HomeMy WebLinkAbout26-110 Resolution No. 26-110
RESOLUTION
APPROVING THE CONTINUED PARTICIPATION OF THE CITY OF ELGIN IN A
CONTRACT RENEWAL BETWEEN THE STATE OF ILLINOIS DEPARTMENT OF
CENTRAL MANAGEMENT SERVICES AND WEX BANK FOR THE PROCUREMENT OF
FUEL FOR MUNICIPAL VEHICLE FLEET AND EQUIPMENT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that it hereby approves the continued participation of the City of Elgin in a contract renewal
between the State of Illinois Department of Central Management Services and WEX Bank
providing for the procurement of fuel for the City of Elgin's municipal vehicle fleet and equipment,
a copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: July 8,2026
Adopted: July 8,2026
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
Central Management Services
Sourcewell
Participating Contract
JPMC 030625-WEX Fleet Payment Solutions
26-416CMS-BOSS4-P-95131
The Parties to this Participating Contract ("Participating Contract" or"Contract") are the State of
Illinois acting through the undersigned Agency (collectively the State) and WEX Bank (the
"Vendor"). This Contract, consisting of the signature page and numbered sections listed below
and any attachments referenced in this Contract, constitute the entire contract between the
Parties concerning the subject matter of the Contract, and in signing the Contract, the Vendor
affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto
are true and accurate as of the date of the Vendor's execution of the Contract. This Contract
supersedes all prior proposals, contracts and understandings between the Parties concerning the
subject matter of the Contract. This Contract can be signed in multiple counterparts upon
agreement of the Parties. Cooperative contract means the agreement between the lead entity
and the vendor as facilitated by the cooperative.
1. SCOPE OF WORK
This Participating Contract incorporates the Cooperative Contract Master Agreement
030625-WEX for use by Central Management Services (CMS). This JPMC may be utilized by
all governmental units and qualified not-for-profit agencies as defined in Section 6 of this
Contract.
The State of Illinois is procuring:
A. Fleet Card Vendor payment solutions for fuel, oil, and fluids for vehicles, aircraft,
and watercraft, including gasoline, diesel fuel, alternative fuels, aviation fuel,
lubricants, and fluids.
B. Fleet Card Vendor payment solutions for electric vehicle charging, station fees; and,
C. Fleet Card Vendor payment solutions for vehicle, aircraft, and watercraft-related
maintenance, repairs, supplies and services, including oil changes, tire repair,
replacement, alignment and balancing, replacement parts, emergency repairs,
roadside assistance and towing services, wash or detail services, inspections and
certification services, marina services, and related parts or supplies.
D. In addition to the card and mobile application services the State is procuring a
complementary offering of services, including, but not limited to card issuance and
replacement, account customization, transaction processing and payment
settlement, transaction statement and reporting, fleet data analytics, integrated
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telematics, private-site fuel location payment or data services, digital and mobile
applications, training, and technical and customer support.
1.1. Participation: This Participating Contract may be used by all state agencies,
institutions of higher institutions, political subdivisions and other entities authorized
to use statewide contracts in the State of Illinois. Issues of interpretation and
eligibility for participation are solely within the authority of the State Chief
Procurement Official.
1.2. Primary Contacts: The primary contact individuals for this Participating Addendum
are as follows (or their named successors):
1.2.1. Vendor WEX Bank
A. Name: Janet Parker
B. Title: Strategic Relationship Manager
C. Address: 1 Hancock Street, Portland, ME 04101
D. Telephone:207-749-6176
E. Email: Janet.Parker@wexinc.com
1.2.2. Participating Entity (Central Management Services)
A. Name: Krysti Rinaldi
B. Title: Assistant Director
C. Address: 300 West Jefferson Street, 3"' Floor, Springfield, IL 62702
D. Telephone: 217.558.3765
E. Email: Krysti.Rinaldi@illinois.gov
2. Participating State Modifications or Additions to Sourcewell
Master Agreement 030625-WEX:
The following changes are modifying or supplementing the Cooperative contract terms and
conditions. These modifications and additions apply only to actions and relationships with
Central Management Services and other State Agencies. Any conflict between the terms of
the Cooperative Contract and the terms of this Participating Contract shall be governed by
the terms of this Participating Contract. Those terms that are not otherwise in conflict shall
continue in full force and effect.
2.1. SUPPLIES AND/OR SERVICES REQUIRED:
2.1.1. Telematics Services.
A. For State Agencies Telematics usage must be approved by Central
Management Services Division of Vehicles (CMS DOV).
B. Vendor will work with Fleet Operations (Fleet Ops) and Geotab to
customize CMS DOV reports (i.e. a utilization report that did not use GPS
location data).
i. Vendor provides individualized scheduling planning meetings with
agencies and continues to coordinate with CMS DOV and agencies
on installations.
ii. Vendor will coordinate with Geotab to troubleshoot when a device or
modem is not working or is causing electrical problems in vehicles.
iii. Vendor will set up the State of Illinois Geotab Dashboard interface
and coordinates with Geotab to"program"and customize our dash
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to meet our reporting needs (i.e. turned off GPS tracking and
activated a location tracking purging mechanism to satisfy the
demands of our State of Illinois (SOI) bargaining units).
iv. Vendor will help CMS DOV staff set up maintenance email
notifications (to mirror the preventative maintenance schedule we
set up in our Fleet Management Software System (FMSS)
Enterprise Asset Management (EAM) system) to go out to agencies
from their individual dashboards and continue to train Vehicle
Coordinators (VCs).
2.1.2. Wex Fleet Plus Card
A. State Agencies will not be granted access to use the Wex Fleet Plus Card.
2.1.3. WEX EV At-Home and WEX EV Depot
A. State Agencies will not be granted access to use the WEX EV At-Home
and/or WEX EV Depot.
2.1.4. Driver Dash
A. State Agencies will not be granted access to use Driver Dash.
2.2. MILESTONES AND DELIVERABLES:
2.2.1. Disaster Preparedness
A. The fueling of The State's vehicle fleet is critical. In the event of a
unforeseen disaster that effects either the State or Wex, Wex must work
with the State in order to ensure the State has continued access to their
Fuel Cards and services of this Contract.
B. WEX must work with the State to set up online emergency card profiles
so the State can easily remove or change the card control limits to
support the emergency needs. WEX must send regular updates outlining
which networks and fuel stations are open and active in disaster areas.
2.2.2. The Vendor must provide Representational State Transfer Application
Programming Interface (REST API) for Cards, Accounts, and Transactions.
A. WEX offers a comprehensive suite of Application Programming Interface
API)-driven solutions that empower businesses to optimize fleet
management, reduce costs, and enhance security. WEX APIs provide
real-time transaction monitoring, fraud alerts, and granular card controls,
enabling proactive fraud prevention and minimizing financial losses. WEX
offer API-driven real-time alerts and notifications to their customers to
immediately notify them of possible fraudulent events. We are also
exploring mobile app payment integration to enhance security and
convenience for drivers. WEX APIs are designed to meet the diverse
needs of our customers, from SMBs to large fleets, and can be
customized to address specific use cases and risk tolerances. By
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partnering with WEX, customers gain access to innovative solutions that
enhance efficiency, strengthen security, and drive business growth.
B. Fleet Administration Services currently available via API include Account
Card, Driver, Site, and Vehicle management integrations.
C. Digital Instant Issuance functionality provides a replacement card (due
to loss, theft, or damage) within one hour.
D. Fraud Mitigation functionality allows WEX customers to receive real-
time email alerts and advanced decision making (e.g., flag a transaction
as "valid" or"fraudulent").
2.3. VENDOR/STAFF SPECIFICATIONS:
2.3.1. Any changes in Contact Persons shall be in writing to the State within two
business days.
A. Vendor will provide a Government Relationship Manager/Public Sector
Relationship Manager:
A. Name: Janet Parker
B. Phone: 207-749-6176
C. Email: janet.parker@wexinc.com
B. Vendor will provide Account Manager/Public Sector Account Executive,
and day-to-day primary contact for CMS is:
A. Name: Ashley Connelly
B. Phone: 207-303-8550
C. Email: Ashley.connelly@wexinc.com
D. Day to day contact for agency vehicle coordinators will be to utilize
the four team members dedicated to government accounts (POD):
the government POD consists of 4 trained reps to answer questions
and assist with any issues/reporting etc.
Phone: Office 866-627-8039
Email: SAS@wexinc.com
C. CMS DOV Contact
A. Division of Vehicles (DOV) Contact Name: Kevin Campbell
B. DOV Contact Title: Innovations and Systems Manager
C. DOV Contact Phone: (773) 882-6858
D. DOV Contact Email: Kevin.M.Campbell@Illinois.gov
D. Vendor will provide training on a frequency determined by the State.
Vendor's Merchant Operations will work with the State, individual agencies
and merchants to correct any product code errors.
E. Coordination with Fleet Management Software System
A. WEX must work with the State's Fleet Management Software System
vendor to provide a WEX Link flat file for the State of IL to upload to
the FMSS vendor's site.
2.3.2. Transition, if, at any time, this Participating Addendum is canceled, terminated,
or otherwise expires, and a Contract is subsequently executed with a firm other
than the Vendor, the Vendor has the affirmative obligation to assist in the
smooth transition of Contract services to the subsequent contractor, including
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providing documents and information not otherwise protected from disclosure by
law and other reasonable requests made by the State's contract administrator.
Transition assistance will be provided at no separate or additional cost to the
State, whether by lump sum cost encumbrance, hourly charges, or any other
form of separate or additional cost.
2.3.3. Vendor will provide the State with the opportunity to refer fuel stations to a
WEX certified credit card processor for inclusion into the network. Inclusion
into the network will be subject to the Vendor's standard practices.
A. WEX will provide instructions to CMS to give to CMS Division of Vehicles,
approved garages and approved preventive maintenance
providers/vendors for the State.
B. The garage/service provider will need to work with their credit card
processor to complete a merchant application provided by the processor.
The processor will then work with WEX to complete acceptance.
C. Reference Section 2.2.2.(A).
D. The transaction data must be provided in a flat file and includes extensive
detail for both fueling and service transactions, enabling fleets to analyze
vehicles, drivers, and purchase information, and reconcile monthly
invoices.
E. Prior to invoicing the State of Illinois, Vendor must be able to deduct the
Federal Excise Tax, State and Local taxes for fuel that the State is exempt
from paying.
Vendor must maintain vendor status, as applicable, for diesel fuel tax exemption
the State of Illinois is entitled to receive.
2.4. SUBCONTRACTING:
2.4.1. Will subcontractors be utilized for the services provided under this Agreement
for the State of Illinois? ( I Yes ® No
2.4.2. Vendor must receive prior written approval before use of any subcontractors
in the performance of this Contract. Vendor shall describe, in an attachment
if not already provided, the names and addresses of all authorized
subcontractors to be utilized by Vendor in the performance of this Contract,
together with a description of the work to be performed by the subcontractor
and the anticipated amount of money that each subcontractor is expected to
receive pursuant to this Contract. If required, Vendor shall provide a copy of
any subcontracts within fifteen (15) days after execution of this Contract.30
ILCS 500/20-120.
2.4.3. A subcontractor is a person or entity that enters into a contractual agreement
with a total value of $100,000 or more with a person or entity who has a
contract subject to the Illinois Procurement Code pursuant to which the
person or entity provides some or all of the goods, services, real property,
remuneration, or other monetary forms of consideration that are the subject
of the primary State contract, including subleases from a lessee of a State
contract.
2.4.4. All contracts with subcontractors where the annual value of the subcontract
is greater than $50,000 must include Illinois Standard Certifications
completed by the subcontractor.
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2.4.5. Please identify below subcontracts with an annual value of $100,000 or more
that will be utilized in the performance of the contract, the names and
addresses of the subcontractors, and a description of the work to be
performed by each.
A. Subcontractor Name:
B. Amount to Be Paid:
C. Address:
D. Description of Work:
If additional space is necessary to provide subcontractor information, please attach
an additional page.
2.4.6. If the annual value of any subcontracts is more than $100,000, then the
Vendor must provide to the State the Financial Disclosures and Conflicts of
Interest for that subcontractor.
2.4.7. If at any time during the term of the Contract, Vendor adds or changes any
subcontractors, Vendor is required to promptly notify, in writing, the State
Purchasing Officer or the Chief Procurement Officer of the names and
addresses and the expected amount of money that each new or replaced
subcontractor will receive pursuant to this Contract. Any subcontracts
entered prior to award of this Contract are done at the sole risk of the
Vendor and subcontractor(s).
2.5. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this
section all fuel card services shall be performed in the United States. If the Vendor
performs the services purchased hereunder in another country in violation of this
provision, such action may be deemed by the State as a breach of the Contract by
Vendor.
2.5.1. Vendor shall disclose the locations where the fuel card services required shall
be performed and the known or anticipated value of the services to be
performed at each location. If the Vendor received additional consideration in
the evaluation based on work being performed in the United States, it shall
be a breach of contract if the Offeror shifts any such work outside the United
States.
A. Location where fuel card services will be performed: USA
B. Value of services performed at this location: 100%
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3. PRICING
3.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to
indicate whether the Contract price is firm or estimated at the time it is submitted
for obligation. The total price of this Contract is estimated.
3.2. VENDOR'S PRICING: Vendor's pricing is in the Items Tab in the BidBuy Purchase
Order.
3.2.1. Per the Sourcewell Master Agreement 030625 WEX Article 1: General Terms,
subpoint 10, Pricing: Pricing information (including Pricing and Delivery and
Pricing Offered tables) for all Included Solutions within Supplier's Proposal is
incorporated into this Master Agreement.
3.2.2 Per the Sourcewell Master Agreement 030625 WEX Article 1: General Terms,
subpoint 11, Not to Exceed Pricing: Suppliers may not exceed the prices listed
in the current Pricing List on file with Sourcewell when offering Included
Solutions to Participating Entities. Participating Entities may request
adjustments to pricing directly from Supplier during the negotiation and
execution of any transaction.
3.2.3. Rebates
Monthly Spend Basis Points (Rebate Percentage)
to member
No minimum spend requirement 185 basis points (1.85%)
A. The Rebate set forth herein is expressly conditioned on the following:
i. Monthly billing.
ii. Electronic reporting.
iii. Payment in full within 26 calendar days of the billing date appearing
on your invoice.
iv. Credit approval.
v. Signing a three-year contract.
B. Rebates are not available for purchases made with the electric vehicle
radio frequency identification card (RFID)
3.2.4. Vendor's Merchant price adjustment: The following is a list of WEX accepting
merchants for State and participating entities that provide additional
discounts.
A. Vendor will be adding the State of Illinois accounts to their growing
discount network, called the Edge Network.
B. Please note that Vendor will have a specific enrollment form for State
Contracts for the Edge Network.
C. Merchant price adjustments are based on a) use of the Vendor card at
the location and b) the Merchant participation in the Vendor's fuel
program.
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D. Please note that the Merchant may suspend, modify or discontinue
participation in the Vendor's fuel program at any time. Merchants may be
added to the Vendor fuel program during the life of this contract and, as
such, the price adjustments will be included.
E. There is no guarantee that these price adjustments will remain the same
throughout the life of the contract and are subject to annual review by
the Merchant of State's and Participating Entity's purchasing volume at
the Merchant's locations. These price adjustments will be paid monthly in
arrears directly to the qualifying entity.
F. Merchant Price Adjustments:
Merchant Cents/Gallon Fuel Type
Huck's Convenience Stores $0.04 Gasoline and Diesel
Gas City/Steel City $0.03 . Gasoline and Diesel
Road Ranger $0.02/$.04 Gasoline and Diesel
Kelley Williamson $0.03 Gasoline and Diesel
Knapp Oil $0.02 Gasoline and Diesel
Hy-Vee Inc $0.03 Gasoline and Diesel
Safeway $0.01 Gasoline and Diesel
Casey's General Stores $0.10 Gasoline and Diesel
3.2.5. Telematics Pricing—negotiated pricing in accordance with Section 3.2.2. of this
participating contract.
A. The existing CMS 12,500 vehicle units pricing is set at $19.75, and is a
bundled fee: hardware, installation and monthly service.
i. BidBuy Line item #28 pricing expires June 27, 2029.
ii. Self-installation is deferred to Fiscal Year 2028, to allow for
completion of existing fleet installations by Wex/Geotab.
B. New telematics sales starting 6/1/26 will fall under the new WEX Bank
Sourcewell Master Agreement 030625-WEX contract current pricing.
i. The GR9 bundle (self-installation, including unit and harness) is $20
each.
ii. The ProPlus Bundle (self-installation, including unit and harness) is
$20.95/month.
3.2.6. Analytics Pricing—Included in BidBuy Line Items.
A. Will be incorporated into WEX Online, the main platform that every
account uses. There is no charge for WEX Online.
B. Transaction log must include vehicle Asset number, date, time and
location that fuel was dispensed, odometer reading, fuel description, fuel
quantity, and price per gallon.
C. Once Clearview is integrated with WEX Online there may be a charge for
some enhanced reporting features.
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3.3. ECONOMIC ADJUSTMENTS:
3.3.1. Vendor must notify The State of all fully executed Sourcewell Price and
Product Change Request Forms.
A. The State reserves the right to accept or reject all fully executed
Sourcewell Price and Product Change Request Forms.
3.3.2. Any Material change to this Agreement must be executed in writing through
an amendment and will not be effective until it has been duly executed by
The State and the Vendor.
3.4. MAXIMUM AMOUNT: This is an indefinite quantity master contract.
4. TERM AND TERMINATION
4.1. TERM:
4.1.1. TERM OF THIS CONTRACT: The Contract will have a term commencing
upon 6/1/26 or the last dated signature of the parties whichever is later and
ending on June 27, 2029.
A. In no event will the maximum total term of the Contract, including the
initial term, any renewal terms, and any extensions, exceed the length of
the Sourcewell Master Agreement.
B. Vendor shall not commence billable work in furtherance of the Contract
prior to final execution of the Contract except when permitted pursuant
to 30 ILCS 500/20-80.
4.2. TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in
part, immediately upon notice to the Vendor if: (a) the State determines that the
actions or inactions of the Vendor, its agents, employees or subcontractors have
caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the
Vendor has notified the State that it is unable or unwilling to perform the Contract.
4.2.1. If Vendor fails to perform to the State's satisfaction any material requirement
of this Contract, is in violation of a material provision of this contract, or the
State determines that the Vendor lacks the financial resources to perform the
Contract, the State shall provide written notice to the Vendor to cure the
problem identified within the period of time specified in the State's written
notice. If not cured by that date the State may either: (a) immediately
terminate the Contract without additional written notice or (b) enforce the
terms and conditions of the Contract.
4.2.2. For termination due to any of the causes contained in this Section, the State
retains its rights to seek any available legal or equitable remedies and
damages.
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4.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with
thirty (30) days prior written notice to Vendor, terminate this Contract in whole or in
part and without payment of any penalty or incurring any further obligation to the
Vendor.
4.3.1. Upon submission of invoices and proof of claim, the Vendor shall be entitled
to compensation for supplies and services provided in compliance with this
Contract up to and including the date of termination.
4.4. AVAILABILITY OF APPROPRIATION: This Contract is contingent upon and subject
to the availability of funds. The State, at its sole option, may terminate or suspend
this Contract, in whole or in part, without penalty or further payment being required,
if (1) the Illinois General Assembly or the federal funding source fails to make an
appropriation sufficient to pay such obligation, or if funds needed are insufficient for
any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency's funding
by reserving some or all of the Agency's appropriation(s) pursuant to power
delegated to the Governor by the Illinois General Assembly, or (3) the Agency
determines, in its sole discretion or as directed by the Office of the Governor, that a
reduction is necessary or advisable based upon actual or projected budgetary
considerations. Contractor will be notified in writing of the failure of appropriation or
of a reduction or decrease. Notwithstanding the foregoing, the State will pay for
incurred charges made by the State on Vendor provided fuel cards.
