HomeMy WebLinkAboutMaster Equity Lease Agreement - Government - 02.01.2021DocuSign Envelope ID: A0476745-E592-4704-B132-7EE8B7E199FC
nterprise
FLEET MANAGEMENT
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this 8 day of February 2021 by and between Enterprise FM Trust, a Delaware statutory trust
(' Lessor' ), and the lessee whose name and address is set forth on the signature page below ("Lessee").
1. LEASE OF VEHICLES: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a ' Vehicle" and collectively, the
' Vehicles') described in the schedules from time to time delivered by Lessor to Lessee as set forth below ("Schedule(s)') for the rentals and on the terms set forth
in this Agreement and in the applicable Schedule References to this "Agreement" shall include this Master Equity Lease Agreement and the various Schedules
and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each Vehicle to Lessee, send Lessee a Schedule covering the
Vehicle, which will include, among other things, a description of the Vehicle the lease term and the monthly rental and other payments due with respect to the
Vehicle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten (10) days after the
date of delivery of the Vehicle covered by such Schedule Lessor is the sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no
right, title or interest in or to the Vehicles except for the use of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for
federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet
Management, Inc. or an affiliate thereof (together with any subservicer agent successor or assign as Servicer on behalf of Lessor "Servicer") may administer
this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor.
2. TERM The term of this Agreement ("Term") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the "Delivery Date") and, unless
terminated earlier in accordance with the terms of this Agreement, continues for the "Lease Term' as described in the applicable Schedule.
3. RENT AND OTHER CHARGES:
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will be in the
amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount identified as a charge for
maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.) and will be due and
payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the first day of a month, monthly rental payments will
begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to pay Lessor a pro -rated rental charge for the number of days
that the Delivery Date precedes the first monthly rental payment date. A portion of each monthly rental payment, being the amount designated as "Depreciation
Reserve" on the applicable Schedule, will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes
of computing the Book Value of the Vehicle under Section 3(c). Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule on the due date
of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination" set forth in each Schedule
at the end of the applicable Term (whether by reason of expiration, early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty Occurrence
or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the adjusted amount will be
payable by Lessee to Lessor on the termination date.
(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the Book Value
of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent
(20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of (i) the wholesale
value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as
set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty (30) days after the end of the
applicable Term. Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-eight (48) months (including any extension of the Term for such
Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average (prorated on a daily basis) (i.e., if the mileage on a
Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles) or (iii) in the sole judgment of Lessor a Vehicle has been subject to damage or any
abnormal or excessive wear and tear the calculations described in the two immediately preceding sentences shall be made without giving effect to clause (ii) in
each such sentence. The "Book Value' of a Vehicle means the sum of (i) the "Delivered Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the
total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with
respect to such Vehicle.
(d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any losses and/
or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed by Lessee to Lessor.
(e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty (20) days after its due date will accrue interest payable
on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate
permitted by applicable law (the 'Default Rate").
(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor, Servicer or any
other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be
repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate
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(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments shall be
made in immediately available funds without setoff, counterclaim or deduction of any kind Lessee acknowledges and agrees that neither any Casualty Occurrence
to any Vehicle nor any defect unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the cause or consequence nor
any breach by Enterprise Fleet Management Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle
regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under this Agreement, including, without limitation, the
payment of rent and other amounts under this Agreement.
4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee
agrees to comply with and cause its drivers to comply with, all laws, statutes rules, regulations and ordinances and the provisions of all insurance policies
affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that
in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed
the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a "school bus' as defined in the Code of
Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without
first obtaining Lessor's written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made
pursuant to Section 14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated
by Lessor. If for any reason Lessee fads to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor
additional rent for such Vehicle at twice the normal pro -rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with
respect to Lessee's failure to return any Vehicle as required hereunder
5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other than federal and
state income taxes on the income of Lessor) incurred in connection with the titling, registration delivery, purchase, sale, rental, use or operation of the Vehicles
during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor for the same.
6. LICENSE AND CHARGES: Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges relating to
the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or otherwise
charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit attributable to any Lessor -owned
vehicle.
7. REGISTRATION PLATES, ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates, permits,
inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee's expense. The
parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of
this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than
the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling and/or registration
laws of such other state.
8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all
manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required for
the proper operation and maintenance of the Vehicles. Any alterations, additions replacement parts or improvements to a Vehicle will become and remain the
property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing, so long as no Event
of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a Vehicle prior to returning such
Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in no instance be regarded as rent. Without
the prior written consent of Lessor Lessee will not make any alterations, additions, replacement parts or improvements to any Vehicle which detract from its
economic value or functional utility. Lessor will not be required to make any repairs or replacements of any nature or description with respect to any Vehicle, to
maintain or repair any Vehicle or to make any expenditure whatsoever in connection with any Vehicle or this Agreement.
(b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(s) covered by such Schedule
are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc and Lessee and (ii) Lessor shall have no liability or responsibility
for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee for its payment of any costs and
expenses incurred in connection with the maintenance or repair of any such Vehicle(s).
9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A SIZE, DESIGN,
CAPACITY TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND REPAIR AND IS SATISFACTORY IN ALL
RESPECTS AND IS SUITABLE FOR LESSEE'S PURPOSE LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT
OF A MANUFACTURER OF ANY VEHICLE
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED WITH RESPECT TO ANY VEHICLE, INCLUDING, WITHOUT
LIMITATION ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IT BEING AGREED
THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS," "WITH ALL FAULTS.' All warranties made by any supplier, vendor
and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee s only remedy, if any, is against the supplier, vendor
or manufacturer of the Vehicle.
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(c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or consequential)
or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect (latent or patent) in
any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provide any
Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused. In addition, none of
Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form executed by Lessee if
Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee.
10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause whatsoever
(` Casualty Occurrence"). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty Occurrence and thereafter
will place the applicable Vehicle in good repair, condition and working order; provided, however that if the applicable Vehicle is determined by Lessor to be lost,
stolen, destroyed or damaged beyond repair (a "Totaled Vehicle '), Lessee agrees to pay Lessor no later than the date thirty (30) days after the date of the Casualty
Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle. Upon such payment, this Agreement will terminate with respect
to such Totaled Vehicle.
11. INSURANCE:
(a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each Vehicle, to be
written by an insurance company or companies satisfactory to Lessor insuring Lessee, Lessor and any other person or entity designated by Lessor against any
damage, claim, suit, action or liability:
(i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No -Fault Protection where required by law) for
the limits listed below (Note - $2,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for each Vehicle capable of
transporting more than 8 passengers):
State of Vehicle Registration Coverage
Connecticut, Massachusetts, Maine, New Hampshire, New Jersey,
New York, Pennsylvania, Rhode Island, and Vermont
Florida
All Other States
$1,000,000 Combined Single Limit Bodily Injury and Property Damage
- No Deductible
$500,000 Combined Single Limit Bodily Injury and Property Damage
or $100,000 Bodily Injury Per Person, $300,000 Per Occurrence and
$50,000 Property Damage (100/300/50) - No Deductible
$300 000 Combined Single Limit Bodily Injury and Property Damage
or $100 000 Bodily Injury Per Person, $300,000 Per Occurrence and
$50,000 Property Damage (100/300/50) - No Deductible
(ii) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductible of $500 per occurrence -
Collision and $250 per occurrence - Comprehensive).
If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher
insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other person
or entity designated by Lessor as additional insureds and loss payees, as their respective interests may appear. Further, each such insurance policy must provide
the following: (i) that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other person or entity
designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii) that no act or default of Lessee or any
other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns to recover under such
policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii) that the coverage is 'primary coverage" for the protection of Lessee,
Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by Lessee, Lessor, Servicer,
any other agent of Lessor or any of their respective successors or assigns protecting against similar risks. Original certificates evidencing such coverage and
naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor as additional insureds and loss payees shall be furnished
to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by Lessor from time to time. In the event of default, Lessee hereby
appoints Lessor, Servicer and any other agent of Lessor as Lessee's attorney -in -fact to receive payment of, to endorse all checks and other documents and to
take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so. Any expense of Lessor, Servicer or any other agent
of Lessor in adjusting or collecting insurance shall be borne by Lessee.
Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation,
defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death, personal
injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim
and forward to Lessor a copy of every demand, notice summons or other process received in connection with such claim or action.
