M&T Bank, Internal Use Alt/Neg Commercial Card Application
and Election Form – 10/18
M&T Bank
Visa® Charge Cards
and Card Products Agreement
Application, Election and Pricing Form
for Visa® Commercial Cards and Card Products
Resolution, Incumbency and Signature Document
APPLICATION, ELECTION, AND PRICING FORM
FOR VISA® CHARGE CARDS AND CARD PRODUCTS
__________________________________________________________________________________________
CLIENT NAME (insert legal name of entity, including all d/b/a names used) (Sole Proprietors should
use their individual name, not assumed or trade name(s))
[Note: if there is more than one client on a joint and several liability program, enter each client’s name separately]
APPLICATION
Cards and Credit Limits Requested
CORPORATE CARDS _________________________________ ______________________________________
Credit Limit Requested at Initial Set up Number of Cards Requested at Initial Set up
EXECUTIVE CARDS1 _________________________________ ______________________________________
Credit Limit Requested at Initial Set up Number of Cards Requested at Initial Set up
PURCHASING CARDS _________________________________ ______________________________________
Credit Limit Requested at Initial Set up Number of Cards Requested at Initial Set up
COMMERCIAL CARDS _________________________________ ______________________________________
Credit Limit Requested at Initial Set up Number of Cards Requested at Initial Set up
VIRTUAL CARDS _________________________________ _______________________________________
Credit Limit Requested at Initial Set up Number of Cards Requested at Initial Set up
M&T SUPPLIERPAY _________________________________ _______________________________________
Credit Limit Requested at Initial Set up
_______________________________
Aggregate Maximum Credit Limit
CLIENT INFORMATION
_________________________________________________________________________ __________________
Address of Client’s Principal Place of Business: Street Address, City, State, Zip Code TIN# (EIN of Client)
_________________________________________________________________________ __________________
Mailing Address: Street Address, City, State, Zip Code (If different from above) Phone Number
_______________________ __________________
State in the USA where Affiliate is organized (e.g. NY) Nature of Business
Client Structure (please check the applicable category) Proprietorship Partnership Corporation
Professional Corporation Government LLC LLP Not for Profit S Corporation
Other: Please State: __________________
1An “Executive Card” is a Card bearing the words “executive card” on the plastic and is deemed to be a Corporate Card under the
Visa Charge Card and Card Products Agreement.
Commercial Card Application and Election Form – 10/18 Page 3 of 12
AFFILIATE INFORMATION
_________________________________________________________________________ ___________________
Affiliate Legal Name (Including dba names) TIN # (EIN of Affiliate)
_________________________________________________________________________ __________________
Address of Affiliate’s Principal Place of Business: Street Address, City, State, Zip Code Nature of Business
_________________________________________________________________________ __________________
Mailing Address: Street Address, City, State, Zip Code (If different from above) Phone Number
_______________________ $______________________
State in the USA where Affiliate Credit Limit
is organized (e.g. NY)
Is this entity regulated? ______NO ______YES Is this entity Publicly Traded? ________NO ________YES
If Yes, provide the Name & Country of Regulatory Agency
______________________________________________
If Yes: Name of Exchange:_____________ Symbol: _______
Client Structure (please check the applicable category) Proprietorship Partnership Corporation
Professional Corporation Government LLC LLP Not for Profit S Corporation
Other: Please State: __________________
PAYMENT PROCESSING
____________________________________ ____________________________________
M&T Bank Designated Deposit Account M&T Bank Routing Number
____________________________________ ____________________________________
Statement Cycle (Default Month-end) Remittance Period (Calendar Days)
CARD PROGRAM ADMINISTRATOR Primary Card Program Administrator Set up as Organization Administrator in CentreSuite
___________________________________ ___________________________ _______________________
Legal Name and Title Phone Number Email Address
___________________________________ ___________________________ _______________________
Identification Number Date of Birth Signature
_________________________________________________________________ __________________ __________________
Address: Street Address, City, State, Zip Code Country of Residence Citizenship
First Alternate Card Program Administrator Set up as Organization Administrator in CentreSuite
___________________________________ ___________________________ _______________________
Legal Name and Title Phone Number Email Address
___________________________________ ___________________________ _______________________
Identification Number Date of Birth Signature
_________________________________________________________________ __________________ __________________
Address: Street Address, City, State, Zip Code Country of Residence Citizenship
Second Alternate Card Program Administrator Set up as Organization Administrator in CentreSuite
___________________________________ ___________________________ _______________________
Legal Name and Title Phone Number Email Address
Commercial Card Application and Election Form – 10/18 Page 4 of 12
___________________________________ ___________________________ _______________________
Identification Number Date of Birth Signature
_________________________________________________________________ __________________ __________________
Address: Street Address, City, State, Zip Code Country of Residence Citizenship
Client understands and agrees that, in the event Bank is not able to reach any of the Card Program Administrators listed here, Client
authorizes Bank to rely on instructions from such Client’s representative who is an authorized signer on a checking account or deposit
account with M&T Bank, as if such person were a Card Program Administrator.
