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Res 19-22 Approving an Agreement with BBVA Compass Bank Commercial Credit Cards program TOWN OF WESTLAKE RESOLUTION 19-22 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO ENTER INTO AN AGREEMENT WITH BBVA COMPASS BANK, WHO WILL PROVIDE IMPLEMENTATION AND ACCOUNT MAINTENANCE SERVICES FOR THEIR COMMERCIAL CREDIT CARD PROGRAM FOR THE TOWN OF WESTLAKE. WHEREAS, the Town of Westlake has utilized credit card services through The Independent Bankers (TIB) Bank, an affiliate of First Financial Bank. The level of activity and customer service needs require a more robust operating platform including options that will better support the purchasing processes and goals of the Town of Westlake; and, WHEREAS, additional personnel costs and time are required to maintain the manual operations of the current credit card program (TIB); and, WHEREAS, the current program through The Independent Bankers (TIB) Bank will be discontinued after the successful implementation of the new program through BBVA Compass Bank; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of the Town of Westlake, the Town of Westlake staff, and the faculty and staff of Westlake Academy. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That, the Town Council of the Town of Westlake, hereby approves the agreement with BBVA Compass Bank attached to this resolution as Exhibit "A': SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Town Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 19-22 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THE 17TH DAY OF DUNE 2019. Xb Laura Wheat, President ATTEST: O��E...... c Kel Edw , Town Secretary s O r APPROVED T OPT TE L. S6RtCn Lo o Attorney Resolution 19-22 Page 2 of 2 BBVA Compass Commercial Card Agreement Town of Westlake June 5, 2019 Company Name: Date: THIS COMMERCIAL CARD AGREEMENT(the"Agreement")Is made and entered into as of the date set forth above by the company whose name is set forth above("Company")with Compass Bank VBBVA Compass").All instructions,descriptions,and other documentation relating to the Commercial Cards and the Commercial Card Account provided to Company under this Agreement,including without limitation any service guides,user guides,Implementation forms,operating procedures,online service materials and user guide,and security procedures (the"Service Material")are incorporated by reference into this Agreement. 1. INTRODUCTION BBVA Compass is a card-issuing member of MASTERCARD"AND VISA'and is authorized to issue or procure the issuance of physical cards and/or virtual credit cards numbers('Commercial Cards').which may be used as provided in this Agreement.Company has requested and BBVA Compass has agreed to provide.for use by individuals designated by Company,an account which can be used:to purchase goods and services from those merchants that accept MASTERCARD and/or VISA cards as a method of payment either(i)by presenting a Commercial Card to such merchants.or(ii)over the telephone or online without the need to present a physical Commercial Card to such merchants. 2. DEFINITIONS. All capitalized terms used in this Agreement are defined herein and shall have the following meaning: (i) -Association'means,collectively,the Persons who govern commercial card issuance,including,without limitation,Visa USA,Inc.,Visa International Service Association,Inc.,MasterCard USA,and MasterCard International. (ii) 'Billing Cycle'means the period of time from which a Statement is generated until the next Statement is generated. (iii) 'Cardholder'means an individual employee of Company,named as the holder of the Commercial Card Account or using the Commercial Card Account in the name of Company,regardless of whether a physical card is issued in conjunction with the Commercial Card Account who is authorized to make charges to the Commercial Card Account. (iv) 'Card Management Tool'means any internet based tool provided by BBVA Compass to Company for the purpose of managing their card program. (v) 'Card Products'means the standard BBVA Compass commercial card offerings.including but not limited to the Purchasing Card. Corporate Card,Fleet Card,Executive Card and Multi-Card. (vi) "Commercial Card'means,in connection with a Commercial Card Account,any commercial charge card issued by BBVA Compass pursuant to this Agreement in the name of Company and/or Cardholders. NO "Commercial Card Account'means any account established by BBVA Compass pursuant to this Agreement in the name of Company,to which debt is charged,regardless of whether or not a Card is issued in conjunction with such account. (viii) 'Commercial Card Administrator'means the employee designated by Company to serve as the primary point of contact between Company and BBVA Compass and shall be trained and has thorough knowledge of Commercial Card Programs offered by BBVA Compass to Company. (ix) 'Commercial Card Program'means the Commercial Card Products and ancillary services offered by BBVA Compass or a participating bank. (x) "Charge"means any transaction posted to a Commercial Card Account that has a debit value,including without limitation,Purchases, Cash Advances.and Fees. (xi) 'Credit Limit"means.with respect to a Commercial Card Account.maximum aggregate amount available for purchases,fees and other charges Incurred or arising by virtue of the use of the Commercial Card Account (xii) 'Due Date'the calendar date as set forth in the Statement upon which the New Balance is due. (xiii) 'Fees'means all fees that are posted to a Commercial Card Account and due and payable to BBVA Compass by Company and/or its Cardholders that are associated with any Commercial Card Program,including but not limited to cash advance,Foreign Transaction and Late Fees. (xiv) 'Foreign Transaction Fee'means the fee BBVA Compass charges on the amount of any debt or other Transaction posted to a Rev08/2016 i of to Resolution 19-22 Commercial Card Account that is not in the same currency in which the Commercial Card Account is billed and which must be converted to the currency used for billing purposes. (xv) 'Late Fee"means the fees associated with any debt that remains unpaid to BBVA Compass by Company and/or Cardholders after the Due Date on the statement. (xvi) 'MasterCard"means MasterCard USA.Inc.,MasterCard International,and any other MasterCard entity. (xvii) 'MCC means the Merchant Category Code which are the codes established by the Associations that identifies and classifies goods or services offered by a merchant. Each merchant designates Its Merchant Category Code to the applicable Association. Win) 'Party'means any one of BBVA Compass or Company,and"Parties'means BBVA Compass and Company. (xix) "Person"means any corporation,company.Limited Liability Company,general partnership,limited liability partnership, unincorporated association,trust.joint venture,estate or other judicial entity or any governmental body. (xx) 'Purchase"means a purchase of goods and/or services that is charged to a Commercial Card Account. (xxi) 'Statement-means,with respect to one or more accounts.a periodic billing Statement from BBVA Compass listing all Transactions posted to such Commercial Card Accounts. (xxii) 'Transaction'means any activity posted to a Commercial Card Account.both debit and credits,including but not limited to Purchases,Cash Advances,Fees and payments. (xxiii) 'Unauthorized use"means the use of a Commercial Card by a person other than a Cardholder who does not have actual,implied or apparent authority for such use,and from which Company receives no benefit.It does NOT include transactions utilizing a card without a cardholder's name embossed on the card or where there is no card associated with such account and no disputes will be accepted for such accounts-Company accepts absolute liability for such accounts. (xxiv) 'Visa"means Visa USA,Inc.,Visa International Service Association,Inc,and any other Visa entity. 