AG 08-117atei liaiIC��i
CITY OF FEDERAL WAY LAW DEPARTMENT
REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW /SIGNATURE ROUTING SLIP
1. ORIGINATING DEPT./DIV: FINANCE
2. ORIGINATING STAFF PERSON: JOANNE TIBBLES EXT: 2522 3. DATE REQ. BY: 9/11/08
4. TYPE OF DOCUMENT REQUESTED (CHECK ONE)
❑ PROFESSIONAL SERVICE AGREEMENT ❑ SECURITY DOCUMENT (E.G. AGREEMENT &
❑ MAINTENANCE /LABOR AGREEMENT PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND)
❑ PUBLIC WORKS CONTRACT ❑ CONTRACTOR SELECTION DOCUMENT
❑ SMALL PUBLIC WORKS CONTRACT (E.G., RFB, RFP, RFQ)
(LESS THAN $200 ,000) ❑ CONTRACT AMENDMENT AG #:
❑ PURCHASE AGREEMENT) ❑ CDBG
(MATERIALS, SUPPLIES, EQUIPMENT) OTHER
❑ REAL ESTATE DOCUMENT \
S. PROJECT NAME: PARTICIPATE IN STATE'S CONTRACT WITH US BANK'S PROCUREMENT CARD PROGRAM
6. NAME OF CONTRACTOR: V 01 � Dna kxr �
ADDRESS: t n L TELEPHONE
SIGNATURE NAME: i v 71 �_
TITL
7. ATTACH ALL EXHIBITS AND CHECK BOXES ❑ SCOPE OF SERVICES ❑ ALL EXHIBITS REFERENCED IN DOCUMENT
❑ INSURANCE CERTIFICATE *DOCUMENT AUTHORIZING SIGNATURE
8. TERM: COMMENCEMENT DATE: 9/30/2008 COMPLETION DATE: 10/31/2011 W /POSSIBILITY OF EXTENDING TO 2013
9. TOTAL COMPENSATION $0 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
❑ PURCHASING: PLEASE CHARGE TO: N/A
10. CONTRACT REVIEW L/DATE APPROVE INITIAL/DATE APPROVED
❑ PROJECT MANAGER \ lD
DIRECTOR 10 l
❑ RISK MANAGEMENT (IF APPLICABLE)
V LAW (,- a
W4 ;, -> N e fd S c Rr �s .tom` �`�►Ju• -y
IL CONTRACT SIGNATURE ROUTING INITIAL/DATE APPROVED INITIAL/DATE APPROVED
`LAW DEPARTMENT c. 7 116
❑ CITY MANAGER
• CITY CLERK eA
• SIGN COPY BAC O ORGINATING DEPT.
SIGNED AG# .�
n� ra raw, ro
H67 o ir
POLITICAL SUBDIVISION ADDENDUM
This Political Subdivision Addendum ( "Political Subdivision Addendum ") is entered into, by and
between U.S. Bank National Association ND ( "U.S. Bank) and the Political Subdivision identified herein and
executing this Political Subdivision Addendum as "Political Subdivision ", and constitutes an addendum to
and modification of the Participating Addendum, dated he G. 4, , 2007 (the "Participating
Addendum ") between the State of Washington (the "State ") and U.S. Bank, which constitutes an addendum
to the Master Services Agreement 5- 06- 99 -01, dated October 19, 2006, as amended (the "MSA ") between
the State of California (the "State of Califomia ") and U.S. Bank. This Political Subdivision Addendum shall
become effective upon signing by or on the behalf of U.S. Bank ( "Effective Date ") and supersedes any
previous and like addenda with the Political Subdivision.
RECITALS
A. The State has entered into the Participating Addendum for the purpose of making available a Purchase
Card Program, Corporate Card Program and One Card Program as described in the Participating
Addendum and the MSA for use by the State Agencies and Political Subdivisions;
B. The State is willing to permit Political Subdivision's to participate in the Purchase Card Program,
Corporate Card Program and One Card Program, provided that Political Subdivision assumes all
responsibility and liability for Political Subdivision's performance of the terms and conditions of the
Participating Addendum and MSA as if Political Subdivision was the entity signing the Participating
Addendum and MSA as the State. Neither the State of California nor the State shall bear liability or
responsibility for Political Subdivision under the Participating Addendum, the MSA or this Political
Subdivision Addendum; and
C. Political Subdivision has received a copy of the MSA and the Participating Addendum from the State,
and after a thorough review of the MSA and the Participating Addendum, desires to become a Political
Subdivision; provided that Political Subdivision assumes all responsibility and liability for Political
Subdivision's performance of the terms and conditions of this Political Subdivision Addendum, as well
as the MSA and Participating Addendum, as if Political Subdivision was the entity signing the MSA and
the Participating Addendum as the State, but Political Subdivision shall not be liable for the acts and
omissions of the State of California or State under the MSA, the Participating Addendum or this Political
Subdivision Addendum.
AGREEMENT
Now therefore, in consideration of the foregoing Recitals, which are incorporated herein by reference, the
mutual promises and covenants set forth in the MSA and the Participating Addendum, which are
incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, all parties agree as follows:
1. Capitalized terms used in this Political Subdivision Addendum and not otherwise defined in this Political
Subdivision_ Addendum are used with the same respective meanings attributed thereto in the MSA and
the Participating Addendum.
2. Political Subdivision agrees to accept and perform all duties, responsibilities and obligations required of
the State as such relates to State Agencies as set forth in the MSA and the Participating Addendum.
Cards shall be issued to designated employees of Political Subdivision upon execution of this Political
Subdivision Addendum by Political Subdivision and U.S. Bank.
3. In order to determine credit qualifications for the Political Subdivision, the Political Subdivision shall
provide U.S. Bank with the last three (3) years of audited financial statements with this signed Political
Subdivision Addendum. The Political Subdivision shall provide to U.S. Bank annual financial
statements thereafter. U.S. Bank will review the financial statements and notify the Political Subdivision
of the approval or decline of its credit qualification. If such financial statements can be independently
obtained by U.S. Bank, the Political Subdivision will not be required to provide such financial
statements.
4. Political Subdivision shall make payment to U.S. Bank for all Debt incurred by Political Subdivision, its
Cardholders and Accountholders as provided in the MSA and the Participating Addendum. "Debt"
means all amounts charged to a card and /or account including without limitation all amounts related to
purchases, fees and other Charges that are owed to U.S. Bank by Political Subdivision, its Cardholders
and Accountholders.
5. Political Subdivision declares that cards shall be used for official Political Subdivision purchases only,
and shall not be used for individual, consumer purchases or to incur consumer debt. Political
Subdivision warrants that it possesses the financial capacity to perform all of its obligations under the
MSA; the Participating Addendum and this Political Subdivision Addendum.
6. Effect of Early Termination on the Revenue Share Payment Under the One Card and Corporate
Card Programs Only.
A. Upon the termination of this Political Subdivision Addendum for cause by Political Subdivision or
without cause by U.S. Bank, U.S. Bank will pay to Customer a pro rata portion of the Performance
and /or Volume Rebate based on the number of completed months between the start of the
Addendum Year through the effective date of said termination. The last Revenue Share calculation
and payment will be made within eight (8) months after the end of the Agreement Year to allow for
any Charge -offs. If any Revenue Share payment date falls on a non - business day, Revenue Share
payments due shall be made on the next business day.
B. In the event that the Political Subdivision Addendum is terminated early without cause by the
Political Subdivision or with cause by U.S. Bank, in addition to any other remedies available to U.S.
Bank, this Revenue Share opportunity shall immediately terminate and no rebate shall be paid.
7. The representations, warranties and recitals of Political Subdivision set forth in this Political Subdivision
Addendum, the Participating Addendum and the MSA constitute valid, binding and enforceable
agreements of Political Subdivision. All extensions of credit made pursuant to this Political Subdivision
Addendum, the Participating Addendum and the MSA to Political Subdivision will be valid and
enforceable obligations of Political Subdivision and Political Subdivision shall pay to U.S. Bank or
Voyager, respectively, all Debts incurred by Political Subdivision in accordance with the terms of the
MSA, the Participating Addendum and this Political Subdivision Addendum. The execution of this
Political Subdivision. Addendum and the performance of the obligations hereunder and under the
Participating Addendum and the MSA are within the power of Political Subdivision, have been
authorized by all necessary action and do not constitute a breach of any agreement to which Political
Subdivision is a party or is bound.
8. The notice address for Political Subdivision is:
Political Subdivision:
CITY OF FEDERAL WAY
33325 8 AVENUE S
PO BOX 9718
FEDERAL WAY, WA 98063
Attn: JOANNE TIBBLES
9. Authorization and Execution. Political Subdivision represents and warrants that this transaction is within
the scope of the normal course of business and does not require further authorization for the Political
Subdivision to be duly bound by this Political Subdivision Addendum. This Political Subdivision
Addendum requires approval as to form by the Attorney for the Political Subdivision. if this Political
Subdivision Addendum is not approved as to form by the Attorney for the Political Subdivision, the
completion of a Certificate of Authority is required and must accompany this Political Subdivision
Addendum.
In witness whereof, the parties have, by their duly authorized representatives, executed this Political
Subdivision -41 _
Dated this ay of 200 by: Dated this f ' day of N1.200ffby:
CITY OF FEDERAL WAY U.S. Bank National Association
Legal Name of Partici Agency
(Signature of Authorized Individual) (Signat a of Authorized Individual)
::no � 4 as Robert T. Abele
(Printed Name of Authorized utthorized Individual) (Printed Name of Authorized Individual)
- &ai tc :Dlre d�r Executive Vice President
(Printed Title of Authorized Individual) (Printed Title of Authorized Individual)
Approved as t
(Signature of Attorne f ipating Agency)
//
(Prin d Name of Attorney)
POLITICAL SUBDIVISION ADDENDUM
This Political Subdivision Addendum ( "Political Subdivision Addendum ") is entered into, by and
between U.S. Bank National Association ND ( "U.S. Bank) and the Political Subdivision identified herein and
executing this Political Subdivision Addendum as "Political Subdivision ", and constitutes an addendum to
and modification of the Participating Addendum, dated , 2007 (the "Participating
Addendum ") between the State of Washington (the "State ") and U.S. Bank, which constitutes an addendum
to the Master Services Agreement 5- 06- 99 -01, dated October 19, 2006, as amended (the "MSA ") between
the State of California (the "State of California ") and U.S. Bank. This Political Subdivision Addendum shall
become effective upon signing by or on the behalf of U.S. Bank ( "Effective Date ") and supersedes any
previous and like addenda with the Political Subdivision.
RECITALS
A. The State has entered into the Participating Addendum for the purpose of making available a Purchase
Card Program, Corporate Card Program and One Card Program as described in the Participating
Addendum and the MSA for use by the State Agencies and Political Subdivisions;
B. The State is willing to permit Political Subdivision's to participate in the Purchase Card Program,
Corporate Card Program and One Card Program, provided that Political Subdivision assumes all
responsibility and liability for Political Subdivision's performance of the terms and conditions of the
Participating Addendum and MSA as if Political Subdivision was the entity signing the Participating
Addendum and MSA as the State. Neither the State of California nor the State shall bear liability or
responsibility for Political Subdivision under the Participating Addendum, the MSA or this Political
Subdivision Addendum; and
C. Political Subdivision has received a copy of the MSA and the Participating Addendum from the State,
and after a thorough review of the MSA and the Participating Addendum, desires to become a Political
Subdivision; provided that Political Subdivision assumes all responsibility and liability for Political
Subdivision's performance of the terms and conditions of this Political Subdivision Addendum, as well
as the MSA and Participating Addendum, as if Political Subdivision was the entity signing the MSA and
the Participating Addendum as the State, but Political Subdivision shall not be liable for the acts and
omissions of the State of California or State under the MSA, the Participating Addendum or this Political
Subdivision Addendum.
AGREEMENT
Now therefore, in consideration of the foregoing Recitals, which are incorporated herein by reference, the
mutual promises and covenants set forth in the MSA and the Participating Addendum, which are
incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, all parties agree as follows:
1. Capitalized terms used in this Political Subdivision Addendum and not otherwise defined in this Political
Subdivision Addendum are used with the same respective meanings attributed thereto in the MSA and
the Participating Addendum.
2. Political Subdivision agrees to accept and perform all duties, responsibilities and obligations required of
the State as such relates to State Agencies as set forth in the MSA and the Participating Addendum.
Cards shall be issued to designated employees of Political Subdivision upon execution of this Political
Subdivision Addendum by Political Subdivision and U.S. Bank.
3. In order to determine credit qualifications for the Political Subdivision, the Political Subdivision shall
provide U.S. Bank with the last three (3) years of audited financial statements with this signed Political
Subdivision Addendum. The Political Subdivision shall provide to U.S. Bank annual financial
statements thereafter. U.S. Bank will review the financial statements and notify the Political Subdivision
of the approval or decline of its credit qualification. If such financial statements can be independently
obtained by U.S. Bank, the Political Subdivision will not be required to provide such financial
statements.
4. Political Subdivision shall make payment to U.S. Bank for all Debt incurred by Political Subdivision, its
Cardholders and Accountholders as provided in the MSA and the Participating Addendum. "Debt'
means all amounts charged to a card and /or account including without limitation all amounts related to
purchases, fees and other Charges that are owed to U.S. Bank by Political Subdivision, its Cardholders
and Accountholders.
5. Political Subdivision declares that cards shall be used for official Political Subdivision purchases only,
and shall not be used for individual, consumer purchases or to incur consumer debt. Political
Subdivision warrants that it possesses the financial capacity to perform all of its obligations under the
MSA, the Participating Addendum and this Political Subdivision Addendum.
6. Effect of Early Termination on the Revenue Share Payment Under the One Card and Corporate
Card Programs Only.
A. Upon the termination of this Political Subdivision Addendum for cause by Political Subdivision or
without cause by U.S. Bank, U.S. Bank will pay to Customer a pro rata portion of the Performance
and /or Volume Rebate based on the number of completed months between the start of the
Addendum Year through the effective date of said termination. The last Revenue Share calculation
and payment will be made within eight (8) months after the end of the Agreement Year to allow for
any Charge -offs. If any Revenue Share payment date falls on a non - business day, Revenue Share
payments due shall be made on the next business day.
B. In the event that the Political Subdivision Addendum is terminated early without cause by the
Political Subdivision or with cause by U.S. Bank, in addition to any other remedies available to U.S.
Bank, this Revenue Share opportunity shall immediately terminate and no rebate shall be paid.
The representations, warranties and recitals of Political Subdivision set forth in this Political Subdivision
Addendum, the Participating Addendum and the MSA constitute valid, binding and enforceable
agreements of Political Subdivision. All extensions of credit made pursuant to this Political Subdivision
Addendum, the Participating Addendum and the MSA to Political Subdivision will be valid and
enforceable obligations of Political Subdivision and Political Subdivision shall pay to U.S. Bank or
Voyager, respectively, all Debts incurred by Political Subdivision in accordance with the terms of the
MSA, the Participating Addendum and this Political Subdivision Addendum. The execution of this
Political Subdivision Addendum and the performance of the obligations hereunder and under the
Participating Addendum and the MSA are within the power of Political Subdivision, have been
authorized by all necessary action and do not constitute a breach of any agreement to which Political
Subdivision is a party or is bound.
8. The notice address for Political Subdivision is:
Political Subdivision:
CITY OF FEDERAL WAY
333258 TH AVENUE S
PO BOX 9718
FEDERAL WAY, WA 98063
Attn: JOANNE TTBBLES
Authorization and Execution. Political Subdivision represents and warrants that this transaction is within
the scope of the normal course of business and does not require further authorization for the Political
Subdivision to be duly bound by this Political Subdivision Addendum. This Political Subdivision
Addendum requires approval as to form by the Attorney for the Political Subdivision. If this Political
Subdivision Addendum is not approved as to form by the Attorney for the Political Subdivision, the
completion of a Certificate of Authority is required and must accompany this Political Subdivision
Addendum.
In witness whereof, the parties have, by their duly authorized representatives, executed this Political
Subdivision
Dated this d of 200 by: Dated this day of _ _ 200 )by:
CITY OF FEDERAL WAY U.S. Bank National Association ND
Legal Name of Particip ' Agency
(Signature of Authorized Individual)
-- rho l ra a
(Printed Name of Authorized Individual)
l!naice D)rpelbr
(Printed Title of Authorized Individual)
(Signature of Authorized Individual)
Robert T. Abele
(Printed Name of Authorized Individual)
Executive Vice President
(Printed Title of Authorized Individual)
Approved as t
(Signature of Attorne f ipating Agency)
1 1 —f b tv°?N� //
( Printed Name of Attorney)
PARTICIPATING ADDENDUM
WESTERN STATES CONTRACTING ALLIANCE
MASTER STANDARD- AGREEMENT "6 -99 -01
FOR PURCHASE, CORPORATE (TRAVEL) AND ONE CARD SERVICES
WASHINGTON STATE CONTRACT NO. 03907
1. Scope and Services.
1.1 Scope. This Participating Addendum between the State of Washington ( "State ") and
U.S. Bank National Association* ND ( "U.S. Bank" or "Contractor ") is a participating
addendum ( "Participating Addendum ") to the Western States Contracting Alliance
( "WSCA') Master Standard Agreement 5- 06 -99 -01 for Purchase Card Services,
( "MSA "), dated October 19, 2006, as amended on November 1, 2006, between the
State of California and U.S. Bank.
The Participating Addendum is for the elective use for official government purchases
by the State and its departments, agencies, commissions, and boards, and
institutions of higher education, as listed in Schedule A attached hereto and
incorporated herein ( "State Agencies °) that are hereby authorized by the State to
participate under this Participating Addendum. The State acknowledges responsibility
for ensuring that all State Agencies listed comply with the terms of the Participating
Addendum. In addition, eligible political subdivisions, and nonprofit educational or
public health institutions ( "Political Subdivisions ") may participate at their discretion
and upon approval by U.S. Bank of their credit worthiness through a Political
Subdivision Addendum, as provided herein.
State Agencies and Political Subdivisions must each adhere to all applicable
Washington State statutes, authorities, and rules, as well as Office of Financial
Management ( "OFM ") and other state or internal policies and procedures when utilizing
any services under this Participating Addendum, including, but not limited.to RCW
43.19 and 42.52, WAC 236-48 and 292 -110, and OFM State Administrative and
Accounting Manual Chapter 45.
1.2 Services: This participating addendum includes purchase card services ( "Purchase
Card Program "), corporate (travel) card services ( "Corporate Card Program ") and
one card services ( "One Card Program ").
Page 1
t
2. Changes: The following provisions are hereby added to the MSA for purposes of this
Participating Addendum between State and U.S. Bank only:
2.1 Revisions:
2.1.1 All references to the following terms shall be replaced throughout the MSA
as follows:
a. "California" shall be changed to "Washington"
b. "Cal -Card" shall be changed to "Washington Purchase/Travel/OneCard
Program"
c. "Department of General Services" or "DGS" shall be changed to
"Department of General Administration" or "GA"
2.1.2 Section 5a(1) of the MSA shall be revised as follows:
... Conference may include, but not be limited to:..
a. Annual GA Training Conference and Trade Show
b. Other govemment- related purchasing card conferences as agreed by
the parties.
2.2 Additions:
2.2.1 "Purchase Card Program Revisions" is included herein and incorporated by
reference as Attachment 2.1.1, and includes details related to the State of
Washington's incentive programs and other pertinent program information.
2.2.2 "State of Washington Standard Terms & Conditions" is included herein and
incorporated by reference as Attachment 2.1.2, and includes additional
details related to training, implementation, service expectations, reporting,
customer mappers, data ownership, and other pertinent program
information.
2.2.3 "U.S. Bank Commercial Card Master Agreement" is included herein and
incorporated by reference as Attachment 2.1.3.
2.2.4 "U.S. Country Addendum" is included herein and incorporated by reference
as Attachment 2.1.4.
2.2.5 "Participation Addendum to the Participating Addendum" is included herein
and incorporated by reference as Attachment 2.1.5, with "Authorized State
Agencies" attached as Schedule A.
2.2.6 "Political Subdivision Addendum" is included herein and incorporated by
reference as Attachment 2.1.6.
3. Primary Contact: Participating State's primary contact for this Participating Addendum is:
Name: Neva Peckham, Contract Specialist
State of Washington
Department of General Administration
Office of State Procurement
210 —11 Avenue SW, Room 201, Olympia, WA 98504 -41017
Telephone: 360- 902 -7245
Fax: 360 -586 -2426
E -mail: npeckha @ga.wa.gov
Page 2
M!,f
4. Subcontractors: The following subcontractor(s) are authorized to perform services: NONE.
5. Services Agreement Number: All Purchase Orders issued by State Agencies or Political
Subdivisions pursuant to this Participating Addendum shall include WSCA Master Agreement
number. 5- 06- 99 -01.
6. Contract Number. The contract number for the State is 03907.
7. Purchase Orders: All states issuing valid Purchase Orders will be bound by the terms and
conditions of the MSA including, without limitation, the obligation to pay Contractor (as defined
herein) for services and equipment provided. The parties acknowledge and agree that orders
submitted to Contractor from State through the State's Business Procurement Card are
authorized Purchase Orders under the MSA.
8. Effective Date: This Participating Addendum shall be effective upon approval by the State
and as evidenced by the signing of both parties below, the later date of which will be the
effective date ( "Effective Date ").
This Participating Addendum and all attachments hereto and the MSA together with its exhibits,
set forth the entire agreement between the parties with respect to the subject matter of all
previous communications, representations or agreements, whether oral or written, with respect
to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to
the terms and conditions of this Addendum and all attachments hereto and the MSA, together
with its exhibits, shall not be added to or incorporated into this Addendum and all attachments
hereto or the MSA and its exhibits, by any subsequent purchase order or otherwise, and any
such attempts to add or incorporate such terms and conditions are hereby rejected. The terms
and conditions of this Addendum and all attachments hereto and the MSA and its exhibits shall
prevail and govern in the case of any such inconsistent or additional terms.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the
date of execution by both parties below.
State of Washinaton
U.S. Bank National Association N.D.
By:
Name:
Title: cam. 1/tc.!� P��t —
Date: / i – . 5 42
Page 3
Date: �� 1 C to 60(
ATTACHMENT 2.1.1
PURCHASE CARD PROGRAM REVISIONS
Page 4
1,
ATTACHMENT 2.1.1
PURCHASE CARD PROGRAM REVISIONS
Whereas, the Section 4 of Exhibit A to the MSA provides that States may sign on the MSA and include its own terms
and conditions; and
Whereas, the State agrees to participate under the MSA subject to the use of its own terms and conditions through
the use of this Participating Addendum;
Whereas, the parties wish to modify the MSA, pursuant to this Participating Addendum between State and U.S. Bank
only, to include the following changes to the MSA as hereinafter set forth herein.
Now, therefore, in consideration of the promises, the mutual covenants set forth in the MSA and this Participating
Addendum, and other good and valuable consideration, the sufficiency and adequacy of which is acknowledged, State
and U.S. Bank agree to the terms and conditions contained below:
A. Exhibit A, Section B.2 of the MSA is hereby deleted in its entirety and replaced with the following language:
2. Period of Performance
The period of performance of this Participating Addendum shall be five (5) years from the Effective Date of this
Participating Addendum, with one two-year extension option available ("Agreement Term') and shall continue
thereafter until terminated by either State or U.S. Bank upon ninety (90) days prior written notice to the non-
terminating party; unless terminated early in accordance with the terms and conditions of the MSA or this
Participating Addendum.
B. The following language is hereby added to Exhibit A, Section B to the MSA as Section 20:
20. Participation Sign Up
After State has been credit qualified by the Contractor, the Contractor will establish card Accounts for State
Agencies designated by the State as those State Agencies allowed to participate under this Participating
Addendum, as set forth in Schedule 2.1.5, attached hereto and incorporated herein. In addition, State may
designate to the Contractor in writing additional State Agencies during the term of this Participating Addendum.
State Agencies on the list shall be reliant upon State for their annual funding. In other words, these State Agencies
are appropriated funds to pay for the charges on the card accounts issued to the employees of these State
Agencies. State has the right to exclude any State Agency from the contract by providing written notice to the
Contractor. Those State Agencies qualified at the time of signing are listed on the Authorized State Agencies
Addendum attached hereto as Attachment 2.1.5 to this Participating Addendum.
Political Subdivisions that are not reliant upon State for their annual funding can also participate under this
Participating Addendum. These Political Subdivisions must be credit qualified on their own and must sign a
Political Subdivision Addendum. The Political Subdivision Addendum is attached hereto as Attachment 2.1.6 to this
Particpating Addendum.
C. The following language is hereby added to Exhibit A, Section B to the MSA as Section 21:
21. financial Information (The State)
Contractor agrees to obtain State's financial information from State's website when available. In the event such
information is not available on State's website, State shall deliver to Contractor as soon as available, and in any
event not later than one hundred eighty (180) days after the end of each fiscal year of State, State's audited
financial statements. The State further agrees to provide to the Contractor from time to time, such other information
regarding the business, operations, affairs and financial condition of State as Contractor may reasonably request.
State authorizes the Contractor to obtain from time to time, from any other source, including an affiliate of U.S.
Bancorp, any credit or financial information on State held by such source. In the event that State has provided the
Page 5
foregoing financial information pursuant to another relationship between State and the Contractor, or between State
and any affiliate of U.S. Bancorp and if such financial information is available to the Contractor, State will be
deemed to have complied with the requirements of this section.
D. The following language is hereby added to Exhibit A, Section B t0 the MSA as Section 22:
22. Financial Information (Political Subdivisions)
To become credit qualified each Political Subdivision must provide the last three (3) years of audited financial
statements with their signed Political Subdivision Addendum and annual financial statements thereafter. The
Contractor will review their financial statements and provide notice to each Political Subdivision of their approval or
decline of credit qualification. If satisfactory financial information can be found on the Political Subdivision's web
site, the Contractor will not require the Political Subdivision to provide information that it can obtain on its own.
E. The following language Is hereby added to Exhibit A, Section B tD the MSA as Section 23:
23. Credit Limits and Credit Line
Based on the available financial information, Contractor shall establish a Credit Limit for each Account and an
aggregate Credit Line for all Accounts established pursuant to this Agreement.
A. Revising the Credit Line. Contractor, at its sole discretion, shall have the right to revise the aggregate
Credit Line for all Accounts. Examples of when U.S. Bank may revise the aggregate Credit Line(s) include, but
are not limited to, material changes related to the financial condition of the State or significant changes to the
State's Card Program performance where it becomes a risk to U.S. Bank to continue the current Credit Line(s).
Contractor shall provide contemporaneous notice to State of any decrease in the Credit Line that results in a
revised Credit Line that is lower than the aggregate current amount due on all Accounts. Upon such event,
State shall have ten (10) days to make a payment to Contractor on one (1) or more Accounts that is sufficient
to reduce the outstanding aggregate amount due to an amount that is less than the revised Credit Line.
B. Revising Credit Limits. Contractor, at its sole discretion, shall have the right to revise Credit Limits on
individual Accounts. Contractor will provide quarterly reports through its online reporting system, Access
Online, indicating current credit limits for all State Agencies and Political Subdivisions participating in this
agreement.
1. Customer Accounts. Contractor shall provide contemporaneous notice to the State of any decrease in
a Credit Limit which results in a revised Credit Limit that is lower than the current amount due on the
Account. Prior to the effective date of any decrease in the Credit Limit, the State shall have ten (10)
days to make a payment to Contractor on the Account that is sufficient to reduce the outstanding
amount due for such Account to an amount that is less than the revised Credit Limit.
2. Cardholder Accounts. Contractor, at its sole discretion, has the right to revise Credit Limits and /or limit
spending activity on any Cardholder Accounts.
Upon the request by the State, U.S. Bank may establish an emergency card program; the terms and conditions of
which will be subject to the written consent of both parties.
F. The following language is hereby added to Exhibit A, Section B to the MSA as Section 24:
24. Additional Information.
All Purchase Card Accounts shall be set up and maintained pursuant to the Contractor Purchase Card Program
policies and procedures. The State Agency or the Political Subdivision shall be liable for all purchases, fees,
finance charges and other charges incurred or arising by virtue of the use of a Purchase Card: The Contractor will
send to each State Agency and each Political Subdivision a monthly pilling Statement, which will itemize all charges
for the billing period. The amount shown on the Statement as "Total Payment Due" shall be due and payable in
U.S. Dollars within thirty (30) days after the date on the Statement. Payment will be posted upon date of receipt of
payment by Contractor. Payments received after a certain time may be posted as of the next business day. The
payment can be performed via EFT. Any account with an outstanding balance greater than thirty (30) days may be
subject to Account suspension. Any Account with an outstanding balance greater than. sixty (60) days may be
subject to cancellation. A one percent (1 %) late fee and/or delinquency fee will also be assessed to any account
that is greater than thirty (30) days past due. The late fee or delinquency fee will be assessed to the entire past
due amount. Disputes regarding charges or billings must be communicated to the Contractor in writing by mail or
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through Access Online and must be received by the Contractor within sixty (60) days after the date on the
Statement on which the disputed or incorrect charge first appeared.
The Contractor will handle all collection activity. While each Account is unique, in most instances, phone calls will
be made to Accounts that are thirty (30) days past due. These calls may be followed up with letters and other
collection activities, as dictated by individual circumstances.
G. The following language is hereby added to Exhibit A, Section B to the MSA as Section 25:
25. Survivability of Contract and Payment Obligations, Rights and Remedies.
Any and all contract obligations of Contractor, the State, State Agencies, or Political Subdivisions, including any
obligation to make payments as herein set forth, shall continue until fully performed. Any rights and remedies that
the State, State Agencies, Political Subdivision or Contractor may have with respect to each other arising out of
each party's performance of services or obligations hereunder shall survive the expiration or termination of this
Participating Addendum.
H. Incentive (Rebate) Programs: States which are members of the Western States Cooperative Alliance and which
have executed a Participating Addendum are entitled to the same Incentive (Rebate) Program contained in the MSA for
the length of State's Agreement Term, subject to the terms and conditions contained in this Participating Addendum.
Amendments to the MSA are not applicable to this Participating Addendum without the execution of an amendment
signed by U.S. Bank and State. Notwithstanding the foregoing, the parties agree to the following changes:
Section B.1., Average Transaction Incentive, of Exhibit F to the MSA is hereby deleted in its entirety and the
remainder of the provisions contained in Section B are renumbered sequentially starting with number 1.
New Section B.2., Prompt Payment Incentive, is hereby deleted in its entirety and replaced with the following
language:
2. Prompt Payment Incentive
A Prompt Payment Incentive will be given to each State Agency and Political Subdivision (see Table D.3 -
Prompt Payment Incentive). The Prompt Payment Incentive calculation is designed to provide an incentive to
each State Agency and Political Subdivision. The Prompt Payment incentive is based solely on the File Turn
.Days Payment Performance by each State Agency and Political Subdivision for each quarter (3 calendar
months). No Prompt Payment Incentive calculation shall be made unless the File Turn Days Payment
Performance for all account statements for each State Agency and Political Subdivision, individually, is equal
to or less than sixty (60) File Turn Days. "File Turn Days" means the number of days from the date U.S. Bank
funds a charge transaction to the date payment for that transaction is posted, inclusive of the beginning and
ending dates.
The Contractor will pay the dollar amount calculated by the fiftieth (50th) calendar day after the end of each
quarter (3 calendar months).
Note: If the aggregated incentive amounts (Volume Sales Incentive and Prompt Payment Incentive) are less
then seventy -five U.S. Dollars ($75.00) on a quarterly basis for any State Agencies or Political Subdivision, the
Incentive payments will be carried over to the next quarter.
Any Volume Sales Incentive and /or Prompt Payment Incentive payment made pursuant to this Participating
Addendum may be reduced to pay Overages as set forth in Section 2.2 of Attachment 2.1.2.
Section C., Administrative Fee, of Exhibit F to the MSA is deleted in its entirety and replaced with the following
language:
C. ADMINISTRATIVE FEE
The Contractor will reimburse the State an Administrative Fee. The Administrative Fee is a flat rate of
.001 (1/10 of 1 %) on the total sales for all State Agencies and Political Subdivisions and shall be payable
to the Department of General Administration and delivered to the State's Primary Contact as set forth
herein. Any Overages from a State Agency or Political Subdivision shall be subtracted from the State's
Administrative Fee as set forth in Section 2.2 of Attachment 2.1.2.
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Contractor will reimburse each State Agency an Administrative Fee. The Administrative Fee is a flat rate
of .003 (3/10 of 1 %) on the total sales for each State Agency.
The Contractor will reimburse each Political Subdivision an Administrative Fee. The Administrative Fee is
a flat rate of .003 (3/10 of 1 %) on the total sales for each Political Subdivision.
The Contractor will pay the dollar amount by the 5& calendar day after the end of each quarter (three (3)
calendar months). The Administrative Fee will be paid via a check to the State, State Agencies and Political
Subdivisions.
Section D.1, Average Transaction Incentive, of Exhibit F to the MSA is deleted in its entirety and the remainder
of the provisions contained in Section D are renumbered sequentially starting with number 1.
New Section DA., Volume Sales Incentive, of Exhibit F to the MSA is deleted in its entirety and replaced with
the following language:
1. Volume Sales Incentive
The following formula will be used to determine the Volume Sales Incentive for each State Agency
and Political Subdivision, respectively:
Quarterly Volume Sales (Individually for each State Agency) x.00493 = Quarterly Volume Sales
Incentive
Quarterly Volume Sales (Individually for each Political Subdivision) x .00493 = Quarterly Volume
Sales Incentive
New Section D.2., Prompt Payment Incentive, of Exhibit F to the MSA is deleted in its entirety and replaced with
the following language:
2. Prompt Payment Incentive
The following formula will be used to determine the Prompt Payment Incentive for each State Agency
and Political Subdivision:
(60 - Actual File Turn Days Performance) / 60) x .0060 X Invoice Amount = Prompt Payment Incentive
New Section D.3, Administrative Fee, of Exhibit F to the MSA is hereby deleted in its entirety and replaced with
the following language:
3. Administrative Fee
The following formula will be used to determine the Administrative Fees:
Total Sales for all State Agencies and Political Subdivisions x .0010 =State Administrative Fee
Total Sales for each State Agency x .0030 =State Agency Administrative Fee
Total Sales for each Political Subdivision x .0030 =Political Subdivision Administrative Fee
Section F.1, Customer Extract Files, of Exhibit F to the MSA is hereby deleted in its entirety and replaced with
the following language:
1. Customer Extract Files —Contractor will provide ten (10) customer extract files ( "Mapper") free of charge to the
State. Any requested Mappers beyond ten (10), will be at a cost of five thousand U.S. Dollars ($5,000.00) per
Mapper or as mutually agreed by the parties in writing.
I. Except to the extent that the MSA is expressly or implicitly modified by this Participating Addendum, all terms
and conditions of the MSA remain in full force and effect
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ATTACHMENT 2.1.2
STATE OF WASHINGTON
STANDARD TERMS AND CONDITIONS
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ATTACHMENT 2.1.2
State of Washington
Department of General Administration
Office of State Procurement (OSP)
1 - 1 : 11-P � ■:
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Contract No. 03907
Corporate Card, Purchase Card and One Card Services
Under the Authority of
Chapter 43.19 RCW
STANDARD TERMS AND CONDITIONS
1) STANDARD DEFINITIONS
This section contains definitions of terms commonly used by the State of Washington, Office of State
Procurement. Additional definitions may also be found in Chapter 43.19 RCW and WAC 236-48 -003 .
and all terms contained herein will be read consistently with those definitions.
ACCEPTANCE —The services have passed appropriate inspection. In the event that there is a
formal Acceptance Testing period required in the Solicitation document then acceptance is
formalized in writing. If there is no Acceptance Testing, acceptance may occur when the services
are delivered and inspected.
AGENCY -- Includes State of Washington institutions, the offices of the elective state officers, the
Supreme Court, the court of appeals, the administrative and other departments of state government,
and the offices of all appointive officers of the state. "Agency" does not include the legislature but
does include colleges, community colleges, and universities who choose to participate in State
Contract(s).
AMENDMENT -- For the purposes of this Participating Addendum, shall mean an agreement
between the parties to change this Participating Addendum after it is fully signed by both parties.
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Such agreement shall be memorialized in a written document describing the agreed upon change
including any terms and conditions required to support such change.
AUTHORIZED SIGNER — An Individual designated by each party, respectively, to legally bind
itself to the terms and conditions contained in the Participating Addendum and any resulting
Amendments or Addenda thereto.
BUSINESS DAYS -- Monday through Friday, 8:00 am. to 5:00 pm., Pacific Time, except for
holidays observed by the state of Washington.
CALENDAR DAYS — Consecutive days of the year including weekends and holidays, each of
which commence at 12:00:01 a.m. and end at Midnight, Pacific Time. When "days" are not
specified, Calendar Days shall prevail.
CONTRACT — An agreement, or mutual assent, between two or more competent parties with the
elements of the agreement being offer, acceptance, and consideration.
CONTRACT ADMINISTRATOR -- The person designated to manage the resultant Contract for
the State; the primary contact for the Purchasing Activity with Customers and Contractor on a
specific Contract.
CONTRACTOR — U.S. Bank National Association ND.
CONTRACTOR'S REPRESENTATIVES — Individual(s) designated by the Contractor to manage
the relationship between the parties.
CUSTOMER -- The authorized users of this Participating Addendum to include Washington State
Agencies (as defined in Attachment 2.1.5 attached hereto), Institutions of Higher Education, and
Political Subdivisions who are members of the Washington State Purchasing Cooperative.
OFFICE OF STATE PROCUREMENT — The organization within the Washington Department of
General Administration authorized under Chapter 43.19 RCW to develop and administer contracts
for goods and services on behalf of state agencies, colleges and universities, nonprofit
organizations, and local governments.
POLITICAL SUBDIVISIONS — Eligible local governments and nonprofit educational or public
health institutions who are members of the Washington State Purchasing Cooperative (as defined
below) and who are authorized to participate in this Participating Addendum, but must be self -
qualified, not reliant on the State's funding or credit, and who are liable for their own purchases and
debts under this Participating Addendum, independent from the State.
PROCUREMENT COORDINATOR -- The individual responsible for conducting a specific
Solicitation.
PURCHASING ACTIVITY — The Office of State Procurement or an Agency authorized by law to
conduct acquisition of materials, supplies, services, and/or equipment or delegated that authority by
the Office of State Procurement.
STATE -- The State of Washington acting by and through the Purchasing Activity.
VENDOR -- A provider of materials, supplies, services, and/or equipment.
