2010-42 ` s -mss - ki.„
•
lit*
F. .L. ..fix._
.:, lir t 'f, i _
— -, --4 .„., .0- -a' -- l e, !-'7,4: ,, , - ,3.7 , -.....,-,- _
;9i�,2 -'rttn rJZ.a
F IV - . TH THI i',- *- -40.- -4;,N.
. .
COMMERCIAL CARD SERVICE r =
AGREEMENT
This Commercial Card Service Agreement (this "Agreement') is entered into by and between Fifth Third Bank, an
Ohio banking corporation ( "Bank" or "we ") and the undersigned Customer ( "Customer" or "you ") effective as of
the date accepted by Bank as written on the signature page to this Agreement.
1. Introduction
The Service. We will provide to you our Commercial Card Service (the "Service ") as provided in this Agreement.
The Service consists of the Account, the Cards and the related services we .provide or make available to you as
described in this Agreement. Important features of the Service are selected by. you in the Service set up and
implementation process as described below. The Service may only be use d for business or commercial purpose and
not for family, household or consumer purposes. This Agreement is not binding on us until one of our authorized
officers has executed and delivered it to you.
Information. Before we can make the Service available to you, you are required uired to complete a set up and
q p p
implementation process and complete related forms, and provide us with evidence satisfactory to us of the authority
of the individuals • acting on your behalf ( "Authorized Persons"). This process includes the selection of important
' features and options available with the Service and the designation of persons with authority to act for . Some of
P t3' you.
this information will be entered into forms by one of our representatives. In addition, we may require information or
the execution of documents at various times throughout the duration of this Agreement. You agree to provide any
information and to execute documents that we reasonably require in order to provide the Service to you. Additional
1 information and requirements, for the Service are included in the reference guides and other information we p p rovide .
to you in the set up process and through out your use of the Service (as updated from time to time, "User Guides ").
Representatives. We will rely on the information provided to us by you or an Authorized Person or other 'a agents,
Y g ,
officers, employees and . representatives ( "Representatives ") in providing the Service to. you. Any changes to the
information you provide us must be promptly communicated to us and confirmed or given in writing. Such changes
shall be effective only after we receive the proper . request for such changes and we have had a reasonable
• opportunity' to act on such request. Until then, we may rely on acts that u ort to have been authorized b
p � by
individuals you previously authorized. You agree that we may refuse to comply with requests from any person until
we receive documentation reasonably satisfactory to us confirming the erson's authority.
tY
2. • Establishment of and Issuance of Cards
The Account. Upon completion of the set up process, we will establish for ou a commercial ial'. r
y c credit account
. ( "Account ") subject to the credit limit we establish, and issue one or more cards or account numbers associated with
your Account ( "Carat'. or "Cards") to your Representatives as designated by you from time to time ("Cardholders")
in accordance with the Service procedures. At your request, Cards may - be issued in the name of a group Y g par.
department or as a Nameless Card (as described below), and we can enable you to effect transactions solely with a
Card number without a physical card or device. All use of such Cards and transaction are considered as effected by
a Card for purposes of this Agreement. We will issue each Card for the original term indicated on the Card. We will
honor all transactions unless the Card or. the. Account has been effectively cancelled as provided in this Agreement.
Unless and until. a Card has been properly cancelled, the Card is valid, it may be used for transactions and renewal or
replacement Cards will be issued for them as appropriate. Once issued as requested by you, you are solely 0
responsible for the use of the .Card by the Cardholder and for imposing and enforcing any limits or restraints you
wish to impose on a Cardholder's use of the Card. Except for specific features of the Service relating to restricted
July :2010
merchant codes which are properly implemented and used by you and reported by the merchant, you are solely
responsible to us with respect to a Cardholder's use ofa Card.
Cardholders. You are responsible for the use of each Card and account number by you and each of your
Cardholders. As part of this responsibility, you agree: (a) that you will require each Cardholder to limit use of
Cards to business or commercial purposes on your behalf; (b) to review, or cause each Cardholder to review the
Cards upon receipt to confirm that all information relating to you or the Cardholder on the Card is correct, and to
notify us immediately if the information is not correct; (c) to impose internal controls and procedures, to prevent
fraud and unauthorized use of a Card; and (d) to timely review and reconcile all Account activity and transactions as
further described below.
Transactions. Cards may used to effect the purchase or reservation of goods or services and cash advances by all
generally recognized means unless otherwise restricted including swipe, signed seller drafts, ' telephone, internet
entry, one time use of an account number or otherwise. You are responsible for all uses of a Card and Card number
regardless of the means by which the transaction is effected and regardless of whether it is authorized by you or
violates your internal policies, controls or restrictions.
3. Card Administrator
In the set up process, you will appoint an individual to serve as your administrator ("Card Administrator") with
complete authority to administer and manage the use of the Service on your behalf. Unless restricted by you in the
set up process, the Card Administrator has significant powers including the authority to: designate personnel
including the Card Administrator with access to some or all of the administrative features of the Service; designate
Service;
designate who will be issued Cards and become Cardholders and establish their individual Card credit limit; cancel a
Card and change the credit limit associated with a Card; obtain information and reports about, and monitor Account
and Card use; and, accept and act on all communications from us regarding the Service: If you choose to utilize any
of the Online Features (as described below) available with the Service, the Card Administrator will have the
additional authority described with that feature. We rely on the authority of the Card Administrator in rovidin the
Service to. you.
p g
4. Promise to Pay
Unconditional Obligation. You unconditionally promise to pay in accordance with this Agreement all indebtedness
incurred in connection with the Account by the use of any Card, account number or otherwise. Without limiting this
= obligation, you agree to pay us whether or not the use of the Card, account numbers or incurrence of indebtedness
was authorized by you. Payment of the Account balance is due in full monthly on the due date specified by us in the
set up process or otherwise agreed by you and us in the set up process ( "Payment Due Date").
Misuse. You acknowledge that we are not liable or responsible for any use or misuse of an Card that has not been
Y n
cancelled`. The Card Association may provide at no cost to you a liability protection program, to which unauthorized
use of the Card may be subject. Cancellation of a Card or termination of the Account shall not excuse the obligation
of you to pay for all purchases or other charges incurred against or in connection with the Account through the
effective time of the cancellation or. termination.
