HomeMy WebLinkAboutUniversity of Iowa Participating Entity Addendum Bank Card - 4.17.2023CONFIDENTIAL
U.S. BANK
PARTICIPATING ENTITY ADDENDUM
This U.S. Bank Participating Entity Addendum ('Participating Entity Addendum") constitutes an addendum to and modification
of the U.S. Bank Commercial Card Master Agreement dated August 12, 2010 between the University of Iowa ("Customer") and U.S.
Bank National Association ("U.S. Bank") (the "Agreement"). This Participating Entity 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 Participating
Entity.
RECITALS
A. Customer has entered into the Agreement for the purpose of making available a Corporate Card, Purchase Card, and/or One
Card Program as described in the Agreement ("Card Program") for use by Participating Entities;
B. Customer is willing to permit Participating Entity to participate in the Card Program provided that Participating Entity assumes all
responsibility and liability for Participating Entity's performance of the terms and conditions of the Agreement as if Participating
Entity was the entity signing the Agreement as Customer. Customer shall not bear liability or responsibility for Participating
Entity under the Agreement or this Participating Entity Addendum; and
C. Participating Entity has received a copy of the Agreement from Customer, and after a thorough review of the Agreement,
desires to participate as a Participating Entity under the Agreement. Participating Entity assumes all responsibility and liability
for Participating Entity's performance of the terms and conditions of this Participating Entity Addendum as well as the
Agreement as if Participating Entity was the entity signing the Agreement as the Customer, but Participating Entity shall not be
liable for the acts and omissions of the Customer under the Agreement or this Participating Entity Addendum.
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 are incorporated herein by reference, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, all parties agree as follows:
1. Capitalized terms used in this Participating Entity Addendum and not otherwise defined in this Participating Entity Addendum are
used with the same respective meanings attributed thereto in the Agreement.
2. Participating Entity shall accept and 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 Participating Entity upon execution of this Participating
Entity Addendum by Participating Entity and U.S. Bank.
3. In order to determine credit qualifications for the Participating Entity, the Participating Entity shall provide U.S. Bank with the
last three (3) years of audited financial statements with this signed Participating Entity Addendum. The Participating Entity
shall provide to U.S. Bank annual financial statements thereafter. U.S. Bank will review the financial statements and notify the
Participating Entity of the approval or decline of its credit qualification. If such financial statements can be independently
obtained by U.S. Bank, the Participating Entity will not be required to provide such financial statements.
4. Participating Entity shall make payment to U.S. Bank for all Debt incurred by Participating Entity and its Cardholders as
provided in the Agreement. "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 Participating Entity and its Cardholders.
5. Participating Entity declares that Cards shall be used for official Participating Entity purchases only, and shall not be used for
individual, consumer purchases or to incur consumer debt. Participating Entity warrants that it possesses the financial capacity
to perform all of its obligations under the Agreement and this Participating Entity Addendum.
6. The notice address for Participating Entity is:
Participating Entity:
City of Waterloo
715 Mulberry St
Waterloo, IA 50703
Attn: Finance Department
7. The representations, warranties and recitals of Participating Entity set forth in this Participating Entity Addendum and the
Agreement constitute valid, binding and enforceable agreements of Participating Entity. All extensions of credit made pursuant
to this Participating Entity Addendum and the Agreement to Participating Entity will be valid and enforceable obligations of
Participating Entity and Participating Entity shall pay to U.S. Bank all Debt incurred by Participating Entity in accordance with
the terms of the Agreement and this Participating Entity Addendum. The execution of this Participating Entity Addendum and
the performance of the obligations hereunder and under the Agreement are within the power of Participating Entity, have been
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CONFIDENTIAL
authorized by all necessary action and do not constitute a breach of any agreement to which Participating Entity is a party or is
bound.
AUTHORIZATION AND EXECUTION.
Participating Entity certifies to U.S. Bank that the person executing this Participation Entity Addendum (1) is authorized by
Participating Entity in accordance with its organization rules and applicable law to bind Participating Entity to this Participation Entity
Addendum, (2) has the authority to incur Debt in the name of Participating Entity, (3) is an officer of Participating Entity, and (4) is
acting in his or her capacity as an agent of Participating Entity.
The signer represents and warrants that (1) he or she is duly authorized by an applicable Bylaw, Article or other corporate authority
to enter into all transactions contemplated by this Participation Entity Addendum, and (2) the signatures appearing on all supporting
documents of authority are authentic.
Signatures. In witness whereof, the Parties have, by their authorized representatives, executed this Participation Entity Addendum.
Date: 4/17/2023
Date:
City of Waterloo U.S. Bank National Association
Legal Name of Participating Entity
Otterran 9cr/
pIY'U
(Signature of Authorized Individual) (Signature of Authorized Individual)
Quentin Hart
(Printed Name of Authorized Individual) (Printed Name of Authorized Individual)
Mayor Vice President
(Printed Title of Authorized Individual) (Printed Title of Authorized Individual)
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