HomeMy WebLinkAbout5.1000 Original ContractThis Political Subdivision Addendum "Political Subdivision Addendum is entered into, by and
between U.S. Bank National Association ND "U.S. Bank) and the Political Subdivision identified herein and
executing this Political Subdivision Addendum as "Political Subdivision and constitutes an addendum to
and modification of the Participating Addendum, dated December 6, 2007 (the "Participating Addendum
between the State of Washington (the "State and U S. Bank, which constitutes an addendum to the Master
Services Agreement 5- 06 -99 -01 dated October 19, 2006 (the "MSA between the State of California (the
"State of California and U.S. Bank This Political Subdivision Addendum shall become effective upon
signing by or on the behalf of U.S. Bank "Effective Date and supersedes any previous and like addenda
with the Political Subdivision.
RECITALS
A The State has entered into the Participating Addendum for the purpose of making available a Purchase
Card Program, Corporate Card Program and One Card Program as described in the Participating
Addendum and the MSA for use by the State Agencies and Political Subdivisions;
B. The State is willing to permit Political Subdivision's to participate in the Purchase Card Program,
Corporate Card Program and One Card Program, provided that Political Subdivision assumes all
responsibility and liability for Political Subdivision's performance of the terms and conditions of the
Participating Addendum and MSA as if Political Subdivision was the entity signing the Participating
Addendum and MSA as the State. Neither the State of California nor the State shall bear liability or
responsibility for Political Subdivision under the Participating Addendum, the MSA or this Political
Subdivision Addendum; and
C Political Subdivision has received a copy of the MSA and the Participating Addendum from the State,
and after a thorough review of the MSA and the Participating Addendum, desires to become a Political
Subdivision; provided that Political Subdivision assumes all responsibility and liability for Political
Subdivision's performance of the terms and conditions of this Political Subdivision Addendum, as well
as the MSA and Participating Addendum, as if Political Subdivision was the entity signing the MSA and
the Participating Addendum as the State, but Political Subdivision shall not be liable for the acts and
omissions of the State of California or State under the MSA, the Participating Addendum or this Political
Subdivision Addendum.
AGREEMENT
POLITICAL SUBDIVISION ADDENDUM
Now therefore, in consideration of the foregoing Recitals, which are incorporated herein by reference, the
mutual promises and covenants set forth in the MSA and the Participating 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. Capitalized terms used in this Political Subdivision Addendum and not otherwise defined in this Political
Subdivision Addendum are used with the same respective meanings attributed thereto in the MSA and
the Participating Addendum.
2. Political Subdivision agrees to accept and perform all duties, responsibilities and obligations required of
the State as such relates to State Agencies as set forth in the MSA and the Participating Addendum
Cards shall be issued to designated employees of Political Subdivision upon execution of this Political
Subdivision Addendum by Political Subdivision and U.S. Bank.
3. In order to determine credit qualifications for the Political Subdivision, the Political Subdivision shall
provide U S. Bank with the last three (3) years of audited financial statements with this signed Political
Subdivision Addendum. The Political Subdivision shall provide to U.S. Bank annual financial
statements thereafter. U.S. Bank will review the financial statements and notify the Political Subdivision
of the approval or decline of its credit qualification If such financial statements can be independently
obtained by U.S. Bank, the Political Subdivision will not be required to provide such financial
statements.
5.1000
4 Political Subdivision shall make payment to U S. Bank for all Debt incurred by Political Subdivision, its
Cardholders and Accountholders as provided in the MSA and the Participating 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 Political Subdivision, its Cardholders
and Accountholders.
5 Political Subdivision declares that cards shall be used for official Political Subdivision purchases only,
and shall not be used for individual, consumer purchases or to incur consumer debt Political
Subdivision warrants that it possesses the financial capacity to perform all of its obligations under the
MSA, the Participating Addendum and this Political Subdivision Addendum.
6. Effect of Early Termination on the Revenue Share Payment Under the One Card and Corporate
Card Programs Only.
A. Upon the termination of this Political Subdivision Addendum for cause by Political Subdivision or
without cause by U.S. Bank, U S. Bank will pay to Customer a pro rata portion of the Performance
and /or Volume Rebate based on the number of completed months between the start of the
Addendum Year through the effective date of said termination. The last Revenue Share calculation
and payment will be made within eight (8) months after the end of the Agreement Year to allow for
any Charge -offs. If any Revenue Share payment date falls on a non business day, Revenue Share
payments due shall be made on the next business day.
B. In the event that the Political Subdivision Addendum is terminated early without cause by the
Political Subdivision or with cause by U.S. Bank, in addition to any other remedies available to U.S.
Bank, this Revenue Share opportunity shall immediately terminate and no rebate shall be paid.
7 The representations, warranties and recitals of Political Subdivision set forth in this Political
Subdivision Addendum, the Participating Addendum and the MSA constitute valid, binding and
enforceable agreements of Political Subdivision. All extensions of credit made pursuant to this
Political Subdivision Addendum, the Participating Addendum and the MSA to Political Subdivision
will be valid and enforceable obligations of Political Subdivision and Political Subdivision shall pay
to U.S. Bank or Voyager, respectively, all Debts incurred by Political Subdivision in accordance with
the terms of the MSA, the Participating Addendum and this Political Subdivision Addendum. The
execution of this Political Subdivision Addendum and the performance of the obligations hereunder
and under the Participating Addendum and the MSA are within the power of Political Subdivision,
have been authorized by all necessary action and do not constitute a breach of any agreement to
which Political Subdivision is a party or is bound.
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8.
Political Subdivision
City of Port Angeles
P 0 Box 1150
321 E Fifth Street
Port Angeles, WA 98362
Attn: Yvonne Ziomkowski Carol Hagar
9. Authorization and Execution Political Subdivision represents and warrants that this transaction is within
the scope of the normal course of business and does not require further authorization for the Political
Subdivision to be duly bound by this Political Subdivision Addendum This Political Subdivision
Addendum requires approval as to form by the Attorney for the Political Subdivision. If this Political
Subdivision Addendum is not approved as to form by the Attorney for the Political Subdivision, the
completion of a Certificate of Authority is required and must accompany this Political Subdivision
Addendum.
In witness whereof, the parties have, by their duly authorized representatives, executed this Political
Subdivision.
0 h
Dated this 6 day of r?
r1
rig\ gency
£1 v?7.Gvice/
(4gnature of Authorized Individual)
City of Port Angeles,
Legal Name of Participa
Yvonne Ziomkowski
(Printed Name of Authorized Individual)
Finance Director
(Printed Title of Authorized Individual)
Appro ed as to form;
(SiFriature of Atforney for Participating Agency)
William E. Bloor
(Printed Name of Attorney)
The notice address for Political Subdivision is
200 9 by: Dated this I `i day of C c rv. 20)1) by:
U.S Bank National Associati
(Sign y(rep(Autb6rized Individual)
Jeffr y A ankin
(PrinteTName of Authorized Individual)
Senior Vice President
(Printed Title of Authorized Individual)
February 4, 2010
Thank you for participating in the State of Washington WSCA Program.
Please find enclosed a fully executed and approved Political Subdivision Addendum for
your records.
Sincerely,
Anna Cutler
Contract Services
Phone: 612- 973 -1443
Email- anna.cutler @usbank.com
Enclosure