Resolution 2011-13 - Laserfiche WebLink

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from any person who identifies himself or herself as a Program Administrator in all matters related to the operation and administration of the Program. The Bank shall not be liable or responsible to the Company for any Program Administrator that exceeds the limits of his or her authority. Section 5.2 The Bank will, except as otherwise provided in this Agreement, direct all documents and correspondence relating to this Agreement to a Program Administrator. The Bank shall not act upon any instructions, orders, agreements or other documents submitted by a person purporting to be a Program Administrator, unless and until the Bank has received a Program Administrator designation form acceptable to the Bank appointing such person as a Program Administrator. Section 5.3 The Company must notify the Bank of any change in any Program Administrator by submitting a new Program Administrator designation form acceptable to the Bank setting forth the changes to be made (including the name of any new Program Administrator). Each Program Administrator designation form acceptable to the Bank shall be effective upon receipt of such form by the Bank. Section 5.4 The Bank may, in its sole discretion, request separate documents, certificates, and resolutions from the Company to establish the authority of a Program Administrator, Employee or Cardholder in connection with the Program and this Agreement. The submission by the Company of a Program Administrator designation form shall constitute a Company's representation that the individuals named on the form have been granted general authority from the Company's Board of Directors or other governing body (or have been designated by an officer who has been duly authorized by the Company's Board of Directors or other governing body) over the transaction of the Company's Program related business with the Bank. ARTICLE 6 ISSUANCE OF CARDS; IDENTIFICATION OF CARDHOLDERS Section 6.1 Promptly after execution and the Effective Date of this Agreement: (a) The Bank and the Company shall agree on the date when the Bank shall begin issuance of Cards; (b) The Company shall advise the Bank where and to whom it should send the Cards and Consolidated Billing Statements, Card Account Statements, invoices and reports with respect to the Program, Account, Card Accounts and Cards; and (c) The Company shall provide the Bank with written notice of any Transaction Limits and Merchant Category Codes it should use to prevent particular Transactions pursuant to the provisions of Article 6 and such other information as the Bank may reasonably request. Section 6.2 A Program Administrator or the Company shall provide the Bank with a completed Application or consent for each Employee who shall be issued a Card for use under this Agreement. In all circumstances where an Employee or Cardholder will be jointly and severally liable with the Company for use of a Card or Card Account, the Program Administrator or the Company must provide the Bank with an Application for that Card[ or Card Account. An Application or authorization requesting issuance of a Card must be signed by a Program Administrator and, if requested by the Bank, also signed by the Employee and prospective Cardholder. The Program Administrator must keep copies of such Applications in a secure area under the Company's control. The Company must provide the Bank with any identification infotmatiion it might request for each Cardholder in an Application, including his or her address (business and home), telephone numbers (business and home), social security number, and date of birth, and update such information as requested by the Bank from time to time during the term of this Agreement. Section 6.3 The Bank will issue a Card to each Employee identified in an Application that has been completed and signed by a Program Administrator. Where emergency issuance is reasonably requested by the Company, the Bank will use commercially reasonable efforts to issue Cards within seventy -two (72) hours. The Bank shall issue a new Card to replace each outstanding Card before its scheduled expiration date, unless the Bank receives written notice from the Company not to issue a renewal Card at least thirty (30) calendar days before its scheduled expiration date. Section 6.4 The Bank shall send the Cards to Employees by first class mail to the address designated on an Application or, at the election of the Program Administrator, to the Program Administrator. Each Card shall be accompanied by any disclosures or other materials the Bank deems necessary or appropriate. The Bank may also institute any security procedures regarding the issuance and activation of Cards that the Bank may deem necessary or desirable. Section 6.5 Upon the Company's request, the Bank may, in its sole discretion, agree to issue one or more Unassigned Cards. The Bank will not issue a personal identification number in connection with Unassigned Cards and the Company understands that Cardholders may be unable to obtain Cash Advances using an Unassigned Card. Section 9.2 describes where and how the Bank will provide the Company with Card Account Statements for an Unassigned Card, and Section 11.3 describes the increased liability and indemnity obligations the Company will incur in connection with any such Unassigned Cards. ARTICLE 7 TRANSACTION LIMITS AND CHARGE LIMITS; COMPANY LIABILITY FOR TRANSACTIONS ABOVE ESTABLISHED LIMITS Section 7.1 The Bank will establish and advise the Company of its Charge Limit for the Account. The Bank will assign Transaction Limits and Charge Limits designated by the Company or a Program Administrator to each Card and Card Account. Promptly upon the request of a Program Administrator, but no later than five (5) business days following receipt of written notice Louisville CO Commercial Card Agreement 4Q10 v 1.DOC Page 5 of 22