DAS022_CSP901222_Contract_Rev.pdf

Index No.: DAS022

Eff. Date: 07/01/25

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

MANDATORY USE CONTRACT FOR: STATE OF OHIO FLEET CREDIT CARD SERVICES

CONTRACT NUMBER: CSP901222 EFFECTIVE DATES: 08/01/21 TO 06/30/25

* Renewal through 06/30/28

The Department of Administrative Services has accepted Proposals submitted in response to Request for Proposal (RFP) No.

CSP901222 that opened on 02/03/21. The evaluation of the Proposal responses has been completed. The Offeror listed herein has been determined to be the highest ranking Offeror and has been awarded a Contract for the services listed. The respective Proposal response including, Contract Terms & Conditions, any Proposal amendment, special Contract Terms & Conditions, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS become a part of this Services Contract.

This Requirements Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated, or cancelled in accordance with the Contract Terms and Conditions.

This Requirements Contract is available to all State agencies, State institutions of higher education and properly registered members of the Cooperative Purchasing Program of the Department of Administrative Services, as applicable.

The agency is eligible to make purchases of the contracted services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that department will purchase the volume of services as advertised in the Request for Proposal.

This Requirements Contract and any Amendments thereto are available from the DAS Web site at the following address:

www.ohio.gov/procure

*Indicates a thirty-six (36) month renewal, effective 7/1/25 through 6/30/28

MUTUALLY AGREED UPON TERMS & CONDITIONS

The State of Ohio and U.S. Bank have mutually agreed upon the Terms and Conditions delineated in document #:

CSP901222T&C dated June 11, 2021.

Additionally, the State of Ohio and U.S. Bank have agreed to the following:

A. The State’s program must meet the following conditions to qualify for a Voyager rebate:

1. The File Turn Days Payment Performance for all accounts billing statements is equal to or less than 40 File Turn Days.

2. The net quarterly charge volume is equal to or greater than $250,000.

3. All rebates are net losses.

4. Rebate payments must exceed $3,500 to be paid.

Any payment will be net of charge-offs. Rebate payments, if any, will be made within 60 days after the end of the first and each subsequent quarter. U.S. Bank reserves the right to require a security arrangement of the fleet card program if the client financial condition does not meet the minimum credit guidelines.

B. If the State opts to utilize the Fleet Virtual Pay program, the State agrees that it must meet the following conditions to qualify for a rebate:

1. The File Turn Days Payment Performance for all accounts billing statements is equal to or less than 40 File Turn Days.

2. All rebates are net losses.

3. Rebate payments must exceed $3,500 to be paid.

Any payment will be net of charge-offs. Rebate payments, if any, will be made within 60 days after the end of the first and each subsequent quarter. We reserve the right to require a security arrangement of the fleet card program if the client financial condition does not meet the minimum credit guidelines.

As of November 19, 2021, the State and Contractor agree to the following regarding rebate periods:

Rebate periods shall align with calendar quarters, and the spend volume of the initial rebate period of August 1, 2021, to September 30, 2021, shall be multiplied by a factor of 1.5 to generate the net quarterly charge volume used to calculate the rebate percentage for that one abbreviated quarter. The volume incentive and the speed of payment incentive will be paid only for the actual volume for said abbreviated rebate quarter. U.S. Bank may pay a pro rata portion of any compensation the State of Ohio may have earned under its prior contract.

The State of Ohio and U.S. Bank have mutually agreed upon the Terms and Conditions delineated in document entitled, ADDENDUM TO DAS022 CSP901222 AGREEMENT API LICENSE AGREEMENT. The document shall be incorporated by reference into this contract.

*The State of Ohio and U.S. Bank have mutually agreed upon the removal of all Voyager Maintenance Solution (VMS) language and any reference to it in this contract as it is no longer offered by the Contractor.

*Indicates removal of VMS language

Eff. Date: 11/19/21

FLEET CREDIT CARD SERVICES

DAS022 CSP901222

UNSPSC CATEGORY CODE: 6400, 8016, 8400, 9300

OAKS ITEM #s: 39620 -- Fleet Credit Card Services (EA.)

39621 -- Fleet Credit Card Services (AMT.)

FLEET CARD REBATE:

Performance Incentive: The Contractor shall provide the State the opportunity to earn an incentive payment based on net *quarterly charge volume and speed of payment. The incentive opportunity has two parts that, while calculated separately, are dependent on each other.

Performance Volume Incentive: At the end of each **calendar quarter, the Contractor will calculate the net annual charge volume for the entire State program. The result will be compared to the following performance volume matrix to determine the qualifying incentive opportunity. The Contractor has provided its Basis Points of Sales in the following Table (in two formats):

VOLUME REBATE PERCENTAGE MATRIX:

Minimum Quarterly

Sales Volume Contractor’s

Basis Points (Bps) of Sales Contractor’s Bps of Sales

Divided by 10,000 (show as a decimal)

$3,750,000 through

$9,250,000

190 0.0190

Speed of Payment Incentive: At the end of each **calendar quarter, the Contractor will calculate the speed of payment performance for the entire fleet card program based on file turn days. The Contractor has provided its rebate percentages for associated file turn days as listed below:

EARLY PAY INCENTIVE:

File Turn Days Contractor’s Provided Rebate File Turn Days Contractor’s

Provided Rebate File Turn Days Contractor’s Provided Rebate

0 0.200% 14 0.130% 28 0.060% 1 0.195% 15 0.125% 29 0.055% 2 0.190% 16 0.120% 30 0.050% 3 0.185% 17 0.115% 31 0.045% 4 0.180% 18 0.110% 32 0.040% 5 0.175% 19 0.105% 33 0.035% 6 0.170% 20 0.100% 34 0.030% 7 0.165% 21 0.095% 35 0.025% 8 0.160% 22 0.090% 36 0.020% 9 0.155% 23 0.085% 37 0.015% 10 0.150% 24 0.080% 38 0.010% 11 0.145% 25 0.075% 39 0.005% 12 0.140% 26 0.070% 40 0.000% 13 0.135% 27 0.065%

*Indicates revision from annual to quarterly **Indicates revision from year to calendar quarter

Eff. Date: 08/01/21

Volume Rebate. The Contractor has provided its volume rebate percentages for the associated net quarterly charge volumes as listed below:

Volume Rebate Net Quarterly

Charge Volume Contractor’s Provided

Volume Rebate Percentage

$250,000.00

1.50%

$500,000.00

1.60%

$750,000.00

1.70%

$1,000,000.00

1.80%

$1,250,000.00 through $9,250,000.00

1.90%

All costs must be in U.S. Dollars.

The State will not be responsible for any costs not identified or not allowed.

There will be no additional reimbursement for travel or other related expenses.

Discounts.

MERCHANT MERCHANT DISCOUNT OPPORTUNITIES (Gallon Per Discount) Casey’s General Stores

$0.05

E.G. Group (Certified Oil in Ohio)

$0.03

Thorntons

$0.05

Flyers Energy/Quick Fuel

$0.15

Giant Eagle (Get Go)

$0.05 (Unleaded) $0.08 (Diesel)

Fees.

Feature Fee Standard Features

Card Cost $0.00 Card Replacement Cost $0.00 Transaction fees for maintenance data capturing, coding, etc. [per transaction] $0.00 Electric Vehicle Charging No additional charge per transaction fee Finance Charges—Charged on the Average Daily Balance if balance is not paid in full by the due date shown on the statement.

Fee varies by state

Monthly Fee Waived Insufficient Funds $20.00 per occurence Returned Check $35.00 per occurence Stop Payment $20.00 per occurence

Optional Features Custom Card Logo (Design provided by the State) Waived Paper Statement or Report Waived Expedited Card Delivery Waived

Technology U.S. Bank Voyager Maintenance Solution Service Fee Waived

FLEET VIRTUAL PAY PERFORMANCE INCENTIVE:

U.S. Bank has provided the State the opportunity to earn a performance incentive based on Fleet Virtual Pay volume. The total incentive payment will be paid quarterly.

Performance volume incentive. At the end of each quarter, U.S. Bank will calculate the net quarterly Fleet Virtual Pay volume for the State’s entire fleet program. The result will be compared to the following performance volume matrix to determine the qualifying incentive opportunity.

Fleet Virtual Pay Volume Incentive

Quarterly FVP Volume

Percentage

$0 1.500%

*DISCOUNT INTERCHANGE RATE PROGRAM:

“Discount Interchange Rate Program (DIRP)” means an interchange rate program where the rates assessed on particular transactions are less than the standard rates. Transactions subject to Discount Interchange Rate Programs are established by the Card Networks and may change from time to time without notification to State.

Beginning on the Commencement Date (7/01/25) with this rebate, the Contractor will be paying a 1% Discount Rate on those charges to the State of Ohio. The DIRP definition and grid are shown below.

Pooled Discount Charge Volume Percentage Table

1.0000%

Note: “Ultra Low Network Negotiated Volume” means all Charges with Discount Interchange Rate Programs established by a Card Network with certain merchants where interchange rates are set, in Contractor’s reasonable determination from time to time, below both the standard interchange rates or other Discount Interchange Rate Programs. Voyager Mastercard transactions that have Ultra Low Interchange Rates are not included in the above rebate calculation.

*Indicates the insertion of a new DIRP rate with an Ultra Low Interchange Rate exclusion

Eff. Date: 08/01/21

CONTRACTOR INDEX

CONTRACTOR AND TERMS: CONTRACT NO. CSP901222

213990 Voyager Fleet Systems TERMS: Net 30 12800 Foster Street Overland Park, KS 66213 Website: www.usbpayment.com

CONTRACTOR REMIT TO:

U.S. Bank Voyager Fleet Systems PO Box 412535 Kansas City, MO 64141-2535

CONTRACTOR’S CONTACT(S):

Mark Hess, Office: (612) 436-6544 Relationship Manager, US Bank Voyager Fleet Card E-mail: mark.hess1@usbank.com U.S. Bank National Association 901 Marquette Avenue South Minneapolis, MN 55402 http://www.usbpayment.com/ mailto:mark.hess1@usbank.com

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

*3

07/01/25

This amendment is issued to renew this contract for thirty-six (36) months, effective 7/1/25 through 6/30/28. This amendment also removes all Voyager Maintenance Solution (VMS) language and any reference to it in this contract as it is no longer offered by the Contractor, includes the insertion of a new DIRP rate with an Ultra Low Interchange Rate exclusion and updates the Summary of Amendments Page. All other costs, terms and conditions remain unchanged.

01/06/23

This amendment is issued, upon mutual agreement with Contractor, to revise language in MUTUALLY AGREED UPON TERMS & CONDITIONS and to update the Summary of Amendments Page. All other terms and conditions shall remain unchanged.

11/19/21

This amendment is issued, upon mutual agreement with Contractor, to revise language in MUTUALLY AGREED UPON TERMS & CONDITIONS, revise the rebate periods and to insert the Summary of Amendments Page. All other terms and conditions shall remain unchanged.

*Indicates update to the Summary of Amendments page