HomeMy WebLinkAboutJ-3 Resolution: Agreement w/ Suntrust BankCity of ~Vliami Gard~ens
1515-200 NW 167~` Street
Miami Gardens, Florida 33169
Date: July 25, 2007
Fiscal Impact: No X Yes ^
(If yes, explain in Staff Summary)
Funding Source:
ContracUP.O. Requirement: Yes X No^
Sponsor Name/Department:
Danny Crew, City Manager
Aqenda Cover Paqe
Mayor Shirley Gibson
Vice Mayor Barbara Watson
Councilman Melvin L. Bratton
Councilman Aaron Campbell Jr.
Councilwoman Sharon Pritchett
Councilman Oscar Braynon II
Councilman Andre Williams
Pubiic hearing ^
Ordinance ^
1 st Reading ^
Advertising requirement:
RFP/RFQ/Bid #
Title
Quasi-Judicial ^
Resolution X
2nd Reading ^
Yes ^ No X
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS,
FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THAT CERTAIN VISA
COMMERCIAL CARD AGREEMENT WITH SUNTRUST BANK, IN SUBSTANTIAL
FORM AS THE AGREEMENT ATTACHED HERETO AS EXHIBIT "A"; PROVIDING
FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF
REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE.
Staff Summarv
The City Council approved a resolution on January 12, 2005 authorizing the City
Manager to execute an agreement for VISA Commercial Purchasing Card with
SunTrust Bank which will expire in January 2008. Use of the Purchasing Card process
allows us to expend funds, but to initially pay using the purchasing card instead of cash.
We are given some time to make payment on the account before interest is charged.
SunTrust provides us a rebate based on the spending thresholds and we retain use of
our cash for a longer period.
In order to realize a better net-spend rebate, staff renegotiated the agreement with
SunTrust Bank. The new contract will be in effect for five years with the rebate period
retroactive back to January 2007. Transaction fee, membership fee, transmission fee
and late payment fee have all been waived. The current rebate rate and new rebate
rate is listed below:
Current Agreement Rebate Rate
Spend Thresholds Monthly Payments 2X Monthly Bill
Pa ment Weekly Payment
$1.5MM-$5MM 0.50% 0.64% 0.69%
To $10MM 0.55% 0.69% 0.74%
To $15MM 0.60% 0.74% 0.79%
J-3) CONSENT AGENDA
RESOLUTION
SUNTRUST BANK
To $20MM 0.65% 0.79% 0.84%
Renegotiated Agreement Rebate Rate
Spend Threshoids Monthiy Payments 2X Monthly Bill
Pa ment Weekly Payment
$1 MM-$5MM 0.75% 0.84% 0.91 %
To $10MM 0.80% 0.89% 0.96%
To $15MM 0.85% 0.94% 1.01 %
To $20 MM 0.90% 0.99% 1.06%
The new agreement will also include a performance spend bonus. The Bank shall pay
the City a ten thousand dollar ($10,000) perFormance spend bonus - cash incentive for
each $10,000,000 in net program spend growth. The net program spend shall be the
annual spend less cash transactions. Other terms and conditions remain the same as
in the prior agreement.
Recommendation
We recommend that the City Council approve the attached resolution authorizing the
City Manager to execute the new agreement for Visa Commercial Purchasing Card with
SunTrust Bank.
Resolution No.
RESOLUTION No. 2007 -
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THAT CERTAIN VISA COMMERCIAL CARD AGREEMENT
WITH SUNTRUST BANK IN SUBSTANTIAL FORM AS THE
AGREEMENT ATTACHED HERETO AS EXHIBIT "A"; PROVIDING FOR
INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR ADOPTIONS;
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City is utilizing a purchasing card system which minimizes the
use of petty cash for field purchases and which has facilitated purchases made by the
City, and
WHEREAS, the City is not charged interest for the use of the purchasing cards,
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WHEREAS, staff has been able to re-negotiate a purchase-card agreement with
SunTrust Bank, the results of which will make the City's business more efficient and
less costly, and
WHEREAS, SunTrust Bank has agreed, by addendum, to give the re-negotiated
agreement retroactive effect to January 1, 2007,
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA, AS FOLLOWS:
13 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
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paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2. AUTHORITY: The City Manager is hereby authorized and directed
to execute, that certain Visa Commercial Card Agreement with SunTrust Bank in
substantial form as the Agreement attached hereto as Exhibit A.
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Resolution No.
19 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby
20 authorized to obtain three (3) fully executed copies of the subject Agreement, with one
21 to be maintained by the City; with one to be delivered to SunTrust Bank, and with one to
22 be directed to the Office of the City Attorney.
23 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately
24 upon its final passage.
25 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
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GARDENS AT ITS REGULAR MEETING HELD ON JULY 25, 2007.
ATTEST:
SHIRLEY GIBSON, MAYOR
RONETfA TAYLOR, CMC, CITY CLERK
Prepared by JAMES C. BRADY, ESQ.
Assistant City Attorney
JCB:jIa
262712_1.DOC
SPONSORED BY: DR. DANNY O. CREW, CITY MANAGER
MOVED BY:
SECONDED BY:
VOTE:
Mayor Shirley Gibson
Vice Mayor Barbara Watson
Councilman Melvin L. Bratton
Councilman Aaron Campbell
Councilman Andre Williams
Councilwoman Sharon Pritchett
Councilman Oscar Braynon II
(Yes) (No)
(Yes) (No)
(Yes) (No)
(Yes) (No)
(Yes) (No)
(Yes) (No)
(Yes) (No)
2
~ 4l 1 I~a ~ ~~_ri
t ~T
~~ ~ =~{~., Visa~ Commercial Card Agreement
I~ ~ SU1V 11(UST} Corporate Liability
This Visa Commercial Card Agreement ("AgreemenY') between SunTrust Bank ("Bank") and City of Miami Gardens
(°Company") located at 1515 N.W. 167~' Street, Buildinq 5, Suite 200, Miami Gardens, Florida 33169.
Recitals
A. The Company has applied to the Bank for Visa commercial card account services ("Program") to be established
in the name of the Company.
B. The Bank agrees to provide the Program to the Company under the terms and conditions stated below and the
Schedules, Exhibits and Addendums attached to this Agreement, which are incorporated herein by this
reference.
Terms and Conditions
1. Definitions.
(a) "Company AccounY' means the account to be established by the Bank in the name of the Company. The
Company Account includes one or more Card Accounts each with a specified account number.
(b) "Activation Date" means the date the first Card is used by the Company for a purchase transaction.
(c) "AfFiliate" means any corporation or other entity which controls, is controlled by, or is under common control
with, the Company. For purposes of this definition, "control" means direct or indirect ownership of more than 50%
of the voting interest or economic interest in a corporation or more than 50% of the equity interests in the case of
any other entity, or such other relationship whereby a party controls or has the right to control the Board of
Directors or equivalent governing body of a corporation or other entity.
(d) "Authorized User" means any person other than a Cardholder, whom the Company or any Cardholder
authorizes to use the Card.
(e) "Card" or "Cards" means any physical card and/or Card Account issued by the Bank to the Company for its
Cardholders.
(fl "Card AccounY' means the account number established for each Card under the Company Account for
posting Card transactions and other account activities.
(g) "Card Credit LimiY' means the credit limit of each Card Account in effect from time to time
(h) "Cardholder" or "Cardholders" mean the individual in whose name a Card is issued or who is designated by
the Company as being expressly authorized to use a Card. The Company acknowledges that this definition of a
Cardholder is for the purpose of this Agreement only and may not apply with respect to other commercial card
services or features including the Visa Corporate Liability Waiver or Travel Insurance programs.
(i) "Cardholder AgreemenY' means the agreement between the Bank and a Cardholder governing the use of a
Card attached to this Agreement as Schedule D, as may be amended by the Bank from time to time.
(j) °Cash Advances" means cash obtained from any financial institution, merchant, or automated teller machine
("ATM") or money orders, travelers checks or similar cash-like transactions.
(k) "Charges" means all purchases and Cash Advances charged to the Company Account or Card Account.
(I) "Company" means the Company described above and, if applicable, any of its Affiliates designated by the
Company on the attached Schedule C. The Company shall have the right to amend Schedule C, to (i) delete one
or more of its A~liates upon written notice to the Bank; and (ii) add designated Affiliates upon the prior approval
of the Bank.
(m) "Company Credit Line" means the credit limit estabfished for the Company.
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SunTrust Corporate Forms
(n) "Confidential Information" means all non-public information regarding the parties and Personally Identifiable
Information. Confidential Information does not include information that (i) is or becomes generally known to the
public not as a result of a disclosure by either party, (ii) is rightfully in the possession of the receiving party prior
to disclosure by the disclosing party without the obligation of confidentiality, (iii) is received by the receiving party
in good faith and without restriction from a third party, not under a confidentiality obligation to the disclosing party
and having the right to make such disclosure, (iv) is independently developed by the receiving party without use
of or access to the disclosing party's Confidential Information, or (v) is disclosed with the prior written approval of
the disclosing party.
(o) "Fees" mean the fees described on the attached Schedule B.
(p) "Personally Identifiable Information" means the Company's information obtained by the Bank by virtue of
the Bank's provision of the services requested by the Company under this Agreement including Cardholder
names, addresses, telephone numbers, email addresses, Card information, Card numbers, Credit Limits,
account information and other personally identifying information.
(q) "Program Administrator" means the person(s) the Company designates on Schedule A, in connection with
the day-to-day operation and administration of the Program as described in Section 4(b).
(r) "Unauthorized Use" means the use of a Card by a person other than a Cardholder or Authorized User who
does not have actual, implied, or apparent authority for such use, and from which the Company, Cardholder
and/or an Authorized User received no benefit, directly or indirectly.
2. Services.
(a) The Bank will establish a Company Account for the Company under the Program with the initial Company
Credit Line and otherwise in the manner described in this Agreement, the Schedules, Exhibits and Addendums.
The Bank shall have sole discretion over the management, operation, content and features of the Program and,
subject to the terms of this Agreement, may from time to time modify any aspect of the Program.
(b) The Bank will lend money to the Company (and Cardholders) up to the Company Credit Line and Card Credit
Limits by way of Charges to the Card Accounts in accordance with this Agreement. The Charges and Fees owed
by Company may not exceed the Company Credit Line at any time. The Bank reserves the right, in its sole
discretion, to modify the Company Credit Line and the Card Credit Limits at any time.
3. Charges and Fees.
(a) The Company and its Cardholders may use the Cards to (i) charge the purchase of goods or services; and (ii)
receive Cash Advances. Any such use of a Card, whether or not the Card was presented (such as Internet, mail
or telephone order purchases) or the Cardholder's signature was obtained, or by use of a PIN, results in a
Charge to the Card Account. For each Cash Advance, the Bank adds an additional Fee to the Cash Advance
balance as described in Schedule B. The amount of the Cash Advance also may include a surcharge imposed
by the merchant.
(b) The Bank and Visa convert any Charge made in a foreign currency into U.S. dollars using the conversion rate
in effect on the day the transaction is posted to the Company Account or any Card Account (currently either a
wholesale market rate or a government-mandated rate) and adds a Visa conversion charge and the Bank's
current conversion charge, not to exceed 2% of the Charge amount (the "Foreign Exchange Markup"). The
currency conversion rate and Foreign Exchange Markup may not be the same as existed on the day the
Cardholder made the transaction. The Bank and Visa will use this procedure if a credit is subsequently given for
the transaction. The currency conversion rate on the date of the original transaction may differ from the rate in
effect on the date the credit was issued. The Bank will deduct the Foreign Exchange Markup from this amount.
As a result, the amount of the credit may be different from the amount that was originally charged for the
transaction. The amount of the transaction after conversion (including Foreign Exchange Markup) is shown on
the statement as either a purchase or cash advance.
(c) Late Payment Fees. If the amount due in the periodic statement is not paid in full on or before the stated
payment due date, the unpaid portion of the outstanding balance will be shown in subsequent periodic
statements as a"past due amount". If the past due amount is greater than twenty-five dollars ($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 Company Account or Card Account in the periodic statement. If the past due
317272 (10/O6) Page 2 of 18
SunTrust Corporate Forms
amount is not paid, the Late Payment Fee may be assessed in each subsequent periodic statement until full
payment is made.
4. Company Responsibilities.
(a) By signing this Agreement, the Company is bound by all of the terms and conditions and any subsequent
amendments. The Company agrees (and agrees to notify its Cardholders) that the Card may be used for
business purposes only and shall not be used for personal, family or household purposes, or for any transaction
illegal under state or federal law (such as casino gambling on the Internet). The Company shall be solely
responsible for establishing and monitoring internal procedures or guidelines for its Cardholders' use of the
Cards. The Bank shall have no obligation to inquire or verify whether any use of a Card or any Charge to the
Card Account complies with such procedures or guidelines.
(b) The Company authorizes the Program Administrator(s) (designated on Schedule A) to complete, on behalf of
the Company, documentation in connection with the day-to-day operation and administration of the Program
(each a"Request"). The Bank may deal with any person who identifies himself/herself as a Program
Administrator in all matters relating to the operation and administration of the Program and is entitled to rely on
any Request or notice signed by any Program Administrator and on any instructions, authorization or information
received from such person. The Bank is not responsible for any Program Administrator that exceeds the limits of
their authority. The Company may change the person(s) designated as a Program Administrator by written notice
to the Bank and any such change shall be effective upon receipt by the Bank of such notice, after the Bank has a
reasonable opportunity to act.
(c) The Company recognizes that unencrypted email is inherently insecure and that all data communications and
transfers occur openly and can be monitored, intercepted, rerouted, copied and read by others. If the Company
chooses to communicate with the Bank using unencrypted email, the Company assumes the entire risk for its
unencrypted electronic communications.
(d) The Company shall provide to the Bank the identification information regarding each Cardholder as described
on Schedule A and update this information as requested by the Bank from time to time during the term of this
Agreement. The Company is responsible for notifying each Cardholder that such identification information is
being provided to the Bank for the purpose of establishing a Card Account.
5. Card Issuance to Cardholders. The Company shall send a Request for Cards to be issued to Cardholders with
the name and Card Credit Limit (subject to the Bank's approval) for each designated Cardholder. Upon receipt of
a Request, the Bank will issue and send to each Cardholder a Card together with a copy of the Bank's then
current Cardholder Agreement. The Bank may issue renewal, replacement or temporary replacement cards for
any Card from time to time.
6. Company and Cardholder Liability/ Payment Procedure.
(a) The Company shall be liable for all Charges and Fees even if the aggregate of all outstanding Charges and
Fees exceeds the Company Credit Line or the Cardholder exceed his or her authority. The Bank will send the
Company and each Cardholder periodic statements in a manner agreed upon by the parties detailing the
Charges and Fees which are due upon receipt and must be paid in full by the Company on or before the
payment due date stated in the periodic statement.
(b) All payments shall be made in U.S. dollars which are drawn on a U.S. financial institution. Payments shall be
made by mail at the address shown on the periodic statements or by other electronic means agreed upon by the
parties. Payments shall be deemed paid upon receipt and shall be credited as of the date of such receipt. If the
Bank receives a payment in an amount less than the outstanding balance shown on the periodic statement, the
Bank may apply such partial payments to the balance as the Bank elects.
7. Liability for Unauthorized Use. The Company agrees to promptly notify the Bank of any lost or stolen
Card, Unauthorized Use of a Card, and/or termination of the employment of any Cardholder (call toll free
at 1-800-836-8562). The Company is liable for all extensions of credit obtained through the use of the Company
Account by (i) a Cardholder and (ii) any Authorized User whether or not (aa) the Bank is notified about such
Authorized User's use and/or (bb) the Authorized User exceeds the limit the Company or Cardholder authorized
or intended. The Company shall not be liable for any Unauthorized Use of any Card unless the Unauthorized
Use occurs as a result of the Company's lack of reasonable security precautions and controls regarding the
Cards or the Unauthorized Use results in a benefit, directly or indirectly, to the Company. Written notification can
be sent to SunTrust Bank at, P.O. Box 598202, Orlando, Florida 32859-8202.
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SunTrust Corporale Forms
8. Visa Corporate Waiver Protection Program. The Company may be eligible for reimbursement under the Visa
Corporate Waiver Protection Program attached as Schedule E("Visa Waiver Program"). The type and amount of
Charges which qualify for reimbursement shall be determined by Visa and Visa may change the terms of the
Visa Waiver Program at any time.
9. Termination.
(a) Unless terminated earlier as provided in this Agreement, the initial term of this Agreement shall be for five (5)
years from the date of execution by both parties. After the initial term, this Agreement shall automatically renew
for three (3) consecutive one (1) year periods under the terms and conditions contained herein (as may be
amended from time to time); provided, however, either party may terminate this Agreement during the initial term
or any renewal term at any time upon at least sixty (60) days prior written notice to the other party.
(b) Either party may terminate this Agreement effective immediately if the other party:
(i) fails to make any payment required under this Agreement when due and such failure continues for thirty
(30) days thereafter,
(ii) fails to pay any other obligation to the other party or its Affiliates when due and such failure continues
for thirty (30) days thereafter,
(iii) fails to perform any material term or condition of this Agreement and such failure is not cured within
thirty (30) days following receipt of written notice thereof,
(iv) breaches any representation or warranty under this Agreement and such breach is not cured within
thirty (30) days following receipt of written notice thereof,
(v) experiences an insolvency or the filing of bankruptcy proceedings against it,
(vi) experiences a liquidation or dissolution,
(vii) with respect to the Company, supplies any credit information that is false,
(viii) with respect to the Company, is sold, merged, dissolved, or otherwise ceases to do business,
(ix) with respect to the Company, garnishment or attachment proceedings are initiated against it or its
property, or
(x) as otherwise provided in this Agreement.
(c) Upon termination of this Agreement:
(i) all outstanding Cards shall be cancelled and all rights or benefits of the Company or any Cardholder
with respect to the Cards shall be revoked or withdrawn;
(ii) the Company shall immediately be liable for the aggregate of all Charges and Fees whether or not then
posted to the Company Account or any Card Account, including without limitation Charges not yet
incurred, accrued Fees and interest accrued or to accrue, and all such sums shall immediately be due
and payable by the Company;
(iii) 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; and
(iv) the Company shall pay any and all costs, expenses, and attorneys' fees (including allocated costs for
in-house counsel expenses) for the collection of sums due and owing under this Agreement.
10. Cards and Cancellation of Cards.
(a) All Cards remain at all times the property of the Bank, cannot be transferred and shall be destroyed or
surrendered to the Bank upon demand. Notwithstanding any other provision in this Agreement, the Bank may
cancel or suspend the right to use any Card for any reason without notice.
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SunTrust Corporate Forms
(b) In the event a Cardholder's or Authorized User's employment or other relationship with the Company is
terminated, the Company shall immediately notify the Bank and Request cancellation of such Cardholder's or
Authorized User's Card. Until the Company's cancellation notice is received by the Bank and the Bank has the
reasonable opportunity to act, the Company shall be liable for all Charges (including non-Business Charges) and
Fees to the Card Account made after such Cardholder's or Authorized User's termination.
(c) 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 shall be liable for all Charges and Fees to the Card Account made prior to
the time the Bank receives the Request and has a reasonable opportunity to act.
(d) The Company shall be liable for any pre-authorized payments charged to a Card Account, even after the
Card is cancelled, unless the Company provided a written cancellation request to the merchant prior to the
Charge. If requested, the Company shall provide the Bank with a copy of the written cancellation request to the
merchant.
11. Issuance of PINs/Liability.
(a) At the Company's Request, the Bank may issue a Cardholder a personal identification number ("PIN")
enabling the Cardholder to use the Card at accessible ATMs to obtain Cash Advances. The Company shall
instruct each Cardholder not to disclose the Cardholder's PIN to any other person. Transaction records issued by
an ATM are solely for the Company's convenience and in the event of any dispute as to the accuracy of such
records, the Bank's internal records shall be conclusive.
(b) In the event a Cardholder's PIN is disclosed to any unauthorized person, whether by a Cardholder's failure to
maintain confidentiality of the PIN, failure to keep the PIN and the Card separate, or otherwise, the Company
shall be liable for all Charges through use of the PIN whether or not incurred by the Cardho~der.
12. Representations and Warranties. The Company represents and warrants that;
(a) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this
Agreement,
(b) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which
such authority is required to fulfill its obligations hereunder, and
(c) its execution of this Agreement will not violate any other agreement between such party and any third party.
The Company's failure to fulfill the above representations and warranties shall be deemed a material default and
the Bank shall, upon notice to the Company, have the right to immediately terminate this Agreement and all
sums owned hereunder shall be immediately due and payable.
13. Limitation of Liability/lndemnification.
(a) The Bank is not liable for any claim made or loss or damages suffered by the Company arising directly or
indirectly from the Company's use of the Program except for damages which the Company suffers as a result of
the Bank's gross negligence or willful misconduct related to the terms of this Agreement. The Company agrees
to the maximum extent provided by law that the Bank will never be liable for any special, punitive, exemplary,
indirect or consequential damages, including but not limited to, lost profits and lost revenues, without regard to
the form of the Company's claim or action or whether the Company's claim is in contract, tort or otherwise, and
even if the Bank knew such losses or damages were possible or likely.
(b) The Bank always attempts to ensure that its Program will be operational, and to respect any available Card
Credit Limit or any other available limit requested by the Company. However, the Bank cannot warrant that the
Program will be uninterrupted or error-free or that such limits will always be respected in each case, due to
limitations of the Bank's authorization systems, systems management and ordinary stand-in processes, and of
the Visa commercial card system including merchant set-up features. The Company therefore waives any and all
claims that it may have against the Bank arising out of the use and performance of the Program, except for
claims for damages referred to in Section 13(a).
(c) The Bank is not responsible for any defects in or poor quality of the merchandise or services obtained by
means of any Card. Any claim or dispute between the Company and a merchant or supplier, including with
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SunTrust Corporate Forms
respect to the merchanYs or supplier's right to compensation, will be the object of a direct settlement among the
Company and the merchant or supplier and any such dispute shail not affect the Company's obligation to pay all
Charges in full to the Bank in accordance with the terms of this Agreement.
(d) The Company also acknowledges that some benefits or enhancements may be supplied by firms
independent of the Bank and the Bank is not responsible or liable for anything in connection with those benefits
or enhancements.
(e) The Company shall, to the extent permitted by law, indemnify, protect and hold the Bank harmless from and
against any and all losses, damages, liabilities, claims, demands, and judgments (collectively "Claims"), together
with all costs, charges, and expenses, imposed in any manner upon or accruing against the Bank relating to the
performance of the Bank under this Agreement, including, but not limited to, disputes between (i) the Company
and any Cardholder (including Claims arising out of the Bank's use of Cardholder personal information for
obtaining credit information) and (ii) the Company and any Affiliate (including Claims arising out of actions taken
by the Company on an Affiliate's behalf under this Agreement and any Addendum) unless such Claim is solely
the result of Bank's gross negligence or willful misconduct. The Company will, at its own expense, defend any
action or proceeding brought against the Bank in connection with any such Claim.
14. Unassigned Cards. Upon the Company's Request, the Bank, in its sole discretion, may issue one or more
"Unassigned Cards." "Unassigned Cards" are Cards issued in the name of the Company only without designating
a specific Cardholder as authorized to use the Card. Any person using the Card from time to time shall be the
"Cardholder" of the Card. The Bank is not liable for any refusal to honor the Unassigned Card by any other bank
or any seller or lessor of goods or services based upon the absence of the Cardholder's name and signature/ID
of an individual Cardholder. The Bank will not issue a PIN in connection with an Unassigned Card and no
Cardholder may obtain Cash Advances. The Bank will provide Card Account statements for each Unassigned
Card to the Company. Notwithstanding anything stated herein to the contrary, the Company understands the
increased risk involved in using Unassigned Cards and agrees to assume full liability for all Charges and Fees
made with the Unassigned Card, whether or not the Charges were authorized or unauthorized. The Company
shall indemnify the Bank 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 issuance of Unassigned Cards.
15. Disputes and Chargebacks.
(a) The Bank will send the Company and each Cardholder periodic statements detailing the Charges and Fees to
the Card Accounts. If the Company (or Cardholder) does not notify the Bank of a dispute with regard to any
Charge or Fee within si~y (60) days after the billing cycle date, the Company agrees that the periodic statement
shall be deemed conclusively to be correct.
(b) In the event a transaction is posted to a Card Account involving a fraud, Unauthorized Use or other situation
in which a merchant may be liable for such transaction under the applicable Visa Operating Regulations, the
Company or Cardholder shall notify the Bank immediately. The Company or Cardholder shall provide the Bank a
written statement specifically describing the circumstances of such transaction. The Bank shall attempt to charge
the transaction back to the merchant in accordance with the Visa Operating Regulations and any chargeback
accepted by Visa will be credited to the Company's next periodic statement.
(c) 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 Bank,
P.O. Box 4910, Orlando, Florida 32802-4910.
16. 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 to the Company not
less than thirty (30) days prior to the effective date of the amendment. Use of the Card after the effective date of
the amendment constitutes acceptance of the alteration or amendment. Any such amendment is effective upon
the date stated in the notice. Any other modification, amendment, or waiver of this Agreement by Company,
whether in whole or in part must be in writing, signed by both parties.
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SunTrust Corporate Porms
17. AssignmentlTelephone Monitoring/Credit Information.
(a) The Bank may assign all rights under this Agreement to another bank, Company, or an Affiliate of the Bank
without prior notice. The Company may not assign or transfer this Agreement or any Card without the Bank's
prior written consent. The merger or consolidation of the Company shall be deemed to be an assignment of this
Agreement. If transferred or assigned without the Bank's prior written consent, this Agreement will be deemed
terminated.
(b) The Bank has the right to monitor telephone cafls relating to its performance under this Agreement. Such
monitoring shall be conducted by the Bank's employees or agents and all information shall remain confidential.
(c) The Bank is authorized to make whatever credit inquiries regarding the Company it deems appropriate and to
share information regarding the Company Account with the Bank's Affiliates.
18. Periodic Review/Financial Information. The Company understands and acknowledges that the Bank has
provided the Program to the Company on the basis of the Company's financial condition at the time the
Company applied for the Company Account. Upon the Bank's request, the Company agrees to submit to the
Bank from time to time updated financial information. 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, this Agreement may be immediately terminated by the
Bank.
19. Confidentiality/Privacy.
(a) Restrictions. The parties understand and agree that they may be provided or otherwise may obtain the
Confidential Information of the other party. The parties agree, unless otherwise stated herein, that
(i) they will keep all Confidential Information in strict confidence, using such degree of care as appropriate
to avoid unauthorized use or disclosure;
(ii) they will not, directly or indirectly, disclose any Confidential Information to any third party, except with
the other party's prior written consent; and
(iii) upon the termination of this Agreement or at any time either party may request, the receiving party will
deliver to the disclosing party, or, at the disclosing party's option, will destroy all Confidential Information
that the receiving party possesses or has under its control, provided, however, the Bank has the right to
retain a reasonable number of copies of Confidential Information as may be required by applicable law.
(b) Permitted Disclosures. Notwithstanding anything stated herein to the contrary, the parties are permitted to
use and/or disclose the Confidential Information as follows:
(i) The parties may disclose to their personnel, state and federal regulators, and agents having a need to
know such Confidential Information in connection with the implementation and operation of the Program
in accordance with this Agreement. The parties will instruct all their respective personnel and agents as
to their obligations to be bound by the terms and conditions of this Agreement prior to their being given
access to the Confidential Information.
(ii) The parties may disclose the Confidential Information pursuant to the order or requirement of a court,
administrative agency, or other governmental or law enforcement body having jurisdiction over the
receiving party (provided, however, if permitted by applicable law, each party will notify the other party
in writing in advance of such disclosure so that the other party may take appropriate action to protect
the Confidential Information) or on a confidential basis to the receiving party's legal, financial, or security
advisors.