3. COMPANY SETUP INFORMATION The Company Setup Information,which is attached as Exhibit I and incorporated by reference into this Agreement,includes the initial options selected and information submitted by Company in connection with its use of Commercial Cards.During set up,additional company information may be captured within the Implementation Workbook.Company may use the BBVA Compass internet Card Management Tool described in Section 4 to change this information from time to time. 4. DESIGNATION OF CARDHOLDERS AND ADMINISTRATORS;ISSURANCE OF CARDS Company may designate individuals who will be permitted to make charges to the Commercial Card Account with or without the use of a Commercial Card.BBVA Compass will issue a Commercial Card to each individual designated by Company. Each individual who is issued a Commercial Card and each individual who is authorized to make charges to the Commercial Card Account without the use of a Commercial Card is a Cardholder. All Commercial Cards are and at all times shall remain the property of BBVA Compass,and may be canceled at any time and must be surrendered on demand.Company agrees to assume complete responsibility for all Purchases charged to the Commercial Card Account,whether authorized and unauthorized.plus all fees and other charges provided under this Agreement.Company also agrees to assume complete responsibility for all transactions,authorized and unauthorized,made through the use of any Commercial Card Account without the use of a Commercial Card BBVA Compass reserves the right.in its sole discretion,to decline to issue a Commercial Card or to allow use of the Commercial Card Account to any individual. Unless otherwise requested by Company in writing,all Commercial Cards will be mailed to Company's address set forth in Exhibit I or to any changed address for which Company provides notice to BBVA Compass,either as provided in Section 14 or through the Card Management Tool. Company is solely responsible for distributing the Commercial Cards to the Cardholders and for safeguarding them following receipt.Company acknowledges that the Commercial Cards are for Cardholders only. Unless Company notifies BBVA Compass otherwise in writing.Company authorizes and directs BBVA Compass to issue renewal or replacement Commercial Cards to Cardholders on or before the expiration of each Commercial Card. Company acknowledges and agrees that Commercial Cards are not assignable or transferable,by operation of law or otherwise.Company assumes complete responsibility for monitoring the use of its Commercial Cards and its Commercial Card Account.Company agrees to notify BBVA Compass immediately,by telephone,followed by prompt written confirmation,of(1)any loss or theft of any Commercial Card or any suspected unauthorized use of the Commercial Card Account,(2)any termination of a Cardholder's authority to use a Commercial Card,or(3)any termination of a Cardholder's authority to make charges to a Commercial Card Account without the use of a Commercial Card. Rev 08/2016 BBVA Compass Commercial Card Agreement 2 of 10 Resolution 19-22 Company must designate both a Commercial Card Administrator and a Secondary Commercial Card Administrator,and these initial Commercial Card Administrators are identified in Exhibit i.Company will notify BBVA Compass as provided in Section 14 of any changes of the Commercial Card Administrator or the Secondary Commercial Card Administrator. The Commercial Card Administrator and the Secondary Commercial Card Administrator are responsible for notifying BBVA Compass of any changes in the Information contained in Exhibit I"as provided in Section 14 or through the Card Management Tool. The Commercial Card Administrator and the Secondary Commercial Card Administrator are responsible for managing the Card Management Tool,which,among other functionality,permits Company to add,delete or change Cardholders,monitor Commercial Card usage,and set limitations on Commercial Card usage by transaction type.size or frequency. Company agrees that it is responsible for the manner and format in which all usage of the Commercial Card Account is reported and analyzed by the Card Management Tool. 5. BUSINESS PURPOSE:LIMITATIONS ON CARDHOLDER USE The Commercial Card Account and each Commercial Card are to be used solely for business purposes(which does not include any personal, family or household purpose),and Company agrees to so advise each Cardholder. Company's obligation under this Agreement,however,shall not be affected or limited If any balances are incurred for non-business purposes. Company is solely responsible for the use and treatment of the Commercial Card Account and the Commercial Card,and will inform each Cardholder as to the terms of this Agreement.Use of the Commercial Card Account and each Commercial Card is subject to credit and spending limits described in Section 11. BBVA Compass also offers Company the option to restrict a Cardholder's use of the Commercial Card Account according to the MCC.If Company has selected this option,BBVA Compass agrees to authorize charges on the Commercial Card Account only if the MCC for the merchant requesting authorization is identified in Imolementation Workbook. Company acknowledges that transactions in an amount below certain floor limits will not be subject to prior authorization or approval at the point-of-sale and therefore.will bypass the routine authorization process for transaction approval.Company agrees to accept full liability for any such transactions.BBVA Compass reserves the right,at any time and without prior notice to the Company,to decline to authorize any requested transaction:(a)for security reasons:(b)if BBVA Compass is unable to verify the status of the Commercial Card Account:or(c)for any reason relating to known or reasonably suspected fraud,illegal activity,unauthorized use or other misuse.Neither BBVA Compass nor its agents will be responsible or have any liability for refusing to authorize any transaction,even if Company has credit available.Company agrees that these limitations are reasonable and fully meet the needs of Company for security and control over its Commercial Card Account,while at the same time affording the Cardholders sufficient access in order for Company to effectively use the Commercial Card Account. 6. FEES ' In return for the services provided to Company by BBVA Compass under the terms of this Agreement.Company agrees to pay the fees provided on E?Sj tb t 11. BBVA Compass may change the fees as provided in Section14. 7. ILLEGAL TRANSACTIONS Company agrees that the Commercial Card Account may not be used for any transaction that is illegal in the jurisdiction where the transaction is consummated or in any other jurisdiction affected by the transaction. Company agrees that it is the responsibility of Company and each Cardholder to determine the legality of each transaction in all applicable jurisdictions before entering into such transaction. Display of the MasterCard and/or VISA logo by any merchant accepting the Card does not indicate that the transaction is legal in all applicable jurisdictions. Company acknowledges and agrees that BBVA Compass has no obligation to monitor,to review or to evaluate the legality of Company's Commercial Card transactions. Company also agrees that no Cardholder will use a Commercial Card in connection with any Internet or online gambling transaction,whether or not gambling is legal in any applicable jurisdiction. BBVA Compass reserves the right to decline any transaction that BBVA Compass believes is an illegal transaction.an Internet or online gambling transaction or a high-risk transaction. To the fullest extent permitted by law,Company agrees to pay for any charge on the Commercial Card Account,even if that transaction is determined to be illegal. 