Loading...
HomeMy WebLinkAboutVII (C) Resolution No. 99-20, relating to City Credit Cards Agenda 11-16-99 "CENTER OF GOOD V'Y'ING-PRIDE OF WEST ORANGE" Ite VII innYOR• OMMISS[ONER 000436 S. SCOTT VANDERGRIFT fo �titiA CITY OF OCOEE COMMISSIONERS P, DANNY HOWELL 150 N. LAKESHORE DRIVE SCOTT ANDERSON �, v OCOEE,FLORIDA 34761-2258 RUSTY JOHNSON '�j�� ``�� (407)656-2322 NANCY J.PARKER Of GOO) CITY MANAGER ELLIS SHAPIRO Memorandum To The Honorable Mayor and City Commissioners From : Joyce Tolbert,Buyer- Through: Wanda Horton, Finance Directord/ Date : November 10, 1999 Re Resolution No. 99-20; City Credit Cards Resolution No. 99-20 authorizes the City to enter into an agreement with SunTrust for the issuance of the VISA Corporate Card to the Mayor, City Commissioners , and City Staff. The purpose of the issuing of credit cards is to address the requirements of reservations for hotel accommodations and rental car when traveling on City business. The cards will facilitate the room deposit required for reservations at most major hotels. Checks will continue to be issued to the hotel prior to the traveler's departure from the City to be presented at time of check in. The cards are being issued based upon the City's credit and not the individuals being issued the card. Per the agreement with SunTrust, the cards will be used for business purposes only and may not be used for personal, family or household purposes. The cards will contain both the individual's name and City of Ocoee. An annual membership fee of $25.00 per card will be charged. The cards are not revolving charge cards and must be paid in full each billing cycle. There will be no cash advances allowed on the cards. The City will receive a master billing monthly detailing charges for all cards issued. Individual cardholders will receive a monthly billing detailing charges applicable to their card. The cardholder is responsible for turning in receipts for all charges appearing on the card. Action Requested Staff requests that the Mayor and City Commission adopt Resolution No. 99-20 and authorize the Mayor, City Clerk and Staff to execute all documents necessary to effect the transaction. POVW6 OlL- 4% %(% ' v5 e VISA CORPORATE CARD AGREEMENT 0 G1 j AND DISCLOSURE STATEMENT v For use on or after 4/1/99 t4 R69 (Retain for your records) This VISA Corporate Card Agreement("Agreement")between SunTrust BankCard,N.A. ("Bank")and the City of Ocoee,Florida(Company), located at: 150 North Lakeshore Drive Ocoee, Florida 34761 RECITALS A. The Company has applied to the Bank for a VISA Corporate Card account(s)(collectively referred to as "Account")to be established in the name of the Company. B. The Bank agrees to provide the Account(s)to the Company under the terms and conditions stated below and the Schedules attached to this Agreement which are incorporated herein by this reference. TERMS AND CONDITIONS 1. Cards. The Bank will issue and deliver ten or more VISA Corporate and/or Cards (collectively referred to as "Card") to the Company or its employee(s) (collectively referred to as "Employee") in the manner described in the attached Schedule "A" and as otherwise directed in writing by the Company from time to time. The accepting, signing, or use of the Card shall bind the Company to all of the terms and conditions of this Agreement and any subsequent changes, modifications,or substitutions. The Card may be used for business purposes only and may not be used for personal,family,or household purposes. Employee shall mean all persons the Company requests to receive a Card including,but not limited to,the Company's employees,agents, independent contractors and representatives. The Company acknowledges that this definition of an Employee is for the purpose of this Agreement only and may not apply with respect to other credit card services or features including the Corporate Liability Waiver or Travel Insurance programs. 2. Liability for Use. The Company has the liability for all extensions of credit obtained through the use of an Account which occur before the Bank is notified,either orally or in writing,of the cancellation of the Card or of the loss, theft, or possible unauthorized use of the Card. If the Card is lost or stolen, the Company agrees to notify the Bank immediately. Write to SunTrust BankCard,N.A. at P.O.Box 593608, Orlando,Florida 32859-3608 or call TOLL FREE at 1-800-393-7868. 3. Liability for Charges/Periodic Statements. All amounts charged to the Account including,but not limited to, purchases, annual membership fees, late fees and other fees and charges are collectively referred to as "Charges". Charges include purchases in which the Company evidenced an intent to incur a charge regardless of whether the Company or an Employee signed a sales draft. The Bank will send periodic statements detailing the Charges made to the Account in the manner described in the attached Schedule"A". The amount shown in the periodic statement is due upon receipt and must be paid in full on or before the payment due date stated in the periodic statement.The Employee may,for the Company's convenience,make payments and/or otherwise take actions on behalf of the Company with respect to the Account. S:\CCARD\COMMCARD\WPFILES\COMMCARD AGREEMTS\C-AG&SCH 040199.DOC 5 4. Transaction Fee. The Company may be charged a fee based upon the Company's and volumes for each billing period as described in the attached Schedule "B" ("Transaction Fee"). The Company shall receive a periodic statement at the end of each billing period detailing the Transaction Fee assessed for transactions and volumes incurred during that billing period. The amount shown on the periodic statement is due upon receipt and must be paid in full on or before the payment due date stated on the periodic statement. 5. Payment Procedure. All payments shall be made in U.S.dollars which are drawn on a financial institution located in the United States. Payments shall be made by mail to the SunTrust BankCard at the address shown on the periodic statements or by other electronic means mutually agreed upon by the parties. Payments shall be deemed paid upon receipt at the SunTrust BankCard and shall be credited to the Account as of the date of such receipt. Payments made at any banking office of the Bank's affiliates,will be forwarded to the SunTrust BankCard and may be subject to a delay in crediting the Account of up to 5 days after the date of delivery. Payments Marked "Paid in Full" and Disputed Charges. The Bank shall 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 BankCard,N.A.,P.O.Box 2321,Orlando,Florida 32802-2321. 6. Other Charges. The following charges and fees shall be charged to the Account: (a) A nonrefundable annual membership fee may be charged for the use of the Card as described in the attached Schedule "B". The annual membership fee will be charged each year generally in the month the Account was opened. (b) A cash advance fee, if applicable,shall be assessed on the VISA Corporate Card for each use of an automated teller machine or the Card to obtain a cash advance. The cash advance fee for each such cash advance is 3%of the cash advance amount with a minimum charge of$3.00 or as otherwise described in the attached Schedule "B". (c) A charge may be imposed for the cost of locating,copying,and furnishing requested individual sales slips, statements,or other evidence of charges or credits to the Account. Such charges are $3.00 per ticket copy,$3.00 per statement copy and$20.00 per hour research time. The Bank may require payment of such fees prior to furnishing the requested material. (d) Late Payment Fees. If the"Amount Due" is not paid in full on or before the payment due dat stated in the periodic statement, the unpaid portion of the outstanding balance will be shown in subsequent statements as a"Past Due Amount". If the Past Due Amount is greater than$25.00, a fixed dollar amount or percentage of the Past Due Amount as described in the attached Schedule"B"("Late Payment Fee")may be assessed to the Account in the periodic statement. If the Past Due Amount is not paid,the Late Payment Fee may be assessed in each subsequent periodic statement until full payment is made. (e) A returned check charge of$20.00 may be imposed when any payment check, draft or order is returned because of lack of funds or credit. S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC `0\\?..) J (f) The Company shall pay any applicable tax(excluding taxes on income) which may be levied or assessed with respect to this Agreement. (g) In the event Company terminates this Agreement within 24 months,Company agrees to reimburse Bank for its reasonable implementation expenses as described in the attached Schedule "B". 