3 NASPO Participating Addendum 00819-Fleet Card.pdf

PARTICIPATING ADDENDUM

MASTER AGREEMENT 00819

FLEET CARD SERVICES

WEX BANK FLEET CARD PROGRAM AGREEMENT

This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is made and entered into by and between the State of Wisconsin acting by and through the Department of Enterprise Services, a Wisconsin State governmental agency "Enterprise Services" and WEX Bank, a Utah corporation "Contractor" and will become effective on the date this agreement is fully executed by both parties.

1. Scope. This Participating Addendum between the Participating Entity signing below and WEX Bank governs the Fleet Card program offered pursuant to the NASPO Master Contract 00819 between the State of Washington “Washington” and U.S. Bank. State Agencies, Campuses, and Political Subdivisions designated by the State of Wisconsin, Department of Administration may participate in the Fleet Card Program.

“Government Entity” means the State of Wisconsin. In order for Government Entity Agencies “State Agencies” to participate in the Commercial Card Program, the Government Entity will furnish to WEX Bank a Government Entity Agency Addendum listing those agencies allowed to participate. The Government Entity has the right to exclude any agencies from the Agreement by providing written notice to WEX Bank at any time.

“State Agencies” means an office, department, agency, institution of higher education, the legislature, a legislative service agency, the courts, a judicial branch agency, an association, society, or other body in state government that is created or authorized to be created by the constitution or by law, for which appropriations are made by law.

“Political Subdivisions” means any municipalities, which is defined in Wisconsin Statue as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.).

Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats. Political Subdivisions may participate in this Agreement upon credit approval by U.S. Bank and upon the signing and submission of a properly completed Political Subdivision Addendum.

2. Term. The term of this Addendum (the “Term”) shall commence on the Effective Date of this Addendum and shall be in effect until December 31, 2025. The Participating State and WEX Bank shall have the option to renew this agreement for two (2) additional years upon mutual agreement. Notwithstanding anything to the contrary, this Agreement shall end on the termination date of the Master Agreement unless this Addendum is terminated earlier in accordance with the Master Agreement.

3. Notices. The parties will make all notifications, consents, or approvals required under this Participating Addendum in writing, unless otherwise expressly stated to the contrary. The parties will deem any required notices given either (i) two days after the date of mailing if sent by registered or certified mail, return receipt requested; or (ii) one day after the date of mailing if sent by a national overnight courier service to either of the addresses indicated below.

To Participating State:

State of Wisconsin Department of Administration 101 E. Wilson St., 6th Floor Madison, WI 53703 Attn: Bruce Derge

To WEX Bank:

WEX Bank Public Sector 97 Darling Ave. So.

Portland, ME 04106 Attn: Ryan Kelly

4. Governing Law and Venue. The laws of the State of Wisconsin and applicable federal laws and regulations of the United States apply to any dispute arising out of this Participating Addendum, its subject matter, or its formation. The parties shall bring any dispute or claim, arising out of or related to this Participating Addendum, before a state or federal court in the city of Madison, Wisconsin.

DocuSign Envelope ID: 4A1C89A1-F829-4635-9629-AFED89507066

FLEET CARD SERVICES

5. Incorporation. The following documents are incorporated herein by reference as if set forth at length:

Appendix A: State of Wisconsin Standard Terms and Conditions Appendix B: State of Wisconsin Supplemental Terms and Conditions The Master Agreement

In the event of a conflict between the terms and conditions set forth in this Addendum and/or applicable law, the conflict shall be resolved by giving precedence to the following documents in the following order:

1. This Addendum, without reference to Appendix A, Appendix B, or the Master Agreement

2. Appendix A: Standard Terms and Conditions

3. Appendix B: Supplemental Standard Terms and Conditions

4. Master Agreement

6. Participating Entity Modifications or Additions to the Master Agreement

Participating Entity must check one of the boxes below.

No changes to the terms and conditions of the Master Agreement are required.

The following changes are modifying or supplementing the Master Agreement terms and conditions.

