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Home My WebLink AboutRocky Mountain Bankcard System; 1996-03-27;J,MlC ur bnblruirnrn STANDARD AGREEMENt-“~~~,~~~~~~ - sm. 2 (REv$iBl) THIS AGREEMENT, made and entered into this 1st day of April ,1996 , I ‘84-1010148 in fh- State of California, by and between State of California. through its duly elcc~cd or appointed. qdfid ad act&g _- 7. OFFICER ACTING FOR STATE AGENCY Deputy Director Department of General Services. , hereafter called the State, and CONTRACTCX?S NAME The Colorado National Bank of Denver (CNB), and Rocky Mountain BankCard System, Inc. (RMBCS) 1 haafter called the Contractor. Wl’T?GSSEI’H: That the Contractor for and in consideration of the covenants, condition, agrermtnts, md~tipdations of the State heninafter expressed, does hereby agree fo furnish to the State smiccs and materials as follows: (Set forth service to be rendered by Contractor. amount to be paid Contractor, time for pelformance or completion, and attach plans and specifzations, if any.) Master Services Agreement 5-96-CC-01 is attached and made part of this agreement. The term of this agreement shall be thirty-six (36) months from the approval date shown be low. The following documents are incorporated by*reference and made part of this : agreement. 1. ltems 2, 4, 5, 6 and 7.01~ the back of this agreement. ? -. Exhibits A-G for Master Services Agreement 5-96-CC-01. - CONTINUED ON’ SHEETS. EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER. The provisions on the reverse side hereof constitute a part of this agreement. IN WITNESS WHEREOF, this agreement has been executed by the parties hereto. upon the date fint above written. I STATE OF CALIFORNIA CONTRACTOR 4GENCY Department of’ General Services C. F. Grady &F PERSON SIGNHG / PRINfED NAME AND Trl’LE OF PERSON SIGNlNG 4 ADDREss SENIOR VICE PWlDM / I ’ z=zz $ -O- ‘RIOR AMOUNT ENCUMBERED FOR HIS CONTRACT -1 . . ITEM CHAPTER STATUTE FISCAL YEAR I / OBJECT OF EXPENDITURE (CQDE AND TITLE) I, cemy upon my own personal knowledge that budgeted funds j T.&A. NO. / B.R. NO. art .,/able for the penod and purpose of the expenditure stated above. I GNATURE OF ACCOUNTING OFFICER / DATE PRDGRbMiCATEGORY (CODE AND TITLE) / FUND TITLE (OPTIONAL USE! > I. q CONTRACTOR cl STATE AGENCY q DEPT. OF GEN. SER. CONTROLLER q Department of General Services - .-- Use On/y .’ _- = ; 11 4 : I “.-IL,=” 3”.-77 Dbnc+ll7::; Ci’ fr2::ci Services 1 F i=3 ,3 _ 7 1’. ‘Z ‘4 “1 x 3 THE CONTRACTOR -IAIMS TRADE SECRET PROTECT N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT STATE OF CALIFORNIA CAL-CARD PROGRAM A MASTER SERVICES AGREEMENT BETWEEN. THE STATE OF CALIFORNIA THE COLORADO NATIONAL BANK ROCKY MOUNTAIN BANKCARD SYSTEM, INC. Department of General Services Master Services Agreement 5-96-CC-01 THE CONTRACTOR AIMS TRADE SECRET PROTECl- N FROM PUBLIC DIscLosmuz 0F PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 le of Cm Page No. 1. 2. 3. 4. 5. 6. 7. a. 9. 10. 11. 12. 13. 14. 15. 16. 17. ia. 19. 20. 21. 22. 23. 24. Parties Definitions I.M.P.A.C. Program . . Use of Trademarks State's and Participants' Responsibilities Liability for I.M.P.A.C. Account Balances CNB and RMBCS Responsibilities Card Production Control of Program and Card Policies Account Ownership, Protection of Account Information Confidentiality and Publicity Responsibilities for Errors, Omissions and Misconduct Term and Termination of Master Services Agreement Post-Termination Provisions Relationship of the Parties Non-exclusivity Assignment Successors and Assigns Survival of Provisions Notices No Implied Waiver Severability Incorporation by Reference Construction 1 2 7 a 9 14 19 24 24 27 27 31 32 40 42 42 43 43 43 44 46 46 47 47 - THE CONTRACTOR p AIMS.TRADE SECRET PROTECT: i FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systbrt, Inc. DGS Master Services Agreement 5-96-CC-01 le of Contents ParaaraDh 25. Excusable Delays and Force Majeure 26. Ext'ension of Time Period Based on Postmark Date 27. Entire Agreement A Nondiscrimination Clause B Statement of Compliance C-l Marketing and Training c-2 Card Limits and Restrictions c-3 Billing System, Payments and Late Fees c-4 New Card Issuance c-5 Card Format C-6 Lost/Stolen Cards Procedure c-7 Disputed Items Procedure c-a Account Changes c-9 Pricing/Financial Incentives c-10 Liability for Card Use c-11 Program (MIS) Reports c-12 Customer Support c-13 Vendor Questionnaire c-14 Information Technology (Remote Access) c-15 Point of Sale Information D Contractor's NLRB Certificate E Examination And Audit of Contracting Parties F Contract/Contractor Evaluation Form (STD. Form 4) G Drug-Free Workplace Certification (STD. Form 21) Page No. 47 48 49 THE CONTRACTOR-AIMS TRADE SECRET PROTECT-N FROM PUBLIC DISCLO-SURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systh, Inc. DGS Master Services Agreement 5-96-CC-01 .- STATE OF CALIFORNIA CAL-CARD PROGRAM . MASTER SERVICE AGREEMENT 1. PARTIES (a) The Colorado National Bank of Denver ("CNB") is a national ,banking association and is an issuer of VISA credit cards: (b) Rocky Mountain BankCard System, Inc. ("RMBCS") is a . Colorado Bank Service Corporation owned by CNB and First Bank System, Inc. of Minneapolis, 'MN, which maintains, operates and administers credit card operations facilities to. process credit card transactions between merchants and credit card holders and between financial institutions and merchants; and (c) The Department of General Services ("DGS"), on behalf of the State of California, desires to enter into this Agreement with CNB and RMBCS in order that CNB issue Purchase Cards, also referred to as , International Merchant Purchase Authorization Cards (‘1.M.P.A.C Cards") to designated employees ("Designated Employees") l ,- .- THE CONTtiCTOR-LAIMS TRADE SECRET PROTECT.?h FROM PUBLIC DISCLOSURE OF PORTIONs OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Services Agreement 5-96-CC-01 of Participants (as herein defined) to be used to make small purchases, and RMBCS provide certain credit card processing services for such I.M.P.A.C. Cards. 2. DEFINITIONS For the purpose of this Agreement (sometimes referred this "Master Services Agreement"), the following terms defined: to as are (a) ‘Addendum" - An addendum to this Agreement executed from time to time by a Participant, CNB and RMBCS pursuant to the provisions of this Agreement. (b) "Approving Official" - A person authorized in writing by a Participant Program Liaison or a Participant Billing Contact to receive and approve a report of I.M.P.A.C. Transactions of Designated Employees reporting to such Approving Official. (c) "Designated Employee" - An employee whom a Participant has designated in writing to receive and use an I.M.P.A.C. Card (sometimes referred to as Cardholder). (d) "Floor Limit" - A dollar limit established by VISA U.S.A., Inc. or a merchant's card processing center which represents the maximum total transaction amount 2 THE COmCTOl- JLAIMS TRADE SECRET'PROTEC'. 3N FROM PUBLIC DISCL&URE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 - for which a credit card may be used without specific authorization. W "I.M.P.A.C. Account" - The line of credit extended by CNB in connection with an I.M.P.A.C. Card, the right to payment arising out of the extension of such credit, all accounts receivable generated thereby, and all associated assets, rights, interests and privileges including, without limitation, goodwill. (f) "I.M.P.A.C. Card" - A credit card issued by CNP to a Designated Employee bearing the VISA Marks, I.M.P.A.C. Marks, and in some cases the Participant Seal or logo, to be used for purchases of goods and services on behalf of the Participant. (9) "I.M.P.A.C. Card Program" - This term is defined in paragraph 3, below. For the' purpose of this Agreement the I.M.P.A.C. Card Program refers to the CAL-Card Program. (h) "I.M.P.A.C. Mark" - The service mark "I.M.P.A.C." which is registered at the United States Patent and Trademark Office, Registration Number 1,485,494, dated April 19, 1988, which is owned by RMBCS. (i) "I.M.P.A.C. Transaction" - A sales transaction in which payment is made by use of an I.M.P.A.C. Card or 1.M.P:A.C. Account. -_ 3 THE CONTRACTOR,- AIMS TRADE SECRET PROTECT: .t FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT .- Colorado National Bank and Rocky Mountain BarikCard System, Inc. DOS Master Services Agreement 5-96-CC-01 - Cj) ‘Invoice Report" - A monthly report sent to each Participant indicating the Total Participant Monthly Balance due and payable to CNB. (k) (1) "Monthly Balance" - The total balance due on a given I.M.P.A.C. Account on the monthly cycle date of such 1.M.P.A.C: Account, as determined by CNB; . "Office Limit of the Approving Official" - The aggregate amount that all Designated Employees reporting Approving Official are collectively authorized to by use of I.M.P.A.C. Cards or I.M.P.A.C. Accounts a thirty-day billing cycle. to any charge during (m) (n) (0) (P) "Participant" - A Participating Agency, Participating University or Participating Subdivision that has executed an Addendum with RMBCS and CNB incorporating this Agreement and has requested that CNB issue I.M.P.A.C. Cards to one or more Designated Employees employed by such Participant. "Participant Billing Contact" - This term is defined in subparagraph 5(g). -Participant Finance Contact" - A Participant Billing Contact. "Participant I.M.P.A.C. Account" - The Aggregate Balance of all of a Participant's Designated Employees' I.M.P.A.C. Accounts. 4 -. THE CONTRACT01 LAIMS TRADE SECRET PROTEC'. ,N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BtikCard System, Inc. DGS Master Services Agreement 5-96-CC-01 - (9) "Participant Program Liaison" - This term is defined in subparagraph 5(g) (sometimes referred to as Participant Program Coordinator). (r) "Participating Agency" - A State office, officer, department, division,, bureau, board, or commission 'of the State that has executed an Addendum with RMBCS and CNB incorporating this Agreement and has requested that CNB issue I.M.P.A.C. Cards to one or more Designated' Employees employed by such Participating Agency. (8) "Participating Subdivision" - A city, county, county, district, or other local governmental corporation empowered to expend public funds acquisition of property that has executed an city and body or for the Addendum with RMEVCS and CNB incorporating this Agreement and has requested that CNB issue I.M.P.A.C. cards to one or more Designated Employees employed by such Participating Subdivision. (t) "Participating University" - The University of California or The State Universities which have executed an Addendum with RMBCS and CNB incorporating this Agreement and have requested. that CNB issue I.M.P.A.C. Cards to one or more Designated Employees employed by - such Participating University. ,_ ,- THE CONTRACTOR--AIMS TRADE SECRET PROTECT. 