HomeMy WebLinkAbout2014 CON Enterprise Fleet Management - Light and Medium Duty Vehicle FleetMASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this 17t$ay of June, 2014, 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 time delivered by Lessor to Lessee as set forth below ("Schedule(s)") for the rentals
and on the terms set forth in this Agreement and in the applicable Schedule. References to this "Agreement" shall include this Master Equity Lease
Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each
Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which wit include, among other things, a description of the Vehicle, the lease term
and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee
unless Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the
sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use
of the Vehicles as described in this Agreement. This Agreement shall be treated as a True lease for federal and applicable state income tax purposes
with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof
(together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, "Servicer") may administer this Agreement on behalf of
Lessor and may perform the service functions herein provided to be performed by Lessor.
2. TERM: The term of this Agreement ("Term") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the "Delivery Date") and,
unless terminated earlier in accordance with the terms of this Agreement, continues for the "Lease Term" as described in the applicable Schedule.
3. RENT AND OTHER CHARGES: •
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will
be in the amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount
identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet
Management, Inc.) and will be due and payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the
first day of a month, monthly rental payments will begin on the first day of the next month. In addition 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 portion of each
monthly rental payment, being the amount designated as "Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for
depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c).
Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule on the due date of the first monthly rental payment under such
Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination" set forth in each Schedule at the end of the applicable Term
(whether by reason of expiration, early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty
Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the
adjusted amount will be payable by Lessee to Lessor on the termination date.
(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the
Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided
below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less
than the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%)
of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental
adjustment within thirty (30) days after the end of the applicable Term. Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-
eight (48) months (including any extension of the Term for such Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000
miles per year on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles)
or (iii) in the sole judgment of Lessor, a Vehicle has been subject 10 damage or any abnormal or excessive wear and tear, the calculations described in
the two immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentence. The "Book Value" of a Vehicle means
the sum of (i) the "Delivered Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the total Depreciation Reserve paid by Lessee to
Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle.
(d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any
losses and/or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed by
Lessee to Lessor.
(e) Any rental payment or other arnount owed by Lessee to Lessor which is not paid within twenty (20) days after its due date will accrue interest,
payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18%) per annum or (ii)
the highest rate permitted by applicable law (the "Default Rate").
(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor,
Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in
connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate.
(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such
payments shall be made in immediately available funds without setoff, counterclaim or deduction of any kind, Lessee acknowledges and agrees that
neither any Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle
regardless of the cause or consequence nor any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet
Management, Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of its
obligations under this Agreement, including, without limitation, the payment of rent and other amounts under this Agreement.
4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the
Vehicles. Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of
all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and
encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any
illegal purpose or to pull trailers that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will
be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees
not to remove any Vehicle from the continental United States without first obtaining Lessor's written consent. At the expiration or earlier termination of
this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return
such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any
Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the
normal pro -rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee's failure to return
any Vehicle as required hereunder.
5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other
than federal and state income taxes on the income of Lessor) incurred in connection with the titling, registration, delivery, purchase, sale, rental, use or
operation of the Vehicles during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to
promptly reimburse Lessor for the same.
6. LICENSE AND CHARGES: Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges
relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial
charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit
attributable to any Lessor -owned vehicle.
7. REGISTRATION PLATES, ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates,
permits, inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at
Lessee's expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for
compliance with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any
Vehicle 10 be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle
to become subject to the titling and/or registration laws of such other state.
8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all
manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required
for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or improvements to a Vehicle will become and
remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing,
so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a
Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in
no instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or
improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repairs or
replacements of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in
connection with any Vehicle or this Agreement.
(b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(s) covered by
such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (ii) Lessor shall have no
liability or responsibility for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee
for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle(s).
9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A
SIZE, DESIGN, CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND
REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEE'S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR
IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE.
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS,"
'WITH ALL FAULTS." All warranties made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the
applicable Term and Lessee's only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle.
(c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or
consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any
defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay
in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage
whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this
Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any
delay in delivery of any Vehicle ordered by Lessee.
10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause
whatsoever ("Casualty Occurrence'). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty
Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working order; provided, however, that if the applicable Vehicle
is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a "Totaled Vehicle'), Lessee agrees to pay Lessor no later than the
date thirty (30) days after the date of the Casualty Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle.
Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle.
11. INSURANCE:
(a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each
Vehicle, to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated
by Lessor against any damage, claim, suit, action or liability:
(i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No -Fault Protection where required
by law) for the limits listed below (Note - $5,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for
each Vehicle capable of transporting more than 8 passengers):
State of Vehicle Registration Coverage
Connecticut, Massachusetts, Maine, New Hampshire, New $1,000,000 Combined Single Limit Bodily Injury and Property
Jersey, New York, Pennsylvania, Rhode Island, and Vermont Damage - No Deductible
Florida
$500,000 Combined Single Limit Bodily Injury and Property
Damage or $100,000 Bodily Injury Per Person, $300,000 Per
Occurrence and $50,000 Property Damage (100/300/50) - No
Deductible
AII Other States $300,000 Combined Single Limit Bodily Injury and Property
Damage or $100,000 Bodily Injury Per Person, $300,000 Per
Occurrence and $50,000 Property Damage (100/300/50) - No
Deductible
(ii) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductible of $500 per
occurrence - Collision and $250 per occurrence - Comprehensive).
If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher
insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other
person or entity designated by Lessor as additional insureds and loss payees, as their respective interests may appear. Further, each such insurance policy
must provide the following: (i) that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other
person or entity designated by Lessor al least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii) that no act or
default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or
assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii) that the coverage is "primary
coverage" for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other
coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks.
Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor
as additional insureds and loss payees shall be furnished to Lessor prior 10 the Delivery Date, and annually thereafter and/or as reasonably requested by
Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee's attorney -in -fact to
receive payment of, to endorse all checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if
Lessee fails to do so. Any expense of Lessor, Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee.
Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the
investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for
death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of
such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action.
(b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor
agrees that (A) Lessee will not be required to obtain or maintain the minimum physical damage insurance (collision and comprehensive) required under
Section 11(a) for the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the
Vehicle(s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable
and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts,
accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property
and/or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may, at its option, replace,
rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the "Vehicle" for purposes of this
Agreement; and (ii) if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment, Lessor agrees that it will, at its expense,
obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an
insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance
required under Section 11(a) for the Vehicle(s) covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation
to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial
automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice. Upon such cancellation, insurance in the minimum
amounts as set forth in 11(a) shall be obtained and maintained by Lessee at Lessee's expense. An adjustment will be made in monthly rental charges
payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten (10) days
after mailing of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or
commercial automobile liability enrollment upon giving Lessee at least thirty (30) clays prior written notice.
12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their
respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or
assigns may incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or
as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of
any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect
the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded
to Lessee pursuant to the law.
13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all
inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their
respective successors or assigns will have the right to inspect any Vehicle at any reasonable time(s) during the Term and for this purpose to enter into
or upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to
provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure
to complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to
Lessor such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request.
14. DEFAULT; REMEDIES: The following shall constitute events of default ("Events of Default") by Lessee under this Agreement: (a) if Lessee fails to
pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10) days; (b) if Lessee fails to
perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee fails to perform, keep or observe any
other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice
thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a
Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of
Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be
declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall be contested or denied by any
guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply
with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a material adverse change in the financial
condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor is in default under or fails to comply with any other present or future
agreement with or in favor of Lessor, The Crawford Group, Inc. or any direct or indirect subsidiary of The Crawford Group, Inc.. For purposes of this
Section 14, the term "guarantor" shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.
Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without
any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the
Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to
Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors
shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce
performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any
other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent permitted by applicable law,
all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or
any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is
commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights
under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of
this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c)
shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii)
in each such sentence); and/or (f) Lessor may exercise any other right or remedy 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 notice by Lessor to Lessee. Any termination
shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any
indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative.
15. ASSIGNMENTS: Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this
Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to
Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights
or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in
and to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter
executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the
Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any
assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional
and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage
to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use, operation
or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee
or to any other person or entity, or for any other reason.
Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this
Agreement or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance.
Lessee's interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish
possession of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.
16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an
instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or
remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set
forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy,
which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is
invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Giving of all
notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party
may provide in writing from time to time. Any such notice mailed to such address will be effective one (1) day after deposit in the United States mail,
duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Agreement may be
executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease
for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (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 Lessee and its
heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their
respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of
Missouri (determined without reference to conflict of law principles).
18. NON -PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all
indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions
of this Section 18 shall survive termination of this Master Equity Lease Agreement,
19. NON -APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
acknowledges that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligations that
financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the
County or State to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such
funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be
paid for any reasonable damages. These reasonable damages will be limited to the tosses incurred by the Lessor for having to sell the vehicles on the
open used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written.
LESSEE: City of National City
By: Ron Morrison
Title: Mayor
LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc., its attorney in fact
By:
Title:
Address: Address:
6/17/14
Date Signed:
Date Signed
LESSEE: City of National City
Approved To
Form: Claudia G. Silva
Title: City Attorney
Address:
LESSOR: Enterp se FM Trust
By: Ent e Arse Fleet Management, Inc., its attorney in fact
By:
Title:
Address:
Date Signed: t7•f1 / / 14 Date Signed
6rly✓y 3', imur fln y/
ci. v . ..e r-
1
AMENDMENT TO MASTER EQUITY LEASE AGREEMENT
THIS AMENDMENT ("Amendment") dated this 17t1}tay of June, 2014 is attached to, and made a part of,
the MASTER EQUITY LEASE AGREEMENT entered into on the _ day of June, 2014 ("Agreement") by and
between Enterprise FM Trust, a Delaware statutory trust ("Lessor") and City of National City ("Lessee"). This
Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the
parties.
Section 3(c) of the Master Equity Lease Agreement is amended to add the following additional paragraph:
Upon completion of Lessee's financial obligations to their lease(s), Lessee may have the option to take ownership of
their vehicle. This option may be exercised by the payment of the Reduced Book Value to the Lessor as defined in
Section 3. of the Master Lease Agreement (which includes any rents and accounts receivable due). Given agreed -
upon depreciation rates, Lessor does not intend for this to be a bargain purchase option.
Section 3(g) of the Master Equity Lease Agreement is amended to add the following additional paragraph:
In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim involving the
Vehicle, Lessor will, in good faith, attempt to resolve the Lessee's claims in a manner satisfactory to all parties and
Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with
the Vehicle's manufacturer with respect to claims relating to such Vehicle.
Section 4 of the Master Equity Lease Agreement is amended to read as follows:
Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles, Lessee
agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and
the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to
keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be
used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers
that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or
will be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal
statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first
obtaining Lessors written consent. At the expiration or earlier termination of this Agreement with respect to each
Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return
such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any
reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee
agrees to pay Lessor additional rent for such Vehicle at twice the normal pro -rated daily rent until such Vehicle is
returned. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to
Lessee's failure to return any Vehicle as required hereunder.
Section 17 of the Master Equity Lease Agreement is amended to read as follows:
Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors,
personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent
of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of California (determined without reference to conflict of law
principles).
Section 19 of the Master Equity Lease Agreement is amended to read as follows:
Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
acknowledges that Lessee is a municipal corporation, is precluded by the City of National City Constitution and other
laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this
Agreement shall constitute an obligation of future legislative bodies of the City of National City to appropriate funds
for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the City
of National City fail to appropriate such funds, the Lessor shall be paid all rentals due and owing hereunder up until
the actual day of termination. In addition, Lessor reserves the right to be paid for any reasonable damages. These
reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open
used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this
Agreement).
All references in the Agreement and in the various Schedules and addenda to the Agreement and any other
references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the
extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations
and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease
Agreem as of the 17th day of June, 2014.
of National City (Lessee)
By: Ron Morrison
Title: Mayor
Approved To Form: Claudia G. Silva
Title: City Attorney
Enterprise FM rust (Lessor)
By: Enterprise Fleet Management, Inc., its attorney in ct
t�udr+ / 31 4 ryv SS
By
se Fist (Lessor)
jrprise Fleet Management, Inc., its attorney in fact
r? k y
Title: ; cq-( Ate S u "t4.-
SELF -INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT
(Physical Damage and Liability)
This Addendum is made to the Master Equity Lease Agreement dated the 17tlaay of June, 2014, as amended (the
"Agreement"), by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor"), and the lessee whose name is set forth on the
signature line below ("Lessee").
This Addendum is attached to and made a part of the Agreement (including each Schedule to the Agreement). All
capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
Notwithstanding the provisions of Section 11 of the Agreement, Lessee shall be permitted to assume and self -insure the
risks set forth in Section 11 of the Agreement and shall not be required to purchase or maintain any insurance policy of any kind with respect to
any Vehicle; provided however that if any Federal, state, local or other law, statute, rule, regulation or ordinance requires Lessee to maintain
any amount of insurance with respect to any Vehicle, Lessee shall purchase and maintain such amount of Insurance in the form of an insurance
policy which complies in all respects, other than the amount of insurance required, with Section 11 of the Agreement.
