1592 SunTrust Commercial Card Agrmt (2) SCANNEID
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PURCHASING DEPARTMENT
TRANSMITTAL MEMORANDUM
To: City Clerk
RE: Suntrust- Executed Commercial Card Agreement City Government- Pcard Program
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
n Development Order Mayor's signature
n Final Plat (original mylars) ❑ Recording
1 1 Letter of Credit 1 1 Rendering , /',
❑ Maintenance Bond ® Safe keeping (Vault) t _ -C - ' ,1121 1 6 — V
1 Ordinance Deputy City Manager yz..t-
1 1 Performance Bond n Payment Bond 7-7--/-3
Resolution n City Manager Signature
City Clerk Attest /Signature
Once completed, please:
1 1 Return originals to Purchasing
n Return copies
Special Instructions:
Marisol Ordonez A dpif , r/ 94--q,--(E_
Fro Date
T: \Dept_forms \City Clerk Transmittal Memo - 2009.doc
idyl / Commercial Card Agreement
b J SUN TRUST City Governments
This Commercial Card Agreement ( "Agreement "), effective as of Z.P. / DS / 2013 ( "Effective Date ") between SunTrust Bank
( "Bank ") and City of Sanford ( "Company ") located at 300 N. Park Avenue, Sanford, FL 32771.
Recitals
A. The Company has applied to the Bank for commercial card account services and associated technology solutions ( "Program ") to
be established in the name of the Company.
B. The Bank agrees to provide the Program to the Company under the terms and conditions stated below, including the Schedules,
Exhibits and Addendums attached to this Agreement, which are incorporated herein by this reference.
Terms and Conditions
1. Definitions.
(a) "Activation Date" means the date the first Card is used by the Company for a purchase transaction.
(b) "Affiliate" means any corporation or other entity which controls, is controlled by, or is under common control with, the
Company. For purposes of this definition, "control" means direct or indirect ownership of more than 50% of the voting interest or
economic interest in a corporation or more than 50% of the equity interests in the case of any other entity, or such other
relationship whereby a party controls or has the right to control the Board of Directors or equivalent governing body of a corporation
or other entity.
(c) "Authorized User" means any person other than a Cardholder, whom the Company or any Cardholder authorizes to use the
Card.
(d) "Card" or "Cards" means any physical card and /or Card Account issued by the Bank to the Company for its Cardholders.
(e) " Card Account" means the ac count number established for each Card under the Company Account for posting Card
transactions and other account activities.
(f) "Card Credit Limit" means the credit limit of each Card Account in effect from time to time.
(g) "Cardholder" or "Cardholders" mean the individual in whose name a Card is issued or who is designated by the Company as
being expressly authorized to use a Card. The Company acknowledges that this definition of a Cardholder is for the purpose of this
Agreement only and may not apply with respect to other commercial card services or features including the Network Corporate
Liability Waiver or Travel Insurance programs.
(h) "Cardholder Agreement" means the agreement between the Bank and a Cardholder governing the use of a Card attached to
this Agreement as Schedule D, as may be amended by the Bank from time to time.
(i) "Cash Advances" means cash obtained from any financial institution, merchant, or automated teller machine ( "ATM ") or money
orders, travelers checks or similar cash -like transactions.
(j) "Charges" means all purchases and Cash Advances charged to the Company Account or Card Account.
(k) "Company" means the Company described above and, if applicable, any of its Affiliates designated by the Company on the
attached Schedule C. The Company will have the right to amend Schedule C to (i) delete one or more of its Affiliates upon written
notice to the Bank, and (ii) add designated Affiliates upon the prior approval of the Bank.
(I) "Company Account" means the account to be established by the Bank in the name of the Company. The Company Account
includes one or more Card Accounts each with a specified account number.
(m) "Company Credit Line" means the credit limit established for the Company.
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(n) "Confidential Information" means all non - public information regarding the parties and Personally Identifiable Information and
will include all Trade Secrets and Confidential Business Information of the Bank and any third party information that the Bank or
Company is obligated to hold in confidence, including, but not limited to, Trade Secrets and Confidential Business Information of
any such third party, including Suppliers. As used herein, "Trade Secrets" mean trade secrets as defined under Florida law, as
amended from time to time, and will include without limitation and without regard to form, technical or non - technical data, a formula,
a pattern, a compilation, a program, a software program, a device, a method, a technique, a drawing, a process, financial data,
financial plans, product plans, non - public forecasts, studies, projections, analyses, all customer data of any kind, or a list of actual
or potential customers or Suppliers, business and contractual relationships, or any information similar to the foregoing which: (a)
derives economic value, either actual or potential, from not being generally known and not being readily ascertainable by proper
means to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. As used herein, "Confidential Business Information" means any
valuable, secret business information, other than Trade Secrets, that is either designated or identified as confidential at the time of
the disclosure. In accordance with the foregoing, all software that the Bank provides to Company, whether owned by the Bank or
any third party provider, will be considered "Confidential Information" pursuant to this Agreement. "Confidential Information"
does not include information that (i) is or becomes generally known to the public not as a result of a disclosure by either party, (ii) is
rightfully in the possession of the receiving party prior to disclosure by the disclosing party without the obligation of confidentiality,
(iii) is received by the receiving party in good faith and without restriction from a third party, not under a confidentiality obligation to
the disclosing party and having the right to make such disclosure, (iv) is independently developed by the receiving party without
use of or access to the disclosing party's Confidential Information, or (v) is disclosed with the prior written approval of the disclosing
party.
(o) "Control Account(s)" means commercial card billing accounts that are billed directly to the Company. Multiple Control
Accounts may be associated with the Company Account. Each Control Account may have multiple Card Accounts that are
associated with each Control Account. Card transactions that post to Card Accounts that are associated with a Control Account are
memo posted to the Card Account and billed to the applicable Control Account. In order for a card transaction to be authorized,
there must be sufficient credit available on the Card Account as well as the Control Account.
(p) "Fees" mean the fees described on the attached Schedule B.
(q) "Network" means MasterCard Incorporated or Visa Inc, as identified on Schedule A. The Network is the payment system
through which the Program is processed in accordance with the rules and standards surrounding its use.
(r) "Personally Identifiable Information" means the Company's information obtained by the Bank by virtue of the Bank's provision
of the services requested by the Company under this Agreement including Cardholder names, addresses, telephone numbers,
email addresses, Card information, Card numbers, Credit Limits, account information and other personally identifying information.
(s) "Program Administrator" means the person(s) the Company designates on Schedule A, in connection with the day -to -day
operation and administration of the Program as described in Section 4(b).
(t) "Supplier" means the provider from whom the Company, Cardholder or Authorized User procures products and services
utilizing a Card as the payment vehicle.
(u) "Unauthorized Use" means the use of a Card by a person other than a Cardholder or Authorized User who does not have
actual, implied, or apparent authority for such use, and from which the Company, Cardholder and /or an Authorized User received
no benefit, directly or indirectly.
2. Services.
(a) Establishment of Company Account and Initial Company Credit Line. The Bank will establish a Company Account for the
Company under the Program with the initial Company Credit Line and otherwise in the manner described in this Agreement, the
Schedules, Exhibits and Addendums. The Bank will have sole discretion over the management, operation, content and features of
the Program and, subject to the terms of this Agreement, may from time to time modify any aspect of the Program.
(b) Lending to Company Credit Line /Credit Card Limits and Modification of Limits. The Bank will lend money to the
Company (and Cardholders) up to the Company Credit Line and Card Credit Limits by way of Charges to the Card Accounts in
accordance with this Agreement. The Charges and Fees owed by Company may not exceed the Company Credit Line at any time.
