RFP #030625
REQUEST FOR PROPOSALS
for
Fleet Payment Solutions with Related Services
Proposal Due Date: March 6, 2025, 4:30 p.m., Central Time
Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Fleet Payment Solutions with Related Services to result in a procurement solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [ https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Proc urement Portal will be considered. Proposals are due no later than March 6, 2025, at 4:30 p.m. Central Time, and late proposals will not be considered.
SOLICITATION SCHEDULE
Public Notice of RFP Published: January 16, 2025
Pre-proposal Conference: February 12, 2025, 10:00 a.m., Central Time Question Submission Deadline: February 26, 2025, 4:30 p.m., Central Time Proposal Due Date: March 6, 2025, 4:30 p.m., Central Time Late responses will not be considered.
Opening: March 6, 2025, 4:30 p.m., Central Time
See RFP Section V.G. “Opening”
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I. ABOUT SOURCEWELL
A. SOURCEWELL
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and master agreement award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services.
Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and master agreement expanding the reach of awarded suppliers’ potential pool of end users.
Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.
B. USE OF RESULTING MASTER AGREEMENTS
In the United States, Sourcewell’s master agreements are available for use by:
x Federal and state government entities;
x Cities, towns, and counties/parishes;
x Education service cooperatives;
x K-12 and higher education entities;
x Tribal government entities;
x Some nonprofit entities; and
x Other public entities.
In Canada, Sourcewell’s master agreements are available for use by current and future members including:
x Federal, provincial, and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; x Indigenous self-governing bodies;
x Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be
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limited to the cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; x Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; and x Canoe procurement group of Canada’s current and future members. Canoe members include:
o Federal, provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; o Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; o Indigenous self-governing bodies;
o Airport authorities;
o Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; and
o Canoe procurement group of Canada’s current and future partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, Northwest Territories Association of Communities, Association of Yukon Communities, CivicInfo BC, Association and their current and future members.
For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator.
Participating Entities typically access master agreements for equipment, products, or services through a purchase order issued directly to the awarded supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell master agreements is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.
To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity.
Proof of publication will be available at the conclusion of the solicitation process.
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C. INTERGOVERNMENTAL SUPPORT AGREEMENTS
Pursuant to 10 U.S.C. § 2679, United States Department of Defense authorized installations may access Sourcewell's awarded cooperative purchasing master agreements through an Intergovernmental Support Agreement with Sourcewell. All transactions completed through this Intergovernmental Support program are directly facilitated by Sourcewell and may be subject to additional terms and conditions.
II. SOLICITATION DETAILS
A. SOLUTIONS-BASED SOLICITATION
This RFP and master agreement award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and are commonly desired or are required by law or industry standards.
B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, school district, or regional cooperative.
1. Sourcewell is seeking proposals for Fleet Payment Solutions with Related Services, such as:
a. Payment solutions for fuel, oil, and fluids for vehicles, aircraft, and watercraft, including gasoline, diesel fuel, alternative fuels, natural gas, propane, aviation fuel, lubricants, and fluids;
b. Payment solutions for electric vehicle charging, station fees; and,
c. Payment solutions for, vehicle, aircraft, and watercraft-related maintenance, repairs, supplies and services, including oil changes, tire repair, replacement, alignment and balancing, replacement parts, emergency repairs, roadside assistance and towing services, wash or detail services, inspections and certification services, FBO or marina services, and related parts or supplies.
2. In addition to the card, mobile application, digital, and virtual payment services identified in Section II. B. 1. a. – c. above, Proposer may include a complementary offering of services, including, but not limited to card issuance and replacement, account customization, transaction processing and payment settlement, transaction statement and reporting, fleet data analytics, integrated telematics, private-site fuel location payment or data services, digital and mobile applications, training, and technical and customer support.
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3. This solicitation does not include that equipment, products, or services covered under categories included in pending or planned Sourcewell solicitations, or in master agreements currently maintained by Sourcewell, identified below:
a. Fleet Management Services (RFP #030122);
b. Fleet Electrification Transition Planning, Management, and Related Services (RFP #051123);
c. Garage and Fleet Services (RFP #031224);
d. Aboveground Fuel and Fluid Storage with Related Hardware, Software, and Services (RFP #081524);
e. Software Solutions and Related Services for Public Sector and Education Administration (RFP #060624);
f. Fleet Management and Related Technology Solutions (RFP #102924); and, g. Electric Vehicle Supply Equipment and Related Services (RFP #021825).
Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed.
Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting master agreement. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting master agreement.
Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.
C. REQUIREMENTS
It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.
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1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.
2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.
3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.
4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational.
5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.
D. PROSPECTIVE MASTER AGREEMENT TERM
The term of any resulting master agreement(s) awarded by Sourcewell under this solicitation will be four years. Sourcewell and supplier may agree to up to three additional one-year extensions based on the best interests of Sourcewell and its Participating Entities. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.
E. ESTIMATED MASTER AGREEMENT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from master agreements resulting from this RFP are anticipated to be USD 500 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the master agreement(s) awarded from this RFP; however, sales and sales volume from any resulting master agreement are not guaranteed.
F. MARKETING PLAN
Proposer’s sales force will be the primary source of communication with Participating Entities.
The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any master agreement award.
G. ADDITIONAL CONSIDERATIONS
1. Master agreements will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.
2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each
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such proposal must be prepared independently and without cooperation, collaboration, or collusion.
3. If a proposer works with a consultant on its proposal, the consultant (an individual or company) may not assist any other entity with a proposal for this solicitation.
4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products.
5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.
6. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell master agreement may be considered in the evaluation of a proposal.
III. PRICING
A. REQUIREMENTS
All proposed pricing must be:
1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or service. Each line must indicate the proposer’s published “List Pr ice,” as well as the “Master Agreement Price.”
b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a pub lished Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any master agreement resulting from this RFP.
2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be bille d to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the agreed upon price.
3. Stated in U.S. and Canadian dollars (as applicable).
4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location).
Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to
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the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal.
B. ADMINISTRATIVE FEES
Proposers awarded a master agreement are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilit ating the resulting master agreements. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.
IV. MASTER AGREEMENT
Proposers awarded a master agreement will be required to execute a master agreement with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the master agreement reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation.
To identify any exception, or to request any modification, to Sourcewell’s standard master agreement terms, conditions, or specifications, a proposer must submit the proposed exception(s) or requested modification(s) via redline in the Master Agreement Template provided in the “Documents” section of the “Bid Details” page on the Sourcewell Procurement Portal and uploaded as part of its response. Only those exceptions noted at the time of the proposal submission will be considered.
Exceptions must:
1. Clearly identify the affected article and section.
2. Clearly note the requested modification; and as applicable, provide requested alternative language.
Unclear requests will be automatically denied.
Only those exceptions that have been accepted by Sourcewell will be included in the master agreement document provided to the awarded supplier for signature.
If a proposer receives a master agreement award resulting from this solicitation it will have up to 30 days to sign and return the master agreement. After that time, at Sourcewell’s sole discretion, the master agreement award may be revoked.
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V. RFP PROCESS
A. PRE-PROPOSAL CONFERENCE
Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive procurement process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.
B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION
All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.
The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.
All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.
C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.
Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time.
If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to:
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1. make any required adjustments to its proposal;
2. acknowledge the addenda; and
3. ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.
D. PROPOSAL SUBMISSION
Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time.
It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.
In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues.
Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].
To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.
Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential master agreement award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a master agreement award and may subject the proposer to remedies available by law.
E. GENERAL PROPOSAL REQUIREMENTS
Proposals must be:
1. In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
2. Complete. A proposal will be rejected if it is conditional or incomplete.
3. Submitted in English.
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4. Valid and irrevocable for 90 days following the Proposal Due Date.
Any and all costs incurred in responding to this RFP will be borne by the proposer.
F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a proposer may withdraw its proposal.
G. OPENING
The Opening of proposals will be conducted in the Sourcewell Procurement Portal immediately following the proposal due date and time. To view the list of proposers resulting from the opening, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.”
Members of the public may attend the Openin g at Sourcewell’s office located at 202 12th Street NE, Staples, MN to hear the results.
VI. EVALUATION AND AWARD
A. EVALUATION
It is the intent of Sourcewell to award one or more master agreements to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities.
Factors to be considered in determining the number of master agreements to be awarded in any category may include the following:
1. Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals);
2. The number and geographic location of highest-scoring proposers that offer:
a. A comprehensive selection of the requested equipment, products, or services; b. A sales and service network ensuring availability and coverage for Participating Entities’ use; and
c. Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals.
Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product.
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B. AWARD(S)
Award(s) will be made to the highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.
Sourcewell may request written clarification of a proposal at any time during the evaluation process.
Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal):
Conformance to RFP Requirements Pass/Fail
Financial Viability and Marketplace Success 50
Ability to Sell and Deliver Solutions 150
Marketing Plan 100
Value Added Attributes 100
Depth and Breadth of Offered Solutions 200
Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.
Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell’s notice of master agreement award(s) or non- award. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained.
A protest must include the following items:
x The name, address, and telephone number of the protester; x Identification of the solicitation by RFP number;
x A precise statement of the relevant facts;
x Identification of the alleged procedural, technical, or legal defect; x Analysis of the basis for the protest;
x Any additional supporting documentation;
x The original signature of the protester or its representative; and x Protest bond in the amount of $20,000 (except where prohibited by law or treaty).
Protests that do not address these elements will not be reviewed.
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D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any master agreement, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected.
Sourcewell reserves the right to:
x Modify or cancel this RFP at any time;
x Reject any and all proposals received;
x Reject proposals that do not comply with the provisions of this RFP; x Select, for master agreements or for discussion, a proposal other than that with the lowest cost;
x Independently verify any information provided in a proposal; x Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
x Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
x Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer;
x Award a master agreement if only one responsive proposal is received if it is in the best interest of Participating Entities; and
x Award a master agreement to one or more proposers if it is in the best interest of Participating Entities.
E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting master agreement. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.
Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition.
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WEX Account and Services Agreement and Participating Addendum Under Sourcewell Master Contract No. 030625
RC: N/A REV 3 MAR 2025
This WEX ACCOUNT AND SERVICES AGREEMENT and
PARTICIPATING ADDENDUM UNDER SOURCEWELL
MASTER CONTRACT No. 030625, together with the related
credit application, schedules, and amendments (collectively, the “Agreement”) govern the establishment and use of one or more accounts and associated cards and services provided by WEX Bank, a Utah industrial bank (“Issuer”), to the business that has been approved by Issuer to receive such account(s) and services (“Customer”). Issuer and Customer may be
referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
GENERAL TERMS
1. Use of Account.
1.1 Subject to the terms and conditions of the Agreement and Issuer’s approval of Customer, Issuer agrees to provide one or more Accounts and associated Cards for Customer ’s use.
Issuer will process Transactions on the WEX Network or on a Third Party Network as specified in the applicable Schedule.
Customer and Account Users designated by Customer may
only use the Account in accordance with this Agreement. Any Affiliate of Customer may par ticipate under this Agreement if such Affiliate (a) agrees to the terms of this Agreement by executing an Affiliate Agreement Form as provided by Issuer, and (b) is approved by Issuer in its sole discretion.
1.2 Customer agrees that the Account and associated
Card(s) may only be used for business purposes, and not for any personal, family, or household purposes, or for any purchase of lottery tickets or other games of chance, gift cards, pre-paid cards or other cash equivalent charges, all of which are prohibited. Customer shall maintain and comply, and shall ensure that Account Users comply, with its policies and controls to ensure strict compliance with the foregoing.
1.3 In connection with Customer ’s use of the Account, Issuer will provide access to Issuer’s online account
management system, websites, mobile applications, or other electronic online products, as applicable (each and collectively, the “Online Portal”), for Customer and its Account Users to manage the Account and Cards, view Transactions, and run reports. The Online Portal may only be used in connection with Customer’s use of the Account and subject to the policies and terms of use posted therein, the terms of this Agreement, and any additional terms and cond itions otherwise provided or made available to Customer by Issuer. Access to and use of the Online Portal by Customer and designated Account Users shall also be in accordance with, and subject to, Issuer’s security protocols and policies including, without limitation, third-party user agreements and terms and conditions. Customer shall not, and shall ensure Account Users do not, tamper with,
compromise, or attempt to circumvent any physical, technical, or administrative controls or security measures or otherwise compromise the security of the Online Portal.
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 IDNs; (b) provide all Account User information and other information; (c) receive all Account numbers, Cards or reports; (d) receive other Account information; and (e) select additional products and/or serv ices that may be offered by Issuer or any of its Affiliates. Customer remains liable for any Unauthorized Use until Issuer receives notice of any change in or removal of any Account User or contact. Issuer is authorized to take instruction from any Account User or contact with actual, implied or apparent authority to act on Customer ’s behalf, and unless Customer reports any errors in the provided information, 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 misuse of Cards or Accounts.
2.2. Customer will provide prompt notice of any change or removal of any contact or Account User or any revocation of any Account User’s authority, either in writing, by telephoning Issuer’s customer service department, or through the Online Portal. Customer shall remain li able for all Transactions and Unauthorized Use until such notice is received 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 by Issuer.
2.3. Customer agrees to keep IDNs confidential and ensure that its personnel and Account Users do not disclose any IDN.
Customer is liable for any Unauthorized Use that results if Account User or other personnel discloses an IDN or writes an IDN 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 Limit and Authorizations.
3.1 Issuer may in its sole discretion extend credit and establish Accounts. Issuer may, at any time, investigate the financial condition of Customer or as applicable, its Affiliates.
If Customer is not a publicly traded Customer, at the request of Issuer, Customer shall promptly furnish Issuer with copies of its most recent financial statements acceptable to Issuer that were prepared no later than one hundred twenty (120) days following the end of its fiscal year. Customer shall provide financial statements prepared in accordance with generally accepted accounting principles cons istently applied and shall be in accordance with the books and records of Customer. Any financial information submitted shall be kept confidential by Issuer.
3.2 Issuer will inform 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. If Customer exc eeds its Credit Limit, at I ssuer’s request, Customer shall immediate ly pay the amount over the Credit Limit and any associated fees as set forth in the applicable Schedule or the entire balance due on the Account.
3.3 Issuer may suspend an Account or refuse to authorize any Transaction in its sole discretion for any reason, and specifically in the event that: (a) any balance is past due; or (b) the amount of the Transaction plus the outstanding balance
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(including Transactions authorized but not yet posted) exceed the Credit Limit.
4. Card Controls.
4.1 Customer may request via the Online Portal that Card Controls be applied to the Account. The availability and effectiveness of Card Cont rols are dependent upon each merchant’s adoption of WE X Inc.'s (“WEX”) 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. Card Controls for Cards processing Transactions on a Third Party Network may also be dependent on informati on provided by the Third Party Network provider, such as their categorization of the merchant.
In addition, some Card Controls are not enforceable at point- of-sale terminals due to equipment restrictions at the merchant location. There are inherent li mitations on the ability of Card Controls to limit the use of Cards in the manner intended.
4.2 Issuer may, in its sole di scretion and without prior notice, modify Card Controls for the purpose of, among others, the prevention of suspected fr audulent activity. Issuer may apply default Card Controls on its portfolio of accounts. Issuer will use reasonable efforts to inform Customer after any modification to a Card 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 th at may occur within Card Control parameters.
4.3 Default Card Control values are modified through the Online Portal. More detail ed information and certain
limitations regarding Card Controls are provided online. Only Transactions submitted for au thorization are subject to Card Controls and those Card Controls can only be enforced when the merchant provides sufficient information as part of the authorization.
4.4 Card Controls are provided for the convenience of
Customer in its efforts to manage usage of Cards and the Account. Issuer encourages Customer to set Card 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 Card Control level selected by Customer.
Customer shall be liable for all Transactions, regardless of Card Control settings selected by Cus tomer or the effectiveness of such controls.
5. Billing and Payments.
5.1 Issuer will provide or make available to Customer
Transaction data or a billing statement, as applicable, for each Billing Cycle in which the A ccount has activity. Customer agrees to pay Issuer in full on or before the relevant cutoff time on or before the Due Date, as specified on the billing
statement. Customer is encouraged to receive billing
statements electronically and make payments electronically to ensure that each payment posts by the applicable 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 th e United States or by payment through the Automated Clearing House network in accordance with Issuer’s requirements.
5.4 Regardless of payment method, Customer must
ensure that Customer ’s account number is provided with the payment. Failure to do so w ill cause processing delays in posting the payment to the Account. Payments that are
received at locations other than the address specified on the billing statement, or that do not otherwise comply with instructions on the billing statement or the Agreement, may be delayed in posting.
5.5 Payments will be applied first to fees and then to other amounts owing on the Account. Issu er, in its sole discretion, may determine when to restore available credit in the Credit Limit after crediting a payment to an Account.
5.6 Customer may be offered discounts and/or rebates
from time to time. Such discounts and/or rebates may be suspended, modified, or discontinued at any time without prior notice and may not be applicable to all product types. In addition, certain conditions in order to earn or receive the rebate or discount, such as but not limited to, maintaining the Customer’s Account in good standing, will apply and be
provided to Customer when such offers are made.
6. Additional Products and Features
6.1 Reports. Issuer provides Transaction data for the
Account to the Customer as transmitted by merchants. Issuer 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.
Customer is responsible for reconciling that data. 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.
