HomeMy Public PortalAboutResolution No. 542-21 06-28-2021RESOLUTION 542-21
A RESOLUTION OF THE RICHLAND HILLS CITY
COUNCIL AUTHORIZING THE CITY MANAGER TO
EXECUTE AGREEMENTS WITH ENTERPRISE FM
TRUST AND ENTERPRISE FLEET MANAGEMENT,
INC. FOR THE ACQUISTION, MANAGEMENT,
RESALE AND MAINTENANCE OF FLEET VEHICLES
WHEREAS, the City of Richland Hills (the "City") and Enterprise Fleet Management,
Inc. and Enterprise FM Trust ( collectively "Enterprise") have previously negotiated and now
desire to enter into a Master Equity Lease Agreement, Maintenance Management Agreement,
Telematics Agreement, and various government addendums (collectively , the "Agreements"),
attached as Exhibit A , for services related to fleet acquisition, management, resale and
maintenance, whereby Enterprise will lease and repair certain vehicles leased to the City; and
WHEREAS, the City Council of the City of Richland Hills (the "City Council") finds and
determines that it is in the best interest of the City and its residents to approve said Agreements;
and
WHEREAS, the City Council designates the City Manager as an authorized signer of these
Agreements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF RICHLAND HILLS, TEXAS:
Section 1. The foregoing recitals shall be , and are hereby , incorporated into and made
a part of this Resolution as if fully set forth in this Section One.
Section 2. The City Council approves said Agreements with Enterprise pertaining to
lease and maintenance of vehicles leased from Enterprise by the City in accordance with and upon
the terms and conditions stated in these Agreements attached as Exhibit A.
Section 3. That the City Council designates the City Manager as an authorized signer
of these Agreements, and the City Manager is hereby authorized to execute said Agreements, and
any ancillary documents necessary to memorialize said Agreements , subject to review and revision
as to form by the City Attorney.
Section 4. That this Resolution replaces Resolution 515-19 approved by the City
Council on December 9, 2019 for the purpose of adopting vehicle replacement guidelines for
public safety patrol and public works vehicles.
Section 5. This Resolution shall be effective upon its adoption .
Passed and approved this 28 th day of June , 2021.
CITY OF RICHLAND HILLS, TEXAS
T E HONO LOPEZ
ATTEST:
APPROVED AS TO FORM AND LEGALITY:
•
EXHIBIT A
. _nterprise
FLEET MANAGEMENT
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this ___ day of ------~ by and between Enterprise FM Trus t, a Delaware statutory trust
("Lessor"), and the lessee whose name and address is set forth on the signature page below ("Lessee ").
1. LEASE OF VE HIC LES . Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a "Vehicle" and collectively , the
"Vehicles ") described in the schedules from time to time delivered by Lessor to Lessee as set forth below ("Schedule(s)") for the rentals and on the terms set forth
in this Agreement and in the appl icable Schedule. References to this "Ag reement" shall include th is Master Equity Lease Agreement and the va r ious 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
Veh icle , which will include , among other things , a description of the Veh icle , the lease term and the monthly rental and other payments due with respect to the
Veh icle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten (10) days after the
date of delivery of the Vehicle covered by such Schedule . Lessor is the sole legal owner of each Vehicle . This Agreement is a lease only and Lessee will have no
right , title or interest in or to the Vehicles except for the use of the Vehicles as described in th is Agreement. This Agreement shall be treated as a true lease for
federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Veh icles . It is understood and agreed that Enterprise Fleet
Management , Inc . or an affiliate thereof (together with any subservicer, agent, successor or assign as serv icer on behalf of Lessor, "Serv icer ") may admin ister
th is Agreement on behalf of Lessor and may perform the service funct ions herein provided to be performed by Lessor.
2 TER:.:. The term of th is Agreement ("Term ") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the "Delivery Date ") and , unless
terminated earlier in accordance with the terms of this Agreement, continues for the "Lease Term " as described in the applicable Schedule .
3 RENT AND OTHER CHARGE S:
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agr_eement. 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 cha rge for
maintenance services under Section 4 of the appl icable Schedule being payable to Lessor as agent for Enterprise Fleet Management , Inc .) and will be due and
payable in advance on the first day of each month . If a Vehicle is delivered to Lessee on any day other than the first day of a month , monthly rental payments will
begin on the first day of the next month . In addition to the month ly rental payments , Lessee agrees to pay Lessor a pro-rated 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 "Depreciation
Reserve " on the applicable Schedule , will be considered as a reserve for depreciation and will be credited against the Del ivered Pr ice of the Vehicle for purposes
of computing the Book Value of the Vehicle under Section 3(c). Lessee agrees to pay Lessor the "Total Initial Charges " set forth in each Schedule on the due date
of the first monthly rental payment under such Schedule . Lessee agrees to pay Lessor the "Service Charge Due at Lease Term ination " set forth in each Schedule
at the end of the applicable Term (whether by reason of expiration , early terminat ion or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term , whether as a result of a default by Lessee , a Casualty Occurrence
or any other reason , the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78 's and the adjusted amount will be
payable by Lessee to Lessor on the termination date .
(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle , additional rent equal to the excess, if any , of the Book Value
of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determ ined by Lessor in good faith or (i i) except as provided below , twenty percent
(20%) of the Del ivered 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 Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Veh icle as
set forth in the applicable Schedule , lessor agrees to pay such deficiency to lessee as a terminal rental adjustment with in th irty (30) days after the end of the
applicable Term . Notwithstanding the foregoing , if (i) the Term for a Vehicle is greater than forty-eight (48) months (including any extension of the Term for such
Vehicle), (ii) the mileage on a Vehicle at the _ end of the Term is greater than 15 ,000 miles pe r year on average (prorated on a daily basis) (i.e., if the mileage 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 Vehicle has been subject to damage or any
abnormal or excessive wear and tear, the calculations described in the two immediately preceding sentences shall be made without giving effect to clause (ii) in
each such sentence . The "Book Value " of a Vehicle means the sum of (i) the "Delivered Price " of the Vehicle as set forth in the appl icable Schedule minus (ii) the
total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with
respect to such Vehicle .
(d) Any secur ity deposit of Lessee will be returned to Lessee at the end of the applicable Term , except that the deposit will first be applied to any losses and/
or damages suffered by Lessor as a result of Lessee 's breach of or default under this 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 wh ich is not paid within twenty (20) days after its due date will accrue interest , 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 annum or (ii) the highest rate
permitted by applicable law (the "Default Rate ").
(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement , Lessor, Servicer or any
other agent of Lessor may, at its option , pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith wi ll be
repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate .
Initials : EFM ___ Customer __ _
(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments shall be
made in immediately available funds without setoff, counterclaim or deduction of any kind . Lessee acknowledges and agrees that neither any Casualty Occurrence
to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the cause or consequence nor
any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle
regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under this Agreement, including, without limitation, the
payment of rent and other amounts under this Agreement.
4 USE AND SURRENDER OF VEH IC LES : 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, regulations and ordinances and the provisions of all insurance policies
affecting or covering the Vehicles or their use or operation . Lessee agrees to keep the Vehicles free of all liens , charges and encumbrances . Lessee agrees that
in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed
the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a "school bus" as defined in the Code of
Federal Regulations or any applicable state or municipal statute or regulation . Lessee agrees not to remove any Vehicle from the continental United States without
first obtaining 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 expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated
by Lessor. If for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor
additional rent for such Vehicle at twice the normal pro-rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remed ies with
respect to Lessee's failure to return any Vehicle as required hereunder.
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 titling, registration , delivery, purchase , sale, rental , use or operation of the Vehicles
during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses , Lessee agrees to promptly reimburse Lessor for the same .
6. LICENSE AND CHARGES : Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee 's expense . Certain other charges relating to
the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or otherwise
charged to Lessee . Such charges have been determined without reduction for trade-in, exchange allowance or other credit attributable to any Lessor-owned
vehicle .
7 REGISTRATION PLATES . ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates , permits,
inspections and/or licenses required in connection with the Vehicles , except for the initial registration plates which Lessor will obtain at Lessee's expense. The
parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of
this Section or any federal , state or local law, rule , regulation or ordinance . Lessee agrees that it will not permit any Vehicle to be located in a state other than
the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling and/or registration
laws of such other state .
