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R-2020-0191 - 7/23/2020RESOLUTION NO. R-2020-0191 WHEREAS, the City of Round Rock ("City") desires to purchase fuel card with related fuel management, transaction, and payment settlement/processing services for the City's Fleet Department, and for related goods and services, and WHEREAS, the City is a member of the Sourcewell Cooperative (f/k/a National Joint Powers Alliance), a cooperative purchasing program, and WHEREAS, WEX Bank is an approved vendor of the Sourcewell Cooperative, and WHEREAS, the City desires to purchase certain goods and services from WEX Bank through Sourcewell Cooperative Contract No. 042016-WEX, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Purchase of Fuel Card with Related Fuel Vehicle Management, Transaction, and Payment Settlement/Processing Services with WEX Bank, a copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 23rd day of July, 2020. 14 Z CRAIG MJ6RGANJ4Qayor City of Round Rock, Texas ATTEST: /) &*A I SARA L. WHITE, City Clerk 0112.20202; 00449836 EXHIBIT "All CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF FUEL CARD WITH RELATED FUEL VEHICLE MANAGEMENT, TRANSACTION, AND PAYMENT SETTLEMENT/PROCESSING SERVICES WITH WEX BANK TIC STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAMS § KNOW ALL BY THESE PRESENTS: THAT THIS AGREEMENT for the purchase of fuel card with related fuel management., a ansaction, and payment settlement/processi"ng services for the City of Round Rock's Fleet Department, and for related goods and services (referred to herein as the "Agreement"), i*s made and entered into on th is the day of the month of , 2020 by and between the CITY OF ROUND ROCK, a Texas home -rule municipality, whose offices are located at 221 East Main StreAft et, Round Rock, Texas 78664m5299 (referred to herein as the "City "), and WEX BANK, a Utah industrial bank whose offices are located at 7090 South Union Park Center, Suite 350, Midvale, UT 84047 (referred to herein as "Vendor"). RECITALS: WHEREAS, City has been a customer of Vendor since May 11, 2012 pursuant to an Addendum to the Fuel Card Services Agreement between Wright Express Financial Services Corporation, now known as WEX Bank, and the National Joint Powers Alliance (NJPA), now known as Sourcewell, for certain goods and services, specifically fuel card with related fuel management, transaction, and payment settle ent/processing services for the Ci*ty's Fleet Department; and City is a member of the Sourcewell Cooperative (f/k/a NatW'HEREAS, i*onal Joint Powers Alliance),, a cooperative purchasing program; and WHEREAS, Vendor is an approved vendor of the Sourcewell Cooperative; and WHEREAS,City desidesiresto continue to purchase certain goods and services from Vendor through Sourcewell Cooperative Contract No. 042016=WEX (the "Sourcewell Contract") as set forth herein; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obliegati*onsP NOW, THEREFORE, WITNESSETH: That for and i*n consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,, it is mutually agreed between the parties as follow: 1.01 EFFECTIVE DATE, TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. B. This Agreement shall terminate July 20, 202 1. co City reserves the right to review the relationship with Vendor at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 2.01 CONTRACTAND EXHIBITS The goods and services which are the subject matter of this Agreement are described in Exhibit "A" and, together with the Sourcewell Contract, the Addendum to the Sourcewell Cooperative Contract No. 042016=WEX (the "Addendum"), attached hereto as Exhibit "B" and incorporated herein, and this Agreement, comprise the Contract Documents. Any inconsistencies 46 or conflicts in the Contract Documents shall be resolved by giving preference to the Sourcewell Contract and the Addendum to the Sourcewell Cooperative Contract No. 042016-WEX. For the avoidance of doubt and notwithstanding anyt6ing tothe contrary in this Agreement, the City acknowledges and agrees that the terms of this Agreement shall apply as between the City and WEX only to the extent (a) relevant and applicable to the nature and scope of services being provided under the Sourcewell Contract and the Addendum and (b) not contrary to or in conflict with the terms set forth in the Sourcewell Contract or in the Addendum. 3.01 ITEMS A. The goods and services which are the subject matter of this Agreement are described generally in the attached Exhibit "A" (Vendor's Response to Request for Proposal), incorporated herein by reference for al purposes. B. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. C. Vendor shall satisfactorily provide all deliverables described in Exhibit,"All wi"thien '6 the contract term specified.ied. A change n the Scope of Services or any tel of this Agreement must be negotiated and agreed to in all relevant details, and must be embodied i*n a valid Supplemental Agreement as described herein,. `a 4.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of Ci*ty's current revenues only. It'i*s understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by Clty's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 5e0l PROMPT PAYMENT POLICY In accordance with Chapter 225 1, V.T.C.A., Texas Government Code,, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever 1*s later. Vendor may charge interest on an overdue payment at the "rate I*n effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.Ao, Texas Government Code, Section 2251.025(b)-oV however, this Policy does not apply to payments made by C*ty'I*n the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or Be The terms of a federal contract,igrant, regulaton, or statute prevent City from making a timely payment with federal funds; or C. There i*s a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or D. Invo11 ices are not mailed to City in strict accordance withinstructi"ons, if any, on the purchase order. or the Agreement or other such contractual agreement. 