5. STANDARD BUSINESS TERMS AND CONDITIONS
5.1 PAYMENT TERMS AND CONDITIONS:
5.1.1 Proper bills and invoices will be paid by the State within 60 days of receipt in
accordance with the State Prompt Payment Act and Illinois Administrative
Code. 30 ILCS 540; 74 III. Adm. Code 900.
5.1.2 LATE PAYMENT: Payments, including late payment charges, will be paid in
accordance with the State Prompt Payment Act and rules when applicable.
30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor's sole remedy for
late payments by the State. Payment terms contained in Vendor's invoices
shall have no force or effect.
5.1.3 MINORITY CONTRACTOR INITIATIVE: RESERVED.
5.1.4 EXPENSES: The State will not pay for supplies provided or services
rendered, including related expenses, incurred prior to the execution of this
Contract by the Parties even if the effective date of the Contract is prior to
execution.
5.1.5 PREVAILING WAGE: If Vendor provides services within the State of Illinois,
as a condition of receiving payment Vendor must (i) be in compliance with
the Contract, (ii) pay its employees prevailing wages when required by law,
(iii) pay its suppliers and subcontractors according to the terms of their
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respective contracts, and (iv) provide lien waivers to the State upon request.
Examples of prevailing wage categories include public works, printing,
janitorial, window washing, building and grounds services, site technician
services, natural resource services, security guard and food services. The
prevailing wages are revised by the Illinois Department of Labor (DOL) and
are available on DOL's official website, which shall be deemed proper
notification of any rate changes under this subsection. Vendor is responsible
for contacting DOL at 217-782-6206 or (https.//labor.illinois.gov) to ensure
understanding of prevailing wage requirements.
5.1.6 FEDERAL FUNDING: This Contract may be partially or totally funded with
Federal funds. If Federal funds are expected to be used, then the
percentage of the good/service paid using Federal funds and the total
Federal funds expected to be used will be provided to the awarded Vendor in
the notice of intent to award.
5.1.7 INVOICING: By submitting an invoice, Vendor certifies that the supplies or
services provided meet all requirements of this Contract, and the amount
billed and expenses incurred are as allowed in this Contract. Invoices for
supplies purchased, services performed, and expenses incurred through June
30 of any year must be submitted to the State no later than July 31 of that
year; otherwise Vendor may have to seek payment through the Illinois Court
of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30
ILCS 210.
A. Vendor shall not bill for any fuel taxes unless accompanied by proof that
the State is subject to the tax. If necessary, Vendor may request the
applicable agency's Illinois tax exemption number and Federal tax
exemption information.
B. Vendor shall invoice at this completion of the Contract unless invoicing is
tied in this contract to credit billing cycles, milestones, deliverables, or
other invoicing requirements agreed to in the Contract. Send invoices to:
Agency: Applicable Agency will
provide invoicing
information.
Attn:
Address:
City, State Zip
C. For procurements conducted in BidBuy, the Agency may include in this
contract the BidBuy Purchase Order as it contains the Bill To address.
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5.2. ASSIGNMENT: This Contract may not be assigned or transferred in whole or in part
by Vendor without the prior written consent of the State.
5.3. SUBCONTRACTING: RESERVED.
5.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain
books and records relating to the performance of this Contract and any subcontract
necessary to support amounts charged to the State pursuant this Contract or
subcontract. Books and records, including information stored in databases or other
computer systems, shall be maintained by the Vendor for a period of three (3) years
from the later of the date of final payment under the Contract or completion of the
Contract, and by the subcontractor for a period of three (3) years from the later of
final payment under the term or completion of the subcontract. If Federal funds are
used to pay Contract costs, the Vendor and its subcontractors must retain their
respective records for five (5) years. Books and records required to be maintained
under this section shall be available for review or audit by representatives of the
procuring Agency, the Auditor General, the Executive Inspector General, the Chief
Procurement Officer, State of Illinois internal auditors or other governmental entities
with monitoring authority, upon reasonable notice and during normal business
hours. Vendor and its subcontractors shall cooperate fully with any such audit and
with any investigation conducted by any of these entities. Failure to maintain books
and records required by this section shall establish a presumption in favor of the
State for the recovery of any funds paid by the State under this Contract or any
subcontract for which adequate books and records are not available to support the
purported disbursement. The Vendor or subcontractors shall not impose a charge for
audit or examination of the Vendor's or subcontractor's books and records. 30 ILCS
500/20-65.
5.5. TIME IS OF THE ESSENCE: RESERVED.
5.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a
Party to exercise or enforce a right does not waive that Parry's right to exercise or
enforce that or other rights in the future.
5.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will
be excused by unforeseeable circumstances beyond its reasonable control and not
due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes,
fire, flood, explosion, and governmental prohibition. The non-declaring Party may
cancel this Contract without penalty if performance does not resume within thirty
(30) days of the declaration.
5.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents
and subcontractors, may have or gain access to confidential data or information
owned or maintained by the other Party in the course of carrying out its
responsibilities under this Contract. The Parties shall presume all information
received from the other Party, or to which it gains access pursuant to this Contract,
is confidential. No confidential data collected, maintained, or used in the course of
performance of this Contract shall be disseminated except as authorized by law and
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with the written consent of the disclosing Party, either during the period of this
Contract or thereafter. The receiving Party must return any and all data collected,
maintained, created or used in the course of the performance of this Contract, in
whatever form it is maintained, promptly at the end of this Contract, or earlier at the
request of the disclosing Party, or notify the disclosing Party in writing of its
destruction. The foregoing obligations shall not apply to confidential data or
information lawfully in the receiving Party's possession prior to its acquisition from
the disclosing Party; received in good faith from a third Party not subject to any
confidentiality obligation to the disclosing Party; now is or later becomes publicly
known through no breach of confidentiality obligation by the receiving Party; or that
is independently developed by the receiving Party without the use or benefit of the
disclosing Party's confidential information.
5.9. USE AND OWNERSHIP: Reserved.
5.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold
harmless the State of Illinois, its agencies, officers, employees, agents and
volunteers from any and all costs, demands, expenses, losses, claims, damages,
liabilities, settlements and judgments from third-parties, including in-house and
contracted reasonable attorneys' fees and expenses, arising out of: (a) any breach
or violation by Vendor of any of its certifications, representations, warranties,
covenants or agreements; (b) any actual or alleged death or injury to any person,
damage to any real or personal property, or any other damage or loss claimed to
result in whole or in part from Vendor's negligent performance; (c) any act, activity
or omission of Vendor or any of its employees, representatives, subcontractors or
agents; or (d) any actual or alleged claim that the services or goods provided under
this Contract infringe, misappropriate, or otherwise violate any intellectual property
(patent, copyright, trade secret, or trademark) rights of a third party. In accordance
with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973
Illinois Attorney General Opinion 78, the State may not indemnify private parties
absent express statutory authority permitting the indemnification. Neither Party
shall be liable for incidental, special, consequential, or punitive damages.
5.11. INSURANCE: Vendor shall, at all times during the term of this Contract and any
renewals or extensions, maintain and provide a Certificate of Insurance naming the
State as an additionally insured for all required bonds and insurance. Certificates
may not be modified or canceled until at least thirty (30) days' notice has been
provided to the State. Vendor shall provide: (a) General Commercial Liability
insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily
Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability,
including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and
Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker's
Compensation Insurance in the amount required by law. Insurance shall not limit
Vendor's obligation to indemnify, defend, or settle any claims.
5.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor
and not an agent or employee of, or joint venturer with the State. All payments by
the State shall be made on that basis.
State of Illinois Participating Contract
v.26.1
14
5.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person
employed by the State during the term of this contract to perform any work under
this Contract. Vendor shall give notice immediately to the Agency's director if
Vendor solicits or intends to solicit State employees to perform any work under this
Contract.
5.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and
subcontractors shall comply with all applicable Federal, State, and local laws, rules,
ordinances, regulations, orders, Federal circulars and all license and permit
requirements in the performance of this Contract. Vendor shall be in compliance
with applicable tax requirements and shall be current in payment of such taxes.
Vendor shall obtain at its own expense, all licenses and permissions necessary for
the performance of this Contract.
5.15. BACKGROUND CHECK: If a representative of Vendor physically enters property
owned by the State, the State may conduct, at its expense, criminal and driver
history background checks of Vendor's and subcontractor's officers, employees or
agents. Vendor or subcontractor shall immediately reassign any individual who, in
the opinion of the State, does not pass the background check.
5.16. APPLICABLE LAW:
A. PREVAILING LAW: This Contract shall be construed in accordance with
and is subject to the laws and rules of the State of Illinois.
B. EQUAL OPPORTUNITY: The Department of Human Rights' Equal
Opportunity requirements are incorporated by reference. 44 III. Adm.
Code 750.
C. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any
claim against the State arising out of this Contract must be filed
exclusively with the Illinois Court of Claims. 705 ILCS 505. The State
shall not enter into binding arbitration to resolve any dispute arising out
of this Contract. The State of Illinois does not waive sovereign immunity
by entering into this contract.
D. OFFICIAL TEXT: The official text of the statutes cited herein is
incorporated by reference. An unofficial version can be viewed at
(www.ilea.4ov/legislation/ilcs/ilcs.asp).
5.17. ANTI-TRUST ASSIGNMENT: Reserved.
5.18. CONTRACTUAL AUTHORITY: The Agency that signs this Contract on behalf of the
State of Illinois shall be the only State entity responsible for performance and
payment under this Contract. When the Chief Procurement Officer or authorized
designee or State Purchasing Officer signs in addition to an Agency, he/she does so
as approving officer and shall have no liability to Vendor. When the Chief
Procurement Officer or authorized designee or State Purchasing Officer signs a
State of Illinois Participating Contract
v.26.1
15
master contract on behalf of State agencies, only the Agency that places an order or
orders with the Vendor shall have any liability to the Vendor for that order or orders.
5.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or
member of a unitary business group, as defined in the Illinois Income Tax Act, shall
submit a bid for or enter into a contract with a State agency if that business or any
member of the unitary business group is an expatriated entity.
5.20. NOTICES: Notices and other communications provided for herein shall be given in
writing via electronic mail whenever possible. If transmission via electronic mail is
not possible, then notices and other communications shall be given in writing via
registered or certified mail with return receipt requested, via receipted hand delivery,
via courier (UPS, Federal Express or other similar and reliable carrier), or via
facsimile showing the date and time of successful receipt. Notices shall be sent to
the individuals who signed this Contract using the Contact information following the
signatures. Each such notice shall be deemed to have been provided at the time it is
actually received. By giving notice, either Party may change its contact information.
5.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must
be in writing and signed by authorized representatives of the Parties. Any provision
of this Contract officially declared void, unenforceable, or against public policy, shall
be ignored and the remaining provisions shall be interpreted, as far as possible, to
give effect to the Parties' intent. All provisions that by their nature would be
expected to survive, shall survive termination.
5.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor
shall meet to discuss performance or provide contract performance updates to help
ensure proper performance of this contract. The State may consider Vendor's
performance under this Contract and compliance with law and rule to determine
whether to continue this Contract, suspend Vendor from doing future business with
the State for a specified period of time, or whether Vendor can be considered
responsible on specific future contract opportunities.
5.23. FREEDOM OF INFORMATION ACT: This Contract and all related public records
maintained by, provided to, or required to be provided to the State are subject to
the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the
contrary that may be found in this Contract. 5 ILCS 140.
5.24. SCHEDULE OF WORK: Any work performed on State premises shall be performed
during the hours designated by the State and performed in a manner that does not
interfere with the State and its personnel.
5.25. WARRANTIES FOR SUPPLIES AND SERVICES: RESERVED.
State of Illinois Participating Contract
v.26.1
16
5.26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall
notify the State, in a reasonable amount of time, of insolvency or bankruptcy that
may have a material impact on Vendor's ability to perform this Contract.
5.27. EMPLOYEMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-
offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the
Illinois Department of Revenue (telephone #: 217-524-4772) for information about
tax credits.
6. Piggyback and Participating Contract Terms and Conditions
6.1. In the event of any inconsistency or conflict between the articles, attachments or
provisions which constitute this Participating Contract, the following descending
order of precedence shall apply:
6.1.1. This State of Illinois Participating Contract.
6.1.2. Sourcewell Master Agreement 030625-WEX Fleet Payment Solutions with
Related Services.
6.1.3. Sourcewell Solicitation RFP 030625 — Fleet Payment Solutions with Related
Services.
6.1.4. Vendor's response to Cooperative Solicitation RFP 030625 — Fleet Payment
Solutions with Related Services.
6.1.5. Contractor's terms and conditions.
6.2. The Chief Procurement Officer for General Services makes this contract available to
all governmental units and qualified not-for-profit agencies.
6.3. Vendor agrees to extend all terms and conditions, specifications, and pricing or
discounts specified in this contract for the items in this contract to all State of Illinois
governmental units and qualified not-for-profit agencies.
6.4. The supplies or services subject to this Contract shall be distributed or rendered
directly to each governmental unit or qualified not-for-profit agency.
6.5. Vendor shall bill each governmental unit or qualified not-for-profit agency separately
for its actual share of the costs of the supplies or services purchased.
6.6. The credit or liability of each governmental unit or qualified not-for-profit agency
shall remain separate and distinct.
6.7. Disputes between vendors and governmental units or qualified not-for-profit
agencies shall be resolved between the affected parties.
6.8. All terms and conditions in this Contract apply with full force and effect to all
purchase orders.
State of Illinois Participating Contract
v.26.1
17
7. STATE SUPPLEMENTAL PROVISIONS
7.1. ® Agency Definitions
7.1.1. "Chief Procurement Officer" means the chief procurement officer appointed
pursuant to 30 ILCS 500/10-20(a)(4).
7.1.2. "Governmental unit" means State of Illinois, any State agency as defined in
Section 1-15.100 of the Illinois Procurement Code, officers of the State of
Illinois, any public authority in Illinois which has the power to tax or any
other public entity created by Illinois statute.
A. State Agencies are defined as any department, office, commission,
board, or authority within the Executive Department, which includes
state supported universities and colleges. This term encompasses
various entities that operate under the state government, providing
services and oversight across different sectors.
7.1.3. "Qualified not-for-profit agency" means any not-for-profit agency that
qualifies under Section 45-35 of the Illinois Procurement Code and that either
(1) acts pursuant to a board established by or controlled by a unit of local
government or (2) receives grant funds from the State or from a unit of local
government.
7.2. ❑ Required Federal Clauses, Certifications and Assurances
7.3. I I Public Works Requirements (construction and maintenance of a public work) 820
ILCS 130/4.
7.4. n Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site
technician, natural resources, food services, security services, and printing, if valued
at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.
7.5. I Agency Specific Terms and Conditions
7.6. Other (describe)
8. ATTACHMENTS
8.1. Financial Disclosures
8.2. Cooperative Participation State of Illinois Specific Terms and Conditions
8.3. WEX Fleet Card Financial Incentives for Sourcewell Statewide Contracts
8.4. WEX Telematics Customer Agreement
8.5. WEX Sawatch Analytics Terms and Conditions
8.6. WEX EV Charging En Route Solution Enrollment Form and the Sourcewell
Addendum to the Fuel Card Services Agreement
State of Illinois Participating Contract
v.26.1
18
Central Management Services
JPMC 030625-WEX Fleet Payment Solutions
26-416CMS-BOSS4-P-95131
VENDOR
Vendor Name: WEX Bank Address (City/State/Zip): 111 East Sego Lily Drive,
Suite 250, Sandy, UT 84g70
Phone: 207-749-6176 (Janet Parker)
Printed Name: Jason Price Email: janet.parker@wexinc.com
Title: President Date: 5/13/2026
Signatur
STATE OF ILLINOIS
Purchasing Agency: Central Management Services Phone: 217-558-3765
Street Address: 300 W. Jefferson Street, 3rd Fl
City, State ZIP: Springfield, IL 62702
Official Signature: (72O
Printed Name: Raven DeVaughn by David W. Thomas
Official's Title: Director by Agency Purchasing Officer
State of Illinois Participating Contract
v.26.1
19
AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS
• Agency Reference #: 26-416CMS-BOSS4-R-297363
• Project Title: JPMC 030625-WEX Fleet Payment Solutions
• Contract #: 26-416CMS-BOSS4-P-95131
• Procurement Method (IFB, RFP, Small Purchase, etc.): RFP
• BidBuy / Bulletin Reference #: 26-416CMS-BOSS4-B-51252
• BidBuy / Bulletin Publication Date: 04/06/26
• Award Code: B
• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No
• Funding Source:
• Obligation #:
• Small Business Set-Aside? Yes No Percentage:
• Minority Owned Business? Yes No Percentage:
• Women Owned Business? Yes ®No Percentage:
• Persons with Disabilities Owned Business? ❑ Yes ®No Percentage:
• Veteran Owned Small Business? n Yes No Percentage:
• Other Preferences?
State of Illinois Participating Contract
v.26.1
STATE OF ILLINOIS
IPG ACTIVE REGISTERED VENDOR DISCLOSURE
(formerly named FORMS B)
BidBuy Reference#: 26-416CMS-BOSS4-B-51252 Procurement/Contract#: 26-416CMS-BOSS4-P- 95131
** STOP and READ THIS ** You may only submit this form if you have an ACTIVE (unexpired and approved)
registration in the Illinois Procurement Gateway.
This IPG Active Registered Vendor Disclosure may be used when responding to an Invitation for Bid (IFB) or a Request for
Proposal (RFP) if the vendor is registered in the Illinois Procurement Gateway (IPG) and has an active State of Illinois
Vendor Registration Number. The IPG assigns each vendor a unique State of Illinois Vendor Registration Number and
expiration date upon the Chief Procurement Office's acceptance of the vendor's IPG application.
If a vendor does not have an active State of Illinois Vendor Registration Number, then the vendor must complete and
submit Vendor Disclosure (formerly named Forms A) with their response. Failure to do so may render the submission
non-responsive and result in disqualification.
Please read this entire section and provide the requested information as applicable. All parts in the IPG Active Registered
Vendor Disclosure must be completed in full and submitted along with the vendor's bid, offer, or response.
1. Certification of Illinois Procurement Gateway Registration
My business has an active State of Illinois Vendor Registration Number.
To ensure that you have an active registration in the IPG, search for your business name in the IPG Registered
Vendor Directory. If your company does not appear in the search results, then you do not have an active IPG
registration.
State of Illinois Vendor Registration Number: IPG-0675466
IPG Expiration Date: 01/15/2027
2. Certification Timely to this Solicitation or Contract
Vendor certifies it is not barred from having a contract with the State based upon violating the prohibitions related
to either submitting/writing specifications or providing assistance to an employee of the State of Illinois by
reviewing, drafting, directing, or preparing any invitation for bids, a request for proposal, or request of
information,or similar assistance(except as part of a public request for such information). 30 ILCS 500/50-10.5(e).
® Yes n No
3. Disclosure of Lobbyist or Agent (Complete only if bid,offer, or contract has an annual value over$100,000)
Is your company or parent entity(ies) represented by or do you or your parent entity(ies) employ a lobbyist
required to register under the Lobbyist Registration Act (lobbyist must be registered pursuant to the Act with the
Secretary of State) or an agent who has communicated, is communicating, or may communicate with any State
officer or employee concerning the bid or offer? If yes, please identify each lobbyist and agent, including the
name and address below. n Yes ® No
If yes, please identify each lobbyist and agent, including the name and address below. If you have a lobbyist that
does not meet the criteria, then you do not have to disclose the lobbyist's information. Additional rows may be
inserted into the table or an attachment may be provided if needed.
State of Illinois Chief Procurement Office for General Services 1
IPG Active Registered Vendor Disclosure
V.26.1
STATE OF ILLINOIS
IPG ACTIVE REGISTERED VENDOR DISCLOSURE
(formerly named FORMS B)
Name Address _ Relationship to Disclosing Entity
Click here to enter text. Click here to enter text. Click here to enter text.
Describe all costs/fees/compensation/reimbursements related to the assistance provided by each representative
lobbyist or other agent to obtain this Agency contract: Click here to enter text.