8. PERIODIC BILLING BBVA Compass will provide to Company a monthly Statement. Charges posted during a Billing Cycle will appear on Company's Statement for that cycle.The total of all charges(including any cash advances,if applicable)and fees(the'New Balance')will be shown on each Statement. Company agrees to review promptly each Statement.If Company or a Cardholder believes that a Statement is incorrect or needs additional information about a transaction shown on a statement.Company agrees to notify BBVA Compass in writing at the address provided in Section 17 within thirty(30)days of the date of the statement on which any suspected error first appeared. If Company does not notify BBVA Rev 08/2016 BBVA Compass Commercial Card Agreement 3 of 10 Resolution 19-22 Compass within this time period,Company waives any rights with respect to the erroneous amount to the fullest extent permitted by law. The notice must include the following information:the names of both the Company and the Cardholder:the Cardholder Commercial Card Account Number;the dollar amount of any suspected error:the reference number for any questioned transaction;and a brief description of the suspected error. Disputed billings are governed by Section 12. In addition,BBVA Compass provides a variety of billing options. The availability of billing options may differ between Card Products- Individual Bill. Cardholders receive a Statement at the conclusion of each Billing Cycle and are responsible for ensuring the balance due is paid by the Due Date.Company may elect to receive one or more Summary Statements or reports showing all Transactions billed to directly to the individual Cardholder Accounts, Central Bill.Company will receive one or more central account Statements at the conclusion of each Billing Cycle for all Cardholder and/ or Central Account Transactions. Each Transaction is either posted to an individual Cardholder Account and rolled up to a Central Account for billing or billed directly to a Central Account. With respect to Transactions posted to a Cardholder Account and rolled up to a Central Account,the Cardholder receives a memo Statement showing his/her respective Transactions but with no amount due. Company receives a consolidated Statement,which includes the total amount due for all Cardholder Accounts and Central Accounts and is responsible for ensuring the balance due on the Statement is paid by the Due Date. 9. PAYMENT IN FULL REQUIRED Company agrees to pay each New Balance in full on or before its Due Date as set forth in the Statement. To facilitate payment to BBVA Compass,Company agrees to execute the Agreement for Payment by ACH Debit,which is attached as Exhibit III and incorporated by reference into this Agreement.and to maintain sufficient funds in the designated account to pay each New Balance.Company further agrees that the failure to have sufficient funds In the designated deposit account to pay each New Balance or otherwise to make any required payment on or before its Due Date will constitute a breach of this Agreement for which BBVA Compass,immediately and without notice,may cease to permit new charges on the Commercial Card Account,terminate this Agreement,and pursue any other remedies available under this Agreement or applicable law. 10. LATE CHARGE Company shall pay a late charge,which will be imposed on any New Balance that is not paid in full within seven(7)days of the Due Date.This late charge will be the greater of$20 or one and one-half percent(15%)of the unpaid New Balance then due. 11. CREDIT LIMITS BBVA Compass,in its sole discretion,shall establish the Credit Limit..The Company understands that,once the Credit Limit is reached,BBVA Compass has no obligation to authorize new charges on the Commercial Card Account.Company will be advised from time to time of the amount of its available Credit Limit,which shall be reduced by the unpaid balance on the Commercial Card Account. BBVA Compass may, at any time and in its sole discretion,reduce or increase the Credit Limit upon written notice to the Commercial Card Administrator;provided, however,no such notice is required in the event that Company has failed to make any payment when due or otherwise failed to satisfy its obligations under this Agreement.Company may establish individual spending limits for each Cardholder,including limitations regarding transaction type,size,frequency,and the maximum amount that may be outstanding at any time on the Commercial Card Account as a result of each Cardholder's use of the Cardholder's Commercial Card. The spending limits of individual Cardholders will always be contingent upon availability under the Credit Limit.Company agrees that neither Company nor any other Cardholder will make any Purchases while the Commercial Card Account is past due,over Credit Limit or any credit limit(as applicable),or otherwise in default under this Agreement. Company agrees that each Cardholder will cease using the Commercial Card Account and Company will notify BBVA Compass immediately if Company or any guarantor of Company's obligations under this Agreement plans to file for bankruptcy or similar debtor's relief or if Company is otherwise unable to pay its debts. Company agrees that BBVA Compass may suspend or terminate use of the Account at any time without notice to Company.subject to any restrictions of applicable law. 12. UNAUTHORIZED USE AND DISPUTED TRANSACTIONS BBVA Compass shall not be liable for any transaction where notice of the disputed transaction is received more than thirty(30)days after the statement reflecting the transaction is sent to the Company(for purposes of this sentence."sent to includes providing access to the statement by electronic means). A report of a disputed transaction is not a guarantee of a refund.BBVA Compass will conduct a good faith investigation into Company's claims and report its findings to Company. The Company shall not make a claim against BBVA Compass or refuse to pay any Rev 08/2016 BBVA Compass Commercial Card Agreement 4 of 10 Resolution 19-22 amount because the Company or the person using the card may have a dispute with any merchant as to the goods or services purchased from such Merchant using a Commercial Card. 13. LOST/STOLEN CARDS Each transaction resulting from use of a Commercial Card or card number will be assumed to be an authorized transaction unless BBVA Compass has received prior notice from Company.as applicable,that the Cardholder is no longer authorized to use the Account. If a Commercial Card is lost or stolen,or if there is possible unauthorized use.Company must require each Cardholder to notify BBVA Compass as soon as practically possible within the first 24 hours following discovery of the loss or theft or possible Unauthorized Use by phoning BBVA Compass at the phone number provided for such notice on the Statement,with written confirmation as requested in connection with BBVA Compass'investigation 14. OTHER OPTIONAL SERVICES At Company's option,Company may elect to utilize the Card Management Tool or any other internet related products that may be made available by BBVA Compass from time to time.These websites use encryption technology to assist in the protection of Company's information. Company acknowledges that transactions conducted over the internet and information transmitted over the internet may be subject to interception by outside parties not under the control of BBVA Compass. Company assumes the risk of such occurrences and releases BBVA Compass from liability for any activity of this nature.Company will be issued an ID and password to gain entry into these websites. Company agrees to protect,secure and preserve the ID and password and the confidentiality of the ID and password. Company further agrees to follow all procedures issued by BBVA Compass from time to time involving the use of any Internet related products. Company acknowledges that data presented within the website on a particular day is information posted as of