HomeMy WebLinkAboutAgreement_General_5/11/2023_PNC Purchasing CardNo Text
TABLE OF CONTENTS
1.
Use of the Program; Designated Affiliates.....................................................................................................................................2
2.
Program Administrator..................................................................................................................................................................2
3.
Technology.....................................................................................................................................................................................2
4.
Company Credit Limit.....................................................................................................................................................................3
S.
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
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 maybe 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
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 sublimity 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
Activity 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
m6y 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.
Company 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
3
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
Comoanv 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 e s to d i s p u to 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.
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 priorto 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 anytime 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,
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 6ny other default shall occur, PNC may, at its option, and without prior notification: (y) terminate the Company Credit Limit,
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 i n 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.
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.
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, VoIP 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.
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, SUITOR PROCEEDING OF ANY NATURE RESULTING FROM, ARISING OUT OF OR RELATED TO THE AGREEMENT.
02022 PNC Bank, National Association. All rights reserved.
10
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 (i) 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 (i) 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
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:
(i) Accounts (check if applicable): MMDA 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 anytime 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.
(ii) 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):
Fees. The attached Fee Schedule lists the fees that will be assessed, as applicable, to the Program.
b. 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
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:
(i) Indemnification. Section 17 of the Program Terms is hereby amended and restated in its entirety as
follows:
"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 (i) result from the gross negligence or willful 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.."
(iii) 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 THE
FLORIDA 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 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
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:
(Signature)
Name: Anthony B. DeBlasio
Title: Vice President
Date: 91/19/23
VILLAGE OF TEOUESTA
By:
(Signature ofAutho ! Re entative)
Print Name: Molly Young
Title: Mayor
Email Address: myounci@teguesta.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: lcollazo to uesta.or
Commercial Card
May 2022
OFFICER'S CERTIFICATE
The undersigned certifies to PNC that the officer(s)/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"): (i) 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 Company to 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); (D) 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; (E) 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 (1) 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 WITNE S WHEREOF, an¢intending to be legally bound hereby, the undersigned have hereunto set their hands.
*By_ wlti_
Print Name: ' Q^^^ +^^ LA(- MtW' lli[ S Print Na
Title: lkalt GI464. Title: Counci
Date: 1 Date:
By.
nk D'Ambra
amber
Print Name: Kyle Stone \
Title: Council Member and Vice Mayor
Date:
Commerciat Card
May 2022
PNC COMMERCIAL CARD PROGRAM AUTHORIZATION AND AGREEMENT
PNC
Fee Schedule'
Prepared for
Vif(age of Tequesta
Fee Categoryl Description
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'
Standard: PNC standard design w/single color Company Logo
$250 per Logo
Customized: Company customized design or multi -color
Company Logo
$250 per image upload
File formatting modifications (if applicable)
$200 per image modification
Custom Card production
$3 per card
III. Technology
Visa Intellil-ink (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)
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 following program statement cycles:
Monthly (or longer) cycle: 15 days
Bi-weeklycycle: 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
1 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.
Alerts: Message and data rates may apply to the recipient of the alerts.
e 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
PNC COMMERCIAL CARD PROGRAM AUTHORIZATION AND AGREEMENT
PNC
Prepared for
Village of Tequesta
Rebate Schedule
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 (i) / 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 Dollar Volume
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.
' 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
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