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State of Minnesota -U.S. Bank Commercial Card Solutions -Participating Addendum <br />Contract# 75413 Purchasing Card Contract# 75427 Fleet Card <br />Appendix A, Document 3 -U.S. Bank Fleet Card Agreement <br />12. CONFIDENTIALITY. <br />A. U.S. Bank considers the Fleet Card Program lo be a unique service involving proprietary information of U.S. Bank. <br />Government Entity agrees that Fleet Card Program reports, manuals, documentation and related materials <br />(whether or not in writing) will be cl_rculated only to persons, and only to the extent necessary, in order that <br />Government Entity may participate In the Fleet Card Program. Government Entity and Participants agree to take all <br />reasonable steps to safeguard such proprietary information and not to release such Information to any person or <br />party not essential to participation in the Fleet Card Program as herein described. <br />B. U.S. Bank agrees that ii will maintain all data relative to Government Entity's account(s) under the Fleet Card <br />Program as confidential information and will exercise the same standard of care and security to protect such <br />information as U.S. Bank uses to protect its own confidential information. U.S. Bank agrees to use such data <br />exclusively for the providing of services to Government Entity and Participants hereunder and not to release such <br />information to any other party; provided, however, that U.S. Bank may collect, maintain and, at its option, <br />disseminate information and data concerning charge activity which does not contain any direct or indirect <br />identification of Government Entity or Participants. <br />13. INDEMNIFICATION. <br />A. Except to the extent that any injury is due to Government Entity's or a Participant's negligent acts or omissions, <br />U.S. Bank shall indemnify and hold Government Entity and Participants harmless against all losses, damages, <br />costs, expenses and liability which may result in any way from any negligent or wrongful act or omission of U.S. <br />Bank, its agents, employees and subcontractors. U.S. Bank shall Indemnify and hold Government Entity and <br />Participants harmless against demands, claims, suits, or proceedings alleging infringement of any patent of the <br />United States, or any trademark, service mark, copyright or other proprietary right arising out of or incident to this <br />Fleet Card Agreement. <br />B. BANK SHALL IN NO EVENT BE LIABLE TO GOVERNMENT ENTITY FOR ANY CONSEQUENTIAL, SPECIAL, <br />INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE. <br />14. WARRANTIES. <br />A. The Parties agree that the failure of any of the below representations and warranties to be true during the term of <br />this Fleet Card Agreement shall constitute a material breach of this Fleet Card Agreement and the non-breaching <br />Party will have the right, upon notice to the other Party, to immediately terminate this Fleet Card Agreement and all <br />amounts outstanding hereunder shall be immediately due and payable. <br />B. Government Entity warrants that: <br />(i) The financial Information and all other information provided to U.S. Bank by Government Entity or its officers, <br />employees, agents, successors and assigns is true, complete and accurate; <br />(ii) This Fleet Card Agreement constitutes a valid, binding and enforceable agreement of Government Entity; <br />(iii) The transaction contemplated by this Fleet Card Agreement is within the scope of the normal course of <br />business and does not require further authorization for Government Entity to be duly bound by this Agreement; <br />(iv) The execution of this Fleet Card Agreement and the performance of its obligations under this Fleet Card <br />Agreement are within Government Entity's powers; have been authorized by all necessary action; and do not <br />constitute a breach of any agreement of Government Entity with any party; <br />(v) Government Entity has and continues lo comply with all applicable state and federal statutes, ordinances, <br />rules, regulations and requirements of governmental authorities as they relate to the use of the Fleet Card <br />and/or participation in the Fleet Card Program; <br />(v0 The execution of this Fleet Card Agreement and the performance of its obligations under this Fleet Card <br />Agreement will not cause a breach by ii of any duty arising in law or equity; and <br />(vii) Government Entity possesses the financial capacity to perform all of its obligations under this Fleet Card <br />Agreement. <br />C. U.S. Bank warrants that: <br />(i) This Fleet Card Agreement constitutes a valid, binding and enforceable agreement of U.S. Bank; <br />(ii) The execution of this Fleet Card Agreement and the performance of its obligations under this Fleet Card <br />Agreement are within U.S. Bank's powers; have been authorized by all necessary action; do not require action <br />by or approval of any governmental or regulatory body, agency or official; and do not constitute a breach of any <br />agreement of U.S. Bank with any party; <br />(iii) U.S. Bank has and continues to comply with all applicable state and federal statutes, ordinances, rules, <br />regulations and requirements of governmental authorities as they relate to the Fleet Card Program; <br />(iv) The execution of this Fleet Card Agreement and the performance of U.S. Bank's obligations under this Fleet <br />Card Agreement will not cause a breach by ii of any duly arising in law or equity; and <br />(v) U.S. Bank possesses the financial capacity to perform all of its obligations under this Fleet Card Agreement. <br />Page 23 of 37