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HomeMy WebLinkAbout952-MBNA Visa Purchasing Card MBNA VISA® PURCHASING CARD ACCOUNT AGREEMENT ("ACCOUNT AGREEMENT") [CITY] THIS AGREEMENT made and entered into this.~day of~ 200~ ("Account Agreement"), by and between MBNA AMERICA (DELAWARE), N.A., with offices located at 1100 N. King Street, MS 0464, Wilmington, DE 19884-0464 CMBNA"), and CITY OF SANFORD with offices at 300 North Park Place, Sanford, FL 32168 ("CITY"), in the amount of $2,000,000.00 WITNESSETH: WHEREAS, MBNA issues a credit card, for which no periodic rate is used to compute a finance charge the ("VISA® Purchasing Card"), used by companies to purchase goods and services for use in their businesses and provides certain information and services in connection with companies' use of the VISA Purchasing Card ("Purchasing Card" or "Card"); WHEREAS, MBNA and City are desirous of having an account established in the name of City for the issuance of MBNA Purchasing Cards (the "Account") to be used by employees of City to purchase goods and services on behalf of City; NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereby agree as follows: 1. DEFINITIONS: For tfie purposes of this document: The word "Cardholders" shall mean employees of the City designated to use the Purchasing Card to access the Purchasing Card Account. The word "Charges" shall mean all amounts charged to the card, including purchases, fees, delinquency assessments and any other fees and assessments. 2. Establishing Purchasing Card Account & Issuing Cards MBNA shall establish the Account in the name of City upon the terms and conditions set forth in this Account Agreement. Upon receipt of an Account Agreement, properly executed by City, MBNA shall issue a Purchasing Card on the Account to those Cardholders designated by City as its agents to use the Purchasing Card to access the Account for the purchase of goods and services on behalf of City, in accordance with City's policies and guidelines for such purchases. The name of each Cardholder authorized as the City's agent to use a Purchasing Card shall be embossed on the Card sent to such Cardholder. City requests MBNA to issue renewal or replacement Purchasing Cards before the then current Purchasing Cards expire. MBNA shall continue to issue renewal or replacement Purchasing Cards in this manner until City instructs MBNA to stop or MBNA suspends or cancels a Cardholder's use of the Purchasing Card in accordance with this Account Agreement. The relationship between MBNA and City shall be subject to the terms and conditions of the Commercial Credit Agreement and Disclosure Statement ("Cardholder Agreement"). MBNA shall send a copy of the terms and conditions to the Cardholder receiving a Purchasing Card. If any of the terms and conditions of the Account Agreement conflict with those of the Cardholder Agreement, the Account Agreement shall prevail. 3. Related Purchasing Card Services MBNA shall provide to City the related Purchasing Card Services ("Services") described in the Service Schedule(s) now or hereafter executed by the parties and made pact of this Account Agreement. Although MBNA shall provide Services in accordance with the prevailing reasonable commercial standards of the banking industry, MBNA shall not be responsible for any loss sustained by City or Cardholders unless and to the extent that such loss was caused by MBNA's gross negligence or willf~al misconduct. Except as may be expressly set forth in this Account Agreement, or the Service Schedule(s), MBNA makes no representations or warranties, express or implied, with respect to the Purchasing Cards or Services or the products or services purchased. 4. Use of Purchasing Card City shall instruct Cardholders in writing on its policies concerning the use of the Pumhasing Card for the purchase of goods and services on behalf of City. Those policies shall include, without limitation, that the Purchasing Card shall be used only in strict conformity with the terms and conditions of the Cardholder Agreement. City agrees that it will advise cardholders that Purchasing Cards issued on its Account shall be used for legitimate business purposes of the City, and shall not be used to obtain credit for personal, family or household purpose. 5. Charge Limits In the event that MBNA agrees to limit the ability of Cardholders to incur Charges above certain amounts or at certain establishments, or to institute any other guidelines for authorizing Charges on Pumhasing Cards issued on the Account at City's request, City acknowledges that MBNA undertakes to do so on the basis of its best efforts as an accommodation to City and, because of cimumstances beyond MBNA's control, MBNA may be unable to decline Charges below certain amounts or in certain locations. 