State of Illinois Participating Contract v.26.1

Central Management Services

Sourcewell

Participating Contract

JPMC 030625-WEX Fleet Payment Solutions

26-416CMS-BOSS4-P-95131

The Parties to this Participating Contract (“Participating Contract” or “Contract”) are the State of Illinois acting through the undersigned Agency (collectively the State) and WEX Bank (the “Vendor”). This Contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this Contract, constitute the entire contract between the Parties concerning the subject matter of the Contract, and in signing the Contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the Contract. This Contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the Contract. This Contract can be signed in multiple counterparts upon agreement of the Parties. Cooperative contract means the agreement between the lead entity and the vendor as facilitated by the cooperative.

1. SCOPE OF WORK

This Participating Contract incorporates the Cooperative Contract Master Agreement 030625-WEX for use by Central Management Services (CMS). This JPMC may be utilized by all governmental units and qualified not-for-profit agencies as defined in Section 6 of this Contract.

The State of Illinois is procuring:

A. Fleet Card Vendor payment solutions for fuel, oil, and fluids for vehicles, aircraft, and watercraft, including gasoline, diesel fuel, alternative fuels, aviation fuel, lubricants, and fluids.

B. Fleet Card Vendor payment solutions for electric vehicle charging, station fees; and, C. Fleet Card Vendor 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, marina services, and related parts or supplies.

D. In addition to the card and mobile application services the State is procuring 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 v.26.1 telematics, private-site fuel location payment or data services, digital and mobile applications, training, and technical and customer support.

1.1. Participation: This Participating Contract may be used by all state agencies, institutions of higher institutions, political subdivisions and other entities authorized to use statewide contracts in the State of Illinois. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

1.2. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

1.2.1. Vendor WEX Bank

A. Name: Janet Parker B. Title: Strategic Relationship Manager C. Address: 1 Hancock Street, Portland, ME 04101 D. Telephone:207-749-6176 E. Email: Janet.Parker@wexinc.com

1.2.2. Participating Entity (Central Management Services)

A. Name: Krysti Rinaldi B. Title: Assistant Director C. Address: 300 West Jefferson Street, 3rd Floor, Springfield, IL 62702 D. Telephone: 217.558.3765 E. Email: Krysti.Rinaldi@illinois.gov

2. Participating State Modifications or Additions to Sourcewell Master Agreement 030625-WEX:

The following changes are modifying or supplementing the Cooperative contract terms and conditions. These modifications and additions apply only to actions and relationships with Central Management Services and other State Agencies. Any conflict between the terms of the Cooperative Contract and the terms of this Participating Contract shall be governed by the terms of this Participating Contract. Those terms that are not otherwise in conflict shall continue in full force and effect.

2.1. SUPPLIES AND/OR SERVICES REQUIRED:

2.1.1. Telematics Services.

A. For State Agencies Telematics usage must be approved by Central Management Services Division of Vehicles (CMS DOV).

B. Vendor will work with Fleet Operations (Fleet Ops) and Geotab to customize CMS DOV reports (i.e. a utilization report that did not use GPS location data).

i. Vendor provides individualized scheduling planning meetings with agencies and continues to coordinate with CMS DOV and agencies on installations.

ii. Vendor will coordinate with Geotab to troubleshoot when a device or modem is not working or is causing electrical problems in vehicles.

iii. Vendor will set up the State of Illinois Geotab Dashboard interface and coordinates with Geotab to “program” and customize our dash to meet our reporting needs (i.e. turned off GPS tracking and activated a location tracking purging mechanism to satisfy the demands of our State of Illinois (SOI) bargaining units).

iv. Vendor will help CMS DOV staff set up maintenance email notifications (to mirror the preventative maintenance schedule we set up in our Fleet Management Software System (FMSS) Enterprise Asset Management (EAM) system) to go out to agencies from their individual dashboards and continue to train Vehicle Coordinators (VCs).