Notwithstanding the foregoing, if (1) Lessor, at any time in its good faith judgment, is not satisfied with the condition,
prospects or performances, financial or otherwise, of Lessee or (2) any default or event of default occurs under the Agreement, than Lessor may,
at its option, revoke this Addendum and terminate Lessee's right to self -insure by providing Lessee with at least thirty (30) days prior written
notice thereof. Upon the termination of Lessee's right to self -insure, Lessee shall comply in all respects with Section 11 of the Agreement.
Except as amended hereby, all the terms and provisions of the Agreement shall remain in full force and effect. In the event
of any conflict between this Addendum and the Agreement or any of the Schedules, the terms and provisions of this Addendum will govern and
control.
LESSEE: City of National City
LESSOR: Enterprise FM Trust
By:
By: Ron Morrison By:
Title: Mayor Title:
Date Signed:
6/17/14
LESSEE: City of National City
Approved To
Form: Clau
ia G. Silva
Title: City Attorney
Date Signed: / i,
Enterprise Fleet Management, Inc., its attorney in fact
Date Signed b J!7 / 1 /
LESSOR: Enter rise FM Trust
By: E rp ise Fleet Management, Inc, its attorney in fact
By:
Title:
Date
Signed
el) Cy
rl�
ej M— 5 { (AA A -Pr -ef r-
By: Ron Morrison
Title: Mayor
Address:
INDEMNITY AGREEMENT
This Agreement is entered into as of the llth day of June, 2014, by and between
Enterprise Fleet Manaqement, Inc., (EFM), a Missouri corporation, and City of National City.
WITNESSETH:
INDEMNITY: Enterprise Fleet Management, Inc. ("EFM") agrees to defend and indemnify the
City of National City, it's agents, employees and officers from and against any and all losses,
damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) which the City of National City, it's agents, employees
and officers may incur by reason of EFM's breach or violation of, or failure to observe or perform,
any of its obligations as Servicer (EFM in such capacity, "Servicer') for Enterprise FM Trust in
connection with the Master Equity Lease Agreement between City of National City and
Enterprise FM Trust dated as of the date hereof, or as a result of any loss, damage, theft or
destruction of any Vehicle or related to or arising out of or in connection with the use, operation
or condition of any Vehicle, in each case, while the Vehicle was in possession of the Servicer.
Capitalized terms used herein and not defined herein shall have the meanings given in the Lease.
IN WITNESS WHEREOF, EFM and City of National City have executed this Indemnity
Agreement as of the day and year first above written.
Co : City of National City EFM: ENTERPRISE FLEET MANAGEMENT INC.
_ J
By: evir Morvisse7
Title: _ Sj
Address:
Company: Ci of National City, EFM.. NTERPRISE FLEET MANAGEMENT INC.
Ap.7: ed - o Form:
Title: City Attorney
Address:
By:
Title:
Address:
DrIt J.AgLy
St 5 M.AAtAf
MAINTENANCE AGREEMENT
This Maintenance Agreement (this "Agreement") is made and entered into thisl7thlay of June, 2014, by Enterprise Fleet Management, Inc.,
a Missouri corporation ("EFM"), and City of National City ("Lessee").
WITNESSETH
1. LEASE. Reference is hereby made to that certain Master Equity Lease Agreement dated as of the _ day of June, 2014, by and between
Enterprise FM Trust, a Delaware statutory trust, as lessor ("Lessor"), and Lessee, as lessee (as the same may from time to time be amended, modified,
extended, renewed, supplemented or restated, the "Lease"). All capitalized terms used and not otherwise defined in this Agreement shall have the
respective meanings ascribed to them in the Lease,
2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4
of the Schedule for such vehicles includes a charge for maintenance (the "Covered Vehicle(s)").
3. TERM AND TERMINATION. The term of this Agreement ("Term") for each Covered Vehicle shall begin on the Delivery Date of such Covered
Vehicle and shall continue until the last day of the "Term" (as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth
below. Each of EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to
any or al of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party. The termination of this Agreement with
respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall
thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this
Agreement.
4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions
of this Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair
of a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between
changes, (c) tire repair and replacement, (d) washing, (e) repair of damage due to lack of maintenance by Lessee between scheduled services
(including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of any alterations to a Covered Vehicle or of any after -market
components (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory -installed components and does
not cover maintenance or repair of chassis alterations, add -on bodies (including, without limitation, step vans) or other equipment (including, without
limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the
Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an accident, a collision, theft, fire, freezing, vandalism, riot,
explosion, other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle (including, without limitation, driving over
curbs, overloading, racing or other competition) or Lessee's failure to maintain the Covered Vehicle as required by the Lease, (h) roadside assistance or
towing for vehicle maintenance purposes, (i) mobile services, (j) the cost of loaner or rental vehicles or (k) if the Covered Vehicle is a truck, (i) manual
transmission clutch adjustment or replacement, (ii) brake adjustment or replacement or (iii) front axle alignment. Whenever it is necessary to have a
Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service
facility acceptable to EFM. In every case, if the cost of such service will exceed $50.00, Lessee must notify EFM and obtain EFM's authorization for
such service and EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an
invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order (odometer mileage must be shown on each shop or
service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle
unless Lessee has complied with the above terms and conditions. EFM will not have any responsibility to pay for any services in excess of the services
recommended by the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a) all
service performed within one hundred twenty (120) days prior to the last day of the scheduled "Term" (as defined in the Lease) for the applicable
Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of
and be paid for by Lessee and (b) EFM is not required to provide or pay for any service to any Covered Vehicle after 100,000 miles.
5. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card (the "EFM Card") for use in authorizing the payment of
charges incurred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or
other statement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any
charges which are the responsibility of EFM under the terms of this Agreement). EFM reserves the right to change the terms and conditions for the use
of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any
time. Upon the termination of this Agreement or upon the demand of EFM, Lessee must retum the EFM Card to EFM. The EFM Card is non-
transferable.
6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance
on the first day of each month. If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, Lessee will pay EFM, on
the first day of the Term for such Covered Vehicle, a pro -rated maintenance fee for the number of days that the Delivery Date precedes the first monthly
maintenance fee payment date. Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within
twenty (20) days after its due date will accrue interest, payable upon demand of EFM, from the date due until paid in full at a rate per annum equal to
the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate allowed by applicable law. The monthly maintenance fee set forth on each
applicable Schedule allows the number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term
(whether by reason of termination of this Agreement or otherwise) an overmileage maintenance fee for any miles in excess of this average amount per
month at the rate set forth in the applicable Schedule. EFM may, at its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to
EFM under this Agreement from Lessee on behalf of EFM.
7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM
arranges for maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER
THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION,
SUITABILITY, PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT
RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE
FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.
8. LESSOR NOT A PARTY. Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement.
9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile, recognized
ovemight courier or registered or certified mail, retum receipt requested and postage prepaid, to the applicable party at its address or facsimile number
set forth on the signature page of this Agreement, or at such other address or facsimile number as any party hereto may designate as its address or
facsimile number for communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered
or sent if delivered in person or sent by facsimile, on the first (1st) business day after the day on which sent, if sent by recognized overnight courier or
on the third (3rd) business day after the day on which mailed, if sent by registered or certified mail.
10. MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This Agreement may
be amended only by an agreement in writing signed by EFM and Lessee. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure 10 the
benefit of the parties hereto and their respective successors and assigns, except that Lessee may not assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Missouri (without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written.
LESSEE: City of National City
By: Ron Morrison
Title: Mayor
EFM: Enterprise Fleet Management, Inc.
By:
Title:
Address: Address:
r fie ' t0✓y- i,ss
Date Signed: 6/17/14 Date Signed
LESSEE: City of National City
Approved To
Form: Claudia . Silva
Title: City Attorney
Address:
Date Signed:
61-1f14
EFM: Enter • Fleet Management, Inc.
By:
Title:
Address:
Date Signed
r. 1/1l,),71,,
)44,34 r-
AMENDMENT TO MAINTENANCE AGREEMENT
THIS AMENDMENT ("Amendment") dated this 17thday of June, 2014 is attached to, and made a part of,
the MAINTENANCE AGREEMENT entered into on the day of June, 2014 ("Agreement") by and between
Enterprise Fleet Management Inc., a Missouri corporation ("EFM") and Citv of National City ("Lessee). This
Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the
parties.
Section 10 of the Maintenance Agreement is amended to read as follows:
This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This
Agreement may be amended only by an agreement in writing signed by EFM and Lessee. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to
the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Lessee
may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of the
State of California (without reference to conflict of law principles).
All references in the Agreement and in the various Schedules and addenda to the Agreement and any other
references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the
extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations
and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Maintenance Agreement
as off, 7th day of June, 2014.
ity of National City (Lessee)
By: Ron Morrison
Title: Mayor
Cit ,H1E tion:l CityLessee) ENTERP'ISE eT MANAGEMENT, INC.
�Rn / 1A,�
ENTERPR
By
Title:
SE FLEET MANAGEMENT, INC.
- � ' /tz,lev'(
1l.v
1
re Si
Title: City Attorney
LE
Title:
(eS fl acy
App :".J o"Form: C au.� G. SilvaBy
SERVICE AGREEMENT
This Agreement is entered into as of the 17th day of June, 2014, by and between
Enterprise Fleet Management, Inc., (EFM), a Missouri corporation, and City of National City.
Enterprise Fleet Management, Inc. is the "Servicer" as denoted by the MASTER EQUITY
LEASE AGREEMENT that is by and between Enterprise FM Trust, a Delaware statutory trust and
City of National City.
WHEREAS, the parties wish to enter into this piggyback option Agreement from West
Contra Costa Unified School District RFP number 1112-03, for the purpose of specifying the term
and constituent documents of the agreement between the City of National City and EFM
regarding the Services;
WITNESSETH:
Scope of Service: This Agreement shall be effective upon execution by both parties to
acknowledge the lease rental amount under this piggyback option Agreement is not to exceed the
amount of $1,500,000. Additionally the maintenance fee under the Maintenance Agreement is
not to exceed Amount of $163,000. Lease and Maintenance amounts are referenced in the
Lease Schedules.
IN WITNESS WHEREOF, EFM and the City of National City have executed this Service
Agreement as of the day and year first above written.
City of National City
By: Ron Morrison
Title: Mayor Title:
Title: City Attorney
•
ENTERPRISE FLEET MANAGJ] MENT, INC.
By \ \ vV lC)V SS
,res i 0.1--
By
Title:
l
RISE L T MANAGEMENT, INC.
1/14.413u0
OFFICER CERTIFICATE
The undersigned hereby certifies (i) that he is the duly appointed Mayor for The City of National
City (the "Company"), (ii) that he is authorized by the Company to execute and deliver on behalf
of the Company to Enterprise FM Trust, a Delaware statutory trust ("Lessor") the Master Equity
Lease Agreement dated June, 2014 between Enterprise and the Company (the "Lease"), and
(iii) that the following individuals are authorized and empowered on behalf of and in the name of
the Company to execute and deliver to Enterprise Schedules to the Lease for individual motor
vehicles to be leased pursuant to the Lease, together with any other necessary documents in
connection with those Schedules:
Name
Title Signature
Leslie Deese City Manager
Date: 6/ 17/ 14
Ron Morrison
Mayor of City of National City
enterprise
Fleet Management DMslon
6330 Marindusby Drive
San Diego, CA 92121
e6a-54e-6200
May 8, 2014
Jennifer S. Knight
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Dear Jennifer:
Thank you very much for considering Enterprise Fleet Management to be your new partner to
assist with the management of your fleet.
Per your request, I wanted to ease your concerns with regards to your options at the end of the
lease term. The following options will be available to you at the end of your lease terms:
1. Pay the reduced book value and take full ownership of the vehicle
2. Roll the equity over into a new lease
3. Have Enterprise sell the vehicle and give the City the difference between the selling
price and the Reduced Book Value (RBV).
I hope this addresses any concerns you may have had. If there is any additional information you
need, please do not hesitate to contact me. On behalf of our entire team, we are all excited to be
partnered with the City of National City.
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
MEETING DATE: June 17, 2014 AGENDA ITEM NO. 41
..7EM TITLE:
Resolution of the City Council of the City of National City authorizing the City to piggyback the West Contra Costa
Unified School District's RFP Contract #1112-03 Vehicle Fleet Management Services with Enterprise Fleet
Management, Inc., consistent with Section 2.60.260 of the National City Municipal Code regarding cooperative
purchasing, and authorizing the Mayor to execute the following agreements and corresponding documents to
establish a vehicle leasing, maintenance and management program for National City's light and medium duty vehicle
fleet, estimated at 74 vehicles over a 10-year period: 1) Master Equity Lease Agreement with Enterprise FM Trust,
including corresponding Amendment, Indemnity Agreement, Self -Insurance Addendum and Officer Certificate, 2) a
Maintenance Agreement with Enterprise Fleet Management, Inc., including corresponding Amendment, and 3) a
Service Agreement referencing the piggyback contract and establishing not to exceed amounts of $1,500,000 and
$163,000 for the Lease and Maintenance Agreements, respectively.
PREPARED BY: Stephen Manganiello
PHONE: 619-336-4382
EXPLANATION:
See attached.
DEPARTMENT: Engineering & Public Works
APPROVED BY:
FINANCIAL STATEMENT:
ACCOUNT NO.
APPROV'':
APPROVED:
Finance
MIS
Funding for FY 2015 Lease & Maintenance Program services in the amount of $197,921 will be appropriated through Council
adoption of the FY 2015 CIP using the following accounts: 001-412-028-511-0000, 502-419-462-511-0000, 626-416-223-
511-0000, 105-416-227-511-0000, 125-416-222-511-0000; remaining appropriations will occur annually through the CIP
budget process, consistent with the 5-Year CIP for the City's Fleet
ENVIRONMENTAL REVIEW:
N/A
ORDINANCE: INTRODUCTION: FINAL ADOPTION:
STAFF RECOMMENDATION:
Adopt the Resolution
BOARD / COMMISSION RECOMMENDATION:
ATTACHMENTS:
1. Explanation
2. Agreements w/ Corresponding Legal Documents
3. Supporting Documentation
4. Resolution
EXPLANATION
Background
Objective #2 of National City's 2013-2018 Strategic Plan is to "Achieve Fiscal Sustainability".
One of the key initiatives (Item 2d) proposed in the Strategic Plan to achieve this object is to
"Fund replacement reserves, or create financing plans, for fleet, facilities and other City assets."
This report and subsequent presentation will focus on the fleet management and financing
component of this initiative.
National City's fleet consists of over 200 vehicles and heavy equipment, which supports all City
departments in delivering municipal services to residents, local businesses and visitors. Much
of the fleet is aging and in need of replacement. For example, the average life cycle for National
City vehicles is approximately 17 years, while some vehicles have been in operation since the
1980's.
The City currently owns approximately 120 light and medium duty vehicles, of which
approximately 25% are Police Department Patrol vehicles ("black & whites"). Light duty
vehicles include sedans, vans, SUVs, and small pick-up trucks. Medium duty vehicles include
'/2 ton to 1 % ton trucks. Currently, the entire fleet is City -owned and maintenance is handled by
the City's Vehicle / Equipment Maintenance Division, which consists of one lead mechanic and
two equipment mechanics (one of the equipment mechanic positions was recently vacated and
will be filled within the next few months). Specialized and extensive maintenance and repairs, as
well as "overflow" work, is primarily sent to local mechanic shops in National City.
The typical vehicle holding pattern for National City is to purchase the vehicle, operate it until it
is obsolete, then sell it at auction. In comparison to an industry standard of five to seven years
of cost-effective life for the categories of vehicles described above, over two-thirds of National
City's vehicles are below this standard. Traditionally, aging vehicles have not been replaced at
the cost-effective point in their lifecycles due to limited capital resources and challenging
economic times. The result has been significantly higher maintenance costs (older vehicles
result in more frequent "big ticket" repairs), excessive downtime (which results in reliance on
more spare vehicles and poor fleet utilization), poor fuel economy, poor service availability,
decreased "curbside appeal," and increased greenhouse gas emissions.
Evaluation of Light and Medium Duty Vehicle Fleet
Beginning in the Fall of 2013, staff began the process of evaluating the City's fleet as it relates
to management, maintenance and operations. Staff from the Vehicle / Equipment Maintenance
Division were consulted to assist with the evaluation and recommendations. The following
provides a summary of findings as it relates to the City's Tight and medium duty vehicles (based
on review of 77 vehicles, excluding Police Patrol vehicles):
• Average vehicle life cycle of 17 years, with some vehicles in operation since the 1980s;
• Aging vehicles are not being replaced based on the industry standard of five to seven
years of cost-effective life due to limited capital resources, lack of a formal fleet
management and financing program, and challenging economic times;
• Average monthly maintenance cost per vehicle of approximately $565, which translates
to approximately $522,000 annually;
Page 1 of 5
• Average annual fuel costs of approximately $200,000;
• Outside support services are frequently used to supplement fleet maintenance in order
to keep up with demands for service;
• Public safety vehicle repairs (Police and Fire Department) require faster turnaround
times, which places a strain on Vehicle / Equipment Maintenance staff;
• Excessive downtime for repairs has resulted in reliance on more "spare" vehicles and
inefficient fleet utilization.
Staff has established the following goals based on the results of the evaluation:
• Reduce maintenance and operations expenses, and enhance workforce productivity and
community services through improved vehicle reliability — achieved by modernizing the
fleet and moving to a five-year vehicle life cycle for replacement;
• Provide safe, dependable, cost-effective and energy -efficient vehicles;
• Utilize smart cash flow management to replace more vehicles with less capital;
• Review current maintenance and inspection procedures to ensure environmental
compliance;
• Provide access to alternative fuel technology.
In order to achieve these goals, staff recommends the following:
• Partner with an experienced fleet management company to establish a vehicle leasing,
maintenance and management program for National City's light and medium duty
vehicle fleet,
• Restore the Vehicle / Equipment Maintenance Division to full staffing levels — staff
proposed re -instating and funding the Equipment Maintenance Supervisor position as
part of the FY 2015 budget (position was previously frozen several years ago due to
employee retirement).
Enterprise Fleet Management
Research & Analysis
After reaching out to local businesses (such as the Mile of Cars) and exploring joint -use
opportunities with other agencies such as the City of Chula Vista, staff has determined that
Enterprise Fleet Management offers the most comprehensive services and flexible options to
supplement fleet operations for light and medium duty vehicles (excluding Police Patrol
vehicles). Enterprise Fleet Management will support the City's Vehicle / Equipment Maintenance
Division by allowing staff to provide a higher level of service for the remainder of the fleet,
including public safety vehicles (Police and Fire Department) and heavy duty vehicles /
equipment. Independent of the light and medium duty vehicles, these components of the fleet
provide a substantial amount of work to keep staff busy.
On December 17, 2013, at the regularly scheduled meeting of the City Council, City staff and
representatives from Enterprise Fleet Management presented an overview of services available
through their leasing, maintenance and fleet management programs. The presentation also
included the results of a comprehensive fleet planning analysis for the City's light and medium
duty vehicles (excluding Police Patrol vehicles), which compared the City's current fleet
management program and expenses to establishing a 60-month lease and maintenance
Page 2 of 5
program through Enterprise Fleet Management for replacing and modernizing the fleet over a
10-year period. After discussion on the presentation, Council directed staff to return to Council
with additional details on Enterprise Fleet Management's leasing, maintenance and fleet
management programs, provide a revised analysis after revisiting the fleet replacement
schedule, and explore other opportunities for management and financing of the fleet.
Based on direction from Council, staff spent the past five months working with staff from all
departments that utilize the City's light and medium duty vehicles to finalize the five-year
replacement schedule. Staff then had Enterprise Fleet Management perform a new fleet
planning analysis, which indicates an estimated 10-year savings of over $2.6 million. See
attached "Fleet Planning Analysis" summary table and chart.
Staff also assessed the option of purchasing new vehicles. While monthly payments and
financing are comparable to leasing, vehicle purchases typically require a larger downpayment,
and will require a significant investment in staff time to manage these assets. In addition,
extended maintenance programs are not typically offered by dealerships, and sending vehicles
to local mechanics tends to be more expensive than servicing vehicles in-house. Therefore, City
staff will have added pressure to regularly maintain these vehicles in order to ensure proper re-
sale values.
Staff also reviewed similar leasing, maintenance and fleet management contracts with other
public agencies that resulted from competitive bidding processes. The results of staff's research
indicates that Enterprise Fleet Management, as compared to other companies that competed for
the contracts, offers a more comprehensive scope of services with flexible options, more cost-
effective pricing and programs, and extensive experience and qualifications in fleet
management. See attached "Summary of Services" and "Contracts and Awards" for Enterprise
Fleet Management.
Contract and Scope of Services
Per Section 2.60.260 of the National City Municipal Code (NCMC) regarding cooperative
purchasing, the City has an opportunity to piggyback the West Contra Costa Unified School
District's RFP Contract #1112-03 Vehicle Fleet Management Services with Enterprise Fleet
Management, Inc. to establish a vehicle leasing, maintenance and management program for
National City's light and medium duty vehicle fleet, estimated at 74 vehicles over a 10-year
period.
NCMC Section 2.60.260 provides authority to the purchasing agent to join with other public
jurisdictions to take advantage of cooperative purchasing opportunities, including but not limited
to any federal, state or local agency pricing program or structure that is determined by the
purchasing agent to allow a procurement that is in the best interests of the City. The purchasing
agent may buy directly from a vendor at a price established through competitive bidding by
another public agency whose procedures have been determined by the purchasing agent to be
in substantial compliance with the City's procurement procedures, irrespective of the contracting
limits of that jurisdiction or agency, even if the City had not initially joined with that public agency
in the cooperative purchase.
Staff has confirmed that the West Contra Costa Unified School District's RFP Contract
#1112-03 Vehicle Fleet Management Services with Enterprise Fleet Management, Inc. was
competitively bid through a Request for Proposals (RFP) process, and that the West Contra
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Costa Unified School District's procurement procedures are in substantial compliance with those
of National City.
The Open-ended, Equity Lease Program allows the City to move to a more efficient fleet profile
and stay on a life -cycle plan, within the constraints of the City's limited capital budget. This
structure provides leasing leverage with all rights of ownership, including flexible funding options
and a strong resale market that can increase the City's equity.
Under this program, the City would retain ability to select the vehicles and features that allow
staff to do their jobs most effectively. Enterprise Fleet Management will also help coordinate
any aftermarket equipment needed, and deliver the vehicles "turnkey" to the City.
The attached letter from Enterprise Fleet Management summarizes the End of Lease Term
Options as follows:
• Pay the reduced book value and take full ownership of the vehicle;
• Roll the equity over into a new lease;
• Have Enterprise Fleet Management sell the vehicle and give the City the difference
between the selling price and Reduced Book Value (RBV).
The Full Maintenance Program includes a fixed monthly cost guaranteed for the term of the
lease. This covers all routine, preventative, unscheduled, and common repairs such as oil
changes, starter, alternator, engines, and transmission issues, etc. By having a fixed cost, the
City will no longer be responsible for the unexpected maintenance costs associated with using
other service providers (as is the present case when "overflow" work is sent to local mechanics
shops). With the steady flow of newer vehicles, the City's fleet age would come down from
seventeen years to five years, based on the replacement schedule, which is in line with industry
standards.
The true savings is having a fixed price maintenance contract. With a fixed price contract,
Enterprise has a tremendous incentive to contain costs. They do this through two means. First,
Enterprise maintains a large network of automotive repair providers with whom they have
contractual relationships at steep discounts at the national level involving hundreds of millions of
dollars. Second, Enterprise constantly monitors the maintenance costs of the vehicles and their
conditions, suggesting changes to contain costs. Certified local mechanics shops in National
City may be used to provide regularly scheduled maintenance, while the fixed price via the
maintenance contract is passed through to the City. See attached list of local mechanics shops.
Utilizing the Full Maintenance Program will have no adverse impact to Vehicle / Equipment
Maintenance Division staffing levels. The Program will allow staff to provide a higher level of
service for the remainder of the fleet, including public safety vehicles (Police and Fire
Department) and heavy duty vehicles / equipment. Furthermore, if a need for more work arises,
the Full Maintenance Program allows the City to remove vehicles from the Program and direct
maintenance activities back to City staff.
Page 4 of 5
In summary, the vehicle leasing, maintenance and management programs offered by Enterprise
Fleet Management are intended to assist City staff in improving service levels, modernizing the
fleet, and more efficiently and effectively managing resources.
Staff Recommendation
Staff recommends adopting the Resolution authorizing the City to piggyback the West Contra
Costa Unified School District's RFP Contract #1112-03 Vehicle Fleet Management Services
with Enterprise Fleet Management, Inc., consistent with Section 2.60.260 of the National City
Municipal Code regarding cooperative purchasing, and authorizing the Mayor to execute the
following agreements and corresponding documents to establish a vehicle leasing, maintenance
and management program for National City's light and medium duty vehicle fleet, estimated at
74 vehicles over a 10-year period: 1) Master Equity Lease Agreement with Enterprise FM Trust,
including corresponding Amendment, Indemnity Agreement, Self -Insurance Addendum and
Officer Certificate, 2) a Maintenance Agreement with Enterprise Fleet Management, Inc.,
including corresponding Amendment, and 3) a Service Agreement referencing the piggyback
contract and establishing not to exceed amounts of $1,500,000 and $163,000 for the Lease and
Maintenance Agreements, respectively.
Page 5 of 5
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this day of June, 2014, 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 time delivered by Lessor to Lessee as set forth below ("Schedule(s)") for the rentals
and on the terms set forth in this Agreement and in the applicable Schedule. References to this "Agreement" shall include this Master Equity Lease
Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each
Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will include, among other things, a description of the Vehicle, the lease term
and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee
unless Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the
sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use
of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state income tax purposes
with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof
(together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, "Service() may administer this Agreement on behalf of
Lessor and may perform the service functions herein provided to be performed by Lessor.
