R-95-10-12-13K - 10/12/1995,08/19/97 14:28 FAX 4042496981
AGREEMENT BETWEEN CITY OF ROUND ROCK TEXAS
BANK OF A.IIERICA fal002
("Local Government Entity") and BANK OF AMERICA NT&SA
FOR PURCHASLNG CARDS
Local Government Entity is authorized under Texas Local Government Code Subchapter D w
utilize the cooperative purchasing program of Texas to participate in the Bank of America NT &SA Purchasing Card
Contract 303.946 -A l between Bank of America NT&SA and the General Services Commission.
In consideration of the mutual covenants and agreements, the parties hereto agree to the following:
The documents constituting this Agreement are the RFP #303 -7- 946 -A1, the Response from Bank of America dated
November 4, 1996, Bank of America's Best and Final Offer dated April 24, 1997, State of Texas Standard Terms
and Conditions and the Bank of America Standard Contract (the "Conrad Documents").
In the event of a conflict the language in the Contract Documents shall control in the following order of preference:
1. State of Texas Standard Terms and Conditions
2. Bank of America's Best and Final Offer, dated April 24, 1997
3. Response from Bank of America, dated November 4, 1996
4. Request for Proposal 303 946
5. The Bank of America Standard Contract with Schedule of Fees and the Terms of Payment
Additional Representations and Warranties of Public Agencies
Because Local Government Entity is a city, county. school district. commtmity college district, state agency or other
public agency or corporation, it makes these additional representations and warranties. which are hereby added to the
Contract Documents:
1_ All Local Government Enrity Charges shall be fur Local Government Entity purposes.
2. The rights and obligations of Local Government Entity under this Agreement are duly authorized,
Legal and valid, and this Agreement is a binding obligation of the Local Government Entity, enforceable against
Local Government Entity in accordance with its terms, extxpt as enforcement may be limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors rights and remedies in general, or by the application
of equitable principles if equitable remedies are sought.
3. Execution of this Agreement by Local Government Entity and performance by Local Government
Entity of its obligations under this Agreement will not (i) constitute ur revolt in a breach or default under Local
Government Entity' charter or any contract to which Local Government Entity is a party or by which it is bound, or
(ii) result in the violation of any applicable law, regulation, ordinance, judgment, deercc or order.
4. All approvals and authorizations required to permit the execution. delivery, performance and
consummation by Local Government Entity of this Agreement and transaction contemplated under this Agreement
have bccn obtained, including any necessary approvals and authorizations from other governmental agencies.
5. Any Local Government Entity Charges by Local Government Entity under this Agreement: (i) are
duly authorized and constitute valid and binding obligations of Local Government Entity', enforceable against Local
Government Entity, (ii) shall not cause Local Goventuent Entity to exceed any legal limits applicable to the Local
Government Entity Charges when made, and (iii) constitute the legal expenditures of Local government Entity.
Prior to the Effective Date of this Agreement, Local Government Entity shall deliver to Bank the opinion of its
counsel (or other counsel acceptable to the Bank) as to the matters set forth in Paragraphs 1 -5 above, which opinion
shall be In form and substance acceptable to Bank.
08/19/97 14:29 FAX 4042498981 BANK OF AMERICA
Executed by duly authorised officers of the parties to be effective as of August 28, 1997
"Effective Date').
CITY OF ROUND Rf1CK TEXAS
Loral Goyet$ment Entity
By SCG"
Pt CNRQL6S CutPEPPBRI
Tide mAyoRd
Date Signed 8- U-97
BANK OF AMERICA NT&SA
(the
By
Print Name
Tire
Dace Signed
By
Prim Name
Ticic
Date Sipped
j 003
Bank of America
Commercial Card Account Services
231 S. LaSalle, Dept. 6943
Chicago, IL 60697
RE: The Bank of America Purchasing Card System Agreement
Ladies and Gentlemen:
BROWN McCARROLL SHEETS & CROSSFIELD, LLP.
Attorneys
309 E Mein Street
Round Rock, Texas 78664-5246
(512) 255.8877
FAX (512) 255.8986
E -MAIL bm,d @ool.com
August 25, 1997
This law firm represents the City of Round Rock, Texas. This
opinion is rendered with respect to The Bank of America Purchasing Card
Agreement (the "Agreement ") between Bank of America NT &SA (the "Bank ")
and the City of Round Rock, Texas (the "City "), a Texas municipal
corporation and public entity.
We have examined such documents, records and instruments and made
such investigations of law and fact as we have deemed necessary to
render the opinions expressed herein. Attached are copies of statutes or
regulations that we have relied upon in rendering this opinion.
Based on the foregoing, we are of the opinion that:
1. The rights and obligations of the City under the Agreement are
duly authorized, legal and valid, and the Agreement is a binding
obligation of the City, enforceable against the City in accordance with
its terms, except as enforcement may be limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors' rights
and remedies in general, or by the application of equitable principles
if equitable remedies are sought.
2. Execution of the Agreement by the City and performance by the
City of its obligations under the Agreement will not: (i) constitute or
result in a breach or default under the City's charter or any contract
to which the City is a party or by which it is bound, or (ii) result in
the violation of any applicable law, regulation, ordinance, judgment,
decree or order.
3. All approvals and authorizations required to permit the
execution, delivery, performance and consummation by the City of the
Agreement and transactions contemplated under the Agreement have been
C: \TOOT \P000MD1 .WPD/e1D
AUSTIN OFFICE NCO Franklin Plan, 111 Cangasc Avenue, Austin, Taus 761041043 (512) 4725456 Fax (512) 479.1011
DALLAS OFFICE 300 Crescent Co urt, Suite 1404 Dallas, Tans 75201.6929 (214) 9916100 Fax (714) 9996170
HOUSTON OFFICE 2300 Worsham Town. 2727 Allen Parkway, Houston, Teem 77019-2100 (713) 443110 Fax (712) 5256295
LONOVISW OFFICE: 220 Energy Centre 1127 Judson Road P.O. Box 3999. Longview. Tans 75606.3999 (903) 2369900 F. (903) 2368787
Bank of America
Page 2
August 25, 1997
obtained, including any necessary approvals and authorizations from
other governmental agencies.
4. Any City Charges by City under the Agreement: (i) shall have
been duly authorized and constitute valid and binding obligations of the
City, enforceable against City, (ii) shall not cause City to exceed any
legal limits applicable to the City Charges when made, and (iii)
constitute legal expenditures of the City.
CLB /clb
This opinion may be relied upon by the Bank.
Enclosures
Sincerely,
(c, This section does not prohibit the payment of
retirement or workers' compensation benefits to the
removed ,[Leer or employee:.
Add,, by Act.; 1989. 71st Leg.. ch. I1:A,. 9 19, ciT. Sept. 1.
19.)24.
(Sections 2 i 1 AWF; to 271.080 reserved for expansion'
SUBCHAPTER D. STATE COOPERATION
IN LOCAL PURCHASING PROGRAMS
0 271.081. Definition
In this subchapter, `local government" means a
county, municipality, special district, school district,
junior college district, or other legally constituted
political subdivision of the state.
Acts 1987. 70th Leg., ch. 149, § 1, efr. Sept. 1, 1987.
§ 271.082 Purchasing Program
(a) The State Purchasing and General Services
Commission shall establish a program by which the
commission performs purchasing services for Local
governments. The services must include:
(1) the extension of state contract prices to par-
ticipating local governments when the commission
considers it feasible;
(2) solicitation of bids on items desired by local
governments if the solicitation is considered feasible
by the commission and is desired by the Local
government; and
(3) provision of information and technical assis-
tance to local governments about the purchasing
program.
(b) The commission may charge a participating lo-
cal government an amount not to exceed the actual
costs incurred by the commission in providing pur-
chasing services to the local government under the
program.
(c) The commission may adopt rules and proce-
dures necessary to administer the purchasing pro-
gram.
Acts 1987. 70th Leg.. ch. 149.4 1. eft Sept 1. 1987.
§ 271.033. Local Government Participation
(a) A local government may participate in the pur-
chasing program of the commission by filing with the
commission a resolution adopted by the governing
body of the local government requesting that the local
government be allowed to participate on a voluntary
basis, and to the extent the commission deems feasi-
ble, and stating that the local government will:
PROPERTY ACQUISITION Olt SALE § 271.091
459
f I designate an official to set for the Local gov-
ernment in all matters relating to the program.
including the purchase of items from the vendor
under any contract. and that the governing Ixely
will direct the decisions of the representative;
(2) he responsible for •
(Al submitting requisitions to the commission
under any contract; or
(11) electronically sending purchase orders di-
rectly to vendors and electronically sending to the
commission reports on actual purchases made
under this paragraph that provide the information
and are sent at the times required•by the commis-
sion;
(3) be responsible for making payment directly to
the vendor; and
(4) be responsible for the vendor's compliance
with all conditions of delivery and quality of the
purchased item.
(b) A local government that purchases an item un-
der a state contract satisfies any state law requiring
the local government to seek competitive bids for the
purchase of the item.
Acts 1987, 70th Leg.. ch. 149, § 1. eff. Sept_ 1, 1987. Amend-
ed by Acts 1991. 72nd Leg.. ch. 428, § 1. eff. Aug. 26, 1991;
Acts 1995. 74th Leg., ch. 746, § 6, eff. Aug. a 1995.
Section 2 of the 1991 amendatory act provides:
"The State Purchasing and General Services Cammismon shall
charge reasonable fees to subscribers to cover any costs associated
with this ..cc"
[Sections 271.084 to 271.090 reserved for expansion]
SUBCHAPTER E. STATE INTERCEPT
TO INCREASE CREDIT RATING
§ 271.091. Definitions
In this subchapter.
(1) "Local government" means a municipality,
county, or hospital district of the State of Texas.
(2) "Payment" means the local sales and use tax
authorized by the Municipal Sales and Use Tax Act
(Chapter 321. Tax Code), the County Sales and Use
Tax Act (Chapter 323, Tax Code). and Subchapter
E, Chapter 235, Health and Safety Code.
(3) "Paying agent" means the financial institution
that is designated by a local government as its
agent for the payment of the principal of and inter-
est on the obligation.
(4) "Obligation" means bonds, notes, certificates
of obligation, and other obligations authorized to be
issued by the local government.
WHEREAS, the City Council of Round Rock, Texas, pursuant to
the authority granted by ,Section 271.083, Local Government Code, as
amended, desires to participate in the Procurement Card program of
the State General Services Commission, and
WHEREAS, the City Council is of the opinion that
participation_in this program will be beneficial to the taxpayers
of this City through the anticipated savings to be realized, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Round Rock City Council does hereby designate the
City Manager to act for the City Council in all matters relating to
the programs in which participation would be in the best interest
of the City, and the Mayor is hereby authorized and directed to
execute any and all documents required for such participation.
RESOLVED this 12th day of October, 1995.
ATTEST:
c\RESOt TZ tS11Cl2 .WPO/k
E LAND, City Secretary
RESOLUTION NO. R- 95- 10- 12 -13K
CHARLES P •PER, Mayor
City of Round Rock, Texas
WHEREAS, the City Council of Round Rock, Texas, pursuant to
the authority granted by Section 271.083, Local Government Code, as
amended, desires to participate in the purchasing program of the
State General Services Commission, and
WHEREAS, the City Council is of the opinion that
participation in this program will be beneficial to the taxpayers
of this City through the anticipated savings to be realized, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Round Rock City Council does hereby designate the
City Manager to act for the City Council in all matters relating to
the programs in which participation would be in the best interest
of the City.
RESOLVED this 13th day of July, 1995.
ATTEST:
41 IAA %
IEs /REsoLorxoe
RS5071 IG
LAND, City Secretary
RESOLUTION NO. R 95 - 07 - 13 - IOG
CHARLES CQ PEPPER, Mayor
City of Round Rock, Texas
r
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670 -0199
Atm: Ms. Cynthia P. Meyer
Vice President
Mayor
Charles Culpepper
Mayor Pro -tem
Earl Palmer
Council Members
Robert Srluka
Rod Morgan
Rick Stewart
Martha Chaves
Jimmy Joseph
City Manager
Robert L Bennett. Jr.
City Attorney
Stephan L Sheets
THE CITY OF ROUND ROCK
221 East Main Street
Round Rock, Texas 78664
512.255 -3612
October 25, 1995
Fax 512- 255.6676 1-800-735-2989 (TDD) 1 -800- 735 -2988 (Voice)
Re: Procurement Card Agreement between The First National Bank of Chicago ("FNBC"), a national
banking association, and the State of Texas (the "State ") entered into the 17th day of March, 1993 (the
"Agreement").
The City of Round Rock (the "Entity") pursuant to applicable law of the State of Texas, has requested the
General Services Commission of the State of Texas (the "Commission ") to participate in described purchasing programs
of the Commission pursuant to the resolution of the Entity, a true and correct copy of which is included with this letter.
Pursuant to a further resolution of the Entity, a true and correct copy of which is included in this letter, the Entity has
authorized its participation in the Procurement Card system provided pursuant to the Agreement. Accordingly, the
Entity agrees to be bound by all of the terms and conditions of and is deemed to make all of the representations and
warranties in the Agreement, a copy of which is included with this letter, just fully as if the Entity was the State party as
defined in the Agreement. Without limiting the generosity of the foregoing, the Entity further agrees, that it shall be
responsible only for transactions and for fees, charges and other amounts due under the Agreement related to the use of
Cards by Cardmembers of the Entity pursuant to the Agreement and that the State shall not be liable for any such
transactions and for any such fees, charges and other amount. The Entity agrees that notwithstanding anything to the
contrary in the Agreement or this paragraph; the Cycle Spending Limit as defined in the Agreement for the Entity shall
be ten thousand (Dollars); the Entity shall make payment for all transactions and the related transaction fees and other
fees appearing in the Daily Data File during a two week period ending on Friday within fourteen days from the end of
such period, or if such day is a FNBC holiday, the next business day (the "Payment Date "). The Entity shall make
payment by wire transfer or Automated Clearinghouse transfer to an account designated by FNBC or by check to the
address specified by FNBC. If all or any portion of a payment owed by the Entity is not received by FNBC by the
Payment Date, then the amounts outstanding shall bear interest, from the first day after the Payment Date to the date on
which FNBC receives such payment in full, at a per annum rate equal to FNBC's corporate base rate as announced from
time to time plus 2 % per annum, changing when and as such corporate base rate changes. Such interest shall be
calculated on the daily outstanding amount for each day during such period and on a 360-day basis; and any notices to
the Entity under the Agreement or this addendum letter shall be in writing (except as otherwise provided in the Manual)
0
and shall be effective on the earlier of the date on which such notice is actually received by the party to which addressed
or three days after such notice has been deposited in the United States mail, postage prepaid, at the address set forth
below:
For FNBC:
Copy to:
For the
City of Round Rock:
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670 -0199
Attn: Cynthia P. Meyer
FCC National Bank
2500 Westfield Drive
Elgin, Illinois 60123
Atm: Corporate Products Department B -3
City of Round
221 E. Main Street
Round Rock, Texas 78664
Attu:
By its signature below, the State indicates its consent to the terms and conditions of this letter.
This letter shall be effective as an agreement as of the date above among the Entity, the State and The First National
Bank of Chicago when executed by The First National Bank of Chicago. The attached letter from Clare Trautb, FCNB
will be an integral part of this agreement.
STATE OF TEXAS
By:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Title:
Very truly yours,
Ms. Lynn Olson
City of Round Rock
221 Elm Street
Round Rock, Texas 78664
Dear Lynn_
FIRST CHICAGO
The First Nation] Bank or Chicago
Mail Suite
en Irst VptiT
70
Telephone: (312)732.4000
1 am writing to you concerning your request for clarification on The First National Bank of C'hieago's policy
regarding liability related to its Procurement Card service. The agreement between the Bank and the State of
Texas, of which: Yon will beeome a party. sets forth the terms and conditions tinder which you are liable for
payment of certain transactions. Those transactions which you are liable for are stated in Section 4.B of the
Procurement Card Agreement except for 4.B (iv) and 4.3 (v).
You are not liable for payment of tra coons where Authorization in not required by the Merchant or for
which Authorization instructions are not followed by the Merchant. In these two instances, transactions will
post to a Cardholders account as a purchase, however. you do not have to pay such transactions. In order to
receive a credit under these circumstances you mast file a dispute form with FNBC. We will then credit you
the amount of the transactions and follow up with the Merchant.
You may dispute any transaction you feel is not acceptable, however, you will not be guaranteed a permanent
credit to your account so it is wise to consider your dispute before filing.
In addition, you are not liable for payment of transactions made on a lost or stolen card after the State has
reached its $10, 000 threshold limit and once the threshold limit is reached you are liable for 5500 per card per
year made on a lost or stolen card. According to this you are liable for all transactions made on lost or stolen
cards up to the time you report the card lost or stolen unless the State has reached its threshold limit. After
such tituc you will only be liable for up to 5500 per Card.
I would suggest that you take the following measures to help limit your liability.
Use the reports provided to you and the cardholders to determine if the transactions appearing there
are consistent with the items purchased By frequently reviewing these reports you may find out sooner
if a card is lost or stolen.
- Retain a copy of the from and back of the signed earl. This copy can then be used by FNBC when
disputing purchases made with a lost or stolen card. A signature verification procedure would take
place and if it is found the signatures do not match we will be able to obtain chargeback on the
Merchant. This has been found to be a highly effective way to limit your liability.
I hope this clarifies FNBC's policy regarding liability. If you have any question,, please feel free to call me to
discuss. I can be reached at (312) 732 -4565.
Sincerely,
Clare T. Trauth
Customer Service Officer
0 PRE .10 05 RECYCLED PRPEE
TIITOI D 01
WHEREAS, the City Council of Round Rock, Texas, pursuant to
the authority granted by Section 271.083, Local Government Code, as
amended, desires to participate in the Procurement Card program of
the State General Services Commission, and
WHEREAS, the City Council is of the opinion that
participation in this program will be beneficial to the taxpayers
of this City through the anticipated savings to be realized, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Round Rock City Council does hereby designate the
City Manager to act for the City Council in all matters relating to
the programs in which participation would be in the best interest
of the City, and the Mayor is hereby authorized and directed to
execute any and all documents required for such participation.
RESOLVED this 12th day of October, 1995.
ATTEST:
411 611JA
'ANNE LAND, City Secretary
R: \&ESOLUTI \RSS1OIix.WPO /kg
RESOLUTION NO. R- 95- 10- 12 -13K
CHARLES CZAPER, Mayor
City of Round Rock, Texas
DATE: October 10, 1995
SUBJECT: City Council Meeting, October 12, 1995
ITEM: 13. K. Consider a resolution authorizing the City to participate in the Procurement
Card system provided pursuant to the agreement between the First National Bank of
Chicago and the General Services Commission of the State of Texas.
STAFF RESOURCE PERSON: David Kautz
STAFF RECOMMENDATION:
Staff requests Council approval to participate with the State General Services Commission in
implementing an automated purchasing card system. Approval of this item allows the City to
participate in an automated purchasing system which utilizes a "procurement card" which is
similar to a credit card, but which offers more transaction control and documentation.
Currently, routine purchases are handled by individual City departments through obtaining a
purchase order, obtaining petty cash or seeking reimbursement of out -of- pocket expenditures.
The procurement card system would enable departments to purchase necessary items directly
from vendors with less administrative process. Automated restrictions placed on the
procurement cards would limit financial exposure while user information imbedded in the card
number would provide transaction information and audit control.
Upon Council approval, a pilot program will be implemented and evaluated, with the Parks and
Recreation department serving as the implementation site.
Expected benefits of this program include less paperwork processing, more efficient and timely
acquisition of routine supplies, faster vendor payments and improved transaction reporting.
First Chicago National Bank has been awarded the bid to service procurement cards for the
State of Texas. The City would be agreeing to abide by the terms and conditions set out
between the State and First Chicago National Bank.