CM-13-03-059Item Caption:
Consider executing
Bank, NA
13- o3-oS%
RECEIVED
City Manager Approval Form MAR 2 0 2013
a Chase Access Prepaid Card Program Client Service Agreement with JPMorgan Chase
Approval Date:
Department Name:
March 22, 2013
Finance Department
Project Manager: Cheryl Delaney
Assigned Attorney: J.Kav Gayle
Item Summary:
The City is looking for ways to streamline the HR/Payroll processes. Each summer, the City pre -notes the summer hire new
accounts for direct deposit to verify the account information. We typically have several each year that take a few payrolls to get
correctly set up, which has caused some difficulty for both the employee and payroll department. This agreement will allow for
payroll cards to be issued to the seasonal summer employees for those employees who currently are not set up for direct
deposit. The payroll cards do not require any prenote, as each deposit goes to a unique card number set up for each individual
employee. Payroll cards provide employees access to their funds at ATMs, at point of sale terminals (for a retail purchase as a
debit card), or at teller assisted windows at a Visa Bank member.
No. of Originals Submitted:
Project Name:
Cost:
Source of Funds:
2
Payroll Card Agreement
N/A
General & Utility Funds
Source of Funds (if applicable): Select Source Fund
Account Number:
Finance Director Approval: LO for C. Delaney
Department Director Approval: LO for C. Delaney
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
Date: 03-20-2013
Date: 03-20-2013
CIP I I Budget
N/A OK
El El
N/A OK
Purchasing
El
N/A OK
Accounting
N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
CHASE ACCESS PREPAID CARD PROGRAM -
CLIENT SERVICE AGREEMENT
This Chase Access Prepaid Card Program Client Service Agreement ("Agreement") is entered
into as of the _ day of March 2013, ("Effective Date") by and between the (the "Client"), having a place of
business at 221 E. Main Street, Round Rock, TX 78664 and JPMorgan Chase Bank, NA, a national
banking association organized under the laws of the United States ("Chase"), having a place of business at
1 Chase Manhattan Plaza, New York, New York 10081.
WHEREAS, the Client desires to offer individuals an alternative to receiving pay or other
disbursements by check or cash; and
WHEREAS, Chase offers a program ("Program") to entities whereby individuals ("Individuals") can
have certain disbursements deposited to an account (a "Chase Card Account') at Chase; and
WHEREAS, from that account Individuals can withdraw funds at their convenience through use of a
debit card (a "Chase Access Prepaid Card") which can be used at automated teller machines ("ATMs") and
at point of sale ("POS") terminals; and
WHEREAS, the Client desires to offer the Program to qualifying Individuals, and Chase is willing to
provide the Program to the Client upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual consideration set forth
herein, the parties hereto agree as follows:
1. Cardholder Enrollment and Chase Access Prepaid Cards.
(a) Chase will require each Individual desiring to participate in the Program to be
enrolled by the Client in a manner consistent with Chase policy ("Enrollment") and to receive a copy
of the Cardholder Terms and Conditions ("Terms & Conditions"). Chase shall not accept any
deposit of payments ("Entries") by the Client to a Chase Access Prepaid Card Account of any
Individual prior to accepting an Enrollment.
(b) Upon receipt and acceptance by Chase of the Enrollment, the Individual shall be
deemed enrolled in the Program (a "Cardholder"). Chase shall open a Chase Access Prepaid Card
Account in the Cardholder's name and issue a Chase Access Prepaid Card to the Cardholder. The
Chase Access Prepaid Card will give the Cardholder electronic access to his or her Chase Access
Prepaid Card Account, as described in the attached Schedule of Fees and Services ("Attachment
A").
(c) The Client shall send funds to be deposited to the Chase Access Prepaid Card
Accounts. Chase shall place such funds in the designated Chase Access Prepaid Card Account.
The Client shall instruct Chase, in a manner that the Client and Chase agree upon, regarding how
to deposit funds to the Chase Access Prepaid Card Accounts.
(d) The Client shall coordinate between Chase and the Cardholders all matters related
to enrollment in the Program.
(e) Chase will issue all necessary new and replacement Chase Access Prepaid
Cards to the Cardholders, in such form as Chase determines, and with such ATM, POS and other
marks or logos on them as Chase determines. Chase may change its affiliation with any ATM or
POS networks at any time. In the event that it does so, however, Chase shall not be obligated to
issue replacement Chase Access Prepaid Cards to then -existing Cardholders.
(f) In the event that any Cardholder terminates his or her participation in the Program
or such Cardholder's participation is terminated for any reason, the Client will cease funding the
Chase Access Prepaid Card Account for that Cardholder. The Cardholder shall continue to have
Iry � 13 --o3 --oS
access to his or her funds in the Chase Access Prepaid Card Account until the funds are depleted
or the Chase Access Prepaid Card Account is closed. The Cardholder may instruct Chase to
close his or her Chase Direct Card Account and return his or her funds by check.
(g) If a Cardholder's Chase Access Prepaid Card Account has a negative balance or
overdraft, Chase shall apply the next available deposit to the Cardholder's Chase Access Prepaid
Card Account to recover such overdrawn funds, if such deposit occurs. The Client shall not be
responsible for the amount of any overdraft in any Chase Access Prepaid Card Account, or for
losses that result from fraud or from lost or stolen Chase Access Prepaid Cards, except to the
extent that the Client's security administrator causes such overdrafts or losses.
(h) The Client shall be bound by and comply with this Agreement and applicable state
and federal laws and regulations and the National Automated Clearing House Association rules
("NACHA Rules"), to the extent that the NACHA Rules are applicable (collectively, the "Rules").
2. Credit of Entries to Chase Card Accounts.
(a) The Client shall fund the Chase Access Prepaid Card Accounts by sending funds
by a method mutually agreed upon by the Client and Chase.
(b) In the event that the Client fails to deliver, in a timely manner or otherwise, the
Entries to its Originating Depository Financial Institution ("ODFI"), or otherwise fails to deliver, in a
timely manner or otherwise, funds to Chase, the Client shall be solely responsible for notifying its
Cardholders that funds may not be credited to their Chase Access Prepaid Card Accounts until the
Entries are received and fully reconciled as set forth in the Rules.
(c) Subject to the terms and conditions of this Agreement, the Rules, and the
respective Terms & Conditions, Chase will credit the designated Chase Access Prepaid Card
Account in the amount of each corresponding Entry received by Chase. Chase shall have no
liability for failure to effect credit to the Chase Access Prepaid Card Accounts due to the failure of
the Client, the ODFI or its Automated Clearing House ("ACH") to deliver those Entries to Chase.
(d) Chase may reject any Entries received on behalf of the Client. The Client shall
have no right to reverse an Entry after Chase has received such Entry, except in accordance with
applicable Rules.
3. Correction of Errors.
(a) Chase will use commercially reasonable efforts to act upon the Client's request to
cancel or amend an Entry. If the Client exercises its rights under the NACHA Rules other than for
duplications or errors, then, to the extent allowed by applicable federal or state laws, the Client shall
remain liable to Chase, which may seek immediate payment from the Client, for any Entries already
credited to a Chase Access Prepaid Card Account.
(b) Chase, at its expense, shall correct any errors due primarily to malfunctions of its
equipment or to acts of omission or commission of Chase's personnel or failure of its software. The
Client agrees to promptly notify Chase of the error but in any event not later than thirty (30) days
after such error first comes to the attention of the Client. If such notification is made orally, the
Client must send a written confirmation to Chase within five (5) days.
4. Client Warranties. The Client warrants that barring error, each Entry shall be for an
amount (i) due to the Cardholder and not subject to any claims by the Client or (ii) duly authorized to
be disbursed to the Cardholder. If the Chase Access Prepaid Card is used for the payment of
wages, the Client further warrants that it is in compliance with all applicable Rules governing the
payment of wages, and it complies with Section 6 below.
5. Chase Warranties. Chase warrants that it will perform its obligations under this
Agreement in a professional manner.
2
6. Individual Validation. The Client certifies that Individuals have completed and complied
with all appropriate Enrollments and associated procedures, and that the Client has verified each
Individual's identification. Chase has the right to audit Cardholder files for purposes of verifying
how the Client conducted the identity verification.
7. Limitations on Damages. Neither Chase nor the Client shall be liable (no matter what
the cause of action) for any indirect, special or consequential damages of any kind, even in the
event that it is advised of the possibility that such damages may arise, occur or result. Chase's
liability to the Client for direct damages shall be limited solely to actions in which Chase has acted
with gross negligence or willful misconduct.
8. Back -Up of Data. The Client agrees to maintain adequate records of the Entries delivered
to Chase to enable the Client to regenerate any of the information supplied by the Client to Chase.
9. Force Majeure.
(a) Chase undertakes to use commercially reasonable efforts to help assure the
continued delivery of services under this Agreement in the event of any unplanned interruption of
the operations of or the inaccessibility of Chase's primary facilities for the delivery of services
hereunder due to any cause, such as those set forth in Paragraph (b) below.
(b) Notwithstanding the undertakings in Paragraph (a) above, neither Chase nor the
Client shall be responsible for any errors, delays or nonperformance due to events beyond its
commercially reasonable control, including, but not limited to acts of God; failure, delay or unavail-
ability of power, communications or transportation; changes in law or regulation or other acts of
governmental authority; strike; or weather conditions.
