. The average daily balance is the sum of the daily past due balances (including, for each day, finance charges from previous
day) less payments credited to the past due balance, divided by the number of days in the billing cycle.
14. AMENDMENT OF THIS AGREEMENT. Bank may, upon written notice to Company, amend this Agreement by changing, adding or deleting
any term, condition, service or feature of an Account or of this Agreement. Company shall have thirty (30) days from the effective date of the
amendment to notify Bank of America in writing that thc amendment is not accepted. Any such notice of non-acceptance shall be deemed to be a notice
of termination under Section 19 of this Agreement. Failure of Company to provide a notice of non-acceptance within thirty (30) days after the effective
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date of an amendment will mean that Company h&•epted the amendment. Unless otherwise stated, an1uendment will apply to an Account's unpaid
balance and to new activity on the Account.
13. MERCHANT/SUPPLIER CLAIMS AND DISPUTES
A. Bank of Amcrica will have no liability, and Company and each Participant and Cardholder will hold Bank of Amcrica harmless, for all
Transactions and for use of the Account. Company will make a good -faith effort to resolve with a merchant or supplier any claim or dispute arising from
a Transaction and waives any claim against Bank of America for any merchant's or supplier's refusal to honor any Device.
B. In a dispute with a merchant or supplier, the rights of the Company, any Participant and each Cardholder against the merchant or supplier will
become the rights of Bank of America, and Company and Participant will assign (and require the affected Cardholder to assign) to Bank of America cach
of their rights to assert a billing error against thc merchant or supplier. Company and the Participant will, and will require thc Cardholder to, do
whatever is necessary to enable Bank of Amcrica to exercise those rights. Bank of America may reverse from the Account any credits relating to the
dispute.
16. FOREIGN TRANSACTIONS. MasterCard or Visa, as applicable, will convert to U.S. dollars any Transaction made in a currency other than U.S.
dollars in accordance with the card association's applicable rules. The conversion rate on the conversion date may differ from the conversion rate on the
Transaction date. Currently, MasterCard/Visa uses a currency -conversion rate of either a wholesale market rate or a government -mandated rate,
increased by an adjustment factor determined by Bank of America and Visa or MasterCard. In each case, Visa uses the rate in effect one day before the
conversion date and MasterCard uses a rate for the processing cycle. The adjustment factor, which is subject to change without notice, is currently I% of
the U.S. dollar amount, of which Bank of America receives 0% and Visa or MasterCard receives thc remainder.
17. REPRESENTATIONS AND WARRANTIES.
A. Company and each Participant, as applicable, represents and warrants to Bank of America that:
I. In each state in which it conducts its business, itis properly licensed, in good standing, and, where required, in compliance with fictitious
name statutes.
2. All financial and other information that it has supplied or will supply to Bank of America, including without limitation, all information on its
application for the Account, is (a) accurate; (b) sufficiently complete to give Bank of America accurate knowledge of its and any Guarantor's financial
condition; (c) in compliance with all laws and regulations that apply.
3. There is no lawsuit, tax claim or other dispute pending or threatened against it which, if lost, would impair Company's financial condition
or ability to repay Bank of America under this Agreement, except as has been already disclosed in writing to Bank of America.
B. Bank of America represents and warrants to Company and each Participant that Bank of America is a national banking association with its
principal office in Phoenix, Arizona.
C. Each party to this Agreement (Company, each Participant and Bank of America) represents and warrants that:
I. There is no event which constitutes, or with notice or (apse of time or both would constitute, a default on its part under this Agreement.
2. Each person signing this Agreement below on its behalf presently hold the title set next to his/her name and is duly authorized by it to bind
the party to the terms and conditions of this Agreement.
18. PERIODIC REVIEW OF COMPANY.
A. During thc term of this Agreement, when Bank of America from time to time requests information from Company or a Participant for the
purpose of reviewing Company's or Participant's ability to perform its obligations under this Agreement, Company will fumish the inforrnation
promptly. Bank of America and its affiliates and processing agents may exchange information about Company and Participants as that information
pertains to the rights and obligations in this Agreement.
B. Company will notify Bank of America in writing immediately of any change in the business name, the principal officers like the Chief
Executive Officer and Chief Financial Officer, the mailing address or thc phone number of Company or a Participant. Company will also notify Bank of
America of any change of mailing address or phone number of any of its Cardholders.
19. TERMINATION. Either party may terminate this Agreement with or without cause upon sixty (60) days' prior wrinen notice to the other party.
