04-02-2018 Council Work Session Packet

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State of Minnesota -U.S. Bank Commercial Card Solutions -Participating Addendum Contract# 75413 Purchasing Card Contract# 75427 Fleet Card 1. SCOPE & SERVICES 1.1 Scope This Participating Addendum ("Addendum") between the State of Minnesota ("Participating Entity") and U.S. Bank National Association ("U.S. Bank") relates to the WSCA-NASPO Contract led by the State of Washington. 1.2 Term & Termination of Contract and Participating Addendum The initial term of the WSCA-NASPO Contract led by the State of Washington is for 5 years (also defined as the base period) from January 1, 2014 through December 31, 2018, with the option to extend for up to two (2) years at the mutual agreement of the Lead State and U.S. Bank. The entire term shall not exceed seven (7) years. The Participating Addendum may be canceled by the Participating Entity or its Commissioner of Administration at any time, with or without cause, upon ninety (90) days written notice to U.S. Bank. In the event either party is in default, the Participating Addendum is subject to immediate cancellation to the extent allowable by applicable law. In the event of such a cancellation, the Participating Entity remains liable to U.S. Bank for those fees and charges already incurred at the time of termination and U.S. Bank shall be entitled to such payment. The effective date of this Participating Addendum shall be April 1, 2014 ("Effective Date of the Participating Addendum"). The term of the Participating Addendum shall run from the Effective Date of the Participating Addendum through the end of the term of the Contract unless the Participating Addendum is terminated earlier. The term of the Participating Addendum shall not exceed the term of the Contract. 1.3 Commencement of the New Revenue Share Opportunity for each Participating Entity The first revenue share payment pursuant to this Participating Addendum, if any is earned, shall be made within sixty (60) days after the end of the first Agreement Quarter. The first Agreement Quarter is defined as the first full Calendar Quarter which consists of the three (3) month calendar period beginning in January, April, July or October following the Effective Date of the Participating Addendum. 1.4 Final Revenue Share Opportunity Pursuant to the First WSCA contract for Renewing Entities U.S. Bank shall pay to each entity signing a Participating Addendum that is also currently participating under the Master Services Agreement number 5-06-99-01 dated October 19, 2006 between the State of California and U.S. Bank ("the First WSCA Contract") a final revenue share pursuant to the terms of the First WSCA Contract, if any is earned, calculated from the beginning of the final Agreement Quarter of that entity's participation in the First WSCA Contract to the last day of that Agreement Quarter (the "Final Revenue Share Payment"). The Final Revenue Share Payment, if any, shall be made within sixty (60) days after the end of the final Agreement Quarter under the First WSCA Contract. 1.5 Services This Addendum encompasses Category 1 and 2 of the WSCA-NASPO Contract 00612. Participating Entities may choose to use Category 1, Category 2, or both categories of the Contract. Category 1 -Purchasing, Travel, One Cards, Declining Balance/Managed Spend Cards. Category 2 -Fleet Cards. The State shall indicate which products they are requesting to use on the Minnesota CPV Member Product Offering list set out herein at Section 4. 2. PARTICIPATION 2.1 Participation Sign-up First Step: The State of Minnesota shall complete this required Participating Addendum for requested products in Category 1 and/or Category 2. The completed form shall be sent to the primary contact for the State of Washington for routing and processing. Second Step: The State of Minnesota must continue to be credit approved by the Contractor. Page 3 of 37