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Contract - Wex Bank - 7/23/2020CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF FUEL CARD WITH RELATED FUEL VEHICLE MANAGEMENT, TRANSACTION, AND PAYMENT SETTLEMENT/PROCESSING SERVICES WITH WF X RANK THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: THAT THIS AGREEMENT for the purchase of fuel card with related fuel management, transaction, and payment settlement/processing services for the City of Round Rock's Fleet Department, and for related good§ and services (referred to herein as the "Agreement"), is made and entered into on this the .2:2--jM day of the month of , 2020 by and between the CITY OF ROUND ROCK, a Texas home -rule municipality, hose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (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 settlement/processing services for the City's Fleet Department; and WHEREAS, City is a member of the Sourcewell Cooperative (f/k/a National Joint Powers Alliance), a cooperative purchasing program; and WHEREAS, Vendor is an approved vendor of the Sourcewell Cooperative; and WHEREAS, City desires to 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 obligations; F"IM0,0[l I 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, I*t i*s 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, 2021. C. 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 CONTRACT DOCUMENTS AND EXHIBITS The goods and services which are the subject matter of thisAgreement are described i n Exhibit "A" and, together with the Sourcewell Contract, the Addendum to the Sourcewell Cooperative Contract No. 042016-VVEX (the "Addendum"), attached hereto as Exhibit "B" and incorporated herein, and this Agreement, comprise the Contract Documents,, Any inconsistencies or conflicts I*n the Contract Documents shall be resolved by giving preference to the Sourcewell Contract and the Addendum to the Sourcewell Cooperative Contract No. 042016mWEX. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the City acknowledges and agrees that the terms of this Agreement shall apply as between the City and NWX 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 '9 or in conflict with the terms set forth I*n the Sourcewell Contract or I*n the Addendum. 3.01 ITEMS A. The goods and services which are the subject matter of this Agreement are described generally I*n 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 "A" within the contract term specified. A change in the Scope of Services or any term of this Agreement must be negotiated and agreed to i*n all relevant details, and must be embodied i*n a valid Supplemental Agreement as described herein. 2 4.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement i*s a commitment of City's current revenues only. It is 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 Ci*ty's budget for the fiscal year i*n question. City may effect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 5.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, 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 40 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 is 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.A., Texas Government Code, Section 2251.025(b),*9 however, this Policy does not apply to payments made by Cityl'on the event: A. There i*s 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 B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal fundsis ; 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. Invoices are not mailed to City I*n strict accordance with instructions, I*f any, on the purchase order or the Agreement or other such contractual agreement. 6.01 GRATUITIES AND BRIBES 0 City 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. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 3 7.01 TAXES 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 goods or services as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 9.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Chad McDowell Director of General Services 212 Commerce Cove Round Rock, Texas 78664 (512) 341-3191 cmcdowellgroundrocktexas. oovv 10.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements attached hereto as Exhibit "C". 11.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 12.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. 4 co 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 termination, the City remains obligated to pay for all transactions made prior to the ternation, i mincludi*ng 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. Be 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 1"n this Agreement without prior written authorization of the other party. 15.01 NOTICES All notices and other communications in connection with this Agreement shall be i*n writing and shall be considered given as follows: I * When delivered personally to the recipient's address as stated I*n 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 5 Notice to City: City Manager 221 East Main Street Round Rock, TX 78664 Stephan L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 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 if legal action is 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 in 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 i*n 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 arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration 10 proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section ImI4) or any applicable state arbitration statute,, 19.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shallion no way Is 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 if 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 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 MISCELLANEOUS 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 is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed ti"mefTames will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts i*n accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City Is may pursue any remedy available without waiver of any of City 9 s additional legal rights or remedies. Force Maj*eure. Neither City nor Vendor shall be deemed in violation of this Agreement I *f it is prevented from performing any of its obligations hereunder by reasons for which it 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 military authority, insurrections, riots, epidemics, landslides, lightning, 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 inability. However, notice of such impediment or delay i*n performance must be timely given and all reasonable efforts undertaken to mitigate its effects. Nothing herein shall excuse the City from remitting payment on transactions incurred by the City. Multiple Counterparts. This Agreement may be executed i*n 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 instrument. [Signatures on the following page.] 7 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas By: 1AA Ah / Printed Na M&AIS] � Title: "M 0 Date Signed: .13 6 �� Attest: By: 9VAL Sara L. White, City Clerk For :City, appoved as to AFor By: Stephan L. Sheets, City Attorney 8 WEX Bank By: Printe Name : Tim La u kka Title: President Date Signed: May 28, 2020 EXHIBIT "A" PROPOSAL MY.-.2016 Fuel Card with Related Vehicle fuel Maniwemenl, Transaction, aixl Payment SelUemenWrocessing Services "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 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 not include: (1) 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 Fly16 ing 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 Rebate 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 non -state government NJPA members' Monthly Retail Transactions based on the. table below (the " Rebate "). Rebate Table —Non-State Members Basis Points (Rebate Percentage) Monthly Spend � Cto member $0+ k 100 basis points (1.00%) Conditions 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) 11 signing a threewyear contract.. WEX will review any act or law as it pertains to payment timing for the NJPA and Its members. UDon review of such act or law WEX will aciree that extended time to remit payment will NOT adversely affect the volume rebate available to NJPA members unless such act or law ermilts payment to be- made in excess of 50 days from the billing date appearing on the invoice (i.e. 45 Ripslliiiy.rfp36S.conirirWex#/rfpfpO43SMM2YOliTpNknHOK%ei/score 37/62 EXHIBIT "A" PROPOSAL rAMIG Fuel Card with Related VeNcle Fuel Management Transaction, and PaymerA SettlenlenuPfocessir*g Se(vices days4ro m the date of receintLa 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 th 16 establish the applicable Rebate Percentage,, The Rebate Percentage is multiplied by the total 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 Timinq41 a 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 k Payment Timing Options Presentment y f I Payment in full within 10 calendar days of the billing date Monthly appearing on your invoice. f f 6 i k ( Payment in full within 5 calendar days of the billing date Monthly ( i t appearing on your invoice.IL j. t j "Requires enrollment in WEX Direct Debit program. Basis Points (Rebate Percentage) 6 basis points (0.06%) 8 bas11 is points (0.08%) 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 Timing Options in 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 M[pslfmy.ffp365,,conirindex#/(Vpfl43SMM2YOliTpNknHOKvi/Sco(e 38162 EXHIBIT "A" PROPOSAL WN2016 Fuel Card with Related Vehicle Fuel ManagemenL Transaction, arxl