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Home My WebLink AboutC04-005 UMB Bank ( ~OL/- -() 5"-1.1-1 UMB BAN K PURCHASING CARD AGREEMENT THIS AGREEMENT is made and entered into this 8th day of December, 2003, by and between EAGLE COUNTY, COLORADO by and through its Board of County Commissioners, ("COUNTY") and UMB BANK, n.a., Kansas City, Missouri ("UMB"). WHEREAS, COUNTY requested information from UMB, a firm qualified and interested in designing, developing and implementing business procurement card programs for COUNTY and performing related services in connection therewith (said programs and services collectively hereinafter referred to as a "Purchasing Card Program") that will support the business processes currently utilized by COUNTY; and WHEREAS, in response to COUNTY's invitation, UMB provided information (the "Proposal") and requested consideration to provide the desired and requested Purchasing Card Program for COUNTY, and .. WHEREAS, following review and evaluation of the information received by COUNTY from UMB, COUNTY desires to engag~ the services ofUMB; and WHEREAS, UMB represents that it is duly qualified, licensed and experienced to provide COUNTY with such services and is willing to provide the same in accordance. ;' with and subject to the terms and conditions oftms Agreement; and WHEREAS, COUNTY and UMB hereby'~gree to ac~ept the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the above and foregoing recitals, the mutual promises and covenants hereinafter given, and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I Engagement of UMB for Services 1.1 COUNTY hereby engages the services ofUMB for the purpose of designing, developing and implementing a Purchasing Card Program for COUNTY that will support the procurement processes being utilized by the personnel of COUNTY as of the effective date of this Agreement, and UMB hereby agrees to provide COUNTY with such services in accordance with and subject to the terms and conditions of this Agreement. ARTICLE n Description And Delivery Of Services To Be Provided 2.1 COUNTY will appoint the Purchasing Card Program Administrator as set forth in Section 10.2 of this Agreement. The Purchasing Card Program Administrator will determine how each purchasing card (each purchasing card issued hereunder is hereafter referred to as a "Card") is issued and used, consistent with the terms ofthis Agreement, and UMB may rely on any instructions received from the Purchasing Card Program Administrator. The Purchasing Card Program Administrator may establish and request Confidential Page I 12/08/03 .. changes to purchase controls and information in any individual cardholder's account. Such controls and information may include, but are not limited to: expenditure limits per cycle for each Card, transaction limits, purchase restrictions, the names in which Cards may be issued (each individual in whose name a Card is issued is a "Cardholder"), Cardholder billing address or telephone number and termination or non-renewal of a Cardholder's account. The Cardholder and/or the Purchasing Card Administrator will immediately report lost or stolen Cards to UMB. 2.2 UMB will make available to COUNTY certain controls and other features for COUNTY's Purchasing Card Program which are mutually acceptable to UMB and COUNTY. Such controls and features include, but are not limited to 'the following: (a) Single dollar transaction limitations for each Card. (b) Transaction authorizations per day limit for each Card, (c) Transaction authorizations per cycle limit for each Card (d) Total transaction dollars per cycle limit for each Card (e) Vendor category (SIC/MCC) blocking/de-blocking for each Card (f) Cash advance prohibition (g) Individual and Consolidated Billing Statements (h) Standard paper management reports . (i) Optional personal computer-based-management reporting ARTICLE HI Cardholder Accounts and Payments 3.1 COUNTY acknowledges that all Cards issued for this Program are the property ofUMB and must be surrendered to UMB upon request. 3.2 COUNTY will make every effort to inform . Cardholders of the proper usage of the Cards, will ensure that its Cardholders abide by. restrictions, limitations, and policies that are applicable to each Cardholder's respective account, and will promptly notify UMB of lost or stolen Cards. 3.3 UMB shall bill COUNTY on periodic monthly statements. COUNTY shall pay UMB for all transactions entered into by the use of a Card (except as otherwise provided herein) by the next billing date or within 30 days of the billing date of the applicable monthly periodic statement(s), whichever is earlier, irrespective of when or whether the goods or services purchased were received or accepted. Payment of the entire monthly statement balance in full, less any billing error disputes, will be due each month. Payments made later than 60 (sixty) days past the due date may, at UMB's option, result in temporary suspension of account purchasing capability, cancellation of accounts; and billing of interest and penalties as specified by applicable law. For terms of this contract the billing of interest and penalties is specified as follows: The Annual Percentage Rate ("APR") is variable and is