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<br />WellsOne@ Commercial Card Agreement
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<br />This Agreement (the "Agreement") governs the WellsOne Commercial Card ("Card") issued by Wells Fargo Bank, National
<br />Association ("Wells Fargo") for use by Cass County Government ("Customer") and its designated employees, affiliates,
<br />agents and representatives ("Cardholders"). The WellsOne Commercial Card may be used for Customer's purchasing, travel and
<br />entertainment, and fleet purchases, to the extent such functionality is offered by Wells Fargo, requested by Customer, and
<br />approved for Customer. The Card will be used for business purposes only. In this Agreement, "Card" refers, individually and
<br />collectively, to all WellsOne Commercial Cards issued to Customer, Cardholders and the associated accounts. The transactions
<br />made using the Card constitute extensions of credit by Wells Fargo to Customer and not to individual employees, or agents of
<br />Customer. In order to participate in the WellsOne Commercial Card program, Customer shall at all times maintain ten (10) or
<br />more Cards. Attachment A (Program Information), Attachment B (Program Administrator) and Attachment C (Fee Schedule)
<br />are incorporated into this Agreement. Attachment D (End User License) is applicable and incorporated into this Agreement if
<br />Customer is receiving software, documentation, media and/or related printed materials in any form in association with the
<br />WellsOne Commercial Card program, and any update, upgrades or new versions thereof.
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<br />1. Promise to Pay; Credit Limit. Except as otherwise provided in the "Liability for Unauthorized Use" Section below,
<br />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
<br />forth on the Fee Schedule provided by Wells Fargo or as otherwise agreed to by Customer. Customer also agrees to pay all costs
<br />and expenses, including any reasonable attorney's fees, incurred by Wells Fargo in enforcing this Agreement. Customer agrees
<br />that the total of all transactions charged to all Cards outstanding at any time shall not exceed the Credit Limit specified in
<br />Attachment A, or as may be changed from time to time. Wells Fargo may change the Credit Limit at any time and will promptly
<br />notifY Customer. Termination or expiration of this Agreement does not terminate Customer's obligation for all amounts owed
<br />pursuant to this Agreement.
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<br />2. Debit Authorization. Wells Fargo is authorized and directed to pay all amounts charged on the Card as a result of
<br />purchases, other transactions, fees, charges, costs and expenses by debiting Customer's Wells Fargo Demand Deposit Account as
<br />indicated on Attachment A (the "Account"), on the seventh business day, following the date of each WellsOne Commercial
<br />Card billing statement provided to Customer; but in no case will such payment be made sooner than one calendar day after the
<br />day the billing statement is provided to Customer.] Wells Fargo may debit the Wells Fargo Demand Deposit Account at any
<br />time for any fees, charges, costs and expenses as set forth in Attachment C or as otherwise agreed to by Customer. The Wells
<br />Fargo Demand Deposit Account shall be used for the purpose of settling WellsOne Commercial Card transactions and payoffs of
<br />fees but shall be subject to the terms and conditions of any netting and other agreements between Customer and Wells Fargo
<br />governing that account and any linked accounts. A "Business Day" shall be any day (except Saturday or Sunday) that Wells
<br />Fargo is open for business.
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<br />3. Program Administrator. Wells Fargo will require, and is authorized to rely on, written instructions it receives from the
<br />Customer's Program Administrator(s) named on Attachment B with regard to the following matters, without limitation: issuance
<br />of individual Cards to Cardholders, establishment of and changes to credit limits on individual Cards, notification of disputed
<br />transactions, and termination of individual Cards. Customer may substitute, remove or designate additional Program
<br />Administrators by written notice to Wells Fargo signed by an authorized officer of Customer. Notwithstanding any other
<br />provision of this Agreement to the contrary, if Customer enrolls to administer its WellsOne Commercial Card program using the
<br />Internet to access Card information, Customer agrees that the primary Program Administrator named on Attachment B has full
<br />authority to substitute, remove or designate additional Program Administrators, each of whom has the full authority of a
<br />Program Administrator including authority to designate other Program Administrators, and that written notice signed by an
<br />authorized officer of Customer is required only to substitute the primary Program Administrator. The Program Administrator
<br />named as Program Administrator I on Attachment B shall be considered the primary Program Administrator.
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<br />4. Liability for Unauthorized Use. Customer shall be liable for all unauthorized use of the Card in any amount at any time,
<br />unless and until Customer has notified Wells Fargo that the Card or Card number has been lost, stolen or misappropriated or that
<br />the person or vehicle in whose name the Card has been issued is no longer authorized to use the Card (for example, upon
<br />termination of employment). Notification shall be made by Customer calling the customer service number most recently
<br />provided by Wells Fargo, followed by delivery of written confirmation signed by the Program Administrator. Customer shall be
<br />responsible for full payment of all purchases, fees and charges incurred prior to such notification, regardless of when actually
<br />posted to Customer's account.
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<br />5. Visa Liability Waiver Program. Customer may be eligible for coverage under Visa's Liability Waiver Program which
<br />provides coverage against employee misuse ofthe Card. Customer should consult the Visa Liability Waiver Program brochure
<br />available upon request from Wells Fargo for terms and conditions of coverage. Customer acknowledges that Wells Fargo is not
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<br />04/07
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