HomeMy WebLinkAboutRES 2026-22RESOLUTION NO.2026-22
A RESOLUTION OF THE CITY OF DIAMOND BAR CITY COUNCIL,
APPROVING A MASTER EQUITY LEASE AGREEMENT AND
RELATED AGREEMENTS AND DOCUMENTS WITH ENTERPRISE
FLEET MANAGEMENT, INC., REGARDING A FLEET
MANAGEMENT PROGRAM AND AUTHORIZING THE CITY
MANAGER TO EXECUTE LEASE SCHEDULES FOR VEHICLES UP
TO SPECIFIED PARAMETERS.
WHEREAS, the City of Diamond Bar ("City") owns and maintains a fleet of 24
light- and medium -duty vehicles used to provide public services, including but not
limited to maintenance, neighborhood improvement, and recreation programming;
and
WHEREAS, fleet management is an administrative approach that allows
entities to organize and coordinate vehicles with the goal of improving efficiency,
reducing costs, and being in compliance with government regulations;
WHEREAS, the City's fleet is currently managed by the Public Works
Maintenance Division; and
WHEREAS, the City has historically purchased fleet vehicles outright,
requiring significant upfront capital expenditures that have contributed to the
- retention of vehicles beyond their optimal service life, resulting in reduced overall
fleet efficiency; and
WHEREAS, the City has identified that continued reliance on the current fleet
management model has resulted in increased maintenance costs, reduced service
levels, and inefficient allocation of staff resources; and
WHEREAS, the California Air Resources Board has adopted the Advanced
Clean Fleets Regulation, requiring public agency fleets to transition toward emission vehicles vehicles beginning in 2027, thereby necessitating coordinated fleet
planning, replacement scheduling, and infrastructure readiness; and
WHEREAS, Chapter 3.24
of Title
3 of the
Diamond Bar City Code contains
the City's Purchasing Policy ("Purchasing
Policy");
and
WHEREAS, according to the Purchasing Policy, the basic standard that
should always prevail is a transparent, controlled, and equitable procurement
process in the use and stewardship of public funds; and
WHEREAS, the City Manager, acting in the role of Purchasing Manager,
directs and supervises the acquisition of all goods and services under the authority
of Diamond Bar City Code Section 3.24.040 (a); and
Resolution No. 2026-22
WHEREAS, Diamond Bar City Code Section 3,24,090 (f) authorizes the
Purchasing Manager to dispense with formal bidding, when, in the opinion of the
Purchasing Manager, supplies, personal property, services or equipment can be
more efficiently or more cost efficient obtained if acquired on behalf of the City by the
state department of general services or other government purchasing program, and
the City Council authorizes "piggyback" procurement by resolution; and
WHEREAS, the Purchasing Manager has determined that certain supplies,
materials, personal property, and equipment can be more efficiently and more
inexpensively obtained if acquired on behalf of the City as a participant of
Sourcewell (formerly NJPA), an intergovernmental cooperative purchasing alliance
that procures contracted goods and services through a competitive request for
proposal solicitation process conducted by a public agency/governmental entity; and
WHEREAS, acquisition of any such supplies, materials, personal property or
equipment as a participant of a government purchasing program must be authorized
by resolution of the City Council; and
WHEREAS, City staff has determined that vehicles meeting the City's needs
and requirements are available from Enterprise Fleet Management, Inc.
("Enterprise") through a competitively -solicited cooperative agreement for fleet
management services awarded through Sourcewell, a State of Minnesota local
government unit and service cooperative, through its Solicitation Number: RFP
#030122, whereby Enterprise was selected with an effective date of May 4, 2022, to
continue in force and effect until April 18, 2026, which is attached hereto as Exhibit
A; and
WHEREAS, the cooperative agreement for fleet management services
awarded through Sourcewell was extended on January 21, 2026, with a new
contract expiration date of April 18, 2027, which is attached hereto as Exhibit B; and
WHEREAS, Enterprise's fleet management program requires the City to enter
into a Master Equity Lease Agreement ("Agreement") by and between the City and
Enterprise FM Trust for the lease of vehicles, attached hereto as Exhibit C; and
WHEREAS, City staff, with the assistance of the City Attorney, has negotiated
the terms of an Addendum to the Agreement ("Addendum") whereby Enterprise has
made concessions to the City not otherwise contained in its form Master Equity
Lease Agreement and which is also attached hereto as Exhibit C; and
WHEREAS, pursuant to the terms of the Agreement, as supplemented by the
Addendum, the City, as lessee, may lease vehicles from Enterprise FM Trust, as
lessor, by means of Lease Schedules for each Vehicle ("Lease Schedules"); and
WHEREAS, this City Council desires to delegate to the City Manager the
authority to enter into Lease Schedules for vehicles consistent with the Agreement,
2
Resolution No. 2026-22
as supplemented by the Addendum, and further, consistent with the parameters
detailed in this Resolution; and
NOW, THEREFORE BE IT RESOLVED, the City Council of the City of
Diamond Bar, does hereby adopt Resolution No. 2026-22 as follows:
1. Authorizes participation of the City in Sourcewell.
2. Appoints the City Manager of the City to direct and supervise the acquisition of
goods and services as a participant with Sourcewell.
3. Approves the Agreement, including the Addendum and all Supplemental
Agreements and Documents attached as Exhibit C.
4. Authorizes the City Manager to execute and deliver the Agreement, as
supplemented by the Addendum, and all the Supplemental Agreements, on
behalf of the City.
5. Authorizes the City Manager to execute and deliver Lease Schedules and related
documents for the lease of vehicles through the Enterprise Fleet Management
program, not to exceed the dollar amounts approved for such leases and
purchases in the annual budget as approved by the City Council in the budget
process.
6. This Resolution shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 16ih day of June 2026.
3
Resolution No. 2026-22
ATTEST:
I, Kristina Santana, City Clerk of the City of Diamond Bar, do hereby certify that the
foregoing Resolution was passed, approved and adopted at a regular meeting of the
City Council of the City of Diamond Bar held on the 161h day of June 2026, by the
following vote:
AYES:
COUNCIL
MEMBERS:
NOES:
COUNCIL
MEMBERS:
ABSENT:
COUNCIL
MEMBERS:
ABSTAINED:
COUNCIL
MEMBERS:
Attachments:
Chou, Liu,
None
None
None
stina Santana, City Clerk
Teng, MPT/Low, Mlf1
Exhibit A -Sourcewell Contract with Enterprise Fleet Management, Inc. RFP#030122
Exhibit B -Sourcewell Contract Extension with Enterprise Fleet Management, Inc.
RFP#030122
Exhibit C -Master Equity Lease Agreement and all Supplemental Agreements and
Documents
Exhibit A
Sourcewell Contract with Enterprise Fleet Management, Inc.
RFP#030122
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
Solicitation Number: RFP WavIZ2
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and Enterprise Fleet Management, Inc., 600 Corporate Park Drive, St. Louis,
MO 63105 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to eligible
federal, state/province, and municipal governmental entities, higher education, K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Fleet Management Services from which Supplier was
awarded a contract.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts
(Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires April 18, 2026, unless it is
cancelled sooner pursuant to Article 22. This Contract may be extended one additional year
upon the request of Sourcewell and written agreement by Supplier.
C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all
payment obligations incurred prior to expiration or termination will survive, as will the
following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All
other rights will cease upon expiration or termination of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR
SERVICES.
Supplier will provide the Equipment,
Products, or
Services as stated in its Proposal
submitted
under the Solicitation Number listed
above.
Rev. 3/2021
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated
into this Contract.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated
in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. WARRANTY. Equipment, product, or service warranties will be provided by the
manufacturer or service provider. Supplier will assist the Participating Entity in reaching a
resolution in any dispute over warranty terms with the manufacturer or service provider. Any
manufacturer's or service provider's warranty will be passed on to the Participating Entity,
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout
the Contract term, Supplier must provide to Sourcewell a current means to validate or
authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment,
Products, and Services offered under this Contract, which will be incorporated into this
Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most
current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price
stated in Supplier's Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Supplier must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities,
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
Rev. 3/2021
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.
In the event that Equipment and Products arrive in a defective or inoperable condition, the
Participating Entity must promptly bring any such condition to Supplier's attention. Supplier will
then provide commercially reasonable assistance to the Participating Entity in any
communication or negotiation with the Equipment and Product's manufacturer or dealer, as
applicable, with respect to claims relating to such condition.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax -
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed
from the Hot List at any time through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities,
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Supplier Development Administrator. This
approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change;
• Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and
• Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.
Rev. 3/2D21
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CS-4EF8-87D2-53507DDA9723
030122-EFM
A fully executed Sourcewell Price and Product Change Request Form will become an
amendment to this Contract and will be incorporated by reference.
S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity's
authority to access this Contract is determined through its cooperative purchasing, interlocal,
orjoint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Supplier understands that a Participating
Entity's use of this Contract is at the Participating Entity's sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential participating entities
to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its
roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier's employees may be required to perform work at government -
owned facilities, including schools. Supplier's employees and agents must conduct themselves
in a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized
subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it
may use its own forms, but the purchase order should clearly note the applicable Sourcewell
contract number. All Participating Entity orders under this Contract must be issued prior to
expiration or cancellation of this Contract; however, Supplier performance, Participating Entity
payment obligations, and any applicable warranty periods or other Supplier or Participating
Entity obligations may extend beyond the term of this Contract.
Rev.3/2021
Exhibit A
DocuSlgn Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
Supplier's acceptable forms of payment are included in its attached Proposal. Participating
Entities will be solely responsible for payment and Sourcewell will have no liability for any
unpaid invoice of any Participating Entity,
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order, or other required transaction documentation, may be
negotiated between a Participating Entity and Supplier, such as job or industry -specific
requirements, legal requirements (e.g., affirmative action or immigration status requirements),
or specific local policy requirements. Some Participating Entities may require the use of a
Participating Addendum; the terms of which will be negotiated directly between the
Participating Entity and the Supplier. Any negotiated additional terms and conditions must
never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements not addressed in this Contract (such as e-
commerce specifications, specialized delivery requirements, or other specifications and
requirements), the Participating Entity and the Supplier may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order prior to the
applicable Equipment and Product manufacturer or dealer deadline, in whole or in part,
immediately upon notice to Supplier in the event of any of the following:
1. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity's requirements.
Any termination thereafter will be governed by the terms and conditions of Supplier's affiliates'
Master Lease Agreement.
E. GOVERNING LAW AND
VENUE.
The governing
law
and venue for any
action related to a
Participating Entity's order
will be
determined by
the
Participating Entity
making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
Rev. 3/2021
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
• Timely response
to
all Sourcewell and Participating Entity
inquiries; and
• Business reviews
to
Sourcewell and Participating Entities,
if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, sales data reports, supply issues, customer
issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a
contract sales activity report (Report) to the Sourcewell Supplier Development Administrator
assigned to this Contract. Reports are due no later than 45 days after the end of each calendar
quarter. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were
made).
The Report must contain the following fields:
• Participating Entity Name (e.g., City of Staples Highway Department);
• Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number;
• Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Supplier may not charge Participating Entities more than the contracted
price to offset the Administrative Fee,
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated
in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased
by Participating Entities under this Contract during each calendar quarter. Payments should
Rev. 3/2021 6
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be
mailed to the address above "Attn: Accounts Receivable" or remitted electronically to
Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments
must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees
to cooperate with
Sourcewell in
auditing transactions under this Contract to
ensure that the
administrative fee
is paid on all
items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract's expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier's Authorized Representative is the person named in the Supplier's Proposal. If
Supplier's Authorized Representative changes at any time during this Contract, Supplier must
promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records,
documents, and accounting procedures and practices relevant to this Agreement are subject to
examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the
end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under
this Contract without the prior written consent of the other party and a fully executed
assignment agreement. Such consent will not be unreasonably withheld. Any prohibited
assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been duly executed by the parties.
D. WAIVER. Failure by either party to take action or assert any right under this Contract will
not be deemed a waiver of such right in the event of the continuation or repetition of the
circumstances giving rise to such right. Any such waiver must be in writing and signed by the
parties.
Rev. 3/2021
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
E. CONTRACT COMPLETE. This Contract, with respect to the subject matter hereof, represents
the complete agreement between the parties. No other understanding regarding this Contract,
whether written or oral, may be used to bind either party. For any conflict between the
attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-
22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
respective businesses. This Contract does not create a partnership, joint venture, or any other
relationship such as master -servant, or principal -agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell, including their agents and
employees, harmless from any third -party claims or causes of action, including attorneys' fees
incurred by Sourcewell, arising out of any act or omission in the performance of this Contract by
the Supplier or its agents or employees. Sourcewell's responsibility will be governed by the
State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable
law.
Indemnity obligations between Supplier and any Participating Entity, if any, will be asset forth
in the applicable Supplier's affiliates' Master Lease Agreement.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and
license to use the trademark(s) provided to Supplier by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell's relationship with
Supplier.
b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and
license to use Supplier's trademarks in advertising and promotional materials for the
purpose of marketing Supplier's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to their respective subsidiaries, distributors, dealers,
Rev. 3/2021
Exhibit A
DocuSlgn Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in
advertising and promotional materials for the purpose of marketing the Parties' relationship
to Participating Entities. Any sublicense granted will be subject to the terms and conditions
of this Article. Each party will be responsible for any breach of this Article by any of their
respective sublicensees.
3. Use; Quality Control.
a. Neither party may alter the other party's trademarks from the form provided
and must comply with removal requests as to specific uses of its trademarks or
logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party's trademarks only in good faith and in a dignified manner consistent with
such party's use of the trademarks. Upon written notice to the breaching party, the
breaching party has 30 days of the date of the written notice to cure the breach or
the license will be terminated.
4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its
Participating Entities against any and all suits, claims, judgments, and costs instituted or
recovered against Sourcewell or Participating Entities by any person on account of the use
of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier
in violation of applicable patent or copyright laws.
5. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed
catalog of suppliers which may be used until the next printing). Supplier must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell's written directions.
e. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Supplier individually orjointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development
Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment,
Products, or Services.
Rev. 3/2021
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. venue
for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate
state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party's reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal,
unenforceable, or void then both parties will be relieved from all obligations arising from that
provision. If the remainder of this Contract is capable of being performed, it will not be affected
by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and
work in good faith to resolve such dispute within a reasonable period of time. If necessary,
Sourcewell and the Supplier will jointly develop a short briefing document that describes
the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher
level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Supplier must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute.
B.
DEFAULT AND REMEDIES. Either of
the
following
constitutes cause to declare this Contract,
or
any Participating Entity order under
this
Contract,
in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
The party claiming default must provide written notice of the default, with 30 calendar days to
cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated
Rev. 3/2021
10
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
or other damages. If the default remains after the opportunity for cure, the non -defaulting
party may:
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the
Contract.
18.INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect
at all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better,
with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its
operations, with coverage on an occurrence basis, and must be subject to terms no less
broad than the Insurance Services Office ("ISO") Commercial General Liability Form
CG0001(2001 or newer edition), or equivalent. At a minimum, coverage must include
liability arising from premises, operations, bodily injury and property damage,
independent contractors, products -completed operations including construction defect,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage
$1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract,
Supplier will maintain insurance covering all owned, hired, and non -owned automobiles
in limits of liability not less than indicated below. The coverage must be subject to terms
no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer),
or equivalent.
