240000000226.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number MA240000000226

C O

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WEX BANK

111 East Sego Lily Drive, Suite 250

Sandy UT 84070

Janet Parker

207-749-6176

Janet.parker@wexinc.com

CV0065279

ST

AT

E

Pr og ra m

M an ag er

Various Various

C on tr ac t Ad m in is tr at or Emily Massa DTMB

517-897-7321 massae@michigan.gov

CONTRACT SUMMARY

Fuel Card Services- Statewide

INITIAL EFFECTIVE DATE

January 1, 2024

INITIAL EXPIRATION DATE

December 31, 2029

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE BEFORE

December 31, 2029

PAYMENT TERMS

Net 45 and prompt pay discounts (See Schedule B)

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$20,000,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$20,000,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective May 18th, 2026, the attached scope of work requirements are added to the contract.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

CN 3 – 240000000226 – EV CHARGING IN ROUTE

F. EV Charging in Route Program

1) The purpose of this Change Notice is to add the EV Charging En Route Program to the Contract.

Under this Program, the Contractor will enable card acceptance or payment through an Authorized Payment Device at designated electric vehicle (“EV”) charging stations, including those operated by ChargePoint and other operators participating in the WEX EV En Route Charging Network.

i) Enable Card acceptance for EV charging transactions at participating EV Merchants.

ii) Provide one radio frequency identification (RFID) device per enabled Card to serve as the Authorized Payment Device.

iii) Disable and replace RFID devices upon request and in accordance with the fees described in Section 3. RFID devices must be disabled upon customer request for any vehicle that has left inventory or no longer requires an RFID device.

iv) RFID transaction data and reporting shall be incorporated into the established WEX fuel interface.

2) EV Enabled Card Fee The Company will pay a monthly fee of $5.00 (“EV Fee”) for each Card enabled for EV charging transactions. The EV Fee applies to each Card that is enabled at any point during the calendar month. All RFID device billing and fees shall be incorporated into the current WEX fuel bill.

3) Authorized Payment Device (RFID) Replacement Fee The Contractor will provide one RFID device at no charge for each enabled Card. Replacement RFID devices will be provided as needed at a cost of $10.00 per device, and the original device will be disabled upon issuance of the replacement.

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA240000000226

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DNR Sue Lutton 517-388-6207 luttons@michigan.gov

MDOT Daniel Murphy 517-284-6447 murphyd2@michigan.gov

MSP Mary Vickrey 517-243-7192 VickreyM@michigan.gov

DMVA Gregory Pawlak PawlakG@michigan.gov

DTMB Michael Mowers MowersM@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Fuel Card Services- Statewide

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 1, 2024 December 31, 2029 2 - 1 Year December 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

111 East Sego Lily Drive, Suite 250

Sandy UT 84070

Janet Parker

207-749-6176

Janet.parker@wexinc.com

CV0065279

WEX BANK

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Emily Massa

(517) 897-7321

DTMB

Various Various massae@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45 and prompt pay discounts (See Schedule B)

Change Notice Number 2

Contract Number MA240000000226 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$20,000,000.00 $0.00 $20,000,000.00

DESCRIPTION

Effective July 1, 2025, the following language hereby replaces and supersedes all previous language for the specified section:

Schedule A - Statement of Work Contract Activities, 2. Service Requirements, 2.1.Database and Technology, C. Access Control Website or Mobile, 1. Authentication Process, f. The authentication process is limited to three unsuccessful attempts and must be reinstated by the authorized personnel (preferable the System Security Administrator). User accounts should be systematically disabled after 6 months of inactivity and must be deleted after one year of inactivity.

Please note the State Contract Administrator has been updated to Emily Massa.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement and DTMB Central Procurement approval.

AGENCY NAME PHONE EMAIL

DNR Sue Lutton 517-388-6207 luttons@michigan.gov

MDOT Daniel Murphy 517-284-6447 murphyd2@michigan.gov

MSP Mary Vickrey 517-243-7192 VickreyM@michigan.gov

DMVA Gregory Pawlak PawlakG@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000226

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Fuel Card Services- Statewide

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 1, 2024 December 31, 2029 2 - 12 Months December 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

111 East Sego Lily Drive, Suite 250

Sandy UT 84070

Janet Parker

207-749-6176

Janet.parker@wexinc.com

CV0065279

WEX BANK

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Valerie Hiltz

(517) 249-0459

DTMB

Various Various hiltzv@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 1

Contract Number MA240000000226 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$20,000,000.00 $0.00 $20,000,000.00

DESCRIPTION

Effective July 15, 2024 this contract is updating Language to this contract per the attached Lanaguage Revisions document.

