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HomeMy Public PortalAbout07) 7E First Amendment to Enterprise Vehicle Lease AgreementDATE: TO : FROM: Management Services Department MEMORANDUM April 2 , 2019 The Honorable City Council Susan Paragas , Administrative Services Director ~ AGENDA ITEM 7.E. SUBJECT: AMENDMENT NO. 1 TO ENTERPRISE VEHICLE LEASE AND MAINTENANCE AGREEMENT RECOMMENDATION: The C ity Council is requested to : 1. Approve the first amendment to the Enterprise Vehicle Lease and Maintenance Agreement (First Amendment); and 2 . Authorize City Manager to sign and execute the First Amendment. BACKGROUND: On May 19 , 2015 , the City Council approved a vehicle lease and maintenance program agreement ("Agreement") with Enterprise FM Trust that acquired all City vehicles under a lease program to allow cost savings in maintenance and ease of administration of a vehicle fleet , thus , ensuring that the City 's vehicle operations are effective and cost efficient. ANALYSIS: The Agreement consists of 20 leased vehicles utilized by several departments in the City. It is recommended that 14 of the 20 vehicles be replaced by newe r vehicles where a total of 8 vehicles are energy efficient. In addition , two (2) new energy efficient vehicles will be added to the list, thus , making the total leased vehicles to 22 . Therefore , the First Amendment (Attachment "A ") revises the Agreement with 14 replacements and 2 added vehicles. These 16 new vehicles will have a term of 60 months effective on the date they are delivered to the City . Exhibit B in Attachment A contains the details of the City 's fleet. City Council April 2 , 2019 Page 2 of 3 The 14 vehicles to be replaced currently have a trade-i n equity of $73 ,059 . However, the equity w i ll be reduced by approximately 50 % if the vehicles are turned i n ne xt yea r, at the end of their term . To ta ke advantage of the current eq ui ty, it is recom mended that the Agreement be amended with 14 new replacements . Seven (7) of the current leased vehicles are hybrids and qualified to use Air Qual ity Management Distri ct (AQMD ) funds and the other seven (7) are funded from the General Fund . However, with the First Amendment , eight (8) of the 14 veh icles w ill be replaced w it h p lug -in hybrids , thus , additional AQMD funds will be utilized and re li ev i ng the Genera l Fund with one (1) less car. Although , one current hybrid ve h ic le , a Ford C-Ma x, will be replaced by a Ford F-150 as the truck is better su ited for the needs of a department. Furthermore , the City currently leases two (2) Ford Tauruses from the Los Angeles County Sheriffs and the leases will expire in June 2019 . It is a lso recomme nded t hat the Tauruses be replaced by two (2) plug -in hybrids which w ill be charged t o A QMD instead of the General Fund . Attachment "B" lists the proposed schedu le of leases on t he 22 vehicles to be ut ili zed i n the City and the summary is below: AQMD Fund • Total of 10 Hybrid Veh icles w ith After-Market Equ ipm ent • One-Time Payme nt of $199 ,3 14 o From AQMD $212 ,700 Available Reserves ; o $160 ,000 Down Payment; and o $ 39 ,314 After-Market Equ ipment Payment • Total New Monthly Lease Payment is $3,457 ($41 ,4 89 Annua ll y) o Addition of $1 ,961 per month ($23 ,531 Annually ); and o Within Annual AQMD Allocation • AQMD Funds we re being under-uti lized General Fund • Total of 12 Vehicles with After-Market Equipment • Zero One -T i me Payment o No Down Payment ; and o No After-Market Equipment Payment -Incl uded in Mon th ly Lease City Council April 2 , 2019 Page 3 of 3 Rate • Total New Monthly Lease Payment is $6 ,915 ($82 ,984 Annua lly ) o Savings of $391 per month ($4 ,691 Annually) It is recommended that the First Amendment be approved to provide : 1. Use of Higher Trade-In Equity; 2 . Savings to the General Fund ; 3 . Use of Under-Utilized AQMD Funds ; 4. Lease of Newer Vehicles ; and 5 . Increase Use of Energy Efficient Vehicles CITY STRATEGIC GOALS: Approving the First Amendment is consistent with City Strategic Goals of Pub lic Health and Safety, Quality of Life , Susta i nable Infrastructure, and Fisca l Sustainabili ty . FISCAL IMPACT: There w ill be no fiscal impact to the FY 2018-2019 budgets with regards to the new monthly lease payments . These payments will be included in the FY 2019-2020 budget. However, only the up-front costs of $199,314 will be charged to the current AQMD reserves in FY 2018-2019 . ATTACHMENT: A. First Amendment to Master Equity Lease Agreement ATTACHMENT A FIRST AMENDMENT TO THE MASTER EQUITY LEASE AGREEMENT by and between the CITY OF TEMPLE CITY and ENTERPRISE FLEET MANAGEMENT Dated April 2, 20 19 Page I of6 ATTACHMENT A FIRST AMENDMENT TO THE MASTER EQUITY LEASE AGREEME NT T hi s F irs t A mendm ent to the Master Equi ty Lease Ag ree m e nt (''First Amen dment"), whic h is dated fo r refere nce as in d icat ed o n the cover page, is he reby e nt e red into by and between t he C IT Y OF TEMP LE C ITY, a Californi a c ha rt e r city (''Ci ty"), and Enterprise Fleet Managem e nt T ru st, a De laware statutory trust ("Lessee"), as fo ll ows: RECITALS A. On May 19 , 2015 , th e Ci t y Co un c il a uth o rize the C ity Manager to enter in to a Master Equ ity Lease A gr eeme nt ('·Agreem e n t) w ith t he Lessee a nd re lated addendum s (Exh ib it "A") for a vehicle lease a nd ma intenan ce program. B. O n A pril 2, 2 0 19, th e C ity Co uncil a uth ori zed the C it y M a nager to enter in to t he First Am e ndme nt to re pl ace several of th e o ri g in a ll y leased veh icl es and ad d two (2) new vehicl es fo r a total fl eet of 22 leas ed vehi c les. OPERATIVE PROVISIONS NOW , THE RE FO RE, in consid e rati o n o f the promi ses made and recited he rein , th e parties d o he re b y e nter into thi s F ir st Amendment, w hi c h mo difi es a nd ame nds th e Agreeme nt as fo ll ows: 1. AMENDMENT . The Agreeme nt is her e b y mod ifie d and amended as fo ll ows: SECTION 1. LEASE OF VEHICLES: T he sche dul e of vehi c les is rep lace d by Exhib it B as attac hed to thi s Firs t A me ndm e nt. SECTION 3 . RENT AND OTHER CHARGES: Exhi b it B conta in s d etai ls regarding the d e ta il ed cost s of the new leased vehicl es wi th the revised month ly paym ents listed in t he "New Monthl y Paym e n t" co lumn . 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged . Except speci fica ll y m odi fied and am ended in this Fi rst Ame ndme nt, the Agreem e nt re ma in s in full fo rce a nd effect and bin ding upo n the parties. 2.2 Integration. Thi s F irst A me ndme nt co ns is ts of pages I to page 5 inclusive an d w i th Ex hibit s A and B , w hich c o nstitut e t he e ntire un de rstanding a nd agreeme nt of t he parties and s upersed es a ll n ego tiati o ns or prev io us a g reem e nt s be tween th e parties w ith re spect t o all or any part of the t ransacti on di scussed i n thi s First Amendm e nt. Page 2 of6 ATTACHMENT A 2.3 Effective Date. This First A m endment i s effecti ve on the date it has been forma ll y approved by the City Counc il and executed by the a p propriate authorities of th e C ity and Lessee . 2.4 Applicable Law . The laws of the State of Califo rni a s ha ll govern the interpretation and enforcement of this First Amend ment. 2.5 References. A ll references to the Agreement include all their respective terms and provisions . A ll defined t erms utili zed in t hi s First Amendment have the same meaning as provided in the Agreeme nt, unless expressly stated to the contrary in thi s First Agreement. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement o n the date and year first written above. CITY: THE CITY OF TEMPLE CITY By : __________________________ ___ Bryan Cook, C ity Manager ATTEST: Peggy Kuo , City C lerk APPROVED AS TO FORM Greg Murphy, C ity Attorney LESSEE: Enterprise F leet Management Trust By: ________________________ __ Name: ---------------------- Page 3 of6 ATTACHMENT A Title: ------------------ Page 4 of6 ATTACHMENT A EXHIBIT A MASTER EQUITY LEASE AGREEMENT Page5of6 ATTACHMENT A EXHIBIT B ENTERPRISE FLEET MANAGEMENT PROPOSED REPLACEMENT VEHICLES Page 6 of6 EXHIBIT A MASTER EQUITY LEASE AGREEMENT This Master Equity Lease Agreement Is entered Into this seventeenth day of June, 2015 , by and between Enterprise FM Trust. a Delaware statutory trust ("Lessorj, and lhe lessee whose name and address Is set forth on the signature page below ('Lesseej. 