HomeMy Public PortalAbout09) 7F Amendment to Enterprise Vehicle Lease and Maintenance AgreementDATE:
TO:
FROM:
Administrative Services Department
MEMORANDUM
April 16 , 2019
The Honorable City Council
Bryan Cook, City Manager d
By: Susan Paragas, Administrative Services Director -'I
AGENDA
ITEM ?.F.
SUBJECT: AMENDMENT NO. 1 TO ENTERPRISE VEHICLE LEASE AND
MAINTENANCE AGREEMENT
RECOMMENDATION:
The City 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 e xecute the First Amendment (Attachment
"A ").
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.
The City received credit for the older vehicles as trade-ins and made an up-front
payment for all of the after-market equipment, thus , allowe d for the lower monthly lease
rates .
ANALYSIS:
The Agreement consists of 20 leased vehicles utiliz ed by several departme nts in the
City. It is recommended that six (6) of the 2 0 vehicles be replaced by newer vehicles
where a total of five (5) vehicles are energy efficient plug-in hybrids (PIH ). In addition ,
City Council
April16, 2019
Page 2 of 3
two (2) new PIH vehicles will be added to the list , thus, making the total leased vehicles
to 22 of which eight (8) are PI H .
The 6 vehicles to be replaced currently have a trade-in equity of $36 ,530. However, the
equity will be reduced by approximately 50% if the vehicles are turned in next year, at
the end of their term. To take advantage of the current equity, it is recommended that
the Agreement be amended with 6 new vehicle replacements and an addition of 2 new
leased vehicles. ·
The 2 new additional vehicles replace 2 Ford Tauruses leased through the Los Angeles
County Sheriff's Department which will expire in June 2019 . Since the new additions
are PIH, the costs of the vehicles qualify to be funded through the Air Quality
Management District ("AQMD"), thus, the General Fund is alleviated of these costs.
However, the after-market equipment expenses of the PIH vehicles do not qualify for
AQMD funds and will be charged to the General Fund which is approximately $712 per
month ($8,541 annually). ·
Therefore, the First Amendment (Attachment "A") revises the Agreement with 6
replacement vehicles and 2 added vehicles. These 8 new vehicles will have a term of
60 months effective on the date they are delivered to the City. Exhibit Bin Attachment A
contains the details of the City's fleet. Included in the monthly payments for the 8
proposed vehicles are the costs of $40,465 for the after-market equipment needed to
make the new vehicles fully functional for City needs.
Below is the summary of Attachment "B":
AQMDFund
• Total of 8 Hybrid Vehicles
• Down Payment of $140,000 for Seven (7) New PIH Vehicles-from AQMD
Fund of $212,700 Available Reserves
• Total New Monthly Lease Payment is $1,835 ($22,022 Annually)
o Addition of $339 per month ($4 ,064 Annually);
o After-Market Equipment Costs of New Vehicles Not Qualified
o Within Annual AQMD Allocation
General Fund
• Total of 11 Vehicles
• One (1) New Vehicle Replacement
City Council
April16, 2019
Page 3 of 3
• No Down Payment on New Vehicle
• Total New Monthly Lease Payment is $5,567 ($66 ,807 Annually)
o Addition of $42 per month ($500 Annually);
o After-Market Equipment Costs of 8 New Vehicles Included
Lighting and Landscape District Fund
• Total of Three (3) Vehicles
• No Vehicle Replacements
• Total Current Monthly Lease Payment is $1,781 ($21 ,368 Annually)
The total proposed monthly lease payment is $9 ,183 ($11 0 ,197 annually) which is an
increase of $380 per month ($4,564 annually). The payments include the costs of the
new vehicles, their after-market equipment and the factoring of the trade-in equity.
It is recommended that the First Amendment be approved to provide:
1. Use of Higher Trade-In Equity ;
2. Use of Under-Utilized AQMD Funds;
3 . Lease of Newer Vehicles; and
4 . Increase Use of Energy Efficient Vehicles
CITY STRATEGIC GOALS:
Approving the First Amendment is consistent with City Strategic Goals of Public Health
and Safety, Quality of Life, Sustainable Infrastructure, and Fiscal Sustainability.
FISCAL IMPACT:
There will 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 $140 ,000 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 16, 2019
ATTACHMENT A
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 E nterpris e Fleet Management
Trust, a Delaware statutory trust ("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 maintenanc e 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 Agreement 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.
SECTION 3 . RENT AND OTHER CHARGES: Exhibit B contains details regard ing the
detailed costs of the new leased vehicles with the revised monthly payments li sted 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 forc e and effect and binding upon the parties.
2.2 Integration. This First Amendment consists of pages 1 to page 5 inclu sive 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 of5
ATTACHMENT A
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 re spective terms and
provisions . All defined terms utili zed in this First Amendment have the same meaning a s 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 OF TEMPLE CITY
By: ____________________________ _
Bryan Cook, City Manager
ATTEST:
Peggy Kuo , City Clerk
APPROVED AS TO FORM
Greg Murphy, City Attorney
LESSEE:
Enterprise Fleet Management Trust
By: --------------------------
Name: ----------------------
Title:
Page 3 of5
EXHIBIT A
MASTER EQUITV LEASE AGR.:EMENT
This Master Equity Lease Agreement Is entered Into this 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 lo 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 rental s
and on the terms set forth In lhls Agreement and In the applicable Schedule . References lo lhls "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 ea ch
Vehicle to Lessee, send Lessee a Schedule covering lhe 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 terms contained In each such Schedule will be binding on Lessee unless
Lessee objects In wrillng to such Schedule within ten (10) days after the dale or delivery of the Vehicle covered by such Schedule . Lessor Is the sole
legal owner of each Vehicle . Thls Agreement Is a lease only and Lessee will have no right, IIIIa or Interest In or to the Vehicles except for the use of the
Vehicles as described In this Agreement. This Agreement shell be treated as a true lease for federal and applicable alate Incom e tax purpose s with
Lessor having all benefits of ownership or the Vehicles . It Is understood and agreed that Enterprise Fleet Management , Inc. or an affiliate th ereof
(together with any subservlcer, agent, successor or assign as servlcer on behalf of Lessor, ·servlcar") 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 ("Term") lor each Vehicle begins on the date such Vehicle Is delivered to Lessee (the 'Delivery Date") and ,
unless terminated earlier In accordance wllh the terms or this Agreement. continues lor I he "Lease Term • as described In the applicable Schedule.
