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10-77
f J 1 Resolution No. 10-77 RESOLUTION AUTHORIZING EXECUTION OF AN ADDENDUM TO THE FUEL CARD SERVICES AGREEMENT WITH WRIGHT EXPRESS FINANCIAL SERVICES CORPORATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Sean R. Stegall,City Manager,be and is hereby authorized and directed to execute an Addendum to the Fuel Card Services Agreement on behalf of the City of Elgin with Wright Express Financial Services Corporation for offsite fuel services, a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: April 14, 2010 Adopted: April 14, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/ Diane Robertson Diane Robertson, City Clerk r � ADDEP01 M TO TEE..FJn-'CARD:SERV1C-E9 A T BETW.EEAI WRXGAT M. RESS FINANCIAL SERVICES CORPORATION("WEX FSC") AND.O NTITyi(the"STATE") Fartidpe�ng Entity aDraes 2Eia41nthe eVant ttl9 accauni fs.noj pald�s deed,WE t FSC may ieportfhe orpderaigned'e UauAyfgr and She statila Of.iheaxoust to.aedr� buresus acid afhtra who.mal'fa�'v7fY reoeive�iichksfonnai(otL Par Lepanriaav ` P4�7�--931-6100 f8+7-931-5983 City of Elgin, IL Headqumiers Name and PlVskal Address(Do rot inClUddPQ Hex) AAp nt s Fsxpayer�#(TIN,FEIN of bSN) 150 Dexter Count .E1 in; IL - 60120 E9996-0771-06 • . 1865 . ,. .... .. .N.u.rbzef ve*l3 Av� Fuel a pand m Av g g M dyServ.i.at In Busiss Stnee(yy ) Xeo;afhcpoton(yy) NiS 1865 80 5,0 0 $ _ ..xpendittues e _..._..._..:..... . WritQ ParUdpaung Enrlty narna es yeti�Weh.It to appeg roil a to LkNt or 90 ohoraeters&spaces.tkdase sped{fed,no'eomf any tremo.w0l f ppesr on trots. �nE [D© ❑DC1D❑ BMM Contact :t3mtxv Address City State Z,p+4 C not Fowler 1900 Holmes Road Elgin IL 60123 Daslgnata the Reat Contaa aWhoftd.to recelve al charge cards,reports,acrd olbwr smh Womsalion we provide front true to fmaand to take adiorts vrilh respe t to your acwruutand eccattSrt access..Ftita h eilso.tlie peisort.deslgrmted"py:yoitr cptYrpanY ro provide aL fleet vehldea,�iver snot otftier iniprmatlon we mayraqusst: ALdwtzed Fleet CcntttctName Tale Phone# Fax# 7-931-5983 C ndy Fowler Admin Assistan , 84 847-931-6157 �a q Wang Address(If dlHerentirom bI9Ing•nddressX qty Elgin lli �b U 123 1.900 Holmes Road brraG addreas.(requliad bo talcs adverstepa aEprodtict type card cnntrol_s) fowler-..6@cityofelgin.org Card Contras:Tb help us ego!ate_Y4tact t reads,indIcaWthetypet'd cards you antldpate using- FUEL ONLY Hyou provide a vald erns address abrnm.:yw cart sated from these prodwa We optior= 17 Ate Prodt�b fist s SenA6e ❑Frei s b kids veldt RnidsidaAssfatance ❑FuW with Roadside Ass(am=n a MN of card h pas .O check bare ff twsirwae.•is.metnptfrotn rnotonTu6ls tpc,_.,: ..:, . .. -- .. DEFINtTIONSt "Agreerwr means rontract-Km bd eff6cOve rdatsl for Fuel-Cards and fuel Management Sondrss(the"Agreement!dretmen the(the State and,WEX FSC. 'F'arttdpating Erditr shM mean tie PaWpatia8#j tY as defined in the Agreement permitted to purchase se vices under the Agreement,as spedfled in the C"usttrtformatim above. All other capitalized terms used in this Addendum mahout-dakircin have the meanings ad forth In the Agreement. Ar�.�a�■F�.^'S CfF�"'�F5G AND PARTIu�P_ATI aXTTIY 1. This AddendLn 194oelbwVW pmWpetitp'Enttty to patttclpate under the Agreement between WEX FSC and the State. It does not modify,amend or change the Agreement h any waY- 2. paftkO tbrrg Entity repressrae that it is auttwrizod or allowed by the laws of ittg home state to enter into this Addendum and to parodpats under the Agreement S. Participating•Erd&Y hereby req�fie=moos of WEX FSC described in the Agreement and agrees to perrorm art dudes of a Partldpattrtg Entity the AyteemenL hYAxIir&vwlthatt ttmiW;m peynw t of ad charges on Us ac=XVI(s)wuhin the des pw1ods provided under the Agreement;payment of MW tees provided In the Agmement,pad cpopwadton.wtth roeepecdto providing all necessary info iuMon for to edmirftbatfat of the Agreement. Partidpatittg EnI ty agrees to be bound by"the temu and eo<tdltiorra of the Agreement,krju*g,ixithout I6nitattort,ndes for eWhottm0 and unauthortzed use of cards, disputoc of charges,mW tg rattan Molats oikl%acrd an bitter rules and provision retat619 to rue of Pa valI attrrg Entity's atxourt_ 4. padiciatUug"Fltttbr admowfed9ea that lis:fatkae bo'tnake tlttnNy.p�ttnent in axordartce vdih the tanrts of ttte Agtaemerrtt endktrthe Addestdum.rosy teuwR in ion or MtceRWbn.of the acoount(sj Mw undeMW;gd rap MOO and wanant3 that belehe is duty atnttort wd to etcectrts thie Addendum on behaU is of fie pmf aptft Entity and this AWMdrm is the vafidend binding obllgaWn of the Parficlpating Entity,enfareeable in ac=dance watt its tarots. INEORMATION SHARING 1459L= h>k mtation Ceding yourtreneacflotts maybe provided to nocepting merchants or their service provfdem to Wlitabs ascouads or other prornotlorrat campaigns of Interest to yw. t t R A PATRIOT ACS f:Our bank c omplas.Wth Section 926 of the USA PATRIOT Act which requires ell ttrrancW kratituHans to obtain.vwlly.and record trtfome2on that fdentifles each oompany or perabt who opens'an account.What this meatus for you:when your open an arzasnt,we will ask"Tor your name, address,date of bk tr and other infwa2um tuner vvA allow us to'idatttiy you.We may also askto we your drivers Geense or other identtfytng documents for your business• pmt CLAIMEFR THIS IS-AN APPLICATION FOR SERVICES AND SHALL NOT BE BINDING UPON WEX FSC UNTIL FINAL CREDIT APPROVAL HAS 8[ 1 t"aRANiEJ}SYWEX FSC: CONTIZACTMIG ■"• Anyper son etrdng on b@ Wf ofthe Patli�afry has been dtiyauft feed by al necessary soon of ApAcwtrs gover0m body,and itratths unde"ned is authodzed io nw a lt�s ibwon ocS psftstf er11rJ Fly. Sign Uv. y'1/I/ Pdnted Name Sean-R. Ste all 71tte �ity Manager MIX Al2ril 14. 2010 Complete and sign addendum.Fax both pages to t7ppty Nltenber sat"Coda Pfastlo Type Capon Coco A=ouM Nwam 04 04.ADDEND.OMAPP(110) City Of Elgin Agenda item No. March 25,2010 :4 TO: Mayor and Members of the City Council rn�n idly sfabb, Ciry Government FROM: Sean R. Stegall, City Manager David L. Lawry, P.E., Public Services Director SUBJECT: Agreement with Wright Express for Fuel Services PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider authorizing the City Manager to execute an application and agreement with Wright Express for offsite fuel services. RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute an application and agreement with Wright Express in the amount of$787,500. BACKGROUND The City currently has an offsite fueling agreement with Petroliance LLC. The agreement provides a specified profit for Petroliance and Petroliance has very limited fueling stations available to the City. During an internal audit of Fleet Services, it was determined that certain efficiencies could be realized by utilizing a more expansive offsite fueling program. It was determined that Wright Express would provide these additional efficiencies to the City through use of its offsite fueling credit program, including, but not limited to, greatly increased fueling station availability and lower fueling costs, since Wright Express credit fueling cards provide for fueling at a lower cost than that emplated by the City's current agreement with Petroliance (Wright Express utilizes retail pump pricing, which is as much as $.18 per gallon less on gasoline and $.09 less on diesel and biodiesel products than Petroliance LLC who is not a retail location) and can be used at many area gas stations as well as with Petroliance stations. The added efficiencies are: 1. An integrated fuel interface into the NAVILINE software; 2. A greater number of offsite fueling stations; 3. Fuel cards that will "travel" across the United States. Wright Express Fuel Agreement March 25, 2010 Page 2 Additionally, annual savings of$30,000 to $40,000 are projected based on volume usage and use of the Wright Express program. The agreement with Wright Express will also allow the City to maintain an agreement with Petroliance, LLC, for the Petroliance fluids program, and an emergency after hours "field" fueling option. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. FINANCIAL IMPACT The fuel agreement with Wright Express is expected to cost$787,500. The budget for offsite fueling for 2010 is $1,050,000 and is located in the Equipment Replacement Fund, account number 601- 4701-796.17-15. The budget is based on the City's projected annual fuel usage of 350,000 gallons at $3.00 per gallon per the 2010 budget detail. There is no additional cost to the City with utilizing Wright Express as an additional vendor. Projected annual savings including the rebate offered through the Wright Express program at 105 basis points, is estimated at $30,000 to $40,000 (please reference attached spreadsheet). There are funds available funds to enter into contract with Wright Express.. L GAL IMPACT one. ALTERNATIVES 1. The City Council may choose to award the agreement as recommended. 2. The City Council may choose to reject the agreement and direct staff to resubmit with different recommendations. Respectfully submitted for Council consideration. DR: cf Attachment Wright Express Fuel Agreement March 25, 2010 Page 3 Typical Retail Pool Margins(prior 12 months from 12/09)at gas/diesel sites $0.11 Average monthly gallons: Gas Current contract margin of S.26 vs.typical$.08 gas margins at retail. 15,860 Approximate price per gallon Gas savings:Current margin at the Mobil Offsite is S.33/gallon. $0.18 Approximate monthly Gas savings: This savings is not guaranteed,but simply an opinion of PetroLiance. $2,855 Average monthly gallons: Diesel Current contract margin of S.26 vs.typical S.17 diesel margins at retail. 7,417 Approximate price per gallon Diesel savings:This savings is not guaranteed,but simply an opinion of PetroLiance $0.09 Approximate monthly savings: $668 *Approximate monthly overall savings: $3,522 **Total Annual Gallons 279,324 $0.15 Approx.savings/gallon *Approximate annual overall savings by utilizing retail pricing: $41,899 *Wright Express anticipated monthly rebate(105 bps) $244.41 *Wright Express anticipated annual rebate(105 bps) $2,932.90 Total projected estimated annual savings U4,831.50 *Based on 279,324 annual gallons,not 350,000 per the 2010 budget detail ** Budget detail contemplates an annual combined usage of 350,000 gallons CONTRACT The Parties to this Contract are the State.:of Illinois.-acting through the undersigned Ag" enicy(Collectively the State)and the Vendor. The Contract consists of this signahn page,the following pages detailing 1he contentsdWAIMbeloM arid any attachments identified an these pages. t TERM AND TERMINATION 2 DESCRIPTION OF SUPPLIES I SERVICES .1 PRICING 4. STANDARD TERMS AND CONDITIONS 5. CERTIFICATIONS AND CONFLICTS 6. SUPPLEMENTAL PROVISIONS In consideration of the mutual covenants and aoreemants;contained In thls'*C6ntr4 9n(I for other good and valuable consideration,the receipt and sufliclency of which are hereby acknowledged,the Parties agree to the tam and conditions set forth herein and have caused this Contact to be executed by their duly authorized representatives on the dates shoWn below. VENDOR STATE.0j"ILLIHOIS (Vendot,Name) Vffight Express financial Services Corporation (Agwcy:Narne) Department of Zintal Management Services Signature bax--,, IQL" Officlal Signature Printed Name txrr-y, O"L c Printed Name TIM .. VP/cro ------_Pate j:jajc 09 Title Date Address 3995, So. Ea. 5%,.c be 45o Designee Signature Sc,_I> veLva- w 6410*1 Printed:Name Phone 'W4 iqa- 5*314 Fax Vol "a' 533 CA Title E-mail address Phone Fax E-mail STATE USE ONLY NOT PART OF CONTRACTUAL PROWSONS PBC# --093792 Cohdk CMS0375M Prod Me Fleet Fuel Card for the Purchase of Fuel for Stets Fleef Vehkies Pfocurament MdW(IFA RFP,Small et) RFP Award Code: a FB PubkOm Dak; -MyM- IPB Ref.# 22016455 Subconiractowhkaffan? Yes❑ No N Subcontractor Dkdowra?Yes❑ No 0 FLoOg Source Obtaflon# CMS Program Compliance FiscalCompNBnce Legal Compliance Executke 12-2m, Page 1 1. TFau earn TMMINAI ION 1.1 TERM OF THIS CONTRACT: vn7.00nciudeon June 30,2014. The irdlial term of the contrad shaabegin upon the last dated dgnalu re and 1.2 RENEWAL: This Convact may not be renewed unless ft renewal periods).and any applicable conditions are.shown below: The renewal shall.be subject to the same terms and conditions as the:oifi�nal Contract unless.otherwise stated below. Renewal pricing Is shown m-Section.3 'However,the Contract may not renew autOmatkaily;nor may ft-contract renew solely at the Vendor's option. The State resenas the right tbow under the Sam9 terms and conditions tr a totai of two(2)years In one of the following manners: A One renewai.eovedng the entlre:renewat allowance. b)IncUduat cna yaw renewalsupto and tack ft the.en5rerenewal marIN or c)Any combination of full orpar6at-year renei&up to end irudng the.entlre reneWd d werlm. 1.3 TERMINATION FOR`CAUSE: The State may terrrdnate:Ihis'Contract,in whole or in part, immedhWY upon notice to the Vendor If it is determined that the actions;or fallureto'act, of:tt►e Vendor;ifs agents;employees or subcontractors have:caused, or reasonably could Cause jeopardy 6 health,safety,or property. If Vendor falls to perform'to the.State's satisfactlon any at therbreacth or noncompliance be remedied of a material provision of this.Contract,the State.sball:prov[da written notice to the Vendor raga within the period of time specified in the.State's written notice. if.the breach or noncompliance Is not remedied by that date the State may aitltar (a) Immediately terminate the Contrast without additional:written notice or,{b)enforce the terms and conditions of the Contract,and in either eventseek any:avatlablelegai or equitable remedies'and damages. 1..4 TERMINATION FOR CONVENIENCE: Following thirty(30).days written notice,ft State may terminate this Contract in whole or in part without the.payment of any penalty or Incaarring.any further obligation to the Vendor. Following any such.termination for convenience,the Vendor shall be entitled to oompensation:upon submission:of Invoices and proof of claim for services provided under-this:Contract.up:to and including the date of termthation. t` Page 2 .2 DI:SCR)PTION OF SUPPLIES AND SERV)CES 21 GOAL AND.OBJECTiVE& The primary objective of:thiscontract:is to.provide fleet fuel card services to provide access to fuel for the State's fleet of vehicles. 2.2 SUPPLIES ANIMORSER1ll.CES REQUIRED; 2,2:1 The hate of 1p Ws:.00perates appro)*na*1- ,A.on road vehW9%.dispersed throughout ft.state. These vehicles are operated under the)urisdicdpn.of various agencies,eaeh.ultlmately responsthle ior.operafing expenses. State agencies are diverse in creed and oration,including ttlghway ma'intenmm,law.errforesmertt,and.others. Many of the vehicles In the State's fleet provide public bealth:and safety services,which require 24--hour fuel purchase capabilities. These vehicles use muttiple.fuel types butiuding gasoline,gasohol,RPG,E.85,biodiasel;diesel:and:100 Low Lead aviation.fuah jfue)for the.Stela's avladon`fleet Is.included in this scope of world, .Central Management Se�viies,Division:of Vehicles seeks a vaodor:that will Provide..tleet.Card:servlcces:used to purchase fuel and vehk b4alated goods:and:services from cOmmercial:esta itishmsnts:normapy within the Stets of Illinois.The State.of lMnois fleet generated over:550;00p purchase transactions using vendor Red cards in Fiscal Year 2008. The Vendor,astfeet:fuefcard'Provider.Wees.that ithas fiduciary responsibtiityto ensure thatfuel purchases will be madefor State vehicles. Vendor shall provides fuel.card thata)lows state drivers to make fuel purchases;however,Vendor Is not required to guarantee the supply of fuel at any:of the locations in the Vendor's network. 