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2010-61CONTRACT BETWEEN FLORIDA DEPARTMENT OF MANAGEMENT SERVICES AND Wright Express Financial Services Corporation This Contract is by and between the State of Florida, Department of Management Services (Department), Division of State Purchasing (Division), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, Florida 32399 -0950, and Wright Express Financial Services Corporation (Contractor or Wright Express). Whereas, the Contractor replied to the Division's Invitation to Negotiate (ITN), No.:* 15-973-163-X — Fuel Card Services; Accordingly, and in consideration of the mutual promises contained in the Contract documents, the Department and the Contractor do hereby enter into this Contract. 1.0 SUMMARY OF THE CONTRACTUAL SERVICES / SCOPE OF WORK This Contract is to provide a Fleet Fuel Card Program for Vehicle Fleets owned by state agencies and Eligible Users in the State of Florida. The Fleet Fuel Card will be built on a Universal Platform. The Fleet Fuel Card Program 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 Fleets and /or Aircraft Fleets. The Department seeks to improve quality and efficiency of services delivered, improve Eligible User services and reduce cost. 2.0 DELIVERABLES Florida Department of Transportation (FDOT) Bulk Fueling Sites Within 45 days of contract execution, FDOT and Wright Express will develop policies and procedures for transactions occurring at FDOT owned bulk fueling sites. Fuel Price Mapping WEXOnline contains a real -time fuel price mapping feature that allows fleets to see fuel price information based on recent Wright Express cardholder transactions at accepting merchant locations. This pricing information is fed into maps which include both satellite and standard map views. Results are updated with the most recent Wright Express transactions, showing you which stations have had the lowest prices in the area of your search. No prices older than seven days are presented. Search criteria include address, city, state, zip code, brand and PPG. Fuel Site Mapping Mobile Application The Fuel Site Mapping Mobile tool is a mobile application that allows users to enter into a web enabled mobile device (i.e. Blackberry, iphone) their current location via GPS, .zip code or address, as well as desired fuel type and search radius. The application returns a list of accepting merchants with address, distance from current location, and date and time of the last price per gallon for that site. This application obtains results from the Contract No.: 973 - 163 -10 -1 Pagel of 5 most recent Wright Express .authorization data from accepting merchants. No prices older than seven days are presented. Reporting Dashboards Wright Express will provide the Department a reporting dashboard that will show key indicators of the program's performance. It is expected that this could include approximately 8 -10 canned reports, with the ability to conduct ad hoc reporting as needed. Wright Express will work with the Department within the first 60 days after contract execution to gather requirements for these reports, and provide a date for first delivery of these reports based on development needs and complexity. Discount Wright Express will provide a discount of 145 basis points (1.45 %) off all Monthly Retail Transactions charged to a contract user's account prior to submitting the monthly invoice. International Transactions Discounts for international transactions shall be paid at a rate of 50% of the applicable Discount Percentage. Definitions "Monthly Retail Transactions" shall mean the total amount of all purchases made using Universal Cards at retail (not bulk or private site) locations that appear on invoices provided to you in a calendar month. Monthly Retail Transactions shall not include: (i) those amounts representing credits, disputed items, fees, late fees or charges posted to your accounts (such as returned check fees, collection costs, administrative fees and reporting fees), or (ii) any amounts posted to an account with respect to which a Card has been reported lost or stolen. Due to billing cycle cut off dates and monthly calendar variances invoices received by you in a given month may contain transactions from the previous month and they may not contain all transactions that occurred during the month in which you were invoiced. The service deliverables above are included in the contract at no additional charge. See Section 4.04 for additional contract deliverables. OPTIONAL CONTRACT PRODUCTS The following products may be utilized as part of this contract based on the needs identified by individual Eligible Users. Additional fees, terms and conditions may apply: National Roadside Assistance The Wright Express