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2010-03STATE OF FLORIDA AGENCY AGREEMENT FOR ELIGIBLE USERS ISSUED UNDER CONTRACT N0.973-163-06-1 FOR THE STATE OF FLORIDA FUEL CARD SERVICE PROGRAM Definitions: "Agreement" means; the Fuel Card Services Contract (973-163-06-1) by and between the STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES ("Department"), TransMontaigne Product Services, Inc. ("TransMontaigne" or "Seller"), and Comdata Network, Inc., hereinafter collectively referred to as the "Parties" or "Contractor", which incorporates Contact Amendments, the Department's Invitation to Negotiate ("ITN") No. 43-973-163-X and Comdata's response to such ITN. "Eligible Users" is defined in 60A-1.005, F.A.C. The following entities are eligible users: 1. All governmental agencies, as defined in Section 163.3164, F.S., which have a physical presence within the State of Florida; 2. Any independent, non-profit college or university that is located within the State of Florida and is accredited by the Southern Association of Colleges and Schools. Specific Authority 287.042 (12) F.S. Law Implemented 287.012 (12) F.S. History -New 8-24-04. Section 287.056 of the Florida Statutes governs agencies' use of the Contract. Others may seek Department approval under section 287.042(2)(a} as an eligible user of the Contract. City of Clermont (Name of Eligible User) 59-6000290 (Federal/State Tax Identification Number} Freddy Suarez 352-241-7386 (Name, Phone #, and a-mail of Fuel Card Program Administrator) 685 West Montrose Street {Billing Address} Clermont, FL 34711 {City, State and Zip Code) All other capitalized terms used in this Addendum without definition have the meanings set for thin the Agreement. AEreements of Contractors and Eligible User: 1. Eligible User represents that it is authorized by the laws of the State of Florida to enter into this Addendum and to become an Eligible User under the Agreement. 2. Eligible User hereby requests the services of Contractor described in the Agreement and agrees to perform all duties of an Eligible User under the Agreement, including, without limitation, payment of ail charges on its account (s}within the time periods provided under the Agreement, payment of any fees provided in the Agreement (at the rates set for the in the Agreement), and cooperation with respect to providing all necessary information for the administration of the Agreement. Eligible User agrees to be bound by the terms and conditions of the Agreement, including, without limitation, rules for authorized and unauthorized use of cards, disputes of charges, reporting lost and stolen cards, and all other rules and provisions relating to use of Eligible Entity's account. CERTIFICATE OF FARMING USE OR STATE USE (KEROSENE OR DIESEL FUEL} (To support vendor`s claim for a credit or payment under section 6427 of the Internal Revenue Code.} Name, address and employer identifiication number of ultimate vendor: TransMontaigne Products Services, Inc. 1670 Broadway Street, Suite 3100 Denver, CO 80202 Federal Tax Identification Number - 84-1477374 The undersigned buyer ("Buyer") hereby certifies the following under penalties of perjury: A. Buyer will use the diesel fuel or kerosene to which this certificate relates - {check one}: 1. On a farm for farming purposes (as defined in §48.6420-4 of the Manufacturers and Retailers Excise Tax Regulations} and Buyer is the owner, tenant, or operator of the farm on which the fuel will be used; 2. On a farm as defined in §48.6420-4{c}j for any of the purposes described in paragraph (d) of that section (relating to cultivating, raising, or harvesting) and Buyer is not the owner, tenant, or operator ofi the farm on which the fuel will be used; or X 3. For the exclusive use of a State or local government, or the District of Columbia. B. This certificate applies to the following (complete as applicable): 1. If this is a single purchase certificate, check here and enter: a. Invoice or delivery ticket number b. Number of gallons 2. if this is a certificate covering all purchases under a specified account or order number, check here X and enter: a. Effective date ~ l2 t~ b_ Expiration date D {period not to exceed 1 year after the effec#ive date} c. Buyer account or or er number Buyer will provide a new certificate to the vendor if any information in this certificate changes if Buyer uses the diesel fuel or kerosene to which this certificate relates for a purpose other than sta#ed in the certificate, Buyer will be liable for any tax. Buyer understands that the fraudulent use of this certificate may subject Buyer and all parties making such fraudulent use of this certificate to a fine or imprisonment, or both, toge#her with the costs of prosecution. Wayne Saunders Printed or-typed name of person signing City Manager Title of person signing City of Clermont Name of Buyer ~s-6ooozso Employer identification number 685 West Montrose Stree#, Clermont, FL 34711 Address of Buver' ~ nature Model Certificate B (Federal Tax Only) CERTIFICATE FOR STATE USE OR NONPROFIT EDUCATIONAL ORGANIZATION USE (GASOLINE OR AVIATION FUEL) (To support vendor's claim for a credit or payment under § 6416(a}(4) of the Internal Revenue Code.) Name, address and employer identification number of ultimate vendor: TransMontaigne Product Services Inc. 1670 Broadway, Suite 31x0 Denver, CO 80202 Federal Tax Identification Number - 84-1477374 The undersigned ultimate purchaser ("buyer") hereby certifies the following under the penalties of perjury" Buyer will use the gasoline or aviation gasoline to which this certificate relates (check one): X For the exclusive use of a state; or For the exclusive use of a nonprofit educational organization. This certificate applies to the following (complete as applicable): This is a single purchase certificate: 1. 2. Invoice or delivery ticket number Number of gallons X This is a certificate covering all purchases under a specified account or order number: 1. Effective date 2. Expiration date (period not to exceed 1 year after the effective date) 3. Buyer account number Buyer will provide a new certificate to the vendor if any information in this certificate changes. Buyer understands that by signing this cert~cate, Buyer gives up its right to claim any credit or payment for the gasoline or aviation gasoline to which this certificate relates. Buyer acknowledges that it has not and will not claim any creditor payment for the gasoline or aviation gasoline to which this certificate relates. Buyer understands that the fraudulent use of this certificate may subject Buyer and all parties making such fraudulent use of this certificate to a fine or imprisonment, or both, together with the costs of prosecution. Wayne Saunders Printed or typed name of person signing City Manager Title of person signing City of Clermont Name of Buyer 59-6000290 Employer identification number 685 West Montrose Street, Clermont, Fl_ 34711 Address of Signature~afid date signed ** Please see attached age for specific lanauaae from Publication 378 /page(s) 7 8 and 9J Model Certificate D (Federal Tax Only) State Term Contract for Fuel Card Services Contract No. 973-163-06-1 Contract between Comdata and the Department of Management Services Contract Term: Five Years with Five Rear Renewal ~ptioz~ Refer ALL Inquiries to: David A. Bennett Purchasing Analyst, State Purchasing Department of Management Services 4050 Esplanade Way, Suite 370 Tallahassee, FL 32399-0950 (850} 921-x-072 ($SU) 488-5498 {facsimile) berined+2dnis.state.fl.us Fuel Card Services Contract 973-163-05-1 Page I of3 Section 1.00: Introduction Table of Contents 1.0 Introduction PUR Form lUOd -General Cantract Conditions PUR Form I001 -General Instructions to Respondents 2.0 Special Instructions to Respondents 3.0 Technical Specifications 4.0 Special Conditions 5.0 Forms Fuel Card Services Contract 973-I63-06-1 Page 2 of3 Section 1.04: InEroduction Z.~fl 1[C1tI'OdUCt1UTl 1.OI Purpose and Scope: The State of FIorida, Department of Management Services, invites interested Respondents to submit responses in accordance with the solicitation documents. The purpose of this solicitation is to establish a five year Stag Term Contract far Fuel Card Services with the potential for a five year renewal option. The intent is to obtain the mast cost effective Fuel Card Services far the State while maximizing the quality and level of service. The Department is seeking qualified Fleet Fuel Card companies to provide for the purchase of Fuel and alher services to maintain daily operation of Customer fleets throughout the contract period. Qualified companies must have the capability to perform and complete the services in all respeots in accordance with the solicitation documents. 1.02 FIistory: The current Agreement (tloyager), which this contract will supercedc, is estimated at $20 million annual spend of which approximately S16 million is by State Agencies. The current program has approximately 28,004 cards of which 13,000 are active during any given month. During the calendar year of 2003, there were approximately 120 eligible users executing over 780,000 transactions at 11,004 locations throughout the Stare. These estimated figures are provided as a historical reference of prior activity within the State and should not be interpreted or construed as representing future activity. Fuel Card Services Contract 973-163-Oo-1 Page 3 of 3 Section 1.00: Introduction State of Florida PUR IOOtI General Contract Conditions Contents 1. Defa~itions. 2. Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5. Additional Quantities. 6. Packaging. 7. Manufacturer's Name anal Approved Equivalents. $. Inspection at Contractor's Site. 9. Safety Standards. I0. Americans with Disabilities Act. II. Literature. }2. Transportation and Delivery. } 3. Installation. 1~. Risk of Loss. 15. Transaction Fee. I 6. Invoicing and Payment. 17. Taxes. I$. Governmental Restrictions. 19. Lobbying and Integrity. 20. Indemnification. 2 i . Limitation of Liability. 22. Suspension of Vi%ork. 23. Termination far Convenience. 2~. Termination for Cause. 25. Force Ma~eure, Notice of Delay, and i~To Damages for Delay. 26. Scope Changes. 27. Renewal. 28. Advertising. 29. Assignment. 30. Dispute Resolution. 31. Employees, Subcontractors, and Agents. 32. Security and Conf dentiality. 33. Independent Contractor Status of Contractor. 34. Insurance Requiren2enis. 3~. Warranty of Authority. 3b. Warranty of Ability to Perform. 37- I~~otices. 38. Leases and Installment Purchases. 39_ Prison Rehabilitative Industries and Diversified Enterprises, Inc. {P.RIDE). 40. Products Available from the Blind or Other Handicapped. PUR I000 (03,04) 60A-1.002. I=.A.C. Page 1 of 1 41. Modification of Terms. 42. Cooperative Purchasing. 43. Waiver. 44. Annual Appropriations. 45. Execution in Counterparts. 46. Severability_ 47. Special Conditions. 1. Definitions. The definitions contained in s. 60A-I.OOI , F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful salicitatiou. The parties to the Contract will be die Customer and Contractor. (b) "Customer" means the State agency or other entity that will order products directly from the Contractor under the Contract. {c} "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, or other authorized means). 2. Purchase orders. A Contractor shall not deliver or furnish products until a Customer transmits a purchase order. AlI purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(I} of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a) through (f} thereof. Customers steal[ designate a contract manager and a contract administrator as required by subsections 287.057(IS) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically requests in writing an earlier model or version and the contractor is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts_ If this is a term contract for commodities ar services, the following provisions apply. PUR I000 (03!04) 60A-I.002, F.A.C. Page 2 of I3 (a) puantity Discoun#s. Contractors are urged to offer additional discounts far one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor far substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar teens of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. (e) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period_ A Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then- authorized prices. Promotional prices shall be available to all Customers_ upon approval, the Conh~actor shall provide conspicuous notice of the promotion. (d) Trade;-ln. Customers rrray trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated bet«,-een the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate. records of the process. For State agencies, it may be necessary• to provide documentation to the Depart.-Went of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. (e} Equitable Adjustment. The Customer may, in its sole discretion, make an equitable adjustment in t]ze Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the fallowing criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect an pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. 5. Additional Quantities. For a period not exceeding ninety (90} days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold far Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed far shipment, storage, and stacking in appropriate, clearly labeled, shipping containers and aceordin? to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. At[ containers and packaging shall became and remain Customer's property. PUR 1000 (U3i04} 60A-1.002, F.A.C. Page 3 of 13 7. Manufacturer's Name and Approved Equlr~alents. Unless otherwise specified, any manufacturers' names, trade names, brand names; information or catalog numbers listed in a specification are descriptive, not restrictive. With the Customer's prior approval, the Contractor may provide any product that meets or exceeds the applicable specifications. The Contractor shall demonstrate comparability, including appropriate catalog materials, literature, specifications, test data, etc. The Customer shall determine in its sole discretion whether a product is acceptable as an equivalent. 8. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice, the equipment or product ar plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 9. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers far pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas-operated assemblies. In addlt,an, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution- 10. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 11. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. 12. Transportation and Delivery. Prices shall include all charges .for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty {30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 13. Installation. Where installation is required, Contractor shall be responsible for placing and instilling the product in the required locations at no additional charge, unless otherwise designzted on the purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges- Al] materials used in the installation shall be of good quality and shill be free of defects that would PUR 1000 (03!0?) 60A-1.002, F.A.C. Page 4 of 13 diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installaiion, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the Least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 14. Risk of Loss. Matters of inspection and acceptance are addressed in s. 2I 5.422; F.S. Until acceptance, risk of lass or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non-conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer far costs and expenses incurred in storing or effecting removal or disposition of rejected product. 15. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System ("System"). Pursuant to section 287.057(23), Florida Statutes {2002), all payments shall be assessed a Transaction Fee of one percent {1.0%), which the Contractor shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from pavments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such items} are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the agreement. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to alI outstanding fees. CONTR:~ICTORS DELINQUENT IN PAYING TRANSACTION FEES SHALL BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH TI-IE STATE. PL''R 1000 {03/04) 60A-1.002, F.A_C. Paae ~ of 13 I6. Invoicing and Payment. Invoices shall contain the Contract number; purchase order number, and the appropriate vendor identification numbe7. The State may require any other information from. the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electroruc invoices in lieu of paper-based invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network (.ASN} in one of the following mechanisms - EDI 810, cXML, or web-based invoice entry within the ASN. Payment shall be made in accordance with sections 215.22 and 287.05$5 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment_ Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or io other Customers. 17. Tales. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will nut pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this para~,xaph shall be explicitly noted by the Customer on a purchase order or other special contract condition. 18. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing; indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration ox to cancel the Contract at na further expense to the Customer. 1.9. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 21b.347, FS.The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly {1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote; other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2}, "gratuity" means any payment of more than nominal monetary value in the form of cash, Travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services; employment, or contracts of any kind. upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that PUR ]000 (03/0-) 60A-1.002, F.A.C. Page 6 of I3 refer to or relate to the Contract. The Contractor shall retain such records for the longer of (1} three years after the expiration of the Contract or (2} the period required by the General Records Schedules maintained by the Florida Department of State (available at: http:/(dlis.dos.state.fl.us/barm/~enschedules/~enschLd.htm). The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State of#icial for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 20. Indemnification. The Contractor shall be fully Liable for the actions of it<S agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and emplo}Tees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission ofthe State or a Customer. Further, the Contractor shall fully indemnify, defend, anal bald harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patens, trade secret or intellectual property right, provided; however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is IikeIy to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to became non- infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental far past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2} the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any Legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. PUR 1000 (03/04) 60A-].002, F.A.C. Page7of13 Zi. Limitation of Liability. For all claims against the Contractor under any individual purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a purchase order far direct damages shall be limited to the greater of $300,000, the dollar amount of the purchase order, or two times the charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in tl-~is agreement. Llnless othet~nrise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including Iost data or records (unless the purchase order requires the Contractor to back- up data or records}, even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or Iost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law ar equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the Iike asserted by or against them_ The State may set off any liability or other obligation of the Caniractar or its affiliates to the State against azny pa}merits due the Cantrac#or under any contract with the State. 22. Suspension of Fork. The Customer may in its sole discretion suspend any or all activities under the Contract, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders_ Within ,ninety days, or any longer period agreed to by the Contractor, the Customer shall either {I) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract. Suspension of work shall not entitle the Contractor to any additional compensation. 23. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when the Customer deterrznines in its sole discretion that it is in the State's interest to do so. Ths Contractor sha1I not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or last profits. 24. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or a.ny extension, {2} maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4} abide by any statutory, regulatory, or licensing requirement_ Rule 60A-1.006(3}, F.A.C., goverts the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform. the Contract arises from events completely beyond the control, and without the fault or negligence, ofthe Contractor- if the failure to perform is PUR 1000 (03/04) b0A-1.002, F.A.C. Page 8 of 13 caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, azid without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sowces in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor vas not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract- 2S. Force hlajeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible fur delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractors control, or for any of the foregoing that affect subcontractors or suppliers if na aIternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a resul#, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor f rst had reason to believe that a delay could result. THE FOREGOING SI=IALL CONSTITUTE. THE COItiITRACTOR'S SOi.E RErviEDi' OR E2iCLlSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages; including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer deterfuines, in its sole discretion, that the delay wil! significantly impair the value of the Contract to the State ar to Customers, in which case llie Customer may (I) accept allocated performance or deliveries from the Contractor, provided that the Contractor b ants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in pant. 2b. Scope Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the genera) scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost PLTR 1000 (03!04) 60A-1.002, F.A.C. Page 9 of I3 or time of performance. Such equitable adjustments require the v~~ritten. consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them. 27. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years ar the term of the contract, whichever period is longer. Any renewal skzall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evalua#ians and subject to availability of funds. 28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or otlrer~vise linking the Contractor's name and either a description of the Contract or the name of the State ar the Customer in any material published, either in print ar electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, ar service representative. 29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer; provided, the Contractor assigns to the State any and all claims it has with respect to the Contract under the antitrust laws of the United States and the State. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do sa. 30. Dispute Resolution. Any dispute conceming performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and wncIusive unless within ten (10} days from the date of receipt, the Contractor files with the Customer a petition for administrative heaxing. The Customer's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing, the exclusive venue of any IegaI or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action; Florida law shall apply and the parties waive any right to jury trial. PUR 1000 (03/04) b0A-1.002, F.A.C. Pate l 0 of I 31. Employees, Subcontractors, and Agents. AIi Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with aII security and administrative requirements of the Customer. The State may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training quaIif cations, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance wrath the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 32. Secnriry and Confidentiality. The Contractor shall comply fully with aI.I security procedures of the State and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, reseilers, subcontractors, offcers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor; material that the Contractor developed independently without relying on the State's or Customer's confidential i.nfarrrtatian, or rnaterial that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. 33.Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractorr's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefts and necessary insurance (health, workers' compensations; and unemployment) from an employer other than the State of Florida. 34. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor. upon request, the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shat} not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. PUR 1000 (03/04) 60A-1.002, F.?..C. Page 7 1 of l3 35. Warranty of Authority. Each person signing the Contract warrants that he or. she is duly authorized to do so and to bind the respective party to the Contract. 36. Warranty of Ability to PerForm. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor Iist maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract. 37. Natiees. All notices required under the Contract shall be delivered by certified mail, return receipt requested,. by reputable air courier service, or by personal delivery to th.e agency designee identified in the original solicitation; or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract_ Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. 38. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F.S.} is required for State agencies to enter into or to extend any Iease or installment-purchase agreement in excess of the Category Two aTnount established by section 2$7.017 of the Florida Statutes_ 39. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased frorn the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, frm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at httpaiwww.pridefl.com. 40. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the so]icitation: "It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional infornation about the designated nonprofit agency and the products it offers is available at http:,'Iwww.resueetofflorida.ore. PUR 1000 (03/04) 60A-1.002, F.A.C. Page 12 of 13 4I. iVlodification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern. all transactions between the Custoner and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. Iva alteration or modification of the Contract terms, including Substitution of product; shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted farms, product Iiierature, "sluink ~v~rap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 42. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. l~Ton-Customer purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 287.042(16}(a}, F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. 43. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 44. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 45. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and alI of which shall constitute but one and the same instrument. 46. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full farce and effect. 47. Special Conditions. Pursuant to 60A-1.002(7), F.A.C., a Customer may attach additional contractual and technical terms and conditions. These "special conditions" shall take precedence over this form PUR 1000 unless the conflicting term in this form is statutorily required, in which case the term contained in the form shall take precedence. PUR 1000 (03!04) 60A-1.002, F.A.C. Page 13 of 13 State of Florida PUR I001 General Instructions to Respondents Contents 1. Definitions. 2. General Instructions. 3. Electronic Submission of Responses. 4, Terms and Conditions- 5. Questions. 6. Conflict of Interest. 7. Convicted Vendors. 8. Discriminatory Vendors. 9. Respondent's Representation and .Authorization. 10. Performance Qualifications. 1 ] .Public Qpening_ 12. Electronic Posting of hTOtice of Intended Award. 13. Firm Response. I~-. Clarifications/Revisions. 15. Minor Irregularities/Right to Reject. 16. Contract Formation. 17. Contract Qverlap. 18. Public Records. 19. Protests. 1. Definitions. The definitions found in s. 60A-1.001; F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Buyer" means the entity that has released the solicitation. (b) "Procurement Officer" means the Buyer's contracting personnel, as identified. in the Introductory Materials. (c) "Respondent" means the entity that submits materials to the Buyer in accordance with these Instructions. (d) "Response" means the material submitted by the respondent in answering the solicitation. (e) "Timeline" means the list of critical dates and actions included in the Introductory Materials. 2. General Instructions. Potential respondents to the solicitation are encouraged io carefully review all the materials contained herein and prepare responses accordingly. 3. Etectronic Submission of Responses. Respondents are required to submit responses electronically. Far this purpose, alI references herein to sigZatures, signing requirements; or other required acknowledgments hereby include electronic signature by means of clicking the "Submit Response" button (or other similar symbol or process) attached to or PUR 1001(3/04) Page I of 6 logically associated with the response created by the respondent within MyFloridaMarketPlace. The respondent agrees that the action of electronically submitting its response constitutes: • an electronic signature on the response, generally, • an electronic signature on any form or section specifically calling for a signature, and + an affirmative agreement to any statement contained in the solicitation that requires a definite confirmation or acknowledgement. 4. Terrrts and Conditions. All responses are subject to the terms of the following sections of this solicitation, which, in case of conflict, shall have the order of precedence listed: • Technical Specifications, • Special Conditions, • Instructions to Respondents (PUR 1001), • General Conditions (PUR 1000}, and • Introductory Materials. The Buyer objects to and shall not consider any additiona! terms or conditions submitted by a respondent, including any appearing in documents attached as part of a respondent's response. In submitting its response, a respondent agrees that any additional terms ar conditions, whether submitted intentionally or inadvertently, shall have no force or effect. Failure to comply with terms and conditions, including those specifying information that must be submitted with a response; shall be grounds for rejecting a response. S. Quesfions. Respondents shall address all questions regarding this solicitation to the Procurement Off cer. Questions must be submitted via the Q&A Board wiflun 141yFloridaMarketPlace and must be RECEIVED NO LATER THAN the time and date reflected on the Timeline. Questions shat! be answered in accordance with the Timeline. All questions submitted shall be published and ans«-ered in a manner that all respondents will be able to view. Respondents shall not contact arty other employee of the Buyer or the State for information with respect to this solicitation. Each respondent is responsible for monitoring the MyFloridai~iarketPlace site for new or changing information. The Buyer shall not be bound by any verbal info.nnation or by any written information that is not contained within the solicitation documents or forrnally noticed and issued by the Buyer's contracting personnel. Questions to the Procurement Officer or to any Buyer personnel shall not constitute format protest of the specifications or of the solicitation, a process addressed in paragraph 19 of those Instructions. 6. Conflict of Interest. This solicitation is subject to chapter 122 of the FIorida Statutes. Respondents shall disclose with their response the name of any ofricer, director, employee or other agent who is also an employee of the State. Kespandents shall also disclose the name of any State employee ~;rho ovens, directly or indirectly, an interest of fve percent {5°fo) or more in the respondent or its affiliates. PUR t OQ t (3!04) Page 2 of G 7. Convicted Vendors. A person or affiliate placed on the convicted vendor list following a conviction for a public entity crime is prohibited from doing any of the foilotiving for a period of 36 months from the date of being placed on the con«cted vendor list: • submitting a bid on a contract to provide any goods or services to a public entity; • submitting a bid on a contract with a public entity for the construction or repair of a public building or public work; • submitting bids on leases of real property to a public entity; • being awarded ar performing work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and • transacting business with any public entity in excess of the Category Two threshold amount ($25,000) provided in section 287.017 of'the Florida Statutes. S. Discriminatory Vendors. An entity or affiliate placed on the discriminatory vendor list pursuant io section 287.134 of the Florida Statutes may not: • submit a bid on a contract to provide any goods or sen-ices to a public entity; + submit a bid on a contract with a public entity far the construction or repair of a public building or public work; • submit bids on leases of real property to a public entity; • be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a contract with any public entity; oz • transact business with any public entity. 