Notwithstanding Section 16 of this Agreement, the Bank reserves the right, in its sole discretion, to modify the Company Credit Line
and /or the Card Credit Limits at any time, without prior notice.
3. Charges and Fees.
(a) Use of Cards. The Company and its Cardholders and Authorized Users may use the Cards to (i) charge the purchase of
goods or services; and (ii) receive Cash Advances as indicated on Schedule A. Any such use of a Card, whether or not the Card
was presented (such as Internet, mail or telephone order purchases) or the Cardholder's signature was obtained, or by use of a
PIN, results in a Charge to the Card Account. For each Cash Advance, the Bank adds an additional Fee to the Cash Advance
balance as described in Schedule B. The amount of the Cash Advance also may include a surcharge imposed by the merchant.
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(b) Foreign Exchange. The Bank and applicable Network convert any Charge made in a foreign currency into U.S. dollars using
the conversion rate in effect on the day the transaction is posted to the Company Account or any Card Account (currently either a
wholesale market rate or a government- mandated rate) and adds the Network conversion charge and the Bank's current
conversion charge, not to exceed 2% of the Charge amount (the "Foreign Exchange Fee "). The currency conversion rate and
Foreign Exchange Fee may not be the same as existed on the day the Cardholder or Authorized User made the transaction. The
Bank and applicable Network will use this procedure if a credit is subsequently given for the transaction. The currency conversion
rate on the date of the original transaction may differ from the rate in effect on the date the credit was issued. The Bank will deduct
the Foreign Exchange Fee from this credit amount. As a result, the amount of the credit may be different from the amount that was
originally charged for the transaction. The amount of the transaction after conversion (including Foreign Exchange Fee) is shown
on the statement as either a purchase or cash advance.
(c) Late Payment Fees. If the amount due in the periodic statement is not paid in full on or before the stated payment due date,
the unpaid portion of the outstanding balance will be shown in subsequent periodic statements as a "past due amount." If the past
due amount is greater than twenty -five dollars ($25.00), the Bank may assess a fixed dollar amount or percentage of the past due
amount as described in the attached Schedule B ( "Late Payment Fee ") to the Company Account or Card Account in the periodic
statement. If the past due amount is not paid, the Bank may assess the Late Payment Fee in each subsequent periodic statement
until full payment is made.
4. Company Responsibilities.
(a) Use of Program and Cards for Business Purposes only in Accordance with Agreement By signing this Agreement, the
Company is bound by all of the terms and conditions and any subsequent amendments. The Company agrees (and agrees to
notify its Cardholders) that the Card may be used for business purposes only and will not be used for personal, family or household
purposes, or for any transaction illegal under state or federal law (such as casino gambling on the Internet). Additionally, the Cards
and Accounts may not be used to transmit a bet or wager by any means which involves the use, in whole or in part, of the Internet.
The Company hereby represents and warrants that any and all transactions involving use of the Cards or Accounts will not violate
these prohibitions. The Company will be solely responsible for establishing and monitoring internal procedures or guidelines for its
Cardholders' use of the Cards. The Bank will have no obligation to inquire or verify whether any use of a Card or any Charge to the
Card Account complies with such procedures or guidelines, except as may be required by applicable law.
(b) Appointment and Duties of Program Administrators. The Company authorizes the Program Administrator(s) (designated
on Schedule A) to complete, on behalf of the Company, documentation in connection with the day -to -day operation and
administration of the Program (each a "Request "). The Bank may deal with any person who identifies himself /herself as a Program
Administrator in all matters relating to the operation and administration of the Program and is entitled to rely on any Request or
notice signed by any Program Administrator and on any instructions, authorization or information received from such person. The
Bank is not responsible for any Program Administrator that exceeds the limits of their authority. The Company may change the
person(s) designated as a Program Administrator by written notice to the Bank and any such change will be effective upon receipt
by the Bank of such notice, after the Bank has a reasonable opportunity to act.
(c) Encrypted Email. The Company recognizes that unencrypted email is inherently insecure and that all data communications
and transfers occur openly and can be monitored, intercepted, rerouted, copied and read by others. If the Company chooses to
communicate with the Bank using unencrypted email, the Company assumes the entire risk for its unencrypted electronic
communications.
(d) Cardholder Identification Information. The Company will provide to the Bank the identification information regarding each
Cardholder as described on Schedule A and update this information as requested by the Bank from time to time during the term of
this Agreement. The Company is responsible for notifying each Cardholder that such identification information is being provided to
the Bank for the purpose of establishing a Card Account.
5. Card Issuance to Cardholders. The Company will send a Request for Cards to be issued to Cardholders with the name and Card
Credit Limit (subject to the Bank's approval) for each designated Cardholder. Upon receipt of a Request, the Bank will issue and
send to each Cardholder a Card together with a copy of the Bank's then current Cardholder Agreement. The Bank may issue
renewal, replacement or temporary replacement cards for any Card from time to time.
6. Company and Cardholder Liability/ Payment Procedure.
(a) Company Liability for All Charges and Fees. The Company will be liable for all Charges and Fees even if the aggregate of
all outstanding Charges and Fees exceeds the Company Credit Line or the Cardholder exceed his or her authority. The Bank will
send the Company and each Cardholder periodic statements in a manner agreed upon by the parties detailing the Charges and
Fees which are due upon receipt and must be paid in full by the Company on or before the payment due date stated in the periodic
statement.
(b) Payments. All payments will be made in U.S. dollars which are drawn on a U.S. financial institution. Payments will be made by
mail at the address shown on the periodic statements or by other electronic means agreed upon by the parties. Payments will be
deemed paid upon receipt and will be credited as of the date of such receipt. If the Bank receives a payment in an amount less
than the outstanding balance shown on the periodic statement, the Bank may apply such partial payments to the balance as the
Bank elects.
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7. Liability for Unauthorized Use. The Company agrees to promptly notify the Bank of any lost or stolen Card, Unauthorized
Use of a Card, and /or termination of the employment of any Cardholder (call toll free at 1- 800 - 836- 8562). The Company is
liable for all extensions of credit obtained through the use of the Company Account by (a) a Cardholder and (b) any Authorized
User whether or not (i) the Bank is notified about such Authorized User's use and /or (ii) the Authorized User exceeds the limit the
Company or Cardholder authorized or intended. So long as the Company follows the Disputes and Chargebacks procedures set
forth in Section 15, the Company will not be liable for any Unauthorized Use of any Card unless the Unauthorized Use occurs as a
result of the Company's lack of reasonable security precautions and controls regarding the Cards or the Unauthorized Use results
in a benefit, directly or indirectly, to the Company. Written notification can be sent to SunTrust Bank at, P.O. Box 598202, Orlando,
Florida 32859 -8202.
8. Network Corporate Waiver Protection Program. The Company may be eligible for reimbursement under the applicable Network
Corporate Waiver Protection Program ( "Network Waiver Program "). The type and amount of Charges which qualify for
reimbursement will be determined by the applicable Network and the Network may change the terms of the Network Waiver
Program at any time. The Bank will provide a copy of the terms and conditions associated with such Network Waiver Program
upon request.
9. Termination.
(a) Term of Agreement. Unless terminated earlier as provided in this Agreement, the initial term of this Agreement shall be for five
(5) years from the date of execution by both parties. After the initial tem, this Agreement shall automatically renew for three (3)
consecutive one (1) year periods under the terms and conditions contained herein (as may be amended from time to time);
provided, however, either party may terminate this Agreement during the initial term or any renewal term at any time upon at least
sixty (60) days prior written notice to the other party.
