Loading...
4.01 4.1 AGREEMENTSUP Morgan Chase Bank—Participation Agreement—Purchasing and Travel Card Services—9-12-2022 RESOLUTION AUTHORIZING PARTICIPATION AGREEMENT BETWEEN TOWN OF QUEENSBURY AND JP MORGAN CHASE BANK, N.A. REGARDING ISSUANCE OF PURCHASING SERVICES RESOLUTION NO.: 12022 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 431,2014, the Queensbury Town Board authorized a Participation Agreement with Citibank, N.A., regarding the issuance of purchasing services, such services being at no cost to the Town of Queensbury, and WHEREAS, the New York State Contract for credit cards has been awarded to JP Morgan Chase Bank, N.A., and therefore, the Town Board believes it to be in the public interest to authorize such a Participation Agreement with JP Morgan Chase Bank,N.A., and WHEREAS, a proposed Participation Agreement is presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes a Participation Agreement between the Town of Queensbury and JP Morgan Chase Bank, N.A., regarding the issuance of purchasing services, such Participation Agreement substantially in the form presented at this meeting and/or to be in form acceptable to Town Counsel and/or the Town Budget Officer, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute such Participation Agreement and any other necessary documentation and authorizes and directs the Town Supervisor, Town Budget Officer and/or Town Counsel to take such other and further action necessary to effectuate the terms of this Resolution. Duly adopted this 12t'day of September, 2022,by the following vote: AYES NOES ABSENT: � � ����U��U���N�� ������������� " ~="^ " �~="" ��" "~=�~ ="===^=�~�="�~"� � This Participation Agreement")is adeand entered into esof 2O22(the"Effective oau*") by and between Town of Queensbury("Participant")and JPMorgan Chase Bank, N.A.or one or more of its Affiliates("Bank"). /n the event that any cf the terms or conditions contained in this Participation Agreement are found to conflict with any of the terms or conditions contained in Contract#69527 entered into between the State of New York and JPMorgan Chase Bank, N.A.pursuant to Rpp*muo17 for Purchasing,Travel and NET Card Services(the^oontract").the terms and conditions uf the Contract shall prevail,in accordance with the order of precedence set forth in Section 2.1 of the Contract. xvMsRsAS, pursuant to that certain Master Commercial cond Agreement dated as of March n. 2022 (tno "Master Agreement!') between State of New York(the"Clienf)and Bank, Bank has agreed to provide commercial card services to Client(the"Program") on the terms and conditions of the Master Agreement,attached hereto and incorporated herein as Attachment A;and WHEREAS, Participant desires, to participate in the Program, subject tn the terms and conditions pf the Master Agreement os amended,supplemented,restated,v/replaced from time tutime. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein,the Parties agree asfollows: 1. Definitions. Except as otherwise provided herein, all capitalized terms used herein and not otherwise defined and which are defined in the Master Agreement shall be used herein as so defined in the Master Agreement. o. Mutual Obligations. By their execution of this Participation Agreement,Participant and Bank hereby agree to be bound by all the terms and conditions of the Contract and the Master Agreement as may be amended,supplemented, restated, or replaced from time to time, attached hanam as Attachment A.All references to"Client" in the Master Agreement shall be dowmou to constitute references to Participant hereunder. Without limiting the generality of the foregoing, Participant further agrees that it shall be responsible only for Transactions and for fees, charges and other amounts due under the Master Agreement related to the use of Accounts or Cards of Participant pursuant to the Master Agreement and that Client shall not be liable for any such Transactions and for any such fees,charges and other amounts. a. Information Sharing. Participant acknowledges and agrees that Bank may share pomoipanru inhunnmhun with the Client to include,but not limited to,commercial card Program transaction spending volumes,average transaction size,purchase limit data and any other information deemed necessary by the Bank to facilitate the rebate incentives calculations booed upon all participants'charge volume under the Master Agreement. 4. Notices. Notwithstanding the provisions of the Master Agreement,all notices and other communications required or permitted to be given under this Participation Agreement shall be in writing except as otherwise provided herein,and shall be effective on the date on which such notice is actually received by the Party to which it is addressed. All notices ma be ntto the Participant by ordinary mail,electronic transmission, through internet sites, or by such other means as the Participant and the Bank may agree upon from time to time,at the address of the Participant provided to the Bank. Unless otherwise arranged, all notices to the Bank must besent to the Participant's relationship manager or program coordinator team managing the relationship or to any other address notified by the Bank to the Participant in writing from time tntime, and may be sent by ordinary mail, by electronic transmission or by such other means as the Participant and the Bank agree upon from time to time. s. Miscellaneous. This Participation Agreement shall be governed by and construed in accordance with the substantive laws of the State o,New York, and as applicable, houeo^| 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 do:ument, and each Party hereto may execute this Participation Agreement by uiunmo any of such counterparts. Facsimile signatures shall have the same force and effect as the original. REMAINDER oF PAGE INTENTIONALLY BLANK. SIGNATURES Om FOLLOWING PAGE + � |N WITNESS WHEREOF,the Parties have caused this Participation Agreement hube duly executed aoof the Effective Date. JPKOORGAN CHASE BANK, N.A. By Name Title Participant Authorization: The unuomionmu is an mffioor, member, manager, u|mmnr, managing partner, or general partner(v, person authorized 0nrepresent the foregoing),as applicable,of Participant,authorized to bind Participant to enter into and to perform its obligations under this Participation Agreement. The undersigned certifies to Bank that the governing body cf Participant is duly ongenized, validly existing,and authorized by all necessary organizational action with full power and legal authority to execute and perform its obligations under this Master Agreement. Participant shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above. PARTICIPANT By Name Title Note: The legal name of any member, managing member or general partner who is signing but is not an individual person must appear in the signature block. Participant Attestation: The undersigned officer, mombor, manager, uinommr, managing poxne,, or general partner (or person authorized torepresent the foregoing) pf Participant, hereby certifies that the individual signing above on behalf of Participant has been duly authorized to bind Participant and to enter into and perform its obligations under this Participationh person signing above on behalf of Participant,whose execution of this Participation Agreement was witnessed by the undersigned,is an officer, member, mmnegmr, dieotur, managing padner, or general partner(or person authorized to represent the foregoing) of Participant possessing authority to execute this Participation Agreement. Participant shall provide ho Bank immediately upon demand conclusive evidence of the authorizations described above. By Name Title Note: The person signing the attestation shall be someone different from the person signing above on behalf of Participant.