20. EVENTS OF DEFAULT
The following are events of default hereunder: (a) the failure to pay or perform any obligation, liability or indebtedness of Company, a Participant or a
Guarantor (each, an "Obligor") to Bank of America, or to any affiliate or subsidiary of Bank of America Corporation, whether under this Agreement or
any other agreement, as and when due (whether upon demand, at maturity or by acceleration); (b) the failure to pay or perform any other obligation,
liability or indebtedness of any Obligor to any other party; (c) the death of any Obligor (if an individual); (d) thc resignation or withdrawal of any partner
or a material owner of any Obligor as determined by Bank of America in its sole discretion; (c) the commencement of a proceeding against any Obligor
for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or thc merger or consolidation of any Obligor with
or into another entity; (f) the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the
property of, thc assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a
petition for any adjustment of indebtedness, composition or extension by or against any Obligor; (g) the determination by Bank of America that any
representation or warranty rude to Bank of America or to any affiliate or subsidiary of Bank of America Corporation by any Obligor in any agreement or
otherwise is or was, when it was rude, untrue or materially misleading; (h) the failure of any Obligor to timely deliver such financial statements,
including tax returns, other statements of condition or other information, as Bank of America shall request from time to time; (i) the entry of a judgment
against any Obligor which Bank of America deems to he of a material nature, in Bank of America's sole discretion; (j) the seizure or forfeiture of, or thc
issuance of any writ of possession, garnishment or attachment, or any turnover order for any property of any Obligor; (k) the determination by Bank of
Amcrica that it is insecure for any reason; (I) the determination by Bank of America that a material adverse change has occurred in the financial condition
of any Obligor; (m) the determination by Bank of America that any Obligor fails to meet the credit criteria initially used by Bank of America to approve
Obligor; or (n) the failure of any Obligor to comply with any law or regulation controlling its operation.
21. REMEDIES UPON DEFAULT. Whenever there is a default under this Agreement, (a) the entire balance outstanding on all Accounts and all
other obligations of any Obligor to Bank of America (however acquired or evidenced) shall, at the option of Bank of America, become immediately due
and payable; (b) any obligation of Bank of America to permit further Transactions under this Agreement shall immediately cease and terminate; and/or
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(c) this Agreement or any Account may be terminally Bank of America. The foregoing remedies are it�ition to any other rights of Bank of
America under this Agreement.
22. EFFECT OF TERMINATION. Upon termination of this Agreement. Company will be responsible for promptly destroying all Devices.
Termination will not affect Company's liability for any charges or other obligations under this Agreement. After termination, this Agreement (except thc
ability to use the Account for additional Transactions) will remain in force until all Transactions and Company's other obligations undcr this Agreement
arc paid and satisfied in full. Further, Company shall ensure that no new Transactions are made on the Account. However, if any Transactions are made
after termination, Company will continue to be liable until thcy are paid in full.
23 GOVERNING LAW. This Agreement is made in Arizona. This Agreement and the Account, as well as Bank of America's rights and duties
regarding this Agreement and the Account, will he governed by the laws respecting national banking associations and, to the extent not so covered, by
the laws of the State of Arizona, regardless of where Company resides or where a Cardholder uses the Account at any time. Company will submit to the
personal jurisdiction of any state or federal court or of Judicial Arbitration and Mediation Service ("JAMS") located in thc State of Arizona.
24. ARBITRATION.
A. This paragraph concerns the resolution of any controversies or claims between the panics, whether arising in contract, tort or by statute,
including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any amendments or modifications); or (ii)
any document related to this agreement; (collectively a "Claim").
B. Al the request of any party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act
(Title 9, U. S. Code) (the "Act"). The Act will apply even though this agreement provides that it is governed by the law of a specified state.
C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of
JAMS or any successor thereof, and the terms of this paragraph. In the event of any inconsistency, the terms of this paragraph shall control.
D. The arbitration shall be administered by JAMS and conducted in the state specified in the governing law section of this agreement. All Claims
shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any pany, the Claims shall be decided by three
arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the
award of the arbitrator(s) shall be issued within 30 days of thc close of the hearing. However, the arbitrator(s), upon a showing of good cause, may
extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the
award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced.
E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration
on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the
arbitrator(s). Thc arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement.
F. This paragraph does not limit thc right of any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or
nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to
obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary
remedies.
C. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require
submittal of the Claim to arbitration.
25. COSTS AND ATTORNEY FEES. If either party incurs expenses related to the enforcement of, or takes collection action under, this Agreement,
the prevailing party is entitled to recover from the other party costs and reasonable attorney fees.
26. TELEPHONE MONITORING. Bank of America may listen to and/or record telephone calls between a Bank of America employee and any
person acting on Company's or a Participant's behalf for the purpose of monitoring and improving the quality and effectiveness of Bank of America's
communication.
27. SUCCESSORS AND ASSIGNS. This Agreement and all terms and conditions hereof, arc not assignable or transferable by Company or any
Participant without Bank of America's prior written consent. All the terms and provisions of this Agreement will inure to the benefit of and be binding
upon each party and its successors and permitted assigns.
