Contract - WEX Bank - 9/9/2021CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF FUEL CARD WITH RELATED FUEL VEHICLE MANAGEMENT,
TRANSACTION, AND PAYMENT SETTLEMENT/PROCESSING SERVICES
WITH
WF.X BANK
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for the purchase of fuel card with related fuel management,
transaction, and payment settlement/processing services for the City of Round Rock's Fleet
Department, and for related goods and services (referred to herein as the "Agreement"), is made
and entered into on this the 40A day of the month of 2021 by and between
the CITY OF ROUND ROCK, a Texas home -rule municipality, whose offices are located at 221
East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and WEX
BANK, a Utah industrial bank whose offices are located at I I I East Sego Lily Drive, Suite 250,
Sandy, UT 84070 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City has been a customer of Vendor since May 11, 2012 pursuant to an
Addendum to the Fuel Card Services Agreement between Wright Express Financial Services
Corporation, now known as WEX Bank, and the National Joint Powers Alliance (NJPA), now
known as Sourcewell, for certain goods and services, specifically fuel card with related fuel
management, transaction, and payment settlement/processing services for the City's Fleet
Department; and
WHEREAS, City is a member of the Sourcewell Cooperative (f/k/a National Joint Powers
Alliance), a cooperative purchasing program; and
WHEREAS, Vendor is an approved vendor of the Sourcewell Cooperative; and
WHEREAS, City desires to continue to purchase certain goods and services from Vendor
through Sourcewell Cooperative Contract No. 080620-WEX (the "Sourcewell Contract") as set
forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
00477314/ss2
NOW, THEREFORE, WITNESSETH,0
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follow:
1.01 EFFECTIVE DATE, TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
Be This Agreement shall terminate September 7, 2024,
C. City reserves the right to review the relationship with Vendor at any time, and may
elect to terminate this Agreement with or without cause or may elect to continue.
2.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in the
Sourcewell Contract, Exhibit "A," attached hereto and incorporated herein by reference for all
purposes, and, together with the Addendum to the Sourcewell Cooperative Contract No. 080620-
V;EX (the "Addendum"), attached hereto as Exhibit "B" and incorporated herein by reference for
all purposes, and this Agreement, comprise the Contract Documents. Any inconsistencies or
conflicts in the Contract Documents shall be resolved by giving preference to the Sourcewell
Contract and the Addendum to the Sourcewell Cooperative Contract No. 080620-WEX. For the
avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the City
acknowledges and agrees that the terms of this Agreement shall apply as between the City
and NWX only to the extent (a) relevant and applicable to the nature and scope of services
being provided under the Sourcewell Contract and the Addendum and (b) not contrary to
or in conflict with the terms set forth i*n the Sourcewell Contract or i*n the Addendum.
3.01 ITEMS
A. The goods and services which are the subject matter of this Agreement are
described generally in the attached Exhibit "A."
B. This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables described in Exhibit "A" within
the contract term specified. A change in the Scope of Services or any term of this
Agreement must be negotiated and agreed to in all relevant details, and must be
embodied in a valid Supplemental Agreement as described herein.
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4.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City1) s budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
5.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, V.T.C.A., Texas Government Code, payment to Vendor
will be made within thirty (30) days of the day on which City receives the performance, supplies,
materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the
performance of services was complete, or within thirty (30) days of the day on which City receives
a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor
may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year
in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code,
Section 2251.025(b); however, this Policy does not apply to payments made by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
Be The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on the
purchase order or the Agreement or other such contractual agreement.
6.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is deterned by City that gratuities or bribes in the form of entertainment, gi
mifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code.
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7.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included
in Vendor's charges.
8.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods or services as specified, City reserves the right and
option to obtain the products from another supplier or suppliers.
9.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Chad McDowell
Director of General Services
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3191
cmcdowell@roundrocktexas. o�v
10.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements attached hereto as
Exhibit "C".
11.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
12.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for convenience
and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this Agreement
for cause, upon ten (10) days' written notice to Vendor.
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Co Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate evidenced
in writing by and between the parties.
D. Upon termination, the City remains obligated to pay for all transactions made prior
to the termination, including unpaid balances and fees.
13.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all anplicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
Be In accordance with Chapter 227 1, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel
during the term of this Agreement.
14.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives
to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
15.01 NOTICES
All notices and other communications in connection with this Agreement shall be inwn*tlng
and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreemento
;
or
2. Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient's address as stated in this Agreement.
Notice to Vendor0
:
WEX Bank
I I I East Sego Lily Drive, Suite 250
Sandy, UT 84070
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Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
16.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venuefor same shall lie in Williamson County, Texas. This Agreement shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas), provided
that the parties agree and acknowledge that the loans under the Agreement are made by Issuer in
Utah pursuant to Utah law,,
17.01 EXCLUSIVE AGREEMENT
This document, and all appended documents and the Sourcewell Contract and the
Addendum, constitutes the entire Agreement between Vendor and City. This Agreement may only
be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized
by action of the City Manager or City Council.
18.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC
Section I -14) or any applicable state arbitration statute.
19.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void. The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
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20.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it utilizes reasonable care to employ trained,
experienced and competent persons to perform all of the services, responsibilities and duties
specified herein and that such services, responsibilities and duties shall be performed in a manner
according to generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed
timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible
for its delays or for failures to use best efforts in accordance with the terms of this Agreement.
Where damage is caused to City due to Vendor's failure to perform in these circumstances, City
may pursue any remedy available without waiver of any of City's additional legal rights or
remedies.
Force Maj*eure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible, including acts of God, strikes, lockouts, or other industrial disturbances, acts of the
public ene''.111111"orders of any kind from the governm ent of the United States or the State of Texas
or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes,
fires, hurricanes, storms, floods, restraint of the goveriment and the people, civil disturbances,
explosions, or other causes not reasonably within the control of the party claiming such inability.
However, notice of such impediment or delay in performance must be timely given and all
reasonable efforts undertaken to mitigate its effects,, Nothing herein shall excuse the City from
remitting payment on transactions incurred by the City,,
OW
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
0
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
VA-
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By: M r
Printed Name: a
Title:
Date Signed. 1!1 flt-�l
Attest:
By: .
Sara .White, City Clerk
For City, r ved as o For
B.
Stephan .Sheets, City ttorney
8
WEX Bank
7/"-w' Zaakkeq
By: Tim Laukka (Aug 6, 2021 13:47 MDT)
Printed Name: Tim Laukka
Title: President
Date Signed: Aug 6, 2021
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 Exhibit „A„
080620-WEX
Sourcewell.2 %�
Solicitation Number: RFP #080620
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 and WEX Bank, 7090 South Union Park Center, Suite 350, Midvale, UT 84047 (Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to federal,
state/province, and municipal governmental entities, higher education,. K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts
(Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires September 7, 2024, unless it is
cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional
one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11, 1210 13, 15 and 16 survive the expiration or cancellation of
this Contract and Article 14 survives the expiration or cancellation of this Contract solely with
respect to acts or omissions occurring during the Term of the Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated
into this Contract. For any conflicts between the Proposal and the Contract, the Contract
prevails. Additionally, may require Participating Entities to agree to the attached and
incorporated Wex Universal —Terms and Conditions for Government Fleets. Vendor
acknowledges that some of the additional terms and conditions may need to be negotiated by
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the Participating Entity since the Participating Entity may not be legally permitted to agree to all
terms With the exception of those provisions cited in Article 19 of this Contract, and with the
exception of Sourcewell accessing the products and services offered under this Contract for its
own use, the Wex Universal —Terms and Conditions for Government Fleets are not applicable
to the relationship between Vendor and Sourcewell and are not binding on Sourcewell.
All Equipment and Products provided under this Contract must be new/current model. Vendor
may offer close-out or refurbished Equipment or Products if they are clearly indicated in
Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Vendor's dealers and
distributors must agree to assist the Participating Entity in reaching a resolution in any dispute
over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past
the expiration of the Vendor's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will
make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers,
distributors, and/or resellers relative to the Equipment, Products, and Services related to this
Contract. This list may be updated from time -to -time and is incorporated into this Contract by
reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current
version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's
Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.
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A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Vendor must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.
Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive
in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally
delivers substandard or inferior Equipment or Products. In the event of the delivery of
nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon
as possible and the Vendor will replace nonconforming Equipment and Products with
conforming Equipment and Products that are acceptable to the Participating Entity.
B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax -
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line -item format. Equipment,. Products, or Services may be added or removed
from the Hot List at any time through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment,. Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Contract Administrator. This form is available
from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
1. Identify the applicable Sourcewell contract number;
2. Clearly specify the requested change;
3. Provide sufficient detail to justify the requested change;
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4. Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and
5. Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
restatement must include all Equipment,. Products, and Services offered, even for those
items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will be become an
amendment to this Contract and be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity's
authority to access this Contract is determined through its cooperative purchasing, interlocal,
or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Vendor understands that a Participating
Entity's use of this Contract is at the Participating Entity's sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential members to join
Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster
during the term of this Contract.
B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government -
owned facilities, including schools. Vendor's employees and agents must conduct themselves in
a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating
Entity issues a purchase order, it may use its own forms, but the purchase order should clearly
note the applicable Sourcewell contract number. All Participating Entity orders under this
Contract must be issued prior to expiration of this Contract; however, Vendor performance,
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Participating Entity payment, and any applicable warranty periods or other Vendor or
Participating Entity obligations may extend beyond the term of this Contract.
Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will
be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of
any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order may be negotiated between a Participating Entity and Vendor,
such as job or industry -specific requirements, legal requirements (e.g., affirmative action or
immigration status requirements), or specific local policy requirements. Some Participating
Entitles may require the use of a Participating Addendum; the terms of which will be worked
out directly between the Participating Entity and the Vendor. Any negotiated additional terms
and conditions must never be less favorable to the Participating Entity than what is contained in
this Contract.
C. INTENTIONALLY OMITTED.
D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements (such as e-commerce specifications,
specialized delivery requirements, or other specifications and requirements) not addressed in
this Contract, the Participating Entity and the Vendor may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.
E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Vendor in the event of any of the following events:
A. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the goods to be purchased;
B. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity's requirements; or
C. Vendor commits any material breach of this Contract or the additional terms agreed to
between the Vendor and a Participating Entity.
F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Participating Entity's order will be determined by Vendor and the Participating Entity making
the purchase pursuant to Section 6.13.
7. CUSTOMER SERVICE
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A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and
• Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, supply issues, customer issues, and any other
necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract
sales activity report (Report) to the Sourcewell Contract Administrator assigned to this
Contract. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department);
• Customer Physical Street Address;
• Customer City;
• Customer State/Province;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number;
• Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Vendor may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.
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Exhibit "A"
080620-WEX
The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee
stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services
purchased by Participating Entities under this Contract during each calendar quarter. Payments
should note the Sourcewell-assigned contract number in the memo and must be mailed to the
address above "Attn: Accounts Receivable." Payments must be received no later than 45
calendar days after the end of each calendar quarter.
Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract's expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's
Authorized Representative changes at any time during this Contract, Vendor must promptly
notify Sourcewell in writing.
10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or
obligations under this Contract without the prior consent of the parties and a fully executed
assignment agreement. Such consent will not be unreasonably withheld.
B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been fully executed by the parties.
C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not
waive the provision or the right to enforce it.
D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between
Sourcewell and Vendor. No other understanding regarding this Contract, whether written or
oral, may be used to bind either party.
E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
respective businesses. This Contract does not create a partnership, joint venture, or any other
relationship such as master -servant, or principal -agent.
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11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their
agents and employees, harmless from damages resulting directly from any claims or causes of
action, including attorneys' fees, arising directly out of Vendor's negligence or willfull
misconduct during the performance of this Contract by the Vendor or its agents or employees;
this indemnification includes injury or death to person(s) or property alleged to have been
caused by some defect in the Equipment, Products, or Services under this Contract to the
extent the Equipment, Product, or Service has been used according to its specifications. In no
event will Vendor be liable for incidental, special, consequential, or punitive damages.
12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting
procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from
the end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract. No more than one audit per year will
be performed by Sourcewell or any Participating Entity, and Vendor will receive a minimum of
45 days' advance written notice of such an audit.
13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must
immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond
to the request.
14. INDEMNIFICATION
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating
Entities against any and all suits, claims, judgments, and costs instituted or recovered against
Sourcewell or Participating Entities by any person on account of the use of any Equipment or
Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable
patent or copyright laws. In no event will Vendor be liable for incidental, special, consequential,
or punitive damages.
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15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
A. Grant of License. During the term of this Contract:
A. Sourcewell grants to Vendor a royalty -free, worldwide, non-exclusive right and
license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell's relationship with
Vendor.
B. Vendor grants to Sourcewell a royalty -free, worldwide, non-exclusive right and
license to use Vendor's Trademarks in advertising and promotional materials for the
purpose of marketing Vendor's relationship with Sourcewell.
B. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to its and their respective distributors, marketing
representatives, and agents (collectively "Permitted Sublicensees") in advertising and
promotional materials for the purpose of marketing the Parties' relationship to Participating
Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective
sublicensees.
C. Use; Quality Control.
1. Sourcewell must not alter Vendor's Trademarks from the form provided by
Vendor and must comply with Vendor's removal requests as to specific uses of its
trademarks or logos.
2. Vendor must not alter Sourcewell's Trademarks from the form provided by
Sourcewell and must comply with Sourcewell's removal requests as to specific uses
of its trademarks or logos.
3. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party's Trademarks only in good faith and in a dignified manner consistent
with such party's use of the Trademarks. Upon written notice to the breaching party,
the breaching party has 30 days of the date of the written notice to cure the breach
or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party"s name or logo (excepting Sourcewell's pre-printed
catalog of vendors which may be used until the next printing). Vendor must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Vendor individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
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C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator
assigned to this Contract.
D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment,
Products, or Services.
16. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its
breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.
17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party's reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both
Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the
remainder of this Contract is capable of performance, it will not be affected by such declaration
or finding and must be fully performed.
19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as outlined in the WEX Universal Terms and Conditions
appended hereto.
B. DEFAULT AND REMEDIES. The WEX Universal Terms and Conditions appended hereto shall
govern default and remedies available to the parties.
20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at
all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better,
with coverage and limits of insurance not less than the following:
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1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Vendor will maintain insurance
covering its operations, with coverage on an occurrence basis, and must be
subject to terms no less broad than the Insurance Services Office ("'ISO")
Commercial General Liability Form CG0001 (2001 or newer edition), or
equivalent. At a minimum, coverage must include liability arising from premises,
operations, bodily injury and property damage, independent contractors,
products -completed operations, contractual liability, blanket contractual liability,
and personal injury and advertising injury. All required limits, terms and
conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage
$1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this
Contract, Vendor will maintain insurance covering all owned, hired, and non -
owned automobiles in limits of liability not less than indicated below. The
coverage must be subject to terms no less broad than ISO Business Auto
Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Vendor will
maintain umbrella coverage over Workers' Compensation, Commercial General
Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Network Security and Privacy Liability Insurance. During the term of this
Contract, Vendor will maintain coverage for network security and privacy
liability. The coverage may be endorsed on another form of liability coverage or
written on a standalone policy. The insurance must cover claims which may arise
from failure of Vendor's security resulting in, but not limited to, computer
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attacks, unauthorized access, disclosure of not public data — including but not
limited to, confidential or private information, transmission of a computer virus,
or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish
to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Upon the renewal of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by
a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include
there will be no cancellation, suspension, non -renewal, or reduction of coverage without 30
days' prior written notice to the Vendor.
Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide
certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in
this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Vendor's commercial
general liability insurance policy with respect to liability arising out of activities, "operations," or
"work" performed by or on behalf of Vendor, and products and completed operations of
Vendor. The policy provision(s) or endorsements) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds; but only to the extent an
indemnity is owed pursuant to this Agreement.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Vendor or its subcontractors. The waiver must apply to all
deductibles and/or self -insured retentions applicable to the required or any other insurance
maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require
similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
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E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either
providing a primary policy or in combination with umbrella/excess liability policy(ies).
21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Vendor conducts with Sourcewell and Participating Entities.
22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during
this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in
writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Vendor certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Vendor further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.
23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require
additional requirements based on specific funding specifications. Within this Article, all
references to "federal" should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Vendor's Equipment,
Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
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1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non-
federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. §
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5,
"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report
all suspected or reported violations to the federal awarding agency. Vendor must be in
compliance with all applicable Davis -Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
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hereby incorporated by reference into this Contract. Vendor certifies that during the term of an
award for all contracts by Sourcewell resulting from this procurement process, Vendor must
comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award
meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or subrecipient
must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency. Vendor
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor
certifies that during the term of this Contract will comply with applicable requirements as
referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file
any required certifications. Vendors must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures
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required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. §
1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply
with all applicable provisions of the Buy American Act. Purchases made in accordance with the
Buy American Act must follow the applicable procurement rules calling for free and open
competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this
Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right
also includes timely and reasonable access to Vendor's personnel for the purpose of interview
and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is
a state agency or agency of a political subdivision of a state and its contractors must comply
with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the
value of the quantity acquired during the preceding fiscal year exceeded $10.,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60
days' written notice to the other party. However,. Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Vendor's Proposal.
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Cancellation of this Contract does not relieve either party of financial, product, or service
obligations incurred or accrued prior to cancellation.
So u rcewe I I
DocuSigned by:
. Y� S "0
By. _ � �
COrD2A139DO6489
Jeremy Schwartz
Title: Director of Operations &
Procurement/CPO
Date: 11/20/2020 1 12 : 2 5 PM CST
ApprnvPrl-
DocuSigned by:
By• C"� chaw'fft'
- 7E42B8F817A64CC
Chad Coauette
Title: Executive Director/CEO
Date: 11/25/2020 1 8:23 AM CST
WEX Bank
DocuSigned by:
By: _ �r
C12BE2BB9446476...
