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Contract 2022-039ADocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 2022-039A CO-OPERATIVE "PIGGY -BACK" AGREEMENT Fuel Card Services and Related Products This Co -Operative "Piggy -Back" Agreement for Fuel Card Services and Related Products (the "Agreement") is made by and between FleetCor Technologies Operating Company, LLC (herein "FleetCor"), with headquarters located at 3280 Peachtree Road, Suite 2400, Atlanta, GA 30305 and the City of Clermont, Florida (herein "Customer'), with primary offices located at 685 West Montrose Street, Clermont, Florida 34711. This Agreement replaces any prior agreement in place between the parties hereto as to the relationship of the parties effective nainj j9n99 (the "Effective Date"). RECITALS WHEREAS, Customer is a municipal entity which has been created by the State of Florida and is a public body, subdivision of the State of Florida; WHEREAS, Customer desires that FleetCor provide Consigned Fuel Supply Products ("Products") and perform Fuel Card Services (the "Services"), and FleetCor desires to provide such Products and perform Services as hereafter defined; WHEREAS, as set forth herein, Customer and FleetCor have negotiated and agreed to terms regarding the above referenced Products and Services; and, WHEREAS, this Agreement has also been established in accordance with the terms and conditions as defined under the publicly advertised RFP #21-11 for Fuel Card Services and Related Products, and awarded Contract #R21 1101 by and between Region 4 Education Service Center ("Region 4 ESC") and FleetCor. Furthermore, Region 4 ESC is the principal procurement agency for OMNIA Partners under Master Intergovernmental Cooperative Purchasing Agreement, which offers Contract #R211101 to Participating Public Agencies nationwide through OMNIA Partners. F1eetCor's RFP Response/Proposal for Region 4 ESC RFP #21-11 submitted on August 24, 2021 (herein "RFP Response/Proposal") is a part of Contract # R211101 and together form the basis for the contract for Fuel Card Services and Related Products (herein the "Region 4 ESC/OMNIA Partners Contract #R21I101") awarded to FleetCor, to the extent such terms are not specific to OMNIA Partners or Region 4 ESC and except as modified hereby. WHEREAS, Customer has registered to participate in the cooperative purchasing program administered by OMNIA Partners by either registering on the OMNIA Partners website or by executing a Master Intergovernmental Cooperative Purchasing Agreement with OMNIA Partners. NOW THEREFORE, for valuable consideration, FleetCor and Customer agree to the foregoing Recitals and further agree as follows: Article 1. Statement of Work. (a) FleetCor shall: (i) Furnish all labor, materials, products and supervision to perform and complete all work as specified in this Agreement, and in strict accordance with those documents and items set forth in Article 12; (ii) Provide Customer fuel and/or optional maintenance purchasing and fleet reporting services for the term stated herein; and, Page 1 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 (b) Customer shall (i) Acquire fuel and receive reporting of fuel usage from FleetCor through the use of the Fuelman Fleet Purchasing Card (magnetic stripe fleet credit cards, with each a "Card") at card acceptance locations made available by FleetCor in the Fuelman Network. (ii) Utilize Fuelman purchase controls, reporting and the online account management system provided by FleetCor to manage its fleet of vehicles, drivers and fueling activity. Article 2 Contract Price. Customer and FleetCor agree to the pricing structure as specified in Region 4 ESC/OMNIA Partners Contract #R211101 which has been further defined and included below for convenience purposes. Article 2.1 Pricing shall be as be set forth in F1eetCor's Response to Region 4 ESC RFP # 21-11. The FleetCor service fee (mark-ups) for Monthly Billing, Net 30 Day terms under the RFP Response are herein described and listed for Off-Site/Retail fuel. Article 2.1.1 OPIS Based Cost -Plus Pricing of Diesel and Gasoline at OFF-SITE/RETAIL. Except for pricing exceptions at Convenience Network locations and never below F1eetCor's cost as explained herein, FleetCor agrees to price fuel sold to Customer based on an OPIS based cost plus pricing formula. Price for fuel products purchased by Customer will be equal to the sum of the following: 1. Applicable terminal/rack refiner price (branded or unbranded) as reported by the Oil Price Information Service (OPIS) each Thursday (hereafter "OPIS Newsletter Prices") for each product purchased that calendar week. The fuel price published on each Thursday shall apply to fuel sold during the current week, e.g. the price available on Thursday, the 4t1i will be effective for fuel sold from Monday the I' through Sunday the 7'h Note: OPIS is an independent company that tracks and provides refiner terminal rack prices to re -sellers by Rack Market. Rack Market or Rack City refers to where petroleum products are sold at the wholesale level from primary storage. Rack refers to loading racks where tanker trucks fill up. 2. Freight rate (Fuel Delivery to Retail Acceptance Sites). Freight rates vary by location based on applicable transportation costs per gallon provided to FleetCor by the card accepting merchant (including any dealer rate adjustments). 3. All applicable taxes (Tax Exempt Billing further clarified herein). 4. F1eetCor's cost plus service fee or mark-up (margin) per gallon shall be as follows by fuel product: Unleaded Gasoline $ 0.1275 Premium Gasoline $ 0.1275 Mid Grade Gasoline $ 0.1375 Diesel Fuel $ 0.1775 Article 2.1.2 Retail -Based Pricing of Alternative Fuels (High Blends of Ethanol or Biodiesel, CNG/LNG, and DEF Dispensed). Alternative Fuels such as Compressed Natural Gas (CNG), Liquefied Natural Gas (LNG / Propane), E85, and high blends of Biodiesel (such as B20, B11, or B10); or evolving fuels such as E15, E30, or Renewable Diesel; or Diesel Exhaust Fluid (DEF) Dispensed, shall be priced based on the station's retail price (credit price where applicable) minus the discounts shown below: ALTERNATIVE FUEL TYPE DISCOUNT (Per Gallon) Compressed Natural Gas (CNG) $ 0.000 Liquefied Natural Gas (LNG) / Propane $ 0.000 High Blends of Bio-Diesel (B 10 or Higher) - $ 0.0225 High Blends of Ethanol (E85, E15, or E30) - $ 0.0025 Diesel Exhaust Fluid Dispensed - $ 0.0025 Page 2 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 Article 2.1.3 Pricing Exceptions — Non -Discount, Extended Network Locations and Never below F1eetCor's Cost. Non -Discount or Extended Network locations are defined as sites accepting the Fuelman Card that are determined by FLEETCOR to be a part of the Fuelman Network solely to provide added convenience to Clients. Gallons purchased at these Extended Network locations are excluded from OPIS based cost-plus pricing, discounts or rebates. The current list of merchants (subject to future change) with applicable Extended Network Pricing includes: • Sinclair brand stations at posted retail price. • Chevron/Texaco brand stations at posted retail price. • Pilot or Flying J Travel Center Stations, Pilot Convenience Stores, or Pilot unattended card lock stations shall always be priced based on the credit retail price for diesel purchases, the station's retail price for gasoline or DEF Dispensed purchases. • Love's Country Store / Travel Stop Locations shall always be priced based on the credit retail price for diesel purchases, the station's retail price for gasoline or DEF Dispensed purchases. • TravelCenters of America (TA) or Petro Travel Centers shall always be priced based on the credit retail price for diesel purchases, the station's retail price for gasoline or DEF Dispensed purchases. • ARCO brand at posted retail price plus $0.10 per gallon. • Bue-ee's locations at posted retail price. FLEETCOR reserves the right to never bill Customer for any purchase at a price below F1eetCor's cost to settle with the Merchant and in the event the Customer's price (including all merchant taxes before exemption) calculates to be below F1eetCor's cost to settle with the Merchant, F1eetCor's cost shall apply. Article 3. Tax Exemut Billing. FleetCor shall provide tax exempt billing for fuel sold to Customer to the extent allowed by the Federal and State Government, rates subject to change. Customer shall provide tax exemption certificates or other related information as required from time to time by FleetCor to establish and maintain its tax exempt status. Current federal taxes that cannot be exempted include the Federal Leaking