RSC017042_Contract.pdf

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

OPTIONAL USE CONTRACT FOR: NATIONWIDE VEHICLE RENTALS

CONTRACT No.: RSC017042

CONTRACT ID: CTR017042

EFFECTIVE DATES: 5/22/2024 to 9/15/2025

SUPPLIER: EAN HOLDINGS, LLC.

The State of Oregon, Department of Administrative Services, Procurement Services is the lead entity for the NASPO ValuePoint Cooperative Purchasing Organization and their Master Price Agreement number is 9408.

This contract is administered by the State of Oregon, on behalf of NASPO ValuePoint. The State of Ohio has accepted prices as a result of Bid Number DASPS-2262-18, which opened on 01/07/19. The State of Oregon completed the evaluation of the proposal response(s). The respective Proposal, including the incorporated contract terms and conditions, standard contract terms and conditions, special contract terms & conditions, any bid addenda, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS, and the State of Ohio, Standard Terms and Conditions become a part of this Optional Use Contract.

The Optional Use Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated or cancelled in accordance with the Contract Terms and Conditions.

CONTRACT RENEWAL. This Contract may be renewed after the ending date of the Contract solely at the discretion of the Contracting Agency for a period of one month. Any further renewals will be by mutual agreement between the Contractor and the Contracting Agency for any number of times and for any period of time. The cumulative time of all mutual renewals may not exceed zero months unless the Contracting Agency determines that additional renewal is necessary.

This Requirements Contract is available to State Agencies, State institutions of higher education, and properly registered members of the Cooperative Purchasing Program of the Department of Administrative Services, as applicable.

Agencies are eligible to make purchases of the listed supplies and/or services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that agencies will purchase the volume of supplies and/or services as advertised in the Invitation to Bid.

This Optional Use Contract and any Amendments thereto are available from the OhioBuys public portal at the following address:

https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage

Signed: _____________________________________________________________________

Kathleen C. Madden, Director Date https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage

1 - SPECIFICATIONS AND REQUIREMENTS

STATE OF OHIO

PARTICIPATING ADDENDUM

FOR

NATIONWIDE VEHICLE RENTALS

AS ISSUED BY THE STATE OF OREGON CAN BE FOUND BY CLICKING THE LINK BELOW

Enterprise Rent-A-Car and National Car Rental PA

MASTER AGREEMENT 9408

Master Agreement 9408

Reservation Weblink & Account Codes: Agencies and Cooperative Purchasing Program (COOP) Members will need to use the appropriate account codes when making reservations. If a State Agency or COOP Member needs to establish a billing account, please reach out to the Contractor’s contact. Information on the appropriate customer account number and the reservation weblink can be obtained at that time. The account numbers and reservation weblink are to be kept secure and inaccessible to the general public.

2 - STANDARD TERMS AND CONDITIONS

State of Ohio Standard Terms and Conditions (revised 04/10/23) will apply to this Contract.

3 - CONTRACT SPECIFIC TERMS AND CONDITIONS

3.1. ORDER OF PRIORITY

The State of Ohio Standard Contract Terms and Conditions are hereby incorporated into this Participating Addendum (PA) and shall be binding on the contractor. If there is any inconsistency or conflict between the PA Agreement and the Consortium Terms and Conditions, the PA Agreement will prevail. Notwithstanding anything to the contrary, all pricing shall be governed solely by the terms of the Consortium Contract.

3.2. AMENDMENT TO CONTRACT TERMS AND CONDITIONS

The following paragraphs amend the State of Ohio Standard Terms and Conditions and do herby become part hereof. In the event that one of these paragraphs conflict with the State of Ohio Standard Terms and Conditions, the Amendment will prevail..

3.3. GENERAL REPRESENTATIONS AND WARRANTIES

Section V. Liability Provisions, A. General Representations and Warranties within the State of Ohio’s Standard Terms and Conditions is removed and replaced with Section 18, Warranty, of the Master Agreement. In addition to Section 18, Warranty, of the Master agreement, the Contractor warrants that:

1. The Contract has good and marketable title to any Deliverable delivered under this Contract for which title passes to the State.

2. The Contractor has the right and ability to grant the license granted in any Deliverable for which title does not pass to the State.

3. For one year from the delivery date of any products or software, the products or software will be free of material defects and free of viruses, including the media on which it is delivered, if applicable.

3.4. INDEMNITY

Section V, Liability Provisions, B. Indemnity of the State of Ohio’s Standard Terms and Conditions is removed and replaced with Section 33, Indemnification, of the Master Agreement.

3.5. AUDITS

Section VI, Performance and Compliance, A. Audits of the State of Ohio’s Standard Terms and Conditions is removed and replaced with the following:

The Contractor must keep all financial records related to this Contract in a manner consistent with Generally Accepted Accounting Principles (GAAP) or equivalent accounting principles. Additionally, the Contractor must keep separate business records for this Contract, including records of disbursements and obligations incurred that must be supported by contracts, invoices, vouchers and other data as appropriate.

https://procure.ohio.gov/static/Master%20Agreements/RSC017042%20GPC002%20State%20of%20OH%20Particiapting%20Addendum.pdf https://procure.ohio.gov/pdf/RS902820_Master_Agreement_9408.pdf https://procure.ohio.gov/static/pdf/About_Procurement/Procurement_Policies/Standard_T_C_04-10-23.pdf

During the period covered by this Contract and until the expiration of three (3) years after final payment under this Contract, the Contractor agrees to provide the State, or any authorized representatives providing financial support to the work undertaken hereunder, with access to and the right to examine any books, documents, papers and records of the Contractor involving transactions related to this Contract.

The Contractor must, for each subcontract in excess of $2,500, require its subcontractors to agree to the same provisions of this Section. The Contractor may not artificially divide contracts with its subcontractors to avoid requiring subcontractors to agree to this provision. This provision does not apply to contracts where federal funds are used and the federal government requires audits of all subcontracts regardless of the amount of the contract.

For clarity, a subcontractor means anyone providing actual rental of the vehicle and does not include any company providing ancillary services like vehicle maintenance or car washing services.

The Contractor must provide access to the requested records at the location specified by the State no later than five (5) business days after the request by the State, the State’s designee or any party with audit rights. If an audit reveals any material deviation from the Contract requirements, any misrepresentations, or overcharge to the State or any other provider of funds for the Contract, the State or other party will be entitled to recover damages as well as the cost of the audit.

3.6. CONTRACT REMEDIES

Section VI, Performance and Compliance, H. Contract Remedies of the State of Ohio’s Standard Terms and Conditions is removed and replaced with the following:

1. Actual Damages. The Contractor is liable to the State for all actual and direct damages caused by the Contractor’s default. The State may self-perform or buy substitute Deliverables from a third party for those that were to be provided by the Contractor.

2. Liquidated Damages. Removed.

3. Right to Withhold or Offset. The Ordering Agency may withhold payment or set off the amount of any other damages or claims for damages, or any other obligation of the Contractor or its subsidiaries to the Ordering Agency, including any amounts the Contractor owes the Ordering Agency under this Contract, against any payments due to the Contractor under this Contract.

3.7. CONTRACTOR REVENUE SHARE

The Contractor must pay the Department of Administrative Services (DAS) a revenue share of Administrative Fee Components (as defined below) under this contract. The Contractor must remit the revenue share in U.S. dollars within sixty (60) days after the end of the quarterly sales reporting period. The revenue share equals 0.75% of the total amount of Administrative Fee Components for the quarterly period. Contractors must include the revenue share in the Ohio-specific Pricelist. For clarity, the Ohio-specific Pricelist means the prices in the Master Agreement, as amended, with the 0.75% revenue share included. The revenue share is included in the award price(s) and reflected in the total amount charged to ordering agencies which includes both state agencies and political subdivisions using this Contract. The term “Administrative Fee Components” is defined as base rental charges and the following optional products: GPS units, satellite radio service, toll devise, Personal Affects Insurance (PAI), Personal Effects Coverage (PEC), and any charges for additional roadside assistance purchased by the Traveler, BUT specifically excluding: taxes, facility charges, and concession recovery and other pass-through fees and charges.

The Contractor must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, the Contractor must identify the payment as a “State of Ohio Revenue Share” and include this Contract number, total report amount, and reporting period covered.

Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment portal, or ACH payment, if approved by the State, using the instructions below

Check remittance:

Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance Form at the following link, https://das.ohio.gov/revenueshareform.

Credit Card Payments:

To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue Share” as the payment type and follow the on-screen prompts.

https://das.ohio.gov/revenueshareform https://epay.das.ohio.gov/Payment%20

ACH Payments:

If this payment method is approved by the State, the State will provide payment instructions to Contractor.

If the full amount of the Revenue Share is not paid within 60 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may setoff any unpaid Revenue Share from any amount owed to the Contractor under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the Revenue Share. Additionally, if the Contractor fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

3.8. CONTRACTOR QUARTERLY SALES REPORT

The Contractor must report the quarterly dollar value (in U.S. dollars and rounded to the nearest whole dollar) of the sales to Cooperative Purchasing Members under this Contract by calendar quarter (e.g. January-March, April- June, July-September and October-December). The dollar value of the Administrative Fee Components is the amount paid by the Contract user for the such services listed on the purchase order or other encumbering document, as recorded by the Contractor.

To submit this quarterly sales report, the Contractor is responsible for obtaining access to OhioBuys and must report the quarterly dollar value of sales to Cooperative Purchasing Members to the Department of Administrative Services (DAS) via the Internet using OhioBuys at the following web address supplier-emarketplace.ohio.gov . If no sales occur, the Contractor must report zero. The report must be submitted no later than sixty (60) days following the completion of the reporting period.

The Contractor shall also submit a close-out report within one hundred and twenty (120) days after the expiration of this Contract. The Contract expires upon the physical completion of the last outstanding task or delivery order of the Contract. The close-out report must cover all sales not shown in the final quarterly report and reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the final quarterly report, then the Contractor should show zero “0” sales in the close-out report.

If the Contractor fails to submit sales reports, falsifies reports or fails to submit sales reports in a timely manner, DAS may terminate this Contract.

3.9. OHIO-SPECIFIC PRICELIST

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

3.10. DROP FEE (HOME CITY OR NON-AIRPORT IN-STATE ONE-WAY RENTALS)

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 Ohio shall be $75.00.