calculated at 8.0% plus Prime which is currently 12.00%. The rate is determined by adding a "Margin" to the highest "Prime Rate" reported in the The Wall Street Journal on the 15th day of each January, March, May, July, September, and November. Other fees include a Late Fee of$20.00, Cash Advance Fee of 3% of Cash Advance Amount ($5 minimum, $25 maximum). It is UMB's intent to offer the Purchasing Card Program at no fee (except Cash Advance fees if applicable) to the Confidential Page 2 12/08/03 .: County unless there are problems of delinquency (defined as more then 60 days past due for any 3 months in a calendar year) that cannot be resolved by the parties involved. Unless expressly otherwise agreed to in writing by UMB, the maximum period of time covered by a billing period shall be one month. 3.4 COUNTY shall have liability for all transactions entered into with such Card until proper notification has been made to UMB that the Card was lost or stolen. Notwithstanding the foregoing, even if notification is provided to UMB, COUNTY shall have liability for all unauthorized use of any Card unless (1) COUNTY or the Cardholder made a good faith attempt to protect the Card from loss or theft and (2) notification was made to UMB as soon as COUNTY was aware of the loss or theft. COUNTY shall, through its Purchasing Card Administrator, designate certain controls which will determine how each Card may be used and UMB will make reasonable efforts to ensure compliance with the controls. COUNTY shall be liable for all Purchasing Card transactions made by its authorized employees; provided, however, UMB may waive COUNTY's liability for transactions made by authorized employees outside COUNTY's program limitations and policies if (and only to the extent that) such transactions (and the liability relating thereto) constitute "Waivable Charges" under the Visa Corporate Liability Waiver Program. :..1..' ARTICLE IV Term 4.1 The term of this Agreement shall commence with the effective date of this Agreement and shall continue for one calendar year. At the conolusionof the initial term, . this Agreement shall automatically renew for additional successive one year periods upon the same terms and conditions, unless. otherwise modified by written agreement of the parties or notification of nonrenewal is provided by either party at least 60 days prior to the termination of the initial term or any renewal term. ARTICLE V N atnre and Scope of Services 5.1 UMB shall perform all duties and responsibilities necessary to provide COUNTY with quality services consistent with the requirements of this Agreement. UMB shall use its best efforts to comply with all applicable local, state and federal laws and regulations in providing services pursuant to this Agreement. 5.2 The "Basic Services" shall include those services that are consistent with and correspond to the representations UMB made to COUNTY. Additional services in addition to the Basic Services may be provided by UMB to COUNTY upon the terms set forth in a written request and by mutual agreement. UMB shall use its best efforts to comply with all applicable local, state and federal laws and regulations in providing services pursuant to this Agreement. ARTICLE VI Compensation and Expenses 6.1 No annual fees, transaction fees or other related costs, including, but not limited to, labor, expenses, subsistence or transportation, shall be assessed against or Confidential Page 3 12/08/03 .: charged to COUNTY by UMB for Basic Services rendered by UMB under and during the term of this Agreement. Fees or charges, interchange fees or other sums received by UMB from parties other than COUNTY as a result of transactions associated with the Purchasing Card Program shall remain the sole right and property ofUMB. 6.2 Should UMB be requested to provide additional services for COUNTY relative to and in connection with the purpose and requirements of this Agreement, UMB shall be compensated for such services rendered and expenses reasonably incurred in the amount and rates mutually agreed to by COUNTY and UMB. ARTICLE VII Assignment 7.1 UMB may assign, transfer, convey, or otherwise dispose of this Agreement or any of its rights and obligations hereunder after sixty (60)days prior written notice to COUNTY, but in no event shall such assignment, transfer, conveyance or disposition relieve UMB from liability for performance of its obligations under the terms of this Agreement. 7.2 IfUMB provides certain of the Purchasing Card Program services through one or more subcontractors, such subcontractors shall at all times remain under the direction and control ofUMB and not COUNTY, and UMB shall remain fully liable to COUNTY for the proper discharge of all the services required hereunder regardless of by whom they are performed. . ARTICLE VIII Agreement Status 8.1 This Agreement is and shall be deemed an independent contract for services and UMB and all persons providing services on behalf ofUMB'under this Agreement,. shall be deemed independent contractors and shall not be deemed under any circumstances employees of COUNTY. 