6. Problems with Goods or Services If City has any questions, problems or disputes concerning goods or services purchased using the Pumhasing Card, City agrees to directly contact the merchant to resolve the question, problem or dispute. City acknowledges and agrees that MBNA is not liable for any problems with such goods or services. If City requests MBNA to charge back a seller of goods or services and MBNA does so, City shall be responsible for any claim against MBNA upon the rejection of the goods or services of that charge back. 7. Charges Made In Foreign Currencies Charges made in a foreign currency shall be converted into US Dollars, by VISA International. Visa International shall use the procedures set forth in its Operating Regulations in effect at the time that the transaction is processed. Currently, those regulations provide that the currency conversion rate to be used is either a wholesale market rate or a government - mandated rate in effect one day prior to that processing date, increased by 1%. The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date or on the posting date. Ancillary charges and fees, associated with the Purchasing Card, shall be billed to the City in the amounts set forth in Exhibit "A" (Ancillary Purchasing Card Fees). 9. Liability for Charges City shall be liable, regardless of Services selected, to MBNA for all Charges on the Account except for Charges resulting from unauthorized use of any Purchasing Card. Charges include purchases in which a Cardholder has evidenced an intent to incur a Charge regardless of whether or not the Cardholder signed a sales slip form. For purposes of this Section, an unauthorized use is a use that was made by someone who was not a Cardholder and who did not have actual, implied or apparent authority to use the Pumhasing Card and that does not benefit the City, directly or indirectly. Unauthorized use does not include misuse of a Purchasing Card by a Cardholder. The burden of proving who is liable for Charges resulting from misuse or unauthorized use of a Purchasing Card is on both the City and Cardholder. Unless evidence to the contrary is otherwise presented, the presumption is the City is ultimately liable for all Charges. MBNA and City agree that City may waive its liability for certain Charges in accordance with the terms and conditions oftbe Visa Liability Waiver Program ("Program"). The Program is a core benefit offered by Visa U.S.A., Inc. ("Visa"), and the City shall be automatically enrolled in the Program, provided the City is issued two (2) or more Purchasing Cards. The City's obligations under this Program and the criteria for determining whether a Charge is a walvable Charge shall be determined solely by Visa including any changes to the Program that may be implemented by Visa from time to time. 10. Payment City agrees that payment terms set forth in Service Schedule supersedes any agreement with regard to payment terms between City and the seller of goods and services or any payment terms that might be imputed to City and the seller under applicable law for goods or services purchased using the Purchasing Card. If, in its sole discretion, MBNA accepts late payments, partial payments or any checks, money orders or other means of payment marked as being payment in full or as being a settlement of a dispute, such acceptance shall not derogate from or otherwise affect any of MBNA's rights to payment in full. Accepting such payments shall not constitute an agreement by MBNA to change this Agreement in any way. 11. Billing Questions City may not deduct or withhold, without MBNA's prior approval, any credit or charge back or disputed or questioned amount from the amount shown as due on the monthly consolidated statement when making payment. If City believes any Charge shown on a monthly consolidated statement is in error, City shall inquire with MBNA and MBNA shall make any appropriate adjustment in the next monthly consolidated statement. MBNA hereby grants approval to alter the aforementioned billing and payment process to allow for deductions to the current monthly consolidated statement in the event that a transaction or transactions are, for whatever reason, in dispute. In order to deduct the amount in dispute, the City agrees to inquire with MBNA and declare an item or items to be in dispute prior to deducting the transaction amount from the monthly consolidated statement. 12. Delinquency Any unpaid amount that appears in the column "Previous Balance" on a consolidated monthly statement shall be considered delinquent for purposes of this Agreement, and MBNA may add a delinquency assessment to the Account, as set forth in Exhibit A ("Ancillary Purchasing Card Fees"). 