ELRAC - Enterprise Car Rental

Contract #39195 Amendment #1 Revision Date: 05/30/2019 STATE OF VERMONT The subsidiaries of Enterprise Holdings, Inc. Set forth on Schedule I hereto By: By: Name: Name: Title: Title: Date: Date: STATE OF VERMONT PARTICIPATING ADDENDUM # 39195 FOR NASPO VALUEPOINT PURCHASING PROGRAM: Nationwide Vehicle Rentals Led by the State of Oregon Master Agreement #9408 Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 to the Master Agreement Contractor’s NASPO ValuePoint Webpage: https://www.naspovaluepoint.org/portfolio/travel-nationwide- vehicle-rentals-2019-2025/enterprise-national-rent-a-car/ 1. Parties. This Participating Addendum is a contract between the State of Vermont, through its Department of Buildings and General Services, Office of Purchasing & Contracting (hereinafter “State” or “Vermont”), and the Contractor identified above. It is the

Contractor’s responsibility to contact the Vermont Department of Taxes to determine if, by law, the Contractor is required to have a Vermont Department of Taxes Business Account Number. 2. Subject Matter. This Participating Addendum authorizes the car rental services provided by Contractor under the Enterprise Rent-A-Car and National Car Rental brands pursuant to the Master Agreement identified above, which is hereby incorporated by reference. 3. Definitions. Capitalized terms used, but not defined herein, have the meanings ascribed to such terms in the Master Agreement between the Lead State and the Contractor. 4. Purchasing Entities. This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). The State hereby represents that all such entities authorized to use statewide contracts shall be bound by all of the Terms and Conditions of the Master Agreement and this Addendum as if each such entity were an original signatory hereto. Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. 5. Contract Term. The period of Contractor’s performance shall begin on October 19, 2019 and end upon expiration of the Master Agreement, unless terminated earlier in accordance with the terms of this Participating Addendum or the Master Agreement. An amendment to this Participating Addendum shall not be necessary in the event of the renewal or extension of the Master Agreement. 6. Available Products and Services. All products, services and accessories listed on the Contractor’s NASPO ValuePoint Webpage may be purchased under this Participating Addendum. Contractor’s awarded categories are: a. No Lease Agreements. Contractor is prohibited from leasing to State Purchasers under this Participating Addendum. https://www.naspovaluepoint.org/portfolio/travel-nationwide-vehicle-rentals-2019-2025/enterprise-national-rent-a-car/ https://www.naspovaluepoint.org/portfolio/travel-nationwide-vehicle-rentals-2019-2025/enterprise-national-rent-a-car/ STATE OF VERMONT PARTICIPATING ADDENDUM # 39195 Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 to the Master Agreement Page 2 of 6 7. Requests for Service. Any rental completed by a Participating Entity or Purchasing Entity for car rental services available under the Master Agreement shall be deemed to be a Purchase of Service (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the Request for Service agree in writing that another contract or agreement applies to such Request for Service. 8. Payment Provisions and Invoicing. a. Complete details of pricing, applicable to this Participating Addendum are set forth in the Price File and Pricing Summary Sheets (“Exhibit C”) maintained on-line at Contractor’s NASPO ValuePoint Webpage listed above. b. Purchasing Entities may solicit the Contractor or Distributor for deeper discounts than the minimum contract pricing as set forth in the Price Schedule (e.g., additional volume pricing, incremental discounts, firm fixed pricing or other incentives). c. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. Invoices shall itemize all work performed during the invoice period, including, as applicable, the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment. As applicable, a copy of the notice(s) of acceptance shall accompany invoices submitted for payment. d. Invoices shall be sent to the address identified on the Purchasing Entity’s Request for Service and shall specify the address to which payments will be sent. The State of Vermont Participating Addendum Number and Purchasing Entity’s Request for Service Number shall appear on each invoice for all purchases placed under this Participating Addendum. e. The State Purchasing Card may be used by State Purchasers for the payment of invoices or at the time of the respective vehicle rental transaction. Use of the Purchasing Card requires all required documentation applicable to the purchase. The Purchasing Card is a payment mechanism, not a procurement approach and, therefore, does not relieve State Purchasers from adhering to all procurement laws, regulations, policies, procedures, and best practices. 9. Reporting. Contractor shall submit quarterly reports electronically in the same format as set forth under the Master Agreement, detailing the purchasing of all items under this Participating Addendum. Contractor’s reporting shall state "no activity" for any month in which there is no activity during a quarterly reporting period. a. The reports shall be an excel spreadsheet transmitted electronically to SOV.ThePathForward@vermont.gov. b. Reports are due for each quarter as follows: Reporting Period Report Due mailto:SOV.ThePathForward@vermont.gov STATE OF VERMONT PARTICIPATING ADDENDUM # 39195 Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 to the Master Agreement Page 3 of 6 January 1 to March 31 May 31 April 1 to June 30 August 31 July 1 to September 30 November 30 October 1 to December 31 February 28 c. Failure to meet these reporting requirements may result in suspension or termination of this Participating Addendum. 10. Prior Approvals. In accordance with current State law, bulletins, and interpretations, this Participating Addendum shall not be binding until it has been approved by the Vermont Attorney General’s Office, the Secretary of Administration, and the State’s Chief Information Officer. 11. Amendment. No changes, modifications, or amendments in the terms and conditions of this Participating Addendum shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. 12. Termination. This Participating Addendum may be terminated by the State at any time upon 30 days prior written notice to the Contractor. Upon termination or expiration of this Participating Addendum, each party will assist the other in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. 13. Primary Contacts. The Parties will keep and maintain current at all times a primary point of contact for this Participating Addendum. The primary contacts for this this Participating Addendum are as follows: a. For the Contractor: Name: Craig Lacko Phone: (415) 290-1369 Email: craig.lacko2@ehi.com b. For the State: Name: Bill Vivian Phone: 802/828-4681 Fax: 802/828-2222 Email: bill.vivian@vermont.gov 14. Additional Terms and Conditions. a. Notwithstanding any contrary language anywhere, in no event shall the terms of this contract or any document furnished by Contractor in connection with performance under this contract obligate the State to (1) defend or indemnify Contractor or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or other costs of Contractor or any third party; provided, however, that notwithstanding the foregoing, mailto:craig.lacko2@ehi.com mailto:bill.vivian@vermont.gov STATE OF VERMONT PARTICIPATING ADDENDUM # 39195 Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 to the Master Agreement Page 4 of 6 the State hereby acknowledges its responsibility for payment and all other obligations of its employees/travelers including, without limitation, third party liabilities for damages and injuries arising out of the use or operation of a vehicle rented hereunder. b. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont. Any action or proceeding brought by either the State or the Contractor in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. Contractor irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. Contractor agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State with regard to its performance under this Agreement. Contractor agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial. c. Sovereign Immunity: The State reserves all immunities, defenses, rights or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement. d. False Claims Act: Contractor acknowledges that it is subject to the Vermont False Claims Act as set forth in 32 V.S.A. § 630 et seq. Contractor’s liability to the State under the False Claims Act shall not be limited notwithstanding any agreement of the State to otherwise limit Contractor’s liability. e. Whistleblower Protections: Contractor shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, Contractor shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to Contractor or its agents prior to reporting to any governmental entity and/or the public. f. Fair Employment Practices and Americans with Disabilities Act: Contractor agrees to comply with the requirement of 21 V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Contractor shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by Contractor under this Agreement. g. Set Off: The State may set off against any sums due Contractor hereunder any sums due the State of Vermont as taxes, which setoff shall be in accordance with the procedures set forth in 32 V.S.A. § 3113. STATE OF VERMONT PARTICIPATING ADDENDUM # 39195 Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 to the Master Agreement Page 5 of 6 h. Taxes Due to the State: Contractor certifies under the pains and penalties of perjury that, as of the date this Agreement is signed, Contractor is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont. i. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items. j. Certification Regarding Debarment: Contractor certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Contractor nor Contractor’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in Federal programs, or programs supported in whole or in part by Federal funds. Contractor further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Contractor is not presently debarred, suspended, nor named on the State’s debarment list at: http://bgs.vermont.gov/purchasing/debarment k. Confidentiality: Contractor acknowledges and agrees that this Agreement and any and all information obtained by the State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. l. Marketing: Contractor shall not refer to the State in any publicity materials, information pamphlets, press releases, research reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to third parties except with the prior written consent of the State. m. Non-Appropriation: If an order made under this Participating Addendum extends into more than one fiscal year of the State (July 1 to June 30), and if appropriations are insufficient to support the order, the State Purchaser may cancel the order at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. If the order is funded in whole or in part by Federal funds, and those Federal funds become unavailable or reduced, the State Purchaser may suspend or cancel the order immediately and shall have no obligation to pay from State revenues. n. Continuity of Performance: In the event of a dispute between Contractor and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms. o. State Facilities: If the State makes space available to Contractor in any State facility during the term of this Agreement for purposes of Contractor’s performance under this Agreement, Contractor shall only use the space in accordance with all policies and procedures governing access to and use of State facilities which shall be made available upon request. State facilities will be made available to Party on an “AS IS, WHERE IS” basis, with no warranties whatsoever. p. For the avoidance of doubt, the terms and conditions of the Contractor’s Standard Rental Agreement included as Exhibit F in the Master Agreement, and any other terms and conditions