7. Termination/Card Cancellation. Every Card issued hereunder remains the property of the Bank. The Bank may terminate this Agreement and revoke the Company's right to use the Account without notice at any time,for any reason whatsoever,at the Bank's sole discretion,and the Card must be surrendered to the Bank, or anyone designated by it,on demand. In such case,the balance owed under this Agreement shall be immediately paid to the Bank. The Company or Bank may suspend or cancel one or more of the Cards at any time for any reason whatsoever. The Card may not be used after it has expired, after it has been revoked, and/or after the Employee's employment with the Company has terminated. The Company is liable for any outstanding Charges even after the Account is closed. 8. Default/Right of Set-off. In the event: a. any payment required under this Agreement is not paid when due, b. any other obligation to the Bank or its affiliates is not paid when due, c. any term or condition of this Agreement is not performed, d. bankruptcy proceedings are instituted by or against the Company, e. any credit information supplied by the Company is false, f. the Company is sold,merged,dissolved,or otherwise ceases to do business, and g. garnishment or attachment proceedings are initiated against the Company or its property, this Agreement shall be in default and the Bank can demand immediate payment of the entire balance owed. Any default by an Employee shall be a default by the Company. 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. 9. Waiver/Attorney Fees. The Company hereby waives all demands and notices and agrees to 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. The Company hereby consents to the Bank's use of an artificial or prerecorded notice for the purpose of notification regarding a violation of this Agreement. 10. Employee Use of the Card. The Company has authorized issuance of the Card which is to be used only by the Company and its Employee and only for legitimate business purposes as determined by the Company and the Employee. No other person is permitted to use the Card for any reason. The Company is responsible for all uses of the Card even if another person is allowed to use the Card. 11. Credit Line. The Card has a credit limit as described in the attached Schedule "A". The balance outstanding at any time shall not exceed the credit limit. The difference between the balance outstanding and the credit limit is the available credit line. If the Company exceeds the credit limit,use of the Card may be suspended or terminated. The Bank reserves the right to deny authorization of any transaction made by the Company and/or Employee within their credit limit if the Company's overall credit limit will be exceeded. S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC e e � %.A 12. Indemnification. The Company shall indemnify, protect and hold the Bank ha less 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 performance under this Agreement. The Company will, at its own expense, defend any action or proceeding brought against the Bank in connection with any such liability,claim,demand, or other dispute. 13. Amendment. 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 mailed to the Company at its last known address. The changes will be effective 30 days after notice is mailed unless otherwise stated in the notice. Use of the Card after the effective date of the amendment constitutes acceptance of the alteration or amendment. Any other modification, amendment, or waiver of this Agreement,whether in whole or in part must be in writing, signed by both parties. 14. Foreign Currency Conversion. If the Card is used for transactions in a currency other than U.S. dollars,the transactions will be converted to U.S.dollars generally using either(a)the government-mandated rate or(b)the wholesale market rate, in effect the day before the transaction processing date, increased by up to two percent(2%). If a credit is subsequently given for a transaction, it will be decreased by up to two percent (2%). If the credit has a different processing date, then the exchange rate of the credit can be greater/less than that of the original transaction. The currency conversion rate on the day before the transaction processing date may differ from the rate in effect at the time of the transaction or on the date the transaction is posted on the Account. The converted amount shall be provided in U.S. dollars. Amounts converted by common carriers, such as airlines,are billed at rates the carriers use. 15. Assignment/Telephone Monitoring/Credit Information. Bank may assign the Account and all rights under this Agreement to another bank or company or an affiliate of Bank without prior notice. The Company may not assign or transfer the Card to anyone else. The Bank has the right to monitor telephone calls to the SunTrust BankCard relating to the Account. Such monitoring shall be conducted by Bank employees and all information shall remain confidential. The Bank is authorized to make whatever credit inquiries it deems appropriate and to share information regarding the Account with Bank's affiliates. 16. Periodic Review/Financial Information. The Company understands and acknowledges that the Bank has provided the Account(s)to the Company on the basis of the Company's financial condition at the time the Company applied for the Account(s). The Company agrees to submit to the Bank updated financial information periodically upon notification from the Bank. 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, the Account(s) may be terminated and thereafter the Bank may take such action as provided for in paragraph 8 of this Agreement or pursue any other applicable remedy in law or in equity. 17. 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 shall 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 shall remain fully valid and enforceable. Bank can delay enforcing its rights under this Agreement without waiving those rights. A waiver of rights in one instance shall not be a waiver in other instances. S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC 5U 18. Survival. Paragraph 12 and all other provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination thereof,shall survive the termination of this Agreement. 19. Counterpart. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 20. Entire Agreement. This Agreement and the incorporated Schedules 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. 21. Year 2000 Compliance The Company and it's affiliates and subsidiaries have fully implemented its plan(the"Y2K Plan")which insures the Company and it's affiliates and subsidiary's software and hardware systems which impact or affect in any material way the business operations of the Company and it's subsidiaries is Year 2000 Compliant and Ready(defined below). As used herein,"Year 2000 Compliant and Ready"means that the Company and it's affiliates and subsidiary's hardware and software systems with respect to the operation of their business and their general business plan will:(a)handle date information involving and all dates before, during, and/or after January 1, 2000, including accepting input, providing output and performing date calculations in whole or in part;(b)operate accurately without interruption on and in respect of any and all dates before,during and/or after January 1,2000 and without any change in performance;(c)respond to and process two digit year input without creating any ambiguity as to the century; and (d) store and provide date input information without creating any ambiguity as to the century. The parties have caused this Agreement to be executed by their duly authorized representative as of the date set forth below. SUNTRUST BANKCARD,N.A. CITY OF OCOEE,FLORIDA By: By: Name: Name: Title: Title: Date: Date: A ITF,ST: Secretary (Corporate Seal) S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC • • • • yJ OCOEE SIGNATURE BLOCK FORM CITY: CITY OF OCOEE, FLORIDA By: S. SCOTT VANDERGRIFT, Mayor Executed on: , 199 ATTEST: JEAN GRAFTON, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 199 LEGALITY this day of UNDER AGENDA ITEM NO. , 199 FOLEY & LARDNER By: City Attorney STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared S. SCOTT VANDERGRIFT and JEAN GRAFTON, personally known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE and that they severally acknowledged executing the same freely and voluntarily under authority duly vested in them by said municipality. They are personally known to/ me. WITNESS my h/nd and official seal in the County and State last aforesaid this day of , 199 Signature of Notary Name of Notary (Typed, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): C:\WPSRDOCS\OCOEE\SIGNATUR.BLK 14/30/98i IBWOIS I PER:xx SCHEDULE "A" To VISA Corporate Card Agreement And Disclosure Statement CITY OF OCOEE, FLORIDA I. AUTHORIZED CARDHOLDERS: A. Refer to Cardholder Information Forms. B. The Card(s)issued by Bank shall be delivered to: X Company Address: 150 N Lakeshore Drive Ocoee, FL 34761 Attention: Joyce Tolbert, Buyer Employee Cardholder(s) Refer to Cardholder Information Forms. If delivery address is different than monthly reconciliation statement address,please include on the Cardholder Information Forms. C. Company may request and authorize Bank to issue additional Cards and/or modify the existing Authorization Cardholder list by delivering an additional or amended Schedule "A" to Bank. Company authorizes the following individuals to submit requests to Bank: Name Signature Wanda Horton Donald Carter Ellis Shapiro II. COMPANY CREDIT LINE: Credit Line approval for Company $ 1 00,n n n _n n S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC III. ACCOUNT CONTROLS: Specific controls regarding the Authorized Cardholder Accounts may be established by the Company. Such controls shall be set forth in the "Implementation Form" and may be amended by the Company upon written notice to Bank. 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 VISA to obtain a temporary VISA Emergency Replacement Card. The Company understands and acknowledges that VISA Emergency Replacement Cards are not controlled by the Company's account controls set forth on the Implementation Form but,rather,are controlled in accordance with the standard VISA operating procedures in effect at the time of replacement. The VISA Emergency Replacement Cards are valid for a limited period of time and the Cardholder must immediately contact the Bank for a permanent Card which shall be issued with the Company's account controls. CITY OF OCOEE,FLORIDA Signed by: Print Name: S. Srott Vandergrift Title: Mayor Date: S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC \s"-N J SCHEDULE "B" To VISA Corporate Card Agreement And Disclosure Statement CITY OF OCOEE, FLORIDA Transaction Fee Waived Annual Membership Fee: $25.00 -per Card Cash Advance Fee: N/A Late Payment Fee: 1%of Outstanding Bal/$25.00 Minimum Overlimit Fee: $25.00 Other: N/A The Fees described above may be changed by the Bank upon written notice to Company. The changes will be effective 30 days after notice is mailed unless otherwise stated in the notice. SUNTRUST o Unincorporated Organization Certiticat f thorny J J, (Commercial Credit Card Account) I,the undersigned,hereby certify that I am the City Clerk and custodian of the records of City of Ocoee (the"Organization"): that the following is a true and correct copy of certain resolutions duly adopted by the board of trustees or other governing body of the Organization at a meeting duly held on the 16th day of November , 1999 at which a quorum was present and acting;and that the following resolutions are in conformity with the charter and by-laws of the Organization and have not since been rescinded or modified. RESOLVED, that the Organization enter into a commercial credit card account relationship with SunTrust BankCard, N.A. ("Bank") and that any 2 (number required)of the individuals listed below: Print Name Title S. Scott Vandergrift Mayor Ellis Shapiro City Manager Wanda Horton Finance Director is(are)authorized to enter into and execute on behalf of this Organization any agreements or documents Bank may require in order to establish the commercial credit card account relationship; that this Organization shall be bound by the terms and conditions of the agreements,all as now existing or as amended from this time to time. FURTHER RESOLVED, that the undersigned is authorized and directed to furnish said Bank a certified copy of these resolutions, which resolutions shall continue in full force and effect until written notice of modification or revocation of these resolutions has been received by Bank and Bank has had reasonable time to act on such notice,and to furnish said Bank the names and specimen signature of the authorized person(s)named herein,and such persons from time to time holding above positions. I hereby certify that the following are the names and specimen signatures of the authorized person(s) listed in the foregoing resolutions and that each presently holds that title indicated and has full authority for all acts noted herein. Print Name Title Signature S. Scott Vandergrift Mayor Ellis Shapiro City Manager Wanda Horton Finance Director IN WITNESS WHEREOF,I have hereunto subscribed my name and affixed the seal of said Organization this day of (Organization Seal) Signature Title 101765 (1/96) "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER • Ocoee S.SCOTT VANDERGRIFT °a. 're CITY OF O C O E E COMMISSIONERS 150 N.LAKESHORE DRIVEDANNY HOWELL G �� pSCOTT ANDERSON V OCOEE,FLORIDA 34761-2258 RUSTY JOHNSON oyj, A• (407)656-2322 NANCY J.PARKER E4*Of 0001)�� CITY MANAGER ELLIS SHAPIRO Agreement to Accept the Visa Corporate Card Your participation in the VISA Corporate Program is a convenience that carries responsibilities along with it. Although the card is issued in your name, it is City property and should be used with good judgment. Your signature below verifies that you understand the VISA Corporate Program guidelines outlined below and agree to comply with them. 1. The Visa Corporate card is provided to Elected Officials and Staff based on their need to purchase business related travel. A card may be revoked at any time based on change of status. The card is not an entitlement nor reflection of title or position. 2. The card is for business travel purchases only; personal charges are not to be made to the card. 3. The cardholder is the only person entitled to use the card. 4. Improper use of the card can be considered misappropriation of company funds which may result in revocation of the card and/or disciplinary action, up to and including termination. 5. All charges are billed directly to and paid directly by the company. Any personal changes on the card will be considered misappropriation of company funds since the cardholder can not pay the bank directly. 6. Cardholders are expected to comply with internal control procedures in order to protect the City's assets. This includes keeping receipts, maintaining a transaction log, reconciling monthly statements and following proper card security measures. 7. Cardholders are responsible for resolving any discrepancies by contacting the vendor or the bank. 8. A lost or stolen card should be reported immediately by telephone to Suntrust Bankcard, N.A. Customer Service. 9. A cardholder must surrender his or her card upon termination of employment or term of office. Cardholder Signature Approving Manager Signature Cardholder Printed Name Approving Manager Printed Name Date Date poinri% PR u' Gee°.'W3tel Ren ces 91)4'6_40 l>w` "CENTER OF GOOD LIVING ING-PRIDE OF WEST ORANGE" MAYOR C-14 OMMISSIONER Ocoee S. SCOTT VANDERGRIFT (Kok � •�a CITY OF OCOEE COMMISSIONERS .�.` r DANNY HOWELL C. o 150 N. LAKESHORE DRIVE SCOTT ANDERSON OCOEE, FLORIDA 34761-2258 RUSTY JOHNSON �`,CT (407)656-2322 NANCY J.PARKER Of GOO CITY MANAGER ELLIS SHAPIRO Memorandum To The Honorable Mayor and City Commissioners From : Wanda Horton, Finance Director-__ Date : November 16, 1999 Re Agreement for Visa Corporate Card Attached is the final agreement with SunTrust BankCard, N.A. for the Visa Corporate Card. The agreement has been modified from the draft in your agenda packets to reflect changes recommended by the City Attorney. Specifically, those changes are: Item 8 no longer contains reference to any other obligation to the Bank or its affiliates is not paid when due. Item 12 has been amended to include the phrase "to the extent permitted by law. Item 22 has been added addressing the Y2K issue. The City's signature page has been inserted. cc: Ellis Shapiro, City Manager Paul Rosenthal, Esq. POWT% VISA CORPORATE CARD AGREEMENT AND DISCLOSURE STATEMENT For use on or after 4/1/99 (Retain for your records) This VISA Corporate Card Agreement("Agreement") between SunTrust BankCard,N.A. ("Bank") and The City of Ocoee,_(Company), located at 150 North Lakeshore Drive, Ocoee, FL 34761. RECITALS A. The Company has applied to the Bank for a VISA Corporate Card account(s) (collectively referred to as "Account")to be established in the name of the Company. B. The Bank agrees to provide the Account(s)to the Company under the terms and conditions stated below and the Schedules attached to this Agreement which are incorporated herein by this reference. TERMS AND CONDITIONS 1. Cards. The Bank will issue and deliver ten or more VISA Corporate and/or Cards (collectively referred to as "Card") to the Company or its employee(s) (collectively referred to as "Employee") in the manner described in the attached Schedule "A" and as otherwise directed in writing by the Company from time to time. The accepting, signing, or use of the Card shall bind the Company to all of the terms and conditions of this Agreement and any subsequent changes, modifications, or substitutions. The Card may be used for business purposes only and may not be used for personal, family, or household purposes. Employee shall mean all persons the Company requests to receive a Card including, but not limited to, the Company's employees, agents, independent contractors and representatives. The Company acknowledges that this definition of an Employee is for the purpose of this Agreement only and may not apply with respect to other credit card services or features including the Corporate Liability Waiver or Travel Insurance programs. 2. Liability for Use. The Company has the liability for all extensions of credit obtained through the use of an Account which occur before the Bank is notified, either orally or in writing, of the cancellation of the Card or of the loss, theft, or possible unauthorized use of the Card. If the Card is lost or stolen, the Company agrees to notify the Bank immediately. Write to SunTrust BankCard, N.A. at P.O. Box 593608, Orlando, Florida 32859-3608 or call TOLL FREE at 1-800-393-7868. 3. Liability for Charges/Periodic Statements. All amounts charged to the Account including, but not limited to, purchases, annual membership fees, late fees and other fees and charges are collectively referred to as "Charges". Charges include purchases in which the Company evidenced an intent to incur a charge regardless of whether the Company or an Employee signed a sales draft. The Bank will send periodic statements detailing the Charges made to the Account in the manner described in the attached Schedule "A". The amount shown in the periodic statement is due upon receipt and must be paid in full on or before the payment due date stated in the periodic statement. The Employee may, for the Company's convenience, make payments and/or otherwise take actions on behalf of the Company with respect to the Account. C:\WINNT\Profiles\wandah\Desktop\city of ocoee c_agreement.doc 4. Transaction Fee. The Company may be charged a fee based upon the Company's transactions and volumes for each billing period as described in the attached Schedule "B" ("Transaction Fee"). The Company shall receive a periodic statement at the end of each billing period detailing the Transaction Fee assessed for transactions and volumes incurred during that billing period. The amount shown on the periodic statement is due upon receipt and must be paid in full on or before the payment due date stated on the periodic statement. 5. Payment Procedure. All payments shall be made in U.S. dollars which are drawn on a financial institution located in the United States. Payments shall be made by mail to the SunTrust BankCard at the address shown on the periodic statements or by other electronic means mutually agreed upon by the parties. Payments shall be deemed paid upon receipt at the SunTrust BankCard and shall be credited to the Account as of the date of such receipt. Payments made at any banking office of the Bank's affiliates, will be forwarded to the SunTrust BankCard and may be subject to a delay in crediting the Account of up to 5 days after the date of delivery. Payments Marked "Paid in Full" and Disputed Charges. The Bank shall 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 SunTrustBankCard, N.A., P.O. Box 2321, Orlando, Florida 32802-2321. 6. Other Charges. The following charges and fees shall be charged to the Account: (a) A nonrefundable annual membership fee may be charged for the use of the Card as described in the attached Schedule "B". The annual membership fee will be charged each year generally in the month the Account was opened. (b) A cash advance fee, if applicable, shall be assessed on the VISA Corporate Card for each use of an automated teller machine or the Card to obtain a cash advance. The cash advance fee for each such cash advance is 3%of the cash advance amount with a minimum charge of$3.00 or as otherwise described in the attached Schedule (c) A charge may be imposed for the cost of locating, copying, and furnishing requested individual sales slips, statements,or other evidence of charges or credits to the Account. Such charges are $3.00 per ticket copy,$3.00 per statement copy and $20.00 per hour research time. The Bank may require payment of such fees prior to furnishing the requested material. (d) Late Payment Fees. If the "Amount Due" is not paid in full on or before the payment due date stated in the periodic statement, the unpaid portion of the outstanding balance will be shown in subsequent statements as a "Past Due Amount". If the Past Due Amount is greater than $25.00, a fixed dollar amount or percentage of the Past Due Amount as described in the attached Schedule "B" ("Late Payment Fee") may be assessed to the Account in the periodic statement. If the Past Due Amount is not paid, the Late Payment Fee may be assessed in each subsequent periodic statement until full payment is made. (e) A returned check charge of$20.00 may be imposed when any payment check, draft or order is returned because of lack of funds or credit. C:\WINNI\Profiles\wandah\Desktop\city of ocoee c_agreement.doc • (f) The Company shall pay any applicable tax (excluding taxes on income) which may be levied or assessed with respect to this Agreement. (g) In the event Company terminates this Agreement within 24 months, Company agrees to reimburse Bank for its reasonable implementation expenses as described in the attached Schedule "B". 7. Termination/Card Cancellation. Every Card issued hereunder remains the property of the Bank. The Bank may terminate this Agreement and revoke the Company's right to use the Account without notice at any time, for any reason whatsoever, at the Bank's sole discretion, and the Card must be surrendered to the Bank, or anyone designated by it, on demand. In such case, the balance owed under this Agreement shall be immediately paid to the Bank. The Company or Bank may suspend or cancel one or more of the Cards at any time for any reason whatsoever. The Card may not be used after it has expired, after it has been revoked, and/or after the Employee's employment with the Company has terminated. The Company is liable for any outstanding Charges even after the Account is closed. 8. Default/Right of Set-off. In the event: a. any payment required under this Agreement is not paid when due, b. any term or condition of this Agreement is not performed, c. bankruptcy proceedings are instituted by or against the Company, d. any credit information supplied by the Company is false, e. the Company is sold, merged, dissolved, or otherwise ceases to do business, and f. garnishment or attachment proceedings are initiated against the Company or its property, this Agreement shall be in default and the Bank can demand immediate payment of the entire balance owed. Any default by an Employee shall be a default by the Company. 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. 9. Waiver/Attorney Fees. The Company hereby waives all demands and notices and agrees to 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. The Company hereby consents to the Bank's use of an artificial or prerecorded notice for the purpose of notification regarding a violation of this Agreement. 10. Employee Use of the Card. The Company has authorized issuance of the Card which is to be used only by the Company and its Employee and only for legitimate business purposes as determined by the Company and the Employee. No other person is permitted to use the Card for any reason. The Company is responsible for all uses of the Card even if another person is allowed to use the Card. 11. Credit Line. The Card has a credit limit as described in the attached Schedule "A". The balance outstanding at any time shall not exceed the credit limit. The difference between the balance outstanding and the credit limit is the available credit line. If the Company exceeds the credit limit, use of the Card may be suspended or terminated. The Bank reserves the right to deny authorization of any transaction made by the Company and/or Employee within their credit limit if the Company's overall credit limit will be exceeded. C:\WINNT\Profiles\wandah\Desktop\city of ocoee c_agreement.doc • 12. Indemnification. The Company shall indemnify,to the extent permitted by law, protect and hold the Bank harmless 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 performance under this Agreement. The Company will, at its own expense, defend any action or proceeding brought against the Bank in connection with any such liability, claim, demand, or other dispute. 13. Amendment. 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 mailed to the Company at its last known address. The changes will be effective 30 days after notice is mailed unless otherwise stated in the notice. Use of the Card after the effective date of the amendment constitutes acceptance of the alteration or amendment. Any other modification, amendment, or waiver of this Agreement, whether in whole or in part must be in writing, signed by both parties. 14. Foreign Currency Conversion. If the Card is used for transactions in a currency other than U.S. dollars, the transactions will be converted to U.S. dollars generally using either (a) the government- mandated rate or (b) the wholesale market rate, in effect the day before the transaction processing date, increased by up to two percent (2%). If a credit is subsequently given for a transaction, it will be decreased by up to two percent (2%). If the credit has a different processing date, then the exchange rate of the credit can be greater/less than that of the original transaction. The currency conversion rate on the day before the transaction processing date may differ from the rate in effect at the time of the transaction or on the date the transaction is posted on the Account. The converted amount shall be provided in U.S. dollars. Amounts converted by common carriers, such as airlines, are billed at rates the carriers use. 15. Assignment/Telephone Monitoring/Credit Information. Bank may assign the Account and all rights under this Agreement to another bank or company or an affiliate of Bank without prior notice. The Company may not assign or transfer the Card to anyone else. The Bank has the right to monitor telephone calls to the SunTrust BankCard relating to the Account. Such monitoring shall be conducted by Bank employees and all information shall remain confidential. The Bank is authorized to make whatever credit inquiries it deems appropriate and to share information regarding the Account with Bank's affiliates. 16. Periodic Review/Financial Information. The Company understands and acknowledges that the Bank has provided the Account(s) to the Company on the basis of the Company's financial condition at the time the Company applied for the Account(s). The Company agrees to submit to the Bank updated financial information periodically upon notification from the Bank. 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, the Account(s) may be terminated and thereafter the Bank may take such action as provided for in paragraph 8 of this Agreement or pursue any other applicable remedy in law or in equity. 17. 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 shall 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 shall remain fully valid and enforceable. Bank can delay enforcing its rights under this Agreement without waiving those rights. A waiver of rights in one instance shall not be a waiver in other instances. C:\WINNT\Profiles\wandah\Desktop\city of ocoee c_agreement.doc 18. Survival. Paragraph 12 and all other provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination thereof, shall survive the termination of this Agreement. 19. Counterpart. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 20. Entire Agreement. This Agreement and the incorporated Schedules 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. 21. Year 2000 Compliance The Company and it's affiliates and subsidiaries have fully implemented its plan (the "Y2K Plan") which insures the Company and it's affiliates and subsidiary's software and hardware systems which impact or affect in any material way the business operations of the Company and it's subsidiaries is Year 2000 Compliant and Ready(defined below). As used herein, "Year 2000 Compliant and Ready"means that the Company and it's affiliates and subsidiary's hardware and software systems with respect to the operation of their business and their general business plan will: (a) handle date information involving and all dates before, during, and/or after January 1, 2000, including accepting input, providing output and performing date calculations in whole or in part; (b) operate accurately without interruption on and in respect of any and all dates before, during and/or after January 1, 2000 and without any change in performance; (c) respond to and process two digit year input without creating any ambiguity as to the century; and(d) store and provide date input information without creating any ambiguity as to the century. 22. Addendum to Paragraph 21 for The City of Ocoee. The Company has made reasonable efforts to assess its software and hardware systems in order to determine whether the Company is Year 2000 compliant and ready (defined below) and to the extent practical and economically feasible has taken steps to implement a plan (The Y2K Plan) for the company's software and hardware systems which impact or affect in any material way the ability of the company to be Year 2000 compliant and ready." The foregoing replaces the first sentence of paragraph 21. The parties have caused this Agreement to be executed by their duly authorized representative as of the date set forth below. SUNTRUST BANKCARD,N.A. CITY OF OCOEE By: By: (See attached Signature Form) Name: Title: Date: C:\W[NNT\Profiles\wandah\Desktop\city of ocoee c_agreement.doc OCOEE SIGNATURE BLOCK FORM CITY: CITY OF OCOEE, FLORIDA By: S. SCOTT VANDERGRIFT, Mayor Executed on: , 199 ATTEST: JEAN GRAFTON, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 199 LEGALITY this day of UNDER AGENDA ITEM NO. , 199 FOLEY & LARDNER By: City Attorney STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared S . SCOTT VANDERGRIFT and JEAN GRAFTON, personally known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE and that they severally acknowledged executing the same freely and voluntarily under authority duly vested in them by said municipality. They are personally known to/ me . WITNESS my hind and official seal in the County and State last aforesaid this day of , 199 Signature of Notary Name of Notary cryped, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): C:\W PS INDOCSNOCOEEISIGNATUR.B IX 14/70/9$I I$WOIS I PER:cn SCHEDULE "A" To VISA Corporate Card Agreement And Disclosure Statement I. AUTHORIZED CARDHOLDERS: A. Refer to Cardholder Information Forms. B. The Card(s) issued by Bank shall be delivered to: x Company Address: 150 N_ Lakeshore Drive ncoec , Florida 34761 Attention: Joyce Tolbert, Buyer Employee Cardholder(s) Refer to Cardholder Information Forms. If delivery address is different than monthly reconciliation statement address, please include on the Cardholder Information Forms. C. Company may request and authorize Bank to issue additional Cards and/or modify the existing Authorization Cardholder list by delivering an additional or amended Schedule "A" to Bank. Company authorizes the following individuals to submit requests to Bank: Name Signature Wanda Horton Donald Carter Ellis Shapiro II. COMPANY CREDIT LINE: Credit Line approval for Company $ 100 ,000 _00 C:\WINNT\Profiles\wandah\Desktop\city of ocoee c_agreement.doc III. ACCOUNT CONTROLS: Specific controls regarding the Authorized Cardholder Accounts may be established by the Company. Such controls shall be set forth in the "Implementation Form" and may be amended by the Company upon written notice to Bank. 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 VISA to obtain a temporary VISA Emergency Replacement Card. The Company understands and acknowledges that VISA Emergency Replacement Cards are not controlled by the Company's account controls set forth on the Implementation Form but, rather, are controlled in accordance with the standard VISA operating procedures in effect at the time of replacement. The VISA Emergency Replacement Cards are valid for a limited period of time and the Cardholder must immediately contact the Bank for a permanent Card which shall be issued with the Company's account controls. City of Ocoe (Company name) Signed by: PrintName: S. Scott Vandergrift Title: Mayor Date: 1 1/16/99 C:\WINN1\Profiles\wandah\Desktop\city of ocoee c_agreement.doc SCHEDULE "B" To VISA Corporate Card Agreement And Disclosure Statement Transaction Fee Waived Annual Membership Fee: $25.00 per card Cash Advance Fee: N/A (Cash advance will not be offered) Late Payment Fee: 1% of Outstanding Bal/$25.00 Minimum Overlimit Fee: $25.00 Other: N/A The Fees described above may be changed by the Bank upon written notice to Company. The changes will be effective 30 days after notice is mailed unless otherwise stated in the notice. Agenda 11-16-99 "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Iter. OR VII AY •LOMMISSIONER Ocoee S. SCOTT VANDERGRIFT °� -ry '�x a CITY OF O C O E E COMMISSIONERS •- �li DANNY HOWELL 150 N.LAKESHORE DRIVE SCOTT ANDERSON OCOEE,FLORIDA 34761-2258 RUSTY JOHNSON f �.� (407)656-2322 NANCY J.PARKER 44.4.OF G00V`` CITY MANAGER ELLIS SHAPIRO Memorandum To The Honorable Mayor and City Commissioners From : Joyce Tolbert, Buyei(j Through: Wanda Horton, Finance Director Date : November 10, 1999 Re Resolution No. 99-20; City Credit Cards Resolution No. 99-20 authorizes the City to enter into an agreement with SunTrust for the issuance of the VISA Corporate Card to the Mayor, City Commissioners , and City Staff. The purpose of the issuing of credit cards is to address the requirements of reservations for hotel accommodations and rental car when traveling on City business. The cards will facilitate the room deposit required for reservations at most major hotels. Checks will continue to be issued to the hotel prior to the traveler's departure from the City to be presented at time of check in. The cards are being issued based upon the City's credit and not the individuals being issued the card. Per the agreement with SunTrust, the cards will be used for business purposes only and may not be used for personal, family or household purposes. The cards will contain both the individual's name and City of Ocoee. An annual membership fee of $25.00 per card will be charged. The cards are not revolving charge cards and must be paid in full each billing cycle. There will be no cash advances allowed on the cards. The City will receive a master billing monthly detailing charges for all cards issued. Individual cardholders will receive a monthly billing detailing charges applicable to their card. The cardholder is responsible for turning in receipts for all charges appearing on the card. Action Requested Staff requests that the Mayor and City Commission adopt Resolution No. 99-20 and authorize the Mayor, City Clerk and Staff to execute all documents necessary to effect the transaction. PO ! RESOLUTION NO. 99 - 20 A RESOLUTION OF THE CITY OF OCOEE, FLORIDA, REGARDING COMMERCIAL CREDIT CARD ACCOUNT RELATIONSHIP WITH SUNTRUST BANKCARD, N.A.; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, AS FOLLOWS: SECTION 1. The City Commission of the City of Ocoee has the authority to adopt this Resolution pursuant to Article VIII of the Constitution of the State of Florida and Chapter 166, Florida Statutes. SECTION 2. The City Commission hereby adopts the following Resolutions: RESOLVED, that the City of Ocoee enter into a commercial credit card account relationship with SunTrust BankCard, N.A. ("Bank") and that any two (2) of the individuals listed below: Print Name Title S. Scott Vandergrift Mayor Ellis Shapiro City Manager Wanda Horton Finance Director are authorized to enter into and execute on behalf of the City any agreements or documents Bank may require in order to establish the commercial credit card account relationship; that the City of Ocoee shall be bound by the terms and conditions of the agreements, all as now existing or as amended from this time to time. FURTHER RESOLVED, that the City Clerk is authorized and directed to furnish said Bank a certified copy of these resolutions, which resolutions shall 006.160600.1 44, Uu- f continue in full force and effect until written notice of modification or revocation of these resolutions has been received by Bank and Bank has had reasonable time to act on such notice, and to furnish said Bank the names and specimen signature of the authorized person(s) named herein, and such persons from time to time holding above positions. SECTION 3. Effective Date. This Resolution shall become effective immediately upon passage and adoption. PASSED AND ADOPTED this day of November, 1999. APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Name: S. Scott Vandergrift, Mayor Title: (SEAL) APPROVED BY THE OCOEE CITY COMMISSION ON THE ABOVE DATE UNDER AGENDA ITEM NO. FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this day of November, 1999. FOLEY & LARDNER By: City Attorney -2- 006.160600.1 �Q e 4%%t4, 1viloc;C' • VISA CORPORATE CARD AGREEMENT D V<\%Nik � G� DISCLOSURE STATEMENT AND For use on or after 4/1/99 \ (Retain for your records) ap This VISA Corporate Card Agreement("Agreement")between SunTrust BankCard,N.A. ("Bank")and the City of Ocoee,Florida(Company), located at: 150 North Lakeshore Drive Ocoee, Florida 34761 RECITALS A. The Company has applied to the Bank for a VISA Corporate Card account(s)(collectively referred to as "Account")to be established in the name of the Company. B. The Bank agrees to provide the Account(s)to the Company under the terms and conditions stated below and the Schedules attached to this Agreement which are incorporated herein by this reference. TERMS AND CONDITIONS 1. Cards. The Bank will issue and deliver ten or more VISA Corporate and/or Cards(collectively referred to as "Card") to the Company or its employee(s) (collectively referred to as "Employee") in the manner described in the attached Schedule "A"and as otherwise directed in writing by the Company from time to time. The accepting, signing, or use of the Card shall bind the Company to all of the terms and conditions of this Agreement and any subsequent changes,modifications,or substitutions. The Card may be used for business purposes only and may not be used for personal,family,or household purposes. Employee shall mean all persons the Company requests to receive a Card including,but not limited to,the Company's employees,agents, independent contractors and representatives. The Company acknowledges that this defmition of an Employee is for the purpose of this Agreement only and may not apply with respect to other credit card services or features including the Corporate Liability Waiver or Travel Insurance programs. 2. Liability for Use. The Company has the liability for all extensions of credit obtained through the use of an Account which occur before the Bank is notified,either orally or in writing,of the cancellation of the Card or of the loss, theft, or possible unauthorized use of the Card. If the Card is lost or stolen, the Company agrees to notify the Bank immediately. Write to SunTrust BankCard,N.A. at P.O.Box 593608, Orlando,Florida 32859-3608 or call TOLL FREE at 1-800-393-7868. 3. Liability for Charges/Periodic Statements. All amounts charged to the Account including,but not limited to, purchases, annual membership fees, late fees and other fees and charges are collectively referred to as "Charges". Charges include purchases in which the Company evidenced an intent to incur a charge regardless of whether the Company or an Employee signed a sales draft. The Bank will send periodic statements detailing the Charges made to the Account in the manner described in the attached Schedule"A". The amount shown in the periodic statement is due upon receipt and must be paid in full on or before the payment due date stated in the periodic statement.The Employee may,for the Company's convenience,make payments and/or otherwise take actions on behalf of the Company with respect to the Account. S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC SJ c6 , UV 4. Transaction Fee. The Company may be charged a fee based upon the Company's transactions and volumes for each billing period as described in the attached Schedule "B" ("Transaction Fee"). The Company shall receive a periodic statement at the end of each billing period detailing the Transaction Fee assessed for transactions and volumes incurred during that billing period. The amount shown on the periodic statement is due upon receipt and must be paid in full on or before the payment due date stated on the periodic statement. 5. Payment Procedure. All payments shall be made in U.S. dollars which are drawn on a financial institution located in the United States. Payments shall be made by mail to the SunTrust BankCard at the address shown on the periodic statements or by other electronic means mutually agreed upon by the parties. Payments shall be deemed paid upon receipt at the SunTrust BankCard and shall be credited to the Account as of the date of such receipt. Payments made at any banking office of the Bank's affiliates,will be forwarded to the SunTrust BankCard and may be subject to a delay in crediting the Account of up to 5 days after the date of delivery. Payments Marked "Paid in Full" and Disputed Charges. The Bank shall 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 BankCard,N.A.,P.O.Box 2321,Orlando,Florida 32802-2321. 6. Other Charges. The following charges and fees shall be charged to the Account: (a) A nonrefundable annual membership fee may be charged for the use of the Card as described in the attached Schedule "B". The annual membership fee will be charged each year generally in the month the Account was opened. (b) A cash advance fee, if applicable, shall be assessed on the VISA Corporate Card for each use of an automated teller machine or the Card to obtain a cash advance. The cash advance fee for each such cash advance is 3%of the cash advance amount with a minimum charge of$3.00 or as otherwise described in the attached Schedule "B". (c) A charge may be imposed for the cost of locating,copying,and furnishing requested individual sales slips, statements,or other evidence of charges or credits to the Account. Such charges are $3.00 per ticket copy, $3.00 per statement copy and$20.00 per hour research time. The Bank may require payment of such fees prior to furnishing the requested material. (d) Late Payment Fees. If the "Amount Due" is not paid in full on or before the payment due dat stated in the periodic statement, the unpaid portion of the outstanding balance will be shown in subsequent statements as a"Past Due Amount". If the Past Due Amount is greater than $25.00, a fixed dollar amount or percentage of the Past Due Amount as described in the attached Schedule"B"("Late Payment Fee")may be assessed to the Account in the periodic statement. If the Past Due Amount is not paid,the Late Payment Fee may be assessed in each subsequent periodic statement until full payment is made. (e) A returned check charge of$20.00 may be imposed when any payment check, draft or order is returned because of lack of funds or credit. S:\CCARD\COMMCARD\WPFILES\COMMCARD AGREEMTS\C-AG&SCH 040199.DOC 114-0 J (f) The Company shall pay any applicable tax(excluding taxes on income) which may be levied or assessed with respect to this Agreement. (g) In the event Company terminates this Agreement within 24 months,Company agrees to reimburse Bank for its reasonable implementation expenses as described in the attached Schedule "B". 7. Termination/Card Cancellation. Every Card issued hereunder remains the property of the Bank. The Bank may terminate this Agreement and revoke the Company's right to use the Account without notice at any time,for any reason whatsoever,at the Bank's sole discretion,and the Card must be surrendered to the Bank, or anyone designated by it, on demand. In such case,the balance owed under this Agreement shall be immediately paid to the Bank. The Company or Bank may suspend or cancel one or more of the Cards at any time for any reason whatsoever. The Card may not be used after it has expired, after it has been revoked, and/or after the Employee's employment with the Company has terminated. The Company is liable for any outstanding Charges even after the Account is closed. 8. Default/Right of Set-off. In the event: a. any payment required under this Agreement is not paid when due, b. any other obligation to the Bank or its affiliates is not paid when due, c. any term or condition of this Agreement is not performed, d. bankruptcy proceedings are instituted by or against the Company, e. any credit information supplied by the Company is false, f. the Company is sold,merged,dissolved,or otherwise ceases to do business,and g. garnishment or attachment proceedings are initiated against the Company or its property, this Agreement shall be in default and the Bank can demand immediate payment of the entire balance owed. Any default by an Employee shall be a default by the Company. 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. 9. Waiver/Attorney Fees. The Company hereby waives all demands and notices and agrees to 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. The Company hereby consents to the Bank's use of an artificial or prerecorded notice for the purpose of notification regarding a violation of this Agreement. 10. Employee Use of the Card. The Company has authorized issuance of the Card which is to be used only by the Company and its Employee and only for legitimate business purposes as determined by the Company and the Employee. No other person is permitted to use the Card for any reason. The Company is responsible for all uses of the Card even if another person is allowed to use the Card. 11. Credit Line. The Card has a credit limit as described in the attached Schedule "A". The balance outstanding at any time shall not exceed the credit limit. The difference between the balance outstanding and the credit limit is the available credit line. If the Company exceeds the credit limit,use of the Card may be suspended or terminated. The Bank reserves the right to deny authorization of any transaction made by the Company and/or Employee within their credit limit if the Company's overall credit limit will be exceeded. S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC .% \\\ \p Indemnification. The Company shall indemnify, protect and hold the Bank ha less from and J 12. P Y 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 performance under this Agreement. The Company will, at its own expense, defend any action or proceeding brought against the Bank in connection with any such liability,claim, demand, or other dispute. 13. Amendment. 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 mailed to the Company at its last known address. The changes will be effective 30 days after notice is mailed unless otherwise stated in the notice. Use of the Card after the effective date of the amendment constitutes acceptance of the alteration or amendment. Any other modification, amendment, or waiver of this Agreement,whether in whole or in part must be in writing,signed by both parties. 14. Foreign Currency Conversion. If the Card is used for transactions in a currency other than U.S. dollars,the transactions will be converted to U.S.dollars generally using either(a)the government-mandated rate or(b)the wholesale market rate, in effect the day before the transaction processing date, increased by up to two percent(2%). If a credit is subsequently given for a transaction, it will be decreased by up to two percent (2%). If the credit has a different processing date, then the exchange rate of the credit can be greater/less than that of the original transaction. The currency conversion rate on the day before the transaction processing date may differ from the rate in effect at the time of the transaction or on the date the transaction is posted on the Account. The converted amount shall be provided in U.S. dollars. Amounts converted by common carriers, such as airlines,are billed at rates the carriers use. 15. Assignment/Telephone Monitoring/Credit Information. Bank may assign the Account and all rights under this Agreement to another bank or company or an affiliate of Bank without prior notice. The Company may not assign or transfer the Card to anyone else. The Bank has the right to monitor telephone calls to the SunTrust BankCard relating to the Account. Such monitoring shall be conducted by Bank employees and all information shall remain confidential. The Bank is authorized to make whatever credit inquiries it deems appropriate and to share information regarding the Account with Bank's affiliates. 16. Periodic Review/Financial Information. The Company understands and acknowledges that the Bank has provided the Account(s)to the Company on the basis of the Company's financial condition at the time the Company applied for the Account(s). The Company agrees to submit to the Bank updated financial information periodically upon notification from the Bank. 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, the Account(s) may be terminated and thereafter the Bank may take such action as provided for in paragraph 8 of this Agreement or pursue any other applicable remedy in law or in equity. 17. 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 shall 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 shall remain fully valid and enforceable. Bank can delay enforcing its rights under this Agreement without waiving those rights. A waiver of rights in one instance shall not be a waiver in other instances. S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC 18. Survival. Paragraph 12 and all other provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination thereof,shall survive the termination of this Agreement. 19. Counterpart. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 20. Entire Agreement. This Agreement and the incorporated Schedules 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. 