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HomeMy WebLinkAbout2006-115 - Professional Services Agreement with UMB Bank for a Business Procurement Card Programa~ BILL NO.2006-115 ORDINANCE NO.2006-115 AN ORDINANCE APPROVING THE FORM OF, AND AUTHORIZING THE CITY TO COMPLETE AND EXECUTE, AN AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND UMB BANK FOR PROFESSIONAL SERVICES RELATED TO A BUSINESS PROCUREMENT CARD PROGRAM WHEREAS, UMB Bank ("UMB") is in the business of providing professional services, including but not limited to business procurement card programs a.k.a. purchasing card program (the "Services"); and WHEREAS, the City of Riverside, Missouri (the "City") has determined that the City requires the Services to implement policies regarding procurement procedures; and that such Services are for a public purpose, and the City desires to retain UMB to provide such Services; and WHEREAS, the City has negotiated with UMB and the City and UMB have reached an agreement (the "Agreement") concerning the provision of such services. follows: NOW, THEREFORE, BE 1T ORDAINED, by the Board of Aldermen of Riverside, Missouri, as Section 1. The City of Riverside shall enter into the Agreement, to be substantially in the form attached hereto as Exhibit A, with UMB, whereby UMB will provide Services. Any Additional Services shall require Board of Aldermen approval by ordinance. Section 2. The Mayor and the City Clerk are authorized and directed to execute the Agrcement, execution of such document being conclusive proof of such approval. The Mayor, City Clerk, and City Administrator are each authorized and directed to perform all acts and execute any other documents necessary or desirable to effectuate the intent of this Ordinance. Section 3. This ordinance shall take effect immediately. Passed this ~~ day of September, 2006. A C' ler J Ma or Kathleen L. Rose r .~ ~~Bm PURCHASING CARD AGREEMENT THIS AGREEMENT, made and entered into this 5th day of September, 2006, by and between CITY OF RIVERSIDE, MISSOURI ("City') ,and UMB BANK, n.a., Kansas City, Missouri ("LJMB") WHEREAS, City requested information from LIMB, a firm qualified and interested in designing, developing and implementing business procurement card programs for City 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 City; and WHEREAS, in response to the City's invitation, UMB provided information (the "Proposal") and requested consideration to provide the desired and requested Purchasing Card Program for City; and WHEREAS, following review and evaluation of the information received by City from UMB, City desires to engage the services of UMB; and WHEREAS, UMB represents that it is duly qualified, licensed and experienced to provide City with such services and is willing to provide the same in accordance with and subject to the terms and conditions of this Agreement; and WHEREAS, City and UMB hereby agree to accept 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 City hereby engages the services of LIMB for the purpose of designing, developing and implementing a Purchasing Card Program for City that will support the procurement processes being utilized by the personnel of City as of the effective date of this Agreement, and LIMB hereby agrees to provide City with such services in accordance with and subject to the terms and conditions of this Agreement. ARTICLE II Description And Delivery Of Services To Be Provided 2.1 City will designate a Purchasing Card Program Administrator as defined in Section 12.2 of this Agreement. The Purchasing Card Program Administrator will determine how each card is issued and used, consistent with the terms of this Agreement, and LIMB may rely on any instructions received from the Purchasing Card Program Administrator. The Purchasing Card Program Administrator may establish and request changes to purchase controls and information in an individual's Cardholder account. Such .,~. .. t .. 7 y, controls and information may include, but aze not limited to: expenditure limits (cycle limits) for each purchasing Cazd issued ("Card"), transaction limits, purchase restrictions, the names in which Cards maybe 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 Cazd Administrator will immediately report lost or stolen Cards to UMB. 2.2 UMB will make available the types of controls and features for City's Purchasing Cazd Program which are normally accepted as the banking "industry standard" for Purchasing Cards and which will meet the business needs of City. 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 dollazs per cycle limit for each Cazd (e) Vendor category (SIC/MCC) blocking/de-blocking for each Card (f) Cash advance prohibition (g) Individual and Consolidated Billing Statements (h) Standazd paper management reports (i) Optional personal computer-based management reporting ARTICLE III Cardholder Accounts and Payments 3.1 City acknowledges that all Cards issued for this Program are the property of UMB and must be surrendered to UMB upon request. 3.2 City will make every effort to inform Cardholders of the proper usage of the Cards and will use reasonable efforts to ensure its Cazdholders abide by restrictions, limitations, and policies that are applicable to their accounts, and will promptly notify UMB of lost or stolen Cazds. 