2. TERM: The term of this Agreement ("Term") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the 'Delivery Date") and,
unless terminated earlier in accordance with the terms of this Agreement, continues for the "Lease Term" as described in the applicable Schedule.
3. RENT AND OTHER CHARGES:
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will
be in the amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount
identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet
Management, Inc.) and will be due and payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the
first day of a month, monthly rental payments will begin on the first day of the next month. In addition 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 portion of each
monthly rental payment, being the amount designated as "Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for
depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c).
Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule on the due date of the first monthly rental payment under such
Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination" set forth in each Schedule at the end of the applicable Term
(whether by reason of expiration, early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty
Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the
adjusted amount will be payable by Lessee to Lessor on the termination date.
(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the
Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided
below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less
than the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%)
of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental
adjustment within thirty (30) days after the end of the applicable Term. Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-
eight (48) months (including any extension of the Term for such Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000
miles per year on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles)
or (iii) in the sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in
the two immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentence. The "Book Value" of a Vehicle means
the sum of (i) the "Delivered Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the total Depreciation Reserve paid by Lessee to
Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle.
(d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any
losses and/or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed by
Lessee to Lessor.
(e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty (20) days after its due date will accrue interest,
payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (I) Eighteen Percent (18%) per annum or ii
the highest rate permitted by applicable law (the "Default Rate"). ( )
(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor,
Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in
connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate.
(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such
payments shall be made in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that
neither any Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle
regardless of the cause or consequence nor any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet
Management, Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of its
obligations under this Agreement, including, without limitation, the payment of rent and other amounts under this Agreement.
4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the
Vehicles. Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of
all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and
encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any
illegal purpose or to pull trailers that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will
be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees
not to remove any Vehicle from the continental United States without first obtaining Lessor's written consent. At the expiration or earlier termination of
this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return
such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any
Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the
normal pro -rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee's failure to return
any Vehicle as required hereunder.
5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other
than federal and state income taxes on the income of Lessor) incurred in connection with the titling, registration, delivery, purchase, sale, rental, use or
operation of the Vehicles during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to
promptly reimburse Lessor for the same.
6. LICENSE AND CHARGES: Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges
relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial
charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit
attributable to any Lessor -owned vehicle.
7. REGISTRATION PLATES, ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates,
permits, inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at
Lessee's expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for
compliance with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any
Vehicle to be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle
to become subject to the titling and/or registration laws of such other state.
8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all
manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required
for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or improvements to a Vehicle will become and
remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing,
so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a
Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in
no instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or
improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repairs or
replacements of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in
connection with any Vehicle or this Agreement.
(b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(s) covered by
such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (ii) Lessor shall have no
liability or responsibility for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee
for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle(s).
9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A
SIZE, DESIGN, CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND
REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEES PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR
IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE.
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS,"
"WITH ALL FAULTS." All warranties made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the
applicable Term and Lessee's only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle.
(c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or
consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any
defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay
in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage
whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this
Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any
delay in delivery of any Vehicle ordered by Lessee.
10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause
whatsoever ("Casualty Occurrence'). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty
Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working order; provided, however, that if the applicable Vehicle
is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a "Totaled Vehicle"), Lessee agrees to pay Lessor no later than the
date thirty (30) days after the date of the Casualty Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle.
Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle.
11. INSURANCE:
(a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each
Vehicle, to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated
by Lessor against any damage, claim, suit, action or liability:
(i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No -Fault Protection where required
by law) for the limits listed below (Note - $5,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for
each Vehicle capable of transporting more than 8 passengers):
State of Vehicle Registration Coverage
Connecticut, Massachusetts, Maine, New Hampshire, New $1,000,000 Combined Single Limit Bodily Injury and Property
Jersey, New York, Pennsylvania, Rhode Island, and Vermont Damage - No Deductible
Florida
$500,000 Combined Single Limit Bodily Injury and Property
Damage or $100,000 Bodily Injury Per Person, $300,000 Per
Occurrence and $50,000 Property Damage (100/300/50) - No
Deductible
All Other States $300,000 Combined Single Limit Bodily Injury and Property
Damage or $100,000 Bodily Injury Per Person, $300,000 Per
Occurrence and $50,000 Property Damage (100/300/50) - No
Deductible
(ii) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductible of $500 per
occurrence - Collision and $250 per occurrence - Comprehensive).
If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher
insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other
person or entity designated by Lessor as additional insureds and loss payees, as their respective interests may appear. Further, each such insurance policy
must provide the following: (i) that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other
person or entity designated by Lessor al least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii) that no a
default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successor
assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii) that the coverage is "prir,,a,y
coverage" for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other
coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks.
Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor
as additional insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by
Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee's attorney -in -fact to
receive payment of, to endorse at checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if
Lessee fails to do so. Any expense of Lessor, Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee.
Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the
investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for
death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of
such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action.
(b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor
agrees that (A) Lessee will not be required to obtain or maintain the minimum physical damage insurance (collision and comprehensive) required under
Section 11(a) for the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the
Vehicle(s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable
and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts,
accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property
and/or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may, at its option, replace,
rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the "Vehicle" for purposes of this
Agreement; and (ii) if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment, Lessor agrees that it will, at its expense,
obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an
insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance
required under Section 11(a) for the Vehicle(s) covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation
to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial
automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice. Upon such cancellation, insurance in the minimum
amounts as set forth in 11(a) shall be obtained and maintained by Lessee at Lessee's expense. An adjustment will be made in monthly rental charges
payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten (10) days
after mailing of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or
commercial automobile liability enrollment upon giving Lessee at least thirty (30) days prior written notice.
12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their
respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or
assigns may incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or
as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of
any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect
the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded
to Lessee pursuant to the law.
13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all
inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their
respective successors or assigns will have the right to inspect any Vehicle at any reasonable time(s) during the Term and for this purpose to enter into
or upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to
provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure
to complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to
Lessor such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request.
14. DEFAULT; REMEDIES: The following shall constitute events of default ("Events of Default") by Lessee under this Agreement: (a) if Lessee fails to
pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10) days; (b) if Lessee fails to
perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee fails to perform, keep or observe any
other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice
thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a
Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of
Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be
declared to be nut and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall be contested or denied by any
guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply
with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a material adverse change in the financial
condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor is in default under or fails to comply with any other present or future
agreement with or in favor of Lessor, The Crawford Group, Inc. or any direct or indirect subsidiary of The Crawford Group, Inc.. For purposes of this
Section 14, the term "guarantor" shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.
Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without
any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the
Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to
Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors
shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce
performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any
other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent permitted by applicable law,
all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or
any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is
commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights
under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of
this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c)
shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii)
in each such sentence); and/or (f) Lessor may exercise any other right or remedy 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 notice by Lessor to Lessee. Any termination
shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any
indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative.
15. ASSIGNMENTS: Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this
Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to
Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights
or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in
and to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter
executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the
Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any
assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional
and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage
to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use, operation
or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee
or to any other person or entity, or for any other reason.
Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this
Agreement or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance.
Lessee's interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish
possession of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.
16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an
instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or
remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set
forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy,
which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is
invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Giving of all
notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party
may provide in writing from time to time. Any such notice mailed to such address will be effective one (1) day after deposit in the United States mail,
duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Agreement may be
executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease
for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (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 Lessee and its
heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their
respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of
Missouri (determined without reference to conflict of law principles).
18. NON -PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all
indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions
of this Section 18 shall survive termination of this Master Equity Lease Agreement.
19. NON -APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
acknowledges that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligations that
financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the
County or State to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such
funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be
paid for any reasonable damages. These reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the
open used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written.
LESSEE: City of National City LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc., its attomey in fact
By: Ron Morrison
Title: Mayor
By:
Title:
Address: Address:
Date Signed: Date Signed
LESSEE: City of National City LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc., its attorney in fact
Approved To
Form: Claudia G. Silva
Title: City Attorney
Address:
By:
Title:
Address:
Date Signed: Date Signed
AMENDMENT TO MASTER EQUITY LEASE AGREEMENT
THIS AMENDMENT ("Amendment') dated this day of June, 2014 is attached to, and made a part of,
the MASTER EQUITY LEASE AGREEMENT entered into on the day of June, 2014 ("Agreement") by and
between Enterprise FM Trust, a Delaware statutory trust (Lessor") and City of National City ("Lessee"). This
Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the
parties.
Section 3(c) of the Master Equity Lease Agreement is amended to add the following additional paragraph:
Upon completion of Lessee's financial obligations to their lease(s), Lessee may have the option to take ownership of
their vehicle. This option may be exercised by the payment of the Reduced Book Value to the Lessor as defined in
Section 3 of the Master Lease Agreement (which includes any rents and accounts receivable due). Given agreed -
upon depreciation rates, Lessor does not intend for this to be a bargain purchase option.
Section 3(g) of the Master Equity Lease Agreement is amended to add the following additional paragraph:
In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim involving the
Vehicle, Lessor will, in good faith, attempt to resolve the Lessee's claims in a manner satisfactory to all parties and
Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with
the Vehicle's manufacturer with respect to claims relating to such Vehicle.
Section 4 of the Master Equity Lease Agreement is amended to read as follows:
Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee
agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and
the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to
keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be
used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers
that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or
will be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal
statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first
obtaining Lessor's written consent. At the expiration or earlier termination of this Agreement with respect to each
Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return
such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any
reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee
agrees to pay Lessor additional rent for such Vehicle at twice the normal pro -rated daily rent until such Vehicle is
returned. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to
Lessee's failure to return any Vehicle as required hereunder.
Section 17 of the Master Equity Lease Agreement is amended to read as follows:
Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors,
personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent
of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of California (determined without reference to conflict of law
principles).
Section 19 of the Master Equity Lease Agreement is amended to read as follows.
Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
acknowledges that Lessee is a municipal corporation, is precluded by the City of National City Constitution and other
laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this
Agreement shall constitute an obligation of future legislative bodies of the City of National City to appropriate funds
for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any
Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the City
of National City fail to appropriate such funds, the Lessor shall be paid all rentals due and owing hereunder up until
the actual day of termination. In addition, Lessor reserves the right to be paid for any reasonable damages. These
reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open
used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this
Agreement).
All references in the Agreement and in the various Schedules and addenda to the Agreement and any other
references of similar import shall henceforth mean the Agreement as amended by this Amendment Except to the
extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations
and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.
IN WITNESS WHEREOF. Lessor and Lessee have executed this Amendment to Master Equity Lease
Agreement as of the day of June, 2014.
City of National City (Lessee) Enterprise FM Trust (Lessor)
By: Enterprise Fleet Management, Inc., its attorney in fact
By Ron Morrison By
Title. Mayor Title:
City of National City (Lessee) Enterprise FM Trust (Lessor)
By: Enterprise Fleet Management, Inc. its attorney in fact
Approved To Form: Claudia G. Silva By
Title: City Attorney Title:
INDEMNITY AGREEMENT
This Agreement is entered into as of the day of June, 2014, by and between
Enterprise Fleet Management, Inca (EFM), a Missouri corporation, and City of National City.
WITNESSETH:
INDEMNITY: Enterprise Fleet Management, Inc. ("EFM") agrees to defend and indemnify the
City of National City, it's agents, employees and officers from and against any and all losses,
damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) which the City of National City, it's agents, employees
and officers may incur by reason of EFM's breach or violation of, or failure to observe or perform,
any of its obligations as Servicer (EFM in such capacity, "Servicer") for Enterprise FM Trust in
connection with the Master Equity Lease Agreement between City of National City and
Enterprise FM Trust dated as of the date hereof, or as a result of any loss, damage, theft or
destruction of any Vehicle or related to or arising out of or in connection with the use, operation
or condition of any Vehicle, in each case, while the Vehicle was in possession of the Servicer.
Capitalized terms used herein and not defined herein shall have the meanings given in the Lease.
IN WITNESS WHEREOF, EFM and City of National City have executed this Indemnity
Agreement as of the day and year first above written.
Company: City of National City EFM: ENTERPRISE FLEET MANAGEMENT INC
By: Ron Morrison By:
Title: Mayor Title:
Address: Address:
Company: City of National City EFM: ENTERPRISE FLEET MANAGEMENT INC.
Approved To Form: Claudia G. Silva
Title: City Attorney
By:
Title:
Address: Address:
SELF -INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT
(Physical Damage and Liability)
This Addendum is made to the Master Equity Lease Agreement dated the day of June. 2014. as amended (the
'Agreement"). by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor"), and the lessee whose name is set forth on the
signature line below ("Lessee").
This Addendum is attached to and made a part of the Agreement (including each Schedule 10 the .Agreement). All
capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement
Notwithstanding the provisions of Section 11 of the Agreement, Lessee shall be permitted to assume and self -insure the
risks set forth in Section 11 of the Agreement and shall not he required to purchase or maintain any insurance policy of any kind with respect to
an Vehicle: provided. however that if any Federal, state, local or other law, statute, rule, regulation or ordinance requires Lessee to maintain
any amount of insurance with respect to any Vehicle, Lessee shall purchase and maintain such amount of Insurance in the form of an insurance
poiicv which complies in all respects, other than the amount of insurance required, with Section 11 of the Agreement.
Notwithstanding the foregoing. if ( I ) Lessor. at any time in its good faith judgment, is not satisfied with the condition,
prospects or performances_ financial or otherwise, of Lessee or (2) any default or event of default occurs under the Agreement_ than Lessor may_
at its option. revoke this Addendum and terminate Lessee's right to self -insure by providing Lessee with at least thirty (30) days prior wrtten
noree thereof Upon the termination of Lessee's right to self -insure, Lessee shall comply in all respects with Section 1 I of the .Agreement.
Except as amended hereby, all the terns and provisions of the Agreement shall remain in full force and effect. In the event
of any conflict between this Addendum and the Agreement or any of the Schedules, the terms and provisions of this Addendum will govern and
control
LESSEE: City of National City
LESSOR: Enterprise PM Trust
By. Enterprise Fleet Management, Inc., its attorney in fact
13s Ron Morrison By,
ride Mayor Title.
Date Signed _ , Dale Signed
LESSEE.. City of National City
LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc.. its attorney in fact
Approved "to By.
form. Claudia G. Silva
title: City Attorney
Date Signed:
Title
Date
Signed
OFFICER CERTIFICATE
The undersigned hereby certifies (i) that he is the duly appointed Mayor for The City of National
City (the "Company"), (ii) that he is authorized by the Company to execute and deliver on behalf
of the Company to Enterprise FM Trust, a Delaware statutory trust ("Lessor") the Master Equity
Lease Agreement dated June, 2014 between Enterprise and the Company (the "Lease"), and
(iii) that the following individuals are authorized and empowered on behalf of and in the name of
the Company to execute and deliver to Enterprise Schedules to the Lease for individual motor
vehicles to be leased pursuant to the Lease, together with any other necessary documents in
connection with those Schedules:
Name
Title Signature
Leslie Deese City Manager
Date:
Ron Morrison
Mayor of City of National City
MAINTENANCE AGREEMENT
This Maintenance Agreement (this "Agreement") is made and entered into this day of June, 2014, by Enterprise Fleet Management, Inc ,
a Missouri corporation ("EFM"), and City of National City ("Lessee').
WITNESSETH
1. LEASE. Reference is hereby made to that certain Master Equity Lease Agreement dated as of the _ day of June, 2014, by and between
Enterprise FM Trust, a Delaware statutory trust, as lessor ("Lessor"), and Lessee, as lessee (as the same may from time to time be amended, modified,
extended, renewed supplemented or restated, the "Lease"). All capitalized terms used and not otherwise defined in this Agreement shall have the
respective meanings ascribed to them in the Lease-
2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4
of the Schedule for such vehicles includes a charge for maintenance (the "Covered Vehicle(s)").
3. TERM AND TERMINATION. The term of this Agreement ("Term") for each Covered Vehicle shall begin on the Delivery Date of such Covered
Vehicle and shall continue until the last day of the "Term" (as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth
below. Each of EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to
any or all of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party. The termination of this Agreement with
respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall
thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this
Agreement.
4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions
of this Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair
of a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between
changes, (c) tire repair and replacement, (d) washing, (e) repair of damage due to lack of maintenance by Lessee between scheduled services
(including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of any alterations to a Covered Vehicle or of any after -market
components (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory -installed components and does
not cover maintenance or repair of chassis alterations, add -on bodies (including, without limitation, step vans) or other equipment (including, without
limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the
Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an accident, a collision, theft, fire, freezing, vandalism. riot,
explosion. other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle (including, without limitation, driving over
curbs. overloading, racing or other competition) or Lessee's failure to maintain the Covered Vehicle as required by the Lease, (h) roadside assistance or
towing for vehicle maintenance purposes, (i) mobile services, (j) the cost of loaner or rental vehicles or (k) if the Covered Vehicle is a truck, (i) manual
transmission clutch adjustment or replacement, (ii) brake adjustment or replacement or (iii) front axle alignment. Whenever it is necessary to have a
Covered Vehicle serviced. Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service
facility acceptable to EFM. In every case, if the cost of such service will exceed $50.00, Lessee must notify EFM and obtain EFM's authorization for
such service and EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an
invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order (odometer mileage must be shown on each shop or
service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle
unless Lessee has complied with the above terms and conditions. EFM will not have any responsibility to pay for any services in excess of the services
recommended by the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a) all
service performed within one hundred twenty (120) days prior to the last day of the scheduled "Term" (as defined in the Lease) for the applicable
Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of
and be paid for by Lessee and (b) EFM is not required to provide or pay for any service to any Covered Vehicle after 100,000 miles.
5. ENTERPRISE CARD& EFM may, at its option, provide Lessee with an authorization card (the "EFM Card") for use in authorizing the payment of
charges incurred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or
other statement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any
charges which are the responsibility of EFM under the terms of this Agreement). EFM reserves the right to change the terms and conditions for the use
of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any
time Upon the termination of this Agreement or upon the demand of EFM, Lessee must return the EFM Card to EFM. The EFM Card is non-
transferable.
6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance
on the first day of each month. If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, Lessee will pay EFM, on
the first day of the Term for such Covered Vehicle, a pro -rated maintenance fee for the number of days that the Delivery Date precedes the first monthly
maintenance fee payment date. Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within
twenty (20) days after its due date will accrue interest, payable upon demand of EFM, from the date due until paid in full at a rate per annum equal to
the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate allowed by applicable law. The monthly maintenance fee set forth on each
applicable Schedule allows the number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term
(whether by reason of termination of this Agreement or otherwise) an overmileage maintenance fee for any miles in excess of this average amount per
month at the rate set forth in the applicable Schedule. EFM may, at its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to
EFM under this Agreement from Lessee on behalf of EFM
7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM
arranges for maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER
THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION,
SUITABILITY. PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT
RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE
FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.
8. LESSOR NOT A PARTY. Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement.
9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile, recognized
overnight courier or registered or certified mail, return receipt requested and postage prepaid, to the applicable party at its address or facsimile number
set forth on the signature page of this Agreement, or at such other address or facsimile number as any party hereto may designate as its address or
facsimile number for communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered
or sent if delivered in person or sent by facsimile, on the first (1st) business day after the day on which sent, if sent by recognized overnight courier or
on the third (3rd) business day after the day on which mailed, if sent by registered or certified mail.
10. MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This Agreement may
be amended only by an agreement in writing signed by EFM and Lessee. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, except that Lessee may not assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Missouri (without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written.
LESSEE: City of National City EFM: Enterprise Fleet Management, Inc.
By Ron Morrison
Title. Mayor
Py:
Title:
Address: Address:
Date Signed: Date Signed
LESSEE: City of National City EFM: Enterprise Fleet Management, Inc.
Approved To
Form: Claudia G. Silva
Title. City Attorney
Address:
By:
Title:
Address:
Date Signed: Date Signed
AMENDMENT TO MAINTENANCE AGREEMENT
THIS AMENDMENT ("Amendment") dated this _
the MAINTENANCE AGREEMENT entered into on the
Enterprise Fleet Management Inc., a Missouri corporation
Amendment is made for good and valuable consideration,
parties.
day of June, 2014 is attached to, and made a part of,
day of June, 2014 ("Agreement") by and between
("EFM") and City of National City ("Lessee"). This
the receipt of which is hereby acknowledged by the
Section 10 of the Maintenance Agreement is amended to read as follows:
This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This
Agreement may be amended only by an agreement in writing signed by EFM and Lessee. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to
the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Lessee
may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of the
State of California (without reference to conflict of law principles).
All references in the Agreement and in the various Schedules and addenda to the Agreement and any other
references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the
extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations
and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Maintenance Agreement
as of the day of June, 2014.
City of National City (Lessee) ENTERPRISE FLEET MANAGEMENT, INC.
By. Ron Morrison By
Title: Mayor Title.
City of National City (Lessee) ENTERPRISE FLEET MANAGEMENT, INC.
Approved To Form: Claudia G. Silva By
Title: City Attorney Title:
SERVICE AGREEMENT
This Agreement is entered into as of the day of June, 2014, by and between
Enterprise Fleet Management, Inc., (EFM), a Missouri corporation, and City of National City.
Enterprise Fleet Management, Inc. is the "Servicer' as denoted by the MASTER EQUITY
LEASE AGREEMENT that is by and between Enterprise FM Trust, a Delaware statutory trust and
City of National City.
WHEREAS, the parties wish to enter into this piggyback option Agreement from West
Contra Costa Unified School District RFP number 1112-03, for the purpose of specifying the term
and constituent documents of the agreement between the City of National City and EFM
regarding the Services;
WITNESSETH:
Scope of Service: This Agreement shall be effective upon execution by both parties to
acknowledge the lease rental amount under this piggyback option Agreement is not to exceed the
amount of $1,500,000. Additionally the maintenance fee under the Maintenance Agreement is
not to exceed Amount of $163,000. Lease and Maintenance amounts are referenced in the
Lease Schedules.
IN WITNESS WHEREOF, EFM and the City of National City have executed this Service
Agreement as of the day and year first above written.
City of National City (Lessee) ENTERPRISE FLEET MANAGEMENT, INC.
By: Ron Morrison By
Title: Mayor Title:
City of National City (Lessee) ENTERPRISE FLEET MANAGEMENT. INC.
Approved To Form: Claudia G. Silva By
Title, City Attorney Title:
Fleet Management Division
6330 Marindustry Drive
San Diego, CA 92121
858-546-8200
May 8, 2014
Jennifer S. Knight
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Dear Jennifer:
Thank you very much for considering Enterprise Fleet Management to be your new partner to
assist with the management of your fleet.
Per your request, I wanted to ease your concerns with regards to your options at the end of the
lease term. The following options will be available to you at the end of your lease terms:
1. Pay the reduced book value and take full ownership of the vehicle
2. Roll the equity over into a new lease
3. Have Enterprise sell the vehicle and give the City the difference between the selling
price and the Reduced Book Value (RBV).
I hope this addresses any concerns you may have had. If there is any additional information you
need, please do not hesitate to contact me. On behalf of our entire team, we are all excited to be
partnered with the City of National City.
incerely,
y
Regio, al anager
Sheri Gambit
West Contra Costa Unified School District
1108 Bissell Avenue
Richmond, California 94801-3135
(510) 231-1190 D Fax (5l0)236-0464
Bruce Harter, Ph. D.
Superintendent of Sc/cools
David Johnston
.Lcsoi iare Superinendem. lBusiness.Sernces Director. General Services
July 16, 2013
Mark D. Wing
Sr. Account Manager
2950 Merced St., Ste. 100
San Leandro, CA 94577
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 forward to working with you. Please contact me if you have any questions.
Sincerely,
David Johnston
Director, General Services
Luis Freese, .Executive Director, Maintenance and Operations
National City Updated 5/2014 with Aftermarket - Fleet Planning Analysis
Current Fleet
Current Cycle
Current Maint.
77
17.00
$565.33
Fleet Growth
Annual Miles
Insurance
-0.89%
7,000
$0.00
Proposed Fleet
Proposed Cycle
Proposed Maint.
74
5.00
$31.50
Fuel Info
MPG
10
Price/Gallon $4.00
10 yr Savings
$2,644,813
Long Term Avg.
Savings
$311,662/yr
0
Fleet Mix
Fleet Cost
Annual
Fiscal
Fleet
Annual
Fleet
Year
Size
Needs
Owned
Leased
Purchase
Lease'
Maintenance
Insurance
Fuel
Budget
Savings
Incl. Tax
Current
77
4.5
77
0
123,852
0
522,365
0
207,200
853,417
0
'14
76
21
55
21
0
115,179
380,540
0
195,749
691,468
161,949
'15
76
17
38
38
0
217,284
271,741
0
186,480
675,505
177,912
'16
75
13
24
51
0
294,100
181,249
0
179,021
654,370
199,046
'17
74
11
12
62
0
358,362
104,436
0
172,480
635,278
218,139
'18
74
12
0
74
0
330,229
27,971
0
165,760
523,960
329,456
'19
74
21
0
74
0
332,424
27,971
0
165,760
526,155
327,262
'20
74
17
0
74
0
358,310
27,971
0
165,760
552,041
301,375
'21
74
13
0
74
0
372,768
27,971
0
165,760
566,500
286,917
'22
74
11
0
74
0
346,383
27,971
0
165,760
540,114
313,302
'23
74
12
0
74
0
330,229
27,971
0
165,760
523,960
329,456
900,000
800,000
700,000
600,000
5O1is000
401000
300,000
200,000
100,000
0
KC
b°
10 Year Budget Forecast
4b
Fiscal Year
t 7 Purchase MEM Lease` C Maintenance MI= Insurance
* Lease Rates are conservative estimates
Fuel MEM Fleet Budget ..........Current Cost
Enterprise Fleet Management 5/15/2014
Confidential
fleet management
City of National City Update 5/2014
t Profile
Vehicle Type
Average
of Type = Age
(Years)
Avenge
Annual
Mileage
Compact Pickup Reg 4x2
1/2 Ton Pickup Reg 4x2
3/4 Ton Pickup Reg 4x2
1 Ton Pickup Reg 4x2
Minivan -Passenger
Compact Wagon
1/2 Ton Van Cargo
Hybrid Sedan
Mid -size Sedan
Full-size Sedan
Compact SUV 4x2
Mid Size SUV 4x2
Fug Size SUV 4x2
3/4 Ton Cab Chassis
1 Ton Cab Chassis
1 12 Ton Cab Chassis
14
11
4
0
2
1
5
3
4
14
3
5
1
8
14.0
13.8
13.7
16.9
11.5
22.8
4.1
7.8
10.4
2.6
6.8
8.9
24.8
16.5
14.5
3.600
4,800
3,700
6,600
1,600
1,700
1,300
12,200
9,000
7,500
6,300
7,600
1,200
3,600
6,700
Totals/Averages
77
12.7
5,500
Replacement Criteria.
"'Fiscal Year 2014 = Model Year 1999 and older, or odometer over 150,000
* Fiscal Year 2015 = Model Year 2002 and older, or odometer over 144,500
* Fiscal Year 2016 = Model Year 2005 and older, or odometer over 139,000
* Fiscal Year 2017 = Model Year 2008 and older, or odometer over 133,500
*Fiscal Year 2018 = Remaining Vehicles
*Underutilized = Annual Mileage less than 1,000
Enterprise Fleet Management Confident al
Fleet Rep] :nlcn: hc. tlk
5/15/2014
ENTERPRISE FLEET MANAGEMENT SUMMARY OF SERVICES
• Nationally, Enterprise Fleet Management has over 275,000+ vehicles on lease with an additional
50,000 under management. When combined with our sister division, Enterprise Rent-A-Car, that
number exceeds 1,400,000. Our volume makes us one of the largest purchasers of vehicles in
the country. The City of National City can piggyback off of Enterprise's economies of scale for
vehicle acquisition.
• As an independent, privately -owned company, Enterprise is not tied to any one manufacturer.
We partner with both domestic and foreign manufacturers, and can acquire any make or model.
• Enterprise is your complete transportation services specialist. With divisions in Fleet
Management, Rent-A-Car, Commercial Truck Rental, Rideshare, and Car Sales, Enterprise can
service all your transportation needs under one company. For example, Enterprise can set up a
corporate rent -a -car program for the City's employees for business use.
• Enterprise provides our customers with fleet management services that address all fleet holding
costs —from acquisition to disposal, including maintenance, fuel, insurance, registration and
reporting. What this means is that the City will receive constant evaluation of your holding costs to
assure minimal operating expenses.
• The City will have a dedicated, local Account Team to proactively manage and develop your fleet
while delivering the highest level of customer service to facilitate your day-to-day needs. The
benefit is a specialized team to focus on the fleet needs of the City, so that the City can
concentrate on City functions.
• Vehicle delivery is included in our program. Enterprise will also coordinate any aftermarket up -
fitting with service bodies, signage, light bars, radios, shelving, etc. prior to delivery. By using
Enterprise personnel to drive the vehicles to and from aftermarket vendors and dealers, the City
will save on staff time
• Enterprise will handle all licensing and registration of vehicles leased to the City with exempt
license plates at no additional cost.
• Enterprise will provide monthly management reports consisting of a single invoice of all charges --
lease, maintenance, and insurance. These reports may also be viewed on-line for immediate
access. Having a comprehensive report on hand will allow the City to access any fleet
information readily, which is a huge benefit in terms of tracking and monitoring the fleet to make
cost effective decisions.
• Enterprise's Full Maintenance program will handle all factory -recommended preventive
maintenance services as per the schedule prescribed by the original equipment manufacturer (oil
changes, tune-ups, etc.) as well as all incidentals and parts required for preventative
maintenance (fluids, belts, hoses, etc.), including wheel alignments; and all unscheduled and
common repairs (engines, transmissions, battery, etc). The cost of the program is fixed,
budgeted, and inflation proof, which can significantly reduce overall maintenance expenses. It
also includes 24 hours a day/7 days a week emergency roadside assistance —reducing
administrative effort and downtime. The two main benefits is that it is a fixed cost, which means
the City can budget for the maintenance expense every year; and by using local shops to repair
the vehicles, the tax revenues will be kept within the City's local economy.
• Enterprise offers Liability and Physical Damage Coverage to assist with subrogation of accident
related repairs. The benefit to the City is the gap coverage available as well as convenience of
using our network of auto body repair facilities.
• Enterprise can handle the complete disposal transaction, including picking up the vehicle and
disposing of it through our multiple channels. The City can obtain advice and assistance from
Enterprise on vehicle and equipment selection resulting in better resale and lower per -mile cost.
ENTERPRISE FLEET MANAGEMENT CONTRACTS & AWARDS
San Diego Area Public Agency Contracts
San Diego Metropolitan Transit System
MTS released an RFP for Automobile Leasing Services in 2008, and received two
responses. The other bid was deemed incomplete because they did not meet the scope of work
for the Full Maintenance program. Also, Enterprise's proposal was scored higher and was
deemed superior because the pricing on the vehicles were more cost effective, and Enterprise
submitted a complete response meeting all bid requirements. MTS awarded a five-year leasing
program to Enterprise with three one-year extensions for replacement of 143 vehicles in a five
year period with Full Maintenance program. MTS's program with Enterprise is similar to what
National City is looking at with Enterprise.
San Diego Metropolitan Transit System
Eric Cheng, Finance
1255 imperial Ave., Ste. 1000
San Diego, CA 92101
(619) 557-4582 Phone
(619)696-7084 Fax
Eric.Cheng@sdmts.com
5 Years Leasing and Full Maintenance
S5.000,000 Contract
San Diego Unified Port District
San Diego Unified Port District advertised an RFP for Vehicle Leasing Services in August 2007
and received four responses. Enterprise received the highest score out of the four respondents in
Approach to the Project, Capability to Perform, Cost and Price, and Firm's Relevant
Experience. The District awarded the contract to Enterprise for the 11 Ford Escape Hybrids. In
2009, the District went out to bid again for 3 Honda Civic CNGs and awarded the contract to
Enterprise. In 2013, the District went out the bid again for two Nissan Leafs, and awarded that
contract to Enterprise as well.
San Diego Unified Port District
Cesar Romero, Admin Manager
3165 Pacific Highway
San Diego, CA 92101
(619) 686-6298 Phone
(619)531-7983 Fax
C romero(a portofsandiego.org
6 Years Leasing
$300,000 Contract
Sweetwater Authority
San Diego Zoo
SA,VDAG
Other Contracts
Enterprise has 415 Government customers in the United States
Enterprise has 83 Government Customers in California
Enterprise has 60 Government Customers in Southern California
Other City Contracts in California
Westminster
Monrovia
Azusa
Gardena
Torrance
Carson
Barstow
Santa Ana
Oxnard
Inglewood
Pasadena PD
Long Beach PD
Newport Beach PD
Costa Mesa PD
Placentia PD
Anaheim PD
Montebello PD
Awards & Accolades
• Enterprise Fleet Management received an Award for Innovation in Government from the
American Society for Public Administration in 2010 (see attached)
• Ranked on BusinessWeek's list of "Customer Service Champs" for past four years
• Named by Entrepreneur magazine as "Best Rental Car Company" three years in a row
• Repeatedly ranks number one on the Market Metrix Hospitality Index in rental car
industry customer satisfaction
• Ranked by Business Week as one of the "50 Best Places to Launch a Career" for past four
years
• One of the largest college recruiters I the United States as reported by The Black
Collegian magazine and CollegeGrad.com
• Ranks in the Top 50 Most Respected Companies in the U.S. in survey of consumers
conducted by Reputation Institute
• Recipient of the Secretary of Defense Employer Support Freedom Award for supporting
employees serving in the National Guard and Reserve
• Honored by the National Arbor Day Foundation for Exemplary Tree Planting Efforts
fleet management
Enterprise Fleet Management Receives Award for Innovation in Government
from American Society for Public Administration, Los Angeles Chapter
May 14, 2010, Los Angeles, CA — The Gardena, CA office of Enterprise Fleet Management, a
full -service fleet management company for businesses with medium -size fleets, received the
Winston Crouch Award for Innovation in Government from the American Society for Public
Administration Los Angeles Metropolitan Chapter. The award was presented May 13 at the
ASPA Annual Awards & Induction Banquet.
According to ASPA, the Winston Crouch Award for Innovation in Government is presented to an
individual or organization that has developed new and creative approaches to providing public
services.
Enterprise Fleet Management received the award in recognition of fleet vehicle solutions
developed in partnership with various municipalities in the Los Angeles Metro Area, including
three programs with the South Bay Cities Council of Governments, City of Compton and City of
Torrance.
Results included Enterprise assembling a small fleet of low speed neighborhood electric
vehicles to help residents and businesses reduce greenhouse gas emissions through a Local
Use Vehicle (LUV) initiative. The company also developed a program that reduced overall fleet
expense by 45 percent for 131 vehicles by establishing a "cycling" program for replacing
vehicles at regular intervals and reducing maintenance expenses. In addition, Enterprise
demonstrated the cost savings of leasing pickup trucks with a maintenance agreement included
rather than purchasing and maintaining them using in-house resources.
About Enterprise Fleet Management:
Enterprise Fleet Management, a full -service fleet management company for businesses with
mid -size fleets, operates under Enterprise Holdings. With 58 fully staffed offices nationwide, it
supplies most makes and models of cars, light and medium duty trucks and service vehicles to
businesses across the United States. In addition to winning the 2009 American Business Award
for Environmental Responsibility Program of the Year, Enterprise Fleet Management supports a
comprehensive set of environmental initiatives that includes helping customers purchase
verifiable greenhouse gas emission offsets by pledging to match a portion of each customer's
greenhouse gas offset purchases up to a total match of $1 million. Enterprise has been
recognized with the Automotive Service Excellence (ASE) "Blue Seal of Excellence" award for
13 consecutive years, an industry record. For more information, visit the company's Web site at
www.efleets.com or call toll free 1-877-23-FLEET.
I Shop Name Address City Postal Area Code Phone National Acct Times Use
BALL HONDA
1935 NATIONAL CITY BLVD
NATIONAL CITY
91950
619 474-6431
N
1
C & M MOTORS, INC
904 ROOSEVELT AVE
NATIONAL CITY
91950
619 474-8971
N
2
CERTIFIED TIRE AND SRVC CENTER
1705 SWEETWATER RD
NATIONAL CITY
91950
619 399-7353
Y
3
COMMERCIAL FLEET SERVICE
1521 COOLIDGE AVE
NATIONAL CITY
91950
619 477-2786
N
151
DISCOUNT TIRE #CAS06
1309 PLAZA BLVD
NATIONAL CITY
91950
619 474-6723
Y
5
EVANS TIRE CENTERS #015
3009 HIGHLAND AVE
NATIONAL CITY
91950
619 474-8321
Y
3
FIRESTONE COMPLETE AUTO CARE
2531 PLAZA BLVD
NATIONAL CITY
92050
619 475-6171
Y
35
FIRESTONE COMPLETE AUTO CARE
943 HIGHLAND AVE
NATIONAL CITY
92050
619 477-2109
Y
41
FRANK MOTORS HYUNDAI
3150 NATIONAL CITY BLVD
NATIONAL CITY
91951
619 474-1503
N
16
FRANK MOTORS TOYOTA
2400 NATIONAL CITY BLVD
NATIONAL CITY
91950
619 474-5573
N
1
FRANK TOYOTA
2400 NATIONAL CITY BLVD.
NATIONAL CITY
91950
619 477-4411
N
1
MCCUNE CHRYSLER PLYMOUTH
2340 NATIONAL CITY BLVD
NATIONAL CITY
91950
619 474-1557
Y
5
MOSSY NISSAN
2700 NATIONAL CITY BLVD.
NATIONAL CITY
91980
619 474-7011
N
3
PERRY FORD
2050 NATIONAL CITY BLVD
NATIONAL CITY
91950
619 477-2711
N
18
RON BAKER CHEVROLET
2301 NATIONAL CITY BLVD.
NATIONAL CITY
91950
619 477-2163
N
47
SOUTH BAY VOLKSWAGON
3131 NATIONAL CITY BLVD
NATIONAL CITY
91950
619 336-4020
N
5
RESOLUTION NO. 2014 —
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE CITY TO PIGGYBACK THE WEST CONTRA COSTA UNIFIED
SCHOOL DISTRICT'S RFP CONTRACT NO. 1112-03 VEHICLE FLEET MANAGEMENT
SERVICES WITH ENTERPRISE FLEET MANAGEMENT, INC., CONSISTENT WITH
SECTION 2.60.260 OF THE NATIONAL CITY MUNICIPAL CODE REGARDING
COOPERATIVE PURCHASING, AND AUTHORIZING THE MAYOR TO EXECUTE
THE FOLLOWING AGREEMENTS AND CORRESPONDING DOCUMENTS TO
ESTABLISH A VEHICLE LEASING, MAINTENANCE AND MANAGEMENT PROGRAM
FOR NATIONAL CITY'S LIGHT AND MEDIUM DUTY VEHICLE FLEET, ESTIMATED
AT 74 VEHICLES OVER A 10-YEAR PERIOD: 1) MASTER EQUITY LEASE AGREEMENT
WITH ENTERPRISE FM TRUST, INCLUDING CORRESPONDING AMENDMENT,
INDEMNITY AGREEMENT, SELF-INSURANCE ADDENDUM AND OFFICER
CERTIFICATE, 2) A MAINTENANCE AGREEMENT WITH ENTERPRISE FLEET
MANAGEMENT, INC., INCLUDING CORRESPONDING AMENDMENT,
AND 3) A SERVICE AGREEMENT REFERENCING THE PIGGYBACK CONTRACT,
AND ESTABLISHING NOT TO EXCEED AMOUNTS OF $1,500,000 AND $163,000
FOR THE LEASE AND MAINTENANCE AGREEMENTS, RESPECTIVELY
WHEREAS, National City's fleet consists of over 200 vehicles and heavy
equipment, which supports all City departments in delivering municipal services to residents,
local businesses and visitors; and
WHEREAS, much of the City's fleet is aging and in need of replacement. For
example, the average life cycle for National City vehicles is approximately 17 years, while some
vehicles have been in operation since the 1980's; and
WHEREAS, the City currently owns approximately 120 Tight and medium duty
vehicles, of which approximately 25% are Police Department Patrol vehicles ("black & whites").
Light duty vehicles include sedans, vans, SUVs, and small pick-up trucks. Medium duty
vehicles include %2 ton to 1'/2 ton trucks; and
WHEREAS, currently, the entire fleet is City -owned and maintenance is handled
by the City's Vehicle/Equipment Maintenance Division, which consists of one lead mechanic
and two equipment mechanics (one of the equipment mechanic positions was recently vacated
and will be filled within the next few months). Specialized and extensive maintenance and
repairs, as well as "overflow" work, is primarily sent to local mechanic shops in National City;
and
WHEREAS, the typical vehicle holding pattern for National City is to purchase the
vehicle, operate it until it is obsolete, then sell it at auction. In comparison to an industry
standard of five to seven years of cost-effective life for the categories of vehicles described
above, over two-thirds of National City's vehicles are below this standard; and
WHEREAS, traditionally, aging vehicles have not been replaced at the cost-
effective point in their lifecycles due to limited capital resources and challenging economic
times. The result has been significantly higher maintenance costs (older vehicles result in more
frequent "big ticket" repairs), excessive downtime (which results in reliance on more spare
vehicles and poor fleet utilization), poor fuel economy, poor service availability, decreased
"curbside appeal", and increased greenhouse gas emissions; and
Resolution No. 2014 —
Page Two
WHEREAS, after reaching out to local businesses (such as the Mile of Cars) and
exploring joint -use opportunities with other agencies such as the City of Chula Vista, staff has
determined that Enterprise Fleet Management offers the most comprehensive services and
flexible options to supplement fleet operations for light and medium duty vehicles (excluding
Police Patrol vehicles); and
WHEREAS, Enterprise Fleet Management will support the City's
Vehicle/Equipment Maintenance Division by allowing staff to provide a higher level of service for
the remainder of the fleet, including public safety vehicles (Police and Fire Department) and
heavy duty vehicles/equipment. Independent of the light and medium duty vehicles, these
components of the fleet provide a substantial amount of work to keep staff busy; and
WHEREAS, on December 17, 2013, at the regularly scheduled meeting of the
City Council, City staff and representatives from Enterprise Fleet Management presented an
overview of services available through their leasing, maintenance, and fleet management
programs. The presentation also included the results of a comprehensive fleet planning analysis
for the City's light and medium duty vehicles (excluding Police Patrol vehicles), which compared
the City's current fleet management program and expenses to establishing a 60-month lease
and maintenance program through Enterprise Fleet Management for replacing and modernizing
the fleet over a 10-year period; and
WHEREAS, after discussion on the presentation, Council directed staff to return
to Council with additional details on Enterprise Fleet Management's leasing, maintenance, and
fleet management programs, provide a revised analysis after revisiting the fleet replacement
schedule, and explore other opportunities for management and financing of the fleet; and
WHEREAS, staff also assessed the option of purchasing new vehicles. While
monthly payments and financing are comparable to leasing, vehicle purchases typically require
a larger down payment, and will require a significant investment in staff time to manage these
assets. In addition, extended maintenance programs are not typically offered by dealerships,
and sending vehicles to local mechanics tends to be more expensive than servicing vehicles in-
house. Therefore, City staff will have added pressure to regularly maintain these vehicles in
order to ensure proper re -sale values; and
WHEREAS, staff also reviewed similar leasing, maintenance, and fleet
management contracts with other public agencies that resulted from competitive bidding
processes. The results of staff's research indicates that Enterprise Fleet Management, as
compared to other companies that competed for the contracts, offers a more comprehensive
scope of services with flexible options, more cost-effective pricing and programs, and extensive
experience and qualifications in fleet management; and
WHEREAS, pursuant to Section 2.60.260 of the National City Municipal Code
("NCMC") regarding cooperative purchasing, the City has an opportunity to piggyback the West
Contra Costa Unified School District's RFP Contract No. 1112-03 Vehicle Fleet Management
Services with Enterprise Fleet Management, Inc., to establish a vehicle leasing, maintenance,
and management program for National City's light and medium duty vehicle fleet, estimated at
74 vehicles over a 10-year period; and
Resolution No. 2014 —
Page Three
WHEREAS, NCMC Section 2.60.260 provides authority to the purchasing agent
to join with other public jurisdictions to take advantage of cooperative purchasing opportunities,
including but not limited to any federal, state or local agency pricing program or structure that is
determined by the purchasing agent to allow a procurement that is in the best interests of the
City. The purchasing agent may buy directly from a vendor at a price established through
competitive bidding by another public agency whose procedures have been determined by the
purchasing agent to be in substantial compliance with the City's procurement procedures,
irrespective of the contracting limits of that jurisdiction or agency, even if the City had not initially
joined with that public agency in the cooperative purchase; and
WHEREAS, staff has confirmed that the West Contra Costa Unified School
District's RFP Contract No.1112-03 Vehicle Fleet Management Services with Enterprise Fleet
Management, Inc., was competitively bid through a Request for Proposals (RFP) process, and
that the West Contra Costa Unified School District's procurement procedures are in substantial
compliance with those of National City; and
WHEREAS, the Open-ended, Equity Lease Program allows the City to move to a
more efficient fleet profile and stay on a life -cycle plan, within the constraints of the City's limited
capital budget, and provides leasing leverage with all rights of ownership, including flexible
funding options and a strong resale market that can increase the City's equity.
NOW, THEREFORE, BE IT RESOLVED that the City hereby authorizes the City
to piggyback the West Contra Costa Unified School District's RFP Contract No. 1112-03 Vehicle
Fleet Management Services with Enterprise Fleet Management, Inc., consistent with Section
2.60.260 of the National City Municipal Code regarding cooperative purchasing.
BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute the
following agreements and corresponding documents to establish a vehicle leasing,
maintenance, and management program for National City's light and medium duty vehicle fleet,
estimated at 74 vehicles over a 10-year period: 1) Master Equity Lease Agreement with
Enterprise FM Trust, including corresponding Amendment, Indemnity Agreement, Self -
Insurance Addendum and Officer Certificate, 2) a Maintenance Agreement with Enterprise Fleet
Management, Inc., including corresponding Amendment, and 3) a Service Agreement
referencing the piggyback contract and establishing not to exceed amounts of $1,500,000 and
$163,000 for the Lease and Maintenance Agreements, respectively.
PASSED and ADOPTED this 17th day of June, 2014.
Ron Morrison, Mayor
ATTEST: APPROVED AS TO FORM:
Michael R. Dalla, City Clerk Claudia Gacitua Silva
City Attorney
RESOLUTION NO. 2014 — 98
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE CITY TO PIGGYBACK THE WEST CONTRA COSTA UNIFIED .
SCHOOL DISTRICT'S RFP CONTRACT NO. 1112-03 VEHICLE FLEET MANAGEMENT
SERVICES WITH ENTERPRISE FLEET MANAGEMENT, INC., CONSISTENT WITH
SECTION 2.60.260 OF THE NATIONAL CITY MUNICIPAL CODE REGARDING
COOPERATIVE PURCHASING, AND AUTHORIZING THE MAYOR TO EXECUTE
THE FOLLOWING AGREEMENTS AND CORRESPONDING DOCUMENTS TO
ESTABLISH A VEHICLE LEASING, MAINTENANCE AND MANAGEMENT PROGRAM
FOR NATIONAL CITY'S LIGHT AND MEDIUM DUTY VEHICLE FLEET, ESTIMATED
AT 74 VEHICLES OVER A 10-YEAR PERIOD: 1) MASTER EQUITY LEASE AGREEMENT
WITH ENTERPRISE FM TRUST, INCLUDING CORRESPONDING AMENDMENT,
INDEMNITY AGREEMENT, SELF-INSURANCE ADDENDUM AND OFFICER
CERTIFICATE, 2) A MAINTENANCE AGREEMENT WITH ENTERPRISE FLEET
MANAGEMENT, INC., INCLUDING CORRESPONDING AMENDMENT,
AND 3) A SERVICE AGREEMENT REFERENCING THE PIGGYBACK CONTRACT,
AND ESTABLISHING NOT TO EXCEED AMOUNTS OF $1,500,000 AND $163,000
FOR THE LEASE AND MAINTENANCE AGREEMENTS, RESPECTIVELY
WHEREAS, National City's fleet consists of over 200 vehicles and heavy
equipment, which supports all City departments in delivering municipal services to residents,
local businesses and visitors; and
WHEREAS, much of the City's fleet is aging and in need of replacement. For
example, the average life cycle for National City vehicles is approximately 17 years, while some
vehicles have been in operation since the 1980's; and
WHEREAS, the City currently owns approximately 120 light and medium duty
vehicles, of which approximately 25% are Police Department Patrol vehicles ("black & whites").
Light duty vehicles include sedans, vans, SUVs, and small pick-up trucks. Medium duty
vehicles include % ton to 1% ton trucks; and
WHEREAS, currently, the entire fleet is City -owned and maintenance is handled
by the City's Vehicle/Equipment Maintenance Division, which consists of one lead mechanic
and two equipment mechanics (one of the equipment mechanic positions was recently vacated
and will be filled within the next few months). Specialized and extensive maintenance and
repairs, as well as "overflow" work, is primarily sent to local mechanic shops in National City;
and
WHEREAS, the typical vehicle holding pattern for National City is to purchase the
vehicle, operate it until it is obsolete, then sell it at auction. In comparison to an industry
standard of five to seven years of cost-effective life for the categories of vehicles described
above, over two-thirds of National City's vehicles are below this standard; and
WHEREAS, traditionally, aging vehicles have not been replaced at the cost-
effective point in their lifecycles due to limited capital resources and challenging economic
times. The result has been significantly higher maintenance costs (older vehicles result in more
frequent "big ticket" repairs), excessive downtime (which results in reliance on more spare
vehicles and poor fleet utilization), poor fuel economy, poor service availability, decreased
"curbside appeal", and increased greenhouse gas emissions; and
Resolution No. 2014 — 98
Page Two
WHEREAS, after reaching out to local businesses (such as the Mile of Cars) and
exploring joint -use opportunities with other agencies such as the City of Chula Vista, staff has
determined that Enterprise Fleet Management offers the most comprehensive services and
flexible options to supplement fleet operations for light and medium duty vehicles (excluding
Police Patrol vehicles); and
WHEREAS, Enterprise Fleet Management will support the City's
Vehicle/Equipment Maintenance Division by allowing staff to provide a higher level of service for
the remainder of the fleet, including public safety vehicles (Police and Fire Department) and
heavy duty vehicles/equipment. Independent of the light and medium duty vehicles, these
components of the fleet provide a substantial amount of work to keep staff busy; and
WHEREAS, on December 17, 2013, at the regularly scheduled meeting of the
City Council, City staff and representatives from Enterprise Fleet Management presented an
overview of services available through their leasing, maintenance, and fleet management
programs. The presentation also included the results of a comprehensive fleet planning analysis
for the City's light and medium duty vehicles (excluding Police Patrol vehicles), which compared
the City's current fleet management program and expenses to establishing a 60-month lease
and maintenance program through Enterprise Fleet Management for replacing and modernizing
the fleet over a 10-year period; and
WHEREAS, after discussion on the presentation, Council directed staff to return
to Council with additional details on Enterprise Fleet Management's leasing, maintenance, and
fleet management programs, provide a revised analysis after revisiting the fleet replacement
schedule, and explore other opportunities for management and financing of the fleet; and
WHEREAS, staff also assessed the option of purchasing new vehicles. While
monthly payments and financing are comparable to leasing, vehicle purchases typically require
a larger down payment, and will require a significant investment in staff time to manage these
assets. In addition, extended maintenance programs are not typically offered by dealerships,
and sending vehicles to local mechanics tends to be more expensive than servicing vehicles in-
house. Therefore, City staff will have added pressure to regularly maintain these vehicles in
order to ensure proper re -sale values; and
WHEREAS, staff also reviewed similar leasing, maintenance, and fleet
management contracts with other public agencies that resulted from competitive bidding
processes. The results of staff's research indicates that Enterprise Fleet Management, as
compared to other companies that competed for the contracts, offers a more comprehensive
scope of services with flexible options, more cost-effective pricing and programs, and extensive
experience and qualifications in fleet management; and
WHEREAS, pursuant to Section 2.60.260 of the National City Municipal Code
("NCMC") regarding cooperative purchasing, the City has an opportunity to piggyback the West
Contra Costa Unified School District's RFP Contract No. 1112-03 Vehicle Fleet Management
Services with Enterprise Fleet Management, Inc., to establish a vehicle leasing, maintenance,
and management program for National City's light and medium duty vehicle fleet, estimated at
74 vehicles over a 10-year period; and
Resolution No. 2014 — 98
Page Three
WHEREAS, NCMC Section 2.60.260 provides authority to the purchasing agent
to join with other public jurisdictions to take advantage of cooperative purchasing opportunities,
including but not limited to any federal, state or local agency pricing program or structure that is
determined by the purchasing agent to allow a procurement that is in the best interests of the
City. The purchasing agent may buy directly from a vendor at a price established through
competitive bidding by another public agency whose procedures have been determined by the
purchasing agent to be in substantial compliance with the City's procurement procedures,
irrespective of the contracting limits of that jurisdiction or agency, even if the City had not initially
joined with that public agency in the cooperative purchase; and
WHEREAS, staff has confirmed that the West Contra Costa Unified School
District's RFP Contract No.1112-03 Vehicle Fleet Management Services with Enterprise Fleet
Management, Inc., was competitively bid through a Request for Proposals (RFP) process, and
that the West Contra Costa Unified School District's procurement procedures are in substantial
compliance with those of National City; and
WHEREAS, the Open-ended, Equity Lease Program allows the City to move to a
more efficient fleet profile and stay on a life -cycle plan, within the constraints of the City's limited
capital budget, and provides leasing leverage with all rights of ownership, including flexible
funding options and a strong resale market that can increase the City's equity.
NOW, THEREFORE, BE IT RESOLVED that the City hereby authorizes the City
to piggyback the West Contra Costa Unified School District's RFP Contract No. 1112-03 Vehicle
Fleet Management Services with Enterprise Fleet Management, Inc., consistent with Section
2.60.260 of the National City Municipal Code regarding cooperative purchasing.
BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute the
following agreements and corresponding documents to establish a vehicle leasing,
maintenance, and management program for National City's light and medium duty vehicle fleet,
estimated at 74 vehicles over a 10-year period: 1) Master Equity Lease Agreement with
Enterprise FM Trust, including corresponding Amendment, Indemnity Agreement, Self -
Insurance Addendum and Officer Certificate, 2) a Maintenance Agreement with Enterprise Fleet
Management, Inc., including corresponding Amendment, and 3) a Service Agreement
referencing the piggyback contract and establishing not to exceed amounts of $1,500,000 and
$163,000 for the Lease and Maintenance Agreements, respectively.
PASSED and ADOPTED this 17th day of June, 201 .—
ATTEST:
//
Mic ael R. Dalla, I'ty Clerk
on Morrison, Mayor
ROVED AS TO FORM:
Pr :la :,1"--a Silva
City Attor
Passed and adopted by the Council of the City of National City, California, on June 17,
2014 by the following vote, to -wit:
Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
City CElerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2014-98 of the City of National City, California, passed and adopted
by the Council of said City on June 17, 2014.
City Clerk of the City of National City, California
By:
Deputy
nagement .-Sery
ational City's Light a
dium Duty Vehicle Flee
City Council Meet
June 17, 20.E
insists of over 200 vehicles-
supports all City departments in de
ces to residents, local businesses and visit
y 120 are light and medium duty vehicles, of which approxim
apartment Patrol vehicles ("black & whites")
t is City -owned
ance is provided by Vehicle / Equipment Maintenance_ Da
nt staff - one Lead Mechanic and two Equipment Mechanics
Equipment Mechanic position was recently vacated and will be filled within `1
ew months
pment Maintenance Supervisor position was frozen over 3 years ago
015 Budget Request to reinstate and fund Equipment Maintenance Supervis
endatio
endations to Co
:ouncil as part of FY 2015 CIP and Annua
dium Duty Fleet
77 vehicles, excluding Police Patrol "Black & Whites"
e cycle of 17 years, with some vehicles in operation since
standard for "cost-effective" life cycle is 5 to 7 years
vehicles have not been replaced due to limited capital resourcE
rmal fleet management and financing program, and challengin
rnic times
ge monthly maintenance cost per vehicle of approximately $565
ximately $522,000 annually
age annual fuel costs of approximately $200,000
►s '1n=Nation.
rs Pdtice -and Fire
Igher maintenance costs - older vehicles result in r;
ig ticket" repairs
d demand for repairs - provides strain on current City world
ton in service availability and vehicle reliability
ve downtime - results in reliance on more spare vehicles and
lent fleet utilization
fuel economy and increased greenhouse gas emissions
eased vehicle "curbside appeal"
life cycle for
endable, cost-effective and energy-ef
cash flow management to replace more vehicles.
current maintenance and inspection procedures to ensue
mental compliance
de access to alternative fuel technology.
n ncing Options
and Reliability
Cooperative Purchasing ("Piggyback" Contra
cle / Equipment Maintenance Division to full st
ff proposed reinstating and funding the Equipmen
ce Supervisor position as part of the FY 2015 budget
as previously frozen several years ago due to employ
ent)
use (when fixed prising is
local agencies presents logistical ch
liability issues, etc.)
es
competitive monthly payment plans
e steep penalties for exceeding mileage limits / ware & to
s City staff to maintain vehicles after initial service plans ex
se Vehicles
Iy payments and financing are comparable to leasing
de purchases typically require larger down payments
ership requires a significant investment in staff time to manage a
Added pressure on City staff to regularly maintain these vehicles in order
to ensure proper re -sale values
ement
Commercial Truck Rental an+
novation in Government" from the American
nistration in 2010
d Equity Lease Program
ntenance Program
one of the largest purchasers of vehicles in the country
ocal agencies to take advantage of "economies of scale"
via "piggyback" contracts
ICE Progr
t Contracts Statewide - over 80 including, Cities:,
xnard, Santa Ana, Long Beach, Torrance, Costa Me
Pasadena and West Contra Costa Unified School Distric
lent Contracts in the U.S. - over 400
ouncil Meeting of December 17, 2013 - presented overvie
rvices and fleet planning analysis for National City's ligh
m duty vehicles (excluding Police Patrol vehicles)
City of National City Update 5/2014
Fleet Profile
it of
'5
nvro:yc
A i10
Anno:d
Mole, clr
Camped Pick up ROO 41d 14 14.0 3,600
1/2 Ton Pickup Reg 4x2 11 13.8 4,800
314 Ton Pkdnrp Reg Ad 4 13.7 3,700
1 Ton Pickup Reg 4x2 0
MMMn Paaeenger 2 16.9 6,600
Compact Wagen 1 11.5 1,600
1/2 Ton Van Cargo 5 22.8 1,700
Hybrid Sedan 3 4.1 1,300
be Sedan 4 7.8 12200
Fuilolze Sedan 14 10.4 9,000
Compact 3UV 4x2 1 2.8 7,600
Mid Six* SUV 4x2 3 6.8 6.300
Full Mot BUY 4x2 6 8.9 7,800
3/4 Ton Cab Chassis 1 24.8 1,200
'Ten Cab Chaah 1 16.5 3,600
1 1/2 Ten Cab Chassis 8 14.5 6,700
12.7 5 505
Fleet Replacement Schedule
21Ji4 2015 201E 2D17 21/18
9
3
1
1
2
1
3
1
3
2
1
2
4
2
2
3
1
2
1
2
13
2
1
1
1 2
1 2
5 2
1
1 1
2
11 12
thvler-
I1f::12C(I
1
Replacement Criteria:
• Fiscal Year 2014 • Model Year 1999 and older, or odometer over 150,000
• Fiscal Year 2015 • Model Year 2002 and older, or odometer over 144,500
• Fiscal Year 2016 • Model Year 2005 and older, or odometer over 139,000
• Fiscal Year 2017 • Model Year 2008 and older, or odometer over 133,500
• Fiscal Year 2018 • Remaining Vehictes
* Underutilized • Annual Mileage less than 1,000
6Merpdee Fleet Management Confidential
511S/20'4
National City Updated 5/2014 with Aftermarket - Fleet Planning Analysis
fleet management
Fleet Growth
Annual Miles
Insurance
Fuel Infoi` MPG
Proposed Fleet
Proposed Cycle
Proposed Maint.
1.0 Price/Gallon ` 1+ .00
10 yr Savings
$2,644,813
Long Term Avg.
Savings
6311,6621yr
0
Fleet Mix
Fleet Cost
.....:,10
Annual
Fiscal
Fleet
Annual
Fleet
Year
Size
Needs
Owned
Leased
Purchase
Lease*
Maintenance
Insurance
Fuel
Budget
Savings
g
Incl. Tax
Current
77
4.5
77
0
123,852
0
522,365
0
207,200
863,417
0
'14
"
76
21
55
21
0
116,179
380,640
0
195,749
691,468
161,949
`15°
7
17
38°-
38
0 '
217,284
271,741
0
186,480
675,505
177,912
'16
75
13
24
51
0
294,100
181,249
0
179,021
654,370
199,046
'17 e'
i' °:
11
12
62 , .:
0
388,362
104,436
0
172,41X1
635,278
218,139
'18
74
12
0
74
0
330,229
27,971
0
165,760
523,960
329,456
'19 ,
; 14
2 ('
0
74
0
332,424
27,971
0
165,760
526,155
327,262
'20
74
17
0
74
0
358,310
27,971
0
165,760
652,041
301,375
'21
' 74
13 "
0
74
0
372,768
27,971
0
165,760
566,500
2136,917
'22
74
11
0
74
0
346,383
27,971
0
165,760
540114
313,302
'23
74
12
0
74
0
330,229
27,971
0
165,760
523,960
329,456
900,000
800,000
700,000
600,000
50t'000
'a
4014000
300,000
200,000
100,000
0
10 Year Budget Forecast
Fu1uIuIuIIIIIuiui
Fiscal Year
MIIPurchase MN Lease* =Maintenance MIN Insurance ®Fuel Fleet Budget Current Cost
* Lease Rates are conservative estimates
Enterprise Fleet Management
5/15/2014
45
Confidential
tedium duty
0-year period
03 was competitively bid through RFP proc
Costa Unified School District's procurement proc
compliance with those of National City
Check - West Contra Costa Unified School District;
& San Diego Unified Port District
racts were competitively bid through RFPs - EFM offers a ro
pensive scope of services, cost-effective pricing and progra
options, and extensive experience and qualifications in fleet
agement
ncies are very satisfied with services provided by EFM
Agencies are looking to extend contracts with EFM
select specific vehicles and features (ir
stomization) to allow staff to do their jobs
FM will deliver vehicles "turnkey"
Term Options (per Letter from EFM)
reduced book value and take full ownership of the vehicle
equity over into a new lease
Enterprise Fleet Management sell the vehicle and give the Cit
ice between the selling price and Reduced Book Value (RBV)
ed rne+
repair providers to confr
ervice are appropriate
local mechanics shops in National City may
arIy scheduled maintenance, while the fixed pri
nance contract is passed through to the City
i#I have no adverse impact to Vehicle / Equipment
nce Division staffing levels
staff to provide a higher level of service for the remainder cif
Including public safety vehicles / heavy equipment (Police and 1
endent of the light and medium duty vehicles, these compon€
eet provide a substantial amount of work to keep staff busy
If a need for more work arises, the City may remove vehicles from the
Program and direct maintenance activities back to City staff
e CI.
s `RFP Contract
it Enterprise Fleet an
of the National City Municipal Code
basing, and
Mayor to execute the following agreements and
rig documents to establish a vehicle leasing, mainten
t program for National City's light and medium dut•
mated at 74 vehicles over a 10-year period:
der Equity Lease Agreement with Enterprise FM Trust, including
sponding Amendment, Indemnity Agreement, Self -Insurance Addenda
cer Certificate
aintenance Agreement with Enterprise Fleet Management, Inc., includin
responding Amendment, and
Service Agreement referencing the piggyback contract and establishing n
exceed amounts of $1,500,000 and $163,000 for the Lease and Maintenance
Agreements, respectively
mill///ry,
a
10—
ts� Fes -
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
ENTERPRISE FLEET MANAGEMENT
Vehicle Leasing, Maintenance & Management Program
Judy Hernandez (Engineering) Forwarded Copy of
Agreement to Enterprise Fleet Management