the close of the prior business day. Company agrees to pay fees for these services as disclosed to Company by BBVA Compass from time to time.Company hereby releases BBVA Compass for any claim arising out of the use of any of these internet related products unless such claim is proven to be solely the result of BBVA Compass's gross negligence or willful misconduct.BBVA Compass is not responsible for supplier late payment fees incurred by Company if payments are made with any Card Management or online payment tool If Company determines they have a need for the creation of custom data extracts related to their commercial card program,BBVA Compass shall coordinate the request.There may be a cost assessed to Company according to the cost determined to produce the custom data extracts. If Company has elected to utilize the BBVA Compass internet accounts payable interface service,an automated batch payment request process for payment of the Company's select suppliers invoices via their Commercial card accounts,Company agrees to create a batch payment request file and submit the file via a secure internet FTP connection to BBVA Compass's designated processor or manually through the BBVA Compass accounts payable internet tool. The batch file will be either in the BBVA Compass standard format,specifications of which will be provided to the Company,or in a mutually agreed upon custom format. In the case of a custom format,BBVA Compass may assess a charge for development required to support that format.The Company will adhere to the Commercial Card accounts payable processing schedule provided by BBVA Compass,and BBVA Compass will notify Company in advance of any changes to that schedule.Upon receipt of the payment request file,BBVA Compass's processor will send an email to the Company's suppliers designated in the batch payment request file notifying them of Company's authorization to process commercial card transactions to effect payment for the invoices.BBVA will post the resulting transactions initiated by the suppliers to the Company's Commercial Card account(s)and Company may view commercial card activity through the Card Management Tool,If Company elects to utilize the Integrated Payables interface that includes card payments,the suppliers will be directed to a secure portal in order acquire card payment information. As specified in the Implementation Workbook the Company provides to BBVA Compass,BBVA Compass will provide and make available the following services to the Company through one or more Card Management Tool systems. BBVA Compass will provide and make available online account information to the Company:and the Bank will access the Card Management Tool and provide the Card Management Tool access to the Company in connection with the maintenance of: 1. Commercial Card Accounts(including adding new Commercial Card Accounts based on existing ones and canceling or modifying the applicable limitations or information related to any existing Card Commercial Card Account):and 2. The Program Instructions. BBVA Compass grants to the Company.and the Company accepts from BBVA Compass,an license for the Card Management Tool,subject to and in accordance with the terms of this Agreement. This license shall be effective while such Card Management Tool software is in use by the Company with the Card Management Tool. The Company acknowledges and agrees that: a. The Company will not have any ownership or other proprietary rights in the Card Management Tool software,the Service Materials,and any other online service materials. Rev 08/2016 BBVA Compass Commercial Card Agreement 5 or 10 Resolution 19-22 b. The Card Management Tool software and Services Materials are protected by the copyright laws of the United States and BBVA Compass products and security relating the Card Management Tool software and Services Materials are confidential and proprietary trade secrets and of substantial value to the owner of the Card Management Tool software and the Services Materials,and their use and disclosure must be carefully and continuously controlled by the Company and its employees and Cardholders; C. The protected Services Materials must include all copyright,trade secret,and any other proprietary notices and legends on the initial copy of the Services Materials and on each copy of the Services Materials that the Company is permitted to make: d. The Company will not: 1. Remove alter or obscure any trademark,trade names,logos.copyright or other notice contained or included in any of the Card Management Tool software or the Services Materials; 2. Transfer or license the Card Management Tool software or any portion of the Card Management Tool software; 3. Change or modify the Card Management Tool software or the source code for the Card Management Tool software: 4. Create derivative works from the Card Management Tool software or the Services Materials: 5. Reverse engineer or attempt to reverse engineer the Card Management Tool software:or 6. Attempt to discern the source code residing on the server on which the Card Management Tool software is run; e. The Card Management Tool software will only be used by the Company and not used for or on behalf of others; f. The Company will not disclose,publish.release,transfer or otherwise make the Card Management Tool software or the Services Materials available in any form to,or for the use or benefit of,any other person or entity.other than Its employees and agents having need for such disclosure and only as authorized in this Agreement: g. The Company will be fully responsible for compliance with all of the terms and conditions of this Agreement by its employees and agents: and h, The Company will not directly or indirectly copy.duplicate or furnish to others any physical or magnetic version of the Card Management Tool software or the Services Materials or permit others to do so. The Company must use a browser that complies with specifications set forth in the Service Materials. The Card Management Tool may be accessed by Company through the public Internet. The Company agrees to use the Card Management Tool,as described in the Service Materials in compliance with all applicable laws and regulations. The Company understands that online account information is updated periodically and therefore.at any point in time,may not reflect information on BBVA Compass's records at such time,as more fully described in the Service Materials- The Company acknowledges and agrees that the Card Management Tool do not include any recommendation. guaranty,representation or warranty whatsoever. BBVA Compass shall not be responsible for errors in the online account information provided to BBVA Compass by non-Bank sources. BBVA Compass recommends that the Company have appropriate security measures for Internet use.including,a proxy server and/or firewalls to control and protect Internet access. BBVA Compass shall not be responsible for(i)inability to contact the Card Management Tool through the Internet resulting from a problem with an internet service Provider or online service provider,or(ii)unknown hazards of Internet use. If the Company fails or is unable to access the Card Management Tool.BBVA Compass sole responsibility shall be to use its commercially reasonable efforts to correct the problem and BBVA Compass shall not suffer or incur any other liability in connection therewith. BBVA Compass will not be responsible for any data that is lost or destroyed in connection with the use of the Online Services. In addition,BBVA Compass will not be responsible for the Company's inability to use the Card Management Tool due to a mechanical hard drive failure or other system failure(including,but not limited to.a'lock-up"resulting from the Company's use of software). BBVA Compass recommends that the Commercial Card Administrator take the necessary measures to ensure that the Company performs daily back-ups of data