Underground Storage Tank tax (or "LUST") ($0.001 per gallon) and the Federal Oil Spill Liability Tax ($0.0021 per gallon). Currently, Florida fuel taxes cannot be exempted. Upon request, FleetCor will provide a breakdown of the tax rates that apply at locations in Lake County, Florida, however it is understood that tax rates in Florida vary by County. Article 3.1 Sales Taxes on Non -fuel Items. In order to be exempted from State or local Sales and Use Taxes on non -fuel products, Customer must request tax exempt processing of the transaction at the time and point of sale with the card accepting merchant. FleetCor is not the sales tax filer with the State of Florida for non -fuel transactions and therefore cannot file for sales tax exemption refunds on behalf of Customer on non -fuel purchases. Article 4. Agreement Term. The term of the Agreement shall commence as of the Effective Date, or if later the date in which the agreement has been signed by both parties and continue through December 31, 2024, unless otherwise terminated asset forth in Region 4 ESC/OMNIA Partners Contract # R211101. The Region 4 ESC/OMNIA Partners Contract # R211101 allows for two (2) one (1) year renewals through December 31, 2026, which if renewed, shall immediately renew this Agreement. The intent of this Agreement Term is to coincide with the term of the Region 4 ESC/OMNIA Partners Contract # R211101. Article 5. Billing Frequency and Payment Terms. Customer will be billed on a Monthly basis (last Monday of each month) with payment due Net 30 days from invoice date. Calendar Monthly billing occurs on the first Monday following the calendar month end. Invoices and Fleet Management Reports are Page 3 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 generally made available electronically by Tuesday of the calendar billing week for purchases made during the preceding calendar month. Article 6. On -Site Consigned Fuel Services Not Included. FleetCor is not proposing consigned on - site fuel services under this piggyback agreement. Article 7. FleetCor Terms and Conditions for Use of Cards. Customer's use of the Fuelman Fleet Card is governed by FleetCor's General Terms and Conditions submitted under Article 7.1 in F1eetCor's RFP response to Region 4 ESC RFP # 21-11, which for convenience are attached in this Agreement (herein "FleetCor Terms and Conditions") and the terms and conditions of this Agreement. In the event of inconsistencies between FleetCor Terms and Conditions and this Agreement, this Agreement shall govern. Article 8. Notices. All notices under this Agreement shall be given to the applicable party at its address, facsimile number, or e-mail address set forth below or at such other address, facsimile number, or e-mail address as the party may later specify for that purpose by notice to the other party. Each notice shall, for all purposes, be deemed given and received to the other parties (i) if sent via the e-mail address stated below and confirmation of the receipt of the e-mail is given; (ii) if given by facsimile, when the facsimile is transmitted to the party's facsimile number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours on any business day or on the next business day if not confirmed during normal business hours; (iii) if by hand, when delivered; (iv) if given by nationally recognized and reputable overnight delivery service, the business day on which the notice is actually received by the party; or (v) if given by certified mail, return receipt requested, postage prepaid, three (3) business days after posted with the United States Postal Service. Customer: City of Clermont Freddy Suarez 385 W. Montrose Street Clermont, FL Phone: (352)241-7350 Email: fsuarez@clermontfl.org FleetCor: FleetCor Technologies Operating Company, LLC 3280 Peachtree Road, Suite 2400 Atlanta, Georgia 30305 Attn: Mark Roberts Office: (704) 853-2662 Mobile: (704) 674-6848 Email: markrobertsgfleetcor.com Copy to: FleetCor Legal Department 3280 Peachtree Road, Suite 2400 Atlanta, Georgia 30305 Article 9. Severability of Provisions. Each provision of this Agreement is severable from all other provisions in the Agreement. If any provision in this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in effect. Article 10. Entire Agreement; Previous Agreements Terminated. Subject to