#16-7036-BP (SunTrust Bank) AGREEMENT 16-7036-PB
for
VISA COMMERCIAL CREDIT CARD
THIS AGREEMENT, made and entered into on this hc� day of Jo.-ch _ 2017,
by and between SunTrust Bank, authorized to do business in the State of FVorida, whose
business address is 515 E. Las Olas Boulevard, Fort Lauderdale, FL 33301, (the "Contractor"
or "Bank") and Collier County, a political subdivision of the State of Florida, (the "County"
"Participant"):
WITNESSETH:
1. AGREEMENT TERM. The Agreement shall be for a five (5) year period, commencing
on the date and year first written above and terminating on October 10, 2021.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for three
(3) additional one (1) year periods. The County shall give the Contractor written notice
of the County's intention to renew the Agreement term prior to the end of the
Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Contractor
written notice of the County's intention to extend the Agreement term prior to the end of
the Agreement term then in effect.
2. COMMENCEMENT OF SERVICES. The Contractor shall provide purchasing card
services in accordance with the terms and conditions of City of Fort Lauderdale RFQ
#74-11328, and the Contractor's proposal referred to herein and made an integral part
of this Agreement. This authority is granted under Section 18 B., Standardization,
Cooperative Purchasing Organizations and Governmental Contracts, of the Collier
County Procurement Ordinance, as amended, and with the permission of the City of
Fort Lauderdale. This Agreement contains the entire understanding between the
parties and any modifications to this Agreement shall be mutually agreed upon in writing
by the Parties, in compliance with the County's Procurement Ordinance, as amended,
and Procurement Procedures in effect at the time such services are authorized.
3. THE AGREEMENT SUM. As consideration for performance of the duties described
herein, the County shall pay the Bank for charges incurred on the Visa® Commercial
Card Agreement in accordance with the terms and conditions attached hereto and
incorporated herein as Exhibit 1 Participation Agreement.
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Any County agency may services under this Agreement, provided sufficient funds are
included in their budget(s).
4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work. Collier County, Florida as a political subdivision of the State
of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter
212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2.
5. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or faxed to the Contractor at the following Address:
SunTrust Bank
515 E. Las Olas Boulevard
Fort Lauderdale, FL 33301
Attention: David K. Ross, Senior Vice President
Telephone: 954-765-7445
Facsimile: 954-765-7240
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Procurement Services Division
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Edward F. Coyman, Jr. Director, Procurement Services Division
Telephone: 239-252-8407
Facsimile: 239-252-6480
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. The
County will not be obligated to pay for any permits obtained by Subcontractors.
Payment for all such permits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Contractor. The Contractor shall also be solely responsible
for payment of any and all taxes levied on the Contractor. In addition, the Contractor
shall comply with all rules, regulations and laws of Collier County, the State of Florida, or
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the U. S. Government now in force or hereafter adopted. The Contractor agrees to
comply with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the Agreement of the Contractor. Should the Contractor fail to correct any
such violation, conduct, or practice to the satisfaction of the County within twenty-four
(24) hours after receiving notice of such violation, conduct, or practice, such suspension
to continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. TERMINATION. Should the Contractor be found to have failed to perform his services
in a manner satisfactory to the County as per this Agreement, the County may terminate
said Agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of non-
performance.
In the event that the County terminates this Agreement, Contractor's recovery against
the County shall be limited to that portion of the Agreement Amount earned through the
date of termination. The Contractor shall not be entitled to any other or further recovery
against the County, including, but not limited to, any damages or any anticipated profit
on portions of the services not performed.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Contractor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the
Contractor or anyone employed or utilized by the Contractor in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified
party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
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11.1 The duty to defend under this Article 11 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
Contractor, County and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being
provided to Contractor. Contractor's obligation to indemnify and defend under this
Article 11 will survive the expiration or earlier termination of this Agreement until it is
determined by final judgment that an action against the County or an indemnified party
for the matter indemnified hereunder is fully and finally barred by the applicable statute
of limitations.
12. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Procurement Services Division.
13. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. Contractor further represents that no
persons having any such interest shall be employed to perform those services.
14. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the
following component parts, all of which are as fully a part of the Agreement as if herein
set out verbatim: Contractor's Proposal, City of Fort Lauderdale RFQ #74-11328, in its
entirety, and Exhibit 1 Participation Agreement.
15. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this Agreement is subject to appropriation by the Board of County
Commissioners.
16. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any employee
of the firm from contact with County staff for a specified period of time; b. Prohibition by
the individual and/or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate
termination of any Agreement held by the individual and/or firm for cause.
17. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the
Contractor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety (including, but
not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida
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Public Records Law Chapter 119, including specifically those contractual requirements
at F.S. § 119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if the Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the Contractor or keep and maintain public
records required by the public agency to perform the service. If the Contractor
transfers all public records to the public agency upon completion of the contract,
the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract,
the Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a
format that is compatible with the information technology systems of the public
agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall
promptly notify the County in writing. Failure by the Contractor to comply with the laws
referenced herein shall constitute a breach of this Agreement and the County shall have
the discretion to unilaterally terminate this Agreement immediately.
18. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at the
discretion of the successful proposer.
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19. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
20. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this Agreement in compliance with the Procurement Ordinance, as amended, and
Procurement Procedures.
21. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by
this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall
be attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to mediation
as required hereunder, the other party may obtain a court order requiring mediation
under section 44.102, Fla. Stat.
22. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
23. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the RFQ #74-11328, the Contractor's
Proposal, this Agreement shall take precedence.
24. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void. If
Contractor does, with approval, assign this Agreement or any part thereof, it shall
require that its assignee be bound to it and to assume toward Contractor all of the
obligations and responsibilities that Contractor has assumed toward the County.
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IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
. k^"" '": ,, BOARD •F NTY COMMISSIONERS
AT � 9 COLLIE', ' O Y, FLORIDA
DWIGHT-E. BR's s . =Clerk
`° \ Z By: ,lailL✓ ....k.d A
' Attest as;. Raman s Penny Tayl.� airman,
Contractor's Witnesses: SunTrust Bank
1 Contractor
�. ....
/ 11P
First Ss r .-- By: ,.Sign,. tfrel� _
TType/print witn ss nameT TType/printisignature and titleT
,/L-4500, ' 'e
Second Witness
✓lAi .4t1"71-5"V3
TType/print witness name?'
Approrve�d� as to Form and Legality:
Assistant County Attor ey
Colleen WI- &Keene
Print Name
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EXHIBIT 1
PARTICIPATION AGREEMENT
(following this page)
Page 8 of 8
16-7036-PB
VISA COMMERCIAL CREDIT CARD
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tlit4 SUNTRUST RUST Exhibit 1 to Agreement 16-7036-PB-Participation Agreement
PARTICIPATION AGREEMENT
THIS EXHIBIT 1 - PARTICIPATION AGREEMENT (the 'Participation Agreement') is an exhibit to and is incorporated by this
reference into the AGREEMENT 16-7036-PB for VISA COMMERCIAL CREDIT CARD ('Agreement 16-7063-PM')executed by
and between Collier County,a political subdivision of the State of Florida,(`Participant"or"you")and SunTrust Bank("Bank").
WITNESSETH:
WHEREAS,pursuant to that certain Commercial Card Agreement dated the 3rd day of December,2014 by and between
City of Ft Lauderdale(the"Company')and Bank(the`Commercial Card Agreement`), Bank has agreed to provide commercial
card services to Participant:and
WHEREAS; Participant desires to receive the such services from Bank pursuant to the terms and conditions of the
Commercial Card Agreement and the Agreement 16-7063-PB,
NOW, THEREFORE, lir consideration of the foregoing premises and the mutual agreements, provisions and covenants
contained herein.the parties agree as follows:
1. Definitions. Except as otherwise provided herein, all capitalized terms used herein which are defined in the
Commercial Card Agreement and the Agreement 16-7063 PB shall have the meaning set forth in those Agreements
2. Representations and Warranties and Obligations. By execution of the Agreement 16-7063-PB, Participant
acknowledges that it has received and agrees to be bound by all the terms and conditions of the Commercial Card Agreement
The Agreement 16-T063-PM and the Commercial Card Agreement shalt remain in effect according to their respective
terms with respect to Bank and Participant without regard to the continued existence or enforceability of the
Commercial Card Agreement with respect to Company or any other Participant All references to "Company' in the
Commercial Card Agreement shall be deemed to constitute references to Participant, with the exception of the Piggyback
Rebate Program. Without limiting the generality of the foregoing. Bank and Participant agree that the Participant shall only
be responsible for the transactions, fees. charges and other amounts due under the Commercial Card Agreement related to
the use of such Participant's awn Caro Accounts; Participant shall receive discounts and rebates(if applicable) only for the
transactions, fees. charges and other amounts cue under the Commercial Card Agreement related to the use of Participant's
own Card Accounts, the Company shall net be liable for any of the transactions. fees, charges and other amounts of any
other participant who may execute a participation agreement: and Participant shall not be liable for any transaction tees
charges or other amounts of Company or of any other participant Participant represents and warrants that it is a government
entity. and that its execution and performance of its obligations under the Agreement 16-7036-PB and the Commercial Card
Agreement and its receipt of services and benefits under such agreements does not and will not violate any law, regulation,
decree,judgment or order applicable to the Participant.
3• Miscellaneous. The Agreement 16-7036-PB shall be governed by and construed in accordance with the
substantive laws of the State of Florida,ar.d as applicable, federal law The headings.captions,and arrangements used in the
Agreement 16-7036-PB are for convenience only and shall not affect the interpretation of the Agreement 16-7036-PB The
Agreement 16.7036-PB may be executed in any number of counterparts,all of which,when taken together shall constitute one
and the same document and each party hereto may execute the Agreement 16-7036-PB by signing any of such counterparts.
TEND OF EXHIBIT'J to AGREEMENT 16-7036-PB—PARTICIPATION AGREEMENT]
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City of Fort Lauderdale FL
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100 North Andrews Avenue Fort Lauderdale FL 33301
I. Initial Term: Five S Years from the Effective Date.
II. Card Network.
® MasterCard ®Visa
III. Commercial Card Program(s):
® Purchasing Card ❑ Corporate Card ❑ Executive Corporate Card ❑ Central Travel Account
IV. Enterprise Spend Platform("ESP").
The Company acknowledges that,as between the Company and the Bank,the Bank and its third party licensors retain all right title and interest
in the Enterprise Spend Platform ("ESP"). The Company agrees to use ESP solely in accordance with the user manuals,reference guides,
training materials, help screens and other materials provided by the Bank which describe the features and functionality of ESP (the "ESP •
Materials"),
ESP Payables module.
® Yes ❑ No
If the Company has chosen the ESP Payables Module(described in the ESP Materials),then the Company also acknowledges and agrees that
it will provide the Bank with a list of its suppliers and related contact information. The Company shall be responsible for obtaining any consents
required from its Suppliers to enable the Company and/or the Bank to disclose and use its suppliers' information for use with ESP and the
Purchasing Card program.
V. ESP Buyer Initiated Payments Option("BIP').
® Yes ❑ No
The BIP option is used for payables and purchasing card and is described in the ESP Materials. Please note that,as a condition of using BIP,
the COMPANY AGREES TO IRREVOCABLY WAIVE ANY AND ALL CHARGEBACK RIGHTS IT MAY HAVE ON ANY PAYMENT MADE TO
A SUPPLIER USING THE BIP PAYMENT OPTION.
VI, Cash Advances using a PIN.
❑ Shall be permitted
® Shall not be permitted
VII. Invoicing. Unless otherwise specified on Schedule B,company fees shall be invoiced via:
® Card Statement
❑ Account Analysis: Company payments processed via the Company's Deposit Account @ SunTrust—DDA#
"Account Analysis" means the Bank's billing system used to manage billing for certain products/services. If the Company elects to use
Account Analysis for billing and payment of fees due the Bank,the Company,by listing its Deposit Account number above authorizes the Bank
to direct debit such fees to the Company Deposit Account.
VIE Cardholder Information Requirement.
The Company shall provide the following Cardholder information: Name,business address,billing address,telephone number,and the last four
digits of the cardholder's social security number
City of Fort Lauderdale September,2014 Page 1 of•11
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IX. Card Delivery.The Card(s)shall be delivered to:
® The Company at:
11* s rMIC p c . Mt;, s5 VIAMI >
Barry Sageman
100 N.Andrews Ave Fort Lauderdale FL 33301
0 Each Individual Cardholder
X. Program Administrators.The Company designates the following individuals as authorized Program Administrator(s):
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Stephanie Gordan Purchasing Assistant
suordan aC�fortlauderdale.gov 954-828-5933
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100 N.Andrews Ave Fort Lauderdale FL 33301
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Lura Rogers Administrative Aide
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Maureen Lewis Secretary 1
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100 N.Andrews Ave Fort Lauderdale FL I 33301
The Company may change or add designated Program Administrator(s)by written notice to the Bank.
XI. Account Controls.
(A)Card Accounts(not applicable for Card Accounts manacled under the Enterprise Spend Platform program):Specific controls regarding Card
Accounts are established during the implementation process and may be amended from time to time by the Company or the Bank. Card
Account controls may be amended from lime to time by the Bank and may be amended by the Company only upon prior written approval of the
Bank.
(B)Emergency Replacement Cards: In the event any Card is lost,stolen, or damaged and a replacement Card is required during weekends,
holidays,or Bank dosing hours, the Cardholder may call the Network to obtain a temporary Emergency Replacement Card. The Company
understands and acknowledges that Network Emergency Replacement Cards are not controlled by the Company's account controls set forth on
the Implementation Form but, rather, are controlled in accordance with the standard Network operating procedures in effect at the time of
replacement. The Network 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.
XII. Affiliates. The following Affiliates are designated by Company to receive services under this Agreement(additional Affiliates
can be added via an additional form signed by both the Company and the Bank):
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City of Fort Lauderdale September,2014 Page 2 of 11
dikAts
UNTRISr Commercial Card Agreement—Fee Schedules
Company City of Fort Lauderdale
Date:
ll 1,,,, '� .- . s" I a' yr}' '.iii a wi G 7, .-, ... m
�' '�
�f at�Y�' x{. urw4�.c� +;�£j_3]'4ij�a. 3�Ts.Y.'�,.'�` f„„,,,,..,,,..,..,,or_ 5j�3,U r
. '.,,,„...,Yi ,,...:•.�L=}3�3�.5,.•#u!'`CS'tlf�ii�"E ...,,•. �t1:,,,,,a:� :.u' ..,..,e _ tfxXx h�°S,LU_i.� aA.I .