(b) Termination of Agreement by Either Party. Either party may terminate this Agreement effective immediately if the other
party:
(i) fails to make any payment required under this Agreement when due and such failure continues for thirty (30) days
thereafter,
(ii) fails to pay any other obligation to the other party or its Affiliates when due and such failure continues for thirty (30) days
thereafter,
(iii) fails to perform any material term or condition of this Agreement and such failure is not cured within thirty (30) days
following receipt of written notice thereof,
(iv) breaches any representation or warranty under this Agreement and such breach is not cured within thirty (30) days
following receipt of written notice thereof,
(v) experiences an insolvency or the filing of bankruptcy proceedings against it, or
(vi) experiences a liquidation or dissolution.
(c) Termination of Agreement by Bank. The Bank may terminate this Agreement effective immediately if:
(i) the Company supplies any credit information that is false,
(ii) the Company is sold, merged, dissolved, or otherwise ceases to do business,
(iii) garnishment or attachment proceedings are initiated against the Company or its property,
(iv) the Bank, using its reasonable and customary credit underwriting criteria, determines that Company's financial position has
deteriorated to the extent that Company has become an unacceptable credit risk: or
(v) any other term or condition of this Agreement permits termination by the Bank.
(d) Obligations upon Termination of Agreement. Upon termination of this Agreement:
(i) all outstanding Cards will be cancelled and all rights or benefits of the Company or any Cardholder with respect to the
Cards will be revoked or withdrawn;
(ii) the Company will immediately be liable for the aggregate of all Charges and Fees whether or not then posted to the
Company Account or any Card Account, including without limitation Charges not yet incurred, accrued Fees and interest
accrued or to accrue, and all such sums will immediately be due and payable by the Company;
(iii) the Bank has the right to set -off any of the Company's accounts with the Bank or any of the Bank's Affiliates in order to
pay sums due under this Agreement; and
(iv) the Company will pay any and all costs, expenses, and reasonable attorneys' fees (including allocated costs for in -house
counsel expenses) for the collection of sums due and owing under this Agreement.
10. Cards and Cancellation of Cards.
(a) Ownership of Cards. All Cards remain at all times the property of the Bank, cannot be transferred and will be destroyed or
surrendered to the Bank upon demand. Notwithstanding any other provision in this Agreement, the Bank may cancel or suspend
the right to use any Card for any reason without notice.
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(b) Notification to Terminate Cardholder /Authorized User Usage Rights. In the event a Cardholder's or Authorized User's
employment or other relationship with the Company is terminated, the Company will immediately notify the Bank and Request
cancellation of such Cardholder's or Authorized User's Card. Until the Company's cancellation notice is received by the Bank and
the Bank has the reasonable opportunity to act, the Company will be liable for all Charges (including non - Business Charges) and
Fees to the Card Account made after such Cardholder's or Authorized User's termination.
(c) Company Cancelation of Cards and Continued Liability for Charges and Fees. The Company may direct the Bank to
cancel any Card at any time for any reason by providing a written Request to the Bank. The Company will be liable for all Charges
and Fees to the Card Account made prior to the time the Bank receives the Request and has a reasonable opportunity to act.
(d) Liability for Pre - authorized Payments. The Company will be liable for any pre- authorized payments charged to a Card
Account, even after the Card is cancelled, unless the Company provided a written cancellation request to the merchant prior to the
Charge. If requested, the Company will provide the Bank with a copy of the written cancellation request to the merchant.
11. Issuance of PINs /Liability. The City waives the right to issue PINs and /or have access to cash advances.
12. Representations and Warranties. The Company represents and warrants that:
(a) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement,
(b) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which such authority is
required to fulfill its obligations hereunder, and
(c) its execution of this Agreement will not violate any other agreement between such party and any third party.
The Company's failure to fulfill the above representations and warranties will be deemed a material default and the Bank will, upon
notice to the Company, have the right to terminate this Agreement immediately. In such event, the Company must pay all sums
owed hereunder will be immediately.
13. Limitation of Liability/Indemnification re the Program.
(a) Limitation of Bank Liability. The Bank is not liable for any claim made or loss or damages suffered by the Company arising
directly or indirectly from the Company's use of the Program except for damages which the Company suffers as a result of the
Bank's gross negligence or willful misconduct related to the terms of this Agreement. The Company agrees to the maximum extent
provided by law that the Bank will never be liable for any special, punitive, exemplary, indirect or consequential damages, including
but not limited to, lost profits and lost revenues, without regard to the form of the Company's claim or action or whether the
Company's claim is in contract, tort or otherwise, and even if the Bank knew such losses or damages were possible or likely.
Notwithstanding anything to the contrary in this Agreement, in no event shall the Bank be liable to Company for losses or damages
of any kind whatsoever incurred during the term, including by way of breach or indemnity, in an amount greater than the amount of
Fees paid to Bank by Customer for the three (3) month period prior to the date upon which such liability arises.
(b) No Guaranty of Uninterrupted /Error -Free Program. The Bank always attempts to ensure that its Program will be
operational, and to respect any available Card Credit Limit or any other available limit requested by the Company. However, the
Bank cannot warrant that the Program will be uninterrupted or error -free or that such limits will always be respected in each case,
due to limitations of the Bank's authorization systems, systems management and ordinary stand -in processes, and of the
applicable Network commercial card system including merchant set -up features. The Company therefore waives any and all claims
that it may have against the Bank arising out of the use and performance of the Program, except for claims for damages referred to
in Section 13(a).
(c) Disclaimer of Bank Liability for Defective /Poor - Quality Merchandise or Services Acquired via Card. The Bank is not
responsible for any defects in or poor quality of the merchandise or services obtained by means of any Card. Any claim or dispute
between the Company and a merchant or Supplier, including with respect to the merchant's or Supplier's right to compensation,
will be the object of a direct settlement among the Company and the merchant or Supplier and any such dispute will not affect the
Company's obligation to pay all Charges in full to the Bank in accordance with the terms of this Agreement.
(d) Disclaimer of Bank Liability for Third -Party Actions /Omissions. The Company also acknowledges that some aspects of
the Program, benefits or enhancements may be supplied by third -party providers of the Bank, and the Bank is not responsible or
liable for anything in connection with those third -party Program aspects, benefits or enhancements.
(e) Company Indemnification. The Company will indemnify, defend, protect the Bank and hold the Bank harmless from and
against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments,
liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses, including without limitation, reasonable
attorneys' fees and expenses, (collectively "Claims ") imposed in any manner upon or accruing against the Bank that arise out of or
relate to any and all:
(i) Company's or any Cardholder's /Authorized User's /Program Administrator's breach of this Agreement, including, but not
limited to confidentiality and information security breaches and breaches of representations and warranties;
(ii) Company's or any Cardholder's /Authorized User's /Program Administrator's negligence, willful misconduct or fraud;
(iii) payments, compensation, damages, or other amounts, however characterized or determined, to a third party (including,
without limitation, SunTrust's providers whose products or services are utilized for Program delivery, suppliers from whom
Company, Cardholders or Authorized Users purchase products /services pursuant to the Program, or governmental and
other regulatory authorities), which the Bank has reimbursed or may be obligated to pay as a result of any of the foregoing
matters described in subsections (i) and (ii) above;
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(iv) disputes between (i) the Company and any Cardholder /Authorized User (including Claims arising out of the Bank's use of
Cardholder personal information for obtaining credit information); (ii) the Company and any Affiliate (including Claims
arising out of actions taken by the Company on an Affiliate's behalf under this Agreement) unless such Claim is solely the
result of Bank's gross negligence or willful misconduct; and (iii) the Company (including its employees, agents and
representatives) and any Supplier.