4. Disclosure of Current and Pending Contracts
Complete only if: (a)your business is for-profit and (b)the bid, offer,or contract has an annual value over
$100,000. Do not complete if you are a not-for-profit entity.
® Yes ❑ No. Do you have any contracts, pending contracts, bids, proposals, subcontracts, leases or other
ongoing procurement relationships with units of State of Illinois government?
If"Yes", please specify below. Additional rows may be inserted into the table or an attachment in the same format
may be provided if needed.
Agency Project Title Status Value contract
Reference/P.O./Illinois
Procurement Bulletin#
CMS Fleet Fuel Card Services Active >$200,000 CMS7903500
5. Vendor certifies that no procurement or laundering of apparel provided to the State under the contract has
been or will be provided through the use of forced labor exploitation. 30 ILCS 500/25-210.
6. Signature
As of the date signed below, I certify that:
• My business' information and the certifications made in the Illinois Procurement Gateway are truthful and
accurate.
• The certifications and disclosures made in this IPG Active Registered Vendor Disclosure are truthful and
accurate.
This IPG Active Registered Vendor Disclosure is signed by an authorized officer or employee on behalf of the bidder,
offeror, or vendor pursuant to Sections 50-13 and 50-35 of the Illinois Procurement Code, and the affirmation of the
accuracy of the financial disclosures is made under penalty of perjury.
This disclosure information is submitted on behalf of:
Vendor Name: WEX Bank Phone: 207-749-6176
Street Address: 111 East Sego Lily Drive, Suite 250 Email: janet.parker@wexinc.com
City, State, Zip: Sandy, UT 84070 Vendor Contact: Janet Parker
State of Illinois Chief Procurement Office for General Services 2
IPG Active Registered Vendor Disclosure
V.26.1
STATE OF ILLINOIS
IPG ACTIVE REGISTERED VENDOR DISCLOSURE
(formerly named FORMS B)
Signa MEIN allinDate: 3/16/2026
Jason Price
Printed Name:
Title: President
State of Illinois Chief Procurement Office for General Services 3
IPG Active Registered Vendor Disclosure
V.26 1
STATE OF ILLINOIS
TAXPAYER IDENTIFICATION NUMBER
I certify that:
The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),
and
I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the
Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,
or(c)the IRS has notified me that I am no longer subject to backup withholding,and
I am a U.S. person(including a U.S.resident alien).
• If you are an individual, enter your name and SSN as it appears on your Social Security Card.
• If you are a sole proprietor,enter the owner's name on the name line followed by the name of the business
and the owner's SSN or EIN.
• If you are a single-member LLC that is disregarded as an entity separate from its owner,enter the owner's
name on the name line and the D/B/A on the business name line and enter the owner's SSN or EIN.
• If the LLC is a corporation or partnership, enter the entity's business name and EIN and for corporations,
attach IRS acceptance letter(CP261 or CP277).
• For all other entities,enter the name of the entity as used to apply for the entity's EIN and the EIN.
Name:
Business Name: WEX Bank
Taxpayer Identification Number:
Social Security Number: Click here to enter text.
or
Employer Identification NumberlIMMI
Legal Status (check one):
❑Individual ❑Governmental
❑Sole Proprietor ❑ Nonresident alien
❑ Partnership ❑ Estate or trust
❑ Legal Services Corporation ❑ Pharmacy(Non-Corp.)
❑Tax-exempt ❑ Pharmacy/Funeral Home/Cemetery(Corp.)
❑Corporation providing or billing ❑ Limited Liability Company
medical and/or health care services (select applicable tax classification)
®Corporation NOT providing or billing ❑C=corporation
medical and/or health care services ❑ P=partnership
Signature of Authorized Representative: IIIMIIIIIII
Date: 3/16/2026
State of Illinois Chief Procurement Office for General Services 4
IPG Active Registered Vendor Disclosure
V.26.1
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
Overview Section
Overview
Supplier Name WEX Bank IPG NUMBER IPG-0675466
SUBMIT DATE 01/14/2026 REVIEW DATE 01/14/2026
STATUS Active(Accepted) FLAGS Yes
DBA COMPANY NAME ADDRESS 111 E Sego Lily Dr Ste 250,
Sandy,Utah,United States,
84070
REGISTERING AS A Prime SMALL BUSINESS SET-ASIDE No
PROGRAM(SBSP)
REGISTERED
General Information
Overview
BUSINESS NAME WEX Bank DBA NAME
FEDERAL EMPLOYER ID
NUMBER
Corporate Headquarters
COMPANY ADDRESS LINE 1 111 E Sego Lily Dr Ste 250 CITY Sandy
COUNTY STATE Utah
ZIP/POSTAL CODE 84070 COMPANY PHONE (207)749-6176
COMPANY FAX COMPANY EMAIL janet.parker@wexinc.com
COMPANY WEBSITE www.wexinc.com
Primary Contact
CONTACT NAME Janet Parker TITLE Strategic Relationship
Manager
PHONE NUMBER (207)749-6176 MOBILE NUMBER
FAX NUMBER EMAIL janet.parker@wexinc.com
NIGP Information
NIGP Codes
946-25-Banking Services
Page 1 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
946-35-Credit Card,Charge Card Services
946-70-Payment Card Services
Ownership Information
Ownership Information
COMPANY TYPE Corporation COMPANY ETHNICITY
Form A.Business Information
A.Business Information
1.Your Business is registering Prime 2.Name of CEO/Business Jason Price
as a Owner
3.Annual Sales/Gross 855000000 4.When was your Business 07/29/1997
Receipts Established?
5.In what ILLINOIS County The business conducts 6.Contact Person for this Janet Parker
(ies)are you conducting business statewide Vendor Registration
Business?
Contact Person Title Strategic Relationship Contact Person Phone 2077496176
Manager
Contact Person Email janet.parker@wexinc.com
Form B.Additional Information
B.Additional Information
1.How did you learn about State Agency
the Illinois Procurement
Gateway?(Select ALL that
apply)
Form C.Small Business Set-Aside Program
C.Small Business Set-Aside Program
1.Would you like to apply or No
requalify for the Small
Business Set Aside Program
Form D.Department of Human Rights(DHR)
Page 2 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
D. Department of Human Rights(DHR)
1.Highest number of 80 2.Select the DHR Status of My Business had 15 or more
employees(including full and your Business employees at any time within
part time the past year
employees)at any time
during the past year
Enter Illinois DHR Public 109291-00
Contract Number
Form E.Authorized to do Business in Illinois
E.Authorized to do Business in Illinois
Is your Business Registered Yes-registered and in good
and Authorized to do standing with the Illinois
business in Illinois? Secretary of State
Form F.Certifications
F.Certifications
1.Vendor certifies it is not Yes 2.This applies to individuals, N/A
prohibited by federal sole proprietorships,general
agencies pursuant to a United partnerships,and single
States Department of member LLCS,but is not
Homeland Security Binding otherwise applicable.Vendor
Operational Directive due to certifies he/she is not in
cybersecurity risks.30 ILCS default on an educational
500/25-90 loan.5 ILCS 385/3
3.Vendor certifies that it has Yes 4.Vendor certifies it has Yes
reviewed and will comply neither been convicted of
with the Department of bribing or attempting to bribe
Employment Security Law(20 an Officer or Employee of the
ILCS 1005/1005-47)as State of Illinois or any other
applicable State,nor made an admission
of guilt of such conduct that is
a matter of record.30 ILCS
500/50-5
Page 3 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
5.If Vendor has been Yes 6.If vendor or any Officer, Yes
convicted of a felony,vendor Director,Partner,or other
certifies at least five years Managerial Agent of Vendor
have passed since the date of has been convicted of a
completion of the sentence felony under the Sarbanes-
for such felony,unless no Oxley act of 2002,or a class 3
person held responsible by a or class 2 felony under the
prosecutor's office for the Illinois Securities Law of 1953,
facts upon which the Vendor certifies at least five
conviction was based years have passed since the
continues to have any date of the conviction.
involvement with the Vendor further certifies that it
business.vendor further is not barred from being
certifies that it is not barred awarded a contract.30 ILCS
from being awarded a 500/50-10.5
contract.30 ILCS 500/50-10
7.Vendor certifies that it and Yes 8.Vendor certifies that it and Yes
its affiliates are not all affiliates shall collect and
delinquent in the payment of remit Illinois use Tax on all
any debt to the University or sales of tangible personal
the State(or if delinquent, property into the state of
have entered into a deferred Illinois in accordance with
payment plan to pay the debt provisions of the Illinois use
or are actively disputing or Tax act.30 ILCS 500/50-12
seeking resolution).30 ILCS
500/50-11,50-60
9.Vendor certifies that it has Yes 10.Vendor certifies it has Yes
not been found by a Court or neither paid any money or
the Pollution Control Board to valuable thing to induce any
have committed a willful or person to refrain from
knowing violation of the bidding on a state contract,
Environmental Protection Act nor accepted any money or
within the last five years,and other valuable thing,or acted
is therefore not barred from upon the promise of same,
being awarded a contract.30 for not bidding on a State
ILCS 500/50-14 contract.30 ILCS 500/50-25
11.Vendor certifies it has Yes 12.Vendor certifies that if it Yes
read,understands and is not hires a person required to
knowingly in violation of the register under the lobbyist
"revolving door"provision of registration act to assist in
the Illinois Procurement obtaining any State contract,
Code.30 ILCS 500/50-30 that none of the lobbyist's
costs,fees,compensation,
reimbursements or other
remuneration will be billed to
the State.30 ILCS 500/50-38
Page 4 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
1 13.Vendor certifies that it Yes 14.Vendor certifies it will Yes
will not retain a person or report to the Illinois Attorney
entity to attempt to influence General and the Chief
the outcome of a Procurement Officer any
procurement decision for suspected collusion or other
compensation contingent in anti-competitive practice
whole or in part upon the among any Bidders,Offerors,
decision or procurement.30 Contractors,Proposers,or
ILCS 500/50-38 Employees of the State.30
ILCS 500/50-40,50-45,50-50
15.Vendor certifies that if it is Yes 16.Vendor certifies that if Yes
awarded a contract through awarded a contract for public
the use of the preference works,steel products used or
required by the Procurement supplied in the performance
of Domestic Products Act, of that contract shall be
then it shall provide products manufactured or produced in
pursuant to the contract or a the United States,unless the
subcontract that are executive head of the
manufactured in Illinois or Procuring Agency/University
the United States. 30 ILCS grants an exception in
517 writing.30 ILCS 565
17.If vendor is awarded a Yes 18.If vendor is an individual N/A
contract worth more than and is awarded a contract
$5,000 and employs 25 or worth more than$5,000,
more employees,vendor vendor certifies it shall not
certifies it will provide a drug engage in the unlawful
free workplace pursuant to manufacture,distribution,
the Drug Free Workplace Act. dispensation,possession,or
30 ILCS 580 use of a controlled substance
during the performance of
the contract pursuant to the
drug free workplace act.30
ILCS 580
19.Vendor certifies that Yes 20.Vendor certifies that no Yes
neither vendor nor any foreign-made equipment,
substantially owned affiliate materials,or supplies
is participating or shall furnished to the
participate in an international Agency/University under any
boycott in violation of the U.S contract have been or will be
Export Administration Act of produced in whole or in part
1979 or the applicable by forced labor or indentured
regulations of the United labor under penal sanction.
States Department of 30 ILCS 583
Commerce.30 ILCS 582
Page 5 of 12 1/14/2026 327:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
21.Vendor certifies that no Yes 22.Vendor certifies that if Yes
foreign-made equipment, awarded a contract including
materials,or supplies Information Technology,
furnished to the Electronic Information,
Agency/University under any Software,Systems and
contract have been produced Equipment,developed or
in whole or in part by the provided under any contract,
labor or any child under the it will comply with the
age of 12.30 ILCS 584 applicable requirements of
the Illinois Information
Technology Accessibility Act
Standards.30 ILCS 587
23.Vendor certifies that if it Yes 24.Vendor certifies it has not Yes
owns residential buildings, been convicted of the offense
that any violation of the Lead of bid rigging or bid rotating
Poisoning Prevention Act has or any similar offense of any
been mitigated.410 ILCS 45 State or of the United States.
720 ILCS 5/33 E-3,E-4,E-11
25.Vendor certifies it Yes 26.Vendor certifies it does Yes
complies with the Illinois not pay dues to or reimburse
Department of Human Rights or subsidize payments by its
act and rules applicable to Employees for any dues or
public contracts,which fees to any"discriminatory
include providing equal club."775 ILCS 25/2
employment opportunity,
refraining from unlawful
discrimination,and having
written sexual harassment
policies.775 ILCS 5/2-105
Page 6 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
27.Vendor warrants and Yes 28.Vendor certifies that it has Yes
certifies that it and,to the read,understands and is in
best of its knowledge,its compliance with the
subcontractors have and will registration requirements of
comply with executive order the Illinois Elections Code(10
no.1(2007).The order ILCS 5/9-35)and the
generally prohibits vendors restrictions on making
and subcontractors from political contributions and
hiring the then-serving related requirements of the
governor's family members to Illinois Procurement Code.30
lobby procurement activities ILCS 500/20-160 and 50-37
of the state,or any other vendor will not make a
Government in Illinois political contribution that will
including local Governments violate these requirements.
if that procurement may
result in a contract valued at
over$25,000.This prohibition
also applies to hiring for that
same purpose any former
State Employee whose
procurement authority at any
time during the one-year
period preceding the
procurement lobbying
activity.
29.This applies to individuals, N/A 30.Vendor certifies that no Yes
sole proprietorships,general procurement or laundering of
partnerships,and single apparel provided to the State
member LLC'S,but is not under the contract has been
otherwise applicable.vendor or will be provided through
certifies that he/she has not the use of forced labor
received an early retirement exploitation.30 ILCS 500/25-
incentive prior to 1993 under 210.
section 14-108.3 or 16-133.3
of the Illinois Pension Code or
an early retirement incentive
on or after 2002 under
section 14-108.3 or 16-133.3
of the Illinois Pension Code.
(30 ILCS 105/15a;40 ILCS 5/14
-108.3;40 1105 5/16-133
Form G. Board of Elections(BOE)
G.Board of Elections(BOE)
1.Is your Business registered Yes-I certify my business is Enter the BOE registration 12637
with the Board of Elections registered with BOE. number
(BOE)?
Page 7 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
Form H.Iran Disclosure
H. Iran Disclosure
1.Do you or any of your No business operations to
corporate parents or disclose
subsidiaries have any
business operations that must
be disclosed?
Form I. Financial Disclosure&Conflicts of Interest
I. Financial Disclosure&Conflicts of Interest
A.Identify the applicable Other Privately Held Entity B.Is there a parent entity that Yes
entity type (i.e.LLC/partnership/privately owns 100%of the Business?
held corporation with 100 or
fewer shareholders/or other
entity type not clearly
identified in another option)
Parent Form ipg parent financial C.Instrument of Ownership Corporate Stock(C-
disclosures and conflicts of or Beneficial Interest Corporation/S-
interest form V1 Corporation/Professional
(2)_134128835514061759.pdf, Corporation/Service
WEX Inc 10- Corporation)
K_134128835821365643.pdf
1.Is there any individual or Yes-the information is not List of individuals or entities ipg percentage of ownership
entity who meets any of the publicly available(If any meeting one or more of the and distributive income form
following thresholds:(a) individuals are listed-answer listed thresholds V1_134128138327460047.pdf,
owns more than 5%of the Yes or No to questions 5-8 and WEX Inc 10-
business,(b)holds ownership 11-20) K_134128876094829371.pdf
share of the business valued
in excess of$142,740.00,(c)is
entitled to more than 5%
of the business'distributive
income,or(d)is entitled to
more than$142,740.00 of the
business'distributive income?
2.Please certify that the Yes 3.Please certify that the Yes
following statement is true: following statement is true:
all individuals or entities that all individuals or entities that
hold an ownership interest in were entitled to receive
the business of greater than distributive income in an
5%or valued greater than amount greater than
$142,740.00 have been $142,740.00 or greater than
disclosed in question 1. 5%of the total distributive
income of the business have
been disclosed in question 1.
Page 8 of 12 1/14/2026 3.27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
4.Disclosure of Board of Not applicable-For-Profit 5.For the individuals No
Directors for Not-for-Profit Entity disclosed above in question 1
Entities and for sole proprietors,are
any of them a person who
holds an elective office in the
state of Illinois or holds a seat
in the general assembly,or
are they the spouse or minor
child of such person?
6.For the individuals No 7.For the individuals No
disclosed above in question 1 disclosed above in question 1
and for sole proprietors,are and for sole proprietors,are
any of them appointed to or any of them an officer or
employed in any offices or employee of the capital
agencies of state government development board or the
and receive compensation for Illinois toll highway authority,
such employment in excess of or are any of them the spouse
60%($142,740.00)of the or minor child of such person?
salary of the governor,or are
any of them the spouse or
minor child of such person?
8.For the individuals No 9.If any question in 5-8 above No
disclosed above in question 1 is answered yes,please
and for sole proprietors,are answer the following: Do any
any of them appointed as a of the individuals identified,
member of a board, their spouse,or minor child
commission,authority,or receive from the entity more
task force authorized or than 7.5%of the entity's total
created by state law or by distributable income or an
executive order of the amount of distributable
governor,or are they the income in excess of the salary
spouse or an immediate of the Governor
family member who currently ($237,900.00)?
resides or resided with such
person within the last 12
months?
10.If any question in 5-8 No 11.For the individuals No
above is answered yes,please disclosed above in question 1
answer the following: Is and for sole proprietors,do
there a combined interest of any of them currently have,
any individual identified or in the previous 3 years had
along with their spouse or state employment,including
minor child of more than 15% contractual employment of
in the aggregate of the services?this does not
entity's distributable income include contracts to provide
or an amount of distributable goods or services to the state
income in excess of two times as a vendor.
the salary of the Governor
($475,800.00)?
Page 9 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
12.For the individuals No 13.For the individuals No
disclosed above in question 1 disclosed above in question 1
and for sole proprietors,have and for sole proprietors,do
their spouse,father,mother, any of them currently hold or
son,or daughter,had State have held in the previous 3
employment,including years elective office of the
contractual employment for state of Illinois,the
services,in the previous 2 government of the united
years? This does not include states,or any unit of local
contracts to provide goods or government authorized by
services to the State as a the constitution of the state
vendor. of Illinois or the statutes of
the state of Illinois?
14.For the individuals No 15.For the individuals Not applicable-No individuals
disclosed above in question 1 disclosed above in question 1 disclosed in question 1
and for sole proprietors,do and for sole proprietors,do
any of them have a any of them hold or have held
relationship to anyone in the previous 3 years any
(spouse,father,mother,son, appointive government office
or daughter)holding elective of the state of Illinois,the
office currently or in the united states of America,or
previous 2 years? any unit of local government
authorized by the
constitution of the state of
Illinois or the statutes of the
state of Illinois,which office
entitles the holder to
compensation in excess of
expenses incurred in the
discharge of that?
16.For the individuals No 17.For the individuals No
disclosed above in question 1 disclosed above in question 1
and for sole proprietors,do and for sole proprietors,do
any of them have a any of them currently have or
relationship to anyone in the previous 3 years had
(spouse,father,mother,son, employment as or by any
or daughter)holding registered lobbyist of the
appointive office currently or state government?
in the previous 2 years?
Page 10 of 12 1/14/2026 3:27:07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
18.For the individuals No 19.For the individuals No
disclosed above in question 1 disclosed above in question 1
and for sole proprietors,do and for sole proprietors,do
any of them currently have or any of them currently have or
in the previous 2 years had a in the previous 3 years had
relationship to anyone compensated employment by
(spouse,father,mother,son, any registered election or re-
or daughter)that is or was a election committee registered
registered lobbyist? with the secretary of state or
any county clerk in the state
of Illinois,or any political
action committee registered
with either the secretary of
state or the federal board of
elections?