Annual Card Fee $Waived
Annual Executive Card Fee(Corporate Card Only) $100 per card
Central Travel Account(CTA)Annual Fee $150 per account
Annual Rewards Fee(Corporate Card Only) $75 per enrolled card
Cash Advance Fee 3%($3 minimum/$30 maximum) -I
Late Fee Central Bill Waived
Late Fee Individual Bill(Corporate Card Only) $15
Foreign Transaction Fee Pass through from Network(currently 1%)
Non-Sufficient Fund Fee $29 each
Copy of Sales Slips&Statements $3 each
Card Replacement Fee None ,
"Rush"Delivery Fee for Card Replacement _ $25 (
Program Administration Annual Maintenance Fee $3,500.Paid in arrears if prior year's Annual Spend does not
exceed$500,000
Supplier Maintenance Fee(Payables Manager Only) Waived r
.-444.,,,,,,:„„A„,;,if%;';I� ��j�P •5# a a L __ate... ,+� -, 40 xiq. .1 1%1%. 47::` ,'}, r'VA reg
fP �}"r b tf' AA,t'+ z'.;; ‘,1'.1%.40,4= i ;:i U 9i +i iufi r L'• ' ..i3"` 'rte j iw. 3 t•.
if� i. � rt , #,t-,_ f fti .1; ` h-. ' g i 5 iv- s_ 5+, -v ..y Ft ��� .,,i�'F r' '`j .E,"S''t<
i., sr s�A 4 P d 'ilg +" max i � gi u 9.5:1: -ifit 4 442:rk J'? r -t
Y,.a„ - r, . -lis> FL ••- ra1 u .;c , .s . H.ss.. r.k : n u +" . 'eFe r .s..:..j'i.. . -ii..
Card Design:Logowaived
Card Desi.n:Custom Plastic Priced u.on re.uest
Data Extract:File Set-u•Fee Standard Included
Data Extract File Set-up and Maintenance Fee(Custom •er file $2,500
Data Extract:Auto-Generate Set-u.Fee $1,500
Data Extract:Auto-Delive Set-u•Fee $1,500
ESP Module:Statement Manager Set-up Fee Included
ESP Module:Expense Manager Set-u.Fee $5,000
ESP Module:Payables Manager Set-up Fee Waived
ESP Module:Rs.uisition Mana'er Set-u. Fee $5,000
ESP Module:Transaction Manager Set-up Fee(Single Level Approval) Waived
ESP Module:Transaction Manager Set-up Fee Multi Level A.'royal Waived
FTP Set-u•Fee $2 500
File Translation Set-u.Fee and Maintenance Fee.er file $2 500
Imaging Set-up Fee $1,000 ' _
Online Form Set-u.Fee Standard Forms Included
Online Form Set-up Fee(Custom Forms) U.to$1,000•er form _
Third Pa Data Im.ort Set-u.Fee $5,000.er 3"Party
Tralnin.:Instructor lead,web-based for Pro.ram Administrators s Included
(Trarainin.:On site $2,500.erda
5L n Iii • �. 3 G lu , fia 1' r.. +., iMe'L 1. �tv t�.
•- Ir i! e,ta5i....,� ■ 1 54giila; _ v41;014i •3if.,iu)lr-i.i•i 5 ;;9� pan! *ir, '; li £.at' j -
Expense Report Fee $2.00•erex.ense re.ort
Imaging Fee _ $0.35•er ima.e $100 minimum •er month
Statement Mana.er:3fd Part Statement Fee $2.00.er statement
`: i ,- i . a s :4'- ., I sl lAflr Iii ` i Y mi It r e I i . _ �i i u t r ohi„. %,11 ,7}
iii Jr1 •.( : i,L. I?imMilt `+alhim.4.14umetp•;,.:, -Olil"..r.l irtM ,rri �riiw,::4 ;t, ttv!1a.._,. 6 t,S._ 1 ,, f I,( w
JLLri ._.. . clrw,ll it � �..,:
Professional Services $250.er hour
NOTE: Notwithstanding anything to the contrary in the Agreement or this Fee Schedule,all fees,charges and rebates are subiect to change by the
Bank upon 60 days prior written notice to the Company if an event external to the Bank materially increases the Bank's cost of providing the Program
or decreases the revenue the Bank receives from the Program during the term of this Agreement(for example:changes in Network rules;decreases in
interchange revenue paid to the Bank by a Network;changes in federal or state laws,rules or regulations;increases in funding costs due to interest rate
changes or deterioration in your financial condition).
City of Fort Lauderdale September,2014 Page 3 of 11
Net-Spend Rebate Program
In accordance with the table,below, at the end of each rebate period,the Company shall receive a revenue share of its Net Spend`based upon the
following calculation.The Annual Spend"amount shall determine the Rebate Rate,The Net Spend shall be the Annual Spend less"Cash Transactions"
("Cash Transactions"mean transactions from financial institutions such as cash advances,convenience checks,travelers'checks,gift cards,etc.)less
"Large Ticket Transactions"("Large Ticket Transactions"mean transactions that qualify for reduced interchange rates or transactions from merchants
that have negotiated reduced interchange rates.).At the end of each rebate period,the Net Spend Rebate"shall be the Net Spend for the rebate period,
multiplied by the Rebate Rate described below and reduced by charge-offs(which may carry over to subsequent rebate periods).Charge-offs mean all
amounts that remain unpaid by the Company or Cardholder for a period of 180 days,including personal charges made by the Cardholder or Authorized
User.
Rebate periods are yearly(on a 12-month cycle,beginning October and ending in September)commencing the month of the Effective Date and shall
continue for consecutive yearly periods during the term of the Agreement.Rebate payments shall be paid to the Company by ACH within sixty(60)days
after the end of each rebate period. y jy j �.r
P A , , {�'Rktiit tel. +�`ei IrS's`�`tf �l u
a a) �� l�' ti, t 1, 't+ntl�c�i� `' : -� �i.- �2b` R,{a-0w a u�n[' rc�t
x Y
.r y '. t , ' ..'`„ "...,yaaau nA•„r1,�1?,441?iZak,w:,., 1 Writ
11'.;,air e.� ;
aiAoza
is i ttic'iil - ,yerif, ll,r 0.00% 0.00% ' 0.00%
y,F�v,att x
s •II a I t l,. 1C I1t1 1 1' 1.15% 1.20% 1.30%
4 k r..,-^s4' ^f.,eu e- Pte;:CSP.
,, ,sv., tii}gglt'i r'i.� .
•. r 1 4 r. 1.45% 1.50% 1.60%
]t
In
:i ';� . k[,, °i,°!R( 1.60% 1 65% 1.75%
., Net Spend Rebate=[Net Spend x Rebate Rate]—[Charge-offs]
Net Spend=[Annual Spend]—[Large Ticket Transactions)—[Cash Transactions]
Annual Spend=[Purchases]+[Cash Transactions]—[Credits]—[Fees]
Large Ticket Rebate Program
At the end of each rebate period,the Company shall receive a revenue share of its Large Ticket Transactions based upon the following calculation.The
Large Ticket Rebate shall be the sum of the Large Ticket Transactions for the rebate period multiplied by 0.35%.The rebate periods are yearly(on a 12-
month cycle,beginning October ending in September)commencing the month of the Effective Date and shall continue for consecutive yearly periods
during the term of the Agreement. Rebate payments shall be aggregated with the Net-Spend Rebate Program and paid to the Company by ACH within
sixty(60)days after the end of the rebate period.