3.3 City agrees to pay UMB for all transactions entered into by its employees pursuant to the terms of this Agreement and billed on a periodic monthly statement(s) by the next billing date or within 30 days of the billing date of the 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. 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 City will not have liability for unauthorized use which occurs after proper notification to UMB that a Cazd was lost or stolen; provided, however, that City shall be liable for unauthorized usage unless (1) City or the Cazdholder made a good faith attempt to protect the Cazd from loss or theft and (2) notification was made to UMB as soon as City was awaze of the loss or theft. City, through its Purchasing Card Administrator will designate certain controls which will determine how each Cazd maybe 2 ~. ., ~ .. T G.. used and LIMB will make reasonable efforts to ensure compliance with the controls. City shall be liable for all Purchasing Card Program transactions made by its authorized employees; provided, however, LJMB may waive City's liability for transactions made by authorized employees outside City'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, a copy of which is included in this Agreement as Attachment A. ARTICLE IV Term 4.1 The initial term of this Agreement shall commence on the Effective Date and shall continue for (1) one calendar year. At the conclusion of the initial term or at the conclusion of any successive term, this agreement shall be extended by an additional (1) one-year term upon the same terms and conditions, unless otherwise modified by written agreement of the parties or notification of non-renewal is provided by either party at least 30 days prior to the termination of the initial term or any renewal term, or unless this Agreement is otherwise terminated in accordance with another provision hereof. ARTICLE V Nature and Scope of Services 5.1 LTMB shall perform all duties and responsibilities necessary to provide City with a high level of quality of services and under 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 City in its Proposals. Additional services may be provided by UMB to City 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 charged to City 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 LTMB from parties other than City as a result of transactions associated with the Purchasing Card Program shall remain the sole right and property of LIMB. 6.2 Revenue sharing on qualified net sales shall be as set forth in Confidential Exhibit A attached hereto. CITY OF RIVERSIDE, MISSOURI shall keep the terms of Exhibit A confidential. 6.3 Should UMB be requested to provide additional services for City 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 City and UMB. 3 ARTICLE VII Assignment 7.1 UMB may assign, transfer, convey, or otherwise dispose of this Agreement or any of its rights and obligations hereunder without the prior written consent of City, 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 If UMB 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 of UMB and not City, and UMB shall remain fully liable to City 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 of UMB under this Agreement, shall be deemed independent contractors and shall not be deemed under any circumstances employees of City. 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 Amendment 9.1 This Agreement maybe amended by supplemental writing mutually agreed to and executed by duly authorized representatives of the parties hereto. ARTICLE X Waiver of Breach 10.1 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 invoke any remedy available under law or equity, notwithstanding any such forbearance or indulgence. ARTICLE XI Termination 11.1 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 4 ~. ~ T ~, i ~ 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 City to promptly pay any amounts billed by and due to UMB shall 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. ARTICLE XII Contract Administration 12.1 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): CITY OF RIVERSIDE, MISSOURI Kathleen Rose, Mayor City of Riverside, Missouri 2950 NW Vivion Rd Riverside, MO 64150 BANK: Ron Sager, Senior Vice President UMB Bank, n.a. 906 Grand Blvd Suite 800 Kansas City, Missouri 64106 12.2 The Mayor or his/her designate shall act as the Purchasing Card Program Administrator for City. UMB shall be notified in writing any time the identity of the Purchasing Card Program Administrator is changed. 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 XIII Governing Law 13.1 This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Missouri. 5 ~. a T y, ARTICLE XIV Severability 14.1 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 of this Agreement shall be interpreted as if such unconstitutional, invalid or unenforceable agreements, clauses and covenants were not contained herein. ARTICLE XV Entire Agreement 15.1 This Agreement, together with all documents incorporated herein by reference, represents the entire agreement between City and UMB with respect to the provision of services required of UMB for City 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. 