212 The fol lowing data:descrthes.the current fleet card.program In place and provides consum June 30,2008. ption data for the period July 1,2007 through Number of credit cards,t6,200 .Number of:accounts 460 Annual numb oftraifsadibim 55000. Gallons of gasohol purchased:t3;325;000 Gallons of dlesel fuel purchased 61:5,0.04 Galions of E-85 iuel:purcheged.18},000. Gallons of 100 low lead avian fuel.purchased 3,600 Number of Erinergency Repiacement Cards Ordered 111 Number of International Transactions 30 Vendor shall furnish.aH:requv—wnents for the contract period whether more or less than the current usage listed above and no quantities or volumes are guaranteed. 22.3 Alt agencies, boards and commissions under the.jurisdiction of the Governor of the State of Illinois may utilize this.awarded Contract Business rules for participation in this Contract are established by Central Management Services as contract administrator,participating agencies will be required to adhere to these business rules in order to partidpate, Agencies,boards and commissions under the jurisdiction of other constitutional officers, the legislative or judicial branch of government, the state board of education, higher education and units of local governments are not required to utilize this Contracd,but are eligible and shall be allowed to do so if they so choose through the State's Joint Purchasing Program. Joint Purchasing Program participants.utilizing.fhis Contract will be referred to as participating entities. 223.1 PARTICIPATION OF ENTITIES: The State and Vendor shall have the right to share all or any part of the Agreement,and all associated documents and amendments,with any Participating Entities.Any Participating Entity will have the right,at anytime during the term of the Agreement,to purchase goods and/or services of the type covered by the.Agreementinclusive of amendments,if any,at the same price,and under ft same terms and conditions,as.set forth.in the Agreement Notwithstanding anything in Ibis Agreement to the con", ft Is understood that the obligations of each Participating Entity hereunder shall be exclusively the obligations of the transacting entity and that neither the State nor the other Participating Entitles shall have any liability whatsoever in connection therewith, It Is further agreed that each Participating Entity is severally and not jointly liable to Vendor and no Participating Entity shall have financial or other responsibility or liability for any goods or services that were not furnished for such Participating Entity's site or operations. 213.2 EXTENSION OF CREDIT TO PARTICIPATING ENTITIES: No Participating Entity shall be eligible to become a part of the Agreement without being granted credit by Vendor. Credit Applications must be submitted by each Participating Entity and the applications will be adjudicated in accordance with Vendor's credit policies and Vendor shall have sole and complete discretion over which Participating Entities are granted or denied credit. Each Participating Entity who is granted credit will be required to complete a Participation Addendum In order to participate under this Agreement The combined Credit Application and Participation Addendum document Is provided as an attachment to this Contract. 2.2.4 2.2.4.1 Fuel Network Administration The Vendor shaft have a network of fuel vendors statewide currently available through their Company. This network must be geographically diverse across the State of Illinois. The vendor's network shall encompass a variety of brand name gas stations that accept the provided fuel card. Page 3 Vendorshalk:provide to114m 2417 customer support If the`State has merchants that they would like to be part of the VencWs accepting neiwork who do not already have direct acceptance or cannot utilize the WEXPaytool,Vendor will be provided the following information from the Statalmerchant • Merchant name Merchant address Merchant contact.person Phone and fax numbers Expected ublizationtvdume from your fleet • Name and phone number of fleet employee requesfthg Wright Express card acceptance Vendor will work with all interested parties toward gaining.acceptance at 1116 This.Includes either direct agreements or acceptance through our partnerships with network sales organizations and:acquirers. Inclusion into the network will be subject to the Vendor's standard practices. Vendor's fuel card shall be able to provide for the purchase of multiple types of gasoline,gasohol,RFG,E-85,blodiesel,diesel and 100 Low Lead aviation fuel. 224.2 Billing and Payment Terms and Tax Deduction Vendor will Involes the State net of all Federal excise taxes on all fuel types,et the transaction level,regardless of merchant Participation since the State Is qualified as tax-exempt Vendor will invoice the State net of all applicable State and local taxes on all fuel types,at the.transaction level,depending on merchant participation since the State is qualified as tax-exempt. If a riiercharit does.not partthipate In Vendors takgrogram,the State will receive reports on those transacflons that were not exempted. Vendor shall work wflh the State as outlined°ln 22.4.1 to attempt to add merchants where reoccurring fuel purchases are made as participants to the Vendor's tax prowarn. 224.3 information Management and Data Exchange for automated V.I and for fleet The vendor is required to provide all fuel transaction data Including cost,quantity,and fuel 9 reporting As the State's current fleet fuel card provider,Vendor is currently providing and can continue to provide billing and fleet management data in a format compatible with the StaWs fleet management system, Maximus FlestFoc us FA. The vendor will provide billing and fleet management data in a format compatible with the State's fleet management system,Maximus Fleeti=ocus FA throughout the term of the Contract The Vendor must,on request,report on fuel consumption by We far use in energy.conservation measures and alternative fuel initiatives. These reports are needed in monitoring and reducing the State's vehicle emissions,fuel costs,consumption and carbon toot print. 224.4 Security eri shall be liable to Vendor for all unauthorized use of Subject to any limitations imposed by applicable law,the State or Participating Agency a Card until the Vendor is notified of such use. Once a card has been reported lost or stolen,it is Immediately invalidated In the Wright Express system. After cancellation,all electronic authorizations associated with the card are declined at the time a purchase Is attempted. Once Wright Express receives proper notification,the State will be relieved from liability for any subsequent charges to the card. If a Wright Express card is lost or stolen,it should be reported immediately to Vendors Customer Service Department by calling the toll- free number(800492-0669). Open 24 hours a day,365 days a year,the Customer.Service Department is always available. The State can also provide notice of the loss,theft or unauthorized use of any Card or account through WFJCOn6heO. Personal Identification Numbers (PIN) will be driver or vehicle specific. The 4 or 6-digit Driver kfentification Number (DID) to be C assigned to a driver, vehicle or organizational unit on the Wright Express account(based on the type of card). assigned vehicle,will typically have a DID is associated with the Driver. The vendor must generate PiN numbers randomly for State agencies with minimal downtime. The DID can either be generated by Wright Express at random,or assigned by the fleet customer. 23 MILESTONES AND DELIVERABLE8• Vendor shall not perform services, provide supplies or incur expenses In amount exceeding the amount shown In this Section,unless a higher amount is authorized in writing by the State prior to the Vendor performing the services,providing the supplies,or incurring the expenses. Not-lo-exceed$ Not aanf0bte this is a master contract r1b, 2,4 VENDOR i STAFF SPECIFICATIONS: Page 4 2.4.1 SUBCONTRACTOR&Verxbr shall Identify the names and.addresses of all suboontractors utilized by Vendor In the perfomhance of this Contract,together with the anticipated amount'of money tfi$t.eacii subcontractor fs expected to receive pursuant to this Contract. The . State may request updated Information at anytime:: Fat purposes of this°section,suboontrakors are those specifically hired to perform all or part ofthe work of thls contractor to provide the supplies requestpd by the State. Subcontractor wame Amount ID be paid tlVriniit F�ioress Coi ooi ation i Fbod'Am lint Dired Mail of Maine Only reduked If Slate cots for pacer reoortinafinvoicirno .2A2 .ti the State Identities specific fueling needs,Wright Egress A make a good faith effort to provide coverage for the benefit of the State to meetthatneed Z5 DELIVERY SPEC)FICATIONS: Not Applicable for this contracL 26 WHERE SERVICES.ARE TOZE PERFORMED: 2.6.1 Unless otherwise specified in this section all servibW shall be pedomted in the United States. If the Vendor creates or manufactures the supplies or performs any of the*ork in:another country in violation of the Contract,such action may be deemed a breach of the Contract Vendor shall disclose the.location'where the servicet required shall tie performed. If at multiple locations,the known or anticipated value of the services performed at each location:shal be Identilled. l the Vendor received additional consideration In the evaluation based,on work being:performed In the United States;.ltshall be a breach of.contract if the Vendor shifts any such work outside the United-States. Location'-where services will be performed _ SaltLakeCity,Utah p - Value.of services: rmed at this location Dependrhnt on vales of contract Locatton where_services will be performed South.Porffand,Maine Value of services performed at this location Dependent on vakreof contract 2:62 State owned vehicles va require fu*g services kmgthout to-State's 102 counties. In addition to the normal sUewide fueling network,on occasion,vehicles may be used for interstate Gavel which will require fire use of thefiraing network In other slates. On even rarer occasions,a We vehkie may be taken out of the country and require fueling services lntematkm *. international fueling costs are listed in the pricing section of this Contract. 2.7 SCHEDULE OF WORK: Any work performed on Stare premises shall be done during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel: 27.1 The State and participating agencies will have 2417 access to trained.call center representatives (CSR's)available whenever needed.This bared approach enables.Vendor to provide high levels of customer service at all times,as well as strategic oversight to work closely with agency contacts to improve their.tieet.card program. 2.8 WARRANTIES FOR SUPPLIES AND SERVICES: 2.8.1 Vendor warrants that the supplies furnished under this Contract (a) will conform to the State's manufacturing standards, specificat ions,drawing, samples or descriptions furnished by the State,including but not limited to ail specifications attached as exhibits hereto, (b)will be merchantable,of good.qualky and workmanship free from defects for a period of twelve months or longer if specified in writing,and fit and sufficient for the intended usa(c)will.comply with ai:federa and state laws,regulations and ordinances pertaining to the manufacturing,packing,labeling,sale and delivery d ihe:supplies(d)will be of good title and be free and clear of all liens and encumbrances and(e)will not Infringe any patent,copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses,costs,damages or expenses,including without limitations,reasonable.attorney's fees and expenses,arising from failure of the supplies to meet such warranties. Vendor shall Insure that all manufacturers'warranties are transferred to the State and shall provide a copy of the warranty. These warranties shall be in addition to all other warranties,express,Implied or statutory, and shall survive the State's payment,acceptance,Inspection or failure to inspect the supplies. 2.8.2 Vendor warrants that all services will be performed in a good and professional manner to industry standards by trained and competent personnel. Vendor shall monitor performances of each Individual and shall reassign immediately any individual who Is not performing to professional standards,who Is not efficient or effective in performing the work of the contract,who is disruptive or not respectful of others In the workplace,or who in any way violates the Contract or State policies. 2.9 REPORTING,STATUS AND MONITORING SPECIFICATIONS: 2.9.1 Vendor snail immediately notify the State of any event that may have a material impact on Vendor's ability to perform the Contract. 2.9.2 Upon request and on forms provided by Agency,Vendor shall report the number of qualified veterans and certain ex-offenders hired during Vendors last completed fiscal year. Vendor may be entitled to employment tax credit for hiring individuals In those groups(PA 94 1067). Page 5 29,3 To assist in traddrig and monib tV perforr mm%Wright Express'"conduct eusbnersdskdbn surreys at lei Wce per year..The scuVeys shal be by t by the State.The surveys a b6 edmiFasteied.m the Stale pertwW:Who:utlze the services of.Wdght Express and the W ot*Exp m network.Survey results mall a.also mor& Nuisance.on of 0brnes and ft CMS of Slrateylc.Sourang and Procurerrrerrt,,dwtac�.Corroance Swim.The State may.a o monitor Compliance.and perfortr>ance'1 9h°� surveys andothermelhoft. :2.9A Vendor SW cooperate War he'State in mm iboring activity,Wift:m,a}rregc N thatVenrthrreport:progressand pr imm(A-Proposed resoiuI1ons),.praMde teoords:o ifs polior ndk Blow random 1r a>s of re-imi s,p�pabe In sctiedum:rn__—."-and t �t reports as.r4mbed by the$lats As;a doge.-cod provides,Vendor is abA►ed:b lint sbe*b to two threes per year;.ckahrg regular bu*ess hours upon prior notice. on Vendor strap Identify:a pro)W manager to serve as a single contact for the$tate of Onds. The project manager 295- t)urang:_irrrplementati vA overseeU*inillair ImIjementation plans,support the State of Illinois and:c ardhoklers personnel during the initial program tans IA educate,recruit and promote progran oompiiarthe'and reconmerrd solutions for enhanced service,cost savings;.and.program optimization opportunities. 29.6 Daring irrrpiemerrtat M,fig.the prof p�and timeline, slconferenee cats will be conducted on a weeldy basis(or as needed:based'as determined by iii States needs). The State will have discretion In requesting reasonable in person:.on-site rneelings or vldeoheleoa*rence cis as arresting forum. The Vendor's profectmanagerwill_submif writtemweebdy status rreporls to all members of both teams b keep everyone abreast of the current stales of work,ouitslarrdhrg issues and any roadblocks to progress Idenb7yin9 aco shmenlsand sam 297 After impierne�rta6or►,:quartergl to Person'tneehngs or videciliele o�rferenoe cols will be conducted with a vendor pn manageror and for aocorrnt:manager. The state w�.riave dtscretlon in tle�rmir>ing when on s(te n►eetings v�ihr the Vendor.are required during irtiplan�en bg sppp of thg.prpg�n, profit manager/accowrt manager yug function as:lhe 5tate.of linois advocate for day-to-day support needs and esr�6ed.Problem solvg,proaL'4+►e1X comrrunrng whim Slate of.llinois prnr►ei to.so�at feedback and input for program its,and idaneft ongoing training need& Ttie project maneg�or acaowmt manager. also recommend si3krGons for entuarrc:ed service;cost savhmgs and program opilmizallon opportunlim and review results of kxlstomer satisfaction surveys. 