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Commercial Card Application and Election Form – 10/18 Page 5 of 12
PRICING SCHEDULE FOR CARD PROGRAM Annual Membership Fee per Card: An annual membership fee for each Card in the amount set forth above.
Tiered Fee-Determined on Aggregate Card Purchases Flat Fee $______________ per card
Volume of Aggregate Spend: Annual Fee per card:
$0 - $100,000 $45.00 Annual Executive Card Fee $ 395.00 per card
$100,000 - $200,000 $35.00
$200,000 - $300,000 $25.00 Annual Rewards Fee $ 45.00 per card
>$300,000 $0.00
Annual Billing Account Fee: An annual fee charged for maintaining Client’s
master billing and collateral account, which includes data on all Cardholders of Client, and an additional Annual Membership Fee that is charged for each
subsidiary or division billing account.
$____________________
Cash Advance Fee: Bank’s service charge for each Loan advanced under the Account (only applicable to a Client who has cash advance access available.)
2% or $2 Minimum per transaction, whichever is greater
Express Card Fee: A one-time charge per Card requested to be sent by rush delivery.
$20.00 per card
Implementation Fee: A one-time charge for establishing the Account and the production of any documents necessary to establish the Account or Bank’s security
interest in any collateral pledged to secure the same.
$____________________
Late Charge: The charge imposed by Bank for failure to pay as required under
this Agreement – see Section of the Agreement on Late Charge for further details.
1.25% or $25.00,whichever is greater
Card Customization Fee*: A one-time fee for customizing all Cards issued with Client’s name and logo.
*Client acknowledges, understands and agrees that any aspect of card customization is subject
to the final approval, acceptance or rejection of Visa USA, Inc. at its sole discretion in
accordance with the Visa Rules (as defined in the Card Agreement.) Client represents that it
owns and has the right to use any art work, logos or marks that Client instructs Bank to use in
customized cards.
$____________________
Processing Fee: A charge for processing each Account payment made by check or other payment item rather than by automatic deduction from a demand deposit
account.
$____________________
Paper Statement Fee: A monthly fee charged for paper statements. Electronic
statements are offered at no charge.
$10.00 per month
Report Fee: The fee for each periodic report of Account expenditures requested
by Client.
$____________________
Returned Item Fee: The fee imposed by Bank for any check or other payment
item tendered by Client hereunder that is returned unpaid for insufficient funds or
for any other reason.
$20.00 per instance
Transmission Fee: A monthly fee assessed to each Client who elects to receive one or more reports by electronic transmission either in addition to any report sent
by mail or in lieu of such reports.
$____________________
Transaction Fee: A monthly fee charged on each transaction based on Client’s
estimated purchases.
$____________________
Statement Copy Fee: Charge per statement requested that is over one
year from date of request.
$10.00 per statement
Supplier Enrollment: An optional service assists with enrolling suppliers or
vendors to accept Cards as a form of payment. See Section 40 of the Agreement for further detail.