13. Default If any of the following occurs, a default ("Default") under this Account Agreement shall exist: a) If City fails to make timely payment (excluding items in dispute) or performance of its obligations under this Agreement; b) if the City becomes insolvent; c) if a petition should be filed or other proceedings should be started under the Federal Bankruptcy Code or any State insolvency statute by or against the City; d) if a receiver should be appointed or writ or order of attachment, levy or garnishment should be issued against the City or any of City's property, assets or income; or e) at MBNA's option, any default in payment or performance of any obligation under any other loans, contracts or agreements with the City, and affiliate or other municipal division of City; or f) a material alteration in the type or kind of City's business or that of its affiliates or other municipal divisions, if any; or, to the extent applicable, the acquisition of substantially all of City's, any affiliate's, or other municipal division's, or guarantor's business or assets, or a material portion (10% or more) of such business or assets if such a sale is outside City's, any affiliate's, any other municipal division's, or any guarantor's, ordinary course of business, or more than 50% of its outstanding stock or voting power in a single transaction or a series of transactions, or the acquisition of substantially all of the business or assets or more than 50% of the outstanding stock or voting power of any other entity, or should any City, affiliate, other municipal division or guarantor enter into any merger or consolidation without prior written consent of MBNA. 14. Remedies Upon Default MBNA may, in its sole discretion, suspend the Account and the Cardholders' use of the Purchasing Cards issued on the Account if any Charge(s), or portion thereof (a) remain unpaid for 60 days or more after the Closing Date on any three consolidated monthly statements in a 12 month period. MBNA may, in its sole discretion, cancel the Account and the Purchasing Cards issued on the Account if any Charge(s), or portion thereof (a) remain unpaid for 60 days or more after the Closing Date on any four or more consolidated monthly statements in a 12 month period, or (b) remain unpaid after any Closing Date for 90 days or more. If a Default (defined herein) occurs, at the option of MBNA, and with reasonable notice, all obligations hereunder shall immediately become due and all fights with respect to the Account shall terminate. 15. Cancellation City may direct MBNA to cancel any Purchasing Card at any time with or without cause. MBNA may cancel any Purchasing Card at any time with or without cause and with reasonable notice. MBNA may terminate this Account Agreement immediately if a default (defined herein) occurs. City shall direct MBNA to cancel any Purchasing Card held by a Cardholder whose employment has been terminated by City. City shall effect such notification within 24 hours after such termination by contacting their assigned MBNA Account Manager. The following provisions apply in the event of any cancellation of any Purchasing Cards: (a) City shall use its reasonable efforts to notify the Cardholder of the cancellation and obtain the canceled Purchasing Card from the Cardholder, cut it in half and return the pieces to MBNA. (b) If the City has requested the cancellation, City shall be responsible for any losses, damages or liability arising from a claim against MBNA for wrongful cancellation of a Purchasing Card. 16. Term and Termination This Account Agreement shall become effective upon the later of the dates shown below the signatures of the parties below and shall continue for a period of 3 years. Unless either party gives notice to the other of its intention not to renew this Account Agreement at least thirty days prior to the third anniversary date of the effective date of this Account Agreement, it shall automatically renew for successive one year periods until terminated by either party as provided herein. MBNA may terminate this Account Agreement immediately ifa Default occurs. City may terminate this agreement should MBNA not perform under the terms and conditions of this Agreement. Termination of the Account Agreement shall constitute cancellation of all the Purchasing Cards issued on the Account. The City's obligation under the Account Agreement and any Charges made under it prior to cancellation shall continue to apply until the City has paid MBNA all the money the City owes on the Account. The City may notify MBNA to cancel any Cardholder's Purchasing Card, and corresponding account number, at any time with or without cause and without prior written notice. MBNA may suspend the charge privileges of or cancel any Cardholder's Purchasing Card, and corresponding account number, at any time, should MBNA have cause to do SO. 17. Access to Information City agrees to provide to MBNA any information and documentation that MBNA reasonably requests about an Cardholder's use of the Purchasing Card. MBNA and City agree to cooperate with each other, as either may request, in any investigation, litigation or prosecution arising from the use of Purchasing Card. At the request of City, MBNA may compile and convey certain information on the sellers of goods and services purchased using the Purchasing Card that is provided by such sellers, such as, for example, a seller's tax identification number and SIC number and whether or not the seller is a minority-owned or woman-owned business. MBNA does not guaranty the accuracy of any such information reported to MBNA and, by conveying such information to City, does not undertake to perform on behalf of City any reporting, compliance or other requirement applicable to City pursuant to any law, regulation, executive order or court order. 18. City's Financial Information If requested by MBNA in writing, City shall provide MBNA with such information, as specified below, including without limitation: a. Annual Financial Statements. City shall deliver to MBNA within 180 days after the close of each fiscal year, audited financial statements, issued in accordance with state laws, reflecting its operations during such fiscal year, prepared in conformity with generally accepted accounting principles applicable to governmental entities, applied on a basis consistent with that of the preceding year. All such statements shall be examined by an independent certified public accountant acceptable to MBNA. The opinion of such independent certified public accountant shall not be acceptable to MBNA if qualified due to any limitations in scope imposed by City or its Subsidiaries, if any. Any other qualification of the opinion by the accountant shall render the acceptability of the financial statements subject to MBNA's approval. b. Financial and Other Information. City shall deliver to MBNA such other information as MBNA may reasonably request from time to time, including without limitation, financial statements and information pertaining to City's financial condition. Such information shall be true, complete, and accurate to the best of the city's knowledge and belief. 19. Notices Any notice, or other communication required or permitted to be given hereunder, shall be in writing and shall be deemed to be given when delivered by hand or sent by first class mail. facsimile (with transmission confirmed), telegram or telex to the parties as follows: (a) To MBNA MBNA AMERICA (DELAWARE), N.A. ll00 N. King Street, MS 0464 Wilmington, DE 19884-0464 (302) 432-2216 (302) 432-2491 - fax (b) To City City of Sanford, Florida 300 North Park Place. PO Box 1788 Sanford, FL 32772-1788 Attn: Ms. Donna Watt Fax: 407-330-5666 Either party may change its address by giving notice to the other party in accordance with this Section. 20. Authority City represents and warrants to MBNA that it is duly authorized to execute and deliver this Account Agreement, each Service Schedule(s), and Delegation of Authority, to procure Purchasing Cards on behalf of its employees and to obtain the Services hereunder, and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery, and performance and shall provide evidence of such authorized action (i..e., Board of Directors Resolution, Board of Trustees Resolution, statutory or regulatory authority as provided under applicable municipal law) upon request; the person signing this Account Agreement, each Service Schedule(s), and Delegation of Authority on its behalf is duly authorized to do so on its behalf; it has obtained all authorizations of any governmental body required in connection with this Account Agreement, each Service Schedule(s), and Delegation of Authority hereunder, and such authorizations are in full force and effect; and the execution, delivery, and performance of this Account Agreement, each Service Schedule(s), and Delegation of Authority hereunder shall not violate any law, ordinance, charter, by-law, or rule applicable to it or any agreement by which it is bound or by which any of its assets are materially affected. 21. Indemnification To the extent of the limitations of Section 768.28 of Florida statues, and without waiver of sovereign immunity, City shall indemnify and hold MBNA harmless from and against any and all claims, losses, liabilities and expenses of any nature, including reasonable legal expenses and attorneys fees, suffered or incurred by MBNA: 1) by reason of MBNA's reliance on any oral or written communication from the Program Manager or an authorized officer of City, which MBNA in good faith believes to be genuine and/or from whom previously genuine communications have been received; 2) pursuant to this Account Agreement, the Service Schedule(s), Direct Card Issuance Affidavit, Delegation of Authority; or 3) due to the wrongful cancellation of a Pumhasing Card made at the request of the City, except where caused by MBNA's gross negligence or willful misconduct. MBNA shall indemnify and hold City harmless from and against any and all claims, losses, liabilities and expenses of any nature, including reasonable legal expenses and attorney's fees, suffered or incurred by City; 1) by reason of City's reliance on any oral or written communication from the Account Manager or an authorized officer of MBNA, which City in good faith believes to be genuine and/or from whom previously genuine communications have been received, or 2) pursuant to this Account Agreement, the Service Schedule(s), Direct Card Issuance Affidavit, Delegation of Authority. 