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HomeMy WebLinkAboutAgenda Report - August 15, 2007 E-10AGENDA ITEM e'01 D CITY OF LODI COUNCIL COMMUNICATION !M AGENDA TITLE: Approve addendum to State of California Purchase Card Program (CAL -Card) MEETING DATE: August 15,2007 PREPARED B Y Management Analyst RECOMMENDED ACTION: Approve addendum to existing California Purchase Card Program. BACKGROUND INFORMATION: City of Lodi has participated in the California Purchase Card Program since 2000 using Master Services Agreement 5-06-99-01. The processing agent US Bank has created a new card processing platform, Total Systems and an online program management and reporting tool, Access Online. The agreement addendum is needed to participate in these new online systems. FISCAL IMPACT None FUNDING AVAILABLE: None aa��$�;A �4�tlm -63A J [Evans Budget Manager APPROVED: /�— :�� BkiiXing, City Manager ADDENDUM TO STATE OF CALIFORNIA PURCHASE CARD PROGRAM MASTER SERVICES AGREEMENT (DGS MSA 5-06-99-01) This Addendum ("Addendum") to the State of California Purchase Card Program Master Services Agreement (DGS MSA 5-06-99-01) (the "Agreement") between the Department of General Services ("DGS") on behalf of the State of California, and U.S. Bank National Association ND ("U.S. Bank"), is made this day of , 2007 by the ("Participating Agency") for the purpose of becoming a "partici pati ng Agency" as that term is defined in the Agreement. The Master Services Agreement DGS MSA 5-06-99-01 and its amendments are incorporated by reference and made a part of this Addendum. RECITALS: A. DGS has entered into the Agreement for the purpose of making available for ParticipatingAgency's use a purchase card program as described in the Agreement; and B. The Agreement contemplates the inclusion of Participating Agencies by a process of voluntary execution of an addendum; and C. The Participating Agency has received a copy of the Agreement and after thorough review of the Agreement desires to become Participating Agency as that term is defined in the Agreement. AGREEMENT: NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by reference, the mutual promises and covenants set forth in the Agreement, which is incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Participating Agency, and US. Bank agree as follows: 1. The Participating Agency agrees to accept and perform all duties, responsibilities and obligations required of Participating Agency as set forth in the Agreement. CAL -Cards shall be issued to employees of the Participating Agency upon execution of this Addendum by the Participating Agency and U.S. Bank. U.S. Bank shall submit invoice(s) to the Participating Agency at the address indicated herein. 2. U.S. Bank is authorized to place the seal or logo of the Participating Agency on the CAL -Cards issued to employees of the Participating Agency for the sole purpose of identifying the card for official use only. Such seal or logo shall be subject to use limitations as apply to the State seal on Page 3 of the Agreement. 3. The Participating Agency shall make monthly payments as provided in the Agreement to U.S. Bank of the full amount of the d1l monthly invoice by causing a check or checks or a warrant or warrants to be issued payable to the order of U.S. Bank on demand or by use of an Automated Clearing House or Electronic Data Interchangeto make such payment to U.S. Bank. 4. The Participating Agency shall provide U.S. Bank with a copy of its audited financial statements within sixty (60) days of completion and, upon request of U.S. Bank, such other financial information as may be reasonably requested. 5. Either party may terminate this Addendum at any time by giving a thirty (30) days written notice to the other party, whether or not such other party is in default. 6. The Participating Agency declares that CAL -Cards shall be used for official Participating Agency purchases only, and shall not be used for individual or consumer purchases nor to incur consumer debt. The Participating Agency warrants that it possesses the financial capacity to perform all of its obligations under the Agreement and this Addendum and the Participating Agency will not allow purchases to be made with CAL -Cards or incur any other financial obligation hereunder or under the Agreement prior to determining that existing appropriations available therefore are sufficient in amount to pay for such purchases or such other financial obligations. 