EBIX Insurance No. S200004548
AGREEMENT FOR SERVICES
between the
Santa clara stadium authority
and
JPMORGAN CHASE BANK, N.A.
PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and JPMorgan Chase Bank, N.A., a national banking association, (Contractor). Authority and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
Authority desires to secure the general banking services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of Authority specified herein; and, The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT Terms and conditions
AGREEMENT DOCUMENTS
The documents forming the entire Agreement between Authority and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services (Service Group 1: General Banking) Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Contractor’s Terms
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written, between the Parties with respect to the services within the scope of this Agreement. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control. “Contractor’s Terms” means Contractor’s account terms, service terms and other documents required for the administration, implementation or operation of the Services, together with any addenda, schedules, supplements, and other attachments.
TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement, which is the date that the final signatory executes the Agreement, for a term of two (2) years, with an option to extend the term of this Agreement for up to five (5) years, which option may be exercised at the sole discretion of the Authority, subject to Contractor’s consent which may be premised upon mutually acceptable adjustments to compensation and other terms and execution of an amendment to this Agreement or other mutually acceptable documentation. Exercise of option by Authority shall be requested in writing and served no less than 30 days prior to expiration of the initial five-year term, unless an alternative period is agreed to by both Parties, in accordance with Section 16 – “Notices.” Scope of Services & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence. For the avoidance of doubt, the services to be performed under this Agreement do not include Merchant Card Services (Service Group 2), Purchasing Card / Integrated Payables (Service Group 3) or Institutional Custody (Service Group 4). Any reference to the RFP or Proposal in this Agreement will refer only to the terms therein that apply to Service Group 1: General Banking.
WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall conform to the specifications, requirements and instructions of the City of Santa Clara’s Request for Proposal #19-20-21 dated October 28, 2019 (the “RFP”) that apply to Service Group 1: General Banking, except as qualified or modified by Contractor’s Comprehensive Banking Services Technical Proposal dated December 6, 2019 (the “Proposal”) which is incorporated by reference. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to Authority when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, Authority may make corrections or replace materials or services and Contractor shall refund any compensation paid to Contractor under this Agreement for the materials or services that the Authority corrected or replaced.
QUALIFICATIONS OF CONTRACTOR - STANDARD OF care
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and binding upon Contractor under applicable law, contained herein, and Authority expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a national banking association.
COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, Authority shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” Payment of fees by Authority and continued performance of the Services by Contractor under this Agreement is subject to Authority budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. Authority shall notify Contractor if sufficient funds are not appropriated for Authority to make payment under this Agreement. Contractor is not obligated to perform, any services if sufficient funds have not been appropriated for payment of such services. Contractor shall invoice the Authority for all products and services rendered to the Authority on an ongoing basis in accordance with the rates and charges set forth in Exhibit B – SCHEDULE OF FEES, and Contractor shall not have the right to increase the rates and charges reflected on Exhibit B – SCHEDULE OF FEES during the initial Term of the Agreement. Any products or services not provided to the Authority on an ongoing basis shall be offered at the rates reflected on Exhibit B – SCHEDULE OF FEES and if not described therein at reasonable rates agreed to by both Parties.
Analysis Accounts. At the end of each monthly billing period, the Authority shall pay all service charges and charges for supplies reflected in the Account Analysis provided by Contractor and verified by the Authority, minus reductions for credits provided by Contractor to the Authority for compensating balances and Earnings Credit Allowance. Any unused Earnings Credit Allowance will not be carried forward to future billing periods.
The Authority shall be invoiced by Account Analysis and Contractor shall provide sufficient detail to allow the Authority to review and approve the reconciled costs of services. The Account Analysis shall permit the breakout of charges or costs by account or account group to allow for separate billing options, at the option of the Authority. Final format of account groups, if any, shall be confirmed by the Authority’s Treasurer, or his/her designee.
The Account Analysis shall be available for Authority to review by the sixth (6th) banking day of each calendar month. On the fifteenth (15th) calendar day after the end of each monthly billing period, or the next banking day if the fifteenth (15th) falls on a weekend or a bank holiday, Contractor shall (a) apply the Authority’s earnings credit allowance against the fees and other compensation amounts reflected in the Account Analysis, less any disputed charges and (b) automatically debit from Authority’s predetermined account(s) (unless the Parties agree otherwise in writing) any undisputed fees and other compensation amounts that remain unpaid after Contractor applies the Earnings Credit Allowance for the billing period.
The Parties agree to resolve any disputed fees in good faith and Contractor may debit from the Authority’s predetermined account(s) any disputed charges the Authority has agreed to pay, immediately following resolution.
The Authority shall retain the right to dispute any fees paid for a period of six months following the date such fees are paid or automatically deducted from the Authority’s predetermined account(s).
