Contract - Voyager Fleet System / US Bancorp - 10/26/2023
NEEDS VENDOR SIGNATURE
CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OFFLEETFUEL CARD SERVICESFUEL CARD SERVICESFUEL CARD SERVICES
WITH
U.S. BANK NATIONAL ASSOCIATION, A SUBSIDIARY OF U.S. BANCORPBANK NATIONAL ASSOCIATION, A SUBSIDIARY OF U.S. BANCORPBANK NATIONAL ASSOCIATION, A SUBSIDIARY OF U.S. BANCORPBANK NATIONAL
ASSOCIATION, A SUBSIDIARY OF U.S. BANCORPBANK NATIONAL ASSOCIATION, A SUBSIDIARY OF U.S. BANCORP
D/B/A “VOYAGER FLEET SYSTEM”
THE STATE OF TEXAS§
§
CITY OF ROUND ROCK§KNOW ALL BY THESE PRESENTS:KNOW ALL BY THESE PRESENTS:KNOW ALL BY THESE PRESENTS:KNOW ALL BY THESE PRESENTS:KNOW ALL BY THESE PRESENTS:
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS§
THAT THIS AGREEMENT for the purchase offuel card services for the City of Round for the City of Round for the City of Round
Rock’s Fleet Department, and for related goods and services (referred to herein as the Fleet Department, and for related goods and services (referred to herein as the Fleet Department,
and for related goods and services (referred to herein as the
“Agreement”), is made and entered into on this the _____ day of the month of _______________, “Agreement”), is made and entered into on this the _____ day of the month of _______________,
“Agreement”), is made and entered into on this the _____ day of the month of _______________,
2021 by and between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose rule municipality, whose rule municipality, whose
offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to
herein as offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as
the “City”), and U.S. BANKNATIONAL ASSOCIATION, A SUBSIDIARY OF U.S. , A SUBSIDIARY OF U.S. , A SUBSIDIARY OF U.S.
BANCORP d/b/a “VOYAGER FLEET SYSTEM, whose offices are located at800 Nicollet Mall,
Minneapolis, Minnesota 55402 (referred to herein as “Vendor”).
RECITALS:
WHEREAS, City desires to purchase fleet fuel card services; and
WHEREAS, City is a member of the Texas Smart Buy Cooperative, a cooperative
purchasing program; and
WHEREAS, Vendor is an approved vendor of the Texas Smart Buy Cooperative; and
WHEREAS, City desires topurchase certain services from Vendor through Texas Smart
Buy Cooperative Contract No. 946-M3 (the “Texas Smart Buy Contract”) as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follow:
R-2023-339
1.01 EFFECTIVE DATE AND TERM
A.This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B.This Agreement shall terminate April 30, 2024.
C.City reserves the right to review the relationship with Vendor at any time, and may
elect to terminate this Agreement with or without cause or may elect to continue.
2.01 CONTRACT DOCUMENTS AND EXHIBITS
The services which are the subject matter of this Agreement and are described inthe Texas
Smart Buy Contract, Exhibit “A,” attached hereto and incorporated herein by reference for all
purposes, comprise the “Contract Documents.”
3.01 ITEMS
he goods and services which are the subject matter of this Agreement are
A.T
described generally in the attached Exhibit “A.”
B.This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
C.Vendor shall satisfactorily provide all deliverables described in Exhibit “A” within
the contract term specified. A change in the Scope of Services or any term of this
Agreement must be negotiated and agreed to in all relevant details, and must be
embodied in a valid Supplemental Agreement as described herein.
4.01 COSTS
A.City agrees to pay for services during the term of this Agreement at the pricing set
forth in Exhibit “A.”
B.The City shall is authorized to pay the Vendor an amount not-to-exceed One
Million Two Hundred Thousand and No/100 Dollars ($1,200,00.00) per year for the term of
this Agreement.
5.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City’s current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
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determined by City’s budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
6.01PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor
will be made within thirty (30) days of the day on which City receivesthe performance, supplies,
materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the
performance of services was complete, or within thirty (30) days of the day on which City receives
a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor
may charge interest on an overdue payment at the “rate in effect” on September 1 of the fiscal year
in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code,
Section 2251.025(b); however, this Policy does not apply to payments made by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B.The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C.There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on the
purchase order or the Agreement or other such contractualagreement.
7.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code.
8.01TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included
in Vendor’s charges.
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9.01ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods or services as specified, City reserves the right and
option to obtain the products from another supplier or suppliers.