The following sections shall be deleted from the Master Agreement 00819:

• Section 4.3 - Wage Violations

• Section 4.4 - Pay Equality

• Section 4.5 - Executive Order 18-03 Workers' Rights (Mandatory Individual Arbitration)

• Section 11.1 - Records Retention

• Section 13 - Public Information

• Section 17.17 - Attorney’s Fees

7. Authorization and Execution. Participating Addendum may be executed and delivered by the parties electronically, and fully executed electronic versions of this Participating Addendum, or reproductions thereof, will be deemed to be original counterparts.

FLEET CARD SERVICES

IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Participating Entity:

State of Wisconsin, Department of Administration

Contractor:

WEX Bank

Signature: Signature:

Name:

Cheryl Edgington

Name: Tim Laukka

Title:

Director

Title: President

Date: Date: February 12, 2021

By W435075 at 6:13 pm, Feb 10, 2021

2/16/2021 | 2:15 PM CST

APPENDIX A

STANDARD TERMS AND CONDITIONS

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APPLICABLE LAW AND COMPLIANCE:

The Master Agreement and these Standard Terms and Conditions shall apply to any contract or order aw arded as a result of this request except w here special requirements are stated elsew here in the request; in such cases, the special requirements shall apply. Further, the w ritten contract and/or order w ith referenced parts and attach- ments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknow ledgment shall be effective or binding unless expressly agreed to in w riting by the contracting authority.

This contract shall be governed under the law s of the State of Wisconsin. The contractor shall at all times comply w ith and observe all federal and state law s, local law s, ordinances, and regulations w hich are in effect during the period of this contract and w hich in any manner affect the w ork or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of

s. 77.66, Wis. Stats., and related statutes regarding certif ication for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract w ith any federally debarred contractor or a contractor that is presently identif ied on the list of parties excluded from federal procurement and non-procurement contracts.

No right or duty in w hole or in part of the contractor under this contract may be assigned or dele- gated w ithout the prior w ritten consent of the State of Wisconsin.

NONDISCRIMINATION / AFFIRMATIVE ACTION:

In connection w ith the performance of w ork under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis.

Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the follow ing: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including appren- ticeship.

Except w ith respect to sexual orientation, the contractor further agrees to take aff irmative action to ensure equal employment opportunities.

Contracts estimated to be over fif ty thousand dollars ($50,000) require the submission of a w ritten aff irmative action plan by the contractor. An exemp- tion occurs from this requirement if the contractor has a w orkforce of less than fifty (50) employees. Within fif teen (15) w orking days after the contract is aw arded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it w ill hire only on the basis of merit and w ill not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political aff iliation.

CANCELLATION:

The State of Wisconsin reserves the right to cancel any contract in w hole or in part w ithout penalty due to nonappropriation of funds or for failure of the contractor to comply w ith terms, conditions, and specif ica-tions of this contract.

The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law .

Failure to comply w ith the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or w ithholding of payment.

Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and w ill not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract w ith a company that is not compliant w ith this provision. This provision applies to contracts valued $100,000 or over.

TAXES:

PARTIES AND SCOPE:

This Participating Addendum, including all of its attached exhibits and other documents incorporated by reference, including the State Supplemental Terms and Conditions (the “Participating Addendum”), is entered into by and betw een WEX Bank (the “Contractor”), and the State of Wisconsin (the “State”). This Participating Addendum covers participation in the Fleet Card Services Master Agreement led by the State of Washington (the “Master Agreement”), for use by State agencies and other entities located in Wisconsin w hich are authorized by law to utilize State contracts.

DEVIATIONS AND EXCEPTIONS:

ENTIRE AGREEMENT:

The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below .

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, w ine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel.

How ever, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the law s of that state.

Contractors perform- ing construction activities are required to pay state use tax on the cost of materials.

The parties acknow ledge and agree that the only provisions of this Participating Addendum that apply as betw een the parties w ith respect to the business relationship they are entering into for the fleet card services are those (a) w hich specif ically apply to the provision of such fleet card services (and the related extension of credit) and (b) the subject matter of w hich is not already addressed in the Master Agreement (provisions constituting BOTH (a) or (b) are referred to as "Applicable Clauses"). All clauses contained in this Participating Addendum w hich are not Applicable Clauses shall be deemed inapplicable and of no effect betw een the parties. The Applicable Clauses shall be deemed to supplement the Master Agreement.

UNFAIR SALES ACT:

Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

ANTITRUST ASSIGNMENT:

The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection w ith this contract.

