HomeMy WebLinkAboutResolution - 2006-R0030 - Amendment To The Bank Depository Contract - Wells Fargo Bank - 01/26/2006Resolution No. 2006-R0030
January 26, 2006
Item No. 5.11
RESOLUTION
WHEREAS, the City Council finds that it would be in the public interest to
amend the City's Bank Depository Contract with Wells Fargo Bank, N.A., (formerly
Wells Fargo Bank Texas, N.A.) for municipal banking services to include a Commercial
Card Agreement and to correct the name of the Bank in said Contract; NOW
THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1. THAT the City Council of the City of Lubbock hereby authorizes
and directs the Mayor of the City of Lubbock to execute an Amendment to the Bank
Depository Contract by and between the City of Lubbock and Wells Fargo Bank, N.A., to
reflect the current name of the Bank as being "Wells Fargo Bank, N.A." and to
incorporate a Commercial Card Agreement into said Bank Depository Contract by and
between the City of Lubbock and Wells Fargo Bank, N.A., which Amendment is attached
hereto and made a part hereof for all intents and purposes; and
SECTION 2. THAT the City Council of the City of Lubbock hereby authorizes
and directs the Mayor of the City of Lubbock to execute the Commercial Card Agreement
and any associated documents with Wells Fargo Bank, N.A. for the remainder of the term
of the City's Bank Depository Contract, a copy of which Commercial Card Agreement is
attached hereto and made a part hereof for all intents and purposes.
Passed by the City Council this 26th day of January , 2006.
ATTEST:
Rebecca Garza, City Secretary
TO
Yates, Chief'PirVncial Officer
APPROVED AS TO.,FORM:
Don Vandiver, Attorney o oul
DDres/BankDepCon W ellsFargoAmendRes
January 25, 2006
Resolution No. 2006-R0030
CONTRACT NO.
AMENDMENT .6725
THE STATE OF TEXAS
COUNTY OF LUBBOCK
WHEREAS, the City of Lubbock ("Depositor" hereinafter) and Wells Fargo Bank
Texas, N.A., currently Wells Fargo Bank, N.A., ("Bank" hereinafter) did heretofore on
the 21" day of September, 2005, enter into a Bank Depository Contract; and
WHEREAS, it is the desire of the Depositor and the Bank to amend said
Depository Contract between the Depositor and the Bank to reflect the Bank's current
name and to incorporate a Commercial Card Agreement into said Bank Depository
Contract for the remainder of the term of said Bank Depository Contract; NOW
THEREFORE:
WITNESSETH:
SECTION 1. The name "Wells Fargo Bank Texas, N.A." in the Bank Depository
Contract entered into by and between the Bank and the Depositor on the 21" day of
September, 2005, shall be changed at all places in said Contract to "Wells Fargo Bank,
N.A."
SECTION 2. A new sentence shall be added to Paragraph IV which shall read as
follows:
In addition, a Commercial Card Agreement in a form approved by the parties
hereto shall be incorporated into this Contract by reference.
SECTION 3. All provisions of the said Contract other than that herein amended
shall remain in full force and effect as originally written.
This Amendment to the September 21, 2005, Bank Depository Contract between
the Depositor and the Bank is executed this 26&ay of January , 2006.
City of Lubbock:
AP P ED A TO CONTENT:
es, Chief Fin ial -0-ITicer
APPROVED AS TQ FORM:
D ald G. N'md ver, Attorney o Coun 1
ddcon/BanDepConAmend2006
January 25, 2006
c�
Comptroller of the Currency
Administrator of National Banks
Large Bank Licensing, LIC #7-13
Washington, DC 20219
November 21, 2003
OCC Control Nr. 2003-ML-02-0009
Mr. James E. Hanson
Director, Regulatory Reporting Services
Wells Fargo & Company
MAC N9305-152
Sixth & Marquette
Minneapolis, Minnesota 55479
Dear Mr. Hanson:
This letter is the official certification of the Office of the Comptroller of the Currency for the
consolidation of the following listed banks with the resulting charter and title of Wells Fargo Bank,
National Association, San Francisco, California, Charter Nr. 1741, effective November 21, 2003:
Wells Fargo Bank, National Association, San Francisco, California, Charter Nr. 1741
Wells Fargo Bank Alaska, National Association, Anchorage, Alaska, Charter Nr. 14651
Wells Fargo Bank Montana, National Association, Billings, Montana, Charter Nr. 15564
Wells Fargo Bank Nebraska, National Association, Omaha, Nebraska, Charter Nr. 2978
Wells Fargo Bank Texas, National Association, San Antonio, Texas, Charter Nr. 14208
Wells Fargo Bank West, National Association, Denver, Colorado, Charter Nr. 3269
Wells Fargo Bank Wyoming, National Association, Casper, Wyoming, Charter Nr. 10533
This letter also serves as the official authorization for Wells Fargo Bank, National Association,
San Francisco, California, Charter Nr. 1741, the resulting bank, to operate the former head offices
of the above listed consolidating banks as branches at the following sites:
Popular Name
Anchorage Main Branch
Certificate Nr.
125830A
Address
301 West Northern Lights Boulevard
Anchorage, Alaska 99503
Popular Name
Billings Main Branch
Certificate Nr.
125831A
Address
175 North 2711 Street
Billings, Montana 59101
Consolidation Certificate
Wells Fargo Bank, National Association
San Francisco, California
2003-ML-02-0009
Page 2 of 2
Popular Name
Omaha Main Branch
Certificate Nr.
125832A
Address
1919 Douglas Street
Omaha, Nebraska 68102
Popular Name
San Antonio Main Branch
Certificate Nr.
125833A
Address
16414 San Pedro
San Antonio, Texas 78232
Popular Name
Denver West Branch
Certificate Nr.
125834A
Address
1740 Broadway
Denver, Colorado 80274
Popular Name Casper Main Branch
Certificate Nr. 125835A
Address 234 East First Street
Casper, Wyoming 82602
Branch authorizations previously granted to the consolidating banks automatically convey to the
resulting bank and will not be reissued. Please furnish a copy of this ccrtificate to personnel
responsible for branch administration.
The OCC also authorizes the resulting bank, should the consolidation occur between Call
Report dates, to recalculate its legal lending limit. The new lending limit should be calculated
by using data from the last Call Report of the individual banks filed prior to consummating the
consolidation, as adjusted for the combination. The resulting bank will then file a new Call
Report and begin calculating its legal lending limit according to 12 C.F.R. 32.4(a) at the end
of the quarter following consummation of the merger.
Sincerely,
WM
Richard T. Erb
Licensing Manager
RESOLUTION
WHEREAS, the City Council finds that it would be in the public interest to
amend the City's Bank Depository Contract with Wells Fargo Bank for municipal
banking services to include a Commercial Card Agreement; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1. THAT the City Council of the City of Lubbock hereby authorizes
and directs the Mayor of the City of Lubbock to execute an Amendment to the Bank
Depository Contract by and between the City of Lubbock and Wells Fargo Bank N.A. to
incorporate said Commercial Card Agreement into said Bank Depository Contract by and
between the City of Lubbock and Wells Fargo Bank NA, which Amendment is attached
hereto and made a part hereof for all intents and purposes; and
SECTION 2. THAT the City Council of the City of Lubbock hereby authorizes
and directs the Mayor of the City of Lubbock to execute the Commercial Card Agreement
and any associated documents with Wells Fargo Bank N.A. for the remainder of the term
of the City's Bank Depository Contract, a copy of which Commercial Card Agreement is
attached hereto and made a part hereof for all intents and purposes.
Passed by the City Council this day of 72006.
MARC McDOUGAL, MAYOR
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
Jeff Yates, Chief Financial Officer
APPROVED AS TO FORM:
Don Vandiver, Attorney of Counsel
DDresBankDepCon WellsFargoAmendRes
January 18, 2006
AMENDMENT
THE STATE OF TEXAS
COUNTY OF LUBBOCK
WHEREAS, the City of Lubbock ("Depositor" hereinafter) and Wells Fargo Bank
N.A. ("Bank" hereinafter) did heretofore on the 2 1 " day of September, 2005, enter into a
Bank Depository Contract; and
WHEREAS, it is the desire of the Depositor and the Bank to amend said Contract
between the Depositor and the Bank to incorporate a Commercial Card Agreement into
said Bank Depository Contract for the remainder of the term of said Bank Depository
Contract; NOW THEREFORE:
WITNESSETH:
SECTION 1. A new sentence shall be added to Paragraph IV which shall read as
follows:
In addition, a Commercial Card Agreement in a form approved by the parties
hereto shall be incorporated into this Contract by reference.
SECTION 2. All provisions of the said Contract other than that herein amended
shall remain in full force and effect as originally written.
This Amendment to the September 21, 2005, Bank Depository Contract between
the Depositor and the Bank is executed this _ day of 12006.
Bank: City of Lubbock:
1-319
TITLE:
MARC McDOUGAL, MAYOR
APPROVED AS TO CONTENT:
Jeff Yates, Chief Financial Officer
APPROVED AS TO FORM:
Donald G. Vandiver, Attorney of Counsel
ddcon/BanDepConAmend2006
January 18, 2006
Resolution No. 2005-RO450
September 11, 2005
Item 33
RESOLUTION
WHEREAS, the City Council finds that it would be in the public interest to enter
into a Bank Depository Contract with Wells Fargo Bank for municipal banking services
for a three-year period; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby authorizes and directs the
Mayor of the City of Lubbock to execute the Bank Depository Contract and any
associated documents with Wells Fargo Bank Texas N.A. for a three-year period
beginning November 21, 2005, a copy of which contract is attached hereto and made a
part hereof for all intents and purposes.
Passed by the City Council this 21stday o"
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
�" L A
Le Ann Dumbauld, City Manager
APPROVED AS
andiver, Xtbhhey of Counsel -
DDres/BankDepCon We11sFargoRes
September 9, 2005
Contract #: Change Order #: Requisition #: ITB# / RFP# / RFQ# (if Applicable):
CONTRACT COVER SHEET
See Step -by -Step Contracting Process on CLIC for Instructions
(Type or Print all information with the exception of Signatures and Signature Dates)
Forward the complete contract package to Contract Management, Municipal Building Suite 204, for review, approval and contract
execution. The complete package includes one (1) copy of the completed Contract Cover Sheet (for internal City use only); minimum of
three (3) originals of the contract or amendment; and minimum of three (3) originals of all other certifications and contract addenda.
Attached Contract must be "Approved as to Content" by Director and "Approved as to Form" by Legal. The following signatures are
required to process Contract Cover Sheet. IMPORTANT: Each person who signs the Contract Cover Sheet must carefully review the
attached contract document bafafowlanr the contract cover sheet.
Risk Manager:
✓ l'� Ins Cart Reqd: ✓_
Dir of Fiscal Policy
Asst City Manager/Chief:
)riginating Dept and Individual Responsible for Er
Department i Finance
Phone Number: 2149
Date:
Date: • 12 -D,S
'd0____ Date:
ig Contract Terms and Contract Compliance:
Name: [Andy Burcham --�
Title: Cash & Debt Manager
intermanon for Vendor/Uon[ractor/Agency or utner Entity Ulty of LubbocK is UOntracting With:
Name of Entity: j Wells Fargo Bank, N.A. I
Address: (1500 Broadway Street
City: Lubbock _ State: TX Zip: 79401
Contact Name: I Raine Young
Contract Signatory: i Rame Young I Title: C Business Relationship Manager
Phone #: 4 806.767.7473 Fax #: 806.762.6723 E-mail: raid ine.l.young@wellsfargo.
l com
Contract Information:
Brief Description of Goods or Services or arrangements covered by the terms of the contract:
General Depository Services for the City
Effective Date: Upon Execution by Authorized Signatories OR Other (Specify Date): 11/21/2005 �_�
End Date: Notice To Proceed + ESif(pecy # of Days) OR Other (Specify Date): I �� _— I
Financial Information
Cost Center: 360 Account #: 8307 �� Amount: Not To Exceed. I $
Other. �_$9,071/mo (est.)
Will Contract Click Here to Select One Project Number (if applicable):
Generate If so, amount: $ Will Contract Be Paid From Grant Funds: Click Here to Select One
Revenue:
Notes:
Reviewed by Purchasing/Contract Manager: � � �� � ��. Date.!?-
ContractCoverSheet.doe (Rev 06109105) 1
Contract Form and Sienatory
Contract: [ Professional Services Signatory: Mayor
Contract Checklist (Not applicable to Chanive Orders or Amendments)
1. Is this individual or owner of this business an officer or employee of the City of Lubbock? No
[Note: If Yes, City policy may not allow us to write a contract for this individual/vendor.] If unsure, check with Legal.
2. Are all documents in order and submitted at least 5 business days prior to the start date for services for standard contracts or at least 20
business days prior to start date for services if using a non-standard contract? Yes
[Note: If No, and not associated with a building repair, complete a "Justification for Untimely Contract Submittal" form.]
3. Does the contract, Licensing Agreement, insurance or other document requiring signature originate from the vendor? No
[Note: If Yes, must be reviewed by Legal. Forward to Purchasing Department.]
.... _........ ._....... ...__... ..._... _... _._ .._.._ _._. ..._ ... __ .......-...... ....._......_...... __....... _... ...........___......... ........ ._........ _....... .... _..... _....... _._....._.__.__....____.__._____.___..._____.........
4. Does the contract involve work by the contractor on City owned property? No
(Note: If Yea, contact Risk Management at (806) 775-2277.)
.._......___.......... __....,_..__._....._._.......-._... _..._......._.......,...._..._...___................._._....,_._....__......._..._ _....._._..._..........._............._....... .............. .......... _............ __...._............. ......._.................... - .......
5. Does the contract involve the purchase of hardware, software, firmware or computer component acquisition? No
(Note: If Yea, A Purchase Requisition from Information Technology is required. Contact IT at (806) 775-2374.)
6. Does the contract involve a purchase valued at $2,500 or more? No
[Note: If Yes, A Purchase Requisition is required. For assistance, contact your Buyer in the Purchasing Department.)
._..... _..._..._...__._.........._......._._.. _ _ _.._-.._..._.........._...._.._..._............... ..----- ............................. ... _....... ........ ........ _._............ ...................
... _............. .__.........
7. Does the contract involve a purchase valued at $25,000 or more? No
[Note: If Yes, Formal Competitive Sealed Bidding is required. For assistance, contact your Buyer in the Purchasing Department.)
8. Does the contract involve Consulting Services valued at $25,000 or more? Yes - SEE NOTE
[Note: If Yes, requires Request for Qualifications. Contact Purchasing Manager (806) 775-2165.)
_...._._........... _.... ...... .... _........ _............. .................._.... ...... __.... ... _.......... ......... ...... _...... _....... _...... ............ _.......... _............... ............. ... ...... _........ _...._....._........... ................... .... ..... ..................... _..... ............. ....._..._.._...... ........................ .......... _....... ......... _.... _._.._._.... ........ _.._... _......
9. Does the contract involve purchase of construction valued at $25,000 or more? No
[Note: If Yes, Requires Payment Bond.]
^_.........
10..Does the contract involve purchasie of construction valued at $100,000 or more? No
_........_._..........._.__._.....__.,.........,.._..._......._...._.._.......
[Note: If Yes, contract requires Performance Bond]
�11. Does the contract include language for Insurance Requirements? No
(Note: If Yes, contact Risk Management at (806) 775-2277.)
__.__.._.._.___..........._.._.._...______.......... ... ....._...._.._......._,-_..........._......._.....___....._..... ....__.__,._....._..._.._.... _... ._...... _.._........_._............. ._._..__..........
_.__..._..._....
12. If state funded, does the contract require language for Chid Support certification? Not Applicable
[Note: If Yes, attach Child Support Certification, form OCA-S-99-25 for state funded acquisition.]
13. If federal or state funded, does the contract include all clauses required by federal or state statutes and executive orders and their
implementing regulations? Not Applicable
_ ........... ....... _........... ..,__._....._........... -.._...._.._....._..._.._.._..... _ _...__._.._._....__.,..__................___....._..._...__...___........... ......... ... _....._........__..__.._..................._........ ... .-..__...... __....._... ..... __.._.._............_._.............. ..._.....
._
14. If the purchase/transaction involves the purchase, lease, acceptance as a gift, etc. of real estate, has an environmental site assessment
(ESA) been performed on the property? Not Applicable
[Note: If No, contact Environmental Compliance at x2880 or x2119.1
Contract Award by City Council (enter applicable information)
Council Date: 1
�09/21/2005 7 Council Agenda Item #: (( Resolution #:
The complete package includes one (1) copy of the completed Contract Cover Sheet (for internal City use only); minimum of three (3)
originals of the contract or amendment; and minimum of three (3) originals of all other certifications and contract addenda. Forward the
complete contract package to Contract Management, Municipal Building Suite 204,for review, approval and contract execution.
Cont actCoverSheetdoc (Rev 06/09/05)
CONTRACT NO.
BANK DEPOSITORY CONTRACT
This DEPOSITORY CONTRACT is made and entered into on the date last herein written by
and between THE CITY OF LUBBOCK, hereinafter called "DEPOSITOR", and WELLS
FARGO BANK TEXAS, N.A., a national banking association, organized under the laws of
the United States and authorized by law to do banking business in TEXAS and now
conducting such business in said State, hereinafter called "BANK", and is as follows:
DEPOSITOR, through action of its governing Board, hereby designates BANK as a
depository for the period beginning November 21, 2005, and continuing through November
20, 2008, with two possible one-year extensions dependent upon Council approval.
II
DEPOSITOR and BANK, by execution of this Depository Contract, hereby designate the
Federal Reserve Bank, hereinafter called "TRUSTEE", to hold in trust, according to the
terms and conditions of this Depository Contract and the attached "Federal Reserve Bank
Operating Circular 8", the collateral and substitute collateral described under said
agreements.
III
During the term of this Depository Contract, the DEPOSITOR will, through appropriate
action of its governing Board, designate the officer, or officers, who singly or jointly will be
authorized to represent and act on behalf of the DEPOSITOR in any and all matters of every
kind arising under this Depository Contract and to (a) execute and deliver to BANK an
electronic fund or funds transfer agreement (and any addenda thereto), (b) appoint and
designate, from time to time, a person or persons who may request withdrawals, orders for
payment or transfers on behalf of DEPOSITOR in accordance with the electronic fund or
funds transfer agreement and addenda and (c) make withdrawals or transfers by written
instrument.
IV
DEPOSITOR'S Request for Application (RFA) dated August 5, 2005 and BANK'S Response to
the RFA dated August 29, 2005 is incorporated herein for all purposes; however, to the extent
that any provision therein conflicts with any provision herein, the DEPOSITOR'S RFA and
the BANK's response to that RFA will control.
V
DEPOSITOR may arrange for time deposits, and BANK may accept and shall hold such
deposits subject to payment in accordance with the terms of the deposit. Interest shall be
calculated at the rate, which BANK has bid for the particular denomination and time period
of said deposit at competitive public bidding for said deposits. Time deposits will mature on
or before the expiration of this Depository Contract. All Time Deposits that mature beyond
the expiration of this Depository Contract will be at non -contractual interest rates negotiated
at the time of purchase.
Depository Contract Page 1
MCI
BANK will be compensated for any and all services rendered to DEPOSITOR under this
Depository Contract on a fee basis. The account analysis shall be received by the fifth
working day of the month. If the DEPOSITOR notes no changes or exceptions within five
working days, the master account may be debited for fees incurred.
VII
All funds on deposit with BANK to the credit of the DEPOSITOR shall be secured by
collateral as provided for in the Public Funds Collateral Act of 1989 as amended (Chapter
2257 of the Texas Government Code) excluding letters of credit. The total market value of
the collateral (which includes accrued interest or income to the extent it is not included in the
market price) securing such deposits will be in an amount at least equal to 102% of the
amount of such deposits plus the amount of any accrued interest thereon and less the
amount that such deposits are insured by an agency or instrumentality of the United States
government. The market value with respect to any securities (collateral) as of any date and
priced on such date will be obtained from a primary dealer. When additional collateral is
required to cover incremental deposits, BANK must receive the request for collateral prior to
10:30 a.m. on the day the deposits are actually received. Twenty-four hours notice is
necessary on incremental deposits in excess of $3 million. It is the responsibility of the
BANK to monitor and maintain collateral and margins on a daily basis.
VIII
BANK has heretofore or will immediately hereafter deliver to TRUSTEE collateral of the
kind and character above mentioned of sufficient amount and market value to provide a
margin of 102% market value on the collateral for the funds of DEPOSITOR deposited with
BANK. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and
retained by TRUSTEE in trust so long as the depository relationship between DEPOSITOR
and BANK shall exist hereunder, and thereafter so long as deposits made by DEPOSITOR
with BANK hereunder, or any portion thereof, shall have not been properly paid out by
BANK to DEPOSITOR or on its order.
IX
TRUSTEE will accept said collateral and hold the same in trust for the purpose herein
stated. See the attached "Federal Reserve Bank Operating Circular 8".
Depository Contract Page 2
X
Should BANK fail at any time to pay and satisfy, when due, any check, draft, or voucher
lawfully drawn against any deposit and the interest on such deposits or in any manner
breach its contract with DEPOSITOR, DEPOSITOR shall give written notice of such failure
or breach to BANK, and BANK shall have three (3) business days to cure such failure or
breach. In the event BANK shall fail to cure such failure or breach within three (3) business
days or should the BANK be declared insolvent by a Federal bank regulatory agency, it shall
be the duty of TRUSTEE, upon demand of DEPOSITOR (supported by proper evidence of any
of the above -listed circumstances), to surrender the above -described collateral to the
DEPOSITOR. DEPOSITOR may sell all or any part of such collateral and out of the proceeds
thereof, pay DEPOSITOR all damages and losses sustained by it, together with all expenses
of any and every kind incurred by it on account of such failure or insolvency, or sale,
accounting to BANK for the remainder, if any, of said proceeds or collateral remaining
unsold.
XI
Any sale of such collateral, or any part thereof, made by DEPOSITOR hereunder may be
either at public or private sale; provided, however, it shall give to both TRUSTEE and BANK
two (2) hours notice of the time and place where such sale shall take place, and such sale
shall be to the highest bidder therefor for cash. DEPOSITOR and BANK shall have the right
to bid at such sale.
XII
If BANK shall desire to sell or otherwise dispose of any one or more of said securities so
deposited with TRUSTEE, it may substitute for any one or more of such securities other
securities of the same market value and of the character authorized herein after approval by
the DEPOSITOR which shall not be unreasonably withheld. Such right of substitution shall
remain in full force and may be exercised by BANK as often as it may desire; provided,
however, that the aggregate market value of all collateral pledged hereunder, shall be at
least equal to the amount of collateral required hereunder. If at any time, the aggregate
market value of such collateral so deposited with TRUSTEE be less than 102% of the total
sum of the DEPOSITOR's funds on deposit with said BANK, BANK shall immediately
deposit with TRUSTEE such additional collateral as may be necessary to cause the market
value of such collateral to equal the total amount of required collateral. BANK shall be
entitled to income on securities held by TRUSTEE, and TRUSTEE may dispose of such
income as directed by BANK without approval of DEPOSITOR.
XIII
TRUSTEE shall promptly forward to DEPOSITOR copies of safekeeping or trust receipts
covering all such collateral held for BANK, including substitute collateral as provided for
herein.
Depository Contract Page 3
XIv
If at any time the collateral in the hands of TRUSTEE shall have a market value in excess of
the required collateral due DEPOSITOR by BANK, the DEPOSITOR shall authorize the
withdrawal of a specified amount of collateral, TRUSTEE shall deliver this amount of
collateral (and no more) to BANK, taking its receipt therefor, and TRUSTEE shall have no
further liability for collateral so redelivered to BANK.
VA-1
Either DEPOSITOR or BANK shall have the right to terminate this Agreement prior to the
expiration date by advance written notice to the other of its election to do so, and this
Agreement shall be void from and after the expiration of ninety (90) days after the receipt of
such notice, provided all provisions of this agreement have been fulfilled.
XVI
When the relationship of DEPOSITOR and BANK shall have ceased to exist between
DEPOSITOR and BANK, and when BANK shall have properly paid out all deposits of
DEPOSITOR, BANK shall notify DEPOSITOR and it shall be the duty of DEPOSITOR to
give TRUSTEE certificate to that effect; whereupon TRUSTEE shall, with the approval of
DEPOSITOR, redeliver to BANK all collateral then in its possession belonging to BANK,
taking its receipt therefor. An order in writing to said TRUSTEE by DEPOSITOR and a
receipt for such collateral by BANK shall be a full and final release of TRUSTEE of all duties
and obligations undertaken by it by virtue of these presents.
Executed 'this 21st day of SeRtember , 2005 under the provisions of FIRREA by the
undersigned duly authorized officers of the parties hereto.
FOR DEPOSITORY BANK:
ATTEST:
Resolution Number # 2005—R0450
THE CI OF L OCK:
MC OUGAL, MAYOR
ATTEST:
-Rebkcca Garza, City Secretary
Depository Contract Page 4
APPROVED AS TO CONTENT:
r
Lee Ann Dumbauld,
City Manager
APPROVED AS TO FORM:
Donald G. I Ta n*Zffv ,
Attorney of Counsel
Attachments: Federal Reserve Bank Operating Circular 8
Wells Fargo Bank Texas, N.A. Application and Bid for Depository
Services
Depository Contract Page 5
Table of Contents Operating
Circular
8
COLLATERAL
Page
1.0 Purpose, Scope and Effect of this Circular ....................................... 1
2.0 Purposes for which Collateral May be Held ...................................... 1
3.0 Definitions..............................................................2
4.0 Terms................................................................2
5.0 National Collateral Monitoring & Customer Service for Certain Treasury Programs........ 4
6.0 Right to Amend..........................................................4
Appendices
Appendix A —Depositary, Financial Agency, and Collateral Agreement ................... 5
Appendix B—Resolution Authorizing Execution of Depositary,
Financial Agency, and Collateral Agreement ...................................... 7
Operating Federal Reserve Bank Operating Circular No. 8
Circular October 23, 2000
8
1.0 PURPOSE, SCOPE
AND EFFECT OF
THIS CIRCULAR
1.1 This Collateral Operating
Circular ("Circular") specifies, in Section
2, the purposes for which the Federal
Reserve Bank of (City) ("this Reserve
Bank"), in its individual capacity and as
Fiscal Agent of the United States, holds col-
lateral as custodian for the benefit of the
Pledgee to which the collateral has been
pledged.
1.2 This Circular also contains, in
Section 4, provisions under which this
Reserve Bank holds collateral in definitive
form for the purposes specified in
Subsections 2.4, 2.5, 2.6, 2.7 and 2.8
of this Circular.
1.3 By requesting this Reserve Bank to
hold collateral as custodian for the benefit
of a Pledgee, a Pledgor agrees to accept and
be bound by all the terms of this Circular,
any other applicable Reserve Bank operating
circulars, and all applicable Treasury regula-
tions and other instructions, such as those
contained in the Treasury Financial Manual
(TFM), as such documents may be amended
from time to time.
1.4 Nothing contained in this Circular
shall be construed as restricting the statutory
authority of the Secretary of the Treasury, or
his designee (the "Secretary"), to direct this
Reserve Bank to provide fiscal agency and
depositary services. In the event of any
conflict or inconsistency between the terms
of this Circular and any directions from the
Secretary, the Secretary's directions shall govern.
1.5 In the event of any conflict or incon-
sistency between this Circular and a Treasury
regulation or other operating circular issued
by this Reserve Bank regarding collateral
held by this Reserve Bank as custodian, such
Treasury regulation or other operating
circular shall govern.Title 31 CFR Part 202
incorporates by reference the terms of this
Circular and provides that the terms of this
Circular are binding on financial institutions
electing to serve as Depositaries and
Financial Agents of the Federal Government.
1.6 Each Federal Reserve Bank has issued
an operating circular identical to this Circular.
2.0 PURPOSES FOR
WHICH COLLATERAL
MAY BE HELD
This Reserve Bank holds collateral as
custodian for the following purposes:
2.1 Pledged to this Reserve Bank or
another Federal Reserve Bank to secure
repayment of an advance made to the
Pledgor or to secure repayment of any other
indebtedness (including intraday or
overnight overdrafts and any penalties and
fees thereon) of the Pledgor to a Federal
Reserve Bank. See this Reserve Bank's
Operating Circular 10.
2.2 Pledged to secure a deposit of funds
of a public entity (including a state, munici-
pality or other political subdivision). See
this Reserve Bank's Operating Circular 7
and Appendix C thereto.
2.3 Pledged to a public official to qualify
an institution to exercise trust powers. See
this Reserve Bank's Operating Circular 7
and Appendix C thereto.
2.4 Pledged to secure bankruptcy funds
on deposit with the Pledgor pursuant to 11
U.S.C. §345 and 31 CFR Parts 225 (formerly
Treasury Circular 154) and 380, each as
amended from time to time.
2.5 Pledged to secure balances held by
the Pledgor in a Treasury Tax and Loan
account pursuant to 31 CFR Parts 203
(formerly Treasury Circular 92) and 380, as
amended from time to time. See this
Reserve Bank's Operating Circular 9.
Operating
Circular
8
2.6 Pledged as security in lieu of a surety
or sureties on a penal or other bond pursuant
to 31 CFR Parts 225 (formerly Treasury
Circular 154) and 380, as amended from
time to time.
2.7 Pledged to secure revenues and funds
of the United States and funds the deposit
of which is subject to the control or regula-
tion of the United States or any of its officers,
agents or employees, held by the Pledgor
pursuant to 31 CFR Parts 202 (formerly
Treasury Circular 176) and 380, as amended
from time to time.
2.8 Pledged for such other purposes as this
Reserve Bank or the Secretary may designate,
3.0 DEFINITIONS
For purposes of Sections 4 and 5 of this
Circular, the following definitions apply:
3.1 "Collateral" means the property,
including securities in definitive form only,
in which the Pledgor has granted a security
interest to the Pledgee.
3.2 "National Customer Service Area"
means the centralized collateral monitoring
and customer service area at the Federal
Reserve Bank of St. Louis (FRB St. Louis).
In this regard, FRB St. Louis acts as a fiscal
agent of the United States.
3.3 "Pledgee" means the United States or
another entity to which Collateral is pledged.
3.4 "Pledgor" means an entity that
has pledged Collateral held in a Restricted
Account.
3.5 "Restricted Account" means an
account at a Federal Reserve Bank (i) used
to hold Collateral; or (ti) in which is
recorded the receipt of an advice of custody
evidencing that Collateral is held by or for
the Pledgor subject to the security interest
of the Pledgee.
4.0 TERMS
4.1 The following provisions set forth
terms pursuant to which this Reserve Bank
holds Collateral in a Restricted Account for
the purposes specified in Subsections 2.4,
2.5, 2.6, 2.7 and 2.8 of this Circular.
Additional terms, as set forth in Treasury
regulations and related documentation avail-
able from this Reserve Bank, may also apply.
4.2 The Pledgor warrants and agrees that:
(a) it is authorized under its charter and
bylaws or similar chartering documents
and under the laws of its chartering
authority to grant to the Pledgee the
security interest in the Collateral, and
such grant of the security interest does
not and will not violate the terms of
any lien or pledge agreement, any other
agreement or any law, regulation, instru-
ment, judgment or decree binding on
the Pledgor or the Collateral;
(b) it is authorized under its charter and
bylaws or similar chartering documents
and under the laws of its chartering
authority to accept and agree to be
bound by this Circular, and such
acceptance and agreement does not and
will not violate the terms of any other
agreement or applicable law,
(c) it has sufficient rights in the Collateral
to grant to the Pledgee the security
interest in the Collateral and, as of the
time of the grant to the Pledgee of the
security interest, and except as to inter-
ests Pledgor identifies in writing to this
Reserve Bank at that time, each part of
the Collateral is free and clear from any
other assignment, security interest,
pledge, lien or encumbrance, including
any financing statement or other docu-
ment filed in any public office, that is
superior to the claim of the Pledgee;
and thereafter the Pledgor will not
assign, pledge, encumber or otherwise
transfer any interest in, nor create or
suffer the creation of any lien against,
any of the Collateral without the prior
written approval of the Pledgee or its
fiscal agent;
Operating
Circular
8
(d) Collateral may be used to satisfy any
claim which the Pledgee has against the
Pledgor;
(e)
it will duly execute and deliver financing
statements and such instruments and
documents, and do such acts and things,
as the Pledgee or its fiscal agent may at
any time reasonably request in order to
enforce, perfect and protect its security
interest in the Collateral and its rights
and remedies with respect to the
Collateral, and upon the request of the
Pledgee or this Reserve Bank, it will
promptly reimburse the Pledgee or this
Reserve Bank for any expense incurred
with respect to any item of Collateral,
including perfecting or maintaining
perfection of the Pledgee's security
interest, and assembling, transporting,
safekeeping, managing, inspecting, or
liquidating Collateral whether it is held
by the Pledgee, this Reserve Bank, a
third -party custodian, or the Pledgor;
(f) the information regarding the Collateral
contained in all forms or other statements
given to the Pledgee is true and complete,
and the Pledgor will immediately notify
this Reserve Bank of any change in
such information;
(g) it will allow the Pledgee or this Reserve
Bank to inspect all records of the Pledgor
relating to the Collateral and to make
and take away copies of such records; and
(h) it will promptly notify this Reserve
Bank of any claim, action or proceeding
affecting title to any portion of the
Collateral, and, at the request of the
Pledgee or this Reserve Bank, appear in
and defend, at the Pledgor's expense,
any such action or proceeding.
4.3 If the Pledgor fails to perform any
covenant, duty or agreement in accordance
with its terms, the Pledgee or this Reserve
Bank may, but shall not be obligated to,
perform or attempt to perform such
covenant, duty or agreement on behalf of
the Pledgor, and any amount expended by
the Pledgee or this Reserve Bank in such
performance or attempted performance
shall at the request of the Pledgee or this
Reserve Bank be promptly reimbursed by
the Pledgor.
4.4 Regarding the shipment of Collateral:
(a) The Pledgor bears the entire risk of loss
of or damage to Collateral in transit to
and from this Reserve Bank.
(b) This Reserve Bank does not maintain
insurance on shipments of Collateral
which it makes except for limited mail
insurance on shipments of Collateral
consisting of securities that are transfer-
able by delivery, at values determined by
this Reserve Bank and at the expense of
the party on whose behalf the shipment
is made.This Reserve Bank does not
maintain insurance on Collateral which
it or another custodian holds.
(c) All postage, insurance costs and other
out-of-pocket expenses incurred by this
Reserve Bank in the shipment of
Collateral on behalf of a party will be
the responsibility of that party The
party on whose behalf expenses are
incurred by this Reserve Bank authorizes
this Reserve Bank to debit such party's,
or its designated correspondent's,
account for all such expenses.
4.5 This Reserve Bank assumes no liability
hereunder except for its performance of the
obligations provided in this Circular.This
Reserve Bank is responsible only for the
exercise of that degree of care with respect
to the Collateral in its custody as it exercises
with respect to its own property.The Pledgor
Indemnifies this Reserve Bank for any claims
of other parties with respect to Collateral
held by this Reserve Bank as custodian.
4.6 Unless otherwise agreed in writing,
this Reserve Bank is not obligated to perform
or not perform any act with respect to
Collateral. In particular, but not exclusively,
this Reserve Bank has no obligation to:
(a) act as escrow agent or in any other
capacity not expressly provided for in
this Circular,
(b) determine the validity of the pledge of
Collateral by the Pledgor to the
Operating
Circular
8
Pledgee, including whether any required
bond, pledge or security agreement has
been executed,
(c) pay assessments as provided under state
or local law; or
(d) inquire into the existence or continu-
ance of the powers or authority of a
public official who is the Pledgee or is
acting on behalf of the Pledgee or the
successors in office to any person
represented to the Reserve Bank as
authorized to act on behalf of the
Pledgee. However, the Reserve Bank
may require a certificate from the proper
authority showing that the public official,
or any person represented to the
Reserve Bank as authorized to act on
behalf of the Pledgee, is and continues
to be so authorized.
5.0 NATIONAL COLLATERAL
MONITORING &
CUSTOMER SERVICE
FOR CERTAIN
TREASURY PROGRAMS
The National Customer Service Area
("NCSA") monitors Collateral pledged
under theTreasury,Tax and Loan ("TT&L")
program (see 31 CFR Parts 203 and 380
and Federal Reserve Bank Operating
Circular 9) and Collateral pledged under 31
CFR Parts 202 (the Circular 176 program)
and 380. Collateral pledged to secure funds
under these programs is held by the
Pledgor's local Federal Reserve Bank (i.e.,
this Reserve Bank), which acts as fiscal
agent of the United States. A financial insti-
tution that desires to serve as a Depositary
and Financial Agent of the Federal
Government within the meaning of 31
CFR Part 202 must submit to the NCSA a
properly executed Depositary, Financial
Agency, and Collateral Agreement
(Appendix A) and Resolution Authorizing
Execution of the Depositary, Financial Agency,
and Collateral Agreement (Appendix B).
The Treasury may direct the NCSA to
assume centralized monitoring and customer
service responsibilities for Collateral pledged
for other purposes (e.g., 31 CFR Parts 225
(the Circular 154 program) and 380) .
5.1 Amount to be Collateralized
under 31 CFR Parts 202 (Circular 176)
and 380. For Collateral pledged under 31
CFR Parts 202 and 380, the Pledgee will
notify the NCSA of the amount a Pledgor
must collateralize.The NCSA will provide
the Pledgee monthly statements reflecting
the amount to be collateralized by each
Pledgor and the actual Collateral value pledged.
The NCSA will release excess Collateral upon
the Pledgor's request, but will not release
Collateral or proceeds if it would result in a
Collateral deficiency or if the Collateral is
needed for otherTreasury purposes.
5.2 Collateral Value Monitoring.
The NCSA will monitor the total value
of Collateral pledged under these Treasury
programs throughout the day based upon
information provided by the Federal
Reserve System's National Book -Entry
System (NBESTm) and Definitive
Safekeeping System (DSS). For most
purposes the NCSA will be the service
contact point for Pledgees and Pledgors.
6.0 RIGHT TO AMEND
This Reserve Bank may amend this Circular
at any time without advance notice.
APPENDIX A
DEPOSITARY, FINANCIAL AGENCY, AND COLLATERAL AGREEMENT
KNOW ALL PERSONS BY THESE PRESENTS:
THAT, WHEREAS, the undersigned, a Depositary and Financial Agent of the Government under
the general designation provided in 31 CFR Part 202 (formerly Treasury Circular 176) , desires to be
authorized by the Secretary of the Treasury to perform certain banking services requested by a
Government agency: and
WHEREAS, such authorization requires, and is contingent upon, the execution by the undersigned of a "Depositary,
Financial Agency, and Collateral Agreement" in such form as the Secretary of the Treasury shall prescribe, and the
giving of satisfactory security, by the pledge of collateral or otherwise, in accordance therewith.
NOW, THEREFORE, in consideration of the foregoing facts, the undersigned agrees as follows:
1. THE UNDERSIGNED HEREBY AGREES to perform such banking services for the Government
(including, but not by way of limitation, any agency or corporation owned or controlled by the
Government, and any officer, agent, or employee thereof while acting in his official capacity) , and faith-
fully discharge such duties, as may now or hereafter from time to time be required by the Secretary of
the Treasury in accordance with 31 CFR Parts 202 and 380, other Treasury instructions, and the Federal
Reserve Banks' Operating Circular 8.
2. THE UNDERSIGNED FURTHER AGREES, for the purpose of insuring and guaranteeing the
faithful performance of all such services and discharge of all such duties, to pledge and at all times while
designated as above set forth, maintain the pledge of collateral security of the classes described, and under
the terms and conditions set forth, in 31 CFR Parts 202 and 380, other Treasury instructions, and the
Federal Reserve Banks' Operating Circular 8, which collateral security shall be in such amount as may
from time to time be required by the Secretary of the Treasury, and such collateral, and any addition
thereto or substitution therefore, shall be deposited with the Treasurer of the United States or with any
Federal Reserve Bank or Branch thereof acting as fiscal agent of the United States, as authorized or
designated by the Secretary of the Treasury.
3. THE UNDERSIGNED FURTHER AGREES that, in the event of its failure to pay, when due, the
whole or any part of the funds deposited with the undersigned, or in the event of the failure for any
reason of the Government or other appropriate person or organization to receive promptly funds to be
transmitted or otherwise handled by the undersigned in the performance of its duties as a Depositary
and Financial Agent of the Government, or in the event that the undersigned shall otherwise violate or
fail to perform any of the terms of this agreement, or in the event of the insolvency of the undersigned,
or the undersigned shall be closed for business by law or by proper corporate action, or in the event that
a receiver, or conservator, or liquidator or any other officer shall be appointed for the purpose of termi-
nating the business of the undersigned, the Secretary of the Treasury, without prior notice or demand,
through such agents as he may designate for the purpose, may forthwith redeem or sell the pledged
collateral, and any addition thereto or substitution therefore, or any part thereof, at either public or
private sale or sales, and apply the proceeds of such redemption or sale or sales, after deducting all
necessary or proper expense of such redemption or sale or sales, to the payment of funds deposited with
the undersigned or the repayment of funds received by the undersigned for transmission or handling, or
both, or any other indebtedness of the undersigned to the Government by reason of the above -mentioned
authorization, any surplus remaining from the proceeds of the redemption or sale or sales of such securities
after payment or repayment in full has been made, to be paid to the undersigned.
4. THE UNDERSIGNED FURTHER AGREES to be bound by (1) the provisions of the equal
employment opportunity clause set forth in Section 202 of Executive Order No. 11246 (42 U.S.C.
2000e note), as amended by Executive Order 11375, and the regulations issued pursuant thereto (41
CFR Chapter 60 and 10-12.8) in the manner and to the same extent as if their provisions were set forth
herein, and certifies that it does not maintain or provide for employees any facilities which are segregated
on the basis of race, creed, color, or national origin at the main office or any branch office; and (2) the
provisions of the General Services Administration regulations for the promotion of employment of
disabled and Vietnam era veterans (41 CFR Subpart 1-12.11), in the same manner and to the same
extent as if their provisions were set forth herein.
The provisions set forth in this Depositary, Financial Agency, and Collateral
Agreement are supplemented by 31 CFR Parts 202 and 380, other Treasury instructions, and the Federal
Reserve Banks' Operating Circular 8.
IN WITNESS WHEREOF, the undersigned has caused the signature
corporate seal duly attested to be affixed hereto this day of _
intending to be legally bonded hereby.
Name of Bank, City, State
Bank ABA/RTN #
Signature & Title of Officer Executing
Attest:
Signature & Title
FMS FORM 5903
DEPARTMENT OF THE TREASURY
FINANCIAL MANAGEMENT SERVICE
APPENDIX B
RESOLUTION AUTHORIZING EXECUTION OF
DEPOSITARY, FINANCIAL AGENCY, AND COLLATERAL AGREEMENT
THIS IS TO CERTIFY, that at a meeting of the Board of Directors of
held on , 20 , the
following resolution was duly adopted:
1.
"RESOLVED, that the President, or anyVice President, or Cashier, of this bank is hereby authorized to
execute on behalf of this bank the 'Depositary, Financial Agency, and Collateral Agreement', such
execution to be under seal and with the attestation of an officer of this bank other than an officer executing
the Agreement,"
2. "RESOLVED FURTHER, that any of such officers of this bank is authorized to
form on behalf of this bank such agreements to supplement, amend, or modify the
`Depositary, Financial Agency, and Collateral Agreement' as may from tinrie to time
approved by the Secretary of the Treasury."
3. "RESOLVED FURTHER, that the
4.
of this bank , and each of them severally, are hereby
deposit collateral security at the place designated b}
such amounts, of such classes, and at such times 0
suant to the terms and conditions of the'De
referred to herein above, 31 CFR Parts 20
Reserve Banks' Operating Circular 8, tc #a
of such 'Depositary, Financial AgencyY ollatera
authorized to withdraw any or all of Onji-i al s
of the Treasury or a Federal Reserve Barif `; as
exchanges in the said collateral h tirn}
Secretary of the Treasury or Eristaees "
iuthorized�treasury
;'from time to time, to
tea Secretary of't� of the United States in
�rc uired 4 Secretary of the Treasury, pur-
i€tgenciit pllateral Agreement'
other'=,es
y insti ttlons, and the Federal
the puretforth in, and subject to all the terms
�A ement', and that the said officers are further
i c bsited, subject to prior approval of the Secretary
3st a1 agent, and further, to make substitutions and
may deem necessary, subject to approval of the
f jfi7tly or severally to sell, assign, and transfer any or all United States or other
ki drawn under authority of the foregoing resolution, and to appoint one or
'purpose, hereby revoking any previous authorization with respect to the bonds
not derogating from any previous authorization with respect to any other bonds."
5. "RESOLVED FURTHER, that nothing contained in this resolution shall be deemed to affect any
authority heretofore granted with respect to two percent Depositary Bonds by any resolution adopted or
any revision thereof, or to render unnecessary the adoption of such resolution in connection with
subscriptions for such bonds."
Certified By:
Signature Date (SEAL)
Type or Print Name & Title of Certifying Officer
*The officer certifying this resolution shall have such authority and shall not be designated under num-
bered paragraph 3 hereof.
FMS FORM 5902
DEPARTMENT OF THE TREASURY
FINANCIAL MANAGEMENT SERVICE
WellsOnes" Commercial Card Agreement
This Agreement (the "Agreement") governs the WellsOne Commercial Card ("Card") issued by Wells Fargo Bank, National
Association ("Wells Fargo") for use by City of Lubbock ("Customer") and its designated employees, affiliates, agents and
representatives ("Cardholders"). The WellsOne Commercial 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 WellsOne Commercial Cards issued to Customer, Cardholders and the associated accounts. The transactions
made using the Card constitute extensions of credit by Wells Fargo to Customer and not to individual employees, or agents of
Customer. Customer will utilize the WellsOne Commercial Card program solely to accomplish public purposes for and on behalf
of the City of Lubbock. Customer's participation in the WellsOne Commercial Card program does not constitute an illegal
lending of credit by Customer to Customer's employees and/or agents with authority to use a Card for such public purposes. In
order to participate in the WellsOne Commercial Card program, Customer shall at all times maintain ten (10) or more Cards.
Attachment A (Program Information), Attachment B (Program Administrator) and Attachment C (Fee Schedule) are incorporated
into this Agreement. Attachment D (End User License) is applicable and incorporated into this Agreement if Customer is
receiving software, documentation, media and/or related printed materials in any form in association with the WellsOne
Commercial Card program, and any update, upgrades or new versions thereof.
1. Promise to Pay; Credit Limit. Except as otherwise provided 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 or as otherwise agreed to by Customer. 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 charged on the Card as a result of purchases,
other transactions, fees, charges, costs and expenses by debiting Customer's Wells Fargo Demand Deposit Account as indicated
on Attachment A (the "Account"), on the third calendar day (or the prior Business Day if the calendar day is not a Business Day)
following the date of each WellsOne Commercial Card billing statement provided to Customer; but 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
Wells Fargo Demand Deposit Account at any time for any fees, charges, costs and expenses as set forth in Attachment C or as
otherwise agreed to by Customer. The Wells Fargo Demand Deposit Account shall be used for the purpose of settling WellsOne
Commercial 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 it receives 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 WellsOne Commercial 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 1 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 is no longer authorized to use the Card (for example, upon termination of employment).
Notification shall be made by Customer calling the customer service number most recently provided by Wells Fargo, followed by
delivery of written confirmation 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. Visa Liability Waiver Program. Customer may be eligible for coverage under Visa's Liability Waiver Program which
provides coverage against employee misuse of the Card. Customer should consult the Visa Liability Waiver Program brochure
available upon request from Wells Fargo for terms and conditions of coverage. Customer acknowledges that Wells Fargo is not
1
06/02
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.
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 properly accrued under this Agreement, or (iv) the transaction is disputable with the honoring merchant under
applicable Visa 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 item(s) first appears. The request to Wells Fargo must be in writing and contain the following
information: Cardholder name; Card account number; 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 properly 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 Visa rules, Wells Fargo shall attempt to charge the
transaction back to the merchant in accordance with Visa 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. Wells Fargo or Customer may terminate the Agreement or Card with or without cause upon 30
days prior written notice. However, Wells Fargo may immediately terminate the Agreement or 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. If Wells Fargo
terminates the Agreement, Customer agrees to destroy all Cards issued to Customer. If the Agreement is terminated for any
reason, Customer will continue to be responsible for full payment of the current balance on the Card and all purchases, fees and
charges incurred before termination that post after termination. In addition, upon termination, any unpaid balances on the Cards
shall become immediately due and payable, and Wells Fargo may immediately debit the Account for payment of such balances.
Customer will also continue to be responsible for all fees and charges associated with recurring transactions that are posted after
the date of termination. 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 or via the Internet 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 or any other claims
whatsoever arising in any way out of: (i) Customer's use of the Card; (ii) the unavailability of WellsOne Commercial Card reports
or authorizations as a result of circumstances beyond Wells Fargo's control (such as, without limitation, fire, flood, or disruption
of power, phone or computer service); or (iii) transmission errors or data security issues on the part of Visa or any other third
party service providers in connection with transaction files sent to Customer or its designate.
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 Wells Fargo Demand Deposit Account number
upon an authorized officer's notice in writing or via the Internet to Wells Fargo.
10. International Transactions. If a Card is used to engage in a transaction outside the United States, the network that handles
the transaction will convert the local currency amount of the transaction to U.S. Dollars (or in the case of a POS purchase, the
merchant that handles the transaction may convert the currency). If the network converts the currency, it will use either a rate
selected by the network from the range of rates available in wholesale currency markets for the applicable processing date, which
may vary from the rate the network itself receives, or the government -mandated rate, in effect for the applicable central processing
date. If the merchant that handles the POS purchase converts the currency, the merchant will determine the currency conversion
rate. For each purchase transaction in a foreign currency, Wells Fargo will charge a Foreign Currency Conversion Fee of 1 % of the
amount in U.S. Dollars that was provided by the applicable network to Wells Fargo.
11. End User License. If Customer elects to use Software (as that term is defined in Attachment D) provided by Wells Fargo in
connection with this Agreement, Customer accepts and agrees to abide by the terms and conditions of the End User License
06/02
Agreement incorporated as Attachment D. Attachment D does not apply if Customer elects to use the Commercial Card Expense
Reporting Internet tool and does not obtain any software.
12. Financial Information. At Wells Fargo's request, Customer shall provide current certified financial 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 Information." 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 and
Proprietary Information is not meant to include any information which, at the time of disclosure, is generally known by the public
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. The parties acknowledge and agree that Customer is a governmental
agency and is subject to the Texas Public Information Act and is therefore subject to attorney general and court rulings and orders
made pursuant to the Texas Public Information Act.
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 Texas 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.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authoriz:ed Officer.- Ucunq
Sienatur
i
Title:�♦ i.• •�
Date: 2 — 21 — C LO
City of Lubbock
"CUSTOMER"
06/02
WELLSONEsM COMMERCIAL CARD AGREEMENT
ATTACHMENT A
PROGRAM INFORMATION
CUSTOMER NAME: City of Lubbock
TAX I.D.: 75-6000590
ADDRESS: 1625 13th Street
Lubbock, TX 79457
NAME(S) OF PROGRAM ADMINISTRATOR(S): Christie Lord
(ADDITIONAL INFORMATIONREQUIREDONAITACNMENTB) Pam Moon
Andy Burcham
INITIAL CREDIT LIMIT: $
WELLS FARGO DEMAND DEPOSIT ACCOUNT NUMBER AND ROUTING NUMBER: 4000047951 121000248
Account Number Routing Number
BILLING STATEMENT CYCLE:
WEEKLY WITH 3 DAYS TO PAY
06/02
WELLSONEsM COMMERCIAL CARD AGREEMENT
ATTACHMENT B
PROGRAM ADMINISTRATOR
City of Lubbock
The Attachment B to the Contract may be updated at a later date, however it will replace the original Attachment B and all current
Program Administrators of the Customer must be included.
Customer Name:
Program Administrator 1 (Primary):
Christie Lord
(Name/Title)
P O Box 2000(Mailing Address 1)
Lubbock, TX 79457(City, State, Zip Code)
806.775.2172
(Telephone)
clord@mylubbock.us
(Email Address)
Program Administrator 3 (Secondary):
Andy Burcham
(Name/Title)
P O Box 2000
(Mailing Address 1)
Lubbock, TX 79457
(City, State, Zip Code)
806.775.2149
(Telephone)
aburcham@mylubbock.us
(Email Address)
February 20, 2006
Program Administrator 2 (Secondary):
Pam Moon
(Name/Title)
P O Box 2000
(Mailing Address 1)
Lubbock, TX 79457
806.775.3273 (City, State, Zip Code)
(Fax)
806.775.2148 806.775.3273
(Telephone) (Fax)
pmoon(amylubbock.us
(Email Address)
Program Administrator 4 (Secondary):
(Name/Title)
(Mailing Address 1)
806.775.2051 (City, State, Zip Code)
(Fax)
(Telephone) (Fax)
(Email Address)
(add additional pages as necessary)
Program Administrator designated to receive all WellsOne Commercial Card Visa Cards: Christie Lord
The undersigned a horized officer of tourer certifies that the
foregoing is true correct and t e Program Administrators listed
above are autho ' d to act on ust er's behalf and are vested with the
authority set f h i ecti of a Agreement.
By:
-f9ifnature tlfAutth'orized Officer)
Title: 1' l A VO 12_ (mil Y y or J„
Date:
06/02
WELLSONEsm COMMERCIAL CARD AGREEMENT
ATTACHMENT C
FEE SCHEDULE
February 20, 2006
Customer Name: City of Lubbock
The following pricing is based on an annual net purchase volume estimate of $ 2,500, 000, 00 and an average transaction size
of $150.00. If either of these variables is not met, Wells Fargo reserves the right to amend the pricing as necessary.
ONE TIME FEES:
Set-up fee $ 2,500.00 - WAIVED
On -site Implementation Fee $ Not Selected
Software $ Not Selected
RECURRING FEES:
Program maintenance $ WAIVED /Month
Card Issuance $ 15.00 - WAIVED /Account
Transaction Fee $ WAIVED /Transaction
Reporting Solution $ CCER Monthly Maintance Fee $100.00 /Month
All recurring fees will be waived when the monthly purchase volume exceeds $2, 500, 000.00 and
an average transaction size of $150.00.
No monthly fees will be charged through the pilot period ending September 2006.
MISCELLANEOUS FEES:
Card Artwork
Off -Line Reports
Express Card
Phone Re -Training
$ 250.00 - WAIVED
$150.00 /Report
$10.00 /Incident
$175.00 /Incident
The City of Lubbock will not utilize ACH reimbursement for out-of-pocket expenses.
For those customers who opt to use the Commercial Card Expense Reporting solution, accessed through the Commercial
Electronic Office (CEO), separate CEO access charges may apply.
06/02
WELLSONEsM COMMERCIAL CARD AGREEMENT
ATTACHMENT C
REVENUE SHARE CALCULATION
Revenue Share Schedule:
Revenue Share will be paid in January on previous calendar year volume.
Net Purchase volume* Revenue Share
$ 0 to $ 2,999,999 0 basis points (bps)
$ 3,000,000 to $ 4,999,999 65 bps
$ 5,000,000 to $ 9,999,999 90 bps
$ 10,000,000 to $14,999,999 105 bps
$15,000,000 to $19,999,999 115 bps
$ 20,000,000 to $ And Greater 120 bps
$ to $ bps
The applicable Revenue Share amount shall be applied retroactively to the Net Purchase volume for the previous year. The initial
Revenue Share amount for the first year of this Agreement will be calculated based upon the first year's Net Purchase volume and
using the Revenue Share amount in the above table regardless of the prime interest rate fluctuation adjustments as described below.
No Revenue Share shall be owed for the previous year if Customer terminates this Agreement prior to the anniversary date. No
Revenue Share shall be owed for the previous year if the Customer's average transaction size falls below $ 150.00.
Beginning January 2006 and annually thereafter ("anniversary date"), the revenue share amounts specified in Attachment C shall be
reviewed and calculated based upon the Prime Rate(s) as reported in The Wall Street Journal during the year preceding the applicable
anniversary date. The revenue share amounts shall be reduced by 10 basis points (.10%) if the Prime Rate as reported in The Wall Street
Journal is nine percent (9%) or greater. The revenue share amounts shall be reduced by an additional 10 basis points for each additional 1
percent (1%) incremental increase in the Prime Rate above nine percent (9%). This revenue share adjustment will apply to accruals
beginning the month after the Prime Rate first reached nine percent (9%). In no event, however, will the revenue share amounts be less
than zero. We will use the highest Prime Rate published in the "Money Rates" column of The Wall Street Journal at the end of each
month. If the Prime Rate is not published or is otherwise unavailable on the dates when this determination is scheduled to be made, the
Prime Rate we will use will be the Prime Rate first reported thereafter. If in the future the Prime Rates are not published in The Wall
Street Journal, whether temporarily or permanently, we may select a substitute index that we believe to be similar to the Prime Rate.
*Total volume minus credits. Wells Fargo reserves the right to segregate large ticket transactions (as qualified by Visa as
applicable) from purchase volumes for Revenue Share calculation purposes. If a different revenue share schedule is to be applied
to these segregated transactions, it will be separately negotiated between the parties.
06/02
WELLSONE COMMERCIAL CARb AGREEMENT
ATTACHMENT D
WELLS FARGO END USER LICENSE AGREEMENT
City of Lubbock
February 20, 2006
This agreement (the "License Agreement") is effective as of the date of the WellsOne Commercial 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 WellsOne Commercial Card program, 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 Customer's acceptance of the terms of this
License Agreement. If the Customer does 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 1
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 WellsOne Commercial 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 (iii) 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, if applicable. 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, if applicable.
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.
06/02
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 OTHERWISE PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTIBILITY, 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 use 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, USE 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 HAVE 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 RIGHTS
The Software is provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by the U.S. Government is subject
to restrictions set for in subdivision (c)(1)(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
TERMINATION
This License Agreement shall terminate automatically upon Customer's termination of the WellsOne Commercial 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
GENERAL
This License Agreement will be governed by the laws of the State of Texas, 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.
06/02