282 Vendor agrees to REMO the fdbWirr t t; _ ,ror"tfdeslhe�t+olloHrin tarld8 're Invoice(eler;tronle via WEKUnr,WEX or by paper statement) Vehicle Analysis Report(VAR can be delivered electronically and/or via paper) *aftent summary Financial Summary by Department Financial Summary:Grand Total Wright`Express shall also..provide quarWy listings of the�nuniber of lra�>sactlams, gallons and dollars spent at Mint Women Owned Busirssfuel locations. The MWOBE:Wes rW rted are: Non.Minority Female Female Ks*m Male Hispanic Female African-American Male Af can-American Female AsiaruPaft Islander Male AslanfPacifrc Islander Female Native American/Alaskan Male Native AmericardAiaskan Veterans Disadvantaged Business Small Disadvantaged Business Disabled Owned 6A Wright Express offers customized paper or electronic management information reports that can be designed in several formats and provided on an ad-hoc or r ul scheduled basis,based on your needs,hWudin : Page 6 Fhandd Summary—by departrnent.and in total,the period and.year-b4 to costs for each type of transaction, .plus total costs tor:fad and non-fuel purchases; Site Summary.=transaction totals for the reporting period sorted by location slte number; F.xoeptlon Summary—frequency and costs of.purchases meeting fleet defined excPfon categories; .Top:manual fueling locations; Vehicles not°fueling; Drivers and vehicles added or.deleted; Fuel purchases,by merchant; Top fuel merchants;by number of transactions; fuel purchases,.by product code; Diesel fuel purchases; Price per gallon summary; Galion summary; Odometer readings,by asses~and Transaction surnmary,by date and time of sale. Ali-of this..hUmatlon can also be obtained 24 hours a day'lrom any In(ernef. enabled computer through WEXOnfFnef. 29.11:1 The Account Review document is shared atyour aooamhrevfew meefing w h Covemrnent A=.mt Manager Derise Baunrgart and conshts.of 16.pages of data.The dab is a n>It 1Smarth review of d9a oonsis of the tolfata rg repasts.PoHfono sumrrm,spew reporl, gallon type: pmt spend;rwn-fuel spend ;shot,aweia9e pre Per 9altai (gas.and dkel), transaction report,activallon report,brand report(gasoline,diesel and maintenance). N adiiillona reporting is required,Wright Express will work win the State to build reporfeng documents that provide aetianable data th manage their AW.proWam. 29$2 The Opportunity Report identities areas where you can save on AW-purchases.by benchmwft your purchasing at a ap code level to the WMxIex average. Further drill dawns provide vehicle and driver'laW analysis of abranch level to show where selecting lower priced fuel sites In the area will save you money. A direct link to the Fuel Rice Mapping toot an WEXOnine@ allows you to Immediately find lower cast providers in the lmrnediats area. 29:9 Wright Dress corporate websile(www.wrighta)press.com)includes an online.rste t1reclory where fueling boons can be searched by brand,city,state,and zip code. Site searches can also be done via WEXOnifrs AM) Wr%M Express can provide paper station directories,by state,upon reques. These directories we updated regularly and are always available free of charge. 210 OTHER SPECIFICATIONS: 210.1 Vendors shall provide replacement cards for lostlst teen cards via first class mail or similar delivery service at no oost. In the event an "emergency re*wat is requested,the Vendor strati be able to provide the card via Moft express mall or slorlar. Costs for delivery as an "emergency replacement"are ou0'ined in ft pricing section. 2:102 As required by Illinois Public Act 095-0307, all information technology, including electronic Information, software, systems, and equipment,developed or provided under this contract must comply with the applicable requirements of the Illinds Information Technology Accessibility Act Standards as posted at htto://www,dhs.sto.il.us i tes. 2.10.3 During the term of the Contract, Vendor shalt provide online services to the State via WEXonfine@ systems. . Using the :WEXOnline system,the State may use the tools and features more fully described in the RFP response and in WEXOnMe,including but not limited to electronic invoicing and payments and Purchase Controls and Custom Control Cards. Custom Control cards allow you to set .merchant, transaction and even product type limits. Vendor will apply those limits to both Wright Express Card and N you elect to use WEXPay1m,the resulting WEXPay MasterCard transactions.Expanded coverage combined with integrated reporting and Invoicing will further streamline your fleet purchasing and operations. WEXPay Is a feature which enables your drivers to purchase fuel and vehicle maintenance at locations that may not have a direct acceptance agreement for the Wright Express Card. The State's driver would provide the merchant with a telephone number to call and Wright Express will authorize the transaction and provide payment to the merchant using MasterCard. 2.10.4 In order to assist the State with fueling costs,the vendor shall provide access to Daily Best Fuel Price and Fuel Price Mapping components of thek web page. 2.10.5 Vendor shall be prepared to support the needs of the State in the cases of natural disasters(e.g.,hurricanes,earthquakes,floods), threats to national securely,and military moblization. Vendor recognizes the critical importance of keeping fuel supplies available so that public sector vehicles can operate and respond during natural disasters and other emergencles.Vendor's services during these times shall Include: Page 7 Emergency plan development working with the State D:prepare a plan of response_should an emergency occur Set up of onMe.eimergency card.proles,so Me State can easily.:rerrrove or change your card_control limits m support Your emergency needs • Regular updates outlining which networks and fuel stations are open and acfive hh disaster areas 2.10.6 Vendor will:provide training through either i based training%tooth or.CDs. Web-based training.allows users to be trained on future enhancements by instructing them.to visit a web-.Ate.through a h*erflnk via a-mat♦. Generally,Wright Express aces a°train the trainee approach that would Include tends-on'training forte-key managers'el trainers In the SWs system. Training for cardholders typically lasts one to two hours. Training of the State's Program Administrators,would take anywhere from four hours b several days, depending on the complexity of your customized card program. WEVithin ninety (90) days from contract execution, Wright Express shall establish:atieast one web-based training dm for veNcle coordinators 2.10.7 The Wright Ex press Fuei:Card will provide the following.controls atihe request of Central Management Services:. 2.10.7.1 Custom Control Custom Control cards permit all types:of purchases at Wright Express accepting locations based on the coding in the magnetic strip. This includes fuel,maintenance and other(such;as general merchandise)items. With Custom Control Cards,fleet managers have the option to apply Product Type Controls; allowing certain product.categories to be deselected. For example, 'General Merchandise'could be deselected,allowing oniyFuel and Parls/Servke related purchases. 210.7.2 Fuel Only Fuel Only cards permitflhe purchase of fuel,like:gasollne;.dresel;or alternative fuels based on the coding in the magnetic strip on the:card. Non-fuel purchases are notpermitted when:non-fuel items are Identified at time of authorization. Wright Express accounts may be comprised:of all.fuel Only cards,all Custorn Control cards,or a mix of both Fuel Only and Custom Control cards. This enables fleet.wanagers 10 issue this appropriate card type based on a variety of purchasing needs. The restrictions of a Fuel Only curd only work it your driver pays inside the establishment. it does not prevent items such as car washes paid for at the pump. 2.10.7.3 Purchase Controls The Wright Express Purchase Controls product will allow the State.to.control.the amount and frequency of purchases on their fuel cards,at the card or account level. Defining Onfts:helps a fleet manager detect and prevent unauthorized transactions,potentially saving your fleet money by monitoring unauthoftW purchases. Fleet managers may select tools to assist.in estabtishing.limits for fuel and service expenditures. If a transaction is outside of the set limit,it is.logged and recorded at the point of sale.or,:in the case of hard controls,declined at the point of sale.Examples of urchase controls are listed th the table below: Per transaction-dollar limit of$30.00 $999;999.00 Card or account Dail number of-transaction limit of 2-to 9,999 transactions and contro Carder account Time of day su ect to server location's time zone Card or account, Day of week(sublect to server location's fine zone Card or account 210.7.4 Product Type Controls Product Type Controls are an additional set of authorization control functions that go beyond controls that are based on merchant or industry categories.They're designed to allow fleets to control what is being purchased using the fleet card by type— not just by merchanttype. Wright Express adds an extra edft by chedd ng the product codes sent from the merchant against the fleet's established card profile limits to determine if the purchase should be authorized.if the product types are allowed and the limits set have not been reached, the merchant completes the sale. The State would choose one or more of the following.product types as part of our card profiles: • Fuel • Oil&Fluids • (wick Lube • Parts&Service • General Merchandise • Roadside Assistance Then the State can apply purchase control limits on any of the above categories using the following parameters: • Dollars(including dollars/transactlon) • Transactions • Gallons Page 8 Wdh Purdme:Alerts,the_State receives.:an email hodficatton when a transacilm has occurred that Is outside of your dsea purchase policy. The Awsaetion to authorized,keeping your driver on the.road. Transactions that exceed set parameters A not be declined, but an eimWno8fieation will be sent..to fie.designated fleet contact, notifying them that a parameter has been exceeded. Bm. :.. :.:of roduet =bois:are;.. follows: #transa fvns'f :c ti`per ay ardor: ni Da�1y Transacilm In spec states 'Card or account Daily Trarrsactions within a speafied tmia range Card or aecount Daily Transaotionson certaln:days:of theweek Card of account Daily Morethah:Xj's.per-day Card or account Daily More than X$'s per:trar sactipn Card or account Daly More than X.gallons peril o -Cardor account Daily Allowable fuel type Card or account Daly 2.40.8 Fraud Prevention Vendor shall provide the:State additional fraud prevention resources:In tandem with the reporting tools through their Fraud Department Wright Express-has indhM business practices.designed_to help the State detect and reduce fraud and/or misuse of the Wright Fpress cad.Wright Express'Fraud Department perfbrrns three primrary functions in an effort to identify and mitigate fraud on.our.fleet customers' accounts: a . .' • Review?rahsaaion a . • Iden ten abusive,orfraudulentbehavior • N customerswhensuch.behavioroecars Vendor's Fraud Department makes every effort to detect unusual or excessive purchase activity using constantly evolving techniques and r rig. If such acti'vitYls detected wtanalyst,will contact the fleet manager to bring it to their attention,noting details such as: • Date and tine of Our ctrass • Merchant location • Product pupoased • Driver identification number used to conduct the sale • Dollar amount Vendor's Fraud Department has been instrumental in providing recommendations to prevent fraud from occurring, proactively identifying fraudulent situations,and.working closely with fleets,merchants and appropriate authorities,to minimize losses and prevent such situations from continuing or.recuMng. As an additional resource,Vendor's ton-free Customer Swim number is prominently displayed on the back of the card and in the charge card manual. Vendor's Cus>3omer Service Department Is available.24 hours a day,365 days a year to help drivers with any questions,and to help station attendants process Wright Express transactions. Page 9 3.PIC NQ 3.1 1AETHOD AND RATE OF COMPENSATION: Vendor shell I compensated by the:folbwN method: Pump:Prk a: Vendorstr�provide.a morrfhly.price adwsbnerrt of 1.05%off an monthly.retail transactions charged to each individual account_ The price adjustment is.provided to the,State as a..rebafe monthly-in arrears as a:lump:sum cxedit. The State and al�pY�o for retiate. Participating Entities.arc required to pay their invok eg in aaordamca with the terms of ibis Agreement_to quality 3.1.1 In:addition to the prtce a*stment tisbd above,the Vendor agrees to provide the following brand speafic price adjustments underthe:terms.and conditions listed in section 3.1.1.1: Fueling Loca t O Name f of:Logtfons at Vme of Price,Adjrmtment Offered cantr$ot'execution t1t>ck's Cof;vet ie[�s Stoles 10e total..58 in iienols S0.0 alb InS and dresel,fuel 64 1h.l!#irwls . $0:01 perg@Llo A gasoline:and diesel Gas Steele 2total 3.0In IYlnois $0.03 .r allon, ne.and.diese{fuel: Road 41'In®nois $0.02 r albn: asoiIne and$004 r on diesel fuel . $0,03per . ollne and dieselfW Kelley Williamson 35 In.Illinois $f01 ion c and diesel Murphy UM 261n 16nots fuel Knapp Oil 112 in:lA1nois $0.02 Dw gallon, ine and.diesel fuel vn:e,:lnc: Z In'Ipinois *$0:03 r gallon, asoline and these!fuel Safew 7 In lillhols $0.01 albs asoline and diesel fuel 3:11.1 Brand:Spee .1).fieeAdlustmentCont�ns Brand s 'per a trr>enls,are expressly condtoned on the.t bwing:.m use of the Wright Exprress Card et the location►,and,(if)rx�r,tipuatlon of the brand seer iC price asthiartt by 9re merchant The merchant may suspend,mo*or di and spec sconlinue 1116 brand Price adjustment at anY time,i�itlgtrt F cannot.gubran tea that tile:brand spedeixice ac�ushrrentvA.remain ate same e�ro ghoutth lie of the c�rtract to addifioi,,the brand prune adjustments are su*d iD.annual review by the memhant of Stab's and Participallng.ErnWs purchasing volume at the mercharnt's :location. Paymantof this pricing e4ushnentis outlined In section 3.5 below. 3.12 AddillonalChargm. The fbilowing table oulines.all additional dam. service Fee Account 8et-U Fee Waived Waived t Card Waved RWbcenrent Card Charge:(emergency 2 day express)WAY incurred if $21.50 each occxrrrence tredad byte Stab WEXOnl{ne Waived WEAMAccemUsage Waived Reproduction of a Vetricb Analysis Report (VAR) only incurred if $25.00 each occurrence reauesled:by-to State — Returned item F SFIACH) only Incurred at the occurrence of a $20.00 each ocanrtence relumed item General Rmarch Fee, Interred if ested.b the Stab 51500. bar Inlemalianai Tra on Fee 116 of the 6cbl trarnsaction amount 3.2 MAXIMUM:COMPENSATION:FORSUPPiJES AND SERVICES: ® Estimated Price This is a masrm conrrAct not applicable 3.3 RENEWAL COMPENSATION: If this contract Is renewed,the price shall be the same as for the inftial term unless a different compensation, or formula for determining the renewal compensation,is stated below. 3.4 EXPENSES: Unless otherwise agreed upon and stated herein,this Contract does not allow for reimbursement of any expense incurred by Vendor,including but not limited to telephone or other communications device,postage,copying,travel,transportation,lodging,food and per diem. Any approved travel expenses shall be reimbursed In accordance with the Travel Regulation Council and Govemor's Travel Board rules. 3.5 Discounts 3.5.1 Payment of Price Adjustments Conditions; m full within 26 The price adjustments set forth In this Contract(as listed In section 3.1)are expressly conditioned on:1)Vendor's receipt of payment' calendar days of the billing date appearing on the State's Invoice;and 2)a three-year contract between the parties(unless terminated via contractual clauses) Page 10 Calculation: Ver►dor shati eommerA*calculating'the:Price adjustment on the ftrstday o€3he first boring cycle after this vontreet:beaomes effective PA)Mt , 1 4) Me sIments for International transactions shall be.paid.at 50%of the-price adjustment percentage. Price adjustments shall be paid to eaO quatifying:.entlty monthly in arrears based on their own rnonthly.retati transactions. 'Monthly Retati Transaction Monthly Retail Transactions.am defined as the total amount of all purchases made using Cards at retail(not bulk or private site locations that .appear on Invoices provided to.you in a calendar month. Monthly retail tr4nsacdons stiatt not include: @ those amounts representing credits, disputed Itano fees,10few or charges posted to:your accounts(su h'as retumed checic fees,collection costs;administrative fees and reporting fees),or.Ql}:any amounts posted to.an accourht:with respect:to which a;Caret has:beenreportad lost-or stolen. Due to:bhg.cycle cutoff dates and monthly calendar varthnces.invohes-reoelyed:by the State In a given month may toMaln transacilonsfrom the previous.month and may not contain all transactions that occurred during the month in which the State was invoiced. 3.5.2 Initiai Pricing Adjustment The Vendor agrees to adjust the initial twenty thousand dollars($20,000)of purchases at 100%_to:the Department of Central Management Services. This Is a one=time pricing adjustment only offered at the beginning of the Contract 3.6 TAX: .Wright Express shall invoice the State net of all Federal excise taxes on.gasotine:and diesel, at the transaction level,regardless of merchant parfidollon once the-State has qualified as tax-exempt and.enrolled°Vendoei tax program. Wright Express shalt also provide the following tax exemption program for tax-exempt organizations. 3:61 State:Sales,County and Local Taxes at Participating Merchants Wright Express currently offers.eligible tax-exempt entities a comprehensive tax exemption and:reporting program for applicable motor fuel transactions based on merchant participation. The program supports thefollowing levels of tax,including: • State Primary_(Excise Tax) • State:Secondary(Sales Tax) • $late Spada[ County Primary(Excise Tax) • County Secondary(Sales Tax) • County Special • City Pdmary:(Exdse Tax) City Secondary.(Sales Tax) • City Special The State's tax-exempt reporting through WEXQrdine,WEXLink 300 and the paper VAR(Vehide Analysis Report)includes: Exempted Tax,at the transaction level • Reported Tax,at the transaction level • Summary of tax types by product for both exempted and reported transactions(available on the paper VAR only) 3.6.2 State Sales Tax and County Tax at Non-Participating Merchants For fueling transactions with those fuel marketers who do not participate in the Wright Express tax-exempt program,but for which the fleet is eligible to receive tax exemption,.Wright Express reports applicable taxes as 'showtax." 'Showtax' transactions dearly list any transactions and tax amounts that Wright Express does not exempt so the fleet can file for exemption directly. Many fleets use their WEXUnk data file to aid in the recovery of taxes that could not be excluded through the tax-exempt program. Your reporting shows: Exempted tax,by transaction • Reported tax,by transaction • Summary of tax types by product for both exempted and reported transactions 3.6.3 Tax Exemption for Non-Fuel Purchases For non-fuel transactions,merchants may provide transactional data to Wright Express net of tax on a fleet-by-fleet basis at their discretion. Your drivers must supply the merchant with proper documentation of their tax-exempt status at the point of sale. The merchant will then send the transaction to Wright Express net of tax for billing. 3.6.4 Qualification Any fleet participating in this contract will be required to complete a certification process affirming their qualification to receive the tax exemption based upon the rules and criteria set by the appropriate taxing jurlsdl lkxr. 3.6.5 Urnitations on Tax Reporting and Exemptions: Wright Express bases its tax reporting and tax exemption calculations based upon the Level III data that is received from the merchant If a transaction does not contain all of the required Level Ill data(such as a clearly defined product code of Page 11 gasoline or desert,the kanSaCtIM.may not.Process with the`exemptlon being.provided. If the State:has kept the receipt for the transaction and provides it directly to Vendor,Vendor would.be.able_to validate the transaction and Provided-.that all the required data is avail abe on th e receipt, provide a credit for the applicable taxes that qualify for_exemption. 37 INVOICING: Vendor shall Invoice mon*directly tD varkms Stats.agencim The'biti-to°�r each account will be established during the project implementation 3,8 PAYMENT TERMS AND.CONDITIONS: 3:111 By submitting an Invoice,Vendor cettities that-the suppiles or services provided meet all requirements of the Contract,and the amount billed and expenses incurred areas allowed In..-the Contract Invoices W—supplies purchased,services performed and expenses Incurred through June 30 of any year mustbe submitted to the State:no IaWthan July 31 of that yea,otherwise Vendor may have to seek payment through the iNnols Court of CWM(30 ILLS 105126). Al invcces are subject to statutory offset(30 ILCS 210). 3.8.2 Payments,Including late payment charges,011 b. s paid in accordance:w h the State'Pmmpt Payment Act'(30 ILLS 540)and rules (74 III.Adm.Code 900)when applicable. Payments delayed atthe:beginnhrg of the State's fiscal year(July and Augustpayments)because of the appropriation process shall not tbe considered a breach. 3.8.3 The State shall not be liable.to.pay for supplies provided or services tendered,including related expenses incurred prior to the execution of this Contract by the Parties and the beginning.of the term of this Contract 3.8.4 As a condition of receiving payment Vendor must pay.fts employees prevaliing.wages when required bylaw(e.g.,public works, printing,.janitorial,window washing,building)and grounds services,site techrdclan services, natural resource services, security guard and food services). Vendorls responsible:for.contactingthe:lllkids:DepL of:l.abor-(21748ZW06,htp•llwww+r+state ii usfaoencyCuloilindex.html to ensure understanding of.prevailing wage requirements(30.ILCS 50026a(b)). 3.8:5 As a condition of retxriving_payment Vendor must pay its suppliers and subcontractors according to the terms of their respective contracts. Venda s iall.provide lien waivers to the State upon.request Page 12 4. STANDjD TERMS AND GOl11TiONS 4A AVAILABILITY OF APPROPMATION:(3Q[.LCS 501 60): State shall.use b.best efforts to secure sufficient appropria6ons:to fund this Contract However,the State,at its sole option,may terminate or:susp ridfhls.contract,in whole.or In part,wlthout.penalty or further payment being required,Ida flrmois Gerw.W:Assambly or.#m:Wer l funcflrig source fafls lo make an appropriation sufficient to pay such obligation,or if finds needed are Insufficient for:any reason. 42 AUDMRETENTION Of RECORDS(30 ILLS 34012MS): Vendor and Its.subcontractors shall maintain books and records relating to the performance:of the Contract or sftontract and necessary to:support amount charged to the State under the Contract or subcontract Books and records,including Information stored in databases or.other computer systems,shall be maintained by the Vendor for period ofihreeyears from the later of the dab of final payment under the.Contraet.oucompietton of tha:CDntrack and:by the subcontractor for a period of three years from he:later of final payment under the.tenn or during the three yenrperfod thereafter. Books and records required to be maintained underthis:sectlonshall ba available for review oraudit by representatives.ofthe State,the.Aud florGeneral,the Executive Inspector General and other governmental er0m wkh monaoring authority,upon mmrrablen*a w d.duritrgrtorrnat bushm.hours..Vendor and its subcontractors shall cooperate fully►with any such audit and with any investigation conducted by any of these entitles. Failure.to::maintain books and records required by this section shall establish a presurnoon.In.favor of the State for the recovery of any funds paid by the State under the Contract for which adequate books and records are not available to support the purported disbursement The Vendor.shall not Impose a charge for audit or examination of the Vendor's books and records: If federal funds are used to pay c ontract::oosts,the Vendor must retain its records fire years. Vendor shall take reasonable steps to Insure that any subcontractor is,in compliance with:the requirements of this sectlon. 4.3 TIME IS:OF THE ESSENCE: Trine Wof:the:assence with:respect.to.Vendces performance of this Contract Except as specifically waived in w ding,failure by either Party to exercise:or enforce:a right shall not affect any subsequent abillfy to exercise or enforce a right. 4.4 FORCE MAJEURE: Failure by either. Party to perform Its duties and obligations will be excused by unforeseeable circumstances beyond,its reasonable odxrtrd and not due.tb:tts negTlgarce.ind tg acts:of rntur(k acts.of terrorism,riots, labor disputes,fire,flood, explosion, and governmental prohibition. The rion-declaring party-may cane)the Contract without penalty dperfonnance does not resume within.30 days of the declaration. 4.5 CONFIDENTIAL INFORMATION:. Each.Party, including its agents and subcontractors, to this Contract may have or gain access to confidential data or information owned or maintained by ft other Party:in the course of carrying out its responsibilities under this Contract The receiving Party shall presume all Informallm received or to which it gains access pursuant to this Contract is confidential unless.otherwise designated by the disclosing Party. No confidential.data collected, maintained, or used in the course of performance of the Contract shall be disseminated.except as authorized by law and with the written consent of the dlsdosing.Party,either during the period of the Contractor thereafter. The receiving Party must return any and all data collected,maintained,created or used in the course of the performance of the Contract,in whatever form it is maintained,promptly at the end of the Cont ad,or earlier at the request of the.disdosing Party,or notify the disclosing Party in writing of ft destruction. The foregoing obligations shall not apply to confidential data or:infamation 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 is independently developed by the receiving Party without the use or benefit of the disclosing Party's confidential Information. 4.6 USE AND OWNERSHIP: Notwithstanding other provisions contained herein, the State recognizes that this is a contract for fleet card services and that Vendor will be providing credit to the State as well as ancillary services related to the credit being provided. Therefore,Vendor shall retain all ownership In its systems and report formats. However,the State shall retain ownership rights In Its own transaction data from the purchases it makes.using.the Wright Express Card Program. All work performed or supplies created by Vendor under this Contract,whether written documents or data,goods or dellwabies of any kind,shall be deemed work-for-hire under copyright law and all intellectual property and other laws, and the State of IAinols is granted sole and exclusive ownership to all such work,unless otherwise agreed to herein. Vendor hereby assigns to the State all right,title,and Interest in and to.such work including any related Intellectual property rights,and/or waives any and 611 claims that Vendor may have to such work including any so-called"moral rights"In connection with the work. Confidential data or information contained In such work shall be subject to Section 4.5 herein. 4.7 INDEMNIFICATION AND LIABILITY: The Vendor agrees to 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, including In-house and contracted attorneys'fees and expenses,arising out of(a)any breach or violation by Vendor of any of its representations, warranties,covenants or agreements set forth herein,(b)any actual or alleged death or Injury to any person,damage to any property or any other damage or loss by whomsoever suffered,claimed to result in whole or in part from Vendor's negligent performance hereunder,(c)any act,activity or omission of Vendor or any of its employees,representatives,subcontractors or agents. Neither party shall be liable for Incidental,dial,consequential or punitive damages. 4.8 INSURANCE: Vendor shall,at all times during the term and any renewals,maintain and provide a Certificate of Insurance naming the State as additional insured for all required bonds and Insurance. Certificates may not be modified or canceled until at least 30 days notice has been provided to the State. Vendor shall provide:(a)General Commercial Liability-occurrence form in 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 amount required by law. Insurance shall not limit Vendor's obligation to indemnify,defend,or settle any claims. Page 13 4.9 INDEPENDENT CONTRACTOR: Vendor shall, In the performance of this Contact,be an Independent contractor and not an agent or employee of,or joint ve*w* with the:State.All.payme.nts by the State shall be made on that basis. 4.10 ASSIGNMENT!AND SUBCONTRACTING: This.Contractmay not be.assigned,transferred or subcontracted in whole or In part.by the Vendor whhout:the prior writt rk Consent.of the State:Vendorshd describe,as a supplemental provish�r►to:this Contract,the names allot.addresses ofall'auttwh ed subcontractors utitt W byVebdorin the performance of this Conf eck togetw with a description.of the:workfo be perfotnd by the subcontractor-and h :anUcipaetamoard of moneythat eadt subcontractor-Is expelled to receive pursuant to this Contrail For purposes of . section;.subcontractors are:fhose specficaBy p pa Cortbact. titred th' etform all or part of the work onto provide-the supplies:covered by the 4.11. SOLICITATiON ANDEMPt OYMENT: Vendor shall not employ any person employed.by the State during.the term of this Contract to perform any work under thls;Contrad Vendor shat give notice.immediately th the Agency's director If Vendor solicits or Inters to solidt Std employees ID perform any work undertiis Contrail 4.12. 