The Authority will not honor any invoices or claims by Contractor that are tendered six months or later after the last item of the Agreement has expired.
TERMINATION
Termination for Convenience. Authority shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Authority may terminate this Agreement immediately upon written notice to Contractor.
Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to Authority all Authority information or material that Contractor has in its possession.
ASSIGNMENT AND SUBCONTRACTING
Authority and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of Authority; provided, however, Contractor may assign this Agreement without Authority’s approval to a successor in interest in connection with a merger, reorganization, consolidation, or a disposition of a particular business to which this Agreement relates, and in the event of such an assignment, Contractor shall notify Authority as soon as reasonably practicable, and if Authority objects to such assignment, Authority may immediately terminate this Agreement without penalty. Contractor shall not hire subcontractors without express written permission from Authority. For all purposes under this Agreement, inclusive of all exhibits and attachments hereto, “subcontractor” and “subcontract” shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by Contractor to specifically aid in the performance of its obligations under this Agreement, but shall not include any third party engaged by Contractor, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist Contractor in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as Third Party Service Providers. Contractor shall not be required to notify or obtain permission from Authority or any other party to engage a Third Party Service Provider.
Contractor shall be as fully responsible to Authority for the negligent acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is responsible under this Agreement for the negligent acts and omissions of persons directly employed by it.
NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Authority. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Authority, be used for any purposes other than the performance of the Services or for audit, compliance, fraud mitigation or risk management purposes nor be disclosed to an entity to whom disclosure is not necessary for the foregoing purposes. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
OWNERSHIP OF MATERIAL
[Intentionally deleted. Banking services are not provided on a work for hire basis.]
RIGHT OF AUTHORITY TO INSPECT RECORDS OF CONTRACTOR
Authority, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles in its industry to establish the correctness of all charges submitted to Authority. Any expenses not so recorded shall be disallowed by Authority. Authority shall reimburse Contractor for the reasonable cost of complying with any inspection, audit or review, unless the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Authority, in which case Contractor shall not be entitled to such reimbursement and Authority may deduct the amount of excess fees paid by Authority from compensation due to Contractor under this Agreement, unless there is no compensation due (or the compensation due is less than these amounts) in which case such amounts may be charged directly to Contractor.
Notwithstanding anything to the contrary in this Agreement, Contractor’s maintenance, return, removal or destruction of any books or records is subject to Contractor’s standard record retention policy and retention periods established thereunder for each category of records. Nothing in this Agreement shall require Contractor to disclose or permit access to any examination reports, internal audit reports, records relating to other parties or personnel who are not responsible for overseeing Contractor’s performance of the Services, or any records that Contractor does not disclose to third parties in the ordinary course of its business. Further, any audit, examination, or review under this Agreement is: i) subject to Contractor’s receipt of a written request from Authority specifically describing the books or records required, ii) solely for the purpose of verifying Contractor’s compliance with the compensation and payment provisions of this Agreement and iii) subject to Contractor’s record retention policies. If Authority requires access to Contractor’s facilities, such access will be subject to Contractor’s security procedures and Contractor may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the areas accessed.
Contractor shall submit to Authority any and all reports concerning its performance under this Agreement that may be requested by Authority in writing. Contractor agrees to assist Authority in meeting Authority’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder. The type and content of the reports and the assistance provided shall be as mutually agreed upon by the Parties.
HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent caused by Contractor’s negligence or willful misconduct in its performance ofi the Services pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services. Notwithstanding the foregoing, (i) Contractor is not liable for any indirect, incidental, consequential, exemplary, punitive or special damages, including lost profits, regardless of the form of action or theory of recovery, even if Contractor has been advised of the possibility of those damages or the same are reasonably foreseeable; and (ii) Contractor’s indemnity obligations shall not exceed, in the aggregate, an amount equal to two times the average annual fees paid or payable to Contractor under the Agreement (exclusive of any earnings credits used to offset such fees).
Contractor’s obligation to protect, defend, indemnify, and hold harmless in full Authority and Authority’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor that perform any portion of the Scope of Services, against Authority (either alone, or jointly with Contractor), in connection with this agreement, regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless Authority for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.
INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to Authority, insurance policies as set forth in Exhibit C.
WAIVER
Contractor agrees that waiver by Authority of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither Authority’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Authority addressed as follows:
Santa Clara Stadium Authority
Attention: Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
JPMorgan Chase Bank, N.A.
Attn: Neil Pack or CB Gov’t Industry Manager
560 Mission St, 20th Floor, Mail Code: CA1-0401
San Francisco, CA 94105-2907
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 2:00 p.m. Pacific Time on a Friday shall be deemed to have been transmitted on the following business day.