(iii) The Bank may use and disclose Personally Identifiable Information as follows, provided that at all times
the Bank complies with all applicable laws and regulations: (aa) to process Card transactions and to
otherwise maintain and support the Company's and Affiliates' Card Accounts; (bb) to communicate with
the Company and Affiliates regarding issues relating to Card transactions; (cc) for internal business
planning purposes; and (dd) to obtain services from third parties, provided that any such third party is
bound by obligations prohibiting use by or disclosure to any third party of such Personally Identifiable
Information other than for purposes of performing services as required hereunder. Notwithstanding the
above, the Bank shall not use or sell the Personally Identifiable Information for the purpose of soliciting
317272 (10l06) Page 7 of 18
SunTrust Corporate Forms
Cardholders for services not related to this Agreement, provided that the Bank may solicit any
Cardholder whose name is obtained through a source other than the Personally Identifiable Information
obtained by the Bank under this Agreement.
(iv) The parties agree that any data or information other than Personally Identifiable Information that relates
in any manner to Card usage and that is acquired by the Bank in the course of its provision of its
services under this Agreement will belong equally to the parties, and nothing in this Agreement shall
prohibit either party from disclosing or using such data or information in its aggregate form.
(c) Remedies. The parties acknowledge that the disclosure of Confidential Information may cause irreparable
injury and damages, which damages may be difficult to ascertain. Therefore, upon a disclosure or threatened
disclosure of any Confidential Information, the disclosing party will be entitled to injunctive relief (without being
required to post bond), including, but not limited to, a preliminary injunction and the receiving party will not object
to the entry of an injunction or other equitable relief against it on the basis of an adequate remedy at law, lack of
irreparable harm or any other reason. Without limiting the foregoing, each party will advise the other party
immediately in the event that it learns or has reason to believe that any person or entity that has had access to
Confidential Information, directly or indirectly, through the parties, has violated or intends to violate the terms of
this Agreement. This provision will not in any way limit such other remedies as may be available to the parties at
law or equity.
(d) Public Records Law. The obligation of the Company hereunder are subject to the Florida Public Records Law
and nothing contained herein shall be construed to preclude the City's compliance with the Florida Public
Records Law.
20. 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. The 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.
21. Survival. Sections 3- 7; 9; 12 - 21; and 23, 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.
22. Miscellaneous. The non-performance of a party will be excused for the period of any delay caused by any force
majeure event, including act of God, war, terrorism, or any other cause beyond the party's reasonable control. If
any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent
necessary to make it enforceable. Each party to this Agreement is responsible for compliance with the
Agreement by its Affiliates and their respective employees and authorized agents.
23. Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT
WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR
CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS
AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL,
BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS
WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.
24. 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 one and the same instrument.
25. Entire Agreement. This Agreement and the incorporated Schedules, Addendums and Exhibits 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.
26. Bank Secrecy Act Requirements. In order to comply with the reporting requirements of the Bank Secrecy Act
and the USA PATRIOT Act, the Bank is required to obtain, verify and record the following information from the
Company and its Affiliates prior to establishing a new account: legal entity name, street address, taxpayer
identification number and other information that allows the Bank to identify the Company and its Affiliates.
317272 (10/06) Page 8 of 18
SunTrust Corporate Forms
The parties have caused this Agreement to be executed by their duly authorized representative as of the date set
forth below.
SunTrust Bank
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
City of Miami Gardens
ATTEST:
Print Name:
317272 (10/O6) Page 9 of 18
SunTrust Corporate Forms
SCHEDULE A
To Visa Commercial Card Agreement
Com an Parent Com an Affiliate If a licable
City of Miami Gardens
I. Commercial Card Program.
~ Visa Purchasing Card ^ Visa Corporate Card
II. Cardholder Information Requirement.
The Company shall provide the following Cardhoider information:
Name, business address, billing address, telephone number, and the last four digits of the cardholder's social
security number
III. Card Delivery. The Card(s) shall be delivered to:
~ The Company at:
Attention
Street Address Cit State Zi Code
^ The Individual Cardholder
IV. Program Administrators. The Company designates the following individual(s) as an authorized Program
Administrator(s) to submit Requests to Bank:
Name Si nature Title
Street Address Cit State Zi Code
Name Si nature Title
Street Address Cit State Zi Code
Name Si nature Title
Street Address Cit State Zi Code
Name Si nature Title
Street Address Cit State Zi Code
The Company and each Affiliate may change its designated Program Administrator(s) by delivering a new,
signed Schedule A to the Bank. Each subsequent Schedule A Program Administrator designation will
supersede any and all prior Schedule A designations previously submitted by the Company or Affiliate.
V. Company Credit Line. $1.000,000
317272 (10/06) Page 10 of 18
SunTrust Corporate Forms
SCHEDULE A (Continued)
To Visa Commercial Card Agreement
VI. Account Controls.
(A) Card Accounts: 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 time to time by the Bank and may be amended by the Company only upon prior written
approval of the Bank.
(B) Emerqencv 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.
Company City of Miami Gardens
By:
Name:
Title:
Date:
317272 (10/06) Page 11 of 18
SunTrust Corporate Forms
SCHEDULE B
To Visa Commercial Card Agreement
Company: City of Miami Gardens
Date: Effective 1/1/07
Fee Schedule
Item Cost
Card Lo o Desi n one color, standard Waived
Annual Card Fee Waived
Annual Visa Extra Rewards Fee Cor orate Card Onl $75, er enrolled card
Cash Advance Fee 3% $3 minimum/$30 maximum
Late Fee ° Waived
Forei n Transaction Fee Pass throu h from Visa currentl 1%)
Non-Su~cient Fund Fee $29 each
Co of Sales Sli s& Statements $3 each
Card Re lacement Fee None
"Rush" Delive Fee for Card Re lacement $15
Technology Set-up Fee
^ Card Manager Plus ^$~499A WAIVED (One-time fee for creation of custom
workflow, business rules programming, integration to the
Company's accounting system, and end-user training)
^ Card Manager ^$~599 WAIVED (1 x set-up fee)
Implementation Setup (Check one)
^ Training (optional) $300 for up to three (3) hours (remote)
$2,000 for up to eight (8) hours (on-site)
^ GL Inte ration Su ort o tional) $1,500 one-time fee)
Performance Spend Bonus
The Bank shall pay the Company a Ten Thousand Doliar ($10,000) Performance Spend Bonus - cash incentive for
each $10,000,000 in Net Spend growth. 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.) and Visa Large Ticket transactions.
Performance Spend Bonus periods are yearly (on a 12-month cycle) commencing on the first cycle date the
Company is activated on the Bank's processing system and shall continue for consecutive yearly periods during the
term of the Agreement. Performance Spend Bonus payments shall be aggregated with the Net-Spend Rebate
Program and paid to the Company by check within sixty (60) days after the end of the rebate period.
Page 12 of 18
317272 (10/O6)
SunTrust Corporate Forms
SCHEDULE B (Continued)
To Visa Commercial Card Agreement
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.) and Visa Large
Ticket transactions. 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) commencing on the first cycle date the Company is activated on the
Bank's processing system and shall continue for consecutive yearly periods during the term of the Agreement.
Rebate payments shall be paid to the Company by check within sixty (60) days after the end of each rebate period.
Visa Large Ticket Rebate Program
At the end of each rebate period, the Company shall receive a revenue share of its Visa Large Ticket transactions
based upon the following calculation. The Visa Large Ticket Rebate shall be the sum of the Visa Large Ticket
transactions for the rebate period multiplied by .0025. The rebate periods are yearly (on a 12-month cycle)
commencing on the first cycle date the Company is activated on the Bank's processing system 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 check within sixty (60) days after the end of the rebate period.
317272 (10/06) Page 13 ot 18
SunTrust Corporate Forms
* Net Spend Rebate =[Net Spend x Rebate Rate] -[Chargeoffs]
Net Spend =[Annual Spend] -[Visa Large Ticket] -[Cash Transactions]
Annual Spend = [Purchases] + [Cash Transactions] - [Credits] - [Fees]
Schedule C
Company's Affiliates
317272 (10/O6) Page 14 of 18
SunTrust Caporate Forms
Schedule D
Cardholder Agreement
Visa Commercial Card Cardholder Agreement
The SunTrust Visa Commercial Card is being issued to you at the request of your Employer. "Card" means the
enclosed Visa Card (and all replacements) issued by SunTrust Bank (the "Bank"). "Card AccounY' means the account
established by the Bank in connection with your Card. "Charges" means all purchases and cash advances charged to
the Card Account. "Employer" means the Company (or other business sponsor) that authorized the Bank to issue the
Card to you as an employee to use for legitimate business purposes. "Fees" means the fees under the Card Account
established by your Employer's program administrator. This cardholder agreement (the "Agreement") is between the
Bank also referred to as "we", "our", and "us" and you (also referred to as the Cardholder).
You agree to the terms and conditions below.
Liability and Use of the Card
1. By accepting, signing or using the Card or the Account you are agreeing to the terms and conditions of this
Agreement.
2. You agree that this Card will be used only by you solely for legitimate business purposes as defined by the
Employer. You agree not to use the Card for personal, family or household purposes.
3. The Credit Limit for your Card will be established from time to time as requested by the Employer and approved
by the Bank. At your Employer's request, a portion of your Credit Limit may be available for cash advances. You
agree not to use your Card in any manner which would cause the aggregate of your Charges and Fees to
exceed, at any time, such Credit Limit. The Bank may approve transactions which exceed your Credit Limit, but
the Bank is not obligated to do so. The Bank may increase or decrease your Credit Limit or change the portion
available for cash advances at any time without prior notice to you. The Bank is not responsible if any merchant,
financial institution or other person refuses to honor the Card.
4. You may use the Card to charge purchases to the Card Account and, if permitted by the Employer, to obtain
cash advances, either directly from us, through use of an ATM, or through another financial institution honoring
the Card; or purchase a money order, travelers check or similar item (each a"cash advance"). Any such use of a
Card results in a Charge to the Card Account, whether or not the Card was presented (such as Internet, mail or
telephone order purchases), your signature was obtained, or you used a PIN."
5. We shall record all Charges with respect to your Card, as well as all Fees, service charges, credits and
adjustments against the Card Account.
6. You may not return any purchase which you obtained with the Card for a refund, other than by way of a Card
Account credit. Upon receipt of a credit issued by a merchant, the Bank shall post the credit to the Card Account.
If the Bank does not receive the credit prior to the time the related purchase is included in the Card Account
Statement (as defined below), the amount of the related purchase shall be paid by the stated payment due date.
7. We shall not be responsible for any defect in, or the quality of any purchase obtained from a merchant. Any claim
or dispute between you and any merchant with respect to any purchase, including any right to set-off or
compensation, shall be settled directly between you and the merchant and shall have no effect on your
indebtedness to us. We will not be responsible, nor will you seek to hold us responsible, if any merchant refuses
to honor the Card, or for any other problems you may have with any merchant.
8. You acknowledge that the Card does not provide you with Visa card benefits or features except for those agreed
to by your Employer.
Automated Teller Machines (ATM's)
9. Use of your Card and PIN for transactions on ATM's will be governed by this Agreement as may be amended
from time to time.
10. Transaction records issued through ATM's are solely for your convenience and, in the event of any dispute as to
the accuracy of any such record, our decision based on our internal records shall be conclusive and binding on
you.
317272 (10/06) Page 15 oi 18
SunTrust Corporate Forms
Schedule D
Cardholder Agreement
11. We reserve the right without notice to withdraw and/or cancel your privilege of use of ATM's.
12. Transactions at ATM's other than the Bank's may be subject to separate or additional conditions.
Statements; Account Settlement
73. We will send you a periodic statement of account (a "Card Account StatemenY') for each month in which Charges
have been posted to your Card Account or there is an outstanding balance. You are responsible for promptly
submitting expense reimbursement requests to your Employer for all Charges and Fees in accordance with your
Employer's internal policies and procedures. If requested by the Bank, you agree to confirm in writing the
Charges and Fees for which you have submitted expense reimbursement requests to your Employer.
14. Promptly upon receipt, you agree to examine each periodic Card Account Statement. If you do not notify the
Bank of an error or omission with regard to any Charge to the Card Account within sixty (60) days after the billing
date, you agree that such Card Account Statement shall be deemed conclusively to be correct.
15. The Bank and Visa convert any Charge made in a foreign currency into U.S. dollars using the conversion rate in
effect on the day the transaction is posted to the Card Account (currently either a wholesale market rate or a
government-mandated rate) and adds a Visa conversion charge and the Bank's current conversion charge, not
to exceed 2% of the Charge amount (the "Foreign Exchange Markup"). The currency conversion rate and
Foreign Exchange Markup may not be the same as existed on the day you made the transaction. The Bank and
Visa will use this procedure if a credit is subsequently given for the transaction. The currency conversion rate on
the date of the original transaction may differ from the rate in effect on the date the credit was issued. The Bank
will deduct the Foreign Exchange Markup from this amount. As a result, the amount of the credit may be different
from the amount that was originally charged to the Card Account for the transaction. The amount of the
transaction after conversion (including Foreign Exchange Markup) is shown on the Card Account Statement as
either a purchase or cash advance.
Lost or Stolen Card; Disclosure of PIN; Liability
76. You agree to promptly notify the Bank of any lost or stolen Card or Unauthorized Use of a Card (call toll
free at 1-800-836-8562). There shall be no liability for any Unauthorized Use of any Card unless the
Unauthorized Use occurs as a result of the your lack of reasonable security precautions and controls regarding
the Cards or the Unauthorized Use results in a benefit, directly or indirectly, to the your and/or your Employer.
"Unauthorized Use" means the use of a Card by a person other than you or an authorized user who does not
have actual, implied, or apparent authority for such use, and from which the Employer, you andlor an authorized
user received no benefit, directly or indirectly. Written notification can be sent to SunTrust Bank at, P.O. Box
598202, Orlando, Florida 32859-8202.
17. If your Employer has requested issuance of a personal identification number ("PIN") to you, you will not disclose
the PIN to any person and you will keep your PIN separate from your Card. In the event that the PIN has been
stolen, you must notify the Bank immediately (call toll free at 1-800-836-8562). In the event your PIN is
disclosed to any unauthorized person, whether by your failure to maintain confidentiality of the PIN, failure to
keep the PIN and the Card separate or otherwise, you shall be liable for all transactions through use of the PIN
whether or not incurred by you.
Cancellation
18. The Card at all times remains our property and we have the right at any time, without notice, to cancel the Card
and to revoke or withdraw all your rights or privileges in respect of the Card. The Employer may cancel your Card
at any time for any reason. Upon cancellation, you cease to be entitled to use the Card or to be entitled to any
benefits or features available with respect to the Card and you shall immediately return the Card to us or
surrender it to our agents upon request. Use of the Card or Card Account after notification of its cancellation may
be fraudulent and may result in the Bank taking legal action against you. Even after the Card Account is closed,
you remain responsible for any Charges according to the terms of this Agreement.
19. We may inform merchants honoring the Card that it has been cancelled or revoked and, if you are asked to
surrender an expired or revoked Card by a merchant, you must do so.
317272 (10/O6) Page 16 of 18
SunTrustCorporate Fortns
Schedule D
Cardholder Agreement
Credit and Personal Information; Telephone Monitoring
20. Information concerning your use of the Card or Card Account may be furnished by the Bank to the Employer.
The Employer has provided us with your personal information for the purpose of establishing your Card Account.
Upon request, you agree to promptly give the Bank accurate information about yourself including updated
financial and location information. To improve customer service and security, your telephone communications
with the Bank may be monitored and recorded.
Amendments and Waiver
21. We may amend or modify any of the terms of this Agreement, your Credit Limit and/or any benefits or features
available or offered with the Card at any time and the changes can apply to all outstanding indebtedness and to
any future Charges on your Card Account. We may replace the Card at any time. We reserve the right to amend
or discontinue any benefit or privilege available with respect to the Card.
22. No term or provision of this Agreement will be deemed to have been waived and no breach excused, unless
such waiver or consent to breach shall be in writing and signed by the party claimed to have waived or
consented. Any express or implied consent to any party to, or waiver of, a breach by the other shall not constitute
a consent to, waiver of, or excuse for any other different or subsequent breach.
Miscellaneous
23. If any provision of this Agreement is held to be unenforceable, invalid or void, all other provisions will
nevertheless continue in full force and effect.
24. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida and
applicable federal law. THE CARDHOLDER IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF FLORIDA AND THE UNITED STATES OF AMERICA AND VENUE IN ORANGE
COUNTY FLORIDA AND AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT MAY BE COMMENCED IN SUCH COURTS. CARDHOLDER AND THE BANK EACH
IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATED TO THIS
AGREEMENT.
Page 17 of 18
317272 (10/06)
SunTrust Corporate Forms
SCHEDULE E
Visa Corporate Waiver Protection Program
317272 (10/06) Page 18 of 18
SunTrust Corporale Forms