Article 12 hereof, this Agreement contains the entire agreement between the parties. Any and all previous agreements between Customer and FleetCor not incorporated into this Agreement with respect to the services as specified in this Agreement, whether written or oral, are hereby expressly terminated. Article 11. Governing Law. This Agreement shall be governed by the laws of the State of Texas. Page 4 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 Article 12. Agreement Components. The Agreement shall consist of the following component parts: 1. This instrument (Co -Operative "Piggyback" Agreement for Fuel Card Services and Consigned Fuel Supply). 2. November, 9, 2021 Notice of RFP Award Letter from Region 4 ESC (EXHIBIT "1" attached hereto). 3. Region 4 ESC/OMNIA Partners Contract #R211101 between F1eetCor Technologies and Region 4 ESC for Fuel Card Services and Related Products. Copy available at OMNIA Partners website: https://www.omniapartners.com/publicsector or has been otherwise provided to Customer by F1eetCor. 4. Response to Region 4 ESC RFP # 21-11 submitted August 24, 2021 by F1eetCor except as modified by this Agreement. The Region 4 ESC/OMNIA Partners Contract #R21 1101 includes a complete copy of F1eetCor's RFP response beginning on page 22 of the agreement. 5. F1eetCor's General Terms & Conditions for Use of Fleet Cards Applicable to OMNIA Partners Participating Public Agencies using the Region 4 ESC Master Agreement No. R211101 for Fleet Credit Card (herein "F1eetCor Terms and Conditions"). This instrument, together with the other documents enumerated in this Article 12, which said documents are as fully a part of this Agreement as if hereto attached or herein repeated, form the Agreement. In the event that any provision or any component part of this Agreement conflicts with any provision of any other component part, the provision of the component part first enumerated in this Article 12 shall govern, except as otherwise specifically stated. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in two (2) original counterparts as of the day and year first written above. AGREED: FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC Bv: r-DocuSigned by: N4l tyV '--142DEC208F624E3... Printed Name: Mark Roberts Title: Director, Bids & Contracts Date: 5/27/2022 AGREED: CITY OF CLERMONT, FLORIDA /—DocuSigned by: Printed Name: Tim Murry Title Date: 5/27/2022 Page 5 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 V'*- FLEETCOR 0 ■ Fuelman FleetCor's General Terms & Conditions for Use of Fleet Cards Applicable to OMNIA Partners Participating Public Agencies using the Region 4 ESC Master Agreement No. R211101 for Fleet Credit Card 1.1 Security, Loss, Theft, or Unauthorized Use of Card. 1.1.1 General Security. Each Card can be programmed to only allow Fuel or both Fuel & Maintenance services such as oil changes, vehicle washes, etc. Typically, each Transaction is authorized with the Card number, product code, quantity and driver's Driver ID across the proprietary Fuelman network to ensure that the purchase is authorized and limited to the product and quantity (e.g. gallons of Fuel or dollars of Maintenance) that have been pre -approved. This system also helps prevent unauthorized Driver IDs and stolen Cards from being used to make purchases. The product and quantity controls are subject to each Merchant Location's POS Authorization Limitations described herein. 1.1.2 FleetCor's Liability. In the event an unauthorized Transaction occurs, subject to the limitations and Customer responsibilities explained in this section 1.1.1 and in the event that the Account has been issued fewer than ten (10) Cards, FLEETCOR will assume full responsibility for those purchases. If the Account has been issued ten (10) or more Cards, Customer assumes all liability and responsibility for unauthorized Transactions or Account activity. 