Rev. 3/2021
11
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Supplier will maintain
umbrella coverage over Employer's Liability, Commercial General Liability, and
Commercial Automobile,
Minimum Limits:
$2,000,000
5. Network Security and Privacy Liability Insurance. During the term of this Contract,
Supplier will maintain coverage for network security and privacy liability. The coverage
may be endorsed on another form of liability coverage or written on a standalone
policy. The insurance must cover claims which may arise from failure of Supplier's
security resulting in, but not limited to, computer attacks, unauthorized access,
disclosure of not public data — including but not limited to, confidential or private
information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must
furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must
be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide
certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in
this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Supplier's commercial
general liability insurance policy with respect to liability arising out of activities, "operations," or
"work" performed by or on behalf of Supplier, and products and completed operations of
Supplier. The policy provision(s) or endorsements) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.
Rev. 3/2021
Exhibit A
DocuSlgn Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Supplier or its subcontractors. The waiver must apply to all
deductibles and/or self -insured retentions applicable to the required or any other insurance
maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must
require similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this
Contract can be met by either providing a primary policy or in combination with
umbrella/excess liability policy(ies), or self -insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Supplier conducts with Sourcewell and Participating Entities,
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during
this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in
writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred,
suspendedI proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Supplier certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Supplier further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
Rev. 3/2021
13
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional
requirements based on specific funding source terms or conditions. Within this Article, all
references to "federal" should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier's Equipment,
Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). Intentionally omitted.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708).
Intentionally omitted.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. Intentionally omitted.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Intentionally omitted.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file
any required certifications. Suppliers must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
Rev.3/2021
14
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB 4EF8-87D2-53507DDA9723
030122-EFM
covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Suppliers must file all certifications and
disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31
U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. Intentionally omitted.
J. BUY AMERICAN PROVISIONS COMPLIANCE. Intentionally omitted.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Supplier that are directly pertinent to Supplier's discharge of its obligations under
this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The
right also includes timely and reasonable access to Supplier's personnel for the purpose of
interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). Intentionally omitted.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or
reproductions of flags or likenesses of Federal agency officials without specific pre -approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to
this Contract or any purchase by an Participating Entity and is not subject to any obligations or
liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter
resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The
Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and
Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a
Participating Entity,
P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any
federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit
disallowance, and benefit overpayments.
Rev. 3/2021
15
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
030122-EFM
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services,
Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to
the anticipated work under this Contract raises an actual or potential conflict of interest (as
described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in
writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and
Participating Entity are able to assess the actual or potential conflict; and provide any additional
information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources
and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR
EQUIPMENT. Intentionally omitted.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies
that during the term of this Contract will comply with applicable requirements of 2 C.F.R. §
200,322,
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60
days' written notice to the other party. However, Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Supplier's
Proposal. Cancellation of this Contract does not relieve either party of financial, product, or
service obligations incurred or accrued prior to cancellation.
Sourcewell Enterprise Fleet Management, Inc.
DocuSignetl by: ElAAA
D Slgned by:C�ScGa Ayf/J ,At�si�COF02A13gD064SS_. EFcMC1DEW465...
By: By:
Jeremy Schwartz Dain Giesie
Title: Chief Procurement Officer Title: Vice President
5/4/2022 1 9:11 AM CDT 5/4/2022 ( 2:58 PM CDT
Date: Date:
Rev.3/2021
s
��:tilf7f�_1
DocuSlgn Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Approved:
000�sg�<a ey:
C!(W (huu.11L
By: ]E42B8F81]A84CC...
Chad Coauette
Title: Executive Director/CEO
5/4/2022 1 3:23 PM CDT
Date:
Rev. 3/2021
030122-EFM
17
l�:ii117i�1
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
RFP 030122 = Fleet Management Services
Vendor Details
Company Name: Enterprise Fleet Management, Inc.
Does your company conduct
business under any other name? If MO
yes, please state:
600 Corporate Park Dr.
Address:
St. Louis, MO 63050
Contact: Dain Giesie
Email: Dain.E.Giesie@efleets.com
Phone: 314-274-5428
Fax: 314-274-5428
HST#: 43-1697807
Submission Details
Created On: Tuesday February 01, 2022 10:13:18
Submitted On: Tuesday March 01, 202216:13:51
Submitted By: Dain Giesie
Email: Dain.E.Giesie@efleets.com
Transaction #: 53316618-72bf-4ca3-ad36-3ffbOfdf4609
Submitter's IP Address: 4.30.165.86
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Specifications
Table 1: Proposer Identity & Authorized Representatives
General Instructions (applies
to all Tables) Sourcewell prefers a brief but thorough response to each question. Do
not merely attach
additional documents to your response without
also providing a substantive response. Do not leave answers blank;
respond "N/A" if the
question does not apply to you
(preferably with
an explanation).
Item
Question%
Response*
1
Proposer Legal Name (one legal entity only):
Enterprise Fleet Management, Inc.
(In the event of award, will execute the
resulting contract as "Supplier")
2.
Identify all subsidiary entities of the Proposer
N/A
whose. equipment, products, or services are
included in the Proposal.
3
Identify all applicable assumed names or DBA
Enterprise Fleet Management
names of the Proposer or Proposer's
subsidiaries in Line 1 or Line 2 above.
4
Provide your CAGE code or DUNS number:
08-001-5860
'
5
lProposer Physical Address:
600 Corporate Park Drive, St. Louis, MO 63105
6
Proposer website address (or addresses):.-..
efleets.com
7
Proposers Authorized Representative (name,
Dain Giesie, Assistant Vice President, Dain.E.Giesie@efleets.com, 314.274-5428
title, address, email address & phone) (The
representative must have authority to sign
the "Proposer's Assurance of Compliance" on
behalf of the Proposer and, in the event of
award, will be expected to execute the
resulting contract):
8
Proposers primary contact for this proposal.:
Dain Giesie, Assistant Vice President, Dain.E.Giesie@efleets.com;: 314-274-5428
(name,. title, address, email address & phone):
9
Proposers other contacts for this proposal, if
Michelle Rojas, Business Analyst, michelle.m.rojas@efleets.com, 314-2744556
any (name, title, address, email address &
phone):
Table 2: Company Information and Financial Strength
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
10
Provide a brief history of your company,
Background and History
including your company's core values,
In 1957, with seven cars and a hunch that customers would embrace the novel
business philosophy, and industry longevity
concept of leasing automobiles, Jack Taylor founded Executive Leasing Company,
related to the requested equipment, products
what is today known as Enterprise Rent-A-Car. Twelve years later, Enterprise began
or services,
expanding outside of St. Louis.
In 1992, Enterprise surpassed $1 billion in annual revenue and had nearly 10,000
employees in its work force. Enterprise's leasing division became known as
Enterprise Fleet Management, serving businesses with small- to mid -sized fleets.
In August 2007, the Taylor family acquired the National Car Rental and Alamo Rent
A Car businesses. Two years later our operating company adopted the name
Enterprise Holdings.
Today, with 75,000 employees, 1.85 million vehicles, and annual revenue of $23.9
billion, Enterprise Fleet Management and Enterprise Holdings combine to form one
of the largest transportation service providers in the world.
Using the expertise that comes from managing such a large worldwide fleet,
Enterprise Fleet Management has grown into one of the largest fleet management
companies in the nation. We specialize in partnering with companies to develop
customized fleet programs which are proven to drive down costs and streamline the
processes.
Founding Values
Our founding values are a simple yet powerful set of beliefs that drives us and are
how we hold ourselves accountable every day. Over the years we have formalized
the values into a set of guiding principles that every employee can understand and
embrace:
Our brands are the most valuable things we own.
Personal honesty and integrity are the foundation of our success.
Customer service is our way of life.
Our company is a fun and friendly place, where teamwork rules.
We work hard... and we reward hard work.
Great things happen when we listen... to our customers and to each other.
We strengthen our communities, one neighborhood at a time.
Our doors are open.
Business Philosophy
Our goal is to create lifelong relationships with all our Enterprise customers and to
exceed expectations through superior customer service. Our founding values are one
of the many ways in which we remind ourselves to put our customers' needs first.
The result has been millions of satisfied Enterprise customers, thousands of
successful employees, and a company that continues to grow.
11 '
What are yourcompany's expectations in the
Our goal as a fleet management company is to work with our clients to develop a
event of an award? >.
tongderm, sustainable fleet program that will lower their total cost of ownership. We
accomplish this through ourlocalized, hands-on approach to account management,
`.
industry -leading products and services, technology, and 65 years of experience
managing vehicles. As the .awarded vendor, Enterprise Fleet Management will. work '.
directly with. your member agencies to proactively create, implement and manage a. '
cost-effective total .transportation solution.
It would be Enterprise's expectation that Sourcewell and its employees work in
conjunction with Enterprise's local teams to identify optimal strategies on ways to
'
best serve the members.
12
Demonstrate your financial strength and
Ranked on the Forbes America's Largest Private Companies list, Enterprise Fleet
stability with meaningful data. This could
Management, together with our affiliate Enterprise Holdings, is unparalleled in size,
include such items as financial statements,
strength and stability. As a privately held company, it is not our practice to publicly
SEC filings, credit and bond ratings, letters
distribute consolidated financial information. However, our conservative and
of credit, and detailed reference letters.
disciplined long-term approach to managing our business has earned us, by far, the
Upload supporting documents (as applicable)
strongest balance sheet in our industry.
in the document upload section of your
response.
Standard and Poor's Rating Services recently upgraded Enterprise Fleet
Management Inc.'s corporate credit rating to BBB+ from BBB. This reflects the
financial strength of our company and our long-term approach to our business.
13 `
What is your US market share for the
Recently,Enterprise Fleet Management was ranked the largest fleet management
solutions that you are proposing?
provider -inthe United State, according to Automotive Fleet's 2021 Fact Book. We
'<
have :been operating in .the industry for decades. This stability has enabled us to
pursue consistently: conservative growth and residual value targets, while limiting
operational and: credit. risk. Enterprise's positive outlook reflects our expectations that
the company will maintain its industry -leading position in the automotive fleet leasing
<:
industry.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
14
What is your Canadian market share for the
Currently, Enterprise manages 5,000 leased units, 10,000 non -leased units and over
solutions that you are proposing?
80,000 rentals across Canada. Enterprise has about 1 percent of the fleet
management and leasing market and over 50 percent of the rental market.
Enterprise Fleet Management is currently growing at 18.6 percent annually in
Canada and over 200 percent in Western Canada.
15
Has your business ever petitioned for -
No,
bankruptcy protection? If so, explain in detail.
16
How is your organization best described: is
Service provider
it a manufacturer, a distributor/dealedreseller,
or a service provider? Answer whichever
question (either a) or b) just below) best
applies to your organization.
a) If your company is best described as
a distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
_
independent or company owned?
b) If your company is best described as
a manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services
proposed in this RFP. Are these individuals
your employees, or the employees of a third
Party?
17
If applicable, provide a detailed explanation
o. Alberta Corporate License number: 2116040300
outlining the licenses and certifications that
o Saskatchewan Corporate License: number: 101184133
are both required to be held, and actually.:
o Manitoba Corporate License number:. 6262881
held, by your. organization (including third
o GST- number: 82540'4205 RT0001:
parties and subcontractors that you use) in
o Saskatchewan's PST number:-2476059
'.
pursuit of the business contemplated by this
o -Manitoba PST number:' 82540 4205 MC0001
RFR
18
Provide all "Suspension or Debarment'
N/A
information that has applied to your
organization during the past ten years.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB4EF8-87D2-53507DDA9723
Table 3: Industry Recognition & Marketplace Success
Line
Question <.
Response`
item
19
Describe any relevant industry awards or
Enterprise Fleet Management has a distinguished history of receiving awards and
recognition that your company has received
accolades. A selection of major honors received in recent years is included below
in the past five years
and can also be found on our website.
Blue Seal of Excellence from the National Institute for Automotive Service
Excellence (ASE) (1997-2020 — 24 years straight)
Silver Stevie Award, Innovation in Sales from the Stevie Awards for Sales &
Customer Service (2020)
Silver Stevie Award, Best Use of Technology in Sales from the Stevie Awards for
Sales & Customer Service (2020)
Bronze Stevie Award, Innovation in Customer Service from the Stevie Awards for
Sales & Customer Service (2020)
Bronze Stevie Award, Best Use of Technology in Customer Service from the Stevie
Awards for Sales & Customer Service (2020)
20
What: percentage: of your salesare to the :
Enterprise Fleet Management is a., privately owned family. tun business and does
governmental sector in the past three years
not release specific performance numbers to the public.. Owned by the Taylor family
of.StLouis since 1957, Enterprise Fleet Management operatesaSnetwork of more
-.
than 50 fully staffed offices, which :manages a fleet of mom than 710,00 vehicles in
`..
the U.S and Canada. Enterprise Fleet Management provides services to hundreds
of public and private schools, colleges, universities, cities, counties, and other
government entities nationwide to manage tens of thousands ofgovernment
vehicles. There have been no clients that have terminated a contract for non-
performance.
21
What percentage of your sales are to the
Enterprise Fleet Management is a privately owned family run business and does
education sector in the past three years
not release specific performance numbers to the public. Owned by the Taylor family
of St Louis since 1957, Enterprise Fleet Management operates a network of more
than 50 fully staffed offices, which manages a fleet of more than 710,00 vehicles in
the U.S and Canada. Enterprise Fleet Management provides services to hundreds
of public and private schools, colleges, universities, cities, counties, and other
government entities nationwide to manage tens of thousands of government
vehicles. There have been no clients that have terminated a contract for non-
performance.
22
List: any state, .provincial, or cooperative
Enterprise FleetManagement partners with Sourcewell, TIPS, and E&I for
'.
purchasing contracts that: you. hold. What is
cooperative purchasing, As a privately held company we do not release specific
the: annual sales volume for each of these -1
performance numbers to the public. Enterprise Fleet Management provides
contracts over the past three years? -
services through the use of purchasing co-ops to all public and private schools,
colleges, universities, cities, counties, and other government entitles.
23
List any GSA contracts or Standing Offers
Enterprise Fleet Management, Inc. does not hold any contracts directly with the GSA.
and Supply Arrangements (SOSA) that you
hold. What is the annual sales volume for
each of these contracts over the past three
years?
Table 4: References/Testimonials
Line Item 24. Supply reference information from three customers who are eligible to be Sourcewell participating entities.
Entity
Name":
Contact Name' ' :Phone
Number*
Kenosha Unified School District
Dan Aiello, Grounds and Vehicle Repair
(262) 359-7541
City of: Ruston -
Michelle Colvin, Purchasing Agent
(318) 251-8631
Kings Mosquito Abatement District
Michael Cavanagh, General Manager
(559) 584-3326
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 5: Top Five Government or Education Customers
Line Item 25. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity
type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three
years.
Entity Name
Entity Typa*
State /
Scope of Work °
Size of Transactions `
Dollar Volume Past Three
province *
years
Village Center
Education
Florida -FL
Fleet Management Services for
213 vehicles delivered
$11903,139
Community
101 vehicles.
Development
District
City of
Government
Georgia - GA
Fleet Management Services for
117'vehicles delivered
$2,8711939-
Roswell,
=
280 vehicles including Accident
Georgia
c
Management::
City of
Government
Maryland - MD
Fleet Management Services for
74 vehicles delivered
$27334,939
Rockville
189 vehicles
City of Murdeta
Government
California - CA -
Fleet Management Services for
73 vehicles delivered '
$2,698,024
44 vehicles Including full
'.
maintenance and maintenance
?
management
City of Newton
Government
Maine - ME
Fleet Management Services for
61 vehicles delivered
$1 350,606
68 vehicles
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable.
Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number
of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third
party), and any overlap between the sales and service functions.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
26 Sales force. Enterprise Fleet Management has experienced leadership at both the corporate and
local level. This allows our regional group offices to make decisions at the local level
to meet their customers' needs, while providing overall support, infrastructure and
centralized services from our corporate teams.
Each of our more than 50 Enterprise Fleet Management offices are staffed with
more than 500 sales professionals to handle all areas of our customers' fleet
programs, including sales. Key positions within the local teams include:
Fleet Management Director
• The director of the local leadership team who can assist in resolving escalated
customer service needs regarding the Sourcewell's fleet management services.
Fleet Strategy Manager
• Works with Client Strategy Manager to maximize resalefdisposal of fleet vehicles
• Works with wholesalers nationwide to sell vehicles in an average of 23 days
Finance Manager
• A member of the local leadership team who can assist in resolving escalated
customer service needs regarding the financing of Sourcewell's fleet.
Account Executive
• Designs, reviews and implements fleet management programs
• Supports the Client Strategy Manager in handling Sourcewell's ongoing fleet needs
Area Sales Manager
• Provides a managerial oversight to the Account Executive and Client Strategy
Manager and can provide additional support to Sourcewell as needed
Client Strategy Manager
• Implements fleet management programs specifically designed for Sourcewell
• Reviews Sourcewell's Fleet Profile on a regular basis
• Proactively forecasts vehicle replacement needs
• Secondary point of contact for fleet related matters
Account Fleet Coordinator
• Primary contact for Sourcewell's fleet needs
• Administers all day -today fleet -related matters
• Works with Client Strategy Manager to provide turnkey fleet management
• Works directly with Sourcewell's employees on fleet issues
27 Dealer network or other distribution As the largest purchaser of vehicles inNorthAmerica, Enterprise has the ability to
methods. acquirevehicles from nearly any. manufacturer. We can also offer both new and used
vehicles from existing inventory,
( Vehicle Delivery
Enterprise Fleet Management has 17,000 dealers in our database through which we
f can arrange vehicle delivery. Unless defined otherwise, we start our search for
courtesy delivery (CD) dealers with fees under $150 and within 35 miles of the
`. driver. We shop for the best deal for all parties and always look for volume discount
opportunities. When applicablewe use thesame dealers continuously to ensure they..
understand. Enterprise and our customers' expectations. We.. have detailed instructions
letting the dealer know step-by-step what is needed for a smooth. transaction,
5. including :payment.
This is what we expect from our CD dealers:
• Acceptance of vehicle, including inspection for damage or missing equipment.
• Filing of claims and making arrangements for any necessary repairs.
• Preparation of vehicle for delivery, including performing the post -delivery inspection,
cleaning the vehicle, and installing any equipment.
Timely delivery of vehicle to driver, including providing excellent customer service
and a demonstration of the vehicle.
• Application for Title and Registration with :the state and installation of license plates
or temporary tags.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
28 Service force. Call Center
Enterprise Fleet Management has a call center with a single toll -free number for all
customer support related to vehicle maintenance, roadside assistance, and accident
management. The call center is staffed exclusively by Enterprise Fleet Management
associates.
Our maintenance team's hours are 6 a.m. to 9 p.m, CST Monday through Friday,
and 7 a.m. to 4 p.m. CST on Saturday. Our roadside team's hours are 6 a.m. to 7
p.m. Monday through Friday, and 7 a.m. to 4 p.m. on Saturday. Outside of these
hours, roadside calls are routed to our partner vendors. Roadside assistance is
available 24 hours a day, seven days a week,
The National Service Department has a staff of approximately 240 people, We have
53 Maintenance Coordinators who handle preventative maintenance, fluid services,
brakes, and tires, along with more than 110 Service Advisors who handle every type
of repair — from an oil change to a transmission failure. In addition, we have
approximately 39 Service Coordinators who set up tows, lockout services, jump
starts, flat tire changes, and other related requests.
Supplier Network
Enterprise encourages the use of our more than 40,000 Preferred Partners to ensure
the highest level of service and greatest value with lower downtimes. In total,
Enterprise has established relationships with nearly 90,000 maintenance and repair
shops nationwide, which includes dealers and National Account partners. National
Account partners include: Firestone, Michelin, Pep Boys, Tire Kingdom, Jiffy tube,
Valvoline Instant Oil Change, Goodyear, Discount Tire, and Grease Monkey.
Our partnerships give our customers access to a vast, nationwide network of vendors
who are ready to perform routine maintenance and repairs outside of the vehicle
29 Describe the: ordering. process: If orders Enteryrise Fleet Management has a: dedicated ordering.. team at: our corporate office
will be tiandled by distributors; dealers or ` in St.'Lous fo place `factory ordersfor each: manufacturer, We have: developed
others, explain the respectiveroles of the ' system tools and a database that allow us to transmit orders from department to
Proposer and others. department electronically. Our ordering team: has access to many of the manufacturer
systems, ordering guides, and assigned' contacts for any ordering, scheduling, and
tracking` questions.
We track orders with the manufacturers throughout the process. Drivers can also
check their vehicle status through our websiteor through. the Enterprise mobile app,
Once the vehicles arrive, your Account Fleet Coordinator will work with each driver to.
coordinate the most convenient method of pickup or delivery: for the driver team.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSlgn Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
30
Describe in detail the process and
Service Quality index (SQi) is an industry leading metric that is core to Enterprise
procedure of your customer service
values.
program, if applicable. Include your
response -time capabilities and
Enterprise uses a Service Quality index (SQi) to measure customer satisfaction for
commitments, as well as any incentives
each of our brands. ESQ! enables Enterprise to link our employees' career and
that help your providers meet your stated
financial aspirations to consistent and superior service levels with every customer,
service goals or promises.
ESQi is one of the many ways in which we remind ourselves to put our customers'
needs first. We also use our customer satisfaction data to monitor changing industry
trends, needed enhancements, and local service issues to continually improve and
distinguish our service from the competition. The result has been millions of satisfied
Enterprise customers, thousands of successful employees, and a company that
continues to grow.
Customer Service Philosophy
Our goal is to create lifelong relationships with all our Enterprise customers and to
exceed expectations through superior customer service. Our founding values are one
of the many ways in which we remind ourselves to put our customers' needs first.
The result has been millions of satisfied Enterprise customers, thousands of
successful employees, and a company that continues to grow.
Founding Values
Our founding values are a simple yet powerful set of beliefs that drives us and are
how we hold ourselves accountable every day. Over the years we have formalized the
values into a set of guiding principles that every employee can understand and
embrace:
• Our brands are the most valuable things we own.
• Personal honesty and integrity are the foundation of our success.
• Customer service is our way of life.
• Our company is a fun and friendly place, where teamwork rules.
• We work hard...and we reward hard work.
• Great things happen when we listen... to our customers and to each other.
• We strengthen our communities, one neighborhood at a time.
• Our doors are open.
31
Describe yourabilityand willingness to ,:
EnterpriseFleet Management has 50 offices across North America staffed by more
provide your products and services to '
than.500 sales professionals. These sales professionals facilitate thousands of
Sourcewell participating entitiesin the ":
meetings .each year where they .are demonstrating how, Enterprise Fleet
United States.
Management's programs help government organizations. As part of these `.
demonstrations it has. become :engrained in each salesperson to. position our
Sourcewell .contract as .the best way to implement our fleet strategies. They are
trained to " recommend cooperative; purchasing contracts during thesales. process as
'<
a means of improving the customer experience by reducing unnecessary friction.
32
Describe your ability and willingness to
Enterprise Fleet Management is able to provide our full range of services to
provide your products and services to
Sourcewell member agencies in Canada. We currently operate three teams in
Sourcewell participating entities in Canada.
Canada.
33
Identify any geographic areasof the United <
Enterprise has a unique: geographical footprint with more than 50 fleet' management '.
Statesor Canada that you will NOT be ".
offices and more than 4,000 rental locations that will work with members in most
fully serving through the .proposed contract.':-
geographic: areas in North America to .provide services orfind a solution That fits the
needs of the member.
34
Identify any Sourcewell participating entity
Enterprise Fleet Management operates a network of more than 50 fully staffed
sectors (i.e., government, education, not -for-
offices, which manages a fleet of more than 710,00 vehicles in the U.S and Canada.
profit) that you will NOT be fully serving
Enterprise Fleet Management provides services to nearly 2,000 public and private
through the proposed contract. Explain in
schools, colleges, universities, cities, counties, and other government entities
detail. For example, does your company
nationwide.
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
35 `
Define. any specific contract requirements
Enterprise Fleet Management currently has lease vehicles in Hawaii, Alaska, and
or restrictions. that would apply to our
Puerto Rico and operate in accordance with local laws and statutes, All vehicles in
participating entities in Hawaii and Alaska'..
Puerto Rico would have dealer stock pricing.
and in US Territories.
-
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 7: Marketing Plan
Line
Question
Response"
Item
36
Describe your marketing strategy for
Enterprise will work with Sourcewell to develop a customized marketing strategy that
promoting this contract opportunity.
leverages our existing sales teams throughout North America. Because of our company's
Upload representative samples of your
size and infrastructure, we can also scale up to meet higher demand at a moment's
marketing materials (if applicable) in
notice. Some of the marketing methods will include:
the document upload section of your
• A marketing banner on the Sourcewell website announcing the partnership and details
response.
• Targeting the largest members first to maximize the impact
• Local sales teams will meet regularly with current and potential members
• Direct -mail campaign with customized fliers featuring program information
37
Describe your use of technology and
Enterprise Fleet Management uses our customer website (efleets.com) to provide company
digital data (e.g., social media,
informations and receive online inquiries. in the past, Enterprise Fleet Management has
metadata'usage) to enhance :
Invested in and participated in re4argeting advertising; however, this is a: rare occurrence.:
marketing effectiveness. :'
Enterprise' prefers to partner with trusted industry leaders to advertise and communicate to
our niche' demographic.
Enterprise Fleet Management uses Linkedln for recruiting purposes and does not presently
leverage social media at a corporates level, We use Salesforce,com and: the Pardot email.
platform to communicate with customers and prospects that have opted into receive
communications.
38
In your view, what is Sourcewell's role
Enterprise Fleet Management has 50 fully staffed offices that are trained to recommend
in promoting contracts arising out of
cooperative purchasing contracts during the sales process, we provide in depth training on
this RFP? How will you integrate a
how these contracts work and the benefits on utilizing them over other diligence options.
Sourcewell-awarded contract into your
Our expectation for Sourcewell would be to promote and send any leads to our
sales process?
management team and help answer specific questions from the governmental entity
regarding utilizing the contract.
39
Are your products or services...
Our ordering and ;procurement process is customized for each individual 'member based -
available through an e-procurement
on their needs. Our dedicated: account teams will meet with each individual,' member to
ordering process? if so, describe your
determine what productsand services areneeded to create a menu price of vehicles that
e-procurement system and how
the member: can utilize for ordering.. After the selections are made, the member will
governmental and educational:
receive a quote for each vehicle to be approved by the authorized signer.
".
customers have used it.
Table 8: Value -Added Attributes
Line
Item
question
Response'
40
Describe any product, equipment,
Your account team will manage, provide and host all driver training and implementation
maintenance, or operator training
services, including webinars, conference calls, printed materials, online videos, etc. We can
programs that you offer to
provide a wide range of resources and efficient ways to implement these programs to
Sourcewell participating entities.
ensure a great foundation for a long-term partnership. This local team will take complete
Include details, such as whether
ownership of these processes and take on all aspects of managing the transition and
training is standard or optional,
training. We will review all of the options with you and set out a clear plan to meet your
who provides training, and any
needs and make this process as easy as possible for your company.
costs that apply.
This will be customized to Sourcewell and your drivers' unique needs, and there are no
additional costs for implementation and transition services, as this is standard and included
in our service offering.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
41 '
Describe any technological G
Enterprise Fleet Management uses a combination of online tools, technologies, and
advances that .your proposed-
automatedprocesses to give our customers complete oversight of their fleets, lower overall
products or services offer,
costs, and: provide convenience for drivers and administrators. These resources complement
`..
our local account management teams and allow us to supplement local support with self-
service capabilities._ Our IT teams are continually updating and enhancing our systems and
`.
technologies to provide new features and tools that our customers ask for.
Customer Website -Complete oversight on entire fleet and individual vehicles
• Customizable dashboards show graphs, data, and analysis that is most important to you
•.Reporting covering entire fleet, with drilkdown capability to individual vehicles
• Custom, automatic alerts for maintenance, billing, registrations, renewals, recalls, etc.
• Life -to -date maintenance data and complete vehicle history for each vehicle
Annual Client Review —Identify and lower costs
• Web -based solution for year -over -year fleet analysis led by local Enterprise team
• :Analyze. all fleet costs including maintenance, fuel, insurance, depreciation, etc.
• Document .goals to develop the best possible fleet cycling plan and lower costs
Fleet Planning Toolkit — The right vehicles at the right cost
•. Vehicle selector allows Enterprise to compare up to six vehicles side -by -side
• Integrate all costs for a total cost analysis
• Determine the best time to replace your vehicles
Auto Integrate -Minimize downtime
• Web -based repair and maintenance authorization platform to reduce downtime
• Integration with most national account partners for faster approvals
• Partnered with more than 35,000 maintenance and repair shops to eliminate billing issues
• Real-time maintenance updates
• Access to more than 100 ASE-certified technicians employed by Enterprise
Mobile App - Convenience for drivers
• Fuel station and maintenance shop locator
•Click -to -call (roadside assistance
• Accident reporting (including photos)
• Receive alerts
•'Enter and track mileage
•. View order status of purchased vehicles
• View maintenance cards
• Check -in and check-out for vehicles with multiple drivers
• Edit incorrect mileage entries
42
Describe any "green' initiatives
Enterprise Fleet Management not only takes a sustainable approach to its business, but it
that relate to your company or to
aligns with the sustainable goals of its partner companies, agencies, and organizations.
your products or services, and
Some of these combined efforts are as follows:
include a list of the certifying
agency for each.
Vehicle Cycling/Fleet Optimization
Managing vehicle emissions can represent a key component of customers' environmental
commitment andcorporate social responsibility efforts, but companies can only manage what
they can measure. It is the fundamental principle of fleet optimization — getting all the data
needed to make smart decisions about vehicle cycling.
In addition to the traditional vehicle emission consisting of acquisition cost, maintenance
expenses and residual value, our team provides additional data points.
Enterprise Fleet Management can help add a comprehensive environmental dimension
tovehicle-cycling decisions, which includes fleet emissions, fuel efficiency, and direct and
indirect remediation costs.
Carbon Reporting and Offsets
Commercial operations may have limited options for reducing the environmental impact of
their fleet. Enterprise Fleet Management can simplify the benchmarking process and offer a
tailored, accurate report on vehicle emissions. This data can then be used to influence fleet
management choices, such as vehicle selection and replacement, or the decision to
participate in a carbon offset program.
Verified carbon offsets can provide an appealing option for fleet operators who would
otherwise have few practical ways to reduce the impact of their vehicle emissions. In
essence, these offsets are contracts to invest in projects and technologies that remove
carbon dioxide from the atmosphere. Enterprise Fleet Management can help you purchase
these offsets through a trusted third -party partner, TerraPass.
TerraPass invests in alternative -energy projects to remove harmful greenhouse gases from
the atmosphere. Enterprise Fleet Management — through the Enterprise Holdings
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Foundation,
our
philanthropic arm
— will
also
match a portion of each customer's
greenhouse
gas
offset purchase.
Energy and Facilities Management
Enterprise Fleet Management's corporate office in St. Louis received LEED Gold
Certificationfrom the U.S. Green Building Council's green building rating program — the
second -highest LEED certification available,
building was certified, in part, for:
being built on previously developed land to reduce the impact on virgin ground.
installing low -flow fixtures that reduce the building's water use by 46 percent.
using LED lighting fixtures that reduce the electricity used for lighting by 56 percent.
recycling and repurposing 92 percent of construction waste, which reduces the amount of
aterial sent to landfills,
Social Responsibility Policy
med by the Taylor family of St. Louis, Enterprise Fleet Management is an affiliate of
erprise Holdings, the largest car rental company in the world. From our executive suite
our branch locations, we know that healthy and prosperous communities are the lifeblood
our business. That is why Enterprise Holdings and Enterprise Fleet Management are
nmitled to promoting long-term community growth and prosperity — through our economic
pact and employment, local foundation grants, global philanthropic initiatives, corporate
stainability, and, of course, sustainable transportation options.
believe that strong business growth is built on putting the needs of customers, the
with of employees, and the health of local communities first. Through our global
Borate Social Responsibility (CSR) efforts, we are investing in making our business and
world a better place through initiatives that:
• promote the viability of mobility and alternative fuels.
• increase access to fuel -efficient vehicles.
• improve the resource efficiency of our operations.
• minimize waste throughout the lifecycle of our vehicles.
• minimize the impact of vehicle leasing and rental by offering carbon offsets that support
renewable energy projects.
• support causes that improve the quality of life in local communities.
• enhance relief efforts in the wake of natural disasters.
In addition to these efforts, a robust set of policies and a CSR Governance Council guide
our approach to sustainable business management. The most important of these policies
and programs are summarized below:
• Carbon Offsets
• Duty of Care
• Supplier Code of Conduct
• Human Rights
• Safety Recalls
• Workplace Ethics
• Employment and Equal Opportunity
• Founding Values
• Privacy and Safe Harbor
• Subsidiaries and Franchisees
Sustainable Maintenance Programs
n it comes to sustainable transportation, our approach is quite simple —little things
make a big difference, As a result, corporate sustainability is an ongoing pursuit to
k our impact.
example, we recycle, repurpose and reduce materials wherever possible. Our thorough
Ge maintenance program also helps lower costs, divert waste from landfills and reduce
nce on non -recycled materials.
commitment to sustainability is based on both a comprehensive understanding of critical
Is as well as the long-term picture of success. Reducing our environmental impact is
ately about making responsible choices and following sustainable business practices:
Managing Materials Responsibly
Recycling Windshields
Prioritizing Fuel Efficiency
Renewing License Plates
Using Water -Based Paints
Re -Refining Oil and Recycling Filters
Repurposing Tires
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
43
Identify any third -party issued 'eco-
N/A
labels, ratings. or certifications that
yourcompany has received: for
the :equipment or products
included in your Proposal related
to :energy efficiency or
conservation, life•cycle design.
(cradle-to-cradle),I. or other
green/sustainability factors.
44
Describe any Women or Minority
While Enterprise Fleet Management does not qualify as a minority- or woman -owned
Business Entity (WMBE), Small
business, our company has a Supplier Diversity program which is a strategic initiative to
Business Entity (SBE), or veteran
grow our business by utilizing such businesses. Purchasing goods and services from
owned business certifications that
businesses that are classified as small, minority -owned, woman -owned and other nationally
your company or hub partners
or federally recognized designations solidifies Enterprise as a responsible corporation and a
have obtained. Upload
driver of economic growth.
documentation of certification (as
applicable) in the document
Good Faith Plan
upload section of your response.
Our commitment to the principles of equal employment opportunity (EEO) and affirmative
action (AA) is communicated in our employee handbook, posted in all branch offices
companywide, and integrated in our mandatory companywide diversity training.
Small Business Enterprise (SBE) & Minority and Women Business Enterprise (MWBE)
• Identify opportunities for SBE/MWBE certified vendors to provide goods and services.
• Send letters to interested SBE/MWBE vendors encouraging them to contact us with
proposals in regard to providing goods and services and keep a log of all letters, contacts,
responses, and nomesponses.
• Encourage other vendors who may be eligible to apply for certification and assist each
SBE/MWBE contacted that needs assistance in obtaining bonding, lines of credit, or
insurance as required
• Negotiate in good faith with interested SBE/MWBE Certified Vendors
• Join and support local and national minority, women, and small business organizations.
• Advertise in local and national DBE -focused publications for vendors that can provide
needed goods and services.
• Encourage drivers to utilize DBE & MWWBE vendors for maintenance and repair based on
each company's needs.
• in addition, Enterprise and National are also members of numerous local programs
including NMSDC affiliates, ethnic chambers, NAWBO chapters, WBENC regional chapters,
Urban Leagues, etc.
45
What unique attributes does your '`
At Enterprise Fleet Management, we believe the following are differentiating factors that
company, your products, or. your
distinguish us from the competition:
services offer to Sourcewell
participating entities? What makes
• Fleet Expertise/Experience: Because we own and operate 1.85 million units worldwide,
your: proposed solutions unique in -:
together with. affiliate. Enterprise Holdings, we are keenly aware of industry trends, recalls,
your industry as it applies to 'vehicle
values, new model enhancements,. regulatory issues, manufacturer updates, and more.
Sourcewell: participating entities?
• Sales force& Infrastructure: Our local account team presence —: more than 50 fleet
locations nationwide .and over 500 fleet professionals locally along with our manufacturer
relationships. differentiate us .from the :competition. Enterprise has local offices around the
country with teams who can meet face-to-face and serve our customers.
• Total Cost of Ownership Approach: Through managing our own fleet of vehicles, we are
experts at: analyzing each cost bucket to ensure that we are operating at the lowest cost of
ownership we bring this forth to our clients as well
.and
•'Logistics: We are constantly picking up, delivering, and moving our own fleet units, which.
gives us an inherent understanding and ability to navigate these situations quickly and
efficiently for our fleet customers.
• Vehicle Resale: :Our. more than 700 experienced remarketing professionals are what make
the Enterprise service so. effective. We invest more in this area of business than any ofour.
competitors, and we have awide network of remarketing offices across the nation. We use
our knowledge and experience to remarket vehicles through the. appropriate channels to
maximize the sales price.
• Physical Damage Claims and Subrogation: As a company, we are self -insured and have
in-house teams that handle subrogation and claims services. Because this affects our
bottom line, we haveunmatched experience, resources and employees managing .this area,
and this greatly sets us apart from our competitors.
Table 9A: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure,
and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document
upload section of your response in addition to responding to the questions below.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-53507DDA9723
Cane
question
Response`
Rom
46
Do your warranties cover all products, parts, and
Warranties vary by manufacturer, vehicle type, make and model, etc.
labor?
47
Do your warranties impose usage restrictions or
Warranty details — including any mileage limits or other` restrictions — vary. r
other limitations that adversely affect coverage?
by manufacturer, vehicle type, make and model, etc. We will advise and
advocate on behalf of our customers when needed as well, Because we
maintain strong. relationships with vehicle manufacturers andour dealer
partners, we can often work directly with them to help recuperate warranty
costs for our customers on a'case-by-case basis. .
48
Do your warranties cover the expense of
Most standard vehicle warranties do not cover these expenses.
technicians' travel time and mileage to perform
warranty repairs?
49 <
Are there any geographic regions of the United
This will depend: on the manufacturer's dealer network.
States or Canada (as applicable) for which you.
cannot provide a certified technician to perform
When needed, Enterprise's National Service Department will work with the
warranty repairs? How will Sourcewell
drivers to find an approved shop for warranty servicesthat is close to their "
participating entities in these regions be provided
location: Because of the vast network of dealers that our company utilizes,
service for warranty repair?'-
we are able toeasily manage these: situations for our customers.
50
Will you cover warranty service for items made by
All warranty coverages are provided by the applicable manufacturer.
other manufacturers that are part of your proposal,
or are these warranties issues typically passed on
to the original equipment manufacturer?
51
What are your proposed exchange and return
In most cases,.. Enterprise will acquire vehicles that are new from the factory;
programs and policies?
and underthe manufacturer warranty, We will also proactively plan with each
member to ensure they; are ordering the specific vehicles that are needed;.
including' make/model, available. options, any additional equipment or up -
fitting required, etc.
Your Client Strategy Manager will perform a cost analysis to make sure we.
=
are ordering and, cycling vehicles at the proper time. We will also doaside-
by4de vehicle. comparison to verify that Sourcewell is using the most cost- ,.
s.
efficient vehicles for; your needs, We will work with Sourcewell to make sure
drivers are getting the: correct vehicle' for their application, and within the
boundaries set. by Sourcewell,
52
Describe any service contract options for the
Enterprise Fleet Management's goal is to provide Sourcewell with the most
items included in your proposal.
comprehensive service possible. To do this, we offer several additional
options for convenience and maximum efficiency:
Fuel Card
We partner with WEX for fuel card services. The WEX fuel card
management program offers three main benefits:
Convenience: Card accepted at more than 180,000 U.S. locations
Security: Cards with driver identification issued to the driver assigned
to the vehicle
Control: Card program offers various controls to help manage your
fleet's fueling expenses
WEX offers product -type control, merchant control, real-time alerts, and
flexible exception reporting as powerful tools to monitor abuse. Exceptions
include total dollars spent, total gallons filled, days of the week, time, type of
fuel, etc. In addition to the exception report sent monthly, WEX also offers
flexible exception reporting, which reports exceptions via email on a daily,
weekly, or monthly basis.
Your account management team will work with you to establish exceptions
that can be viewed on a monthly report. In addition, the WEX Fraud
Department performs three primary functions in an effort to identify and
mitigate fraud on our fleet customers' accounts:
Review transaction activity
Identify potentially abusive or fraudulent behavior
Notify customers when such behavior occurs
GPS
Our fleet vehicles can be equipped with a Geotab telematics device. This
functions as a GPS tracking device, with additional options such as driver
safety, odometer capture, accelerometer, and engine diagnostics. Geotab's
unique technology provides added value to your fleet and your business by
addressing the following needs:
Safety: Breakthrough accident detection, safer driving behavior, in -
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EFB-87D2-53507DDA9723
le driver coaching
at Reduction: Lowered worker's compensation claims, lowered bent
costs
Productivity: Real-time and archived GPS vehicle tracking, route
ization, fuel consumption monitoring
Engine Health: Engine diagnostics, improved preventative maintenance,
improved vehicle health
Compliance: Accurate HOS and/or IFTA reporting
se's customer data shows that Geotab has reduced miles traveled
costs, increased fleet productivity, improved workforce utilization,
d service response times and reduced downtime related to
once issues. We have also seen an improvement in driver safety
the accelerometer component of our solution.
Full Maintenance
Enterprise's Full Maintenance program covers lessees nationwide and is
available for most makes and models in your fleet. The program is
completely managed by Enterprise and will not require any internal approval
of repairs or review of monthly invoices. Cost is based on vehicle type and
driving pattern.
• Monthly cost is fixed for the term of the vehicle
• Coverage is available up to 100,000 miles
• Covers all routine services recommended by the manufacturer
• Covers all unexpected repairs (not related to damage or neglect)
• 24/7 roadside assistance and towing is included
• Brakes, tires, and loaner vehicles can be included
• Windshield repair, fueling service, and other miscellaneous items are
available
• Sourcewell can set up and send automatic service reminders through
Enterprise's website
Maintenance Management
Wih Enterprise's Maintenance Management program, authorization and
maintenance / repair limits are similar to our Full Maintenance program.
Enterprise manages the process and contacts the client when additional
approval is needed. Through this program, repairs are charged as needed
and passed directly through to Sourcewell for a flat monthly fee,
Enterprise leverages our agreements and relationships with vendors to
ensure both labor and pads are charged ai a fair market value.
Table 9B: Performance Standards or Guarantees
Describe in detail
your performance standards or
guarantees, including conditions and requirements to
qualify, claims procedure, and
overall structure.
You may upload representative
samples of your performance materials (if applicable)
in the document upload section
of your response
in addition to responding to the
questions below.
Line
Item
Question
Response'"
53
Describe any performance standards or
Providing completely satisfied service to Sourcewell is important to us. As a result,
guarantees that apply to your services
we plan to collect ESQ! feedback from Sourcewell drivers and employees twice a
year, and annually from management. This feedback will allow us to highlight areas
of improvement and areas of success.
54
Describe any service standards or '<
Our performance as Sourcewell's fleet_ management partner is measured by success
guarantees that apply to your services
in three core areas,: customer satisfaction, .customer retention and fleet. growth. We
(policies, metrics,KPls, etc.)
strive to reduce our customers' .total cost of .ownership in :several
categories, Including maintenance costs, fuel spend, acquisition costs and: resale
+,
gain. Some of the ways in which we accomplish this include:
• Active management of vehicle 1'rfecycle to minimize fuel and maintenance spend
• Annual fuel and maintenance. spend benchmarking to decrease total cost of
ownership s..
• Comparison of vehicle makes .and models to provide better total cost of ownership:
• Increased equity gain at disposal through proactive fleet. planning and forecasting
• Continuing review of resale :market to identify best disposal method andholding
period
• Comparison of Enterprise resale: performanceagainst industry standards
• Management of Sourcewell incentive programs to reduce acquisition costs
• Review of vehicle application to "dght-slze". makes and models that are best suited
:-
for Sourcewell needs
•Review driver and administrator feedback to maximize driver satisfaction
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB4EF8-87D2-53507DDA9723
Table 10: Payment Terms and Financing Options
'Line
Item
question
Response
55
Describe your payment terms and accepted payment
Payment Terns
methods.
Payment terms are Net 30.
Payment
Enterprise offers several payment options to our clients:
'..
• Direct debit — payments are withdrawn on the 20th of each month
• One-time ACH — can be completed via phone or email
• Check — can be mailed or overnighted to Enterprise
• Wire/ACH push — can be set up through Enterprise's bank
56 `.
Describe; any leasingor financing options available for use
Your local Enterprise team will work with you to customize the lease
by educational or governmental entities..
terms and:: provide you with: the most cost-effective leases that meet
your specific needs.
Enterprise offers four types of funding solutions. They are an Open-
Ended Equity Lease, Closed -End 'Lease, Prepaid, Lease, and
'
Finance.
• Open -Ended Equity Lease: flexible option: that allows the lessee to
turn in thevehicle before the lease term with no .early termination
penalties; the company/agency: can get out of the lease: at any time;..
thereis always a'payoff amount. If the value of the: vehicle is
greater than the payoff, that money or equity can be put toward
another lease.: Ifthe value of the vehicle is less than the payoff,
Enterprise wilt bill the company/agency the difference.:'.
•: Closed -End Lease: allows for .alower monthly payment based on:
-
vehicle usage geared towardsindividuals that drive minimal miles.
• Prepaid Lease: allows the lessee to take advantage of discounted
interest rates by paying all rent up front.
• Traditional Purchase Finance: allows Sourcewell to take ownership
of the vehicle'. atthe end: of the financed/lease term without: paying.
the reduced book value.
Open -Ended Lease
Agencies commonly find it difficult — sometimes impossible — to
fund a healthy:. vehicle lifecycle, Many of these organizations turn to
a bridge funding mechanism to facilitate their necessary vehicle
'
replacements.' Enterprise Fleet Management . features an Open -Ended
Lease product to help bridge:. any funding gaps. Our: Open -Ended
Lease is characterized by:
Improved cash flow
No mileage restrictions orwear-and-tear charges
iFlexible financing options
Customized' terms for use and type of vehicle
Retention of ownership' rights
In programs, a vehicle would be purchased outright from the
capital budget and kept in -fleet ' until a specified time when it was
sold. However, to increase flexibility, our Open -Ended' Lease allows -,
for funding of only: the time the vehicle is used. This approach
allows' companies; to pay the minimum value for the use of the
vehicle on a monthly basis, improving cash: flow,
The mechanics of this lease; Involve financing the difference between
the vehicle's purchase price and a conservative Reduced Book
Valuer: (RBV), which is based upon the anticipated market value In
consideration of the vehicle's age and application.