7. The contact notice address for the Participant is: Program Manager Name Z<i9.0 Participating Agency Name 0 0� LO 0 1 Mailing Address P 0 B old Db City, Skate, Zip L01>)q'Y-:ZVF Email Address ) eou 8. The agreements of the Participating Agency set forth in this Addendum and the Agreement constitute valid, binding and enforceable agreements of the Participating Agency and all extensions of credit made pursuant to this Addendum and the Agreement to the Participating Agency will be valid and enforceable obligations of the Participating Agency in accordance with the terms of the Agreement and this Addendum. The execution of this Addendum and the performance of the obligations hereunder and under the Agreement are within the powers of the Participating Agency, have been authorized by all necessary action and do not constitute a breach of any agreement to which the Participating Agency is a party or is bound. The signer of this Addendum further represents and warrants that he or she is duly authorized by an applicable constitution, charter, code, law resolution or other governmental authority to enter into transactions of this nature. Participating Agency represents and warrants that this transaction is within the scope of the normal course of business and does not require further authorization for Participating Agency to be duly bound by this Addendum. This Addendum requires approval as to form by the Attorney for the Partici pati ng Agency. If this Addendum is not approved as to form by the Attorney for Partici pati ng Agency, the completion of the attached Certificate of Authority is required and must accompany this Addendum. Legal Z-0 1 U.S. Bank National Association ND of Authorized Individual) (Signature of Authorized Individual) QX 6V AW S Charles L. Wilkins Name of Authorized Individual) (Printed Name of Authorized Individual) /5vp4rf AIA -,A&M Vice President (Printed Title of Authorized Individual) (Printed Title of Authorized Individual) .. 0111 29- ZNVkA, .._�kn (Printed Name .A. CERTIFICATE OF AUTHORITY 1. Government Entity Information. This Certificate of Authority has been completed on behalf of the following government entity (the "Government Entity"): Government Entity Name: Federal Tax Identification Number: C`rry 0 GoA r Name I Title Si nature / 3. Execution Requirements. The governance rules relating to the Government Entity require the following number of At,thorized Persons lo sign the Documents for the Services (chooseonly one): _r One (1)Authorized Person Two(2)Authorized Persons 4. Execution. By signing the Documents. each individual signing in his or her capacity as an authorized signing officer of Company ana not in his or her personal capacity. certifies and warrants that (a) all action required by Company's organizational documents to authorize the signor(s) to act on behalf of Company in all actions taken unser the Documents. incUding but not limited to, the a.ithority to incur debt on behalf of Company, has been taken, (b) each signer is empowered in the name of and on behalf of Company to enter into all transactions and Services contemplated in the Doc.irnents and (c) the signatures appearing on all support.'ng documentsof aLthority are authentic. 5. Certification. I certify that I am the of the Government Entity, and as such, I certify that the Authorized Person(s) nasr'nave the full power and authority under applicable law and the governance rules relating to the Government Entity to execute and deliver to U.S. Bank, on behalf of the Government Entity, and to bind the Government Entity under, the Documents for the purpose of establishing and exlending the Services. I also certify that the name(s) and title(s) ofthe Authorized Person(s) set forth above are correct and that the signature appearing beside each name is a trLe ana genu,ne specimen of nislher signature. tr --f 130(0� R gn a of rig Above 0 nnot be an Authorized Person listed in Section 2) Date I ce t `that I am an officer of the Government Entity, and as such, I certify that the above-named Secretary or Assistant Se BtaN i. acting in such capacity on behalf of the Government Entity, the signature below is my genuine signature and the signature above is the genuine signature of such Secretary or Assistant Secretary. J Mrm -5 9 k�2660 OVA/7-Y G1111 MAV910Ert i Pri Name & TIUe of lr dividual signing Below R r 1 Atte6le6 by One Other individual of Government Entityn Signature Can not be an Authorized Person listed in Section 2) Date INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF AUTHORITY (COA) NOTE THAT AT LEAST THREE DIFFERENT INDIVIDUALS MUST SIGN THIS DOCUMENT - ONE I N SECTION 2, TWO I N SECTION 5 Section 1 Governmental Entity Information Enter the entity/agency name and the tax ID number on the document. Note that the entity/agency name must match exactly the name on the ParticipationAddendum and it must be the legal name of the entity. An exact match is required. Ifyou do not knowthe legal name please consult with your legal department. Section 2 Authorized Persons The individualwho signed the ParticipationAddendum must complete and sign Section 2 Section 3 Execution Requirement Check one box in Section 3 to indicate how many individuals (either 1 or 2) at your entity are required to sign legal documents on behalf of entity. Section 4 Execution No action required. Section 5 Certification The Secretary or Assistant Secretawof the organization is reauired to sign this section attestingto the signatures in Section 2. One other officerof the entity must sign as well below the signature of the Secretary or Asst. Secretary attesting to the signature of the Secretary or Asst. Secretary. Note: Two individuals most sign this section The individual(s) who signed in Section 2 cannot sign in Section 5 s or this document is invalid. QUESTIONS? CALL YOUR U.S. BANK REPRESENTATIVE!