6.01 GRATUITIES AND BRIBES CI"ty may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. Inaddition, Vendor may be subject to penalties stated I*n Title 8 of the Texas Pena! Code. 3 7.a1 TA.XzES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 8.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the foods or services as specified, Cityreserves the. right and option to obtain the products from another suppliex or suppliers. 9.01 CITY'S ItEPRESENTATIVE City 'hereby designates the following representative autharired to act in its beha1C' with regard to this Agreement: Chad McDowell Director of General Services 212 Commerce Cove Round Rock, Texas 7$664 (� 12} 34 i to31. 91 . emed.0 wellgrcaundrocktexas.g,ov ia.ol I�vsc���vcE 'Requirements attached hereto as Vendor shall. meet all City of Round. Rock Insurance Exhlbi*t 11.01 RIGHT TO ASSURANCE Whenever e party tothis In go0dfa"t h has reason to qucsti on t he other Partyd's intent to Perf"orm hereunder. then.demand may be made to the other party for ovritten assurance. of the intent to perform. In tale event tb-at no written assurance is given withtnthe made,reasonable time specifieded wi hen demand.s then anti in that event te...'h. ciemandii�gparty may # treat such. failure as an anticipatory repudiation of this Agreement. 12.Q1 TERiVIINATI(3N AND SUSPENSION A. City .ha-s the rightt tote-rmlinate thlsAareement, in whole or i*n. part for conven-tence an.d w'ltliout cause,at any time upon thiriy� (30} days'��ritten notice to Vendor, AL -a B. In -the event ofan}• default by C1ty has the right to termi.nate th.-I's Aareen-ient ,fbr cause, uPon ten (aysn ott*ee to 'Vendor. 10 d L 4 C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. Upon ternatiem on, the City rains obligated to pay for all transactions made pri mior to the termination, including unpaid balances and fees. 13.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. 14.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest I*n this Agreement without prior written authorization of the other party. 15.01 NOTICES -1 All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: I. When delivered personally to the recipient 's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated 1"n this Agreement. Notice to Vendor: WEX Bank 7090 South Union Park Center, Suite 350 Midvale, UT 84047 G� Notice to City: City Manager 221 East Main Street AND TO: Round Rock, TX 78664 Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Is Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 16.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and I*f legal acti'oni"s necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed i*n accordance with the laws and court decisions of the State of Texas), provided that the parties agree and acknowledge that the loans under the Agreement are made by Issuer in Utah pursuant to Utah law. 17.01 EXCLUSIVE AGREEMENT This document, and all appended documents and the Sourcewell Contract and the Addendum, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 18.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties 42 arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section I = 14 or any applicable state arbi'trati'on statute. 19.01 SEVERAB ITY The invalidity, illegality, or unenforceabi"11*ty of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as i*f this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision 40 with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which i*s of the essence of this Agreement be determined void. 6 20.01 NUSCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it utilizes reasonable care to employ trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time 41 is of the essence and that any failure of Vendor to fulfill obligations for each portion ofthi*s Agreement within the agreed ti* eframes will constitute a material breach of this Agreement Vendor shalt be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these crcum,stances,,iCity may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement i'of it is prevented from performing any of its obligations hereunder by reasons for which i*t is not responsible, including acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or militay authority, insurrections, riots, epidemics, landslides, lighling,earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people,, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inab*l*ty. However, notice of such impediment or delay in performance must be timely given and all reasonable efforts undertaken to mitigate its effects. Nothing herein shall excuse the City from 0 remitting payment on transactions incurred by the City. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instntment. [Signatures on the following page.] IN W1TNESS City and Vendor have execLIted this Agreement on the dates indicated. City of Round Rock, Texas .ByX -------- --------------------- ---------- - ------- .Pri.nte-d Name. 00 ----ate Stigned.. Attest. LOA Sara L. ti'Vhite, City Clerk. For City, Approved as to Form: Stephan L. Sheets, City Attorney 8 WEX Bank. Bv,6 'dame: Prince -501* 4% * Je * President 'Date Signed:* May28)2ozo Tim Laukka EXHIBIT "A" PROPOSAL 031018 Fuel Card with ReIaW VMde Fuel ManVned, Tramndw% air! Paynteni SelVemenViNocessing Seivices "Monthly Gallons" shall mean all gallons of fuel purchased using Cards at retail locations that appear on invoices provided to you during a calendar month. Fuel purchased at Tier 1 Truck Stop locations (currently Flying J, Loves, Petro, and Pilot) are excluded from the Monthly Gallon amount. Due to billing cycle cut off dates and monthly calendar variances invoices received by you in a given month may contain transactions from the previous month and they may not contain ail transactions that occurred during the month i*n which you were invoiced. "Monthly Retail Transactions" shall mean the total amount of all purchases made using Cards at retail locations that appear oninvoices provided to you in a calendar month. Monthly Retail Transactions shall not Include,* (i) those amounts representing credits, disputed items, fees, late tees or charges posted to your accounts (such as returned check fees, collection costs, administrative fees and reporting fees), (11) fuel purchased at Tier 1 Truck Stop locations (currently Flying J, Loves, Petro, and Pilot), or (111) any amounts posted to an account with respect to which a Card has been reported lost or stolen. A. Volume Rebate, Subject to the express conditions below, we will issue a monthly rebate, paid one monthin arrears, in the accordance with the below Rebate Table, off all non -state government NJPA members' Monthly Retail Transactions based on the table below (the " Rebate°). Rebate Table- Non -State Members Monthly Spend $0+ Conditions Basis Points (Rebate Percentage) to member 100 basis points (1,00%) The Rebate set forth herein is expressly conditioned on the following: (I) monthly billng; (2) payment in full within 26 calendar days of the billing date appearing on your invoice; (3) credit approval; and (4) signing a three-year contract. mm will review anv act or law as It pertains to Da-vment fhnina for the N-iPA-and !tom embers. won review of such act or law WEX w1it agree that extended time to riemlt aayment will NOT adverselv affect the volume rebate available to NJPAmembers unless such act orlaw aermits MayMent to be made in excess of 50 days from the biillna date agpearina on the Invoice (j eo 45 h0prfimyj(p385.camknlloc/Nr lapM3SlAV12YO1�TpNkNiOKwhcae 37182 EXHIBIT "A" PROPOSAL &1=16 Fuel Card with Relp4ed VeNde fast M&mWeM. Trmsadioa and Payined Settlem"Rocessing SwAcos dav s from titedate of regewtl. Calculation We shall commence calculating the Volume Rebate as of the first day of the first billing cycle after an agreement becomes effective. The Rebate will be calculated by determining the Monthly Gallons to establish the applicable Rebate Percentage. The Rebate Percentage is multiplied b y the local dollar amount of Monthly Retail Transactions to determine the Volume Rebate. Payment Rebates for international transactions shall be paid at a rate of 50% of the applicable Rebate Percentage,, Rebates shall be paid to you monthly in arrears. B. Payment Timing Rebate: Subject to the express conditions below, we will Issue a monthly rebatein accordance with the below Payment Timing Table off all Monthly Retail Transactions charged to NJPA members' accounts (the Payment Timing Rebateis). Bill Presentment Monthly Monthly 6% Payment Timing Options Paymentin cull within 10 calendar days of the billing date appearing on your invoice. Payment in full within 5 calendar days of the billing date appearing on your invoice. "Requires enrollment in WEX Direct Debit program. Basis Points (Rebate Percentage) 6 basIs is points (0.060%) 8 basis points (0.08O,roLI Conditions The Payment Timing Rebate set forth herein is expressly conditioned on the following: (1) electronic reporting (i.e. no paper reports a and (2) our receipt of payment in full in accordance with one of the Payment Timing Options in the Payment Timing Table. Calculation We shall commence calculating the Rebate as of the closing of the first billing cycle alter an agreement becomes effective. The Rebate will be calculated by determining the Payment Timing and the applicable Rebate Percentage, then by multiplying the Rebate Percentage by the total dollar amount of Monthly KlpsHmyAal6S.caiulndexphpfp�M3SMV12Y0hTPNknlidAv!score 3W2 EXHIBIT "A" PROPOSAL If &1=16 Feel CP(d%v10iRdG1edMNdeFud Mal Q4kMWftad. Tr acOon, andP#iymenl SeMemenVPraessGgSerWees Retail Transactions, Payment Payment Timing Rebates for international transactions shall be paid at 50% of the applicable Rebate Percentage. Payment Timing Rebates shall be paid to you monthly in arrears. Cycle Swans Our billing and payment system provides for various billing cycle and payment timing options, In the event you desire to change billing cycles you must make a request to Fleet Receivables, for a billing cycle change. Upon receipt of the request it will be a minimum of thirty (30) business days to change the baling cycle. In addition. any changes to billing cycles W11 not take effect until after the current cycle has closed. Cycle changes cannot be made mid -month or mid -week from monthly to weekly billing cycles and cycle changes cannot be made mid -week or mied4emonth from weekly to monthly billing cycles. Cycle changes can only be made once per calendar year for each billing entity. Other Discounts You agree that the only financial incentive to which you will be entitled for the use of accounts YA11 be the Financial Incentives described in this Agreement . Specifically you hereby waive the right to receive the discounts provided within