28. NOTICES. Any notice required or permitted under this Agreement shall be effective only if it is in writing and (i) personally delivered, (ii) sent by
U.S. mail, postage prepaid, (iii) sent by a nationally recognized overnight delivery service, with delivery confirmed, (iv) telecopicd, if confirmed with an
error -free transmission report, or (v) c -mailed to such e-mail address as shall have been fumished to the other party, with delivery confirmed addressed
as set forth below. Such notices shall be deemed to have been duly given either five (5) business days after the date of mailing by U.S. mail as described
above or if otherwise sent, on the business day of receipt. Notices delivered after 5:00 p.m. shall be considered received on the next business day. A
party may alter the address or tclecopy number to which notices arc to be sent by giving notice of such change in conformity with the provisions of this
Section 28.
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Notices to Bank of America must be sent to:
A. (for U.S. Mail)
Bank of America
P.O. Box 2463
Spokane, WA 99210-2463
(for overnight delivery service)
Bank of America
Commercial Card
Floor 2
1616 South Rustle Street
Spokane, WA 99224
OR:
•
B. Bank of America's Large Corporate and Commercial
Card Services representative for Company's program
at the address designated during implementation of
Company's program.
C. WITH A COPY to the following address if the notice relates to a Claim:
Counsel for Commercial Card Services
Bank of America Legal Department
101 South Tryon Street
NC 1-002-29-01
Charlotte, NC 28255
Notices to Company must lint to:
A. City of Fayetteville
Mayor Dan Coody
113 W Mountain
Fayetteville, AR 72701
Telephone: 479/575-8289
e-mail: dcoody(aci.fayetteville.ar.us
29. SEVERABILITY. If any provision of this Agreement is held to be invalid, void or unenforceable, all other provisions in this Agreement will
remain valid and enforceable.
30. LIMITATION OF LIABILITY. BANK OF AMERICA SHALL NOT BE LIABLE TO COMPANY, ANY PARTICIPANT OR CARDHOLDER,
FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN IN CONNECTION WITH THIS AGREEMENT EXCEPT FOR DIRECT DAMAGES
ARISING FROM BANK OF AMERICA'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. IN NO EVENT SHALL BANK OF
AMERICA BE LIABLE TO COMPANY, ANY PARTICIPANT OR CARDHOLDER, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
PUNITIVE DAMAGES OR LOST PROFITS OR LOST DATA.
31. WARRANTY DISCLAIMER. ALL SERVICES, EQUIPMENT, SOFTWARE AND OTIIER PRODUCTS FURNISHED BY BANK OF
AMERICA TO COMPANY OR A PARTICIPANT ARE PROVIDED ON AN "AS 15;* "AS AVAILABLE" BASIS AND BANK OF AMERICA
EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE.
32. ONE AGREEMENT. This Agreement and any other agreements required by this Agreement, collectively: (a) represent the sum of the
understandings and agreements between Bank of America and Company concerning the subject matter of this Agreement; (b) replace any prior oral or
written agreements between Bank of America and Company conccming this Agreement, and (c) are intended by Bank of America, Company and each
Participant as the final, complete and exclusive statement of the agreement between/among them. No failure on the pan of Bank of America to exercise,
and no delay in exercising any right under this Agreement, will operate as a waiver of that right. Unless other provisions in this Agreement expressly
provide otherwise, the terms of this Agreement will prevail if there is a conflict between this Agreement and any other agreements required by this
Agreement.
IN WITNESS WHEREOF, the panics hereby execute this Agreement as of the Effective Date shown below.
BANK OF AMERICA, N. . (USA) j / CITY OF FAYETTE
Signature:
Name:
Title:
Date:
7711
PAU J• B/NDER
SJP
9 J9/03
EFFECTIVE DATE:
C'pI C'wµ.ue_ WreAamF_ C.vd_Apemrnr_29 I W. Foul Re,. 3/02
Signature:
Name: Dan Coody
Title: Mayor
Date: 9/3/03
Telephone Number: 479/575-8289
6
• •
ADDENDUM TO BANK OF AMERICA
CORPORATE PURCHASING CARD AGREEMENT
THIS ADDENDUM (the Addendum") is dated September 3, 2003 by and between City of
Fayetteville ("Company") and Bank of America, N.A. (USA) ("Bank of America") and amends
the Bank of America Corporate Purchasing Card Agreement between the parties dated
September 3, 2003 (the "Agreement").
WHEREAS, the parties desire to add to and modify certain terms of the Agreement;
NOW, THEREFORE, for valuable consideration, the parties hereby agree as follows:
1. DEFINITIONS
Terms capitalized herein and not otherwise defined shall be given the meaning ascribed to
them in the Agreement.
2. AMENDMENTS
GENERAL. All references to "Company" arc revised to "City of Fayetteville".
Section 1. DEFINITIONS. As Company does not desire Convenience Checks, Section 1,
paragraph E, of the Agreement is deleted in its entirety and replaced by the following:
E. "Card Administrator" means an individual or individuals authorized by Company or a
Participant, as applicable, to request Bank of America to add or delete Cards and to
communicate with Bank of America and take other action needed to maintain the
Account.
Section 1. DEFINITIONS. As Company does not desire Convenience Checks, Section 1,
paragraph G, of the Agreement is deleted in its entirety and replaced by the following:
G. "Cardless Account, " also called a "Control Account," means an Account for which Bank
of America assigns only an Account number, but provides no Card.
Section 1. DEFINITIONS. As Company does not desire Cash Advances or Convenience
Chccks, Section 1, paragraph H, of the Agreement is deleted in its entirety.
Section 1. DEFINITIONS. As Company does not desire Convenience Checks, Section 1,
paragraph I, of the Agreement is deleted in its entirety.
415791 -Addendum to BA Corporate Card Agreements Page I of 4
• •
Section 1. DEFINITIONS. As Company does not desire Convenience Checks, Section 1,
paragraph J, of the Agreement is deleted in its entirety and replaced by the following:
J. "Device" means a device such as a Card or Account number, which Bank of America
provides under this Agreement to use to make Transactions or other charges on the
Account.
Section 1. DEFINITIONS. As Company docs not desire Cash Advances, Section 1,
paragraph 0, of the Agreement is deleted in its entirety and replaced by the following:
O. "Transaction" means a purchase or reservation of goods or services made or facilitated by
use of a Device or the Account.
Section 3. USE OF ACCOUNT AND DEVICES. As Company does not desire Cash
Advances, Section 3, paragraph C, clause 1, of the Agreement is deleted in its entirety and
replaced by the following:
1. A Cardholder using a Card for a Transaction may sign a sales draft which the merchant's
financial institution processes. However, failure to sign a sales draft or receive a sales
receipt will not relieve Company of its obligations under this Agreement. Company
should retain or should direct each Cardholder to retain each sales draft as a record of the
Transaction.
Section 3. USE OF ACCOUNT AND DEVICES. As Company does not desire
Convenience Checks, Section 3, paragraph C, clause 3, of the Agreement is deleted in its
entirety and replaced by the following:
3. Company and each Cardholder will check to see that the information embossed on a new
Card and sent to Company or Cardholder is correct. If there is an error, Company will
notify Bank of America immediately.
Section 3. USE OF ACCOUNT AND DEVICES. As Company docs not desire
Convenience Checks, Section 3, paragraph D, of the Agreement is deleted in its entirety.
Section 3. USE OF ACCOUNT AND DEVICES. As Company docs not desire
Convenience Checks, Section 3, paragraph F, of the Agreement is deleted in its entirety and
replaced by the following:
F. If Company or Participant desires to terminate the Account or Card use by a Cardholder,
Company or Participant, as applicable, will notify Bank of America and will destroy the
415791 -Addendum to BA Corporate Card Agreements Page 2 of 4
• •
Devices issued or provided to that Cardholder. Company may exclude a Participant from
thc Account by giving Bank of America written notice, and Bank of America will have a
reasonable period of time to act on any such notice. If this Agreement terminates,
Company will be responsible for promptly destroying all Devices for the Account.
Section 5. COMPANY LIABILITY; ACCEPTANCE OF AGREEMENT. Section 5,
paragraph D, of the Agreement is deleted in its entirety and replaced by the following:
To the extent permitted by law, the City shall indemnify and defend Bank of America against
any and all claims, actions, losses, suits, and demands for damages or costs and expenses
(including attorney fees) related to this Agreement. This indemnification does not waive or
reduce the City's statutory immunity as to any third party claimants nor provide any third
party beneficiary rights to any claimant or other person or entity. This indemnification shall
apply to all usage of a Cardless Account or Account established in the name of "Authorized
Representative," a department name or other such designation that is not an actual individual
regardless of any restriction on Company's liability contained in this Agreement.
Section 9. LOST OR STOLEN CARDS. Section 9, paragraph B, of the Agreement is
deleted in its entirety and replaced by the following:
B. If a Device such as a Card or Account Number is lost or stolen, or if there is possible
Unauthorized Use, Company must require each Participant and Cardholder to notify
Bank of America as soon as practically possible within the first 24 hours following
discovery of the loss or theft or possible Unauthorized Use by phoning Bank of America
at the phone number provided for such notice on the Billing Statement, with written
confirmation as requested in connection with Bank of Amcrica's investigation. If (i)
notice as provided in this Section is given within the first 24 hours; and (ii) Company
assists Bank of America in investigating facts and circumstances relating to the loss or
theft or possible Unauthorized Use of any Device, including without limitation, obtaining
an affidavit or similar written, signed statement from the Cardholder, then Company or
Participant, as applicable, will not be liable for Transactions resulting from Unauthorized
Use.