Tim Laukka
Title: President and CEO
Date: 11/20/2020 1 10:14 AM PST
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DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1
Exhibit if A 99
RFP 080620 -Fleet Payment Solutions with Related Services
Vendor Details
Company Name:
WEX Bank
7090 South Union Park Center
Address:
Suite 350
Midvale, UT 84047
Contact:
Denise Baumgart
Email:
denise.baumgart@wexinc.com
Phone:
913m393=3208
HST#: 84-1425616
Submission Details
Created On: Tuesday June 30,2020 14:46:43
Submitted On: Thursday August 06, 2020 14:25:55
Submitted By: Denise Baumgart
Email: den ise. bau mgart@wexinc.com
Transaction #: ae75e837=96d7m4571 mb9ad-6c4bd7b8dced
Submitter's IP Address: 136,33-193.72
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1
Exhibit "A"
Specifications
Table I Proposer Identity I& Authorized Representatives
General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not
merely attach additional documents to your response without also providing a substantive response. Do not leave answers
blank; mark "NA" if the question does not apply to you (preferably with an explanation).
Lin' 0-
estion
HOM QUResponse
1 Proposer Legal Name and applicable d/b/a, if any): WEX Bank
2 Proposer Address: 7090 South Union Park Center, Suite 350
Midvale, UT
84047
3 Proposer website address: www.wexinc.com
4 Proposer's Authorized Representative (name, title, address, Tim Laukka, President and CEO
email address & phone) (The representative must have 7090 South Union Park Center, Suite 350
authority to sign the "Proposers Assurance of Compliance" Midvale, UT
on behalf of the Proposer and, in the event of award, will 84047
be expected to execute the resulting contract): Email: tim.laukka@wexinc.com
Phone: 888.mM2=0075
5 Proposer's primary contact for this proposal (name, title, Denise Baumgart, Strategic Relationship Manager
address, email address & phone): 17071 W 93rd Terr. Apt 13106
Lenexa, KS 66219
Email: den ise . baumgart@wexinc.com
Phone: 913m393m3208
�I
o1
6 Proposer's other contacts for this proposal, if any (name, N/A
title, address, email address & phone): I I I
Table 2: Company Information and Financial Strength
Line'
Item QuQuestionOnSo
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1
:1..: t 11 A 11
7 Provide a brief history of your company, including your
company's core values, business philosophy, and industry
longevity related to the requested equipment, products or
services.
8
What are your company's expectations in the event of an
award?
This proposal is presented by WEX Bank, a Utah industrial
bank formerly known as Wright Express Financial Services
Corporation. WEX Bank is a wholly owned subsidiary of
WEX Inc., a Delaware corporation formerly known as Wright
Express Corporation. WEX Bank and WEX Inc. are
collectively referred to herein as WEX. WEX is Sourcewell's
current fleet card and telematics vendor.
For 36 years, we have built our proprietary closed -loop
network that includes acceptance at 95 percent of the retail
fuel locations in the United States. Our network gives fleets
the ability to control purchases in the field, and delivers
comprehensive information and analysis tools that allow
effective operational management and cost reduction.
ABOUT WEX, INC.
Powered by the belief that complex payment systems can
be made simple, WEX Inc. (NYSE: WEX) is a leading
provider of payment processing and business solutions
across a wide spectrum of sectors, including fleet, travel and
healthcare. WEX operates in more than 10 countries and in
more than 20 currencies. WEX fleet cards offer 14.9 million
vehicles exceptional payment security and control, purchase
volume in travel and corporate solutions grew to $39.6 billion
in 2019; and the WEX Health financial technology platform
helps 390,000 employers and 31.8 million consumers better
manage healthcare expenses. For more information, visit
www.wexinc.com.
In the past decade, our business has grown from $318
million in revenue and 725 employees to $1.72 billion in
revenue in 2019, and more than 5,000 employees around
the globe. For the full year 2019, revenue increased 15%
from $1.49 billion in 2018.
GOVERNMENT EXPERIENCE
WEX currently provides fleet fuel cards for 25 states, and
has governmental and tax exempt customers in all 50 states.
Our State customers represent more than 375,000 cards.
WEX also provides fleet card services as a subcontractor to
Citibank under the Federal Government's GSA SmartPay 3
Charge Card Program for 11 federal agencies, including the
GSA Fleet, and the Departments of Homeland Security,
Agriculture, State, Treasury, Commerce, and Energy. These
federal government customers have more than 320,000
cards. In total, WEX services more than 1 million tax-
exempt cards.
WEX also holds cooperative contracts with Sourcewell for
fleet cards and telematics, and the GSA for telematics.
We are an active member of the National Conference of
State Fleet Administrators, continually attending educational
seminars and focus groups to better understand the industry
so we can meet and exceed the needs of our customers.
WEX has been Sourcewell's fleet card vendor of choice
since 2011. We welcome the opportunity to continue what
we feel has been a mutually beneficial relationship for
Sourcewell, its members, and WEX. There are currently
more than 3,200 tax exempt organizations, including five
states utilizing the Sourcewell contract, WEX will continue to
market our best -in -class fleet card program to Sourcewell's
members. Remaining with WEX will help ensure that
Sourcewell and its members continue to receive the benefits
of the WEX Fleet Card program while avoiding a potentially
time-consuming and costly contract negotation and
implementation with a new provider.
*1
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2mF240DOD6B3E1 r__�:L:L n w n
9
rM X- i i
Demonstrate your financial strength and stability with
Powered by the belief that complex payment systems can
meaningful data. This could include such items as financial
be made simple, WEX Inc. (NYSE: WEX) is a leading
statements, SEC filings, credit and bond ratings, letters of
provider of payment processing and business solutions
credit, and detailed reference letters. Upload supporting
across a wide spectrum of sectors, including fleet, travel and
documents (as applicable) in the document upload section of
healthcare. WEX operates in more than 10 countries and in
your response,
more than 20 currencies. WEX fleet cards offer 14.9 million
vehicles exceptional payment security and control, purchase
volume in travel and corporate solutions grew to $39.6 billion
in 2019; and the WEX Health financial technology platform
helps 390,000 employers and 31.8 million consumers better
manage healthcare expenses. For more information, visit
www.wexinc.com.
In the past decade, our business has grown from $318
million in revenue and 725 employees to $1.72 billion in
revenue in 2019, and more than 5,000 employees around
the globe. For the full year 2019, revenue increased 15%
from $1.49 billion in 2018.
Please see the attached financial documents.
10
What is your US market share for the solutions that you are
Although internal market share estimates are confidential,
proposing?
WEX fleet cards offer more than 300,000 governmental and
commercial organizations with approximately 14.9 million
vehicles exceptional payment security and control..
WEX currently provides fleet fuel cards for 25 states, and
has governmental and tax exempt customers in all 50 states.
Our State customers represent more than 375,000 cards.
WEX also provides fleet card services as a subcontractor to
Citibank under the Federal Government's GSA SmartPay 3
Charge Card Program for 11 federal agencies, including the
GSA Fleet, and the Departments of Homeland Security,
Agriculture, State, Treasury, Commerce, and Energy. These
federal government customers have more than 320,000
cards. In total, WEX services more than 1 million tax-
exempt cards.
11
What is your Canadian market share for the solutions that
The WEX Fleet Card is currently accepted at 2,479 sites in
you are proposing?
Canada. This includes 1,834 Esso sites, 213 Mobil sites,
154 Pioneer Energy sites, 82 Shell Flying J sites and 70 7-
Eleven sites. WEX also has signed agreements with
merchants representing an additional 1,067 sites. This
includes 507 Irving Oil sites and 233 Petroles Crevier sites.
12
Has your business ever petitioned for bankruptcy protection?
WEX has not petitioned for bankruptcy protection.
If so, explain in detail.
13
How is your organization best described: is it a
Service provider. This proposal is presented by WEX Bank,
manufacturer, a distdbutor/dealer/reseller, or a service
a Utah industrial bank formerly known as Wright Express
provider? Answer whichever question (either a) or b) just
Financial Services Corporation. WEX Bank is a wholly
below) best applies to your organization.
owned subsidiary of WEX Inc., a Delaware corporation
a) If your company is best described as a
formerly known as Wright Express Corporation. WEX Bank
distributor/dealer/reseller (or similar entity), provide your
and WEX Inc. are collectively referred to herein as WEX.
written authorization to act as a distributor/dealer/reseller for
For more than 36 years, we have built our proprietary dosed -
the manufacturer of the products proposed in this RFP. If
loop network in the United States that includes site
applicable, is your dealer network independent or company
acceptance at more than 95 percent of the nation's retail
owned?
fuel locations. Our network gives fleets the ability to control
b) If your company is best described as a manufacturer
purchases in the field, and delivers comprehensive
or service provider, describe your relationship with your
information and analysis tools that allow effective operational
sales and service force and with your dealer network in
management and cost reduction. WEX, Sourcewell's current
delivering the products and services proposed in this RFP.
fleet card provider, currently processes transactions for
Are these individuals your employees, or the employees of a
commercial and government fleets totaling more than 14.9
third party?
million vehicles. WEX markets its services directly to fleets,
and to businesses as an outsourcing partner for its strategic
relationships. The sales and service delivery associates are
employed by WEX. WEX does not utilize dealer networks to
market, sell, or service the Sourcewell card program offered
in this response.
Il
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258mB3D5=487A=BBO2=F240DOD6B3E1 I=%rIn"iKif "A"
14
If applicable, provide a detailed explanation outlining the
WEX holds all required licenses and certifications.
licenses and certifications that are both required to be held,
and actually held, by your organization (including third parties
WEX Bank is a Utah industrial bank that is regulated by the
and subcontractors that you use) in pursuit of the business
FDIC.
contemplated by this RFIP.
WEX Inc. is SOX and PC-I=DSS compliant.
15
Provide all "Suspension or Debarment' information that has
N/A.
applied to your organization during the past ten years.
Table 3w. Industry Recognition & Marketplace Success
Line
Item
Question
Response
16
Describe any relevant industry awards or recognition that
WEX has regularly been ranked in the Information Week
your company has received in the past five years
Elite 1001 including. as high as 19th.
17
What percentage of your sales are to the governmental
This information is confidential. However, of the
sector in the past three years
approximately 14.9 million WEX cards on the market, more
than 1 million are for tax exempt fleets. This includes 25
state contracts, the existing Sourcewell contract "
(approximately 3,200 organizations) and as a subcontractor
to Citibank under the Federal Government's GSA SmartPay
3 Charge Card Program for 11 federal agencies.
18
What percentage of your sales are to the education sector
This information is confidential.
in the past three years
19
List any state, provincial, or cooperative purchasing contracts
WEX currently provides fleet fuel cards for 25 states, and
that you hold. What is the annual sales volume for each of
has governmental and tax exempt customers in all 50 states.
these contra over the past three years?
Our State customers represent more than 375,000 cards.
WEX also provides fleet card services as a subcontractor to
Citibank under the Federal Governments GSA SmartPay 3
Charge Card Program for 11 federal agencies, including the
GSA Fleet, and the Departments of Homeland Security,
Agriculture, State, Treasury, Commerce, and Energy. These
federal government customers have more than 320,000
cards. In total, WEX services more than 1 million tax-
exempt cards.
WEX also holds cooperative contracts with Sourcewell for
fleet rds and telematics, and the GSA for telematics.
We are an active member of the National Conference of
State Fleet Admini,-M-trators, continually attending educational
seminars and focus groups to better understand the industry
so we can meet and exceed the needs of our customers.
State customers include: Maine; New Hampshire; Vermont;
New York;* Massachusetts; Pennsylvania; West Virginia; North
Carolina; South Carolina; Georgia; Alabama; Florida;
Kentucky; Indiana; Michigan; Illinois; Iowa; Missouri; Arkansas;
Kansas; New Mexico; Utah; Wyoming; Montana; Idaho.
Massachusetts, Kansas, Arkansas, Iowa, and Missouri are all
on the Sourcewell contract.
WEX cannot divulge sales volume figures.
20
List any GSA contracts or Standing Offers and Supply
WEX also provides fleet card services as a subcontractor to
Arrangements (SOSA) that you hold. What is the annual
Citibank under the Federal Government's GSA SmartPay 3
sales volume for each of these contracts over the past three
Charge Card Program for 11 federal agencies, including the
years?
GSA Fleet, and the Departments of Homeland Security,
Agriculture, State, Treasury, Commerce, and Energy. These
federal government customers have more than 320,000
cards. In total, WEX services more than 1 million tax-
exempt cards.
WEX also holds a cooperative contract with the GSA for
telematics.
WEX cannot divulge sales volumes.
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 Exhibit "A"
Table 4: References/Testimonials
Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities.
Entity Name
Contact Name
Phone Number'
State of Georgia, Department of
Administrative Services
Jazzmin Randall, Director, Office of Fleet
Management
404-651-7263 (Office)
678-699-5797 (Cell)
State of Missouri
Adam Wakum, State Fleet Manager
573-751-2235
State of North Carolina
Robert Riddle, Director - Division of
Motor Fleet Management
919-830-1347
Table 5: Top Five Government or Education Customers
Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is
optional), including entity type, the state or province the entity is located in, scope of the project(s), size of
transaction(s), and dollar volumes from the past three years.
Entity Name
Entity Type
State / Province
Scope of Work
Size of
Transactions
Dollar Volume Past
Three Years
Confidential
Government
Florida - FL
Fleet card services
N/A
$270M
Confidential
Government
Georgia - GA
Fleet card services
N/A
$200M
Confidential
Government
Pennsylvania - PA
Fleet card services
N/A
$250M
Confidential
Government
New York - NY
Fleet card services
N/A
$190M
Confidential
Government
North Carolina - NC
Fleet card services
N/A
$150M
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as
applicable. Your response should address in detail at least the following areas: locations of your network of sales and service
providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct
employees (or employees of a third party), and any overlap between the sales and service functions.
Line Question
Response
Item
Bid Number: RFP 080620 Vendor Name: WEX Bank
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23 I Sales force.
The WEX Fleet Card offers acceptance in all 50 states, at
more than 95% of U.S. retail fueling locations, all of which
provide Level III data for Sourcewell's membership
organizations.
Our current strategy utilizes a comprehensive approach to
the government and non-profit sector. Our dedicated
government relationship and sales team focuses on serving
.the needs of government entities. We take a holistic
,approach to these programs, and ensure that all eligible
entities are aware they can take advantage of the
overarching WEX contract. We also create a targeted
marketing plan to support these outreach efforts, and inform
eligible agencies that they can leverage the program to save
money for their agency. Our marketing efforts include direct
mail and email, and they are customized for the respective
entity we are targeting. Communications are structured
around the specific provisions of the contract which the
individual entity can leverage. Our marketing team also uses
mailing addresses provided by the respective state
agencies, when they are made available.
In addition, the internal analytics team utilizes subscription
based databases to acquire contacts and conduct mailings
to the appropriate state agencies. This enables us to
maximize the effectiveness of the relationship, and ensure
that both parties benefit from the fleet program to the
greatest extent possible.
WEX has a fleet card field sales force of more than 20
people dispersed throughout the continental United States.
These members of our sales force are dedicated to selling
our fleet card program and are full-time employees of WEX.
Government Account Managers
WEX has four Government Account Managers —including
Sourcewell's current Government Account Manager, Denise
Baumgart — who focus on servicing and expanding the use
of our larger municipal, federal and state government fleet
customers. Denise is located in Kansas and has been the
Sourcewell's Government Account Manager since 2011.
Denise will continue to meet with interested strategic
members to review the fleet card program and to work
closely with Sourcewell members to provide best practices
that are meaningful and appropriate within your organization,
throughout the life of the contract.
Strategic Account Services (SAS)
For fleets with more than 30,000 gallons of fuel purchased
per month, SAS is the primary day -today contact for your
fleet managers. SAS generally ensures that the program is
working smoothly and also expedites all problems to their
quickest resolution so that the fleet experiences minimal
disruption. SAS can help create reporting that may not be
easily accessible to the Fleet Managers. SAS is based in
South Portland, Maine at WEX Inc. headquarters and can be
reached toll free between the hours of 8 a.m. and 5 p.m.
Eastern time.
Government Account Executives
There are also two Government Account Executives, located
at WEX headquarters in South Portland, Maine, who pursue
piggybacking opportunities with eligible entities for
Sourcewell.
WEX also has an inside sales force of approximately 30
people who take inbound calls from leads generated from
our overall marketing efforts including direct mail, email
marketing and web channels.
Bid Number: RFP 080620
Vendor Name: WEX Bank
DocuSian Envelope ID: 68D9C258mB3D5=487A=BBO2=F240DOD6B3E1 r=_ _,_ .,_ .t „ „ „
24
rM A_ i j
Dealer network or other distribution methods.
N/A.
25
Service force.
Government Account Manager Denise Baumgart will continue
to meet with interested strategic members to review the fleet
card program and to work closely with Sourcewell members
to provide best practices that are meaningful and
appropriate within your organization, throughout the life of the
contract.
Customer Service
The WEX Customer Service Department is available 24
hours a day, 365 days a year, and is staffed by more than
100 service representatives and supervisors. The Customer
Service Department is always available to answer questions,
handle lost or stolen card reports, order replacement cards
and authorize transactions for cardholders and fleet
managers. Customer Service Representatives are also
trained to handle questions regarding account billing and
reporting. Station attendants can utilize an interactive voice
response system (IVR) to obtain quids purchase
authorization. Program administrators can use the IVR to
check balances, available credit limits, or make a payment
by phone.
Additional Services
WEX understands that not all customer needs are met by a
standard call center approach. To ensure and strengthen our
customer service offering, we have developed service teams
within Client Services that have the flexibility and skills to
deliver non-standard service and meet the unique needs of
our customers:
Premium Fleet Services - For fleets with more than
150,000 gallons of fuel purchased per month, the Premium
Fleet Services Account Manager is the primary day -today
contact for your fleet managers. He or she generally ensures
that the program is working smoothly and also expedites all
problems to their quickest resolution so that the -fleet
experiences minimal disruption. Premium Fleet Services
Account Managers help create reporting that may not be
easily accessible to the Fleet Managers. It is Premium Fleet
Services Account Managers' goal that the Fleet Managers
have the necessary data to manage their fleets. PFS
Managers are based in South Portland, Maine and can be
reached toll -free at 877-WEX-CARD between the hours of 8
a.m. and 5 p.m. Eastern time.
26
Describe in detail the process and procedure of your
Our fleet customers cite the customer service experience as
customer service program, if applicable. Include your
the single finest aspect of their relationship with WEX. Our
response -time pabilities and commitments, as well as any
service philosophy is based on matching customer service
incentives that help your providers meet your stated service
personnel with the skills and expertise to meet large and
goals or promises.
small fleet needs at various organizational levels. WEX will
assign experienced Account Managers as the single point of
contact for their programs. Program participants will also
have 24/7 access to trained call renter representatives
(CSR's) available whenever needed. This tiered approach
enables us to provide high levels of customer service at all
times, as well as strategic oversight to work closely with
agency contacts to improve their fleet card program.
The WEX Customer Service Department is available 24
hours a day, 365 days a year, and is staffed by more than
100 service representatives and supervisors. The Customer
Service Department is always available to answer questions,
handle lost or stolen card reports, order replacement cards
and authorize transactions for cardholders and fleet
managers. Customer Service Representatives are also
trained to handle questions regarding account billing and
reporting. Station attendants can utilize an interactive voice
response system (IVR) to obtain quids purchase
authorization. Program administrators can use the IVR to
sheds balances, available credit limits, or make a payment
U
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1 Exhi t
I I �"A"�1��
phone,.
Additional Services
WEX understands that not all
standard call center approach.
customer service offering, we
within Client Services that hay
deliver non-standard service a
our customers:
customer needs are met by a
To ensure and strengthen our
have developed service teams
a the flexibility and skills to
id meet the unique needs of
Premium Flit Services — For fleets with more than
150,000 gallons of fuel purchased per month, the Premium
Fleet Services Account Manager is the primary day -today
contact for your fleet managers. He or she generally ensures
that the program is working smoothly and also expedites all
problems to their quickest resolution so that the fleet
experiences minimal disruption. Premium Fleet Services
Account Managers help create reporfing that may not be
easily accessible to the Fleet Managers. It is Premium Fleet
Services Account Managers' goal that the Fleet Managers
have the necessary data to manage their fleets. PFS
Managers are based in South Portland, Maine and can be
reached toll -free at 877=WEXmCARD between the hours of 8
a.m. and 5 p.m. Eastern time.
Bi-Lingual Call Support — WEX evaluates the need for non-
English speaking CSRs on an on -going basis and will add
reps with different language skills as our business dictates.
The call center currently has French Canadian and Spanish
speaking CSRs on staff. In addition, the call center provides
language translation services through a "Language Line"
which provides translation in over 170 languages.
eServices — This team of online experts provide support for
web -based self -serve customers and are available to answer
technical questions and train customers on web based
products.
Customer Satisfaction
Customer Satisfaction is the bottom line for any service
organization and WEX has developed high standards for
how we deal with our customers. For example, our current
minimum performance goal is to have 70% of calls
answered by a person within 45 seconds.* We set our
standards for customer service by benchmarking against
other card -based call centers. We then strive to exceed
these standards with each call. Measured metrics include:
• Average speed to answer
0 Time to abandon
0 Abandonment rate
• Talk Time
• After -Call Work
0 Handle Time
WEX surveys its customers to gain insight into their
Customer Service experience. Our customers consistently
give us high marks for the service we provide. Additionally,
we record all of our calls and evaluate trends using speech
analytic technology. This provides us with rich, real time
voice of the customer information that is valuable for
enhancing our training programs and informing our product
development activities.
'This is subject to change based on seasonality and call
volumes.
Customer Service Management
At WEX, our management and our staff are tasked with
improving and enhancing the effectiveness and efficiency of
all aspects of our service offering. Our charge is to
maximize resources while creating and maintaining a
balance between work expectations and personal lives.
Keeping first line customer representatives invigorated and
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2mF240DOD6B3E1
xhi it " A "
available to handle the next call requires support from an
extended team of specialists to provide assistance with
complex issues and ensure optimal staffing during peak call
hours.
Customer Service Help Desk is available to support service
representatives with calls that require additional is arch or
specialized knowledge,. The goal is to resolve issues in one
call and provide an immediate response.
Customer Service Trainer is accountable for providing initial,
remedial, and new program training for all CSRs. The trainer
is responsible for establishing the monthly training agenda
for the Team Leaders to complete during the weekly team
meetings.
Technical and Resource Planning Team is responsible for the
daily management of the queues to ensure service levels
are achieved. The team also provides daily, monthly, and ad
hoc reporting for the call center,, They forecast the resources
required and manage the scheduling of associates to
optimize the customer experience.
Skill -Based Call Routing System
WEX employs estate-of-the-art call handling system featuring
skill -based call routing. Our skill -based call routing ensures
that our CSRs do not receive certain types of calls until they
are fully trained to support them. We conduct a rigorous
training and examination phase for all newly hired CSRs,
and provide continuous refresher training to experienced
staff. Only upon successful completion of the training
program, are CSRs allowed to field calls from the
customers, ensuring that they are able to provide the best in
class service that our customers have come to expect from
WEX. Experienced CSRs and team leaders monitor new
staff responses to assure quality and program perfo ance.
Emergency Response
WEX is prepared to support the needs of our Premium
Fleet Services customers in the cases of natural disasters
(e.g., hurricanes, earthquakes), threats to national security,
and military mobilization.
At WEX, we recognize the critical importance of keeping
fuel supplies available so that public sector vehicles can
operate and respond during natural disasters and other
emergencies. We're proud that the fleets we serve have
found our work to be instrumental in their ability to maintain
continuous operations during their most crucial times of
need. Some of the services that can be provided upon
request include the following:
Emergency plan development: we work with each
customer to prepare a plan of response should an
emergency occur
0 Set up of online emergency card profiles, so you can
easily remove or change your card control limits to support
your emergency needs
• Regular updates outlining which networks and fuel
stations are open and active in disaster areas
Our fleet customers - including public sector clients -cite
their customer service experience as the single finest aspect
of their relationship with WEX. Our service philosophy is
based on providing a tiered support structure made up of
highly trained service personnel to meet large and small fleet
needs, including federal, state, county, and city fleets.
eServices
In coordination with Premium Fleet Services and Strategic
Support, eServices provides fleet support for WEX online
tool. The eServices, team strives for one -call resolution and,
Bid Number: RFP 080620
Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 Exhibit "A"
where applicable, customer education on use of our online
products.
Fraud Specialists
WEX' experienced fraud prevention professionals work with
fleets, partners, merchants, and, when necessary, local and
federal authorities in order to minimize fraud, misuse, and
abuse of our fleet card programs. We take a three -pronged
approach to mitigating inappropriate use of cards and card
programs —prevention, detection, and management. The
Fraud Team an extensive network of industry contacts and
association memberships to ensure they are on top of new
trends and developments.
Merchant Services
The Merchant Services group works closely with both our
Merchant Acquisition team and our Tax Department to
achieve maximum acceptance with the greatest level of tax
participation possible. This work includes the recruitment of
new merchant acceptance when requested by a fleet.
Strategic Receivables Services (SRS)
WEX takes a proactive and service oriented approach to
reducing payment delinquency. Our team of receivables
specialists (Strategic Receivables Services) works with large
customers to ensure accurate and on -time billing and
payment. Each customer is assigned a specific receivables
specialist who will be the primary point of contact and will
work closely with the account manager. Your SRS specialist
will work with you to ensure that your billing structure and
payment methods work well for your business and help you
get the most value from your card program.
SRS specialists monitor payments on a daily basis and
make contact with customers that have remitted a payment
amount that does not match the amount due. In this way,
past due balances are cleared up quickly, reducing the need
for costly and time consuming historical reconciliation and
analysis.
27 Identify your ability and willingness to provide your products WEX will continue to market to and provide products and
and services to Sourcewell participating entities in the services to Sourcewell participating entities in the United
United States. States.
28 Identify your ability and willingness to provide your products WEX will market to and provide products and services to
and services to Sourcewell participating entities in Canada. Sourcewell participating entities in the United States.
29 Identify any geographic areas of the United States or N/A. The WEX card is accepted in all 50 states and in
Canada that you will NOT be fully serving through the Canada.
proposed contract.
30 Identify any Sourcewell participating entity sectors (i.e., N/A.
government, education, not -for -profit) that you will NOT be
fully serving through the proposed contract. Explain in detail.
For example, does your company have only a regional
presence, or do other cooperative purchasing contracts limit
your ability to promote another contract?
31 Define any specific contract requirements or restrictions that N/A.
would apply to our participating entities in Hawaii and
Alaska and in US Territories.
Table 7: Marketing Plan
Line IQuestion
Response
Item
32 Describe your marketing strategy for promoting this contract
opportunity. Upload representative samples of your
marketing materials (if applicable) in the document upload
section of your response.
Our multi -channel marketing programs have a demonstrated
track record of successful outreach to large, medium, and
small fleets, including those in the government, education,
and non-profit sectors. WEX has partnered with Sourcewell
since 2011, growing that contract to benefit more than 3,200
members representing over 97,000 cards. WEX also
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1
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currently provides fleet fuel cards for 25 states and has
governmental and tax exempt customers in all 50 states. Our
State customers represent approximately 390,000 cards.
Additionally, WEX provides fleet card services as a
subcontractor to Citibank under the Federal Government's
GSA SmartPay 3 Charge Card Program for 11 federal
agencies, including the GSA Fleet, and the Departments of
Homeland Security, Agriculture, State, Treasury, Commerce,
and Energy. These federal government customers have more
than 320,000 cards. In total, WEX services more than 1
million tax-exempt cards.
We actively manage programs to market to these
government agencies. Our marketing efforts inform eligible
governmental entities that Sourcewell has a fleet card
program, and converts them through education of program
benefits.
WEX has leveraged this proven methodology to promote the
Sourcewell program for the last five years. Our custom
outreach program ensures that eligible government,
education, and non-profit organizations know about the
Sourcewell WEX program, and are aware of the benefits of
enrolling. This ensures that eligible agencies have access to
quickly and easily sign up for the program, in order to
maximize the overall program volume. Our annual efforts
include but are not limited to direct mail, email campaigns,
newsletters, trade show participation, press releases, web
based marketing, online landing pages, and sales visits.
Internal Marketing Capabilities
WEX invests millions of dollars each year in establishing
and delivering comprehensive marketing and sales programs
on behalf of our own WEX Universal card programs, partner -
based proprietary card programs, and our Government Fleet
Card Program. We market to state, local and other eligible
governmental organizations, in order to optimize participation
in their respective card programs.
Our in-house Project and Channel Managers manage our
public relations campaigns, tradeshows, email, web, direct
mail and advertising programs. We also have a fullmtime in-
house design team of professionals who support the
development of collateral, direct mail, traditional print and
web design. We are able to create turn -key programs for
dozens of partners from Exxon Mobil and leasing
companies, to smaller local and regional governmental
agencies.
Through our marketing and sales efforts, WEX has helped
the Sourcewell contract grow from zero cards in 2011 to
over 3,200 customers, 97,000 and annual sales volume of
$185 million in 2019, WEX will continue to actively market
the program, and leverage local and municipal level
relationships to grow the portfolio throughout the contract.
Over the past four years, WEX has invested well over
$200,000 in marketing efforts to the Sourcewell membership.
We would continue our proven marketing and sales
investment over the new contract period.
We utilize a disciplined, data -driven approach for these
programs and track key metrics such as response rate,
close rate, average fleet size, credit approval rate, account
and activation rate, card yield and overall ROL We use
SalesForce.com and Siebel CRM systems to track the
effectiveness of each unique campaign, and review results of
each marketing program in detail, both internally and in
conjunction with our partners. Our approach includes a ready
willingness to try new concepts and approaches
using "champion -challenge' methodology so that we can
learn and compare results of proven campaign approaches
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258mB3D5487A=BBO2=F240DOD6B3E1
Exhl
it " A"
with those of newer test or concept campaigns.
133
Describe your
social media,
effectiveness.
use of technology and digital data (e.g.,
metadata usage) to enhance marketing
WEX utilizes an in-house web marketing team to develop a
comprehensive marketing approach which utilizes the latest
web marketing strategies. We have developed a dedicated
Sourcewell landing pages to inform existing and prospective
state organizations about the Sourcewell Fleet Card
Program. (Example: https:/twww,wexinc,com1texas), We will
use outreach efforts to draw traffic to the site, and
encourage enrollment in the program. This program will be
supported by geographically targeted Search Engine
Marketing (SEM) to drive fleet card applications. WEX will
develop custom email outreach programs to communicate
with eligible Sourcewell organizations. WEX leverages
;organic search placement while effectively managing Search
Engine Marketing and Optimization. WEX has successfully
managed digital web -based marketing programs on behalf of
its partners and has in-house web marketing experts who
are experienced in leveraging this channel for fleet
acquisition and communication.
In the past, our sales force has attended more than 50
annual national, regional trade and local trade shows, in
order to reach key decision makers and establish key
industry contacts. We will leverage Sourcewell at government
trade shows and conferences, to expand awareness of the
program, and convert prospective organizations into
cardholders. All events are managed by an in-house
marketing team which coordinates our event calendar, and
provides follow-up including lead generation, maintenance,
and post -show mailings.
All WEX Sales Associates utilize the SalesForce-com CRM
(customer relationship management) system for effective
territory management, as well as management reporting.
Each member of our sales force uses this system to
manage their territory and move prospective leads through
the sales process to active leads which are followed up on
until they are closed.. Use of the tool gives us a clear view
of individual and team effectiveness, their current 30mday
account forecast and their longer term pipeline. We also use
SalesForce.com to track leads, develop custom email
programs, and distribute marketing collateral to potential
accounts. SalesForce.com would be utilized to track and
manage the WEX Sourcewell sales and marketing program.
jWe depend heavily on technology and digital data in our
marketing efforts. Our marketing department works closely
with our customer insights group (research) to glean valuable
data which allows us to fine-tune our marketing campaigns
and day -today activities. With the recent addition of new
team members in the customer insights group we are now
able to gain even greater direction in our marketing efforts,
thus maximizing their effectiveness.
We are also engaged on a daily basis with a number of
social media networks (Linkedln, Facebook, Twitter, and
Instagram). Through our engagement we receive valuable
feedback from customers. Of course, we also access these
powerful platforms to distribute content that is valuable to our
customers along with occasional marketing messages from
WEX. Lastly, we manage a popular blog where we create
and post on topics of interest to our customers several
times each week.
Bid Number: RFP 080620 Vendor Name: WEX Bank
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34 In your view, what is Sourcewell's role in promoting contracts
ari8
sing out of this RFP? How will you integrate a Sourcewellm
awarded contract 'into your sales process?
35 Are your products or services available through an em
procurement ordering process? If so, describe your em
procurement system and how governmental and educational
customers have used it.
Table 8.m Value -Added Attributes
Sourcewell has been an excellent partner the past nine
years. We would anticipate that Sourcewell would continue to
support their members and WEX as we continue our
marketing and sales efforts to promote the value of the
contract and servicing the existing members utilizing the
contract.
We would ask that Sourcewell continue to include WEX
logos and contact information in existing marketing materials.
We would also expect that the Sourcewell WEX relationship
would be mentioned in new member mailings as well as on
the Sourcewell website. When possible, if available, we
would request access to the Sourcewell membership list, for
use in our email and direct mail campaigns. We would also
ask that any referrals that occur as a result of Sourcewell
outreach efforts be forwarded to WEX for follow-up and
activation. Finally, we have also mound it beneficial to attend
Sourcewell hosted events such as H2O to learn successful
strategies and share our successes with other contract
holders that benefit the Sourcewell membership.
The Fleet Manager module of WEXOnline allows the flit
manager to add, edit, suspend, reactivate and terminate
cards and drivers, to add/manage card controls, view and
download invoice details. You can also:
• Assign card to driver, vehicle or location
• Transfer cards from one account to another
• Group cards into authorization profiles to enforce your
purchasing policies
• Create organizational units or departments to better
organize cards, vehicles and drivers for reporting and
management purposes (initially added during the
implementation phase)
• Ed -it acxount information
ine
Item
Question
i ON
Response
36
Describe any product, equipment, maintenance, or operator
WEX believes that training is the corn erstone for any
training programs that you offer to Sourcewell participating
successful implementation. The Strategic Implementation
entities. Include details, such as whether training is standard
Manager will work closely with you to create a training plan
or optional, who provides training, and any costs that apply.
that will support the needs of members who utilize the WEX
program. A WEXOnline user guide will be provided , as will
a Companion Guide. The Companion Guide will incorporate
any of your business rules with respect to field reporting
requirements and data collection expectations.
For the formalized training, this can be conducted in three
distinct ways. WEX utilizes WebEx as a tool for training;
allowing members to complete training either through a
classroom setting from their desk top or by accessing a pre-
recorded training seminar. These pre-recorded seminars are
helpful as they can be used by new hires after the
implementation has been completed. WEX can also do in -
person training sessions at Manager Meetings or other
venues where your group has been brought together. The
Government Account Manager assigned to the Sourcewell
relationship, Denise Baumgart, will also complete ongoing
training as new products are released or as business needs
require. These trainings will be completed through WebEx
live or pre-recorded sessions. There is no cost for our
training.
37
Describe any technological advances that your proposed
WEX envisions the evolution of technology enabling more
products or services offer.
possible point of sale solutions through proliferation of chip,
mobile payment, and cloudmbased solutions. WEX's strategic
customers are often some of the first adopters of WEX's
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5487A=BBO2=F240DOD6B3E1
x h"I
it "A"
product innovations and pilot programs.
WEX focuses on finding and watching innovations that have
the potential to transform our industry or create a new
vertical. We watch new technologies that might provide
useful applications for new products and services and
competitive advantage in the future. We take special interest
in technologies relating to transaction authorization and
processing, messaging, payment devices, point of sale,
industry hardware and software solutions, new data sources
and other opportunities.
Fleet Advisory Board
The Fleet Advisory Board is a targeted group made up of a
cross-section of WEX's largest fleets. Its role is to represent
the fleet industry with WEX senior leadership, and to provide
key input, ideas and direction to advance WEX's leadership
position in the marketplace. This group meets once or twice
a year, and corresponds regularly via conference calls and
email. Its focus is on strategic initiatives, looking out 3-5
years or more, to support WEX's continued growth efforts.
SPARK
SPARK is'a broad group of fleet administrators and
managers representing more than 50 organizations and
public agencies nationwide. This group includes WEX's
largest and most demanding fleets, and is focused on
providing WEX direction on near -term products and services
(typically 1-3 years out).
WEX Fleet Chip Cards
Working with Gemalto, a world -lass leader in chip
technology, WEX has been developing a proprietary chip
card for three years to meet the EMV liability shift
requirements. This is the first fl0e4-tce
cantric chip applet
designed specifilly for the U.S. fleet industry. This applet is
spec -based and customized for WEX Fleet.
