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State of Minnesota -U.S. Bank Commercial Card Solutions -Participating Addendum <br />Contract 1175413 Purchasing Card Contract II 75427 Fleet Card <br />Appendix A, Document 2 -U.S. Bank Commercial Card Master Agreement <br />C. Termination for Cause by Government Entity. Government Entity shall also have the right to terminate this Agreement <br />with respect to any Card Product and/or Ancillary Service provided on the Participating Addendum, or terminate this <br />Agreement in its entirety, by providing ten (10) days prior written notice of such termination to U.S. Bank upon one or more <br />of the following events: <br />1. U.S. Bank's reduction of Government Entity's PCL and/or AGL, as defined in Section I. B., has materially and <br />adversely affected Government Entity's utilization of any Card Product or the Commercial Card Program. <br />2. U.S. Bank's failure to reasonably perform in accordance with a material term of any written proposal and/or <br />presentation provided to Government Entity by U.S. Bank in contemplation of this Agreement, provided that: <br />a. Government Entity has worked with U.S. Bank to develop a sixty (60) day action plan to ensure U.S. Bank's <br />performance materially complies with any aforementioned proposal and/or presentation; and <br />b. U.S. Bank has failed to successfully complete all deliverables agreed to in the action plan. <br />D. Termination for Cause by U.S. Bank. U.S. Bank shall also have the right to terminate this Agreement with respect to any <br />Card Product and/or Ancillary Service provided on the Participating Addendum, or terminate this Agreement in its entirety, <br />by providing ten (10) days prior written notice of such termination to Government Entity upon one or more of the following <br />events: <br />1. A material adverse change in the business prospects or financial condition of the Government Entity. <br />2. The overall relationship is unprofitable for U.S. Bank, provided that: <br />a. U.S. Bank has worked with Government Entity to develop a sixty (60) day action plan to return the relationship to <br />profitablilty; and <br />b. Government Entity has failed to successfully complete all deliverables agreed to in the action plan. <br />E. Effect of Termination. Upon termination of this Agreement, all applicable Cards, Accounts, and/or related services shall <br />be deemed canceled as referenced in such termination notification. Such cancellation shall be effective upon notification <br />of termination to the other Party as referenced herein. Upon termination, Government Entity shall instruct all Cardholders <br />to destroy their Cards and/or any records of Account numbers. U.S. Bank shall terminate all applicable services <br />thereunder upon a stated termination date. Governmenl Entity shall remain liable for all Debts arising from the use of a <br />Card and/or Account prior to the termination date, in accordance with the liability options on the Participating Addendum. <br />F. Surviving Rights. Rights, obligations and/or liabilities that arise prior to the termination of this Agreement with respect to <br />any Card Product and/or Ancillary Service provided on the Participating Addendum, or termination of this Agreement in its <br />entirety, shall survive any such termination. <br />V. OTHER TERMS AND CONDITIONS <br />A. Intellectual Property. Government Entity and U.S. Bank each recognizes that it has no right, title or interest, proprietary <br />or othe!Wise, in or to the name or any logo, or Intellectual Property owned or licensed by the other. Government Entity and <br />U.S. Bank each agree that, without prior written consent of the other, it shall not use the name, any logo, or Intellectual <br />Property owned or licensed by the other. <br />B. No Third Party Beneficiaries or Claims. Any Commercial Card Program and/or Global Commercial Card Program <br />provided to Government Entity by U.S. Bank is for the sole and exclusive benefit of Government Entity and no other <br />persons or organizations shall have any rights and/or remedies arising under or in connection with this Agreement. <br />C. Limitation of Liability. NEITHER GOVERNMENT ENTITY, U.S. BANK, NOR ANY PARTY'S AFFILIATES, <br />REPRESENTATIVES AND ASSIGNS SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY FOR ANY <br />CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING LOST PROFITS) <br />EVEN IF SUCH PARTY HAD BEEN NOTIFIED OF THEIR POSSIBLE EXISTENCE. <br />D. Representations and Warranties. Each Party represents and warrants with respect to such Party that: <br />1. This Agreement constitutes a valid, binding and enforceable agreement; <br />2. The execution of this Agreement and the performance of the obligations hereunder are within such Party's powers; <br />have been authorized by all necessary action; do not require action by or approval of any governmental or regulatory <br />body, agency or official; and do not constitute a breach of any material agreement of such Party; <br />3. The execution of this Agreement and the performance of the obligations hereunder shall not cause a material breach <br />of any duly arising in law or equity; and <br />4. As of the date of this Agreement, such Party possesses the financial capacity lo perform all of its obligations under this <br />Agreement. <br />The Parties agree that the failure of any of the above representations and warranties to be true during the term of this Agreement <br />shall constitute a material breach of this Agreement and the non-breaching Party shall have the right to terminate this Agreement in <br />accordance with Section IV.B.3. <br />EXCEPT AS EXPRESSLY PROVIDED HEREIN, U.S. BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN <br />FACT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND <br />OF MERCHANTABILITY, EITHER TO GOVERNMENT ENTITY OR TO ANY OTHER PERSON OR THIRD PARTY, WITH <br />RESPECT TO THE COMMERCIAL CARD PROGRAM OR THE GLOBAL COMMERCIAL CARD PROGRAM PROVIDED BY U.S. <br />BANK OR ITS REPRESENTATIVES OR WITH RESPECT TO SOFTWARE SERVICES PROVIDED OR MADE AVAILABLE TO <br />GOVERNMENT ENTITY OR ANY OTHER PERSON FOR ITS USE BY U.S. BANK IN CONNECTION WITH THIS AGREEMENT <br />AND ANY SERVICE THEREUNDER. <br />E. Modification or Amendment. This Agreement shall not be modified or amended except by writing and signed by both <br />Government Entity and U.S. Bank. <br />Page 17 of 37