3. RATIFICATION
All of the terms of the Agreement not expressly modified herein shall continue in full force
and effect and are hereby ratified by thc parties hereto.
415791 -Addendum to BA Corporate Card Agreements Page 3 of 4
IN WITNESS WHEREOF, the parties have executed this ADDENDUM as of the date shown
above.
CITY OF FAYETTEVILLE
By:
Print name: Dan Coody
Title: Mayor
BANK OF AMERICA, N.A. (USA)
Print name: P4 "L ✓ • .O /NQER
Title: 5 V`
415791 -Addendum to BA Corporate Card Agrccments Page 4 of 4
SCHEDULE A
TO
BANK OF AMERICA PURCHASING CARD AGREEMENT
GENERAL PRODUCT FEE SCHEDULE
Payment Method and applicable fee:
No Fcc
Annual Card Fec (Per Card):
SO
Late Fee: Assessed if full payment is not received by Payment Due Date.
Central Bill Accounts: Minimum 5250.00, Maximum $3,500.00
2.5% of the balance due
Not Applicable
Individual Bill Accounts:
Periodic Finance Charge:
Prime + 5%
Cash Advance Fcc: Minimum 55.00, no maximum
2.5% of Transaction Amount
Overlimit Fee:
Central Bill Accounts: Assessed when Aggregate Charge Limit is exceeded
5250 per occurrence
Not Applicable
Individual Bill Accounts: Assessed when any Card Limit is exceeded.
Returned Payment Fcc:
529.00 per occurrence
Copy Fec:
53.00 per copy
Logo Fcc:
Waived
Unique Card Design Fcc:
As quoted
SELECTION OF SETTLEMENT PERIOD
Indicate the Settlement Period or number of days after the statement closing date within
which payment is due.
days
WAIVER PROGRAM: Depending on whether the Account is a Visa account or a MasterCard account, the Account will be subject to either the Visa
Liability Waiver Program or the MasterCoverage® Liability Protection Program. This coverage is designed to protect financial institutions and
companies from employee misuse of thc Account resulting in unauthorized Transactions. Bank of America will waive Company's liability for waivablc
charges up to thc limit of coverage as provided in the liability waiver program ("Waiver Program") upon notice by the Waiver Program underwriters that
the Transaction at issue qualifies as a watvabte charge. This waiver will be according to the tem and subject to the exclusions of the Waiver Program as
established from time to time by the Waiver Program Underwriters, including without limitation, thc condition that Company meets all of its obligations
under the Waiver Program which may change from time to time. Current terms of the Waiver Program as set forth in thc brochure, which Bank of
America will provide to Company arc incorporated in this Agreement by reference. The Waiver Program may be terminated by Bank of America or thc
Waiver Program underwriters, effective immediately upon notice to Company.
UP TO S500,000 TRAVEL ACCIDENT INSURANCE (NOT AVAILABI,E FOR CORPORATE FLEET CARDS): This coverage will offer up to
5500,000 in automatic common tamer travel, accidental death and dismemberment insurance when employees charge the entire cost of thc passenger
fare for land, sca, or air public transportation on their Cards. A disclosure, which outlines the program details will be provided to Company and
Cardholders.
5<Mhk A Rcy, 2 02393675
SCHEDULE B
TO
I3ANK OF AMERICA PURCHASING CARD AGREEMENT
ELECTRONIC PRODUCT FEE SCHEDULE
Desktop Software.
InfoSpan Not Selected
SmartData Not Selected
Mailboxes Not Selected
Desktop Upgrades:
InfoSpan $0.00
SmartData $0.10
Internet Software.
*Commercial EAGLS Waived
••EAGLS EXPRES (EAGLS Dependent)
EXPRES Uscr Fee - First Year Only:
Not Selected
Minimum 54,500, Maximum 5330,000.00
EXPRES Annual Uscr Fee — All Subsequent Years:
Not Selected
Minimum 5750, Maximum $40,000.00
Mailbox (EAGLS) I Mailbox - S25 per month
Standard Electronic File Delivery Option•
EDI 811 Not Selected
Statement Billing File Not Scicctcd
File Express (MasterCard Only)
Standard Reports:
All Electronic Products (Desktop & Internet) SO
Custom Reports:
Development $150 per hour
Maintenance $150 per hour
Custom Interface:
Interface warranty period of I year
Development $150 per hour
Maintenance 5150 per hour
Software Training:
1 Phone Training Session per License 50
Training sessions on-site SI,500 per session
*For Company and Participants only one license fee of 55500 applies. See Training section for fees on additional on-site
training.
•• Bank will not provide bar code scanners for Expres clients, but will provide specifications to allow customers to purchase
their own. Specifications are on CCS intranet web -site under the hardware/software requirement section.
Scbetk D Rn cd2 0. 3936)6
1
NAME OF FILE: Resolution No. 133-03 w/agreement
CROSS REFERENCE:
Item #
Date
Document
1
08/15/03
Staff Review Form w/attachments
draft resolution
memo to City Council
PUR -15 w/attachments
memo to Mayor/City Council
memo to Peggy Vice
proposed agreement
letter to Bank of America
2
09/02/03
memo to Peggy Vice
NOTES:
STAFF IIEW FORM - FINANCIAL OBLIGATI.
X AGENDA REQUEST
CONTRACT REVIEW
GRANT REVIEW
For the Fayetteville City Council Meeting of: - September 2, 2003
q//°3
/33-03
FROM:
Peggy Vice
Name
Purchasing Division Internal Services
Division Department
ACTION REQUIRED: Approval of procurement card policy and contract with Bank of America
to provide procurement cards and associated software.
COST TO CITY:
$7,000.00 $ 12,908.00 Materials & Supplies
Cost of this request
Category/Project Budget Program Category / Project Name
1010.1610.5209.00 $ 4,137.00 Purchasing
Account Number
Project Number
Funds Used to Date Program / Project Category Name
8,771.00 General
Remaining Balance Fund Name
BUDGET REVIEW:
X Budgeted Item
Budget Manager Date
Budget Adjustment Attached
CONTRACT/GRANT/LEASE REVIEW:
i
•
•
.n`
A ountin
•
Manager
if cc.
ney
Date Internal Au for Date
?Ai/J7
Date
PLump
Purchasing Manager Date
STAFF RECOMMENDATION:
Division Head
Department Director
Date
Date
)g--11.423
Date
nistrative Officer Date
243
Mayor Date
Received in Mayor's Office
Cross Reference:
Previous Ord/Res#:
Orig. Contract Date:
Orig. Contract Number.
New Item:
D 3
Date
Yes No
illtaff Review Form - Page 2
•
Description Bank of America- Procurement Card Meeting Date September 2, 2003
Comments:
Budget Manager
Accounting Manager
City Attorney
See n.-Cn--> ,[ 7-11-03 al
R -i& - 03 i4-+ p..5L_, ..�.
Purchasing Manager
4 2-
ADA Coordinator
Internal Auditor
Grants Coordinator
Reference Comments:
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0.46d.F 444. o«: coNnaslece... akeci_alt...cacros,
t.c.J...r.L'7 ci.tt'st44& Gad) K✓,tc.1 4t natio
rn..le.,.u,L7 /,F,ugaage eau 714......4.1 14 6nwlcec
A....w..ia, lea se. S -9w.. c .
RESOLUTION NO.
A RESOLUTION TO ACCEPT A CONTRACT WITH
BANK OF AMERICA CORPORATE PURCHASING
CARD AGREEMENT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves and agrees to the Bank of America Corporate Purchasing Card
Agreement (attached as Exhibit A) and further authorizes the Mayor to execute
said contract.
PASSED and APPROVED this the 16th day of September; 2003.
APPROVED:
By:
ATTEST:
By:
Sondra Smith, City Clerk
DAN Y, Mayor
FAYETTEV&LE
THE CT' OF FAVETTEVILLE. ARKANSAS
DEPARTMENTAL CORRESPONDENCE
•
TO:
THROUGH:
FROM:
DATE:
SUBJECT:
Background
Fayetteville City Council
Dan Coody, Mayor
Hugh Earnest, Chief Administrative Officer
Steve Davis, Finance & Internal Services Director,
Peggy Vice, Purchasing Manger
August 15, 2003
Bank of America Corporate Procurement Card
iVies
Currently, City Staff makes purchases throughout the City by purchase orders, petty cash and
check requests. The current process is time consuming and staff time intensive. More and more
vendors no longer accept purchase orders because they are either in the process or have
eliminated their accounts receivables and/or utilize a third party finance company to issue store
specific credit cards This method is utilized as little as possible by the City because there are no
controls or tracking systems to keep up with who has charged what item and there are no limits
set that could prevent abuse.
Discussion
Staff is presenting this agenda item for City Council approval to enter into an agreement with
Bank of America to implement a procurement card (P -Card) program. This P -Card program
promises to reduce staff time currently devoted to completing the forms, obtaining petty cash,
etc. in making purchases. Staff will meet with each department head and set their department
dollar limits based on their purchasing history. Each department head will determine who in
their department will be issued a card. The person issued a card will be put through a training
period before they will be issued a card. A financial person in each department will oversee that
department's activity and final approval of payment will be approved by the department head.