6.2 Modifications. Issuer will deliver to Customer
enhancements, updates or upgrades to the Cards, Accounts, and Card Controls that Issuer makes generally and
commercially available to other similarly situated customers without any additional fee. In the event Customer requests additional modifications, including to the online application, and Issuer makes a reasonable business determination that the requested modifications or technical support entail specialized modifications or services different from the kind or amount provided to other similarly situated customers (including, but not limited to, custom software or operational development work or assistance to enable interfacing with a non-supported, unusual, or proprietary system), Issuer will inform Customer if the requested modification may be available as a service from an Affiliate of Issuer, subject to additional fees and other applicable terms as set forth in a separate statement of work as agreed between such Affiliate and Customer. Issuer, in its sole discretion, may decline to make any modifications, including if such modifications will impact other customers of Issuer. Issuer may, at any time, elect to terminate or modify products or services described in this Agreement, or provided in connection with the Account in which Customer or an
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Account User has enrolled, upon thirty (30) days’ prior written notice to Customer, and without such notice due to changes in law or if required by regulatory authorities.
7. Late Fees.
7.1 If Customer fails to make payment in full by the
applicable Due Date, or a payment is returned (each a
“Payment Default”), then a fee (the “Late Fee”) will apply as set forth in the applicable Schedule. Customer will be
considered to have made a payment to Issuer on an Account only when the payment is posted to the Account as provided in this Agreement.
7.2 Issuer will not charge a Late Fee if the unpaid portion of the invoice as of the Due Date is $10 or less.
8. Other Fees.
In addition to Late Fees, Customer agrees to pay any additional fees and applicable sales taxes in the amounts and as described in the applicable Schedule.
9. Disputed Amounts.
9.1 In General. Customer shall us e its best efforts (but in no event less than commercially reasonable efforts) to resolve any disputes regarding Transactio ns 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 Tr ansaction. For any disputes which cannot be resolved with a merchant directly, Customer may dispute a Transaction if: (a) the amount does not reflect the face value of the Transaction ( e.g., based on the amount charged by the merchant or reflected in a receipt from the merchant); (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 the amount, as further described in the applicable Schedule.
9.2 WEX Network. Transactions on the WEX Network
must be disputed in writing within sixty (60) days from the billing date or they will be final and binding. All billed charges must be paid in full regardl ess of reported disputes. Upon receipt of a dispute, including any supporting documentation required by Issuer, Issuer will use reasonable efforts to investigate the dispute. In the event that Issuer determines the dispute is due to an error by Issuer, Issuer will, as Customer ’s sole and exclusive remedy, corr ect applicable data or reports, including invoices, if any. If the dispute is related to an act or omission of a merchant, the Transaction may qualify for chargeback to such 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 such merchant. Any chargeback paid by the merchant to Issuer will be cred ited to the applicable Account.
Customer may be liable for the Transaction if the disputed item is not due to an error by Issuer and cannot be charged back to the merchant.
9.3 Third Party Network. If a Transaction is processed on a Third Party Network, such Third Party Network rules shall govern the dispute process, including in the event a longer dispute window is permitted or required. Upon receipt of a dispute, including any required supporting documentation, Issuer will submit the dispute to the Third Party Network provider in accordance with th e Third Party Network rules.
Customer agrees to pay any costs assessed by the Third Party Network provider in connection with chargebacks (whether successful or not), if applicab le. Any chargeback paid by the merchant to Issuer will be cr edited to the relevant Account.
Customer is liable for the Transaction if the Transaction cannot be charged back to the merchant.
10. Unauthorized Use.
10.1 Except as provided in Section 10.3, Customer will be liable to Issuer for all Unauthorized Use: (a) that occurs if a Card or Account is lost, stolen or is otherwise compromised; or (b) that occurs before Customer provides Issuer with immediate notice as required in this Agre ement or by applicable law or card association rules that a Card is lost or stolen or other possible Unauthorized Use of an Account; or (c) Issuer
determines that such Unauthorized Use could have been
prevented by Customer if it had maintained and followed reasonable security precautions and controls surrounding the Cards or Accounts. 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. Notwithstanding the foregoing, if a
Transaction is processed on a Third Party Network, then in the event the rules applicable to the Third Party Network mandate greater protection for Customer, the applicable Third Party Network rules will prevail.
10.2 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 report to Issuer immediately via th e Online Portal or by calling the customer service number set forth on their Cards or as specified in the applicable Schedule. Customer shall adopt and maintain reasonable security precautions and controls to prevent Unauthorized Use.
10.3 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 with out limitation, obtaining an affidavit or similar written, signed statement from the applicable Account User.
10.4 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.
11. Representations and Warranties by Customer.
Customer represents and warrants to Issuer that: (a) the person signing this Agreement on behalf of Customer has the requisite power and authority to contractually bind Customer under this Agreement; (b) this Agreement constitutes the legal, valid, binding, and enforceable agreement of Customer; and (c) Customer’s execution and performance of this Agreement (i)
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does not constitute a breach of any agreement between
Customer and a Person other than Issuer, or of any duty of Customer arising at law or in equity, (ii) does not violate any law, rule or regulation ap plicable to Customer, and (iii) has been duly authorized by all necessary organizational action of Customer.
12. Other Obligations of Customer.
12.1 Customer shall provide information and
documentation requested by Is suer 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
12.2 For Issuer’s compliance with banking and credit
underwriting standards, Customer shall provide written notice to Issuer: (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 su bstantially 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.
13. Amendment.
Customer agrees that Issuer may change any part of this Agreement, including without limitation the rates, charges, fees and other terms of this Agreement, and that Issuer may introduce new rates, charges, fees and other terms of this Agreement to the fullest extent permitted under 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 under applica ble law. Issuer will provide at least thirty (30) days’ pri or written notice to Customer before making any such changes.
14. Term and Termination.
14.1 Term; Termination. This Agreement is effective upon the date of the last signature he reto and will continue for a period of five (5) years (the “I nitial Term”), unless earlier terminated pursuant to the terms of the Agreement. Thereafter, the term of the Agreement shall automatically renew for successive one- year periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or the then-current Renewal Term.
14.2 Issuer may terminate this Agreement during the Term for any reason. Issuer will pro vide notice of termination if required by applicable law, provided that Issuer may terminate Inactive Accounts without notice. Termination of all Accounts will automatically terminate this Agreement. Customer may terminate the Agreement after the Initial Term upon ninety (90) days’ prior notice to Issuer, either in writing or by calling the number on the back of Customer's Cards. Issuer’s right to terminate this Agreement pursuant to this Section 14 is in addition to Issuer’s termination rights otherwise set forth in this Agreement, including without limitation under Section 15 (Default by Customer).
14.3 Termination Fee. In the event of the termination of this Agreement (a) by Issuer for cause, or (b) by Customer during the Initial Term (other than for a material breach by Issuer if Issuer fails to cure such breach within a reasonable time after receipt of notice there of), there shall be no refund, in whole or in part, of any payments already made from
Customer to Issuer, and Customer shall make all outstanding payments due prior to the date of termination. Customer acknowledges that it would be impractical or extremely
difficult to ascertain the actual damages to Issuer in the event that this Agreement is termin ated as set forth in (a) or (b) above. Accordingly, in the event of such termination,
Customer shall pay a fee for termination (“Termination Fee”) as set forth in the applicable Schedule to this Agreement. The Termination Fee shall be liquidated damages, a non-exclusive remedy, and not a penalty. Issuer shall be entitled to recover any costs of collection, including reasonable attorney’s fees and costs, incurred in the collection of the Termination Fee.
Customer acknowledges that Customer shall have no right to withhold any payment due as a set-off against alleged claims against Issuer and hereby waives any such claim as a defense or counterclaim to termination by Issuer.
14.4 Obligations Upon Termination. In the event the
Agreement is terminated by Customer, any rebates payable to Customer by Issuer or WEX, as the case may be, shall
immediately terminate and the standard fees set forth in this Agreement (i.e., without any rebate or discount) shall apply for the remainder of the Term. After termination, Issuer shall have a reasonable amount of time to terminate the Account.
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 inform ation for archival or data retention purposes.
14.5 Survival. Notwithstanding the termination of the
Agreement as set forth herein, the terms and conditions of this Agreement shall continue to apply until all amounts owing with respect to the Account are paid in full (including all amounts owing on an Account and charged under this
Agreement) and Customer has performed all of its obligations under this Agreement. Those provisions of this Agreement that by their nature are intended to survive termination or
expiration of this Agreement in or der to give them full force and effect will survive the termination or expiration of this Agreement, including the Parties’ confidentiality obligations.
15. Default 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 Agreemen t 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 abil ity of Customer to perform its
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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 this Section 15.1(a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwis e 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 or in equity. 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 oblig ations will not be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to whic h 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. If Issuer suspends all services and obligations, Customer agrees to pay any appl icable Reactivation Fee set forth in this Agreement.
16. Foreign Transactions.
16.1 Accounts and Cards are issued for use by Customer’s United States based operations. Customer may not distribute a Card to a Person based outs ide of the United States. If Transactions are made 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 set forth in the applicable Schedule.
16.2 Any Transaction made in a foreign currency shall be converted into U.S. Dollars 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 selected 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.
17.1 Issuer and its Affiliates are not 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. Furthermore, 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 makes no warranty with respect to goods, products, merchantability, or services 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.
17.2 Issuer and its Affiliates ar e not liable to Customer for any loss, liability or damages th at Customer suffers as a result of, related to, or in any way ar e connected with any Card Control, 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 willful misconduct.
18. Waiver of Jury Trial.
18.1 THE PARTIES AGREE VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY TO WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING
INSTITUTED IN ANY COURT, ARISING OUT OF THIS
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 overnight courier or U.S. certified mail to the last known address in Issuer’s records.
19. Dispute Resolution.
19.1 In accordance with the procedures outlined in this Section 19 (Dispute Resolution), any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law, legal or equitable, or under any applicable law, now existing or hereafter arisi ng under or in connection with, or in any way pertaining to, this Agreement (“Dispute”) will be resolved expeditiously, amicably, and at the level within each Party's organization most knowledgeable about the Dispute.
Throughout the Dispute resolution process, each Party will continue to perform its obligations under this Agreement. No Dispute may be pursued as pa rt of a class action or other representative action; disputes 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 Dispute on a class or representative basis and may award relief only on an individual basis. Disputes of two (2) or more Persons may not be combined in the same arbitration.
19.2 General. The complaining Party's representative will notify the other Party’s representative in writing of a Dispute, and the non-complaining Party will exercise good faith efforts to resolve the matter as expeditiously as possible. In the event that such matter remains unres olved ten (10) Business Days after the delivery of the complaining Party's written notice, senior representatives of each Party will confer in an effort to resolve the Dispute. If the Part ies do not reach a resolution of the Dispute, it will be reso lved by binding arbitration in accordance with the terms of this Section 19 (Dispute
Resolution), except as otherwise set forth below. A Party who fails or refuses to submit to arbitration following a lawful demand by any other Party will bear all costs and expenses incurred in compelling arbitration of any Dispute.
19.3 Governing Rules. Arbitration proceedings will be
administered by the American Arbitration Association
(“AAA”) and conducted in ac cordance with the AAA
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Commercial Arbitration Rules, or such other administrator and rules as agreed by the Parties. If there is any inconsistency between the terms of this Agreement and any such rules, the terms in this Agreement will co ntrol. The arbitration will be conducted at a mutually-agreed upon location in the jurisdiction whose law governs this Agreement, or as selected by the administrator if no agreement can be reached (“ Arbitration Location”). The Parties hereby waive any claim of forum non conveniens. All Disputes submitted to arbitration will be resolved in accordance with the Federal Arbitration Act (Title 9 of the United States Code). All statutes of limitations applicable to any Dispute will apply to any arbitration proceeding. All discovery activities will be expressly limited to matters directly relevant to the Dispute being arbitrated. A judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction.
19.4 No Waiver; Provisional Remedies. The Parties agree that pursuing arbitration of a Disp ute will not limit a Party’s right to seek provisional or ancillary remedies, including injunctive relief, attachment or the appointment of a receiver, from a court of competent jurisdiction in the Arbitration Location or elsewhere, whether before, after or during any Dispute resolution activity. The exercise of any such remedy will not waive the right of any Party to compel arbitration or referral under this section.
19.5 Arbitrator Qualifications and Powers; Awards.
Arbitrators must be active me mbers of the official licensing organization for attorneys in the Arbitration Location or retired judges of the judiciary of the Arbitration Location, with expertise in the substantive applicable law relating to the subject matter of the Dispute. Arbitrators are empowered to resolve Disputes by summary ru lings in response to motions filed prior to the final arbitration hearing. Arbitrators: (a) will resolve all Disputes in accordance with the substantive Governing Law as set forth in Section 23.3 (Governing Law); (b) may grant any remedy or relief that a court of the
Governing Law jurisdiction could order or grant and such ancillary relief as is necessary to make effective any such award (but in no event will the arbitrator have the authority to award damages that exceed the scope of this Agreement); and (c) will have the power to award recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to the rules of civil procedure in the Governing Law jurisdiction. Any Dispute in which the initial amount in controversy is One Million Dollars ($1,000,000), or its equivalent, or less may be decided by a single arbitrator. Any Dispute in which the initial amount in controversy exceeds One Million Dollars
($1,000,000), or its equivalent, w ill be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations.
19.6 To the maximum extent practicable, the arbitrators and the Parties will take all action required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the Dispute. No arbitrator or other Party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a Party required in the ordinary course of its business, by Applicable Law, or to the extent necessary to exercise judicial review rights as set forth herein.
19.7 In all Disputes, the substantially prevailing Party is entitled to recover its reasonable legal counsel fees, and other legal expenses from the other Party.
20. Confidentiality.
All information furnished by or on behalf or either Party or any Affiliate of Issuer in connection with this Agreement will be kept confidential, using the same degree of care it uses to safeguard its own confidential information (but in no event less than commercially reasonable car e), and will be used by the other Party only in connection with this Agreement or as otherwise expressly set forth herein, except to the extent that the information: (a) was in the possession of the receiving Party without restriction on disclosure at the time of the disclosure ; (b) was provided to the receiving Party by a third party who was not under a restriction on disclosure with respect to such information; (c) is or has become publicly available other than through an act or omission of the receiving Party in breach of this Agreement or other restriction on disclosure; (d) was independently developed by the receiving Party without reference to the disclosing Party’s confidential information or (e) is required by law to be disclosed, provided that notice of the disclosure has been given (unless such notice is legally prohibited) to the disclosing Party by the receiving Party, which notice, to the ex tent practicable, shall be given sufficiently in advance of the proposed disclosure to permit the disclosing Party to contest the validity or scope of the disclosure. Nothing in this section or this Agreement prohibits Issuer from providing any information to its Affiliates or third- party servicers in connection with the operation and
maintenance of Account or Cards, and Customer expressly agrees to these disclosures and use of information, provided that such Affiliates and third-party servicers agree to maintain the information in confidence. If Customer requests Issuer to provide Customer’s information to any of Customer’s third- party service providers in connection to Customer ’s use of Account or Card, Customer will defend, indemnify and hold harmless Issuer and its Affiliates, and their respective employees, officers, directors, agents, assigns and successors- in-interest against any and all claims, actions, proceedings, demands, judgments, losses, ex penses, damages, liabilities, fines or penalties arising from or relating thereto.
In addition,
Customer agrees and understands that Issuer may use data and statistics generated from Transactions, including to provide or develop additional products and services and as set forth in Section 21 (Program Information). Further, for the avoidance of doubt, Customer may disclose information it is legally required to disclose pursuant to any applicable open records requests laws, provided that Customer will notify Issuer of the request prior to disclosure and honor any provisions of such laws that allow redaction of proprietary or trade secret information.
21. Program Information.
Transaction information related to the Account may be
provided to merchants who acce pt the Card as payment for goods and services. Issuer and its Affiliates own and may use and disclose information obtai ned 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
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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 pe rmitted 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, and third parties may contact Customer to offer additional products or services. 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 pro ducts or services. For more information on Issuer’s priv acy policy, please visit the following website: https://www.wexinc.com/privacy-policy/.
Issuer and its Affiliates ma y 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 nor any interest, rights or obligations under this Agreement, without Issuer’s prior written consent. Any act ual or attempted assignment or delegation contrary to the terms of this Section 22
(Assignment) will be null and vo id. Issuer may, in its sole discretion, assign this Agreeme nt 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 Issuer may monitor communications (including
telephonic) between its employees and its customers. Customer consents to such monitoring and recording of communications and agrees to inform employees who may be in telephone
contact with Issuer’s representatives that periodic monitoring of conversations will occur.
23.2 Issuer’s obligations unde r 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, pandemic, epidemic events, strikes or any other general labor disputes, widespread technology events, or telecommunication failures.
23.3 Governing Law. This Agreement, and all Disputes,
will be governed by and construed in accordance with what the Parties have agreed to regardi ng governing law in the State ’s Exceptions Appendix.
23.4 Customer understands and acknowledges that this
Agreement and Customer’s receipt of Account(s) and services herein are subject to Issuer’s approval of Customer. 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 rend er a Party responsible for the debts, liabilities or obligations of the other Party.
23.5 No course of dealing between the Parties, and 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, and no waiver by Issuer of any breach of this Agreement will be construed as waiver of any subsequent breach. The authorization of Transactions shall not constitute any waiver, including of Is suer’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 amendment, or other variation of the terms, conditions, or provisions of the Agreement by other than Issuer shall be binding on Issuer unless in writing and signed by an authorized representative of Issuer, and then only to the extent set forth in such writing.
23.6 No Person other than a Party to this Agreement or any Schedule hereto shall have any right to enforce the terms and conditions of this Agreement. No Person, including an Account User, will be a third-party beneficiary of this Agreement.
