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R-1204 - 09/25/2012 - PURCHASING - Resolutions RESOLUTION 2012-PG-FI-AG-R-1204 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE AND US BANK FOR THE ESTABLISHMENT OF A"P-CARD" PURCHASING SYSTEM WHEREAS, Village staff has investigated the implementation of a "P-Card" purchasing system ("P-Card System") that would replace the use of Village corporate credit cards with "P-Cards", which are used in the same manner as credit cards but have numerous advantages over traditional credit cards, including that they allow for the streamlining of the Village's purchasing and procurement process by providing for the automation of data flow for accounting purposes and by allowing the creation of internal controls within each department concerning the use of, and spending limits concerning, "P-Cards"; and WHEREAS, the Village has requested quotes from banks for the establishment of a P-Card System, and has identified the response by US Bank as the most desirable and comprehensive response; and WHEREAS, the Village and US Bank desire to enter into and execute an agreement for US Bank to provide the Village with a P-Card System ("Agreement"), which Agreement shall be in a final form approved by the Village Manager and the Village Attorney and shall include without limitation a complete description of US Bank's responsibilities to the Village concerning the implementation, operation, and management of the P-Card System and the provision of all related software, installation, and training necessary to establish and operate the P-Card System; and WHEREAS, although the Village Manager is authorized pursuant to the purchasing authority provided in Section 1-7-3 of the Village Code to contract for the P-Card System, and there is no cost associated with implementing the P-Card System, the Village desires to confirm that the Village Board approves the implementation of the P-Card System for use in the Village's purchasing and procurement process; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement in a final form as approved by the Village Manager and Village Attorney; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby award and approve an agreement by and between the Village and US Bank to establish a P-Card system for the Village, which Agreement shall be in a form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village in a form acceptable to the Village Manager and the Village Attorney. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2012-PG-FI-AG-R-1204 Agmt.for Establishment of P-Card Page 2 of 2 APPROVED THIS 25th day of September, 2012 , Gopal G. Lalmalani Village President PASSED THIS 25th day of September, 2012 Ayes: Trustees Aktipis, Manzo, Mov, Wolin and Yusuf Nays: None Absent: Trustee Zannis t3�� ATTE Y � tir �s v f r ar .3 Spa Charlotte K. Pruss Village Clerk Z;Nil( bank. Commercial Card Application �� � t Section 1 -Coirnpany;ln ibn Company's Legal Name \ ` I e �(' 00 �� &o 01` DBA or Company Name to b emboss on card s)((LLimit to 21 letters and spaces.) Federal Tax ID V6llo e c oc� ad Company Physical Address(PO Bo of acceptable) 1 106 04- rccic Oad- y 04— State -}•L Postal Code 2,? J Cit Q .1 0 ® d Card Program Contact Name - Contact Title IN a� 1 e �+V1 ssis fant e-1 Contact Phone Number Contact Fax Number It- E-mail Address Website Address b(k)i1q L nal- -blra�(c . or X11 ®ak- b,,,,0ok , or Net Annual Sales Total Annual Budget Less Payroll Official State Date of Company 40,7+001, ©o o,oo $ 2- aoo, 00 Does Company have a line of credit with U.S.Bank or any other financial institution?❑YES NO If yes,please provide the following information: Name of Financial Institution Providing Line of Credit Limit Amount Currently Outstanding Ruth©rizaiain and.Execufion By completing this Application, Company acknowledges and agrees that: (i)all information provided in this Application is true complete and accurate and Company has authority to provide such information and complete such Application; (ii) Company requests that U.S. Bank establish a Commercial Card Program and Accounts in the name of Company and issue Cards in accordance with the Commercial Card Program Terms and Conditions("Agreement") attached to this Application;(iii)U.S.Bank will review this Application and may,at its sole discretion and at the terms imposed by it,grant such request,but is under no obligation to do so; (iv) Company shall be bound by the attached Agreement; and (v) U.S. Bank is authorized to investigate, obtain, and exchange reports and information regarding this Application and any resulting Accounts with credit reporting agencies and other parties with a legitimate business need for such reports or information. If this Application is approved, Company acknowledges and agrees that the Agreement attached to this Application, with the Application, shall constitute the entire agreement between Company and U.S. Bank,which shall become effective on the Effective Date as referenced in the Agreement. Company certifies to U.S. Bank that the person executing this Application is authorized by Company in accordance with its organization rules and applicable law to bind the Company to the Agreement attached to this Application and has the authority to incur Debt in the name of the Company. Company certifies that the signer's authorization to bind the Company and incur Debt in the name of the Company is evidenced by the following. (Please check only one of the following boxes.) ❑ The Company is publicly traded and the signer is an officer as indicated on Company's Form 10-K as filed with the Securities and Exchange Commission(SEC).(No additional information is needed unless requested.) The signer is an officer of the Company and is acting in his or her capacity as an agent of the Company.Furthermore,the signer represents and warrants that he or she is authorized by an applicable Bylaw,Article or other Corporate Authority to enter into transactions of this nature.(No additional information is needed unless requested.) If one(1)of the above boxes cannot be checked,or if in the opinion of U.S.Bank Credit Risk Management Division further proof of authority is necessary,Company must provide a Corporate Certificate of Authority that complies with Company's Articles of Organization or Bylaws. By signing below,each individual signing this Application in his or her capacity as an authorized signing officer of Company,and not in his or her personal capacity,certifies and warrants that:(1)all action required by Company's organizational documents to authorize the signer(s)to act on behalf of Company in all actions taken under this Application and the attached Agreement, including but not limited to,the authority to incur Debt on behalf of Company,has been taken;(2)each signer is empowered in the name of and on behalf of Company to enter into all transactions contemplated in this Application and the attached Agreement;and(3)the signatures appearing on all supporting documents of authority are authentic. Company has read, understood and agrees to the Agreement attached to this Application and U.S. Bank is entitled to act individually and collectively in reliance upon the authorizations and certifications set forth in this Application. In witness whereof,Company has,by its authorized signer(s),executed this Application and agrees to the attached Agreement. DATED THIS DAY OF D r 20 BY: Signature o `Authorized Si eer Si re of 2 nd Au horized Signer)o ri required by Company's organizational guidelines) Printed ame of I"Authorized Signer Printed Name of 2"d Authorized Signer d ^I — I i ro 5 Printed Title of 1s`Authorized Signer Printed Title of 2nd Authorized Signer V; la e c:,ler Rev.09/0412012 Page 2 of 9 USBCOM1010 Version 9/12 iw 6, v S c iii l "1 = tympany lrifarmakion; nr tllnue Industry Category: ❑Deliveries❑Manufacturer Services❑Retail❑Wholesaler ❑Other Type of Organization: ❑Corporation(Public) ❑Corporation(Private)❑Partnership KGovernment❑LLC❑LLP ❑If any of the above and non-profit❑Other -- _ — -— -- - [ If yes,D&B Number Is the Company rated by Dun and Bradstreet(D&B)? YES [INC I _ 5 51 , 364 If not rated byD&B,a1ppllcaUons may be expedited by attaching a copy of Company's Business License,Certificate of Good Standing,Tax Return and/or filings with Secretary of State. Does 11 the Company conduct business in a foreign country?: ❑YES ANO If yes,list counties and nature of business conducted _ Company have an existing relationship with U.S.Bank? YES NO Does the Co ❑ � If yes,what type of relationship: Does the Company have a fleet of 10+vehicles for which you purchase fuel/vehicle maintenance?Ay—ES ❑NO — -------------- ---------------------------------- Does the Company own or operate its own aircraft?❑YES 0 NO Does the Company have freight and/or shipping expenses greater than$1 million per year?❑YES ]NO $e+ 6- Kc- .Prodil.i6 ci i Pr 44''cUPp ialnali'�e�t�tre_Seli�eti+�n: The main products,Corporate Card,Purchasing Card and One Card,are described in Section 2 of the Agreement and listed below. Select your Product type(s)below and insert anticipated annual charge volumes and number of cardholders for each product selected. Product Selection Anticipated Annual Charge Volume Number of Cardholders ❑Corporate Card $ Purchasing Card $ 00 00c). 00 Ito One Card $ a 000 O©O•D O All Special Products and Optional Features are described in Addendum A and listed below. Select Special Products and/or Optional Features below and indicate which main product(s)the Special Product(s)or Optional Feature(s)are associated with. Insert anticipated annual charge volumes. Please do not select a Product in the Product Association Column if you have not checked the main Product above. Special Product Selection Product Association Anticipated Annual Charge Volume ❑Central Billing Accounts' ❑Corporate Card ❑Purchasing Card ❑One Card $ ❑Executive Cards ❑Corporate Card ❑One Card $ ❑Managed Spend ❑Corporate Card ❑Purchasing Card ❑One Card $ ❑Global Cards Global Cards are associated with Company's current Product(s) (with Chip/PIN EMV(Europay,MasterCard (Corporate Card and/or One Card) $ and VISA)technology) *Please note that all Central Billing Accounts are Corporate Liability with central billing. Optional Feature Selection Product Association ❑ATM Access/Cash Advance ❑Corporate Card ❑Purchasing Card ❑One Card ❑Convenience Checks(only upon approval by U.S.Bank) ❑Corporate Card ❑Purchasing Card ❑One Card Section -°Liability Uptit n ( c rp„o1 sari#Ohl k= j For Corporate Card only,please select the preferred liability option.This selection is subject to approval by U.S.Bank. ❑Corporate Liability ❑ Joint and Several Liability ❑ Contingent Liability Note:Purchasing Cards and One Cards are Corporate Liability only.Please do not complete this section unless the Corporate Card is being requested in this Application. Si2CftbiM -,+C �ripany Logo Ct eck"Yes"to add your Company's logo to your Commercial Cards There is a setup fee of three hundred dollars($300.00)for this option ,®Yes ❑No $ect�©n 5 USAq ' TRN©T Apt'NOVI i1PAV00 ,° In order to comply with the requirements of the USA PATRIOT Act, U.S. Bank may require Company, Participant(s) and Cardholder(s) to provide legal entity names, street addresses, taxpayer identification numbers and other information that will allow U.S. Bank to identify each prior to establishing Accounts under or in connection with this Application. U.S. Bank reserves the right to require that Company, Participant(s), and Cardholder(s) promptly provide to U.S.Bank sufficient identification documents upon request and in connection with USA PATRIOT Act compliance. twithstanding the foregoing,Company MUST submit a copy of one(1)of the following documents in connection with the processing of this Application: Articles of Incorporation/Organization Trust Instrument❑ Government issued business license ❑Partnership,LLC Agreement or Bylaws ©2012 U.S.Bank National Association.All other trademarks are the property of their respective owners. Rev.09/04/2012 Page 3 of 9 USBCOM1010 Version 9/12 (Mbank. Commercial Card Terms & Conditions The Commercial Card Program Terms and Conditions (the "Agreement") is entered into by U.S. Bank National Association ND ("U.S. Bank") and the entity signing the Application as "Company" to establish a Purchasing Card, Corporate Card and/or One Card Commercial Card Program ("Commercial Card Program"). This Agreement supersedes any previous and like agreements with Company. 1. EFFECTIVE DATE. This Agreement shall become effective upon approval by U.S. Bank of(1) Company's creditworthiness and (2) this Application and Agreement. The"Effective Date"of this Agreement shall be the date the Application is signed by Company. 2. SCOPE OF COMMERCIAL CARD PROGRAM.The Commercial Card Program may be used by Company, its Participants and their collective Cardholders, and it is comprised of the three business purpose charge cards("Card" or"Cards")described below. In the Application portion of this Agreement, Company may request one(1)or more of the following three(3)products. Card Product Corporate Card Purchasing Card One Card Purpose Used for charging business Used for charging goods and Used for charging (1) business expenses related to travel and services related to business expenses related to travel and entertainment activities entertainment and (2) goods and services related to business activities Upon approval of this Application, U.S. Bank will issue Cards and establish Accounts for Company.While this Agreement is in effect, U.S. Bank may also issue Cards and establish Accounts for any of Company's subsidiaries and affiliates, provided that U.S Bank approves such participation. Such subsidiaries and affiliates are known as"Participant(s)". Company may designate Participants by providing to U.S. Bank a list, in writing, of the legal entity names of the subsidiaries and affiliates that are approved by Company for participation in the Commercial Card Program. Company may exclude any Participant or employee from the Commercial Card Program by providing written notice to U.S. Bank. Company and/or authorized Participant shall designate which employees should receive Cards ("Cardholders") and/or be issued Account numbers. All Accounts and Cards issued are only for business purposes and will be subject to the terms of this Agreement and any Cardholder Agreement provided to Cardholder. The Cardholder Agreement may be amended from time to time without notice to the Cardholder; however, Cardholder will receive notification of any material change to the Cardholder Agreement that affects the Cardholder's rights or obligations. Company also has the ability to create Cards on its own through the use of U.S Bank Access® Online. Such Cards can be created with or without an individual's name embossed on the face of such Cards. Acceptance of Cards without a name embossed on the face of such Cards is at the discretion of Merchants. "Account" means any account established by U.S. Bank pursuant to this Agreement in the name of Company, its Participants and/or Cardholders, to which Debt is charged, regardless of whether or not a Card is issued. "Debt" means all amounts charged to an Account including without limitation all amounts related to Charges that are owed to U.S. Bank by Company, its Affiliates, Participants, and/or Cardholders. "Association" means, collectively,the entities that govern commercial card issuance, including, without limitation, Visa® Inc., MasterCard® USA and MasterCard® International. "Visa" shall mean Visa® Inc. "MasterCard"shall mean,collectively,without limitation, MasterCard USA, Inc. and/or MasterCard®International. 3. BILLING. Company must make payment to U.S. Bank using Autopay (ACH Debit) or another electronic payment method approved by U.S. Bank. Based upon the Billing Option selected by Company, U.S. Bank will send Company, Participant or Cardholder a periodic billing statement("Statement")at the end of Company's Billing Cycle which will itemize all charges, Fees and transactions for that Billing Cycle. The amount shown on the Statement as the amount due ("Amount Due") shall be due and payable in U.S. Dollars upon receipt of the Statement. "Billing Cycle" means the time period from when a Statement is generated until the next Statement is generated. 3.1. Billing Cycles. Biweekly and monthly Billing Cycles are available to Company, depending on the Card product and Billing Option selected by Company. 3.1.1. Biweekly Billing Cycle.A two week period in which charges, Fees and transactions are posted to Accounts. 3.1.2. Monthly Billing Cycle.A one month period in which charges, Fees and transactions are posted to Accounts. 3.2. Billing Options.Central Billing and Individual Billing are available to Company, depending on the card product and Billing Cycle selected by Company and subject to approval by U.S. Bank. 3.2.1. Central Billing. U.S. Bank sends Statements on all Accounts directly to Company or Participant for payment to U.S. Bank. 3.2.2. Individual Billing. U.S. Bank sends Statements directly to Cardholders. Company also receives a Statement for all Cardholders for the same Billing Cycle. Company acknowledges that, in all Corporate liability programs,while Accounts may be paid by Cardholders, Company is solely liable to U.S. Bank for all charges on all Accounts. While Individual Billing is available for Corporate Card Programs with Corporate, Contingent and Joint and Several liability and One Card Programs, Individual Billing is only available with a Monthly Billing Cycle. Rev.09/04/2012 Page 4 of 9 USBCOM1010 Version 9/12 4. LIABILITY.U.S. Bank provides a variety of liability options, as shown below, upon approval by U.S. Bank. Card Product Corporate Card Purchasing Card One Card Liability Corporate Liability or Corporate Liability only Corporate Liability only Options Joint and Several Liability or Contingent Liability 4.1. Corporate Liability.Company is solely liable to U.S. Bank for all billed transactions. 4.2. Joint and Several Liability. Company and the Cardholder are jointly and severally liable to U.S. Bank for all billed transactions. 4.3. Contingent Liability.The Cardholder is liable to U.S. Bank for all billed transactions. Company has contingent liability,which means Company is liable for any billed transactions that are legitimate business charges and have not been previously reimbursed by Company to the Cardholder. 4.4. Liability Exceptions. Company may be liable for all billed transactions, regardless of liability option selected, in the following circumstances. 4.4.1. Liability for Cardholders or Accounts Outside of the United States and Canada.Corporate liability will apply to any Cards or Accounts issued to Cardholders or Account users outside of the United States and Canada. 4.4.2. Failure to Notify. Failure by Company or Cardholder to provide necessary notice or information to U.S. Bank required by Section 8, below, may result in Company's or Cardholder's liability for transactions on such Cards and Accounts. As stated in Section 8, below, Cardholder's liability will not exceed fifty U.S. Dollars($50.00). 5. LIABILITY WAIVER. Company and Participant are protected by either the Visa Liability Waiver Protection Program or the MasterCard MasterCoverage®Liability Protection Program, depending on which Association governs Company's Commercial Card Program (collectively, the"Association Program"). In the event of fraudulent use of a Card or Account, provided that Company or Participant promptly notifies U.S. Bank of the fraudulent activity and complies with the terms and conditions of the Visa Liability Waiver Protection Program or MasterCoverage Liability Protection Program, the Association Program may assume liability for the resultant loss. Company and Participant acknowledge and agree that liability waiver benefits are subject to Association rules, restrictions, limitations and exclusions and to the specific Association Program and related terms (including, but not limited to the amount of coverage). The Association Program is provided by the Associations and is not governed, administered or underwritten by U.S. Bank. 6. DELINQUENCY. If the Amount Due on a Statement has not been paid by Company, Participant and/or the Cardholder within the Billing Cycle, any unpaid portion of the Amount Due will be the amount past due ("Past Due Amount") and the Account will be "Delinquent". U.S. Bank has the right to (a) bill a Delinquency Fee on all Delinquent Accounts as specified in Section 9.2 below; (b) suspend or cancel any Account that is Delinquent for two (2) or more Billing Cycles; and (c) recover any legal fees and/or other expenses incurred in collecting any Delinquent amount on any Account. 7. DISPUTED BILLINGS.All disputes about charges or billings for the Commercial Card Program must be communicated in writing to U.S. Bank at the address provided on the Statement. U.S. Bank must receive written notification of a dispute within sixty (60) days after the date on the Statement on which the disputed or allegedly incorrect transaction first appeared. Association regulations govern the resolution of all billing disputes. 8. CLOSED, LOST OR STOLEN CARDS AND COMPROMISED ACCOUNTS. Company, Participant or Cardholder shall immediately notify U.S. Bank by telephone at 800-344-5696, or by a written confirmation addressed to U.S. Bank, P.O. Box 6344, Fargo, ND 58125-6344 in the event of (a) termination of employment of any Cardholder and/or termination of Cardholder's access to the Commercial Card Program; (b)any cancelled Card or closed Account; (c)any lost or stolen Card or compromised Account; or(d) any compromised information regarding Cards, Accounts or other sensitive data including, but not limited to Account numbers, personal identification numbers, passwords, or Cardholder information. Company or Participant will provide to U.S. Bank any information requested by U.S. Bank with respect to such Cards and/or Accounts. Company, Participants and Cardholders will not be liable for unauthorized charges that occur after notification to U.S. Bank of the loss, theft, or possible unauthorized use of such Card and/or Accounts. Company agrees to assist U.S. Bank in determining the facts, circumstances and other pertinent information related to any loss, theft or possible unauthorized use of the Card(s) and to comply with such procedures as may be required by U.S. Bank in connection with the investigation. Such procedures may include the submission of pertinent information in writing, within sixty (60) days of the date of the loss. Notwithstanding the foregoing, U.S. Bank shall continue to process all claims for lost, stolen or unauthorized use of Cards whether or not such information is submitted within sixty (60) days of the loss. Company acknowledges that by complying with all such procedures losses by both parties will be limited. U.S. Bank is not responsible for controlling the use of any Card(s), other than as specifically provided herein. Subject to the terms set forth herein in this Section 8, U.S. Bank agrees Company shall not be liable for fraudulent charges incurred or arising by the use of Cards in the Commercial Card Programs once notification has been made to U.S. Bank and in any event, Cardholder's liability will not exceed fifty U.S. Dollars($50.00). U.S. Bank shall not in any event be liable for any employee misuse of a Card. 9. FEES.The fees listed below may apply to this Agreement. Failure of U.S. Bank to apply any fee or charge outlined in this Agreement at any time does not preclude U.S. Bank from ever applying such fee or charge. 9.1. NSF Fee. U.S. Bank may charge a non-sufficient funds fee("NSF")of fifteen U.S. Dollars($15.00)for any returned payment on an Account. 9.2. Delinquency Fee. If the Amount Due on any Purchasing Card or One Card Account Statement is not paid in full within the Billing Cycle U.S. Bank may charge a delinquency fee ("Delinquency Fee")of(a)one percent(1%)of the Past Due Amount not paid by the second Billing Cycle, and (b) two and one half percent (2.5%) of the Past Due Amount not paid by each Rev.09/04/2012 Page 5 of 9 USBCOM1010 Version 9/12 subsequent Billing Cycle. The minimum Delinquency Fee on any Purchasing Card or One Card Account is two U.S. Dollars ($2.00). If the Amount Due on any Corporate Card Account Statement is not paid in full within the Billing Cycle U.S. Bank may charge a Delinquency Fee of two and one half percent(2.5%) of the entire Past Due Amount for each Billing Cycle in which the Corporate Card Account is not paid in full. The minimum Delinquency Fee for any Corporate Card Account is two dollars ($2.00). 9.3. Foreign Transaction Fee. U.S. Bank currently charges a two and one half percent(2.5%)foreign transaction fee ("Foreign Transaction Fee") for any transaction that takes place outside the United States that is not in U.S. Dollars. U.S. Bank reserves the right to raise the fee with sixty(60)days prior written notice to Company. 9.4. Logo Embossing Fee. U.S. Bank may charge a fee of three hundred U.S. Dollars ($300.00) to set Company's and/or Participant's logo on the Card.A two-week delay may occur with Card issuance and implementation. By sending a logo to U.S. Bank for embossing, Company represents and warrants that Company has the right to use such logo. Company will be responsible for verification of logo design,will hold U.S. Bank harmless from any usage of such logo on any Card and agrees to indemnify U.S. Bank against any claim of infringement or impermissible use. 9.5. Travel Accident Insurance Fee. Common Carrier Travel Accident Insurance is provided at no charge with a benefit amount of two hundred fifty thousand U.S. Dollars($250,000.00)for One Cards and five hundred thousand U.S. Dollars($500,000.00) for Corporate Cards and Central Billing Accounts. Company and/or Participant must notify U.S. Bank of the use of Central Billing Accounts for booking of travel to ensure appropriate insurance coverage is in place. 9.6. Statement Copy Fee.U.S. Bank may charge a Statement Copy Fee ("Statement Copy Fee") of five dollars ($5.00) for each statement copy. 9.7. Draft/Receipt Copy Fee. U.S. Bank may charge a draft/receipt copy fee ("Draft/Receipt Copy Fee") of five dollars ($5.00) for each draft or receipt copy. 9.8. Expedited Card Delivery Fee. U.S. Bank may charge an expedited card delivery fee ("Expedited Card Delivery Fee") of twenty dollars($20.00)for each expedited shipment of Cards. 10. NO THIRD PARTY BENEFICIARIESITHIRD PARTY CLAIMS.Services provided by U.S. Bank are for the sole and exclusive benefit of Company, and no other persons or organizations shall have any of the rights and remedies arising under this Agreement. Company agrees to indemnify, defend and hold U.S. Bank harmless from and against any and all claims, demands, expenses, losses, liabilities and damages of third parties of any nature whatsoever, including, without limitation, reasonable attorney fees and court costs at trial or appeal arising directly or indirectly from any service delivered to Company pursuant to this Agreement. 11. CONFIDENTIALITY. The Commercial Card Program is a unique service involving proprietary information of U.S. Bank. Company and Participant each agrees that the Commercial Card Program reports, manuals, documentation, systems, processes and related materials(whether or not in writing)are confidential and will be circulated only to employees and agents of Company and Participant, and only to the extent necessary for Company and Participant to participate in the Commercial Card Program. U.S. Bank agrees that it will maintain all non-public data relative to Company and Participant and all Account(s) as confidential information. U.S. Bank agrees to use the data regarding Company and Participant only to provide services to Company and Participant and will not release the information to any other party provided, however, that U.S. Bank must disclose Account, Cardholder, Participant, Company and/or transaction information to the applicable Association governing this Commercial Card Program, merchants, merchant processors, and legal, law enforcement or regulatory authorities and may disclose such information or non-public data to third-party service providers, including those described in Section 19 of this Agreement. Notwithstanding the foregoing, if Company participates in a third party program who participates in a Marketing or similar program with U.S. Bank, Company consents to U.S. Bank sharing Company information with the third party in order to carry out the requirements of the third party program and Company acknowledges that such information may contain direct or indirect identification of Company and/or Participant. The parties agree to take all reasonable steps to safeguard such proprietary information and to not release such information to any party or agent not essential to its participation in the program set forth in the third party program or the Commercial Card Program. 12. TERM, TERMINATION AND SUSPENSION. This Agreement will remain in effect for five (5) years from the Effective Date (the "Base Period") and will continue thereafter until terminated in accordance with this Section 12. After the conclusion of the Base Period, either party may terminate this Agreement without cause at any time upon ninety(90) days prior written notice to the other party.Any such written notice of termination must state the effective date of termination.All Cards and Accounts shall be canceled as of the effective date of termination. 12.1. Termination for Cause by Either Party. Either party may terminate this Agreement immediately at any time by written notice to the other party upon any of the following events: (a)dissolution or liquidation of the other party or the other party's parent company; (b) insolvency of, the filing of a bankruptcy or insolvency proceeding with respect to, or the appointment of a receiver or trustee for benefit of creditors of the other party or parent thereof, or the entering by the other party into any other similar proceeding or arrangement for the general benefit of its creditors; (c)any failure to perform a material obligation of this Agreement; (d) if any material statement, representation or warranty of a party, its affiliates or parent at any time furnished to the other party is untrue in any material respect when made; or(e) a material breach of any other agreement entered into by the parties. 12.2. Termination for Cause by Company. Company may terminate this Agreement at any time by providing ten (10)days prior written notice to U.S. Bank upon any of the following events: (a) U.S. Bank's reduction of Company's PCL or ACLs, as defined in Section 16, has materially and adversely affected Company's utilization of any card product or the Commercial Card Program; or (b) U.S. Bank's failure to reasonably perform in accordance with a material term of any written proposal or presentation provided to Company by U.S. Bank in contemplation of this Agreement, provided that Company has worked with U.S. Bank to develop a sixty (60) day action plan to ensure U.S. Bank's performance materially complies with any aforementioned proposal or presentation, and U.S. Bank has failed to successfully complete all deliverables agreed to in such action plan. 12.3. Termination for Cause by U.S. Bank. U.S. Bank may terminate this Agreement at any time by providing ten (10)days prior written notice to Company upon any of the following events: (a)Company's merger, sale or transfer of all or substantially all of Rev.09/04/2012 Page 6 of 9 USBCOM1010 Version 9/12 its assets, causing a material change to Company's business or financial condition; (b) a material adverse change in the business prospects or financial condition of Company; or(c)the overall relationship is unprofitable for U.S. Bank, provided that U.S. Bank has worked with Company to develop a sixty (60) day action plan to return the relationship to profitability, and Company has failed to successfully complete all deliverables agreed to in the action plan. 12.4. Effect of Termination. Upon termination of this Agreement for any reason, Company and any Participants shall destroy all Cards and return any and all of U.S. Bank's confidential or proprietary information to U.S. Bank. Company will remain liable for all Debt incurred or arising from the use of a Card or Account prior to the termination date. Upon cancellation of an Account or termination of this Agreement, Company, Participant and/or Cardholder will cancel the billing of all reoccurring transactions to an Account("Trailing Transactions"). Notwithstanding any term to the contrary, Company is solely liable to U.S. Bank for all Trailing Transactions. U.S. Bank may suspend any Card and/or Account at any time for any reason. Rights, obligations and liability that arise prior to the suspension or termination of this Agreement, shall survive the suspension or termination of this Agreement. 13. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY, PARTICIPANT(S), U.S. BANK OR ANY AFFILIATE OF U.S. BANK BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE. 14. WARRANTIES. Each party represents and warrants to the other that (a) this Agreement is valid, binding and enforceable; (b) the execution of this Agreement and the performance of its obligations are within such party's powers and have been authorized by all necessary action; and (c)the execution of this Agreement does not constitute a breach of any other agreement or duty arising in law or equity. Company represents and warrants to U.S. Bank that (a) all information provided to U.S. Bank is true, complete and accurate; (b)it has and continues to comply with all applicable laws, rules, regulations and requirements of governmental authorities related to the use of the Card and participation in the Commercial Card Program; (c)it possesses the financial capacity to perform all of its obligations under this Agreement at the Effective Date and upon each transaction or use of a Card or Account during the term of this Agreement; and (d) that this transaction is within the scope of the normal course of business and does not require further authorization for the Company to be bound by the Agreement. Any breach of this Section 14 shall constitute a material breach of this Agreement and, upon written notice,the non-breaching party may immediately terminate this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, U.S. BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY, EITHER TO COMPANY OR TO ANY OTHER PARTY, IN CONNECTION WITH THIS AGREEMENT OR WITH RESPECT TO SOFTWARE PRODUCTS PROVIDED OR MADE AVAILABLE TO COMPANY FOR ITS USE BY U.S. BANK IN CONNECTION WITH THIS AGREEMENT. 15. FINANCIAL INFORMATION. Since this Agreement is for an extension of credit with a financial institution and not a vendor services agreement, Company shall provide information as requested by U.S. Bank to perform periodic credit reviews. Unless such information is publicly available or available through U.S. Bancorp (the parent Company of U.S. Bank) or any of its subsidiaries, Company shall either provide:(i)if Company anticipates monthly charge volume of greater than$25,000.00 but less than$50,000.00, last years annual financial statements, or(ii) if Company anticipates monthly charge volume of greater than$50,000.00 but less than $250,000.00, the last two (2)years of annual financial statements, or(iii) if Company anticipates monthly charge volume of greater than $250,000.00, the last three (3)years of annual financial statements. If the initial set of financial statements is older than five(5) months when provided, Company must also provide interim financial statements.Annually thereafter, as soon as available and in any event not later than one hundred twenty (120) days after the end of each fiscal year of Company, Company must provide the previous years financial statements. U.S. Bank prefers audited financial statements that have been prepared by Company's independent certified public accountant. In the event U.S. Bank requires additional information to conduct its review of Company,or if Company's monthly charge volume increases such that the information it provided as described herein is no longer sufficient for underwriting Company, Company agrees to provide to U.S. Bank the information set forth in 15.(i), (ii)or(iii)above, as the case may dictate, and, if requested, such other information regarding the business, operations, affairs, and financial condition of Company as U.S. Bank may reasonably request. Such information may include, but is not limited to, quarterly financial statements, organizational charts,executive biographies and other formal documentation. 16. AGGREGATE PRODUCT CREDIT LIMIT AND ACCOUNT CREDIT LIMITS. Subject to credit approval by U.S. Bank, an Account Credit Limit(an"ACL")for each Account and an Aggregate Product Credit Limit(the"PCL")for all Accounts shall be established by U.S. Bank pursuant to this Agreement. 16.1. Revising the PCL. U.S. Bank, at its sole discretion, shall have the right to revise the PCL. U.S. Bank shall provide notice to Company of any decrease in the PCL which results in a revised PCL that is lower than the aggregate current amount outstanding on all Accounts. Upon such notice, Company shall have ten (10) days to make a payment to U.S. Bank that is sufficient to reduce the aggregate current amount outstanding to an amount that is equal to or less than the revised PCL. 16.2. Revising ACLs. U.S. Bank, at its sole discretion, shall have the right to revise any ACL.16.2.1. Company Accounts. U.S. Bank shall provide notice to Company of any decrease in an ACL which results in a revised ACL that is lower than the aggregate current amount outstanding on the Account. Upon such event, Company shall have ten (10) days to make a payment to U.S. Bank on the Account that is sufficient to reduce the aggregate current amount outstanding for such Account to an amount that is equal to or less than the revised ACL. 16.2.2. Cardholder Accounts. U.S. Bank, at its sole discretion, shall have the right to revise any ACL and/or limit spending activity on any Cardholder Account. 16.2.3. Fraudulent Activity. U.S. Bank may temporarily revise any ACL and/or limit spending activity on any Account for which fraudulent activity is suspected. 17. CHANGE IN TERMS OF THE AGREEMENT. U.S. Bank may change the terms of this Agreement at any time by giving Company written notice. If permitted by applicable law, the changes will apply to existing Account balances as well as future transactions. If Rev.09/04/2012 Page 7 of 9 USBCOM1010 Version 9/12 Company refuses to accept the changes, Company must notify U.S. Bank in writing within thirty(30)days from the date of the notice that Company refuses to accept the changes and elects to terminate this Agreement. Should Company elect to terminate this Agreement pursuant to this Section 17, all Debt outstanding shall become due and payable by Company to U.S. Bank, according to the terms of the existing Agreement. Company will also be responsible for ensuring the destruction of all Cards. 18. MERCHANT CATEGORY CODES. U.S. Bank will implement standard charge authorization procedures designed to prevent or restrict usage of Cards or Accounts for purchases based on merchant category code("MCC"). Company or Participant may modify its respective standard MCC restrictions at any time upon written notice to U.S. Bank. MCC restrictions do not apply to Cash Advance transactions. U.S. Bank has no liability for transactions declined or approved contrary to the intent of Company. MCC restriction capabilities are limited to the extent accurate MCC data regarding the transaction authorization request is received and the accurate designation of such MCC by the Association and merchant. MCC designation is determined by the Association and the merchant. 19. SPECIAL PRODUCTS/OPTIONAL FEATURES.Upon request by Company or Participant and approval by U.S. Bank, Company and Participant may utilize the Optional Features and/or Special Products provided in connection with this Agreement. U.S. Bank or a third-party service provider may make such services available to Company and Participant. Company and Participant agree to the terms of such features and/or products, including, but not limited to, granting authority to disclose Commercial Card Program data, information and/or non-public data of Company, Participant and Cardholder as described in Section 11 of this Agreement to such third-party service provider(s). Special Products and Optional Features available to Company are described in Addendum A attached to of this Agreement and incorporated herein by this reference. 20. REGISTERED MARKS AND TRADEMARKS. Neither party has any right, title or interest, proprietary or otherwise, in or to any name, logo,copyright,service mark or trademark owned or licensed by the other party. 21. NOTICES. Except for written notices between U.S. Bank and Company or Participant relating to the status of individual Cards, all notices, requests and other communication will be directed to Company at the address on the Application attached hereto, or to U.S. Bank at Corporate Payment Systems, 200 South Sixth Street, Minneapolis, MN 55402. Unless otherwise specified herein, all notices, requests and other communication provided for hereunder must be in writing, postage prepaid, hand delivered or by any electronic means approved by U.S. Bank. Either party may change its notification address by written notice to the other. 22. GOVERNING LAW. The validity, interpretation and performance of this Agreement will be controlled by and construed under the laws of the State of Minnesota,without giving effect to the conflict of law principles thereof,and applicable federal laws. 23. EMPLOYMENT OF AGENTS. U.S. Bank may, in its sole discretion, employ affiliates or subsidiaries of U.S. Bank as its agents to perform part or all of its obligations under this Agreement at any time without the consent of Company, provided, however, that such action shall not affect its obligations to Company hereunder. 24. PROGRAM ADMINISTRATOR.Company and/or Participant shall designate a representative to serve as the primary point of contact with U.S. Bank. Such representative shall be trained and have thorough knowledge of the Commercial Card Program and shall be authorized to provide U.S. Bank with the information necessary to the Commercial Card Program. 25. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided, however,that this Agreement may not be assigned by Company without the prior written approval of U.S. Bank. 26. CUSTOMER SERVICE. Company, Participant or Cardholder may contact the U.S. Bank customer service center twenty-four (24) hours a day, seven(7)days per week at 800-344-5696 for Commercial Card Program customer service. As part of the Commercial Card Program, the Special Products and Optional Features listed in Section 2 of the Application ("Special Products/Optional Features")may also be available to Company or Participant, upon approval by U.S. Bank. The terms and conditions shown below apply to the Special Products and Optional Features. Please check the appropriate checkbox in Section 2 of the Application if Company will use Special Products and/or Optional Features below. 1. Special Products. 1.1 U.S. Bank Central Billing Accounts.Central Billing Accounts are specialized corporate liability Accounts designed for use by Company or Cardholders without this issuance of a plastic Card. Central Billing Accounts include, but are not limited to, "Central Billing Accounts", "Central Travel Accounts" "Central Travel Accounts", or "Central Travel System Accounts". All other terms related to Company's Corporate Card, Purchasing Card or One Card apply to Central Billing Accounts, unless otherwise stated herein. 1.2 U.S. Bank Executive Card. The U.S. Bank Executive Card is a specialized Corporate Card or One Card that includes a premium package of services for top executives of Company. Issuance of Executive Cards is limited to select employees. The Executive Card carries all terms of the Corporate Card or the One Card unless otherwise stated herein. 1.3 U.S. Bank Global Card. The U.S. Bank Global Card, designed for Cardholders who travel internationally, has the Europay, MasterCard and VISA ("EMW) standard technology in addition to the traditional magnetic stripe technology in order to enable Rev.09104/2012 Page 8 of 9 USBCOM1010 Version 9/12 broader acceptance outside the United States. The Global Card has all the same functionality and all the same terms and conditions as Company's Corporate Card or One Card. 1.4 U.S. Bank Managed Spend Card. The U.S Bank Managed Spend Card is a specialized corporate liability card designed for use by Company or Cardholders to charge business related goods and services. Company may also elect to have Cards issued to family members of relocating employees. Unless requested for a different duration, Managed Spend has a term of twelve (12) to thirty-six (36) months. U.S. Bank also provides Managed Spend Central Billing Accounts, which can also be used for business or relocation expenses. Based on the credit worthiness of Company and/or its Cardholder, U.S. Bank, at its sole discretion, shall establish a credit limit of no less than five hundred U.S. Dollars ($500.00). The Managed Spend Card, which is always corporate liability, carries all other terms of the Commercial Card Program with which it is aligned unless otherwise stated herein. 2. Optional Features. 2.1 Cash Advance. "Cash Advance" means an amount of money advanced, in the form of cash or check, and charged to an Account. U.S. Bank provides access to Cash Advances through owned and participating bank Automated Teller Machines ("ATM") and Association member offices. U.S. Bank establishes predetermined Cash Advance limits for Cardholders, either as a group or individually. U.S. Bank reserves the right to suspend or terminate Cash Advance access for Cardholders,either as a group or individually, in the event U.S. Bank determines that continued access presents a risk of loss or liability to U.S. Bank or Company. 2.2 Convenience Checks. "Convenience Check" means a draft drawn against an Account by the Cardholder for purchases upon approval by U.S. Bank. U.S. Bank can issue Convenience Checks to Cardholders, designated by Company. Replenishment of Convenience Checks will occur upon request by the Cardholder, subject to the Cardholder's Account status and cash availability. Convenience Check transactions are posted to the Cardholder Statement as a Cash Advance. U.S. Bank reserves the right to suspend or terminate Convenience Check access for Cardholders, either as a group or individually, in the event U.S. Bank determines that continued access presents a risk of loss or liability to U.S. Bank or Company. The following limitations apply to Convenience Checks: (i) Authorization. There is no authorization process associated with the use of Convenience Checks. At the time of purchase, U.S. Bank is unable to verify the authenticity of the signature on a Convenience Check or the identity of the person signing the Convenience Check. U.S. Bank cannot restrict the use of Convenience Checks to specific Merchant Category Codes. (ii) Disputes. Use of Convenience Checks and disputes arising therefrom are not covered by Association regulations. Other than the fraudulent use of a Convenience Check by an individual other than the Cardholder, which is governed by the applicable law pertaining to negotiable instruments, no dispute rights apply to the use of a Convenience Check to make a purchase. (iii) Returned Checks. U.S. Bank reserves the right to return a Convenience Check unpaid to the payee if(i)the amount of the Convenience Check exceeds the Cardholder's Cash Advance limit or (ii) U.S. Bank determines that honoring the check presents a risk of loss or liability to U.S. Bank or Company. (iv) Limitation of Liability. U.S. Bank is not liable for any damages resulting from U.S. Bank's refusal to honor a Convenience Check presented for payment. 2.3 U.S. Bank Expense Management. "Expense Management" means the expense management and reporting solution used to automate the expense management and reporting process. 3. Special Products/Optional Feature Fees. The fees shown below may apply to the use of Special Products and/or Optional Features. All fees shown are in U.S. Dollars. Cash Advance Fees Convenience Check Fees Transaction Fee 2.5%(Minimum$2.00) Transaction Fee 2.5%(Minimum$2.00) Returned Check Fee $15.00 Executive Card Fees Stop Payment Fee $15.00 Annual Card Fee $0.00 Check Copy Fee $2.00 (up to 1%of cards issued Annual Card Fee $100.00 each (over 1%of cards issued Expense Management Fees Global Card Fees Annual Fee, Per Card $40.00 Programs will be evaluated each $10.00 per Global Card or Account year for use to determine the Account percentage of Global Card Accounts with international transactions. A fee will be charged if seventy-five percent(75%)or fewer Global Card Accounts have international transactions,and only to those Global Card Accounts that do not have international transactions. Rev.09/04/2012 Page 9 of 9 Version 9/12 USBCOM1010 CONFIDENTIAL U.S. BANK COMMERCIAL CARD PROGRAM APPLICATION TERMS AND CONDITIONS PERFORMANCE VOLUME REBATE ADDENDUM This Performance Volume Rebate Addendum ("Rebate Addendum") is entered into, by and between U.S. Bank National Association NO("U.S. Bank")and the entity identified herein and executing this Rebate Addendum as"Company",and constitutes an addendum to and modification of the U.S. Bank Commercial Card Program Application Terms and Conditions, dated (the "Commercial Card Agreement")between Company and U.S.Bank. This Rebate Addendum shall become effective upon signing by or on the behalf of U.S.Bank("Effective Date")and supersedes any previous and like addenda with Company. U.S.Bank shall extend to Company the following revenue sharing opportunity: 1. a) U.S. Bank will pay to Company a portion of its aggregate Net Annual Charge Volume through a rebate ("Performance Rebate"). The Performance Rebate will be based on the File Turn Days Payment Performance for all Accounts for each Addendum Year. The Performance Rebate calculation will be made in accordance with the Table A,below. Table A File Turn Performance Rebate Days Percentage 29 0.0000% 28 0.0050% 27 0.0100% 26 0.0150% 25 0.0200% 24 0.0250% 23 0.0300% 22 0.0350% 21 0.0400% 20 0.0450% 19 0.0500% 18 0.0550% 17 0.0600% 16 0.0650% 15 0.0700% 14 0.0750% 13 0.0800% 12 0.0850% 11 0.0900% 10 0.0950% 9 0.1000% 8 0.1050% 7 0.1100% 6 0.1150% 5 0.1200% 4 0.1250% 3 0.1300% 2 0.1350% 1 0.1400% 0 0.1450% b) U.S. Bank will pay to Company a portion of its aggregate Net Annual Charge Volume through a rebate("Volume Rebate"). The Volume Rebate will be based on the Net Annual Charge Volume and Average Transaction Size. The Volume Rebate calculation will be made in accordance with Schedule A,attached hereto and made a part hereof. c) No Revenue Share calculation shall be made unless a) an Addendum Year has been completed, and the Commercial Card Agreement was in effect through the end of that Addendum Year; b) the File Turn Days Payment Performance for all Account Statements is equal to or less than twenty-nine(29)File Turn Days; c)the Net Annual Charge Volume is equal to or greater than one million U.S. Dollars($1,000,000.00);and d)the Average Transaction Size is equal to or greater than one hundred U.S. Dollars ($100.00). Any Revenue Share payment made pursuant to this Rebate Addendum will be net of accumulated Charge-offs resulting from participation in U.S. Bank or U.S. Bancorp Card Services, Inc. programs regardless of whether the underlying Commercial Card Agreement between the parties is valid or has been terminated. The first Revenue Share payment, if any, shall be made within ninety(90)days after the end of the first(15)Addendum Year. Subsequent calculations and payments,if any,shall be made in a similar fashion on each twelve(12) month anniversary of the first calculation. If any Revenue Share payment date falls on a non-business day,Revenue Share payments due shall be made on the next business day. 1 CONFIDENTIAL d) U.S. Bank will calculate the File Turn Days Payment Performance for the Addendum Year to find the Performance Rebate Percentage on Table A for the Performance Rebate. U.S. Bank will calculate the Net Annual Charge Volume and Average Transaction Size for the same Addendum Year to find the Volume Rebate Percentage on Schedule A for the Volume Rebate. Annually, U.S. Bank will multiply the Total Rebate Percentage by the Net Annual Charge Volume for that same Addendum Year. The result will be the gross Revenue Share. U.S. Bank will subtract any Charge-offs that have not been subtracted at any time during any of the past Addendum Year(s)from the gross Revenue Share. The result will be the net Revenue Share. Any Charge- offs in excess of the net Revenue Share from one (1)Addendum Year will be subtracted from one (1) or more of the following Addendum Years. Upon termination of the Commercial Card Agreement,if the net Revenue Share is a negative dollar amount due to Charge-offs, U.S. Bank may request, and Company agrees to reimburse, U.S. Bank up to the dollar amount previously paid by U.S.Bank to Company. 2. Capitalized terms used in this Rebate Addendum and not otherwise defined in this Rebate Addendum are used with the same respective meanings attributed thereto in the Commercial Card Agreement. "Account" means any account number to which charges and payments may be posted. This includes One Card account(s)and Central Purchasing Account(s)only. "Addendum Year"means a twelve (12) month period beginning with the first such period following the Effective Date of this Rebate Addendum. "Average Transaction Size" means the Net Annual Charge Volume divided by the number of purchase transactions during each Addendum Year. A purchase transaction is a debit point of sale purchase transaction. "Charge-off" means any amount due and owing to U.S. Bank or its Affiliates by Company that remains unpaid for one hundred fifty(150)days after the date that it was first billed. "File Turn Days"means the number of days from the date U.S.Bank funds a charge transaction to the date payment for that transaction is posted, inclusive of the beginning and ending dates. "File Turn Days Payment Performance" means the average speed of repayment of charges made for each Addendum Year. "Fraudulent Charges"means those Charges which are not initiated,authorized or otherwise requested by Company, its Affiliates, and/or a Cardholder by any means (electronic, telephonic or written) and do not directly or indirectly benefit Company, its Affiliates, and/or a Cardholder. "Net Annual Charge Volume" means all charges set forth on the Statements furnished for all Accounts, less Fees, Cash Advances, Convenience Checks, Fraudulent Charges, chargebacks, charges qualifying for large transaction interchange rates and amounts Charged-off by U.S. Bank with respect to such Accounts as uncollectible for each Addendum Year. "Revenue Share" is the combination of the Performance Rebate and Volume Rebate. "Total Rebate Percentage"means the sum total of the Performance Rebate Percentage and the Volume Rebate Percentage. 3. The revenue sharing opportunity described in this Rebate Addendum is based on current interchange rates determined by the Association. These interchange rates are subject to change by authorities outside the control of U.S.Bank. In the event of a decrease or increase in the Association's published interchange rates by five percent (5%) or more, U.S. Bank will have the right to replace this current revenue sharing opportunity with a new revenue sharing opportunity proportionate to the change of the revised interchange rates. 4. Company expressly agrees that the terms and conditions of this Rebate Addendum are confidential and may not be disclosed to third parties,unless required by law or regulation,without U.S. Bank's prior written consent,which may be exercised at its sole option. 5. If the Commercial Card Agreement is terminated prior to the end of the Addendum Year by Company without cause or by U.S. Bank with cause, in addition to any other remedies available to U.S. Bank,this Revenue Share opportunity shall immediately terminate and no Revenue Share shall be paid to Company. 6. Except to the extent that the Commercial Card Agreement are expressly or implicitly modified by this Rebate Addendum,all terms and conditions of the Commercial Card Agreement remain in full force and effect. In witness whereof,the parties hereto have,by their duly authorized representatives,executed this Rebate Addendum. Dated this q� day of 201a by: Dated this day of 20_by: Village of O Brook U.S.Bank National Association ND (Compan (Signature of Authorized � Indivvidual) (Signature of Authorized Individual) ( 000,A (S, f,(JC'rn Alain! Kelly M.Caspers (Printed l9arAe of Authorized Individual) (Printed Name of Authorized Individual) W Ll"C, Pyts l Ae& Vice President (Printed Title of Authi#zed Individual) (Printed Title of Authorized Individual) V�l 0A 2 CONFIDENTIAL U.S. BANK COMMERCIAL CARD PROGRAM APPLICATION TERMS AND CONDITIONS PERFORMANCE VOLUME REBATE ADDENDUM SCHEDULE A Net Annual Average Transaction Size Charge $100.00 $200.00 $300.00 1 $400.00 $600.00 $800.00 Volume Volume Rebate Percentage $1,000,000.00 0.71% 1.09% 1.22% 1.28% 1.35% 1.38% $2,000,000.00 0.74% 1.12% 1.25% 1.31% 1.38% 1.41% $3,000,000.00 0.76% 1.14% 1.27% 1.33% 1.40% 1.43% $4,000,000.00 0.78% 1.16% 1.29% 1.35% 1.42% 1.45% $5,000,000.00 0.80% 1.18% 1.31% 1.37% 1.44% 1.47% $6,000,000.00 0.81% 1.19% 1.32% 1.38% 1.45% 1.48% $7,000,000.00 0.82% 1.20% 1.33% 1.39% 1.46% 1.49% $8,000,000.00 0.83% 1.21% 1.34% 1.40% 1.47% 1.50% $9,000,000.00 0.83% 1.21% 134% 1.40% 1.47% 1 1.50% $10,000,000.00 0.84% 1.22% 1 1.35% 1.41% 1.48% 1.51% 3 CONFIDENTIAL U.S. BANK COMMERCIAL CARD PROGRAM APPLICATION TERMS AND CONDITIONS LARGE TICKET REBATE ADDENDUM This Large Ticket Rebate Addendum ("Large Ticket Rebate Addendum") is entered into, by and between U.S. Bank National Association ND ("U.S. Bank") and the entity identified herein and executing this Large Ticket Rebate Addendum as "Company", and constitutes an addendum to and modification of the U.S. Bank Commercial Card Program Application Terms and Conditions, dated (the "Commercial Card Agreement") between Company and U.S. Bank. This Large Ticket Rebate Addendum shall become effective upon signing by or on the behalf of U.S. Bank ("Effective Date")and supersedes any previous and like addenda with Company. U.S. Bank shall extend to Company the following Large Ticket Revenue Sharing opportunity: 1. a) U.S. Bank shall pay to Company a portion of its aggregate Large Ticket Volume through a rebate ("Large Ticket Performance Rebate"). The Large Ticket Performance Rebate will be based on the File Turn Days Payment Performance for all Accounts for each Addendum Year. The Large Ticket Performance Rebate calculation will be made in accordance with Table A, below. Table A Large Ticket File Turn Days Performance Rebate Percentage 29 0.0000% 28 0.0050% 27 0.0100% 26 0.0150% 25 0.0200% 24 0.0250% 23 0.0300% 22 0.0350% 21 0.0400% 20 0.0450% 19 0.0500% 18 0.0550% 17 0.0600% 16 0.0650% 15 0.0700% 14 0.0750% 13 0.0800% 12 0.0850% 11 0.0900% 10 0.0950% 9 0.1000% 8 0.1050% 7 0.1100% 6 0.1150% 5 0.1200% 4 0.1250% 3 0.1300% 2 0.1350% 1 0.1400% 0 0.1450% b) U.S. Bank shall pay to Company a portion of its aggregate Large Ticket Volume through a rebate ("Large Ticket Transaction Size Rebate"). The Large Ticket Transaction Size Rebate will be based on the Large Ticket Average Transaction Size. The Large Ticket Transaction Size Rebate calculation will be made in accordance with Schedule A,attached hereto and made a part hereof. 1 CONFIDENTIAL c) No Large Ticket Revenue Share calculation shall be made unless: a) Company has qualified for and earned a Commercial Card Revenue Share payment pursuant to the terms and conditions of the Commercial Card Performance Volume Rebate Addendum b) an Addendum Year has been completed, and the Commercial Card Agreement was in effect through the end of that Addendum Year; and c)the File Turn Days Payment Performance for all Account Statements is equal to or less than twenty-nine (29) File Turn Days. Any Large Ticket Revenue Share payment made pursuant to this Large Ticket Rebate Addendum will be net of accumulated Charge-offs resulting from participation in U.S. Bank or U.S. Bancorp Card Services, Inc. programs regardless of whether the underlying Commercial Card Agreement between the parties is valid or has been terminated. The first Large Ticket Revenue Share payment, if any, shall be made within ninety(90)days after the end of the first(1 s)Addendum Year. Subsequent calculations and payments, if any, shall be made in a similar fashion on each twelve (12) month anniversary of the first calculation. If the Large Ticket Revenue Share payment date falls on a non-business day, Large Ticket Revenue Share payments due shall be made on the next business day. d) U.S. Bank will calculate the File Turn Days Payment Performance for the Addendum Year to find the Large Ticket Performance Rebate Percentage on Table A for the Large Ticket Performance Rebate. U.S. Bank will calculate the Large Ticket Average Transaction Size for the same Addendum Year to find the Large Ticket Transaction Size Rebate Percentage on Schedule A for the Large Ticket Transaction Size Rebate. Annually, U.S. Bank will multiply the Total Large Ticket Rebate Percentage by the Large Ticket Volume for that same Addendum Year. The result will be the gross Large Ticket Revenue Share. U.S. Bank will subtract any Charge-offs that have not been subtracted at any time during any of the past Addendum Year(s) from the gross Large Ticket Revenue Share. The result will be the net Large Ticket Revenue Share. Any Charge-offs in excess of the net Large Ticket Revenue Share from one (1) Addendum Year will be subtracted from one (1) or more of the following Addendum Years. Upon termination of the Commercial Card Agreement, if the net Large Ticket Revenue Share is a negative dollar amount due to Charge-offs, U.S. Bank may request, and Company agrees to reimburse, U.S. Bank up to the dollar amount previously paid by U.S. Bank to Company. 2. Capitalized terms used in this Large Ticket Rebate Addendum and not otherwise defined in this Large Ticket Rebate Addendum are used with the same respective meanings attributed thereto in the Commercial Card Agreement. An "Account" is any account number to which charges and payments may be posted. For the purpose of this Large Ticket Revenue Sharing opportunity, this includes One Cards accounts only. "Addendum Year" means a twelve (12) month period beginning with the first such period following the Effective Date of this Rebate Addendum. "Charge-off" means any amount due and owing to U.S. Bank or its Affiliates by Company that remains unpaid for one hundred fifty (150) days after the date that it was first billed. "File Turn Days" means the number of days from the date U.S. Bank funds a charge transaction to the date payment for that transaction is posted, inclusive of the beginning and ending dates. "File Turn Days Payment Performance" means the average speed of repayment of charges made for each Addendum Year. "Fraudulent Charges" means those Charges which are not initiated, authorized or otherwise requested by Company, its Affiliates, and/or a Cardholder by any means (electronic, telephonic or written) and do not directly or indirectly benefit Company, its Affiliates, and/or a Cardholder. "Large Ticket Average Transaction Size" means the Large Ticket Volume divided by the number of large ticket purchase transactions during each Addendum Year. A purchase transaction is a debit point of sale purchase transaction. "Large Ticket Volume" means only those Charges which the Association governing Company's Commercial Card Program has determined qualify for large ticket interchange rates and which are processed by such Association using large ticket interchange rates, less credits, for each Addendum Year. All other Charges and all amounts related to Fees, Cash Advances, Convenience Checks, Fraudulent Charges, chargebacks and Charge-offs are excluded from Large Ticket Volume. "Large Ticket Revenue Share" is the combination of the Large Ticket Performance Rebate and the Large Ticket Transaction Size Rebate. "Total Large Ticket Rebate Percentage" means the sum total of the Large Ticket Performance Rebate Percentage and the Large Ticket Transaction Size Rebate Percentage. 3. The Large Ticket Revenue Sharing opportunity described in this Large Ticket Rebate Addendum is based on current interchange rates determined by the Association. These interchange rates are subject to change by authorities outside the control of U.S. Bank. In the event of a decrease or increase in the Association's published interchange rates by five percent(5%)or more, U.S. Bank will have the right to replace the current Large Ticket Revenue Sharing opportunity with a new Large Ticket Revenue Sharing opportunity proportionate to the change of the revised interchange rates. 4. Company expressly agrees that the terms and conditions of this Large Ticket Rebate Addendum are confidential and may not be disclosed to third parties, unless required by law or regulation,without U.S. Bank's prior written consent,which may be exercised at its sole option. 5. If the Commercial Card Agreement is terminated prior to the end of the Addendum Year by Company without cause or by U.S. Bank with cause, in addition to any other remedies available to U.S. Bank, this Large Ticket Revenue Share opportunity shall immediately terminate and no Large Ticket Revenue Share shall be paid to Company. 6. Except to the extent that the Commercial Card Agreement is expressly or implicitly modified by this Large Ticket Rebate Addendum,all terms and conditions of the Commercial Card Agreement remain in full force and effect. 2 CONFIDENTIAL U.S. BANK COMMERCIAL CARD PROGRAM APPLICATION TERMS AND CONDITIONS LARGE TICKET REBATE ADDENDUM SCHEDULE A Large Ticket Average Large Ticket Transaction Transaction Size Size Rebate Percentage $0.01 - $10,000.00 0.5000% $10,000.01 -$25,000.00 0.2500% $25,000.01 -$75,000.00 0.1700% $75,000.01 -$250,000.00 0.1400% $250,000.01 -$750,000.00 0.1200% $750,000.01 -$2,000,000.00 0.1100% Greater than$2,000,000.00 0.1000% 4 CONFIDENTIAL In witness whereof, the parties hereto have, by their duly authorized representatives, executed this Large Ticket Rebate Addendum. Dated this `1 day of 0406'V- ,200-by: Dated this day of 20_by: Village of Oak Bro . U.S. Bank National Association ND (Company) s (Signature//o__f Authorized Individual) (Signature of Authorized Individual) Wyo G-, L_m r1noAa-X+ \ Kelly M. Caspers (Printed Na\m&of Authorized Individual)�,Q� (Printed Name of Authorized Individual) VA/ 60,e-I 6D12, VC C�ja u Vice President (Printed Title of AuthGfized Individual) (Printed Title of Authorized Individual) 3