REVISED CONTRACT AWARD NOTIFICATION

State of New York Executive Department Office Of General Services New York State Procurement (NYSPro) 38th Floor, Corning Tower Empire State Plaza Albany, New York 12242 http://www.ogs.ny.gov REVISED CONTRACT AWARD NOTIFICATION Title : Group 72002 FLEET MANAGEMENT SERVICES Classification Code(s): 25 Award Number : 20108 (Replaces Award S950190) Contract Period : November 1, 2007 to September 30, 2014 Bid Opening Date : June 29, 2006 Date of Issue : November 1, 2007 (Revised June 29, 2013) Specification Reference : Contractor Information : As Incorporated Herein Appears on Page 2 of this Award Name : Title : Phone : Fax : E-mail : State Agencies & Vendors Michael Riley Contract Management Specialist 518-474-6716 518-474-1160 michael.riley@ogs.ny.gov Address Inquiries To: Political Subdivisions & Others Phone : Fax : E-mail : Customer Services 518-474-6717 518-474-2437 customer.services@ogs.ny.gov The New York State Procurement values your input. Complete and return "Contract Performance Report" at end of document. Description This contract provides participating State and eligible non-state agencies with the ability to obtain vehicle maintenance and repair services, tracking of such services, and consolidated billing. This Contract Award Notification has been created to summarize the contract between NYS Office of General Services and the contractor, ARI. The official AGREEMENT is attached to the end of this document. PR # 20108-T

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 2 NOTE: See individual contract items to determine actual awardees. CONTRACT # CONTRACTOR & ADDRESS TELEPHONE # FEDERAL ID# PS63512 AUTOMOTIVE RENTALS, INC. 856-439-7443 210622527 4001 Leadenhall Road 856-439-7469 Mount Laurel, NJ 08054 Ms. Cheryl Graham or VENDOR ID# Mr. Timothy Weick Fax: 856-727-5827 1000008693 856-727-6962 E-mail: cgraham@arifleet.com tweick@arifleet.com For beginning implementation of this contract and for contract questions, please contact the following individuals: Crystal Pepper Mike Grabosky 856-787-6519 OR 856-727-6961 cpepper@arifleet.com mgrabosky@arifleet.com Questions for NYS contract users: 1-877-FLEET (1-877-353-3874) Emergency Services: 1-800- car care (1-800-227-2273) Email: ImplementNY@arifleet.com INVOICES MUST BE SENT DIRECTLY TO THE ORDERING AGENCY FOR PAYMENT. (See "Contract Payments" and "Electronic Payments" in this document.) AGENCIES SHOULD NOTIFY THE NEW YORK STATE PROCUREMENT PROMPTLY IF THE CONTRACTOR FAILS TO MEET DELIVERY OR OTHER TERMS OF THIS CONTRACT. PRODUCTS OR SERVICES WHICH DO NOT COMPLY WITH THE SPECIFICATIONS OR ARE OTHERWISE UNSATISFACTORY TO THE AGENCY SHOULD ALSO BE REPORTED TO THE NEW YORK STATE PROCUREMENT. RECYCLED, REMANUFACTURED AND ENERGY EFFICIENT PRODUCTS: The New York State Procurement supports and encourages the purchase of recycled, remanufactured, energy efficient and "energy star" products. If one of the following codes appears as a suffix in the Award Number or is noted under the individual Contract Number(s) in this Contract Award Notification, please look at the individual awarded items for more information on products meeting the suffix description. RS,RP,RA Recycled RM Remanufactured SW Solid Waste Impact EE Energy Efficient E* EPA Energy Star ES Environmentally Sensitive

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 3 NOTE TO AUTHORIZED USERS: When placing purchase orders under the contract(s), the authorized user should be familiar with and follow the terms and conditions governing its use which usually appears at the end of this document. The authorized user is accountable and responsible for compliance with the requirements of public procurement processes. The authorized user must periodically sample the results of its procurements to determine its compliance. In sampling its procurements, an authorized user should test for reasonableness of results to ensure that such results can withstand public scrutiny. The authorized user, when purchasing from OGS contracts, should hold the contractor accountable for contract compliance and meeting the contract terms, conditions, specifications, and other requirements. Also, in recognition of market fluctuations over time, authorized users are encouraged to seek improved pricing whenever possible. Authorized users have the responsibility to document purchases, particularly when using OGS multiple award contracts for the same or similar product(s)/service(s), which should include: a statement of need and associated requirements, a summary of the contract alternatives considered for the purchase, the reason(s) supporting the resulting purchase (e.g., show the basis for the selection among multiple contracts at the time of purchase was the most practical and economical alternative and was in the best interests of the State). SCOPE: The scope of services in this Award covers only those services expressly provided for herein, including any written amendments. These services shall include: the coordination and management of automotive fleet maintenance and repairs, the reporting of said maintenance and repairs, accident management, towing, billing, payment and record keeping

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 4 DEFINITIONS: ARI insights means ARI s proprietary web based fleet management system which includes reporting requirements, ordering and approval processes, as well as, parameters for any coding required on new orders, operating parameters for all fleet management programs being subscribed to and associated start-up dates. ASE means the National Institute, Automotive Service Excellence certificate. ATA means the American Trucking Association. Chilton means the Chilton Labor Guide (www. chilton.line.com) Fleet Stats means ARI s proprietary system of providing a series of standardized reports on fleet maintenance. FTP means the file transfer protocol. Independent Account Vendor means a vendor that ARI does business with which is an independent local vendor which performs fleet maintenance and repair. INTELLIFLEET means ARI s proprietary interactive server based maintenance management system which enables ARI service and claims technicians the ability to improve cost management and enhance client reporting capabilities. IntelliPay means ARI s voluntary quick payment program whereby a vendor can elect to invoice ARI electronically and receive payment within 48 hours via electronic transfer. There is a processing fee of up to 3% and this is accounted for by deducting the fee from the payment to the vendor. Thus, a vendor may be paid up to, but no less than, 97% of an invoice. Mitchell means the Mitchell Mechanical Labor Estimating Guide 2006, and as updated (www.mitchell.com) National Account Vendor means a vendor with which ARI conducts business nationwide through various dealerships and conducts fleet maintenance and repair. OEM means original equipment manufacturer. PM means preventative maintenance. Vendor Network List means the list of all vendors, both Independent Account Vendors and National Account Vendors, with which ARI contracts to do business.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 5 CONTRACT ROLLOUT: A. ARI will meet with Authorized Users (either individually or in groups) to train. ARI will issue packets to the fleet coordinator/manager for placement in each vehicle. The packets shall contain an instructional letter with the policy and procedures to be followed, a coupon sheet for preventative maintenance, and accident management information. At the request of the Authorized User, these packets may also be mailed directly to the driver or sites where the vehicles are located. B. ARI shall conduct on-line tutorials via WebCasts for groups of drivers at the request of Authorized Users. These on-line tutorials can be attended by new drivers or drivers that require further training. Enrollment of both new drivers and vehicles can be accomplished via ARI's on-line Access System. Fleet managers will be able to add or eliminate drivers and vehicles via this site by using an appropriate pin number. C. ARI has both the Total Management Systems (TMS) maintenance program, and TruckServe program. TMS: provides a vehicle maintenance program for vehicles under sixteen thousand pounds gross vehicle weight (GVW), with coupon books provided for maintenance. TruckServe is ARI's vocational truck maintenance management program for vehicles sixteen thousand pounds gross vehicle weight (GVW) or higher, with preventative maintenance schedules provided for maintenance. Both programs shall include the following services: Customized PM Coupon Books (TMS) or PM Schedules (TruckServe). A toll-free number: 1-800-Car-Care. Non-scheduled maintenance-and-repair. In-house, 24/7/365 repair authorizations. ASE-certified technicians. Program parameters customized to the Authorized User s requirements. 100% return of post-warranty recovery. On-line management reports. D. During startup, the contractor will assign a Coordinator to work directly with the Authorized User to customize a PM schedule that fits the user's fleet needs. These PM needs may include an oil and filter change, engine tune-ups, state inspections, and any equipment or serviceable improvements the Authorized User's fleet may have. Vehicles enrolled in either TMS or TruckServe are issued preventative maintenance schedules and coupons that are customized to meet both the requirements of the vehicle manufacturer and the needs of the Authorized User. Coupons act as both a driver reminder and as a purchase order, eliminating pre-authorization. Contractor will set up an Authorized User's current independent vendor to accept coupons if necessary and when requested.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 6 EMERGENCY ROADSIDE SERVICE: The contractor's maintenance programs provide for towing and temporary transportation, if necessary. The costs of towing these vehicles and temporary transportation are an additional charge in both the TMS and TruckServe programs. Roadside service is to include, but is not limited to: 24 hour toll-free Road Assistance Program Emergency towing, Tire changing service, Battery jump service, Flat tire assistance, Gasoline/Oil/Engine fluids, Water Service Lockout service The cost of service is $30.00 per occurrence plus any additional fee charged for the services provided (such as services noted above). Contractor shall first attempt to utilize the manufacturer's roadside assistance service which may be in place on covered vehicles. RECALLS: When notified by applicable vehicle manufacturers, ARI will post recall information on its ARI insights system. The recall information is also entered into INTELLIFLEET, which alerts ASE Certified Technicians and fleet managers. In addition, ARI shall e-mail all major recalls as part of its "Fleetwire" which is sent to all Authorized Users. RECOVERY OF POST/OUT-OF-WARRANTY REPAIRS: The contractor will frequently review all published manufacturers' campaigns, recalls and known problems when coordinating vehicle repairs. If a vehicle is eligible for up-front warranty, it will be directed to a dealership accordingly. The Authorized User is to be notified of all post-warranty repairs being pursued. If there is potential for post-warranty recovery on any TMS vehicles, the contractor will negotiate with the component/vehicle manufacturer for reimbursement on behalf of the Authorized User. Upon recovering any monies, the contractor will refund 100% to the Authorized User through a reduction in the cost of repair or as a credit on the miscellaneous invoice. There is no fee for this service. CUSTOMER SUPPORT CENTER: The contractor's call center staff consists of a majority of ASE-certified technicians who are available on a 24/7/365 basis. The call center number is 1-800-CAR-CARE. SERVICE PROVIDERS: The contractor maintains a database of participating service providers for purposes of this contract. This network consists of both independent and national account vendors. Authorized Users of this contract may contact ARI at any time to add a vendor not currently in the participating network. A telephone number and contact name should be provided and contractor will work directly with service provider to implement. Authorized Users also have the capability to request removal of a service provider for purposes of their individual fleet.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 7 PROCESSING PAYMENTS & COST REVIEW: The contractor uses both Mitchell's and Chilton's online parts and labor estimating guides. However, the parties reserve the right to agree in writing to the use of a supplemental or substitute parts and labor estimating guide. The contractor is to notify the Office of General Services when additional guides are being utilized. Invoices incurred by Authorized Users shall be issued with parts and labor broken-out and net all taxes, where applicable. Authorized Users have the capability to set individual dollar amounts for repairs and maintenance to their fleet. Repairs that exceed the maximum dollar amount will prompt the contractor to call the Authorized User for authorization. If an Authorized User does not establish a dollar amount limit for approval of repairs, contractor will contact Authorized User for repair or maintenance in excess of $1,000.00. It is the responsibility of the contractor to ensure that all parts pricing, labor rates and times are compared to published national guidelines. MONITORING REPAIRS: During implementation, the contractor will set up and house policy and fleet parameters. Client specific parameters, vehicle maintenance history, dollar approval limits, vendor and parts exceptions, and component warranty information are coded into contractor's INTELLIFLEETsystem. Anytime an Authorized User places a call to contractor call center, the Authorized User's information will be accessed and the appropriate point-person will be contacted for authorization, if required. ENROLLMENT: Authorized Users have the capability to add and/or delete vehicles to/from ARI's insights system. Users can also override ARI field names with terminology that is more meaningful to its agency. ACCIDENT MANAGEMENT AND REPAIRS: The contractor's Accident Management Program is available 24/7/365 via a toll free number, 1-800-CAR-CARE. Authorized Users may pick and choose what portion of the program they wish to use. Accident Management consists of the following: Documentation on report of accident, etc. Securing repair estimates Providing an appraisal Conducting subrogation Authorized Users will have access to accident related data and reports, of which contractor is in receipt of, through ARI insights. AS NEEDED/"AD HOC" REPAIR, SERVICE, TOWING PROGRAM: The contractor offers Authorized Users a "per-occurrence" service and pricing plan. If an Authorized User desires to only participate on a per-occurrence basis, the following services are available: Preventative Maintenance -Vehicles w/gvwr < 16,000 lbs. -Vehicles w/gvwr >16,000 lbs. Roadside Assistance/Towing including Administration Accident Management All services in the "Ad Hoc" program are treated as "pass through" expenses. Roadside assistance is done on a per occurrence basis and all service charges are also "pass through" expenses.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 8 PRICING: There are two programs available: As Needed/Ad Hoc Program and Total Management Systems (TMS). The TMS program is a full service program which includes TruckServe for vehicles > 16,000 GVWR. MAINTENANCE AS NEEDED PROGRAM - Participants contact ARI to arrange for maintenance, towing, repairs, etc., on an "as needed" basis. Per Transaction Service Charge - A single fee is charged per use/per invoice from service provider. Monthly Fee - There is no monthly fee per month per vehicle. Vehicle History - No on-going vehicle history is maintained by ARI. Notification of Scheduled Maintenance - No notification of scheduled maintenance, etc., is provided by ARI. Service Provider Pricing - Pricing from service provider to be the same as charged to other customers in general OR as charged under a "national account program" within ARI'S vendor network. Emergency Roadside Assistance - Service to be provided on a per incident basis. The price does not include other charges for service, repair, towing, etc., from service provider. Pricing Schedule: Monthly Charge Cars, Vans, Pickups (GVWR < 16,000 lbs.) None Trucks (GVWR > 16,000 lbs.) None Transaction Service Charge Cars and Vans (< 16,000 GVWR) $ 18.00 Trucks (GVWR > 16,000 lbs.) $ 25.00 (The $18.00 and $25.00 charge for the as needed/ad hoc program for repair and service is a charge in addition to the actual charges for repair and service.) Emergency Roadside Assistance Cars and Vans (< 16,000 GVWR) $ 30.00 Trucks (>16,000 GVWR) $ 50.00 Accident Management Fee - Base fee for assessing damage and/or arranging for repair, etc., when vehicle has been in an accident. Accident Management (ALL IN): $225.00 Documentation on report of accident, etc. $100.00* Securing repair estimates $125.00* Providing an appraisal included above* Conducting subrogation $105.00/or 15% recovery** **The choice of either $105.00 or 15% is to be made by the Authorized User at the beginning of the program with ARI. The option of utilizing the total accident management program or the documentation report and/or repair estimate portion must be determined at the beginning of the program with ARI for each Authorized User. The Authorized User may add or delete the accident management/subrogation program as a feature as new vehicles are added to the system, or upon written request to ARI may add or delete the accident management/subrogation program for existing vehicles. (See Exhibit 1 of Agreement.)

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 9 PRICING: (cont'd) TOTAL MANAGEMENT SYSTEMS Participant vehicles are in program on a continuous basis. Per Transaction Service Charge - There is no per use service fee. Monthly Fee - There is a monthly fee per vehicle. Vehicle History - ARI maintains vehicle history. Notification of Scheduled Maintenance - Participating agency is notified when scheduled maintenance is needed. Service Provider Pricing - Pricing from service provider to be the same as charged to other customers in general OR as charged under a "national account program" if one exists for the provider and there is agreement between ARI and the provider to utilize national account program. Emergency Roadside Assistance - Service to be provided on a per incident basis with NO base fee; charges for other service, repair, etc., from service provider is billable. Pricing Schedule: Monthly Charge Cars and Vans (GVWR < 16,000 lbs.) $ 5.90 Trucks (GVWR > 16,000 lbs.) $20.00 Transaction Service Charge Cars and Vans (GVWR < 16,000 lbs.) None Trucks (GVWR > 16,000 lbs.) None Emergency Roadside Assistance Cars and Vans (GVWR < 16,000 lbs.) $ 30.00 Trucks (GVWR > 16,000 lbs.) $ 50.00 Accident Management Fee - Base fee for assessing damage and/or arranging for repair, etc., when vehicle has been in an accident. Accident Management (ALL IN): $225.00 Documentation on report of accident, etc. $100.00* Securing repair estimates $125.00* Providing an appraisal included above* Conducting subrogation $105.00/or 15% recovery** **The choice of either $105.00 or 15% is to be made by the Authorized User at the beginning of the program with ARI. The option of utilizing the total accident management program or the documentation report and/or repair estimate portion must be determined at the beginning of the program with ARI for each Authorized User. The Authorized User may add or delete the accident management/subrogation program as a feature as new vehicles are added to the system, or upon written request to ARI may add or delete the accident management/subrogation program for existing vehicles. (See Exhibit 1 of Agreement.)

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 10 AUTHORIZATION FOR SERVICE: Contract participants shall set their own authorization thresholds with the contractor. If an Authorized User does not establish a dollar amount limit for approval of repairs, contractor will contact Authorized User for repair or maintenance in excess of $1,000.00. Driver will call ARI's 24-hour toll free number (1-800-CAR-CARE) and provide a description of problem or service desired and the location of the vehicle. It is ARI's responsibility to arrange for appropriate service, including towing, if required, as soon as possible and obtain agency representative authorization, if required, either prior to repair, or if after hours or on a holiday, at the beginning of the next business day. ARI is to be notified for all repairs, regardless of the estimated amount. This will allow them to perform the best service in that they can direct the caller to the facility that can best perform the specific service under the best terms and conditions for the specific user agency. ARI maintains a log of all calls associated with each transaction. Such logs may be subject to audit by the State or the individual user agency. Identification of authorized agency representative(s) shall be arranged at time of agency enrollment. AUTHORIZATION THRESHOLDS: There are basically three different types of repair authorizations that may be used in this contract - the driver authorization, the ARI authorization, and the user agency representative authorization. Users should establish dollar limits when enrolling vehicles. User agencies retain the right to change the authorization levels at any time with notice to contractor. DRIVER'S GUIDE & PARTICIPATING SERVICE PROVIDERS: ARI shall provide a driver's guide that contains all pertinent information for use of this contract, including ARI's toll-free telephone number and a list of, at the least, the names of national account service providers. It is preferred that this list also contain the local service providers if possible. Supplements or updates to this guide must be provided when national accounts are added to or deleted from the general contractors list of service providers. CONTRACT PERIOD AND EXTENSION: The State and the contractor may mutually agree to extend the term of the contract in writing under the same terms and conditions which extensions may be exercised as an additional month, three month, six month, twelve month or twenty four month period. Such agreements are to be effective solely upon the written approval of the State Comptroller.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 11 REPORT OF CONTRACT PURCHASES AND SERVICES: Contractor shall furnish report of purchases and services made from contract the fifteenth of the month following the end of each 12 (twelve) month period. The reports shall be in the following format: Listing of all contract participants. Listing of all fleet managers. Listing of vehicles enrolled. Listing of all programs each vehicle is enrolled in. Total value of products and services purchased through the contract for each vehicle. Break-out of expenditures for types of products and services. Break-out of expenditures for each national chain supplier/service provider. Out-Of-Warranty recoveries made. Accidents processed. Subrogations processed. Other reports on activities that have occurred. The report is to be submitted to the New York State Procurement, NYS Office of General Services, Tower Bldg., Empire State Plaza, Albany, NY 12242, to the attention of the individual shown on the front page of the Contract Award Notification and shall reference the Group Number, the Award Number, Contract Number, sales period, and contractor's name. The State reserves the right to modify format to meet specific contract extension or re-bid needs, per request. Additional related sales information, such as monthly reports, and/or detailed user purchases may be required and must be supplied upon request. Failure to submit the required report may be cause for disqualification of contractor for current or future contracts. PRICE: General - Final net price for contract services includes any and all costs associated with providing services. Price includes administrative charges, fees, surcharges, miscellaneous charges, etc., to contract participants via centralized billing. All supplier/service provider charges shall be passed through the contractor in centralized billings to the contract participants. Supplier/service provider charges shall be no more than standard national prices or what is typically charged to fleet customers. The contractor may not increase or add to supplier/service provider billings. Lower Pricing - The State reserves the right to negotiate lower pricing, or to advertise for bids, whichever is in the State's best interest as determined by the Commissioner, in the event of a significant decrease in market price of any service listed. In addition, if the contractor s normal pricing to the public or to the trade in general is less than the net/contract pricing with the application of a contract discount, etc., then the normal pricing to the public or to the trade in general shall also be granted to contract participants.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 12 PRICE: (Cont'd) Unworkable Price Structure - Should the price structure utilized by the parties become unworkable, detrimental or injurious to the State and/or Contractor or result in prices which are not truly reflective of current market conditions, and the price is deemed unreasonable or excessive by the Commissioner, and no adjustment in price is mutually agreeable, the Commissioner reserves the sole right upon 10 days written notice mailed to the contractor to terminate contract. If the contractor is unable or unwilling to meet contractual requirements in whole or in part based on an unworkable price structure, it shall immediately notify the State of that fact in order that the state may take appropriate action. Such notification shall be in writing and shall be directed to the Office of General Services, New York State Procurement. Such notification shall not relieve the contractor of its responsibilities under the contract. The State reserves the right to implement changes in price based on unforeseen factors such as dramatic changes in availability, delivery, costs, etc., for product, supplies, etc., that substantively affect the contractor s business processes or that may impact contract pricing. Such changes may be based on information from the U.S. Bureau of Labor Statistics, industry data, or other sources. CONTRACT EFFECTIVENESS: The contractor must develop and distribute customer satisfaction surveys at least once a year to assigned users. The survey must be approved by NYSPro Associate with responses to be sent directly to NYSPro. Surveys must address the following: o The service providers quality of service. o Effectiveness as a fleet and administrative cost control tool. o Cost competitiveness of services offered by the vendor network covered are cost competitive. o Billing by the vendor partner is accurate. o Responsiveness to requests (repair, roadside assistance, accident reporting, etc.) o Courteousness and knowledge of maintenance service technical staff and network providers. o o o o Usefulness of information on the web site. Encouraging and providing space for a narrative response on: Participant experience using the program. Participant comments/recommendations. Other information as may be deemed necessary by the State. Scoring parameters as follows: Points 5 4 3 2 1 NA Description Excellent Very Good Satisfactory Fair Unsatisfactory Not Applicable NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS New York State political subdivisions and others authorized by New York State law may participate in this contract. These include, but are not limited to local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See "Participation in Centralized Contracts" in Appendix B, OGS General Specifications. For purchase orders issued by the Port Authority of New York and New Jersey (or any other authorized entity that may have delivery locations adjacent to New York State), services to be provided may include locations adjacent to New York State. Upon request, all eligible non-state agencies must furnish contractors with the proper tax exemption certificates and documentation certifying eligibility to use State contracts. A list of categories of eligible entities is available on the OGS web site (www.ogs.ny.gov). Questions regarding an organization's eligibility to purchase from New York State Contracts may also be directed to OGS New York State Procurement's Customer Services at 518-474-6717.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 13 MONTHLY BILLING: ARI shall provide all bills to the Authorized User with parts and labor broken out, where applicable, and net all taxes. The contractor will send two invoices at the end of the month: the Program Invoice (which contains any program fees) and the Miscellaneous Invoice (which contains all pass-through charges such as maintenance and repair charges). Billing can be sent via hard copy, e-mail billing (excel format), FTP files, EDI files, and reporting through the ARI Insights system. The billing format shall be chosen by the Authorized User and ARI shall conform billing procedures as per the request of the Authorized User. Billing shall include: Monthly, Detail Listings, and Invoice Summary Pages sorted according to the client's instructions, including Cost Centers or locations. ARI shall invoice the Authorized User, by the first (1 st ) day of each month and payment shall be due as defined in Appendix B, Section 64. The contractor is not obligated to accept procurement cards as payment for program fees and maintenance and repair charges. Payment of purchases made by Authorized Users other than State Agencies under this Contract shall be the sole responsibility of such entities and the Contractor shall bill such entities directly on vouchers authorized by the said entities. These entities are required to make payments directly to the contractor. Prior to processing such payment, the contractor may be required to complete the ordering non-state agency's own voucher form. (See Exhibit 2 of Agreement.) INFORMATION TECHNOLOGY REPORTING ARI's insights system provides users with immediate online, real-time secure access to a data warehouse of fleet facts 24/7/365. A dedicated help desk for customer support is available from 8:00 a.m. to 5:00 p.m. EST. Training is available upon request. If a fleet manager authorizes the use of ARI insights to others within the company, the system provides the ability to tightly control what those users can see and do. Users can export data from the screen to Excel format. ARI shall provide standardized, ad hoc and customized reports. Reports can be refreshed on demand or scheduled on a daily, weekly or monthly schedule. Reports can also be emailed. Other electronic formats include: PC file, ASCII, Excel, Database, and customized mainframe-to-mainframe transfer. Printed reports are available at no extra cost. (See Exhibit 2 of Agreement.) EXTENSION OF USE This contract may be extended to additional States or governmental jurisdictions upon mutual written agreement between New York State (the lead contracting State) and the contractor. Political subdivisions and other authorized entities within each participating State or governmental jurisdiction may also participate in any resultant contract if such State normally allows participation by such entities. New York State reserves the right to negotiate additional discounts based on any increased volume generated by such extensions. NOTE TO AUTHORIZED USERS: When placing purchase orders under the contract(s), the authorized user should be familiar with and follow the terms and conditions governing its use which usually appears at the end of this document. The authorized user is accountable and responsible for compliance with the requirements of public procurement processes. The authorized user must periodically sample the results of its procurements to determine its compliance. In sampling its procurements, an authorized user should test for reasonableness of results to ensure that such results can withstand public scrutiny. The authorized user, when purchasing from OGS contracts, should hold the contractor accountable for contract compliance and meeting the contract terms, conditions, specifications, and other requirements. Also, in recognition of market fluctuations over time, authorized users are encouraged to seek improved pricing whenever possible. Authorized users have the responsibility to document purchases, particularly when using OGS multiple award contracts for the same or similar product(s)/service(s), which should include: a statement of need and associated requirements, a summary of the contract alternatives considered for the purchase, the reason(s) supporting the resulting purchase (e.g., show the basis for the selection among multiple contracts at the time of purchase was the most practical and economical alternative and was in the best interests of the State).

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 14 TIRE PURCHASES: The Office of General Services, New York State Procurement administers a separate statewide contract for Tires, Group 30600. Tires should be purchased from the Tire contract whenever feasible. Tires may be purchased under this contract in emergency situations where it would be dangerous or cause excessive delay to secure and mount tires from the award for Group 30600. POOR PERFORMANCE: Agencies should notify the NYSPro Associate or NYSPro s Customer Services promptly if the contractor fails to meet the service requirements of this contract. Service which does not comply with the specifications or is otherwise unsatisfactory to the agency should also be reported to Customer Services.: NYSPro Associate: Sandra Nolan Phone: 518-474-5040 Purchasing Officer I Fax: 518-474-8676 E-mail: sandra.nolan@ogs.ny.gov NYSPro Customer Services: Office of General Services Phone: 518/474-6717 New York State Procurement Fax: 518/474-2437 Customer Services Coordination E-mail: customer.services@ogs.ny.gov 38th Floor Corning Tower Empire State Plaza Albany, NY 12242 CONTRACT AMENDMENT PROCESS: During the term of the contract, the contract may be amended as changes occur within the industry. The Office of General Service, New York State Procurement reserves the right to consider amendments which are not specifically covered by the terms of the contract but are judged to be in the best interest of the State. The process by which amendments may occur is in accordance with the method outlined below. The OGS, an Authorized User, or the Contractor may suggest changes. If the Contractor offers new services, these services may be made available under this contract. It shall be the Contractor s responsibility to submit to the New York State Procurement, service changes for consideration for contract amendment. These changes, if approved, shall take effect upon written notification by the Office of the General Services and may be subject to pre-audit by the Office of the State Comptroller. Contractor submitted requests for changes to the contract during the contract period or any extension period should include the following, as applicable: i.) A cover letter briefly describing the request for addition, stating the need for such service to be added. ii.) If applicable, a statement from an authorized user indicating the requirement for the addition, and the estimated usage (dollars). Some activity, such as changes in process, changes with service providers, etc., may require discussion with and review by OGS NYSPro but still be considered as a normal contract activity and not require pre-audit.

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 15 ROADSIDE ASSISTANCE: {THE INFORMATION HERE IS TAKEN FROM CL-409 dated 01/24/01 on EMERGENCY ROADSIDE ASSISTANCE ] General: State employees who find themselves in need of emergency roadside assistance on State Parkways, the New York State Thruway or other State highways are advised to take the following actions: Maneuver your vehicle off the highway and onto the break down lane. If you have a cell phone, call 911 for assistance and give your location such as the road mile marker, or last exit or intersection. Even cell phones which are not connected to a service provider may maintain their ability to call the universal HELP number 911. Open the vehicle hood and tie a white flag on your antenna or driver's door handle to signal your need for help. Stay with the vehicle. Do not walk on, or on the side of, high-speed highways; it is extremely dangerous. DOT "Restricted-Access" Parkways in the Hudson Valley and Long Island Regions: If possible, call 911 and your call will be routed to the appropriate police agency and/or DOT facility, from which assistance will be dispatched. Only specific towing contractors authorized by DOT may provide assistance on these Parkways. AAA and other service providers cannot tow vehicles which become disabled on these Parkways. Parkway Towing Contractors cover specific areas, and those areas are apportioned so that a tow is able to reach you within 30 minutes. DOT Parkway towing contractors honor some, but not all, major credit cards. Many of the Parkways are also covered by DOT's Highway Emergency Local Patrol (HELP) Program, which provides free assistance (but not towing) to motorists experiencing minor difficulties such as flat tires, running out of gas, etc. HELP vehicles patrol the parkways Monday thru Friday, during the morning and evening rush hours, and may arrive at the scene and correct minor problems without need for other assistance. (NOTE: Towing at State parks is under the direction of the State Park Police.) NY State Thruway: If possible, call 911 or 1-800-842-2233 and report your problem and position. It is the goal of the Thruway Authority to provide emergency service to disabled vehicles within 30 minutes of a confirmed report to the Thruway's communication center. Other State Highways: If possible, call 911 and report your problem and position. OGS has contracted for Automotive Fleet Maintenance, which includes 24-hour emergency & towing service. This is a voluntary contract available to state and non-state agencies. If your agency subscribes to this service, call ARI directly on 1-800-CAR-CARE, or ask the dispatcher at 911 to contact ARI Vehicle Management Services at 1-CAR-CARE for roadside assistance. ARI will provide the assistance and then invoice your agency. If You Are In A Rental Vehicle: If the breakdown occurs while driving a rental vehicle, check the glove compartment for the rental company's information covering vehicle problems and follow the instructions. Useful Web Sites For More Information: DOT: http://www.hudsonvalleytraveler.com NY State Thruway: http://www.thruway.ny.gov

GROUP 72002 FLEET MANAGEMENT SERVICES AWARD PAGE 16 State of New York Office of General Services NEW YORK STATE PROCUREMENT Contract Performance Report Please take a moment to let us know how this contract award has measured up to your expectations. If reporting on more than one contractor or product, please make copies as needed. This office will use the information to improve our contract award, where appropriate. Comments should include those of the product s end user. Contract No.: Contractor. Describe Product* Provided (Include Item No., if available): *Note: Product is defined as a deliverable under any Bid or Contract, which may include commodities (including printing), services and/or technology. The term Product includes Licensed Software. Product meets your needs Product meets contract specifications Pricing Excellent Good Acceptable Unacceptable CONTRACTOR Timeliness of delivery Completeness of order (fill rate) Responsiveness to inquiries Employee courtesy Problem resolution Excellent Good Acceptable Unacceptable Comments: (over) Agency: Address: Prepared by: Title: Date: Phone: E-mail: Please detach or photocopy this form & return by FAX to 518/474-2437 or mail to: OGS NEW YORK STATE PROCUREMENT Customer Services, 38th Floor Corning 2 nd Tower - Empire State Plaza Albany, New York 12242 * * * * *