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1592 Suntrust Addendum \'1t9 I�t C's1 t,"^J SWORhi i 1�IQ Wednesday, September 04, 2013 CN PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM To: City Clerk RE: Suntrust Addendum to the agreement P-card & Agreement The item(s) noted below is/are attached and forwarded to your office for the following action(s): Development Order I Mayor's signature Final Plat(original mylars) I Recording Letter of Credit I Rendering Maintenance Bond jg Safe keeping(Vault) Ordinance Deputy City Manager Performance Bond Payment Bond Resolution n City Manager Signature n City Clerk Attest/Signature Once completed, please: n Return originals to Purchasing Return copies Special Instructions: ktui-20.Mari.Sol, Oralowerz From Date T:\Dept_forms\City Clerk Transmittal Memo-2009.doc 1 Commercial Card Agreement p1i11% SUNTRUST Enterprise Spend Platform Addendum r^-I Enterprise Spend Platform Terms and Conditions. This Addendum is an addendum to the Commercial Card Agreement between ' ' the Company and the Bank, dated the 15th day of August,2013(the"Agreement"), and is subject to the terms and conditions of the 1:1 Agreement. Any capitalized terms not defined in this Addendum shall have the meaning give to such terms in the Agreement. 1. Request for ESP; Non-Exclusive License;Confidentiality;Sharing of Supplier Information. (A) ESP Description. The Company (hereinafter also referred to as the "Licensee") desires to use the Bank's Enterprise Spend Platform ("ESP"). By signing and dating this Addendum,the Licensee requests that the Bank provide it with a license to use ESP, which license allows the Licensee, subject to the terms and conditions of this Addendum, to access ESP through the use of an Internet browser and to manage the Licensee's Card purchasing processes, administration and any present or future related services the Bank may offer to the Licensee from time to time. ESP is an online card management solution with an integrated suite of application modules for managing travel and entertainment, procurement, and payables. The core platform functionality includes card administration, program management, reporting tools, data management, accounting functions, and payables manager. (B) ESP Terms of Use, Utilization of Third-Party Service Providers,and Right to Use. (1) (a)The Licensee's use of ESP is subject to the terms and conditions set forth in the Agreement,this Addendum, and any other documents described in this Addendum. By signing this Addendum, the Licensee acknowledges receipt of a copy of, and agrees to be bound by, all of those terms and conditions. (b) The Bank agrees to provide ESP to the Company or the Affiliate subject to the terms and conditions contained in this Addendum. Details regarding ESP's functionality and certain formatting and other technical requirements that are relevant are provided in the ESP Reference Materials ("Materials"), as updated by the Bank from time to time, or as the Bank may separately disclose to the Licensee from time to time via additional documentation. (2) The Bank utilizes one or more third-party service providers, including their licensors and other subcontractors, ("TSPs") to provide ESP. Company agrees that(a)any reference to the Bank in any provision of the Agreement or this Addendum,which limits the Bank's liability to the Company, protects the Bank's data, intellectual property or other proprietary rights, or imposes an indemnification obligation on the Company will, with respect to ESP, be deemed to include the TSPs and (b)the TSPs are third party beneficiaries of those provisions and may enforce them directly against the Company. (C) Limited Use Rights and Restrictions on Use. The Licensee's rights to ESP are limited to a nonexclusive, revocable license for use solely in connection with ESP for the Licensee's internal business purposes (not for any third party's benefit)during the term of the Agreement. The Licensee may not transfer or assign any of its rights with respect to the license, and the license will be automatically revoked if this Addendum and/or the Agreement is terminated. The Licensee may not (i) sublicense, sell, lease, distribute or(except to its employees or agents) provide access to ESP to any third party, (ii) use ESP in a service bureau, time- sharing, outsourcing or similar arrangement, (iii) use ESP in any manner that is not expressly permitted herein, (iv) modify, decompile, reverse engineer, disassemble or create derivative works from ESP or (v) take any actions or engage in any conduct that violates the Bank's rights (or those of the TSPs)with respect to ESP. All rights not expressly granted hereunder are expressly reserved by the Bank. (D)Solicitation of Supplier Consent to Disclose Supplier Confidential Information. The Company acknowledges and agrees that the Company shall be responsible for obtaining any consents required from its Suppliers to enable the Company and/or the Bank to disclose a Supplier's confidential information to TSPs and other agents,the Bank, or the Company, as applicable. (E) Sharing of Supplier Information. Upon implementation of the Payables Manager module, the Company will provide the Bank, at minimum two times annually, a file that lists the Company's Suppliers, including Supplier contact information. 2. Security Procedures. (A) End User Passwords. Upon the Licensee's written request, the Bank will provide passwords to those individuals designated by the Licensee as users of ESP on the Licensee's behalf ("End Users"). The Licensee and the End Users are solely responsible for their use of ESP and for maintaining the confidentiality of passwords, account numbers and other information. The Licensee and End Users will immediately notify the Bank in the event a password or account number has been compromised. The Licensee has sole responsibility for any transactions that occur prior to the Bank's receipt of such notice and thereafter for the period of time it takes the Bank to reasonably act upon the notice. Passwords may be changed by the Bank upon the Licensee's or End User's request. The Licensee agrees that the Bank may give the new password to anyone the Bank believes in good faith is the Licensee's End User. The Licensee agrees that these security procedures are commercially reasonable. (B) Strict Compliance with ESP Terms of Use. The Licensee will not, and will not permit any employee, agent or other third party to take any action that would interfere with the effective operation of ESP or violate the terms of use of ESP or any applicable law or regulation relevant to the Program or the Agreement and this Addendum. 