Staff has put together the Procurement Card Policy so it is very clear in the proper authorized
use. Abuse of the procurement card is a terminating offense. Staff wants it to be very clear with
no gray areas and wants Council's full support. Attached is the new policy and standard
operating procedure regarding authorized use of procurement cards.
This is a new and exciting process for the City. We have never operated with a City procurement
card before. Staff met with the Business Manager of the University of Arkansas a few months
ago when investigating the potential use of procurement cards and she couldn't say enough good
things about the change to procurement cards. They hope to put everything on procurement cards
in the future including utilities and large ticket items.
Staff also discussed the negatives and positives with the City of Ames, Iowa, who is now on the
EGLES Bank of America procurement card program that we are proposing. Ames, Iowa is about
the same size town as Fayetteville and is also a university town. They have been on the EGLES
system for about I 'h years. They are very happy with the service of Bank of America and their
EGLES system. They have realized a large reduction in data entry, paper flow and staff time.
They require their people to go through training before issuance of a procurement card and
monitor their usage. They don't have any negatives. They wish they had went to the procurement
card sooner. Every aspect of the change has been positive.
Staff Recommendation:
Staff recommends approval of a contract with Bank of America and full support of The
Procurement Card Policy by City Council.
This is an effort by Staff to accomplish "Guiding Principle #4":
• By selecting the most advantageous way of purchasing materials and supplies
• By utilizing the best use of staff time.
• By providing top-quality, responsive service through new technology.
• By providing the fastest and best method of payment to the City's vendors.
• •
CITY OF FAYETTEVILLE, ARKANSAS
POLICY AND PROCEDURE
SUBJECT: Procurement Cards
NUMBER: PUR-15
EFFECTIVE DATE: August 15, 2003
REVISIONS: None
PUR-15.0 PURPOSE:
The purpose of this document is to establish responsibilities and to implement procedures
to be followed in the distribution and use of procurement cards
PUR-15.1 GENERAL RESPONSIBILITIES:
The authority and responsibility for overseeing the procurement card program is
delegated to the Program Administrator and the Payment Administrator or their designee
in their absence.
PUR-15.2 Procurement Card Use and Limits
Procurement cards arc designed to decrease or eliminate purchase orders, petty cash
purchases, invoices and checks/warrants.
Your monthly and single transaction limits are at the discretion of your department. Your
supervisor will inform you of your spending limits at the time you receive your card.
Single purchases over S2,500 must be made using a Purchase Order. Breaking a
transaction into smaller amounts in order to use the procurement card is considered a
misuse of the card.
PUR-15.3 QUOTE LIMITS
Quotes for items over S500 are required the same as for purchase orders. Documentation will be
notated in a space provided in the EAGLS Software .
PUR-15.4 USING YOUR PROCUREMENT CARD
It is important that you follow City policies concerning purchasing limits and requisition protocols.
We encourage you to use the card INSTEAD of POs whenever possible.
You must collect an itemized receipt or invoice from the vendor/supplier every time you use the
procurement card. This receipt or invoice must contain the following information:
• Vendor name and address
• Date of purchase
• Description of each item purchased and the quantity purchased
• Price per item/Extended price per item
• Shipping/handling charges (where applicable)
• Total amount of the transaction
Andrea Foren
Submitted By
Bank of America — Addendum III w/
Mid America
City of Fayetteville Staff Review Form
2019-0285
Legistar File ID
N/A
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
5/17/2019 PURCHASING (160)
Submitted Date Division / Department
Action Recommendation:
Purchasing requests the Mayor's signature of Addendum III, Exhibit I to the Mid America New Standard
Transactions Rebate Multiplier Table, Commencing March 01, 2018, to the Bank of America Corporate Purchasing
Card Agreement to increase the City's basis points for rebate calculation.
Various
Account Number
N/A
Project Number
Budget Impact: '
Various
Fund
N/A
Project Title
Budgeted Item? NA Current Budget $ -
Funds Obligated $ -
Current Balance $
Does item have a cost? No Item Cost
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget 1 $ -
Y20180321
Purchase Order Number: N/A Previous Ordinance or Resolution # '133-03.
Change Order Number:
Original Contract Number:
Comments:
N/A
N/A
Approval Date:
•
,441111 CITY OF
IplIP.111 FAYETTEVILLE STAFF MEMOlir
ARKANSAS
TO: Mayor Lioneld Jordan
THRU: Paul A. Becker, Chief Financial Officer
FROM: Andrea Foren, Purchasing Manager
DATE: Friday, May 17, 2019
SUBJECT: Bank of America —Addendum III w/ Mid America Exhibit 1
RECOMMENDATION:
Purchasing requests the Mayor's signature of Addendum III, Exhibit I to the Mid America New
Standard Transactions Rebate Multiplier Table, Commencing March 01, 2018, to the Bank of
America Corporate Purchasing Card Agreement to increase the City's basis points for rebate
calculation.