8.2 UMB accepts full responsibility for payment of unemployment insurance, workers compensation insurance and social security taxes as well as all income tax deductions and other taxes or payroll deductions required by law for its employees engaged in the performance of work under this Agreement. ARTICLE IX Termination 9.1 Either party may terminate this Agreement if the other party has breached or violated any of the terms and conditions of this Agreement and fails to cure such failure within the stated period of time for cure after being notified of the same by the non- breaching party. On determination by either party that the other party has committed a breach or violation of this Agreement, the non-breaching party shall notify the other party in writing of the failure, giving the other party thirty (30) days to cure such breach. Should the other party fail to cure such breach, the non-breaching party shall then have the right to terminate this Agreement for cause by giving written notice to the other party of such termination and stating the effective date of such termination. The repeated failure of COUNTY to promptly pay any amounts billed by and due to UMB shall Confidential Page 4 12/08/03 .: . constitute a breach for which only one,notice and right to cure need to be given in order to enable UMB to subsequently terminate the Agreement for cause without further notice. Either party may terminate this Agreement without cause upon sixty (60) days prior written notice. t. ARTICLE X Contract Administration 10.1 All notices, demands, requests, approvals, reports, instructions, consents or other communications (collectively referred to as "notices") which may be required or desired to be given by either party to the other shall be in writing and shall be made by personal delivery or sent by United States mail, postage prepaid, or be sent by overnight delivery, prepaid, addressed as follows (unless otherwise notified): COUNTY: Julie Snyder Eagle County PO Box 850 550 Broadway Eagle, Colorado 81631-0850 BANK: Ron Sager, Senior Vice President UMB Bank, n.a. 906 Grand Boulevard Kansas City, Missouri 64106 10.2 The agent named in 10.1 for COUNTY or his/her designate shall act as the Purchasing Card Program Administrator for COUNTY. UMB is authorized to rely upon any information or instructions received from the Purchasing Card Administrator until such time as UMB has received written notification that the Purchasing Card Administrator has been replaced. The Purchasing Card Program Administrator shall be responsible for all matters relating to this Agreement unless otherwise specified herein. The Purchasing Card Program Administrator shall notify UMB of any additions or deletions of departments which shall participate under this Program and any limitations or restrictions placed on the authority of each departments' designated Program, contact, and of the names of each individual to whom a Card is to be issued/sent. . ARTICLE XI Miscellaneous 11.1 This Agreement may be amended by supplemental writing mutually agreed to and executed by duly authorized representatives of the parties hereto. 11.2 The waiver by any party hereto of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach. Any waiver shall be in writing and any forbearance or indulgence in any other form or manner by either party shall not constitute a waiver. Until complete performance or satisfaction of all provisions of this Agreement, the other party shall have the right to Confidential Page 5 12/08/03 .. . invoke any remedy available under law or equity, notwithstanding any such forbearance or indulgence. 11.3 This Agreement shall be governed by, enforced and construed in accordance with the laws ofthe State of Colorado. Venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. 11.4. All agreements, covenants and clauses contained herein are severable, and in the event any of them shall be deemed or held to be unconstitutional, invalid, or unenforceable, the remainder ofthis Agreement shall be interpreted as if such unconstitutional, invalid or unenforceable agreements, clauses and covenants were not contained herein. 11.5 This Agreement, together with all documents incorporated herein by reference, represents the entire agreement between COUNTY and UMB with respect to the provision of services required ofUMB for COUNTY under this Agreement, and supersedes all prior understandings or promises, whether oral or written between the parties pertaining to or in connection with this Agreement. 11.6 COUNTY or UMB shall be excused from performance under this Agreement for any period that COUNTY or UMB is prevented from performing any services, in whole or in part, as a result of an Act of God, fire~ loss of electrical power or computer service, failure of a third-party service provider or any other act or event not within the reasonable control of the party prevented from performing. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives and made effective the day and year first above written. ATTEST: UMB BANK, n.a. ~~ By: 7"~ Ronald E. Sager, Senior Vice President Confidential Page 6 12/08/03 ----- --.;,.-~ MEMORANDUM To: Bryan Treu From: Mike Roeper Date: 12/12/2003 Subject: Purchasing Card Please review and stamp the attached agreement for potential inclusion on the Jan. 6 BoCC Agenda. Thanks! F:\OOCS\memo btreu.mcr.wpd