23.7 Except as otherwise provided in this Agreement, all notices shall be in writing a nd deemed received (a) when personally delivered, (b) at the time of delivery, if sent via reputable overnight courier with tracking capabilities, or (c) on the fifth Business Day after mailing if sent via postage prepaid certified or registered mail, re turn receipt requested, to the appropriate Party at the address set forth in the application for credit or at such other address as the applicable Party may indicate from time to time. Additionally, notices may be sent by email via any nationally recognized SMTP delivery service, and deemed received on the day of sending, to Issuer at [email protected], to Customer at an email address provided by Customer or normally used by an Account User for business communications with Issuer. For the purposes of this Section, all times are to be the local time in the place of deemed receipt; and if deemed receipt under this Section is not within business hours (meaning 8:00 am to 5:00 pm Monday to Friday on any Business Day), the notice shall be deemed to have been received at 8:00 am on the next Business Day. The Parties agree to waive any claim that an electronic transmission does not satisfy any writing or signature requirements under applicable law. The Parties agree that a photocopy or printed copy of an email constitutes the “best evidence” and an “original” of such a writing.
23.8 Customer agrees that Issuer may: (a) include the
name, logo, and success stories of Customer on Issuer’s website and in press releases, presentations, promotional and sales literature, and advertising materials; and (b) identify Customer as a customer in Issuer’s published customer list, earnings reports, and in response to third-party inquiries.
23.9 If any portion of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions shall remain in full force and effect and shall continue to be binding upon the Parties.
23.10 This Agreement, any notices in connection with this Agreement, any relevant provisions of Sourcewell Master Agreement No. 030625, 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,
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among the Parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an ori ginal, and all of which shall constitute one and the same agreement. This Agreement and any notice may be executed by a Party in the form of an “Electronic Record” (as such term is defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. 7001 et seq. (“ESIGN Act”)), and an “Electronic Signature” (as defined in the ESIGN Act) of a Party that can be
authenticated will constitute an original and binding signature of such Party.
23.11 Customer consents to be co ntacted by Issuer and its agents, representatives, Affiliates, or anyone calling on Issuer’s behalf for any and all purposes arising out of or relating to Customer’s Account or Card, at any telephone number, or physical or electronic address provided by Customer or an Account User or at which Cust omer or an Account User may be reached. Customer agrees that Issuer may contact Customer and Account Users in any way, including SMS messages
(including text messages), calls using pre-recorded messages or artificial voice, an d calls and messages delivered using auto telephone dialing system or an automatic texting system.
Automated messages may be played when the telephone is
answered, whether by an Account User or someone else. In the event that an agent or representative calls, they may also leave a message on Customer ’s or the Account User’s answering machine, voice mail, or send a message via text.
23.12 In the event of any conflict between the General
Terms of this Agreement and the terms of any Schedule
hereto, the terms of any such Schedule shall govern unless the General Terms of this Agreement expressly indicates otherwise
23.13 If Customer is a state entity or otherwise subject to a statutory appropriations framework, and any state or
federal action eliminates the appropriation or availability of funding needed to make payment pursuant to this
Agreement, then Customer shall have the right to terminate this agreement upon thirty (30) days written notice to
Issuer. However, Customer will not be entitled to a refund of prepaid fees, Customer remains responsible for all fees for all services actually performed up to the date of
termination, and Customer will remain liable for all
transactions and agrees to pay Issuer in full.
24. Definitions
24.1 “Account” means a credit line which may be
unsecured or secured, or any other account, extended to Customer by Issuer. An Account may be accessed by a Card, an account number, or other approved access method.
24.2 “Account User” means Customer or any other entity
or individual that Customer has informed Issuer is authorized to use the Account or a Card. The Account Users may include employees or independent contractors or other users who have been given a Card or access to an Account.
24.3 "Affiliate" means any present or future entity that, directly or indirectly, controls, is controlled by, or is under common control with either Party. For the purposes of this definition of Affiliate, “control” (including “controlled”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities or membership interests, as trustee, by contract or otherwise.
24.4 “Billing Cycle” means the time interval between the dates of Customer ’s regular billing statements. Customer ’s first Billing Cycle ma y be shorter than ot her Billing Cycles.
All credit terms will apply in each Billing Cycle including the first Billing Cycle.
24.5 “Business Day” means Monday through Friday,
excluding holidays observed by banking institutions in the state of Utah.
24.6 “Card” means an approved Account access method,
physical (e.g., plastic), digital or virtual card, account access device, payment device, or other technology, medium or form through which payments are enabled under this Agreement.
24.7 “Card Controls” are a set of authorization tools
designed to assist Customer with managing Transactions.
24.8 “Credit Limit” is the amount of credit assigned to Customer’s Account as established by Issuer from time to time at its sole discretion.
24.9 “IDN” means the identification number associated
with an Account User or Card.
24.10 "Inactive Account" means an Account which has no
Transactions for a twelve (12) month period.
24.11 “Due Date” means the date the repayment of the
balance of the Account is due as set forth in a billing statement.
Such date may be called “Payment Date” in a billing statement.
24.12 “Guarantor” means any Person who guarantees the
obligations of Customer under this Agreement.
24.13 “Person” means an individual, corporation, limited liability Customer, partnership, trust, association or any other entity or organization.
24.14 “Schedule” means an attachment to this Agreement
which contains additional terms and conditions specific to the products or services to be provided by Issuer or an Affiliate of Issuer to Customer or its Affiliates, and any associated costs or fees.
24.15 “Third Party Network” means a credit card payment network operated by a third party (e.g., Mastercard).
24.16 “Transaction” means the use of a Card or Account to buy goods or services at a merchant that accepts the Card or Account.
24.17 “Unauthorized Use” means the use of the Account or a Card by a Person who does no t have actual, implied or apparent authority for such use, and from which the Customer receives no benefit.
24.18 “WEX Network” means the card payment network
operated by WEX Inc.
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IN WITNESS WHEREOF, this Agreement has been executed by duly auth orized representatives of the Parties as of the dates set forth below and made effective as of the date of the last signature.
Customer WEX Bank
By: By:
Name: Name:
Title: Title:
Date: Date:
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WEX Mobility - NAF Schedule
This WEX Mobility - NAF Schedule (“Schedule”) forms a part of the WEX Account and Services Agreement and Participating Addendum under Sourcewell Master Contact No. 030625 between Issuer and Customer (“Agreement”) and is subject to the General Terms of the Agreement. Terms that are capitalized but not defined in this Schedule will have the applicable meaning given in the General Terms.
Card Program: WEX Universal for Government Fleets
Customer Service Number: 1-866-544-5796 (which may be updated from time to time) EDGE Network Eligible? No
Rates and Fees
Cure Period for Default Annual Interest Rate: Twelve (12) consecutive Billing Cycles without Payment Default.
Program Fees
Set-up Fee WAIVED
Monthly Card Charge WAIVED
Replacement Card
Fee
Standard Card WAIVED
Chip-enabled
Standard Card
WAIVED
Enhanced Card WAIVED
Late Fee Greater of $75 or 7.99% (for monthly Billing Cycle) of Total Outstanding Balance on the Calculation Date
Reproduced Reports $25.00 per request General Research Fee $15.00 per hour
Expedited Shipping Fees Cost varies
International Currency Conversion Fee
(WEX Network)
2.00% of the total transaction value
Returned Payment Fee (NSF/ACH) $50.00 per occurrence
Reactivation Fee $50.00 per occurrence (max fee of $50.00 per Billing Cycle) Truck Stop Fee $3.00 per swipe at a Truck Stop1
Paper Delivery Fee $10.00 per month for paper reporting Clearview Essentials WAIVED
Clearview Advanced $.0.50 per active card, per month
Private Site Transaction Fee $.0.15 per transaction
1 At Tier 1 truck stops
Pricing for additional products and services is available upon request or reflected on the applicable schedule or enrollment forms or in the terms of use that Customer must agree to in order to receive the additional products and services.
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Additional Terms and Conditions
A. Definitions.
1. “Calculation Date” means the earlier of (a) the posting date for Customer’s payment in full of the invoiced amount to its Account, or (b) the last day of the Billing Cycle during which the Payment Default occurred.
2. “Cross Border Fee” means a fee applied to any Transaction on a Third Party Network when the country code of the merchant and the country code of the Account User are not the same. As an example, if Customer located in the US and it uses the U.S. issued card to make a purchase in Cana da, then the cross-border transaction fee established by the applicable Third Party Network shall apply. The Third Party Network may establish different Cross Border Fees applicable to the card numbers that are issued from different regions.
3. “Currency Conversion Fee” means a multi-currency conversion fee applied to any Transaction that is billed through a Third Party Network in a currency other than the contractually agreed upon billing currencies of the BIN used for the Transaction. The Third Party Network will convert the Transaction to the billing currency at the exchange rate determined by su ch Third Party Network (or its Affiliates) using its currency conversion procedure. The currency conversion rate (which is different from the Multi-Currency Conversion Fee) is generally either a wholesale market rate or a government-mandated rate in effect on the date of conversion. The currency conversion rate used on the conversion date may differ from the rate in effect on the date a Transaction is made.