Piggyback Rebate Program
At the end of each rebate period, the Company shall receive a revenue share of the Net Spend generated by the Company and all participating
Participants,based upon the following calculation.The Piggyback Rebate shall be the sum of the Net Spend of the Company and all Participants for the
rebate period multiplied by 0.05%.The rebate periods are yearly(on a 12-month cycle,beginning October and ending in September)commencing the
month of the Effective Date and shall continue for consecutive yearly periods during the term of the Agreement. Rebate payments shall be aggregated
with the Net-Spend Rebate Program and paid to the Company by ACH within sixty(60)days after the end of the rebate period.
For purposes of clarity,Participants are not eligible for and shall receive no portion of the Piggyback Rebate incentive.
Rebate Payments
The Bank will initiate the rebate to the Company by ACH credit entry to the depository account noted below within sixty(60)days following the established
rebate payment time as set forth in this Schedule B.Company also authorizes Bank to initiate ACH debits to the Company's depository account as necessary
to correct errors In Rebate payments.
This Authorization will remain in effect until the Company notifies Bank in writing(in accordance with the notice provisions of the Agreement)to revoke this
Authorization and the Bank has a reasonable time to implement the revocation.
The Bank is authorized to terminate the Authorization at any time by written notice mailed to Company's last known address.
The Bank is authorized to send the Commercial Card Rebate ACH payment to Depository Bank Name
Transit and Routing Number
Account Number in the name of ("Company Depository Account").
This Authorization is subject to the terms and conditions of this Agreement,any other account agreements,and applicable State and Federal law and
regulations in effect from time to time. Company also agrees to be bound by the NACHA Operating Rules.
City of Fort Lauderdale September,2014 Page 6 of 11
TERMS AND CONDITIONS
This Commercial Card Agreement("Agreement"),effective as of the (p) "Network'means the applicable Card network (MasterCard or
date first above written(the"Effective Date")between SunTrust Bank Visa)as identified above, that operates the payment system through
(the "Bank") and the above-named Company is governed by the which Card transactions are processed at the point of sale or use.
following Terms and Conditions:
Recitals (q)"Participant"means a county, city,municipality, town,authority,
public school or public hospital in the State of Florida that (i) is
A. Followinga competitively bid authorized by the Bank to receive services pursuant to this agreement,
p y procurement process, the and(ii)has executed a Participation Agreement in the form set forth in
Company has applied to the Bank for commercial card account Exhibit 1 attached hereto.
services and associated technology solutions (the"Program") to be
established in the name of the Company, (r) "Personally Identifiable Information" means Cardholder
B. The Bank agrees to provide the Program to the Company under information obtained by the Bank by virtue of the Bank's provision of
the services requested by the Company under this Agreement
the terms and conditions stated above and below. including Cardholder names, addresses, telephone numbers, email
Terms and Conditions addresses, Card Information, Card numbers, Credit Limits, account
information and other information which may be used to identify a
1. Definitions. specific individual.
(a)"Activation Date"means the first date upon which a Card is used (s) "Program Administrator" means the person(s) the Company
by an Authorized User. designates on Schedule A, in connection with the day-to-day
(b)"Affiliate"means any legal entity which controls,is controlled by,or operation and administration of the Program as described in Section
is under common control with a party to this Agreement. For purposes 4(b).
of this definition, "control"means direct or indirect ownership of more (t) "Supplier" or "Merchant" means the individual or entity from
than 50%of the voting,economic or equity Interest in an entity, whom an Authorized User procures goods and/or services utilizing a
(c)"Authorized User"means a Cardholder or any person whom the Card Account as payment.
Company or any Cardholder authorizes to use a Card. (u)"Unauthorized Use" means the use of a Card by a person other
than an Authorized User who does not have actual, implied, or
(d)"Card"or"Cards"means any physical card and/or Card Account apparent authority for such use,or the use of a Card by an Authorized
issued by the Bank to the Company(or its Affiliates)for its Cardholders User, and from which the Company, received no benefit, directly or
pursuant to this Agreement. indirectly.
(e)"Card Account"means the account number established for each 2. Card Accounts and Credit Limits.
Card under the Company Account for posting Card transactions and
other account activities. (a) Issuance of Cards. The Bank will issue Card Accounts to the
(f) "Card Credit Limit" the amount of Charges and Fees to Company in accordance with this Agreement, and the Bank will
which each Card Account can meanse y the Bank. manage the operation, content and features of each Card Account
pursuant to the rules established by the applicable Network.
(g)"Cardholder'means the individual in whose name a Card Account (b) Lending to Company; Credit Line/Credit Card Limits and
is issued or who is designated by the Company as being expressly Modification of Limits. The Bank will lend money to the Company via
authorized to use such Card Account on behalf of the Company.The Charges and applicable Fees incurred by a Card Account.The Bank
Company acknowledges that this definition of a Cardholder is for the has the right to limit all Charges and Fees owed by Company to the
purpose of this Agreement only and may not apply with respect to Company Credit Line. If Company exceeds the Company Credit Line,
other commercial card services or features including the Network certain Fees may apply.The Bank may modify the Company Crodit
Corporate Liability Waiver or Travel Insurance programs. Line and/or the Card Credit Limits at any time In its reasonable
(h)"Cardholder Agreement"means the agreement between the Bank discretion. The Bank shall notify the Company of any such
and a Cardholder governing the use of a Card,as the same may be modification.
amended by the Bank from time to lime. (c) Establishment of Participants. The Company may refer
(i)"Cash Advances"means use of a Card Account to obtain cash or proposed Participants to the Bank or the Bank may notify the Company
its equivalent (including money orders, travelers checks or similar of participating Participants. Other than the Piggyback Rebate
cash-like transactions). Program, described above,the Company will riot charge or receive
compensation for any Participant that is added to this Agreement.
Q) "Charge" means a purchase or Cash Advance obtained by an Services to Participants will be administered in accordance with this
Authorized User on a Card Account. Agreement and the Participation Agreement. The Bank, in its sole
discretion, shall determine whether or not a proposed Participant is
(k)"Company"means the Company described above and the named financially qualified to participate in this Agreement. If the proposed
Affiliates designated in Section XII above, if any. The Company will Participant is accepted by the Bank, such Participant shall execute a
have the right to (i) delete one or more of its Affiliates upon written Participation Agreement in the form set forth in Exhibit 1 attached
notice to the Bank,and(ii)add Affiliates upon the prior written approval hereto, together with any other documentation reasonably deemed
of the Bank,which approval shall not be unreasonably withheld. necessary by the Bank in conjunction with its provision of services
(I) "Company Account" means the corporate liability account to be under the Agreement, The Bank and Company agree that Company
established by the Bank in the name of the Company. The Company shall be responsible only for transactions, fees, charges and other
Account includes one or more Card Accounts each with a specified amounts due under the Commercial Card Agreement related to the
account number. use of Company's Card Accounts,and Company shall not be liable for
any transactions, fees, charges and other amounts related to any
(m)"Company Credit Line"means the aggregate maximum amount Participant's Card Accounts, nor shall Company seek to impose
to which the Bank can collectively limit Charges and Fees on all Card responsibility or liability on any Participant for Company's transactions,
Accountsfees, charges and other amounts due under the Commercial Card
(n)"Confidential Information"means all non-public information that is Agreement related to the use of Company s Card Accounts.
confidential pursuant to Florida law.
(o)"Fees"mean the fees described on the attached Schedule B.
City of Fort Lauderdale September,2014 Page 5 of 11 '
3. Charges and Fees. The Company shall pay to the Bank all Charges (d)Unencrypted Email. The Company recognizes that unencrypted
and Fees incurred in accordance with the terms of this Agreement. email is inherently insecure and that such communications and
(a)Use of Cards. Authorized Users may use the Cards for business transfers occur openly and can be monitored, intercepted, rerouted,
copied and read by others. If the Company chooses to communicate
purposes only to(i)purchase goods or services;and(ii)if permitted by with the Bank using unencrypted email, the Company assumes the
the Company, receive Cash Advances. Any use by an Authorized entire risk for such use.
User of a Card,whether or not the Card was presented in person or
used when the card is not present(such as Internet,mail or telephone (e)Cardholder Identification Information. The Company will provide
order purchases) and whether or not the Cardholder's signature was to the Bank the identification information regarding each Cardholder as
obtained, may result in a Charge to a Card Account. For Cash described in Section VIII above and update this information from time
Advances, the Bank adds an additional Fee. A Cash Advance may to time during the term of this Agreement.The Company is responsible
also include a surcharge imposed by the Merchant or ATM operator, for notifying each Cardholder that such identification information is
(b) Foreign Exchange. The Bank and the Network convert any being provided to the Bank for the purpose of establishing a Card
Account.
Charge made in a foreign currency into U.S. dollars using the
conversion rate in effect on the day the transaction is posted to a Card 5. Card Issuance to Cardholders.The Company will send a request for
Account. The Network conversion charge and the Bank's current a Card to be issued to a Cardholder with the Cardholder identification
conversion charge (the "Foreign Exchange Fee") are added to the information and Card Credit Limit(subject to the Bank's approval)for
transaction amount. The currency conversion rate may not be the each designated Cardholder,Upon the Bank's approval,a Card will be
same as existed on the day the Authorized User actually initiated the issued and delivered together with a copy of the Bank's then current
transaction. Please note that,when a credit is subsequently given for Cardholder Agreement.The Bank may issue renewal,replacement or
the transaction, the currency conversion rate at the time the credit is temporary replacement cards for any Card from time to time.
issued shall be applied,Therefore,the credit currency conversion rate
may differ from the rate applied to the original charge,and as a result, 6. Company and Cardholder Liability;Payment Procedure.
the amount of the credit may be different from the amount that was (a)Company Liability for All Charges and Fees. Subject to Section
originally charged for the transaction. The amount of the transaction 7,the Company will be liable for all Charges and Fees incurred by use
after conversion (including Foreign Exchange Fee)is shown on the of a Card even if (i)the Card Credit Line is exceeded, or (ii) the
statement. aggregate of all outstanding Charges end Fees exceeds the Company
(c)Late Payment Fees.If the amount due in the periodic statement is Credit Line, or(iii)an Authorized User or Cardholder exceeds his or
not paid in full on or before the stated payment due date,the unpaid her authority. The Bank will send the Company and each Cardholder
portion of the outstanding balance will be shown in subsequent periodic statements in a manner agreed upon by the parties detailing
periodic statements as a'past due amount."If the past due amount is the Charges and Fees which must be paid in full by the Company on or
greater than twenty-five dollars($25.00),the Bank may assess a fixed before the payment due date stated in the periodic statement.
dollar amount or percentage of the past due amount as described in (b) Payments. All payments will be made in U.S.dollars which are
the Fee Schedule ("Late Payment Fee"). The Bank may assess the drawn on a U.S.financial institution. Payments will be made by mail at
Late Payment Fee in each subsequent periodic statement until the the address shown on the periodic statements or by electronic means
past due amount is paid in full. agreed upon by the parties. Card Accounts will be credited as of the
4. Company Responsibilities. date a payment is received. If the Bank receives a payment in an
amount less than the outstanding balance shown on the periodic
(a)Use of Cards for Business Purposes only In Accordance with statement,the Bank may apply such partial payments to the balance
Agreement. By signing this Agreement,the Company is bound by all as the Bank elects.
of the terms and conditions and any subsequent amendments. The
Company agrees(and agrees to notify its Cardholders)that the Card 7• Liability for Unauthorized Use. The Company agrees to promptly
may be used for business purposes only and will not be used for notify the Bank of any lost or stolen Card,Unauthorized Use of a
personal, family or household purposes, or for any transaction illegal Card, andlor termination of the employment of any Cardholder
under Florida law, federal law, the law of any jurisdiction where the (call toll free at 1-800-836-8562). The Company is liable for all
card may be used,or under applicable Network rules.The Company is extensions of credit obtained through the use of the Company Account;
responsible for any use of a Card by an Authorized User,including any provided,however,that so long as the Company follows the Disputes
illegal or other prohibited use. The Company shall establish and and Chargebacks procedures set forth in Section 15,the Company will
monitor internal procedures and guidelines for use of the Cards.The not be liable for Unauthorized Use of any Cardunless a.) the
Bank will have no obligation to inquire or verify whether use of a Card Unauthorized Use occurs In a situation where Bank and card network
by an Authorized User complies with such procedures or guidelines. security is running and has not been compromised but the Company
has failed to employ reasonable security precautions and controls
(b)Affiliates of Company. Any act or omission of any Affiliate of the regarding the Cards or b.)the Unauthorized Use results in a benefit,
Company shall be deemed an act or omission of the Company for directly or indirectly, to the Company.Written notification can be sent
which Company and such Affiliate shall be jointly and severally liable, to SunTrust Bank at,P.O.Box 598202,Orlando,Florida 32859-8202.
including liability for any fees and charges incurred by such Affiliate.
8. Network Corporate Waiver Protection Program. The Company may
(c) Appointment and Duties of Program Administrators. The be eligible for reimbursement for employee fraud under a Network
Company authorizes its designated Program Administrator(s) to Corporate Waiver Protection Program ("Network Waiver Program').
complete documentation and otherwise act on behalf of the Company The type and amount of Charges which qualify for reimbursement will
in connection with the day-to-day operation and administration of the be determined by the applicable Network and the Network may change
Company Account. The Bank may deal with any person who the terms of the Network Waiver Program at any time. The Bank will
reasonably identifies himself/herself as a Program Administrator in all provide a copy of the terms and conditions associated with such
matters relating to the operation and administration of the Company Network Waiver Program upon request.
Account and is entitled to rely on any communication signed by a
Program Administrator and on any instructions, authorization or 9. Termination.
information received from a Program Administrator. The Bank is not (a)Initial Term of Agreement. The initial term of this Agreement will
responsible for any Program Administrator that exceeds the limits of be for the period stated in Section I above. Thereafter,this Agreement
their authority.The Company may change the person(s)designated as shall automatically renew for consecutive one(1)year terms.
a Program Administrator by written notice to the Bank and any such
change will be effective upon receipt by the Bank of such notice. (b) Termination of Agreement by Either Party. Notwithstanding
Section 9(a),a party may terminate this Agreement:
(i)al any time by providing the other party no less than sixty(60)
days prior written notice;or
City of Fort Lauderdale September,2014 Page 6 of 11
A) ./''—''.
(CAO)
".—,
(ii)if the other party fails to make any payment required under this (d) Liability for Pre-authorized Payments. The Company will be
Agreement when due and such failure continues for thirty (30) liable for any pm-authorized payments charged to a Card Account,
days thereafter;or even after the Card is cancelled, unless such charges are reversed
(iii)if the other party fails to perform any material term or condition,
subject to the Company's chargeback rights.
or breaches any representation or warranty,of this Agreement and 11. Issuance of PINs/Liability.(The provisions of this Section 11 shall
such failure is not cured within thirty(30)days following receipt of be operative if and only if Company requests issuance of PINs in
written notice thereof;or writing.)
(iv) if the other party experiences a liquidation, dissolution, (a)Cardholders PINs for ATM Usage. At the Company's Request as
insolvency or the filing of bankruptcy proceedings against it. indicated in Section VI above, the Bank may issue a Cardholder a
(c) of by Bank may this personal identification number("PIN")enabling the Cardholder to use
(c)Terminationeoany Agreementprodeet r by Bank.,effective The immediately may terminateo if: the Card at accessible ATMs to obtain Cash Advances.The Company
Agwill instruct each Cardholder not to disclose the Cardholder's PIN to
(i) the Company supplies any credit information that is false or any other person.Transaction records issued by an ATM are solely for
misleading;or the Company's convenience,and in the event of any dispute as to the
accuracy of such records, the Bank's internal records will be
(ii)the Company is sold,merged,or acquired by another entity;or conclusive.
(iii) garnishment or attachment proceedings are initiated against (b)Liability for Unauthorized Use of a PIN. The Company will be
the Company or its property,except as applied to the Company's liable for all charges incurred through the Unauthorized Use of a PIN in
payroll;or the event such Unauthorized Use is the result of the failure of the
Company or a Cardholder to(i)maintain the security or confidentiality
(iv)the Company defaults on any other credit facility or obligation it of the PIN,or(ii)keep the PIN and the Card separate.
has with the Bank;or
12. Representations and Warranties. The Company represents and
(v) the Bank, using its reasonable and customary credit warrants that:
underwriting criteria, determines that the Company's financial
position has deteriorated to the extent that the Company has (a) it has the requisite power and authority to execute, deliver and
become an unacceptable credit risk. perform its obligations under this Agreement,
(d)Obligations upon Termination of Agreement. Upon termination (b)it is a government entity, and its execution and performance of its
of this Agreement: obligations under This Agreement and its receipt of services and
benefits under it does not and will not violate any law, regulation,
(i)all outstanding Cards will be cancelled and all rights or benefits decree,judgment or order applicable to Company,and
of the Company or any Cardholder with respect to the Cards will
be terminated; (c)its execution of this Agreement will not violate any other agreement
(ii)the Company will immediately be liable for the aggregate of all between the Company and any third party.
Charges and Fees properly due hereunder(regardless of when Company's failure to fulfill the above representations and warranties
posted to the Company Account or any Card Account), accrued will be deemed a material breach and Bank will,upon written notice,
Fees, and accrued interest. . All such sums will be promptly due have the right to immediately terminate this Agreement.
and payable by the Company;
13, Limitation of Liability.
(iii)[Reserved.];and
(a)Limitation of Liability. To the maximum extent provided by law
,(4v-)-the-ner-prevailing-party-in titigaticreafteranrand-aftllappeat5 neither party will be liable to the other for any special, punitive,
.willepayeany-and-eil-reasenable-cestsr-reasenable--expensesean4 exemplary,indirect or consequential damages,including but not limited
-reasonable---aUerfleys'ofres---ineursed--,by---the--prevailing- party to,lost profits and lost revenues,without regard to the form of the claim
-regarding-the--selleetien--of--sums--due arid-awing—under---#hie or action or whether the claim is in contract,tort or otherwise,and even
,Agreement. if the defending party knew or should have known such losses or
10. Cards and Cancellation of Cards, damages were possible or likely. Notwithstanding anything to the
contrary in this Agreement,in no event shall the Bank be liable to the
(a)Ownership of Cards. All Cards remain at all times the property of Company for losses or damages of any kind whatsoever incurred
the Bank, cannot be transferred and, except where required or during the term,including by way of breach or indemnity,in an amount
permitted to be retained under Florida law, will be destroyed or greater than one-half of one percent(0.5%)of the annual Net Spend
surrendered to the Bank upon demand. Where retained pursuant to as calculated above;provided however that losses or damages caused
Florida law, any card so retained will be properly safekept and used by the Bank's negligence or willful misconduct shall not be subject to
only for the purposes contemplated by such law.Notwithstanding any this limitation amount.
other provision in this Agreement,the Bank may cancel or suspend the (b) No Guaranty of Uninterrupted/Error-Free Program. The Bank
right to use any Card without prior notice,if,in the Bank's reasonable always attempts to ensure that Cards will be operational.However,the
opinion, such cancellation or suspension is necessary to (i) prevent Bank cannot warrant that the Program will be uninterrupted or error-
fraud or unauthorized use of a Card,(ii)comply with the Bank's credit free, due to limitations of the Bank's authorization systems, systems
risk policies,or(iii)comply with applicable Network rules. management and ordinary stand-in processes, and of the applicable
(b) Notification to Terminate Cardholder/Authorized User Usage Network commercial card system including Merchant set-up features,
Rights. In the event a Cardholder's or Authorized User's employment and other systems outside of the Bank's reasonable control. The
or other relationship with the Company is terminated,the Company will Company therefore waives any and all claims that it may have against
promptly notify the Bank and Request cancellation of Such the Bank arising out of the use and performance of the Program,
Cardholder's or Authorized User's Card, Until the Company's except for claims for damages referred to in Section 13(a).
cancellation notice is received by the Bank,the Company will be liable
for all Charges and Fees to the Card Account made after such
Cardholder's or Authorized User's termination.
(c) Company Cancellation of Cards and Continued Liability for
Charges and Fees. The Company may direct the Bank to cancel any
Card at any time for any reason by providing a written Request to.the
Bank.The Company will be liable for all Charges and Fees to the Card
Account made prior to the time the Bank receives the Request.
City of Fort Lauderdale September,2014 Page 7 of 11
(c) Disclaimer of Bank Liability for Defective/Poor-Quality 14. Unassigned Cards. The Bank will not issue to the Company and the
Merchandise or Services Acquired via Card. The Bank is not Company will not request of the Bank"Unassigned Cards,"which are
responsible for any defects in or poor quality of the merchandise or Cards issued in the name of the Company only without designating a
services obtained by means of any Card Account. Any claim or specific Cardholder as authorized to use the Card.
dispute between the Company and a Merchant or Supplier, including
with respect to the Merchant's or Supplier's right to compensation,will 15. Periodic Statements and Chargebacks.
be the object of a direct settlement among the Company and the (a)Periodic Statements. The Bank will send the Company and each
Merchant or Supplier and any such dispute will not affect the Cardholder periodic statements detailing the Charges and Fees to the
Company's obligation to pay all Charges in full to the Bank in Card Accounts. if the Company (or Cardholder) does not notify the
accordance with the terms of this Agreement. Bank of a dispute with regard to any Charge or Fee within sixty(60)
(d)Disclaimer of Bank Liability for Third-Party Actions/Omissions. days after such Charge or Fee appears on the periodic statement,the
The Company also acknowledges that some aspects of the Program, Company agrees that the periodic statement will be deemed
benefits or enhancements may from time-to-time be supplied directly to conclusively to be correct.
Company by third-parties who are not Affiliates of the Bank. The Bank (b) Chargebacks. Under certain circumstances, the Company may
is not responsible or liable for anything in connection with products or have the right to reverse a disputed transaction via the Network's
services provided by such third-parties directly to the Company. chargeback procedure. The Company acknowledges that,in order to
(e) Company Obligation. Except as limited by the Florida initiate a chargeback, it must comply with the Network's rules and
Constitution and Section 768.28,Florida Statutes(2014),as amended procedures,including providing the Bank with written notice of its intent
or revised, Company shall reimburse the Bank for any and all to initiate a chargeback within sixty(60)days of the date the disputed
judgments in tort, including any award of reasonable attorneys' fees transaction appears on the Company's periodic statement. Such
and any award of reasonable expenses,(collectively"Claims")entered written notice shall contain a statement specifically describing the
against the Bank that arise out of or relate to any and all: transaction and giving a valid reason for the chargeback. If a valid
reason is provided, the Bank will attempt to charge the transaction
(i) Company's or any Cardholder's/Authorized User's/Program back to the Merchant in accordance with the Network rules and any
Administrator's material breach of this Agreement, including, but chargeback accepted by the Network will be credited to the Company's
not limited to confidentiality and information security breaches and next periodic statement. All communications regarding disputed
breaches of representations and warranties; charges must be sent to the designated address indicated on the
(ii) Company's or any Cardholder's/Authorized User's/Program Periodic Statement.
Administrators negligent er.-waoegful act or emissimi', (c) Bank Decline of Payments Marked "Payment in Full." The
Bank will not accept checks, money orders, or any other items for
(iii)judgments in favor of a third party(including,without limitation, payment marked "payment in full" (or other similar language) if such
SunTrust's providers whose products or services are utilized for payment is less than the full amount due.
Program delivery,suppliers from whom Company,Cardholders or
Authorized Users purchase products/services pursuant to the 16. Amendment Except as otherwise provided by the terms, provisions
Program,or governmental and other regulatory authorities),which and conditions of this Agreement and/or any Schedules, Exhibits or
the Bank has reimbursed or may be obligated to pay as a result of Addendums thereto,the terms and conditions of this Agreement and the
any of the foregoing matters described in subsections(i)and(ii) Company's right to use the Card cannot be altered,amended or modified
above. without the express written agreement of both the Company and the
Bank.Notwithstanding the foregoing,the Bank may alter or amend the
(iv)[Reserved] Cardholder Agreement at any time if,in the Bank's reasonable opinion,
(v)[Reserved.] such alteration or amendment is required by applicable law or the
Network Rules. The Bank shall provide the Company not less than
For purposes of this section,if any such claims are not torts under thirty (30) days prior written notice of any such alteration or
Florida law,then Bank may immediately terminate this Agreement amendment,unless a shorter time is required by applicable law or the
if it becomes apparent,in the opinion of its counsel,that Bank will Network Rules. Use of a Card after the effective date of the
face unreimbursed exposure to any of the foregoing claims. In amendment constitutes acceptance of such alteration or amendment.
such case,the Bank reserves the right to pursue any other remedy
available to it at law. 17. Assignment/Telephone Moniforing/Creditlnformation.
Company further acknowledges that,subject to the conditions and (a) Assignments. The Bank may assign all rights under this
limitations stated in this Agreement,it is responsible for the uses of Agreement to another bank, company, or an Affiliate of the Bank
a card by a Cardholder/Authorized User as specified in this without prior notice, The Company may not assign or transfer this
Agreement, and therefore Company agrees that it shall either Agreement or any Card without the Bank's prior written consent. The
pursue or settle directly with any Cardholder any dispute related to merger or consolidation of the Company will be deemed to be an
such use, and that Bank shall not be responsible or liable for any assignment of this Agreement.The Bank has the right to immediately
such uses and that Bank niay also immediately terminate this terminate the Agreement if it is transferred or assigned without the
Agreement if it becomes apparent, in the opinion of its counsel, Bank's prior written consent.
that Bank will face unreimbursed exposure for any such uses in (b) Telephone Call Monitoring. The Bank has the right to monitor
such circumstances. telephone calls for the purpose of measuring its performance under
Company further acknowledges and agrees that,in the absence of this Agreement. Such monitoring will be conducted by the Bank's
negligence or intentional misconduct on the part of the Bank, any employees or agents in accordance with federal and Florida law and,
actions the Bank takes or any actions the Bank decides not to take except as otherwise provided by Florida law,all information will remain
based on directions or instructions of the Company, a Cardholder, confidential.
any Authorized User or Program Administrator shall be deemed (c)Credit Inquiries. The Bank is authorized to make whatever credit
authorized by the Company, and Company shall make no claims inquiries regarding the Company it deems appropriate and to share
against the Bank for such actions,and that Bank may immediately information regarding the Company Account with the Bank's Affiliates.
terminate this Agreement if it becomes apparent,in the opinion of
its counsel, that Bank will face unreimbursed exposure to any 18. Periodic Review/Financial Information.The Company understands
such claims made by Company or any other person. and acknowledges that the Bank has entered into this Agreement on
the basis of the Company's financial condition on the Effective Date.
From time to time upon the Bank's reasonable request,the Company
agrees to submit to the Bank updated financial information. If the
Company fails or refused to produce financial information within ten
(10) business days after the Bank's request, the Bank may
immediately terminate this Agreement.
City of Fort Lauderdale September,2014 Page 8 of 11
t/
19. Confidentiality/Privacy. (c)[Reserved.]
(a)Restrictions. The parties understand and agree that they may be 20. Enforcement of Rights and Governing Law. This Agreement is
provided or otherwise may obtain the Confidential Information of the binding upon the assigns and successors of the Company.Except to
other party or third parties of such party, such as, for instance, the extent federal law is applicable, the interpretation, effect, and
Suppliers of the Company or third-party providers of the Bank. The validity of this Agreement will be governed by the laws of the State of
parties agree,unless otherwise slated herein,that Florida. Venue for any lawsuit by either party against the other or
r otherwise arising out of this agreement, and for any other legal
(I) they will keep all Confidential Information in strict proceeding, shall be in Broward County, Florida, or in the event of
confidence, using such degree of care as appropriate to avoid federal jurisdiction,in the Southern District of Florida. If any portion of
unauthorized use or disclosure; this Agreement is declared invalid or unenforceable by a court of
(ii) they will not, directly or indirectly, disclose any competent jurisdiction for any reason,such portion is deemed severed
Confidential Information to any third party other than permitted and the remainder of this Agreement will remain fully valid and
parties(such as third-party providers of the Bank),except with the enforceable. The Bank can delay enforcing its rights under this
other party's prior written consent or except as provided by and in Agreement without waiving those rights. A waiver of rights In one
compliance with Florida law;and instance will not be a waiver in other instances.
(iii) upon the termination of this Agreement or at any time 21. Survival. Any provision of this Agreement which may reasonably be
either party may request, the receiving party will, except as interpreted or construed as surviving the termination of this Agreement
otherwise provided by Florida law,deliver to the disclosing party, shall survive such termination and be enforceable thereafter unless
or, at the disclosing party's option, will, except as otherwise barred by en applicable statute of limitations.
provided by Florida law, destroy all Confidential Information that 22. Miscellaneous, The non-performance of a party will be excused for
the receiving party possesses or has under its control; provided, the period of any delay caused by any force majeure event,including
however, the Bank has the right to retain a reasonable number of act of God, war, terrorism, or any other cause beyond the party's
copies of Confidential Information as may be required by reasonable control.If any provision of this Agreement is held by a court
applicable law. Any such Confidential Information that is not of competent jurisdiction to be unenforceable, such provision will be
delivered to the disclosing party or destroyed shall be kept in a reformed only to the extent necessary to make it enforceable. Each
manner that is in compliance with Florida law
party to this Agreement is responsible for compliance with the
(b) Permitted Disclosures and Use of Confidential Information. Agreement by its respective Affiliates and its respective employees
Notwithstanding anything stated herein to the contrary,the parties are and authorized agents,
permitted to use and/or disclose the Confidential Information as 23. Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY
follows: RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO
(I) the parties may disclose to their personnel, state and ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM,
federal regulators,and agents(such as third-party providers of the COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER
Bank) having a need to know such Confidential Information in ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS
connection with the implementation and operation of the Program AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF
in accordance with this Agreement.The parties will instruct all their WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE
respective personnel and agents as to their obligations to be COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF
bound by the terms and conditions of this Agreement prior to their THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY
being given access to the Confidential Information. DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.
