7200223168TC.pdf

Contract PS69147, Automotive Rentals, Inc.

CENTRALIZED CONTRACT FOR THE ACQUISITION OF

FLEET MAINTENANCE SERVICES (STATEWIDE)

BETWEEN

NEW YORK STATE

OFFICE OF GENERAL SERVICES

AND

AUTOMOTIVE RENTALS INC. dba ARI

CONTRACT NUMBER PS69147

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Contract PS69147, Automotive Rentals Inc.

THIS CENTRALIZED CONTRACT (“Contract” or “Agreement”) for the acquisition of Fleet Maintenance Services (Statewide) is made by and between the People of the State of New York, acting by and through the Commissioner of the New York State Office of General Services (“OGS”), with offices at the 36th Floor, Corning tower, Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242 (“OGS” or “State”), and Automotive Rentals Inc., DBA ARI, with offices at 4001 Leadenhall Road, Mt. Laurel, New Jersey 08054 (“Contractor”). The State and Contractor shall also be individually referred to as “Party” and collectively as “Parties”.

WHEREAS, OGS issued Request for Proposals (“RFP”) # 23168 for Fleet Maintenance Services to create a centralized contract for use by New York State Authorized Users; and

WHEREAS, OGS conducted a competitive process to identify the Bidder(s) which could provide the Fleet Maintenance Services at the best value, which was advertised on October 31, 2019 in the New York State Contract Reporter, as required by New York State Economic Development Law; and

WHEREAS, the State has determined that the Contractor submitted the best-value responsive proposal, that the Contractor is a responsible vendor; and that the Contractor is willing to provide the Fleet Maintenance Services set forth herein under the terms and conditions contained herein.

NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations moving to each Party hereto from the other, the Parties hereby agree as follows:

GROUP 72002 – 23168 Fleet Maintenance Services (Statewide) PAGE 3

Table of Contents

SECTION 1: INTRODUCTION AND GENERAL INFORMATION

1.1 Overview

1.2 Background

1.3 Scope

1.4 Estimated Quantities

1.12 Definitions

1.13 Appendices and Attachments

1.14 Order of Precedence/Conflict of Terms

SECTION 2: QUALIFICATIONS OF CONTRACTOR

2.1 Staffing Plan for Contract

SECTION 3: FLEET MAINTENANCE SERVICES

3.1 Automotive Repair Shops

3.2 Monthly Enrollment Plans

3.3 Per Occurrence Plans

3.4 Customer Service Support Center

3.5 Contract Website

3.6 Reporting

3.7 Data Import and Export

3.8 Fleet Vehicle Identification Card

3.9 Invoicing and Payments

3.10 Contract Exit Strategy

3.11 Additional Fleet Maintenance Services

Section 4: TERMS AND CONDITIONS

4.1 Contract Term and Extensions

4.2 Short term Extension

4.3 Price

4.4 Price Updates

4.5 Best Pricing Offer

4.6 Price Structure

4.7 Ordering

4.8 Purchasing Card Orders

4.9 Minimum Order

4.10 Invoicing and Payment

4.11 Contract Administration

4.12 NYS Financial System (SFS)

4.13 Accessibility of Information Communication Technology

4.14 Data Ownership

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4.15 Insurance

4.16 Report of Contract Usage

4.17 Contractor Requirements and Procedures for Business Participation Opportunities for NYS Certified Minority- and Women-Owned Business Enterprises and Equal Employment Opportunities for Minority Group Members and Women

4.18 Participation Opportunities For New York State Certified Service-Disabled Veteran Owned Businesses . 37

4.19 Diesel Emission Reduction Act

4.20 NYS Vendor Responsibility

4.21 Non-State Agencies Participation in Centralized Contracts

4.22 Extension of Use

4.23 New Accounts

4.24 Contractor’s Ability to Conduct Credit Evaluations

4.25 Centralized Contract Modifications

4.26 Formal Disputes During the provision of Fleet Management Services

4.27 Performance and Bid Bonds

4.28 Procurement Instructions for Authorized Users

SECTION 5: GENERAL PROVISIONS

5.1 Notices

5.2 Captions

5.3 Severability

5.4 Counterparts

5.5 Entire Agreement

APPENDICES

Appendix A – Standard Clauses for NYS Contracts (October 2019) Appendix B – General Specifications (April 2016) Appendix C – Contract Modification Procedure

ATTACHMENTS

Attachment 1 – Contractor and Pricing Information Attachment 2 – Insurance Requirements Attachment 3 – Report of Contract Usage Attachment 4 – Data Export Requirements Attachment 5 – Staffing Plan for Contract

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SECTION 1: INTRODUCTION AND GENERAL INFORMATION

1.1 Overview

This Contract is for Fleet Maintenance Services as specified herein for all Authorized Users of OGS contracts.

If State Agencies are acquiring Fleet Maintenance Services, they Must do so using this Contract. State Agencies Must obtain a Written waiver from the Governor’s Office if they are unable to adhere to this requirement.

1.2 Background

Contractor has reviewed and agrees to the following:

• Vehicle ownership and management are decentralized and are located throughout the State. Each participating Authorized User will have its own Fleet Manager and May have differing authorization levels for various services;

• Payments Shall be made by individual Authorized Users. OGS Shall not receive centralized billings and Shall not make centralized payments on behalf of Authorized Users;

• The State has existing contracts for Vehicle and equipment parts, tires, and towing for selected highways, (e.g., The NYS Thruway, Bridge Authorities (MTA), and Long Island Parkway), with agreed-upon pricing that the State has incorporated into this Fleet Maintenance Services Contract (see Section 3.11 Additional Fleet Maintenance Services Paragraph B Integration of Other NYS Contract Pricing); and

The State has an existing fuel card services contract. This is a separate contract that will not be part of this Fleet Maintenance Services Contract, however, Contractor may offer integration of data from the OGS Statewide fuel card services program, as described in Section 3.11 Additional Fleet Maintenance Services, Paragraph C Fuel Card Services Integration.