(b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver Lessor agrees that
(A) Lessee will not be required to obtain or maintain the minimum physical damage insurance (collision and comprehensive) required under Section 11(a) for
the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the Vehicle(s) covered by
such Schedule; provided, however 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
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Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property and/or personal effects contained in a covered Vehicle
In the event of a Casualty Occurrence to a covered Vehicle, Lessor may, at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle,
which replacement vehicle will then constitute the "Vehicle" for purposes of this Agreement; and (ii) if Section 4 of a Schedule includes a charge for commercial
automobile liability enrollment, Lessor agrees that it will, at its expense, obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a
commercial automobile liability insurance policy issued by an insurance company selected by Lessor, commercial automobile liability insurance satisfying the
minimum commercial automobile liability insurance required under Section 11(a) for the Vehicle(s) covered by such Schedule. Lessor may at any time during the
applicable Term terminate said obligation to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage
waiver and/or commercial automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice. Upon such cancellation, insurance in the
minimum amounts as set forth in 11(a) shall be obtained and maintained by Lessee at Lessee's expense. An adjustment will be made in monthly rental charges
payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten (10) days after mailing
of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or commercial automobile
liability enrollment upon giving Lessee at least thirty (30) days prior written notice
12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective
successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason
of Lessee's breach or violation of or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage, theft
or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any Vehicle. The provisions of this Section 12
shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the
foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law.
13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all inspections of the
Vehicles required by any governmental authority during the Term. Lessor, Servicer any other agent of Lessor and any of their respective successors or assigns
will have the right to inspect any Vehicle at any reasonable time(s) during the Term and for this purpose to enter into or upon any building or place where
any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to provide such written and signed disclosure
information on such forms and in such manner as directed by Lessor. Providing false information or failure to complete the odometer disclosure form as required
by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and other financial information
regarding Lessee as Lessor may from time to time reasonably request.
14. DEFAULT; REMEDIES: The following shall constitute events of default ("Events of Default") by Lessee under this Agreement: (a) if Lessee fails to pay when
due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10) days; (b) if Lessee fails to perform, keep or
observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee fails to perform, keep or observe any other term, provision or
covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer
or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any
Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the obligations of Lessee under
this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent Jurisdiction, or
if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further
liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any
such guaranty; (f) the occurrence of a material adverse change in the financial condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor
is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, The Crawford Group, Inc. or any direct or indirect
subsidiary of The Crawford Group Inc . For purposes of this Section 14, the term "guarantor' shall mean any present or future guarantor of all or any portion of
the obligations of Lessee under this Agreement
Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any election
of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee,
without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination
or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors shall have the right to enter upon any
premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under
this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors
or assigns by reason of Lessee's default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable
attorneys' fees and expenses incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting
enforcement of Lessor's rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings;
(d) upon written notice to Lessee, Lessor may terminate Lessee's rights under this Agreement (e) with respect to each Vehicle, Lessor may recover from Lessee
all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale
value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (it) the calculations described in the first two sentences of Section 3(c) shall be
made without giving effect to clause (ii) in each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under
the Uniform Commercial Code any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee.
Any termination shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay
any indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative.
15. ASSIGNMENTS* Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this Agreement
to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to Lessor under this
Agreement to pay all such amounts to such assignee pledgee or transferee. Any such assignee, pledgee or transferee of any rights or obligations of Lessor under
this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in and to the Vehicles are and will continue
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at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter executed by Lessor with or in favor of any such
assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the Vehicles so long as no Event of Default under this Agreement
has occurred and is continuing. Lessee acknowledges and agrees that the rights of any assignee, pledgee or transferee in and to any amounts payable by the
Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever, or to any defense,
setoff, counterclaim or recoupment whatsoever whether by reason of any damage to or loss or destruction of any Vehicle or by reason of any defect in or failure
of title of the Lessor or interruption from whatsoever cause in the use, operation or possession of any Vehicle, or by reason of any indebtedness or liability
howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee or to any other person or entity, or for any other reason.
Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this Agreement
or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee's interest in this
Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession of any Vehicle (except
for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.
16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an instrument
in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this
Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of
any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy, which Lessor would otherwise have on
any future occasion. If any term or provision of this Agreement or any application of any such term or provision is invalid or unenforceable, the remainder of this
Agreement and any other application of such term or provision will not be affected thereby. Giving of all notices under this Agreement will be sufficient if mailed
by certified mail to a party at its address set forth below or at such other address as such party may provide in writing from time to time. Any such notice mailed
to such address will be effective one (1) day after deposit in the United States mail, duly addressed, with certified mad, postage prepaid. Lessee will promptly
notify Lessor of any change in Lessee's address. This Agreement may be executed in multiple counterparts (including facsimile and pdf counterparts), but the
counterpart marked "ORIGINAL' by Lessor will be the original lease for purposes of applicable law. All of the representations, warranties, covenants, agreements
and obligations of each Lessee under this Agreement (if more than one) are joint and several.
17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs,
executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their respective
successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri (determined without
reference to conflict of law principles).
18. NON -PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all indebtedness
of Lessor, it shall not institute against or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 18 shall
survive termination of this Master Equity Lease Agreement.
19. NON -APPROPRIATION: Lessee s funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor acknowledges
that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligations that financially bind future
governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or State to appropriate
funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any Schedules relating hereto are contingent
upon appropriation of funds The parties further agree that should the County or State fail to appropriate such funds, the Lessor shall be paid all rentals due
and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be paid for any reasonable damages. These reasonable
damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open used car market prior to the end of the scheduled term (as
determined in Section 3 and Section 14 of this Agreement).
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written.
LESSEE: City of Waterloo, Iowa
Signature. &t&u,t#ttn, Nit
By: Quentin Hart
Title: Mayor
Address: 715 Mulberry St
Waterloo, IA, 50703
Date Signed: February 9, 2021
Initials: EFM 4P•51Customer
LESSOR: Enterprise FM Trust
By: Enterprise Fleet
Management, Inc. its attorney in fact
S 'Fl
Signature. !""
By:
Title:
Jesse sparks
Finance Manager
Address: 5359 Merriam Dr
Merriam, KS 66203
Date Signed: February 9, 2021
DocuSign Envelope ID: A0476745-E592 4704-B132-7EE8B7E199FC
FLEET MANAGEMENT
SELF-INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT
(Physical Damage Only)
This Addendum is made to the Master Equity Lease Agreement dated 8 day of February 2021 , as amended (the "Agreement"),
by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor"), and the lessee whose name is set forth on the signature line below ('Lessee").
This Addendum is attached to and made a part of the Agreement (including each Schedule to the Agreement). All capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
Notwithstanding the provisions of Section 11 of the Agreement, Lessee shall be permitted to assume and self -insure the risks covered by the
Physical Damage insurance policy set forth in Section 11 of the Agreement and shall not be required to purchase or maintain any Physical Damage insurance policy
of any kind with respect to any Vehicle; provided, however, that if any Federal, state, local or other law, statute, rule, regulation or ordinance requires Lessee to maintain
any amount of Physical Damage insurance with respect to any Vehicle, Lessee shall purchase and maintain such amount of Physical Damage insurance in the form of
a Physical Damage insurance policy which complies in all respects, other than the amount of Physical Damage insurance required, with Section 11 of the Agreement.
Notwithstanding the foregoing, if (1) Lessor, at any time in its good faith judgment, is not satisfied with the condition, prospects or performances,
financial or otherwise, of Lessee or (2) any default or event of default occurs under the Agreement than Lessor may, at its option, revoke this Addendum and terminate
Lessee's right to self -insure by providing Lessee with at least thirty (30) days prior written notice thereof. Upon the termination of Lessee s right to self -insure, Lessee
shall comply in all respects with Section 11 of the Agreement.
Except as amended hereby, all the terms and provisions of the Agreement shall remain in full force and effect. In the event of any conflict between
this Addendum and the Agreement or any of the Schedules, the terms and provisions of this Addendum will govern and control.
LESSEE
By:
Title:
City of Waterloo, Iowa
�At U�1Lt. NYIL
Quentin Hart
Mayor
Date Signed: February 9, 2021
LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc. its attorney in fact
By:
Title:
Jesse sparks
Finance Manager
Date Signed: February 9, 2021
•
G 2017 Enterprise Fleet P.lanagemenl. Inc. 102096_Self-Insurance Addendum (Equity. Physical Danage)
DocuSign Envelope ID: A0476745-E592-4704-B132-7EE8B7E199FC
FLEET MANAGEMENT
AMENDMENT TO MASTER EQUITY LEASE AGREEMENT
THIS AMENDMENT ('Amendment') dated this 8 day of February, 2021 is attached to, and made a part
of, the MASTER EQUITY LEASE AGREEMENT entered into on the 8 day of February 2021 ("Agreement") by
and between Enterpr'se FM Trust, a Delaware statutory trust ("Lessor') and C ty of Waterloo, Iowa ("Lessee"). This
Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the
parties
Section 2 of the Master Equity Lease Agreement is amended to read as follows:
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. The non -cancelable minimum Lease term for each
Scheduled Vehicle is 12 months (except for vehicles located in the State of Illinois where the non -cancelable
minimum lease term will be 367 days). Thereafter the Lease Term may be renewed monthly for the lesser of the
Maximum Lease term (autos: 50 months light trucks: 60 months; and medium -duty trucks: 60 months) or the
amortization term set in the respective Vehicle Schedule. Any termination prior to the end of term as specified in the
Lease Schedule is subject to all of the provisions defined in Section 3 — Rent and other Charges.
