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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 B-Minnesota General Terms, Conditions and Specifications
<br />The State agrees that Contractor, Its principals, members and employees shall not be liable to the State for any actions,
<br />damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the goods provided or
<br />services performed hereunder for an aggregate amount in excess of $10,000,000 or the Contract amount, whichever is
<br />greater. This limitation of liability does not apply to damages for personal injury or death, or to Contractor's obligation to
<br />indemnify, defend and hold the State harmless against intellectual property infringement claims under paragraphs,
<br />INTELLECTUAL PROPERTY INDEMNIFICATION, and COPYRIGHT of this Contract. This indemnification does not
<br />include liabilities caused by the State's gross negligence or intentional wrong doing of the State. The State will not
<br />indemnify or hold harmless the Contract Vendor.
<br />5. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with
<br />all local, State and federal laws and regulations, including Minn. Stat.§ 181.59 prohibiting discrimination and business
<br />registration requirements of the Office of the Minnesota Secretary of State.
<br />6. GOVERNMENT DATA PRACTICES. The Contract Vendor and the State must comply with the Minnesota Government
<br />Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the State contracting party is part of the judicial branch,
<br />with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the
<br />same may be amended from time to time) as it applies to all data provided by the State to the Contract Vendor and all
<br />data provided to the State by the Contract Vendor. In addition, the Minnesota Government Data Practices Act applies to
<br />all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance
<br />with the Contract that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government
<br />Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access
<br />to Records of the Judicial Branch).
<br />In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor
<br />must immediately notify the State. The State will give the Contract Vendor instructions concerning the release of the
<br />data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release
<br />of the data by either the Contract Vendor or the State.
<br />The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless
<br />from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the
<br />Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial
<br />Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Contract. In the event
<br />that the Contract Vendor subcontracts any or all of the work to be performed under the Contract, the Contract Vendor
<br />shall retain responsibility under the terms of this article for such work.
<br />7. GOVERNING LAW. The Contract will be construed in accordance with and performance governed by the laws of the
<br />State of Minnesota. Except to the extent that the provisions of the Contract are clearly inconsistent therewith, the
<br />Contract shall be governed by the Uniform Commercial Code (UCC) as adopted by the State of Minnesota. To the
<br />extent the Contract entails delivery or performance of services, the services will be deemed "goods" within the meaning
<br />of the UCC, except when to deem such services as "goods" is unreasonable. Venue for any court action related to the
<br />Contract and/or the Participating Addendum, Software Licenses and/or Software License Click Agreements will be in
<br />State court located in Ramsey County, Minnesota.
<br />8. JURISDICTION AND VENUE. The Contract, its amendments and supplements thereto, shall be governed by the laws
<br />of the State of Minnesota. Venue for all legal proceedings arising out of the Contract or breach thereof shall be in the
<br />State or federal court with competent jurisdiction in Ramsey County, Minnesota. The Contract Vendor voluntarily agrees
<br />to be subject to the jurisdiction of Minnesota for all proceedings arising out of the Contract, or any breach thereof.
<br />9. HUMAN RIGHTS/AFFIRMATIVE ACTION. The State requires affirmative action compliance by its Contract Vendors
<br />in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
<br />a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods
<br />and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative
<br />Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services,
<br />and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple award contract or
<br />not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated
<br />total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a
<br />single working day during the previous 12 months in Minnesota or in lhe stale where it has its principal place of
<br />business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn.
<br />R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stal.§ 363A.36, subd .. 1 and Minn. R. 5000.3400
<br />to 5000. 3600 that had more than 40 full-time employees within Minnesota on a single working day during the
<br />previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human
<br />Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have
<br />more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that
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