1605* Sun Trust Addendum - Commercial Card AgreementMonday, December 16, 2013
PURCHASAING EP-I%Hrrm�^acjr
TRANSIV RT�� L Ml� MOR ANDUM
To: City Clerk -
RE: Suntrust Addendum No. 2 for Commercial Card Agreement
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
R
Development Order
F-1
Mayor's signature
F-1
Final Plat (original mylars)
F]
Recording
of Credit
R
Rendering
❑Letter
Maintenance Bond
Z
Safe keeping (Vault
❑
Ordinance
[:]
Deputy City Manager
❑
Performance Bond
F]
Payment Bond
❑
Resolution
❑
City Manager Signature
City Clerk Attest/Signature
Once completed, please:
D Return originals to Purchasing
R Return copies
El
Special Instructions:
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From
T:\Dept_fon-ns\City Clerk Transmittal Memo - 2009.doc
Date
Commercial Card Agreement
SUNTRUST Buyer Initiated Payments (BIP) Addendum
Buyer Initiated Payments Terms and Conditions,
1. Buyer Initiated Payment Description. The Company desires to use the Bank's Enterprise Spend Platform ("ESP") Buyer
Initiated Payments ("BIP") payment option, as defined in this sectionBIP is another payment option for the purchasing
Gard/payables product offering. Buyers will have the ability to push payments directly to the supplier's terminal for payment
processing and settlement as follows: Buyer toads a payable for the exact amount of the approved invoice, the supplier card
is funded, the payment is authorized and Is settled via the supplier's terminal and the funds are deposited into the supplier's
deposit account. The supplier receives a payment confirmation detailing the invoices that have been paid. With this payment
method, there Is not a need for a supplier to maintain the account number. The payment is automatically pushed and
processed with all of the required card information. Suppliers participating In BIP will be required to complete a new merchant
agreement with SunTrust Merchant Services. All suppliers on the BIP payment method are required to be a SunTrust
Merchant Services client.
2. BIP Terms of Use, Utilization of Third -Party Service Providers, and Right to Use.
(a) Company's use of BIP is subject to the terms and conditions set forth in the Agreement, this Addendum, and any other
documents described in this Agreement. By signing this Addendum, the Company acknowledges receipt of a copy of,
and agrees to be bound by, all of those terms and conditions.
(b) AS A CONDITION OF USING BIP, THE COMPANY HEREBY AGREES TO IRREVOCABLY WAIVE ANY AND ALL
CHARGEBACK RIGHTS IT MAY HAVE ON ANY PAYMENT MADE TO A SUPPLIER USING THE BIP PAYMENT
OPTION.
(c) The Bank utilizes one or more third -party service providers, including their licensors and other subcontractors, ("Tsps")
to provide BIP. Company agrees that (a) any reference to the Bank in any provision of the Agreement or this Addendum,
which limits the Banks liability to Company, protects the Bank's data, intellectual property or other proprietary rights, or
imposes an indemnification obligation on Company will, with respect to BIP, be deemed to include the TSPs and (b) the
TSPs are third party beneficiaries of those provisions and may enforce them directly against Company.
Company
City of Sanford
By:
Name:
Jeff Triplett
Title:
Mayor
Date:
1-1,
SunTrust Bank
By: . ....... ......
Name:
Title.
Date:
319049 (10112) Page i of 1
SunTrust Corporate Forms
m
ED
Wednesday, September 04, 2013
PURCHASING DEPARTMEN"r
"T"RAISISMITTAL., 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
❑
Mayor's signature
❑
Final Plat (original mylars)
❑
Recording
❑
Letter of Credit
❑
Rendering
❑
Maintenance Bond
❑
Safe keeping (Vault)
M
Ordinance
❑
Deputy City Manager
F-1
Performance Bond
F-1
Payment Bond
F-1
Resolution
F-1
City Manager Signature
El
R
City Clerk Attest/Signature
Once completed, please:
F-1 Return originals to Purchasing
❑ Return copies
F-1
Special Instructions:
mowi�.a{, ord44�-
From
TADept_l`6rms\City Clerk Transmittal Memo - 2009.doc
q I ql� C3,
Date
147
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SuNTRuST
Commercial Card Agreement
Enterprise Spend Plafform Addendum
Enterprise Spend Platform Terms and Conditions. This Addendum isan addendum to the Commercial Card Agreement between
the Company and the Bank, dated the 15th day of August, 2013 (the nt">.and ie subject to the terms and conditions of the
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").Bysigning and dating this Addendum, the Licensee requests that the Bank provide itwith olicense bouse ESP,
which license allows the Licensee, subject to the hanno and conditions ofthis Addendum, to oououo ESP through the use of an
Internet browser and to manage the Licensee's Card purchasing pmcoaoeo, administration and any present orfuture related
services the Bank may offer tothe Licensee from time totime. ESP imanonline card management solution with anintegrated suite
of application modules for managing travel and entertainment, procurement, and payables. The core p|atfbrTfunctionality 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 nfESP issubject hothe 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 ofe copy of, and
agrees hobobound by, all ofthose terms and conditions.
(b) The Bank agrees to provide ESP 0othe Company orthe Affiliate subject tn 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 ("K8obyda|s"), as updated by the Bank from time totime, oras the Bank may
separately disclose to the Licensee from time to time via additional documentation.
(3) The Bank utilizes one ormore third -party service pmvidem, including their licensors and other subcontractors, (''TSPs") to
provide ESP. Company agrees that (a)any reference hothe Bank inany provision ofthe Agreement nrthis Addendum, which
limits the Bank's |ibi|i h Company,the Bank's data, intellectual property orother proprietary rights, orimposes
an indemnification obligation on the Company will, with respect to ESP. bodeemed toinclude the TSPeand (Wthe TSPeare
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 toa 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 orassign any of its rights with respect to the |ioenme, and the license will be
automatically revoked if this Addendum and/or the Agreement is terminated. The Licensee may not (i) sublicense, ao||. |eose.
distribute o/(except to its employees or agents) provide access 0o ESP boany third party, (ii) use ESP in o service bunaou, time-
sharing, outsourcing or similar arrangement, (iii) use ESP in any manner that io not expressly permitted herein, (iv) mndify,
deoompi|o, 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 bythe Bank.
(D) Solicitation of Supplier Consent to Disclose Supplier Confidential Information. The Company acknowledges and agrees that
the Company oho|| 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 ofSupplier 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.
yV End User Passwords. Upon the Licensee's written request, the Bank will provide passwords 0othose individuals designated
by the Licensee as users of ESP on the Licensee's behalf ("End Users"). The Licensee and the End Users are eo|o|y
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 tho Bank in the event o password or account number has been
compromised. The Licensee has sole responsibility for any transactions that occur prior ba 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 changedb the
Bank upon the Licensee's or End User's request. The Licensee agrees that the Bank may give the new passwordtoanyone
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 omp|oyee, agent orother 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 beimplemented using the Liomnano'o Requirements oocommunicated in writing by the Licensee to
the Bank. "Licensee Requiremants" include the Licensee's specific approval pmceeueo, inc|uding, but not limited to, purchasing
rules, spending |imita, approval muting naquinamento, and other specifications regarding the Licensee's account. Licensee in
317763 (11/2012) Page ,mu
SunTrust Corporate Forms
imil