21. Year 2000 Compliance The Company and it's affiliates and subsidiaries have fully implemented its plan(the"Y2K Plan")which insures the Company and it's affiliates and subsidiary's software and hardware systems which impact or affect in any material way the business operations of the Company and it's subsidiaries is Year 2000 Compliant and Ready(defined below). As used herein,"Year 2000 Compliant and Ready"means that the Company and it's affiliates and subsidiary's hardware and software systems with respect to the operation of their business and their general business plan will:(a)handle date information involving and all dates before, during, and/or after January 1, 2000, including accepting input, providing output and performing date calculations in whole or in part;(b)operate accurately without interruption on and in respect of any and all dates before,during and/or after January 1,2000 and without any change in performance;(c)respond to and process two digit year input without creating any ambiguity as to the century; and (d) store and provide date input information without creating any ambiguity as to the century. The parties have caused this Agreement to be executed by their duly authorized representative as of the date set forth below. SUNTRUST BANKCARD,N.A. CITY OF OCOEE,FLORIDA By: By: Name: Name: Title: Title: Date: Date: ATTEST: Secretary (Corporate Seal) S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC _ D U ;J OCOEE SIGNATURE BLOCK FORM CITY: CITY OF OCOEE, FLORIDA By: S. SCOTT VANDERGRIFT, Mayor Executed on: , 199 ATTEST: JEAN GRAFTON, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 199 LEGALITY this day of UNDER AGENDA ITEM NO. , 199 FOLEY & LARDNER By: City Attorney STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared S . SCOTT VANDERGRIFT and JEAN GRAFTON, personally known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE and that they severally acknowledged executing the same freely and voluntarily under authority duly vested in them by said municipality. They are personally known to/ me . WITNESS my hind and official seal in the County and State last aforesaid this day of , 199 Signature of Notary Name of Notary rryped, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): C:\WPS IlDOCSIGCOEElSIGNATUR.BIX I4/3OP98l I$WOIS I PERnut VV SCHEDULE "A" To VISA Corporate Card Agreement And Disclosure Statement CITY OF OCOEE, FLORIDA I. AUTHORIZED CARDHOLDERS: A. Refer to Cardholder Information Forms. B. The Card(s)issued by Bank shall be delivered to: X Company Address: 150 N Lakeshore n r i ve Ocoee, FL 34761 Attention: Joyce Tolbert, Buyer Employee Cardholder(s) Refer to Cardholder Information Forms. If delivery address is different than monthly reconciliation statement address,please include on the Cardholder Information Forms. C. Company may request and authorize Bank to issue additional Cards and/or modify the existing Authorization Cardholder list by delivering an additional or amended Schedule "A" to Bank. Company authorizes the following individuals to submit requests to Bank: Name Signature Wanda Horton Donald Carter Ellis Shapiro II. COMPANY CREDIT LINE: Credit Line approval for Company $ 1 00, n n n-n n S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC III. ACCOUNT CONTROLS: Specific controls regarding the Authorized Cardholder Accounts may be established by the Company. Such controls shall be set forth in the "Implementation Form" and may be amended by the Company upon written notice to Bank. 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 VISA to obtain a temporary VISA Emergency Replacement Card. The Company understands and acknowledges that VISA Emergency Replacement Cards are not controlled by the Company's account controls set forth on the Implementation Form but,rather,are controlled in accordance with the standard VISA operating procedures in effect at the time of replacement. The VISA Emergency Replacement Cards are valid for a limited period of time and the Cardholder must immediately contact the Bank for a permanent Card which shall be issued with the Company's account controls. CITY OF OCOEE,FLORIDA Signed by: Print Name: S. Scott Vandergrift Title: Mayor Date: S:\CCARD\COMMCARD\WPFILES\COMMCARD\AGREEMTS\C-AG&SCH 040199.DOC \\\ \s \5 SCHEDULE "B" \\\2) To VISA Corporate Card Agreement And Disclosure Statement CITY OF OCOEE, FLORIDA Transaction Fee Waived Annual Membership Fee: $2 5.0 0 -per Car d Cash Advance Fee: N/A Late Payment Fee: 1%of Outstanding Bal/$25.00 Minimum Overlimit Fee: $25.00 Other: N/A The Fees described above may be changed by the Bank upon written notice to Company. The changes will be effective 30 days after notice is mailed unless otherwise stated in the notice. \l SUNTRUST \o-,j iUnincorporated Organization Certificate9f�►tithority • .. (Commercial Credit Card Account) I,the undersigned,hereby certify that I am the City Clerk and custodian of the records of City of Ocoee (the"Organization"): that the following is a true and correct copy of certain resolutions duly adopted by the board of trustees or other governing body of the Organization at a meeting duly held on the 16th day of November , 1999 at which a quorum was present and acting;and that the following resolutions are in conformity with the charter and by-laws of the Organization and have not since been rescinded or modified. RESOLVED, that the Organization enter into a commercial credit card account relationship with SunTrust BankCard, N.A. ("Bank") and that any 2 (number required)of the individuals listed below: Print Name Title S. Scott Vandergrift Mayor Ellis Shapiro City Manager Wanda Horton Finance Director is(are)authorized to enter into and execute on behalf of this Organization any agreements or documents Bank may require in order to establish the commercial credit card account relationship; that this Organization shall be bound by the terms and conditions of the agreements,all as now existing or as amended from this time to time. FURTHER RESOLVED, that the undersigned is authorized and directed to furnish said Bank a certified copy of these resolutions, which resolutions shall continue in full force and effect until written notice of modification or revocation of these resolutions has been received by Bank and Bank has had reasonable time to act on such notice,and to furnish said Bank the names and specimen signature of the authorized person(s)named herein,and such persons from time to time holding above positions. I hereby certify that the following are the names and specimen signatures of the authorized person(s) listed in the foregoing resolutions and that each presently holds that title indicated and has full authority for all acts noted herein. Print Name Title Signature S. Scott Vandergrift Mayor Ellis Shapiro City Manager Wanda Horton Finance Director IN WITNESS WHEREOF,I have hereunto subscribed my name and affixed the seal of said Organization this day of (Organization Seal) Signature Title 101755 (1/96) "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER . Ocoee S.SCOTT VANDERGRIFT _ CITY OF OCOEE o � # COMMISSIONERS , �C 0 d 150 N.LAKESHORE DRIVE DANNY HOWELL O SCOTT ANDERSON , !)__.)v OCOEE,FLORIDA 34761-2258 RUSTY JOHNSON �4}� ` (407)656-2322 NANCY J.PARKER *Of GOO' CITY MANAGER ELLIS SHAPIRO Agreement to Accept the Visa Corporate Card Your participation in the VISA Corporate Program is a convenience that carries responsibilities along with it. Although the card is issued in your name, it is City property and should be used with good judgment. Your signature below verifies that you understand the VISA Corporate Program guidelines outlined below and agree to comply with them. 1. The Visa Corporate card is provided to Elected Officials and Staff based on their need to purchase business related travel. A card may be revoked at any time based on change of status. The card is not an entitlement nor reflection of title or position. 2. The card is for business travel purchases only; personal charges are not to be made to the card. 3. The cardholder is the only person entitled to use the card. 4. Improper use of the card can be considered misappropriation of company funds which may result in revocation of the card and/or disciplinary action, up to and including termination. 5. All charges are billed directly to and paid directly by the company. Any personal changes on the card will be considered misappropriation of company funds since the cardholder can not pay the bank directly. 6. Cardholders are expected to comply with internal control procedures in order to protect the City's assets. This includes keeping receipts, maintaining a transaction log, reconciling monthly statements and following proper card security measures. 7. Cardholders are responsible for resolving any discrepancies by contacting the vendor or the bank. 8. A lost or stolen card should be reported immediately by telephone to Suntrust Bankcard, N.A. Customer Service. 9. A cardholder must surrender his or her card upon termination of employment or term of office. Cardholder Signature Approving Manager Signature Cardholder Printed Name Approving Manager Printed Name Date Date povv7i! Protect Ocoee's Water Resources ' id), iX —TOP