No Charge
Commercial Card Application and Election Form – 10/18 Page 6 of 12
All amounts owed, fees, and charges are due in full and payable by the option selected in this document (unless otherwise
indicated). All capitalized terms used in this document shall have the meanings ascribed to each of them in the Charge Card
Agreement.
CENTRESUITE
Electing CentreSuite
Client agrees to all the terms and conditions of the
CentreSuite Section of the Visa Charge Card Agreement.
CENTRESUITE MODULES Statements Only: Ability to view and/or
download Commercial Card statements on-line.
No reporting available.
Statements & Accounts Module: Cardholder Maintenance, real-time
accounting review. Includes the following reports: Program Change Request
Audit Report, Cardholder Profile Report, and User Profile Report
Expense Module: Transaction Management
& Data Exporting. Includes the following
reports: Program Change Request Audit Report,
Cardholder Profile Report, User Profile Report
Additional Reports: Allocation Analysis Report,
Expense Report, Merchant Report, Multiple
Transaction Exception Report, Statement of
Account Report, and Transaction Report.
Expense Routing & Approval: Automate, allocate, review expense
approval. Program Change Request Audit Report, Cardholder Profile Report,
User Profile Report, Allocation Analysis Report, Expense Report, Merchant
Report, Multiple Transaction Exception Report, Statement of Account Report,
and Transaction Report Additional Reports: Expense Summary Report, Expense
Unassigned Transaction Report
Please enter Accounting system you currently use:_______________________________________________________
CentreSuite Organization Administrator: Administrator provides organizational support and manages card program through on-
line card management system.
Select if different from Card Program Administrator on page 3
___________________________________ ___________________________ _______________________
Name and Title Phone Number Email Address
CENTRESUITE PRICING
Implementation Fee: $_______________ Monthly Fee: $_______________ Custom Mapper Fee: $__________________
one-time charge one-time charge
Custom Programing Fee: $_______________ Routing & Approval: $_______________ Other: _______________
per hour additional monthly fee _______________
Digital Images Fee: _______________
Aggregate Monthly Card
Spend
Monthly Fee
<$100,000.00 $30.00
>$100,000.00 $0.00
Additional Optional CentreSuite Functionality-All Modules:
On-line Payments Temporary Credit Limit Alerts Emulation Auto Expense Reports
Expense Routing & Approval Module Functionality:
Description Submit Electronic Out of Pocket Expenses Out of Pocket Notes Required
Attendees & Purpose Required Mileage Rate $__________________ Digital Image
Commercial Card Application and Election Form – 10/18 Page 7 of 12
VISA® PAYABLES AUTOMATION
VISA® PAYABLES AUTOMATION (VISA ONLINE) SERVICES
Electing Visa® Payables Automation
Client agrees to all the terms and conditions of the
Visa® Payables Automation (Visa® Online) Section of the Visa Charge Card Agreement Visa® Payables Automation: Client’s Technical Contact Information
Payables Automation is a Card Product enabling you to Name and Title ____________________________________
automate the accounts payable process for your business or entity. Email Address _______________________________
Phone Number _______________________________
Visa® Payables Automation Administrator Select if different from Card Program Administrator on page 3
___________________________________ _____________________________ ________________________
Name and Title Phone Number Email Address
VISA® PAYABLES AUTOMATION PRICING
Implementation Fee: $____________ one-time charge
Transaction Fee: $____________ per transaction
Monthly Fee: $____________________
Other Fee: $____________________ _____________________
Description of Fee
M&T SUPPLIERPAY
Electing M&T SupplierPay
Client agrees to all the terms and conditions of the
M&T SupplierPay Section of the Visa Charge Card Agreement
M&T SupplierPay:
M&T SupplierPay is a Card Product enabling you to automate the accounts payable process for your business or entity.
M&T SupplierPay Administrator Select if different from Card Program Administrator on page 3
___________________________________ ___________________________ __________________________
Name and Title Phone Number Email Address
___________________________________ ___________________________ ___________________________
Name and Title Phone Number Email Address
Dual Approvers: SupplierPay allows Client to select a single approver or dual approver setting. M&T and the vendor strongly
recommend that Client select the dual approver setting. If Client opts out of the dual approver setting, note that the SupplierPay
purchases will be authorized by the originator only.
Make a selection for each item below by checking the applicable box.
Manage Users:
Originator as approver + 1 Independent client approver 2 Independent client approvers Opt out of any dual approval
Manage Vendors:
Originator as approver + 1 Independent client approver 2 Independent client approvers Opt out of any dual approval
Manage Payment File:
Originator as approver + 1 Independent client approver 2 Independent client approvers Opt out of any dual approval
Opt out of all Dual Approvers options above
Commercial Card Application and Election Form – 10/18 Page 8 of 12
M&T SUPPLIERPAY PRICING
Implementation Fee: $__________ one-time charge Monthly Fee: $__________ one-time charge
Transaction Fee: $__________ per transaction Other Fees: $__________ per transaction
Description of Fee: ________________________________________
DIGITAL WALLETS
Apple Pay, Google Pay, and Samsung Pay
The digital wallets functionality will be added automatically, unless Client selects “Opt Out of Digital Wallet Enrollment”
below.
If digital wallets are provided, Client agrees to all the terms and conditions of the
Digital Wallets provisions of the Visa Charge Card Agreement.
Opt Out of Digital Wallet Enrollment
DATA SERVICES
Socioeconomic Reporting: $____________
1099 Reporting: $________________
Third Party: _________________ $____________
Other: $____________________
_______________________________________________
________________________________________________
OTHER DOCUMENTS
Pledge Agreement General Security Agreement Corporate Guaranty
Personal Guaranty Other _________________ Other __________________
Documents selected above will be sent separately
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Commercial Card Application and Election Form – 10/18 Page 9 of 12
RESOLUTION, INCUMBENCY AND SIGNATURE PAGE
FOR VISA® COMMERCIAL CARDS AND CARD PRODUCTS
(“SIGNATURE DOCUMENT”)
The Card Program Documents (as defined below) are between M&T Bank, a New York banking corporation, having offices at
One M&T Plaza, Buffalo New York 14203 (“Bank”) and _____________________________________________ (“Client”)
Cards and Card Products. Bank as an issuer of Visa® Commercial Card(s), Corporate Card(s), Purchasing Card(s), Virtual
Accounts and any such other card products described in the Card Program Documents (each, a “Card” or Cards”) may issue,
assign and provide to Client the type of Cards and/or Card Product(s) elected by Client in the Application, Election and Pricing
Form. Bank through third parties provides one or more card management products and services which include various products
and levels of Card processing, management and other functions (each a “Card Product”) in which Client may elect to participate
under the terms and conditions of the Agreement. By signing below, Client hereby agrees to the terms and conditions set out in
the Card Program Documents.
Card Program Documents. The Card Program Documents between Bank and Client for the provision of Cards and Card
Products consists of all of the following: (i) this Signature Document; (ii) Application, Election and Pricing Form for Card and
Card Products (“Application and Election Form”); (iii) the Visa® Charge Card Agreement for Commercial Card, Corporate
Card, Purchasing Card Accounts, Virtual Account(s) (“Agreement”), (iv) any of the other Card agreements and schedules
applicable to Client for which a box has been checked in the Election Form or this Signature Document and (v) the Visa Rules
(collectively, the “Card Program Documents”). The Visa Rules are incorporated by reference into this Agreement in their
entirety.
Application and Election Form Subject to Final Credit Approval. Client and each Client signer acknowledges that the
Application and Election Form is subject to final credit approval of the Client in accordance with Bank’s credit approval process;
and additional information may be required in order to make a final credit decision. If approved, the actual credit granted may be
less than the amount requested by Client. Client understands and agrees that Credit Limits for Cards with declining balance
functionality cannot exceed at any time the Aggregate Maximum Credit Limit extended to Client pursuant to the Agreement,
which includes the Application and Election Form.
