HomeMy WebLinkAbout20170941.tiffRESOLUTION
RE: APPROVE AMENDMENT TO WELLSONE COMMERCIAL CARD AGREEMENT
CONCERNING REVENUE SHARE CALCULATION AND AUTHORIZE CHAIR TO SIGN
- WELLS FARGO BANK, N.A.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Amendment for Revenue Sharing
Calculations to Wellsone Commercial Card Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Accounting Department, and Wells Fargo Bank, N.A., commencing March 13, 2017 with further
terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Amendment for Revenue Sharing Calculations to Wellsone
Commercial Card Agreement between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Accounting Department, and
Wells Fargo Bank, N.A. be and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 3rd day of April, A.D., 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COJJNTY, COLO'ADO
ATTEST: Wd2ita/t) C;ii
Weld County Clerk to the Board
BY:
w
puty Clerk to the Boa
APPROV A
ounty ttorney
it
Steve Moreno, Pro -Tern
Sean P. Conway
Mike Freeman
A44 (1sC,
bara Kirkmeyer
Date of signature: L((t(7
Cc ac_-rCec)
2017-0941
AC0022
AMENDMENT TO WELLSONE® COMMERCIAL CARD AGREEMENT
This Amendment to WellsOneti) Commercial Card Agreement (this "Amendment") is made and entered into effective
as of March 13, 2017 (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:
Signature: ► `
Title: I V c� 9c.a 4: L .4
Date: 7/27/201-1
Weld County Colorado
Authorized Officer: ,yulie A. zad
Signatur
tta`ir, Board o
Title: County Cgmnissj.a>3
Date: APR 0 3 2017
2017-0941
WELLSONE® COMMERCIAL CARD AGREEMENT
ATTACHMENT C-2
REVENUE SHARE CALCULATION
CUSTOMER NAME: Weld County Colorado
3/13/2017
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
S 0
$ 1,500,000
$ 3,000,000
$ 4,000,000
$ 7,000,000
$ 10,000,000
$ 12,500,000
to $ 1,499,999
to $ 2,999,999
to S 3,999,999
to $ 6,999,999
to $ 9,999,999
to $ 12,499,999
to $ And above
0 Basis points (bps)
75 bps
103 bps
113 bps
120 bps
125 bps
130 bps
Custom Interchange Revenue Share Schedule
Net Purchase Volume* of Custom Interchange Transactions Revenue Share
$ 1.00 and above 60 - basis points (bps)
Commencing after the Program Year ending December 31, 2017 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 Sharesjtall hi -coated
for the previous Program Year if the Customer's average transaction size for such Program Year is less than $200. '
* "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 lI 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 S 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.
AMENDMENT TO WELLSONE COMMERCIAL CARD AGREEMENT
APPROVED AS O 9ILIBSTA E:
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APPROVED AS TO FORM:
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