BACKGROUND:
Bank of America is the City's procurement card program provider. Bank of America has created
a Mid America rebate schedule, of which the City is eligible to participate in. Signing of this rebate
will increase the City's rebate on transactions processed through the Bank of America
Procurement Card.
DISCUSSION:
The purpose of the Mid America rebate schedule is to help eligible entities grow card programs
and earn higher rebates on annual transaction volume. To help all members maximize earning
potential,the program aggregates all member's annual spend volume and pays each entity based
on contribution.
Rebate will be dependent on the overall volume processed for the rebate period. The calculation
matrix is provided in the attached Addendum III, Exhibit 1 dated March 03, 2018.
The City's P-Card Volume is approximately$12,500,000 annually as an individual entity; however,
the City is pooled with the Mid America program the rebate is calculated off transaction volume
of approximately $130,000,000 historically.
Addendum III will increase the City's rebate. Standard Volume Grid levels will remain the same.
If the program is greater than $10MM in Standard Volume Spend, the City will increase, at
minimum, 3 additional basis points. Large ticket transactions increase at all levels by a minimum
of 4 basis points, for the program, with the City gaining 5 basis points.
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville,AR 72701
A comparison of the current rebate schedule, Addendum II, compared to the newly proposed
rebate schedule, Addendum Ill is attached.
The City's rebate from the Bank of America for the P-Card Program since January 2014 is as
follows:
Rebate Rebate Period Annual P-Card Number of Months Average Monthly
Period Start Total Rebate
End Date Transaction Volume in Rebate Period Rebate
Date
1/1/2014 12/31/2014 $ 10,722,321 12 $ 1.38,874 $ 11,57223
1/1/2015 12/31/2015 $ 12,073,509 12 $ 153,963 :$ 12,830.25
1/1/2016 2/28/2017 $ 13,908,741 14 $ 193,860 $ 1.3,847.14
3/1/2017 2/28/2018 $ 11,617,092 12 $ 152,744 :$ 12,728.70
BUDGET/STAFF IMPACT:
There is no additional cost to the City of Fayetteville. Addendum III will increase the rebate
received to the City.
Attachments:
Bank of America Grid Comparison between Addendum II and III
Bank of America—Addendum III
Referenced Exhibit 1, Mid America, New Standard Transactions Rebate, March 01, 2018
2
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ADDENDUM TO BANK OF AMERICA
CORPORATE CARD SERVICE Agreement
THIS ADDENDUM (the "Addendum") is dated March 26, 2018, by and between City of Fayetteville ("Company") and
Bank of America, N.A. ("Bank of America") and amends the Bank of America Corporate Card Service Agreement,
between the parties dated on or about December 2016, including any previous amendments (together, the
"Agreement").
WHEREAS,the parties desire to add to and modify certain terms of the Agreement;
NOW,THEREFORE,for valuable consideration,the parties hereby agree as follows:
1. DEFINITIONS
Terms capitalized herein and not otherwise defined shall be given the meaning ascribed to them in the Agreement.
2. AMENDMENTS
A new Standard Transactions Rebate Multiplier Table and Large Ticket/Partner Program Transactions Multiplier
Table dated March 1,2018 is added to and shall be applicable to the Corporate Card Service Agreement.
The definition of"Calculation Period" in the SCHEDULE OF REBATES dated on or about December 2016 is deleted in
its entirety and replaced by the following:
"Calculation Period" means, initially, the twelve (12) month period commencing March 1, 2018 and ending February
28, 2019 and thereafter, each subsequent twelve (12) month period thereafter. For the avoidance of doubt, rebate
for the period March 1, 2018 through February 28, 2019, and subsequent calculation periods, shall be calculated
based on the Standard Transactions Rebate Multiplier Table and Large Ticket/Partner Program Transactions
Multiplier Table, Exhibit 1,attached hereto.
3. RATIFICATION
All of the terms of the Agreement not expressly modified herein shall continue in full force and effect and are
hereby ratified by the parties hereto.
IN WITNESS WHEREOF,the parties have executed this ADDENDUM as of the date shown above.
City of Fayett: ille Bank of America, N.A. y
)
B . �Ar/./ i� -f--- By: C
Print name:l.r Oy / t Q1/1'1 Print name:
MTitle: Title: f/ v— /7` ��
Addendum to BA Corporate Card Service Agreement Page I of I
III
` M N N
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