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HomeMy WebLinkAboutReso - CC - 010-2009RESOLUTION NO. 10-2009 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING A COMMERCIAL CARD AGREEMENT WITH COMMERCE BANK, N.A. AND AUTHORIZING DESIGNATED SIGNERS TO OBTAIN CREDIT CARD ACCOUNT THE CITY COUNCIL OF THE CITY OF THE BURLINGAME DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City has identified the monetary benefits of participating in the Commerce Bank commercial card revenue sharing program as described in the accompanying staff report prepared by the Finance Director; and WHEREAS, in order to establish the commercial card revenue sharing program and to establish credit, the City must enter into an agreement with Commerce Bank; and WHEREAS, the City Council of the City of Burlingame wishes to authorize and empower select staff members to establish credit card accounts pursuant to the agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The City Council hereby approves and authorizes the Finance Director to execute an agreement with Commerce Bank for the commercial card revenue sharing program, in a form as attached hereto as Exhibit "A". SECTION 2. The City Finance Director/Treasurer, Jesus Nava, and the City Financial Services Manager, Mary Asturias, are hereby authorized, directed and empowered to establish credit card accounts ("Accounts') with the Commerce Bank, N.A. (Missouri) (herein called "Commerce") and to execute all documents to effectuate this purpose which he/she may deem necessary and proper, including without limitation any application and agreement to open the Accounts. SECTION 2. Jesus Nava, as Finance Director/Treasurer, is hereby appointed as an authorized signer effective February 17, 2009. SECTION 3. Mary Asturias, as Financial Services Manager, is hereby appointed as an authorized signer effective February 17, 2009. SECTION 4. Any one of the foregoing named officers of the City of Burlingame may from time to time request Commerce to issue bank cards to any person in connection with any of the Accounts. SECTION 6. Any one of the foregoing named officers of the City of Burlingame may from time to time appoint an Administrator to assist Commerce in the administration of the credit card program as provided in the Commerce Bank Commercial Card Agreement. SECTION 7. Commerce is authorized to act upon this Resolution until written notice of revocation is delivered to Commerce, and that the authority granted shall apply with equal force and effect to the successors in office of the officers named herein. SECTION 8. The City Council of the City of Burlingame further certifies that the specimen signatures appearing below are the signature of the officers authorized to sign for the City of Burlingame by authority of this Resolution. Specimen Signatures: Name Title Signature Jesus Nava Finance Director/Treasurer i Mary Asturias Financial Services Manager ADOPTED AND APPROVED this 17th day of February, 2009. Ann Keighran, Mayor Lj' ATTEST: 9A�5k 4L� Mary Ellen Kearney, City Clerk I, Mary Ellen Kearney, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was passed and adopted at a regular meeting of the City Council of the City of Burlingame held on the 17th day of February, 2009, by the following vote: AYES: BAYLOCK, DEAL, KEIGHRAN, NAGEL, O'MAHONY NOES: NONE ABSENT: NONE ABSTAINED: NONE Mary Ellen Kearney, City Clerk COMMERCE BANK ACCOUNTS PAYABLE AGREEMENT THIS COMMERCE BANK ACCOUNTS PAYABLE AGREEMENT ("Agreement") is made and entered into as of the effective date set forth below by and between Commerce Bank, N.A. ("Commerce") and City of Burlineame, California ("Customer"). 1. DEFINITIONS. The following terms shall have the following meanings: a. "Administrator" means, individually and collectively, one or more employees, officers, directors, or agents of the Customer who are designated by the Customer to assist Commerce in the administration of the Program. b. "Agreement" means this Commerce Bank Accounts Payable Agreement and all Addenda from time to time executed by the. parties and attached hereto, and all amendments to the foregoing. C. "Account Holder" means Customer and any of its officers, directors, agents and employees who utilize the Commercial Accounts. d. "Account Holder Agreement" means that agreement delivered to Customer which governs the use of the Commercial Accounts, as amended from time to time. e. "Commercial Accounts" means the Visa account numbers associated with the Commercial Accounts issued by Commerce to the Customer and its Account Holder(s) and the account numbers assigned to Customer without an associated plastic under the Program. f. "Program" means the Accounts Payable Program administered by Cormnerce as set forth in this Agreement. g. "Public Record Law" means any state's law which provides that Customer's contracts are open and available to the public. h. "Unauthorized Charge" means a charge made by an Account Holder to a Commercial Account that (i) has not been authorized by Customer, and (ii) that has been accepted and processed by a merchant having the technology capable of determining and confirming that the charge did not meet the parameters established by Customer for authorized charges. 2. PROGRAM; ISSUANCE AND RENEWAL. a. During the term hereof, and subject to the terms and conditions of this Agreement, Commerce agrees to provide the Customer with the Program and to issue Commercial Accounts to Customer. b. _ Commerce shall issue Commercial Accounts to the Customer, provided that a Commercial Account issuance request has been made by an Administrator in the form required by Commerce. c. Each Commercial Account shall be valid for the term indicated thereon, unless such Commercial Account has been canceled by Commerce pursuant to the provisions of this Agreement or at the request of the Customer. d. Commerce acknowledges the ability of Customer to revoke any authority given to an Account Holder, at Customer's discretion; provided, however, that Customer shall remain liable for all charges made to each Commercial Account as provided in this Agreement. 3. BILLING PROCEDURES. Commerce offers the billing method described below: Central Billed Accounts: Customer shall be liable for all charges made to each Commercial Account requested by Customer. Charges shall be set forth on a billing statement and shall be paid by the Customer as agreed in Addendmn A attached hereto and incorporated herein by this reference, and as set forth herein. Except for a proven Unauthorized Charge, Customer shall pay Cormnerce for all charges made to each Cormnercial Account within the time period provided in Addendum A. Except as provided herein, Commerce shall have no duty or obligation to inquire into the nature of any transaction charged by any Account Holder (e.g. whether such transaction was for a business or personal use.) 4. PROGRAM ADMINISTRATOR. Upon signing this Agreement, Customer shall designate one or more Administrators(s) to assist Cormnerce in the administration of the Program. In addition to any other duties listed elsewhere in this Agreement, as well as any other duties reasonably requested by Commerce, the Administrator shall undertake the following duties on behalf of the Customer: a. The Administrator shall have the responsibilities assigned in the Program Administrator Delegation document provided by Customer to Commerce, including, without limitation, the ability to request that Cormnerce issue Commercial Accounts to any person in connection with the Program, to increase or decrease credit limits, to suspend Commercial Accounts, to order or block wire transfers and convenience checks, and to perform any other maintenance activity. b. The Administrator shall be familiar with all aspects of the Program, including, but not limited to Program procedures, number and status of Commercial Accounts, notice requirements, any disputed transactions, credit limits, statement cycles, billing and payment procedures, general program parameters and status of delinquent charges. City of Burlingame, California AP Contract v12-08 DOC C. The Administrator shall be responsible for notifying Commerce, in writing, about changes in authorization codes. 5. FEES. Commerce shall be paid an annual fee and other fees and charges set forth in Addendum A. Customer acknowledges that Commerce has based the fees and charges upon the projections given by Customer regarding transaction volume, average ticket amount, number of Commercial Accounts, monthly credit line requested, reporting product selected, and frequency of payment. Fees may be subject to change from time to time by Commerce upon ninety (90) days prior written notice unless otherwise specified in Addendum A. 6. LINE OF CREDIT. Commerce will establish a maximum line of credit amount for Customer. a. All amounts charged to the Commercial Accounts together with any fees and charges owed to Commerce by Customer in connection with the Program, may not exceed, in the aggregate, the line of credit amount unless Commerce in its sole discretion authorizes such charges. b. Commerce may, at any time in its sole discretion, modify the amount of Customer's line of credit upon thirty (30) days prior written notice to Customer; provided, however, that Customer may elect to terminate this Agreement by written notice to Commerce during such thirty (3 0) day notice period; provided, further, Customer agrees that if any amounts are outstanding on the Commercial Accounts which exceed the adjusted line of credit amount, Customer will iumnediately pay Commerce such excess amounts. C. From time to time, Commerce may request, and Customer shall produce in a timely manner (not to exceed 30 days), financial records relating to the financial condition of Customer. 7. TERM OF AGREEMENT AND RENEWAL. This Agreement shall remain in full force and effect until terminated by either panty as herein set forth. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice. a. In the event Customer terminates this Agreement prior to the date that is three (3) years from the effective date set forth below, Commerce reserves the right to forego all future revenue sharing payments for the Program. b. In the event Customer terminates this Agreement without cause prior to the date that is three (3) years from the effective date set forth below, Customer shall pay to Commerce all costs associated with establishing the Program as provided in Addendum A. C. All Commercial Accounts and/or related accounts shall be deemed canceled effective upon termination of this Agreement or as otherwise provided herein, and all amounts outstanding under such Commercial Accounts shall automatically become immediately due and payable in full by Customer without further notice. d. Notwithstanding the foregoing, either panty shall have the right to terminate this Agreement immediately, and without notice, upon the occurrence of any one or more of the following events, whereupon the obligations of Customer arising hereunder and/or under the Commercial Accounts shall automatically become immediately due and payable in full (except as otherwise provided by law): (i) Dissolution or liquidation of the other party; or (ii) Insolvency of the other party; or the institution by or against the other party of any bankruptcy or insolvency proceeding; or the appointment of a receiver or trustee for the other party; or the other party enters into an arrangement with, or for the benefit of, its creditors; or (iii) Any material adverse change in the financial condition of the other party; or (iv) Any default hereunder, or breach of the obligations undertaken herein, or in any other agreement by and between the parties hereto; or (v) Upon the occurrence of any event in any agreement which would allow Commerce or any other person to declare any indebtedness owing by Customer due and payable in full (and Customer shall give Commerce irnnediate notice of the occurrence of such event); or (vi) A change in the ownership of Customer, or a sale of all or substantially all of the Customer's assets. 8. REPORTING. Commerce will, either directly or indirectly through its third panty vendors, receive data fi-om the transactions made with the Commercial Accounts; such data will be delivered to Customer as specified in Addendum A and Addendum B. Cormnerce shall have no responsibility or liability for the capture, transmission, grouping, reporting, categorizing or any other act performed or required to be performed in connection with the foregoing data that Customer's vendors are transmitting at the point of sale. 9. CUSTOMER LIABILITY. The Customer shall be solely liable for the payment of all charges incurred in the use of Commercial Accounts, including, without limitation, fraud charges relating to stolen Commercial Account numbers, if such fraud charges relate to: City of Burlingame, Cali fomia AP Contract vl2-08 .DOC 1. Duplicate Commercial Accounts or related account numbers issued to an Account Holder; 2. Account Holder allows another person to utilize the Commercial Account whether for business or personal purposes; 3. Account Holder mishandles the Commercial Account or related account number; or 4. Charges which benefit the Account Holder directly or indirectly. The Customer shall not be liable for the payment of charges incurred in the use of Commercial Accounts if such charges relate to: 1. Charges waived as set forth in Visa Waiver of Liability documentation, as amended from time to time; 2. Commercial Account transactions after the original closure request date for a Corn mercial Account where the request by the Customer was made in accordance within the terms of this Agreement during normal business hours; or 3. The use of a stolen Commercial Account number if the Commercial Account number is reported stolen via facsimile or telephone as provided in this Agreement within twenty-four (24) hours after the Customer, including any Account Holder, learns of the theft of the Commercial Account number; provided that if the Commercial Account number is not reported stolen within such time frame, the Customer shall be liable for all charges associated with the stolen Commercial Account number until the date the Customer notifies Commerce of such theft. 10. ASSIGNMENT. Neither party shall sell, assign or transfer this Agreement or any part thereof without the prior written consent of the other party; provided, however, Commerce may, without the consent of the Customer, assign any or all of its rights and obligations under this Agreement to its parent, any subsidiary (of Commerce or its parent), or any affiliate (of Commerce or its parent) or to any other party pursuant to a merger, acquisition, consolidation, or reorganization. 11. NOTICES. All notices hereunder shall be in writing and shall be deemed duly given when personally delivered, when delivered by recognized overnight courier, or, three (3) days after mailing if sent by certified or registered United States mail, return receipt requested, postage prepaid, to the appropriate party at the address set forth below, or at such other address as the applicable party may indicate from time to time in writing. Notice hereunder shall be sent: If to Commerce: If to Customer: Commerce Bank, N.A. City of Burlingame, California Attn: Commercial Card Services Attn: Jesus Nava 825 Main Street 501 Primrose Rd. Kansas City, MO 64105 Burlingame, CA 94010 Communications with Commerce concerning disputed billings shall be made by mail to Corarnereial Card Services, 825 Main Street, Kansas City, Missouri 64105 or by phone at 800-892-7104. 12. CONFIDENTIALITY. Commerce and Customer will keep strictly confidential and will not use or disclose to any third party or to any employee, officer, director or agent (except on a need to know basis) for any purpose whatsoever (other than as contemplated herein or for a business evaluation of the Program performed by either party) all or any portion of the contents of the Program, including but not limited to, any of the terns of, conditions of or other facts concerning the Program and any written or oral information furnished by Commerce or by Customer which is either nonpublic, confidential or proprietary in nature unless such use or disclosure is mutually agreed upon in writing by Customer and Corrunerce; provided, however, Customer understands and acknowledges that affiliates of Commerce and vendors of Commerce will assist in implementation of, maintenance of, and provision of various services under the Program. In the event Customer is subject to a Public Record Law, Customer shall comply with the provisions of this Confidentiality paragraph only to the extent that such compliance is in accordance with the applicable Public Record Law. 13. INDEMNITY. Customer agrees to defend, indemnify and hold harmless Commerce, its officers, directors, agents and employees from and against any and all claims by third parties (including, without limitation, Account Holders) and all costs (including reasonable attorneys' fees and costs), expenses and liabilities incurred by Cormnerce in connection with such claims, arising from or as a result of the establishment of the Program (including, without limitation, the issuance of Commercial Accounts and/or the cancellation thereof and actions arising in connection with its use of On -Line Services identified in Addendum B), provided that such claims are not the result of, or connected with, the gross negligence, or willful misconduct of Commerce or the violation by Commerce of any law or regulation relating to Commercial Accounts. Customer acknowledges that the pricing provided in Addendum A is based on including this Indemnification. Commerce agrees to defend, indemnify and hold harmless tine Customer, its officers, directors, agents and employees from and against any and all claims by third parties (including reasonable attorneys' fees), expenses and liabilities City ofBurlingarne, Califomm AP Contractv12-08.130C insured by Customer in connection with such claims, arising from or as a result of the gross negligence or willful misconduct of Commerce. 14. MISCELLANEOUS. - a. Relationship: Nothing contained in this Agreement shall be construed to create any association for brokerage, agency, joint venture, partnership or employment relationship between Commerce and Customer. b. No Implied Waivers: The rights of any party under any provision of this Agreement shall not be affected by its prior failure to require the performance by the other party under such provision or any other provision of this Agreement, nor shall the waiver by any party of a breach of any provision hereof constitute a waiver of any succeeding breach of the sante or any other provision or constitute a waiver of the provision itself. A waiver of any right or obligation hereunder must be in writing and signed by the parties to this Agreement. C. Remedies: In the event that either party breaches or violates any of the obligations contained in this Agreement, and in addition to the rights and remedies otherwise provided in this Agreement, the other party shall be entitled to exercise any right or remedy available to it either at law or in equity, including without limitation, termination of this Agreement, damages and injunctive relief. The exercise of any right or remedy shall be cumulative. d. Complete Agreement; Amendments: This Agreement constitutes the complete understanding between the parties hereto with respect to the subject matter hereof and all prior oral or written communications and agreements with respect thereto are superseded. In the event of any inconsistency between this Agreement and any other agreements or documents relating to the transactions contemplated herein, this Agreement shall control. No alteration, amendment or modification of any of the terms and provision in this Agreement shall be valid unless made pursuant to an instrument in writing signed by the parties hereto. C. Successors and Assigns: All the terms and provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. f. Severability: The invalidity or unenforceability of any one or more portions, sentences, clauses or paragraphs in this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement or any part thereof. g. Force Maieure. Commerce shall not be in default of this Agreement to the extent that performance of its obligations is delayed or prevented by reason of any act of God, war, terrorism, fine, explosion, flood, act of government or any act or omission of a third party, including, but not limited to, telecommunications carriers and utilities or any other matter beyond its reasonable control. h. Patriot Act/ OFAC: Commerce complies with the USA Patriot Act and laws administered by OFAC (The Office of Foreign Assets Control). These laws mandate that Commerce verify certain information about customers. Commerce reserves the right, at any time, to request information that may assist Commerce in compliance with these laws. Customer agrees to provide such information as requested by Cormnerce, including, without limitation, information about Account Holders. 15. EFFECTIVE DATE. Notwithstanding anything else contained herein to the contrary, this Agreement will be subject to Commerce performing due diligence and credit investigations and will be effective only upon execution by Commerce. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized officers of the parties hereto. Commerce Bank, N.A. (Omaha, NE) (Commerce) 5A Title: Effective Date: City of Burlingame, California AP Cmrtract v12-08 .DOC City of Burlingame, California (Customer) M Title: ADDENDUM A "PRICING AND PAYMENT SCHEDULE" City of Burlingame, California AP Contract v12-08 .DOC Pricing Term The pricing outlined herein will expire in 60 days from January 6's, 2009 unless an Accounts Payable Agreement is executed Late Fee for Central Bill For each payment not received by the payment due date shown on the billing statement, a late fee will be charged. The late fee for the Accounts respective Commercial Account will be 2.5% of the amount past due. Visa and MasterCard purchases, cash withdrawals and cash advances made in currencies other than U.S. Dollars will he converted to U.S. Dollars under regulations established by Visa International and MasterCard International. Visa conversion will be at a rate selected by Visa from the range of rates available in wholesales currency markets for the applicable central processing date, which may vary from the ram Visa itself receives, or the government -mandated rate in effect for the applicable central processing date. MasterCard conversion rate will be International Service Fee selected by MasterCard, Typically either a government -mandated rate or a wholesale rate provided to MasterCard. Conversion to U.S. Dollars may occur on a date other than the date of the transaction. Therefore, the conversion rate may be different from the rate in effect at the time of the transaction. Customer agrees to pay the converted amount, plus an international service fee in the amount of 2% of the transaction amount on purchases and I % on cash withdrawals and cash advances. For purchases, cash withdrawals and cash advances made in U.S. dollars outside of the United States mrd its territories, you agree to pay the transaction amount plus a 1 %service assessment fee. Other Returned Check Fee $29 paroccurrence ACH Return $29 per occurrence ACH Payments (emergency) $15 each after first occurrence $2 per statement after three occurrences Statement Reprinting Free through Statement Centre Other For information, copies or other reports not specified in this Addendum, Commerce may charge Customer such fees W Customer and Commerce may agree from time to time. Curmnerce Bark uses a'train the trainer' model. General training occurs with either in-person or WebEx / Phone training with the Program Administrators. The Program Administrators, in tum, will train the cardholders mrd system users on the chosen reporting and maintenance application. Software Initial Training Additional Program Administrator training can be conducted via WebEx/ Phone at no additional charge. Cardholder and system user training via WebEx / Phone will be charged at $250 / hour. In-person training sessions (after initial Program Administrator software training) will be charged at $250 / hon plus travel expenses. Appropriate advance notice to allow Cmmnerce Bank to plan any necessary travel is requested Reporting i r Maintenance Too]Options ControlPay Advanced Implementation Feet" $5,000 WAIVED Annual Maintenance Fee-* $500 WAIVED Routine maintenance and upgrades NO CHARGE Initial web -based or phone training for NO CHARGE administrators - AP File Layouts Standard—No Charge Custom — in those instances where this effort will generate a cost over $3,000, Cnruneree will obtain a price quote for Customer. Reconciliation Reports Customized Programming Standard—No Charge Custom— Commerce will obtain a price quote for Customer. Other Custom Programming Commerce trill obtain a price quote for Customer unless development is mutually agreed upon by Customer and Commerce. Development hours beyond the initial 10 hours - $150.00 per hour. City of Burlingame, California AP Contract v12-08 .DOC 2. The revenue share is calculated on the net sales volume which is defined as gross purchases less credits, fraudulent transactions, and cash advances. 3. Commerce reserves the right to withhold or alter revenue sharing during the Revenue Sharing Period, if any of the following instances occur: a. If the average monthly transaction (the gross dollar amount of purchases divided by total number of transactions) is below $300. b. If Customer's average Interchange Rate falls below 2.25%. G. If Interchange Rates from Visa USA and MasterCard International are significantly altered. d. If payments from Corporate or Employee Cardholders arc received later than the agreed upon due dates. e. For Volume qualifying at Large Ticket and Level III Interchange Rates, Commerce will pay Customer on a flat percentage payout of fifty (50) basis points. 4. Conunerce may adjust the revenue sharing percentages in the published grids below at the end of each 12 -month period, which begins on the Effective Date, without notice. A Prime Rate of 4.50% will be used as the floor in support of this revenue sharing program. Should the Prime Rate on the last publication day of the month immediately preceding the first day of the applicable billing cycle be above 4.50%, Commerce will reduce revenue sharing percentages by the Revenue Share Adjustment for each incremental rise in the Prime Rate as follows: For example, if Prime Rate is 6.00% at the end of a 12 -month period for a Customer with a Weekly Billing Cycle and a 3 -Day Grace Period, Commerce will reduce revenue sharing percentages in all tiers of the revenue share grid by four (4) basis paints (0.04 %). Conunerce will not increase revenue sharing percentages should the Prime Rate be lower than the established 4.50% floor. "All line iterns noted with "*" are the costs associated with establishing the Proaram as referenced in Pamaranh 7 of the Agreement. IN WITNESS WHEREOF, this Addendum has been executed by the duly authorized officers of the parties hereto, and this Addendum supersedes any prior Addendum. Commerce Bank, N.A. (Omaha, NE) City of Burlingame, California (Commerce) (Customer) By: By: Title: Title: Effective Date: City of Burlingame, California AP Contract v12-08 .DOC ADDENDUM B Election of On -Line Services Customer has elected certain On -Line Service(s) (each a "Service," collectively, the "Services.") The Services are Internet based customer service offerings that enable Customers to inquire about accounts and transaction information, submit account change requests and download information about accounts, among other capabilities. The terms and conditions of the Agreement, including, without limitation, the provisions regarding Indemnification and Liability, govern the use of each Service. Customer understands and accepts the risks inherent in the use of the Internet for each Service, including the potential for the risk of loss. Except as may otherwise be provided in paragraph 9 of the Agreement, Commerce is not responsible for any loss associated with the Customer's use of any Service. By electing a Service, Customer agrees to pay the fees associated with the Service as listed in Addendum A. In addition, Customer agrees to use each Service only as provided in the User Guide relating to the Service in effect from time to time (the "User Guide") and according to the provisions contained in the Service License Agreement, if any, between Customer and the Service provider. Customer is responsible for using each Service within the parameters outlined in the User Guide. Use of any Service will require a user name and password. Customer acknowledges that Commerce is entitled to rely on the use of the user name and password as authorization for any transaction initiated using each Service. Customer is responsible for all transactions initiated or authorized using any Service. The password Customer selects is for its use and protection. Customer agrees to: (a) not disclose the password or otherwise make it available to anyone else; (b) use the password as instructed in the User Guide; (c) be liable for the password and for its use as described in the Agreement and/or the User Guide. If Customer permits any person other than the Administrator to make use of any Service to perform any duty or responsibility (as provided in the Agreement or in the User Guide) of the Administrator, Customer will have authorized that person to act as a Administrator and authorized access to accounts as allowed for by the Administrator. Customer is responsible for all transactions initiated or authorized by that additional or new Administrator using any Service. In addition, Customer must execute and deliver proper documentation authorizing this additional or new Administrator to act for and on behalf of Customer, and Customer must provide such other documentation as may be requested by Commerce. IN WITNESS WHEREOF, this Addendum has been executed by the duly authorized officers of the parties hereto and this Addendum supersedes any prior Addendum. Commerce Bank, N.A. (Omaha, NE) City of Burlingame, California (Commerce) (Customer) By: By: Title: Title: Effective Date: City of Burlingame, Califemia AP Contract v12-08 .DOC ANN 14� ��➢Il�� Corporate resolution To Obtain Credit Card Account The undersigned, the Secretary of City of Burlingame, California ("Corporation") A California corporation, does hereby certify that the following resolutions were duly and regularly passed and adopted by the Board of Directors of this Corporation, at a meeting duly called, on the day of 20, and such resolutions are still in full force and effect and have not been amended or revoked. RESOLVED, that any one of the following: be and each hereby is authorized directed and empowered to establish credit card accounts "(Accounts") with the Commerce Bank, N.A. (Missouri.) (herein called "Commerce") and to execute all documents to effectuate this purpose which he/she may deem necessary and proper, including without limitation any application and agreement to open the Accounts. FURTHER RESOLVED, that any one of the foregoing named officers of this Corporation may from time to time request Commerce to issue bank cards to any person in connection with any of the Accounts. FURTHER RESOLVED, that any one of the foregoing named officers of this Corporation may from time to time appoint an Administrator to assist Commmerce in the administration of the credit card program as provided in the Commerce Bank Commercial Card Agreement. FURTHER RESOLVED, Commerce is authorized to act upon these resolutions until written notice of revocation is delivered to Commerce, and that the authority hereby granted shall apply with equal force and effect to the successors in office of the officers named herein. The undersigned farther certifies that the specimen signatures appearing below are the signature of the officers authorized to sign for this corporation by authority of these resolutions. SPECIMEN SIGNATURES: NAME (typed) TITLE (typed) Signature IN WITNESS WHEREOF, I have hereunto set my hand as Secretary and affixed the corporate seal of this Corporation this (SEAL) SECRETARY: day of 120 Credit Lane Form The following figures best estimate what we are trying to accomplish with our Commerce Bank Commercial Card program. Estimated Annual Spend: $ 10,000,000 Credit line needed: $ 271,000 Cycle Type: Weekly Billing, 3 day grace While these are estimates for my program, I believe it accurately outlines the goals of our Commercial Card program. City f Burlingame California Company Name Individual Name (Printed) Signature Title Date Federal Talc ID Number