ASSIGNMENT:

APPENDIX A

STANDARD TERMS AND CONDITIONS

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13.0 If a state public off icial (s. 19.42, Wis. Stats.), a member of a state public off icial's immediate family, or any organization in w hich a state public off icial or a member of the off icial's immediate family ow ns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) w ithin a tw elve (12) month period, this contract is voidable by the state unless appro- priate disclosure is made according to s.

19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Miff lin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classif ied and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements,

s. 16.417, Wis. Stats.

PROMOTIONAL ADVERTISING / NEWS RELEASES:

Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state off i- cial or employee for commercial promotion is prohibited. New s releases pertaining to this procurement shall not be made w ithout prior approval of the State of Wisconsin. Release of broadcastt e-mails pertaining to this procurement shall not be made w ithout prior w ritten authorization of the contracting agency.

FOREIGN CORPORATION:

A foreign corporation (any corporation other than a Wisconsin corporation) w hich becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certif icate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherw ise exempt from the requirement of obtaining a certif icate of authority. Any foreign corporation w hich desires to apply for a certif icate of authority should contact the Department of Financial Institutions, Division of Corporation, P.

O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

Vendors w ho have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

VENDOR TAX DELINQUENCY:

PUBLIC RECORDS ACCESS:

It is the intention of the state to maintain an open and public process in the solicita- tion, submission, review , and approval of procurement activities. Bid/proposal openings are public unless otherw ise specif ied.

Records may not be available for public inspection prior to issuance of the notice of intent to aw ard or the aw ard of the contract. Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, follow ing final payment, shall retain all records produced or collected under this contract for six (6) years.

DISCLOSURE:

APPENDIX B

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS

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No attempt has been made or w ill be made by the bidder/proposer to induce any other person or firm to submit or not to submit a bid/proposal for the purpose of restricting competition.

CONFLICT OF INTEREST:

EMPLOYMENT:

The contractor w ill not know ingly engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement w ithout the w ritten consent of the employing agency of such person or persons and of the contracting agency.

Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

RECORDKEEPING AND RECORD RETENTION:

It is the intention of the state to maintain an open and public process in the solicitation, submission, review , and approval of procurement activities.

Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, follow ing final payment, shall retain all records produced or collected under this contract for six (6) years.

The parties hereto agree that the contractor, its off icers, agents, and employees, in the performance of this agreement shall act in the capacity of an independent contractor and not as an off icer, employee, or agent of the state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor w ill be deemed to be an independent contractor and w ill not be considered or permitted to be an agent, servant, joint venturer, or partner of the state.

Each person signing this contract certif ies that: He/she is the person in the contractor’s organization responsible w ithin that organization for the decision as to the prices being offered herein and that he/she has not participated, and w ill not participate, in any action contrary to 2.1 through

2.3 above; (or)

He/she is not the person in the bidder's/proposer's organization responsible w ithin that organization for the decision as to the prices being offered herein, but that he/she has been authorized in w riting to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and w ill not participate in any action contrary to 2.1 through

2.3 above, and as their agent does hereby so certify; and he/she has not participated, and w ill not particpate, in any action contrary to 2.1 through

2.3 above.

Section 16.417, Wis. Stats., prohibits an individual w ho is a State of Wisconsin employee or w ho is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency w here the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals w ho have full-time appointments for less than tw elve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

INDEPENDENT CAPACITY OF CONTRACTOR:

DUAL EMPLOYMENT:

The prices in this bid/proposal have been arrived at independently, w ithout consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices w ith any other bidder/proposer or w ith any competitor;

ACCEPTANCE OF BID/PROPOSAL CONTENT:

CERTIFICATION OF INDEPENDENT PRICE DETERMINATION:

The contents of the bid/proposal of the successful contractor w ill become contractual obligations if procurement action ensues.

By signing this bid/proposal, the bidder/proposer certif ies, and in the case of a joint bid/proposal, each party thereto certif ies as to its ow n organization, that in connection w ith this procurement:

Unless otherw ise required by law , the prices w hich have been quoted in this bid/proposal have not been know ingly disclosed by the bidder/proposer and w ill not know ingly be disclosed by the bidder/proposer prior to opening in the case of an advertised procurement or prior to aw ard in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor;

and