5. Periodic Account Statements
Effect. After the close of each billing cycle, we will mail or transmit to ou an Account Statement, with lth transactions
on each Card during the billing cycle itemized separately as subaccounts on the main Account. You may also
request in writing that we mail or transmit individual statement memos to each Cardholder. The Account S tatement
will show transactions that have been posted to the Account in connection with any : Card since the last ast Account
Statement, any payments and adjustments to the Account, any fees charged to any Card or the Account, any finance
charges, the outstanding balances on each Card and on the Account and the Payment Due Date.
Discrepancies. If there is a discrepancy between your records and the information shown on any Account count Statement
Ai , or other confirmation, or you discover any other error in an Account Statement or confirmation, . ou must notify us
within thirty (30) � calendar days after receive �
rty ( ) y you receive such Account Statement or confirmation, or within such greater
amount of time . as may be imposed by applicable law. You - must also follow the procedures '
p ocedures described in the. User
x .
Guide. If you fail to notify us within such 30-day period and follow the prescribed procedures, you may be
0
precluded from asserting the discrepancy against us and you will be obligated to us as provided on the applicable
Account Statement. All entries in our books, records and accounts shall constitute conclusive evidence of
transactions unless you furnish proof of manifest error.
Foreign Currency Transactions. :To convert transactions made in foreign currencies into U.S. dollars, the relevant
card association or its affiliate ( "Card Association') will use its then - current currency conversion rates and the
procedures established by such Card Association in its sole discretion. Currently, the currency conversion rate used
to determine the transaction amount in U.S. dollars is generally either a wholesale market rate or a ,government-
' mandated rate in effect on the date of the conversion, increased by the applicable conversion charge determined by
the Card Association, if any. The currency conversion rate used on the conversion date may differ from the rate in
effect on the date you or any Cardholder used their Card or the Account.
6. Making Payments
Payment Due Date. Payment of the full amount of the Account as shown on the Account Statement is always due
on or before the Payment Due Date shown on the Account Statement. The Service is a full pay Account - you must
pay in full the amount specified on the Account S tatement. Any amount of the Account : balance not timely paid is
subject to a finance charge as calculated by us.
Payments. You agree to make all payments by check or other negotiable instrument drawn on .a U.S. financial
institution located in the U.S., money order or by electronic transfer as you and we agree in the set up process.
Payments must be made in U.S. dollars. All payment must be delivered or transmitted to us in the manner and to the
destination agreed in the set up process. Payments not delivered or transmitted to that destination will not be treated
as timely received. Payments received after 3 :00 p.m., Eastern Time, on any business day or on a day which is not a
business day will be credited on the next business day. Credit to any Card or the Account may be delayed for up to
five days if the payment is (a) not made in U.S. dollars drawn on or from a U.S. financial institution located in the
U.S. or by money order, or (b) not accompanied by the proper account number and if not made electronically, not
accompanied by the top portion of the Account Statement. Delayed crediting may cause you to incur additional fees
and finance charges.
Debit Authorization. ' If you and we have agreed in the set up process or at any time in writing that payments may be
g pY Y
direct debits to your banking account, you authorize . us to initiate debit entries to the account with the financial
institution you designate for the amount due on the Account Statement until you have properly' revoked the
authorization. You agree to be bound to : the NACHA Operating Rules as a . "Receiver" of authorized debit entries
and that we are an authorized originator of debits to the account specified in the set up process.
Application. We reserve the right to apply payments and other' credits to the Account in any manner that we may
Y
choose in our sole discretion. All credits for payments to the Account are subject to final payment or settlement by
the institution on which the item of payment was drawn or from which the electronic payment was made. Although
p Ym a
we may post payments as of the date we receive them, the available credit limit associated with the Account may not
be restored for up to five days after we receive the payment.
7. Fees
Fee Schedule. Except as we may agree in a written agreement executed and delivered by us you agree to. all
Y � pay agree PY
` ; fees and charges associated with the Account including those set forth in the Account .Fee. Schedule (the "Fee
Schedule ") attached to this Agreement which is incorporated into this Agreement by this reference. The Fee
Schedule may be revised by us as provided in Section 19 . of this Agreement. If there is any conflict between this
Agreement and the Fee Schedule, this . Agreement shall govern, but only to the extent reasonably necessary to
resolve the conflict.
Charges. Any finance charges, fees and other amounts, including penalties, assessed against Account will
g p b be
posted as direct charges to the Account and will count against the applicable credit limit. Fees and finance charges
b
fa
will be assessed at the rates set forth in the Fee . Schedule or, if applicable, a written agreement executed and
delivered by us and you.
Annual Participation Fee. You agree to pay to us an annual participation fee in the amount specified on the Fee
0
Schedule upon the issuance of each Card and annually thereafter. Card annual fees will be charged to the Account.
The annual participation fee may be increased or decreased by us from time to time in our sole discretion. The
annual fee will be deemed to be fully earned when paid and is not refundable with respect to any Card terminated
during the year for which the fee has been assessed unless we shall otherwise agree in writing.
8. Account Controls
Your Obligation. You are responsible for monitoring the use of the Cards, account numbers and the Account, and
detecting unauthorized or improper use. We offer online account management tools through the Online Features to
assist you in carrying out this responsibility, including access to transaction information and the means to cancel a
Card or impose Limits on the use of a Card.. You are responsible for cancelling any lost, misused or stolen Cards,
Cards which you suspect may have been the subject of fraud, unauthorized use or misuse, and the Card (and
associated authorization). of any Cardholder no longer authorized by you to use a Card, whether as a result of
termination of employment or otherwise. You are responsible for retrieving the cancelled Card and destroying it to
prevent further use. You may also cancel a Card or terminate a Cardholder's use of a Card by calling our customer
service center. Alt telephone communications by you to us must be made by calling our customer service
center- at 1-800-375-4747 as soon as the need arises. You understand that we will require a reasonable amount of
time to act on any request made by telephone.
Our Programs. We may (but are not obligated to) apply software programs and other techniques to detect patterns
q p
and other indications of potential fraud and authorize d use of the Account. These programs and techniques are not a
substitute for proper Account management and the implementation and enforcement of Card controls by you, and
cannot be relied upon to prevent fraud or unauthorized use. Our techniques may, however, result in the denial of a
transaction, reduction of limits or other actions by us as indicated by such programs and techniques.
