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HomeMy Public PortalAbout13) 9B Approval of Vehicle Lease and Maintenance ProgramDATE: TO: FROM: ADMINISTRATIVE SERVIC E DEPARTMENT MEMORANDUM June 2, 2015 The Honorable City Council Bryan Cook, City Manager By: Tracey L. Hause, Administrative Services Director AG ENDA IT EM 9 .8. SUBJECT: APPROVAL OF VEHICLE LEASE AND MAINTENANCE PROGRAM RECOMMENDATION: The City Council 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 vehicle lease and maintenance program. BACKGROUND: 1. Prior to Fiscal Year (FY) 2005-06, the City purchased 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 Council adopted Ordinance No. 10 -937 implementing the current Purchasing Code (Code). 3. In April2015, the City conducted an analysis of its vehicle fleet. 4. On May 19 , 2015, staff presented this vehicle lease and maintenance program for City Council consideration . The City Council continued the item and asked staff to provide more information . ANALYSIS: Staff presented a recommendation on May 19, 2015, to the City Council to authorize the City Manager to enter into a Master Equity Lease Agreement with Enterprise FM Trust and related addendums for a vehicle lease and maintenance program. After a discussion, the City Council asked staff to return to the City Council with more information related to historical costs related to vehicle operations and the bidding process completed by the West Contra Costa County Unified School District and the San Gabriel Valley Mosquito & Vector Control District. City Council June 2, 2015 Page 2 of 5 City vehicles are used to perform various tasks throughout the City and serve the public on a daily basis. The City currently 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 repairs in the near future. Due to the lack of a comprehensive vehicle maintenance and replacement program, tracking of maintenance and timely replacement has not occurred on a consistent basis, thus another reason for a deteriorating fleet. Historically each department has been responsible for vehicle maintenance and repairs for their vehicles on an as needed basis. This practice has not been efficient or cost effective, and has created inconsistencies with the frequency of routine maintenance and needed repairs. Further there has not been a system in place to track maintenance and repair costs for each vehicle, making it impossible to determine when repair costs are no longer cost effective and the vehicle should be replaced. 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 their own facilities and staff to maintain all vehicles in their fleet "in house." Due to limited staff resources and lack of facilities, the City is unable to manage and maintain a centralized operation for vehicle maintenance. Further, due to the relatively 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 operations, it has become imperative to find 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 experienced deferred replacement. Due to limited staff resources in this area, the number of vehicles in need of replacement and the need to establish a consistent maintenance and replacement 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. Appraisals have been completed on all existing City Council June 2, 2015 Page 3 of 5 City vehicles which will provide a total equity of $158,900 for the new lease program. The equity for each vehicle individually has been estimated to ensure the City receives the greatest benefit for the use of AQMD funding sources. EFM operates using "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 five years. EFM has estimated City vehicles would incur 5,000 miles annually, however the City is not bound by the terms of the lease to a maximum of 5,000 miles annually per vehicle. 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 when they have reached the end of their service life. 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, currently proposed at five years. The proposed agreement also includes a complete vehicle 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 anticipated 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 City 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 in its entirety, immediately acquiring all new vehicles through the lease program. This will ensure future maintenance and scheduled replacement of all City vehicles, allowing for immediate cost savings in maintenance and ease of administration of this program. Maintenance of City vehicles will be completed at pre-authorized maintenance facilities within city limits or in the immediate area. Although the City's Purchasing 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 compliance with the City of Temple City's Code. In March 2012, the West Contra Costa County Unified School District issued Request For Proposal (RFP) #1112-03 for Vehicle Management Services (Attachment "C"). EFM was the successful bidder in a California statewide competitive bid process for this RFP, as it was the only bidder in the RFP process. A staff report from the West Contra Costa County Unified School District awarding the bid to EFM is attached (Attachment "D"). Attached also is a letter from West Contra Costa County Unified School District to City Council June 2, 2015 Page 4 of 5 EFM (Attachment "E), extending their contract and authorizing other municipalities or agencies who are interested in utilizing their awarded contract, may do so. EFM will provide the vehicles the City is requesting at the same rate or less that was charged to the West Contra Costs Unified School District. In addition, the San Gabriel Valley Mosquito & Vector Control District (Vector Control District) entered into a lease arrangement with EFM in January 2012 (Attachment "F"). In December of 2011, the Vector Control District was instructed by their Board of Directors to solicit proposals from 12 agencies to purchase six pickup trucks. EFM was the only agency that responded. Staff has reviewed this RFP process and has determined that it is in compliance with the City's Code. CONCLUSION: Due to a limited capacity for the City to effectively develop and maintain a comprehensive vehicle maintenance and replacement program, contracting with EFM for the lease of City vehicles, maintenance and on-going replacement will ensure the City's vehicle operations are effective and cost efficient. FISCAL IMPACT: This program is planned for implementation as part of the FY 2015-16 City Budget and $85,000 have been included in operations as follow: General Fund Air Quality Management District (AQMD) Lighting and Landscaping Maintenance District $51,900 $17,600 $15,500 An additional $25,000 has been included in the EquipmenWehicle section of the FY 2015-16 City Budget to outfit all vehicles with the necessary equipment and signage. As indicated above, the City has not had a system in which to track gasoline and maintenance costs for each vehicle. However, in recent history vehicle operations City wide have been: FY 14-15 (through May 201h) FY 13-14 (entire FY) FY 12-13 (entire FY) FY 11-12 (entire FY) $42,086 $67,843 $52,531 $50,806 Further, the lease rate proposed includes equity building into each vehicle, which will be of benefit when the vehicles are replaced. This program will result in immediate and City Council June 2, 2015 Page 5 of 5 long-term savings related to vehicle maintenance, repair and replacement, since the vehicles will be receive routine maintenance and will be replaced at the end of their service life with equity accumulated through the lease payments, reducing the need for major and costly repairs. ATTACHMENTS: A. Master Equity Lease Agreement with Enterprise FM Trust and Related Addendums B. Enterprise Fleet Management's Proposal C. West Contra Costa County Unified School District issued Request For Proposal (RFP) #1112-03 for Vehicle Management Services D. Staff report form the West Contra Costa County Unified School District awarding the bid to EFM E. Letter from West Contra Costa County Unified School District to EFM, extending their contract and authorizing other municipalities or agencies who are interested in utilizing their awarded contract F. San Gabriel Valley Mosquito & Vector Control District's Staff Report dated January 13,2012 ATTACHMENT A .\TASTER EQUITY l.t:ASE AGJH:F.MENT This Master Equity Lease Agreement is entered into this twenly-fO\Jrth day of March, 2015. by and between Enterprise FM Trust, a Delaware statutory trust (''Lessor"), and the lessee whose name and address Is set forth on the signature page below ("lessee''). 1. LEASE OF VEHICLES: lessor hereby leases to Lessee and Lessee hereby leases from lessor the vehicles {Individually, a "Vehicle" and collectively, the "Vehicles') described in the schedules from time to l!me 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 applicable Schedule. References to this "Agreemenr shall Include this Master Equity Lease Agreement and the various Schedllles and addenda to this Master Equity Lease Agreement lessor wm, 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 te~se term and the monthly rental and other payments due with respect to the Vehicle. The tenns contained ln each such Schedule wilt be binding on Lessee unless Lessee objects In writing to such Schedule within ten (10) days after the date of delivery of tile Vehicle covered by such Schedule. lessor is the sole !ega! owner of each Vehicle. This Agreement Is a tease only and Lessee will have no right, title or lnterestln or to the Vehicles except for the use or the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state Income tax purposes with Lessor having aU benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management Inc. or an affiliate thereof (together with any subservlcer, agent, successor or assign as sofllicer on behalf of Lessor. "Servicer') may administer this Agreement on behalf of Lessor and may perform the sefllica functions herein provided to be performed by Lessor. 2. TERM: The term of this Agreement ("nmn") for each Vehlcfe begins on tile dale such Vehicle Is delivered to Lessee (the "Delivery Date") and, unless terminated earlier in accordance with the terms of this Agreement, continues tor the •·Lease Tenrl" as described In the applicable Schedule. 3. RENT AND OTHER CHARGES: {a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments wil! be In the amount listed as the ''Total Monthly Rental Including AddiUonal Services" on the applicable Schedule {w!lh any portion of such amount identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.) and wHI be due and payable in advance on tha first day of each month. If a Vehicle is delivered to Lessee on any day other th<tn the first day or a month, monthly rental payments will begin on the ftrst day of the next month. In addillon to the monthly 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 porlion of each monthly rental payment. being lhe amount designated as ~Depreciation Reserve" on the applicable Schedule. will be considered as a reserve for deprecia!ion ilnd wut be crediled against the Oeliverod Price of !he Vehicle lor purposes of computing the Book Value of !he Vehicle under Section 3(c). lessee agrees to pay Lessor the UTotal Initial Charges· set forth in each Schedule on the due date of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the "Service Charge Due at lease Termination" set forth ln each Schedule at the end of the applicable Term (whether by reason of expiration, early termination or otherwise), (b) In tho evont the Term for any Vehicle ends prior to the last day of tile scheduled Tenn, whether as a result of a default by lessee, a Casualty Occurrence or any other reason. the rentals ~nd management fees paid by Lessee wlll be recalculated In accordance wlth the rule of 78's and the adjusted amount will be payable by Lessee lo Lessor on the temlinatlon dale; (c) Lessee agrees lo pay Lessor within thirty {30) days after the end of the Terrn for each Vehicle, additional rent equal to the excess, if any, of Jhe Book Value of sucll Vehicle over the greater of (I) the wholesale value of such Vehlcla as determined by Lessor In good faith or (it) except as provided below, twenty percent (20%) of the Delivered Prlce of such Vehicle as set forth in the applicable Schedule. If lhe Book Value of such Vehicle Is less than the greater of (i} the wholesale value of such Vehicle as detormlnod by l.essof in good fal!h or (II) except as provided below. twenty percent (20%) of the Delivered Price of such Vehicle as set forth In the applicable Schedule, lessor agrees to pay such deficleocy to lessee as a terminal rental adjustment within thirty (30) days after the end of the applicable Tenn. Notwithstanding the foregoing, If (I) tho Term for a Vehicle Is greater than forty-eight (48) months (Including any extension of the Tenn for such Vehicle), (li) tllo mileage on a Vehicle at the end of Um Term Is greater than 15,000 miles per year on average {prorated on a daily basis) (i.e .. If the mileage on a Vehicle with a Term of thirty-six (36) monlhs Is greater !han 45,000 mites) or (iii) In the sole judgment of lessor. a Vehicle has been subject to damage or any abnonnal or excessive wear and tear. the calculallons described in the two immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentenco. The "Book Value'' of a Vehicle means the sum of(!) the "Delivered Price" of tho Vehicle as set forth in the appllcabto Schedule minus (H) the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle ill!!§. {iii) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle. (d) Any security deposit of Lessee will be returned to Lessee at Jhe end of the applicable Teft'rl, except that the deposit will llrst be applied to any Josse.s and/or damages suffered by Lessor as a result of Lessee's breach or 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 which is not paid wl!hin twenty (20) days after !Is 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 !11e Jesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate permitted by applicable Jaw (the "Default Rate"). (f) If lessee falls to pay any amount due under thls Agreement or to comply with any of the covenants contained In this Agreement, Lessor, Servicer or any other agent of Lessor may, at its optlon. pay such amounts or perform such covenants and all sums pa!d or incurred by Lessor in connection therewith will be repayable by Lessee to lessor upon demand together with interest thereon at the Default Rate. {g} Lessee's obligations to make an payments of rent and ot11er amounts under this Agreement are absolute and unconditional and such payments shall be made In lmmed1ately available funds without setoff. counterclaim or deduction or any kind. Lessee acknowledges and agrees that nellher any Casualty Occurrence lo any Voh!cto nor any defect, unfitness or lack of governmental approval in, of, or wl!h 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 Marmgernent, Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from !he performance of any of its obligations under this Agreement, including, wl!hout limitation, lhe payment of rent and other amounts under this Agreement. 4, USE AND SURRENDER OF VEHICLES: Lesse" 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, an taws. statutes. rules, regulations and ordinances and the provisions or au Insurance poHcles affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of aU 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 lowing recommendations. Lessee agroos that no Vehicle Is intended to be or will be utilized as a ''school bus" as deflned in the Co<le of federal Regulations or any applicable state or municipal statuto 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 retu~ such Vehicle to Lessor at such place and by such reasonable means as mi!y be designated by lessor, If for any reason Lessee falls to relum any Vetucte lo Lessor as and when required In accordance wl!h this Section, lossee agrees !o pay Lessor additional rent for such Vehicle at twice the normal pro-rated daily rent. Acceptance of such addillonal rent by lessor will In no way IJm!l Lessor's reme(l!es with respect to Lessee's failure to return any Vehicle as required hereunder. tmtwls EF/'.-f ___ C\!St __ _ Pugc I 5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay aU costs. exponses, fees, charges. nnes. tickets. penalties and taxes (other than federal and stale Income taxes on the income of Lessor) Incurred in connection wl!h the tilling. registration. delivery. purchase. sale. rental. use or '>peration of the Vehicles during the Tem1. It Lessor. Servicer or any ott1er agent of Lessor incurs any such costs or expenses. Lessee agrees to promp!Jy reimburse Lessor for !he same. 6. LICENSE AND CHARGES: E-uch Vehicle wlll 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 sallsfied by Lessor have been capitalized in determining the monthly rental. treated as an Initial charge or otheiWlse charged to Lessee. Such charges have been determined without reduction for trade·ln, exchange allowance or other credit attributable to any Lessor-owned vehicle. 7. REGISTRATION PLATES, ETC.: Lessee agrees, at Its expense,lo obtain In the name designated by Lessor all registration plates and other plates, permits, inspections and/or licenses required In connection wilh tile Vehicles, except for tile lniUal registration plates which lessor will obtain at lessee's expense. The parties agree to cooperQ\e anQ 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 Jocall<~w. rule, regulation or ordinance. Lessee agrees thai it will nol permit any Vehicle to be located in a state other than the ~late in which such Vehicle is then litled far any contmuous period of lime that would require such Vellicfe to become subject to the lltl!ng and/or registration laws of such olher state. 8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES: {a) Lessee agrees. allis expense. to (f) mainlain !he Vehicles in good condition, repmr. maintenance and running order and In accordance with aU manufacturer's instructions and warranty requirements and all legal requirements and (li) furnish all labor. matenals. parts and other essentials required for the proper operation arn:l maintenance of the Vell1cfes Any alterations, additions, replacement parts or Improvements to a Vehicle will become and remain the property of Lessor and wm be returned Wl\h such Vehicle upon sucll Vehicle's retum pursuaniiO Sec!lon 4. Notwithslaflding the foregoing, so long as no Event of Defau11 has occurred and h.