the WEX Electronic Fleet Payment System Authorization Agreement other than what is described herein., Billing and Payment Purchases are due and payable in full within 26 days of the date appearing on your invoice. WEX will review any act or law as it pertains to payment timing for the NJPA and its members, Upon review of such act or law WEX will agree that extended time to remit payment will NOT adversely affect the volume rebate available to NJPAmembers unless such act orlawpe Its be made in excess of 60 days from the billing date appearing on the invoice (i.e. 48 days from the date of receipt), Invoices include transactions that have posted to our systemin your billing cycle and will not include all transactions that have been made in the billing cycle. Your account is delinquent if the balance is not lb 16 paid within 26 days of the billing date appearing on your invoice. Upon payment default, finance charges will be assessed at a monthly percentage rate of 2.99%. The periodic rate YAII be prorated based on the company's billing cycle, Issuer will begin to assess a finance charge on the first day following the date a paymentis due and is not posted to the account. The finance charge vVill be calculated by determining the total balance due on the date the account becomes delinquent. The total balance dueIncludes any additional charges and credits posted to the account since the last billing cycle through the payment due date and then subtracting any payments and/or NprilmyArmseco.,,n�+ao-rroryoa&SnaMxroirri4rrtiac.dscor. 3WR EXHIBIT "A" PROPOSAL &0015 FudCatdw11hRe1o1edW11deFud-M-jWna�ll.. Trorooe6on, and Poymew $0108menuftocossIng savices Is credits entered during that period for Company reported disputes or otherwise. The total balance due will be multiplied by the periodic rate to determine the account t s finance charge. In the event, that the calculated finance charge is less than seventy-five dollars ($75,00) a minimum finance charge of seventy-five dollars ($75.00) will be assessed. It a payment is not received by the payment due date and the balance due is less than ten dollars ($10)v a finance charge will not be assessed and the balance will carry forward to the following billing cycle. If additional charges are posted to the account, including other fees and the new balance exceeds ten dollars ($10), a finance charge will be assessed on the new balance upon payment default, WEX Universal Fleet Card Fee Schedule Set-up Fee Monthly Card Charge Replacement Card inteirhdtional Currency Conversion Fee Reproduced Reports General Research Fee Expedited Shipping Fees Returned Payment Fee Over Credit Limit Fee Reactivation Fee Truck Slop Fee WAIVED WAIVED WAIVED 29G of the total transaction 0 value' $25.00 per request $15,00 per hour Cost varies $60.00 per occurrence $5.00 per transaction or $100 flat fee per month I $50,00 per occurrence (max monthly fee of $50,00) 1 � $3.00 per card swipe at a diesel pump7m itimilmy rfawca mhndm�flrfpl�HSSMV12Y0hTpNk�diOKty/soots 40M EXHIBIT "A" PROPOSAL 511=16 F Card %MM Related VeNde fuel hinm9emeft. Transadion. and Payment SeMenieNPracessing Services Program Maintenance, Charge ; WAIVED i Paper Delivery Fee ' $10.00 per month for paper invoicing and reporting pricing for additional products and services is available upon reqtiesl or reflected on the enrollment farms or Jen the terms of itse that yott must agree to Jn' order to receive the additional products and services. 'You may choose to have a flat lee or a per transaction fee applied in the event that You exceed your credit line. ?Actual charges to be applied to your account W11 be disclosed on your billing statement. WEX FLE CLEARVIEW PRICING WEX Fleet Clearmewis, available to fleets for a per active card per month fee as follows6 : 1w999 cards.: $0.80 per active card per month 1,000 to 9,999 cardse:$0.60 per active card per month 10,000+ cards: $0.40 per active card per month WEX PRIVATE SITE REBILLING WEX Private Site Rebilling is available for a fee of $035 per transaction. WEX VIRTUAL FINANCIAL INCENTIVES Subject to the expressed conditions below, NJPAs member organizations may b ntitled to a rebate (the "Rebate") based on total Annual Net Spend in accordance with the below Rebate Table. The Rebate is based on 30aday billing and 15oday payment. Please see the attached sample rellimeaL Rebate Table Annual Net Spend � Basis Points (Rebate Percentage) to member $2s000v000 - $4o999o999 � 110 basis points (1. 10%) i l $5.000,000 - $14,999,999 � 115 basis points (1. 15%) IUps:amyrratascomhnftMMtpplla3sa,Iw2vaiTpaxn+0ic%w:cwe 411W EXHIBIT "A" PROPOSAL Wt9t2018 fuel Card wllhRelakdVlnieleFuelMwWWRILjVWasent,Ttansadom ardPxymenlSelgem�NProeesNrgSnWa c $15 000 000 - $24 999 999 120 basis points (1.2096) $259000j000 - $499999,999 $2510009000+ Conditions 130 basis po49 ints (130%) 135 basis points (1.3596) Member is eligible for the Rebate if it satisfies the following conditions: (1) Member's Annual Net Spend must exceed Two Million Dollars ($2,000,000) in the Contract Year; and, (2) Member's Average Transaction Size must equal or exceed One Hundred Twenty Five Dollars ($126); and (3) Member must not be in Default (as defined by Section 12.1) on the last day of the Contract Year. (4) Issuer shall deduct from the Rebate any fraud or credit losses that we have suffered on Accounts whether or not such Accounts are individually or corporate billed. (5) All transactions with level 3 detail provided by the merchant vW11 be accorded their full value when determining Annual Net Spend, however, when calculating the rebate all