10. Confidentiality.
(a) Chase shall treat all information and data received from the Client, the Cardholder
or any third party with regard to a Cardholder as confidential and shall use reasonable care to
safeguard all such information.
(b) Neither Chase nor the Client may, except as required by the Rules or applicable
federal or state laws, disclose any confidential information of the other party (or, if Chase, of the
Client's Cardholders), without the prior written approval of such party, provided that in the event of a
planned disclosure under the Rules, the disclosing party shall notify the other party as promptly as
possible and cooperate with that party (at that party's expense) in protecting the confidential
information from disclosure.
(c) Chase's and the Client's obligations hereunder shall survive the termination or
expiration of this Agreement.
3
11. Publicity and Marketing Material.
(a) Neither Chase nor the Client shall make any advertising or promotional use of any
name, logo or trademark of the other without the prior written consent of the other. "Advertising or
promotional use" includes but is not limited to the use of a party's name on a customer or reference
list.
(b) The Client shall not disclose or distribute any materials related to the Program to
any Individuals, Cardholders or others without the prior written consent of Chase.
12. Financial Records. Unless the Client is publicly traded, it will produce or allow Chase to
inspect financial data reasonably relating to the financial condition of the Client within a reasonable
time after the request of Chase.
13. Fees. The Client agrees to pay Chase for its services rendered in accordance with the Fee
Schedule in Attachment A. Chase will also charge the Cardholders for its services rendered in
accordance with the Fee Schedule in Attachment A, which Chase may change with no less than
thirty (30) days notice to the Cardholder and to the Client, except that Chase may not change the
fees within the first twelve months from the Effective Date of the Agreement.
All pricing is based upon certain assumptions that exist at the time of the effective date of the
Contract. Changes in federal or state law and regulations may change these assumptions causing
change in the financial performance of the program to Chase. In the event that this occurs, the
parties shall review such pricing and determine an agreeable solution to effectuate a change in the
pricing structure, and the contract shall be amended accordingly by the parties. If the parties
cannot agree to such an amendment, either party may terminate the Contract by thirty (30) days
written notice to the other party.
14. Term and Termination.
(a) The term of this Agreement shall run from the Effective Date written above and
shall remain in effect until either party gives the other party at least ninety (90) days' written notice
of termination.
(b) Notwithstanding the foregoing or any other provision of this Agreement, either
Chase or the Client may terminate this Agreement immediately, without notice, in the event that (i)
the other materially breaches any of its material obligations under this Agreement; (ii) a bankruptcy,
reorganization, receivership, insolvency or other similar proceeding for the arrangement of such
party's obligations is instituted by the other, or involuntarily against the other and is not dismissed
within ninety (90) days; (iii) the other is unable to pay its debts as they become due or admits in
writing its inability to pay its debts generally; or (iv) the other becomes subject to any statutory,
administrative or court order or other official action which prevents it from continuing to provide or
receive (respectively) Program services in the manner contemplated hereby.
15. Notice. Any notice required or permitted under this Agreement shall be in writing. Each
such notice shall be effective when delivered by hand or, if mailed, shall be mailed postage prepaid,
return receipt requested, and shall be effective when received. Each such notice shall be
addressed or delivered,
if to the Client, at: or, if to Chase, at:
City of Round Rock
221 E. Main Street
Round Rock, TX 78664
JPMorgan Chase
300 South Riverside Plaza, IL1-0092
Chicago, Illinois 60606
Attn: Tracy Dangott
or at such other address as Chase or the Client shall specify in a notice to the other in accordance
herewith.
4
16. Miscellaneous.
(a) This Agreement is binding upon Chase, the Client and their respective successors
and permitted assigns. Neither Chase nor the Client may assign this Agreement in whole or in part
without the prior written consent of the other, except that Chase may assign this Agreement to
another financial institution upon written notice to the Client and at its own expense. Either Chase or
the Client may assign this Agreement to any affiliate upon written notice to the other.
(b) Either Chase or the Client may delay or forego exercising any of its rights under
this Agreement without waiving any of its rights.
(c) If any part or parts of this Agreement are held to be invalid, the remaining parts of
this Agreement shall continue to be valid and enforceable.
(d) This Agreement and performance hereunder shall be governed by and construed
in accordance with the laws of the State of New York without regard to the choice of law provisions
thereof.
(e) This Agreement represents the complete and exclusive statement of the
agreement between Chase and the Client with respect to the subject matter of this Agreement and
supersedes any prior understanding between them with respect to such subject matter. This
Agreement may not be modified or altered except by a written instrument duly executed by both
Chase and the Client.
IN WITNESS WHEREOF, Chase and the Client have caused this Agreement to be executed by
their duly authorized representatives on the date or dates set forth above.
CITY OF ROUND ROCK, TEXAS
By:
Printed
Name:
Title:
Date:
(Authorized Signature)
eve No(wood
CA. ,1\keavklek
3/07x-//3
5
JPMORGAN CHASE BANK, NA
By: A IU(JJ.( LZ Y)1,4t s/ J
(Authorize Signature)
Printeda: La rnP. (I Cary--u<)Name:
Title: Sol Ci- -bank r
Date:
3 13
ATTACHMENT A
SCHEDULE OF FEES AND SERVICES
Program Description: Electronic Payment Card program for the Agency's payees who choose to receive their
entitlement and/or other receipts via the Chase Access Prepaid Card.
Enrollment Method: The Client will enroll Cardholders in the program via Web.
Card Attributes:
• Currency of Issue - US Dollar
• Card Type - Primary Cards: The Cardholder will have access to the funds in the Chase Card Account through his or
her Chase Access Prepaid Card.
• Card Design — Standard Chase Access Prepaid Card.
• Card Acceptance — Cardholder may access funds by using his or her Chase Access Prepaid Card for signature -based
transactions at participating retail locations as specified in the fee schedule; and for PIN -based transactions at
participating retail locations and Automated Teller Machines (ATMs) supporting the program. Primary Cardholder may
also use his or her Chase Access Prepaid Card to access funds surcharge -free at ATMs displaying the Chase or
Allpoint logo(s) as specified in the fee schedule. Cardholders may request cash back through PIN -based transactions
at participating retail locations and obtain over-the-counter cash advances at participating member bank branches.
• Fraud Prevention —Chase reserves the right to restrict card usage and limit the types of transactions available on the
Access Prepaid Card to prevent money laundering or restrict cardholders from engaging in other card related fraud.
In addition, Chase may also take such further actions as it deems necessary to prevent or minimize fraudulent
activity. The actions which Chase takes may not substantially hinder the cardholder's use of his/her Card.
• Card Package — Primary Cardholder will receive the Chase Access Prepaid Card, Card Carrier, Terms & Conditions
and Cardholder Guide.
Activation Process: Primary Cardholder can activate his or her card via Chase's toll-free customer service number or by
first use of his or her PIN (for replacement cards after the first card has been activated).
Statements: Cardholder will have access to monthly statements of his or her activity by Web or telephone. Mailed
statements will be provided to Cardholders at a cost upon Cardholder's request. Statements may not be provided if a
Chase Card Account is inactive.
Customer Service: Primary Cardholder may obtain Chase Access Prepaid Card Account balance information,
transaction history, PIN services, lost or stolen card assistance, and initiate transaction claims via the Web or by calling
Chase's toll-free customer service number 24 hours a day, 7 days a week. If a Chase Access Prepaid Card is lost or
stolen, Primary Cardholder can mitigate his or her fund losses due to fraud by calling Chase immediately.
-6-
Chase Access Prepaid Fee Schedule
Fee
Fees Paid by Agency
—Program Setup Fee
$1,500, waived
—New Cardholder Enrollment
Waived
—Monthly Maintenance
$100/month, waived in months with >100
transacting cards
Fees Paid by Cardholder
—Account Enrollment
N/A
—Account Maintenance
N/A
ATM Cash Withdrawal)
—At Chase ATMs
Free
—At non -Chase ATMs in the US
2 free per deposit; then $1.00 each
—At ATMs International
$3.00 each
,
ATM Balance Inquiry
— At Chase ATMs
Free
—At non -Chase ATMs in the US
2 free per deposit; then $0.50 each
—At ATMs, International
$1.00 each
Retail Purchase
—with signature
Free
—with PIN (includes cash back)
Free
Teller -assisted Withdrawal at Visa Member Bank
1 free per deposit; then $5.00 each
Online Bill Payment at www.myaccount.chase.com
$0.75 per bill payment
Transaction Denied for Insufficient Funds2
2 free per deposit, then $0.50 each
Customer Service — web
Free
Customer Service — phone
8 free calls per month; then $0.25 each
My Alerts Notification Service
Free
Card Replacement — standard delivery
1 free per year; then $7.50 each
Card Replacement — expedited delivery
$17.50 per card
ACH Transfer to Chase Account
Free
ACH Transfer to non -Chase Account
$0.25 each
Account statement — web
Free
Account statement — mail
$1.00 per month, upon request only
International Transaction Fee
3.0% of transaction
Inactive Account3
$1.50 per month
Account Closure with Check Issuance
Free
1 Some ATM owners and operators may charge an additional fee per transaction, called a surcharge. There are no surcharges
at Chase or Allpoint ATMs.
2 This fee will be assessed if a POS or ATM transaction is denied due to insufficient funds in your Account.
3 A monthly fee will be assessed on each Account that has been inactive for 365 days. Fee is not assessed during periods of
activity. Account activity is defined as a deposit, withdrawal, purchase or any type of financial activity.
-7-