10.01 CITY’S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Chad McDowell
Director of General Services
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3191
cmcdowell@roundrocktexas.gov
11.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth in
https://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr_insurance_07.20112.pdf.
12.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party’s intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
13.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for convenience
and without cause, at any time upon thirty (30) days’ written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this Agreement
for cause, upon ten (10) days’ written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate evidenced
in writing by and between the parties.
D. Upon termination, the City remains obligated to pay for all transactions made prior
to the termination, including unpaid balances and fees.
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14.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
B.In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel
during the term of this Agreement.
C.In accordance with 2274, Texas Government Code, a governmental entity may not
enter into a contract with a company with at least ten (10) full-time employees for a value of at
least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision
verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association, and it will not
discriminate during the term of this Agreement against a firearm entity or firearm trade association.
D. In accordance with 2274, Texas Government Code, a governmental entity may not
enter into a contract with a company with at least ten (10) full-time employees for a value of at
least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision
verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement. The signatory executing this Agreement on behalf of Vendor
verifies Vendor does not boycott energy companies, and it will not boycott energy companies
during the term of this Agreement.
15.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives
to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
16.01 NOTICES
All notices and other communications in connection with this Agreement shall be in writing
and shall be considered given as follows:
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1. When delivered personally to the recipient’s address as stated in this Agreement;
or
2.Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient’s address as stated in this Agreement.
Notice to Vendor:
U.S. Bank National Association, a subsidiary of U.S. Bancorp
d/b/a “Voyager Fleet Systems”
800 Nicollet Mall
Minneapolis, MN 55402
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
16.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas), provided
that the parties agree and acknowledge that the loans under the Agreement are made by Issuer in
Utah pursuant to Utah law.
17.01 EXCLUSIVE AGREEMENT
This document, and all appended documents and the Sourcewell Contract and the
Addendum, constitutes the entire Agreement between Vendor and City. This Agreement may only
be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized
by action of the City Manager or City Council.
18.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC
Section 1-14) or any applicable state arbitration statute.
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19.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void. The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
20.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it utilizes reasonable care to employ trained,
experienced and competent persons to perform all of the services, responsibilities and duties
specified herein and that such services, responsibilities and duties shall be performed in a manner
according to generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed
timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible
for its delays or for failures to use best efforts in accordance with the terms of this Agreement.
Where damage is caused to City due to Vendor’s failure to perform in these circumstances, City
may pursue any remedy available without waiver of any of City’s additional legal rights or
remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible, including acts of God, strikes, lockouts, or other industrial disturbances, acts of the
public enemy, orders of any kind from the government of the United States or the State of Texas
or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes,
fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances,
explosions, or other causes not reasonably within the control of the party claiming such inability.
However, notice of such impediment or delay in performance must be timely given and all
reasonable efforts undertaken to mitigate its effects. Nothing herein shall excuse the City from
remitting payment on transactions incurred by the City.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
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Exhibit "A"
Exhibit "A"
Exhibit "A"
Exhibit 1
Exceptions to the Terms and Conditions
1. The Terms and Conditions are amended as set forth below. Except as expressly stated herein, all
other terms of the Contract remain unchanged and are in full force and effect.
1.1 Part A, Section A.4.1.2 (Rebate Calculations) is deleted in its entirety and replaced with the
following:
first day for calculating the rebate begins on May 1, 2017.
1.2 Part A, Section A.4.1.3 (Rebate Calculations) is deleted in its entirety and replaced with the
following:
-1st Quarter: September, October, November;
-2nd Quarter: December, January, February;
-3rd Quarter: March, April, May;
-
1.3 Part A, Section A.4.1.4 (Rebate Calculations) is deleted in its entirety and replaced with the
following:
1.4 Part A, Section A.5
the first sentence of the first paragraph in its entirety and replacing it with the following:
Contract (and any renewal periods or additional extensions) the minimum insurance coverage
1.5 Part A, Section A.6.2.4 (Technical Requirements) is amended by adding the following language
at the end of Section A.6.2.4:
The foregoing does not apply to nightly batch process which allows for account creation and
maintenance. Voyager Batch Processing runs from 7:00 PM Central Time (CT) through
approximately 10:00 PM CT seven days a week. There are no outages during this time as all
§
system functions are available. Scheduled maintenance affecting Voyager Fleet Commander
Online (FCO) availability would be from 2:00 AM CT to 7:00 AM CT Sunday mornings. This
will not affect Voyager Authorization as Base24stand in
for any maintenance outage on the Mainframe. The FCO website would be affected with
scheduled maintenance on a quarterly basis.
