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 2 -U.S. Bank Commercial Card Master Agreement 2. Central Bill. Each Transaction is either posted to a Cardholder Account and rolled up to a Central Account for billing or billed directly to a Central Account. Government Entity will receive one or more central account Statements at the conclusion of each Billing Cycle for all Cardholder and/or Central Account Transactions. With respect to Transactions posted to a Cardholder Account and rolled up to a Central Account, the Cardholder receives a memo Statement showing his/her respective Transactions but with no amounl due. Government Entity receives a consolidated Statement, which includes the total amount due for all Cardholder Accounts and Central Accounts and is responsible for ensuring the balance due on the Statement is paid by the Due Date. 3. Billing Disputes. Billing disputes must be communicated in writing to U.S. Bank at the address specified in Section V.L. herein or the address provided on the Statement. U.S. Bank must receive written communication of a dispute within sixty (60) days of the date on the Statement on which the disputed or allegedly Incorrect Transaction first appeared. Association regulations govern the resolution of all billing disputes. 4. Merchant Category Dlsclalmer. Upon request by Government Entity, U.S. Bank may either prevent or restrict usage of its Card Products to selected Merchants based on Merchant Category Code. To the extent this is requested, the following disclaimers apply: a. Limitation of Liability. U.S. Bank can only enforce Merchant Category Code restrictions to the extent it receives accurate Merchant Category Code data with the Transaction authorization request. U.S. Bank has no liability for Transactions declined or approved contrary to the intent of Government Entity. b. Incorrect Merchant Category Codes. To the extent Government Entity believes a Merchant has not been assigned an accurate Merchant Category Code, U.S. Bank will advise the Association of the inaccuracy. Whether or not the Merchant Category Code is changed Is dependent upon applicable Association regulations. 5. Trailing Transactions. Upon cancellation of an Account, the Government Entity and/or Cardholder must cancel the billing of all reoccurring Transactions to the Account. D. Liability. U.S. Bank provides a variety of liability options. The availability of liabllily options may differ between Card Products. Liability option availability and the liability option(s) for which Government Entity has been approved is/are specified in the Participating Addendum. 1. Corporate Liability. Government Entity is solely liable to U.S. Bank for all billed Transactions. 2. Joint and Several Liability. Government Entity and the Cardholder are jointly and severally liable to U.S. Bank for all billed Transactions. 3. Contingent Liability. Cardholder is liable to U.S. Bank for all billed Transactions. Governmenl Entity has contingent liability, which means Government Entity is liable for any billed Transactions that are legitimate business charges and have not been previously reimbursed by Government Entity to the Cardholder. 4. Liability Exceptions. Government Entity may be liable for all billed Transactions, regardless of liability option specified in the Participating Addendum, in the following circumstances: a. Failure to Notify; Liability Exceptions. Government Entity shall immediately notify U.S. Bank of any of the following: (i) Termination of employment of any Cardholder; (II) Any lost or stolen Card for which the Government Entily has liability; (iii) Any compromised Account for which the Government Entity has liability; or (Iv) Any compromised information regarding Cards, Accounts or other sensitive data including, but not limited to, Account numbers, personal identification numbers, passwords, or Cardholder information. Government Entity shall provide sufficient information as may be requested by U.S. Bank for U.S. Bank to act on such notifications. Failure of Government Entity to provide notification may result in Government Entity's or Cardholder's liability to pay for all Transactions on such Cards and/or Accounts notwithstanding any liability option specified in the Participating Addendum. Liability is limited to period of time from when notification should have been received to when notification is actually received and only for those Transactions that U.S. Bank cannot either charge back to the Merchant or collect directly from the Cardholder. In any event, regardless of the liability option chosen, Cardholders liability will not exceed fifty U.S. Dollars ($50.00). E. Delinquency. if the amount shown on the Statement as the current amount due has not been paid to U.S. Bank by Government Entity and/or Cardholder by the Due Date, U.S. Bank shall have the following rights: 1. Suspension. U.S. Bank shall have the right to suspend any Account that is delinquent for a period exceeding two (2) Billing Cycles. 2. Cancellation. U.S. Bank shall have the right to cancel any Account that is delinquent for a period exceeding three (3) Billing Cycles. 3. Late Fees. U.S. Bank shall have the right to bill Late Fees on all delinquent Accounts, as specified in the Participating Addendum. 4. Collection Fees. U.S. Bank shall have the right to recover any reasonable legal fees and/or other expenses incurred in collecting any delinquent amount on a cancelled Account. Ill. SECURITY AND CONFIDENTIALITY A. Security. U.S. Bank and the Government Entity shall safeguard information regarding Cards, Account numbers, passwords, personal identification numbers, and other sensitive information provided by U.S. Bank in a manner that is no less stringent than those applicable to each Party's own proprietary information. Each Party will utilize each Party's Page 15 of 37