(ii) the parties may disclose the Confidential Information 24. Counterpart This Agreement may be executed in any number of
pursuant to the order or requirement of a court, administrative counterparts,each of which will be deemed an original and all of which
agency, or other governmental or law enforcement body having together will constitute one and the same instrument.
jurisdiction over the receiving party(provided,however,if permitted 25. Facsimile and Email Delivery. A duplicate or copy of this signed
by applicable law,each party will notify the other party in writing in Agreement delivered by facsimile or email attachment will be as
advance of such disclosure) or on a confidential basis to the effective and enforceable as an original manually signed Agreement.A
receiving party's legal,financial,or security advisors. digital, electronic or photo static image of this signed Agreement
(iii) the Bank(and its third party providers/agents)may use maintained in the Bank's record retention system will be as effective
and disclose Personally Identifiable Information as follows, and enforceable as an original manually signed Agreement.
provided that at all times the Bank complies with all applicable laws 26. Entire Agreement.This Agreement and the incorporated Schedules,
and regulations: (aa) to process Card transactions and receive, Addendums and Exhibits constitute the entire Agreement between the
store and transmit associated data, including Confidential parties. There are no understandings or agreements related hereto
Information, as necessary to provide services pursuant to this other than those which are expressed herein,and all prior negotiations,
Agreement; (bb)to communicate with the Company and Affiliates agreements, and understandings, whether oral or written, are
regarding issues relating to the Program;(cc)for internal business superseded by this Agreement.
planning purposes; and(dd)to obtain services from third parties,
provided that such third parties are bound by obligations 27. Bank Secrecy Act Requirements. In order to comply with the
prohibiting use and disclosure of such Personally Identifiable reporting requirements of the Bank Secrecy Act and the USA
Information. Notwithstanding the above, the Bank will not use or PATRIOT Act,the Bank is required to obtain,verify and record certain
sell Personally Identifiable Information for the purpose of soliciting information regarding the Company and its Affiliates:legal entity name,
Cardholders for services not related to this Agreement; provided, street address, taxpayer identification number and other information
however, the Bank may solicit any Cardholder whose name is that allows the Bank to identify the Company, its officers and its
obtained through a source other than the Company. Affiliates, The failure of the Company to supply such Information shall
give the Bank the right to immediately terminate this Agreement.
(iv) [Reserved.)
(v) all data and information that relates to Card usage or
any services provided pursuant to this Agreement,other than the
Company's Confidential Information and the Company's
trademarks or service marks, shall be the property of the Bank
and/or its licensors. Nothing herein shall prohibit the Bank from
disclosing or using data or information in its aggregate form, so
long as Personally Identifiable Information is not disclosed in the
process.
City of Fort Lauderdale September,2014 Page 9 of 11
28, Notices.Notices permitted or required under this Agreement related to 30. PUBLIC RECORDS. Pursuant to Section 119.0701, Florida Statutes
the following matters, must be in writing and delivered by personal (2014),as may be amended or revised,the Bank shall:
delivery, by certified mail or by overnight carrier mail, return receipt
requested: (a) notices of default; (b) notices intended to amend this (a) keep and maintain public records that ordinarily and necessarily would
Agreement, including changes to Company Program Administrator(s) be required by the Company in order to perform the service.
and Company Affiliates;and(c)notices of termination.All other notices (b) provide the public with access to public records on the same terms and
may also be delivered by electronic mail and will be deemed given conditions that the Company would provide the records and at a cost
upon personal electronic reply acknowledging receipt.Written notices that does not exceed the cost provided in chapter 119,florida statutes
can be sent to SunTrust Bank at,Mail Code 1044,200 S.Orange Ave, (2014), as may be amended or revised, or as otherwise provided by
Orlando, FL 32801, Attn Commercial Card Services, and to the law.
Company at the addresses provided above.
(c) ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except
29. SCRUTINIZED COMPANIES.Subject to Odebrecht Construction,Inc., as authorized by law.
v. Prasad, 876 F.Supp.2d 1305 (S.D. Fla. 2012), affirmed sub nom (d) meet all requirements for retaining public records and transfer, at no
Odebrecht Construction, Inc., v. Secretary, Florida Department of cost, to the city, all public records in possession of the Bank upon
Transportation,715 F.3d 1268(11th Cir.2013): termination of this contract and destroy any duplicate public records
The Bank certifies that it is not on the scrutinized companies with
that are exempt or confidential and exempt from public records
activities in sudan list or the scrutinized companies with activities in the disclosure requirements. Pursuant to Section 119.0701, Florida
Iran petroleum energy sector list and that it does not have business Statutes (2014), as may be amended or revised, all public records
operations in Cuba or Syria as provided in section 287.135, Florida stored electronically must be provided to the Company in a format that
Statutes(2013),as may be amended or revised. The Company may is compatible with the information technology systems of the Company.
terminate this contract at the Company's option if the Bank is found to
have submitted a false certification as provided under subsection(5)of
section 287.135, Florida Statutes (2014), as may be amended or
revised,or been placed on the scrutinized companies with activities in
Sudan list or the scrutinized companies with activities in the Iran
petroleum energy sector list or has been engaged in business
operations in Cuba or Syria, as defined in section 287.135, Florida
Statutes(2014),as may be amended or revised.
•
City of Fort Lauderdale September,2014 Page 10 of 1i
IN WITNESS WHEREOF,the Bank and the Company execute this Agreement as follows:
ATTEST:
CIT OF a - A�!! "NA
�. /'� , r€ ir
Jj6nda K. Joseph, City clerk :fr+'. "J.r filer, ayor
Lee R. -Idman,City Manager
Approved as to form:
Senior Assisknt City Attorney
WITN ::E ;'f SUNTRUST BANK
, By: titiO 64L , 6kijk
Print Name: s"hu��4,S/j� t Willta R. s, Chief Executive Officer
4702-71.—
/arit,ame:
ATTEST:
(Corporate Seal)
Q`YN441
Raymo d Fortin, Secretary
STATE OFcIu.20 :
COUNTY OF ( "q,c :
The foregoing instrument was acknowledged before me this 3e-e( day of
, 2014, by William Rogers as chief executive officer for SunTrust Bank, a
Georgia corporation authorized to transact business in the State of Florida.
LUKAS JAKE KHAN Notary PUbli , :te of ,
Notary Public•State of Florida (Signature • •tary 'Gblic)
11
.t44. My Comm.Expires Jan 3,2017
;'F Commission A EE 882450
HU Bonded Through NUloesl Notary Assn.
(Pri ype or ' amp Commissioned Name
of Notary 'ubli')
Personally Known OR produced Identification
Type of Identification Produced
City of Fort Lauderdale September,2014 Page 11 of 11