HomeMy Public PortalAbout16) 10B Approval of Vehicle Lease and Maintenance ProgramAGENDA
ITEM 10.8.
ADMINISTRATIVE SERVICE DEPARTMENT
MEMORANDUM
DATE: May 19 ,2015
TO: The Honorable City Counci l
FROM: Bryan Cook , City Manager
By: Tracey L. Hause , Administrative Services Director
SUBJECT: APPROVAL OF VEHICLE LEASE AND MAINTENANCE PROGRAM
RECOMMENDATION:
The City Counci l is requested to authorize the City Manager to enter into a Master
Equity Lease Agreement with Enterprise FM Trust and related addendums (Attachment
"A ") for a veh icle lease and ma intenance program .
BACKGROUND:
1) Prior to Fiscal Year (FY ) 2005 -06 , the C ity purcha sed 11 of the 24 vehicles in the
City's current fleet. Subsequently, the remaining 13 vehicles in the current fleet
were purchased since FY 2005-06 , with the last vehicle purchased in 2012 .
2) On September 7 , 2010 , the City Counc il adopted Ord inance No . 10-937
implementi ng the current Purchasing Code (Code).
3) On June 5 , 2012 , the City Council adopted Ordinance No . 12-953, establishing
Budget Reserve and Fund Balance Requirements.
4) In April 2015 , the City conducted an analys is of its vehicle fleet.
ANALYSIS:
City vehicles are used to perform various tasks throughout the city and serve the public
on a daily basis . The City current ly owns and maintains 24 vehicles for City
Departments including passenger cars , light duty trucks , and medium/heavy duty
trucks. Half of these vehicles are at least 10 years old, are past their useful life and are
requiring or may require costly repai rs in the near future. Due to the lack of a
comprehensive vehicle ma i ntenance and replacement program , track i ng of
maintenance and timely rep lacement has not occurred on a c onsiste nt basis , thus
another reason for a deteriorating fleet.
City Council
May 19 , 2015
Page 2 of 4
Historically each department has been respons ib le for vehicle maintenance and repairs
for their vehicles on an as needed bases . This practice has not been efficient or cost
effective , and has created inconsistencies with the frequency of routine maintenance
and needed repairs .
Most local agencies and municipalities have a centralized internal service function with
comprehensive vehicle maintenance and replacement systems to manage
maintenance, and ensure resources are set aside for vehicle replacement. Some
municipalities have the ir own facilities and staff to maintain all vehicles in their fleet "in
house ." Due to limited staff resources and lack of facilit ies , the City is unable to
manage and maintain a centralized operation for vehicle maintenance . Further , due to
the relat ively small size of the fleet , "in house " fleet maintenance and management
would not be cost effective .
During a vehicle 's useful life cycle , preventive maintenance (such as fluid changes , and
tire , brake and filter replacements) is the primary needed maintenance . As vehicles
age , maintenance becomes more costly and major repairs are sometimes needed . As
the increasing maintenance costs for the fleet continue to erode the budget and
interfere with the efficiency of City operat ions , it has become imperative to f ind a
solution to update the City's management of vehicle maintenance and replacement. A
complete evaluation of the entire fleet was prepared to identify the most cost effective
means of vehicle maintenance and replacement.
Upon completion of the analysis of the condition of the current City vehicles that would
need to be replaced , $120 ,000 should be invested in new vehicles in the next fiscal
year, and $180 ,000 over the following four fiscal years , to address the vehicles that
have expe rienced deferred replacement.
Due to limited staff resources in this area and as a result of the number of vehicles in
need of replacement and the need to establish a consistent maintenance and
rep lacement program, staff explored the option of leasing vehicles and contracting for
fleet maintenance services with Enterprise Fleet Management (EFM).
EFM has provided staff with a proposal (Attachment "B") that would replace all existing
City vehicles with new leased vehicles . Appraisa ls have been completed on all existing
vehicles wh ich will provide equity for the new lease program . EFM operates us ing
"open-end " leases, under which the City gains equity in the leased vehicles, unlike
"closed-end " leases that are common for individual vehicle leases. EFM has projected
the equity value of the vehicles at the end of the lease term of f ive years . Upon the
lease term conclusion , the City has the option to purchase the vehicles from EFM at the
pre-negotiated price or opt for EFM to sell the vehicle for the City . If the sale price of
the vehicle exceeds the pre-negotiated price , those funds will be given to the City to
cover future vehicle replacement costs. A significant amount of staff time would be
saved by having EFM sell and dispose of these vehicles >Nhen they have reached the
end of their service life .
City Counc il
May19,2015
Page 3 of 4
It is anticipated operational budgets and vehicle replacement outlays will be stabilized
with this program , as an established monthly lease payment will not change during the
lease period , current ly proposed at five years . The proposed agreement also includes
a complete veh icle maintenance program , which will help the City by having a low fixed
monthly fee for each leased vehicle including all necessary maintenance. Further by
instituting regular , preventive maintenance cycles , it is a nticipated unexpected costs for
major repairs will be reduced , if not entirely eliminated . The full maintenance program
will include all necessary vehicle maintenance and 24 hour roadside assistance ,
eliminating the need for C ity resources to be used for the emergency repair and
maintenance of these vehicles . The agreement also includes managed gasoline credit
cards for each vehicle . This will provide for greater control and accountability for
gasoline purchases and will allow the City to better track fuel usage and costs .
Staff is recommending the City implement the lease program i n its enti rety , immediately
acquiring all new vehicles through the lease program . This will ensure future
maintenance and scheduled replacement of all City vehicles will be in place , allowing
for immed iate cost savings in ma i ntenance and ease of administration of this program.
Although the City's Purchas ing Code (Code ) requires a formal bid process for
acquisition of good and services in excess of $25 ,000 , staff did not solicit bids for these
vendor services . The Code does allow the City to contract directly with a vendor if a
competitive bidding by another Federal , State , County or local government agency has
been completed and is in substantial comp liance with the City of Temple City 's Code .
The West Contra Costa County Unified School D istrict issued Request For Proposal
(RFP) #1112-03 for Vehicle Management Services. EFM was the successful b idder in
a Cal ifornia statewide competitive bid process for this RFP . EFM w ill prov ide the
veh icles the City is request ing at the same rate EFM has agreed to charge the West
Contra Costs Unified School District. Staff has rev iewed th is RFP process and has
determined that it is in compliance with the C ity's Code .
CONCLUS ION :
Due to a limited capacity for the City to effectively develop and maintain a
comprehensive vehicle ma intenance and replacement program , contracting with EFM
for the lease of City vehicles , maintenance and on -going rep lacement will ensure the
City 's vehicle operations are effective and cost efficient.
FISC AL IMPACT:
This program is planned for implementation as part of the FY 2015-16 City Budget. As
part of the proposed spending plan , Fleet Management Reserves ("Reserve") are
available (i.e ., $400 ,000) as a result of the City Council 's adoption of an Ord inance in
2012 , establ ishing Budget Reserve and Fund Balance Requirements. Staff is
recommending $85 ,000 be utilized from th is Reserve for the 2015-16 FY, which will
City Counci l
May 19 , 2015
Page 4 of 4
include outfitting all vehicles with the necessary equipment. Alternative fund ing sources
are available for this program (i .e ., Air Qual ity Management District and Lighting and
Landscape Maintenance District). As a result , it is anticipated the General Fund
Reserve will only need to fund $53 ,000 on an on-going annual basis for this program .
While this amount is approximately $10 ,000 higher than current vehicle operation costs ,
the new lease rate includes equity building into each vehicle , which will be of benefit
when the veh icle s are replaced . Further, the program will result in immediate and long -
term savings related to vehicle maintenance and repair , since the veh icles will be
receive routine maintenance and will be replaced at the end of their service life ,
reducing the need for major and costly repa irs .
ATTACHMENTS:
A. Maste r Equ ity Lease Agreement with Ente rprise FM Trust and Related
Addendums
B. Enterprise Fleet Management's Proposal
ATTACHMENT A
MASTER EQU ITY LEASE AGREEMENT
This Master Equity Lease Agreeme nt is entered into this twenty-fourth day of March, 2015, by and between Enter prise FM T rust, a Del aware
statutory trust ("Lessor"). an d the lesse e whose name and address is set forth on the signature page be low ("Les see ").
1. LEASE OF VEHICLES : Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (indi vidually, a "Vehicle" and
collectively , the "Vehicles1 described in th e schedules from time to time delivered by Lessor to Lessee as set forth be low ("Schedule(s)") for the rentals
and on the terms set forth in this Agreement and in the applicable Schedule . References to this "Agreement" shall include th is Master Equity Lease
Agreement and the various Schedules and addenda to this Master Eq uity Lease Agreement. Lessor will , on or about the date of delivery of each
Vehicle to Lessee , send Lessee a Schedule covering the Vehicle, which will include , among other things , a description of the Vehicle , the lease te rm and
the monthly rental and other payments due with respect to the Ve hicle. The terms contained in ea ch such Schedule will be binding on Lessee unless
Lessee objects i n writing to such Schedule within ten (10 ) days after the date of delivery of the Vehicle covered by such Sch edule . Lessor is the sole
legal owner of each Vehicle . This Agreement is a lease only and Lessee will have no r ight , title or interest in or to the Vehicles except for the use of th e
Vehicles as described in th is Agreement. Th is Agreement shall be treated as a true lease for federal and applicable sta te income tax purposes with
Lessor having all benefits of ownersh ip of the Vehicles . It is understood and agreed that Enter prise Fleet Managemen t, Inc. or an affiliate thereof
(together with any subservicer , agent , successor or assign as servicer on behalf of Lessor. "Servi cer") may administer thi s Agreement on behal f of
Lessor and may perform the service functio ns herein provided to be performed by Lessor.
2. TERM : T he term of this Agreement ("Term ") for each Vehicle begins on the date such Vehicle is delivered to Lessee (th e "Delivery Date") and ,
unless terminated earlier in accordance wi th the terms of this Agreement , continues for the "Lease Term " as described in the applicab le Schedule.
3. RENT AND OTHER CHARGES :
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will
be in the amount listed as the "Tota l Monthly Rental Including Ad ditio na l Services" on the applicable Schedule (with any portion of such amo unt
identified as a c harge for maintenance services under Section 4 of th e applicable Schedule be ing payable to Lessor as agent for Enterprise Fleet
Management, Inc.) and wi ll 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
fi rst day of a month , monthly renta l payments will begin on the firs t day of the nex1 month. In addition to the monthly rental payments , Lessee ag rees to
pay Le ssor 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 amo unt designated as "Deprecia tion Reserve " on the applicable Schedule, will be considered as a reserve for
depreciation and will be credited against the Delive red Price of the Ve hicle for purposes of co mputing 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 da te of the first monthly rent al payment under such
Schedule . Lessee agrees to pay Lessor the "Service Ch arge Due at Lease Termination " set fo rth i n each Schedule at th e end of the applicable Term
(whether by re ason of expiration , early termin ati on or otherwise).
(b) In the event th e Term for any Vehicle ends prio r to the last d ay of the scheduled Term, whether as a result of a default by Lessee , a Cas ualty
Occurrence or any other reason , the ren tals and management fees paid by Lessee will be recalculated in accordance wit h the ru le of 78's and the
adjusted amount will be payable by Lessee to Lessor on the term ination d ate .
(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 Vehic le over the greater of (i) the wholesale val ue of such Vehicle as determined by Lessor in good faith or (ii) except as provided
below , twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Sched ule . If the Book Value of such Vehicle is less than
the greater of (i) th e wh olesa le value of such Vehicl e as determined by Lessor in good fa ith or (i i) except as provided below , twe nty percent (20%) of th e
De livere d Price of such Ve hicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a term i na l rental adjustme nt
with in thirty (30) days after the end of the applicable Term . Notwithstanding the foregoing , if (i) the Term fo r a Vehicle is greate r than forty-eight (48)
months (incl uding any ex1ension of the Term fo r such Ve hicle), (ii) the mileage on a Ve hicle at the end of the Term is grea ter than 15,000 miles per year
on average (pro rated on a da ily basis) (i.e .. if the mileage on a Vehic le with a Term of thi rty -six (36) months is grea ter 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 sha ll be made without giving effect t o clause (ii) in each such sentence. The "Book V alue" of a Vehicle means the sum
of (i) the "De live red Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the tot al Depreciation Reserve paid by Lessee to Lessor with
respect to such Veh icle !ill& (i ii) all accrued and unpaid rent and /o r other amounts owed by Lessee wit h respect to such Vehi cle.
(d) A ny security deposi t of Lessee wil l be returned to Lessee at the end of the applicable Term , excep t that the deposit will fi rst be applied to any
losses and/or damages suffered by Lessor as a resu lt of Lessee's breach of or default under this Agreement and/or to any other amounts then owed by
Lessee to Lesso r.
(e) Any rental payment or other amou nt owed by Lessee to Lessor wh ic h is not paid within twenty (20) days after its due date will accrue interest.
payable on demand of Le ssor, from the date due unti l paid in full at a r ate per annum equal to th e lesser of (i) Eighteen Percent (18 %) per annum or (ii)
the highest ra te permitted by applica ble law (the "De fault Rate").
(f) If Lessee fai ls to pay any amount due under this Ag reement or to comply with any of th e covenan ts contained in th is Agreement , Lessor ,
Servicer or any oth er agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incu rred by Le ssor in
connection th erewith will be repayable by Lessee to Lessor upon demand together with interes t thereon at the Default Rate .
(g) Lessee 's ob lig ations to make all payments of rent and other amounts unde r this Agre ement are absolute and unconditional and such payments
shall be made in immediately available fund s without setoff, counterclaim or deduction of any kind . Lessee acknowledges and agrees tha t neither any
Casualty Occurre nce to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the
ca use or conseq uence nor any breach by En terprise Fleet Management , Inc . of any maintena nce ag ree ment between Enterpri se Fleet Management .
Inc. and Lessee covering any Vehicle regardless of the cause or co nsequence will re l ieve Lessee from the performance of any of its obligations under
th is Agreemen t, including , without limitation. the payment of ren t and other amounts under th is Agreement.
4 . USE AND SURRENDER OF VEHICLES : Lessee agrees to allow only duly authorized , licensed and insured drivers to use and opera te the Vehicles .
Lessee agrees t o comply with , and ca use its drivers to comply with , all laws , statutes. rules , regulations and ordinances and the provisions of all
insurance po l icies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all l iens , charges and
encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transpo rt ing 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 wi ll
be utilized as a "school bus" as defined in the Code of Federa l Regulations or any applicab le state or municipa l statute or reg ulati on. Lessee agrees not
to remove any Vehicle from the co ntinental Un ited States with ou t fi rst ob taining Lessor's written consent. A t the expi ration or earl ier termina tion of this
Agreemen t with resp ect to each Ve hic le , or upon demand by Lessor made pursua nt 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 fai ls to return any Vehicle to
Lessor as and when re quired in accordance with thi s Section , Lessee agrees to pay Lessor ad ditional rent for such Vehicle at twice the normal pro-ra ted
daily rent. Acceptance of such additiona l ren t by Lessor wi ll in no way l imit Lessor's remedies with respect to Lessee's fai l ure to return any Vehicle as
required hereund er.
lmuals· EFM ___ Cust __ _ Pa ge 1
5. COSTS, EX PENSES , 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 th e income of Lessor) incurre d in connection wtth the t itli ng , registration , delivery, purchase , sale , rental , use or
operation of the Vehicles during the Term . If Lessor. Servicer or any other agent of Lessor i ncurs 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 destgnated by Lessor at Lessee 's expense. Certain other charges
relating t o the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental , treated as an initial
cha rge or ot herwise charged to Lessee. Such cha rges have been determined without reduction for trade -in, exchange allowance or other credit
attri butabl e to any Lessor-owne d ve hicle.
7 . REGISTRATION PLATES, ETC .: Less ee agrees . at its expe nse. to obt ain in the name designated by Lessor all re gistrati on plates and other plates,
permits, inspections and/or licenses required in connection with the Ve hicles , except for the initial re gistration plates which Lessor wi ll obtain at Lessee's
expense . The parties agree to coopera te and to furnish any and all information or documentation, which may be reasonably necessary for compliance
with the provisions of this Section or any fe deral, state or local law , rule , regulation or ordtnance . Lessee agrees that it will not permit any Vehtcle to be
located in a sta te other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehtcle to become
subject to the titling and/or registration laws of such other state .
8. MAINTENANC E OF AND IMPROVEMENTS TO VE HI CLES :
(a) Lessee agrees, at its expense . to (i) maintain the Vehicles in good conditio n. repatr, maintenance and running order and in accordance with all
manufacturer's instructio ns and warranty requirements and all legal requirements and (ii) furnish all labor, matenals, parts and other essentials re quired
for the proper operation and maintenance of the Vehtdes. Any a~erat ions , add itions , replacement parts or improvements to a Vehicle will become an d
remain the property of Lessor and will be retu rned with such Vehicle upon such Vehicle 's re turn pursuant to Section 4 . Notw ithstanding the foregoing ,
so long as no Event of De fault has occurred and is con tinuing, Lessee shall have the righ t to remove any additional equipment installed by Lessee on a
Ve hicle prior to returni ng such Ve hicle to Lessor und er Section 4 . T he value of such alterations, additions, replacement parts and im provements will in
no instance be regarded as rent. Without the prior wri tten consent of Le ssor, Lessee will not make any alterati ons, ad ditions, rep lacement pa rt s or
Improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repai rs or replacements
of any nature or descript ion 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 fo r ma intenance, (i) the Vehicle(s) covered by
such Schedule are su bject to a separate maintenance agreement between Enterprise Fleet Management , Inc. and Lessee and (ii) Lessor shall have no
liabilit y or respo nsibility for any failure of En te rprise Fleet Management , Inc . to perform any of its obligations thereunder or to pay or re imburse Lessee
for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle (s).
9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
(a) LESSEE ACCEPTANCE OF DE LI VERY AND USE OF EACH VEHICLE WILL CONCL USIVELY ESTABLISH THAT SUCH VEH ICLE 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 RE SP ECTS AND IS SUI TABLE FOR LESSEE'S PURP OSE. LESSEE ACKNOWLEDGES THAT LESSOR
IS NOT A MA NU FACT URER OF ANY VE HI CLE OR AN AGENT OF A MAN UFACTURER OF A NY VEHICLE.
(b) LESSO R MAKES N O REPRESENTATI ON OR WAR RA NT Y OF A NY KIND, EXP RESS OR IMPLIED, W ITH RESPECT TO ANY VEHIC LE,
INCLUDING , WITHOUT LIM ITATION , ANY REPRESENTATION OR WARRANTY AS TO COND ITIO N . MERCHANTAB ILI TY OR FIT NESS FOR AN Y
PARTICULAR PURPOSE. IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BOR NE BY LESSEE. THE VE H IC LES ARE LEASED "AS IS ,"
'WITH ALL FAULTS ." All warranties made by any supplier, vendor and /o r 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 supplie r , vendor or manufacturer of the Vehtcle .
(c) None of Lessor, Servtcer or any other agent of Lessor will be liable to Lessee for any liability , claim . loss, damage (d trect . mctdental or
consequent ial) or expense of any kind or nature , caused directly or ind irectly , 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 repatr , servicing or adjus tment of or to any V ehicle, or any delay
m providing or failure to provtde any Vehicle , or any mterruption 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 wtll have any liability to Lessee under this
Agreement or under any order authonzation 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 ag rees to bear the en tire risk of loss of , theft of , damage to or destruction of any Vehicle from any cause
whatsoever ("Casualty Occurre nce"). In the event of a Casua lty Occurre nce to a Ve hicle, Lessee shall give Lessor pro mpt notice of the Casua lly
Occurrence and th ereafter will place the applicab le Ve hicle in good repair, condition and w ork ing order; provided , however, that if the appl icable Vehicle
is determined by Lessor to be lost. stolen, destr oyed or damaged beyond repair (a "Totaled Ve hicle "), 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 wtth respect to such Totaled Vehicle
11 . INSURANCE:
(a) Lessee agrees to purchase an d main tain 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 satis factory to Lessor, insuring Lessee . Lessor and any other person or entity des ign ated
by Lessor agatnst any damage , clatm , suit , action or liability ·
(i) Commercial Automobile Liability Insurance (tncluding UninsurediUnderinsured Motorist Coverage and No-Fault Protection where req uired
by law) for the limits listed below (Note -55 ,000 ,000 Combined Single Limit Bodily ln1ury and Property Damage with No Deduct ible ts required for
each Vehicle capable of transporttng more than 8 passengers):
State of Vehicle Registration
Connecticut , Massach use tts, Mai ne , New Hampshire, Ne w
Jersey, New York , Pennsylvania , Rhode Island , and Vermont
Florida
Coverage
$1 ,000,000 Comb ined Single Limit Bodi ly Injury and Property
Damage -No De ductible
5500.000 Combined Single Limit Bodily Injury and Property
Damage or 5100 ,000 Bod ily Injury Per Person, 5300 ,000 Per
Occurrence and $50,000 Property Damage (100/300150) -No
Deductible
All Other States 5300.000 Combined Single Limit Bodily Injury and Property
Damage or 5100 ,000 Bodily Injury Per Person , 5300,000 Per
Occurrence an d $50 ,000 Property Damage (100/300150) -No
Deducttble
(ii) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle . Maximum deductible of 5500 per
occurrence -Co llision and $250 per occurrence -Comprehensive).
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If the requirements of any governmental or regulatory agency exceed the minimums stated in thi s Agreement . Lessee must obtain and ma intain the higher
insurance requirements . Lessee agrees that each required pol icy 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 the ir respective interests may appear. Further, each such insurance pol icy
must provide 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 en tity 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 po licies of insurance 1n the event of any loss of or damage to any Vehicle and (iii) that the coverage is ·primary
coverage" for th e pro tection of Lessee, Lessor. Servicer, any other agent of Lessor and their respective successors and ass igns notwiths tand ing an y other
coverage carried by Lessee , Lessor, Servicer , any other agent of Lessor or any of their res pective successors or assigns protecting against simi lar ri sks .
Original certificates evidencing such covera ge and naming Lessor, Servicer. any other agent of Lessor and any other person or ent ity des ignated by Lessor
as additional insureds and loss payees s hall be fum1shed to Lessor prior to the Oelivery Date, and annually thereafter and/or as re asonably requested by
Lessor from time to time . In the even t of default, Lessee hereby appoints Lessor , Servicer an d 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 act1ons necessary to pursue insurance cla1ms 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 insura nce carriers in the
investigation, de fense and prosecution of all claims or suits arising from the use or operat1on of any Vehicte . If any cla im is made or action commenced for
death, personal injury or property damage resulti ng from the ownership, ma intenance , use or operation of any Vehide , Lessee will promptly not1fy Lessor of
such action or c laim and forward to Lessor a copy of every demand, notice , summons or other process received in connect1on w1th such daim or action.
(b) Notwi ths tanding the provisions of Section 11 (a) above : (i) if Section 4 of a Schedule includes a charge for physical damage wa 1ver, Lessor
agrees tha t (A) Lessee will not be required to ob tain or maintain the mi nim um physical damage insurance (collision and comprehensive) required under
Section 11 (a) for the Vehicle(s) covere d by such Schedu le and (B) Lesso r will ass ume the risk of physical damage (coll ision and comprehens ive) to the
Vehicle(s) covered by such Schedu le ; provided, however, tha t such phy sical damage waiver sh all not apply to, and Lessee sha ll be and remain lia ble
and responsible for, damage to a covered Vehicle caused by wear and tear or mechan1cal breakdown or fa ilure , damage to or loss of any parts.
accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property
and/or personal effects contained 1n a covered Vehicle In the event of a Casualty Occurrence to a cove re d 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 Sche du le includes a charge for commercial automobile lia bility 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 commercia l automobile liability insurance policy issued by an
insurance company selected by Lessor, commercial automobile liability insurance satisfymg the minimum commercial automobile liab ili ty insurance
required under Section 11 (a) for the Vehicle(s) covered by such Schedule . Lessor may at any time during the applicable Term term inate sa1d obligation
to provide physical damage waiver and/or commerc1al automob ile liability enrollment and cancel such phys1cal damage wa1ver and /or commercial
automobile liability enrollment upon giving Lessee at least ten (1 0) days prior written notice. Upon such cancellation , insurance 1n the minimum amounts
as set forth in 11 (a) shall be obtained and maintained by Lessee at Lessee's e xpense . An adjustment will be made in monthly rental charges payable by
Lessee to reflect any such change an d Less ee ag rees to furnish Lessor wi th satisfactory proof of insurance coverage within ten (1 0) days after mailing of
the not ice. In add it ion. Lessor may cha ng e the rates charged by Lessor under this Sect ion 11 (b) for physical damage wa iver and/or commercial
automobile liability enrollment upon giving Lessee at least thirty (30) days prior written notice .
12. I NDEM NI TY : 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 ass1gns from and against any and all losses . damages, liabiht1es , 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 res pective successors or
assigns may incur by reason of Lessee 's breach or VIOlation of, or fail ure to observe or perform , any term , provision or covenant of th is Agreement , or as
a result of any loss . damage , theft or destruct ion 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
righ ts . privileges, and immunit ies of Lessee and the foregoing indemnity provision is not Inten ded to be a wa iver of any sovereign immunity afforded to
Lessee pursuan t to the law.
13. INSPECTION OF VEHICLES ; ODOMETER DISCLOSURE; FI NA NCIAL STATEMENTS : Lessee agrees to accomplish , at its expense , all
inspections of the Vehicles required by any governmental authori ty during the Term . Lessor , Servicer, any other agen t of Lessor and any of their
respective successors or assigns will have th e right to inspect any Ve hicle at any reasonable time(s) during the Term and for this pu rpose to enter into or
upon any bu ilding or place where any Vehi cle is located . Lessee agrees to comply wi th all odome ter disclosure laws , ru les and regulations and to
provide such written and signed disdosure information on such forms and in such manner as directed by Lessor. Providing fa l se information or failure to
complete the odometer disclosure form as req uired by law may result in fines and /or imprisonment. Lessee hereby agrees to promptly deliver to Lessor
such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request
14. DEFAULT; REMEDIES : The following shall constitute events of default ("Events of Oefaull") by Lessee under this Agreement: (a) if Lessee fa ils 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 , provis ion or covenant cont ained i n Section 11 of thiS Agreement ; (c) if Lessee fails to perform , keep or observe any
other term , provision or covenant contained in th is Agreement and any such failure shall remain unremed ied for th irty (30) days after wntten notice
thereof is given by Lessor , SeMcer 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 Veh1cle unsuitable for use (as determined by Lessor); (e) If any present or future guaranty i n favor of
Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be
declared to be null and void by a court of compe tent jurisdiction, or if the va lidity or enforceabi lity of any such guaranty shall be contested or denied by any
guarantor, or if any guarantor shall deny tha t it, he or she has any further liability or obligation under any such gua ranty or if any guarantor shall fa il to comply
wi th or observe any of the terms , provisions or conditions contained in any such guaranty ; (f) the occurrence of a material adverse cha nge in the financial
condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor is In default under or fails to comply with any other present or fut ure
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 exerc1se concurrently or separately (and w1th out any
election of remedies being deemed made), the following remedies : (a) Lessor may demand and rece ive Immediate possession of any or all of the
Vehicles from Lessee . without releasing Lessee fr om 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 sustai ned by Lessor, Servicer. any
other agent of Lessor or any of their respect ive successors or assigns by reason of Lessee's default including , to the exten t permitted by applicable law .
all costs and expenses. including court costs and reasonable attorneys' fees and expenses, incurred by Lesso r. Servicer, any other agent of Lessor or
any of their respective successors or assig ns in attempting or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is
commenced) and/or in connection with bank ru ptcy or insolvency proceedings ; (d) upon written not ice to Lessee, Lessor may termi nate Lessee's rights
lmuals EFM ___ Cust __ _ Pa ge 3
under this Agreement; (e) w1th respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of
th1s Agreement (and , if Lessor does not recover possess1on of a Vehicle , (i) the est1mated wholesale value of such Vehicle for purposes of Section 3(c)
shall be deemed to be $0.00 and (ii) the calculations descnbed 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 m ay exercise any other right or remedy which may be ava ilable to Lessor under the Uniform Commercial
Code, any other applicable law or i n equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any term ination
shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such terminatio n or Lessee's obligation to pay any
indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative .
15. ASSIGNMENTS : Lessor may from time to time assign , 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 , pledgee or transferee of any rights
or obligations of Lessor under th is Agreement will have all of the rights and obligations that have been assigned to it. Lessee 's rights and interest in and
to the Vehicles are and will continue at all t imes 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
Vehicl es so long as no Event of Default under this Agreement has occurred and is continuing . Lessee acknowledges and agrees thai 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 destruct ion of any Veh1cle 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 indebted ness or liability howsoever and whenever aris ing of the Lessor or any of 1ts 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 perm it its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance . Lessee's
interest in this Ag reement is not assignable and cannot be assigned or t ransferred by operation of law. Lessee will not transfer or rel inquish possession
of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor .
16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties . This Agreement may only be amended or modified by an
instrument in writing executed by both parties . Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rig hts or
remedies under this Agreement and no waiver whatsoever shall be valid unless in writ1ng and signed by Lessor and then only to the extent therein set
forth . A waiver by Less or of any right or remedy under this Agreement on any one occasion shall not be construed as a ba r to any ri ght 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 proVIs ion is
in valid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby G iving of all
notices under this Agreement w111 be sufficient if mailed by certified mail to a party at1ts address set forth below or at such other address as such party
may provide in writing from lime to time. Any such notice mailed to such address will be effective one (1) day after deposit in the Umted 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 f acsimile and pdf counterparts), but the counterpart marked "ORIGINAL· by Lessor will be the original lease
for purposes of applicable law. All of t he representations, warranties. covenants . agreements and obligations of each Lessee under this Agreement (if
more than one) are joint and seve ral.
11. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be bi nding upon Lessee and its
heirs. executors , persona l 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 w111 be governed by and construed 1n 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 , pri or to the date which is one year and one day after payment 1n full of all
indebtedness of Lessor, it shall not institute against, or join any other person in institutmg against , Lessor any bankruptcy, reorgamzat1on , arrangement,
insolvency or liquidation proceedings or other similar proceeding under the laws of the Un1ted States or any state of the Un ited States. The provis ions of
this Section 18 shall survive term in ation of this Master Equ1ty Lease Agreement.
19. NON-APPROPRIATION : Lessee 's fund ing of this Agreement sha ll be on a Fiscal Year basis and is subject to annual appropriations . Lessor
acknowledges that Lessee is a munici pal corporation , is precluded by the County or State Constitution and other l aws from entering into obligations that
financially bind fut ure govern ing bodies . and t hat , therefore . nothing in this Agreement shall constitute an obligation of future legislative bodies of the
County or State to appropriate funds for pu rposes of th is Agreement. Acco rdingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contmgent upon appropnation of funds . The parties further agree t hat should the County or State fa il to appropriate such
funds, the Lessor shall be paid all rentals d ue and owing hereunder up until the actual day of termination. In addition , Lessor reserves the right to be
pa1d for any reasonable damages These re asonable 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 schedule d term (as determined in Sect ion 3 and Section 14 of this Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed th is Master Equity Lease Agreement as of the day and year first above written .
LESSEE: City of Temple City
By :
Title:
Address:
Date Signed :
9701 Las Tunas Drive
Temple City, CA 91780
-----------------·-----
lmuals EFM ____ Cusl __ _
LESSOR:
By
By :
Title:
Address :
Date Signed
Pa ge 4
Enterprise FM T rust
Enterprise Fleet Management, Inc., its attorney 1n fact
Dan Simonelli
RSM
17210 S. Ma in St. Ste.1 03
Gardena, CA 90248
-----------------·-----
SELF -I NSU RANCE ADDE NDUM TO MASTER EQUITY LEASE AGREEMENT
(Ph ys ical Damage and Liabi li ty)
Th1s Addendum is made to the Ma ster Equ ity Lea se Agree ment dat ed the twe nty -fourth d ay of Marc h, 2015 , as amended
(the "Agreement"), by and between Ente rprise FM Trus t, a Dela ware statu tory tru st ("Lessor"), and th e lessee whose name is set forth on th e
signat ure line below ("Lessee")
Th1s Addendum IS attached to and made a part of the Agreement (mcl udin g each Schedule to the Agreement) All
ca pita li zed term s used and not othermse defin ed herem shall ha ve the rcspcct1 ve meamng s asc nbcd to th em m the Agreeme nt
Notwi th stand ing the proviSIOns of Section II of th e Agreeme nt, Lessee shall be permmed to assume and self-msure the
ri sks set forth in Section I I o f the Agreem ent and shall not be req uired to purchase or mamtam any insurance policy of any kmd wit h respect to
any Vehicle , provided ho wever, tha t if any Fede ral , stat e, loca l or oth er law , statu te, rule , regula t ion or ordin ance requires Les see to maintam any
amo unt of insurance \\1th respect to an y Veh1c le , Lessee shall pur chase and mam tam suc h amoun t of In surance m the form of an in suran ce policy
wh ich co mplies in all respec ts , oth er than th e am ount of msurance req uired , wi th Section II of the Agreement
Notw it hstan din g th e forego in g, 1f (I) Less or , at any t ime m 1ts goo d fait h j ud gment , IS not sat isfied wit h th e conditi On ,
prospect s or performances , financ ia l or oth erwise. of Lesse e or (2) an y default or event of defa ult occurs under th e Ag reement, than Lessor may ,
at 11s option , revoke th 1s Addendum and termmat e Lessee's nght to self-msure by prov1dmg Lessee with at leas t thirty (30) days pnor \VTilte n
noti ce thereof Upon th e termmatl on of Lessee's nghtto self-msu re, Lessee shall compl y 111 all respec ts w1th Sec ti on II of th e Agreeme nt
Excep t as amended hereby, all the terms and prov1s1ons of th e Agreemen t shall remam m full force and effect . In the event
of any confliCt between thi S Adden dum and th e Agreeme nt or any of the Schedules , the terms and pro viSIOn s ofth1s Addendum w11l govern and
con trol
LESSEE . City ofTemple City
By ·
Titl e:
Date S1gned _________ _,
Initia ls · EF M ___ Cust __ _ Page I
LESSOR
By
By
T1tle
Enterprise FM Trust
Enterprise Fl eet Management, In c , 11 s attome)' m fact
Dan Si monell i
RSM
Date S1gned _________ _,
MAI NTENAN C E MANAG EMENT AND FLEET RENTAL AGR EE M ENT
This Agreement is entered into as of the twenty -fourth day of March , 2015 , by and between Enterprise Fleet Management. Inc . a Missouri
corporation , doing business as "Enterprise Fleet Management" ("EFM"), an d City of Temple City (the "Company").
WIT E ET II :
I. EN T E RPRISE CA RD : Upon request from the Compa ny. EFM will prov ide a dri ver in formatio n packet o utlin ing it s ve hicle
main tenance program (the "Program'') and a card ('·Card") for each Compan y vehi c le in cl uded in the Company's request. All
dri vers of vehi cles subject to this Agre ement must be a reprcscntati\ e of the Company. its subs idiaries or affiliates. All Cards
issued by EFM upon request of the Company sh all be s ubject to th e term s of this Agreemen t and the responsi bi lity of the
Company. A II Cards shall bear an expiration date .
Card s issued to the Compan y sha ll be used by the Co mpan y in accordan ce "ith this Agreement and limited sole ly to purchas es of
certain products and se rvice s for Company vehicles . which arc included in the Program . The Program is s ubje ct to all o ther EF M
in structions , rul es and re g ulations which may be re vised from time to time by EF M. Card s s hall rema in the property of EFM and
returned to EFM upon expiration or cancellation .
2. EHI C LE R E PAIR AN D SE RVI CE: EFM \\ill provide purchase order co ntrol by phone or in wri tin g authorizing charges
for repairs and servic e over $75, or such other amou nt as may be e stablished by EFM from time to time under the Program. All
charges for rep airs a nd services will be im oiced to EFM. Invoic es "ill be re viewed by EF M for accuracy . proper appl ic ation of
potential manufac turer's wa rr anties, application of poten tial dis co unt s and unnecessary. unauth o rized repairs.
otwith standin g the above, in the event the repairs and service arc the re sult of damage fr om an accident or ot her non-
maintena nce related ca use (incl udi ng g lass claims), these mailers will be referred to the Company's Fleet Manager. If the
Company prefer s th at EF M hand le the damage repai r. th e Company agrees to assign the administ rat ion of the maller to EFM.
EF M wi ll administer suc h claims in it s di screti on. The fees for th is service will be up to $125.00 per c laim and the Com pan y
agrees to reimbur se for repairs as outlined in thi s ag reement. If the Company desires the ass istance o f EFM in rcco\ering damage
amou nt s from at fault third parties. a Ve hi cle Ri s k Management Agreemen t mu s t be on tile for the Co mpany .
3. BILLI NG A ND PAY 1 E 'T : All audited im o ice s pa id by EFM on behalfofthe Com pan) \\ill be consolidated and sub mitted
to the Co mpany o n a single monthly in vo ice for the e ntire Company Oeet covered under th is Agreement. The Company is lia ble
for. and will pa y EFM within ten (I 0) day s afler receip t of an in voic e or statement for. all purchases invoiced to the Company by
EFM. which were paid by EFM fo r or on behalf of the Compan y. EFM wi ll be entitled to retain for it s own account. and treat as
being paid by EFM fo r purp os es of thi s Agreement, any di scounts it receives from a su pplier with re spe ct to s uch pu rchases
wh ich are based on the overa ll vo lume of bu s iness EFM pro vides to s uch s uppl ier and not so lel y the Com pany's business. EFM
will exerc ise due care to preve nt additi o nal charges from being incurred o nce the Co mpan y ha s notified EFM of its des ire to
cancel any outs tandin g Ca rd under thi s Agreement. The Compan y will usc its bes t efforts to o btain and return an y such cance ll ed
Card.
4. R EN TAL VEH IC L E : The Card will auth o ri ze the Company's repre se ntati ve to arrange for ren tal ve hicles with a s ubs idia ry of
Enterpri se Rent -A-Car Co mpan y for a maxi mum o f two (2) days wi th o ut prior auth oriation. Exte ns ions beyond two (2) da ys
must be granted by an EFM representati ve . The Com pan y ass umes a ll re s pon sibility for all rent a l agreement s arranged by EFM
"ith a subsid iary of Enterpri s e Rent -A-Car Compan y through an E FM representati ve or through the use of the Card. All drive rs
mu st be at least 21 years of age , hold a 'a lid dri ve r's license. be an employee of the Company o r authorized b)' the Co mpan y
through establi s hed resen at ion procedures and meet other applicable requirement s o f the app li cab le s ubsidiary of Ente rpri se
Rent-A -Ca r Company.
5. NO WARRANTY : EF M MA KES NO REPRESEN TAT ION OR WARRAN T Y OF A Y KIND. EXPRES OR IMPL IED,
WIT H RES P ECT TO PRODUCT S, REPA IR OR ERV ICES PROVIDED FO R U DER THIS AGREEMENT BY T II IRD
PART IES, INCLU DI G , W ITHOUT LIM ITAT ION. ANY RE PRESEN TATIO OR WARRA TY A TO
MERCHA TAB ILITY. COMP LI ANCE WITH SPEC IFI CA TIO OPERAT IO . COND ITIO , UITA BILITY,
PERFORM A CE. Q UALI TY OR FIT E FOR USE. An y defect in the performance of any produc t, rep ai r or sen ice will not
relie'e the Comp any from its ob lig ations under this Agreement. including \\ithout limitation the pa yment to EFM of mo nthl y
imoices.
6. CANC ELLATION: Either party may ca ncel any Card under thi s Agreement or thi s Agreemen t in it s entirety at any time by
gi ving wrill en notice to the other party. The cance ll ati o n of any Card or termination o f th is Agreeme nt will not affect any rights
or o bliga ti ons under thi s Agreemen t, which shall ha ve previou s ly acc rued o r shall ther eafte r arise wi th re spect to any occ urrence
prior to such cance llation or te rmi na ti on. A Card sha ll be immediatel y returned to EFM upo n cancel lat ion to: Ent erpri se Fleet
l n111als EFM ___ Cust___ Pa ge I
Management, 600 Corporate Park Dri ve, t. Louis. MO 63 105, Attention: Enterprise Card Department. Notice to EFM regardi ng
the ca nce llation of any Card s hall spec ifY the Card numbe r and identifY the Company's representati ve. In the case of a termi nated
representati ve, s uch notice s hall inclu de a brief desc r iptio n of the efforts made to reclaim the Card.
7. NOT I CES: All not ices of cancel lation o r termi nation un de r th is Agreement sha ll be mailed postage prepaid by registered or
certified mail , or sen t by express over ni ght delivery se rvice , to the oth er party at it s address set fo rth on th e signa tu re page of this
Agree me nt or at such oth er ad dress as such party may provide in writing fr om time to ti me. Any suc h notice sent by mail wil l be
effective thre e (3) days after deposi t in th e Uni ted Sta tes mai l. duly addressed, with reg istered or ce rt ifi ed ma il post age prepaid.
Any such notice sen t by exp ress overnight delivery se rv ice will be effective o ne (I ) day aflcr deposit wit h such delivery ser v ice ,
dul y addressed, with delivery fees prepaid . The Company will promptl y notify EFM of any change in the Company"s address.
8. FEES: EFM will cha rge the Company for the service under thi s Agreement $8.00 pe r month per Card . plus a one time set -up fee
of$0.00.
9. M I SCELLANEOUS: This Ag reement may be amende d only by an agree ment in writing s igned by EFM and the Company.
This Agree ment is governed by the substantive laws of the tate of Mis so uri (determined witho ut refere nce to connict of law
princi ples).
IN WIT NESS WHEREOF . EFM and the Company have executed thi s Mainte na nce Management and Flee t Rental Agreement as of the day and
ye ar first above writt en.
Company: City of Temple Ci ty
By:
Title:
Address: 970 I Las T un as Drive
Temp le Ci ty, CA 9 1780
Date Signed: ____________ _
ln1ttal s EFM ___ Cust __ _
EFM:
By:
Title :
Add ress:
Enterp rise Fleet Management. Inc.
Dan imonetti
R M
172 10 S. Mai n St. Ste.l 03
Gardena . CA 90248
Date igned : __________ _
Page 2
MAINTENANCE AGREEMENT
Th is Maintenance Agreement (th is "Agreement") is made and entered into this twenty-fourth da y of Ma rch, 2015 , by Enterprise Fleet Manageme nt.
Inc ., a Missouri corporation ("EFM"), and City of Temple City ("Lessee ").
WITNESSETH
1. LEASE . Reference is hereby made to t hat certa in Master Equity Lease Agreement dated as of th e twenty-fourth day of March , 2015 , by and
between Enterprise FM Tru st , a Delaware statutory trust, as lessor ("Lessor"), and Lessee , as lessee (as the same may fr om time to time be amended ,
modified , exte nded , renewed , supplemented or res tated , 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 Agree ment shall only apply to those vehicles lease d by Lessor to Lessee pursuant to the Lease to the extent Section 4
of the Schedule for such vehicle i ncludes a charge for maintenance (the "Covered Vehicle(s )").
3. TERM AND TERMINATION. The term of th is Agreement ("Term") for each Covered Vehicle shall beg in on the Delivery Date of such Covered
Vehicle and shall co ntin ue until the last day of th e "Term " (as defined in the Lease) for such Co vered Ve hicle unless earlier terminated as set forth
be low . Each of EFM and Lessee shall each ha ve th e right to te rminate th is Agreement effective as of the last day of any ca lendar month with respect to
any or all of the Covered Vehicles upon not less than sixty (60 ) d ays prior written notice to the ot her party . The termination of th is Agreement with
respect to any or all of the Cove red Vehicles sha ll not affect any rights or obliga tio ns under th is Agreement which shall have pre viously accrued or shall
thereafter arise with respect to any occu rren ce pri or to term ination, and such rights and obliga tions shall continue to be governed by the terms of this
Agreeme nt.
4. VEHICLE REPAIRS AND SERVICE. EFM agrees that . during the Term for th e applicable Covered Veh icle and subject to the terms and co nd itions
of this Ag reemen t, it will pay for. or rei mburse Lessee for its payment of, all costs and expenses incurred in connection with th e ma intenance or repair of
a Covered Ve hi cle. This Agreement does not cover, and Lessee will remain responsib le for and pay for , (a) fu el , (b) oil and other flui ds between
changes. (c) tire repair and replaceme nt, (d ) wash ing , (e) repai r of damage due to lack of ma inten ance by Lessee be tween scheduled services
(includ ing , without lim itation , failure to maintain flui d levels). (f) maintenance or repai r of any alterations to a C overed Ve hicle or of any after-market
componen ts (this Agreement covers ma intenanc e and repair only of the Covered Vehicles themselves and any fa ctory -installed components and does
not cover ma intenance or repair of chassis al tera ti ons , add-on bodies (includ ing , without limitatio n. step vans) or oth er equipment (i ncl ud ing , wi th out
limitation , lift ga tes and PTO controls ) which is installed or modified by a dea ler, body shop, upfitter or anyone else othe r 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, rio t,
explosion , other Acts of God , an object striking the Covered Ve hicle, improper use of the Covered Vehicl e (including . wi th out limitation . driving over
curbs, overloading, racing or other competiti on) or Lessee 's failure to mai ntain the Covered Vehicle as required by the Lease , (h) roadside assistance or
towing for ve hicle maintenance pu rposes , (i) mobile services , (j) the cost o f loaner or renta l vehicles or (k) if the Covered Vehicle is a truck , (i) manual
tra nsmissio n clutch adjustment or replacement, (ii) brake ad justment or repl acement 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 authorize d dea ler of such Covered Vehicle or by a service facility
acceptable to EFM . In every case , if the cost of such service wil l exceed $50 .00 , Lessee must notify EFM and obta in 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 ag rees 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 orde r).
EFM will not be obligated to pay for any unauthorized charges or those exceeding $50 .00 for one se rvice on any Covered Ve hicle unless Lessee has
co mplied with the above terms and cond iti ons . EFM wi ll not have any responsibility to pay fo r any services in exce ss of the services recommen ded by
the manufacturer. unless otherwise agreed to by EFM . Notwithsta nding any oth er provis ion of th is Agreement to the contrary, (a ) all service performed
within one hundred tw e nty (120) days prior to the l ast day of the scheduled "Term " (as defined in th e Lease ) for the applicable Covered Vehicle must be
authorized by and have the prior consent and approval of EFM and any service not so autho rized wi ll be the responsibility of and be pa id for by Lessee
and (b) EFM is not required to provid e 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 autho rization ca rd (the "EFM Ca rd") for use in authorizing the payment of
charges incurred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be l iable to EFM for , and up on receipt of a monthly or
other statement from EFM , Lessee agrees to promptly pay to EFM, all cha rges made by or fo r the account of Lessee with the EFM Card (other tha n any
cha rges which are the responsibility of EFM und er the terms of this Ag reement ). 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 an d EFM may revoke Lessee's right to possess or use the EFM Ca rd at any
time . Upon the termination of this Agreeme nt or upon the demand of EFM , Lessee must re tu rn the EFM Card to EFM . The EFM Card is non-
transferable .
6. PAYMENT TERMS. The amo unt of the monthly maintenance fee wi ll be listed on the appl icab le 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 Veh icle is other than the fi r st day of a calen dar month, Lessee will pay EFM , on the
fi r st day of the Term for such Covere d Vehicle, a pro-rated ma intenance fee for the number of days that the Delivery Date precedes the first monthly
ma inte nance fee payment date . Any monthly maintenance fee or other amount owed by Lessee to EFM under th is Agreement which is not paid with in
twenty (20) days after its due date wi ll accrue interest , payable upon demand of EFM . from the date due unt il pa id in full at a ra t e per annum equal to the
lesser of (i) Eig ht ee n Percent (18 %) per annum or (ii) the highest r ate allowed by appl icable la w. The mont hl y mai ntenance fee set forth on each
applicable Schedule allows the number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM at the end of the appl icable Term
(w hether by reason of term ination of this Ag reement or otherwise) an overmileage maintena nce fee for any miles in excess of th is average amount per
month at the ra te set forth in the appl icable Schedu le . EFM may , at its option , permit Lessor, as an agent for EFM , to bi ll and collect amounts d ue to
EFM under this Agreement from Lessee on behal f of EFM .
7. NO WARRANTIES. Lessee acknowledg es that EFM does not perform main tenance or re pair services on the Cove red Vehicles but rathe r EF M
arranges for maintenance and/o r repa ir services on the Covered Veh icles to be performed by third parties . EFM MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, W ITH RESPECT TO ANY PR ODUCTS , REPA IRS OR SERVICES PROVIDED FOR UNDER
THIS A GREEMENT BY THIRD PARTIES , INCLUDING, WITHOUT LIMITATION . ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY, FITNESS FOR A PARTI CULAR PURPOSE , CO MPLIANCE W IT H SPECIFICATI ON S, OPERATION , CONDITION , SU ITAB ILITY ,
PERFORMANCE OR QUALITY . AN Y DEFECT IN THE PER FORMANCE OF ANY PRODUCT, REPAIR OR SERVICE W ILL NOT RELIEV E LESSEE
OF ITS OBLIGATI ONS UNDER THI S AGREEME NT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTE NANCE FEES AND OTHER
CHARGES DUE UNDER THIS AGRE EMENT.
In itial s: EFM ___ Cust __ _ Page I
8. LESSOR NOT A PARTY. lessor is not a party to. and shall have no rights . obligations or duties under or in respect of. th1s Ag reement
9 . NOTICES. Any not1ce or other communication under this Agreement shall be in wnting and delivered in person or sent by facsimile , recogn ized
overnight courier or registered or certified mail, return rece1pt 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 facs1m ile number as any party hereto may designate as 1ts add ress or
facsimile number for communications under this Agreement by notice so given Such not1ces shall be deemed effective on the day on whi ch delivered or
sent if delivered in person or sent by facsimile, on the first (1st) business day after the day on which sent , 1f sent by recogmzed ovem 1ght courier or on
the third (3rd) business day after the day on which mailed, if sent by registered or cert1fied 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 unenfo rceable in any
jurisdiction shall . as to such jurisd ict ion , be ineffective only to the extent of such prohibition or unenfo rcea bility without invalidating the rema ining provisions of
lh1s Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction . This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns , except that lessee may not assign , t ransfer 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
substant ive laws of the State of Missouri (without reference to conflict of law principles ).
IN WITNESS WHEREOF. EFM and lessee have executed th is Maintenance Agreement as of the day and yea r first above written .
LESSEE: City of Temple C ity
By
T itle :
Address: 9701 las Tunas Drive
Temple City, CA 91780
A ttention :
Facsimile No .:
Date Signed : -----------------·-----
lmuals EFM ___ Cust __ _
EFM : Enterprise Fleet Management, Inc.
By: Dan Simonetti
Title· RSM
Address: 17210 S. Mai n St. Ste.1 03
Gardena, CA 90248
Attention :
Facsimile No.:
Date Signed
Pa ge 2
ENTERPRISE FLEET MANAGEMENT I WRIGHT EXPRESS ACCOUNT APPLICATION
1) The undersigned applicanVbuyer ("Applicant") represents that the Information g1ven 1n thiS application IS complete and accurate and aulhonzes Card Issuer to
check w1th cred1t report1ng agenCies , credit refe rences and other sources disclosed to confirm Informa tion given, 2) Applicant requests a bus~ness charge
account, 1f approved for cred1t, and one or more bus1ness charge card s from the card 1ssuer, wh1ch 1s Wright Express F1nanc1al Serv1ces Corporation ("Card
Issuer'"), 3) Applicant agre es to the terms and con ditions set forth 1n the Business Charg e Account A greement prov1ded wtth th1s application and/or prov1ded w1th
the bus~ness cha rge card(s) Use of any card iss ued pursuant to th1s application confirms Applicant's agreeme nt to sa 1d terms a nd conditions, 4) If th is Account
IS for a partn ershi p or a pro pnetorsh1p, a pa rtner or prinapal must s1gn th1 s applicatiOn a nd the undersigned's personal cred1t w 111 be used 1n mak1ng a credit
deCISIOn and they h ereby authonze Card Issuer to obta in a consumer report. In the e vent that th1s application is den~ed based upon informat1on contained 1n a
consumer credit re port of the undersigned , they a uthonze the Card Issuer to report the rea son for the d enial to the Applican t D1rect 1nqumes of businesses
wh ere th e undersigned ma 1nta1ns accounts may also be made, 5) Applicant ag rees that 1n the event the account 1s not pa1d as ag reed, Card Issuer may report
the undersigned's lia bility for and the status of the account to credit bureaus and others who may lawfu lly rece1ve such Information 6) By prov1d1ng the phone
numbers below , you a uthonze us to contact you at any of these numbers regarding thiS application or any account opened as a result of thiS application
have any questions regard1ng th1s application , p lease call1 -888-313-9982.
If you
Full Legal Company Name of ApplicanVBuyer I Phone# I Fax#
Ci ty of Tem pl e City 6 26-285-217 1 626-285-81 92
Wnte compa ny name as you w1sh 11 to a ppe ar on ca rds L1m 1t of 20 characters 1nclud1ng spaces Unless spec1fied, no company name Will appear on cards
DDDDDDDDDDDDDDDDDDDD
DBA or AKA I Subs1d1ary of Applicant's Taxpayer ID #(TIN, FEIN or SSN)
Hea dquarte rs Na me. Phys1cal Address and Pho ne # (Do not 1nclude PO Box) SIC Code or Type of Bus1ness
Billing Contact I Billing A ddress I City I Sta te I Z1p+4
9701 Las Tunas Dri ve Tem ple City CA 91780
Pnnapal(s)/Aulhonzed Officer(s) Title(s)
In Bus~ness S1nce (yyyy) I Yea r of I ncorporation (yyyy) I F1scal Yea r Start (mm)
Choose Card Typ e(s) I ;vg Monthly Fuel Expend itures Number of Vehicles
OAII Fuel Only O AII Unrestncted 0 Some of each
Complete this Section A c curately. Select One : 0 Corp oration 0 Partne rship 0 Proprieto rship 0 P Cor PA 0 L LC
Is this account for a company that has been incorporated less than thre e yea r s , a partnership, a p r oprie t orshi p , a profe ssio nal c orporation
or association, or a limi ted liability company? 0 No DYes (If YES, complete and attach the Pe rso nal Guaranty on page 2 .)
Des1gnate the person a uthonzed to receive all charge cards, reports, and other such Information we provide from t1me to lime and to take act1ons w1th respect to
your account and account access Th1s 1s also th e person des1gnated by your company to prov1de all fl eet vehicle , d nver and other Information we may request
By s1gn1ng below, you also (i) des1gnate representatives from your card program sponsor ("Sponsor") to have access to your account 1nformat1on 1n order to
faCilitate customer serv1ce and account m a1ntenance requests on your behalf, and (u) authonze the Card Issuer to accept account ma1ntenance requests and
other ~nstruct1ons from Sponsor on your behalf.
Authonzed Contact Name I Title I Phone# Fax#
Mailing Address (1 f d1fferent from b1ll1ng address) I City I State Zip+4
Ema1l address
0 Check here if business IS exempt from motor fuels tax (sales representa tive w1ll prov1de further details)
I NFORMAT IO N SHARING DISCLOSU RE: Ente rpnse Fleet Management, Card issuer or 1ts Affiliates may , to the extent allowed by la w , share Information
d1sclosed by or generated as a result of this applica tion to each othe r, and to me rcha nts accepung the card In addition , Information reg ard1ng your transactions
may be provided to accepting mercha nts or their serv1ce providers to facilitate discounts or other promotional campa1gns of 1nterest to you
Program Costs: $40 .00 one-time account setup fee , plus $2 .00 per card, per month.
Instructions: Complete and sign application. To speed processing, fax your appl i cation to us at
AUTHORIZED SIGNATURE REQUIRED
Any person signing on behalf of a bus~ness attests that the Applicant 1s a valid bus1ness entity. that . 1f applicable, the executiOn of thiS application has been d uly
authonze d by all nece ssary act1on o f A pp licant's govern1ng body, and that the unders1 gned IS authonzed to ma ke th 1s application on A pplicant's behalf
Signature Date P rinl Name
+'"' X
I ;ti l 1<1 :I
Opportunity # I Sales Code ~4 -0ig lt Branch Code I Enterpnse Initials Plastic Type Coupon Code I Account Number
ENTX 0463
Our bank complies with fed eral law wh1ch reqwes all fina naal~ns!ltutlons to o bta in. venfy and record Information that identifies each company or person who opens an
account What thi s m eans for Applican t when Applicant opens an account, Card Issuer w ill ask for Applicant's n ame, address. date of birth , a nd other 1nforma t1on that will
allow Card Issuer to identify Applicant. Card Issuer may also ask to see Applicant's dnver's license or other ident1fy1ng documents for A ppli cant's business
63 APP DSM (2111)
ENTERPRISE FLEET MANAGEMENT/WRIGHT EXPRESS ACCOUNT APPLICATION-
c'ntd
Complete the Personal Guaranty below onlv if this account is for a :
Company that has been incorporated less than three years ,
Partnership,
Proprietorship,
Professional corporation or association , or
Limited liability company .
PERSONAL GUARANTY (SEE ABOVE)
In consideration of Card Issuer financing purchases under the Business Charge Account Agreement (as the same may hereafter be modified. extended or
amended . "the Agreemen t"), the undersigne d guaranto r ("Guarantor"} hereby agrees to unconditionally pe rsonally guarantee payment and perfo rmance under
any account established pursuant to this application . of any obligation of Applicant to Card Issuer or any assignee of Ca rd Issuer. in the even t the above
Applicant fails to do so. Th is is a guaranty of payment and not merely of collection . Guarantor agrees to pay, upon demand , any amount owe d by Applican t to
Card Issuer and due under the Agreement. Card Issuer sha ll not be required to initiate any action against, nor exhaust any remedies with respect to Applican t
or any other guarantor pnor to makmg demand upon Guarantor Guarantor hereby wa 1ves any notices regard ing Applicant's account or thiS gua ranty and
agrees that th is guara nty shall be applicable until the Agreement has terminated and all amounts due have been paid in full . Guarantor ag rees that in the
event the account is not pa id as agreed , Card Issuer may report Guarantor 's liabil ity for and the status of the account to credit bureaus and others who may
lawfully receive such 1nformat1on Guarantor hereby agrees that Card Issuer may extend the t1me for payme nt and release any other secunty for the
agreement without affecting 1n an y way the obligations of Guarantor. Guarantor wa1ves any and all suretyship defenses Person al credit of Guarantor Wlll be
used in making a cred1t deciSIOn and Guarantor hereby authonzes Card issuer to obtain a consumer credit report of Guaran tor Direct 1nqu mes of bus1 nesses
where the unders igned ma 1nta1ns accounts may also be made In the event th is apphcat1on IS demed based upon inform at iOn 1n a consumer cred it report of
Guarantor. Guarantor authonzes the Card Issuer to report the reason for the demal to Applicant
Gua rantor's Signature I Pnnt Name Date of B1rth Soc1al Secu nty No
X
Guarantor's Residential Add ress -street. city, state . zip (Do not 1nclude PO Box ) Phon e# Date (m mddyy)
.. • .
Opportunity # I Sa les Code ~4-Digit Branch Code I Enterprise Initials I Plastic Type Coupon Code Account Number
ENTX 0463
63 APP .DSM (2/11)
TELEMATICS SERVICES AGREEMENT
As of this 2ih day of Feb ruary , 2014 , (the "Effective Date ") the parties be low have ag reed to the
following Telematics Services Agreement (t he "Agreement"), to be effective upon the execution the later of
the Effective Date of th is Agreement and the following agreement(s) between the parties.
[select any or all that apply}
(t8l) Master Equity Le ase Agreement (wi th schedules ), dated February 27, 2014 .
Master Walkaway Lease Agreement (wi th schedules}, dated '20
WHEREAS , Enterprise Fleet Management, In c . ("E FM ") now offers in-vehicle telematics products
and services (the "Telem atics Bundle (s)") and EFM is willing to make the Telematics Bundle ava il able for
purchase , installation and use by Cu stomer, as defined be low , consi stent with the terms of th is Agreement ;
and
WHEREAS, the undersigned (th e "Customer") desires to purchase , have in stalled and use the
Telematics Bund le as consistent with the terms of this Agreement ; and
NOW THEREFORE , in consideration for the mutual promises con ta ined herein , and for such other
good and valuable consi deration the rece ipt and sufficiency of which is hereby acknowledged , the part ies
agree to the following .
1. Telematics Bundle, Notice, Ownership, Access and Rel ease. The Telematics Bu ndles
shall require the Vehicle (s), as de fi ned below, to be equipped wi th a globa l pos itioning system (GPS) device
and other te le matics systems wh ich may inclu de hardware material and im bedded software to provide the
Telematic Bundles service to Customer and EFM . The Vehic le shall also be equ ip ped wit h an Event Data
Recorder (EDR) or sim ilar technology installed for the purpose of record ing , compiling , synthesizing ,
reading , interpreting and transmitting data about the condition and operation of the Vehicle(s) to Customer
and EFM . The Telem atics Bundl es will record certain driving act ivities or act ions , locat io ns traveled and
mil eage driven as well as other V eh icle mechanical and operat ional data. By the ir signatures bel ow, each
party acknowledges that such systems utilize cellular te lephone and/or radio signals to transm it data and
communication and , therefore , privacy cannot be gua ranteed and is specifically discl aimed as a condition of
this Agreement and as a co ndition to receiving the Telematics Bund le from EFM . EFM shall use , and have
access to store and use , all Vehicle information generated as a resu lt of the use of Telematics Bund les .
Customer acknowledges that such data and information may be recorde d and that EFM shall be entitled to
access and use the same at its sole discretion . EFM shall be conside red the owner of all such in for mation
and Customer hereby assigns any and all right and interest in the same to EFM in further co nsid erat ion for
this Agreement. Customer releases EFM , operator of the telematics system , software provider, w ire less
carrier(s) and other supp liers of components and /or services and the ir respective employees , officers ,
directors and agents from any damage (i ncluding incidental and/or consequential damages) to persons
(including without limitation Customer) or prope rty caused by failure of the telematics system to operate
properly . Th ird party service prov iders are not agents of employees of EFM and EFM shall have no liabil ity
or responsibility with respect to the acts or omissions of those parties .
2. Vehicles. This Ag re ement shall on ly apply to those vehicles (i) leased to Cus tomer by an affi li ate of
EFM in which EFM is servicer under such lease or (ii) owned by Customer, provided that Customer has a
valid Master Walk away or Equity Lease Agreement (with schedules) in force with an affi liate of EFM .
3. Installation and Warranty. Cu stomer shall pa y EFM $99 for the initial installation of the
Telematics Bundles in each Vehicle. EFM and Customer shall agree on an acceptable time and location for
insta llation of the Telematics Bundles . Failure by Customer to appear at the agreed upon installat io n time
and location (wi th a 1 hour gra ce period) shall result in add itio nal ins tallation ch arges im posed by EFM and
payab le by Customer prio r to installatio n . The Telematics Bundles sha ll be activated upon in sta llat ion .
Replacement installation costs to Customer for any item not being replaced due to standard equ ipment
warranty shall be $99. Under no circumstances shall Customer modify , install or deinstall the Telemat ics
Bundles in any Vehicle without the prio r written consent of EFM . The ha rdware a nd associated equipment
installed on the Ve hicle to support the Telematics Bundle s shall carry a one (1 ) year limited warranty from
date of installa tion. Warranty te rms and condi tions shall be those as prov ided by the hardware and
equipment manufacturer (s) at the time of installation .
1
4 . Traini ng. EFM and the third party service provider shall provide Customer and its
employees with tra ining and support materials on the func tionality and use of the Telematics Bundles. At all
times, Customer shall utilize commercially reasonable efforts to care, adhere to the training and care
materials provided by EFM and its third party service providers for the Telematics Bund les and Customer
shall not take any action which would con tr ibute to the destruction , loss or modification of the Telematics
Bundles or the informat ion and data generated and transm itted by the Telematics Bund les .
5. Wireles s Service Provide r ; Termination . Customer shall execute a Wireless Service
Agreement with a telecommunications carrier iden tified by EFM as a condition to purchase and insta llation
of the Telematics Bundles . The Wireless Services Agreement shall provide for an ongoing , regular month ly
charge , pa yable by Customer , for the use of the wireless services and softwa re associated with the
Telematics Bundles by Customer . EFM shall not be a party to such Wireless Services Agreement but
termination of the same (for any reason) shall terminate this Agreement , unless otherwise agreed in writing
by EFM . Termination of the agreement (s), as described above , with respect to the Vehicles and terminat ion
of this Agreement may t erminate Customer's Wireless Services Agreement. Early termination of the
Wireless Services Agreeme nt may require Customer to pay an early termination fee or other charges .
Cus tomer agrees to provide EFM with prompt and comp lete notice of any term ination of its Wireless Service
Agreement and any other modification s to the same. This Agreement is te rminable , upon writt en notice by
EFM to Customer, upon expiration or termination of all leases between Customer and an affiliate of EFM .
6. NO WARRANTIES . Customer acknowledges that EFM does not provide the software or hardware
for the telematics services on the Vehicles but rather EFM arranges for provision of the same by th ird
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 REPR ESENTATION OR
WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , COMPLIANCE
WI TH SPECIFICATIONS , OPERATION , CONDI TION , SUITABILITY , PERFORMANCE OR QUALITY . ANY
DE FE CT IN THE PERFO RM ANCE OF ANY PRODUCT , REPAIR OR SERVICE WILL NOT RELIEVE
CUSTOMER OF ITS OB LI GATIONS UNDER THIS AGREEMENT , INCLUDING TH E PAY MENT T O EFM
OF ANY CHARGES DUE UN DER THIS AGREE M ENT OR ANY OTHER AGREEMENT BETWEEN THE
PARTIES AND THEIR AFFI LI ATES .
7. Indemnification. Customer agrees to defend , indemnify and hold EFM and its affiliates harm less
from and aga inst any and all losses , damages , liabilit ies , su its , claims , demands , costs and expenses
(including , without limitation , reasonable attorneys' fees and expenses) wh ich EFM and its affi liates may
incur by reason of Customer's breach or violation of, or failure to observe or perform , any term , prov ision or
covenant of this Agreement or its Wireless Services Agreement , or as a result of any loss , damage , theft or
destructi on of any ha rd ware or software or re lated to or arising out of or in connection with the use ,
operation or condition of a ny of the Telematics Bundle(s). The provisions of this Section 7 shall survive any
expiration or terminatio n of this Agreement.
8. Misce llaneous. All terms and conditions of the agreement(s) otherwise re fe renced 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 w ith respect to the Te lemat ics
Bundle described herein and shall only be modified upon written agreement of both parties he reto . Any
provis ion of this Agreement which is prohibited or unenforceable in any jurisd iction sha ll, as to such jurisd iction ,
be ineffective only to the extent of such prohibition or unenforceability without invalidating the remain in g
provisions of this Agreemen t or affecting the validity or enforceability of such provisions in any other ju ri sdiction .
This Agreement shall be binding upon and inu re to the benefit of the part ies hereto and their respect ive
successors and assigns , except that Customer may not assign , transfer or delegate any of its ri ghts or
obligations under this Agreement without the prio r written consent of EFM , wh ich shall be it EFM 's sole
discretion . This Agreeme nt shall be governed by and construed in accordance with the substantive laws of
the State of Missouri (wit hout reference to conflict of law principles).
REMAINDER OF PAGE INTENTIONALLY BLAN K
SIGNATURE PAGE TO FOLLOW
2
IN WITNESS , the parties have executed this Agreement , as of the dates respectively prov ided
below .
"ENTERPRISE FLEET MANAGEMENT, INC ." "CUSTOMER"
City of Temple City
By : Dan Simonetti By :
Its : Regional Sales Manager It s:
Date: Date :
3
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60-M O NTH TERM 5,000 ANNUAL M ILEAG£
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1 M0t1tflly t u w •-vnwntind~Jdes OtorK~o~tiofl.tnd l uJ4' CNt ~t (1nUte )t) f a-It lr.dudt'd at"'
1 ~rill! Malnt~• "ocr'"'~~ ftncl aftCt I WM.IntH4 montN¥" CD\t, which lfldud•• II ore .,.,tadw, IIPIICMd\ol!.d, .lind wnconwnon '•PIIn (ol m.ncn, enclnes, tran\mlt:\Aons, altern.too, e tc) .lind 14--Nnlf lltoldwde Anltt.n<:e E.«kxhi1 bore.._. MMI tlru
t rota~ MCW~tto.t't ,~,_,..!Mtwd•• Mofltto.l¥ l ••M 'evmen' lnck.tdu'lc lu w ruli MHiteoMMe llrotr.m
4 (ltlmlted Mat\ei """ Ill 1 ~ oi QJw M tef"M b.IM4 on OW tl'ltllll• P•tt•m• fhtt v.lue t\ ba..O on '-1\lfft.lt•• from [nlefortl4 1 ltM\M\•tl"l o.s.t •nd ltutd PMtV A.JtomolJW leiW\1 ~ lAt. G)
~ lteducH ._. Velw Ill IN~~ thet It"'-" on tN boob a1lnse t.erl"' l ••se GPtiOftl .11 te"" I) te p&a(e .~_.bf\l.,.llt<W w'VI"'""' ,.Nde,ll p.,-qv olus W erld own ttw .,.to.ode, ,_, )) e•t..-..ct !:he ~,.U lot M'!Otn•' .,...., ., twO
L ht;mtted [QU'ty h ($lltN'IH Mar\.et V~ue t7'W'Ilol\ ~ lkot v.au._ [Q\IrtV ~be uMd '-1 thl Down''-""*'' on oww .,._t.dH,. CM' HI c:Md. bee:' to IN City
1. tr'tctNe MotltHy lu.M Cost ukuletn ttM n tlrNted eouctv .11 l:.e>n""' bK\ 11\to lM IW'Y'Mnl ~ by trte t.enn to \how tN trw .-tlt."l COil of eld\ ¥tftdto
l£55££: CITI Of TEMPI.£ (cust• 465 512)
BY: mu: OAT£:
TOTAl £$,......1Bl RBlUCED lOOK
UOHTK.Y ..-EJVALUE VALUE AT TERN
PAYI.ENT 1 ATTERW'
5196 15 511.716 00 S4,4 21 H
5•021 zs $17,000 00 S<,791 40
S<21 zs S17.000 oo S4,7!1 40
SA21.ZS $17,000 00 S<.79 1 40
SAllll SU ,\4000 S<,692 60
S<6861 Sl3,l19 00 55.27167
TBO TBO
S<21 zs 517,000 00 S<.791 40
51075 SlD."l DO 52.152 20
S<95 52 511.00000 55.soz ao
S<J7 07 516,04000 S<,,... 60
52K u S22.Sot' DO SlJ,tJ0220
S<7000 5ll.S95 oo 55,317 ..
S<7000 SU.S9S OO 55.117 ..
S216 u S22_s.t, oo S19 . .02 20
SlU U S11.S.C'oo 519.902 20
5196 15 51l.7K oo S4.oa n
52K U 522.S<900 S19.101 20
sao 75 S10,661 DO 52.152 20
51075 SlO,"l 00 52,151 70
S<liU Sl4 ,140DO S<,.,2 60
S7.D71 9S Sll6.6SO.OO S149,79797
EsaiATBl
ECUTY AT
TERW'
S7,lS7 61
5ll.JOUO
5ll.JO"O
$12,20160
S,,,,74C
51,110.))
TBD
5U.J0&.60
5a.soa ao
SU,49710
Sll,U1 &0
52 .... 10
51.277-S<
51.277-S<
52,646 ao
52.6" ao
S7,lS7 61
S2,6.UID
5a.soa ao
51,5011 ao
S9,U 740
S166,1S2.0l
EFFECTMO
IOOHTHLY
LEASE COST I
527152
Sll' 77
S21' 77
$224 77
$261 '2
Slll46
TBD
522• 77
rs•14:lftr
5217 2l
525205
520207
511200
5lJJOO
S24l02
S2U 02
527152
S2420l
;s.6 1 06,
l$.1 tlb)
S261 4 2
50,291 oa
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0
I
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