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Home My WebLink AboutPR 15529: FLEETCOR TECHNOLOGIES (DBA FUELMAN) CONTRACTMemorandum City of Port Arthur, Texas Purchasing Division TO: Stephen Fitzgibbons, City Manager FROM: Shawna Tubbs, Purchasing Manager ~L DATE: October 26, 2009 SUBJECT: Proposed Resolution No. 15529 RECOMMENDATION The Purchasing Division recommends the City Council authorize the City Manager to enter into a one (1) yeaz fuel dispensing contract that has an option to renew for one (1) additional year with FleetCor Technologies, Inc. dba Fuelman of Houston, TX which includes gasoline and diesel fuel. BACKGROUND FleetCor Technologies, Inc. dba Fuelman of Houston, TX currently provides comprehensive fuel management programs to commercial and govemment fleets. Fuelman helps businesses and government agencies better manage and control their fuel and maintenance costs. The Fuelman system can prevent unauthorized purchases as well as lower accounting administrative and other cost of fuel management. Presently the City of Port Arthur has been satisfied with the quality of work furnished by FleetCor Technologies, Inc. dba Fuelman of Houston, TX. BUDGETARY AND FISCAL EFFECT Funds will be allocated from #501-1281-531.43-98 STAFFING EFFECT None SUMMARY The Purchasing Division rewmmends the City Council authorize the City Manager to enter into a one (1) yeaz fuel dispensing contract that has an option to renew for one (1) additional yeaz with FleetCor Technologies, Inc. dba Fuelman of Houston, TX which includes gasoline and diesel fuel. PR 15529 P. R. N0.15529 10-26-09 DF RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT FOR FUEL DISPENSING WITH FLEETCOR TECHNOLOGIES, INC. DBA FUELMAN OF HOUSTON, TX. WHEREAS, it is in the best interest of the City to enter into a contract with FleetCor Technologies, Inc. dba Fuelman of Houston, TX to provide fuel dispensing for gasoline and diesel fuel; and WHEREAS, FleetCor Technologies, Inc. dba Fuelman of Houston, TX provides the City the use of their Fleet Purchasing Cazd at participating gas stations at discount rates as delineated in Exhibit "A"; and WHEREAS, the FleetCor Technologies, Inc. dba Fuelman of Houston, TX can prevent unauthorized purchases as well as lower accounting administrative and other cost of fuel management. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That, the facts and opinions in the preamble aze true and correct. Section 2. That, the City Council hereby authorizes the City Manager to enter into a one (1) year contract with the option to renew for one (1) additional yeaz with FleetCor Technologies, Inc. dba Fuelman of Houston, TX for fuel dispensing of gasoline and diesel fuel. Section 3. That, Fuelman shall sign this Resolution agreeing to the terms hereof. Section 4. That, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. PR 15529 READ, ADOPTED, AND APPROVED, this day of November, 2009, A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following Vote: AYES: Mayor: Council members: NOES: Mayor PR 15529 ATTEST: Terri Hanks, City Secretary APPROVED AS TO FORM: Act~C y A orney, 1 Tizeno APPROVED FOR ADMINISTRATION: ~.~~j, Steve bbons, City ager APPROVED AS TO FUND AVAILABILITY: ~~~~~~ Deborah Echols, Di~r~ector oJf Finance Shawna Tubbs, Purchasing Manager AGREED TO: FleetCor Technologies, Inc. dba Fuelman of Houston, TX PR 15529 "EXHIBIT A" PR 15529 CO-OPERATIVE'`PIGGY-BACK" AGREEMENT Fuel Card Services and Other Related Products This Co-Operative "Piggy-Back" Agreement for Fuel Card Services and Other Related Products (the "Agreement") is made this _ day of 2009 (the "Effective Date's by and between FleetCor Technologies Operating Company, LLC (herein "FleetCor"), with headquarters located at 655 Engineering Drive, Suite 300, Norcross, GA 30092 and the City of Port Arthur, Texas (herein "Customer"), with primary offices located at 444 4th Street. Port Arthur TX 77640. This Agreement replaces any prior agreement in place between the parties hereto as to the relationship of the parties after the execution hereof. RECITALS WHEREAS, Customer is a municipal entity which has been created by the State of Texas and is a public body, subdivision of the State of Texas; WHEREAS, Customer desires that FleetCor provide Fuel Supply Products ("Products") and perform 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 public advertised RFP and Vendor contract by and between The Cooperative Purchasing Network (herein "TCPN") and FleetCor, and includes FleetCor's RFP Response 8c Proposal for TCPN ("RFP Res once & Pro oral") with respect thereto, which the RFP and Vendor contract and RFP Response & Proposal together form the basis for the contract for Fuel Card Services and Other Related Products (herein the "TCPN Contract No. R4729") awarded to FleetCor, to the extent such terms are not specific to the TCPN and except as modified hereby; 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 11; (ii) Provide Customer fuel and/or optional maintenance purchasing and fleet reporting services for the term stated herein; and, (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. zision.z Page 1 (ii) Utilize Fuelman purchase controls, reporting and the FleetNet Online Management system provided by FleetCor to manage its fleet of vehicles, drivers and fueling activity (off-site). Article 2 Contract Price. Customer and FleetCor agree to the pricing structure as specified in TCPN Contract No. R4729 which has been further defined and included below for convenience purposes. Article 2.1 Pricing shall be as be set forth on the RFP Proposal Forms in F1eetCor's RFP Response & Proposal. Off-site retail fuel purchases shall be subject to Pricing at Convenience Network Sites (Non OPIS Cost-settled Sites) as provided in FlcetCor's contract modification request dated September 10, 2009 and accepted by TCPN via email dated October 26, 2009 (EXHIBIT 4 attached hereto). Language is included for convenience purposes under Article 2.1.1 below. The price for products purchased by the Customer shall be equal to the sum of the following: 1. Applicable temtinal/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. OPIS is an independent company that tracks and provides refiner terminal rack prices to re-sellers by Rack Mazket. Note: Rack Market refers to where petroleum products aze sold at the wholesale level from primary storage. Rack refers to loading racks where tanker trucks fill up. Port Arthur, Texas retail locations typically pull their product from Beaumont, Texas however the applicable rack city for pricing may vary if Customer travels out of the area. 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. FleetCor's cost plus service fee or mazk-up (margin) per gallon shall be as follows by fuel product: Fuel T e Fixed Mar 'n Unleaded $0.1100 Mid-Grade $0.1100 Premium $0.1100 Diesel $0.1100 Article 2.1.1 Pricing at Convenience Network Sites (Non OPIS Cost-settled Sites). Convenience Network locations are defined as sites accepting the Fuelman Cazd that aze settled based on the retail pump price (not OPIS wholesale prices) and that aze determined by FleetCor to be a part of the Fuelman Network solely to provide added convenience to Clients. Since pricing under TCPN Contract #R4729 is based on OPIS wholesale prices (not retail prices), FleetCor reserves the right to never bill Customer at a price below its cost paid to the card accepting merchant and at Convenience Network locations the price shall be based upon the retail price. The current list of merchant's with applicable Convenience Network Pricing includes: • Sinclair brand stations at posted retail price. • ARCO brand stations at posted retail price plus $0.10 per gallon. ^ Pilot Travel Centers at credit retail price (applicable at diesel island) • Love's Country Stores/Travel Centers at credit retail price (applicable at diesel island) Article 3. Tax Exemnt Billin¢. FleetCor shall provide tax exempt billing for fuel sold to Customer to the extent allowed by the Federal and State Government, subject to change. Customer shall provide tax exemption certificates or other related information as required from time to time by FleetCor to establish ztsto~t.z Page 2 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 ($0.0019 per gallon). Current non-exempt State of Texas taxes include the Texas Motor Fuel Excise Tax ($0.20 per gallon) and the Texas Petroleum Products Delivery Fee ($0.001875 per gallon). 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 Texas for non-fuel transactions and therefore cannot file for sales tax exemption refunds on behalf of Customer on non-fuel transactions. Article 4. Agreement Term. The term of the Agreement shall commence as of the Effective Date and continue through October 31. 2010, unless otherwise terminated as set forth in TCPN Contract No. R4729. TCPN Contract No. R4729 may be extended for an additional one (1) year which will be through an expiration date of October 31, 2011. The intent of this Agreement Term is to coincide with the term of the TCPN Contract No. R4729 after all allowed renewals in TCPN Contract No. R4729. Article 5. Billing Frequency and Payment Terms. Customer will be billed on a Weekly basis with Net 30 day payment terms. Invoices and Fleet Management Reports are made available electronically by close of business Wednesday of each week for the preceding week ending Sunday midnight. Article 6. Fleet Card Terms and Conditions. Customer's use of the Fuelman Fleet Card at Fuelman Network retail locations are governed by FleetCor's prevailing terms and conditions, the current version of which are attached as Exhibit "4" (the "FleetCor Terms and Conditions") and the terms and conditions of this Agreement. In the event of inconsistencies between the FleetCor Terms and Conditions and this Agreement, this Agreement shall govern. Article 7. Notices. All notices under this Agreement shall be given to the applicable party at its address or facsimile number set forth below or at such other address or facsimile number 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 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; (ii) if by hand, when delivered; (iii) if given by nationally recognized and reputable overnight delivery service, the business day on which the notice is actually received by the party; or (iv) 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 Port Arthur, Texas Via Ovemia_ht Delivery: Attn: Julie Sanders Account Manager P.O. Box 1089 444 4th Street Port Arthur, TX 77641 Port Arthur, TX 77640 Phone: 409-983-8163 Fax: 409-983-8291 Email Address: juliesandersna portarthur net ztsions Page 3 Second Copy To: City of Port Arthur, Texas Via Ovemieht Delivery: Attn: Deborah Howey Echols Finance Director P.O. Box 1089 444 4th Street Port Arthur, TX 77641 Port Arthur, TX 77640 Phone: 409-983-8174 Fax: 409-983-8291 Email Address: deborah.echolsna,portarthur.net FleetCor: FleetCor Technologies Operating Company, LLC Attn: Mazk Roberts, Director -Government Bids & Contracts 655 Engineering Dr., Suite 300 Norcross, GA 30092 Phone: 704-271-4022 Fax: 704-853-1945 Email: markrla~fleetcor.com Article 8. Severability of Provisions. Each provision of this Agreement is severable from all other provisions in the Agreement. If any provision in this Agreement is declazed invalid or unenforceable, the remaining provisions shall remain in effect. Article 9. Entire Agreement: Previous Aereements Terminated. Subject to Article 1 I hereof, this Ageement contains the entire agreement between the parties. Any and ali 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 10. Governing Law. This Agreement shall be governed by the laws of the State of Texas. Article 11. Agreement Components. The Agreement shall consist of the following component parts: 1. This instrument (Co-Operative "Piggyback" Agreement For Fuel Card Services and Other Related Products dated ) 2. Copy of Notice of RFP Awazd by TCPN dated October 27, 2006 (EXHIBIT 1 attached hereto) 3. Vendor Contract between FleetCor Technologies and TCPN for Fuel Cazd Services and Other Related Products, ("TCPN Contract No. R4729"), which includes RFP response by FleetCor (EXHIBIT 2 attached hereto) except as modified by this Agreement. 4. Copy of Contract Modification Acceptance (email dated 10/26/2009) and letter from FleetCor to TCPN dated September 10, 2009 (EXHIBIT 3 attached hereto). 5. FleetCor Terms & Conditions (EXHIBIT 4 attached hereto). This instrument, together with the other documents enumerated in this Article 11, 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 11 shall govern, except as otherwise specifically stated. Signatures Follow - zisionz Page 4 EXHIBIT 1 NOTICE OF AWARD FROM TCPN DATED OCTOBER 27, 2006 ~loscrt Cope of TCPr i4atice of ,ward behind this Page zisio~i2 Page 6 ~T~PN The Cooperative Purchasing Network October 23, 2006 F1eetCor Technologies, Inc, dba Fuelman Attn: Ms. [Cristett Bivona, Sales Manager, Southwest Region 55 Airtex hive Houston, Texas 77073 Dear Ms. $ivona: The Coopcxative Purchasing Network {TCPN) is pleased to anuaunze that F1eetCor Techtx~Eagies, Ina dira Fuelman has been awarded an annual crontract for the following services based an the ~rpnsal submiaed to TCPN: Comntodlty Fuel Gard Services and Other Relates Products Contractor FteetCarTechnoiogies, [nc. dba Fuelman The s;ontra~Y is effective irrrmediately and will expire an October 3I, 2W7. 'fhe contract may be r+~swed aunua[ly fvr up to an additional four years, if mutually agreed to by TCPN and F1eetCor Technologies, inc. dba F•aeetmars. The parhrership bdw©rai FEec~Cor Tec~lutologies, Inc. dba Fuelman and TCPN can be of great help tct participating agexricies. Please feel flee to provide copies of this Letter io your lairs representatives to assist in their work with our participating agencies. if you have any questions or concerns, please feet free to call me of the TCPN office at 713-744-441 l . Sincerely, Doug Rup TCPN, Senior Contract Manager Robert A. Pechacek Region 4 ESC, Depaty Director, Financial Services/CFO 7145 West T'rdwetl Road ; Houatan, TX 77092-?096 _ (7I3} 744-63..x5 +'I'all Free {FS£~ 884 7{f95 qunuceAnt~ et nnrv}neu FAX (713j 744-ttt:48 • www.t~m.org =154 900112000 = EXHIBIT 2 Copy of Vendor Contract between FleetCor Technologies and TCPN for Fuel Card Services and Other Related Products, ("TCPN Contract No. R4729"). ~Inscrt Copy of Vendor Contract bch~een FlcetCor Technologies and TCPN behind this page;. zision.z Page 7 VENDOR CONTRACT ~"' Between FLEETCOR TECHNOLOGIES dba FUElMAN and THE COOPERATIVE PURCHASING NETWORK For FUEL CARD PRODUCTS 8 FUEL RBJITED SERVICES The tollovArtg pages wiu canetldrt+e the contract between ills successhri trertdors(s) and TCPN- Bidders ahaN state. in a separate writing, and Indude wish their proposal reapartse, any required exceptions or deviations from these twrrts, conditions, and ~. ft agreed to Dy TCPN, tltey wiA De incorporated Into the tlnal cortirad. The Vendor Corrtrgct ('Centred") made and ert0ered into by and beitvean The Cooperative Purrfflasing Network, (hereinafter referred ~ as TCPN') a govemrrrertt Coopera8ve gxr~asing program sponsored by Region 4 Edtecation Setvke Gaoler fraying Its prirx:ipal piece of buslr>~a at 1fA5 WestTldweq Fiorrston, TX 77092- 2098 and FleetCor Technologies Inc dba FUELMAN (tteretrafter refsned to as'FUi;L.MAN~. This conbad trorraists of the provisions set forth below, kMJt+dtrg provieior>s of al Alhsdrrwrtls referenced herein. in the avant of a cnnltid between the provieiorrs set fottlt below and tltoae oonmkted to any Aflade>ttent, the txovisiona set kxth shau control. ~. oet~tL Tts.RIRS AND CoNDiriONs 1. Froinht (if appitabN) AH delhreri+es shall toe freight prepaid. F-O.B. destination and shat be trtcluded in al pricing offered unless odterwise dearly stated in writing. 2. Warranty condiUone ~""~, AN supplies, equiprrrent and services shsp irtdude martufad<rrer=s minimum standaM warfrertty and one (1 } year labor wartanty unkas otherwise agreed ro in wrtthlg. Vendor shall been autltorfxed Beeler, distributor or rsmnufacxurer for a! products. AA equipment proposed streM be new unless deafly stated 1n writing- 3. Customer support Ft1~N1AN shall provide limey amt accurate tedtnical advloa and salsa asrpport to TCPN staff arW TCPN par8ciparda. FUt3.MAN shah reaportd m et,dt requests wghin one (t} working day after'recefpt of the request FUELMAti stmiN provide free 4rain6ig Eo TCPN staff regarding prodtxds and services supplied by FUELhtA~N ff required. 4. Centracla aA corms and agroprterrta betvviert FUELMAN and a TCPN partidpant ~i sUidly adhere m the stabiles tltat are set forth in the Unfform Corrxnerda! Code ~ most recently revised and adopted by tlta state in which fhe trarts~tion occurs. Corotntcb for purchaw wit normally ba put Ind effect by means of a purdtase orders) exeeu6sd by autltortzed ageMa of the partlapetirtg govemnleltt ageeuies. 