2.1.2. Wex Fleet Plus Card

A. State Agencies will not be granted access to use the Wex Fleet Plus Card.

2.1.3. WEX EV At-Home and WEX EV Depot

A. State Agencies will not be granted access to use the WEX EV At-Home and/or WEX EV Depot.

2.1.4. Driver Dash

A. State Agencies will not be granted access to use Driver Dash.

2.2. MILESTONES AND DELIVERABLES:

2.2.1. Disaster Preparedness

A. The fueling of The State’s vehicle fleet is critical. In the event of a unforeseen disaster that effects either the State or Wex, Wex must work with the State in order to ensure the State has continued access to their Fuel Cards and services of this Contract.

B. WEX must work with the State to set up online emergency card profiles so the State can easily remove or change the card control limits to support the emergency needs. WEX must send regular updates outlining which networks and fuel stations are open and active in disaster areas.

2.2.2. The Vendor must provide Representational State Transfer Application Programming Interface (REST API) for Cards, Accounts, and Transactions.

A. WEX offers a comprehensive suite of Application Programming Interface API)-driven solutions that empower businesses to optimize fleet management, reduce costs, and enhance security. WEX APIs provide real-time transaction monitoring, fraud alerts, and granular card controls, enabling proactive fraud prevention and minimizing financial losses. WEX offer API-driven real-time alerts and notifications to their customers to immediately notify them of possible fraudulent events. We are also exploring mobile app payment integration to enhance security and convenience for drivers. WEX APIs are designed to meet the diverse needs of our customers, from SMBs to large fleets, and can be customized to address specific use cases and risk tolerances. By partnering with WEX, customers gain access to innovative solutions that enhance efficiency, strengthen security, and drive business growth.

B. Fleet Administration Services currently available via API include Account Card, Driver, Site, and Vehicle management integrations.

C. Digital Instant Issuance functionality provides a replacement card (due to loss, theft, or damage) within one hour.

D. Fraud Mitigation functionality allows WEX customers to receive real-time email alerts and advanced decision making (e.g., flag a transaction as “valid” or “fraudulent”).

2.3. VENDOR/STAFF SPECIFICATIONS:

2.3.1. Any changes in Contact Persons shall be in writing to the State within two business days.

A. Vendor will provide a Government Relationship Manager/Public Sector Relationship Manager:

A. Name: Janet Parker B. Phone: 207-749-6176 C. Email: janet.parker@wexinc.com

B. Vendor will provide Account Manager/Public Sector Account Executive, and day-to-day primary contact for CMS is:

A. Name: Ashley Connelly B. Phone: 207-303-8550 C. Email: Ashley.connelly@wexinc.com D. Day to day contact for agency vehicle coordinators will be to utilize the four team members dedicated to government accounts (POD):

the government POD consists of 4 trained reps to answer questions and assist with any issues/reporting etc.

Phone: Office 866-627-8039 Email: SAS@wexinc.com

C. CMS DOV Contact A. Division of Vehicles (DOV) Contact Name: Kevin Campbell B. DOV Contact Title: Innovations and Systems Manager C. DOV Contact Phone: (773) 882-6858 D. DOV Contact Email: Kevin.M.Campbell@Illinois.gov

D. Vendor will provide training on a frequency determined by the State.

Vendor’s Merchant Operations will work with the State, individual agencies and merchants to correct any product code errors.

E. Coordination with Fleet Management Software System A. WEX must work with the State’s Fleet Management Software System vendor to provide a WEX Link flat file for the State of IL to upload to the FMSS vendor’s site.

2.3.2. Transition, if, at any time, this Participating Addendum is canceled, terminated, or otherwise expires, and a Contract is subsequently executed with a firm other than the Vendor, the Vendor has the affirmative obligation to assist in the smooth transition of Contract services to the subsequent contractor, including providing documents and information not otherwise protected from disclosure by law and other reasonable requests made by the State’s contract administrator.

Transition assistance will be provided at no separate or additional cost to the State, whether by lump sum cost encumbrance, hourly charges, or any other form of separate or additional cost.

2.3.3. Vendor will provide the State with the opportunity to refer fuel stations to a WEX certified credit card processor for inclusion into the network. Inclusion into the network will be subject to the Vendor's standard practices.