COMPLIANCE WITH LAWS
To the extent binding upon Contractor in its performance of the Services, Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
To the extent that the charter, ordinances, rules and regulations of Authority currently, or in the future, impose obligations upon Authority’s contractors that provide services contemplated in this Agreement, which are not expressly set forth in this Agreement, Contractor will, if notified of such requirements, endeavor to comply with the same, except to the extent that it reasonably concludes that compliance with such requirements subject it to additional obligations, liability or expense or impose upon it reporting requirements of confidential or non-public information or information that it does not currently monitor or disclose to third parties. If Contractor makes such determination, and the parties are unable to resolve these issues through mutually agreeable amendments to this Agreement, either party may terminate this Agreement without penalty upon notice to the other.
CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no Authority officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Authority if a conflict arises. For the avoidance of doubt, Contractor does not consider ownership interests in its holding company, JPMorgan Chase & Co., or any of its publicly traded affiliates to constitute an interest for the purpose of the foregoing certification. Mere ownership of interests in such publicly traded companies does not entitle a shareholder to manage or participate in Contractor’s business.
FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
NO USE OF AUTHORITY NAME OR EMBLEM
Contractor shall not use Authority’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of Authority.
Governing Law AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California, except to the extent such state law is pre-empted by Federal law, in which case Federal law shall govern. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
Amendments
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Authority
Approved as to Form:
Dated:
GLEN R. GOOGINS
Stadium Authority Counsel
Executive Director
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“AUTHORITY”
JPMORGAN CHASE BANK, N.A.
a national banking association
Dated:
By (Signature):
Name:
Neil Pack
Title:
Executive Director
Principal Place of Business Address:
560 Mission St., 20th Floor
San Francisco, CA 94105
Email Address:
[email protected]
Telephone:
(415)315-8838
Fax:
( )
“CONTRACTOR”
EXHIBIT A
SCOPE OF SERVICES
(Service Group 1: General Banking)
The Services to be performed for the Authority by the Contractor under this Agreement are those services described in the provisions of the Proposal that apply to Service Group 1: General Banking.
EXHIBIT B
SCHEDULE OF FEES
Contractor will bill Authority on a monthly basis for Services provided by Contractor during the preceding month as described in the Agreement at the rates and charges provided herein. [JPM banking team to attach pricing schedule
EXHIBIT C
INSURANCE REQUIREMENTS
Prior to commencing any
of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the Authority, at its sole cost and expense, the following insurance policies from insurance companies authorized and permittedto do business in the State of California. Where applicable, These policies shall be primary insurance as to the Santa Clara Stadium Authority so that any other coverage held by the Authority shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01 or equivalent. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be no less broader as the underlying coverage and shall otherwise follow form.
The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 or equivalent with policy limits a minimum limit of not less than one million dollars ($1,000,000) combined single limit each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS’ COMPENSATION
Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
This policy must include a Waiver of Subrogation in favor of the Santa Clara Stadium Authority, its governing board, subordinate boards, officers, employees, and agents.
D. PROFESSIONAL LIABILITY
Bankers Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one hundred twenty-five million dollars ($125,000,000) per wrongful act and in aggregate. .
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
Additional Insureds. The Santa Clara Stadium Authority, its governing board, subordinate boards, officers, employees, and agents (“Indemnified Parties”) are hereby added as additional insureds in respect to liability arising out of Contractor’s work for Authority, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnified Parties may possess, including any self-insurance or self-insured retention they may have. Any other insurance that the Indemnified Parties may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.
Cancellation.
Contractor shall endeavor to send notice if limits fall below the minimum requirement of this agreement. .
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and Authority agree as follows:
Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same or similar minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and ensuring that such coverage is
provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Authority for review.
Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Authority or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Authority. It is not the intent of Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Authority for payment of premiums or other amounts with respect thereto.
The Authority reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to Authority and as described in this Agreement. Contractor shall file with the Authority all certificates and endorsements for the required insurance policies for Authority’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to Authority, or its representative as set forth below, at or prior to execution of this Agreement. . Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to Authority pursuant to this Agreement shall be mailed to:
EBIX Inc.
Santa Clara Stadium Authority or 1 Ebix Way
P.O. Box 100085 – S2 John’s Creek, GA 30097
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the Authority or its insurance compliance representatives.
EXHIBIT D
contractor’s terms
[JPM banking team to attach]
Agreement with JPMorgan Chase Bank, N.A. Page 7
Rev. 07-01-18
Agreement with JPMorgan Chase Bank, N.A. /Exhibit A-Scope of Services Page 1 Rev. 07-01-18
Agreement with JPMorgan Chase Bank, N.A. /Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18
Agreement with JPMorgan Chase Bank, N.A. /Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
Agreement with JPMorgan Chase Bank, N.A. /Exhibit D-Contractor’s Terms Page 3 Rev. 07-01-18