HomeMy WebLinkAbout20180480.tiffAMENDMENT TO WELLSONE® COMMERCIAL CARD AGREEMENT
This Amendment to WellsOne® Commercial Card Agreement (this "Amendment") is made and entered into effective as
of February 12, 2018 (the "Effective Date"), by and between Wells Fargo Bank, N.A. ("Wells Fargo") and Weld County
Colorado ("Customer"). Wells Fargo and Customer have entered into that certain WellsOne® Commercial Card
Agreement dated on or about August 11, 2005, (as the same may have been amended, supplemented or restated from time
to time the "Agreement"); and desire to amend the Agreement as more particularly set forth herein. In exchange for the
mutual promises and agreements hereinafter set forth, and for other good and valuable consideration, and intending to be
legally bound hereby, Customer and Wells Fargo hereby agree as follows:
1. Incorporation and Effect. This Amendment and all Attachments are hereby made a part of and
incorporated into the Agreement as though fully set forth therein. As supplemented by the terms and conditions
set forth in this Amendment, the provisions of the Agreement shall remain in full force and effect, provided that,
in the event of a conflict between any provision of this Amendment and any provision of the Agreement, the
provision of this Amendment shall control.
2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the
same meanings as set forth in the Agreement.
3. Revenue Share Calculation. The Agreement is hereby amended by deleting the existing Attachment
C-2 ("Revenue Share Calculation") in its entirety and replacing it with the following new Attachment C-2
("Revenue Share Calculation") attached hereto.
4. Miscellaneous. This Amendment, together with the provisions of the Agreement not expressly
inconsistent herewith, constitutes the entire agreement between the parties with respect to the matters addressed
herein, and shall supersede all prior oral or written negotiations, understandings and commitments. This
Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall be deemed to constitute one and the same agreement. A facsimile and other copy
of this Amendment with facsimile or copied signatures shall have the full force and effect of the original for all
purposes, including the rules of evidence applicable to court proceedings.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Authorized Officer: Jona an Narlock
Weld County Colorado
Authorized Officer: Steve Moreno
Signature: , Signature:
l
Chair, Board of Weld
Title: Vice President Title: County Commissioners
Date: 2/12/2018 Date: FEB 14 2018
tot-c,66qa)
2018-0480
,000201
WELLSONE® COMMERCIAL CARD AGREEMENT
ATTACHMENT C-2
REVENUE SHARE CALCULATION
CUSTOMER NAME: Weld County Colorado
February 12, 2018
Revenue Share will be paid within forty-five (45) days following the end of each Program Year on Net Purchase Volume
for such Program Year. For purposes of this Attachment C-2, "Program Year" shall mean the twelve month period
beginning January 1 and ending December 31.
Standard Revenue Share Schedule
Net Purchase Volume* Revenue Share
$ 0
$ 1,500,000
$ 3,000,000
$ 4,000,000
$ 6,000,000
$ 8,000,000
$ 10,000,000
$ 12,500,000
$ 15,000,000
$ 20,000,000
to $ 1,499,999
to $ 2,999,999
to $ 3,999,999
to $ 5,999,999
to $ 7,999,999
to $ 9,999,999
to $ 12,499,999
to $ 14,999,999
to $ 19,999,999
to $ And Above
0 Basis points (bps)
90 bps
125 bps
130 bps
140 bps
145 bps
150 bps
155 bps
160 bps
165 bps
Custom Interchange Revenue Share Schedule
Net Purchase Volume* of Custom Interchange Transactions Revenue Share
$ 1.00 and above 70 - basis points (bps)
Commencing with the Program Year ending December 31, 2018 and annually thereafter ("Anniversary Date"), the Revenue
Share amount to be paid to Customer (if any) shall be calculated and applied retroactively by multiplying the applicable
Revenue Share bps times the Net Purchase Volume for the previous Program Year. No Revenue Share shall be owed for the
previous Program Year if: (i) Customer terminates this Agreement prior to the Anniversary Date, or (ii) Wells Fargo
terminates this Agreement for an Event of Default prior to the Anniversary Date. No Revenue Share shall be owed for the
previous Program Year if the Customer's average transaction size for such Program Year is less than $250.
* "Net Purchase Volume" shall mean total volume minus credits and cash advances (if applicable). Wells Fargo will
segregate or exclude Custom Interchange Transactions as defined and described below and as qualified by Visa® or
MasterCard®, as applicable. The term "Custom Interchange Transaction" as used herein shall mean (i) certain transactions
subject to select large ticket transaction requirements, qualified and determined by Visa or MasterCard®, as applicable, in its
sole and absolute discretion and (ii) transactions with merchants participating in promotional interchange programs offered
by Visa® or MasterCard® (including the Visa Partner Program or the MasterCard Partner Program) that qualify for non-
standard promotional interchange rates. Such Visa® or MasterCard®, as applicable, large ticket transaction qualification
requirements for large ticket interchange shall include, but not be limited to, custom payment service qualification with Level
II and Level III data included with the transaction. Notwithstanding anything to the contrary contained herein, Wells Fargo
may, in its reasonable discretion, exclude any Custom Interchange Transaction for which the interchange rate is below a
minimum threshold established by Wells Fargo for purposes of Revenue Share calculation.
The following terms and conditions shall apply under this Attachment: i) Customer must obtain an annual minimum Net
Purchase Volume of $1,500,000 per Program Year, which may include Custom Interchange Transactions, to receive a
Revenue Share payment under this Attachment, and ii) if such Custom Interchange Transactions are segregated, the Custom
Interchange Revenue Share Schedule will apply to the Net Purchase Volume for such segregated transactions.
If Customer utilizes the MasterCard® Payment GatewayTM: (i) any transaction in an amount greater than or equal to
$100,000.00 made using the MasterCard® Payment GatewayTM will not be included in Customer's Net Purchase Volume, as
a Custom Interchange Transaction or otherwise, for purposes of calculating Revenue Share payable to Customer hereunder and
no Revenue Share will be payable to Customer in respect of any such transaction; and (ii) any transaction in an amount below
$100,000.00 made using the MasterCard® Payment GatewayTM will be included in Customer's Net Purchase Volume for
purposes of calculating Revenue Share payable to Customer hereunder and, subject to the conditions herein with respect to
Customer's eligibility to receive a Revenue Share payment, will be separately segregated and paid at a rate separately agreed
in writing by the parties, or in the absence of such written agreement, at the rate set out in the MasterCard® Payment GatewayTM
Service Description.
Esther Gesick
From:
Sent:
To:
Subject:
Attachments:
Barb Connolly
Monday, February 12, 2018 9:32 AM
Esther Gesick
FW: Commercial Card Program Review: Weld County Colorado - follow-up
Weld County CO - C2 update_20180210_RM Signed.pdf
I think we have put this on consent agenda in the past. This is update to the share back agreement with Wells Fargo on
Purchase Cards and A/P control payments.
Let me know.
Vann e0"oP.4, ei
Barbara Connolly, CPA
Weld County Government
Controller
1150 O Street
Greeley, CO 80631
(970) 400-4445
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From: vicki.m.gordon@wellsfargo.com [mailto:vicki.m.gordon@wellsfargo.com]
Sent: Monday, February 12, 2018 9:03 AM
To: Barb Connolly <bconnolly@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com>
Cc: John.Allen@wellsfargo.com; Jonathan.Narlock@wellsfargo.com
Subject: RE: Commercial Card Program Review: Weld County Colorado - follow-up
Barb and Chris,
Thanks so much for your time on Thursday! It was great to meet both of you in person. Congratulations
again on such a great SAO campaign. I'm excited to see what 2018 has in store for the program. As a
follow-up, I have attached the new revenue share schedule for review and execution. Once signed, please
email a copy back to me.
We discussed the possibility of another SAO campaign for suppliers that weren't part of the original
campaign. We can do this at any time. In order to get started I will need some basic information on each
supplier: name, address, phone number, vendor #, annual spend and annual payment count. In addition
to these suppliers, I would also encourage you to review those that were part of the original campaign
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that we were unable to contact to see if there are any key suppliers that you want to try reaching out to
directly.
I think that covers everything I had in my notes. Let me know if you have any questions, or I missed
anything. I look forward to working with you on growing your Commercial Card program, and helping to
achieve your accounts payable goals.
Thanks!
Vicki Gordon - CPCP, APPSC
Vice President, Payables Account Manager
Payables Consulting and Account Management Team
WelisOne® Commercial Card
Wells Fargo Bank, N.A 11700 Lincoln Street, 8th Floor I Denver, CO 80203
MAC C7300-080
Ph: 303-863-6817 I Cell 303-819-0719 I Fax: 1-866-562-9723
vick i.m.gordonnwel Isfargo.com
24 Hour Customer Service: 1-800-932-0036
Original Appointment
From: Gordon, Vicki (Commercial Card)
Sent: Wednesday, January 24, 2018 8:57 AM
To: Gordon, Vicki (Commercial Card); Allen, John; Barb Connolly; Chris D'Ovidio; Narlock, Jonathan
Subject: Commercial Card Program Review: Weld County Colorado
When: Thursday, February 08, 2018 1:00 PM -2:00 PM (UTC-07:00) Mountain Time (US & Canada).
Where: 1150 O Street Greeley, CO 80631
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