A. WEX will provide instructions to CMS to give to CMS Division of Vehicles, approved garages and approved preventive maintenance providers/vendors for the State.

B. The garage/service provider will need to work with their credit card processor to complete a merchant application provided by the processor.

The processor will then work with WEX to complete acceptance.

C. Reference Section 2.2.2.(A).

D. The transaction data must be provided in a flat file and includes extensive detail for both fueling and service transactions, enabling fleets to analyze vehicles, drivers, and purchase information, and reconcile monthly invoices.

E. Prior to invoicing the State of Illinois, Vendor must be able to deduct the Federal Excise Tax, State and Local taxes for fuel that the State is exempt from paying.

Vendor must maintain vendor status, as applicable, for diesel fuel tax exemption the State of Illinois is entitled to receive.

2.4. SUBCONTRACTING:

2.4.1. Will subcontractors be utilized for the services provided under this Agreement for the State of Illinois? Yes No

2.4.2. Vendor must receive prior written approval before use of any subcontractors in the performance of this Contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this Contract.30

ILCS 500/20-120.

2.4.3. A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

2.4.4. All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

2.4.5. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

A. Subcontractor Name:

B. Amount to Be Paid:

C. Address:

D. Description of Work:

If additional space is necessary to provide subcontractor information, please attach an additional page.

2.4.6. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

2.4.7. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

2.5. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all fuel card services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the Contract by Vendor.

2.5.1. Vendor shall disclose the locations where the fuel card services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

A. Location where fuel card services will be performed: USA B. Value of services performed at this location: 100%

3. PRICING

3.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the Contract price is firm or estimated at the time it is submitted for obligation. The total price of this Contract is estimated.

3.2. VENDOR’S PRICING: Vendor’s pricing is in the Items Tab in the BidBuy Purchase Order.

3.2.1. Per the Sourcewell Master Agreement 030625 WEX Article 1: General Terms, subpoint 10, Pricing: Pricing information (including Pricing and Delivery and Pricing Offered tables) for all Included Solutions within Supplier's Proposal is incorporated into this Master Agreement.

3.2.2 Per the Sourcewell Master Agreement 030625 WEX Article 1: General Terms, subpoint 11, Not to Exceed Pricing: Suppliers may not exceed the prices listed in the current Pricing List on file with Sourcewell when offering Included Solutions to Participating Entities. Participating Entities may request adjustments to pricing directly from Supplier during the negotiation and execution of any transaction.

3.2.3. Rebates

Monthly Spend Basis Points (Rebate Percentage) to member

No minimum spend requirement 185 basis points (1.85%)

A. The Rebate set forth herein is expressly conditioned on the following:

i. Monthly billing.

ii. Electronic reporting.

iii. Payment in full within 26 calendar days of the billing date appearing on your invoice.

iv. Credit approval.

v. Signing a three-year contract.

B. Rebates are not available for purchases made with the electric vehicle radio frequency identification card (RFID)

3.2.4. Vendor’s Merchant price adjustment: The following is a list of WEX accepting merchants for State and participating entities that provide additional discounts.

A. Vendor will be adding the State of Illinois accounts to their growing discount network, called the Edge Network.

B. Please note that Vendor will have a specific enrollment form for State

Contracts for the Edge Network.

C. Merchant price adjustments are based on a) use of the Vendor card at the location and b) the Merchant participation in the Vendor's fuel program.

D. Please note that the Merchant may suspend, modify or discontinue participation in the Vendor's fuel program at any time. Merchants may be added to the Vendor fuel program during the life of this contract and, as such, the price adjustments will be included.

E. There is no guarantee that these price adjustments will remain the same throughout the life of the contract and are subject to annual review by the Merchant of State's and Participating Entity's purchasing volume at the Merchant's locations. These price adjustments will be paid monthly in arrears directly to the qualifying entity.