Rayment SettlenienWrocessltxj Services Retail Transactions, Payment Payment Timing Rebates forinternational transactions shall be paid at 50% of the applicable Rebate Percentage. Payment Timing Rebates shall be paid to you monthly in arrears. Cycle Swa s 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 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 and cycle changes cannot be made mid -week or midmmonth 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 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 NJPA members unless such act or law permits payment to be made in excess of SO 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 b10 illing cycle and will not include all transactions that have been made in the billing cycle. Your account is delinquent if the balance is not 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 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 payment is 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 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 hllps�fhny.rfp365,canlmdextNrfplp1143SMV12Y0hTpNknHOK%*dscae 39/62 EXHIBIT "A" PROPOSAL 6/1312016 Fuel Catd with Relaled VeNcle Fwl Management, TrAnsaction, Al1Ci Payment SettlemenUProces sing SwAces 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 f 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. If a payment is not received by the payment due date and the balance due is less than ten dollars ($10), 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 l WAIVED International Currency Conversion Fee-', Reproduced Reports General Research Fee Expedited Shipp49 ing Fees Returned Payment Fee Over Credit Limit Fee Reactivation Fee Truck Stop Fee WAIVED WAIVED 2%­bf the Total transaction value $25.00 per request $15.00 per hour Cost varies $50.00 per occurrence $5.00 per transaction or $100 flat fee per month $50.00 per occurrence (max monthly fee of $50.00) $3.00 per card swipe at a diesel pump2 Mps limy. rfp3G5.comfirxlexfNrfp'p1143SMV12YOhTpNkn110K%v/score 4062 511Y2016 EXHIBIT "A" PROPOSAL Fuel Card with Related VeNcle Fuel Markarement, Transaction, and Payment SerlemenWrocessirwj Services Program Maintenance Charge Paper delivery Fee WAIVED $10,00 per month for paper invoicing and reporting Pricing for additionalproducts and services is available upon reqtiest or reflected on the enrollment forms or in the terms of use that you must agree to in order to receive the additional products and services. You may choose to have a flat fee or a per transaction fee applied in the event that you exceed your credit line. 2�lctual charges to be applied to your account wit! be disclosed on your bitting statement. WEX FLEET CLEARVIEW PRICING WEX Fleet ClearViewis available to fleets for a per active card per month fee as follows: 1m999 cards: $0.80 per active card per month 1,000 to 9,999 cards: $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 $0.35 per transaction. WEX VIRTUAL FINANCIAL INCENTIVES Subject to the expressed conditions below, NJPAs member organizations may be entitled to a rebate (the "Rebate") based on total Annual Net Spend in accordance with the below Rebate Table. The Rebate is based on 30mday billing and 15mday payment. Please see the attached sam to e agreement. Rebate Table Annual Net Spend $2j000s000 - $49999,999 $5o000l000 - $1419991999 Basis Points (Rebate Percentage) to member 110 basis points (1. 10%) 115 basis points (1.15%) Nips llmy.rfp385.comfirxiexWrtp/pf143SP,1V12YOhTpNknHOK%4ilscwc 41162 EXHIBIT "A" PROPOSAL 511312016 Fiml Card with Related VeNcle Fuel Management. Transaction, and Payment SeltlemenUProcessiruj Services number of payment due days, the Rebate Percentage will be reduced by one half of a basis point (09005%)o For each day Thai the 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 (0e005% a Payment The Rebate will be paid in the form of a check 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 Multi -Currency Conversion Fee 4 Copy Retrieval Fee Returned Payment Fee (e.g. NSF/ACH) WAIVED $25600 $25s00 0,90% of total Transaction value 0,,20% of total Transaction value $5.00 per request $35.00 per incident Fees or Charges for Additional Products or Features is Available Upon Request. 9- Overnight Shipping Fee: This fee applies for each card a Company requests from Issuer for overnight delivery (24 hours or less). If the request is made by Company to Issuer, then the Company will pay the overnight shipping fee imposed by Issuer. 