All other terms, conditions, specifications and pricing remain the per Contractor, and Michigan Cyber Security Agreement and DTMB Central Procurement Services approval.

AGENCY NAME PHONE EMAIL

DNR Sue Lutton 517-388-6207 luttons@michigan.gov

DMVA Tara Premoe 517-481-7643 PremoeT@michigan.gov

MDOT Daniel Murphy 517-284-6447 murphyd2@michigan.gov

MSP Mary Vickrey 517-243-7192 VickreyM@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA240000000226

Language Revisions

Via CN #1, Effective 7/15/2024 MA 240000000226

The following language revisions are being made via this change notice.

1. Standard Contract Terms, Section 31.a. (4) to be revised as follows:

(4) on an aggregated basis, anonymized data, (meaning all uniquely identifiable, or combination of data that could uniquely identify a user, a user device, or a user location has been removed), can be used for any purpose whatsoever, provided that Contractor shall not deaggregate any data. Additionally, any data or information generated or collected by the Contractor due to processing fleet transactions shall remain the sole and exclusive property of the Contractor and such data and information shall not be considered Confidential Information of the State nor subject to any of the restrictions set forth above. This Section survives the termination of this Contract.

2. Schedule D, Section 10.1 is to be revised as follows:

10.1 For Hosted Services, Contractor must ensure the infrastructure and applications are scanned using an approved scanning tool (Qualys, Tenable, or other PCI Approved Vulnerability Scanning Tool) at least monthly and Contractor must, upon request, provide the State with verification that the Contractor has completed the required scans and addressed remediations. Contractor will ensure the remediation of issues identified in the scan according to the remediation time requirements documented in the table below:

REMEDIATION TABLE

Issue Severity Remediation Timelines

Critical 3 days High 30 days Medium 90 days Low 365 days

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000226 .

between

THE STATE OF MICHIGAN

and

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WEX Bank, Inc.

ST

A

TE

Pr og ra m

M an ag er

Various See Attached

111 East Sego Lily Drive, Suite 250

Sandy, UT 84070

Janet Parker

C on tra ct

Ad m in is tra to r Valerie Hiltz DTMB

207-749-6176 517-249-0459

Janet.parker@wexinc.com hiltzv@michigan.gov

CV0065279

CONTRACT SUMMARY

DESCRIPTION: Fuel Card Services- Statewide

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 1, 2024 December 31, 2029 2 additional one-year periods December 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 and prompt pay discounts (See Schedule B) N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number 230000000510. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $20,000,000.00

STATE OF MICHIGAN PROCUREMENT

DTMB Central Procurement Services 320 S. Walnut Street, 2nd Floor North Lansing, MI 48933

03/15/2016

Contract Number: 240000000226 Change Notice Number (if applicable): N/A

Program Managers for

Multi-Agency & Statewide Contracts

AGENCY NAME PHONE EMAIL

1 DMVA Tara Premoe 517-481-7643 premoet@michigan.gov

2 DNR Sue Lutton 517-388-6207 luttons@michigan.gov

3 MDOT Daniel Murphy 517-284-6447 murphyd2@michigan.gov

4 MSP Mary Vickery 517-243-7192 vickreym@michigan.gov

CONTRACT NO. 240000000171

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

DTMB Central Procurement Services__ Agency

Date

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and WEX Bank (“Contractor”), a Utah industrial bank. This Contract is effective on January 1, 2024 (“Effective Date”), and unless terminated, will expire on December 31, 2029 (the “Term”).

This Contract may be renewed for up to two additional one-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract.

The State will document its exercise of renewal options via Contract Change Notice

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry;

(b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects;

(d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

STANDARD CONTRACT TERMS

Master Agreement 240000000226

Fuel Card Services- Statewide

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Legal Department c/o WEX Inc.

1 Hancock Place Portland, Maine 04101 legalnotices@wexinc.com

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Valerie Hiltz 320 S. Walnut Street, 2nd Floor N.

Lansing, MI 48999 hiltzv@michigan.gov 517-249-0459

Janet Parker 1 Hancock Place Portland, Maine 04101 janet.parker@wexinc.com 207-749-6176

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

DMVA

Tara Premoe premoet@michigan.gov 517-481-7643

Ryan Moholland 1 Hancock Place Portland, Maine 04101 ryan.moholland@wexinc.com

207-523-7150DNR

Sue Lutton luttons@michigan.gov 517-388-6207

MDOT

Daniel Murphy murphyd2@michigan.gov 517-284-6447

MSP

Mary Vickrey vickreym@michigan.gov 517-243-7192

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request.

