210000001162.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

Contract Number MA210000001162

C O

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WHEELS INC

1299 Zurich Way

Schaumburg IL 60173

Robel Rezene

224-202-2718 robel.rezene@wheels.com

CV0017028

ST

AT

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Pr og ra m

M an ag er

William Sundholm DTMB

517-927-5030

SundholmW1@michigan.gov

C on tr ac t Ad m in is tr at or Patrick Turcotte DTMB

517-730-8798 turcottep@michigan.gov

CONTRACT SUMMARY

FLEET MANAGEMENT SERVICES

INITIAL EFFECTIVE DATE

October 1, 2021

INITIAL EXPIRATION DATE

September 30, 2026

INITIAL AVAILABLE OPTIONS

3 - 1 Year

EXPIRATION DATE BEFORE

September 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

September 30, 2027

CURRENT VALUE

$684,000,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$684,000,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective July 29, 2026, the first option year available on this contract is hereby exercised. The revised contract expiration date is September 30, 2027.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

FLEET MANAGEMENT SERVICES

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 1, 2021 September 30, 2026 3 - 1 Year September 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1299 Zurich Way

Schaumburg IL 60173

Robel Rezene

224-202-2718 robel.rezene@wheels.com

CV0017028

WHEELS INC

C O

N

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SundholmW1@michigan.gov

Patrick Turcotte

5177308798

DTMB

William Sundholm DTMB turcottep@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

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Change Notice Number 5

Contract Number MA210000001162 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$375,000,000.00 $309,000,000.00 $684,000,000.00

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 11/4/2025, this contract is hereby increased by $309,000,000.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 11/4/2025.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

William Sundholm

SundholmW1@michigan.gov

Patrick Turcotte

517-730-8798 turcottep@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program

M anager

DTMB

WHEELS INC

1299 Zurich Way Schaumburg IL 60173

Robel Rezene

224-202-2718 robel.rezene@wheels.com

CV0017028

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CONTRACT SUMMARY

FLEET MANAGEMENT SERVICES

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE October 1, 2021 September 30, 2026 3 - 1 Year September 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other NoYes

Contract Number MA210000001162 to

WHEELS INC

666 Garland Place Des Plaines IL 60016

Jack Leffler

224-567-1394 jleffler@wheels.com

CV0017028

C U

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Change Notice Number 4

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$375,000,000.00 $0.00 $375,000,000.00

DESCRIPTION

Effective 8/12/2025, please note the Contract Administrator has been changed to Patrick Turcotte.

Please note the Contractor contact has been changed to Robel Rezene. The Vendor address has been updated as well.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 210000001162 cischker@Michigan.gov

Roy Cischke

Yvon Dufour jleffler@wheels.com

Jack Leffler

Des Plaines, IL 60016

WHEELS LLC

CV0017028

224-567-1394

666 Garland Place

(517) 249-0455 S

T A

T E

P ro g ra m a n a g e r

C o n tra ct

A d m in istra to r

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N T R A C T O

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517-322-5148

DTMB

dufoury@michigan.gov

$375,000,000.00

October 1, 2021 September 30, 2026

FLEET MANAGEMENT SERVICES

September 30, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $375,000,000.00

Effective 6/10/2024 telematics services and related pricing shall be added to this contract (see attached). All other terms, conditions, specifications and pricing remain the same. Per agency request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

Wheels doc 5 (5.29.24)

THIRD CHANGE NOTICE

TO

CONTRACT NO. 210000001162

The State of Michigan (the “State”) and Wheels, LLC (“Contractor”) hereby agree that the above referenced contract (the

“Contract”) shall be amended as follows:

1. Addition of Connected Vehicle Services Program.

1.1. In Schedule A, Section 1.1 “REQUIREMENTS, SERVICES, DELIVERABLES” of the Contract, the following new

Section “J. Connected Vehicle Services Program” is hereby added to the end thereof:

J. CONNECTED VEHICLE SERVICES PROGRAM.

(i) Overview. Pursuant to the Connected Vehicle Services Program (the “CVS Program”), Wheels will coordinate with an applicable third-party vendor, currently Geotab (the “CV Provider”), in order to enable the State to order or engage, as applicable, cameras, telematics, GPS technology and on-board diagnostics (OBD) and other connected vehicle devices (individually, a “Unit”:

and collectively, “Units”) which will collect and transmit selected vehicle data (“Vehicle Data”) for use in the manner described in this clause (collectively, the “CV Services”). As used in this Agreement, the term “Unit” shall include, without limitation, Units that are physical devices that are installed in a vehicle and modems built-in to a vehicle by the applicable manufacturer (“OEM

Unit”) which, in either case, gather Vehicle Data and integrate with the CV Provider and Contractor.

(ii) Installation, Activation & De-Activation. For Vehicles in the field, upon request from the State, Wheels will coordinate with the CV Provider to arrange for the installation of Units for the State.

(iii) Web Access. The State will access connected Vehicle Data through a link on the Wheels website to the

CV Provider’s web tools. The State understands that Wheels will provide a link from Wheels’ website to the CV Provider’s website, but that Wheels assumes no responsibility for the availability of data on the CV Provider’s website.

(iv) Level 1 Support. Wheels will provide support for the CVS Program as set forth herein at no extra cost to the State. Support is limited to answering the State’s phone calls, invoicing, arranging for activation or deactivation of Units, training, and implementation. Telephone support by qualified personnel on the basic use and maintenance of the connected vehicle Units will be provided via a toll-free telephone number weekdays from 8:00am to 5:00pm Eastern Time (national holidays excepted).

(v) Wheels’ Obligation-Risks of Failure. Wheels’ obligation concerning the provision of the CV Services is limited to arranging for activations, installations and deinstallations as needed, administration and billing. Wheels assumes no responsibility for the quality of data provided by the CV Provider, the quality or operation of any Unit, or the installation or deinstallation of any Unit.

Wheels will work on the State’s behalf to address any such issues with the Connected Vehicle Provider.

(vi) Sole Agreement; No Outstanding Claims. The State agrees that the provisions set forth in this Section J are independent of and not conditional upon any other agreement between the State and any other person or entity (including the CV Provider) concerning the maintenance or operation of the Units to be used by the State. The preceding sentence notwithstanding, the CV

Provider’s user agreement and terms shall apply to the State’s use of the CV Provider’s services and are attached as Exhibit 2 to this Schedule A. No OEM Units will be activated until the State agrees to the user agreement and terms of such OEM.

(vii) Termination. For all Units: The State may Terminate a Unit at any time at no cost, and the State shall provide Wheels with written (electronic) notification of any requested terminations at least three business days in advance of the desired termination date.

(viii) Taxes and Fees. The State agrees, upon written notice from Wheels or the CV Provider, to pay all taxes and fees charged, assessed or levied by any governmental agency or any public utility in connection with the State’s use of any Unit.

(ix) Pricing/Payment. The State agrees to pay Wheels for the Services as follows:

(a) Each month, Wheels will bill the State for all Units in accordance with the pricing set forth in Attachment 1 to Schedule

B of the Contract. Wheels will also bill the State for hardware and accessories, installation, deinstallation and monthly service, as set forth in Attachment 1 to Schedule B of the Contract, and the State will pay for such charges in accordance with the terms of the Contract. Wheels will bill all charges in arrears, and such billing will be based on billing data received from the CV Provider.

(b) The pricing applicable to a Unit, any related hardware, and the monthly service fee for such Unit may be changed by

Wheels at any time upon written notice to the State and consent thereto by the State, 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

FLEET MANAGEMENT SERVICES

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 1, 2021 September 30, 2026 3 - 1 Year September 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1299 Zurich Way

Schaumburg IL 60173

Robel Rezene

224-202-2718 robel.rezene@wheels.com

CV0017028

WHEELS INC

C O

N

TR

A C

TO

R

SundholmW1@michigan.gov

Patrick Turcotte

5177308798

DTMB

William Sundholm DTMB turcottep@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

A

TE

Change Notice Number 5

Contract Number MA210000001162 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$375,000,000.00 $309,000,000.00 $684,000,000.00

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 11/4/2025, this contract is hereby increased by $309,000,000.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 11/4/2025.

DTMB Central Procurement Services Agency

Date

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA210000001162

FOR THE CONTRACTOR:

WHEELS INC

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

(x) Liability. Wheels will not be liable in connection with (a) access to a vehicle provided to any driver that has been assessed based on Vehicle Data; and (b) the provision or failure to provide any notifications or consents regarding the CVS Program.

1.2. The parties agree that this Change Notice shall add (a) the CVS Program as described in Section 1.1. hereof to the Services selected by the State to the Contract; and (b) the CV Provider’s user agreement, attached hereto and made a part hereof as Exhibit

A (together with Attachment 1 and Attachment 2 attached thereto), to Exhibit 2 of Schedule A of the Contract, and that on and after the Change Notice Effective Date, all terms, covenants and provisions of the Contract shall apply to the CVS Program and the CV

Provider’s user agreement, as well as all other Programs selected by the State, as if the CVS Program and the CV Provider’s user agreement described herein had originally been set forth in Schedule A to the Contract and selected by the State.

2. Section 32 General Indemnification. In Section 32 “General Indemnification” of the Standard Contract Terms of the Contract, the last paragraph is hereby deleted in its entirety and replaced with the following:

“For the avoidance of doubt, the indemnification obligations of the Contractor set forth in this Section 32

“General Indemnification” of the Contract, shall not apply to (i) the EV Public Charging Services or any services provided by an electric charging vendor to the State, and/or (ii) the Connected Vehicle Services

Program or any services provided by a CV Provider (as defined in Section J of Schedule A). In addition, for the avoidance of doubt, the provisions of Section 8(b) of the Contract apply to each electric vehicle that is leased under the applicable Lease and to each vehicle enrolled in the Connected Vehicle Services Program.”

3. Section 34 Limitation of Liability. In Section 34 “Limitation of Liability and Disclaimer of Damages” of the Standard Contract

Terms of the Contract, the last paragraph is hereby deleted in its entirety and replaced with the following:

“THE STATE UNDERSTANDS AND AGREES THAT CONTRACTOR IS PROVIDING BILLING AND

ADMINISTRATIVE SERVICES TO THE STATE RELATED TO (i) EV PUBLIC CHARGING

SERVICES PROVIDED BY AN ELECTRIC CHARGING VENDOR TO THE STATE, AND (ii) THE

CONNECTED VEHICLE SERVICES PROGRAM OR ANY SERVICES PROVIDED BY A CV

PROVIDER (AS DEFINED IN SECTION J OF SCHEDULE A), THAT CONTRACTOR IS NOT

RESPONSIBLE FOR THE SERVICES PROVIDED BY ANY OF SUCH VENDORS, AND THAT IN NO

EVENT SHALL CONTRACTOR OR ANY AFFILIATE OF CONTRACTOR BE LIABLE FOR ANY

DAMAGES OF ANY NATURE RESULTING FROM ANY ACT OR OMISSION OF ANY OF SUCH

VENDORS OR ANY OTHER THIRD PARTY RELATING TO THE EV PUBLIC CHARGING

SERVICES OR THE CONNECTED VEHICLE SERVICES PROGRAM.”

4. New Section B in Attachment 1 to Schedule B. Section B. Electric Vehicle Charging Billing and Administration Services

Pricing (as provided in Change Notice #1) is hereby deleted in its entirety, and the Section B. Additional Services Pricing, attached hereto and made a part hereof as Exhibit B, is hereby inserted in lieu thereof.

5. Contract Remains in Full Force and Effect. Except as specifically set forth in this Change Notice, all the terms and conditions of the Contract shall remain in full force and effect and the Contract, as amended by this Change Notice, is hereby ratified and reaffirmed in all respects.

tials_WheelsDonlen1/ /Initials_WheelsDonlen3/EXHIBIT A

CONNECTED VEHICLE PROVIDER USER TERMS

Government End Use of Geotab Products

A. Exclusive Property of Geotab – Geotab in-vehicle telematics hardware, software (including, without limitation, application programming interfaces), services and other products, including updates and upgrades thereof (collectively “Products”) are protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Except for the rights granted to the government customer or ordering agency (the “Customer”) under the contract to which these terms are incorporated (the “Contract”), and notwithstanding any conflicting terms of the Contract or reference to the “sale” of Products to the Customer, all rights, title, and interest

(including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Products and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by

Geotab and its licensors, and Geotab has and retains the exclusive ownership to such Products and any and all materials owned or licensed to Geotab including, but not limited to, all software, licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Geotab under the Contract, whether incorporated in a Product or necessary to use a Product (collectively, “Geotab Property”). Geotab Property will be licensed to the Customer as set forth in this Contract or a Customer-approved license agreement: (i) entered into as an attachment to this

Contract; (ii) obtained by the Customer from the applicable third-party vendor; or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement.

B. License – Geotab grants Customer a limited, revocable, non-exclusive right to use any software, firmware and intellectual property (collectively, “software”) embodied in Products solely for

Customer’s own internal business purposes and solely in connection with Customer’s use of our or other compatible in-vehicle telematics devices, on the condition and so long as Customer complies with all terms and conditions of the Contract, including these additional terms. Except as otherwise provided herein, such rights are non-assignable, non-transferable and non-sublicensable. Customer may not extract, copy or use the software in connection with any other product or for use on any other device.

C. Restrictions - Products may contain technological measures (including the ability to disable the equipment, software, services, or other Product) designed to prevent the illegal usage of software or other violations of the Contract or applicable law or regulation (“protective measures”). The Customer agrees that, to the fullest extent permissible by applicable law, it shall not:

i. remove or attempt to remove any marks, labels, or legends from Products;

ii. circumvent or attempt to circumvent protective measures;

iii. disclose, transfer, or transmit in any manner any services, software, or other copyrightable or licensed elements of Work whether temporarily or permanently;

iv. modify, adapt, translate, reverse engineer, decompile, disassemble, or convert into human readable form any software elements of Products;

v. use Products in a manner that violates laws or rights of others;

vi. use Products as part of a fail-safe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems, munitions or weapons;

vii. engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide services;

viii. provide third parties with access to Products; and

ix. attempt, or cause, permit, or encourage any other person to do any of the foregoing.

The Customer must comply with all applicable federal and state laws, rules, and regulations in effect or hereafter established, including without limitation laws applicable to discrimination and unfair employment practices, and export control laws of the United States of America, and shall not export or re-export any Products directly or indirectly, or allow use of Products, in contravention of such laws or regulations.

D. Updates and Patches - Geotab may, from time to time, cause software updates to be automatically installed with or without prior notification to the Customer or provide updates through Geotab’s website.

The Customer consents to such automatic installations and agree to use only the updated version once it has been installed.

E. Ownership and Use of Vehicle Data - Geotab claims no ownership of any vehicle data that the Customer generates or associates using Products installed in their particular vehicles (“Individual Vehicle Data”) and which the Customer transmits or processes using Products. The Customer agrees that, both during and after the initial term and each renewal term of the Contract:

i. Geotab may process and transmit Individual Vehicle Data to provide, maintain, and improve its products and perform obligations under this Contract and applicable laws;

ii. Geotab may, in furtherance of such purposes, based on certain non-position data elements in vehicle databases related to this Contract (such as vehicle VIN), and from time to time in certain jurisdictions, query databases maintained by reputable third party providers for additional information on a confidential basis;

iii. Geotab may, in accordance with its data analytics policy (a copy of which shall be made available to the Customer upon request), compile, store and use aggregated data and system usage information to monitor and improve

Geotab’s products and for the creation of new products, provided that (a) aggregated data used by Geotab in this manner will no longer be associated with a device and will not be Individual Vehicle Data, and (b) Geotab will not attempt to disaggregate the data or re-associate it with a device without consent of the Customer, as applicable, or unless (1) legally compelled to do so, or (2) required for safety or troubleshooting purposes.

F. Geotab Use of Feedback - The Customer agrees that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that the Customer provides or which is made available to Geotab or Subcontractors may be used by Geotab to modify, enhance, maintain and improve its products and shall become the exclusive property of Geotab without any obligation or payment to the

Customer whatsoever.

G. Security - The Customer agrees that they will be solely responsible for keeping all user identifications and passwords (“Login Credentials”) secure, and promptly notifying Geotab if any Login Credentials have been, or are suspected to have been, compromised. Geotab will be entitled to treat all communications, instructions and transactions as authorized if Login Credentials are used, unless the

Customer has notified Geotab of compromise or unauthorized use. Geotab shall have the right to terminate or suspend Login Credentials if it suspects fraudulent or unauthorized activity.

H. Safety - The Customer acknowledges and agrees that:

i. certain vehicles and installation configurations require professional installation, additional equipment or vehicle modifications;

ii. improper installation can lead to short circuits, damage to Products or vehicles, malfunction of vehicle systems or controls, and risks including the risk of fire and death or significant injury to persons and property;

iii. installation of any Products ordered on a self-install basis will be at the sole risk of the Customer, mitigation of all potential hazards will be the responsibility of the Customer, and Geotab will have no liability to the Customer or any other person associated with a failure to install Products in accordance with Geotab installation documentation, applicable laws, vehicle manufacturer requirements and recommendations, and industry standards.

The Customer agrees to comply with all safety-related instructions communicated by Geotab, including removing

Products from a vehicle if Geotab determines that the vehicle is not suitable for the use of Products.

I. Third Party Provider Terms - The Customer acknowledges that use of the Products includes the use of third party systems and services, including without limitation: telecommunications facilities and services, cloud storage services, mapping data services, and posted speed limit data services. Use of the

Products may include the use of OEM systems and services. To the extent that provision of Products in connection with this Contract involves the use of third party systems or services, the Customer agrees to the third party terms set out at the following links, which terms are incorporated by reference into and form part of the Contract and contain license and use limitations; limitations of liability; disclaimers;

choice of law, arbitration and forum selection clauses; and other important terms and conditions that affect the rights and obligations of the Customer:

i. wireless provider terms are and will be set out at Attachment 1; and

ii. other provider terms (including OEM, cloud storage, mapping and posted road speed provider terms) are and will be set out at Attachment 2.

ATTACHMENT 1 TO EXHIBIT A – WIRELESS PROVIDER TERMS

By accepting this Geotab End User Agreement, Customer also accepts these Wireless Provider Terms which relate to the wireless services used to transmit Individual Vehicle Data from the device to our servers.

The following terms apply if you have subscribed for wireless communication services (“services”) through Geotab.

“You” means Customer; “us” or “we” means Geotab. References to the “underlying carrier” refer to the provider of the wireless communication services or its reseller, in either case from whom we procure wireless communication services.

1. You acknowledge that the services provided by the underlying carrier are made available only when the Product is in operating range of the facilities of the underlying carrier. In addition, the services of the underlying carrier may be temporarily refused, interrupted, or limited at any time because of: (i) limitations to the underlying carrier facilities; (ii) transmission limitations caused by atmospheric, topographical or other factors outside of the underlying carrier's reasonable control; or (iii) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of the services provided by the underlying carrier.

2. You acknowledge that services may be temporarily suspended or permanently terminated upon little or no notice in the event that our agreement with the underlying carrier is suspended or terminated or in the event of any violation of the underlying carrier’s acceptable use policy or other rules or policies.

3. You acknowledge that: (i) it is possible for third parties to monitor data traffic over the facilities of the underlying carrier and neither privacy nor security can be guaranteed; (ii) the carrier may also monitor (including tracking modem location) and control the use of the wireless services in accordance with applicable law for their own legitimate purposes. For clarity all individual Vehicle Data is encrypted while in transit over carrier networks.

4. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL

RELATIONSHIP WHATSOEVER WITH THE UNDERLYING CARRIER BY VIRTUE OF THIS

AGREEMENT AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT

BETWEEN US AND THE UNDERLYING CARRIER. IN ADDITION, YOU EXPRESSLY UNDERSTAND

AND AGREE THAT THE UNDERLYING CARRIER MAKES NO REPRESENTATIONS OR

WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION REGARDING ROAMING

AVAILABILITY OR COVERAGE AND SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY

OF ANY KIND TO YOU, REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF

CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THE

UNDERLYING CARRIER IS A THIRD PARTY BENEFICIARY OF THESE TERMS, AND MAY TAKE

ANY EQUITABLE OR LEGAL ACTION REQUIRED TO ENFORCE SAME.

5. The SIM card supplied with the equipment may only be used in such equipment and in no other wireless device.

You must not provide, sell or transfer in any manner any SIM card, whether separately or together with any device, to any individual or entity or program, reprogram, or tamper with any SIM card in any manner. You may not resell the service to any other party.

6. You may only roam incidentally to your use of the Products in your country of residence. The foregoing may not apply to services provided by certain underlying carriers.

7. You shall not publish any results of any benchmark or performance tests of the services or any components thereof.

8. The underlying carrier collects information about the approximate location of equipment in relation to its cell towers and the Global Positioning System (“GPS”). The underlying carrier uses that information, as well as other usage and performance information also obtained from its network and the equipment, to provide the services and to maintain and improve its network and the quality of the wireless experience. The underlying carrier may also use location information to create aggregate data from which your personally identifiable information has been removed or obscured. Such aggregate data may be used for a variety of purposes such as scientific and marketing research and services such as vehicle traffic volume monitoring.

9. Services may be restricted or cancelled if there is a reasonable suspicion of abuse or fraudulent use. You are solely liable for charges, costs or damages resulting from any abuse or fraud facilitated by you.

ATTACHMENT 2 TO EXHIBIT A – OTHER PROVIDER TERMS

By accepting the Geotab End User Agreement, Customer also accepts these Other Provider Terms.

In these terms, “we” “us” and “our” mean Geotab and “you” and “your” mean Customer. Our Products contain or function in connection with software, services and other products made or offered by companies that are not affiliated with Geotab, many of which require Geotab to pass through their terms to you and/or require you to accept their terms as a condition to your use of our Products. These Other Provider Terms contain important terms and conditions that affect your rights and obligations. Some of the providers detailed below reserve the right to amend their terms from time to time, as specified below, and by accepting such Other Provider Terms as part of the Geotab End User

Agreement, you agree to accept amended versions of such Other Provider Terms. You agree that it is your responsibility to review, determine applicability and comply with the terms set forth below as well as to check for updates and changed URLs.

A. DATA STORAGE

We use more than one provider for data storage services. Currently we use Google Cloud Platform as our primary cloud data storage provider. As such, your data will be stored on Google’s servers in various locations. The following terms are applicable to data storage services. If you have any questions about where your Individual Vehicle Data is stored, please contact us.

Google Cloud Platform Terms

Consent. You consent to the transmission, storage, use and processing of your data by Geotab and/or Google according to this Agreement using Google’s Cloud Platform. Additionally, you consent to Google processing and storing your data anywhere Google or its agents and sub-processors maintain facilities for which Geotab has contracted, except if you are located in Europe, in which case we have made arrangements to have your data stored on Google servers in

Europe. By using the services, you consent to this processing and storage of your data. Under this Agreement, Google is merely a data processor.

Google Cloud Platform Acceptable Use Policy. You agree to be bound by the Google Cloud Platform Acceptable Use

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Policy may result in immediate removal (and loss) of your data.

U.S. Government Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

B. POSTED SPEED LIMIT DATA

If you are using posted speed limit data provided by HERE, the following terms apply to you.

Copyright. The posted speed limit data (“Speed Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and Geotab Inc. (“Geotab”, “we” or “us”) and our licensors (including their licensors and suppliers) on the other hand.

© 20XX HERE. Copyright notices for specific countries can be found at: https://legal.here.com/terms/general-content-supplier/terms-and-notices/. All rights reserved.

Internal Business Use Only. You agree to use this Speed Data together with our Products and services for the internal business purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes.

Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Speed Data only as necessary for your internal business use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Speed Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of this Speed Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions. Except where you have been specifically licensed to do so by us, and without limiting the preceding paragraph, you may not (a) use this Speed Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

https://cloud.google.com/terms/aup https://legal.here.com/terms/general-content-supplier/terms-and-notices/ https://legal.here.com/terms/general-content-supplier/terms-and-notices/

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If you are using map data provided by Google, your use of Google Maps features and content is subject to the then-current versions of the: (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

D. MAPBOX MAP TERMS

If you are using map data from Mapbox, the following terms apply to you.

License to Use Your Data. Limited to the purpose of hosting your content so that mapping services can be provided, you grant Mapbox a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, create derivative works, and store such content and to allow others to do so. This right and license enables Mapbox to host and mirror your content on its distributed platform. You warrant, represent, and agree that you have the right to grant Mapbox these rights.

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EXHIBIT B

ADDITIONAL SERVICE PRICING

Section B. Additional Service Pricing

ELECTRIC VEHICLE SERVICES PROGRAM FEES

Electric Vehicle Public Charging Billing and Administration

Services

$6.00 per electric vehicle in the State’s fleet per month

All transaction costs and any vendor fees for EV Public Charging

Services, including all amounts charged to the EV Public Charging

Payment Tool, such as charges for energy, parking and vendor fees for any free charging transactions, will be passed through to the

State.

Amounts billed for this service will not count towards any rebate calculated pursuant to the State’s Fuel Management Program.

CONNECTED VEHICLE SERVICES PROGRAM1 FEES

Geotab Units (as applicable)

Monthly Service – Pro Plus Self-Installed Bundle Plan (includes

Vehicle Hardware and Harness but not installation) $19.25 per Unit per month

Monthly Service – Pro Plus Plan (includes Vehicle Hardware, Harness and installation) $20.50 per Unit per month

Public Works Add-On Plan $15.75 per Unit per month

Actual shipping and deinstallation charges, if applicable, will be billed to the State at the amounts charged by the CV Provider or de-installer, as applicable. Any additional equipment required due to vehicle type, age or optional configurations may result in additional cost to the State.

1The above pricing is subject to change based on changes in CV Provider and OEM product offerings, pricing, and any applicable tariffs.

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

210000001162Contract Number

WHEELS LLC

N E W

C O

N T R A

C T O

R

666 Garland Place

Des Plaines, IL 60016

Jack Leffler

224-567-1394 jleffler@wheels.com

CV0017028

cischker@Michigan.gov

Roy Cischke

517-322-5148 dufoury@michigan.gov

Yvon Dufour

(517) 249-0455

C o n tra ct

A d m in istra to r

STATE CONTACTS

$375,000,000.00

October 1, 2021 September 30, 2026

FLEET MANAGEMENT SERVICES

September 30, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card Direct Voucher (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $375,000,000.00

Effective 1/10/2023, the following amendment is hereby incorporated into the contract. Section 9 of "Standard Contract Terms" and Section 1.3 of "Schedule A" are hereby modified (see attachment below). In addition, the following amendment is hereby incorporated into the contract. Wheels, Inc. is changed to Wheels, LLC. Wheels, LLC is the successor-in-interest to Wheels, Inc.

The Tax ID has not changed as a result. The Customer Number will remain the same. Key employee contacts have not changed.

All other terms, conditions, specifications and pricing remain the same. Per contractor request and agency agreement, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

P ro g n a g e r

DTMB DTMB

jleffler@wheels.com

Jack Leffler

Des Plaines, IL 60016

WHEELS INC

CV0017028

224-567-1394

666 Garland Place

C U

R R E N

T C

O N

T R A

C T O

R

Change Notice #2 to Contract 210000001162 1

CHANGE NOTICE #2 TO CONTRACT NO. 210000001162 DATED

OCTOBER 1, 2021 BETWEEN THE STATE OF MICHIGAN AND

WHEELS, LLC.

The State of Michigan (the “State”) and Wheels, LLC (“Contractor”) hereby agree that the above-referenced contract (the “Contract”) shall be amended as follows:

Section 9 “Administrative Fee and Reporting” of the Standard Contract Terms of the Contract is hereby deleted in its entirety and replaced with the following:

“Administrative Fee and Reporting. Contractor must pay an administrative fee of

1% on all payments made to Contractor for transactions with MiDEAL members, and other states (including governmental subdivisions and authorized entities).

Administrative fee payments must be made online by check or credit card:

State of MI Admin Fees: https://www.thepayplace.com/mi/dtmb/adminfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales.

Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.”

Section 1.3 “Recall Requirements and Procedures” of Schedule A - Statement of Work of the Contract is hereby deleted in its entirety and replaced with the following:

“Recall Requirements and Procedures Reporting can be set up with the State’s desired frequency, in addition to being available on demand, which summarizes recall activity and status by manufacturer and/or campaign to advise the State fleet administrators of such recall campaigns which Contractor receives notice of that impact State vehicles.

If a manufacturer issues a “stop drive” recall, the Contractor will send an e-mail communication to affected State fleet administrators to facilitate awareness.

The Contractor will assist with scheduling recall-related repairs/services at an authorized repair facility, as requested.

The Contractor’s Driver Services Representatives have visibility to open recall activity, allowing them to remind drivers of open recall campaigns when they call into the Contractor’s help line.”

Except to the extent modified by this Change Notice #2, all terms and conditions of the Contract shall remain in full force and effect.

https://www.thepayplace.com/mi/dtmb/adminfee mailto:MiDeal@michigan.gov

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

210000001162Contract Number cischker@Michigan.gov

Roy Cischke

Yvon Dufour jleffler@wheels.com

Jack Leffler

Des Plaines, IL 60016

WHEELS INC

CV0017028

224-567-1394

666 Garland Place

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-322-5148

DTMB

dufoury@michigan.gov

$375,000,000.00

October 1, 2021 September 30, 2026

FLEET MANAGEMENT SERVICES

September 30, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $375,000,000.00

Effective 5/13/2022, the following amendment is hereby incorporated into the contract. "Standard Contract Terms" shall be amended as per the following attachment. All other terms, conditions, specifications and pricing remain the same. Per contractor request and agency agreement, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

DTMB

Change Notice #1 to Contract 210000001162 1

CHANGE NOTICE #1 TO CONTRACT NO. 210000001162 DATED

OCTOBER 1, 2021 BETWEEN THE STATE OF MICHIGAN AND

WHEELS, LLC. (as successor-in-interest to Wheels, Inc.)

The State of Michigan (the “State”) and Wheels, LLC (as successor-in-interest to Wheels, Inc.)

(“Contractor”) hereby agree that the above-referenced contract (the “Contract”) shall be amended as follows:

1. In the Preamble of the Standard Contract Terms of the Contract, and throughout the Contract, any reference to Wheels, Inc. is now replaced with Wheels, LLC.

2. In Section 32 “General Indemnification” of the Standard Contract Terms of the Contract, the following provision is added as a new last paragraph:

For the avoidance of doubt, the indemnification obligations of the Contractor set forth in this Section 32 “General Indemnification” of the Contract, shall not apply to the EV Public Charging Services or any services provided by an electric charging vendor to the State. In addition, for the avoidance of doubt, the provisions of

Section 8(b) of the Contract Terms apply to each electric vehicle that is leased under the applicable Lease.

3. In Section 34 “Limitation of Liability and Disclaimer of Damages” of the Standard Contract

Terms of the Contract, the following provision is added as a new last paragraph:

THE STATE UNDERSTANDS AND AGREES THAT CONTRACTOR IS PROVIDING

BILLING AND ADMINISTRATIVE SERVICES RELATED TO EV PUBLIC

CHARGING SERVICES PROVIDED BY AN ELECTRIC CHARGING VENDOR TO

THE STATE, THAT CONTRACTOR IS NOT RESPONSIBLE FOR THE SERVICES

PROVIDED BY ANY SUCH VENDOR, AND THAT IN NO EVENT SHALL

CONTRACTOR OR ANY AFFILIATE OF CONTRACTOR BE LIABLE FOR ANY

DAMAGES OF ANY NATURE RESULTING FROM ANY ACT OR OMISSION OF

ANY SUCH VENDOR OR ANY OTHER THIRD PARTY RELATING TO THE EV

CHARGING.

4. In Schedule A, Section 1.1 “REQUIREMENTS, SERVICES, DELIVERABLES” of the

Contract, the following new section “I. Electric Vehicle Charging Billing & Administrative

Services” is added:

I. ELECTRIC VEHICLE CHARGING BILLING & ADMINISTRATION SERVICES

1) Contractor will provide to the State electric vehicle (“EV”) charging billing and administration services (the “EV Public Charging Services”) for EVs as requested by the

State (the “State EVs”). EV charging will be done through a physical card or other electronic payment method specified by Contractor (the “EV Public Charging Payment

Tool”). The EV Public Charging Payment Tool will be suitable for purchasing charging services for State EVs on participating public charging networks. If the EV Public

Charging Payment Tool is a physical card, it is considered a Deliverable, any use of which constitutes Acceptance.

Change Notice #1 to Contract 210000001162 2

2) The EV Public Charging Services will include card or other electronic payment method administration, transaction reporting and integrated fleet billing. Transaction and billing data will be available through FleetView.

3) If the EV Public Charging Payment Tool is a physical card, (a 2” x 1.5” rectangular plastic tag) the State agrees to promptly notify Contractor of lost or stolen cards or suspicious use. Contractor will cancel the cards with card vendors promptly upon request of the State. The State will be liable for charges incurred through the day of cancellation when notice is given during normal business hours or the next business day when notice is given after normal business hours. The State will be liable for charges and misuse of active cards only. Contractor and card vendors will use their best efforts to identify suspicious use of cards, but will assume no responsibility for misuse of active cards. Contractor will bill the State $15.00 for each replacement card provided.

5. In Attachment 1 to Schedule B to the Contract, the following new section “B. Electric Vehicle

Charging Billing and Administration Services pricing” is added:

B. ELECTRIC VEHICLE CHARGING BILLING AND ADMINISTRATION SERVICES

PRICING:

SERVICE FEE

Electric Vehicle Charging Billing and

Administration Services

$6.00 per electric vehicle in the State’s fleet per month

All transaction costs and any vendor fees for EV Public

Charging Services, including all amounts charged to the

EV Public Charging Payment Tool, such as charges for energy, parking and vendor fees for any free charging transactions, will be passed through to the State.

Amounts billed for this service will not count towards any rebate calculated pursuant to the State’s Fuel

Management Program.

Except to the extent modified by this Change Notice #4, all terms and conditions of the Contract shall remain in full force and effect

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000001162 .

between

THE STATE OF MICHIGAN

and

C

N T

R A

C T

R

WHEELS, INC.

S T

A T

E

P ro g n a g e r

Roy Cischke DTMB-VTS

666 Garland Place (517) 322-5148

Des Plaines, IL 60016 cischker@michigan.gov

Jack Leffler C o n tr a c t

A d m in is tr a to r Yvon Dufour DTMB

(224) 567-1394 (517) 249-0455 jleffler@wheels.com dufoury@michigan.gov

CV0017028

DESCRIPTION: FLEET MANAGEMENT SERVICES

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

October 1, 2021 September 30, 2026 3, one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

This contract is for “total cost of ownership” vehicle leasing for State Agencies.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $375,000,000

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT NO. 210000001162

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Wheels, Inc.

(“Contractor”), an Illinois corporation. This Contract is effective on October 1, 2021 (“Effective Date”), and unless terminated, expires on September 30, 2026.

This Contract may be renewed for up to 3 additional one-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” has the meaning set forth in Section 20.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term

“control” (including the terms “controlled by” and “under…