8 MAINTENANCE OF ANO IMPROVEMENTS TO VEH ICLES :
(a) Lessee agrees, at its expense , to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all
manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials , parts and other essentials required for
the proper operation and maintenance of the Vehicles . Any alterations , additions , replacement parts or improvements to a Vehicle will become and remain the
property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing, so long as no Event
of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a Vehicle prior to returning such
Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in no instance be regarded as rent. Without
'the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or improvements to any Vehicle which detract from its
economic value or functional utility. Lessor will not be required to make any repairs or replacements of any nature or description with respect to any Vehicle, to
maintain or repair any Vehicle or to make any expenditure whatsoever in connection with any Vehicle or this Agreement.
(b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(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 failure of Enterprise Fleet Management, Inc . to perform any of its obligations thereunder or to pay or reimburse Lessee for its payment of any costs and
expenses incurred in connection with the maintenance or repair of any such Vehicle(s).
9 SELECTION OF VEHICLES ANO DI SCLAIMER OF WARRANTIES
(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A SIZE, DESIGN,
CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND REPAIR AND IS SATISFACTORY IN ALL
RESPECTS AND IS SUITABLE FOR LESSEE'S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT
OF A MANUFACTURER OF ANY VEHICLE .
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND , EXPRESS OR IMPLIED , WITH RESPECT TO ANY VEHICLE, INCLUDING , WITHOUT
LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING AGREED
THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE . THE VEHICLES ARE LEASED "AS IS," "WITH ALL FAULTS." All warranties made by any supplier, vendor
and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee 's only remedy, if any, is against the supplier, vendor
or manufacturer of the Vehicle .
Initials : EFM ___ Customer __ _
(c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or consequential)
or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect (latent or patent) in
any Vehicle or the use or maintenance of any Vehicle or any repair , servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provide any
Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused . In addition, none of
Lessor, Servicer or any other agent of Lessor will have any liability to lessee under this Agreement or under any order authorization form executed by lessee if
Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee .
10 . RISK OF LOSS : Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause whatsoever
("Casualty Occurrence "). In the event 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 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 . IN SU RANCE
(a) Lessee agrees to purchase and maintain in force during the Term , insurance policies in at least the amounts listed below covering each Vehicle , to be
written by an insurance company or companies satisfactory lo Lessor, insuring Lessee , Lessor and any other person or entity designated by Lessor against any
damage , claim, suit , action or liability :
(i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No-Fault Protection where required by law) for
the limits listed below (Note -$2 ,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for each Vehicle capable of
transporting more than 8 passengers):
State of Vehicle Registration
Connecticut , Massachusetts, Maine , New Hampshire , New Jersey ,
New York, Pennsylvania, Rhode Island , and Vermont
Florida
All Other States
Coverage
$1 ,000,000 Combined Single Limit Bodily Injury and Property Damage
-No Deduct ible
$500,000 Combined Single Limit Bodily Injury and Properly Damage
or $100,000 Bodily Injury Per 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 , $300 ,000 Per Occurrence and
$50 ,000 Property Damage (100/300/50) -No Deductible
(ii) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle . Maximum deductible of $500 per occurrence -
Collision and $250 per occurrence -Comprehensive).
If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement. Lessee must obtain and maintain the higher
insurance requ irements . Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other person
or entity designated by Lessor as additional insureds and loss payees , as their respective interests may appear. Further, each such insurance policy must prov ide
the following : (i) that the same may not be cancelled , changed or modified until after the insurer has given to Lessor, Servicer and any other person or entity
designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation , change or modification , (ii) that no act or default of Lessee or any
other person or ent ity shall affect the right of Lessor , Servicer, any other agent of Lessor or any of their respective successors or assigns to recover under such
policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii) that the coverage is "primary coverage " for the protection of Lessee ,
Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by Lessee, Lessor, Servicer,
any other agent of Lessor or any of their respective successors or assigns protecting against similar risks. Original certificates evidencing such coverage and
naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor as additional insureds and loss payees shall be furnished
to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by Lessor from time to time . In the event of default , Lessee hereby
appoints Lessor, Servicer and any other agent of Lessor as Lessee 's attorney-in -fact to receive payment of, to endorse all checks and other documents and to
take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so . Any expense of Lessor, Servicer or any other agent
of Lessor in adjusting or collecting insurance shall be borne by Lessee.
Lessee , its drivers , servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation ,
defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death , personal
injury or property damage resulting from the ownership , maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim
and forward to Lessor a copy of every demand , notice , summons or other process received in connection with such claim or action .
(b) Notwithstanding the provisions of Section 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) required under Section 11(a) for
the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the Veh icle(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
Initials : EFM ___ Customer __ _
--------------------------------------
Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property and/or personal effects contained in a covered Vehicle .
In the event of a 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 then 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 it 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 Vehicle(s) covered by such Schedule. Lessor may at any time during the
appl icable Term terminate said obligation to provide phys ical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage
waiver and/or commercial automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice. Upon such cancellation, insurance in the
minimum amounts as set forth in 11(a) shall be obtained and maintained by Lessee al Lessee 's expense. An adjustment will be made in monthly renta l charges
payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten (10) days after mailing
of the not ice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or commercial automobile
liability enrollment upon giv ing Lessee at least thirty (30) days prior written notice .
12 . IN DEMN IT Y: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective
successors and ass igns from and against any and all losses , damages , liabil ities , suits , claims , demands, costs and expenses (including , without limitation,
reasonable attorneys ' fees and expenses) wh ich Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason
of Lessee 's breach or violation of, or failure to observe or perform , any term , provision or covenant of this Agreement, or as a result of any loss , 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 of this Section 12
shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights , privileges , and immunities of Lesse e and the
foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law.
1< 111s 0 •CT!O~J OF VEH !Cl FS: OO Ni'fTF 0 DISCLOSURE rn1M1r 111.1_ STHfMf~ITS · Lessee agrees to accomplish , at its expense , all inspectio ns of the
Vehicles requ ired by any governmental authority during the Term . Lessor, Servicer, any other agent of Lessor and any of the ir respective successors or assigns
will have the r ight to inspect any Vehicle at any reasonable lime(s) during the Term and for this purpose to enter into or upon any building or pla ce where
any Vehicle is located . Lessee agrees to comply with all odometer disclosure laws , rules and regulations and to provide such written and signed disclosure
informat ion on such forms and in such manner as directed by Lessor. Providing false information or failure to complete the odometer disclosure form as required
by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and other financial information
regard ing Lessee as Lessor may from time lo time reasonably request.
14 DE FAULT ; REMEDIES : The following shall constitute events of default ("Events of Default") by Lessee under this Agreement: (a) if Lessee fails to pay when
due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10) days ; (b) if Lessee fails to perform , keep or
observe any term , prov ision or covenant contained in Section 11 of this Agreement: (c) if Lessee fails to perform , keep or observe any other term , provis ion or
covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after wr itten notice thereof is given by Lessor, Serv icer
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
Veh icle 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 Les see under
this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction , or
if the valid ity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further
liability or obl igat ion under any such guaranty or if any guarantor shall fail 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 bus iness of Lessee or any guarantor ; or (g) if Lessee or any guarantor
is in default under or fa ils 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 of this Section 14 , the term "guarantor " shall mean any present or future guarantor of all or any portion of
the obligations of Lessee under this Agreement.
Upon the occurrence of any Event of Default , Lessor, without notice to Lessee , will have the right to exercise concurrently or separately (and without any election
of remedies being deemed made), the following remedies : (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee ,
without releas ing Lessee from its obligations under this Agreement ; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination
or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of 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, Servicer, any other agent of Lessor or any of the ir respective successors
or assigns by reason of Lessee 's default including , to the extent permitted by applicable law , all costs and expenses , including court costs and reasonable
attorneys ' fees and expenses , incurred by Lessor, Serv icer, any other agent of Lessor or any of their respect ive successors or assigns in attempting or effecting
enforcement of Lessor 's rights under th is Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings ;
(d) upon written notice to Lessee , Lessor may terminate Lessee 's rights 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 (f) Lessor may exercise any other right or remedy wh ich may be available to Lessor under
the Uniform Commercial Code , any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee .
Any termination shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee 's obligation to pay
any indemnit ies under th is Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative .
15 ASS I GNMENTS : Lessor may from lime to time assign , pledge or transfer this Agreement and/or any or all of its rights and obligations under this Agreement
to any person or entity. Lessee agrees , upon notice of any such assignment, pledge or transfer of any amounts due or to become due to Lessor under this
Agreement to pay all such amounts to such assignee, pledgee or transferee . Any such assignee , pied gee or transferee of any rights or obligations of Lessor under
this 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
Initials : EFM ___ Customer __ _
at all times to be subject and subordinate in all respects to any assignment. pledge or transfer now or hereafter executed by Lessor with or in favor of any such
assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the Vehicles so long as no Event of Default under this Agreement
has occurred and is continuing. Lessee acknowledges and agrees that the rights of any assignee, pledgee or transferee in and to any amounts payable by the
Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever, or to any defense ,
setoff, counterclaim or recoupment whatsoever, whether by reason of any damage to or loss or destruction of any Vehicle or by reason of any defect in or failure
of title of the Lessor or interruption from whatsoever cause in the use, operation or possession of any Vehicle, or by reason of any indebtedness or liability
howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee or to any other person or entity, or for any other reason .
Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle , or any interest in this Agreement
or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee's interest in this
Agreement is not assignable and cannot be assigned or transferred by operation of law . Lessee will not transfer or relinquish possession of any Vehicle (except
for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.
16 . Mi SCELLANEOUS : 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 writing 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 application of any such term or provision is invalid or unenforceable, the remainder of this
Agreement and any other application of such term or provision will not be affected thereby . Giving of all notices under this Agreement will be sufficient if mailed
by certified mail to a party at its address set forth below or at such other address as such party may provide in writing from time to time . Any such notice mailed
to such address will be effective one (1) day after deposit in the United States mail, duly addressed, with certified mail , postage prepaid. Lessee will promptly
notify Lessor of any change in Lessee's address . This Agreement may be executed in multiple counterparts (including facsimile and pdf counterparts), but the
counterpart marked "ORIGINAL:' by Lessor will be the original lease for purposes of applicable law. All of the representations, warranties, covenants , agreements
and obl igations of each Lessee under this Agreement (if more than one) are joint and several.
17 . SUCCESSORS ANO ASSIGNS ; GOVERNING LAW : Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs ,
executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their respective
successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri (determined without
reference to conflict of law principles).
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 person in instituting against, Lessor any bankruptcy, reorganization , arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States . The provisions of this Section 18 shall
survive termination of this Master Equity Lease Agreement.
19 NON-APPROPRIATION : Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations . Lessor acknowledges
that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligat ions that financially bind future
governing bodies , and that, therefore , nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or State to appropriate
funds for purposes of this Agreement . Accordingly, the parties agree that the lease terms with in this Agreement or any Schedules relating hereto are contingent
upon appropriation of funds . The parties further agree that should the County or State fail to appropriate such funds, the Lessor shall be paid all rentals due
and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be paid for any reasonable damages . These reasonable
damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open used car market prior to the end of the scheduled term (as
determined in Section 3 and Section 14 of this Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written .
LESSEE : LESSOR : Enterprise FM Trust
By : Enterprise Fleet Management, Inc . its attorney in fact
Signature:
Signature:
By :
By :
Title :
Title:
Address :
Address:
Date Signed :
Date Signed:
Initials : EFM ___ Customer __ _
_nterprise AUTHORIZED SIGNER
FLEET MANAGEMENT
RESOLVED, The undersigned hereby certifies (i) that he/she is the duly appointed ____________________ (Tit I e) for
_________________________ (Entity legal name) hereafter known as "The Entity", (ii) that he/she is authorized
by The Entity to execute and deliver on behalf of The Entity to Enterprise Fleet Management. hereafter known as "Enterprise" ("Lessor") and the Master
Lease Agreement between Enterprise and the Entity ) the ("Lessee"), and (iii) that the following individuals are authorized and empowered on behalf of
and in the name of The Entity to execute and deliver to Enterprise Schedules to the Lease for individual motor vehicles, together with any other necessary
documents in connection with those Schedu les :
RESOLVED FURTHER, that :
Print Name Title
Print Name Tit le
Print Name Title
Print Name Title
Pnnt Name Title
Print Name Title
Bond Rating : _____________ Rating Agency: ____________ Federal ID#: ____________ _
RESOLVED FURTHER. that EFM is authorized to act upon this authorization until written notice of its revocation is received by EFM.
I do hereby certify that I am an authorized representative of this Company and have been given the authority to sign this agreement on behalf of the Company.
Print Name Title
Signature Company Name
Date
. ...,.,nterprise
FLEET MANAGEMENT
AMENDMENT TO MASTER EQUITY LEASE AGREEMENT
THIS AMENDMENT ("Amendment") is attached to, and made a part of, the MASTER EQUITY LEASE AGREEMENT
("Agreement") 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"). This Amendment is made for good and valuable consideration ,
the receipt of which is hereby acknowledged by the parties .
Section 12 of the Master Equity Lease Agreement is amended to read as follows:
INDEMNITY: As Lessee is a unit of local government of the State of Texas and is subject to, and must comply with, the
applicable provisions of the Texas Tort Claims Act, as set out in Civil Practices and Remedies Code, Section 101 .001 et. seq.
and the remedies authorized therein regarding claims or causes of action that may be asserted by breach of this Agreement.
To the extent permitted by Texas law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and
their respective successors and assigns from and against any and all losses , damages , liabilities , suits, claims , demands,
costs and expenses (including, without limitation, reasonable attorneys ' fees and expenses) which Lessor, Servicer, any
other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation
of, or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, 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 of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall
be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to
be a waiver of any sovereign immunity afforded to Lessee pursuant to Texas law.
Section 17 of the Master Equity Lease Agreement is amended to read as follows :
Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors, personal
representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their
respective successors and assigns . This Agreement will be governed by and construed in accordance with the substantive
laws of the State of Texas (determined without reference to conflict of law principles).
Section 19 of the Master Equity Lease Agreement is amended to read as follows:
NON-APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual
appropriations. Lessor acknowledges that Lessee is a municipal Corporation, and being a unit of government, is precluded
by the Texas State Constitution and other laws from entering into obligations that financially bind future governing bodies ,
and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or
State to appropriate funds for purposes of this Agreement. Accordingly , the parties agree that the lease terms within this
Agreement or any Schedules relating hereto are contingent upon appropriation of funds by the County or State. The parties
further agree that should the County or State fail to appropriate such funds, the Lessor shall be paid all rentals due and
owing hereunder up until the actual day of termination . In addition, the parties agree that Lessor may recover 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 Section 3 and Section 14 of this Agreement).
Additional Section 20 is added to the Master Equity Lease Agreement and reads as follows:
No Boycotting Israel. As required by Chapter 2271, Texas Government Code , Lessor hereby verifies that it does not boycott
Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification , "Boycott Israel"
means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in
Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes .
. ....,,nterprise
FLEET MANAGEMENT
All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of
similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically
amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained
in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease Agreement as of the
date signed below.
LESSEE : LESSOR : Enterprise FM Trust
By : Enterprise Fleet Management , Inc. its attorney in fact
Signature :
Signature :
By :
By :
Title :
Title :
Address:
Address :
Date Signed :
Date Signed :
. --=nterprise
FLEET MANAGEMENT
MEDIUM DUTY AND HEAVY DUTY INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT
(LIABILITY COVERAGE)
This Addendum is made to the Master Equity Lease Agreement as amended (the "Agreement"), by and between Enterprise FM Trust , a Delaware statutory trust
{"Lessor") and the lessee whose name is set forth on the signature line below ("Lessee ").
This Addendum is attached to and made a part of the Agreement (including each Schedule to the Agreement). All capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to them in the Agreement.