1.1.3 Customer's Responsibility. It is the responsibility of Customer to ensure proper security controls are kept in place to protect the Cards and Driver IDs and that only authorized employees or agents of Customer use them to make purchases. It is also the Customer's responsibility to lock any inactive, misplaced, or stolen Cards and Driver IDs immediately. Fuelman is not responsible for fraudulent Transactions made on unlocked Cards with valid Driver IDs. Customer should use the online account application to lock Cards and Driver IDs instantly. Alternatively, the Customer can contact Fuelman Customer Service during regular business hours via fax or email with the requested change, in which case Fuelman will make the requested changes within 24 hours and assume responsibility for any unauthorized purchases at that point. All Transactions in which a valid/unlocked Card number was used in conjunction with a valid/active Driver ID will be considered to be authorized Transactions in which Customer is fully responsible for payment. It is also the Customer's responsibility to review the standard fleet management reports and optional eMail exception alerts to identify potential purchasing discrepancies. Customer should instruct its Cardholders to keep any record of their Driver ID separate from the vehicle's Card. 1.1.4 Lost or Stolen Cards. Customer shall report all lost or stolen Cards to FLEETCOR immediately via phone call or email to FLEETCOR's Customer Service department identifying the Card number and such other details concerning the loss or theft of the Cards as are known by Customer. Customer shall be liable for all Transactions made by lost or stolen Cards until midnight of the day that FLEETCOR receives Customer's notice of such lost or stolen Cards. Customer and Guarantor(s) agree to and acknowledge full liability for any losses resulting from any failure to report the loss or theft of Card(s) in accordance with the terms hereof. 1.1.5 Terminated Drivers. It is the Customer's responsibility to lock a terminated driver's Driver ID as explained herein. 1.1.6 Merchant Limitations. The personnel (if any) at a Merchant Location are not the agents or employees of FLEETCOR and FLEETCOR shall not be responsible for the products or services rendered by any of the Merchants or any other liability or damage which arises from the action or negligence of the personnel of any of the Merchants, their agents or their employees. 1.1.7 POS Authorization Limitations. Authorization controls are provided as a convenience to the Customer and are not guaranteed to prevent unauthorized purchases. Specifically, depending on the particular point -of -sale (POS) equipment and Fuel dispenser controls being used by a particular Merchant Location, the product type and spending limit may not be enforceable prior to completing the Transaction. In these situations, the Transaction will still be considered to be authorized, but will be identified as an exception on the Customer's standard fleet management report and reported via email if desired by Customer. 1.1.8 Claims. All claims for defective Fuel or Maintenance must be made to the Merchant operating the Merchant Location where such Fuel or Maintenance was purchased. Any claim for defective Fuel or Maintenance is waived by Client unless made in writing to Merchant, with a copy to Fuelman, within fifteen (15) days from the date of the purchase of the alleged defective Fuel or Maintenance giving rise to the claim. 1.2 Account Administration and Card Issuance. 1.2.1 Credit Limit. Upon receipt of notice of award of SOLICITATION/contract and signed credit applications from Customer, FLEETCOR will establish an aggregate spending limit for all the Cards issued to Customer under Page 6 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 V'*- FLEETCOR 0 ■ Fuelman the Account(s) (the "Credit Limit") based on FLEETCOR's evaluation of the Customer's creditworthiness. The initial Credit Limit may have already been established (applicable to existing older accounts already using Fuelman cards issued by FLEETCOR). FLEETCOR reserves the right to increase or decrease this Credit Limit at any time with or without providing notice to Customer. So long as sufficient creditworthiness exists, the intention shall be to have sufficient credit limit to meet the anticipated purchasing projections or purchasing history/activity of the Customer under the billing frequency and terms provided in the SOLICITATION or this response to SOLICITATION. 1.2.2 Administration of Cards. Customer shall be solely responsible for the use, maintenance, administration, and security of the Cards and Driver IDs within Customer's business, including, but not limited to, distributing Cards to, and collecting Cards from, its employees and agents. Notwithstanding any other provision in this Agreement, Customer is responsible for any loss or misuse of Cards by its employees and agents. See section 1.1.1 for more information regarding Customer responsibilities. 1.2.3 Account Administration (Contact Persons). To ensure effective communication between your Fleet Manager or Card Program Administrator, your Accounts Payable Representative, and FLEETCOR, Customer will provide the requested contact information for both an authorized Fleet Contact and Billing Contact. Up-to-date information about your account will be communicated through these designated persons. For example, if your account becomes past due or exceeds the assigned credit limit, or if we have identified suspected fraudulent activity, the listed individuals on the account may be notified electronically to avoid a disruption in service or to confirm whether suspected fraudulent purchases identified are legitimate. Customer shall contact Fuelman customer service or your account manager if any of this information changes for the authorized Fleet Contact or Billing Contact person. 1.2.4 Cancellation of Cards. If, at any time, for any reason, Customer desires to cancel any particular Card, but not the Account, Customer's Representative must notify FLEETCOR via the online application or in writing of such cancellation. Customer's liability for purchases made using the canceled Card shall end at midnight of the day that FLEETCOR receives notice of such Card cancellation. The on-line application allows customer to instantly cancel (lock) cards. 1.2.5 Suspension of Cards. FLEETCOR, at its sole discretion, may suspend or terminate the use of any Card at any time for any reason, including, but not limited to, inactivity, unusual activity, or suspected loss, theft, fraud, or in compliance with the USA Patriot Act. However, nothing in this Agreement shall obligate FLEETCOR to monitor the use of any Card, and, as described in this Agreement, Customer is solely responsible for the use of any outstanding Cards. 1.2.6 Suspension of Account. FLEETCOR, reserves the right to suspend or terminate the use of an Account due to substantial change in creditworthiness, late payment (excessive days beyond terms), aggregate outstanding balance owing on the Account (outstanding Account balance and unbilled Transactions) over the Credit Limit or in compliance with the USA Patriot Act. 1.3 Limitation of Liability. THE PARTIES WILL HAVE NO LIABILITY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING CLAIMS FOR LOSS OF PROFITS, WHETHER RESULTING DIRECTLY OR INDIRECTLY TO CUSTOMER, FLEETCOR, GUARANTOR, OR THIRD PARTIES, AND WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR RESULT FROM A BREACH OF THIS AGREEMENT. IN THE EVENT A COURT IN A FINAL, NON -APPEALABLE AWARD FINDS FLEETCOR OR CUSTOMER LIABLE FOR ANY DIRECT DAMAGES, FLEETCOR OR CUSTOMER'S LIABILITY IN THE AGGREGATE FOR SUCH DIRECT DAMAGES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO FLEETCOR FOR THE THREE (3) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. 1.4 Force Majeure. FLEETCOR shall not be liable for failure to perform when such failure is occasioned or caused by circumstances beyond its control. Page 7 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 EXHIBIT I NOVEMBER 9, 2021 NOTICE OF AWARD LETTER FROM REGION 4 ESC Page 8 DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 Ct t)region4o To: Christine Dorantes Contract Manager From: Robert Zingelmann Chief Financial Officer, Finance and Operations Services Date: October 26, 2021 Subject: Approval of Contract Award Per official action taken by the Board of Directors of Region 4 Education Service Center (ESC) on October 26, 2021 the following contracts were approved as presented: ➢ Fuel Card Services and Related Products • FleetCor Technologies, Inc. through its subsidiaries: FleetCor Technologies Operating Company, LLC and Comdata, Inc. Contract is effective January 1, 2022. If you have any questions, please let me know. DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 Ct t)region4o To: Board of Directors From: Robert Zingelmann Date: October 26, 2021 Subject: Recommendation of Contract Award Region 4 ESC held a RFP opening on August 24, 2021 for RFP # 21-11 for Fuel Card Services