used in connection with the Card Management Tool and the hard drives of the personal computers and/or the servers used in connection therewith. In no event will BBVA Compass have any liability whatsoever in connection with: a Any application errors in or security breaches of any browser; b. The Company's inability to use the Card Management Tool or access the Card Management Tool systems due to any Internet or browser problem or any other cause beyond BBVA Compass's control;or c. Any interception of any online account information as a result of the use of the Internet. Rev O8/2016 BBVA Compass Commercial Card Agreement 6 of 10 Resolution 19-22 15. THIRD-PARTY SERVICES. The Company acknowledges that any third party services available on a website,or any third-party websites,are provided only as a convenience to the Company,including assisting the Company with procuring products and services on the internet.The Company further acknowledges that BBVA Compass is not responsible for the content or quality of any third-party websites,products and services,merchant information or other product,service or Information to which a website or any other third-party websites may be linked.Please be advised that such third-party content and links are included solely for the convenience of users and do not constitute any approval,endorsement,or warranty by BBVA Compass.Moreover,BBVA Compass is not responsible for the accuracy,completeness.or reliability of third-party information, including merchant information,and the Company assumes sole responsibility for the use of any such Information.The Company agrees that any agreements,transactions,or other arrangements made between the Company and such third-party are made entirely and solely at its own risk.The Company acknowledges that BBVA Compass has no control over.or liability for,the products or services sold by any provider, or for the use of any payment card information the Company may give or direct BBVA Compass to give to any provider of products and services,including without limitation the legality,quality.safety,or suitability of any products and services,In no event shall BBVA Compass be liable to the Company or any third-party for any loss or damage incurred as a result of any interaction between the Company and a merchant in connection with its use of a website and the services,including,without limitation,any loss or damage arising from or occasioned by the purchase or use of the products and services or the merchant information or other material acquired or accessed through a website or other third-party websites.The Company acknowledges that BBVA Compass does not endorse or warrant the merchants or services that are accessible through a website or a third-party website,nor the offers that such merchants provide. 16. VIRTUAL CARD ACCOUNTS If Company elects to make card payments made through the BBVA Compass accounts payable Internet tool or any Card Management Tool, virtual card account numbers will be generated and provided to the suppliers in order to process payment. Virtual card accounts are assigned a maximum dollar amount limit,and suppliers have the ability to extract multiple payments from the virtual card account up to the maximum dollar amount limit unless exact pay has been established.Exact pay will only allow a supplier to enter a single transaction for the exact dollar amount specified by Company. Company may authorize BBVA Compass to make certain supplier portal payments via telephone or internet on behalf of Company.Portal Payment authorizations would be made by BBVA Compass and a settlement of virtual card payments are dependent upon the individual supplier's merchant services.Company confirms that BBVA Compass will have no liability to Company for following portal payment instructions from the Company.BBVA Compass is not responsible for supplier late payments incurred by Company if portal payments are made by BBVA Compass on behalf of Company. The Buyer Initiated Payments(-BIP-)option is an optional feature utilizing a Virtual Card for the payment of invoices. Please note that,as a condition of using BIP.Company agrees to irrevocably waive any and all chargeback rights it may have on any payment made to a supplier using the BIP Payment option. 17. NOTICES All notices,requests and other communications provided for hereunder must be directed to the other Party at the respective addresses indicated in this Agreement and must in writing and delivered(1)by first class mail,postage prepaid.(2)via facsimile with telephonic confirmation of receipt.(3)via e-mail with electronic or telephonic confirmation of receipt,or(4)by hand delivery. Delivery shall be deemed to have occurred within three days of mailing if sent by mail,on the date of confirmation if sent by facsimile or e-mail,or on the date of delivery if hand-delivered. Either Party may,by notice to the other,change its address set forth in this Agreement. Company's address for notices is set forth in Exhibit I of this Agreement.BBVA Compans's address for notices is: Mailing Address: Overnight Address: BBVA Compass BBVA Compass Attn:Commercial Card Operations Attn:Commercial Card Operations 15 20th Street South,Suite 1502 15 20th Street South,Suite 1502 Birmingham,AL 35233 Birmingham,AL 35233 Email Address: commercialcardservices@bbvacompass.com Fax Number: 205-524-3489 Each Party shall be solely responsible for the security of its own e-mail and facsimile devices and for any notices sent or purporting to be sent from its e-mail or facsimile devices. Rev 08l2016 7 of 10 Resolution 19-22 18. NONUSE OF SERVICE In the event that Company does not use the services for a period of six months or longer,BBVA Compass.in its sole discretion,may termi- nate Company's ability to use the services described in this Agreement on or after such period without any advance notice to Company. Any reinstatement of services under this Agreement must be agreed upon in writing by an authorized representative of BBVA Compass. 19. TERMINATION This Agreement may be terminated by BBVA Compass at any time upon written notice to Company.This Agreement may be terminated by Company at any time upon written notice to BBVA Compass, This Agreement shall automatically be terminated without notice to Company(i) if there is a death of a guarantor or obligor:(ii)if Company files a petition in bankruptcy petitions or applies to any tribunal for the appointment of a custodian,receiver or trustee for it or a substantial part of its assets or commences any proceeding under any bankruptcy dissolution or reorganization law or statue or should there have been filed any such petition or application or any such proceeding against it and such petition or application or proceeding remains umdismissed for a period of thirty(30)days or more;(III)if Company becomes Insolvent or generally does not pay its debts as they become due or makes a general assignment for the benefit of creditors;(Iv)if Company has any substantial part of Its property become subject to any levy,seizure,assignment,application for sale for or by any creditor or governmental agency;or(v)if Company fads to maintain its corporate,partnership or other business existence in good standing or,without the prior written consent of BBVA Compass,consolidates or merges with or into or acquires the stock of any other corporation or entity.sells or otherwise transfers all or substantially all of its assets,permits the sale or transfer of a material ownership interest in Company.or otherwise materially changes or permits to be materially changed its organization or corporate or ownership structure. Termination of this Agreement shall not terminate Company's obligation to pay BBVA Compass for all amounts due under the Commercial Card Account(including,without limitation, amounts which post to the Commercial Card Account after such termination),which shall become immediately due and payable upon termination. 