9. Credit Limit
0 Establishment. We will establish an aggregate credit limit for the Account and communicate the limit to .ou prior
Y P
to or during the set up process. You are responsible for specifying a credit limit for each individual Card or class of
Cards you request for Cardholders. You understand that you can impose and change Card limits through the Online
Features. We may refuse to authorize any transaction against a Card that would bring the total amount outstanding
against the Card or against the Account as a whole to a level that would exceed the relevant credit limit.
Over -limit Transactions. If we determine in our sole discretion to authorize or accept a transaction on the Account
or a Card that would exceed the credit limit for the Account or that Card, we shall not be liable for doing so. If we
authorize or accept a transaction which exceeds the relevant credit limit, you shall, at our request immediately pay in
full the entire amount of the excess, together with any applicable over -limit charges and related fees.
Changes. We. may . from time to time and in our sole discretion (a) change the Account's or any Card's credit
limit(s), (b) reduce the Account or Card credit limit to $0, (c) cancel one or more Cards or close the Account, or (d)
limit the number and amount of transactions on the Card or the Account. We will notify you promptly tl in the event
fY Y p p Y
we decide to take such action on the Account. While we expressly reserve the discretion described in this Section,
except for cases of known or suspected fraud, changes resulting from regulatory requirements or where we believe
there exists a risk of loss to us, we will use commercially reasonable efforts to consult with you in advance prior to
Y p
reducing credit limits for the Account or any Card.
10. Representations and Warranties
Ours. We represent and warrant to you that: (a) we have the legal ri to execute and perform our obligations
g right p a
under this Agreement;. (b) we are duly organized, validly existing and in good standing under the laws of Ohio; (c)
the execution, and delivery by us of this Agreement has been authorized by all necessary corporate and required
governmental action; (d) the person or persons signing this Agreement on our behalf are duly authorized to do so;
and, (e) our execution, delivery and performance of this Agreement do not violate any laws, rules or regulations
ulations
0 Y g
affecting us or the provision of the Service, our articles of association or bylaws, or any material agreement that is
binding on us.
Yours. You represent and warrant to us that: (a) the financial statements you have delivered or made available to us
have been prepared in accordance with US GAAP, and fully and fairly present your financial condition as of the
dates of the statements and results of operations - for the periods covered by the statements; all other financial
information you have provided is true and correct; and you have not suffered or incurred a material adverse change
in your business, financial condition or operating results since the date of the most recent financial statements you
provided to us, and are not subject to any material undisclosed liability; (b) you have the legal right to execute and
perform your obligations under this Agreement; (c) you are duly organized, validly existing and in good standing in
• the jurisdiction in which you were organized; (d) the execution and delivery by you of this Agreement has been
authorized by all necessary corporate and required governmental action; (e) each person signing this Agreement on
your behalf is an Authorized Person and is duly authorized, to do so; and, (f) your execution, delivery and
performance of this Agreement do not violate any laws, rules or regulations affecting you or your use of the Service,
your articles of incorporation, bylaws or similar governing documents, or any material agreement or obligation to
which you are subject.
11. Confidentiality, Security and Privacy
Your Obligations. You agree to safeguard, keep confidential and not disclose to any third party the payment, pricing
terms or fees for the Service and any Security Procedures. You agree to limit the internal disclosure and distribution
of such information to your . Representatives who have a need to know such information. You represent that you
have, and covenant that you will maintain in effect and enforce at all times appropriate policies to ensure the
security and confidential status of such information. You must notify us immediately if there has been a breach of
your security, or any Security. Procedures have been have been lost, stolen, compromised or misused.
Our Obligations. We acknowledge : that information we obtain from you in providing the Service may be
confidential. We will maintain the confidentiality of such information in accordance with our normal procedures for
safeguarding customer .information. We may, however, share your information in accordance with the Fifth Third
Privacy Notice for Commercial Customers which is available on our website at www.53.com.
Business Continuity. Throughout the term of this Agreement, we shall maintain . off-site business continuity
capabilities designed to permit us to recover from a disaster and continue providing the Service in accordance with
our business continuity plan and capabilities. Our business continuity capabilities will permit the recovery from a
disaster and resumption of the provision of the Service to you within a commercially reasonable period as dictated
Y by the particular recovery rating of the system or application in question.
12. Disclaimer of Warranties
We disclaim all warranties expressed or implied in connection with the Service, and any such warranties are hereby, •
expressly excluded. We do not warrant that the Service shall be error free or that the use of the Service shall be
uninterrupted. YOU WAIVE ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF MERCIJANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
13. Limitation of Liability
YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT IN NO EVENT WILL WE BE
LIABLE FOR ANY DAMAGES THAT YOU OR ANY OTHER PERSON MAY INCUR OR SUFFER IN
CONNECTION WITH THE SERVICE THAT ARE NOT DIRECT, ACTUAL DAMAGES RESULTING FROM
OUR. BAD FAITH AND GROSS NEGLIGENCE OR WILFULL MISCONDUCT IN PROVIDING THE
SERVICE. WE WILL NOT IN ANY EVENT BE LIABLE ' FOR ANY CONSEQUENTIAL, . PUNITIVE,
SPECIAL OR SPECULATIVE LOSSES OR DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THE
]POSSIBILITIES OF SUCH DAMAGES. We shall not in any event be liable for (a) any loss, damage or injury
caused by any act or omission of any third party, whether or not such third party was chosen by us, (b) any charges
imposed by any third party, or (c) any doss, damage or injury caused by any failure of the hardware or software used
by a third party to provide the Service to you. In addition, we shall not be responsible for, or incur any liability to
you for any failure or delay in carrying out any of our obligations under this Agreement, if such failure or delay was
caused by any third party.
a
0
14. Your Indemnification Obligations
You agree to indemnify and hold us and our officers, directors, employees, shareholders and agents harmless from
and against any and all losses, liabilities, actions, claims, judgments, settlements, damages, costs and expenses,
including reasonable fees, expenses and costs of outside and in -house legal counsel (collectively, "Losses ") resulting
directly or indirectly from, or arising in connection with (a) our providing the Account or Cards, extending credit to
you or otherwise providing the Service to. you (other than Losses that result from our gross negligence, willful .
misconduct or bad faith), and (b) your violation of any of your representations, warranties or covenants under this
Agreement.