1. LEASE OF VEHICLES : Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (Individually, a "Vehicle" and collectively, the "VeNdes1 desaibed In the schedules from tine to time dellvefed by Lessor to Lessee as set forth below ("Schedule(s)1 for the rentals and on the tenns set forth In this Agreement and In tile applicable Schedule. References to this "Agreement" shall Include this Mesler 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 w~llnclude , among other things, a desaiption of the Vehicle , the lease tenn end the monthly rental and other payments due with respect to the Vehicle. The terms contained In each such Schedule will be binding on Lessee unless Lessee objects In writing to such Schedule within len (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 Jn or to the Vehicles except for the use of the Veh icles as desaibed In this Agreement. Tills Agreement sha l be treated as a true lease for federal and applcable state Income In pi.Kposes with Lessor having all benefits of ownership of the Vehlcles It Is understood and agreed that Enterprise Fleet Management, Inc. or an affi l ate thereof (together with any subservtCBf , agent, successor or assign as servtcer on behalf of Lessor, ·servlcer") may administer this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor. 2. TERM: The term of this Agreement ("Tenn j for each Vehicle beg ins on tile date such Vehicle Is deltvered to Lessee (the "Delivery Datej and , unless terminated ea rli er in accordance with the tenns of this Agreement, continues for the "Lease Term· as described Jn the applicable Schedule . 3. RENT ANO OTHER CHARGES : (a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and thls Agreement. The monthly payments wil be In the amount listed u the "Total Monthly Rental Including Additional Services" on tha appl icable SchedtAe (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 wll be due and payable Jn 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 wHI begin on the flrlt day of the next month In addition to the monthly rental payments , Lessee agrees to pay Lessor a pro-f'lted rental charge for the number of days that the Delivery Date precedes the first monthly rental payment date A portion of each monthly rental payment, being the amount designated as "Depredation Reserve· on the applicable Schedule, will be considered as a reserve fo r dep~latlon and win be aedlted against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle unde r Section 3(c) Lessee agrees to pay Lessor the "Total Initial Charges· set forth In each Schedule on the due date of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination " set forth In each Schedule at the end of the appl icable Term (whether by reason of explraUon, early tennlnatlon or otherwise). (b) In the event the Tenn for any Vehicle ends prior to the last day of the scheduled Term . whether as a result of a default by lessee, a Casualty Occurrence or any other reason . the rentals and management fees paid by Lessee wi ll be recalculated Jn acc:ordance 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 wlthln thirty (30) days after the end of th e Term for each Vehicle, additional rent equal to the excess. if any, of the Book Value of such Vehicle over the greater or Ol the wholesale value of such Vehicle as detennlned by Lessor In good faith or (II) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle Is less than the greater of (I) the wholesale value of such Vehlcle as determined by Lessor In good faith or (W) except as provided below, twenty pen:ent (20%) ol the De Uvered Price of such Vehicle as set forth In the appllc:able Sc:hedtAe, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment wl1hln thirty (30) days after the end of the applicable Term NOIWIIIlstandJng the foregoing , If (I) the Term for a Vehicle Is greater than forty-eight (48) months (including any extension of the Tenn for such Vehicle), (II) the mdeage on a Veh icle at the end of the TennIs greater than 15,000 miles per year on average (prorated on a dally basts) (I .e .. If the mMeage on a Vehicle with a Term of thirty -six (36) months Is greater than 45,000 miles) or (Iii) In the sole judgment of Lessor, a Vehlcle has been subject to damage or any abnormal or extesslve wear and tear, the calculations described In the two immediately preceding sentences shall be made without giving effec:t to clause (II) In each such sentence. The "Book Value" of a Vehicle means the sum of (~ the "Delivered Price" of the Vehicle as set forth Jn the applicable Schedule !!l!!Ja (ii) the total Depreciation Reserve paid by Lessee to Les sor with respect to such Vehicle li!4 (i l) all accrued and unpaid rent and/or other amounts owed by lessee with respec:t to such Vehicle (d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term , except that the deposit wil l first be applied to any losses and/or damages suffered by Lessor as a resUlt of Lessee's breach of or default under INs Agreement 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 date wiU accrue Intere st , payable on 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 &Mum or (ll) the highest rate pennltted by applicable law (the "Default Ralej. (Q 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 lnc:uned by Lessor Jn comectlon 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 setolf. count&fCiaim or deduction of any kind . Lessee acknowledges and agrees that neither any Casualty Occurrence to any Vehicle nor any deled, unfitness or lack of governmental approval ln . 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 wil releve Lessee from tile performance of any of Its obligations under this Agreement, lnc:ludJng , without limitatiOn, the payment ol rent and other amounts under this Agreement. 4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duty authorized , licensed and Insured drivers to use and operate the Vehicles Leuee agrees to comply with. and cause Its drtvers to comply with, all laws , statutes , rules. regulations and ordinances and the provisions of all lnsurence policies affec:tlng or covering the Vehicles or their use or operahon. Lessee agrees to keep tile Vehicles free of aU liens, charges and enwmbrances Lessee agrees that in no event wHI any Veh.de be used or operated for transporting hazardous substances or persons for hire, for any IUegal purpose or to pu a trailers that exceed the manufacturer's trailer lowing lliCOmmendatlons . Lessee agrees that no Vehicle Is Intended to be or will be utilized as a "school bus· as deflrl&d In the Code of Federal Regulations or any app ~cable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United Sta tes without flnl obtalrung Lessor's written consent . At the expiration or earlier terminatlon or this Agreement with respect to each Vehlde. or upon demand by Lessor made pursuant to Section 14, Lessee at Its risk and expense agrees to return such Vehicl e to Lessor at such place and by such reasonable means as may be de signated by Lessor. If for any reason Lessee falls to return any Vehicle to Les sor as and when requ ired In acc:ordance wlth th is Section, lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro-rated daily rent Acceptance of such additional rent by Lessor wll ln no way Hmlt LeS$or's remedies with respect to Lessee's failure to return any Veh icle as required herer"'>A lnllu1is EFM~ Cust~ Pa 1c I A1 EXHIBIT A 5. COSTS, EXPENSES, FEES AND CHARGES: lessee agrees to pay all costs, expenses. fees . charges . fines. tickets. penalties and taxes (other than federal and state Income taxes on the Income of Lessor) Incurred In connection with the tllltng, reg istration, 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. 6. UCENSE AND CHARGES: Each Vehicle w~l be titled and lcensed 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 , lleated as an Initial charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade·ln. 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 ar reglslraUon plates and other plates, permits , lnspectfons and/or Wcenses required In connection with the Vehicles, except for the Initial registration plates which Lessor wiD obta in at Lessee's expense . The parties agree to cooperate and to furnish any and a~ Information or documentation, which may be reasonably necessary for complia nce with the provisions of this SecUon or any federal, state or local law, rule, regulation or ordinance . Lessee agrees that it wilt not permit any Vehicle to be located In a state other than the state In which such Vehicle Is then tilled for any continuous period of time that would require such Vehicle to become subject to the tilling and/or registration laws of such other state. 8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES : (a) Lessee agrees , at Its expense, to (I) maintain the Vehldes In good cond ition . repair. maintenance and running order and In accordance with al manufaciiXets Instructions and warranty requirements and all legal requirements and Qi) furnish all labor, materials, parts and othe r essen llals required for the proper operation and maintenance of the Vehicles . Any all!flltlons. additions . replacement parts or Improvements to a Vehicle wll become and remain the property of lessor and will be returned with such Vehicle upon such Vehicle 's return pursuant to Section 4 . Notwithstand ing 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 Sectlon 4. The value of such alterations, additions, rep lacement part& and Improvements will In no Instance be regarded as rent Without the prior written consent of Lessor, Lessee will not make any alterations, additions , rvplacement parts or Improvements to any Vehicle which detract from Its economic value or functional utility. Lessor wil not be requ ired to make 1ny repairs or rep lacements of any nature or desc;rl>tlon with respect to any Vehicle , to maintain or repair any Vehicle or to make any expenditure whatsoever In connection with any Vehicle or this Agreemenl (b) Lessor and Lessee acknowledge and agree thai If Section 4 of a Schedule Includes a charge for maintenance, (I) the Vehlcle(s) covered by such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (II) lessor sha ll have no liability or rvsponslbillty for any faiiiXe of Enterprise Fleet Management . Inc. to perform any of Its obWgatlons thereunder or to pay or reimburse Lessee for Its payment of any costs and expenses lncun'ed In connection with the maintenance or repair of any such Vehlcle(s) 9 . SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES : (a) LESSEE ACCEPTANCE OF DELIVERY ANO 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 CONDIT ION 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 Af'(Y VEHICLE , INCLUDING. WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONOmON, 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 1ndlor manufacture r of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee's only remedy , If 1ny, Is against the suppl ier, vendor or manufacturer of the Vehicle (c) None of Lessor, Servlcer or any other agent of Lessor w81 be liable to Lessee for any Uablllty, claim , lou. damage (direct . Incidenta l 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. servtclng or adjustment of or to any Vehicle . or any delay In providing or faMure to provide any Vehicle , or any Interruption or loss of service or usa of any Vehicle . or any loss of business or any damage whatsoever and however caused . In addition, none or Lessor, Stlf'Vk:er or any other agent of Lessor will have any fiabt"y to lessee under this Agreement or under any order authorizaUon form executed by Lessee If Lessor Is unable to locate or pu rchase a Vehicle ordered by lessee or for any delay In delivery of any Vehide 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·). Jn the event of a Casualty OcciXrence to a Vehicle. Lessee shaU give Lessor prompt nollca or the Casualty Occurrence and thereafter wll place the ap pNcable Vehicle In good ntpalr, condition and wortlng order: provided , however , thalli the appl ceble Vahk:le Js determined by Lessor to be lost, stolen , de~lroyed or damaged beyond repair (a "Totaled Vehicle"), Lessee agrees to pay Lessor no later than lhe date thirty (30) days after the date of the Casualty 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 polcles In at leut the amount s hsted below a~verlng each Vehicle , to be written by an Insurance company or companies sallafactory to Lessor, Insuring Lessee , lessor and any other person or entity designated by Lessor aga inst any damage , claim. suit. action or WabMIIy (I) Commercial AutomobMe Uabllity Insurance (induding Uninsured/Underlnsured Motorist Coverage and No·Faull Protection where required by law) for the lim Us listed below ~ • $5,000 ,000 Comb ined Single Umil Bodi y lnJIXY and Property Damage with No Deductible Is requ ired for each Vehicle capable of transporting mora than II passengers): Stale or vehicle Registration Coverage Connecticut, Massachusetts, Maine, New Hampshire. New $1 ,000.000 Combined Single Limit Bodily Injury and Property Jersey, New Yorll, Pennsylvania , Rhode Island, and Vennont Damage· No Deductible Florida All Other States (U) Physical Damage lnaurance (Co•lslon & Comprehensive): occurre~ C~llslon and S2~ per occiXrence ·Comprehensive). lna ii.U s EFM J,,l...J.-CJBI~ $500,000 Combined Single linlt Bodily 1r4ury and Property Damage or $100,000 Bod ily Injury Per Person , $300,000 Pe r Occurrence and $50,000 Property Damage (1001300150) -No Deductible $300,000 Combined Single Limit Bodily Injury and Property Damage or $100,000 Bodily Injury Per PflfiOn, 5300 ,000 Per OCCurrence and $50 ,000 Propetty Damage (1001300/50) • No Deductible Actual cash value of the applicable Vehicle Maximum deductible of $500 per l'oge 2 A2 EXH I BIT A II the requirements of any governmental or reg~atory agency exceed the mlnlmLm5 stated In this AgrHment , Lessee must obtain and mainta in the higher Insurance requirements . Lessee agrees that each required policy of Insurance will by appropriate endorsement or otherwise name Lessor and any other person or entity designated by lessor as addiUonal lnsuntds and loss payees , as their respective Interests may appear. Fur1her, each such Insurance policy must provide the following : (I) that the same may not be cancelled, changed « modified until aftl!f the Insurer has given to Leuor, SeMcer and any other person or entity designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or mod lftc:atlon , (II) that no act or default of Lessee or any other person or entity shan affect the right of Less«. Servicer, any other agent of Lessor or any of the ir respective successors or assigns to recover under such policy or policies of Insurance In the event of any loss of « damage to any Vehicle and Qil) that the coverage Is •primary coverage• for the protection of Lessee , Lessor, Servlcer, any other agent of Lessor and their respective successors and assigns notwithstand ing any other coverage carried by Le5$ee , Lessor. Setvleer. any other agent of Lessor or any of their respective successors or asSigns protecting aga inst s imil ar risks Original cerUfiC8tes evidencing such coverage and naming Lessor. Servlcer. any other agent of Lessor and any other person or entity designated by Lessor as additional insurads and loss payees shaA be furnished to Lessor prtor to the Delivery Date , and annuany thereafter and/or as reasonabl y rttquested by Lessor from time to tine In the event of defaun. Lessee hereby appoints Lessor, Servla!r and any other agent of Lessor as Lessee's attomey·ln·fact to receive payment of, to endorse aP checks and other documents and to take any other actions necessary to pursue Insurance claims and recover payments If lessee faUs to do so. Any expense of Lessor , Servfcer or any other agent of Lessor ln adjusting or collecting Insurance shall be borne by Lessee . Lessee , its drivers , servants and agents agree to cooperate fully with Lessor , Servfcer, any other agent o f Lessor and any Insurance carriers In the investigation, defense and prosecution of all claims or suits alislng 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, Leuee will promptly notify Lessor of such action« dalm and forward to Lessor a copy of every demand, notice, summons or other process received In connection with such claim or action. (b) NotwHhstanding the provisions of Section 11(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 (collision and comprehensive) requ ired undl!f Section 11(a) for the Vehlcle(s) covered by such Schedule and (B) Lessor wMI assLm8 the risk of physical damage (collision and comprehensive) to the Vahide(s) covered by such Schedule; provided, however, 11\at such physical damage waiver shal not apply to . and Lessee sha l be and rema in Uable and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or fallaxe, damage to or loss of any parts, accessories or components added to a covered Vehicle by Lessee without the prior written consent of lesSOf' and/or damage to or l oss of any property and/« personal effects contained in a covered Vehicle In tha event of a Casualty Occurrence to a covered Vehicle, leSSOf' may, at its opUon, re place . rather than repair , the damaged Vehicle with an equivalent vehicle. which replacement vehicle w1• then constHute the "Vehlcte• for purposes o f this Agreement, and (II) If Section 4 of a Schedule Includes a charge for commercial automobile liability enroMment, Lessor agAtes thalli will, at its expense, obtain for and on behalf of l&ssee, by adding Lessee as an additional Insured unde r a eommerdal automobile liability Insurance policy Issued by an Insurance company selected by lessor, commercial automobile Neblllty Insurance satisfying the minimum commercial automob l e liability Insurance required under Section 11 (a) for the Vehicle(s) covered by such Schedule Lessor may at any tine during the appMcable Term terminate said obligation to provide physical damage waiver and/or commercial automobile llabMily enrotinent and cancel such physical damage waive r and/or commercial automobile llablfity enrolment upon giving Lessee at least ten (1 0) days prior written noUce Upon such cancel ation, insurance In the minimum amounts as set forth In 11(a) shal be obta~d and maintained by Lessee at Leuee'a expense An adjustment wWI 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 ten (1 0) days after mailing of the notice. In addition. Lessor may change the rates charged by Lessor under this Se<:tlon 11(b) fo r physical damaglt wa ive r and/o r commerdal automobile llabiNty enrollnlent upon giving Lessee at least thirty {30) days pri« written notice 12. INDEMNITY. To the extent permitted by state law, Lessee agrees to defend and Inde mnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and al losses , damages . lia bil ities , suits , dalms, demands . costs and expenses (Includi ng . without Um"ation , reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successons or assigns may Incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term , provis ion or covenant of this Agreement, or as a result of any loss, damage , theft or destruction of any Vehicle or related to « arising out of or In connection wllh the use . operation or condition of any Vehicle. The provisions of this Section 12 shan survive any expiration or termlnaUon of this AgrHment. Nothing herein shaM be deemed to affect the rights . prtvleges, and lmmunllles of Lessee and the foregoing indemni ty provision Is not Intended to be a waiver of any sovereign Immunity afforded to Les see pursuant to the law 13 . INSPECTION OF VEHICLES: ODOMETER DISCLOSURE : FINANCIAL STATEMENTS: les.aa agrees to accompl is h, at ns expense , all Inspections of the Vehicles required by any governmental authority during the Term Lessor, Servicer, any othe r agent of Lessor and any of the ir respective successors or assigns wilt have the right to Inspect any Vehicle at any reasonable tine(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 wHh an odometer disclosure laws , rules and regulatio ns and to provide such writlen and signed disclosure Information on such forms and In such manner as directed by Lessor. Providing fal&e lnforma Uon o r falk.l re to complete the odometer disclosure form as required by law may result in fines and/or Imprisonment Lessee he reby agrees to promptly deliver to Lessor such financial statements and olher financlallnformaUon regard ing Lessee as LesSOf' may from Ume to Ume reasonably request 14. DEFAULT; REMEDIES · The following shaU cons UMe events of default ("Events of De fault1 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 fa ilure shall remain unramedled for ten (10) days ; (b) If Lessee fa lls to perform, keep or observe any term , provision or covenant cont ained In Section 11 of th is Agreement : (c) If Lessee falls to perform. keep or observe any other term. provision or covenant contained In this Agreement and any such failure shall remain unremedled for thirty (30) days alter written notice thereo f Is given by Lessor. Servlcer or any other agent of Lessor to Lessee, (d) any seizure or confiscation of any Vehicle « any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsul!able for use (as determ ined by Lessor), (e) If any present or future guaranty In fa\101' of Lessor of al or any portion of the obligations of Lessee under this Agreement shaD at tll1'f tine for any reason cease to be In ful force and effect « shall be declared to be nul and IIOid by a court of competent jurisdiction, or If the validity or enforceabllty of any such guaranty sha l be contested or denied by any guarantor, or If any guarantor shall deny that II , he or she has any fu1her liability or obliga tion under any such guaranty or if any guarantor sha l fall to comply with or observe any of the terms , provisions or condlllons contained In any auch guaranty ; (f) lhe occurrence of a material adverse change In the financial condition or business of Lessee or any guarantor. « (g) if lessee or any guarantor Is In default under or falls to comply with any other present or future agreement with or ln favor of Lessor, The Crawford Group , Inc. or any direct or Indirect subsidiary of The Crawford Group, Inc .. For purposes of ttds Section 14 , the term "guarani()(' shall mean any present or future guarantor of a a or any portion of the obligations of Lessee unde r this Agreement . Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, wfl have tha right to exercise concurrenUy or separately (and without any etecUon of remedies being deemed made), the folowing remedies (a) Lessor may demand and receive Immediate possession of an y or all of the Vehicles from Lessee. without releasing lessee from its obligations under this Agreement, If lessee fa Ns to surrender possessi on of the Veh icles to Lessor on default (or termination or expiration of the Term), Lessor. Servfcer, any other agent of Lessor and any of Lessor's Independent contra ctors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Ve hicles; (b) LesSOf' may enfo rce performance by Lessee of Its obligations under this Agreemenl; (c) Lessor may recove r damages and expenses sustained by Less«, Servlce r , any other agent of Lessor or any of their respective successors « assigns by reason of Lessee's default Including, to the extent permitted by applicable law. aU costs and expenses , Including court costs and reasonable attorneys' fees and expenses . Incurred by lessor. Servicer. any othe r agent or. Lesso r or any of their respective successors or assigns In attempting or effecting enforcement of Lessor's rights under this Agreement (whethar « not hllgallon Is commenced)~ In connection with bankruptcy or Insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminal e Lessee's rights IOI!iols: EFM_{)'-J __ Cust~ PDae 3 A 3 ,------------· EXHIBIT A ooder this Agreement ; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee ooder Sedlons 3(b) and 3(c} of thls Agreement (and , if Lessor does not recover possession of a Vehicle, (I) the estimated wholesale value of such Vehicle for purpose! of Sedlon 3(c} shall be deemed to be $0.00 and Oil the calculations described In the first two sentences of Sadlon 3(c) shall be made without giving effeet to clause Oil In each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial COde , any other app~cable law or In equity. A termination of this Agreement shall occur only upon wnnen notice by Lessor to Lessee Any termination shal not affect Lessee's obMgaUon to pay an amounts due for periods prior to the effective date of such termination 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. 15. ASSIGNMENTS: Lessor may from time to time assign, pledQB or lransfer this Agreement and/or any or aD of Its rights and oblgatlons 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 al such amounts to such assignee , pledgee or transferee. Any such assignee, pledgee or transferee of any rights or obllgaUons of Lessor under this Agreement will have al of the rights and obMgallons that have been assigned to It Lessee's rights and Interest In and to the Vehicles are and will conlinue at aM times to be subject and subotdlnate In all respects to any asslgrment, 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 Veh icles so tong as no Event of Default under this Agreement has occurred and Is conUnuing. 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 shaH be abSolute and unconditional and shalt not be subject to any abatement whatsoever, or to any defense, setoff. counterclaim or recoupment whatsoever, whether by reason or any damage to or loss or destruction of any Vehicle or by reason of any deled In 01 faWure of Utle of the Lessor or Interruption from whatsoever cause In the use, operation 01 possession of any Vehicle, or by reason of any Indebtedness 01labUity howsoever and whenever arising of the Lessor or any of Its affiliates to the Lessee or to any other pe11on 01 enUty, 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 this Agreement or In and to any Vehicle, or permit Its rights under this Agreement or any Vehicle to be subject to any Uen, charge or encumbrance. Lessee's Interest In this Agreement Is not assignable and cannot be assigned or transferred by operation of law. Lessee wHI not transfer or re linquish possession of any Vehlde (except for the sole purpose of repair or service of such Vehicle) without the prior wrinen consent of Lessor . 16. MISCELLANEOUS : This Agreement contains the entire understanding of the parties . This Agreement may only be amended or modified by an lnsiiOOlent In writing executed by both parties. lessor shaU not by any ad, delay, omission or otherwise be deemed to have waived any of Its rig hts or remedies under lhls Agreement and no waiver whatsoever shall be valid unless In writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of any right or remedy under th is Agreement on any one occasion shaa not be construed as a bar to any right or remedy, which Lessor would otherwise have on any future occasion. If any term or provision ol this Agreement or any appllcatlon of any such term or provision Is Invalid or unenforeeeble, the remainder of this Agreement and any other application of such term or Pfl)vislon wll not be affeded thereby. Giving of all notices under this Agreement will be suffiCient If maled by certified malt to a party at Ita address set forth below 01 at 1uch other address as such party may provide In wrtUng from time to time. Any such noUce mailed to such address wUI be effective one (1) day after deposit In the United States ma W, duly addressed , with cerUfled mall, postage prepaid. Lessee wil promptly notify Lessor of any change In Lessee's address. This Agreement may be executed In multiple counterparts (Including facslmlle and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease for purposes of appNcable 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. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subjed to the provisions of Section 15, this Agreement wl~ be binding upon Leuee and Its heirs, executors, personal representatives, successors and assigns, and wiD Inure to the benefit of Lessor, Servtcer, any other agent of Lessor and their respective successors and asslgns . This Agreement will be governed by and construed In accordance with the substantive laws of the State of Missouri (detennlned without reference to conflict of taw principles) 18. NON-PEnnON: Each party hereto hereby covenants and agrees that , prior to the data which Is one year and one day after payment In ful of all Indebtedness of Lessor, it shall not Institute against, or join any other person In lnstltuUng against, Lessor any bankruptcy, reorganization , arrangement, •nsolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The Pfl)vlslons of this Section 16 shan survive termination or thls Master Equity Lease Agreement , 19. NON-APPROPRIATION: Lessee 's funding ofthls Agreement shall be on a Fiscal Year basis and Is subjed to annual appropriations . Lessor acknowledges that Lessee Is a municipal corporation , Is predudad by the County or State Const~utlon and other laws from entering Into obligations that financlaUy bind future governing bodies. end thaL therefore , nothing In this Agreement shall constitute an obligation of future legisl ative bodies of the County or State to appropriate funds for purposes of thls Agreement. Accoralngly . the partles agree that the lease terms within this Agreement or any Schedules relating hereto are contingent upon appropriaUon of funds The parties further agree that should the County or State fall to appn~priate such funds, the Lessor shall be paid all rentals due and owing hereunder up unlit the adual day or termlnaUon In add iti on , Lessor reserves the right to be paid for any reasonable damages These reasonable damages will be tfmltad to the losses Incurred by the Lessor for hamg to se• the vehicles on the open used car market prior to the enct orthe scheduled tenn (as determined In Section 3 and Section 14 ofthls Agreement). IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year fnt above written . LESSEE· City ofT ample City LESSOR Enterprise FM Trust By Enterprise Fleet Management, Inc., Its attorney In fact ~ Qtp --- By . Bryan Cook By Daniel Simonetti Title. City Manager Title Regional Sales Manager Address · 9701 Las Tunas Dr. Addren· 17210 S Main Street Temple City , CA 91160 Gardena. CA 90246 Date Signed J~IV{_ /? . 2o If:" Date Signed ~., • "2DI1, __ ln111ols EFM~ Cust~ A4 EXHIBIT A MAINTENANCE AGREEMENT This Maintenance Agreement {lhls "Agreementj Is made and entered Into this seventeenlh day of June. 2015, by Enterprise Fleet Management, Inc., a Missouri corporation ("EFM"), and City of Temple CHy ("lessee"), WITNESSETH 1. LEASE. Reference Is hereby made to that certai n Master Equity lease Agreement dated as or the seventeenth day of June. 2015, by and between Enterprise FM Trust. a Delaware staiUtory trust, as lessor ("lessor"), and lessee. as lessee (as the same may from time to time be amended. modified, extended, renewed , supplemented or restated, the "lease"). All cspltellzed terms used and not olherwlse defined In this Agreement shaU have the respective meanings ascribed to them In the Lease. 2. COVERED VEHICLES. Ttia Agreement shal 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 ma lntenancs (the "Covered Veticle(s)"). 3. TE.RM AND TERMINAnON . The term of this Agreement ("Term") for each Covered Vehicle shall begin on the Delivery Date or such Covtlfed Vehicle and shal continue untU the last day of the "Term· (as defined in the lease) for such Covered Vehicle unless earlier terminated as set forth below. Each of EFM and Lessee shan each have the right to terminate this Agreement effective as or the last day or any cslendar month with respect to any or all of the Covered Vehicles upon not less than sixty (60) days prior wtirten notice to the other party. The termination of this Agreement with respect to any or all of the Covered Vehicles shaft 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 obVgatlons shall continue to be governed by the terms of thts Agreement . 4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for tha applicable Covered Vehicle and subject to the terms and conditions of this Agreement, It wHI pay !of, or rolmbtne Lessee for its payment of. au costs and expenses Incurred In connection with the maintenance or repair of a Covered Vehicle . This Agreement does not cover, and Lessee w!U remain responsible for and pay for, (a) fuel, (b) oil and other tkllds between changes , (c) Ure repair and replacement, (d) washing , (e) repair of damage due to lack of maintenance by Lessee between scheduled services (including , wHhout limitation, ranure to maintain tltlld levels), (f) maintenance or repair of any alterations to a Covered Vehicle or of any after-market components (this Agreement covers maintenance and repair only or the Covered Vehicles themselves and any factory-lnstaled components and does not cover maintenance or repair or chassis alterations, add-on bodies (including. withoot limitation, step vans) or othe r equipment (including . without limitation, 1111 gates and PTO conlrols) which Is lnstaled 01 modlf~ed by a dealer. body shop , upfitter or anyone else other than the manufacturer of the Covered Vehicle, (g) any service and/or damage resuiUng from , related to or arising out or an accident , a coiH$1on , theft, fire , freezing, vandalism , riot , explosion, other Acts of GOd, an object striking the Covered Vehicle, Improper usa of the Covered Vehicle (Including, without limitation, driving over curbs, overloading, racing or other competition) or Lessee 's faMura to maintain the Covered Vehicle as required by the Lease, (h) roadside assistance or towing for vehicle maintenance purposes, (I) mobile services, ()) the cost of loaner or rental vehides or (k) If the Covered Vehicle Is a truck , (I) manual transm ission dutch adjustment or replacement , (II) brake adjustment or replacement or (Ill) front axle alignment. Whenevtlf it Is necessary to have a Covered Vehicle serviced, Lessee agrees to have the necessary w0111 performed by an authorized dealer of such Covered Vehicle or by a service facllty acceptable to EFM . In avery esse. if the cost or such service wNI exceed S50.00, 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 fumlsh an Invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order (Odometer mileage must be shown on each shop or 1ervtce Ol'det). EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle unless Lenaa has complied with the above terms and conditions . EFM will not have any responslbiNty to pay fot any services In excess of the services recommended by the manufacturer, unless otherwise agreed lo 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 "Term" (as der~ned In the lease) for the appMcable Covered Vetic:Se 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 01 pay for any service to any Covered Vehicle alter 100,000 miles . 5. ENTERPRISE CARDS EFM may, at Its option, provide Lessee with an authorization csrd (the "EFM Card ") for use In authorizing the payment of charges Incurred In coMBctlon with the maintenance of the Covered Vehicles . lessee agrees to be liable to EFM for, and upon receipt of a monthly 01 other statement from EFM. Lessee agrees to prompUy pay to EFM, all cllarves made by or for the account of lessee with the EFM Card (other than any charges which are the respondl~lty of EFM under the terms of this Agreement) EFM reseMIS the right to change the terms and cond itions for the usa of the EFM Card at any tine. The EFM Card remains the property of EFM and EFM may revoke Lessee 's right to possess or use the EFM Card at any time 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- transferable . 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 fnt day of each month If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, lessee wiU pay EFM , on the first day of the Term for such Covered Veticle, a pro-rated maintenance fee for the mmber or days that the Delivery Dale precedes the first monthly maintenance fee payment date . An'f 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 wi:l accrue Interest , payable upon demand or EFM, from the date due untU paid In fuU ala rete per annum equal t o the lesser of (I) Eighteen Percent (18%) per annum or (II) the highest rate allowed by appllcsble law The monthly maintenance lee sat forth on each appHcable Schedule aUows 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 lot any miles In excess of this average amount per month at the rate set forth In the applcable Schedule EFM may, at Its option . permil LesSOI, as an agent for EFM , to biM and collect amounts due to EFM urlder this Agreemenl from Lessee on behalf of EFM 7. NO WARRANnES. 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 Covefed Vehicles to be performed by third parties . EFM MAKES NO REPRESENTAT ION 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, OPERA nON, CONDmON. 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 lm llals EFM~ (..,.~ Page I A5 EX HIBIT A 8. LESSOR NOT A PARTY. Lessor Is not a pany to, and shan have no rights , obligations or duties under or In respect of, this Agreemen t. 9. NOnCES. Any notice or other communication under this Agreement shaa be In writing and delivered In person or sent by facslm lle, recognized overnight courier or registered or certifled malt, retum receipt requested and postage prepaid, to the applicable party at its address or facsimile number set forth on the signature page or this Agreement , or at such other address or fac:slmlle number as any party hereto may designate as Its address or racslmUe number for comm~K~Icatlons under this Agreement by notice so given. Such notices shall be deemed effeCU\18 on the day on wtlleh de livered or sent if deNvered In person or sent by lacslmie, on the first (1st) business day after the day on which sent, If sent by recognized ovemlght courie r or on the thin! (3rd) business day after the day on which maAed, If sent by registered or certified maW. 1 D. MISCELLANEOUS. This Agreement embodies the enUre Agreement between the parties relating to the subjed matter hereof This Agreement may be amended only by an agreement in writing signed by EFM and Lessee . Any provision of this Agreement which is prohibited or ~K~enforeeable in any jurisdiction shaU, as to such jurisdiction, be Ineffective orly to the extent of such prohibition or ~K~&nforceabiily wllhoiA lrwalldall'lg the remaining provisi ons of this Agreement or affedilg the validity or enforceability of such provisions in any other jU'isdletton. This Agreement shall be binding upon end Inure to the benefrt of the parties hereto and their respective successors and assigns , except that Leuee may not assign, transfer or delegate any of Ita rights or obligations under this Agreement wlthoutthe prior wrillen consent of EFM. This Agreement shaA be governed by and construed in accordance with the substantive laws olthe Stale of Missouri (without reference to conlllel of law principles). IN WITNESS WHEREOF. EFM and Lessee haw executed this Maintenance Agreement as of the day and year first above written. LESSEE : City of Temple City EFM: Enterprise Fleet ~nagemenl , Inc. #&~ (2(/f: By Bryan Cook By: Daniel Simonelli Tille : City Manager TIUe · Regional Sales Manager Address . 9701 Las Tunas Dr. Address: 17210 S Mai n Street Temple City, CA 91780 Gardena, CA 90248 Attention : Attention ~Ill .... ~ ~...._ 't"i""') Facsimile No .: I. Facsim l e No •. Date Signed . ~/i'l/ .-.zr-Date Signed ~ l4 . IS lmuals EFM~ Cust ~ EXHIBIT A MAINTENANCE MANAGEMENT ANQ FLEET RENTAL AGREEMENT This Agreement Is entered Into as of the seventeenth day of June, 201~. by and between Enterprise Fleet Management. Inc ., a Missouri corporation, doing business as 'Enterprise Fleet Management" rEFM"), and Clly of Temple City (the 'Company"). WITNESSETH : I. ENTERPRISE CARDS: Upo n request from the Company, EFM will provide a driver information packet outlining its vehicle maintenance program (the ·'Program ") and a card ("Card") for c:~ch Company vehicle included in the Company 's request . All drivers of vehicles subject to th is Agreement must be a representative of the Company, its subsidiaries or affiliates . All Cards issued by EFM upon request of the Company shall be subject to the terms of this Agreement and the responsibility of the Company. All Cards sh:~ll bc:~r on expiration date. Cords iss ued to the Company shall be used by the Compillly 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 regulatio ns which may be revised from time to time by EFM. Cords 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 unnecessnry , unauthorized repairs. Notwithstanding the above, in the event the repairs and service arc the result of damage from an occident or other non· maintenance related cause (i ncluding glass claims), these matters will be referred to the Company's Fleet Manager. If the Company prefers thnt EFM handle the damage repair, the Company agrees to assign the admi nistration of the matter to EPM. EPM will administer such cla ims in its d iscretion . The fees for this service will be up to S 125 .00 per claim and the Company agrees to reimburse for repairs as outlined in this agreement. lfthe Company desires the assistance of EFM in recovering damage amounts from at fault third parties, a Vehicle Risk Management Agreement must be on file for the Company . 3. BILLING AND PAYMENT: All audited invoices paid by EFM on behalf of the Company will be consolidated and submitted to the Company on a single monthly invoice for the entire Company Oect covered under this Agreement. The Company is liable for, and will pay EFM within ten (I 0) days after receipt of an invoice or statement for, all purchases invoiced to the Company by EFM, which were paid by EPM for or 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 s upplier with respect to such purchases which arc based on the overall volume of business EFM pro vides to such supplier and not solely the Company's business. EFM will exercise due care to prevent addit ional charges from being incurred once the Comp;my has notified EFM of its desire to cancel any outstanding Cord under this Agreement. The Company will usc 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 Rent-A-Cor Company for a maximum of two (2) days without prior authorization . Extensions beyond two (2) days must be granted by an EPM rep resentative. The Company assumes all responsibility for all rental agreements arranged by EPM with a subsidiary of En terprise Rent-A -Car Company through an CFM representative or through the usc of the Cord. 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 rcscn ution procedures and meet other applicable requirements of the applicable subsidiary of Enterprise Rent· A-Car Company . S . NO WARRANTY: EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLI ED, WITH RESPECT TO 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 defect 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 to EFM of monthl y invoices . 6. CANCELLATION: Either party may cancel any Cord under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party . The cancellation of an y Card or termination of this Agreement will not affect any rights or obligations under this Agreement, which shall have previousl y accrued or shall thereafter arise with respect to any occurrence prior t~cJl. caneellat ~;. terminat ion. A Cord shall be immediately returned to EFM upon cancellation to : Enterprise Plcct lm113ls EFM _(,Ml... C1111~ Pnge I A7 EXHIBIT A Management, 600 Corporate Park Drive, St. Louis , MO 631 OS, Attention : Enterprise Card Department. Notice to EFM regard ing the cnncellotion ofony Cord shall specify the Cord number and identity the Compan y's representative . In the case oro term i nat ed representative , such notice shall include a brief description of the eiTons made to reclaim the Cord . 7 . NOTICES : All notices of cancellation or termination under th is Agreement shall be mailed postage prepa id by reg istered or certified mail, or sent by express overnight delivery service , to the other part y 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 mai l will be eiTcctive three (3) days after deposit in the United Sllltes mail, duly addressed, with registered or certified mail postage prepaid . An y such notice sent by e.xprcss overnight deli very service will be eiTecti ve one (I) day after deposit with su ch de liv ery ser vice, duly addressed, with delivery fees prepaid. The Company will promptly not ify EFM of any change in the Company 's addres s. 8. FEES : EFM will charge the Company for the serv ice under this Agre ement $7.00 per month per Card , plus a one time set-up fcc ofSO .OO . 9. MISCELLANEOUS: This Agreement may be amended onl y by an agreement in writing signed by EFM and the Comp any. This Agreement is governed by the substantive laws of the State of Mi ssouri (determined wit hout reference to con nict o f law principles). IN WITNESS WHEREOF . EFM and the Company have executed this Maintenance Management and Fleet Renta l Agreement as of the day and year first above wrilten. By : Title : Bryon Cook City Manager Address: 9701 L115 Tunas Dr . Temple City, CA 91780 Date Signed : JcA ,v-c_ I/) --j Initials EFM~ C~ . ;Jo;( EFM : By: Title: Enterprise Fleet Management, Inc. Daniel Simonetti Regional Soles Manager Address: 17210 S. Main Street Gardena, CA 90248 Date Signcd :-----::~h.::.,_•_.l.....:lf!-•_.'Zc=...:..l ..-;;;,___,, __ EXH IBIT A lj The \IIICittllgNd appllc:anllbuyer rAppliant') rep~tseniS th.tl the tnlonnallon ~n In 11111 ~pplallon 11 CG~~~ple~ end lmnlt and ltUillafl:n C1td lnuer to dleck wi411 ertdKropotllng IV~ft(let Ctfdllrelerencts and OltlttiOUICft ~clond to tonlrm ~nlonnellon (IIYeft. 21 l\pplie3111requtttl a IN,...ss diiiOt aecoutll.llapproved lot atdtt and one ar more busillan dllrgt c.arch from tho "'ci•SWtr. Whch 11 Wrl9hl I!Jptall Flll,lnCitl SeMcu C0111011tron I'CIIcl bsutf); 3} l\pplcil/ll IQitft to the ltlmtand COIICII\Icni"IIOM In lilt BUIII'Ittl Charge Acl:ounlllgretm•~ Plll'tldlcl Wlllll/lo1 ·~ llldlol pra\llded wofl lht bultneas dl11gt c»~dfa). Use o1 111'1 c:arll iawtd Jklflutnlto tho~ tpplcttlon COJI6rma Applc.tnl 's agrcttmelll 1o aarcllermt 11111 eoncllloont . •11111111 Ac:counl 11 lo< a partne11hlp ora PIOPf>IIOIIhlp, a partrer ar principal mulii'U~"" epptalion tnd lhl uncllrtigntcl'l ~~e~acnal Clecf11.,.,. 1>1 used rn ~a crftlll CltOStOnllld lhty hertb; ...a-:e CIMd bsuer to abllin 1 1:011-rtpOII In the evenllllalllas ~~ton It dcnrad buell upon 1ntorma11on COIIIItnedln 1 COIIIUIII1tl Cl'lldll r•part of lilt under~~gned IIIey tulhoNe 1111 ~rd ..._to report 1lle """" lot I he cleniai iO 111e Applrcant Dllwcl W!ut'IH ot lluSIIItUU wheft 1111 Ul\dertlgoecj """'Pis tccounlt INy 1180 Oe niOft. 5) Appfc;antagrCHtalhaltn 111e -n\ lhe IICCounl b na1 paod 11 evrmf, Card lnuet rr11r ropor1 flO uncleqlgned'tlillbilott 101 OMCI tho IIOIUI o/1110 account 10 ettcM burt~UI llld o!Mra wi'O m.oy ~ IICt,.. sUCh WortnllliOn 6) Oy pfO'IIclrnQ 111e jlllat\8 l\\llllbtriiMifow, )'011 l\llllanU Ul 10 Can4KI )'011 II any olllltSI numllenl 18()Aidlf10 IIIII opploellloen 01 -'ly 8CCounl ope~ n I 18M oi11141Clplocll10!> II you hnO tnyqutlllonarcttord IIIIa •PI*c:allon. '"can l·lll·lll tH2 Ful l tgtl Comptnr Ntme ol APQircenC/Duyar • --PI-oM • ·-F .. l City of Tomple City 626-285·2171 626-285-8192 •Wnlt C.OIIII"IIY -~~yOU Wllh r\ Ia lppetran Cl/dl l.,.. a/20 cNIKIIIIIIICiudong JPKeS Unltu I~ no Comp.lny lllmt ... appur 011 Cllldl ~~m~o~~om~a~~~o~~~0o DBA or AKA Appkeiiii'C Tupayer 10 I cnN. fE'IIf 01 SSH) SIC Code ar Type allkllllell T•lltltl I---:-::::=::~~:;!~_:::::::=~!:::._ ____ 'T":y'7e-.r-ol-:-:-lnCOI-par-a.,...t.on-,-Ym-,----J. Q_! ~'a ¥"( ~e':;-s, '"""' ChOOse C11d Type<&/ lijAd fu.l Ol1ly OAIIl/nltslrltlacl QSotr.. ol NCh Comphrlt thlt St~Uon Accu,.ltl)'. StltGI One: 0 C01po111Uon 0 Partne11hlp 0 Ploprltlorthlp 0 PC a r PA 0 LLC I• lhla accovntlor a oomp1ny U1at 1111 bun Incorporated Ins thin Utrtt ynra, a p~rtnenhlp, a praprletarahlp, • praftPiontl corporollon or astocltllon, or allmllld lltblllty COillPiny? 0 Ha C)Yn (If Y!S, COillplete 1ntltlt1ch lht Poraanel Outrtnly on pagt 2.) ~~ lht PIIJOI11\111101tUCI 10 ttcelve tl ChBfljt ~ds, repom end all\tr auch lnlofllllloon •1'8 prU'tldl 11om llrntto lime end lo llktiCI!ons ~ ltll)e(IIO your tC'>CUIIilllcltcCIIUI'IacctU This b 11110 lht petiOli detiiJIIIIId by yo lit C:OOIPIIIY 10 ptOYICit II llccl nhoda drlvtr lnd Olhel lnfartNIIoon M ra.y rtqUtll By t1Q111119 below, you 1110 (•) ~I'QMIIt reptnt~U~rtea lrora your card P'OIJIDnl sponsor fSponSOI") to 1\e\'1 ICCtsl 10 your lccounllnlormllbon 111 o<cltl lo ftclhtllt Cutlomll/ SetYIC9 loCI accounl llliiiii i~IIQt IIQIJOIIS 011 \'OU' tt.ll;ll Dnd IJ')IUI/IOIUO lila Catd IIIUOIIa KCOPIIICC®IIIINillfPIIICt IIQUIIIIalld Olhor rnslrutl•ona lram Sponsor on yavr bai\IW Cl~edo h~t tl Mltlt11 tS nempl lrarn molor lueb ta• {Uitl rtpr tNFORIMTIOH SHAAJNO DISClOSURE, Enterprtw fltot Manlgetlltll1, Corll IUIItf ar •ls All*alt1 mr,.to fie oatant ~'-tel by lew, 1!\lle lfllornli!IOI'I ~td 11y or go.toralad as a retUII or lhlt uppllellllon to each alhlt,IIICIIO rnorellanb IOI:IIP*I9 the un~ In lddlllon. fllolma'lon rovordlng r-lfanSICitOns mar bl cwOY!Ciecl to acetpll/lg rnerchlnt5 or liMit sDM:o ptoVIOIIs 10 t.x*111e drscaunll 01 otllel ~I campArgns oiW~Itn!ttlo you Progrom Costs: $40.00 one·tlmo account sotup roo, plus $2 .00 per card, por month. Instructions: Complete and sign application. To speed processing, fax your application to us at A UTHO RIZL D SIGIIATUnE REQUIIItD A9 AccollniiiiJ'IIber 0463 D3 APP OSU 121111 FXHIBII8 ENTERPRISE FLEET MANAGEMENTIWRIGHT EXPRESS ACCOUNT APPLICATION - c'nld Complete the Personal Guaranty below~ If this account Is for a: Company that has been Incorporated less than three years, Partnership, Proprietorship, Professional corporation or association, or Limited liability company. rrrtSOt~AL GU/\hMnY (SEE ADO VEI In consldetollon o1 c.nt 1ssu11 llnencin9 purw,• under lho SuiNt. Cl1efve 1\ctounll\greemellt (II fie Nnll11111\' lleteafllll bl1110d411d, ealended Dr ll'rlllldecl, "'hh Agrllemtl't'), llle !IIKIWIIgneclgwtan1or ('~ htleby .,.-ee~IO uncoodllionaly potWIIIIy OUIIIanl .. payment 1nd PtrfgriiiiiiCe un4CI .ny ~ Ollllllllllod Pllfllllllllo Ills·~ oleny oblgollgn ol APPklniiO Card lnuer Oil rtf opignN 01 Cllld lnuor. In 1t1e tvlllllhe ebove AppiUnl lth 10 do 10. Tllla n a QUIIafiiY ol ptymenl and no1 merely of coloclon. Ouatantor ftlll•• 10 pay. upon cflmlnd, any IIIIIGUI1C owed 1rt 1\pploc:anl to C1<d Issuer end due undlf tht Agrtemerll. Cllllllnulf JNI 1101 bo rllqlllrld to lnlllato any Kllon IIOI*IIt. IIOt' ea.haust ~~ny rtrnllllln 1'1111 rlll(l«t 10 Appllclnl or eny 011\ef OUIIInlor pbf lo nmlnt del!llllld upon OU.rantot OuanMior hhby Wlhu•ny ndco1119WIIntl Appllcant'aiCZOIInl Ot lllllguetanty end egree-tl\8/lhlt guarani'( lhllll ba tppllc:lblo untfl'lha Ag/ellnellt has IIIIITblaled ""'Ill amo~~nts WI hiMI been Jllkl tn fiAt. Guarantw IIQI'Ie• tllllln the em~t!M ga;oun!le nol peld n egraed, C.Ud lliutt may fiPQI\ Ollllllnlor'llllblly lor lind the lUI~ ol the ICICOUIIIIO credit butuus lnd 011111t who m;rr l;lwl~ I'WiiYe such lllloun•lllltl Gultii\IOt lleteby f9'HIIhlt caro luuer 11111 extend the bme lor pa,ment llld rtleiSIItrf ol/lef 'ea~r otr tor lht •or~ Wl1hotA ~ en lll1'f WDY lhl abllgeliona ol Gu111111ot G11r1111101 ~ •rrt and .,11retya111p diJ-111 Pt!IOMI ctedll ol Gulri/'IIOt Will lilt u'ed In I!Yillllg 1 crlldl cled~ lltld Owranlol lletebJ aulllontot ~rellsWtr ID obllln a CQIItumer Cledil ~ ol OlltlrliiiiOI [)qctlnqvonea ol bUSNIMI whertlllt 111\derlfllned n~~rnla;n, KCOUntt mey -'to be INdo I" tile nont 1M applcalioll II cl..md bllld uponlnfoltNIIon In 1 cor11uno..• aeclol11porl ol Gu;s~~~IIICH Guallnlor aullloNH llHt Crwd b-to IIPOII Ihe rtUOI'IIot the dtnlal 10 Applcl/ll ;"niOI's Slgnllure I flflM 1111110 ~>;!to of Balli Sodll Sat\IIIIY No Ouarlnw'l Re&ldenhl Addfeu -s1reel, clly, sla\e, ._., (Da not anclude PO D1111) Phone, ODIC: (IIWI'4drtl • • • Opp0111.nly I l&altt ~ 14.olglllllanch Code I Elllelpllse lnlllals I Plulic 'TWit Coupon Code AcccNn1 Nll!lbel ENTX o..G3 B3 Af'P OSM (2111 ) A10 ENTERPRISE FLEET MANAGEMENT -PROPOSED REPLACEMENT VEHICLES SUMMARY CURRENT VEHICL ES REPLACEMENT VEHICLES Cost of Current After Monthly Market Department Current Ve hicle Year Make Payment Pro posed Vehicle Year Make Equipme nt 1 COD-Buildi ng C-M ax Hybrid 2016 Fo r d $80.99 F-150 2019 Ford $1,601.00 -- 2 CDD -Com m Prese rv ation Frontier 20 16 Niss an $387 .5 5 No Change . ---- 3 CD D-Co mm Preservation Frontier 20 16 Niss an $3 87.55 No Change . --- 4 CO D-M aintena nce F-250 2016 Ford $4 30.05 F-250 (box delete) 2019 Ford $12 ,553 .00 --- 5 COD -M ai ntena nce F-250 2016 Fo rd $4 30.05 F-250 (box delete) 2019 Ford $12 ,553 .00 1---- 6 COD -Ma i ntenance F-250 201 6 Fo rd $4 30.0 5 F-250 (box delete) 2019 Ford $12 ,553.00 --- 7 COD -Ma i nten ance F-250 2016 Fo r d $4 39.8 2 F-250 8ft bed 2019 Ford $6,245.89 ;- $498.5 2 $14 ,342.00 8 COD -Ma i ntenance F-350 Cha ssis 2016 Ford F-350 Chassis 2019 Ford 1- 9 COD -Pl a nn i ng C-Max Hybrid 201 6 Ford $232.26 loniq Plug-In Hybrid 2020 Hyundai $150.00 ---- 10 M an age m ent Services C-M ax Hybrid 2016 Fo r d $232.26 loniq Plug-In Hybrid 2020 Hyundai $150.00 -- 11 M S-Pu blic Sa fety Taurus* 2015 Fo r d $558.33 Responder Plug-In Hybrid 2019 Ford $14,992.74 --12 M S-Pu blic Sa f ety Ta urus* 2015 Fo rd $558.33 Responder Plug-I n Hybrid 2019 Ford $14 ,992.74 -- 13 M 5-Pub lic Sa fety Highlan der Hybrid 2015 Toyot a $233.90 Police Interceptor Plug-In Hybrid 2020 Ford $5 ,376 .76 --- 14 P&R -Maintenance F-150 2016 Ford $466.32 No Change --. 1- $463 .00 15 P&R -Mai ntenan ce Tra nsit -250 2016 Fo rd No Change --. - 16 P&R -Pa rk Patrol Hig hl and er Hybrid 2015 Toyota $238.57 Crosstreck Plug-In Hybrid 2019 Subaru $1 ,601.00 17 P&R -Rec rea t ion F-1 50 2016 Ford $4 66.32 No Chang e . --- 18 P&R-Recrea t ion Tra nsit-150 2016 Ford $4 59 .50 Pacifica Plug-I n Hybrid 2019 Chrysler $150.00 - 19 P&R-Recrea t ion Tra nsi t -150 2016 Ford $4 56 .37 Pacifica Plug-In Hybrid 2019 Chrys ler $150.00 20 P&R-Rec reatio n High l ande r Hybrid 2015 Toyota $238.57 Pacifica Plug-In Hybrid 2019 Chrys ler $150.00 2 1 P&R-Recreatio n Hig hla nde r Hybri d 2015 Toyo ta $239.9 1 Crosstreck Plug-I n Hybr id 2020 Subaru $1,601.00 22 P&R-Tree Cr ew F-6 50 Gas 2016 Fo rd $874 .54 No Change . . . TOTAl MONTHLY lEASE PAYMENT-CUR RENT $8,802 .76 TOTAL COSTS $99,162.13 AQMD Fund-Curre nt $2,586.06 AQMD Fund-Proposed $39,314.24 Ge n eral Fund-Curre nt $6,216 .70 Gen eral Fund-Propose d $59,847.89 *L eased t hrough Los Angeles Coun t y Sh er iff s **Includes 9.5 % So les Ta x 6 1 EXHIB IT B Ne w M o nthy New Payment-Monthy Down General Payment- Paym ent•• Fund AQMD $446.56 -$387.55 . -$387 .55 . . $691.32 - -$691.32 . . $691 .32 . . $586.95 . -$762 .60 . $16,000.00 -$125 .43 $16,000.00 -$125 .43 $16,000.00 -$303.64 $16,000.00 -$303.64 $16,000.00 $483 .91 -$466.32 - -$463.00 - $16,000.00 $361.38 . $466.32 . $16,000.00 -$464.20 $16,000.00 -$464.20 $16,000.00 -$464.20 $16,000.00 -$361.38 . $874.54 - $160,000.00 $6,915.35 $3,457 .41 $160,000.00 $0 .00 $3,457.41 -$6,915.35 . EXHIBIT B ENTERPRISE FLEET MANAGEMENT PROPOSED VEHICLE REPLACEMENT Replacement Options with Aftermarket Capitalized Current Scenario Replacement Quotes AQMD Monthly Payment 1 $1,496.46 Vehicle Qty Units Beine Replaced Costof AME Quote• AQMD Down Payment GOP New Monthy Payment Standard Vehicle Pa yment I $7,306.64 20 19 Pa cifica Hybri d 3 2009JF,200FPR, 200FPT $150.00 4170385 Billed $14,611 .87 $4,566.2 1 $464.20 Total Monhtly Payment I $8,803.10 2019 Subaru Crosstreck Hybrid 2 2009JC, 2009JI $1,601.00 4187570 Billed $14,611 .87 $4,566.21 $361.38 2019 Hyundai loniq PIUB·In 2 2009JV, 2009JW $150.00 4187590 Boiled $14,611.87 $4,566.2 1 $125.43 Proposed Replacement w/ 2 additional Patrol Vehicles 2019 Ford F-150 1 2009JX $1,601.00 4187542 Capped $0.00 $4,566.21 $446.56 2019 F-350 Chassos 1 2226DC $14,342.00 4171020 Capped $0.00 $4,566.21 $762 .60 AQMD Monthly Payment I $3,457.41 2019 F-250 (box delete) 3 20092W, 20092X, 200A01 $12,553.00 4171031 Capped $0.00 $4,566.2 1 $691 .32 Standard Vehocle Payment I $6,915.35 2019 F-250 Sit bed 1 200A02 $6,245.89 4171392 Capped $0.00 $4,566.21 $586.95 Total Monthly Poyment I $10,372.76 2019 Ford Responder Hybrod 2 $14,992 .74 4186090 Boiled $14,611.87 $4,566.21 $303.64 2020 Ford Pohcy Interceptor Hybrid 1 2009JG $5,376.76 4211034 Billed $14,611.87 $4,566.21 $483.91 Total AQMO AME Cost : $39,314.24 62 Highlander Hybrid Highlander Hybrid C·Max Hybrid F·650 Gas F·350 Chassis F·150 F·150 City of Temple City Fleet Risk Profile $29,327 $16,550 $16,033 $16,033 $384.31 Totals Averages 83 ($1,524) $11,308 $5,817 $113,510 $5,675 13.566 1,202 15,4 31 14,125 10,091 $23,715 $23,835 $7,535 $21,212 $17,445 $16,600 $16,480 EXHIBIT B $20,455 $21,135 $20,812 $11,523 $11 ,253 $11 ,253 $777 $5,922 $5,347 $5,227 $56,230 $2,811 19,975 14,379