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representatives from other organizations. Petitioner received
unsolicited proposals regarding the affinity credit card program
from the United States National Bank of Oregon (USNB) and another
financial institution. Petitioner's then executive director,
Philip Super (Super), rejected both proposals.1 Super contacted
Donald Wirth (Wirth), the executive director of the Oregon State
University Alumni Association (OSUAA), to discuss the affinity
credit card program. Wirth and Super wanted their organizations
to develop an affinity credit card program.
Petitioner and the OSUAA formed a committee to solicit
proposals from several banks and to select a plan. Petitioner
and the OSUAA formed the committee to increase their bargaining
power and to avoid duplication of effort. The committee was
headed by Wirth and Super. Its members were volunteers from both
organizations. After reviewing 8 to 10 plans, the committee
chose USNB's plan. After negotiations, the parties signed an
Affinity Credit Card Agreement2 (the Agreement) on June 23, 1987.
1 Philip Super was petitioner's executive director when
petitioner negotiated and implemented the affinity credit card
program. Dan Rodriguez (Rodriguez) became petitioner's executive
director starting in September 1988. Rodriguez was petitioner's
executive director during the years in issue.
2 The Agreement was amended on Apr. 9, 1987. The parties
changed the word "fees" to "royalties" in par. 4 of the
Agreement. Neither party contends that the amendment affects any
issue in dispute.
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