6 ARTICLE XVI Force Majure 16.1 City or LIMB shall be excused from performance under this Agreement for any period that City or LIMB 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. UMB BANK, n.a. By: J Ronald E. Sager Senior Vice President CITY OF RIVERSIDE, MISSOURI ~Y~ Kathleen Rose Mayor Approv/e~d as/ to for/m and legality: .!~ ,. OF RIVERSIDE, MISSOURI ,Attorney 7 ,~. .. .. 7 ~, FEES • UMB Bank is pleased to offer a customized Visa Purchasing Card Program to City of Riverside, Missouri at no charge. • UMB proposes a program with no annual card fees, or per transaction fees or interest charges when payments are made as agreed. • A customized Visa Purchasing Card face will be configured with the Company logo which will meet the specifications and needs of City of Riverside, Missouri at no charge. • Customized distribution of statements will make it possible for delivery via the Internet or directly to cardholders or a coordinator, at no additional charge. • There is no charge for lost/stolen card replacement. • Customized evaluation reports will be produced to the extent possible at no additional charge. • UMB will provide the choice of any of CommercialView desktop electronic MIS, Visa InfoSpan, Visa Information Source, or Internet statementing services and reporting at no charge. • Late Fees And Other Charges -UMB will not add interest, late fees, or other punitive charges to company issued program accounts unless repeated and unresolved violations of the 30-day pay in full requirement occur. Rebates may be affected by repetitive late payments. • This offer is subject to credit review and approval by UMB Bank REVENUE SHARING OR REBATE PROGRAM UMB Bank is offering a rebate on qualified sales volume (sales, less refunds), payable on an annual (negotiable) basis after the end of each calendar year without reserves or minimum volume guarantees. The payment of a rebate may be effected by late payments. This rebate is effective immediately at the beginning of the program implementation For all qualified sales volume, the base rates of rebate in the table below will apply: A $00.00 to $500,000 .52% (52.0 basis points) B $500,001 to $1,500,000 .54% (54 basis points) ~ $1,500,001 to $2,999,999 .60% (60 basis points) The information contained in all proposal documents and in this best and final offer is considered proprietary and confidential to UMB Bank, n.a. . UMB Count on more 1. ~ ,~. .. i y, Attachment A Visa Corporate Liability Waiver Program Visa Liability Waiver Program The Visa® Liability Waiver Program is one of the most valuable core benefits of the UMB Visa Purchasing Card~ffering the security and coverage you need to do business with complete confidence. This program protects you against eligible losses that might be incurred through card misuse by a terminated employee. While cardholder misuse is rare, Visa has recognized that it does occur. That is why Visa continues to offer this program, which waives certain eligible charges when an employee misuses Visa Purchasing Card privileges. Visa Liability Waiver Program Benefits • Automatic enrollment • No deductible and no extra cost • No maximum cap per company • Coverage up to $15,000 per cardholder • Coverage for cash advances, officers and ghost accounts • Simplified claim procedures What is the Visa Liability Waiver Program? A company ("Company") that has established a Visa Purchasing Card account ("Account") with UMB Bank ("Bank") may request that Bank waive the Company's liability for certain charges in accordance with the Visa Purchasing Card Liability Waiver Program ("Program"). Visa has arranged insurance coverage to provide payment to Bank for covered losses and will administer the Program. The Bank may waive the Company's liability for waivable charges up to $15,000 per Visa Purchasing Card Cardholder and be reimbursed by the Program Underwriter ("Program Underwriter") provided both the Bank and the Company have satisfied all Program obligations. 1. Bank shall mean the Visa Member which issues Visa Purchasing Card Accounts to the Company for use by designated employees. 2. "Company" shall mean a corporation, partnership, sole proprietorship, or any other entity, which has signed a Visa Purchasing Card Account agreement with Bank, and subsequently issues Visa Purchasing Card Accounts for use by persons designated by the Company. 3. "Cardholder" means a person designated by the Company who is authorized by the Company to use the Visa Purchasing Card Account for Company business purposes only. 4. "Charges" shall mean all amounts, including cash disbursements, charged to the Company's Visa Purchasing Card Account with Bank. 5. "Affidavit of Waiver" shall mean a written request or claim form sent from the Company requesting the Bank to waive the Company's charges in accordance with the terms and conditions of the Program. 6. "Billed" or "Unbilled" with respect to any Charge shall be based upon the date of the Bank's statement. 