6. Insurance Requirements. See Schedule C.

7. Reserved.

8. Extended Purchasing Program. This contract is extended to MiDEAL members.

MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in http://www.michigan.gov/mideal perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

10. Subcontracting. Contractor may not delegate any of its material obligations under the Contract without the prior written notice to the State. Contractor must notify the State at least 90 calendar days before the proposed delegation, and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) to the extent applicable, incorporate the terms and conditions contained in this Contract in any subcontract with a material subcontractor (ie., providers of direct services to the State or performing a critical function for the State pursuant to this Contract). Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor. Notwithstanding the foregoing, WEX may use its affiliates and Third Parties to directly or indirectly meet its obligations under this Contract without the prior written consent of the State, provided that Contractor remains responsible for meeting the obligations under this Contract. Upon the State’s request, not more than once per year, Contractor will provide a list of its existing Subcontractors and material Third Parties to the State. As used throughout this Contract, “Subcontractor” (whether or not capitalized) refers to an unaffiliated third party with whom WEX enters a contract for the express purpose of providing products and services to the State. "Third Party" means a third-party supplier or vendor of WEX who provides products and services to WEX benefiting Contractor’s entire customer base, including the State. For the avoidance of doubt, merchants and other fuel suppliers are not Subcontractors or Third Parties.

11. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign “key personnel” specified in Schedule A by providing a notice to Contractor.

12. Background Checks. Background checks, if applicable, will be assessed as described in Schedule A.

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members;

(d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

16. Reserved.

17. Reserved.

18. Reserved.

19. Reserved.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All amounts are payable and to be processed in compliance with the Prompt Payment Act, MCL 17.51-57 within 45 days of the State’s receipt.

Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Contract are for the State’s exclusive use.

Notwithstanding the foregoing, all prices are exclusive of applicable taxes for which either WEX or an accepting merchant is able to exempt and file for the refund, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

Pursuant to MCL 207.1034, “if the purchase of motor fuel is charged to a credit card issued to an eligible government entity, the issuer of the card shall bill the government entity without the tax and seek a refund."

The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities.

Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/cpexpress to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

21. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either:

(a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or purchase order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether http://www.michigan.gov/cpexpress

Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. Contractor Termination due to Default. If the State OR MiDEAL MEMBER under this Contract defaults: (i) it will not have any further right to borrow under this Contract or the relevant participating agreement; (ii) all outstanding amounts under the account shall be immediately due and payable; (iii) Contractor may terminate the Contract or MiDeal agreement; and (iv) Contractor will have the right to bring suit and exercise all rights and remedies available under applicable law. Alternatively, Contractor MAY, in its sole discretion: (i) suspend all services and obligations; (ii) shorten the billing cycle;

or (iii) change the payment terms. The suspension of services and/or obligations will not be deemed a waiver of any right to terminate the Contract as to any individual entity (provided that termination of one entity will not per se impact termination of any separate entities), whether as a result of the default to which such suspension of services or obligations relates or otherwise. For purposes of this Section, “default” means if: (a) the State or a MiDeal member fails to perform any obligation under the Contract or it’s participating agreement; (b) any petition in bankruptcy, insolvency, receivership, or reorganization or proceeding pursuant to any other debtor relief law is filed by or against the State or a MiDeal member; (d) any order is entered appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of the State or MiDeal member; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit of creditors with respect to the State or MiDeal member, or any other material adverse change in the financial condition of the State or MiDeal member; or (f) any adverse judgment, order or award is entered against the State or MiDeal member that has a material adverse impact on the financial condition of the State or MiDeal member or a detrimental effect on the ability of the State or MiDeal member to perform its obligations to Contractor. Further, Contractor may terminate this Contract (1) upon reasonable advance written notice to the State (which notice shall not be less than 90 days unless a shorter time frame is required in order to comply with applicable law), if: (i) Contractor determines there exists a material risk that its continued participation in the Program(s) would be in violation of applicable law; (ii) WEX determines that a change in applicable law, a judicial decision of a court or a new interpretation or guidance from a regulatory authority would have a material adverse effect on the Contract, Contractor’s rights or obligations under this Contract, or Contractor’s financial conditions; (iii) a regulatory authority with jurisdiction over Contractor has objected to the Contract and Contractor determines that its rights and remedies under this Contract are not sufficient to protect Contractor against the potential consequences of such concerns; or (iv) a fine or penalty has been assessed against Contractor in connection with the Contract, including as a result of a consent order or a stipulated judgment.

26. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 180 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”).

This Contract will automatically be extended through the end of the transition period.

27. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding.

To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

28. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

Limitation of Liability. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

Contractor shall not be liable for any loss sustained by the State or any participating agencies or any other entity resulting from any act or omission by Contractor 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 Contractor’s gross negligence or willful misconduct. Contractor’s liability shall be limited to actual damages incurred by the State or any participating agencies or entities as a direct result of Contractor’s gross negligence or willful misconduct.

