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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 />goods and/or services provided must meet all terms, conditions and specifications of the Contract and the ordering <br />document and be accepted as satisfactory by the Ordering Entity before payment will be issued. <br />Conditions of Payment. The Contract Vendor under the Contract must be in accordance with the Contract as <br />determined by the sole discretion of the State's Authorized Representative and be in accordance with all applicable <br />federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the <br />Office of the Minnesota Secretary of State. <br />11. TAXES. State Agencies are subject to paying Minnesota sales and use taxes. If orders are issued by CPV Members, <br />the Contract Vendor should confirm all of the tax requirements with the Ordering Entity. <br />12. DEFAULT. All commodities and services furnished will be subject to inspection and acceptance by the Ordering Entity <br />after delivery. No substitutions or cancellations are permitted without approval of the Ordering Entity. Back orders, <br />failure to meet delivery requirements, or failures to meet specifications in the purchase order and/or the Contract <br />authorizes the Ordering Entity to cancel the purchase order, or any portion of It, and purchase elsewhere. In the event <br />of default, the State reserves the right to pursue any other remedy available by law. A Contract Vendor may be <br />removed from the vendor's list, suspended or debarred from receiving a Contract for failure to comply with the terms and <br />conditions of the Contract, or for failure to pay the State for the cost incurred on the defaulted Contract. <br />13, INTELLECTUAL PROPERTY INDEMNIFICATION, The Contract Vendor warrants that any materials or products <br />provided or produced by the Contract Vendor or utilized by the Contract Vendor In the performance of the Contract will <br />not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the <br />event of any such claim by any third party against the State, the State shall promptly notify the Contract Vendor. The <br />Contract Vendor, al its own expense, shall indemnify, defend lo the extent permitted by the Minnesota Attorney <br />General's Office, and hold harmless the Stale against any loss, cost, expense, or liability (including legal fees) arising <br />out of such a claim, whether or not such claim is successful against the State. <br />If such a claim has occurred, or in the Contract Vendor's opinion is likely to occur, the Contract Vendor shall either <br />procure for the State the right to continue using the materials or products or replacement or modified materials or <br />products. If an option satisfactory to the State is not reasonably available, the State shall return the materials or <br />products to the Contract Vendor, upon written request of the Contract Vendor and at the Contract Vendor's expense. <br />This remedy is in addition to any other remedy provided by law. <br />14. PARTICIPATING ADDENDUM AMENDMENTS. Except as provided herein, the Participating Addendum shall be <br />modified only by written amendment duly executed by an authorized representative of the State and the Contract <br />Vendor. No alteration or variation of the terms and conditions of the Participating Addendum shall be valid unless made <br />in writing and signed by the parties as required by law. Every amendment shall specify the date on which its provisions <br />shall be effective. An approved Participating Addendum amendment means one approved by the authorized signatories <br />of the Contract Vendor and the State as required by law. <br />15. ADMINISTRATIVE PERSONNEL CHANGES. After execution of this Participating Addendum the State must be <br />notified of intended changes in the Contract Vendor's administrative personnel as soon as practicable. <br />16. NONVISUAL ACCESS STANDARDS, Pursuant to Minn. Stat.§ 16C.145, the Contract Vendor shall comply with the <br />following nonvisual technology access standards: <br />a. That the effective interactive control and use of the technology, including the operating system applications <br />programs, prompts, and format of the data presented, are readily achievable by nonvisual means; <br />b. That the nonvisual access technology must be compatible with information technology used by other individuals <br />with whom the blind or visually impaired individual must interact; <br />c. That nonvisual access technology must be integrated into networks used to share communications among <br />employees, program participants, and the public; and <br />d. Thal the nonvisual access technology must have the capability of providing equivalent access by nonvisual <br />means to telecommunications or other interconnected network services used by persons who are not blind or <br />visually impaired. <br />These standards are not applicable for installation of software or peripheral devices used for nonvisual access when the <br />information technology is being used by individuals who are not blind or visually impaired. <br />Page 34 of 37