Credit Report Authorization. The Bank and any of the Bank Affiliates are authorized at any time to obtain, share, verify and
review any financial or other information (including consumer and/or business reports from others) the Bank or any Bank
Affiliate deems appropriate about the Client in connection with the Application and may also do so for updates, renewals,
extensions and collection activity. The Client’s Program Administrator shall notify the Bank promptly of any material change in
such information. Client authorizes the Bank to make available to the Bank Affiliates and others such information about Client
that may have been obtained in connection herewith or may be obtained in the future. Upon request, the Bank will let Client
know if the Bank obtained a credit report, and if so, the name and address of the credit reporting agency furnishing the credit
report. To request the information the Client should write M&T Bank, Attention: VISA®
Commercial/Corporate/Purchasing
Cards, [P.O. Box 4028, Buffalo, New York 14240-4028], or call the Client’s Relationship Manager. Client’s signer(s) certifies
that all information and documents submitted to the Bank, including federal and state income tax returns (if any) are true, correct
and complete.
Customer Identification Program Information: To help the government fight the funding of terrorism and money laundering
activities, Client shall have delivered to Bank, sufficiently in advance of closing, all documentation and other information for
itself and its Affiliates as required by Bank in accordance with all applicable banking laws and regulations in effect from time to
time, including, without limitation, the USA PATRIOT Act. Any failure by Client or any necessary third party to deliver to Bank,
in a timely manner, any material information requested, or any misrepresentation or inaccuracy with respect to any such
information received, or if Bank’s due diligence reveals that opening the accounts contemplated herein would potentially violate
Bank’s regulatory compliance policies or applicable law, shall permit Bank, in its sole discretion, to withdraw and/or cancel the
financing contemplated hereunder.
Joint and Several Liability. If there is more than one Client, each of them shall be jointly and severally liable under the Card
Program Documents, notwithstanding the fact that the credit limit may not be used by all Clients. “Client” shall include each as
well as all of the entities who sign on the signature block(s) below.
Effective Date. The Card Program Documents are effective as of the date of the first Purchase made pursuant to the Card
Program Documents,[SELECT AND INITIAL ALL SCHEDULES THAT WERE RECEIVED]
Commercial Card Application and Election Form – 10/18 Page 10 of 12
Client Initials
SCHEDULE B - AGGREGATE STATEMENT AND CHECK PAYMENT __________________
PROCESSING SCHEDULE
SCHEDULE C – INDIVIDUAL BILL SCHEDULE __________________
COMPANY GENERAL CERTIFICATE AND INCUMBENCY FROM: ___________________________________ (the “Client”) The undersigned hereby certifies that he/she has the power and authority to execute and deliver this Client General Certificate to M&T Bank, and any of their affiliates (any or collectively, “Bank”) on behalf of the Client. The undersigned further certifies that the following are true and correct:
1) Resolutions. The resolutions attached as Exhibit A (the “Resolutions”) were duly adopted by the Client’s board of directors (if a corporation), membership (if a limited liability company), partners (if a general partnership) or such other governing body as may be applicable to the Client, at a meeting duly called and held, or by unanimous consent, on ___________________, 20________; that none of the Resolutions have been rescinded, revoked or modified in any way; that each Resolution is in full force and effect on the date of this Certificate; and that neither any of the Resolutions nor any action taken or to be taken pursuant to any of the Resolutions violates, or will result in any violation of, any statute, regulation or other law applicable to the Client or the governing documents applicable to the Client, or any instrument, agreement or document to which the Client is a party, or by which the Client or any of its assets is bound.
2) Incumbency. Each person whose name appears below, opposite a title/position (“Position”), has been duly elected or appointed to and qualified for such Position at the Client and that on the date of this Certificate such person holds such Position; and that each signature appearing below is a true specimen of the signature of the person whose signature it purports to be, and has the authority to execute any of the Card Program Documents on behalf of Client.
