HomeMy Public PortalAboutAgreement_2019-04-16_Enterprose Fleet Management Inc_1st AmendmentAGREEMENT COVER SHEET
AC REEMENT H (VY-it)
Type of Contract n
❑ Consultant Services Professional Services Public Works d Other: CIR fN1 jr
Meeting Date of Approval (Only If Applicable)
Date
Contact Information
Name of Company: EWIEPPVUSE :rL 6fT HWAGI ~T►
Address: 1121t7 S. PA10 SIV66T
1WPWA,, CA 610248
Contact Person:
Phone Number:
Email:
Scope (Type of Project)
V swue LVAD A'ND MAI IxwAtze
Term of Contract
APwL ALO , 2o�a
Beginning Date Contract Completion Date
Total Contract Amount Notes:
Dollar Amount
Contract Reviewed By
City Manager Department Directorj City Attorney No Changes to the Template
Administrative Services Director ❑ Other:
Insurance
Additional Insured Endorsement Cancellation Provision General/Auto/Workman Comp.
FIRST AMENDMENT TO THE MASTER EQUITY LEASE AGREEMENT
by and between
the
CITY OF TEMPLE CITY
and
ENTERPRISE FLEET MANAGEMENT
Dated April 16, 2019
FIRST AMENDMENT TO THE MASTER EQUITY LEASE AGREEMENT
This First Amendment to the Master Equity Lease Agreement ("First Amendment'), which
is dated for reference as indicated on the cover page, is hereby entered into by and between the
CITY OF TEMPLE CITY, a California charter city ("City"), and Enterprise Fleet
Management, Inc. , a Missouri corporation ("Lessee"), as follows:
RECITALS
A. On May 19, 2015, the City Council authorize the City Manager to enter into a Master
Equity Lease Agreement ("Agreement) with the Lessee and related addendums (Exhibit
"A") for a vehicle lease and maintenance program.
B. On April 16, 2019, the City Council authorized the City Manager to enter into the First
Amendment to replace six (6) of the originally leased vehicles and add two (2) new vehicles
for a total fleet of 22 leased vehicles.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this First Amendment, which modifies and amends the Agreement as
follows:
1. AMENDMENT. The Agt•eement is hereby modified and amended as follows:
SECTION 1.
LEASE
OF VEHICLES:
The schedule of vehicles is replaced
by Exhibit B
as attached to
this First
Amendment.
executed by the appropriate authorities of the City and
Lessee.
SECTION 3. RENT AND OTHER CHARGES: Exhibit B contains details regarding the
detailed costs of the new leased vehicles with the revised monthly payments listed in the
"New Monthly Payment' column.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except specifically modified and amended in this First
Amendment, the Agreement remains in full force and effect and binding upon the parties.
2.2 Integration. This First Amendment consists of pages 1 to page 5 inclusive and with
Exhibits A and B, which constitute the entire understanding and agreement of the parties and
supersedes all negotiations or previous agreements between the parties with respect to all or any
part of the transaction discussed in this First Amendment.
2.3
Effective
Date. This
First Amendment is effective on the date it has been
formally
approved
by the City
Council and
executed by the appropriate authorities of the City and
Lessee.
Page 2 of 18
2.4 Applicable Law. The laws of the State of California shall govern the interpretation
and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective terms and
provisions. All defined terms utilized in this First Amendment have the same meaning as provided
in the Agreement, unless expressly stated to the contrary in this First Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY:
THE CITY O + + MPLE CITY:
By:
Bryan Cook, City Manager
ATT u ST: APPROV AS TO F
P; �44 4) G%%/
Peggy K, ity Clerk Greg Murphy, City AttorneyKA, l�
LESSEE: Enterprise Fleet Management Trust
(2 signature required if Corporation, Incorporation or Limited babtHty Corporation)
BY r l \
y:
Authorized Officer)
Name: _Y.Wiyt
Title: i )l'Lt >re&CJW
By:
(AutVdffized Officer)
Name: 'M,ZLIA Ltis
Title:
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE
ATTESTATIONS SHALL BE INCLUDED AS MAYBE REQUIRED BY THE BYLAWS, ARTICLES
OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY
Page 3 of 18
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER
RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S
BUSINESS ENTITY.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ya I W 20/1, before me, JOANNA CARDENAS f N
Date , A acme And I i e ice -r (e..g. " ane Doe, ary Public j—
personally appeared "`� `�' ,v` s f N41 1�t L.
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persons) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. ,. ., JOANNA CARDENAS
Notary Public California
z
CCountyCommm issiossio n A 22640)9
My Comm. Expires Nov 20, 2022 '
ignature of Notary Public ���
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACITIES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
Titles)
Partners) Limited
General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Persons) Or Entity(ies)
Page 4 of 18
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER
RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S
BUSINESS ENTITY.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 20 ,before me, ,
Date ame And Title Ot Officer e.g. ane Doe, Notary Public
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persons) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACITIES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
Titles)
Partners) Limited
General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Persons) Or Entit y(ies)
Page 5 of 1 S
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
UF.1t3�31�S.I11LiL1'ili
EXHIBIT A
MASTER EQUITY LEASE AGREEMENT
EXHIBIT A
aIASTER EQUITY LEASE ACREEaIBMf
This Master Equity Lease Agreement Is entered into Ihls seventeenth day of June, 2015, by and between Enterprise FM Trust, a Delaware
statutory trust ("Lessor'), and the lessee whose name and address is set forth on the signature page below ("Lessee").
1. LEASE OF VEHICLES: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a "Vehicle" and
collectively, the "Vehicles] described In the schedules from time to time delivered by Lessor to Lessee as set forth below ("Schedule(s)") for the rentals
and on the terns set forth In this Agreement and in the applicable Schedule. References to this "Agreement" shall Include this Master Equity Lease
Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each
Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will Include, among other things, a description of the Vehicle, the lease term and
the monthly rental and other payments due with respect to the Vehicle. The lens contained In each such Schedule will be binding on Lessee unless
Lessee objects In writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole
legal owner of each Vehicle. This Agreement Is a lease only and Lessee will have no right, title or Interest in or to the Vehicles except for the use of the
Vehicles as described In this Agreement. This Agreement shall be treated as a true lease for federal and applicable slate Income tax purposes with
Lessor having all benefits or ownership or the Vehicles. It Is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof
(together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, "Servicer') may administer this Agreement on behalf of
Lessor and may perform the service functions herein provided to be performed by Lessor.
2, TERM: The Tenn of this Agreement ('Term) for each Vehicle begins on the dale such Vehicle Is delivered to Lessee (the "Delivery Date) and,
unless terminated earlier In accordance with the terms or this Agreement, continues for the "lease Terni as described In the applicable Schedule.
3. RENT AND OTHER CHARGES:
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will
he In the amount listed as the 'Total Monthly Rental Including Additional Services^ on the applicable Schedule (with any portion of such amount
Identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet
Management, Inc) and will be due and payable In advance on the first day of each month, If a Vehicle is delivered to Lessee on any day other than the
first day of a month, monthly rental payments will begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to
pay Lessor a pro -rated rental charge for the number of days that the Delivery Dale precedes the first monthly rental payment dale, A portion of each
monthly rental payment, being the amount designated as "Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for
depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c).
Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule an the due date of the first monthly rental payment under such
Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Tem Inadon" set forth in each Schedule at the and of the applicable Term
(whether by reason of expiration, early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term. whether as a result of a default by Lessee, a Casually
Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the
adjusted amount will be payable by Lessee to Lessor on the termination date,
(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the
Book Value of such Vehicle over the greater of (1) the wholesale value of such Vehicle as determined by Lessor In good faith or (II) except as provided
below, twenty percent (20%) of the Delivered Price of such Vehicle asset forth in the applicable Schedule. If the Book Value of such Vehicle Is less than
the greater of (1) the wholesale value of such Vehicle as determined by Lessor In goad faith or (II) except as provided below, twenty percent (20%) of the
Delivered Price of such Vehicle as set forth In the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment
within thirty (30) days after the end of the applicable Term, Notwithstanding the foregoing, If (i) the Term for a Vehicle Is greater than foray -eight (48)
months (including any extension of the Term for such Vehicle), (II) the mileage on a Vehicle at the and of the Term Is greater than 15,000 miles per year
on average (prorated on a dally basis) (Laws If the mileage on a Vehicle with a Term of Ihirtysix (38) months is greater than 45,000 miles) or (III) in the
sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two
immediately preceding sentences shall be made without giving effect to clause (ip In each such sentence. The "Book Value' of a Vehicle means the sum
of (I) the "Delivered Price" of the Vehicle as set forth In the applicable Schedule minus (II) the total Depreciation Reserve paid by Lessee to Lessor with
respect to such Vehicle glgg (til) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle.
(d) Any security deposit of Lessee will he returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any
fosses and/or damages suffered by Lessor as a result or Lessee's breach of or default under thls.Agreemenl and/or to any other amounts then owed by
Lessee to Lessor.
(e) Any rental payment or other amount owed by Lessee to Lessor which Is not paid within twenty (20) days after Its due dale will accme Interest,
payable an demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (I) Eighteen Percent (18%) per annum or (it)
the highest rale permitted by applicable law (the "Default Rete).
(p If Lessee falls to pay any amount due under this Agreement or to comply with any of the covenants contained In this Agreement, Lessor,
Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor In
connection therewith will be repayable by Lessee to Lessor upon demand together with Interest thereon at the Default Rate,
(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments
shall be made in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any
Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval In, of, or with respect to, any Vehicle regardless of the
cause or consequence nor any breach by Enterprise Fleet Management, Inc, of any maintenance agreement between Enterprise Fleet Management,
Inc, and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of Its obligations under
this Agreement, Including, without limitation, the payment of rent and other amounts under this Agreement.
4, USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and Insured drivers to use and operate the Vehicles.
Lessee agrees to comply with, and cause its driven to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of all
Insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep The Vehicles free of all liens, charges and
encumbrances. Lessee agrees that In no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any
Illegal purpose or to pull trailers that exceed the manufacturers trailer towing recommendations. Lessee agrees that no Vehicle Is Intended to be or will
be utilized as a "school bus" as defined In the Code of Federal Regulations or any applicable stale or municipal statute or regulation, Lessee agrees not
to remove any Vehicle from the continental United Slates without firs(oblaining Lessors written consent. At the expiration or earlier termination of this
Agreement with respect to each Vehicle. or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees 10 return such
Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to
Lessor as and when required In accordance with this Section, Lessee agrees to pay Lessor additional rent far such Vehicle at twice the normal pro -rated
dally rent. Acceptance of such additional rent by Lessor will In no way limit Lessors remedies with respect to Lessee's failure to return any Vehicle as
required here3alllrq
Initials BPM List. Pale I
Page 7 of 18
Al
EXHIBIT A
8. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other
then federal and stale Income taxes on the Income of Lessor) Incurred in connection with the tilling, registration, delivery, purchase, sale, rental, use or
operation of the Vehicles during the Term, If Lessor, Servicer or any other agent of Lessor Incurs any such costs or expenses, Lessee agrees to
promptly reimburse Lessor for the same.
e. LICENSE AND CHARGES: Each Vehicle will be tilled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges
relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an Initial
charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade•in, exchange allowance or other credit
attributable to any Lessor -owned vehicle.
7. REGISTRATION PLATES, ETC.; Lessee agrees, at its expense, to obtain In the name designated by Lessor all registration plates and other plates,
permits, Inspections and/or licenses required In connection with the Vehicles, except for the Initial registration plates which Lessor will obtain at Lessee's
expense. The parties agree 10 cooperate and to furnish any and all Information or documentation, which may be reasonably necessary for compliance
with the provislons of this Section or any federal, stale or local law, rule, regulation or ordinance, Lessee agrees that It will not permit any Vehicle to be
located In a stale other than the slate In which such Vehicle is then tilled for any continuous period of time that would require such Vehicle to become
subject to the titling and/or registration laws of such other stale.
8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees, at Its expense, to (i) maintain the Vehicles In good condition, repair, maintenance and running order and In accordance with all
manufacturer's Instructions and warranty requirements and all legal requirements and (it) rumish all labor, materials, parts and other essentials required
for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or Improvements to a Vehicle will become and
remain the properly of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing,
so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a
Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and Improvements will in
no Instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or
improvements to any Vehicle which detract from Its economic value or functional utility, Lessor will not be required to make any repairs or replacements
of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever In connection with any
Vehicle or this Agreement.
(b) Lessor and Lessee acknowledge and agree that If Section 4 of a Schedule Includes a charge for maintenance, (1) the Vehicle(s) covered by
such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (11) Lessor shall have no
liability or responsibility for any failure of Enterprise Fleet Management, Inc, to perform any of Its obligations thereunder or to pay or reimburse Lessee
for Its payment of any costs and expenses Incurred In connection with the maintenance or repair of any such Vehicle(s),
9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A
SIZE, DESIGN, CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND
REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEE'S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR
IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE.
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS,"
'WITH ALL FAULTS.• All warranties made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the
applicable Term and Lessee's only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle.
(c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, Incidental or
consequential) or expense of any kind or nature, caused directly or Indirectly, by any Vehicle or any Inadequacy of any Vehicle for any purpose or any
defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay
In providing or failure to provide any Vehicle, or any Inlerruplion or loss of service or use of any Vehicle, or any loss of business or any damage
whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this
Agreement or under any order authorization farm executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any
delay in delivery of any Vehicle ordered by Lessee.
10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause
whatsoever ("Casually Occurrence*), In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty
Occurrence and (hereafter will place the applicable Vehicle in good repair, condition and working order, provided, however, that if the applicable Vehicle
Is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a 'Totaled Vehicle"), Lessee agrees to pay Lessor no later than the
dale thirty (30) days after the date or the Casually Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle,
Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle.
11. INSURANCE:
(a) Lessee agrees to purchase and maintain In force during the Term, insurance policies In at least the amounts listed below covering each
Vehicle, to be written by an Insurance company or companies satisfactory to Lessor, Insuring Lessee, Lessor and any other person or entily designated
by Lessor against any damage, claim, suit, action or liability:
(t) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No -Fault Protection where required
by law) for the limits listed below (mole, • 55,000,000 Combined Single Limit Bodily Injury and Properly Damage with No Deductible Is required for
each Vehicle capable of transporting more than 8 passengers):
Stale of Vehicle Registration Coverage
Connecticut, Massachusetts, Maine, New Hampshire, New $1,O00,000 Combined Single Limit Bodily Injury and Property
Jersey, New York, Pennsylvania, Rhode Island, and Vermont Damage - No Deductible
Florida $500,000 Combined Single Limit Bodily Injury and Property
Damage or $700,000 Bodily Injury Per Person, $
All Olhar Slafes
(fI) Physical Damage Insurance (Colliston &Comprehensive):
occurren Colliston end $250 pe`r occurrence •Comprehensive).
EFM Cost /�L.L-/
300,000 Per
Occurrence and 550,000 Property Dama0e (100!300150) • No
Daduclibie
5300,000 Combined Single Limit Bodily Injury and Properly
Damage or $100,000 Bodily Injury Per Person, f300,000 Per
In I al$;
Occurrence and 550,000 Property Damage (1DOI300/50) • No
Deductible
Actual cash value of the applicable Vehicle, Maximum deductible of $500 per
Pogc 2
Page 8 of 18
A2
EXHIBIT A
If the requirements of any governmental or regulatory agency exceed the minimums staled In this Agreement, Lessee must obtain and maintain the higher
Insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other
person or entity designated by Lessor as additional Insureds and loss payees, as their respective Interests may appear, Further, each such Insurance policy
must provide the following: (1) that the same may not be cancelled, changed or modified until ager the Insurer has given to Lessor, Servicer and any other
person or entity designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii) that no act or
default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or
assigns to recover under such policy or policies of Insurance in the event of any loss of or damage to any Vehicle and (til) that the coverage Is "primary
coverage" for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other
coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks.
Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor
as additional Insureds and loss payees shall be furnished to Lessor prior to the Delivery Dale, and annually thereafter and/or as reasonably requested by
Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee's altomeyin•faci to
receive payment of, to endorse all checks and other documents and to take any other actions necessary to pursue Insurance claims and recover payments If
Lessee fails to do so. Any expense of Lessor, Servicer or any other agent of Lessor In adjusting or collecting insurance shall be bome by Lessee.
Lessee, Its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any Insurance carriers In the
Investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim Is made or action commenced for
death, personal Injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of
such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action,
(b) Notwithstanding the provisions of Section Ii(a) above: (i) if Section 4 of a Schedule Includes a charge for physical damage waiver, Lessor
agrees that (A) Lessee will not be required to obtain or maintain The minimum physical damage Insurance (colllsion and comprehensive) required under
Section 11(a) for the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the
Vehicle($) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable
and responsible for, damage to a covered Vehicle caused by wear and fear or mechanical breakdown or failure, damage to or loss of any parts,
accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property
and/or personal effects contained in a covered Vehicle, In the event of a Casually Occurrence to a covered Vehicle, Lessor may, at Its option, replace,
rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the "Vehicle" for purposes of this
Agreement; and (Ip if Section 4 of a Schedule Includes a charge for commercial automobile liability enrollment, Lessor agrees that It will, at Its expense,
obtain for and on behalf of Lsssee, by adding Lessee as an additional Insured under a commercial automobile liability Insurance policy issued by an
Insurance company selected by Lessor, commercial automobile liability Insurance satisfying the minimum commercial automobile liability Insurance
required under Section 11(a) for the Vehicle(s) covered by such Schedule. Lessor may at anytime during The applicable Term terminate said obligation
to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial
automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice, Upon such cancellation, Insurance In the minimum amounts
as set forth in 11(a) shall be obtained and maintained by Lessee at Lessee's expense, An adjustment will be made In monthly rental charges payable by
Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of Insurance coverage within len (10) days after mailing of
the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver andlor commercial
automobile liability enrollment upon giving Lessee at least thirty (30) days prior written notice.
12. INDEMNITY: To the extent permitted by stale law, Lessee agrees to defend and Indemnify Lessor, Servicer, any other agent of Lessor and their
respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including,
without limitation, reasonable atlomeys' tees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or
assigns may Incur by reason of Lessee's breach or violation of, or failure to observe or perform, any tern, provision or covenant of this Agreement, or as
e result of any loss, damage, (hell or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any
Vehicle. The provisions of this Section 12 shall survive any expiration at termination or this Agreement. Nothing herein shall be deemed to affect the
rights, privileges, and immunities of Lessee and the foregoing indemnity provision Is not intended to be a waiver of any sovereign immunity afforded to
Lessee pursuant to the law.
13, INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at Its expense, all
inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicar, any other agent of Lessor and any of their
respective successors or assigns will have the right To Inspect any Vehicle at any reasonable time(s) during the Term and for this purpose to enter Into or
upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to
provide such written and signed disclosure Information on such forms and in such manner as directed by Lessor. Providing false Information or failure to
complete the odometer disclosure form as required by law may result In fines andlor imprisonment. Lessee hereby agrees to promptly deliver to Lessor
such financial statements and other financial Information regarding Lessee as Lessor may from time to time reasonably request,
14. DEFAULT; REMEDIES: The following shall constitute events of default ("Events of Default') by Lessee under this Agreement: (a) If Lessee falls to
pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedfed for ten (10) days; (b) If Lessee falls to
perform, keep or observe any term, provision or covenant contained In Section 11 of this Agreement; (c) it Lessee fails to perform, keep or observe any
other term, provision or covenant contained In this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice
thereof Is given by Lessor, Servlcet or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a
Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of
Lessor of all or any ponion of the obligations of Lessee under this Agreement shall at any Time for any reason cease to be In full force and effect or shall be
declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall be contested or denied by any
guarantor, or If any guarantor shall deny that It, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fall to comply
with or observe any of the terms, previsions or conditions contained in any such guaranty; (T) the occurrence of a material adverse change in the financial
condition or business of Lessee or any guarantor, or (g) if Lessee or any guarantor Is In default under or fails to comply with any other present or future
agreement with or In favor of Lessor, The Crawford Group, Inc, or any direct or indirect subsidiary of The Crawford Group, Inc., For purposes or this
Section 14, the term "guarantor shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.
Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any
election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive Immediate possession of any or all of the
Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; H Lessee falls to surrender possession of the Vehicles to
Lessor on default (or lamination or expiration of the Term), Lessor, Servicer, any other agent or Lessor and any of Lessols independent contractors
shall have the fight to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce
performance by Lessee of Its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any
other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent permitted by applicable law,
all costs and expenses, Including court costs and reasonable attorneys' fees and expenses, Incurred by Lessor, Servicer, any other agent of Lessor or
any of their respective successors or assigns In attempting or effecting enforcement of Lessols rights under this Agreement (whether or not litigation Is
commenced) In connection with bankruptcy or Insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights
Initials: EFM Cutt� FPlige 9 of 18
A3
EXHIBIT A
under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of
this Agreement (and, If Lessor does not recover possession of a Vehicle, (1) the estimated wholesale value of such Vehicle for purposes of Section 3(c)
shall be deemed to be $0.00 and (If) the calculations described In the first two sentences of Section 3(c) shall be made without giving effect to clause til)
In each such sentence); andlor (Q Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial
Code, any other applicable law or In equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee, Any termination
shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective dale of such lermination or Lessee's obligation to pay any
Indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or In equity are cumulative.
16. ASSIGNMENTS: Lessor may Irem Ilme to time assign, pledge or Transfer this Agreement andlor any or ell of Its rights end obligations under This
Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to
Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights
or obligations of Lessor under this Agreement wlll have all of the rights and obligations that have been assigned to it, Lessee's righls and Interest In and
to the Vehicles are and will continue at all times to be subject and subordinate In all respects to any assignment, pledge or transfer now or hereafter
executed by Lessor with or In favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the
Vehicles so long as no Event of Default under this Agreement has occurred and is continuing, Lessee acknowledges and agrees that the rights of any
assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional
and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage
to or loss or destrudlon of any Vehicle or by reason of any defect in or failure of Mlle of the Lessor or Interruption from whole oever cause In the use, operation
or possession of any Vehicle, or by reason of any Indebtedness or liability howsoever and whenever arising of the Lessor or any of Its affiliates to the Lessee
or to any other person or entity, or for any other reason.