'COMPLIANCE.WH THE LAW: The Vendor,its empkyees,agents,and subcontractors shall-comply with all applIc". .fe00A state,and local laws,rules,ordinances, MoulatIons, orders,federal circulars and all license and permit requirements in the performance of this Contrail Vendor shat be:in:eompIienee vilkapplic aWlax requirements and shall be current in payment of such taxes. .4.13 BACKGROUND CHECK: Whenever the State deems It reasonably necessary for security reasons,the State may conduct,at its expense, criminal and driver:history background c heeciccs of Vendor's offers,employees or agents. Vendor shall reassign immediately any such individual who does not-pass thebadcgrcuund'checta 4.14 APPLICABLE LAwc This Contract shat be construed in accordance With and is subject to the laws and rules of the State of Illinois. The Depart went of Human:Rlghte Equal Oppothmilyrequirements(44 a Adm.Coda 750)are haxporeted:by rebar>oe. Any claim egainst#m$tate arising:out oflhis Contract must be filed exclusively*ith the Illinois.Court of Claims(705 ILCS 50511). The State shat not enter into binding arbitration to resolve any Contract dispute: The Stale of Illinois..does'not waive sovereign immunity by entering Into this Contrail The'oficict text of died stA t Is incorporated byrefeter ::(An uno0icial version can be viewed at httb IAY—m ika uovdoWatYan/�iCS.asn. In compliance with:he Illinois aril federal Const ,the llrrois Human:Ri"Act,the U.S.Civil Rights Act,and Section 504 of the federal Rehabilitation Act and other applicable laws and rules the State does not unlawfully discriminate in employment,contracts;or any other activity. 4.95 ANTi TRUST ASSIGNMENT. If Vaitdor does not pursue any claim and cause of action it has arising under federal or state antitrust laws relating to the subject mutter of the Contract,then upon request Vendor shall assign th the stab all*fit,title and interest In and to the claim or cause Of action. 4.16 AUTHORIZATION: Each Party to this Contract represents and warrants to the other that (a)it has the right,power and authority to enter into and perform its obligations:under this Contract and(b)It has taken all requisite action(corporate,statutory orotherwise)to approve:execution, delivery and performance of this Contract,and(c)this Contract constitutes a legal,valid and binding obligation upon itself in accordance with its terms. 4.17 CONTRACTUAL AUTHORITY: The Agency that signs for the State of Illinois shall be the only State entity responsible for performance and payment under the Contrail When the Deparbnent of Central Management Services(CMS).signs In addition to an Agency, CMS does so as approving officer and shall have no liability to Vendor. When CMS signs a Master Contract on behalf of State agencies,only the Agency that places an order with the Vendor shall have any liability to Vendor. 4.18 NOTICES: Notices and other communications provided for herein shall be given in writing by registered or certified mail,return receipt requested,by receipted hand delivery,by courier(UPS,Federal Express or other similar and reliable carrier),by e-mail,or by fax showing the date and time of successful receipt Notices shall be sent to the individuals who signed the Contract using the contact information folio the signatures. Each such notice shat be deemed to have been provided at the time it is actually received.By giving notice,either Party may change the contact information. Page 114 S. CEIMFICATIONS:AND CONFLICTS Venda-outilles it Is under no legal prohthition on contraclurg with the State of IAbtois,.has no known conflicts of Interest and further specifically certifies that 5:1 Vendor, Its employees and subcontractors will comply with ap*bte provisos of the U.S. Chri Rlghts Act, Section 504 of the Federal Rehabiitalon Ad,the-Anaican9 wIth DlsabIHes Act(42-U.S.C.§12101 et seq.)and-applicaWe rules in perb%anca under this . 5.2 Vendor is nofin defaulton an educational low(5 tI:CS 38513) 5:3 Venda(if an irndvldual,sole proprietor,or partner)has tnfomed the dEac tor.of the Agency in writing If tneJshe was ionherlyemployed by that agency =and has reoeiVed:an early iedrement tncenthre prior io 1993 under Section 14-108:3 or 16-133:3 of theiinois Pension Code,40 i.CS 5c14-10a.3aW 40 ILLS 5116-1.334 and ack vwledges that contracts made without the appropriate fling with the Audkor General are not payable from the'contractual =vtces''o`other apprapi 46n'line items. Vendor has not received an early retirement incentive on;or after.2002 under Section 14=10113 or16433 3 of the llincis Pension Code,401CS 5114-108.3 and 40 MS&116-1133.3,and ea imAedges tilt contact In*Mm of Section 15a of the State Finance Act are not payd*.from Ihe'conteclual services!or other appropriation Me Items(30 ILCS 105115a). 5.4 Vendor certifies.(I that it will offer to assume the collective bargaining obligations of the prior employer,.Including any existing collective bargaining: greementwith the bargaining representative of any wdsting eve bargaining unit or units performing:substantielly.similarwcrkto the mvk=::covered.;by the.eontract subject to its bid or offer,and(fi}that lt shall offer employmentto all employees currently employed in any existing bargaining writ performing substantially similar work that will be performed under this oontrad(30 ILLS.50D125a). 5.5 Vendor-hoomotbeen whvlded of Ming or allempling to bnbe:an otioer oremployee of:the'State of IlGnols orany other State,nor has Vendor made an-Wndsslon of guill of such:conduct that is a matter of record(30 tLCS 500150-5). 5.6 tf Vendor has been convicted of a felony,at least five years have.passed afterthe date of oompieft of the sentence for such'fiskx+y,unless no peon held responsible by a proseadoes oft for the fads upon which the conviction was based continues to have any involvement with the business(30 RCS 500150'(0): 5.7 if Vendor,or any officer,director,partner,or other managerial agent of Vendor,has been:convicted of a felony under the S es-Orley Act of 2002,or a'Class 3 or Class;2 fekxry under the Illinois Securities Law of 1953,at least five years have passed since the date of the conviction.Vendor firtherce that is not barred from being awarded a contract and acknowledges that the State shall declare the Contrad void if this certification is false(301CS 500150-10:5). 5.8 Vendor and-bat hides are not delinquent in the payment of any debt to the State(or If deCmquenthas entered into a deferred payment plan to pay the debt), and Venda and Its affiliates acknowledge the State may declare the Contract void.V this ca fifccation is false(30 ILCS 500150-11)or N Vendor oranafiifate bier becomes delinquent and has not entered into a deferred payment plan to pay off the debt(30 ILCS 500/5060). 5.9 Venda and all affciates shall collect and remit Illinois Use Tax on all sales of tangible personal property into the State of Illinois in accordance with provisions of the Illinois Use Tax Act(30 ILCS 500150-12)and ackowledges that faiNre to complycan result In tine Contract tieing declared void. SAO Venda certifies that it has not committed a_wilful or knowing violation.of the Environmental Protection Act(relating to Civil Penalties under the Environmental Protection Act)within the last five years,and is therefore not barred from being awarded a contract If.the State later determines that this certification was falsely made by the Vendor,the Venda acknowledges that the State may declare the Contract void(30 ILCS 500150-14). 5.11 Vendor has rat paid any money or valuable thing to Induce any person to retrain from bidding on a State contract,nor has Vendor accepted any money or other valuable thing,or acted upon the:fromise of same,for not bidding on a State contract(30 JLCS 500!50-25). 5.12 Vendor is not in violation of the'Revolving Door'section of the 1111nois Procurement Code(30 ILLS 500150-30). 5.13 Venda will report to the Illinois Attorney General and the Chief Procurement Officer any suspected collusion or other anti-competitive practice among any bidders,offerors,contractors,proposers or employees of the State(30 ILLS 500/50-40,50-45,50-50). 5.14 In accordance the Steel Products Procurement Act,steel products used or supplied in the performance of a contract for public works shall be manufactured or produced in the United States,unless the executive head of the procuring agency grants an exception(30 ILCS 565). 5.15 Vendor will,pursuant to the Drug Free Workplace Act,provide a drug fry workplace and Vendor and its employees shall not engage in the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance during the performance of the Contract. This certification apples to contracts of$5000 or more with individuals;and to entities with 25 or more employees(30 ILCS 580). 5.16 Neither Vendor nor any substantially owned affiliate Is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the U.S. Department of Commerce. This certification applies to contracts that exceed$10,000(30 ILCS 582). ' Page 16 5:17 Vendor.has not been convicted of the offense of bid°rigging or bld rotating orany similar offense of any stale or of the United States(720 ILCS 5133 E:3,E4). 5.18 Vendor complies with the Illinois Department of Human Rghts Act and mites,applicable to public contracts, including equal employment opportunity,.retralning from unlawfuldlscxlminallon,and having;wrftten.sexual harassment polides.(775 ILCS512-105). 5.19 Vendor does not pay dues to,or reimburse or subd*e.payments by its.ernployees for any dues or fees to any*discriminatory club'(775 ILCS 2512). 520 Vendor complies with the State:Prohibition of Goods from f=orced:aorin wtn any :that ned labor,foreign-made indentured labor 8t penal supplies furnished to the State.underthe Contract have been will be prod sanction(30 ILLS 583). 521 Vendor.cerfifies that no foreign-made equipment,materials;or supplies furnished to the State under the Contract have been produced in whole or In part by-the labor or any child under the age of 12(30 ILCS 584): 5;22 Vendor certi lm that it is not in vrolation of Semi011.50-14.5 of the Illinois:Procurement Code.(30 ILCS 500150-14.5)that states:"Owners of residential buildings who have committed a willful or knowing violation of the:Lead Poisoning Prevention Act(410 ILCS 45)are prohibited from doing business with the State until the violation is mitigated". 5.23 Vendor warrants and certifies that it:and,to.1he best of Its knowledge,its subcontractors have and<wlll comply w&Executive Order No.1 (2.007). The Order generally:prohibits Vendors and subcontractor&from hiring the;then�ving Governor's.family members to lobby procurement activii. of the Slate,or ally:omit unit of:govemment In.litinots indudng local govemments If that procurement may result in a contract valued at over$25;000, This prohibftlon:also applies,to hiring for that same,purpose any former Stale employee who:had,procurement authority at any the during the one-year period preceding the.procurement lobbying:activity: 5.24 in accordance with Public Act D95-0307, all information:technology, including electronic information, software, systems and equipment, .developed or provided under this contract must comply with the applicable requirements of the Illinois Information Technology Accessibility Act Standards as published at www dhs state i usfidaa 525 Vendor has discioced.if required,on forms provided by the State,and agrees:.tt Is under a continuing obligation to disclose to the State, financial or other interests(public or private,direct or inclined)that may be a potential oonffictof interest or which would pohinit Vendor from having or contiuung the Contrad. This induces,but is riot limited to eonfBcis under the 9nirasVuctcae Task Force Fee Prol coition"section of the State Finance Act(30 ILCS 10518.40),Mole 50 of the Illinois Procurement Code(30 ILCS.5.00150),or(hose which may.conflict In any manner with the Vendor's obligation under this Contract Vendor shall not employ any person with a conflict to perform under this.Contract If:any elected or appointed State officer or employee,or the spouse or minor chid of same has any ownership or financial interest In the Vendor or the Contract, Vendor certifies it has disclosed that information to the State If required,on forms provided by the State,and any waiver of the conflict has been issued in accordance with applicable law and rule. A waiver Is required it a) the person intending to contract with the State,their spouse or child: (Q holds an elective office in Illinois;(ii holds a seat in the an appointed Illinois General Assembly;(Iii)Is an officer or employee of the Capital Development Hoard or the Illinois Toll Highway such of th ex of position or is employed In any of the oftes or agencies of the State gmnment and who receives compensation for does not �elective office(currently holders,legii$106,447.20). tators,and officers employees of Capital Development�Boa dyr�set Illinois TToll HHiighway apply Authority.); b) the contract Is with a firm,paitrnership,association or corpdralion In which a person referenced in a)above receives more than 7.5%of the total distributable income or an amount in excess of the salary of the Governor(currently c) the contract is with a tvm,partnership,association or eorporationln.wthich a person referenced In b)above,together with their spouse or minor chid,receives more than 15%In the aggregate of the total distributable income or an amount in excess of 2 times the salary of the Governor(currently$354,824.00)from the firm,partrnership,association or corporation. 5.26 Vendor,as defined in Public Act 95-971 and Executive Order 3(2008),certifies that It has read,understands, and is in compliance with the Act and Order and will not make or solicit a contribution that will violate the Act or Order. in general,Pubic Act 95-0971 contains new registration and reporting requirements for certain Vendors, as well as limitations on political contributions by certain Vendors and their afiliates. These requirements shall be effective for the duration of the.term of office of the Incumbent Governor or for a period of 2 years after the end of the contract term,whichever is longer.Executive Order 3(2008)establishes additional restrictions on political contributions and solicitations by certain Vendors and their affiliates. a) Vendor further certifies,in accordance with Executive Order 3(2008),that Vendor will not perform any prohibited act listed In Executive Order 3(2008}(Ilt)(8),and acknowledges a continuing duty to report to the appropriate State Agency any contributions made by Vendor,or its affiliated entities and persons,during the term of the Contract and for a period of two years after the end of the contract term. Page 16 b). Vendor further cerfnies,.in accordance with PWlo.Act 9rr971,:as app�cable: ❑ Vendor is not required to register as.a business entity with the State Board of Elections. or ❑ Vendor has registered as a business$taffy with the State Hoard of Ejections and acknowledges a continuing duty to update the registration as rewired by the Act. A copy of the certiticate'of registration is attached. Vendor acknowledges that the Stale may declare this Contract void witliout any additional cornpensatlon due to the Vendor if this foregoing cerblicallon is false.or if the Vendor(or any of Us Affiliated.Persons or Bntlties).engages In conduct that violates Pubk Act 95=0971 or Executive D'der 3(2008). Page 17 6. SUP Pl.Et UffAL?ROVI$IONA 6.1 ENTIRE CONTRACT: This.Contract,consisting of be:slgnature page,sections one through six,and any attachments marked(X)WOW. constitutes the.en&d Contract between the Partes concerning the subject matter of the Contract,and supersedes all prior:proposals,contracts and understandings b'etween the Paitles conceri t9 the subtect:matter of the Contrail Amendments,mod�catbns anvil waivers:must be in writing and signed by auihortzed repieseritallM of:the Parties: This Conkd am be signed in.multiple counterparts. Any provision of`his Contract ofclally declared void,_unenbum la,.or_against P p?