20.For the individuals No 21.Has there been any No
disclosed above in question 1 suspension or debarment
and for sole proprietors,do from contracting with any
any of them currently have or governmental entity within
in the previous 2 years had a the previous ten years?This
relationship to anyone applies to all sole proprietors,
(spouse,father,mother,son, for-profit entities,not-for-
or daughter)who is or was a profit entities,and for the
compensated employee of individuals disclosed in
any registered election or question 1 above.
reelection committee
registered with the secretary
of state or any county clerk in
the state of Illinois,or any
political action committee
registered with either the
secretary of state or the
federal board of elections?
22.Has there been any No 23.Has there been any No
professional licensure bankruptcy within the
discipline within the previous previous ten years?this
ten years?this applies to all applies to all sole proprietors,
sole proprietors,for-profit for-profit entities,not-for-
entities,not-for-profit profit entities,and for the
entities,and for the individuals disclosed in
individuals disclosed in question 1 above.
question 1 above.
Page 11 of 12 1/14/2026 3:27.07 PM
IPG - Supplier Registration Summary
(WEX Bank)
(Registration Submitted on 01/14/2026) Active(Accepted)
24.Have there been any No 25.Have there been any No
adverse civil judgments criminal felony convictions
and/or administrative within the previous ten
findings within the previous years?this applies to all sole
ten years?this applies to all proprietors,for-profit
sole proprietors,for-profit entities,not-for-profit
entities,not-for-profit entities,and for the
entities,and for the individuals disclosed in
individuals disclosed in question 1 above
question 1 above.
Page 12 of 12 1/14/2026 3:27:07 PM
ILLINOIS PROCUREMENT GATEWAY
PERCENTAGE OF OWNERSHIP AND DISTRIBUTIVE INCOME FORM
Vendor Name: WEX Bank
DBA: n/a
INSTRUCTIONS:
1. Ownership Share—Provide the name and address of each individual or entity and their percentage of ownership if said percentage
exceeds 5%, or the dollar value of their ownership if said dollar value exceeds$142,740.
2. Distributive Income— Provide the name and address of each individual or entity and their percentage of the disclosing vendor's
total distributive income if said percentage exceeds 5%of the total distributive income of the disclosing entity, or the dollar value
of their distributive income if said dollar value exceeds$142,740.
3. Additional rows may be inserted into the tables or an attachment in a substantially similar format may be provided if needed.
Name Complete Mailing Address %of Ownership $Value of Ownership %of Distributive $Value of Distributive
Income Income
WEX Inc 1 Hancock St Portland, ME 100% Unknown Unknown Unknown
04101
Click here to enter text. Click here to enter text. Click here to Click here to enter Click here to Click here to enter
enter text. text. enter text. text.
Click here to enter text. Click here to enter text. Click here to Click here to enter Click here to Click here to enter
enter text. text. enter text. text.
Click here to enter text. Click here to enter text. Click here to Click here to enter Click here to Click here to enter
enter text. text. enter text. text.
Click here to enter text. Click here to enter text. Click here to Click here to enter Click here to Click here to enter
enter text. text. enter text text.
State of Illinois Chief Procurement Office
IL Procurement Gateway. Percentage of Ownership and Distributive Income Form
V.25.3
ILLINOIS PROCUREMENT GATEWAY
FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
This Financial Disclosures and Conflicts of Interest Form must be accurately completed and submitted by the Parent Entity
with 100%ownership of the Vendor applying for or holding registration within the Illinois Procurement Gateway. If Parent
Entity is 100% owned by another entity ("Parent's Parent Entity"), then the Parent's Parent Entity must complete this
disclosure form. This disclosure requirement continues for each successive parent until the level where the parent entity
does not have 100%ownership. Parent entities with less than 100%ownership do not need to complete this form.
There are seven steps to this form and each must be completed as instructed. The Agency/University will consider this
form when evaluating the vendor's bid, offer, response, proposal, or awarding the contract.
The requirement of disclosure of financial interests and conflicts of interest is a continuing obligation. If circumstances
change and the disclosure is no longer accurate,then disclosing entities must provide an updated form.
Vendor Name WEX Bank
Doing Business As (DBA) N/A
Disclosing Entity WEX Inc
Disclosing Entity's Parent N/A
Entity
•
Instrument of Ownership or Corporate Stock(C-Corporation,S-Corporation, Professional Corporation,Service
Beneficial Interest Corporation) ❑ If you selected Other, please describe: Click here to enter text.
State of Illinois Chief Procurement Office 1
IL Procurement Gateway:Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25.3
FINANCIAL DISLCOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
STEP 1
SUPPORTING DOCUMENTATION SUBMITTAL.
11.1
You must select one of the six options below and select the documentation you are submitting. You must provide the
documentation the applicable section requires with this form.
® Option 1—Publicly Traded Entities
1.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or
distributive income share in excess of 5%or an amount greater than 60%($142,740)of the annual
salary of the Governor.
OR
1.B. ® Attach a copy of the Federal 10-K or provide a web address of an electronic copy of the Federal
10-K, and skip to Step 3.
ri Option 2—Privately Held Entities with more than 200 Shareholders
2.A. n Complete Step 2, Option A for each qualifying individual or entity holding any ownership or
distributive income share in excess of 5%or an amount greater than 60%($142,740)of the annual
salary of the Governor.
OR
2.B. n Complete Step 2, Option A for each qualifying individual or entity holding any ownership share in
excess of 5%and attach the information Federal 10-K reporting companies are required to report
under 17 CFR 229.401.
ri Option 3—All other Privately Held Entities, not including Sole Proprietorships
3.A. n Complete Step 2, Option A for each qualifying individual or entity holding any ownership or
distributive income share in excess of 5%or an amount greater than 60%($142,740)of the annual
salary of the Governor.
n Option 4—Foreign Entities
4.A. n Complete Step 2, Option A for each qualifying individual or entity holding any ownership or
distributive income share in excess of 5%or an amount greater than 60%($142,740)of the annual
salary of the Governor.
OR
4.B. n Attach a copy of the Securities Exchange Commission Form 20-F or 40-F and skip to Step 3.
Option 5—Not-for-Profit Entities
n Complete Step 2, Option B.
❑ Option 6—Sole Proprietorships
n Skip to Step 3.
State of Illinois Chief Procurement Office 2
IL Procurement Gateway:Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25.3
FINANCIAL DISLCOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
Complete either Option A(for all entities other than not-for-profits)or Option B(for not-for-profits). Additional rows may
be inserted into the tables or an attachment may be provided if needed.
OPTION A—Ownership Share and Distributive Income
Ownership Share — If you selected Option 1.A., 2.A., 2.B., 3.A., or 4.A. in Step 1, provide the name and address of each
individual or entity and their percentage of ownership if said percentage exceeds 5%,or the dollar value of their ownership
if said dollar value exceeds $142,740.
ri Check here if including an attachment with requested information in a format substantially similar to the format below.
TABLE—X
Name Address Percentage of Ownership $Value of Ownership
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Distributive Income — If you selected Option 1.A., 2.A., 3.A., or 4.A. in Step 1, provide the name and address of each
individual or entity and their percentage of the disclosing vendor's total distributive income if said percentage exceeds 5%
of the total distributive income of the disclosing entity, or the dollar value of their distributive income if said dollar value
exceeds $142,740.
I Check here if including an attachment with requested information in a format substantially similar to the format below.
TABLE—Y
Name Address %of Distributive Income $Value of Distributive Income
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text.
State of Illinois Chief Procurement Office 3
IL Procurement Gateway:Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25.3
FINANCIAL DISLCOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
Please certify that the following statements are true.
I have disclosed all individuals or entities that hold an ownership interest of greater than 5% or greater than
$142,740.
▪Yes[1 No
I have disclosed all individuals or entities that were entitled to receive distributive income in an amount greater
than$142,740 or greater than 5%of the total distributive income of the disclosing entity.
▪Yes No
OPTION B—Disclosure of Board of Directors(Not-for-Profits)
If you selected Option 5 in Step 1, list members of your board of directors. Please include an attachment if necessary.
TABLE—Z
Name Address
Click here to enter text. Click here to enter text.
Click here to enter text. _ Click here to enter text.
Click here to enter text. Click here to enter text.
Click here to enter text. _ Click here to enter text.
Click here to enter text. Click here to enter text.
Click here to enter text. Click here to enter text.
STEP 3
PROHIBITED CONFLICTS OF INTEREST
Step 3 must be completed for each person disclosed in Step 2,Option A and for sole proprietors identified in Step 1,
Option 6 above. Please provide the name of the person for which responses are provided: WEX Inc
1. Do you hold or are you the spouse or minor child who holds an elective office in the State of ❑Yes® No
Illinois or hold a seat in the General Assembly?
2. Have you,your spouse,or minor child been appointed to or employed in any offices or ❑Yes ® No
agencies of State government and receive compensation for such employment in excess of
60%($142,740)of the salary of the Governor?
3. Are you or are you the spouse or minor child of an officer or employee of the Capital ❑Yes® No
Development Board or the Illinois Toll Highway Authority?
State of Illinois Chief Procurement Office 4
IL Procurement Gateway.Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25.3
FINANCIAL DISLCOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
4. Have you,your spouse, or an immediate family member who lives in your residence n Yes ® No
currently or who lived in your residence within the last 12 months been appointed as a
member of a board, commission, authority, or task force authorized or created by State law
or by executive order of the Governor?
5. If you answered yes to any question in 1-4 above, please answer the following: Do you,your n Yes ® No
spouse, or minor child receive from the vendor more than 7.5%of the vendor's total
distributable income or an amount of distributable income in excess of the salary of the
Governor($237,900)?
6. If you answered yes to any question in 1-4 above, please answer the following: Is there a ❑Yes ® No
combined interest of self with spouse or minor child more than 15%($475,800) in the
aggregate of the vendor's distributable income or an amount of distributable income in
excess of two times the salary of the Governor?
STEP 4
POTENTIAL ONFLICTS OF INTEREST RELATING TO PERSONAL RELATIONSHIPS
Step 4 must be completed for each person disclosed in Step 2,Option A and for sole proprietors identified in Step 1,Option
6 above.
Please provide the name of the person for which responses are provided: WEX Inc
1. Do you currently have, or in the previous 3 years have you had State employment, including ❑ Yes ® No
contractual employment of services?
2. Has your spouse, father, mother, son, or daughter, had State employment, including
contractual employment for services, in the previous 2 years? ❑ Yes ® No
3. Do you hold currently or have you held in the previous 3 years elective office of the State of n Yes ® No
Illinois, the government of the United States, or any unit of local government authorized by
the Constitution of the State of Illinois or the statutes of the State of Illinois?
4. Do you have a relationship to anyone (spouse, father, mother, son, or daughter) holding n Yes ® No
elective office currently or in the previous 2 years?
5. Do you hold or have you held in the previous 3 years any appointive government office of the n Yes ® No
State of Illinois, the United States of America, or any unit of local government authorized by
the Constitution of the State of Illinois or the statutes of the State of Illinois, which office
entitles the holder to compensation in excess of expenses incurred in the discharge of that
office?
6. Do you have a relationship to anyone (spouse, father, mother, son, or daughter) holding ❑Yes ® No
appointive office currently or in the previous 2 years?
7. Do you currently have or in the previous 3 years had employment as or by any registered n Yes ® No
lobbyist of the State government?
State of Illinois Chief Procurement Office 5
IL Procurement Gateway:Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25.3
FINANCIAL DISLCOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
8. Do you currently have or in the previous 2 years had a relationship to anyone (spouse,father, ❑Yes® No
mother,son,or daughter)that is or was a registered lobbyist?
9. Do you currently have or in the previous 3 years had compensated employment by any ❑Yes® No
registered election or re-election committee registered with the Secretary of State or any
county clerk in the State of Illinois,or any political action committee registered with either the
Secretary of State or the Federal Board of Elections?
10. Do you currently have or in the previous 2 years had a relationship to anyone (spouse,father, ❑Yes® No
mother, son, or daughter)who is or was a compensated employee of any registered election
or reelection committee registered with the Secretary of State or any county clerk in the State
of Illinois,or any political action committee registered with either the Secretary of State or the
Federal Board of Elections?
STEP 5
EXPLANATION OF AFFIRMATIVE RESPONSES
If you answered "Yes" in Step 3 or Step 4, please provide on an additional page a detailed explanation that includes, but
is not limited to the name,salary,State agency or university,and position title of each individual.
Click here to enter text.
STEP 6
POTENTIAL CONFLICTS OF INTEREST
RELATING TO DEBARMENT & LEGAL PROCEEDINGS
This step must be completed for each person and entity disclosed in Step 2,Option A,Step 3,and for each entity and sole
proprietor disclosed in Step 1.
Please provide the name of the person or entity for which responses are provided:WEX Inc
1. Within the previous ten years, have you had debarment from contracting with any ❑Yes ® No
governmental entity?
2. Within the previous ten years, have you had any professional licensure discipline? ❑Yes ®No
3. Within the previous ten years, have you had any bankruptcies? ❑Yes ®No
State of Illinois Chief Procurement Office 6
IL Procurement Gateway:Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25.3
FINANCIAL DISLCOSURES AND CONFLICTS OF INTEREST FORM
FOR PARENT ENTITY
4. Within the previous ten years, have you had any adverse civil judgments and administrative n Yes ® No
findings?
5. Within the previous ten years, have you had any criminal felony convictions? I I Yes ® No
If you answered "Yes", please provide a detailed explanation that includes, but is not limited to the name, State agency
or university, and position title of each individual. Click here to enter text.
ME= STEP7
SIGN THE DISCLOSURE
This disclosure is signed,and made under penalty of perjury for all for-profit entities, by an authorized officer or employee
on behalf of the bidder or offeror pursuant to Sections 50-13 and 50-35 of the Illinois Procurement Code. This disclosure
information is submitted on behalf of:
Name of Disclosing Entity: WEX Inc
Signature: MI._ Date: 1/14/2026
Printed Name: Janet Parker
Title: Strategic Relationship Manager
Phone Number: 207-749-6176
Email Address: janet.parker@wexinc.com
State of Illinois Chief Procurement Office 7
IL Procurement Gateway:Financial Disclosures and Conflicts of Interest Form for Parent Entity
V.25 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C.20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32426
7 IM
WEX INC.
(Exact name of registrant as specified in its charter)
Delaware 01-0526993
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Hancock St., Portland, ME 04101
(Address of principal executive offices) (Zip Code)
(207)773-8171
(Registrant's telephone number,including area code)
Securities registered pursuant to Section 12(b)of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock,$0.01 par value WEX New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.
El Yes ❑ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.
❑ Yes ® No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2)has been subject to such filing requirements for the past 90 days. 0 Yes 0 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S—T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). 0Yes 0 No
Directors
Melissa Smith Aimee Cardwell Derrick Roman
Chair,Chief Executive Officer, Former Chief Information Security Officer, Former Partner,
and President,WEX UnitedHealth Group Inc. PricewaterhouseCoopers
Jack VanWoerkom Shikhar Ghosh Stephen (Steve) Smith
Vice Chairman and Professor,Harvard Business School President and Chief Executive Officer,
Lead Director,WEX L.L.Bean
Former Executive Vice President and James (Jim) Groch
General Counsel,The Home Depot Former Chief Financial Officer, Susan Sobbott
Global Group President,and Former President of Global Commercial
Chief Investment Officer,CBRE Group,Inc. Services,American Express
Nancy Altobello
Former Global Vice Chair,Ernst&Young James Neary
Managing Director,Warburg Pincus
Daniel (Don) Callahan
Former Global Head of Operations and
Technology,Citigroup
Executive Officers
Melissa Smith Sachin Dhawan Karen Stroup
Chair,CEO,and President Chief Technology Officer Chief Digital Officer
Carlos Carriedo Ann (Annie) Drew Sara Trickett
Chief Operating Officer, Chief Risk and Compliance Officer Chief Legal Officer,
Americas Payments&Mobility Interim Chief People Officer,and
Jennifer Kimball Corporate Secretary
Joel (Jay) A. Dearborn, Jr. Chief Accounting Officer
Chief Operating Officer,International
Jagtar Narula
Robert Deshaies Chief Financial Officer
Chief Operating Officer,Benefits
Corporate Headquarters Stockholders'Meeting Investor Relations
WEX Date:May 15,2025 Steve Elder
1 Hancock Street Time:8:00 a.m.ET Senior Vice President,Global Investor
Portland,ME 04101 Relations
(207)773-8171 Location: (207)523-7769
newsroom@wexinc.com Virtual meeting details to be provided Steve.Elder@wexinc.com
www.wexinc.com in Notice and Proxy Statement
Form 10-K
Transfer Agent Ticker Symbol A copy of the Company's Form 10-K,filed
Equiniti Trust Company LLC NYSE:WEX with the Securities and Exchange
55 Challenger Road Commission,is available without charge
Suite 200B 2nd Floor upon written request to:WEX Investor
Ridgefield Park,NJ 07660 Relations,1 Hancock Street,Portland,ME
04101;by calling(207) 523-7769;or by
Independent Registered emailing Steve.Elder@wexinc.com.
Public Accounting Firm
Deloitte&Touche LLP
115 Federal Street
Boston,MA 02110
(617)437-2000
ICPOGS
Cooperative Participation
State of Illinois Specific Terms and Conditions
1. This participating agreement executed by the State of Illinois may be designated as available to all or certain
governmental units and/or qualifying not for profit agencies. "Governmental unit" means State of Illinois, any
State agency as defined in Section 1-15.100 of the Illinois Procurement Code (30 ILCS 500/),officers of the State
of Illinois, any public authority which has the power to tax,or any other public entity created by statute. 30 ILCS
525/.
2. In no event will the total term of any participating agreement, including the initial term and any extensions or
amendments,exceed ten (10)years.
3. This participating agreement and all related public records maintained by, provided to,or required to be
provided to the State, are subject to the Illinois Freedom of Information Act notwithstanding any provision to the
contrary that may be found in this contract. 5 ILCS 140.
4. Any participating agreement executed by the State of Illinois is contingent upon and subject to the availability of
funds. The State of Illinois,at its sole option, may terminate or suspend any participating agreement, in whole
or in part, without penalty or further payment being required, if(1)the Illinois General Assembly or the Federal
funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are
insufficient for any reason (30 ILCS 500/20-60), (2)the Governor of Illinois decreases the Agency's funding by
reserving some or all of the Agency's appropriation(s) pursuant to power delegated to the Governor by the
Illinois General Assembly, that a reduction is necessary or advisable based upon actual or projected budgetary
considerations. Vendor will be notified in writing of the failure of appropriation or of a reduction or decrease.
5. Any claim against any State of Illinois, any State of Illinois agency as defined in Section 1-15.100 of the Illinois
Procurement Code (30 ILCS 500/), or officers of the State of Illinois arising out of any participating agreement
must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. Payments, including late payment
charges,will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540;
74 III. Adm. Code 900. This shall be Vendor's sole remedy for late payments by the State of Illinois. Payment
terms contained in Vendor's invoices shall have no force or effect. The State of Illinois shall not enter into
binding arbitration to resolve any dispute arising out of any participating agreement.The State of Illinois does
not waive sovereign immunity.
6. Illinois may further evaluate the lead entity's awarded contracts to make best value determinations.
7. Registration in the Illinois Procurement Gateway is required before a participating agreement with the State of
Illinois may be executed. For information on registration, please visit ipg.illinois.gov.
8. Registration in BidBuy is required before a contract with the State of Illinois can be executed. For information on
registration, please see the BidBuy Vendor Registration Manual.
9. Any vendor with a participating agreement may be required to meet an Illinois Business Enterprise Program goal
(30 ILCS 575/).
10. Any vendor with a participating agreement may be required to meet a contracting goal with Illinois small
businesses (30 ILCS 500/45-90).
11. Any participating agreement executed by the State of Illinois will incorporate the State of Illinois Standard
Terms and Conditions.
State of Illinois Chief Procurement Office General Services 1
Unified Procurement Program(UPP)
IllinoisSpecific Terms and Conditions for Cooperative Participations
v.26.1
w ex BANK
VEX FLEE CARD AN IAL ININf1VE FOR SaREAEIL STATBNCE CONTRACTS
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 Sourcewell members with rebates in
accordance with the 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.
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) and private site transactions 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: (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), (ii) 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 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 Sourcewell members' Monthly
Retail Transactions based on the tier established in the table below (the "Rebate").
Rebate—Members that are participating in a Statewide contract under Sourcewell
Monthly Spend Basis Points (Rebate Percentage)
to member
No minimum spend requirement 185 basis points(1.85%)
w ex BANK
Conditions
The Rebate set forth herein is expressly conditioned on the following: (1) monthly billing; (2)
electronic reporting; (3) payment in full within 26 calendar days of the billing date appearing on
your invoice; (4) credit approval; and (5) signing a three-year contract.
WEX will review any act or law as it pertains to payment timing for Sourcewell 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 Sourcewell members unless
such act or law permits payment to be made in excess of 45 days from the billing date
appearing on the invoice.
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 multiplying the total
dollar amount of Monthly Retail Transactions by the basis points (rebate percentage).
Payment
Rebates for international transactions shall be paid at a rate of 50%of the applicable Rebate
Percentage.
ui exliANK
B. Payment 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 Sourcewell
members' accounts (the "Payment Timing Rebate").
Payment Timing Options: Payment
Bill Presentment in full within the following calendar Basis Points(Rebate Percentage)
days of the billing date appearing
on your invoice
Monthly 0 20 basis points (0.20%)
Monthly 1 19 basis points (0.19%)
Monthly 2 18 basis points (0.18%)
Monthly 3 17 basis points(0.17%)
Monthly 4 16 basis points(0.16%)
Monthly 5 15 basis points (0.15%)
Monthly 6 14 basis points (0.14%)
Monthly 7 13 basis points (0.13%)
Monthly 8 12 basis points(0.12%)
Monthly 9 11 basis points(0.11%)
Monthly 10 10 basis points (0.10%)
Monthly 11 9 basis points (0.09%)
Monthly 12 8 basis points (0.08%)
Monthly 13 7 basis points (0.07%)
Monthly 14 6 basis points (0.06%)
Monthly 15 5.5 basis points (0.055%)
Monthly 16 5 basis points (0.05%)
Monthly 17 4.5 basis points(0.045%)
Monthly 18 4 basis points (0.04%)
Monthly 19 3.5 basis points(0.035%)
Monthly 20 3 basis points (0.03%)
Monthly 21 2.5 basis points (0.025%)
Monthly 22 2 basis points (0.02%)
Monthly 23 1.5 basis points(0.015%)
Monthly 24 1 basis points (0.01%)
Monthly 25 0.5 basis points(0.005%)
Monthly 26 0 basis points
w ex BANK
Conditions
The Payment Timing Rebate set forth herein is expressly conditioned on 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.
Cycle 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 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 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 Sourcewell 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 Sourcewell members
wex BANK
unless such act or law permits payment to be made in excess of 45 days from the billing date
appearing on the invoice.
Customer shall make payment in accordance with, and within the time specified in, any specific
prompt payment laws to which Customer is subject. Issuer will provide Customer with a billing
statement for each Billing Cycle in which the Account has activity.Customer agrees to pay Issuer
in full on or before the relevant cutoff time on or before the Due Date. Customer will pay Issuer
for all credit extended under the Account, as well as any fees and charges, as provided in this
Agreement. Customer is liable for all Transactions on the Account to the fullest extent permitted
by applicable law, except as expressly provided in this Agreement. Customer may pay the entire
balance of the Account or a portion of it, at any time prior to its Due Date without penalty.
All payments must be made in United States dollars, using checks or similar payment
instruments drawn on financial institutions in the United States or by payment through the
Automated Clearing House network in accordance with Issuer's requirements.
Payments made via paper check are posted to the Account after processing and must arrive at
Issuer at least two Business Days before the Due Date on the billing statement. It can take up to
two Business Days to process a check from the time the envelope containing a check arrives at
Issuer's facility to posting of the check amount to the Account.
For payments not made by paper check, payments on a Business Day before the cut-off will be
posted on that Business Day. Payments after the Cut-off Time on a Business Day, or on a day
other than a Business Day, will be posted on the following Business Day. The Cut-off Times for
payments not made by check are as follows: a payment transaction made via Issuer's online
payment portal must be completed by 3:00 p.m. ET; a payment transaction made via IVR must
be completed by 3:00 p.m. ET; and a payment transaction made via ACH must arrive to Issuer
by 3:00 p.m. ET.
Regardless of payment method, Customer must ensure that Customer's account number is
provided with the payment. Failure to do so will cause processing delays in posting the payment
to the Account. Payments that are received at locations other than the address specified on the
billing statement, or that do not otherwise comply with instructions on the billing statement or
the Agreement, may be delayed in posting.
Payments will be applied first to fees and then to other amounts owing on the Account. Issuer,
in its sole discretion, may determine when to restore available credit in the Credit Limit after
crediting a payment to an Account.
Late Fees
Late fees to be applied and paid in accordance with any specific prompt payment laws to which
Customer is subject. If the Customer is not subject to a prompt payment law, the following
applies.
wex BANK
If Customer fails to make payment in full by the applicable Due Date, or a payment is returned
(each a "Payment Default"), then a fee (the "Late Fee") will apply to the Total Outstanding
Balance (as defined below).The Late Fee will be the greater of$75 or 7.99% (for monthly Billing
Cycles) of the Total Outstanding Balance on the Calculation Date, not to exceed the amount
allowable by applicable law. For Billing Cycles other than monthly, the percentage rate used in
the Late Fee calculation will be prorated based on the length of the billing cycle in relation to a
monthly billing cycle. Customer will be considered to have made a payment to Issuer on an
Account only when the payment is posted to the Account as provided in this Agreement.
The "Calculation Date" is the earlier of(a)the posting date for Customer's payment in full of the
invoiced amount to its Account, or(b)the last day of the Billing Cycle during which the Payment
Default occurred.The "Total Outstanding Balance" is the invoiced amount, plus the amount of
any unbilled Transactions delivered by a merchant to Issuer,and minus any credits that have
posted to the Account,through the Calculation Date.
Issuer will not charge a Late Fee if the unpaid portion of the invoice as of the Due Date is$10 or
less.
WEX Universal Fleet Card Fee Schedule
Set-up Fee WAIVED
Monthly Card Charge WAIVED
Replacement Card WAIVED
International Currency Conversion Fee 2%of the total transaction value
Reproduced Reports $25.00 per request
General Research Fee $15.00 per hour
Expedited Shipping Fees Cost varies
Returned Payment Fee $50.00 per occurrence
Reactivation Fee $50.00 per occurrence(max monthly fee of$50.00)
Truck Stop Fee $3.00 per card swipe at a diesel pumps
Paper Delivery Fee $10.00 per month for paper invoicing and reporting
Clearview Essentials WAIVED
Clearview Advanced $0.50 per active card,per month
Private Site Transaction Fee $0.15 per transaction
Pricing for additional products and services is available upon request 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.
'At Tier 1 truck stops.
WEX TELEMATICS PRICING
Please see the attached "WEX Telematics Pricing.xlsx".
Ui ex HANK
WEX EV EN ROUTE & WEX AT-HOME SOLUTION
WEX is able to offer two enhancements to our existing fuel card products which expand payment
capabilities for electric vehicle ("EV") charging subject to the additional terms and conditions
attached to this request. All participating entities may complete the attached enrollment form to
opt-in to EV payment capabilities. The fees specified in the enclosed terms and conditions will
apply. The EV En Route product expands the merchant network to allow payments through the
WEX cards with 80%of public stations in the US and growing. Fleet managers benefit from
integrated expense management for both internal combustion engine (ICE)vehicle fueling and EV
charging through their WEX fleet account -- all on a single invoice.
The WEX At-home solution allows fleets to enjoy the most cost-effective light-duty electric
vehicle charging experience via residential electricity rates.The solution can support fleet
managers through the process of having chargers installed in driver homes.Then, as drivers begin
charging their fleet vehicle(s), the solution uses real-time electric utility rates to efficiently
calculate accurate reimbursements for vehicle charging costs. Alternatively, fleet managers can
choose to reimburse costs at a custom flat rate. Once the fleet manager approves each vehicle
charge expense in WEX Online, funds are efficiently deposited into each driver's personal
reimbursement account.
WEX EV En Route &At-Home Fee Schedule
RFID Monthly Charge $5.00
RFID Replacement Fee $10.00
Cost of EV Charge Cost varies on EV Charging Company
At-Home Charging Solution Cost varies
Sawatch Labs a WEX Company
Please see the attached "Sawatch WEX EV Analytics Pricing" and "Sawatch Terms and
Conditions"
TELEMATICS
CUSTOMER AGREEMENT
THIS CUSTOMER AGREEMENT(-Agreement'),effective as of the date appearing on the Quote Sheet attached hereto(the'Effective Date') is made
by and between WEX Inc.('WEX'),a Delaware corporation with offices located at 1 Hancock Street,Portland.Maine 04101 ('WEX,—'we,''us.'and-our')and the
company identified in the Quote Sheet as Customer(also referred to herein as'you'and'your'). In consideration of the mutual covenants and conditions contained
herein,and for other good and valuable consideration,the sufficiency of which is acknowledged by the parties.the parties agree as follows:
1. Telematics Products;Sale and License Grant. 3. Scope of Support Services.
1.1.WEX,as a licensed reseller of certain telematics devices('Devices')and 3.1. If purchased by Customer, WEX shall provide the support services
related information management services ('Information Management described in this section 3. The fees for such support services are set forth
Services." and collectively,with the Devices, "Telematics Products'). shall in the applicable Quote Sheet attached hereto. WEX may, in its sole
provide such Telematics Products to Customer pursuant to the terms of this discretion, immediately suspend or terminate such support services if
Agreement. Such Telematics Products may, at WEX's sole discretion, be Customer is in breach of or default under this Agreement.
delivered directly to you by the manufacturer, our designees, or
subcontractors. The Telematics Products vary based upon the model and 3.2.WEX or our designee shall provide support services upon your request
service package that you select Such selections are identified in the during normal business hours(8:00 a.m. —5:00 p.m. ET, Monday-Friday)
applicable Quote Sheet attached hereto or as otherwise agreed to by the through our toll free customer service number,which shall be supplied to you
parties in writing. The Telematics Products collect specific data elements by your WEX sales representative. Depending on the nature of a reported
from the vehicles or equipment on which the Devices are installed,enabling issue, we may refer you to our designated service providers for additional
you to access diagnostic and location information from your vehicles and support. WEX shall use commercially reasonable efforts to correct material
equipment via the Information Management Services. defects to enable the Telematics Products to perform in accordance with the
applicable operating manuals. subject to any limitations or conditions set
1.2. Subject to and conditional upon your compliance with this Agreement forth in the specifications for the Telematics Products,as soon as practicable
and any additional manufacturer terms of use applicable to the Telematics after notification of such defect.
Products,WEX(i)transfers title to the Devices to Customer conditional upon
our receipt of payment in full.and(ii)grants to Customer a limited,revocable. 3.3.Support services do not include repair,replacement,or correction of any
non-exclusive.non-transferable,and non-sublicenseable license and right to defects caused by:
use the Information Management Services during the Term (as defined a)Failure to property install the Devices as described in the operating manual
below), solely in connection with your normal internal business operations provided to you,unless we performed the installation;
and in accordance with any Terms of Use imposed by the supplier of such b)Accident,negligence,theft.vandalism.operator error or misuse,failure of
Information Management Services.Customer shall not,directly or indirectly. or surges in electrical power, air conditioning or humidity control, abnormal
resell, sublicense, or subcontract any use of or access to the Telematics conditions,acts of God(including lightning)or causes other than normal use,
Products. c)Unauthorized modifications,attachments,repairs or unauthorized parts or
any other breach by Customer;or
1.3.Certain functions of the Telematics Products require the use of third party d)Failure of a vehicle to be in good working condition.
products or services("Third Party Products and Services).including wireless
communication services. WEX has no obligation or liability whatsoever in 3 4 The manufacturers or supplier of the Telematics Products may
respect of such Third Party Products and Services, and your use of such discontinue specific products,including related support.Support services for
Third Party Products and Services, whether acquired independently or an end-of-life product will continue to be available up to the end-of-support
through our third-party suppliers, is subject to any applicable terms and date.WEX shall use commercially reasonable efforts to provide written notice
conditions of the applicable third party suppliers for such Third Party Products or any such end-of-support dates to Customer. At that time,WEX will offer
and Services. Customer compatible Telematics Products, if available. Customer
acknowledges that discontinuation of Telematics Products and related
2. Customer Responsibilities support services may be determined by the manufacturer or supplier of such
Telematics Products and. as a result. WEX may not have the ability to
2.1.Customer is responsible for the installation of the Devices in all vehicles continue to offer the specific product and/or service,and may not be able to
and approved equipment owned, leased or rented by Customer in provide advance notice to Customer of any such discontinuation.
accordance with the applicable installation instructions provided by the
specific Device's manufacturer. Upon Customer's request. and for an 3.5 Additional Services: WEX will in good faith consider and deliver
additional fee,WEX may arrange for the installation of the Devices purchased reasonable additional professional services relating to the delivery of
from WEX.In the event Customer does not make the vehicle(s)or equipment archived data to the extent requested by Customer. Customer shall
available for the scheduled installation(s).WEX may charge Customer a-No compensate WEX for any such professional services,which services (and
Show Fee'of up to the quoted cost of the scheduled installation(s). the rates attributable thereto)shall be communicated by WEX to Customer
in an additional Quote Sheet,and Customer shall fully and without limitation
2.2.In addition,Customer shall: indemnify and hold harmless WEX for any claims or liabilities arising from the
a)designate an employee to become the key coordinator for the Telematics provision of such additional services.
Products;
b) make such coordinator and all other designated personnel available for 4.Confidentiality and Non-Disclosure,
training by WEX or our designee,as applicable;and
c) use and operate the Telematics Products in accordance with any 4.1. Confidential Information. Except as set forth in section 4.3,
instructions provided by WEX, the specific manufacturer and/or WEX's 'Confidential Information' means any information whether of a scientific.
designee technical,commercial.or strategic nature,disclosed in written or oral form by
a party,its affiliates, or on behalf of a party or its affiliates(the'Disclosing
2.3.Customer shall not.without WEX's prior written consent: Party')to the other party or its affiliates(the Receiving Party')in connection
a) allow the Devices to become installed in,affixed to,made part of,or used with this Agreement, which is designated as confidential or proprietary or
with any other goods or property other than in a vehicle or other approved should reasonably be understood by the Receiving Party to be confidential
equipment owned,leased or rented by Customer; or proprietary.
b) attach to or install on any Devices any accessory,attachment,or other
device that would impair the originally intended function.operation or good 4.2. Non-Disclosure. The Receiving Party shall not disclose any
working order of the Telematics Products; Confidential Information to any third party and shall not use any Confidential
c) make any adaptation, modification, or alteration to the Telematics Information other than for the purpose of this Agreement;provided,however,
Products;or the Receiving Party may disclose Confidential Information to its employees.
d) copy, reverse engineer, decompile or disassemble or create derivate agents, representatives, advisors and affiliates ("Representatives") if and
products(including any software or firmware)from the Telematics Products. solely to the extent(i)such disclosure is necessary to enable the Receiving
Page 1 of 5
REV 12 JAN 2023
Party to perform its obligations under this Agreement, and (ii) such certification that you have complied with the foregoing; and (iii) you shall
Representatives are bound by a fiduciary, legal, or written contractual cease all use of the Information Management Services
obligation to safeguard confidential information that is at least as restrictive
as the provisions of this Agreement. The Receiving Party shall use 6. Fees and Payment.
commercially reasonable efforts to protect and maintain the secunty and
confidentiality of all Confidential Information The Receiving Party is 6.1.Fees. During the Term,you shall pay us all fees set forth in the Quote
responsible for any breach of confidentiality caused by any of its Sheet (the "Fees") In the event our manufacturers or service providers
Representatives. change such fees or implement new charges applicable to us or the
Telematics Products, we may change the Fees and/or implement new
4.3.Exceptions. Confidential Information does not include information that charges,effective upon thirty(30)days prior written notice to you.
(i)at the time of disclosure is,or thereafter becomes,generally available to
the public other than through any act or omission on the part of the Receiving 6.2. Payment Terms and Late Fee.
Party or any of its Representatives;(ii)was known by or in the possession of a) Unless otherwise set forth on the Quote Sheet, all one-time Fees(for
the Receiving Party pnor to being disclosed by or on behalf of the Disclosing Devices, installation services and shipping)will be applied to your account
Party,as evidenced by the Receiving Party's written records,(iii)is acquired five(5)days after the Effective Date.All monthly service Fees will be invoiced
on a non-confidential basis from a third party who has the lawful and sixty(60)days from the Effective Date or upon Device activation,whichever
unrestricted right to disclose such information to the Receiving Party;or(iv) event occurs first, and will continue during the Term Unless otherwise
is independently developed by the Receiving Party without reference to or expressly stated in this Agreement, you shall pay all applicable shipping
use of,in whole or in part,any Confidential Information,as evidenced by the costs,freight,and sales and/or use taxes
Receiving Party's wntten records.
b) In order to obtain Telematics Products and related services from WEX as
4.4.Other Disclosures.Notwithstanding the obligations of nondisclosure set set forth herein, you must have a valid fleet card account open, with an
forth in section 4 2 "active" status (i e., not suspended or terminated),with our wholly owned
a) the Receiving Party or its Representatives may disclose Confidential subsidiary,WEX Bank.We will bill you for all Fees relating to products and
Information to the extent required by applicable law, regulation,or a valid services hereunder on your fleet card billing invoice.These Fees will appear
order issued by a court or governmental agency of competent jurisdiction, on your invoice as an ancillary charge and will not be included in any
provided that:(i)the Receiving Party shall first notify the Disclosing Party in calculation of net spend for purposes of calculating any applicable discounts
writing of such required disclosure so that the Disclosing Party may seek a or rebates with respect to your fleet card account You shall pay all amounts
protective order or other remedy, or, in its sole discretion, waive the without offset. In the event that your billing cycle is less than monthly for your
Receiving Party's compliance with this Agreement;and(ii)if the Disclosing fleet card program with WEX Bank,we will bill you for the Fees in the first
Party does not obtain such protective order or other remedy, or does not billing cycle of each month. In the event that your fuel card account is
waive the Receiving Party's compliance with this Agreement,the Receiving suspended or terminated pursuant to the terms and conditions of such
Party will disclose only that portion of the Confidential Information as is legally account, then your receipt of services hereunder may be correspondingly
required and shall exercise all reasonable efforts to obtain confidential suspended or terminated,as the case may be.
treatment of the Confidential Information;and
c) For the avoidance of doubt, unless otherwise set forth in writing (and
b)WEX may disclose Customer's Confidential Information to Customer's notwithstanding any additional fees payable pursuant to this Agreement),
vendors,customers,or providers of goods or services and other third parties Customer's obligations to pay for the Telematics Products and any related
as authorized in writing by Customer to the extent necessary to provide the shipping,installation,or other charges appearing on a Quote Sheet will be
Telematics Products. governed by the payment terms(including late fees and other related terms
and conditions)set forth in Customer's fleet card agreement with WEX Bank.
5. Term and Termination.
7. Ownership of Data and Technology.
a) The initial term of this Agreement commences on the Effective Date and,
unless terminated earlier pursuant to any of this Agreement's express a) Customer acknowledges and agrees that the Telematics Products are
provisions,will continue in effect for the period set forth in the Quote Sheet, comprised of propnetary property of either WEX or our manufacturers or
which generally will be a period of at least twenty-four(24)months(the"Initial suppliers, which property is protected under copyright, trademark, patent,
Term").Upon expiration of the Initial Term,this Agreement will automatically trade secret or other intellectual property laws. WEX or our manufacturers
renew at our then-current Fees for successive periods as set forth in the or suppliers retain ownership of all such underlying copyrights,trademarks,
Quote Sheet, which generally will be either one (1)month or twelve (12) trade secrets or other intellectual property rights embodied in or related to the
months (each a 'Renewal Term," and together with the Initial Term, the Telematics Products. Information related, directly or indirectly, to the
"Term")unless either party provides written notice of non-renewal to the other Telematics Products, their development, testing and all other matters are
party within the nonrenewal notice period set forth in the Quote Sheet,which trade secrets and constitute Confidential Information pursuant to section 4 of
generally will either thirty(30)or sixty(60)days prior to the expiration of the this Agreement. All rights, title to, interests in, and ownership of any
Initial Term or any Renewal Term. In addition to any other express intellectual property rights in the Telematics Products and any and all
termination nghts set forth elsewhere in this Agreement, either party may improvements, modifications, fixes or enhancements to the Telematics
terminate this Agreement at any time, effective upon wntten notice to the Products and any value added services that may be provided by WEX or its
other party,if the other party breaches any material term or condition of this designee or that arise under this Agreement, regardless of whether such
Agreement and such breach(i)is incapable of cure,or(ii)being capable of items or services are created or suggested by you,are and will remain the
cure,remains uncured(30)days after written notice from the non-breaching property of WEX or our manufacturers and service providers,as applicable
party. If you terminate this Agreement without cause,or if we terminate this You acknowledge such ownership and intellectual property rights and shall
Agreement as a result of your material breach,you shall be required to pay not remove or attempt to remove any marks, labels, or legends from the
an early termination fee of seventy-five US dollars(US$75.00)per Device, Telematics Products,or take any other action to jeopardize,limit,or interfere
plus,to the maximum extent permissible under applicable law,you shall be in any manner with our ownership of these rights
required to pay the equivalent of any reoccurring monthly service and
device/hardware Fees for the remainder of the Term b) Customer shall not copy, modify, reverse-engineer, dissemble, or
decompile any Telematics Products,and shall not disclose or provide access
In addition,we may terminate this Agreement at any time if you:(i)become to the Telematics Products to any third party for such purpose. Customer
insolvent or bankrupt; (ii)reorganize your business, make an assignment shall notify WEX immediately of any unauthorized use or disclosure of the
under,or otherwise advantage as a debtor of,bankruptcy or insolvency laws; Telematics Products, including the intellectual property relating thereto.
(iii)take any steps to wind up or otherwise terminate your existence as a legal Under no circumstances whatsoever will Customer's access to the
entity;(iv)cease operating your business;or(v)breach any material term or Telematics Products or receipt of any support services provided by WEX
condition of any other agreement between you and us(or our affiliates)and under this Agreement vest or transfer any ownership or similar nght,title,or
you fail to cure such breach within the applicable cure period. interest in or to the underlying intellectual property embodied in or related to
the Telematics Products provided to Customer.
b)Upon expiration or any termination of this Agreement (i)all rights granted
to you under this Agreement will immediately cease;(ii)you will permanently c)Customer will retain all title and other proprietary rights in and to any
erase all WEX Confidential Information from your systems and destroy,to the Customer data captured based on its use of the Telematics Products.
extent practicable, all copies of the Information Management Services Notwithstanding the foregoing and the nondisclosure obligations in section
software in your possession or control,and,upon our request,provide wntten 4.2,WEX may use,retain,disclose to third parties,and reproduce in any form
pursuant to its business operations all statistics and data delivered to or
Page 2 of 5
generated using the Telematics Products that: (i)pertains to the technical 8.2.Limitation of Liability.
and operational functionality of the Telematics Products;(ii)is necessary or a) Neither party will be liable for consequential, special, indirect or
useful in assisting WEX in the diagnosis or correction of issues in the incidental losses or damages. including lost profits or lost data,even if that
Telematics Products, preparation of billing statements,the evaluation of its party is made aware those damages may occur or such damages are
software or services, or any improvements, upgrades or enhancements reasonably foreseeable;provided,however,that the foregoing exclusions will
thereto,or the compilation of statistical or performance information;or(iii)is not apply to Customer's breach of its obligations under sections 4, 6, 7, or
accumulated by WEX on an aggregated basis. 8.3 of this Agreement. To the maximum extent permitted by law, WEX'S
cumulative liability under this Agreement (whether for direct or third-party
8. Limited Warranty and Disclaimers;Limits of Liability. claims)shall not exceed the total amount paid by Customer to WEX during
the two(2)month period immediately preceding the date the cause of action
8.1.Limited Warranty. fora claim arose.
a) The Telematics Products are covered by warranties offered by the
applicable manufacturer or supplier.As a reseller,WEX does not extend any b) WEX is not responsible for delays in delivery,installation or provision of
further warranties to Customer with respect to the Telematics Products,but the Telematics Products if such delay is caused by Customer's breach of this
will coordinate warranty claims on behalf of Customer with the applicable Agreement.
manufacturer or supplier in accordance with the terms of this Section 8.1.
The terms and conditions of such manufacturer or supplier warranty may be c) Customer acknowledges that the Telematics Products are supported by
included within the terms and conditions entered into by and between a wireless device and that data cannot be collected from a Device once it
Customer and such manufacturer or supplier, if applicable. If Customer is travels beyond a certain range. unless satellite or'dual mode' options are
unable to locate a copy of such warranty, it may request a copy from the purchased. In addition, the Telematics Products are dependent on the
manufacturer or supplier,or from WEX. coverage areas of wireless networks owned and operated by third parties.
Such manufacturer or supplier warranty may specify a warranty period during Coverage areas are approximate and may not cover portions of North
which the warranty applies, but if no such period is specified therein, the America.Actual coverage and operation of the Telematics Products depends
warranty period, with respect to the Devices, will be one(1)year from the on system availability of the wireless or Internet providers(including those
date the Device is shipped and with respect to the Information Management that provide the mapping services), which are not in WEX's control.
Services will be one(1)year from the date the applicable non-conforming Customer understands that WEX, and any underlying carriers, cannot and
Information Services were provided.References herein to'Warranty Period" do not guaranty the security of wireless transmissions and will not be liable
will be interpreted consistent with the foregoing. for any lack of security or unauthorized use or disclosure of information or
You acknowledge that the warranty provided by a Telematics Product's data relating to the use of the Telematics Products.
manufacturer or supplier may be amended or terminated prior to the
expiration of the Warranty Period.In such event,WEX will use commercially d) Customer acknowledges that use of the Telematics Products will not:(I)
reasonable efforts to provide notice of any such amendment or termination prevent or detect all vehicle problems;or(ii)guarantee that a vehicle will not
to you. break down or that you will not incur repair bills. Customer acknowledges
You acknowledge and agree that. except to the extent otherwise set forth that the Telematics Products should not be used in lieu of a vehicle warranty
herein,your sole recourse with respect to any claims arising from the use of or standard maintenance. Customer further understands that the Telematics
the Telematics Products shall be to the manufacturer or supplier of such Products do not detect failures of internally lubricated parts and systems of a
Telematics Products.and not to WEX. vehicle that are not monitored by the vehicle's computer
b) If you would like WEX to coordinate a claim under any available e) Customer acknowledges that even if location based data or the
manufacturer or supplier warranty during the Warranty Period, you must Telematics Products are used to attempt to locate a vehicle or equipment in
promptly notify us after you learn of the facts supporting the claim. Upon which a Device has been installed or affixed,WEX provides no guaranty that
receipt of such timely notification, WEX shall notify the manufacturer or the vehicle or equipment will be successfully located or recovered.
supplier,which in its sole discretion,shall troubleshoot,repair,or replace the
non-complying Device or re-perform the Information Management Services, f) WEX shall have no liability of any kind or nature to Customer for
as applicable: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE (i)loss of or damage to a vehicle in which a Device has been installed or its
FOREGOING CONSTITUTES OUR SOLE AND EXCLUSIVE contents,or(ii)personal injury to persons occupying or affected by a vehicle
OBLIGATIONS AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY in which a Device has been installed.
WARRANTY CLAIMS.
8.3.Indemnification.
WEX does not provide warranties on items Customers acquire from others, a) Customer shall defend. Indemnify.and hold harmless WEX and WEX's
even if acquired with our assistance. affiliates, manufacturers, licensors, and suppliers. and each of their
respective employees, directors, principals, and agents (each a 'WEX
WEX's obligations under this section 8.1 are void if Customer is in breach of Indemnified Party) from and against all losses, costs, damages, suits.
or default under this Agreement.Unless otherwise agreed in wnting,service proceedings, hens, penalties, fines and liabilities arising from or related to
downtime is not a breach of this Agreement and will not entitle you to any any claim, demand, complaint, or action by a third party arising out of or
refunds or credits. incident to your (i) possession, distribution, installation or use of the
Telematics Products in violation of this Agreement or applicable law,or(ii)
c)WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN breach of any Terms of Use imposed by the manufacturer or supplier of the
THIS AGREEMENT.THE TELEMATICS PRODUCTS ARE PROVIDED ON Telematics Products.
AN 'AS IS" BASIS TO THE FULLEST EXTENT PERMISSIBLE BY
APPLICABLE LAW, WEX DISCLAIMS ALL REPRESENTATIONS, You further agree to defend and hold harmless all WEX Indemnified Parties
CONDITIONS, AND WARRANTIES OF ANY KIND, EXPRESS OR against any and all claims for libel.slander,property damage,personal injury
IMPLIED, INCLUDING ALL REPRESENTATIONS, CONDITIONS, AND or death arising in any way,directly or indirectly,from or in connection with
WARRANTIES OF NONINFRINGEMENT,MERCHANTABILITY,QUALITY, this Agreement or the use,failure to use, or inability to use the Telematics
PERFORMANCE. DURABILITY, TITLE, FITNESS FOR A PARTICULAR Products. WEX may participate in the defense of any claim, provided,
PURPOSE,AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW however, that nothing in this Agreement shall limit your right to control the
OR FROM A COURSE OF DEALING OR USE OF TRADE. WITHOUT defense.
LIMITING THE GENERALITY OF THE FOREGOING, WEX MAKES NO
REPRESENTATION,WARRANTY,COVENANT,OR GUARANTY THAT:(i) b) WEX shall defend, indemnify, and hold harmless Customer from and
ANY OF THE TELEMATICS PRODUCTS WILL MEET YOUR BUSINESS against all losses,costs.damages.suits,proceedings,liens,penalties.fines
NEEDS OR OTHER REQUIREMENTS:(ii)THE TELEMATICS PRODUCTS and liabilities arising from or related to any claim. demand, complaint, or
WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION: OR(iii) action by a third party arising out of or incident to WEX's gross negligence
THE TELEMATICS PRODUCTS WILL BE ERROR-FREE, VIRUS-FREE, willful misconduct or fraud as it relates to WEX's obligations under this
OR THAT ANY DATA OR INFORMATION PROCESSED BY AND MADE Agreement.and in particular the support services provided by WEX as set
AVAILABLE VIA THE TELEMATICS PRODUCTS WILL BE ACCURATE. forth in Section 3.2.
COMPLETE. OR AVAILABLE. YOU ASSUME THE ENTIRE RISK IN
DOWNLOADING OR OTHERWISE ACCESSING ANY DATA. c)WEX will not be required to provide indemnity for the Telematics Products
INFORMATION, FILES OR OTHER MATERIALS OBTAINED FROM THE in excess of any indemnity actually provided to Customer by such Telematics
TELEMATICS PRODUCTS OR OTHERWISE Products'original equipment manufacturer or distributor(provided WEX will
take commercially reasonable efforts to pursue any such indemnity to the
extent available under its agreements with such third parties).Customer shall
Page 3 of 5
I
notify WEX in writing of such claim upon receiving actual notice thereof WEX
will have sole control of the defense of any such action and all negotiations e) WEX may, in its sole discretion, modify this Agreement at any time,
for its settlement or compromise, and Customer shall provide reasonable effective upon thirty(30)days prior written notice to Customer.
cooperation to facilitate the defense and/or settlement of such claim.
f) This Agreement, including all Quote Sheets will be governed by and
d)Notwithstanding the foregoing,WEX's indemnification obligations under construed in accordance with the laws of the State of Maine,without giving
section 8.3(b)will not apply to the extent that any claim arises from the:(i) effect to its conflict of laws principles and without reference to the United
use of the Telematics Product in a manner not permitted by this Agreement; Nations Convention on Contracts for the International Sale of Goods.The
(ii)unauthorized modification of any Telematics Product; (iii)unauthorized parties agree voluntarily,intentionally,and irrevocably to waive all right to trial
combination of any Telematics Product with any other product or service in a by jury in any proceeding instituted in any court,arising out of this Agreement,
manner that is not expressly authorized by WEX;or(iv)any other breach by and agree to resolve such matters as provided in section 10(Arbitration).
Customer of this Agreement. The parties hereby consent to the junsdiction of any local,state,or federal
court in which an action is commenced and located in accordance with the
e) Without limiting the other obligations of this section 8.3,if an injunction is terms of this section 9(f).The parties will not disturb such choice of forum
issued against Customer's use of any Telematics Product provided to you by and,if not resident in such state,will waive the personal service of any and
WEX or its designee,or if in WEX's sole judgment any Telematics Product all process upon them and consent that such service of process may be
provided to you by WEX or its designee is likely to become the subject of an made by certified or registered mail,return receipt requested,addressed to
infringement claim, WEX may, at its option and expense: (i) procure for the parties as set forth herein.
Customer the right to use the applicable Telematics Product as provided in
this Agreement;(ii)replace or modify the Telematics Product so it becomes g) The parties are independent contractors and nothing in this Agreement
non-infringing(with equivalent functionality,quality and performance);or(iii) will be deemed or constructed as creating a partnership, joint venture,
if options (i) or (ii) cannot be achieved despite WEX's commercially association, agency or employment relationship between the parties.
reasonable efforts, WEX may, as applicable: (A)terminate the license to Moreover,WEX is not and will not be considered an agent of Customer or
access and use the Information Management Services and refund to any third-party provider of goods or services provided by Customer.
Customer any prepaid but unused Fees,and/or(B)accept the return of all
Devices in Customer's possession and refund to Customer an amount equal h) If any provision of this Agreement is held to be invalid, illegal, or
to the depreciated Fees paid by Customer for the Devices calculated on a unenforceable in any jurisdiction, such provision will, as to such specific
straight-line basis over a three(3)year period from the date of purchase. junsdiction, be ineffective to the extent of such invalidity, illegality, or
Sections 8.3(b)-(e)set forth Customer's exclusive remedy for any actual or unenforceability,but the remaining provisions of this Agreement shall remain
alleged intellectual property infringement arising in connection with in full force and effect (except as specifically provided in section 10
Customer's receipt or use of the Telematics Products. (Arbitration),and any such invalidity, illegality,or unenforceability shall not
invalidate or render unenforceable such provision in any other jurisdiction.
The parties' respective Indemnification obligations in this Section 8.3 are Furthermore,if any restriction or limitation in this Agreement is deemed to be
subject in all respects to the limitations set forth in Sections 8.1 and 8.2 unenforceable because it is unreasonable,onerous,or unduly restrictive, it
will not be stricken in its entirety and held totally void and unenforceable,but
9. General Provisions. will remain effective to the maximum extent permissible within the court
ruling.
a) Customer shall comply with all applicable laws, rules, regulations, and
orders,including privacy laws,relating to Customer's business and/or use of i) The terms and provisions of sections 1,2.3,4,5,6,7,8 and 9,and any
the Telematics Products. Customer shall cause all of its affiliates, other terms or provisions which by their nature are intended to survive,shall
employees,agents and consultants(collectively"Associates")to comply with survive any termination or expiration of this Agreement.
the terms of this Agreement and will be fully responsible and liable for the
acts or omissions of any Associate. As may be required by law,Customer j)This Agreement may be executed in counterparts,each of which is deemed
shall make all disclosures to, and obtain all informed consents from, all an original, but all of which together are deemed to be one and the same
Associates who use or may use vehicles or equipment with Devices installed agreement. A signed copy of this Agreement delivered by email or other
that information relating to use of such vehicles or equipment may be means of electronic transmission is deemed to have the same legal effect as
monitored and collected by Customer. delivery of an original signed copy of this Agreement.
b) Customer shall fully comply with all applicable export and import laws, 10. Arbitration.
regulations,orders,and policies,including securing all necessary clearance PLEASE READ THIS ARBITRATION PROVISION CAREFULLY.
requirements, export and import licenses and exemptions, and making all
proper filings.We may,at our sole discretion and upon reasonable notice, 10.1. This section 10 provides that disputes may be resolved by binding
require you to provide us with written certification and records relating to your arbitration.Arbitration replaces the right to go to court, have a jury trial or
compliance with applicable export and import laws,or prohibit you from doing initiate or participate in a class action.In arbitration,disputes are resolved by
business with certain customers to ensure that you comply with applicable an arbitrator,not a judge or jury.Arbitration procedures are simpler and more
export and import laws. limited than in court.This arbitration is governed by the Federal Arbitration
Act(FAA),and will be interpreted in the broadest way the law will allow.
c) This Agreement shall inure to the benefit of and shall be binding upon the
parties and their respective successors and permitted assigns,including the 10.2 Covered Claims.
acquirer or transferee of the assets or business interests of a party. a) Customer or WEX may arbitrate any claim,dispute,or controversy(each
Notwithstanding the foregoing, Customer may not transfer or assign this a "Claim") between Customer and WEX arising out of or related to this
Agreement or assign or delegate any of its rights under this Agreement, in Agreement or the relationship between Customer and WEX. Claims include
whole or in part,whether voluntarily,by operation of law,or otherwise,without disputes relating to incentives or benefits relating to your account.
the expressed prior written consent of WEX. WEX may assign or novate this
Agreement in its sole discretion by way of written notice to Customer. b)If arbitration is chosen by any party,neither Customer nor WEX may
litigate that Claim in court or have a jury trial on that Claim
d) This Agreement, together with the Quote Sheet constitutes the entire
Agreement between the parties with respect to the subject matter hereof and c)Except as stated below,all Claims are subject to arbitration,no matter the
supersedes all prior and contemporaneous understandings and agreements legal theory on which they are based on or the remedy (damages, or
between the parties, whether written or oral, relating to the same subject injunctive or declaratory relief)they seek, including (i) Claims based on
matter. contract, tort (including intentional tort), fraud, agency, any party's
negligence,statutory or regulatory provisions, or any other sources of law;
Customer acknowledges and agrees that upon its receipt and usage of the (ii) Claims made as counterclaims, cross-claims, third-party claims,
Telematics Products,it shall have a direct relationship with the manufacturer interpleaders, or otherwise; (iii) Claims made regarding past, present, or
or supplier of the Telematics Products,and that its direct relationship with the future conduct;and(iv)Claims made independently or with other claims This
manufacturer or supplier of the Telematics Products,which includes any and also includes Claims made by or against anyone connected with Customer
all product warranties that such manufacturer or supplier may offer with or WEX,or by someone making a claim through Customer or WEX,such as
respect to such Telematics Product(s),shall be governed,as applicable,by an employee, agent, representative or an affiliated/parent/subsidiary
the terms and conditions entered into by and between Customer and such company.
manufacturer or supplier,which terms and conditions may deviate from this
Agreement.
Page 4 of 5
10.3 Arbitration Limits discovery,but the arbitrator shall honor claims of privilege recognized at law
a)Individual Claims filed in a small claims court are not subject to and shall take reasonable steps to protect Confidential Information of either
arbitration,as long as the matter stays in small claims court. party if requested to do so. The arbitrator will apply applicable substantive
law consistent with the FAA and applicable statute of limitations, and may
b)Claims brought as part of a class action,private attorney general,or other award damages or other relief under applicable law.
representative action can be arbitrated only on an individual basis. The
arbitrator has no authority to arbitrate any claim on a class or representative e)The arbitrator will make any award in writing and,if requested by Customer
basis and may award relief only on an individual basis.If arbitration is chosen or WEX, will provide a brief statement of the reasons for the award. An
by any party, neither Customer nor WEX may pursue a Claim as part of a arbitration award will decide the rights and obligations only of the parties
class action or other representative action.Claims of 2 or more persons may named in the arbitration,and will not have any bearing on any other person
not be combined in the same arbitration. or dispute.