Not all retail fuel merchants will choose to invest in chip
card readers at the point of sale due to the significant
financial investment required; some will accept the risk of
'liability for fraudulent transactions. Because of this, the WEX
fleet card will have both a chip and magnetic stripe for
many years to come.
�I WEX believes it has taken a thoughtful approach to chime
card development.
• WEX's reputation is based on customer security
and satisfaction. WEX did not take the easy route of putting
a consumer based chip applet (Mastercard or Visa) onto its
proprietary card product.
The WEX research and development team
initiated planning years in advance with a goal to define a
lasting standard, and release the highest quality solution at
the right time.
0 WEX's development cycle will provide a seamless
transition to EMV for WEX fleet customers and WEX-
accepting merchants, and will ensure compliance with
hardware and Point of Sale suppliers,.
• WEX chip rds will offer full fleet functionality
upon release, unlike the consumer -level functionality of other
cards.
ClearViewTM'
WEX Fleet ClearViewTM' (detailed in response to the
following question) is a suite of powerful, cloud -based
analyti solutions that automatically organizes, interprets, and
intuitively displays fleet -related information. Critical data is
presented in an intentional layout of simple and informative
visualizations, helping fleet managers monitor operations,
understand trends, benchmark performance, investigate
anomalies, and recognize cost -saving opportunities.
WEX Fleet DriverDash
WEX Fleet DriverDash is an application used by fleet
drivers to activate their fleet cards, enter required prompts,
and purchase fuel at the pump. The solution enables fleet
drivers to authorize a fuel transaction via mobile device and
biometrics from within their vehicle, creating a seamless and
Bid Number: RFP 080620
Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1 r_ _L, 2 L.�:a 11 w n
C:XF11
IL 16%
secure transaction via mobile device. DriverDash captures
receipts electronically.
The DriverDash program is currently available at more than
25,000 Shell, Exxon and Mobil -branded stations across the
continental U.S. and WEX is actively expanding the network
among its accepting merchants.
38
Describe any "green" initiatives that relate to your company
WEX has reduced its carbon footprint by reducing daily
or to your products or services, and include a list of the
deliveries of office supplies and by reducing travel through
certifying agency for each.,
the use of WebEx for many conferences and training. WEX
has also installed energy efficient light bulbs, and timers that
tum off the lights in bathrooms when not in use. A recent
energy audit of our facilities returned a positive review
regarding our energy efficiency. WEX has capital expenditure
money in its budget to further reduce energy consumption.
WEX has a history of working with fleets to assist green
initiatives.
We attend the AFVI conference every year to
understand alternative fuels available, stay informed of the
latest technology and updated legislation. It important for us
to understand what is available to our customers, how they
are affected by the alternative fuels industry and how we can
support them in their green initiatives.
We have worked with EERE to establish a recurring
data exchange for alternative fuel sites.
0 We currently provide custom reporting to our State
customers regarding alternative fuel consumption.
0 We have participated in several Chicago Climate
Exchange audits with our State customers. Although we can't
share specific findings, we encourage the members to
discuss with us our support in providing accurate data to the
exchange or others you may be involved in.
0 Our WEXSmart telematics program helps fleets track
idle and fuel efficiency. We would be happy to provide more
information on this product.
WEX, as a member of Conexxus (formerly PCATS -
the Petroleum Convenience Alliance for Technology
Standards), has been very active in recommending additional
alternative fuel product codes to be included in the NACS
(National Association of Convenience Stores) product cede
standards.
0 WEX has a relationship with the National Renewable
Energy Laboratory that has allowed us to provide an
alternative fuel site directory
39
Identify any third -party issued ecomlabels, ratings or
N/A
certifications that your company has received for the
equipment or products included in your Proposal related to
energy efficiency or conservation, lifemcycle design (cradlemta
cradle), or other green/sustainability factors.
40
Describe any Women or Minority Business Entity (WMBE),
N/A
Small Business Entity (SBE), or veteran owned business
certifications that your company or hub partners have
obtained. Upload documentation of certification (as
applicable) in the document upload section of your response.
Bid Number: RFP 080620 Vendor Name: WEX Bank
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41 What unique attributes does your company, your products, or
your servicesoffer to Sourcewell participating entities? What
Is
makes your proposed solutions unique in your industry as it
applies to Sourcewell participating entities?
WEX is Sourcewell's current fleet card provider and offers
unmatched knowledge of your needs in a fleet card program
for your members, and strategic support from Relationship
Manager Denise Baumgart. Remaining with WEX will allow
Sourcewell and its members to avoid a potentially costly and
time-consuming implementation process.
In general, we believe the following strengths distinguish us
from our competitors:
• Our closed -loop fuel network is driven by direct
contractual relationships with both the merchant and the fleet,
and only WEX transactions can be processed on these
networks. We have built a network that provides over 95
percent fuel location coverage in the United States.
• Our proprietary closed -loop fuel networks also afford us
access to a higher level of fleet -specific information and
control than is widely available on open -loop networks. This
allows us to improve and refine the information reporting we
provide to our fleet customers and strategic relationships.
• WEX accepting merchants are required to be capable
of transmitting Level III data. Level III data capture helps
reduce fraud and provides greater visibility into your fleet
operations with Driver ID and odometer entry required for
each purchase. Fleets that use the WEX card receive
detailed information like product type and description, fuel
grade, cost per gallon, sales tax, and more.
• We offer a differentiated set of products and services,
including security and purchase controls, to allow our
customers to better manage their vehicle fleets. We provide
customized analysis and reporting on the efficiency of fleet
vehicles and the purchasing behavior of fleet vehicle drivers.
We make this data available to fleet customers through both
traditional reporting services and sophisticated web -based
data analysis tools.
• Our proprietary software facilitates the collection of
information and affords us a high level of control and
flexibility in. allowing fleets to restrict purchases and receive
automated alerts.
• We have an experienced and committed management
team that has substantial industry knowledge and a proven
track record of success.
Bid Number: RFP 080620
Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1
Exhibit ,f A If
Table 9w, Warranty (Performance Standards or Guarantees)
Describe in detail your performance standards or guarantees, including conditions and requirements to qualify,
claims procedure, and overall structure. You may upload representative samples of your performance materials (if
applicable) in the document upload section of your response In addition to responding to the questions below.
Un
Question
RItem esponse
42
Describe any performance standards or guarantees that
Fleet Card Distribution: >= 99.5% of fleet cards will be
apply to your services (customer or merchant service
mailed within one (1) business day of the card production
response times, processing time frames, dispute resolution,
date. Calculated by the calendar month
etc.).
Statement Distribution: >= 99.5% of the statements will be
mailed/emailed/placed on FTP site within five (5) business
days of the system printing date. Calculated by the calendar
month
Customer Setup: >= 99.5% of all fleet accounts will be set
up (account data loaded and cards ordered) within three (3)
business days after all of the information necessary for
account setup is obtained and credit has been approved.
43
Describe any service standards or guarantees that apply to
Customer Satisfaction is the bottom line for any service
your services (policies, metrics, KPIls, etc.).
organization and WEX has developed high standards for
how we deal with our customers. For example, our current
minimum performance goal is to have 70% of calls
answered by a person within 45 seconds.* We set our
standards for customer service by benchmarking against
other care! -based call centers. We then strive to exceed
these standards with each call. Measured metrics include:
• Average speed to answer
Time to abandon
• Abandonment rate
0 Talk Time
• After -Call Work
0 Handle Time
WEX surveys its customers to gain insight into their
Customer Service experience. Our customers consistently
give us high marks for the service we provide. Additionally,
we record all of our calls and evaluate trends using speech
analytic technology. This provides us with rich, real time
voice of the customer information that is valuable for
enhancing our training programs and informing our product
development activities.
'This is subject to change based on seasonality and call
volumes.
44
Describe any service contract options for the items included
N/A
in your proposal.
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1
Exhibit "A"
Table 10: Payment Terms and Financing Options
Line
Item
Question
Response
45
What are your payment terms (e.g., net 10, net 30)?
WEX's standard payment terms are 15 days from the date
appearing on your invoice. However, WEX is offering to
continue 26 day payment terms for Sourcewell members and
will comply with any act or law governing payment timing
upon review of such act or law. Please see the attached
Pricing for details.
46
Describe available payment options (frequency, method,
The WEX Fleet Card program offers the following payment
platform, etc.)?
options.
Paper Check
You can pay by check using the remit stub attached to the
invoice. If you ever need to expedite payment, the overnight
payment address is included on the back of the invoice.
Online Payment
You can choose to receive an email notification when your
invoice is ready for online viewing and payment. Payments
scheduled by 3:00 p.m. ET are credited to your account on
the same day and you can pay from up to four different
checking accounts.
ACH
WEX supports customer initiated electronic payment through
Automated Clearing House (ACH).
Direct Debit/EFT
The Direct Debit system is free. You can elect to receive a
Prior Notification fax from us on the morning of the
scheduled debit, informing you in advance of the amount to
be initiated for debit from your demand deposit bank account.
One-time Authorization for Electronic Payment
If you need to expedite payment on the same day, but have
not chosen to make online payments, you can request a one-
time debit from your bank account for the outstanding
balance on your account. (Processing fee may apply.)
Payment terms subject to credit approval.
47
Briefly describe your proposed order process. Include
After an account is signed up through a participation
enough detail to support your ability to report quarterly sales
addendum and implemented on the WEX card program, we
to Sourcewell as described in the Contract template. For
capture the transaction data for each sale on the fleet card.
example, indicate whether your dealer network is included in
This information is summarized by account for the quarterly
your response and whether each dealer (or some other
reporting. WEX does not use a dealer network therefore all
entity) will process the Sourcewell participating entities'
of this information is captured by WEX and provided to
purchase orders.
Sourcewell quarterly in summary format.
48
Do you accept the P-card procurement and payment
WEX does not accept P-Cards for payment.
process? If so, is there any additional cost to Sourcewell
participating entities for using this process?
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 Exhibit "A"
Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product
adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the
Sourcewell Price and Product Change Request Form.
Line
Item
Question
Response
49
Describe your pricing model (e.g., line -item discounts or
WEX offers rebates to Sourcewell members for fuel
product -category discounts). Provide detailed pricing data
purchases made with the WEX Fleet Card. Please see the
(including standard or list pricing and the Sourcewell
attached pricing for the fleet card and ancillary products.
discounted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. If
applicable, provide a SKU for each item in your proposal.
Upload your pricing materials (if applicable) in the document
upload section of your response.
50
Quantify the pricing discount represented by the pricing
WEX Fleet Card rebates are a percentage off the retail
proposal in this response. For example, if the pricing in your
price at the pump.
response represents a percentage discount from MSRP or
list, state the percentage or percentage range.
51
Describe any quantity or volume discounts or rebate
Please see the attached pricing for the fleet card and
programs that you offer.
ancillary products.
52
Propose a method of facilitating "sourced" products or
N/A.
related services, which may be referred to as "open market"
items or "nonstandard options". For example, you may
supply such items "at cost" or "at cost plus a percentage,"
or you may supply a quote for each such request.
53
Identify any element of the total cost of acquisition that is
Please see the attached pricing for the fleet card and
NOT included in the pricing submitted with your response.
ancillary products.
This includes all additional charges associated with a
purchase that are not directly identified as freight or
shipping charges. For example, list costs for items like pre -
delivery inspection, installation, set up, mandatory training, or
initial inspection. Identify any parties that impose such costs
and their relationship to the Proposer.
54
If freight, delivery, or shipping is an additional cost to the
Please see the attached pricing for the fleet card and
Sourcewell participating entity, describe in detail the
ancillary products.
complete freight, shipping, and delivery program.
55
Specifically describe freight, shipping, and delivery terms or
N/A
programs available for Alaska, Hawaii, Canada, or any
offshore delivery.
56
Describe any unique distribution and/or delivery methods or
N/A
options offered in your proposal.
Table 12: Pricing Offered
Line
Item
The Pricing Offered in this Proposal is: x
Comments
57
c. better than the Proposer typically offers to GPOs, cooperative
b and c. Each contract we hold is individually priced, based
procurement organizations, or state purchasing departments.
on a number of variables: volume, length of contract,
payment terms, current economic conditions, customization,
cost to serve, etc. For this reason, the pricing proposed for
this contract is the same or better than what we typically
offer government procurement organizations and state
purchasing departments.
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5m487A=BB02mF240DOD6B3E1
Table 13. Audit and Administrative Fee
Exhibit " A "
9
Item
Question
Response
58
Specifically describe any self -audit process or program that
Internal audits are performed on a three year cycle, based
you plan to employ to verity compliance with your proposed
on risk, e.g. the high risk areas are audited each year.
Contract with Sourcewell. This process includes ensuring that
Various compliance reviews are performed each year as
Sourcewell participating entities obtain the proper pricing,
required by regulations, e.g. generally bank compliance
that the Vendor reports all sales under the Contract each
reviews are done annually. Internal audit also performs
quarter, and that the Vendor remits the proper administrative
consulting engagements to assess the control environment of
fee to Sourcewell.
various major business initiatives, i.e. data center move,
assessments of acquired companies, etc.
WEX has an ISO 27001/27002 based Information Security
Program that includes robust access controls, security
monitoring controls, governance, risk and compliance, backup
and recovery capabilities, regular penetration testing and
vulnerability scanning, strong physical and environmental
controls, policies and procedures, and security awareness
training. Policies and standards are reviewed and updated
annually. Procedures are owned by the individual teams and
are required to meet the standards and also be approved
by their management.
WEX also obtains a SSAE16 SOC1, PCI=DSS certification
over our Millennium platform, and is subjected to regular
reviews and oversight by Internal Audit, External Audit, FDIC
Examiners, and various third parties.
59
Identify a proposed administrative fee that you will pay to
We will issue a quarterly revenue share, in the
Sourcewell for facilitating, managing, and promoting the
accordance with the below Revenue Share Table, based on
Sourcewell Contract in the event that you are awarded a
all Sourcewell members' Monthly
Contract. This fee is typically calculated as a percentage of
Retail Transactions and the tier established in the table
Vendors sales under the Contract or as a per -unit fee; it is
below (the "Rebate")
not aline-item addition to the Members cost of goods.
(See the RFP and template Contract for additional details.)
$0=$50,000,000 quarterly spend: 10 basis points (0.10%)
$50,000,001=$75,000,000 quarterly spend: 12 basis points
(0612%)
$75,000,001+ quarterly spend: 15 basis points (0.15%)
Please see attached Pricing for more details.
Table 14Am Depth and Breadth of Offered Equipment Products and Services
Line
Item Question I Response * _ I
L
so
Provide a detailed description of the equipment, products,
and services that you are offering in your proposal.
In addition to the WEX fleet card program, we are offering
ClearView data analytics and reporting; Telematics, and
Private Site Rebilling.
WEX FLEET CARD
The WEX Fleet Card program, described throughout this
RFP response, offers best -in -class card functionality,
reporting and customer service. With the WEX Fleet Card,
fleets get the tools to manage the entire fleet. From Level III
Data Capture, to spending limits and real time alerts, the
WEX Fleet Card helps fleets of all sizes create operational
efficiencies. WEX's proprietary network captures Level III
data at virtually every accepting location, including essential
information such as a driver ID, vehicle ID, job number or
odometer reading. This is data you can't get from most
bank cards. We help our customers open up savings
opportunities through tighter control over their purchases.
lWorking with the WEX team, cost=conscious fleet managers
scan:
Gain access to granular transaction detail
• Run standard and custom reporting - and identify
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5=487A=BB02mF240DOD6B3E1
Exhal
Olt "A"
opportunities for savings
• Set limits on dollar amounts
ensuring that drivers spend money
vehicle services.
and product types,
only on fuel and related
Our technology and services include: 0
• 99.8% Level 3 data on all transactions (including
remote sites that may only transmit Level 1 or 2 using
MasterCard)
• Nine levels of hierarchy, for more flexible reporting and
billing options
• Advanced card to PIN functions; ability to tie one card
to one PIN, etc.
• More flexible prompting options at point of sale
• Broad acceptance through our proprietary network,
well as expanded acceptance through virtual MasterCard
technologies
• Comprehensive tax exemption program for Federal
State taxes
• Robust online reporting tools through WEXOnline,
including ability to schedule and share custom reports
• Ability to customize data fields and add GL codes
accounts, drivers, vehicles or cards
j • Control over user access to the online system, with
ladvanced administrative functions
as
and
for
WEX is the chosen partner of many branded card programs,
offering universal fleet cards solutions with specific branded
discounts. Should it be advantageous to a State member,
WEX may leverage these branded relationships in the event
an entire State wishes to utilize this contract on a statewide
level.
WEXPayTM'
WEXPayTM' is a tool that enables out -of -network purchases
at an additional 398,000 merchants in the Mastercard
network by utilizing a virtual card interface. Typically used for
independent or geographically remote fuel and service sites,
WEXPayTM' provides the control of a fleet card with the
convenience of a credit card. This tool reduces the number
of outmofmnetwork sites where drivers would have to use an
alternative form of payment.
Using WEXPayTM' in conjunction with a Custom Control fleet
card lets you set the riles for your drivers. Custom Control
cards allow you to set merchant, transaction, and even
product type limits. We apply those limits to both WEX Fleet
Card and WEXPayTm Mastercard transactions. Expanded
coverage combined with integrated reporting and invoicing
can further streamline your fleet purchasing and operations.
How It Works
As a Mastercard issuing bank, WEX uses Single -Use
Account Number technology to authorize aone-time payment
to a merchant. The account number provided to the
merchant by phone is fast and secure -good only for that
one purchase.
When the merchant calls for authorization, the WEX system
applies your purchase controls and collects the same level
of purchase detail, including Prompt ID and odometer.
Details of the purchase are integrated into your WEX Fleet
Card invoice and reports. One card, one invoice, one report
with the same controls and service WEX customers expect.
• Purchases are subject to the Mastercard transaction
processing rules and terms of use, including tax exemption
rules.
WEX FLEET CLEARVIEW
WEX's Fleet ClearView analytics platform gives managers a
dynamic view into their fleet operations. You'll have the ability
to combine and analyze large amounts of data, and use the
results to take corrective action. Whether its identifying and
Bid Number: RFP 080620
Vendor Name: WEX Bank
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understanding short- or long-term trends, reviewing
performance benchmarks or isolating outliers and anomalies,
you will be able to bring your analysis and decision -making
to new levels without the time-consuming, manual calculations.
• Gain a clearer picture of vehicle and driver
performance to identify cost savings opportunities
• Streamline operations to help eliminate redundancies
• Quickly identify areas of your organization that need to
focus on key performance indicators like card activation rate
and price per gallon
Identify outliers and anomalies to reduce fraudulent activity
and identify opportunities for driver education
• View volume and price information by merchant brand
to divert drivers from high -price stations, and negotiate better
rates for heavily -utilized merchants.
• Review purchasing patterns to better understand trends
in expenses
TELEMATICS
With more than 80,000 active telematics accounts across the
US, including Sourcewell members and several government
'agencies, WEX Telematics is one of a select few to provide
precise, customizable GPS tracking solutions to the largest
U.S. fleets. WEX Telematics is alone in its ability to
seamlessly integrate fuel use data from WEX fleet cards into
its analytics package.
Our award -winning U.S.-based customer service will provide
expert fleet consultation and
guidance whenever you need it. WEX Telematics provides
specific hardware and software packages suited to the
individual needs of Sourcewell's members so they can
quantify, analyze and eliminate weaknesses in their fleets.
For example:
0 How much idling and where?
0 How many speeding incidents?
0 How many miles driven per day or week?
• How much fuel consumed?
0 Incidents of seathelt non-use
0 Aggressive driving events
Customer stops per day
0 Miles driven vs customer time
0 Accident reporting
Sourcewell customers are sensitive to fuel prices,
maintenance downtime, and service productivity. Safety is
also a paramount concern. WEX Telematics helps solve all
these challenges.
WEX Telematics users often experience a reduction in fuel
use via decreased idling, speeding and incidents of harsh
acceleration and braking; detecting fuel card misuse;
preventing unnecessary miles by monitoring after-hours
usage; implementing efficient routing; and more.
Our users can also save on maintenance through:
• Decreased idling (one hour of idling is equivalent to 80
to 120 minutes of vehicle wear).
• Decreased speeding (increasing speed from 50 to 60
mph increases maintenance costs 38% and at 70 mph
increases costs 80%; rate of tire wear doubles above 70
mph).
0 Regular engine alerts to schedule proactive maintenance.
WEX Telematics provides helps fleet managers improve
safety - a mission-cdtical task for hospitals - by providing
information on how drivers are behaving in the field and
giving managers the data to craft driver scorecards that
inform incentives and training.
Telematics Cameras
Vehicle cameras are becoming more important to have in
your fleet. With WEX Telematics, managers are able to
modify driver behavior and receive timely video evidence of
critical incidents that is important to insurers. During a time
when controlling expenses is more important than ever,
Bid Number: RFP 080620
Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1M M Exhl'
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combining your WEX Telematics unit with an in -cab camera
and your WEX Fleet Card can help you improve driver
safety, decrease insurance costs, and monitor and minimize
unauthorized fueling.
Video telematics combines vehicle data and driving data to
provide more context around any incident footage while
transmitting the video evidence in real-time over a cellular
network. Video is captured and transmitted to the cloud
based application when a fleet manager defined rule is
broken. These rules can include speeding, harsh braking,
harsh acceleration, rapid change in direction or an accident.
In the case of a collision, video telematics can help provide
the answers to who, what, where, when, and why. Telematics
technology plays an important role in improving the safety of
your drivers and others on the road.
• Support your drivers by helping them improve their
skills and make better decisions
0 Guard your assets by protecting against false claims
and unexplained damage
0 Improve your fleet operations by boosting safety and
reducing risky driving
PRIVATE SITE REPORTING
Private Site Reporting consolidates tracking of onsite and
retail fuel transactions into one comprehensive report,
allowing you to monitor private transactions for abuse
mrougn purcnase controls at tne point oT sale using your
WEX card.
This program provides inAepth reporting of onsite fuel
transactions at the vehicle level integrated with retail fuel
purchases. The system is designed to exclude onsite fuel
transactions from your invoice while providing consolidated
comprehensive vehicle level paper and electronic reporting
along with your retail transactions.
Once installed, your card readers will be required to retain
reportable information so you don't have to.
Just like a retail transaction, the driver initiates the data
capture by entering their Driver ID and odometer. Your card
reader will provide the fuel type, gallons, PPG as
programmed in the card reader, and total sale. Upon
receipt, WEX integrates this key information into your fleet's
usage reporting.
I611products
Within this RFP category there may be subcategories of N/A
solutions. List subcategory titles that best describe your and services.
Table 14B. Depth and Breadth of Offered Equipment Products and Services
Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide
additional comments in the text box provided, as necessary.
.Line
Category or Type
Offered *
Comments
62
Fleet card payments
Go Yes
WEX is Sourcewell's current fleet card „
r No
provider.
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258mB3D5=487A=BBO2=F240DOD6B3E1 �� ��
Pyhih"If L�
63
Mobile application, digital, and/or virtual
0 Yes
WEXs fleet card program includes
payment services
r No
mobile applications as described in our
proposal. We are also jdWoffering
WEXPay, a tool that enables outmofm
network purchases at an additional
398,000 merchants in the Mastercard
network by utilizing a virtual card
interface. Typically used for independent
or geographically remote fuel and
service sites, WEXPay"O provides the
control of a fleet card with the
convenience of a credit card. This tool
reduces the number of outwofmnetwork
sites where drivers would have to use
an alternative form of payment.
64
Fleet payment data analytics
ro Ye s
WEX Fleet ClearView analytics platform
r No
gives managers a dynamic view into
their fleet operations. You'll have the
ability to combine and analyze large
amounts of data, and use the results to
take corrective action,, Whether its
identifying and understanding short- or
long-term trends, reviewing performance
benchmarks or isolating outliers and
anomalies, you will be able to bring
your analysis and decision -making to
new levels without the timemconsurning,
manual calculations.
65
integrated telemati solutions
ro Yes
WEX is also Sourcewell's telematics
r No
provider. WEX fleet data integrates
seamlessly and at no cost with WEX
telematics.
66
Web -based account management and
re Yes
WEXOnline@, WEX's proprietary online
reporting tools
r No
management tool, helps fleet managers
manage their fuel and service expenses
to help maximize operational efficiency.
They can perform day-to-day card and
prompt management as well as
complete analytical reporting, determine
the health of the vehicles, review
spending metrics, and accurately
forecast for future budgeting. This tool
is web -based so they can manage the
fleet from any computer at any time.
67
Private -site fuel location payment or
ro Yes
Private Site Reporting consolidates
data services
r No
tracking of onsite and retail fuel
transactions into one comprehensive
report, allowing you to monitor private
transactions for abuse through purchase
controls at the point of sale using your
WEX card.
This program provides in-depth
reporting of onsite fuel transactions at
the vehicle level integrated with retail
fuel purchases. The system is designed
to exclude onsite fuel transactions from
your invoice while providing
consolidated comprehensive vehicle
level paper and electronic reporting
along with your retail transactions.
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 M:vhihif "A"
68
Electric vehicle charging station fee
r: Yes
In partnership with ChargePoint, the
payment
No
world's largest electric vehicle charging
network, WEX EV FleetCharge offers
EV charging and integrated reporting
for business, government, and transit
fleets. WEX EV FleetCharge is
available to any WEX Fleet Card
customer, and allows WEX customers
to use their WEX Fleet Card account
to charge electric vehicles at more
66,000 ChargePoint charging stations.
ChargePoint will provide an RFID tag
that is used to activate the charging
station and will be connected to your
WEX account. Set your WEX Fleet
Card as the form of payment, then
enter the RFID code and your EV
transactions will be included in your
WEX Fleet Card reporting, noted with
an EV product code. ChargePoint
transactions are billed nightly to your
account.
Table 15: Industry Specific Questions
Line
Item
Question
Response
69
If you are awarded a contract, provide a few examples of
We utilize a disciplined, data -driven approach for these
internal metrics that will be tracked to measure whether you
programs and track key metrics such as response rate,
are having success with the contract.
close rate, average fleet size, credit approval rate, account
and activation rate, card yield and overall ROI. We use
SalesForce.com and Siebel CRM systems to track the
effectiveness of each unique campaign, and review results of x
each marketing program in detail, both internally and in
conjunction with our partners. Our approach includes a ready
willingness to try new concepts and approaches
using "champion -challenger' methodology so that we can
learn and compare results of proven campaign approaches
with those of newer test or concept campaigns.
70
Describe available features or controls that assist with
In our experience, efforts by WEX's Fraud Department, in
mitigation of fraud, waste, or abuse in the solutions offered.
tandem with a customer's use of a fleet management policy,
controls, alerts, and careful review of all reports (including
exception reports) helps substantially reduce exposure to
abuse and fraud, and any associated losses.
WEX has instituted business practices designed to help you
detect and reduce fraud and/or misuse of the WEX card.
WEX's Fraud Department performs three primary functions in
an effort to identify and mitigate fraud on our fleet
customers' accounts:
Primary Functions
• Review Transaction activity
• Identify potentially abusive or fraudulent behavior
• Notify customers when such behavior occurs
Our Fraud Department makes every effort to detect unusual
or excessive purchase activity using constantly evolving
techniques and reporting. If such activity is detected, an
analyst will contact the fleet manager to bring it to their
attention, noting details such as:
"Red Flag" Activity Indicators
• Date and time of purchase
• Merchant location
• Product purchased
• Driver identification number used to conduct the sale
• Dollar amount
Our Fraud Department has been instrumental in providing
recommendations to help reduce the occurrence of fraud,
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proactively working to identify fraudulent transactions, and
working closely with fleets, merchants, and appropriate
authorities to minimize losses and prevent such situations
from continuing or re -occurring.
WEX will terminate compromised cards within 48 hours if
there are no fraudulent transactions on the card. If WEX
discovers a suspicious transaction, the card is terminated
immediately and WEX will attempt to contact the fleet for
verifi tion. If the transaction proves to be legitimate, WEX
can reactivate the card.
There are currently approximately 60 people on WEX's
Global Fraud Strategy and Analyti team. WEX works with
state and local law enforcement in an effort to prosecute
those who commit fraud with the WEX card. WEX attempts
to pro -actively close down at -risk cards before fraud happens.
Monitoring System
In recent years, white plastic fraud has become the most
significant form of fraud in the fleet card industry. White
plastic is the result of a third party stealing card information
and loading that information onto a new card for the
purpose of conducting fraudulent transactions., In the cases
that we see, the data is primarily acquired through devices
placed into Automated Fuel Dispensers (AFDs). The devices
allow the perpetrators to capture the card numbers, Driver
IDs, and odometer readings as they are input at the pump.
It is important to know that it's not just WEX cards that are
affected by gas pump skimming; any other gas or bank
card used at the same pump during the time a devices is in
place, is also at risk of being compromised.
WEX uses the data available to us in an attempt to discern
the Point of Compromise (POC) for each identified
occurrence of white plastic. We use this data to review
other cards used at the same location during the same time
period for possible abuse. Based on this information and
other variables, we determine which cards are most at risk
for having white plastic created.
WEX has recently deployed Safer Payments, an advanced
fraud mitigation system based on Machine Learning
technology. Safer Payments is a true, 24/7 real-time system
that can help detect and prevent fraud by intercepting
fraudulent transactions "in-flight," generating case queues for
subsequent investigation, and in specific cases, triggering
email alerts.
Safer Payments is artificial -intelligence -based software that
can identify risky transactions during the authorization
process within milliseconds. Transactions above a
certain "suspicious level" will be declined, while all other
transactions will be allowed to pass.
Using advanced machine learning algorithms, Safer
Payments continuously "teams" as it aggregates transactions
streaming through the solution to detect trends at a portfolio,
customer, channel, product, and transaction level. WEX
controls the settings that allow the WEX transaction
authorization system to "pass," " pass, but flag for review,"
or "deny' any transaction or group of transactions.
Most traditional "neural" or "anomaly detection" software
solutions rely heavily on pre -coded patterns of transactions
or geolocation monitoring. They lads the ability to learn as
they go and to monitor all levels of a card portfolio. They
also will typically only "flag" a transaction for review, but may
not be able to actually stop a potentially fraudulent
transaction from getting through the authorization process.
Safer Payments 'teams" as it streams transactions through
its logic. Safer Payments is able to monitor trends and
activity at the portfolio, channel, customer, product, and
transaction levels.
The logic within Safer Payments is highly configurable, and,
as fraud trends are identified, will apply past learning,
patterns, and trends to new transactions that stream through
its logic engine. Safer Payments has multiple levels of
detection which can actually prevent a transaction from being
Bid Number: RFP 080620
Vendor Name: WEX Bank
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authorized or can flag a transaction for review by the fraud
team depending upon scoring logic. Safer Payments model
maintenance requires no vendor intervention, enabling WEX
to update models internally on a daily basis.
White Plastic/Skimming
WEX works with authorities at both local and federal levels
to help authorities identify the individuals associated with
white plastic and/or skimming. This level of engagement
sometimes involves undercover surveillance, which could be
jeopardized by an individual pursuing an investigation on his
or her own.
WEX may assume liability (financial loss) for white plastic
,cases. WEX may also require the impacted fleet to submit
a dispute form or an Unauthorized Use Affidavit. This
� notarized document may be requested should the matter be
prosecuted; it enables WEX to submit information in a court
proceeding as evidence. Without the formal notarization, the
claims we are assisting the authorities in pursuing on your
behalf may be disallowed.
It is important to remember that diligence and
responsiveness are also important for fraud mitigation:
• Timely review of transaction data and reports is critical
to fast identification of suspicious activity.
Expeditious reporting (including submission of the
Unauthorized Use Affidavit, if requested) of any suspicious
transactions.
0 Reporting to Customer Service anything unusual seen
at stations, such as a pump that may have been tampered
with/opened or a card reader that appears abnormal.
Security and control
We enable our customers to monitor and control their fleets'
expenditures. Through WEXOnline@, fleet managers qn set
pre -determined limits on spending amount, purchase
frequency, product and service type, and the hours during
which purchases can be made.
Through WEXOnline@, fleet managers can perform realmbme
modifications to any pre -determined limits, and add or
remove driver identification numbers in response to changes
or to prevent theft. They also can elect to be notified by
email when limits are exceeded in eight purchase
categories, including limits on transactions within a time
range, gallons per day and allowable fuel types. Our
purchase controls allow fleet drivers to purchase essential
items and services when needed, but deter them from
making excessive or unauthorized purchases.
Exception Reports
Managing by exception is an excellent way to save time
while ensuring your policies are being followed in the field.
Exception reports work well with purchasing controls to help
fleet managers identify potential fraud or abuse.
Prompt I D
The WEX card cannot be electronically activated without
entering a valid Prompt Identification Number, rendering the
card useless to someone who has found or stolen it. The
authorization process acts as a security measure, and
provides a layer of protection against fraudulent activity. A
valid Prompt ID is required by all users at the point of sale,
providing security to the fleet customer.
ClearViewTM'
WEX Fleet ClearViewTM' is a suite of powerful, cloud -based
analytics solutions that automatically organizes, interprets, and
intuitively displays fleet -related information. Critical data is
presented in an intentional layout of simple and informative
visualizations, helping fleet managers monitor operations,
understand trends, benchmark performance, investigate
anomalies, and recognize cost -saving opportunities.
ClearView's Exceptions Module can help you recognize and
mitigate fraud. Three exceptions that many large fleets use
are:
Over Limit: This exception allows customers to customize the
time period and dollar threshold, which triggers this
KI
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5487A=BBO2=F240DOD6B3E1
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Describe the acceptance network of the card, mobile
application, digital, or virtual payment services offered for
vehicle, aviation, and/or marine fleets, as applicable.
Olt "A"
exception when a vehicle or driver surpasses the set limits.
Since fuel merchants are lagging behind all other industries
in the adoption of EMV chip technology, white plastic has
migrated to the gas station/convenience store industry,. You
can check this exception each day to quickly identify and
terminate compromised cards by, for example, noting the
high number of gallons and transaction count for a particular
vehicle.
Exceeding Tank Capacity: This exception identifies when
more gallons were purchased than the vehicle's tank can
hold. You can use this exception to identify fuel theft and
card skimming. This allows you to notice the drastic
changes in geography, fuel type, gallons, and dollars..
Fuel Mismatch: Customers use this exception to identity
when the type of fuel purchased doesn't align with the type
of fuel required for the vehicle's engine. This exception can
be used for card skimming, driver theft, card swaps, and
policy compliance. For example, you might notice a gasoline -
powered vehicle buying diesel, oftentimes for more gallons
than the vehicle's tank can hold.
ClearView is described in greater detail below.
MERCHANT REQUIREMENTS
WEX accepting merchants and partners agree to establish
the following security procedures to safeguard card sale data
and cardholder information.
1. Inspect pumps daily for signs of tampering, including
unusual equipment near the card reader.
2. Secure dispensers with unique locks and apply secudty
labels as required by local laws.
3. Install adequate lighting, especially above pumps that are
not visible by inside employees.
4. Install security systems, including meras for monitoring
employee and customer behavior.
5. Implement fuel pump shutwoff limits. If needed, WEX can
advise you on recommended shut-off values.
6. Notify WEX immediately in the event of a suspected
breach or compromise at your location(s).
The WEX Fleet Card offers acceptance in all 50 states, at
95% of U.S. retail fueling locations, all of which are required
to transmit Level III data. The card is accepted by all major
oil companies and fuel retailers, as well as independent
merchants, in urban, rural, and remote locations. The WEX
Fleet Card is also accepted at more than 2,000 locations in
Canada.
For a list of accepting locations nationwide, visit
hftp://www,wexinc,com/accepting-locations,
Directories
WEX is always increasing its acceptance coverage. For the
most current information, the WEX corporate website
(www.wexinc.com) includes an online site directory where
fueling locations can be searched by brand, city, state, and
zip code. Site searches can also be done via WEX's web -
based account management and reporting tool, WEXOnline@.
WEXPayTM'
WEXPayTM' is a tool that enables out -of -network purchases
at an additional 398,000 merchants in the Mastercard
network by utilizing a virtual card interface. Typically used for
independent or geographically remote fuel and service sites,
WEXPayTM' provides the control of a fleet card with the
convenience of a credit card. This tool reduces the number
of out-0f-network sites where drivers would have to use an
alternative form of payment.
Using WEXPayTM' in conjunction with a Custom Control fleet
card lets you set the rules for your drivers. Custom Control
cards allow you to set merchant, transaction, and even
product type limits. We apply those limits to both WEX Fleet
Card and WEXPayTM' Mastercard transactions. Expanded
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1
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coverage combined with integrated reporting and invoicing
can fu er streamline your fleet purchasing and operations.
How It Works
As a Mastercard issuing bank, WEX uses Single -Use
Account Number technology to authorize a onemfime payment
to a merchant. The account number provided to the
merchant by phone is fast and secure -good only for that
one purchase.
When the merchant calls for authorization, the WEX system
applies your purchase controls and collects the same level
of purchase detail, including Prompt ID and odometer.
Details of the purchase are integrated into your WEX Fleet
Card invoice and reports. One card, one invoice, one report
with the same controls and service WEX customers expect.
" Purchases are subject to the Mastercard transaction
processing rules and terms of use, including tax exemption
rules.
Adding New Merchants
WEX is always increasing its acceptance coverage for fuel,
service, and marina locations. Because we currently have
acceptance at 95% of all retail fuel sites in the United
.States, our merchant acquisition strategy is driven by the
needs of our fleet customers.
If a customer needs specific merchants added to the WEX
accepting network, the customer should provide the following
information to WEX:
Merchant name
0 Merchant address
0 Merchant contact person
0 Phone and fax numbers
0 Expected utilization/volume from your fleet
• Name and phone number of fleet employee requesting
WEX card acceptance
WEX will work with all interested parties in an attempt to
gain acceptance at the location. This includes either direct
agreements or acceptance through our partnerships with
network sales organizations and acquirers.
Alternative Fuels
Certain WEX accepting merchants supply ethanol, natural
gas (CNG, LNG), propane (LPG), hydrogen, biodiesel,
methanol, and other alternative fuels. WEX has created an
Alternative Fuel Directory using transaction information
passed to us by accepting merchants, and from external
sources such as the Department of Energy. This directory
contains more than 6,000 WEX accepting sites that carry at
least one alternative fuel type. This directory is available
through a download from WEXOnline@, or can be provided
in hard copy for use in vehicles. WEX uniquely reports
ethanol, methanol, CNG, LNG, and biodiesel.
EV FleetCharge
In partnership with ChargePoint, the world's largest electric
vehicle charging network, WEX EV FleetCharge offers EV
charging and integrated reporting for business, government,
and transit fleets. WEX EV FleetCharge is available to any
WEX Fleet, Card customer, and allows WEX customers to
use their WEX Fleet Card account to charge electric
vehicles at more 66,000 ChargePoint charging stations.
ChargePoint will provide an RFID tag that is used to
activate the charging station and will be connected to your
WEX account. Set your WEX Fleet Card as the form of
payment, then enter the RFID code and your EV
transactions will be included in, your WEX Fleet Card
reporting, noted with an EV product code. ChargePoint
transactions are billed nightly to your account.
Aviation and Jet Fuel - AVCARD
WEX customers can manage aircraft fueling, maintenance,
and activity with the AVCARD program. AVCARD - a
complete purchasing solution for fuel and related aviation
services - is a credit card and contract fuel program used
by corporate and private flight departments at both domestic
Bid Number: RFP 080620
Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258mB3D5=487A=BBO2=F240DOD6B3E1
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and international airport locations. In addition to your WEX
Fleet Card account, we can set you up with an AVCARD
account, which is integrated with your WEX account.
AVCARD cards function as both a credit card and a
contract fuel card. You'll only need one card program for
purchasing fuel and services from all AVCARD acceptors
and/or contract fuel suppliers. AVCARD is the most widely
accepted aviation credit card, providing fuel access at 7,500
locations in more than 190 countries. With an AVCARD
account, you automatically participate in their Contract Fuel
Program, which allows you to receive savings on jet fuel
virtually everywhere in the world.
• View and download contact information and a detailed
listing of specific services provided (catering, rental cars,
hangar, etc.)
• Prearrange your fuel and services
• Log in to obtain contract fuel pricing
• Request a firm Price Quote by email
• Report a lost or stolen card online or use the toll -free
number during business hours
WEX customers can sign up and use the convenient
features of the AVCARD program at no additional charge.
Marinas
Fleets can purchase gasoline and diesel fuel at marine
fueling locations through a combination of direct acceptance
of the WEX Fleet Card at marinas with branded oil
locations through electronic point of sale systems, and at
any of the more than 9,500 marina locations that accept a
MasterCard worldwide. The WEX Fleet Card and
WEXPayTM' would be used at these accepting locations just
like any other fueling location to purchase fuel and related
services. Additional terms and conditions apply.
MAINTENANCE PROGRAM
WEX offers several maintenance purchasing solutions to
support fleet needs.
WEX Service Network (WESN)
WEX offers acceptance for service and maintenance needs
through the WEX Service Network. WEX Custom Control
cards can be used to purchase tires, transmissions, brakes,
mufflers, oil changes, glass replacement, car washes, and
other routine vehicle maintenance products and services at
national brand and local service stations, including Goodyear,
Sears, Jiffy Lube, Valvoline, and Bridgestone/Firestone. The
WEX card is currently accepted at approximately 33,000
service sites.
Maintenance Management Solutions -Purchase Log
WEX offers Purchase Log to facilitate payments to
merchants that accept MasterCard. Purchase Log is a web -
based interface that allows fleetmdesignated staff to securely
log in to WEX's MasterCard settlement website and enter
pertinent Level III data associated with a transaction (or
invoice). This can include up to six entry fields for the fleet -
specific data such as billing codes. Once the transaction
information and payment amount is entered, a virtual
card/single use ghost account with expiration dates and
CVC2 values is presented. The fleet provides this to the
merchant for payment.
Using the MasterCard payment network, you see all
requests and approve all transactions before they take place.
You can give your managers different levels of approval,
while maintaining control over larger purchases.
Purchase Log uses Single Use Virtual Accounts to make
secure payments to vendors. It is a safe and secure method
of paying your vendors that lowers the possibility of misuse
or fraud, and significantly reduces your paperwork.
Purchase Log transactions appear on their own invoice and
report since the program is separate from your WEX Fleet
Card account. Reports can often be formatted to be
imported into most customer accounting programs.
The standard Purchase Log billing cycle is monthly, subject
Bid Number: RFP 080620
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to final credit approval. The standard payment term for
Purchase Log is 15 days from the date of invoice and is
subject to final credit approval. This payment term may be
different from that of your fleet acxount. There are several
payment methods available, including standard check, online,
by phone, or via wire or ACH. There is no early payment
discount and there are no extra fees. There may be
associated fees to your account for other types of
MasterCard purchases and services, such as international
currency conversion.
Since Purchase Log uses MasterCard account technology,
it is separate from your WEX Fleet Card account. Additional
terms and conditions and sometimes an additional credit line
apply. WEX Bank may be able to utilize your existing fleet
card credit line (if there is sufficient unused credit) for the
Purchase Log program. Purchases are subject to the
MasterCard transaction processing rules and terms of use,
including tax exemption rules.
WEX Fleet DriverDash is an application used by fleet
drivers to activate their fleet cards, enter required prompts,
and purchase Teel at the pump. The solution enables fleet
drivers to authorize a fuel transaction via mobile device and
biometrics from within their vehicle. DriverDash can help
solve issues like skimming and inaccurate odometer
readings with secure, in -vehicle transactions. DriverDash
captures receipts electronically.
The DriverDash program is currently available at more than
25,000 fueling stations across the continental U.S. and WEX
is actively expanding the network among its accepting
merchants.
72 If offering payment services for electric vehicle charging In partnership with ChargePoint, the word's largest electric
station fees, describe available data collection and sharing vehicle charging network, WEX EV FleetCharge offers EV
options. charging and integrated reporting for business, government,
and transit fleets. WEX EV FleetCharge is available to any
WEX Fleet Card customer, and allows WEX customers to
use their WEX Fleet Card account to charge electric
vehicles at more 66,000 ChargePoint charging stations.
ChargePoint will provide an RFID tag that is used to
activate the charging station and will be connected to your
WEX account. Set your WEX Fleet Card as the form of
payment, then enter the RFID cede and your EV
transactions will be included in your WEX Fleet Card
reporting,, noted with an EV product cede. ChargePoint
transactions are billed nightly to your account.
173
Explain the value-added tools offered for fleet data analytics,
integrated telematics, data file transfer and validation, private -
site fueling solutions, fleet technology interfaces, etc.
In addition to the WEX fleet card program, we are offering
ClearView data analytics and reporting; Telematics; and
Private Site Rebilling.
WEX FLEET CARD
The WEX Fleet Card program, described in detail
throughout this RFP response, offers best -in -class card
functionality, reporting and customer service. Our technology
and services include:
99.8% Level 3 data on all transactions (including
remote sites that may only transmit Level 1 or 2 using
MasterCard)
• Nine levels of hierarchy, for more flexible reporting and
billing options
• Advanced card to PIN functions; ability to tie one card
to one PIN, etc.
More flexible prompting options at point of sale
Broad acceptance through our proprietary network, as
well as expanded acceptance through virtual MasterCard
technologies
40 Comprehensive tax exemption program for Federal and
State taxes
0 Robust online reporting tools through WEXOnline,
including ability to schedule and share custom reports
Ability to customize data fields and add GL codes for
U
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1��
Exhl it A��
I I accounts, drivers, vehicles or cards
• Control over user access to the online system, with
advanced administrative functions
WEX FLEET CLEARVIEW
WEX's recently released WEX Fleet ClearView analytics
platform gives managers a dynamic view into their fleet
operations. You'll have the ability to combine and analyze
large amounts of data, and use the results to take corrective
action. Whether its identifying and understanding short- or
long-term trends, reviewing performance benchmarks or
isolating outliers and anomalies, you will be able to bring
your analysis and decision -making to new levels without the
time-consuming, manual calculations.
� • Gain a clearer picture of vehicle and driver
performance to identify cost savings opportunities
Streamline operations to help eliminate redundancies
Quickly identify areas of your organization that need to
focus on key perfoance indicators like card activation rate
and price per gallon
Identify outliers and anomalies to reduce fraudulent activity
and identify opportunities for driver education
• View volume and price information by merchant brand
to divert drivers from high -price stations, and negotiate better
rates for heavily -utilized merchants.
• Review purchasing patterns to better understand trends
in expenses
TELEMATICS
WEX Telematics is a suite of Telematics solutions carefully
assembled to meet the needs of the WEX fleet customer
base. Our best in class technologies leverage GPS for
tracking and are driven by innovative hardware, software and
reporting capabilities. We partner with you to accomplish
your specific business goals, such as:
Is Maximize the utilization and productivity of your
workforce and vehicles
0 Reduce overall operating costs and improve revenue
Reduce fuel costs
0 Reduce risk and Improve safety and compliance
• Improve customer experience and relations
0 Help you become a greener company
We take a consultative approach to fully understand your
specific business case and carefully select the solution that
best meets your needs. We help you leverage industry best
features and reporting options.
What makes us different?
0
trust
Gass
More than 30 years of fleet expe9
rience
Consultation and guidance from DeODle
A suite of solutions to
Proven implementation
Best in class products
customer service
you know and
meet your specific business case
process to simplify enablement
backed by US -based world
0 Innovative fuel/GPS integrated products to help curb
Icard abuse
Features
- Dashboards
- Mapping
- Real -Time Alerts
(e-mail or text)
Speed violations
Idling
Landmark entry/exit
Odd -hours usage
• Diagnostic trouble codes (optional)
Odometer -driven maintenance
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1
Exhibit "A"
I I I Reports
• Begin/end of day
• Stop and drive time
• Engine operating performance data and statistics
• Fuel usage, MPG
• Fuel guard
• Safety violations
• Custom reporting options
PRIVATE SITE REPORTING
Private Site Reporting consolidates tracking of onsite and
retail fuel transactions into one comprehensive report,
allowing you to monitor private transactions for abuse
through purchase controls at the point of sale using your
WEX card.
This program provides in-depth reporting of onsite fuel
transactions at the vehicle level integrated with retail fuel
purchases. The system is designed to exclude onsite fuel
transactions from your invoice while providing consolidated
comprehensive vehicle level paper and electronic reporting
along with your retail transactions.
Once installed, your card readers will be required to retain
reportable information so you don't have to.
Just like a retail transaction, the driver initiates the data
capture by entering their Driver ID and odometer. Your card
reader will provide the fuel type, gallons, PPG as
programmed in the card reader, and total sale. Upon
receipt, WEX integrates this key information into your fleet's
usage reporting.
Exceptions to Terms, Conditions, or Specifications Form
Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been
incorporated into the contract text.
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 Exhibit "A"
Documents
Ensure your submission document(s) conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole
responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can
be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped
file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission
format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."
• Financial Strenqth and Stability - 2019 Annual Report to Stockholders. pdf - Thursday July 30, 2020 10:17:17
• Marketing Plan/Samples - Marketing Plan-Samples.zip - Thursday August 06, 2020 06:43:26
• WMBE/MBE/SBE or Related Certificates (optional)
• Warranty Information (optional)
• Pricing - Pricing.zip - Thursday August 06, 2020 14:10:01
• Additional Document - Additional Documents.zip - Thursday August 06, 2020 14:04:47
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2mF240DOD6B3E1
Proposees Affidavit
Exhibit "A"
PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to
bind the Proposer to this Affidavit and Assurance of Compliance:
1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in,111good
standing in the jurisdiction of its residence.
2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of
evaluation for contract award.
3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal
independently and the Proposal has been created without colluding with any other person, company, or parties that have
or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud
or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or
business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has
not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if
Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any
other entity that has submitted or will submit a proposal for this solicitation.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or
circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists
when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be,
impaired.
5. The contents of the Prop - -osal have not been communicated by the Proposer or its employees or agents to any person not
an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due
Date of this solicitation.
6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services
in accordance with the terms, conditions, and scope of a resulting contract.
7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or
certifications necessary to deliver such equipment, products, or services under any resulting contract.
8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means
that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -
quality products and related services to Sourcewell Members under an awarded Contract.
9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.),
either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are
considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become
public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade
secret," and thus nonpublic data under Minnesota's Data Practices Act.
11. Proposer its employees, agents, and subcontractors are not:
a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258-B3D5-487A-BB02-F240DOD6B3E1 Exhibit „A„
Assets Control of the United States Department of the Treasury found at:
hftps://www.treasury.aov/ofac/downloads/sdnIi
b. Included on the government -wide exclusions lists in the United States System for Award Management found at:
https://www.sam.gov/portal/3: or
c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian government, as
applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been
convicted of a criminal offense related to the subject matter of this solicitation.
r- By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to
submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and
enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability
solely because an electronic signature or electronic record was used in its formation. - Tim Laukka, President and CEO,
WEX Bank
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission,
and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in
the bid.
r Yes r No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
I have reviewed the
File Name below addendum and pages
attachments (if
applicable)
Addendum_2_Fleet_Payment_Solutions_RFP080620 r
Wed July 29 2020 05:48 PM
Addendum _1_Fleet_Payment_Solutions_RFP080620
ry
Sun July 5 2020 09:09 AM
Bid Number: RFP 080620 Vendor Name: WEX Bank
DocuSign Envelope ID: 68D9C258=B3D5=487A=BB02mF240DOD6B3E1 �� ��
Exhibit A
080620-WEX
Wex Universal — Terms and Conditions for Government Fleets
EX Bank, afederally-insured UtahA11110trial bank ("Issuer"), would like to provide and propose the following terms (the "Agreement") to be included in
any resulting contract between Issuer and your contracting agency or entity ("Customer"). The Agreement is specifically related to our product offering
and banking regulations for issuing credit.
The definitions on Schedule A apply for purposes of this Agreement.
1. Use of Account
� I
The Account may be used to make purchases at merchants participating in the WEX network. Customer agrees that the Account and a Card may only be
used for business purposes, and not for any agricultural or personal, family, or household purposes. Customer shall adopt and follow internal policies and
controls to ensure that the Accounts and Cards are used strictly for business purposes. Purchases of lottery tickets or other games of chance, gift cards, pre-
paid cards or other cash equivalent charges are prohibited.
2.Account Users.
2.1 Customer shall designate Account Users as well as those contacts authorized to: (a) provide Issuer with the information necessary to establish and
maintain Account(s), Cards, and DINs; (b) provide vehicle, driver and other information; (c) receive all Account numbers, Cards or reports; (d) receive
other Account information; and (e) select additional products and/or services that may be offered. Customer will provide notice of any change or removal
of any contact or Account User either in writing, by telephoning Issuer's customer service department or through Issuer's online system. Issuer is authorized
to take instruction from any Account User or contact with apparent authority to act on Customer's behalf. Unless Customer reports any errors in Account
information or Canis, Issuer is entitled to rely on that information for servicing the Account. Customer shall ensure that each Account User complies with
the terms and conditions of this Agreement. Customer is liable for any employee misuse of Cards.
2.2 Customer is responsible for notifying Issuer of any revocation of authority of an Account User to use a Card or the Account. An Account User shall
be deemed to have authority to use a Card and the Account until Issuer receives notice of revocation of authority from Customer in the manner required by
Issuer and Issuer has a reasonable time to act on the notice, notwithstanding whether any such use is consistent with any limitations on use imposed on an
Account User by Issuer.
2.3 Customer assumes all risk if Customer chooses to leave a Card at an accepting location for use by its drivers or Account Users and, as such, agrees to
pay for all charges made with that Card or on that Account. Customer agrees to keep DINs confidential and ensure that its employees or Account Users do
not disclose any DIN. Customer is liable for any Unauthorized Use that results if an Account User or other employee discloses a DIN or writes a DIN on a
Card, even if the disclosure is inadvertent or unintentional. Customer shall not provide actual, implied or apparent authority to any Person to use a Card or
the Account except for an Account User.
3. Credit Limitand Authorizations.
� I
3.1 Issuer will notify Customer of the Credit Limit assigned to the Account. Customer shall ensure that the balance of the Account does not exceed the
assigned Credit Limit. Issuer may change the Credit Limit in its sole discretion without prior notice, except as may be required by applicable law. Issuer
may, but is not required to, permit Customer to exceed its Credit Limit. Customer must comply with the Credit Limit even if Issuer has previously permitted
Customer to exceed the Credit Limit. Customer shall, immediately upon request, pay the amount over the Credit Limit.
3.2 Issuer has sole discretion to determine whether to establish an Account and extend credit to Customer. Issuer may suspend an Account or refuse to
authorize any Transaction in its sole discretion for any reason, including in the event that: (a) any balance is past due; or (b) the amount of the Transaction
plus the outstanding balance (inCluding Transactions authorized but not yet posted) exceeds the Credit Limit.
4. Controls.
4.1 Customer may request that Controls be applied to the Account. The availability and effectiveness of Controls is dependent upon each merchant's
adoption of Card specifications and the information, including product codes that the merchant transmits to Issuer. The product codes are assigned by each
merchant and not by Issuer. In addition, some Controls are not enforceable at island card readers due to equipment restrictions at the merchant location.
There are inherent limitations on the ability of Controls to limit the use of Cards in the manner intended.
4.2 Issuer may, in its sole discretion and without prior notice, modify Controls for the purpose of, among others, the prevention of suspected fraudulent
activity. Issuer may apply default Controls on its portfolio of accounts. Issuer will use reasonable efforts to notify Customer after any modification to a
Control setting is made. Customer shall review and manage the account set-up for all Cards based on Customer's specific purchasing needs. Customer
agrees it is responsible for reviewing fraud control data provided by Issuer for the purpose of detecting fraud that may occur within Control parameters.
4.3 Default Control values are modified through the online product. More detailed inform on and certain limitations regarding Controls is provided
online. Only Transactions submitted for authorization are subject to Controls and those Controls can only be enforced when the merchant provides sufficient
information as part of the authorization.
4.4 Controls are provided for the convenience of Customer in its efforts to manage usage of Cards and the Account. Issuer encourages Customer to set
Controls in a manner that Customer determines is most likely to conform usage of Cards and the Account to the purposes determined by Customer.
However, Issuer is not responsible for the prudence of any particular Control level selected by Customer. Customer shall be liable for all Transactions,
regardless of Control settings selected by Customer or the effectiveness of the Controls, except as expressly provided in this Agreement or under applicable
law.
5. BiHigg and Payments.
5.1 [Customer shall make payment in accordance with, and within the time specified in, any specific prompt payment laws to which Customer is subject.]
Issuer will provide Customer with a billing statement for each Billing Cycle in which the Account has activity. Customer agrees to pay Issuer in full on
or before the relevant cutoff time on or before the Due Date.
5.2 Customer will pay Issuer for all credit extended under the Account,, as well as any fees and charges, as provided in this Agreement. Customer is liable
for all Transactions on the Account to the fullest extent permitted by applicable law, except as expressly provided in this Agreement. Customer may pay
the entire balance of the Account or a portion of it, at any time prior to its Due Date without penalty.
5.3 All payments must be made in United States dollars, using checks or similar payment instruments drawn on financial institutions in the United States
15
or by payment through the Automated Clearing House network in accordance with Issuer's requirements.
5.4 Payments made via paper check are posted to the Account after processing and must arrive at Issuer at least two Business Days before the Due Date
Rev. 2/2020 19
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1 �� ��
Exhibit A
080620-WEX
on the billing statement It can take up to two Business Days to process a check from the time the envelope containing a check arrives at Issuer's facility
to posting of the check amount to the Account.
5.5 For payments not made by paper check, payments on a Business Day before the cut-off time in this Section 5.5 (the "Cut-off Time") will be posted
on that Business Day. Payments after the Cut-off Time on a Business Day, or on a day other than a Business Day, will be posted on the following Business
Day. The Cut-off Times for payments not made by check are as follows: a payment transaction made via Issuer's online payment portal must be completed
by 3:00 p.m. ET; a payment transaction made via IVR must be completed by 3:00 p.m. ET; and a payment transaction made via ACH must arrive to Issuer
by 3:00 p.m. ET.
5.6 Regardless of payment method, Customer must ensure that Customer's account number is provided with the payment. Failure to do so will cause
processing delays in posting the payment to the Account. Payments that are received at locations other than the address specified on the billing statement,
or that do not otherwise comply with instructions on the billing statement or the Agreement, maybe delayed in posting.
5.7 Payments will be applied first to fees and then to other amounts owing on the Account. Issuer, in its sole discretion, may determine when to restore
available credit in the Credit Limit after crediting a payment to an Account.
6. Reports.
Issuer provides Transaction data for the Account to the Customer as transmitted by merchants. Customer is responsible for reconciling that data. Issue
will report the data received from merchants and as such is not liable for the accuracy or completeness of the data received, posted, or contained in any
specialty reports, management reports, data services, or other information services provided. In addition, Customer understands that in the event an error
is identified in a report, such as an incorrect product code, Customer is still liable for the Transaction, but may follow the dispute process as described in
this Agreement.
7. Late Fees.
7.1 Late fees to be applied and paid in accordance with any specific prompt payment laws to which Customer is subject.
8.Otber Fees.,
Ine,.;AA;+aton to Late Fees, Customer agrees to pay the additional fees in the amounts and as described on the Fee Schedule.
9. Disputed Amounts.
9.1 Customer shall use its best efforts to resolve any disputes regarding Transactions directly with the relevant merchant, including any dispute related to
the quality of goods or services that are purchased in a Transaction or any warranty received in connection with a Transaction.
9.2 All billed charges must be paid in full regardless of reported disputes. Charges must be disputed in writing within sixty (60) days from the billing date
or they will be final and binding. Customer may dispute an amount reflected on a billing statement if: (a) the amount does not reflect the face value of the
Transaction; (b) the amount being disputed is a fee that is not properly accrued under this Agreement; or (c) Customer does not believe it is liable for that
amount.
9.3 Transactions made at an island card reader where Customer or Account User did not obtain a receipt at the time of sale are eligible for dispute. However,
the receipt may provide the only opposing record to the Transaction information submitted by the merchant. In addition, island card reader Transactions
require both a valid Card and DIN to be authorized and often disputes regarding such transaction are the result of an Account User failing to comply with
limits on Card usage imposed by Customer, which does not constitute Unauthorized Use or relieve Customer from liability for the Transaction.
9.4 Certain Transactions in dispute may qualify for charge back to the merchant. Issuer will use reasonable efforts to charge the Transaction back to the
merchant in accordance with Issuer's procedures under its merchant acceptance agreement with the merchant. Any charge back paid by the merchant to
Issuer will be credited to the relevant Account. Customer may be liable for the Transaction if the disputed item cannot be charged back to the merchant.
10. Unauthorized Use.
10. 1 If Customer or an Account User knows of or suspects the loss or theft of a Card or Account or possible Unauthorized Use, or if Customer would like
to terminate authority of an Account User to use a Card or Account, Customer will notify Issuer by immediately calling 1-866-544-5796. Customer shall
adopt and maintain reasonable security precautions and controls to prevent Unauthorized Use.
10.2 Except as provided in Section 10.3, Customer will be liable to Issuer for all Unauthorized Use of a Card or Account: (a) that occurs before Customer
provides Issuer with notice that a Card is lost or stolen or other possible Unauthorized Use of an Account provided in Section 10. 1 of this Agreement; or
(b) Issuer determines that such Unauthorized Use would have been prevented by Customer adopting and following reasonable security precautions and
controls surrounding the Cards or Accounts as described in Sections 1, 4 and 10. 1 of this Agreement. A failure by an Account User to comply with
Customer's internal policy regarding use of an Account or Card does not, by itself, result in Unauthorized Use of an Account or Card.
10.3 If Issuer has provided Customer with fewer than ten (10) Cards to access the Account, Customer's liability for Unauthorized Use of a Card will be
limited to the lesser of fifty dollars ($50) or the amount of money, property, labor or services obtained by the Unauthorized Use of the Card before
notification is provided to Issuer of a lost or stolen Card or potential Unauthorized Use of a Card. The limitation on liability for Unauthorized Use of a Card
as described in this Section 10.3 shall apply irrespective of any other provision of this Agreement and this Section 10.3 shall control in the event of any
inconsistency between this Section 10.3 and any other provision of this Agreement.
10.4 Customer will use reasonable efforts to recover a Card from any Person whose authority to use Customer's Account has terminated or from any
unauthorized individual with possession of or access to a Card. Customer will give Issuer and any law enforcement authority reasonable assistance with
any investigation and prosecution with respect to Unauthorized Use, including without limitation, obtaining an affidavit or similar written, signed statement
from the applicable Account User.
11. Representations by Customer.
Customer represents and warrants to Issuer that: (a) this Agreement constitutes the legal, valid, binding, and enforceable agreement of Customer; and (b)
that Customer's execution and performance of this Agreement (i) does not constitute a breach of any agreement between Customer and a Person other than
Issuer, or of any duty arising in law or equity, (H) does not violate any law, rule or regulation applicable to Customer, and (M) if Customer is an organization,
is within the organizational powers of Customer and has been authorized by all necessary organizational action of Customer.
A. Other Obligations ot'Customer,
A.1 Customer shall provide information requested by Issuer for purposes of Issuer's compliance with federal law related to customer identification and
verification, including, but not limited to, name, address, date of birth, and other application information to identify the Customer and/or Account Users.
Rev. 2/2020 20
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2=F240DOD6B3E1 �� ��
Exhibit A
080620-WEX
A.2 Issuermay investigate the financial condition of Customer and its subsidiaries and affiliates at any time. If requested, Customer agrees to furnish
Issuer copies of its official and finalized financial statements or other applicable financial information no later than one hundred twenty (120) days
following the end of each of its fiscal years. The financial statements shall have been prepared, consistently year -over- year and shall be in accordance
with the books and records of Customer. Any financial information submitted shall be kept confidential by Issuer is accordance with Section 20.
A.3 Customer agrees to provide written notice (a) in advance of any change to its legal name or in the ownership of Customer, (b) in advance of any
change in the organizational structure of Customer, including any merger or reorganization, or sale of substantially all of Customer's assets, (c)
immediately if Customer becomes insolvent or the subject of bankruptcy or insolvency proceedings, or (d) immediately after any appointment of a receiver
or trustee for the benefit of creditors of Customer.
B . Amendment
Customer agrees that Issuer may change the rates, charges, and other terms of this Agreement, including the Fee Schedule, as well as introduce new terms
and fees to the fullest extent permitted under applicable law. Issuer will provide Customer with any notice of such change as required by applicable law.
Any change in the terms and conditions of the Account may be applied to the outstanding balance on the Account to the extent permitted by applicable
law.
14. Term and Termination.
14.1 This Agreement is effective when a Card is issued to Customer or Issuer opens an Account for Customer and shall remain in effect until terminated
by a Party. Customer and Issuer each shall have the right to terminate this Agreement for any reason. Issuer's right to terminate this Agreement pursuant
0
to this Section 14.1 are in addition to Issuer's termination rights under Section 15 if Customer is in Default and under Section 14.5 in connection with the
termination or modification of products or services.
14.2 Customer shall exercise its termination right under Section 14.1 by providing written notice to Issuer. Issuer shall have a reasonable amount of time
to terminate the Account after receiving a notice of termination from Customer. Issuer shall provide Customer with any notice required by applicable law
in connection with the exercise of its termination right under Section 14.1.
14.3 Customer shall not use a Card or the Account to make a purchase after termination of this Agreement. Customer shall return to Issuer, or provide
verification of the destruction of, all Account numbers or Cards. Customer may retain a copy of any records or Account information for archival or data
retention purposes.
14.4 The terms and conditions of this Agreement shall continue to apply until all amounts owing with respect to the Account are paid in full and Customer
has performed all of its obligations under this Agreement. As a result, after termination, Customer remains obligated to pay for all amounts owing on an
Account and charged under this Agreement after termination. Section 19 (Arbitration), Section 20 (Confidentiality) and Section 21 (Program Information)
shall survive indefinitely.
14.5 Issuer may, for any reason, elect to terminate or modify any product or service described in this Agreement, or provided in connection with the
Account in which Customer or an Account User has enrolled, upon such notice (if any) as maybe required by applicable law.
15,De ult by Customer.,
15.1 Customer will be in "Default" under this Agreement if: (a) Customer fails to perform any obligation under this Agreement; (b) a representation or
warranty by Customer in connection with this Agreement was incorrect or misleading when made; (c) any petition in bankruptcy, insolvency, receivership,
or reorganization or proceeding pursuant to any other debtor relief law is filed by or against Customer; (d) any order is entered appointing a receiver,
custodian., trustee, liquidator, or any other person with similar authority over the assets of Customer; (e) there is an insolvency, dissolution, reorganization,
or assignment for the benefit of creditors with respect to Customer, or any other material adverse change in the financial condition of Customer; (f) any
adverse judgment, order or award is entered against Customer that has a material adverse impact on the financial condition of Customer or a detrimental
effect on the ability of Customer to perform its obligations under this Agreement; (g) Customer is in default under any other agreement between Customer
and Issuer or its affiliates; or (h) any event described in Section 15. 1 (a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or
otherwise defaults in its obligations under a guaranty.
15.2 If Customer is in Default: (a) Customer will not have any further right to borrow under this Agreement; (b) Issuer may declare all outstanding
amounts under the Account to be immediately due and payable; (c) Issuer may terminate this Agreement; and (d) Issuer will have the right to bring suit
and exercise all rights and remedies available under applicable law. In addition, if Customer is in Default, Issuer may, in its sole discretion, suspend all
services and obligations, shorten the billing cycle, and change the payment terms. A suspension of services or obligations will not be deemed a waiver of
any right to terminate this Agreement, whether as a result of the Default to which such suspension of services or obligations relates or otherwise. Customer
agrees to pay any and all costs (including reasonable attorneys' fees) incurred by Issuer in enforcing Customer's obligations under this Agreement.
16. Foreign Transactions.
16.1 Cards are issued for use by Customer's operations based in the United States, but may be used in Canada. Customer may not distribute a Card to a
Person based in a country other than the United States. If a Card is used in any country other than the United States, Customer will: (a) be billed in U.S.
Dollars; (b) receive reporting in English; and (c) pay the currency conversion fee as reflected in the Fee Schedule (unless such fee is waived).
16.2 Issuer will convert any Transaction made in a foreign currency into a U.S. Dollar amount before the Transaction is posted to the Account. The
exchange rate between the Transaction currency (the foreign currency) and the billing currency (U.S. Dollars) used for processing an international
Transaction is a rate selects by Issuer using rates available in wholesale currency markets for the date that the Transaction is posted by Issuer, which rate
may vary from the rate Issuer itself receives, or the government mandated rate in effect at that time. The conversion rate used on the posting date may differ
from the rate applicable on the date of the Transaction.
17. Limitations on Liability.
Issuer shall not be liable for any loss sustained by Customer or any other Person resulting from any act or omission by Issuer or any other Person, whether
with respect to the exercise or enforcement of its rights or remedies under this Agreement or otherwise, unless the loss is caused by Issuer's gross negligence
or willful misconduct. Issuer's liability shall be limited to actual damages incurred by Customer as a direct result of Issuer's gross negligence or willful
misconduct. Issuer's liability for actual damages shall not exceed the sum of: (a) all fees paid by Customer to Issuer under this Agreement in the twelve
(12) month period prior to the date when any claim is made against Issuer; plus (b) all other revenue earned by Issuer for all of Customer's Transactions
made in the twelve (12) months prior to the date of any claim made against Issuer. In no event will Issuer be liable for incidental, special, consequential or
punitive damages and Customer expressly and unconditionally waives any right to such damages. Except as otherwise required under applicable law, Issuer
Rev. 2/2020 21
DocuSign Envelope ID: 68D9C258mB3D5487A-BBO2=F240DOD6B3E1 �� ��
Exhibit A
080620-WEX
makes no warranty with respect to goods, products, merchantability, or so -vices purchased with a Card or the Account, or through Issuer. Issuer is not
responsible for any failure of a merchant to accept the Account or a Card.
17. 1 Issuer is not liable to Customer for any loss, liability or damages that Customer suffers as a result of, related to, or in any way are connected with any
fraud control or purchase restriction measures Issuer elects to implement from time to time, unless such loss, liability or damage is a direct result of Issuer's
gross negligence or will misconduct.
18. Waivers.
I Be I THE PARTIES AGREE VOLUNTARILY, I1,4TENTIONALLYAND IRREVOCABLY TO WAIVE ALL RIGHT TO TRIAL. BY JURY IN ANY
PROCEEDING INSTITUTED IN ANY COURT, ARISING OUT OF TIES AGREEMENT.
18.2 Customer waives personal service of process in connection with any action or proceeding commenced by Issuer in connection with this Agreement,
and agrees that service may be made by certified mail to the last known address in Issuer's records.
19,,ARBITRATION,
PLEASE READ THIS PROVISION OF THE AGREEMENT CAREFULLY.
19.1 This section provides that disputes may be resolved by binding arbitration. Arbitration replaces the right to go to court, have a jury trial or initiate or
participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. Arbitration procedures are simpler and more limited
than in court. This arbitration provision is governed by the Federal Arbitration Act ("FAA"), and shall be interpreted in the broadest way the law will allow.
19.2 Covered Claims. (a) Customer or Issuer may arbitrate any claim, dispute or controversy between Customer and Issuer arising out of or related to
this Account, any previous related Account, the relationship between Customer and Issuer, or any other product or service provided by or through Issuer
(called "Claims"). In this Arbitration provision, the term "Issuer" includes any of Issuer's affiliates that provide or are involved in providing any products
or services to Customer and the term "Customer" includes any Guarantor. Claims include disputes relating to incentives or benefits relating to the Account.
A Person who asserts a Claim, or against whom a Claim may be asserted, that is subject to this Arbitration provision may be referred to as a "Covered
Person."" (b) If arbitration is chosen by a Covered Person, then no Covered Person will have the right to litigate that Claim in court or have a jury trial on
that Claim. (c) Except as stated below, all Claims are subject to arbitration, no matter the legal theory on which they are based on or the remedy (damages,
or injunctive or declaratory relied they seek, including Claims based on contract, tort (including intentional tort), fraud, agency, any Person's negligence,
statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross -claims, third -party claims, interpleaders or otherwise;
Claims made regarding past, present or future conduct; and Claims made independently or with other Claims. This also includes Claims made by or against
any Person connected with Customer or Issuer, or by a Person making a Claim through Customer or Issuer, such as an Account User, employee, agent,
representative or an affiliated/parent/subsidiary company.