> continuing, lessee shall have the right to remove any additional equipment Installed by Lessee on a Vehicle prior to returning such Vehiclo to lessor under Section 4, Tho Value or such a!lemtians, additions. replncement parts and improvements will in no instance be rogarded as ronl. Wilhout U1o prior written consent ol Lessor, Losseo will not make any allerations, ;;!ddl!Jons, replacement parts or Improvements to any Vehicle which detract from ils economic value or fUn<;\iona! utility Lessor will nol be required to make any repairs or replacements or any nature or description with res peel to any Vehicle. to ma!nlaln or repafr any Vehicle or to make any expend!tu(e whatsoever in connection with any Vehicle or lhls Agreement (b} Lessor and lessee acknowledge and agree that if Sec\lon 4 of a Schedule includes a charge for mainteriance. {1) the Vehide(s) covered by such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management Inc. and Lessee and (ll) Lessor shall have no !iabillty or responsibility for any failure of Enterprise Fleet Management. Inc to perform any of its obligations thereunder or to pay or reimburse lessee ror Hs payment of any costs and expenses Incurred in connection Wl\tllllc mamtenance or repmr of any such Vehlc!e(s}, 9, SELECTION OF VEHICLES AND DISCLA!ME:R OF WARRANTIES: (a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCJI VEHICLE IS OF A SIZE. DESIGN, CAPACIIY. IYPE 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 Oil WARRANTY OF ANY KIND. EXPRESS OR IMPLIED, WITH HESPECT TO ANY VEHICLE. INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION. MERCHANTABILITY OR FITNESS FOR ANY "ARTICULAR 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 manufaclurer of a Vehicle are hereby assigned by Lessor to Lessee lor the applicable Term and Lessee's only remedy, if any. is against the supplier. vendor ot rnam1facturer of the Vehicle, {c) None of Lessor, Servicer or any other agenl of lessor will be liable to Lessee for any !iab\1/ly, claim, loss, damage (direct, incidental or consequential) or expense of any kind or nature. caused directly or indireclly, by any Vehicle or any Inadequacy of any Vehicle for any purpose or any defect (latent or paton\) in any Vehicle or the use or maintenance of any Vehicle or any repo1r. servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provido any Vehicle, or any Interruption or loss of service or uso of any Vehicle, or any loss of business or any damage whatsoever and however caused In addition, nono of Lessor. Servicer or any other agenl o( Lessor w11J have any liabiHiy to Lessee under this Agreement or under any order authoriza\IOn fonn executed by Lessee illessor is unable ro 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 ~my Vehicle from any cause whatsoever ("Casualty Occurrence"), In the event of a Casually Occurrence to a Vehicle, Lessee shall glve Lessor prompt notice of the Casually Occurrence and thereafter will pfaco tl)a applicable Vehicle in good repalr, condition and working order; provided, l)owever, thatlf tile applicable Vehicle is determined by Lessor to be lost. stolen, destroyed or damaged boyoml repair (a UTota/od Vohlc/e"), Lessee agrees to pay Lessor no later than lhe date thirty (30) days after the date of the Casually Occurrence the amounts owed under Sections 3(b) and 3(cl with respect to such Totaled Vehicle. Upon such paymenr. this Agreement wfl! terminate w1th respect to such Totaled Vehicle. 11. INSURANCE: (a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at !east the amounts listed below covanng each Vehicle. to be written by an insurance company or companies satisfactory to Lessor. inS\Jiing Lessee, Lessor and any other person or entity designated by Lessor ngamst any damage. dairn. suit, action or liability (i) Commer<;ial Aulomoblla Uabili\y Insurance (Including Uninsured!UnderinsurOd Motorist Coverage and No-Fault ProlecUon where required by law) for \he lim1ts hs!ed below (Nate-55.000.000 Combmcd Single Umit Bodily lnrury and Properly Damage with No Deductible is required for each Vehicle capable ol tmnspor1ing more til an 8 passengers). StnJe or Vehicle Registration Coverage Connecticut. MassachlJsetts. Maine, New Hamps!tJre. New Jersey. New York. Pennsylvania. Rhode Island, and Vermont Florida $1,000.000 Combined Single Limit Bodily Injury and Property Damage · No Deduc!ible S500.000 Combined Single Limit Bodily Injury and Property Damage or SlOO,OOO Bodily lr~UIY Per Person, S300.000 Per Occurrence and $50,000 Property Damage (1001300/50) · No Oeductlb!o AU Other States $300,000 Combined Single Umil 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 (!i) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductible of S500 per occurrence. Collision and $250 per occurrence· Comprehensive). lmtwls EFM Cmt __ _ Pagel If tho requlrements of any governmental or regulatory agency exceed the minimums stated In this Agreement, Lessee must obtain and maintain the higher nsurance requirements. Lessee agrees that eC~ch required policy of Insurance will by appropriate endorsement or otherwise name Lessor and any other person or enmy designated by Lessor as addil!onallnsureds and toss payees. as their respective interests may appear. F~1rther, each such insurance policy must provide the following: (i} that tho same may not be cancelled, changed or mod1fied until after the Insurer has given to Lessor, Servicer and any other person or entity designated by Lessor at teas\ thirty (30) days prior writlen notice of such proposed canCQIIation, change or modifica!ion, (ii) that no act or default of Lessee or any other person or entity shall affect lhe right of Lessor. Serviccr, any other agent of Lessor or any of thelr respective successors or assigns to recover under such policy or policies of Insurance in the event of any loss of or damage to ony Vehicle and {IIi) that the coverage is "primary coverage~ for the protection of Lessee. Lessor, Servlcer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by lessee, Lessor, Servlcer, any other agent of Lessor or any of tt1e1r respective succossors or assigns protectfng against similar risks. Original certificates evidencing such coverage and naming Lessor, Servlcer. any other agent of Lessor and any other person or en!ily designated by Lessor as additlonal Insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter t~nd/or as reasonably roquosted by Lessor from time to time. In the event of default, Lessee hereby appolnls lessor. Servicer and any other agent of Lessor as Lessee's a\lorney-ln-factlo receive payment of, to endorse all checks and other documents and to take any other ac\ions necessary to pursue insurance claims and recover payments if Lessee falls to do so. Any expense of Lessor. Sarvicer or any other agent of Lessor in adjusting or collecting Insurance shall be bome by LcsscG. Lessee, its drivers, servants and agents agree to cooperate fully with Lessor. Servlcer. any other agqnt of Lessor and any insurance carriers in the investigation, defense and prosecution of all claims or suits arising from the use or operahon of any Vehicle. If any claim 1s made or action commenced for death, personal injury or property damage resu\l!ng from the ownership, maintenance. use or operation of any Vehicle, Lessen will promptly notify Lessor of such action or claim and forward to lessor a copy of every demand, nollce. summons or other process received in connection with such claim or action. (b) Notwflhstandlng the provisions of SecUon 11(a) above: (i) if Section 4 of a Schedule inchJdos a charge for physical damage wcuver, Lessor agrees that {A) Lessee will nol be required to obtain or maintain !he minimum physical damage insurance (coltlslon and comprehensive) required under Section 11 {a) for the Vehicle(s) covered by such Schedule and (B) Lessor w!lt assume tho risk of physical damage (Collision and cornprehensive) to !he Vehicle(s) covered by such Schedule: provided, however_ that such physical damage waiver shall not apply to, and Lessee shall be and remain Hable and responsible for, damage to a covered Vehicle caused by wear und tear or mechanical breakdown or failure, damage to or loss of any parts. accessories or components added to a covered Vehicle by Lessee without the prior written cons"ent of Lessor and/or damago to or toss of any property and/or personal effects contained in a covered Vehicle. In the evenl of a Casualty Occurrence !o a covered Vehicle, lessor may, at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle. which replacement vehicle wit! then constiMe the 'Vehicle" for purposes of this Agreement: and (H} if Section 4 of a Schedule Includes a charge for commercial automobile liability enrollment. Lessor agrees that it witt, at its expense, obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability h'surance policy issued by an insurance company selected by Lessor, commercial automobJJe liability Insurance salisfying the minimum commercial automobile liability insurance required under Section 11(a) for the Vehicte(s) covered by such Schedule. Lessor may at any time during the applicable Term !erminate said obligation 10 provide physical damage waiver ancHor commefcia\ automobile liabihly enrollment and cancel such physical damage waiVer andfor commercial automobile Habl!ily enrollment upon giving Lessee at least ten (10) days prior wrillen 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 expense. An adjustment will be made in monthly rental charges payable by Lessee to reflect any such chango and Lessee agrees to furnish Lessor wilh satisfactory proof of insurance coverage within len {10) days after mailing of the notice. In addUlon. lessor may change the ratos charged by Lossar under this Section 11 (b) for physical darn ago waiver and/or commercial automobile liability enrol!mMt upon giving Lessee a\ least thirty (30) days prior wrillen notice 12. INDEMNITY: To the extent perrnilted by stale law. Lessee agrees to defend and indemnify Lessor. Sarvicer, any other agent of Lessor and their respectlve successors and assigns from and against any and on fossos. damages. liabllitlos, suits. claims. Oemands, costs an<J expenses (Including, wilhoutllmilallon. reasonable attorneys' fees and expenses) which Lessor. Servlcer, any other agent of Lessor or any of !heir respective Sllccessors or assigns may Incur by reason of Lesse~'s breach or violation of. or falture .to observe or perform, any \ann. provlsJon or covenant of this Agreement. or as a result of any loss, damage. theft or deslructlon of any Vehicle or related to or arising out of or in connection with the use. operaUon or condition of any Vehicle. Tho provistons or this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to aftect !he rights. pnvileges. and immunities of Lessee and the foregoing indemnity provision is nol Jnlended to be a waiver of any sovereign immunity afforded lo Lessee pursuant to the Jaw. 13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS; Lessee agrees to accornplislt at its expense. all Inspections or the Vellicles required by any governmen!al authority during the Term. Lessor. Servicer, any other agent of Lessot and any or their respective successors or assigns will have the right to Inspect any Vehicle at any reason11b!a time(s) during tho Term ar'd for this purpose to en!e( Into or upon any building or place where any Vehicle Is located. Lessee agrees to comply wilh atf odometer disclosure laws, rules and regulations and to provide such written and signed disclosure information on such fomls and in sudl manner as directed by Lessor. Providing false inlomta!ion or failure to complete the odometer disclosure form as required by faw may result in fines and/or Imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financwt statements and other f1nancial informaiiOn regardrng lessee as Lessor may from lime to time reasonably request 14. DEFAULT; REMEDIES: T!lO following simi! consmute events of defau!l ("Events of Default") by Lessee under this Agroement: {a) if Lessee fails to pay when due any rent or other amount due under th!s Agreement and any such failure shall remain unremedled for ten (10) days; (b) If Lessee fails to pertorm. keep or observe any term. provision or covenant contained in Section 11 ofllus Agreement; (c) if Lessee falls to po1form. keep or observe any other term, provision or covenant contained In this Agreement and any such failum shall remain umemcdied for thirty {:,\0) d~ys after written no\Tce thereof is given by Lessor, Servlcer or any other agent of Lessor fo Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vohlcte unsuitable for uso (as determined by Lessor): {e) If any present or futuro guaranty in favor of Lessor of all or any portion of the obligalions of Lessee under this Agreement shall at any time for any re{!lson cease !o be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction. or if the valldity or enforceabillly of any such guaranty shall be contosted or denied by any guarantor, or If any guarantor shalt deny thai it, he or she has any further liability or ob!lgalion under any such guaranty or if any guarantor shall fail to comply with or observe any of tile terms. provisions or cond!Uons contained in any such guaranty; (f) the occurrence of a material adverse change in the financial condition or bu~lnl;lss of Lesseo or any guarani or; or (g) if Lessee or any guarantor h;; ln default under or fails to comply wllh any other present or future agreement with or !n 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" shill! mean any present or future guarantor of all or any pott1on of the obtlga\Jons of Lessee under !his Agreement. Upon the occurrence of any Event of Default, lessor, without notice. to Lessee, will have the right to exercise concurrently or separately (and wi\hou! any otec!ion or remedies being deemed made), the fcllowmg remedies: (a) LGssor may demand and receive immediate possession of any or all of the Vehicles from Lessee. witholll releasing Lessee from its obllgahons under this Agreeml:lnt; if Lessee falls to surrender possession of the Vehicles lo Lessor on default (or tennina!ion or expiration of the Term), Lessor, Se1vlcer. any other agont of Lessor and any of Lessor's independent contractors shall have the right to enter upon any premises where the Vehicles may be tocaled and to remove and repossess the Vehicles: (b) Lessor may enforce oerformanca by Lessee of its obligations under this Agreement; (C) Lessor may recover damages and expenses sustained by Les-sor, Servlcer. any >!her agent of Lessor or any of their respective successors or assigns by reason of Lessee's default ind~Jding, to !tie extent pemlil\ed by applicable law. all costs and expenses, Including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effect!ng enforcement of Lessor's rights under this Agreement (whether or not litigation is commenced) and/or In connection with bankruptcy or Insolvency proceedings; (d) llpon written notice to Lessee. Lessor may terminate Lessee's rights lm!mls EF/\·1 ____ Cust __ _ 1'11gc 3 under this Agreement: (e) w1th res poet to each Vehicle. Lessor may recover from Lessee all amatmts owed by Lessee under Sections 3(b) and 3(c) of !hiS Agreement (and, If Lessor does not recover possessiOn of a Vehicle. (I) the cslirnaled wholesale value of such Vehicle for purposes of Section 3{c) 1hall.be deemed to be $0.00 and (ii) the calculations described in the flr&t lwo sentences of Section 3(c) shall be made without giving effect to clause (ii) jn each svch sentence); andtor (r) Lessor may exercise any other right or remedy which may be available to lessor under the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written noHce by Lessor to Lessee. Any tenninal!on shall not affect Lessee's oblfgaUon to pay all amounts due fot periods prior to the effective date of such termination or Lessee's oblig~tion to pay any mdemnll!es under this Agreement. All remedies of Lessor under this Agreement or at law or in equl!y are cumu!allve, 16. ASSIGNMENlS: Lessor may from Ume to time assign, pledge or transfer this Agreement and/or any or an of its rights and ob!ig~tions \lnder this Agreement to any person or entity. lessee agrees, upon notice of any such assignmenl. pledge or transfer of any amounts due or to become due to Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights or obligations of Lessor under this Agreement will have all of the rights and obligations thai have been assigned to ft. Lessee's lights and Interest in and to the Vehicles are and will continue at all times to be S!.Jbjecl and subordinate In all respects to any asslgnmenL pledge or transfer now or hereafter executed by Lessor wlth or In favor of any such assignee, pledgee or lransreree. provided that lessee shall have \he right of quiet enjoyment of the Vehicles so tong as no !;:vent 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 absolule and unconditional and shall nol be subject to any abatement whatsoever. or to any defense. setoff. counterclaim or recoupment whatsoever. whether by reasM of any damage to or loss ot destrucUon of any Vehicle or by reason of any deleel In or failure of title of the Lessor or interruption from whatsoever cause in the usa. operation or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever aris1ng of the Lessor or any of its affiliates to the Lessee or to arty other person or enlily. 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 thls Agreement or any Vehicle to be Sllbjectlo any lien. charge or encumbrance. Lessee's Interest In thls Agreement ls not assignable and cannot be assigned or transferred by operatlon of law. Lessee wlll not transfer or rel!nquish possossfon of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior wrilten consent of Lessor. 16. MISCELLANEOUS: This Agreement contains tho entiro understanding of the parties. This Agreement may only be amended or mod1fied by an !nstn,menl In wntlng executed by both parties. Leasor shall not by any act, delay. om!~&lon or otherwise be deemed to have waived any of !Is righls or remedies undef this Agreement and no waiver whatsoever shall be valid unless in writlng and signed by Lessor and then only to tho extent therein set forth. A waiver by Lessor of any right or remedy undor th!s Agreornont on any one occasion shall not bo construed as a bat lo any right or remedy. w/llclllessor would othe1wise have on any future occasion If any tenn or provision of this: Agreement or any application ol any such term or provision is invalid or unenforceable. the remainder of this Agreement and any other appllcatmn 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 ils address set forth below or rt1 such other address as such party may provide in writing from lime to time. Any such noUce mailed to such address will bo effective one {I) day after deposit in the Umtod Statos mail. duly addressed, with certified mall. postage prepaid. Lessee will promptly notify Lessor of any change in lessee's address. This Agreement may be executed In multiple counterparts {Including facsimile and pdf counterparts). but 1110 counterpart marked ~ORIGINAL n by Lessor w1ll be the original tease for purposes of applicable law, AU of the representations, warranties, covenants, agreements a11d obligations of oach Lessee under this Agreem(!n\ (if more than one) are joint and several. 17, SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be binding upon Lesseo and ils 1e1rs. executors. personal representatives, successors and assigns. and wmtnure to the benefit of Lessor, Servlcer, any other agent of Lessor and their rospecl1va successors and assigns. This Agreement will be governed by and construed 1n accordance with the substanllve taws of the State of Missouri {determined without reference lo conflict or law principles). 18. NON·PEl\TJON: Each party hereto hereby covenants and agrees that. prior to the date which is one year and one day after payment In full of aU indebtedness of Lessor. It shall not institute against. or join any o!her person In Instituting against. Lessor any bankruptcy. reorganization. arrangement. insolvency or liquidation proceedings or other similar proceeding under the taws of the Vnl1ed States or any slate of the Vnlted Stales. The provisions of this Sectlon 18 shall survive termination of this Master Equity Lease Agreemenl 19. NON~APPROPRIAliON: Les:>ee's funding of th!s Agreement shaH boon a Fiscal Ye~r basis and Is subject to annual appropriations, Lessor acknowledges that Lessee Is a municipal corporation, ls precluded by the County or State Constitution and olher laws from entering Into obligations that financially bind future governing bodles. and that. therefore, nolhing in thls Agreement shall constitute an obligation of futuro legislatlve bodies or the County or State to appropriate funds for purposes of !his Agreement. Accordingly, tho par11es agree !hal tho lease terms within this Agreement or any Schedules relating hereto artl contingent upon appropriation of funds, The parties further agree that should the County or State fa1llo appropriate such funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In oddilion. Lessor reserves the right to be paid for any reasonable damages. These reasonable damages will be llmiWI to rho losses incurred by the Loss or for having to sell the veh1cles on tile open used car market prior to the and of the scheduled term (as determined in Section 3nnd Section 14 of this Agreement) IN WITNESS WHEREOF. Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and yoar first above written. LESSEE City of Temple Cily By: Tille: Address. 9701 Las Tunas Drive Temple City, CA 91780 Dote Signed: ·-----·-- lmtwls EI'M ____ Cusl LESSOR: By. By: Title: Enterprise FM TnJst Enterprise Fleet Management, Inc .. its attorney m fact Dan Simonellf RSM Address: 17210 S. Main St. Ste.103 Gardena. CA 90248 Date Signed Pnge..J SELF -INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT (Physical D<lmagc and Liabilily) ·n,ts Addendum is mad.;-10 the Master Equny Ll.'nsc AgrecmcnJ dn\('d 1hc twcnty-fo\lrth duy of Murch, 2015,llS amended (the "Agreement"), by and belwecn Enterpnse FM Trust, a Dclaw·.:~rc statutory tn1st t"Lcssor"}. nnd the lessee whose mm1c is set forth on the stgnuurrc hnc below ("l.cssc~on This Addendum IS attached 10 and lllitdc a part of the Agreement (mcludmg cad1 Sd11:Juk to the Agreement) All capllaiiZCd terms used and not oJhcrwJsc dcfim•J herem shall have t!w rcsp~'Cttve mc;.mmg.s a~cnlwd w them m tlw Agrc~·nwnl Notwtthstnnding the pmv1sions of Scciion I! of the t\grc~rnl.'nt Lessee shall be pcrmittcJ tu assume and sclf-tns\trc the nsks set fonh m Sccnon ! I of the Agreement 11nU shall not t1c rcquircll\o purchase or rnamtnin nny imunmce pohcy of<my kind wnh rcspo;ct to any Vehicle, provided howcwr, thut if uny f~·dcml, state, !ocul or other law, sl~tule. rule, rcgulntion or ordmuncc tl'qwrcs Lessee to maintmn any amount of insurance wi!h respcc\1\J uny Vclm;lc, Lcs~ec shall purchatsc and mmnliWI :;uch atnOUJll of Insurance in the form ofnn insurance policy which complies in all rc~pccts, uthcr than the mmnmt ofinsurmwc required, wrth Sccti~tn J I ofLhe Agreement Notwithstanding the foregoing, if (1) Lessor, at nny time m its ~,;.oml failhjudgm("nt, is not snlrslicd with the condrtion, prospects or pcrfommn~cs, financial or {l\hcrwi~e. of Ussce or (2) nny def.1tdt or event of ddhult occurs under the Agreement, tlmn Lessor may, at 1L~ option, revokt: this Addendum und tcrmmatc \.c:;sec's rrghl to sclf·rn.~urc by providing Lessee with ut lens\ thirty (30} doys prior mitten noticl.' thcn:t•f Upon the tcrmmatirm uf Less~~c·s rrght to sdf-rns1ne, L<.:~s~·e sh;rll comply m nil re~pccts \vrth Section I J of th~· Agreement Exc\'P! ns amended hcrcby, nllthc tenns and prov1sions of the Agreement shnll rcmarn 111 full for'e nnd >:-ffcct ln the event of any conOKt bctmco:n this t\ddendum and tho,; Agr~·cme-nt 1,)f any of the Sch('dulcs. ttw to:rms and PfO\'f~ions. of this 1\dd("ndum will govcm and control LESSEE Ctt) ofTempte Cny --~----~-~--- Date Signed ~-------~ __ _ lnmals· EF~·l ___ Cus! __ _ Pag._, 1 LESSOR Enterpnse FM Tmst Uy Entcrpns~· Fkct MBnagcment, Inc . rts nttorne~ m fact -~-------- B~·: Titk. Dale Signed O;m Simonetti RSM MAINTENANCE MANAGEMENT AND fLEET RENTAL AGREEMENT This Agreement is entered Into as of the twenty·fourlh day of March, 2015, by and between Enterprise Fleet Management. Inc .. a Missouri corporation, doing business as "Enterprise Fleet Managamenr ("EFM"), and Ci!y of Temple City {the "Com pony"). WITNESSETII: I. ENTERPHISE CAHDS: Upon request from the Compuny. EFM \\'ill provide a drivl.'r inl(~rmation puckct outlining its vchlclc mninh.'nancc program (the "Progrtmf') and n card ("Card") tbr cuch Compnny vehicle included in the Company's request. All drh•crs of vehicles subje-ct to this i\grccrncnt must be a rcprC$Cill:Hi\'!: uf the Comp<'~ny. ils :-~ubsidiMics or affiliates. t\11 Cards issued by EF~I upon request of the Compnn} shall bt:-subject to the te-rms of this Agreement and the rcspom>ibilh) of the Company. All Can.b shall bear nn expiration Jntc. Cards issued to the Company shall be wwd by the Company in nccordam:c \Yith this Agreement ;md limited solely to purchases of certain products and scrvkes lbr Company n:hich:s. which arc included in the Program. The Program is subject to all othcr EFM instructions, rules and regulations which may be revised n·om time 1.0 time by EFM. Cards ~IHtllrcmain the property ofEFM nnd rcturncU to EFM upon cxpira\il)n or cuncel!ution. 2. VEHICLE REPAIRS ANI) SERVICE: EF~·l will provide purchase order control by phone or in writing authNiting charges fOr n:pairs nnd SCI'Vicc o\·r.·r $75, o1· SlH.:h othl.?r nmount as rnny be established by EF\1 from time to lime under the Progrom. All charges for rcpuirs anJ s~rviccs will bl' in\tlkcd to EF:\1. Invokes will be reviewed by EF~,I !i"Jr acctmlC). proper applkation of potential manul~ll:turer'!i w<uTantics, applil:atiun nfputcntiul distount~ and unnecessary, unauthoritt.:d repairs. Notwithstanding the nbovc. in the event the rcpnirs and service arc the rcsull of damage fi'om an accident or other non- mnintenuncc related cause (including glass claims), these matters will be rciCrred to the Company's Fleet Manugl..'r. If the Comp<my prefCrs thut EHvl handle the dam<Jgc-repair. the Compuny agn~es lo nssign the w:lmini~tration of' the mn\lcr to EFM. EF~'' will udrniniswr such claims in its discretion. The ICes f(u· this service will be up tn $125.00 per claim ;.md the Company ngrccs to reimburse J()r repairs as oulli ned in this agrccmcnl. I r thl' Company dcsir<.·s the ussiswncc of EFM in recovering damage amounts from at fault third parties, a Vchklc Hh;k i\·lanagcmcnl t\grccment must he on file for the Cumpan) . .3. BILLING AND PAY1\·IENT: All audited invoices paid by EFivl on bchalfnfthc Company H-ill be consolidated 3nd submitted to the Com pan)' on <1 single monthly im okc fi.1r th(.' entire Company nect covered under this Agrcl"nH . .'nt. The Company is liable for, and will pDy f:F~·I within ten (10) days alkr receipt ofun imuicc ur :-;tntcmenl for, all pureha:-cs invoiced to the Company by EFM, which were puiU by EFM for or on bchnlr o I' the Company. EFM will be entitled to retain for its own n<.:c~Hmt, anJ tr~·at as being paid by EFI\.1 !Or ptwposes or this Agreement, any discounts it receives Ji·om <I supplier with respect to such purchases which nrc based on the overall volume of business EFtvl provides to such supplier and not sole-ly the C'ompan(s business. EFM will exercise due care to prevent mldiliorwl charges fhlln being incum:J once the Compuny 1m~ notillcd EFM uf ils desire to cam:cl any outstanding Card under this Agreement. The Company will usc its best effOrts tn ~Jbtaln nnd return any such cnncclled Caru. 4. RENTAL VEHICLES: The Card will au.thori7.C the Company's rcprcs\.·ntati\'e to arr;Jngc-for rental vehicles \\'ith a suhsidiary or Enterprise Rcnt·t\·CJr Company for a maximum of two (2) dnys without prior authorization. Extensions beyond two (2) days must be grnntcJ b) an l·:Fr-..1 representative. The Company nssumc-s all responsibility liJr <Ill n:ntal agreements arranged by EHvl with a subsidinry of FnllTprisc Rc-nH\·Car C0mpan~ through an EFl'v1 reprc;;;entative or through the usc of the Card. All t.lrivers must be at le-ast 21 yenrs of age, hold u \tllld driver's liccmc. be an t•mplo~ Cl' of the Compan~ or authorized by the Compnn~ lhrough established reser\"atlon proccdurrs and met.:! other applicable requirements oJ' tht.: applict1blc suhsidiar~ of hllerprisc Rcnt-A~Cnr Company. 5. NO WARRANTY: EFM MAKES NO REPRESENTATION OR \Vi\RR,\NTY OF ANY KIND, EXPRESS OR I~II'L.IED, WITH RESPECT TO PRODUCTS. REPAIRS OR SERVICES PROVIDED 1'01( UNDER TillS AGREEMENT ll Y THIRD PARTIES. INCLIJDINO, WITI!OLIT LIMITATION, ;\NY REI'HESENTATION OR WARRANTY 1\S TO MERCHANTABILITY. COMPLIANCE WITH SI'ECIFICc\TIONS. OPERATION. CONDITION. SUITABILITY, PERFOR/vf1\NCE. Ql.J,\LITY OR FITNLSS FOR USE. Any defect in the pcrfOrnwnc-c of an) product. repair or scn·ice will not rc!iC\'L' the Compan) /'rom its oblig;Jtions under this AgrecnH:nt. induJing without limitatilm the payment to EF~·I or monthly invoices. 6. CANCELLATION: EitlH~r party m<l)' ccmccl an) Card under this Agrc~.·mcnt or this t\grc-cmcnt in its entirety at nny time by giving written notice to the other party. Tht: cancdl<~lion or any C'zll'd or termination of this 1\grecmcnt \viii nol a!Tccl any rights or obligations under this Agrcemr-nt, whieh shall have previously accrued or shall thcrcttlict· arise with t·cspcct to an)' occurrence prior to such cancellation or tcrmintllion. t\ Curd shull be immcdintely rclurncd to EFM upon cancellation lO: Entcrpris~,.• Fleet lml!illS rfl\t l'ugc l Management, 600 Corporate Park Drive. St. Louis. MO 63105. Atlcntion: Enterprise Card Dcpanment Notice to EF~vl regarding the cancellation of an}' Curd shall specify the Card nlmlbcr and identifY the Company's representative. In the case of a terminated representative, such notice shall include a brief description of the efforts made to reclaim the Card, 7. NOTICES: All notices or cancellation or termination under this Agreement shall be mailed postage prepnid by registered or certified mail, or se-rlt by express overnight delivery service. to the other party at i!s address set forth on the signature pugc of this Agreement or at such other address as such party may provide in writing from tlmc to time. Any such notice sent by muil will be effective three (3) days aflcr deposit in the United Stutes mail. duly addressed, \ViLh registered or certi-fied mrdl postage prcpuid. Any such notice sent by cxp1·css overnight delivery service will be effective one (I) day atlcr deposit with such delivery s-ervice. duly addressed, with delivery ICes prepaid. The Company will promptly no til)' EFM or any change in the Company's address. 8, FEES: EFM will charge the Company for the :-;ervicc 110dcr this Agreement SS.OO per month per Card, plus a one time scH1p ICc of$0.00. 9. l\-HSCELLANEOUS: This Agreement may be-amended only by an agrl'crncnt in writing signed by EFl'vl and the Comp~my. This Agreement is governed by the substantive laws of the State of Missvuri (determined without reference to conflict or 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: City ofTemplc City By: Title: i\ddl'ess: 970 I Las Tunas Drive Temple City, CA 91780 Date Signed: _________ ~, __ _ EFM: lly: Title: Enterprise Fleet Management, lnc. Dan Simonetti RSM Address: 17210 S. Main St. Stc.JOJ Gardena. CA 90248 Pag~ 2 MAINTENANCE A<JREEMENT This Maintenance Agreement (this "Agreement'} is made and entered into this twenty-fourth day ot March, 2015, by Enterprise Fleet Management, Inc .. a Missouri corporation ("EFM"). and City of Temple CJty ("lessee"). WITNESSETH 1. LEASE. Reference ls hereby made to that certain Master Equity Lease Agreement dated as of the twenty-fourth day of March, 2015. by and between Enterprise FM Trust. a Delaware statutory trust. as lessor ("lessor"), and Lessee. as lessee (as the same may from lime to lime be amended, modified, extended, renewed, supplemented or restated, the 'Lease"). All capitalized terms lJsed and not othe1wise defirwd In this Agreement shall have the respective meanings ascribed to them In the Lease. 2. COVERED VEHICLES. This Agreement shall only apply to !hose vehicles le<~sed by Lessor to Lessee pursuant to the Lease to the e;.:tent Section 4 of the Schedule for such vehicle includes a charge for maintenance {the "Covered Vehicle{s)'). 3. TERM AND TERMINATION, The tem1 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 lermlnate this Agreement effective as of the last day of any calendar month witll 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 tim Covered Vehicles shall not affect any rlghls or obligalions under this Agreement which shall have previously accrued or shall !hereafter arise With respect to any occurrence prior to termination. and such rights and obligations shaH conUnue to be governed by the terms of this Agreement. 4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the tenns and conditions of this Agreemenl, 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) lire repair and replacement, (d) washing, {e) repair of damag·e due to lack of maintenance by Lessee between scheduled services (including, without limitation, failure. to maintain ttuid levels). {f) maintenance or repair of any alteralions 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, upfitler 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 assh;;tance or towing for vehicle maintenance purposes, (I) mobile services, (j) the cost of loaner or rental vehicles or {K) If the Covered Vet1lcle is a truck, (i) manual .ransmission clutch adjustment or replncement, (ii) braKe adjustment or replacement or (Ill) front axle alignment. Whenever it Is necessary to have a Covered Vehicle serviced, Lessee agrees to have the necessary work pertormed by an authorized dealer of SlJCh Covered Vel1icle 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 tenns and conditions. EFM will not havo any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless other.v!se agreed to by EFM. Notwithstanding any other provision or this Agre-ement to the contrary, (a) all serviCe perfonned within one hundred twenty (120) days priOr to the last day of the scheduled 'Term" {as defined In \tie Lease) for the app!lcable Covered Vehicle must be authorized by (!.nd have the prior consent l:lrid 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 afte-r 100,000 miles. 5. ENTERPRISE CARDS: EFM rnay, at its option, provide Lessee with an authorization card (the "EFM Card'') for use in authorizing the payment of charges inClJrred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be l!abte 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 lhe right to change the terms and conditions for the use of the EFM Card at any tlrne. The EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any Ume. Vpon the termination of this Agreement or lJpoo the demand of EFM, Lessee must return the EFM Card to EFM. The EFM Card Is non· transferable. 6. PAYMENT TERMS. The amollnt of the monthly maintenance fee wil! be listed on the applicable Schedule and will be due and payable In advance on the first day of each month. Jf 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 interost, 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) tho highest rate -allowed by applicable Jaw. The monthly maintenance lee set forth on each applicable Schedule allows U1e number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM a! the end of the applicable Term (whether by reas.on of termination of this Agreement or otherwise) an overmHeage 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 !Is option, permit l.essor, 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 ralher 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 PBODUCT, 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. lniltals; EFM Cust~~-Page 1 8. LESSOR NOT A PARTY. Lessor Is not a party to. and shall havo no rights. obligations or duties under or in respect of. th1s Agreement '· NOTICES. Any not1ce or other communication under this Agreemen\ shall be in writing and delivered in person or sent by facsimile, recognized .Jverntght cowier or registered or certified mail. return receipt requested and postago prepaid, to the applicable party at its addre~;;s or f<u;;simi!e number set forth on the signature page of this Agreement, or at such other address or facs1mde number as any party hereto may designute as 1!s address or facsimile number for communlcahons under this Agreement by no\ico so given_ Such notices shall be deemed effect1ve on the day on which delivered or sent if delivered in person or sent by facsimile, on the first {1sl) busmoss day after the day on which sent 1f sent by rocogniwd overnight courier or on the third (3rd) business day after tho day on which mailed. if sent by reg!slored or certified maiL 10. MISCELLANEOUS. This Agreement embodies the enllre 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 ol this Agreement which is prOhibited or unenforceable in any jurisdiction shall, as to llUch jurisdiction. be ineffective only to the extent of such proh1l>ition or unenforceabilily without invalidating U1e remaining provisions of thiS Agreement or affecting the va!idlly or enforceability of such provlsions ln any other junsdlc!ion_ This Agreement shall bo binding upon and inure to the benefit of the parties hereto and their respectlve successors and assigns, except lha! lessee may not assign. transfer or delegate any of its rights or obllgaHons under this Agreement without the prior written consent of EFM This Agreement shall be governed by and construed In occordance 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: City of Temple City By Title Address: 9701 Las Tunas Drive Temple Clly, CA 91780 AttonHon: Facslrnile No.: Date Signed: Cus!_·~--· EFM: Enterprise Fleet Management, tnc By Dan Simone!U TiHe RSM Address: 17210 S. Main St Ste.103 Gardena, CA 90248 Attention: Facsimile No.: Date Signed Pnge 2 ::l~li~il~. •r•lt1 :h'd::l~~ IIIA'•'<:Htl~~~~~:t~4· • . • • ~ ,,:.1:.11111.,.•"~1•1-!J 1) The undersigned applicanVbuyer ('Applicant'} represents th.al the information given 111. th1s app!ICB\Ion IS complete and accurate and authorizes Card Issuer to check with credit reportmg agencies. credit references and other sources di~c!osed to conf1rm Information grven, 2) Applicant requests a bus1ness Charge account if approved ror credit, and one or more business charge e<1rds from the card 1ssuer. wh1ch 1s Wright Express F1nanc1al Serv1ces Corporation ('Card Issue(); 3) Applicant agrees to the terms and condihons set forth in the BUs1ness Charge Account Agreement provided with this applicahon and/or prov 1ded w1th tile busmess charge card(s}. Use of any card issued pursuant to thts application conftrms Apphcanrs agreement to satd terms and conditions. 4)1f this Account tS for a partnership or a propnetorshtp, a partner or princtpal must stgn this application and the undersigned's personal credn Will be used in rnakmg a credtt deCISIOn and they hereby authOnze Card Issuer to obta1n a consumer report In the event that \Ius apphcalion is dented based upon informahon contained in a consumer credl! report of the understgned, they <tuthonze the C<trd Issuer to report the reason for the denial to the Applicant Direct \nquines of businesses where llle undersigned matntalns accounts may also be milde, 5) Applicant agrees thatmtne event the account is not patd as agreed. Card Issuer may repor1 the undersigned's !Jabilt\y lor und the status of 1110 account to credtl bureaus and others who may lawfully recetve such tnformatton 6) By prov1dmg the phone numbers below, you authonze us to contact you at any of these numbers regarding liltS npp!JC.at10n or ;;~ny account opened as a result of this apphca!ioi"\ If you have any questions regard1119 \h1s application, please call 1·888·3 13·9992 Full legal Company Name of ApphcanVBuyer City of Temple City rPnOn-.-,--------.--.--------..c--;;-----~---i I Fax# /6!6-285-2171 626-285-8192 Wnte company nama as you wtsh 1\to appear on cards ltmtl of 20 characters mcludmg spaces Unless speclfted no company name w1ll appear on cards DDDDDDDDDDDDDDDDDDDD DBA or AKA I Subs1d1ary of ~-----~~~~~~~~---~-~~~~~~~~~~~~~~~~~~~~ Headquarters Name. Phystcat Address and Phone tl (Do not mc!udc PO Box) SIC Coda or Type of Business Applicant's Taxpayer 10 II (TIN. FEIN or SSN) -,--c-~-------~---cc---------·~--~~----,-=--.--~----1 - Btl!tng Contact _j Billing Address I Ctty J State J :~~~" f.-------------- 1 _9::_7c..:Oc..:1c..:L:.:a:.:sc..:T:.:u:.:na::_s:_D::.:.:rivc..:e:_ _______ L...:Teimple City _____ ! CA_[_!J1_780 Pnnclp<t1[s)!Aulhonzed Offtcer[s) Tlt!e(s) - ' I '" BvS>oess Smce (yyyy) I Yea> of lncocpo<af>on (yyY\') -----------r,;sc;,yea;-SI;;t;.;;;;;;-- Choose Card Type(s) . ~·--------~T~v~ Monthly Fuel Expend1tvres Nurnbcr of Vehicles -~ DAti Fuel Only OAH Unrest~'"::"::d:__-:D:-s::o::m~e:_o::'_:•::'::cl:_' _t_:l $:__ __________ .. ·-· ___ _j_ ___ ·--·-·-~-------------j Complete this Section Accurately, Select One: 0 Corporation 0 Partnership D Proprietorship OPCorPA 0 LLC Is this account for a comp;my that has been Incorporated less than three years, a partnership, a proprietorship, a professional corporation or association, or a limited liability company? D No DYes (If YES, complete and attaeh the Personal Guaranty on page 2,) 1 Dcsrgnii\e the person au!henzed to receive all charge cards, reports. and other such informal,on we provtde !Tom time to llme and to take acttons Wl\h mspect to your account and <tCCOuflt access This is also the person destgnated by your company to provtde all !lee\ vehtcJC:. driver and other information we may request By Stgmng below, you also (1) des•gnate representat,ves from your card program.sponsor ("'Sponsor .. ) to have access to your account informahon tn order to facJh\ale customer servtce and account malnlen<Jnce requests on your beoholf, and [11) author1ze the Card Issuer Ia accept account maintenance reQuests and other mslrucuons from Sponsor on your behalf ------~------------_A~u-t-ho __ "'cecdcC-o_"~'-"_'~Nc•~"_'·-~----~--,-----·--,I_T_'"_'__ ~----·-------JPh~ne t1 fa:t t1 f-'-''_'_'"_'9_A_d_d_•_•'_'~'-''~"-''_''_'_'"_'_'_'o_m_"'_"_'"_9_'_d_d_"_'_'~' ______ ~_" __________ ·:_ ----~~-----~--~.--~~~-_-_~ -_ -_:l:s:t•:·~·~::z~,-·~·~,~~~~~~- Ema11 address 0 Check here tf busmess 15 exempt from motor fuels tax (sates representative wtll provlde t:"~rth~'::'~d~e~la:'=''~) ------------------ INFORMATION SHARING DISCLOSURE: Enterprise FteQ\ t·tlanagement. Card Issuer or tiS Affiliates may. \o the extent allowed by law, share 1nformat1on disclosed by or generated as a resull of this application to each other, and to merchants accepting the-card In addt!Jon, 1nfo1mation regarding your transactwns may be provided to ac.ceptmg merchants or their sef'<ice prov1c1ers lo factlita\e dtscounl9 or other promotional campatgns ol•nterest to you Program Costs: $40.00 one·tlme account setup fee, plus $2.00 per card, per month. Instructions: Complete and sign application. To speed processing, fax your application to us at Any person autllonzed S1gnature X AUTHORIZED SIGNATURE REQUIRED on behalf of a business attests that the Applicant is a valid business enhly. that. tf applicable. !he execution of this app!icatton has been duly actton of Applicant's body, and thai the understgned ts authoflzed to make lhts applicatiOn on Appllcanl's oeflalf Dale Print Name Tttle fnltia!s Plas\1c Type ENTX coupon Code: Account Numb.er 0463 ..Jf bank complies wl!h federo! Jaw which requtres aU financtal nJSitluttons to obtain, venty and record Information that tdenlifJes each company or pe1~on wt1o opens an account Whatlhts means for Appllcant. when Applicant opens an account. Card Issuer WJII ask for Applicant's name. address. date of birth, and ~ther mforrna11on that will allow card Issuer to ldenhfy Applicant. Card Issuer may also ask to see App!lcant's driver's hcense or other ldent1fytng documents for Applicant's busmess 63APPDSM{2111l ENTERPRISE FLEET MANAGEMENT/WRIGHT EXPRESS ACCOUNT APPLICATION - c:•ntd Complete the Personal Guaranty below only 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 or Card Issuer financing purchases under the Business Charge Account Agreement (as the same may hereafter be modified, exlended or amended, "the Agreemenl''}, the undersigned guarantor ("Guarantor<) hereby agrees to unconditionally personally guarantee payment and performance l1nder any account Qstabllshad pursuant to this application, of any obllgollon of Applicant to Card Issuer or any assignee of Card Issuer, in the everlt the above Appl!canl falls to do so. This is a guaranty of payment and not merely of collection. Guaranfor agrees to pay, upon demand, any amount owed by Applicant to Card Issuer and due undet the Agreement, Card Issuer shaH not be required to lnHiata any action against. nor exhaust any remedies with ruspect to Applicant or any other guarantor prior to making demand upon Guarantor. Guarantor hereby waives any notices regarding Applicant's account or this guaranty and r;~grees that this guaranty shall be applicable untirfhe Agreement has terminated and all amounts due have been paid !n full. Guarantor agrees thalln the event the account is not paid as agreed, Card IsSuer may report Guarantor's liabllity for and the status of the account to credit bureaus and others who may lawfully receive such informa\!on Guarantor hereby agrees that Card ISSl!er may extend the tune lor payment and release any other security for the agreemenl Wllhout affecting many way the obligations of Guarantor GuaraNor waives any and all suretyship defenses Personal cred1t of Guarantor Will be used in making a credit decis1on and Guarantor hereby authonzes Card Issuer to obtain a consumer credit report of Guarantor Direct inqumes of busmesses where the undersigned mamtains accounts may also be made In the evontlh1s application is denied based upon information in a consumer creditmport of Guarantor, Guara~jgr a\i!honzes the Car9 Issuer to report the reason lor the denial to Applicant Guarantor's Signature I Pnot Nome Dale of B1rth Social Socuoty No X Guarantor's Residential Address-street, city, slate, z1p (Do not include PO Box) Phone II Date (mrnddyy) • • • l. Opportunity U I Sales Code ~4-Dlgit Branch Code I Enterprise lni!!ats Plastic Type Coupon Codo Account Number ENTX 0463 G3 APP DSM (2111) ----------------------------------- TELEMATICS SERVICES AGREEMENT As of this 27~ day of February, 2014, (the "Effective Date") the parties below have agreed to the following Telematics SeNices Agreement (the "Agreement"), to be effective upon the execution the tater of the Effective Date of this Agreement and the following agreement(s) between the parties. [select any or all that apply] ([8'1) Master Equity Lease Agreement (with schedules). dated February 27. 2014. Master Walkaway Lease Agreement (with schedules), dated '20 WHEREAS, Enterprise Fleet Management. Inc. ("EFM") now offers in-vehicle telematics products and seNices (the "Tetematics Bundle(s)") and EFM is willing to make the Tetematics Bundle 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 Tetematics Bundle as consistent with the terms of this Agreement: 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 Bundle, Notice, Ownership, Access and Release. The Te!ematics Bundles shall require the Vehlcle(s), as defined below, to be equipped with a global posilioning system (GPS) device and other tetematics systems which may include hardware material and imbedded software to provide the Telematic Bundles seNice to Customer and EFM. The Vehicle shall also be equipped with an Event Data Recorder (EDR) or similar technology installed for the purpose of recording, compiling, synthesizing, reading, interpreting and transmitling data about the condition and operation of the Vehicle(s) to Customer and EFM. The Telemalics Bundles will record certain driving activities or actions, locations traveled and mileage driven as well as other Vehicle mechanical and operational data. By !heir signatures below. each party acknowledges that such systems utilize cellular telephone and/or radio signals to transmit data and communication and. therefore, privacy cannot be guaranteed and is specifically disclaimed as a condition of this Agreement and as a condition to receiving the Telematics Bundle from EFM. EFM shall use, and have access to store and use, all Vehicle information generated as a result of the use of Telematics Bundles. Customer acknowledges that such data and information may be recorded and that EFM shall be entitled to access and use !he same at its sole discretion. EFM shall be considered the owner of all such information and Customer hereby assigns any and all right and interest in the same to EFM in further considerntion for this Agreement. Customer releases EFM, operator of the telemalics system. software provider. wireless carrier(s) and other suppliers of components and/or services and their respective employees, officers, directors and agents from any damage (Including incidental and/or consequential damages) to persons (including without limitation Customer) or property caused by failure of the lelematics system to operate property. Third party seNice provtders are not agents of employees of EFM and EFM shall have no liability or responsibility with respect to the acts or omissions of those parties. 2. Vehicles. This Agreement shall only apply to those vehicles (i) leased to Customer by an affiliate of EFM in which EFM is seNicer under such tease or (ii) owned by Customer, provided that Customer has a valid Master Walkaway or Equity Lease Agreement (with schedules) in force with an affiliate of EFM. 3, Installation and Warranty. Customer shall pay EFM $99 for the initial installation of the Tetematics Bundles in each Vehicle. EFM and Customer shall agree on an acceptable time and location for inslallation of the Telematics Bundles. Failure by Customer to appear at the agreed upon installation lime and location (with a 1 hour grace period) shall result In additional installation charges imposed by EFM and payable by Customer prior to installation. The Telemalics Bundles shalt be activated upon installation. Replacement installation costs to Customer for any item not being replaced due to standard equipment warranty shall be $99. Under no circumstances shall Customer modify, install or deinstall the Telemallcs Bundles in any Vehicle without the prior written consent of EFM. The hardware and associated equipment installed on the Vehicle to support the Telemalics Bundles shall carry a one (1) year limited warranty from date of installation. Warranty terms and conditions shall be those as provided by the hardware and equipment manufacturer(s) at the lime of installation. l 4. Training. EFM and the third party service provider shall provide Customer and its employees with training and support materials on the functionality 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 Bundles and Customer shall not lake any action which would contribute to the destruction, loss or modification of the Telematics Bundles or the information and data generated and transmitted by the Telematics Bundles. 5. Wireless Service Provider; Termination. Customer shall execute a Wireless Service Agreement wrth a telecommunications carrier identified by EFM as a condition to purchase and installation of the Telematics Bundles. The Wireless Services Agreement shall provide for an ongoing, regular monthly charge, payable by Customer, for the use of the wireless services and software associated with the Telematics Bundles by Customer. EFM shall not be a party to such Wireless Services Agreement but termination of lhe same (for any reason) shall terminate this Agreement, unless othenwise agreed in writing by EFM. Termination of the agreement(s), as described above. will1 respect to the Vehicles and termination of this Agreement may terminate Customer's Wireless Services Agreement Early termination 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 Service Agreement and any other modifications to the same. This Agreement is terminable. upon written 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 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 Cl!STOMER OF ITS OBLIGATIONS lJNDER THIS AGREEMENT. INCLUDING THE PAYMENT TO EFM OF ANY CHARGES DUE l!NDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES AND THEIR AFFILIATES. 7. Indemnification. Customer agrees to defend. indemnify and hold EFM and its affiliates harmless from and against any and all losses. damages, liabilities, suits, claims, demands, costs and expenses (lncludlng, without limitation, reasonable attorneys' fees and expenses) which EFM and its affiliates may incur by reason of Customer's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement or its Wireless Services Agreement, or as a resull of any loss, damage, theft or destruction of any hardware or software or related to or arising out of or in connection with the use, operation or condition of any of 111e Telemalics Bundle(s). The provisions of this Section 7 shall survive any expiration or termination of this Agreement. 8. Miscellaneous. All terms and conditions of the agreement(s) othenwise 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 lhe parties with respect to the Telemalics Bundle 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, whicl1 shall be it EFM's sole discretion. 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). REMAINDER OF PAGE INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW 2 IN WITNESS, the parties have executed this Agreement, as of the dates respectively provided below. "ENTERPRISE FLEET MANAGEMENT, INC." "CUSTOMER" City of Temple City By: Dan Simonelli By: Its: Regional Sales Manager Its: Date: Date: 3 Fl ee t 1 100 2005 Honda Accord COO-Com munity Prese rvation 2 101 1998 Ford F-150 COO-Maintenance 3 102 2004 Chevy Silverado 2500 COO-Maintenance 4 103 1993 Ford F-250 COO-Mainte nance 5 104 2002 Ford F-150 P&R-Tree Crew 6 108 1999 Ford E-350 P&R-Recreation 7 109 1991 GMC Dump Truck P&R-Tree Crew 8 110 2004 Ford F·150 COO-Maintenanc e 9 116 2009 Ford Escape CDD ·Piannlng I to 118 1998 Ford F-250 COO-Maintenance l u 119 2002 Ford F-150 P&R-Main tenance 112 t 22 2003 Honda Civic P&R-Recreation 113 123 2008 Ford E·350XLT P&R-Recreation 114 Ne w P&R·Recreatlon I t s 124 2009 Ford Escape CDD·Publlc Safety I t s 125 2009 Ford Escape P&R-Recreation I n t26 2009 Fo rd Esca pe COD-Community Preservation I ts 129 2011 Toyota Prius P&R-Park Patrol 1 19 130 2011 Toyota Prius Man age ment Services 12o 13 t 2011 Toyota Prius COD·Building 121 132 20 t4 Chevrolet Silverado P&R·Maintenance lli2illi New Fleet Proposal YEAR, MilKE & MODEL 2016 Nissan Frontier SV Ki ng cab 2016 Ford F25 0 XL Supercab 8ft. Utility Body 2016 Ford F250 XL Superca b 8f t. Utility Body 2016 Ford F250 XL Supercab 8 ft. Utilit y Body 2015 Ford F150 XL Supercab Long Bed 2016 Ford Transit T250 Ca tgo Van F650 DUMP 2016 Ford F250 XL Supercab 8ft. Utility Body 2015 Ford C-Max Hybrid 2016 Ford F350 XLT Reg Cab DRW 2016 Ford F250 XL Supercab Long Bed 20t 5 Toyota Highlander Hybrid 20t 5 Ford Tra nsit t 50 8 Passenger 2015 Fo rd Transit 150 8 Passenger 20 15 Toyot a Highlander Hybrid 2015 Toyota Highlander Hybrid 20t6 Nissan Frontier 5V King Cab 2015 Toyota Highlander Hybrid 20t5 Ford C-Max Hybrid 2015 Ford C-Max Hybr id 2015 Ford F150 XL Supercab Long Be d ESTIMATED OPEN-ENDED (EQUITY) LEASE RATES 60-MONTH TERM 5,000 ANNUA L MILEAGE AVG. MONTHLY LEASE FULL EQUITY PAYMENT ' MAINTENANCE FROM inck.ldes tax PROGRAM ' RESALE $1,350 $369.93 $26.22 $1,350 $400.25 $28.00 $1,350 $400.25 $28.00 $1,350 $400.25 $28.00 $1,350 $392.09 $26.79 $1,350 $440.63 $28.00 $1,350 TBD TBO $1,350 $400.25 $28.00 AQMD $20,000 $52 .75 $28.00 $1,350 $459.18 $36.34 $1,350 $4 09.97 $28.00 AQMD $20 ,000 $2 57 .35 $2B.78 $t,350 $443.83 $26.17 $t ,350 $443.83 $26.17 AQMD $20,000 $257.35 $28.78 AQMD $20,000 $257.35 $28.78 $1,350 $369.93 $26.22 AQMD $20,000 $257.35 $28.78 AQMD $20,000 $52.75 $28.00 A QMD $20,000 $52.75 $28.00 $1,350 $392.09 $26.79 TOTAL $158,9 00 $6,5t0.13 $561.82 AME(Bilod) Tool Box, Traile r hitch, Light Bar Utility Body, l adder rack, light Bar, lift Gate, Trailer hitch Utility Body, Ladder rack, Light Bar, Lift Gate, Traile r hitch Utility Body, Ladder rack, Light Bar, Lift Gate, Trailer hi tch Tr ailer Hit ch, Tool Box, Light Bar, Lift Gate, Arrow Board NA Oumpbed, Light Bar Utilit y Body, Light Bar, Lift Gate, Trailer hitch NA Dump bed, Light bar, Trailer Hitch Light Bar, Lift Ga t e, Tra iler hi tch, Tool Box, Ladder Rack NA TOW HITCH NA Light Bar NA Tool Box, Trailer hitc h, Light Bar Light Bar NA Light Bar Trailer Hitch, Tool Box, Li ght Bar, Lilt Gat e Open-ended lease structur e has no mile age restrictions, no abno rmal wea r ilnd tear, and no early term ination penalties. Service Charge of $400 per unit is due at lease termination (or II CUed out of the proceeds on the sale of vehicle) 1. Monthly l ease Payment Includes Depreciati on an d lease Charge (I nterest). Tax is includ ed at 9% 2. Optional Full Maintenance Ptogram is a fixed and guaranteed monthly cost, which includes all preventative, un scheduled, and uncomm on repairs (oil changes, engines, transmissions, alternators, etc.) and 24·hou r Roadside Assistance. Exclud es breaks and tires. 3. Total M onthly Payment includes M on thly l ease Paym ent Including Tax and Full Maintenance Prog ram. 4 . Est imated Market Value is a projection of value at term based on th e mileage patterns. This value is ba sed on estimate s from Enterpri se's 1\ema rketing Dept and third party Automo tive leasing Guide (Al G). 5. Reduced Book Va lu e is the amount that is left on the books at lease term . lease options at term : 1} replilce existing vehicle with new vehicle, 2) pay RBV plus tax and own th e vehicle, and 3) extend t he p11yments for 11nother year or two. 6. Estimated Equity is Estimated Market Va lue minus Reduced Book Val ue. Equity can be used as the Down Payment on new vehicles, or as a chec k back to the City. 7 · Effective Monthly lease Cost calculates the estimated equity at term back into the payme nt divided by the term to show the true operating cost or each vehicle. LESSEE: CITY OF TEMPLE (cust ll 465572) BY: TITLE: DATE: l essee herby authorizes this vehicle order, agrees to lease th e vehicl e on th e terms set forth herin and In th e Master Equity lease Agreement an d agrees that lessor shall have the right to co llect damages In th e event lessee fails or reruses to accept delivery of the ordered veh icle. lessee cer tifies t hat more than SO'Yo of the use of the vehicle Is to be In trad e or busines s of the l essee. Enterprise FM Tr ust will be the owner of the vehicle covered by this Quote. Enterprise FM Trust wil l be th e lessor of such vehicl es under th e Master Open -End (Equity) l ease Agreement and sha ll have all righ ts and obligations of the l essor under the Master Open·End (equity) l ease Agreement with respe ct to such veh icles. Enterprise Fleet Confi dential 5/6/2015 TOTAL ESTIMATED REDUCED BOOK ESTIMATED EFFECTIVE MONTHLY MARKET VALUE VALUE AT TERM EQUITY AT MONTHLY PAYMENT ' ATTERM ' • TERM ' LEASECOST 1 $396.15 $11,786.00 $4,428.39 $7,357.61 $273.52 $428.25 $17,000.00 $4,791.40 $12,208.60 $224.77 $428.25 $17,000.00 $4,791.40 $12,208.60 $224.77 $428.25 $17,000.00 $4,791.40 $12,208 .60 $2 24.77 $418.88 $14,140.00 $4,692.60 $9,447.40 $261.42 $468.63 $13,389.00 $5,278.67 $8,110.33 $333.46 TBD TBD TBD TBD $428.25 $17,000.00 $4,791.40 $12,208.60 $224 .77 $80.75 $10,661.00 $2,152.20 $8,508.80 ($61 .06) $495.52 $18,000.00 $5,502.80 $12,497.20 $287.23 $437.97 $16,040.00 $4,908.60 $11,131.40 $252.45 $286.13 $22,549.00 $t9,902.20 $2,646.80 $242.02 $470.00 $t3,595.00 $5,317.46 $8,277.54 $332.04 $470.00 $13,595.00 $5,317.46 $8,277.54 $332.04 $286.13 $22,549.00 $1 9,902.20 $2,646.80 $242.02 $286.t3 $22,549.00 $t 9,902.20 $2,646.80 $242.02 $396.15 $11,786.00 $4,4 2B.39 $7,357.6t $273.52 $286.13 $22,549.00 $19,902.20 $2,646.80 $242,02 $80.75 $t0,66t.OO $2,152.20 $8,508.80 (S6t .06) $80.75 $t0,661.00 $2,t 52.20 $8,508.80 ($6 t .06) $4 t 8.88 $t4,140.00 $4,692.60 $9,447 .40 $261.42 $7,071.95 $316,650.00 $149,797.9 7 $166,852.03 $4,29 t .08 Page 1 Charles T. Ramsey Board Member. President Antonio Medrano Board Member. Clerk Madeline Kronenberg Board Member Elaine R. Merriweather Board Member Tony Thunnond Board Member Dr. Bruce Harter· Superintendent of Schools Bill Fay Associate Superintendent Operations Sheri Gamba Associate Superintendent Business Services Wendell Greer Associate Superintendent K~lZ Schools Nia Rashidchi Assistant Superintendent Educational Services Ann Relnhagen Assistant Superintendent Human Resources Steve Collins SELPA Director ATTACHMENT C WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 1108 Bissell Avenue Richmond, CA 94801-3135 (510) 231-1190 Contract Documents For Request for Proposal RFP #1112-03 VEHICLE FLEET MANAGEMENT SERVICES MARCH2012 TABLE. OF CONTENTS Notice Requesting Proposal ................................................................................ 2 2.0 Purpose of this RFP : ..................................................................................... 3 3. 0 Scope of Services .................................................................................. : ....... 3 3.1 Vehicle Leasing ................ : ........................................................................ 3 3.2 Fleet Vehicle Management ........................................................................ 5 3.2.1 Preventive Maintenance (PM) .................................................................... 5 3.2 .2 Maintenance and Repair ............................................................................ 6 3.2.3 Customer Service ........................................ : .............................................. 6 3.2.4 Project Organization and Management ...................................................... 7 3.4 Insurance & Accident Services .................................................................... 7 4.0 Responding to this RFP .............................................................................. 8 4.1 Form of Submittal ........................................................................................ 8 4.2 Part 1: Service Provider Information ............................................................ 9 4.3 Part 2: Technical Proposal.. ................................................................................................ 9 .. 4.4 Part 3: Price Proposal ......................................................................................... 9 4.5 Part 4: Copy of Proposed Lease Agreement.. ................................................ 10 5.0 Selection Process ...................................................................................... : ...... 10 6.0 Project Management ........................................................................................... 10 7.0 Evaluation of Proposals ................................................................................... 10 8.0 Additional Requirements .................................................................................. 11 General Conditions ............................................................................................ 11 Exhibit A ............ : ............................................................................................... 16 Exhibit B ............................................... : ............................................................ 17 ···~ Exhibit C ............................................................................................................ 18 Signature Sheet... .............................................................................................. 19 Proposer Conflict of Interest Statement.. ........................................................... 20 . Non-Collusion Affidavit of Proposer ................................................................... 21 1 WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 1108 Bissell Avenue, Richmond, CA 94801-3135 I NOTICE REQUESTING PROPOSALS I Notice is hereby given that sealed proposals for RFP #1112-03 will be received at the office of the Director of General Services, West Contra Costa Unified School District, 1108 Bissell Avenue Room 130, Richmond, California 94801-3135, up to the hour of 4:30p.m. on Friday April13, 2012 with a non-public opening. General Information West Contra Costa Unified School District Is seeking proposals for the following services: RFP #1112-03 Vehicle Fleet Management Services Proposals shall be delivered to the Purchasing Office, West Contra Costa Unified School District Administration Building, 1108 Bissell Avenue, Room 130, Richmond, CA 94801-3135. Proposals will be received until Friday April 13, 2012 at 4:30 p.m. with a non-public opening. Proposals received after the appointed lime and date will be returned unopened to the sender. The District reserves the right to reject any and all proposals or portions thereof, or to waive any informality in the RFP process. No proposal or any portion thereof may be withdrawn for a period of ninety (90) calendar days after due date. The successful Bidder may be required to comply with Education Code Section 45125.1. The successful Bidder and all sub-consultants must identify employees who may come in contact with pupils, and request a Department of Justice (DOJ) fingerprint check of these employees, receive the DOJ report and certify to the West Contra Costa Unified School District that no such employees have been convicted of a felony as defined in Section 45122.1 before allowing any pupil contact with employees. Proposal documents may be obtained at the Purchasing Department, West Contra Costa Unified School District, 1108 Bissell Avenue, Richmond, California 94801-3135. Telephone (51 0) 231-1190. Only complete sets will be issued. By order of the School Board of the West Contra Costa Unified School District of Contra Costa County, California. 2 Dr. Bruce Harter Superintendent of Schools 2.0 PURPOSE OF THIS RFP The West Contra Costa Unified School District (WCCUSD) is seeking proposals from qualified companies to provide fleet vehicle services. These services will include vehicle leasing and fleet vehicle management. WCCUSD intends to award one or multiple contracts. The service provider will be asked to bid 36, 48, and 60 month term lease. (The term of the contract will be for one year with four option years.) Bidders will submit pricing for the first ordering period and the following year's adjustment factor in response to this RFP. This RFP establishes a general scope and terms of services that should form the basis of each bidder's proposal, and the district will tentatively select a successful bidder on the basis of the submitted proposals. However, the District hereby notifies all prospective bidders that it reserves the right to enter into discussions with the tentative awardee to negotiate appropriate tailoring of the selected proposals and create a finalized set of terms and conditions for the contract. The District is taking this approach because the nature of the requirements and the varied details concerning how it might be satisfied by different contractors may necessitate additional clarification. This RFP is the means for prospective Contractors to submit their proposals to the WCCUSD for the services necessary to provide a complete fleet vehicle service program as described in this document. RFP TIM ELINE RFP Available March 30, 2012 RFI (Request for Information) Deadline Apri110, 2012 RFP Due Apri113, 2012 . RFP Evaluation April 161h -2?'h 2012 Board Approval May 9, 2012 3.0 SCOPE OF SERVICES The scope of services the WCCUSD is seeking under this section includes the following: • Vehicle Leasing Services • Fleet Vehicle Maintenance and Management Services • Insurance/Accident Management Services listed below will be considered minimum and must be identified and addressed in your proposal: 3.1 Vehicle Leasing: The number of vehicles to be considered as part of the leasing portion of this RFP will be a minimum of 15 vehicles with an estimated fleet of 40-60 vehicles over the 5 year period. 3.1.1 Vehicle lease terms shall be for a base period of 36, 48 and or 60 months from the award date for the first year and include 4 additional ordering periods. The vendor will be asked to provide pricing for a 36, 48, 60 month leases at 15k miles a year and bid a yearly adjustment factor. 3 3.1.2 3.1.3 3.1.4 3.1.5 3.1.6 3.1.7 3.1.8 3.1.9 3.1.10 3.1.11 3.1 .. 12 3.1.13 3.1.14 See Exhibit A price sheet. The WCCUSD reserves the right to order other types of vehicle through this contract other than what has been quoted. These vehicles will be irrevocably quoted. Leases are open ended with no mileage restrictions. Vehicles must be depreciated at 1.5% per month with a 10% Reduced Book Value for this RFP. List all other applicable charges. The WCCUSD inay extend the term of this Agreement by written notice to the Service Provider · within 90 days prior to the expiration of the current agreement. 30 days prior to the expiration or termination of orders against this contract the Vendor must supply End of Term Balance and Estimated Resale Value of the vehicles at the end of the 36, 48, or 60 month term. 30 days prior to the expiration or termination of orders against this contract, the Service Provider will contact WCCUSD to determine whether the vehicles should be returned to the same place where delivery was accomplished or to a destination mutually agreeable to both parties. 30 days prior to the expiration or termination of the orders against this contract, the Service Provider will provide WCCUSD with the estimated current market value of the orders considered for termination. The Service Provider will provide a written inspection report dated by both WCCUSD and the Service Provider within 5 days after the termination or expiration of the contract period for that vehicle. Within thirty 30 days after receipt of the vehicles, the Service Provider shall present WCCUSD with at least two of the highest bids for the vehicles. Funds received by the Service provider for disposing of the leased vehicle shall be used to reconcile the remaining reduced book value and any other fees remaining on the vehicle(s). Any and all adjustments will be made to WCCUSD. Any deficits below this amount will be the responsibility ofWCCUSD. WCCUSD may choose to extend the lease term of the vehicle by an additional period of tirne found mutually agreeable to each party 30 days prior to the expiration of termination of the order. The Service Provider will provide adjustments, if any, to the lease payments along with new reduced book values at the end of the extension period. Pricing will be for the duration of the contract period and for the length of any lease entered into during the contract period. It shall include all costs associated with the preparation of all paperwork necessary to procure and the actual procurement of all vehicle titles, licenses, and any other miscellaneous fees. Leased vehicles shall be those of the current model year as determined by the date on which 4 the vehicles are formally requested. 3.1.15 Vehicle warranty will be bumper to bumper for a minimum of 3 years or 36,000 miles. 3.1.16 All pre-delivery vehicle servicing will be performed in accordance with accepted new car delivery preparation standards. 3.1.17 Where applicable, each vehicle shall be equipped with all legal devices required for highway operation and meet all Department of Transportation, State of California, CALOSHA, and Federal standards and requirements. 3.1.18 All vehicles must meet California Emissions Standards. 3.1.19 The Service Provider shall submit a monthly invoice for payment due for all vehicles and services from the past month. For vehicles in WCCUSD's possession for the entire month, the Service Provider shall invoice at the full monthly amount shown in the contract. For vehicles in WCCUSD's possession for a partial month, the contractor shall invoice at a pro rata share of the monthly amounts based on the number of days the vehicle was in WCCUSD's possession. A month shall be interpreted as thirty days for the purposes of this computation. Rental payments do not begin to accrue until WCCUSD accepts delivery of the vehicle, and will be payable only for days the vehicle is in WCCUSD's possession, and shall cease upon return of the vehicle to the service provider. · 3.2 Fleet Vehicle Management: The service provider will be asked to provide: A. Driver support to coordinate repairs and minimize vehicle downtime B. Cost and quality controls for vehicle repairs C. Fleet management support and recommendations D. Quarterly metrics for costs and service E. Project Organization and Management F. Driver Safety Program 3.2.1 Preventive Maintenance (PM) The Service Provider will provide a preventive maintenance schedule with notification and documentation and a process for repair discovery during PM Service. The Service Provider must have a process of preventive maintenance in place that documents the service from initiation through closure. 3.2.1.1 All factory recommended preventative maintenance services as pre-scheduled and prescribed by the original equipment manufacturer to be performed at industry standard interval. 5 3.2.1.2 All incidental and parts required for the preventative maintenance (fluids, belts hoses, ignition and emission components, etc.). 3.2.2 Maintenance and Repair The Service provider will provide the following included services: 3.2.2.1 The vendor will need a network of maintenance and repair facilities at or around Richmond, CA. 3.2.2.2 Vehicle maintenance procedures for services are included in the firm's maintenance program. 3.2.2.3 Processes for tracking services and reporting of any maintenance markups. 3.2.2.4 A process for documenting the vehicle repair service from initiation to closure. 3.2.2.5 A quality assurance program for all services. 3.2.2.6 Strategies for minimizing repair times and driver downtime. 3.2.2. 7 A process for monitoring the repair process (time, labor rates, parts used, quality of repair and driver satisfaction). · 3.2.2.8 A support process in the event that a vehicle requires repair service but is under a manufacturer or repair facility warranty. The following maintenance and repair related information/reports for the WCCUSD: 3.3.2.1.1 Monthly Reports, Summary cost reports (body repairs, mechanical repairs, glass, car rentals, . etc.), Custom Reports as Requested, and Information Processing. 3.3.2.1.2 Quarterly Metrics, WCCUSD trends (average cost of repairs, average number of days for repairs, etc.), WCCUSD performance vs. other accounts, Vendor performance vs. Industry (average cost of repairs, average number of days for repairs, etc.), WCCUSD opportunities. 3.3.2.1.3 A warranty monitoring and management warranty claim service, including a process to . secure extended warranty (out of warranty) non-warranty items. 3.2.3 Customer Service that includes the following: 3.2.3.1 A local contact person available Monday -Friday ?am -5pm 3.2.3.2 Quarterly, semi-annual or annual fleet reviews for clients. 3.2.3.3 Emergency roadside assistance 24x7 6 3.2.4 Project Organization and Management 3.2.4.1 The Service provider shall establish and maintain an appropriate organizational structure to enable the management of the program. Documentation supporting the service provider's ability to service the contract (including but not limited to office location, service provider network, leasing location) should be included with the 3.4 INSURANCE AND ACCIDENT SERVICES: Services should include: 3.4.1 Insurance-The WCCUSD shall be responsible to provide commercial automobile liability insurance, or an equivalent self-insurance program, covering its liability arising out of the operation of each vehicle with limits of liability of $2,000,000 on any one accident or loss. 3.4.2 Collision and Comprehensive Damage and Repairs: As required under the provisions of Section 3.2.2.4 of this Agreement the vendor shall be responsible for repairs of all damage to any vehicl.e. The vendor may charge back to the WCCUSD the first $1000.00 on any loss or damage. The vendor is also responsible for all administrative details for all accident reports/repairs, subrogation and insurance processes including: *Towing arrangements * Car/van rental arrangements *Appraisals and photographs *Salvage * Claims recovery assistance * Coordination of subrogation and loss recovery *Third party physical damage claims * Reporting associated with accident, repair, subrogation claims, recoveries and legal proceedings involving physical damage to the vehicles, and * Accident activity reports 3.4.3 As part of accident administration, the vendor will be required to receive telephonic reports of · all accidents involving property damage. The associated costs for providing this accident administrative service must be identified in Exhibit A. The WCCUSD will require that the vendor cooperate with the investigation and administration of any claims or lawsuits arising from the operation of a vehicle. 3.4.4 Minimally, the selected vendor will be required to provide the following information: • Monthly listing of all accidents that have been reported with an indication of cost to repair a damaged vehicle. 7 " Quarterly subrogation activity report showing the current status of each file. " Monthly report showing damages recovered for the reporting period and the cost of repairs for each vehicle. Funds recovered should accompany this report. " Semi-annual report to include total cost of repairs and total of recovered damages. 3.4.5 ALTERNATE SECTION 3.4.1 In the alternate section the vendor should include in its proposal in Exhibit A the cost of providing commercial automobile liability insurance for claims or lawsuits brought against the WCCUSD, arising out of the operation of each vehicle with limits of liability of $2,000,000 any one accident or loss (legal defense costs are to be in addition to the limits of liability), as well as the cost of accident investigation and claim administration services as follows: " As part of the accident administration, the vendor will be required to receive telephonic reports of all accidents involving property damage. " Provide the WCCUSD with monthly toss reports listing any reported claim or lawsuit with a reserve for expected liability and defense costs. " Cooperate with the WCCUSD. " Administration and defense of any claims or lawsuits arising from the operation of a vehicle. 4.0 RESPONDING TO THIS RFP 4.1 Form of Submittal In order for a Proposal to be considered responsive and acceptable for evaluation by the WCCUSD, the Proposal must contain the following information and be submitted according to the following guidelines: 4.1.1 Proposal shall consist of, and be organized into the following four (4) parts, prepared and submitted as described in more detail below: 1. Service Provider Information 2. Technical Proposal 3. Cost Proposal 4. Copy of Proposed Lease Agreement 4.1.2 Please mark the visible outside surface (i.e. the outside surface of overnight courier package or other container) of the materials you submit to the WCCUSD with the words "Vehicle Fleet Management Services -RFP # 1112-03. 4.1.3 Materials should include three (3) hard copies of the Proposal, each including a completed copy of the Price Proposal Form given in Attachment A 1, and the proposed lease agreement. 8 They also should include a single hard copy of the Payee Data Record. These are more fully described below: 4.2 Part 1: Service Provider Information 4.2.1 Overview of your organization. 4.2.2 Names, addresses, and telephone numbers of five (5) client references for whom the Service Provider has provided similar services at some point in the last 18 months. By virtue of submission of the Service Provider's Proposal identifying said clients, Service Provider thereby releases the WCCUSD and said clients from any liability for any and all claims of harm caused to Service Provider's reputation by virtue of said discussions. 4.3 Part 2: Technical Proposal 4.3.1 Describe the team you propose to assemble to manage the WCCUSD account, perform the fleet management services, and handle the daily order processing/tracking, invoicing and related contract administration. 4.3.2 Provide resumes describing the background and experience of the key staff you intend to assign for the performance of the work, describing each individual's ability and experience in conducting the proposed activities. · 4.3.3 Review Section 3 (Scope of Services) of this RFP and respond point-by-point to each of . the requirements. Indicate if you can meet the requirement or not, or if you can meet the requirement only under certain conditions or circumstances. If you are not able to meet the requirement, please briefly explain why, noting any concerns or issues we should be aware of. If you are able to meet the requirement, please provide further details, as appropriate, on how you plan to do so. For each response, 'please reference our Section 3 paragraph number. 4.3.4 Provide any additional information you believe should be considered in the evaluation of your proposal. · 4.4 Part 3: Price Proposal 4.4.1 Proposal should include the proposed fee schedule for all vehicle fleet management services specified in RFP Section 3.0 (Scope of Services). It should also have completed cost items in · the attached Exhibit A. 4.4.2 Provide you're pricing in the form of Fixed Prices. The prices you offer must be firm fixed prices and rates for the three, four or five year periods, beginning in 2012, and are not subject to change during those time periods. 4.4.3 The WCCUSD prefers fixed prices rather than hourly rates wherever possible. 4.44 The WCCUSD reserves the right to use this contract in the future to quote other vehicle pricing 9 as our vehicle requirements may change. 4.5 Part 4: Copy of Proposed Lease Agreement A copy of the Lease Agreement under which you propose to provide vehicles: The Vendor's lease agreement must not require any prepayment for the goods and services to be provided hereunder . . The Vendor's lease agreement shall not specify the payment of any finance charges or interest on the part of the WCCUSD. Responsive Proposals should provide straightforward, concise information that satisfies the requirements specified. Expensive bindings, color displays, and the like are not necessary. Emphasis should be placed on brevity, conformity to instructions, specified requirements of this RFP, and clarity of content. 5.0 SELECTION PROCESS 5.1. An evaluation panel composed of WCCUSD staff will review and score the Proposals, based on the selection criteria. 5.2. WCCUSD reserves the right to conduct follow up interviews with selected proposers. Interviews would be held at the WCCUSD offices in Richmond, CA. 5.3. At any time, WCCUSD may contact previous Clients and Owners to verify the experience and performance of the prospective Vendors, their key personnel, and their sub-consultants. 6.0 PROJECT MANAGEMENT The Project Manager for this RFP process is: David Johnston Director of General Services 1108 Bissell Avenue Richmond, CA 94804 Any questions regarding the RFP or the RFP process shall be directed in writing to the above at djohnston@wccusd.net 10 7.0 EVALUATION OF PROPOSALS The WCCUSD will evaluate Proposals using the following criteria: Points Criteria 100 points maximum 50 Qualifications: Company's ability to perform all functions necessary in providing the Vehicle Fleet Management services outlined in Section 3.0 of RFP. 25 Experience of Company: Demonstrated experience of the company in relation to the scope and quality of service provided to customers in the past. 25 Cost: The cost evaluation will be rated using the pricing spreadsheets from Exhibit A. Please also provide and explanation of the terms you recommend leasing the vehicle for that will best fit WCCUSD's needs. 8.0 ADDITIONAL REQUIREMENTS 8.1 Proposals should be sent by registered mail, certified mail, overnight courier, or by hand delivery. Incomplete proposals and/or proposals received after the deadline may be rejected without review. 8.2 Registered Prospective Vendors may submit questions to the WCCUSD via e·maillo djohnston@wccusd.net no later April1 0, 2012. Please indicate the RFP number and title in the subject line: Contact with the WCCUSD shall be made only through this email address; telephone calls will not be accepted. . 8.3 All noiices, clarifications, and addenda to this RFP will be posted on www.wccusd.net. Please monitor that website for all information regarding this RFP; the WCCUSD is not responsible for sending individual notification of changes or updates. It is the sole responsibility of the prospective Vendors to remain appraised of changes to the RFP. A. GENERAL CONDITIONS 1. This solicitation document, the evaluation of proposals, and the award of any contract shall conform with current competitive bidding procedures as they relate to the procurement of 11 goods and seNices. A vendor's proposal is an irrevocable offer for 30 days following the deadline for its submission. 2. In addition to explaining the WCCUSD'S requirements, the solicitation document includes instructions which prescribe the format and content of proposals. B. Errors in the solicitation document 1. If a vendor submitting a proposal discovers any ambiguity, conflict, discrepancy, omission, or other error in this solicitation document, the vendor shall immediately provide the WCCUSD with written notice of the problem and request that the solicitation document be clarified or modified. Without disclosing the source of the request, the WCCUSD may modifY the solicitation document prior to the date fixed for submission of proposals by issuing an addendum to all vendors to whom the solicitation document was sent. 2. If prior to the date fixed for submission of proposals a vendor submitting a proposal knows of or should have known of an error in the solicitation document but fails to notify the WCCUSD of the error, the vendor shall bid at its own risk, and if the vendor is awarded the contract, it shall not be entitled to additional compensation or time by reason of the error or its later correction. C. Questions regarding the solicitation document 1. If a vendor's question relates to a proprietary aspect of its proposal and the question would expose proprietary information if disclosed to competitors, the vendor may submit the question in writing, conspicuously marking it as "CONFIDENTIAL." With the question, the vendor must submit a statement explaining why the question is sensitive. If the WCCUSD concurs that the disclosure of the question or answer would expose proprietary information, the question will be . answered, and both the question and answer will be kept in confidence. If the WCCUSD does not concur regarding the proprietary nature of the question, the question will not be answered in this manner and the vendor will be notified. 2. If a vendor submitting a proposal believes that one or more of the solicitation document's requirements is onerous or unfair, or that it unnecessarily precludes less costly or alternative solutions, the vendor rnay subrnit a written request that the solicitation document be changed. The request must set forth the recommended change and vendor's reasons for proposing the change. Any such request must be submitted to the Purchasing Director by the proposal due date and time listed on the cover letter of this RFP. D. Addenda 1. The WCCUSD may modifY the solicitation document prior to the date fixed for submission of proposals by faxing an addendum to the vendors to whom the solicitation document was serit. If any vendor determines that an addendum unnecessarily restricts its ability to bid, it must notifY the project manager no later than one day following the receipt of the addendum. 12 E. Withdrawal and resubmission/modification of proposals 1. A vendor may withdraw its proposal at any time prior to the deadline for submitting proposals by . notifying the WCCUSD in writing of its withdrawal. The notice must be signed by the vendor. The vendor may thereafter submit a new or modified proposal, provided that it is received at the WCCUSD no later than the proposal due date and time listed on the cover letter of this RFP. Modifications offered in any other manner, oral or written, will not be considered. Proposals cannot be changed or withdrawn after the proposal due date and time listed on the coversheet of this RFP. F. Evaluation process 1. An evaluation team will review in detail all proposals that are received to determine the extent to which they comply with solicitation document requirements. 2. If a proposal fails to meet a material solicitation document requirement, the proposal may be rejected. A deviation is material to the extent that a response is not in substantial accord with solicitation document requirements. Material deviations cannot be waived. Immaterial deviations may cause a bid to be rejected. 3. · Proposals that contain false or misleading statements may be rejected if in the WCCUSD's opinion the information was intended to mislead the state regarding a requirement of the solicitation document. 4. Cost sheets will be checked only if a proposal is determined to be otherwise qualified. All figures entered on the cost sheets must be clearly legible. 5. During the evaluation process, the WCCUSD may require a vendor's representative to answer questions with regard to the vendor's proposal. Failure of a vendor to demonstrate that the claims made in its proposal are in fact true may be sufficient cause for deeming a proposal nonresponsive. G. Rejection of Bids 1. The WCCUSD may reject any or all proposals and may or may not waive an immaterial deviation or defect in a bid. The WCCUSD's waiver of an immaterial deviation or defect shall in no way modify the solicitation document or excuse a vendor from full compliance with solicitation document specifications. The WCCUSD reserves the right to accept or reject any or all of the items in the proposal, to award the contract in whole or in part and/or negotiate any ora II items with individual vendors if it is deemed in the WCCUSD's best interest. Moreover, the WCCUSD reserves the right to make no selection if proposals are deemed to be outside the fiscal constraint or against the best interest of the State of California. 13 H. Award of contract· 1. Award of contract, if made, will be in accordance with the solicitation document to a responsible vendor submitting a proposal compliant with all the requirements of the solicitation document and any addenda thereto, except for such immaterial defects as may be waived by the WCCUSD. 2. The WCCUSD reserves the right to determine the suitability of proposals for contracts on the basis of a proposal's meeting administrative requirements, technical requirements, its assessment of the quality of service and performance of items proposed, and cost. I. Decision 1. Questions regarding the WCCUSD's award of any business on the basis of proposals submitted in response to this solicitation document, or on any related matter, should be addressed to the individual listed in the Submission of Proposals section on the coversheet of this RFP who will forward the matter to the appropriate contracting officer. ) J. Execution of contracts 1. The WCCUSD will make a reasonable effort to execute any contract based on this solicitation document within 30 days of selecting a proposal that best meets its requirements. However, exceptions taken by a vendor may delay execution of a contract. 2. A vendor submitting a proposal must be prepared to use a standard District contract form rather _than its own contract form. M. Disposition of materials 1. All materials submitted in response to this solicitation_documentwill become the property of the District and will be returned only at the WCCUSD's option and at the expense of the vendor submitting the proposal. One copy of a submitted proposal will be retained for official files and become a public record. Any material that a vendor considers as confidential but does not meet the disclosure exemption requirements of the California Public Records Act should not be included in the vendor's proposal as it may be made available to the public. N. Payment 1. Payment terms will be specified in any agreement that may ensue as a result of this solicitation document. 2. THE DISTRICT DOES NOT MAKE ANY ADVANCE PAYMENT FOR SERVICES. Payment is normally made based upon completion of tasks as provide in the agreement between the WCCUSD and the selected vendor. The WCCUSD may withhold ten percent of each invoice until receipt and acceptance of the final product. The amount of the withhold may depend upon 14 the length of the project and the payment schedule provide in the agreement between the WCCUSD and the selected vendor. · 0. Governing Law California Law. This RFP shall be governed by and the rights, duties and obligations of the Parties shall be determined and enforced in accordance with the laws of the State of California. · The Parties further agree that any action or proceeding brought to enforce the terms and conditions of this Agreement shall be maintained in Contra Costa County, California. P. Non-Appropriation of Funds Lessee warrants that it has funds available to pay all rents (the "Lease Payments") payable under an approved lease-identified Lease until the end of Lessee's current appropriation periods. If Lessee's legislative body or other funding authority does not appropriate funds for Lease Payments for any subsequent appropriation period and lease does not otherwise have funds available to lawfully pay the Lease Payments (a "Non-Appropriation Event") Lessee may subject to the conditions herein and upon written notice to Lessor (the "Non-Appropriation Notice"), effective 60 days after the later of Lessor's receipt of same or the end of the Lessee's current appropriation period (the Non-Appropriation Date"), terminate the lease and be released of its obligation to make all Lease Payments due Lessor coming due after the Non-Appropriation Date. As a condition to exercising its rights, Lessee shall (1) provide in the Non-Appropriation Notice a certification of a responsible official that a Non-Appropriation Event has occurred, (2) deliver to Lessor n opinion of Lessee's counsel (Addressed to Lessor) verifying that the Non-Appropriation Event as set forth in the Non-Appropriation Notice has occurred, (3) return the Vehicle(s) subject to the Lease on or before the Non-Appropriation Date to Lessor or a location designated by Lessor, in the condition required by and in accordance with the return provisions of the lease and at Lessee's expense, and (4) pay Lessor all sums payable under the Lease up to the Non-Appropriation Date. 15 Exhibit A Pricing Schedule using 1.5% depreciation per month and a 10% Reduced book value 15,000 miles per year Daily Loaner Vehicle Monthly Vehicle Type Model Monthly Lease Cost Cost/Insurance Maintenance 36 48 60 Included unlimited Management months months months mileage Cost )!,! ton pickup 2 door %ton pickup 2 door 1 ton pickup 2 door % ton service 2 door utility body Sport utility 4 door . truck )!,! ton cargo Without side van windows %cargo van Without side windows Mini Cargo Without side van windows Compact Y, 2 door ton pickup Car 2 door Car 4 door 16 Exhibit B: Vehicle Specifications -All specs below should be included for each vehicle Automatic Transition Yes Power Brakes Yes Cloth Seats Yes Color White AM/FM Stereo Yes Air Condoning Yes Factory Standard Wheels Yes Factory Standard Tires Yes Spare Tire -Factory Standard Yes Rear Window Defroster Yes 17 EXHIBIT C: PARTICIPATING LOCATIONS AND NETWORK Please provide a listing of Participating Locations- Bidder may attach the listing to this sheet. Service Provider Network - Bidder may attach the listing to this sheet. 18 THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL SIGNATURE SHEET West Contra Costa Unified School District RFP # 1112-03 VEHICLE FLEET MANAGEMENT SERVICES I, the undersigned, do hereby acknowledge I have read all the requests listed herein and have submitted my proposal accordingly. I have submitted all documentation required. Company Name: _______________________ _ Principal Location of the Company: __________________ _ Authorized Principal in Charge of Project:. ________________ _ Type or print name as signed above: _______ ~---------- . Direct telephone: (, ____ ), _________________ _ Fax Number: ( )•----------------- Cell Phone: ( ), ________________ _ Email Address: Local Location if different from above:. _________________ _ Authorized Person in Charge of Project at this Location:. ___________ _ Signature:._~------------------------- Type or print name as signed above:. _________________ _ Direct telephone: (,_·_-cL ___________________ _ FaxNumber: (1 __ ~-------------------- Cell Phone: )'----------------~-- Email: 19 THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL PROPOSER CONFLICT OF INTEREST STATEMENT STATE OF CALIFORNIA, CITY OF~-----,::------,------------:--:--- Before me, the undersigned authority, personally appeared _______ , who was duly sworn deposes and states: 1. I am the -----------,--·of --=-,-------------~-w.ith a local office in and principal office in --::cc:--::-::-c-:---- City & State City & State 2. The above named entity is submitting a Proposal for the West Contra Costa USD RFP #1112-03 described as Request for Proposal Vehicle Fleet Management Services. 3. The Affiant has made diligent inquiry and provides the information contained in the Affidavit based upon his/her own knowledge. 4. The Affiant states that only one submittal for the above proposal is being submitted and that the above named entity has no financial interest in other entities submitting proposals for the same project. 5. Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraints of free competitive pricing in connection with the entity's submHtal for the above proposal. This statement restricts the discussion of pricing data until the completion of negotiations if necessary and execution of the Contract for this project. 6. Neither the entity not its affiliates, nor anyone associated with them, is presently suspended or otherwise ineligible from participation il) contract letting by any local, State, or Federal Agency. 7. Neither the entity nor its affiliates, nor anyone associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project. 8. I certify that no member of the entity's ownership or management is presently applying for an employee position with the West Contra Costa Unified School District. 9. I certify that no member of the entity's ownership or management, or staff has a vested interest in any aspect of West Contra Costa Unified School District. 10. In the event that a conflict of interest is identified in the provision of services, I, on behalf of the above named entity, will immediately notify the West Contra Costa Unified School District. DATED this _________ .day of __________ ___,.:20,_1!.=.2. (Affiant) Typed Name and Title Sworn to and subscribed before me this _____ day of -----c,.--------~2::0,_1!.=.2. Personally Known Or produced identification ____ _ Identification type:_-=--------~------------­ Notary Public-State of -,----:--,--:------::---:----:-::------- Printed, typed, or stamped commissioned name of notary public. My commission expires: ____________________ _ 20 THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL NON-COLLUSION AFFIDAVIT OF PROPOSER STATE OF ________________ _ COUNTY OF ______________ _ ___________________ , being duly sworn, deposes and says that: 1. He/She is -=~----------of---:::----~----the proposer Title Company Name that has submitted the attached proposal; 2. He/She is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal; . 3. Such Proposal is genuine and is not a collusive or sham proposal; 4. Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, connived, or agreed, directly or indirectly, with any other proposer, firm or person to submit a collusive or sham Proposal in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other proposer, firm, or person to fix the price or prices in the attached proposal or any other proposer, or to fix any overhead, profit or cost element of the proposal price or the proposal price of any other proposer, or to secure through any collusion, connivance, or unlawful agreement any advantage against the West Contra Costa Unified School District, or any person interested in the proposed Contract; and 5. The price or prices quoted in the attached proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. SIGNED---------------------- TITLE-------------------~ SUBSCRIBED AND SWORN TO BEFORE ME THIS DAY OF __ , 20_. Notary Public, State of California My Commission Expires: ________ _ *** END OF REQUEST FOR PROPOSAL*** 21 West Contra Costa Unified School District 1108 Bi~~ell Avenue Richmond, California 94801 Office of the Superintendent ATTACHMENT D ITEM REQUIRING ATTENTION···-BOARD OF EDUCATION To: Board of Education Meeting Date: June 13, 2012 From: Bill Fay Agenda Item: cr c .17 Associate Superintendent for Operations Subject: RFP #112·03 Vehicle Fleet Management Services Background Information: The District has an aging fleet of vehicles that has reached a point of needing the replacement of twenty vehicles that in some cases have already been placed out of service due to safety and or the age of the vehicle. The District solicited an RFP for a vehicle Fleet Management Service Program. llis program would include the leasing of vehicles for a sixty month term to include full maintenance and insurance for each vehicle. Four firms were solicited and the District received a response from one vendor. Enterprise Fleet Management responded to the RFP. Recommendation: Recommend sixty month lease with Enterprise Fleet Management. Fisca!Impact: Annually $78,182.55 RRM, $18,057.56 MRAD, $12,876.71 Safety DISPOSITION BY BOARD OF EDUCATION Motion by: ________ _ Seconded by:--------- Approved------Not Approved'-------Tabled'----- funded RRM Quantity Vehicle Monthly Full Maintenance Costs Monthly Full Maintenance Costs Monthly Full Maintenance Costs Mobile Total Monthly Costs Moblle West Contra Costa Unified School District II 08 Bissell Avenue Sheri Gamba Associate Superintendent, Business Sen•ices July 16, 2013 Mark D. Wing Sr. Account Manager 2950 Merced St., Ste. 100 San Leandro, CA 94577 Richmond, California 94801-3135 (510) 231-1190 D Fax (510)236-0464 Bruce Harter, Ph. D. Superintendent of Schools ATTACHMENT E David .Johnston Direc/OJ', Geneml Sen•ices RE: Extension of Award of Contract RFP # 1112-03 Vehicle Fleet Management Services Dear Mr. Wing, West Contra Costa Unified School District is pleased to inform you that it will be extending the Contract RFP #1112-03 Vehicle Fleet Management Services with Enterprise Fleet Management for an additional 3 years through 7/16/2016. Other municipalities and agencies, who are interested in purchasing using this awarded contract, may do so. The municipalities and agencies utilizing this contract as a "piggyback" will place orders with, and make payments directly to Enterprise Fleet Management. We look fmward to working with you. Please contact me if you have any questions. Sincerely, a~-·~~;, David Johnston Director, General Services Cc: Luis Freese, Executive Director, Maintenance and Operations Date: Meeting of: St1bject: Reference: ATTACHMENT F . '·"·" District Manager's Report January 13, 2012 ItemNo. 8 San Gabriel Valley Mosquito & Vector Control Distl·ict B.oard of T1·ustees · Consider Requ,est for Bids-District Vehicles Attached* This District last purchased a vehicle with its own funds in 2004. Our six newest trucks wore purchased in 2005 and .2006 with State grants which were available to vector control districts to help manage West Nile virus. · Nineteen of our 26 vehicles are over 10 years old, which is beyond the industry standard of five to seven years of useable life. Seven are 1998 Chevy/GMC trucks which requil'e a cl'itical part for their ABS ~ystem which is no longer being made. One truck is now inoperable because of this, and staff is concerned that more could follow rendering them virtually worthless except for salvage. The majority of our :fleet is unreliable and frequent breakdowns produce concerns about safety and hinder staff from properly conducting inspections, treatment, and surveillance. 'Repairs to the older vehicles approach or exceed their current value. The newest vehicles · are nearing the end of then: useful life, but can still be sold at a good price. With both West Nile virus and Aedes albopictus present in our District, efficiency is vital. It is important that we replace our aging fleet soon as well as develop a plan to replace vehicles regularly. · In December as instructed by the Board, staff solicited proposals from 12 agencies to purchase or lease four 4 :x 4 and two 4 x 2 full size pickup trucks. Enterprise Fleet Management (Enterprise) was the only agency that responded. Enterprise has been in business for over 50 years and its clients include the Cities of Torrance and Santa Ana, Omnitrans, and the Metropolitan Transit System of San Diego. Enterpdse proposes a five year open ended lease with no fixed term, no mileage restrictions, and no abnormal wear and tear charges. The estimated cost for leasing the six trucks is as follows: Per month-$2, 178 Per year-$26,136 Five years· $130,678 The estimated cost based on invoice price for purchasing the six vehicles is $176,238. At the end of the lease, the District may: · • Have Enterprise sell the vehicles ·and refund any gains from the Reduced Book Value (estimated resale value is $11,110 for the 4x4, $9,085 for the 4x2) • Extend • Purchase the vehicles at the Reduced Book Value ($5,590 for the 4x4, $4877 for the 4x2)the term of the lease • Have Enterprise replace the vehicles with new models and apply any gains to the replacement vehicle The total cost if the District purchases the vehicles (lease plus estimated Reduced Book ·Value) is: $130,678 + ($5,590x4) + ($4,877x2) = $162,824 Leasing the six vehicles will allow us to sell the 1998 trucks before they are completely inoperable and help us accumulate reserves so we may develop a program to regularly replace vehicles before their useful life expires. Manager's Recommendation Lease four Ford F 150 4 x 4 and two 4 x 2 full size pickup trucks from Enterprise Fleet Management for $2,177.96 per month Alternative Do not lease vehicles Fiscal Impact $2,177.96 per month, $26,136 per year, $130,678 for 60 months if the vehicles are leased for the full term Respectfully submitted ~~ Kenn Fujioka District Manager January 4, 2012 Mr. Kenn Fujioka San Gabriel Valley Mosquito and Vector Control District 1145 North Azusa Canyon Road West Covina, CA 91790 RE: PURCHASE OR LEASE OF FLEET VEHICLES Dear Mr. Fujioka, Thank you for giving Enterprise Fleet Management the opportunity to respond to the San Gabriel Valley Mosquito and Vector Control District's Request for Proposal. With over 50 years of experience along with managing approximately 1.1 million vehicles today, Enterprise Fleet Management, a subsidiary of Enterprise Holdings Inc., is uniquely qualified to fulfill the needs outlined in this RFB. Our resources are available to our customers through a professional and personalized approach. The District will have access to a local Account Team that is specifically assigned to ensure the highest level of customer service. Your Account Team includes an Account Manager and other key personnel who will meet with you regularly, and in person, to develop and evolve your customized transportation solutions. Our programs are designed for the needs of light and medium duty fleets, with the ability to offer programs consisting of: Acquisition, Funding, License & Registration, Rental, Maintenance, Fuel, Risk Management, and Disposal. Enclosed, you will find an illustration of the Annual Client Review, a tool that facilitates this ongoing consultation. Our experience, financial stability, commitment to customer service, and partnerships with other municipalities enable us to be the best company to help District staff achieve its goal of sustaining an updated vehicle fleet while improving current processes and reduce costs. Our expertise in fleet management allows us to make recommendations that will improve the effectiveness and efficiency in the utilization of equipment, infrastructure, and financial resources fo.r the District. Although the primary function of this RFP is to provide a six replacement vehicles through purchase or lease, Enterprise is submitting a fleet management solution that will assist the District in every aspect of managing a fleet of vehicles, including acquisition of light and medium duty vehicles and a proactive fleet management program. The District's challenges of increased maintenance expenses is a direct result of the bigger fleet dilemma of running aged vehicles. In order to achieve the District's goal of obtaining a comprehensive fleet management program, the District must review the correlating factors that impact maintenance costs-limited or no capital budget to replace vehicles, therefore, the District is forced to extend the vehicle lifecycles; and thus, maintenance expenses skyrocket due to running an aged fleet. Enterprise has specifically customized a program based on 'the needs of the District. Our goal is to assist the District by implementing a fleet replacement policy through cycling of vehicles, refreshing the aging fleet by bridging the funding gaps to alleviate future delays in acquisition through an Open-ended Lease structure, managing the vehicle maintenance process to control and reduce expenses, and providing exceptional service through our local Account Team. This turn-key, complete fleet management program will allow the District the flexibility to maneuver through the many moving parts of managing its vehicle fleet, and help the District understand the intricacies of how running a shorter vehicle lifecycle will lower maintenance and repair costs, improve fleet utilization, and decrease · downtime and turnaround time. Thank you again for the opportunity to submit this proposal. Our partnerships with other municipalities, including the City of Torrance, City of Compton, City of Santa Ana, San Diego Metropolitan Transit System, and many others, allow us to be highly qualified to support the District's fleet needs. Sincerely, Phan Kaffka Contact Person during Bid Period Area Sales Manager Enterprise Fleet Management 17210 S. Main St. Gardena, CA 90248 310-851-3538 Direct 310-851-6538 Fax Phan.Kaffka@efleets.com Richard Murrell Authorized Signer Regional Sales Manager Enterprise Fleet Management 1600 S. Grove Ave, Ste. B Ontario, CA 91761 909-773-1505 Direct 909-498-5989 Richard. R. Murrell@ efleets.com ': IMPLEMENTATION & CONTRACT MANAGEMENT Please note that this is a proposed Work Plan I Timeline based on previous experience with other customers. Our strategies are designed to evolve specifically to the needs of our customers. 1. Request for Proposal 2. Selection (January 23, 2012) 3. Post-Award (week of January 23, 2012) • Finalize contracts and paperwork • Define lease structures and vehicle specifications • Determine appropriate services needed • Process and submit orders for vehicles and services 4. Implementation Meeting (2-3 months after orders placed) • Introduction of Account Team • Define vehicle logistics (delivery, locations, registration requirements, etc) • Discuss supporting documents needed for internal implementation 5. Provide vehicle order status and delivery estimates (1·2 months after orders placed) 6. Prior to delivery of vehicle (1-2 months after orders placed) • Coordinate registration of vehicle • Arrange for installation of additional equipment (as needed) • Coordinate delivery and/or pickup of vehicle 7. Post Delivery Meeting(s) (within same month of initial vehicle delivery) • Delivery Feedback • Review billing & online resources • Driver I Contact training regarding products and services 8. Quarterly or Semi-Annual Fleet Review Meetings • Review Fleet Activity (vehicle disposals, acquisitions, etc ... ) • Evaluate vehicle mileage patterns, application, and utilization. • Discuss progress and use of fleet programs • Provide Annual Client review and order recommendations • Assist in disposal or logistics of current vehicle (additional cost) where appropriate SAN GABRIEL VALLEY MOSQUIT<.. _ .ND VECTOR CONTROL DISTRICT REQUEST FOR BIDS: PURCHASE OR LEASE OF FLEET VEHICLES OPEN-ENDED (EQUITY) LEASE RATES .-.-. _ _ .. _---___ .· ,-o'r,o.l. · . . F!eo!JC:ED i << <i .·_ . . _ II of MONTHLY ._ ... ·· .· · .. · ·. . JOTAL MONTHlY ESTIMATED BOOKVALUE ESTIMATED EFf'ECTIVE YEAR MAKE -&MODELl VE_ HICLES .. _ L_•EA __ SE ___ •. MONT ___ fiLY __ -_ ·_ .• __ --_M_·· __ o ___ N __ ·_T_H ___ L_•Y ____ . __ F'_A-__ ·y·_._·M-·_E_NT_-._. ___ · __ ·•_.·. __ ·_· __ 11·_·-._•_. -_· RESAL_ E ATT_E_R_M_· ___ -.(E_ -_ d •E ___ ·_a ____ u.·_I_TY ____ -____ AT M_._•··._-_._0_.· __ .1'l __ !H.LY ' ' TOBE . . · 1 ·usE TAX'•. ·· · · •· ·3 • •. · ·. .x · .. VALUE AT .. ·-· : n .. · .. 6 · .LEASE LEASED. PAYMENT PAYMENT ofVEHlCLESTO .. · ._ . 4 . of Term___ JERM .... · .... _ .. ·. 7 BELEASED . TERM · Balance)5 _ .COST 2012 Ford F150 XL Plus Package Super Cab 4x2 2012 Ford F150 XL Plus Package Super Cab 4x4 2 4 $304.26 $348.55 $26.62 $330.88 $661.76 $30.50 $379.05 $1,516.20 TOTAL MONTHLY PAYMENT TO LEASE SIX (6) TRUCKS $2,177.96 NOTES: $9,085 $4,877 $4,208 $234.13 $11,110 $5,590 $5,520 $256.55 Open-ended Lease structure has no mileage restrictions, no abnormal wear and tear, and no early termination penalties: One-time Service Charge of $400 per unit is due at lease termination (or netted out of the proceeds on the sale of vehicle). Term is 60 months with 1.25% depreciation. Enterprise will handle the licensing and regi_stration of vehicles with Exempt License Plates at no additional charge. Contract can be extended for up to ten years by written notice within 60 days before the awarded contract expires. Estimated delivery date for vehicles is about 90 days from factory order date. 1. Total Monthly Payment includes Depreciation and Lease Charge (Interest). 2. Monthly Use Tax is 8.75%. 3. Total Monthly Payment includes Monthly Lease Payment and Monthly Use Tax. 4. Estimated Resale Value is a projection of value at term based on the mileage patterns. This value is based on estimates from Enterprise's Remarketing Dept and third party Automotive Leasing Guide (ALG). 5. Reduced Book Value (End of Term Balance) is the amount that is left on the books at lease term . .The District has three options: 1) replace existing vehicle with new vehicle (turn the vehicle in to be disposed of or offer the vehicle for sale to a third party), 2) pay Reduced Book Value plus tax and own the vehicle, and 3) extend the payments for another year or two. 6. Estimated Equity is Estimated Resale Value minus Reduced Book Value (End of Terrn Balance). 7. Effective Monthly Lease Cost calculates the estimated equity at term back into the Monthly Lease Payment divided by the term to show the true operating cost of each vehicle. Enterprise Fleet Management Confidential and Proprietary 1/4/12 Open-End (Equity) Lease Rate Quote Quote No: 1881601 Prepared For: San Gabriel Valley Mosquito & Vector Control Dist. Unit# Year 2012 Make Ford Model F-150 Series XL 4x2 Super Cab Styleside 6.5 ft. box 145 in. WB Vehicle Order Type Ordered Term 60 State CA Customer No 407595 $19,423.00 $0.00 $0.00 $0.00 $85.00 $0.00 $0.00 $0.00 $0.00 $0.00 Capitalized Price ofVehlcle1 Sales Tax 0.0000% State CA Initial License Fee Registration Fee . Other:Prlcing Plan Delivery Charge Capitalized Price Reduction Tax on Capitalized Price Reduction Gain Applied From Prior Unit Security Deposit Extended Service Contract Total Capitalized Amount {Delivered Price) Depreciation Reserve @ 1.2500% Order Information Driver Name Exterior Color (0 P) Oxford White Date 01/04/2012 AE/AM TIW Interior Color (0 I) Steel Gray wNJnyl40!20140 Front Seat Lie. Plate Type Unknown GVWR o $19,508.00 $243.85 $ 60.41 Monthly Lease Charge (Based on Interest Rate~ Subject to a Floor)2 $304.26 $0.00 $0.00 $0.00 $0.00 Total Monthly Rental Excluding Additional Services Additional Fleet Management Master Polley Enrollment Fees Commercial Automobile Liability Enrollment Liability L!mll $0.00 Physical Damage Management Full Maintenance Program3 Contract Miles 0 lncl: #Brake Sets (1 set"' 1 Axle} _Q Additionaf Services SubTotal $ 26.62 Use Tax 8.7500% $ 330.88 Total Monthly. Rental Including AdcUUonal Services $ 4,877.00 Reduced Book Value at 60 Months ____ c;$_:4c:O.::O::.Oc:O ___ Service Charge Due at Lease Tem1ination Quote-based on estimated annual mileage ?f 10,000 (Current market and vehicle conditions may also affect value of vehicle) (Quote Is Subject lo Customer's Credit Approval} Notes Camp/Coli Deductible Qi_Q OverMIIeage Charge $ 0.00 Per Mile #Tires 0 Loaner Vehicle Not Included State CA Enterprise FM Trust will be the owner of the vehicle covered by this Quote. Enterprise FM Trust (not Enterprise Fleet Management) will be the Lessor of such vehicle under the Master Open-End (Equity) Lease Agreement and shall have all rights and obligations of the lessor under the Master Open· End (Equity) Lease Agraement Wilh respect to such vehicle_ ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR. Lessee hereby authorizes this vehicle order, agrees to lease the vehicle on the terms set forth herein and in the Master Equity lea:> a Agreement and agrees that Lessor shall hl.lVe tho right to collect damages In the event Lessee fails or refuses to accept delivery of the ordered vehicle. Lessee certifies that it int<mds that more than 50% of the use of the vehicle is to be in a trade or business of the Lessee. LESSEE BY San Gabriel Valley Mosquito & Vector Control Dist. TITLE ~INDICATES ITEMS TO BE SILLED ON DELIVERY. DATE 1 Capitalized Price of Vehicle May be Adjusled to Rellect Final Manllfacture(B Invoice. Le;;see Hereby P.Migns to Lessor any M<~ntlfacturer Rebat11s And/Or ManUfa~:turar Incentives Intended for the Lessee, Whif,h tbatas And/Or Incentives Have Been Used By Lesser to Reduce the CapllaliZed Price or tile Vel11cla . • Monthly Lease Charge \r\111! Be Adjusted to Reflect tho Interest Rate oo the Delivery D<rte (Subject to a Floor). 3 The Inclusion hereJn ol refereoces to maintenance feasfservices aru solely for the administrative convenience of Lessee. Notwithstanding the inclusion of S1Jch refererJces In this (Invoice/Schedule/Quote}, a~ such maintenance services are to be performed by Enterprise Flea! Marmgomsnt,lnc .• and all such mamtenanca fee~ ara payable by Lessee wlely for the account of Enterprise Fleet Marmgement, Inc., pursuant to that car1alrl separate [lvlalntenanC(I Agreement] entered into by Emd betwoan Lessee and Enterprise Reel Management, Inc.: provided thai such maintenance fees aro being billeQ bY Enterprise FM TniSI, and are payable at U1~;~ diraction of Enterprise FM Trust. solely as ~n E!uthorizad agent for collecHrn on bah "~if of Enterprise Flee I Management, Inc. Printed On 01/04/2012 10:59 AM Page 1 of4 Open-End (Equity) Lease Rate Quote Vehicle Information 2012 Ford F~150 XL 4x2 Super Cab Styleside 6.5 ft. box 145 in. WB Series ID; X 1 C Pricing Summary: INVOICE Base Vehicle $25,104.00 Total Options $1,212.00 Destination Charge $ 995.00 Total Ptice $ 27,311.00 SELECTED OPTIONS CODE 145WB 153 422 446 502A 52N 535 535ATC 535RAD 535SST 585 61X 61X91K 64C DESCRIPTION 145" Wheelbase Front License Plate Bracket California Emissions System Transmission: Electronic 6-Speed Automatic Order Code 502A Cruise Control Trailer Tow Package Auxiliary Transmission Oil Cooler Upgraded Radiator SelectShlft Transmission Radio: AM/FM Stereo/Clock/Single CD XL Plus Package My Key Wheels: 17" Gray Styled Steel Power EqUipment Group Illuminated Entry Perimeter Alarm Power Doo'r Locks Black Power Mirrors Power Front & Rear Windows XL Decor Group Chrome Front & Rear Bumpers Engine: 3. 7L V6 FFV MSRP $26,815.00 $ 1,440.00 $995.00 $29,250.00 85A 85AILL 85APAL 85APLK 85APMR 85APWN 860 86DFRB 99M A8_03 A_ (0 I) Steel Gray wNiny140/20/40 Front Seat or Vinyl40/20!40 Front Seat w/860 VInyl 40120/40 Front Seat w/860 FLR PAINT STDGV T7B X26 YZ_01 Floor Mats Monotone Paint Application GVWR: 6, 700 lbs Payload Package Tires: P235175R17 BSW NT (5) 3. 73 Axle Ratio (O P) Oxford White STANDARD EQUIPMENT Body Exterior Features: 4 doors Reverse opening rear passenger doors Tailgate Folding side-view door mirrors Convex driver mirror Black door handles Argent front and rear bumpers Front bumper with black rub strip Rear step bumper Regular bed Galvanized steelfaluminum body material Trai!erlng with harness Printed On 01/04/2012 10:59 AM Quote No: 1881601 INVOICE MSRP STD STD I'IC NC NC NC Included Included NC NC Included Included $311.00 $375.00 Included Included Included Included Included Included Included Included $374.00 $450.00 Included Included Included Included $332.00 $400.00 Included Included Included Included Included Included Included Included Included Included $95.00 $115.00 Included Included Included Included I'IC NC NC NC $100.00 $100.00 STD STD Included Included Included Included Included Included NC NC Page 2 of4 Black grille Convenience Features: Manual air conditioning Steering wheel with manual tilting Day-night rearvlew mirror Passenger-side visor mirror Front and rear cupholders Glove box Driver and passenger door bins Rear door bins Dashboard storage Bin instrument-panel storage 3 12V DC power outlets Front lighter element(s) location Entertainment Features: AM/FM stereo with seek-scan 4 speakers FiXed antenna Lighting, Visibility and lnstrum.entatlon Features: Aero-composHe halogen headlamps Cargo bed light Variable intermittent wipers Light-tinted windows Variable Instrument panel lighting. Analog display l'achometer Low-tire-pressure warning Trip odometer 011 pressure gauge Water temp. gauge Transmission oil temp. gauge In-radio display clock 011-pressu_re warning Water-temp. warning Battery warning Lights-on warning Key-in-ignition warning Low-fuel warning Door-ajar waming Brake-fluid warning Safety and Security; Four-wheel ABS brakes 4 ASS channels Four-wheel disc brakes Front and rear ventilated disc brakes Full-size spare tire Underbody mounted spare tire w/crankdown Driver and passenger front-impact alrbags Seat-mounted driver' and passenger side--Impact airbags Safety Canopy System curtain 1st and 2nd row overhead airbag Front passenger alrbag occupancy sensor Height adjustable front seatbells Front seatbelt pre-tensioners 3 point rear center seatbelt Side-Impact bars Manual tailgate/rear dporJqck Immobilizer SecUrilock Stability control with anti-roll control AdvanceTrac w/Ro!l Stability Control ABS and drlveline traction control Manual adjustable front head restraints 3 rear head restraints Printed On 01/04/201210:59 AM Page3 of4 Seats and Trim: Max. seating capacity ofB Front spllt·pench 40-20-40 seats 4-way drfver and passenger seat adjustments Manual reclining driver and passenger seats Manu~! driver and paSsenger forefaft adjustment Rear 60-40 split-bench seat Rear seat fold·up cushion Vinyl front and rear seat upholstery Full cloth headliner Vinyl/rubber floor covering Cabback insulator Plastic/rubber shift knob Standard Engine: Engine 302-hp, 3.7-JiterV-6 (flexible; E85) Slandard Transmission: Transmission 6-speed automatic w/00 SELECTED COLO~ Exterior: YZ (0 P) Oxford White Interior: AS(O I) Steel Gray w/Vinyl40/20/40 Front Seat or Vlnyl40/20/40 Front Seat w/860 Printed On 01/04/201210:59 AM Page 4 of4 _______ ;.; Open-End (Equity) Lease Rate Quote Prepared For: San Gabriel Valley Mosqul_to & Vector Control Dist. Unit# Year 2012 Make Ford Model F-150 Series XL 4x4 Super Cab Styleslde 6.5 ft. box 145 ln. W8 Vehicle Order Type Ordered Term 60 ~tate CA Customer No 407595 $22,275.00 $0.00 $0.00 $0.00 $85.00 Capitalized Price ofVehicle1 Sales Tax 0.0000% State CA ---------- Initial License Fee Registration Fee Other;Pricing Plan Delivery Charge Capitalized Price Reduction Order Information Driver Name Exterior color (0 P) Oxford \Nhite Quote No: 1881597 Date 01/04/2012 AE/AM TTW $0.00 $0.00 $0.00 $0.00 $0.00 Tax on c·apitatized Price Reduction Gain Applied From Prior Unit Security Deposit Interior Color (0 I) S1eel Gray wMnyl 40/20/40 Front Seat Lie. Plate Type Unknown $22,360.00 $279.50 $69.05 $ 348.65 $0.00 GVWR 0 Extended Service Contract Total Capitalized Amount (Delivered Price) Depreciation Reserve @ 1.2500% Monthly Lease Charge (Based on Interest Rate-Subject to a Floor)2 Total Monthly Rental Excluding Additional Services Additional Fleet Management Master Polley Enrollment Fees Commercial Automobile Uabllity Enrollment Liability Limit $0.00 $0.00 $0.00 Physical Damage Management Full Maintenance ProgramJ Contract Miles 0 Camp/Coli Deductible Qi_Q OverMileage Charge $0.00 Per Mile Inc!:# Brake SetS (1 set= 1 Axle) _Q Additional Services SubTotal #Tires ..Q Loaner Vehicle Not Included $0.00 $30.50 $379.05 $5.590.00 $400.00 Use Tax 8.7500% Total Monthly Rental Including Additional Services. Reduced Book. Value at QQ Months Service Charge Due al Lease Termination Quote based on estimated annual mileage of 10,000 (Current market and vehicle conditions may also affect value of vehicle) (Quote is Subject to Customer's Credit Approval) Notes State CA Enterprise FM Trust will be the owner of the vehicle covered by this Quote. Enterprise FM Trust (not Enterprise Fleet Management) will be the Lessor of such vehicle under the Master Open-End (Equity) Lease Agreement and shall have all rights and obligations of the Lessor under the Master Open-End (Equity) lease Agreement with respect to such vehicle. ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR. Lessee hereby authorizes this vehicle order, BQrees to lease the vehicle on the terms set forth herein and In the Master Equity lease Agreement and agreaa that Les~>or shall have the right to collect damages in the event Lessee falls Of refuses to accept delivery of the ordered vehicle. Lessee certifies that It Intends that more than 50% of the 11se of_ the vehicle is to be In a trade or business of the Lessee. L.ESSEE San Gabriel Valley Mosquito & Veclor Control Dist. BY TITLE DATE =----------------'-"-='-----··-----·---------=-'.=--------- ' INDICATES ITEMS TO BE BILLED ON DELIVERY. 1 Ga~t<ll~ed Price of Vahle!& May ba Adjustaclto Retract Final Manufacturer's lrwo'1t:e. lessee Hera by A~~~gn~ to lessor any Manufaclurar Rebates And/Or Manuf!!CIUrer Incentives Intended for the lessee, 1;\r'h!ch tlates And/Or Incentives Hava Been Used By lessor to Reduce the Capllfllized Price of the Vallio:*•- -· Monthly lease Charge Will Be Adjusted to Reflect the lntamst Rate ontha OcHvery Data ($u!Jja~ to a Floor) 3 The Inclusion heroin of references to maintenance foosl~enrices are solely for the adm~!stratlve convenience of lessae. Notwlthstandlfl(l the ln~us!on of ~uch references tn this [!nvotce!Sdledule/Quote}, all such mn!ntenanoo services are to be pertorrned by Enterprisa Fleet Management, Inc, and all such malntetl<inC~~ fees are payabla by Lessee solely lor the account ofEnt6lprise Fleet Manage men~ Inc., pursuant to \h;;~t certain separate !Maintenance Agreement] entereti Into by and b<!tweenlessea and Enterprise Fleet Managament. Inc.; provided that such maintenance fees are being billed by Enterprise FM Trust, anti are payable at tha direclion of Enterprise FM Tnlsl. solely as an authorizeQ <19ent for coller.Uon on behalf of Enlarplfse Aoot Manooumont, Inc. Printed On 01/04/2012 11 ;01 AM Page1of4 Open-End (Equity) Lease Rate Quote Vehicle Information 2012 Ford F-150 XL 4x4 Super Cab Sfyieshie 6.5 ft. box 145 in. WB Series ID: X1E Pricing Summary: INVOICE Base Vehicle $28.197.00 Total Options $ 1,212.00 Destination Charge $995.00 Total Price $30,404.00 SELECTED OPTIONS CODE 145WB 153 422 446 502A 52N 535 535ATC 535RAD 535SST 585 61X 61X91K 64C DESCRIPTION 145N lfolheelbase Front License Plate Bracket California-Emissions System Transmission: Electronic 6-Speed Automatic Order Code 502A Cruise Control Trailer Tow Package 1\uxltlary Transmission Oil Cooler Upgraded Radiator SelectShift Transmission Radio: AM/FM stereo/Clock/Single CD XL Plus Package My Key Wheels: 17" Gray Styled Steel Power Equipment Group llluminated Entry Perimeter Alarm Power Door Locks Black ·Power Mlrrors Power Front & Rear Windows XL De'cor Group Chrome Front & Rear Bumpers Engine: 3.7L VB FFV MSRP $30,235.00 $ 1,440.00 $995.00 $32,670.00 85A 85AILL 85APAL 85APLK 85APMR 85APWN 86D 86DFRB 99M AS_03 A_ (0 I) Steel Gray wNinyl 40/20/40 Front Seat orVlnyl40/20/40 Front Scat W/86D Vinyl40/20/40 Front Seat wf86D FLR PAINT STDGV T7B X26 YZ_01 Floor Mats Monotone Paint Application GVWR: 6,900 lbs Payload Package Tires: P235/75R17 BSW AfT (5) 3.73 Axle Ratio (0 P) Oxford White STANDARD EQUIPMENT Body Exterior Features: 4 doors Reverse opening rear passenger doors Tailgate Folding side-view door mirrors Convex driver m·lrror Black door handles Argent front and rear bumpers Front bumper with black rub strip Rear step bumper 2 front tow hooks Regular bed Galvanized steel/aluminum body material Printed On 01/04/201211:01 AM Quote No: 1881597 INVOICE MSRP STD STD NC NC NC NC Included Included NC NC Included Included .$311.00 $375.00 Included Included Included Included Included Included Included Included $ 374.00 $450.00 Included Included Included Included $332.00 $400.00 InCluded Included Included Included Included Included Included Included Included Included $95.00 $115.00 Included Included Included Included NC NC NC NC $ 100.00 $100.00 STD STD Included Included ln"cluded Included Included Included NC NC Page2 of4 Trailering with harness Black grille Convenience Features: Manual air conditioning Steering wheel with manual tilting Dayvnlght rearvlew mirror Passenger-side visor mirror Front and rear cupholders Glove box Driver and passenger door bins Rear door bins Dashboard storage Bin Instrument-panel storage 3 12V DC power outlets Front lighter element(s) locallon Entertainment Features: AM/FM stereo with seek-s~an 4 speakers Fixed antenna Lighting, Visibility and Instrumentation Features: Aero-composite halogen headlamps Cargo bed light Variable lnlerrnittent wipers Light-tinted windows Variable Instrument panel fighting Analog display Tachometer Low-tire-pressure warning Trip odometer Oil pressure gauge Water temp. gauge Transmission oil temp. gauge lnvradlo display clock Oil-pressure warning Water-temp. warning Battery warning Lights-on warning Key-in-Ignition warning Low-fuel warning Door-ajar Warning Brake-fluid warning Safety and Security: Four-\-Vheel ABS brakes 4 ABS channels Four-wheel disc brakes Front and rear ventilated disc brakes Full-size spare tire Underbody mounted spare tire w/crankdown Driver and passenger front-Impact airbags Seat-mounted driver and passenger side-Impact airbags Safety Canopy System curtain 1st and 2nd row overhead alrbag Front passenger alrbag occupancy sensor Height adjustable front seatbelts Front seatbelt pre-lensioners 3 point rear center seatbelt Side-impact bars Manual tailgate/rear door lock Immobilizer Securilock Stabltlty con!rol with anti-roll control AdvanceTrac w/Roll Stability Control ABS and drivelfne traction control Man1,.11;11 ~djustable front head restraints Printed On 01/04/2012 11:01 AM Page 3 of4 3 rear head restraints Seats and Trlm: Max. seating capacity of 6 Front spilt-bench 40-20-40 seats 4-way driver and passenger seat adjustments Manual reclining driver and passenger seats Manual driver and passenger fore/aft adjustment Rear 60-40 split-bench seat Rear seat fold-up cushion Vlpyl front and rear seat upholstery Full cloth headliner. Vinyl/rubber floor covering Cabback Insulator Plastic/rubber shift knob Standard Engine: Englno 302-hp, 3.7-liter V-6 (flexible; EB5) Standard Transmission: Transmission 8-speed automatic w/OD SELECTED COLOR Exterior: vz (O P) Oxford While Interior: AS(O I) Steel Gray wMnyl40/20/40 Front Seat or Vinyl 40/20/40 Front Seat w/BBD Prinled On 01/041201211:01 AM Page 4 of4 ,-~-",,·~~~~:~;-~~:~'-"_cf~,,;, -=----.,.,,,~,,, ~~'"'·--f~:->:r;-~~>-. ~-~ ~ . ' -- MANAGING YOUR FLEET. DRIVING YOUR BUSINESS. ·-: ~~ -:;·i~;}~~-' --...;-'="'-·~-:-~-~ ·• -,~ ~-· ....... ·~' ----~ MTS saves money by implementing a fixed-price vehicle maintenance program. · ~Y(erlt;s Situ~tlonal Analysis • Fleet of 143 Non Revenue (Support) vehicles • Capital needs had outstripped capital resources, resulting in deferred vehicle replacement • Older Non Revenue (Support) vehicle fieet had high mileage and increased operating expenses • Over 50% of fleet was in excess of 5 years and had over 100,000 miles • Operating personnel spent unproductive time on administration and taking vehicles to repair facilities ....... · · k~y'Str~teglc Client Objectives • Utilize smart cash flow management to replace more vehicles with tess capital • Move current 1 0-year cycle time down to a matched funding period of 5 years • Increase employee productivity and improve image • LoWer maintenance expenses and increase fuel economy • Access to alternative fuel technology during tight fiscal tirnes .f'lan Delivered To Achieve Desired Strategy • Replace traditional cash purchase rnethod wilh Municipal Lea_se Program • Year One replacement of 41 vehiCles • Replace 143 vehicles over a 5-year implementation period • Fixed and budgeted maintenance program Client Backgro~nd · Location: . Industry: Services: Founded: Fleet Size: · Key Results . ~a~hi~go,GA . Government Transportation 1975 . . ... 81 vehicl!ls • Allowed replacement Of 81 yehic/es, which would not have be~nJea;;Jble through c~pltal purchases • Saved fUel for aU neVI vehicle~ •lmpro~~d the c~nditicm and reliability. of the velllcles, thus improving employee productivity . •Increased the.dlsposalproceeds of select vehicles providing additional funds for other u.ses • Helped Implement "green" strategies during tough economic times efleets.com -;_~-_..,.·:-,.· -. '"',;>;:;c?;~·""-:")~1>: -"·----~ ;'x-~~= ~-.~,_,_ ;,.,. __ "'-. ., -~;~-,.... ~ ~ 0 -_. - MANAGING YOUR FLEET. DRIVING YOUR BUSINESS. ~--=~-~-~;:~:~\~~= _ -,~·~-=:--_~c~~~----.. .. ~c~--- Client Testimonial When starting a partnership with Enterprise, Metropolitan Transit System owned 143 Non Revenue (Support) veh)cles among different departments. These vehicles were purchased with capital funds as part of the normal Capital Improvement Program. MTS's capital nee9s had outstripped resources over the past several years and posed similar challenges in the years ahead. As a result, purchases of these vehicles were often deferred In favor of priorities having a more critical, direct. and immediate impact on the ·direct revenue services to MTS's riders. The result of this was an older, high mileage fleet that was costly to ma(nlain. In addition to high maintenance costs, MTS operating personnel Spent unproductive time on administration and taking vehicles to repair facilitieS. In order to bring the Non Revenu~j~l,Jpport) flee:t to a proper overall-age, MTS needed to purChase 143 vehicles over a five- year period and replace those in a five-year cycle based upon mileage. After Enterprise Fleet Management's analysis, MTS staff concluded that a leasing program offered the opportunity to obtain the use of newer vehicles it may not otherwise have the capital funds to purchase. The cost of the vehicle utilization is essentially spread over the time the vehicle Is ln service as opposed to needing capital funding up front Enterprise's Full Maintenance program allows MTS to lower its overall maintenance costs. Although newer vehicles have warranties and lower maintenance costs In general, the true savings is having a fixed-price maintenance contract. EnterPrise constantly monitors the maintenance costs of the vehicleS and their condition suggesting changes to contain costs. MTS projects to realize a 32% savings In maintenance expenses! Enterprise was also able to help MTS with our "green" Initiative by leasing alternatlve fuel vehicles, which significantly improved our carbon footprint and Increased fuel economy. The Enterprise leasing and maintenance program has been a cost effective solution for MTS. ~=~~ Controller Additional Enterprise Fleet Management Ben~fits . ·A dedication to ~O$tomerservlceunsurpassed Ill the vehicle management industry. Local locations nationwh:le -hometown people, hometown service; You will be able to leverage ?ur scale-with more than 1M vehicles oWned aiid managed by all ihe . divisions of Enterprise.· . You get the best vai~e for your used vetiicies:.. . dlie to BOO enterprise remarketing experts selling moriHhan 650,000 vehicles per year .. · Specialized in managing sm~llto ~id-slzed fleets tiiilehide~. ·· · · · Full suite ofjiroituds and seiviC::es-including a budgeted maintenance program and insurance. Integrated transportation solutions provided via our short-term rental, truck and fleet management groups; we help you save money arid improve cash flow when you tap Into our line of credit for your fleet vehicle needs. efleets.com