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 1 of 8
Exhibit "A"
1.6 Part A, Section A.6.2.4.2.3 (Technical Requirements) is deleted in its entirety and replaced with
the following:
2 hours during Monday to Friday (excluding federal and state holidays), Contractor shall:
-notify CPA promptly, but no later than two (2) hours;
-use commercially reasonable efforts to develop in a timely fashion procedures or routines, for
use by Customers, which, when employed in the regular operation of, or access to, the Program
System, will avoid or substantially diminish the practical adverse effects of the loss of major
functionality to the Program System.
Failure to do both above mentioned actions may result in the assessment of liquidated damages
as set forth in the Schedule of Liquidated Damages (Attachment E), or termination of Contract.
1.7 Part A, Section A.6.2.11.7.1 (Identification and Access Controls for Program System) is amended
by deleting the last bullet point in its entirety.
1.8 Part A, Section A.6.2.11.8 (System Security Reviews and Audits) is deleted in its entirety and
replaced with the following:
The Program System will be subject to security reviews, as required by CPA, before and
throughout the period of performance. The Contractor shall provide necessary information and
access to CPA, as required, to facilitate these reviews. Confidential information cannot be
disclosed except in a setting and manner agreed upon by the parties. Reviews include, but are
not limited to the following:
1.9 Part A, Section A.6.2.11.8.1 (SSAE 16 SOC 2 Type II Audit) is deleted in its entirety and
replaced with the following:
SSAE 16 SOC 1 Type II Audit: CPA requires Contractor to obtain SSAE 16 SOC 2 Type II
annual audits of their internal controls and provide the report to Statewide Contract
Management.
1.10 Part A, Section A.6.2.11.8.2 (Penetration Tests) is deleted in its entirety and replaced with the
following:
Penetration Tests: CPA requires Contractor to obtain annual penetration tests and provide to
Statewide Contract Management a summary of the results, including a plan of actions and
milestones (POAMs) for remediation, which may only be shared in a setting and manner agreed
upon by the parties.
1.11 Part A, Section A.6.2.11.8.3 (System Audits) is deleted in its entirety and replaced with the
following:
System Audits: In order to test, verify, and continuously monitor security compliance, CPA
reserves the right to perform audits of management, operational and technical controls of
ed; Contractor shall
comply with changes to security control review, audit and authorization requirements as they are
updated and agreed upon by the parties.
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 2 of 8
Exhibit "A"
1.12 Part A, Section A.6.2.11.10 (Personal Security) is deleted in its entirety and replaced with the
following:
Personnel Security: To ensure the security of Customer information, Contractor shall, at a
minimum:
establish and maintain a training program for its personnel in security awareness and privacy,
and provide training to all personnel prior to their having access to Customer data in the
Statewide Contract Management within 30 calendar days of contract award.
require Contractor personnel who have access to Customer data have, at a minimum, a
background investigation that includes a criminal background check;
remove access privileges for Contractor personnel for unauthorized, negligent, or
inappropriate and willful actions.
Contractor shall provide verification of compliance with the above personnel requirements at the
request of CPA.
1.13 Part A, Section A.6.4.1.1 (Dedicated Account Manager) is deleted in its entirety and replaced
with the following:
Dedicated/Designated Account Manager:
Contractor shall provide a minimum of 1 Dedicated Account Manager to handle questions
and resolve problems that arise. CPA will allow a minimum of 1 Designated Account
Manager in lieu of a minimum of 1 Dedicated Account Manager. However, CPA, in its sole
discretion, during any period of time during the contract term, reserves the right to require
Contractor to provide a Dedicated Account Manager at no additional cost, if CPA determines
the Designated Account Manager staffing to be insufficient.
The Account Manager must be accessible by direct toll-free telephone numbers (no
extensions), fax and email, located in Texas offices and extremely knowledgeable of all
Friday (excluding Federal and State holidays) from the core hours of 8am to 5pm Central
Time. Each hour that the Account Manager (or alternate) is unavailable in excess of 4 hours
in a calendar day, Monday to Friday (excluding Federal and State holidays) during the core
hours of 8am to 5pm Central Time, may result in the assessment of liquidated damages as
set forth in the Schedule of Liquidated Damages (Attachment E).
The Account Manager shall also be expected to continually promote and increase
participation in the Contract with the CO-OP Program Members during the contract period.
Contractor shall notify CPA, in writing, at least fifteen (15) calendar days prior to any change
of the Account Manager. Failure to provide notice at least fifteen (15) calendar days may
result in the assessment of liquidated damages as set forth in the Schedule of Liquidated
Damages (Attachment E). The foregoing only applies if the Contractor has the fifteen (15)
nation. In instances of short
notice or sudden termination, notice must be provided as promptly as possible or by no later
than the close of business upon day of actual notice.