such transactions are accorded 60% of their face value. For example, a $10,000 transactionis treated as a $10,000 transaction in determining Annual Net Spend, but is treated as a $6,000 transaction when calculating the rebate. (6) When calculating Rebates for purchases madeln a country other than the U.S. via a US BIN, Issuer will use the full amount of the Transaction to determine Annual Net Spend but the applicable Rebate Percentage will be reduced by 50 basis points (0.500/0) when paying the Rebate. Calculation The Rebate is calculated on the last day of the Contract Year utilizing the following steps: The total Annual Net Spend is multiplied by the applicable Rebate Percentage to arrive at the Rebate. The Rebate Percentage is determined by the Rebate Table above, adjustedin accordance with the DSO. 1) For each day that the DSO is in excess of the number of days in the billing cycle, divided by two, plus the (P1Pq43SMM2Y0hTpNknH0Kv#score 42M EXHIBIT "A" PROPOSAL WIM018 Fuel Card wNh Related Witcle Fuel M w9ement TrounicUat wed payment SelUenedPociessling SeNeee number of payment due days, the Rebate Percentage will be reduced by one half of a basis point (0,000510/0)0 For each day that (lie DSO is less than the number of days in the billing cycle, divided by two. plus the number of payment due days, the Rebate Percentage will be increased by one half of a basis point (0*00u-'roje Payment The Rebate will be paid in the form of a rheck within forty-five (45) days of the end of the Contract Year. WEX Virtual Fee Schedule Monthly Account Fees Overnight Shipping Fee 1 Expedited Shipping Fee 2 Cross Border Transaction Fee 3 MultioCurrency Conversion Fee 4 Copy Retrieval Fee Returned Payment Fee (e.g. NSFIACH) WAIVED $25600 0,90% of total Transaction value 0.20% of total Transaction value $5.00 per request $35.00 perincient FeesorClia es for AcIditional Proditcts or Features is Available Upon Request. 1-Overnight Shipping Fee.* This lee applies for each card a Company requests from Issuer for overnight defivety (24 hours or less). N the request is matte by Company to Issiter, then the Company will pay the overniallt Shipping fee imposed by Issuer. 2-Expedited Sliip'phig Fee: This tee applies for each card shipment Me Company requests from Issuer for expedited delivery.. If the request is made by Company to Issuer, !lien the Company will pay the ►�Pa+�Y�P76SeomAMmdltrf�p1143SMV12Y0hTpNllN1�W§wre 442 EXHIBIT "A" PROPOSAL 601=16 Fud Qwdwi0� RelatedVNIcle Fuel MaNwIled, Trmuscom end Papist SeftlemenUP(ocessling Sovices Expedited Shipping Fee 3-Cross Border Fee: A cross border lee shah be applied to any Transaction when flee country code of the merchant and the country code of the Account User are not (lie same. 4-Multi-Currency Conversion Fee: The payment plallorm provider multi -currency conversion lee shag be applied to any Transaction that is bUled through the payment platform provider in a currency other than U.S. dollars. The payment platform provider m7l convert the Transaction to U.S. dollars (or the Account User bitting currency) of the exchange rate determined by the payment platform provider (or lls Afflliales) using its currency conversion procedure. The currency conversion rate (Whicli Is different from the Muffle Currency Conversion Fee) i's geners!!y either a wholesale market rate or a govemmentomandated rate in el/act on the date of conversion. The currency conversion rate used on the conversion date may differ from the rate Jon effect on the dale a Transaction is made. WEX T EMATICS PRICING Please see the attached WEX Telematics Pricing and WEX Telematics Master Agreement. Not Scored ' 164 lb Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount fro the MSRP or your published list. NIA Not Scored 170 The pricing offered in this proposal is: a) the same as the Proposer typically offers to an individual municipality, university, or school district. bj the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. c) better than the Proposer typically offers to GPOs cooperative procurement organizations, or state purchasing departments,, d) other than what the Proposer typ'lcall offers (please describe). Band C. Each contract we hold is individually priced, based on a number of variables.* volume, length of contract, payment terms, current economic conditions, customization, cost to serve, etc. For this reason, the pricing proposed for this contractis the same or better than what we typically offer government procurement organizations and state purchasing departments Not Scored 18. Describe any quantity or volume discounts or rebate programs that you offer, The WEX Fleet Card can be used to purchase fuel and fleet related services and products for the retail pri0 ce at our accepting locations. We will provide NJPA members with rebates in accordance with the Mpriftly.1-W-05oconi/i (pfpd43SMM2Y0hTpNknHMVM e "S2 EXHIBIT "A" PROPOSAL WOMIG FuelQWd%v1UiRe1r4ed VeNde FuelMw,,,..-tent. Transaction, enG Paynteit SWdemoff(ocessing vices below. It is possible to qualify for A, B, both A and B, or neither. The pncing contained in this document supersedes that of the attached sample Business Charge Account Agreement. Please also see the attached current NJPAAareementAddendum._9 Definitions "Monthly Gallons U shall mean all gallons of fuel purchased using Cards at r tall locations that appear on invoices provided to you during a calendar month. Fuel purchased at Tier 1 Truck Stop locations (currently Flying J. Loves, Petro, and Pilot) are excluded from the Monthly Gallon amount. Due to billing cycle cut off dates and monthly calendar variances invoices received by you in a given month may contain transactions from the previous month and they may not contain all transactions that occurred during the month in which you were invoiced. "Monthly Retail Transactions" shall mean the total amount of all purchases made using Cards at retail locations that appear on invoices provided to you in a calendar month. Monthly Retail Transactions shall notinclude0 (� those amounts representing credits, disputed 'items fees, late fees or charges posted to your accounts (such as returned check fees, collection costs administrative fees and reporting fees), (11) fuel purchased at Tier 1 Truck Stop locations (currently Flying J loves, Petro, and Pilot), or (Iii) any amounts posted to an account with respect to which a Card has been reported lost or stolen. A. Volume Reba0 4's - te Subject �to the express conditions below, we will issue a monthly rebate. paid one month in arrears, in the accordance with the below Rebate Table, off all State Government NJ PA members' Monthly Retail Transactions based on the tier established in the table below (the "Rebate"). VVEX is pleased to offer the following rebate tiers for statewide contract adoption. These tiers would apply to statewide spend thresholds that aggregate the purchases by the state and local governments participating in the state1 S contract. Monthly Spend $0 - $1.499,999 $1,500,000 no $2,999,899 $3e000e000 an $4j499s999 Basis Points (Rebate Percentage) to member 1130 basis points (1.30%) 145 basis points (1.45%) � 150 basis points (1.50%) I i $4s500s000 - $5o9999999 155 basis points (1.5596) hVp3*W,9c1136=jQ.eamfltd�rWplbl3ShAV12Y0hTWWknHOKwlstore 4%2 $61000000+ Conditions EXHIBIT "A" PROPOSAL FtWC&dw11hRe1r4edWideFUe1M pnon -lent._n Ttemedom and Payment WDemenUP(ocessing SeNces i 160 basis points (1.60%) The Rebate set forth herein is expressly conditioned on the following: (1) monthly billing; (2) payment in full within 26 calendar days of the billing date appearing on your invoice; (3) credit approval; and (4) signing a threemyear contract. WEX wlfl revJew anv act or law as fingart-alm s to�avment tlmina for t/�e NJPA and Its members. UM^n review of such act or taw WFJC wflf agree that extended time to remqjvmen! will NOT adversely affect the vololme rebels available to --NJ PA members unless such act or lawi3eWits g_aymjtn_tLq.kg made In excess of 50 da ME fAmm-th-e liff mnU.N.....aring on the-in-y—o-Lae—ML 45 days.&.2 the date of Li -gain". Calculation We shall commence calculating the Volume Rebate as of the first day of the first billing cycle after an agreement becomes effective. The Rebate will be calculated by determining the Monthly Gallons to establish the applicable Rebate Percentage,, The Rebate Percentage is multiplied by the total dollar amount of. Monthly Retail Transacti"ons. to.determine the \/olume Rebate, Payment Rebates for international transactions shall be paid at a rate of 50% of the applicable Rebate Percentage. Rebates shall be paid to you monthly in arrears. JLJEUmont Timing Rebate: Subject to the express conditions below, we will issue a monthly rebate in accordance with the below Payment Timing Table off all Monthly Retail Transactions charged to NJPA members' accounts (the "Payment Timing Rebate"), Bill Presentment Monthly Payment Timing Options Payment in full within 10 calendar days of the billing date appealing on your invoice. Basis Points (Rebate Percentage) 1 6 basis points 0,,060L' i ANAW(Pmc1143SMM2Y0NTpNknHGKvdscae 40162 EXHIBIT "A" PROPOSAL 5�1�12010 fuel Card vd0i Rdaled VeNde Fud M anapmerA. Tramecoom aid Payment SelVemenViNocessing Servica Monthly Payment'l'n full within S calendar days of the billing date � 8 basis points (0.08%) . appearing on your invoice. I 'Enrollment in WEX!s Direct Debit program required. Conditions The Payment Timing Rebate set forth herein is expressly conditioned on the following.* (1) electronic reporting (i.e. no paper reports); and (2) our receipt of payment in full in accordance with one of the Payment Is Optionsin the Payment Timing Table. Calculation We shall commence calculating the Rebate as of the closing of the first billing cycle after an agreement becomes effective. The Rebate will be calculated by determining the Payment Timing and the applicable Rebate Percentage, then by multiplying the Rebate Percentage by the total dollar amount of Monthly Retail Transactions. Payment Payment Timing Rebates fori'nternational transactions shall be pawl at 50% of the applicable Rebate . . Percenta9e. Pament Timing Rebates shall be paid to you mYonthly in arrears. Cycle Swans- M Our billing and payment system provides for various billing cycle and payment liming options. In the event you desire to change billing cycles you must make a request to Fleet Receivables for a billing cycle change. Upon receipt of the request it will be a minimum of thirty (30) business days to change the billing cycle. In addition, any changes to billing cycles will not take effect until after the current cycle has closed. Cycle changes cannot be made mid -month or mid -week from monthly to weekly billing cycles go and cycle changes cannot be made mid -week or mid -month from weekly to monthly billing cycles. Cycle changes can only be made once per calendar year for each billing entity. Other Discounts You agree that the only financial incentive to which you will be entitled for the use of accounts will be the Financial Incentives described in this greement. Specifically you hereby waive the right to receive the discounts provided within the WEX Electronic Fleet Payment System Authorization Agreement other than what is described herein. Billing and Payment Purchases are due and payable in full within 28 days of the date appearing on your invoice. WEX will MVrZY0hTjNkWQ691scwe GIN EXHIBIT "A" PROPOSAL Fuel Card wlth RddW Wtdo Fuel ManagemeN, Ramedom and Payment SeldemenUProwssingSen1m review any act or law as It pertains to payment timing for the NJPA and Its members. Upon review of such act or law WEX will agree that extended time to remit payment will NOT adversely affect the volume rebate available to NJPA members unless such act or law permits payment to be made in excess of 50 days from the billing date appearing on the invoice (i.e. 45 days from the date of receipt). Invoices include transactions that have posted to our system in your billing cycle and will not include all transactions that have been made in the billing cycle. Your accountis, delinquentif the balance is not paid within 26 days of the billing date appearing on your*nvoIce. Upon payment default, finance charges will be assessed at a monthly percentage rate of 2.99%. The 4 periodic rate will be prorated based on the company's billing cycle. Issuer will begin to assess a finance charge on the first day following the date a paymentis due and is not posted to the account. The finance charge will be calculated by determining the total balance due on the date the account becomes 41 delinquent. The total balance due includes any additional charges and credits posted to the account since the last billing cycle through the payment due date and then subtracting any payments and/or credfts, entered during that period for Company reported disputes or otherwise. The total balance due w�l be multiplied by the periodic rate to determine the account's finance charge. In the event that the calculated finance charge 1*s less than seventy -eve dollars ($75,00), a minimum finance charge of seventy-five dollars ($75.00) will be assessed. If a payment is not received by the payment due date and the balance due i's less than ten dollars ($1 0)s a finance charge will not be assessed and the balance will carry forward to the following billing cycle. if additional charges are posted to the accouni,indudi*ng other fees, and the new balance exceeds ten dollars ($10), a finance charge will be assessed on the new balance upon payment default. WEX Universal Fleet Card Fee Schedule Set-up Fee Monthly Card Charge Replacement Card Intemational Currency Conversion Fee Reproduced Reports tawslnnyrt,--sscannndexwiryrvna3sn+wzvanrPNknHacwIsoore WAIVED WAIVED WAIVED 2°i6 of the total transaction value $25-00 per request OV EXHIBIT "A" PROPOSAL SIIY2016 Fuel Cad wilh Rdated *Wde Fud Moug&nent, Tutn3adon, and PaymentSdUenim-wrli-ocessinsfSuvica General Research Fee $15.00 per hour Expedited Shipping Fees 'Cost varies Returned Payment Fee � $50.00 per occurrence Over Credit Limit Fee s $5.00 per transaction or $100 flat fee per month i i Reactivation Fee $50.00 per occurrence (max monthly fee of $50.00) i Truck Stop Fee i '. $3.00 per card swipe at a diesel pumps � WAIVED Program Maintenance Charge Paper Delivery Fee i $10.00 per month for paper invoicing and reporting Pricing for additional products and services i's available upon request or reflected on the enrollment tones or Jon the teens of use that you must agree to in order to receive the additional products and 6 sefvice& I You may choose to have a flat fee or a per transaction fee applied in the event Thal you exceed your credit line, 2Actual charges to be applied to your account will be disclosed on your billing statenient, A"dclna. terms and condltlans for ancillary grodiicts as described in response to Question 16 also aQny to SjaLtGovemme-nt clipLmers. ,- Not Scored 190 Propose a method of facilitating "sourced" products or related services, which may be referred to as "open market" items or "nonstandard options". For example, you may supply such items "al cost" or "at cost plus a percentage," or you may supply a quote for each such request. N/A Not Scored lvtp�ny.r ee n -d up # fi- W4 3SMM2YC hTPN kM OKwIsc ore 49162 Exhibit T" ADDENDUM TO TJiE FUEL CARD SERVICES AGREEMENT BETWEEN ti' `EX BANK, FORM ERLY WRIGHT EXPRESS FINANCIAL SERVICES CORPORATION ("NVEV) AND SOURCEWELL, FORMERLY THE NATIONALJOINT POWERS ALLIANCE ("NJPA") ( 464SOURCEWELLft) ------------------ - --------- ---------- .... --- ---------- ------------------ -- ----- ------------ ---------- ---------- Participating Entity has requested a credit account pursuant to tt,-e Vendor Agreement 4-0421 5AEX cAgreement) entered into between Sourcewell (formerly the National Joint Powers Alliance ('NJPA') ('Sourcewell") and VVEX Bank, formerly Might Express Financial Services Corporation ('WW) and thereby creating the program -'«Proqram) by wh=ch to enroll participants {`participating Entity*). By enrol!ing In this Pnograrn, the Participating Entity named he agrees that in the event their accoun s not paid as agreed, "EX may report the undersigned's liability for and the status of the account to credit bureaus and tethers viho may lawfully receive such information. i Participating Entity rPhone 9 Fax 0 City of Round Rock 512-218-5400 1 512-218-5442 Headquarters Name and Physical Address Do not include PO Box) City of Round Rock Texas, 221 East Main Street, Round Rock, Texas 78664 Sr,urcewell (fka NJPA) tvliember ID Number Applicant's Taxpayer 10 9 (TIN, FEN or SSN) 69E.9 74-601748.5 in Business Since (yyyy) 1 Year of. Ircorporation (yyyy) Number ef vetlictes Avg 1110onthly Fuel Expenditures I Avg Monthly SeMce Expenditures 1 1700 si 60t000 ti so -------------------------- --------- - - -------- Write Participating Entity name as you wish it to appear on cards. Umit of 20 characters spaces. Unless specified. no company name will appear on cards. ---------- Billing Contact Billing Address City Slate Zp+4 Round Rock -8664 Sherri Crone 221 East Main Street TX f -5299 . . . . ................. ...... Designate the Fleet Contact authorized to feceive all charge cards. reports, and ether vie provide from time to tune and to take actions with irespecl, to your a=ovnt and account access. This is also the person designated by your company to provide all feet vehicles, driver and other intofmation we may request. Authorized Fleet Contact Name Title Phone I Fax Chad McDowell Director f512-341 -3 191 Nlailling Address (if different from billing address} city State i Zt0+4 2008 Enterprise Drive Round Rock TX t78664-5299 C - ------- - - - --- Em, ail address (required to take advantage of product type card controls) crr.cdowell@roL�ndrocktexas.gov 0 Check here if Participating Entity is exempt from motor fuels tax IN111— = - --- - - ------- --------------- ----- ...... I This Addendum ("Addendum") is to allow the Participating Entity to participate under the Agreement between WEX and Sourcewelf, It does not modify+ amend or change the Agreement in any way, This Addendum supersedes and replaces in its entirety the prior Addendum behsieen the parties dated May 11, 2012. .4 Participating Entity hereby requests the services of VVEX described in m the Agreeent and agrees to perform ail duties required under the Agreement, including.without limitation, timely payment of all charges (Including any additional fees) on its account(s), Participating Entity agrees to be bound by the terms and conditions of the Agreement, including. without limitation. rules for authorized and unauthorized use of cards, disputes of charges, reporting lost and stolen cards, and all other rules and provisions relating to use of Participating Entity's account, 3, Parlicipating Entity acknovitedges that its failure to make timely payment in accordance with the terms of the Agreement, or for government entities subject to a Prompt Payment Act, may result in suspension or cancellation of the accounts}. 4. INFORMATION SHARING DISCLOSURE. Information regarding Participating Entity transactions may be provided to Sourcewell accepting merchants cr . INFORMATION . .. ........... -.— f i "heir service providers, 0. Qp aa e. with Federal Law: WEX Bank complies with federal law which requires all financial institutions to cbtainY verity, and record information that RL . . ...................... — Identifies each company or person who opens anaccount: Vat this me-ans for Participating Entity: when you open an account, we will ask for your name, Address, date of birth, and other information that allow us to identify you, kNe may ask to see your driver's license or other ident&jing documents for your Business. B. DISCLAIMER: THIS IS AN APPLICATION FOR SERVICES AND SHALL NOT BE BINDING UPON WEX UNTIL FINAL C"REDIT APPROVAL HAS BEEN GRANTED - ------ - - Any person signing on behalf of the Participating Entity has been duly authorized by all necessary action of Participatirg Entity's governing body, and that the undersigned is i authon'zed to make this application aind accept the terms referenced herein or behalf of the Participating Ent.ty. Signature: Print Name: Title: Date: ------ ------ Complete and sign addendum, Fax or email to a 0 91agg uppty Number i Sales Code Plastic Type Coupon Code Account Number am- SOURCEVVELL 04 04.SoUrCeWil Participating ADDEND.CRIDAPP (0711612019) XTE(AS i MM-MM., EXHIBIT t4cit. CITY OF ROUND ROCK INSURANCE REQUIREMENTS 1. INSURANCE: The Vendor shall -procure and maintain at its sole cost and expense for the duration of the agreement or purchase order resultingfrom a resoonse to the Solicitation/S cification, insurance 4maaqainst claims for injuries toPersons�ordama topropertywhich y anse from Qrin connection - M - P wi#h the erformance of the work as a result. of bvtheits the successful rearesen#ativas, vo3lunteers employees or subcontractorsubcontractors.1 1.1. Reserved. [City has been customer since 2012J. 1.2. The following standard insurance policies shall be required:_ 1.2,1. General Liability Policy 1.2..2Automobile Liability Policy 1.2.3. Worker's Compensation Policy 1.3. The following- general requirements are applicable to all policies: 9; and admitted to do business1.31. Only insurance companies licensa,d , in the State of Texas shall be accepted. 1.3.2. Deductibles shall be listed on. the Certificate of Insurance and. are. acceptable only on a per occurrence basis for property damage only-. 1.3.3. Claims made Policies shall not be accepted, except for Professional Liability Insurance. IV insurance 1,14, Upon request, cenfifited co -pies of all shall be furnished to the City. 1.3.5. Policies shall include. but not. be limited to, the following minimum limits: 1.3.5.1. Minimum Bodily injury Limits of $300,OOd.00 per occurrence. 1.3.5.2. Property- Damage Insurance with minimum limits of $50,OOOAO for each occurrence. 1.3.5.3. Automobile Liability Insurance fora(! owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person,, and $300,OOd.00 for each occurrence, and Property Damage Minimum limits of $50,OOO,QO for each occurrence. 1.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers Liability Insurance, 1.3.6. Coverage shall be maintained for two years minimum after the termination of -the Agreement* Page 1 of t