NAME
TITLE/POSITION
SIGNATURE
3) Organization and Standing. The Client is duly organized, validly existing and in good standing under the laws of the State/Commonwealth of__________________________. No petition for dissolution has been filed or is pending. The Client has, and at the time of adoption of the Resolutions had, full power and lawful authority to adopt the Resolutions and to confer the powers granted in them to the Position or persons named or referenced in said Resolutions including any delegation of powers; and any person holding such Position or the person so named shall have full power and lawful authority to exercise those powers. No other action or consent of any other person or entity is necessary in order for this Certificate or the Resolutions to be effective.
4) Shareholder Consent to Guaranty (Corporation Only). If the Client is a corporation and the Client is guarantying the debt of another party, subordinating debt in favor of Bank or pledging assets to secure the debt of another party, the shareholders holding at least two-thirds of the shares entitled to vote consented and approved at a shareholders’ meeting, duly called and held on_____________________, 20________, that the Client is empowered to execute and deliver to the Bank the Agreements which were authorized per the attached Resolutions. If the shareholder approval was by written consent, then attached as Schedule B is a Shareholder Consent which constitutes the unanimous written consent of each shareholder of the Client.
Commercial Card Application and Election Form – 10/18 Page 11 of 12
Corporate Secretary Authorized Signature:
___ ______
Corporate Secretary Signature (Different from Authorized Signor) Secretary Printed Name and Title Date: [Note regarding who can be the authorized signer: If the person signing above is authorized to transact business by any
resolutions, this certificate should be attested by a second officer, director, member or partner of the Client, unless the Client is a
single owner and has no other officer, director or member. The person signing above can be the corporate secretary or an officer
authorized to certify. RESOLUTIONS
RESOLVED, that the Client is authorized to enter into the Agreement; and it is further
RESOLVED, that the signer of the Agreement and any other person listed under Incumbency above (an “Authorized Person”) is
authorized, on behalf of Client, to enter into the Agreement and to take all actions thereunder, pursuant thereto or in
connection therewith; and it further
RESOLVED, that the authority conferred by these resolutions is retroactive and any action heretofore taken by any person
(including but not limited to an Authorized Person) on behalf of the Client with respect to the Agreement is ratified and
confirmed; and it is further
RESOLVED, that the foregoing resolutions shall remain in full force and effect and may be relied upon, notwithstanding the
dissolution or termination of existence of the Client or any change in the identity of, or any modification or termination of
any authority of, any Authorized Person, until a copy of a subsequent resolution revoking or amending them, duly
certified by an Authorized Person of the Client, shall be actually received by the account officer of Bank responsible for
the obligations of the Client and Bank shall have had a reasonable time to act thereon; and any action taken by Bank prior
to such actual receipt and passage of time shall be binding upon the Client, irrespective of when such resolutions may
have been adopted.
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Commercial Card Application and Election Form – 10/18 Page 12 of 12
Signature. By signing below Client agrees to be bound by the terms of the Card Program Documents and represents to M&T that
(a) it has read the Card Program Documents, (b) the person signing below has been duly authorized to sign on behalf of and bind
Client, and (c) on signing, the Card Program Documents will be an enforceable obligation of Client.
CLIENT:___________________________________________________________________________________________ Authorized Signature 1 Printed Name and Title Date: Authorized Signature 2 Printed Name and Title Date: * Sole proprietors should use their individual names and not their trade names.
M&T BANK:
Douglas A. Dunbar, Vice President
(Facsimile signature permitted for Bank only)
DOCUMENT MUST BE WITNESSED BY M&T BANK OFFICER OR NOTARY PUBLIC AT TIME OF SIGNATURE
WITNESSED BY M&T BANK OFFICER:
Authorized Signature Printed Name and Title Date:
NOTARY ACKNOWLEDGMENT
STATE OF )
: SS.
COUNTY OF )
On the ____________day of ____________, in the year 20________, before me, the undersigned, a Notary Public in
and for said State, personally appeared _______________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.
_________________________________________
Notary Public