5. Tax exempt status: FleetCor shall provide tax-exempt billing to Customer to the extent allowed by the Federal and State Govemment. Client shall provide tax exemption certificates or other related information as required from time to time by FleetCor to maintain tax-exempt status. All Texas government agencies participating in TCPN are exempt from payment of taxes under Chapter 20, Title t22A of the Revised Civil Statutes of Texas, for the purchase of tangible personal property. Laws of other states shall apply wdhin those states. Ari>nonf tax roqulrrruertts exemot status. Payment of Taxes by the Scltooi Dbtrict/publlc Entity. The Sdtoof Dis6icttptiblicsntity wAl ~.,, pay Doty the rate andtor amowd of texas ktertftfied do the after and M any resuttlng Contract Staff and local TrartsacSort Privilege Texas. The Scttod ~suidlpubik entity ~ subject to all appNcable state and local transaction prfvileye Saxbs. Transaction prfvlbge taxes apply th the sales aced are the responsdb114y of the seller to remelt FaAtae to remit texas from the boyar does not relieve the ~Iler from tts obliga6ort to temR taxes. Tax Irtdelrrtifl~icn. CoMrector and aN Subeortractors shah pay ail Federal, state, and local taxes appUcsbb th its operation ePM ~Y persons emPb7r'ed by the Contractor, cantraetor ahafl, and require aA Suttoontractors th hoed the School DisMCttpubiic entfty harrrtiees from any natblgty for demepes and interest M appNcable, cormtribuGons required under Federal, andlor state and local laws and reg4rlatlores and any D CmMts trtdadYg 6atteadbrt privilege texas. unemployment Compensation insurance, 3ociat SemamTyr and Worker's Compensatieno . IRS W-9. M oMer ib reoetve payrterti ruder arty resukitg Contract, Contracmr sitaY stave e current I.R.S. W-8 Form on file with the Sctad 13i8tricHfwWic entity. {This is required for any public agency in Arizona. Krtowatg the tax ranks tte otfter sta4es is the nasportia~ility of the vendor. 6. Assignments of contracts No assignment of contract may be made without the prior written approval of TCPN. Payment can only be made to FUELMAN. 7. Disclosures FUELMAN affirms that helshe has not given, offered to give, nor intends to give at any Ume hereafter any economic opportunity, future empbyment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract FUF.LFAAN rtes no ~ that m~ht be car>stdered a conflict of hteresi in doing business widt partktpanta in TCPN. FUELMAN affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information w gain any favoritism that would in any way limn competition or give an unfair advantage over other vendors in the award of this contract 8. Rste.Mral of corrtracfs UNess othervvtse eta6ed, all oantrsas are far a paned of one {1) year with an option to renew annually for art edditiortet four (d) Years if aDraed to by TCPN and FUELAAAN. FtiEL#IAN cannot bona flee Y7L pamrtlcipatlon tea for mry mmtNas anode bssad oft a Tt:PN coebact vrteatlesr the Wreda is aarardsd a renewal a net ore aey eeott luN q1d pur+deasas. FUELldAN vWl honor a SD.Q1 par ga9at partlt~tiort fee on safes ue4eg the fuel card. 9. FundNep out clause. Any/a1 contads exceeding orta (1) y~r ahaw include a standani `fundirg7 ouY clause. A contract for the acquisition,l9 lease, of real or personal property is a corttmitment of the FatUty`s current revenue only, provided the oontraet contains eiUter ~ both of the fotlowireg protrfsions: Retains to the Entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the Entity to obtain appropriate funds for payment of the contract ~"'', l0.Ordaring Procedures Purchase orders are issued by participating agencies to the Vendor per TCPN contract Participating agendas must send purchase orders to TCPN, unless otherwise stipulated by TCPN. TCPN wdl revisav and forward 6rders to FllEi.it1AN wttttin one working day. Confirmation of receipt of order may be requested by TCPN. 11.9hiptrnaris 1tVOT appttcabie} The vendor shati ship adored produds within furs {~ waking days atmr the rectlpt of the ceder unless nrodifieed in the Specie[ Terms and Conditloras. If a product cancer be stripped wdhin that time. the vendor shad ratNy TCPN ~ to why the product ties root shipped and strait provide ~ estimated shipp~g data. if applrcabte, The participant nosy cancel the ortfer if estimated stsipppirig time is not aaxpMbie. 12. ioovolces The TCPN participar>ts can retrieve fUEt.MAN imcioes via secure web barred efts in dupdcate. If provided, FUEIIIAAN con 4idude the TCPN psatiGpartt'a patrctoaea order rtun'~ in the bdlinq intorte»a and tl win appear on aR atafemerds. The shipment traddng number or pertinent infionnatlon for verifir,~Ioro of TCPN participant receipt shad be made avadaWe upon request Fudrtmn shall not tnvo6ce tkar partial staipmenta oxoless aigreed b in wrdtng in edvence b1' TCPN and the TCPN Participant 13. Peyrrlents The TCPN partcipant wld make payrtoerata diredry to FUEIAiAN. 14. PrkYtg FUF.LMAN agrees th provide pricing to TCPN and its partltdpatlng goverttrtrental agertdes that sue the bwest Pricng arvaaa6k th sYndar ads and the ptkdrtg shad remain ae throtpgtaut the duredaxa of the centr>#. FtlELMAN agrees to Promptly lower the r,~st of any produd purdtased thrtxsgh TCPN Yolorring a tedtrctlon th lira rtssrtirfadurer or pubtishea's ~.,. diced cost to the vendor. Price increases wid be honored. However, FUELMAN athad ioonor P p~ ftx thirty (3U) days artOer wrktert ra6f' acatfon to TCPN of an i9. NI pridrog stdxrritted b TCPN shed YtcUrde the partldpetlao fees to be remitted to TCPN by FUEtMAN. It i8 FUELMA+N'S ~ 1o keep ttll pricing up b0 date and on file at TCPN. All price d,aragea at~d be preaaented m TCPN uidrrg the wane format as was accepted in the original propaeari. 15. Participation Fees TCPN will Invoice FUELMAN on a monthly basis for the participation fee. The invoice will be based on total sates made through the TCPN contract with the Vendor. The Vendor shall remit payment to TCPN at net thirty (3Q) day terms. 98. Indetaanily FUt'cLAA/-N shelf Prated, irsdemroify, and hold tr~mless TCPN and Ns paortirapants, adrt~strators. ampbyees and agents against a9 claims, damages, losses and er~enses aaiaitrg out of or resullUg hen ltoe adlorrs of FUELMAN, FUELMAN empbyess or aaboorttractaa in the preparatlon of the tiFP and Ure rater executlort of the contract 17. Multlple Contract Awards iN applicable) TCPN reserves the right to award multiple contracts for each commodity category. Commodity categories are established at the discretion of TCPN. 1& t3tate of Tertas Frana:hbt Tour ~.. By sigroahare hereon, FUEt.MAM hereby certifies that hefshe fs rat currently dedroquent in the . payment of any franchise fazes awed the State of Texas under Chapter 971, Tax Code. 19. New Technology and Products New products that meet the scope of work may be added to the existing contract Pricing shall be equivalent to the percentage discount of other products. FUELMAN may replace or add product lines to an existing contract if the line is replacing or supplementing products on contrail, is superior to the original products offered, is dismounted in a similar or to a greater ~.., degree andlor iF the products meet the requirements of the original solicitation. No products may be added to avoid competitive procurement procedures. TCPN may reject any addiions, without cause. 20. Promotion of Contract (Marketing Plan) FUELMAN shall provide to TCPN a marketing plan for promoting the TCPN contract This plan shall cover all areas and states applicable. FUELMAN shall demonshate how the TCPN contract will be used as a primary contract offering to participating agencies- Encouraging participating agencies to arcumvent the contract by purchasing directly from FUELMAN will result in probation or termination of contract. 21. Website SuppoR FUEMAN agrees to albw TCPN to publish minimum pricing discounts on the TCPN website, unless exception is made in writing by FUELMAN and agreed to by TCPN. 22. Supplemental Agreements The TCPN participant and FUELMAN may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this Agreement i.e. invoice requirements, ordering requirements, on campus service, specialized delivery, etc. Any supplemental agreement developed as a result of this RFP is exclusively between the TCPN participant and FUELMAN. TCPN, its agents, Members and employees shall not be made party to any claim for breach of such agreement Any supplemental agreement between FUELMAN and the TCPN participant is excusively between the TCPN participant and FUELMAN and will be subject to immediate pncellation by the TCPN participant (without penalty to the TCPN participant}rf, in the opinion of the TCPN participant, the quality, service, and specification requirements, andlor the terms and conditions are not maintained as stated in the supplemental agreement 23. Miscellaneous FUELMAN acknowledges and agrees that continued participation in TCPN is subject to TCPN'S sole discretion, and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the contract or in any other communication between TCPN and FUELMAN may be construed as a guarantee that TCPN participants will submit any orders at any time. TCPN reserves the right to request additional proposals for items already on contract at any time. B. SPECIAL TERMS AND PROYISIONS NONE C. SIGNATURE FORM Tfie undersigned hereby proposes and agrees to furnish goods and/or services in strict E~"~' compliance with the terms, specifications and conditions at the paces quoted unless noted in writing. The undersigned further certifies that he or she is an auttrorized agent of the company and has authority to negotiate and contract far the company named below. If addenda to this RFP are released, indicate the receipt of addenda by entering the number of addenda here: N/A Prices are guaranteed far length of contract FleetCor Technologies, Inc dba Fuelman 55 Airtex Dr, Houston, TX 77073 Kristen. Bivona~Fleetcor.com 91ti-&33-&472 Cell 928; 214-7097 Fax X ~ ~~ ~ Kristen BiJdnbZ 4° Sales M n ger, S t st egion Sales Representative: Mike Fletcher 55 Airtex Dr, Houston, TX 77073 Accepted by The Cooperative Purchasing Network: Tenn of contract to ~ _ ~ 0 3 ` Ip ~27~0~0 4 , Unless otherwise stated, all contracts are for a period of one (1) year with an option to renew annually for an adddional four (4) years 'rf agreed to by TCPN and the awarded Vendor. Vendors shall honor tall participation fees for any sates made based on a TCPN contrail whether the Vendor is awarded a renewal or not. TCPN Authorized Signature Date Print Name ;7 it Approv Regidh'a'ES by Approved by Ma~ry~Ct b enP~Da~te AccomS odati~ School District by R~72q Date TCPN Contract No. ~. ~` Intention to Respond Form Complete and fax this form no later than 12:00 noon COT on August 17, 2006 r Address to: Phillip Vasquez The Cooperative Purchase Network 7145 West Txlwell Houston, Texas 77092 E- mail: pvasquezQtcpn.org Fax Number: 713-774-0548 Please indicate your intention to respond to this RFP by placing an `X' in one of the following boxes: XXX tNe intend to respond to this RFP by the specified due date (August 24, 2006) Name (Print): Kristen Bivona Position>rtte: Regional Sales Manager Company: FleetCor Technologies Inc, dba Fuelman Email Address: Kristen.Bivonar~tleetcor.cam Date: ti-6-06 FAXED & E-MAILED TO TCPN ON 6-0-06 ~` VENDOR PROFILE QUESTIONNAIRE PLEASE PROVIDE RESPONSES TO THE FOLLOWINQ OUESTlONS THAT ADDRESS YOUR COMPANY'S OPERATIONS, ORGANIZATION, STRUCTURE AND PROCESSES FOR PROVIDING PRODUCTS AND SERVICES. MlnorityiWomen Business Enterprise (Required by some paNcipating govemmentat agencies) a. Vendor certifies that this firm is a fN/YYBE: NO b. Htstatlcally thtderfrtiliYad Businesses (Required by some psrticipaGng goverrtmantai agencies} Vendor eertifies that his fhsn ffi a HUB; NO 2. CAetlflca>bon of Rasidanry (Required by the State of Tex) a. Company sutxnitting bid ffi a resident bidder.: Yes b. Vendor's prinapal place of business is in the city Houston of the State of TX. 3. Felony Conviction Notice (Required by the State of Texas) a. X _A publicly held corooradon: therefore this reoortina requirement Is not agolicable. ~'° b. ^ Is not owned or operated by anyone who has been convicted of a felony. c. ^ Is owned ot~opereted by the fdtwvk,g Individual(s) who hasmave been convic0ad of a felony: (If the 3 box is checked, a detailed explanation of the names and convictions must be attached.) 4. Pricing Information In addlGOrt to the crarent typk~l unit gritting fum~hed herein. FUELMAN agrees to Pddng X No It answer fa no, attach a statement detat7ing ttow prldng for TCPN partldpanffi would be calculated. FUEWAN pnnot honor the 29L pari~atiort fee for any salsa roads 6raad on a TCPN oordract whattser the Wndor ffi aarardad a neseswraf or not on arty non first card ptaelraaes. PrECng submiltad inGudas the requirod TCPN adminieba6ve fee. Yas Vendor agrees to remit to TCPN the required administrative fee. Yes Additional discounts for purchase of a guaranteed quantity? Yes 5. Processing Information Company billing address where the invoice for the administrative fee will be sent by TCPN: Contact Person: Pam Kundert Title: AIP Manager, Pkundert®fleetcor.com Company: FleetCor Technologies, Inc Address: 109 Northpark Blvd. Ste. 500 Covington, LA 70433 Phone: 1-00$77-9019 6. Contact person responsible for processing and confirming all purchase oMers (PO's) sent by TCPN: A FUELMAN Rep will be assigned geographically to all accounts 7. Sales inside Texas The Vendor can supply all areas of the state of Texas. NO 8. Sales Inside Arizona The Vendor can supply ali areas of the state of Arizona YES i 9. Sales Inside Arkansas The Vendor pn supply all areas of the state of Arkansas YES 10. Sales inside New Mexico The Vendor can supply all areas of the state of New Mexico NO 11. Sales Inside Oklahoma The Vendor can supply ali areas of the state of Oklahoma YES 12.Other States Covered SEE EXHIBIT "TCPN CONTRACT RESTRICTED AREAS" TCPN may extend contracts to govemmentai agencies within other states in addition to Texas, Arkansas, Arizona. Bidder must indicate any other states where the same terms and conditions can be offered. X Alabama < X Alaska X Colorado X Fbrida ~,.~ X Georgia X Idaho X Illinois X Indiana X Iowa X Kansas X Kentucky X Louisiana x Mbhigan X Minnesota X Mississippi 13. Cooparattvai Missouri, Montana, Nebraska, Nevada, Nafh Carolina NaM Oakata, Ohro, Oregon. South Carding, South Datcota, Terxtesaee, Utah, Ylrginia, Washington, West Virgtnia, iM1in, n8 t9st any ottser cooperative txattd'acta cxrrtsartty held fh Taxes, Adzana$s, Arzona, t~v Mortice, and Otdahama. NCNE Cooperative Dlacount Offered Expires eu tward -Texas Local Gov't Purchasin Coo rative -Texas I Mohave Eduptbnal Services Coo five MESC -Arizona Coo native Educational Services CES -New Mexico Texas Bld and Procurement Commission TBPC De rtrnent of Information Resources DIR -Texas Western States Contracting Alliance (WSCA) U S Communities Other i None ~_~ Questionelre, Contlnued 14) t3rls~ Nte<tory o1 FasYrpne FleetCor Tedtrrobgies (herein after reterrad fA as fUELbAAPf) is a leering provider ~ fled teed prooessdng sotrttioos tithe business and govemrrtent fleet mark~oe. FleetCor, FourMed m 2000, has set out fn exeate the industrys leading fleet cad ~•, oomparry. FleetCor is headquartered rn Atlarda, GA. FleetCor has 18 Regional olfloea across the U.t3. with over 450 ampbyees. FiaelCor' has over 500,iN10 Meet r wlSh more tlran 2,000,000 actlve r~rds and is aooeptsd at over 30,600 bcatiarts aaoas the r~untry. FbeK?or is fire issuer of the industry-leading Fualman Fleet Card. Through the Fuefrnan Fleet Card system (origbraity developed in 1984), FleetCor eervieas many types and sizes of fleets, inducting the urge ca[mnercial fleets of Airbcxne Express. Waste Mattagemerat, IcaMogg's Foods, Clntas, Coca Casa, Haltlburton as weft as Bee brge fleets ~ the foilowfttg Stag - Bal6rtxare, Tennessee, Louisiana, fifinols and Missbaippf. In Sep6mnOer ZtD03• FleetCor aoquked the Conrnerc~! Fueling Netwatr (CFN), the premier provkbr of fleet card processing and raeixrorl~9 services for comtr>aroial fuoflng card brttt operators. E>d~shed ~ 1988, the CFN network b comprised of 350 petrobturr meters with 2.500 reteY and card lock fueling bcatlorss Throughout tlae United 5~es and Canada. In addHbn ro maricetkrg our own branded . FbestCor also otters flees qrd proofrsskrg 6 issuing servloes through our F1eetWet Prl+rate l.abei Solufloras group. ~e~ advardege~of~our card procaseing services to over BO mayor oD perUrers kxikin9 speaalfzed fleet card data prig. and service ~iif~s. Across the U.S., federal, state and municipal agencies have historically looked ro Fuelman ro provide the comprehensive scope of services that have earned a place among the nations leading fleet management systems. After a decade of research and application Fuelman software has evolved into the system used today. Fuelman software, devebped by a dedipted programming staff, is like no other in the nation. When we say that Fuelman is unique among fleet systems, we speak from experience. Governmental fleets of all sizes have historigVy experienced Problems controlling and accounting for fuel and maintenance costs. Larger fleets have typically tried to solve these problems by pertorming fueling and maintenance at their own facilities, but often find accountability and control difficult in this environment FUELMAN has solved many of these issues in the Public and Private Sector. Fug Corporals Warm: FbetCor Technologies, Inc. Corpoab Addr+sss: 858 Enginexing Drivs, Surte 300 Noraoss, GA 30092 15) Official Name: FleetCor Technologies, Incorporated. 