1689964681_91598838_Amend_4_Final.pdf

Amendment No. 4

Amendment No. 4 to Master Agreement #9408

This is Amendment No. 4 to Master Agreement 9408, dated September 16, 2019, as amended from time to time (“Master Agreement”) between the State of Oregon, acting by and through its Department of Administrative Services, Procurement Services (“DASPS)”) as the lead state, on behalf of the member states of NASPOValuePoint Cooperative Purchasing Program and other Participating Entities and The Subsidiaries of Enterprise Holdings, Inc. listed on Schedule 1 here to (“Contractor”). This Amendment is effective on the date signed by all parties and upon receipt of all approvals necessary for signing (“Amendment Effective Date”).

RECITALS

The purpose of this Amendment is to:

1. Delete Exhibit C Rate and replace it with Revised Exhibit C.

2. Revise Exhibit B Description of Vehicle Rental Services, sub section 1.18.1

3. Revise Section 17 Payments, sub-Section 17.1

The Master Agreement is amended as follows:

1. Exhibit C Rates of the Master Agreement is deleted and replaced with Revised Exhibit C, effective September 15, 2023.

2. Exbibit B Description of Vehicle Services, sub-section 1.18.1, is amended as follows (new language is indicated in bold and underlining):

1.18.1 Round Trip Rentals:

Contractor shall charge only the MA rates for rental of vehicle at each branch location. Rate includes all charges for reservations, shuttle service, collision/loss damage waiver, standard roadside assistance, liability protection for U.S. rentals and other locations where required by law (and in such circumstances in the minimum amounts required by applicable law) and unlimited mileage.

Rates under the MA are not subject to blackout dates and do not require a minimum rental period.

Applicable weekend/weekly discounts will be calculated and applied.

Rates are base rates; base rates exclude the following:

• fuel for re-fueling,

• optional services or features purchased by Traveler,

• local and state sales and federal excise taxes,

• airport concession fees,

• city surcharges or city differential fees applicable in certain cities,

• legislative or mandated taxes or fees, bond issues imposed by government bodies and similar charges controlled by third party(ies).

Contractor shall itemize those charges as separate line items on the rental agreement and add the charges to the base rate. Where the Purchasing Entity is not exempt from sales taxes on sales within their state, the Contractor shall add the sales taxes on the billing invoice as a separate entry.

Enterprise and National Contractor may charge 33 50 percent of the daily rate for hourly charges up to the cost of the daily rate.

DocuSign Envelope ID: 0F98D396-E501-4CF6-8D81-D967E3E0DB8E

3. Section 17 Payments, sub-section 17.1, is amended as follows (new language is indicated in bold and underlining):

17.1 Direct Billing. If Contractor and Purchasing Entity have agreed to a direct billing arrangement, Purchasing Entity will ensure the direct billing code provided by Contractor is only accessible by Eligible Renters and is not available to or accessible by the general public. In the event Contractor identifies irregular or suspicious rental activity, Purchasing Entity shall cooperate with Contractor to investigate such activity. If Contractor determines in its sole and absolute discretion that such activity is attributable to non-Eligible Renters, then Contractor shall have the right (but not any obligation) to take such actions as may be necessary or appropriate to control the activity, including but not limited to suspending the applicable Participating Addendum and/or cancelling and re-issuing Contract IDs and other direct billing code(s). Except to the extent of fault on the part of Contractor, Purchasing Entity shall be responsible for all amounts owed pursuant to, arising out of, or in connection with a rental by any non-Eligible Renter (including, without limitation, amounts arising from traffic violations, tolls, parking fines and fees, vehicle damage and loss) and shall pay Contractor such amounts pursuant to the provisions of the Contract.

4. Contractor shall comply with the provisions of ORS 652.220 and shall not discriminate against any of

Contractor’s employees in the payment of wages for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another for comparable work, based upon sex. Within thirty (30) days of the Amendment Effective Date, Contractor shall provide to Agency a Pay Equity Compliance Certificate, issued to the Contractor by the Oregon Department of Administrative Services.

5. Contractor certifies, in accordance with ORS 279A.112, that Contractor has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class, as defined by ORS 279A.112 (2)(1)(b). As a material condition of this Master Agreement, Contractor shall maintain, throughout the duration of this Master Agreement, a policy and practice that comply with ORS 279A.112, including giving its employees written notice of the Contractor’s policy and practice.

6. Contractor shall comply with all federal laws applicable to the Contractor and to the Goods or Services to be provided under the Master Agreement, including but not limited to: 40 CFR 1506.5(c) related to potential conflicts. Other than the compensation due under the Master Agreement, Contractor has no financial or other interest in the outcome of the project.

Except as expressly amended above, all other terms and conditions of Master Agreement are still in full force and effect. Contractor certifies that the representations, warranties and certifications contained in the Master Agreement are true and correct as of the Amendment Effective Date and with the same effect as though made at the time of this Amendment.

Certification:

Any individual signing on behalf of Contractor has the authority and knowledge to make the following certifications, and hereby certifies under penalty of perjury:

a. the number set forth in the as set forth below is Contractor correct taxpayer identification number;

b. Contractor is not subject to backup withholding because:

i. Contractor is exempt from backup withholding;

ii. Contractor has not been notified by the IRS that is subject to backup withholding as a result of a failure to report all interest or dividends; or

iii. the IRS has notified Contractor that Contractor is no longer subject to backup withholding.

c. for a period of no fewer than six calendar years preceding the Amendment Effective Date, Contractor has faithfully has complied with and is not in violation of:

i. all tax laws of this state, including but not limited to ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, and 318; and

ii. any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; and

iii. any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and

iv. any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

d. in the event that Contractor is a general partnership or joint venture, that Contractor signature(s) on this Amendment constitute certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this Amendment.

Authorized Signatures:

The undersigned hereby certifies that he or she has the authority to sign on behalf of the Subsidiaries of Enterprise Holdings, Inc. set forth on Schedule 1 hereto.

The Subsidiaries of Enterprise Holdings, Inc.

STATE OF OREGON, acting by and through its Department of Administrative Services, Enterprise Goods and Services

By: By:

Title: Title:

Date: Date:

FEID #

Approved pursuant to ORS 291.047 By: Karen Johnson, via email Assistant Attorney General

Date: July 10, 2023

7/14/2023

Authorized Officer