Participation Agreement - JP Morgan Chase Bank - Establishment of Purchasing Card Program for the City of SB

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iq� Ift 11111li�� 1�1 1111111 11 1111 THIS PARTICIPATION AGREEMENT (the "Participation Aqreemen,),Js a an effective this day of 201 ("Effective Date" by and between (the "Participant") and JPMorgan '1 Chase Bank, N.A. or Chase Bank USA, N.A., as may be determine tl from time to time, (the "Bank") each a national banking association. WITNESSETK WHEREAS, pursuant to that certain PROFESSIONAUPERSONAL SERVICES CONTRACT Procurement Card and Related Services RFP 6.82 dated as of April 10, 2007 (as amended, supplemented, restated or replaced from time to time, the "Contract") between the State of Indiana, Department of Administration (the "State") and the Bank, the Bank has agreed to provide commercial card services to the Client (the "Program") on the terms and conditions of the Contract, attached hereto and incorporated herein as Exhibit 1; and WHEREAS, the Participant desires to participate in the Program, subject to the terms and conditions of the Contract; NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein, the parties agree as follows: 1. Definitions. Except as otherwise provided herein, all capitalized terms used herein and not otherwise defined and which are defined in the Contract shall be used herein as so defined in the Contract. 2, Mutual Obligations. By their execution of this Participation Agreement, the Participant and Bank hereby agree to be bound by all the terms and conditions of the Contract attached hereto as Exhibit I. This Participation Agreement shall remain in effect according to its terms without regard to the continued existence or enforceability of the Contract with respect to the original parties thereto. Without limiting the generality of the foregoing, the Participant further agrees that it shall be responsible only for transactions and for fees, charges and other amounts due under the Contract related to the use of Accounts of the Participant pursuant to the Contract and that the State shall not be liable for any such transactions and for any such fees, charges and other amounts. 1 Notices. Notwithstanding the provisions of the Contract, all notices and other communications required or permitted to be given under this Participation Agreement shaIll be in writing and shall be effective on the date on which such notice is actually received by the party to which addressed. All notices shall be sent to the address set forth below or such other address as specified in a written form from one party to the other. To the Bank: JPMorgan Chase Bank, N.A. 300 South Riverside Plaza, Suite 11-1-0499 Chicago, IL 60670-0199 Attn: Commercial Card Contracts Manager To the Participant: Attn: 4� Rebates. Except as otherwise provided herein, the Participant may earn rebates pursuant to the terms and conditions of the Contract. The Participant acknowledges that such earned rebates will be paid by the Bank directly to the Participant. For a Participant to qualify for any rebate payment: (i) the Participant must have an Annual Charge Volume of at least $100,000 and (ii) settlement of any centrally billed account(s) must be by automatic debit or by Participant initiated ACH or wire. Settlement Terms for the Participant are 30 & 25. (Participant must choose Settlement Terms of either 30 & 14 or 30 & 25), Page 1 of 3