(v) Actions or inactions that the Bank takes or omits based upon the direction or instructions of the Company, any
Cardholder, any Program Administrator or any Authorized User.
(f) Sovereign Immunity. Notwithstanding any other provision of this Agreement, nothing herein shall be deemed to be a waiver of
Company's sovereign immunity, or any defenses Company may have pursuant to Section 768.28, Florida Statues.
14. Unassigned Cards. Upon the Company's Request, the Bank, in its sole discretion, may issue one or more "Unassigned Cards."
"Unassigned Cards" are Cards issued in the name of the Company only without designating a specific Cardholder as authorized to
use the Card. Any person using the Card from time to time will be the "Cardholder" of the Card. The Bank is not liable for any
refusal to honor the Unassigned Card by any other bank or any seller or lessor of goods or services based upon the absence of the
Cardholder's name and signature /ID of an individual Cardholder. The Bank will not issue a PIN in connection with an Unassigned
Card and no Cardholder may obtain Cash Advances. The Bank will provide Card Account statements for each Unassigned Card to
the Company. Notwithstanding anything stated herein to the contrary, the Company understands the increased risk involved in
using Unassigned Cards and agrees to assume full liability for all Charges and Fees made with the Unassigned Card, whether or
not the Charges were authorized or unauthorized. The Company will indemnify the Bank from and against any and all liability,
claims, demands, judgments, or other disputes, together with all costs, charges and expenses imposed in any manner upon or
accruing against the Bank or arising out of, or in any way relating to the Bank's issuance of Unassigned Cards.
15. Disputes and Chargebacks.
(a) Periodic Statements. The Bank will send the Company and each Cardholder periodic statements detailing the Charges and
Fees to the Card Accounts. If the Company (or Cardholder) does not notify the Bank of a dispute with regard to any Charge or Fee
within sixty (60) days after the billing cycle date, the Company agrees that the periodic statement will be deemed conclusively to be
correct.
(b) Notification of Fraudulent/Unauthorized Use Transactions. In the event a transaction is posted to a Card Account involving
a fraud, Unauthorized Use or other situation in which a merchant may be liable for such transaction under the applicable Network
operating regulations, the Company or Cardholder will notify the Bank immediately. The Company or Cardholder will provide the
Bank a written statement specifically describing the circumstances of such transaction. The Bank will attempt to charge the
transaction back to the merchant in accordance with the Network operating regulations and any chargeback accepted by the
Network will be credited to the Company's next periodic statement.
(c) Bank Decline of Payments Marked "Payment in Full." The Bank will not accept checks, money orders, or any other items
for payment marked "payment in full" (or other similar language) if such payment is less than the full amount due except by a
written agreement signed by an authorized officer of the Bank. All communications regarding disputed charges, including checks,
money orders, or any other items sent as "payment in full" of a disputed amount must be sent to the SunTrust Bank, P.O. Box
4910, Orlando, Florida 32802 -4910.
16. Amendment. Except as otherwise provided by the terms, provisions and conditions of this Agreement and /or any Schedules,
Exhibits or Addendums thereto, the terms and conditions of this Agreement and the Company's right to use the Card may be
altered or amended by the Bank at any time at the Bank's sole discretion by written notice to the Company not less than thirty (30)
days prior to the effective date of the amendment. Use of the Card after the effective date of the amendment constitutes
acceptance of the alteration or amendment. Any such amendment is effective upon the date stated in the notice. Any other
modification, amendment, or waiver of this Agreement by Company, whether in whole or in part must be in writing, signed by both
parties.
17. Assignment/Telephone Monitoring /Credit Information.
(a) Assignments. The Bank may assign all rights under this Agreement to another bank, company, or an Affiliate of the Bank
without prior notice. The Company may not assign or transfer this Agreement or any Card without the Bank's prior written consent.
The merger or consolidation of the Company will be deemed to be an assignment of this Agreement. If transferred or assigned
without the Bank's prior written consent, this Agreement will be deemed terminated.
(b) Telephone Call Monitoring. The Bank has the right to monitor telephone calls relating to its performance under this
Agreement. Such monitoring will be conducted by the Bank's employees or agents and all information will remain confidential.
(c) Credit Inquiries. The Bank is authorized to make whatever credit inquiries regarding the Company it deems appropriate and to
share information regarding the Company Account with the Bank's Affiliates.
18. Periodic Review /Financial Information. The Company understands and acknowledges that the Bank has provided the Program
to the Company on the basis of the Company's financial condition at the time the Company applied for the Company Account.
Upon the Bank's request, the Company agrees to submit to the Bank from time to time updated financial information. If the
Company fails to submit financial information when requested by the Bank or if, based upon review of the submitted financial
information, the Bank determines that the Company's financial condition has adversely changed, this Agreement may be
immediately terminated by the Bank.
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19. Confidentiality /Privacy.
(a) Restrictions. The parties understand and agree that they may be provided or otherwise may obtain the Confidential
Information of the other party or third parties of such party, such as, for instance, Suppliers of the Company or third -party providers
of the Bank. The parties agree, unless otherwise stated herein, that
(i) they will keep all Confidential Information in strict confidence, using such degree of care as appropriate to avoid
unauthorized use or disclosure;
(ii) they will not, directly or indirectly, disclose any Confidential Information to any third party other than permitted parties
(such as third -party providers of the Bank), except with the other party's prior written consent; and
(iii) upon the termination of this Agreement or at any time either party may request, the receiving party will deliver to the
disclosing party, or, at the disclosing party's option, will destroy all Confidential Information that the receiving party
possesses or has under its control; provided, however, the Bank has the right to retain a reasonable number of copies of
Confidential Information as may be required by applicable law.
(b) Permitted Disclosures and Use of Confidential Information. Notwithstanding anything stated herein to the contrary, the
parties are permitted to use and /or disclose the Confidential Information as follows:
(i) The parties may disclose to their personnel, state and federal regulators, and agents (such as third -party providers of the
Bank) having a need to know such Confidential Information in connection with the implementation and operation of the
Program in accordance with this Agreement. The parties will instruct all their respective personnel and agents as to their
obligations to be bound by the terms and conditions of this Agreement prior to their being given access to the Confidential
Information.
(ii) The parties may disclose the Confidential Information pursuant to the order or requirement of a court, administrative
agency, or other governmental or law enforcement body having jurisdiction over the receiving party (provided, however, if
permitted by applicable law, each party will notify the other party in writing in advance of such disclosure so that the other
party may take appropriate action to protect the Confidential Information) or on a confidential basis to the receiving party's
legal, financial, or security advisors.
(iii) The Bank (and its third party providers /agents) may use and disclose Personally Identifiable Information as follows,
provided that at all times the Bank complies with all applicable laws and regulations: (aa) to process Card transactions
and receive, store and transmit associated data, including Confidential Information, and to otherwise maintain and support
the Company's and Affiliates' Card Accounts; (bb) to communicate with the Company and Affiliates regarding issues
relating to Card transactions; (cc) for internal business planning purposes; and (dd) to obtain services from third parties,
provided that any such third party is bound by obligations prohibiting use by or disclosure to any third party of such
Personally Identifiable Information other than for purposes of performing services as required hereunder. Notwithstanding
the above, the Bank will not use or sell the Personally Identifiable Information for the purpose of soliciting Cardholders for
services not related to this Agreement; provided, however, the Bank may solicit any Cardholder whose name is obtained
through a source other than the Personally Identifiable Information obtained by the Bank under this Agreement.
(iv) The Company grants the Bank the right and license to use the Company's name, trademarks, service marks, copyrights
and logos and other textual information in connection with the Program.