15. Special Situations
Nameless Cards. If you request that we issue Cards without the individual Cardholder's name embossed or
otherwise noted on the Card (a "Nameless Card"), you acknowledge that we strongly recommend against the use of
Nameless Cards. Nameless Cards present, among other risks, the increased risk of loss to you from fraud and
unauthorized or improper use. If you nevertheless request that we issue Nameless Cards, we will issue them to you
but you assume-all known and unforeseeable risks associated with the use of a Nameless Card and release us and our
Representatives from any and all liability for issuing a Nameless Card. You further agree to indemnify and hold us
and our Representatives harmless from and against any and all Losses we may suffer or incur arising out of or
related to the issuance by us or use by you of Nameless Cards (other than Losses that re sult from our bad faith and
gross negligence or willful misconduct).
Individual Billing. If you request that . we bill any Cardholder individually (a practice sometimes known as
"Individual Billing"), you acknowledge that we recommend against the practice. If you nevertheless request, and
we agree to send individual Statements to one or more individual Cardholders, you acknowledge that you are in no
way relieved of any obligation you have to us under this Agreement whatsoever including the obligation to timely
pay the full amount due for that Card by the applicable Payment Due Date, as well as all applicable fees and
41) charges. You assume all known and unforeseeable risks associated with Individual Billing and release us and our
. : Representatives from any and all liability for issuing Individual Bills. You further agree to indemnify and hold us
and our Representatives harmless from and against any and - all Losses we may suffer or incur arising out of or
related to Individual Billing (other than Losses that result from our bad faith and gross negligence or willful
misconduct).
16. Default
Subject to applicable law, you shall be in default under this Agreement upon the occurrence of any one of the
following: (a) you become generally unable to pay your debts as they become due; (b) any other creditor tries by
legal process to take any of your assets in our possession; (c) a petition is filed or other proceeding is commenced by
or against you with respect to your company . under the federal bankruptcy code or any other applicable federal or
state insolvency laws; (d) you provide us with any false or misleading material information, (e) you breach any
obligation under this Agreement; (f) you are in default of any other credit agreement you have with us or any of our
affiliates; or (g) we believe in good faith that your ability to pay or perform your obligations under this Agreement is
or has been impaired. You may incur . fees or other charges in connection with a default. The payment of any fee or,
other charge will not cure the default that triggered the fee.
If:you are in default under this Agreement, we may in our sole discretion, subject to applicable law take any one or
J pp any
more of the following actions:. (a) declare all or any portion of the outstanding balance on the Account to be
immediately due and payable; (b) allow you to repay the outstanding balance according to the terms of this
Agreement; (c) immediately terminate this Agreement, the Account and any and all Cards and authorizations
relating to the Account; (d), revoke or suspend the use of the Account, reduce the Account credit limit or otherwise
limit your ability to use any Cards; and (e) .- commence an action against you to collect all amounts owed in
connection with this Agreement. You are liable for any court costs and reasonable attorneys' fees incurred by us in
the collection of amounts due on the Account.
• Upon .. our request made at any time, you agree to furnish us with your current financial statement s and other
information pertaining to your business or financial condition. I
6
1 7. Term . and Termination
6 '
Term.' The term of this Agreement commences on the date it is accepted and executed by us and continues until
terminated by us under this Section 17 or by us or you upon thirty (30) days written notice to the other.
Termination Rights. We may terminate this Agreement or terminate or suspend the Service in the event: (i) you are
in default as provided in Section 16; (ii) you violate any applicable law in connection with the Account or use of the
Cards, if, in the .case of violations which are curable, such violation is not cured within thirty (30) days following
receipt of written notice of such default; (iii) you become insolvent, are placed in receivership or adjudicated
bankrupt or you become subject to any voluntary or involuntary bankruptcy proceeding or any assignment for the
benefit of your- creditors;. or (iv) the continued provision of the Service in accordance with the terms of this
Agreement would, in the good faith opinion of our legal counsel, violate federal, state or local law. We will provide
notice of the exercise of the foregoing rights as soon as practical.
Actions. Upon, any termination of the Service or this Agreement, you shall: (a) promptly pay to us all sums due or
to become due under this Agreement; (b) have no further right to make use of the Service, Account or any Card; and
(c) surrender to us or destroy all Cards that have been issued to you or to any Cardholder.
Effect. Termination of this Agreement, the Account or any Card does not release you or . us from any of our
respective obligations that arose or became effective prior to such termination; you remain fully obligated to repay
all amounts owed to us under this Agreement or in connection with the Account, the use of the Cards or account -
numbers or otherwise. In addition, all provisions of this Agreement relating to the parties' respective warranties,
representations, limitation of liability or indemnification shall survive the termination of the Service, the Account or.
this Agreement. ;
18. Internet Online Features
We offer online access : features as part of the Service ( "Online Features ") to enable you to access information
• . , . about, and administer and manage the Account via the Internet including through the applicable Card Association or
through our online portal, Fifth Third Direct . The use of the Online Features is subject to the limitations and
q, specifications in the user guides or manuals we provide for the Online Features as updated from time to time. Some
or all of the Online .Features may be hosted or provided by the Card Association or another third party and are also
subject to any terms of use established by us or that third party. -
Administration. You have the option to enable the use of the Online Features. If you elect to use one of. the Online
Features,. the Card Administrator will have complete authority to manage the Online Features on your behalf. The
Card Administrator has critical authority with respect to the Online Features including the authority to: designate
personnel including Cardholders and the Card Administrator ( "Users ") with access to some or all of the aspects of
. the Online Features; monitor Card usage; establish the entitlements of Users regarding the use the Online Features;
enable the assignment: of Identification Codes described below and initial passwords to Users; and accept and act on
all communications from us regarding the Online Features. We will rely on the authority of the Card Administrator
in the use of the Online Features by you.
