2013-19RESOLUTION NO. 2013-19
A RESOLUTION FOR EXTENSIONS OF CREDIT
AT PNC BANK. N.A. FOR PURCHASING CARD PROGRAM
WHEREAS, a responsibility exists to maintain stewardship over the financial resources that are used to
deliver government services, and;
WHEREAS, the purchasing card program was approved October 1, 2009, and;
WHEREAS, the purchasing card program creates efficiencies in purchasing and reduces the demand on
manual checks and use of petty cash and;
WHEREAS, the Village has a Purchasing Card Policy in force, and;
WHEREAS, the Village will open a new account with PNC Bank to provide purchase cards to named
employees in the Policy, and;
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS as follows:
1. The Village of Buffalo Grove does hereby authorize the Village to open a purchase card account at
PNC Bank and execute the Resolutions and Extensions of Credit and Incumbency Certificate.
AYES:
5 — Trilling, Sussman, Terson, Stein, Ottenheimer
NAYES:
0 — None
ABSENT:
1— Berman
PASSED:
May 6, 2013
APPROVED: May 6. 2013
ATTEST:
Vill Jerk
PNC Bank Resolutions for Extensions of Credit
Dane C Bragg to: magid.saad 05/17/2013 02:14 PM
Cc: Jeff Braiman, Scott D Anderson, William_Raysa, Carol A Lieber
From: Dane C Bragg/VOBG
To: magid.saad @pnc.com,
Cc: Jeff Braiman/VOBG @VOBG, Scott D Anderson/VOBG @VOBG, William_Raysa @vbg.org,
Carol A LieberNOBG @VOBG
Magdi -
In accordance with our phone conversation earlier today, one signature will be necessary to execute
contract documents for the Line of Credit. Two signatures are required to draw upon the line, of the three
eligible signors: Jeff Braiman, Scott Anderson or Dane Bragg.
Carol, please file a copy of this email with the resolution for the Line of Credit for our records.
Sincerely,
Dane C. Bragg,
Village Manager
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, Illinois 60089
(847) 459 -2525
(847) 459 -7906 FAX
www.vbg.org
VISA COMMERCIAL CARD AGREEMENT
THIS VISA COMMERCIAL CARD
AGREEMENT is made by and between PNC
Bank, National Association ( "PNC Bank ") and
Village of Buffalo Grove (the "Company ").
This Agreement sets forth the terms and
conditions upon which PNC Bank will extend
credit to the Company by establishing a Visa
Commercial Card program (the "Commercial
Card Program ") for the Company, issue to the
Company and certain of its affiliates, as set forth
below, 10 or more Visa Commercial Cards, which
may include a combination of physical plastic
cards and card numbers established for payments
to specific vendors (each, a "Commercial Card"
and collectively, the "Commercial Cards ") and
perform various Commercial Card services in
connection with the Commercial Card Program
("Commercial Card Services "). This
Agreement shall become effective upon the later
of the execution dates (the "Effective Date ") set
forth on the signature page hereof. Unless
defined elsewhere herein, capitalized words and
terms shall have the meanings given to such
words and terms in Paragraph 28.
The Company and PNC Bank, intending to be
legally bound, hereby agree as follows:
1. COMMERCIAL CARD MINIMUM;
CARDHOLDER ACCOUNTS;
DESIGNATED AFFILIATES.
To establish and maintain a Commercial Card
Program, the Company must maintain a PNC
Bank demand deposit account in the Company's
name and a minimum of 10 Commercial Cards
must be issued and outstanding at all times. One
subaccount, bearing a distinct account number
and selected activity limits (a "Cardholder
Account "), will be established by PNC Bank for
each Commercial Card requested by the Company
and issued. Each Commercial Card will be issued
for use by one or more employees of the
Company or its Designated Affiliates (as defined
below), as designated by the Company as
provided in Paragraph 5 below and whose name
or department is imprinted on such Commercial
Card (an "Authorized Cardholder").
The Company shall notify PNC Bank which of
the Company's subsidiaries and affiliates and
their employees may use the Commercial Card
Services, and each such designated subsidiary and
affiliate is referred to herein as a "Designated
Affiliate ". The Company may add and eliminate
Designated Affiliates from time to time by notice
to PNC Bank. Notwithstanding that a Designated
Affiliate may use the Commercial Card Services,
the Company shall be and remain liable to PNC
Bank for the performance of all obligations under
this Agreement with respect to such Designated
Affiliate's use of the Commercial Card Services.
2. BUSINESS PURPOSES.
Commercial Cards are to be used solely for
business purposes and the Company agrees to so
advise each Authorized Cardholder. The
Company's obligations hereunder, however, shall
not be affected or limited if any balances are
incurred for nonbusiness purposes.
3. COMMERCIAL CARD SERVICES.
Commercial Cards can be used to purchase goods
or services ( "Purchases ") wherever Visa credit
cards are accepted, subject to applicable activity
limits on the related Cardholder Accounts and the
Company Credit Limit (as defined in Paragraph
6).
If the Company has so elected and "Cash
Advances" are set forth on an Authorized
Cardholder Form as one of the services available
for which such Authorized Cardholder may use
such Authorized Cardholder's Commercial Card,
cash may be advanced, subject to applicable
activity limits on the related Cardholder Account
and the Company Credit Limit, by presenting the
Commercial Card at Visa member banks or
institutions or by making a withdrawal of cash by
using the Commercial Card at a Visa Automated
Teller Machine (ATM).
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
4. PROGRAM ADMINISTRATOR.
The Company, upon signing this Agreement, shall
designate one or more of its employees
(individually and collectively, the "Program
Administrator ") to assist PNC Bank in the
administration of the Commercial Card Program.
The Company shall cause the Program
Administrator (i) to be familiar with all aspects of
the Commercial Card Program, including but not
limited to billing procedures, the number and
status of Commercial Cards, the employment
status of Authorized Cardholders, notice
requirements, and status of delinquent
Commercial Card balances, (ii) to provide all
notices to Authorized Cardholders as required by
this Agreement, and (iii) to advise PNC Bank of
any Authorized Cardholder's termination of
employment with the Company or Designated
Affiliate as such termination is processed by the
Company.
5. ISSUANCE OF COMMERCIAL
CARDS.
PNC Bank will issue a Commercial Card to each
Authorized Cardholder designated in writing to
PNC Bank by the Program Administrator, subject
to the following conditions:
a) Each such designee shall be an employee of the
Company or a Designated Affiliate and shall have
a business purpose for a Commercial Card;
b) PNC Bank may require any proposed
Authorized Cardholders to sign a Commercial
Card application, to be countersigned by the
Company; and
c) PNC Bank may from time to time establish
additional requirements to be met by proposed
Authorized Cardholders.
The initial Program Administrator will be set
forth on the PNC Bank Commercial Card
Corporate Contact Form delivered to PNC Bank.
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 Bank from the
Authorized Contracting Officer (as such term is
defined in Paragraph 11 below).
Except as the Company shall otherwise direct
PNC Bank in writing, the Company hereby
authorizes and directs PNC Bank to issue a
renewal or replacement Commercial Card to each
Authorized Cardholder before the expiration of
each Commercial Card.
The Company acknowledges and agrees that
Commercial Cards are not assignable or
transferable, by operation of law or otherwise, and
will so notify all Authorized Cardholders.
The Company shall be liable for all charges made
using a Commercial Card, except as provided in
Paragraph 18 with respect to continued
unauthorized use after receipt of notice by PNC
Bank. The Company shall be liable for all
charges resulting from use of a Commercial Card
by an Authorized Cardholder following
termination of such Authorized Cardholder's
employment with the Company or a Designated
Affiliate until the Company has notified PNC
Bank to cancel the Commercial Card in
accordance with Paragraph 16.
6. COMPANY CREDIT LIMIT;
CARDHOLDER ACCOUNTS;
ACTIVITY LIMITS.
PNC Bank hereby establishes a maximum
aggregate credit limit to be available for
Purchases, and, if applicable, for Cash Advances
that may be outstanding at any one time under the
Commercial Card Program and under any other
commercial card program the Company may have
with PNC Bank, in the amount set forth in the
Company Credit Limit Schedule attached to this
Agreement from time to time and incorporated
herein by reference (the "Company Credit
Limit "). PNC Bank may, in consultation with the
Company, establish sublimits under the Company
Credit Limit to be applicable to the Commercial
Card Program and such other commercial card
programs, which sublimits may be changed from
time to time by PNC Bank. PNC Bank may, at
its discretion, (i) reduce the Company Credit
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VISA COMMERCIAL CARD AGREEMENT
Limit at any time, upon 60 days' written notice
to the Program Administrator except in the
event of a Default hereunder, in which case no
such notice is required, or (ii) decline charges
against or close any one or more Cardholder
Accounts at any time and for any reason
relating to known or suspected fraud, illegal
activity, unauthorized use or other misuse of a
Cardholder Account, without prior notice to
the Company.
The Company agrees to advise Authorized
Cardholders of activity limits with respect to
Cardholder Accounts, including but not limited to
any such limit as it may relate to the maximum
number of transactions or maximum aggregate
dollar amount of transactions permitted for such
Cardholder Account during any period. The
Company understands that, because of Visa rules
and procedures, PNC Bank 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
Cardholder Account, further uses of the
Commercial Card associated with such
Cardholder Account will not be permitted until
such applicable activity limit period has expired
or the Company advises PNC Bank of a change to
the activity limit in accordance with Paragraph 16.
The Company further understands that once the
Company Credit Limit is reached, further uses of
Commercial Cards will not be permitted until
aggregate Cardholder Account balances are
reduced below the Company Credit Limit.
7. PROMISE TO PAY; FEES; TAXES.
The Company agrees to pay PNC Bank on each
Payment Due Date the full amount necessary to
settle all balances on all Cardholder Accounts,
which includes the total of all Purchases and Cash
Advances charged to the Commercial Cards. The
Company also agrees to pay PNC Bank the fees
and other charges set forth in the Fee Schedule
which is attached hereto as Exhibit A and
incorporated herein by reference (the "Fee
Schedule "). The Company agrees to pay such
fees and other charges on or before the applicable
Payment Due Date, and to pay any additional
charges set forth in the Fee Schedule for any
payment which is not made on or before the
applicable Payment Due Date.
Unless otherwise agreed in writing, PNC Bank
reserves the right to amend the Fee Schedule at
any time and from time to time upon thirty (30)
days prior written notice to the Company. PNC
Bank, however, may at any time amend such Fee
Schedule, to the extent, and in the amount,
necessary to reflect any reduced interchange or
any increased costs to PNC Bank by any additions
to or any increases in the fees, charges, or other
amounts PNC Bank is required to pay to any third
party and, in such case, upon written request,
PNC Bank will provide to the Program
Administrator information in reasonable detail to
verify such increase.
The Company shall pay all federal, state or other
sales, use or other transfer based taxes, duties,
imposts, fees or charges, however designated,
which are levied or imposed by any governmental
authority on the purchase by the Company (or any
Authorized Cardholder) of any goods, products or
services under the terms of this Agreement. The
Company shall promptly pay or cause to be paid
to PNC Bank an amount equal to any such taxes
required under applicable law to be collected and
remitted to a governmental authority by PNC
Bank and PNC Bank shall remit such taxes to
such governmental authority.
PNC Bank shall pay a rebate (the "Rebate ")
based upon the aggregate total dollar volume of
the Commercial Card Program activity and any
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VISA COMMERCIAL CARD AGREEMENT
other commercial card program activity the
Company and its Designated Affiliates has with
PNC Bank, based on monthly statement cycle
activity during each calendar year, or during each
partial calendar year in the case of (a) the period
commencing the Effective Date through
December 31 of the year in which the Effective
Date occurs, or (b) the period commencing
January 1 of a calendar year through the date the
Agreement is terminated as provided in Paragraph
17 (each, a "partial calendar year "). Total dollar
volume of the Commercial Card Program and
other commercial card program activity is
calculated as set forth in Exhibit B attached
hereto, and shall not include (i) any
"unauthorized use" as defined in Paragraph 18
and (ii) any outstanding balances on Cardholder
Accounts which are not paid on or before each
Payment Due Date. Such Rebate shall be paid on
or before February 1 of the following calendar
year and shall be paid by check payable to the
Company or by a credit to a single account of the
Company (such account to be designated in
writing to PNC Bank), as determined by PNC
Bank. The Rebate shall be calculated for each
calendar year or partial calendar year in
accordance with the Rebate Schedule attached to
this Agreement as Exhibit B and incorporated
herein by reference. PNC Bank may at any time
amend the Rebate in the event, to the extent, and
in the amount, necessary to reflect any reduced
interchange payments resulting from any updates
to the Commercial Interchange Reimbursement
Fees paid by Visa to PNC Bank from time to time
in accordance with Visa's published schedules in
effect from time to time and, in such case, upon
written request, PNC Bank will provide to the
Program Administrator information in reasonable
detail to verify any such amendment.
in no event shall a Rebate be payable by PNC
Bank to the Company if a Default by the
Company has occurred hereunder. After a
Default, PNC Bank may setoff any amounts owed
by the Company under this Agreement against
any Rebate earned.
8. PAYMENT.
Payments under this Agreement must be
submitted by a PNC Bank initiated direct debit to
a designated Company account or by a Company
initiated wire transfer or ACH transfer in
accordance with the procedures determined by
PNC Bank. Any failure to comply with PNC
Bank's procedures may result in payments being
processed or deposited or credited after the
Payment Due Date, in which case additional fees
and charges, as described in the Fee Schedule,
will be applicable, and the Company agrees to pay
PNC Bank such additional fees and charges upon
demand. The payment methods set forth here are
the only payment methods accepted by PNC
Bank, unless PNC Bank, in its sole discretion,
determines to add additional payment options.
The Company understands that the Company's
use of certain payment options may require the
Company to execute additional documents in
order for PNC Bank to implement such payment
options.
In addition to the other payment obligations of the
Company pursuant to this Agreement, the
Company agrees to pay immediately the full
amount of any outstanding balance exceeding the
Company Credit Limit.
9. MONTHLY STATEMENTS;
DISPUTED BILLINGS.
PNC Bank shall furnish to each Authorized
Cardholder monthly statements ( "Cardholder
Statements "), reflecting all transactions posted to
each Cardholder Account for such Authorized
Cardholder. PNC Bank shall also furnish to the
Program Administrator monthly statements
reflecting all transactions posted to all Cardholder
Accounts, and all activity relating to the charging
of fees and charges under this Agreement, and
any credits with respect to the same ( "Monthly
Company Statements "). PNC Bank's statements
to the Company shall be in accordance with PNC
Bank's standard reporting statement formats as of
the time of such statements.
If the Company or an Authorized Cardholder
disputes, or suspects an error has been made with
4
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
respect to, any charges or billings, the Company
must notify PNC Bank within sixty (60) days of
the date of the Cardholder Statement on which the
disputed charge or error first appeared. If the
Company does not so notify PNC Bank, the
Company waives any rights with respect to such
disputed amount. Disputes regarding charges or
billings under this Agreement shall be
communicated in writing to PNC Bank at the
address set forth in Paragraph 26.
Communications should include the Authorized
Cardholder's name and the Cardholder Account
number, the dollar amount of any dispute or
suspected error, the reference number and a brief
description of the dispute or suspected error.
Disputed billings are categorized as, but not
necessarily limited to, failure to receive goods or
services charged, fraud, forgery, altered charges
and charges incurred by telephone order where
the authenticity of the charge is in question.
10. ALLOCATION OF PAYMENTS.
PNC Bank may apply each payment made by the
Company in any order PNC Bank 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 the Commercial Card
Program or otherwise).
11. COMPANY REPRESENTATIONS;
FINANCIAL INFORMATION;
REQUIRED NOTICES; CREDIT
REPORTS.
The Company represents and warrants to PNC
Bank that (a) the Company has all necessary
power and authority to execute, deliver, perform
and take all actions contemplated by this
Agreement, (b) all such action has been duly and
validly authorized by all necessary proceedings on
the Company's part, and (c) this Agreement has
been duly executed and delivered by the
Company and constitutes a valid, legal and
binding agreement of the Company enforceable
against it in accordance with its terms.
The Company agrees to furnish PNC Bank, upon
PNC Bank's request, such authorizations,
verifications, certificates and information as PNC
Bank may require from time to time with respect
to this Agreement and the Company, including the
authority and true signature of any Program
Administrator or any person signing this
Agreement or any amendments hereto (an
"Authorized Contracting Officer "). If there is
more than one Authorized Contracting Officer, as
set forth on the Signature Page, the action or
signature of any one Authorized Contracting
Officer shall constitute authorization. Any
Authorized Contracting Officer may be changed
by written notice to PNC Bank from an authorized
executive officer of the Company, subject at such
time to such additional authorizations,
verifications and certificates as PNC Bank may
require.
The Company shall deliver to PNC Bank 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
Bank; provided, however, that the Company shall
not be required to deliver such financial
statements to PNC Bank hereunder if such
financial statements are delivered by the
Company to PNC Bank or any of PNC Bank's
affiliates under any lending or other relationship.
The Company agrees that PNC Bank and its
affiliates may share information that PNC Bank
and any affiliate receive from the Company under
this Agreement and under other lending and
business relationships. In the event that any
financial information submitted to PNC Bank has
been prepared by an outside accountant in New
Jersey, the same shall be accompanied by a
statement in writing signed by the accountant
disclosing that the accountant is aware that the
information prepared by the accountant would be
submitted to and relied upon by PNC Bank in
connection with PNC Bank's determination to
grant or continue credit.
The Company shall notify PNC Bank within five
(5) Banking Days after the occurrence of each
Default under Paragraph 13 by providing a
statement of the Authorized Contracting Officer
setting forth the details of such Default and the
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Form - CCard (REB) - Rev. 2 /11
VISA COMMERCIAL CARD AGREEMENT
action which the Company proposes to take with
respect thereto.
12. CONFIDENTIAL AND
PROPRIETARY INFORMATION.
In connection with the Commercial Card Program
and this Agreement, PNC Bank and the Company
will be providing to each other, whether orally, in
writing or in electronic format, nonpublic,
confidential or proprietary information
(collectively, "Confidential Information ").
Each of the Company and PNC Bank agrees (a) to
hold the Confidential Information of the other in
strict confidence, (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 to a party's affiliates and its
or their employees, officers, directors, agents,
representatives or other third parties that provide
or may provide ancillary support relating to the
Commercial Card Program and require disclosure
or access in the course of employment or services,
or to its external or internal auditors or regulatory
authorities, and (c) not to use such Confidential
Information except in connection with the
Commercial Card Program and for the purposes
of this Agreement. It is understood and agreed
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. It is also understood
and agreed that no information shall be within the
protection of this Agreement where such
information: (i) is or becomes publicly available
through no fault of the party to whom such
Confidential Information has been disclosed; (ii)
is released by the originating party to anyone
without restriction; (iii) is rightly obtained from
third parties not, to such receiving party's
knowledge, under obligation of confidentiality; or
(iv) is required to be disclosed by subpoena or
similar process of applicable law or regulations.
For the purposes of this Agreement, Confidential
Information of a party shall include, without
limitation, any scientific or technical information,
design, process, procedure or improvement and all
concepts, documentation, reports, data, data
formats, specifications, computer software, source
code, object code, user manuals, financial models,
screen displays and formats, software, databases,
inventions, knowhow, showhow and trade secrets,
whether or not patentable or copyrightable,
whether owned by a party or any third party,
together with all memoranda, analyses,
compilations, studies, notes, records, drawings,
manuals or other documents or materials which
contain or otherwise reflect any of the foregoing
information.
Each of the Company and PNC Bank agrees to
return to the other or destroy all Confidential
Information of the other upon the termination of
this Agreement; provided, however, each party
may retain such limited information for customary
archival and audit purposes only for reference
with respect to prior dealings between the parties
subject at all times to the continuing terms of this
Paragraph 12.
Each of the Company and PNC Bank agrees not
to use the other's name or logo in any marketing,
advertising or related materials, without the prior
written consent of the other party.
13. EVENTS OF DEFAULT.
Any of the following constitute an event of
default (each, a "Default ") of the Company under
this Agreement:
(a) any payment is not made on the applicable
Payment Due Date or any other obligation under
this Agreement is not paid as and when it is due;
(b) the terms of this Agreement are breached by
the Company or any Authorized Cardholder in
any manner, or any representation or warranty
made by the Company hereunder is not true and
correct in any material respect when made;
(c) less than 10 Commercial Cards are issued
and outstanding;
(d) the Company or any Guarantor defaults under
the terms of any other obligation to PNC Bank or
6
Form - CCard (REB) - Rev. 2 /11
VISA COMMERCIAL CARD AGREEMENT
to any of PNC Bank's affiliates beyond any grace
period with respect thereto;
(e) 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 in excess of
$25,000 in the aggregate beyond any period of
grace with respect thereto;
(f) a bankruptcy, receivership, insolvency,
reorganization, liquidation, conservatorship or
similar proceeding is commenced by or against
the Company or any Guarantor;
(g) any assignment by the Company or any
Guarantor for the benefit of creditors, or any levy,
garnishment, attachment or similar proceeding is
instituted against any property of the Company or
any Guarantor held by or deposited with PNC
Bank;
(h) the Company or any Guarantor dies, ceases to
conduct business as a going concern, becomes
insolvent or is dissolved, or PNC Bank otherwise
believes in good faith that the prospect of
payment and /or performance under this
Agreement is impaired;
(i) the entry of a final judgment against the
Company or any Guarantor in an amount in
excess of $25,000 and the failure to discharge or
stay the judgment within ten days of the entry
thereof;
0) the revocation or attempted revocation, in
whole or in part, of any guarantee by any
Guarantor; or
(k) the occurrence of any event, condition, act, or
fact which would constitute a material adverse
change in, or would otherwise involve a
substantial risk of any material adverse effect on,
the business, operations, conditions (financial or
other) or prospects of the Company.
As used herein, the term "Guarantor" means any
guarantor of, or pledgor of collateral for, the
Company's obligations to PNC Bank existing on
the date of this Agreement or arising in the future.
14. REMEDIES.
Upon the occurrence of a Default as defined in
Paragraph 13: (i) if a Default under clause (f) or
(g) above shall occur, the full balance of all
Cardholder Accounts and any other amounts
payable under this Agreement shall be
immediately due and payable, and the Company
Credit Limit, all Cardholder Accounts, and this
Agreement will be immediately terminated, all
without demand or notice of any kind; (ii) if any
other Default shall occur, PNC Bank may, at its
option, and without prior notification: (a)
terminate the Company Credit Limit, close any or
all Cardholder Accounts to all use and terminate
this Agreement, and (b) accelerate payment of the
full balance on all Cardholder Accounts and any
other amounts payable under this Agreement, and
require immediate repayment in full of such
amounts; and (iii) PNC Bank may exercise from
time to time any of the rights and remedies
available hereunder or under applicable law.
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VISA COMMERCIAL CARD AGREEMENT
15. BANKER'S LIENS AND RIGHT OF
SETOFF.
TO SECURE ALL OF THE COMPANY'S
EXISTING AND FUTURE OBLIGATIONS
TO PNC BANK HEREUNDER OR
OTHERWISE, THE COMPANY HEREBY
GRANTS PNC BANK 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 BANK OR ANY OF ITS
AFFILIATES (INCLUDING WITHOUT
LIMITATION, ALL DEPOSIT ACCOUNTS
AND OTHER ACCOUNTS OF ANY TYPE).
UPON THE OCCURRENCE OF ANY
DEFAULT HEREUNDER, PNC BANK MAY
SET OFF ANY SUCH PROPERTY OF THE
COMPANY AGAINST ANY OBLIGATION
THE COMPANY OWES TO PNC BANK,
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
HEREUNDER WITHOUT ANY ACTION OF
PNC BANK, ALTHOUGH PNC BANK MAY
ENTER SUCH SETOFF ON ITS BOOKS
AND RECORDS AT A LATER TIME.
In addition to the foregoing, all of the payment
obligations of the Company under this Agreement
are intended to be secured by the property
described in any collateral security documents
that the Company executes and delivers to PNC
Bank in connection with this Agreement or that
previously may have been or may in the future be
executed and delivered to PNC Bank to secure
any other obligations of the Company to PNC
Bank.
16. COMPANY CANCELLATION OF
COMMERCIAL CARDS
(CARDHOLDER ACCOUNTS) OR
REDUCTION OF ACTIVITY
LIMITS.
If the Company at any time desires to cancel or
reduce or otherwise change any activity limit or
other requirement on any outstanding Commercial
Card (including as a result of the termination of
an Authorized Cardholder's employment), the
Program Administrator shall so notify PNC Bank
in writing specifying the requested date of such
action. A Program Administrator may authorize a
change to any activity limit or other requirement
on a Commercial Card with respect to a particular
transaction or transactions orally or online, on
which PNC Bank may rely; provided, however,
that for any such change to become permanent,
any oral change must be set forth in writing by the
Program Administrator to PNC Bank.
Upon cancellation of any Commercial Card or
termination of any Cardholder Account, the
Company will promptly notify the Authorized
Cardholder and will use its best efforts to obtain
the canceled Commercial Card and return such
Commercial Card to PNC Bank, cut in half, or
otherwise destroy it. Upon cancellation of a
Commercial Card (other than a lost or stolen
Commercial Card as to which PNC Bank has
received notice) or termination of any Cardholder
Account (including as a result of termination of
employment of an Authorized Cardholder as to
which PNC Bank has received notice), the
Company shall remain liable for all outstanding
balances incurred by the use of such Commercial
Card prior to such cancellation or termination,
including all outstanding balances for transactions
that may be posted to the Cardholder Account by
a merchant after cancellation or termination, and
all fees and other charges of any type as shall
have accrued or as shall occur or accrue to PNC
Bank with respect to such Cardholder Account.
Upon reduction of or change in any activity limit
or other requirement on any outstanding
Commercial Card, the Company will promptly
notify the Authorized Cardholder.
Notwithstanding any such notice, the Company
8
Form - CCard (REB) - Rev. 2 /11
VISA COMMERCIAL CARD AGREEMENT
shall remain liable for all amounts incurred by the
use of such Commercial Card.
17. TERMINATION; EFFECT OF
TERMINATION.
The Rebate Table shall remain in effect until the
earlier of (i) three (3) years from the Effective
Date (and will be subject to renegotiation at the
end of such period) or (ii) termination of this
Agreement.
This Agreement shall remain in effect until
terminated as provided herein. The Company and
PNC Bank may each terminate this Agreement at
any time 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 this Agreement, the full
balance of all Cardholder Accounts and any other
amounts payable under this Agreement shall be
immediately due and payable in full.
The Company hereby forever waives presentment,
protest, notice of dishonor and notice of non-
payment. The Company also waives all defenses
based on suretyship or impairment of collateral.
Notwithstanding any termination of this
Agreement, this Agreement shall remain in fall
force and effect with respect to (i) all transactions
hereunder that occur 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
Bank with respect to such transactions, (iii) the
confidentiality provisions set forth in Paragraph
12 of this Agreement, (iv) PNC Bank's general
lien and right of setoff set forth in Paragraph 15 of
this Agreement, (v) the indemnity provided by the
Company in Paragraph 21 of this Agreement, and
(vi) the waiver of jury trial, venue and
enforcement provisions of Paragraph 25. Further,
upon any termination and on demand thereafter,
the Company shall reimburse PNC Bank for any
reasonable out —of - pocket expenses incurred by
PNC Bank in connection with this Agreement and
the Commercial Card Program, including without
limitation the costs (including attorneys' fees)
associated with unused customized cards and
forms and the collection of all amounts
outstanding hereunder.
18. LOST OR STOLEN COMMERCIAL
CARD; LIABILITY FOR
UNAUTHORIZED USE.
The Company agrees to notify PNC Bank
immediately if the Company suspects or knows
that a Commercial Card is lost or stolen by calling
the following telephone number: (800) 685 -4039.
The Company must immediately follow up the
telephone call with written notice of the suspected
or actual loss or theft of a Commercial Card to
PNC Bank at the address set forth in Paragraph
26.
The Company shall be liable for all unauthorized
use of any Commercial Card. For the purposes of
this Agreement, "unauthorized use" means the
use of a Commercial Card by a person, other than
an Authorized Cardholder, who does not have
actual, implied or apparent authority for such use,
and from which neither the Authorized
Cardholder, the Company, nor any Designated
Affiliate receives any benefit, including without
limitation, any fraudulent use. The Company will
not, however, be liable for any unauthorized use
that continues after PNC Bank is notified orally or
in writing of unauthorized use and has had a
reasonable time to act on such notice. Use of a
Commercial Card by an Authorized Cardholder at
any time, even if an Authorized Cardholder is no
longer employed or associated with the Company
or a Designated Affiliate, shall not constitute
unauthorized use, subject to applicable law and
Paragraph 16 of this Agreement.
The Company understands that any liability any
Authorized Cardholder may separately have to the
Company for the unauthorized use of any
Commercial 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 Authorized
Cardbolder has to the Company for the
unauthorized use of any Commercial Card by the
Authorized Cardholder.
9
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
19. FORCE MAJEURE.
Notwithstanding any other provisions of this
Agreement, PNC Bank shall not be liable for any
failure, inability to perform, or delay in
performance hereunder, if such failure, inability,
or delay is due to acts of God, acts or omissions of
Visa, the Company or any third party (including
Total Systems Inc. or AOC Solutions, Inc.),
severe weather, war, civil commotion,
governmental action, fire, explosion, strikes, other
industrial disturbances, equipment malfunction, or
any other cause beyond PNC Bank's reasonable
control.
20. NOTICE RE: COMMUNICATIONS
BY TELEPHONE.
To review and monitor appropriate handling of
inquiries and PNC Bank's performance, some
telephone calls between employees or agents of
PNC Bank and the Company may be monitored
by PNC Bank's supervisory or management
personnel, without notice to the Company or such
employees or agents of PNC Bank. PNC Bank
will not, however, make a sound recording of any
telephone call without disclosure to the Company.
21. INDEMNIFICATION.
The Company shall indemnify and hold harmless
PNC Bank 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 this
Agreement and the Commercial Card Program;
provided, however, that the Company shall have
no obligation to indemnify PNC Bank 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 Bank or
its affiliates, or their respective directors, officers,
employees or agents.
22. DISCLAIMERS OF WARRANTIES,
SPECIAL DAMAGES AND
LIABILITIES.
PNC BANK SPECIFICALLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, ARISING OUT OF OR RELATED
TO THIS 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.
IN NO EVENT SHALL PNC BANK 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 PNC
BANK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL PNC BANK BE LIABLE FOR
AN AMOUNT GREATER THAN FEES
ALREADY RECEIVED FROM THE
COMPANY HEREUNDER.
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 Bank) or by the
agents, brokers, cardholders (including the
Company or any Authorized Cardholder), or
merchants of any such Visa member arising out of
the Visa Commercial Card product, including
without limitation the Commercial Card Program
and services provided under this Agreement.
VISA U.S.A. INC. AND VISA
INTERNATIONAL DISCLAIM ALL
WARRANTIES WITH RESPECT TO THE
VISA COMMERCIAL CARD PRODUCT OR
ANY CORE SERVICE OR SUPPLEMENTAL
SERVICES PROVIDED IN CONNECTION
THEREWITH BY VISA OR ITS
10
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
CONTRACTORS (INCLUDING PNC BANK),
BOTH EXPRESS AND IMPLIED, INCLUDING
BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR
PURPOSE.
23. PRIOR AGREEMENTS;
AMENDMENTS; WAIVER;
CUMULATIVE REMEDIES.
This Agreement (including any attachments and
the documents and instruments referred to herein)
constitutes the entire agreement and supersedes all
prior agreements and understandings, both written
and oral, between the Company and PNC Bank or
any of PNC Bank's affiliates with respect to the
subject matter hereof. Except as expressly
provided in this Agreement, this Agreement may
be amended or modified only by a written
agreement signed by both PNC Bank and the
Company. No waiver by either party of any of its
respective rights under this Agreement shall be
effective unless in writing signed by an authorized
representative of such parry. 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
hereunder are cumulative and not exclusive of any
other rights or remedies which such party may
have under agreements, at law or in equity.
24. ASSIGNMENT; BINDING EFFECT.
This Agreement (including any of the Company's
rights or obligations hereunder) may not be
assigned or transferred, by operation of law or
otherwise, by the Company without the prior
written consent of PNC Bank. This Agreement
shall be binding upon the permitted successors
and assigns of the Company. No consent is
required for PNC Bank to assign or otherwise
transfer this Agreement or its rights or obligations
hereunder.
25. WAIVER OF JURY TRIAL; VENUE;
ENFORCEMENT.
EACH OF THE COMPANY AND PNC BANK
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 THIS AGREEMENT.
The Company hereby irrevocably consents and
agrees that any action, suit or proceeding
resulting from, arising out of or related to this
Agreement shall be instituted in 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. Nothing contained in this
Agreement (including this Paragraph) shall
prevent PNC Bank from bringing any action,
suit or proceeding to enforce any award or
judgment or to exercise any rights against the
Company individually or against any property
of the Company within any other county, state
or other foreign or domestic jurisdiction.
In the event of any breach of Paragraph 12, for
which it is recognized that there may be no
adequate remedy at law, and for which adequate
consideration has been received, PNC Bank and
the Company shall be entitled to equitable relief,
including injunctive relief and specific
performance, in addition to all other remedies
available at law.
11
Form - CCard (REB) - Rev. 2 /11
VISA COMMERCIAL CARD AGREEMENT
26. NOTICES.
All notices permitted or required by this
Agreement shall be in writing and shall be
deemed to have been duly given if sent by
personal delivery, mail, nationally recognized
overnight courier, telegram, or facsimile,
addressed,
in the case of notice to PNC Bank, 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 this
Agreement) to:
PNC Bank, National Association
1600 Market Street, 28 "' Floor
Philadelphia, PA 19103
Attn: Chief Counsel, Commercial Banking Group
or, if sent by facsimile, to (412) 705 -0759,
Attention: Commercial Card Operations and (215)
585 -8713, Attention: Chief Counsel, Commercial
Banking Group;
and in the case of notice to the Company, except
as expressly provided below, to the Program
Administrator at the address provided to PNC
Bank in the PNC Bank Commercial Card
Corporate Contact Form.
In the case of the notice made by PNC Bank
pursuant to Paragraph 17 of this Agreement,
notice shall be provided to Authorized
Contracting Officer at the address set forth on the
Signature Page to this Agreement.
Any of the above notices or inquiries to the
Company may be sent to the applicable facsimile
number set forth on the Signature Page for the
Authorized Contracting Officer and the PNC
Bank Commercial Card Corporate Contact Form
for the Program Administrator. Any address or
facsimile number set forth or referred to above
may be changed by the party to receive notice,
providing notice is given in writing to the other
party in accordance with these notice provisions.
Notwithstanding anything herein to the contrary,
if the Company has not identified any Program
Administrator or Authorized Contracting Officer,
or if PNC Bank 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 Bank.
27. TECHNOLOGY.
At the Company's request, PNC Bank may, in its
discretion, make available to the Company certain
additional technology, including but not limited to
its payables card processing application
( "ActivePay ") and /or certain Internet -based
services provided by Visa, known as Visa
Information Management ( "VIM "). PNC Bank
may discontinue providing ActivePay , VIM or
any other service to the Company at any time
upon sixty (60) days prior written notice to the
Company. The Company may discontinue using
ActivePay , VIM or any other service at any time
upon sixty (60) days prior written notice to PNC
Bank.
In order to utilize VIM, the Company
acknowledges and agrees that: (a) it and/or its
Authorized Users will be required to register with
Visa and will be bound by such terms and
conditions governing the Company's access to
and use of VIM as established from time to time
by Visa, and by any third parties that Visa may
use in providing VIM services; and (b) it will be
responsible for granting access to and authority to
use VIM to one or more persons in accordance
with procedures established by Visa. Further, the
Company acknowledges and agrees that when it
utilizes VIM to change an activity limit, order a
new card or give other instructions, Visa will
communicate those instructions to PNC Bank and,
provided that the person giving those instructions
entered the proper security or other codes or
12
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
identifying numbers, PNC Bank will comply with
the instructions received from Visa without
further verifying those instructions with the
Company.
In addition to the requirements set forth in this
Paragraph 27, in order to utilize ActivePay or
any other technology that PNC Bank may make
available to the Company from time to time, the
Company and /or its Authorized Users may be
required to register with such vendor and agree to
its terms and conditions governing the Company's
access to and use of such technology. The
Company also may be required to execute such
other documentation, in form and substance
acceptable to PNC Bank, and to agree to certain
other terms and conditions governing use of such
technology as may be established by PNC Bank
or any third parry vendor used by PNC Bank in
conjunction with the provision of such services
(including, without limitation, AOC Solutions,
Inc.).
PNC Bank is authorized to exchange with Visa,
AOC Solutions, Inc., 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
this Agreement and any other commercial card
agreement with PNC Bank.
PNC Bank shall have no liability to the Company
in connection with the performance, or failure to
perform, of VIM, ActivePay or any other
additional technology used by the Company in
connection with the ActivePay Program.
28. CERTAIN DEFINITIONS.
In addition to the capitalized words and terms
defined elsewhere in the Agreement, the
following words and terms shall have the
following meanings:
"Agreement" means this Visa Commercial Card
Agreement, including all Schedules, Exhibits,
Addenda and attachments, as it and they may be
amended from time to time.
"Banking Day" is a day other than Saturday,
Sunday or public holiday under the laws of the
Commonwealth of Pennsylvania, or other day on
which banking institutions are authorized or
obligated to close in Pittsburgh, Pennsylvania.
"Payment Due Date" refers to each date upon
which payment of any type is due from the
Company to PNC Bank. The Payment Due Date
for the amount shown on any Monthly Company
Statement as "Total Payment Due ", including
any disputed amounts (as described in Paragraph
8), shall be the date which is seven (7) calendar
days after the date identified on the Monthly
Company Statement as "Statement Date ".
29. GOVERNING LAW.
THIS 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) OR, TO THE
EXTENT CONTROLLING, THE LAWS OF
THE UNITED STATES OF AMERICA.
30. CONSTRUCTION.
To the extent possible, each provision of this
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 this Agreement. Titles and
headings to paragraphs of this Agreement are
inserted for convenience of reference only and are
not intended to be a part of or to affect the
meaning or interpretation of this Agreement. All
Schedules, Exhibits and Addenda to this
Agreement are hereby made a part of this
Agreement in all respects.
13
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
COMPANY CREDIT LIMIT SCHEDULE
Date: 2013
Company: Village of Buffalo Grove
Company Credit Limit
under Commercial Card
Program and other
commercial card programs $100,000
In the event of a change in the Company Credit Limit, as provided in the VISA Commercial
Card Agreement or other commercial card agreement, PNC Bank will provide a revised
Company Credit Limit Schedule to the Company. The revised Company Credit Limit will be
effective as of the date set forth on the new Company Credit Limit Schedule.
14
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
SIGNATURE PAGE
By executing this Signature Page, the undersigned acknowledge that they have read the foregoing
Visa Commercial Card Agreement and agree to abide and be bound by its terms and conditions.
P BANTI L ASSOCIATION
i
By:
(Signature) CCIO
Name:
Title:
Date: Sl -7 Z
VILLAGE OF BUFFALO GROVE
By:
(Signatur )
Name: C
Title:
Date: �3
Form of Organization (please check):
Corporation; Partnership;
_X_ Other (Specify:
State of Organization: Illinois
Address: 50 Raupp Boulevard
Buffalo Grove, Illinois 60089
Facsimile Number of Authorized Contracting Officer: 847 - 459 -0332
15
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
PNC
Exhibit A
Prepared for
Village of Buffalo Grove
Card Servlc�FeiSchedide t4N :
Category
Standard Price
: Village of Buffalo Grove
I. Monthly Program Maintenance Fee
Includes:
➢ Program administration
$125 per month
Waived
➢ 24x7x365 Cardholder Support
➢ Cardholder insurance and benefits
Employee misuse coverage
➢ Cardholder statements
➢ Consolidated corporate invoice
➢ Internet program management
(Visa Information Source)
• Online management reports
• Online allocation and reconciliation tool
• Electronic GL interface
➢ Cards (no limit on # of accounts)
➢ Company logo on plastics (single color)
1% of outstanding balance at
1% of outstanding balance at 15
II. Corporate Account Late Fee
15 days past the next statement
days past the next statement close
close date*
date*
111. Cash Advance Transaction Fee
$3 or 3% per advance
$3 or 3% per advance
(whichever is greater)
(whichever is greater)
IV. Foreign Exchange Fee
Exchange Rate+ 1 % **
Exchange Rate + 1 % **
V. Customization of Card Graphics
Type I: Custom Black and White Logo
on Standard PNC Bank Card Design
$250 per image
Waived
- Image and Template Design
$1 per card
Waived
(limited to two different images)
- Cost of graphics per card
Type 11: Custom Card Design or Custom Colors
TBD by design
TBD by design
- Card Customization (image)
- Card Customization per card
Order quantity in increments of 1,000
* The Corporate Account Late Fee applies when payment is not received in full for the current statement and payment
has not been made 15 days after the next statement closing date, then 1% of the outstanding balance is charged on the
subsequent statement.
** 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%.
16
Form - CCard (REB) - Rev. 2/11
VISA COMMERCIAL CARD AGREEMENT
G PNC Exhibit B
Prepared for
Village of Buffalo Grove
RebaleSchedule:E:
PNC Bank offers the following rebate incentives to the Company based on monthly payment terms
being seven (7) calendar days after the Monthly Cycle Date (Statement Date):
Annual Dollar Volume
Rebates (bps)
$7,500,000 or more
110
$5,000,000 to $7,499,999
100
$3,000,000 to $4,999,999
95
$2,000,000 to $2,999,999
90
$1,000,000 to $1,999,999
80
$0 to $999,999
Annual Dollar Volume = January through December total of sales minus returns minus cash
advances, all based on monthly statement cycle activity under the Commercial Card program
and all other commercial card services programs with PNC Bank.
** Rebate Incentives are listed in basis points. One basis point equals .0001. Transactions that
qualify for the Visa Large Ticket Merchant program will be included in calculating the Annual
Dollar Volume tier achieved, but the transactions will earn a rebate calculated at 50 basis
points, provided, however, PNC Bank may reduce the rebate earned on Large Ticket
transactions to reflect any reduced interchange payments resulting from any updates to the fees
paid to PNC Bank by Visa in accordance with Visa's published schedules in effect from time to
time.
Rebates are paid on an annual basis.
The above schedule reflects a corporate bill, payment, and liability program for Purchasing Card volume.
17
Form - CCard (REB) - Rev. 2/11