4. “Enhanced Card” means a Card which is capable of completing Transactions on both the WEX Network and a Third Party Network.
5. “Private Label” means a Card accepted for payment at limited locations within the WEX Network.
6. “Standard Card” means a Card capable of completing Transactions on the WEX Network.
7. “Total Outstanding Balance” means the invoiced amount, plus the amount of any unbilled Transactions delivered by a merchant to Issuer, and minus any credits that have been posted to the Account, through the Calculation Date.
8. “Truck Stop” means fuel distribution sites owned or operated by Love’s, Pilot, Flying J, or Travel Centers of America, and includes (but is not limited to) distribu tion sites that sell fuel and have islands that can accommodate tractor trailers in addition to providing other services requ ired of the over-the-road trucking market such as vehicle repair facilities, showers, and parking spaces to accommodate tractors and trailers.
9. “Universal Cards” means a Card accepted for payment at all locations in the WEX Network.
B. Use of Cards.
1. Customer and Account Users designated by Customer may use the Account in accordance with this Agreement to make purchases at merchants participating in the WEX Network. If Customer is approved for an Enhanced Card, the Account may also be used to make eligible purchases at merchants participating in a Third Party Network.
2. Customer may purchase dyed special fuel using its Account or Cards. Customer acknowledges that all dyed special fuel purchases will be used exclusively fo r off-road purposes and accordin g to all applicable laws governing its use. Issuer is not liable in any way f or any misuse or mishandling by Customer of any dyed special fuel. Upon request from applicable governm ental authorities, Issuer may provide information regarding Customer’s dyed special fuel purchases without prior authorization from Customer.
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.
C. Billing and Payment.
1. Customer agrees to pay for all Tran sactions occurring on its Cards or Acc ount(s), plus all accrued Fees as set forth in the table above, including any Late Fees, and applicable sales taxes. The Due Date generally will be between twenty-two (22) days and fourteen (14) days after the end of the Billing Cycle, as designated by Issuer at the time of Account setup, although there may be variations.
2. Payments made by paper check are posted to the Account after processing and must arrive at Issuer at least two Business Days before the Due Date on the billing st atement. It can take up to two Business Days to process a check from the time the env elope containing a check arrives at Issuer’s facility to posting of the check amount to the Account. For payments not made by paper check, payments made: (a) by 3:30 p.m. ET on a Business Day will be posted on that Business Day; and (b) after 3:30 p.m. ET (or payments made on a day other than a Business Day) will be posted on the following Business Day.
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3. If a Payment Default occurs, then a Late Fee will appl y to the Total Outstanding Balance. The Late Fee is specified in the table above, not to exceed the amount allowable by applicable law. For Billing Cycles other than monthly, the percentage rate used in the Late Fee calculation will be prorated based on the length of the billing cycle in relation to a monthly billing cycle.
4. In addition to Late Fees, Customer agrees to pay the additional fees in the amounts and as described above.
In the event that the Account incurs one or more payments past the payment due date in any 6-month period or makes a payment that is not honored by Customer ’s bank, Issuer may deem the Customer to be “High Risk” and reserves the right to change the Account’s billing cycle, payment terms (days-to-pay), and credit limit.
5. Our billing and payment system provides for various Billing Cycle and payment timing options. In the event your desire to change Billing Cycles you must make a request to Flee t Receivables for a Billing Cycle change. Upon receipt of the request, it will be a minimum of thirty (30) business days to change the Billing Cycle. In addition, any changes to Billing Cycles will not take effect until after the current cycle has closed.
Cycle changes cannot be made mid-month or mid-week from monthly to weekly Billing Cycles and cycle changes cannot be made mid-week or mid-month from weekly to monthly billing cycles. Cycle changes can only be made once per calendar year for each billing entity.
D. Reserved.
E. Effect of Termination.
1. Early Termination Fee. In the event of the termination of th is Schedule or the Agreement (1) by Issuer for cause, or (2) by Customer during the Initial Term (other than for a ma terial breach by Issuer if Issuer fails to cure such breach within a reasonable time af ter receipt of notice thereof), there shall be no refund, in whole or in part, of any payments already made by Customer to Issuer, and Customer shall make all outstanding payments due prior to the date of te rmination. Customer acknowledges that it would be impractical or extremely difficult to ascertain the actual damages to Issuer in the event that this Schedule or the Agreement is terminated as set forth in the preceding clauses (1) or (2) of this Section. Accordingly, in the event of such termination, Customer shall pay a fee for termination (“Early Termination Fee”) equal to:
(A) Issuer’s actual costs of implementation of the services for Customer under this Schedule, plus (B) an amount equivalent to the standard monthly Card fee multiplied by the number of Cards active during the month prior to receipt of such termination notice, w ith such product multiplied by the number of months remaining in the Term, plus (C) the average interch ange revenue from the applicable merchant pool projected for the remainder of the Initial Term based on Customer’s average volume during the 12 months preceding receipt of such a termination notice. The Ear ly Termination Fee shall be liquidated damages, a non-exclusive remedy, and not a penalty. Issuer shall be entitled to recover any costs of collection, including reasonable attorney’s fees and costs, incurred in the collection of the Early Termination Fee. Customer acknowledges that Customer shall have no right to with hold any payment due as a set-off against alleged claims against Issuer and hereby waives any such claim as a defense or counterclaim to termination by Issuer.
2. Repayment of Any Upfront Investment
. To the extent that Issuer or WEX has paid any incentive amount to Customer in advance, or has paid for or reimbursed Customer for any costs of Customer related to implementation or similar startup expenses, or has made any similar payments to Customer, then the following shall apply: If this Agreement is terminated for any reason, other than a breach by Issuer or WEX, prior to the end of the term during which such upfront investment was made, Customer shall repay to Issuer or WEX, as applicable, the entire am ount of the upfront investment. Such payment shall be in addition to payment of the Early Termination Fee described in Section E.1 above.
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Incentives Appendix
to Mobility Schedule
A. Definitions
1. “Centralized Billing” meaning Customer and each participating Affili ate, if applicable, each receive one bill and make one payment for their Account(s).
2. “Direct Debit” means payment of Customer’s (and Affiliates, if applicable) Billing Statement by permitting Issuer to directly debit Customer’s (or Affiliates, respectively) bank account. Applicable only if Customer elects to enroll in this payment method using the Direct Debit Enrollment Form, as updated by Issuer from time to time.
3. “Monthly Gallons” shall mean all gallons of fuel purchased usi ng Cards at retail locations that are billed during a calendar month. Fuel purchased by participating Affiliates shall be included in the Monthly Gallon calculation. Fuel purchased at Tier 1 Truck Stop locations (currently Flying J, Loves, Petro, Travel Center of America and Pilot) and large general merchandise retail chain locations (i.e., “big box stores”) is excluded from the Monthly Gallon amount for purposes of determining the applicable rebate percentage to apply. Due to billing cycle cut off dates and mo nthly calendar variances invoices f or a particular month may contain transactions from the previous month and they may no t contain all transactions that occurred during the month in which Customer was invoiced.
4. “Monthly Retail Transactions ” shall mean the total amount of all purchases made using Cards at retail (not bulk, aviation, mobile or private site) locations th at appear on invoices billed to Customer and any applicable Affiliates in a calendar month. Monthly Retail Transactions shall not include: (i) those amounts representing credits, disputed items, fees, late fees or charges posted to your accounts (such as returned check fees, collection costs, administrative fees and reporting fees); (ii) fuel purchased at Tier 1 Truck Stop locations (currently Flying J, Loves, Petro, Travel Center of America and Pilot); (iii) transactions that were billed to you as a repriced transacti on (either cost-plus or retail minus) at select merchants; (iv) amounts posted to an Account which has been disputed or associated with a Card that has been reported lost or stolen; or (v) transactions at any large general merchandis e retail chain locations (i.e., “big box stores”). Due to billing cycle cut off dates and mont hly calendar variances invoices may contain transactions from the previous month and they may not contain all transactions that occurred during the month in which Customer was invoiced.
B. Billing Cycle
1. Billing Cycle: Monthly
In the event that Affiliates are participating, all entities will have the same Billing Cycle and payment term.
C. Financial Incentives paid by Issuer. Issuer shall pay to Customer the following financial incentives subject to the terms and conditions defined below. Customer understands th at it is possible to individually qualify or not qualify for any financial incentives set forth herein.
1. Volume Rebate. Subject to the c onditions identified below, Issuer shall pay a monthly rebate, in the accordance with the below rebate table, based on all qualified Monthly Retail Transactions charged to Customer’s Accounts.
Rebate Table (Monthly)
D. Volume (Gallon Based) Rebate:
Issuer shall pay a monthly rebate of basis points off al l Monthly Retail Transactions charged to Customer’s accounts on the Program
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Rebate – Members that are participating in a Statewide contract under Sourcewell
Monthly Spend Basis Points (Rebate Percentage)
to member
No minimum spend requirement 185 basis points (1.85%)
Rebate Table – Non-State Members
Monthly Spend Basis Points (Rebate Percentage)
to member
No minimum spend requirement 100 basis points (1.00%)
a. Calculation. Issuer shall commence calculating the Volume Rebate on the first day of the first Billing Cycle after this Schedule becomes effective. The Volume Rebate wi ll be calculated by determining the applicab le rebate factor set f orth in the Rebate Ta ble above (the “Rebate Factor”), then by determining if Customer (and any Affiliates) have met th e conditions set forth above, thereby qualifying for payment of a Volume Reb ate. Lastly, for each qualify ing entity, Issuer shall multi ply the Rebate Factor by the total dollar amount of that entity’s qualified Monthly Retail Transactions to determine the Volume Rebate to be paid. If Customer Affiliates participate, the failure of one Affiliate to qualify for a Volume Rebate does not impact the eligibility of other Affiliates fo r a Volume Rebate payment.
b. Conditions. The Volume Rebate set forth herein is expressly conditioned on the following:
i.Monthly billing;
ii.Electronic reporting;
iii.Issuer’s receipt of payment in full within 26 calendar days of the billing date appearing on your invoice; iv.Credit approval; and
v.Signing a three year contract.
c. Cost of Lending Adjustment. Issuer may, in its sole disc retion, decrease the applicable Rebate Factor by the applicable percentage (the "Adjustment Rate") set forth in the table below for every 0.5% (50 basis points) by which the Effective Federal Funds Rate (“EFFR”) exceeds 5.25%. Issuer will evaluate the EFFR on a quarterly basi s (based on calendar year) on the last day of the relevant quarter, and will apply the Adjustment Rate, if applicable , to the Volume Rebate with respect to the subsequent quarte r.
Subsequent to any decrease pursuant to this section, if the EFFR decreases, Issuer may, in its sole discretion, increase the Rebate Factor by the same Adjustment Rate, provided that Rebate Factor will never exceed the amounts set forth in the table above.
BILLING/INVOICING FREQUENCY: ADJUSTMENT RATE:
Weekly 0.01% (1 basis point)
Bi-Weekly 0.02% (2 basis points)
Monthly 0.05% (5 basis points)
Payment. Volume Rebates for international transactions shall be paid at a rate of 50% of the applicable Rebate Factor. Volume Rebates shall be paid monthly in arrears.
2. Payment Timing Rebate. In addition to the Volume Rebate set forth above, Customer may qualify for an additional rebate based upon Issuer receiving payment prior to the payment due date. Subject to the express conditions below, we will issue a monthly rebate in accordance with the below Payment Timing Table of all Monthly Retail Transactions charged to your accounts (the “Payment Timing Rebate”). Customer shall select the billing cycle and payment frequency for the Agreement by placing an X in the “Election” column in the following Payment Timing Table.
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PAYMENT TIMING TABLE
Bill Presentment
Payment Timing Options: Payment in
full within the following calendar days
of the billing date appearing on your
invoice
Basis Points (Rebate Percentage)
Monthly 0 20 basis points (0.20%)
Monthly 1 19 basis points (0.19%)
Monthly 2 18 basis points (0.18%)
Monthly 3 17 basis points (0.17%)
Monthly 4 16 basis points (0.16%)
Monthly 5 15 basis points (0.15%)
Monthly 6 14 basis points (0.14%)
Monthly 7 13 basis points (0.13%)
Monthly 8 12 basis points (0.12%)
Monthly 9 11 basis points (0.11%)
Monthly 10 10 basis points (0.10%)
Monthly 11 9 basis points (0.09%)
Monthly 12 8 basis points (0.08%)
Monthly 13 7 basis points (0.07%)
Monthly 14 6 basis points (0.06%)
Monthly 15 5.5 basis points (0.055%)
Monthly 16 5 basis points (0.05%)
Monthly 17 4.5 basis points (0.045%)
Monthly 18 4 basis points (0.04%)
Monthly 19 3.5 basis points (0.035%)
Monthly 20 3 basis points (0.03%)
Monthly 21 2.5 basis points (0.025%)
Monthly 22 2 basis points (0.02%)
Monthly 23 1.5 basis points (0.015%)
Monthly 24 1 basis points (0.01%)
Monthly 25 0.5 basis points (0.005%)
Monthly 26 0 basis points
a. Calculation. Payments must be received and posted in the WEX systems in accordance with the option selected in order for the Payment Timing Incentive to apply. Please allow enough time for your payment to be sent from your financial institution and to be received and processed by Issuer.
b. Conditions. This discount will be applied at the time Issuer completes the Direct Debit (when applicable). In order to enroll in the Direct Debit program, Customer must complete a Direct Debit Enrollment Form. The Early Pay Rebate set forth herein is expressly conditioned on the following: (1) Receipt of payment in accorda nce with one of the op tions set forth in the Payment Timing Tabl e (above); and (2) utilization of centralized billing by Customer (i.e. one bill, one payment); and (3) electronic reporting (i.e . no paper reports).
c. Payment. Payment Timing Rebates for international transactions shall be paid at 50% of the applicable Rebate Factor. Payment Timing Rebates shall be paid monthly in arrears.
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STATE EXCEPTIONS APPENDIX
1. Governing Law
2. Any other issues specific to the governmental entity should be listed and agreed to here.
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CITY COUNCIL AGENDA REPORT
REPORTS
AGENDA ITEM NO. N.4
DATE: November 3, 2025
TO: City Council
FROM: Alexander Hamilton, Fire Chief, (805) 385-7700, [email protected]
SUBJECT: Urgent Procurement of a Paramedic Squad. (10 minutes)
RECOMMENDATION
That the City Council:
1. Approve a budget appropriation in the amount of $255,000 from the General Fund (101) available fund balance for the purchase, transport, and communication equipment cost of a paramedic squad; and
2. Authorizes the Mayor to execute a Purchase Order in the total amount of $225,000 for the purchase of the paramedic squad from Station Apparatus, LLC (seller).
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/p_tmMAbejfY
BACKGROUND
The Oxnard Fire Department (OFD) is an all-hazard agency that provides a full range of emergency and non-emergency services to the community. These services include, but are not limited to, fire suppression, emergency medical services, vehicle and industrial accident response, ocean and surf rescue, hazardous material response, urban search and rescue, swift water rescue, fire investigation, public fire and life safety education, regulation of hazardous materials storage and uses, disaster preparedness, and inspection of new construction. In calendar year 2024, Fire resources responded to 21,719 calls for service in Oxnard, of which 16,830 were emergency medical incidents. Oxnard Fire’s front-line fleet consists of eight (8) fire engines, two (2) aerial ladder trucks, and two (2) paramedic squads.
DISCUSSION
Oxnard Fire’s fleet of paramedic squads currently consists of one purpose-built truck (Squad 68) and a utility truck that functions as a squad (Squad 66), but with significantly less operational capacity than a purpose-built vehicle. There are no reserve squads in OFD’s fleet, significantly degrading OFD’s ALS response capabilities when one of the current squads is out of service for maintenance or repairs.
OFD received ARPA funds in 2023 for a new cab & chassis that would use an existing squad body and be purpose-built for frontline squad use, replacing the utility truck currently in use. That cab & chassis arrived in September of 2025, after a several-year delay due to manufacturer limitations and supply chain issues.
OFD requested $506,000 in the 2025/2026 budget year to replace the frontline squad (Squad 68) at Fire Station 8. Had that request been approved, it would have required approximately two years for purchase, delivery, and buildup before the unit would be ready for use in the city. In September of 2025, OFD located a purpose-built squad demo unit with only 59 miles, very similar in design and capacity to OFD’s current specification, that meets Oxnard Fire’s needs for ALS response capabilities, and is immediately available. There is an urgency to approve Oxnard Fire’s request to purchase this 603
unit, as it is significantly less expensive than a custom-ordered unit, and it will be ready for service in the city within weeks of delivery. The cost of this demo unit is $225,000, plus $5,000 to transport and $25,000 to equip with communications equipment, ultimately saving the city hundreds of thousands of dollars and several years of additional wear and tear on the current squad at Fire Station 8.
The purchase of this demo unit helps Oxnard Fire meet our mission as follows:
• Allows the current squad at Fire Station 8 to transition to reserve status at 60,000 miles, providing reserve capacity and enabling OFD to maintain a high level of ALS service when a frontline squad is out of service for maintenance and/or repairs.
• Allows for additional squad staffing/surge capacity during periods of increased incident activity, such as weather- related incidents, natural and man-made disasters, etc.
If approved, OFD would single-source the purchase from the seller, Station Apparatus, LLC.
STRATEGIC PRIORITIES
This agenda item supports Public Safety strategy. The purpose of the Public Safety strategy is to restore and modernize the delivery of public safety services to provide for the safety of our neighborhoods and health of our community.
