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 Appendix A, Document 1-Minnesota CPV Member Addendum MINNESOTA CPV MEMBER ADDENDUM For use only by CPVs of the State of Minnesota This Minnesota CPV Member Addendum constitutes an addendum to and modification of the Participating Addendum dated ("Participating Addendum") which was entered into by and between U.S. Bank National Association ("U.S. Bank") and the government entity of Minnesota ("Entity") and which constitutes an addendum to the WSCA-NASPO Contract dated January 1, 2014 between U.S. Bank and the State of Washington. This Minnesota CPV Member Addendum is entered into by and between U.S. Bank and the Minnesota CPV Member identified herein. This Minnesota CPV Member Addendum shall become effective upon signing by or on th'e behalf of both parties ("Effective Date") and supersedes any previous and like contracts or addenda with the Political Subdivision. RECITALS A. Entity has entered into the Participating Addendum for the purpose of making available a Purchase Card, One Card, Fleet Card or Corporate Card Program as described in the Participating Addendum for use by CPV Members located in the State of Minnesota: B. Entity is willing to permit Minnesota CPV Member to participate in the Card Program provided that Minnesota CPV Member assumes all responsibility and liability for Minnesota CPV Member's performance of the terms and conditions of the Participating Addendum as if Minnesota CPV Member was the entity signing the Participating Addendum as the government Entity. Entity shall not bear liability or responsibility for Minnesota CPV Member under the Participating Addendum or this Minnesota CPV Member Addendum; and C. Minnesota CPV Member has received a copy of the Participating Addendum from the Entity, and after a thorough review of the Participating Addendum, desires to participate as a Minnesota CPV Member under the Participating Addendum. Minnesota CPV Member assumes all responsibility and liability for Minnesota CPV Member's performance of the terms and conditions of this Minnesota CPV Member Addendum, as well as the Participating Addendum, as if Minnesota CPV Member was the entity signing the Participating Addendum as the Entity, but Minnesota CPV Member shall not be liable for the acts and omissions of Entity under the Participating Addendum or this Minnesota CPV Member Addendum. ADDENDUM Now therefore, in consideration of the foregoing Recitals, which are incorporated herein by reference, the mutual premises and covenants set forth in the Addendum, which are incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all parties agree as follows: 1. Definitions. Capitalized terms used in this Minnesota CPV Member Addendum and not otherwise defined ln this Minnesota CPV Member Addendum are used with the same respective meanings attributed thereto in the Participating Addendum. 2. Minnesota CPV Member Responsibility. Minnesota CPV Member agrees to accept and perform all duties, responsibilities and obligations required of the Entity as set forth in the Participating Addendum. Cards shall be issued to designated employees of Minnesota CPV Member upon execution of this Minnesota CPV Member Addendum by Minnesota CPV Member and U.S. Bank. 3. Financial Information. In order to determine credit qualifications for Political Subdivision, Minnesota CPV Member shall provide U.S. Bank with the last three (3) years of audited financial statements with this signed Minnesota CPV Member Addendum. Minnesota CPV Member shall provide to U.S. Bank annual financial statements thereafter. U.S. Bank wlll review the financial statements and notify Minnesota CPV Member of the approval or decline of its credit qualification. If such financial statements can be independently obtained by U.S. Bank, Minnesota CPV Member will not be required to provide such financial statements. 4. Payment. Minnesota CPV Member shall make payment to U.S. Bank for all Debt incurred by Minnesota CPV Member, its Cardholders and Accountholders as provided In the Minnesota CPV Member Addendum. "Debt" means all amounts charged to a card and/or account including without limitation all amounts related to purchases, fees and other Charges that are owed to U.S. Bank by Minnesota CPV Member, its Cardholders and Accountholders. 5. Authority. The representations, warranties and recitals of Minnesota CPV Member set forth in this Minnesota CPV Member Addendum and the Participating Addendum constitute valid, binding and enforceable Addenda of Political Subdivision. All extensions of credit made to Minnesota CPV Member pursuant to this Minnesota CPV Member Addendum and the Participating Addendum will be valid and enforceable obligations of Minnesota CPV Member and Minnesota CPV Member shall pay to U.S. Bank all Debts incurred by Minnesota CPV Member in accordance with the terms of the Participating Addendum and this Minnesota CPV Member Addendum. The execution of this Minnesota CPV Member Addendum and the performance of the obligations hereunder and under the Participating Addendum are within the power of Minnesota CPV Member, have been authorized by all necessary action and do not constitute a breach of any contract to which Minnesota CPV Member is a party or is bound. 6. Purpose of Card Use. Minnesota CPV Member declares that cards shall be used for official Minnesota CPV Member purchases only, and shall not be used for individual, consumer purchases or to incur consumer debt. Minnesota CPV Member warrants that it possesses the financial capacity to perform all of its obligations under the Participating Addendum and this Minnesota CPV Member Addendum. 7. Governing Law. Except as provided to the contrary herein, the law of the state of MN and applicable federal laws and regulations shall apply to all services provided by U.S. Bank under this Participating Addendum. Page 8 of 37