�Y:; . stu311.be' arxl the rmnainaty provisions shad tre.inteipreted,as farts possthle,fo:gtve etTecttr►:9►e Parties'Mint AAprovi bM thaf I that not ewould:be expected fo siaVive,shall surer terminatieon.In the event of a conflict between the State's and the Vendor`s terms,aaxB Wand attachments,the State's terms,conditions and:attactunents shall prevail. Definitions Public Works Requirements($20 ILCS 130/4) Prevailing Wage:(.011brial cleaning,window leaning.building and.grounds,.site technician, natural resources,food services,and security services,if valued:at more than$208 per month or$2000 per year(30 500/2HO) Prevailing Wage(ali:printing contracts).(30 ILCS 500125-60) Prohlbiflonon CohVngent Fees.(certatn federally funded contracts) BEp.Subcontracting.Requirements_(Uhlization Plan and Letter of Intent) State Supplemental Terms and;Condidons Vendor Supplemental Tam and Conditions Pdor Venclot Collecbe Bargaining Contractor This applies li"ft prior V&*rs:ertiplo)aes who perbmn the servides rmderlhe prior conbad are covered by a. bwgd9.cmbwt in accordance wM:lrlbnois taw(301LCS 50Q",in order to be considered a responsible Wer and ehgbb ku awarrl)Otmust:(a)otkrto assume.9re_coddle:barge& ng a gatbns of Una prior empbyer,r►cludb►9 any existang ►9 represantake of any eAft cokdW bargaining mg or unb performing m bste W*ss*x work to the services covered by the corftet suWto&oft and(b)o&erq*yrnertto at empb)ees am*eq*yed In any exbft bargaft gatperbmft abdanff*sw1ar work dW wM be perlformed umbrth1s cxnbad You ara cerlilybgYou*2 c*vAh#ds law. Information Technology Requirements As required by'111nols PuMb Act 095-0307, aN lnforrnation technology, including electronic lrrforrrrafbn, software, systems, and equipment, developed or proWded.muter this contract must comply with the applkable requirements of the lluinft Information Technology Accesshb ty Act Standards as posted at hb.11Wnvw dhs.state.il.=Waa. X. Addifional Terms and Conditions for the State of Illinois Statewide Fuel Card Services Program X WEXOnIhe Terns of Use X Participation Addendum tilled`Addendum to the Fuel Card Services Agreement Between Wright Express Financial.Services. Corporation.('WE USCI and the State of Illinois(the"State)' Page 18 AMtional Terms and Condmons.: for the Srtate:of biiuois Statewide Fuel Card Services_Program 1. WNI TIONS: "Account(s)" means your credit account(s) maintained with Respondent. An Account may be evidencedby a.plastic card or'an account number. "Business Day"means any day other than a Saturday,Sunday or other day on which Federal banking institutions are generally authorized or required by law or executive order to close. "Card"means a charge.card.or an account number issued.by Respondent pursuant to.this Agreement which is used to access an Account. "Controls"are a set of authorization.tools designed to assist you with managing purchases. "DW means.-the driver identification number. 1`11nanelal Information"paeans your financial statements inchrding,.at a minimum,an income statement forthe applicable fiscal year and a balance sheet. "Fleet Contact Person"means the person you select who is authorized.to_provide us with the information necessary to establish and/or manage your Account(s)and Cards. "We","us"and"our"refers to Wright Express Financial Services Corporation(WEX FSC). "You"and"your"refers to the State of Minois whose Account is created under this Agreement. 2. ESTABLISMIN T OF ACCOUNT: WEX FSC, at its sole discretion, may extend credit, establish Accounts and issue Cards under this Agreement. We may modify, suspend or .terminate individual agency Accounts after a 90 day notice has been received by the State. You agree that this Account will only be used for the purchase of products and services for business purposes and not for personal,family or household.purposes. Purchases of-lottery tickets or other .games of chance,gift cards,pro j aid cards or other cash equivalent.charges are prohibited. You shall adopt internal policies and controls to ensure that the Accounts are used strictly for business or commercial purposes.You agree to pay for all charges on your Account.according to the.terms of this Agreement and all additional charges provided in our Response to Request for Proposal published 3/19/2009, and subject to the provisions of the State of Illinois, contract number CMS0375720 for Statewide Fuel Card Services. 3.CREDIT LINE AND CAPACITY: You agree that: a)we may establish a credit line(limit) for your convenience; b) your Account balance will not exceed your credit line; c) we may suspend individual agency Accounts after a 90 day notice has been received by the State if your Account balance exceeds your credit line; d) we may investigate your business and/or your personal credit capacity and credit history; e) we may increase your credit line without notice based on our evaluation of your creditworthiness and other factors;and f) we may decrease your credit limit after a 90 day notice has been received by the State based on your evaluation of your creditworthiness and other factors. You will be advised of your credit line if your Account is approved. We are authorized to provide infomuation about: i)you and your Account to credit reporting agencies, affiliates, lenders, banking examiners, auditors, entities who finance our business and others. who may lawfully receive the information; and ii), your transactions to accepting merchants or their service:providers so they :can offer you discounts or other promotional campaigns. 4.BILLING AND PAYMENTS: By subniitting:an invoice,WEX FSC certifies.that the supplies or services provided meet ail rcquimmeuts of the Contract;and the..amount billed and expenses incurred are as allowed in the Contract. Invoices for supplies purchased,services performed and expenses incurred through June.30 of any.y6er:must be submitted to the State`no later than July 31 of that year;otherwise Vendar may liave to_seek payweut through the lllinois Court of Claims (30TXS 105/25). All invoices:are subject to statutory.offset.(30TLCS 210). 5. LATE FEES: Late payment fees, will be paid in accordance with the State "Prompt Payment Act" (30 IMS 540) and rules (74 III. Adm. Code 900) when applicable. Payments delayed at the beginning of the S.tate's fiscal year(July and August payments) because of the appropriation process shall not be considered a breach. 6. APPLICATION OF PAYMENTS: Payments will be applied to invoices upon receipt of payment. Late fees.oiitlined in.sect ion 5 shall be paid subject:to the Prompt Payment Act(30 ILCS 540)and rules.(74 M.Adm.Code 900)-if applicable: Interest payments.pursuant to the Prompt Payment Act will be made separately. 7 AMENDMENTS: This Agreement may be amended or modified only through a subsequent written Amendment signed by both parties. / 8. PREPAYMENT: You may pay your Account balance,or a portion of it,at any time without [ penalty. 9. DEFAULT: If you: a)default on this Agreement or any other lending agreement between you and us by not paying any payment when due;b)exceed your credit line;or c)breach any other term of this Agreement or any other lending agreement between you and us,then we may. i)suspend or terminate your Account(s)and/or Cards after 90 days from the date a notice of suspension or termination is received by the State;ii)demand immediate payment of the entire Account balance;and iu)start.a lawsuit for collection of the Account balance,subject to any notice of default and right to cure required by applicable law. To the extent not prohibited by applicable law,you agree to pay all collection costs,including reasonable attorneys'fees. 10.CARDS AND ACCOUNTS: You request Cards from us for use according to this Agreement by:individuals,or in connection with specific vehicles,to be identified to us. All Cards will be valid through the expiration date listed on the Card unless the Card has been suspended or terminated. We may issue renewal Cards prior to their expiration date. You agree that you will destroy expired Cards or Cards for which a replacement Card has been issued. All renewal Cards or any additional Cards you.request will be subject to the terms of this Agreement as in effect at the time of that renewal or issuance. You may ask us to: a)issue additional Cards or replacement Cards;b)suspend or terminate Cards;or c)change the authorized use or user(s)of Cards. We may,in our sole discretion, suspend or terminate any Account or Card or refuse to authorize any charge,at any time. Unless you report any errors in your Account information or Cards within three(3)business days of your receipt thereof,we are entitled to rely on that information for processing your Account. You agree that this Agreement controls all charges made on your Account by you or any person 'who uses a Card oryour Account. It is your responsibility to notify us of your revocation.of.any person or user's authority to°use or access your Account,.Cants,or DINs. You will remain liable to us k.i:any charges.until such time as we receive notice. You agree that use of a Card and the applicable DIN will constitute authorized usefor all_purposes.. We have no obligation or responsibility to yownthe event that any merchant,entity or person refuses to honor a Card. If you choose to leave a.Card at a merchant for use by your drivers,then you are responsible for.any unauthorized.use ofthat Card and'agree.to pay for all charges made with that Card. You agree to keep DINs confidential:and to ensure that your employees do not disclose any DIN. If any of Your employees.discloses aDIN or writes.a DIN on a Card,then you arc liable for any fraudulent uselhat may result even:if the:disclosure is.inadvertent or unintentional. You will promptly notify.as of the loss,theft,or unauthorized use of any Card or Account by telephoning us at 500-492.0669 or through our online system.You agree to provide written confirmation Of any notice if requested by us. Subject to any limitations:imposed by law,you will be liable to us for all unauthorized use of a Card that occurs before your notification of unauthorized use but you will not be liable for any unauthorized use that occurs after notification. 11. FLEET INFORMATION:AMID CHARGE CARDS: The Fleet Contact Person, or another person or persons designated bythe Fleet Contact Person,is authorized by you to: a)provide us with the information necessary to establish and maintain your Account, Cards, and DINS; b) provide all fleet vehicle,..driver and other.information that.we may request; c)receive all Cards and reports; d) receive other Account information we may provide; and e) select additional products and/or services that we offer. You will provide us with advance written notice of any change in or removal of any Fleet Contact Person. You will remain liable to us for any unauthorized use until you notify us..of.any change in or removal of any Fleet Contact Person. We are also authorized to deal with any contact person with apparent authority to act on your behalf. 12.MANAGFMVkTr REPORTS AND DISCLAIMER. As part of our product and services,we provide certain purchase reports, vehicle analysis reports and other management reports and information,in either paper or electronic format. These reports may include information relating to youruse of Cards based upon charges and information reported to us. You are responsible for reviewing these reports for accuracy.and completeness. These reports will accurately reflect information provided to us:by third.parties. We cannot guarantee the accuracy or completeness of those reports to the extent that_the third party information received by us and contained in the reports is inaccurate:or ineomplet, YM FSC will report information as it is provided by our acee tins merchants. If you believe that a transaction o card sale on our p y_invoice is incorrect. then you may follow the dispute process provided by WEX FSC to investigate the transaction. 13. FEES, CHARGES AND ACCEPTANCE OF TERMS: We will assess fees and charges in the amounts listed on the attached Fee Schedule. Your use of your Account indicates your agreement to pay the fees and charges and your acceptance of all of the terms and conditions of this Agreement(which includes the Fee Schedule). 14.BULK,MOBILE,UNATTENDED,AND PRIVATE OR ONSITE FUELING: If you choose to use your Cards for bulk,mobile, unattended and private or onsite fueling purchases,we will provide you with enrollment forms and you will be responsible for any charges for those services. You also authorize us to report Account information to the fuel providers that you select. You aclmowledge and agree that we will not be responsible for any claims, losses or liabilities that you may Buffer as.a result:of,or related to,the misuse of your Account information by your fuel providem:or their agents.. 15.SITE SELECTION PROGRAM: The Site Selection Program enables you to provide us with a list of:specific loeatons:where you wish to restrict purchases based on certain specified criteria. pro you ap ' to enrollment If you choose to use the.Site Selectioa Progt�atn,we w�71 vide with Pm,P�a forms. We reserve.tbe right to not establish site-se lection criteria for stain sites forms. tte' identified by us.as being-inerigible for the Site Selection Program: We cannot guarantee that the Site Selection Program will work at independentlyowned fuel merchants enrolled to: WEX FSC issued or.-serviced charge Cards. The Site Selection program applies only to transactions that are received:for authorization by us electronically.You are responsible for payment in:full of all charges made:at a location that you selected to be an"excluded location"which are made with a valid Card and that are processed by us. 16. DYED FUEL:PRfJDUCTS. You may purchase dyed special fuel using your Cards. You aclmowlecigg that all dyed'special,fuel purchases will be used exclusively'for off road.purposes and wcordiug to dl applicable laws goveming its use. You maybe subject to fines or other legal action by.goveinmental authorities for misuse.or mishandling of dyed special fuel. We will not be liable in any way for any misuse or mishandling by you of any dyed special fuel. Upon request from applicable governmental authorities, we may provide information regarding your dyed special fuel purchases to them without flu then authorization from you. 17.ONLM.PROD-UCT'S: Certain products and services offered to you by us may be accessed by you through:the bnternet. In order to access our online system your users must agree to our Terms of Use,the current version of which is attached hereto.as Addendum I for your reference. Although we are.using both passwords and data base security methods for our online products, security cannot be guaranteed We disclaim all liability for any security breaches of online communications or for:any electronic,computer or other system failures. We are not liable to any person for loss,_liability.or damages, including consequential or special damages,arising out of any security breaches or system failures or any other defect of the electronic online communication procedures,including loss due to data modification or destruction. 18.nq nffMTTONAL USE OF CARDS: Cards issued to you for use by your United States based operations may be used in other countries. By use of Cards in any country other than the United States you agree that you will:a)be billed in US Dollars;b)receive reporting from us in English,c)accept the currency conversion fee as reflected in our Fee Schedule;and d)not distribute Cards to employees based in countries other than the United States. 