20. INDEMNIFICATION Company agrees to indemnify and hold BBVA Compass,its affiliates.directors,officers,employees,and agents harmless from and against all losses.liabilities,cost.damages and expenses(including reasonable attorneys fees and cost of litigation)to which BBVA Compass may be subjected or which it may incur in connection with any claims which might arise from or out of:(a)this Agreement,the Commercial Card Account or any Commercial Card,and/or any transactions or fees resulting from or related to any of the foregoing.and(b)Company's use of the internet Card Management Tool or any other software or hardware in connection with the Commercial Card Account or any Commercial Card,regardless of whether BBVA Compass provided the same or required or suggested its use. Company's indemnity obligations under this Section shall survive termination of this Agreement. 21. LIMITATION ON BBVA COMPASS'S LIABILITY BBVA Compans's duties and responsibilities are limited to those described in this Agreement.BBVA Compass will be responsible for any loss sustained by Company only to the extent that such loss is caused by BBVA Compass's gross negligence or willful misconduct. In any case. liability will extend only to the resulting actual direct loss,and not to any incidental,consequential,indirect or special loss or damage.Further, BBVA Compass will not be liable for any default or delay in the performance of its obligations under the Agreement if and to the extent such default or delay is caused,directly or indirectly,by an act of God;fire,flood or other catastrophe;electrical,computer,mechanical,utility or telecommunications failures or fluctuations;acts or omissions by Company or by third parties;or any other cause beyond BBVA Compasy's reasonable control. MASTERCOVERAGE®LIABILITY PROTECTION PROGRAM AND VISA®LIABILITY PROGRAM Subject to applicable terms and conditions.Company may be eligible for coverage under MasterCard's MasterCoverage Liability Protection or the Visa Liability Programs which provide coverage against employee misuse of the Card. Company should consult the MasterCoverage• Liability Protection Program and Visa°Liability Program brochures available upon request from BBVA Compass for terms and conditions of coverage. Company acknowledges that BBVA Compass is not responsible for providing any form of liability protection program on Company's behalf and that BBVA Compass makes no representations or warranties regarding any such program that may be offered by third parties. 22. FINANCIAL INFORMATION Company shall deliver.upon request,to BBVA Compass as soon as available,Company's audited financial statements prepared in accordance with generally acceptable accounting procedures and by independent certified public accountants acceptable to BBVA Compass.Company further agrees to provide to BBVA Compass from time to time such other information regarding the financial condition of Company as BBVA Compass may reasonably request. Rev 08/2016 8 of 10 Resolution 19-22 23. LIABILITY FOR TAXES Company shall be responsible for paying any applicable taxes levied or based upon the services provided to Company under this Agreement or any Purchases made utilizing the Commercial Card Account.Company agrees to be liable for all such taxes and further agrees to indemnify BBVA Compass against any claim,or any expense associated with such a claim,for payment of any taxes. 24. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama(without regard to internal principles of conflicts of law)and applicable federal law. 25. HEADINGS The headings and captions contained in this Agreement are included only for convenience of reference and do not define.limit,explain or modify this Agreement or its interpretation,construction,or meaning. 26. VALIDITY The holding of any provision of this Agreement as invalid.illegal.or unenforceable.in whole or in part,shall not affect the other provisions of this Agreement,which shall remain in full force and effect. 27. BINDING EFFECT This Agreement shall inure to the benefit of and be binding upon the successors,trustees,and permitted assignees of the Parties hereto. 28. MERGER OF AGREEMENTS This Agreement Constitutes the entire agreement between the Parties hereto concerning the subject matter hereof.All contemporaneous agreements or understandings concerning the subject matter hereof,whether oral or written,are merged into this Agreement. 29. ATTORNEYS'FEES AND OTHER COLLECTION CHARGES Company agrees to pay all costs of collecting or attempting to collect any amounts due under this Agreement and all costs of defending any claim asserted against BBVA Compass arising out of or in connection with this Agreement,which costs shall include,without limitation. attorneys'fees and costs. 30. INTERNATIONAL TRANSACTIONS International transactions include any transactions on the Commercial Card Account made in a foreign currency or made outside of the United States of America,even if that transaction is made in U.S dollars.If any transaction is made in a currency other than U.S.dollars,MasterCard and/or VISA will convert the amount of that Card transaction into U.S.dollars according to its own currency conversion procedures in effect at that time.The exchange rate used to convert the currency is either a rate selected by MasterCard and/or VISA from the range of rates available in wholesale currency markets on the applicable processing date(which rate may differ from the rate MasterCard and/or VISA itself receives),or the government-mandated exchange rate in effect on the applicable processing date.The exchange rate in effect on the applicable processing date may differ from the exchange rate in effect on the date of the Card transaction.BBVA Compass may charge Company a fee equal to one percent 0%)of the U.S.dollar amount of any international transaction made on the Commercial Card Account,whether that transaction was originally made in U.S.dollars or was made in another currency and converted to U.S.dollars by MasterCard and/or VISA.In either case,the fee will be calculated on the U.S.dollar amount of the transaction provided to BBVA Compass by MasterCard and/or VISA,and will be charged to the Commercial Card Account at the time the transaction is posted to the account.The same conversion process and fee will apply if any international transaction is reversed or credited bark to the Commercial Card Account.The amount(in US.dollars)of any credit associated with a particular international transaction on the Commercial Card Account is likely to differ from the original amount(in U.S.dollars)of the transaction due to differences in the applicable exchange rates,which may vary daily. 31. AMENDMENTS BBVA Compass may change the terms of this Agreement at any time by giving Company notice of the change,as required by applicable law. These changes may include modifying or deleting existing terms and adding new terms,including the fees to be paid by Company.Subject Rev 08/2016 9 of 10 Resolution 19-22 to the requirements of applicable law,any changes to this Agreement will become effective at the time stated in BBVA Compass's notice to Company,and the amended terms of the Agreement will apply to all outstanding unpaid balances that Company owes under this Agreement. as well as to any new charges.unless Company terminates all rights to use the Commercial Card Account on or before the date provided in BBVA Compasss notice No change to any term or condition of this Agreement shall be effective unless accepted or authorized by BBVA Compass in writing. 