22. Force Majeure MBNA, as well as City, shall not be responsible for a delay or failure to perform due to causes or events not within its control, including, without limitation, an act of God or government, civil disturbances, fire or other catastrophe, electrical or computer failure, teleconununication failure, or delay or failure of City to act, 23. Modification As specified in die Cardholder Agreement, MBNA reserves die right to change the Cardholder Agreement at any time. MBNA shall notify die City of any changes by sending to die City and to the employees who are Cardholders a copy of the amended Cardholder Agreement at least thirty (30) days prior to the effective date of the change. In addition to MBNA's right to change the Cardholder Agreement, MBNA reserves the right to amend the terms and conditions of the Account Agreement, Exhibit(s) and Service Schedule(s), upon at least thirty (30) days' prior written notice to the City, so long as the amendments are acceptable to bodi the City and MBNA. The City shall be bound by the amendments if it uses or retains Purchasing Card(s), on the Account, on or after the effective date of the change. 24. Assigmnent MBNA may assign to others, including its parent, subsidiaries or affiliates or to the successor or surviving corporation of any such entity, ail or any part of its rights under this Agreement, including ail or any part of any balances owing the Account or Cardholders' Accounts. This may be done by MBNA at any time and widiout notice to City, so long as assignment does not place any additional obligation on City other than contained in die Account Agreement. City shall have no right to assign any rights under this Agreement without the prior written consent of MBNA. 25. Waiver The failure of either party to insist, in any one or more instances, on the performance of any terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term or condition, but the obligation of either party with respect thereto shall continue in full force and effect. 26. Governing Law Unless otherwise provided in the applicable Service Schedule, die Account Agreement and Service Schedules shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to that state's conflicts of laws principles, lssues relating to the authority of the City shall be governed under the laws of the State of Florida and that venue for any litigation shall be in the state and federal courts for Seminole County, Florida. 27. Revenue Sharing Program MBNA shall pay to City, on an annual basis, a rebate of the Annual Charge Volume of 40 basis points (.40%). If the City exceeds the projected annual spend volume, MBNA is willing to consider increasing die rebate up to an additional .10% (ten basis points). 'The Annual Charge Volume shall mean die net debits (charges) acquired by Cardholders through the use of the Purchasing Cards issued by MBNA to City under this Agreement, excluding all cash advances, credits, refunds, adjustments, credit losses, fraud, returns, interest, and all other fee transactions, related or not. 28. Entire Agreement The Account Agreement, Exhibit(s), and the Service Schedule(s) contain the entire agreement between MBNA and City, and no oral or prior written statements or representations not contained in the Account Agreement, Exhibit(s), or in the Service Schedule(s) shall have any force or effect with respect thereto. In the event that any provision of the Account Agreement, Exhibit(s), or any Service Schedule(s) shall be declared invalid or unenforceable by any court or tribunal of any kind having jurisdiction widi respect thereto, such determination shall not affect any other provision thereof, all of which shall remain in full force and effect. Additional Services may be included hereunder by executing additional Service Schedules with reference to this Account Agreement. IN WITNESS WHEREOF, MBNA mad City have caused this Account Agreement to be executed by their duly authorized officers on the date(s) specified below in this Account Agreement. MBNA AMERICA (DE~LA~3x.,RE), N.A. Print Name: ...-- ~,"~ Title: ~, ~'~M'~.~ VF Date: ~IM'0~ Date: By: Print Name: Title: Date: EXHIBIT "A" ANCILLARY PURCHASING CARD FEES CARD FEE: LATE PAYMENT FEE: OVERLIMIT FEE: FEE FOR DOCUMENTS: ANNUAL FEE: RETURNED CHECK/ACH PAYMENT FEE: INFOSPAN: MONTHLY REPORTS: The card fee shall be waived for the term of the Account Agreement. The Minimum Payment Due shall be considered to be past due if it is not received by MBNA on or before the Payment Due Date shown on each monthly stalement ("Payment Due Date"). A monthly fee of 2% of the outstanding balance, with a $15 minimum and a $50 maximum, or the maximum amount allowed under Florida law, whichever is less, may be charged on the Account, if Payment Due, including unpaid payments, is not received from the City within 60 days after the Payment Due Date. The overlimit fee shall be waived for the term of the Account Agreement· The document fees shall be waived for the term of the Account Agreement. The annual fee per Cardholder shall be waived for the term of the Account Agreement. The returned check and ACH payment fees shall be waived for the term of the Account Agreement. The installation fee and ongoing usage fees associated with this software shall be waived. Additional VISA Purchasing Card reports are provided during the term of the Account Agreement at no additional cost. IN WITNESS WHEREOF, MBNA and City have caused this Exhibit to be executed by their duly authorized officers on the date specified below in this Account Agreement. CI SA Title: ~O~_ ,~ ~'~ Date: SERVICE SCHEDULE STATEMENT, BILLING & PAYMENT OPTIONS The following terms and conditions are hereby made part of and constitute a Service Schedule to that certain MBNA Visa ® Purchasing Card Account Agreement dated as of 4. / 1 2 / 0 2 , by and between City and MBNA (the "Account Agreement"), the terms and conditions of which are incorporated by reference herein. In consideration of mutual promises contained herein, and intending to be legally bound hereby, the parties hereto, in regards to the Services selected below, agree as follows: A. STATEMENT OPTIONS ( Check the Desired Options Indicated Below): 1. CentrallyBilledAccounts: YES NO ~ T Monthly Cardholder Memo Statement. MBNA shall send monthly memo statements of Charges to each Cardholder. YES NO b. IX F Monthly Consolidated Statement Via Mail. MBNA shall provide a. consolidated statement each month to the City's Program Manager, designated below for the receipt of such statement, setting forth all charges incurred on the Account and the amounts of any delinquent unpaid charges. YES NO c. IX F Monthly Consolidated Statement Via Electronic Data Interchange ("EDI"). At City's option, MBNA shall submit the consolidated statement each month to the City via ED1 using the ANSIX .12 transaction set 810 release 3050 or as otherwise agreed to in writing by the City and MBNA. B. BILLING OPTIONS ( Check the Desired Options Indicated Below): 1. Monthly Billing Cycle Date Selection: MBNA offers 28 billing cycle dates (e.g. the Ist through the 28th of each calendar month) or a month-end billing option. If choosing a billing cycle date, then dates ending on a Saturday will cycle the previous business day, dates ending on a Sunday are processed on Sunday and dates ending on a Holiday are processed the next business day. __ City shall have the (insert desired day) of each calendar month as its Billing Cycle Date. or X City shall have month-end billing. 2. Centrally Billed Accounts: YES NO a. IX F Central Bill/Central Pay of Charges. City shall be fully responsible for all liability and payments on behalf of the Accounts issued under the Central Bill. 3. Diversion Billing of Accounts: YES NO H/A a. F F Central Bill/Central Pay of Charges Diversion Billing/Central Pay of Annual Card Fees. City shall be fully responsible for all liability and payments on behalf of the Accounts issued under the Diversion Bill including Annual Card Fees. C. PAYMENT OPTIONS ( Check the Desired Option Indicated Below): 1. Centrally Billed/Diversion Billing of Accounts: further certifies that City its rights under said YES NO a. F F City Payment by Automated Clearing House ("ACH"). On each consolidated monthly statement a date shall be provided as the "Closing Date," which is the last day in the period covered by the consolidated monthly statement. City shall pay all Charges on the consolidated monthly statements sent to City within 14 calendar days after the Closing Date of each such statement via ACH transaction from City's designated Demand Deposit Account. City authorizes MBNA to debit City's Demand Deposit Account or any other account with MBNA designated below by City, for any payments due under this Account Agreement or Service Schedule(s). City holds legitimate ownership of this account and pre-authorizes this periodic debit as part of ownership of the deposit account. Demand Depusit Account Number: City shall initiate payment Name of Financial Institution: Transit and Routing Number: D. DESIGNATED CITY PROGRAM MANAGER: Name: Donna M. Watt Title: Director of Finance & Administrative Services Address: P.O. Box 1788 City: Sanford Telephone#: (407)330-5610 E. DELIVERY ~STRUCTIONS: State: FL Zip:32772-1788 F~#: (407)330-5666 1. Consolidated Monthly Statements shall be delivered to the person/department designated below: Same As Above Name: Title: Department: Address: City: State: Zip: Telephone #: Fax #: 2. Initial Issuance of Plastics (i.e., Purchasing Cards) shall be delivered to the person/department designated below: Name: Same As Above Title: Department: Address: City: State: Telephone #: Fax #: Zip: 3. Renewal/Reissue~fP~astics(i.e.~rchasing~ards)shal~bede~iveredt~thepers~n/dep~mentdesi~atedbe~w: Name: Same As Above ' Title: Department: Address: City: State: Telephone #: Fax #: Zip: 1N WITNESS WHEREOF, MBNA and City have caused this Service Schedule to be executed by their duly authorized officers on the date specified below in this Service Schedule. Title: Date: