Amendment No. 4, Extension

AMENDMENT NO. 4, EXTENSION

ACS Agreement No. 060-000-11-ACS

Fleet Maintenance Services

This Amendment No. 4 (“Amendment”) to ACS Agreement No. 060-000-11-ACS; Fleet Maintenance Services (“Agreement”), between the State of Florida, Department of Management Services (“Department”) and Automotive Rentals, Inc.(“Contractor”) is effective September 30, 2014. The Department and Contractor are collectively referred to herein as the “Parties.” All capitalized terms used herein shall have the meaning assigned to them in the Agreement, unless otherwise defined herein.

WHEREAS, the Agreement was originally entered on October 1, 2012 with the Contractor to authorize State agencies and other eligible users to make purchases pursuant to terms and conditions of the New York State Contract No. PS63512, and

WHEREAS, the agreement is scheduled to expire on September 30, 2014; and

WHEREAS, the State of New York has extended Contract PS63512 through March 30, 2015,

WHEREAS, upon mutual agreement, the Department and the Contractor agree to amend the Agreement, in accordance with its terms; and

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

1.0Term of the Agreement.

The Parties have agreed to make the term of this agreement coterminous with the term of the New York State Contract PS63512. The ACS Agreement No. 060-000-11-ACS will expire March 30, 2015, unless New York State Contract is extended.

2.0Successors and Assigns.

This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties hereto.

3.0Effect.

Unless otherwise modified by this Amendment, all terms and conditions contained in the Agreement shall continue in full force and effect.

4.0Conflict.

To the extent any of the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall control.

5.0Warrant of Authority.

Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

AMENDMENT NO. 3 FINAL RENEWAL

ACS Agreement No. 060-000-11-ACS

Fleet Maintenance Services

This Amendment No. 3 (“Amendment”), is effective October 1, 2013, or the last date signed by both parties, to ACS Agreement No. 060-000-11-ACS; Fleet Maintenance Services (“Agreement”), between the State of Florida, Department of Management Services (“Department”) and Automotive Rentals, Inc.(“Contractor”). The Department and Contractor are collectively referred to herein as the “Parties.” All capitalized terms used herein shall have the meaning assigned to them in the Agreement, unless otherwise defined herein.

WHEREAS the Agreement was originally entered on October 20, 2010 with the Contractor for the provision of fleet maintenance services, and is scheduled to expire on September 30, 2013; and

WHEREAS upon mutual agreement, the Customer and the Contractor agree to amend the Agreement, in accordance with the its terms; and

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

6.0Contract Amendment.Pursuant to sections 287.057(13) Florida Statutes, ACS Agreement No. 060-000-11-ACS is renewed for a period of one year effective October 1, 2013 and will expire September 30, 2014.

7.0Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Agreement shall continue in full force and effect.

8.0Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall control.

9.0Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

10.0Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

6.0Entire Agreement. Except as expressly modified by this Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations to the parties. This Amendment and the Agreement (including any written amendments thereto), collectively, are the complete agreement of the parties and supersede any prior agreements or representations, whether oral or written, with respect thereto.

AMENDMENT NO. 2

RENEWAL No. 2

To Alternate Contract Source No.: 060-000-11-ACS

Fleet Maintenance Services

This Amendment No. 2 (“Amendment”), effective as of October 1, 2012, to the Fleet Maintenance Services, Alternate Contract Source No.: 060-000-11-ACS(“Contract”) effective as of October 1, 2012, between the State of Florida, Department of Management Services (“Department”) and Automotive Rentals, Inc. (“Contractor”). Department and Contractor are collectively referred to herein as the “Parties.” All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein.

WHEREAS the Department awarded the above referenced Contract to Automotive Rentals, Inc.for the provisions of Fleet Maintenance Services; and

WHEREAS the Parties have agreed to all terms and condition of an executed Amendment No 2; and

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

1.0Contract Amendment. Pursuant to sections 287.057(13), Florida Statutes, the Alternate Contract Source No.: 060-000-11-ACS is renewed for a period of one year at the same terms and conditions, with a new contract expiration date of September 30, 2013.

2.0Terms and Conditions. The existing Terms and Conditions are superseded and entirely replaced with the attached Terms and Conditions.

3.0Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect.

4.0Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control.

5.0Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

State of Florida,Automotive Rentals, Inc.

Department of Management Services:

By: By:

Name: Kelly Loll, C.P.M. Name:

Chief Procurement Officer &

Title: Director of State PurchasingTitle:

Date: Date:

Approved as to form and legality

By: Date:

Office of the General Counsel

Florida Department of Management Services

Amendment 1

to

Alternate Contract Source No.: 060-000-11-ACS

This Amendment, effective October 1, 2011, is by and between the State of Florida, Department of Management Services (Department), Division of State Purchasing (Division), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, Florida 32399-0950, and Automotive Rentals, Inc., (Contractor), and amends Alternate Contract Source No.: 060-000-11-ACS (Contract).

Whereas, the Department awarded the Contract to Contractor for the provision of fleet management and maintenance facilitation pursuant to the State of New York Contract for fleet management services contract #S950190 as amended by PS63512; and,

Whereas, the parties, upon mutual agreement, may renew the Contract, in whole or in part, for a period that may not exceed one yearor the term of the contract; and,

Now therefore, in consideration of the mutual promises contained in the Contract, the parties agree to the following:

1.0CONTRACT RENEWAL

The Department hereby executes its renewal option for a one year period pursuant to Section 287.057(13), Florida Statutes.

2.0Terms and Conditions

Upon the effective date of this Amendment, the contractor shall provide services in accordance with the original contract’s terms and conditions.

3.0INTELLECTUAL PROPERTY

The parties agree that the services provided under this Contract do not include the creation of intellectual property.

4.0PREFERRED PRICE

The Contractor agrees to submit to Department, at least annually, an affidavit from an authorized representative attesting that the Contractor is in compliance with the preferred pricing provision in Section 4(b) of form PUR 1000.

5.0EMPLOYMENT ELIGIBILITY VERIFICATION

Contractor agrees that it will enroll and participate in the federal E-Verify Program for Employment Verification under the terms provided in the “Memorandum of Understanding” governing the program. Contractor further agrees to provide to the Agency, within thirty days of the effective date of this amendment/renewal, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile” screen, which contains proof of enrollment in the E-Verify Program (this page can be accessed from the “Edit Company Profile” link on the left navigation menu of the E-Verify employer’s homepage).

Contractor further agrees that it will require each subcontractor that performs work under this contract to enroll and participate in the E-Verify Program within ninety (90) days of the effective date of this amendment/renewal or within ninety (90) days of the effective date of the contract between the Contractor and the subcontractor, whichever is later. The Contractor shall obtain from the subcontractor(s) a copy of the “Edit Company Profile” screen indicating enrollment in the E-Verify Program and make such record(s) available to the Agency upon request.

Contractor further agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the Agency or other authorized state entity consistent with the terms of the Memorandum of Understanding.

6.0SCRUTINIZED COMPANIES LISTS

In executing this amendment/renewal, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section 287.135(5), F.S., Contractoragrees the Department may immediately terminate this contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the contract.

7.0CONFLICT

To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract remain in full force.

8.0WARRANTY OF AUTHORITY

Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party.

State of Florida,

Department of Management ServicesAutomotive Rentals, Inc.

By:______By:______

Name: Timothy Gibney, C.P.M., CPPOName:______

Chief Procurement Officer &

Title:_ Director of State PurchasingTitle:______

Date:______Date:______

Approved as to form and legality

By:______

Office of the General Counsel

______

Date

1

ACS Agreement No. 060-000-11-ACS

Automotive Rentals, Inc.

ALTERNATE CONTRACT SOURCE

FOR USE BY ALL ELIGIBLE USERS

TERMS AND CONDITIONS

This agreement (the “ACS Agreement”) is entered into by the Department of Management Services and Automotive Rentals, Inc. (“Contractor”) for the purpose of authorizing and guiding use of New York State Office of General ServicesContract No. PS63512, competitively solicited for and awarded by New York State Office of General Services to Contractors. Pursuant to section 287.042(16), Florida Statutes, the Department of Management Services has evaluated the contract attached hereto as Exhibit B (the "Authorized Contract") and has determined that it is cost-effective and in the best interest of the state to authorize agencies and other eligible users to enter into transactions under the Authorized Contract Vendor. The terms and conditions contained in this Alternate Contract Source Agreement, the Special Conditions in Exhibit A including Price Sheets and all related license documentation, and the Terms and Conditions of the Contract shall apply to all transactions between the Vendor and a Buyer.

1. Scope

State agencies and other eligible users (as defined by Rule 60A-1.005, F.A.C.) (hereinafter collectively referred to as “Customers” or a “Customer”) may make purchases from this ACS Agreement pursuant to the terms and conditions of the Authorized Contract as modified and supplemented herein.

1. Changes and Additions to the Authorized Contract

This Agreement shall become effective the last date signed below, or October 1, 2012 and shall expire on September 30, 2013, unless terminated earlier. DMS reserves the right to cancel this contract at any time by giving 30 days' written notice to the Contractor.

In order to procure services from the Authorized Contract, Customers shall issue purchase orders referencing this ACS Agreement. Customers are responsible for reviewing the terms and conditions of this ACS Agreement and the Authorized Contract attached as Exhibit B. The governmental entity that originally procured the underlying Contract is not a party to this Agreement or any purchase order issued by a Buyer hereunder by a Customer.

1. MyFloridaMarketPlace Registration and Transaction Fee.

In order to complete any transaction between the Eligible User and the Contractor, the Contractor must be registered in MyFloridaMarketPlace. Rule 60A-1.031, F.A.C., is hereby incorporated by reference.

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(23), F.S., all payments shall be assessed a Transaction Fee of one percent (1.0%), which the vendor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the vendor’s failure to perform or comply with specifications or requirements of the agreement.

Failure to comply with these requirements shall constitute grounds for declaring the vendor in default. VENDORS DELINQUENT IN PAYING TRANSACTION FEES SHALL BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE.

1. Contract Reporting Requirements.

The Contractor shall be responsible to submit a Monthly Transaction Fee Report, Quarterly Sales Reports, and an Annual Product Replacement Cycle Matrix to be provided during quarterly business reviews. These reports will be submitted as follows:

Monthly Transaction Fee Report the Contractor is required to submit monthly Transaction Fee Reports in electronic format. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online at the Transaction Fee Reporting and Vendor Training subsections under Vendors on the MyFloridaMarketPlace website (located at Assistance is also available with the Transaction Fee Reporting System from the MyFloridaMarketPlace Customer Service Desk at or 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 5:30 PM Eastern Time.

Quarterly Sales Report. The following data must be reported electronically to the Department on a quarterly basis using a Contract Sales Summary form supplied to the contractor by the Department’s Contract Manager. The electronic report shall include:

• Contractor’s Company Name,
• Contractor’s Company Address,
• Reporting Period,
• Contractor’s Company Contact Person with email address and phone number

• Excel report itemizing each purchase for the period that includes columns for the following information: Part Number/SKU, Item Description/Service Name, Item Category, Item Family, Product Description, Customer Name, Commodity Code (if available), Unit of Measure, Unit of Measure Description, Volume/Quantity, Order Date, Ship Date, List Price, Contract Price, and Additional Fields (if needed).

The reporting periods coincide with the State of Florida’s fiscal year which is July 1st through June 30th of each year. The quarters are divided as follows:

• 1st Quarter – July 1st through September 30th
• 2nd Quarter – October 1st through December 31st
• 3rd Quarter – January 1st through March 31st
• 4th Quarter – April 1st through June 30th

Failure to provide quarterly reports, including no sales, within thirty (30) calendar days following the end of each quarter, or annual EXCEL™ line item reports within thirty (30) calendar days, may result in the default proceeding and/or termination of this contract.

Initiation and submission of the Contract Sales Summaries are to be the responsibility of the Contractor, and supplied without prompting or notification by the Contract Manager. The Contractor will submit the completed Contract Sales Summary forms by email to the Contract Manager as stipulated. The Contract Manager shall distribute at the time of contract formation, in electronic format, the Contract Sales Summary form to be used by the Contractor.

The Contractor shall report to the Department the amount of spend with certified and other minority business enterprises. Reports must include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this contract.

1. The provisions of Section 287.058(1)(a), (c), and (f), F.S. are hereby incorporated by reference. If the transaction involves contractual services, the provisions of Section 287.058(1)(b), (d), and (e), F.S. are also incorporated by reference.

1. The State of Florida’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. The Contractor shall comply with Sections 11.062, F.S. and 216.347, F.S., prohibiting use of funds to lobby the Legislature, Judiciary, or state agencies.

1. The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority.