Page 1 of 2 FULLY EXECUTED - CHANGE 3 Contract Number: 4400001695 Contract Change Effective Date: 10/04/2011 Valid From: 01/01/2008 To: 12/31/2012 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Noss Toniann Your SAP Vendor Number with us: 114704 Phone: 717-783-2090 Fax: 717-346-3820 Supplier Name/Address: PNC BANK NA PNC BANK NA 249 5TH AVE FL 5 Please Deliver To: PITTSBURGH PA 15222-2707 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 412-762-5730 Supplier Fax Number: 412-762-2784 Contract Name: Payment Terms 15 Purchasing/Travel Card NET 30 Solicitation No.: Issuance Date: Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference. Item Material/Service Qty UOM Price Per Total Desc Unit 1 Purchasing/Travel Card 0.000 Each 0.00 1 0.00 -------------------------------------------------------------------------------------------------------------------------------------------------------- General Requirements for all Items: Information: Supplier's Signature _________________________________ Title ____________________________________ Printed Name _________________________________ Date _____________________ Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED - CHANGE 3 Contract Number: 4400001695 Contract Change Effective Date: 10/04/2011 Valid From: 01/01/2008 To: 12/31/2012 Supplier Name: PNC BANK NA Header Text 04-05-11 New Terms and Conditions for ActivePay added to the Contract as Addendum 1. 6-11-08 CHANGED P-GROUP FROM XE5 TO XQ6. UPDATED PURCHASING AGENTS LAST NAME FROM FISHEL TO HABOWSKI. This contract is for the provision of Purchasing Card, Agency Travel Card and Corporate Card Services by and between the Commonwealth of Pennsylvania acting through the Department of General Services and the Office of the Budget, and PNC Bank. Supplier Contact Info: Nick Fiorina Phone: 412-768-5900 Email: [email protected] COSTARS = Yes No further information for this Contract Information: Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 2 FULLY EXECUTED - CHANGE 2 Contract Number: 4400001695 Contract Change Effective Date: 06/11/2008 Valid From: 01/01/2008 To: 12/31/2011 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Habowski Jennifer Your SAP Vendor Number with us: 114704 Phone: 717-703-2937 Fax: 717 213-9505 Supplier Name/Address: PNC BANK NA PNC BANK NA 249 5TH AVE FL 5 Please Deliver To: PITTSBURGH PA 15222-2707 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 412-762-5730 Supplier Fax Number: 412-762-2784 Contract Name: Payment Terms 15 Purchasing/Travel Card NET 30 Solicitation No.: Issuance Date: Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference. Item Material/Service Qty UOM Price Per Total Desc Unit 1 Purchasing/Travel Card 0.000 Each 0.00 1 0.00 -------------------------------------------------------------------------------------------------------------------------------------------------------- General Requirements for all Items: Information: Supplier's Signature _________________________________ Title ____________________________________ Printed Name _________________________________ Date _____________________ Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED - CHANGE 2 Contract Number: 4400001695 Contract Change Effective Date: 06/11/2008 Valid From: 01/01/2008 To: 12/31/2011 Supplier Name: PNC BANK NA Header Text 6-11-08 CHANGED P-GROUP FROM XE5 TO XQ6. UPDATED PURCHASING AGENTS LAST NAME FROM FISHEL TO HABOWSKI. This contract is for the provision of Purchasing Card, Agency Travel Card and Corporate Card Services by and between the Commonwealth of Pennsylvania acting through the Department of General Services and the Office of the Budget, and PNC Bank. Supplier Contact Info: Nick Fiorina Phone: 412-768-5900 Email: [email protected] COSTARS = Yes No further information for this Contract Information: Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. EXHIBIT A SPECIAL TERMS AND CONDITIONS These SPECIAL TERMS AND CONDITIONS shall be a part of the Contract for the Provision of Purchasing Card, Agency Travel Card and Corporate Card Services dated _____________, 2007 (the “Contract”) between the Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of General Services (“DGS”) and the Office of the Budget (“OB”), and PNC Bank, National Association (identified herein as the “Contractor” or “PNC”). 1. CONTRACT SCOPE/OVERVIEW The Contractor will provide Purchasing Card, Agency Travel Card and Corporate Card program services to Commonwealth agencies as indicated by the Commonwealth in writing to the Contractor (the “Card Programs”). The Office of the Budget will administer the Commonwealth Card Programs for the state agencies listed on Attachment 1. The Office of the Budget can update the list of agencies for which it administers the Card Programs by written notice to the Contractor. Independent Commonwealth agencies and state-related institutions (as defined in the Commonwealth Procurement Code, 62 Pa. C. S. § 103) that administer their own card purchasing programs and desire to participate in the Contract must sign an Independent Agency Addendum in the form attached as Attachment 2. COSTARS program members may elect to seek to obtain commercial card services from Contractor, facilitated by the Commonwealth pursuant to the Contract. Such COSTARS members must be approved for credit on their own by Contractor, in its discretion, and if approved must sign a COSTARS Purchasing Card Agreement in substantially the form attached as Attachment 3; in such event, the Commonwealth shall be entitled to the additional incentives as set forth in Exhibit C to the Contract. Any external procurement activity (as defined in the Commonwealth Procurement Code, 62 Pa. C. S. § 1901) that desires to obtain purchasing card services from the Contractor facilitated by the Commonwealth and is credit-approved on its own by Contractor, in its discretion, may sign a Participating Addendum in substantially the form attached as Attachment 4, together with all attachments referenced therein. Each such external procurement activity must, inter alia, acknowledge that the Participating Addendum is executed by the external procurement activity as provided in the Contract and that the Commonwealth shall be entitled to the additional incentives as set forth in Exhibit C to the Contract. 2. ORDER OF PRECEDENCE These Special Contract Terms and Conditions supplement the Standard Contract Terms and Conditions for Statewide Contracts for Services. To the extent that these Special Contract Terms and Conditions conflict with the Standard Contract Terms and Conditions for Statewide Contracts for Services, these Special Contract Terms and Conditions shall prevail. 3. TERM OF CONTRACT The Contract shall commence on the Effective Date (as defined below) and expire three (3) years from the Effective Date of the Contract (the “Initial Term”), subject to the other provisions of the Contract. The “Effective Date” shall be the date the Contract has been fully executed by the Contractor and by the Commonwealth and all approvals required by the Commonwealth contracting procedures have been obtained. The Contract shall not be a legally binding contract until after the fully-executed Contract has been sent to the Contractor and the credit of the Commonwealth has been approved by the Contractor. 4. OPTION TO EXTEND The Commonwealth reserves the right, upon notice to the Contractor, to extend the term of the Contract, or any part of the Contract, for up to three (3) months upon the same terms and conditions. This will be utilized to prevent a lapse in contract coverage and only for the time necessary, up to three (3) months, to enter into a new contract. 5. OPTION TO RENEW The Contract may be renewed for a maximum of two (2) additional years (either by two renewals of one (1) year each or one renewal for two (2) years), so long as the Commonwealth provides written notice to Contractor of its intention to extend the Contract by letter dated not less than ninety (90) days prior to the expiration of the term of the Contract, or any extension thereof. The Commonwealth’s right to exercise any such extension hereunder shall not expire unless and until the Contractor has given the Commonwealth written notice of the Commonwealth’s failure to timely exercise its extension option and provided the Commonwealth with fifteen (15) days opportunity from the Commonwealth’s receipt of the notice to cure the failure. Any renewal will be under the same terms, covenants and conditions. No further document is required to