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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 />17. SEVERABILITY. If any provision of the Contract, Including items incorporated by reference, Is declared or found to be
<br />illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising
<br />under such provisions; If the remainder of the Contract is capable of performance it will not be affected by the
<br />declaration or finding and will be fully performed.
<br />18, COPYRIGHT. The Contract Vendor shall save and hold harmless the State of Minnesota, its officers, agents, servants
<br />and employees, from liability of any kind or nature, arising from the use of any copyrighted or non-copyrighted
<br />composition, secret process, patented or non-patented invention, article or appliance furnished or used in the
<br />performance of the Contract.
<br />19. SURVIVABILITY. In addition to the 6.3 Survivorship of the Master Agreement Washington Contract, the following rights
<br />and duties of the State and Contract Vendor will survive the expiration or cancellation of the resulting Contract(s).
<br />These rights and duties include, but are not limited to the paragraphs on Indemnification, Hold Harmless, and Limitation
<br />of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Intellectual Property
<br />Indemnification, Publicity and Minnesota Reporting Requirements and Administrative Fees.
<br />20, IT ACCESSIBILITY STANDARDS. US Bank acknowledges and is fully aware of the accessibility requirements of
<br />Minnesota Statutes section 16E.03 and the State of Minnesota Accessibility Standards -available online at
<br />http://mn.gov/oeVpollcies-and-standards/accesslbllity/# or http://mn.gov/oeV -that incorporate both Section 508 of the
<br />Rehabilitation Act and Web Content Accessibility Guidelines 2.0 level 'AA'. The Standards apply to web sites, software
<br />applications, electronic reports and output documentation, training delivered in electronic formats (including, but not
<br />limited to, documents, videos, and webinars), among others. As upgrades are made to the
<br />software/products/subscriptions available through this Agreement, US Bank agrees to develop functionality which
<br />supports accessibility. If any issues arise due to nonconformance with the above mentioned accessibility Standards, US
<br />Bank agrees to provide alternative solutions upon request at no additional charge to the State.
<br />21. E-VERIFY CERTIFICATION. For services in excess of $50,000, the Contract Vendor certifies that as of the date of
<br />services performed on behalf of the State, the Contract Vendor and all Its subcontractors will have implemented or be in
<br />the process of implementing the federal E-Verify program for all newly hired employees in the United States who will
<br />perform work on behalf of the State. This is required by Minnesota Statutes Section 16C.075. The Contract Vendor
<br />shall be responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor
<br />Certification Form available on MMD website www.mmd.admin.state.mn.us.
<br />All subcontractor certifications must be kept on file with the Contract Vendor and made available to the State upon
<br />request.
<br />22. SUBCONTRACTOR PAYMENT (When Applicable). In accordance with Minn. Stat. § 16A.1245, the Contract
<br />Vendor shall, within 10 days of receipt of payment from the State, pay all subcontractors and suppliers having an
<br />interest in the Contract their share of the payment for undisputed services provided by the subcontractors or suppliers.
<br />The Contract Vendor is required to pay interest of 1-1/2 percent per month or any part of a month to the subcontractor
<br />on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an
<br />unpaid, undisputed balance of $100 or more will be $10. For an unpaid balance of less than $100, the amount will be
<br />the actual penalty due. A subcontractor that takes civil action against the Contract Vendor to collect interest penalties
<br />and prevails will be entitled to its costs and disbursements, including attorney's fees that were incurred in bringing the
<br />action.
<br />The Contract Vendor agrees to take all steps necessary to comply with said statute. A consultant is a subcontractor
<br />under the Contract. In the event the Contract Vendor fails to make timely payments to a subcontractor or supplier, the
<br />State may, at its sole option and discretion, pay a subcontractor or supplier any amounts due from the Contract Vendor
<br />and deduct said payment from any remaining amounts due the Contract Vendor. Before any such payment is made to a
<br />subcontractor or supplier, the State shall provide the Contract Vendor written notice that payment will be made directly
<br />to a subcontractor or supplier for undisputed services. If there are no remaining outstanding payments to the Contract
<br />Vendor, the State shall have no obligation to pay or to see to the payment of money to a subcontractor except as may
<br />otherwise be required by law.
<br />23. SOFTWARE LICENSING & SOFTWARE LICENSING CLICK AGREEMENTS. The following language is added to all
<br />software license, software license click and maintenance agreements applicable to software utilized or sourced under
<br />this agreement, unless otherwise approved in writing through a duly executed amendment to the Contract by the
<br />Materials Management Division: Notwithstanding the foregoing, this contract shall not be construed to deprive the State
<br />of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability
<br />applicable to this contract or afforded to the State by Minnesota law.
<br />24. SECURITY AND DATA PROTECTION. Contract Vendor is responsible for the security and protection of the State data
<br />related to this ContracVAgreement. The terms, conditions, and provisions of this Security and Data Protection section
<br />take precedence and will prevail over any other terms, conditions, and provisions of the ContracVAgreement, if in
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