(v) The parties agree that any data or information, other than Personally Identifiable Information or a party's Confidential
Information, that relates in any manner to Card usage and that is acquired by the Bank in the course of its provision of its
services under this Agreement will belong equally to the parties, and nothing in this Agreement will prohibit either party
from disclosing or using such data or information in its aggregate form.
(c) Remedies. The parties acknowledge that the disclosure of Confidential Information may cause irreparable injury and damages,
which damages may be difficult to ascertain. Therefore, upon a disclosure or threatened disclosure of any Confidential Information,
the disclosing party will be entitled to injunctive relief (without being required to post bond), including, but not limited to, a
preliminary injunction and the receiving party will not object to the entry of an injunction or other equitable relief against it on the
basis of an adequate remedy at law, lack of irreparable harm or any other reason. Without limiting the foregoing, each party will
advise the other party immediately in the event that it learns or has reason to believe that any person or entity that has had access
to Confidential Information, directly or indirectly, through the parties, has violated or intends to violate the terms of this Agreement.
This provision will not in any way limit such other remedies as may be available to the parties at law or equity.
(d) Florida Public Records Act. Notwithstanding any other provision of this Section 19, including but not limited to subsection (c)
above, Bank acknowledges that Company is subject to the Florida Government in the Sunshine Laws, including Chapter 119,
Florida Statutes, and Chapter 286, Florida Statutes, (the "Sunshine Laws ") regarding its legal obligation to disclose information that
may otherwise be considered Confidential Information under this Agreement and to hold meetings open to the public. Nothing in
this Section 19, including but not limited to subsection (c), will be deemed to prohibit Company from disclosing information in
accordance with the Sunshine Laws, and Company's compliance with the Sunshine Laws shall not be considered a breach of its
obligations under this section 19 or to entitle Bank to an injunction under Section 19(c) above. To the extent legally permissible,
Company shall notify Bank of any request for Confidential Information made pursuant to the Chapter 119, Florida Statutes.
317806 (7/12) Page 7 of 14
SunTrust Corporate Forms
20. Enforcement of Rights and Governing Law. This Agreement is binding upon the assigns and successors of the Company.
Except to the extent federal law is applicable, the interpretation, effect, and validity of this Agreement will be governed by the laws
of the State of Florida. If any portion of this Agreement is declared invalid or unenforceable for any reason, such portion is deemed
severed and the remainder of this Agreement will remain fully valid and enforceable. The Bank can delay enforcing its rights under
this Agreement without waiving those rights. A waiver of rights in one instance will not be a waiver in other instances.
21. Survival. Sections 3 - 7; 9; 12 - 21; and 23, and all other provisions of this Agreement which may reasonably be interpreted or
construed as surviving the termination thereof, will survive the termination of this Agreement.
22. Miscellaneous. The non - performance of a party will be excused for the period of any delay caused by any force majeure event,
including act of God, war, terrorism, or any other cause beyond the party's reasonable control. If any provision of this Agreement is
held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. Each party to this
Agreement is responsible for compliance with the Agreement by its Affiliates and their respective employees and authorized
agents.
23. Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO
ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS -CLAIM AGAINST THE OTHER
ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF
WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS
OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.
24. Counterpart. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of
which together will constitute one and the same instrument.
25. Facsimile and Email Delivery. A duplicate or copy of this signed Agreement delivered by facsimile or email attachment will be as
effective and enforceable as an original manually signed Agreement. A digital, electronic or photo static image of this signed
Agreement maintained in the Bank's record retention system will be as effective and enforceable as an original manually signed
Agreement.
26. Entire Agreement. This Agreement and the incorporated Schedules, Addendums and Exhibits constitute the entire Agreement
between the parties. There are no understandings or agreements related hereto other than those which are expressed herein, and
all prior negotiations, agreements, and understandings, whether oral or written, are superseded by this Agreement.
27. Bank Secrecy Act Requirements. In order to comply with the reporting requirements of the Bank Secrecy Act and the USA
PATRIOT Act, the Bank is required to obtain, verify and record the following information from the Company and its Affiliates prior to
establishing a new account: legal entity name, street address, taxpayer identification number and other information that allows the
Bank to identify the Company and its Affiliates.
28. Notices. Notices permitted or required under this Agreement related to the following matters, must be in writing and delivered by
personal delivery, by certified mail or by overnight carrier mail, return receipt requested: (a) notices of default; (b) notices intended
to amend this Agreement, including changes to Company Program Administrator(s) and Company Affiliates; and (c) notices of
termination. All other notices may also be delivered by electronic mail and will be deemed given upon personal electronic reply
acknowledging receipt. Written notices can be sent to SunTrust Bank at, Mail Code 1044, 200 S. Orange Ave, Orlando, FL 32801,
Attn Commercial Card Services, and to th- ompany at the addresses provided in Schedule A.
The parties have caused this Agreement • be e -cuted by their duly authorized representative as of the date set forth below with
Effective Date stated in the opening para• aph of thi Agreement.
Company City of Sanford SunTrust Bank
By: j,,1 By:
Name: Jeff Tripl: ' L�r Name: Scott Beckett
Title: Mayor Title: Group Vice President
Date: Date: June 5, 2013
ATTEST: .2,tA • f l�k �( ' l ' L/
he
Print Name: J anet Dougherty, City Clerk
317806 (7/12) Page 8 of 14
SunTrust Corporate Forms
1
S UN RUST Commercial Card Agreement — Schedule A
Company (Parent) Company Affiliate (If applicable)
City of Sanford
Attention
Cynthia Lindsay
Street Address City State Zip Code
300 N. Park Avenue Sanford FL 32771
I. Network.
® MasterCard ❑ Visa
II. Commercial Card Program.
® Purchasing Card ❑ Corporate Card ❑ Executive Corporate Card ❑ Central Travel Account
III. Cash Advances
❑ Shall be permitted
® Shall not be permitted
IV. Fees. Unless otherwise specified on Schedule B, company fees shall be invoiced via:
• Card Statement
❑ Account Analysis: Company payments processed via Company Deposit Account @ SunTrust — DDA
"Account Analysis" means the Bank's billing system used to manage billing for certain Bank products /services. If the
Company elects to use Account Analysis for billing and payment of fees due the Bank pursuant to this Agreement, the
Company, by listing its Deposit Account number in this Schedule A authorizes the Bank to direct debit such fees to the
Company Deposit Account.
V. Cardholder Information Requirement.
The Company shall provide the following Cardholder information:
Name, business address, billing address, telephone number, and the last four digits of the cardholder's social security number
VI. Card Delivery. The Card(s) shall be delivered to:
® The Company at:
Attention
Cynthia Lindsay
Street Address City State Zip Code
300 N. Park Avenue Sanford FL 32771
❑ The Individual Cardholder
VII.Program Administrators. The Company designates the following individual(s) as an authorized Program Administrator(s) to
submit Requests to Bank:
Name Signature Title
Cynthia Lindsay Finance Director
Email Address Telephone
cynthia.lindsay @sanfordfl.gov 407 - 688 -5026
Street Address City State Zip Code
300 N. Park Avenue Sanford FL 32771
317806 (7/12)
Page 9 of 14
SunTrust Corporate Forms
Name Signature Title
Bill Smith Purchasing Manager
Email Address Telephone
bill.smith @sanfordfl.gov 407 - 688 -5028
Street Address City State Zip Code
300 N. Park Avenue Sanford FL 32771
Name Signature Title
Marisol Ordonez Purchasing Technician
Email Address Telephone
ordonezm @sanfordfl.gov 407 - 688 -5030
Street Address City State Zip Code
300 N. Park Avenue Sanford FL 32771
Name Signature Title
Email Address Telephone
Street Address City State Zip Code
The Company and each Affiliate may change its designated Program Administrator(s) by delivering a new, signed Schedule A to
the Bank. Each subsequent Schedule A Program Administrator designation will supersede any and all prior Schedule A
designations previously submitted by the Company or Affiliate.
VIII. Company Credit Line. $tbd
IX. Account Controls.
(A) Card Accounts (not applicable for Card Accounts managed under the Enterprise Spend Platform program): Specific controls
regarding Card Accounts are established during the implementation process and may be amended from time to time by the
Company or the Bank. Card Account controls may be amended from time to time by the Bank and may be amended by the
Company only upon prior written approval of the Bank.
(B) Emergency Replacement Cards: In the event any Card is lost, stolen, or damaged and a replacement Card is required during
weekends, holidays, or Bank closing hours, the Cardholder may call the Network to obtain a temporary Emergency Replacement
Card. The Company understands and acknowledges that Network Emergency Replacement Cards are not controlled by the
Company's account controls set forth o he Implementation Form but, rather, are controlled in accordance with the standard
Network operating procedures in effe at t' - time of replacement. The Network Emergency Replacement Cards are valid for a
limited period of time and the Cardh• der mu t immediately contact the Bank for a permanent Card which shall be issued with
the Company's account controls.
City of Sanford
Company:
41
By: ;0i •
Name: Jeff Triplett
P
Title: Mayor
Date: t / . C.
317806 (7/12) Page 10 of 14
SunTrust Corporate Forms
■1111" SUN RUST Commercial Card Agreement — Schedule B
Company:
Date:
Fee Schedules
Card Fees
Item Cost
Annual Card Fee $0
Annual Executive Card Fee (Corporate Card Only) $100 per card
Central Travel Account (CTA) Annual Fee $150 per account
Annual Rewards Fee (Corporate Card Only) $75 per enrolled card
Cash Advance Fee 3% ($3 minimum)
Late Fee Central Bit 1.5% of outstanding balance
Late Fee Individual Bill (Corporate Card Only) $30
Foreign Transaction Fee Pass through from Network (currently 1 %)
Non- Sufficient Fund Fee $29 each
Copy of Sales Slips & Statements $5 each
Card Replacement Fee None
"Rush" Delivery Fee for Card Replacement $25
Program Administration Annual Maintenance Fee $3,500. Paid in arrears if prior year's Annual Spend does not
exceed $500,000
Company Fees
Item " Cost
One Time Fees
Card Design: Logo $0
Card Design: Custom Plastic Priced upon request
Data Extract: File Set -up Fee (Standard) Included
Data Extract: File Set -up and Maintenance Fee (Custom) per file $2,500
Data Extract Auto - Generate Set -up Fee $1,500
Data Extract: Auto - Delivery Set -up Fee $1,500
ESP Module: Statement Manager Set -up Fee Included
ESP Module: Expense Manager Set -up Fee $5,000
ESP Module: Payables Manager Set -up Fee $5400 Waived
ESP Module: Requisition Manager Set -up Fee $5000 Waived
ESP Module: Transaction Manager Set -up Fee (Single Level Approval) $1•400 Waived
ESP Module: Transaction Manager Set -up Fee (Multi Level Approval) $5000 Waived
FTP Set -up Fee $2,500
File Translation Set -up Fee and Maintenance Fee per file $2,500
Imaging Set -up Fee $1,000
Online Form Set -up Fee (Standard Forms) Included
Online Form Set -up Fee (Custom Forms) Up to $1,000 per form
Third Party Data Import Set -up Fee $5,000 per 3 Party
Training: Instructor lead, web -based for Program Administrators (s) Included
Training: On site $2,500 per day
Monthly Fees
Expense Report Fee $2.00 per expense report
Imaging Fee $0.35 per image ($100 minimum per month)
Statement Manager: 3 Party Statement Fee $2.00 per statement
Miscellaneous Fees
Professional Services $250 per hour
317806 (7/12) Page 11 of 14
SunTrust Corporate Forms
Net -Spend Rebate Program
In accordance with the table, below, at the end of each rebate period, the Company shall receive a revenue share of its Net Spend*
based upon the following calculation. The Annual Spend* amount shall determine the Rebate Rate. The Net Spend shall be the Annual
Spend less "Cash Transactions" ( "Cash Transactions" mean transactions from financial institutions such as cash advances,
convenience checks, travelers' checks, gift cards, etc.) and "Large Ticket Transactions" ( "Large Ticket Transactions" mean transactions
that are processed at the Network's large transaction interchange rates). At the end of each rebate period, the Net Spend Rebate* shall
be the Net Spend for the rebate period, multiplied by the Rebate Rate described below and reduced by charge -offs (which may carry
over to subsequent rebate periods). Charge -offs mean all amounts that remain unpaid by the Company or Cardholder for a period of
180 days, including personal charges made by the Cardholder or Authorized User.
Rebate periods are yearly (on a 12 -month cycle) commencing the month of the Activation Date and shall continue for consecutive
yearly periods during the term of the Agreement. Rebate payments shall be paid to the Company by ACH within sixty (60) days after
the end of each rebate period.
REBATE RATE
P -Card P -Card P -Card P -Card P -Card C -Card
Monthly Bill Monthly Bill Monthly Bill 2x Monthly Bill Weekly Bill Monthly Bill
Annual Spend 7 day pay 18 day pay 25 day pay 10 day pay 5 day pay 25 day pay
< $1,000,000 0% 0% 0% 0% 0% 0%
$1,000,000 to $25,000,000 1.21% 1.10% 1.03% 1.20% 1.30% 0.85%
$25,000,000 to $50,000,000 1.36% 1.25% 1.18% 1.35% 1.45% 0.95%
>$50,000,000 1.46% 1.35% 1.28% 1.45% 1.55% 1.05%
* Net Spend Rebate = [Net Spend x Rebate Rate] — [Chargeoffs]
Net Spend = [Annual Spend] — [Large Ticket Transactions] — [Cash Transactions]
Annual Spend = [Purchases] + [Cash Transactions] — [Credits] — [Fees]
Visa Large Ticket Rebate Program
At the end of each rebate period, the Company shall receive a revenue share of its Visa Large Ticket Transactions based upon the
following calculation. The Visa Large Ticket Rebate shall be the sum of the Visa Large Ticket Transactions for the rebate period
multiplied by .0035. Rebate periods are yearly (January through December) commencing the month of the Activation Date and shall
continue for the term of the Agreement. Rebate payments shall be aggregated with the Net -Spend Rebate Program and paid to the
Company by check or ACH within sixty (60) days after the end of the rebate period.
Rebate Payments
The Bank will initiate the rebate to the Company by ACH credit entry to the depository account noted below within sixty (60) days following
the established rebate payment time as set forth in this Schedule B. Company also authorizes Bank to initiate ACH debits to the Company's
depository account as necessary to correct errors in Rebate payments.
This Authorization will remain in effect until the Company notifies Bank in writing (in accordance with the notice provisions of the Agreement)
to revoke this Authorization and the Bank has a reasonable time to implement the revocation.
The Bank is authorized to terminate the Authorization at any time by written notice mailed to Company's last known address.
The Bank is authorized to send the Commercial Card Rebate ACH payment to Depository Bank Name
Wells Fargo Transit and Routing Number 121000248
Account Number 2000014470828 in the name of City of Sanford
( "Company Depository Account ").
This Authorization is subject to the terms and conditions of this Agreement, any other account agreements, and applicable State and Federal
law and regulations in effect from time to time. Company also agrees to be bound by the NACHA Operating Rules.
317806 (7/12) Page 12 of 14
SunTrust Corporate Forms
SCHEDULE C
To Commercial Card Agreement
Participating Entities
As of June 11, 2013
Bay County BOCC City of Weston
Broward Center for the Performing Arts City of Winter Park, FL
City of Sunrise Coffee County BOE
City of Casselberry Collier County BOCC
City of Cocoa Beach Collier Mosquito Control District
City of Coconut Creek County of Gloucester, VA
City of Coral Springs Florida Virtual Schools
City of Defuniak Springs Hamilton County School Board
City of Eustis Lee County Port Authority
City of Fort Lauderdale Lehigh Acres Fire Control
City of Hialeah Osceola County Sheriff's Office
City of Hialeah Gardens Pasco County Sheriff's Office
City of Holly Hills Piedmont Triad Regional Water Authority -
City of Kissimmee PTRWA
City of Melbourne Santa Rose County School District
City of Miami Beach Sarasota County School District
City of Miami Gardens School Board of Alachua County
City of Miami Springs Seminole County BOCC
City of Miramar Seminole County Sheriff
City of Mount Dora Southwest Florida Water Mgmt.
City of Ocoee St Johns River Water Mgmt.
City of Oviedo Town of Davie
City of Parkland Town of Ft. Myers Beach
City of Port Orange, FL Town of Wilkesboro
City of Sanibel University Medical Services Assoc.
City of South Miami (UMSA)
City of Tybee Island, GA USF Medical Services Support Corp
City of Venice, FL (UMSSC)
City of West Park Volusia County
317272 (10/06)
Page 1 of 1
SunTrust Corporate Forms
Ilb1� SUN TRUST RUST Schedule D- MasterCard Cardholder Agreement
Schedule D
Cardholder Agreement
MasterCard Commercial Card Cardholder Agreement
The SunTrust MasterCard Commercial Card is being issued to you at the request of your Employer. "Card" means
the enclosed MasterCard Card (and all replacements) issued by SunTrust Bank (the "Bank "). "Card Account" means
the account established by the Bank in connection with your Card. "Charges" means all purchases and cash
advances charged to the Card Account. "Employer" means the Company (or other business sponsor) that authorized
the Bank to issue the Card to you as an employee to use for legitimate business purposes. "Fees" means the fees
under the Card Account established by your Employer's program administrator. This cardholder agreement (the
"Agreement ") is between the Bank also referred to as "we ", "our", and "us" and you (also referred to as the
Cardholder).
You agree to the terms and conditions below.
Liability and Use of the Card
1. By accepting, signing or using the Card or the Account you are agreeing to the terms and conditions of this
Agreement.
2. You agree that this Card will be used only by you solely for legitimate business purposes as defined by the
Employer. You agree not to use the Card for personal, family or household purposes.
3. The Credit Limit for your Card will be established from time to time as requested by the Employer and approved
by the Bank. At your Employer's request, a portion of your Credit Limit may be available for cash advances. You
agree not to use your Card in any manner which would cause the aggregate of your Charges and Fees to
exceed, at any time, such Credit Limit. The Bank may approve transactions which exceed your Credit Limit, but
the Bank is not obligated to do so. The Bank may increase or decrease your Credit Limit or change the portion
available for cash advances at any time without prior notice to you. The Bank is not responsible if any merchant,
financial institution or other person refuses to honor the Card.
4. You may use the Card to charge purchases to the Card Account and, if permitted by the Employer, to obtain
cash advances, either directly from us, through use of an ATM, or through another financial institution honoring
the Card; or purchase a money order, travelers check or similar item (each a "cash advance "). Any such use of a
Card results in a Charge to the Card Account, whether or not the Card was presented (such as Internet, mail or
telephone order purchases), your signature was obtained, or you used a PIN."
5. We shall record all Charges with respect to your Card, as well as all Fees, service charges, credits and
adjustments against the Card Account.
6. You may not return any purchase which you obtained with the Card for a refund, other than by way of a Card
Account credit. Upon receipt of a credit issued by a merchant, the Bank shall post the credit to the Card Account.
If the Bank does not receive the credit prior to the time the related purchase is included in the Card Account
Statement (as defined below), the amount of the related purchase shall be paid by the stated payment due date.
7. We shall not be responsible for any defect in, or the quality of any purchase obtained from a merchant. Any claim
or dispute between you and any merchant with respect to any purchase, including any right to set -off or
compensation, shall be settled directly between you and the merchant and shall have no effect on your
indebtedness to us. We will not be responsible, nor will you seek to hold us responsible, if any merchant refuses
to honor the Card, or for any other problems you may have with any merchant.
8. You acknowledge that the Card does not provide you with MasterCard card benefits or features except for those
agreed to by your Employer.
Automated Teller Machines (ATM's)
9. Use of your Card and PIN for transactions on ATM's will be governed by this Agreement as may be amended
from time to time.
10. Transaction records issued through ATM's are solely for your convenience and, in the event of any dispute as to
the accuracy of any such record, our decision based on our internal records shall be conclusive and binding on
you.
•
318792 (5/11) Page 1 of 3
SunTrust Corporate Forms
11. We reserve the right without notice to withdraw and /or cancel your privilege of use of ATM's.
12. Transactions at ATM's other than the Bank's may be subject to separate or additional conditions.
Statements; Account Settlement
13. We will send you a periodic statement of account (a "Card Account Statement ") for each month in which Charges
have been posted to your Card Account or there is an outstanding balance. You are responsible for promptly
submitting expense reimbursement requests to your Employer for all Charges and Fees in accordance with your
Employer's internal policies and procedures. If requested by the Bank, you agree to confirm in writing the
Charges and Fees for which you have submitted expense reimbursement requests to your Employer.
14. Promptly upon receipt, you agree to examine each periodic Card Account Statement. If you do not notify the
Bank of an error or omission with regard to any Charge to the Card Account within sixty (60) days after the billing
date, you agree that such Card Account Statement shall be deemed conclusively to be correct.
15. The Bank and MasterCard convert any Charge made in a foreign currency into U.S. dollars using the conversion
rate in effect on the day the transaction is posted to the Card Account (currently either a wholesale market rate or
a government- mandated rate) and adds a MasterCard conversion charge and the Bank's current conversion
charge, not to exceed 2% of the Charge amount (the "Foreign Exchange Fee "). The currency conversion rate
and Foreign Exchange Fee may not be the same as existed on the day you made the transaction. The Bank and
MasterCard will use this procedure if a credit is subsequently given for the transaction. The currency conversion
rate on the date of the original transaction may differ from the rate in effect on the date the credit was issued.
The Bank will deduct the Foreign Exchange Fee from this credit amount. As a result, the amount of the credit
may be different from the amount that was originally charged to the Card Account for the transaction. The
amount of the transaction after conversion (including Foreign Exchange Fee) is shown on the Card Account
Statement as either a purchase or cash advance.
Lost or Stolen Card; Disclosure of PIN; Liability
16. You agree to promptly notify the Bank of any lost or stolen Card or Unauthorized Use of a Card (call toll
free at 1- 800 - 836- 8562). There shall be no liability for any Unauthorized Use of any Card unless the
Unauthorized Use occurs as a result of the your lack of reasonable security precautions and controls regarding
the Cards or the Unauthorized Use results in a benefit, directly or indirectly, to you and /or your Employer.
"Unauthorized Use" means the use of a Card by a person other than you or an authorized user who does not
have actual, implied, or apparent authority for such use, and from which the Employer, you and /or an authorized
user received no benefit, directly or indirectly. Written notification can be sent to SunTrust Bank at, P.O. Box
598202, Orlando, Florida 32859 -8202.
17. If your Employer has requested issuance of a personal identification number ( "PIN ") to you, you will not disclose
the PIN to any person and you will keep your PIN separate from your Card. In the event that the PIN has been
stolen, you must notify the Bank immediately (call toll free at 1- 800 - 836 - 8562). In the event your PIN is
disclosed to any unauthorized person, whether by your failure to maintain confidentiality of the PIN, failure to
keep the PIN and the Card separate or otherwise, you shall be liable for all transactions through use of the PIN
whether or not incurred by you.
Cancellation
18. The Card at all times remains our property and we have the right at any time, without notice, to cancel the Card
and to revoke or withdraw all your rights or privileges in respect of the Card. The Employer may cancel your Card
at any time for any reason. Upon cancellation, you cease to be entitled to use the Card or to be entitled to any
benefits or features available with respect to the Card and you shall immediately return the Card to us or
surrender it to our agents upon request. Use of the Card or Card Account after notification of its cancellation may
be fraudulent and may result in the Bank taking legal action against you. Even after the Card Account is closed,
you remain responsible for any Charges according to the terms of this Agreement.
19. We may inform merchants honoring the Card that it has been cancelled or revoked and, if you are asked to
surrender an expired or revoked Card by a merchant, you must do so.
Credit and Personal Information; Telephone Monitoring
20. Information concerning your use of the Card or Card Account may be furnished by the Bank to the Employer.
The Employer has provided us with your personal information for the purpose of establishing your Card Account.
Upon request, you agree to promptly give the Bank accurate information about yourself including updated
financial and location information. To improve customer service and security, your telephone communications
with the Bank may be monitored and recorded.
318792 (5/11) Page 2 of 3
SunTrust Corporate Forms
Amendments and Waiver
21. We may amend or modify any of the terms of this Agreement, your Credit Limit and /or any benefits or features
available or offered with the Card at any time and the changes can apply to all outstanding indebtedness and to
any future Charges on your Card Account. We may replace the Card at any time. We reserve the right to amend
or discontinue any benefit or privilege available with respect to the Card.
22. No term or provision of this Agreement will be deemed to have been waived and no breach excused, unless
such waiver or consent to breach shall be in writing and signed by the party claimed to have waived or
consented. Any express or implied consent to any party to, or waiver of, a breach by the other shall not constitute
a consent to, waiver of, or excuse for any other different or subsequent breach.
Miscellaneous
23. If any provision of this Agreement is held to be unenforceable, invalid or void, all other provisions will
nevertheless continue in full force and effect.
24. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida and
applicable federal law. THE CARDHOLDER IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF FLORIDA AND THE UNITED STATES OF AMERICA AND VENUE IN ORANGE
COUNTY FLORIDA AND AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT MAY BE COMMENCED IN SUCH COURTS. CARDHOLDER AND THE BANK EACH
IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATED TO THIS
AGREEMENT.
318792 (5/11) Page 3 of 3
SunTrust Corporate Forms
p S7%NI WS _ RM X
It Item No. G
CITY COMMISSION MEMORANDUM 1 19.0
JUNE 24, 2013 AGENDA
To: Honorable Mayor and Members of the City Commission
PREPARED BY: Cynthia Lindsay, Director of Finance
SUBMITTED BY: Norton N. Bonaparte, Jr., City Manager
SUBJECT: Approval of a contract for a PCard vendor
SYNOPSIS:
A request to approve a contract with SunTrust for Purchasing Card (PCard) processing for the
City's PCard program.
FISCALISTAFFING STATEMENT:
The fiscal impact would be approximately a $76,000 increase in miscellaneous revenues due to
rebates on a new product we would be implementing through SunTrust.
BACKGROUND:
The current vendor for the City is Bank of America, which was obtained under a state contract.
The state contract has now expired and is with FIA Services. However, this is a no cost contract
but is a revenue generator for the City. With the estimated revenue mentioned above along with
the current rebates of approximately $6,500, the City will make about $82,500 per year through
this program.
The new program would allow us to pay vendors electronically vs. paper checks and at the same
time earn a rebate on those amounts.
Staff's desire was to locate a provider that would integrate with our system and provide more
detailed information. SunTrust has this capability, not only with the new product but also with the
card in hand product we have currently. The software platform that SunTrust utilizes will enable
all the vendor and description information to pass from their software to ours and integrate into our
system to allow employees to see who they purchased an item from as well as what that item was.
The current system just states PCard for the vendor. SunTrust also has another product which we
will be implementing which allows us to replace our current field purchase order system that is
mainly paper based with an electronic system and better controls.
LEGAL REVIEW:
The City Attorney has reviewed the actions, as stated, and has no legal objection.
RECOMMENDATION:
It is staff's recommendation that the City Commission approve the contract with SunTrust for
PCard processing.
SUGGESTED MOTION:
"I move to approve the PCard contract with SunTrust."
Attachments:
SunTrust Pcard contract
P•G
Oil S� NT UST Commercial Card Agreement
SUN TRUST City Governments
This Commercial Card Agreement ( "Agreement "), effective as of / / 2013 ( "Effective Date ") between SunTrust Bank
( "Bank ") and City of Sanford ( "Company ") located at 300 N. Park Avenue, Sanford, FL 32771.
Recitals
A. The Company has applied to the Bank for commercial card account services and associated technology solutions ( "Program ") to
be established in the name of the Company.
B. The Bank agrees to provide the Program to the Company under the terms and conditions stated below, including the Schedules,
Exhibits and Addendums attached to this Agreement, which are incorporated herein by this reference.
Terms and Conditions
1. Definitions.
(a) "Activation Date" means the date the first Card is used by the Company for a purchase transaction.
(b) "Affiliate" means any corporation or other entity which controls, is controlled by, or is under common control with, the
Company. For purposes of this definition, "control" means direct or indirect ownership of more than 50% of the voting interest or
economic interest in a corporation or more than 50% of the equity interests in the case of any other entity, or such other
relationship whereby a party controls or has the right to control the Board of Directors or equivalent governing body of a corporation
or other entity.
(c) "Authorized User" means any person other than a Cardholder, whom the Company or any Cardholder authorizes to use the
Card.
(d) "Card" or "Cards" means any physical card and /or Card Account issued by the Bank to the Company for its Cardholders.
(e) " Card Account" means the ac count number established for each Card under the Company Account for posting Card
transactions and other account activities.
(f) "Card Credit Limit" means the credit limit of each Card Account in effect from time to time.
(g) "Cardholder" or "Cardholders" mean the individual in whose name a Card is issued or who is designated by the Company as
being expressly authorized to use a Card. The Company acknowledges that this definition of a Cardholder is for the purpose of this
Agreement only and may not apply with respect to other commercial card services or features including the Network Corporate
Liability Waiver or Travel Insurance programs.
(h) "Cardholder Agreement" means the agreement between the Bank and a Cardholder governing the use of a Card attached to
this Agreement as Schedule D, as may be amended by the Bank from time to time.
(i) "Cash Advances" means cash obtained from any financial institution, merchant, or automated teller machine ( "ATM ") or money
orders, travelers checks or similar cash -like transactions.
(j) "Charges" means all purchases and Cash Advances charged to the Company Account or Card Account.
(k) "Company" means the Company described above and, if applicable, any of its Affiliates designated by the Company on the
attached Schedule C. The Company will have the right to amend Schedule C to (i) delete one or more of its Affiliates upon written
notice to the Bank, and (ii) add designated Affiliates upon the prior approval of the Bank.
(I) "Company Account" means the account to be established by the Bank in the name of the Company. The Company Account
includes one or more Card Accounts each with a specified account number.
(m) "Company Credit Line" means the credit limit established for the Company.
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SunTrust Corporate Forms Page 1 of 14