Wells Fargo Bank - Mastercard Agreement
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Wells Fargo MasterCard@ Multi Card Agreement
This Agreement governs the MasterCard Multi Card ("Card") issued by Wells Fargo Bank, National Association ("Wells
Fargo") for use by City of Gilroy ("Customer") and its designated employees and representatives ("Cardholders"). The Multi
Card may be used for Customer's purchasing, travel and entertainment, and fleet purchases, to the extent such functionality is
offered by Wells Fargo, requested by Customer, and approved for Customer. The Card will be used for business purposes only.
In this Agreement, "Card" refers, individually and collectively, to all MasterCard Multi Cards issued to Customer and the
associated accounts. The transactions made using the Card constitute extensions of credit by Wells Fargo to Customer and not to
individual employees. In order to participate in the Wells Fargo Master Card Purchasing program, Customer shall at all times
maintain (10) or more Cards. Attachment A (Program Information), Attachment B (Program Administrator), Attachment C (Fee
Schedule), and Attachment D (End User License) are incorporated into this Agreement.
1. Promise to Pay; Credit Limit. Except as otherwise provrded in the "Liability for Unauthorized Use" Section below,
Customer agrees to pay Wells Fargo the total of all purchases made with the Card and all fees and charges due on the Card as set
forth on the Fee Schedule provided by Wells Fargo. Customer also agrees to pay all costs and expenses, including any attorney's
fees, incurred by Wells Fargo in enforcing this Agreement. Customer agrees that the total of all transactions charged to all Cards
outstanding at any time shall not exceed the Credit Limit specified in Attachment A, or as may be changed from time to time.
Wells Fargo may change the Credit Limit at any time and will promptly notify Customer. Termination or expiration of this
Agreement does not terminate Customer's obligation for all amounts owed pursuant to this Agreement.
2. Debit Authorization. Wells Fargo is authorized and directed to pay all amounts due on the Card as a result of purchases,
other transactions, charges, costs and expenses by debiting Customer's Multi Card Demand Deposit Account as indicated on
Attachment A (the "Multi Card Account"), on the fourth calendar day (or the prior Business Day if the calendar day is not a
Business Day) following the date of each Multi Card billing statement provided to Customer; provided, however, that in no case
will such payment be made sooner than one calendar day after the day the billing statement is provided to Customer. Wells Fargo
may debit the Multi Card Account at any time for any fees, charges, costs and expenses as set forth in Attachment C. The Multi
Card Account shall be used for the purpose of settling Multi Card transactions and payoffs of fees but shall be subject to the
terms and conditions of any netting and other agreements between Customer and Wells Fargo governing that account and any
linked accounts. A "Business Day" shall be any day (except Saturday or Sunday) that Wells Fargo is open for business.
3. Program Administrator. Wells Fargo will require, and is authorized to rely on, written instructions received by Wells Fargo
from the Customer's Program Administrator(s) named on Attachment B with regard to the following matters, without limitation:
issuance of individual Cards to Cardholders, establishment of and changes to credit limits on individual Cards, notification of
disputed transactions, and termination of individual Cards. Customer may substitute, remove or designate additional Program
Administrators by written notice to Wells Fargo signed by an authorized officer of Customer. Notwithstanding any other
provision of this Agreement to the contrary, if Customer enrolls to administer its Multi Card program using the Internet to access
Card information, Customer agrees that the primary Program Administrator named on Attachment B has full authority to
substitute, remove or designate additional Program Administrators, each of whom has the full authority of a Program
Administrator including authority to designate other Program Administrators, and that written notice signed by an authorized
officer of Customer is required only to substitute the primary Program Administrator. The Program Administrator named as
Program Administrator I on Attachment B shall be considered the primary Program Administrator.
4. Liability for Unauthorized Use. Customer shall be liable for all unauthorized use of the Card in any amount at any time,
unless and until Customer has notified Wells Fargo that the Card has been lost or stolen or that the person or vehicle in whose
name the Card has been issued, Cardholder, is no longer authorized to use the Card (for example, upon termination of
emplo)'ment). Notification shall be made by Customer calling the customer service number most recently provided by Wells
Fargo, followed by delivery of written confmnation signed by the Program Administrator. Customer shall be responsible for full
payment of all purchases, fees and charges incurred prior to such notification, regardless of when actually posted to Customer's
account.
5. MasterCoverage@ Liability Protection Program. Customer may be eligible for coverage under MasterCard's
MasterCoverage Liability Protection Program which provides coverage against employee misuse of the Card. Customer should
consult the MasterCoverage Liability Protection Program brochure available upon request from Wells Fargo for terms and
conditions of coverage. Customer acknowledges that Wells Fargo is not responsible for providing any form of liability protection
program on Customer's behalf and that Wells Fargo makes no representations or warranties regarding any such program that may
be offered by third parties.
MaSlerCard and MaslerCoverage are regislereo trademarks of MaslerCard Internalional Incorporaled.
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6. . Billing Disputes, Chargeback Requests. Customer may dispute amounts reflected on a billing statement that Customer
reasonably believes to be incorrect because (i) the amount shown on the billing statement does not reflect the actual face value of
the transaction, (ii) the transaction shown on the billing statement did not result from the use of the Cards, (iii) the statement
reflects fees not property accrued under this Agreement, or (iv) the transaction is disputable with the honoring merchant under
applicable MasterCard rules, however, such dispute is subject to the procedures and liability provisions set forth in this section or
other sections of the Agreement. Customer shall so notify Wells Fargo of its dispute within thirty (30) days of receipt of the billing
statement on which the disputed jtem(s) first appears. The request to Wells Fargo must be in writing and contain the following
information: Cardholder name; Card account nwnber; the dollar amount of any billing dispute or suspected error; the reason for the
dispute and a summary of the steps already taken with the merchant to resolve the matter. Wells Fargo shall investigate the
disputed amount and determine whether the amount is property payable by Customer. Until Wells Fargo completes its
investigation and determines whether the disputed amount is properly payable by Customer, Customer shall not be liable for the
amount of the disputed transaction. Customer agrees that its failure to dispute a charge or other item on a billing statement within
30 days of receipt of the billing statement on which the charge or item first appeared shall constitute a waiver of any right the
Customer may have to dispute the charge. In the event that transactions are posted to the accounts as a result of any circumstance
under which the honoring merchant may be held liable under applicable MasterCard rules, Wells Fargo shall attempt to charge the
transaction back to the merchant in accordance with MasterCard procedures. However, such attempted chargeback by Wells Fargo
shall not relieve Customer of liability for the amount of the transaction even though the transaction may have been provisionally
credited to the Customer's accounts.
7. Term; Right to Terminate Card. Wells Fargo or Customer may terminate the Card with or without cause upon 30 days' prior
written notice. However, Wells Fargo may immediately terminate the Card, suspend all services, or reduce the credit limit on the
Card without notice if Customer violates any of the terms or conditions of this Agreement or if Wells Fargo shall have determined
that one or more conditions exist or events have occurred which might indicate, or result in, a material adverse change in the
operations, business, property or assets, or in the condition. financial or otherwise, or the ability of the Customer to meet, in the
normal course of business, its obligations under the terms of this Agreement. rfWells Fargo terminates the Card, Customer agrees
to destroy all CardS issu"ed to Customer. Tf theCara is Terriifuated for any reason, -Customer wilf continue-to oe responsible for fiill --
payment of the current balance on the Card and all purchases, fees and charges incurred before termination that post after
termination of the Card. Customer may, at any time, terminate the authority of any Cardholder to use the Card. Such termination
shall be effective only if submitted in writing to Wells Fargo along with written confirmation that the Cardholder's Card has been
destroyed. All Cards expire upon termination or expiration of this Agreement.
8. Liability of Bank. Wells Fargo will not be liable for any direct, indirect, special or consequential damages arising in any way
out of Customer's use of the Multi Card, or the unavailability of Multi Card reports or authorizations as a result of circumstances
beyond Wells Fargo's control (such as fire, flood, or disruption of power, phone or computer service).
9. Changes. Changes to this Agreement, including changes to the Fee Schedule, may be made by Wells Fargo after providing 30
days prior written notice to Customer, except that Wells Fargo may change the Card Credit Limit immediately upon notice to
Customer and Customer may change the designated Program Administrator(s) or Multi Card Account number upon authorized
officer's written notice to Wells Fargo.
10. Foreign Currency Transactions. If you effect a transaction with your MasterCard Card in a currency other than U.S.
dollars, MasterCard International Incorporated will convert the charge into a U.S. dollar amount. MasterCard International will
use its currency conversion procedure, which is disclosed to institutions that issue MasterCard cards. Currently the currency
conversion rate used by MasterCard International to determine the transaction amount in U.S. dollars for such transactions is
generally either a governrnent mandated rate or a wholesale rate determined by MasterCard International for the processing cycle
in which the transaction is processed, increased by an adjustment factor established from time to time by MasterCard
International. The currency conversion rate used by MasterCard International on the processing date may differ from the rate
that would have been used on the purchase date or cardholder statement posting date.
11. End User License. By signing this Agreement, Customer accepts and agrees to abide by the terms and conditions of the End
User License Agreement incorporated as Attachment D.
12. Financial Information. At Wells Fargo's request, Customer shall provide current certified fmancial statements and
supporting notes to Wells Fargo.
13. Confidential and Proprietary Information. Each party acknowledges that all information concerning the other party is
"Confidential and Proprietary [nformation." Each party agrees that it will not permit the duplication, use or disclosure of any such
Confidential and Proprietary Information to any person (other than its own employee who must have such information for the
performance of his/her obligations under this Agreement), unless authorized in writing by the other party. Confidential ~d
Proprietary Information is not meant to include any information which, at the time of disclosure, is generally known by the public
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and any competitors of either party. Confidential and Proprietary Information shall be returned or disposed, as requested by the
disclosing party, upon termination of this Agreement.
14. Miscellaneous-Entire Agreement; Governing Law; Assignment; Independent Contractor. This Agreement contains
the entire understanding between the parties on the subject matter hereof and supersedes all prior agreements, negotiations and
representations. The laws of the state of California and of the United States shall govern this Agreement. Customer may not
assign any interest, payment, or rights under this Agreement. Nothing contained in this Agreement shall be construed as
constituting or creating a partnership, joint venture, agency, or other association or relationship between Wells Fargo and
Customer.
15. Arbitration. Upon the demand of either party, any "Dispute" shall be resolved by binding arbitration in accordance with the
terms of this Agreement. For purpose of this Arbitration provision, "Dispute" shall mean any action, dispute, claim or controversy
of any kind, whether in contract or tort, statutory or common law, legal or equitable, now existing or hereafter arising under or in
connection with, or in any way pertaining to, the Multi Card service, or any past, present or future activities, transactions or
obligations of any kind related directly or indirectly to the Multi Card service, including, without limitation, any of the foregoing
arising in connection with the exercise of any self-help or any ancillary or other remedies or actions taken relating to the Multi Card
service. Any party may by summary proceedings bring an action in court to compel arbitration of a Dispute. Any party who fails
or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such
other party in compelling arbitration of any Dispute. The Arbitration provisions of this Agreement shall survive termination of this
Agreement.
16. Rules Governing Arbitration. Arbitration proceedings shall be adminic:tered by the American Arbitration Association
(If AAA ") or such other administrator as the parties shall mutually agree upon in accordance with the AAA Commercial Arbitration
Rules. All Disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9 of the United
States Code), notwithstanding any conflicting choice of law provision in this Agreement. The arbitration shall be conducted at a
location iri the Stafe Calffonlla selected -bytlieAAA' or- ofuer'aammrstrator. 'I{tbereis- anyinconsisfency-between tIle' teriIiShereof'
and any such rules, the terms and procedures set forth herein shall control. All statutes of limitation applicable to any Dispute shall
apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the Dispute
being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction; provided,
however, that nothing contained herein shall be deemed to be a waiver by any party which is a bank of the protections afforded to it
under 12 U.S.C. 91 or any similar applicable state law.
17. Arbitration; Provisional Remedies. No provision hereof shall limit the right of any party to exercise self-help remedies
such as setoff, or to obtain provisional or ancillary remedies, including, without limitation. injunctive relief, sequestration,
attachment, garnishment or the appointment of a receiver, from a court of competent jurisdiction before, after or during the
pendency of any arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any party to
compel arbitration hereunder.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized Officer.' dr II t
City of Gilrov
"CUSTOMER"
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Signature: ~~ ~
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Title: ACt'-.- 11",[ S":lE;~.J/iSu/~~
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Title:
Date:
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WELLS FARGO MASTERCARD MULTI CARD AGREEMENT
A IT ACHMENT A
PROGRAM INFORMA nON
CUSTOMER NAME:
City of Gilrov
TAX LD.:
94-6000340
ADDRESS:
7351 Rosanna Street
Gilrov. CA 95020
NAME(S) OF PROGRAM ADMlNISTRATOR(S):
(ADDITIONAL INFORMATION REQUIRED ON ATTACHMENT B)
PHAEDRA HERNANDEZ
RAYMOND CHIN
CINDY MURPHY
EVELYN PETERSON
lNmAL CREDIT LIMIT:
$ .:2...M), 0 DO
DEMAND DEPOSIT ACCOUNT NUMBER AND-ROUTING NUMBER:
---495004~-n-l- - --- h -+2-:l000~48- ---- _ _
Account Number Routing Number
BILLING STATEMENT CYCLE:
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WELLS FARGO MASTERCARD MULTI CARD AGREEMENT
A TT ACHMENT C
FEE SCHEDULE AND REBATE CALCULA nON
City of Gilroy
January 16, 2002
The following pricing is based on an annual net purchase volume estimate of $ 2,000,000 and an average transaction size of
$ 140.00. If either of these variables is not met, Wells Fargo reserves the right to amend the pricing as necessary.
One-time fees:
MCOM Set-up fee
Card Artwork
$ 3,000 Waived
$ 300 Waived
Monthly Fees:
MCOM maintenance $ 50.00 /mo
Card Issuance $ 15.00 /account
Transaction Fee $ .25 /tran
We will waive all of the above monthly fees during the pilot period of 12 months from contract date. After which, all
monthly fees will be waived when the monthly purchase volume exceeds 5 150,000.
Miscellaneous Fees:
Cash Advance Fee
2%/52 minimum
Rebate Schedule:
Rebates will be paid in January on previous calendar year volume.
Net Purchase volume* Rebate
o to 5 5,000,000 none
Over 5 5,000,000 .10 %
*Total volume minus credits and cash advances (if applicable)
The applicable Rebate Amount shall be applied retroactively to the Annual Volume for the previous year. For example, if the
Annual Volume for the first year of this Agreement is $ 5,000,000, the Rebate Amount will be 0.10% of$ 5,000,000, which equals
$ 5,000. The initial rebate amount for the first year of this Agreement will be calculated based upon the first year's annual volume.
and using the rebate amount in the above table regardless of the prime interest rate fluctuation adjustments as described below. No
rebate shaU be owed for the previous year if Customer terminates this Agreement prior to the Anniversary Date. No rebate shaU be
owed for the previous year if Customer's annual volume of Multi Card transactions is less than $ 5,000,000. No rebate shall be
owed for the previous year if the Customer's average transaction size .falls below $ 140.00.
Beginning and annually thereafter ("Anniversary Date"), the Rebate Amounts specified above shall be reviewed and
calculated based upon the prime interest rate as reported in The Wall Street Journal on the applicable Anniversary Date. The
Rebate Amounts shall be reduced by ten basis points (0.10%) if the prime rate as reported in The Wall Street Journal on the
applicable Anniversary Date ("Anniversary Prime Rate") is greater than ten percent (10%) and shall be reduced by an additional
ten basis points (0.10%) for each additional one percent (1%) incremental increase in the Anniversary Prime Rate above ten
percent (10%). For example, an Anniversary Prime Rate of 12% would reduce the Rebate Amounts for the previous year to 0%,
depending on the Annual Volume. If the prime rate is not published in The Wall Street Journal on the Anniversary Date, the
Anniversary Prime Rate shall be the prime rate first reported in The Wall Street Journal following the Anniversary Date.
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WELLS FARGO MASTERCARD MULTI CARD AGREEMENT
A IT ACHMENT B
PROGRAM ADMINISTRATOR
City of Gilroy
January 16. 2002
Please provide the following information about each Program Administrator whose name appears on the attached Agreement and
Authorization:
Program Administrator 1:
Program Administrator 2:
Phaedra Hernandez. Purchasin2 Coordinator
(Name/Title)
7351 Rosanna Street
(Mailing Address 1)
Gilrov. CA 95020
(City, State, Zip Code)
(408) 846-0232
(Telephone)
phernandez<mci.2i1rov.ca.us
(Email Address)
Program Administrator 3:
Cindy Murphv. Finance Director
(Name!Title)
7351 Rosanna Street
(Mailing Address 1)
Gilrov. CA 95020
(City, State, Zip Code)
(408) 846-0206
(Telephone)
cmurphy@ci.gilroy.ca.us.
(Email Address)
(add additional pages as necessary)
Raymond Chin. Accountinl! Supervisor
(N ame!Title)
7351 Rosanna Street
(Mailing Address 1)
(408) 84(H)500
(Fax)
Gilroy. CA 95020
(City, State, Zip Code)
(408) 846-0412
(Telephone)
rchin@ci.l!ilrov.ca.us
(Eroail Address)
Program Administrator 4:
Evelvn Peterson. Accountin2 Assistant II
(Name!Title)
7351 Rosanna Street
(Mailing Address 1)
Gilroy. CA 95020
(City, State, Zip Code)
(408) 846-0500
(Fax)
(408) 846-0234
(Telephone)
epeterson@ci.llilroy.ca.us
(Email Address)
Program Administrator designated to receive all MasterCard Multi Cards: Phaedra Hernandez
(408) M6-05OO
(Fax)
(408) 846-0500
(Fax)
The undersigned authorized officer of Customer certifies that the
foregoing is and correct:
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I - I to -)-c, (. "2.-
By:
Title:
Date:
WELLS FARGO !'v[ASTERCARD MULTI CARD AGREEMENT
ATTACHMENT D
WELLS FARGO END USER LICENSE AGREEMENT
City of Gilroy
January 16; 2002
This agreement (the "License Agreement") is effective as of the date of the Wells Fargo Multi Card Agreement ("Agreement") by
and between Customer, as identified in the Agreement and Wells Fargo Bank, N.A. ("Wells Fargo"). All software, documentation,
media and related printed materials provided in any form to Customer by Wells Fargo in association with the Wells Fargo Multi
Card program, which may include MasterCard SmartData for Windows TM, and any update, upgrades or new versions thereof (the
"Software") is licensed by Wells Fargo only on the terms set forth herein. Signing the Agreement indicates your acceptance of the
terms of this License Agreement. If you do not agree to these terms, do not sign the Agreement, do not install or use the Software
and return the Software and any accompanying written materials and packaging to Wells Fargo.
Section I
LICENSE GRANT
1.1 The Software is licensed, not sold, under this License Agreement Wells Fargo grants Customer a non-exclusive, non-
transferable license to use Software only in accordance with the terms of this License Agreement. "Use" means storing, loading,
installing, executing, copying, downloading, displaying, accessing or otherwise using the Software only for Customer's own
internal business purposes that are directly related to the Wells Fargo Multi Card program. Customer may not modify the Software
or disable any licensing or control features of the Software; provided, however, that Customer may modify the Cardholder
Reporting and Information System software (the "Cardholder Reporting Software") as provided in Section 1.3.
1.2 This Software is owned by Wells Fargo or its licensors and is protected by copyright and other laws, including
international treaty provisions. Customer may: (i) install the Software for use by Customer at one Customer site; (ii) except as
otherwise provided herein, make a reasonable number of copies of the Software in machine readable, object code form solely for
archival and backup purposes, provided that Customer reproduces all proprietary notices on such copies; and (ill) physically
transfer the Software from one Customer site to another, provided that the Software is used only at one Customer site at a time.
1.3 Customer may not: (i) by itself, or by allowing any third party to, modify, translate, reverse engineer, decompile,
disassemble, create derivative works based on, or copy (except as otherwise provided herein) the Software; (ii) rent or lease any
rights in the Software in any form to any person without the prior written consent of Wells Fargo which, if given, is subject to the
transferee's consent to the terms and conditions of this license; or (iii) remove any proprietary notices or labels, or marks on the
Software, documentation and containers. Notwithstanding any contrary provision in this License Agreement, Customer may
modify the Cardholder Reporting Software, including creation of derivative works therefrom; provided, however, that Wells Fargo
shall retain ownership of any such enhancements, modifications or derivative works of the Cardholder Reporting Software.
1.4 All rights, title, and interest in and to the Software, including, without limitation, any rights in copies of the Software or
rights in modifications, enhancements or derivative works of the Cardholder Reporting Software, shall remain with Wells Fargo or
its third party licensors. Unauthorized copying of the Software or documentation, or failure to comply with the above restrictions,
will result in automatic termination of this License Agreement and will make available to Wells Fargo other legal remedies.
1.5 All rights not expressly granted herein are reserved by Wells Fargo and its licensors.
Section 2
LIMITED WARRANTY
2.1 Wells Fargo warrants that the Software is Year 2000 Compliant. As used herein, "Year 2000 Compliant" shall mean that
the Software may be used prior to, during, and after the calendar Year 2000 A.D. without error relating to date data, specifically
including any error relating to, or the product of, date data which represents or references different centuries or more than one
century. Customer's sole and exclusive remedy under this Year 2000 warranty is repair or replacement of the Software by Wells
Fargo, without charge to Customer.
2.2 Wells Fargo warrants the media on which the Software is furnished will be free from defects in material and workmanship
under normal use for a period of ninety (90) days from the date of delivery to Customer. However, Wells Fargo does NOT warrant
that the function contained in the Software will meet your requirements, or that the operation of the Software will be uninterrupted
or error free. Customer's sole and exclusive remedy under this media warranty is repair or replacement of the defective diskette or
documentation by Wells Fargo, without charge to Customer.
2.3 EXCEPT AS OTHERWlSE PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
W ARRANTrES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMIT A TrON, ANY IMPLIED
WARRANTIES OF MERCHANTillILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Some
states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Section 3
LIMITATION OF REMEDIES
Customer's sole remedy under this License Agreement shall be repair or replacement as provided in Sections 2.1 and 2.2 above.
Wells Fargo's sole and exclusive maximum liability for any claim by Customer or anyone claiming through or on behalf of
Customer arising out of Customer's purchase of the Software or any warranties shall never exceed the actual amount paid by
Customer for the Software. IN NO EVENT SHALL WELLS FARGO OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, COLLATERAL, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSS ARISING FROM
THE SOFTWARE, PURCHASE THEREOF, OR THE WARRANTIES HEREIN, INCLUDING, WITHOUT LIMITATION,
LOSS OF USE, PROFITS, GOODWILL OR SAVINGS, OR LOSS OF DATA, DATA FILES, OR PROGRAMS THAT MAY
HA VE BEEN STORED BY THE USER. Some states do not allow for the exclusion or limitation of incidental or consequential
damages, so the above limitation or exclusion may not apply to you.
Section 4
U.S. GOVERNMENT RESTRICTED RIGIITS
The Software is provided with RESTRICTED RIGIITS. The use, duplication, or disclosure by the U.S. Government is subject to
restrictions set forth in subdivision (cXl)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-
7013. Wells Fargo Bank, N.A., 420 Montgomery Street, San Francisco, California 94104.
Section 5
TERMINA nON
This License Agreement shall terminate automatically upon Customer's termination of the Wells Fargo Multi Card program. Wells
Fargo may cancel Customer's license upon notice for failure to comply with any of the terms of this License Agreement.
Customer's license will automatically terminate upon any attempted transfer of the Software without the written consent of Wells
Fargo. Upon termination or cancellation, Customer must immediately destroy or return to Wells Fargo the Software, together with
all copies, adaptations and merged portions in any form.
Section 6
EXPORT REQUIREMENTS
Customer may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.
Section 7
LICENSEES OF SMART DATA FOR WINDOWS (CORPORATION VERSION)
7.1 In addition to Customer's obligations contained in this License Agreement, and notwithstanding anything to the contrary
otherwise contained in this License Agreement, Customer acknowledges and agrees, with regard to the MasterCard SmartData for
Windows ™ Software provided by Wells Fargo ("SmartData"), that:
(a) MasterCard International Incorporated ("MasterCard") is the owner of all right, title and interest in SmartData and any
customization, modifications or enhancements thereof; (b) MasterCard is a third party beneficiary of this License Agreement to the
extent such designation is necessary to permit MasterCard to protect or enforce its rights in SmartData; (c) Wells Fargo may
terminate this License Agreement upon thirty (30) days notice to Customer and Wells Fargo shall have no further liability to
Customer hereunder; (d) upon termination of this License Agreement, Customer shall deliver to Wells Fargo all copies of
SmartData and any associated documentation, and an officer of Customer shall certify in writing to Wells Fargo that use of
SmartData has been discontinued; (e) Customer's right to use SmartData pursuant to this sublicense is nonexclusive and
nontransferable; (f) SmartData may be used by Customer at one site only and such use shall be limited to MasterCard's commercial
card uses and purposes as authorized by MasterCard; (g) SmartData may not be duplicated or copied in whole or in part, except
that Customer may make one copy of SmartData in machine readable, object code format for backup use; (h) Customer will protect
the confidentiality of SmartData and will not transfer or otherwise disclose SmartData to any other party; (i) Customer will not
create or attempt to create, by reverse engineering or otherwise, the source programs for SmartData; U) no customizations or
modifications of or additions to SmartData will be made by or on behalf of Customer, unless approved in advance by MasterCard;
(k) MasterCard may, but is not required to, modify or customize SmartData in response to requests by Customer, and if such
modification or customization is performed, Customer shall be liable for the expenses associated with such modification or
(
customization; (I) Customer has no right, title or interest in SmartData; and (m) neither Wells Fargo nor MasterCard shall have any
liability to Customer related to SmartData other than that which is specifically set forth in this License Agreement.
Section 8
GENERAL
This License Agreement will be governed by the laws of the State of California, exclusive of its conflict of laws principles. If any
provisions of this License Agreement are held invalid, the remainder shall continue in full force and effect. This License
Agreement is the entire agreement between Wells Fargo and Customer with respect to the subject matter herein, and supersedes any
other communications or understandings with respect to the Software.
<[itp of ~ilrop
Telephone (408) 846-0400
Fax (408) 846-0500
7351 Rosanna Street
Gilroy, California
95020-6197
January 25,2002
Carole LaRocca
Vice President & Relationship Manager
Wells Fargo/Government Banking
550 California St., lOth Floor
MAC # A0112-102
San Francisco, CA 94104
Dear Carole:
This letter is to notify you that because I am currently on a permanent part-time status
with the City of Gilroy, I am not always available to give my written authorization. As
such, I am delegating the duties of Finance Director to Raymond Chin, our Accounting
Supervisor, during those times when I am not available. Also, I will be on maternity
leave starting February 6,2002 and Raymond will be acting Finance Director in my
absence. You may contact Raymond at (408) 846-0412 or at rchiniaJci.wov.ca.us. If you
have any questions regarding this letter, please feel free to call me at (408) 846-0206.
Sincerely,
... t1'-{m 1 'rJcr
Cindy Murphy
Finance Director
In, .~.~o rA~ ~U~ ~4B 0500
____ CITY OF GILROY
I4J002
.
January 23, 2002
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn: Raymond Chin
R.e: Potential Restrictims On MasterCard Master:Coveras:re<<l Liability Program Coverage
Dear Raymond:
We understand that you plan to issue Wells Fargo MasterCard Multi Cards to individual departments
rather thari. to individual Clq)loyces. Please be aware that issuing Cards in this manner may significantly
impact your coverage under the MasterCard MasterCowl3ge Liability Program as well as the general
acceptability of the Card. MasterCard has already informed us that the MasterCard MasterCoverage
Liability Program will not apply in fleet use situations where Cards are issued to individual vehicles rather
than to individual emp~. It is quite possible that this resuictioo in coverage will be deemed to apply
also to Cards issued in individual department names because of the similarity of issues that may arise in
fraudulent use situations. In addition, merchants may be reluctant to accept a card that is not issued in the
name of an individual. Such acceptance is deemed to be at the merchant's discretion and is not an issue that
can be resolved by Wells Fargo.
Please acknowledge your understanding and acceptance of the possible risks described above by
signing this letter in the space provided below and returning it to uS as soon as possible.
Sincerely,
Helen Riehl
Sales Associate
FthrJ~ j ~ ;lDt:>;;L-
Acknowledged and accepted this I sf day of . ~
By:
5"c.J~VIS~