Reso 2021-3185 - Laserfiche WebLink

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services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, the State of Washington, or any Participating or Purchasing Entity in any promotional material without the prior written consent of Enterprise Services. 4.14. MASTER AGREEMENT TRANSITION. Contractor covenant that, in the event this Master Agreement or a similar contract, is transitioned to another contractor (e.g., Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of nine (9) months to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and all other Participating Entities. 5. USING THE MASTER AGREEMENT— ESTABLISHING A CARD USER AGREEMENT. 5.1. ESTABLISHING A CARD USER AGREEMENT (CUA). Purchasing Entitles shall establish a Card User Agreement as described in Exhibit D or as modified by the Participating State's Participating Addendum in order to receive cards, establish access to the online system, and leverage any other goods and services from this Master Agreement. 5.2. EXTENSION OF CREDIT. Contractor in its sole discretion extends credit and establishes accounts for Purchasing Entities. Contractor may research the financial condition of any Purchasing Entity. If requested, Purchasing Entity agrees to furnish Contractor copies of its official and finalized financial statements or other applicable financial information no later than 120 days following the end of each of its fiscal years. The financial statements shall have been prepared, consistently year over year and shall be in accordance with the books and records of Purchasing Entity. Any financial information submitted shall be kept strictly confidential by Contractor. (a) Purchasing Entities or any other entity or individual authorized by a Purchasing Entity to use an account opened pursuant to this Master Agreement or, as applicable, a Participating Addendum, or cards issued by Contractor pursuant to this Master Agreement or, as applicable, a Participating Addendum (each such entity or individual an "Account User") can make purchases up to the credit limit that is assigned by Contractor. The credit limit appears on the billing statement and can be monitored via WEXOnline°. Each Purchasing Entity shall not to exceed its credit limit. Contractor may change the credit limit without prior notice. Contractor will use its best efforts to provide advance notice of any changes to the credit limit. If Contractor is unable to provide advance notice, Purchasing Entity will receive notification promptly following any such change. If Contractor has previously permitted Participating Entity to exceed its credit limit, it does not mean that Contractor will permit Participating Entity to exceed its credit limit again. (b) Contractor may suspend an account or refuse to authorize any transaction in its sole discretion and specifically in the event that: (i) any balance is past due more than 60 days (Purchasing Entity are contacted by WEX strategic receivables team prior to suspension. Should the authorized contact not respond, WEX strategic receivables will notify the Purchasing Entity's WEX premium fleet account manager to escalate concern to other contacts within that Purchasing Entity); and/or (ii) the amount of the transaction plus the outstanding balance (including transactions authorized but not yet posted) exceeds the credit limit. Contractor shall notify the Purchasing Entity prior to account suspension for past due balances or exceeding credit limits. Each Purchasing Entity shall, immediately upon request, pay the amount over the limit and any associated fees or the MASTER AGREEMENT No. 00819 — FLEET CARD SERVICES PAGE 7 OF 138