1.3 Scope

This Contract sets forth the terms and conditions for the provision of Fleet Maintenance Services, as defined in Section 1.12 Definitions, to Authorized Users from a qualified provider, for Vehicles operated in NYS and nationwide.

A. This Contract provides Authorized Users with Fleet Maintenance Services, including, but not limited to:

• The administration and systematized tracking of Light Duty Vehicle and Medium to Heavy Duty Vehicle maintenance, repairs, roadside assistance and towing, using Automotive Repair Shops (to include both National Account Vendors and Independent Vendors), to ensure that proper maintenance and warranty repairs are being performed, control authorizations for unscheduled maintenance, ensure cost is competitive and reasonable, and avoid duplicate or unnecessary repairs;

• Monthly Enrollment Plans and Per Occurrence Plans for Fleet Maintenance Services, available to Authorized Users;

• Consolidated monthly billing to each Authorized User, for Vehicle maintenance and repair, roadside assistance, and towing from a network of reliable and reputable Automotive Repair Shops located in New York State, and nationwide;

• A pricing structure for Monthly Enrollment Plans and Per Occurrence Plans for Fleet Maintenance Services. The Contractor Shall apply the pricing as specified in Section 3.9 Invoicing and Payments, Paragraph B Pricing Structure;

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• Verifying with Automotive Repair Shops that cost is reasonable based on a nationally recognized guide (e.g., Chilton Labor Time Guide Manual and Mitchell Mechanical Labor Estimating Guide), and verification that all Automotive Repair Shops are using a nationally recognized guide in estimating repair costs;

• Deduction of all applicable federal, state and local government taxes, due to the government’s tax-exempt status, from the Fleet Maintenance Services administrative fees and associated Vehicle maintenance and repair costs, roadside assistance, and towing, prior to invoicing/billing the Authorized User, as specified in Section 3.9 Invoicing and Payments, Paragraph A Tax Deduction;

• Comprehensive Fleet Maintenance Services reporting capabilities, as specified in Section 3.6 Reporting;

• A Vehicle expense management process that includes a procedure to contain Vehicle repair costs without compromising effectiveness, including, but not limited to, negotiating the cost of repairs with Independent Vendors, implementing National Account Vendor discounts, authorizing services that are necessary for Preventive Maintenance and Vehicle repairs, and ensuring that authorization procedures for repairs are followed; and

• On-site repair and maintenance services performed at an Authorized Users’ location(s). The staff provided for on-site services shall only be provided for the duration of the service.

B. EXCLUSIONS FROM SCOPE

The following Fleet Maintenance Services are excluded from the scope of this Contract. The State reserves the right to exclude additional services not listed herein.

• Credit Card Services. The ability for an Authorized User to acquire Product or services via the addition of credit card services to the Vehicle identification card provided to Authorized Users (see Section 3.8 Fleet Vehicle Identification Card, or with any other Fleet Maintenance Service provided under the Contract;

• Vehicle Rental. Coordinating with a Vehicle rental service, or providing the actual Vehicle rental service, for an Authorized User while a Vehicle is undergoing maintenance or repair at an Automotive Repair Shop;

• Auction Services. Facilitating auctions or providing other auction-related services, for decommissioned Authorized User Vehicles;

• Vehicle Acquisition. Providing a Vehicle to an Authorized User via a purchase or lease agreement; and

• Staff Augmentation Services. Providing temporary or permanent on-site staff at the Authorized Users’ location(s) beyond the duration of a specific on-site repair and/or maintenance service. See Section 1.3 Scope, Paragraph A, Bullet 9.

1.4 Estimated Quantities

This Contract is an estimated quantity Contract. No specific quantities are represented or guaranteed and the State provides no guarantee of individual Authorized User participation. The Contractor Must furnish all quantities actually ordered at or below the Contract prices. The individual value of this Contract is indeterminate and will depend upon the competitiveness of the pricing offered. See Appendix B, Section 28 Estimated/Specific Quantity Contracts and Section 25 Participation in Centralized Contracts.

Numerous factors could cause the actual quantities of Products purchased under the Contract to vary substantially from the estimates in Solicitation 23168. Such factors include, but are not limited to, the following:

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• This Contract May be a non-exclusive Contract.

• There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will continue in any manner consistent with previous purchases.

• The individual value of this Contract is indeterminate and will depend upon actual Authorized User demand and actual quantities ordered during the Contract period.

• The State reserves the right to terminate this Contract for cause or convenience prior to the end of the term pursuant to the terms and conditions of the Contract.

• Contract pricing that is lower than anticipated could result in a higher quantity of purchases by Authorized Users than anticipated.

• Contract pricing that is higher than anticipated could result in a lower quantity of purchases by Authorized Users than anticipated.

Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of this Contract could vary substantially from the estimates provided in Solicitation 23168.

1.12 Definitions

Capitalized terms used in this Contract Shall be defined in accordance with Appendix B, Section 2 Definitions, or as below.

24x7x365 shall mean 24 hours a day, seven days a week, and 365 days a year (including the 366th day in a leap year).

“Aftermarket Product Additions” Shall mean the installation of non-OEM equipment (e.g., law enforcement Vehicle accessories, lighting systems, computers, radios, storage systems, and wheelchair lifts) to a Vehicle by a business other than the Vehicle OEM.

“ASE” Shall mean the National Institute for Automotive Service Excellence.

“Automotive Repair Shop(s)” Shall mean a business that is registered with the State, and licensed, if applicable, that provides: (1) diagnosis and repair of Vehicle malfunctions or damage; (2) maintenance of Vehicles; (3) repair to Vehicle bodies; (4) Vehicle glass replacement and repair; (5) Aftermarket Product Additions, or (6) Vehicle roadside assistance and towing.

“Business Day” Shall refer to Monday through Friday from 8:00 AM – 5:00 PM ET, excluding NYS Holidays and federal holidays.

“Electric Vehicle Supply Equipment (EVSE)” shall mean electric Vehicle charging station hardware, including, but not limited to, Level 1, Level 2, and DC Fast Charge.

“Executive Agency” shall mean all State departments, offices or institutions but, for the purposes of this Contract, excludes the State University of New York and City University of New York. Furthermore, such term shall not include the legislature and the judiciary. For the sake of clarity, the term “Executive Agency” does not include any public benefit corporation, public authority, or local government entity.

“Fleet Maintenance Services” Shall mean the administration and systematized tracking of Light Duty Vehicle and Medium to Heavy Duty Vehicle maintenance, repairs, roadside assistance and towing, using Automotive Repair Shops (which must include both National Account Vendors and Independent Vendors, and if applicable, may include the Contractor’s directly or indirectly owned or operated network of Automotive Repair Shops), to ensure that proper maintenance and warranty repairs are being performed, control authorizations for unscheduled maintenance, and avoid duplicate or unnecessary repairs. See also Section 1.3 Scope.

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“Fleet Manager” Shall mean a designated Authorized User employee who is the point person for the Authorized User’s fleet maintenance and Shall be consulted first for approvals of repairs over a designated value, and for service, accident repair and general maintenance service concerns.

“GVWR” Shall refer to Gross Vehicle Weight Rating, which means the maximum total Vehicle weight, measured at the tire-ground interfaces, for which the Vehicle possesses components adequately rated to safely carry.

“Independent Vendor” Shall mean an Automotive Repair Shop that has either a single location or multiple locations in New York, and possibly in other states, with which the Contractor has a formal business relationship, and does not meet the definition of National Account Vendor.

“Light Duty Vehicle(s)” Shall mean an Authorized User Vehicle with a GVWR less than or equal to 16,000 pounds, (i.e., Class 1 through Class 4 Vehicles, as designated by the U.S. Department of Transportation), that is primarily meant for passenger transport.

“Medium to Heavy Duty Vehicle(s)” Shall mean an Authorized User Vehicle with a GVWR equal to or greater than 16,001 pounds, (i.e., Class 5 through Class 8 Vehicles, as designated by the U.S. Department of Transportation), that is primarily meant for transporting materials. For the purposes of this Contract, “Medium to Heavy Duty Vehicle(s)” Shall include Off Road Equipment.

“May” Shall mean the permissive in a clause or specification of this Contract. “May” does not mean “required”.

Also see “Shall” and “Must.”

“Monthly Enrollment Plan” Shall refer to a plan for Fleet Maintenance Services pursuant to which one (1) flat administrative fee is charged by the Contractor for each monthly period (e.g., calendar month or other thirty (30)-day period), that an Authorized User Light Duty Vehicle or Medium to Heavy Duty Vehicle is enrolled. This flat administrative fee is in addition to the actual charges for the repair, maintenance, roadside assistance or towing.

“Must” denotes the imperative in a clause or specification of this Contract. “Must” is synonymous with “Shall” and “required”. Also see “May.”

“MWBE” Shall refer to a business certified with NYS Empire State Development (“ESD”) as a Minority- and/or Women-owned Business Enterprise.

“National Account Vendor” Shall mean an Automotive Repair Shop that operates facilities throughout the United States or in multi-state regions with which the Contractor has established a formal business relationship involving discounted and/or standardized fees or other arrangements that benefit the Contractor’s customers.

Examples of such vendors include Goodyear®, Firestone®, and Pep Boys®.

“NYS Contract Price” Shall mean the fee charged to the Authorized User for a Fleet Maintenance Service.

“NYS Holidays” refers to the legal holidays for State employees in the classified service of the executive branch, as more particularly specified on the website of the NYS Department of Civil Service. This includes the following: New Year’s Day; Martin Luther King Day; Washington’s Birthday (observed); Memorial Day;

Independence Day; Labor Day; Columbus Day; Veteran’s Day; Thanksgiving Day; and Christmas Day.

“OEM” Shall mean Original Equipment Manufacturer.

“Off Road Equipment” Shall mean non-vehicular assets that do not operate on public roadways, as defined by NYS Motor Vehicle Law, and which are not required to be licensed by the NYS Department of Motor Vehicles. Such equipment May include, but is not limited to, those assets commonly referred to as manlifts, forklifts, backhoes, front end loaders, and golf carts.

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“Per Occurrence Plan” Shall refer to a plan for Fleet Maintenance Services pursuant to which one (1) flat administrative fee is charged each time the Authorized User uses a Fleet Maintenance Service for a Light Duty Vehicle or Medium to Heavy Duty Vehicle. This flat administrative fee is in addition to the actual charges for the repair, maintenance, roadside assistance or towing.

“Preventive Maintenance” Shall mean maintenance performed on a Vehicle component when it has exceeded its wear limits, or when it has exceeded its life expectancy, in order to prevent the failure of equipment before it actually occurs. Preventive Maintenance activities include, but are not limited to, equipment checks, partial or complete overhauls at specified periods, oil changes, lubrication and replacing worn parts.

“Procurement Services” Shall refer to a business unit of OGS, formerly known as New York State Procurement (“NYSPro”) and Procurement Services Group (“PSG”).

“SDVOB” Shall refer to a NYS-certified Service-Disabled Veteran-Owned Business.

“SFTP” Shall mean Secure File Transfer Protocol, a network protocol that provides file access, file transfer, and file management functionalities over any reliable data stream.

“Shall” denotes the imperative in a clause or specification of this Contract. “Shall” is synonymous with “required.” Also see “May” and “Must”.

“Small Business” shall have the meaning as defined in Executive Law Section 310(20).

“Vehicle(s)” Shall mean a mobile machine that May be used to transport passengers or cargo (e.g., cars, vans, SUVs, pickup trucks, chassis cab trucks and associated bodies, and Off-Road Equipment). Light Duty Vehicles and Medium to Heavy Duty Vehicles are collectively referred to as “Vehicles” in this Contract.

“VMRS” Shall mean Vehicle Maintenance Reporting Standards, developed by and for equipment users under the auspices of the ATA.

“Written” Any writing that makes use of words. Examples of Written communications include e-mail, Internet websites, letters, proposals, and contracts.

1.13 Appendices and Attachments

The following appendices and attachments, attached hereto, are hereby expressly made a part of this Contract as fully as if set forth at length herein.

Appendix A – Standard Clauses for NYS Contracts (October 2019) Appendix B – General Specifications (April 2016) Appendix C – Contract Modification Procedure

Attachment 1 – Contractor and Pricing Information Attachment 2 – Insurance Requirements Attachment 3 – Report of Contract Usage

Attachment 4 – Data Export Requirements Attachment 5 – Staffing Plan for Contract

1.14 Order of Precedence/Conflict of Terms

Only documents expressly enumerated below shall be deemed a part of this Contract. Conflicts among the documents comprising the Contract Shall be resolved by giving precedence to the documents in the in the following order:

1. Appendix A – Standard Clauses for New York State Contracts (October 2019);

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2. The Contract;

3. Appendix B - General Specifications (April 2016);

4. Appendix C – Contract Modification Procedure

5. Attachment 1 – Contractor and Pricing Information

6. Attachment 2 – Insurance Requirements

7. Attachment 3 – Report of Contract Usage

8. Attachment 4 – Data Export Requirements

9. Attachment 5 – Staffing Plan for Contract

SECTION 2: QUALIFICATIONS OF CONTRACTOR

2.1 Staffing Plan for Contract

The Contractor’s staffing plan, as found in Attachment 5 – Staffing Plan for Contract, identifies the numbers and types of staff employed by the Contractor (excluding Automotive Repair Shops staff) that will implement the Contract. The staffing plan Shall include:

A. Titles of employees;

B. Job descriptions for titles;

C. Minimum qualifications for each job title;

D. Number of employees currently employed for each title;

E. Notarized statement from the head of Bidder’s human resources department, or equivalent, certifying the total number of employees currently in the titles identified by Bidder above, and that the employees currently meet or exceed the minimum qualifications for each of the titles; and

F. Notarized statement from the head of Bidder’s human resources department, or equivalent, certifying that personnel responding to maintenance and repair calls have a minimum of three (3) years’ experience in the automotive industry as a technician or service writer, and are ASE Certified Mechanics and/or ASE Certified Master Mechanics.

Contractor Must maintain adequate staffing throughout the Contract term and Shall notify Procurement Services of substantive staffing changes to Contractor’s staffing plan in Attachment 5 - Staffing Plan for Contract. The Contractor Must maintain or improve the described level of experience and expertise of the titles that interact directly with the Authorized Users and/or Automotive Repair Shops, and that service any other technical, financial and customer service-related needs of the Contract.

SECTION 3: FLEET MAINTENANCE SERVICES

3.1 Automotive Repair Shops

Contractor Must provide, for the life of the Contract, Automotive Repair Shops that participate in the Contract that allow Authorized Users to receive: (1) diagnosis and repair of Vehicle malfunctions or damage; (2) maintenance of Vehicles; (3) repair to Vehicle bodies; (4) Vehicle glass replacement and repair; (5) Aftermarket Product Additions; and (6) Vehicle roadside assistance and towing. These services Must be available for Light Duty Vehicles and Medium to Heavy Duty Vehicles in all counties in NYS, and locations nationwide. Fleet Maintenance Services provided in relation to Automotive Repair Shops Shall include:

A. A list of Automotive Repair Shops in NYS available for use with the Contract, to be maintained by the

Contractor and available on the Contractor’s website in a database searchable by ZIP code, and available to Authorized Users via download in Excel format (Microsoft Excel 2010, or newer), and/or via email from

GROUP 72002 – 23168 Fleet Maintenance Services (Statewide) PAGE 11 the Contractor when requested. At a minimum, the list Shall be updated monthly, and Shall include the following data fields for each Automotive Repair Shop:

1. Business name;

2. Business address (physical location);

3. County where the business is located;

4. Phone number;

5. Type of Automotive Repair Shop (i.e., National Account or Independent Vendor); and

6. Type of service available (e.g., inspection, general maintenance and repair, body repair, glass repair, emergency vehicle repair, and roadside assistance/towing).