2-Expedited Shipping Fee: This fee applies for each card shipment the Company requests Fran Issuer for expedited delivery. If the request is matte by Company to issuer, then the Company will pay the blips I/my,,(fp365,comfindex#1r fpfpfl43SMM 2Y0hTpNknH 0K%v/s core 43/62 EXHIBIT "A" PROPOSAL SM3120W Fuel Card with Related Vel9cle Fuel Mimingement, Transaction, and Paymetg SelflemenWrocessing Services below., It is possible to qualify for A, B, both A and B, or neither. The pricing contained in this document supersedes that of the attached sample Business Charge Account Agreement., Please also see the attached current NJPAAqreement Addendum.. Definitions "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 all transactions that occurred 16 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 not include: (i) 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 (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 month in arrears, in the accordance with the below Rebate Table, off all State Government NJPA members' Monthly Retail Transactions based on the tier established in the table below (the "Rebate"). WEXis 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 participcopitingin the state's contract. Monthly Spend 'Basis Points (Rebate Percentage) to member $0 - $114991999 � 130 basis points (1.30%) i $1,500,000 - $2v999t999 G 145 basis points (1.45%) I { $3,000,000,m $4,4991999 150 basis points (1.50%) $4e5001000 - $51999,999 155 basis points (1.55%) N1ps:11my,,r fp365.coniAndex#lrfp/pfl43SMM2YOliTpNknH OKYA core 45162 5/1312016 $6,OOOtOOO+ Conditions EXHIBIT "A" PROPOSAL Fuel Card wIffi Related VeNcle Fuel M&iagement, Transaction, and Payment SettlemenUProcessing Services. s t i 1 Z 160 basis points (1.60%) f } t f 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 will review anv act orlaw-as it 12ettains to payment timina for the NJPA and Its members. UDon review of such act or law W-EX will agree that extended time to remit payment will NOT adverselv affect the volume rebate available to NJPA members unless such act or law permits payment to be made ton excess of 50 days from the billing date appearing on the invoice (i.e. 45 days from the date of recet'pt),, 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 Transactions.. to- determine the Volume Rebate., Payment Rebates forinternational transactions shall be paid at a rate of 50% of the applicable Rebate Percentage. Rebates shall be paid to you monthly in arrears. �. Re Payment Timing bate:_ so Subject to the express conditions below, we will issue a monthly rebate in accordance with the below Payment T41 iming 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 so appearing on your invoice. Basis Points (Rebate Percentage) 6 basis points (0.06%,) hilps-1/myA 365.conifindex#/rVpII43SMV12YOliTpNknHOKvi/Score 4&62 EXHIBIT "A" PROPOSAL VIY2016 Fuel Card with Related Velicle Fuel M arimpment, Transaction,, and Payment Set9ement/Roces sing Services Monthly Payment in full within 5 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 Timing Options in 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 for international transactions shall be paid at 50% of the applicable Rebate Percentage. Payment Timing Rebates shall be pa -id tc5 you monthly in arrears. Cvcle Swaps. 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 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 and cycle changes cannot be made mid -week or midmmonth 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 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 https-.,//my,rfp365,comrindex#frfplpfl43SNIV12YOliTpNknNOK%vlscore 47/62 EXHIBIT "A" PROPOSAL 611312016 Feel Card with Related Vehicle Fuel Managemed, Trwisaction, and Payment SelgementlProces sing Services 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 11 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 delinquent if the balance is not 11 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 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 payment is 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 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 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's finance charge. In the event that the calculated finance chargeis less than seventy-five 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 11 is less than ten dollars ($10)1 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 International Currency Conversion Fee Reproduced Reports WAIVED WAIVED WAIVED 2% of the total transaction value $25.00 per request hilpSY/my,rfp365.,comfindex#lrfptpfl43SMM2YOhTpNknHOKw/Score 48162 EXHIBIT "A" PROPOSAL 61IY2016 Fuel CcirdwittiRe-latedVeNcieFt)(#,sI Mcoviagement, T(an3action, and Payment SeWenienVP(ocessinq Services General Research Fee $15.00 per hour Expedited Shipping Fees Returned Payment Fee Over Credit Limit Fee Reactivation Fee Truck Stop Fee Program Maintenance Charge Paper Delivery Fee Cost varies $50-.00 per occurrence $5.00 per transaction or $100 flat fee per month t $50,.00 per occurrence (max monthly fee of $50.00) $100 per card swipe at a diesel pump2 WAIVED $10.00 per month for paper invoicing and reporting Pricing for additional products and serv11 ices is available upon request or reflected on the enroffinent (ones ot- in the terms of use that you must agree to in order to receive the additional products and services. 