Contractor’s liability for actual damages shall not exceed the sum of: (a) all fees paid by the State or a participating agency or entity individually to Contractor under this Agreement in the twelve (12) month period prior to the date when any claim is made against Contractor; plus (b) all other revenue earned by Contractor for all of the applicable entity’s Transactions made in the twelve (12) months prior to the date of any claim made against Contractor. In no event will Contractor be liable for incidental, special, consequential or punitive damages and the State and any participating entities receiving Accounts or Cards under this Agreement expressly and unconditionally waives any right to such damages. Except as otherwise required under applicable law or otherwise set forth in this Contract, Contractor makes no warranty with respect to goods, products, merchantability, or services purchased with a Card or the Account, or through Contractor. Contractor is not responsible for any failure of a merchant to accept the Account or a Card.

Contractor is not liable for any loss, liability or damages that the State or a participating entity suffers as a result of, related to, or in any way are connected with any fraud control or purchase restriction measures Contractor elects to implement from time to time, unless such loss, liability or damage is a direct result of Contractor’s gross negligence or willful misconduct.

29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

30. Reserved

31. State Data.

a. Ownership. The State’s data (“State Data,” which will be treated by Contractor as Confidential Information) includes: (a) the data provided by the State regarding the State, its employees, devices, vehicles, or operations, for the purpose of establishing an Account or Cards, or making purchases under this Agreement, including any personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the Contract Activities, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed. For the avoidance of doubt, “State Data” does not include the confidential, proprietary, or trade secret information of Contractor or the merchants from whom the State makes purchases under this Contract. State Data is and will remain the sole and exclusive property of the State and all right, title, and interest in the same is reserved by the State. Contractor may use the State Data or any data or information it creates, gathers, possesses, or obtains solely for purposes related to the operation of a card payment network (including, without limitation, to facilitate the transaction dispute process with merchants;

to engage in fraud modeling; and similar activities); (2) for product development and improvement; (3) in connection with a regulatory exam or request by a regulator of Contractor; or (4) on an aggregated basis for any purpose whatsoever, provided that Contractor shall not reaggregate any data.

Additionally, any all data and information generated or collected by Contractor from processing fleet transactions shall remain the sole and exclusive property of Contractor and such data and information shall not be considered Confidential Information of Sponsor nor subject to any of the restrictions set forth above. This Section survives the termination of this Contract.

b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Contract Activities, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Contract Activities.

Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Contract Activities, such use and disclosure being in accordance with this Contract, any applicable Statement of Work, and applicable law; and (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available State Data for Contractor’s own purposes or for the benefit of anyone other than the State without the State’s prior written consent. This Section survives the termination of this Contract.

c. Extraction of State Data. Contractor must, within five (5) business days of the State’s request, provide the State, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), an extract of the State Data in the format specified by the State.

d. Backup and Recovery of State Data. Unless otherwise specified in Schedule A, Contractor is responsible for maintaining a backup of State Data and for an orderly and timely recovery of such data. Unless otherwise described in Schedule A, Contractor must maintain a contemporaneous backup of State Data that can be recovered within two (2) hours at any point in time.

e. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State Data, Contractor must, as applicable: (a) notify the State as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with the State in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by the State;

(c) in the case of PII or PHI, at the State’s sole election, (i) notify the affected individuals who comprise the PII or PHI as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within 5 calendar days of the occurrence; or (ii) reimburse the State for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twenty-four (24) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from the State in connection with the occurrence; (g) be responsible for recreating lost State Data in the manner and on the schedule set by the State without charge to the State; and, (h) provide to the State a detailed plan within 10 calendar days of the occurrence describing the measures Contractor will undertake to prevent a future occurrence. Notification to affected individuals, as described above, must comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Contractor’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Contractor has taken to protect the affected individual;

what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Contractor. This Section survives the termination of this Contract.

32. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.

The provisions of this Section survive the termination of this Contract.

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA);

(b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where:

(a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a Statement of Work, in whole or in part, each party must, within 5 calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control; provided, however, that Contractor must return State Data to the State following the timeframe and procedure described further in this Contract. Should Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and must certify the same in writing within 5 calendar days from the date of termination to the other party. However, the State’s legal ability to destroy Contractor data may be restricted by its retention and disposal schedule, in which case Contractor’s Confidential Information will be destroyed after the retention period expires.

33. Data Security Requirements. Contractor must comply with the requirements of the Data Security Schedule attached as Schedule E to this Contract.

34. Payment Card Industry Data…