Security Procedures. Access to Online Features of the Service are subject to "Security Procedures" which may
include certain procedures, the use of personal identification numbers, log-on identification, access codes, passwords
or other security or authentication measures. (collectively, "Identification Codes ") that are designed to verify the
origin of access to the. Online Features. You under stand that all access to, and use of the Online Features using such
Security Procedures as we mutually agree upon will be considered by us for all purposes and without further
investigation to be authorized by you and we may act and rely upon all instructions or data transmitted to us using
the Security Procedures.
Your Responsibilities. You must ensure that your personnel use the Online Features only as authorized and within
the limits of their entitlements or permission. We do not monitor access to the Service or the Online Features and are
not responsible if any person exceeds . the limits of their entitlements or permission rights. You are responsible for
having and maintaining at your expense proper functioning, secure and safe hardware, software and communication
40 devices, Internet access and service necessary for use with the Online Features. - .
_ ,
7
Legal Compliance. We make no representation or warranty that the Online. Features are available or appropriate for
40 use in countries other than the United States. You are solely responsible for compliance with all applicable laws and
regulations applicable in jurisdictions where you conduct business.
License.. Access and use of websites or software provided by anyone other than us may be subject to the terms and
conditions of a license, terms of use or similar agreement.
Intellectual Property. All pages, screens, text, and other materials, and other works of authorship and material
appearing on or utilized in connection with the Online Features, the names, trademarks, logos, ' slogans and service •
marks used, displayed and found on websites, and all other intellectual property relating to the Online Features
(collectively, "Intellectual Property ") are owned by and proprietary to us, the applicable Card Association, and our -
vendors or licensors, except as otherwise specified. No Intellectual Property may be copied, modified, distributed,
used in any way or publicly displayed in any medium of expression without our prior written consent.
j
Warranty Disclaimer. The Online Features are provided "as is," and "as available." While our websites
incIude features such as encryption and other .data protection features, you understand that the Internet is
inherently insecure and that all data communications and transfers can be monitored, intercepted, rerouted, •
copied and read by others. All material found on the websites is provided "as is."
19. General Provisions
Amendments. We may amend, supplement or. change (a "revision ") the terms of this Agreement including the Fee
* Schedule at any time and from time to time as follows: by a written instrument signed by both parties; or, we may
give you at least twenty (20) calendar days' prior written or electronic notice of a revision of the revision and if you
do not give us written notice of your termination of this Agreement before the expiration of the twenty day period or
the later effective date specified in such notice, you are deemed . to have accepted the revision. If, however, a
revision to this Agreement is; in our good faith opinion either required by law or a regulatory authority with
jurisdiction over us or necessary to preserve or enhance security of the systems that we use in providing Service to
you, we will provide you notice of such revision and the revision will be effective immediately upon us giving you
notice. Subject to applicable law, any revision shall apply to the outstanding balance on the. Account on the
effective date of the revision and to any future balances created after that date. No revision to this Agreement shall
affect in any manner your obligation to pay all amounts owing to us under this Agreement.
Delay in Enforcement. We may at any time and in our sole discretion delay orr waive enforcing any of our rights or
remedies under this Agreement or under applicable law without losing any of such rights or any other rights or
remedies.. Even if we do not enforce our rights or remedies at any specific time, we may enforce them at a later
date. For example, we may accept late payments or payments that are marked "payment in full" or with other
restrictive endorsements without losing any of our rights under this Agreement or applicable law.
Notice. Any written notice from you to us shall be effective once we have received the notice and had a reasonable
opportunity to act on it. Any written notice from us to you shall be effect ive and deemed delivered when mailed to
you at your address as it appears on our records.
Force Majeure. We shall not be responsible for, nor shall . we incur any liability to you for any failure, error,
malfunction or any delay in carrying out any of our obligations under this Agreement if any such failure, error,
malfunction or delay results from causes beyond our reasonable control, including without limitation, fire, casualty,
breakdown in equipment or failure of telecommunications or data processing services, interne disruptions, lockout,
strike, accident, act of God, act of terrorism, riot, war or the enactment, issuance or operation of any adverse .
governmental law, ruling, regulation, order or decree, or an emergency that prevents us from operating normally:
Assignment. This. Agreement shall be binding upon and shall inure to the benefit of the parties and their respective
permitted successors' and assigns. You may not sell, assign or transfer the Account or any of your rights or
obligations under this Agreement. We may sell, assign or transfer the Account, or any balance due thereon, and our
rights and obligations under this Agreement Y
without. prior notice to, or consent from you, which notice and consent
0 are knowingly waived by you.
Set -off You agree that we may set off any and all funds in any bank account a ou have with us against or to
Y g pay
any obligation you have at the time to us under this Agreement. We may exercise our right of set off by debit or
8
other means without recourse to other rights or collateral, if any, we may have and regardless of the effect .on your
Y g Y
bank account. You waive notice of the exercise of these rights to the extent permitted by applicable law. Our right
of set: off is limited only to the extent expressly prohibited by applicable law.
Entire Agreement. This Agreement, together with the Fee Schedule and any separate pricing or other agreement
executed by the parties which specifically refers to this Agreement constitutes the complete and exclusive statement
of the agreement between the parties with respect to the Service and the Account supersedes any prior or
contemporaneous proposal, understandings, discussions or ` agreements between the parties with respect to the
Service and the Account. The Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which shall constitute a single instrument.
Severability. If performance of the Service in accordance with the terms of this Agreement would result in a
violation of any present or future statute, regulation or government policy to which we are subject, and that governs
or affects the Service or any transactions contemplated by this Agreement, then this Agreement shall be deemed
amended to the degree necessary to comply with such statute, regulation or policy, and we shall incur no liability to
you as a result of such violation or amendment. If any provision of this Agreement is deemed to be illegal, invalid,
void or unenforceable by a court of competent jurisdiction, or by any governmental agency with jurisdiction in such
matter, such provision shall continue enforceable to the extent permitted by that court or agency, and the remainder
shall be deemed stricken from this Agreement. All other provisions shall remain in full force and effect.
Compliance with Law. We and you each agree to comply with and be responsible for all applicable state, local and
federal statutes, rules, regulations, orders, directives, policies and other laws, and the -rules and regulations of any
applicable Card Associations or payment clearing system.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Ohio, without regard to Ohio's conflict of law principles, and with applicable federal laws and regulations.
Headings. The Section headings used in this Agreement are for convenience only, • and do not in any way limit or
Y Y Y
410
define your or our rights or obligations under this Agreement.
WITNESS, the parties have caused this Agreement to • be executed by their respective dul authorized
Y p duly
representative as of the dates indicated below.
S 1 Date 4 _ - - ' r` - - , 20 40 ACCEPTED: 4 V ' 20 /'
�� Y..
BANK
(CUSTO > 4 s a ' S , " NAME)
;� 6 y
By: a% -� '�. ,-- B : , r ! ,1 -• . -
�, a. o
Name: i° .t U ,
Name:
Title: N\G
Title:
ii
9
-R3 xrs. , f ny
3. .'`k,�t•.. J..�- �K,, w.kC 'xl" �:i `• 1 • •':;r4• •
. �.t'tit , L .t. •y.ti ii __.
. ����s++sa��� ,:.::� is .. .'�•,' �.:�5<'X•` F . "+"^• - "'lF +... ,,ma�yy h:. '>Rr� +:'SY. . x '� . ,�r� ` +s '"• ;c . :i .. �., ., :•; � -.
'ra' .,� �y ..)'.•, ..-. •:+f�•�. �. • s� -^ h. .•�'.f�• n,. >> +.+,%s^ . i ra' '3.4 -'.'.k ° 2�i":.�•. �.- .r . '2 �"- N
t ='J.: r'? ..,+.,•+:. %3ih'l: +r"t._ .a -jr` .�:�i - :4.':`'vinr ?" n..i.ov_.y. ..a:.o. �� .`. ,y t.`7�.• . 1;:: w ..r . t.i+` - t r4rr. ,.a a. �'a2 "3ee'1.._S.. i r r•
. s is ' +::.`w.:xr:i" ,- S. .. ✓ .t<?�., I• ..5 .Q?.':T'1 :i Wi'{i •t i. .. , .r . 'a'. : •�, . r. .,•,.4 fix. - r . ^ �' r . »'h'7 ""^.'s 9 - , '�i c't ' <+•.:"L' ''r
°sue•
fl t wM1 fit,
•
. 1 - FIFTH. 'r A.K
CITY OF CLERMONT: Rebate Schedule
This rebate schedule assumes the following conditions are met:
Spend per. Card
Reporting Tool
Spend Potential
Program Multi. Card
Bill /Pay : Corporate
Grace. Period 25 or 15
. • PAYMENT TERMS •
• REBATE SPED LEVELS ►:
• *30/25 I 30/15 j.
Aft $1,000,000 $2,249,999 1.10% 1.20%
$2,500,000 $9.,999,999 1.40% 1.50%
I $1.0,000,000 Greater 1.60% 1.65%
Rebate Requirements
Rebates are payable on an annual basis, based on meeting a qualifying �� threshold $1,000,000 of 1 , 000, 00.0 in
annualized net spend.
All grace periods less than 25 days require all billing set-up accounts to be set -u on Auto Debit for
payment.
All terms and conditions are subject to the Commercial Card Rebate :Agreement.
.. :;?:., z.tjL y, f +S' ,r<Fi.:E 4`�'^: a Tr - .+�L �:�: - "y' , �r.<.x: ? �7 � !a' r FS. '. t .
- - - ` �, � $' r<, SZ _?• y G + T i . I ?n fr�-s9 G, �. �rl. t t�" t 'es : ; .8"`� . ti 't •.. , s.},..: 5 :,<,. L 't Sj C t - . • y ..�, 5- � _ - '
r 'y r ..+J i �-''� ': c..y� f 'S.. 7;%r+ *f' '� - � » +v- 4•y '3;- i "t .- "j ., 3 Z.:X'
, �r >- .sr .. - a13.,... �:.cy�!''; r!• :. c'„ esa ,+e• " �� :�,;. s.,w„'.: ;,,;,r :b, .`"i.� > :�:' - tv .-x _ `,� ....>.!'
'r' , v . b = � - `•�.s •."s .1" .:/:.. , 5.�'•S ° =t. 'Fr. a. T.. � , tw`� /'. �. 4.. 1» •..•f`�` »- . .w. /' Y f J �':• "/
..5e: Sxr'..v `- .h 3.� -� ,,. 'Ra•. °;.5.,. i ,y.. a" ;`,+�.
-. •: - -.+:"' ., .'. r...•,.:f r' �' " r .�• -.,+.: •tr ; ^� : � - :.t: _>' - .,:+. : <x
. . '�,F '�,5.. . :� ,>. LL , .:T.�'�:- xi4v ::a`;�.'. "•m:�" >'y+.rN•�;�:' ".'- ,n....r.n', t>5., ,, J/ - .„i•'+':l - ;,v� : �' r cw � �...:.'i•': ,
- ) 1.. .<tY Yran R 1. .. �•. < in. T• ..11 a:v`L' nh:. ""� • ^r! S •. <. . h• . " . - !• .. '✓' <•: c:Z:.i M'N"I., wit ....,_h..v ln
7 C. j fi•t ns S:.,cr.t, w': >:r -t..3f . s t'r T. c�^w a<s t, Fr •
' � �:�'•'_r^. '' ';•� k'• � a�'{ .E � �. c:C;r;_ ".? :�:. ?}.r} /. x. #• • i s � j, n( r. . d....,- ,':( , s: w�' •.:.[•�' ,:s.; >' , '
• � �CL s r' . �£.G •v�e•Yt:''Y � 4 'r t y ; _ r r �'S t aC j• �i �Y . •t ;.,�'•. ». 9 '•:'Si :i.�:
x Yh ,a,`< j w•^'' ') " r v'.. i.,c.:.r." :.J, � �. � t � J x k �. T . � qr �, .JS .s. t•
` j a i. i y'�• "Y� s.. a Y t' T Ro $A N
- .YC � � :.; f L .+ .:r "d,*' ::s ."' ec '3 •o�.. si .v. � �i.,.�- . ^''?' r ."'i., x,eJ�' _ ;:,�_...
