HomeMy WebLinkAboutContracts & Agreements_124-2019enterprise
FLEET MANAGEMENT
AUTHORIZED SIGNER
AUTHORIZED SIGNERS FOR MOTOR VEHICLE LEASE(S)
MayorRESOLVED The undersigned hereby certifies (i) that he/she is the duly appointed
(Title) for
City of Redlands (Entity legal name) hereafter known as "The Entity" (ii) that he/she is authorized
by The Entity to execute and deliver on behalf of The Entity to Enterprise Fleet Management hereafter known as "Enterprise' ("Lessor") and the Master
Lease Agreement between Enterprise and the Entity) the ("Lessee") and (iii) that the following individuals are authorized and empowered on behalf of
and in the name of The Entity to execute and deliver to Enterprise Schedules to the Lease for individual motor vehicles, together with any other necessary
documents in connection with those Schedules
RESOLVED FURTHER that
Janice McConnell Assistant City Manager
Print Name
Danielle Garcia
Title
Management Services/Finance Director
Print Name T,tle
Christopher Boatman
Facilities & Community Services Director
Print Name Title
Print Name Title
Print Name Title
Print Name Title
Bond Rating Rating Agency Federal ID# 95-6000766
RESOLVED FURTHER that EFM is authorized to act upon this authorization until written notice of its revocation is received by EFM
I do hereby certify that I am an authorized representative of this Company and have been given the authority to sign this agreement on behalf of the Company
Paul W. Foster
Print Name
Cl?akt
Mayor
Title
City of Redlands
Signature Company Name
Date
7/2
ATTEST
. I=mo——
jnne Donaldson, City Clerk
Zola Enterprise Fleet Management, Inc. ;,,r o,; •'v h,, or,s,•,E ":�C'�.1�;r
DocuSign Envelope ID 329E6CB7 AA4C-47A5-9058 205CD6E79600
nterprise
FLEET MANAGEMENT
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this 2nd day of July, 2019 , 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 clue 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) (u) 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 (hi) 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 (u) 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 deman ' • .:ther with interest thereon at the Default Rate
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(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 (1) 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 _
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(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 $2 000 000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for each Vehicle capable of
transporting more than 8 passengers)
State of Vehicle Registration Coverage
Connecticut, Massachusetts, Maine, New Hampshire New Jersey
New York, Pennsylvania, Rhode Island, and Vermont
Florida
All Other States
$1,000,000 Combined Single Limit Bodily Injury and Property Damage
- No Deductible
$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
$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
(u) 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 at least thirty (30) days prior written notice of such proposed cancellation, change or modification (ii) that no act or default of Lessee or any
other person or 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 to the Delivery Date and annually thereafter and/or as reasonably requested by Lessor from time to time In the event of default, Lessee hereby
appoints Lessor Servicer and any other agent of Lessor as Lessee s attorney in -fact to receive payment of, to endorse all checks and other documents and to
take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so Any expense of Lessor, Servicer or any other agent
of Lessor in adjusting or collecting insurance shall be borne by Lessee
Lessee, its drivers, servants and agents agree to cooperate fully with Lessor Servicer any other agent of Lessor and any insurance carriers in the investigation
defense and prosecution of all claims or suits arising from the use or operation of any Vehicle If any claim is made or action commenced for death personal
injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle Lessee will promptly notify Lessor of such action or claim
and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action
(b) Notwithstanding the provisions of Section 11(a) above (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor agrees that
(A) Lessee will not be required to obtain or maintain the minimum physical damage insurance (collision and comprehensive) required under Section 11(a) for
the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the Vehicle(s) covered by
such Schedule, provided, however, th.t .0 • ysical damage waiver shall not apply to, and Lessee shall be and remain liable and responsible for damage to
a covered Vehicle caused by wear . or mechanical breakdown or failure, damage to or loss of any parts, accessories or components added to a covered
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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) clays 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 fad 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(6) 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 n'tice 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 . gnee, pledgee or transferee. Any such assignee pledgee or transferee of any rights or obligations of Lessor under
this Agreement will have all of the nd obligations that have been assigned to it Lessee's rights and interest in and to the Vehicles are and will continue
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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 Redlands
Signature 01/a36
By
Title
Address
Paul W Foster
Mayor
35 Cajon St , Suite 4
Redlands CA 92373
Date Signed 7
Initials EFM '//`) Customer
LESSOR Enterprise FM Trust
By Enterprise Fleet Management Inc its attorney in fact
41-4)
Richard Murrell
Signature
By
Title
Address
Date Signed
Regional Sales Manager
1400 N Kellogg Dr Suite G
Anaheim CA 92807
Duly 1 2019
. 201B Entevpttse Fie9t141anapement, Inc. H62714 Gw Eqn .r
DocuSign Envelope ID 329E6CB7 AA4C-47A5 9058-205CD6E79600
c_nterprise
FLEET MANAGEMENT
MAINTENANCE AGREEMENT
This Maintenance Agreement (this "Agreement") is made and entered into this 2nd day of July, 2019 by Enterprise Fleet Management. Inc , a Missouri
corporation (' EFM"), and City of Redlands ("Lessee")
WITNESSETH
1 LEASE Reference is hereby made to that certain Master Lease Agreement dated as of the 2nd day of July, 2019 by and between Enterprise FM
Trust, a Delaware statutory trust, as lessor ("Lessor"), and Lessee as lessee (as the same may from time to time be amended, modified, extended, renewed
supplemented or restated, the "Lease') All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to
them in the Lease
2 COVERED VEHICLES This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4 of the
Schedule for such vehicle includes a charge for maintenance (the "Covered Vehicle(s)")
3 TERM AND 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 CARDS EFM may, at its option, provide Lessee with an authorization card (the "EFM Card") for use in authorizing the payment of charges
incurred in connection with the maintenance of the Covered Vehicles Lessee agrees to be liable to EFM for and upon receipt of a monthly or other statement
from EFM Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any charges which are the
responsibility of EFM under the terms of this Agreement) EFM reserves the right to change the terms and conditions for the use of the EFM Card at any time The
EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any time Upon the termination of this Agreement or
upon the demand of EFM, Lessee must return the EFM Card to EFM The EFM Gard 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 EF from the date due until paid in full at a rate per annum equal to the lesser of (1) Eighteen Percent (18%) per annum or (ii)
the highest rate allowed by applic.t •w monthly maintenance fee set forth on each applicable Schedule allows the number of miles per month as set forth
Initials EFM ssee Yr�
1
DocuSign Envelope ID 329E6CB7-AA4C 47A5 9058-205CD6E79600
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
B 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)
Initials
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written
LESSEE
Signature
By
Title
Address
Attention
Fax #
Date Signed
City of Redlands
atKal
Paul W. Foster
Mayor
35 Cajon St., Suite 4
Redlands, CA 92373
City Clerk
909-798-7535
20(1
EFMPAssee
6, 2019 Enlarpeiad *-teal Mar errant. Inc H0221 j _M,0tr,Ulq,ce Entity
EFM Enterprise Fleet Management, Inc.
Signature
By
Title
Richard Murrell
Regional Sales Manager
1400 N Kellogg Dr Suite G
Address
Attention
Fax #
Date Signed
Anaheim, CA 92807
July 1, 2019
DocuSign Envelope ID 329E6CB7 AA4C 47A5 9058 205CD6E79600
enterprise
FLEET MANAGEMENT
MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT
This Agreement is entered into as of the 2nd day of duly 2019 by and between Enterprise Fleet Management, Inc., a Missouri corporation, doing business as
"Enterprise Fleet Management' (' EFM"), and city of Redlands (the "Company")
WITNESSETH
1 ENTERPRISE CARDS Upon request from the Company, EFM will provide a driver information packet outlining its vehicle maintenance program (the 'Program")
and a card ("Card") for each Company vehicle included in the Company's request All drivers of vehicles subject to this Agreement must be a representative of the
Company its subsidiaries or affiliates All Cards issued by EFM upon request of the Company shall be subject to the terms of this Agreement and the responsibility
of the Company All Cards shall bear an expiration date
Cards issued to the Company shall be used by the Company in accordance with this Agreement and limited solely to purchases of certain products and services for
Company vehicles, which are included in the Program The Program is subject to all other EFM instructions, rules and regulations which may be revised from time
to time by EFM Cards shall remain the property of EFM and returned to EFM upon expiration or cancellation
2 VEHICLE REPAIRS AND SERVICE EFM will provide purchase order control by phone or in writing authorizing charges for repairs and service over $75, or such
other amount as may be established by EFM from time to time under the Program All charges for repairs and services will be invoiced to EFM Invoices will be
reviewed by EFM for accuracy proper application of potential manufacturer's warranties, application of potential discounts and unnecessary, unauthorized repairs
Notwithstanding the above, in the event the repairs and service are the result of damage from an accident or other non maintenance related cause (including glass
claims) these matters will be referred to the Company's Fleet Manager If the Company prefers that EFM handle the damage repair, the Company agrees to assign
the administration of the matter to EFM EFM will administer such claims in its discretion The fees for this service will be up to $125 00 per claim and the Company
agrees to reimburse for repairs as outlined in this agreement If the Company desires the assistance of EFM in recovering damage amounts from at fault third parties,
a Vehicle Risk Management Agreement must be on file for the Company
3 BILLING AND PAYMENT All audited invoices paid by EFM on behalf of the Company will be consolidated and submitted to the Company on a single monthly
invoice for the entire Company fleet covered under this Agreement The Company is liable for and will pay EFM within ten (10) days after receipt of an invoice or
statement for all purchases invoiced to the Company by EFM, which were paid by EFM for or on behalf of the Company. EFM will be entitled to retain for its own
account, and treat as being paid by EFM for purposes of this Agreement, any discounts it receives from a supplier with respect to such purchases which are based
on the overall volume of business EFM provides to such supplier and not solely the Company's business EFM will exercise due care to prevent additional charges
from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement The Company will use its best efforts to
obtain and return any such cancelled Card
4 RENTAL VEHICLES The Card will authorize the Company's representative to arrange for rental vehicles with a subsidiary of Enterprise Rent A Car Company
for a maximum of two (2) days without prior authorization Extensions beyond two (2) days must be granted by an EFM representative The Company assumes all
responsibility for all rental agreements arranged by EFM with a subsidiary of Enterprise Rent-A-Car Company through an EFM representative or through the use of
the Card All drivers must he at least 21 years of age, hold a valid driver's license be an employee of the Company or authorized by the Company through established
reservation procedures and meet other applicable requirements of the applicable subsidiary of Enterprise Rent A Car Company
5 NO WARRANTY EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS REPAIRS OR
SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, OPERATION CONDITION SUITABILITY, PERFORMANCE, QUALITY OR FITNESS FOR USE Any defect
in the performance of any product, repair or service will not relieve the Company from its obligations under this Agreement, including without limitation the payment
to EFM of monthly invoices
6 CANCELLATION Either party may cancel any Card under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party
The cancellation of any Card or termination of this Agreement will not affect any rights or obligations under this Agreement, which shall have previously accrued or
shall thereafter arise with respect to any occurrence prior to such cancellation or termination A Card shall be immediately returned to EFM upon cancellation to.
Enterprise Fleet Management, 600 Corporate Park Drive, St Louis, MO 63105 Attention Enterprise Card Department Notice to EFM regarding the cancellation of any
Card shall specify the Card number and identify the Company's representative In the case of a terminated representative such notice shall include a brief description
of the efforts made to reclaim the Card
7 NOTICES All notices of cancellation or termination under this Agreement shall be mailed postage prepaid by registered or certified mail, or sent by express
overnight delivery service, to the other party at its address set forth on the signature page of this Agreement or at such other address as such party may provide
in writing from time to time Any such notice sent by mail will be effective three (3) days after deposit in the United States mail duly addressed, with registered or
certified mail postage prepaid Any such notice sent by express overnight delivery service will be effective one (1) day after deposit with such delivery service, duly
addressed, with delivery fees prep The Company will promptly notify EFM of any change in the Company's address
Initials EFM. ! company
DocuSign Envelope ID 329E6CB7 AA4C 47A5 9058 205CD6E79600
800 0 00
8 FEES EFM wrII charge the Company for the service under this Agreement $ per month per Card, plus a one time set-up fee of $
9 MISCELLANEOUS This Agreement may be amended only by an agreement in writing signed by EFM and the Company This Agreement is governed by the
substantive laws of the State of Missouri (determined without reference to conflict of law principles)
IN WITNESS WHEREOF EFM and the Company have executed this Maintenance Management and Fleet Rental Agreement as of the day and year first above written
Company
Signature
By
Title
Address
City of Redlands
Date Signed
ATTEST
Paul W Foster
Mayor
35 Cajon St , Suite 4
Redlands, CA 92373
Initials EFM // AL mpany
�
JULY 2
2011
e .ne
Donaldson, on, City Clerk
G I0I.7 Enlalpnse Fleet Atanngemani. Inc H02213_MainlMan. 7emenl
EFM Enterprise Fleet Management Inc.
Signature
By Richard Murrell
Regional Sales Manager
Title
Address
1400 N Kellogg Dr Suite G
Anaheim, CA 92807
Date Signed J ul y 1, 2019
DocuSign Envelope ID 4163036E 84C0-4020 8631-7DCC7BOE7DD8
nterprise
FLEET MANAGEMENT
SELF INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT
(Physical Damage Only)
This Addendum is made to the Master Equity Lease Agreement dated 2nd day of July, 2019
, 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 covered by the
Physical Damage insurance policy set forth in Section 11 of the Agreement and shall not be required to purchase or maintain any Physical Damage 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 Physical Damage insurance with respect to any Vehicle Lessee shall purchase and maintain such amount of Physical Damage insurance in the form of
a Physical Damage insurance policy which complies in all respects, other than the amount of Physical Damage 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 Redlands
By
Title
C3-2e_g_o_W-1)
Paul W Foster
Mayor
Date Signed \Du 1 r G. , 2619
ATTEST.
Donaldson, City Clerk
2'H7 ewe,„'. _ '.,:O, Mnnagama r Inn 10,N9e 50-,nsjrarwe hfdend,rm iE4u�1,. Pnys1.:aI DarnE10.1
)
LESSOR Enterprise FM Trust
By Enterprise Fleet Management Inc its attorney in fact
641tit, Itt.brnsst,i?
Kevin Morrissey
By
Title
Date Signed
Vice President
July 1, 2019