3 FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systbm, Inc. DGS Master Services Agreement 5-96-CC-01 (u) “FiMBCS trademark(s)" or ‘RMBCS Mark(s)" - The service mark "Rocky Mountain BankCard System", which is registered at the United States Patent and Trademark Office, Registration Number 1,154,170, dated May 12, 1981, and which is owned by RMBCS; and shall mean any other trade name, trademark or. service mark owned or used by RMBCS. (VI "Single Purchase Limit" - The,maximum amount a given Designated Employee is authorized to charge in a single . I.M.P.A.C. Transaction. (WI ‘State Finance Contact" - The individual designated pursuant to subparagraph 5(h), below. lx) "State I.M.P.A.C. Coordinator" - The individual designated pursuant to subparagraph 5th)) below. (Y) "Thirty-day Credit Limit" or "Monthly Credit Limit" - The maximum amount of credit that a cardholder may incur during a monthly billing cycle on a given I.M.P.A.C. Account, as requested by the Participant subject to approval by CNB. (z) "Total Participant Monthly Balance" - The aggregate total of 'all Monthly Balances of a Participant's Designated Employees' I.M.P.A.C. Accounts. -4 THE CONTRACTOR LAIMS TRADE SECRET PROTECl hl FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Syst&, Inc. DGS Master Services Agreement 5-96-CC-01 - (aa) "VISA Marks" - The service marks "VISA". and the blue, white and gold bands design, which are owned by VISA, U.S.A., Inc. (bb) ‘RMBCS I.M.P.A.C:Program Coordinator(s)" - The individuals designated pursuant to subparagraph 7(i), below. m, RMBCS and the State agree to participate in the "I.M.P.A.C. Program" (CAL-Card Program) which program shall include issuance of I.M.P.A.C. Cards, granting of credit and opening of I.M.P.A.C. Accounts by CNB, maintenance, processing and administration of I.M.P.A.C. Cards and of I.M.P.A.C. Card Transactions by RMBCS, monthly payment to CNB by Participants of the full monthly balance of each I.M.P.A.C. Account, and promotion of use and merchant acceptance of I.M.P.A.C. Cards by RMBCS and DGS pursuant to the terms of this Agreement (hereinafter sometimes referred to as the ‘I.M.P.A.C. Program"). The parties shall have various rights and responsibilities as set forth hereinbelow. The act, obligation or responsibility of any Participating Agency hereunder is undertaken in its capacity as an instrumentality'of the State, and shall constitute an act, obligation or responsibility of the State. The act, obligation or 7 _I- G THE CONTRACTOB -'LADS!5 TRADE SECRET PROTEC? JN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System,'Inc. DGS Master Services Agreement 5-96-CC-01 responsibility of any Participating University or ' any Participating Subdivision hereunder is undertaken in its 'individual capacity. Each Participant shall execute an Addendum hereto in a form approved by CNB and, in the case of Participating Agencies, by DGS. Participation by any potential Participating University or any potential Participating Subdivision shall be solely at the discretion of CNB. 4. USE (a) RMBCS and CNB agree that it shall have'no right to use and shall not use the Great Seal of the State of California (the State Seal) without the specific prior written consent of DGS for each such use. When usage of the State Seal is granted, in no case shall the State Seal be used for any commercial purpose except promotion of the State of California CAL-Card Program. With respect to any Participating University or any Participating Subdivision, provisions regarding the use of the seal or logo of such ,Participant shall be contained in Participant's Addendum. When usage of the seal or logo of any Participating University or any Participating Subdivision is granted, in no case shall the seal .or logo be used for any commercial purpose a THE CONl'lWTOh-LAIMS TRADE SECRET PROTECl -IN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGRE- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 without the specific prior written consent of 'such Participant for each such use. (b) The State and .each Participant agree that they shall have no right to use and shall not use the I.M.P.A.C. Mark or any other RMBCS trademarks without the specific prior written consent of RMBCS for each such use. The State and each Participant agree that they shall not name CNB or RMBCS in press releases or advertisements without the express written permission of CNB or RMEXS , respectively, or as provided in subparagraph 11 (b). However, the State and Participants may name CNB and RMBCS in the instructions and procedures issued to - implement the I.M.P.A.C. Program or in internal communications describing the Program. The provisions of this subparagraph (b) shall not be interpreted to violate the Public ,Records Act, Government Code Section 6250 et. seq. I 5. -E'S AN-D PB S RWPQNSIBILITIES In furtherance of the I.M.P.A.C. Program, the State and the Participants shall have the following obligations: 9 THE CONTRACTOR*- AIMS TRADE SECRET PROTECT: .I FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT .- Colorado National Bank and Rocky Mountain BarikCard System, Inc. DOS Master Services Agreement 5-96-CC-01 (a) Participants shall have full responsibility for all. I.M.P.A.C. Account balances, pursuant t,o Paragraph 6, below. (b) Each Participant shall provide to RMBCS the name and telephone number of a contact to assist in promotion of the I.M.P.A.C. Program. This contact may, from time to time, supply RMBCS with the names of vendors who are not participating in the program. RMBCS will contact these vendors for the purpose of soliciting their participation in the I.M.P.A.C. program (establishment as a VISA merchant). To help reach the vendors each Participant will receive, as part of their account set . up package, a Vendor Questionnaire, attached as Exhibit c-13, to be used as an additional means to provide information to their vendors in becoming established as a VISA merchant. DGS will actively promote the program among potential participants. Further, DGS will provide RMBCS with a list of agencies that wish to participate in the program and with a list of contact persons in potential participants. (c) Participants shall provide to CNB a list of all Designated Employees' names, work . addresses and telephone numbers. RMBCS or CNB may request any additional information needed 'for administration of the l 10 THE CONTRACTOR LAIMS TRADE SECRET PROTECT N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BabkCard System, Inc. DGS Master Services Agreement 5-96-CC-01 I.M.P.A.C. Program from the Participant or Designated Employee, and such additional information shall not be unreasonably withheld. However, Participants will not make disclosures in violation of California law. (d) Any payment on I.M.P.,A.C. Accounts or any Participant shall be the shall be immediately forwarded to address: received by the State property of CNB and CNB at the following Rocky Mountain BankCard System I.M.P.A.C., Department Ca P.O. Box 17020 Denver, Colorado 80217 (e) No Participant will be required to pay a membership fee for any period through March 31, 1997, with respect to an I.M.P.A.C. 'Card issued or reissued under this Agreement. Thereafter each Participant shall pay CNB a non-refundable membership fee for each I.M.P.A.C. Card issued or reissued .pursuant hereto, in an amount determined by the attached Pricing/Financial Incentives matrix, contained in Exhibit C-9. In no case shall the membership fee exceed $2.09 multiplied by the number of months for which such I.M.P.A.C. Card is valid. A portion of such membership fee shall be billed to the - 11 THE CONTRACTOR-' AIMS TRADE SECRET PROTECT.-i FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT r- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 I.M.P.A.C. Account in the month the associated (f) (9) I.M.P.A.C. Card is issued, and RMBCS may bill the remaining portion of -membership fee due at any time thereafter,, whether or not such billing coincides with reissue of such I.M.P.A.C. Card. In addition, RMBCS offers a fast payment terms rebate to all Participants, determined by the formula and payment schedule in the attached Pricing/Financial Incentives matrix contained in Exhibit C-9. . Each Participant shall be responsible for training of Designated Employees, Participant Program Liaisons and Participant Billing Contacts beyond the implementation meetings described in subparagraph 7(c). Before the meeting described in subparagraph 7(c), below, the Participant will designate an employee to act as liaison with RMBCS . (the "Participant Program Liaison", or sometimes called the "Contracting Officer Technical Representative") to be responsible for providing I.M.P.A.C. Account set-up information to CNB and to communicate with CNB and RMBCS regarding I.M.P.A.C. Program operations and services. Each Participant will also designate one employee 'as a "Participant Billing Contact" to receive invoice reports and communicate with CNB and RMBCS regarding I.M.P.A.C. ,C 12 TEE CONTRACTOR LAIMS TRADE SECRET. PROTECl ,E FROM PUBLIC DISCLOSURZ OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 Program billing and payment. Each Participant may also designate an' alternate Participant Program Liaison or alternate Participant Billing Contact. Participants must specify the names of Participant Program Liaisons, Participant Billing Contacts and alternates in a writing to RMBCS and CNB. (h) DGS will, within ten (10) days after execution of this Agreement, appoint one or more individuals to act as State Finance Contact(s) and State I.M.P.A.C. Coordinator(s) (CAL-Card Program Manager). If more than one individual is appointed to either of these positions, such individuals shall each have full, complete and equivalent authority. Within thirty (30) days after the date stamped in the lower-right hand box of the standard agreement (Form Std. 21, the State I.M.P.A.C. Coordinator will meet with RMBCS in Sacramento, California unless such meeting is included as one of the meetings described in subparagraph 7(c), below. (i) DGS's Procurement Division shall evaluate the Contractor's performance under this Agreement using the Contract/Contractor Evaluation Form, attached as Exhibit F. 13 THE CONTRACTOR -AIMS TRADE SECRET PROTECT; i FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 6. WTY FOR1.M.P.fi.C. AC- BAIJWl%S (a) Each Participant will be liable for all I.M.P.A.C. Card transactions of their respective Designated Employees and will make monthly payment to CNB in the full Monthly Balance due on every I.M.P.A.C. Account, plus any accrued penalties and fees. Each Participating Agency shall, through the State Controller's Office, cause a warrant to issue payable to the order of CNB on demand, bank wire, or through Automated Bank Clearing House, or Electronic Data Interchange, make payment to CNB in the full amount of the Total Participant Monthly Balance. Participating Universities and Participating Subdivisions shall specify any mutually agreeable payment mechanisms in their respective Addendum. The full amount of each Participant's Total Participant Monthly Balance is due within forty (40) days from the date of each Invoice Report (subject to Paragraph 26). Invoice Report number information must be provided with each payment. If Invoice Report number information is not submitted with any payment, such payment may be returned as invalid. Payment shall be made in the form of one payment for each Invoice Report, or one payment covering multiple Invoice Reports; provided, that any 14 THE CONTRACTOR AIMS TRADE SECRET PROTECT .J FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 disputed items shall be paid separately, with Invoice Report number information noted on such payment. Each Participating Agency shall be liable to make such payment as an instrumentality of the State and each Participating Subdivision and Participating University shall be liable to make such payment on their own behalf. If full payment is not received by CNB in the form of collected funds within such forty (40) days, the Participant shall also pay CNB a penalty on any unpaid Balance as required under the State's Prompt Payment Act, Government Code Section 926.17, which i's incorporated into this agreement by reference. The penalty on any unpaid balance shall be calculated in accordance with the rate per day formula provided in State of California Management Memo 95-19 or its successor memos. Participant I.M.P.A.C. Accounts not paid in full within forty-five (45) days after the date of the Invoice Report shall be referred to the State Finance Contact' and the State I.M.P.A.C. Coordinator, who shall encourage Participants to pay the account promptly. If a Participant does not pay its account in full within 60 days of the invoice date, RMBCS may suspend further charges against such Participant's 15 THE CONT=CTORf AIMS TRADE SECRET PROTECT:-j FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 I.M.P.A.C. Cards or cancel the account as provided for in subparagraph 9(b) below. (b) Notwithstanding the provisions of subparagraph 6(a), above, neither the State nor any Participant shall be responsible to make payment to CNB for any I.M.P.A.C. Transaction that is authorized directly by RMBCS, and is. (1) over the Floor Limit of the merchant at which such I.M.P.A.C. Transaction took place, and causes the I.M.P.A.C. Account Balance, as actually known to RMBCS at the time of such authorization, to exceed its established Purchase Limit, Official, or Thirty-day Credit Limit, Single or Office Limit of the Approving . (2) over the Floor Limit of the merchant at which such I.M.P.A.C. transaction took place, and was submitted to RMBCS for authorization under a VISA, U.S.A., Inc. Merchant Category Code not approved for I.M.P.A.C. Card purchases by the Participant responsible for such I.M.P.A.C. Card. (c) The State or a Participant may dispute any item on a.ny Invoice Report on the basis that such item is unauthorized, erroneous or otherwise invalid by notifying RMBCS in writing of such dispute within sixty l 16 THE CONTRACTOR &AIMS TRADE SECRET PROTEC%-N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 (60) days after the date of such Invoice Report. For purposes .of subparagraph 6(c) only, written notification of a dispute may be given by sending such notification on a form provided by RMBCS, first class mail, postage prepaid, addressed to: Rocky Mountain BankCard System I.M.P.A.C. Department P.O. Box 173309 Denver, CO 80217 . Such notification shall be deemed given when received by RMBCS . Disputes asserted pursuant to Paragraph 6 will be handled by RMBCS as set forth in Exhibit C-7. Any I.M.P.A.C. Transaction not disputed within such sixty (60) days shall be conclusively deemed valid, authorized and undisputed, and the Participant shall be responsible to make payment to CNB for the amount,of such I.M.P.A.C. Transaction, pursuant to this Agreement. RMBCS will research' the disputed I.M.P.A.C. Transaction pursuant to Exhibit C-7 and will determine whether or not the dispute is valid: If a dispute is determined by RMBCS to be valid, the Participant shall not be responsible to make payment for the disputed portion of the I.M.P.A.C. Transaction. If RMBCS determines that a dispute is not valid based on VISA U.S.A., Inc. regulations, the 4 17 THE CONTRACTOR' aAIMS TRADE SECRET PROTECT. P FROM PUBLIC DISCLOSURE! OF PORTIONS OF THIS AGREEMENT ,- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Mast& Services Agreement 5-96-CC-01 Participant shall be responsible to make payment to CNB for the amount of such I.M.P.A.C. Transaction. Notwithstanding this procedure, the State and each Participant reserves any legal rights it may have and will not make payments in violation of California statutes and the California Constitution. However, a transaction .involving fraudulent or wrongful use of an I.M.P.A.C. Card or I.M.P.A.C. Account by a Designated Employee or any other person with a Designated Employee's actual, implied, or apparent authority shall not constitute an "unauthorised" transaction for purposes of Paragraph 6, and the Participant shall be responsible to make payment pursuant to Paragraph 6 for all such transactions. (d) The Parties agree that *neither the State nor any Participant will be liable for unauthorized use of any I.M.P.A.C. Card of any Designated Employee or.the amount incurred prior to notice to FWBCS of loss, theft or possible unauthorized use of an I.M.P.A.C. Card. For the purposes of Paragraph 6, "unauthorized use" shall mean the use of an I.M.P.A.C. Card by a person, other than the Designated Employee to whom such card is issued, who does not have actual, implied or apparent F. 18 THE CONTFWCTOEi LAIMS TRADE SECRET PROTEC: ,N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Senrices Agreement S&96-CC-01 authority for such use, and from which the Designated Employee receives no personal benefit. However, the State and Participants reserve their right to take any action against any employee or other person who wrongfully or illegally uses the I.M.P.A.C. Card. Instructions for reporting and waiving liability for Participants are covered in Exhibit C-10. 7. fNF!ANDmCSRSSPONSIBILITIES . In furtherance of the I.M.P.A.C. Program, CNB and RMEXS shall have the following rights and responsibilities: (a) In furtherance of the I.M.P.A.C. Program, CNE4 will issue I.M.P.A.C. Cards and FWBCS shall provide processing services ,pursuant to this Agreement. (b) CNB and RMFKS may participate in the promotion of the I.M.P.A.C. Card Program by placing one or more inserts in monthly statements sent to I.M.P.A.C. Cardholders, at the option of RMBCS, provided that no such insert shall be used without the specific approval of CNB, FNBCS, and DGS. RMBCS may also, if it so chooses, place inserts provided by DGS or a Participant in monthly statements; provided, that such inserts shall be supplied by DGS or a Participant at DGS's or such Participant's sole 19 .- r- THE CONTRACTOR' AIMS TRADE SECRET PROTECT1 i FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Maater Services Agreement 5-96-CC-01 expense, and shall be subject to weight and size restrictions as determined Such inserts, if approved included free of charge from time to time by RMBCS. by CNB and FWBCS, shall be in any cardholder statement . mailing provided the following criteria are met: 41) inserts are no larger than 7" by 3 3/4" and can be included in the statement envelope without folding, and (2) no more than one insert is included in any statement‘ mailing. The I.M.P.A.C. Program Manager and the DGS designated State I.M.P.A.C. Coordinator reserve the right to edit a statement insert for appropriate content. Multiple page statement inserts or those inserts which must be folded to fit in the statement envelope will be included in a mailing at the price of five cents ($.05) per each page times the number of inserts. This charge will be billed to the participant requesting the mailing. This invoice will be due 14 calendar days after receipt of the invoice. In addition, cardholder statement messages, limited to 4 lines of 75 character spaces per line, may be requested by DGS or a Participant. These statement messages are also' subject to content approval by DGS and CNB and RMBCS. Messages may be requested at the various levels of the Participant's hierarchical structure with the 20. THE CONTRACTOi XAIMS TRADE SECRET PROTEC. JN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. .DGS Master Services Agreement 5-96-CC-01 highest level overlaying and taking precedence over lower level requester's messages. (c) RMBCS will provide Marketing and Training support substantially as described in Exhibit C-l. (d) Within ten (10) business days'after receiving completed I.M.P.A.C. Account set-up forms from any Participating Agency, but in no case earlier than ten (10) business days after the Initial Participant, CNP will Designated Employees Implementation Meeting,with such issue I.M.P.A.C. Cards to the of such Participating . Agency. Procedures for handling lost or stolen cards or changes to I.M.P.A.C. Accounts will be as set forth in Exhibit C-6 and Exhibit C-8. Notwithstanding the foregoing, RMBCS shall not be required to issue I.M.P.A.C. Cards earlier than ninety (90) days after the date such cards are requested by a Participating Agency if the total number of I.M.P.A.C. Cards. issued or requested pursuant to this Agreement exceeds otie thousand (1,000). Delivery of I.M.P.A.C. Cards to Designated Employees of Participating Universities and Participating Subdivisions shall be pursuant to a schedule set forth in its respective Addendum. (e) Authorization procedures for I.M.P.A.C. Card Transactions will be those set forth in Exhibit C-2. - 21 THE CONTRACTOR -AIMS TRADE SECRET PROTECTI ! FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEKENT _- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 The Thirty-day Credit Limit, Single Purchase Limit and the Office Limit of the Approving Official will be given to RM3CS in writing by the Participant at the time such I.M.P.A.C. Account is established. Participating Agencies' individual I.M.P.A.C. Card transaction limit may not exceed Fifteen Thousand Dollars ($lS,OOO.OO) or exceed a Participating Agencies' assigned delegated dollar limits, whichever is less. Participating Universities and Participating Subdivisions may . establish individual I.M.P.A.C. Card transaction limits up to $15,000.00 with the approval of CNB. RMEXS shall ,- not be liable, and the respective Participant shall be responsible to make payment to CNB pursuant to this Agreement, for any transaction in excess of $lS,OOO.OO or in excess of a Participating Agency's assigned Single Purchase Limit, as the case may be, accomplished by splitting a total purchase amount into two or more separate transactions. Additionally, CNB shall have the right to review, approve or disapprove a Participant's Thirty-day Credit Limit. If CNB does not approve the Participant's proposed Thirty-day Credit Limit its decision shall'be based on whether the Thirty-day Credit Limit is reasonably related to the types of purchases a 22 THE CONTRACTOK LAIMS TRADE SECRET PROTEC'. ,N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and .Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 cardholder is likely to make in any 30-day period,. applicable law and CNB's "safety and soundnessVt. (f) Statements and Invoice Reports will be sent periodically, as set forth in Exhibit C-3. RMBCS will send a notice to the Participant Billing Contact of the subject Participant whenever the.,Participant I.M.P.A.C. Account for such Participant is not paid in full on the payment due date, or has been overpaid. (g) RMBCS will provide Management Information System reports substantially as described in Exhibit C-11. (h) CNB and RMBCS will design and provide the I.M.P.A.C. Card, with the input of DGS, in the case of . - Participating Agencies or the Participant in all other cases, pursuant to Paragraph 8, below. (i) Within ten (10) days after execution of this Agreement, RMBCS will appoint individuals to serve as I.M.P.A.C. Program Coordinators ( "RMBCS I.M.P.A.C. Program Coordinators") in areas of administration, finance, operations and- any other areas deemed appropriate by RMBCS. RMBCS may change the individual assigned to such responsibilities from time to time. l 23 . . THE CONTRACTOR '- AIMS TRADE SECRET‘PROTECTI 'FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT .- Coloradd National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 ,- (a) CNB and RMBCS will design and provide the I.M.P.A.C. Card, with the input of DGS in the case of Participating Agencies or the Participant in all other cases, subject to the rules, regulations and design specifications of VISA, U.S.A., Inc. and as set forth in Exhibit C-5. The I.M.P.A.C. Card will bear, without limitation, the I.M.P.A.C. Mark, and the VISA Marks, and an advisement that the I.M.P.A.C. Card is issued and owned by CNB. (b) RMBCS shall bear the expense of purchase and design of I.M.P.A.C. Cards (including without limitation card stock inventory); provided, that the I.M.P.A.C. Card is designed and produced using standard VISA plastic card stock and design technologies'customarily used by RMBCS. (c) The design of the I.M.P.A.C. Card, except for the seal, logo or other identifying marks of a Participant, shall be and remain the property of RMBCS. 9. -J, OF Pm AND CARD POJICISS (a) I.M.P.A.C. Cards may be used only for the purchase of goods or services, and may not be used to obtain cash advances. ,L 24 THE CONTRACT01 !LAIMS TRADE SECRET PROTEC'. JN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGRE- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 (b) CNB has the unconditional right to cancel any I.M.P.A.C. Card at any time, subject to applicable law. Without limitation of the foregoing, CrJB may cancel any I.M.P.A.C., Card or all I.M.P.A.C. Cards issued to Designated Employees of any Participant if the related Participant I.M.P.A.C. Account is not paid in full within sixty (60) days after the date of any Invoice Report indicating a balance due on' any such I.M.P.A.C. Account. The State declares that I.M.P.A.C. Cards for . Participating Agencies shall be used for official State purchases only, and shall not be used for individual or consumer purchases nor to incur consumer debt. Participating Universities and Participating Subdivisions shall make a similar declaration in the respective Addendums. : (c) Subject to the specific terms of this Agreement, CNB shall have full responsibility for, and shall control all policies, activities and decisions with respect to all operational aspects of the I.M.P.A.C. Program and with respect to all I.M.P.A.C. Cards and I.M.P.A.C. Accounts, including without limitation finance charges, annual fees, any other fees or charges, disputes, credit limits, billing, payment terms, customer service, lost or stolen card procedures, card issuance and 25 THE CONTRACTOX+iAIMS TRADE SECRET PROTECT N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Services Agreement 5-96-CC-01 cancellation, debt collection, place of payment, the nature of the I.M.P.A.C. Card and the type of accounts or services accessible through the I.M.P.A.C. Card. DGS and each Participating University and Participating Subdivision shall promptly refer to CNB or RMBCS any and all inquiries regarding any aspect of an I.M.P.A.C. Card or I.M.P.A.C. Account, and any other inquiries regarding any other aspect of RMBCS' or CNBls credit card operation. Any and all credit or credit related decisions, whether or not such decisions may alter or modify the Program, shall remain the sole decision of CNB. RMBCS may modify reports, invoices, statements and support systems as necessary in its judgment to maintain or enhance the I.M.P.A.C. Program and ensure compliance with applicable law and regulation, VISA, U.S.A., Inc. regulations and BMBCS~s or CNB's requirements, provided that such changes will not impair the functioning of the I.M.P.A.C. Program, as defined by this agreement. (d) All I.M.P.A.C. Cards issued to Designated Employees of any Participant shall be canceled by CNB upon request of DGS if DGS determines that such Participant failed to comply with applicable procurement codes. Independent of any request by DGS, CNB may cancel all I.M.P.A.C. Cards issued to Designated Employees of any Participant - 26 -. +Y THE CONTRACT01 !LAIMS TRADE SECRET PROTEC! )N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc; DOS Master Services Agreement 5-96-CC-01 upon a determination by CNB that such Participant has failed to comply with applicable procurement codes. 10. ACCQLWI' Om. PROTW'TION OF ACCQ!JNT INFO- . The parties agree that all I.M.P.A.C. Cards, all I.M.P.A.C. Accounts, and all I.M.P.A.C. Account Numbers shall,be owned solely by m, and the State or Participants shall not provide these materials to any third party. The State and Participants shall take all precautions necessary to avoid access to I.M.P.A.C. Accounts, I.M.P.A.C. Cards or I.M.P.A.C. Account Numbers by unauthorized parties. Upon discovery, the Participants will immediately notify RMBCS of the loss or theft of their respective I.M.P.A.C. Cards or I.M.P.A.C. Account Numbers. 11. B w PURl,TCITy (a) In performing its obligations pursuant to this Agreement, each party may have access to or receive disclosure of certain confidential information about or proprietary material of the other party, including but not' limited to: such party's marketing philosophy and objectives, certain financial results, and technological developments (hereinafter "Confidential Information"). - 27 THE CONTRACTOR.'- rAIMS TRADE SECRET PROTECT, .i FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systh, Inc. DGS Master Services Agreement 5-96-CC-01 Without limitation, any CNP or RMBCS procedural manuals, training materials, specifications, and other technical or financial details relating to the I.M.P.A.C. Program and all I.M.P.A.C. Account numbers and I.M.P.A.C. Account information shall be Confidential Information belonging to RMKS and CNB. The State and each Participant shall at all times maintain, and cause its agents and employees to maintain, the confidentiality of all Confidential Information obtained from RMBCS or CNB. any third party, and shall exercise .-- Neither the State nor any Participant otherwise convey any of such Confidential shall sell or Information to. all necessary precautions to prevent access to such Confidential Information by any third party. Neither the State nor any Participant shall use such Confidential Information for any purpose whatsoever other than those specifically contemplated herein. Without limitation, the names and .addresses of State and Participant employees shall be Confidential Information of the State and the. Participant, respectively. RMBCS and CNB shall at all times maintain, and cause their agents and employees to maintain, the confidentiality of all Confidential Information obtained from the State or any Participant. CN.and RMBCS shall not sell or otherwise convey any of S 28 THE CONTRACTOP LAIMS TRADE SECRET PROTEC'. IN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systbm, Inc. DGS Master Services Agreement 5-96-CC-01 the State's or a Participant's Confidential Information to any third party, and shall exercise all necessary precautions to' prevent access to such Confidential Information or materials by any third party. CNB and RMBCS shall not use such Confidential Information or materials for any purpose whatsoever other than those specifically contemplated herein. The parties agree that during the term of this Agreement and thereafter, other parties' Confidential Information is to be used solely in connection with satisfying obligations and exercising rights pursuant to this . - Agreement and any Addendum, and that each party shall receive the other parties' Confidential Information in confidence and not disclose such Confidential Information to any third party, without the written consent of the proprietary party. All Confidential Information furnished by' the parties to each other in connection with this Agreement or an Addendum is the exclusive property of the furnishing party, and, at the request of that party or upon termination of this Agreement, the other parties shall promptly return to the furnishing party all such Confidential Information without copying such Confidential Information. Without l 29 THE CONTRACTOR -SIMS TRADE SECRET PROTECT1 FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 the prior written consent of the furnishing party, no other party shall disclose, furnish, or use in any way whatsoever and shall take measures to prevent its agents, employees and subcontractors from using, any other party's Confidential Information to which it may become privy. Notwithstanding the foregoing, however, the name, address, or telephone number of any Participant or Designated Employee to whom an I.M.P.A.C. Card is issued shall become the property of CNB and RHBCS and may be used for purposes of collection, related communications and any other related purposes necessary to RMRCS's and CNB's participation in and administration of the I.M.P.A.C. Program. However, neither the State nor any Participant shall .reveal any personal information regarding the Designated Employee in violation of California State law. The State and each Participant acknowledge that RMBCS and CNB claim certain portions of this Agreement, the Addendums and related materials are \\trade secrets" and, in the opinion of RMBCS disclosure under the Public each Participant agree that cm of any request (under - 30 and CNB, are exempt from Records Law. The State and they will notify RMBCS and the Public Records Law or THE CONTRACTC CLAIMS TRADE SECRET PROTEC -ON FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Services Agreement 5-96-CC-01 otherwise) for disclosure of this Agreement, any Addendum or related materials so that RMBCS and CNB can pursue their legal rights .with respect to such request prior to disclosure. Further, all copies of this Agreement and any Addendum shall have the following legend at the top of each page: "THE CONTRACTOR CLAIMS TRADE SECRET PROTECTION FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS [AGREEMENT] [ADDENDUM] . w Notwithstanding the foregoing, RMBCS and CNB hereby waive any liability on the part of the State or any Participant for inadvertent disclosure of this Agreement, any Addendum or related material. (b) The parties agree that each party may make public announcements regarding the I.M.P.A.C. Program without the prior consent of the other party; provided, that no Confidential Information belonging to the other party shall be included in any such announcement. 12. RWPONSIRIWTY FOR ERRORS. OMISSIONS AND MB (a) The State and each Participating University and each Participating Subdivision shall be responsible for its own errors, omissions, and intentional misconduct, and - 31 r- THE CONTRACTOR' IAIMS TRADE SECRET PROTECTL .i FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BaxikCard Systti, Inc. DGS Master Services Agreement 5-96-CC-01 b) (cl the errors, omissions and intentional misconduct of agencies and employees. RMBCS and CNB shall each be responsible for its errors, omissions and intentional misconduct and errors, omissions and intentional misconduct of employees. The party protected hereunder shall. timely notify its 0WI-l the its the other party of any suit or threat. of suit (except with respect to the threat of suit either party might institute against the other) related in any way to this Agreement and the failure of either party to perform in accordance with the terms and conditions of this Agreement. 13. LANDTERMINATION SR~CFS B (a) Except as otherwise provided herein, the term of this Agreement shall be for a period of thirty-six (36) months commencing on the date DGS signs this Agreement, as indicated by the date stamped in the lower-right hand box of the Standard Agreement form (STD. Form 2). In addition, DGS reserves the right, at the conclusion of the contract term, to renew the contract for an additional one-year period. Furthermore, DGS reserves 32 THE CONTRACTO. XiAIMS TRADE SECRET PROTEC 3N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AORE- Colorado National Ban& and Rocky Mountain BarikCard System, Inc. DGS Master Services Agreement 5-96-CC-01 the right, after the initial one-year renewal, to renew the contract for one more one-year period. (b) Any party, if in compliance with its obligations under this Agreement or excused from compliance hereunder may terminate this Agreement effective at any time after the initial six months from the date the first card is issued hereof upon written notice to the other parties given at least sixty (60) days prior to the date of .such termination. (cl Any party, if in compliance with its obligations under this Agreement or excused from compliance hereunder, may terminate this Agreement immediately upon written notice to the other parties in the event of excusable delay, as described in Paragraph 25, below, which delay continues for sixty (60) consecutive days. (d) Any party, if in compliance with its obligations under this Agreement or excused from compliance hereunder may immediately terminate this Agreement upon written notice to the ,other parties if any other party is in default under this Agreement, and such default is deemed to be material by the non-defaulting party in its reasonable good faith judgment, and such default has not been.cured to the non-defaulting party's reasonable satisfaction within thirty (30) days after written notice of such L. 33 ..- .-- TIEE CONTRACTOR: IAIMS TRADE SECRET PROTECT- .t FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systth, Inc. DG6 Master Services Agreement 5-96-CC-01 default is given by the non-defaulting party to the defaulting party. (e) IWBCS or CNB may immediately terminate this Agreement or any Addendum at any time if, in RMBCS' or CNB's reasonable judgment, exercised in good faith, such termination is necessary to preserve "the safety and soundness" of CNB and RMBCS. RMBCS or CNB will give written notice, when exercising termination under this subparagraph, to each Participant and DGS in the case of . termination of this Agreement or to the affected Participant and to DGS in the case of termination of an' Addendum. Termination will be effective at the end of the first full working day after the last notice is received. (f) This is an Agreement for certain financial and financial processing services. Either compliance with its obligations hereunder, this Agreement immediately in the event such written accommodation party, if in may terminate of the other party's insolvency, receivership, or voluntary or involuntary, in the event of institution of proceedings therefor, in the event of assignment for the benefit of creditors, or in the event that a substantial part of the other party's property is or becomes subject to any levy, seizure, assignment, or sale for or by any - 34 THE CONTRACT01 .LAIMS TRADE SECRET PROTEC! ,N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard Systbn, Inc. DGS Master Services Agreement 5-96-CC-01 creditor or governmental agency without such event being released or satisfied within thirty (30) days thereafter. DGS represents that it may charge each Participating Agency and each Participating University an administrative fee on every transaction appearing on such Participant's monthly Invoice Report (net sales). DGS shall annually set the percentage for such administrative fee and shall notify RMBCS of the percentage set each year. RMBCS will calculate and bill the Participating Agencies and Participating. Universities for the DGS administrative fee in conjunction with its monthly Invoice Report and collect such charges directly from each Participating Agency and Participating University. RMBCS will remit said administrative fee to DGS within forty-one (41) days after the respective Invoice Report date. This service will be performed by RMBCS at no additional. charge to DGS or Participants. DGS represents that it may at its discretion make .separate arrangements with any Participating Agency or Participating University for collection of a DGS administrative fee on a direct payment method from any said Participants. - 35 THE CONTRACTOR\ AIMS TRADE SECRET PROTECT1 2' FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 DGS represents that it may charge each Participating Subdivision an administrative fee on every transaction appearing on such Participant's monthly Invoice Report (net sales). DGS shall annually set the percentage for such administrative fee and shall notify RMBCS of the percentage set each year. RMBCS will calculate and bill each Participating Subdivision for the DGS administrative fee in conjunction with its monthly Invoice Report and collect such charges directly from each Participating Subdivision. RMBCS will remit said administrative fee to DGS within thirty (30) days after collection. This service will be performed by RMBCS at no additional charge to DGS or Participants. DGS represents that it may at its discretion make separate arrangements with any Participating Subdivision for collection of a DGS administrative fee on a direct payment method from any said Participants. (g) In the event that the performance by any party pursuant to this Agreement is determined by a regulatory, judicial or administrative body with jurisdiction over any party to be illegal or in violation of any federal, state or local law, ordinance, or regulation or any contract, said party shall use its best efforts to cure the illegality or violation, by operation of Paragraph 36 T'HE CONTRACT0 JLAIMS TRADE SECRET PROTEC+-ON FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 22, below, or otherwise, within thirty (30) days oi the date it was informed by any federal, state or local governing body or administrative agency, or contracting- party that its performance is illegal or in violation of a federal, state or local law, ordinance or regulation or a contract. If such cure is not effected, any party may terminate this Agreement immediately upon notice to the other parties, but in no event any earlier than 30 days after the date it was informed of the event. (h) A Participant may terminate a contract executed pursuant to this Master Service Agreement, as provided by subparagraph 13 (b) . Such termination shall not affect the terms and conditions of this Agreement. If a Participant terminates its contract, the provisions in Paragraph 14 shall apply 'to the obligations and liabilities of that Participant. (i) It is mutually understood between the parties that this is a multi-year contract which may have been written before ascertaining the availability of the legislative appropriation of funds for the period covered. It was written for the mutual benefit of both parties to avoid program and fiscal delays. 37 THE CONTRACTOR' rAIMS TRADE SECRET PROTECT: k FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BarikCard System, Inc. DGS Master Services Agreement 5-96-CC-01 This. contract, so far as it relates to the State and Participating Agencies, is valid and enforceable only if sufficient funds are made available to the Participating Agencies by the California State Legislature for the purpose of this program. In addition, this contract is subject to conditions, Legislature funding of any special restrictions, limitations, or any statute enacted by the State that may affect the provisions, terms or this contract in any manner. Each Participating Agency has a financial obligation under this Agreement or the related Addendum to determine that existing appropriations are available sufficient in . amount to pay for such purchases or such other financial obligations. The parties mutually agree that if the State Legislature does not appropriate sufficient funds for the program, this contract shall be amended to reflect any reduction in funds. Each Participant has the option to terminate its participation, or to amend its contract, to reflect any reduction in funds. l 38 THE CONTRACTOI-‘ LAIMS TRADE SECRET PROTEC -IN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BazikCard System, Inc. DGS Master Services Agreement 5-96-CC-01 Cj) (k) Notwithstanding the foregoing, should modification or termination of this Agreement occur due to legislative action, the State and Participant shall remain liable after such modification or termination according to the terms hereof to CNB and RMEQCS for all obligations incurred prior to such modification or termination. Any Party may change any address or telephone number specified in this Agreement, the Exhibits hereto or any Addendum by giving written notice to the other Parties of such change. CNB and RMBCS agree to exercise its best efforts and cooperation to effect an orderly and efficient transition to .a successor. CNB and FWBCS shall at the State's request furnish phase-out services for up to 120 working days prior to the expiration date of this contract and negotiate in good faith a plan with a successor to determine the nature and extent of phase- in, phase-out services required. At its discretion, the State may'reduce, but not extend, the transition period. CNB and RMBCS shall provide to the Department of General Services, CAL-Card Program Manager, a complete master file of individual billed and centrally billed accounts, in both hard copy and magnetic tape, at least 60 working - 39 _- - TEE CONTRACTOR.-iAIMS TRADE SECRET PROTECT, A FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Services Agreement 5-96-CC-01 days prior to the end of the Agreement, to the address listed below. CAD-Card Program Manager Department of General Services Procurement Division 1823 14th Street Sacramento, CA 95814 . 14. POST-TEWON PROVISIONS l If this Agreement, or any Addendum executed by CNB and RMPCS with a Participant under this Agreement, is terminated at any time pursuant to Paragraph .13, above, '(a) CNP shall retain all right, title and interest in all I.M.P.A.C. Accounts; (b) If terminated by the State, the Participant will reimburse RMBCS and CNB for all amounts .paid or committed to be paid for purchase of materials for the I.M.P.A.C. Program prior to receipt of notice of termination from DGS, including without limitation I.M.P.A.C. Card Stock; (c) Participants shall remain liable to pay CNB in the full amount of all outstanding balances existing at 40 THE CONTRACTOR AIMS TRADE SECRET PROTECT. I FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 termination, on I.M.P.A.C. Accounts, plus interest accrued thereon before and after termination, pursuant to the terms of Paragraph 5 hereof; (d) Participants shall remain liable to pay CNB amount of any I.M.P.A.C. Account balances use of unexpired I.M.P.A.C. Cards after including interest pursuant to Paragraph in the full incurred by termination, 5, if such unexpired I.M.P.A.C. Card was used in a transaction in an amount under the Floor Limit of the merchant where such transaction took place, or in the alternative, shall pay RMBCS Twenty-Five Dollars ($25.00) per transaction if FWBCS may assert a chargeback right with respect to such transaction pursuant to VISA, U.S.A., Inc. regulations; (e) Participants shall remain liable to pay CNB in the full amount of any continuing or automatic I.M.P.A.C. Card transaction submitted by any merchant after termination, or in the alternative shall pay RMBCS Twenty-Five Dollars ($25.00) per transaction if RMBCS may assert a chargeback right with respect to such transaction pursuant to VISA, U.S.A., Inc. regulations. (f) Any amounts due to RMBCS or CNB hereunder shall #be billed to the responsible Participant and shall be paid - 41 .- THE CONTRACTOR' AIMS TRADE SECRET PROTECT;-t FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 in full within forty Report. (40) days from date of Invoice 15. RETI~P OF T&7 PART- In performing their responsibilities pursuant to this Agreement, the parties are in the position of independent contractors. The State shall have no right to bind or obligate CNB or RMBCS in any manner, and neither CNB nor RMBCS shall have any right to bind or obligate the State in any this Agreement is intended construed as creating a between RMBCS or CNB and Neither the State nor any to create, nor shall partnership, joint the State or DGS or Participating Agency manner. Nothing in anything herein be venture or agency any Participant. shall be liable in any manner for any obligation of a Participating- University or Participating Subdivision hereunder or under an Addendum. 16. NQN-W&USIVITy The State and each Participant acknowledges and agrees that the trademark "I.M.P.A.C.", the I.M.P.A.C. Program as established by RMECS, and all attributes of the I..M.P.A.C. Program are the - exclusive property of RMBCS, and may be offered by RMBCS to any other third party, without restriction. Nothing in this Agreement 42 - THE CONTRACT01 !LAIMS TRADE SECRET PROTEC'. JN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Services Agreement 5-96-CC-01 shall be construed to restrict any party from entering into a similar agreement with any other third party. 17. ASSIGNMENT No party shall assign or delegate any of its rights or obligations under this Agreement without the other parties' prior written consent. The State hereby agrees that the foregoing provisions of this Paragraph 17 and the provisions of Item 4 on the reverse side of the Standard Agreement form (STD. Form. 2) shall not apply to the assignment by CNB or FUYBCS to an entity owned or controlled by First Bank System, Inc. 18. SUCCRSSQRS AsSIm This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the .State, the Participants, CNB and RMBCS, subject to the terms of Paragraph 17, above. The obligations, rights and remedies of the parties set forth in the first sentence of Paragraph 4(b) Use of Trademarks and C THE CONTRACTOR\ JAIMS TRADE SECRET PROTECTi-Ad FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT .I- Colorado National Bank and Rocky Mountain BankCard System, Inc. ,- DGS Master Services Agreement 5-96-CC-01 Paragraphs 5 (a) State and Participants Responsibilities, 5(d). State and Participants Responsibilities, I.M.,P.A.C. Account Balances, 6(d) State Account Balances, 8(c) Card Production, 6(a) State Liability for Liability for I.M.P.A.C. 9(b) Control of ,Program and Card Policies, 10 Account Ownership, Protection of Account Information, 11 Confidentiality and Publici,ty, 12 Responsibilities for Errors, Omissions and Misconduct, 14 Post-Termination Provisions, 16 Non-exclusivity, 19 Survival of Provisions and 20 Notices of this Agreement shall survive termination of this . Agreement. 20. NOTICES Any notice required or permitted by this Agreement to be given to any party by any other, shall received when personally delivered to of such personal service such notice. be deemed served, given and such party, or when in lieu is deposited in the United States mail, registered or certified mail, receipt requested, shall be deemed served, received or upon expiration of three (3) postage prepaid, return given and received when days from the date .of mailing, whichever is earlier, addressed to: l 44 THE CONTRACTOh ,&AIMS TRADE SECRET PROTEC', ,N FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 If to CNB: THE COLORADO NATIONAL BANK OFDENVER 918 17th Street Denver, Colorado 80202 Attention: President If to RMBCS: Rocky Mountain BankCard System, Inc. 950 17th Street Denver, Colorado 80202 -. Attention: President With a copy to: Rocky Mountain BankCard System, Inc. 950 17th Street Denver, Colorado 80202 If to State: Attention: I.M.P.A.C. Contract Officer/CAL-Card Program Department of General Services, Procurement Division 1823 14th,Street Sacramento, CA 95814 The notice address for each Participant shall be set forth in each Participant's respective Addendum. Copies of all notices by CNB 45 .- THE CONTRACTOR AAIMS TRADE SECRET ‘PROTECTi? FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 or RMBCS to any Participant pursuant to Paragraph 13 shall also be served on DGS. 21. NO II'J&IRD WAIW No failure by either party to insist upon strict performance of any term or obligation set forth in this Agreement or to exercise any right or remedy under this Agreement, 'nor acceptance of full or partial performance during continuance of a default hereunder, shall constitute a waiver of any such term, obligation, right or remedy, or a waiver of any such default, by the party entitled to rely upon such term or performance of such obligation, to assert such right or remedy, or to act upon such default. Should any provision of this Agreement contravene any law or valid regulat.ion or rule of any .regulatory agency or self- regulatory body having jurisdiction over any party hereto (including without limitation VISA U.S.A., Inc.), or 'should any provision of this Agreement otherwise be held invalid or unenforceable by a court or other body of competent jurisdiction, then each such provision shall be automatically terminated and performance thereof by both parties waived, and all other provisions of this Agreement shall nevertheless remain in full force 'and effect. 46 - THE CONTRACT01 :IAIMS TRADE SECRET PROTEC’. JN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 23. INCORPORATION Each Exhibit referred to herein and attached hereto is hereby expressly incorporated herein in its entirety and made a part of this Agreement. All defined terms under this Agreement shall the same meaning in the Exhibits referred to herein. 24. CONSTRUCTION Captions contained in this Agreement are for convenience and do not constitute a limitation of the terms hereof. have . only -._ 25. 1 (a) Any delay hereunder shall be excused to the extent . approved in writing by the parties pursuant to Paragraph, 27 hereof. (b) Any delay in the performance by either party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause nature whatsoever beyond the reasonable party, including without limitation any fire, flood, or weather condition; any or event of any control of such act of God; any earthquake; any 47 THE CONTRACTOR'- AIMS TRADE SECRET PROTECT, .f FROM PUBLIC DISCLOSURE OF PORTIONS 0~ THIS AGREEMENT _.- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 act of a public enemy, war, insurrection, riot, explosion or strike; provided, however, that written notice thereof must be given by such party to the other party within ten (10) days after the occurrence of such cause or event. 26. =ENSION OF TIME PWOW Rfl Paragraphs 6(a), 6(c), 9(b), 14(f) and Exhibit C-3 of this _,t Agreement provide for payments and within a specified period from the Report. RMJ3CS and CNB hereby agree other actions to be taken date of the related Invoice that, upon a showing by the affected Participant that the relevant Invoice Report postmarked within five (5) business days of the date Invoice Report, the specified period for the payment was not of such or other action shall be extended a number of days equal to the number of days between the postmark date and the fifth business day after the date of such Invoice Report. - 48 -_ THE CONTRACT01 aLAIMS TRADE SECRET PROTEC', IN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DOS Master Services Agreement 5-96-CC-01 27. ENTIRE Each party hereto has read this Agreement, understands it and agrees to be bound by its terms and donditions. This agreement supersedes all prior verbal or written agreements between the parties and now constitutes the complete and exclusive statement of the terms and conditions between the parties covering the performance hereof, it cannot be altered, amended or modified except in writing executed by a duly authorized representative of each party. 49 * I ,- Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Kaster Services Agreement 5-96-CC-01 THE COLORADO NATIONAL BANK OF DENVER Title: RO8ERT f. A8ELE SENIOR VICE PRESlDENr Date: ROGKY MOUNTAIN BANKCARD SYSTEM, INC. I By: ROBERT T. ABELE Title: SENIOR VICE PRESIoENr Date: . - 50 THE CONTRACT01 LAIMS TRADE SECRET PROTEC! IN FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS AGREEMENT Colorado National Bank and Rocky Mountain BankCard System, Inc. DGS Master Services Agreement 5-96-CC-01 EXHIBITS - A B C-l c-2 c-3 c-4 c-5 C-6 c-7 C-8 c-9 c-10 c-11 c-12 c-13 c-14 c-15 D E F G Nondiscrimination Clause Statement of Compliance Marketing and Training Card Limits and Restrictions Billing System, Paymerits and Late Fees New Card Issuance . Card Format Lost/Stolen Cards Procedure Disputed Items Procedure Account Changes Pricing/Financial Incentives Liability for Card Use Program (MIS) Reports Customer Support Vendor Questionnaire Information Technology (Remote Access) Point of Sale Information Contractors NLRB Certificate Examination And Audit of Contracting Parties Contract/Contractor Evaluation (STD. Form 4) Drug-Free Workplace Certification (STD. Form 21) l 51 - Colorado.Nationh Bank and Rocky Mountain Bankcard System, Inc. DGS Master Services Agreement 5-96-W-01 EXHIBIT A ON CT ATSSE _ . 1. During the performance of this contract, CNB, RMBCS and their subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex. CNB, RMBCS and their subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. CNB, RMBCS and their subcontractors shall comply with the provisions of the California Fair Employment and Housing Act (California Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, 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. CNB and RMBCS and their subcontractors shall give written' 'notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 2. CNB and RMBCS shall include the nondiscrimination clause and compliance provisions of this clause in all subcontracts to perform work under this Agreement. Colorado,National Bank and Rocky Mountain Bankcard System, Inc. DGS Master Services Agreement 5-96-CC-01 EXHIBIT B STATEMENT OF COMPLIANCE ,By signing this Agreement, CNB and RMBCS certify under penalty of perjury under the laws of the State of California that CNB and RMBCS gas, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2 of the California Code of Regulations. . . A. l.L. ““I. *A..*” *.a*. “I..*..” *Au.“.- “.dvL.I* . &.“AYVL4.,.. - *.--- PUBLlC DlSCLOSURE OF PORTIONS OF THIS AGREEME_NT -. Exhibit c-1 Marketing and Training rC Upon RMBCS's notification of contract. award, RMBCS will meet with the CAL-Card Program Manager to plan the kick off meetings for state agencies, universities, and political subdivisions that initially wish to participate in the CAL-Card program. Additionally, after initial kick off, RMBCS will meet with agencies after they have submitted a "Request to Participate" form through the Department of General Services. At the request of the participant, 'RMBCS will meet with them to go over all aspects of account implementation. RMBCS anticipates that a combination of both face-to- face meetings and telephone consultations will be successful, depending .on- the size of the account and the complexity of the account structure. Initial Kick Off Meeting At the kick off meeting, RMBCS will make a presentation on all aspects of the small purchase card program. Information will be obtained to set up all accounts for those attending. RMBCS will be prepared to conduct the kick off meeting at a location .designated by the CAL- Card Program Manager. RMBCS would offer to fund the administrative costs of three additional kick off meetings at other locations within the State of California if a regional approach was desired to lower travel expenses of personnel desiring to attend. RMBCS would fund meeting space and other ancillary costs for meeting rooms in up to three locations outside the Sacramento area. At the kick off meeting(s) RMBCS will provide complete information on the implementation process for all agencies currently participating, as well as for agencies and other authorized participants who wish to get started in the program. Materials to be distributed will include a procedural guide for the Agency Program Coordinator, operating supplies, and account set-up forms. RMBCS anticipate that the initial kick off meeting(s) will last a full day. At PUBLIC DXSCLOSURE OF PORTIONS OF THIS AGREEMENT -4 Exhibit C-l the kick off meeting(s), RMBCS would strongly recommend attendance by the following personnel: l Agency Program Coordinator 0 Billing Office/Finance Office 0 Disputes Office Representative 0 Other Primary Contact Persons (Alternates) a And, in some cases, designated Approving Officials During the kick off meeting(s) the following information will be covered in detail: 0 Responsibilities of primary contacts for each ' participant 0 Use of the card for official/government use only 0 Types of system controls (monthly, single purchase, merchant, daily transaction, daily purchase) 0 Account structure/hierarchy a MIS availability/options a Electronic data transmission/remote access a Dispute process 0 Customer service a New account set up process l Account change process 0 Payment options/terms/settlement 0 Flexible data field options Participants may authorize additional personnel to attend the kick off or subsequent implementation meetings. Cardholdeis normally would not meetings, since cardholder training remains.a responsibility of the agency. of course, provide training materials below. attend these traditionally RMBCS would, as outlined 'I'HL C;ONlKALlWK LLHlllb IKAUk bCLU'1 ItKU’lCL’LlUN rKUM PUBLIC DISCT,QSURE OF PORTlONS OF THIS AGREEMWT Exhibit C-l Implementation Meetings After completion of the kick off implementation meeting(s) for agencies currently participating, RMBCS would conduct implementation meetings for those participants who provide RMBCS with a "Request to Participate" (Attached). In every case RMBCS will mail the complete account set-up package no later than five (5) business days after receipt of the Request to Participate form. As an enhancement to the CAL-Card program, RMBCS will follow up by telephone no later than 15 business days after receipt of the Request to Participate form to confirm receipt of the account set- up package. During the conversation the requirements of the participant will be discussed. If desired, arrangements will be made with the participant for either a telephone or on-site implementation meeting. All implementation meetings will be at the expense of RMBCS. The length of the implementation could range from one hour to an entire day, depending on the size of the participant and/or complexity of their account structure. RMBCS will tailor the meeting to the needs of the participant. RMBCS, as an enhancement, will prepare the following training materials within sixty (60) days after 1 contract award: tation Procm : a A customized detailed Agency Program Coordinator's guide, l A customized Cardholder Instruction pamphlet, l A customized Approving Official Instruction guide, l A customized Billing Office Guide, and 0 Additionally, within ninety (90) to one' hundred and twenty (120) days after contract award a training video will be created to assist Agency Program Coordinators in the training of cardholders J.111, U”I.*Iua”*“I\ “YmLL’*L) L Lua”b i)LU,RL I cIx”I~~**“*~ I I.“A. PUBLIC DI&CLOSURE OF PORTIONS OF THIS AGREXMENT Exhibit C-l All of these additional enhancements will be provideh to each participant at no cost. The Cardholder Instruction pamphlet and the Approving Official Instruction guide will be provided as personal copies for all cardholders and approving officials when accounts are set-up.. All other materials will be , provided upon receipt of a Request to Participate form. All instructional guides and the- training videotape script may be reviewed by the CAL-Card Program Manager prior to final production. Steps in the Implementation Process, The necessary steps for implementation will be: 0 Request to Participate form submitted to the CAL-Card Program Manager by all state agencies, universities, and participating subdivisions. Contacts for agency program coordinator, billing office, and dispute office will be included. State agencies and universities will also submit a Standard Agreement Form (STD. Form 2). a RMBCS will mail account set-up package, no later than five (5) business days following ' receipt of the Request to Participate. l A telephone response will be made by RMBCS no _ later than 15 business days after receipt of the Request to Participate form from the CAD- Card Program Manager. Arrangements will be made for implementation by either phone or on-site visit. a Participant completes mandatory &count set- up forms with assistance from RMBCS. l RMBCS sets up account within five (5) business days from receipt of completed forms. . ..- THE CONTRACTOH CLAIMS TRADE SECRET PROTECTION FROM PUBLIC DlS.U.OSURE OF PORTIONS OF THIS AGREE-NT Exhibit C-l 0 FLMBCS assists participant in identifying cardholders and approving officials, setting system controls, selecting embossing options, and MIS options. 1 a Cardholder/Approving Official accounts will be set-up within five (5) business days of receipt of completed package. Average turn- around time from mailing of cardholder set-up forms to receipt of procurement cards will be 14 days. Additional Marketing/One-on-One Meetings 'RMBCS will participate in additional meetings with interested departments, boards, commissions, or other potential participants for the purpose of aggressively marketing the CAL-Card program as a means of reducing costs and increasing the efficiency in what could be a cumbersome small purchase program. RMBCS, with assistance from the CAL-Card Program Manager, will review departmental purchasing statistics for purchase volume, number of transactions, number of purchasing activities, and make a presentation to senior management on the efficiencies and potential cost savings associated with the CAL-Card program. RMBCS will emphasize the use of spending limits to empower employees while allowinb purchasing managers to control program structure. RMBCS will show how accountability still exists while .using the CAL-Card and elimination of the "paper chase", while enumerate reporting and control capability increases. RMBCS anticipates meeting with all non-participating departments within. three months after contract award. Additional potential participants identified by the CAL-Card Program Manager will be targeted with one-on- one meetings in the fourth through six months after contract , award. A targeted mailing to all non- participating departments or other state agencies, cities, counties, school districts will be made at the expense of RMBCS from addresses provided by the CAL- Card Program Manager. This mailing will highlight new contract features, reasons for joining the CAL-Card 'I'Ht (JUNLKACI’UK c;LAiMS TRADE SECRET PUBLIC DFXLOSURE OF PORTIONS OF Exhibit C-l PROTECTION FROM THIS AGREWENT program, and contacts for arranging participation. Follow-up will be made by RMBCS after a reasonable period if no response is received. RMBCS would cooperate with the CAL-Card Program Manager in their marketing efforts by participating in such additional training sessions or meetings as may be deemed necessary. Additionally, RMBCS will participate in making presentations before outside associations such as- the California Association of Public Purchasing Officers, Inc., or other professional groups, when invited, for purposes of promoting and increasing participation from non-state -agencies. Upon request, and with reasonable notice, EMBCS will tailor presentations to specific potential participants, and provide (with permission) appropriate statistical data from current participants to help encourage participation. RMBCS will prepare a marketing "slick", outlining key information about the CAL-Card Program, who can participate, benefits, costs, controls, and other information. This "slick" will be provided to the CAL-Card Program Manager for distribution to potential participants. RMBCS will also provide the "slick" to interested participants upon request and at public forums in which RMBCS/CAL-Card Program Manager may be participating. Additionally, a vendor information sheet will be prepared specifically for the CAL-Card program for use by participants in providing information to existing or potential vendors/merchants doing business with the State but who are not yet VISA merchants. A. - July 18, 1996 Ms. Ruth Fletcher City of Carlsbad 1200 Carlsbad Village Dr. Carlsbad, CA 92008 Dear Ms. Fletcher: Enclosed, please find the signed Addendum to the State of California Purchase Card Program Master Service Agreement (DGS MSA 596-CC-01) returned to you. If you have any questions, please contact me at l-800-227-6736. Sincerely, Rebecca Rozovics I.M.P.A.C. Account Coordinator Enclosure I.M.P.A.C.” Card Services: P.O. Box 6346 Fargo, ND 58125-6346 l-800-227-6736 Sales: 1400 Eye Street N.W. Suite 530 Washington, DC 20005 (202) 408-0101 THE CONTRACTOR CLAIMS TRADE SECRET PROTECTION FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS ADDENDUM ADDENDUM TO STATE OF CALIFORNIA PURCHASE CARD PROGRAM MASTER SERVICE AGREEMENT (DGS MSA 5-96-CC-01) This Addendum to the State of California Purchase Card Program Master Service Agreement @GS MSA 5-96-CC-Ol), as amended (the “Agreement”) between the Department of General Services (“DGS”) on behalf of the State of California, Rocky System, Inc. (“RMBCS”) and Colorado National Bank (“CNB”), is made this a day of 1996, by the City of Carl&ad (“City”) for the purpose of becoming a “Participating is defined in the Agreement. REclTALs: A. DGS has entered into the Agreement for the purpose of making available for Participants’ use a procurement card program as described in the Agreement; and B. The Agreement contemplates the inclusion of Participants by a process of voluntary execution of an addendum; and C. The City has received a copy of the Agreement and after thorough review of the Agreement desires to become a Participating Subdivision as that term is defined in the Agreement. AGREEMENT: NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by reference, the mutual promises and covenants set forth in the Agreement, which is incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. the City, CNB and RMBCS agree as follows: 1. The City agrees to accept and perform all duties, responsibilities and obligations required of a Participating Subdivision as set forth in the Agreement. I.M.P.A.C. Cards shall be issued to Designated Employees of the City upon execution of a Primary Contact Reference form (in substantially the form set forth in Rider A attached hereto and incorporated herein) by departments and administrative units of the City. The City author&s such departments and administrative units to act on its behalf with respect to I.M.P.A.C. Cards issued to Designated Employees of the respective departments and administrative units. RMBCS shall submit invoice(s) to the office(s) designated in the Primary Contact Reference forms provided by departments and administrative units executing Rider A and shall report to the Billing Of&e Contact at the departments and administrative units executing Rider A. 2. RMBCS is authorized to place the seal or logo of the City on the I.M.P.A.C. cards issued to Designated Employees of the City for the sole purpose of identifying the card for official use only and if consistent with the final card design. Such seal or logo shall be subject to use limitations as apply to the State seal under paragraph 4 (a) of the Agreement. 3. The City shall make monthly payments as provided in the Agreement to CNB of the full amount of the Total Participant Monthly Balance by causing a check or checks or a warrant or warrants to be issued payable to the order of CNB on demand or by use of an Automated Clearing House or Electronic Data Interchange to make such payment to CNB. - .. . _._ ,,._ ,....... I. ..^.--. “_ ._. THE CONTRACTOR CLAIMS TRADE SECRET PROTECTION FROM PUBLIC DISCLOSURE OF PORTIONS OF THIS ADDENDUM 4. The City shall provide CNB and RMBCS with a copy of its audited financial statements within 60 days of completion and upon request of CNB or RMRCS, such other financial information as may be reasonably requested. 5. Delivery of I.M.P.A.C. Cards to Designated Employees of the City shall be within ten (10) business days after receiving completed I.M.P.A.C. Account set-up forms, but in no case earlier than ten (10) business days after the Initial Implementation Meeting. , 6. The City declares that I.M.P.A.C. Cards shall be used for official City purchases only, and shall not be used for individual or consumer purchases nor to incur consmner debt. The City warrants that it possesses the financial capacity to perform all of its obligations under the Agreement and this Addendum and the City kill not allow purchases to be made with LM.P.AC. Cards or incur any other financial obligation hereunder or under the Agreement prior to determinin g that existing appropriations available therefore are sufficient in amount to pay for such purchases or such other financial obligations. 7. The notice address for the City is: Ruth Fletcher City of Carl&ad 1200 Carl&ad Village Dr. Carl&ad, CA 92008 8. The agreements of the City set forth in this Addendum and the Agreement constitute valid, binding and enforceable agreements of the City and all extensions of credit made pursuant to this Addendum and the Agreement to the City will be valid and enforceable obligations of the City in accordance with the terms of the Agreement and this Addendum. The execution of this Addendum and the performance of the obligations hereunder and under the Agreement are within the powers of the City, have been authorized by all necessary action and do not constitute a breach of any agreement to which the City is a party or is bound. V IITE IT - DON’T SAY I! Date 8114 19 96 To FILE 0 Reply Wanted From KAREN DNo Reply Necessary This Agreement for the City's participation in the CalCard Program was received today from the Purchasing Agent , who has requested that we file the original document. The original Addendum to the State of California Purchase Card Program Master Service Agreement is attached. K.