19.CONTROLS: You may request that Controls be applied to your Account. The availability and effectiveness of Controls is dependent upon each merchant's adoption of card specifications and the information,mchuiing product codes,transmitted to us by them. The product codes are assigned by each merchant,and as such,we have no responsibility for inappropriate product code assignment. You understand and acknowledge that only transactions submitted to us for authorization are subject to Controls and that those Controls can only be enforced when the merchant provides sufficient information as part of the authorization. In addition,some Controls do not work at island card readers. We reserve the right to modify Controls when those Controls,in our opinion, are set at a level such that they are ineffective or not in accordance with the goals of the Controls program. Default values will be assigned by us unless you make your own elections)through our online produc L Additional important information related to Controls is also available online. We shall , not be responsible-for the prudence of any particular Control level you select. The existence and/or use of Controls does not affect your liability for unauthorized use of Cards. You remain liable for transactions made using unreported lost or stolen Cards and/or:Card numbers or DINs. You.also agree that you will review fraud control data provided by us, such as vehicle analysis reports,for the purpose of detecting fraud that occurs within Control parameters. 20. REPRESENTATION,WARRANT IESAAND.A.CKNOWLEDGMENTS- You represent and warrant:to us that this Agreement is valid, binding and enforceable against you in accordance with its terms and, if you are a corporation or other entity,that this Agreement has been duly authorized by necessary action of your governing body. You agree to provide any evidence of corporate(or.other organizational)existence and authorization that we may reasonably request. Aspart of our commitment to customer service,our managers periodically will monitor telephone communications between our employees and our customers to ensure that our high quality service standards.are maintained; By accepting this Agreement,you hereby consent to such monitoring and recording of telephone communications. You also agree to notify your employees who may be in telephone contact with our representatives that periodic.monitoring of conversations will occur. 21. WARRANTY DISCLAIMERS AMID LIMITATIONS ON DAMAGES. EXCEPT AS OTHERWISE REQUIRED UNDER LAW,WE MAKE NO WARRANTY WITH RESPECT TO GOODS,.PRODUCTS OR SERVICES PURCHASED ON CREDIT THROUGH US. WE ` FURTHER DISCLAIM ALL WARRANTIES WITH RESPECT TO GOODS, PRODUCTS AND SERVICES PURCHASED WITH A CARD, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY: YOU ACKNOWLEDGE AND AGREE,THAT WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS, -LIABILITY OR DAMAGES YOU SUFFER WHICH RESULT FROM, ARE RELATED TO,OR IN ANY WAY ARE CONNECTED WITH ANY FRAUD CONTROL OR PURCHASE RESTRICTION MEASURES WE ELECT TO IMPLEMENT FROM TIME TO TIME, UNLESS SUCH LOSS, LIABILITY OR DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN IMPLEMENTING FRAUD CONTROL OR PURCHASE RESTRICTION MBASURES WE HAVE EXPRESSLY AGREED IN WRITING TO UNDERTAKE FOR YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF ANY TRANSACTION, PRODUCT, GOOD OR SERVICE GOVERNED BY OR ANY CLAIM RELATING TO, THIS AGREEMENT. THIS LIMITATION OF DAMAGES, INCLUDES, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM OR RELATED TO THE USE OR MISUSE OF ANY CARD OR YOUR ACCOUNT. FURTHERMORE, OUR LIABILITY FOR ANY ACTUAL DAMAGES OR AMOUNTS DUE AS A RESULT OF NOT MEETING ANY EXPRESS OR IMPLIED WARRANTIES MADE BY US TO YOU IS LD41TED TO THE CARD FEES PAID BY YOU DURING THE YEAR PRIOR TO YOUR REQUEST FOR CANCELLATION OR REFUND DUE TO OUR NOT MEETING SUCH GUARANTEES. 22.ASSIGNMENT: Subject to our credit approval,you may assign or otherwise transfer your interest in this Agreement. You will provide us with at Ieast thirty(30) days advance written notice of any proposed assignment. No assignment shall be effective unless and until: (a) we have determined,in:our sole discred that your assignee..is creditworthy; and.(b)the assignee assumes your obligations under this Agreement in writing. Dd=111 nations of any proposed assignee'g creditworthiness will be made in.good Pdith and accordance with.our credit policies. Any attempt to assign this Agreement in violation of this provision will be null and void. 23. PARTIES TO THE AGREEMENT: This:is an agreement between.you and us and no other entity shall be :deemed a party to this Agreement or third-party beneficiary of it, except as provided in Section 23. 24. REQUIREMENTS OF A. WR .0: You,agree that any electronic image of signed originals of your Agreement,your Account Application and product enrollment forms is binding as an original. You further agree that additions,updates,and deletions of vehicles,drivers, and Fleet Contact Persons placed by telephone.or.electronically,.and accepted by us, are binding on You- 25. PARTICIPATING ENTITIES We and you shall have the right to share all or any part of this Agreement, and all associated documents and amendments,with:any.Participating Entity. Should any Participating Entity open an account with us,the terms of this Agreement shall control. Notwithstanding anything in this Agreement to the contrary,it is understood that the obligations of the State and each Participating Entity hereunder shall be exclusively the obligations of the transacting entity and that the neither the.State nor any other Participating Entity will have liability whatsoever in connection therewith.It is further agreed that each Participating Entity is severally and not jointly liable to us and neither the State nor any other Participating Entity shall have financial or other responsibility or liability for any goods or services that were not furnished for.such entity's site or operations. No Participating Entity shall be eligible to participate in the program without being granted credit by us. Credit applications submitted by each Participating Entity will be adjudicated in accordance with our credit policies and we shall have sole and complete discretion over which Participating Entities are granted or denied credit. Each Participating Entity desiring to participate under this Agreement will be required to complete a Participation Addendum essentially in the format attached hereto as Attachment 1. 26.USA PATRIOT ACT:We comply with Section 326 of the USA Patriot Act which requires all financial.institutions to obtain, verify, and record information that identifies each company or person who opens an Account. We will ask you for your name, address, date of birth,or other applicable.information to identify you. 27. ENTIRE AGREEMENT: This Agreement, including the Request for Proposal#09-37572, our Response to Request for Proposal, the contract numbered CMS0375720,the Fee Schedule, the Account Application you filed with us, any agreements which secure or guaranty your obligations under this Agreement, any electronic payment agreement, enrollment forms and any amendments,modifications, substitutions or replacements of any of those documents, is a final expression of the credit agreement between us and you and may not be contradicted by evidence of any alleged oral agreement. Except as is expressly permitted in this Agreement, no modification of it is effective unless in writing and signed by an authorized officer of you and us. Any terms different from this Agreement or contradictory to this Agreement that are set forth in a Purchase Order or other communication are expressly rejected and shall under no circumstances mnodify the terms of this Agreement. This.A it is governed by and constived m acmdaxwe with federal law and the laws of the State of M.inois.(without referenee.to.:rhoimof law rules). EXSiBIT A Fee Schedule your use of your Ac count indicates your acceptance of this Agreement and this schedule of fees and charges. Service Fee Acoount$et-UpFee Waived Mo�Bd .. C1: Waived R lacement Card_ no c Waived Replacement Card Charge(emergency 2 day express) $21.50 each ocammee oAl inmTed if requegod by the State �VBXOnlineAocessLtJr a Waived VIM*ABU Waived � Reproductro8 of 'a,Vehicle Anal s art (VAR)AR) 25:00 each o«aurence incurred if pb he State. m Fee E only roared at the $20.00 each occurrence f a retu search inartred if requested by $15.00 per hour I Transaction Fee 1%of the total transaction mount P ricing for additional products.and services is mailable upon request or reflected on the enrollmaA forms or in the terms of use that you must agree to in order to receive the additional products and services. Attachment I WEXOnlineQD TERMS OF USE Please read these terms carefully before using this site. 1. General Wright Express Corporation ("we," "us" and "our") provides this web site on behalf of Its subscribers subject to the following terms of use ("Terms"). These Terms supplement the customer's (or "you" or "your") credit agreement with Wright Express Financial Services Corporation or one of our card program sponsors and shall be applicable to your account upon your selection of the WEXOnline® product. Your continued :use of your account and WEXOnline@ constitutes your acceptance of these Terms. If you have any questions, please call our Customer Service department. 2.:Purpose of the Website The goal of this web site is to provide you with access to information about your fleet charge:card .account and to also allow you to perform account maintenance. Do not use this web site if you do not agree with these terms. These Terms supplement your credit agreement with Wright Express Financial Services Corporation or one of our card program sponsors and shall be applicable upon your use of the site. Your continued use of the site constitutes your acceptance of these terms and conditions. If you have any questlons, please call Customer Service at 1-800-492-0669. 3. Trademarks, Service Marks and Copyrighted Materials We control and operate this website. All content on this website, including, but not limited to, text, photographs, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights :(which are governed by United States and worldwide copyright laws and-treaty provisions, privacy and publicity laws, and communication regulations and statutes). The content is owned and controlled by us, our affiliates, or by third party content providers, merchants, sponsors and licensors (collectively the "Providers') that have licensed their content or the right to market their products and/or services to you using this site. You agree to abide by all additional copyright notices, Information, or restrictions contained in any content that is presented on this site. You may not use any registered or unregistered-trademarks, service marks or copyrighted materials appearing on this website, Including but not limited to any logos or characters, without the express written consent of the owner of the mark or copyright. You may not frame, deep link, or otherwise incorporate into another website any of the content or other materials on this website without our express prior written consent. Violation of trademark and copyright laws may result In significant civil liability or criminal penalties under United States and/or worldwide copyright and trademark laws. You recognize that any reproduction-or use.of:content;_except,as authorized by these Terms, is considered intentional Infringement. 4. Use of the Site You are accessing WEXOnline@ using. the Internet And your Internet. service prov.lder. Although we are using both password: and database security methods to ensure protection for WEXOnline@, security :Cannot be guaranteed. We hereby disclaim all liability for any security breaches of online communications or for any :electronic, computer or other System failures. We Shall not be liable to any person for loss, liability. or damages, Including consequential or spFCial damages, arising as a result of any security breaches or system failures or any other defect of the electronic online communication procedures, including, without limitation, loss due to data modification or destruction. You may provide access to your account information by adding Qthers to access your account via an online enrollment. You understand that.you are responsible for the level of access that you provide to the users you establish for your account. You understand that you are solely responsible for maintaining the security :of your password and User ID against theft or unauthorized use and that any person possessing your password and User ID can order additional cards and take other action with respect to your account. You agree that you shall exercise.all precautions commensurate with the highest reasonable standards of security for the protection of your security information. You agree to permit access and Use'of WEXOnllne® to only authorized designees. Any account maintenance effected with the use of your User ID and password shall be conclusively presumed to be authorized by you for all purposes and you accept all liability for use of cards ordered and any other transactions effected through WEXOnilne®. You agree to. notify us immediately if you suspect that any User ID or password associated with your. account has been lost, stolen, or the subject of unauthorized use. You agree that the sec city procedures .provided with WEXOnline@ including without limitation; da encryption, are commercially reasonable and adequate for your use. Furthermore, you agree that you shall not circumvent the encrypted data or attempt to obtain unauthorized access to the site or portions of the site which are restricted from general access. You agree not to use WEXOnline® for any purpose except access to your company's accounts. In using this site, you agree not to disrupt or interfere with the site, Its services, system resources, nor to upload, post or otherwise transmit any viruses or other harmful, disruptive, Inappropriate, illegal or destructive flies. You also agree not to use, attempt to use, or access other accounts, or create or use a false identity on the site. To the extent authorized by Illinois State law, the State agrees to Indemnify and hold us, and our parents and affiliates, harmless for any loss or damage caused by your access, attempted access to or manipulation of any account or data of any third party and/or any defect in your system that causes damage to our hardware, software or data. We reserve the right to terminate or suspend access to WEXOnline®, in whole or in part, at any time,without notice. WEXOnline® and the Information provided on this site is provided "AS IS" without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability., noninfringement,.or fitness for a particular purpose. Wright Express :Corporation, its. subsidlaries and affiliates, make no warranty that:use of the site or the materials will be uninterrupted, timely, secure,or error free or that defects, If any will.be..corrected and:we assurne no responsibility for any damages that may.be suffered by you, including, but not limited to, losses from delays, nondelivery of content or any communications; errors; system down time, network or system optages, file corruption or service Interruptions. S. Governing Low,Severabillty We operate this website (excluding llnked sites) frpm our offices within the state of Maine. The website can be accessed from all 50 states, as well as from other countries around the world. By accessing this website, you agree that these Terms and your use of the web site shall be:governed in ail respects by federal law and the internal substantive laws of the State of Illinois, without regard to conflict of laws provisions and shall not be governed by: the .United Nations Convention on the International Sale of Goods. You further submit ta.excluslve jurisdiction and venue in the state and federal courts located irx the:State of Illinois for all disputes, cases and controversies regarding this:website, your use of this.webs site,.and your relationship with us brought by you against us. If we make any claim against you based in contract or tort, we will bring that action In the in the Illinois Court of Claims as required.by Illinois law. We make no representation that materials on this web site are appropriate or available for use in other locations, and accessing them from territories where the content is:illegal Is prohibited. Customers who choose to access this web site from other locations do so at their own risk and are responsible for compliance with local laws,. Including laws regarding the transmission of technical data exported from the .United States or the country In which you reside. If any provision of these terms is prohibited by or rendered Invalid by applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms. 6. For Customers Using Electronic Billing:Method You may receive copies of your Invoice via WEXOnline®. In the event that you elect to receive all your Invoices electronically and not via standard U.S. Mail, the Invoice shall be deemed delivered to you upon our confirmation of electronic mailing. All the terms and conditions concerning payment and .any disputes in billing as set forth in your credit agreement with Wright Express Financial Services Corporation or one of our card program sponsors remain in full force and effect. If you wish to make an inquiry regarding an invoice or a particular transaction, please contact Customer Service at the number listed on your credit agreement. 