B. A process for the Authorized User to request an addition to the list of Automotive Repair Shops available for use with the Contract.

C. A process for the Authorized User to report an Automotive Repair Shop that is not performing work that is considered satisfactory by the Authorized User, and a Contractor response process when such reports are received.

D. A Process to review Automotive Repair Shop estimates for potential duplicate or unnecessary repairs, prior to commencement of work. Contractor Shall be responsible for the cost of duplicate repairs (i.e., the same repair performed twice), identified by the Authorized User, when the initial repair was trackable by the Contractor at the time of the duplicate repair.

E. A process for collecting a valid odometer reading for each Vehicle at the time of service with an Automotive Repair Shop, and for verifying that the odometer reading is obtained by the Automotive Repair Shop through a visual check of the Vehicle rather than one reported by the vehicle driver.

F. The processing and payment for all charges associated with Automotive Repair Shops performing maintenance and repair of participating Authorized User Vehicles, and billing the Authorized User in accordance with Section 3.9 Invoicing and Payments. Services provided Shall include, but not be limited to:

1. A process to minimize Authorized User Vehicle repair costs that includes the review of all Automotive

Repair Shop invoices to ensure cost is consistent with approved repair estimates, and that price is reasonable;

2. Negotiation with Automotive Repair Shops to provide the lowest rate possible on individual repairs and for overall labor and parts rates on behalf of NYS, prior to authorizing a service;

3. An audit process to review Automotive Repair Shop costs utilizing a nationally recognized guide, (e.g., Chilton Labor Time Guide Manual and Mitchell Mechanical Labor Estimating Guide), and verification that all Automotive Repair Shops are using a nationally recognized guide in estimating repair costs.

The Contractor Shall have a process for accepting exceptions to nationally recognized guide(s);

4. Any Automotive Repair Shop rebates, discounts or rewards that will be applied to Authorized User costs as listed on Attachment 1 – Contractor and Pricing Information; and

5. Payments of valid invoices Shall be made according to the terms of Section 3.9 Invoicing and Payments, Paragraph G Payment to Automotive Repair Shops. Contractor practices such as “short paying” of Automotive Repair Shops for their services, merchant function charges, fees, percentage rebates and/or bank fees for EFT payments related to Fleet Maintenance Services Shall not be endorsed or accepted by the State. Short-paying does not include an Automotive Repair Shop agreement to receive a reduced amount due to the Automotive Repair Shop agreeing to Contractor’s fast-payment option in order to receive payment in approximately 72 hours.

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G. A process for assisting with the resolution of any disputes related to the Contract that occur between the Automotive Repair Shops and Authorized Users, and Contractor Shall implement this process if requested by an Authorized User.

3.2 Monthly Enrollment Plans

The Contractor Shall offer a minimum of two (2) Monthly Enrollment Plans for Fleet Maintenance Services: one

(1) plan for Light Duty Vehicles; and one (1) plan for Medium to Heavy Duty Vehicles. (see Section 3.11 Additional Fleet Maintenance Services, Paragraph J Additional Approved Fleet Maintenance Services and Products, for additional services offered under the Contract that are invoiced monthly). All services listed under Section 3.1 Automotive Repair Shops Shall be applicable to all Monthly Enrollment Plans offered under the Contract.

A Vehicle’s enrollment in a Monthly Enrollment Plan does not preclude usage of a Per Occurrence Plan by an Authorized User for that same Vehicle, or other Authorized User Vehicles (see Section 3.3 Per Occurrence Plans). An Authorized User May independently obtain and be invoiced for a service, (e.g., body repair, roadside assistance, and towing), for a Vehicle that is enrolled in a Monthly Enrollment Plan, from an Automotive Repair Shop that participates in the Contract, and be invoiced only for the services provided and not incur a Per Occurrence Plan administrative fee.

The Contractor Shall further provide the following additional services with each Monthly Enrollment Plan:

A. Ongoing Fleet Maintenance Services, for each Vehicle enrolled, for one (1) flat administrative fee, invoiced monthly in arrears. There Shall be one (1) flat administrative fee for Light Duty Vehicles and one (1) for Medium to Heavy Duty Vehicles. Authorized Users Shall not be invoiced a monthly fee that has not been specified on Attachment 1 – Contractor and Pricing Information (e.g., Independent Vendor fee) for the Monthly Enrollment Plans;

B. Service technicians to review and pre-approve each Vehicle maintenance and repair service 24x7x365.

The Authorized User Shall have the ability to designate a dollar amount limit for Vehicle maintenance and repair costs that require prior approval from the Authorized User before work May begin. The Contractor Shall obtain Written approval from the Fleet Manager for all services estimated to exceed the designated dollar amount limit prior to authorizing the service. If an Authorized User has not pre-designated a dollar amount limit for Vehicle maintenance and repair costs that require prior Written approval before work May begin, then the dollar amount Shall be $750. If the Fleet Manager is not immediately available to give approval, Contractor Shall obtain approval from other individual(s) designated by the Authorized User and provide email notification to the Fleet Manager;

C. Respond to an Authorized User request for routine and emergency services within one (1) hour of the request, via telephone and/or email exchange, as specified by the Authorized User;

D. A process to monitor Vehicle repairs to ensure the repairs are completed within a reasonable timeframe for the scope of the repair, and that includes notification of an expected repair completion date/time to the Authorized User;

E. A process for tracking and auditing performance standards and requirements for Automotive Repair Shops.

These performance standards and requirements, established by the Contractor, Shall include, at a minimum, price, quality assurance, vendor competence, cooperation and problem resolution methods, compliance with repair authorization procedures and invoicing dispute procedures. A list of Automotive Repair Shops that are unable to meet the established performance standards and requirements Shall be posted on the Contractor’s website and updated at least weekly;

F. Assistance with selection of an Automotive Repair Shop from those available for use with the Contract, when requested by an Authorized User;

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G. A list of Authorized User Vehicles currently enrolled in the Monthly Enrollment Plans, that is available for download from the Contractor’s website and updated at least daily;

H. The ability for Authorized Users to enroll or remove Vehicles from a Monthly Enrollment Plan at any time during a Monthly Enrollment Plan period, online, via email, and via phone. Cancellation Shall include: (1) removal from the Contract website; (2) a statement issued to the Authorized User that the Vehicle has been removed from the Monthly Enrollment Plan; and (3) a definitive cancellation code or other indicator included on the Contract website and Contract reports;

I. A process for ensuring that all Vehicles enrolled in a Monthly Enrollment Plan are screened by the Contractor’s system to ensure that the Vehicle Identification Numbers (“VINs”) entered are correct, (i.e., correspond to the basic identifying information about the Vehicle, including the make, model and year). The Contractor Must also provide an online VIN decoder program to assist the Authorized User with this process;

J. Standardized pricing with at least one (1) National Account Vendor that provides Vehicle glass replacement and repair. The standardized pricing Must include a method for determining, for each Vehicle glass part number available from the vendor, a flat rate for glass replacement that includes the price of the glass, the labor charges for the removal of the old glass, the installation of the new glass, glass cleanup and any sealants needed for the replacement. The standardized pricing Must also include a flat rate for glass repair that includes labor charges for removal of debris from the impact area and repair of the glass, and the price of materials needed for the repair. In addition, the Contractor Shall negotiate with Automotive Repair Shops that provide glass replacement and repair, for a not-to-exceed fee for glass replacement or repair, prior to Contractor authorizing each glass replacement or repair requested by an Authorized User;

K. A negotiated storage rate for Authorized User Vehicles to be stored at each Automotive Repair Shop for the first twenty-four (24) consecutive hours, and for each twenty-four (24) hour period thereafter. Maximum reimbursable storage rate time will be for five (5) days, including weekend days, unless previously agreed upon in writing by the Authorized User. The Contractor Shall negotiate the rate for storage beyond five (5) days, and receive Written approval from the Authorized User, prior to approving continued storage of a Vehicle by an Automotive Repair Shop. Storage charges Shall only be invoiced provided that the Contractor has been notified by the Automotive Repair Shop and that the Contractor has notified the Authorized User that such charges are being initiated;

L. A Vehicle Preventive Maintenance program which, at a minimum, is consistent with OEM specifications and warranty requirements, State inspection schedule implementation, government regulations that apply, and generally accepted fleet practices for all Vehicles enrolled in a Monthly Enrollment Plan. The Preventive Maintenance program Shall provide:

1. Preventive Maintenance schedules and maintenance activities for all Authorized Users;

2. Preventive Maintenance services, based on Vehicle mileage, that include, at a minimum, oil and filter changes, engine tune-ups, tire rotation, tire pressure check and adjustment, and check and fill of all fluid levels. Such services Must be consistent with the OEM guidelines as detailed in the Vehicle’s owner’s manual. Annual NYS inspection service Shall also be included in the Preventive Maintenance schedule;

3. Email notification to the Authorized User, via the Fleet Manager, or other individual designated by the Authorized User, of due and overdue Preventive Maintenance services for each Vehicle, within forty-eight (48) hours of notification to the Contractor that the mileage marker for the Preventive Maintenance service has been reached;

4. The ability for the Authorized User to designate a Preventive Maintenance schedule that is above and beyond what is recommended by an OEM;

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5. A coupon book, or email notification to the Authorized User, as specified by the Fleet Manager, that includes, at a minimum, each Preventive Maintenance service required, and the recommended or Authorized User-designated mileage increment(s) or time interval(s) for completion of the service, for each Vehicle; and

6. A sample Preventive Maintenance schedule, provided at the Authorized User’s request, for programs currently being used by other customers.

M. Participation in quarterly account review meetings with participating Authorized Users, if requested, for the full duration of the contract, including any renewal period(s). If requested by the Authorized User, the Contractor Shall provide a report of the actual attainment of Authorized User cost savings for services listed in this section. Such meetings Shall be conducted via conference call or webcast, as specified by the Authorized User;

N. Participation in bi-annual Contract review meetings with OGS, if requested, for the full duration of the contract, including any renewal period(s), to provide Fleet Maintenance Services program updates and other maintenance-related or accident-related issues identified by OGS or the Contractor. Such meetings Shall be conducted via conference call or webcast, as specified by OGS;

O. A process for tracking all existing warranties for Vehicles enrolled in a Monthly Enrollment Plan and recouping warranty reimbursements on behalf of the Authorized User, and a process for recovery of post-warranty and out-of warranty repairs which includes, at a minimum:

1. Identification of OEM warranty repair opportunities for Vehicles and notification to the Authorized

User(s) affected;

2. Monitoring of repair activities and notifying Authorized Users of repairs eligible for warranty reimbursement; and

3. Seeking reimbursement from OEMs on behalf of the Authorized User for out-of-warranty repairs or service when circumstances so warrant.

P. A process for monitoring OEM safety recalls that affect Vehicles enrolled in a Monthly Enrollment Plan for Acura, Audi, BMW, Chrysler, Ferrari, Ford, Genesis, General Motors, Honda, Hyundai, Infiniti, Isuzu, Jaguar, Karma, Kia, Lexus, Lotus, Land Rover, Maserati, Mazda, McLaren, Mercedes-Benz, Mini, Mitsubishi, Nissan, Porsche, Saab, Scion, Subaru, Suzuki, Toyota, Volkswagen, and Volvo. This process includes, at a minimum:

1. Safety recall notifications from the OEM referenced against the State’s active vehicle inventory, to identify recalls that effect State vehicles;

2. Notifying the OGS Contract Administrator and Authorized User Fleet Managers via ARI insights®, of all open OEM safety recalls within twenty-four (24) hours after the Contractor receives notification from the

OEM;

3. Bilingual recall notifications distributed electronically in writing to the applicable Authorized User regarding the related service concern. The tracking of these email notifications can be managed via

ARI insights® and can be viewed by OGS or the applicable Authorized User; and

4. Inclusion of the status of safety recalls (e.g., open or closed) in the Vehicle data available for Authorized User enrollment and transaction reports at the Contract website (see Section 3.6 Reporting).

GROUP 72002 – 23168 Fleet Maintenance Services (Statewide) PAGE 15

3.3 Per Occurrence Plans

A Contractor Shall offer the following Per Occurrence Plans for Fleet Maintenance Services that will provide service for Authorized Users of Light Duty Vehicles and Medium to Heavy Duty Vehicles. Per Occurrence Plans Shall provide a per-incident Fleet Maintenance Service for a Vehicle for one flat administrative fee each time the Per Occurrence Plan service is used. This flat administrative fee is in addition to the actual charges for the repair or service. All services listed under Section 3.1 Automotive Repair Shops Shall be applicable to the Per Occurrence Plans offered under the Contract.

For all Per Occurrence Plans, the Contractor Must provide the ability for Authorized Users to enroll or remove Vehicles from services daily, online, via email, and via phone. Removal from the Per Occurrence Plan Shall include: (1) removal from the Contractor’s website; (2) a statement issued to the Authorized User that the Vehicle has been removed from the program to prevent service and billing under a program; and (3) a definitive cancellation code or other indicator included on the Contract website and Contract reports.

Usage by an Authorized User of a Per Occurrence Plan for a Vehicle does not preclude enrollment of that same Vehicle, or other Authorized User Vehicles, in a Monthly Enrollment Plan (see Section 3.2 Monthly Enrollment Plans). An Authorized User May independently obtain and be invoiced for a service, (e.g., body repair, roadside assistance, and towing), for a Vehicle that is enrolled in a Monthly Enrollment Plan, from an Automotive Repair Shop that participates in the Contract, and not incur a Per Occurrence Plan administrative fee.

At a minimum, the following Per Occurrence Plans Shall be offered under the Contract, see Section 3.11 Additional Fleet Maintenance Services, Paragraph J, Additional Approved Fleet Maintenance Services and Products, for additional services offered under the Contract that are invoiced on a Per Occurrence basis)

A. Maintenance and Repair Programs. Contractor Shall offer Maintenance and Repair Programs, as described in Section 3.2 Monthly Enrollment Plans, on a Per Occurrence basis, for Light Duty Vehicles and for Medium to Heavy Duty Vehicles. These Per Occurrence Plans Shall include all aspects of the Monthly Enrollment Plans, except Preventive Maintenance (see Section 3.2 Monthly Enrollment Plans, Paragraph L).

B. Accident Management. Contractor Shall offer the following Accident Management program options for Authorized Users of Light Duty Vehicles and Medium to Heavy Duty Vehicles. A Contractor Shall have a flat administrative fee for each of the Accident Management program options listed below. An Authorized User Shall have the ability to choose the All-In program, or one or more individual programs, at the time of the incident. Note: State Agencies covered by the Self-Retained Auto Program (SRAP) are instructed to follow the accident reporting procedures posted by the OGS Fleet Management office:

https://ogs.ny.gov/fleet-management. Accident Management Programs Shall be provided under the Contract according to the following terms:

1. All-In. The All-In Accident Management Program offered Shall include all aspects of accident management, including the individual services listed below (i.e., Documentation Only, Repair Estimates Only, Appraisal Only, and Subrogation Only). Accident management services provided Shall include administering all collision and other-than-collision (e.g., glass breakage, theft, and vandalism) claims and repairs on Vehicles including, but not limited to:

a) Receiving reports of accidents via a toll-free number, 24x7x365;

b) Taking comprehensive accident reports from Authorized Users, completing Association for Cooperative Operations Research and Development (ACORD) Automobile Loss Notice forms and forwarding via email the forms to the OGS Fleet Management office for vehicles covered under SRAP, the Authorized User’s Fleet Manager and the Authorized User employee involved in the accident, or as otherwise instructed by the Authorized User;

c) Creating a file in the Contractor’s internal information system for each accident, to track Accident Management services;

https://ogs.ny.gov/fleet-management

GROUP 72002 – 23168 Fleet Maintenance Services (Statewide) PAGE 16

d) Providing the ability for an Authorized User to report and view the status of Accident Management services online through the Contractor’s website;

e) Providing a database, available online through the Contractor’s website and accessible 24x7x365, to OGS to track and report all Contract Vehicle accident volume and expenses by Authorized User.

Individual accident occurrences Shall be identified by, at a minimum, Authorized User agency, Vehicle, accident type and cost;

f) Obtaining and evaluating every damage repair estimate for accuracy and consistency with industry standards;

g) Arranging for towing and negotiating the cost, when necessary;

h) Arranging for repairs with an Automotive Repair Shop, including obtaining Authorized User authorization for the repair;

i) Monitoring repairs to ensure that the repair is timely, of high quality and performed at the least cost to the State;

j) Consolidating payment and billing of collision repairs and tracking of collision repair costs; and

k) Providing the Fleet Manager, and Authorized User employee permanently assigned the Vehicle, with status updates daily regarding repair status either via email or telephone.

2. Documentation Only. A Documentation Only Accident Management Program Shall be offered. Services offered Shall include, at a minimum, obtaining accident reports, claim reporting, and obtaining pictures of Vehicle damage.

3. Repair Estimates Only. A Repair Estimates Only Accident Management Program Shall be offered.

Services offered Shall include, at a minimum, securing repair estimates for Vehicles from an Automotive Repair Shop.

4. Appraisal Only. An Appraisal Only Accident Management Program Shall be offered. Services offered Shall include, at a minimum, providing appraisal service for the Vehicle, in order to assess and determine the estimated value of a Vehicle involved in an accident.

5. Subrogation Only. A Subrogation Only Accident Management Program Shall be offered. A Contractor Shall track and follow up on subrogation incidents on behalf of the Authorized User. A Contractor Shall offer this service for either one flat administrative fee or for a percentage of the dollar amount recovered by the Contractor, as specified by the Authorized User at the time the service is requested.

Services offered under the Contract Shall include:

a) A review of all accident or vandalism claims for the opportunity to collect damages from a responsible (negligent) third party;

b) Filing a subrogation claim notice on behalf of the Authorized User, if requested, with the other party involved in the accident, or their insurance carrier;

c) If requested by the Authorized User, a sample report demonstrating how the subrogation claims will be tracked and followed up on; and

d) A quarterly accident subrogation status report, provided to the Authorized User, that identifies resolved and outstanding claims for the applicable quarter.

C. Roadside Assistance. Contractor Shall offer administration of roadside assistance service provided by Automotive Repair Shops, 24x7x365, for Light Duty Vehicles and Medium to Heavy Duty Vehicles.

Administrative fees for Per Occurrence Plan calls to Automotive Repair Shops that provide roadside assistance, and arranging for service, Shall not exceed the Per Occurrence Plan Administrative fee set forth in Attachment 1 –Contractor and Pricing Information. Roadside assistance Shall be provided under the Contract according to the following terms:

GROUP 72002 – 23168 Fleet Maintenance Services (Statewide) PAGE 17

1. Contractor Shall contact Automotive Repair Shops that provide roadside assistance when contacted by Authorized Users, in order to provide roadside repair services in NYS, and locations nationwide.

Service should be provided within two (2) hours of a service call. If the response time is expected to exceed two (2) hours, the Contractor Must notify the Authorized User at the time of the service call, and provide an anticipated response timeframe. The Authorized User reserves the right to request service from another Automotive Repair Shop, or cancel the service request, if the anticipated response time is expected to exceed two (2) hours.

2. Roadside assistance Shall include, but is not limited to:

a) Battery jumpstarts and engine service;

b) Driver lock out service;

c) Flat tire assistance; and

d) Fuel/oil/engine fluids and water service.

3. Upon Authorized User request, Contractor Shall provide detailed, itemized invoices for roadside assistance provided under the Contract. The Contractor will be responsible for providing detailed information to the Authorized User, including explanations regarding miscellaneous charges; and

4. Payment to Contractor for roadside assistance Shall not be made prior to Authorized User receipt and review of Contractor’s supporting details regarding the invoiced charges.

D. Towing. A Contractor Shall offer administration of towing service provided by Automotive Repair Shops, 24x7x365, for Light Duty Vehicles and Medium to Heavy Duty Vehicles. Towing service Shall be provided under the Contract according to the following terms:

1. Contractor Shall contact an Automotive Repair Shop that provides towing service within fifteen (15) minutes of notification from an Authorized User that towing service is required, and provide the Authorized User with an estimated response time from the Automotive Repair Shop. A response time of approximately one (1) hour for the service to arrive at the scene after the call is initiated is desired. If this cannot be provided by the Automotive Repair Shop, the Contractor Shall contact other area Automotive Repair Shops to determine if a shorter response time can be provided;

2. The Contractor Shall negotiate with the Automotive Repair Shops that provide towing services, for a not-to-exceed hookup fee, plus mileage, prior to Contractor authorizing dispatch for each towing service requested by an Authorized User;

3. Priority Shall be given to existing State, and other applicable Authorized User-contracted towing vendors for towing services. The State currently has existing towing service contracts for limited access highways and bridges (e.g., NYS Thruway, and bridges and tunnels operated by the Metropolitan Transportation Authority), and the City of New York (“NYC’) currently has existing towing service contracts for towing from NYC highways. If towing service is not available from a State or other applicable Authorized User-contracted towing vendor, the Contractor May contact other towing vendors in order to provide towing service for an Authorized User Vehicle;

4. Calls placed to an Automotive Repair Shop that provides towing service Shall be considered the same as a call placed for a Per Occurrence Plan event and Shall not exceed the Bid Per…