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 3 of 8
Exhibit "A"
1.14 Part A, Section A.6.4.1.2 (Customer Service Representatives (CSR) is amended by deleting the
last two bullet points in its entirety and adding the following language at the end of Section
A.6.4.1.2:
two (2)
days.
Contractor shall notify CPA, in writing, at least ten (10) calendar days prior to any change of
a dedicated CSR. Failure to provide notice at least ten (10) calendar days may result in the
assessment of liquidated damages as set forth in the Schedule of Liquidated Damages
(Attachment E). The foregoing
does not apply to short notice or sudden termination. In instances of short notice or sudden
termination, notice must be provided as promptly as possible or by no later than the close of
business upon day of actual notice.
1.15 Part A, Section A.6.4.1.3 (Technical Help Desk Members) is amended by deleting the last bullet
point in its entirety and adding the following language at the end of Section A.6.4.1.3:
Contractor shall notify CPA, in writing, at least ten (10) calendar days prior to any change
of the Dedicated Help Desk member. Failure to provide notice at least ten (10) calendar days
may result in the assessment of liquidated damages as set forth in the Schedule of Liquidated
Damages (Attachment E). The foregoing only apply if the Contractor has the ten (10)
notice and does not apply to short notice or sudden termination. In instances of short notice
or sudden termination, notice must be provided as promptly as possible or by no later than
the close of business upon day of actual notice.
1.16 Part A, Section A.6.4.1.3 (Technical Help Desk Members) is amended by deleting the last bullet
point in its entirety and adding the following language at the end of Section A.6.4.1.3:
Contractor shall notify CPA, in writing, at least ten (10) calendar days prior to any change
of the Dedicated Help Desk member. Failure to provide notice at least ten (10) calendar days
may result in the assessment of liquidated damages as set forth in the Schedule of Liquidated
Damages (Attachment E). The foregoing only apply if the Contractor has the ten (10)
notice and does not apply to short notice or sudden termination. In instances of short notice
or sudden termination, notice must be provided as promptly as possible or by no later than
the close of business upon day of actual notice.
1.17 Part B, Section B.1.2.1 (Actual and Perceived Conflicts) is deleted in its entirety and replaced
with the following:
and without independent investigation, also disclose any of its personnel who are current or
former officers or employees of the CPA or who are related, within the third degree by
consanguinity (as defined by Texas Government Code § 573.023) or within the second degree
by affinity (as defined by Texas Government Code § 573.025), to any current or former officers
or employees of the CPA.
1.18 Part B, Section B.1.2.2 (Current and Former CPA Employees) is deleted in its entirety and
replaced with the following:
without independent investigation, neither it nor its employees and subcontractors have an actual
or potential conflict of interest in entering a Contract with CPA. Bidder also represents and
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 4 of 8
Exhibit "A"
warrants that entering a Contract with CPA will not create the appearance of impropriety. In its
Bid, Bidder must disclose any existing or potential conflict of interest that it might have in
contracting with CPA that Bidder is aware of doing without doing any independent investigation.
The requirement to disclose any known actual or potential conflict of interest will continue during
the term of the Contract, and will survive until the end of the recordkeeping requirement in B.7.4.
The CPA will decide, in its sole discretion, whether an actual or perceived conflict should result
in Bid disqualification or Contract termination.
Bidders must comply with all applicable Texas and federal laws and regulations relating to the
hiring of former state employees (see e.g., Texas Government Code Chapters 572 and 573). Such
estrict former agency heads from communicating with or
appearing before the agency on certain matters for two years after leaving the agency. The
revolving door provisions also restrict some former employees from representing clients on
matters that the employee participated in during state service or matters that were in the
1.20 Part B, Section B.5.1 (Appropriations) is deleted in its entirety and replaced with the following:
All obligations of CPA and Customers are subject to the availability of legislative appropriations
and, for Customers expending federal funds, to the availability of the federal funds applicable to
the Contract. Bidder acknowledges that the ability of CPA and Customers to make payments
under the Contract is contingent upon the continued availability of funds. Bidder further
the funding
levels appropriated for each particular appropriation period. CPA and Customers will use all
reasonable efforts to ensure that such RFP funds are available. Bidder agrees that if future levels
of funding for CPA or a Customer are not sufficient to continue operations without any
operational reductions, the CPA, in its discretion, may terminate the Contract, either in whole or
in part, or the Customer, in its discretion, may terminate a pending order under the Contract,
either in whole or in part. In the event of such termination, CPA or Customer will not be
considered to be in default or breach under the Contract, nor will either be liable for any further
payments ordinarily due under the Contract, nor will either be liable for any damages or anyother
amounts which are caused by or associated with such termination. CPA and Customer will make
best efforts to provide reasonable written advance notice to the Bidder of any such Contract or
order termination. In the event of such a termination, Bidder must, unless otherwise mutually
agreed upon in writing, cease all work immediately upon the effective date of termination, either
on that particular order if an order is being terminated, or the Contract, if the Contract is being
terminated. CPA or Customer will be liable for payments limited only to the authorized charges
1.21 Part B, Section B.5.2 (Audit Requirements) is deleted in its entirety and replaced with the
following:
agency, may conduct an audit or investigation of Contractor or any other entity or person
receiving funds from the state directly under the Contract or indirectly through a subcontract
under the Contract at a neutral third party location. The acceptance of funds by Contractor or any
other entity or person directly under the Contract or indirectly through a subcontract under the
of
the legislative audit committee, to conduct an audit or investigation in connection with those
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 5 of 8
Exhibit "A"
funds with reasonable notice to Contractor. Under the direction of the legislative audit
committee, the Contractor or other entity that is the subject of an audit or investigation must
considers relevant to the investigation or audit. The Contract may be amended unilaterally by the
CPA to comply with any rules and proc
and enforcement of Texas Government Code § 2262.154. Contractor must ensure that this
clause concerning the authority to audit funds received indirectly by subcontractors
through Contractor and the requirement to cooperate is included in any subcontract it
awards.
Customers who order under the Contract using federal or grant funds may have additional audit
requirements that are required by law or regulation. Those additional requirements will be
included on the purchase order for that particular order.
1.22 Part B, Section B.5.11 (Refunds) is deleted in its entirety and replaced with the following:
If CPA determines that it or a Customer has overpaid the Contractor under the Contract,
Contractor will refund that amount to the CPA or Customer, depending on the entity that
overpaid. CPA or Customer may offset and deduct the amount of the overpayment from any
amount owing, as a reimbursement, but unpaid to the Contractor. Contractor will apply any
.
If any reimbursement, or a portion of a reimbursement, is disallowed as a result of an audit finding
that the Contractor failed to follow the requirements for the Contract, then the Contractor agrees
that the CPA or Customer may recoup the disallowed amount from funds payable under the
Contract, to the extent the disallowed amount was incurred by the CPA or Customer. If an audit
identifies a disallowed amount after the expiration date of the Contract, CPA or Customer will
send the Contractor notice of the audit results and specifically identify the amount that must be
refunded by the Contractor. Contractor will refund the disallowed amount within 30 calendar
days of receipt of the notice.
1.23 Part B, Section B.7.8.6 (Certification Concerning Restricted Employment for Former State
Officers or Employees under Texas Government Code § 572.069) is deleted in its entirety and
replaced with the following:
ll not employ a former CPA or Customer state
agency employee or state officer who participated in a procurement or contract negotiation for
CPA or Customer state agency involving Bidder within two years after the state officer or
employee left state agency
This certification only applies to former state officers or employees whose state service or
employment ceased on or after September 1, 2015.
1.23 Part B, Section B.7.8.6 (Certification Concerning Restricted Employment for Former State
Officers or Employees under Texas Government Code § 572.069) is deleted in its entirety and
replaced with the following:
and will not employ a former CPA or Customer state
agency employee or state officer who participated in a procurement or contract negotiation for
CPA or Customer state agency involving Bidder within two years after the state officer or
employee left state
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 6 of 8
Exhibit "A"
1.24Part B,SectionB.7.15.3(Executive Head) is deleted in its entirety and replaced with the
following:
e § 669.003, the CPA may not enter into a contract with a
person who employs a current or former Executive Head of a state agency until four years have
passed since that person was the executive head of the state agency. By submitting a Bid,
Bidder certifies that, to the best of its knowledge and without independent investigation,it does
1.25 Part B, Section B.7.21 (Insurance and Other Security) is deleted in its entirety and replaced with
the following:
coverage required specifically by Part A of this IFB and generally to ensure proper fulfillment
of the Contract and its liabilities thereunder. Bidder will insure any of its motor vehicles used to
fulfill its duties under the Contract and ensure that its subcontractors do the same. Such
insurance must comply with Texas statutory requirements and also cover any cargo being
1.25 Part B, Section B.7.25 (Federal, State, and Local Laws, Regulations, and Requirements) is
deleted in its entirety and replaced with the following:
Contractor must comply with all laws, regulations, requirements and guidelines applicable to a
Contractor providing services to the State of Texas as these laws, regulations, requirements and
guidelines currently exist and as they are amended throughout the term of this Contract. CPA
reserves the right, in its sole discretion, to unilaterally amend this Contract throughout its term
applicable federal, state, and local laws and regulations. CPA will notify Contractor of the
changes.
Contractor will indemnify the State of Texas and will pay all direct costs resulting from
1.26 Part B, Section B.7.28 (No Liability Upon Termination) is deleted in its entirety and replaced
with the following:
liable to Contractor for any damages, claims, losses, or any other amounts arising from or
related to termination. However, Contractor may be entitled to the remedies provided in Texas
Government Code Chapter 2260. State of Texas, CPA and Customer will be liable for
1.27 Part B, Section B.7.29 (Felony Criminal Convictions) is deleted in its entirety and replaced with
the following:
Bidder represents and warrants that, to the best of its knowledge and without independent
offense, or that, if such a conviction has occurred, Bidder has fully advised CPA as to the facts
and circumstances surrounding the conviction. If awarded the contract, Contractor has a
continuing duty to amend, supplement, or correct this representation and warranty not later than
ten days after discovering additional information relating to felony criminal convictions of
Contractor or any of its employees. Contractor will not allow any employee convicted of a
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 7 of 8
Exhibit "A"
felony criminal offense to perform tasks related to the contract without such disclosure and
express permission from CPA.
2. The Schedule of Liquidated Damages (Attachment E) is deleted in its entirety and replaced with
the Schedule of Liquidated Damages (Attachment E-1).
RFP No. 304T-17-946M3
Contract No. 946M3-1859
Page 8 of 8
Exhibit "A"
Schedule of Liquidated Damages
Attachment E-1
Contractor and CPA agree and acknowledge that the measure of actual damages to CPA or the State of
Texas as a result
specific performance standards may be difficult or impossible to calculate with precision, depending on the
nature of the default. Consequently, for the failure to fully perform or deliver each of the required service
identified below, CPA may require Contractor to pay the amount indicated below for such service. The
Services listed below are each separately subject to the assessment of liquidated damages. The assessment
of liquidated damages for the failure to perform or deliver any listed Services neither requires nor precludes
the assessment of liquidated damages for any other failure to perform or deliver in accordance with this
Contract. CPA and Contractor agree an event which may result in the assessment of liquidated damages is
not the kind of event that can be cured by the contractor and therefore CPA and Contractor agree that CPA
is not required to give notice or opportunity to cure prior to assessing these liquidated damages.
CPA and Contractor agree and acknowledge that the amounts of liquidated damages set forth in this
Schedule are not intended to be in the nature of a penalty, but are intended to be a reasonable estimate of
the amount of financial loss or damages to CPA in the event of the occurrence of any of the related
categories of listed events. CPA does not waive any right to seek additional relief, either equitable or
otherwise, concerning any breach of contract by Contractor. The failure of CPA to assess liquidated
damages in any instance where CPA is entitled to liquidated damages pursuant to the terms of this Contract
the liquidated damages provisions as set forth below is determined to be unenforceable, the other liquidated
damages provisions not found to be unenforceable shall remain in full force and effect.
CPA also reserves the right to deduct the liquidated damages from any payments owed by CPA or Customer
to Contractor.
An assessment of liquidated damages pursuant to this Schedule E by CPA does not waive or otherwise
affect any other remedy or claim of damages available to CPA pursuant to the contract for any breach or
default by the contractor of the requirements of the contract. If CPA determines, in its reasonable discretion,
that Contractor's failure to perform is continuing unabated or otherwise is likely to significantly and
adversely affect the administration of the Contract or security of the account owners, CPA may elect to
pursue one or more other remedies available hereunder, or under the Contract, including but not limited to,
the termination of the Contract, filing a claim against Contractor's professional liability or other appropriate
insurance coverage or performance bond or any other remedies available to CPA under this Contract, under
applicable law or in equity.
RFP
Section Requirement Measurement Assessment Liquidated Damage
1A.6.2.4 Contractor must provide a Program Any downtime in excess of $250 per hour of
System with 24 hours/7 days/week 2 hours in a 24-hour period, downtime
availability without any downtime in excluding downtime in
excess of 2 hours during any 24 hour connection with the nightly $2000 maximum daily cap
period during Monday to Friday batch process. for same occurrence
(excluding federal and state
holidays), during the contract term,
except for scheduled maintenance for
advance notice.
RFP No. 304T-17-946M3
Schedule of Liquidated Damages (Attachment E-1)
Page | 1
Exhibit "A"
RFP
Section Requirement Measurement Assessment Liquidated Damage
The foregoing does not apply to
nightly batch process which allows
for account creation and
maintenance. Voyager Batch
Processing runs from 7:00 PM
Central Time (CT) through
approximately 10:00 PM CT seven
days a week. There are no outages
during this time as all system
functions are available. Scheduled
maintenance affecting Voyager Fleet
§
Commander Online (FCO)
availability would be from 2:00 AM
CT to 7:00 AM CT Sunday
mornings. This will not affect
Voyager Authorization as Base24,
will stand in for any maintenance
outage on the Mainframe. The FCO
website would be affected with
scheduled maintenance on a quarterly
basis.
2A.6.2.4.2.3 In the event that Contractor fails or is Failure to: $250 per hour of
unable to restore full Program System -notify CPA promptly, but downtime
functionality within 2 hours during no later than two (2) hours
Monday to Friday (excluding federal AND $2000 maximum daily cap
and state holidays), Contractor shall: -use commercially for same occurrence
-notify CPA promptly, but no later reasonable efforts to
than two (2) hours; develop in a timely fashion
-use commercially reasonable efforts procedures or routines, for
to develop in a timely fashion use by Customers, which,
procedures or routines, for use by when employed in the
Customers, which, when employed in regular operation of, or
the regular operation of, or access to, access to, the Program
the Program System, will avoid or System, will avoid or
substantially diminish the practical substantially diminish the
adverse effects of the loss of major practical adverse effects of
functionality to the Program System. the loss of major
functionality to the Program
System.
3.A A.6.4.1.1 Contractor shall provide a minimum Each hour that the Account $250 per hour
of 1 Dedicated Account Manager to Manager (or alternate) is
handle questions and resolve unavailable in excess of 4 $2000 maximum daily cap
problems that arise. CPA will allow a hours in a calendar day, for same occurrence
minimum of 1 Designated Account Monday to Friday
Manager in lieu of a minimum of 1 (excluding Federal and
Dedicated Account Manager. State holidays) during the
However, CPA, in its sole discretion, core hours of 8am to 5pm
during any period of time during the Central Time.
RFP No. 304T-17-946M3
Schedule of Liquidated Damages (Attachment E-1)
Page | 2
Exhibit "A"
RFP
Section Requirement Measurement Assessment Liquidated Damage
contract term, reserves the right to
require Contractor to provide a
Dedicated Account Manager at no
additional cost, if CPA determines
the Designated Account Manager
staffing to be insufficient. In this
either Dedicated Account Manager or
Designated Account Manager.
3.BA.6.4.1.1Contractor must notify CPA in Each failure to provide at $500 per failure to provide
writing, at least fifteen (15) calendar least fifteen (15) calendar
days prior to any change of the
Account Manager. The foregoing
only applies if the Contractor has the
fifteen (15)
apply to short notice or sudden
termination. In instances of short
notice or sudden termination, notice
must be provided as promptly as
possible or by no later than the close
of business upon day of actual notice.
4.AA.6.4.1.2Contractor must provide a minimum Each hour that a Dedicated $250 per hour
of 2 Dedicated customer service CSR or alternate is
representatives (CSRs) or alternate, unavailable in excess of 2 $2000 maximum daily cap
accessible by toll-free phone, fax or hours during the core hours for same occurrence
email to handle questions and of 8am to 5pm Central
customer service matters, Monday to Time during a calendar day,
Friday (excluding Federal and State Monday to Friday
holidays) from the core hours of 8 am (excluding Federal and
to 5 pm Central Time. State holidays).
4.BA.6.4.1.2Provide a minimum of 2 Designated Each hour that a Designated $250 per hour
customer service representatives CSR or alternate is
(CSRs), accessible by toll-free phone, unavailable during in $2000 maximum daily cap
fax, or email to handle questions and excess of 2 hours during a for same occurrence
customer service matters, on 24-hour period during
weekends, holidays and Monday to weekends and holidays.
Friday (excluding Federal and State
holidays) when Dedicated CSRs are
unavailable.
4.CA.6.4.1.2Contractor must address all customer Each failure to address a $250 for each occurrence
service issues customer service issue to
within two (2) days. within
two (2) days.
4.DA.6.4.1.2Notify CPA in writing, at least ten Each failure to provide at $500 for each occurrence
(10)calendar days prior to any
change of a dedicated CSR. Thenotice.
foregoing only applies if the
RFP No. 304T-17-946M3
Schedule of Liquidated Damages (Attachment E-1)
Page | 3
Exhibit "A"
RFP
Section Requirement Measurement Assessment Liquidated Damage
Contractor has the ten (10)
notice and does not apply to short
notice or sudden termination. In
instances of short notice or sudden
termination, notice must be provided
as promptly as possible or by no later
than the close of business upon day
of actual notice.
5.AA.6.4.1.3Provide a minimum of 1 Designated Each hour that a Designated $250 per hour
Technical Help Desk Member or CSR or alternate is
alternate, accessible by toll-free unavailable in excess of 2 $2000 maximum daily cap
phone Monday to Friday (excluding hours during the core hours for same occurrence
Federal and State holidays) from the of 8am to 5pm Central
core hours of 8am to 5pm Central Time during a calendar day,
Time. Monday to Friday
(excluding Federal and
State holidays).
5.BA.6.4.1.3Notify CPA in writing, at least ten Each failure to provide at $500 for each occurrence
(10)calendar days prior to any
change of a Designated Technicalnotice.
Help Desk Member. The foregoing
only applies if the Contractor has the
ten (10)
apply to short notice or sudden
termination. In instances of short
notice or sudden termination, notice
must be provided as promptly as
possible or by no later than the close
of business upon day of actual notice.
6A.6.4.2Maintain a toll-free cardholder Each hour that the toll-free $250 per hour
customer service line operating 24 customer service line is not
hours a day, 365 days a year. available in excess of 2 $2000 maximum daily cap
hours in a 24-hour period for same occurrence
RFP No. 304T-17-946M3
Schedule of Liquidated Damages (Attachment E-1)
Page | 4
EXHIBIT
ͻ!ͼ
Exhibit "A"
A.4.1Rebate Calculations
A.4.1.1Contractor shall remit quarterlypayments to each
in the form of an ancillary . The credit shall be based on
the total spend dollars on fuel, maintenance services and emergency services. The total
spend dollars for a Customer is spend less any returns and credits.
Below is an example of a quarterly rebate calculation:
Quarterly Charge Rebate Basis Points Total Quarterly Rebate
Volume Payments from Contractor
$25,000,000 150 $375,000
A.4.1.2The first day for calculating the rebate for any period of days is defined as the first
customers to review.
A.4.1.3The Rebate period shall be calculated on a 3 month basis with cycle close dateson
September 3rd, December 3rd, March 3rd and June 3rd of each such fiscal year.
A.4.1.4Contractor must pay the quarterly rebate for each quarter by the end of the second
post:
-the payment for the quarter with cycle close date of December 3 will be paid by
January 31 and posted on invoice;
-the payment for the quarter with cycle close date of March 3 will be paid by April 30 and
posted on May
-the payment for the quarter with cycle close date of June 3 will be paid by July 31and
posted on August invoice; and
-the payment for the quarter with cycle close date of September 3 will be paid by
October 31 and posted on Decembe
If late, Contractor shall pay interest to each Customer at the rate set forth in the
Prompt Payment Act, in Section 2251.025 of the Texas Government Code. If an
undisputed Rebate becomes more than 90 days overdue, CPA may terminate the Contract
for cause.
A.4.1.6Each Rebate payment made by Contractor shall be accompanied by a report detailing the
calculations used to determine the amount of the payment.
A.4.1.7Contractor shall provide a method for Customer to verify Rebate calculations.
A.4.1.8Rebate paid to Customer is net of any Credit Losses and upon contract termination, net
of the full outstanding 91 days past due amounts from Customer.
A.4.1.8Credit Loss amounts are only to be deducted from Customer rebates in the respective
fiscal year
A.4.1.9Credit Loss amounts that are recovered by Contractor must be added back to the
calculation of the Customerquarterly rebate payment.
RFP No. 304T-17-946M3
Page A7
Implementation Informiati,on, TX Fleet
ENTITY LEGAL NAME: City af Riound Rock
.............
NAME TO APPEAR ON CARD:
,
n ip exas, Smart'Buy Members,h
f'the
st. recen't annual inancial statements are miore than five
15) Mont'hs old, please, attach the most recent interim financial statements
is well.
Note:Entity's nome on the financial statements must match exactly the Entity's,name on this Application,
Anltllcipa'te,d U0n1h1yCh,a.rqe Volume Fin,anciall Statements Required*? Years,
$501,01001.00, Yes
$5GtO1O.12501000.00 Yes 2
=> $25070010.01 3