7. For Customers Using Electronic Payment Method If you enroll In our electronic payment service, you can make payments due under your credit agreement with Wright Express Financial Services Corporation or one of our card program sponsors by initiating an electronic payment from your account maintained at your financlat institution, by means of an Automated Clearing House (the "ACH"), and the following terms and conditions will apply to any such payment: (e) We will:'transmit such Entries initiated by you to the Creditor under your Credit agreement with Wrig . ht Bcpress Financial Services Corporation or one ,of out card Program sponsors. Your creditor will Initlate the payment transaction through Its bank (the 'Creditor's Bank") which will transmit the entries. directly or indirectly.to the ACH, as provided in the Operating rules of the National Automated Clearing House Association(°NACHA"), as in effiect from time to time (the "Rules"),.and these Terms of.Use. As used herein,:°the terms."Settlement Date," "Entry,° and "File" have the meaning set forth In the Rules. (b)You agree:to comply with (1) these Terms of Use, (fl).all applicable laws, including federal law (Indudirag without limitation Article 4A of the Uniform Commercial Code), and (ill) the Rules insofar as applicable. The spe cific responsibilities and requirements provided In the. following paragraphs of these Terms of Use in noway limit he foregoing:undertaking. (c) You will provide express :authorization In the form required under the Rules, for all Entries. (d) The Company will. provide Entry. Information in the manner specified in the electronic payment request on this site. Such Information will include your bank account number, your bank's ABA routing number, the payment amount and payment date. (e)The deadline for submitting an Entry is 3:30 PM EST on each business day. (f) if you would Iike to cancel or modify an Entry, you can do so before the 3:30 PM EST deadline. (g) You will ensure than the Account contains sufficient immediately available funds to cover any debit Entry initiated to it not later than the Settlement Date applicable thereto. (h) In the event any Entries are rejected by the ACH for any reason whatsoever, It shall be your responsibility to remake such Entries or to make other arrangements for making_ payment of :amounts due under your Credit agreement with Wright Express Financial Services Corporation or one of out card program sponsors; provided, however, that Creditor's Bank shall remake such Entries In any case where such rejection by the ACH was due to mishandling of such Entries by Creditor's Bank and sufficient data Is available to the Bank to permit it to remake such Entries. (1) To the extent authorized by Illinois Law, You will Indemnify Creditors Bank if Creditor's Bank Incurs any loss or liability on account of the breach, with respect to any Entries initiated by you to the extent of the value of such entries, of any of the warranties of Originating Depository Financial Institutions contained in the Rules, except due to Creditor's Bank's own negligence. (j) In the event you incur any loss due to the mishandling of a particular Entry or Entries, Creditor's Bank's liability you shall be limited to the minimum amount required under Article 4A of the Uniform Commercial Code. (k) You. warrant the accuracy of all transactions presented to Creditor's Bank and *.warrant :that.all transactions presented to Creditor's Bank are -authorized .and :agree to Indemnify Creditor's Bank from and against any claims,. including third-patty claims,:arisirig:from:the breach of these warranties. (1) In the event any Entry or File of Entries Is delivered to Creditor's Bank by an agent or employee purporting to act on your behalf, Creditor's Bank shall be fully n hEince on such Entry or File of Entries-a d need. not Inquireof protected lruacti In';* g re n youa.0 to whOthe'ithe same is duly authorized. (m) You are strictly responsible for establishing and maintaining procedures to safbguai id..against unauthorized Entries. You warrant that no employee or agent will be allowed to Initiate Entries In the absence of proper supervision and safeguards, and: you agree: to take reasonable steps to maintain the confidentiality of any passwords, codeosi security devices and related Instructions Creditor's . -Bank provides to you In connection with any. security procedures. If you believe or suspect that any such informal on or Instructions have been known or accessed by an unauthorized, person, you:.agree to notify us Immediately. The I occurrence.of unauthorized. Entries will not affect any:Entries Creditor's Bank Initiates irk.:good faith prior to. receipt of your notification and- within a reasonable time period to prevent unauthorized .transmissions. If Creditor's Bank receives an Entry (or a request for cancellation or amendment of an Entry) that purports to have been *transmitted or authorized by You, It Will be deemed effective as your Entry or request, provided that creditor's Bank accepted the entry or request in good faith and acted In compliance with its security procedures with respect to the entry or request. a. For Cust.h.m.ers Using Controls: These terms and conditions supplement your credit agreement with Wright Express Financial*Services Corporation or one of our card program sponsors and govern your use of Controls which may be used to help limit purchase capabilities on your cards and accounts. .Controls are subject to the disclosures provided to you, this Section *8 and the Important Information found In the Profile Manager. You should carefully review the Important Information prior to establishing Controls. Use of Controls Is deemed acceptance of these terms and the disclosures found In the Important Information. The availability and effectiveness of Control limits Is dependent upon each merchant's adoption of card specifications and the information transmitted to us by them. You understand and acknowledge that only transactions submitted to us for 'authorization are subject to Controls and that such Controls can only be enforced when the merchant provides sufficient Information as part of their request for authorization for us to determine If it meets or exceeds the Controls that you have set. Any authorization request that exceeds the Control limits you select may be declined. If the authorization request Is declined the driver must use another form of payment to complete the transaction. We are not liable on account of any merchant's refusal to honor the Card, regardless of the reason, whether or not you have established Controls for your cards or accounts. The existence and/or use of Controls shall not affect your liability for unauthorized use of Cards. We reserve the right to modify Controls upon notice to you. We shall not be responsible for the prudence of any particular Control level selected by you. You agree that we are :authorized to. rely on such Changes made by you or your authorized users.-and-you further agree to Indemnify us and.hold us harmless for any loss, claim or damage allegedly caused by our irellAnce on such changes. You also agree that we will not be liable to you for any foss liability or damages you suffer which arise from, are related to,. or are in any way connected.with any Controls or other purchase restrictions which we may Implement from time to time. g. Questions For questions:concerning these terms or.the products described online please call the following number: 1-800=492-0669, or send Inquiries to: Wright Express Corporation, P.O. Box 639, Portland, ME 041.04. Be :sure to include your account number with all inquiries. n 2oo8.Wright Express.corporation.All rights reserved. Addendam II Addendum:to:the.fuel:card services agreement between:Wxight Fxplws Financial Services Corporation(TM FSC'j and.the State:of Illinois.(the"State) ADDIM i3M Tb THE.WEL CARD:SERVICE$AGREEMENT BETWEEN WR[GHT EXPRESS FINANCIAL SIMVICES CORPORATION{"WEX:FSC") .(Lf11FrnM(the"STATE' cREMT INFORMATION F'ertldp�ing:t'nUyv ab!�es oaf lntF�e event tll9 acebiert i�notl>��'��d•W�F8C'm*19p6dth06 ndersigned's>buNgr for orb file status oftieabcolxd fo�xsdit .. bureaus avid olhets wlw.!naY lawfully receives i�°r! d011 .. . . . Participating Entity Phone:# Headqueriers Name and Physical Address(Do not include PO BOX) Applicants Taxpayer ID#(TIN,FEW or SSN} : in Business Since(yyyy) Y of:hxorrporaUOn(1!y!!Y) Nunber.cf vehicles Avg Momhty Fuel Expenditures Avg Monlhly'Servke Expm $ ACCOUNT Write ParBdpaUnti Entity name os,you vVisti.tttc appear on cards Limit ot70 ahareders&spaces,tlriesa spaitied,no company name w11 appear on cards oE❑oo❑o❑❑oQOnooaoaoa �,� Billing Contact Designate the ReaContoct author Ind.to receive all charge cards.reRorta,and other suchirformatlom vre provlde from time to tine and to take actions with respect to yore• account and account access..This is Ww the peisorr.dealgrmted AY:- company to Provide all fleet vehicles,river and other.IMamation we may requesL Authorized fleet Contact Name Title Phone# Fax# . . ......:.. Malting Address(IfdHferentlrom bNNO address) qty State Z1p++4 Emall address(required to take advantage of protluct type Cato controls) Card Controls:To help us estimate your credit needs.Indicate the.types of cards you anticipate using. if you provide a valid emall address abdve,:yeu-jum select from these product type options. ❑IUI Products ❑Fud&Service ❑F.ud&Fhids wh h RoadsideAsslstance E3 Fuel.wah Roadside Assistance 0 Mix of card types ❑ Check has Y business is exetnPtBom motor:fueb DEFINITIONS: 'Agreement'means: for Fuel Cards and Fuel Management SerAces(the'Agreement')between the(the State and.WEX FSC. 'Participating Enttir shati mean the Participating.Endly as defined in the Agreement permitted to purchase services under the Agreement,as specilfed in the Credit Information above. Ali other capitalized terms used in this Add endur without definition have the meanings set forth in the AgreemenL AGREEMENTS OF VA FSC AND PA MCIPATiNG EN71 IY: 1. This Addendum Is to allow.the Participating Enlity to participate under fie Agreatient between WEX FSC and the State. It does not modify,amend or change the Agreement In any way, 2. Participating Entity represents that It is authorized or allowed by the laws of Its home state to enter Into Ihis Addendum and to parOdpate under the Agreement. 3. Participating Entity hereby requests the sentIces of WEX FSC described In the Agreement and agrees to perform all dudes of a Participating Err*under the Agreement,Ong,vftwut Ilmitatlon,payment of al c lugges on 4s accant(s)within the time periods provided udder the Agreement;payment of any fees provided in the Agreement,and cooperation with respect to providing all necessary information for the admWsbation of the Agreement. Participating Entity agrees to be bound bythe terms and conditions of'the Agreement,Including,without limitation,ndas for authorized and unauthomtred use of cards. disputes of chargm reporting 10d 00 stolen c ardds,and an outer rules and provisions relating to use of Partlolpadng EnbWs account 4. Participating Entity acknowledges that its&b"to make ft*payment in accordance with the terms or the Agreement andlor the Addendum may resul In suspension or cancellation of the acoourd(4 The undersigned represents and warrants that haWn is dual authorized to execute this Addendum on behalf of the Parfidpaft Entity and this Addendum In the valid and binding obligation of the Participating Entity,enforceable In accordance with Its terms. INFORMATrnra SHARING DISCLOSURE:Information regarding your transactions maybe provided to accepting merchants or their service providers to facilitate discounts or other promotional campaigns of interest to yoti. U.S.A.PATRIOT ACT:Our bark complex vndth Section 326 or the USA PATRIOT Act which requires ell financial institu ions to obtain.verify,and record information that idwI ies each company or person who opens an account.What this means for you:when you open an accowf,we will ask for your name, address,date of birth,and other irorrrmallm that will allow us to kfentlry you. We may also ask to we your driver's kense or other Identifying documents for your business. DISCLAIMER THIS ISM APPLICATION FOR SERVICES AND SHALL NOT BE BINDING UPON WEX FSC UNTIL FINAL CREDIT APPROVAL HAS BEEN GRANTED BY WEX FSC: CONTRACTING-AGENCY . SIGNATURE REQUIRED Any person signing on behalf of the Participating Entity has been duty authorized by aB ne'wwary action of Applicenfs governing body,and that the undersigned is authorized to make this application on behalf of the Participating Entity. Signature.. Printed Name: Title: Date. Complete and sign addendum.Fax both pages to Oppty Number Sales Code Pima Type I Coupon Code I Account Number 04 04ADDEND.CRDAPP(11/08) Memorandum City of Elgin Date: April 23, 2010 To: Dan Rich, Utility Superintendent From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-77, Adopted at the April 14, 2010 Council Meeting Enclosed you will find the agreement listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Addendum to the Fuel Card Services Agreement with Wright Express Financial Services Corporation