10.4 How Arbitration Works. 10.5 Paying for Arbitration Fees.Arbitration fees will be allocated according
a) Arbitration will be conducted by the American Arbitration Association to the applicable AAA Rules. All parties are responsible for their own
('AAA') according to this arbitration provision and the applicable AAA attorney's fees. expert fees, and any other expenses, unless the arbitrator
arbitration rules in effect when the claim is filed(-AAA Rules').except where awards such fees or expenses to Customer or WEX based on applicable law.
those rules conflict with this arbitration provision. The AAA Rules may be
obtained at the AAA's website (www.adr.org) or by calling 800-778-7879. 10.6 The Final Award.
Customer or WEX may choose to have a hearing,appear at any hearing by a)Any award by an arbitrator is final unless a party appeals it in writing to the
phone or other electronic means,and/or be represented by counsel.Any in- AAA within 30 days of notice of the award. The arbitration appeal shall be
person hearing will be held in the same city as the U.S.District Court closest determined by a panel of 3 arbitrators.The panel will consider all facts and
to Customer's billing address legal issues anew based on the same evidence presented in the prior
arbitration,and will make decisions based on a majority vote.Arbitration fees
b) If the AAA is not available to conduct the arbitration, then Customer or for the arbitration appeal will be allocated according to the applicable AAA
WEX may petition a court of appropriate jurisdiction to designate an Rules. An award by a panel on appeal is final A final award is subject to
appropriate arbitrator. judicial review as provided by applicable law.
c)Arbitration may be requested at any time,even where there is a pending b)A final award may be entered in any court of appropriate jurisdiction.
lawsuit, unless a trial has begun or a final judgment entered. Neither
Customer nor WEX waives the right to arbitrate by filing or serving a 10.7 Survival and Severability of Terms. This arbitration provision will
complaint.answer,counterclaim,motion,or discovery in a court lawsuit.To survive changes in this Agreement and termination of your account or the
choose arbitration,a party may file a motion to compel arbitration in a pending relationship between Customer or WEX, including the bankruptcy of any
matter and/or commence arbitration by submitting the required AAA forms party and any sale of your account,or amounts owed on your account. to
and requisite filing fees to the AAA. another person or entity. If any part of this arbitration provision is deemed
invalid or unenforceable. the other terms shall remain in force, except that
d)The arbitration will be conducted by a single arbitrator in accord with this there can be no arbitration of a class or representative Claim.This arbitration
arbitration provision and the AAA Rules, which may limit discovery. The provision may not be amended, severed, or waived,except as provided in
arbitrator shall not apply any federal or state rules of civil procedure for this Agreement or in a written agreement between Customer or WEX.
Page 5 of 5
MFR NAME MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UO1 COO WEX List Pric Sourcewell Price Discount Rate
Z6 is a dual camera that is designed to
capture images and features in front of the
Surfsight Al-12 Camera Al-12 vehicle and of the vehicle cab environment. EA USA $ 399.00 $ 300.00 24.81%
Integrated Video Service AI-12 is a dual camera that is designed to
Monthly Al-12 into MyGeotab capture images and features in front of the
Surfsight Service Application vehicle and of the vehicle cab environment. EA USA $ 45.00 $ 30.00 33.33%
Plug n Play GPS device with OBDII
connectivity (Light Duty Vehicles) It supports
engine diagnostics and includes battery back
up for alerting when the unit loses power or
is unplugged. Supports quick, easy and
Geotab GO Device GO Device inexpensive (self) installation. EA USA $ 150.00 $ 100.00 33.33%
GoRugged Ruggedized telematics device for harsh
Geotab Device GoRugged Device conditions or external installation. EA USA $ 199.00 $ 149.00 25.13%
Any of the following:
HRN-BS16S4
HRN-CW03K3-A
HRN-DS06S4
HRN-DS06T2-A
HRN-GS09K2
HRN-GS16K22-A
HRN-GR09K1-A
HRN-RS12S2
Geotab Harnesses Harness HRN-RW03K4-A EA USA $ 50.00 $ 35.00 30.00%
Base Monthly Monthly Subscription Service for GO Devices
Geotab Service Base Monthly Service with base level data EA USA S 13.00 $ 10.00 23.08%
Pro Monthly
Geotab Service Pro Monthly Service Monthly Subscription Service for GO Devices EA USA $ 21.95 $ 16.00 27.11%
Pro-Plus
Monthly Monthly Subscription Service for GO Devices
Geotab Service Pro Plus Monthly Service with pro plus level data EA USA $ 29.95 $ 19.00 36.56%
ProPlus Self-Installation Bundle - includes (1) GO device and (1) harness listed below
Geotab GO9 Standard C GO9 Standard Device EA USA $ - $ - 0.00%
Geotab GR9 Standard C GR9 Standard Device EA USA $ 30.00 $ 20.00 33.33%
HRN-BS16S4
HRN-CWO3K3-
A
HRN-DSO6S4
HRN-DSO6T2-A HRN-BS16S4
HRN-GS09K2 HRN-CWO3K3-A
HRN-GS16K22- HRN-DSO6S4
A HRN-DSO6T2-A
HRN-GRO9K1- HRN-GS09K2
A HRN-GS16K22-A
HRN-RS12S2 HRN-GRO9K1-A
HRN-RWO3K4- HRN-RS12S2
Geotab A HRN-RWO3K4-A $ - $ - 0.00%
Self-Installation Bundle Plans
ProPlus Self- ProPlus Self-
Installation Installation Bundle
Geotab Bundle Plan Plan EA USA $ 34.95 $ 20.95 40.06%
Docusign Envelope ID:FDC50F27-399A-47A3-926D-5825CAC44F7B
Sawatch Labs, a WEX Company Analytics Pricing for Sourcewell Addition
1. ezEV: Data-driven fleet electrification software for EV suitability assessment
2. ezlO: EV charging infrastructure needs identification
3. EMIT: Fleet Emissions Reporting
Vehicle Count Annual Total Price Per Month
(up to)
25-Jan S7,500 $625
26-50 S12,000 $1,000
51-100 $18,000 $1,500
101-200 $21,600 $1,800
201-500 $30,000 $2,500
501-1000 $48,000 $4,000
1001-2000 $72,000 $6,000
2000+ Enterprise Pricing
Consulting Hours Rate ($/hour)
Analytics Support, Junior Analyst 150
Analytics Support, Senior Analyst 175
/ i44;AL.
SAWATCH
T&Cs for Sawatch Analytics for Sourcewell
This Analytics Agreement, including all attachments and order forms (this "Agreement') is effective as of the last
signature date set forth in the signature block of this Agreement (the "Effective Date") and is by and between
Sawatch, Inc., a WEX Company d/b/a Sawatch Labs ("Sawatch") on behalf of itself and its affiliates and Client.
Sawatch and Client may also hereinafter be individually referred to as "Party" and collectively as "Parties."
For good and valuable consideration, the receipt and sufficiency of which are hereby agreed and acknowledged, the
Parties hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined in this Section 1 shall have the meanings assigned to
them throughout this Agreement.
1.1 "Applicable Laws" means all laws, statutes, ordinances, treaties, codes, regulations, rules,
governmental orders, and other regulatory requirements applicable to the delivery, use, access to,
licensing of, and receipt of the System.
1.2 "Client" means the entity identified on the signature block.
1.3 "End User" means an employee requiring access to the System, and where each such employee has
been authorized by the Client to access and the System pursuant to the Client's license set forth in this
Agreement and has been provided a password or access code for authentication purposes.
1.4 "Client Data" means information and data that the Client uploads or inputs during the Term into the
System or provides to Sawatch to enable Client's use of the System excluding Sawatch Data.
1.5"System" means the Sawatch software, tool, and associated services as applicable, provided to Client
pursuant to this Agreement.
1.6 "Term" has the meaning set forth in Section 4 (Term and Termination).
2. License.
2.1 Grant of License. Subject to the terms of this agreement and conditioned on timely payment and
compliance with Applicable Laws, Sawatch hereby grants to the Client a non- exclusive, non-assignable,
non-transferable limited license during the Term to:
a) use the System solely for its own business use; and
b) use and access the System up to the number of End Users as authorized under the applicable
order form or as otherwise expressly set forth in this Agreement.
2.2 Acceptable Use and Use Limitations. Client will not directly or indirectly:
a) make the System available to anyone other than End Users;
b) reverse engineer, copy, modify, make derivative works of the System; decompile, decode, adapt, or
otherwise attempt to gain access to or derive the source code of the System in whole or in part
c) develop a competing product;
d) exceed the total number of End Users authorized;
e) rent, lease, distribute, perform a service bureau function, sublicense, sell, publish, transfer, assign, or
otherwise make the System available; or
f) remove any proprietary notices from the System or use or access the System in any manner that
misappropriates, infringes, or violates the intellectual property rights or rights of a party or that violates
Applicable Laws.
/*Aaib..
SAWATCH
2.3 Reservation of Rights. Sawatch reserves all rights not otherwise expressly granted or set forth in this
Agreement.
2.4 Sawatch shall provide services, support, and/or other items as may be identified in an attachment or order
form, to the extent applicable.
3. Fees and Payment.
3.1 Fees. Client shall pay applicable fees set forth in Attachment 1.
3.2 Invoicing. Invoicing will occur on a monthly basis. ACH payment processing is possible, but Client
acknowledges and agrees that Client will contact Sawatch for set up and accepts the requirement of fees,
including those resulting from set up procedures. Moreover, Client acknowledges and agrees that:
a) A service fee of three percent (3%) will be added to all credit card payments, where such service fee
is subject to adjustment with at least ninety (90)-day prior written notice to Client pursuant to updates to
credit card requirements, policies, and procedures;
b) Client shall be responsible for a $25 fee for non-sufficient funds;
c) In addition to other rights and remedies that may be available to Sawatch, payments made after the
due date will be subject to interest on the past due amounts at a rate of 1.5% per month calculated daily,
compounded monthly, or the highest rate permitted under Applicable Laws. Moreover, if outstanding
amounts due (including interest and/or late fees) equal or exceed five thousand dollars ($5,000), then in
addition to other rights and remedies, Sawatch shall have the right to suspend access to any products
and/or services, including the System under this Agreement or to terminate the Agreement without
waiving any rights to pursue payment.
3.2 Taxes. The fees provided in the pricing table as set forth in Attachment 1 (Fees and License) are
exclusive of taxes and similar assessments. Client shall be responsible for all applicable taxes, including all
sales, use, and excise taxes and any similar charges imposed by any federal, state, or local regulatory
authority payable by a licensee of software. Client shall not be responsible for taxes assessed on Sawatch's
real estate or income.
4. Term and Termination.
4.1 Term. The initial term of this Agreement shall be twelve (12) months starting on the Effective Date,
unless terminated earlier as permitted under this Agreement (the "Initial Term"). If neither Party provides
written notice of non-renewal to the other Party at least thirty (30) days before the anniversary of the
Effective Date, then the Agreement shall renew automatically on a month-to-month basis for up to four (4)
additional years (where "Renewal Term" shall mean any extension period (both monthly and yearly), and
the Initial Term and Renewal Term collectively shall mean the "Term"), after which time the Parties may
extend or renew by amendment.
4.2 Termination.
a) For convenience: After the Initial Term, either Party can terminate at any time for convenience with
thirty (30)-day prior written notice to the other Party.
b) For Sunset: In the event there is a product sunset as described in Section 4.3, either Party may
SAWATCH
terminate after (i) Sawatch provides notice of the anticipated sunset and then reasonable
confirmation that there will not be a reasonable replacement as described in Section 4.3, and
subsequently (ii) upon the applicable Party's written notice to the other Party of its intent to
terminate.
c) For cause:
i. Sawatch may terminate: (A) fourteen (14) days after Sawatch has provided written
notice to Client of Client's failure to pay amounts due (i.e., Client has failed to cure its
failure to pay after a fourteen (14) day notice); (B) immediately with written notice to
Client for Client's breach of its license; and (C) immediately with written notice to
Client for Client's breach of its obligations under Section 6.3 (Confidentiality).
ii. Either Party may terminate: (A) upon written notice to the other Party if a Party
materially breaches the Agreement and fails to cure the breach within thirty (30) days
after the other Party provided written notice of such breach; (B) immediately upon
written notice to the other Party if a Party materially breaches the Agreement, and the
breach is a type that is incapable of being cured; and (C) upon written notice to the
other Party if the other Party becomes insolvent, files for bankruptcy, a receiver for
such Party is appointed in any suit or proceeding is brought by or against such Party,
or there is an assignment by such Party for the benefit of such Party's creditors, any
order for relief in bankruptcy is issued.
4.3 Changes. Sawatch may make changes to the System in its sole discretion from time to time, including
bug fixes, updates, enhancements, patches, modifications, new versions, and in certain instances, sunset of a
particular product, tool, or software and price updates. In the event that Sawatch anticipates a material
change, Sawatch will provide Client with at least forty-five (45) days' prior written notice of such change in
advance of any such change taking effect. If there is a product sunset where in Sawatch's reasonable belief it
does not anticipate that there will be reasonable replacement with substantially similar or improved features,
functionality or capabilities, then Client shall be entitled to exercise its right to terminate under Section 4.2b)
above.
4.4 Effect of Termination. Upon termination or expiration of this Agreement:
a) the license to the System shall terminate immediately, and Client shall cease all access to and use of
the System, and Client shall ensure all personnel, including End Users discontinue all access to and
use of the System as of the date of termination or expiration, as applicable;
b) if a version of the System has been downloaded, copied, or any code is otherwise available to Client,
Client shall delete or destroy (if in physical form) all versions of the System or any code received from
Sawatch or pursuant to this Agreement that is in Client's control or environment;
c) Client shall delete or destroy (if in physical form) all copies of Sawatch confidential information; and
d) if requested by Sawatch, Client shall confirm in writing by an authorized representative of Client that it
has complied with Sections 4.4a), b) and/or c).
5. Intellectual Property.
5.1 System. As between the Parties, Sawatch owns all right, title, and interest, including all intellectual
property rights, in and to the System.
5.2 Client Data. As between the Parties, Client retains all right, title, and interest in and to all intellectual
property rights in the Client Data. Client grants to Sawatch a royalty-free, fully paid up, non-exclusive, non-
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transferable right to use all data submitted to Sawatch and the System, including Client Data to the full
extent necessary for Sawatch to provide the System and any services. Deliverables, and any other
obligations pursuant to this Agreement, and to analyze and process such data as further described in this
Agreement.
5.3 Anonymized Data. Sawatch may anonymize, de-identify, aggregate, and/or compile data from Client
Data ("Anonymized Data") that Sawatch may use for Sawatch's business purposes, including product
research, development, and general improvements, and Client hereby grants to Sawatch a royalty-free,
worldwide, transferable, sub-licenseable, irrevocable. perpetual license to use and/or incorporate into the
System or other product or service such Anonymized Data.
5.4 Feedback. If Client or End Users provide feedback, suggestions, or feature requests (collectively,
"Feedback"), Client hereby assigns to Sawatch all right, title, and interest in without any attribution or
compensation, any intellectual property rights contained in the Feedback, provided that Sawatch shall not use
any information identifying Client, End Users, any identifiable customer or individual.
5.5 Usage Data. Sawatch may collect and use Usage Data. subject to the provisos herein. "Usage Data"
means data regarding use and performance of the System. Usage Data shall not include any information
identifying Client, End Users, any identifiable customer or individual, including any other person.
5.6 Sawatch Data. As between the Parties, Sawatch owns all data and content that it owned as of the
Effective Date and all data and content that it and its affiliates provide for or use with the System. Sawatch
shall also own all right, title, and interests, including all intellectual property rights in and to data of any kind
that is processes, created, or produced via the Solution and any derivatives thereof, as well as Usage Data
and Feedback.
5.7 Attribution. The Client shall have a limited right to download or share the tangible physical snapshot of
summary results and screenshots, and reports accessible from the Sawatch online dashboard (the
"Results"), as applicable (e.g.. "Sawatch Dashboard and Analytics") to individuals and entities that at no time
have been or are competitors of Sawatch or any of its affiliates, except with the express written consent of
Sawatch enabling such sharing to such individual or entity and the timeframe for and scope of sharing.
Client's right and license to the Results are (i) contingent upon all payments due and owed as of such date,
and the attributions are included as set forth in (a)-(c) below, (ii) limited solely to federal and state copyright
laws in and to the documents, renderings, or reports generated and accessible through the System during the
Term, which includes access to the online dashboard, if applicable and (iii) any sharing is limited to the
tangible physical Results to individuals and entities that at no time have been or are competitors of Sawatch
or any of its affiliates, except with the express written consent of Sawatch enabling such sharing to such
individual or entity and the timeframe for and scope of sharing:
a. Provide clear and prominent attribution to "Sawatch Labs, a Wex Company."
b. The attribution must in every case include a hyperlink to https://www.sawatchlabs.com/.
c. Include an indication if either the End User or Client modified the results and output from Sawatch.
5.8 Work Product. If and to the extent there are deliverables or work product, including reports, work, materials,
inventions, improvements, concepts or ideas and the tangible embodiments of the same made or conceived by
Sawatch for Client, as applicable in connection with or during the performance of its obligations under this
Agreement hereunder ("Deliverables"), these shall be considered the sole and exclusive property of Sawatch.
Sawatch shall own in perpetuity. all right, title, and interest, worldwide, in and to all Deliverables. If a Deliverable
SAWATCH
is identified in an attachment or order form expressly to be provided to Client, then contingent upon final payment
of all fees due and owed and any attributions as set forth in Section 5.7 above, Client shall take delivery of such
Deliverable and have a limited right and license in the United States, solely to reproduce, display, and distribute
within the Client organization and to End Users in printed form, provided that Client may have the limited right to
distribute such Deliverable outside of the Client organization to those individuals and entities that at no time have
been or are competitors of Sawatch or any of its affiliates with the express written authorization of Sawatch
enabling such distribution to the individual or entity and the timeframe for and scope of distribution.
6. General.
6.1 Liability. In no event will Sawatch be liable in connection with or pursuant to this Agreement under any
legal theory, including breach of contract, tort, strict liability, and otherwise, for (a) any special.
consequential, incidental. indirect. exemplary, enhanced, lost profits, loss of business, revenue, goodwill. or
reputation, or the cost of replacement goods or services, whether or not a Party has been advised of the
possibility of such damages or losses or whether such damages were foreseeable or (b) any amounts in the
aggregate exceed the total amounts paid by the Client under this Agreement in the twelve (12) month period
preceding the first event giving rise to the third party claim or ten thousand dollars $10,000, whichever is
less.
6.2 Indemnification.
a) Client. Client shall indemnify, defend, and hold Sawatch and its affiliates harmless from any and all
claims. demands, liability, loss, damage, fines. penalties, reasonable attorney's fees and litigation
expenses (collectively, "Loss"), arising out of or resulting from any third-party claim based on Client's
or End User's (i) negligence or willful misconduct; (ii) modifications of the System not authorized by
Sawatch; (iii) use of the System in violation of the license or in a manner not authorized under this
Agreement; (iv) use of the Results or any Deliverable in violation of the applicable license or in a
manner not authorized under this Agreement: or (v) use of the System in combination with data,
products. software, or technology not authorized by Sawatch.
b) Sawatch. Sawatch shall indemnify, defend, and hold Client harmless from any and all Loss arising
out of or resulting from any third-party claim that the System infringes a third party's intellectual party
rights. If the System becomes or is likely to become the subject of an infringement claim, then,
Sawatch shall, at its option and in its sole discretion, either (a) promptly replace or modify the System
to make it non-infringing or (b) promptly procure for Client the right to continue using the System
pursuant to this Agreement. If Sawatch determines that neither of these options is reasonably
available, then Client shall have the right to terminate with written notice to Sawatch. This Section
6.2b) shall not apply where Client has (i) made modifications of the System not authorized by
Sawatch; (ii) use of the System in violation of the license or in a manner not authorized under this
Agreement; or (iii) use of the System in combination with data, products, software, or technology not
authorized by Sawatch. This section sets forth Sawatch's sole liability and Client's sole remedy with
respect to any actual or alleged infringement or violation of intellectual property or third-party rights.
6.3 Confidentiality. Each Party shall hold all non-public, proprietary information furnished by the other Party
disclosing Party. to be confidential and shall not disclose any such information to any other entity or person, or
use such information for any purpose other than performing the receiving Party's obligation(s) under this
Agreement unless the receiving Party obtains prior written consent from the disclosing Party. Nothing contained
herein shall be construed as restricting or creating any confidentiality obligation or liability for the disclosure,
communication or use of confidential information which:
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(a) is or has become published or otherwise generally known to the trade through no wrongful act of the
receiving Party:
(b) is received without restriction from a third party without breach of any obligation of confidentiality;
(c) the receiving Party can reasonably show to have developed independently, or otherwise had in its
lawful possession, prior to its receipt hereunder:
(d) is disclosed pursuant to government or judicial requirement, provided the disclosing Party is
timely notified in writing and given the opportunity to seek confidential treatment of such
confidential information; or
(e) is disclosed by a third party to the receiving Party, provided such third party was not under
any confidentiality obligations with respect thereto.
6.4 Warranties and Disclaimer. EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE SYSTEM IS PROVIDED "AS-IS," AND SAWATCH HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. SAWATCH EXPRESSLY DISCLAIMS
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE.
NON-INFRINGEMENT, INTER-OPERABILITY, AND SAWATCH MAKES NO WARRANTY THAT IT WILL
MEET CLIENT'S REQUIREMENTS OR THAT IT WILL OPERATE WITHOUT INTERRUPTION OR
PERFORM FOR AN INTENDED PURPOSE. BE COMPATIBLE WITH ANY SYSTEM, NETWORK, OR
SOFTWARE, BE SECURE, ACCURATE, FREE OF HARMFUL CODE. OR BE ERROR-FREE.
6.5 Dispute Resolution --Arbitration.
a) This Section provides that disputes may be resolved by binding arbitration. Arbitration replaces the right to
go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved
by an arbitrator, not a judge or jury. Arbitration procedures are simpler and more limited than in court. This
arbitration is governed by the Federal Arbitration Act (FAA), and will be interpreted in the broadest way the
law will allow.
b) Covered Claims.
i. Client or Sawatch may arbitrate any claim, dispute, or controversy (each a "Claim") between Client
and Sawatch arising out of or related to this Agreement or the relationship between Client and Sawatch.
Claims include disputes relating to incentives or benefits relating to your account.
ii. If arbitration is chosen by any party. neither Client nor Sawatch may litigate that Claim in court or
have a jury trial on that Claim.
iii. Except as stated below, all Claims are subject to arbitration, no matter the legal theory on which they
are based on or the remedy (damages, or injunctive or declaratory relief) they seek, including: (i) Claims
based on contract, tort (including intentional tort), fraud, agency, any party's negligence, statutory or
regulatory provisions, or any other sources of law; (ii) Claims made as counterclaims, cross-claims, third-
party claims, interpleaders, or otherwise; (iii) Claims made regarding past, present, or future conduct; and
(iv) Claims made independently or with other claims. This also includes Claims made by or against
anyone connected with Client or Sawatch, or by someone making a claim through Client or Sawatch, such
as an employee, agent. representative or an affiliated/parent/subsidiary company.
c) Arbitration Limits
i) Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter stays
in small claims court.
ii) Claims brought as part of a class action, private attorney general, or other representative action can be
arbitrated only on an individual basis. The arbitrator has no authority to arbitrate any claim on a class or
representative basis and may award relief only on an individual basis. If arbitration is chosen by any party,
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SAWATCH
neither Client nor Sawatch may pursue a Claim as part of a class action or other representative action.
Claims of 2 or more persons may not be combined in the same arbitration.
d) How Arbitration Works.
i) Arbitration will be conducted by the American Arbitration Association ("AAA") according to this
arbitration provision and the applicable AAA arbitration rules in effect when the claim is filed ("AM
Rules"). except where those rules conflict with this arbitration provision. The AAA Rules may be
obtained at the AAA's website (www.adr.org) or by calling 800-778-7879. Client or Sawatch may
choose to have a hearing, appear at any hearing by phone or other electronic means, and/or be
represented by counsel. Any in-person hearing will be held in the same city as the U.S. District Court
closest to Client's billing address.
ii) If the AAA is not available to conduct the arbitration, then Client or Sawatch may petition a court of
appropriate jurisdiction to designate an appropriate arbitrator.
iii) Arbitration may be requested at any time, even where there is a pending lawsuit, unless a trial has
begun or a final judgment entered. Neither Client nor Sawatch waives the right to arbitrate by filing or
serving a complaint, answer, counterclaim. motion. or discovery in a court lawsuit. To choose arbitration, a
party may file a motion to compel arbitration in a pending matter and/or commence arbitration by
submitting the required AAA forms and requisite filing fees to the AAA.
iv) The arbitration will be conducted by a single arbitrator in accord with this arbitration provision and the
AM Rules. which may limit discovery. The arbitrator shall not apply any federal or state rules of civil
procedure for discovery, but the arbitrator shall honor claims of privilege recognized at law and shall take
reasonable steps to protect Confidential Information of either party if requested to do so. The arbitrator will
apply applicable substantive law consistent with the FAA and applicable statute of limitations, and may
award damages or other relief under applicable law.
v) The arbitrator will make any award in writing and, if requested by Client or Sawatch, will provide a brief
statement of the reasons for the award. An arbitration award will decide the rights and obligations only of
the parties named in the arbitration, and will not have any bearing on any other person or dispute.
e) Paying for Arbitration Fees. Arbitration fees will be allocated according to the applicable AAA Rules. All
parties are responsible for their own attorney's fees, expert fees, and any other expenses. unless the
arbitrator awards such fees or expenses to Client or Sawatch based on applicable law.
f) Final Award.
i) Any award by an arbitrator is final unless a party appeals it in writing to the AAA within 30 days of notice
of the award. The arbitration appeal shall be determined by a panel of 3 arbitrators. The panel will
consider all facts and legal issues anew based on the same evidence presented in the prior arbitration,
and will make decisions based on a majority vote. Arbitration fees for the arbitration appeal will be
allocated according to the applicable AAA Rules. An award by a panel on appeal is final. A final award is
subject to judicial review as provided by applicable law.
ii) A final award may be entered in any court of appropriate jurisdiction.
g) Survival and Severability of Terms. This arbitration provision will survive changes in this Agreement
and termination of your account or the relationship between Client or Sawatch, including the bankruptcy
of any party and any sale of your account, or amounts owed on your account, to another person or entity.
If any part of this arbitration provision is deemed invalid or unenforceable, the other terms shall remain in
force, except that there can be no arbitration of a class or representative Claim. This arbitration provision
may not be amended, severed, or waived. except as provided in this Agreement or in a written
agreement between Client or Sawatch.
6.6 Force Majeure. In no event shall Sawatch be liable to Client, for any failure or delay in performing its
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obligations under this Agreement except for any obligations to make payments when due, if and to the extent
such failure or delay is caused by circumstances beyond Sawatch's reasonable control, including but not
limited to strike, lock out or other industrial dispute, acts of nature (e.g., flood), pandemic, compliance with
requirements and/or restrictions of any government or international authority, plant breakdown, cyberattacks,
embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency,
shortage of adequate power or transportation facilities. The performance of the obligation affected shall be
suspended as from the date of force majeure until the event of force majeure ceases, provided that if a force
majeure event extends for a period greater than thirty (30) days without a reasonable workaround, then Client
shall be entitled to terminate, paying pro-rata amount of fees due calculated to the date of when Client
accessed and/or used Product or otherwise received the benefit pursuant to this Agreement, including receipt
of any services, reporting, Results and/or Deliverables, if applicable as may be set forth in an attachment or
order form.
6.7Publicity. Sawatch may include Client's name and logo in Sawatch' online customer list and in print and
electronic marketing materials. Public announcements or press releases may include Client's name and logo
upon Client's written approval. Other than as expressly set forth herein, neither Party shall otherwise use the
other Party's logos, name, trademarks. or other intellectual property without the express written consent of the
other Party.
6.8 Severability. If any provision of the Agreement is invalid, illegal, or unenforceable, such invalidity,
illegality, or unenforceability shall not affect any other provisions under this Agreement, and the
remaining provisions shall remain in full force and effect. More than one counterpart of this Agreement
may be executed by the parties hereto, and each fully executed counterpart shall be deemed an
original.
6.9 No Waiver. Unless otherwise expressly set forth in this Agreement, no delay or failure to exercise
any rights, remedy, or privilege under this Agreement will operate or be construed as a waiver or
preclude any further exercise of other right, remedy, or privilege. Moreover, the waiver by either Party
of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of any provision of this Agreement. All rights and remedies conferred under this
Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or
concurrently.
6.10 Headings. The descriptive headings in the various sections of this Agreement are for
convenience only and shall not affect the meaning or construction of any of the provisions hereof.
6.11 Modifications and Amendments. This Agreement, and attachments and order forms executed in
connection therewith, sets forth the entire understanding between the Parties relating to the subject
matter and supersedes any previous understandings or agreements, written or oral, between Client
and Sawatch. Except as expressly set forth in this Agreement, this Agreement may be modified only by
an agreement in writing signed by both Parties. The Parties agree that any order issued in connection
with the System is issued for authorization purposes only.
6.12 Survival. The terms and provisions of Sections 1 (Definitions), 2 (License), 3 (Fees), 5
(Intellectual Property), 6 (General), and any other terms or provisions which by their nature are
intended to survive, shall survive any termination or expiration of this Agreement.
6.13 Order of Precedence. In the event of any conflict between the terms and conditions of this
Agreement, any attachment, and order form, the terms and conditions of this Agreement shall prevail.
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All attachments and order forms are hereby incorporated into this Agreement by this reference and are
governed by the terms of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Client name: SAWATCH, INC.
Signed: Signed:
Name: Name:
Title: Title:
Date: Date:
Client Address: Sawatch Address:
4045 N Pecos St, Denver, CO, 80211
EV CHARGING EN ROUTE SOLUTION
ENROLLMENT FORM
This En Route EV Charging Solution Enrollment Form("Enrollment")is submitted by the entity listed below("Company"). Upon WEX Bank's("Issuer")
approval of Company's enrollment,this Enrollment will govern the provision of the Solution(as defined hereunder) by IssuerX to Company, and will
incorporate the terms of the Business Charge Account Agreement between Company and Issuer("Agreement").The Company and Issuer are referred
to individually as a"Party"and jointly as the"Parties".Capitalized terms used in this Enrollment that are not otherwise defined shall have the meanings
set forth in the Agreement.
Company Name:
Company Address: City/State/Zip:
0 New Customer 0 Existing Customer Account Number:
EV CHARGING EN ROUTE SOLUTION("SOLUTION")
Company wishes to enable Card acceptance or payment via an Authorized Payment Device(defined below)at certain electric vehicle ("EV")charging
stations operated by charge point operators participating in the WEX Inc.card network(each,a"CPO Merchant")pursuant to the terms set forth in this
Enrollment and the terms of the Agreement.
FEES,BILLING,AND PAYMENT
EV Enabled Card Fee.The Company will pay a monthly fee of$5.00(the"EV Fee")for each Card that is enabled for Transactions at EV charging stations.
The EV Fee applies for each Card enabled on any day of a given calendar month.
Authorized Payment Device Replacement Fee. Company will be provided one radio frequency identification (RFID) device to use as an Authorized
Payment Device(as defined below)for each enabled Card at no additional cost.If an RFID device needs to be replaced,an additional RFID device will be
provided and Company will be charged$10.00 per additional RFID device,with the original RFID to be disabled.
Payment Terms. Billing for purchases made with an Authorized Payment Device shall be pursuant to the terms of the Agreement.
No Rebates.Any purchases made through use of an Authorized Payment Device shall not be eligible for any Rebate provided under the Agreement.
TERMS AND CONDITIONS
1. Solution Description.Pursuant to the terms of this Enrollment and the Agreement,Company will use an Authorized Payment Device to purchase
EV charging from CPO Merchants.An"Authorized Payment Device"means any RFID device,a physical form of payment or a mobile application,in
any case specified and provided by Issuer.Subject to completing the request in section 2.1,Company authorizes Issuer to connect an EV-enabled
Card to an Authorized Payment Device to initiate and complete purchases from CPO Merchants. All terms and conditions of the Agreement
applicable to"Cards"or to Transactions using a Card shall also apply to the Authorized Payment Devices and Transactions using an Authorized
Payment Device,except to the extent expressly set forth otherwise in this Enrollment.
2. Company Responsibilities
2.1 Upon acceptance and approval of this completed Enrollment by Company,Issuer will enable one or more Cards designated by Company for use for
purchases from CPO Merchants.Upon such enablement by Issuer,any individual that uses the Authorized Payment Device linked to that Card shall
be considered an"Authorized EV Charging User."Company may add or change Cards or Authorized EV Charging Users,or request additional RFID
devices in the online portal.
2.2 Company will comply with,and shall ensure all Authorized EV Charging Users to comply with,any reasonable instructions provided by Issuer or the
applicable CPO Merchant pertaining to use of EV charging,the EV charging station equipment and related applications,any mobile applications
intended for use with the Solution,and any Authorized Payment Devices.
2.3 ChargePoint Charging.This section applies if Company or Authorized EV Charging Users purchase EV charging or related products and services from
ChargePoint and its network operators.The Authorized Payment Device provided to Company or any Authonzed EV Charging User may include or
utilize services,software and/or other proprietary materials of ChargePoint,Inc.("ChargePoint")in connection with Company's or any Authorized
EV Charging User's accessibility to electric vehicle charging services provided via ChargePoint and its network (collectively, "ChargePoint
Technology"). Company hereby represents and warrants that its use and/or any Authorized EV Charging User's use of any of the Charge Technology
shall be governed by and subject to the following: (i) ChargePoint Terms of Service (found at:
https://na.chargepoint.com/terms_mobile?instance=NA-US&country_id=233&locale=en)(collectively,"ChargePoint Terms");and(ii)ChargePoint,
as a third-party beneficiary with respect to the ChargePoint Terms,shall be entitled to enforce any of the ChargePoint Terms against Company with
regards to Company's use or any Authorized EV Charging User's use of the ChargePoint Technology.
2.4 Company will immediately notify Issuer when an Authorized EV Charging User leaves the Company,retires or is absent for an extended period of
time.
3. Issuer Responsibilities.Upon receipt of a request in the online portal to enable a Card for EV charging,Issuer will enable the applicable Account for
EV charging and provide an Authorized Payment Device if requested by Company.Upon enablement of the Account,Company may use a mobile
application designated by Issuer for EV charging upon downloading and/or updating the mobile application, as applicable. If an Authorized EV
Charging User already has access rights to use EV charging with an CPO Merchant,Issuer may"link"preexisting account information.Use of a mobile
Page 1
EV Charging En Route Solution rev 1.1-12.01.23
application may be subject to additional terms and conditions as set forth in the relevant application.Company must comply and must ensure that
its Authorized EV Charging Users comply with the policies and terms of use posted on such mobile applications or otherwise provided to Company
by Issuer.
4. Data Collection and Usage
4.1 Issuer owns all data collected by or on behalf of Issuer in connection with Company's use of the Solution,including but not limited to transactional
data collected at EV charging stations. Any feedback provided by Company in connection with its use of the Solution shall be owned by Issuer,
including any suggested improvements to the Solution.
4.2 Activation of an Authorized Payment Device may require Issuer to share certain Company and Authorized EV Charging User information with the
applicable CPO Merchant,including contact information,VIN information and usage associated with Company's Account.Additionally,for Cards
issued with the name of an Authorized EV Charging User,Issuer may ask for personally identifiable information from the Authorized EV Charging
Users and may share this information with the applicable CPO Merchant in order for it to provide and support services related to the access to and
provision of the Solution
5. Controls.The application of any Controls may not be available for purchases on an Authorized Payment Device when an RFID is used and Company
agrees to be liable for purchases made with a CPO Merchant even if a Control has been exceeded for any Transaction.Subject to the terms of the
Agreement,Company remains liable for all EV charging session fees billed to its Account.
6. Term;Termination.The term of this Enrollment will commence on the date this signed Enrollment is submitted to Issuer("Enrollment Effective
Date")and will continue on an ongoing basis until either Party terminates as set forth in this section.Either Party may terminate this Enrollment at
any time for any reason upon thirty(30)days'prior written notice to the other Party,provided that Company will not be entitled to a refund of any
EV Fees paid and must pay all amounts due through the effective date of termination.Issuer may also suspend usage of any Authorized Payment
Device in its sole discretion,including if it reasonably believes it is being used for any unauthorized or fraudulent purpose.Upon termination of this
Enrollment,Company shall return all Authorized Payment Devices to Issuer within 30 days of the effective date of termination.
7. Miscellaneous. This Enrollment will also be subject to and governed by the Agreement and any subsequent amendments, modifications, or
replacements thereto.If there is any conflict between the provisions in this Enrollment and the provisions in the Agreement,the provisions in this
Enrollment shall prevail but only with respect to the Solution.Issuer may modify the terms and conditions of this Enrollment,including any applicable
fees,pursuant to the terms of the Agreement. No course of dealing between the Parties will be construed as a waiver of any breach or right,and
no waiver of any breach or right arising under this Enrollment will be effective unless consented to in writing in the form of an amendment signed
by both Parties,nor shall it be construed as a waiver of any breach or right subsequently.This Enrollment may be executed electronically.
The undersigned hereby executes this Enrollment on behalf of Company as an authorized representative of Company. Company understands that
Company's participation in the Solution is subject to acceptance by the approval of Issuer. Upon such approval, which may be evidenced by Issuer's
commencement of services,the terms and conditions above,in addition to the relevant terms of the Agreement,shall govern the provision of services
and products hereunder.
IN WITNESS WHEREOF,Company agrees to comply with the terms and conditions of this Enrollment.
Company:
Authorized Signature:
Print Name:
Title:
Date:
Page 2
EV Charging En Route Solution rev 1.1•12.01.23
ADDENDUM TO THE FUEL CARD SERVICES AGREEMENT
BETWEEN WEX BANK AND SOURCEWELL
CREDIT INFORMATION
Participating Entity has requested a credit account pursuant to the Contract#080620-WEX("Agreement")entered into between Sourcewell("Sourcewell")and WEX Bank
("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# Fax#
Physical Address(Do not include PO Box)
Mailing Address(if different from physical address)
Sourcewell Member ID Number Participating Entitys Taxpayer ID#(TIN,FEIN or SSN)
In Business Since(yyyy) Year of Incorporation(yyyy) Number of Vehicles Avg Monthly Fuel Expenditures Avg Monthly Service Expenditures
$ $
ACCOUNT SETUP INFORMATION
Write Participating Entity name as you wish it to appear on cards.Limit of 20 characters&spaces. Unless specified,no Participating Entity name will appear on cards.
nBilling Contact Name❑ ❑U I__I❑❑❑❑ I 10 0000
Billing Address
Designate the Participating Entity 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.
Participating Entity Authorized Fleet Contact Name I Title I Phone# I Fax#
Email address(required to take advantage of product type card controls)
0 Check here if Participating Entity is exempt from motor fuels tax
TERMS
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.
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 information 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 behalf of the Participating Entity has been duly authonzed by all necessary action of Participating Entity's governing body,and that the
undersigned is authorized to make this application and accept the terms referenced herein on behalf of the Participating Entity
Signature: Print Name:
Title: Date:
Complete and sign Addendum. Fax to 1-866-527-8873 OR Email to
FOR OFFICE Oppty Number Sales Code Plastic Type Coupon Code Account Number
USE ONLY SOURCEWELL 04
REV Sourcewll Participating ADDEND.CRDAPP(01/21/2021)