19.3 Arbitration Limits. (a) Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter stays in small claims court.
(b) Claims brought as part of a class action, private attorney general or other representative action can be arbitrated only on an individual basis. The
arbitrator has no authority to arbitrate any claim on a class or representative basis and may award relief only on an individual basis. If arbitration is chosen
by any Covered Person, the Covered Person asserting the Claim may not pursue the Claim as part of a class action or other representative action. Claims
of two (2) or more Persons may not be combined in the same arbitration. However, applicants, Account Users on a single Account and/or related Accounts
or corporate affiliates are considered as one Person for these purposes.
19.4 How Arbitration Works. (a) Arbitration shall be conducted by the American Arbitration Association ("AAA") according to this arbitration
provision and the applicable AAA arbitration rules in effect when the claim is filed ("AAA Rules"), except where those rules conflict with this arbitration
provision. The AAA Rules may be obtained at the AAA's website (www.adr.org) or by calling 800-778-7879. A Covered Person may choose to have a
hearing, appear at any hearing by phone or other electronic means, and/or be represented by counsel. Any in -person hearing will be held in the same city
as the U.S. District Court closest to Customer's billing address. (b) If the AAA is not available to conduct the arbitration, then a Covered Pelson may
petition a court of appropriate jurisdiction to designate an appropriate arbitrator. (c) Arbitration may be requested at any time, even where there is a pending
lawsuit, unless a trial has begun or a final judgment entered. A Covered Person does not waive the right to arbitrate by filing or serving a complaint,
answer, counterclaim, motion or discovery in a court lawsuit. To choose arbitration, a Covered Person may file a motion to compel arbitration in a pending
matter and/or commence arbitration by submitting the required AAA forms and requisite filing fees to the AAA. (d) The arbitration shall be conducted by
a single arbitrator in accord with this arbitration provision and the AAA Rules, which may limit discovery. The arbitrator shall not apply any federal or
state rules of civil procedure for discovery, but the arbitrator shall honor claims of privilege recognized at law and shall take reasonable steps to protect
Account information and other confidential information of a Covered Person if requested to do so. The arbitrator shall apply applicable substantive law
consistent with the FAA and applicable statute of limitations, and may award damages or other relief under applicable law. (e) The arbitrator shall make
any award in writing and, if requested by a Covered Person, shall provide a brief statement of the reasons for the award. An arbitration award shall decide
the rights and obligations only of the Persons named in the arbitration, and shall not have any bearing on any other Person or dispute.
19.5 Paying for Arbitration. Arbitration fees will be allocated according to the applicable AAA Rules. All Persons are responsible for their own
attorneys fees, expert fees and any other expenses, unless the arbitrator awards such fees or expenses to a Person based on applicable law.
19.6 The Final Award, (a) Any award by an arbitrator is final unless a Covered Person appeals it in writing to the AAA within thirty (30) days of notice
of the award. The arbitration appeal shall be determined by a panel of three (3) arbitrators. The panel will consider all facts and legal issues anew based
on the same evidence presented in the prior arbitration, and will make decisions based on a majority vote. Arbitration fees for the arbitration appeal shall
be allocated according to the applicable AAA Rules. An award by a panel on appeal is final. A final award is subject to judicial review as provided by
applicable law. (b) A final award may be entered in any court of appropriate jurisdiction.
19. 7 If any part of this arbitration provision is deemed invalid or unenforceable, the other terms shall remain in force, except that there can be no arbitration
of a class or representative Claim. This arbitration provision may not be ft
amended, severed or waived, except as provided in this Agreement or in a written
agreement between Customer and Issuer.
20. Confidentiality.
All info 1 11 on furnished by either Party or by any affiliate of Issuer in connection with this Agreement will be kept confidential (and will be used by the
other Party only in connection with this Agreement), except to the extent that the information: (a) is already lawfully known when received; (b) becomes
lawfully obtainable from other sources; (c) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Federal
Deposit Insurance Corporation, or any other agency of any government; (d) is disclosed by Issuer to its financial services regulators; (e) is used or disclosed
as provided in this Agreement or with the consent of the Person whose information is being used or disclosed; or (f) is required by law to be disclosed,
provided that nonce of the disclosure has been given (when legally permissible) by the Party proposing to make such disclosure, which notice, when
practicable, shall be given sufficiently in advance of the proposed disclosure to permit the other Party to take legal action to prevent the disclosure. Nothing
Rev. 2/2020 22
DocuSign Envelope ID: 68D9C258=B3D5=487A=BBO2mF240DOD6B3E1 Exhibit "A
080620-WEX
in this section or this Agreement prohibits Issuer from providing any information to its affiliates or third -party servicers related to the operation and
maintenance of the business of Issuer and its affiliates, and Customer expressly agrees to these disclosures and use of information, provided that such
affiliates and third -party servicers agree to maintain the information confidentially and not disclose it to any other parties without Issuer's ft
authorization.
21. Progr Information.
Transaction information related to the Account may be provided to merchants who accept the Card as payment for goods and services. Issuer and its
affiliates may use and disclose information obtained by Issuer in operating its card programs, including Transaction information and/or identifiable
information of the Customer (collectively, "Program Information") for the purpose of operating Issuer's and its affiliates' business, delivering, improving,
and customizing their respective services, sending communications related to their respective business, and for other legitimate purposes permitted by
applicable law. Without limiting the foregoing, Issuer may provide Program Information to its affiliates and third parties which provide goods or services
to commercial enterprises and Customer understands that Issuer, its affiliates, including but not limited to WEX Inc., and third parties may contact
Customer to offer additional products or services inc luding, for example, discount networks for certain non -fuel merchant purchases and telematics
products designed to assist customers with vehicle tracking and management. If Customer chooses to enroll in any such product or service offered by
Issuer, its affiliates or a third party, Customer may be required to complete additional enrollment forms or agreements, and/or agree to additional terms
and conditions (which may include fees for use) with respect to such products or services. For more information on Issuer's privacy policy, please visit
the website at: https://www,wexmc.com/privacy-pohcy/. Issuer and its affiliates may use and disclose Program Information that is not identifiable to
Customer in industry analytics and other data services or products provided to third parties. Program Information shall be subject to this Section 21
(Program Information) and not Section 20 (Confidentiality).
22. Assignment
Customer may not assign this Agreement or any interest, rights or obligations under this Agreement, without Issuer's pri or written consent. Issuer may, in
its sole discretion, assign this Agreement and any of its obligations, transfer any right, or delegate any duty of performance under this Agreement without
further notice. The Person to whom Issuer makes any assignment is entitled to all of Issuer's rights under this Agreement, to the extent that those rights
were assigned.
23. Miscellaneous.
23.1 Customer may purchase dyed special fuel using its Account or Cards. Customer acknowledges that all dyed special fuel purchases will be used
exclusively for off- road purposes and according to all applicable laws governing its use. Issuer is not liable in any way for any misuse or mishandling by
Customer of any dyed special fuel. Upon request from applicable govuMmental authorities, Issuer may provide info Lion regarding Customer's dyed
special fuel purchases without prior authorization from Customer.
23.2 Issuer may monitor telephone communications between its employees and its customers for service quality purposes. Customer consents to such
monitoring and recording of telephone communications and agrees to notify employees who maybe in telephone contact with Issuer's representatives that
periodic monitoring of conversations will occur.
23.3 Issuer's compliance with this Agreement shall be excused to the extent that any failure or delay in performance by Issuer is attributable, in whole or
in part, to causes or circumstances beyond Issuer's reasonable control including, but not limited to, acts of God; civil disturbance; war; acts of government;
natural disasters; labor disputes and computer or telecommunication failures.
23.4 This Agreement and any and all claims relating to or arising out of this Agreement, whether sounding in contract, tort, or otherwise, in each case,
shall be governed by federal law and, to the extent that state law applies, the laws of the State of Utah.
23.5 If either Party is notified by a state or federal regulatory body that any aspect of the services provided by Issuer or this Agreement does not comply
with any applicable law, regulation, rule, policy, or order, then the affected Party shall give the other Party prompt written notice of the non-compliance.
Following notice, the affected obligations will be suspended and the failure to perform those obligations will not be deemed a breach of or Default under
this Agreement so long as the affected Party is unable to perform due to the nonce given by the state or federal regulatory body.
23.6 Nothing contained in this Agreement, or the performance by a Party of its obligations under this Agreement, shall result in the Parties having a
partnership, co -venture or agency relationship, except to the extent that a Party is expressly designated to act as an agent of the other Party, or render a
Party responsible for the debts, liabilities or obligations of the other Party.
23.7 No delay or omission by Issuer to exercise any right under the Agreement shall impair such right or be construed to be a waiver of any default. The
authorization of Transactions shall not constitute any waiver, including of Issuer's rights with respect to such Transaction. Any single or partial exercise of
any such right by Issuer shall not preclude other or further exercise thereof or the exercise of any other right. No waiver, amendment, or other variation of
the terms, conditions, or provisions of the Agreement shall be binding on Issuer unless in writing, and then only to the extent set forth in such writing.
23.8 No Person other than a Party to this Agreement shall have any right to enforce the terms and conditions of this Agreement. No Person, including as
Account User, will be a third party beneficiary of this Agreement.
23.9 Except as otherwise provided in this Agreement, all notices will be in writing and deemed effective when personally delivered or mailed, first class
postage prepaid to the appropriate Party at the address set forth in the application for credit or at such other address as the Parties may indicate from time
to time. In addition to the notice methods provided above, the Parties agree that a communication: (a) by facsimile to a number identified by the recipient
as appropriate for communication under this Agreement; or (b) by email to or from an address normally used by an Account User for business
communications, shall be considered to be a "writing" and to be "signed" by the Party transmitting it for all purposes. The Parties agree to waive any claim
that a transmission does not satisfy any writing or signature requirements under applicable law. The Parties agree that a photocopy or printed copy of a
facsimile or email constitutes the "best evidence" and an "original" of such a writing.
23.10 If any portion of this Agreement is held to be invalid, the remaining portions shall remain in full force and effect and shall continue to be binding
upon the parties (except as specifically provided in Section 19 (Arbitration)).
23.11 This Agreement, any notices in connection with this Agreement, and any guaranty of Customer's obligations under this Agreement constitutes the
entire agreement among the Parties and supersedes all prior agreements, understandings, and arrangements, oral or written, among the Parties with respect
to the subject matter hereof.
Schedule A
Definitions
"Account" means the charge card account provided to Customer by Issuer. An Account may be accessed by a Card or an account number.
Rev. 2/2020 23
DocuSign Envelope ID: 68D9C258=B3D5=487AmBB02mF240DOD6B3E1 Exhibit "A
080620-WEX
"Account User" means Customer or any other Person that Customer has notified Issuer is authorized to use the Account or a Card in accordance with the
requirements and procedures established by Issuer from time to time.
"Billing Cycle" means the time interval between the dates of Customer's regular billing statements. Customer's first Billing Cycle may be shorter than
other Billing Cycles. All credit terms will apply in each Billing Cycle including the first Billing Cycle.
"Business Day" means any day other than a Saturday, Sunday, or other day on which banking institutions in Utah are generally authorized or required by
law or executive order to close.
"Card" means a plastic card provided by Issuer that maybe used to access an Account.
"Controls" are a set of authorization tools designed to assist Customer with managing Transactions.
"Credit Limit" is the amount of credit assigned to Customer's Account as established by Issuer from time to time.
"DIN" means the identification number associated with an Account User or Card.
"Due Date" means the date the repayment of the balance of the Account is due as provided on a billing statement.
"Fee Schedule" means the List of Fees included as Schedule B.
"Guarantor" means any Person who guarantees the obligations of Customer under this Agreement
"Party" means Bank or Customer and "Parties" means Issuer and Customer. "Person" means an individual, corporation, partnership, limited liability
company, trust or other organization.
"Transaction" means the use of a Card or Account to buy goods or services at a merchant that accepts the Card or Account.
"Unauthorized Use" means the use of the Account or a Card by a Person who does not have actual, implied or apparent authority for such use, and from
which the Customer receives no benefit.
Schedule B
Lint of Fees
Set Up Fee
Monthly Card Fee
Replacement Card Fee
International Currency Conversion Fee
Reproduced Reports
General Research Fee
Expedited Shipping Fee
Returned Payment Fee
Reactivation Fee
Truck Stop Fee
Paper Delivery Fee
WAIVED
WAIVED
WAIVED
2% of the total transaction value
$25.00 per request
$15.00 per hour
Cost varies
$50.00 per occurrence
$50.00 per occurrence (max monthly fee of 50.00)
Up to $3.00 per card swipe at a diesel pump*
$10.00 per month for paper invoicing and reporting
Pricing for additional products and services is available upon request or reflected on the enrollment forms or in the terms of use that Customer must agree
to in order to receive the additional products and services.
Call 1-866-544-5796 with questions about any of the above.
Rev. 2/2020 24
Exhibit "B"
ADDENDUM TO THE FUEL CARD SERVICES AGREEMENT
BETWEEN WEX BANK AND SOURCEWELL
CREDIT INFORMATION Entity has requested a credit account pursuant to the Contract #080620-WEX ("Agreement") entered into between Sourcewell ("Sourcewell") and WEX Bank
("WEX") and thereby creating the program ("Program") by which to enroll participants ("Participating Entity"). By enrolling in this Program, the Participating Entity named
below agrees that in the event their account is not paid as agreed, WEX may report the undersigned's liability for and the status of the account to credit bureaus and others
who may lawfully receive such information.
Participating Entity
Phone #
Fax#
City of Round Rock
512-218-5400
512-218-5442
Physical Address (Do not include PO Box)
City of Round Rock Texas, 221 East Main Street, Round Rock, Texas 78664
Mailing Address (if different from physical address)
Sourcewell Member ID Number
Participating Entity's Taxpayer ID # (TIN, FEIN or SSN)
6969
74-6017485
In Business Since (yyyy) Year of Incorporation (yyyy) Number of Vehicles
Avg Monthly Fuel Expenditures Avg Monthly Service Expenditures
1700
$ 160,000 $
ACCOUNT SETUP INFORMATION Participating Entity name as you wish it to appear on cards. Limit of 20 characters & spaces. Unless specified, no Participating Entity name will appear on cards.
E�ooaa ❑®oao ❑❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑❑
Billing Contact Name
Sherri Crone
Billing Address
City of Round Rock Texas, 221 East Main Street, Round Rock, Texas 78664-5299
Designate the Participating Entity Fleet Contact authorized to receive all charge cards, reports, and other such information we provide from time to time and to take actions
with respect to your account and account access. This is also the person designated by your company to provide all fleet vehicles, driver and other information we may
request.
Participating Entity Authorized Fleet Contact Name
Title
Phone #
Fax #
Chad McDowell
Director
512-341-3191
Email address (required to take advantage of product type card controls)
cmcdowel I@rou nd rocktexas.gov
® Check here if Participating Entity is exempt from motor fuels tax
61ii
1. This Addendum ("Addendum") is to allow the Participating Entity to participate under the Agreement between WEX and Sourcewell. It does not modify,
amend or change the Agreement in any way.
2. Participating Entity hereby requests the services of WEX described in the Agreement and agrees to perform all duties required under the Agreement,
including, without limitation, timely payment of all charges (including any additional fees) on its account(s). Participating Entity agrees to be bound by the
terms and conditions of the Agreement, including, without limitation, rules for authorized and unauthorized use of cards, disputes of charges, reporting lost
and stolen cards, and all other rules and provisions relating to use of Participating Entity's account.
3. Participating Entity acknowledges that its failure to make timely payment in accordance with the terms of the Agreement, or for government entities subject
to a Prompt Payment Act, may result in suspension or cancellation of the account(s).
4. INFORMATION SHARING DISCLOSURE: Information regarding Participating Entity transactions may be provided to Sourcewell accepting merchants or
their service providers.
5. Compliance with Federal Law: WEX Bank complies with federal law which requires all financial institutions to obtain, verify, and record information that
Identifies each company or person who opens an account. What this means for Participating Entity: when you open an account, we will ask for your name,
Address, date of birth, and other information that allow us to identify you. We may ask to see your driver's license or other identifying documents for your
Business.
6. DISCLAIMER: THIS IS AN APPLICATION FOR SERVICES AND SHALL NOT BE BINDING UPON WEX UNTIL FINAL CREDIT APPROVAL HAS BEEN GRANTED
BY WEX.
Any person signing on be f of the P rticipating.,Entity has been duly authorized by all necessary action of Participating Entity's governing body, and that the
undersigned is authorize o mak plic on and accept the terms referenced herein on behalf of the Participating Entity.
Signature: Print Name: 0-at6*1
Title: 00 UIL f Date: 41 41 q & A V
Complete and sign Addendum. Fax to 1-866-527-8873 OR Email to
• - • Oppty Number Sales Code Plastic Type Coupon Code Account Number
• SOURCEWELL 04
REV Sourcewll Participating ADDEND.CRDAPP (01/21/2021)
I
ROUND ROCK, TEXAS
Pl1RP(XE PASSION. PROSPERITY.
EXHIBIT "C"
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration of
the agreement or purchase order resulting from a response to the Solicitation/Specification, insurance
against claims for injuries to persons or damages to property which may arise from or in connection
with the performance of the work as a result of the solicitation by the successful respondent, its agents,
representatives, volunteers, employees or subcontractors.
1.1. Reserved. [City has been customer since 2012].
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Worker's Compensation Policy
1.3. The following general requirements are applicable to all policies:
1.3.1. Only insurance companies licensed and admitted to do business in the State of Texas
shall be accepted.
1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a
per occurrence basis for property damage only.
1.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance.
1.3.4. Upon request, certified copies of all insurance policies shall be furnished to the City.
1.3.5. Policies shall include, but not be limited to, the following minimum limits:
1.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence.
1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each
occurrence.
1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles
with minimum limits for Bodily Injury of $100,000.00 each person, and
$300,000.00 for each occurrence, and Property Damage Minimum limits of
$50,000.00 for each occurrence.
1.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000.00
Employers Liability Insurance.
1.3.6. Coverage shall be maintained for two years minimum after the termination of the
Agreement.
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