FINANCIAL IMPACT
The total cost of the paramedic squad is $255,000. If approved, staff will issue a purchase order to acquire the vehicle from Station Apparatus LLC. Staff believe this option offers the most cost- and time-efficient solution, as purchasing a new custom-built paramedic squad would cost the City several hundred thousand dollars more and take years to manufacture and deliver. This vehicle is a unique find, as it meets the Oxnard Fire Department’s current specifications, supports the department’s Advanced Life Support (ALS) response capabilities, and is immediately available.
If approved, the total appropriation of $255,000 will be budgeted in the department’s General Fund operating account (1012501-56030).
COMMITTEE OUTCOME
This item did not originate in Committee.
Prepared by: John Colamarino, Assistant Fire Chief, Rose Rodarte, Administrative Services Manager
ATTACHMENTS
1. Presentation
2. Vehicle Purchase Form
3. Bill of Sale
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Urgent Procurement of a Paramedic Squad
Alex Hamilton, Fire Chief
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That the City Council approve and authorize:
1. The Mayor to execute a Purchase Order in the total amount of $225,000 for the purchase of the paramedic squad from Station Apparatus, LLC (seller).
2. The City Manager to approve a budget appropriation in the amount of $255,000 to fund the purchase, transport, and communications equipment costs of the vehicle.
Recommendation 2
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● The Oxnard Fire Department (OFD) is an all-hazard agency that provides a full range of emergency and non-emergency services to the community. ○ These services include, but are not limited to, fire suppression, emergency medical services, vehicle and industrial accident response, ocean and surf rescue, hazardous material response, urban search and rescue, swift water rescue, fire investigation, public fire and life safety education, regulation of hazardous materials storage and uses, disaster preparedness, and inspection of new construction
● In calendar year 2024, Fire resources responded to 21,719 calls for service in Oxnard, of which 16,830 were emergency medical incidents. Oxnard Fire’s front-line fleet consists of eight (8) fire engines, two (2) aerial ladder trucks, and two (2) paramedic squads.
Background 3
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• Oxnard Fire’s fleet of paramedic squads currently
consists of one purpose-built truck (Squad 68) and a
utility truck that functions as a squad (Squad 66), but with significantly less operational capacity than a
purpose-built vehicle. There are no reserve squads in
OFD’s fleet, significantly degrading OFD’s ALS response capabilities when one of the current squads is out of
service for maintenance or repairs.
• OFD received ARPA funds in 2023 for a new cab &
chassis that would use an existing squad body and be
purpose-built for frontline squad use, replacing the utility truck currently in use. That cab & chassis arrived in
September of 2025, after a several-year delay due to
manufacturer limitations and supply chain issues.
Discussion 4
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• In September of 2025, OFD located a purpose-built squad that is a demo unit with only 59 miles, is very similar in design and capacity to OFD’s current specification, meets Oxnard Fire’s needs for ALS response capabilities, and is immediately available.
There is an urgency to approve Oxnard Fire’s request to purchase this unit, as it is significantly less expensive than a custom-ordered unit, and it will be ready for service in the city within weeks of delivery. The cost of this demo unit is $225,000 , ultimately saving the city hundreds of thousands of dollars and several years of additional wear and tear on the current squad at Fire Station 8.
Discussion 5
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The purchase of this demo unit helps Oxnard Fire meet our mission as follows:
• Allows the current squad at Fire Station 8 to transition to reserve status at 60,000 miles, providing reserve capacity and enabling OFD to maintain a high level of ALS service when a frontline squad is out of service for maintenance and/or repairs. • Allows for additional squad staffing/surge capacity during periods of increased incident activity, such as weather-related incidents, natural and man-made disasters, etc.
If approved, OFD would single-source the purchase from the seller.
Discussion 6
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• The total cost of the paramedic squad is $255,000. If approved, staff will issue a purchase order to acquire the vehicle from Station Apparatus LLC. • Staff believe this option offers the most cost- and time-efficient solution, as purchasing a new custom-built paramedic squad would cost the City several hundred thousand dollars more and take years to manufacture and deliver. This vehicle is a unique find, as it meets the Oxnard Fire Department’s current specifications, supports the department’s Advanced Life Support (ALS) response capabilities, and is immediately available.
If approved, the total appropriation of $255,000 will be budgeted in the department’s General Fund operating account (1012501-56030).
Financial Impact 7
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QUESTIONS?
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VEHICLE PURCHASING FORMDivision Date Contact Person Extension Check appropriate boxes: NewUsedReplacement Additional Projected Cost $ Equipment DescriptionInclude Options(A/C, engine size, extended cab, 4X4, radio, etc.)Qty Account NumberAttach letter of justification for each item.Signatures of Approval:DateDivision Manager Department DirectorFleet ManagerFinance Department City ManagerAfter approval, forward to Purchasing. Comments:
10/26/2025
Alexander Hamilton (Oct 26, 2025 18:37:38 MDT)
10/26/2025
Jose Arreola (Oct 27, 2025 05:55:57 PDT)
10/27/2025
27/10/2025
Alexander Nguyen (Oct 27, 2025 13:33:13 PDT)
Alexander Nguyen
10/27/2025
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-----------Station Apparatus LLC. ----------- 1170 Cooney Road loretto Pa 15940 814-609-0002 Build Specifications TO THE: DATE: 10/23/2025 City of Oxnard Fire Department 360 W. Second Street Oxnard CA 93039 We hereby agree to supply the following in stock apparatus One (1) Light rescue truck Ford F550 XL DRW (Race Red) Crew cab diesel engine 4x4 with a custom aluminum fire/ rescue body. Includes: 59 miles 10 speed transmission 4x4 19,500 GVW 4:30 ratio limited slip Skid plates Prep package 40 gallon diesel tank 410 dual alternators All aluminum body and cab Diesel 6.7L power stroke Custom 9' Fire/ Rescue body 100% slidemaster slide out trays in transverse compartment. Split deployment Vehicle to vehicle whelen technology Whelen core package Pioneer LED scene lighting Havis console 614
-----------Station Apparatus LLC. ----------- 1170 Cooney Road loretto Pa 15940 814-609-0002 Custom diamond plate bed cover Led compartment lights High class hitch receiver Back up alarm Custom Scba bottle / fire extinguisher compartments L2 lower and R2 lower Adjustable shelving Running boards Pike pole/ Roof Hook Custom slotted tube holders Kussmaul auto eject with external digital display Kussmaul battery charger AC household receptacles in 4 rear compartments 4 gang duplex $225,000.00 Respectfully submitted, Matt McCoy Station Apparatus LLC President 615
Used Medic Squad VPF Form
Final Audit Report 2025-10-27
Created: 2025-10-24
By: Rose Rodarte ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAzI7mmwp8SjBd7abq4iN666SMofOMj0VD "Used Medic Squad VPF Form" History
Document created by Rose Rodarte ([email protected]) 2025-10-24 - 0:28:42 AM GMT
Document emailed to John Colamarino ([email protected]) for signature 2025-10-24 - 0:30:53 AM GMT
Email viewed by John Colamarino ([email protected]) 2025-10-26 - 9:56:19 PM GMT
Document e-signed by John Colamarino ([email protected]) Signature Date: 2025-10-26 - 9:56:58 PM GMT - Time Source: server Document emailed to Alexander Hamilton ([email protected]) for signature 2025-10-26 - 9:57:00 PM GMT
Email viewed by Alexander Hamilton ([email protected]) 2025-10-27 - 0:37:24 AM GMT
Document e-signed by Alexander Hamilton ([email protected]) Signature Date: 2025-10-27 - 0:37:38 AM GMT - Time Source: server Document emailed to Jose Arreola ([email protected]) for signature 2025-10-27 - 0:37:40 AM GMT
Email viewed by Jose Arreola ([email protected])
2025-10-27 - 12:52:33 PM GMT
Document e-signed by Jose Arreola ([email protected]) Signature Date: 2025-10-27 - 12:55:57 PM GMT - Time Source: server Document emailed to Javier Chagoyen-Lázaro ([email protected]) for signature 2025-10-27 - 12:55:59 PM GMT
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Email viewed by Javier Chagoyen-Lázaro ([email protected]) 2025-10-27 - 5:45:02 PM GMT
Document e-signed by Javier Chagoyen-Lázaro ([email protected]) Signature Date: 2025-10-27 - 5:45:46 PM GMT - Time Source: server Document emailed to Alexander Nguyen ([email protected]) for signature 2025-10-27 - 5:45:48 PM GMT
Email viewed by Alexander Nguyen ([email protected]) 2025-10-27 - 8:32:04 PM GMT
Document e-signed by Alexander Nguyen ([email protected]) Signature Date: 2025-10-27 - 8:33:13 PM GMT - Time Source: server Agreement completed.
2025-10-27 - 8:33:13 PM GMT
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