32. SEVERABILITY If any provision of this Agreement is found to be invalid or unenforceable,the remaining provisions will remain in full force and effect.The remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law.Company waives demand,presentment,and notice of dishonor,protest and suit. 33. CROSS COLLATERILIZATION All capitalized leans shall have the meanings given in the Agreement.Notwithstanding anything in the Agreement to the contrary: 1)Company hereby agrees that(i)the occurrence of an Event of Default under any other agreement or contract with BBVA Compass shall constitute an Event of Default under the Agreement,and(it)the occurrence of an Event of Default under the Agreement shall constitute an Event of Default under any and all other agreements or contracts with BBVA Compass,and BBVA Compass shall thereafter have all rights and remedies following the occurrence of an Event of Default under all contracts and agreements between Borrower and BBVA Compass. 2)Any collateral securing other loans or obligations of the Company with or to BBVA Compass will also secure the credit extended and/or other obligations incurred under the Agreement. IN WITNESS WHEREOF,Company has caused this Agreement to be executed by its duly authorized representative as of the date set forth at the beginning of this Agreement. Company Town of Westlake By: Amanda DeGan Its: Town Manager Authoized signer Amanda DeGan Print name signature / v ✓ L Date Rev 0812016 BBVA Compass Commercial Card Agreement 10 of 10 Resolution 19-22 ADDENDUM TO COMMERCIAL CARD AGREEMENT Incentive Payment Agreement THIS ADDENDUM TO THE COMMERCIAL CARD AGREEMENT (the "Agreement") is made and entered into as of the date set forth below by the Company whose name is set forth below ("Company") with Compass Bank ("BBVA Compass"). 1. Definitions: • "Program Year" means the twelve (12) month period beginning on date of the Commercial Card Agreement execution and each successive twelve (12) month period thereafter. • "Standard Charge Volume" means the total US Dollar equivalent of charges made by COMPANY and its Subsidiaries and/or Employees on a BBVA Compass Commercial Card product(s), net of returns, cash advances, refunds and Fraudulent Charges. (Interchange generated by transaction is greater than 191 basis points and above). • "Fraudulent Charges" means those Charges which are not initiated, authorized or otherwise requested by Company and/or a Cardholder by any means (electronic, telephonic or written) and do not directly or indirectly benefit Company and/or a Cardholder. • "Enhanced Data and Qualified Large Ticket Transaction Volume" means the total US Dollar transactions made on a BBVA Compass Commercial Card product(s) that have qualified for the Enhanced Data or Qualified Large Ticket Interchange rates (interchange generated by transaction is between 190 and 116 basis points), net of returns and refunds. • "Reduced Interchange Rate Transaction Volume" means the total US Dollar transactions made on a BBVA Compass Commercial Card product(s)that have qualified for a"non-published vendor specific interchange rate" (interchange generated by transaction is 115 basis points and below), net of returns and refunds. 2. Monthly Rebate Calculation BBVA Compass will calculate a monthly rebate based on the following matrix where the Charge Volume of the Commercial Card and Payables programs are used to determine the rebate percentage rate. If the purchases entitle Company to a payment, such payment will be made to Company in the form of an ACH Credit to Company's Demand Deposit Account indicated on an ACH Authorization Exhibit to the Company's Card Agreement. The incentive will be deposited to the Company's DDA approximately thirty (30) days after the end of each rebate period. I Resolution 19-22 ADDENDUM TO COMMERCIAL CARD AGREEMENT Incentive Payment Agreement Company's Standard Charge Volume, Enhanced Data and Qualified Large Ticket Transaction Volume, and Reduced Interchange Transaction Volume will be segregated based on the rebate schedule set forth below for the purpose of rebate calculation: Annual Charge Volume Monthly Charge Volume $0 $999,999 $0 $83,333 1.00% $1,000,000 $1,999,999 $83,334 $166,667 1.15% $2,000,000 $2,999,999 $166,668 $250,000 1.20% 53,000,000 $3,999,999 $250,001 $333,333 1.25% $4,000,000 $4,999,999 $333,334 $416,667 1.30% $5,000,000 + $416,668 + 1.40% Enhanced Data and Qualified Lar a Ticket Transaction Volume Rate 0.35% Reduced - .- Rate Transaction Volume 3. Program Fees — Commercial Card & Spend Net Platform Annual Card Fee Waived For Initial Term Of Agreement $250.00 for World Elite Card (if applicable) Overnight Card Delivery Fee $30.00 COMPANY Logo On Card Fee(One-Time Setup Waived For Initial Term Of Agreement Fee) Spend Net Navigator/Payables Virtual Card Set- Waived For Initial Term Of Agreement up Fee Spend Net Navigator/Payables Virtual Card Waived For Initial Term Of Agreement Monthly Fee International Currency Exchange Fee 1%of USD Amount Past Due-Account Finance Charge 1.5% of Past Due Balance 2 Resolution 19-22 ADDENDUM TO COMMERCIAL CARD AGREEMENT Incentive Payment Agreement a. Any rebate payment made pursuant to this Addendum will be net of accumulated unrecoverable fraudulent charges, pursuant to the Agreement, resulting from participation in BBVA Compass programs regardless of whether the underlying agreement between the parties is valid or has been terminated. To remain eligible for any actual or potential incentives, the Company's accounts with the BBVA Compass must remain in good standing. 5. BBVA Compass predicates the pricing contained within this Addendum on the industry business model used to regulate interchange rates. Should a material change in the industry business model occur either in the 1) interchange rates (from those rates in effect as of the Effective Date of this Agreement) or 2) regulation of such interchange rates, BBVA Compass shall have the right to negotiate a new rebate offering with the Company. If the parties cannot reach an agreement on the new offering, either party may terminate this Agreement upon sixty (60) dates prior written notice. 6. To remain eligible for any actual or potential incentive, the Company's accounts with the BBVA Compass must remain in good standing. The bank reserves the right to withhold any incentives in the event any of the Company's accounts becomes past due or are otherwise not in good standing in BBVA Compass' sole discretion. 7. BBVA Compass may modify or cancel this addendum to the Commercial Card Agreement at any time by providing ten (10) day notice to the Company. s. The Company agrees to indemnify and hold BBVA Compass, its affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys' fees and cost of litigation) to which BBVA Compass may be subjected or which it may incur in connection with any claims which might arise from or out of this Addendum to the Commercial Card Agreement. 9. The terms of this addendum are expressly incorporated into the Commercial Card Agreement as if fully setout therein. To the extent there is a conflict in the terms of the Commercial Card Agreement and this Addendum, the terms of this Addendum will supersede the terms of the Commercial Card Agreement. All other provisions of the Commercial Card Agreement remain in full force and effect. lo. Any capitalized terms not specifically defined herein shall have the meanings assigned in the Agreement. - Signature Page to Follow- 3 Resolution 19-22 ADDENDUM TO COMMERCIAL CARD AGREEMENT Incentive Payment Agreement IN WITNESS WHEREOF, Company and BBVA Compass have caused this Addendum to the Commercial Card Agreement to be executed by their duly authorized representatives as of the date set forth below. Company: Town of Westlake Date to 1-1'I Authorized Representative and Title 41 m n do De- 4u h Tow,A 'a Signature BBVA Compass Date Authorized Representative and Title Signature a Resolution 19-22 ADDENDUM TO COMMERCIAL CARD AGREEMENT Incentive Payment Agreement IN WITNESS WHEREOF, Company and BBVA Compass have caused this Addendum to the Commercial Card Agreement to be executed by their duly authorized representatives as of the date set forth below. Company: Town of Westlake Date Authorized Representative and Title fl d& OW4 A Lag Signature BBVA Comp ss Date Authorized Representative and Title Z Signat re 4 Resolution 19-22 Exhibit I: BBVA USA Commercial Card Application Information Company Setup Company Name Town of Westlake Tax ID# Click here to enter text. Address 1500 Solana Blvd.,Bldg 7 Ste 7200 City,State,Zip Westlake,TX 76262 Phone Number 817-430-0941 RESPONSIBLE •- ALL COMMERCIAL •D MAINTENANCE AND FUNCTIONS, Primary Administrator CARD ADDITIONS,CARD LIMITS,MCC CODES,USAGE OF CARDS,ETC. Name Click here to enter text. Verification ID Click here to enter text. Phone Number Click here to enter text. Email Address Click here to enter text. Additional Administrator(s) BACKUP TO THE PRIMARY ADMINISTRATOR Name Anastasia Whigham Verification ID 6536 Phone Number 817-490-5738 Email Address awhigham@westlake-tx.org AdditionalTO THE PRIMARY ADMINSTRATOR Name Click here to enter text. Verification ID Click here to enter text. Phone Number Click here to enter text. Email Address Click here to enter text. Monthly cycle statement cutoff date(the day of the month)OPTIONS ARE 2,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18,19,20,21,22,23,24,25,Last Business Day of month,First Business Day of month Default block international(outside of the US)?(Block can be reversed temporarily for infrequent international business travelers) Yes No Texas Public Entity Yes No The Commercial Card Primary Administrator and a Secondary Administrator are designated and authorized by the Company to administer the commercial card program on behalf of the Company, and including,without limitation,the ability to make changes,additions,modification or deletions,to the overall structure and settings of the commercial card program. Aut ph r�ized Si— L /� �CQ/)u_;tl ft�t2arl cc._ C�u�'! Signatur I J,Pw,,,— [�r.Prin�N�me o Title ` 7 Addendum to BBVA Compass Commercial Card Agreement 1 of 1 Rev. 12/2017 Exhibit I BBVA Compass Commercial Card Application Information Company Setup Company Name Town of Westlake Tax IDN Address 1500 Solana Blvd., Bldg 7, Ste 7200 City,State,zip Westlake, TX 76262 Phone Number 817-430-0941 RESPONSIBLE FOR ALL COMMERCIAL CARD MAINTENANCE AND FUNCTIONS,INCLUDING NEW CARD Primary Administrator ADDITIONS,CARD LIMITS,MCC CODES,USAGE OF CARDS,ETC. Name Marlene Rutledge Verification ID Phone Number (817)490-5737 Email Address MRutledge@westlake-tx.org Additional Administrator(s) BACKUP TO THE PRIMARY ADMINISTRATOR Name Phone Number (817)296-3013 Email Address dpiper@westlake-tx.org Additional Administrator(s) BACKUP TO THE PRIMARY ADMINSTRATOR Name Melinda Brown Verification ID Phone Number (817)490-5728 Email Address MBrown@westlake-tx.org Monthly cycle statement cutoff date(the day of the month)OPTIONS ARE 2.4,5,6,7,8,9,10,11.12,13,14,15,16, 17,18.19.20,21.22,23,24.25,Last Business Day of month,First Business Day of month Default block international(outside of the US)?(Block can be reversed temporarily for infrequent international business travelers) O Yes O No Texas Public Entity • Yes 0 No The Commercial Card Primary Administrator and a Secondary Administrator are designated and authorized by the Company to administer the commercial card program on behalf of the Company,and including,without limitation,the ability to make changes,additions, modification or deletions,to the overall structure and settings of the commercial card program. Authoized signer Amanda DeGan Signature of Authorized Representative Printed Name Town Manager 17 Title Date Rev 05/2017 1 of 3 Resolution 19-22 Exhibit II BBVA Compass Commercial Card Application Information Fees All Fees are nonrefundable. Annual Fee$ 0.00 /year for each issued and outstanding Commercial Card The annual fee shall be due and payable at the time of the first periodic billing on Company's Commercial Card Account and annually thereafter.The annual fee shall be charged on each Issued Commercial Card unless BBVA Compass has received written notice to cancel that Commercial Card at least one month prior to the assessment of the annual fee. Corporate World Elite Annual Fee $ 250.00 (Optional) Expedited Delivery Fee $ 30.00 (By Request) Company Logo Fee $ 0.00 BBVA Compass internet Card Management Tool Setup Fee $ 0.00 BBVA Compass internet Card Management Tool Monthly Fee $ 0.00 Autholzed;�e(l�b Signature of Authorized Representative Amanda DeGan Printed Name Town Manager Title Date Rev 05/2017 2 of 3 Resolution 19-22 Exhibit III BBVA Compass Commercial Card Application Information Authorization for Payment By ACH Debit Company Name: Town of Westlake The above named company("Company").by and through its authorized representative,directs Compass Bank("BBVA Compass')to initiate ACH debit entries to Company's demand deposit account designated below for all amounts due to BBVA Compass under the Commercial Card Agreement executed by Company: Depository Name: BBVA Compass City Dallas State Tx Zip 75225 Routing Number(9 digits) Account Number If you have ACH Debit Blocking on the account number above,please allow the following ACH IDs:00741PCARD and 01471PCARD. This authorization shall remain In full force and effect until BBVA Compass has received written notification from Company terminating this authorization at least three(3)busines s days prior to the date of a transfer. L Signature of Authorized Representative Amanda DeGan Printed Name Town Manager Title Date Rev 05/2017 3 of 3 Resolution 19-22 Form TCG 2270 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2270 Contract identifier: Department: By signing below, Company herby verifies the following: 1. Company does not boycott Israel; and 2. Company will not boycott Israel during the term of the contract. SIGNED BY: Pr' ame of Pers IieCottongame in n Co any /Relationship Manager BBVA Date signed: 6/10/2019 STATE OF TEXAS § COUNTY Or-�� § JoVe_ BEF RE ME, the undersigned Notary Public on this day personally appearedA`�IZ-(Name), on behalf of (Company) who being duly sworn, stated under oath that he/she has read the foregoing verification required by Texas Government Code Section 2270.002 and said statements contained therein are true and correct.. t SWORN AND SUBSCRIBED TO before me,this day of V U•n,2— 20�. NOTARY OF PUBLIC, FOR THE STATE OF AS My C issio Ex Tres: O ��q �� 1 e AMANDA 1. JOHNSON NOTARY Pusuc•STATE OF TEXAS ID#13119371.4 Government Code§ 2270.002. Provision Required in Contract COMM. EXP.08-29.2021 Effective: September 1, 2017 A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract. The following definitions apply: (1)"Boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. (2)"Company" means a for-profit sole proprietorship, organization, association, corporation, partnership,joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. (3)"Governmental entity" means a state agency or political subdivision of this state. State law requires verification from a Company for contracts involving goods or services (regardless of the amount) before the City can enter into the contract. Statutory Declaration Regarding Exemption from Filing Form 1295 of and the sole general partner of do hereby declare that: pp is a wholly owned subsidiary of 2. D�V is a public company traded on NASDAQ under the symbol(s) 66VA 3. As a result of changes to Form 1295 made effective on January 1, 2018, a Form 1295 is not required for "a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity. (Emphasis added.) See Texas Government Code §2252.908(c)(4). 4. 4. Pursuant to the foregoing, as a wholly owned subsidiary of a public company is not required to submit a Form 1295. Acknowledge by: �0/1 Me cc.1 A-! edaAlviSh,p 1f Na Title State of Texas County of 1 rr-&ri PERSONALLY appeared before me Jul i e. CD44hc,4rne°who executed and attested the execution of this document. 11, SWORN TO BEFORE ME this day of June— Notary Public .P �e TONIE JUMP NOTARY PUBLIC-STATE OF TEXAS My Commission Expires: �a�3<�2d�� �, J'� P� ID#12484786.2 9rfOF�E} COMM. EXP.12.31.2022