VII (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-
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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.
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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.
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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.
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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
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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:
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\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.
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•
(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.
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•
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.
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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:
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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
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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
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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.
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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.
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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
.%
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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
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