F. Merchant Price Adjustments:

Merchant Cents/Gallon Fuel Type Huck’s Convenience Stores $0.04 Gasoline and Diesel Gas City/Steel City $0.03 Gasoline and Diesel Road Ranger $0.02/$.04 Gasoline and Diesel Kelley Williamson $0.03 Gasoline and Diesel Knapp Oil $0.02 Gasoline and Diesel Hy-Vee Inc $0.03 Gasoline and Diesel Safeway $0.01 Gasoline and Diesel Casey’s General Stores $0.10 Gasoline and Diesel

3.2.5. Telematics Pricing—negotiated pricing in accordance with Section 3.2.2. of this participating contract.

A. The existing CMS 12,500 vehicle units pricing is set at $19.75, and is a bundled fee: hardware, installation and monthly service.

i. BidBuy Line item #28 pricing expires June 27, 2029.

ii. Self-installation is deferred to Fiscal Year 2028, to allow for completion of existing fleet installations by Wex/Geotab.

B. New telematics sales starting 6/1/26 will fall under the new WEX Bank

Sourcewell Master Agreement 030625-WEX contract current pricing.

i. The GR9 bundle (self-installation, including unit and harness) is $20 each.

ii. The ProPlus Bundle (self-installation, including unit and harness) is

$20.95/month.

3.2.6. Analytics Pricing—Included in BidBuy Line Items.

A. Will be incorporated into WEX Online, the main platform that every account uses. There is no charge for WEX Online.

B. Transaction log must include vehicle Asset number, date, time and location that fuel was dispensed, odometer reading, fuel description, fuel quantity, and price per gallon.

C. Once Clearview is integrated with WEX Online there may be a charge for some enhanced reporting features.

3.3. ECONOMIC ADJUSTMENTS:

3.3.1. Vendor must notify The State of all fully executed Sourcewell Price and Product Change Request Forms.

A. The State reserves the right to accept or reject all fully executed Sourcewell Price and Product Change Request Forms.

3.3.2. Any Material change to this Agreement must be executed in writing through an amendment and will not be effective until it has been duly executed by The State and the Vendor.

3.4. MAXIMUM AMOUNT: This is an indefinite quantity master contract.

4. TERM AND TERMINATION

4.1. TERM:

4.1.1. TERM OF THIS CONTRACT: The Contract will have a term commencing upon 6/1/26 or the last dated signature of the parties whichever is later and ending on June 27, 2029.

A. In no event will the maximum total term of the Contract, including the initial term, any renewal terms, and any extensions, exceed the length of the Sourcewell Master Agreement.

B. Vendor shall not commence billable work in furtherance of the Contract prior to final execution of the Contract except when permitted pursuant to 30 ILCS 500/20-80.

4.2. TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the Contract.

4.2.1. If Vendor fails to perform to the State’s satisfaction any material requirement of this Contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the Contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the Contract without additional written notice or (b) enforce the terms and conditions of the Contract.

4.2.2. For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

4.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this Contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

4.3.1. Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this Contract up to and including the date of termination.

4.4. AVAILABILITY OF APPROPRIATION: This Contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this Contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease. Notwithstanding the foregoing, the State will pay for incurred charges made by the State on Vendor provided fuel cards.

5. STANDARD BUSINESS TERMS AND CONDITIONS

5.1 PAYMENT TERMS AND CONDITIONS:

5.1.1 Proper bills and invoices will be paid by the State within 60 days of receipt in accordance with the State Prompt Payment Act and Illinois Administrative Code. 30 ILCS 540; 74 III. Adm. Code 900.

5.1.2 LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable.

30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

5.1.3 MINORITY CONTRACTOR INITIATIVE: RESERVED.

5.1.4 EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this Contract by the Parties even if the effective date of the Contract is prior to execution.

5.1.5 PREVAILING WAGE: If Vendor provides services within the State of Illinois, as a condition of receiving payment Vendor must (i) be in compliance with the Contract, (ii) pay its employees prevailing wages when required by law,

(iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request.

Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

5.1.6 FEDERAL FUNDING: This Contract may be partially or totally funded with

Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

5.1.7 INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this Contract, and the amount billed and expenses incurred are as allowed in this Contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30

ILCS 210.

A. Vendor shall not bill for any fuel taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

B. Vendor shall invoice at this completion of the Contract unless invoicing is tied in this contract to credit billing cycles, milestones, deliverables, or other invoicing requirements agreed to in the Contract. Send invoices to:

Agency: Applicable Agency will provide invoicing information.