card offers national roadside assistance designed to decrease downtime, organize and improve the administration of road services, and reduce costs. Access to roadside assistance is free of charge (no membership required), but there is a cost for each incident based on the services utilized. Our program provides your drivers with a reliable, toll -free, 24 -hour, 365 day a year provider of high - quality roadside assistance program. Contract No.: 973 - 163 -10 -1 Page 2 of 5 Services Include: • Towing • Mechanical first aid • Jump start • Tire change • Lockout assistance • Fuel and water delivery Roadside Assistance transactions will be reported by vehicle. Through your reporting, you will be able to track your service expenses and maintain control over fleet costs. By using Wright Express, you'll get the benefit of pre- negotiated services rates with contracted garages therefore eliminating the need to, search for reputable providers or send out multiple payments at the end of the month. WEXSmart WEXSMARTTM is a GPS wireless vehicle management system that helps customers control fuel and maintenance costs, track driver behavior, increase productivity, and manage risk. Utilizing GPS and wireless communications technology, Wright Express' WEXSM4RTTM gives managers real -time access to vehicle position, speed, and engine- operating conditions, through any internet connection. Managers can configure alerts and schedule reports that ensure drivers are where they should be, operating safely, and vehicles are in top operating condition, using fuel efficiently. Price Risk Management With Pricelock's Universal Retail Price Protection program, you can be on your way to guaranteed budget predictability and control in three simple steps: 1. Lock in protection by estimating the number of gallons of fuel at a daily price for your area. Buy the option to purchase a specified number of gallons (minimum 42,000 per month) at a locked -in price for a specified term. 2. Swipe and pump with peace of mind. Fuel your vehicles at more than 135,000 stations nationwide for the specified period of purchase. You are protected if prices go up beyond your option price. Enjoy the benefit of lower prices if fuel drops below the locked option price. 3. Manage your fuel either by reviewing customized monthly statements provided by Pricelock or by visiting Pricelock.com to manage your committed gallons, review historical and current market trends and gain insight into factors that may influence fuel costs thus affecting your future purchasing decisions. Contract No.: 973 - 163 -10 -1 Page 3 of 5 3.0 SUMMARY OF PEANALTY FOR FAILURE OF CONTRACTOR TO MEET DELIVERALBES See PUR 1000 Section 23 (Termination for Cause) for details. 4.0 EFFECTIVE DATE This Contract shall begin on the last date in which it is signed by all parties, whichever is later. 5.0 EXPIRATION DATE This Contract shall expire 5 years from the effective date of the Contract, unless cancelled earlier in accordance with its terms. 6.0 RENEWAL Upon mutual written agreement, the Department and the Contractor may renew the Contract for 5 additional years pursuant to the provision of PUR 1000 Section 26. 7.0 INTELLECTUAL PROPERTY The parties do not anticipate that any intellectual property will be developed as a result of this contract. However, any preexisting software, or other work of authorship used by Contractor, to create a Deliverable but which exists as a work independently of the Deliverable, shall remain the property of the Contractor. 8.0 PREFERRED PRICE The Contractor agrees to submit to Customer at least annually an affidavit from an authorized representative attesting that the Contractor is in compliance with the preferred pricing provision in Section 4(b) of form PUR 1000. 9.0 TRANSITION If, at any time, this Contract is canceled, terminated or otherwise expires, and a Contract is subsequently executed with a firm other than the Contractor, the Contractor has the affirmative obligation to assist in the smooth transition of Contract services to the subsequent Contractor, including providing documents and information not otherwise protected from disclosure by law and other reasonable requests made by the Contract Administrator. 