1 You may choose to have a Oat fee or a per transaction tee applied in the event that you exceed your credit line. 2Acttial charges to he applied to your accotint will he disclosed on your billing statement. All Uncinm0 terms and conditions for ancillary products as described in response to Question 95 also ana1v to State Government customers. Not Scored 19,0 Propose a method of facilitating " sourced" products or related services, which may he referred to as " open market" items or "nonstandard options" . For example, you may supply such items " at cost" or " at cost plus a percentage," or you may supply a quote for each such request. N/A. Not Scored hilps-1/my.r (p365.comfindex#1("pfl4 3SMM2Y0hTpNkN10K%4Ac ore 49162 Exhibit "B" ADDENDUM TO THE FUEL CARD SERVICES AGREEMENT BETWEEN WEX BANK, FORMERLY WRIGHT EXPRESS FINANCIAL SERVICES CORPORATION ("WEX") AND SOURCEWELL, FORMERLY THE NATIONAL .JOINT POWERS ALLIANCE ("NJPA") ("SOURCEWELL") CREDIT INFORMATION Participating Entity has requested a credit account pursuant to the Vendor Agreement #04216-WEX ("Agreement") entered into between Sourcewell (formerly the National Joint Powers Alliance ("NJPA") ("Sourcewell") and WEX Bank, formerly Wright Express Financial Services Corporation ("WEX") and thereby creating the program ("Program") by which to enroll participants ("Participating Entity"). By enrolling in this Program, the Participating Entity named below agrees that in the event their account is not paid as agreed, WEX may report the undersigned's liability for and the status of the account to credit bureaus and others who may lawfully receive such information. Participating Entity Phone # d Fax# City of Round Rock 512-218-5400 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 Sourcewell (fka NJPA) Member ID Number . -Applicant's Taxpayer ID # (TIN, FEIN or SSN) 6969 74-6017485 In Business Since (yyyy) Year of Incorporation (yyyy) Number cf Vehicles Avg Monthly Fuel Expenditures Avg Monthly Service Expenditures 1700 $160,000 $0 ACCOUNT SETUP INFORMATION Participating Entity name as you wish it to appear on cards. Limit of 20 characters & spaces. Unless specified, no company name will appear on cards. H ® El 9 E 1:1.1 R R R 1:11:1 F] 1:1 Billing Contact Billing Address City State Zip+4 Sherri Crone 221 East Main Street ; Round Rock TX 78664-5299 Designate the Fleet Contact authorized to receive all charge cards, reports, and other such information we provide from time to time and to take actions with respect to your account and account access. This is also the person designated by your company to provide all fleet vehicles, driver and other information we may request. Authorized Fleet Contact Name Title Phone # Fax # Chad McDowell Director 512-341-3191 Mailing Address (if different from billing address) City State Zip+4 2008 Enterprise Drive Round Rock TX t78664-5299 Email address (required to take advantage of product type card controls) cmcdowell@roundrocktexas.gov I ® Check here if Participating Entity is exempt from motor fuels tax 1. This Addendum ("Addendum") is to allow the Participating Entity to participate under the Agreement between WEX and Sourcewell. It does not modify, amend or change the Agreement in any way. This Addendum supersedes and replaces in its entirety the prior Addendum between the parties dated May 11, 2012. 2. Participating Entity hereby requests the services of WEX described in the Agreement and agrees to perform all 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_ Participating Entity acknowledges 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 account(s). 4. INFORMATION SHARING DISCLOSURE: Information regarding Participating Entity transactions may be provided to Sourcewell accepting merchants or their service providers. 5. Compliance with Federal Law: WEX Bank complies with federal law which requires all financial institutions to obtain, verify, and record infonnation that Identifies each company or person who opens an account. What this means 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. We may ask to see your driver's license or other identifying documents for your Business. 6. DISCLAIMER: THIS IS AN APPLICATION FOR SERVICES AND SHALL NOT BE BINDING UPON WEX UNTIL FINAL CREDIT APPROVAL HAS BEEN GRANTED BY WEX. Any person signing on be If of the Participating Entity has been duly authorized by all necessary action of Participating Entity's governing body, and that the undersigned is authorized to make this plication a d accept a terms referenced herein on behalf of the Participating Entity. Signature: Print Name. Title: Date: • Complete and sign addendum. Fax or email to • - OFFICE Oppty Number Sales Code Plastic Type Coupon Code Account Number USE ONLY SOURCEWELL 04 04.Sourcewll Participating ADDEND.CRDAPP (07/18/2019) i ROU N D ROCK, TEXAS PURPOSE. PASSION. PROSPERITY, EXHIBIT "C" 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 resulting from a response to the Solicitation/Specification, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work as a result of the solicitation by the successful respondent, its agents, representatives, volunteers, employees or subcontractors. 1.1. Reserved. [City has been customer since 2012]. 1.2. The following standard insurance policies shall be required. 1.2.1. General Liability Policy 1.2.2. Automobile Liability Policy 1.2.3. Worker's Compensation Policy 1.3. The following general requirements are applicable to all policies: 1.3.1. Only insurance companies licensed and admitted to do business 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. 1.3.4. Upon request, certified copies of all insurance policies 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 $300,000.00 per occurrence. 1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each occurrence. 1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence. 1.3.5.4. Statutory Worker's Compensation Insurance and minimum $1001000.00 Employers Liability Insurance. 1.3.6. Coverage shall be maintained for two years minimum after the termination of the Agreement. Page 1 of 1 EXHIBIT "A" PROPOSAL WIM16 Feel CardwithRelatedVeNcIeFuel Mant-ugement, Transaction, arxf PaynieiitSettlenient/Processliv.j Services Expedited Shipping Fee 3-Cross Border Fee,* A cross border fee shall be applied to ally Transaction when tile country code of tile merchant and tile country code of tile Account User are not tile same. go 4-Multi-Currency Tile payment platform multi -currency provider conversion fee shall be applied to ally Transaction that is billed through tile payment platform provider ki a currency other than U.S. dollars,, The payment platform provider will convert the Transaction to U.S. dollars (or the Account User billing currency) at tile exchange rate determined by tile payment platform provider (or its Affiliates) using its currency conversion procedure. The currency conversion rate (which is differetit from tile MiOU& Conversion cy Fee) is generally either a wholesale market rate or a govemnietit-niatidated rate in effect oil tile date of conversion. Tile currency conversion rate used oti the conversion safe may differ fromthe rate ineffect on nthe date a Transactiois made. WEX TELEMATICS PRICING Please see the attached WEX Telematics Pricing and WEX Telematics Master Agreement. Not Scored 160 Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. N/A. Not Scored 17. The pricing offered in this proposal is: a) the same as the Proposer typically offers to an individual municipality, university, or school district. b) 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 typical) offers (please describe), B and 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 contract is the same or better than what we typically offer government procurement organizations and state purchasing departments Not Scored 18a 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 price at our accepting locations. We will provide NJPA members with rebates in accordance with the lihps:llniy.trp365.com/irAexNrrptpII43SMM2YOtiTpNknHOK%Ii/Score 4462 EXHIBIT "A" PROPOSAL 5/1:92016 Fuel Card with Relatecl VeNcle fuel Nimigement, T(ansaction. and Payment SelllenienWrocess Ing Services $15 000 000 - $24,999,999 120 basis points (1.20%) $25 000 000 - $4919991999 130 basis points (1.30%) $25t000,000+ Conditions 135 basis points (1.35%) Member is eligible for the Rebate if it satisfies the following conditions: (1) Member's Annual Net Send must exceed Two Million Dollars ($2,000,000)in the Contract Years- P and, (2) Member's Average Transaction Size must equal or exceed One Hundred Twenty Five Dollars ($125),11 and (3) Member must not be in Default (as defined by Section 12A) 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 will 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 transaction is 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 made in 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 bas41 is points (0.50%) 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, adjusted in accordance with the DSO. For each day that the DSO is in excess of the number of days in the billing cycle, divided by two, plus the hIlps,oftni yx fp365.comfindexNr fp/pn43SMM2Y0hTpN knH OKYA core 42/62