Attn:

Address:

City, State Zip

C. For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

https://labor.illinois.gov/

5.2. ASSIGNMENT: This Contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

5.3. SUBCONTRACTING: RESERVED.

5.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this Contract and any subcontract necessary to support amounts charged to the State pursuant this Contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the Contract or completion of the Contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay Contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this Contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

5.5. TIME IS OF THE ESSENCE: RESERVED.

5.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

5.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this Contract without penalty if performance does not resume within thirty

(30) days of the declaration.

5.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Contract. The Parties shall presume all information received from the other Party, or to which it gains access pursuant to this Contract, is confidential. No confidential data collected, maintained, or used in the course of performance of this Contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this Contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this Contract, in whatever form it is maintained, promptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

5.9. USE AND OWNERSHIP: Reserved.

5.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments from third-parties, including in-house and contracted reasonable attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this Contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

5.11. INSURANCE: Vendor shall, at all times during the term of this Contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

5.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State shall be made on that basis.

5.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this Contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this Contract.

5.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this Contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes.

Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this Contract.

5.15. BACKGROUND CHECK: If a representative of Vendor physically enters property owned by the State, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

5.16. APPLICABLE LAW:

A. PREVAILING LAW: This Contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

B. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal

Opportunity requirements are incorporated by reference. 44 Ill. Adm.

Code 750.

C. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this Contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this Contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

D. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

5.17. ANTI-TRUST ASSIGNMENT: Reserved.

5.18. CONTRACTUAL AUTHORITY: The Agency that signs this Contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this Contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a http://www.ilga.gov/legislation/ilcs/ilcs.asp master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

5.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

5.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this Contract using the Contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

5.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this Contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination.

5.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this Contract and compliance with law and rule to determine whether to continue this Contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

5.23. FREEDOM OF INFORMATION ACT: This Contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this Contract. 5 ILCS 140.

5.24. SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

5.25. WARRANTIES FOR SUPPLIES AND SERVICES: RESERVED.

5.26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall notify the State, in a reasonable amount of time, of insolvency or bankruptcy that may have a material impact on Vendor’s ability to perform this Contract.

5.27. EMPLOYEMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

6. Piggyback and Participating Contract Terms and Conditions

6.1. In the event of any inconsistency or conflict between the articles, attachments or provisions which constitute this Participating Contract, the following descending order of precedence shall apply:

6.1.1. This State of Illinois Participating Contract.

6.1.2. Sourcewell Master Agreement 030625-WEX Fleet Payment Solutions with

Related Services.

6.1.3. Sourcewell Solicitation RFP 030625 – Fleet Payment Solutions with Related

Services.

6.1.4. Vendor’s response to Cooperative Solicitation RFP 030625 – Fleet Payment

Solutions with Related Services.

6.1.5. Contractor’s terms and conditions.

6.2. The Chief Procurement Officer for General Services makes this contract available to all governmental units and qualified not-for-profit agencies.

6.3. Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this contract for the items in this contract to all State of Illinois governmental units and qualified not-for-profit agencies.

6.4. The supplies or services subject to this Contract shall be distributed or rendered directly to each governmental unit or qualified not-for-profit agency.

6.5. Vendor shall bill each governmental unit or qualified not-for-profit agency separately for its actual share of the costs of the supplies or services purchased.

6.6. The credit or liability of each governmental unit or qualified not-for-profit agency shall remain separate and distinct.

6.7. Disputes between vendors and governmental units or qualified not-for-profit agencies shall be resolved between the affected parties.

6.8. All terms and conditions in this Contract apply with full force and effect to all purchase orders.

7. STATE SUPPLEMENTAL PROVISIONS

7.1. Agency Definitions

7.1.1. “Chief Procurement Officer” means the chief procurement officer appointed pursuant to 30 ILCS 500/10-20(a)(4).

7.1.2. “Governmental unit” means State of Illinois, any State agency as defined in Section 1-15.100 of the Illinois Procurement Code, officers of the State of Illinois, any public authority in Illinois which has the power to tax or any other public entity created by Illinois statute.

A. State Agencies are defined as any department, office, commission, board, or authority within the Executive Department, which includes state supported universities and colleges. This term encompasses various entities that operate under the state government, providing services and oversight across different sectors.

7.1.3. “Qualified not-for-profit agency” means any not-for-profit agency that qualifies under Section 45-35 of the Illinois Procurement Code and that either

(1) acts pursuant to a board established by or controlled by a unit of local government or (2) receives grant funds from the State or from a unit of local government.

7.2. Required Federal Clauses, Certifications and Assurances

7.3. Public Works Requirements (construction and maintenance of a public work) 820

ILCS 130/4.

7.4. Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

7.5. Agency Specific Terms and Conditions

7.6. Other (describe)

8. ATTACHMENTS

8.1. Financial Disclosures

8.2. Cooperative Participation State of Illinois Specific Terms and Conditions

8.3. WEX Fleet Card Financial Incentives for Sourcewell Statewide Contracts

8.4. WEX Telematics Customer Agreement

8.5. WEX Sawatch Analytics Terms and Conditions

8.6. WEX EV Charging En Route Solution Enrollment Form and the Sourcewell Addendum to the Fuel Card Services Agreement

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 26-416CMS-BOSS4-R-297363

• Project Title: JPMC 030625-WEX Fleet Payment Solutions

• Contract #: 26-416CMS-BOSS4-P-95131

• Procurement Method (IFB, RFP, Small Purchase, etc.): RFP

• BidBuy / Bulletin Reference #: 26-416CMS-BOSS4-B-51252

• BidBuy / Bulletin Publication Date: 04/06/26

• Award Code: B

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #:

• Small Business Set-Aside? Yes No Percentage:

• Minority Owned Business? Yes No Percentage:

• Women Owned Business? Yes No Percentage:

• Persons with Disabilities Owned Business? Yes No Percentage:

• Veteran Owned Small Business? Yes No Percentage:

• Other Preferences?

STATE OF ILLINOIS

IPG ACTIVE REGISTERED VENDOR DISCLOSURE

(formerly named FORMS B)

State of Illinois Chief Procurement Office for General Services 1 IPG Active Registered Vendor Disclosure V.26.1

BidBuy Reference #: 26-416CMS-BOSS4-B-51252 Procurement/Contract #: 26-416CMS-BOSS4-P- 95131

** STOP and READ THIS ** You may only submit this form if you have an ACTIVE (unexpired and approved) registration in the Illinois Procurement Gateway.

This IPG Active Registered Vendor Disclosure may be used when responding to an Invitation for Bid (IFB) or a Request for Proposal (RFP) if the vendor is registered in the Illinois Procurement Gateway (IPG) and has an active State of Illinois Vendor Registration Number. The IPG assigns each vendor a unique State of Illinois Vendor Registration Number and expiration date upon the Chief Procurement Office’s acceptance of the vendor’s IPG application.

If a vendor does not have an active State of Illinois Vendor Registration Number, then the vendor must complete and submit Vendor Disclosure (formerly named Forms A) with their response. Failure to do so may render the submission non-responsive and result in disqualification.

Please read this entire section and provide the requested information as applicable. All parts in the IPG Active Registered Vendor Disclosure must be completed in full and submitted along with the vendor’s bid, offer, or response.

1. Certification of Illinois Procurement Gateway Registration My business has an active State of Illinois Vendor Registration Number.

To ensure that you have an active registration in the IPG, search for your business name in the IPG Registered Vendor Directory. If your company does not appear in the search results, then you do not have an active IPG registration.

State of Illinois Vendor Registration Number: IPG-0675466

IPG Expiration Date: 01/15/2027

2. Certification Timely to this Solicitation or Contract Vendor certifies it is not barred from having a contract with the State based upon violating the prohibitions related to either submitting/writing specifications or providing assistance to an employee of the State of Illinois by reviewing, drafting, directing, or preparing any invitation for bids, a request for proposal, or request of information, or similar assistance (except as part of a public request for such information). 30 ILCS 500/50-10.5(e).

Yes No

3. Disclosure of Lobbyist or Agent (Complete only if bid, offer, or contract has an annual value over $100,000) Is your company or parent entity(ies) represented by or do you or your parent entity(ies) employ a lobbyist required to register under the Lobbyist Registration Act (lobbyist must be registered pursuant to the Act with the Secretary of State) or an agent who has communicated, is communicating, or may communicate with any State officer or employee concerning the bid or offer? If yes, please identify each lobbyist and agent, including the name and address below. Yes No

If yes, please identify each lobbyist and agent, including the name and address below. If you have a lobbyist that does not meet the criteria, then you do not have to disclose the lobbyist’s information. Additional rows may be inserted into the table or an attachment may be provided if needed.

(formerly named FORMS B)

State of Illinois Chief Procurement Office for General Services 2 IPG Active Registered Vendor Disclosure V.26.1

Name Address Relationship to Disclosing Entity Click here to enter text. Click here to enter text. Click here to enter text.

Describe all costs/fees/compensation/reimbursements related to the assistance provided by each representative lobbyist or other agent to obtain this Agency contract: Click here to enter text.

4. Disclosure of Current and Pending Contracts Complete only if: (a) your business is for-profit and (b) the bid, offer, or contract has an annual value over $100,000. Do not complete if you are a not-for-profit entity.

Yes No. Do you have any contracts, pending contracts, bids, proposals, subcontracts, leases or other ongoing procurement relationships with units of State of Illinois government?

If “Yes”, please specify below. Additional rows may be inserted into the table or an attachment in the same format may be provided if needed.

Agency Project Title Status Value Contract Reference/P.O./Illinois Procurement Bulletin #

CMS Fleet Fuel Card Services Active >$200,000 CMS7903500

5. Vendor certifies that no procurement or laundering of apparel provided to the State under the contract has been or will be provided through the use of forced labor exploitation. 30 ILCS 500/25-210.

6. Signature As of the date signed below, I certify that:

My business’ information and the certifications made in the Illinois Procurement Gateway are truthful and accurate.

The certifications and disclosures made in this IPG Active Registered Vendor Disclosure are truthful and accurate.

This IPG Active Registered Vendor Disclosure is signed by an authorized officer or employee on behalf of the bidder, offeror, or vendor pursuant to Sections 50-13 and 50-35 of the Illinois Procurement Code, and the affirmation of the accuracy of the financial disclosures is made under penalty of perjury.

This disclosure information is submitted on behalf of:

Vendor Name: WEX Bank Phone: 207-749-6176

Street Address: 111 East Sego Lily Drive, Suite 250 Email: janet.parker@wexinc.com

City, State, Zip: Sandy, UT 84070 Vendor Contact: Janet Parker

(formerly named FORMS B)

State of Illinois Chief Procurement Office for General Services 3 IPG Active Registered Vendor Disclosure V.26.1

Signa Date:

Printed Name:

Title:

TAXPAYER IDENTIFICATION NUMBER

State of Illinois Chief Procurement Office for General Services 4 IPG Active Registered Vendor Disclosure V.26.1

I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. person (including a U.S. resident alien).

If you are an individual, enter your name and SSN as it appears on your Social Security Card.

If you are a sole proprietor, enter the owner’s name on the name line followed by the name of the business and the owner’s SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s name on the name line and the D/B/A on the business name line and enter the owner’s SSN or EIN.

If the LLC is a corporation or partnership, enter the entity’s business name and EIN and for corporations, attach IRS acceptance letter (CP261 or CP277).

For all other entities, enter the name of the entity as used to apply for the entity’s EIN and the EIN.

Name:

Business Name: WEX Bank

Taxpayer Identification Number:

Social Security Number: Click here to enter text.

or

Employer Identification Number Legal Status (check one):

Individual Governmental

Sole Proprietor Nonresident alien

Partnership Estate or trust

Legal Services Corporation Pharmacy (Non-Corp.)

Tax-exempt Pharmacy/Funeral Home/Cemetery (Corp.)

Corporation…