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HomeMy WebLinkAboutDocumentation_Regular_Tab 27_5/11/2023Agenda Item #27. Regular Council a STAFF MEMO Meeting: Regular Council -May 11 2023 Staff Contact: Jeffery Snyder, Finance Director Department: Finance Consider Approving a New Procurement Card Vendor, PNC Bank The Village currently utilizes Bank of America for our Procurement Card provider. Each Department has one or two procurement cards issued at the department level. Industry best practices require that we issue procurement cards to individual card holders to increase our internal controls, ensure accountability, restricts amount of spend allowed by card, and restricts the charges to different categories of businesses by Merchant Category Codes (MCC codes) by card. An added benefit to changing providers is to earn cash to defray the costs of purchases. We queried three banks, PNC Bank, Truist Bank, and Bank of America (our current provider) and find that PNC Bank will be the best choice for the Village of Tequesta. This decision is based upon the minimum rebate levels. Bank of America's minimum level to earn a rebate is $1,000,000, Truist Bank's minimum level to earn a rebate is $500,000, while PNC Bank's minimum level to earn a rebate is $100,000. The Village's spend for 2022 is $173,656. Based upon PNC Bank's rebate schedule this would equate to $1,737 paid to the Village for using their procurement cards. As this is a safe platform, the Village is not responsible for fraudulent charges, we will work at growing this means of payment thereby adding security and increasing our rebate. The initial costs associated with making the change will be based upon our need of customization of the download files, number of cards, card design, services requested, and is estimated one time cost of less than $1,000. This document and any attachments may be reproduced upon request in an alternative format by completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768- 0443. PROJECT NAME: Proposed: 1000 PROJECTED TOTAL: 2609 BUDGET: 4500 ENCUMBERED: N/A Projected Remaining: 3609 Approve PNC Bank as our new Procurement Card provider. Page 1771 of 2350 Agenda Item #27. Implementation Guide (Distributed Card Implementation Guide (Payables Card) PNC Commercial Card Program Terms and Conditions W9 Form ACH Authorization Commercial Card Agreement FINAL and CLEAN DLV 011823final.executed. by. PNC Bank of America Response - Pcard Truist Bank Response - Pcard Page 1772 of 2350 CARD SERVICES PRE -IMPLEMENTATION CHECKLIST WELCOME TO COMMERCIAL CARD SERVICES U n We are committed to your satisfaction and focused on making the on -boarding process as easy as possible. The following details will help establish expectations throughout your commercial card program setup. Once your Card Services agreement is finalized, PNC will proceed with the implementation of your card program. The key stages of your implementation are noted below: 1. Dedicated Program Implementation Representative You will be assigned an easily accessible primary point of contact for your implementation. Our Implementation Representatives are skilled at identifying your requirements and will coordinate with training and support teams throughout the process. 2. Kickoff Call This call will consist of a detailed review of your selected card program and the overall implementation process. Please Note: It is recommended that you review the kickoff prep section of this document prior to the meeting to accelerate the setup of your card program. 3. Setup Your Implementation Representative will configure your card program and technology, based on your specifications, and implement any required file transmissions. 4.Training The Card Services training team will prepare your program administrators to manage your card program via our online reporting and card management portals. Program Support PNC's Account Service Representatives and our Technology Support Hotline will provide you with day-to-day support of your program. All of the necessary contact information for our program support teams will be provided by your Implementation Representative. Page 1973Nogo Ao ew Ins ed a In t e Inman #27. WELCOME TO COMMERCIAL CARD SERVICES 44 Prior to your initial kickoff meeting, you and your team should be thinking about the following four(4)areas that will be discussed during that first meeting. You do not need to gather anything at this stage, but being prepared to discuss details will be important to make our conversation more productive. 1. Identify Your Program Administrator(s)and Backup Program Administrator( The Program Administrator will be the primary contact for PNC Card Services. The Program Administrator will work closely with PNC during your program implementation and assist in day-to-day responsibilities for program operations after the implementation is complete. Day-to-day responsibilities may include, but are not limited to: Ordering new card accounts Training new cardholders Changing credit limits for card accounts Reconciling the monthly statement Managing card controls Enforcing company policies and procedures (e.g., Merchant Category Codes, Spending Limits) Meeting agreed -upon spend and transaction goals The full range of the Program Administrator's responsibilities will be dependent upon the features selected during the implementation of your program. 2. Issuinq Cards to Emplovees Whether you currently have a card program or not, you will need to determine who will be issued a new card and what they will be authorized to purchase. To prepare for your implementation, consider the following: Which employees will be receiving cards and where can you obtain information about them, such as name, address, email address and employee ID? Additional employee information maybe needed, depending on your card program. What are the thresholds for monthly and transaction spending for each cardholder? What will each cardholder be authorized to purchase with their card(s)? How will new cards be distributed to each cardholder — mailed to work address, mailed to home address, or distributed directly by the program administrator? 3. Alert IT Resources for Implementation and Ongoing Program Support Depending on your card program, your IT staff will be needed to assist with coordinating delivery and receipt of data files with PNC — including, but not limited to, cardholder/employee data files and card transaction data to support your ongoing card program. More details regarding transmission formats, file layouts and requirements will be discussed during the kickoff meeting and throughout your implementation. 4. Company and Cardholder Payments to PNC There are two options available for PNC to receive payment for company bill/company pay programs: PNC can auto -debit a PNC or other financial institution bank account for the amount of charges that were incurred during the billing cycle. Payment can also be sent to a PNC bank account via ACH or Wire. There are three options available for PNC to receive payment for individual cardholder bill/individual cardholder pay programs: Cardholders can submit electronic payments via an online portal or via telephone bill payment. Your company can submit payment of approved expenses electronically to PNC via ACH with addenda records or an EDI 820 file. Cardholders can send a check directly to PNC. If you have questions or concerns, please contact your PNC Treasury Management Officer. PNC is a registered mark of The PNC Financial Services Group, Inc. ("PNC"). Bank deposit, treasury management and lending products and services are provided by PNC Bank, National Association, a wholly -owned subsidiary of PNC and Member FDIC. Lending and leasing products and services, including card services and merchant services, as well as certain other banking products and services, may require credit approval. ©2015 The PNC Financial Services Group, Inc. All rights reserved. CIB TM PDF 0815-0137-197065 411P74No go CARD SERVICES PRE -IMPLEMENTATION CHECKLIST WELCOME TO COMMERCIAL CARD SERVICES Payables Card Program We are committed to your satisfaction and focused on making the on -boarding process as easy as possible. The following details will help establish expectations throughout your commercial card program setup. IMPLEMENTATION Once your Card Services agreement is finalized, PNC will proceed with the implementation of your card program. The key stages of your implementation are noted below: 1. Dedicated Program Implementation Representative You will be assigned an easily accessible primary point of contact for your implementation. Our Implementation Representatives are skilled at identifying your requirements and will coordinate with training and support teams throughout the process. 2. Kickoff Call This call will consist of a detailed review of your selected card program and the overall implementation process. Please Note: It is recommended that you review the kickoff prep section of this document prior to the meeting to accelerate the setup of your card program. 3. Setup Your Implementation Representative will configure your card program and technology, based on your specifications, and implement any required file transmissions. 4. Training The Card Services training team will prepare your program administrators to manage your card program via our online reporting and card management portals. Program Support PNC's Account Service Representatives and our Technology Support Hotline will provide you with day-to-day support of your program. All of the necessary contact information for our program support teams will be provided by your Implementation Representative. Page 197J0�'90 Ao ew Ins ed a In t e Inman #27. WELCOME TO COMMERCIAL CARD SERVICES 1 W Prior to your initial kickoff meeting, you and your team should be thinking about the following four(4)areas that will be discussed during that first meeting. You do not need to gather anything at this stage, but being prepared to discuss details will be important to make our conversation more productive. 1. Identify Your Program Administrators, and Backup Proqram Administrator(s) The Program Administrator will be the primary contact for PNC Card Services. The Program Administrator will work closely with PNC during your program implementation and assist in day-to-day responsibilities for program operations after the implementation is complete. Day-to-day responsibilities may include, but are not limited to: Meeting agreed -upon spend and transaction goals Managing enrollment of suppliers Setting up new suppliers in ActivePay' Reconciling supplier payments Managing declines Reconciling the monthly statement The full range of the Program Administrator's responsibilities will be dependent upon the implementation of your program. 2. Prepare for a Successful Supplier Enablement Cam ai p pp gn p , A vendor analysis will identify suppliers who currently accept Visa° as a form of payment. For those suppliers who do, PNC will need your suppliers' contact information to determine if they will accept a PNC ActivePay payment. PNC will also need supplier information from you to support and expedite your enablement campaign. This information is typically displayed on a recent invoice: Supplier name Supplier phone number Your account number with each supplier A recent invoice number 3. Alert IT Resources for Implementation and Ongoing Program Support The implementation will require the extraction of a payment initiation file from your current financial systems. The file will be used to create payment requests that will be emailed to the suppliers. This process is similar to creating a check payment file or ACH payment file. The estimated amount of time required of your IT resources will be dependent upon the complexity of your financial systems, the process of creating a new payment type in your financial systems (suggested), and the amount of data provided in the payment file. 4. Company Payments to P There are two options available for PNC to receive payment for company bill/company pay programs: PNC can auto -debit a PNC or other financial institution bank account for the amount of charges that were incurred during the billing cycle. Payment can also be sent to a PNC bank account via ACH or Wire. If you have questions or concerns, please contact your PNC Treasury Management Officer. Visa is a registered trademark of Visa International Service Association and used under license. PNC and ActivePay are registered marks The PNC Financial Services Group, Inc. ("PNC"). Bank deposit, treasury management and lending products and services are provided by PNC Bank, National Association, a wholly -owned subsidiary of PNC and Member FDIC. Lending and leasing products and services, including card services and merchant services, as well as certain other banking products and services, may require credit approval. ©2015 The PNC Financial Services Group, Inc. All rights reserved. CIB TM PDF 0815-0137-197065 41IP710 O Agenda Ite Page 1777 of 2350 Agenda Item #27. TABLE OF CONTENTS 1. .......................................................................... Use of the Program; Designated Affiliates........................................................ ...2 2. Program Administrator.................................................................................................................................................................. 2 3. Technology.....................................................................................................................................................................................2 4. Company Credit Limit.....................................................................................................................................................................3 5. Establishing and Changing Activity Limits; Company Cancellation of Cards................................................................................... 3 6. ..................................... Fees........................................................................................................................................................ ...3 7. Billing and Payment.......................................................................................................................................................................4 8. Disputed Charges...........................................................................................................................................................................4 9. Lost or Stolen Cards; Unauthorized Use; Cardholder Misuse.........................................................................................................4 10. Incentives — Rebate........................................................................................................................................................................ 5 11. Incentives — Rewards............................................................................................................................. ...5 ..................................... 12. Proxy Pay.......................................................................................................................................................................................5 13. Representations, Warranties and Covenants; Certification of Beneficial Owners and Other Additional Information ..................5 14. Default and Remedies............................................................................................................................ ...6 ..................................... 15. Termination...................................................................................................................................................................................7 16. RIGHT OF SETOFF...........................................................................................................................................................................7 17. Indemnification.............................................................................................................................................................................. 7 18. Disclaimer of Warranties, Liability Limitation and Special Damages.............................................................................................. 7 19. Force Majeure................................................................................................................................................................................8 20. Electronic Signatures and Records.................................................................................................................................................8 21. Governing Law and Venue.............................................................................................................................................................8 22. Notices...........................................................................................................................................................................................8 23. Confidentiality; Information Sharing..............................................................................................................................................9 24. Call Recording; and Consent for Service Calls................................................................................................................................9 25. Assignment....................................................................................................................................................................................9 26. Miscellaneous................................................................................................................................................................................9 27. USA PATRIOT Act Notice................................................................................................................................................................ 9 28. Waiver of Jury Trial......................................................................................................................................................................10 1 Page 1778 of 2350 Agenda Item #27. PNC COMMERCIAL CARD PROGRAM TERMS AND CONDITIONS These PNC Commercial Card Program Terms and Conditions (as amended, modified or supplemented from time to time, the "Program Terms") together with the Authorization, defined below, set forth the terms and conditions upon which PNC Bank, National Association ("PNC") will extend credit to the Company by establishing one or more commercial card programs using the Visa network (individually and collectively, the "Program") for the Company. The signature of the Company's authorized representative(s) on the PNC Commercial Card Authorization and Agreement (as amended, modified or supplemented from time to time, the "Authorization" and together with these Program Terms, collectively, the "Agreement") means that the Company agrees to be bound by the Agreement. The Company is liable for all transactions and any amounts due under the Program. The obligations of each entity defined as the Company in the Authorization are joint and several. 1. Use of the Program; Designated Affiliates PNC will issue cards, which may include a combination of physical plastic cards and card numbers established for payments to specific vendors (each a "Card" and collectively, the "Cards") (i) to one or more employees of the Company or the Company's Designated Affiliates (as defined below) who reside in the United States and who have been approved by PNC and authorized by the Company to use the Cards for purchases under the Program (each a "Cardholder" and collectively, the "Cardholders") or (ii) to the Company to provide to the Company's vendors for purchases under the Program (vendors in such capacity are referred to as "Authorized Vendors"). The Company will also have the option to establish activity limits for the Cards and to allow Cardholders to use the Cards for cash advances. Cards are to be used solely for business purposes, and the Company agrees to so advise each Cardholder. Cards may not be used for the purpose of or in furtherance of, or otherwise in connection with, any restricted business as may be determined by PNC from time to time. The Company's obligations under the Agreement, however, shall not be affected or limited if balances are incurred for non -business or other prohibited purposes. The term "purchases" means use of a Card to purchase goods and services from a participating merchant. If selected by the Company, cash advances may be obtained by presenting a Card at Visa member banks or institutions or by making a withdrawal of cash using the Card at an Automated Teller Machine ("ATM"). All references in these Program Terms to "cash advances" shall only be applicable if, and to the extent, that the Company elects cash advances pursuant to the Authorization as one of the services for which a Cardholder may use such Cardholder's Card. The Company will notify PNC which of the Company's subsidiaries and affiliates and their employees it would like to use the Program, and each such designated subsidiary or affiliate, if approved by PNC, is referred to in the Agreement as a "Designated Affiliate". The Company may add and eliminate Designated Affiliates from time to time by notice to and with approval of PNC. Notwithstanding that a Designated Affiliate may use the Program, the Company shall be and remain liable to PNC for the performance of all obligations under the Agreement with respect to such Designated Affiliate's use of the Program, and PNC retains the right to terminate any Designated Affiliate's (including its employees') ability to use the Program at any time upon notification to the Company. Except as the Company shall otherwise direct PNC in writing, the Company hereby authorizes and directs PNC to issue a replacement Card to each Cardholder before the expiration of each Card. The Company acknowledges and agrees that Cards are not assignable or transferable by operation of law or otherwise, and will so notify all Cardholders and Authorized Vendors, as applicable. 2. Program Administrator The Company shall designate one or more of its employees (individually and collectively, the "Program Administrator") to assist PNC in the administration of the Program. The Company shall cause the Program Administrator (i) to be familiar with all aspects of the Program, including but not limited to billing procedures, the number and status of Cards, the employment status of Cardholders, notice requirements, and status of delinquent Card balances, (ii) to provide all notices to Cardholders as required by these Program Terms, and (iii) to advise PNC of any Cardholder's termination of employment with the Company as such termination is processed by the Company. If there is more than one Program Administrator, the action or signature of any one Program Administrator shall constitute sufficient authorization. Any Program Administrator may be changed by written notice to PNC. 3. Technology At the Company's request, PNC may, in its discretion, make available to the Company certain additional technology, including but not limited to, certain Internet -based services (collectively, the "Technology Services") provided by third party service providers (each a "Technology Service Provider"). Examples of such Technology Services may include, without limitation ActivePay°, CentreSuite, Visa Online and Visa Intellil-ink Compliance Auditor. PNC may discontinue providing any of the Technology Services to the Company at any time upon sixty (60) days' prior written notice to the Company. The Company may discontinue using any Technology Service at any time upon sixty (60) days' prior written notice to PNC. In order to utilize any Technology Service, the Company acknowledges and agrees that: (a) it, and/or its Cardholders and/or its Authorized Vendors, may be required to register with the applicable Technology Service Provider and will be bound by such terms and conditions governing the Company's access to and use of such Technology Service as established from time to time by such Technology Service Provider, and by any third parties that such Technology Service Provider may use in providing the Technology Services; (b) it will be responsible for granting access to and authority to use such Technology Service to one or more persons in accordance with the applicable Technology Service Provider's terms and conditions; and (c) it may be required to execute such other documentation, in form and substance acceptable to PNC, and to agree to certain other terms and conditions governing use of such technology as may be established by PNC or any third party vendor used by PNC in conjunction with the provision Page 1779 of 2350 Agenda Item #27. of such services (including, without limitation, the applicable Technology Service Provider). Further, the Company acknowledges and agrees that when it utilizes a Technology Service to change an activity limit, order a new Card or give other instructions, the applicable Technology Service Provider will communicate those instructions to PNC and, provided that the person giving those instructions entered the proper security or other codes or identifying numbers, PNC will comply with the instructions received from such Technology Service Provider without further verifying those instructions with the Company. PNC is authorized to exchange with each Technology Service Provider and any other vendor or technology provider (and, as necessary, with third parties used by any such provider), information about the Company and the transactions under the Program. PNC shall have no liability to the Company in connection with the performance, or failure to perform, of any Technology Service or any other additional technology used by the Company in connection with the Program. 4. Company Credit Limit PNC will establish a maximum aggregate credit limit to be available for purchases, and, if applicable, for cash advances that may be outstanding at any one time for (i) the Program and (ii) any other commercial card program the Company may have with PNC (the programs described in (ii), individually and collectively, the "Additional Commercial Card Program"), in the amount set forth in the Authorization (as it may be amended from time to time, the "Company Credit Limit"). PNC may, in consultation with the Company, establish sublimits under the Company Credit Limit to be applicable to the Program, which sublimits may be changed from time to time by PNC. PNC may, at its discretion, (i) reduce the Company Credit Limit at any time, upon 60 days' written notice to the Program Administrator except in the event of a default under the Agreement, in which case no such notice is required, or (ii) decline charges against or close any one or more Cards or the Program at any time and for any reason relating to known or suspected fraud, illegal activity, unauthorized use or other misuse of a Card, or if, in PNC's sole judgment, it is necessary or desirable to do so because of legal process, applicable law or regulation, or other government guidelines, a I I without prior notice to the Company. The Company further understands that once the Company Credit Limit is reached, further use of Cards will not be permitted until the aggregate Card balances are reduced below the Company Credit Limit; provided, however, PNC may temporarily increase the Company Credit Limit on such terms and for such period as PNC, in its sole discretion may determine. For purposes of the Agreement, "unauthorized use" means the use of a Card by a person, (i) other than a Cardholder or Authorized Vendor, (ii) who does not have actual, implied or apparent authority for such use, and (iii) from which neither the Cardholder nor the Company nor any Designated Affiliate receives any benefit, including without limitation, any fraudulent use. Use of a Card by a Cardholder at any time (even if a Cardholder is no longer employed or associated with the Company or a Designated Affiliate) does not constitute unauthorized use until the Company notifies PNC that authorization is withdrawn pursuant to Section 9 below. Notwithstanding the foregoing, the Company shall remain liable for all amounts incurred by the use of Cards, whether within or in excess of the Company Credit Limit. 5. Establishing and Changing Activity Limits; Company Cancellation of Cards Activitv Limits The Company may elect to establish activity limits to restrict activity on a Card. Activity limits may include, without limitation, restricting the use of a Card to (i) a maximum number of transactions during any period; (ii) a maximum aggregate dollar amount of transactions during any period; (iii) a maximum dollar amount per transaction; or (iv) purchases from only certain types of merchants using merchant codes. The Company agrees to advise Cardholders of Card activity limits and any changes thereto. The Company understands that, because of Visa rules and procedures, PNC may be unable to decline charges for purchases below certain amounts or at certain establishments or in certain locations, and in such cases the Company shall be liable notwithstanding applicable activity limits. The Company further understands that once an activity limit is reached with respect to any Card, further use of such Card will not be permitted until such applicable activity limit period has expired or the Company advises PNC of a change to the activity limit. If the Company at any time desires to cancel or reduce or otherwise change any activity limit or other requirement on any outstanding Card, the Program Administrator may make such change by (a) using the applicable Technology Services, (b) notifying PNC in writing in accordance with Section 22 of these Program Terms, specifying the requested change and date of such change; or (c) notifying PNC orally and confirming any such oral change in writing. PNC may rely on any activity limit change provided by the Program Administrator using any of the methods noted above. Notwithstanding the foregoing, the Company shall remain liable for all amounts incurred by the use of a Card whether within or beyond any established activity limit. Comoanv Cancellation of Cards If the Company at any time desires to cancel a Card (including as a result of the termination of a Cardholder's employment), the Program Administrator shall (y) so notify PNC in accordance with Section 22 of these Program Terms, specifying the requested date of cancellation or (z) cancel such Card online using the applicable Technology Services. Upon cancellation of a Card, the Company will promptly notify the Cardholder and will use commercially reasonable efforts to obtain the canceled Card and destroy it. The Company shall be liable for all outstanding balances incurred by the use of any Card prior to cancellation or termination of such Card. 6. Fees The Company agrees to pay PNC the applicable fees and other charges set forth in the fee schedule attached to the Authorization (the "Fee Schedule") together with any other fees set forth in the Agreement. PNC may at any time amend such Fee Schedule to add new services or to reflect any additions to or increases in the fees, charges, or other amounts PNC is required to pay to any third party. In addition, PNC reserves Page 1780 of 2350 Agenda Item #27. the right to amend the Fee Schedule at any time and from time to time upon sixty (60) days' prior written notice to the Company. 7. Billing and Payment Company Bill/Cardholder Bill At the end of each Billing Cycle, PNC will send statements identifying each transaction posted during the Billing Cycle. If the Program is identified as "Company Bill" on the Authorization ("Company Bill Program"), PNC will send the statement to the Company. If the Program is identified as "Cardholder Bill" on the Authorization ("Cardholder Bill Program"), PNC will send statements to each Cardholder and to the Company. "Billing Cycle" means the period commencing the day after the closing date shown on the previous statement through and including the closing date on the current statement. Payment The Company shall, or shall cause its Cardholders to, make all payments and settle all outstanding balances when due. For any Company Bill Program, the Company agrees to pay PNC the total amount shown as due on each statement by the payment due date identified on such statement ("Company Bill Payment Due Date"). For any Cardholder Bill Program, the Company agrees to pay or cause its Cardholders to pay PNC the total amount shown as due on each statement by the payment due date identified on such statement (the "Cardholder Bill Payment Due Date"). In the event that any payment is not received by PNC on or before the date identified as the "Cardholder Past Due Payment Date" on the Authorization (the "Cardholder Past Due Payment Date"), (i) PNC will promptly notify the Company of such occurrence orally or in writing, (ii) the Company shall deliver such payment to PNC on or before the date identified as the "Company Contingent Payment Due Date" on the Authorization (the "Company Contingent Payment Due Date" and, together with the Company Bill Payment Due Date, each a "Payment Due Date") and (iii) PNC may, at is option, and without prior notification, close such Cardholder's Card. All payments must be made in U.S. dollars and are subject to the payment terms and conditions in the applicable statement. PNC will apply each payment received in any order PNC determines to be appropriate at the time payment is made (whether it be applied first to fees and other charges as may then be outstanding or first to the outstanding balance under a Program or otherwise). In the case of a Cardholder Bill Program, PNC may, but shall not be obligated to, pursue collection activities against any Cardholder, and the Company expressly agrees that its obligations to make any payment to PNC is in no way conditioned upon PNC first exercising any right or remedy against any Cardholder. 8. Disputed Charges If the Company or a Cardholder w i s h es to d i s p u t e any transactions, charges or billings, the Company or the Cardholder must notify PNC and complete and deliver to PNC such information, documentation and forms as may be required by PNC in connection with such dispute (collectively, the "Dispute Documentation"). In addition, if the dispute relates to charges resulting from unauthorized use or Cardholder misuse, the Company shall notify PNC in accordance with Section 9 of these Program Terms and provide PNC with the Dispute Documentation. For all other disputes, the Company agrees to notify PNC in accordance with Section 22 of these Program Terms within sixty (60) days after the date of the statement on which the disputed item first appeared and provide PNC with the Dispute Documentation. If the Company or a Cardholder does not so notify PNC and provide PNC with the Dispute Documentation, the Company waives any rights with respect to such disputed amounts. If the dispute is resolved in favor of the Company and/or the Cardholder, PNC will reverse from any Card the disputed item and, if already paid, will credit such paid amount on a future statement. If the dispute is not resolved in favor of the Company and/or the Cardholder, the disputed charge will, to the extent not already paid, be included in the total amount due on the next statement delivered after the dispute is resolved. 9. Lost or Stolen Cards; Unauthorized Use; Cardholder Misuse The Company agrees to notify PNC immediately by calling (800) 685-4039 if the Company suspects or knows that a Card is lost, stolen or has been the subject of unauthorized use or Cardholder misuse. To dispute any charges on a lost or stolen card and/or for unauthorized use or Cardholder misuse, the Company must immediately follow up the telephone call with written notice of the suspected or actual loss or theft of a Card and provide the Dispute Documentation to PNC at the address set forth in Section 22 of these Program Terms. Notice to PNC under this Section 9 shall be deemed to be duly given to PNC after PNC has actually received such notice, whether orally or in writing, and has had a reasonable time (not to exceed four business hours) to act on such notice. The Company will not be liable for unauthorized use or charges to a lost or stolen card that continue after the Company has provided notice to PNC of such unauthorized use in accordance with this Section 9. The Company shall, however, to the extent permitted by law, be liable for unauthorized use that occurs prior to such notification, but may dispute unauthorized use charges in accordance with Section 8 of these Program Terms. The Company may also be relieved of loss or liability resulting from misuse of a Card by a Cardholder if the transactions resulting from such misuse qualify for coverage under the VISA Liability Waiver Program and the Company otherwise complies with the terms and conditions of such program. The Company understands that any liability any Cardholder may separately have to the Company for the unauthorized use of any Card by a third party is the lesser of $50 or the amount of such unauthorized use. In addition, the Company understands that there is no limitation on the liability any Cardholder has to the Company for the misuse of any Card by the Cardholder. Page 1781 of 2350 Agenda Item #27. 10. Incentives — Rebate If the Company and PNC have agreed that the Program will include a rebate component, PNC shall pay a rebate (the "Rebate") based upon Program activity from the Effective Date until the date of termination, calculated as set forth on the Rebate Schedule attached to the Authorization (as it may be amended from time to time, the "Rebate Schedule"). Such Rebate shall be paid as set forth in the Authorization by a credit to a single account of the Company, which account shall be designated in writing by the Company to PNC. Payment of the Rebate is contingent upon PNC's receipt of such account information at least thirty (30) days prior to the date on which the Rebate is to be paid by PNC. The Rebate Schedule shall, absent termination of the Agreement, remain in effect for the period provided in the Authorization, provided, however, that PNC may amend the Rebate Schedule at any time, and from time to time, upon sixty (60) days prior notice, if (i) Visa reduces or otherwise modifies any interchange reimbursement fees relating to the Program; or (ii) PNC's cost of providing the Program increases as a result of external factors, such as changes in Visa rules; changes in federal or state laws, rules or regulations; or increases in funding costs due to interest rate changes. In no event shall PNC be obligated to pay a Rebate or any other incentive to the Company if a default by the Company has occurred under the Agreement. 11. Incentives — Rewards If the Company and PNC have agreed that the Program will include PNC's commercial card rewards program (the "Rewards Program"), PNC will make the Rewards Program available to the Company on the terms and conditions attached to the Authorization (the "Rewards Terms and Conditions"). The Company will be responsible for notifying its Cardholders that their Cards are eligible for enrollment in the Rewards Program and, if the Cardholders are designated as earning the reward points in the Authorization, that they may redeem rewards points in accordance with procedures set forth in the Rewards Terms and Conditions. In connection with the Company's participation in the Rewards Program, the Company authorizes PNC to exchange with any rewards provider and, as necessary, with third parties used by such rewards provider, information about the Company and its Card transactions. The Company understands and agrees that (i) it is bound by the Rewards Terms and Conditions established by PNC from time to time, which are incorporated into the Agreement by reference (and PNC will provide updated Rewards Terms and Conditions to the Company), (ii) PNC may revise the number of reward points earned for qualifying purchases, upon thirty (30) days' notice to the Company, and (iii) PNC may cancel the Company's participation in the Rewards Program at any time upon notice, in which event all outstanding points in the Company's account will be forfeited. 12. Proxy Pay In certain instances, an Authorized Vendor may require manual entry of payment information through an online portal ("Vendor Portal") or by telephone using log -in credentials of the Company or its Designated Affiliates ("Buyer's Credentials") to process a Card payment ("Manual Transactions"). If the Company and PNC have agreed that the Program will include PNC's proxy pay service ("Proxy Pay"), the Company may request that PNC undertake the manual entry of the Card transaction through the Vendor Portal using the Buyer's Credentials, and the Company will supply to PNC the Buyer's Credentials and all necessary information related to the Vendor Portal to complete the Manual Transactions. Any such request by the Company on behalf of a Designated Affiliate shall constitute the Company's representation and warranty that such Designated Affiliate has authorized the Company to provide to PNC the Buyer's Credentials of such Designated Affiliate and all other necessary information and to make such request. In its sole discretion, PNC may agree or decline to process any Manual Transactions either individually or on a reoccurring basis without any liability. The parties acknowledge and agree that although the Buyer's Credentials constitute Confidential Information, PNC is specifically authorized to use such information to access the Vendor Portal. The parties further acknowledge and agree that any party in possession of the Buyer's Credentials may have access to sensitive and non-public information about the Company and its Designated Affiliates. All Buyer's Credentials shall be transmitted and stored securely with access restricted to personnel that require access for furtherance of the purposes of this Agreement. Notwithstanding any provision in the Agreement to the contrary, PNC shall have no liability for any claims, losses or damages relating directly or indirectly to the Manual Transactions, Buyer's Credentials or the Vendor Portal. 13. Representations, Warranties and Covenants; Certification of Beneficial Owners and Other Additional Information By using the Program, the Company represents and warrants to PNC that (i) the Company has all necessary power and authority to execute, deliver, perform and take all actions contemplated by these Program Terms, (ii) all such action has been duly and validly authorized by all necessary proceedings on the Company's part, and (iii) the Authorization has been duly executed and delivered by the Company and the Agreement constitutes a valid, legal and binding agreement of the Company enforceable against it in accordance with its terms. The Company agrees to comply with all applicable local, state and federal laws, rules and regulations (and the laws of foreign countries, if the Program is used to make payments in those countries) as amended from time to time ("laws"), including without limitation the Bank Secrecy Act, the USA PATRIOT Act, the federal anti -money laundering statutes and any laws, regulations and Executive Orders that are enforced or administered by the Office of Foreign Assets Control ("OFAC"). The Company further represents and warrants that it has all licenses that may be required by OFAC to make a payment or conduct any other transaction through the Program. The Company agrees to furnish PNC, upon PNC's request, (a) such authorizations, verifications, certificates and information as PNC may require from time to time with respect to the Agreement and the Company, including the authority and true signature of any Program Administrator or any person signing the Authorization or any amendments thereto; and (b) such other information and documentation as may reasonably be requested by PNC from time to time for purposes of compliance by PNC with applicable laws (including without limitation the USA PATRIOT Act and other "know your customer" and anti -money laundering rules and regulations), and any policy or procedure implemented by PNC to comply therewith. The Company agrees that, if the Company is or was required to execute and deliver to PNC a Certification of Beneficial Owner(s) (individually and collectively, as updated from time to time, the "Certification of Beneficial Owners"), then (x) the information in the Certification of Beneficial Owners is true, Page 1782 of 2350 Agenda Item #27. complete and correct as of the date thereof and as of the date any such update is delivered; and (y) the Company shall provide: (i) confirmation of the accuracy of the information set forth in the most recent Certification of Beneficial Owners provided to PNC, as and when requested by PNC; and (ii) a new Certification of Beneficial Owners in form and substance acceptable to PNC when the individual(s) identified as a controlling party and/or a direct or indirect individual owner on the most recent Certification of Beneficial Owners provided to PNC have changed. The Company represents, warrants and covenants to PNC, as of the date of this Agreement and at all times until the Program has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (A) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Jurisdiction or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Jurisdiction or Sanctioned Person; (B) the Program will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person; (C) the funds used to repay outstanding balances under the Program are not derived from any unlawful activity; (D) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti -Terrorism Laws; and (E) no Collateral is or will become Embargoed Property. The Company covenants and agrees that (a) it shall immediately notify PNC in writing upon the occurrence of a Reportable Compliance Event; and (b) if, at any time, any Collateral becomes Embargoed Property, in addition to all other rights and remedies available to PNC, upon request by PNC, the Company shall provide substitute Collateral acceptable to PNC that is not Embargoed Property. As used herein: "Anti -Terrorism Laws" means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; "Collateral" means any collateral securing any debt, liabilities or other obligations of any Obligor to PNC; "Compliance Authority" means each and all of the (i) U.S. Treasury Department/Office of Foreign Assets Control, (ii) U.S. Treasury Department/Financial Crimes Enforcement Network, (iii) U.S. State Department/Directorate of Defense Trade Controls, (iv) U.S. Commerce Department/Bureau of Industry and Security, (v) U.S. Internal Revenue Service, (vi) U.S. Justice Department, and (vii) U.S. Securities and Exchange Commission; "Covered Entity" means the Company, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of the Company acting in any capacity in connection with the Program; "Embargoed Property" means any property (i) in which a Sanctioned Person holds an interest; (ii) beneficially owned, directly or indirectly, by a Sanctioned Person; (iii) that is due to or from a Sanctioned Person; (iv) that is located in a Sanctioned Jurisdiction; or (v) that would otherwise cause any actual or possible violation by PNC of any applicable Anti -Terrorism Law if PNC were to obtain an encumbrance on, lien on, pledge of or security interest in such property or provide services in consideration of such property; "Reportable Compliance Event" means (i) any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti -Terrorism Law or any predicate crime to any Anti -Terrorism Law, or self -discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti -Terrorism Law; (ii) any Covered Entity engages in a transaction that has caused or may cause PNC to be in violation of any Anti -Terrorism Laws, including a Covered Entity's use of the Program to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person; or (iii) any Collateral becomes Embargoed Property; "Sanctioned Jurisdiction" means a country subject to a sanctions program maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority. The Company shall deliver to PNC as soon as available, and in any event not later than one hundred twenty (120) days after the end of each fiscal year of the Company, financial statements of the Company in a form acceptable to PNC; provided, however, that the delivery requirement under the Agreement shall be satisfied if such financial statements are (A) publicly available; or (B) delivered by the Company to PNC or any of PNC's affiliates under and in accordance with any lending or other relationship. 14. Default and Remedies Any of the following shall constitute a default under the Agreement: (i) a bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding is commenced by or against any Obligor; (ii) any assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with PNC; (iii) any Obligor dies (if an individual), ceases to conduct business as a going concern, is dissolved or sells or transfers all or substantially all of its assets (including by division), (iv) failure by the Company to make any payment on a Payment Due Date, or as and when otherwise due under the Agreement, (v) the terms of the Agreement are breached by the Company or any Cardholder in any manner, or any representation or warranty made by the Company under the Agreement is not true and correct in any material respect when made; (vi) default by the Company or any guarantor under any other agreement or obligation to PNC or any of PNC's affiliates beyond any grace period with respect thereto, (vii) the entry of a final judgment against any Obligor and the failure to discharge or stay the judgment within thirty (30) days after the entry thereof, or (viii) the Company defaults (as principal or as guarantor or other surety) under the terms of any obligation (or set of related obligations) in respect of indebtedness for borrowed money beyond any period of grace with respect thereto. As used herein, the term "Obligor" means the Company and any guarantor of, or any pledger, mortgagor or other person or entity providing collateral support for, the Company's obligations to PNC under the Program, existing as of the date of the Agreement or arising in the future. Upon the occurrence of a default: (a) if a default under clause (i) or (ii) above shall occur, the entire amount owing under the Program shall be immediately due and payable, and the Company Credit Limit, all Cards, and the Agreement shall be immediately terminated, all without demand or notice of any kind; (b) if any other default shall occur, PNC may, at its option, and without prior notification: (y) terminate the Company Credit Limit, Page 1783 of 2350 Agenda Item #27. close any or all Cards to all use and/or terminate the Agreement, and (z) accelerate payment of the full balance on all Cards and any other amounts payable under the Agreement, and require immediate repayment in full of such amounts; and (c) PNC may exercise from time to time any of the rights and remedies available under the Agreement or under applicable law. To the extent permitted by law, the Company shall be liable for court costs, reasonable in-house or outside attorneys' fees, and any other costs of collection. 15. Termination The Company and PNC may each terminate the Agreement at anytime, without cause, upon at least sixty (60) days' prior written notice to the other party, which notice shall specify the date of termination. Upon termination of the Agreement, the full balance outstanding under all Cards and any other amounts payable under the Agreement shall be immediately due and payable in full. Notwithstanding any termination of the Agreement, the Agreement shall remain in full force and effect with respect to (i) all Card transactions under the Program that posted and/or were authorized prior to the date of such termination, (ii) all fees and other charges as shall have accrued or as shall occur or accrue to PNC with respect to such transactions, (iii) PNC's right of setoff set forth in Section 16 of these Program Terms, (iv) the indemnity provided by the Company in Section 17 of these Program Terms, (v) the limitation of liability provisions set forth in Section 18 of these Program Terms, (vi) venue, enforcement and waiver of jury trial provisions set forth in Sections 21 and 28, respectively, of these Program Terms, and (vii) the confidentiality and information sharing provisions set forth in Section 23 of these Program Terms. Further, upon any termination and on demand thereafter, the Company shall reimburse PNC for any reasonable out—of-pocket expenses incurred by PNC in connection with the Agreement and the Program, including without limitation the costs (including attorneys' fees) associated with unused customized cards and forms and the collection of all amounts outstanding under the Agreement. 16. RIGHT OF SETOFF TO SECURE ALL OF THE COMPANY'S EXISTING AND FUTURE OBLIGATIONS TO PNC UNDER THE AGREEMENT OR OTHERWISE, THE COMPANY HEREBY GRANTS PNC A GENERAL LIEN ON, SECURITY INTEREST IN AND RIGHT OF SETOFF AGAINST ANY AND ALL OF THE COMPANY'S EXISTING AND FUTURE PROPERTY IN THE POSSESSION OF PNC OR ANY OF ITS AFFILIATES (INCLUDING WITHOUT LIMITATION, ALL DEPOSIT ACCOUNTS AND OTHER ACCOUNTS OF ANY TYPE). UPON THE OCCURRENCE OF ANY DEFAULT UNDER THE AGREEMENT, PNC MAY SET OFF ANY SUCH PROPERTY OF THE COMPANY AGAINST ANY OBLIGATION THE COMPANY OWES TO PNC, AND MAY EXERCISE ANY OTHER RIGHTS AND REMEDIES PERMITTED BY LAW. EVERY SUCH SECURITY INTEREST AND RIGHT OF SETOFF MAY BE EXERCISED WITHOUT DEMAND UPON OR NOTICE TO THE COMPANY. EVERY SUCH RIGHT OF SETOFF SHALL BE DEEMED TO HAVE BEEN EXERCISED IMMEDIATELY UPON THE OCCURRENCE OF A DEFAULT UNDER THE AGREEMENT WITHOUT ANY ACTION OF PNC, ALTHOUGH PNC MAY ENTER SUCH SETOFF ON ITS BOOKS AND RECORDS AT A LATER TIME. 17. Indemnification The Company shall indemnify and hold harmless PNC and its affiliates and their respective directors, officers, employees and agents, from and against any and all losses, claims, damages, liabilities, judgments or amounts paid in settlement (or actions, suits or proceedings, or investigations in respect thereof), including reasonable attorneys' fees (collectively, "Losses") resulting from, relating to or arising out of the Agreement, use of the Cards, Proxy Pay, and the Program; provided, however, that the Company shall have no obligation to indemnify PNC or its affiliates or their respective directors, officers, employees or agents against any Losses to the extent such Losses result from the gross negligence or willful misconduct of PNC or its affiliates, or their respective directors, officers, employees or agents. 18. Disclaimer of Warranties, Liability Limitation and Special Damages PNC SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE PROGRAM OR THE AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, EACH OF WHICH IS EXPRESSLY EXCLUDED BY AGREEMENT OF THE PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL PNC'S AGGREGATE LIABILITY UNDER THE AGREEMENT AND UNDER ANY AGREEMENT EVIDENCING AN ADDITIONAL COMMERCIAL CARD PROGRAM, EXCEED TEN PERCENT OF THE COMPANY CREDIT LIMIT. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS OR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY THE AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In addition, the Company acknowledges and agrees that Visa U.S.A. Inc. and Visa International shall not be responsible for any claims, losses, damages or liabilities incurred by any Visa member (including PNC) or by the agents, brokers, cardholders (including the Company, any Cardholder or any Authorized Vendor), or merchants of any such Visa member arising out of the PNC Commercial Card product, including without limitation the Program and services provided under the Agreement. VISA U.S.A. INC. AND VISA INTERNATIONAL DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PNC COMMERCIAL CARD PRODUCT OR ANY CORE SERVICE OR SUPPLEMENTAL SERVICES PROVIDED IN CONNECTION THEREWITH BY VISA OR ITS CONTRACTORS (INCLUDING PNC), BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7 Page 1784 of 2350 Agenda Item #27. 19. Force Majeure Notwithstanding any other provisions of the Agreement, neither party shall be liable for any failure, inability to perform, or delay in performance under the Agreement, if such failure, inability, or delay is due to acts of God, severe weather, war, civil commotion, governmental action, fire, explosion, strikes, other industrial disturbances, equipment malfunction (or in the case of PNC, acts or omissions of any third party including, without limitation, Visa and any other Technology Service Provider) or any other cause beyond a party's reasonable control; provided, however, that nothing contained in this provision shall relieve or excuse the Company's obligation to make any payment hereunder on the date when due. 20. Electronic Signatures and Records The Agreement, any amendment to the Agreement, and any other information, notice, signature card, periodic statement, disclosure, agreement or authorization related to the Agreement (each a "Communication") may, at PNC's option, be in the form of an electronic record. Any Communication may, at PNC's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this Section may include, without limitation, use or acceptance by PNC of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. 21. Governing Law and Venue THE AGREEMENT AND ALL QUESTIONS RELATING TO THE SUBJECT MATTER HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA (EXCLUDING ITS CONFLICT OF LAW RULES), INCLUDING WITHOUT LIMITATION THE PENNSYLVANIA ELECTRONIC TRANSACTIONS ACT, OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Company hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the Commonwealth of Pennsylvania (including the courts of the United States of America for the Western District of Pennsylvania) and hereby waives any objection which it may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such jurisdiction, on the basis of a more convenient forum or otherwise; provided that nothing contained in the Agreement (including this Section) shall prevent PNC from bringing any action, enforcing any award or judgment or exercising any rights against the Company individually, against any security or against any property of the Company within any other county, state or other foreign or domestic jurisdiction. 22. Notices All notices permitted or required under the Agreement shall be in writing and shall be deemed to have been duly given if sent by personal delivery, mail, nationally recognized overnight courier or facsimile, addressed, in the case of notice to the Company, except as expressly provided below, to the Program Administrator at the address set forth in the Authorization, or such other address provided to PNC in writing, and in the case of notice to PNC, to: PNC Bank, National Association Treasury Management Firstside Center 500 First Avenue Pittsburgh, Pennsylvania 15219 Attn: Commercial Card Operations Mailstop: P7-PFSC-03-D with a copy (in the case of notices relating to default, termination or disputes arising under the Agreement) to: PNC Bank, National Association 1600 Market Street, 8th Floor Philadelphia, PA 19103 Attn: Managing Chief Counsel, Commercial Lending and Finance or, if sent by facsimile, to (412) 705-0759, Attention: Commercial Card Operations and (215) 585-6850, Attention: Managing Chief Counsel, Commercial Lending and Finance; Any of the above notices (except for notices relating to default, termination or disputes under the Agreement) or inquiries may be sent by email, if to PNC to pcard@pnc.com and if to the Company, at the email address for the Program Administrator set forth in the Authorization, or such other address provided to PNC in writing. Notice by PNC relating to default, termination or disputes shall be directed to the Authorized Representative at the address set forth in the Authorization, or such other address provided to PNC in writing. Notwithstanding anything herein to the contrary, if the Company has not identified any Program Administrator or Authorized Representative, or if PNC is unable to determine the identity of such person from its records, then all notices to the Company permitted or required by this Agreement shall be addressed to the Company at the address shown on the records of PNC. 8 Page 1785 of 2350 Agenda Item #27. 23. Confidentiality; Information Sharing In connection with the Program, PNC and the Company will be providing to each other, whether orally, in writing or in electronic format, non-public, confidential or proprietary information (collectively "Confidential Information"). Absent the written consent of the disclosing party, each of PNC and the Company agrees (a) to hold the Confidential Information of the other in confidence, and (b) not to disclose or permit any other person or entity access to the Confidential Information of the other party, except for disclosure or access (i) to a party's affiliates and its or their employees, officers, directors, agents, representatives, (ii) to other third parties that provide or may provide ancillary support relating to the Program, (iii) in connection with the exercise of any remedies or enforcement of rights under the Agreement or any action or proceeding relating to the Agreement or the Program, or (iv) to its external or internal auditors or regulatory authorities or upon the order of a court or other governmental agency having jurisdiction over a party. PNC and the Company agree that the obligation to protect such Confidential Information shall be satisfied if the party receiving such Confidential Information utilizes the same control (but no less than reasonable) as it does to avoid disclosure of its own confidential and valuable information. The term "Confidential Information" shall not include information that (w) is or becomes published or otherwise generally available to the public, (x) was available to the receiving party on a non -confidential basis prior to its disclosure to the receiving party pursuant to the Agreement, (y) becomes available to the receiving party on a non -confidential basis from a source other than the disclosing party, or (z) was independently developed by the receiving party prior to disclosure to the receiving party pursuant to the Agreement. PNC and the Company further agree that this provision shall survive the termination of the Agreement. The Company also agrees that PNC and its affiliates may share with each other information (including without limitation financial information) that PNC and any affiliate receive from the Company under the Agreement and under other lending and business relationships. Each of the Company and PNC agrees not to use the other's name or logo in any marketing materials, without the prior written consent of the other party. 24. Call Recording; and Consent for Service Calls To review and monitor appropriate handling of inquiries and PNC's performance, some telephone calls between employees or agents of PNC and the Company may be monitored by PNC's supervisory or management personnel, or by such employees or agents of PNC, without notice to the Company. PNC will not, however, make a sound recording of any telephone call without disclosure to the Company nor will PNC be liable to the Company if PNC does not record or maintain a record of a conversation. By providing telephone number(s) to PNC at any time, the Company also authorizes PNC and its affiliates and designees to contact the Company regarding any personal account(s) or business account(s) for which Company is an authorized signer, whether the accounts are with PNC or its affiliates, at such numbers using any means, including but not limited to placing calls using an automated dialing system to call, VolP or other wireless phone number, or by sending prerecorded messages or text messages, even if charges may be incurred for the calls or text messages; and the Company consents that any phone call with PNC may be monitored or recorded by PNC. 25. Assignment The Agreement (including any of the Company's rights or obligations under the Agreement) may not be assigned or transferred, by operation of law or otherwise, by the Company without the prior written consent of PNC. The Agreement shall be binding upon the permitted successors and assigns of the Company. No consent is required for PNC to assign or otherwise transfer the Agreement or its rights or obligations under the Agreement. 26. Miscellaneous The Agreement (including any attachments and the documents and instruments referred to in the Agreement) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Company and PNC or any of PNC's affiliates with respect to the subject matter hereof. Except as expressly provided in the Agreement, the Agreement may be amended or modified only by a written agreement signed by both PNC and the Company. No waiver by either party of any of its respective rights under the Agreement shall be effective unless in writing signed by an authorized representative of such party. Notwithstanding the foregoing, PNC may modify the Authorization for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that PNC shall send a copy of any such modification to the Company (which notice may be given by electronic mail). If for any reason a party waives a right, such waiver shall not be construed to be continuing, nor shall such waiver limit or otherwise affect such party's right to exercise such right at a later time with or without notice. Each party's rights and remedies under the Agreement are cumulative and not exclusive of any other rights or remedies which such party may have under agreements, at law or in equity. To the extent possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting the other provisions of the Agreement. Titles and headings to paragraphs of these Program Terms are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of the Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given to them in the Authorization. 27. USA PATRIOT Act Notice PNC hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act, PNC is required to obtain, verify and record information that identifies the Company which information includes the name and address of the Company and other information that will allow PNC to identify the Company in accordance with the USA PATRIOT Act. 9 Page 1786 of 2350 Agenda Item #27. 28. Waiver of Jury Trial EACH OF THE COMPANY AND PNC HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING OF ANY NATURE RESULTING FROM, ARISING OUT OF OR RELATED TO THE AGREEMENT. ©2022 PNC Bank, National Association. All rights reserved. 10 Page 1787 of 2350 Agenda Item #27. Request for Taxpayer Give Form to the Form W=9 (Rev. October 2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above M o v M Q CO m a� M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) ► 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code 7 List account number(s) here (optional) MUMN Taxpayer Identification Number (TIN) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) Requester's name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other - - entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Here U.S. person ► Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/F6rmW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Pcgtfil1b#0n50 Agenda Item #27. Form W-9 (Rev. 10-2018) Page 2 By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Page 1789 of 2350 Agenda Item #27. Form W-9 (Rev. 10-2018) Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single -member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2. c. Partnership, LLC that is not a single -member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name/disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is THEN check the box for ... a(n)... • Corporation Corporation • Individual Individual/sole proprietor or single- • Sole proprietorship, or member LLC • Single -member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. • LLC treated as a partnership for Limited liability company and enter U.S. federal tax purposes, the appropriate tax classification. • LLC that has filed Form 8832 or (P= Partnership; C= C corporation; 2553 to be taxed as a corporation, or S= S corporation) or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 Page 1790 of 2350 Agenda Item #27. Form W-9 (Rev. 10-2018) Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over 1 through 52 $5, 0001 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 —A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. Page 1791 of 2350 Agenda Item #27. Form W-9 (Rev. 10-2018) Pager) 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: I Give name and SSN of: 1. Individual 2. Two or more individuals Qoint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The individual The actual owner of the account or, if combined funds, the first individual on the account' Each holder of the account For this type of account: I Give name and EIN of: 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2 Circle the minor's name and furnish the minor's SSN. 3 You must show your individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, The minor • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. The grantor -trustee' If your tax records are affected by identity theft and you receive a 1 notice from the IRS, respond right away to the name and phone number The actual owner printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you The owner 3 think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline The grantor* at 1-800-908-4490 or submit Form 14039. For this type of account: I Give name and EIN of: 8. Disregarded entity not owned by an The owner individual 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 11. Association, club, religious, The organization charitable, educational, or other tax- exempt organization 12. Partnership or multi -member LLC The partnership 13. A broker or registered nominee The broker or nominee For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. Page 1792 of 2350 Agenda Item #27. Form W-9 (Rev. 10-2018) Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at seam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338) If you have been the victim of identity theft, see www.ldentityTheft.gov and Pub. 5027. Visit www.irs.gov/ldentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. Page 1793 of 2350 Agenda Item #27. Please wait... If this message is not eventually replaced by the proper contents of the document, your PDF viewer may not be able to display this type of document. You can upgrade to the latest version of Adobe Reader for Windows®, Mac, or Linux® by visiting http://www.adobe.com/go/reader—download. For more assistance with Adobe Reader visit http://www.adobe.com/go/acrreader. Windows is either a registered trademark or a trademark of Microsoft Corporation in the United States and/or other countries. Mac is a trademark of Apple Inc., registered in the United States and other countries. Linux is the registered trademark of Linus Torvalds in the U.S. and other countries. Page 1794 of 2350 Agenda Item #27. PNC COMMERCIAL CARD PROGRAM AUTHORIZATION AND AGREEMENT Authorization and Agreement This PNC Commercial Card Program Authorization and Agreement (including any Exhibits or Addenda attached hereto, this "Authorization") is made by and between Village of Tequesta (individually and collectively, if more than one, the "Company") and PNC Bank, National Association ("PNC") and shall become effective upon the later of the execution dates (the "Effective Date") set forth on the signature page hereof. The Company hereby acknowledges receipt of, and agrees to be legally bound by, the PNC Commercial Card Program Terms and Conditions (version May 2022) (as amended in accordance with the terms of the Agreement, defined below, the "Program Terms"), which, together with this Authorization, set forth the terms and conditions under which PNC will extend credit to the Company by establishing one or more commercial card programs using the Visa network for the Company as detailed in Section 2 (individually and collectively, if more than one, the "Program"). This Authorization and the Program Terms constitute the agreement of the parties related to the Program (as amended, modified or supplemented from time to time, the "Agreement"). Capitalized terms used but not defined in this Authorization have the meanings given to them in the Program Terms. The Company agrees that the (1) Company shall pay to PNC all amounts outstanding from time to time under each Program in accordance with the Agreement and (ii) obligations of each Company who signs this Authorization shall be joint and several. The Company and PNC, intending to be legally bound, hereby agree as follows: 1. Company Credit Limit. The maximum aggregate Company Credit Limit available to the Company for (1) the Program and (ii) any other commercial card program the Company may have with PNC (including but not limited to any commercial card program with the Company initiated by BBVA USA, Compass Bank or any other predecessor to PNC), is as follows: Company Credit Limit: $ 400,000 2. Program. The Company has selected, and PNC has agreed to provide, the following Program(s) with the respective billing terms and incentives set forth below (check and complete as applicable): (i) X Company Bill Program (a) Billing Cycle: (b) Company Bill Payment Due Date: Monthly 25 days after Statement Date (c) Incentives (check one): X Rebate (see attached Rebate Schedule) _N/A Commercial Card Rewards - Company earns points at a rate of points per $1.00 (see attached Rewards Terms) (ii) _N/A Cardholder Bill Program (a) Billing Cycle: Monthly (b) Cardholder Bill Payment Due Date: days after Statement Date (c) Cardholder Past Due Payment Due Date: days after Cardholder Bill Payment Due Date (d) Company Contingent Payment Due Date: days after Cardholder Bill Payment Due Date (e) Incentives (check one) Rebate (see attached Rebate Schedule) Commercial Card Rewards - Cardholder earns points at a rate of points per $1.00 (see attached Rewards Terms) Commercial Card May 2022 Page 1795 of 2350 Agenda Item #27. 3. Collateral. All of the obligations of the Company under the Agreement are intended to be secured by the property described in any collateral security documents executed and delivered to PNC in connection with the Agreement or that previously may have been or may in the future be executed and delivered to PNC, or an agent acting on behalf of PNC, to secure any obligations of the Company to PNC; provided, however, the Collateral is not intended to include real property, and the applicability of any lien on such real property is hereby disclaimed by PNC, unless expressly provided otherwise below. 4. Additional Collateral. In addition to the collateral granted in the collateral documents referenced above and any other collateral referenced elsewhere in the Agreement, the Program is secured by the following collateral, if any, as indicated below: Accounts (check if applicable: M M DA CD Savings Account Investment Account If checked above, at all times, the Company's obligations under the Agreement shall be secured by a first priority perfected lien on a certificate of deposit, money market deposit account, savings account or investment account, as applicable, issued by or maintained at PNC (the "Collateral Account"), all pursuant to and as more fully described in a pledge agreement in form and substance acceptable to PNC (the "Pledge Agreement"). If at any time the value of the Collateral Account is less than the amount required by the Pledge Agreement or related loan document (or, if no amount is specified, the Company Credit Limit), then the Company shall immediately pledge additional collateral to PNC of sufficient value to meet the value requirements for the Collateral Account. In addition to any other default described in the Agreement, it shall be a default under the Agreement if: (a) PNC ceases to have a first priority perfected lien and security interest in the Collateral Account; or (b) any default or event of default occurs under the Pledge Agreement. 00 Letter of Credit (check if applicable: If checked above, at all times, the Company's obligations under the Agreement shall be secured by an irrevocable unconditional letter of credit in favor of PNC in the face amount of the Company Credit Limit in form and substance and issued by a bank acceptable to PNC (the "Letter of Credit"). In addition to any other default described in the Agreement, it shall be a default under the Agreement if: (a) the Letter of Credit ceases to be in full force and effect; or (b) PNC receives a notice from the issuer of the Letter of Credit stating that it will not extend the expiration date of the Letter of Credit for an additional period beyond its then current expiry date and the Company does not deliver to PNC a replacement Letter of Credit, in form and substance and issued by a bank acceptable to PNC, on or before thirty (30) days prior to the then current expiry date of the Letter of Credit. In addition to any other remedies provided in the Agreement, upon the occurrence of a default under the Agreement, PNC may draw on the Letter of Credit. (iii) Other (check if applicable and describe: 5. Fees. The attached Fee Schedule lists the fees that will be assessed, as applicable, to the Program. 6. Cash Advances. As of the Effective Date, the Company has has not (check as applicable; failure to check either blank shall be deemed an election by the Company to not allow cash advances) elected to allow cash advances. Such election may be changed by the Company after the Effective Date by providing notice to PNC in accordance with the terms of the Agreement and without the need for a written amendment to the Agreement. 7. Initial Designated Affiliates. As of the Effective Date, the Company desires to name the following subsidiaries and/or affiliates as "Designated Affiliates" under the Program, subject to approval by PNC. The Company may add or eliminate Designated Affiliates with approval from PNC after the Effective Date by providing notice to PNC in accordance with the terms of the Agreement and without the need for a written amendment to the Agreement. Designated Affiliates 8. Use of Electronic Signatures and Records. At PNC's option, electronic records and signatures may be used in connection with the Agreement. See the Program Terms for details. Commercial Card May 2022 Page 1796 of 2350 Agenda Item #27. 9. Amendments to Program Terms and Conditions_ The parties hereto, hereby acknowledge and agree that the Program Terms are, and shall be, amended as follows: Indemnification. Section 17 of the Program Terms is hereby amended and restated in its entirety as fnI I nXA/C "17. Indemnification To the extent permitted by applicable law and subject to the provisions of and limitations set forth in Section 768.28 F.S., the Company shall indemnify and hold harmless PNC and its affiliates and their respective directors, officers, employees and agents, from and against any and all losses, claims, damages, liabilities, judgments or amounts paid in settlement (or actions, suits or proceedings, or investigations in respect thereof), including reasonable attorneys' fees (collectively, "Losses") resulting from, relating to or arising out of the Agreement, use of the Cards, Proxy Pay, and the Program; provided, however, that the Company shall have no obligation to indemnify PNC or its affiliates or their respective directors, officers, employees or agents against any Losses to the extent such Losses (1) result from the gross negligence orwillful misconduct of PNC or its affiliates, or their respective directors, officers, employees or agents or (ii) exceed the maximum amount permitted under and pursuant to Section 768.28 F.S.." 00 Governing Law and Venue. Section 21 of the Program Terms is hereby amended and retated in its entirety as follows: 10. Governing Law and Venue THE AGREEMENT AND ALL QUESTIONS RELATING TO THE SUBJECT MATTER HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (EXCLUDING ITS CONFLICT OF LAW RULES), INCLUDING WITHOUT LIMITATION T H E FLORIDA ELECTRONIC TRANSACTIONS ACT, OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OFAMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Company hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the State of Florida and hereby waives any objection which it may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such jurisdiction, on the basis of a more convenient forum or otherwise; provided that nothing contained in the Agreement (including this Section) shall prevent PNC from bringing any action, enforcing any award or judgment or exercising any rights against the Company individually, against any security or against any property of the Company within any other county, state or other foreign or domestic jurisdiction.'° Commercial Card May 2022 Page 1797 of 2350 Agenda Item #27. SIGNATURE PAGE By executing this Signature Page, the undersigned acknowledge that they have read the Agreement and agree to abide and be bound by its terms and conditions. PNC BANK, NATIONAL ASSOCIATION By: 6"`7 (Signature) Name: Anthonv B. DeBlasio Title: Vice President Date: 01/19/23 VILLAGE OF TEOUESTA By: (Signature of Authorized Representative) Print Name: Molly Young Title: Mayor Email Address: myoune(a� eguesta.org Telephone Number: (561) 768-0460 Date: Form of Organization (please check): Corporation Partnership Limited liability company X Other (Specify: City Town Government Public Finance ) The following address will be used by PNC for giving Company notices under the Agreement. Street Address: 345 Te uesta Drive City: Te uesta State: Florida Zip: 33469 Telephone: (561) 768-0426 Facsimile: ( ) Program Administrator Email Address: lcollazopa to uesta.or 4 Commercial Card May 2022 Page 1798 of 2350 Agenda Item #27. OFFICER'S CERTIFICATE The undersigned certifies to PNC that the officers)/partner(s)/member(s) who signed this Authorization and any other documents executed in connection with the Agreement or the Program (individually and collectively if more than one, the "Authorized Representative"): (1) was authorized and directed to execute and deliver, including to electronically execute and deliver, in the name of and on behalf of Company, this Authorization with PNC, and (ii) has further been authorized by the Company, at any time and from time to time, on behalf of the Company: (A) to obtain financial services and products of any kind from PNC or from any other direct or indirect subsidiary of The PNC Financial Services Group, Inc. (collectively, "PNC Financial Services Group"), including but not limited to loans and other products involving the extension of credit and other treasury management services and products; (B) to guarantee the payment and performance of the indebtedness and obligations of other persons or entities to PNC Financial Services Group; (C) to pledge, assign, transfer, mortgage, grant a security interest in or lien on any real or personal property (tangible or intangible) of the Companyto or in favor of PNC Financial Services Group as collateral security for the payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties of the Company or of any other persons or entities to PNC Financial Services Group (whether or not in connection with a guaranty of such other person's or entity's obligations to PNC Financial Services Group); U to execute, accept, authorize agreement to and/or deliver to or in favor of, including to electronically execute, accept, authorize agreement to and/or deliver to or in favor of, PNC Financial Services Group such agreements, documents and instruments, required or requested by PNC Financial Services Group in connection with any of the foregoing products, services or actions, including but not limited to loan agreements or other evidence of indebtedness, guaranties, treasury management service agreements, collateral security documents (including but not limited to security agreements, financing statements, pledge agreements, assignments, mortgages or deeds of trust), and any supporting documents required by the terms of any of the foregoing agreements, documents or instruments; all in such form as may be requested by PNC Financial Services Group and any of which may contain a warrant of attorney authorizing PNC Financial Services Group to confess judgment against the Company for all sums due or to become due by the Company to PNC Financial Services Group and/or a provision waiving the right to trial by jury; U to execute and deliver to or in favor of, including to electronically execute and deliver to or in favor of, PNC Financial Services Group any amendments, modifications, renewals or supplements of or to any of the foregoing agreements, documents or instruments; (F) to take any other action requested, required or deemed advisable by PNC Financial Services Group in order to effectuate the foregoing; and (G) to delegate the foregoing duties to one or more other representatives of the Company. The undersigned further certifies that 0 ) the authority granted herein has been duly authorized by all necessary action on behalf of the Company and does not violate the articles or certificates of incorporation, the by-laws or regulations, or other organizational documents of the Company; and (2) the Authorized Representative holds the office, title or status with the Company specified below the Authorized Representative's signature, the email address and telephone number provided is the Authorized Representative's true and correct email address and telephone number for conducting Company business, and any original signature following the Authorized Representative's name is such person's actual signature. The authority vested in the Authorized Representative specified herein will remain in full force and effect until a certified copy of a notice revoking or modifying this Company Certification and such authority has been delivered to PNC and PNC has had a reasonable time to act thereon. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned have hereunto set their hands. Y-. Print Name: Laurie Brandon Title: Council Member Date: * By: Print Name: Frank D'Ambra Title: Council Member Date: *By: Print Name: Kyle Stone Title: Council Member and Vice Mayor Date: Commercial Card May 2022 Page 1799 of 2350 Agenda Item #27. PNC COMMERCIAL CARD PROGRAM AUTHORIZATION AND AGREEMENT ya Fee Schedule' Prepared for Village of Tequesta „Categoryl Description iFee I. Program Configuration First Corporate Account per program Waived Additional Corporate Accounts per program $500 per corporate account (one-time fee) II. Card Attributes Executive Accounts 2 $295 per year / per cardholder account Rewards Enrollment $75 per year / per cardholder account Card Design 3 Standard: PNC standard design w/single color Company logo $250 per logo Customized: Company customized design or multi -color Company too $250 per image upload File formatting modifications (if applicable) $200 per image modification Custom Card production $3 per card III. Technology Visa IntelliLink (ancillary services) Compliance Auditor Maintenance $100 per month Compliance Auditor Transaction Fee $0.03 per item Receipt Imaging $100 per month / per corporate account Customized File Development Pass through at cost with $4,500 minimum ActivePay° (ancillary services) Receipt Imaging via FAX $0.18 per page Receipt Imaging $100 per month / per corporate account Web Services Customized development cost Data Transmission Files for Program Management (setup) Pass through at cost of $1,000 (one-time fee) Customized File Development: Data File Formatting Pass through at cost with $4,000 minimum Data Archive Retrieval Pass through at cost with $5,000 minimum IV. Transactional Commercial Card Alerts (Email or Text)4 Waived Cash Advance $3 or 3% per advance (whichever is greater) Foreign Exchange 5 Exchange Rate + 1% Late Fee - Company Bill Program 1 % of outstanding balance at the following number of days past the next statement close date based on the follow'ing program statement cycles: Monthly (or longer) cycle: 15 days Bi-weekly cycle: 10 days Weekly cycle: 5 days Late Fee - Cardholder Bill Program $15 at 31 days past Cardholder Bill Payment Due Date; 2% of outstanding balance at 61 days past Cardholder Bill Payment Due Date Commercial Card May 2022 Page 1800 of 2350 Agenda Item #27. I Fee Schedule: This Fee Schedule sets forth the fees that are applicable to PNC's standard commercial card programs. Some of these fees may not apply depending on the attributes of the specific Program. 2 Executive Accounts: Annual fee applies when no more than 5% of all cards in the Program are Executive Accounts. If more than 5% of total cards are Executive Accounts, PNC reserves the right to assess a higher annual fee. Certain benefits for Executive Accounts require enrollment. Benefits for Executive Accounts include the coverages found at pnc.com/commercialcard/executivebenefits. 3 Card Design: Company Logo cards are available 1-2 weeks after design approval. Custom Card designs may take up to 12 weeks for delivery. 4 Alerts: Message and data rates may apply to the recipient of the alerts. 5 Foreign Exchange Fee: Visa will convert the amount from the transaction currency into U.S. dollars, using a conversion exchange rate that is either a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date (which rate may vary from the rate Visa receives), or the government -mandated rate in effect for the applicable central processing date, plus in each instance, 1 %. Commercial Card May 2022 Page 1801 of 2350 Agenda Item #27. PNC COMMERCIAL CARD PROGRAM AUTHORIZATION AND AGREEMENT Rebate Schedule Prepared for Village of Tequesta PNC is offering the following incentives to the Company, subject to the terms of the Agreement and payments being made on or before the applicable Payment Due Date: Rebate Incentives: Annual Dollar Volume * Standard Transaction Rebate Incentives* $10,000,000 and above 160 $5,000,000 to $9,999,999 150 $2,500,000 to $4,999,99 135 $1,000,000 to $2,499,999 125 $100,000 to $999,999 100 $0 to $99,999 0 Standard Transaction Rebate Incentives are listed in basis points. One basis point equals .0001. The highest Annual Dollar Volume tier achieved for a particular year will determine the applicable Standard Transaction Rebate Incentive that will be applied to all of that year's Annual Dollar Volume for Standard Transactions (the "Applicable Standard Transaction Rebate Incentive"). Level III Transactions and Large Ticket Transactions will also earn Rebate Incentives as follows: the portion of Annual Dollar Volume attributed to Level III Transactions for a particular year will earn a Rebate Incentive equal to the lesser of (1) % of the Applicable Standard Transaction Rebate Incentive set forth above for that year, or (ii) 92.5 basis points; and the portion of Annual Dollar Volume attributed to Large Ticket Transactions for a particular year will earn a Rebate Incentive equal to the lesser of (A) % of the Applicable Standard Transaction Rebate Incentive set forth above for that year, or (B) 72.5 basis points. Transactions falling into any category other than those specifically referenced above are excluded from Annual DollarVolume and will not earn a Rebate. As used herein, "Annual Dollar Volume" means total Dollar Volume, based on monthly statement cycle activity for statement cycles ending in January through December of each calendar year; "Dollar Volume" means the total of Standard Transactions, Level III Transactions and Large Ticket Transactions, each as defined below, under the Program (excluding transactions attributed to Cards that earn rewards points under Rewards Programs or that are issued under other programs not described in the Section of the Authorization entitled "Program") minus returns minus disputed or unauthorized use charges for which the Company has been reimbursed minus cash advances; "Standard Transactions" means those transactions for which interchange is paid at Visa's published rate for the Commercial Standard Interchange Reimbursement Fee Program or any other Fee Program paying interchange at a published rate greater' than that paid for Level III Transactions; "Level III Transactions" means those transactions for which interchange is paid at Visa's published rate for the Commercial Level III Fee Program; "Large Ticket Transactions" means those transactions for which interchange is paid at Visa's published rate for the Visa Purchasing Large Ticket Fee Program, in each case in accordance with Visa's published schedules in effect from time to time. PNC reserves the right, in its sole discretion, to exclude from Annual Dollar Volume any outstanding balances on Cards which are not paid on or before each Payment Due Date. 1 For purposes of determining whether a particular Fee Program pays interchange at a rate greater than that paid for Level III Transactions, only the portion of the interchange fee expressed as a percentage is considered. Commercial Card May 2022 Page 1802 of 2350 Agenda Item #27. This Rebate Schedule reflects corporate bill and liability for Company Bill Programs, and individual bill and corporate liability for Cardholder Bill Programs. This Rebate Schedule shall remain in effect for a minimum of three (3) years from the Effective Date, subject to PNC's right to amend this Rebate Schedule in accordance with the terms of the Agreement. After such three (3) year period, PNC may amend this Rebate Schedule for any reason, at any time, and from time to time, upon sixty (60) days' prior written notice to the Company. Capitalized terms used but not defined in this Rebate Schedule shall have the meanings given to such terms in the Program Terms. Rebates are paid on an annual basis on or before February 1 of the following calendar year. Commercial Card May 2022 Page 1803 of 2350 Agenda Item #27. From: WinNeb|ack,Jeri 'gehxinNeb|ack@bof zom' Sent: Thursday, January 2G'ZO232:28PM To: Jeffery Snyder Subject: [EXTERNAL] Pcard Rebate "This Email was sent from anexternal source. Please bemindful oYits content" Hi Jeff, Great to hear from you! | am sorry | was in a meeting this morning. Would love to catch up and talk about rebates. | just received the final numbers for 2022 and Tequesta spent $173,656 in 2022, and the minimum to earn a rebate is $1,000,000.1 look forward tohearing from you and talking about what vvecan dotohelp! Thanks for reaching out. Best regards, ]ehVWnk|eb|ack Directo�Product Sales Specialist Global Treasury Services FL9-876-02-00 127GMetropolitan Blvd Suite2OO,Tallahassee, FL 32312 T: 850.404.6873 E:jerivvinNeb|ack@bofe.com 13ANK OF AMERICA This message, and any attachments, isfor the intended recipient(s '' only, may contain information that ia privileged, confidential and/or proprietary and subject to 'important terms and conditions available at If you are not the intended recipient, please delete this _'-_-_g_ � Page 1804 of 2350 G - �K�'f6iW"kx, I hope all is well with you and your family. Carl Torchia reached out to me to let me know you were interested in a procurement card/payables card. Please see our options below and let me know when you have time and we can setup a Microsoft teams meeting t( beoncamera dodiscuss. Thank you and have awonderful day. If you complete the attached Visa Supplier Match List with the names of the vendors, addresses, annual spend, and how you pay them today, we can run this by the Visa database and they will let us know if any of your merchants could accept or are accepting card payments tomaximize your monthly spend and the reward points. Truist One Card - Designed to support payments of monthly invoices received in Accounts Payable and are also issued to employees fo local purchasing and procurement needs bythe company. Truist One Card includes: ~ Pay in Full monthly to provide a no cost program ° Noannual orper card fees • Minimum annual spend of $500K for Truist One Card — if spend over $2MM we can issue a Purchasing o ~ Grace period of 25 days to pay the balance in full, depending when you made the purchase you could possibly extend your DPO (days payab|es outstanding) by 50-55 days without accruing any interest • Central Bill/Pay with Company Liability � Offers card restrictions by Merchant Category Code and Single Transaction limits � Offers hierarchy level set-up and plastic embossing for card management ° Includes on-line, real-time access toyour card transactions via our portal called Enterprise Spend p|atfor ° Get 1 point for every dollar spent, which you can convert to travel, cash back and other things. Thank you, Best Regards, Lu|z Ao/.a Assistant Vice President Treasury Management Consultant /Truiet 1451 VVCypress Creek Rd, 2noFloor, Fort Lauderdale FL333OQ Office: 954-202-6714 For Treasury Management Support - Please call l-0O0-//4-8l79 Or 704-954-l906—option % for English, option 9 for Spanish WARNING! WIRE FRAUD ADVISORY Wire fraud and email haoNng/phishing attacks are pervasive and increasing every year. If YOU receive on email containing new Wire Transfer |naimoiiona' DO NOT RESPOND TO THE EMAIL! Instead, oeU your oaonow officer/closer orvendor immediately, using previously known contact information and NOT information provided in the emaH, to verify the information prior to sending funds. The information transmitted is intended solely for the individual or entity to which it is addressed and may contain confidential andlor privileged material. Any review, retransmission, dissemination or other use of or taking action in reliance upon this information by persons orentities other than the intende( recipient is prohibited. If you have received this email in error please contact the sender and delete the material from any computer. Page 1805 of 2350