10.0 CONTRACT DOCUMENTS This Contract, together with the following documents, set forth the entire understanding of the parties with respect to the subject matter. In case of conflict, the terns of this Contract shall control. If a conflict exists among any of the documents, the documents shall have priority after the contract document in the order listed: A. ITN No.: 15- 973 -163 -X (the solicitation document — amendments thereto take precedence). B. Contractor's Response to the ITN. 11.0 CONTRACT MANAGEMENT A. Contract Administrator The Department employee who is primarily responsible for maintaining the Contract administration file shall be as follows: David A. Bennett Division of State Purchasing Department of Management Services Contract No.: 973 - 163 -10 -1 Page 4 of 5 4050 Esplanade Way, Suite 360 Tallahassee, FL 32399 -0950 Telephone: (850) 921 -4072 Fax: (850) 414 -6122 E -mail: David.Bennett@dms.myflorida.com The Department may appoint a different Contract Administrator, which shall not constitute an amendment to the Contract, by sending written notice to Contractor. Any communication to the Department relating to the Contract shall be addressed to the Contract Administrator. B. Contractor's Representative Sharon Linnane, Government Account Manager Wright Express Corporation 97 Darling Avenue South Portland, Maine 04106 Telephone: (941)761 -0000 Fax: (207) 523 -6377 E -mail: sharon linnane ,wri h� texpress.com With a copy to: General Counsel Wright Express Corporation 97 Darling Avenue South Portland, Maine 04106 Telephone: (207) 523 -7366 Fax: (207)523 -6377 State of Florida Department of Management Services Approved as to form and legality by the Department General Counsel's Office zyozk� By: I A a R South Date Dat Wright Express Financial Services Corporation Signature Kirk S. Weiler, President and CEO Print Name Date APPROVED AS TO FORM � ContractNo.: 973 - 163 -10 -1 Page 5 of 5 ADDENDUM TO THE FUEL CARD SERVICES AGREEMENT BETWEEN WRIGHT EXPRESS FINANCIAL SERVICES CORPORATION ("WEX FSC") AND THE STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES (the "STATE") CRE•IT INFORMATION Participating Entity agrees that n the event the armun( Is not paid as agreed Wet FSC may report the unasserted, lability for and the asks of to account to cede bureaus and others who may Iarfuly reterx• such IMam Lion Participating Entity Phon e a F G Il OF GLERMoNT I 3sz- 394 -4os1 Business Name and Physral Address (Do not include PO Box) Applcnt% Taxpayer D S (TIN FEIN or SSN) 8S w NI oNT R osf ST , cuelk touT FL 34'111 Sit- 60 002 90 In Business Sunlit (yyyy) Year ot Incorporation (Why) Number of Vehicles Avg Monty Fuel Expenditures Avg Monday SaMcs Expenditures 18 04 9 132 $ l8 goo S A was Pan¢ipatkg Entity nave as you wish d to appee on liras Umtt of 20 charades a spaces Uraesn spsdilea. M WIgarty name will appear an Cards 0N©101110 ©❑FLII© ©0 ©o0000 State aubhBCOnlaa I68 sw inn uritosE cT I t.ERNoWT IFt. 1 Designate the Fleet Contact autorized to receive all large cards reporl, and other such Information we provide from time to sae and to take actions with respect to your account and account access This is also to person designated by your canon to provide all fleet veldes lever and other Inianttoh we may request. Authorized Fleet Contact Name Title Phone* ' Fax 'rPaPPY S✓A R.E% IPuosUAsin4 n R 3r2 -241- 7366 352 394 -2394 Malting Address (d different tick tOlg address) City State rz*M Email address (required to take advamape of product Mie card controls) FsvA;ma ( CLER.rI P- Cif Cad Cmkols To help us estimate your wait needs, indicate the types of cards you anticipate using If you provide e veld email address above you can select from these product type option o All Products 13 Fuel & Servos 0 Fuel & Flutes wta Roadside Asetstros 0 Fuel oath Roadside Assist's° 0 Me of card types 0 Check here if business Is exempt from motor ails tax TERMS pEFlNmoNS Agreement' mean Conereet No 13- 163 -to-1 .rt ouye aamst B. 2010 for Fuel Cads and Fuel Management services (Inc Agreement" between the Stem of Florida Depeit ent of Management Services and WEX FSC 'Participating Entry shall mean the Paztdpati g Entity as defined in to Agreement parallel to purchase servbes under to Agreement as spedtedd m to Credit Information above At other capitalized corms used in this Addendum wltwut definition have the meanings set font in the Agreemad. AGREEMENTS OF WEX Far: AND PARTICIPATING ENTITY 1 Ties Addendum es to allow the Pad Entity to participate under the Agreement between WD( FSC and the State It does not modify amend or change the Agreement in any way 2 Participating Entity represents that It Is authorized or allowed by the laws of Its hone state to enter Into teas Addendum and to participate wider to Ammar, 3 Psrtfapatng Entity hereby requests the services of WEX FSC described in the Agreement and agrees to perform all dubes of a Parlldpaing Entity under the Agreement, leading without limitation payment of an dirges an its aceom t(s) wdlha the time periods Provided wider t Agreement. Payment of any fees provided in to Agreement, and Cooperation with respect to providing at necessary information for the adnkdahatrn of to Agreemard. Participating Entity agrees to be bound by to terns and conditions of the Agreanent including without Sedation rules for authonzed and unautonzed use of cards disputes of dirges reporting lost and stolen cards, and all other rules and provision relating to use of Pwt palbg Entit amount. 4 Padkdpatng Entity adinowiedges that its failure to make timely payment in accordance with the tams of the Agreement and/or Me Addenda may reatt In suspension or cancellation of the accord(s) The undersigned represent and warrant that h&sle is duly authorized to execute this Adderdon on behalf of tie Parbapatg Entity and this Addendum Is the veld and During obligation of the Partidpathg Entity enforceable n accordance with ds inn INFORMATION SHARING DISCLOSURE Informabon regarding your trenadion4 may be provided to the State accepting merohent or that service providers to fac Otate discounts or other promotional campaigns of interest to you. U SA PATRIOT ACT Our bank Complies with Section 326 of the USA PATRIOT Ad which requires all financial InMutus to obtain venfy and record Infonngan that identifies each company Or person who opens an account What this means for you when you open an aakumt wit wit ask for your name Minas dam rd both and other information that will allow is to dadlfy you We may also oak to see your driver's tense or other denffiysg documents for ciao business DISCLAIMER. THIS 1S AN APPLICATION FOR SERVICES AND SHALL NOT SE BINDING UPON WD( FSC UNTIL FINAL CREDIT APPROVAL HAS BEEN GRANTED BY WEX FSC C•NTRACTING AGENCY AUTH•RIZE• SIGNATURE RE•UIRE■ My person signing on behalf of Vie k rg Entity has been duly anthe mzed by all necessary arson of Applkanys governing body and that to undersigned n authorized to make parasemv. be Panda Signature Primed Name Q im.r Vr I IP, ‘ 37 /14n/ CY Title n j _ Date �JJ Complete and sign addendum Fax to 1-800-831-4019 p oly Number I Sales Coda I Plastic Type I Coupon Code I Account Number CERTIFICATE of BUYER of TAXABLE FUEL FOR USE BY A STATE OR NONPROFIT EDUCATIONAL ORGANIZATION (To support credit card Issuer's dam for a credit refund or payment under § 8416(a)(4)(B) or § 6427(I)(6)(D) of the Internal Revenue Code ) Fleet Card Account Number Federal Tax Identification Number Certification The undersigned hereby certifies under penalties of pequry that I am the (Title of Officer) Of (Certifying Entity) CITY O j= GL E IL M O N T Entity Address 6 82 W M ON TA oS E sr CLEF MONT. Ft_ 34111 Entity Phone Number 3S2 3 °1 - 4 o 81 And that I am authonzed to execute this certificate and that all purchases are or will be purchased using a credit card issued by (Credit Card Issuer) Wnght Express Financial Services Corporation Credit Card Issuer Address 7090 South Union Park Ave Suite 350 Salt Lake City UT 84047 Buyer will use the taxable fuel to which this certificate relates for the exclusive use of (check one) Jar State or local govemment ❑ American Red Cross or Blood Collection Center ❑ Public nonprofit educational organization ❑ Indian Tnbe ❑ Pnvate nonprofit educational organization ❑ Volunteer Fire/Resale ❑ Foreign Diplomat (you must provide a copy of your PID Card) and it applies to all exempt purchases of gasoline and diesel fuel rf eligible using charge cards issued by the Credit Card Issuer named above Information including the nature and quantity of each purchase of gasoline and diesel fuel (the subject of this Certificate) are evidenced by penodre reports provided by Wnght Express Flnanaal Services Corporation the above -named Credit Card Issuer Certification will be valid for twenty (20) consecutive calendar months commencing upon completion and remittance of this Certificate Wnght Express may extend the certificate penod upon its discretion for an additional penod not to exceed four months I understand that by signing this certificate I as an authonzed representative of the entity named above give up our nght to claim a credit or payment for the taxable fuel purchased with the credit card to which this Certificate relates I understand that the exemption from tax in this case of sales of articles under the exemption Certificate is limited to the sale of articles purchased for our exclusive use I understand that the fraudulent use of this Certificate for the purpose of secunng this exemption will subject us and all parties making such fraudulent use of this Certificate to fines or rmpnsonment, or both together with the costs of prosecution The parties agree that a signed facsimile transmission shall be considered valid for purposes of this certification and that the parties hereby waive any claim that a facsimile transmission does not satisfy the requirements of a signature or nder applicable law �.. J //i P y/. //a �? A Signature Pnnted Signature �Ar�o e //- 9-k510e Title Date FAX Completed form to 207 - 523 -7104 CCI CRT WIX2a(9I1a)