16) FUELMAN Corporate OrgantraUonal Chart. SEE "TCPN CORP ORG CHART" TAB 2 17) Service Offices: The following offices are equipped with staff to support TCPN Houston Texas Office: Oklahoma City Office: Arizona office: ire~slm Teats Offla: 588 E. A"rrterr i]r, Houston, 7X 77073. Main OOnfriCt is (Mike Fletcher, Sr. Safes Representatlve, M~etcor.wm. phone # 713-882.0092. Fax # 281-2147068. 3OF Customer Servtee and Ftr>errce ernployeea, 2 Direcd Market Sr. Sates Reprasentatlvsssnd 10 Support Staff In fhb Office. Oklahonrt City OK Offles: 2624 Menchesler far. Oklahoma City, OK 73120, Main oantact b Victorb Blair, Sr. Sales Repreasntative, Victoria Biair&1Zflestcor.com. phone # 405-TOB-6139, fax # 4p5~06-1980. 1 Dn'eet Mafkat 3r. Sales Rep !n this office Arizona Office: 3614 S. Brush Arbor Ck, Fb9s~, AZ 86001, Main is Krbtert Bivona. Regional Sobs Manager, K,iatP^ Bivona~fleetcor coin. phony # 948.833.8472, feu # 928-214- 7087, 4 Okect Market Sr. Sales RepreserttatEveaand a Regkxral Saba Manager in this oflke. Other Staff Mark Q. Lavin Sr. Viol President - Field Operations, Norcross, GA Profila: 22 years of experience (n Fleet Fuel grad Fbet Management aYyatems. ~; 5r. Sales Repre6etstaDive, Rooster Texas Profile: 14 years with Fuelman. Waked vrittf several camttes. cRles arse schools in Texas setting up thek fleet fueling programs. Barrie e:tarrtplea ate Cky of Frlsndawood, Brazaial Camty, Nuecee Courtly, Cameron County, Richmond Sdrool for the Deaf, ingrem ISD, City of Y+testeco. fCristen Bivona Regional Sales Manager -Southwest Region Region Profile: 13 years of experience in commercial fueling and fleet management services. Clean City Coalition member, De Tran Merchant SupporUData Services -Covington, LA Profile: 15 years of experience on various card readers in the fleet industry. Matt~F( Oirecisx d CBent Services, iVatxafs . tsA Profile: 19 yeaB of wrperiafw fi trterketifg b product development 6n the oil Industries. 19) Fuelman is not a eertiffed WlAtBE vendor. 20 FMSICoPS Dun 3 Bradgraet irtforrt-stion: DUNS tC81-9497'89 Zt) Financial Information for past 3 yaan3: FleetCar k a privately ttekt company and flnandals and held doseky. Ffnendais are available for viewing in Nororos9, GA. 22) Payment tsrms for QovernptsM s are: rrfonthry net fourteen (14) days from the date of invoice. invoices and Fleet iitarfagement Repafs are made available ateetronfwNy by YVedneatley of eatdf week for the prewding week ending Sunday mldlslght Irtvoiaes trot paid by the due date may lie sufsjec# to ingest and late fee titargea. Eteetronie Peyrrfefrt f)otion To ensure that no fate fees a (Merest etfarges oceur, FleetCar offers the option for client bo late Ebctrotlic Funds Ttartafet payment rnelhod tlfet rrRl he set to astir on 8fe due dabs. Client must subrttit an EFT Auttroeiza6on fairs with vcideti dfeck to erdabish this payment option. 23) PoslUOn in relefrarft tnariut FlaetCor services rtfcre fleets than arty other fleet card processor in North Amefica. 24) Satesftield support.• FUELMAN has many State and local government accounts and contracts and has provided full support services to these types of entities since 1965. Zb) Scope of TwinNlg: FUELMAN will provide as newesery (reefing to TCPN partidparfYs fleet menders an the use of the Ftrehrfars card, F7eetNet {Our oMine daml>ese) a8 weu as life reviewing of the Fuelman mports. FUELMAN'S seise end support teams are quaflfied ffl do face tD few trainetg es well as provide web based training matAtles. 28) Postman's Customer Servke Dept: Hours of operation are 24!71365 27) Attar Hours Customer Service: We have a help desk for drivers available 24!7!365. ~ 28) Emergency call reeporae fYrrs: Cell phone numbers wNl De supplied fa tlfoae acxalMa needing such service. 29)1Af7 8arvke Complfanw: We have a help dealt for dientir/drisrera avatable 2417/365. 30) Service Call and Problem Resolution: puality assurance and customer service is the key to our success. We currently use an intemalty developed application (we call it CMT, or Case Management Tool) to track all customer inquires that come into our Call Center. Within the ~° application we record the client name, contact, category of the inquiry and outcome. We also produce daily reports that are used internally to track open cases and to look for trends that need further action for improvement. We have staff qualified for all facets of our business ro resolve all issues as quickty as possible. 31) quality Standards: Quality assurance and customer service are the keys ro our success. We currently use an intemalty developed application (we call d CMT, or Case Management Tool) to track all customer inquires that come into our Call Center. Within the applicaton we record the dient name, contact, category of the inquiry and outcome. We also produce daily reports that are used intemalty to track open cases and to look for trends that need further action for improvement. 32) Annual Sales: FleelCors annual fuel sales exceed 3 billion dollars. 33) Call Canters: FUELMAN has 1 Call Center in Houston, TX end 1 in Norcross, GA. They operate as a team to provide the highest standard of service. FleetCor's drop rate for incoming calls is tracked and managed daily. We have an internal target of less than 3% for and Abandon Rate on incoming ells. We track daily activity through an ACD reporting tool called Call Center Suite. We also have targets for, and iradc other metrics that we use to improve service levels (e.g., Average Time to Answer, Average Talk Time, and First Catl Resolution 34) 800 Numbers: Fuelman has 800 numbers far all locations and for all direct sales force staff. The Fuelman help desk is available 24 hours, 7 days week. 1'"'~ 35) Call Escalation: During nortnai business hours the Cali Center Supervisor and !or the designated support person ('rf one is appointed) can be called upon ro resolve emergency situations. After Hours: The Sr. Sales representative and/or Sales Manager in that Region can be called upon to seek resolution. 38) Tumkay Fueling Projects: FUELMAN has a relationship with a company that supplies all haMware (card readers, printers, etc) and installation necessary to automate a fueling site and integrate wkh F1eetNet, our proprietary fleet management software. 37) Administrative support resouroea: FUELMAN handles all administrative services in house that are necessary to support our diem's needs. 38) TCPN'S administrative support: The rollowirg is the escalation for Administrative Support. Client Services ph# 1-800-877-0600, CustomerService@fleetcor.com Matt Finn, Director of Client Services, ph# 1-800-877-9019 6ct. 19732, Mattfinn@fleetcor.com John Hunter, Chief Operations Officer, 1-800-877-9019 Fart. 19164 John.Hunter(c~Dfleeetcoccom Mika Fletcher, Sr. Sale Rep, Ph# 1-713-882-0092, fax 281-487-5460, mtietcherri~ffeetcor.com. Kristen Bivona, Sales Manager, 918-033-0472, Kristen.Bivona@fleetcor.com 39) Support documents: FUELMAN will supply a complete bound Ixwklet known as a °Welcome PadceY that indudes aA card and PIN information associated with the aocauM. Each Gient will ,~'`; receive a FleeWet users guide to help them with day-today account management, our standard a terms and conditions as well as a welcome letter detailing the terms and credR limit for their account 40) Technical resources: FUELMAN has a Merchant development division to assist in any technical issues that may arise with our merchant network and an 1T Support Team that can assist with FleetNet related issues. 41) t:quipmenNsystem support Documents: A FleetNet users guide, FleeWet saline °help° and tutorials are available and/or provided to clients as needed. 42) Measuremenf options: FUELMAN agrees while competitive pricing carries high value, TCPN will also be able to measure and evaluate the advantages of the FUELMAN Fleet Card Program and it's real time controls and limitations that can be place at the card level. FUELMAN'S proposal inGudes key elements that will enhance the relationship and achieve greater rewards for both parties. Here are a few examples to measure saving and costs. 1. New card fees: FleetCor will assess no fees for new cards. Z. Initial account set up fees: There will be no initial account set up fees. 3. Training: There will be no training expenses on routine issues. Some special requests may require a nominal fee. 4. ConsuRing fees: There will be no consulting fees on routine consulting. . 5. System irrtertaeing fees: There will be no fees for standard IT support 8. Intemet access fees: Free access to FleetNet, our welrbased Intemet fleet management program. 43) Purchase ordere: FUELMAN accepts all purchase oMers. In order keep accurate records ~` of each purchase order, the client can go into FteetNet and add Nat purchase order info in the system sa it will appear on each statement 44) Credit requirements to accept a purchase order. None 4!i) Process of receiving a purchase order to the ordering of equipment: Purchase orders will be accepted via mail for any equipment order by TCPN client 48) Purchase order to the providing of a service contact: Purchase orders not required but accepted. We will have a written contract with TCPN Nat will be considered a contract that any TCPN member can opt on to, except for those areas excluded in #57 of the questionnaire. 47) Process of receiving a purchase order and implementing a turnkey installation project: if Here is a need for installation of equipment, we will accept purchase orders and treat each project differently based on Ne scope of work necessary to complete installation. 48) Tax F~rempt Forms: Standard excise tax exemptions will be provided to all TCPN members. FUELMAN requires Nese forms in order to exempt excise taxes at the point of sale. dti) Intemet Fuel Gard tracking system: FleetCors proprietary FleetNet system allows fleet managers access to online account management and reporting. FleeWet is user ID and password protected to prevent unauthorized access to customer information. Fleet managers may choose several security levels, which alhnv users of FleetNet degrees of access from Fuli F'^> Access (Fleet Manager) to view only capabilities. Using FleeWeNs an AccounttFleet Manager can: • Addldelete/update driver info. • ~' Add/delete/update vehiUe info. Yew and update fleet card info. • View and update account info. • mew transactions Vew site records • Yrew and print reports • Export specific data • Change contact infonnatron • Change Controls (Card limits, transaction limits, purchase restrictions, etc) training material and Quick Start FleetNet guides are available. FleetCor continues to invest and developed new functionality associated with its on-{ine Fuelman Fleet Manager interface called'FleetNet' SO) Involving: At the end of each billing cycle, FUELMAN Gients receive an e-mail promptlng them that their reports are ready fA retrieve on line. Simply click the fink to FleetNet, login to our real time secure site and retrieve your files. Data will be stored for 90 days for easy download. i51) quotes in electronic format via email? Yes 52) Invoicing options and the payment terms: TCPN members can receive invoices on line, by mail or by fax. FUELMAN'S standard terms to TCPN will be Monthly, Net 14 days. 53) Electronic Funds Transfer (EFT): FUELMAN produces it's own EFT (Electronic Funds Transfer aka ACH) files for import into the bank {the format is Comma-delimited text). Those are ~+ produced internally for Check by Phone payments and ACH Drafts we initiate. Through PNC we currently use Nacha format files or comma delimited (.csv} files, both work eQually well. 84) Average time frame to recehe an invoice following completion of a repair or repiaeement9 InvoicesJStatements are available electron'icalty in approximately 368 hours for cbse of billing cycle. Transactions are available for viewing in real time on FleetNet (our secure oMine fleet management software). 55) AceepUng a cut ot7 of invoices not submitted vrithln a 90 day period: Yes, If TCPN or it's members are not billed for transactions with 90 days of the actual transaction date, they will not be responsible for payment of those transactions. 58) Receiving reports and statements from FUELMAN: FUELMAN invoices can be retrieved via our secure web based site approximately 30-48 hours after close of the billing cycle. 67) States not honoring pricing and services fw this contract In evert that this contract is made available to states other than Texas, New Mexice, Arkansas, and Arizona, TCPN participant in any State where we have merchants can opt on the TCPN'S contract. FleelCor has agreements with fuel merchants in all 46 contiguous states to accept the Fuelman Fleet Card and currently has approximately 30,000 Fuelman accepting merchants. FUELMAN cannot honor this contract in Texas in the folkrwing areas: Dallas-FOnh Worth and Austin D. PRODUCT5 8 SERVICES SUMMARY MATRIX - NO FORM A FOUND, SEE "TCPN +~ FUELMAN SERVICES" E. VALUE ADD SERVICES DESCRIPTION -SEE "TCPN FUELMAN SERVICES" `FleetCor Direct Operator Mike Nolea President Ken Greenway Robert BraMea Mlke Noke (ACUrp) ~~ n iNP/Gerietel Manep P/General Ma General Manager Fueurmn Propdelary Fuelman PmprieGry Universal MasterCard Business MaaMrCerd Sam Knaten eivona Sales Manager Mike Fletcher &. Sales Rap Proprietary end Confdenlial to FleetCor Sleye Smah Jan MPoleman SAP Director rJaUenel Accounts 8 Markesng MasterCard Sales Fred Gdgatry Direcagr Markedng Jason Cole DlreUOr AnelyllCe August S. 2006 l' FleetCor ^ Fuelman VALUE ADD & GENERAL OUTLINE OF SERVICES PROPOSED COSt Center ACCOttntsbllity FleetCor will provide separate reporting and cost center accountability for TCPN member's different operations or cost centers. We can do this by departmentalizing and sub-0epartmentalizing a single account, or we can provide separate accounts and reporting for the different operating cost centers. This will be customized to TCPN Member's needs. If a decentralized approach is desired (separate accounts with separate reporting), we propose for the invoice amounts for all accounts be rolled into a single bill group with a single invoice, which will eliminate the likelihood of payment posting errors. Fleet PUrebasing Card Authorization components including Fuelman Fleet Purchasing Cards issued to System with Pr~Purebase all vehicles and unique 5-digit driver PINS issued to all authorized employees Controls Capability (bob required to complete transactions}. Cards can be used to purchase fuel maintenance services and automotive related items. Many puthase controls (control limits) can be placed on the vehicleslcatds in the system providing unparalleled aid in the prevention and/or identi5cation of unauthorized or improper use of the cards via exception reporting & denial capability. Purchase controls include "hard controls" providing denials of certain limits and "soft controls" providing back-end exceptions reporting. Certain POS Authorization Limitations do exist impacting denial capability. On-Line AeeOUnt FleetCor~rovides its secure on-tine account management system which it calls Management System FleetNet foe use by authorized Fleet Contacts within TCPN to help manage (F1eetNet~ their account on-line 24x7x365. Features includes ability to: • Add/Edit/Lock or Un[ak vehicles or cards in real time. • Add/EditlLock or Unlock Driver PINS instantly • View or download transactions rest time, download Exceptions Transactions or Exceptions Report and other fleet database information & reports, • View, Print or save to users local machine all Reporting and Invoices for the past 90 days. • EdiUChange Purchasing controls on vehicles/cards instantly Off-Site Commercial FleetCor's Fuelman network is in all 48 contiguous states. See Fueling www.fuclman.avn for all fuel and maintenance locations. Vehicle Maiutenence FlcetCor's Fuelman network of retail vehicle repa'us and maintenance facilities remain available to TCPN members, which is an optional service. Bi1Gug Frequency alad FleetCor proposes TCPN to have Monthly Net l4 days from invoice date. Payment Terms Invoices ate Emailed or available on-line on the invoice date (usually available by Tuesday}. ChCCkFree® Payment FleetCor offers TCPN the ability to pay its invoices on-line via a new program Option and alliance we have formed with CheckFrcea, The company that Powers Payment on the Web. Service available soon. Contract Term I Year, with 4 one year renewal options ,r-. Reporting FleetCor will provide TCPN our standard Fleet Management Report tied to the billing frequency, which includes exceptions Flagged for easy review. Real time _ Exceptions Email Reporting is available at no charge. If requested we will provide electronic transaction file reporting az no charge. Other valuable Optional Reports are available from our system including a soon to be released and enhanced Preventive Maintenance Reporting Application (a fee schedule can be provided upon request). Fees No fee for standard Fleet Management Reporting and Invoicing if reporting delivered via Email. No fees for electronic 61es/downloads. Minimum normal fees shall apply Cor any desired optional reporting (schedule can be provided upon request). As long as invoices are paid within terms No Late Fees and Interest will be charged. [f not paid with"sn terms, FleetCor's standard interest and late fee charges would apply. No card fees shall apply except thaz FleetCor reserves the right to impose a charge of S 1.00 per card for Replaced or Reissued cards only. There will be no charges for renewal of expiring cards or annuaUmonthly card fees. No Transaction Fees. Pricing Format (Cost Plas) Accounts covered by the TCPN agreement will be charged Cost Plus for fuel based on the sum of the fallowing items: • Applicable Weekly Od Price Information Service (OP1S) Newsletter Price (Thursday price each week) as posted by OPTS for the applicable supply terminal Cor the retail location. • Applicable freight rate as charged FleetCor by its card accepting merchants (includes rates for tank wagon/dealer height adjustment) • AI- Applicable Taxes. • FleetCor Fixed Markup (margin) u shown below. Fixed Msrk-ap Pricing Fixed Mark-up: 50.11 per gallon (decreased margin as volume Rates & Freight Incteattea) Current Typical Freight Rates for TX, AZ, OK end Market averages are approximately S .02 to.025 per gallon (subject to change based on actual charges from card accepting merchants). Discount FUEL Purchase Volume Cost Plus Schedule Gallorts /month Laid In cost plus 6 -249,998 0.11 250,000 -499,999 0.105 500,000.749,999 0.10 750,000 + 0.085 Tax Exempt filing at FleetCor offers federal excise tax-exempt billing to TCPN members for any Pout Of Sale allowed federal motor fuel excise taxes. Additionally, any allowed State fuel taxes that FlcetCor is allowed to bill tax exempt, shall be exempted at the point of sale. We will waive our current standard fee for providing this service (typically 1 °/a oC invoice amount). LOCATING AVAILABLE FUELING SITES: (!^: For a constantly revised and current updated list of fueling locations, visit the followirtg website link: htto://www.fuelman.com/sitelookup/sitelookuy.asp Users can select specfic ~*. Cities or Towns within a State or All sites within a State (Fuel or Maintenance). Users of the system can also visit our website on-demand and find the closest fueling locations to a specked address. Go to the link below for this functionality: http!/www fuelman com/cqi-bin/mginterconnect.exe?link=find Users of the system can also visit our website on-demand and print drhring directions to any destination with Fuelman fuel sites along their travel route identified. Go to the current link below for this functionality: http /lwww fuelman com/cqi-bin/mgtripplus exe IL MANAGEMENT CONTROLS A. MAGNETIC STRIPE FLEET PURCHASING CARDS AND EMPLOYEE PINS. Magnetic Stripe Fleet Purchasing cards and authorized employee personal identification numbers (Driver PINS) are required to activate the fleet card system To maximize the use of fhe management controls of the system the information below is needed and should be provided by vehicle. For existing vehicles already using the program, this information can t1e adjusted or entered into FleetCor's online FleetNet system by the customer or FteetCor once provided: ~' • Description of vehicle Vehicle number (note: future vehicle lists will be sorted by vehicle #) Department number /Department Description Fuel Type Gallon tank capacity (report and deny limit) Daily Gallon Limit (report and deny limit) Transactions per Day Limit (report and deny limit) Fleet supplies (example: oil) weekly maximum (report and deny limit) Fleet services (ex: maintenance) weekly maximum (report and deny IimitJ Needed informatian for authorized employees to use fleet cards is provided below: • last name, first initial • Employee number (note: future employee lists will be sorted by empl #} • Assigned Employee Department NameMumber (Optionaq Note: In addition, an Employee/Driver PIN can be restricted for use with just one vehicle, or a group (department) of vehicles. If no preference we set up for access to fuel all vehicles within the account. B. FLEET CARD SYSTEM AND PURCHASE CONTROL LIMBS. FleetCor currently provides and would continue to provide the Client exemplary security features with its Fuelman Fleet Card. We offer the following explanation of our authorization components (Security Features) and Pre-purchase Controls (Restrictions). Autl-orizatiort Comconants fPIN's artd Cards) ~'"""= The Fuelman system utilizes encoded cards assigned to each vehicle and a Personal Ident~cation Number (PiN) assigned to each driver to authorize transactions and to ~., report management information on each fuel and maintenance purchases. A driver PIN may be limited to working with a single card (vehicle), a group of cards (vehicles) that are defined as a department, or may be used with all cards (vehicles) within an account. The purchase card itself is a specially designed, hard plastic "credit card" with magnetic encoding on the rear face. It is designed to work with proprietary Fuelman equipment, however more and more convenience store chains are incorporating pay-at-pump processing capability for Fuelman cards (example: Circle K, Pilot, t!Yilco/Hess, ExxoNMobil, Shell, Sheelz). P_re-purchase Controls /Resbictionsl With the Fuelman program the customer sets the vehicle restrictions. For each vehicle (cans), the Customer can set report limits and denial limds"°`~' for the following items: • Weekly Gallons • Daily Gallons • Weekly Fleet Supplies Dollars • Weekly Fleet Services Dollars • Transactions per day • Tank Limit (Gallons) • Fuel Product Grade Restriction • Day of WeeklTime of Day limits ~"'^, Note 1: POS Authorization Limitations. Authorization controls are provided as a convenience to the Client and are not guaranteed to prevent unauthorized purchases. Spec~cally, depending on the particular point-of-sale (POS) equipment and Fuel dispenser controls being used by a particular Merohant 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 identfied as an exception on the Ctient's standard fleet management report and reported via email iF desired by Client. The gallonldollar limits which FleetCor refers to as pre-purchase conrols, provide the Client wfth unparalleled aid in the prevention of unauthorzed or improper use of the cards. These and other control limits provide the following: • By limiting the number of transactions allowed per day the Client limits its exposure to unauthorized purchases -uncontrolled, if you know a driver shouldn't fuel a vehicle more than once per day and he fuels d 2 or 3 times per day then there is a strong chance unauthorized transactions are occurring. With Fuelman this problem is controlled. • By setting tank limits, if you know a vehicle can only hold 20 gallons,rf a driver has unlimited gallons, then there is great opportunity for those gallons to pefiaps go in some other vehicle. With tank limit on fhe Fuelman card this exposure is greatly reduced. • By setting daily and weekly gallon limits on the Fuelman card, the exposure to ~, fraudulent use of the card is limited and fraud reduced. ~+-. . W,tit fuN product grade restricliona placed art tive FueMnan card, wstanera can greatly reduce ar even eliminate the purchase of premium fuels. 'This feature is I'snited in the pay-at~ump errvlronment, tsowevar the wrong fuel type w(II show as an excaspdons hansactiorr on the arstomer beet management report, which makes them easy to identity and d"rsaptkre with drivers. • Wl~ Weeldy Float Supplies and Fleet Services I.irriits, customers wn enfors:a that major purchases riot oxur without proper approval by the authorizes fleet . This feature provides more control over matrrlenartce purehasea and potentially edminatea or reduces unnecessary repair work that might Otirarwise ocau. • iNi<Fr Day of weeklTine ~ Day Limits, custornnra that do not use company vehicles on the weekend can eliminate or receive exceptions for unauthorized purchases that might otherwise go unnoticed. C. ONUNE ACCOUNT MANAGEMENT /ORDERING CARDS 3 PINS FleetCor reconunends that Gent utilize our on-IirMe FleatNet system, which provides the uidmaDe ~ and control for authored fleet contacts in managin8 their account{s), vehicles, ends, and Drivere/PIN's. Access to the Fketl+let system is managed thrcxrgh the applicatbn of userhala-based mold-level access controls. Ttds model provides far grenular ~plicatiort access control deddod by the primary fleet contact or deasion maker. Ueing their secure F1aetNet bgon, access to the fafbwing features czar be made available to variac~ levels Of access: • C-dit existing vehicles and re-issue cards, • Replace bet or stolen cards • Add new vehkdas and order new carrds, • Apply or change desired limits and aorrh'ols to the cards, • Change departrrrent aesigrnrrenta of vehicles ar drivers, • Perform ad tasks on-line 24x1~c385 wl#hout arstamer service • Issue employee PIN's kretandy and distribute them to new employees immediately for rate wr~h existing vehicle cards. • Deadivate (lock) rarcis or PIN's instarttiy in cares of last or stolen cards. • Use the on-line FfeetNet system to view, print and save to local aratomer machine all reporting for the past 90 days • Pull transaction downoad t~s including exceptions download repot, • Pull other f=TeetlVet Database reports sudt as vehiCmde listings, card ietings and empbyee listings. Of course txad and PIN services are available trtrough FleetC`,or's Cderrt Services Department however managing (tress items on-tine is easiest. The Cdent Services department located in FlaetCor's dierrt service centers will provide card and PIN services to clients of the contract. The Customer's account{sj wid be provided with toti free phone number 1-t3t10.877-0806 and Email address (customerservice(8tfleetcor.coml where the authoro_ed Kent corrtact(s) can cad or forwani fuel carol and t_rrrpkryee/SeaxtTy PIN orders to F7eeiCar cNlant services. FlaetCcr reserves the r'eght to ~"` charge a replaoemaM card fns as des«ibed'm Section III C. 3. ~ New or replacement carcls will be printed by FleetCor or its card production vendor and shipped via US Mail. Generally clients receive cards ordered in this fashion within 5 - 7 business days. Next day air delivery of cards shall be subject to normal delivery fees (currently $20 per order). O. RESPONSIBILITY FOR USE OF CARDS Client agrees to bear full responsibility for any liability resuNing from the misuse, unauthorized use, loss or theft of any cards issued. This IiabilRy extends until noon of the first business day following receipt of written notice of card numbers lost. For cards properly locked by customer using the FleetNet online system, the liability extends until midnight of the day in which the card is property locked in the FleetNet system. Cards are issued solely for the conduct of the customers business. The reports provided by FleetCor are informational only and Customer is responsible for managing Customer's employees and associated liability for their actions. E. MERCHANT LIMITATIONS The personnel (if any) at a Merchant Location are not the agents or employees of FleetCor and FleetCor shall not be responsible far the products or services rendered by any of the Merchants or any other liability or damage which arises Pram the action or negligence of the personnel of any of the Merchants, their agents or their employees. F. REPORTING TECHNIQUES ~" Fuel and/or Non-Fuel consumptionlusage reports and invoices are delivered electronically via Email weekly/bi-weekly and will indude the following reports: 1. Fleet Management Report (see dessxiption below) 2. Statement (Invoice) Other Optional Reports as may be required or desired by Client are available weekly or calendar monthly for a nominal fee as shown under item III. C. 2. titled 'Report Fees". Optional reports are only available via dient's secure online FleetNet logon and the past 90 days of optional reports can be viewed, printed or saved by client. Optional Reports available indude: • Employee Management Report (FN03) • Vehide Management Report (FN04) • Fleet Analysis Report (FN74) • Customer lax Management Report (FN07) • Standard Electronic Transaction Files Weekly or Monthly (TRN85) (Free of charge) • Exceptions Transaction Download Reporting via FteetNet Online system (Download free of charge) • Other Free Report Downloads available via FleetNet Online system including: Standard Oate Range Transaction Download, Employee listing Report, Vehide Listing Report, Card Listing Report. • A FleetCor account manager can provide explanations and samples of these optional reports and on-line download features upon request. ~' Fleet Management Report tNarratrve Descriotlont SEE "SAMPLE REPORT" This report provides complete detailed transaction information for each billing entity and the report ties to customers selected billing method (weekly, bi-weekly, monthly). FleetCors Fleet Management Report is delivered free of charge via Email as an AdobeO attachment. Print and Mail Report Delivery is available for a fee of $4.95 per applicable billing cyGe. tf noted by the customer, invoices can be printed and maned free of charge but the supporting document we refer to as the Fleet Management Report must be received via Email to avoid the print and mail charge. Both the Fleet Management Report and the invoicelstatement can be viewed or printed by client for the past 90 days via the customers secure Internet based FleeiNet user logon. This information can be used to track fuel usage, schedule routine maintenance, gauge vehicle and driver efficiency from miles per gallon and costs-per-mile data, or spot variances, which may indicate needed maintenance, poor driving practices, or potential abuse. Amounts and volume are subtotaled at the vehicle and department level. The Weekly Fleet Management Report includes the following items: • The first page of the report shows a summary table with a breakdown of gallons and dollars purchased by product type. The product summary table incudes summarized dollars by Base Price, Federal Tax, State Tax, Other Tax, and F~ctended Total for each fuel product type and non-fuel summarized. • Immediately following the Product Summary Table on the first page and subsequent pages as necessary the report provides a Department Summary Table, which provides a summary of the purchases for each department in a quick-view summary table. The department summary table incudes summarized gallons, and dollars by department name and number including gallon quantity, base price, federal taxes, state taxes, mainUother dollars, extended total and count of exception transactions. • An Exception Codes Legend is shown immediately following the Department Totals Table. Only the exceptions codes present within the report are displayed. • Subsequent pages of the report show the transaction detail as it occurred for the period and they are organized in department and sub-department order with page breaks in between for easy splitting up the report for distributionfreview by department managers. • Within departments, transactions are organized in Vehicle number order • Report shows the customers description of vehicle • Date and time of purchase • Location pertorming the transaction (6 digit site number) • Drivers Name • Vehicle odometer reading entered • Miles per gallon since fast transaction • Fuel type or product purchased • Quantity (Gallons to 3 decimals) • Net Price (Base Price) Per Gallon • Applicable taxes per gallon E"'~ • Total Amount of the Purchase • Exceptions Codes (when applicable} are shown in the far right column of the report enabling the reader to quickly identify exceptions. The code numbers tie to the exceptions code legend shown at the beginning of the report. • Total Miles Driven for each vehicle for the period (week) • Average Miles Per Gallon for the period • Total Quantity Purchased For each vehicle for the period • Any authorized non-fuel products are shown by date and time separately yet directly below the fueling transactions with subtotal for the vehicle. • At the end of each department and subttepartment the report shows the department total quantity and dollars by product type (non-fuel grouped as "Non- Fuel Totals"). • After the Department Totals the report prints a Site Legend which shows: Site #, Site Name, Address, City, and Stale. Since the Site # ties to the 6 digit location ID that prints for each transaction, the site legend allows reader of the report to quickly identify exactly where the drivers fueled the vehicles. III. PR/C1NG. PAYMENT TERMS AND FEES A. PRICING Price for products purchased by TCPN Members wilt be equal to the sum of the following: 1. Applicable tenninaUreck price (txanded or unbranded) as reported by OPIS each Thursday for each product purchased that calendar week. OP15, Oil Price Information ~, Service, is an independent company providing tenninaUreck prices 6y area. 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 merctant. 3. All applicable taxes (See Note below regarding Tax Exempt Billing). 4. FleetCor's cost plus service fee or mark-up (margin) per gallon shall be as follows by fuel product: Unleaded Gasoline 0.11 per gallon Mid Grade Gasoline 50.11 per gallon Premium Gasoline .11 per gallon Diesel Fuel .11 per gallon Additional Discounts Available -see chart below Discount FUEL Purchase Schedule Volums Cost Plua Gallons f month 0 -249,999 250,000.499,999 500,000 - 749,999 750.000 + Latd in cost plus 0.11 0.105 0.10 0.095 ~a a ~ Tax Exempt Billing: FleetCor shall provide tax exempt billing to Customer to the extent allowed by the Federal and State GovemmeM. Client shall provide tax exemption cert~cates or other related information as required from time to time by FleetCor to maintain tax exempt status. B. BILLING AND PAYMENT TERMS Client will be billed TCPN Members monthly. Payment is due no Later than fourteen (14) days from the date of invoice. Invoices and Fleet Management Reports are made available electronically by Wednesday of each week for the preceding week ending Sunday midnight. Invoices not paid by the due date may be subject to interest and late fee charges described below. Eledronic Pavment Option To ensure that no late fees or interest charges occur, FleetCor offers the option for ctient to use Eledronic Funds Transfer payment method that will be set to occur on the due date. Client must submit an EFT Authortzation forte with voided check to establish this payment option. C. FEES Except as provided below, no other fees shall apply to Customer. 1. Late Fees and Interest: Customer shall pay the amount of the invoices within fourteen (14) days of the date of each invoice. if payments are not made within this term, FleetCor reserves the right to charge Tate fee and interest as described below unless othervvise proved not allowed by state or local law. FleetCor reserves the right to modify payment teens to prevent finance charges described below from occurring. Right to Charge interest and Late Fees. Customer shall notify FleetCor "rf State or local law prohibits or controls ability of FleetCor to charge interest and late fees. Specific reference and copies of State or local codes or laws shall be provided to FleetCor it interest and late fees cannot be charged to Customer. Maximum Lawful Rate. In no event shall any Finance Charges or other rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. CIieM and FleetCor, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within k; provided, however, that, anything contained herein to the contrary notwithstanding, ff said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Client is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Client in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations hereunder to the extent of such excess. Please note that interest charges and fate fees are not charged as long as the Customer pays the invoices within agreed payment terms between the partlea. late Payments. All payments made by Customer to FleetCor that are not received by ' the Due Date are considered late. FleetCor reserves the right to charge the lesser of ~ fifty dollars ($50) or the maximum amount allowable by applicable law for each late payment. Annual Percentage Rate. The Annual Percentage Rate for purchases is 21%, or the maximum amount allowed by State law, whichever is less, which corresponds to a daily periodic rate of 0.(75753°~. The daily periodic rate is the annual percentage rate divided by 365. Finance Charges. Finance charges will begin to accrue from the date the transaction is added to the daily balance as described below. However, if Customer pays the Total Balance Due, if any, on the Statement by the payment due date on that Statement Customer will have until the payment due date on the following Statement to pay its Total Balance Due to avoid adddional Finance Charges on purchases. Finance Charge Calculation. Periodic finance charges are calculated in steps as follows: First, for each day of the billing period, we multiply the daily balance by the applicable daily periodic rate. Second, for each day of the prior billing period(s), we multiply the daily balance for purchases made in that billing period by the same daily periodic rate. However, we do not do this second step iE we received payment in full of the Total Balance Due ort your previous billing Statement by the date the payment was due or'rf a periodic finance charge was already billed on that balance. For finance charge calculation purposes, the billing period begins on the day after the Closing Date of the Statement that is due and includes the Closing Date of the current billing period. The number of days in the billing period may vary. ' The daily balance is calculated by taking the beginning balance every day (which may include unpaid finance dtarges from previous billing periods), add arty new transactions and any new fees, subtract any credits or payments posted as of that day, and any other adjustments. Daily periodic finance charges vnlt be rounded to the nearest cent. Unless FieetCor elects to use a later date, a new transaction is added to the balance as of the transaction date shown on your billing report. A credit balance is treated as a balance of zero. Unless otherwise mutually agreed, "d Customer's unpaid balance becomes 14 days past due, FleetCor may notify the Customer that the system will be immediately shut down. In addition to all other sums due upon termination of this Agreement, the Customer will be responsible for all costs of collection, including reasonable attorney's fees (but not Tess than 15% of the unpaid balance), if collected through an attorney. Report Fees. Applicable Fees for generating reports are ident~ed below. Print and Mail Report Delivery Fee of $4.95 per applicable billing cycle if the customer refuses to accept Email Delivery of its Fleet Management Report that accompanies the invoice. Invoices can be printed and mailed free of charge but the suppoAing document we refer to as the Fleet Management Report must be received via Email to avoid the print and mail charge. FleetCor offers certain Optional Reports over and above its standard Fleet Management Report and Invoice. Any of the optional reports requested shat{ be provided for a nominal (ee as shown in the schedule below for the applicable frequency (Weekly or ~,,.,,. Monthly). ~^' i Report ID Re ort Name Weekly Rate Monthly Rate FN03 Em to ee Mana ement R ort $3.00 $7.50 FN04 Vehicle Mana ement Re ort $3.00 $7.50 FN14 Fleet Anal sisRe ort $5.00 $15.00 FN05 Fleet Fuel Mana ement Re ort $2.00 $6.00 FN06 Fleet Maint Management Re ort $2.00 $6.00 FN07 Customer Tax Management R ort $4.00 $10.00 FN08 Federal Gasoline Excise Tax Re ort $4.00 $10.00 FN09 Federal Diesel Excise Tax Re ort $4.00 $10.00 FN11 Bill Grou Summa of Fleets $2.00 $6.00 Card Fees. FleetCor reserves the right to charge a replacement card fee of 1.00 for replacement cards. There will be no charge for renewal of expiring cards. No other charges for cards shall apply. ~., e K. Supplementary catalogs and information: Provide any supplementary information or an appendix your company wishes to attach that clarifies the answers to the previous questions. Please tab each specific section and reference these back to the table of contents for easier ,~, reading. SEE "SLICKS AND SAMPLE REPORTS 'TAB 9 3) SCOPE OF SERVICES A. FUELMAN shall develop, implement, administer and maintain a fleet fuel card system for participating TCPN cooperative members in accordance with all terms, specifications, and conditions set forth herein. FUELMAN shall perform all services in accordance with the highest professional standards consistent with customary industry practices. The system provided by FUELMAN will include cost plus fuel pricing as well as indude online account management and reporting, consolidated billing in paper, electronic, andlor magnetic media, card embossing and issuance, reports in paper, electronic, andlor magnetic media, professional customer service. B. FtJB.IiAAN cond[ts that aN fuel sold to the partcipating TCPN cooperaWa members shall oanply wftlt ail applcable federak state. artd kx;al aiartdamis and rules regeNing grade, quaAly, sfnra9e. trartaport, etc. C. FUELMAN'S proposal is intended to be used to provide TCPN Cooperative Purchasing with fuel for its delivery vans, buses, vucks and automobiles. This contract will commence upon awaM and may be renewed annually for four (4) additional annual terms. It shall be renewed automatiplly with existing terms and conditions unless either party provides written notice 90 days prior to the renewal of the contract ~-'~` D. AS a means of preventing unauthorized purchases in the event Me card is lost or stolen, the FUELMAN card has the capability of having atwo-component authorizatien as requested by the participating TCPN cooperative member. The card itself can count as one of the authorization eomponentS. All FUELMAN card transactions require a valid computer generated PIN (Driver ID) and odometer as part of the authodzation process. E. SPECIFIC PRODUCT SPECIFICATIONS -DEPOT STATIONS: FUELMAN concurs that all fuel sold to TCPN Members shall comply with all applicable federal, state, and loraf standards and rules regarding grade, quality, storage, transport, etc. 1) PRICE ESCALATION: FUELMAN agrees that during the period of this contract, prices may be increased or decreased in axordance with Oil Price Information Service (OPTS) and its weekly publication. However, in Texas price chances will be governed by an index made up of the composite posted prices in Houston TX of those companies published in the weekly publication In Arkansas price dutnges wilt be governed by an index made up of the composite posted prices in Little Rode AR of those companies published in the weekiv publiption In New Mexico price changes will be aovemed by an index made up of the composite posted prices in Albuaueroue NM of those companies published to the weekiv publication In Arizona price chances will be oovemed by an index made up of the composite posted prices in Phoenix AZ of those companies published in the weekiv publication. FUELtNAN'S altemative/ciarificatlon to the atwve underlined is: FUELMAN will tle fuel cost to the cbsest metro terminaYrack. 2) FUELMAN'S Fleet Card is capable of capturing the minimum data at the time of the Purchase: 1, Prioep~gaFlon 2. Excise tax detai 3. Tax exempt takxrietion 4. Grade, type of fast purchased{ind. e%emativa foals (CNt3, Propane, E-85, 8-20 BioDlesel} 5. Odometer rea~ng {entered by vie operator) 6. t~uantity of fuel purt~-eaed 7. Date, time and toca9on of purchase 8. identlfication number {Driver ID) of the tar+d tater 3) FUELMAN hat tdditlonal reportlt-a and davmbad t~paWfitlea to txpWre, atculaEe, and rrapoR the foNowinq Infamafbn st the time of purchase: 1. Miles per galbn ern! oDSt per mile 2. Miles driven dstce last repoA 3. Total miles driven year-to~dabe 4. Total geRons purchased year-b~-date 4) The range of information available on FUELMAN reports includes: a) Account Number b) CatdlD c) license plate numberlcartl assignee ~'' d) Date and time of transaction e) Number of unit purchased f) . Fuel type inckrding al~matl+re fasts aoanataiy reported, a-g., E-ES, Bic d+esel (c~ 2tt% bird, LPG, and CNG. g) Odometer reading h) Commodity purchased and grade of commodity I) Mibage from ~ ffl-up )) vendor k) Price par unit 4 T~1 price m} Totalfisderaiand sFabstaxes n} Net prke after taxes are deducted o) P-odtrc! Codas arxifor desaiptlon of items purchased (e.g-, gas, oit, etc.} p} Name of ir~vidusi meldng lha puttd 5) The FUELMAN card is capable of being restricted in certain instances given the direction of the Coop membere' program administrator. Restrictions can be specified and may include but not be limked to the following: a) Transaction dollar limits for each card, i.e., sets a maximum dollar amount per card perbansactien b) Transaction dollar limits by product type c) Maximum dollar limits per day d) Number transactions per day per card e) Maximum dollar limits per each card per billing cyGe f) Restrictions on fuel type, e.g., premium blend g) Types of products, i.e., card may be usable for fuel only as specified by program administrator. F. The following quesCwns concerning your facility are not a criteria, alone, in coop members selection, but will assist us in making the final determination when weighted with fhe specifications of the Bid and overall advantages/or disadvantages to The Cooperative Purchasing Network. 1. Is your company's billing process automated? YES Is there an extra charge for this service? NO 2. Do you have 24-hour service? YES 4, is there an extra charge for this service? NO 5. Can your company furnish OPTS prices, artd your average breakdown prices, at each ~'"~, interval of billing for the coming period? NO, not at each billing period. Is there an extra charge for this service? TCPN can obtain a member ship to OPIS to get data an a regular basis FUELMAN'S quoted price computation per OPIS: FUELMAN will use the Thursday OPTS Price to bill ail transactions for the previous Sunday midnight to the upcoming Sunday. End ~. PROVIDE ANSWERS TO THE FOLLOWING QUESTIONS FROM WHICH INFORMATION WILL BE UTILIZED SHOULD YOUR COMPANY BE SELECTED. 1. fUELMANS Interaction with TCPN. FUELMAN wUl designate a single person within our organization by state who will pe responsible for each TCPN tenitory. The account representatives will dedicate a % of hislher Gme to account development. Additional time will be given to each account whenever necessary. FUELMAN will also designate a regional representative for the TCPN contract. TCPN members can be assured that they will be assisted quickly to questions and service issues. FUELMAN is able to respond from several points within TCPtJ'S purchasing area ensuring that technical issues at Fuelman sites are resolved quickly. In the event of an emergency, it is in the Hest interest of TCPN'S Members to have a fleet card provider with a krcai presence that can address issues quickly like FUELMAN. Issues, which cannot be resolved at the local level, will t5e escalated to the appropriate department tread at the regional office in Houston or corporate headquarters in Norcross, t,eorgia. 2. Training TCPN staff: FUELMAN is focused on providing an outstanding level of customer self- service training to our Giants. Fuelman has regional offices in OK TX 8 AZ Considering the magnitude and scope of TCPN'S members, it is vital that the fleet qrd provider be able to quiclcty address any of TCPN members needs as weU as offer on hands training when necessary. With Fuelman having strategically placed offices within OK TX & AZ AnY training issues can be quickty addressed and be handled more tlwroughty than any other fleet can! company. No other fleet card provider wiU be able to provide TCPN with the level of kxxl service and training that is vital to its operations. A FleetNet user guide booklet on-line help, tutorials as well as hands on training is available for all TCPN Members. MANAGER TRAINING Fuelman will provide at no Cost ail necessary training to TCPN member fleet managers in the use of the Fuelman card, FleetNet (Our oMine data base) as well as the reviewing of the Fuelman reports. There are no costs associated with standard training. 3. TRAINERS: The following current FUELMAN empbyees will t>e responsible for training new account holders: TEXAS Houston Tezas Office: 555 E. Airtex Dr, Houston, TX 77073, Main contaG is Mike Fletcher, Sr. Sales Representative, MFletcher(a~Ueetcor.com, phone # 713-882-0092, Fax # 281-214-7088. • OKLAHOMA Oklahoma Ckv OK Office: 2824 Manchester Dr, Oklahoma City, OK 73120, Main contact is Victoria Blair, Sr. Sales Representative, Vctoria Blair(~fleetcoccom, phone # 405-706-8139, fax # 40508-1960. 1 Direct Market Sc Sales Rep in this office ARIZONA Arizona ce: 3814 S. Brush Arbor Cir, Flagstaff, AZ 88007, Main contaG is Kristen Bivona, Regional Sales Manager, Kristen.6ivonaCo'2fleetcor.com, phone # 918.633-8472, fax # 928-214- 7097.4Direct Market Sr. Sales Representatives and a Regional Sales Manager in this office. 4. Technical assktance: The above Trainers will be the first line of contact for technical issues. Those trainers will escalate issues to the appropriate department ~' S. Shipping schedule notlficaUOn procedures: FUELMAN cards are the most common item to be shipped. As clients order cards on line, FleeWet will confine receipt of the card order and send the pr to a queue to lie cut The card will be mailed via regular U.S. mail the following business day. Initial cards for new accounts are sent via UPS 2dn day air and can be tracked on the UPS website. 6.Operetional delays: FUELMAN is supplying services that rarely have operational delays that ~.. would affect the Gient If we have delays due to acts of nature or system failure will attempt to contact all clients that may he impacted. 7° Process for dellvsring an initial shipment of Fuel Cards: FUELMAN is experienced in facilitating a comprehensive card deployment strategy. Physical appointments are setup in advance with all new Gients to thoroughly review the FUELMAN program. 8. Reporting lost or stolen Fuel Cards: To report a card lost or stolen, Gients will be required to identify the type Of card, its number, and if possible, the manner in which a was lost or stolen or destroyed. Reports should be made to Fuelman as soon as possible. Lost or stolen cards must be reported by the designated fleet contact This can be done via a-mail, calling your local contact, accessing FleetNet and locking the card or calling Fuelman's toll free customer service line at 800-877-0800. Liabil'dy for lost or stolen cards will extend until the moment the appropriate agency's contact notifies Fueiman and reports the qrd as missing. Action will be taken immediately upon this report and the Fuelman equipment at all retail based sites will respond to the card as °invalid°. Re-Issue of Fuel Cards: After a lost or stolen card is ordered it will be mailed to the designated address regular U.S. mail the following day. 8. Card Implsmerrtatlon: 959b+ of our card implementations are done on a specific and timely schedule. All cards and welcome kits are mailed UPS 2n0 air and are tracked in our system which allows the Sr. Sales Representative the ability to track the shipments and schedule training accordingly. 10. Working with government entitles: 11. Cost reduction results: Client information in confidential. We conduct surveys and our most recent one came back from our existing clients that responded saying they reai'¢e savings up to 10% and sometimes even more on their overall fuel expenses while using FUELMAN'S Fleet Card Program. 12. FUELMAN'S service call nasponse tlme: FUELMAN'S Drop rate for incoming calls is tracked and managed daily. We have an internal target of less than 3% for and Abandon Rate on incoming calls. We track daily activity through an ACD reporting tool called Cali Center Suite. We also have targets for, and track other metrics that we use to improve service levels (e.g., Average Time to Answer, Average Talk Time, First Call Resolution)- FUELMAN'S overall rejecUfailure rate for cards and card readers is above the industry standard. This Gaim is made with the following foals available. Technology allows the driver to key in the card number manually in event the magnetic stripe is damaged. Our Authorization Center can also approve any validated sale 24 hour a day over the phone at any of our merchant retail locations. Merchant can get assistance immediatey on our Voice Authorization call line. 1S. Tracking Fuel Cards: Each account holder is given access oMine in real time to track fuel Ards (active & inactive) in their account. Reports can 6e run on Gne to update cards. 14. Improving Service: FUELMAN'S goal is to provide superior services and products knowing that TCPN'S goal is to have a Fleet Fuel Management Program that Supplies products and services of the best quality possible. • Can deliver products and services in a timely manner- Can provide a high level of cttatornar service and future product end services devektprttertt Offers tt-e beet overaE teYat cost of ownership. • Shares TCPN'S ~+ m ~ 15. Discount schedules: FUELMAN has short-tens promotional offers to promote growth and increase sales. There are no long-term promotions at this time. 1A. prpoduChtg Nets sgreaMnt to atl governrnetit entkks: WHh TCPN'S pemtisslon, Fuelmert wfil contact each member andlar send inforrnetlon about our pardtership/ FScet Card program with TCPN. 1T. Provide a sample of any advertising campaign. SEE "AD CAMPAIGN" TAB 9 1E. htrolvirq TCPN'S staff or arty Regions! Edttt:Igiorral 3srvtcs peraonnN M your introduction: Mle arcs committed b working wkh and traintrg any TCPN effifiate txt the I~ic benefits of an program to ttet0er pertetrsfe sit prosperAhre areas. 19. Introducing this program to your company: The sates team in the South West Region will work diligentty to work with other depts. such as Marketing and Gient Services to introduce this relationship to promote growth and success. 20. Dtreci oMSr story system or capat~tiss: FUELMAN provides Its secure amine account managenrerrt system which it calk FI9etNel• for tie by auttror(zed Fleet ConEaria wltMn TCPN to help manage their account on-fine 24x7x385. F inducts the ebilRy to pi9ce a9 new arrd repieoements card order on tine. 21. Company's quotatioNproposal process: FUELMAN approaches every bid or quotation opportunity uniquely, depending on the scope of work and size of project 22.8elfdevebped and seK-managed system or an outside paid service9 We have our own IT department in house and manage vur own system. 23. Ma}or upgrades that you have pertomted on your web site during the past 12 months: FUELMAN is constantly upgrading irs website, most of the changes that impact our prospects and clients are the ability to retrieve forms on line, search for vendor bcations, short cut link to FleeWet and press releases about the exciting growth of our company. 24. Additional information for TCPN to review when making their decision to select your company. SEE "TCPN FUELMAN SERVICES" TAB 3 Ci. REFER9iCEB: BEE "TCPN REFERENCEB" TAB 10 PROVIDE AT (EAST FIVE (5} GOVERNMENT CUSTOMER REFERENCES FOR PRODUCT AND SERVICES OF SIMILAR SCOPE. TWO REFERENCES SHOULD BE FROM OTHER troOPERATNE pURq~ASONG PROGRAMS. PROVIDE THE FOLLOWING INFORMATION FOR EACH REFERENCE: See EXHIBIT `REFERENCES' • Government Name ~`'~ Contact Name and title • City and State • Phone numbers • Years serviced Number of facilities services Services or products provided by annual dollar volume. ~^: H. WARRANTY INFORMATION: PROVIDE ANSWERS TO THE FOLLOWING QUESTIONS FROM WHICH INFORMATION WILL BE UTILIZED SHOULO YOUR COMPANY BE SELECTED. FUELMAN would only encounter warranty issues if a TCPN member purchased a card reader and/or pHnffir from one of our Sub contracting paRnere. All wamnties would be included and supplied by the manufacturers 1. Exffinded parts and labor wamnUes: All warranties including extended warranties would be included and supplied by the manufacturers. 2. F~camples of school dtatricffi where your company Bas extended labor warranties. All warranties including extended warranbes would be included and supplied by the manufacturers. Tulsa Public Schools has been a client with a Fuelman card reader at their bus bam for over many years. The card reader is considered obsoiete/at end of life, as new technabgies (digital technology) has replaced that reader. We repairwith parts if available. Today the life expectancy of our card reader is 15 years and all warranties are from manufacturer. 3. pefaeWe Products: All warranties would be included and supplied by the manufacturers 4. Is warranty coverage dependent an using your afartap procedure? Our sub contractor supplies startup as part of the installation process and cost Training on hardware and software integration is vital to the automation process. 5, Who performs your start-up procedure? Card Reader Sub Contractor t 6. Sffindard warranty On Building Automation Controls: FUELMAN would only encounter warranty issues ii a TCPN member purchased a card reader and/or printer from one of our Sub Contracting partners. All warranties would be included and supplied by the manufacturers 7. Sffindard wamMy on replacement parts: FUELMAN would only encounter waranty issues it a TCPN member purchased a card reader and/or printer from one of our Sub contracting partners. All wamantles would be included and supplied by the manufacturers 8. Standard warramy on inaffiIlaUon: All warranties would be inGuded and supplied by the manufacturers 9. Standard wemnty on energy retrofd contracting: All warranties would be included and supplied by the manufacturers 10. Wartanty differentiation H financing is part of the contract: No, All wartanties would be included and supplied by the manufacturers 11. Quality guarantee on their produetlservice. All waranties would be included and supplied by the manufacturers 12 Irreurence provider. SL Paut -Travelers is our insurance co. 13. level of coverage: We have a Blanket General Liability Policy, Workers Comp as welt and excess liability insurance that exceeds 15 million dollars. Certificate of Insurance is available upon request. Number of facilfties services Services or products provided by annual dollar volume. t°' N. WARRANTY INFORMATION: PROVIDE ANSWERS TO TWE FOLLOWING QUESTIONS FROM WHICH INFORMATION WILL SE UTILIZED SHOULD YOUR COMPANY BE SELECTED. FUELMAN would only encounter warranty Issues if a TCPN member purchased a card reader and/or printer from one of our Sub contracting partners. All warrarrtles would be Included and supplied by the manufacturere 1. Extended parts and labor warranties: All warranties including extended warranties would be included and supplied by the manufacturers. 2. Examples of school districts where your company has extended labor wanarrties. All warranties including extended warranties would be included and supplied by the manufacturers. Tulsa Public Schools has been a Gient with a Fuelman qrd reader at their bus bam for aver many years. The card reader is considered obsolete/at end of life, as new technologies (digital technology) has replaced that reader. We repair with parts if available. Today the life expectancy of our card reader is 15 years and all warranties are from manufacturer. 3. Defective Products: All warranties would be included and supplied by the manufacturers d. Is warranty coverage dependent on using yourstart-up procedure? Our sub cor>tractor supplies staA up as part of the installation process and cost Training on ' hardware and software integration is vital to the automatlon process. ~., 5. Who performs your alert-up procedure? Card Reader Sub Contractor 6. Standarci warreMy on Building Automation Corrbrols: FUELMAN would onty encounter warranty issues'd a TCPN member purchased a card reader and/or printer from one of our Subcontracting partners. All warranties would be included and supplied by the manufacturers 7. Standard wartarlty on repWcemeM parts: FUELMAN would only encounter warranty issues'd a TCPN member purchased a card reader andlar punter from one of our Sub eontrecting partners. All wanantles would be inducted and supplied by the manufacturers 8. Standard warranty on installation: All warranties would be included and suppl""led by the manufacturers ' 9. Standard warrarNy on energy retrofit contracting: All warranties would be included and supplied by the manufacturers 10. Warranty differentiation if tlnancing ~ part of the contract: Mo, All warranties would be included and supplied by the manufacturers 11. pust;py gusrsntae an tusk prod~asrvlce. Ail wamsn6es woufd be tr>Ictudsd arod supplied by the mm~ufacWrers 72. insurance provider. St. Paul-Travelers is our insurance co. ~"~, 13. Level of coverage: We have a Blanket General Liability Policy, Workers Comp as well and excess liability insurance that exceeds 15 million dollars. Certificate of Insurance is available upon request TCPN CONTRACT - RESTRICTED AREAS OF TX 3 NM ARE LISTED BELOW AS I+VELL AS A LIST OF THE STATES EXCLUDED FROM THIS CONTRACT STATES EXCLUDED: Delaware, Vermont, Maryland, Maine, Pennsylvania, Rhode Island, Maine, New Jereay, New York, New Hampshire, Massachusetts and Calffomia ~~ ~- Proceasing Agreement with West Texas Gas: In the State of Texas, the Counties of: Andrews Archer Arrnstron Baile Bandera Ba br Blanco Borden Brewster Briscoe Brown Burnett Callahan Carson Castro Collin sworth Coleman Coke Childress Cla Cochran Comanche Concho Cohfe Crane Crockett Crosb Culberson Daliam Dawson Dimmet Deaf Smith Dickens Donle Eastland Ector Edwards EI Paso BTA Fisher Flo d Foard Gaines Garza Gillis ie Glasscock Gra Hale Hali Hansford Hardeman Harfe Haskell Hem hill Hockle Howard Huds th Hutchinson Trion Jack Jeff Davis Jones Kent Kin Kimble Kinne Knox Lamb Lam asas Li comb Llano Lovin Lubbock L nn Martin Masan Maverick McCulloch Menard Midland Mills Mitchell Monta ue Moore Motle Nolan Ochiltree Oldham Partner Pecos Potter Presidb Randall Rea an Real Reeves Roberts Runnells San Saba Schleicher SCU Shackleford Sherman Stedin Ste hens Stonewall Sutton Swisher Ta or Terrell Te Throckmortom Tom Green U ton Uvalde Val Verde Ward Wheeler Wichita Wilba er Winkler Yoakum Youn Zavala ~', BTA 10t: Dallas-Fort Worth, TX FIPS Coun 48113 Dallas County 48439 TartantCounty 48085 Collin County 46121 Denton County 48251 Johnson County 48139 Ellis County 48231 Hunt County 48367 Parker County 48257 Kauhnan County 48213 Henderson County 48349 Navarto County 48363 Palo Pinto County 48097 Cooke County 48223 Hopkins County 48467 VanZandtCounty 48143 Erath County 48221 Hood County 48449 Tihis County 46497 tNu;e County 48397 Rockwall County 48161 Freestone County 48193 Hamilton County 48425 SomerveliCounty 48159 Franklin County 48379 Rains County 2 FUELMAN Licensing Agreement with Barney Holland Oil Company: Proseseing Agesemeatt with Texas Fleet Fuel: ~: EXHIBIT C PRIMARY TERRITORY ~. ~',. t' BTA BTA NAME 27 AUSTIN, TX AUSTIN, TX AUSTIN, TX AUSTIN, TX AUSTIN, TX AUSTIN, TX AUSTIN, TX AUSTIN, TX AUSTIN, TX 441 TEMPLE-KILLEEN, TX TEMPLE-KILLEEN, TX TEMPLE-KILLEEN, TX TEMPLE-KILLEEN, TX lilansgement Agreement with Maero tNt: (included are NM 8 TX counties) F~$' ' ~_-Coumy ~'_ State Groin 1D !35028 Los Alamos County NM 883 !35001 Bemalilb County NM 883 ;35003 Catron County NM 883, 135006 Cibola County NM 883 .35007 Colfax County NM 883 ;35013 Dona Ana County NM 883 135023 Hidalgo County NM 883- 35049 Santa Fe County NM 883 135061 Valencia County NM 883 35057 Torrance County NM 883 ;35055 Taos County NM 883 35053 Socorco County NM 883 135017 Grant County NM 883 !35051 Sierra County NM 883. X35047 San Miguel County NM 883. !35045 San Juan County NM 883: ;35043 Sandoval County NM 883 !35039 Rio Arriba County NM 883 '.35033 Mora County NM 883 FIPS COUNTY STATE 48021 BASTROP TX 48031 BLANCO TX 48053 BURNET TX 48055 CALDWELL TX 48209 HAYS 7X 48287 LEE TX 48299 LLANO TX 48453 TRAVIS TX 48491 WILLIAMSON TX 48027 BELL TX 48099 CORYELL TX 48281 LAMPASAS TX 48331 MILAM TX 3 ~^ 135031 McKinley County NM 883 ;35029 Luna County !NM 883 148241 Jasper County TX 883 !48457 Tyler County TX 883 ;48403 Sabine County TX 883 ;48361 Orange County ~TX 883 !48199 Hardin County TX 883 48141 EI Paso County TX 883 48245 Jefrerson County TX ~ 883 48351 Newton County TX 883 EXHIBIT 3 Copy of Contract Modification Acceptance email dated October 26, 2009 including Letter from F7eetCor dated September 10, 2009. ;insert behind this page a cope of email showing acceptance of conh•act modificatim~ from "1'CPN and letter to TCPiV` from F1cetCor dated September l0, 2IH)9 zision.z Page 8 Page 1 of 1 Mark Roberts From: Phillip Vasquez [PVasquez@tcpn.org] Sent: Monday, October 26, 2009 5:13 PM To: Mark Roberts Cc: Tracee Metterle; Mike Fletcher Subject: FW: Contract #R4729 (Fuel Card Services) Amendment Request Importance: High Attachments: Letter to P Vasquez 9-10-09.pdf Mr. Roberts, TCPN accepts the contract modification request in the attached letter. TCPN appreciates Fuelman and Fleetcor's continued participation in the TCPN Cooperative Purchasing Program. Please let me know if I can be of further service to you or your organization. Respectfully, Phillip J. Vasquez Contract Specialist The Cooperative Purchasing Network (TCPN) Region 4 Education Service Center 7145 W. Tidwell Rd Houston, TX 77092-2096 469-328-7157 www.tcon.org NOTICE: This electronic transmission, including any attachments, is intentled only for the use of the individual or entity to which it is addressed. This transmission may contain information that is confidential, pdvileged and exempt Irom disclosure under applicable law. If you are not the intentled recipient, you are hereby rwtified that any disclosure, copying, tlistnbution or use of any of the infomation contained in This transmission is stdcty PROHIBITED. If you have received this communication in error, please notify the sender immediately by replying to this message and delete this a-mail message Irom your computer. From: Mark Roberts [mailto:MarkRobelts@fleetcor.comJ Sent: Thu 9/10/2009 10:27 AM To: Phillip Vasquez Subject: Contract #R4729 (Fuel Card Services) Amendment Request Mr. Vasquez, Find attached a letter I have prepared requesting a needed amendment in this year's renewal. Now is the best time to get this amendment done as we approach the renewal. Please call me if you have any questions. Thanks, Mark Roberts Director -Account Management, Gov't Bids 8 Contracts Fuelman, a division of FleetCor, the Global Fleet Card Company 543 Cox Road, Suite E Gastonia, NC 28054 (704)271-4022 (800) 877-9019 xt 12511 (toll free VM wlPage) (704)853-1945 Fax Email: markr Oe_etcor.com 10/26/2009 ~' FleetCor f1i° ~ztG:r'I ~~fCt v~3PCl .~. vl rsj3 rllj Via Email to: pvascuezCa tcpn.ora September 10, 2009 Phillip J. Vasquez The Cooperative Purchasing Network 7145 West Tidwell Rd. Houston, TX 77092-2096 Fuelman Ttie Fue:rnanagement Satu`~en RE: Contract # R4729 (Fuel Card Services and Other Related Products), requested Amendment for Convenience Network Pricing and Never Below Fuelman's Cost. Dear Mr. Vasquez, Thank you for the past year allowing FleetCor/Fuelman to provide services through TCPN to participating members. We understand that contract # R4729 expires soon and we hope will renew for another year. As part of this renewal through September 2010, FleetCor requests the following change or amendment be made to the Contract on file with TCPN. 1. Pricing at Convenience Network Sites (Non OPIS Cost-settled Sites). Convenience Network locations are defined as sites accepting the Fuelman Card that are settled based on the retail pump price (not OPIS wholesale prices) and That are determined by FleetCor to be a part of the Fuelman Network solely to provide added convenience to Clients. Since pricing under TCPN Contract #R4729 is based on OPIS wholesale prices (not retail prices), FleetCor reserves the right to never bill Customer at a price below its cost paid to the card accepting merchant and at Convenience Network locations the price shall be based upon the retail price. The current list of merchanfs with applicable Convenience Network Pricing inGudes: • Sinclair brand stations at posted retail price. • ARCO brand stations at posted retail price plus $0.10 per gallon. • Pilot Travel Centers at credit retail price (applicable at diesel island) • Love's Country Stores/Travel Centers at credit retail price (applicable at diesel island) This amendment will eliminate losses to our company that sometimes occur at retail-settled locations, which are a minor yet important part of our Fuelman network. The losses can be problematic and I have been insVucted by senior management to stop the losses. If you have any questions or need to discuss, please call or email me. We request the renewal letter include this amendment. Sincerely, ~~/~~~~i~v~ Mark Roberts Director, Government Bids 8 Contracts 704-271-4022 Direct 704-853-1945 Fax markrCa~fleetcor.com 543 Cox Rd., Suite E ~ Gastonia, NC 28054 ~ 704.271.4022 ~ Fax: 704.853.1945 EXHIBIT 4 F1eetCor Terms and Conditions ~loscrt Copy of FleetCor Terms & Conditions behind this page} ztswn.z Page 9 Exhibit 4: FleetCor Terms and Conditions 1 Definitions. 1.1 Account. "Account" shall mean the internal Fuelman account established for Customer. 1.2 Agreement. "Agreement" shall mean this agreement comprised of the Application (if any), the Approval Letter (if any) and this document containing the Terms and Conditions. 1.3 Application. "Application" shall mean the application, if any, completed by Customer in applying for the Account through Fuelman, and is a part of the Customer Fuel Supply Agreement, of which this is a part. ] .4 Billing Cycle. "Billing Cycle" shall mean the period of time set forth in the Approval Letter or any subsequent notification for which Transactions will be accepted and a Statement for the Account will be provided. 1.5 Card or Cards. "Cazd" or "Cards" shall mean the Fuelman fleet cazd or cards issued to Customer. 1.6 Cardholder "Cardholder" shall mean the person presenting the Card to the Merchant to be used to purchase Fuel and/or Maintenance. 1.7 Customer. "Customer" shall mean the business entity identified in the Application, and is the party to the Customer Fuel Supply Agreement of which this is a part. 1.8 Customer's Representative. "Customer's Representative" shall mean the person(s) identified as Customer's representative on the Application. 1.9 Driver ID. "Driver ID" shall mean the personal identification number issued to the Customer by Fuelman for use with a Cazd to authorize a particular Transaction. 1.10 Due Date. "Due Date" shall mean the date upon which payment from Customer is due to Fuelman as stated on Fuelman's Statement to Customer. 1.1 I FleetCor. "FleetCor" shall mean FleetCor Technologies Operating Company, LLC, the company which owns the Accounts and in whose favor all Obligations of Customer under this Agreement flow. 1.12 Fuelman. "Fuelman" shall mean Fuelman, the division of FleetCor administering the Cazd(s) and Account. 1.13 Fuel. "Fuel" shall mean any combustible material dispensed by volume that is purchased with a Cazd. 1.14 Guarantods). "Guarantor" shall mean the person(s) identified on the Application, if any, that guarantees Customer will comply with this Agreement and pay all amounts owed to Fuelman. 1.15 Maintenance. "Maintenance" shall mean any non-Fuel product or service for a vehicle that is purchased with a Cazd (e.g., oil, wiper blades, fluids, towing, roadside assistance, parts, supplies, tires, oil changes, brakes, glass, exhaust systems, transmissions, and repair services). BR.549487.3 1.16 Merchant. "Merchant" shall mean a third party that operates retail locations providing Fuel and/or Maintenance in the Fuelman network. 1.17 Merchant Location. "Merchant Location" shall mean a Merchant's Fuel and/or Maintenance site that is participating in the Fuelman network, such that a Card may be used to purchase Fuel and/or Maintenance at such site. 1.18 Miscellaneous. "Miscellaneous" shall mean any non-vehicle related product or service that is purchased with a Card (e.g., food, drink, magazines, cigazettes, lottery tickets). 1.19 Obligations. "Obligations" shall mean all outstanding sums owing to Fuelman by Customer, including, without limitation, reimbursement for petroleum products obtained through Fuelman, payments for any products or services obtained using the Card(s), and interest, penalties, fees, report delivery, reporting, Account Charges, service charges, costs and expenses (including attorneys' fees) and all other obligations under this Agreement or otherwise. 1.20 Statement. "Statement" shall mean the billing statement provided at the end of each Billing Cycle. 1.21 Terms and Conditions. "Terms and Conditions" shall mean the terms and conditions contained in the Agreement and any other electronic or paper document presented to the Customer by or on behalf of Fuelman in connection with this Agreement (e.g. the physical cazd, driver instructions, site guides, reports, billing/statement inserts, application, and web site). In the event of a conflict between any such other document and this Agreement, this Agreement will control unless specifically provided otherwise in the other document. ] .22 Transaction. "Transaction" shall mean any individual purchase with a Card. 2 Account Administration and Card Issuance. 2.1 Government Regulation. Neither Customer nor any Guarantor of the Account shall (a) be or become at any time, and are not currently, subject to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Fuelman from making any advance or extension of credit to Customer or any Guarantor of the Account or from otherwise conducting business with Customer or any Guarantor of the Account, or (b) fail to provide documentary and other evidence of Customer's identity or the identity of any Guarantor of the Account or person to whom Customer gives a Card, as may be requested by Fuelman at any time to enable Fuelman to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. 2.2 Credit Limit. Upon Fuelman's approval of the Customer's Application, Fuelman will establish an aggregate spending limit for all the Cards issued to Customer under the Account (the "Credit Limit") based on Fuelman's evaluation of the Customer's creditworthiness. The initial Credit Limit will be provided to Customer in [he Approval Letter. Fuelman reserves the right to increase or decrease this Credit Limit at any time with or without providing notice to Customer. 2.3 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 13 for more information regarding Customer responsibilities. 2 BR.549487.3 2.4 Cancellation of Cards. If, at any time, for any reason, Customer desires to cancel any particulaz Card, but not the Account, Customer's Representative must notify Fuelman 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 Fuelman receives notice of such Card cancellation. 2.5 Suspension of Cards. Fuelman, 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 Fuelman to monitor the use of any Cazd, and, as described in this Agreement, Customer is solely responsible for the use of any outstanding Cards. 2.6 Suspension of Account. Fuelman, at its sole discretion, may suspend or terminate the use of an Account at any time for any reason, including, but not limited to, inactivity, unusual activity, 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. Fuelman reserves the right to charge up to a fifty dollar ($50) fee for Account reinstatement each time a previously suspended Account is reinstated. Services Provided 3.1 General Services. Fuelman shall provide the following services to Customer under this Agreement: 3.1.1 Issue to Customer the Cazds upon Fuelman's approval of the Application. 3.1.2 Maintain a network of Merchant Locations for Fuel and Maintenance where Customer may make purchases with Cards pursuant to this Agreement. 3.1.3 Provide an online directory to identify accepting Merchant Locations. 3.1.4 Maintain an authorization control system to verify [hat a Card being presented for payment is valid/active and that the Driver ID being used is valid/active for that particular Card. In addition, individual Card-level spending limits can be established by the Customer for each product category (e.g., Fuel, Maintenance supplies, Maintenance services, Miscellaneous). 3.1.5 Issue management reports and billing Statements to Customer showing details of all posted Card Transactions during the Billing Cycle. 3.2 Ancillary Products and Services. Fuelman reserves the right to make certain ancillary fleet management related products and services (e.g., emergency roadside assistance) that are delivered by other vendors/companies available to the Customer for purchase on Cards. For the purpose of reporting the Transactions, these ancillary products and services are considered Maintenance. The act of requesting the ancillary product or service with a valid Card and Driver ID, via a unique toll free phone number or web URL, establishes spending approval up to the maximum authorized amount established for that ancillary product or service regard]ess of the spending limit in effect for the Card. The unique toll free phone number or web URL and the maximum amount authorized for each ancillary product or service will be communicated to Customer as part of the introduction of each new ancillary product or service and can also be obtained from Fuelman's customer service representatives at the Fuelman Help Desk. 3 BR.549487.3 3.2.1 Preventative Maintenance Program. Preventative maintenance alerts and reporting are available according to certain available parameters. Fuelman reserves the right to charge up to ten dollars ($10.00) a week per Account with a maximum of forty dollars ($40.00) per week per Customer for all Accounts. 3.2.2 Roadside Assistance for Unattended Vehicles. Through an association with a third party, Fuelman may offer roadside assistance for vehicles, including towing services. The services may not be available for unattended vehicles. The personnel of any such third party provider are not the agents or employees of Fuelman and Fuelman shall not be responsible for the products or services rendered by such third party, or for any other liability or damage which arises from the action or negligence of the personnel of the third party, its agents or its employees. 3.3 Inability to Overate. Fuelman shall have no responsibility for any person(s) or machine(s) rejection of or refusal to honor a Card. Customer agrees there shall be no liability to Fuelman or any other company or entity, if for any reason any Merchant or Merchant Location should fail to allow the purchase of Fuel or Maintenance, fail to authorize Transaction(s) or fail to operate in any other manner, even though a Card is valid. 3.4 WARRAN'T'Y DISCLAIMER. FUELMAN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL FUELMAN ACCOUNTS, PRODUCTS, AND SERVICES ARE PROVIDED ON AN AS-IS BASIS. Purchases. 4.1 Use of Cards. Customer may use the Cazds at any participating Merchant Location for the purchase of Fuel, Maintenance, or Miscellaneous items. To use a Cazd the Customer should follow the directions for purchase established at the particulaz Merchant Location. 4.2 Title. As between Customer and Fuelman, title to Fuel purchased with the Card passes from Fuelman to Customer when the Cardholder dispenses Fuel (when fuel leaves the fuel dispensing nozzle), except as otherwise provided by applicable law. Title to any non-Fuel product or service purchased with the Cazd passes directly from the Merchant to Customer when the Cazdholder receives such non-Fuel product and/or service. Fuelman takes no title to Maintenance or Miscellaneous items. 4.3 Verification of Merchant Locations. Customer acknowledges that not all retail locations selling Fuel and Maintenance accept Fuelman's Cards. If Customer is uncertain as to whether a location is able to accept the Cards, Customer should visit the online site locator at www.fuelman.com or contact Fuelman's 24x365 Authorization Center at 800-877-9013. 4.4 Convenience Network Pricing Never Below Cost. Fuehnan reserves the right to charge for the use of select sites that are solely part of the Fuelman Network to provide convenience to Customers. The added charge to use these sites will be based upon Fuelman's cost and will not exceed ten cents ($0.10) per gallon above the posted retail price. Under no circumstance will Customer's price be below Fuelman's cost. 4 BR.549487.3 5 Safety. 5.1 Safe Fueline Operation. Customer shall instruct all persons to whom Customer provides a Card for purchasing Fuel in safe and proper fueling procedures. Customer will ensure that everyone using a Card issued in the name of Customer is instructed in applicable safety measures. 5.2 Safetv Laws and Notices. Customer shall comply, and Customer shall cause its employees and agents to comply, with all applicable local, state, and federal laws and regulations pertaining to the dispensing and use of Fuel at Merchant Locations as well as all safety notices posted by Merchants. 6 Representations and Warranties. Customer represents and warrants to Fuelman as of the date of the Application and on the date of each extension of credit under this Agreement that: 6.1 Customer will use the Cards solely for commercial purposes and shall strictly prohibit any personal use by the users of its Cazds. 7 Conditions To Extension Of Credit. Any extension of credit under this Agreement shall be subject to, and conditioned upon, satisfaction of the following requirements: 7.1 Fuelman's receipt of a duly executed counterpart of the Application by Customer and, if requested, the Guazantor, in form and substance acceptable to Fuelman in its sole discretion; 7.2 Outstanding amounts due, including any applicable fees as described in this Agreement, are paid by Due Date. Any amount not paid by the Due Date is subject to Late Fees (Section 8.2) and Finance Chazges (Section 8.4); and 7.3 After giving effect to any requested extension of credit, the aggregate outstanding balance owing on the Account (outstanding Account balance and unbilled Trnnsactions) shall not exceed Customer's Credit Limit, as determined by Fuelman from time to time in its sole discretion. 8 Billing & Payments 8.1 Applving Pavments. Fuelman uses a "balance-forward" based accounting system. Therefore, all payments made by Customer to Fuelman will be applied accordingly against the outstanding amount due at the time the payment is received. Subject to applicable law, we will apply and allocate payments and credits among balances owed by Customer (whether for purchases, fees, interest, or otherwise) in any order and manner detemuned by Fuelman in its sole discretion. Customer agrees that Fuelman has the unconditional right to exercise this discretion in a way that is most favorable or convenient to Fuelman. 8.2 Late Pavments. All payments made by Customer to Fuelman that aze not received by the Due Date are considered late. Fuelman reserves the right to chazge the lesser of fifty dollars ($50) or the maximum amount allowable by applicable law for each late payment. 8.3 Annual Percentage Rate. The Annual Percentage Rate for purchases is thirty two percent (32%), which corresponds to the daily periodic rate of 0.0877%, or the maximum amount allowed by applicable law, whichever is less. The daily periodic rate is the annual percentage rate divided by three hundred sixty-five (365). The "applicable law" as defined in this Section 8.3 shall mean the law of the state reflected in the Customer's mailing address as reflected on the Customer's Statement. 88.549487.3 8.4 Finance Charges. If Customer's Statement is paid in full every Billing Cycle by the applicable Due Date, the Account will not incur Finance Charges. Finance Chazges begin to accrue for each purchase as of the date the purchase is added to the Account. If payment in full of the Total Balance Due shown on the Statement for a Billing Cycle is credited to Customer's Account by the Due Date shown on that respective Statement, then Finance Charges will not accrue for purchases from the date on which payment in full of that Total Balance Due is credited to Customer's Account, provided the Total Balance Due of the next Statement attributable to such purchases is paid by the Due Date reflected in such next Statement (interest due because Customer does not pay in full the Total Balance Due of the next Statement will be reflected in the fallowing Statement). In addition, Finance Charges will not accrue for purchases during a Billing Cycle if the Total Balance Due shown on the Statement for the prior Billing Cycle is zero ($0) or a credit balance, provided the Total Balance Due of the next Statement attributable to such purchases is paid by the Due Date reflected in such next Statement (interest due because Customer does not pay in full the Total Balance Due of the next Statement will be reflected in the following Statement). 8.5 Insufficient Funds. If a check, credit cazd chazge, or EFT/ACH is returned or denied, Fuelman reserves the right to charge the lesser fifty dollars ($50) or the maximum amount allowable by applicable law for each occurrence. Delivery Methods. Fuelman offers several different methods for delivering Statements and the standard fleet management report: 9.1 Via US Mail. Fuelman reserves the right to charge up to ten dollars ($10) for each mail delivery of each report. Customer with failed fax and email deliveries will be charged the mail delivery rate for any resubmission of the reports via mail, performed at Fuelman's discretion. 9.2 Via Facsimile. Fuelman reserves the right to chazge up to five dollars ($5) for each fax delivery of each report. Mailed resubmissions will be charged at the mail delivery rate described in Section 9.1. 9.3 Via entail with .ndf attachment. Email with .pdf attachment delivery is free of charge. Mailed resubmissions will be chagged at the mail delivery rate described in Section 9.1. 9.4 Via entail with URL link to ndf attachment. Email with U1iL link to .pdf attachment is free of chazge. Mailed resubmissions will be charged at the mail delivery rate described in Section 9.1. 10 Optional Fleet Management Reports. Fuelman produces a variety of optional fleet management reports, including YTD summaries, Maintenance-specific reports, driver-specific reports, and tax reports. Fuelman reserves the right to charge Customer a fee of up to fifteen dollars ($15) for delivering each of these optional reports. 11 Change In Terms And Conditions. Fuelman may change the Terms and Conditions of this Agreement at any time by giving Customer written notice of such amendment. Guarantor agrees to be bound by any such changes, if written notice is given to Customer. Such changes will go into effect as outlined in the change notice. If permitted by applicable law, such changes will apply to existing balances as well as future purchases and balances. Any modification of or amendment to this Agreement will be delivered to Customer through U.S. mail at the address Customer provided to and periodically provides updates to Fuelman. Fuelman will also insert a message along with a Statement indicating that an amendment to this Agreement is pending, so that Customer may request a copy of the amendment if it did not receive the amendment through the U.S. mail. If Customer formally requests a copy of the amendment, Fuelman will deliver said amendment to Customer BR.549487.3 through certified mail with return receipt confirmation. All initial amendment notifications will be sent to Customer in advance of the effective date thereof or earlier as required by law. Customer shall be deemed to have accepted such amendments by continued use, after the effective date of the amendment, of any of the Card(s) issued to Customer. Notwithstanding any of the foregoing provisions of this Section, Fuelman retains the right to change credit limits for the Account or to suspend, cancel, or terminate the Account or any Card without prior written notice and Customer and Guarantor acknowledge and agree that Fuelman may take such actions without notice. 12 Dispute Resolutiou. 12.1 Disputed Transactions. To dispute any Transaction on Customer's Statement, Customer must notify Fuelman in writing as set forth below within fifteen (15) days of the date of Customer's Statement. Fuelman will promptly investigate the matter and respond to Customer within sixty (60) days after receiving written notice. Notice should be sent to: FUELMAN, P. O. Box 924138, Norcross, GA 30010, Attention: Customer Service. Fuelman shall not be responsible for and Customer shall waive any discrepancies or disputes that Customer does not report to Fuelman in writing within fifteen (15) days after the date of Customer's Statement. 12.2 Disputed Transaction Notices. Customer may report any dispute to Fuelman by telephone. However, telephone notice will not preserve Customer's rights or otherwise serve as effective notice under this Agreement. Customer must put in writing any dispute regarding a Transaction on Customer's Statement. Customer's letter must include the following information: name; Account number; date of the Statement; dollaz amount and identification of the Transaction(s) in question; and any possible explanation of the error. 12.3 Dispute Resolution. The parties agree that they will work in good faith to resolve any disputes arising under this Agreement. If the dispute cannot be resolved by the parties, then at Fuelman's sole discretion, the dispute will be resolved by binding azbitration in Atlanta, Georgia in compliance with the American Arbitration Association's commercial arbitration rules or by litigation in accordance with Section 20. The foregoing does not prohibit either party from seeking injunctive relief without first complying with this Section. Customer will reimburse Fuelman for all of its costs and expenses (including collections and attorney's fees and costs) incurred in connection with enforcing any of Fuelman's rights under this Agreement. To accommodate the right to arbitrate, Customer agrees that Customer will neither assert, nor participate in, a class action or other representative action or proceeding related to this Agreement, the Account, the Cards or any other aspect of Customer's relationship with Fuelman. 13 Security, Loss, Theft Or Unauthorized Use Of Card 13.1 General Security. Each Card can be programmed to only allow Fuel or both Fuel & Maintenance services such as oil changes, vehicle washes, eta Typically each Transaction is authorized with the Card nuinber, 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 aze subject to each Merchant Location's POS Authorization Limitations described in Section 13.9. 13.2 Fuelman's Liability. In the event an unauthorized Transaction occurs, subject to the limitations and Customer responsibilities explained in this Section 13, and in the event that the Account has been issued fewer than ten (10) Cazds, Fuelman will assume full responsibility for those purchases. 7 BR.549487.3 If the Account has been issued ten (10) or more Cards, Customer assumes all liability and responsibility for unauthorized Transactions or Account activity. 13.3 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 Cazds 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 regulaz 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 avalid/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 entail exception alerts to identify potential purchasing discrepancies. Customer should instruct its Cazdholders to keep any record of their Driver ID separate from the vehicle's Cazd. 13.4 Lost or Stolen Cards. Customer shall report all lost or stolen Cards to Fuelman immediately via phone call or email to Fuelman's Customer Service department identifying the Card number and such other details concerning the loss or theft of the Cards as aze known by Customer. Customer shall be liable for all Transactions made by lost or stolen Cards until midnight of the day that Fuelman receives Customer's notice of such lost or stolen Cazds. 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. 13.5 Tem3inated Drivers. It is the Customer's responsibility to lock a terminated driver's Driver ID as explained in Section 13.3. 13.6 Miscellaneous Product Purchase Limitations. In addition to the vehicle-related product categories (Fuel, Maintenance supplies, and Maintenance services) a Cazd can be allowed to purchase non- vehicle related items under the Miscellaneous product category. If a Customer does not want to allow non-vehicle related purchases, Customer should set each Card's Miscellaneous product category spending limit to zero dollars ($0). Fuelman assumes no responsibility for any unauthorized Miscellaneous purchases. 13.7 Tax Reporting Limitations. Fuelman calculates applicable taxes for Fuel. Applicable taxes for Maintenance and other non-Fuel purchases aze dependent on the information provided to Fuelman by the applicable Merchant Location. 13.8 Merchant Limitations. The personnel (if any) at a Merchant Location aze not the agents or employees of Fuelman and Fuelman 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. 13.9 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 Memhant 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 8 BR.549457.3 will be identified as an exception on the Customer's standard fleet management report and reported via email if desired by Customer. 13.10 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 Customer 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. Fuelman will not accept any claims for defective Miscellaneous. 14 Contacts and Notices. 14.1 Fleet Contact. The "Fleet Contact" listed on the Application is authorized to provide Fuelman with the information necessary to establish Customer's Account records and Cards, including, but not limited to vehicle, driver and card user related information. Fuelman is authorized to send all account information and Customer's Cards to the Fleet Contact's attention. 14.2 Accounts Payable Contact. The "Accounts Payable Contact" listed on the Application is authorized to provide Fuelman with payment information about payments on the Account. This contact may be the same person as the Fleet Contact and will be Fuelman's primary contact in the event that the Account becomes delinquent or exceeds the assigned Credit Limit. 15 Maximum Lawful Rate. In no event shall any Finance Charges or other rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Customer and Fuelman, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Customer is and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from Customer in excess of such legal maximum amount, whenever received, shall be applied to reduce the principal balance of the Obligations hereunder to the extent of such excess. 16 Credit Reporting Agencies. Customer and Guarantor(s) authorize Fuelman to report to any commercial credit reporting agency, Customer's or Guarantor's performance under this Agreement, including but not limited to Dunn & Bradstreet, Experian Business or Equifax Credit Information Services. If the Account is personally guaranteed, Fuelman reserves the right to report Account information to consumer credit reporting agencies, including but not limited to Equifax Credit Information Services, Experian and TransUnion. Customer and Guazantor have the right to notify the consumer reporting agencies not to use its respective credit report in connection with a credit transaction it did not initiate. To do so, contact Equifax Credit Information Services, P.O. Box 740123, Atlanta, GA 3 0374-0 1 23; Experian, P.O. Box 919 Allen, TX 75013; and TransUnion, P.O. Box 97328, Jackson, MS 39288-7328; or Customer and Guazantor may notify all three agencies by calling 1-888-567-8688. 17 Limitation of Liability. FUELMAN 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, GUARANTOR, OR THIRD PARTIES, AND WHETHER ARISING IN BR.549487.3 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 FUELMAN LIABLE FOR ANY DIItECT DAMAGES, FUELMAN'S LIABILITY IN THE AGGREGATE FOR SUCH DIRECT DAMAGES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO FUELMAN FOR THE MONTH PRECEDING THE DATE ON WHICH THE CLAIM AROSE. 18 Indemnification. To the maximum extent allowed by law, Customer (the "Indemnitor") will indemnify and hold harmless Fuelman and its affiliates, directors, officers, employees, and agents (the "Indemnitees") from and against any and all third party claims, losses, damages, suits, fees, judgments, costs, and expenses (collectively referred to as "Claims"), including attorneys' fees incurred in responding to such Claims, that the Indemnitees may suffer or incur arising out of or in connection with (a) the Indemnitor's (or its employees' or agents') negligence, willful misconduct, or breach of any representation, warranty or other obligation under this Agreement; or (b) any personal injury (including death), damage to property, or environmental clean-up and related costs, resulting from the Indemnitor's or its employees' or agent's acts or omissions. The Indemnitees will give prompt notice of any Claim to the Indemnitor, who will defend the Indemnitees at the Indemnitees' request. 19 Nondisclosure. Fuelman may provide to Customer access to confidential and proprietary information regarding Fuehnan's business, business plans, pricing and reimbursement policies, and other issues ("Confidential Information."). Customer will keep all Confidential Infom~ation in strict confidence and not disclose or use the Confidential Information during the term of this Agreement and for five (5) years thereafter, provided that for any Confidential Information deemed to be a "trade secret," Customer shall protect and not disclose or use such Confidential Information for so long as such Confidential Information is considered a trade secret. This Agreement shall also be considered Confidential Information and Customer will not disclose its terms except as permitted by Fuelman. Customer will inform its employees and agents as to the confidential and proprietary nature of the Confidential Information to which they may be exposed and take all necessary actions to ensure that such employees and agents keep such information strictly confidential. Customer will return any Confidential Information upon request from Fuelman. Customer agrees that any disclosure of Confidential Information would cause irreparable harm for which monetary damages may not be a sufficient remedy, so Fuelman will be entitled to seek all remedies and damages available at law and in equity, including but not limited to injunctive relief, without the posting of a bond. 20 Governing Law, Venue and Jurisdiction. Except as provided in Section 8.3 above, this Ageement will be governed by the laws of the State of Georgia, without regard to its conflicts of laws principles. Each party agrees that any legal proceeding brought by it in any way arising out of this Agreement must be brought in the United States District Court for the Northern District of Georgia or in the state courts of the State of Georgia located in Gwinnett County, and each party submits to the sole and exclusive jurisdiction of such worts. THE PARTIES HEREBY WANE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. 21 Force Majeure. Except for payment obligations, neither party is liable for delays or failures in performance of any obligation under this Agreement due to a cause beyond its reasonable control. 10 BR.549487.3