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Home My WebLink AboutC2022-030 - 2/8/2022 - Approved DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D uocu�ign tnveiope IU:bU4UUt:Lf---ibLA-4ZL3]-tS4/Z-t3/lAub6UbJ/9 S CO-OPERATIVE PURCHASE AGREEMENT NO. 3855 7) Retail Fuel Card Services ORPOR 1 1852, THIS Retail Fuel Card Services Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (''City") and US Bank National Association ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). I Co-operative Agreement. Contractor has agreed to provide Retail Fuel Card Services in accordance with its agreement with Texas Smart Buy #946-M3 (the "Co-operative Agreement''), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide Retail Fuel Card Services in accordance with the Co-operative Agreement and the Political Subdivision Amendment, which is attached hereto as Attachment A. 3. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 4. Compensation and Payment. This Agreement is for an amount not to exceed $1,155,000.00, subject to approved amendments and changes. All pricing must be in accordance with the Co-operative Agreement or any successor agreement. Unless a downloadable credit card statement is provided, all invoices must be mailed to the following address: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 Co-operative Purchase Agreement Standard Form Page 1 of 3 DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D uocu6ign Envelope 1L).6L)4UL)EEh-16EA-4Zbl-t54/2-L3/]AUbZ3UbJ(9 5. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day taxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Erlinda Klubertanz Title: Interim Assistant Director for Asset Management Address: 5352 Ayers, Corpus Christi, Texas 78415 Phone: (361) 826-1903 Fax: (361) 826-4394 IF TO CONTRACTOR: US Bank National Association Attn: Mark Hess Title: Relationship Manager Address: 901 Marquette Avenue South, Minneapolis, MN 55402 Phone; (612) 436-6544 Fax: N/A 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D DocuSign Envelope ID:8D4CDEEF-18EA-42B1-8472-B71AC5806379 CONTRACTOR ' GNED by Scott Edstrom Signature: 21-12-20 18 11 07 GMT Printed Name: Scott Edstrom Senior Vice President Title: Date: December 20, 2021 CITY OF CORPUS CHRISTI ;!� Signed by: U CA" M2022-018 Authorized By Josh Chronley 2-8-2022 Assistant Director, Contracts and Procurement Council 12/15/2021 Date: DS APPROVED AS TO LEGAL FORM: ATTEST: DocuSigned by 12/15/21 LEa7 � Rebecca Huerta Assistant City Attorney Date City Secretary Attached and Incorporated by Reference: Attachment A: Political Subdivision Amendment Incorporated by Reference Only: Co-operative Agreement: #946-M3 Page 3 of 3 Co-operative Purchase Agreement Standard Form DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D DocuSign Envelope ID:8D4CDEEI--18EA-42B1-8472-B71ACb8U53/9 [4bank. ATTACHMENT A--POLITICAL SUBDIVISION ADDENDUM This U.S. Bank Political Subdivision Addendum ("Political Subdivision Addendum") is an addendum to and modification of Contract No. 946M3-1859 dated April 26,2017(the"Agreement")between Texas Comptroller of Public Accounts("Customer")and U.S. Bank National Association ("U.S. Bank"). This Political Subdivision Addendum is effective upon signing by U.S. Bank ("Effective Date")and supersedes any previous and like addenda with the Political Subdivision. RECITALS A. Customer entered into the Agreement for the purpose of making available a Fleet Card Program("Card Program")described in the Agreement for use by Political Subdivisions; B. Customer allows Political Subdivisions to participate in the Card Program provided that Political Subdivision assumes all responsibility and liability for Political Subdivision's performance of the terms and conditions of the Agreement as if Political Subdivision was the entity signing the Agreement as the Customer. Customer is not liable for Political Subdivision under the Agreement or this Political Subdivision Addendum;and C. Political Subdivision has received a copy of the Agreement from Customer, and after a thorough review of the Agreement, desires to participate as a Political Subdivision under the Agreement. Political Subdivision is responsible for Political Subdivision's performance of the terms and conditions of this Political Subdivision Addendum as well as the Agreement as if Political Subdivision signed the Agreement as the Customer. Political Subdivision is not liable for the acts and omissions of the Customer under the Agreement or this Political Subdivision Addendum. AGREEMENT Now therefore, in consideration of the foregoing Recitals,the mutual premises and covenants set forth in the Agreement, and other good and valuable consideration,the receipt sufficiency of which is 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 Agreement. 2. Political Subdivision shall perform all duties, responsibilities and obligations required of Customer as set forth in the Agreement. U.S. Bank shall issue Cards 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 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 U.S. Bank can independently obtain such financial statements,the Political Subdivision will not be required to provide them. 4. Political Subdivision shall make payment to U.S. Bank for all Debt incurred by Political Subdivision and its Cardholders as provided in the Agreement. "Debt"means all amounts charged to a card or account including without limitation all amounts related to purchases,fees and other Charges that are owed to U.S.Bank by Political Subdivision and its Cardholders. 5. 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 Agreement and this Political Subdivision Addendum. 6. The notice address for Political Subdivision is: Political Subdivision: City of Corpus Christi Asset Management Department 5352 Ayers Corpus Christi TX 78415 Attn:Erlinda Klubertanz, Interim Assistant Director _ 7. Automated Clearinghouse ("ACH"). To receive rebate payments, Political Subdivision must register for ACH in the manner prescribed by U.S. Bank. U.S. Bank will not make any payments until Political Subdivision has registered for ACH. If Political Subdivision fails to register for ACH by the end of the first Addendum Year, Political Subdivision forfeits any payments for that Addendum Year and any subsequent Addendum Years in which Political Subdivision fails to register for ACH. Political Subdivision designates the following perspn to register P liti al Subdivision for ACH. Authorized Person's Name C-v -11'�Q rx K�LI�P I-'�qn Z._ Authorized Person's Email Address CcY(�.- "'C C - CG co CPS 1700031 TX Page 1 of 5 R 0412019 DocuSign Envelope ID: 1 B1 ECF3C-39A1-4229-AD97-3D7EE667692D DocuSign Envelope ID:8D4UI)EEF-18EA-42t31-8412-B/IAUbdUb3(9 [Mbank.. 8. The representations, warranties and recitals of Political Subdivision set forth in this Political Subdivision Addendum and the Agreement constitute valid, binding and enforceable agreements of Political Subdivision. All extensions of credit made pursuant to this Political Subdivision Addendum and the Agreement to Political Subdivision will be valid and enforceable obligations of Political Subdivision and Political Subdivision shall pay to U.S. Bank all Debts incurred by Political Subdivision in accordance with the terms of the Agreement and this Political Subdivision Addendum. The execution of this Political Subdivision Addendum and the performance of the obligations hereunder and under the Agreement 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. 9 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 executed this Political Subdivision Addendum by their duly authorized representatives. DATE:—1 U -1 -5- ZO� DATE: City of Corpus Christi U.S.Bank National Association Legal Name of Political Subdivision q (Signaturel/bf Autho"z d Individual) (Signature of Authorized Individual)---------- Josh Chronley (Printed Name of Authorized Individual) (Printed Name of Authorized Individual) Assistant Director of Contracts and Procurement Vice President (Printed Title of Authorized Individual) (Printed Title of Authorized Individual) ppro ei v 0�1� a tjZform: (Sig ure of Attorney Political Subdivision) Aimee qorn-Reed (PrkiintedNa',,qe of Attorney) CPS 1700031 TX Page 2 of 5 R 04/2019 DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D uuuJSiyfi r-muiupu iu.ou-+uur-r-r-jor-m-44D i-o4t4-Di irujovujt FLEET CARD Bni,pi L4.9k.7�-�.814.92 7 L ARC CORPORATKON.� VOYAGM ,rAUKA-' ld:J XYZ R(LL) 032U Implementation Information — TX Fleet ENTITY LEGAL NAME' CITY OF CORPUS CHRISTI NAME TO APPEAR ON CARD.' CITY OF CC 5-DIGIT CPA CO-OP CODE: CONTACT INFORMATION PROGRAM MANAGER (Primary) Name: ERLINDA KLUBERTANZ Title: BUSINESS MANAGER Address: P.O. BOX 9277 Phone. 361-826-1903 Fax: 361-826-4394 ------- Email: Erlinda0),cetexas.com BILLING CONTACT Name: BELINDA CORTEZ ----Title- FLEET OPERATIONS SUPERVISOR Address: P.O. BOX 9277 Phone: 361-826-1906 ---Fax: 361-826-4207 Email:— Belinda@cctexas.com FLEET CONTACT (Daily Contact)_ __ Name: BELINDA CORTEZ Title:-- FLEET OPERATIONS SUPERVISOR Address: P.O. BOX 9277 Phone-. 361-826-1906 Fax: 361-826-207 Email: Belinda&,cctexas.com -Financial Information -Provide financials* or web-based link to such Federal Tax ID number: 74-6000574—--- How many cards are needed: --- _ Estimated month)y or annual spend: Along with the addendum, please attach or submit your most recent annul �inMncial statement(s) according to the grid below. If the host recent annual financial statements are more than five (5) months old, please attach the most recent interim financial statements is well. Note: Entity's name on the financial statements must match exactly the Entity's name on this Application. Anticipated Monthly Charge Volume Financial Statements Required?— Years =< $50,000.00 Yes 1 $50,000.01 - $250,000,00 Yes 2 => $250,000.01 Yes 3 DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D Doci Envelope ID:8D4CDEEF-18EA-42Bl-84/2-B/IAU56UbJ(9 bank, Know Your Customer Required Information Collection Form W To help the United States government fight the funding of terrorism and prevent money laundering activities, U.S.Federal law requires all financial institutions to obtain, verify, and record information that Identifies each person (individual, corporation, partnership, trust, estate, or any other entity recognized as a legal person)who opens an account, U.S. Bank will ask for the legal name, address, tax identification number, and other identifying information that will assist us in completing the review of your contract/application.We may also ask for copies of certified articles of incorporation, an unexpired government-Issued business license, a partnership agreement,or other documents that indicate the existence and starring of the entity. U.S. Federal law also requires financial institutions to conduct ongoing customer due dil gence, verify the identity of beneficial owners of certain legal entities, and comply with U.S. Economic Sanctions. U.S. Bank may require identification information on Customer, its Affiliates, Related Parties, or Cardholders, if applicable, to allow U.S. Bank to remain in compliance with U.S. Federal law or U.S. Bank policy. Customer agrees to promptly provide such identification information to C.S. Bank, and Customer shall cause its Affiliates, Related Parties or Cardholders, if applicable, to provde identification information to U.S.Bank. How to complete this form: Answer all questions completely and thorough y, reviewing the requirements of each section.Do riot leave any section blank unless you quali`y unoer Section B. Provide the First, mii(if applicable), and last name for all individuals supplied on this form. Missing information will cause delays in processing.Abbreviations or acronyms are not acceptable Post Office Boxes or Personal Mailboxes are not acceptable, pease brovice physical address for any addresses provided.You must notify U.S Bank if any information contained in the form changes, Section A:Customer Information Company Name: CITY OF CORPUS CHRISTI (Provide the full legal name of the customer as it is captured on formation documents, this does not include DBA/Iraoe names or Operat ng As names(Examples Articles of Incorporation, Partnership Agreements,etc If the entity is a Sole Proprietorship, provide the full legal name of the Owner) Identification number: 74-6000574 -(TIN/EIN;SSN/I TIN) Legal Physical Address: 1201 LEOPARD ST, CORPUS CHRISTI,TEXAS 78469 Does your company have a Trade I/Doing Business As El Yes A No (DBA)name(s)? If Yes, brovde only the DBA(s)or trade i that are app icable to your relationship with U.S.Bank: Provide the DBA address(es)if it is different than the company address: Section 3: Exempt Entities-Do any of the below business types apply to your business? •If yes,check the boxes below that apply.Then complete Sections C and Section D only • If no, supply formation documents,if available and compete the entire form 1E U.S Department or Agency of any Federal,State or P6 tical Subdivision, including Innal governmental entities 0 U.S. Political Subdivision 171 Financial Institution that is regulated by a Federa or State Regulator 0 Any entity established under an interstate compact, including Indian soleal Governmental Entilies El An entity that is listed on the New York,NYSE Market LLC or NASDAQ stock exchanges-this only ace ies to U S operations El Subsidiary of a Pi Iraded parent-this only applies to U.S.operations and entities where equity of 511/6 or more is held by a listed entity Name of Exchange: Ticket Syrnlb& ——----------- Section C:Standard Due Diligence Questions-This section is required to be completed by all applicants 1 What is the,nature of your business? CITY GOVERNMENT (Include NAILS if known) 2 What s the legal structure of your business? (e.g,,Corporation,Ornited Partnership/LLP,Not fo(Prolit Organization, CITY GOVERNMENT LLC,Single Mernblor I LG,Sole Proprietor) 3 What is the comoany's country of formation? UNITED STATES 4 What is To country of primary lousiness operations for the cor-i UNITED STATES 5 What is tre cornpany's expected monthsy value o(U S.Bank!ncominq and So outgoing international(00S[Oe of the U.S)activity? (If none,please indicate with$0.None and NIA are not allowed.) ------------ Page 1 of 2 DocuSign Envelope ID: 1131 ECF3C-39A1-4229-AD97-3D7EE667692D DocuSign Envelope ID:8D4CDEEF-18EA-42B1-8472-B71AC5806379 6 Does the company provide any of the following services to your custorners? If Yes,which service? --------- .............. Check cashing services 0 Yes A No Issue or cash travelers checks or money orders 0 Yes A No Provide money transmission or foreign exchange services N Yes 0 No Offer prepaid cards 0 Yes M No 7 What is the company's estirnated or projected annual revenue(USD)? S (If you do not have revenue, crevice the estimated annual budget) (If none,please indicate with$0. None and NIA are not allowed.) 8 What is the purpose of this account? FUEL CREDIT CARDS__ Section D: Related Parties-If there are more than three(3)individuals, make a copy of this page and complete it Pf0V Cl(�,noe,0'tl`e`0 10W f`9 treilln: S:,elecl a Rki!p: •Date of Birth(mmlddi OR Authorized Signer- the icivoua �J Ha uthon •Physical Residential Address(preferred)CA Executor •Physical Business Address OR f 1 othorized Signer ��1�-Q � �f d f C� CT 0 Executor ON,,!ddleinameame 2 0 Authorized Signor 0 Executor 0 No middle name 3 1 Authorized Signer El Executor E❑I No middle name bane, (0 2020 U.S.Bank.All trademarks are the property of their respective owners,U.S.Bank Customer Confidential Know Your Customer Required Information Collection Form "age 2 of 2 08-0006-01(Bev.7120)CAT le8928336