9. Respondent's Representation and Authorization. In submitting a response, each respondent understands, represents, and acknowledges the following (if the respondent cannot so certify to any of following, the respondent shall submit with its response a written explanation of why it cannot do so). • The respondent is not currently under suspension o.r debarment by the State or any other governmental authority. • To the best of the knowledge of the person Signing the response, the respondent, its affiliates, subsidiaries, directors, officers, and employees are not currently under investigation by any governmental authority and have not in the last ten (IO) years been convicted or found liable for any act prohibited by law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract. • To the best of the knowledge of the person signing the response, the respondent has no delinquent obligations to the State, including a claim by the State for liquidated damages under any other contract. • The submission is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any frm or person to submit a complementary or other noncompetitive response. • The prices and amounts have been arrived at independently and without consultation, communication, or agreement with any other respondent or potential respondent; neither the prices nor amounts, actual or approximate, have been PUR 1001(3/44) Page 3 of 6 disclosed to any respondent or potential respondent, and they will not be disclosed before the solicitation opening. The respondent has fully informed the Buyer in writing of ail convictions of the frm, its affiliates (as defned in section 287.133(I)(a) of the Florida Statutes}, and all directors, officers, and employees of the firnn and its affiliates far violation of state or federal antitrust laws with. respect to a public contract far violation of any state or federal law involving fraud, bribery, collusion, canspiracy or material misrepresentation with respect to a public contract_ This includes disclosure of the names of current employees who were convicted of contract crimes while in the employ of another company. • Neither the respondent nor any person associated with it in the capacity of owner, partner, director, off~eer, principal, investigator, project director, manager, auditor, or position involving the administration of federal funds: o Has within the preceding three years been convicted of or had a civil judgrrient rendered against them or is presently indicted for or otherwise criminally or civilly charged for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state, or local government transaction or public contract; violation of federal or slate antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or o Has within athree-year period preceding this certification had one or more federal, state, or local government contracts terminated for cause or default. • The product offered by the respondent will conform to the specifications without exception. • The respondent has read and understands the Contract terms and conditions, and the submission is made in conformance with those terms and conditions_ • If an award is made to the respondent, the respondent agrees that it intends to be legally bound to the Contract that is fornied with the State. • The respondent has made a diligent inquiry of its employees and agents responsible for preparing, approving, or submitting the response, and has been advised by each of them that he or she has not participated in any communication; consultation, discussion, agreement, collusion, act or other conduct inconsistent with any of the statements and representations made in tine response. • The respondent shall. indemnify; defend, and hold harmless the Buyer and its employees against any cost, damage, or expense which may be incurred or be caused by any error in the respondent's preparation of its bid. • All information provided by, and representations made by, the respondent are material and important and will be relied upon by the Buyer in awarding the Contract. Any misstatement shall be treated as fraudulent concealment from the Buyer of the true facts relating to submission of the bid. A misrepresentation shall be punishable under law, including, but not limited to, Chapter 8l7 of the Florida Statutes. 10. Performance Qualifications. The Buyer reserves the right to investigate or inspect at any time whether the product, qualifcations, or facilities offered by respondent meet PUIt 100] (3/04) Page 4 of6 the Contract requirements. Respondent shall at all times during the Contract term remain responsive and responsible. Respondent must be prepared, if requested by the Buyer, to present evidence of experience, ability, anal financial standmg; as well as a statement as to plant, machinery, and capacity of the respondent for the production, distribution, and servicing of the product bid, If the Buyer determines that the conditions of the solicitation documents are not complied with, or that the product proposed to be furnished does not meet the specified requirements, or that the qualifications, financial standing, or facilities are not satisfactory, or that performance is untimely, the Buyer m.ay reject the response or terminate the Contract. Respondent may be disqualified from receiving awards if respondent, or anyone in respondent's emplo}anent, has previously failed to perform satisfactorily in coiu~ection with public bidding or contracis_ Tlus paragraph shall not mean or imply that it is obligatory upon the Buyer to make an investigation either before or after award of the Contract, but should the Buyer elect to do so, respondent is not relieved from fulfilling al] Contract requirements. 1I. Public Opening. Responses shall be opened on the date and at the Location indicated on the Timeline. Respondents may, but are not required to, attend. The Buyer may choose not to announce prices or release other materials pursuant to s. 119.07(3xm), Florida Statutes. Any person requiring a special accommodation because of a disability should contact the Procurement Officer at Least five (5} workdays priox to the solicitation opening. If you are hearing or speech impaired, please contact the Buyer by using the Florida Relay Service at (800) 9~5-8771 (TDD}. li. Electronic PUSting ~I' Notice of Intended Avlard. Based on the evaluation, on the dare indicated on the Timeline the Buyer shall electronically post a notice of intended award at httR_/; fen.state.fl.us,'owa vbslotiva/vbs www.main menu. If the notice of award is delayed, in lieu of posting the notice of intended award the Buyer shall post a notice of dle delay and a revised date for posting the notice of intended award. Any person who is adversely affected by the decision shall file with the Buyer a notice of protest within 72 hours after the electronic posting. The Buyer shall not provide tabulations ar notices of award by telephone. 13. Firm Response. The Buyer may make an award within sixty (60) days after the date of the opening, during which period responses shall remain firm and shall not be withdrawn. If award is not made within sixty {50) days, the response shall remain firm until either the Buyer awards the Contract or the Buyer receives from the respondent written notice that the response is withdrawn_ Any response that expresses a shorter duration may, in the Buyer's sole discretion, be accepted or rejected. 14. Ciarifications/Revisions. Before award, the Buyer reserves the right to seek clarifications or request any information deemed necessary for proper evaluation of submissions from aL respondents deemed eligible far Contract award. Failure to provide requested information may result in rejection of the response. 15. AZinar lrreguIarities/Right to Reject. The Buyer reserves the right to accept or reject any and all bids; or separable portions thereof, and to waive any minor irregularity, PLR 1001{3/04} Page ~ of6 2.00 Special Instructions to Respondents 2.01 Definitions. "System" means the State's 1ViyFloridaMarketPlace eProcurement system. See the General Contract Conditions (PUR Form 1000) for definitions of "Contract;" "Customer," "Product" and "Purchase order." See the General Instructions to Respondents (PUR Form 1001 }for definitions of "Buyer," "Procurement Officer," Respondent," "Response" and "Timeline." 2.02 GeneralIustruction. The Respondent shall read all of the solicitation documents and comply with all specified requirements. Refer ALL Inquiries to: David A. Bennett Purchasing Analyst, State Purchasing Department of Management Services 4050 Esplanade w'ay, Suite 370 Tallahassee, FL 32399-0950 (S~0}911-4072 {850) 488-5498 (facsimile) bennetd(a~dms. state. t~.us 2.43 Terms and Conditions. AlI responses are subject to the tenors of the following sections of these solicitation documents, which, in case of conflict, shall have the order of precedence fisted: Special Ir_structions to Respondents (Section 2); TeehnicaI Specifications (Section 3); Special Conditions (Section 4); General Contract Conditions (PUR Form 1000) and General Instructions to Respondents (PUR Form 1001). The Department of Management Services (Department) may consider any additional terms or conditions submitted by a Respondent, including any appearing in documents attached as part of a Respondent's response. In signing and submitting its response, a Respondent agrees that any additional terms ar conditions, vuhether submitted intentionally or inadvertently, shaft have no force or effect. Failure to comply with the terms and conditions, including those specifying information that must be submitted with a response, shall be grounds for rejecting a response. Z.04 Eligible Users of Contract. All Florida government entities are considered Eligible Users of the Fuel Card Services contract. This includes. but is not limited to, the Executive Branch, Legislative Branch, Judicial Branch, K-i2, universities, community colleges, counties, cities, and other entities approved by the Department of Management Services. Vdith the consent of the successful Respondent, purchases may be made under the terms and conditions of this solicitation by governmental entities located outside the State of Florida. Fuel Card Services Contract 473-163-06-1 Page i of9 Section 2.00: Special Instntctions to Respondents technicality, or omission if the Buyer determines that doing so will serve the State's best interests. The Buyer may reject any response not submitted in the manner specified by the solicitation documents_ 16. Contract Formation. "I'he Buyer shall issue a notice of award, if any, to successful respondent(s), however, no contract shall be formed between respondent and the Buyer until the Buyer signs the Contract. The Buyer shall not be liable for any costs incurred by a respondent in preparing or producing its response or for any work performed before the Contract is effective. 17. Cotttraet Overtop. Respondents shall identify any products covered by this solicitation that they are currently authorized to furnish under any state term contract. By entering into the Contract, a Contractor authorizes the Buyer to eliminate duplication between agreements in the manner the Buyer deems to be in its best interest. 18. Public Records. Florida law generously defines what constitutes a public record; see, for example, section 119.07 of the Florida Statutes. If a respondent believes that its response contains information that should not be a public record; the respondent shall clearly segregate and mark that information. (far example, placing the material in a separate electronic file, and including the word "Confidenrial" in the filename) and briefly describe in writing the grounds for claiming exemption from the public records law, including the specif c statutory citation for such exemption. 19. Protests. Any protest concerning this solicitation shall be made in accordance with sections I20.57(3) and 287.042(2) of the Florida Statutes and chapter 28-110 of the Florida Administrative Code. Questions to the Procurement Officer shall not constitute formal notice of a protest. It is the Buyer's intent to ensure that specifications are written to obtain the best value for the State and that specifications are written to ensure competitiveness, fairness, necessity and reasonableness in the solicitation process. Section 120.57(3}(b), F.S. and Section 28-i 10.003, FIa. Admin. Code require that a notice of protest of the solicitatinn documents shall be made within seventy-two hours after the posting of the solicitation_ Section 120.57(3)(a}, F.S. requires the following statement to be included in the solicitation: "Failure to file a protest within the time prescribed in section 120.57(3), Florida Statutes, shall constitute a waiver of proceedings under chapter 120, Florida Statutes." Section 28-110.00, Fia. Admin. Code requires the following statement to be included in the solicitation: "Failure to file a protest within the time prescribed in Section 120.37(3), Florida Statutes, or failure to post the bond or other security required by law within the time allowed for fi]ing a band shall constitute a waiver of proceedings under Chapter 120. Florida Statutes." PUR 1001(3;'04) Page 6 of 6 Appropriate governmental entities' purchasing laws, rules and regulations sha}} apply to purchases made under this contract. Also, with the consent of the successful Respondent, purchases may be made under the terms and conditions of this solicitation by vendors providing commodities and contractual services to Eligible Users, under the condition that Fuel Card Services aze being used in the delivery of commodities and contractual services to Eligible Users_ 2.05 VVho May Respond. The Department will accept responses from Fuel Card Service providers satisf}ping the Technical Specifications {Section 3). Respondents must be full-service organizations capable of providing, documenting and managing Fuel Card Services for all Users in the State of Florida. The Department retains the right to request additional information pertaining to the Respondent's ability and qualifications to accomplish all services described in this ITN as deemed necessary during the ITN or after contract award. Failure to supply this information if requested may result in disqualification of your response. 2.06 MyFloridaMarketPlace IT1Y Overview. The Department uses the MyFloridaMarketPlace system #o receive bids electronically. See "Section 3" of the General instructions {PUR 1001) for more detail. 2.07 MyP]oridalViarketPiaceSouroing Toal Tips. When working in the Sourcing taoI, be aware of the twenty minute time-out function in the tool. This means that you should save your work (click the SAVE button) at irten.~als of less than t.venty minutes to ensure your entries since you last saved are not Iost. Please note that clicking the SAVE buttan within the Sourcing tool only saves your ITN responses. The SAVE button does not transmit your ITN response to the State. In order to transmit your ITN response to the State; you must click the SUBMIT button on the SUM1v1ARY page of the ITN response. After clicking the SUBMIT button, it is the Respondent's responsibility to check any submitted response within the Sourcing tool to verify that the response is accurately and completely captured within the Sourcing tool. Respondents must do this while there is sufficient time remaining in the Solicitation period in the event you discover an eror and need to resubmit a revised response. To validate your response, you should do the following before the Solicitation period ends: - Go to My Responses tab within Sourcing tool after you submitted your response - Click on the Response ID number of your last submitted response - Re~~iew your response to make sure all responses are compEete, accurate and as you intended. Iv4inimum areas to check are: Text boxes -- Is your entire answer viewable? ^ Yes/No questions - Is the displayed answer correct? I=uel Card Services Contract 973-163-U6-1 Page 2 of 9 Section 2.00: Special Instructions to Respondents All uploaded dacunrent files /scanned documents -Can you open attached document and clearly view entire content? - Pricing Information -Are all prices you intended to submit visible and accurately captured within Sourcing too]? Required hems -Are all items completed as required within the Sourcing tool? It is strongly recommended that you do nat wait until the last minute to upload and validate your response to this or any solicitation. 2.08 1`umail Notification Respondents are reminded that the Sourcing tool's email notifications are an option provided. as a courtesy. T'he State of Florida is not under any obligation and does not guarantee that Respondents will receive email noti#ications concerning the posting, amending or closing of ITNs. Respondents are responsible for checking the MyFloridaMarketPlace Sourcing tool and/or the Vendor Bid System for information and updates concerning this ITN. 2.09 MFIVIP Sourcing Tool Training for Respondents. An optional conference call training session on how to use the 1vlyFloridaMarketPlace Sourcing Tool for this ITN is scheduled on the date indicated on the Event Calendar. Please go to: http•i/marketalaee myflorida.com/vendor,'vendor solicitaiion/rfp event user ~uide.ups and review the vendor training link and download the document. Please have this document open on your desktop while participating on the call. To participate in the conference call, please call in to the number provided approximately 1 minute before the scheduled time. Additionally, an On-Demand web-based interactive training application to team how to respond to an event using the MyFloridaMarkeiPlace sourcing tool is also available. This is another vehicle to receive training on how to use MyFloridaMarketPlace Sourcing tool if you cannot make the Optional training conference call or want additional guidance. The link. is http:!