7. "Notification of Termination" of the Cardholder's employment shall mean the date the Cardholder gives or receives oral or written notice of immediate, or pending termination, or the date the Cardholder leaves the Company's service, whichever is earlier. What are Waivable Charges? "Waivable Charges" shall mean Charges incurred by a Cardholder or other authorized person which: 1. do not benefit the Company directly or indirectly; and 2. (i) are Billed within seventy-five (75) days preceding Notification of Termination, or ~~ Count on more ,~,. ., Attachment A Visa Corporate Liability Waiver Program (ii) are incurred but Unbilled as of Notification of Termination, or (iii) are incurred up to fourteen (14) days after Notification of Termination; provided, however, that Bank has received a request to cancel the Cardholder Account within two (2) business days of Notification of Termination. There will be no coverage after Notification of Termination, as defined, unless notice to cancel the Cardholder Account is received by the Bank within two (2) business days; and 3. are the responsibility of the Company and/or Cardholder for payment to Bank What are not Waivable Charges? The following are not Waivable Charges and are not covered by the policy: 1. Chazges made by partners, owners, or principal shareholders who own more than five percent (5%) of the Company's outstanding shares, elected directors, or persons who aze not employees of the Company. 2. Charges incurred to purchase goods or services for the Company or for the persons other than the Cardholder pursuant to the instructions of the Company, in accordance with company policy, if those goods or services are of the type which are regularly purchased by or for the Company. 3. Charges incurred by the Cardholder after Notification of Termination unless the Bank receives a request from the Company to cancel the Account within two (2) business days of Notification of Ternnation. If cancellation of the Account is received by the Bank within two (2) business days, then coverage will be afforded fourteen (14) days from Notification of Termination, but not beyond. 4. Charges incurred by the Cardholder more than fourteen (14) days after Notification of Termination or billed eazlier than seventy-five (75) days prior to Notification of Termination. 5. Charges resulting from either a lost or stolen Visa Purchasing Card or bankruptcy/insolvency of the Company. 6. (i) Chazges in excess of $15,000 for each Cardholder from Companies with five (5) or more valid Cazdholder Accounts. (ii) Charges in excess of $5,000 for each Cazdholder from Companies with two (2) to four (4) valid Cardholder Accounts. 7. Cash advances, after Notification of Termination, shall be limited to $300 per day, or a maximum of $1,000 whichever is less. 8. Charges incurred by a Cazdholder after discovery by the Company of any fraudulent or dishonest act on the part of the Cardholder. What are my Companv's obli¢ations? The Company may request that Bank waive the Company's liability for Waivable Chazges only if the Company meets all of the following requirements: 1. The Cardholder's employment is terminated, voluntarily or involuntarily. 2. The Company has one (1) or more Accounts in good standing. 3. The Company must attempt to retrieve the Visa Purchasing Card from the employee. 4. The company must request that the Bank cancel the Account within two (2) business days of Notification of Termination, as defined. Failure to notify within two (2) business days will exclude coverage for any Charges incurred after Notification of Termination. 5. The Company must deliver to the Cardholder or send by first-class mail or fax, a written notice stating that the Account has been cancelled, that the Cardholder should immediately discontinue all use of the Account, and that the Cazdholder must immediately return the Visa Purchasing Card to the Company. Count on more Attachment A Visa Corporate Liability Waiver Program 6. The Company must send a completed and signed Visa affidavit of Waiver claim form with all required documentation to Bank within ninety (90) days of Notification of Termination. All claim documents must be filed with the Program Underwriter within one hundred eighty (180) days from Notification of Termination. 7. The Company will remit all such amounts to the Bank if the Company recovers any amounts for Waived Charges from any source after the Company has filed a Visa Affidavit of Waiver claim form with Bank. The Company agrees to assign any rights it may have to collect such amounts from the Cardholder to the Program Underwriter. However the Company will not be required to pay Bank any amount that exceeds the loss sustained by Bank. 8. Once a claim has been paid for a given person, no future claims will be considered. When are the Charges waived? 1. Upon receipt of the Affidavit of Waiver claim form and verification that the charges are Waivable, Bank will waive the Company's liability for those charges. 2. Bank will then file a claim with the Program Underwriter. 3. Any monies Bank may receive at any time from the Cardholder or any other source in respect of Waivable Charges will be used by Bank to reduce the Waivable Charges and/or the amount of any claim Bank files with the Program Underwriter. Other Insurance This program does not cover any loss which is insured by or would but for the existence of this policy, be insured by any other existing policy or policies except in respect of any excess (not exceeding the limits of this policy) beyond the amount which would have been payable under such other policy or policies including any deductible applicable thereunder had this program not been in effect. Count on more