WASHINGTON STATE PURCHASING COOPERATIVE: A group purchasing cooperative
consisting of members from State Agencies and higher education institutions, Washington state
cities, counties & municipalities or non -profit organizations with 501(C)3 tax status that are
receiving local, state or federal funds either directly or through a political subdivision. A current
member list is located at: https: // fortress. wa. gov /ga/inet/servlet/PCACoopListSv
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WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS) -- The Vendor registration
and Bidder notification system maintained by the Washington State Department of General
Administration located at: www.ga.wa.gov /webs
WSCA – Western States Contracting Alliance
WSCA Cal -Card Contract Number 5- 06 -99 -01 —The Agreement between State of California,
Department of General Services and US Bank National Association ND for purchase card services.
2) PRICING, INVOICE AND PAYMENT
2.1 STATEWIDE VENDOR PAYMENT REGISTRATION.
Contractors are required to be registered in the Statewide Vendor Payment system, prior to
submitting a request for payment under this Participating Addendum. Customers who are
Washington state agencies require registration to be completed prior to payment.
The Washington State Office of Financial Management (OFM) maintains a central contractor
registration file for Washington State agencies to process contractor payments.
To obtain registration materials go to hM:// www. ofm.wa.pov /accounting/vendors.M the form has
two parts; Part 1 is the information required to meet the above registration condition. Part 2 allows
the state to pay invoices electronically with direct deposit and is the state's most efficient method of
payment and you are encouraged to sign up for this form of payment..
2.2 PAYMENT, INVOICING AND DISCOUNTS, OVERAGES
Payment for the charges incurred by the State Agencies is the responsibility of, and will be made by,
each State Agency. Contractor acknowledges and agrees that each State Agency's budget, funded
by State Legislature, determines the overall credit worthiness for the State.
Payment for the charges incurred by each Political Subdivision who is an active member of the
Washington State Purchasing Cooperative (as defined above) and who has been credit qualified by
U.S. Bank is the sole responsibility of, and will by made by, each Political Subdivision.
Any Fraudulent Charges and/or Charge -offs are the sole responsibility of the each State Agency or
Political Subdivision, and will be paid out of the State Agency's or Political Subdivision's Revenue
Share, as applicable, (see Exhibit F of the MSA and Attachment 2.1.4, U.S. Country Addendum,
Schedule 2, Section A and B). Any Revenue Share (Volume Sales Incentive, Prompt Payment
Incentive, or Administrative Fee) payment to State Agencies or Political Subdivisions made
pursuant to this Participating Addendum may be reduced by the Contractor to cover any
accumulated Fraudulent Charges and/or Charge -offs for each respective State Agency or Political
Subdivision. In the event a State Agency's or Political Subdivision's Revenue Share does not cover
their Overages, the remaining Overage amount may be subtracted by the Contractor from the States
Administrative Fee as set forth in Attachment 2.1.1, Purchase Card Program Revisions, Section H
Incentive Rebate Programs, above. "Charge -off' means any amount due and owing to Contractor
or its affiliates by any State Agency or any Political Subdivision that remains unpaid for one
hundred fifty (150) days after the date that it was first billed. "Overage" means Fraudulent Charges
and/or Charge -offs that exceed the State Agency's or Political Subdivision's, as applicable, Revenue
Share.
Contractor shall provide a properly completed invoice to Customer. All invoices are to be delivered
to the address indicated in the purchase order.
Each invoice shall be identified by the associated Contract Number; the Contractor's Statewide
Vendor registration number assigned by Washington State Office of Financial Management
(OFM), the applicable Customer's order number, and shall be in U.S. dollars. Invoices shall be
prominently annotated by the Contractor with all applicable prompt payment and/or volume
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discount(s) and shipping charges unless otherwise specified in the Solicitation. Hard copy credit
memos are to be issued when the state has been overcharged.
Invoices for payment will accurately reflect all discounts due the Customer. Invoices will not be
processed for payment, nor will the period of prompt payment discount commence, until receipt of a
properly completed invoice denominated in U.S. dollars and until all invoiced items are received and
satisfactory performance of Contractor has been accepted by the Customer . If an adjustment in
payment is necessary due to damage or dispute, any prompt payment discount period shall
commence on the date final approval for payment is authorized.
2.3 LATE FEES
Under Chapter 39.76 RCW. if Customer fails to make timely payment(s), Contractor may invoice
for 1% per month on the amount overdue or a minimum of $1.00. Payment will not be considered
late if an automatic or electronic payment is released from Customer's bank, or a check or warrant is
postmarked, within the time specified. Notwithstanding the foregoing, U.S. Bank will automatically
charge a late fee if the payment is not posted by the time specified on the billing statement. The
U.S. Bank relationship manager will work with the State, the State Agency and/or Political
Subdivision, as applicable, to address late payment charges and reverse them as warranted.
If no terms are specified, net 30 days will automatically apply. Payment(s) made in accordance with
Contract terms shall fully compensate the Contractor for all risk, loss, damages or expense of
whatever nature and acceptance of payment shall constitute a waiver of all claims submitted by
Contractor. Payment for materials, supplies and/or equipment received and for services rendered
shall be made by Customer and be redeemable in U.S. dollars. Unless otherwise specified, the
Customer's sole responsibility shall be to issue this payment.
2.4 SALES REPORTS
The Contractor shall provide a Sales and Subcontractor Report to the Office of State Procurement on
a quarterly basis in the electronic format provided by the Office of State Procurement at:
httv://www.ga.wa.p-ov/Purchaselindex.html.
Reports must be submitted electronically within thirty (3 0) days after the end of the calendar quarter,
i.e., no later than April 30th, July 31st, October 31st and January 31st.
2.5 OVERPAYMENTS TO CONTRACTOR
Contractor shall refund to Customer the full amount of any erroneous payment or overpayment
under this Participating Addendum within thirty (30) days' written notice. If Contractor fails to
make timely refund, Customer may charge Contractor one percent (1 %) per month on the amount
due, until paid in full.
2.6 ADVANCE PAYMENT PROHIBITED
Advance Payments Prohibited — With the exception of the exempt purchases set forth in OFM
state Administrative and Accounting Manual Chapter 45, this section specifies that all payments
must be made after the delivery of products or services. With the exception of those exemptions
listed above, agencies cannot issue payment prior to the performance of work, per the Washington
State Constitution, Article VIII, Section 5, "Credit Not to be Loaned."
No advance payment shall be made for the Products and Services furnished by Contractor
pursuant to this Participating Addendum.
3) CONTRACTOR'S RESPONSIBILITIES
3.1 ESTABLISHED BUSINESS
Prior to commencing performance, or prior to that time if required by the Purchasing Activity, law
or regulation, Contractor must be an established business firm with all required licenses, fees,
Page 13
bonding, facilities, equipment and trained personnel necessary to meet all requirements and
perform the work as specified in the Solicitation. Contractor shall maintain compliance with these
requirements throughout the entire term of this Participating Addendum.
The Purchasing Activity reserves the right to require receipt of proof of compliance with said
requirements within ten (10) calendar days from the date of request, and to terminate this
Participating Addendum as a material breach for noncompliance with any requirement of this
paragraph.
3.2 SUPERVISION AND COORDINATION
Contractor shall:
1. Competently and efficiently, supervise and coordinate the implementation and completion of all
Contract requirements specified herein;
2. Identify the Contractor's Representative, who will be the principal point of contact for the
Purchasing Activity Contract Administrator concerning Contractor's performance under this
Participating Addendum.
3. Notify the Contract Administrator in writing of any change of the designated Contractor's
Representative assigned to this Participating Addendum; and
4. Violation of any provision of this paragraph may be considered a material breach establishing
grounds for Contract termination.
3.3 REGISTRATION WITH WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS)
Contractor shall be registered in the Contractor registration system, Washington's Electronic
Business Solution (WEBS) www.ga.wa.Eov /webs, maintained by the Washington State
Department of General Administration. Contractors already registered need not re- register. It is
the sole responsibility of Contractor to properly register with WEBS and maintain an accurate
Contractor profile in WEBS.
3.4 SERVICE EXPECTATIONS
Upon award of this Participating Addendum, Contractor shall:
1. Review the impact of the award of this Participating Addendum and take the necessary steps
needed to ensure that contractual obligations will be fulfilled.
2. Establish transition, implementation, training tasks, schedule, and timeline, including all
services set forth in WSCA Cal -Card Contract Number 5- 06- 99 -01, in coordination with
Procurement Coordinator and Customers to ensure successful statewide transition completion
no later than October 31, 2009.
3. Create and provide detailed transition, implementation, and training project plans to
Procurement Coordinator no later than thirty (30) days following execution of this Participating
Addendum. Procurement Coordinator shall review and have fourteen (14) days agree to the
schedules and details found in such project plans.
4. Agree to work with State and Customers to develop and secure a relationship with an
acceptable third -party provider, should it be necessary for the State to purchase a middleware
solution for the purpose of facilitating data exportation to the financial systems throughout the
State. In addition, at the State's request and subject to a written agreement between the parties,
Contractor agrees to forward any incentive or rebate earned by the State directly to the third
party provider.
5. Designate Contractor Representatives who will be responsible for addressing Customer issues
including, but not limited to:
a. Documenting all requests for Customer service and ensuring that Customer service
requests are completed in a timely manner.
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b. Providing Customers with regular and timely status updates related to Customer service
requests.
c. Notify Procurement Coordinator of any issues needing immediate attention, including
but not limited to:
i. Unsatisfied Customers
ii. Delinquent Accounts
iii. Unresolved Fraud Issues
6. Act as the lead and liaison between the merchant and Customer in resolving fraud claims.
7. Promote and marketthe use of this Participating Addendum to all authorized contract Customers.
8. At no additional charge, assist Customers in the following manner to make the most cost
effective, value based, purchases including, but not limited to:
a. Visiting Customer site and providing Customer with service/program recommendations
b. Providing best practice suggestions and recommendations
c. Custom export file assessment
d. Data analysis
3.5 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS
Any written commitment by Contractor within the scope of this Participating Addendum shall be
binding upon Contractor. Failure of Contractor to fulfill such a commitment may constitute breach
and shall render Contractor liable for damages under the terms of this Participating Addendum. For
purposes of this section, a commitment by Contractor includes: (i) Prices, discounts, and options
committed to remain in force over a specified period of time; and (ii) any warranty or representation
made by Contractor in its Response or contained in any Contractor publications, written materials,
schedules, charts, diagrams, tables, descriptions, other written representations, and any other
communication medium accompanying or referred to in its Response or used to effect the sale to
Customer .
3.6 TRAINING
In addition to Section 7 of the WSCA Cal -Card Contract Number 5- 06- 99 -01, in coordination with
the Program Coordinator, Contractor agrees to provide free of charge monthly web -based online
reconciliation software training. In addition, Contractor agrees to provide free of charge four (4)
onsite training sessions throughout the State of Washington, as agreed to by the parties. Additional
onsite training may be scheduled by Customer for a fee to be agreed upon by Customer and
Contractor, not to exceed $750.00 per day.
Such training shall be coordinated, scheduled, agreed to and documented in a detailed project plan
and submitted to Program Coordinator no later than thirty (30) days following the execution of this
Agreement.
3.7 OWNERSHIP /RIGHTS IN DATA
Customer and Contractor agree that all data and work products developed specifically for the State
and not as a normal part of the U.S. Bank Commercial Card Program (collectively called "Work
Product") produced pursuant to this Participating Addendum shall be considered work made for
hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq, and shall be owned by Customer .
Contractor is hereby commissioned to create the Work Product. Work Product includes, but is not
limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes,
techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings,
Software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies,
computer programs, films, tapes, and/or sound reproductions, to the extent provided by law.
Ownership includes the right to copyright, patent, register and the ability to transfer these rights and
all information used to formulate such Work Product.
ma
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If for any reason the Work Product would not be considered a work made for hire under applicable
law, Contractor assigns and transfers to Customer the entire right, title and interest in and to all
rights in the Work Product and any registrations and copyright applications relating thereto and any
renewals and extensions thereof.
Contractor shall execute all documents and perform such other proper acts as Customer may deem
necessary to secure for Customer the rights pursuant to this section.
Contractor shall not use or in any manner disseminate any Work Product to any third party, or
represent in any way Contractor ownership in any Work Product, without the prior written
permission of Customer . Contractor shall take all reasonable steps necessary to ensure that its
agents, employees, or Subcontractors shall not copy or disclose, transmit or perform any Work
Product or any portion thereof, in any form, to any third party.
Material that is delivered under this Participating Addendum, but that does not originate therefrom
("Preexisting Material'), shall be transferred to Customer with a nonexclusive, royalty -free,
irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such
Preexisting Material, and to authorize others to do so except that such license shall be limited to the
extent to which Contractor has a right to grant such a license. Contractor shall exert all reasonable
effort to advise Customer at the time of delivery of Preexisting Material furnished under this
Participating Addendum, of all known or potential infringements of publicity, privacy or of -
intellectual property contained therein and of any portion of such document which was not
produced in the performance of this Participating Addendum. Contractor agrees to obtain, at its own
expense, express written consent of the copyright holder for the inclusion of Preexisting Material.
Customer shall receive prompt written notice of each notice or claim of copyright infringement or
infringement of other intellectual property right worldwide received by Contractor with respect to
any Preexisting Material delivered under this Participating Addendum. Customer shall have the
right to modify or remove any restrictive markings placed upon the Preexisting Material by
Contractor.
3.8 LIENS, CLAIMS AND ENCUMBRANCES
All materials, equipment, supplies and/or services shall be free of all liens, claims, or encumbrances
of any kind, and if the Purchasing Activity or Customer requests, a formal release of same shall be
delivered to the respective requestor.
3.9 WARRANTIES
Contractor warrants that all materials, supplies, services and/or equipment provided under this
Participating Addendum shall be fit for the purpose(s) for which intended, for merchantability, and
shall conform to the requirements and specifications herein. Acceptance of any materials, supplies,
service and/or equipment, and inspection incidental thereto, by Customers hall not alter or affect the
obligations of the Contractor or the rights of the Customer.
3.10 MINORITY AND WOMEN'S BUSINESS ENTERPRISE (MWBE) PARTICIPATION
Contractor is not a Minority or Women's owned business, nor does any business with any
subcontractors under this Participating Addendum that would require regular MWBE reporting as it
relates to the performance of this Participating Addendum, provided however that Contractor as part
of the State of California's bid requirement did solicit Minority or Women owned businesses to
perform marketing activities in the State of California on behalf of Contractor. Contractor hereby
agrees to report to State any MWBE participation from any business activities undertakings that
would impact performance of this Participating Addendum.
4) CONTRACT ADMINISTRATION
4.1 LEGAL NOTICES
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Any notice or demand or other communication required or permitted to be given under this
Participating Addendum or applicable law (except notice of malfunctioning Equipment) shall be
effective only if it is in writing and signed by the applicable party, properly addressed, and either
delivered in person, or by a recognized courier service, or deposited with the United States Postal
Service as first -class mail, postage prepaid or by electronic mail, to the parties at the addresses e-
mail addresses provided in this section. For purposes of complying with any provision in this
Participating Addendum or applicable law that requires a "writing," such communication, when
digitally signed with a Washington State Licensed Certificate, shall be considered to be "in writing"
or "written" to an extent no less than if it were in paper form.
To Contractor at:
U.S. Bank National Association ND
Attn: Contract Services
200 South Sixth Street
26 Floor
Minneapolis, MN 55402
Phone: 612 - 973 -0000
Fax:
E -mail:
To Purchasing Activity at:
State of Washington
Office of State Procurement
Attn: Neva Peckham
PO Box 41017
Olympia, WA 98504 -1017
Phone: 360 - 902 -7425
Fax: 360 -586 -2426
E -mail: npeckha@ga.wa.gov
Notices shall be effective upon receipt or four (4) Business Days after mailing, whichever is earlier. The
notice address as provided herein may be changed by written notice given as provided above.
In the event that a subpoena or other legal process commenced by a third party in any way
concerning the Equipment or Services provided pursuant to this Participating Addendum is served
upon Contractor or Purchasing Activity, such party agrees to notify the other party, to the extent
allowed to do so by applicable law or regulation in the most expeditious fashion possible following
receipt of such subpoena or other legal process. Contractor and Purchasing Activity further agree to
cooperate with the other party in any lawful effort by the other party to contest the legal validity of
such subpoena or other legal process commenced by a third party.
4.2 PURCHASING ACTIVITY CONTRACT ADMINISTRATOR
The Purchasing Activity shall appoint a single point of contact that will be the Contract
Administrator for this Participating Addendum and will provide oversight of the activities
conducted hereunder. The Contract Administrator will be the principal contact for Contractor
concerning business activities under this Participating Addendum. The Purchasing Activity will
notify Contractor, in writing, when there is a new Contract Administrator assigned to this
Participating Addendum.
4.3 ORDER OF PRECEDENCE, INCORPORATED DOCUMENTS, CONFLICT AND CONFORMITY
Incomorated Documents
Each of the documents listed below is, by this reference, incorporated into this Participating
Addendum as though fully set forth herein.
1. The State of California's Solicitation document with all attachments and exhibits, and all
amendments thereto
Page 17
2. Contractor's response to the Solicitation dated June 15, 2006
3. WSCA Master Standard Agreement 5- 06 -99 -01
4. The Participating Addendum to the MSA, dated , 2007, with all
attachments and exhibits, and all amendments thereto, including Washington State Terms
and Conditions.
Order of Precedence
In the event of a conflict in such terms, or between the terms and any applicable statute or rule, the
inconsistency shall be resolved by giving precedence in the following order:
1. Applicable Federal and State of Washington statutes and regulations
2. Mutually agreed written amendments to this Participating Addendum
3. This Participating Addendum, with all attachments and exhibits, including Washington
State Standard Terms and Conditions, Contract No.03907, and all amendments thereto,
together as Contract Number 03907
4. WSCA Master Standard Agreement Number 5- 06 -99 -01
5. The Purchasing Activity's Solicitation document with all attachments and exhibits, and all
amendments thereto
6. Contractor's response to the Solicitation
7. Any other provision, term, or materials incorporated into the Participating Addendum by
reference.
Conflict To the extent possible, the terms ofthis Participating Addendum shall be read
consistently.
Conformity If any provision of this Participating Addendum violates any Federal or State of
Washington statute or rule of law, it is considered modified to conform to that statute or rule of law.
4.4 SEVERABILITY
Severability If any provision of this Participating Addendum or any provision of any document
incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions
of this Participating Addendum that can be given effect without the invalid provision, and to this
end the provisions of this Participating Addendum are declared to be severable.
4.5 INDEPENDENT STATUS OF CONTRACTOR
In the performance of this Participating Addendum, the parties will be acting in their individual,
corporate or governmental capacities and not as agents, employees, partners, joint venturers, or
associates of one another. The parties intend that an independent contractor relationship will be
created by this Participating Addendum. The employees or agents of one party shall not be deemed
or construed to be the employees or agents of the other party for any purpose whatsoever.
Contractor shall not make any claim of right, privilege or benefit which would accrue to an
employee under Chapter 41.06 RCW, or Title 51 RCW
4.6 ENTIRE AGREEMENT
The documents listed in Section 4.33 comprise the entire agreement between the Purchasing
Activity and the Contractor. No other statements or representations, written or oral, shall be
deemed a part of the Participating Addendum.
This Participating Addendum sets forth the entire agreement between the parties with respect to the
subject matter hereof and except as provided in the section titled Contractor Commitments,
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ow�'A
Warranties and Representations, understandings, agreements, representations, or warranties not
contained in this Participating Addendum or a written amendment hereto shall not be binding on
either party.
4.7 CHANGES
Alterations to any of the terms, conditions, or requirements of this Participating Addendum shall
only be effective upon written issuance of a mutually agreed Contract Amendment signed by both
parties.
4.8 GOVERNING LAW/VENUE
This Participating Addendum shall be construed and interpreted in accordance with the laws of the
State of Washington, and the venue of any action brought hereunder shall be in the Superior Court
for Thurston County.
4.9 SUBCONTRACTS AND ASSIGNMENT
Contractor shall not subcontract, assign, or otherwise transfer its obligations under this
Participating Addendum without the prior written consent of the Contract Administrator.
Contractor shall provide a minimum of thirty (30) calendar days advance notification of intent to
Subcontract, assign, or otherwise transfer its obligations under this Participating Addendum.
Violation of this condition may be considered a material breach establishing grounds for Contract
termination. The Contractor shall be responsible to ensure that all requirements of the Participating
Addendum shall flow down to any and all subcontractors. In no event shall the existence of a
subcontract operate to release or reduce the liability of Contractor to the state for any breach in the
performance of the Contractor's duties.
4.10 ADVERTISING
Contractor shall not publish or use any information concerning this Participating Addendum in any
format or media for advertising or publicity without prior written consent from the Contract
Administrator.
4.11 RETENTION OF RECORDS
The Contractor shall maintain all books, records, documents, data and other evidence relating to
this Participating Addendum and the provision of materials, supplies, services and/or equipment
described herein, including, but not limited to, accounting procedures and practices which
sufficiently and properly reflect all direct and indirect costs of any nature expended in the
performance of this Participating Addendum. Contractor shall retain such records for a period of
six (6) years following the date of final payment. At no additional cost, these records, including
materials generated under the Contract, shall be subject at all reasonable times to inspection,
review, or audit by the Purchasing Activity, personnel duly authorized by the Purchasing Activity,
the Washington State Auditor's Office, and federal and state officials so authorized by law,
regulation or agreement at a location mutually agreed upon by the parties.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until final resolution of all litigation, claims, or audit findings involving the
records.
5) GENERAL PROVISIONS
5.1 GIFTS AND GRATUITIES
Contractor shall comply with all state laws regarding gifts and gratuities, including but not limited
to: RCW 43.19.1937 RCW 43.19.1939, RCW 42.52.150. RCW 42.52.160, and RCW 42.52.170
under which it is unlawful for any person to directly or indirectly offer, give or accept gifts,
gratuities, loans, trips, favors, special discounts, services, or anything of economic value in
conjunction with state business or contract activities.
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1-1 a,
Under RCW 43.19.1937 and the Ethics in Public Service Law, Chapter 42.52 RCW state officers
and employees are prohibited from receiving, accepting, taking or seeking gifts (except as permitted
by RCW 42.52.150 if the officer or employee participates in contractual matters relating to the
purchase of goods or services.
5.2 IMMUNITY AND HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless State,
agencies of State and all officials, agents and employees of State, from and against all claims for
injuries, death or damage to property arising out of or resulting from the performance of this
Participating Addendum. Contractor's obligation to indemnify, defend, and hold harmless includes
any claim by Contractors' agents, employees, representatives, or any subcontractor or its
employees.
Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising
out of or incident to Contractor's or any subcontractor's performance or failure to perform this
Participating Addendum. Contractor shall be required to indemnify, defend, and hold harmless the
State only to the extent such claim is caused in whole or in part by negligent acts or omissions of
Contractor.
Contractor waives its immunity under Title 51 to the extent it is required to indemnify, defend and
hold harmless State and its agencies, officials, agents or employees.
General Requirements:
Contractor shall, at their own expense, obtain and keep in force insurance as follows until
completion of the Contract. Within fifteen (15) calendar days of receipt of notice of award, the
Contractor shall furnish evidence in the form of a certificate of insurance satisfactory to the State of
Washington that insurance, in the following kinds and minimum amounts, has been secured.
Failure to provide proof of insurance, as required, will result in Contract cancellation.
All insurance provided in compliance with this Participating Addendum shall be primary as to any
other insurance or self-insurance programs afforded to or maintained by the state.
Specific Requirements:
Employers Liability (Stop Gap): The Contractor will at all times comply with all applicable
workers' compensation, occupational disease, and occupational health and safety laws, statutes, and
regulations to the full extent applicable and will maintain Employers Liability insurance with a limit
of no less than $1,000,000.00. The State of Washington will not be held responsible in any way for
claims filed by the Contractor or their employees for services performed under the terms of this
Participating Addendum.
Commercial General Liability Insurance: The Contractor shall at all times during the term of this
Participating Addendum, carry and maintain commercial general liability insurance and if
necessary, commercial umbrella.insurance for bodily injury and property damage arising out of
services provided under this Participating Addendum. This insurance shall cover such claims as
may be caused by any act, omission, or negligence of the Contractor or its officers, agents,
representatives, assigns, or servants.
The insurance shall also cover bodily injury, including disease, illness and death, and property
damage arising out of the Contractor's premises/operations, independent Contractors,
products/completed operations, personal injury and advertising injury, and contractual liability
(including the tort liability of another assumed in a business Contract), and contain separation of
insured's (cross liability) conditions.
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r
Contractor waives all rights against the State of Washington for the recovery of damages to the
extent they are covered by general liability or umbrella insurance. The limits of liability insurance
shall not be less than as follows:
General Aggregate Limits (other than products -
completed operations)
Products - Completed Operations Aggregate
Personal and Advertising Injury Aggregate
Each Occurrence (applies to all of the above)
Fire Damage Limit (per occurrence)
$2,000,000
$2,000,000
$1,000,000
$1,000,000
$ 50,000
Business Auto Policy (BAP):
In the event that services delivered pursuant to this Participating Addendum involve the use of
vehicles, or the transportation of clients, automobile liability insurance shall be required. The
coverage provided shall protect against claims for bodily injury, including illness, disease, and
death; and property damage caused by an occurrence arising out of or in consequence of the
performance of this service by the Contractor, subcontractor, or anyone employed by either.
Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability
insurance with a combined single limit not less than $1,000,000.00 per occurrence. The business
auto liability shall include Hired and Non -Owned coverage.
Additional Insurance Provisions:
All above insurance policies shall include, but not be limited to, the following provisions:
Additional Insured:
The State of Washington and all authorized Customers shall be named as an additional insured on
all general liability, umbrella, and excess, insurance policies. All policies shall be primary over any
other valid and collectable insurance.
Notice of Policy(ies) Cancellation/Non- renewal:
For insurers subject to Chapter 48.18 RCW (Admitted and regulated by the Washington State
Insurance Commissioner) a written notice shall be given to the director of purchasing or designee
forty -five (45) calendar days prior to cancellation the policy(ies) as it relates to this Participating
Addendum. Written notice shall include the affected Contract reference number.
Surplus Lines:
For insurers subject to Chapter 48.15 RCW (Surplus Lines) a written notice shall be given to the
director of purchasing or designee twenty (20) calendar days prior to the cancellation of the
policy(ies) as it relates to this Participating Addendum. Written notice shall include the affected
Contract reference number.
Cancellation for Non - payment to Premium:
If cancellation on any policy is due to non - payment of premium, a written notice shall be given the
director of purchasing or designee ten (10) calendar days prior to cancellation. Written notice shall
include the affected Contract reference number.
Identification: Policy(ies) and Certificates of Insurance shall include the affected Contract reference
number.
Insurance Carrier Rating:
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The insurance required above shall be issued by an insurance company authorized to do business
within the State of Washington. Insurance is to be placed with a carrier that has a rating of A- Class
VII or better in the most recently published edition of Best's Reports. Any exception must be
reviewed and approved by the Risk Manager for the State of Washington, by submitting a copy of
the Contract and evidence of insurance before Contract commencement. If an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must comply with
Chanter 48.15 RCW and Chanter 284-15 WAC .
Excess Coverage:
The limits of all insurance required to be provided by the Contractor shall be no less than the
minimum amounts specified. However, coverage in the amounts of these minimum limits shall not
be construed to relieve the Contractor from liability in excess of such limits.
Limit Adjustments: The state reserves the right to request an increase or decrease in the limits as
appropriate.
5.4 NONDISCRIMINATION
During the performance of this Participating Addendum, the Contractor shall comply with all
applicable federal and state nondiscrimination laws, regulations and policies, including, but not
limited to, Title VII of the Civil Rights Act, 42 U.S.C. section 12101 et. seq.; the Americans with
Disabilities Act (ADA); and, Chapter 49.60 RCW, Discrimination — Human Rights Commission.
5.5 OSHA AND VVISHA REQUIREMENTS
Contractor agrees to comply with conditions of the Federal Occupational Safety and Health
Administration (OSHA) and, if manufactured or stored in the State of Washington, the Washington
Industrial Safety and Health Act (WISHA) and the standards and regulations issued there under,
and certifies that all items furnished and purchased will conform to and comply with said laws,
standards and regulations. Contractor further agrees to indemnify and hold harmless Purchasing
Activity and Customer from all damages assessed against Customer as a result of Contractor's
failure to comply with those laws, standards and regulations, and for the failure of the items
furnished under the Contract to so comply.
5.6 ANTITRUST
The state maintains that, in actual practice, overcharges resulting from antitrust violations are borne
by the Customer . Therefore, the Contractor hereby assigns to the State of Washington any and all
of the Contractor's claims for such price fixing or overcharges which arise under federal or state
antitrust laws, relating to the materials, supplies, services and/or equipment purchased under this
Participating Addendum.
5.7 PERSONAL LIABILITY
It is agreed by and between the parties hereto that in no event shall any official, officer, employee or
agent of the State of Washington when executing their official duties in good faith, be in any way
personally liable or responsible for any agreement herein contained whether expressed or implied,
nor for any statement or representation made herein or in any connection with this agreement.
5.8 PROTECTION OF CONFIDENTIAL AND PERSONAL INFORMATION
Contractor acknowledges that some of the material and information that may come into its
possession or knowledge in connection with this Participating Addendum or its performance may
consist of information that is exempt from disclosure to the public or other unauthorized persons
under either Chapter 42.17 RCW or other state or federal statutes ("Confidential Information!).
Confidential Information includes, but is not limited to, names, addresses, Social Security numbers,
e -mail addresses, telephone numbers, financial profiles, credit card information, driver's license
numbers, medical data, law enforcement records, agency source code or object code, agency
security data, or information identifiable to an individual that relates to any of these types of
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information. Contractor agrees to hold Confidential Information in strictest confidence and not to
make use of Confidential Information for any purpose other than the performance of this
Participating Addendum, to release it only to authorized employees or subcontractors requiring such
information for the purposes of carrying- out this Participating Addendum, and not to release,
divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other
party without Customer 's express written consent or as provided by law. Contractor agrees to
release such information or material only to employees or Subcontractors who have signed a
nondisclosure agreement, the terms of which have been previously approved by Customer.
Contractor agrees to implement physical, electronic, and managerial safeguards to prevent
unauthorized access to Confidential Information.
HIPAA establishes national minimum standards for the use and disclosure of certain health
information. The Contractor must comply with all HIPAA requirements and rules when determined
applicable by the Customer.
Contractor shall ensure its directors, officers, employees, or agents use Confidential Information
solely for the purposes of accomplishing the services set forth herein. Contractor agrees not to
release, divulge, publish, transfer; sell or otherwise make known to unauthorized persons personal
information without the express written consent of the Agency or as otherwise required by law.
Any breach of this provision may result in termination of the Contract and demand for return of all
personal information. The Contractor agrees to indemnify and hold harmless the State of
Washington for any damages related to both: (1) the Contractor's unauthorized use of Confidential
Information and (2) the unauthorized use of Confidential Information by unauthorized persons as a
result of Contractor's failure to sufficiently protect against unauthorized use, disclosure,
modification, or loss.
Immediately upon expiration or termination of this Participating Addendum, Contractor shall,
without retaining a copy thereof unless required by law or regulation, at Customer 's option: (i)
certify to Customer that Contractor has destroyed all Confidential Information; or (ii) return all
Confidential Information to Customer, or (iii) take whatever other steps Customer requires of
Contractor to protect Customer 's Confidential Information.
5.9 WAIVER
Failure or delay of the Purchasing Activity or Customer to insist upon the strict performance of any
term or condition of the Contract or to exercise any right or remedy provided is the Contract or by
law; or the Purchasing Activity's or Customer 's acceptance of or payment for materials, supplies,
services and/or equipment, shall not release the Contractor from any responsibilities or obligations
imposed by this Participating Addendum or by law, and shall not be deemed a waiver of any right
of the Purchasing Activity or Customer to insist upon the strict performance of the entire agreement
by the Contractor. In the event of any claim for breach of Contract against the Contractor, no
provision of this Participating Addendum shall be construed, expressly or by implication, as a
waiver by the Purchasing Activity or Customer of any existing or future right and/or remedy
available by law.
Failure or delay of the Contractor to insist upon the strict performance of any term or condition of
the Contract or to exercise any right or remedy provided in the Contract or by law; or the
Contractor's acceptance of or payment for materials, supplies, services and/or equipment, shall not
release the Customer nor Purchasing Activity nor any agency from any responsibilities or
obligations imposed by this Participating Addendum or by law, and shall not be deemed a waiver of
any right of the Contractor to insist upon the strict performance of the entire agreement by the
Contractor. In the event of any claim for breach of Contract against the Customer or Purchasing
Activity or any agency, no provision of this Participating Addendum shall be construed, expressly
Page 23
or by implication, as a waiver by the Contractor of any existing or future right and/or remedy
available by law.
6) DISPUTES AND REMEDIES
6.1 PROBLEMRESOLUTION AND DISPUTES
Problems arising out of the performance of this Participating Addendum shall be resolved in a
timely manner at the lowest possible level with authority to resolve such problem. If a problem
persists and cannot be resolved, it may be escalated within each organization.
In the event a bona fide dispute concerning a question of fact arises between the Purchasing Activity
or Customer and Contractor and it cannot be resolved between the parties through the normal problem
escalation processes, either party may initiate the dispute resolution procedure provided herein.. The
dispute shall be handled by a Dispute Resolution Panel in the following manner. Each party to this
Participating Addendum shall appoint one member to the Panel. These two appointed members shall
jointly appoint an additional member. The Dispute Resolution Panel shall review the facts, Contract
terms and applicable statutes and rules and make a determination of the dispute as quickly as
reasonably possible. The determination of the Dispute Resolution Panel shall be final and binding on
the parties hereto. Purchasing Activity and/or Customer and Contractor agree that, the existence of a
dispute notwithstanding, they will continue without delay to carry out all their respective
responsibilities under this Participating Addendum that are not affected by the dispute.
In the event a bona fide dispute concerning a question of fact arises between Purchasing Activity or
Customer and Contractor and it cannot be resolved between the parties through the normal escalation
processes, either party may, initiate the dispute resolution procedure provided herein.
The initiating party shall reduce its description of the dispute to writing and deliver it to the
responding party. The responding party shall respond in writing within three (3) Business Days. The
initiating party shall have three (3) Business Days to review the response. If after this review a
resolution cannot be reached, both parties shall have three (3) Business Days to negotiate in good
faith to resolve the dispute.
If the dispute cannot be resolved after three (3) Business Days, a Dispute Resolution Panel may be
requested in writing by either party who shall also identify the first panel member. Within three (3)
Business Days of receipt of the request, the other party will designate a panel member. Those two
panel members will appoint a third individual to the Dispute Resolution Panel within the next three
(3) Business Days.
The Dispute Resolution Panel will review the written descriptions of the dispute, gather additional
information as needed, and render a decision on the dispute in the shortest practical time.
Each party shall bear the cost for its panel member and share equally the cost of the third panel
member.
Both parties agree to be bound by the determination of the Dispute Resolution Panel.
Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a
Dispute Resolution Panel whenever possible.
6.2 Billing Disputes. Billing disputes must be communicated in writing to Contractor as specified in
the U.S. Country Addendum or the address provided on the billing statement ( "Statement'D. U.S.
Bank must receive written communication, through the mail or Access Online, of a dispute within
sixty (60) days of the date on the Statement on which the disputed or allegedly incorrect Transaction
first appeared. Association regulations govern the resolution of all billing disputes.
6.3 ADMINISTRATIVE SUSPENSION
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When it in the best interest of the State, the Purchasing Activity may at any time, and without cause,
suspend the Contract or any portion thereof for a period of not more than thirty (30) calendar days
per event by written notice from the Contract Administrator to the Contractor's Representative
("Administrative Suspension "). Contractor shall resume performance on the next business day
following the 30th day of suspension unless an earlier resumption date is specified in the notice of
suspension. If no resumption date was specified in the notice of suspension, the Contractor can be
demanded and required to resume performance within the 30 day suspension period by the Contract
Administrator providing the Contractor's Representative with written notice of such demand.
Notwithstanding the foregoing, the State will still be liable for payment during an Administrative
Suspension. Pursuant to Section H.B.5 of the Master Agreement, attached hereto as Attachment
2.13, it shall be the Customer's responsibility to cancel the billing of all reoccurring Transactions to
the Account.
6A FORCE MAJEURE
The term "force majeure" means an occurrence that causes a delay that is beyond the control of the
party affected and could not have been avoided by exercising reasonable diligence. Force majeure
shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences.
Exceptions: Except for payment of sums due, neither party shall be liable to the other or deemed in
breach under this Participating Addendum if, and to the extent that, such party's performance of this
Participating Addendum is prevented by reason of force majeure.
Notification: If either party is delayed by force majeure, said party shall provide written
notification within forty -eight (48) hours. The notification shall provide evidence of the force
majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and
written notification of same shall likewise be provided. So far as consistent with the Rights
Reserved below, the time of completion shall be extended by Contract amendment for a period of
time equal to the time that the results or effects of such delay prevented the delayed party from
performing in accordance with this Participating Addendum.
Rights Reserved: The Purchasing Activity reserves the right to authorize an amendment to this
Participating Addendum, terminate the Contract, and/or purchase materials, supplies, equipment
and/or services from the best available source during the time of force majeure, and Contractor shall
have no recourse against the State.
6.5 ALTERNATIVE DISPUTE RESOLUTION FEES AND COSTS
In the event that the parties engage in arbitration, mediation or any other alternative dispute
resolution forum to resolve a dispute in lieu of litigation, both parties shall share equally in the cost
of the alternative dispute resolution method, including cost of mediator or arbitrator. In addition,
each party shall be responsible for its own attorneys' fees incurred as a result of the alternative
dispute resolution method.
6.6 NON - EXCLUSIVE REMEDIES
The remedies provided for in this Participating Addendum shall not be exclusive but are in addition
to all other remedies available under law.
6.7 LIMITATION OF LIABILITY
The parties agree that neither Contractor, Purchasing Activity nor Customer shall be liable to each
other, regardless of the form of action, for consequential, incidental, indirect, or special damages
except a claim related to bodily injury or death, or a claim or demand based on patent, copyright, or
other intellectual property right infringement, in which case liability shall be as set forth elsewhere
in this Participating Addendum. This section does not modify any sections regarding liquidated
damages or any other conditions as are elsewhere agreed to herein between the parties. The
Page 25
damages specified in the sections titled Termination for Default and Retention of Records are not
consequential, incidental, indirect, or special damages as that term is used in this section.
Neither the Contractor, the Purchasing Activity, nor Customer shall be liable for damages arising
from causes beyond the reasonable control and without the fault or negligence of the Contractor, the
Purchasing Activity or Customer. Such causes may include, but not restricted to, acts of God or
of the public enemy, acts of a governmental body other than the Purchasing Activity or Customer
acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes,
epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in
every case the delays must be beyond the reasonable control and without fault or negligence of the
Contractor, the Purchasing Activity or the Customer, or their respective subcontractors.
If delays are caused by a subcontractor without its fault or negligence, Contractor shall not be liable
for damages for such delays, unless the services to be performed were obtainable on comparable
terms from other sources in sufficient time to permit Contractor to meet its required performance
schedule.
Neither party shall be liable for personal injury to the other party or damage to the other party's
property except personal injury or damage to property proximately caused by such party's
respective fault or negligence.
7 PARTICIPATING ADDENDUM TERMINATION
7.1 MATERIAL BREACH -
Either party may terminate this Participating Addendum for Cause, at the sole discretion of either
party, for the other party's failure to perform a contractual requirement or for a material breach of
any term or condition. Material breach of a term or condition of the Contract may include but is not
limited to:
1. Failure to perform services or deliver materials, supplies, or equipment by the date required
or by an alternate date as mutually agreed in a written amendment to the Contract;
2. Failure to carry out any warranty or fails to perform or comply with any mandatory
provision of the contract;
3. Insolvency or if either party has in an unsound financial condition so as to endanger
performance hereunder;
4. Becoming the subject of any proceeding under any law relating to bankruptcy, insolvency
or reorganization, or relief from creditors and/or debtors that endangers the Contractor's
proper performance hereunder;
5. Appointment of any receiver, trustee, or similar official for either party or any of the party's
property and such appointment endangers the party's proper performance hereunder,
6. A determination that one p is in violation of federal, state, or local laws or regulations
and that such determination renders the Arty unable to perform any aspect of the Contract.
In addition to this Section and Section 4 of Exhibit C to the WSCA Cal-Card Contract Number 5-
06-99-01, in the event Contractor is subject to a non - performance or non - compliance audit finding,
or is otherwise out of compliance with this Participating Addendum, Contractor shall be
responsible for any cost associated to the audit in which the finding was discovered.
7.2 OPPORTUNITY TO CURE -
In the event that Contractor fails to perform a contractual requirement or materially breaches any
term or condition, the Purchasing Activity may issue a written cure notice. The Contractor shall
have sixty (60) days in which to cure. The Purchasing Activity is not required to allow the
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/, I
Contractor to cure defects if the opportunity for cure is not feasible as determined solely within the
discretion of the Purchasing Activity. Time allowed for cure shall not diminish or eliminate
Contractor's liability for liquidated or other damages, or otherwise affects any other remedies
available against Contractor under the Contract or by law.
If the breach remains after Contractor has been provided the opportunity to cure, the Purchasing
Activity may do any one or more of the following:
1. Exercise any remedy provided by law;
2. Terminate this Participating Addendum and any related Contracts or portions thereof;
3. Procure replacements and impose damages as set forth elsewhere in this Participating
Addendum;
4. Suspend or bar Contractor from receiving future Solicitations or other opportunities;
5. U.S. Bank shall indemnify and hold the State harmless against all losses, damages, costs,
expenses and liability that may directly result from (i) the gross negligence or willful act or
omission of U.S. Bank, or its representatives, successors or permitted assigns, or (ii) any
breach by U.S. Bank of any material provision of this Participating Addendum that is not
cured by such U.S. Bank within sixty (60) days of U.S. Bank's receipt of written notice
from the State of such breach, except to the extent that any such losses, damages, costs,
expenses and liability is due or attributable to the gross negligence or willful acts or
omissions of the State, its State Agencies or Political Subdivisions.
7.3 TERMINATION FOR CAUSE
In the event the Contract Administrator, in its sole discretion, determines that the Contractor has
failed to comply with the conditions of this Participating Addendum in a timely manner or is in
material breach, the Contract Administrator has the right to suspend or terminate this Participating
Addendum, in part or in whole. The Contract Administrator shall notify the Contractor in writing of
the need to take corrective action. If corrective action is not taken within thirty (30) calendar days or
as otherwise specified by the Contract Administrator, or if such corrective action is deemed by the
Contract Administrator to be insufficient, the Contract may be terminated. The Contract
Administrator reserves the right to suspend all or part of the Contract, or prohibit the Contractor
from incurring additional obligations of funds during investigation of the alleged breach and
pending corrective action by the Contractor or a decision by the Contract Administrator to terminate
the Contract.
In the event of termination, the Purchasing Activity shall have the right to procure for all Customers
any replacement materials, supplies, services and/or equipment that are the subject of this
Participating Addendum on the open market. In addition, the Contractor shall be liable for damages
as authorized by law.
If it is determined that: (1) the Contractor was not in material breach; or (2) failure to perform was
outside of Contractor's or its Subcontractor's control, fault or negligence, the termination shall be
deemed to be a "Termination for Convenience ".
The rights and remedies of the Purchasing Activity and/or Customer provided in this Participating
Addendum are not exclusive and are in addition to any other rights and remedies provided by law.
7.4 TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Participating Addendum, the Purchasing Activity, at the sole
discretion of the Contract Administrator, may terminate this Participating Addendum, in whole or in
Part by giving sixty (60) calendar days written notice beginning on the second day after mailing to
Page 27
the Contractor. If this Participating Addendum is so terminated, Customers shall be liable only for
legitimate business charges incurred prior to this Participating Addendum termination.
This Termination for Convenience clause may be invoked by the Purchasing Activity when it is in
the best interest of the State of Washington.
7.5 TERMINATION FOR WITHDRAWAL OF AUTHORITY
In the event that the Purchasing Activity and/or Customer's authority to perform any of its duties is
withdrawn, reduced, or limited in any way after the commencement of this Participating Addendum
and prior to normal completion, the Purchasing Activity or Contractor may terminate this
Participating Addendum, in whole or in part, upon seven (7) calendar days written notice to non-
terminating party.
7.6 TERMINATION FOR CONFLICT OF INTEREST
Purchasing Activity may terminate this Participating Addendum by written notice to Contractor if it is
determined, after due notice and examination, that any party to this Participating Addendum has
violated Chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public
acquisitions and procurement and performance of contracts. In the event this Participating Addendum
is so terminated, the Purchasing Activity and /or Customer shall be entitled to pursue the same
remedies against Contractor as it could pursue in the event that the Contractor breaches this
Participating Addendum.
7.7 TERMINATION BY MUTUAL AGREEMENT
The Purchasing Activity and the Contractor may terminate this Participating Addendum in whole or
in part, at any time, by mutual.agreement.
7.8 TERMINATION PROCEDURE
In addition to the procedures set forth below, if the Purchasing Activity terminates this Participating
Addendum, Contractor shall follow any procedures the Contract Administrator specifies in the
termination notice, to the extent allowed to do so by applicable law or regulation.
Upon termination of this Participating Addendum, parties will work in coordination with Customers
to notify in writing all cardholders in a timely manner that their cards are no longer active.
The rights and remedies of the Purchasing Activity and/or Customer provided in this section shall not
be exclusive and are in addition to any other rights and remedies provided by law or under this
Participating Addendum.
After receipt of a termination notice, and except as otherwise expressly directed in writing by the
Contract Administrator, the Contractor shall:
1. Stop all work, order fulfillment, shipments, and deliveries under the Contract on the
date, and to the extent specified, in the notice;
2. Place no further orders or subcontracts for materials, services, supplies, equipment
and/or facilities in relation to the Contract except as is necessary to complete or
fulfill such portion of the Contract that is not terminated;
I Complete or fulfill such portion of the Contract that is not terminated in compliance
with all contractual requirements;
4. Assign to the Customer, in the manner, at the times, and to the extent directed by
the Contract Administrator on behalf of the Customer, all of the rights, title, and
interest of the Contractor under the orders and subcontracts so terminated, in which
case Customer has the right, at its discretion, to settle or pay any or all claims
arising out of the termination of such orders and subcontracts.
Page 28
5. Settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of the Contract
Administrator and/or Customer to the extent Contract Administrator and/or
Customer may require, which approval or ratification shall be final for all the
purposes of this clause;
6. Take such action as may be necessary, or as the Contract Administrator and/or
Customer may direct, for the protection and preservation of the property related to
this Participating Addendum which is in the possession of the Contractor and in
which the Purchasing Activity and/or Customer has or may acquire an interest.
PARTICIPATING ADDENDUM EXECUTION
AUTHORITY TO BIND
The signatories to this Participating Addendum represent that they have the authority to bind their
respective organizations to this Participating Addendum.
COUNTERPARTS
This Participating Addendum may be executed in counterparts or in duplicate originals. leach
counterpart or each duplicate shall be deemed an original copy of this Participating Addendum
signed by each party, for all purposes.
Page 29
011
ATTACHMENT 2.1.3
US BANK
COMMERCIAL CARD
MASTER AGREEMENT
FOR
CORPORATE (TRAVEL) AND ONE CARD PROGRAMS
Page 30 9��
ATTACHMENT 2.1.3
U.S. BANK COMMERCIAL CARD MASTER AGREEMENT
(CORPORATE (TRAVEL) AND ONE CARD PROGRAMS)
This Master Agreement (the "Agreement ") governs the U.S. Bank Commercial Card Program and is entered into, by
and between U.S. Bank National Association ND ( "U.S. Bank'l and the State of Washington ( "State ") through the
signing of the Participating Addendum above.
CREDIT PROVISIONS
A. Financial Information. Since the establishment of a Commercial Card Program is an extension of credit,
State shall provide sufficient information to enable U.S. Bank to perform periodic credit reviews.
1.- Political Subdivisions. Political subdivisions or agencies that are not reliant upon the State for their
annual funding ( "Political Subdivisions ") can also participate under this Participating Addendum. These
agencies must credit qualify on their own and must sign a Political Subdivision Addendum.
2. Financial Information for State and Political Subdivisions. To become credit qualified, the State and
each Political Subdivision will be required to provide the last three (3) years of audited financial statements
to U.S. Bank prior to the issuance of any cards and annual financial statements provided on or before one
hundred eighty (180) days after the end of the State's or Political Subdivision's fiscal year. Political
Subdivisions should provide this first set of financial statements with their signed Political Subdivision
Addendum. U.S. Bank will review the financial statements and provide notice to each Political Subdivision
of the approval or decline of their credit qualification. If satisfactory financial information can be found on
the State's website, U.S. Bank will not require the State or such Political Subdivision to provide financial
information that it can obtain on its own.
B. Credit Limits and Credit Line. Based on the available financial information, U.S. Bank shall establish a
Credit Limit for each Account and an aggregate Credit Line for all Accounts established pursuant to this
Agreement.
1. Revising the Credit Line. From time to time and in its sole discretion, U.S. Bank may review the amount
of, and may adjust, the Credit Line. U.S. Bank shall promptly advise the State or the appropriate Political
Subdivision of any decrease in the Credit Line; provided, however, that U.S. Bank will not decrease the
Credit Line to an amount lower than the then current amount outstanding from the State or the appropriate
Political Subdivision unless the appropriate entity has been given notice. This notice shall be made at
least ten (10) days prior to the decrease in the Credit Line, during which time the State or the appropriate
Political Subdivision shall have the opportunity to make a payment to U.S. Bank to prevent it from
exceeding the Credit Line.
2. Revising Credit Limits. U.S. Bank,_ at its sole discretion, shall have the right to revise the Credit Limits
on individual Accounts.
a. State Accounts. U.S. Bank shall promptly advise the State or the appropriate Political Subdivision of
any decrease in the Credit Limit; provided, however, that U.S. Bank will not decrease the Credit Limit
to an amount lower than the then current amount due from the State or the appropriate Political
Subdivision unless the appropriate entity has been given notice. This notice shall be made at least
ten (10) days prior to the decrease in the Credit Limit, during which time the State or the appropriate
Political Subdivision shall have the opportunity to make a payment to U.S. Bank to prevent it from
exceeding the Credit Limit.
b. Cardholder Accounts. U.S. Bank, at its sole discretion, has the right to revise Credit Limits and /or
limit spending activity on any Cardholder Accounts for which the Cardholder has sole and/or shared
liability.
c. Fraudulent Activity. U.S. Bank may temporarily revise Credit Limits and /or limit spending activity on
any Account for which fraudulent activity is suspected.
C. ATM Access / Cash Advances. U.S. Bank provides access to Cash Advances through owned and
participating bank Automated Teller Machines and Association member offices. If State elects to use Cash
Advances, U.S. Bank will establish predetermined Cash Advance limits for Cardholders, either as a group or
individually. U.S. Bank reserves the right to suspend or terminate Cash Advance access for Cardholders,
either as a group or individually, in the event U.S. Bank determines that continued access presents a risk of
loss or liability to U.S. Bank or State.
D. Convenience Checks (in Canada, "Convenience Cheques "). U.S. Bank can issue Convenience Checks to
Cardholders designated by State. Replenishment of Convenience Checks will occur upon request by the
Cardholder, subject to the Cardholder's Account status and cash availability. Convenience Check transactions
are posted to the Cardholder Statement as a Cash Advance. U.S. Bank reserves the right to suspend or
terminate Convenience Check access for Cardholders, either as a group or individually, in the event U.S. Bank
Page 31 f4k
determines that continued access presents a risk of loss or liability to U.S. Bank or State. There are a number
of limitations associated with Convenience Checks:
a. Authorization. There is no authorization process associated with the use of Convenience Checks.
At the time of Purchase, U.S. Bank is unable to verify the authenticity of the signature on a
Convenience Check, the identity of the person signing the Convenience Check, or restrict the use of
Convenience Checks to specific merchant types.
b. Disputes. Use of Convenience Checks and disputes arising therefrom are not covered by
Association regulations. Other than the fraudulent use of a Convenience Check by an individual other
than the Cardholder, which is governed by the applicable law pertaining to negotiable instruments,
there are no dispute rights once a Convenience Check is used to make a Purchase.
c. Returned Checks. U.S. Bank reserves the right to return a Convenience Check unpaid to the payee
if (i) the amount of the Convenience Check exceeds the Cardholder's Cash Advance limit or () U.S.
Bank determines that honoring the check presents a risk of loss or liability to U.S. Bank or State.
d. Limitation of Liability. U.S. Bank is not liable for any damages resulting from U.S. Bank's refusal to
honor a Convenience Check presented for payment.
II. U.S. AND CANADA COMMERCIAL CARD PROGRAMS
A. Card Products. U.S. Bank may provide the following Card Products to State and its Cardholders. Card
Product availability and the Card Products for which State has been approved are specified in the applicable
Country Addendum.
1. U.S. Bank Corporate Card. The U.S. Bank Corporate Card is a charge card designed for use by
Cardholders to charge travel, entertainment and other goods and services that are related to the business
activities of State. U.S. Bank also provides central travel accounts, which can be used for the same
purpose, but without the issuance of a physical card.
2. U.S. Bank Managed Spend Card. The U.S. Managed Spend Card is a specialized corporate liability card
designed for use by States or Cardholders to charge business related goods and services. State may also
elect to have Cards issued to family members relocating employees. Unless requested for a different
duration, Managed Spend has a term of twelve (12) to thirty -six (36) months. U.S. Bank also provides
Managed Spend Central Billing Accounts, which can also be used for business or relocation expenses.
3. U.S. Bank Executive Card. The U.S. Bank Executive Card is a specialized Corporate Card that includes
a premium package of services for top executives of State. Issuance of Executive Cards is limited to
select employees.
4. U.S. Bank One Card. The U.S. Bank One Card is a charge card designed for use by Cardholders that
combines Corporate and Purchase Card capabilities on a single Account. The One Card can be utilized
for travel and entertainment related expenses as well as to charge goods and services related to the
business activities of State.
B. Card and Account Issuance. State shall designate to U.S. Bank Cardholders that are authorized to incur
expenses on behalf of State during the term of this Agreement and who are to receive Cards and/or be issued
Account numbers by submitting to U.S. Bank completed, duly authorized applications, in a format specified by
U.S. Bank, such as through Access Online, including any applicable consents and/or authorizations from such
Cardholders as may be required by the applicable local law, rule or regulation.
1. Credit Checks. With respect to any such application, U.S. Bank reserves the right, at its sole cost and
expense and to the extent permitted by applicable law, to conduct a credit check on any Cardholder who
may have sole and/or shared liability for any Debt incurred under this Agreement.
2. Exclusion. U.S. Bank shall have the right to reject any Cardholder application in which the Cardholder
may have sole and/or shared liability for any Debt incurred under this Agreement.
3. Card Delivery. Unless State notifies U.S. Bank to the contrary, U.S. Bank shall issue Cards and/or
Accounts directly to Cardholders.
C. Billing and Payment. U.S. 'Bank provides a variety of billing options. The availability of billing options may
differ between the U.S. and Canada and between Card Products. Billing option availability and the billing
options for which State has been approved is specified in the applicable Country Addendum. Depending on
the billing option referenced in the applicable Country Addendum, State or Cardholder shall pay the amount
due on the Statement by the Due Date.
1. Individual Bill. Cardholders receive a Statement at the conclusion of each Billing Cycle and are
responsible for ensuring the balance due is paid by the Due Date. State may elect to receive one or more
Summary Statements or reports showing all Transactions billed to Cardholder Accounts.
2. Central Bill. Each Transaction is either posted to a Cardholder Account and rolled up to a Central
Account for billing or billed directly to a Central Account. State will receive one or more central account
Statements at the conclusion of each Billing Cycle for all Cardholder and/or Central Account Transactions.
With respect to Transactions posted to a Cardholder Account and rolled up to a Central Account, the
Cardholder receives a memo Statement showing his/her respective Transactions but with no amount due.
State receives a consolidated Statement, which includes the total amount due for all Cardholder Accounts
Page 32 Dl---
and Central Accounts and is responsible for ensuring the balance due on the Statement is paid by the Due
Date.
3. Billing Reports. The State shall have access to spend reports for all State Agencies and Political
Subdivisions with all of the same details and information available to the State Agencies and Political
Subdivisions through U.S. Bank Access Online, the online reporting system provided by U.S. Bank, free
of charge.
4. Billing Disputes. Billing disputes must be communicated in writing by mail to U.S. Bank at the address
specified in the applicable Country Addendum or the address provided on the Statement. U.S. Bank must
receive written communication of a dispute or by submission through Access Online within sixty (60) days
of the date on the Statement on which the disputed or allegedly incorrect Transaction first appeared.
Association regulations govern the resolution of all billing disputes.
5. Merchant Category Disclaimer. Upon request by State, U.S. Bank may either prevent or restrict usage
of its Card Products'to selected merchants based on Merchant Category Code. To the extent this is
requested, the following disclaimers apply:
a. Limitation of Liability. U.S. Bank can only enforce Merchant Category Code restrictions to the
extent it receives accurate Merchant Category Code data with the Transaction authorization request.
U.S. Bank has no liability for Transactions declined or approved contrary to the intent of State.
b. Incorrect Merchant Category Codes. To the extent State believes a merchant has not been
assigned an accurate Merchant Category Code, U.S. Bank will advise the Association of the
inaccuracy. Whether or not the Merchant Category Code is changed is dependent upon applicable
Association regulations.
6. Trailing Transactions. Upon cancellation of an Account, the State and/or Cardholder must cancel the
billing of all reoccurring Transactions to the Account.
D. Liability. U.S. Bank provides a variety of liability options. The availability of liability options may differ
between the U.S. and Canada and between Card Products. Liability option availability and the liability
option(s) for which State has been approved is/are specified in the applicable Country Addendum.
1. Corporate Liability. State is solely liable to U.S. Bank for all billed Transactions_
2. Joint and Several Liability. State and the Cardholder are jointly and severally liable to U.S. Bank for all
billed Transactions.
3. Contingent Liability. The Cardholder is liable to U.S. Bank for all billed Transactions. State has
contingent liability, which means State is liable for any billed Transactions that are legitimate business
charges and have not been previously reimbursed by State to the Cardholder.
4. Liability Exceptions. State may be liable for all billed Transactions, regardless of liability option specified
in the applicable Country Addendum, in the following circumstances:
a. Failure to Notify; Liability Exceptions. State shall immediately notify U.S. Bank by telephone at the
number provided in the applicable Country Addendum of any of the following:
(i) Termination of employment of any Cardholder and /or Program Participant;
(ii) Any lost or stolen Card for which the State has liability;
(iii) Any compromised Account for which the State has liability; or
(iv) Any compromised information regarding Cards, Accounts and /or other sensitive data including,
but not limited to, Account numbers, personal identification numbers, passwords, or Cardholder
information.
State shall provide sufficient information as may be requested by U.S. Bank for U.S. Bank to act on
such notifications. Failure of State to provide notification may result in State's liability to pay for all
Transactions on such Cards and/or Accounts notwithstanding any liability option specified in the
applicable Country Addendum. Liability is limited to period of time from when notification should have
been received to when notification is actually received and only for those Transactions that U.S. Bank
cannot either charge back to the merchant or collect directly from the Cardholder.
E. Delinquency. If the amount shown on the Statement as the current amount due has not been paid to U.S.
Bank by State and/or the Cardholder by the Due Date, U.S. Bank shall have the following rights:
1. Suspension. U.S. Bank shall have the right to suspend any Account that is delinquent for a period
exceeding two (2) Billing Cycles.
2. Cancellation. U.S. Bank shall have the right to cancel any Account that is delinquent for a period
exceeding three (3) Billing Cycles.
3. Late Fees. U.S. Bank shall have the right to bill Late fees on all delinquent Accounts, as specified in the
applicable Country Addendum.
4. Collection Fees. U.S. Bank shall have the right to recover any reasonable legal fees and/or other
expenses incurred in collecting any delinquent amount on a cancelled Account.
111. SECURITY AND CONFIDENTIALITY
A. Security. U.S. Bank, the State, its State Agencies and Political Subdivisions, shall safeguard information
regarding Cards, Account numbers, passwords, personal identification numbers, and other sensitive
Page 33
M �
information provided by U.S. Bank in a manner that is no less stringent than those applicable to each Party's
own proprietary information. Each Party will utilize each Party's respective industry standards to maintain an
appropriate information security program to prevent the unauthorized disclosure, misuse, alteration, or
destruction of Confidential Information.
B. Confidentiality. The Parties agree to the following provisions regarding the use and disclosure of Confidential
Information:
1. Confidential Information. For purposes of this Agreement, "Confidential Information" means information
supplied by one Party ("Disclosing Party) to the other Party ("Recipient") that is expressly or implicitly
protected from use by persons not associated with Disclosing Party.
a. U.S. Bank Confidential Information. U.S. Bank and State agree that the Commercial Card Program
and/or Global Commercial Card Program is a unique service involving the exchange of proprietary
and/or Confidential Information between the Parties. State agrees that Commercial Card Program
and/or Global Commercial Card Program reports, manuals, documentation, and related materials
shall be circulated by it only to the extent necessary for State Agencies and Political Subdivisions to
manage the Commercial Card Program and/or Global Commercial Card Program and/or use such
information in connection with State's business.
b. State Confidential Information. U.S. Bank and State agree that any non - public financial information
of State and any non - public data regarding State Accounts, Transactions, charges, spending volume
or repayment terms is Confidential Information of State and such information shall be circulated by
U.S. Bank only to the extent necessary for U.S. Bank to offer the Commercial Card Program and/or
Global Commercial Card Program.
c. Other Confidential Information. The Parties agree that the terms of this Agreement, including, but not
. limited to any pricing, rebate or related terms constitute Confidential Information.
2. Restriction. State and U.S. Bank agree to take all reasonable steps to safeguard the other Party's
proprietary and Confidential Information and not to release such information to any person or Party not
essential to participation in the Commercial Card Program and/or Global Commercial Card Program.
3. Care. The Recipient shall provide the same care to avoid an unauthorized disclosure, misuse, alteration
or destruction of Confidential Information of the Disclosing Party as it provides to protect its own similar
proprietary information, but in no event, less than a reasonable standard of care.
4. Relief. Because damages may be difficult to ascertain, the Parties agree that in the event of any violation
of IILB, without limiting any other rights and remedies of each other, an injunction may be sought against
the Party who has breached or threatened to breach the aforementioned Section.
5. Exceptions. With respect to Confidential Information, U.S. Bank and State agree that the other may use
and disclose such information for the following purposes:
a. Normal Business Operations. U.S. Bank and State may use and disclose such Confidential
Information of the other as is required by normal business operations in connection with the
Commercial Cam Programs and as may be required by Association Operating Regulations.
b. Legal and Regulatory Requirements. U.S. Bank and State may use and disclose Confidential
Information of the other to legal authorities, agents, auditors or regulators of U.S. Bank and State,
respectively, or as otherwise may be required by law, rule or regulation.
c. Summarized Data. U.S. Bank and State may use and disclose Data to any Person or third party to
the extent that such Data is aggregated, summarized, or otherwise presented in a manner that does
not directly or indirectly identify such Data as attributable to U.S. Bank, State, its Affiliates, and/or
Cardholders.
d. Archived Data. U.S. Bank and State are entitled to retain Confidential Information of the other for
archival purposes as required in accordance with applicable law, rule or regulations.
e. Third Parties. State acknowledges that portions of its Account and Transaction data are captured by
third parties, including, but not limited to the Associations, third -party service providers, merchants,
and merchant processors, during the course of normal business operations and that the confidentiality
provisions of this Agreement do not extend to such third parties.
IV. TERM AND TERMINATION
A. Term. This Agreement shall remain in effect for the term for each Card Product and /or Ancillary Service
selected, as indicated on Schedule 1 of the applicable Country Addendum under the column labeled "Base
Period" beginning on the date indicated under the column labeled "Commencement Date" and shall continue
thereafter for each Card Product and/or Ancillary Service selected until terminated by either State or U.S. Bank
upon ninety (90) days prior written notice to the non - terminating Party; unless terminated early in accordance
wit the terms and conditions of the MSA or this Participating Addendum.
B. Termination for Cause by Either Party. Either Party shall have the right to immediately terminate this
Agreement with respect to any Card Product and/or Ancillary Service provided under the applicable Country
Addendum, or immediately terminate this Agreement in its entirety, by providing written notice of such
termination to the other Party, upon one or more of the following events:
Page 34
1. Dissolution or liquidation of the other Party, or Parent thereof, if applicable;
2. Insolvency of, the filing of a bankruptcy or insolvency proceeding with respect to, or the appointment of a
receiver or trustee for the benefit of creditors of, the other Party, or Parent thereof, if applicable or the
other Party enters into any other similar proceeding or arrangement for the general benefit of its creditors;
3. Any failure to perform a material obligation of this Agreement that is not cured within thirty (30) days of
receiving notice from the non - breaching Party;
4. If any material statement, representation or warranty of a Party, its affiliates or Parent at any time
furnished to the other Party is untrue in any material respect when made;
5. A material breach of any other agreement entered into by the Parties.
C. Termination for Cause by State. State shall also have the right to terminate this Agreement with respect to
any Card Product and/or Ancillary, Service provided under the applicable Country Addendum, or terminate this
Agreement in its entirety, by providing ten (10) days prior written notice of such termination to U.S. Bank upon
one or more of the following events:
1. U.S. Bank's reduction of State's Credit Line and/or Credit Limits, as defined in Section 1. B., has materially
and adversely affected State's utilization of any Card Product or the Commercial Card Program.
2. U.S. Bank's failure to reasonably perform in accordance with a material term of any written proposal
and/or presentation provided to State by U.S. Bank in contemplation of this Agreement, provided that:
a. State has worked with U.S. Bank to develop a sixty (60) day action plan to ensure U.S. Bank's
performance materially complies with any aforementioned proposal and/or presentation; and
b. U.S. Bank has failed to successfully complete all deliverables agreed to in the action plan.
D. Termination for Cause by U.S. Bank. U.S. Bank shall also have the right to terminate this Agreement with
respect to any Cana Product and /or Ancillary Service provided under the applicable Country Addendum, or
terminate this Agreement in its entirety, by providing ten (10) days prior written notice of such termination to
State upon one or more of the following events:
1. State merges, sells or otherwise transfers all or substantially all of its assets that causes a material change
to State's business and/or financial condition.
2. A material adverse change in the business prospects or financial condition of the State.
3. The overall relationship is unprofitable for U.S. Bank, provided that
a. U.S. Bank has worked with State to develop a sixty (60) day action plan to return the relationship to
profitability; and
b. State has failed to successfully complete all deliverables agreed to in the action plan.
E. Effect of Termination. Upon termination of this Agreement with respect to any Card Product and/or Ancillary
Service provided under the applicable Country Addendum, or termination of this Agreement in its entirety, all
applicable Cards, Accounts, and /or related services shall be deemed canceled as referenced in such
termination notification and shall be effective upon notification of termination to the other Party as referenced
herein. Upon termination, State shall instruct all Cardholders to destroy their Cards and/or any records of
Account numbers. U.S. Bank shall terminate all applicable services thereunder upon a stated termination date.
State shall remain liable for all Debts arising from the use of a Card and/or Account prior to the termination
date, in accordance with the liability options in the applicable Country Addendum.
F. Surviving Rights. Rights, obligations and /or liabilities that arise prior to the termination of this Agreement with
respect to any Card Product and/or Ancillary Service provided under the applicable Country Addendum, or
termination of this Agreement in its entirety, shall survive any such termination.
V. OTHER TERMS AND CONDITIONS
A. Intellectual Property. Customer and U.S. Bank each recognizes that it has no right, title or interest,
proprietary or otherwise, in or to the name or any logo, or Intellectual Property owned or licensed by the other.
Customer and U.S. Bank each agree that, without prior written consent of the other, it shall not use the name,
any logo, or Intellectual Property owned or licensed by the other.
B. No Third Party Beneficiaries or Claims. Any Commercial Card Program and/or Global Commercial Card
Program provided to Customer by U.S. Bank is for the sole and exclusive benefit of Customer and no other
persons or organizations shall have any rights and /or remedies arising under or in connection with this
Agreement.
C. Indemnification. Except as otherwise provided herein and/or expressly provided to the contrary in any
Country Addendum, the Parties' indemnification obligations under this Agreement are as follows:
1. Customer and U.S. Bank Indemnification. Customer and U.S. Bank shall indemnify and hold the other
harmless against all losses, damages, costs, expenses and liability that may directly result from () the
gross negligence or willful act or omission of Customer or U.S. Bank, or each Party's representatives,
successors or permitted assigns, or On any breach by Customer or U.S. Bank of any material provision of
this Agreement that is not cured by such Party within sixty (60) days of the breaching Party's receipt of
written notice from the non - breaching Party of such breach, except to the extent that any such losses,
damages, costs, expenses and liability is due or attributable to the gross negligence or willful acts or
omissions of the non - breaching Party, or State Agencies and Political Subdivisions.
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F- J,
2. Intellectual Property Indemnification. Except to the extent that injury is due to the other Party's
negligent or intentional acts or omissions, each Party shall indemnify and hold the other Party harmless
against third -party demands, claims, suits, or proceedings alleging infringement of any Intellectual
Property of such Party arising out of or incidental to this Agreement.
D. Limitation of Liability. NEITHER CUSTOMER, U.S. BANK, NOR ANY PARTY'S AFFILIATES,
REPRESENTATIVES AND ASSIGNS SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING LOST
PROFITS) EVEN IF SUCH PARTY HAD BEEN NOTIFIED OF THEIR POSSIBLE EXISTENCE.
E. Representations and Warranties. Each Party represents and warrants with respect to such Party that:
1. This Agreement constitutes a valid, binding and enforceable agreement;
2. The execution of this Agreement and the performance of the obligations hereunder are within such Party's
powers; have been authorized by all necessary action; do not require action by or approval of any
governmental or regulatory body, agency, or offidah, and do not constitute a breach of any material
agreement of such Party,
3. The execution of this Agreement and the performance of the obligations hereunder shall not cause a
material breach of any duty arising in law or equity; and
4. As of the date of this Agreement, such Party possesses the financial capacity to perform all of its
obligations under this Agreement.
The Parties agree that the failure of any of the above representations and warranties to be true during the term
of this Agreement shall constitute a material breach of this Agreement and the non - breaching Party shall have
the right to terminate this Agreement in accordance with Section V.6.3.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, U.S. BANK MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, IN LAW OR IN FACT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY, EITHER TO CUSTOMER OR TO
ANY OTHER PERSON OR THIRD PARTY, WITH RESPECT TO THE COMMERCIAL CARD PROGRAM OR
THE GLOBAL COMMERCIAL CARD PROGRAM PROVIDED BY U.S. BANK OR ITS REPRESENTATIVES
OR WITH RESPECT TO SOFTWARE SERVICES PROVIDED OR MADE AVAILABLE TO CUSTOMER OR
ANY OTHER PERSON FOR ITS USE BY U.S. BANK IN CONNECTION WITH THIS AGREEMENT AND ANY
SERVICE THEREUNDER.
F. Precedence of Terns and Conditions. Unless expressly agreed in writing by the Parties, in the event of a
conflict or inconsistency between the applicable Country Addendum and the Master Agreement, the applicable
Country Addendum shall prevail to the extent necessary to remove the conflict or inconsistency.
G. Modification or Amendment. This Agreement shall not be modified or amended except by writing and signed
by both Customer and U.S. Bank.
H. Severability. Should any provision of this Agreement be declared invalid for any reason, such declaration
shall bot affect the validity of any other provision of this Agreement, which shall remain in full force and effect
as if this Agreement had been executed with the invalid provision(s) eliminated. The Parties shall use their
commercially reasonable efforts to agree upon a valid substitute provision in accordance with the purpose of
this Agreement and the intent of the Parties.
1. Non - Waiver. The failure of U.S. Bank or Customer to exercise any right, power or option arising under this
Agreement, or to insist upon strict compliance with the terms of this Agreement shall not constitute a waiver of
this Agreement with respect to any other or subsequent breach hereof, nor a waiver by either of U.S. Bank or
Customer of its rights at any time thereafter to require exact and strict compliance with all the terms hereof.
J. Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and assigns; provided, however, that this Agreement may not be assigned by
Customer or its Affiliates without the prior written approval of U.S. Bank.
K. Interpretation of this Agreement. The Parties expressly agree that this Agreement shall not be construed
more strongly against either Party regardless of which Party is more responsible for its preparation. This
Agreement constitutes the entire agreement between the Parties concerning the matters addressed in this
Agreement, and cancels and supersedes any prior agreements, undertakings, declarations or representations,
written or verbal, in respect thereof. Unless the context otherwise requires, words importing the singular
number shall include the plural and vice versa, words importing any gender include all genders and references
to agreements and other contractual instruments shall be deemed to include all present or future amendments,
supplements, restatements or replacements thereof or thereto. Headings are inserted for convenience of
reference only and shall not affect the construction or interpretation of this Agreement.
L Notice and Communication. Except with respect to notices relating to the status of individual Cards and/or
Accounts, all notices, requests and other communications provided for hereunder must be directed to the other
Party at the respective addresses indicated in the applicable Country Addendum and, unless otherwise
specified herein, must be in writing, postage prepaid or hand delivered. Either Party may, by written notice to
the other, change its address indicated on such Country Addendum.
Page 36
9 �
%A. DEFINITIONS
A. Definitions. All capitalized terms used in this Agreement are defined herein and shall have the following
meaning:
1. "Account" means any account established by U.S. Bank pursuant to this Agreement in the name of
State, State Agencies or Political Subdivisions and /or Cardholders, to which Debt is charged, regardless of
whether or not a Card is issued in conjunction with such account.
2. "Affiliate" means, in respect of any Person, a Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, the Person specified.
3. "Ancillary Services" means any additional services offered in conjunction with an Account, including but
not limited to Cash Advances and Convenience Checks.
4. "Association" shall mean, collectively, the Persons who govern commercial card issuance, including,
without limitation, Visa USA, Inc., Visa Canada Association, and Visa Intemational Service Association,
Inc., MasterCard USA, and MasterCard International.
S. `Billing Cycle" means the period of time from which a Statement is generated unit the next Statement is
generated.
6. "Card" means, in connection with an Account, any commercial charge card issued by U.S. Bank pursuant
to this Agreement in the name of State, its Affiliates, and/or Cardholders.
7. "Cardholder" means an individual employee of State and/or its Affiliates, named as the holder of the
Account or using the Account in the name of State and/or its Affiliates, regardless of whether a physical
card is issued in conjunction with the Account.
8. "Cardholder Agreement" means the U.S. Bank Cardholder agreement in standard form between U.S.
Bank and the Cardholder.
9. "Card Products" shall refer to the standard U.S. Bank commercial card product offerings, including but
not limited to the Purchase Card, Corporate Card, Managed Spend Card, Executive Card and One Card.
10. "Cash Advance" means an advance of cash, in the form of cash or check, that, if permitted according to
the terms of this Agreement, is charged to an Account.
11. "Cash Advance Fee" means the fee charged by U.S. Bank for a Cash Advance according to the terms of
the applicable Country Addendum.
12. "Central Account" means any Account used for consolidating Transactions from one or more other
Accounts for billing purposes. This includes, but is not limited to "Central Travel Accounts ", "Central
Managed Spend Accounts" and "Central Purchase Accounts ".
13. "Charge" shall be defined as any transaction posted to an Account that has a debit value, including
without limitation, Purchases, Cash Advances, and Fees.
14. "Charge -off" means any amount due and owing that remains unpaid for one hundred fifty (150) days
after the date that it was first billed.
15. "Commercial Card Program" means the Card Products and Ancillary Services offered by U.S. Bank,
U.S. Bank Canada, or a Participating Bank.
16. "Control" or "Controlled" means, with respect to a Person, the possession, directly or indirectly, of the
power to direct or cause the direction of management or policies (whether through ownership of securities
or partnership, membership or other ownership interests, by contract or otherwise) of such Person.
17. "Convenience Checks" (in Canada, "Convenience Cheques ") means the drafts drawn against an
Account by the Cardholder for Purchases.
18. "Credit Limit" means, with respect to an Account, the maximum amount of Debt that can remain
outstanding and unpaid on an Account.
19. "Credit Line" means, with respect to all Accounts, the maximum aggregated amount of Debt that can
remain outstanding and unpaid on all Accounts belonging to State.
20. "Data" means the information regarding or in connection with Accounts and/or Transactions associated
with the Commercial Card Program and/or any such information provided by a Lead and/or Participating
Bank associated with the Global Commercial Card Program.
21. "Debt" means all amounts charged to an Account including without limitation all amounts related to
Charges that are owed to U.S. Bank by State, State Agencies and Political Subdivisions, and /or
Cardholders.
22. "Due Date" means, with respect to a Statement, the date, as measured by the number of days after the
Statement Date, for which the payment of Debt that is listed on the Statement is due.
23. "Late Fee" means the fees associated with any Debt that remain unpaid to U.S. Bank by State, State
Agencies and Political Subdivisions, and /or Cardholders after the Due Date on the Statement.
24. "Fees" means all fees that are posted to an Account and due and payable to U.S. Bank by State, State
Agencies and Political Subdivisions, and /or its Cardholders that are associated with any Commercial Card
Program and/or Global Commercial Card Program, including but not limited to Cash Advance, Foreign
Transaction and Late Fees.
Page 37
M,
25. "Foreign Transaction Fee" means the fee U.S. Bank charges on the amount of any Debt or other
Transaction posted to an Account that is not in the same currency in which the Account is billed and which
must be converted to the currency used for billing purposes.
26. "Fraudulent Charges" mean those Charges which are not initiated, authorized or otherwise requested by
State, its Affiliates, and /or a Cardholder by any means (electronic, telephonic or written) and do not directly
or indirectly benefit State, its Affiliates, and /or a Cardholder.
27. Intellectual Property" or `Intellectual Property Rights" means any patent rights, copyrights, trade
secrets, trade names, service marks, moral rights, know -how and any other similar rights or intangible
assets recognized under any laws or intemational conventions, and in any country or jurisdiction in the
world, as intellectual creations to which rights of ownership accrue, and all registrations, applications,
disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force.
28. "MasterCard" means MasterCard USA, Inc., MasterCard International, and any other MasterCard entity
identified in any Country Addendum.
29. "Master Agreement" or "Agreement" means this master Commercial Card Program agreement
between U.S. Bank and State and all attachments hereto.
30. "Merchant Category Code" means the code established by the Associations that identifies and classifies
goods or services offered by a merchant. Each merchant designates its Merchant Category Code to the
applicable Association.
31. "Parent" means any Person that Controls a Party.
32. "Party" means any one of U.S. Bank, U.S. Bank Canada, State or State Canada and "Parties" means
U.S. Bank and/or U.S. Bank Canada and State and/or State Canada.
33. "Past Due Balance" means, with respect to a Statement, the total amount of any Debt which remains
unpaid to U.S. Bank by State, its Affiliate and/or Cardholder after the Due Date specified on such
Statement.
34. "Participant" means any entity designated by State to participate in the Commercial Card Program and
have access to program materials.
35. "Person" or "person" means any individual, natural person, corporation, company, limited liability
company, general partnership, limited partnership, limited liability partnership, unincorporated association,
trust, joint venture, estate or otherjudicial entity or any governmental body.
36. "Program Administrator" means the employee designated by State to serve as the primary point of
contact between State and U.S. Bank and shall be trained and have thorough knowledge of Commercial
Card Programs offered by U.S. Bank to State.
37. "Purchase" means a purchase of goods and/or services that is charged to an Account.
38. "Statement" means, with respect to one or more accounts, a periodic billing Statement from U.S. Bank
listing all Transactions posted to such Accounts.
39. "Summary Statement" means, with respect to one or more accounts, a billing Statement that provides
only an aggregate amount of all Transactions posted to such Accounts.
40. "Transaction" means any activity posted to an Account, both debit and credits, including but not limited to
Purchases, Cash Advances, Fees and payments.
41. 'Visa" means Visa USA, Inc., Visa Canada Association, Visa International Service Association, Inc. and
any other Visa entity identified in any Country Addendum
42. "VMNC Program" means the Visa multinational commercial card program, a program offered by Visa and
other financial institutions issuing Visa commercial cards that is designed to support multinational entities
by providing commercial cards, data consolidation, and related support
Page 38
mo
ATTACHMENT 2.1.4
US BANK
US COUNTRY ADDENDUM
FOR
CORPORATE (TRAVEL) AND ONE CARD PROGRAMS
Page 39
,Wf!�A
ATTACHMENT 2.1.4
U.S. COUNTRY ADDENDUM
A. Applicability and Scope of this Addendum. The United States Country Addendum ( "U.S. Country
Addendum") is incorporated by reference and modifies, to the extent applicable, the terms and conditions of the
Master Agreement between U.S. Bank and State. All capitalized terms used herein that are not defined herein
have the meaning ascribed thereto in the Master Agreement.
B. Primary Provider. The Parties acknowledge and agree that U.S. Bank shall be the primary provider to State of the
Card Products and Ancillary Services set forth in U.S. Schedule 1.
C. United States Commercial Card Program and Card Issuance. U.S. Bank has approved State for the.
Commercial Card Program in the United States and shall provide the products and options indicated in U.S.
Schedule 1. State shall designate to U.S. Bank proposed employees who are anticipated to incur expenses on
behalf of State and who are to receive Accounts, with or without Cards, by submitting completed, duly authorized
applications, in a format specified by U.S. Bank, and with any applicable consents or authorizations from such
Cardholder applicant as may be required herein or in such applications. If an Account is used for Purchases or to
obtain cash in a country other than the United States, the Statement shall reflect the conversion into U.S. Dollars of
Transactions that occurred in a different currency and an applicable exchange rate for any such conversion. .
D. USA PATRIOT Act In order to comply with the requirements of the USA PATRIOT Act, U.S. Bank may require
State, its Affiliates [and/or Cardholders] to provide their legal entity name, street address, taxpayer identification
number and other information that will allow U.S. Bank to identify each Customer, Affiliate and/or Cardholders prior
to establishing an Account under or in connection with the Master Agreement. U.S. Bank reserves the right to
require that Customer, its Affiliates [and /or Cardholders] promptly provide to U.S. Bank sufficient identification
documents upon request and in connection with USA Patriot Act compliance.
E. Interchange Rate. U.S. Bank predicates the pricing contained in Schedule 1 and 2 of this U.S. Country Addendum
on the industry business model used to regulate interchange rates. Should a material change in the industry
business model occur either in the 1) interchange rates (from those rates in effect as of the Commencement Date
of this Agreement) or 2) regulation of such interchange rates, U.S. Bank shall have the right to negotiate a new
offering with Customer. If the parties cannot reach an agreement on the new offering, either Party may terminate
this Agreement upon sixty (60) days prior written notice.
F. Other Agreements and Regulations. In addition to this U.S. Country Addendum, the products and services
provided to State are subject to the following additional agreements and/or regulations:
1. Clearing House Operating Regulations. Any applicable automated clearinghouse operating rules, including,
without limitation, the National Automated Clearing House Association Operating Rules and Guidelines
(collectively referred to as the "NACHA Rules'J;
2. Association Operating Regulations. Association operating rules and regulations, including, without
limitation, Visa USA, Visa Intemational, MasterCard USA, and MasterCard international; and
3. Cardholder Agreement Each Cardholder may receive a Cardholder Agreement that governs the use of the
Account. Activation of the Card or Account by the Cardholder and/or use of the Card or Account by the
Cardholder constitutes concurrence with the terms and conditions of the Cardholder Agreement.
G. Disputes. All disputes regarding Charges or billings for the U.S. Bank Commercial Card Program shall be
communicated in writing through Access Online or by mail within sixty (60) days of statement date to U.S. Bank at
the address set forth below:
U.S. Bank
P.O. Box 6344
Fargo, ND 58125 -6344 U.S.A.
H. Customer Service. In the United States, to contact a customer service representative for ail Commerclai Card
Program services, the State, State Agencies and Political Subdivisions and Cardholders may call the following
telephone numbers for answers to questions about U.S. Bank Accounts, take reports of lost or stolen Cards,
compromised Accounts and/or to answer questions about Ancillary Services.
800 - 344 -5696 (Program Services
24 hours per day / 7 days per week
877 -887 -9260 Cardholders, Software Customer Service
24 hours per day / 7 days r week
877 -452 -8083 (Program Administrators, Software Customer
Service
6:30 a.m. -8:00 p.m., CST Monday
Frida
Page 40
I. Schedules. The following schedules are attached to and incorporated into this U.S. Country Addendum:
1. U.S. Schedule 1 —Approved Card & Account Products/ Ancillary Services/Fees
2. U.S. Schedule 2 — Revenue Sharing Opportunity
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
I ,
Page 41
U.S. Schedule 2
Revenue Sharing Opportunity
A. Commercial Cards & Accounts
CARD PRODUCT FEES
Card Product
Liability
Option
Billing
Cycle
Payment
Due Date
Card Product Fees
Corporate
Contingent
Monthly
30 Days
Not Paid by Due Date on the entire past
0%
Cards/Accounts
due amount
® Yes
Not Paid by Each Subsequent Billing Cycle
1.0%
❑ No
on the entire past due amount
Travel Accident
Ins.
Travel Accident Insurance: $500,000
$0.00
® Yes
❑ No
One Cards
Corporate
Monthly
30 Days
Not Paid by Due Date on the entire past
1.0%
due amount
® Yes
❑ No
Not Paid by Each Subsequent Billing Cycle
1.0%
on the entire past due amount
Travel Accident
Ins.
Travel Accident Insurance: $500,000
® Yes
$0.00
❑ No
Central Billing
Corporate
Monthly
30 Days
Not Paid by Due Date on the entire past
0
Accounts
due amount
[Central Travel
Not Paid by Each Subsequent Billing Cycle
1.0%
Account/Event
on the entire past due amount
Planner /Central
Relocation]
Yes
❑ No
Travel Accident
Travel Accident Insurance: $500,000
$0.00
Ins.
® Yes
❑ No
Annual Card Fee:
Executive Cards
Contingent
Monthly
25 Days
Up to 1% of.Cards Issued
$0.00
Over 1 % of Cards Issued
$100.00
❑ Yes
10 No
Travel Accident Insurance: $1,000,000.00
$0.00
Not Paid by Due Date
0%
Not Paid by Each Subsequent Billing Cycle
1.0%
M4��
U.S. Schedule 2
Revenue Sharing Opportunity
The Following Fees Apply to All Card Products
Annual Card Fee
Overnight Card Delivery Fee
Non - Sufficient Funds Fee
Statement Copy
Draft Copy
B. Ancillary Services and Fees
$ 0.00
$20.00
$15.00
$ 5.00
$ 5.00
C. Contract Tenn
Ancillary Service
Description
Fee
Convenience
Transaction Fee
1.7%
Checks
Minimum Fee
$3.00
❑ Yes
Returned Check
$15.00
® No
Fee
$15.00
Stop Payment
$2.00
Product or Program
Fee
Type
Copy Fee
❑ Corporate Card
❑ One Card
❑ Purchase Card
ATM Access / Cash
Transaction Fee
2.0%
Advances
Minimum Fee-
$2.00
® Yes
❑ No
Product or Program
Type
❑ Corporate Card
One Card
Purchase Card
Commencement Date
Base Period
® Date of Contract
Five Years with the
Execution by U.S.
option for one (1) two
Bank
(2) year extension
available.
❑ Other Date.
D. Net Annual Charge Volume Aggregation with
Other WSCA States
E. Foreign Transaction Fees. U.S. Bank currently assesses a two and one half percent (2.5 Foreign
Transaction Fee but reserves the right to raise the fee with sixty (60) days prior written notice to State.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
RON
U.S. Schedule 2
Revenue Sharing Opportunity
F. Sates Volume Estimates. U.S. Schedule 2 has been prepared by U.S. Bank using the following non- binding
sales volume estimates which were provided to U.S. Bank by State:
1. Corporate Card
Year
Estimated Sates Volume
1
$16,000,000.00
2
$18,000,000.00
3
$23,000,000.00
4
$25,000,000.00
5
$30,000,000.00
2. Purchase Card
Year
Estimated Sales Volume
1
$215,000,000.00
2
$240,000,000.00
3
$270,000,000.00
4
$300,000,000.00
5
$350
3. One Card
Year
:,:.Estimated Sales Volume
1
$4,500,000.00
2
$5,000,000.00
3
$5,600,000.00
4
$6,200,000.00
5
$6,900,000.00
A. Corporate Card Revenue Share.
1. Terminology
a. "Account' means any account number to which Charges and payments may be posted. This includes
Corporate Cards and Central Billing Accounts.
b. "Aggregate Net Annual Charge Volume" means all charges set forth on the Statements furnished for
all Accounts of all WSCA States, their State Agencies and Political Subdivisions less fees, cash
advances, fraudulent charges, chargebacks, charges qualifying for large transaction interchange rates,
and amounts Charged -off by U.S. Bank with respect to such Accounts as uncotlectible for the
Agreement Year.
c. "Agreement Year" means a twelve (12) month period beginning with the first such period following the
Commencement Date of the first WSCA State to enter into a Corporate Card Program Agreement with
U.S. Bank (the "Rebate Calculation Start Date'). For clarity, such Rebate Calculation Start Date is
January 1, 2008.
d. "Average Transaction Size" means the Net Annual Charge Volume divided by the number of
purchase transactions during each Agreement Year. A purchase transaction is a debit point of sale
purchase transaction.
e. "Charge -off' means any amount due and owing to U.S. Bank or its affiliates by State, State Agency
and/or Political Subdivision that remains unpaid for one hundred fifty (150) days after the date that it
was first billed.
f. "File Turn Days" means the number of days from the date U.S. Bank funds a Charge transaction to
the date payment by the State, State Agency and/or Political Subdivision for that transaction is posted,
inclusive of the beginning and ending dates.
g. "File Turn Days Payment Performance" means the average speed of repayment of Charges by the
State, State Agency and/or Political Subdivision made for each Agreement Year.
h. "Fraudulent Charges" means those Charges which are not initiated, authorized or otherwise
requested by Customer, its Affiliates, State Agencies, Political Subdivisions, and /or a Cardholder by any
means (electronic, telephonic or written) and do not directly or indirectly benefit Customer, its Affiliates,
Political Subdivisions and /or a Cardholder.
L "Net Annual Charge Volume" means all Charges set forth on the Statements furnished for all
Accounts of the State, State Agency or Political Subdivision, less Fees, Cash Advances, Fraudulent
U.S. Schedule 2
Revenue Sharing Opportunity
Charges, chargebacks, Charges qualifying for large transaction interchange rates and amounts
Charged -off by U.S. Bank with respect to such Accounts as uncollectible for each Agreement Year.
j. "Revenue Share" means the combination of the Performance Rebate and Volume Rebate.
k. "Total Rebate Percentage" means the sum total of the Performance Rebate Percentage and the
Volume Rebate Percentage.
1. "WSCA State'- means a member of the Western States Contracting Alliance which enters into an
agreement with U.S. Bank for Corporate Card Services and has checked a box to aggregate its spend
with other WSCA states on Schedule 1 of this U.S. Country Addendum.
2. Conditions. The following conditions apply to all Revenue Share opportunities:
a. Pricing. The pricing applied to this Revenue Share opportunity is subject to the completion of a five (5)
year term (the "Agreement Tenn "). No additional incentive shall be offered to a WSCA State until
completion of said Agreement Term.
b. Timing.
'i. The first Revenue Share payment, if any, shall be made by the end of ninety (90) days after the
completion of the Agreement Year. Subsequent calculations and payments, if any, shall be made
in a similar fashion on each twelve (12) month anniversary of the first calculation. If any Revenue
Share payment date falls on a non - business day, Revenue Share payments due shall be made on
the next business day.
ii. Upon the termination of the Master Agreement and U.S. Country Addendum for cause by State or
without cause by U.S. Bank, U.S. Bank will pay to Customer a pro rata portion of the Performance
and/or Volume Rebate based on the number of completed months between the start of the
Addendum Year through the effective date of said termination. The last Revenue Share calculation
and payment will be made within eight (8) months after the end of the Agreement Year to allow for
any Charge -offs. If any Revenue Share payment date falls on a non- business day, Revenue Share
payments due shall be made on the next business day.
iii. After the end of the completion of the Agreement Term, the last Revenue Share calculation and
payment will be made within eight (8) months after the actual termination date to allow for any
Charge -offs. If any Revenue Share payment date falls on a non - business day, Revenue Share
payments due shall be made on the next business day.
c. Adjustments. Any Revenue Share payment made pursuant to the Master Agreement and this U.S.
Country Addendum will be net of accumulated Fraudulent Charges and /or Charge -offs resulting from
participation in U.S. Bank or U.S. Bancorp Card Services, Inc. programs regardless of whether the
underlying agreement between the parties is valid or has been terminated.
c. Penalties. In the event that the Master Agreement and/or this U.S. Country Addendum is terminated
early without cause by State or with cause by U.S. Bank and/or the primary provider provision of this
U.S. Country Addendum is violated, in addition to any other remedies available to U.S. Bank, this
Revenue Share opportunity shall immediately terminate and no rebate shall be paid.
d. Confidentiality. State expressly agrees that the terms and conditions of this Revenue Share
opportunity are confidential and may not be disclosed to third parties, unless required by law*or
regulation, without U.S. Bank's prior written consent, which may be exercised at its sole option.
3. Minimum Performance Requirements. No Revenue Share calculation shall be made unless:
a. The File Turn Days Payment Performance for all Account Statements is equal to or less than sixty
(60) File Turn Days.
b. The State's Net Annual Charge Volume is equal to or greater than five million U.S. Dollars
($5,000,000.00).
c. The Average Transaction Size is equal to or greater than seventy-five U.S. Dollars ($75.00).
4. Performance Rebate. U.S. Bank shall pay to the State, State Agency and Political Subdivision a portion of
the aggregate Net Annual Charge Volume through a rebate ( "Performance Rebate "). The Performance
Rebate will be based on the File Turn Days Payment Performance for all Accounts for each Agreement
Year. The Performance Rebate calculation will be made in accordance with the Table A, below.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
La
U.S. Schedule 2
Revenue Sharing Opportunity
Table A
File
Turn Days
Performance
Rebate Percentage
60
0.00000%
59
0.01000%
58 -
- 0.02000 %.. -
57
0.03000%
56
0.04000%
55
0.05000%
54
0.06000
53
0.07000%
52
0.08000%
51
0.09000%
50
0.10000%
49
0.11000%
48
0.12000%
47
0.13000 %.
46
0.14000%
45
0.15000%
44
0.16000%
43
0.17000%
42
0.18000%
41
0.19000%
40
0.20000%
39
0.21000%
38
0.22000%
37
0.23000
36
0.24000%
35
0.25000%
34
0.26000%
33
0.27000%
32
0.28000%
31
0.29000%
30
0.30000
29
0.31000%
28
0.32000%
27
0.33000%
26
0.34000%
25
0.35000%
24
0.36000%
23
0.37000%
22
0.38000%
21
0.39000%
20
0.40000%
19
0.41000%
18
0.42000%
17
0.43000%
16
0.44000%
15 ..
0.45000%
14
0.46000%
13
0.47000%
12
0.48000%
11
0.49000%
10
0.50000%
9
0.51000%
8
0.52000%
7
0.53000%
6
0.54000%
5
0.55000%
4
0.56000%
3
0.57000%
2
0.58000°
1
0.59000%
0
0.60000%
a I W-D A
Corporate Card Program Volume Rebate. U.S. Bank shall pay to the State, State Agency and each Political Subdivision a portion of the aggregate Net Annual Charge
Volume through a rebate ( " Volume Rebate "). The Volume Rebate will be based on the Aggregate Net Annual Charge Volume and the Average! Transaction Size. The
Volume Rebate calculation will be made in accordance with Table B, below.
P31
Table B
Average Transaction Size
Aggregate
Net Annual
$75.00
$100.00
$125.00
$150.00
$200.00
$250.00
$300.00
$350.00
1 $400.00
1 $450.00
$500.00
$560.00
$600.00
$650.00
$700.00
$750.00
$800.00
Charge Volume
Volume Rebate Percentage
$10,000,000,00
0.1100%
0.0800%
0.1940%
0.2700%
0.3650%
0.4220%
0.4600%
0,4870%
0.5070%
0.5230%
0.5360%
0.5460%
0.5550%
0.5620%
0.5690%
0.5740%
0.5790 % -
$25,000,000.00
0.0290%
0.1610%
0.2750%
0.3510%
0.4460%
0.5030%
0.5410%
0.5680%
0.6880%
0.6040%
0.6170%
0.6270%
0.6360%
0.6430%
0.6500%
0.6550%
0.6600%
$50,000,000.00
0.0520%
0.2420%
0.3560%
0.4320
0.5270%
0.5840%
0.6220%
0.6490%
0.6690%
0.6850%
0.8980%
0.7080%
0.7170%
0.7240%
0.7310%
0.7360%
0.7410%
$75,000,000.00
0.1000%
0.2900%
0.4040%
0.4800%
0.5750%
0.6320%
0.6700%
0.6970%
0.7170%
0.7330%
0.7460%
0.7560%
0.7650%
0.7720%
0.7790%
0.7840%
0.7890%
$100
0.1490%
0.3390%
0.4530%
1 0.5290%
0.6240%
0.8610%
0.7190%
0.7480%
0,7660%
0.7820%
1 0.7950%
0.8050%
0.8140
0.8210%
0.8280%
0.8330%
0.8380%
$150,000,000.00
0.1810%
0.3710%
0.4850%
0.5610%
0.6660%
0.7130%
0.7510%
0.7780%
0.7980%
0.8140%
0.8270%
0.8370%
0.8460%
0,8530%
0.8600%
0.8650%
0.8700%
$ 200,000,000.00
0.1970%
0.3870%
0.5010%
0.6770%
0.6720%
0.7290%
0.7870
0.7940%
0.8140%
0.8300%
0.6430%
0.8530%
0.8620%
0.8690%
0.8760%
0.8810%
0.8860%
$260,000,000.00
0.2130%
0.4030%
0.5170%
0.5930%
0.6680%
0.7450%
0.7830
0.8100%
0.8300%
0.8480
0.8590%
0.8690%
0.8780%
0,8850%
0.8920%
0.8970%
0.9020%
$30D,000,000.00
0.2460%
0.4360%
0.5500%
0.8260%
0.7210%
0.7780%
0.8160%
0.8430%
0.8630%
0.8790
0.8920%
0.9020%
0.9110%
0.9180%
0.9250°/
0.9300%
0.9350%
$350,000,000.00
0.2780%
0.4680%
0.5820%
0.6580%
0.7530%
0.8100%
0.8480°/
0.8750%
0.8950%
0.9110%
0.9240%
0.9340%
0.9430%
0.9600
0.9670%
0.9620%
0.9670%
$4 00,000 , 000,00
0.3100%
0.5000%
0.6140 %'
0.6900%
0.7850%
0.8420%
0.8800%
0.9070%
0.9270%
0.9430%
0.9560%
0.9660%
0.9750%
0.9820%
0.9890%
0.9940%
0.9990%
$450,000,000-00
0.3270%
0.5170%
0.6310%
1 0.7070
0.8020%
0.8590%
0.8970%
0.9240
0.9440%
0.9600%
0.9730%
0.9830%
0.9920%
1 0.9990%
1.0060%
1.0110%
1.0160%
$600,000,000.00
0.3430%
0.5330%
0.6470%
0.7230%
0.8180%
0.8750%
0.9130%
0.9400%
0.9800%
0.9760%
0.9890%
0.9990%
1.0080%
1.0150%
1.0220%
1.0270%
1.0320%
$550 000 000.00
0.3590%
0.5490%
0.6630%
0.7390%
0.8340%
0.8910%
0.9290%
0.9660%
0.9760%
0.9920%
1.0050%
1.0150%
1.0240%
1.0310%
1.0380%
1.0430%
1.0480%
$600,000,000.00
1 0.3750%
0.5650%
0.6790%
0.7550%
0.8500%
0.9070
0.9460%
0.9720%
0.9920%
1.0080%
1.0210%
1.0310%
1,0400%
1.0470%
1.0540%
1.0590%
1.0640%
P31
U.S. Schedule 2
Revenue Sharing Opportunity
6. Revenue Share Calculation. The Revenue Share payment, if any, shall be calculated as set forth below.
A. State Revenue Share Calculation. U.S. Bank will calculate the File Turn Days Payment Performance
for the Agreement Year to find the Performance Rebate Percentage on Table A for the Performance Rebate.
U.S. Bank will calculate the Aggregate Net Annual Charge Volume and the Average Transaction Size for the
same Agreement Year to find the Volume Rebate Percentage orrTable B for the Volume- Rebate. Annually;
U.S. Bank will multiply the Total Rebate Percentage by the Net Annual Charge Volume of the State for that
same Agreement Year. The result will be the gross Revenue Share. U.S. Bank will subtract any Fraudulent
Charges and /or Charge -offs that have not been subtracted at any time during any of the past Agreement
Year(s) from the gross Revenue Share. The result will be the net Revenue Share. Any Overage due to
Fraudulent Charges and/or Charge -Offs of a State Agency or Political Subsidiary shall be subtracted from
each State Agency or Political Subsidiary's respective Revenue Share. If the State Agency or Political
Subsidiary does not earn enough Revenue Share to cover their Overage amount, the remaining Overage
amount will be subtracted from the State's Administrative Fee as set forth in Attachment 2.1.1, Purchase
Card Program Revisions, Section H Incentive Rebate Programs, above. Any Charge -offs of the State in
excess of the State Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more
of the following Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a
negative dollar amount due to Charge -offs, U.S. Bank may request, and State agrees to reimburse, U.S.
Bank up to the dollar amount previously paid by U.S. Bank to State.
B. State Agency Revenue Share Calculation. U.S. Bank will calculate the File Turn Days Payment
Performance for the Agreement Year to find the Performance Rebate Percentage on Table A for the
Performance Rebate. U.S. Bank will calculate the Aggregate Net Annual Charge Volume and the Average
Transaction Size for the same Agreement Year to find the Volume Rebate Percentage on Table B for the
Volume Rebate. Annually, U.S. Bank will multiply the Total Rebate Percentage by the Net Annual Charge
Volume of the State Agency for that same Agreement Year. The result will be the gross Revenue Share.
U.S. Bank will subtract any Fraudulent Charges and/or Charge -offs that have not been subtracted at any
time during any of the past Agreement Years) from the gross Revenue Share. The result will be the net
Revenue Share. Any Overage due to Fraudulent Charges and/or Charge -offs shall be subtracted from the
State's Administrative Fee as set forth in Attachment 2.1.1, Purchase Card Program Revisions, Section H
Incentive Rebate Programs, above. Any Charge -offs of the State Agency in excess of the State's
Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more of the following
Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a negative dollar amount
due to Charge -offs, U.S. Bank may request, and the State Agency agrees to reimburse, U.S. Bank up to the
dollar amount previously paid by U.S. Bank to the State Agency.
C. Political Subdivision Revenue Share Calculation. U.S. Bank will calculate the File Turn Days
Payment Performance for the Agreement Year to find the Performance Rebate Percentage on Table A for
the Performance Rebate. U.S. Bank will calculate the Aggregate Net Annual Charge Volume and the
Average Transaction Size for the same Agreement Year to find the Volume Rebate Percentage on Table B
for the Volume Rebate. Annually, U.S. Bank will multiply the Total Rebate Percentage by the Net Annual
Charge Volume for the Political Subdivision for that same Agreement Year. The result will be the gross
Revenue Share. U.S. Bank will subtract any Fraudulent Charges and/or Charge -offs that have not been
subtracted at any time during any of the past Agreement Year(s) from the gross Revenue Share. The result
will be the net Revenue Share. Any Overage due to Fraudulent Charges and/or Charge -offs shall be
subtracted from the State's Administrative Fee as set forth in Attachment 2.1.1, Purchase Card Program
Revisions, Section H Incentive Rebate Programs, above. Any Charge -offs in excess of the State
Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more of the following
Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a negative dollar amount
due to Charge -offs, U.S. Bank may request, and the Political Subdivision agrees to reimburse, U.S. Bank up
to the dollar amount previously paid by U.S. Bank to the Political Subdivision.
B. One Card Revenue Share.
1. Terminology
a. "Account" means any account number to which Charges and
One Cards and Central Billing Accounts.
b. "Aggregate Net Annual Charge Volume" means all charges
all Accounts of all WSCA States, their State Agencies an d
advances, fraudulent charges, chargebacks, charges qualifyin g
and amounts Charged -off by U.S. Bank with respect to
Agreement Year.
48
payments may be posted. This includes
set forth on the Statements furnished for
Political Subdivisions less fees, cash
for large transaction interchange rates;
such Accounts as uncollectible for the
U.S. Schedule 2
Revenue Sharing Opportunity
c. "Agreement Year" means a twelve (12) month period beginning with the first such period following the
Commencement Date of the first WSCA State to enter into a One Card Program Agreement with U.S.
Bank (the "Rebate Calculation Start Date "). For clarity, such Rebate Calculation Start Date is
January 1, 2008.
d. "Average Transaction Size" means the Net Annual Charge Volume divided by the number of
purchase transactions during each - Agreement Year. A purchase transaction -is a- debit - point of- sale - --
purchase transaction.
e. "Charge -off' means any amount due and owing to U.S. Bank or its affiliates by the State, State
Agency and/or Political Subdivision that remains unpaid for one hundred fifty (150) days after the date
that it was first billed.
f. "File Turn Days" means the number of days from the date U.S. Bank funds a Charge transaction to
the date payment by the State, State Agency or Political Subdivision for that transaction is posted,
inclusive of the beginning and ending dates._
g. "File Turn Days Payment Performance" means the average speed of repayment of Charges by the
State, State Agency or Political Subdivision made for each Agreement Year.
h. "Fraudulent Charges" means those Charges which are not initiated, authorized or otherwise
requested by Customer, its Affiliates, State Agencies, Political Subdivisions, and/or a Cardholder by any
means (electronic, telephonic or written) and do not directly or indirectly benefit Customer, its Affiliates,
Political Subdivisions and/or a Cardholder.
1. "Net Annual Charge Volume" means all Charges set forth on the Statements furnished for all
Accounts of the State, State Agency or Political Subdivision, less Fees, Cash Advances, Fraudulent
Charges, chargebacks, Charges qualifying for large transaction interchange rates and amounts
Charged -off by U.S. Bank with respect to such Accounts as uncollectible for each Agreement Year.
J. "Revenue Share" means the combination of the Performance Rebate and Volume Rebate.
k. 'Total Rebate Percentage" means the sum total of the Performance Rebate Percentage and the
Volume Rebate Percentage.
I. "WSCA State" means a member of the Western States Contracting Alliance which enters into an
agreement with U.S. Bank for One Card Services and has checked a box to aggregate its spend with
other WSCA states on Schedule 1 of this U.S. Country Addendum.
2. Conditions. The following conditions apply to all Revenue Share opportunities.
a. Pricing. The pricing applied to this Revenue Share opportunity is subject to the completion of a five (5)
year term (the "Agreement Term "). No additional incentive shall be offered to a WSCA State until
completion of said Agreement Term.
b. Timing.
j. The first Revenue Share payment, if any, shall be made by the end of ninety (90) days after the
completion of the Agreement Year. Subsequent calculations and payments, if any, shall be made
in a similar fashion on each twelve (12) month anniversary of the first calculation. If any Revenue
Share payment date falls on a non - business day, Revenue Share payments due shall be made on
the next business day.
ii. Upon the termination of the Master Agreement and U.S. Country Addendum for cause by State or
without cause by U.S. Bank, U.S. Bank will pay to Customer a pro rata portion of the Performance
and/or Volume Rebate based on the number of completed months between the start of the
Addendum Year through the effective date of said termination. The last Revenue Share calculation
and payment will be made within eight (8) months after the end of the Agreement Year to allow for
any Charge -offs. If any Revenue Share payment date falls on a non - business day, Revenue Share
payments due shall be made on the next business day.
iii. After the end of the completion of the Agreement Term, the last Revenue Share calculation and
payment will be made within eight (8) months after the actual termination date to allow for any
Charge -offs. If any Revenue Share payment date falls on a non - business day, Revenue Share
payments due shall be made on the next business day.
c. Adjustments. Any Revenue Share payment made pursuant to the Master Agreement and this U.S.
Country Addendum will be net of accumulated Fraudulent Charges and/or Charge -offs resulting from
participation in U.S. Bank or U.S. Bancorp Card Services, Inc. programs regardless of whether the
underlying agreement between the parties is valid or has been terminated.
c. Penalties. In the event that the Master Agreement and/or this U.S. Country Addendum is terminated
prior to the end of the Agreement Term without cause by State or with cause by U.S. Bank and/or the
primary provider provision of this U.S. Country Addendum is violated, in addition to any other remedies
available to U.S. Bank, this Revenue Share opportunity shall immediately terminate and no rebate shall
be paid.
d. Confidentiality. State expressly agrees that the terms and conditions of this Revenue Share
opportunity are confidential and may not be disclosed to third parties, unless required by law or
regulation, without U.S. Bank's prior written consent, which may be exercised at its sole option.
49
U.S. Schedule 2
Revenue Sharing Opportunity
3. Minimum Performance Requirements. No Revenue Share calculation shall be made unless:
a. The File Turn Days Payment Performance for all Account Statements is equal to or less than sixty
(60) File Turn Days.
b. The Net Annual Charge Volume is equal to or greater, than five million U.S. Dollars
($5,000,000.00).
c. The-Average Transaction Size - is equal to - or greater than- seventy -five U:S.-Dollars ($75:00). - -
4. Performance Rebate. U.S. Bank shall pay to State, State Agencies and Political Subdivisions a portion of
the aggregate Net Annual Charge Volume through a rebate ( "Performance Rebate "). The Performance
Rebate will be based on the File Turn Days Payment Performance for all Accounts for each Agreement
Year. The Performance Rebate calculation will be made in accordance with the Table A, below.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
50
U.S. Schedule 2
Revenue Sharing Opportunity
Table A
File
Turn Days
Performance
Rebate Percentage
60
0.00000%
59
0.01000%
58
0.02000%
57
0.03000%
-_ ._..... ._...56...
0.04000 %_ --
55
0.05000%
54
0.06000%
53
0.07000%
52
0.08000%
51
0.09000%
50
0.10000%
49
0.11000
48
0.12000%
47
0.13000%
46
0.14000%
45
0.15000%
44
0.16000%
43
0.17000
42
0.18000%
41
0.19000%
40'
020000%
39
0.21000%
38
0.22000%
37
0.23000%
36
0.24000%
35
0.25000%
34
0.26000%
33
0.27000%
32
0.28000%
31
0.29000%
30
0.30000%
29
0.31000%
28
0.32000%
27
0.33000%
26
0.34000%
25
0.35000%
24
0.36000%
23
0.37000%
22
0.38000%
21
0.39000%
20
0.40000%
19
0.41000%
18
0.42000
17
0.43000%
16
0.44000%
15
0.45000%
14
0.46000%
13
0.47000%
12
0.48000%
11
0.49000%
10
0.50000%
9
0.51000%
8
0.52000%
7
0.53000%
6
0.54000°x6
5
0.55000%
4
0.56000%
3
0.57000%
2
0.58000°x6
1
0.59000%
0
0.60000%
51 J��
U.S. Schedule 2
Revenue Sharing Opportunity
S. One Card Volume Rebate. U.S. Bank shall pay to State, State Agencies and Political Subdivisions a portion of its Net Annual Charge Volume through a
rebate ( "Volume Rebate "). The Volume Rebate will be based on the Total Net Annual Charge Volume and the Average Transaction Size ". The Volume
Rebate calculation will be made In accordance with Table B, below.
6. Revenue Share Calculation. The Revenue Share payment, if any, shall be calculated as set forth below.
A. State Revenue Share Calculation. U.S. Bank will calculate the File Turn Days Payment Performance for the Agreement Year to find the
Performance Rebate Percentage on Table A for the Performance Rebate. U.S. Bank will calculate the Aggregate Net Annual Charge Volume and the
Average Transaction Size for the same Agreement Year to find the Volume Rebate Percentage on Table B for the Volume Rebate. Annutilly, U.S. Bank
will multiply the Total Rebate Percentage by the Net Annual Charge Volume of the State for that same Agreement Year. The result will be the gross
Revenue Share. U.S. Bank will subtract any Fraudulent Charges and/or Charge -offs that have not been subtracted at any time during any of the past
Agreement Year(s) from the gross Revenue Share. The result will be the net Revenue Share. Any Overage due to Fraudulent Charges and /or Charge -
Offs of a State Agency or Political Subsidiary shall be subtracted from each State Agency or Political Subsidiary's respective Revenue Share. If the State
Agency or Political Subsidiary does not earn enough Revenue Share to cover their Overage amount, the remaining Overage amount will, be subtracted
from the State's Administrative Fee as set forth in Attachment 2.1.1, Purchase Card Program Revisions, Section H Incentive Rebate Programs, above.
Any Charge -offs of the State in excess of the State Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more of the
following Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a negative dollar amount due to Charge -offs, U.S. Bank may
request, and State agrees to reimburse, U.S. Bank up to the dollar amount previously paid by U.S. Bank to State.
J
Page 52 of 66
Table B
Average Transaction Size
Aggregate
Net Annual
$120.00
$150.00
$175.00
$200.00
$250.00
$300.00
$350.00
$400.00 1 $450.00
1 $500.00
1 $550.00
$600.00
$650.00
$700.00
$750.00
.$800.00
$850.00
$900.00
Charge Volume
..Volume Rebate Percentage
$10,000
0.2259%
0.3210%
0.3760%
0.4160^/6
0.4730%
0.5110%
0.6380%
0.5690%
0.6750%
0.5870%
0.5980%
0.6060%
0.6140%
0.6200%
0.6250%
1 0.6300%
0.6340%
0.6380%
$25,000,000.00
0.3069%
0.4020%
0.4570%
0.4970%
0.5540%
0.5920%
0.6180%
0.6400%
0.6560%
0.6680%
0.6790%
0.6870%
0.6960%
0.7010%
0.7060%
:0.7110%
0.7160%
0.7190%
$50,000,000.00
0.3879%
0.4830%
0.5380%
0.5780%
0.8350%
0.6730%
0.7000%
0.7210%
0.7370%
0.7490%
0.7600%
0.7680%
0.7760%
0.7820%
0.7870
.0.7920%
0.7960%
0.8000%
$75,000.000.00
0.4359%
0.5310%
0.5860%
0.6280
0.6830
0.7210%
0.7480%
0.7690%
0.7850
0.7970%
0.8080%
0.8160%
0.8240%
0.8300%
0.8350%
0.8400%
0.8440%
0.8480%
$100,000.000.00
0.4849%
0.5800%
0.8350%
0.6750%
0.7320%
0.7700%
0.7970%
0.8180%
0.8340%
0.8480%
0.8570%
0.8650%
0.8730%
0.8790%
0.8840
:0.8890
0.8930%
0.8970%
$150,000.000.00
0.5169%
0.6120%
0.6670%
0.7070%
0.7640%
0.8020%
0.8290%
0.8500%
0.8mo%
0.8780
0.8890
0.8970%
0.9050%
0.9110%
0.9160
.0.9210%
0.9250%
0.9290%
$200,000,000.0D
0.5329%
0.6280%
0.6830%
0.7230%
0.7800%
0.8180%
0.8450°x!,
0.8660%
0.8820%
0.8940
0.9050%
0.9130%
0.9210%
0.9270%
0.9320
1
•0.9370%
0.9410%
0.9460%
$260,000,000.00
0.5499%
0.6460%
0.7000%
0.7400%
0.7970%
0.8350%
0.8820%
0.8830%
0.8990%
0.9110%
0.9220%
0.9300%
0.9380%
0.9440%
0.9490%
;0.9540%
0.9580
0.9620%
$300
0.5819%
0.6770%
1 0.7320%
0.7720%
0.8290%
0.8870%
0.8940%
0.9150%
0.9310%
0.9430%
0.9540%
0.9620%
0.9700%
0.9760%
0.9810
0.9860%
0.9900%
0.9940%
6. Revenue Share Calculation. The Revenue Share payment, if any, shall be calculated as set forth below.
A. State Revenue Share Calculation. U.S. Bank will calculate the File Turn Days Payment Performance for the Agreement Year to find the
Performance Rebate Percentage on Table A for the Performance Rebate. U.S. Bank will calculate the Aggregate Net Annual Charge Volume and the
Average Transaction Size for the same Agreement Year to find the Volume Rebate Percentage on Table B for the Volume Rebate. Annutilly, U.S. Bank
will multiply the Total Rebate Percentage by the Net Annual Charge Volume of the State for that same Agreement Year. The result will be the gross
Revenue Share. U.S. Bank will subtract any Fraudulent Charges and/or Charge -offs that have not been subtracted at any time during any of the past
Agreement Year(s) from the gross Revenue Share. The result will be the net Revenue Share. Any Overage due to Fraudulent Charges and /or Charge -
Offs of a State Agency or Political Subsidiary shall be subtracted from each State Agency or Political Subsidiary's respective Revenue Share. If the State
Agency or Political Subsidiary does not earn enough Revenue Share to cover their Overage amount, the remaining Overage amount will, be subtracted
from the State's Administrative Fee as set forth in Attachment 2.1.1, Purchase Card Program Revisions, Section H Incentive Rebate Programs, above.
Any Charge -offs of the State in excess of the State Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more of the
following Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a negative dollar amount due to Charge -offs, U.S. Bank may
request, and State agrees to reimburse, U.S. Bank up to the dollar amount previously paid by U.S. Bank to State.
J
Page 52 of 66
U.S. Schedule Z
Revenue Sharing Opportunity
B. State Agency Revenue Share Calculation. U.S. Bank will calculate the File Turn Days Payment Performance
for the Agreement Year to find the Performance Rebate Percentage on Table A for the Performance Rebate. U.S.
Bank will calculate the Aggregate Net Annual Charge Volume and the Average Transaction Size for the same
Agreement Year to find the Volume Rebate Percentage on Table B for the Volume Rebate. Annually, U.S. Bank
will multiply the Total Rebate Percentage by the Net Annual Charge Volume of the State Agency for that same
Agreement Year. - The resuirWill gross Reveriue Share - - U S: Bank will sUbtractany Fraudulent Charges - -
and /or Charge -offs that have not been subtracted at any time during any of the past Agreement Year(s) from the
gross Revenue Share.. The result will be the net Revenue Share. Any Overage due to Fraudulent Charges and/or
Charge -offs shall be subtracted from the State's Administrative Fee as set forth in Attachment 2.1.1, Purchase
Card Program Revisions, Section H Incentive Rebate Programs, above. Any Charge -offs of the State Agency in
excess of the State's Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more of
the following Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a negative dollar
amount due to Charge -offs, U.S. Bank may request, and the State Agency agrees to reimburse, U.S. Bank up to
the dollar amount previously paid by U.S. Bank to the State Agency.
C. Political Subdivision Revenue Share Calculation. U.S. Bank will calculate the File Turn Days Payment
Performance for the Agreement Year to find the Performance Rebate Percentage on Table A for the Performance
Rebate. U.S. Bank will calculate the Aggregate Net Annual Charge Volume and the Average Transaction Size for
the same Agreement Year to find the Volume Rebate Percentage on Table B for the Volume Rebate. Annually,
U.S. Bank will multiply the Total Rebate Percentage by the Net Annual Charge Volume for the Political Subdivision
for that same Agreement Year. The result will be the gross Revenue Share. U.S. Bank will subtract any
Fraudulent Charges and/or Charge -offs that have not been subtracted at any time during any of the past
Agreement Year(s) from the gross Revenue Share. The result will be the net Revenue Share. Any Overage due to
Fraudulent Charges and/or Charge -offs shall be subtracted from the State's Administrative Fee as set forth in
Attachment 2.1.1, Purchase Card Program Revisions, Section H Incentive Rebate Programs, above. Any Charge -
offs in excess of the State Administrative Fee from one (1) Agreement Year will be subtracted from one (1) or more
of the following Agreement Years. Upon termination of the Agreement, if the net Revenue Share is a negative
dollar amount due to Charge -offs, U.S. Bank may request, and the Political Subdivision agrees to reimburse, U.S.
Bank up to the dollar amount previously paid by U.S. Bank to the Political Subdivision.
Page 53 of 66
ATTACHMENT 2.1.5
I _ .. .. - -- - - . _ ..._ _ .. .. - _.. STATE OFWASHINGTON
PARTICIPATION ADDENDUM
Page 54 of 66
ATTACHMENT 2.1.5
PARTICIPATION ADDENDUM TO THE PARTICIPATING ADDENDUM
1. PARTICIPANTS
This Participation Addendum ( "Participation Addendum ") modifies the Participating Addendum, dated
200_ (the "Participating Addendum'] to allow the State departments and agencies
attached hereto as Schedule A (hereinafter, the "State Agencies") to participate under the Agreement:
State acknowledges responsibility for ensuring that all State Agencies listed comply with the terms of the
Participating Addendum and that State will be liable for any Debt incurred by the State Agencies.
Page 55 of 66
I
Authorized State Agencies
SCHEDULE A
Washington State Agencies
Washington State Agencies shall be defined pursuant to 236-48 -003 WAC, and shall include all
Washington agencies or institutions, the offices of the elective state officers, the Supreme Court,
the court of appeals, the administrative and other departments of , state government, and the
offices of all appointive officers of the "Agency" (which does not include individual members of
the legislature) and shall include all Washington institutions of higher education, or colleges,
community colleges and universities who choose to participate in state contract(s) under RCW
28B.10.029 This list may be updated by the Washington State Office of Financial Management
from time to time as needed.
List of State Agencies as of date of execution of the Washington State Participating Addendum:
A
Accountancy, Board of
Actuary Office of the State
Administrative Hearings, Office of
African /American Affairs, Commission on
Agriculture, Department of
Apple Commission
Archaeology and Historic Preservation, Department of
Architects, Board of Registration for
Arts Commission, State
Asian Pacific American Affairs. Commission on
Asparagus Commission
Attorney General, Office of the
Audit and Review Committee. Joint Legislative
Auditor, Office of the State
Aviation, Department of Transportation
Page 56 of 66
B
Barley Commission
Beef Commission
_ .._ ...-
Blind . ,.Department.of Services.for_the.
Blind, State School for the
Blueberry Commission
Building Code Council, State
I'. c
W
Caseload Forecast Council
Code Reviser, Office of the
Columbia River Gorge Commission
Community and Technical Colleges, State Board for
Communitv. Trade and Economic Development
Conservation Commission
Convention and Trade Center, state
Coordinated Transportation, Agency Council on
Corrections, Department of
County Road Administration Board
Court of Appeals
COUrtS. Administrative Office of the
Criminal Justice Training Commission
Dairy Products Commission
Deaf, State School for the
Developmental Disabilities Council
E
Early Learning, Department of
ECOIOQY, Department of
Economic and Revenue Forecast Council
Economic Development Finance Authority
Education. State 'Board of
Emergency Management Division
Employee Retirement Benefits Board
Employment Security Department
Energy Facility Site Evaluation Council
Engineers and Land Surveyors, Board of Registration for
Environmental Hearings Office
Executive Ethics Board
Expenditure Limit Committee
Extension Energy Program
F
Page 57 of 66
Family Policy Council
Financial Institutions. Department of
Financial Management, office of
-.Fire.-Marsha state-
Fish and Wildlife. Department of
Forecast Council. Office of the
Forest Practices Appeals Board
Forest Practices Board
Freight Mobility Strategic Investment Board
Fruit Commission, state
Fryer commission
G
Gambling Commission. state
General Administration, Department of
Geographic Information Council, Washington
Governor, Office of the
Growth Management Hearings Boards
i
Health, Board of
Health, Department of
Health Care Authority
Health Care Facilities Authori
Higher Education Coordinating Board
Higher Education Facilities Authority
Hispanic Affairs, commission on
Historical Museum, state
Historical Society, state
Home Care Quality Authority
Horse Racing Commission
House of Representatives
Housing Finance Commission
Human Rights Commission
Hydraulics Appeals Board
Indeterminate Sentence Review Board
Indian Affairs, Governor's Office of
Industrial Insurance Appeals, Board of
Information Services Board
Information Services, Department of
Interagency Committee of State Employed Women
Interagency Committee, Office of the
Institute for Public Policy, state
Insurance Commissioner. Office of the
Page 58 of 66
International Relations and Protocol office of
Investment Board, state
J
Jail Industries Board
Joint Legislative Audit and Review Committee
Joint Transportation Committee
Judicial Conduct commission on
Justice Information Network
K'
K -20 Network
L
Labor and Industries
Labor Relations Office
Land Use Study Commission
Land Commissioner office of the
Landscape Architects Board of Registration for
Law_ Enforcement Officers and Fire Fighters Plan 2 Retirement Board
Law Libram state
Legal Aid Office of Civil
Legislative Ethics Board
Legislative Evaluation and Accountability Program Committee
Legislature Customer Service Center
Legislative Transportation Committee
Legislature, state
Library state
L199n l Department of
Lieutenant Governor Office of the
Liquor Control Board state
Lottery, state
M
Marine Employees' Commission
Medical Quality Assurance Commission
Military Department
Minority and Justice Commission state
Minority and Women's Business Enterprises office of
Monitoring Salmon Recovery and Watershed Health Forum on
i
National and Community Service commission for
Natural Resources Department of
Page 59 of 66 - eILL�
Northwest Cherries
Northwest Indian Fisheries Commission
Northwest Power and Conservation Council
0
Occupational Information Coordinating. Committee
Ombudsman, Office of the Family and Children's
P
R
S
Parks and Recreation Commission, state
Patrol, state
Pension Policy, select Committee on
Performance Measurement of Tax Preferences, Citizen Commission for
Personnel, Department of
Personnel Resources Board
Pesticide Registration, commission on
Pharmacy. State Board of
Pilotage Commissioners, Board of
Pollution Control Hearings Board
Pollution Liability Insurance Agency
Potato Commission
Prevention of Child Abuse and Neglect, Council for
Printing. Department of
Productivity Board
Professional Educator Standards Board
Psychology, F=camining Board of
Public Defense, Office of
Public Deposit Protection Commission
Public Disclosure Commission
Public Employment Relations Commission
Public Instruction, Office of the Superintendent of
Public Works Board
Puget Sound Partnership
Real Estate Appraiser Commission
Real Estate Commission
Recreation and Conservation Office
Red Ral2berry Commission
Redistricting Commission, state
Regulatory Assistance, office of
Retirement Systems, Department of
Revenue, Department of
Page 60 of 66
Salaries for Elected Officials citizens Commission on
Salmon Recovery Funding Board
Salmon Recovery Office Governor's
- - - - -- -- School- Directors' Associations __. _ _._
Secretary of State office of the
Seed Potato Commission
Senate. state
Sentencing Guidelines Commission
Shorelines Hearings Board
Social and Health Services Department of
Spokane Intercollegiate Research & Technology Institute
State Fire Marshal
State Patrol
Substance Abuse Council on
Supreme Court
Tax Appeals, Board of
Tax Preference, citizen Commission for Performance Measurement of
Tobacco Settlement Authoritv
TOUrlsm. Department of
Traffic Records Committee
Traffic Safety Commission
Transportation, Department of
Transportation Commission state
Transportation Improvement Board
Treasurer, Office of the State
Tree Fruit Research commission
TVW, Public Affairs Network
U
Utilities and Transportation Commission
Veterans Affairs. Department of
Volunteer Firefighters and Reserve Officers Board for
kIVA
Washington Biodiversity Council
Washington Invasive Species Council
Wheat Commission
Wine Commission
Workforce Training and Education Coordinating Board
Page 61 of 66
Higher Education:
To include all Washington institutions of higher education, colleges, community colleges
and universities who choose to participate in state contract(s) under RCW 28B.10.029
Page 62 of 66
ATTACHMENT 2.1.6 '
U.S. BANK
POLITICAL SUBDIVISION ADDENDUM
Page 63 of 66
l
ATTACHMENT 2.1.6
POLITICAL SUBDIVISION ADDENDUM
This'Political Sob7msion Addendum ( "PoIiticTSUtidvision Addendum is entered into, b an-c - --
between U.S. Bank National Association ND ( "U.S. Bank) and the Political Subdivision identified herein and
executing this Political Subdivision Addendum as "Political Subdivision ", and constitutes an addendum to
and modification of the Participating Addendum, dated . 2007 (the "Participating
Addendum ") between the State of Washington (the "State ") and U.S. Bank, which constitutes an addendum
to the Master Services Agreement 5-06-99 -01 dated October 19, 2006 (the "MSA ") between the State of
California (the "State of Califomia ") and U.S. Bank This Political Subdivision Addendum shall become
effective upon signing by or on the behalf of U.S. Bank ( "Effective Date ") and supersedes any previous and
like addenda with the Political Subdivision.
RECITALS
A. The State has entered into the Participating Addendum for the purpose of making available a Purchase
Card Program, Corporate Card Program and One Card Program as described in the Participating
Addendum and the MSA for use by the State Agencies and Political Subdivisions;
B. The State is willing to permit Political Subdivision's to participate in the Purchase Card Program,
Corporate Card Program and One Card Program, provided that Political Subdivision assumes all
responsibility and liability for Political Subdivision's performance of the terms and conditions of the
Participating Addendum and MSA as if Political Subdivision was the entity signing the Participating
Addendum and MSA as the State. Neither the State of Califomia nor the State shall bear liability or
responsibility for Political Subdivision under the Participating Addendum, th e MSA or this Political
Subdivision Addendum; and
C. Political Subdivision has received a copy of the MSA and the Participating Addendum from the State,
and after a thorough review of the MSA and the Participating Addendum, desires to become a Political
Subdivision; provided that Political Subdivision assumes all responsibility and liability for Political
Subdivision's performance of the terms and conditions of this Political Subdivision Addendum, as well
as the MSA and Participating Addendum, as if Political Subdivision was the entity signing the MSA and
the Participating Addendum as the State, but Political Subdivision shall not be liable for the acts and
omissions of the State of California or State under the MSA, the Participating Addendum or this Political
Subdivision Addendum.
AGREEMENT
Now therefore, in consideration of the foregoing Recitals, which are incorporated herein by reference, the
mutual promises and covenants set forth in the MSA and the Participating Addendum, which are
incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, all parties agree as follows:
Capitalized terms used in this Political Subdivision Addendum and not otherwise defined in this Political
Subdivision Addendum are used with the same respective meanings attributed thereto in the MSA and
the Participating Addendum.
Political Subdivision agrees to accept and perform all duties, responsibilities and obligations required of
the State as such relates to State Agencies as set forth in the MSA and the Participating Addendum.
Cards shall be issued to designated employees of Political Subdivision upon execution of this Political
Subdivision Addendum by Political Subdivision and U.S. Bank.
3. In order to determine credit qualifications for the Political Subdivision, the Political Subdivision shall
provide U.S. Bank with the last three (3) years of audited financial statements with this signed Political
Subdivision Addendum. The Political Subdivision shall provide to U.S. Bank annual financial
statements thereafter. U.S. Bank will review the financial statements and notify the Political Subdivision
of the approval or decline of its credit qualification. If such financial statements can be independently
obtained by U.S. Bank, the Political Subdivision will not be required to provide such financial
statements.
Page 64 of 66
4. Political Subdivision shall make payment to U.S. Bank for all Debt incurred by Political Subdivision, its
Cardholders and Accountholders as provided in the MSA and the Participating Addendum. "Debt"
means all amounts charged to a card and/or account including without limitation all amounts related to
purchases, fees and other Charges that are owed to U.S. Bank by Political Subdivision, its Cardholders
and Accountholders.
- - - - -- - 5. -- Political- Subdivision - declares - that- cardsshall- be_used for-.official- Political Subdivision - purchases- on ly r _.
and shall not be used for individual, consumer purchases or to incur consumer debt. Political
Subdivision warrants that it possesses the financial capacity to perform all of its obligations under the
MSA, the Participating Addendum and this Political Subdivision Addendum.
6. Effect of Early Termination on the Revenue Share Payment Under the One Card and Corporate
Card Programs Only.
A. Upon the termination of this Political Subdivision Addendum for cause by Political Subdivision or
without cause by U.S. Bank, U.S. Bank will pay to Customer a pro rata portion of the Performance
and/or Volume Rebate based on the number of completed months between the start of the
Addendum Year through the effective date of said termination. The last Revenue Share calculation
and payment will be made within eight (8) months after the end of the Agreement Year to allow for
any Charge -offs. If any Revenue Share payment date falls on a non - business day, Revenue Share
payments due shall be made on the next business day.
B. In the event that the Political Subdivision Addendum is terminated early without cause by the
Political Subdivision or with cause by U.S. Bank, in addition to any other remedies available to U.S.
Bank, this Revenue Share opportunity shall immediately terminate and no rebate shall be paid.
The representations, warranties and recitals of Political Subdivision set forth in this Political Subdivision
Addendum, the Participating Addendum and the MSA constitute valid, binding and enforceable
agreements of Political Subdivision. All extensions of credit made pursuant to this Political Subdivision
Addendum, the Participating Addendum and the MSA to Political Subdivision will be valid and
enforceable obligations of Political Subdivision and Political Subdivision shall pay to U.S. Bank or
Voyager, respectively, all Debts incurred by Political Subdivision in accordance with the terms of the
MSA, the Participating Addendum and this Political Subdivision Addendum. The execution of this
Political Subdivision Addendum and the performance of the-obligations hereunder and under the
Participating Addendum and the MSA are within the power of Political Subdivision, have been
authorized by all necessary action and do not constitute a breach of any agreement to which Political
Subdivision is a party or is bound.
Page 65 of 66
8. The notice address for Political Subdivision is:
Political Subdivision:
Attn:
9. Authorization and Execution. Political Subdivision represents and warrants that this transaction is within
the scope of the normal course of business and does not require further authorization for the Political
Subdivision to be duly bound by this Political Subdivision Addendum. This Political Subdivision
Addendum requires approval as to form by the Attorney for the Political - Subdivision. If this Political
Subdivision Addendum is not approved as to form by the Attorney for the Political Subdivision, the
completion of a Certificate of Authority is required and must accompany this Political Subdivision
Addendum.
In witness whereof, the parties have, by their duly authorized representatives, executed this Political
Subdivision
Dated this day of , 200 by: Dated this _ day of .200 by:
U.S. Bank National Association ND
Legal Name of Participating Agency
(Signature of Authorized Individual) (Signature of Authorized Individual)
Robert T. Abele
(Printed Name of Authorized Individual) (Printed Name of Authorized Individual)
Executive Vice President
(Printed Title of Authorized Individual) (Printed Tale of Authorized Individual)
Approved as to form:
(Signature of Attorney for Participating Agency)
(Printed Name of Attorney)
Page 66 of 66
PURCHASE CARD SERVICES
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD 213 (Rev 06/03) AGREEMENT NUMBER / AGENCY BILLING CODE
REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
Department of General Services
CONTRACTOR'S NAME
U.S. Bank National Association N.D. (U.S. Bank)
2 The term of this through
Agreement is:
3. The maximum amount $ 0
of this Agreement is:
4. The parties agree to comply with the terms and conditions of the following which are by this reference made a part
of the Agreement.
Exhibit A, Statement of Work, 13 Pages
Exhibit B, Contract Certification Clauses CCC 1005
Exhibit C, General Terms and Conditions (GTC) 306
Exhibit D, Additional Provisions
Exhibit E, Glossary of Terms
Exhibit F, Cost/Rebates
RFP DGS 55046 and the Contractor's response are incorporated and made a part of this agreement by reference.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR
CONTRACTOR'S NAME (if other than an individual, state whether a corporation, partnership, etc.)
U.S. Bank National Association N.D. (U.S. Bank)
BY (Authorized Signature) I DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
ADDRESS
STATE OF CALIFORNIA
AGENCY NAME
of General Services
DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING II
Rita Hamilton, Deputy Dir ector
ADDRESS
707 Third Street, 2n Floor
West Sacramento, CA 95605 -2811
Page 1 of 31
Califomia Department of General Services
Use Only
❑ Exempt
PURCHASE CARD SERVICES
Exhibit A
A. OVERVIEW
This is the Statement of Work (SOW) for the contract for purchase card services. This SOW
along with the Contractor's response to the purchase card services requirements (administrative
and technical) contains the Contractor's responsibilities.
B. STATEMENT OF WORK
1. Purpose
This Statement of Work (SOW) gives an overview of the purchasing card services and
technologies under this Master Services Agreement (MSA) to be provided to the State of
California, Department of General Services (DGS) CAL -Card Program and the participating
agencies.
2. Period of Performance
The period of performance for this MSA contract shall be for five (5) years, beginning with
the Effective Date of this Agreement, with, at the State's option, one (1) two (2) year
extension. During the initial term, neither DGS nor the Contractor may terminate this
Agreement, in whole or in part, except by mutual consent or as otherwise provided under
Exhibit C to this document, General Terms and Conditions.
3. CAL -Card Program
In May 1990, the California Department of General Services (DGS) published a report titled
"Using a Bank Card for Small State Purchases." The report recommended that the State
conduct a pilot project to test the advantages and disadvantages of employing purchase
cards for small dollar purchases of commodities.
In 1992 the DGS awarded an 18 month competitively bid pilot contract that called for six
state agencies to run a pilot program. Because the pilot program was so successful, the
contract was renewed and made available for all state and local governmental agencies.
Since that time two sequential contracts have been competitively bid and awarded for
continued purchase card services. The first contract term was three years fixed with two
one -year options for extension and the second was a two year fixed with four one -year
options for extension.
The CAL -Card Program allows State and Local Governmental Agencies to utilize the Master
Services Agreement through a contract addendum process. The CAL -Card Program has
been extremely successful in providing California state and Local Government Agencies
with purchase card services and continues to experience year- over -year growth in individual
program usage and new participating agencies.
Finally, On July 24, 1996, The State of California officially named its purchase card program
"CAL -Card" and registered the name under a certified service mark.
Page 2 of 31
PURCHASE CARD SERVICES
4. Western State Contract Alliance (WSCA)
The State of California has been designated as the lead state for this project and will work in
a collaborative manner with its contractor and partners in the Western States Contract
Alliance (WSCA) to make the State of California contract available to any WSCA state
wishing to participate. WSCA states that choose to participate may have standardized
terms and conditions that differ slightly from the State of California's. The Contractor and
the WSCA state will work together to incorporate these differences and develop a mutually
acceptable agreement between the WSCA state and Contractor.
5. Agency Enrollment and Implementation
The implementation schedule shall include a time line for the various steps required as well
as the timeframes to ensure implementation stays on schedule. The Contractor will provide
detailed information on the new agency enrollment and implementation plan to DGS and will
work with DGS to meet all required elements of the agreed to plan.
a. Card Design and Embossing
The Contractor shall be responsible for the embossing and printing of the purchasing
cards to the State's specifications. The State will furnish the necessary artwork (digital
file) in order to provide a distinctive card design and color that will identify the card as a
State of California CAL -Card purchasing card. The State will use this one basic design
as the standard card stock to be used by all CAL -Card participants. The State reserves
the right to change the card design during the contract period at no charge to the State
and if doing so, will provide the Contractor with the artwork needed to make.
State and Local Governmental Agencies shall have the ability to customize the standard
card stock. This will require customization options to the front side of the card for all
agencies participating in the program. The customization options will include verbiage
and /or logo or graphic embossing as described below.
(1) State Government Agencies
• Name, STATE OF CALIFORNIA top, left side of card (required)
• Program, CAL -Card, top, right side of card (required)
• Phrase, FOR OFFICIAL USE ONLY top, right side of card under CAL -Card
(required)
• Name, AGENCY or DEPARTMENT. (required))
• Name, CARDHOLDER NAME (required)
• Picture, LOGO / EMBLEM (optional)
(2) Local Government Agencies
• Name, AGENCY NAME (county, city, etc. name), top, left side of card
(required)
• Program, CAL -Card top, right side of card (required)
• Phrase, FOR OFFICIAL USE ONLY, top, right side of card under CAL -Card
(required)
• Name, CARDHOLDER NAME (required)
Page 3 of 31
PURCHASE CARD SERVICES
• Picture, LOGO / EMBLEM (optional)
Color copier reproduction sample of the artwork/design of the purchase card is
available. A digital proof of the card artwork/design is available upon request to the
Contract Administrator.
6. Organizational Support/Staffing
The Contractor will provide highly skilled personnel and have an adequate number of
personnel needed to support a large purchase card program. The State understands that
personnel availability is subject to change; substitutions of personnel will include
replacements with similar qualifications. The CAL -Card Contract Manager shall be notified
in writing five (5) business days before these changes or substitutions take place.
DGS, Procurement Division reserves the right to request additional personnel and /or
replacement of current personnel at any time. Contractor will be notified in writing five (5)
business days before these additional personnel and /or replacement personnel are needed
in order to ensure the tasks and deliverables of the contract are adhered to. The Contractor
has the ability for expansion of staffing and will support the CAL Card Program throughout
the term of this Agreement.
7. Marketing and Training Plan
The Contractor with support of DGS, Procurement Division's CAL -Card Program will
aggressively strive to market the CAL -Card Program to potential State and Local
Governmental Agency customers according to a plan that will be developed with the State.
This marketing venture may include CAL -Card Program Overview Presentations, User
Group Meetings, California government association conferences, mass mailing of program
information, and the CAL -Card Program Internet site, the details of which will be developed
with the State. The Contractor will cover costs and provide materials for such marketing
initiatives and the Contractor understands that marketing at specific locations is required.
a. Conference Participation
The Contractor will work with DGS to promote the CAL -Card Program at various
conferences throughout California according to an agreed upon schedule. It is
anticipated that conferences may include, but not be limited to:
League of California Cities
California Special Districts Association
California Association of Public Purchasing Officers (CAPPO)
California Association of School Business Officials (CASBO)
Government Technology Conference (GTC)
b. Classroom Training
Contractor will develop in conjunction with Procurement a State approved training
program, training materials and the classroom and or Webcast presentations that fully
describe the roles and responsibilities of the Cardholder, the Approving Official, the
Billing Office and the Program Coordinator per the terms of the contract. The training
Page 4 of 31
PURCHASE CARD SERVICES
materials shall include, but not be limited to video media, printed workbooks and
PowerPoint presentations.
The length, scheduling, location, content and materials in connection with the trainings
will be developed by DGS and the Contractor. The Contractor understands that DGS
has target areas and dates and will work with DGS to develop a plan that will meet the
requirements of DGS.
c. User Group Meetings
Following a scheduled training, the Contractor will work with DGS to develop User Group
Meetings that include scheduling, content, materials, location and securing meeting
rooms.
8. Purchase Card Acceptance
The Contractor is required to have a mechanism in place to enroll new merchants as
acceptors of purchase cards. They shall provide supplier brochures to help disseminate
information concerning participation in card acceptance. The Contractor shall also assist in
promoting the benefits of accepting the card and recruiting merchants that do not currently
accept the card.
9. Customer Services /Support System
Customer service and support are key components in the successful operation of the CAL -
Card Program. The Contractor's personnel and support system will be versed in the CAL -
Card contract services and will furnish customer agencies with complete, accurate, timely
information, and the resolution of issues or problems. The Contractor will provide a high
level of services and organizational support available with a dedication to serve the
customer with the utmost professional conduct.
The Contractor will provide a secured, authorized support system(s) that would be available
at all of the various hierarchical levels of the Program. The Contractor's system of support,
provides dedicated customer service personnel that are accessible in the United States via
toll -free telephone numbers, accept collect calls, and toll -free international telephone
numbers. The Contractor should also provide direct e-mail and dedicated facsimile access
to support staff within their organization. In addition, the Contractor shall provide an out of
country toll free phone number to access 24 hours a day, every day of the year for
cardholder services.
Cardholder services will be available 24 hours a day, on every day of the year. Cardholder
services are defined at minimum of covering the reporting of lost or stolen cards, transaction
authorization and verification, account inquiries, account maintenance, and cardholder
customer assistance. Accounting, billing and other forms of customer /support services must
be available via the Contractor's support system from 8 :00 a.m. to 5:00 p.m., Central
Standard Time, excluding weekends.
The Contractor provides a competitive program that ensures that it is providing quality
products and services. Moreover, the Contractor can provide methods for evaluating its
program and make improvements to remain at the forefront of providing such services. The
Contractor will work with DGS to develop an agreed to plan to solicit and respond to
Page 5 of 31
PURCHASE CARD SERVICES
feedback of participating entities. This plan will include a means for the Contractor to
resolve product or systems errors through to resolution, and keep the CAL -Card Contract
Manager informed of the resolution status. The Contractor will implement practices or
system corrections to ensure like errors do not reoccur.
10. Statewide Transition and Implementation Plan
Upon contract award, the Contractor will work with DGS to transition Participating Agency
accounts to the new contract. It is anticipated that this transition can be accomplished over
a six -month time span. This will require a collaborative effort between DGS, Participating
Agencies, and the Contractor.
11. General Capabilities
The Contractor has the capability to perform the following functions during the term of the
contract.
a. Rebate Programs
The Contractor will offer an Average Per Transaction Rebate, Volume Sales Rebate,
and Prompt Payment Rebate to all participating agencies, in accordance with Exhibit F -
Costs /Rebate.
b. Administrative Fee
The Department of General Services (DGS), Procurement Division will be reimbursed an
administrative fee in accordance with Exhibit F - Costs /Rebate.
c. Card Limits and Restrictions
The State desires a purchase card with extremely flexible card limits and widest possible
merchant category code restrictions available.
Contractor must have the capability to apply limits and restrictions on its purchase card
program and the means and time frames for changing those limits and restrictions. The
Contract Manager and each Participating Agency will have the flexibility to have the
Contractor apply limits and restrictions.
(1) The Contractor will provide detailed information on the proposed cardholder,
approving official, unit, division, agency and /or department or other forms of
hierarchical levels for purchase dollar limits (including the dollar increments of
change) for:
• Single purchase dollar limits
• Daily purchase dollar limits
• Weekly purchase dollar limits
• Monthly purchase dollars limits
• Quarterly purchase dollar limits
• Annual purchase dollar limits
Page 6 of 31
PURCHASE CARD SERVICES
(2) The Contractor will provide detailed information on the proposed cardholder,
cardholder approving official, unit, division, agency and /or department or other forms
of hierarchical levels for the number of card transaction limits for:
• Daily number of transaction limits
• Weekly number of transaction limits
• Monthly (or cycle) number of transaction limits
• Quarterly number of transaction limits
• Annual number of transaction limits
(3) The Contractor will provide detailed information on the proposed cardholder,
approving official, unit, division, department, agency, and statewide or other forms of
hierarchical levels for merchant category code exclusion and /or locking. The State
may also be restricting certain category codes program wide.
d. Card Issuance
Card issuance, re- issuance, and activation of cards are of the utmost importance to the
State. With the anticipation of continual growth in the CAL -Card Program, the
Contractor's issuance system will be able to accommodate the ever - increasing number
of cards.
Each Participating Agency will administer their procurement function, determine to whom
the cards shall be issued, and the purchasing authority of each employee within the
limits of this contract. The CAL -Card Program shall be available for use by individual
government employees. Issuance of a card to any employee must be done with prior
written or an alternative secured method of approval by the Participating Agency's
Program Coordinator.
The Contractor will mail all cards issued within five business days or sooner after the
Contractor receives cardholder account set -up information. Cards will only be mailed to
the agencies designated point of contact, which may include the individual cardholders.
The Contractor will provide detailed information on the proposed card processes.
e. Account Maintenance
The Contractor understands that data regarding cardholders for a particular agency will
change from time to time. Authorized members of Participating Agencies will have the
ability to make changes to cardholder accounts, program structure, and possibly other
elements in their programs through U.S. Bank Access Online, the online reporting
system provided by Contractor. These changes may be performed online and may
include changes to names, addresses, zip codes, telephone numbers, e-mail addresses,
purchase limits, transaction limits, merchant category codes, approving official,
temporarily suspend cardholder activity and termination of a cardholder's account and
other changes.
The Contractor also provides information and features in connection with account
maintenance processes including:
• Means of requesting changes including: written, phone, fax, e-mail, and /or online
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• Restricting changes to agency program coordinator (or alternate) except
lost/stolen /fraud account closures
• Security controls in place to ensure only authorized changes
• Time frames from request to enactment
• Internet solution for online, real time, account maintenance, and transaction
administration
f. Disputed Transactions
The Contractor has in place a resolution procedure for dealing with disputed transactions
resulting from unauthorized charges, errors in cardholder billings, or problems with
charges for merchandise or services that are not resolved between the cardholder and
supplier. Participating Agencies intend to pay according to the contract payment terms;
however, in instances of dispute the charges may be placed in suspense until there is
resolution. The Contractor will propose a timely dispute procedure to ensure that the
payment network charge back rights do not expire. If upon resolution of a dispute it is
found that the transaction was actually an authorized charge, the Participating Agency
will be liable for the payment within the payment terms -as described in Section 11.
Service Capabilities, b. Payment Term and Late Payment Penalties.
• The Contractor shall provide detailed information on the proposed disputed
transaction resolution procedures.
g. Liability
Participating Agencies shall only be liable for the use of their purchase cards on
acquisitions that are authorized transactions. Authorized transactions are defined as
acquisitions which meet the following requirements:
• Where the Participating Agency authorized the employee as a purchase card
user
• Within cardholder setup limits and restrictions specified by each Participating
Agency
• Where transactions are authorized by the merchant in accordance with
established payment card association rules and regulations
• The Participating Agency receives the product, commodity, service, etc.
• A transaction involving fraudulent or wrongful use of a CAL -Card or account by
an authorized employee of a Participating Agency or any other person with an
authorized employee's actual, implied, or apparent authority shall constitute an
authorized transaction, and the Participating Agency would be liable for the
charges, unless the Participating Agency terminates the employee in question
and applies for the Visa Liability Waiver Program to protect it from liability of
charges resulting in products or services that do not benefit the Participating
Agency directly or indirectly.
The use of the purchase card outside of this definition is defined as an unauthorized
transaction and is outside the scope of State or Participating Agency liability.
The State and the Contractor through mutual agreement shall establish procedures for
reporting lost or stolen cards and stolen cardholder account numbers. The State and all
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Participating Agencies shall have no liability for lost or stolen cards or fraudulent use of
any purchase card. The Contractor shall report to the Cardholder and the Participating
Agency Program Coordinator reported fraud transactions and the resulting credit
issuance or payment due determinations within monthly management information
reporting.
Upon termination of an account, the Participating Agency and /or the Cardholder will
cancel the Wiling of all reoccurring transactions to the Account.
12. Program and Transaction Data
The Contractor will provide DGS with its technology tool, U.S. Bank Access Online, for
flexible and robust account management, functionality and report writing. The Contractor
will work with DGS to leverage the features of U.S. Bank Access Online and management
of security levels, report writing, online approvals, and other features of this tool. Moreover,
the Contractor will work with DGS to respond to State and Government reporting
requirements.
a. The Contractor will work in a collaborative effort with the Office of Small Business
and Disabled Veteran Business Enterprise Services (OSDS) to strive to attain a number
of objectives over the term of the contract.
Among these objectives are: the provision of electronic data to a California State
purchases database. The Office of Small Business and Disabled Veteran Business
Enterprise Services (OSDS) program within Procurement Division of the DGS certifies
small businesses (SB), micro businesses (MB), disabled veteran business enterprises
(DVBE), non - profit veteran services agencies (NVSA), and non - profit (NP) firms doing
business with the State. The Contractor understands that these requirements are to
support mandatory, statutory reporting requirements of contracting activity and the
Contractor understands that there are specific reporting requirements that must be met
in this report development effort.
b. Payment Term and Late Payment Penalties
The Contractor will be responsible for operating a payment system that interfaces with
the Participating Agencies' accounting /billing systems. It will be a versatile system and
have sufficient flexibility to interface with the Participating Agencies' automated
accounting and billing systems. Each Participating Agency will be financially responsible
to the awarded Contractor for their respective authorized Cardholder purchases. The
Contractor will be responsible for sending an itemized official invoice to each
Participating Agency as designed for each of the billing accounts established for the
Participating Agency. These invoices will be sent promptly after the end of each billing
cycle. It is anticipated that some participants will have multiple billing cycles per month.
The CAL -Card Program has the following minimum payment terms:
The full amount of each Participating Agency's monthly balance or billing cycle balance,
except for disputed or reported fraud items, will be due within forty -five (45) days from
the billing cycle date of the Contractor invoice. If the Contractor's Cardholder Statement,
Approving Official Summary, or the Invoice is not postmarked within three business days
after the billing cycle, the pay term can be extended the equal number of days between
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the third day after the billing cycle and the actual latest postmark date of the Cardholder
Statement, Approving Official Summary, or the Invoice.
Payment will be made to the Contractor via check, warrant, bank wire, automated
clearing house, and /or electronic funds transfer at the Participating Agency's option.
Payment sent via mail is considered paid on check or electronic issue date as long as
postmarked by the third day after check issue date. If the check is not postmarked by
the third day after the check issue date, the check posting date will be extended the
equal number of days between the third day after check issue date and the actual
postmark date of the payment envelope.
Late payment penalties for undisputed payments not received by the Contractor within
the specified period will be determined under California State Law. Each Participating
Agency will be required to pay such penalties based on the California Prompt Payment
Act (Government Code, Section, 927) or its successor. The penalty on any undisputed
late payment shall be calculated in accordance with the penalty interest factor per day
formula provided in the State of California Budget Letter 05 -15, Late Payment Penalty
Interest Rates (or its successor letter).
The Contractor must provide a detailed delinquent account suspension notice report,
which shall be sent to the Participating Agency Director or Chief Officer, the State
Department of Finance, Fiscal Systems Consulting Unit, and the CAL -Card Statewide
Program Administrator, for the Participating Agencies with delinquencies greater than
thirty (30) days with subsequent suspension at sixty (60) days after the date of the first
billing to that Participating Agency.
The contractor must provide detailed information and electronic copies to fit 8 '/ x 11
format on the proposed payment system, including:
• Forms of accepted payment
• Ability to cross - reference Cardholder Statement, Approving Official Summary,
and monthly invoice number
• Paper hard copy invoices /payment
• Electronic invoices /payment including necessary hardware /software
• Invoice adjustments
• Late payment collection and suspension policies
• Invoice forms and reports
• Collection on delinquent accounts
U.S. Bank maintains a department in our Service Center responsible for reconciling
open invoices and tracking delinquent open invoices. This department has staff
dedicated to working specifically with the CAL -Card program to assist Agencies with
clearing up open invoices.
If a Participating Agency does not pay their invoices in full, less disputed transactions,
within fifty -five (55) days of the invoice date, the Agency will be contacted by U.S.
Bank's collections staff regarding the unpaid balances. As well, at day fifty -five (55)
after invoice date, the collection unit will report to the Department of General Services
CAL -Card program management, the State Department of Finance contact named by
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the State, and any other Control Agency named by the State, all Participating
Agencies that have undisputed past due balances.
Reports to the State will include a spreadsheet Delinquency Report that lists
Participating Agencies with past due balances sub - totaled by aging buckets. Reports
also will include an Agency - specific delinquency spreadsheet with detailed information
about specific past due invoices within the Agency.
If a Participating Agency has not paid its invoice(s) in full, less disputed items, by day
sixty (60) after the invoice date, U.S. Bank may, at its discretion, suspend charging
privileges for the Agency as a whole, or at the sub - division level of the Agency that is
delinquent. The suspension will remain in effect until such time as the Agency or sub-
division has remitted to U.S. Bank the unpaid balance and any associated accrued late
payment penalty. Any Participating Agency facing suspension will be given written
notification in the form of the Notice of Delinquency.
13. Technical Capabilities
The contractor has the technical capabilities to perform a wide variety of services, among
them:
Interfacing with Financial Systems
Data Transmission
Report Capabilities
Disaster Recovery
14. Billing
The Contractor has a diversified system of delivering accounting/billing information.
Participating Agencies have numerous different types of accounting /billing systems. The
Contractor has the flexibility to accommodate Participating Agencies with a variety of
accounting and billing systems. The State will have a need for both a paper hard copy
process and an electronic access system for data exchange.
The program and transaction data will be available through the Contractor's electronic
access system. The system shall be able to provide electronic review and manipulation of
all captured transaction information, including the ability to sort data by any field. The
system shall also have the ability to filter out unnecessary information, edit account
allocation manually, and split transaction amounts into sub -units for multi - account allocation.
This includes summary roll -up, review and manipulation at different hierarchical levels.
The Contractor shall also be able to provide automatic, default cost allocations for each
transaction to include the ability to assign multiple account codes to each transaction as
determined by the Participating Agency. In addition, the Contractor shall provide the ability
to assign a code based on the vendor category, cardholder or any combination of these
fields. The account code must be sufficiently long to accommodate the accounting string of
any Participating Agency (minimum 64 digits); and the ability of the Participating Agency to
override the default code.
The Contractor shall also provide the ability to download data from the system and the
automatic creation of batch upload files containing accounting data to a Participating
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Agency's internal accounting systems to include, at a minimum, a custom interface file to
any internal system(s) designated by the Participating Agency. This custom interface file
shall be created in such a manner that it can be imported into the Participating Agency's
system with no interaction or special programming or manual entry of transaction data. See
Exhibit F. "Additional Services — Cost Items- Custom Extract Files" for costs related to the
bank's development of participant specific custom output interface files.
The Contractor can provide detailed information on the accounting /billing system and
including:
• Billing statement format and displayed information
• Distribution of billing statements, timelines for receipt of statement, and available
options
• Hierarchical level of billing statement distribution to customers
• Billing cycles and available options (i.e. multiple cycles)
• Number and dates of available billing cycles per month
• Billing and accounting reconciliation software /technology proposed including
desirable Internet solution
• Program and transactional data security
• Accounting/ billing back -up system
15. Pilot and Demonstration
The Contractor has the capabilities to plan, initiate, conduct, support and manage, and
complete a successful demonstration period and /or pilot program, if requested by
Participating Agencies, as part of the implementation of the CAL -Card program purchasing
card services and technologies.
The State may require the Contractor to conduct demonstrations and pilot programs prior to
implementation of purchase card technologies. This will require that the Contractor work in
a collaborative effort with the PD, State Controllers, Department of Finance, and
Participating Agencies.
16. Contract Management
Contract management will be a responsibility of the CAL -Card Contract Manager (Helen
Gonzales), Contractor, U.S. Bank, and DGS and Participating Agencies.
The contract management plan shall address, at a minimum, the following:
• Strategic Plan for Contract Management
• Tactical Plan for Contract Management
• Periodic meetings with DGS Executive Office
• Quarterly meetings with PD
• Periodic meetings with CAL -Card Contract Manager
• Periodic meetings with Participating Agencies
• Problem identification and resolution
• Meeting agendas and presentations
• Program updates and discussions
• CAL -Card Program Growth
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• PD includes the following: PD Management, CAL -Card Contract Manager,
Marketing and Outreach Unit, CAL -Card Audits, Public Records Coordinator, and
Office of Small Business and DVBE Certification Coordinator.
17. Other Services
The Contractor is encouraged to offer other purchase card services and technologies that
have not already been addressed in the previous sections of this Statement of Work. Any
costs to the State for additional services and technologies will be presented to the CAL -Card
Contract Manager for approval prior to any implementation of such services or technologies.
18. MSA User Guide
The MSA User Guide (Ordering Instructions) may be modified periodically as determined by
the Department of General Services. The MSA User Guide (Ordering Instructions) will be
posted on the website and available for download at:
http://www.pd.dqs.ca.gov/calcard/default.htm
a. User Instructions
The State Agencies shall conform to the policies and procedures set forth in Management
Memo 03-10 (or its most current revision) and the State Contracting Manual, including
Purchasing Authority Manual.
User Instructions will be prepared, issued and overseen by a Contract Administrator
assigned to this MSA from DGS /Procurement Division.
b. Orders (Participating Addendums)
State Agencies will be issued a standard agreement (STD. 213) form and Local
Governmental Agencies will utilize an addendum (Participation Addendum) that is
provided by the Contractor.
19. Ordering Agency Responsibilities
a. All Participating Agencies shall comply with all applicable laws including the Public
Contracting Code (PCC) and the Government Code (GC).
b. User Instructions will be prepared and overseen by the DGS PD Contract
Administrator assigned to this MSA. Ordering agencies shall follow the User Instructions.
c. All State Agencies using this MSA shall conform to the policies and procedures set
forth in Management Memo 03-10 (or its most current revision), the State Contract Manual
(SCM) and the Purchasing Authority Manual (PAM).
d. All Participating Agencies shall prepare the necessary forms to participate in the
CAL -Card Program.
e. All Participating Agencies shall report occurrences of either outstanding performance
or failure of performance to the DGS Procurement Division Contract Administrator. The
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Contractor shall have the option of reviewing any such submitted performance reports and
evaluations.
f. If a Participating Agency or State Agency is found to be in violation of the MSA
ordering procedures, PAM, or any other applicable policy or procedure, the Participating
Agency or State Agency, as the case may be, will be subject to termination of their
participation in the CAL -Card program.
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Exhibit B
Contractor Certification Clauses (CCC) 1005
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly
authorized to legally bind the prospective Contractor to the clause(s) listed below. This
certification is made under the laws of the State of California.
Contractor /Bidder Firm Name Printed
( ) Federal ID Number
By (Authorized Signature)
Printed Name and Title of Person Signing
Date Executed Executed in the County of
CONTRACTOR CERTIFICATION CLAUSES
1. STATEMENT OF COMPLIANCE Contractor has, unless exempted, complied with the
nondiscrimination program requirements. (Gov. Code §12990 (a -f) and CCR, Title 2, Section
8103) (Not applicable to public entities.)
2. DRUG -FREE WORKPLACE REQUIREMENTS Contractor will comply with the
requirements of the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by
taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession or use of a controlled substance is prohibited and specifying actions to
be taken against employees for violations.
b. Establish a Drug -Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug -free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug -free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of
employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the
Agreement or termination of the Agreement or both and Contractor may be ineligible for award
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of any future State agreements if the department determines that any of the following has
occurred: the Contractor has made false certification, or violated the certification by failing to
carry out the requirements as noted above. (Gov. Code §8350 et seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION Contractor certifies that no
more than one (1) final unappealable finding of contempt of court by a Federal court has been
issued against Contractor within the immediately preceding two -year period because of
Contractor's failure to comply with an order of a Federal court, which orders Contractor to
comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not
applicable to public entities.)
4. CONTRACTS FOR LEGAL SERVICES $50.000 OR MORE- PRO BONO REQUIREMENT:
Contractor hereby certifies that contractor will comply with the requirements of Section 6072 of
the Business and Professions Code, effective January 1, 2003.
Contractor agrees to make a good faith effort to provide a minimum number of hours of pro
bono legal services during each year of the contract equal to the lessor of 30 multiplied by the
number of full time attorneys in the firm's offices in the State, with the number of hours prorated
on an actual day basis for any contract period of less than a full year or 10% of its contract with
the State.
Failure to make a good faith effort may be cause for non - renewal of a state contract for legal
services, and may be taken into account when determining the award of future contracts with
the State for legal services.
5. EXPATRIATE CORPORATIONS Contractor hereby declares that it is not an expatriate
corporation or subsidiary of an expatriate corporation within the meaning of Public Contract
Code Section 10286 and 10286.1, and is eligible to contract with the State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or
corresponding accessories, or the procurement of equipment, materials, or supplies, other than
procurement related to a public works contract, declare under penalty of perjury that no apparel,
garments or corresponding accessories, equipment, materials, or supplies furnished to the state
pursuant to the contract have been laundered or produced in whole or in part by sweatshop
labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor,
forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor
or exploitation of children in sweatshop labor. The contractor further declares under penalty of
perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California
Department of Industrial Relations website located at www.dir.ca.gov and Public Contract Code
Section 6108.
b. The contractor agrees to cooperate fully in providing reasonable access to the
contractor's records, documents, agents or employees, or premises if reasonably required by
authorized officials of the contracting agency, the Department of Industrial Relations, or the
Department of Justice to determine the contractor's compliance with the requirements under
paragraph (a).
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7. DOMESTIC PARTNERS For contracts executed or amended after July 1, 2004, the
Contractor may elect to offer domestic partner benefits to the Contractor's employees in
accordance with Public Contract Code section 10295.3. However, the Contractor cannot
require an employee to cover the costs of providing any benefits which have otherwise been
provided to all employees regardless of marital or domestic partner status.
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.
1. CONFLICT OF INTEREST Contractor needs to be aware of the following provisions
regarding current or former state employees. If Contractor has any questions on the status of
any person rendering services or involved with the Agreement, the awarding agency must be
contacted immediately for clarification.
Current State Employees (Pub. Contract Code §10410):
1). No officer or employee shall engage in any employment, activity or enterprise from which
the officer or employee receives compensation or has a financial interest and which is
sponsored or funded by any Participating Agency or State Agency, unless the employment,
activity or enterprise is required as a condition of regular state employment.
2). No officer or employee shall contract on his or her own behalf as an independent contractor
with any Participating Agency or State Agency to provide goods or services.
Former State Employees (Pub. Contract Code §10411):
1). For the two-year period from the date he or she left the State of California employment, no
former state officer or employee may enter into a contract in which he or she engaged in any of
the negotiations, transactions, planning, arrangements or any part of the decision- making
process relevant to the contract while employed in any capacity by any Participating Agency'or
State Agency.
2). For the twelve -month period from the date he or she left the State of California employment,
no former state officer or employee may enter into a contract with any Participating Agency or
State Agency if he or she was employed by that Participating Agency or State Agency in a
policy- making position in the same general subject area as the proposed contract within the 12-
month period prior to his or her leaving State of California service.
If Contractor violates any provisions of above paragraphs, such action by Contractor shall
render this Agreement void. (Pub. Contract Code §10420)
Members of boards and commissions are exempt from this section if they do not receive
payment other than payment of each meeting of the board or commission, payment for
preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))
2. LABOR CODE/WORKERS' COMPENSATION Contractor needs to be aware of the
provisions which require every employer to be insured against liability for Worker's
Compensation or to undertake self - insurance in accordance with the provisions, and Contractor
affirms to comply with such provisions before commencing the performance of the work of this
Agreement. (Labor Code Section 3700)
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3. AMERICANS WITH DISABILITIES ACT Contractor assures the State that it complies with
the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of
disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42
U.S.C. 12101 et seq.)
4. CONTRACTOR NAME CHANGE An amendment is required to change the Contractor's
name as listed on this Agreement. Upon receipt of legal documentation of the name change the
State will process the amendment. Payment of invoices presented with a new name cannot be
paid prior to approval of said amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA
a. When agreements are to be performed in the State of California by corporations, the
contracting agencies will be verifying that the Contractor is currently qualified to do business in
California in order to ensure that all obligations due to the State of California are fulfilled.
b. "Doing business" is defined in R &TC Section 23101 as actively engaging in any
transaction for the purpose of financial or pecuniary gain or profit. Although there are some
statutory exceptions to taxation, rarely will a corporate contractor performing within the state not
be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must
be in good standing in order to be qualified to do business in California. Agencies will determine
whether a corporation is in good standing by calling the Office of the Secretary of State.
6. RESOLUTION A county, city, district, or other local public body must provide the State with
a copy of a resolution, order, motion, or. ordinance of the local governing body which by law has
authority to enter into an agreement, authorizing execution of the agreement.
7. AIR OR WATER POLLUTION VIOLATION Under the State of California laws, the
Contractor shall not be: (1) in violation of any order or resolution not subject to review
promulgated by the State Air Resources Board or an air pollution control district; (2) subject to
cease and desist order not subject to review issued pursuant to Section 13301 of the Water
Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally
determined to be in violation of provisions of federal law relating to air or water pollution.
8. PAYEE DATA RECORD FORM STD. 204 This form must be completed by all contractors
that are not another state agency or other governmental entity.
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Exhibit C
GENERAL TERMS AND CONDITIONS
1. APPROVAL This Agreement is of no force or effect until signed by both parties and
approved by the Department of General Services, if required. Contractor may not commence
performance until such approval has been obtained.
2. AMENDMENT No amendment or variation of the terms of this Agreement shall be valid
unless made in writing, signed by the parties and approved as required. No oral understanding
or agreement not incorporated in this Agreement is binding on any of the parties.
3. ASSIGNMENT This Agreement is not assignable by the Contractor, either in whole or in
part, without the consent of the State in the form of a formal written amendment.
4. AUDIT Contractor agrees that the awarding department, the Department of General
Services, the Bureau of State Audits, or their designated representative shall have the right to
review and to copy any records and supporting documentation pertaining to the performance of
this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of
three (3) years after final payment, unless a longer period of records retention is stipulated.
Contractor agrees to allow the auditor(s) access to such records during normal business hours
and to allow interviews of any employees who might reasonably have information related to
such records. Further, Contractor agrees to include a similar right of the State to audit records
and interview staff in any subcontract related to performance of this Agreement. (Gov. Code
§8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5. INDEMNIFICATION Contractor agrees to indemnify, defend and save harmless the State,
its officers, agents and employees from any and all claims and losses accruing or resulting to
any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or
corporation furnishing or supplying work services, materials, or supplies in connection with the
performance of this Agreement, and from any and all claims and losses accruing or resulting to
any person, firm or corporation who may be injured or damaged by Contractor in the
performance of this Agreement.
6. DISPUTES Contractor shall continue with the responsibilities under this Agreement during
any dispute.
7. TERMINATION FOR CAUSE The State may terminate this Agreement and be relieved of
any payments should the Contractor fail to perform the requirements of this Agreement at the
time and in the manner herein provided. In the event of such termination the State may proceed
with the work in any manner deemed proper by the State. All costs to the State shall be
deducted from any sum due the Contractor under this Agreement and the balance, if any, shall
be paid to the Contractor upon demand.
8. INDEPENDENT CONTRACTOR Contractor, and the agents and employees of Contractor,
in the performance of this Agreement, shall act in an independent capacity and not as officers or
employees or agents of the State.
9. RECYCLING CERTIFICATION The Contractor shall certify in writing under penalty of
perjury, the minimum, if not exact, percentage of post consumer material as defined in the
Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold
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to the State regardless of whether the product meets the requirements of Public Contract Code
Section 12209. With respect to printer or duplication cartridges that comply with the
requirements of Section 12156(e), the certification required by this subdivision shall specify that
the cartridges so comply (Pub. Contract Code §12205).
10. NON - DISCRIMINATION CLAUSE During the performance of this Agreement, Contractor
and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any
employee or applicant for employment because of sex, race, color, ancestry, religious creed,
national origin, physical disability (including HIV and AIDS), mental disability, medical condition
(cancer), age (over 40), marital status, and denial of family care leave. Contractor and
subcontractors shall insure that the evaluation and treatment of their employees and applicants
for employment are free from such discrimination and harassment. Contractor and
subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov.
Code §12990 (a -f) et seq.) and the applicable regulations promulgated thereunder (California
Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing Government Code Section 12990 (a -f),
set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are
incorporated into this Agreement by reference and made a part hereof as if set forth in full.
Contractor and its subcontractors shall give written notice of their obligations under this clause
to labor organizations with which they have a collective bargaining or other Agreement.
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
11. CERTIFICATION CLAUSES The CONTRACTOR CERTIFICATION CLAUSES contained in
the document CCC 1005 are hereby incorporated by reference and made a part of this
Agreement by this reference as if attached hereto.
12. TIMELINESS Time is of the essence in this Agreement.
13. COMPENSATION The consideration to be paid Contractor, as provided herein, shall be in
compensation for all of Contractor's expenses incurred in the performance hereof, including
travel, per diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW This contract is governed by and shall be interpreted in accordance with
the laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor, by signing this Agreement, hereby certifies that if
these services or goods are obtained by means of a competitive bid, the Contractor shall
comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1). "Public purchase" means a purchase by means of competitive bids of goods,
services, or materials by the State or any of its political subdivisions or public agencies on
whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section
16750 of the Business and Professions Code.
2). "Public purchasing body" means the State or the subdivision or agency making a
public purchase. Government Code Section 4550.
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PURCHASE CARD SERVICES
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the
bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all
causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under
the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, materials, or services by the
bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and
become effective at the time the purchasing body tenders final payment to the bidder.
Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or
settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor
shall be entitled to receive reimbursement for actual legal costs incurred and may, upon
demand, recover from the public body any portion of the recovery, including treble damages,
attributable to overcharges that were paid by the assignor but were not paid by the public body
as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such
demand, reassign the cause of action assigned under this part if the assignor has been or may
have been injured by the violation of law for which the cause of action arose and (a) the
assignee has not been injured thereby, or (b) the assignee declines to file a court action for the
cause of action. See Government Code Section 4554.
16. CHILD SUPPORT COMPLIANCE ACT "For any Agreement in excess of $100,000, the
contractor acknowledges in accordance with Public Contract Code 7110, that:
a) The Contractor recognizes the importance of child and family support obligations and
shall fully comply with all applicable state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of information and compliance with
earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5
of Division 9 of the Family Code; and
b) The Contractor, to the best of its knowledge, is fully complying with the earnings
assignment orders of all employees and is providing the names of all new employees to the
New Hire Registry maintained by the California Employment Development Department."
17. UNENFORCEABLE PROVISION In the event that any provision of this Agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions of
this Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded
by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200
in accordance with Pub. Contract Code §10353.
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PURCHASE CARD SERVICES
Exhibit D
ADDITIONAL PROVISIONS
1. Licenses and Permits
The Contractor shall be an individual or firm licensed to do business in California and shall
obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any
work required in connection with this Agreement.
2. Subcontractors
Nothing contained in this Agreement or otherwise shall create any contractual relation
between the State and any subcontractors, and no subcontractors shall relieve the
Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be
fully responsible to the State for the acts and omissions of its subcontractors and or
persons either directly or indirectly employed by any of them as it is for the acts and
omissions or persons directly employed by the Contractor. The Contractor's obligation to
pay its subcontractors is an independent obligation from the State's obligation to make
payments to the Contractor. As a result, the State shall have no obligation to pay or to
enforce the payment of any moneys to any subcontractor.
3. Insurance Requirements
Contractor shall furnish to the State a certificate of insurance stating that there is
commercial general liability and workers' compensation insurance presently in effect for
the Contractor of not less than $1,000,000 per occurrence for bodily injury and property
damage liability combined.
The certificate of insurance must include the following provisions:
a. The insurer will not cancel the insured's coverage without 30 days prior
written notice to the State; and
b. The State of California, its officers, agents, employees, and servants are
hereby named as additional insured but only with respect to work performed
for the State of California.
Contractor agrees that the liability insurance herein provided for shall be in effect at all
times during the term of this Contract (including all MSA release orders). In the event
said insurance coverage expires at any time during the term of this Contract, Contractor
agrees to provide at least 30 days prior to said expiration date, a new certificate of
insurance evidencing insurance coverage as provided for herein for not less than the
remainder of the term of the Contract, or for a period of not less than one year. New
certificates of insurance are subject to the approval of the Department of General
Services, and Contractor agrees that no work shall be performed prior to approval. In
the event the Contractor fails to keep in effect at all times insurance coverage as herein
provided, the State may, in addition to any other remedies, terminate this contract.
4. Contracts Funded by the Federal Government
It is mutually understood between the parties that this contract may have been written
before ascertaining the availability of congressional appropriation of funds, for the mutual
benefit of both parties, in order to avoid program and fiscal delays which would occur if
the contract were executed after that determination was made.
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PURCHASE CARD SERVICES
This contract is valid and enforceable only if sufficient funds are made available to the
State by the United States Government for the current and /or subsequent years covered
by this Contract for the purposes of this program. In addition, this contract is subject to
any additional restrictions, limitations, or conditions enacted by the Congress or any
statute enacted by the congress, which may affect the provisions, terms, or funding of this
Contract in any manner. ,
It is mutually agreed that if the Congress does not appropriate sufficient funds for the
program, this contract shall be amended to reflect any reduction in funds.
The DGS has the option to void the contract under the 30 -day cancellation clause or
amend the contract to reflect any reduction of funds.
5. Federal Debarment
The Federal Department of Labor requires that State agencies which are expending
Federal funds of $25,000 or more to have in the contract file, a certification by the
Contractor that they have not been debarred or suspended from doing business with the
Federal Government. Each Contractor must provide this documentation upon request.
6. DGS Tennination of Contract
Unless General Provisions and Conditions, Item 7. Termination for Cause is applicable the
DGS, Procurement Division and U.S. Bank may mutually agree to terminate this contract
at any time upon 30 days prior written notice. Upon termination or other expiration of this
contract, each party will assist the other party in orderly termination of the contract and the
transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted
business continuation of each party. This provision shall not relieve the contractor of the
obligation to perform under any purchase order or other similar ordering document
executed prior to the termination becoming effective. If applicable, Participating Agencies
shall pay all outstanding invoices for services rendered on or before the termination date.
7. Negotiation
At the State's sole option, the Department of General Services (DGS) reserves the right
to invoke negotiations pursuant to Public Contract Code Section 6611, in accordance
with existing guidelines and procedures adopted by the Department of General Services.
8. Conflict of Interest
See Public Contract Code §10410 - §10412 for Current and Former State Employees.
9. Federal Air or Water Pollution Violations
See Government Code §4477.
10. Disputes
If Contractor believes that there is a dispute or grievance between Contractor and the
State arising out of or relating to this Contract, Contractor shall first discuss and attempt
to resolve the issue informally with the agency contract manager. If the issue cannot be
resolved at this level, Contractor shall follow the following procedures:
A. If the issue cannot be resolved informally with the Contract Manager, Contractor
shall submit, in writing, a grievance report together with any evidence to the Contract
Manager's Supervisor. The grievance report must state the issues in the dispute, the
legal authority, or other basis for the Contractor's position and the remedy sought.
Page 23 of 31
PURCHASE CARD SERVICES
Within ten (10) working days of receipt of the written grievance report from the
Contractor, the Supervisor shall make a determination on the problem, and shall
respond in writing to the Contractor indicating the decision and reasons therefor.
Should the Contractor disagree with the Supervisor's decision, Contractor may
appeal to the next level, following the procedure in "Disputes ",, paragraph B, listed
below.
B. Contractor must submit a letter of appeal to the Agency Director explaining why
the Supervisor's decision is unacceptable. The letter must include, as an
attachment, copies of the Contractor's original grievance report, evidence
originally submitted, and response from Supervisor. Contractor's letter of
appeal must be submitted within ten (10) working days of the receipt of the
Supervisor's written decision. The Director or designee shall, within twenty (20)
working days of receipt of Contractor's letter of appeal, review the issues raised
and shall render a written decision to the Contractor. The decision of the
Director or designee shall be final.
11. Termination for Non - Appropriation of (State) Funds
If the term of this Contract extends into fiscal years subsequent to that in which it is
approved, such continuation of the Contract is contingent on the appropriation of
funds for such purpose by the Legislature. If funds to effect such continued
payment are not appropriated, Contractor agrees to take back any affected
deliverables furnished under this Contract, terminate any services supplied to the
State under this Contract, and relieve the State of any further obligation therefore.
12. Credit Provisions
A. Financial Information. Since the establishment of a Purchasing Card Program is
an extension of credit, the State shall provide sufficient information to enable
Contractor to perform, at a minimum, annual credit reviews.
DGS shall provide future audited financial statements, prepared by DGS'
independent certified public accountant, upon request by Contractor, as soon as
available and in any event not later than ninety -one (91) days after the end of each
fiscal year of DGS. To the extent required by Contractor to verify the credit
worthiness of DGS, Contractor is authorized by DGS to obtain credit or financial
information with respect to DGS that may be held by third party sources. DGS
agrees to provide to Contractor, from time to time, such other information regarding
the business, operations, affairs, and financial condition of DGS as Contractor may
reasonably request.
B. Credit Limits and Credit Line. Based on the available financial information,
Contractor shall establish a Credit Limit for each Account and an aggregate Credit
Line for all Accounts established pursuant to this Agreement.
1. Revising the Credit Line Contractor shall have the right to revise the aggregate
Credit Line for all Accounts. Contractor shall provide contemporaneous notice to
DGS of any decrease in the Credit Line.
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PURCHASE CARD SERVICES
2. Revising Credit Limits Contractor shall have the right to revise Credit Limits on
individual Accounts.
a. Customer Accounts. Contractor shall provide contemporaneous notice to
DGS of any decrease in a Credit Limit.
b. Cardholder Accounts. Contractor has the right to revise Credit Limits
and /or limit spending activity on any Cardholder Accounts.
c. Fraudulent Activity. Contractor may temporarily revise Credit Limits and /or
limit spending activity on any Account for which fraudulent activity is
suspected.
C. Affiliate Participation. Agencies of the State of California may participate under
this Agreement upon execution of a Participation Addendum, which must be
executed by Contractor and the Participating Agency, or by execution of a Standard
213, which must be executed by Contractor and the State Agency.
D. Intellectual Property. DGS and Contractor each recognizes that it has no right, title
or interest, proprietary or otherwise, in or to the name or any logo, or Intellectual
Property owned or licensed by the other. DGS and Contractor each agree that,
without prior written consent of the other, it shall not use the name, any logo, or
Intellectual Property owned or licensed by the other.
E. Card Limits and Restrictions. The State desires a purchase card with extremely
flexible card limits and widest possible merchant category code restrictions available.
Upon request by DGS, the Contractor may either prevent or restrict usage of its Card
Products to selected merchants based on Merchant Category Code. To the extent
this is requested, the following disclaimers apply:
1. Restrictions. Contractor can only enforce Merchant Category Code restrictions
to the extent it receives accurate Merchant Category Code data with the
Transaction authorization request.
2. Incorrect Merchant Category Codes. To the extent DGS believes a merchant
has not been assigned an accurate Merchant Category Code, Contractor will
advise the Association of the inaccuracy. Whether or not the Merchant Category
Code is changed is dependent upon applicable Association regulations.
F. Security and Confidentiality.
1. Security. Participating Agencies shall safeguard information regarding Cards,
Account numbers, passwords, personal identification numbers, and other
sensitive information provided by Contractor in a manner that is no less stringent
than those applicable to Participating Agency's own proprietary information.
Each Party will utilize commercially reasonable efforts to maintain an appropriate
information security program to prevent the unauthorized disclosure, misuse,
alteration, or destruction of Confidential Information.
2. Confidentiality. The Parties agree to the following provisions regarding the use
and disclosure of Confidential Information:
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PURCHASE CARD SERVICES
a) Confidential Information. For purposes of this Contract, "Confidential- - - - --- Formatted: Tabs: 1.63 ^, left
Information" means information supplied by one Party ( "Disclosing Party ") to
the other Party ( "Recipient ") that is expressly or implicitly protected from
unrestricted use by persons not associated with Disclosing Party.
U.S. Bank Confidential Information. U.S. Bank and Participating
Agencies agree that the Commercial Card Program and /or Global
Commercial Card Program are a unique service involving the exchange
of proprietary and /or Confidential Information between the Parties.
Participating Agencies agree that Commercial Card Program and /or
Global Commercial Card Program reports, manuals, documentation, and
related materials shall be circulated by it only to the extent necessary for
Participating Agencies to manage the Commercial Card Program and /or
Global Commercial Card Program and /or use such information in
connection with business.
ii. Customer Confidential Information. Contractor and Participating
Agencies agree that any non - public financial information of
Participating Agencies and any non - public data regarding
Participating Agencies Accounts, Transactions, charges, spending
volume or repayment terms is Confidential Information of the
Participating Agency and such information shall be circulated by
Contractor only to the extent necessary for Contractor to offer the
Commercial Card Program and /or Global Commercial Card
Program.
iii. Third Parties„ DGS_acknowl edges that portions of its Account and -------
- - - - -- Formatted: Condensed by 0.15 pt
Transaction data are captured by third parties, including, but not limited
to the Associations,Jhird- party service providers, merchants, - and - - - - --
- -- -- Formatted: Condensed by 0.15 pt
merchant processors, during the gpurse normal business -------- - - - - --
- - - - -- Formatted: Condensed by 0.15 pt
operations and that the confidentiality provisions of this Age ge rent do - --
------ Form Condensed by 0.15 pt
not extend to any third party,
------------------------- ----- -------------- --- ---
- - ---- I Formatted: Font: Not Bold
13. Government Claims Program
If the Contractor believes a State Agency caused him or her to suffer monetary loss he or
she can file a claim. The contractor shall complete and submit an Information and Claim
Form (VCGCB -GC -002 (Rev. 8/04)) to the California Victim Compensation and Goverment
Claims Board at P.O. Box 3035, Sacramento, CA 95812 -3035. The form can be
downloaded from the following website: www.Qovernmentclaims.ca.gov
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PURCHASE CARD SERVICES
Exhibit E
GLOSSARY OF TERMS
Account A government purchasing card account number assigned to an Agency.
Addendum Supplement to the Master Services Agreement Contract, by qualified agencies,
agreeing to all terms and conditions.
Agency Program Coordinator: An individual, designated by the agency, responsible for the
CAL -Card Program management and oversight. This includes contract terms, timely payment
of invoices, the development and enforcement of agency policy, procedures and training
program. A Purchasing Officer or equivalent normally holds this position.
Approving Official An individual that is designated by the agency and the Agency Program
Coordinator to, in a timely manner, monitor, review and approve the purchases of assigned
cardholders. This position is normally held by a budget manager for which the funds are to be
expended by the assigned cardholders.
Billing Cycle The time period from one invoice cutoff date to the next cutoff date.
Billing Office Contact: An individual identified as the billing office contact person responsible
for processing timely payments for specified cardholder's accounts.
Billing Officer A designated individual that is responsible for the timely management and
oversight of the CAL -Card Program invoice reconciliation and payment process. An Accounting
Officer or equivalent normally holds this position.
Business Day: A day, not a Saturday or Sunday, on which commercial banks generally are
open for business.
CAL -Card The official registered service mark name for the State of California's purchasing
card program.
CAL -Card Purchases: Purchases made using the CAL -Card as the payment mechanism.
Card: A purchase card that is issued by a financial institution..
Cardholder An individual that is designated by an Agency Program Coordinator and
Approving Official to be a CAL -Card card recipient and make official government purchases.
Cardholder Account An account number assigned to the Cardholder
Customer Customer of the contractor.
Contractor or U.S. Bank: U.S. Bank National Association ND.
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PURCHASE CARD SERVICES
Local Government Agency: A credit qualified city, county, local governmental body, or local
public agency (including but not limited to boards, bureaus, commissions, and superintendent of
schools) empowered to expend public funds for the acquisition of goods and services.
Merchant Category Classification (MCC): MCC represents a code scheme that defines a
merchant industry type based on the Standard Industrial Category (SIC) code. The MCC /SIC
code is included in the authorized transmission. If the Cardholder is not authorized for a
particular MCC /SIC code the transaction will decline.
Participating Agency A State or Local Governmental Agency that has executed an
Addendum /Subscription to the Master Services Agreement for the CAL -Card Program.
State Agency: A State government office, agency, department, division, bureau, board,
commission, public agency or other governmental body empowered to expend public funds.
Transaction: Any activity that results in a debit or credit to an account.
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PURCHASE CARD SERVICES
Exhibit F
A. INTRODUCTION
The cost/rebate tables shall be enforce for the term of this contract.
B. INCENTIVE PROGRAMS
The Contractor is providing an Average Transaction Incentive, Volume Sales Incentive, and a
Prompt Payment Incentive to all participating agencies and will comply with the Administrative
Fee in Section C below. All incentives and fees will be a paid via a check to each participating
agency, unless the participating agency requests another form of payment (i.e., electronic
payment, reduction in outstanding invoices, etc.).
1. Average Transaction Incentive
An Average Transaction Incentive that will be given to each participating agency (see
Table D.1 — Average Transaction Incentive). The Average Transaction Incentive table is
designed to provide an incentive to each participating agency. This incentive is based
solely on the average per transaction dollar amount for the quarterly (3 calendar
months) total sales for each participating agency.
The Contractor will pay the determined dollar incentive amount by the 5e calendar day
after the end of each quarter (3 calendar months).
2. Volume Sales Incentive
A Volume Sales Incentive that will be given to each participating agency (see Table D.2
— Volume Sales Incentive). The Volume Sales Incentive table is designed to provide an
incentive to each participating agency. The incentive is based solely on the quarterly
(3 calendar months) total sales for each participating agency.
The Contractor will pay the determined dollar incentive amount by the 50"' calendar day
after the end of each quarter (3 calendar months).
3. Prompt Payment Incentive
A Prompt Payment Incentive that will be given to each participating agency (See Table
D.3 — Prompt Payment Incentive). The Prompt Payment Incentive table is designed to
provide an incentive to each participating agency. The incentive is based solely on
each participating agency's prompt payment on invoices issued by the
purchasing card contractor.
The Contractor will pay the determined dollar incentive amount by the 50'" calendar day
after the invoice(s) is paid.
Note: If the accrued rebate amounts (average transaction rebate, volumes sales rebate, and
prompt payment rebate) are less than $75 on a quarterly basis, these rebates will be
carried over to the next quarter.
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PURCHASE CARD SERVICES
C. ADMINISTRATIVE FEE
The Contractor will reimburse the Department of General Services (DGS), Procurement Division
an Administrative Fee. The Administrative Fee is a flat rate of .004 (4/10 of 1 %) on the total
sales for all participating agencies.
The Contractor will pay the determined dollar incentive amount by the 50'" calendar day after
the end of each quarter (3 calendar months).
D. TABLES
1. Average Transaction Incentive
The following formula will be used to determine the Average Transaction Incentive for
each participating agency:
Total Sales (Quarterly) x 0.75 = Average Transaction Incentive
# of Transactions (Quarterly)
2. Volume Sales Incentive
The following formula will be used to determine the Volume Sale Incentive for each
participating agency:
Total Sales (Quarterly for each participating agency) x.00393 = Volume Sales Incentive
3. Prompt Payment Incentive
The following formula will be used to determine the Prompt Payment Incentive for each
participating agency:
45 Days - # of Days (payment on invoice) x 0.0045 x invoice amount =
45 Days (maximum # of days) Prompt Payment Incentive
4. Administrative Fee
The following formula will be used to determine the Administrative Fee:
Total Sales for all participating agencies x .004 = Administrative Fee
E. COMMERCIALLY AVAILABLE PRICE LIST
Contactor is allowed to include a commercially available price list.
The scope, for additional purchasing card services and /or technologies to be included with the
cost/incentive tables. Contractor is required to provide a government discount for each
additional service and/or technology. Each discount will be applied to either the service or
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PURCHASE CARD SERVICES
technology to determine the participating agency's price. The price list may be updated on an
annual basis and the discount(s) will be fixed for the term of the contract.
Note: Contractor is required to provide the CAL -Card program with a verifiable commercially
available price list, i.e., pricing that is comparable to the pricing provided to customers
(commercial or government) with the same or similar annual volume sales. The state
reserves the right to verify the pricing information by contacting customers and /or visiting
websites. The contractor shall cooperate with the procurement official by providing the
necessary information to conduct this verification. If pricing can not be verified, contractor will
not be allowed to offer additional purchasing card services and technologies.
F. Additional Services (Cost Items)
1. Customer Extract Files — The Bank will offer (5) custom extract files to the
contract at no cost. Any requested mappers beyond five will be at a cost of
$5,000 per mapper.
2. Cash Advance Fees — 2% with a $2.00 minimum
3. Convenience Fees —1.7% of the convenience check dollar amount
4. Foreign Currency Conversion Fees — 2.5% per transaction
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PURCHASE CARD SERVICES
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD 213 (Rev 06/03) AGREEMENT NUMBER / AGENCY BILLING CODE
REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
Department of General Services
CONTRACTOR'S NAME
U.S. Bank National Association N.D. (U.S. Bank)
2 The term of this through
Agreement is:
3. The maximum amount $ 0
of this Agreement is:
4. The parties agree to comply with the terms and conditions of the following which are by this reference made a part
of the Agreement.
Exhibit A, Statement of Work, 13 Pages
Exhibit B, Contract Certfication Clauses CCC 1005
Exhibit C, General Terms and Conditions (GTC) 306
Exhibit D, Additional Provisions
Exhibit E, Glossary of Terms
Exhibit F, Cost/Rebates
RFP DGS 55046 and the Contractor's response are incorporated and made a part of this agreement by reference.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR Callfomia Department of General Services
Use Only
CONTRACTOR'S NAME (d otherthan an individual, state whethera corporation, partnership, etc.)
U.S. Bank National Association N.D. (U.S. Bank)
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
ADDRESS
STATE OF CALIFORNIA
AGENCY NAME
Department of General Services
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING ❑ Exempt
Rita Hamilton, Deputy Director
ADDRESS
707 Third Street, 2 nd Floor
West Sacramento, CA 95605 -2811
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PURCHASE CARD SERVICES
Exhibit A
A. OVERVIEW
This is the Statement of Work (SOW) for the contract for purchase card services. This SOW
along with the Contractor's response to the purchase card services requirements (administrative
and technical) contains the Contractor's responsibilities.
B. STATEMENT OF WORK
1. Purpose
This Statement of Work (SOW) gives an overview of the purchasing card services and
technologies under this Master Services Agreement (MSA) to be provided to the State of
California, Department of General Services (DGS) CAL -Card Program and the participating
agencies.
2. Period of Performance
The period of performance for this MSA contract shall be for five (5) years, beginning with
the Effective Date of this Agreement, with, at the State's option, one (1) two (2) year
extension. During the initial term, neither DGS nor the Contractor may terminate this
Agreement, in whole or in part, except by mutual consent or as otherwise provided under
Exhibit C to this document, General Terms and Conditions.
3. CAL -Card Program
In May 1990, the California Department of General Services (DGS) published a report titled
"Using a Bank Card for Small State Purchases." The report recommended that the State
conduct a pilot project to test the advantages and disadvantages of employing purchase
cards for small dollar purchases of commodities.
In 1992 the DGS awarded an 18 month competitively bid pilot contract that called for six
state agencies to run a pilot program. Because the pilot program was so successful, the
contract was renewed and made available for all state and local governmental agencies.
Since that time two sequential contracts have been competitively bid and awarded for
continued purchase card services. The first contract term was three years fixed with two
one -year options for extension and the second was a two year fixed with four one -year
options for extension.
The CAL -Card Program allows State and Local Governmental Agencies to utilize the Master
Services Agreement through a contract addendum process. The CAL -Card Program has
been extremely successful in providing California state and Local Government Agencies
with purchase card services and continues to experience year- over -year growth in individual
program usage and new participating agencies.
Finally, On July 24, 1996, The State of California officially named its purchase card program
"CAL -Card" and registered the name under a certified service mark.
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PURCHASE CARD SERVICES
4. Western State Contract Alliance (WSCA)
The State of California has been designated as the lead state for this project and will work in
a collaborative manner with its contractor and partners in the Western States Contract
Alliance (WSCA) to make the State of California contract available to any WSCA state
wishing to participate. WSCA states that choose to participate may have standardized
terms and conditions that differ slightly from the State of California's. The Contractor and
the WSCA state will work together to incorporate these differences and develop a mutually
acceptable agreement between the WSCA state and Contractor.
5. Agency Enrollment and Implementation
The implementation schedule shall include a time line for the various steps required as well
as the timeframes to ensure implementation stays on schedule. The Contractor will provide
detailed information on the new agency enrollment and implementation plan to DGS and will
work with DGS to meet all required elements of the agreed to plan.
a. Card Design and Embossing
The Contractor shall be responsible for the embossing and printing of the purchasing
cards to the State's specifications. The State will furnish the necessary artwork (digital
file) in order to provide a distinctive card design and color that will identify the card as a
State of California CAL -Card purchasing card. The State will use this one basic design
as the standard card stock to be used by all CAL -Card participants. The State reserves
the right to change the card design during the contract period at no charge to the State
and if doing so, will provide the Contractor with the artwork needed to make.
State and Local Governmental Agencies shall have the ability to customize the standard
card stock. This will require customization options to the front side of the card for all
agencies participating in the program. The customization options will include verbiage
and /or logo or graphic embossing as described below.
(1) State Government Agencies
• Name, STATE OF CALIFORNIA top, left side of card (required)
• Program, CAL -Card, top, right side of card (required)
• Phrase, FOR OFFICIAL USE ONLY top, right side of card under CAL -Card
(required)
• Name, AGENCY or DEPARTMENT, (required))
• Name, CARDHOLDER NAME (required)
• Picture, LOGO / EMBLEM (optional)
(2) Local Government Agencies
• Name, AGENCY NAME (county, city, etc. name), top, left side of card
(required)
• Program, CAL -Card top, right side of card (required)
• Phrase, FOR OFFICIAL USE ONLY, top, right side of card under CAL -Card
(required)
• Name, CARDHOLDER NAME (required)
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PURCHASE CARD SERVICES
• Picture, LOGO / EMBLEM (optional)
Color copier reproduction sample of the artwork/design of the purchase card is
available. A digital proof of the card artwork/design is available upon request to the
Contract Administrator.
6. Organizational Support/Staffing
The Contractor will provide highly skilled personnel and have an adequate number of
personnel needed to support a large purchase card program. The State understands that
personnel availability is subject to change; substitutions of personnel will include
replacements with similar qualifications. The CAL -Card Contract Manager shall be notified
in writing five (5) business days before these changes or substitutions take place.
DGS, Procurement Division reserves the right to request additional personnel and /or
replacement of current personnel at any time. Contractor will be notified in writing five (5)
business days before these additional personnel and /or replacement personnel are needed
in order to ensure the tasks and deliverables of the contract are adhered to. The Contractor
has the ability for expansion of staffing and will support the CAL Card Program throughout
the term of this Agreement.
7. Marketing and Training Plan
The Contractor with support of DGS, Procurement Division's CAL -Card Program will
aggressively strive to market the CAL -Card Program to potential State and Local
Governmental Agency customers according to a plan that will be developed with the State.
This marketing venture may include CAL -Card Program Overview Presentations, User
Group Meetings, California government association conferences, mass mailing of program
information, and the CAL -Card Program Internet site, the details of which will be developed
with the State. The Contractor will cover costs and provide materials for such marketing
initiatives and the Contractor understands that marketing at specific locations is required.
a. Conference Participation
The Contractor will work with DGS to promote the CAL -Card Program at various
conferences throughout California according to an agreed upon schedule. It is
anticipated that conferences may include, but not be limited to:
League of California Cities
California Special Districts Association
California Association of Public Purchasing Officers (CAPPO)
California Association of School Business Officials (CASBO)
Government Technology Conference (GTC)
b. Classroom Training
Contractor will develop in conjunction with Procurement a State approved training
program, training materials and the classroom and or Webcast presentations that fully
describe the roles and responsibilities of the Cardholder, the Approving Official, the
Billing Office and the Program Coordinator per the terms of the contract. The training
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materials shall include, but not be limited to video media, printed workbooks and
PowerPoint presentations.
The length, scheduling, location, content and materials in connection with the trainings
will be developed by DGS and the Contractor. The Contractor understands that DGS
has target areas and dates and will work with DGS to develop a plan that will meet the
requirements of DGS.
c. User Group Meetings
Following a scheduled training, the Contractor will work with DGS to develop User Group
Meetings that include scheduling, content, materials, location and securing meeting
rooms.
8. Purchase Card Acceptance
The Contractor is required to have a mechanism in place to enroll new merchants as
acceptors of purchase cards. They shall provide supplier brochures to help disseminate
information concerning participation in card acceptance. The Contractor shall also assist in
promoting the benefits of accepting the card and recruiting merchants that do not currently
accept the card.
9. Customer Services /Support System
Customer service and support are key components in the successful operation of the CAL -
Card Program. The Contractor's personnel and support system will be versed in the CAL -
Card contract services and will furnish customer agencies with complete, accurate, timely
information, and the resolution of issues or problems. The Contractor will provide a high
level of services and organizational support available with a dedication to serve the
customer with the utmost professional conduct.
The Contractor will provide a secured, authorized support system(s) that would be available
at all of the various hierarchical levels of the Program. The Contractor's system of support,
provides dedicated customer service personnel that are accessible in the United States via
toll -free telephone numbers, accept collect calls, and toll -free international telephone
numbers. The Contractor should also provide direct e-mail and dedicated facsimile access
to support staff within their organization. In addition, the Contractor shall provide an out of
country toll free phone number to access 24 hours a day, every day of the year for
cardholder services.
Cardholder services will be available 24 hours a day, on every day of the year. Cardholder
services are defined at minimum of covering the reporting of lost or stolen cards, transaction
authorization and verification, account inquiries, account maintenance, and cardholder
customer assistance. Accounting, billing and other forms of customer /support services must
be available via the Contractor's support system from 8:00 a.m. to 5:00 p.m., Central
Standard Time, excluding weekends.
The Contractor provides a competitive program that ensures that it is providing quality
products and services. Moreover, the Contractor can provide methods for evaluating its
program and make improvements to remain at the forefront of providing such services. The
Contractor will work with DGS to develop an agreed to plan to solicit and respond to
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feedback of participating entities. This plan will include a means for the Contractor to
resolve product or systems errors through to resolution, and keep the CAL -Card Contract
Manager informed of the resolution status. The Contractor will implement practices or
system corrections to ensure like errors do not reoccur.
10. Statewide Transition and Implementation Plan
Upon contract award, the Contractor will work with DGS to transition Participating Agency
accounts to the new contract. It is anticipated that this transition can be accomplished over
a six -month time span. This will require a collaborative effort between DGS, Participating
Agencies, and the Contractor.
11. General Capabilities
The Contractor has the capability to perform the following functions during the term of the
contract.
a. Rebate Programs
The Contractor will offer an Average Per Transaction Rebate, Volume Sales Rebate,
and Prompt Payment Rebate to all participating agencies, in accordance with Exhibit F -
Costs /Rebate.
b. Administrative Fee
The Department of General Services (DGS), Procurement Division will be reimbursed an
administrative fee in accordance with Exhibit F - Costs /Rebate.
c. Card Limits and Restrictions
The State desires a purchase card with extremely flexible card limits and widest possible
merchant category code restrictions available.
Contractor must have the capability to apply limits and restrictions on its purchase card
program and the means and time frames for changing those limits and restrictions. The
Contract Manager and each Participating Agency will have the flexibility to have the
Contractor apply limits and restrictions.
(1) The Contractor will provide detailed information on the proposed cardholder,
approving official, unit, division, agency and /or department or other forms of
hierarchical levels for purchase dollar limits (including the dollar increments of
change) for:
• Single purchase dollar limits
• Daily purchase dollar limits
• Weekly purchase dollar limits
• Monthly purchase dollars limits
• Quarterly purchase dollar limits
• Annual purchase dollar limits
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(2) The Contractor will provide detailed information on the proposed cardholder,
cardholder approving official, unit, division, agency and /or department or other forms
of hierarchical levels for the number of card transaction limits for:
• Daily number of transaction limits
• Weekly number of transaction limits
• Monthly (or cycle) number of transaction limits
• Quarterly number of transaction limits
• Annual number of transaction limits
(3) The Contractor will provide detailed information on the proposed cardholder,
approving official, unit, division, department, agency, and statewide or other forms of
hierarchical levels for merchant category code exclusion and /or locking. The State
may also be restricting certain category codes program wide.
d. Card Issuance
Card issuance, re- issuance, and activation of cards are of the utmost importance to the
State. With the anticipation of continual growth in the CAL -Card Program, the
Contractors issuance system will be able to accommodate the ever - increasing number
of cards.
Each Participating Agency will administer their procurement function, determine to whom
the cards shall be issued, and the purchasing authority of each employee within the
limits of this contract. The CAL -Card Program shall be available for use by individual
government employees. Issuance of a card to any employee must be done with prior
written or an alternative secured method of approval by the Participating Agency's
Program Coordinator.
The Contractor will mail all cards issued within five business days or sooner after the
Contractor receives cardholder account set -up information. Cards will only be mailed to
the agencies designated point of contact, which may include the individual cardholders.
The Contractor will provide detailed information on the proposed card processes.
e. Account Maintenance
The Contractor understands that data regarding cardholders for a particular agency will
change from time to time. Authorized members of Participating Agencies will have the
ability to make changes to cardholder accounts, program structure, and possibly other
elements in their programs through U.S. Bank Access Online, the online reporting
system provided by Contractor. These changes may be performed online and may
include changes to names, addresses, zip codes, telephone numbers, e-mail addresses,
purchase limits, transaction limits, merchant category codes, approving official,
temporarily suspend cardholder activity and termination of a cardholder's account and
other changes.
The Contractor also provides information and features in connection with account
maintenance processes including:
• Means of requesting changes including: written, phone, fax, e-mail, and /or online
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• Restricting changes to agency program coordinator (or alternate) except
lost/stolen /fraud account closures
• Security controls in place to ensure only authorized changes
• Time frames from request to enactment
• Internet solution for online, real time, account maintenance, and transaction
administration
f. Disputed Transactions
The Contractor has in place a resolution procedure for dealing with disputed transactions
resulting from unauthorized charges, errors in cardholder billings, or problems with
charges for merchandise or services that are not resolved between the cardholder and
supplier. Participating Agencies intend to pay according to the contract payment terms;
however, in instances of dispute the charges may be placed in suspense until there is
resolution. The Contractor will propose a timely dispute procedure to ensure that the
payment network charge back rights do not expire. If upon resolution of a dispute it is
found that the transaction was actually an authorized charge, the Participating Agency
will be liable for the payment within the payment terms as described in Section 11.
Service Capabilities, b. Payment Term and Late Payment Penalties.
The Contractor shall provide detailed information on the proposed disputed
transaction resolution procedures.
g. Liability
Participating Agencies shall only be liable for the use of their purchase cards on
acquisitions that are authorized transactions. Authorized transactions are defined as
acquisitions which meet the following requirements:
• Where the Participating Agency authorized the employee as a purchase card
user
• Within cardholder setup limits and restrictions specified by each Participating
Agency
• Where transactions are authorized by the merchant in accordance with
established payment card association rules and regulations
• The Participating Agency receives the product, commodity, service, etc.
• A transaction involving fraudulent or wrongful use of a CAL -Card or account by
an authorized employee of a Participating Agency or any other person with an
authorized employee's actual, implied, or apparent authority shall constitute an
authorized transaction, and the Participating Agency would be liable for the
charges, unless the Participating Agency terminates the employee in question
and applies for the Visa Liability Waiver Program to protect it from liability of
charges resulting in products or services that do not benefit the Participating
Agency directly or indirectly.
The use of the purchase card outside of this definition is defined as an unauthorized
transaction and is outside the scope of State or Participating Agency liability.
The State and the Contractor through mutual agreement shall establish procedures for
reporting lost or stolen cards and stolen cardholder account numbers. The State and all
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Participating Agencies shall have no liability for lost or stolen cards or fraudulent use of
any purchase card. The Contractor shall report to the Cardholder and the Participating
Agency Program Coordinator reported fraud transactions and the resulting credit
issuance or payment due determinations within monthly management information
reporting.
Upon termination of an account, the Participating Agency and /or the Cardholder will
cancel the billing of all reoccurring transactions to the Account.
12. Program and Transaction Data
The Contractor will provide DGS with its technology tool, U.S. Bank Access Online, for
flexible and robust account management, functionality and report writing. The Contractor
will work with DGS to leverage the features of U.S. Bank Access Online and management
of security levels, report writing, online approvals, and other features of this tool. Moreover,
the Contractor will work with DGS to respond to State and Government reporting
requirements.
a. The Contractor will work in a collaborative effort with the Office of Small Business
and Disabled Veteran Business Enterprise Services (OSDS) to strive to attain a number
of objectives over the term of the contract.
Among these objectives are: the provision of electronic data to a California State
purchases database. The Office of Small Business and Disabled Veteran Business
Enterprise Services (OSDS) program within Procurement Division of the DGS certifies
small businesses (SB), micro businesses (MB), disabled veteran business enterprises
(DVBE), non - profit veteran services agencies (NVSA), and non - profit (NP) firms doing
business with the State. The Contractor understands that these requirements are to
support mandatory, statutory reporting requirements of contracting activity and the
Contractor understands that there are specific reporting requirements that must be met
in this report development effort.
b. Payment Term and Late Payment Penalties
The Contractor will be responsible for operating a payment system that interfaces with
the Participating Agencies' accounting /billing systems. It will be a versatile system and
have sufficient flexibility to interface with the Participating Agencies' automated
accounting and billing systems. Each Participating Agency will be financially responsible
to the awarded Contractor for their respective authorized Cardholder purchases. The
Contractor will be responsible for sending an itemized official invoice to each
Participating Agency as designed for each of the billing accounts established for the
Participating Agency. These invoices will be sent promptly after the end of each billing
cycle. It is anticipated that some participants will have multiple billing cycles per month.
The CAL -Card Program has the following minimum payment terms:
The full amount of each Participating Agency's monthly balance or billing cycle balance,
except for disputed or reported fraud items, will be due within forty -five (45) days from
the billing cycle date of the Contractor invoice. If the Contractor's Cardholder Statement,
Approving Official Summary, or the Invoice is not postmarked within three business days
after the billing cycle, the pay term can be extended the equal number of days between
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the third day after the billing cycle and the actual latest postmark date of the Cardholder
Statement, Approving Official Summary, or the Invoice.
Payment will be made to the Contractor via check, warrant, bank wire, automated
clearing house, and /or electronic funds transfer at the Participating Agency's option.
Payment sent via mail is considered paid on check or electronic issue date as long as
postmarked by the third day after check issue date. If the check is not postmarked by
the third day after the check issue date, the check posting date will be extended the
equal number of days between the third day after check issue date and the actual
postmark date of the payment envelope.
Late payment penalties for undisputed payments not received by the Contractor within
the specified period will be determined under California State Law. Each Participating
Agency will be required to pay such penalties based on the California Prompt Payment
Act (Government Code, Section, 927) or its successor. The penalty on any undisputed
late payment shall be calculated in accordance with the penalty interest factor per day
formula provided in the State of California Budget Letter 05 -15, Late Payment Penalty
Interest Rates (or its successor letter).
The Contractor must provide a detailed delinquent account suspension notice report,
which shall be sent to the Participating Agency Director or Chief Officer, the State
Department of Finance, Fiscal Systems Consulting Unit, and the CAL -Card Statewide
Program Administrator, for the Participating Agencies with delinquencies greater than
thirty (30) days with subsequent suspension at sixty (60) days after the date of the first
billing to that Participating Agency.
The contractor must provide detailed information and electronic copies to fit 8 ' /z x 11
format on the proposed payment system, including:
• Forms of accepted payment
• Ability to cross- reference Cardholder Statement, Approving Official Summary,
and monthly invoice number
• Paper hard copy invoices /payment
• Electronic invoices/payment including necessary hardware /software
• Invoice adjustments
• Late payment collection and suspension policies
• Invoice forms and reports
• Collection on delinquent accounts
U.S. Bank maintains a department in our Service Center responsible for reconciling
open invoices and tracking delinquent open invoices. This department has staff
dedicated to working specifically with the CAL -Card program to assist Agencies with
clearing up open invoices.
If a Participating Agency does not pay their invoices in full, less disputed transactions,
within fifty -five (55) days of the invoice date, the Agency will be contacted by U.S.
Bank's collections staff regarding the unpaid balances. As well, at day fifty -five (55)
after invoice date, the collection unit will report to the Department of General Services
CAL -Card program management, the State Department of Finance contact named by
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the State, and any other Control Agency named by the State, all Participating
Agencies that have undisputed past due balances.
Reports to the State will include a spreadsheet Delinquency Report that lists
Participating Agencies with past due balances sub - totaled by aging buckets. Reports
also will include an Agency - specific delinquency spreadsheet with detailed information
about specific past due invoices within the Agency.
If a Participating Agency has not paid its invoice(s) in full, less disputed items, by day
sixty (60) after the invoice date, U.S. Bank may, at its discretion, suspend charging
privileges for the Agency as a whole, or at the sub - division level of the Agency that is
delinquent. The suspension will remain in effect until such time as the Agency or sub-
division has remitted to U.S. Bank the unpaid balance and any associated accrued late
payment penalty. Any Participating Agency facing suspension will be given written
notification in the form of the Notice of Delinquency.
13. Technical Capabilities
The contractor has the technical capabilities to perform a wide variety of services, among
them:
Interfacing with Financial Systems
Data Transmission
Report Capabilities
Disaster Recovery
14. Billing
The Contractor has a diversified system of delivering accounting /billing information.
Participating Agencies have numerous different types of accounting/billing systems. The
Contractor has the flexibility to accommodate Participating Agencies with a variety of
accounting and billing systems. The State will have a need for both a paper hard copy
process and an electronic access system for data exchange.
The program and transaction data will be available through the Contractor's electronic
access system. The system shall be able to provide electronic review and manipulation of
all captured transaction information, including the ability to sort data by any field. The
system shall also have the ability to filter out unnecessary information, edit account
allocation manually, and split transaction amounts into sub -units for multi - account allocation.
This includes summary roll -up, review and manipulation at different hierarchical levels.
The Contractor shall also be able to provide automatic, default cost allocations for each
transaction to include the ability to assign multiple account codes to each transaction as
determined by the Participating Agency. In addition, the Contractor shall provide the ability
to assign a code based on the vendor category, cardholder or any combination of these
fields. The account code must be sufficiently long to accommodate the accounting string of
any Participating Agency (minimum 64 digits); and the ability of the Participating Agency to
override the default code.
The Contractor shall also provide the ability to download data from the system and the
automatic creation of batch upload files containing accounting data to a Participating
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Agency's internal accounting systems to include, at a minimum, a custom interface file to
any internal system(s) designated by the Participating Agency. This custom interface file
shall be created in such a manner that it can be imported into the Participating Agency's
system with no interaction or special programming or manual entry of transaction data. See
Exhibit F. "Additional Services — Cost Items- Custom Extract Files" for costs related to the
bank's development of participant specific custom output interface files.
The Contractor can provide detailed information on the accounting /billing system and
including:
• Billing statement format and displayed information
• Distribution of billing statements, timelines for receipt of statement, and available
options
• Hierarchical level of billing statement distribution to customers
• Billing cycles and available options (i.e. multiple cycles)
• Number and dates of available billing cycles per month
• Billing and accounting reconciliation software /technology proposed including
desirable Internet solution
• Program and transactional data security
• Accounting/ billing back -up system
15. Pilot and Demonstration
The Contractor has the capabilities to plan, initiate, conduct, support and manage, and
complete a successful demonstration period and /or pilot program, if requested by
Participating Agencies, as part of the implementation of the CAL -Card program purchasing
card services and technologies.
The State may require the Contractor to conduct demonstrations and pilot programs prior to
implementation of purchase card technologies. This will require that the Contractor work in
a collaborative effort with the PD, State Controllers, Department of Finance, and
Participating Agencies.
16. Contract Management
Contract management will be a responsibility of the CAL -Card Contract Manager (Helen
Gonzales), Contractor, U.S. Bank, and DGS and Participating Agencies.
The contract management plan shall address, at a minimum, the following:
• Strategic Plan for Contract Management
• Tactical Plan for Contract Management
• Periodic meetings with DGS Executive Office
• Quarterly meetings with PD
• Periodic meetings with CAL -Card Contract Manager
• Periodic meetings with Participating Agencies
• Problem identification and resolution
• Meeting agendas and presentations
• Program updates and discussions
• CAL -Card Program Growth
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• PD includes the following: PD Management, CAL -Card Contract Manager,
Marketing and Outreach Unit, CAL -Card Audits, Public Records Coordinator, and
Office of Small Business and DVBE Certification Coordinator.
17. Other Services
The Contractor is encouraged to offer other purchase card services and technologies that
have not already been addressed in the previous sections of this Statement of Work. Any
costs to the State for additional services and technologies will be presented to the CAL -Card
Contract Manager for approval prior to any implementation of such services or technologies.
18. MSA User Guide
The MSA User Guide (Ordering Instructions) may be modified periodically as determined by
the Department of General Services. The MSA User Guide (Ordering Instructions) will be
posted on the website and available for download at:
hftp://www.pd.dqs.ca.gov/calcard/default.htm
a. User Instructions
The State Agencies shall conform to the policies and procedures set forth in Management
Memo 03-10 (or its most current revision) and the State Contracting Manual, including
Purchasing Authority Manual.
User Instructions will be prepared, issued and overseen by a Contract Administrator
assigned to this MSA from DGS /Procurement Division.
b. Orders (Participating Addendums)
State Agencies will be issued a standard agreement (STD. 213) form and Local
Governmental Agencies will utilize an addendum (Participation Addendum) that is
provided by the Contractor.
19. Ordering Agency Responsibilities
a. All Participating Agencies shall comply with all applicable laws including the Public
Contracting Code (PCC) and the Government Code (GC).
b. User Instructions will be prepared and overseen by the DGS PD Contract
Administrator assigned to this MSA. Ordering agencies shall follow the User Instructions.
c. All State Agencies using this MSA shall conform to the policies and procedures set
forth in Management Memo 03 -10 (or its most current revision), the State Contract Manual
(SCM) and the Purchasing Authority Manual (PAM).
d. All Participating Agencies shall prepare the necessary forms to participate in the
CAL -Card Program.
e. All Participating Agencies shall report occurrences of either outstanding performance
or failure of performance to the DGS Procurement Division Contract Administrator. The
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Contractor shall have the option of reviewing any such submitted performance reports and
evaluations.
f. If a Participating Agency or State Agency is found to be in violation of the MSA
ordering procedures, PAM, or any other applicable policy or procedure, the Participating
Agency or State Agency, as the case may be, will be subject to termination of their
participation in the CAL -Card program.
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Exhibit B
Contractor Certification Clauses (CCC) 1005
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly
authorized to legally bind the prospective Contractor to the clause(s) listed below. This
certification is made under the laws of the State of California.
Contractor/Bidder Finn Name (Printed) Federal ID Number
By (Authorized Signature)
Printed Name and Title of Person Signing
Date Executed Executed in the County of
CONTRACTOR CERTIFICATION CLAUSES
1. STATEMENT OF COMPLIANCE Contractor has, unless exempted, complied with the
nondiscrimination program requirements. (Gov. Code §12990 (a -f) and CCR, Title 2, Section
8103) (Not applicable to public entities.)
2. DRUG -FREE WORKPLACE REQUIREMENTS Contractor will comply with the
requirements of the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by
taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession or use of a controlled substance is prohibited and specifying actions to
be taken against employees for violations.
b. Establish a Drug -Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug -free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug -free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of
employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the
Agreement or termination of the Agreement or both and Contractor may be ineligible for award
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of any future State agreements if the department determines that any of the following has
occurred: the Contractor has made false certification, or violated the certification by failing to
carry out the requirements as noted above. (Gov. Code §8350 et seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION Contractor certifies that no
more than one (1) final unappealable finding of contempt of court by a Federal court has been
issued against Contractor within the immediately preceding two -year period because of
Contractor's failure to comply with an order of a Federal court, which orders Contractor to
comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not
applicable to public entities.)
4. CONTRACTS FOR LEGAL SERVICES $50.000 OR MORE- PRO BONO REQUIREMENT:
Contractor hereby certifies that contractor will comply with the requirements of Section 6072 of
the Business and Professions Code, effective January 1, 2003.
Contractor agrees to make a good faith effort to provide a minimum number of hours of pro
bono legal services during each year of the contract equal to the lessor of 30 multiplied by the
number of full time attorneys in the firm's offices in the State, with the number of hours prorated
on an actual day basis for any contract period of less than a full year or 10% of its contract with
the State.
Failure to make a good faith effort may be cause for non - renewal of a state contract for legal
services, and may be taken into account when determining the award of future contracts with
the State for legal services.
5. EXPATRIATE CORPORATIONS Contractor hereby declares that it is not an expatriate
corporation or subsidiary of an expatriate corporation within the meaning of Public Contract
Code Section 10286 and 10286.1, and is eligible to contract with the State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or
corresponding accessories, or the procurement of equipment, materials, or supplies, other than
procurement related to a public works contract, declare under penalty of perjury that no apparel,
garments or corresponding accessories, equipment, materials, or supplies furnished to the state
pursuant to the contract have been laundered or produced in whole or in part by sweatshop
labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor,
forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor
or exploitation of children in sweatshop labor. The contractor further declares under penalty of
perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California
Department of Industrial Relations website located at www.dir.ca.gov and Public Contract Code
Section 6108.
b. The contractor agrees to cooperate fully in providing reasonable access to the
contractor's records, documents, agents or employees, or premises if reasonably required by
authorized officials of the contracting agency, the Department of Industrial Relations, or the
Department of Justice to determine the contractor's compliance with the requirements under
paragraph (a).
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7. DOMESTIC PARTNERS For contracts executed or amended after July 1, 2004, the
Contractor may elect to offer domestic partner benefits to the Contractor's employees in
accordance with Public Contract Code section 10295.3. However, the Contractor cannot
require an employee to cover the costs of providing any benefits which have otherwise been
provided to all employees regardless of marital or domestic partner status.
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.
1. CONFLICT OF INTEREST Contractor needs to be aware of the following provisions
regarding current or former state employees. If Contractor has any questions on the status of
any person rendering services or involved with the Agreement, the awarding agency must be
contacted immediately for clarification.
Current State Employees (Pub. Contract Code §10410):
1). No officer or employee shall engage in any employment, activity or enterprise from which
the officer or employee receives compensation or has a financial interest and which is
sponsored or funded by any Participating Agency or State Agency, unless the employment,
activity or enterprise is required as a condition of regular state employment.
2). No officer or employee shall contract on his or her own behalf as an independent contractor
with any Participating Agency or State Agency to provide goods or services.
Former State Employees (Pub. Contract Code §10411):
1). For the two -year period from the date he or she left the State of California employment, no
former state officer or employee may enter into a contract in which he or she engaged in any of
the negotiations, transactions, planning, arrangements or any part of the decision- making
process relevant to the contract while employed in any capacity by any Participating Agency or
State Agency.
2). For the twelve -month period from the date he or she left the State of California employment,
no former state officer or employee may enter into a contract with any Participating Agency or
State Agency if he or she was employed by that Participating Agency or State Agency in a
policy- making position in the same general subject area as the proposed contract within the 12-
month period prior to his or her leaving State of California service.
If Contractor violates any provisions of above paragraphs, such action by Contractor shall
render this Agreement void. (Pub. Contract Code §10420)
Members of boards and commissions are exempt from this section if they do not receive
payment other than payment of each meeting of the board or commission, payment for
preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))
2. LABOR CODE/WORKERS' COMPENSATION Contractor needs to be aware of the
provisions which require every employer to be insured against liability for Worker's
Compensation or to undertake self - insurance in accordance with the provisions, and Contractor
affirms to comply with such provisions before commencing the performance of the work of this
Agreement. (Labor Code Section 3700)
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3. AMERICANS WITH DISABILITIES ACT Contractor assures the State that it complies with
the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of
disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42
U.S.C. 12101 et seq.)
4. CONTRACTOR NAME CHANGE An amendment is required to change the Contractor's
name as listed on this Agreement. Upon receipt of legal documentation of the name change the
State will process the amendment. Payment of invoices presented with a new name cannot be
paid prior to approval of said amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA
a. When agreements are to be performed in the State of California by corporations, the
contracting agencies will be verifying that the Contractor is currently qualified to do business in
California in order to ensure that all obligations due to the State of California are fulfilled.
b. "Doing business" is defined in R &TC Section 23101 as actively engaging in any
transaction for the purpose of financial or pecuniary gain or profit. Although there are some
statutory exceptions to taxation, rarely will a corporate contractor performing within the state not
be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must
be in good standing in order to be qualified to do business in California. Agencies will determine
whether a corporation is in good standing by calling the Office of the Secretary of State.
6. RESOLUTION A county, city, district, or other local public body must provide the State with
a copy of a resolution, order, motion, or ordinance of the local governing body which by law has
authority to enter into an agreement, authorizing execution of the agreement.
7. AIR OR WATER POLLUTION VIOLATION Under the State of California laws, the
Contractor shall not be: (1) in violation of any order or resolution not subject to review
promulgated by the State Air Resources Board or an air pollution control district; (2) subject to
cease and desist order not subject to review issued pursuant to Section 13301 of the Water
Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally
determined to be in violation of provisions of federal law relating to air or water pollution.
8. PAYEE DATA RECORD FORM STD. 204 This form must be completed by all contractors
that are not another state agency or other governmental entity.
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PURCHASE CARD SERVICES
Exhibit C
GENERAL TERMS AND CONDITIONS
1. APPROVAL This Agreement is of no force or effect until signed by both parties and
approved by the Department of General Services, if required. Contractor may not commence
performance until such approval has been obtained.
2. AMENDMENT No amendment or variation of the terms of this Agreement shall be valid
unless made in writing, signed by the parties and approved as required. No oral understanding
or agreement not incorporated in this Agreement is binding on any of the parties.
3. ASSIGNMENT This Agreement is not assignable by the Contractor, either in whole or in
part, without the consent of the State in the form of a formal written amendment.
4. AUDIT Contractor agrees that the awarding department, the Department of General
Services, the Bureau of State Audits, or their designated representative shall have the right to
review and to copy any records and supporting documentation pertaining to the performance of
this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of
three (3) years after final payment, unless a longer period of records retention is stipulated.
Contractor agrees to allow the auditor(s) access to such records during normal business hours
and to allow interviews of any employees who might reasonably have information related to
such records. Further, Contractor agrees to include a similar right of the State to audit records
and interview staff in any subcontract related to performance of this Agreement. (Gov. Code
§8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5. INDEMNIFICATION Contractor agrees to indemnify, defend and save harmless the State,
its officers, agents and employees from any and all claims and losses accruing or resulting to
any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or
corporation furnishing or supplying work services, materials, or supplies in connection with the
performance of this Agreement, and from any and all claims and losses accruing or resulting to
any person, firm or corporation who may be injured or damaged by Contractor in the
performance of this Agreement.
6. DISPUTES Contractor shall continue with the responsibilities under this Agreement during
any dispute.
7. TERMINATION FOR CAUSE The State may terminate this Agreement and be relieved of
any payments should the Contractor fail to perform the requirements of this Agreement at the
time and in the manner herein provided. In the event of such termination the State may proceed
with the work in any manner deemed proper by the State. All costs to the State shall be
deducted from any sum due the Contractor under this Agreement and the balance, if any, shall
be paid to the Contractor upon demand.
8. INDEPENDENT CONTRACTOR Contractor, and the agents and employees of Contractor,
in the performance of this Agreement, shall act in an independent capacity and not as officers or
employees or agents of the State.
9. RECYCLING CERTIFICATION The Contractor shall certify in writing under penalty of
perjury, the minimum, if not exact, percentage of post consumer material as defined in the
Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold
Page 19 of 31
PURCHASE CARD SERVICES
to the State regardless of whether the product meets the requirements of Public Contract Code
Section 12209. With respect to printer or duplication cartridges that comply with the
requirements of Section 12156(e), the certification required by this subdivision shall specify that
the cartridges so comply (Pub. Contract Code §12205).
10. NON - DISCRIMINATION CLAUSE During the performance of this Agreement, Contractor
and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any
employee or applicant for employment because of sex, race, color, ancestry, religious creed,
national origin, physical disability (including HIV and AIDS), mental disability, medical condition
(cancer), age (over 40), marital status, and denial of family care leave. Contractor and
subcontractors shall insure that the evaluation and treatment of their employees and applicants
for employment are free from such discrimination and harassment. Contractor and
subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov.
Code §12990 (a -f) et seq.) and the applicable regulations promulgated thereunder (California
Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing Government Code Section 12990 (a -f),
set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are
incorporated into this Agreement by reference and made a part hereof as if set forth in full.
Contractor and its subcontractors shall give written notice of their obligations under this clause
to labor organizations with which they have a collective bargaining or other Agreement.
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
11. CERTIFICATION CLAUSES The CONTRACTOR CERTIFICATION CLAUSES contained in
the document CCC 1005 are hereby incorporated by reference and made a part of this
Agreement by this reference as if attached hereto.
12. TIMELINESS Time is of the essence in this Agreement.
13. COMPENSATION The consideration to be paid Contractor, as provided herein, shall be in
compensation for all of Contractor's expenses incurred in the performance hereof, including
travel, per diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW This contract is governed by and shall be interpreted in accordance with
the laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor, by signing this Agreement, hereby certifies that if
these services or goods are obtained by means of a competitive bid, the Contractor shall
comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1). "Public purchase" means a purchase by means of competitive bids of goods,
services, or materials by the State or any of its political subdivisions or public agencies on
whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section
16750 of the Business and Professions Code.
2). "Public purchasing body" means the State or the subdivision or agency making a
public purchase. Government Code Section 4550.
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PURCHASE CARD SERVICES
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the
bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all
causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under
the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, materials, or services by the
bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and
become effective at the time the purchasing body tenders final payment to the bidder.
Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or
settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor
shall be entitled to receive reimbursement for actual legal costs incurred and may, upon
demand, recover from the public body any portion of the recovery, including treble damages,
attributable to overcharges that were paid by the assignor but were not paid by the public body
as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such
demand, reassign the cause of action assigned under this part if the assignor has been or may
have been injured by the violation of law for which the cause of action arose and (a) the
assignee has not been injured thereby, or (b) the assignee declines to file a court action for the
cause of action. See Government Code Section 4554.
16. CHILD SUPPORT COMPLIANCE ACT "For any Agreement in excess of $100,000, the
contractor acknowledges in accordance with Public Contract Code 7110, that:
a) The Contractor recognizes the importance of child and family support obligations and
shall fully comply with all applicable state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of information and compliance with
earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5
of Division 9 of the Family Code; and
b) The Contractor, to the best of its knowledge, is fully complying with the earnings
assignment orders of all employees and is providing the names of all new employees to the
New Hire Registry maintained by the California Employment Development Department."
17. UNENFORCEABLE PROVISION In the event that any provision of this Agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions of
this Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded
by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200
in accordance with Pub. Contract Code §10353.
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PURCHASE CARD SERVICES
Exhibit D
ADDITIONAL PROVISIONS
1. Licenses and Permits
The Contractor shall be an individual or firm licensed to do business in California and shall
obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any
work required in connection with this Agreement.
2. Subcontractors
Nothing contained in this Agreement or otherwise shall create any contractual relation
between the State and any subcontractors, and no subcontractors shall relieve the
Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be
fully responsible to the State for the acts and omissions of its subcontractors and or
persons either directly or indirectly employed by any of them as it is for the acts and
omissions or persons directly employed by the Contractor. The Contractor's obligation to
pay its subcontractors is an independent obligation from the State's obligation to make
payments to the Contractor. As a result, the State shall have no obligation to pay or to
enforce the payment of any moneys to any subcontractor.
3. Insurance Requirements
Contractor shall furnish to the State a certificate of insurance stating that there is
commercial general liability and workers' compensation insurance presently in effect for
the Contractor of not less than $1,000,000 per occurrence for bodily injury and property
damage liability combined.
The certificate of insurance must include the following provisions:
a. The insurer will not cancel the insured's coverage without 30 days prior
written notice to the State; and
b. The State of California, its officers, agents, employees, and servants are
hereby named as additional insured but only with respect to work performed
for the State of California.
Contractor agrees that the liability insurance herein provided for shall be in effect at all
times during the term of this Contract (including all MSA release orders). In the event
said insurance coverage expires at any time during the term of this Contract, Contractor
agrees to provide at least 30 days prior to said expiration date, a new certificate of
insurance evidencing insurance coverage as provided for herein for not less than the
remainder of the term of the Contract, or for a period of not less than one year. New
certificates of insurance are subject to the approval of the Department of General
Services, and Contractor agrees that no work shall be performed prior to approval. In
the event the Contractor fails to keep in effect at all times insurance coverage as herein
provided, the State may, in addition to any other remedies, terminate this contract.
4. Contracts Funded by the Federal Government
It is mutually understood between the parties that this contract may have been written
before ascertaining the availability of congressional appropriation of funds, for the mutual
benefit of both parties, in order to avoid program and fiscal delays which would occur if
the contract were executed after that determination was made.
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PURCHASE CARD SERVICES
This contract is valid and enforceable only if sufficient funds are made available to the
State by the United States Government for the current and /or subsequent years covered
by this Contract for the purposes of this program. In addition, this contract is subject to
any additional restrictions, limitations, or conditions enacted by the Congress or any
statute enacted by the congress, which may affect the provisions, terms, or funding of this
Contract in any manner.
It is mutually agreed that if the Congress does not appropriate sufficient funds for the
program, this contract shall be amended to reflect any reduction in funds.
The DGS has the option to void the contract under the 30 -day cancellation clause or
amend the contract to reflect any reduction of funds.
5. Federal Debarment
The Federal Department of Labor requires that State agencies which are expending
Federal funds of $25,000 or more to have in the contract file, a certification by the
Contractor that they have not been debarred or suspended from doing business with the
Federal Government. Each Contractor must provide this documentation upon request.
6. DGS Termination of Contract
Unless General Provisions and Conditions, Item 7. Termination for Cause is applicable the
DGS, Procurement Division and U.S. Bank may mutually agree to terminate this contract
at any time upon 30 days prior written notice. Upon termination or other expiration of this
contract, each party will assist the other party in orderly termination of the contract and the
transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted
business continuation of each party. This provision shall not relieve the contractor of the
obligation to perform under any purchase order or other similar ordering document
executed prior to the termination becoming effective. If applicable, Participating Agencies
shall pay all outstanding invoices for services rendered on or before the termination date.
7. Negotiation
At the State's sole option, the Department of General Services (DGS) reserves the right
to invoke negotiations pursuant to Public Contract Code Section 6611, in accordance
with existing guidelines and procedures adopted by the Department of General Services.
8. Conflict of Interest
See Public Contract Code §10410 - §10412 for Current and Former State Employees.
9. Federal Air or Water Pollution Violations
See Government Code §4477.
10. Disputes
If Contractor believes that there is a dispute or grievance between Contractor and the
State arising out of or relating to this Contract, Contractor shall first discuss and attempt
to resolve the issue informally with the agency contract manager. If the issue cannot be
resolved at this level, Contractor shall follow the following procedures:
A. If the issue cannot be resolved informally with the Contract Manager, Contractor
shall submit, in writing, a grievance report together with any evidence to the Contract
Manager's Supervisor. The grievance report must state the issues in the dispute, the
legal authority, or other basis for the Contractor's position and the remedy sought.
Page 23 of 31
PURCHASE CARD SERVICES
Within ten (10) working days of receipt of the written grievance report from the
Contractor, the Supervisor shall make a determination on the problem, and shall
respond in writing to the Contractor indicating the decision and reasons therefor.
Should the Contractor disagree with the Supervisor's decision, Contractor may
appeal to the next level, following the procedure in "Disputes ", paragraph B, listed
below.
B. Contractor must submit a letter of appeal to the Agency Director explaining why
the Supervisor's decision is unacceptable. The letter must include, as an
attachment, copies of the Contractor's original grievance report, evidence
originally submitted, and response from Supervisor. Contractor's letter of
appeal must be submitted within ten (10) working days of the receipt of the
Supervisor's written decision. The Director or designee shall, within twenty (20)
working days of receipt of Contractor's letter of appeal, review the issues raised
and shall render a written decision to the Contractor. The decision of the
Director or designee shall be final.
11. Termination for Non - Appropriation of (State) Funds
If the term of this Contract extends into fiscal years subsequent to that in which it is
approved, such continuation of the Contract is contingent on the appropriation of
funds for such purpose by the Legislature. If funds to effect such continued
payment are not appropriated, Contractor agrees to take back any affected
deliverables furnished under this Contract, terminate any services supplied to the
State under this Contract, and relieve the State of any further obligation therefore.
12. Credit Provisions
A. Financial Information. Since the establishment of a Purchasing Card Program is
an extension of credit, the State shall provide sufficient information to enable
Contractor to perform, at a minimum, annual credit reviews.
DGS shall provide future audited financial statements, prepared by DGS'
independent certified public accountant, upon request by Contractor, as soon as
available and in any event not later than ninety-one (91) days after the end of each
fiscal year of DGS. To the extent required by Contractor to verify the credit
worthiness of DGS, Contractor is authorized by DGS to obtain credit or financial
information with respect to DGS that may be held by third party sources. DGS
agrees to provide to Contractor, from time to time, such other information regarding
the business, operations, affairs, and financial condition of DGS as Contractor may
reasonably request.
B. Credit Limits and Credit Line. Based on the available financial information,
Contractor shall establish a Credit Limit for each Account and an aggregate Credit
Line for all Accounts established pursuant to this Agreement.
1. Revising the Credit Line Contractor shall have the right to revise the aggregate
Credit Line for all Accounts. Contractor shall provide contemporaneous notice to
DGS of any decrease in the Credit Line.
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PURCHASE CARD SERVICES
2. Revising Credit Limits Contractor shall have the right to revise Credit Limits on
individual Accounts.
a. Customer Accounts. Contractor shall provide contemporaneous notice to
DGS of any decrease in a Credit Limit.
b. Cardholder Accounts. Contractor has the right to revise Credit Limits
and /or limit spending activity on any Cardholder Accounts.
c. Fraudulent Activity. Contractor may temporarily revise Credit Limits and /or
limit spending activity on any Account for which fraudulent activity is
suspected.
C. Affiliate Participation. Agencies of the State of California may participate under
this Agreement upon execution of a Participation Addendum, which must be
executed by Contractor and the Participating Agency, or by execution of a Standard
213, which must be executed by Contractor and the State Agency.
D. Intellectual Property. DGS and Contractor each recognizes that it has no right, title
or interest, proprietary or otherwise, in or to the name or any logo, or Intellectual
Property owned or licensed by the other. DGS and Contractor each agree that,
without prior written consent of the other, it shall not use the name, any logo, or
Intellectual Property owned or licensed by the other.
E. Card Limits and Restrictions. The State desires a purchase card with extremely
flexible card limits and widest possible merchant category code restrictions available.
Upon request by DGS, the Contractor may either prevent or restrict usage of its Card
Products to selected merchants based on Merchant Category Code. To the extent
this is requested, the following disclaimers apply:
1. Restrictions. Contractor can only enforce Merchant Category Code restrictions
to the extent it receives accurate Merchant Category Code data with the
Transaction authorization request.
2. Incorrect Merchant Category Codes. To the extent DGS believes a merchant
has not been assigned an accurate Merchant Category Code, Contractor will
advise the Association of the inaccuracy. Whether or not the Merchant Category
Code is changed is dependent upon applicable Association regulations.
F. Security and Confidentiality.
1. Security. Participating Agencies shall safeguard information regarding Cards,
Account numbers, passwords, personal identification numbers, and other
sensitive information provided by Contractor in a manner that is no less stringent
than those applicable to Participating Agency's own proprietary information.
Each Party will utilize commercially reasonable efforts to maintain an appropriate
information security program to prevent the unauthorized disclosure, misuse,
alteration, or destruction of Confidential Information.
2. Confidentiality. The Parties agree to the following provisions regarding the use
and disclosure of Confidential Information:
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PURCHASE CARD SERVICES
a) Confidential Information. For purposes of this Contract, "Confidential- -- -- Formatted: Tabs: 1.63 ^, Left
Information" means information supplied by one Party ( "Disclosing Party ") to
the other Party ( "Recipient ") that is expressly or implicitly protected from
unrestricted use by persons not associated with Disclosing Party.
U.S. Bank Confidential Information. U.S. Bank and Participating
Agencies agree that the Commercial Card Program and /or Global
Commercial Card Program are a unique service involving the exchange
of proprietary and /or Confidential Information between the Parties.
Participating Agencies agree that Commercial Card Program and /or
Global Commercial Card Program reports, manuals, documentation, and
related materials shall be circulated by it only to the extent necessary for
Participating Agencies to manage the Commercial Card Program and /or
Global Commercial Card Program and /or use such information in
connection with business.
ii. Customer Confidential Information. Contractor and Participating
Agencies agree that any non - public financial information of
Participating Agencies and any non - public data regarding
Participating Agencies Accounts, Transactions, charges, spending
volume or repayment terms is Confidential Information of the
Participating Agency and such information shall be circulated by
Contractor only to the extent necessary for Contractor to offer the
Commercial Card Program and /or Global Commercial Card
Program.
iii. Third Parties„_DGS acknowledges that portions of its Account and
Transaction data are captured by third parties, inciuding, but not limited
to the Associations, 1hird -party service providers, merchants, and
co
merchant processors, during the urse of normal business___ _________
operations and that the confidentiality provisions of this.4greement do _
not extend to any third partyr--------------------------------------------------- - - - - --
13. Government Claims Program
If the Contractor believes a State Agency caused him or her to suffer monetary loss he or
she can file a claim. The contractor shall complete and submit an Information and Claim
Form (VCGCB -GC -002 (Rev. 8/04)) to the California Victim Compensation and Government
Claims Board at P.O. Box 3035, Sacramento, CA 95812 -3035. The form can be
downloaded from the following website: www.governmentclaims.ca.clov
Formatted: Condensed by 0.15 pt
V ed: Condensed by 0.15 pt
ed: Condensed by 0.15 pt
ed: Conden Font: Not Bold
Page 26 of 31
PURCHASE CARD SERVICES
Exhibit E
GLOSSARY OF TERMS
Account A government purchasing card account number assigned to an Agency.
Addendum Supplement to the Master Services Agreement Contract, by qualified agencies,
agreeing to all terms and conditions.
Agency Program Coordinator: An individual, designated by the agency, responsible for the
CAL -Card Program management and oversight. This includes contract terms, timely payment
of invoices, the development and enforcement of agency policy, procedures and training
program. A Purchasing Officer or equivalent normally holds this position.
Approvina Official An individual that is designated by the agency and the Agency Program
Coordinator to, in a timely manner, monitor, review and approve the purchases of assigned
cardholders. This position is normally held by a budget manager for which the funds are to be
expended by the assigned cardholders. _
Billing Cycle The time period from one invoice cutoff date to the next cutoff date.
Billina Office Contact: An individual identified as the billing office contact person responsible
for processing timely payments for specified cardholder's accounts.
Billina Officer A designated individual that is responsible for the timely management and
oversight of the CAL -Card Program invoice reconciliation and payment process. An Accounting
Officer or equivalent normally holds this position.
Business Day: A day, not a Saturday or Sunday, on which commercial banks generally are
open for business.
CAL -Card The official registered service mark name for the State of California's purchasing
card program.
CAL -Card Purchases: Purchases made using the CAL -Card as the payment mechanism.
Card: A purchase card that is issued by a financial institution..
Cardholder An individual that is designated by an Agency Program Coordinator and
Approving Official to be a CAL -Card card recipient and make official government purchases.
Cardholder Account An account number assigned to the Cardholder
Customer Customer of the contractor.
Contractor or U.S. Bank: U.S. Bank National Association ND.
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PURCHASE CARD SERVICES
Local Government Agency: A credit qualified city, county, local governmental body, or local
public agency (including but not limited to boards, bureaus, commissions, and superintendent of
schools) empowered to expend public funds for the acquisition of goods and services.
Merchant Category Classification (MCC): MCC represents a code scheme that defines a
merchant industry type based on the Standard Industrial Category (SIC) code. The MCC /SIC
code is included in the authorized transmission. If the Cardholder is not authorized for a
particular MCC /SIC code the transaction will decline.
Participating Agency A State or Local Governmental Agency that has executed an
Addendum /Subscription to the Master Services Agreement for the CAL -Card Program.
State Agency: A State government office, agency, department, division, bureau, board,
commission, public agency or other governmental body empowered to expend public funds.
Transaction: Any activity that results in a debit or credit to an account.
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PURCHASE CARD SERVICES
Exhibit F
A. INTRODUCTION
The cost/rebate tables shall be enforce for the term of this contract.
B. INCENTIVE PROGRAMS
The Contractor is providing an Average Transaction Incentive, Volume Sales Incentive, and a
Prompt Payment Incentive to all participating agencies and will comply with the Administrative
Fee in Section C below. All incentives and fees will be a paid via a check to each participating
agency, unless the participating agency requests another form of payment (i.e., electronic
payment, reduction in outstanding invoices, etc.).
1. Average Transaction Incentive
An Average Transaction Incentive that will be given to each participating agency (see
Table D.1 — Average Transaction Incentive). The Average Transaction Incentive table is
designed to provide an incentive to each participating agency. This incentive is based
solely on the average per transaction dollar amount for the quarterly (3 calendar
months) total sales for each participating agency.
The Contractor will pay the determined dollar incentive amount by the 5e calendar day
after the end of each quarter (3 calendar months).
2. Volume Sales Incentive
A Volume Sales Incentive that will be given to each participating agency (see Table D.2
— Volume Sales Incentive). The Volume Sales Incentive table is designed to provide an
incentive to each participating agency. The incentive is based solely on the quarterly
(3 calendar months) total sales for each participating agency.
The Contractor will pay the determined dollar incentive amount by the 50"' calendar day
after the end of each quarter (3 calendar months).
3. Prompt Payment Incentive
A Prompt Payment Incentive that will be given to each participating agency (See Table
D.3 — Prompt Payment Incentive). The Prompt Payment Incentive table is designed to
provide an incentive to each participating agency. The incentive is based solely on
each participating agency's prompt payment on invoices issued by the
purchasing card contractor.
The Contractor will pay the determined dollar incentive amount by the 50`" calendar day
after the invoice(s) is paid.
Note: If the accrued rebate amounts (average transaction rebate, volumes sales rebate, and
prompt payment rebate) are less than $75 on a quarterly basis, these rebates will be
carried over to the next quarter.
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PURCHASE CARD SERVICES
C. ADMINISTRATIVE FEE
The Contractor will reimburse the Department of General Services (DGS), Procurement Division
an Administrative Fee. The Administrative Fee is a flat rate of .004 (4/10 of 1 %) on the total
sales for all participating agencies.
The Contractor will pay the determined dollar incentive amount by the 50 calendar day after
the end of each quarter (3 calendar months).
D. TABLES
1. Average Transaction Incentive
The following formula will be used to determine the Average Transaction Incentive for
each participating agency:
Total Sales (Quarterly) x 0.75 = Average Transaction Incentive
# of Transactions (Quarterly)
2. Volume Sales Incentive
The following formula will be used to determine the Volume Sale Incentive for each
participating agency:
Total Sales (Quarterly for each participating agency) x.00393 = Volume Sales Incentive
3. Prompt Payment Incentive
The following formula will be used to determine the Prompt Payment Incentive for each
participating agency:
45 Days - # of Days (payment on invoice) x 0.0045 x invoice amount =
45 Days (maximum # of days) Prompt Payment Incentive
4. Administrative Fee
The following formula will be used to determine the Administrative Fee:
Total Sales for all participating agencies x .004 = Administrative Fee
E. COMMERCIALLY AVAILABLE PRICE LIST
Contactor is allowed to include a commercially available price list.
The scope, for additional purchasing card services and /or technologies to be included with the
cost/incentive tables. Contractor is required to provide a government discount for each
additional service and /or technology. Each discount will be applied to either the service or
Page 30 of 31
PURCHASE CARD SERVICES
technology to determine the participating agency's price. The price list may be updated on an
annual basis and the discount(s) will be fixed for the term of the contract.
Note: Contractor is required to provide the CAL -Card program with a verifiable commercially
available price list, i.e., pricing that is comparable to the pricing provided to customers
(commercial or government) with the same or similar annual volume sales. The state
reserves the right to verify the pricing information by contacting customers and /or visiting
websites. The contractor shall cooperate with the procurement official by providing the
necessary information to conduct this verification. If pricing can not be verified, contractor will
not be allowed to offer additional purchasing card services and technologies.
F. Additional Services (Cost Items)
1. Customer Extract Files — The Bank will offer (5) custom extract files to the
contract at no cost. Any requested mappers beyond five will be at a cost of
$5,000 per mapper.
2. Cash Advance Fees — 2% with a $2.00 minimum
3. Convenience Fees —1.7% of the convenience check dollar amount
4. Foreign Currency Conversion Fees — 2.5% per transaction
Page 31 of 31
PURCHASE CARD SERVICES
STANDAOD AGREEMENT
STD 213 (R4 0610
1. This Agreement is entered int(
STAT AGENCY'S NAME
Depa ment of General Service
CON RACTOR'S NAME
U.S. ank National Association
2 The t rm of this _
A ree ent is: _
3. The biaximurn amount $ 0
REGISTRATION NUMBER
throuqh
STATE Oq g8LIFOR
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR Calffomia Department of General
use only
CONTRACTOR'S NAME (rt other than an individual, state whether a corporation, partnership, etc.)
U.S. Bank National Association N.D. (U.S. Bank)
BY aK (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
ADDRESS
STATE OF CALIFORNIA
AGENCY N WE
Department of General Services
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING ❑ Exempt
Rita Hamilton, Deputy Director
ADDRESS
707 Thi[d Street, 2 Floor
West S cramento, CA 956051W2811 ----------------------------------------------------- ------ - - - - --
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PURCHASE CARD SERVICES
Agreement Number 5- 06- 99 -01, Amendment #1 (Continued):
5. Incentive (Rebate) Programs
B. WSCA states are entitled to the same Incentive (Rebate) Programs that are provided to
the Lead state. Therefore. the WSCA states will benefit from the Incentive (Rebate)
Programs and be entitled to all incentives (Average Transaction Incentive, Volume Sales
Incentive, Prompt Payment Incentive, and Administrative Fee) in this agreement.
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PURCHASE CARD SERVICES
Exhibit F
(II/l/061 - i Formatted: Font: (Default) Times
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A. INTRODUCTION Formatted: Normal, Left, Don't
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The cost/rebate tables shall be in force for the term of this contract. Not at o~ + 0.25"
B. INCENTIVE PROGRAMS
The Contractor is Drovidina an Averaae Transaction Incentive. Volume Sales Incentive. and a
Prompt Payment Incentive to all Participating Agencies and will comply with the Administrative
Fee in Section C below. All incentives and fees will be paid via a check to each Participating
Agency, unless the participating agency requests another form of payment (i.e., electronic
payment, reduction in outstanding invoices, etc.).
1. Averaae Transaction Incentive
An Averaae Transaction Incentive will be aiven to each ParticiDatina Aaencv (see Table
D.1 - Average Transaction Incentive). The Average Transaction Incentive calculation is
designed to provide an incentive to each Participating Agency. The Averaae
Transaction Incentive is based solely on the average per transaction dollar amount
for the quarterly (3 calendar months) total sales for each Participating Agency.
"Averaae Transaction" means the Quarterly Total Sales Volume divided by the
number of purchase transactions during each quarter (3 calendar months).
The Contractor will pav the earned Average Transaction Incentive payment by the fiftieth
(50 calendar day after the end of each quarter (3 calendar months).
2. Volume Sales Incentive
A Volume Sales Incentive will be given to each Participating Agency (see Table D.2 -
Volume Sales Incentive). The Volume Sales Incentive table is designed to provide an
incentive to each Participating Agency. The Volume Sales Incentive is based solely on
the quarterly (3 calendar months) total sales for each Participating Agency.
The Contractor will pay the earned Volume Sales Incentive payment by the fiftieth (50
calendar day after the end of each quarter (3 calendar months).
3. Prompt Payment Incentive
A Prompt Pavment Incentive will be aiven to each Participatina Aaencv (See Table D.3 -
Prompt Payment Incentive). The Prompt Payment Incentive calculation is designed to
provide an incentive to each Participating Agency. The Prompt Payment Incentive is
based solely on the Client Held Days Payment Performance by each Participating
Agency for each quarter (3 calendar months). No Prompt Payment Incentive calculation
shall be made unless the Client Held Days Payment Performance for all account
statements for each Partici atin A en l i—fi 'du e a o
al) is 1 t or less than forty -five
p g a cy, lvl
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PURCHASE CARD SERVICES
(45) Client Held Days. "Client Held Days" means the actual number of days from billing
cycle date to the date on the check or date of the wire transfer.
The Contractor will pav the dollar amount calculated by the fiftieth (50 calendar day
after the end of each quarter (3 calendar months).
Note: If the aggregated incentive amounts (Average Transaction Incentive, Volume Sales
Incentive, and Prompt Payment Incentive) are less than seventy -five U.S. Dollars
($75.00) on a quarterly basis for any Participating Agency, the Incentive payments will
be carried over to the next quarter.
Anv Average Transaction Incentive. Volume Sales Incentive, and /or Prompt Pavment
Incentive payment made pursuant to this Agreement will be reduced by the accumulated
Fraudulent Charges and /or Charge -offs. "Charge -off' means any amount due and
owing to Contractor or its affiliates by the State, any Participating Agency and any
Participating State Agency, as the case may be, that remains unpaid for one hundred
fifty (150) days after the date that it was first billed.
C. ADMINISTRATIVE FEE
The Contractor will reimburse the DeDartment of General Services (DGS). Procurement Division
an Administrative Fee. The Administrative Fee is a flat rate of .004 (4/10 of 1 %) on the total
sales for all Participating Agencies.
The Contractor will pay the dollar amount by the 50 calendar day after the end of each quarter
(3 calendar months). The Administrative Fee will be paid via a check to DGS. unless DGS
requests another form of payment (i.e., electronic payment, etc.).
D. TABLES
1. Average Transaction Incentive
The following formula will be used to determine the Average Transaction Incentive for
each participating agency_
Quarterly Total Sales x 0.75 = Average Transaction Incentive
# of Transactions*
* The number of transactions will be the transactions that occurred in the same quarter
as the Volume Sales Incentive.
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Note: Distribution of the Quarterly Average Transaction Rebate shall include the
following condition: Computed Quarterly Average Transaction Rebate to the
shall be forwarded to the Department of General Services under the heading of
Administrative Fee — Excess Quarterly Average Transaction Rebate.
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PURCHASE CARD SERVICES
2. Volume Sales Incentive
The following formula will be used to determine the Volume Sales Incentive for each
Participating Agency:
Quarterly Volume Sales (Individually for each Participating Agency) x .00393
= Quarterly Volume Sales Incentive
3. Prompt Payment Incentive
The following formula will be used to determine the Prompt Payment Incentive for each
Participating Agency:
(45 - Actual Client Held Days Performance) /45 X 0.0045 X Invoice Amount
= Prompt Payment Incentive
4. Administrative Fee
The following formula will be used to determine the Administrative Fee:
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Total Sales for all Participating Agencies x .0040 = Administrative Fee t- ----- Formatted Left, Indent: Left: 0.5 ",
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�. COMMERCIALLY AVAILABLE PRICE LIST 0.75
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Contactor is allowed to include a commercially available price list. Deleted: E.
The scope, for additional purchasing card services and /or technologies to be included with the
costfincentive tables. Contractor is required to provide a government discount for each
additional service and/or technology. Each discount will be applied to either the service or
technology to determine the participating agency's price. The price list may be updated on an
annual basis and the discount(s) will be fixed for the term of the contract.
Note: Contractor is required to Drovide the CAL -Card Droaram with a verifiable commerciall
available price list, i.e., pricing that is comparable to the pricing provided to customers
(commercial or government) with the same or similar annual volume sales. The state
reserves the right to verify the pricing information by contacting customers and /or visiting
websites. The contractor shall cooperate with the procurement official by providing the
necessary information to conduct this verification. If pricing can not be verified, contractor will
not be allowed to offer additional purchasing card services and technologies.
F. Additional Services (Cost Items)
1. Customer Extract Files — The Bank will offer (5) custom extract files to the
contract at no cost. Any requested mappers beyond five will be at a cost of
$5,000 per mapper.
2. Cash Advance Fees — 2% with a $2.00 minimum
3. Convenience Fees —1.7% of the convenience check dollar amount
4. Foreign Currency Conversion Fees — 2.5% per transaction
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Items)l
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1. Customer Extract Files — The
Contractor will offer (5) custom
extract files Q
with this contract at no cost to
DGS. Any requested mappers
beyond five (5) will be at a¶
cost of five thousand U.S.
Dollars ($5,000.00) per mapper.¶
1
2. Cash Advance Fees — 2%
with a $2.00 minimum¶
4
3. Convenience Fees —1.7% of the
convenience check dollar amount¶
4
4. Foreign Currency Conversion
Fees — 2.5% per transaction ¶
1
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STANDARD AGREEMENT
STD 213 (Rev 06/03)
AGREEMENT NUMBER / AGENCY BILLING CODE
REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
Department of General Services
CONTRACTOR'S NAME
U.S. Bank National Association N.D. (U.S. Bank)
2 The term of this through
Agreement is:
3. The maximum amount $ 0
of this Agreement is:
4. The parties agree to comply with the terms and conditions of the following which are by this reference made a part
of the Agreement.
Exhibit A, Statement of Work, 19 Pages
Exhibit B, Contract Certification Clauses CCC 1005
Exhibit C, General Terms and Conditions (GTC) 306
Exhibit D, Additional Provisions
Exhibit E, Glossary of Terms
Exhibit F, Cost/Rebates
RFP DGS 55046 and the Contractor's response are incorporated and made a part of this agreement by reference.
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Exhibit A
A. OVERVIEW
This section, along with the Contractor's responses to the technical requirements,
contains
the Contractor's responsibility after contract award.
B. STATEMENT OF WORK
1. Purpose
This Statement of Work (SOW) gives an overview of the purchasing card services and
technologies under this Master Services Agreement (MSA) to be provided to the State of
California, Department of General Services (DGS)
with, at the State's option, one (1) two (2) year extension. During the initial term, neither
DGS nor the Contractor may terminate this Agreement, in whole or in part, except by
mutual consent or as otherwise provided under Exhibit C to this document, General
Terms and Conditions.
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A
3. CAL -Card Program
In May 1990, the California Department of General Services (DGS) published a
report titled "Using a Bank Card for Small State Purchases." The report
recommended that the State conduct a pilot project to test the advantages and
disadvantages of employing purchase cards for small dollar purchases of
commodities.
In 1992 the DGS awarded an 18 month competitively bid pilot contract that called for
six state agencies to run a pilot program. Because the pilot program was so
successful, the contract was renewed and made available for all state and local
governmental agencies.
Since that time two sequential contracts have been competitively bid and awarded
for continued purchase card services. The first contract term was three years fixed
with two one -year options for extension and the second was a two year fixed with
four one -year options for extension.
The CAL -Card Program allows State and local governmental agencies to utilize the
Master Services Agreement through a contract addendum process. The CAL -Card
Program has been extremely successful in providing California state and local
government agencies with purchase card services and continues to experience
year- over -year growth in individual program usage and new participating agencies.
Finally, On July 24, 1996, The State of California officially named its purchase card
program "CAL- Card" and registered the name under a certified service mark.
4. Agency Enrollment and Implementation
The implementation schedule shall include a time line for the various steps required as
well as the timeframes to ensure implementation stays on schedule. The C
In supporting the operation of the CAL -Card Program, the Contractor must
comply with the following required identification of their proposed organizational staffing.
Identification of the account managers assigned to the CAL -Card Program
Identification of all key support personnel assigned to the CAL -Card Program
Provide a statement indicating the responsibilities each staff member will have
while supporting this program
Contract terms will not permit substitution of personnel without prior notice to the PD.
provide detailed information on the new agency enrollment and implementation plan to
DSG and will work with DGS to meet all required elements of the agreed to plan.
.r" em �. ._ ..
Contact information and roles and responsibilities for all Contract Program
Support Staff
Contact information and roles and responsibilities for the State of California
Contract Management Staff
Schedule with dates and locations for program and technology solution training
Schedule with dates and locations of Quarterly User Group Meetings
Program forms (hard copy and electronic)
Agency training methods and training materials (hard copy and electronic)
Agency hierarchy establishment (i.e., Approving Official, Accounting /Billing and
Agency Program Coordinator, etc.)
What are the maximum levels (hierarchy) for each participating agency
Billing process flow and associated reports
Card controls and issuance options
Card /account set -up
Card /account production and distribution
Card /account activation
Electronic access set -up and testing
Mapping for interface with customer accounting system
Demonstration and Pilot, if requested by agency
Account follow -up
Sample instructional guidebooks
Review of Agency - specific policies and procedures
Contractor's Guidelines (Policies and Procedures)
a. Card Design and Embossing
The Contractor shall be responsible for the embossing and printing of the
purchasing cards to the State's specifications. The State will furnish the
necessary artwork (digital file) in order to provide a distinctive card design and
color that will identify the card as a State of California CAL -Card purchasing card.
The State will use this one basic design as the standard card stock to be used by
all CAL -Card participants. The State reserves the right to change the card
design during the contract period at no charge to the State and if doing so, will
provide the Contractor with the artwork needed to make
State and local agencies shall have the ability to customize the standard card
stock. This will require customization options to the front side of the card for all
agencies participating in the program. The customization options will include
verbiage and /or logo or graphic embossing as described below.
(1) State Government Agencies
Name, STATE OF CALIFORNIA top, left side of card (required)
Program, CAL -Card, top, right side of card (required)
Phrase, FOR OFFICIAL USE ONLY top, right side of card under CAL -Card
(required)
Name, AGENCY or DEPARTMENT. (required))
Name, CARDHOLDER NAME (required)
Picture, LOGO / EMBLEM (optional)
Embossing Line, ALPHA OR NUMERIC VERBIAGE (optional)
Contractor supplied options
(2) Local Government Agencies
Name, AGENCY NAME (county, city, etc. name), top, left side of card
(required)
Program, CAL -Card top, right side of card (required)
Phrase, FOR OFFICIAL USE ONLY, top, right side of card under CAL -Card
(required)
Name, CARDHOLDER NAME (required)
Picture, LOGO / EMBLEM (optional)
Embossing Line, ALPHA OR NUMERIC VERBIAGE (optional)
Contractor supplied options
Color copier reproduction sample of the artwork/design of the purchase
card is available. A digital proof of the card artwork/design is available
upon request to the Contract Administrator.
S. Organizational Support/Staffing
The Contractor
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Iiwli'
will provide highly skilled personnel and have an adequate number of personnel needed
to support a large purchase card program.
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substitutions of personnel will
The PD reserves the right to request additional personnel and/or replacement of current personnel
at any time.
The
must provide detailed information on their support and staffing personnel and the inner
structure of their organization that will be supporting the CAL -Card Program. With the
anticipated continual growth of the CAL -Card Program, the Contractor must also detail
plans
has the ability for expansion of staffing and will
how it will commit its organizational structure through the life of the contract
support the CAL Card Program throughout the term of this Agreement.
6. Marketing and Training Plan
The Contractor with support of PD's CAL -Card Program will
II aggressively strive to market the CAL -Card Program to potential State and local
governmental agency customers according to a plan that will be developed with the
State. This marketing venture may include
is primarily accomplished through
CAL -Card Program Overview Presentations, California government association
conferences, mass mailing of program information, and the CAL -Card Program Internet
site, the details of which will be developed with the State. The Contractor will cover
costs and provide materials for such marketing initiatives and the Contractor
understands that marketing at specific locations is required.
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The Contractor will be required to participate and in some cases take the lead in
marketing the Program. The Contractor will be required to participate and cover cost in
conferences, provide CAL -Card logo specific marketing and advertising materials, which
at a minimum will include conference "give -a- ways," brochures and pamphlets. The
Contractor will be required to provide and help develop training videos and program
usage guidebooks, an Internet information and training information, conference
promotional materials program, and CAL -Card Program Overview Presentation
handouts and presentation materials. The Contractor will also be required to provide a
brochure or pamphlet for suppliers, detailing the benefits of card acceptance. This
brochure will be made available to potential suppliers who do not currently accept the
purchase card. The Contractor will be required to update and make any changes to all
of the marketing and training materials with any major program changes.
The Contractor will be required to conduct a minimum of five (5) commencement
conferences within the first ninety (90) days of award of the contract. Three (3)
conferences will be held in southern California locations (e.g., Greater Los Angeles,
Riverside, and San Diego) and two (2) in a northern California location (e.g.,
Sacramento) that will be designated by the CAL -Card Program. The conferences will be
one of the means to formally introduce the new contract program to Participating
Agencies and potential future participants. The conference format will include various
media formats, which at a minimum will include several speakers (Contractor and
governmental agencies) and presentations of services offered by the Contractor. Mass
mailing of conference literature by the Contractor will be required in order to announce
the up coming events.
a. Conference Participation
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STATE OF CALIFORNIA
STANDARD AGREEMENT AMENDMENT
STD. 213 A (Rev 6/03)
❑ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 1 Pages AGREEMENT NUMBER AM
5- 06 -99 -01 #2
REGISTRATION NUMBER
This Agreement is entered into between the State Agency and Contractor named below:
STATE AGENCY'S NAME
CONTRACTOR'S NAME
General Services
U.S. Bank National Association N.D. (U.S. Bank
2. The term of this
Agreement is October 19, 2006 through October 18, 2011
3. The maximum amount of this $ -0-
Agreement after this amendment is: -0-
4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part
of the Agreement and incorporated herein:
Changes to the fallowing sections regarding calculation of the Prompt Payment Incentive (see attached):
Section B.12 of Exhibit A
Section.133 of Exhibit F
Section D.3 of Exhibit F
All other terms and conditions shall remain the same.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR
CONTRACTOR'S NAME (Irotherthan an individual, state whether corporation, partnership, etc.)
U.S. Bank Nation Association N.D. (U.S. Bank)
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING I
Jeffrey A. Rankin, Senior Vice President
ADDRESS
200 South 6 th Street, EP- MN -L25C, Minneapolis, MN 55402
STATE OF CALIFORNIA
AGENCY NAME
of General Services
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
Jim Butler, Deputy Director
Department of General Services
Use Only
❑ Exempt per:
ADDRESS
707 3` Street West Sacramento, CA 95605 -2811
U. S. Bank National Association ND (U. S. Bank)
Contract: 5- 06 -99 -01
Amendment 2
Page 1 of 2
AMENDMENT #2
TO
STANDARD AGREEMENT 5- 06 -99 -01
1. Section B.12.b., Payment Term and Late Payment Penalties, of Exhibit A to the Standard Agreement is
hereby deleted and replaced with the following language:
b. Payment Term and Late Payment Penalties
The Contractor will be responsible for operating a payment system that interfaces with the
Participating Agencies' accounting/billing systems. It will be a versatile system and have sufficient
flexibility to interface with the Participating Agencies' automated accounting and billing systems.
Each Participating Agency will be financially responsible to the awarded Contractor for their
respective authorized Cardholder purchases. The Contractor will be responsible for sending an
itemized official billing statement to each Participating Agency as designed for each of the billing
accounts established for the DGS and within a Participating Agency ( "Billing Accounts ") which
lists all transactions posted to Billing Accounts ( "Billing Statement "). These Billing Statements
will be sent promptly after the end of each Billing Cycle. It is anticipated that some participants will
have multiple Billing Cycles per month.
The CAL -Card Program has the following minimum payment terms:
The full amount of each Participating Agency's, and each subdivision of each Participating
Agency's (the "Sub- Agency "), monthly balance or Billing Cycle balance, except for disputed or
reported fraud items, will be due within forty -five (45) days from the Billing Cycle date of the
Contractor Billing Statement. The Billing Cycle is defined as the period of time from which a Billing
Statement is generated until the next Billing Statement is generated
Payment will be made to the Contractor via check, warrant, bank wire, automated clearing house,
and /or electronic funds transfer at the Participating Agency's option. Payment sent via mail is
considered paid as of the posting date. Contractor will adjust the Prompt Payment Incentive
calculation by two (2) days to allow for the difference in time between when a mailed check is
received to the time the payment is posted by Contractor (the "Float Adjustment").
Late payment penalties for undisputed payments not received by the Contractor within the specified
period will be determined under California State Law. Each Participating Agency will be required to
pay such penalties based on the California Prompt Payment Act (Government Code, Section, 927)
or its successor. The penalty on any undisputed late payment shall be calculated in accordance
with the penalty interest factor per day formula provided in the State of California Budget Letter 05-
15, Late Payment Penalty Interest Rates (or its successor letter).
The Contractor will, upon request, provide a detailed delinquent account suspension notice report,
which shall be sent to the Participating Agency Director or Chief Officer, the State Department of
Finance, Fiscal Systems Consulting Unit, and the CAL -Card Statewide Program Administrator, the
Participating Agencies with delinquencies greater than forty -five (45) days from the Billing
Statement date with subsequent suspension at sixty (60) days after the date of the first billing to
that Participating Agency.
The Contractor must provide detailed information and electronic copies to fit 8'/ x 11 format on the
proposed payment system, including:
• Forms of accepted payment
• Ability to cross - reference Cardholder Statement and monthly Billing Statement number
• Paper hard copy Billing Statements /payment
• Electronic Billing Statements /payment including necessary hardware /software
U. S. Bank National Association ND (U. S. Bank)
Contract: 5- 06 -99 -01
Amendment 2
Page 2 of 2
• Billing Statement adjustments
• Late payment collection and suspension policies
• Billing Statement forms and reports
• Collection on delinquent accounts
U.S. Bank maintains a department in our Service Center responsible for reconciling open Billing
Statements and tracking delinquent open Billing Statements. This department has staff
dedicated to working specifically with the CAL -Card program to assist Agencies with Gearing up
open Billing Statements.
If a Participating Agency does not pay their Billing Statements in full, less disputed transactions,
within fifty -five (55) days of the Billing Statement date, the Agency may be contacted by U.S.
Bank's collections staff regarding the unpaid balances. As well, at day fifty -five (55) after Billing
Statement date, the collection unit will, upon request, report to the Department of General
Services CAL -Card program management, the State Department of Finance contact named by
the State, and any other Control Agency named by the State, all Participating Agencies that have
undisputed past due balances.
Reports to the State will include a spreadsheet Delinquency Report that lists Participating
Agencies with past due balances sub - totaled by aging buckets. Reports also will include an
Agency - specific delinquency spreadsheet with detailed information about specific past due Billing
Statements within the Agency.
If a Participating Agency has not paid its Billing Statement(s) in full, less disputed items, by day
sixty (60) after the Billing Statement date, U.S. Bank may, at its discretion, suspend charging
privileges for the Agency as a whole, or at the sub - division level of the Agency that is delinquent.
The suspension will remain in effect until such time as the Agency or sub - division has remitted to
U.S. Bank the unpaid balance and any associated accrued late payment penalty.
2. The first paragraph of Section B.3., Prompt Payment Incentive, of Exhibit F to the Standard
Agreement is hereby deleted and replaced with the following language:
A Prompt Payment Incentive will be given to each Participating Agency (See Table D.3 —
Prompt Payment Incentive). The Prompt Payment Incentive calculation is designed to provide
an incentive to each Participating Agency. The Prompt Payment Incentive is based solely on
the Client Held Days Payment Performance for each Sub - Agency for each quarter (3 calendar
months). In order to qualify for a Prompt Payment Incentive, the Client Held Days Payment
Performance for each Billing Statement for a Sub - Agency is equal to or less than forty-five (45)
Client Held Days. "Client Held Days" means the sum of the daily balances for the quarter
divided by the total Net Charge Volume for the quarter less fifteen (15) days. Additionally, two
(2) more days will be subtracted from the Client Held Days total to determine the Float
Adjustment.
"Client Held Days Payment Performance" means the speed of repayment of charges made
for each quarter. "Quarterly Volume Sales" means all Charges set forth on the Billing
Statements furnished for all Accounts, less Fees, cash advances, Fraudulent Charges,
chargebacks, and amounts Charged -off by Contractor with respect to such accounts as
uncollectible for each quarter.
3. Section D.3., Prompt Payment Incentive, of Exhibit F to the Standard Agreement is hereby deleted
and replaced with the following language:
The following formula will be used to determine the Prompt Payment Incentive for each
Participating Agency:
(45 — Client Held Days) / 45 x.0045 x Quarterly Volume Sales