Section 3(c) of the Master Equity Lease Agreement is amended to read as follows:
As an incentive to the customer to maintain the Value of the Vehicles by good maintenance, repair and careful use
during the Lease Term, the parties agree that the enhancement or reduction in value shall be compensated as
follows:
Lessor agrees to pay Lessee within thirty (30) days after the end of the Term for each Vehicle, a refund of rent equal
to the excess, if any, of the wholesale Value of such Vehicle as determined by Lessor in good faith over the Book
value of such Vehicle.
Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to
the difference, if any, of the Book Value of such Vehicle over the wholesale value of such Vehicle as determined by
Lessor in good faith.
However, if the Net Proceeds are less than the Guaranteed Residual (defined below), this rental charge is limited to
the amount of the difference between the Guaranteed Residual and the Book Value. The Guaranteed Residual is
20% of the Delivered Price at the end of the minimum lease term and thereafter, 20% of the Book Value as of the end
of the prior month. The Guaranteed Residual does not apply to Vehicles that have been subject to damage or any
abnormal or excessive wear and tear (as determined by Lessor in good faith).
The "Book Value" of a Vehicle means the sum of (i) the "Delivered Price" of the Vehicle as set forth in the applicable
Schedule minus (ii) the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus (in) all
accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle.
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 Iowa (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.
DocuSign Envelope ID: A0476745-E592-47D4-B132-7EE8B7E199FC
FLEET MANAGEMENT
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease
Agreement as of the day and year first above written.
autfitA,
City of Water oo, Iowa (Lessee)
By Quentin Hart
Title: Mayor
Enterprise FM Trust (Lessor)
By: Enterprise Fleet Management, Inc., its attorney in fact
By Jesse sparks
Title: Finance Manager
Date Signed: February 9, 2021 Date Signed: February 9, 2021
DocuSign Envelope ID: A0476745-E592 47D4-B132-7EE8B7E199FC
enterprise
FLEET MANAGEMENT
CONSIGNMENT AUCTION AGREEMENT
THIS AGREEMENT is entered into by and between Enterprise Fleet Management, Inc a Missouri Corporation (hereinafter referred to as
' Enterprise") and City of Waterloo, Iowa (hereinafter referred to as "CUSTOMER") on this 8 day of February
2021 (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 Municipal Government
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 in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
TERMS AND CONDITIONS
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 $ 300 ("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.
DocuSign Envelope ID: A0476745-E592 4704-8132-7EE8B7E199FC
8. Liens, Judgments Titles and Defects: CUSTOMER shall defend, indemnify and hold Enterprise its parent, employees and agents harmless from
and against any and all claims, expenses (including reasonable attorney's 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: 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.
10. 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 of all 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.
11. 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 be written as a primary policy and not contributing with any insurance coverage or self-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, Enterprises 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 Enterprises 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. Attorney's 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 attorney's 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" "CUSTOMER"
Signature:
Printed Name: Jesse Sparks
Title:
Finance Manager
Date Signed: February 9, 2021
Signature: &k l&Jlln, 8eutf
Printed Name: Quentin Hart
Title:
Mayor
Date Signed: February 9, 2021
DocuSign Envelope ID: A0476745-E592 4704-B132-7EE8B7E199FC
FLEET MANAGEMENT
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 City of Waterloo, Iowa
(hereinafter referred to as "CUSTOMER"), on the other hand on this 8 day of February , 2021 (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
in 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 Sell: 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 $ 300 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 6(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 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.
DocuSign Envelope ID: A0476745-E592-4704-B132-7EE8B7E199FC
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 Toss, 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 attorney's 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 attorney's 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. 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, 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. Compliance 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 less 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 or self-insurance or other means of owners 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. Attorney's 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 attorney's fees and costs for legal services rendered to the prevailing party.
DocuSign Envelope ID: A0476745-E592-47D4 B132-7EE8B7E199FC
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" "CUSTOMER"
Signature:
Jesse Sparks
Printed Name:
Title:
Finance Manager
Date Signed: February 9, 2021
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
Signature: &mkt & Ar
Printed Name: Quentin Hart
Title:
Mayor
Date Signed: February 9, 2021
Enterprise Rent-A-Car Company of Sacramento, LLC
Enterprise Rent-A-Car Company of Los 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-Car Company - Midwest, LLC
Enterprise RAC Company of Montana/Wyoming, LLC
DocuSign Envelope ID: A0476745-E592-47D4-B132-7EE8B7E199FC (Eq•
uity) Lease Rate Quote
MANAGEMENT "F'G"-" "'
Quote No: 4892742
Prepared For: City of Waterloo, Iowa
Unit #
Year 2021 Make Ford Model F-150
Series XL 4x4 SuperCrew Cab Styleside 6.5 ft. box 157 in. WB
Vehicle Order Type Ordered Term 12 State IA Customer# 599335
23 units
ft
Date 01/22/2021
AE/AM BG2
$ 32,857.00 Capitalized Price of Vehicle 1 All language and acknowledgments contained in the signed quote
apply to all vehicles that are ordered under this signed quote.
$ 0.00 * One -Time Registration Fee on Leased Vehicles 0.0000%
State IA
$ 230.00 * Initial License Fee
$ 0.00 * Registration Fee
$ 200.00 Other: (See Page 2)
$ 0.00 Capitalized Price Reduction
$ 0.00 * Tax on Capitalized Price Reduction
$ 0.00 Gain Applied From Prior Unit
$ 0.00 * Tax on Gain On Prior
$ 0.00 Security Deposit
$ 0.00 * Tax on Incentive ( Taxable Incentive Total : $0.00 )
$ 33,057.00
$ 413.21
$ 128.43
Order Information
Driver Name
Exterior Color (0 P) Oxford White
Interior Color (0 I) Black/Medium Dark Slate w/Cloth 40/20/4
Lie. Plate Type Unknown
GVWR 0
Total Capitalized Amount (Delivered Price)
Depreciation Reserve C, 1.2500%
Monthly Lease Charge (Based on Interest Rate - Subject to a Floor)2
$ 541.64 Total Monthly Rental Excluding Additional Services
Additional Fleet Management
Master Policy Enrollment Fees
$ 0.00 Commercial Automobile Liability Enrollment
Liability Limit $0.00
$ 0.00 Physical Damage Management Comp/Coll Deductible 0 / 0
$ 0.00 Full Maintenance Program 3 Contract Miles 0 OverMileage Charge $ 0.00 Per Mile
Incl: # Brake Sets (1 set = 1 Axle) 0 # Tires 0 Loaner Vehicle Not Included
$ 0.00 Additional Services SubTotal
$ 0.00 Use Tax 5.0000% State IA
$ 541.64 Total Monthly Rental Including Additional Services
$ 28,098.48 Reduced Book Value at 12 Months
$ 400.00 Service Charge Due at Lease Termination
Quote based on estimated annual mileage of 10,000
(Current market and vehicle conditions may also affect value of vehicle)
(Quote is Subject to Customer's Credit Approval)
Notes
Enterprise FM Trust will be the owner of the vehicle covered by this Quote. Enterprise FM Trust (not Enterprise Fleet Management) will be the Lessor of such vehicle under the Master Open -
End (Equity) Lease Agreement and shall have all rights and obligations of the Lessor under the Master Open - End (Equity) Lease Agreement with respect to such vehicle.
Lessee must maintain insurance coverage on the vehicle as set forth in Section 11 of the Master Open -End (Equity) Lease Agreement until the vehicle is sold.
ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR.
Lessee hereby authorizes this vehicle order, agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement and agrees that Lessor shall have the right to
collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle. Lessee certifies that it intends that more than 50% of the use of the vehicle is to be in a trade or
business of the Lessee.
LESSEE City of Waterloo, Iowa
BY lul, (kalif
TITLE Mayor
DATE February 9, 2021
* INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized Price of Vehicle May be Adjusted to Reflect Final Manufacturer's Invoice. Lessee Hereby Assigns to Lessor anyManufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee, Which Rebates
And/Or Incentives Have Been UsedBy Lessor to Reduce the Capitalized Price of the Vehicle.
2 Monthly Lease Charge Will Be Adjusted to Reflect the Interest Rate on the Delivery Date (Subject to a Floor).
3 The inclusion herein of references to maintenance fees/services are solely for the administrative convenience of Lessee. Notwithstanding the inclusion of such references in this [Invoice/Schedule/Quote], all such
maintenance services are to be performed by Enterprise Fleet Management, Inc., and all such maintenance fees are payable by Lessee solely for the account of Enterprise Fleet Management, Inc., pursuant to that certain
separate [Maintenance Agreement] entered into by and between Lessee and Enterprise Fleet Management, Inc.; provided that such maintenance fees are being billed by Enterprise FM Trust, and are payable at the direction
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DocuSign Envelope ID: A0476745-E592-47D4B132-7EE8B7E199F•C
l MANAGEMENT •.•F•cI'-E'-'"' quit y) Lease Rate Quote
Quote No: 4892742
of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.
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DocuSign Envelope ID: A0476745-E592-47134-B132-7EE8B7E199FC (Equity) Lease Rate Quote
MANAGEMENT %J JCI I `'"`'
Quote No: 4892742
Other Totals
D
Description
(B)illed
or
{C)apped°
Price
Initial Administration Fee
B
$ 60.00
Courtesy Delivery Fee
C
$ 200.00
Total Other Charges Billed
$ 60.00
Total Other Charges Capitalized
$ 200.00
Other Charges Total
$ 260.00
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Page 3 of 7
DocuSign Envelope ID: A0476745-E592-47D4-B132-7EE8B7E199FC E uit Lease Rate Quote
I MANAGEMENT vp,cr r-ter r.i ( q y�
Quote No: 4892742
VEHICLE INFORMATION:
2021 Ford F-150 XL 4x4 SuperCrew Cab Styleside 6.5 ft. box 157 in. WB - US
Series ID: W1E
Pricing Summary:
Base Vehicle
Total Options
Destination Charge
Total Price
INVOICE
$40,717
$842.00
$1,695.00
$43,254.00
MSRP
$42,635.00
$925.00
$1,695.00
$45,255.00
SELECTED COLOR:
Exterior:
Interior:
YZ-(0 P) Oxford White
CS-(0 I) Black/Medium Dark Slate w/Cloth 40/20/40 Front Seat
SELECTED OPTIONS:
CODE DESCRIPTION
101A Equipment Group 101A High
153 Front License Plate Bracket
157WB 157" Wheelbase
18B Black Platform Running Boards
44G Transmission: Electronic 10-Speed Automatic
50S Cruise Control
57Q Rear Window Defroster
595_ Fog Lamps
64C Wheels: 17" Silver Steel
76R Reverse Sensing System
924 Rear Window Fixed Privacy Glass
942 Daytime Running Lamps
995 Engine: 5.0L V8
C Cloth 40/20/40 Front Seat
CS_01 (0 I) Black/Medium Dark Slate w/Cloth 40/20/40 Front Seat
PAINT Monotone Paint Application
STDGV GVWR: 7,150 Ibs Payload Package
STDRD Radio: AM/FM Stereo w/6 Speakers
STDTR Tires: 265/70R17 OWL A/T
SYNC SYNC 4
X27 3.31 Axle Ratio
YZ_01 (0 P) Oxford White
INVOICE
$154.00
NC
STD
$228.00
Included
Included
$200.00
$128.00
Included
Included
$91 00
$41 00
Included
Included
NC
STD
Included
Included
Included
Included
Included
NC
MSRP
$170.00
NC
STD
$250.00
Included
Included
$220.00
$140.00
Included
Included
$100.00
$45.00
Included
Included
NC
STD
Included
Included
Included
Included
Included
NC
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DocuSign Envelope ID A0476745-E592-47D4-B132-7EE8B7E199FC
Body Exterior Features:
Number Of Doors 4
Rear Cargo Door Type: tailgate
Driver And Passenger Mirror: power remote manual folding side -view door mirrors
Convex Driver Mirror: convex driver and passenger mirror
Running Boards: running boards
Door Handles: black
Front And Rear Bumpers: black front and rear bumpers with body -coloured rub strip
Rear Step Bumper: rear step bumper
Front Tow Hooks: 2 front tow hooks
Front License Plate Bracket: front license plate bracket
Box Style: regular
Body Material: aluminum body material
: trailering with harness
Grille: black grille
Convenience Features:
Air Conditioning manual air conditioning
Cruise Control: cruise control with steering wheel controls
Power Windows: power windows with driver and passenger 1-touch down
Remote Keyless Entry: keyfob (all doors) remote keyless entry
Illuminated Entry: illuminated entry
Integrated Key Remote: integrated key/remote
Auto Locking: auto -locking doors
Remote Engine Start: remote engine start - smart device only
Steering Wheel: steering wheel with manual tilting, manual telescoping
Day -Night Rearview Mirror: day -night rearview mirror
Emergency SOS: SYNC 4 911 Assist emergency communication system
Front Cupholder: front and rear cupholders
Overhead Console: full overhead console with storage
Glove Box: locking glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
Dashboard Storage: dashboard storage
IP Storage: bin instrument -panel storage
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 1 12V DC power outlet
Entertainment Features:
radio AM/FM stereo with seek -scan
Radio Data System: radio data system
Voice Activated Radio: voice activated radio
Speed Sensitive Volume: speed -sensitive volume
Steering Wheel Radio Controls: steering -wheel mounted audio controls
Speakers: 6 speakers
Internet Access: FordPass Connect 4G Internet access
1st Row LCD: 2 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: fixed antenna
Lighting, Visibility and Instrumentation Features:
Headlamp Type delay -off aero-composite halogen headlamps
Auto -Dimming Headlights: Ford Co-Pilot360 - Auto High Beam auto high -beam headlights
Front Fog Lights: front fog lights
Cab Clearance Lights: cargo bed light
Front Wipers: variable intermittent wipers
Rear Window Defroster: rear window defroster
Tinted Windows: deep -tinted windows
Dome Light: dome light with fade
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DocuSign Envelope ID: A0476745-E592-47D4-B132-7EE8B7E199FC
Variable IP Lighting: variable instrument panel lighting
Display Type: analog display
Tachometer: tachometer
Voltometer: voltmeter
Compass: compass
Exterior Temp: outside -temperature display
Low Tire Pressure Warning: tire specific low -tire -pressure warning
Park Distance Control: Reverse Sensing System rear parking sensors
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Front Pedestrian Braking: pedestrian detection
Forward Collision Alert: forward collision
Oil Pressure Gauge: oil pressure gauge
Water Temp Gauge: water temp. gauge
Transmission Oil Temp Gauge: transmission oil temp. gauge
Clock: in -radio display clock
Rear Vision Camera: rear vision camera
Oil Pressure Warning: oil -pressure warning
Water Temp Warning: water -temp. warning
Battery Warning: battery warning
Lights On Warning: lights -on warning
Key in Ignition Warning: key -in -ignition warning
Low Fuel Warning: low -fuel warning
Door Ajar Warning: door -ajar warning
Brake Fluid Warning: brake -fluid warning
Safety And Security:
ABS four-wheel ABS brakes
Number of ABS Channels: 4 ABS channels
Brake Assistance: brake assist
Brake Type: four-wheel disc brakes
Vented Disc Brakes: front and rear ventilated disc brakes
Daytime Running Lights: daytime running lights
Spare Tire Type: full-size spare tire
S pare Tire Mount: underbody mounted spare tire w/crankdown
Driver Front Impact Airbag: driver and passenger front -impact airbags
Driver Side Airbag: seat -mounted driver and passenger side -impact airbags
Overhead Airbag: Safety Canopy System curtain 1st and 2nd row overhead airbag
Occupancy Sensor: front passenger airbag occupancy sensor
Height Adjustable Seatbelts: height adjustable front seatbelts
Seatbelt Pretensioners: front seatbelt pre-tensioners
3Point Rear Centre Seatbelt: 3 point rear centre seatbelt
S ide Impact Bars: side -impact bars
Perimeter Under Vehicle Lights: remote activated perimeter/approach lights
Tailgate/Rear Door Lock Type: tailgate/rear door lock included with power door locks
Rear Child Safety Locks: rear child safety locks
Ignition Disable: SecunLock immobilizer
Security System: security system
Panic Alarm: panic alarm
Electronic Stability: AdvanceTrac w/Roll Stability Control electronic stability stability control with anti -roll
Traction Control: ABS and driveline traction control
Front and Rear Headrests: manual adjustable front head restraints
Rear Headrest Control: 3 rear head restraints
Seats And Trim:
S eating Capacity max. seating capacity of 6
Front Bucket Seats: front split -bench 40-20-40 seats
Number of Driver Seat Adjustments: 4-way driver and passenger seat adjustments
Reclining Driver Seat: manual reclining driver and passenger seats
Driver Fore/Aft: manual driver and passenger fore/aft adjustment
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DocuSign Envelope ID: A0476745-E592 47D4-B132-7EE8B7E199FC
Rear Seat Type: rear 60-40 split -bench seat
Rear Folding Position: rear seat fold -up cushion
Leather Upholstery: cloth front and rear seat upholstery
Headliner Material: full cloth headliner
Floor Covering: full vinyl/rubber floor covering
Cabback Insulator: cabback insulator
Shift Knob Trim: urethane shift knob
Interior Accents: metal -look interior accents
Standard Engine:
Engine 400-hp, 5.0-liter V-8 (regular gas)
Standard Transmission:
Transmission 10-speed automatic w/ OD and PowerShift automatic
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