3 , RENT AND OTH ER CHARGES:
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will
be 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 fer maintenance services under Secllon 4 or 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 ol the next month . In addition to the monthly rental payment s, Les see agrees to
pay Lessor a pro -rated rental charge for the number of days that the Delivery Date preced es the first monthly rental payment date , 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 lnillal Charges· set forth In aech Schedule on the due date of the first monthly rental payment under su ch
Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination• set forth In each Schedule at the end or the applicable Term
(whether by reason or expiration, early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day or the scheduled Term . whether as e 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 termlnallon date .
(C) Lessee agrees to pay Lessor within thirty (30) days alter the end of the Term for each Vehicle, addlllonal rent equal to the excess, If any, of the
Book Value or such Vehicle over the greater of (I) the wholesale value of such Vehicle as determined by Lessor In good faith or (II) except as provided
below, twenty percent (20%) or the Delivered Price of such Vehicle as sat forth In the applicable Schedule . If the Book Value of such Vehicle Is less than
the greater or (I) 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 as set forth In the applicable Schedule , Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment
within thirty (30) days alter the end or the applicable Term . Notwithstanding the foregoing, If (I) the Term for a Vehicle Is greater than forty-eight (46)
months (Including any extension of the Term for such Vehicle), (II) the m~aage on a Vehicle at the end of the Term Is greater than 15,000 miles per year
on average (prorated on a dally basis) (I .e ., If the mileage on a Vehicle with a Term or thirty-she (36) months is greater than 45,000 miles) or (Ill) In the
sole Judgment of Lessor, a Veh icle 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 (II) In ea ch 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 !lliLJJa (It) the total Depreciation Reserve pa id by Les see to Lessor with
respect to such Vehicle & (Ill) ell accrued end unpaid rent andfor other amounts owed by lessee with respect to such Vehicle
(d) Any security deposit of Lessee will be retumed to Lessee at the end of the applicable Term, except that the depos it will first be applied lo any
tosses andfor damages suffered by Lessor as a result of Lessee's breach of or default under this Ag reement andfor 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 alter Its due dale will accrue Interest.
payable on demand of Lessor, from the date due until paid In lull at a rate per annum equal to the lesser of (I) Eighteen Percent (1 8%) per annum or (II)
the highest rate permllled by applicable law (the "Default Ratej.
(f) If Lessee falls to pay any amount due under th is Agreement or to comply with any of the covenants contained In this Ag reement, Lessor.
Servlcer or any other agent or 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 uncondillonal and such payments
shall be made In Immediately available funds wllhout setoff. countercla im or deduction ol any kind . Lessee acknowledges end agrees that neither any
Casualty Occurrence to any Vehicle nor any defect. unfitness or lack of governmental approval In, of , or wllh respect to, any Vehic le regardless of the
cause or consequence nor any breach by Enterprise Fleet Management, Inc . or any maintenance agreement between Enterprise Fleat Management,
Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of Its obllgallons under
this Agreement, Including, wllhoutllmltatton, the payment or 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 drivers to comply with , all laws, statutes, rules. regu lations and ordinances and the provisions of all
Insurance pollcles affecting or covering the Vehicles or their use or operalion. Lessee agrees to keep the Vehi cles free of all llans, 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 manufacturer's trailer towing recommendations. Lessee agrees that no Vehicl e Ia Intended to be or will
be utilized as a •school bus" as defined In the Code of Federal Regulations or any applicable slate or munlclpal statute or regulation . Lessee agrees not
to remove any Vehicle from the continental United Slates without flrst obtain ing Lessor's 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 expanse agrees lo retum such
Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee falls to return any Vehicle to
Lessor as and when required In accordance with this Seclion, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro-rated
dally rent . Acceptance or such additional rent by Lessor wlH In no way limit Lessor's remedies with respect lo Lessee 's failure Ia return any Vehicle as
required herer"")J\
Jmuals EFM~ Cml ~ Pan~ I
A1
EXHIBIT A
6. COSTS, EXPENSES, FEES AND CHARGES : lessee agrees to pay all costs, expenses. fees . charges. fines . llckels, pena lties and taxes (other
than federal and stale Income taxes on the Income of Lessor) Incurred In connection with the tilling, regis tration , delivery, purchase, sale, rental, use or
operation of the Vehicles during the Term . If lessor. Servlcer or any other agent of Lessor Incurs any such costs or expenses, Le ssee agrees to
promptly reimburse lessor for the same.
6. 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 ·ln, exchange allowance or other credit
atlrtbulable to any lessor-owned vehicle .
·1. REGISTRAnON PLATES, ETC.: Lessee agrees, at Its expanse, to obtain In the name designated by Lessor all registration plate s and other plates,
permits, Inspections and/or licenses required In connection with the Vehicles, except for the Initial registra ti on plates which Lessor will obtain at Lessee's
expense. The parties agree to cooperate and to furnish any end all Information or documentation , which may be reasonably necessary for compliance
with the provisions of this Section or any federal, stale or local law, rule, regulation or ordinance . Lessee agrees that II will not permit any Vehicle to be
located In a state other than the state In which such Vehicle Is then tlllad for any continuous period or time that would require such Vehic le to become
subject to the titling and/or registration laws of &uch other state. •
8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees, at Its expanse, 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 a Illegal requirements and (II) rumlsh all labor, materials, parts and other essentials requ ired
for the proper operation and maintenance of the Vehicles . Any alterations, additions, replacement parts or Improvem en ts to a Vehicle will become and
remain the property of Lessor and will be returned wllh 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, repl acement parts and Improvements will In
no Instance be regarded as rent . Without the prior wriHan consent or Lessor, Lessee will not make any alterations, additions, replacement parts or
Improvements to any Vehicle which detract from lis econom ic 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 connacllon with any
Vehicle or this Agreement.
(b) Lessor and Lessee acknowledge and agree thalli Section 4 or 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 shall have no
liability or responsibility for any failu re of Enterprise Fleet Management, Inc. to perform any of lis obligations thereunder or to pay or reimburse Lessee
for lis payment of any costs and expanses Incurred In conn ecti on wllh the maintenance or repair of any such Vehlcle(s).
9. SELECnON 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 KINO, 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 fha
applicable Term and Lessee's only remedy, If any, Is against the supplier, vendor or manufacturer of the Vehic le .
(c) Nona of Lessor, Servlcer or any other agent of Lessor wHI be liable to Lessee for any liability, cla im, loss . damage (direct . Incidental or
consequential) or expense or 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 de la y
In providing or failure to provide any Vehicle, or any Interruption or loss of service or usa of any Vehicle, or any loss of busi ness or any damage
whatsoever and however caused . In addition, nona or Lessor, Servtcer or any other agent of Lessor will have any liability to Lessee under this
Agreement or under any order authorization form executed by Lessee If Lessor Is unable to locale 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 or, theft of, damage to or destruction of any Vehicle from any cause
whatsoever ("Casualty Occurrence"). In the eva nt of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty
Occurrence and thereafter 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
date thirty (30) days after the date of the Casually Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Tota led 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 lfsted below coveting each
Vehicle, to be wrtUen by an Insurance company or companies satisfactory to lessor, Insuring Lessee, Lessor and any other parson or enllly designated
by Lessor against any damage, claim, suit, action or liability .
(i) Commercial Automobile Liability Insurance (Including Unlnsured/Undarlnsured Motorist Coverage and No-Fault Protection where required
by law) for the limits listed below lliQl! • $5,000,000 Combined Single Limit Bodily Injury and Property Damage wllh No Oaducllble Is required for
each Veh icle capable of transporting more than 8 passengers):
State of Vehicle Registration Coverage
Connecticut, Massachusaus, Maine, New Hampshire , New $1,000,000 Combined Single Limit Bodily Injury and Property
Jersey, New York, Pennsylvania, Rhode Island, and Vermont Damage-No Deductible
Florida
All Other Stales
$500,000 Combined Single llmll Bodily Injury and Property
Damage or $100,000 Bodily Injury Par Person, $300,000 Per
Occurrence and $50,000 Property Damage (100/300/50) • No
Deductible
$300,000 Combined Single Limit Bodily Injury and Property
Damage or $100,000 Bodily Injury Per Person, 5300,000 Per
Occurrence and $50,000 Property Damage (100/300/50) • No
Deductible
Actual cash value oflhe applicab le Vehicle . Ma~lmum deductible of $500 per (II) Physical Damage Insurance (Collision & Comprehensive):
occurre?i>JIIslon end $2!10 per occurrence ·Comprehensive).
lmuals EFM Cusl ~ Page 2
A2
EXHIBIT A
II the requirements of any governmental or regulatory agency exceed the minimums stated In this Agreement, Lessee must obtain and maintain the higher
Insurance requirements. lessee agrees that each required policy of lnsufance will by appropriate endorsement or otherwise name Lessor and any other
person or entity designated by Lessor as additional Insureds and loss payee s, as their respective Interests may appear. Further, each such Insurance policy
must provide the following : (I) that the same may not be cancelled, changed or modtned until after the Insurer has· given to Lessor, Servlcer and any other
person or entlly designated by Lessor at least thirty (30) days prior written notice or such proposed cancellation, change or modification, (II) that no act or
delault of Lessee or any other person or entity shall affect the right of Lessor. Servlcer, any other agent or 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 (Iii) that the coverage Is "primary
coverage• for the protection of lessee, Lessor. Servlcer, any other agent or Lessor and their respective successors and assigns notwllhstandlng any other
coverage carried by Lessee, Lessor. Servlcer. any other agent or Lessor or any or their respective successors or assigns pro tecting against similar risks .
Original certificates evidencing such c:overage and naming Lessor, Servlcer, any other agent of Lessor and any other person or entity designated by Lessor
as additional Insureds and loss payees shall be furnished to Leuor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by
Lessor from time to time . In the event or default, Lessee hereby appoints Lessor, Servlcer and any othe r agent of Lessor as Lessee's attomey·ln·fact to
receive payment of, to endorse all checks and other documents and to take any other actions necessary to pursue Insurance cla ims and recover payments If
Lessee falls to do so . Any eKpense of Lessor, Servlcer or any other agent of Lessor In adjusting or collecting Insurance shall be borne by Lessee .
Lessee, Its drivers, servants and agents agree to cooperate fully with Lessor, Servlcer, any othe r agent of Lessor and any Insurance carriers In the
Investigation, defense and prosecution of all claims or suits arising from the use or operation or any Vehicle . If any claim Is made or action commenced for
death, personal Injury or property damage resulting from lhe 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 proces s received In connection with such cla im or action .
(b) Notwithstanding the provisions of Section 11(a) above : (i) lf Section 4 or 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) required under
Section 11(a) for the Vehlcle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the
Vehlcle(s) 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 tear or mechanical breakdown or failure, damage to or loss of any parts ,
accessories or components added to a covered Vehicle by Le ssee 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 or a Casualty 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 than constitute the "Vehicle" for purposes of this
Agreement; and (II) If Section 4 of a Schedule Includes a charge for commercial automobile liability enrollment, Lessor agrees that II will, at Its expense,
obtain for and on behalf of Lessee . 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 Vehlcle(s) covered by such Schedule. Lessor may at any time during the applicable Term terminate sa id obligation
to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage wa iver 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 obtalnrd and maintained by Lessee at Lessee's expense . An adjustment will be made In monthly rental charges payable by
Lessee to renect any such change and Lessee agrees to furnish Lessor with satisfactory proof of Insurance coverage within ten (10) days after malting of
the notice. In addition . Lessor may change the rates charged by Lessor under this Section 11(b) fo r physical damage waiver and/or commercial
automobile liability enrollment upon giving Lessee at least thirty (30) days prior written notice .
12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and Indemnify lessor, Servlcer, any other agent of Lessor and their
respective successors and assigns from and against any and all losses, damages , liabilities, su"s, claims, demands, costs and expenses (Including,
without limitation, reasonable attorneys' fees and expenses) which Lessor , Servlcer , 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 term , provisi on or covenant of this Agreement, or as
e result of any toss . damage, theft 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 or this Secllon 12 shall survive any expiration or termlnaUon of thi s 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 Ita expense, all
Inspections of the Vehicles required by any governmental authority during the Term . Lessor, Servlcer, any other agent of Lessor and any of their
respective successors or assigns will have the right to Inspect any Vehicle at any reasonable tlme(s) during the Term and for this purpose to enter Into or
upon any building or place where any Vehicle Is located . Lesse e agrees to comply with all odometer disclosure laws, rules and regulations and to
provide such wrttlen and signed dis closure 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 resu lt In fines and/or Imprisonment. lessee hereby agrees to promptly de liver to Lessor
such financial statements and other financial Information regarding Lessee as lessor may from time to time reasonably req uest .
14. DEFAULT: REMEDIES : Th e following shall constitute events of default ('Events or 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 unremed led fo r 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) 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 after written not ice
thereof Is given by Lessor, Servlcer 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 portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be In fu ll force and effect or shall be
declared to be null and void by a court of competent jurisdiction, or If the validity or enforceability or any such guaranty shall be contested or den ted by any
guarantor, or If any guarantor shall deny that it, he or she has any further llabUity or obligation under any such guaranty or If any guarantor shall fall to comply
with or observe any of the terms, provisions or conditions contained In any such guaranty ; (f) the occurrence of a material adverse change In the financial
condition or business or Lessee or any guarantor; or (g) If Lessee or any guarantor Is In default under or falls 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
SecUon 14, the term •guarantol" 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 eKerclse concurrently or separately (and without any
election or remedies being deemed made), the following remedies : (a) Lessor may demand and rece ive Immediate possession of any or all of the
Vehicles from Lessee, wllhoul releasing Lessee from Its obligations under this Agreement; If Lessee falls to surrender possession of the Vehicle s to
Lessor on default (or termination or expiration or the Term), Lessor , Servlcer, any other agent of lessor and any or Lessor's Independent contractors
shall have the right 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, Servlcer. any
other agent of Lessor or any of their respective successors or assigns by reason of Lessee's defaulllncludlng , to the extent permitted by applicable law,
all costs and expenses, Including court costs and reasonable attorneys' lees and eKpenses, Incurred by Lessor, Servicer, any other agent of Lessor or
any of their respective successors or assigns In attempting or elfecllng enforcement of Lessor's 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 Le ssee 's rights
lnhinls: EFM ..l2!::!. CuSI ~ Page 3
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, (I) the estimated wholesale value of such Vehicle for purposes of Section 3(c)
shall be deemed to be $0.00 and (II) the calculations described In the first two sentences of Section 3(c) shall be made without giving effect to clause (II)
In each such sentence); and/or (I) Lessor may exercise any other right or remedy whi ch may ba available to Lessor under the Uniform Commercial
Code, any other applicable law or In equity. A termination of this Agreement shall occur only upon wrltlen notice by Lessor to Lessee . Any termination
shall not affect Lessee's obligation to pay all 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 or Lessor under this Agreement or at law or In equity are cumulative .
16. ASSIGNMENTS: Lessor may from time to time assign, pledae or tran sfer this Agreement and/or any or all or Its rights and obligations under th is
Agreement to any pen~on or enllly. 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 an &uch amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee or any rights
or obligations of Lessor under tills Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and Interest In and
to the Vehicles are and will continue at all times to be subject end subordinate In ell respects to any assig nment, 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 th e
Vehicles so long as no Event of Default under this Agreement has occurred and Is conllnulng. Lessee acknowledges and agrees that the rights of any
assignee, pledgee or transferee In and to eny amounts payable by the Lessee under any provisions of this Agreement shall be absolute and uncondlllonal
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 Joss or destruction of any VehiCle or by reason of any defect In or failure of IItle of the Lessor or lnterrupllon from whatsoever cause In the use, operation
or possession or any Vehicle, or by reason of any Indebtedness or llablllty howsoever and whenever arising of the Lessor or any of Its affiliates to the Lessee
or to any other pe111on 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 In terest In this
Agreement or In and to any Vehicle , or permlllls 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 tran sferred 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 valid unless In wrlllng and signed by Lessor and then only to the extent therein set
forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall 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 of this Agreement or any appllcallon of any such term or provi sion Is
Invalid or unenforceable, the remainder or this Agreement end any othar application of such term or provision will not be affected thereby. Giving of all
notices under this Agreement will be sufficient If mailed by certlfled mall to a party at its address set forth below or at such other address as such party
may provide In writing from time to lime . Any such nollce mailed to such address will be effective one (1) day after deposllln the United States mall,
duly addressed, with cerUOed mall, postage prepaid. Lessee will promptly notlly Lesso r of any change In Le ssee's address. This Agreement may be
executed In mu!Uple counterparts (Including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original l ease
for purposes of applicable lew. All of the representations, warranties. covenants, agreements and obligations or each Lessee under th is Agreement (If
more than one) are joint and seve ral .
17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Secllon 15, this Agreement will be binding upon Lessee and Its
heirs, executo111, personal representatives, successon~ and assigns, and will Inure to the benefit of Lessor, Servlcer , any other agent or Lessor and th eir
respecllve successors end assigns . This Agreement will be governed by and construed In accordance wllh the substantive Jaws of the State of Missouri
(determined without reference to connlct of law principles).
18. 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 pen~on In lnslltullng against, Lessor any bankruptcy, reorganization, arrangement,
Inso lvency or liquidation proceedings or other similar procaedlng under the laws of the United States or any state or the United States . The prov isions or
this Secllon 16 shall survive termination of thi s Master Equity Lease Agreement .
19. NON-APPROPRIATION: Lessee's funding or this Agreement shall be on a Fiscal Year basis and Is subject to annual appropriallons. Lessor
acknowledges that Lessee Is a municipal corporallon, Is precluded by the County or State Constitution and other laws from entering Into obligations that
financially bind future governing bodies, and thai . therefore, nothing In this Agreement shall constitute an obligation of future legislative bodies of the
County or State to appropriate funds for purposes of th is Agreement . Accordingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contingent upon appropriation or funds . The parties further agree that should the County or State fall to appropriate such
funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual dey or termination . In addition, Lessor reserves the right to be
paid for any reasonable damages . These reasonable damages wJII 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 term (as determined In Secllon 3 and Section 14 or this Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as or the day and year first above written.
LESSEE :
By :
Title :
Address :
Date Signed:
ln nm ls
City ofTemple City
Bryan Cook
City Manager
9701 Las Tunas Dr .
Temple City, CA 91760
J~l\,(_ /? 2o tr:-·---
LESSOR :
By:
By :
Title :
Address ;
Date Signed
A4
Enterprise FM Trust
Enterprise Fleet Management, Inc ., Its attorney In fact
Daniel Simonelli
Regional Sales Manager
17210 S. Main Street
Gardena, CA 90248
EXHIBIT A
MAINTENANCE AGREEMENT
This Maintenance Agreement (this "Agreement") Is made and entered Into this seventee nth day of June. 2015, by Enterprise Fleet Managemenl.
Inc., a Missouri corporation ("EFM"), and Clly of Temple Clly ("Lessee'),
WITNESSETH
1. LEASE. Reference Is hereby made to that certain Master Equity Lease Agreement dated as or the seven teenth day of June, 2015, by and between
Enterprise FM Trust, a Delaware stalulory 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 capitalized terms used and not otherwise defined In thi s Agreemenl shall have the
respective meanings ascribed to them In the Lease.
2. COVERED VEHICLES. This Agreement shell only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to lhe exten t Secllon 4
or the Schedule for such vehicle Includes a charge for maintenance (the "Covered Vehlcle(s)").
3. TERM AND TERMINAnON. The term of this Agreement (''Term") for each Covered Vehicle shall begin on the Delivery Date or 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 sal forth
below. Each or EFM and Lessee shall each have lhe right to terminals this Agreement effective as of the last day or any calendar month with respect to
any or all or the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party. The termination of this Agreement with
respect to any or all of the Covered Vehicles shall not affect any rights or obligations under thi s Agreement which shall have previously accrued or shall
th erealtar arise with respect to any occurrence prtar to tennlnallon, and such rights and obligations shall continue to be governed by the lenms of this
Agreement .
4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Tenn for the applicable Covered Vehicle and subject to the terms and conditions
of this Agreement, It wlll pay far. or rolmburse Lessee for Its payment or. all costs and expenses Incurred In connection wllh the ma intenance or repair of
a Covered Vehicle. This Agreement does nat cover. and Lessee will remain responsible for and pay for, (a) fuel , (b) ell and ather flu ids between
changes, (c) tire repair and replacement. {d) washing, (e) repair or damage due to lack or malntanance by Lessee between scheduled services
(Including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of any alterations to a Covered Vehicle or of any alter-market
components (this Agreement covers maintenance and repair only or the Covered Vehicles themselves and any factory-Installed components and does
not cover maintenance or repair or chassis alterations, add-on bodies (Including, wlthoulllmllatlon, step vans) or other equlpmenl (Including , without
limitation. llfl gates and PTO controls) which Is Installed or modified by a dealer. body shop, upfitter or anyone else other than the manufacturer or the
Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an ecclctent, a collision, theft , fire, freezing , vandalism. riot,
explosion, other Acts of Goct, an object striking the Covered Vehicle, Improper use of tha Covered Veh icle (Including, withou t limitation, driving over
curbs, overloading, racing or othar competition) or Lessee's failure to maintain the Covered Vehicle as required by the Lease, {h) roadside assistance or
towing for vehicle maintenance purposes, (I) mobile services , (j) the cast of loaner or rental vehicles or (k) If the Covered Vehicle Is a truck , (I) manual
transmission clutch adjustment or replacement, (II) brake adjustment or replacement or (Ill) 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 $50.00, Lessee must notify EFM and obtain EFM 's authorization for such
service and EFM's Instruction s 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 or service order (odometer mileage must ba 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 Vehlcla unless Lessee has
compiled with the above terms and conditions . EFM will nat have any responsibility to pay for any services In excess of the services recommended by
the manufacturer. unless oth erwise 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 applicab le Covered Veh icle must be
aulhortzed by and have th e 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 alter 100,000 miles .
s. ENTERPRISE CARDS : EFM may, at Its option. provide Lessee with an authorization card (the "EFM Card ") fo r use In authorizing the payment of
charges Incurred In connection wllh the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or
other stalement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any
charges which are the responsibility of EFM under the tenns of this Agreement). EFM reserves the right to change the terms and cond lllons for th e use
of the EFM Card at any lime . The EFM Card remains the property of EFM and EFM may revoke Less ee's right to possess or uae the EFM Card at any
time . Upon the tennlnatlon of th is Agreement or upon the demand of EFM, Lessee must retum the EFM Card to EFM. The EFM Card Is non·
transferable .
6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed an the applicable Schedula and will be due and payab le In advance on
th e first day of each month. If the Rrst day of the Term for a Covered Vehicle Is othar than the first day of a calendar month, Lessee will pay EFM, on the
first day of the Term for such Covered Vehicle, a pro·rated maintenance fee for the number or days th at 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 wilt accrue Interest. payable upon demand or EFM, from lhe date due until paid In full at e rete per annum equal to the
lesser of (I) Eighteen Percent (18%) per annum or (II) the highest rate allowed by applicable law . The monthly maintenance fee set forth on each
applicable Schedule allows the number or miles per month as set forth In such Schedule . Lessee agrees to pay EFM at the end or the applicable Tenn
(whether by reason of termination of th is Agreement or atharwlse) an overmlleage maintenance fee for any mlles In excess of this average amount per
manlh at the rate 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 .
7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM
arranges for malnlenance 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 AGR EEMENT.
lmtmls · EFM)__ lu~l~ l'ogc I
A5
EXHIBIT A
8. LESSOR NOT A PARTY. Lessor Is not a party to, and shall have no rights , obllgallons or dulles under or In respect of, this Agreement .
9. NOTICES. Any notice or other communication under th is Agreement sha ll be In writing and delivered In person or sent by facsimile, recognized
ovemlgh t courier or registered or certified mall , retum receipt requested and postage prepaid. to the applicable parly at Its addre&& or facsimile number
set forth on the signature page of thi s Agreement, or at such other address or facsimile number as any party hereto may designate as Its add ress or
facsimile number for communications under this Agreement by notice so given . Such nollces sha ll be deemed effective on the day on which delivered or
sent If delivered in person or sent by facsimil e, on the first (1st) business day after the day on which sen t, If sen t by recogn ized ovemlght courier or on
the third (3rd) business day alter the day on which mailed, If sent by regi stered or certified mall .
1 D. MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties retaUng to the subj ect matter hereof. This Agreement may be
amended only by an agreement In writing signed by EFM and Lessee. Any provision of this Agreement wh ich Is prohibited or unenforceable In any
jurisdiction shall, as to such jurisdiction, be Ineffective only to the extent of such prohibition or unenforceablllly without Invalidating tha remain ing provis ions of
this Agreement or affecting the validity or enforceability of such provisions In any other jurisdiction. This Ag reement shall be binding upon and Inure to the
benefil of the parties hereto and their respective successors and assigns, al<cept that Le&see may not assign, transfer or delegate any of Its rights or
obligations under this Agreement without the prior written consent of EFM. This Agreement shall be govemed by and construed In accordance with the
substantive laws or the State of Missouri (without reference to connlct of law principles).
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written .
LESSEE : City ofTemple City
#&~~
By : Bryan Cook
Title : City Manager
Address : 9701 Las Tunas Or.
Temple Clly , CA 91780
Attention :
Facsimile No .: ~nL~ Dale Signed : .K
EFM:
By :
Tille :
Address:
Attention ·
Facsimile No.:
Date Sig ned
P~gc 2
A6
Enterprise Fleet Management , Inc .
~
Daniel Simonelli
Regional Sates Manager
17210 s. Main Street
Gardena, CA 90248
~v\ ..... ,~~~1
{a . 14 . IS ·---
EXHIBIT A
MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT
This Agreement Is entered Into as of the seventeenth day of June, 2015, by and between Enterprise Fleet Management, Inc., a Missouri
corporation, doing business as "Enterprise Fleet Management" ("EFM1, and City of Temple City (the ·compann.
WITNESSETH:
I. ENTERPRISE CARDS: Upon reque st from the Company, EFM will provide a driver information packet outlining its vehicle
maintenance program (the ·'Program") and a card ("Card") for each Company veh icle included in the Company's request . All
drivers of vehicles subject to this Agreement must be a representative of the Company, its subsidiaries or affiliates. All Cards
issued by EFM upon req uest of the Company shall be subject to the terms of this Agreement and the responsibility of the
Company. All Cards shall bear an expiration date.
Cards is sued 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 IUld regulations which may be revised from time to time by EFM. Cords shall remain the property of EFM and
returned to EFM upon expiration or cance llation.
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 lime under the Program. All
charges for repairs and services will be invoiced to EFM. Invoices will be reviewed by EFM for accu racy, proper application of
potential manufaelUrcr's warranties, application of potential discounts and unnecessary, unauthorized repairs.
Notwithstanding the above, in the event the repairs and service arc 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 Fleet Manager. If the
Company prefers that EFM handle the damage repair, the Company agrees to assign the admin istrat ion of the matter to EFM.
EFM will administer such claims in its discretion. The fees for 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, 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 sing le monthly invoice for th e entire Company fleet covered under this Agreement. The Company is liable
for, und 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 EFM for or on behalf of the Company. EFM will be entitled to retain for its own acco unt, 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 arc 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 usc its best efforts to obtain and return any such cancelled
Curd.
4. RENTAL VEHICLES: The Card will authorize the Company's representative to arrange for rental vehicles with a subsidiary of
Enterprise Rent·A·Car Company for a maximum of two (2) days without prior authorlzntlon. Extensions beyond two (2) days
must be granted by an EfM representative. The Company assumes all responsibility for all rental agreements arranged by EFM
with a subsidiary of Enterprise Rent-A-Car Company through an EFM representative or through the usc of the Card. All drivers
must be at least 2 1 years of age, hold a valid driver's license. be an employee of the Company or authorized by the Company
through established rescn ·ution procedures and meet other applicable requirements of the app licable subsidiary of Enterprise
Rcnt·A-Car Company.
5. 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
re lieve the Company from its obligations unde r this Agreement, including without limitation the payment to EFM of monthly
invoices .
6. CANCELLATION: Either party muy cancel any Cord under thi s Agreement or this Agreement in its entirety at any time by
giving written notice to the oth er party. The cancellation of any Card or termin ation of this Agreement will not affect any right s
or obligations under this Agreement, which shall have previously accrued or shall thereafter arise with respect to any occurrence
prior t or:"i~Jl cancellot ~f termination. A Cord sha ll be immediately returned to EFM upon cancellation to: Enterprise Fleet
Initials EFM...\MI-CUll~ Page I
A7
EXHIBIT A
Manngement, 600 Corporate Park Drive, St. Louis, MO 631 OS, Attention: Enterprise Cnrd Department. Notice to EFM regarding
the cancellation of any Card shall specify the Cord number and identify the Company's representative. In the cnsc of a terminuted
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 postuge prep nid by registered or
certified moil, 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 ns such party may provide in writing from time to time. Any such notice sent by mail will be
effective three (3) days after deposit in the United States moil, duly addressed, with registe red or certified mail postage prepaid.
Any such notice sent by express overnight delivery service will be effective one (I ) day after deposit with such delivery service,
duly addressed, with delivery fees prepaid. The Company will promptly notify EFM of any change in the Company's address.
8. FEES: EFM will charge the Company for the service under this Agreement $7.00 per month per Card, plus a one time sct·up fcc
of$0.00.
9. MISCELLANEOUS: This Agreement may be amended only by on ngrcement in writing signed by EFM and the Company.
This Agreement is governed by the substantive Jaws of the State of Mis souri (determined without reference to conflict of Jaw
principles).
IN WITNESS WHEREOF, EFM and the Company have e~eculed lhls Maintenance Management and Fleet Rental Agreement as of the day and
year first above written .
Compony ' City of~
By:
Title:
Bryan Cook
City Manager
Address : 970 I Las Tunas Dr.
Te mple City, CA 91780
Date Signed:_Ju ~~ 1-/) , /oj S
EFM: Enterprise Fleet Management, Inc .
By:
Title:
Daniel Simonelli
Regional Sales Manager
Address: 17210 S. Main Street
Gardeno, CA 90248
Date Signed: h • llf• '2cl ~. __
Poce2
A8
EXHIBIT A
I) lhe 1111deta1Qnect lppllcanllbll)'et l'llpplicanl') ttptesents l~al the lnformallon giVen In lhls appl•c.lion Ia complete and aC'CUrate end tulllotizll C:11d hiUit to
check wllll ctedlt tepoc1mg ouenc•n. crtdit 1~terorn:os und olhtr sourcos di!closerf to "'nr~m tnl0111111kln given, 21 1\pp«c.~ntrequaala a bUiliiUS dl"OO
account. 11 1pprovact lot Cltdtl, and ono or more business Charge cards !tom tho card tU~er. whiCh 1s Wtlghl E1p~ou FtNnc,.t Strvttet CorpOra bOn ('CIId
luuef); 3) AppWcant IIGtvetlo thtlooms and condilion& ttl ronn tn the 11u11nou Chorgo Aecounl Agreement pro~llled With tn iseppkebOn and/or proVIded With
the buatnau charge c;ardjs). Ult ol '"Y card Issued purautnl to lhll lpplcellon conform• Appllcanl's agroomenl to tard Ierma end coodllions, 4) tllllls Ac:eount
11 for 11 pa~nellhlp or a proproetorshop, a partner 01 prlrn:tpel m~slston lh•• appkallon and lha undettlgntO'I l)ellontl erect~ WI~ bt used In 1Nkn'9 a Cll'lltt
dec:~a•on end thoy horeb~ euthonzo C;~rct lnuor to obliln • tonsume1npon In lhe ovenllhatllu app~llon Ia d~ntorJ bnorl upon tnrorm.llon contained tn a
consumer crodtt repoc1 or llle underaogned . lhey authooto the C~rd lfluer lo report the rea1on lor tha ctenllllto the llpplieant 01/et'Cinqli«tos or tiUSineues
where Ute underalgnact maintains ~c~uota may also te mnrse, 5) AppV~;~~ntogtaea thul rn lhe oventthO oc:cot~ntla c101 paid as agraocf Caret 111uo1 may ropoli
tho underelgnod't llobibty lor ~nd lha atotu• or 11'10 occount to ettd•t bill taU I and olhora who may tawf\JII)I reca111e such 1111orm~~on 6) 'or ptOVtdlllg tile Phone
number I below, you authonzo us 10 contKI you et any til tl\ese number• rooarctmg lhts oppiiCllhOn or anv aecount op~nect aa" 1uu• o LM applttaiiDI' rr you
have arw quesllonsregard•n tlhl apptoc:allon, tilt cnn t·IB8·3ll·UU82
Fu•tegat Company Name ol Apphcani/Duyor P~ona 11 F11 ••
Cily ofTemple City 626-285·2171 626·285·8192
·-Wntr company nome as you vnsh •t to appear on card1 L111111 ol20 ch.,~~<:IDit tncludtng apac:es Unltn spe"l•ell no COII'panv name 1..r1 appear on c:ardt
~~m~o~~om~a~~~o~~~~o
DUAoriiKA SUIIIIdlDI'( of AppltcanrlldMpaytiiD • (I'IN. FE'IN or SSN)
SIC COde or Type of BUSU\eJS
ltiiOttl -L-~-=~=-----r--:-.........,..----~---'-9_! !a. n ~a...~~~-~ I Year cll11001p01ai~ tY:YJ Ftar:al Ve3r St tmn.)
ChOOso Cotd Typelll A~ Monthly Fuel Eapendlturo•
lrlAU Fuur Onty DAti Untoll•tetod 0Sornu oleach S ~0
Complolo thlt So~Uon Ac:curaltly. Stlocl 011t: a C01poruUon 0 Pat1ne111hlp a Ptopr1e1orehlp 0 PC or PA 0 Ll.C
11 thl1 account lor a company thnt has bun tncorpotolod Iouthan thr11 yaatl, • parlnllflhlp, • proprietorship, • profe&~lone l corpo•ollon
or •nacl11lon, ur 1 llmllolllleblllty oompany? 0 Ho 0Vc•llf VI!S, cornplolc ami 11tach the Por1on1l OU1r1nly on pago 2.)
0DJ1Qt>ale lht person auUlotrUIIIO receive ul Charge c.lrds, rep0ns end other 1uch lnlormalron 1YO pllMdo 11on1 Ume to lime and to la ko Dcltons Willi IUP~t lo
~ou1 a~ount end occoUiliiC:Ctu Tills Is •lao lht pe11on dUogneted by your company to p•ollr4e au Reel vehrcJo clrlvtt and olhor fnlolmDtoon wo mev requtst
Dy s•on.ng below, you alao I•) dt's'l)n~le representalr'tea It om your card ptOQrom sponsor j'SponsCI") to hive ecceu to you• aecount lnlarml~on tn orcter lo
rat•IJiale cuaton1~1 aerVICO end accounl malnlenonco requo111 on you• boh~H . ond (o•t•uiiiOI•Lo tllo Card luuor lo a"opl 1c:count maoniManc:e requnls 11nd
o1hor tnllrUCIIOIII rrom Sponsor on yout 11011811
INFORMATION 6HIIRING DISCLOSURE; EnltrpiiSe Fleol Manlgomen~ Card Ill VOl 01111 1\llll~tn may.to lho oaJont a lowed by lt1v, sharr1 •nlotrm~on
dlscloaed 11y Q( gonotatoCI u o IOIUII or thlf opptlelltlon to each olhor. and to morch onll nceopt111V lhe cond In atld•llan. 1111ormat1on regaldltlg vour tr~nsacuons
may be ptQV111ed to a"'pllng merchAnts or t~elr sorvtc:o prov•aars to t~c•fttate drscounts or olher promoliotlal r:amp11111ns ot•ntorvst to you
.Progr11m Costa: $40.00 ono·llmo account eotup roo, plus $2.00 per card, por month.
Instructions: Complete and sign application. To speed processing, fax your application to Ull at
AUTIIORilllD SIGtiATURE Of QUillED
PlnhcTypa
ENTX
Account Numller
0463
Jl bank tomplloa Wllh foderollnw which roqwes all fintiiiCialtos~lut.ons lo obtain. venly end •ecol1ltnformallon 11111 rdonbnes oach company ot poraon who open a an
accovnl wnatlnlf moans 101 AppncanL whon Applicant ojWI1s an •ccounl, Ca•d tnuut 1'1111 ask lor 1\ppl•conl'l nenlo, add ron. dAIO of birth. ond olhellnlolmallan lh"l Wi ll ~Uow cord tnuor to kfon~ty AppWcont. c~rd !Iauer moy alto ask to tee Appllunl's clrlvvr'& hConn or olher ldanlllylng cloc!Jmonltlor App,col'll'• bu11noat
G3 APP OSM t2Jtll
A9
EXHIBII8
ENTERPRISE FLEET MANAGEMENT/WRIGHT EXPRESS ACCOUNT APPLICATION -
c 'ntcf
Complete the Personal Guaranty below m If this account Is for a:
Company that has been Incorporated less than three years,
Partnership,
Proprietorship,
Professiona l corporation or association, or
Limited liability company.
PER SOti/IL GU/\11 1\Nf'r' (Sfli /\DOVE)
In canslderotlon ol C81d lmrer llnonclllg purello'es undarlho Suelnosa Charge 1\I:CO\Inl /lgroomenl (Is lilt 1ame mav harooftor be modrlkrd, ut1ndtd or
amendiKI, "lho AgrHmtlll"), thll undolllgned guarantor rGuolllntol') hereby ag~eea to uncondrtionaKy pamnaly guorontao paym enl•nd Ptrfonnanee uncror
lin)' account ostablbi!Od purauantto tills epplt"llon, of env obllgollon ol APP•eant to Ce•d lnuor or any onlgn" ot Card lnuor,ln lha evallll/nt ebcWt
Applicant leU. to do so. Tills it a ouaranJV ol payment end not moroly of colla clio II. Ouarantol ~greos to poy, upon demand, any ~mount fl'1'111d by Apphennl to
Card luu•r OJ\11 due under the Agroomant. Card luuer 1h.1H not bo roqlllred lo lnHialo any acUon agatnal, nor eahaus t lllly rollllllllaa \'llth rusplK.t 10 AppKcant
or any 01/181 ou•raniOI prlot to making demand upon ouaran101 Guarantor hereby 1111het1ny nolcoa ragBIIIIng App"canl'l account or IIIII guaranty and
0111~~ lhlllthls guaranty snoH bo oppllcllblo unl!ftheAgraamcnl haslormlnaled emlellamounr. due hove bun pa id In M . Guamnlor ::J'"' tllatln tilt
event the DCCOUnlla not paid u 11gread, Card la&uer may repot\ Ouertlllor'l OabMRy lor and the stilus oltllt account to cred it bureaus a Olherawho !MY
lawfuly rceolva auch lnlorm•toon Guarantor llereby agrees 11181 Card lsSUIII may extend tho ~me lor pnymant al!d relene any other tecunty lor tho
agroemtlll Wllllo!A aNecllng tn any woy lilt Obtlgallona ol Guar11n1or Ouarantot wotvos ont ond et•urely1hlp dalonset Por1onel crodrt ol Guarantor Will brt
u1ed '" muk rllfl o cred~ dt c:lsooo and Owuanlor h~tebr autllo11101 Carel II Slier loobllln a conaumer C111dilrepor1 ol Ou11anlar Direct lnquor"' ol bolltnlllll
where the undarsJQnod mornlain:t account a may also be mado In the evont lh11 appllcaUon It d~llled baled upon lntorrnellon In 11 coueumrr cred it report of
Gu;uantOI Ouarcnlor PU!IIonltl the Canltnutl Ia r•NI'IIhtreason 101 the denial to Ap,oiJCinl
;•antor'a Stgllllluto I Prtnt Nama ~tool8uth Social Socutrly No
~ -Phone M Dole (mmddrYI Gllarento(S RealdenUal Addrtu ~ ~lraut, tJiy, slele, vp (Oo nol mclude PO Dax)
• • •
OppD11u11lly I 18alea Colle I ~·Diolt Du•"eh Coda ll!nterptltelnltlats PIUtlcT'ypa Coupon Cocto Account Numbet
ENTX 0463
G3 APP OSM (2111)
-----------·-
A10
ATTACHMENT A
EXHIBIT A
MASTER EQUITY LEASE AGREEMENT
Page 4 of5
ATTACHMENT A
EXHIBITB
ENTERPRISE FLEET MANAGEMENT PROPOSED REPLACEMENT VEHICLES
Page 5 of5
ENTERPRISE FLEET MANAGEMENT-PROPOSED REPLACEMENT VEHICLES
SUMMARY
CURRENT VEHICLES REPLACEMENT VEHICLES
Current Cost of After
Monthly Market Down
Department Current Vehicle Year Make Payment Proposed Vehicle Year Make Equipment Payment••
1 COD-Building C-Max Hybrid 2016 Ford $80.99 F-150 2019 Ford $1,601.00 $0.00
2 CDD-Comm Pr eservation Frontier 2016 Nissan $387.55 No Change -. -$0.00
3 CDD-Comm Preservati on Frontier 2016 Nissan $387.55 No Change -- -
$0.00
4 COD-Maintenance F-250 2016 Ford $430.05 No Change ---$0.00
5 COD-Maintenance F-250 2016 Ford $430.05 No Change -- -
$0.00
6 COD-Maintenance F-250 2016 Ford $430.05 No Change . - -
$0.00
7 COD-Maintenance F-350 Chassis 2016 Ford $498.52 No Change ---$0.00
8 COD-Planning C·Max Hybrid 2016 Ford $232.26 loniq Plug-In Hybrid 2020 Hyundai $150.00 $20,000.00
9 Management Services C-Max Hybrid 2016 Ford $232.26 loniq Plug-In Hybrid 2020 Hyundai $150.00 $20,000.00
10 M5-Public Safety Highlander Hybrid 2015 Toyota $233.90 Police Interceptor Plug-In Hybrid 2020 Ford $5,376.76 $20,000.00
11 MS-Public Safety Taurus• 2015 Ford $S58.33 Responder Plug-In Hybrid 2019 Ford $14,992.74 $20,000.00
12 MS-Public Safety Taurus• 2015 Ford $558.33 Responder Plug-In Hybrid 2019 Ford $14,992.74 $20,000.00
13 P&R-Ma intenance F-150 2016 Fo rd $466.32 No Change ---$0.00
14 P&R-Maintenance F-250 2016 Ford $439.82 No Change . . -$0.00
15 P&R -Maintenance Transit-250 2016 Ford $463.00 No Change --. $0.00
16 P&R-Park Patrol Highlander Hybrid 2015 Toyota $238.57 Crosstreck Plug-In Hybrid 2019 5ubaru $1,601.00 $20,000.00
17 P&R-Recreation F-150 2016 Ford $466.32 No Change . --$0.00
18 P&R-Recreation Transit-150 2016 Ford $459.50 No Change - --$0.00
19 P&R-Recreation Transit-150 2016 For d $456.37 No Change - --$0.00
20 P&R-Recreation Highlander Hybrid 2015 Toyota $238.57 No Change -- -
$0.00
21 P&R-Recreation Highlander Hybrid 2015 Toyota $239.91 Crosstreck Plug-In Hybrid 2020 5ubaru $1,601.00 $20,000.00
22 P&R-Tree Crew F-650 Gas 2016 Ford $874.54 No Change ---$0.00
TOTAL MONTHLY LEASE PAYMENT-CURRENT $8,802.76 TOTALC05T5 $40,465.24 $140,000.00
AQMD Fund-Current $1,496.46 AQMD Fund-P roposed $0.00 $140,000.00
General Fund-Current $5,525.62 General Fund-Proposed $40,465.24 $0.00
ltD-Current $1,780.68 ltD-Proposed so.oo $0.00
TOTAL MONTHLY LEASE PAYMENT-CURRENT $8,802.76 TOTAL MONTHLY LEASE PAYMENT-PROPOSED $9,183.11
EXHIBIT B
New/Current
Monthy New/Current
Payment-Monthy
General Fund Payment·LLD
$446.56 $0.00
$387.55 $0.00
$387.55 $0.00
$430.05 $0.00
$430.05 $0.00
$430.05 $0.00
$498.52 $0.00
$2.76 $0.00
$2.76 $0.00
$97.21 $0.00
$275.13 $0.00
$275.13 $0.00
$0.00 $466.32
$0.00 $439.82
$463.00 $0.00
$29.38 $0.00
$466.32 $0.00
$459.50 $0.00
$456.37 $0.00
$0.00 $0.00
$29.38 $0.00
$0.00 $874.54
$5,567.27 $1,780.68
$0.00 $0.00
$5,567.27 $0.00
$0.00 $1,780.68
•Leased through Los Angeles County Sheriffs **Includes 9.5% Sales Tax
I
New/Curre nt
Monthy
Payment-
AQMD
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$58.40
$58.40
$417.87
$236.61
$236.61
$0.00
$0.00
$0.00
$294.35
$0.00
$0.00
$0.00
$238.57
$294.35
$0.00
$1,835.16
$1,835.16
$0.00
$0.00
I