Lease Terns
Enterprise Fleet Management can offer lease terms as short as 12
months and as long as 60 months, or at any six-month: interval in
between, While we do not offer initial lease's terms beyond 60
months, our Open -Ended Leases can be structured with Reduced:'
Book Value at 60 months that can be paid off or extended for an `.
additional 12 or 24 months, or continue month to month:: until the
Reduced Book Value has been completely; paid off.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DOA9723
57
Describe any standard transaction documents that you
We have attached our sample contracts.
propose to use in connection with an awarded contract
-
(order forms, terms and conditions, service level
agreements, etc.). Upload a sample of each (as
applicable) in the document upload section of your
response.
58
Do you accept :the 'P-card: procurement and payment '
We: cannotaccepta-P-card payment at this time.
'process?
If so, is there anyadditional cost to .Sourcewell
participating entities for Using thisprocess?
Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can
be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product
Change Request Form.
Line
Item
Question
%59
Response'
Describe your pricing model (e.g., line4tem discounts or
Inclusive, Upfront Pricing
product -category discounts). Provide detailed pricing data
Calculating fleet expenses to account for both direct and indirect
(including standard or list pricing and the Sourcewell
costs can be difficult. That's why we provide inclusive pricing upfront
discounted price) on all of the items that you want
as well as predictive cost tools. We think you deserve a clear view
Sourcewell to consider as part of your RFP response. If
of all costs moving forward to plan for spending throughout the
applicable, provide a SKU for each item in your proposal.
year — and beyond.
Upload your pricing materials (if applicable) in the
document upload section of your response.
Integrity and Transparency
We don't believe in complicated contracts or hidden fees. Our
Client Strategy Managers will only provide honest, informed
recommendations that benefit your business. You'll also have access
to the same fleet information through our Client Website, ensuring
you see what your Client Strategy Manager sees, and can work
with them to maximize your investment.
Flexible Options
Enterprise Fleet Management offers a variety of fleet leasing and
financing services. We want our clients to be able to choose the
financing plan that works best for their business and operating
needs, whether they need an open-end, close -end, or self -funded
program. We'll adapt to your needs.
We have uploaded our pricing materials as instructed.
60
Quantify the pricing discount represented: by the pricing
Discounts range from 6-25 percent .off the manufacturer's suggested
proposal in this. response. For example, .ifthe pricing in
retail price: (MSRP). For example, :the MSRP for. atypical Ford
your:: response represents: a. percentage, discount from ::
Explorer would be. $36,540. With our: purchasing. power and
'.
MSRP or list, state the.: percentage orpercentage range,
discounts provided to Sourcewell Members, the delivered price
would be $31,232, 15% savings. In some cases .the manufactures
do :offer free options that provide additional discounts, if available. -
'.:
Capitalized cost is the factory invoice, less manufacturer -provided
incentives less any applicable advertising
61
Describe any quantity or volume discounts or rebate
Through a team of incentive analysts at our operations
programs that you offer,
headquarters, partnerships with manufacturers, and relationships with
dealers, we work to get the best incentives available for our
customers. The team tracks a wide range of retail incentives and
enters those in our database, which compares them to the standard
fleet, association, and upfit incentives that may be applicable.
Through our relationships with manufacturers and zone
representatives, we work to obtain and maximize any special or
client -specific incentives available. Manufacturers sometimes provide
us with special incentives that are not available through other
avenues and we use those as needed.
For ancillary programs such as Full Maintenance and Maintenance
Management, additional discounts on parts and labor are passed
through to our customers.
Bid Number: RFP 030122 Vendor Name: Enterprise Fieet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
62
Propose a method of facilitating "sourced" products or
Enterprise will provide a quote for each sourced: product that will -
related services, which may be referred to as "open
include any discounts that Enterprise receives. We do not mark-up.'.
market" items or "nonstandard options". For example, you
any quotes or charge for coordinating supply or installation = this
may supply such Items "at cost" or "at cost plus a
is a part of Enterprise's standard service.
percentage," or you may supply a quote for each such
Enterprise Fleet Management will coordinate the up -fit of any
request.
needed aftermarket equipment. We have established relationships:
with local and national vendors that supply these items and will
deliver the equipment in a work -ready state.
Enterprise will. plan ahead with vendors to have equipment ready for
-
installation once the ordered Vehicles are deliveredto ensure that
,
the vehicles are ready for service as soon as possible. Enterprise.`
will negotiate on behalf of the member to leverage volume
discounts and deliver the lowest possible price on any needed
equipment.
The equipment can be billed up front or capitalized as a part of
the lease structure. In both scenarios,. the member willown the
equipment at the conclusion or termination of the lease..
Enterprise Is able to sell customer -owned units as an additional
benefit if the.. end user. signs. our consignment; agreement. We have.
Included a sample consignment agreement.
63
Identify any element of the total cost of acquisition that is
Costs for registering a vehicle are passed through directly to the
NOT included in the pricing submitted with your response.
end user. All other costs are addressed throughout our provided
This includes all additional charges associated with a
pricing offerings.
purchase that are not directly identified as freight or
shipping charges. For example, list costs for items like pre -
delivery inspection, installation, set up, mandatory training,
or initial inspection. Identify any parties that impose such
costs and their relationship to the Proposer.
64
If freight, delivery, or shipping is an additional cost to the
For a. majority of our deliveries, vehicles will: be sent to the dealer
Sourcewell participating entity, describe In detail the
that is closest to the end user so they can pick. up the unit
complete freight, shipping; and delivery program.
directly. We can also coordinate with thee. dealer or our own
_
employees to deliver the vehicles. Certain' charges' may apply based-
on distance to the driver and other factors:
65
Specifically describe freight, shipping, and delivery terms or
Enterprise has a large network of dealerships throughout these
programs available for Alaska, Hawaii, Canada, or any
regions that can assist with vehicle logistics and delivery. Along with
offshore delivery,
our dealer network, we have a large number of employees within
these regions — either through an Enterprise Fleet Management
office or an affiliate Enterprise Rent-A-Car or National Car Rental
rental location — who are available to assist with vehicle delivery
and pick-up.
66
Describe any unique distribution and/or delivery methods or
Enterprise employs one of the largest teams of drivers in the
options offered in your proposal
industry. This allows us to: quickly and easily manage vehicle
logistics for our fleet customers.
Because we own and operate'1.85 million units worldwide, together
with: affiliate Enterprise Holdings, we are constantly picking up,
delivering, ,and ..moving our own 'fleets units,). which gives us an
'.
inherent understanding' and ability to navigate these situations
quickly and efficiently for our fleet customers.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 11A: Pricing Grid: Acquisition Terms
Provide detailed pricing information in the table below,
Line
ItemI
Type ,., % %ChargedlPercenfage
"I
? ' ,
Details
67
Interest Rate Index Used
3year t-bill
US: 350 basis points over 3 year t-bill
Canadian 3yr Bond
Canada: Canadian 3yr Bond + 300 basis points
68
Basis Points `
US; 350
US:: 350 basis points over year t-bill
Canada: 300
Canada: Canadian 3yr Bond + 300 basis : points
69
Domestic Factory Order Vehicles
US: Manufacturer Published
US: Manufacturer Published Invoice Less Applicable
Invoice Less Applicable
Incentives Less (-) Applicable Advertising plus (+) $60
Incentives Less (-) Applicable
acquisition fee plus (+) courtesy delivery fee (variable
Advertising plus (+) $60
$150-$450 depending on location)
acquisition fee plus (+) courtesy
Canada: Manufacturer Published Invoice Less
delivery fee (variable $150-$450
Applicable Incentives Less (-) Applicable Advertising
depending on location)
plus (+) $275 acquisition fee plus (+) courtesy delivery
Canada: Manufacturer Published
fee (variable $150-$450 depending on location)
Invoice Less Applicable
Incentives Less (-) Applicable
Advertising plus (+) $275
acquisition fee plus (+) courtesy
delivery fee (variable $150-$450
depending on location)
70
Foreign Factory Order Vehicles:: ':
US: Manufacturer Published '
US: Manufacturer Published Invoice Less Applicable
Invoice. Less Applicable
Incentives Less. (-) Applicable Advertising plus (+) $60
-:
Incentives Less (-) Applicable ``
acquisition fee. plus (+) courtesy delivery fee (variable
I:
Advertising plus (+) $60
$1504450. depending on location)
acquisition fee plus. (+) courtesy
Canada: Manufacturer. Published Invoice less
delivery fee (variable $150-$450
Applicable Incentives Less (-).Applicable Advertising
depending on location)
plus (+) $275 :acquisition fee plus (+) :courtesy delivery;
Canada: Manufacturer Published
fee (variable $150-$450 :depending on location)
Invoice. Less: Applicable
Incentives Less (-):Applicable
Advertising. plus (+) $275
acquisition fee :plus (+) courtesy
delivery fee (variable $150-$450
dependingon. location)
71
Domestic Dealer Stock Vehicles
US: Dealer Provided Invoice
US: Dealer Provided Invoice Less (-) Applicable
Less (-) Applicable Incentives
Incentives plus (+) $60 acquisition fee, subject to
plus (+) $60 acquisition fee,
dealer availability
subject to dealer availability
Canada: Base Purchase Price from Dealer Less (-)
Canada: Base Purchase Price
Applicable Manufacturer Incentives Plus (+)Courtesy
from Dealer Less (-) Applicable
Delivery Fees $150-$450 depended on Delivery
Manufacturer Incentives Plus
Location Plus (+) $275 Acquisition fee
(+)Courtesy Delivery Fees $150-
$450 depended on Delivery
Location Plus (+) $275
Acquisition fee
72
Foreign Dealer Stock Vehicles ' ''
US:: Dealer Provided Invoice
US:Dealer Provided Invoice Less (-) Applicable
Less..(-) Applicable Incentives
Incentives plus (+) $60. acquisition fee, subject to
plus (+) $60 acquisition fee,
dealer availability
subject to dealer availability '
Canada:' Base Purchase Price from Dealer Less (-)
Canada: Base Purchase Price '.
Applicable Manufacturer incentives Plus (+)Courtesy
:from
Dealer. Less (-).Applicable-
Delivery Fees $150-$450 depended on Delivery
'.
Manufacturer Incentives Plus
Location Plus (+) $275. Acquisition fee
(+)Courtesy Delivery 'Fees $150-
$450 depended on Delivery
-
Location Plus (+) $275..
Acquisition fee
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 11B: Pricing Grid: Incentives
Provide detailed pricing information in the table below.
Line
Type,
Charged/Percentage
Details
item
73
Federal Tax Incentives
100%
100% of end user eligible incentives are passed to
the member
74
State Tax Incentives
100%
100% of end user eligible incentives are passed to ;
the member
75
Manufacturer Incentives
100%
100% of end user eligible incentives are passed to
the member
Table 11 C: Pricing Grid: Maintenance &Fees
Provide detailed pricing information in the table below.
.Line
item
Type;
Charged/Percentage
Details
76
Fixed Maintenance
Variable (Avg. $60-$90) per
Pricing on average is $60-$90 based on vehicle type
month per vehicle
and anticipated miles and usage driven over term, the
pricing can also be modified to include or exclude
brakes and tires depending on what is the best
interest of the member, Coverage is available up to
100,000 miles, covers all routine maintenance
recommended by the manufacturer and any unplanned
repairs that come up as long as they are not abuse.
77
Occurance Maintenance ;r
$6 per month card fee per
$6'per monthcard fee per vehicle plus cost of
'.
vehicle plus: cost of service and
service and (parts
parts
78
Management Fee
0.10% for Factory Ordered
6.10% for Factory Ordered Vehicles / 0.15% for
Vehicles / 0.15% for Dealer
Dealer Stock Vehicles
Stock Vehicles
79 ,
Service Charge '..
US $400,00.':
US. $400,00
Canada ($495,00
Canada $495.00
,
80
Lease Termination Fee
$0 Termination Fee for Equity
$0 Termination Fee for Equity Leases, Termination
Leases, Termination Fees for
Fees for Net Leases are an amount equal to three
Net Leases are an amount
months rent plus 30% of the total rent due under the
equal to three months rent plus
master walk away lease agreement section 14,
30% of the total rent due under
the master walk away lease
agreement section 14,
81
Interim Interest.
NO
N/A:
Yes/No, How is it calculated?
82
Resale Fee
$395
For each Vehicle sold, the End User "Member" shall
pay Enterprise a fee of $395.00 ("Service Fee") plus
towing at prevailing rates, applies to member
owned/non-leased units
83.
Provide fees not listed + rate.
Optional services offered
Enterprise Fleet: Management offers additional
services to our clients, :these programsand plans are
described in the technical' proposal under: the pricing,l..
grid,
Table 12: Pricing Offered
Line
The Pricing Dffered. to this Proposal is: " Comments'
Item
84 la. the same as the Proposer typically offers to an individual municipality, university, or school district.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID; 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 13: Audit and Administrative Fee
Line
,question
Response*
Item%85
Specifically describe any self -audit process or program that you
Enterprise will set a pricing plan up for the Sourcewell
plan to employ to verity compliance with your proposed Contract
program within our system. This pricing plan will be hard -
with Sourcewell. This process includes ensuring that Sourcewell
coded for all Sourcewell members and cannot be deviated
participating entities obtain the proper pricing, that the Vendor
from by any sales or support team member.
reports all sales under the Contract each quarter, and that the
Quarterly, we will review deliveries that have been placed
Vendor remits the proper administrative fee to Sourcewell. Provide
and delivered through the Sourcewell program to ensure
sufficient detail to support your ability to report quarterly sales to
compliance and accuracy. We will provide a detailed
Sourcewell as described in the Contract template.
breakdown to Sourcewell monthly or quarterly for review
depending on preference.
86
If youare awarded a contract, .provide afew examples of internal =
Example .metrics to be tracked and measured are new
metrics that will be tracked to measure whether you are having `:
customers utilizing the awarded contract, total orders and
successwith the. contract. -
total deliveries.
Our goat is. to create.IRelong relationships with all of our
Enterprise customers. ,Asaresult, we collect customer
'.
satisfaction results from a variety of sources to ensure we
>.
are meeting our customers' needs. Those sources include
our internal Service Quality index (SQI) process,. external
surveys such as theJ.D. Power Satisfaction Survey, and a
'.
range of other customer service inquiries. The results are
closely monitored, and any necessary changes are made to '.
-'
improve customer, satisfaction.
87
Identify a proposed administrative fee that you will pay to
Enterprise will offer Sourcewell and your members access to
Sourcewell for facilitating, managing, and promoting the Sourcewell
our fleet management program and pay Sourcewell a
Contract in the event that you are awarded a Contract. This fee
quarterly marketing fee based upon the volume of Combined
is typically calculated as a percentage of Vendors sales under the
New Deliveries generated as defined below.
Contract or as a per -unit fee; it is not a line -Rem addition to the
Member's cost of goods. (See the RFP and template Contract for
Deliveries to qualified members during the term of the
additional details.)
contract is $125.00 per new delivery.
Qualified members are eligible members who utilize the
Agreement between Sourcewell and Enterprise Fleet
Management as an approved means to satisfy proper due
diligence and competitive requirements.
Enterprise Fleet Management retains the right to offer
discounted promotional pricing on a market by market basis.
