HomeMy WebLinkAbout20170942.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR SUPPLIER ANALYSIS AND ONBOARDING
COMMERCIAL CARD CONVERSION SERVICES 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 Agreement for Supplier Analysis and
Onboarding Commercial Card Conversion Services 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 24, 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 Agreement for Supplier Analysis and Onboarding Commercial Card
Conversion Services 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, nunc pro tunc March 24, 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COj4NTY, COLORPO
ATTEST. 'dar;ok,
Weld County Clerk to the Board
BY:
APP
y ;
uty Clerk to the Board
ttorney
Date of signature: q foo/t 1
Julie A. Cozad, Chai
Steve Moreno, Pro-Tem
cc. : QC T C BG)
L-1/ e51 I -7
arbara Kirkmeyer
2017-0942
AC0022
WELLS FARGO SUPPLIER ANALYSIS & ONBOARDING
COMMERCIAL CARD CONVERSION SERVICE DESCRIPTION
1 ivI:(i(
This Wells Fargo Supplier Analysis & Onboarding Service Description (this "Service Description") is
made and entered into effective as of March 24, 2017 (the "Effective Date"), by and between Wells
Fargo Bank, N.A. ("Wells Fargo") and Weld County Colorado ("Customer"). 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. Introduction. This Service Description hereby is made a part of, and incorporated into the
WellsOne® Commercial Card Agreement (as the same may have been and may be amended,
supplemented or restated from time to time, the "Agreement") by and between Wells Fargo Bank, N.A.
("Wells Fargo"), and Customer, as defined in the Agreement, which governs the Commercial Card
Program and the related supplier analysis and onboarding services more fully described below (this
"Services) in connection with the migration of suppliers of Customer from check to payment by
WellsOne® Commercial Cards or Wells Fargo MasterCard® MultiCard (or Purchasing) Cards and
related Card account numbers, including single -use account numbers (collectively, "Cards")). If there is
a conflict between any provision of this Service Description and any provision of the Agreement with
respect to this Service, the provision of this Service Description will control. If an enhancement or other
change to this Service requires a change to this Service Description, Wells Fargo will make an updated
version of this Service Description available to Customer. If Customer or its Cardholders or personnel
continue to use this Service after such update has been made available to Customer, Customer will be
deemed to have consented and agreed to the update.
2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have
the same meanings as set forth in the Agreement.
3. Supplier Analysis & Onboardintr Service. This Service provides Wells Fargo commercial card
and/or treasury management customers with detailed supplier segmentation information leveraging both
industry validated acceptance data and Wells Fargo's proprietary program data. This Service will
provide Customer with targeted reporting and other tools to help effectively migrate Customer's suppliers
from check to payment by Cards. With delivery of a specifically formatted accounts payable file from
Customer to Wells Fargo (the "Supplier File"), Wells Fargo will complete a thorough analysis against its
proprietary database to determine whether Customer's suppliers accept Cards, and deliver targeted
segmentation recommendations to assist in strategies to help maximize Card payments to Customer's
suppliers and reduce payments by check. In addition, this Service will provide Customer with tools to
help convert its suppliers from check to Card and provide Customer with communication updates on new
or existing suppliers that accept Cards. Further, Wells Fargo's Supplier Enrollment Team will contact
Customer's mutually -agreed upon target list of suppliers ("Targeted Suppliers") on its behalf to help
enroll those suppliers in acceptance of Cards from Customer.
4. Scope of Services. The Service will be comprised of the following (or any one or combination of
the following as mutually determined by Customer and Wells Fargo):
• Supplier Segment Consultation. Supplier Segmentation Consultation shall consist of, but
not be limited to the following: (i) developing a supplier segmentation plan, (ii) defining a
strategy to target suppliers to identify both near and long-term targets for conversion to Card
payments, and (iii) implementing Customer's supplier segmentation plan.
• Wells Farao Supplier Enrollment Team Outreach. Wells Fargo's Supplier Enrollment
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2017-0942
Team may communicate to Targeted Suppliers on Customer's behalf via telephone or direct
mail communication in order to request that such Targeted Suppliers accept Cards from
Customer as a form of payment. Wells Fargo's Supplier Enrollment Team's calling or direct
mail campaign shall be for Card acceptance (or acceptance of other mutually -agreed types of
electronic payments) purposes only and not for any other purpose, including but not limited to,
solicitation of Wells Fargo products and/or services. The Wells Fargo Supplier Enrollment
Team will communicate only with those Targeted Suppliers identified by Customer for such
purpose, and Customer may contact those or any other suppliers at its own discretion.
Applicable fees may apply to direct mail campaigns or activities. In such event, all fees
related to direct mail will be presented to Customer prior to commencement of such
campaigns or activities for Customer's acceptance and consent.
• Online Enrollment. Customer understands that if a Targeted Supplier is willing to accept
Card payments (or other mutually -agreed types of electronic payments) such Targeted
Supplier will enroll online (as instructed by Wells Fargo) and provide its information (including
payment information) to Wells Fargo.
5. Release of Customer Information. By using the Service, Customer authorizes and consents to
Wells Fargo communicating to each Targeted Supplier, Customer's name and monthly spend volume
("Customer Information") with such Targeted Supplier. The Customer Information will be shared with
Targeted Suppliers at Customer's request to explore potential acceptance of Cards or other mutually -
agreed types of electronic payments as a form of payment.
6. Privacy. Wells Fargo is dedicated to maintaining the privacy of Customer Information. Customer
may revoke the above -referenced authorization and consent to release Customer Information at any time
upon written notice to Wells Fargo and Wells Fargo will have a reasonable opportunity to give effect to
such notice.
7. Limitation of Liability. In addition to any limitation of liability provisions set forth in the
Agreement, the following shall also apply to this Service Description and this Service.
(a) In no event will Wells Fargo have any liability for claims, demands, actions, suits, losses,
liabilities, damages costs or expenses arising from or related to: (i) any act or omission
Wells Fargo takes pursuant to any Targeted Supplier information provided in accordance
with this Service Description; (ii) any erroneous or incorrect information, including supplier
contact information, contained in the Supplier File or other communications provided by
Customer in connection with the Service; (iii) any erroneous or incorrect information,
including bank account information, provided by a Targeted Supplier or its representative
contacted by Wells Fargo based on information provided by Customer in the Supplier File
or other communications provided by Customer in connection with the Service; or (iv) any
act or omission of a Targeted Supplier or its representative contacted by Wells Fargo
based on information provided by Customer in the Supplier File or other communications
provided by Customer in connection with the Service.
(b) Furthermore, Wells Fargo will have no liability to Customer, and may rely and shall be
protected in acting or refraining from acting upon any notice, request, consent, report or
information believed by it to be genuine and to have been provided by a person
authorized to act on Company's or a Targeted Supplier's behalf, as applicable.
8. Termination. in addition to the termination provisions contained in the Agreement (including
Wells Fargo's ability to immediately terminate the Agreement or services (including any Service
described herein) upon occurrence of an Event of Default), Wells Fargo or Customer may terminate the
Service provided hereunder upon thirty (30) days' prior written notice to the other with or without cause.
6777995
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9. Survival. Sections 7, 8 and 9 of this Service Description will survive the termination of Service
hereunder.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Authorized Officer:
Signatu
Title: vll ie. i'IK;Let-t-
Date:
3/17/20l7
O 2015 Wells Fargo Bank, N.A. All rights reserved.
6777995
Weld County Colorado
Authorized Ofr` Iulie A. Coz
Signature:
Chair, oard of Weld
Title:
Date:
County Commissione
APR 0 3 2017
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WELLS FARGO SUPPLIER ANALYSIS AND ONBOARDING COMMERCIAL CARD
CONVERSION
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APPROVED AS TO FUNDING:
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APPROVED AS TO FORM:
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