Notwithstanding the provisions of Section 11 of the Agreement, Lessee agrees to purchase and maintain in force during the Term, insurance policies in at
least the amounts listed below covering each Medium Duty and Heavy Duty Vehicle , to be written by an insurance company or companies satisfactory to Lessor,
insuring Lessee, Lessor and any other person or entity designated by Lessor against any damage, claim, suit, action or liability :
Commercial Automobile Liability Insurance (including Un insured/Underinsured Motorist Coverage and No-Fault Protection where required by law ) for the limits
listed below :
14,001-26,000 GVWR : a minimum of $1,000,000 Combined Single Limit Bodily Injury and Property Damage or a combination of Auto Combined Single Limit
and Umbrella coverage -No Deductible
26 ,001-33 ,000 GVWR: a minimum of $2,000 ,000 Combined Single Lim it Bodily Injury and Property Damage or a combination of Auto Combined Single Limit
and Umbrella coverage -No Deductible
33,001+ GVWR : a minimum of $5,000 ,000 Combined Single Limit Bodily Injury and Property Damage or a combination of Auto Combined Single Limit and
Umbrella coverage-No Deductible
Vehicles with specialized aftermarket may require additional coverage beyond the stated minimum limits noted above at the discretion of the Lessor.
Except as amended hereby, all the terms and provisions set forth in Section 11 and the Agreement shall remain in full force and effect. In the event of any
conflict between this Addendum and the Agreement or any of the Schedules . the terms and provisions of this Addendum will govern and control
LESSOR : Enterprise FM Trust
LESSEE : By : Enterprise Fleet Management, Inc . its attorney in fact
Signature : Signature :
By : By :
Title : Title :
Address: Address :
Date Signed : Date Signed :
. ....,,nterprise
FLEET MANAGEMENT
AGREEMENT TO SELL CUSTOMER VEHICLES
THIS AGREEMENT is entered into by and among the entities set forth on the attached Schedule 1 (hereinafter each an "Enterprise Entity"
and collectively the "Enterprise Entities") and Enterprise Fleet Management , Inc. (hereinafter referred to as ''EFM") (the "Enterprise
Entities" and "EFM" shall collectively be referred to as "Enterprise") on the one hand and ______________ _
(hereinafter referred to as "CUSTOMER"), on the other hand on this __ day of _________ (hereinafter referred to as
the "Execution Date").
RECITALS
A. Enterprise FM Trust and CUSTOMER have entered into an agreement whereby Customer has agreed to lease certain vehicles set forth
in the agreement between Customer and Enterprise FM Trust;
8. EFM is the servicer of the lease agreement between Enterprise FM Trust and Customer;
C. Enterprise, from time to time, sells vehicles at wholesale auctions and other outlets; and
D. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale, CUSTOMER's vehicles set
forth on Exhibit A, attached hereto and incorporated herein, as supplemented from time to time (collectively, the "Vehicles").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows :
TERMS AND CONDITIONS
1. Right to Sell : Enterprise shall have the non-exdusive right to sell any Vehicles assigned to Enterprise by CUSTOMER, or under
consignment from Customer to Enterprise, as the case may be dependent upon applicable law in the jurisdiction in which the Vehicle is to
be sold . For Vehicles to be sold under assignment , Customer shall assign the title to Enterprise and deliver the assigned title to Enterprise
with the Vehicle . For Vehicles to be sold under consignment, Customer shall execute a consignment agreement granting Enterprise power
in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary thereto on behalf of CUSTOMER.
2. Additional Documentation : Where necessary, CUSTOMER shall execute any and all additional documentation, required to effectuate
the sale of Vehicle(s).
3. Service Fee: For each Vehicle sold, the CUSTOMER shall pay Enterprise an administrative fee of the lesser of$ ____ or the
maximum permitted by law ("Service Fee ").
4. Sales Process : Enterprise shall use reasonable efforts in its sole discretion to sell each Vehicle. CUSTOMER may, at its discretion,
place a Minimum Bid or Bid to be Approved (BTBA) on any Vehicle by providing prior written notification to Enterprise. Enterprise
shall have full discretion to accept any bid at or above the designated minimum bid or BTBA. Absent any such minimum bid or BTBA,
Enterprise shall have full discretion to accept any bid on a Vehicle.
5. Time for Payment:
(a) No later than twenty-one (21) business days after the collection of funds by Enterprise for the sale of a Vehicle, Enterprise will remit
to the CUSTOMER an amount equal to the Vehicle sale price minus any seller fees, auction fees, Service Fees, towing costs, title service
fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the
Vehicle .
(b) Enterprise's obligations pursuant to Section 5{a) shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes in its sole discretion that fairness to the buyer or seller justifies the cancellation or reversal
of the sale. If Enterprise has already remitted payment to CUSTOMER pursuant to Section 5(a) prior to the sale being reversed or
cancelled, CUSTOMER agrees to reimburse Enterprise said payment in full. Enterprise will then re-list the Vehicle and pay CUSTOMER in
accordance with this Section 5. Examples of mistakes or inadvertences include, but are not limited, to Vehicles sold using inaccurate or
incomplete vehicle or title descriptions and bids entered erroneously.
6. Indemnification and Hold Harmless : Except as otherwise provided herein, CUSTOMER agrees to indemnify, defend and hold EFM and each
Enterprise Entity and their parents and affiliated entities, employees and agents harmless to the extent any loss , damage, or liability arises from
EFM or any Enterprise Entity's use or operation of a vehicle and for the negligence or willful misconduct of Customer, its agents or employees, and
for its breach of any term of this Agreement. The parties' obligations under this section shall survive termination of this Agreement.
7. Risk of Loss : Notwithstanding anything to the contrary hereunder, CUSTOMER shall assume all risk of loss for damage to or loss of any
Vehicle or any part or accessory regardless of fault or negligence of CUSTOMER, Enterprise, EFM or any other person or entity or act of God.
8. Liens, Judgments, Titles and Defects: CUSTOMER represents and warrants it holds full legal title to each such Vehicle , title to each such
Vehicle is clean and not subject to being branded for any reason , or requires any form of additional disclosure to a purchaser and that there are no
open recalls on each such Vehicle . CUSTOMER shall defend , indemnify and hold Enterprise, EFM , their parents, employees and agents harmless
from and against any and all claims , expenses (including reasonable attorney's fees), suits and demands arising out of, based upon, or resulting
from any judgments , liens or citations that were placed on the Vehicle, defects in the Vehicle's title , or mechanical or design defects in the Veh icle.
9. Odometer: Neither EFM nor Enterprise assume responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER
shall defend , indemnify and hold EFM, Enterprise, their parents, employees and agents harmless from and against any and all claims, expenses
(including reasonable attorney's fees), suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any
Vehicle or any odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by EFM , Enterprise, their
employees or officers.
10. Bankruptcy : Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, EFM or Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees, auction
fees , Service Fees, towing costs , title service fees , enhancement fees and any expenses incurred by EFM or Enterprise while selling Vehicle from
said funds . EFM or Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
11 . Compliance with Laws: EFM , Enterprise and CUSTOMER shall comply with all federal, state, and local laws , regulations , ordinances, and
statutes, including those of any state motor vehicle departments , department of insurance, and the Federal Odometer Act.
12. Insurance : CUSTOMER shall maintain and provide proof of Automobile Liability Insurance until the later of title transfer to purchaser of
Vehicle or transfer of sales proceeds to Customer covering liability arising out of maintenance, use or operation of any Vehicle (owned , hired and
non-owned) under this Agreement, with limits of not less than one million dollars ($1 ,000 ,000) per occurrence for bodily injury and property
damage. EFM , Enterprise , and their subsidiaries and affiliates are to be named as Additional Insureds. This insurance shall be written as a primary
policy and not contributing with any insurance coverage or self-insurance or other means of owner's financial responsibility applicable to EFM or
Enterprise . CUSTOMER must waive and must require that its insurer waive its right of subrogation against EFM and Enterprise and their affiliates ,
employees, successors and permitted assigns on account of any and all claims CUSTOMER may have against EFM or Enterprise with respect to
insurance actually carried or required to be carried pursuant to this Agreement.
13. Term : This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30) days prior written notice to terminate the Agreement with or without cause .
14. Modification : No modification , amendment or waiver of this Agreement or any of its provisions shall be binding un less in writing and duly
signed by the parties hereto. ·
15. Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes all prev ious agreements, promises ,
representations , understandings, and negotiations, whether written or oral , with respect to the subject matter hereto .
16 . Liability Limit: EXCEPT TO THE EXTENT A PARTY HERETO BECOMES LIABLE FOR ANY DAMAGES OF THE TYPES DESCRIBED BELOW TO A
THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM AND SUCH PARTY IS ENTITLED TO INDEMNIFICATION WITH RESPECT THERETO UNDER
THE PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO OTHER PARTY FOR ANY SPECIAL ,
INCIDENTAL , CONSEQUENTIAL , PUNITIVE , EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL,
LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS AND/OR INTERRUPTIONS OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
17 . Attorney 's Fees : In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement , the prevailing
party shall be entitled to receive from the losing party reasonable attorney 's fees and costs for legal services rendered to the prevailing party.
18. Authorization : Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
19. Independent Contractor : EFM and Enterprise shall perform the services hereunder as an independent contractor of Customer and no term of
this Agreement shall be deemed or construed to render CUSTOMER and EFM or Enterprise as joint venturers or partners.
20 . Unsold Vehicles: Should such Vehicle not sell , Customer shall pick up Vehicle within five (5) business days of being provided notice that the
Vehicle has not been sold and , for Vehicles assigned to Enterprise by Customer, Enterprise shall assign title back to CUSTOMER .
"ENTERPRISE "
Signature :
Printed Name :
Title :
Date Signed:
Schedule 1
Enterprise Leasing Company of STL , LLC
Enterprise Leasing Company of Georgia, LLC
Enterprise Leasing Company of Florida , LLC
Enterprise Leasing Company of KS LLC
EAN Holdings , LLC
Enterprise Leasing Company of Orlando, LLC
Enterprise Leasing Company of Indianapolis, LLC
Enterprise Rent-A-Car Company of Boston, LLC
Enterprise Leasing Company of Denver, LLC
Enterprise Leasing Company of Chicago, LLC
Enterprise RAC Company of Maryland , LLC
Enterprise Leasing Company of Philadelphia , LLC
Enterprise RAC Company of Baltimore, LLC
Enterprise Leasing Company of Minnesota , LLC
Enterprise Leasing Company of Detroit, LLC
Enterprise Leasing Co of Norfolk/ Richmond , LLC
Enterprise Rent -A-Car Co of San Francisco, LLC
ELRAC , LLC
SNORAC , LLC
"CUSTOMER "
Signature :
Printed Name :
Title :
Date Signed :
Enterprise Rent-A-Car Company of Sacramento, LLC
Enterprise Rent-A-Car Company of Los Angeles , LLC
Enterprise RAC Company of Cincinnati , LLC
CLERAC, LLC
Enterprise Rent-A-Car Company of Pittsburgh, LLC
Enterprise Rent-A-Car Company of Wisconsin, LLC
Enterprise Rent-A-Car Company of UT. LLC
CAMRAC, LLC
Enterprise Rent-A-Car Company of Rhode Island , LLC
Enterprise Leasing Company of Phoenix, LLC
Enterprise Leasing Company-Southeast , LLC
Enterprise Leasing Company-West, LLC
Enterprise Leasing Company-South Central, LLC
PENRAC, LLC
Enterprise Rent-A-Car Company of KY, LLC
Enterprise Rent-A-Car Company -Midwest, LLC
Enterprise RAC Company of Montana/Wyoming, LLC
. _,,nterprise
FLEET MANAGEMENT
MAINTENANCE AGREEMENT
This Maintenance Agreement (this "Agreement") is made and entered into this __ day of ____ ~ by Enterprise Fleet Management, Inc., a Missouri
corporation ("EFM"), and ____________________ ("Lessee").
WITNESSETH
1. LEASE Reference is hereby made to that certain Master Lease Agreement dated as of the __ day of ____ ~ by and between Enterprise FM
Trust, a Delaware statutory 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 this Agreement shall have the respective meanings ascribed to
them in the Lease .
2. COVERED VEHICLES . This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4 of the
Schedule for such vehicle includes a charge for maintenance (the "Covered Vehicle(s)").
3. TERM AND TERM INATION The term of this Agreement ("Term") for each Covered Vehicle shall begin on the Delivery Date of such Covered Vehicle and shall
continue until the last day of the "Term" (as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth below. Each of EFM and Lessee
shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to any or all of the Covered Vehicles upon not
less than sixty (60) days prior written notice to the other party. The termination of this Agreement with respect to any or all of the Covered Vehicles shall not affect
any rights or obligations under this Agreement which shall have previously accrued or shall thereafter arise with respect to any occurrence prior to termination , and
such rights and obligations shall continue to be governed by the terms of this Agreement.
4. VEH IC LE REPA IRS ANO SERV IC E. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions of this
Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair of a Covered
Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between changes, (c) tire repair and
replacement, (d) washing , (e) repair of damage due to lack of maintenance 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 after-market components (this Agreement covers maintenance and repair
only of the Covered Vehicles themselves and any factory-installed components and does not cover maintenance or repair of chassis alterations , add-on bodies
(including, without limitation, step vans) or other equipment (including, without limitation, lift gates and PTO controls) which is installed or modified by a dealer,
body shop, upfitter or anyone else other than the manufacturer of the Covered Vehicle , (g) any service and/or damage resulting from , related to or arising out of an
accident , a collision, theft, fire, freezing , vandalism, riot, explosion , other Acts of God, an object striking the Covered Vehicle , improper use of the Covered Vehicle
(including , without limitation , driving over curbs, overloading, racing or other competition) or Lessee 's failure to maintain the Covered Vehicle as required by the
Lease, (h) roadside assistance or towing for vehicle maintenance purposes , (i) mobile services, U) the cost 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 (iii) front axle alignment. Whenever it is necessary
to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility
acceptable to EFM . In every case, if the cost of such service will exceed $50 .00, Lessee must notify EFM and obtain EFM's authorization for such service and
EFM's instructions as to where such service shall be made and the extent of service to be obtained . Lessee agrees to furnish an invoice for all service to a Covered
Vehicle, accompanied by a copy of the shop or service order (odometer mileage must be shown on each shop or service order). EFM will not be obligated to pay
for any unauthorized charges or those exceeding $50 .00 for one service on any Covered Vehicle unless Lessee has complied with the above terms and conditions .
EFM will not have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless otherwise agreed to by EFM .
Notwithstanding any other provision of this Agreement to the contrary, (a) all service performed within one hundred twenty (120) days prior to the last day of
the scheduled "Term" (as defined in the Lease) for the applicable Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any
service not so authorized will be the responsibility of and be paid for by Lessee and (b} EFM is not required to provide or pay for any service to any Covered Vehicle
after 100 ,000 miles.
5. ENTERPRISE CARDS : EFM may, at its option , provide Lessee with an authorization card (the "EFM Card") for use in authorizing the payment of charges
incurred in connection with the maintenance of the Covered Vehicles . Lessee agrees to be liable to EFM for , and upon receipt of a monthly or other statement
from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any charges which are the
responsibility of EFM under the terms of this Agreement). EFM reserves the right to change the terms and conditions for the use of the EFM Card at any time . The
EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any 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 first 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 will pay EFM , on the first day of the Term
for such Covered Vehicle , a pro-rated maintenance fee for the number of days that the Delivery Date precedes the first monthly maintenance fee payment date. Any
monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within twenty (20) days after its due date will accrue
interest, payable upon demand of EFM, from the date due until paid in full at a rate 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 of miles per month as set forth
Initials : EFM. ___ Lessee __ _
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 overmileage
maintenance fee for any miles in excess of this average amount per month 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
maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND , EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS , REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE
WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR
OR SERVICE WILL NOT RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE
FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.
8 . LESSOR NOT A PARTY Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement.
9 NOTICE S Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile, recognized overnight
courier or registered or certified mail , return receipt requested and postage prepaid, to the applicable party at its address or facsimile number set forth on
the signature page of this Agreement. or at such other address or facsimile number as any party hereto may designate as its address or facsimile number for
communications under th is Agreement by notice so given . Such notices shall be deemed effective on the day on which delivered or sent if delivered in person or
sent by facsimile , on the first (1st) business day after the day on which sent, if sent by recognized overnight courier or on the third (3rd) business day after the day
on which mailed, if sent by registered or certified mail.
10 . MISCELLANEOUS . This Agreement embodies the entire Agreement between the parties relating to the subject 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 unenforceable in any jurisdiction shall, as
to such jurisdiction , be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the part ies
hereto and their respective successors and assigns, except that Lessee 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 governed by and construed in accordance with the substantive laws of the State of Missouri
(without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written .
LESSEE: EFM : Enterprise Fleet Management, Inc .
Signature : Signature :
By : By :
Title : Title:
Address: Address:
Attention: Attention :
Fax#: Fax#:
Date Signed : Date Signed :
Initials : EFM ___ Lessee __ _
. -=-nterprise
FLEET MANAGEMENT
MAINTENANCE AGREEMENT
(Non-Owned)
This Maintenance Agreement (this "Agreement") is entered into as of the __ day of---~ ___ , by Enterprise Fleet Management , Inc., a Missouri
corporation ("EFM"), and the company whose name is set forth on the signature page below ("Company").
WITNESS ETH
1 COVERED VEHICLES This Agreement shall apply to those vehicles owned by Company (the "Covered Vehicfe(s)") which are listed on a schedule in the form of
Exhibit A attached hereto which has been signed by EFM and Company (the Schedule(s)"), which Schedule(s) shall become a part of this Agreement.
2 TERM AND TERMINATION . The term of this Agreement ("Term") for each Covered Vehicle shall begin on the first day of the month listed on the applicable
Schedule and shall continue for month to month thereafter until terminated as set forth below. EFM and Company shall each have the right to terminate this
Agreement effective as of the last day of any month with respect to any or all of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other
party. The termination of this Agreement with respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall
have previously accrued or shall thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by
the terms of this Agreement.
3. VEHICLE REPAIRS AND SERV ICE . EFM agrees that, during the Term for the applicable Covered Vehicle and subjectto tbe terms and conditions of this Agreement,
it will pay for, or reimburse Company for its payment of, all costs and expenses incurred in connection with the maintenance or repair of such Covered Vehicle . This
Agreement does not cover and Company will remain responsible for and pay for (a) fuel, (b) oil and other fluids between changes, (c) tire repair and replacement, (d)
washing, (e) repair of damage due to lack of maintenance by Company 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 after-market components (this Agreement covers maintenance and repair only of the Covered
Vehicles themselves and any factory-installed components and does not cover maintenance or repair of chassis alterations , add-on bodies (including, without
limitations , step vans) or other equipment (including, without limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop , upfitter
or anyone else other than the manufacturer of the Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an accident, a collision ,
theft , fire, freezing, vandalism, riot, explosion, other Acts of God, an object striking a Covered Vehicle, improper use or abuse of a Covered Vehicle (including, without
limitation , driving over curbs, overloading , racing or other competition) or Company's failure to maintain a Covered Vehicle as recommended by the manufacturer, (h)
roadside assistance or towing for vehicle maintenance purposes, (i) mobile services, 0) the cost 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 (iii) front axle alignment. Whenever it is necessary to have a Covered
Vehicle serviced , Company agrees to have the necessary work performed by a service facility acceptable to EFM . In every case, if the cost of such service will exceed
$50 .00 , Company 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 . Company agrees to furnish EFM with an invoice for all service and/or repairs to a Covered Vehicle , accompanied by a copy of the shop or
service order (odometer mileage must be shown on each shop or service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding
$50 .00 for one service on any Covered Vehicle unless Company has complied with the above terms and conditions and followed EFM's instructions . EFM will not
have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any
provision of this Agreement to the contrary, EFM is not required to provide or pay for any service to any Covered Vehicle after 100 ,000 miles.
4 ENTERPR ISE CARDS : EFM may, at its option, provide Company with an authorization card (the "EFM Card") for use in authorizing the payment of charges
incurred in connection with the maintenance of the Covered Vehicles . Company agrees to be liable to EFM for. and upon receipt of a monthly or other statement
from EFM , Company agrees to promptly pay to EFM, all charges made by or for the account of Company with the EFM Card (other than any charges which are the
responsibility of EFM under the terms of Section 3 above). EFM reserves the right to change the terms and conditions for the use of the EFM Card at any time . The
EFM Card remains the property of EFM and EFM may revoke Company's right to possess or use the EFM Card at any time . Upon the termination of this Agreement
or upon the demand of EFM, Company must return the EFM Card to EFM . The EFM Card is non-transferable .
5 PAYMENT TERMS . The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance on the first day
of each month . Any monthly maintenance fee or other amount owed by Company to EFM under this Agreement which is not paid within twenty (20) days after its due
date will accrue interest, payable upon demand of EFM, from the date due until paid in full at a rate 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 of miles per month
as set forth in such Schedule . Company agrees to pay EFM at the end of the applicable Term (whether by reason of termination of this Agreement or otherwise) an
overmileage maintenance fee for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule .
6. NO WARRANTIES Company acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for
maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES , INCLUDING ,
WITHOUT LIMITATION , ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH
SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY. PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR
SERVICE WILL NOT RELIEVE COMPANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE. PAYMENT TO EFM OF THE MONTHLY MAINTENANCE
FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.
7 . NOTIC ES . A"'f notice or other communication under this Agreement shall be in writing and delivered in person or sent by telecopy, recognized overnight courier
or registered or certified mail, return receipt requested and postage prepaid, to the applicable party at its address or telecopy number set forth on the signature page
of this Agreement , or at such other address or telecopy number as any party hereto may designate as its address for communications under this Agreement by notice
so given . Such not ices shall be deemed effective on the day on which delivered or sent if delivered in person or sent by telecopy, on the first (1st) business day after
the day on which sent , if sent by recogn ized overnight courier or on the third (3rd) business day after the day on which mailed , if sent by registered or certified mail.
8 MISCELLANEOUS . This Agreement embodies the entire Agreement between the part ies relating to the subject matter hereof. This Agreement may be amended
only by an agreement in writing signed by EFM and Company. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall , as to
such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provisions in any other jurisdict ion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that Compa"'f 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 governed by and construed in accordance with the substantive laws of the State of Missouri.
IN WITNESS WHEREOF, EFM and Company have executed th is Maintenance Agreement as of the day and year first above written .
Company : EFM: Enterprise Fleet Management, Inc.
Signature: Signature :
By : By:
Title : Title :
Address : Address :
Date Signed : Date Signed:
EXHIBIT A
Schedule to MAINTENANCE AGREEMENT Dated the __ day of ________ _
Vehicle Year, Current Odometer Monthly Monthly Overmileage Term
Make.Model and YIN# Reading Maintenance Fee Mileage Limit Maintenance Fee Commencement Date
Company : EFM : Enterprise Fleet Management , Inc .
Signature: Signature :
By : By :
Title : Title:
Address : Address :
Date Signed : Date Signed:
---------------------
. ._nterprise
FLEET MANAGEMENT
MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT
This Agreement is entered into as of the __ day of ___ , by and between Enterpr ise Fleet Management, Inc., a Missouri corporation , doing business as
"Enterprise Fleet Management" ("EFM "), and ____________________ (the "Company").
WITNESSETH :
1. ENTERPR I SE CARDS : Upon request from the Company, EFM will provide a driver information packet outlining its vehicle maintenance program (the "Program")
and a card ("Card ") for each Company vehicle included in the Company 's request. All drivers of vehicles subject to this Agreement must be a representative of the
Company, its subsidiaries or 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 shall bear an expiration date.
Cards issued to the Company shall be used by the Company in accordance with this Agreement and limited solely to purchases of certain products and services for
Company vehicles , which are included in the Program . The Program is subject lo all other EFM instructions, rules and regulations which may be revised from time
to time by EFM . Cards shall remain the property of EFM and returned to EFM upon expirat ion or cancellation .
2 VEH IC LE REPA IRS AND SERV ICE : 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. lrMJices will be
reviewed by EFM for accuracy, proper application of potential manufacturer's warranties , application of potential discounts and unnecessary, unauthor ized repairs.
Notwithstanding the above , in the event the repairs and service are the result of damage from an accident or other non-ma intenance 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 administration 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 single monthly
invoice for the entire Company fleet covered under this Agreement. The Company is liable for, and will pay EFM within ten (10) 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
account, and treat as being paid by EFM for purposes of this Agreement, any discounts it receives from a supplier with respect to such purchases which are based
on the overall volume of business EFM provides to such supplier and not solely the Company's business . EFM will exercise due care to prevent additional charges
from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement. The Company will use its best efforts to
obtain and return any such cancelled Card .
4 . RENTA L VEH ICLES : 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 authorization . 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 use of
the Card. All drivers must be at least 21 years of age, hold a valid driver's license , be an employee of the Company or authorized by the Company through established
reservation procedures and meet other applicable requirements of the applicable subsidiary of Enterprise Rent-A-Car Company.
5. NO WARRANTY EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, 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 rel ieve the Company from its obligations under this Agreement, including without limitation the payment
to EFM of monthly invoices .
6. CANCELLATION : Either party may cancel any Card under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party.
The cancellation of any Card or termination of this Agreement will 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 such cancellation or termination . A Card shall be immediately returned to EFM upon cancellation to :
Enterprise Fleet Management, 600 Corporate Park Drive, St. Louis , MO 63105 , Attention : Enterprise Card Department. Notice to EFM regarding the cancellation of any
Card shall specify the Card number and identify the Company 's representative . In the case of a terminated representative , such notice shall include a brief description
of the efforts made to recla im the Card .
7. NOT ICES : All notices of cancellation or termination under this Agreement shall be mailed postage prepaid by registered or certified mail, or sent by express
overnight delivery service , to the other party at its address set forth on the signature page of this Agreement or at such other address as such party may provide
in writing from time to time . Any such notice sent by mail will be effective three (3) days after deposit in the United States mail, duly addressed , with regis tered or
certified mail postage prepaid . Any such notice sent by express overnight delivery service will be effective one (1) 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 .
Initials : EFM ___ Company __ _
8 FEES : EFM will charge the Company for the service under this Agreement$ __ per month per Card , plus a one time set-up fee of$ ___ .
9. MISCELLANEOUS : This Agreement may be amended only by an agreement in writing signed by EFM and the Company. This Agreement is governed by the
substantive laws of the State of Missouri (determined without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM and the Company have executed this Maintenance Management and Fleet Rental Agreement as of the day and year first above written .
Company : EFM : Enterprise Fleet Management , Inc .
Signature : Signature :
By: By :
Title : Title :
Address : Address:
Date Signed : Date Signed :
Initials : EFM, ___ Company __ _
. ,.,_nterprise
FLEET MANAGEMENT
TELEMATICS SERVICES AGREEMENT
As of this __ day of ____ ~ 20 __ , (the "Effective Date ") the parties below have agreed to the following Telematics Services Agreement (the "Agreement"),
to be effective upon the later of the Effective Date of this Agreement and the effective dates of the following agreement(s) between the parties.
[ select any or all that apply J
(0) Master Equity Lease Agreement (with schedules), dated ____ _ ----~20 __ .
(0) Master Walkaway Lease Agreement (with schedules), dated _____ _ _____ , 20 __ .
WHEREAS, Enterprise Reel Management , Inc . (''EFM") offers in-vehicle Telematics Device(s) (as defined below) from select partners and EFM is willing to make the
Telematics Device available for purchase, installation and use by Customer, as defined below, consistent with the terms of this Agreement ; and
WHEREAS , the undersigned (the "Customer") desires to purchase, have installed and use the Telematics Device in accordance with the terms of this Agreement;
WHEREAS , in connection with the Telematics Device, Customer will have to obtain wireless services and software services from third party service providers other
than EFM ; and
NOW THEREFORE , in consideration for the mutual promises contained herein , and for such other good and valuable consideration , the receipt and sufficiency of which
is hereby acknowledged , the parties agree to the following.
1 Telematics Device Acknowledgement and Release . The Telematics Device(s) shall mean any systems, hardware, software and/or other components and services that
enable the collection, generation and/or transmission of information about the condition and/or operation of the Vehicle (as defined below), driving activities or actions
of the Vehicle driver, Vehide locations traveled and mileage driven and/or other Vehicle mechanical and operational data (the "Telematics Data " or "Data"). Customer
acknowledges that the functionality of Telematics Dev ices and types of Data generated or available may change. By its signature below, Customer acknowledges that
the Telematic Device may include systems which utilize cellular telephone and/or radio signals to transmit Data and communication and, therefore, privacy of such Data
cannot be guaranteed and is specifically disclaimed as a condition of this Agreement and as a condit ion to receiving the Telematics Device . CUSTOMER RELEASES
EFM AND ITS PARENT COMPANY AND AFFILIATES, THE OPERATOR OF THE TELEMATICS SYSTEM, THE APPLICABLE SOFTWARE PROVIOER(S), THE WIRELESS
CARRIER(S) AND OTHER SUPPLIERS OF COMPONENTS AND/OR SERVICES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS ANO AGENTS FROM
ANY DAMAGE (INCLUDING INCIDENTAL ANO/OR CONSEQUENTIAL DAMAGES) TO PERSONS (INCLUDING WITHOUT LIMITATION CUSTOMER AND ANY DRIVER OR
PASSENGER OF THE VEHICLE) OR PROPERTY ARISING FROM (I) THE INSTALLATION AND USE OF THE TELEMATICS DEVICE AND/OR (II) ANY FAIWRE OF THE
TELEMATICS DEVICE TO OPERATE PROPERLY. Third party service providers are not agents or employees of EFM , and EFM shall have no liability or responsibility with
respect to the acts or omissions of those parties.
2. Use. Access . Ownership and Storage of Teleniaiics Data . Customer acknowledges that the Telematics Data may be collected, generated and transmitted and that
Customer shall be entitled to access , use and disclose such Data in its sole discretion . Customer shall be considered the owner of all such Data . Customer retains
ultimate and sole responsibility with regard to (i) the selection of categories of Data and establishment of parameters and criteria Customer wishes to receive through its
utilization of a Telematics Device , (ii) the types of reports Customer wishes to receive based on the categories of Data and criteria and parameters Customer has selected,
and (iii) the monitoring , usage and disclosure of such Data . By way of example , EFM may provide Customer a driver safety scorecard based on categories of Data and
safety criteria and an overall scoring methodology selected by Customer; EFM will provide Customer reports strictly based on Customer's criteria and Customer will be
solely respons ible for interpreting and drawing conclusions from the reports , including whether, based on Customer's criteria , a driver is actually a safe driver or not , and
Customer will be solely responsible for deciding what action , if any, should be taken regarding any particular drivers .
EFM 's respons ibility to Customer with respect to the Data shall be limited as follows: (i) to arrange for the .storage of the Data, which may be stored in EFM's environment,
an EFM affiliate's environment and/or in an unaffiliated third party subcontractor 's environment; (ii) to provide access to the Data to Customer ; and (iii) to provide reports
to the Customer solely based on categories of Data and parameters identified and selected by Customer.
Customer agrees that EFM and its parent company and affiliates may:
(A) Collect, access, use and/or disclose the Data for the following purposes : (a) to provide services to Customer; (b) to provide or offer additional products and
services to Customer ; (c) to check , maintain, diagnose, update or repair Customer 's Vehicles; (d) to assist or support Customer with managing its vehicle fleet
(e) to comply with any other request from Customer; and/or (f) to disclose the Data to a third party as is necessary to accomplish (a} through (e). If additional
services are required , the parties may need to enter into a separate agreement;
(B) Collect, access, use and/or disclose the Data to comply with the request or order of a governmental or law enforcement authority; and
(C) Collect , access, use and/or disclose aggregated and anonymized Data for any purposes.
For clarity, no access and/or use of the Data by EFM or its parent company or affiliates shall impose on EFM, its parent company or affiliates any responsibility to monitor
the Data or Customer's drivers and/or fleet for any purpose, including without limitation , for safety purposes, and Customer hereby releases and holds harm less EFM
from any liability, claims or damages relating thereto . For purposes hereof, "monitor" means the process of reviewing , checking and/or evaluating the Data, whether over
a period of time , as part of a regular review or otherwise.
3. Compl iance with Privacy laws; Not ice s and Consents . Customer agrees to comply with any and all federal , state and local laws, ru les, and regulations pertaining to
.the collection, storage, protection, sharing and use of, and access to, the Telematics Data ("Laws "). Customer will also (a) provide notice to employees/drivers of a Vehicle
equipped with a Telematics Device that such Vehicle is so equipped , resulting in the collection , use, sharing and storage of Data , and that such collection, use, sharing
and/or storage may be undertaken by Customer, EFM or a third party; and (b) obtain driver consent to the collection , use , sharing and storage of such Data as described
in this Agreement.
4 . Veh icl es. This Agreement shall only apply to those vehicles (i) leased to Customer by EFM or an affiliate of EFM in which EFM is servicer under such lease or (ii)
owned by Customer, provided that Customer has a valid Master Walkaway or Equity Lease Agreement (with schedu les) in force with EFM or an affiliate of EFM ((i) or
(ii), a "Vehicle ").
5. Pu rch ase Act iva tio n and War ranty . Customer shall pay EFM the standard price as set by EFM for each Telematics Device . Warranty terms and other terms and
condit ions shall be those as provided by the hardware and equipment manufacturer(s) and software licensor(s) at the time of installation . Customer acknowledges
that EFM does not prov ide the software or hardware for the telematics services on the Vehicles , but rather EFM arranges for provision of the same by third parties. EFM
MAKES NO, AND EXPRESSLY DISCLAIMS EVERY, REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS,
REPAIRS OR SERVICES (INCLUDING ANY TELEMATICS SERVICES) PROVIDED FOR UNDER THIS AGREEMENT BY EFM OR THIRD PARTIES, INCLUDING, WITHOUT
LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE
WITH SPECIFICATIONS, AVAILABILITY, OPERATION, CONDITION, SUITABILITY, PERFORMANCE OR QUALITY. FURTHERMORE, EFM MAKES NO, AND EXPRESSLY
DISCLAIMS EVERY, REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE TELEMATICS DEVICE(S) WILL NOT BE SUBJECT TO
EAVESDROPPERS, HACKERS, ATTACKS, VIRUS, INTERCEPTORS OR ANY SIMILAR THREAT. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR
SERVICE WILL NOT RELIEVE CUSTOMER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF ANY CHARGES DUE UNDER THIS
AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES AND THEIR AFFILIATES . •
6 Tra inin g. The third party service provider shall prov ide Customer and its employees with training and support materials on the functionality and use of the Telematics
Device(s). At all times , Customer shall utilize commercially reasonable efforts to adhere to the tra ining and maintain the Telematics Device(s) in a good and safe operating
condition (normal wear and tear excepted).
7. Wirele ss Ser vice Prov ider an d Agreement: Softwa re Ag reemen t; Termination Customer shall execute a Wireless Service Agreement with a telecommunications
carr ier identified by EFM as a condition to the purchase and installation of the Telematics Devices. Customer shall also execute an on-line End User Software Agreement
with a third party vendor identified by EFM that licenses to Customer the software necessary to support the use of the Telematics Devices . Customer acknowledges
and agrees that EFM will have no liab ility or obligation with respect to any third party vendor or telecommunications carrier or any serv ices provided by either, including ,
without limitation , any costs or expenses relating to any delay, failure or disruption of wireless serv ices or software. Customer acknowledges that the Wireless Servi ces
Agreement and/or End User Software Agreement will provide for an ongoing , regular monthly charge , payable by Customer, for the use of the wireless services and
software associated with the Telematics Devices by Customer. EFM shall not be a party to such Wireless Services Agreement or End User Software Agreements but
term ination of the same (for any reason) shall terminate this Agreement , unless otherwise agreed in writing by EFM . Term ination of the agreement(s ), as described
above , with respect to the Vehicles and termination of this Agreement may term ina te Customer 's Wireless Services Agreement. Early term ination of the Wireless Services
Agreement may require Customer to pay an early termination fee or other charges . Customer agrees to provide EFM with prompt and complete notice of any termination
of its Wireless Serv ice Agreement and any other modifications to the same. Th is Agreement will terminate upon the earlier to occur of (i) wr itten notice by EFM to
Customer, or (ii) upon exp irat ion or term inat ion of all leases between Customer and EFM or an affi liate of EFM .
8 In demnific ation Customer warrants , represents, and agrees to defend , indemnify and hold EFM , its parent company, and its affil iates and their employees , officers,
directors and managers ("EFM Indemnified Persons") harmless from and against any and all losses, damages , liabilities , suits , claims , demands , causes of action ,
government investigations, fines , penalties , costs and expenses (including , without limitation , attorneys ' fees and expenses) ("Losses ") wh ich an EFM Indemn ifi ed
Person(s) may incur by reason of the following : (a) Customer 's breach or violation of, or failure to observe or perform , any term , prov ision or covenant of th is Agreement
or its Wireless Services Agreement or End User Software Agreement ; (b) as a resu lt of any loss , claim , damage , theft or destruction of any hardware or software , or related
to or arising out of or in connect ion with the use , operation or condition of any of the Telematics Device(s) or Telematics Data ; (c) any failure by Customer to provide any
requisite disclosures or notice , or to obtain any consent or opt-out relating to the use of a Telematics Device or the collection and use of the Telematics Data pursuant to
Section 3 of th is Agreement or as may be required by applicable law ; (d) any fa ilure by Customer and/or its des ignated agents to properly acce ss, mon itor, use , secure or
safeguard any Data ; (e) any deliberate attack , interception , hack or interference with the Telematics Device(s) by any person , the result of which may allow such person
to gain control of the Vehicle or unauthorized access to Data ; and (f) any allegation or claim that an EFM Indemnified Person has or had a duty to monitor the Vehicles or
Te lemat ics Device(s) or duty to warn Customer or any other person, company or governmental author ity with respect to Data obtained by the Telematics Device(s ) or any
similar claim .
EFM agrees to defend , indemnify and hold Customer harmless from and against any and all Losses which Customer may incur by reason of the following : (a) EFM 's
breach or violation of, or failure to observe or perform , any term , provision or covenant of th is Agreement; and (b) any failure by EFM to comply with Laws applicable to
EFM and the serv ices provided by EFM to Customer under this Agreement.
The prov isions of th is Section 8 shall survive any expiration or term ination of this Agreement.
9. Li mita t ion of Lia bili ty . IN NO EVENT SHALLEFM, ITS PARENT COMPANY OR ANY OF THEIR AFFILIATES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL ,
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF DATA, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO
THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE
FAIWRE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
10 . Misce ll a ne ous All terms and conditions of the agreement(s) otherwise referenced herein shall continue in full force and effect and are hereby ratified
and confirmed by the parties. The parties agree that this Agreement is the full and complete agreement between the parties with respect to the Telematics
Device described herein and shall only be modified upon written agreement of both parties hereto . Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction . This Agreement shall be binding
upon and · inure to the benefit of the parties hereto and their respective successors and assigns, except that Customer may not assign , transfer or delegate
any of its rights or obligations under this Agreement without the prior written consent of EFM , which shall be in EFM's sole discretion . Any provision of this
Agreement may be amended , but only if such amendment is in writing and is signed by Customer and EFM . EFM may provide additional services related to this
Agreement in the future, and the parties agree that if Customer elects such additional services, the parties will amend this Agreement related to such services.
This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law
principles).
IN WITNESS , the parties have executed this Agreement, as of the dates respectively provided below.
"ENTERPRISE FLEET MANAGEMENT, INC ." Customer Name: _______________ _
Signature : Signature :
By : By :
Title : Title :
Address : Address :
Date Signed : Date Signed :
[r:~·c:r·s .. ;•,11 !"'.:: ·e· ,c,.1~ ;r, '~'!hr~ !r,11J11,,-,;i-,:); £r11,:<or•~ta fit-t:! '~ti1~g•ml!11 , 111{: .4.1 ; ..:t~'1r 1r+1em,r~s 1-•c ·r,11. c• ·,;..r•, t ! •r11•' ·t •;..,.::1~;t '-ts"er:
..:i:1120 Efll6,fJ>r •M Fleet M an.QerMnt. Inc • ·•.)?-' • i ,ie,r,.. 1, :..7 <!t'W'"-c~•