Without the prior written consent of Lessor, Lessee may not assign, sublease, Transfer or pledge This Agreement, any Vehicle, or any interest in Ihls
Agreement or In and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee's
Interest In this Agreement Is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession
of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.
16, MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an
Instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of Its rights or
remedies under this Agreement and no waiver whatsoever shall be valld unless In wriling and signed by Lessor and then only to the extent therein set
forth. A walver by Lessor of any right or remedy under this Agreement on any one occasion shall not be conslmed as a bar to any right or remedy,
which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is
invalid or unenforceable, the remainder of this Agreement and any other application of such term or prevision will not be affected thereby. Giving of all
notices under this Agreement will be sufficient If mailed by codified mall to a party at Its address set forth below or at such other address as such party
may provide in writing from lime to time. Any such notice mailed to such address will be effective one (1) day ager deposit In the United Stales mall,
duly addressed, with cenlfied mall, postage prepaid. Lessee will promptly notify Lessor of any change In Lessee's address. This Agreement may be
executed In multiple counterparts (Including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease
for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (If
more than one) are Joint and several,
17. SUCCESSOR$ AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and Its
heirs, executors, personal representatives, successors and assigns, and will Inure to the benefit of Lessor, Servicer, any other agent of Lessor and !heir
respective successors and assigns. This Agreement will be governed by and construed In accordance with the substantive laws of the State of Missouri
(determined without reference to conflict of law principles),
16. NON -PETITION: Each party hereto hereby covenants and agrees that, prior to the date which Is one year and one day after payment In full of all
Indebtedness of Lessor, it shall not institute against, or join any other person In Instituting against, Lessor any bankruptcy, reorganization, arrangement,
Insolvency or liquidation proceedings or other similar proceeding under the laws of the United Stales or any stale of the United States. The provisions of
this Section 18 shall survive termination of this Master Equity Lease Agreement,
19, NON -APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
acknowledges that Lessee Is a municipal corporation, Is precluded by the County or Slate Constitution and other laws from entering Into obligations that
financially bind future governing bodies, and that, therefore, nothing In this Agreement shall constitute an obligation of future legislative bodies of the
County or Slate to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or Slate fall to appropriate such
funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be
paid for any reasonable damages, These reasonable damages will be limited to the losses Incurred by the Lessor for having to sell the vehicles on the
open used car market prior to the end of the scheduled tens (as determined In Section 3 and Section 14 of Ihls Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above wri
LESSEE: City of Temple Ciry
By; Bryan Cook
Title: Cily Manager
Address: 9701 Los Tunas Dr.
Temple City, CA 91789
Date Signed: J mw -` I V ` '2 �20
ftl
Initiols. EPM !KI CUSI__�
tten,
attorney
LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc., Its
In fact
11 i
f62
By: Daniel Simonelli
Title; Regional Sales Manager
Address: 17210 S. Main Stre
et
Gardena, CA 90248
Dale Signed �e�� ��
P fie 10 of 18
A4
EXHIBIT A
MW NTENANCE AGREEMENT
This Maintenance Agreement
(this "Agreement I Is
made and enlered
Into This seventeenth day
of June, 2016,
by
Enterprise
Fleet Management,
Inc., a Missouri corporation ("EFM"),
and City of Temple
City (`Lessee").
YJITNESSETH
1. LEASE. Reference Is hereby made fo that certain Master Eqully Lease Agreement dated es of the sevenleenlh day of June, 2015, by end between
Enterprise FM Trust, a Delaware statutory Trust, as lessor ("Lessor), and Lessee, as lessee (as the same may (rem time to time be amended, modified,
extended, renewed, supplemented or restated, the "Lease"), All capitalized terms used and not otherwise defined In this Agreement shall have the
respective meanings ascribed to them In the Lease.
2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4
of the Schedule for such vehicle includes a charge for maintenance (the "Covered Vehicle(s)"),
3. TERM AND TERMINATION, The term of this Agreement ('Term") for each Covered Vehicle shall begin an the Delivery Dale of such Covered
Vehicle and shall continue until the last day of the "Term" (as defined In the Lease) for such Covered Vehicle unless earlier terminated as set forth
below, Each or EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to
any or all of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party- The termination or this Agreement with
respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall
thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this
Agreement
4, VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions
or this Agreement, It will pay for, or reimburse Lessee for its payment of, all costs and expenses Incurred In connection with the maintenance or repair of
a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) all and other fluids between
changes, (c) tire repair and replacement, (d) washing, (a) repair of damage due to lack of maintenance by Lessee between scheduled services
(Including, without limitation, failure to maintain fluid levels), (0 maintenance or repair of any alterations to a Covered Vehicle or of any after -market
components (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory -Installed components and does
not cover maintenance or repair of chassis alterations, add-on bodies (Including, without limitation, step vans) or other equipment (including, without
Ilmllallon, lift gates and PTO controls) which is Installed or modified by a dealer, body shop, uplifter or anyone else other than the manufacturer of the
Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an accident, a collision, theft, fire, freezing, vandalism, dol,
explosion, other Acts of God, an object striking the Covered Vehicle, Improper use of the Covered Vehicle (Including, without limitation, driving over
curbs, overloading, racing or other competition) or Lessee's (allure to maintain the Covered Vehicle as required by the Loose, (h) roadside assistance or
towing for vehicle maintenance purposes, (I) mobile services, 0) the cast of loaner or rental vehicles or (k) if the Covered Vehicle Is a truck, (I) manual
transmisslon clutch adjustment or replacement (Ig brake adjustment or replacement or (III) front axle alignment. Whenever it is necessary to have a
Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility
acceptable to EFM, In every case, If the cost or such service will exceed 550.00, Lessee must notify EFM and obtain EFM's authorization for such
service and EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for
all service to a Covered Vehicle, accompanied by a copy of the shop of service order (odometer mileage must be shown on each shop or service order).
EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle unless Lessee has
compiled with the above terms and conditions. EFM will not have any responsibility to pay for any services In excess of the services recommended by
the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a) all service performed
within one hundred twenty (120) days prior to the last day of the scheduled "Tenn' (as defined in the Lease) for the applicable Covered Vehicle must be
authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of and be paid for by Lessee
and (b) EFM is not required to provide or pay for any service to any Covered Vehicle after 100,000 miles.
S. ENTERPRISE CARDS; EFM may, at Its option, provide Lessee with an authorization card (the "EFM Card") for use In authorizing the payment of
charges Incurred In connection with the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or
other statement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account or Lessee with the EFM Card (other then any
charges which are the responsibility of EFM under the terms of this Agreement), EFM reserves the right to change the terms and conditions for the use
of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any
lime. Upon the termination of this Agreement or upon the demand of EFM, Lessee must return the EFM Card to EFM. The EFM Card is non•
iransfemble-
6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable In advance on
the first day of each month. If the first day of the Torte for a Covered Vehicle 1s other than the first day of a calendar month, Lessee will pay EFM, an the
first day of the Term for such Covered Vehicle, a pro -rated maintenance fee for the number of days that the Delivery Date precedes the first monthly
maintenance fee payment dale, Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within
twenty (20) days after Its due date will accrue Interest, payable upon demand of EFM, from the date due until paid in full at a rote per annum equal to the
lesser of (1) Eighteen Percent (18%) per annum or (11) the highest rete allowed by applicable law. The monthly maintenance fee set forth on each
applicable Schedule allows the number of miles per month as set forth In such Schedule, Lessee agrees to pay EFM at the end of the applicable Term
(whether by reason of termination of this Agreement or otherwise) an overmlleage maintenance fee for any miles In excess of this average amount per
month at the rale set forth In the applicable Schedule. EFM may, at Its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to
EFM under this Agreement from Lessee on behalf of EFM,
T, NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM
arranges for maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER
THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY,
PERFORMANCE OR QUALITY, ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT RELIEVE LESSEE
OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE FEES AND OTHER
CHARGES DUE UNDER THIS AGREEMENT,
Initials. EFM Costly Vogt: I
Page 11 of 18
A5
EXHIBIT A
S. LESSOR NOT A PARTY. Lessor Is not a party to, and shall have no rights, obligations or duties under or In respect of, this Agreement,
9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered In person or sent by facsimile, recognized
overnight courier or registered or certified mall, return receipt requested and postage prepaid, to the applicable party at its address or facsimile number
set forth on the signature page of this Agreement, or at such other address or facsimile number as any party hereto may designate as Its adtlress or
facsimile number for communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered or
sent If delivered In person or sent by facsimile, on the first (1St) business day after the day on which sent, If sent by recognized overnight courier or on
the third (3rd) business day aper the day on which mailed, If sent by registered or certified mall.
10. MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties rela8ng to the subject matter hereof, This Agreement maybe
amended only by an agreement in writing signed by EFM and Lessee. Any provision of this Agreement which is prohibited or unenforceable In any
Jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceabllily without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, except that Lessee may not asslgn, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed In accordance with the
substantive laws of the State or Missouri (without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM entl Lessee have executed ihis Maintenance Agreement as of the day end year first above wripen.
LESSEE; CIIy of Temple Clly
By; Bryan Cook
Title: City Manager
Address; 8791 Las Tunas Dr.
in Street
Temple Clly, CA 91780
Altanlion;
Facsimile No.;
Date Signed; ttttttt,1
Indiuls GPM 1i1J _ Cml
EFM; Enlerprtse Flee) Management, Inc.
By: Daniel Simonelli
Title: Regional Sales Manager
Address: 17210 S. Ma
Gardena, CA 90248
AUeniton: �%v1�•L` /r r"✓.�^—>"LZ�1
Faulmlle No.:
Date Signed
Pogc 2
Page 12 of 18
A6
EXHIBIT A
MAINTENANCE MANAGEMENT AND FLEET RENTAL ACREEMEN'f
This Agreement Is entered Into as
of the seventeenth
day of
June, 2018, by and between EMorpnso
as Management, Inc., a Missouri
corporation, doing business as "Enterprise
Fleet Management"
("EF101,
and City of Temple City Ithe'Companyl.
W ITNESSEThi;
I. ENTERPRISE CARDS: Upon request from the Company, EFM will provide a driver information packet outlining its vehicle
maintenance program (the "Program') and a card ("Card") for each Company vehicle included in the Company's request. All
drivers of vehicles subject to this Agreement must be a representative of the Company, its subsidiaries or aftiliales. All Cards
issued by EFM upon request of the Company shall be subject to the terms of this Agreement and the responsibility or the
Company. All Cards shall bear an expiration dale.
Cards issued to the Company shall be used by the Company in accordance with this Agreement and limited solely to purchases of
certain products and services for Company vehicles, which are included in the Program. The Program is subject to all other EFM
instructions, rules and regulations which may be revised from time to time by EFM. Cards shall remain the property of EFM and
returned to EFM upon expiration or cancellation,
2. VEHICLE REPAIRS AND SERVICE: EFM will provide purchase order control by phone or in writing authorizing charges
for repairs and service over $75, or such other amount as may be established by EFM from time to time under the Program. All
charges for repairs and services will be invoiced to EFM. Invoices will be reviewed by EFM for accuracy, proper application of
potential manufacturer's warranties, application of potential discounts and unnecessary, unauthorized repairs.
Notwithstanding the above, in the event the repairs and service are the result of damage from an accident or other non -
maintenance related cause (including glass claims), these matters will be referred to the Company's elect Manager. If the
Company prefers that EFM handle the damage repair, the Company agrees to assign the administration or the matter to EFM.
EFM will administer such claims in its discretion. The fees far this service will be up to $125.00 per claim and the Company
agrees to reimburse for repairs as outlined in this agreement. If the Company desires the assistance of EFM in recovering damage
amounts from at fault third parties, it Vehicle Risk Management Agreement must be on rile for the Company.
3. BILLING AND PAYMENT: All audited invoices paid by EFM on 6ehalfofthe
Company will be consolidated and submitted
to the Company on a single monthly invoice for the entire Company fleet covered under this Agrecmcnt. The Compony is liable
for, and will pay EFM within ion (10) days after receipt of an invoice or statement for, all purchases invoiced to the Company by
EFM, which were paid by EPM for er on behalf of the Company. EFM will be entitled to retain for its own account, and treat as
being paid by EFM for purposes of this Agreement, any discounts it receives from a supplier with respect to such purchases
which are based on the overall volume of business EFM provides to such supplier and not solely the Company's business. EFM
will exercise due care to prevent additional charges from being incurred once the Company has notified EFM of Its desire to
cancel any outstanding Card under this Agreement. The Company will use its best efforts to obtain and return any such cancelled
Card.
4. RENTAL VEHICLES: The Card will authorize the Company's representative to arrange for rental vehicles with a subsidiary
of
Enterprise Renl-A•Car Compony for a maximum of hvo (2) days without prior authorization. Exicnsions beyond two (2) days
must be grunted by an EPM representative. The Company assumes all responsibility for all rental agreements arranged by EFM
with a subsidiary of Enterprise Rcnt-A-Car Company through an EFM representative or through the use of the Card. All drivers
must be at least 21 years of age, hold a valid driver's license. be an employee of the Company or authorized by the Company
through established reseniation procedures and meet other applicable requirements of the applicable subsidiary of Enterprise
Rcnl•A-Car Company.
5. NO WARRANTY: EFM MAKES NO REPRESENTA'T'ION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
WITH RESPECT i'O PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD
PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY,
PERFORMANCE, QUALITY OR FITNESS FOR USE. Any detect in the performance of any product, repair or service will not
relieve the Company from its obligations under this Agreement, including without limitation the payment in EFM of monthly
invoices.
6. CANCELLATION: Either potty may cancel any Card under this Agreement or this Agreement in its entirety at any time by
giving written notice to the other part
y. The cancellation of any Card or lamination of this Agreement will not affect any rights
or obligations under this Agrecmcnt, which shall have previously accrued or shall thereafter arise tvilh respect to any occurrence
prior t c cancellat' termination. A Card shall be immediately returned to EFM upon cancellation to: Enterprise Fleet
Initials, CFh Cart Pa6eel 13 of 18
A7
EXHIBIT A
Management, 600 Corporate Park Drive,
St. Louis, MO 63105,
Attention: Enterprise Card Department. Notice to
EFM regarding
the cancellation of any Card shall specify
the Card number
and identify the Company's representative. In the case
of a terminated
representative, such notice shall include a
brief description
of the efforts made to reclaim the Card.
7. NOTICES: All notices of cancellation or termination under this Agreement shall be mailed postage prepaid by registered or
certified mail, or sent by express overnight delivery service, to the other party at its address set forth on the signature page of this
Agreement or at such other address as such party may provide in writing from time to time. Any such notice sent by mail will be
effective three (3) days nflcr deposit in the United States mail, duly addressed, with registered or certified mail postage prepaid.
Any such notice sent by express overnight delivery service will be effective one (1) day atter deposit with such delivery service,
duly addressed, with delivery fees prepaid. The Company will promptly notify EI'M of any change in the Company's address.
8. FEES: EPM
will charge
the Company
for the service under this Agreement 57.00 per month
per Card,
plus a one time set-up fcc
01'50.00.
9. MISCELLANEOUS: Phis Agreement may be amended only by nn agreement in writing signed by EPM and the Company.
This Agreement is governed by the substantive laws of the slate of Missouri (determined without reference to conflict of law
principles).
IN WITNESS WHEREOF,
EFM end the Company
have executed Ihla Maintenance Management
and Fleet Rental
Agreement as
al the day and
year first above written.
Company: City of"I'cmple City
By: Bryan Cook
Tillc: City Manager
Address: 9701 Las Tunas Dr.
Temple Cily, CA 91780
Dale Signcd,_�`N! NSC ,
Initials F.PM�, Ctts1��
EFM: Enterprise Fleet Management, Inc.
By: Daniel Simonetta
Title: Regional Sales Manager
Address; 17210S
Main Street
Gardena, CA 90248
Page 14 of 18
A8
,.._ �_ EXHIBIT A
1) The undel{IpnaO apolpnWuyel 1'ApppWnl') mpre3ents Thal the intoimatbn ghen In 1110 appaulmn Js cemplelo and emote and eulhplNf Card I$must N
check with credit reponng agnMiss. credit tatererRas nod other Sources disclosed to [unfvm mformallon given, 2) AppRonl mquesia a business charge
aee0lmto 17 aQQf0V8d (Of aWrt, and aria al mel9 ballneex Charge mdf IIMn the Card ISSYeI. which IS Wffphl Express Financed services Corporation
I•Cifd
l all hnOnper institutions to obtain, reify and
ar bank comppea will federal low which requires
Issuer'): 0) ADPItcanl agnres to the looms and conditions eel IoM In Ilse BuunOSO Chprgo A=Unl Agreement provided wild INs application sero) prowtica mm
the bUlmeeS Charge esrdO). Use of any old issued pull Walla this applaallon cuMnms Apphcanl's agreamenl Io said to fare and Cwididons, 4) It Ihlx Accoonl
is for a parteriNp or o proprietorship, a partner a principal most Stan this tppscefion and the underslgned's personal credit will be used to miI a credit
deasion and they hereby aulhonxn Card lssuar loobtstna consumenapod in the event mat loo$ appircallon Is denied based up in intomsnlontanlalned Ina
consumer 010011 ration of the undersigned, they autoonxo the Card usual to report me reason lot the donlal to Iha Applicant Direct Inquiries of buslnoSte$
where Illy undersigned maintains occouniS may also be made, 5) Applicant agrees that in the event the pecan IS not pond as *grand Cold Issuer may Ippon
ma undeRlgnad's IlabildySer and Iho sl*lus of the account to Wend bureaux and others who may lawfully IecONe such diformphUll 61 By prawanp the phone
numbers below, you aulhonie m to conlacl you ai any d hexa Mimesis MDAlding INS oppkcahon a any account opened as a result of this apphcohoo If you
have any dilations repa,d�n application,eaae<eli l•Be6•dlg•8902
_
Full Legal Company No" el AppheondBuypr
Pbonaa ..—
FaxY
City of Temple City
020.2&9.2171
828.205-0192
Wile company home as you wish it to appear on cards Land of 20 characters including spaces Unless {peplied no company name colt appear on cans
10
DUAa ANA
Subsidiary of
Applicanl's Taxpayer lD 0(1111. FEIN or SSN)
Haid a au NaMo. P yheal/yj p_ ass and Phrens 1100 Include PO Box)
$IC Code 01 Type Of Bmcu»
Doing Conluc -
pianp Addmss ej City
6ble
Zips)
ra
9701 Las Tunas Drive Temple Cily
CA
91700
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•-•
Principe slrnu anted DKcal/sl+
Tlonl
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• l R—rL4 AA
.�uaiy
In Business 5 (YyYYI
Year d I=tpwatmn lyyyy) [3 Fiscal veal et Imm)
Cleese Cold Type(s) Avg MONNy Fuel Expendtures Number o1 Vahklee
'AAOFuul Cnly l]wl Unestimlod ❑Somed
Complete this SoOlon Accurately, Solve( Ong: Q Curporallon C3 Partnership _ Q Pyopdalolehip Q PC of PA ❑ LLC
Is this account for A company (lint has been Incorporated love Shan three years, a partnership, a proprletomirlp, a profdaalonal corporation
or association, or a limited liability company? Q No QYes (11 YES, complain and allach the Personas Guaranty on Dago 2,)
Dasognale the poison sulaonurd N receho all charge cdm3, Isparta and other Such informal(" wa provide from lime to time *rid to lake OCbagS with laspwl la
Tout account and pacer lPUGS$ This Is dsothe pollen designated by your company to pro'nde au peel veh1W.drWot and other Informoton we may requesl
By s,pmng below, you also (i) devonale representatives from your cold proglOm Sponse, tlponset•) In have access to your account Inlormaean in aide( to
faPhlule cuticular Scoriae and account mandanonce requests on your Yehae. and In) sumaita the Card hiller to auripl account malnitnance neauesls and
wher Imbucl ons Isom Sponsor on your nonan
Adeno aced Cooled Name
Tdk
! ,
Phone a (o
$5-21'71
Fax 0 Zt0
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Qdr+yoc..✓
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Muwng Addles BfUllateril Isom Iodine addle»)
CAy
91me
2lp•4
EmaJ dgtl10{s
1 i7
.d Chock hole itbuimess,sexempt from moral fuels tax Isieslepras(Aahvewillprovidetudheldetmis)
INFORMATION SHARING DISCLOSURE; Enterprise Proal Managems oL Card 13 suer or its AlNmles may, la Iho Oslanl Plowed by low, share-,Gormatien
disclosed oy Or hominvind as a result of Oda application to etch other, and to moiChpnts Accepting Ilia card ina(dillon, nlormdilon regarding your honssoem
may bo provided to accepting merchants lir Owlf sarvtea previews to lomlllole discounts or other promotional campaigns at iine mist to you
,Program Costs: $40.00 ono•time account setup fee, plus $2,00 per card, par month.
Instructions: Complete and sign application. To speed processing, fax your application to us at
AUTHOROW111) SIGNATURE uEQUINLu
Any person SlgnAgron bdehalf n business pjl0$o (hal iho Appueam is a valid buslnoas proxy trial, it applicable, Ihn awd4ufion DI this appbcahon hail been duty
aulouoed by ds necoslary action of Appllwni'S governing body, and (hal top undenignad it actioned to make this application on AppinanPs cobalt
Signature p - rhino mama Tole
3'T�
X Ile jg 0.n l'QOk t 1dClLR
sPlastic
opportunity Sales Code 4•Dlpil Branch Code Enlctpnse Initials Typo Coupon Code Account Numbly(
ENTX 0403
ectad inlormalien mal Aonhaei oayh company or Dorton wha0pena an
pCc0un1 yvhel lane moons lINAppne6nt WBOnApplloanl OpCM{en accaunl, Caid tssuer wsll ask ror Appircanl'a nems, eddmse, dmo of bblh, pod omCNnlormalon lhnl YAp
apaw Cod I6000110 dwlbty AppkCanl. Card lsauor cosy SHO ask lq{ee Applhanl'l ddwif ldbnse til ether Nentifylnp dooumonn ler ApppCOM'a buunesa
OJ APP DSM 111111
67 nPPOSM Wtp
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Page 16 of 18
A10
EXHIBIT B
ENTERPRISE FLEET MANAGEMENT PROPOSED REPLACEMENT VEHICLES
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