/marketplace.myflorida.com/vendorivettdor trainin~.htm click on Responding to Sourcing Event_ 2.10 Ordering Instructions. Ordering Instructions included in the sourcing tool shall identify persons responsible for answering questions about the Response and administering the resulting Contract and shall provide information necessary for placing orders under the Contract. 2.11 Amendments to the Solicitation Documents. The Department reserves the right to issue amendments to the solicitation. Notice of any amendment will be posted within MyFloridaMarketPlace using the message board and the Vendor Bid System. Such notice, if required, will contain the appropriate details for identifying ana/or reviewing the formal Fuel Card Services Contract 973-163-06-1 Page 3 of 9 Section 2.00: Special Instructions to Respondents changes to the solicit~tian. Each Respondent is responsible for monitoring the sites for new or changing information concerning this solicitation. 2.12 Questions 8S Answers. Respondents shall examine this solicitation to determine if the Department's requirements are clearly stated. If there are any requirements which are unclear ar may restrict competition, Respondents should submit notice to the Department during Stage ]using the Sourcing toot's Q&A Board by due date for Respondents to submit questions listed in the Event Calendar. Do not contact the Purchasing Analyst or Customers directly. Within the submitted question, Respondents must do the following: 1. Identify and describe in detail their difficulty in meeting the Department's specifications 2. Provide detailed justification for a change 3. Provide recommended changes to the specifications A Respondent's failure to request changes by the date described in the Introduction (Section I~ of this solicitation shall be considered to constitute Respondent's acceptance of the Department's specifications. The Department shall determine what changes to the solicitation shall be acceptable to the Department, if any. If required, the Department shall issue an addendum reflecting the acceptable changes to this solicitation, which shall be posted as an addendum to the solicitation in the Sourcing tool and on the State's Vendor Bid System in order that all Respondents shall be given the opportunity of submitting responses to the same specifications. Please note that questions will RIOT be answered via telephone or fax. The Department shall post the answers to the questions via the System by the date stated an the Event C:aIendar. Each Respondent is responsible for monitoring the System for new or changing information. 1~'ew communications will be posted within the Message Center on the System. The Department shall not be bound by any verbal information or by any written information that is not either contained within the solicitation documents or formally noticed and issued by the Purchasing Analyst. Questions shall not constitute formal protest of the specifications or of the solicitation. The formal protest process is described in PUR Form 1041 (Section 19) of this solicitation. 2.13 Execution of Response. The response shall include all appropriate forms located within the MyFlotidalVlarketPlace Sourcing tool RFX Info Section. Requested question responses location choices and pricing shall be entered electronically in the MyFloxidal~iarketPlaee tool during Stage l and 2 of this solicitation as indicated. Failure to prov7de all requested information within the response package may result in rejection of the response. 2.14 Submittal of Response. Respondents will submit their response via the i`2yFloridaMarketPlace Sourcing tool in the System. In the event a Respondent submits more than one response, only the last response received by the system shall be considered for award. Responses not submitted within the System shall be rejected_ Each Respondent is responsible for ensuring that its response is submitted at the proper time. The Department shall not consider late responses and the System will NOT accept responses after the due date and time specified in the Event Calendar ar as amended by the Department. RESPONSES MClST BE SUBMITTED IAi THE NTYPLORIDAMARIiETPLACE SOURCING TOOL BY THE DATE SPECIFIED ON THE EVENT CALENDAR. Fuel Card Services Contract 973-163-46-1 Page 4 of 9 Section 2.40: Special lnstructians to Respondents 2.1.5 Firm Responses. The Department may make an award withiri six (6} months after the date of response opening, during which period responses shall remain firm and shall not be withdrawn. If award is not made within six (6) months, a response shall remain firm until either the Department awards the Contract or the Department receives from. the Respondent written notice that the response is withdrawn. Any response that expresses a shorter duration may, in the Department's sole discretion, be accepted or rejected. 2.1b Response t.~pening and Electronic Posting of Nonce of Intended Award. Responses shall be opened on the dates indicated in the Event Calendar and thereafter evaluated. Respondents may, but are not required to, attend. Prices will not be read, pursuant to section i 19.07(3}(m) of the Florida Statutes. After review, the Department shall electronically post a notice of intended award at: htt •~/fcn state fl.uslowa vbs/awah~bs www.main menu. If the award is delayed, in lieu of posting the notice on the date indicated on the Event Calendar, the Department shall post a notice of the delay and a revised date for posting the notice of intended award. Any person ~vho is adversely affected by the decision sh.ali fife with the Department a notice of protest within 72 hours after the electronic posting (see PUR Form 1001, Section 19, of ti~is solicitation). The Department shall not provide response rankings or notices of award by telephone. 2.17 Contract Formation. Igo contract shall be farmed between Respondent and the Department until the Department signs the Contract. The Department shad not be liable for any costs incurred by a Respondent in preparing or producing its response or for any work performed before the Contract is effective. 2.1$ Special Accommodation. Any person requiring a special accommodation at State Purchasing because of a disability should call State Purchasing at (8S0) 488-8440 at Least five (5} workdays prior to the bid opening- If you are hearing or speech impaired, please contact State Purchasing by using the Florida Relay Service at ($00) 955-$77l (TDD). 2.19 Contact Information. Respondents shall identify the person responsible for establishing and administering specific agreements with Eligible Customers under the terms of this Contract in the Contact Person section of the MyFloridaMarketPlace RFX info Section. 2.2Q Reservations. The Department reserves the right to reject any and all Responses received pursuant to this Inti~tation to Negotiate, if the Depamnent detemnines such action is in the best interest of the State of Florida or the Department. The Department reserves the right to negotiate concurrently or separately with competing Respondents. The Department reserves the right to accept portions of a competing Respondent's Responses and merge such portions into one project, including the inclusion of the entity offering such portions. The Department reserves the right to waive minor irregularities in submitted Responses. Puel Card Services Contract 973-163-06-1 Page 5 of 9 Section 2.00: Special Instructions to Respondents 2.21 Oral Presentation. The Department reserves the rigt-rt to require any Provider to perfoml prior to the selection of Pro~~ider(s), an operational demonstration and, an oral presentation on any hardware, soflwaze ar professional services included in its Response. l•f the Department detemines that an operational demonsiraton and oral presentation are necessary, the Depaztr-rrent shall schedule the presentation. A written summary of the operational demonstration and ota1 presentation prepared by the Provider shall be regarded as confimnation of this requirement and shall become part of the Respondent's response. A List of attendees and copies of the agenda and all visuals should accompany the written summary. The inability of the Respondent to conduct the operational demonstration and oral presentation within ten (10) days of written notification by the Department will result in disqualification. The Pr>,vider(s} project manager(s) assigned to tlis Response must be pre.Sent at the operational demonstration and oral presentation- 2.22 Disclosure of Response Contents. All documentation prixluced as part of the Invitation to Negotiate ivz11 become the exclusive property of the Department and may not be removed by an employee or agent of the Respondent. All Responses received from Respondents in response to this Invitation to Negotiate ~;~itl become the property of the Deparrrnent and call not be returned to the Respondent. The D~partxnent shall have the right to use any or alI ideas or adaptations of the ideas presented in any Response received in response to this Invitation to Negotiate. Selection or rejection of a Response will not affect this right. 2.23 Financial T_nformation. The Respondent shall provide information detailing its financial position as well as the financial position of any related companies. At a minimum, the information shall include the most recent audited financial statements, in accordance with Generally Accepted Accounting Principles and not be more than twelve months old. The most recent available Dunn and Bradstreet or equivalent reports on the Respondent, its partners, and sub-canb-actors shall be pzavided. 2.24 State Objectives (rev. U7/28/{?4). Within thirty {3Q) calendar days following award of the contract, the successful bidder shall submit plans addressing each of the State's five (5) objectives listed below, to the extent applicable to the items/sertiaces covered by this solicitation. 1) One Florida Initiative: Florida is a state rich in its diversity. Governor Bush`s One Florida Initiative is dedicated to fostering the continued development and economic growth of small and minority and women-owned businesses. Central to this initiative is the participation of a diverse group of vendors doing business with the state. To this end, it is vital that minority and women-awned business enterprises participate in the State's procurement process as both prime contractors and subcontractors under prime contracts. Small and minority and women-owned businesses are strongly encouraged to submit replies to this solicitation. To track the success of the One Florida Initiative, which has achieved substantial gains in extending opportunity to minority- and women-owned businesses, the State of Florida maintains data to establish Fuel Card Services Contract 973-163-06-i Page 5 of 9 Section 2.~Q: Special Instructions to Respondents benchmarks from which to measure supplier diversity in State contracting. Vendors who contract with the state are obligated to provide information related to the use of minority- and women-owned businesses and subcontractors. The Contractor shall submit documentation addressing the Governor's One Florida Initiative and describing the efforts being made to encourage the participation of small and minority and women- owned businesses. Please refer to the Governor's "Equity in Contracting Plan" when preparing this documentation: http://www.oneflorida.org/myflorida/Government/Gavernorinitiativeslane Forida.%equity contract ing.html Equity in Contracting documentation should identify any participation by diverse contractors and suppliers as prime contractors, sub-contractors, vendors, resellers; distributors, or such other participation as the parties may agree. Equity in Contracting documentation shall include the timely reporting of spending with certified and other minority business enterprises. such reports must be submitted at least quarterly and include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this contract. 2} Environmental Considerations: The State supports and encourages initiatives to protect and preserve our environment_ The Contractor shalt submit as Bart of any proposa! the Contractor's plan to support the procurement of products and materials with recycled content, and the intent of Section 287.045, Florida Statutes. The Contractor shall also provide a plan for reducing and or handling of any hazardous waste generated by Respondent company. Reference Rule 62-730.1 b0, Florida Administrative Code. It is a requirement of the Florida Department of Envirorunental Protection that a generator of hazardous waste materials that exceeds a certain threshold must have a valid and current Hazardous Waste Generator Identification Number. This identification number shall be submitted as part of Respondent's explanation of its company's hazardous waste plan and shall explain in detail its handling and disposa3 ofthis waste_ 3} Cerrilieation of Drug-Free Workplace Program: The State supports and encourages initiatives to keep the workplaces of Florida's suppliers and contractors drug Iiee. Section 287.087 of the Florida Statutes provides that, where identical tie proposals are received, preference shall be given to a proposal received from a Respondent that certifies it has implemented adrug-free workforce program. If applicable, Respondent shall certify that the Respondent has adrug-free workplace program. The Contractor shall describe how it will address the implementation of a drug free workplace in offering the items of bid. 4} Products Available Pram the Blind or Other FIandicapped {RESPECT): The State supports and encourages the gainful employment of citizens with disabilities. It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1} and (2}, Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the state Fuel Card Services Contract 973-1b3-06-] Paoe 7 of9 Section 2.00= Special Instructions to Respondents y agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at http:/!www.respectofflorida.or~. The Contractor shall describe how it will address the use of RESPECT in offering the items of bid. 5) Prison Rehabilitative Industries and Diversified Enterprises, Inc. {PRIDE): The State supports and encourages The use of Florida correctional work programs. It is expressly understood and agreed that any articles wh.ieh are the subject of, or required to carry out, this contract shall be purchased from the corporation identified under Chapter 946, F.S., in the same manner and under the same procedures set forth in Section 946.515(2}, and {4), F.S.; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned. Additional information about PRIDE and the products it offers is available at http:!/w~ww.pridefl.com. The Contractor shall describe how it will address the use of PRIDE in offering the items of bid. 2.25 Response Evaluation and Selection Process. A. In determining whether to select or reject a Response, the Department will consider and balance all information submitted in response to this ITN, including information presented during oral presentation; and to this extent, each requirement for solicited information is an evaluation criterion. Responses that do not contain all the xequired information will be considered non-responsive and will be rejected. In its assessment of submitted Responses, the Department will analyze the information submitted in relation to the information requirements and evaluation criteria of Phis ITN, tie appli:.able provisions of the Florida Star'u~, and uric Florida lld-rinistrative Code, and will compare each Response to the other Responses subnutted and rank those Responses that are responsive and responsible. The Department may then select one or more Responses for further consideration, ox may reject all Responses. B. Selected Provider(s) will be invited to provide more detailed clarifications of their Responses, to provide interactive presentations of the Responses, and to enter into preliminary negotiations with the Department. Based on the clarifications, presentations, and prelinuriary negotiations; the Department will further evaluate each of the selected Responses by major category and solution commponent areas consistent ~iztli the ITN. C_ The Department may then, after ranking each of the major category and solution components, select the most-worthy components for further negotiations, or the Department tnay reject all Responses. The Department reserves the right to accept components of competing Responses and merge such components into one project. D. Based on the Response evaluation process and the clarification and prelimunary negotiation process, the Department will enter into negotiations starting with the best-ranked Provider and may select components from different Responses to achieve the best solution for the Department and the State. The focus of the negotiations will be on achieving the best, most cost-effective, reliable, and efficient solution. The Department reserves the right to negotiate concu-rently or separately with competing Provider(s). Fuel Card Services Contract 973-163-06-1 Page 8 of 9 Section 2.00: Special Instnzctions to Respondents z.26 Evaluation Criteria for Stage i. A. Respondent's Business History, Experience, and Organisation-- 1. Experience of the Respondent and the extent to which the Response illustrates the Respondent's project understanding; and prior experience (both government and non-government} for grojects similar in type, size, and complexity as the Florida Fuel Card Services Frograrn. 2. The Respondent's ability demons~ated through its organization, its technical and managerial gaalifications and skills, the staffing level proposed, it, facilities, and other resources available to satisfy the Florida Fuel Card Services Program and application service requirements proposed. B. Respondent's Solution and Response to T"l''~l- 1. The extent to which the Response presents a ccjrnprehensive, coherent, consistent, and workable plan for timely deploying the Florida Fuel Card Services PraQram consistent with the requirement; of this 1Tl~J, including an assessment of the deliverables and sersr-ices proposed. 2. Th.e capability; reliability, and use-ability of the technology {hardware and software} proposed for the Florida Fuel Card Services Program. 3. An assessment of the Response's implementation ]ong-term (five year minimum) operation, maintenance, training and management grogram for the Florida Fuel Card Services Prograrn. C. Retailer Acceptance (Fuel Card Coverage)-- i. Provide a list of all Retailers who accept your card. This list should provide sufficient coverage of Fuei Retailers accepting the Fuel Card in the State of Florida. Separate and identify Retailers by type of fleet. Vehicle, Marine anal Aircraft. 2. Provide a list of all alternative fuels retailers who accept your card. 3. Provide your company's process for adding new Fuel Retailers, to include Alternative Fuel Retailers, for each type of fleet. 2.27 Evaluation Criteria for Stage 2. Evaluation Criteria far Slate 2 will be provided prior to Stage 2. Fuel Card Services Contract 973-1 b3-06-1 Page 9 of 9 Section 2.00: Special Instructions to Respondents 3.00 Technical Specifications Contents 3.01 Definitions 3.02 Scope of Work 3.03 Fuel Card Services MiI]Jmum Requirements Fuel Card Fuel Card Retailer Acceptance Fuel Costs Immediate Use Vehicle Accessories Eligible User Accounts Fuel Card Reader Equipment at State and Eligible User Sites 3.0~ Fuel Markup Decremental. Fuel Markup Fuel Districts Fuel Locations Optional Fuel Product Ivlanagement at State and Eligible User Sites 3.05 Fuel Specifications 3.06 Contract Deliverables Emergency Plan Project l~ianagement Pro#essionai Certification Implementation Plan Training Plan MarketingfOutreach Plan (to include other Elio ble Users} Conference Room Pitot (requirements Gathering} Minority Reports District Map 3.01 Definitions. "Agency Agreement" is the established agreement between the Eligible User and the Contractor: using this Contract. "Fuel" shall mean any Fuel product obtained through use of the Fuel Card. Fuel product shall include all grades of unleaded gasoline (unleaded; unleaded plus or rnid-grade; and premium or super unleaded) and fuel oil (on road diesel and off road diesel) to be used in State and Eligible User vehicles and equipment where Fuel monitoring requirements are necessary. Fuel product may also include gasoline and fuel oil used in State and Eligible User Marine Fleets and/or Aircraft Fleets at Marinas and~or Airports where the Contractor's Fuel Card is accepted. When the State deems necessar}~, Fuel product may also include alternative Fuels in certain areas of the State of Florida where available. "Fue[ Card" shall mean the card issued to State and Eligible Users for the purchase of Fuel and Immediate t.TSe Vehicle Accessories. Fuel Card Services Contract 973-163-06-1 Page 1 of 10 Section 3.00: Technical Specifications "Fuel Card Services" shall mean providing services as described in this solicitation and as established in the Contract, if any. "Fuel District" shall mean the districts as identified in the Appendix included in this section of the solicitation documents, entitled District ?~Iap, a:rd as more particularly detailed in section 3.04. "Fuel Locations'' shall mean the type of locations where Fuel is available, as more particularly detailed in section 3.04. "Immediate Use Vehicle Accessories" shall mean any commodity and/or service, other than Fuel. These commodities and/or services must be installed and/or performed on the Eligible User's vehicle at the time of purchase. "Fuel Markup" shall mean the Contractor's price to coverall costs associated with providing Fuel Card Services for the purchase of Fuel product only, and as more particularly detailed in section 3.04. "OPTS" shall mean the Oil Price [nformation Service, an industry benchmark for pricing Fuel. 3.02 Scope of Work. This Contract is to provide a FIeet Fuel Card program for Vehicle Fleets owned by state agencies acid Eligible Users in the State of Florida.. This will include the purchase of Fuel and any commodity and/or service for immediate use by the Eligible User to maintain daily operation of their vehicle fleet. Also, the Fuel Card may be used at Marinas and/or Airports as allowed for Marine Fleets and/or Aircraft Fleets. The Department seeks to improve duality and efficiency of services delivered, improve Eligible User services and reduce cost. 3.d3 Fuel Card Services Minimum Requirements. Fuel Card Services will be available to all Eligible Users in the State of Florida. The Contractor will provide a Fuel Card that is accepted at Fuel Locations throughout the State of Florida for the purchase of Fuel and Immediate Use Vehicle Accessories. Services shall also include commodities and services tv be used during emergency situations as described and priced within this contract's Emergency Plan. The Contractor will provide a detailed description of all Fuel Card Services available to the State and Eligible Users. Services shall also include, but not limited to, purchasing controls, reporting options, level 3 detailed transactions, online Eligible User access for reporting purposes and account management, billing and payment options, etc. Contractor shall provide the following, but not limited to, Fuel Card Services: • Fuel Card o Issuance and shipping second day mail, by 2pm EST, a#~Fuel Cards to Eligible Users will be at the Contractor's expense. This includes additional and replacement cards as required. o Fuel Cards will be used for the purchase of Fuel and Immediate Use Vehicle Accessories. Eligible Users will be responsible for setring Fuel Card restrictions. o Detailed reports will be sei:t with the Eligible User's invoice. The Eligible User will define the required detail of these reports. o Ability to issue an access .number or PIN number for security purposes. Fuel Card Services Contract 973-L63-06-1 Page 2 of 10 Section 3.00: Technical Specifications o The Fuel Card Vendor shall provide the Eligible User's tax exempt ID number with the fuel card at no cost to the Fuel Card Program Eligible Users. Fuel Card Retailer Acceptance o The Fuel Card is built o.n the Master Card platform and shall be accepted at all location accepting Master Card for the purposes describe within this contract. o Contractor will provide the State with ilieir process for adding new Fuel Retailers for all fleets. s Fuel Costs • o Fuel costs for Vehicle Fleets in each Fuel District will be determined based on the OPIS Weekly Newsletter terminal average Fuel price for the Fuel product purchased plus the Contractor's Fuel Markup and all applicable taxes and/or petroleum associated fees allowed. One Fuel terminal is assigned to each Fuel District. e Fuel costs for Marine Fleets will be determined 'cased on cost plus the Contractor's Fuel Markup and all applicable taxes and~or petroleum associated fees allowed. o Fuel costs for Aircraft Fleets will be determined based cost plus the Contractor's Fuel Markup and all applicable taxes and/or petroleum associated fees allowed. a The Fuel price for the Fuel product purchased for Vehicle Fleets in each Fuel District will apply to all counties listed in the Fuel District. o The Contractor's Fucl Markup shall coF~tain aI1 costs associated with providing the Fuel Card for the purchase of Fuel in each Fuel District, Marina and Airport. o All applicable taxes will be exempt from the Fue€ costs. 'This tax exemption will be excluded from the Fuei costs and disclosed on the Eligible User's invoice. Immediate Use Vehicle Accessories o The casts of Immediate Use Vehicle Accessories will not be included in determining the Contractor's Fuel Markup. o Commodities may include, but not Iimited to; motor oil, transmission fluid, brake fluid, windshield wiper blades, fuses, tires, etc. These conunodities are far immediate use on the Eligible User's vehicle at the time of purchase. These Commodities will be charged at the Eligible User's negotiated price or at the Contractor's Fleet Management discounted price, whichever is less. Commodity purchases outside of the State of Florida may include applicable sales taxes. o Services may include, but not limited to, car washes, vehicle maintenance, vehicle repairs, fire service, towing etc. These services must be performed on the Eligible User's vehicle at the time of purchase. These services will be charged at the Eligible User's negotiated price or at the Contractor's Fleet Management discounted price. whichever is less. Service purchases outside of the State of FIorida may include applicable sales taxes. • .Eligible User Accounts Fuel Card Services Contract 973-163-t)6-1 ~ Page 3 of 10 Section 3.Ofl: Technical Specifications o The Contractor shall provide an on-line Account Management system to Eligible Users. These accounts shall be accessible on-line for day to day management anal reporting purposes. o The Contractor shall provide Account Management Software and training to each Eligible User. This software shall have the same functionality for all Eligible Users and should interface with the Contractor's on-line systetu. o If deemed necessary by the State, the Contractor shall pravlde programming, at no charge to the State; 'for interfacing with the State's accounting system. Currently, the State is using a legacy system called FLA1R. This system will be replaced with a new system called Aspire based on the PeopleSoft system. o Other Eligible Users will negotiate interface programming, to provide compatibility with their accounting system, with the Contractor as required. o The Contractor shall have an Eligible tlser service center that has fitll account management services available between the hours of 7 a.m. and 6 p.m. EST. I~9onday through Friday except far State holidays. o The Contractor shall have at least ane Account Representative assigned to the State for the management of the Contract. • Fuel Card Reader Equipment at State and Eligible User Sites o Installation of ail equipment with Fuel Card reader capability will be at the request of the State or Eligible User the cost of v~~hi.ch shall be mutually agreed upon between the Eligible User and Contractor. o The Fuei Card reader shall capture Fuel purchase data in the same manner as a Retailer. o The Contractor will be responsible for providing all equipt:~ent maintenance and software updates as required. The Eligible User will be responsible for providing all electrical connectons and data transmission lines as required. 3.04 Fuel Markup. The Contractor shall provide a Fuel Markup to cover all costs associated with the purchase of Fuel products. Fuel Markups may differ by Fuel Districts. The Fuel Markup shall be on a price per gallon basis. The Contractor shall assess no other fees associated with Fuel Card Services other than those described within this contract. The costs of Immediate Use ~'ehicie Accessories will not be included in determining the Contractor's Fuel Markup. Fuel prices from OPIS are listed for terminals, by regions, in reports called a PAD Report. The State of Florida uses terminals listed in the PAD 1 Repart_ The Fuel. Markup will be for the selected terminals as' posted in the PAD 1 report included in the OPIS V4'eekly Newsletter. The OPIS avzrage Fuel price will change each week and be in effect Monday through Sunday. Fuel Markups wil! apply to the purchase of Fuel at Fuel Locations within each Fuel District, Marina and Airport. Fuel purchases within each Fuel District will be invoiced at the same price throughout the Fuel District in the same week. The Fuel Markup for E'uel shall be based on a price per gallon basis. • Decremental Fuel i1~Zarkup Fuel Card Services Contract 97.i-1bi-06-1 Page 4 of IQ Section 3.Cr0: "Technical Specifications The Contractor wilt submit Decremental Fuel Markups in each of the Fuel Districts that will decrease as stated levels of Fuel volume are attained. Fuel volume is equal to the cumulative total gallons of Fuel purchased by State and Eligible Users for the entire term of the Contract. As stated Fuel volumes are met, the Contractor's Decremental Fuel Markup will become effective accordingly. Fuel Markups and Decremental Fuel Markups will be submitted for each Fuel District. Decremental Fuel Markups will apply to the following Fuel volumes: 0 20,000,000 gallons 0 40,000,000 gallons 0 60,000,000 gallons 0 80,000,000 gallons Decremental Fuel Markups for Fuel volumes beyond thaw listed will be negotiated on an annual "basis. ~ Fuel Districts The State will use Fuel Districts as the basis for determining Fuel costs for Vehicle Fleets based on the following Fuel terminals as listed in tl~e OPIS Weekly Newsletter PAD i Report. Fuel District Fuel Terminal Westeni District Bainbridge, GA Northern District Jacksonville, FL Central District Tampa, FL Southern District Miami, FL Out of State CIosest Fuel Terminal Fuet costs for State aild Eligible User vehicles that travel outside of the State of Florida will use the closest Fuel terminal as its basis far detennining Fuel cost as listed in the appropriate OPIS Weekly 1ewsletter PAD Report. Fuel costs far State and Eligible User Marine Fleets and/or Aircraft Fleets will use the closest Fuel terminal as its basis for determining Fuel cost as listed in the appropriate 4PIS Weekly Newsletter PAD Report. The Fuel price used will be the OPIS Weekly Newsletter terminal average Fuel price for the Fuel product purchased plus the Contractor's Fuel Markup and all applicable taxes and/or petroleum associated fees allowed. Fuel Locations The Contractor will provide a single Fuel Markup to cover the purchase of Fuel far the following Fuel Locations in each Fuel District as a basis for determining Fuel casts for Eligible L'sers. The Fuel I~Sarkup may be different in each of the Fuel Districts based on the type of fleet referenced below: o Vehicle Fleets -The following Fuel Location applies to State and Eligible User vehicles and equipment where Fuel monitoring requirements are necessary_ The Contractor shall provide Fuel Markups for the following Fuel Locations. Fuel Card Services Contract 973-163-06-1 Page 5 of 10 Section 3.00: Technical Specifications Fuel costs for Vehicle Fleets in the Western, Northern, Central. and Southern Fuel Districts will have a single combined Fuel Markup for: ^ Retailers -All Contractor approved retail fueling stations with Fuel Card reader capability. Also, includes businesses that supply any commodity ancL'or service obtained through use of the Fuel Card, other than Fuel. ^ Eligible User Sites -State ancUor Eligible User facilities that have equipment with Fuel Card reader capability installed by the Contractor- Fue! costs for Vehicle Fleets traveling in the Out of State Fuel District will have a single Fuel Markup for: • Out of State Retailers -Ail Contractor approved Retailers outside of the State of Florida with Fuel Card reader capability. a Marine Fleets -The following Fuel Location applies to State and Elid ble User Marine Craft where Fuel monitoring requirements may be necessary. The Contractor may provide Fuel Markups for Fuel product to include gasoline and fuel oil used in Marine Craft for the following Fuel Locations. Fuel costs for Marine Fleets will have a single Fuel Markup for. ^ Marina Retailers -All Contractor approved Retailers at Marinas within the State of Florida as well as outside the State of Florida with Fuel Card reader capability or that accept the Fuei Card. Also, includes Marinas that supply any conunodity and/or sere-ice obtained through use of the Fuel Card, other than Fuel. o Aircraft Fleets -The following Fuel Location applies to State and Eligible User Aircraft where Fuel monitoring requirements ma_y be necessary. The Contractor may provide Fuel Markups for Fuel product to include ga<SOli.ne and fuel oil used in Aircraft for the following Fuel Locations. Fuel costs for Aircraft Fleets will have a single Fuel Markup far: • Airport Retailers -All Contractor approved Retailers at Airports within the State of Florida as well as outside the State of Florida with Fuel Card reader capability or that accept the Fuel Card. Also, includes Airports that supply any commodity and/or service obtained through use of the Fuel Card, other than Fuel. • Optional Fuel Product 1Vfanagement at State and Eligible User Sites Upon mutual agreement between the contract user and Contractor, the Contractor may provide fueE product management at State and Eligible User sites. The cost for this service shall be mutually agreed upon between the Eligible User and Contractor- The site shah be those for which Fuel Card reader capabilities equipment has been installed. This includes, but is not limited to, the monitoring of Fuel levels, ordering and,'or delivering Fuel, etc. This service also includes the use of equipment and tools, and all sentices and responsibilities prescribed or implied which are necessary for the complete performance by the Contractor of its obligations under the Contract. State and Eligible Users will not be charged far Fuel stated at these sites. State and Eligible Users will only be charged for Fuel dispensed into their Vehicle FIeet. 