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 14A: Depth and Breadth of Offered Equipment Products and Services
Line
Item
Question
%88
Response*
Provide a detailed description of the
Enterprise Fleet Management offers a full range of customizable fleet solutions to
equipment, products, and services that you
our customers, including:
are offering in your proposal.
Total cost of ownership analysis and comparisons
Dedicated local account team assigned to each client to make ongoing cost
saving recommendations
Company fleet policy consultation
Insurance consultation and programs
Customizable lease options and financing
Detailed driver analysis
Fleet selection and acquisition
Maintenance and fuel program management for both leased and client owned
vehicles
Four-year cost model development
License, title and renewal services for both leased and client owned vehicles
Customizable website dashboard with near real-time data and reporting
Remarketing and resale for both leased and client owned vehicles
Driver Safety programs
89 -.
Within this RFP category there may be
Our clients enjoy the benefits of Enterprise's sustained 65-year investment in
subcategoriesof solutions. List subcategory
infrastructure that enablesus to quickly and efficiently move vehicles into and out ofa.
titles that best describe your: products and:.
service, This includes 150 staging grounds throughout the U.S. and Canada staffed'.'
services.
by 700 dedicated remarketing: specialists, as well as 800,"professionals; at our
corporate office. We have teams dedicated to specific aspects of our service,
including License and Title; Maintenance, Risk Management, Accounting',? Information:
'.
Technology,: and Vehicle Acquisition.
As a result, Enterprise Fleet Management is able to provide Sourcewell with a
complete fleet management program that includes:
• Fleet cost analysis'
• Company:. fleet policy constitution
• Insurance consultation
• Detailed: driver analysis
• Fleet. selection
• Maintenance and fuel program management
• Customized fleet plan based on your specific needs
We also; provide a range of ancillary solutions to address specific needs throughoutr
-
the vehicle lifecycle:' -
• Universal fuel card management
• Personal -use reporting
• Vehicle sharing technology
• Maintenance services fromASE-certified technicians
• Accident Management services from I -CAR certified professionals
• Insurance coverage through our broker, Lockton
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Table 148: Depth and 8readth of Offered Equipment Products and Services
Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional
comments in the text box provided, as necessary.
ne
Cate or or T pe
Offered
cemmants
Hem%90
Services for the acquisition by Sourcewell participating entities,
aYes
As the largest purchaser of vehicles in
whether by lease or financing, of on -road vehicles of all types or
C No
North America, Enterprise has the ability
classifications, all weight classes, and all engine types
to acquire vehicles from nearly any
manufacturer. This includes specialty
vehicles and Emergency Response
Vehicles.
91
Newvehicle service and preparation for the vehicles described in
G Yes
Through our Fleet. Management programs
Line 90 above,such as, pre -delivery. Inspection, parts ;and
C No
we are able to offer all of these services. J
accessories installation, and vehicle marking.application or
-
installation - -
-
92
Preventative maintenance plans, vehicle maintenance and repair
c Yes
Through our Fleet Management programs
services, and related service level agreements for Sourcewell
C No
we are able to offer all of these services.
participating entity on -road vehicle fleets of all types
93
In addition to the solutions described in Lines 90-92 above,
G,Yes
Through our: Fleet Managementprograms
proposers may include a complementary offering of the following
r No
we .are able to offer all of these services. <.
ancillary services:
1.` Short-term rental programs; '
it. Upfitting ofafter-market programs;
Ill. : Fleetmanagementinformation technologies, such as:.
telematics, fleet monitoring, fuel management, fuel tank
management, and motorpool/fleet sharingsoftware and systems;
Iv. Roadside assistance including towing,. emergency towing, and
'.
repairs;
v, Installation, operation, and .maintenance of dedicated charging
'
and fueling stations; and
vi. Vehicle battery longevity monitoring and replacement plans.
Exceptions to Terms, Conditions, or Specifications Form
Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been
incorporated into the contract text.
Documents
Ensure our submission documents) conforms to the following
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to
ensure that the uploaded documents) are not either defective, corrupted or blank and that the documents can be opened and viewed
by Sourcewell.
3. Sourcewell may reject any response where any documents) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the
zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding
to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."
• Pricing -Pricing-Final.xlsx -Tuesday March 01, 2022 14:16:51
• Financial Strenoth and Stability -Enterprise Financial Stability.pdf -Tuesday March 01, 2022 14:16:39
• Marketino Plales -Sample Marketing Plan.pdf -Tuesday March 01, 2022 14:19:21
• WM8E/M8E/S8E or Related Certificates - Wade Ford 2022 GMSDC Certificate. pdf -Tuesday March 01, 2022 14:27:57
• Warranty Information -Sample Warranty Information.pdf-Tuesday March 01, 202214:26:14
• Standard Transaction Document Samples - Sample Quote 2427574.pdf - Tuesday March 01, 2022 15:27:53
• Upload Additional Document - Sourcewell Submission.zip - Tuesday March 01, 2022 14:20:22
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
Addenda, Terms and Conditions
PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that
I am the authorized representative of the Proposer submitting
the foregoing
Proposal with
the legal
authority to bind the
Proposer to
this Affidavit and Assurance of Compliance:
1. The Proposer is submitting this
Proposal under its full
and complete legal name, and the Proposer
legally exists
in good
standing in
the jurisdiction of its residence.
2. The Proposer warrants that the
information provided in
this Proposal is true,
correct, and reliable for purposes of evaluation for
contract award.
3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the
Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under
this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not
directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of
this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or
competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the
consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this
solicitation.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or
circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a
vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.
5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an
employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this
solicitation.
6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in
accordance with the terms, conditions, and scope of a resulting contract.
7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or
certifications necessary to deliver such equipment, products, or services under any resulting contract.
8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are
acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and
related services to Sourcewell Members under an awarded Contract.
9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
O
. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either
substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic
data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes
Section 13.37 permits only certain narrowly defined data to be considered a "trade secret,' and thus nonpublic data under
Minnesota's Data Practices Act.
11. Proposer its employees, agents, and subcontractors are not:
1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control
of the United States Department of the Treasury found at: httos //www treasu[y.gOv/ofac/downloads/sdnlist pdf;
2. Included on the government -wide exclusions lists in the United States System for Award Management found at:
fps://sam.gov/SAM/; or
3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated
Bid Number: RFP 030122 Exhibit A Vendor Name: Enterprise Fleet Management, Inc.
DocuSlgn Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723
by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any
Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense
related to the subject matter of this solicitation.
ry By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this
Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I
had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic
signature or electronic record was used in its formation. - Dain Giesie, Assistant Vice President, Enterprise Fleet Management, Inc.
The Proposer declares that there is an actual or
potential Conflict of Interest
relating to the preparation of its submission,
and/or the
Proposer foresees an actual or potential Conflict
of Interest in performing the
contractual obligations contemplated in the
bid.
r• Yes � No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
i have reviewed the
File Name - below addendum and. Pages
attachments (if
applicable)
Addendum
_3_Fleet _Mgmt_Services _REP _030122 �
Mon February 21 2022 04:30 PM
Addendum_2_Fleet _MgmtServices_RFP_030122 17
t7 Thu February 2022 08:53_AM
Addendum_1_Fleet_Mgmt_Services_RFP_030122 P
Thu January 13 2022 04:26 PM
Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.
Exhibit A
Exhibit B
Sourcewell Contract Extension with Enterprise Fleet Management, Inc.
RFP#030122
Exhibit B
Docusign Envelope ID: F0992A11-F06B-470E-9460-3C2EE5DD37EB
r
CONTRACT EXTENSION
Contract Number: 030122-EFM
Sourcewell and Enterprise Fleet Management, Inc.
202 12th Street Northeast 600 Corporate Park Drive
Staples, MN 56479 St. Louis, MO 63105
(Sourcewell) (Supplier)
have entered into Contract Number: 030122-EFM for the procurement of:
Fleet Management Services
The Contract has an expiration date of 2026-04-18 ,but the parties may extend the Contract by mutual consent.
Sourcewell and Supplier acknowledge that extending the Contract benefits the Supplier, Sourcewell and Sourcewell's
Participating Entities. Supplier and Sourcewell agree to extend the Contract listed above for an additional
period, with a new contract expiration date of 2027-04-18. All other terms and conditions of the Contract remain in full
force and effect.
Sou�ae�ell
LS"Ayflj
COF02A139D08489...
Authorized Signature
Jeremy Schwartz
Name
Chief Operating and Procurement Officer
Title
1/21/2026110:41 AM CST
Er�ter�trise Fleet Management, Inc.
[pne by:
111iiGo J. Vbkly
D4020IMB9—
8]33
uthorized Signature
A
William J. Dobosz
Name
Assistant Vice President of Business Development
Title
1/21/2026 19:01
Date Date
Rev.7/2022
AM PST
Exhibit B
Exhibit C
Master Equity Lease Agreement and all Supplemental Agreements and Documents
Exhibit C
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this
statutory trust ("Lessor"), and the lessee whose name and
day of
address is set forth
, 20_,
by and between
("Lessee").
Enterprise
FM Trust, a Delaware
on the signature
page below
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 and
conditions 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, each of which are incorporated herein as part of a single, unitary 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 forfederal 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.
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules, Open -End (Equity) Lease Rate Quotes, 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. Lessee agrees to pay Lessor interest charges, in connection with
?he acquisition of a Vehicle, for the period between the date Lessor issues payment to acquire such Vehicle and the date the Vehicle is delivered to Lessee.
Such interest charges shall be included in each Schedule. 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 pdor 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 after the end of the applicable Term (subject to
-Lessor's right to recoup any amounts Lessor would owe to Lessee under this Section 3(c) against any obligations of Lessee to Lessor under this Agreement).
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), III) 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 (it) 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 (11) 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 and recouped
,.against 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
--�y 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
(1) Eighteen
Percent (18%) per annum or (it) the highest rate
permitted by applicable law (the "Default Rate").
Initials: EFM Customer
(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 repayabl,-
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 mad-�
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.
(h) In the event Lessor, Servicer or any other agent of Lessor arranges for rental vehicle(s) with a subsidiary or affiliate of Enterprise Holdings, Inc., Lessee shall
be fully responsible for all obligations under any applicable rental 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 (including without limitation such federal, slate
and local laws, statutes, rules, regulations and ordinances governing autonomous vehicles and automated driving systems and any parts, components and
products related thereto) and the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. In connection with autonomous
vehicles and automated driving systems and the parts, components and products related thereto, Lessee agrees to comply with all applicable guidance and
professional standards issued, released or published by governmental and quasi -governmental agencies, Including without limitation the federal guidance for
automated vehicles published by the Department of Transportation and the Federal Automated Vehicle Policy issued by the U,S, Department of Transportation
and the National Highway Traffic Safety Administration. 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 fedem,
and state income taxes on the income of Lessor) incurred in connection with the titling, licensing, registration, delivery, purchase, sale, rental, and Lessee's us
or operation of the Vehicles. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor for
the same.
8. LICENSE AND CHARGES: Each Vehicle will be titled, registered 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, licensing and/or registration
laws of such other state.
6. 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. Lessee will not make (or cause to be made) any alterations, upgrades, upfitting, additions or improvements (collectively,
"Alterations") to any Vehicle which (i) could impact or impair the "motor vehicle safety" (as defined by the Motor Vehicle Safety Act) of the Vehicle, or (11) could
impact, impair, void or render unenforceable the manufacturer's warranty. Without the prior written consent of Lessor, Lessee will not make (or cause to be made)
any Alterations to any Vehicle which (1) detracts, impairs, damages or alters the Vehicle's nature, purpose, economic value, remaining useful life, functionality,
utility, software or controls, or (ii) subjects the Vehicle or any part or component of such Vehicle to any lien, charge or encumbrance. Any Alterations of any nature
to a Vehicle are made at Lessee's sole cost, risk and liability, Including without limitation, any such Alterations approved by, or made with the assistance or at
the direction of Lessor. Any replacement parts added to any Vehicle shall be in at least as good an operating condition as the prior part before the replacement
(assuming such part was, at the time of the replacement, in the condition required by the terms of this Agreement). Any Alterations to a Vehicle will become am
remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4 and shall be free of any liens, charge:
or encumbrances; provided, however, Lessor shall have the right at any time to require Lessee to remove any such Alteration at Lessee's sole cost, expensr
and liability. In no event or instance shall the value of any Alterations be regarded as rent. Lessee and Lessor acknowledges and agrees that Lessor will not be
required to make any repairs, replacements or Alterations of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any
Initials: EFM Customer
expenditure whatsoever in connection with any such Vehicle(s) or this Agreement
i(b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicles) 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).
(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.
(d) In no event shall Lessor, Servicer or any other agent of Lessor or their respective affiliates be liable for consequential, indirect, incidental, special, exemplary,
punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to this Agreement, including, without limitation, any breach
or performance of this Agreement, regardless of (1) whether such damages were foreseeable, (11) whether or not Lessor, Servicer or any other agent of Lessor or
"-their respective affiliates were advised of the possibility of such damages and/or (iii) the legal or equitable theory (contract, tort or otherwise) upon which a claim,
''action, cause of action, demand, lawsuit, arbitration, inquiry, proceeding or litigation is based, and notwithstanding the failure of any agreed or other remedy of
±ts essential purpose.
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.
91. 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
6y 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, and that Lessor will suffer immediate and irreparable harm if Lessee fails to comply with such obligations:
(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 per accident with No Deductible is required for each
Vehicle capable of transporting more than 8 passengers):
Connecticut, Massachusetts, Maine, New Hampshire,
New Jersey,
$1,000,000 Combined Single
Limit Bodily Injury
and Property
Damage
New York, Pennsylvania, Rhode Island,
and Vermont
per accident -No Deductible
Florida $500,000 Combined Single Limit Bodily Injury and Property Damage per
accident or $100,000 Bodily Injury Per Person Per Accident, $300,000
Per Accident and $50,000 Property Damage per accident (100/300/50)
- No Deductible
(ii) Physical Damage Insurance (Collision &Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductihie of $1,000 per accident -Collision
and $1,000 per accident -Comprehensive).
If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, lessee must obtain and maintain the high
insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other persol
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, (li) 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
Vehicles) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the Vehicles) 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 foss 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 commerci�'
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 ;
commercial automobile liability insurance policy issued by an insurance company selected 6y Lessor, commercial automobile liability insurance satisfying the
minimum commercial automobile liability insurance required under Section 11 (a) for the Vehicles) covered by such Schedule. lessor may at any time during tht
applicable Term terminate said obligation to provide physical damage waiver and/or commercial automobile liahility 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) far physical damage waiver and/or commercial automobile
liability enrollment upon giving Lessee at least thirty (30) days prior written notice.
12. €NG'Efs9Nl-i'Y: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective
successors and 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. ItdSf'EC71ON OF VgHiCLES; OpOINEYE€4 DESCLOSlJ92E; FINANCIAL STATEMENT5: 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 times) 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.
1B, fJEP:4Ut.T; REA7EDiE5a 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 pertorm, keep or
observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee falls to perform, keep or observe any other term, provision o
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 o
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 an.
Vehicle unsuitable for use (as determined 6y 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
Initials: EFM Customer
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, a going concern audit comment of Lessee or any guarantor, or if Lessee
admits that it cannot pay its debts as they become due, makes an assignment for the benefit of creditors, is the subject of a voluntary or involuntary petition for
'bankruptcy, is adjudged insolvent or bankrupt, or a receiver or trustee Is appointed for any portion of Lessee's assets or property; (g) if more than one (1) payment
by Lessee to Lessor is returned by Lessee's bank for any reason within a twelve (12) month period; or (h) 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, Servicer of Lessor, or any direct or indirect subsidiary of Servicer of Lessor,
Enterprise Holdings, Inc. or a subsidiary or affiliate of Enterprise Holdings, 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; (a) 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.
16. 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. Without Lessor's prior written consent, Lessee shall not use or include Lessor's,
Servicef's, any other agent of Lessor's names or trademarks orally or in writing in any media, customer lists or marketing materials. 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 afterdeposit 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), butthe counterpart marked "ORIGINAL" by Lessorwfl 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,
faxecutors, 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
`eference to conflict of law principles).
10. 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
Initials: EFM
Customer
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 survivl
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 Lessorfor 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 frst above written.
LESSEE:
Signature
By:
Title:
Address:
Date Signed: ,
LESSOR:
Enterprise
FM Trust
By:
Enterprise
Fleet Management,
Inc. its attorney in fact
Signature:
By:
Title:
Address:
Date Sioni
Initials: EFM Customer
THIS AMENDMENT ("Amendment") dated this _day of 2026 is attached to, and made a
part of, the MASTER EQUITY LEASE AGREEMENT entered into on the _ day of 2026
("Agreement") by and between Enterprise FM Trust a Delaware statutory trust ("Lessor") and City of Diamond Bar CA
("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged
by the parties.
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).
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 and year first above written.
City of Diamond Bar, CA (Lessee)
Title:
Date Signed: ,
Enterprise FM Trust (Lessor)
By: Enterprise Fleet Management, Inc., its attorney in fact
Date Signed: ,
PRIMARY CONTACT INFORMATION
Name E-mail Phone
Fleet Manager Address
FINANCIAL INFORMATION
Are your books prepared by an outside Accountant? ❑ Yes ❑ No
Accountant Name Email Address
ENCLOSING WITH APPLICATION
Three years of Financial Statements (with footnotes)
Published Annual Reports ❑ Yes ❑ No
Income Tax Returns (3 years) ❑ Yes ❑ No
Other Items Included:
Federal ID Number:
Fiscal Year End (Month):
CURRENT VEHICLE SUPPLIER
INSURANCE
Company_
Street Address
Phone #
❑Audited ❑Opinioned ❑Internal
Policy #
State
I�T7TA
Exp. Date
_Zip
Street Address
Contact Name_
Email Address
BANK INFORMATION
Bank Name
Street Address
Bank Contact Name
ABA/Routing Number
ACH AUTHORIZATION AGREEMENT
City State Zip
Phone # Fax #
Checking Account Only
State Zip
Phone # Fax #
Account Number:
**PLEASE ATTACH A VOIDED CHECK FOR THE ACCOUNT LISTED ABOVE"*
Upon approval of this Credit Application, I (we) hereby authorize Enterprise Fleet Management, Inc., hereinafter called "EFM", to initiate, if necessary, credit
entries and adjustments for any debit entries in error, to my/our checking account indicated above and to further authorize the depository named above,
hereinafter called "DEPOSITORY", to debit and/or credit the same to such account. I (we) covenant and agree to instruct any and all banks or other financial
institution specified in this Credit Application and ACH authorization to process debits using the Automated Clearing House funds -transfer system.
This transaction will be completed in accordance with the following provisions:
1. The withdrawal will occur on the 20th of each month. If the 20th of each month falls on a weekend, amounts will be withdrawn on the
next business day
2. An electronic copy of the invoice and/or statement will be available on EFM's website(htto://efmfleetaccess.efleets.coml by the 5th
business day of each month. The Lessee will be expected to review the invoice/statement prior to the 15th of each month. The Lessee
reserves the right to call EFM and dispute a charge by the 15th of the month. EFM will withdraw the entire invoice amount each month if
no charges have been disputed by the 15th of each month. Upon request to EFM, a hard copy of an invoice or statement will be mailed
to the lessee each month via the United States Postal Service.
3. For any amount owed by the Lessee to EFM that is not paid due to insufficient funds on the date the debit should occur, a $25 non -suffi-
cient funds transaction fee will be assessed. The transaction fee shall be paid by the Lessee to EFM on demand.
4. This authorization is to remain in full force and effect until EFM has received written notification from the Lessee of its termination In such
time and in such manner as to afford EFM and DEPOSITORY a reasonable opportunity to act on it. Cancellation will also occur if EFM
has sent the Lessee a ten day written notice for EFM's termination of the agreement. Cancellation requests for this agreement should
be forwarded to:
ARBillingCalefleets com
STATEMENT OF POLICY AND PROCEDURES
Enterprise Fleet Management, Inc. and affiliates will use the information provided in this for the purpose of Fleet and rental related services/programs.
Enterprise Fleet Management, Inc. reserves the right to return this application if all sections are not completed or determined misleading.
Enterprise Fleet Management, Inc. will conduct future inquiries on an annual basis as part of the annual credit review process or as fleet size increases, and
reserves the right to ask for additional or updated financial information as the need warrants as part of the credit underwriting process.
AUTHORIZED SIGNERS FOR MOTOR VEHICLE LEASE(S)
RESOLVED, The undersigned hereby certifies (i) that he/she is the duly appointed (T i t I e) fo r
(Entity legal name) hereafter known as "The Entity", (if) 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 (lit) 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:
Print Name Title
Print Name Title
Print Name Title
Print Name Title
Print Name Title
Print Name Title
Bond Rating: Rating Agency: Federal ID#:
RESOLVED FURTHER, that EFM Is authorized to act upon this authorization until written notice of its revocation is received by EFM.
I do hereby certify that the information contained in this Credit Application is accurate in all material aspects as required by law. Further, I do hereby certify that 1 am an
authorized representative of this Company and have been given the authority to sign this agreement on behalf of the Company.
Print Name Title
Signature Company Name
Date
For Iho purpose of seeking to secure credilfrom Enterprise Fkel Management, Inc. (logetherwith its affiliates, successors, assigns and third party Service providers, "EFM"),Credit Applicant (a) authorizes (i) EFM to run a cretlil rpprirt, investigalo
and veri(ylhe information in this Cretlil Agreement,antl/or obtain financial and/or credit information from any person or entity with which Credit Applicant has or had gnannial dealings, including banks, lending institutions and Iratle or cretlil
relemnces, whetherornol Such person or entity is identified In this Credit Applidatirin,which Inlormalion may indlutle financial slalemenls, lax returns, antl banking records, (il) EFM Iri contact any of Credit Applicant's cunenlorformeremployers
or creditors to verify any information contained herein or received in connection with this Credit Application if Credit Applicant is a sole proprietor, and (ill) any third partywho may have relevant information to provide such information to Cry, get
will notify HEM if there is any change in name, address, or any material adverse change g) in any of the information contained in this Credit Application, III in Grad! t Applicant's brands condition, or (III) in Credit Applicant's ability to perform Iheir
respective obligations to EFM, and (c) represents and warrants that any and all information provided to EFM by Credit Applicant Is true, correct and complete as of the date hereof. The lack of any notice of change in the representations and warranties
included in this Credit Application shall be considered a continuing statement that the information provided in this Credit Application remains true, correct and complete.
As permitted by law, EFM may also release information about EFM's credit experience with Credit Applicant. Credit Applicant understands and agrees That all reports and records developed by EFM or any third patty agent In connection with the
foregoing investigations are the sole property of EFM and will not be provided to Credit Applicant unless otherwise required by applicable law or agreed to by EFM in writing.
The Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the hasis of race, dolor, religion, national origin, sex, marital status, age (provided that Credit Applicant has the capacity to enter into a ohmn
contract); because all or part of Credit Applicants Income derives from any public assistance program; or because Credit Applicant has in good faith exercised any right under the Consumer Credit Protection Act. If this credit application is demec
Credit Applicant may have the right to a written statement of the specific reasons) for the denial. To request to obtain the statement, Credit Applicant may contact EFM at: 600 Corporate Park Drive, ATTN: EFM Credit Department, St, Louis, MO
63105, within 60 days from the date Credit Applicant is notified of the denial. If applicable, within 30 days of EFM's receipt of the request, EFM will send Credit/mighcantavanten statementspecifying the materials) for the denial.
The person signing below personally represents and warrants to EFM that he/she is authorized to make this application for credit on behalf of Credit Applicant.
Please note that this Credit Application is an application and does not commit or memo EFM to extend any credit whancaverto Credit Applicant. 0201SEntwpaeeFtemMeoagemom,im.HON79_EFM co.emmem near Application
FULL MAINTENANCE AGREEMENT
This Full
Maintenance Agreement (this "Agreement") is made and entered into this
day of
, by
Enterprise
Fleet Management, Inc., a
Missouri
corporation ("EFM"), and
("Lessee").
-
WITNESSETH
1. L€ASE. Reference is hereby made to that certain Master Lease Agreement dated as of the day of , 20_, 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. COFf€RED VEWICL€S. 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. VEWECLE REPAIRS ANO 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 or brake
repair and replacement beyond what is allocated within the Lease Schedule, (d) washing, (a) repair of damage due to lack of maintenance or neglect by Lessee
between scheduled services (including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of, or damage caused by, any alterations,
upgrades, upfitting, additions, improvements (collectively, "Alterations") or unauthorized replacement parts added 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), software or other equipment (including, without limitation,
lift gates, autonomous or automated vehicle equipment, components, parts or products, 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 (1) 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 (2) Lessee's failure to maintain or use the Covered Vehicle as required
by and in compliance with, (A) the Lease, (B) all laws, statutes, rules, regulations and ordinances (including without limitation such applicable federal, state and
local laws, statutes, rules, regulations, ordinances, guidance and professional standards governing autonomous vehicles and automated driving systems and any
parts, components and products related thereto) and (C) the provisions of all insurance policies affecting or covering the Covered Vehicles or their use or operation,
(h) roadside assistance or towing for routine vehicle maintenance purposes unless the vehicle is inoperable, (1) mobile services, 0) the cost of loaner or rental
vehicles beyond what is allocated within the Lease Schedule or (k) if the Covered Vehicle is a Vehicle with a manual transmission, such manual transmission clutch
adjustment or replacement. 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 $125.00, which may change from
time to time based on market conditions, Lessee or service provider 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 $125.00, which may change from time to time based on market conditions, 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 beyond the contract mileage not to exceed 120,000 miles.
6. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card (the "EFM Card"), which is an electronic card located on the Efleets
"mobile app and the efleets.com client website, for use in authorizing the payment of charges incurred in connection with the maintenance of the Covered Vehicles.
_ -essee 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
x 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 shall immediately cease using or
accessing the EFM Card, The EFM Card is non -transferable.
&. 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. Anyl,
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 (it)
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'J4'ARRAidT9E5. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges far
maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER
OF ANY KIND, EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE WITH
RESPECT TO ANY EQUIPMENT, 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.
In no event shall EFM or its agents or their respective off liates 6e liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages,
lost profits or revenues or diminution in value, arising out of or relating to this agreement, including, without limitation, any breach or performance of this
agreement, regardless of (1) whether such damages were foreseeable, (ii) whether or not EFM or its agents or their respective affiliates were advised of the
possibility of such damages and/or (tit) the legal or equitable theory (contract, tort or otherwise) upon which a claim, action, cause of action, demand, lawsuit,
arbitration, inquiry, proceeding or litigation is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
8. LESSdDR hqT A PARTY. Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement.
4. Nf3TICES. Any notice or other communication under this Agreement shall be in writing and delivered in person, electronic mail or mailed postage prepaid
by registered or certified mail or sent by express overnight delivery service with a nationally recognized carrier, to the applicable party at its address set forth
on the signature page of this Agreement, or at such other address as any party hereto may designate as its address for communications under this Agreement
by notice so given. Any such notice or communication sent by mail will be effective and deemed received three (3) days after deposit in the United States mail,
duly addressed to the address for the Party set forth below, with registered or certified mail postage prepaid. Any such notice or communication sent by express
overnight delivery service with a nationally recognized carrier will be effective and deemed received one (1) day after deposit with such delivery service, duly
addressed, with delivery fees prepaid. The Lessee shall promptly notify EFM of any change in the Lessee's address.
50. MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. 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 Full Maintenance Agreement as of the day and year first above written.
LESSEE;
RTI
EFM:
Signature:
Signature:
By:
By:
Title:
Title:
Address:
Address:
iC
Enterprise fleet Management, Inc.
Date Signed:
Initials: EFM Lessee
MAINTENANCE MANAGEMENTAND FLEET RENTAL AGREEMENT
This Agreement is entered into as of the _day of
business as "Enterprise Fleet Management" ("EFM"), at
by and between Enterprise Fleet Management, Inc., a Missouri corporation, doing
(the "Company").
9. ENPERPRlSE CARDS: EFM will provide the Company with an EFM Card for each vehicle, which EFM Card is an electronic card and is located on the Efleets
mobile app and the efleets.com client website, for use in authorizing the payment of charges incurred in connection with the vehicle maintenance program
(the "Program") for a vehicle. The Company agrees to be and shall be liable to EFM for all charges made by or for the account of the Company with the EFM
Card (other than any charges which are the responsibility of EFM under the terms of this Agreement). EFM will invoice the Company for all such charges, and
the Company agrees to and shall pay to EFM all invoiced amounts in accordance with the terms of this Maintenance Management and Fleet Rental Agreement
(Agreement). EFM reserves the right, and the Company agrees and acknowledges that EFM shall have the right, to change the terms and conditions as set forth
in this Agreement for the use of the EFM Card at any time. The EFM Card is and shall remain at all times the property of EFM, and EFM may revoke the Company's
right to possess, access, or use the EFM Card at any time and for any reason. The EFM Card is non -transferable. EFM will provide a driver information packet (the
"Packet") outlining the Maintenance Management Program. The Parties agree that the Maintenance Management Program is subject to the terms and conditions of
the Packet.
2. VEHICLE REPAIRS AND SERVICE: EFM will provide purchase order control by telephone, electronic mail, or in writing authorizing charges for service,
maintenance, or repairs exceeding $125.00, which may change from time to time based on market conditions, or such other amount as may be established by
EFM, in its sole discretion, from time to time under the Program. All charges for service, maintenance or repairs will be invoiced to EFM. Invoices will be reviewed
by EFM for accuracy, proper application of any applicable manufacturer's warranty, 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 twenty (20) 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.
a. RENTAL VEHICLES: The EFM Card allows the Company the option to arrange for a rental vehicle at a discounted rate with a subsidiary or affiliate of
Enterprise Holdings, Inc. ("EHI") for a maximum of two (2) days without prior authorization from EFM. Extensions beyond two (2) days must be approved by
EFM. The Company shall be fully responsible for all obligations under any rental agreement with a subsidiary or affiliate of EHI pursuant to this Agreement. All
drivers of
a rental vehicle must be at least twenty one (21) years of age unless otherwise required by law, hold a valid driver's license, be an employee ofthe Company and
authorized by the Company through established reservation procedures and meet all other applicable requirements of the applicable subsidiary or affiliate of EHI.
The Company will be provided a specific telephone number for use in arranging a rental vehicle described in this Section.
5. NO WARRANTY: The Company acknowledges that EFM does not perform maintenance or repair services on the Company's vehicles or any rental vehicles
and any maintenance or repair services are to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER OF ANY KIND,
EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO
PRODUCTS, REPAIRS OR SERVICES PROVIDED IN CONNECTION WITH 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. Upon such cancellation or termination, the Company
shall immediately cease using or accessing the EFM Card. Notice to EFM regarding the cancellation of any Card shall specify the Card number andidentify the
'.ompany's representative. 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.
Initials: EFM Company
7. NOTICES: Any notice or other communication under this Agreement shall be in writing and delivered in person, electronic mail or mailed postage prepaid
by registered or certified mail or sent by express overnight delivery service with a nationally recognized carrier, to the applicable party at its address set forth
on the signature page of this Agreement, or at such other address as any party hereto may designate as its address for communications under this Agreement
by notice so given. Any such notice or communication sent by mail will be effective and deemed received three (3) days after deposit in the United States mail,
duly addressed to the address for the Party set forth below, with registered or certified mail postage prepaid. Any such notice or communication sent by express
overnight delivery service with a nationally recognized carrier will be effective and deemed received one (1) day after deposit with such delivery service, duly
addressed, with delivery fees prepaid. The Company shall promptly notify EFM of any change in the Company's address.
$. fEES: EFM will charge the Company for the service under this Agreement $ per month per Card.
9. MISCEd.WANEOUS: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except
that Company may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of EFM. 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:
Date Signed:
EFM: Enterprise Fleet Management, Inc.
Signature: _
By:
Title:
Address:
Date Signed:
Initials: EFM Company
AGREEMENT TO SELL CUSTOMER VEHICLES
THIS AGREEMENT is entered into by and among the entities set forth on the attached Schedule 1 (hereinafter each an "Enterprise Entity"
and collectively the "Enterprise Entities") and Enterprise Fleet Management, Inc. (hereinafter referred to as "EFM") (the "Enterprise
Entities" and "EFM" shall collectively be referred to as "Enterprise") on the one hand and
(hereinafter referred to as "CUSTOMER"), on the other hand on this day of (hereinafter referred to as
the "Execution Date"),
RECITALS
A. Enterprise FM Trust and CUSTOMER have entered into an agreement whereby Customer has agreed to lease certain vehicles set forth
n the agreement between Customer and Enterprise FM Trust;
B. EFM is the servicer of the lease agreement between Enterprise FM Trust and Customer;
C. Enterprise, from time to time, sells vehicles at wholesale auctions and other outlets; and
D. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale, CUSTOMER's vehicles set
forth on Exhibit A. attached hereto and incorporated herein, as supplemented from time to time (collectively, the "Vehicles").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
TERMS AND CONDITIONS
1. Right to SeII: Enterprise shall have the non-exclusive right to sell any Vehicles assigned to Enterprise by CUSTOMER, or under
consignment from Customer to Enterprise, as the case may be dependent upon applicable law in the jurisdiction in which the Vehicle is to
be sold. For Vehicles to be sold under assignment, Customer shall assign the title to Enterprise and deliver the assigned title to Enterprise
with the Vehicle. For Vehicles to be sold under consignment, Customer shall execute a consignment agreement granting Enterprise power
in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary thereto on behalf of CUSTOMER.
2, Additional Documentation: Where necessary, CUSTOMER shall execute any and all additional documentation, required to effectuate
the sale of Vehicle(s).
3. Service Fee: For each Vehicle sold, the CUSTOMER shall pay Enterprise an administrative fee of the lesser of $ or the
maximum permitted by law ("Service Fee").
4. Sales Process: Enterprise shall use reasonable efforts in its sole discretion to sell each Vehicle. CUSTOMER may, at its discretion,
place a Minimum Bid or Bid to be Approved (BTBA) on any Vehicle by providing prior written notification to Enterprise. Enterprise
shall have full discretion to accept any bid at or above the designated minimum bid or BTBA. Absent any such minimum bid or BTBA,
Enterprise shall have full discretion to accept any bid on a Vehicle.
5. Time for Payment:
(a) No later than twenty-one (21) business days after the collection of funds by Enterprise for the sale of a Vehicle, Enterprise will remit
to the CUSTOMER an amount equal to the Vehicle sale price minus any seller fees, auction fees, Service Fees, towing costs, title service
fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the
Vehicle.
(b) Enterprise's obligations pursuant to Section 5(a) shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes in its sole discretion that fairness to the buyer or seller justifies the cancellation or reversal
of the sale. If Enterprise has already remitted payment to CUSTOMER pursuant to Section 5(a) prior to the sale being reversed or
cancelled, CUSTOMER agrees to reimburse Enterprise said payment in full. Enterprise will then re -list the Vehicle and pay CUSTOMER in
accordance with this Section 5. Examples of mistakes or inadvertences include, but are not limited, to Vehicles sold using inaccurate or
incomplete vehicle or title descriptions and bids entered erroneously.
6. Indemnification and Hold Harmless: Except as otherwise provided herein, CUSTOMER agrees to indemnify, defend and hold EFM and each ',
Enterprise Entity and their parents and affiliated entities, employees and agents harmless to the extent any loss, damage, or liability arises from
EFM or any Enterprise Entity's use or operation of a vehicle and for the negligence or willful misconduct of Customer, its agents or employees, and
for its breach of any term of this Agreement. The parties' obligations under this section shall survive termination of this Agreement.
7. Risk of Loss: Notwithstanding anything to the contrary hereunder, CUSTOMER shall assume all risk of loss for damage to or loss of any
Vehicle or any part or accessory regardless of fault or negligence of CUSTOMER, Enterprise, EFM or any other person or entity or act of God.
8. Liens. Judgments. Titles and Defects: CUSTOMER represents and warrants it holds full legal title to each such Vehicle, title to each such
Vehicle is clean and not subject to being branded for any reason, or requires any form of additional disclosure to a purchaser and that there are no
open recalls on each such Vehicle. CUSTOMER shall defend, indemnify and hold Enterprise, EFM, their parents, employees and agents harmless
from and against any and all claims, expenses (including reasonable attorneys fees), suits and demands arising out of, based upon, or resulting
from any judgments, liens or citations that were placed on the Vehicle, defects in the Vehicle's title, or mechanical or design defects in the Vehicle.
9. Odometer: Neither EFM nor Enterprise assume responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER
shall defend, indemnify and hold EFM, Enterprise, their parents, employees and agents harmless from and against any and all claims, expenses
(including reasonable attorneys fees), suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any
Vehicle or any odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by EFM, Enterprise, their
employees or officers.
10. Bankruotcv: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, EFM or Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees, auction
fees, Service Fees, towing costs, title service fees, enhancement fees and any expenses incurred by EFM or Enterprise while selling Vehicle from
said funds. EFM or Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
11. Comoliance with Laws: EFM, Enterprise and CUSTOMER shall comply with all federal, state, and local laws, regulations, ordinances, and
statutes, including those of any state motor vehicle departments, department of insurance, and the Federal Odometer Act.
12. Insurance: CUSTOMER shall maintain and provide proof of Automobile Liability Insurance until the later of title transfer to purchaser of
Vehicle or transfer of sales proceeds to Customer covering liability arising out of maintenance, use or operation of any Vehicle (owned, hired and
non -owned) under this Agreement, with limits of not Tess than one million dollars ($1,000,000) per occurrence for bodily injury and property
damage. EFM, Enterprise, and their subsidiaries and affiliates are to be named as Additional Insureds. This insurance shall be written as a primary
policy and not contributing with any insurance coverage orself-insurance or other means of owner's financial responsibility applicable to EFM or
Enterprise. CUSTOMER must waive and must require that its insurer waive its right of subrogation against EFM and Enterprise and their affiliates,
employees, successors and permitted assigns on account of any and all claims CUSTOMER may have against EFM or Enterprise with respect to
insurance actually carried or required to be carried pursuant to this Agreement.
13. Term: This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30) days prior written notice to terminate the Agreement with or without cause.
14. Modification; No modification, amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises,
representations, understandings, and negotiations, whether written or oral, with respect to the subject matter hereto.
16. liability Limit: EXCEPT TO THE EXTENT A PARTY HERETO BECOMES LIABLE FOR ANY DAMAGES OF THE TYPES DESCRIBED BELOW TO A
THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM AND SUCH PARTY IS ENTITLED TO INDEMNIFICATION WITH RESPECT THERETO UNDER
THE PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO OTHER PARTY FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL,
LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS AND/OR INTERRUPTIONS OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
17. Attorneys Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement, the prevailing
party shall be entitled to receive from the losing party reasonable attorneys fees and costs for legal services rendered to the prevailing party.
r
18, Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
19. Independent Contractor: EFM and Enterprise shall perform the services hereunder as an independent contractor of Customer and no term of
this Agreement shall be deemed or construed to render CUSTOMER and EFM or Enterprise as joint venturers or partners.
20. Unsold
Vehicles:
Should such Vehicle
not sell, Customer shall
pick up Vehicle within five (5) business days of being provided notice that the
Vehicle has
not been
sold and, for Vehicles
assigned to Enterprise
by Customer, Enterprise shall assign title back to CUSTOMER.
"ENTERPRISE"
Signature:
Printed Name:
Title:
Date Signed:
Schedule 1
Enterprise Leasing Company of STL, LLC
Enterprise Leasing Company of Georgia, LLC
Enterprise Leasing Company of Florida, LLC
Enterprise Leasing Company of KS LLC
EAN Holdings, LLC
Enterprise Leasing Company of Orlando, LLC
Enterprise Leasing Company of Indianapolis, LLC
Enterprise Rent-A-Car Company of Boston, LLC
Enterprise Leasing Company of Denver, LLC
Enterprise Leasing Company of Chicago, LLC
Enterprise RAC Company of Maryland, LLC
Enterprise Leasing Company of Philadelphia, LLC
Enterprise RAC Company of Baltimore, LLC
Enterprise Leasing Company of Minnesota, LLC
Enterprise Leasing Company of Detroit, LLC
Enterprise Leasing Co of Norfolk/ Richmond, LLC
Enterprise Rent-A-Car Co of San Francisco, LLC
ELRAC, LLC
SNORAC, LLC
"CUSTOMER"
Signature:
Printed Name:
Title:
Date Signed:
Enterprise Rent-A-Car Company of Sacramento, LLC
Enterprise Rent-A-Car Company of Las Angeles, LLC
Enterprise RAC Company of Cincinnati, LLC
CLERAC,LLC
Enterprise Rent-A-Car Company of Pittsburgh, LLC
Enterprise Rent-A-Car Company of Wisconsin, LLC
Enterprise Rent-A-Car Company of UT, LLC
CAMRAC, LLC
Enterprise Rent-A-Car Company of Rhode Island, LLC
Enterprise Leasing Company of Phoenix, LLC
Enterprise Leasing Company- Southeast, LLC
Enterprise Leasing Company- West, LLC
Enterprise Leasing Company- South Central, LLC
PENRAC,LLC
Enterprise Rent-A-Car Company of KY, LLC
Enterprise Rent-A-CarCompany- Midwest, LLC
Enterprise RAC Company of Montana/Wyoming, LLC
CONSIGNMENT AUCTION AGREEMENT
THIS AGREEMENT is entered into by and between Enterprise Fleet Management, Inc, a Missouri Corporation (hereinafter referred to as
"Enterprise") and (hereinafter referred to as "CUSTOMER") on this day of
(hereinafter referred to as the "Execution Date').
RECITALS
A. Enterprise is in the business of selling previous leased and rental vehicles at wholelsale auctions; and
B. The CUSTOMER is in the business of
C. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale auction, CUSTOMER'S vehicles
set forth on Exhibit A, attached hereto and incorporated herein, as supplemented from time to time (collectively, the "Vehicles").
NOW, THEREFORE, for and inconsideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
1. Right to Sell: Enterprise shall have the non-exclusive right to sell any Vehicles consigned to Enterprise by a CUSTOMER within the
Geographic Territory.
2. Power of Attorney: CUSTOMER appoints Enterprise as its true and lawful attorney -in -fact to sign Vehicle titles on behalf of CUSTOMER
for transfer of same and hereby grant it power in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary
thereto on behalf of CUSTOMER. The rights, powers and authorities of said attorney -in -fact granted in this instrument shall commence and
be in full force and effect on the Execution Date, and such rights, powers and authority shall remain in full force and effect thereafter until
terminated as set forth herein.
3. Assignments: Vehicle assignments may be issued to Enterprise by phone, fax, or electronically.
4. Service Fee: For each Vehicle sold, the CUSTOMER shall pay Enterprise a fee of $ ("Service Fee") plus towing at prevailing rates.
5. Sales Process: Enterprise shall use reasonable efforts sell each Vehicle. CUSTOMER may, at its discretion, place a Minimum Bid or Bid to
be Approved (BTBA) on any Vehicle by providing prior written notification to Enterprise.
6. Time for Payment:
(a) No later than ten (10) business days after the collection of funds for the sale of a Vehicle, Enterprise will remit to the CUSTOMER an
amount equal to the Vehicle sale price minus any seller fees, auction fees, Service Fees, towing costs, title service fees, enhancement fees and
any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 6(a) shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes that fairness to the buyer or seller justifies the cancellation or reversal of the sale. If Enterprise
has already remitted payment to CUSTOMER pursuant to Section 6(a) prior to the sale being reversed or cancelled, CUSTOMER agrees
to reimburse Enterprise said payment in full. Enterprise will then re -list the Vehicle and pay CUSTOMER in accordance with this Section
6. Examples of mistakes or inadvertences include, but are not limited, to Vehicles sold using inaccurate or incomplete vehicle or title
descriptions and bids entered erroneously.
7. Indemnification and Hold Harmless: Enterprise and CUSTOMER agree to indemnify, defend and hold each other and its parent, employees
and agents harmless to the extent any loss, damage, or liability arises from the negligence or willful misconduct of the other, its agents or
employees, and for its breach of any term of this Agreement. The parties' obligations under this section shall survive termination of this
Agreement.
9. Odometer: Enterprise assumes no responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER shall defend,
indemnify and hold Enterprise its parent, employees and agents harmless from and against any and all claims, expenses (including reasonable
attorneys fees), suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any Vehicle or any
odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by an employee, Enterprise, or officer
of Enterprise.
io. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, Enterprise may accumulate sales proceeds from the sale ofall Vehicles and deduct seller fees, auction fees,
Service Fees, towing costs, title service fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle from said funds.
Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
ti.
Compliance
with
Laws: Enterprise shall comply with all federal,
state, and local laws, regulations, ordinances, and statutes, including those of
any
state
motor
vehicle departments, department of insurance, and
the Federal Odometer Act.
12. Insurance: CUSTOMER shall obtain and maintain in force at all times during the term of this Agreement and keep in place until each Vehicle is
sold and title is transferred on each Vehicle, automobile third party liability of $1,000,000 per occurrence and physical damage coverage on all
Vehicles. This insurance shall 6e written as a primary policy and not contributing with any insurance coverage orself-insurance applicable to
Enterprise.
13. Term: This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30) days prior written notice to terminate the Agreement with or without cause.
'14. Modification: No modification, amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises,
representations, understandings, and negotiations, whether written or oral, with respect to the subject matter hereto.
16. Liability Limit: In the event Enterprise is responsible for any damage to a Vehicle, Enterprise's liability for damage to a Vehicle in its possession
shall be limited to the lesser of: (1) the actual cost to repair the damage to such vehicle suffered while in Enterprise's possession; or (2) the
negative impact to the salvage value of such vehicle. Enterprise shall not be liable for any other damages to a Vehicle of any kind, including but not
limited to special, incidental, consequential or other damages.
17. Attorneys Fees: In the event
that
a party hereto institutes any
action or
proceeding to enforce the
provisions of this Agreement, the prevailing
party shall be entitled to receive
from
the losing party reasonable
attorneys
fees and costs for legal services rendered to the prevailing party.
18. Authorization:
Each
party
represents
and warrants to the other party that the
person signing this Agreement
on behalf of such party is
duly
authorized to bind
such
party.
"ENTERPRISE"
Signature:
Printed Name:
Title:
Date Signed:
"CUSTOMER"
Signature:
Printed Name:
Title:
Date Signed: