SC374_NASPO_Enterprise_PA_ND_Execute.pdf

Exhibit A to NASPO ValuePoint Master Agreement

MASTER AGREEMENT #9408

PARTICIPATING ADDENDUM

NASPO ValuePoint N AS P0

PARTICIPATING ADDENDUM #374

NATIONWIDE CAR RENTAL SERVICES ValuePoint Lead by the State of Oregon (“Lead State”)

Master Agreement #: 9408 Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule ito the Master Agreement

Participating Entity: State of North Dakota

The following Goods or services are included in this Addendum:

• All awarded commodities and services listed on the Contractor page of the NASPO

VoluePoint webs ite as executed through Master Agreement #9408.

Master Agreement Terms and Conditions:

I Scope: This addendum covers the car rental services provided by Contractor under the Enterprise Rent-A-Car and National Car Rental brands, led by the State of Oregon, for use by state agencies and other entities located in North Dakota authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official.

2. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies, institutions of higher institution, political subdivisions and other entities authorized to use statewide contracts in the State of North Dakota. The Participating Entity 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 of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

I Primai-v Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

Contractor Name: Craig Lacko — Regional Sales Manager— Business Rental Development Address: 4041 Airport Center Drive

Palm Springs, CA 92264 Telephone: (415) 290-1369 Fax: (918) 401-8812 Email: Craig.Lacko2@ehi.com

Participating Entity Name: State of ND, Jamie Bostyan Address: 14th Floor Capitol Tower

600 E Boulevard Aye, Dept 012 Bismarck, ND 58505-0310

Telephone: (701) 328-4912 Fax: (701) 328-1615 Email: jbostyan@nd.gov

4. Participating Entity Modifications Or Additions To The Master Agreement

These modifications or additions apply only to Contractor and the Participating Entity.

Participating Entity must check one of the boxes below.

[....j No changes to the terms and conditions of the Master Agreement are required.

[X] The following changes are modifying or supplementing the Master Agreement terms and conditions.

£ Coterminous: The term of this Participating Addendum shall be coterminous with the Master Agreement (Contract Number 9408).

£ Confidentiality: Contractor shall not use or disclose any information it receives from Participating Entity under this Participating Addendum that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Participating Addendum or as authorized in advance by Participating Entity. Participating Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota open records law, North Dakota Century Code (N.D.C.C) ch. 44-04. The duty of Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the term of this Participating Addendum.

1 Compliance with Public Records Laws: Contractor understands that, except for disclosures prohibited in this Participating Addendum, Participating Entity must disclose to the public upon request any records it receives from Contractor. Contractor further understands that any records obtained or generated by Contractor under this Participating Addendum, except for records that are confidential under this Participating Addendum, may, under certain circumstances, be open to the public upon request under the North Dakota public records law. Contractor agrees to contact Participating Entity as soon as reasonably possible upon receiving a request for information under the public records law and to comply with Participating Entity’s instructions on how to respond to the request

8. Spoliation: Contractor shall notify Participating Entity of all potential claims that Contractor is aware of that arise as a result of Contractor’s performance under this Participating Addendum. Contractor shall also take all reasonable steps to preserve all physical evidence and information that maybe relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to Participating Entity the opportunity to review and inspect the evidence, including the scene of an accident

9. Cooperative Purchasing Contract: This Participating Addendum is a cooperative purchasing contract established pursuant to N.D.C.C. § 54-44.4-13. This Participating Addendum is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C ch. 39-04.2. and the International Peace Garden. The Participating Entity 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 Participating Addendum as if each such entity were an original signatory hereto. Participation in this open-ended Participating Addendum is not mandated; therefore, the estimated volume of this Participating Addendum is not known.

10. Governing Law and Venue: This Participating Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Participating Addendum must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction orforum non conven lens.

11. The State hereby acknowledges its responsibility for payment and all other obligations of its employee renters including, without limitation, third party liabilities for damages and injuries arising out of the use or operation of a vehicle rented hereunder consistent with North Dakota law and Contractor’s obligation to provide Damage Waiver and liability insurance coverage pursuant to the Master Agreement Indemnity remains as listed in the Master Agreement fl Insurance: Contractor shall secure and keep in force during the term of this agreement and Contractor shall require all subcontractors, prior to commencement of an agreement between Contractor and the subcontractor, to secure and keep in force during the term of this agreement, from insurance companies, government self insurance pools or government self-retention funds, authorized to do business in North Dakota, or provide as a self-insurer, the following insurance coverages.

a) Commercial general liability for the acts or omissions of its employees, including premises or operations, contractual, and products or completed operations coverages (if applicable), with liability limits of $1,000,000 per occurrence.

b) Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, used or operated by Contractor, with liability limits of $250,000 per person and $1,000,000 per occurrence.

c) Workers compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this contract.

d) Employer’s liability or “stop gap” insurance of not less than $1,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

The insurance coverages listed above must meet the following additional requirements:

a) Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

b) This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an “A-” rating must be approved by the State.

c) The duty to indemnify the State under this agreement shall not be limited by the insurance required in this agreement

d) The state of North Dakota and its agencies, officers, and employees (State) shall be endorsed on the commercial general liability policy on a primary and noncontributory basis, including any excess policies (to the extent applicable), as additional insured. The State shall have all the benefits, rights and coverages of an additional insured under these policies, and its rights under the Agreement shall not be limited to the minimum limits of insurance required by this agreement.

e) The insurance required in this agreement, through a policy or endorsement, shall include:

i. a “Waiver of Subrogation” waiving any right to recovery the insurance company may have against the State;

ii. a provision that Contractor’s insurance coverage shall be primary (i.e. pay first) as respects any insurance, self-insurance or self-retention maintained by the State and that any insurance, self-insurance or self-retention maintained by the State shall be in excess of the Contractor’s insurance and shall not contribute with it;

iii. cross liability/severability of interest for all policies and endorsements;

iv. The legal defense provided to the State under the policy and any endorsements must be free of any conflicts of interest even if retention of separate legal counsel for the State is necessary;

v. The insolvency or bankruptcy of the insured Contractor shall not release the insurer from payment under the policy, even when such insolvency or bankruptcy prevents the insured Contractor from meeting the retention limit under the policy.

1) The Contractor shall furnish a certificate of insurance to the undersigned State representative prior to commencement of this agreement All endorsements shall be provided as soon as practicable.

g) Failure to provide insurance as required in this agreement is a material breach of contract entitling the State to terminate this agreement immediately.

h) Contractor shall provide at least 30-day notice of any cancellation or material change to the policies or endorsements. Contractor shall provide upon request current certificates of insurance during the term of the contract A renewal certificate will be provided 10 days prior to coverage expiration.

jj Alternative dispute resolution — lurv Trial: Participating Entity does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. Participating Entity does not waive any right to a jury trial.

U. Attorney Fees: In the event a lawsuit is instituted by Participating Entity to obtain performance due under this Participating Addendum, and Participating Entity is the prevailing party, Contractor shall, except when prohibited by N.D.C.C. § 28-26-04, pay Participating Entity’s reasonable attorney fees and costs in connection with the lawsuit.

15. Subcontractors: All contactors, dealers, and resellers authorized in the State of North Dakota, as shown on the dedicated Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement The contractor’s dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement.

16. Reauest for Service: Any rental completed by a Participating Entity or Purchasing Entity for car rental services available from this 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.

17. Reporting: Contractor shall provide Participating Entity with reports as requested in the Master Agreement Participating Entity requires quarterly reporting with a fiscal year starting July 1.

iS. Contractor shall provide the car rental services specified by the State of North Dakota at the firm, fixed prices specified in the Master Agreement All references to the State of Oregon in the Master Agreement shall be deemed to refer to the State of North Dakota with the exception of information specific to the State of Oregon such as background information, statistical/factual information, etc.

i9 Notwithstanding anything in the Master Agreement to the contrary, the drop fee for Home City or non-airport in-state one-way rentals (i.e. vehicles picked up and dropped off in the same state) in the State of North Dakota shall be $0.00.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Signature

Participating Entity: Contractor: The Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 to the Master Agreement

Name: Name:

Me-cdikV eñCtns Title: Title:

Date: Date:

ci A&sku* S&xttm.

II/c4z09 .1

For questions on executing a participating addendum, please contact:

State of North Dakota

Jamie Bostyan

Procurement Officer

11-8-2019

Cooperative Development Coordinator: Tim Hay Telephone: 503-428-5705 Email: thaynaspovaIuepaint.org

NASPO ValuePoint

(Please emailfully executed POF copy of this document to PAnaspovaluepointorg to support documentation ofparticipation and posting in appropriate data bases.J