3. Implementation. ESP shall be implemented using the Licensee's Requirements as communicated in writing by the Licensee to the Bank. "Licensee Requirements" include the Licensee's specific approval processes, including, but not limited to, purchasing rules, spending limits, approval routing requirements, and other specifications regarding the Licensee's account. Licensee is 317763(11/2012) Page 1 of 2 SunTrust Corporate Forms responsible for confirming the accuracy of the Licensee Requirements implemented on ESP.Within ten (10)days after the close of the first billing cycle during which transactions are posted through ESP, Licensee will review the Licensee Requirements and deliver written notice to the Bank either: (a) confirming that the Licensee Requirements are accurately implemented on ESP or(b) specifically describing the Licensee Requirements that are not accurately implemented on ESP. Failure to deliver timely notice will be deemed confirmation that the Licensee Requirements are accurately implemented and accepted by the Licensee. 4. Limited Warranty; Disclaimers;Limitation of Liability; Indemnification re ESP. (A) Limited Warranty. The Bank warrants that, in all material respects, ESP will comply with the functionality and other requirements as described in the Materials, as amended from time to time; provided, however, the Bank will have no responsibility for any defects that result from the Licensee's own conduct. In the event of any breach of such warranty, Licensee's sole and exclusive remedy will be for the Bank to bring ESP into compliance with the Materials within a reasonable period of time. If the Bank is not able to bring ESP into compliance within a reasonable period of time, the Licensee has the right to terminate this Addendum by giving the Bank no less than ten(10)days prior written notice of its desire to do so. (B) Disclaimer. Except as set forth in Section 4(A), and to the maximum extent permitted by law, the Bank disclaims all representations and warranties of any kind, whether express or implied, with respect to ESP, any equipment or software that the Licensee uses in connection with ESP services and any Materials, including the implied warranties of merchantability, fitness for a particular purpose,title and non-infringement. (C) No Guaranty of Uninterrupted/Error-Free ESP. The Bank makes no guarantees or representations that(i)the operation of ESP will be uninterrupted or error free, (ii) Data transmitted over the Internet will be free of viruses, disabling devices or other harmful components, (iii)any information or reports that are transmitted over the Internet will be secure or tamper-proof, or(iv) a person may gain unauthorized access to ESP, unless the Bank failed to meet its standard of care under this Addendum in giving that person a password as outlined in Section 2(A). (D) Limitation of Liability. Section 13 of the Commercial Card Agreement shall apply to the Company's use of ESP pursuant to this Addendum. (E) Licensee Indemnification. The Licensee will indemnify, protect and hold the Bank harmless from and against any and all losses, damages, liabilities, claims, demands, and judgments (collectively "Claim"), together with all costs, charges, and expenses, imposed in any manner upon or accruing against the Bank relating to the performance of the Licensee in connection with and/or the use of ESP by the Licensee(and, if the Licensee is the Company, the use by the Company and all of its Affiliates,) and End Users or any other parties who access ESP via Company, including, but not limited to (1) Licensee's breach of Section 3 of this Addendum and (2) any other Licensee breach of this Addendum or the Agreement. Licensee will, at its own expense, defend any action or proceeding brought against the Bank in connection with any such Claim. 5. System Changes. The Bank reserves the right, in its sole discretion, to modify ESP from time to time by enhancing, adding to, and/or removing functionality. 6. Proprietary Rights. The Bank and/or its TSPs retain all ownership and other rights in ESP(and any enhancements, modifications or derivative works, thereto), the Materials and in any related Trade Secrets, copyrights and other intellectual property rights. In addition, the Licensee acknowledges that ESP and the Materials are the Confidential Information of the Bank and/or to its TSPs and is subject to Section 19 of the Agreement. This Addendum does not provide any proprietary or intellectual property rights to the Licensee. 7. Duration of License. The License to ESP will begin on the "License Effective Date," which is the earlier of (a) the date this Addendum is signed by the Bank, or (b) the first date of use of ESP by the Company, and will continue until either party gives to the other at least thirty (30) days prior written notice of termination; provided, however, the License will automatically terminate upon termination of the Agreement. The Bank may suspend or terminate the provision of ESP at any time without notice in the event the Bank reasonably believe-t at the Licensee has materially breached the Agreement or this Addendum. Company City of Sanford SunTrust Bank By IAMA Name: Jeff Trip ett Name: Christopher Hardimon Title: Mayor Title: SVP Date: 08/15/13 Date: gl ( L ATTEST: Print Name: c_„(v 1;A Portz( (..Qk 4-- 317763(11/2012) Page 2 of 2 SunTrust Corporate Forms