and Related Products. There was one (1) proposal submitted: • FleetCor Technologies, Inc. through its subsidiaries: FleetCor Technologies Operating Company, LLC and Comdata, Inc. After careful review of all proposals, the Evaluation Team has determined that one (1) company demonstrated the ability to provide the products and services outlined in the solicitation while offering competitive pricing to the members. CONSIDERATION Award of annual contract in compliance with the bid laws of the State of Texas is recommended. RECOMMENDATION The Evaluation Team recommends the following company for award based on their response: Contract F_ Vendor L Term of Contract FleetCor Technologies, Inc. Fuel Card Services and through its subsidiaries: FleetCor Three (3) years with option of Related Products Technologies Operating two (2) one-year renewals Company, LLC and Comdata, Inc. Support documentation has been attached for your reference. Enclosure: Bid Tab Summary DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 regi ` g� To: Dr. Pam Wells Executive Director From: Robert Zingelmann Chief Financial Officer, Finance and Operations Services Date: October 26, 2021 Re: Single Award Justification The evaluation committee has reviewed the response and recommend that the following company is awarded: FleetCor Technologies, Inc. through its subsidiaries: FleetCor Technologies Operating Company, LLC and Comdata, Inc. The recommended vendor submitted an offer that was determined to be most advantageous to OMNIA Partners, Public Sector members based upon their response and pricing. We believe the vendor demonstrated the ability to provide and perform the services requested in the proposal. FleetCor Technologies, Inc. through its subsidiaries: FleetCor Technologies Operating Company, LLC and Comdata, Inc. is well established with a long history in the business. They have national capabilities and a proven track record of service and quality to OMNIA Partners, Public Sector members. Their pricing was determined to be competitive for the amount of service and the guarantees of quality they provide. We will monitor their performance and determine at the end of each year if they are eligible for renewal with each new term. Please let me know if you have any questions. DocuSign Envelope ID: 35ABB56F-352C-455D-8F14-EB9985B18B50 region4' November 9, 2021 Mr. Randy Morgan rmorgan@comdata.com Chief Operating Officer F1eetCor Technologies, Inc. through its subsidiaries: F1eetCor Technologies Operating Company, LLC and Comdata, Inc. 3280 Peachtree Road, Suite 2400 Atlanta, GA 30305 Re: Award of Contract #R21 1101 Dear Mr. Morgan: Per official action taken by the Board of Directors of Region 4 Education Service Center on October 26, 2021, we are pleased to announce that F1eetCor Technologies, Inc. through its subsidiaries: F1eetCor Technologies Operating Company, LLC and Comdata, Inc. has been awarded an annual contract for the following, based on the sealed proposal (RFP #21-11) submitted on August 24, 2021: Commodity/Service Supplier Fuel Card Services and Related Products F1eetCor Technologies, Inc. through its subsidiaries: F1eetCor Technologies Operating Company, LLC and Comdata, Inc. This contract is effective January 1, 2022 and will expire on December 31, 2024. As indicated above, your contract # is R21 1101. This contract may be renewed annually for an additional two (2) years if mutually agreed upon by Region 4 ESC/OMNIA Partners, Public Sector and F1eetCor Technologies, Inc. through its subsidiaries: F1eetCor Technologies Operating Company, LLC and Comdata, Inc. Your participation in the proposal process is appreciated and we look forward to a successful partnership. Please feel free to provide copies of this letter to your sales representative(s) to assist in their daily course of business. If you have any questions, please contact Christine Dorantes, the Contract Manager assigned to your contract, at (615) 431-8182 or christine.dorantes&omniapartners.com. Sincerely, EDocu Signed by: r6b v 'bV �t way ln, 30EE15BFEF1C4C6... Robert Zingelmann Chief Financial Officer, Finance and Operations Services Region 4 Education Service Center • 7145 West Tidwell Road • Houston, Texas 77092-2096 Phone: 713.462.7708 • Fax: 713.744.6514 • www.esc4.net Pam Wells, Ed. D., Executive Director