" � 'N �.tR�t .,r .. � rra �r, �g Hi i - 4 r • 4 ' � a +»„'s• -... .ze':. .ei;; . :'�i.l..`. >r.,a+!.a.. tom .s <r yy a7L ^"'_ � t `�' ''ti'•
.. ,. � n.. }.: � .;' _ :�T ' .�y.•:"'; 'E «il:: ,•r. ,"�a:F.� �': /'1^'�^-., Y'..^ ! h s Ne '�:,�5.
- - •t -.. •. W, �:Y -n �y \ ` e -,�, �� •h.!" 2 �' 1. F 'r J '�_ C �� Y F' :J`:
Authorization Certificate for Commercial Card Service Agreement
To Fifth Third Bank:
I HEREBY CERTIFY that:
I am a duly authorized by the company, entity or public body identified below (the "Company ") in my
official capacity with the Company ( "Cerhfyrng Person ") to certify to the matters set forth below for
purposes of establishing the authority of the Company and certain persons as described in this Certificate;
and
The following resolutions ( "Account Resolutions ") were duly and properly adopted by the board of
directors, trustees or managers, or the members, partners, shareholders or other governing body
( "Governing Body ") of the Company, have not been rescinded or modified and remain in full force and
effect:
RESOLVED, this Company is authorized to obtain from Fifth Third Bank (the "Service ") the
right to use credit or purchasing cards and accounts on the credit of the Company and thereby
incur indebtedness and pay fees and finance charges on behalf of the Company, and to enter into
such agreement or agreements for the Service as are required by Fifth Third Bank from time to
time, including a Commercial Card Services Agreement or similar agreement, and related
agreements ( "Card Agreements ") each of which, when accepted or signed by an Authorized
Person described below is authorized, approved and adopted by this Company;
RESOLVED FURTHER: that (a) each of the individuals identified in the table entitled
"Authorized Persons" appearing below, (b) each person serving as an executive or senior finance
officer or official of the Company (such as the Chief Executive Officer, President, Chief
Financial Officer, Controller and Vice President - Finance or person with similar title or authority
(each, an "Executive Person ")) from time to time, and (c) any other person designated by any
such individual whose identity and signature are provided to Fifth Third Bank (each, an
"Authorized Person ") is authorized on behalf of the Company and in its name to do any of the
following:
• execute and deliver any and all of the Card Agreements and any amendments to the Card
Agreements;
• designate those employees, agents, and other representatives, groups or divisions and
other persons who will be authorized to receive and use cards and other rights to incur
indebtedness in connection with the Service;
• designate, and advise Fifth Third Bank of the identity of a person or persons who will
serve as administrator with respect to the Service and have authority to, among other
powers specified in the Card Agreements: manage the service on behalf of the Company;
select and administer security and operating procedures; designate persons as authorized
users of a service; and, enable and administer user identification codes, passwords and
other identification data.
RESOLVED FURTHER: Fifth Third Bank is authorized to rely on the full and unrestricted
authority as provided in these resolutions of any one Authorized Person unless otherwise certified
to Fifth Third Bank by the Certifying Person;
March 2010
RESOLVED FURTHER, that the Certifying Person is authorized to deliver a certified copy of
these Resolutions to Fifth Third Bank and certify to Fifth Third Bank the name, title and
specimen signature of each Authorized Person.
I further certify that:
• these resolutions do not conflict with or contravene the certificate or articles of
incorporation or organization, the bylaws, operating agreement, empowering law or
similar governing documents or law of, or any agreement, law or regulation applicable to
the Company; and
• each of the following persons has been designated by the Governing Body or an
Executive Person as an Authorized Person with the authority specified in the foregoing
resolutions, and the signatures indicated below are genuine signatures of the indicated
persons:
AUTHORIZED PERSONS
Name of Authorized Title of Authorized Specimen Signature
Person Person of Authorized Person
t. w ��NF f1UNOFAs e f/7 fr 11r4C,C/I
2.
9. rdi
3.
,t4 /1 / Pfri/`L fil1/''!Cd/l '
:f 4 f 11 y f 04/1FL /l//l // /tIf d / (1 t4//t ,
IN WITNESS WHEREOF, I have subscribed my name to this Certificate on behalf of the following
Company:
Exact Name of Company: (itt G/e (4‘4,41,4,
Duly organized under the laws of the State of /t`#4l //f f
Taxpayer Identification ber: ,�
Signature. 1 / �^
Print Name: /T 74 G4 S
0 • /l Git Gh:
Title: M-
Dated: 1/ a
March 2010
M
FIFTH THIRD BANK
FIFTH THIRD BANK COMMERCIAL CARD
ACH DEBIT AUTHORIZATION
I (We) hereby authorize Fifth Third Bank to initiate debit entries to the account listed
below at the depository financial institution named below and to debit the same amount
to such accounts. I (we) acknowledge that the origination of the ACH transaction to my
(our) account must comply with the provisions of U.S. law.
I (We) agree to be bound to the NACHA Operating Rules as a Receiver of these
authorized debit entries. I (we) agree Fifth Third Bank is an authorized originator of
debits to the account listed below, and I (we) agree to permit debits originated by Fifth
Third Bank to be applied to our account without interruption.
NOTE: CUSTOMER MUST MODIFY ACH DEBIT BLOCKING TO
DESIGNATE FIFTH THIRD AS AN AUTHORIZED ORIGINATOR OF DEBITS
TO THE ACCOUNT LISTED BELOW.
Any ACH return due to Customer's failure to modify ACH debit blocking may result in
the assessment of late payment or insufficient fund fees.
Depository Name: C (mac KD11+ — 1 --C_`) Pael 1
Routing Number:
Account Number: .
This authorization is to remain in full force and effect until Fifth Third has received
written notification from me (or either of us) of its termination in such time and such
manner as to afford Fifth Third to act on it.
Name (Print): TO We F Itiiff L /G4
Signature: q. ----------
Date: //10 D
Company Name: (07 o, (L 1 e/i.T
Signature: 7
Printed Name: //4,1Gi ' S. Tait V /Li
Title: / 1704
t.
FIFTH THIRD BANK
COMMERCIAL CARD REBATE AMENDMENT
This Commercial Card Rebate Amendment amends the Commercial Card Company
Agreement (as amended from time to time, the "Card Agreement") currently in effect between
the "Client" identified on the Signature Page ( "you ") and Fifth Third Bank ( "we" or "us)
Capitalized Terms used but not defined in this document have the, meaning assigned to them in
the Card Agreement.
1. Rebate. In consideration of your use of the Commercial Card in accordance with the
Card Agreement and your full and timely performance of your obligations under the Card
Agreement and this Amendment, we will pay to you on an annual basis a rebate based on total
charge Volume (excluding Large Ticket Transactions described below) during the "Term"
specified below, less credits, charge -offs and fraud losses, measured at the end of each calendar
year in accordance with the qualifying tier as set forth in Exhibit A attached to this Amendment.
This Amendment is not valid unless Exhibit A is attached at the time of signing this
Amendment. "Volume" means the amount of transactions (converted to a US dollar amount) for
the purchase of goods and services affected with a Commercial Card. Among other things
Volume excludes the amount of cash advances, balance transfers, convenience checks, account
fees, finance charges, transaction fees, delinquency fees, over - the -limit fees, and any other fees
imposed by us or others. We will calculate the Volume and applicable rebate in good faith and
our determination will be final in the absence of manifest error. To be eligible to participate in
the rebate program for a particular calendar year or part of a calendar year, your Card account
must be in good standing throughout, and at the end of each such calendar year and at the time
payment of the rebate is to be made. All rebates will be paid in cash within the first quarter
following the calendar year in which the rebate was earned.
2. Excluded Transactions. Large Ticket Transactions, which are defined by MasterCard
as transactions that provide certain line item detail and have a minimum transaction threshold
each as established by MasterCard, will be excluded from the rebate calculation, unless we
otherwise agree in writing.
3. ' _ ' Term: '`Unless terminated sooner as provided in this Amendment, the term of this
Amendment ( "Term ") shall be the term specified on the Signature Page. This Amendment and
the Tenn terminate, upon the termination of the Card Agreement. We may terminate this
Amendment in our discretion at any time (a) upon the occurrence of any default under the Card
Agreement or (b) upon any default by you in connection with any loan or advance we or any of
our affiliates have made to you, or under any other indebtedness, obligation or liability you owe
to us or any of our affiliates, whether now existing or arising in the future.
4. Confidentiality. During the Term and for two (2) years after the Term you and we agree
to keep confidential all information relating to this Amendment including the existence, terms
and conditions of this Amendment, and to not disclose such information except to those
mdividuals within our respective organizations with a reasonable need to know such information
(provided such individuals agree to be bound by the confidentiality obligations contained m this
Section 4). Each of us acknowledges that, in the event of a breach of this Section 4, the non-
breaching party will likely suffer irreparable damage that cannot be fully remedied by monetary
1.
•
CONFIDENTIAL
damages. Accordingly, in addition to any remedy that the non - breaching party may possess
pursuant to applicable law, the non - breaching party retains the right to seek and obtain injunctive
relief against any such breach m any court of competent jurisdiction. The provisions of this
Section 4 shall survive the termination of this Amendment and the Card Agreement.
5. Effect. This Amendment amends the Card Agreement solely for purposes of establishing
a rebate opportunity for you during the Term. All provisions of the Card Agreement not
inconsistent with this Amendment shall remain unchanged and in full force and effect, and are
ratified and confirmed. In the case of any conflict between and among the various provisions in
the Card Agreement and this Amendment, the provisions of this Amendment shall prevail.
6. Miscellaneous. We represent and warrant to each other that this Amendment has been
authorized by all necessary corporate or other entity action, and that the person signing this
Amendment on our behalf is duly authorized to do so. The captions in this Amendment are
included for convenience only and shall not affect the meaning or interpretation of this
Amendment. This Amendment evidences the entire agreement and understanding between us
respect to the subject matter of this Amendment and supersedes all prior agreements and
discussions between us with respect to that subject matter.
EXECUTED THIS /// /6
Term of this Amendment: From to
Fir rH THIRD BANK
B CV-Ctun 6 6 ci By:
Pnnt name: u `' Al `� 764 Prmt name: //MOM S . T(/ Pa L%'
Print title: O Pnnt title: /
Fifth Third and Fifth Third Bank are registered service marks of Fifth Third Bancorp.
Member FDIC
2
CONFIDENTIAL
Err A
(Attached)
This Amendment is NOT valid unless the rebate information is attached
3
I ...ran.- .!•- z.- ° 'Y2;t}? . X3.,:2 r, - x:.. - ?. cT ?.1 .,..o- -:: L -..��y , • a -`"-. ';?v:.. -p. � .S'"y.. ., �., ;_ » -,: �.` ,+_: _ -
1 ".44
FIFTH THIRD BANK
CITY OF CLERMONT: Rebate Schedule
This rebate schedule assumes the following conditions are met:
' Spend per Card
Reporting Tool
Spend Potential
Program Multi Card
Bill/Pay Corporate •
Grace Period 25 or 15
REBATE SPEND LEVELS PAYMENT TERMS
30/25 30/15
$1,000 000 $2,249 999 1.10% 1.20%
$2,500,000 $9 999,999 1.40% 1.50%
$10,000,000 Greater 1.60% 1.65%
Rebate Requirements
Rebates are payable on an annual basis, based on meeting a qualifying threshold of $1,000,000 in
annualized net spend.
. All grace periods Tess than 25 days require all billing accounts to be set-up on Auto Debit for
payment
All terms and conditions are subject to the Commercial Card Rebate Agreement
•
•
•
Y +
IF 7`E-i THIRD BANK
FIFTH THIRD BANK
COMMERCIAL CARD
INDEMNITY AGREEMENT
Date: / / /L /fD
This agreement is an addendum to the Fifth Third Bank Commercial Card Company
Agreement between (1 77 G/ as /4 et Oh r ( "Borrower ") and Fifth Third
Bank ( "Bank ") dated f'/ /y /
The Borrower understands that it is not the written policy of the Bank to issue
Commercial Cards without an individual person's name embossed on the card. Non -
Individually embossed cards are not generally issued due to the increased risk of fraud
losses associated with non - individually embossed cards.
The Borrower hereby indemnifies the Bank against any and all losses resulting from the
use of non - individually embossed cards.
Company Name: i v 7 C/ed./7/0 c0 K 74
•
Signature: •
Printed Name: 114/tete f . T'4 lit 4/5
Title: /'/