3.05 Fuel Specifications. Fuel Card Services Contract 973-163-06-1 Page 6 of 10 Section 3.Q4: Technical Specifications These speciftcations apply to ai[ Fuel products which are supplied by the Contractor to an Eligible User Site that have equipment with Fuel Card reader capability installed by the Contractor_ The Contractor will supply Fuel per the fallowing specifications: • Unleaded -Gasoline, unleaded, antiknock {octane) index minimum 87 (RON + MON)/2, maximum allowable lead 0.05 gram per gallon, per A.S.T.M. specifcation D4814, complying with stale of Florida gasoline inspection laws. • Nlid-Grade Unleaded -Gasoline. unleaded, antiknock {octane} index minimum 89 (RON + MQNii2, maximum allowable lead OAS gram per gallon, and volatility class suitable for Florida at time of scheduled use, per A.S_T_lvi. specification D4814, complying with state of Florida gasoline inspection laws. • Premium Unleaded -Gasoline, unleaded, premium, antiknock (octane) index minimum 92 (RON + MON)/2, maximum allowable lead 0.05 b am per gallon, per A.S.T.M. specification D4814, complying with state of Florida gasoline inspection laws. • Diesel - Oi.l, diesel fuel, grade no. 2-D law sulfur fuel (.0~ mass % sulfur, 40 centane min.}, for use in over the road diesel engine, per A.S.T.I`1. specification D975, complying with Florida Department of Agriculture and Consumer Services standards ~F-2.001. 3.06 Contract Deliverables. Emergency Plan Within thirty day of contract signing, the Contractor and the State shall jointly develop an Emergency Plan. The Fuel Card Sen-ices Contract allows far the purchase of commodities and Services tl?at are n8ceS5PSy fn PYer3it? fF~P Emergency Plan. Th~ce p~yr~l3aSeS s12ai1 i?2c11~d~ t_hP,~c~ of equipment and tools, and all services and responsibilities prescribed or implied which are necessary for the complete perforn~anee by the Contractor of its obligations under the Emergency Play. This Plan shall include but not be limited to: • Commodities and SeNICeS, to include pricing, available to Eligible Users during emergencies. • An assessment of risks • Operational assignments (Who does what, when and howj • Procedures for Emergency notification (How do we tell people there's a problem?j • Procedures for activation in the event of an emergency situation in order to protect and/or recover critical assets and functions. • Procedures for Emergency Plan testing • Procedures for an annual review, updating, altering and re-writing that results in a document that is fully functional and operational. Project Managemenf Professional Certification Within fifteen days or contract sianirtg, the Fuel Card Vendor shall have a certified Project Ivianagement Professional (PMP} leading the implementation of the State's Fuei Card Program. This certification must be obtained through the Project Management Institute (i'MI}. Implementation Plan Fuel Card Services Contract 973-163-06-1 Page 7 of IO Section 3.00: Technical Specifcations Within the first forty-five days of contract signing, the Fuel Card Vendor and the State shall jointly develop a detailed Implen~entation Plan. This Plan shalt include but not be limited to: 1. Development of a critical path for the project 2. Detem~ining Start and Completion Dates 3. Development of goals 4. Development of objectives for each goal 5. Development of activities for each objective 6. Determining individuals responsible far each activity 7. Development of timelines for each activity 8. Development of a Iist of potential. barriers and a plan to overcome them. Training Plan (Instructor led, online and train the trainer) t~'ithin ninety days of contract signing, the Fuel Card Vendar and the State shall jointly develop a Training Plan. This PIan shall provide for but not be limited to: 1. Defining the purpose of the training and target audience 2. Determning participants' needs (Instructor led, Onkin.e, acid Train the trainer) 3. Del ning training goals and objectives 4. Outlining training content 5. Develop instructional activities 6. Prepare the written training design i. Prepare participant evaluation form(s) 8. Determine follow-up activities for the event MarketinglOutreach Plan (to include other Eligible Users) Within the first ninety days of contract signing, the Fuel Card Vendor and the State shall jointly develop a detailed a iVlarketing'Outreach PIan to all Eligible L'sers of the Fuel Card Contract. Conference Room Pilot (requirements gathering) Before any agency is brought into the new Fuel Card Program, the Fuei Card Vendor and the State shalt develop and execute a Conference Raom Pilot. Conference Room Pilot shall be defined as a period of four 1-da_r• working sessions, or other schedule as agreed, the purpose of which is to review and refine the proposed business processes. During the Conference Room Pilot iteet card, purchasing and accounting representatives from various State agencies will be invited to review and comment upon the proposed processes. Minority Reports In order to support Executive Order 98-2I, within 60 days of contract signing, the Fuel Card Vendor shall develop an electronic means of reporting MBE purchases. Executive Order 98-21 directs state agencies to increase the participation of certifed minority business enterprises (Iv1BE) and women business enterprises (WBE) in state procurements. MBE/WBE certificatior_ Fuel Card Services Contract 973-163-06-3 Page 8 of 10 Section 3.00: Technical Specifications by the State of Flog ida, Office of Administration, Office of Equal Opponunity is required to be considered an Eligible MBElVJBE in meeting participation goals. Fuel Card Services Contract 473-163-06-1 Page 9 of l0 Section 3.00: Technical Specifications Appendix 1V ww r w.aa+~ .~, . r x ~,~ j , ~ ~, ~~~ 1 wwavcw ~~~~~ ~°! ~~ ~~ _~ ..:~, ,- WESTERN NORTHERN CENTRAL SOUTHERN Escambia Gilchrist Citrus Glades Santa Rasa Alachua Sumter Martin Okaloosa Union Lake Hendry Walton Bradford Hernando Palm Beach Holmes $aker Serninoie Collier Washington Nassau Orange Broward Bay Duval Pasco Monroe Jackson Ciay Pinellas Dade Calhoun Putnam Higsborouah V Gulf St.lahns Po](i Liberty Flagler Osceola Franklin VoIusia }3rev~rd Gadsden Marion Indian River «~akuila Levy Manatee Leon Hami}ton Flardee Ieffcrson Columbia Hi~hlards Taylor Suwannee Okeechobee Ntadisnn ~[. Lucie Lafayette Sar,:sota Dixie Desoto Charla tte Lee Y~' DISTR.ICT NIAP Fuel Card Services Contract 973-163-06-1 Page 10 of 10 Section 3.00: Technical Sgecitications 4.dU Special Conditions Contents 4.01 Overvietiv 4.02 Performance Standard 4.03 Fuel Locations and Accessibility 4.04 Maintenance 4.05 Removal of Equipment 4.06 Invoicing and Pa}anent 4.0? OPTS Newsletter 4.OS Taxes 4.09 Pines, Citations, Damages 4.10 Permits 4.11 Agency Agreement 4.12 Alternative Fuels 4.13 Silence of Specifications 4.41 Oven%ie~v. The followz~~g are basic business and safety requirements associated with the Contract. 4.02 Perfortztance Standard. The Contractor shall meet all performance standards set forth in this Solicitation. The Contractor shall warrant that all work performed hereunder complies with customary, reasonable and prudent standards of performance in tl2e industry and shall perform all services in a professional manner. 4.03 Fuel Locations and Accessibility. Contractor shall provide Customers a listing of all Contractor approved Retailers as well as other applicable Customer sites available with Fuel Card reader capability as defined in Section ~. Contractor approved Retailers should be widely accessible in each county in the State of Florida. Contract Customers may be able to fuel their vehicles at other Customer sites as allowed by the Customer. Contractor will provide updated lists of aI1 Contractor approved Fuel Locations as necessary and/or as requested by Customers. 4.04 1Vlaintenauce. The Contractor shall maintain all installed equipment with Fuel Card reader capability in food working order for the duration of the Contract. Fuel Card Sen-ices Contract 9?3-163-06-1 Page 1 of 3 Seetiort 4.00: Special Conditior_s 4.05 Removal of Equipment. The Contractor shall remove all Contractor installed equipment (Fuel Card readers} in the event the Customer na longer requires it. The property shall be restored to its original condition and snatch the condition at the time of removal. The Contractor shalt bear all casts associated with this removal and/or restoration. 4.06 Invoicing and Paymeni. Invoices shall be submitted monthly to fhe Customer or as agreed upon in the Agency Agreement. The Contractor shall submit invoices for Fuel andlor Immediate Use Vehicle Accessories in sufficient detail fox a proper pre-audit and post-audit in accordance with section 287.08 of the Florida Statutes. Invoices shall be submitted as stipulated in the Customer's Agency Agreement. The Customer agrees that payments to the CaniJractar will be made in accordance with Florida Statutes. 4.07 OPTS Newsletter. The Con~xactor will provide a paid subscription for the weekly OPTS Netivsletter (SZ issues/yearj, including the P_~D 1 Report, to the Department's Contract Administrator tlu-oughout the term of the contract. 4.08 Taxes. Invoice Fuel prices are not to include any State of Florida and/or Federal taxes from which the State and~or Customer is exempt. Also, invoices should be exempt from Florida State sales tax an Immediate lise Vehicle Accessories as allowed. 4.09 Fries, Citations, Damages. The Contractor agrees to be solely and financially responsible for any and ail fines, citations and or damages levied by local, state or federal regulators against the Departrnent for incidents resulting from non-compliance relating to regulatory violations and/or negligence on the part of the Contractor including, but not limited to, spills, leaks, injuries to the environment; injuries to humans or property damages. The Contractor shall be solely responsible for any and all cost, expenses, attorneys' fees or travel incurred by the Department relating to such violations or negligence. 4.10 Pernuts. The Contractor shall comply with all applicable rules, regulations and ordinances. The Contractor maintains the sole responsibility to obtain all construction permits from the local appropriate code enforcement agencies, or the delegated authority to issue such permits. A copy of any and ail permits shall be sent to the Customer immediately upon the Contractor obtaining same. Permits shall be posted in a readily visible location accessible to the code enforcement inspectors. Permits shall be obtained by the Contractor before any work can commence. Fuel Card Services Contract 973-163-O6-1 Page 2 of 3 Section 4.OG: St~ecial Conditions 4.11 Agency Agreement. An Agency Agreement is the established agreement between the Customer and the Contractor. This agreement is to determine, including but not limited to, the quantity of Fuel Cards required. including any specialty type cards for lativ enforcement agencies; description of services required, billing and payment, effective dates, as weI1 as other applicable factors or suitable references pertinent to the Customer. Each agency will have the flexibility to design their personal Agency Agreement based on their fleet requirements. This Contract provides the State and eligible Customers a core contract on which to build their Agency Agreement. It is recommended that Customers assign agency Contract managers anci,'er sccui~ty personnel to manage their Agency Agreement. All Fuel Cost shall be priced as described in Section 3. 4.12 Alternative Fuels. When the State deems necessary, alternative Fuels inay be required in certain areas of the State of Florida where available. These Fuels may include compressed natural gas (CNG), liquefied petroleum gas {LPG or propane), biodiesel, ethanol (E-85), and any other Alternative Fucl the State deems necessary. 4.13 Silence of Specifications. The apparent silence of specifications set forth in this solicitation and contract to any details ar the omission from it of a detailed description, concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that nnly,,,aterial_s a_nd workmanship of first qualiti are to be used- A11 interpretations of this solicitation shall be made upon the basis of this statement. Fuel Card Services Contract 973-I63-05-I Pace 3 of 3 Section 4.00: Special Conditions V Contract This Contract, effective the last dale sued below, is by and between the State of Florida, Department of Management Sen~ices {"Department"), an agency of the State of Florida with offices at 4050 Esplanade ~~v'ay, Tallahassee, Florida 32399-0950, and the entity identified below as Contractar ("Contractor"). The Contractor responded to the Department's Invitation to l~egotiate (f.TN) No. 43-973- 163-X, Fuel Card Services. The DepartFent has determined to accept the Contractor's offer and to enter into this Contract in accordance with the terms and conditions of the solicitation. TransMontaigne; asubcontractor of the Contractor, is recognized as the net seller of fuel for this Contract. Accordingly, and in consideration of the mutual promises contained in the Contract documents, the Department and the Contractar do hereby enter into this Contract, which is a state term contract authorized by section 287.042(2}(aj of the Florida Statutes (200I). The term of the Contract begins on the Effective Date and expires after .5 years. The Contract consists of the following documents, which, in case of conflict, shall have priority in the order listed, and which are hereby incorporated as if fully set forth: • Any written amendments to the Contract • This document • Special ?nsiructiens to Respondents • Technical Specifieatior_s • Special Conditions • General Contract Conditions {PliR Form 1000) • General Instructions to Respondents (PLTR Form 1001) • Any Purchase Order under the Contract • trac or's bid State of Florida, Date ~,~~Departrnent of Management Services B.y: Tom Lewis, Jr., Secretary Contractor Nance: rrvMo~/r' /`1)r'"'?,JUIZ K~_..~J~1G-. (Seal} Street dress or~j .O. Box: S 3~t A , ~g~to (,cJ~y Cit t te, Z' I~~i~, ~v~p , T~ 3 ~ Z ? / By: sr~o.r c- ~~^~ Date Its: S~. J . , ~ ,,~,. Approved as to form and legality by the Department General Counsel's Oftice: Fuel Card Services Contract 973-163-Ct6-1 Price Sheet Cantractar Fuel Mark up T env of Fuel North South Central West Gasoline, Regi.tlar 0.1394 U.I735 0.1641 O.I313 Gasoline, Mid-Grade 0.1904 0.2340 0.2 I S I 0.1846 Gasoline, Premium. 0.2133 0.2507 0.2375 0.1982 Diesel (On Road} 0.0819 0.1302 0.0599 0.0364 Aviation and Iviarin.e Fuel 0.0075 0.0075 0.0075 0.0075 Fuel Card Services Contract 973-1b3-Ob-1 Ordering Ins#ructions Contractor: SPURS VENDOR NU)/4BER: Please identify the person who will be responsible for administering the Contract on your behalf if award is made, and inc]ude an emergency contact phone number: Name: Title: Street Address: E-mail Address: Phone Number(sj: Fax ]4'umber: If the person responsible for answering questions about the bid is different from the person identified above, please provide the same information for that person. Name: Title: E-mail Address:_ PI'~one Number(sj: Fax Number: 4rderin~ Informs#ian: Please provide the foIlawing information about where Customers should direct orders. You must provide a regular mailing address. If equipped to receive purchase orders electronically, you may also provide an Internet address. Name: Title: Street Address or P.O. Box: City, State, Zip: Phone Number: Toli Free Number: Ordering Fax Number: Internet Address: Federa] ID Number: Remit Address: City; State, Zip: ]=ue] Card Services Contract 973-163-06-] SavingslPrice Reductions Invitation to Negotiate No. 43-973-163-X Respondent is required to furnish the percent (%} savings in prices offered in this reply compared to retail, list, published or other us~!a! and r,ietnma ~, prlreg that would be paid by the purchaser without benefit of a contract resulting from this response. DA' COMPETITIVE PRICES OFFERE© AVERAGE % SAVINGS. HOW CAN WE VERIFY THE CLAItJfED SAVINGS (example: retail or other usual and customary prices published at [url], or other source of benchmark prices}? Response: AUTHORIZED SIGNATURE: TELEPHONE NUMBER: RESPONDENT NP.ME: IF CQNTRACT AWARDED, STATE PURCHASING ANALYST/SPECIALIST TOOK THE FOLLOWING STEPS TO VERIFY SAVINGS: Response: WHAT WERE THE RESULTS? PURCHASING ANALYST/SPECIALIST Response: Fuel Card Services Contract 973-163-06-1 Certification of Drug-Free tiVorkplace Section 287.087 of the Florida Statutes provides that, where identical tie bids are received, preference shad be given to a bid received from a bidder that certifies it has implemented a drug-free workforce program. Please sign below and return this farm to certify that your business has adrug-free workplace program. I) Publish a statement notifying employees that the unlawful rztanufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that urill be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining adrug-free workplace; any available drug counseling, rehabilitation and employee assistance programs and the penalties that may be imposed upon employees for drug abase ~7alations. 3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specifed in Subsection {l ). 4) 1ri 4he statement specified in Subsection (I ), notify the employees, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nola contendere to, any violation of Chapter 893 or of any controlled substance law of the Ltnited States or any State, for a violation occurring in the workplace no later than five (~} days after such conviction. 5) impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by any employee who is so convicted. 6) Make a good faith effort to continue to maintain adrug-free workplace tlu~ough implementation of this section. As the persL•n authorized to si;n the statement, I certify that this firm complies fully with the above requirements. False statements are punishable at ]aw. $IDDER'S NAME: sy: Authorized Signature Print Name and Title Fuel Card 5en~ices Contract 97?-I63-06-I CONTRACT AMENDMENT BETWEEN TIIE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES AND COMDATA NET'W'ORK, IitTC. CONTRACT NO. 973-163-06-1 AMENDMENT 1 This is an amendment to the Contract between the Department of Management Services ("Department") and Comdata Network, Inc. ("Comdata"}, collectively referred to as the Parties, whereby the Depau-tment secured the services of Comdata to provide Fuel Card Services for the State. This Amendment: Describes the role and responsibilities of the Net Seller of Fuel under the Contract; Revises Sectiom 3.02. Scope of Work; and Revises Section 4.06. Invoicing and Payment; In accordance with Section. 41 of the PLrR 1000, Modification of Terms, the following madi;~cations or amendments to the Contract axe hereby made: 1. Net Seller of Fuel. As part of its response to the ITN, Comdata offered the senrices of TransMontaigne Product Services, hoc., ("Seller") as the net seller of fuel and ultimate vendor to provide the Fuel Product sought through the ITN. Comdata and Seller entered into a subcontract effective as of i~FOVember 1, 2045, describing each party's role under the Contract. Also, Seller has the skills, knowledge, and expertise regarding the tax-exempt sale of fuel, is recognized by the Parties as the appropriate entity to claim a tax credit or refund for the sale of fuel on behalf of tax-exempt governmental entities and recognized by the Parties as the appropriate entity to deduct federal taxes from Product purchases made pursuant to the Contract. Therefore, io ensure that the intent of the ITN is met in that the state agencies and Eligible Users obtain the most cost effective Fuel Card Services for the State while maximizing the quality alid efficiency of service delivered and that state agencies and Eligible Users ("Buyers"} are able to pw•chase fuel Product from Seller net federal excise taxes, the Parties agree that adding Seller as a Party to this agZ-eement will enhance the level of service provided under the Contract. Thus, contemporaneous with executing this Amendment, the .Parties have entered into an Agreement with Seller that provides Sellers role and responsibilities to state agencies and Eligible U-sets that use the Contract. The Agreement is attached to this Amendment as Attachment A. 2. Section 3.02 ,Scope of Work, is revised to read: This Contract is entered into to provide a Fleet Fuel Card program for Vehicle Fleets owned by state agencies and Eligible Users in the State of Florida. Eligible Card purchases include only the purchase of fuel Product net federal excise taxes and Immediate User Vehicle Accessories as defined in the Contract. Also, the Fuel Card may be used at Marinas and/or Airports as allowed for \~Iarine Fleets antUor Aircraft Fleets. The Department seeps to improve quality and efficiency of services delivered, improve Eligible User services and reduce cost. Although the Parties have entered into an Agreement with Seller that details Sellers role and responsibilities to state agencies and Eligible Users that use t'ne Contract, this does not in any way relieve ar otherwise excuse Comdata of its duties as stated. in the Contract. 3. Section =1.06; Invoicing and Payment, is revised to read: Invoices for fuel product andior Immediate User Vehicle Accessories resulting from use of the Card shall be submitted to monthly by TransMontaigne ("Seller") to Buyers or as agroed upon in the Agency Agreement. Seller is the only entity authorized to invoice Buyers for fuel :Product or Immediate User Ve'nicle Accessories under the Contract. Se]ter shall submit in~~oices for Fuel andior Immediate Use Vehicle Accessories in sufficient detail for a pxoper pre-audit and post- audit in accordance with section 287.058, Florida Statutes, and as specified in the Agreement (Attacltnnent A). THE RI. VIAINDEI2 OF THIS PAGI!/ IS I\'TENTION,~.LLY LEFT BL~,..NK. Phis amendment shall begin on the date on which it is signed by both parties. All other terms and conditions of the original Contract and previous Amendments (if any} remain in fuIl force and effect. 'VtrH£R£fiOR£, the Parties hereto have caused. this Contract to be executed by Choir nndersigneel. off cials as duly authorized. CQl~~~DAT Signed by: ~ ame: Title: Date: D~PA12T _M~ OI' : `' EMENT SERVICES f Signed by: r ame : ~u S 5 f ~U ~'"~ ~vt ~n Title: ,!-n~~-~/'rn't ~ r`/'c',~~F'. ~ ~ 1`~~.r~Glc~sr~c~ Date: ~~~ Q~ J Approved as to F~orn; and Leoaliw• l~ % / ~ - -- Date: ~ j Z~~ -- -_-_._ .__._._._y__-~ ~ -- CONTRACT BETWEEN TI-IE FLORIDA DEPARTMENT OF NIAIVAGEMEi\lT SERVICES, TR_~NSNIONTAIGNE PRODUCT SERVICES, INC., AND COMBAT. ;~'ET't'VO~RIC, INC. Relating to Contract No. 973-163-©b-I This Agreement is entered into on the date subscribed below, by and between the Department of Nlana~ement Services {"Department" or "DMS"), TransMontaigne Product Services, Inc. ("TransMantai ;ne" or "Seller"}, and Comdata Network, Inc., hereinafter collectively referred to as the "Parties" to this Agreement. WHEREAS, the Department and Comdata executed a state term cantract effective as of September 13, 2005 (the "cantract"), based on Comdata's response to the Department's Invitation to Negotiate ~'o. 43-973-163-X {the "ITN"); and 'VW:HEREAS, as pan of its response to the ITN, Comdata offered the ser<`ices of Translvlontaigne, the ultimate vendor and net seller of fuel, *_a provid.e Product to state agencies and Eligible Users; and WHEREAS, Comdata and Seller entered into a subcontract effective on November 1, 2005, describing each party's role under the Contract; and WHEREAS, Seller is the net seller of fuel and ultimate vendor, is recognized. as a qualified wholesaler £or fuel tax refunds and ~vilI be the only entity invoicing the State of Florida and its Eligible Users for Product or Immediate Use Vehicle Accessories purchased pursuant to the Contract and this Agreement; and WHEREAS, Seller is recognized by the Parties as the appropriate party to deduct federal taxes from Product purchases made pursuant to the cantract; TI-IEREFORE, subject to controlling law, policy(ies) and/or procedures; and in consideration of the mutual interests and understandings expressed herein, the Department and Seller aVree as provided in this Agreement. 1. Definitions. When used in this Contract, the terms listed betaw have the followinc meanin~?s: `:4geneies" means agency as defined in section 287.012, Florida Statutes. "Agreement" means this contract betl~een the State of Florida, Department of 1lanaaement Services and Translvlontaigne Product Services, Inc. "Buyer" or "Buyers" means State of Florida agencies and Eligible Users that make purchases pursuant to this agreement. "Card" means "fuel card" as defined in section 3.01, Technical Specifications, of the Contract, which provides: "Fuel Card" shall mean the card issued. to State and Eligible Users for the purchase of Fuel and Immediate Use Vehicle Accessories. ``Comdata" refers to Comdata Network, Inc. the entity that wilt issue Cards as set fourth in the Contract. "Contract" means the state term contract between the Stag of Florida, Department of 1Vlanagement Services, dated September 13, 2005, entered into as a result of Comdata's response to the Department's Invitation. to Negotiate No. 43-973-1b3-X. The Contract is made part of this agreement as Attachment B. "Department" means the Flcrida Department of Management Services. "Eligible Users" as used in section 280.056(1), F.S., the Contract and as defined in ntIe 60A-1.005, Florida Administrative Code, means: (1} All governmental agencies, as defined in Section 163.316, F.S., which have a physical presence within the State of Florida; (?) Anv independent, nonprofit college or university that is located within the State of Florida and is accredited by the Southern Association of Caheges and Schools. "Immediate Use b'ehicle Accessories" means those commodities and services as defined in section 3.03 of the Contract. "Merchant" means any merchant. that offers Product ar Immediate Use Vehicle Accessories for sale and that honors the Card. Merchant includes "Fuel Locations" as defined in section 3.01, Technical Specifications, of the Contract. "Product" means fuel as defined in section 3.01., Technical Specifications, of the Contract, which provides: "Fuel" shall mean any Fuel product obtained through use of the Fuel Card. Fuel product shall include alI grades of unleaded gasoline (unleaded; unleaded plus or mid-grade; and premium or super unleaded) and fuel oil (on road diesel and off road diesel} to be used in State and Eligible User vehicles and equipment where Fuel monitoz-ing requirements are necessary- Fuel product ma}~ also include gasoline and fuel oil used in State and Eligible User Marine Fleets and/or Aircraft Fleets at Marinas and/or Airports where the Contractor's Fuel Card is accepted. When the State deems necessary, Fuel product may also include alternative Fuels in certain areas of the State of Florida where available. "Seller" means TransMantaigne Product Services, Inc. "State" means State of Florida anal its agencies. "Term" means the duration. of the A~eement between the Department and TransMontaigzle. 2. General Terms and Conditions. Purchasing farrrz PL'R 1000, General Contract Conditions, is hereby incorporated into and made part of this Agreement bet«~een Buyer. and Seller. Attachment A. I.n addition to satisfying its duties and obligations as specified in this Agreement, Seller further assents to and otherwise agrees to be bound by the General Contract Conditions provided in Attachment A. If there is a conflict between the terms provided in the Attachment A and this Agreement, this Agreement shall take precedence over the Attachment A. 3. Term. The Tenn of this agreement shall be concurrent with the Contract the Department has «rith Comdata. The Contract is a ftve (S) year contract tivith a five (S) year renewal optian, renewable at the convenience of the Department. This Agreement shall start on the date it is executed by the Parties and shall continue concurrently with the term of the Contract. The Parties further agree that renewals of the Contract shall be deemed to automatically renew this Agreement without any action. required of either Party. Also, the Parties agree that termination of the Contract shall automatically terminate tl2is Agreement without any action required of either Party. This provision will not affect the Department's ability to separately terminate this Agreement as provided in the Attachment A. 4. Scope of Work. In coi~jzmetion with the Contract between the Department and Comdata, this Agreement is entered into by the Parties to enable Buyers to purchase Product net federal excise taxes. As Seiler is the net seller of fuel, ultimate vendor, and is recognized as a qualified wholesaler for fuel tax refunds, Seller is responsible for invoicing Buyers far Product and Immediate Use Vehicle Accessories pLU-chased by users of the Card_ ~, \Tn Costs Associated ~v~ith Entering into this Agreement. 3 In executing this agreement, the Parties agree that no additional cost is associated with, will be included or will be charged by Seller or Comdata to Buyers purchasing Product or Immediate Use Vehicle Accessories under tihi.s Agreement or under the Contract -only casts currently permitted under the Contract are allowable. G. Fuel Specifications. Seller agrees to provide Product to Buyer as specified in sections 3.05 and 4.12 of the Contract (Attachment B). 7. Fuel Sale and Purchase. During the Tenn of this Agreement, Seller agrees to sell aild Buyers aj ee to pay Seller for Product purchased and to reimburse Seller far credit extended by Seller and Comdata to Buyer for Card purchases. The pi7ce far Product purchases shall be calculated as provided in sections 3,03 and 3.04 of the Contract. &. Taxes. 8.1 Seller must be registered with the IRS as an ultimate fuel. vendox and must provide the Department with the registration number. 8.2 Buyer must document and confirm to Seller that it is permitted to engage in tax-free transactions with respect to the Product under all federal or state laws that may appl~f to the Contract, this Agreement and the Product delivered under both agreements. Buyer shall provide to Seller in a timely manner all necessary exemption certificates and other information and documentation as maybe reasonably requested by Seller and must reasonably cooperate with Seller to perfect claims for refunds or credits. Further, Buyer waives any claim it may have with regard to said claims for refunds or credits for taxes to the extent that Seller claims them and passes them on to Buyer_ 8.3 Buyer must pay any and all taxes, fees, or other charges imposed or assessed by govemmental or regulatory bodies, with respect to the Product delivered under this agreement and the Contract, the taxable incident of which occurs after transfer of title to the Product to Buyer. 8.4 Except as provided otherwise below, any and all taxes, fees, or other charges imposed or assessed by governmental or regulatory bodies, the taxable incident of which occurs prior to or at the time of transfer of title or the delivery of The Produce under the Contract, or the receipt of payment for such taxes, fees or charges, regardless of the character, method of calculation, or measure of the levy of assessment, will be paid by the Party upon whorl the tax, fee, or charge is imposed b_y la~~~. ~?vith respect to all federal, state and local gasoline, motor fuel, sates use, gross receipt, petroleum inspection, environmental assurance, spill fund, pollution; and other excise taxes, fees, or charges that are imposed by law on Seller, Buyer must, upon receipt of Seller's invoice, 4 pay or reimburse Seller for any such taxes, fees or charges Seller is required by law to pay or provide to Seller upon demand with a valid exemption certificate. 9. Department and Buyer Obligations. 9.1 The Department shall provide a contact person or project manager far the duration of this Agreement. As needed, the Department's project manager shall coordinate a team to work directly tivith the Seller for all implementation issues. The Department's cua~ent project manager is: David A. Bennett Purchasing Analyst, State Purchasing Department of ivianagement Services 4050 Esplanade Way; Suite 370 Tallahassee, Florida 32399-0950 850-921-4072 david.bemlett(wdms.mvflorida.com Tf the Department changes its designated contact person or project manager, the Department shall timely notify Seller of th.e change. 92 To the extent not addressed in the Contract, the Department shall work tivith Seller and Comdata to detzrmine the optimum account setup including proper fueling limits by transaction, by day and by total purchase. 9.3 To the extent not addressed in the Contract, Department shall work with Seller and Comdata to deteirnine appropriate data capture items at the point-of--sale {e.g., driver ID, agency nam.e). 9.4 To the extent not addressed in the Contract, the Department or Buyer sl-tall. provide alI state agency vehicle pool information as required by the prompted data capture setup. 10. Semi-Annual Sa~•ings Report. To ensure appropriate monitoring of the cost-savings generated through implementation of the Contract and this A~eement, Seller shall gather all Product purchase data relevant to this Agreement and generate a Semi-annual Savings Report deliverable to the Department project manager. This deliverable shall cover six-month intervals beginning ai the tune of execution of the !Aa cement. The Report shall be delivered to the project manager no later than 30 days from the end of the proceeding six-month period. The Semi-aru~ual Savings Report wi11 consist of various items associated with individual transactions under this Agreement and shall at a minim~un include the individual re- priced fuel transactions associated with Product transactions that take place under this A Qreement. 5 }:1. Invoices, Payment, Credit. I I.I Invoices shall be submitted monthly to the Buyer or as otherwise agreed upon by the Buyer and Seller. Seller shall. submit one periodic invoice for Product and Immediate Use Vehicle Accessories in sufficient detail far a proper pre-audit and post- audit il~ accordance with section 287.058, Florida Statutes. Buyer agrees that payments to the Contractor will be made in accordance with Florida Statutes. 11.2 Unless otherwise a~•eed to by Buyer and Seller, Seller wi.il render invoices to the Buyer on a monthly bi.lIing cycle supported by necessary documentation, including an electronic invoice tivhich details each Card transaction during the billing cycle. In addition to other acceptable methods of presentation, Seller's telexing or telecapying of invoices and other necessary documents will constitute acceptable presentation under this agreement. Each party will furnish to the other party any other substantiating documents required under this agreement. 11.3 Under this Agreement invoices will only be issued by Seller to the Buyer - no invoices will be issued by Comdata pursuant to the Contract or this Agreement. AI] invoices submitted by Seller to Bayer shall clearly indicate all tax and other deductions excluded from the I~uel costs and shall disclosed on Buyer's invoice. 1I.4 Seller will snake the resulting data available online and will ensure such information is accessible online by Buyer. 12. Measurements. Amounts of Product received by Buyer will be determined according to fuel Card activity reports generated each time Buyer receives Product. Except as may otherwise be reasonably established by Buyer and Seller, said acti~~ity reports will be prima facie evidence of volumes of Product delivered to Buyer, absent obvious erc-or or Fraud. 13. Delivez-y of Product via Fuel Card. Product not obtained by use of a Card will not be subject to the terms of this Contract. Buyer may receive Product at any Merchant, unless such Merchant is excluded under this Agreement by Seller. Product shall be deemed delivered upon generation of a Card activity report indicating receipt of Product by Buyer front 1~Ierchalit. ] 4. Title, Risk of Lass and Cost of Delivery. Title to and risk of Ions of Praduct delivered under this Agreement will. pass to Buyer as Product is delivered from the Merchant fuel pump_ Buyer or its representatives will. be responsible for loading Product into vehicles to be fueled pursuant to this agreement. Buyer will be invoiced for all Product received from the Merchant, pursuant to the Card. activity report; regardless of accidental spills, release or other losses of Product during delivery. 6 15. Ownership of Documents -Public Records. All documents and electronic files, databases, viewing materials, posters, etc., completed or partially completed by the Seller under the terms of this agreement ("the Documents"} shall became and remain the property of Buyer upon demalzd or completion or termination. of this Agreement. It is the understanding of the parties that in providing services to the Buyer pt~.rsuant to this agreement, Documents created or maintained by Seller under this agreement may be public records as provided in chapter 119, Plor~da Statutes. Any use of the Dacuments by Buyer, its assigns, or any person; firm or corporation acting on behalf of Buyer, shall be without additional compensation to the Seller. 16. Card lise. By using this Agreement, Buyer represents that it is a governmental body and that utilization of any Cards issues pursuant to this Agreement or the Contract will only be for governmental purposes and will nat be used for personal, family or household purposes. 17. Customer Ser~~ice. Seller shall provide to Buyer telephone numbers and titles of the customer service representatives responsible far handling Seller inquiries concerning invoicing, billing or other non-emergency issues. Seller shall provide an organizational chart to Buyer highlighting the key people, including lacatian of offices and who will he assigned by Seller to perform services to Buyer under this Agreement. 18. Gavernmental Regulations. Buyer will comply with all applicable rules and regulations regarding the receipt and use of Product delivered pursuant to this Agreement, including without limitation those laws pertaining to Reformulated Gasoline and Conventional Gasoline compliance. 19. Audit. During the term of this agreement, and for a period that satisfies the applicable Department of State General Retention Schedule for State Government Agencies (see httn:11dlis.dos.state.fl.us/recordsm~mtl;en records schedules cfm), upon y reasonab]e prior notice, each party may audit, at their expense, the other Party's records and documents relating to Productr`Immediate Use Vehicle Accessories delivered or received under the Agreement during normal business hours of that party as its place of business. Each party shall retain the said records for the stated period of time. 2©. Performance by Seiler and Comdata. Seller acknowledges that successful execution of the duties and obligations provided iti both this Agreement and the Contract require seamless implementation, interaction auld communication between Seller and Comdata. Further, Seller represents that it understands the commodities and/or contractual services sought pursuant to the ITIv`, the role and responsibilities of Comdata under the Contract (Attachment B}, the relationship between Comdata and Seller's obligations to the State of Florida under both the Contract and this Agreement, and hereby agrees work with Comdata to satisfy its obligations as provided uz this Agreement. 21. State Objectives. Z~ithin thirty (30) calendar days following execution or this Agreement, Seller agrees to submit plans addressing each of t}~e State five (~) objectives listed in section 2.24 of the Contract (Attachrttent B). 22. Contract Deliverables. Seller agrees to provide to the Department the Contract Deliverables identified in section 3.05 of the Contract. (Attachment B}. The date that shall be used to calculate when the identified deliverables are due to the Department shall be the date this Agreement is executed by the Parties. 23. 1VIyFlaridaMarketplace Transaction Fee. This Agreement is subject to the MyFloridaMarketplace Transaction Fee requirement. See paragraph 15, PLTR 1000 {Attachment A). 24. Performance Metrics. By June 30, 2005, the Department, Comdata and TransMontaigne shall jointly develop a set of clear and challenging performance metrics against which the Fuel Card Program's success can be measured. REMAINDER OF THIS PAGE INTEtiTIONALLY LEFT BLANK WHEREFORE, the Parties hereto have caused this Contract to be executed by their undersib ed officials as duty authorized. TRA.tvSMONTAIGNlE PRODLCT SERVICES, INC. ~~ Signed by: - .. _. Name: Rick Eaton Title: Executive V ice President Date: AtariI24~2006 COMDA7 Signed by: N acne: Title: Date: DEPARTIVI T O ~ A ~ ;N1ENT SERVICES Signed by: ~ fir' ___-, I~' a~x3 e: f `~ t,c S 5 ~~ ~~. /v~ er n Title: ~n ~e/'r`m 1~~t'~~'~t"' o _. S 1`e~.___I~~rcl-~s,`"~ Date: ,_ ,~% r /~~ __ Approved as to Form and Legality ~,`'~~~~~' L ~ `~. Date: ~r __~._ ~~ l ~ ~--- 9 CONTRACT AMENDMENT BETWEEN TIIE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES, TRANSMONTAIGNE PRODUCT SERVICES, INC., AIVD COMllATA NETWORK, INC. RELATING TO CONTRACT N0.973-Ib3-Ob-1 AMENDMENT 3 This is an amendment to the Agreement between the Department of 1vlanagement Services ("Department" or "DMS"}, Trans~Iontaigne Product Services, Inc. ("TranslVlontaigne" or "Sc3fer"), and Comdata Iv'etwork, Inc. ("Comdata"}, collectively refeii•ed to as the Pa~.-ties. This Amendment: - Revises Section 11, Invoices, Payment, Credit., to include Sub-Section i1.5. In accordance with Section ~1 of the PUR 1444, Modification of Terms, the following modifications or amendments to the Agreement are hereby made: 1. Section 11; Invoices, Paynnent, Credit;, is revised to include: 11.5 Should individual electronic transaction data provided by a Ivierchant to Comdata not contain suftlcient information to properly identify the Product as an item eligible to be repriced, the Seller shall invoice and the Buyer shall pay the price provided by the Merchant for that individual transaction. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. This amendment shall begin on the date on «~hich it is signed by both parties. All other teens afld conditions of the original Contract and previous Amendments (if any) remain in full force and effect. WHEREFORE, the Parties hereto have caused this Contract to be executed by their undersigned officials as duly authorized. TRANSIVIONTAIGNE PROD CT SERVICES, IlYC. Signed by: _` Natne: ~~lG ~ct.'~~"j Title: L~~' i~ Date: ~ ~~ (~ COMDAT Signed by: Name: Title: Date: DEPARTMs~/ I' OFD 'AGEMENT SERVICES Signed by: ~~`~} f ~-~--~G~-- Name: ~-'~~i ~GT~~~ JSfi~ Title: X71 l~C~~~S~ i~~ ~~C.i-~S 1!`~ (s-- Date: ~ ~ 25 ~G ~ Approved as to Form and Legality ~i~ o.~ f~' c~-r~~--S~~r __ Date: ~ f ZS ~ f .___....--- - ~ ~7-r~~U~ CONTRACT AMENDMENT BETWEEN THE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES, TRANSMONTAIGNE PRODUCT SERVICES, INC., AND COMDATA NETWORK, INC. RELATING TO CONTRACT NO.973-163-06-1 AMENDMENT 4 This is an amendment to the Agreement between the Department of Management Services ("Depai-tnlent" or "DMS"), Trans_Montaigne Product Services, Inc. {"TransMontaigne" or "Seller"), and Comdata Network, Inc. ("Comdata"}, collectively referred to as the Parties. This Amendment: - Revises the Technical Specification Section 3.04, Fuel Markup; Fuel Districts In accordance with Section 41 of the PUR 1000, Modification of Terms, the following modifications or amendments to the Agreement are hereby made: 1. Section 3.04, Fuel Markup; Fuel Districts is revised to remove the following language: "Fuel costs for State and Eligible User vehicles that travel outside of the State of Florida will use the closest Fuel terminal as its basis for determining Fuel cost as listed in the appropriate OPIS Week1_y Newsletter PAD Report." 2. Section 3.04, h'uel Markup; Fuel Districts is further revised to add the following language: Fuel costs for State and Eligible User vehicles that travel outside of the State of Florida will not be eligible to be repriced. The Seller shall invoice the Buyer for the pump price less Federal Excise tax. THE REM:~INDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 1 This amendment shall begin on the date on which it is signed by both parties. All other terms and conditions of the original Contract and previous Amendments (if any) remain. in fi~]1 force and effect. w'HEREFORE, the Parties hereto have caused this Contract to be executed by their undersigned officials as duly authorized. TRANSA~tONTAiGNE PRO CT V CES, INC. Signed by: Name: ~~ ~'~D~ Title: ~Vt~ Date: ~~(,~ CONIDATA NE-~'WOd~t~, INC. Signed by: /~~C~ ~~ Name: n~4~tc~~ /'~ Title: ~~ ~/ ~~ ~ ~ Date: l!)"/ 7 `CJ~i DEPARTM~~' OF /// Signed by: { Naive: Title: ~t~ECf AGEMENT SERVICES rf Date: ~2 ~ ~ ~ Approved as to corm and Le~atity Date: -~'~~~-~~ ~' 2 CONTRACT AMENDMENT BETWEEN THE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES, TRANSMONTAIGNE PRODUCT SERVICES, INC:, AND COMDATA NETWORK, INC. RELATING TO CONTRACT N0.973-].63-06-1 AMENDMENT 5 This is an amendment to the Agreement between the Department of Management Services ("Department" or "DMS"), TransMontaigne Product Services, Inc. {"TransMontaigne" or "Seller"), and Comdata Network, Inc. ("Comdata"), collectively referred to as the Parties. This Amendment: - Revises Section 3.02, Scope of Work. In accordance with Section 41 of the PUR 1000, Modification of Terms, the following modifications or amendments to the Agreement are hereby made: Section 3.02, Scope of Work, is revised to include fueling rental vehicles being used for official government business: 3.02 Scope of Work: This Contract is to provide a Fleet Fuel Card program for Vehicle Fleets owned by state agencies, rental vehicles being used for official government business and Eligible Users in the State of Florida. This will include the purchase of Fuel and any commodity and/or service for immediate use by the Eligible User to maintain daily operation of their vehicle fleet. Also, the Fuel Card maybe used at Marinas and/or Airports as allowed for Marine Fleets and/or Aircraft Fleets. The Department seeks to improve quality and efficiency of services delivered, improve Eligible User services and reduce cost. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. This amendment shall begin on the date on which it is signed by both parties. All other terms and conditions of the original Contract and previous Amendments (if any) remain in full force and effect. WHEREFORE, the Parties hereto have caused this Contract to be executed by their undersigned officials as duly authorized. TRANSMONTAIG PRODUCT SERVICES, INC. Signed by: Name: ~~~~ ~01nr`~ Title: ~c_d` ~w~"~ SV ~, . Date: __~~ b COMDATA Signed by: ' Name: Title: S,~ JP ~ ~ ' Date: Z" Z~ " d DEPARTMENT OFD MANAGEMENTS RVICES Signed by: i~~-vim- ~ , Name: ~~]~'L •z, ~~ ~t 4 , _'r~ ~, ,_ ~lGtl~p/~ Title: C IC ~~~ ~-t~ ~ Date: ,~~~~() r7 Approved as to Form and Legality Date: ~ ! a 2 AMENDMENT TO AGREEMENT BETWEEN THE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES, TRANSMONTAIGNE PRODUCT SERVICES, INC., AND COMDATA NETWORK, INC. RELATING TO CONTRACT N0.973-163-06-1 AMENDMENT 6 This is an amendment to the Agreement between the Department of Management Services ("Department" or "DMS"), TransMontaigne Product Services Inc. ("TransMontaigne" or "Seller"), and Comdata Network, Inc. ("Comdata") relating to Contract No. 973-163-06-1 (the "Agreement"). DMS, TransMontaigne and Comdata are collectively referred to as the Parties. This Amendment: - Revises the Technical Specification Section 3.03, Fuel Card Services Minimum Requirements of Attachment B to the Agreement - Adds a new section 4.14, Transaction Fee to Attachment B of the Agreement In accordance with Section 42 of the PUR 1000, Modification of Terms, the following amendments to the Agreement are hereby made: 1. Attachment B, Section 3.03, Fuel Card Services Minimum Requirements is revised to address the pricing of all non-diesel fuel transactions. The first sub-bullet under the bullet titled "Fuel Costs" shall be deleted and replaced with the following: o Diesel Fuel costs for Vehicle Fleets in each district will be determined based on the OPIS Newsletter terminal average Fuel price for the Fuel product purchased plus the Contractor's Fuel Markup and all applicable taxes and/or petroleum associated fees allowed. One Fuel terminal is assigned to each Fuel District. o All non-diesel Fuel costs for Vehicle Fleets in each district will be determined based on the retail price at the pump where the Fuel is purchased, less the Federal Excise Tax applicable to the Fuel product purchased. For purposes of determining the Federal Excise Tax applicable to unleaded gasoline Fuel, it shall be assumed that such Fuel contains 10% ethanol. 2. Anew Section shall be added immediately following Section 4.13 of Attachment B to read as follows: Section 4.14 Transaction Fee. This Agreement is subject to the MyFloridaMarketplace Transaction Fee ("Fee") requirement. See paragraph I5, PUR 1000. Beginning June 1, 2009 and continuing until the termination of this Agreement, for the purpose of calculating the amount of the Fee, the Parties agree that: (i) the value of any transactions in which charges of a third party are passed through to the State without a price markup of any kind are excluded from the Fee and shall not be included in determining the transaction value to which the Fee applies. (ii) the value of any fuel transactions at DOT sites (pursuant to that certain letter agreement regarding State Term Contract No. 973-163-06-1 dated October 23, 200?, by and between DMS and Comdata) after October 14, 2009 are exempted from the Fee and shall not be included in determining the transaction value to which the Fee applies. (iii) TransMontaigne will be responsible for payment of the Fees, if any, applicable to fuel transactions occurring outside of DOT sites. As of the date this Amendment is signed by TransMontaigne, the only such fuel transactions to which the Fee applies are sales of diesel fuel. (iv) Comdata will be responsible for payment of the Fees, if any, applicable to fuel transactions occurring at DOT sites and to all non-fuel transactions. However, DMS has issued an exemption for any fuel transactions occumng at DOT sites on or after October 14, 2009. Further, Comdata has not added, and shall not add a price markup to any non-fuel transactions, and therefore, pursuant to subsection (i) above, no Fee applies to such transactions. (v) The agreements set forth in subsections (i)-(iv) shall apply to this Agreement, to Contract No. 973-163-06-1, to the letter agreement regarding State Term Contract No. 973-163-06-1 dated October 23, 2007, by and between DMS and Comdata, and to all amendments thereto. 3. This amendment shall be effective June 1, 2009 prospectively only and shall have no impact on transactions conducted prior to such date. 4. All other terms and conditions of the original Agreement and previous Amendments (if any) remain in full force and effect. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. WHEREFORE, the Parties hereto have caused this Contract to be executed by their undersigned officials as duly authorized as of the date set forth below, but effective for all purposes as of June 1, 2009. TRANSMONTAIGNE PRODUCT SERVICES INC. Signed by: ! ~CnnJ ~. Name: [X•~ s„ ~, L"t e (. Title: ~aC e c` , t' 1C ~ ~f ~ S~ Date: f `~4d(~„~,~LLt- (0~ ?-Q 0~ COMDATA NETWORK, INC. Signed by: Name: Title: Date: / ! • I ~ ` U J DEPARTMENT OF MANAGEMENT SERVICES Signed by: ~- Name: ~hd r- `e S Gd . ~ /~ n e~ Title: !Y~ G ~ ~~ lure!-d 5/~ Date: l ~ /g ~ g Approved as to Form and Legality by DMS General Counsel Offrce: ,_ By: __ Date: j j 9 ~ 3