HomeMy WebLinkAboutA-24-270 Fully Executed Enterprise Agt..pdf Agreement No. 24-270
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FLEET MANAGEMENT
MOISTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this 4th day of June ,2024 .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 trom Lessor the vehicles(individually,a'Vehicle'and collecUvely,the
'Vehicles')described in the schedules from time to time delivered by Lessor to Lessee as set forth below('Schedule(a)')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 pert 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 deacrfption 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 We 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 servieer on behalf of Lessor,'Servioer)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('Tenn')for each Vehicle begins on the date such Vehicle is delivered to Lessee(the'Delivery Date')and,unless
terminated earlier in accordance with the terns 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,Open-End(Equity)Lease Rate Quotas,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 feat day of each month.Lessee agrees to pay Lessor interest charges, in connection with
the 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
'Depredation 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 tD 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 Tenn(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 and of the Tern 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(0)except as provided below,twenty percent
(20%)of the Delivered Price of such Vehida as set forth In the applicable Schedule.if the Book Value of such Vehicle Is less than the greater of(1)the wholesale
value of such Vehicle as determined by Lessor in good faith or(H)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 Tenn(subject to
Lessor's right to rsooup 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 p)the Terre for a Vehicle Is greater than forty-eight(48)months(including any extension of the Term for such Vehicle),(11)the
mileage on a Vehicle at the and of the Term is greater than 15,Do0 miles per year on average(prorated on a daffy basis)(I.e.,if the mileage on a Vehicle with a Term
of thirty six(36)months Is greater than 45,000 miles)Dr(ui)in the sole judgment of Lessor,s 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(11)In escth such sentence.The
'Book Value of a Vehicle means the sum of(1)the'Dellvered Price'of the Vehicle as set forth in the applicable Schedule minus(H)the total Depredation Reserve
paid by Lessee to lessor with respect to such Vehicle plus(ill)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 and of the applicable Tenn, except that the deposit will first be applied to and recouped
against any losses and/or damages suffered by Lessor ass result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed
by Lessee to Lessor.
(a) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty(20)days after its due dale will accrue interest,payable an
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(It)the highest rate
permitted by applicable law(the*Default Rate').
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(� If Lessee falls to pay any amount due under this Agreement or to comply with arty of the covenants contained in this Agreement,Lessor,Servicer or any other
agent of Lessor may,at its option,pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be repayable
by Lessee to Lessor upon demand together with interest thereon at the Default Rate.
(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments shall be made
in immediately available funds without setoff,counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any Casualty Occurrence
to any Vehicle nor any defect,unfitness or lack of governmental approval In,of,or with respect to,any Vehicle regardless of the cause or consequence nor any
breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle
regardless of the cause or consequence will relieve Lessee from the performance of any of Its obligations under this Agreement,including,without limitation,the
payment of rent and other amounts under this Agreement.
(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,state
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 agendas,including without limitation the federal guidance for
automated vehicles published by the Department of Transportation and the Federal Automated Vehicle Policy issued by the V.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 utWzed 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,licensing,registration,delivery,purchase,sale,rental,and Lessee's use
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 some.
H. 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.
T. 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,kensing and/or registration
laws of such other state.
B. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees,at Its expense,to(1)maintain the Vehicles In good condition,repair,maintenance and running order and in accordance with all manufacturer's
Instructions and warranty requirements and all legal requirements and(11)furnish atl 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(iQ 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(i)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, n the condition required by the terms of this Agreement).Any Alterations 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 and shall be free of any liens,charges
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,expense
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
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expenditure whatsoever in connection with any such Vehicle(s)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(N)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).
g. 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 RESPECTSAND 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 11mitation,any breach
or performance of this Agreement,regardless of(1)whether such damages were foreseeable,(ll)whether or not Lessor,Servicer or any other agent of Lessw 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
its 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
(-Casually 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 Vehicla,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,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 B passengers):
State of Vehicle Reaistratlon Coverage
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 (1001300/50)
-No Deductible
All Other States $300,000 Combined Single Limit Bodily Injury and Property Damage Per
Accident or$100,000 Bodily Injury Per Person Per Accident.$300,000
Per Accident and$50,0W Property Damage Per Accident(100/300/50)
No Deductible
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(h)Physical Damage Insurance(Collision&Comprehensive):Actual cash value of the applicable Vehicle.Maximum deductible 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 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,charge 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 fumished
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 atlomey4n-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 bome 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 Veh=cle, 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(s)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 shah not apply to, and Lessee shall be and remain liable and responsible for, damage to a
covered Vehicle caused by weer and tear or mechanical breakdown or failure,damage to or loss of any parts,accessories or components added to a covered
Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property and/or personal effects contained in a covered Vehicle.In
the event of a Casualty Occurrence to a covered Vehicle,Lessor may,at its option replace,rather than repair,the damaged Vehicle with an equivalent vehicle,
which replacement vehicle will then constitute the'Vehicle'for purposes of this Agreement;and(ii)if Section 4 of a Schedule includes a charge for commercial
automobile liability enrollment,Lessor agrees that it whl,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 Tenn 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 fumish 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
indemnhy 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 theirrespective 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 falls to perform,keep or observe any other term,provision or
covenant contained in this Agreement and any such failure shall remain unremedled 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 affect or shall be declared to be null and void by a court of competent jurisdiction,or
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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
admlta 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, Servlcer 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,Servioer,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(it)the calculations described in the first two sentences of Section 3(c)shall be made without
giving effect to clause(it)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.Lessees 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 rehnqulsh 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 arty
right or remedy under this Agreement on any one occasion shah 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,
Servicer'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 after deposit in the United States mail,duty addressed,with certified mail,postage
prepaid.Lessee will promptly notify Lessor of any change in Lessee's address.This Agreement may be executed in multiple counterparts(including facsimile and
pdf counterparts),but the counterpart marked"ORIGINAL'by Lessorwlll 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 low principles),
19, 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-6— Customerle±2--
of Lessor,it shall not natftuts againal,or join any other parson in Instituting against,Lessor any bankruptcy,reorganization,arrangement,insolvency or liquktstbn
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 s Fiscal Year basis and Is subod to annual appropriations.Lessor acknowledges
that Lessee Is a municipel corporation,Is precluded by the County or Stale Constitution and other laws from entertng into obligations that financially bind future
governing bodies,and that,therefore,nothing In this Agreernent 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 base tenns 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 shag be paid as rentab due and
owing hereunder up until the actual day of terninstion.In addition,Lessor reserves the right to be paid for any reasonable damages.Thews reasonable damages
will be limited to the losses krwrted by the Lessor for having to all the vehicles on the open used car market prior to the end of the scheduled term(as deternlned
In Section 3 and Section 14 of this AgreemwM.
IN WITNESS WHEREOF,Lessor and Less"have duty executed this Master Equity Lease Agreement as of the day and year first above written.
Imo,. LESSOR Enterprise FM Trust
C
LESSEE: Fresno County By: EnterprisAfleatManagement,Inc.its attorney in fed
Signature.
Signature:_ Y. 6CryS4 e Mertens
Nathan Mapig B
By: Finance Manager
Tltis:
Board of Supervisors,Chairman Title'
22M Tulare St.RM 300 Address: 150 N. Sunrise Ave
Address. Roseville,CA 95661
Fmwx%CA 93721
Oahe s
une y a oaf- 'g'led
�1
Oat.SOW: -
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of aliforma
By_ Deputy
FOR ACCOUNTING USE ONLY:
Fund No.: 1000
Subdess No: 10000
Org No_ mo
Account No.: 7355
Initiab: EFM Customer
FLEET MANAGEMENT
AMENDMENT TO MASTER EQUITY LEASE AGREEMENT
THIS AMENDMENT("Amendmenf)dated this 4th day of June , 2024 is attached to, and made a
part of, the MASTER EQUITY LEASE AGREEMENT entered into on the 4th day of June , 2024
("Agreement") by and between Enterprise FM Trust. a Delaware statutory trust ("Lessor") and Fresno County
("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby
acknowledged by the parties.
Section 3(e)of the Master Equity Lease Agreement is amended to read as follows:
Any rental payment or other amount owed by Lessee to Lessor which is not paid within thirty (30) 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").
Section 3(f)of the Master Equity Lease Agreement is amended to read as follows:
If Lessee fails to pay any amount due under this Agreement or to comply (subject to applicable cure periods)with any
of the covenants contained in this Agreement, Lessor, Servicer or any other agent of Lessor may, at its option, and
upon fifteen (15) days' written notice to Lessee 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.
Section 3(g)of the Master Equity Lease Agreement is amended to add to following paragraph:
In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim involving the
Vehicle, Lessor will, in good faith, attempt to resolve the Lessee's claims in a manner satisfactory to all parties and
Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with
the Vehicle's manufacturer with respect to claims relating to such Vehicle.
Section 4 of the Master Equity Lease Agreement is amended to read as follows
Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles Lessee
agrees to comply with, and cause its drivers to comply with all laws, statutes, rules, regulations and ordinances
(including without limitation such federal, state 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 Admin stration. Lessee agrees to keep the
Vehicles free of all liens, charges and encumbrances Lessee agrees that in no event will any Vehicle be used or
operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that
exceed the manufacturer's trailer towing recommendations Lessee agrees that no Vehicle is intended to be or will
be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal
statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first
obtaining Lessors written consent. At the expiration or earlier termination of this Agreement with respect to each
Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return
such Vehicle to Lessor at such place as mutually agreed upon by Lessor and Lessee 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.
Section 14 second paragraph of the Master Equity Lease Agreement is amended to read as follows:
E���
FLEET MANAGEMENT
Upon the occurrence of any Event of Default which is not cured after any required notice and/or cure period, Lessor
with 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 .mmediate 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 Vehices- (b) Lessor may enforce
performance by Lessee of its obligations under this Agreement; (c) Lessor may recover actual damages and
reasonable and documented 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 actual and documented 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 ass gns in attempting
or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is commenced) and/or in
connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate
Lessee's rights under this Agreement, (e)with respect to each Vehicle, Lessor may recover from Lessee all amounts
owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a
Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be$0 00
and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to
clause (ii) in each such sentence); and/or(f) Lessor may exercise any other right or remedy which may be available
to Lessor under the California Commercial Code and Uniform Commercial Code, any other appl cable 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.
In the event that Lessor fails to perform in a satisfactory manner its obligation under this Agreement or a Schedule
hereunder, Lessee may, in addition to any other remedy available at law or equity, provide Lessor with written notice
of Lessee's intent to terminate the Schedule or portion of the Schedule directly related to Lessor's breach or non-
performance. Such termination shall take effect automatically unless Lessor cures the breach or non performance
within five (5)business days of receipt of Lessee's notice,with no penalties or additional changes incurred by Lessee
Lessee reserves the right to cancel this Agreement for any reason at all upon thirty (30) days prior written notice to
Lessor. In the event of such termination, Lessor shall be paid all rentals due and ow ng hereunder up until the actual
day of termination in accordance with Section 3(b) and 3(c) of the Master Equity Lease Agreement. Additionally
termination should not affect Lessee's obligation to pay any indemnities under this Agreement.
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 prnciples)
Section 19 of the Master Equity Lease Agreement is amended to read as follows
Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
acknowledges that Lessee is a political subdivision of the State of California, is precluded by the State Constitution
and other laws from entering into obligations that financially bind future governing bod es and that therefore nothing
in this Agreement shall constitute an obligation of future legislative bodies of the Lessee to approprate 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
Lessee fail to appropriate such funds, Lessee may terminate the agreement by giving at least thirty (30) days' prior
written notice to Lessor, 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 sel 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)
FLEET MANAGEMENT
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.
Fresno County(Lessee) Ent4risg FM Trust(lessor
By:Enterprise Fleet Management,Inc.,its attorney in fact
gy Nathan Magsig gy
Title: Board of Supervisors,Chairman Title:
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of alifornia
By_ Deputy
SERVICE AGREEMENT
This Agreement is entered into as of the 'f''day of 2024,by and between
Enterprise Fleet Management, Inc., (EFM),a Missouri corporation,and Fresno County.
Enterprise Fleet Management, Inc. is the"Servicer'as denoted by the MASTER EQUITY
LEASE AGREEMENT that is by and between Enterprise FM Trust, a Delaware statutory trust and
Fresno County,
WITNESSETH:
Scope of Service: This Agreement shall be effective as of June 10, 2024 and shall
continue for two (2) years with one optional one (1) year extensions, unless terminated earlier
in accordance with the terms of the Master Equity Lease Agreement.
IN WITNESS WHEREOF, EFM and the Fresno County have executed this Service
Agreement as of the day and year first above written.
Company: Fresno County EFM: E TERPRISE FLEET MANAGEMENT INC.
By. Nathan Magsig By,
Title: Board of Supervisors, Chairman Title:
Address: 2281 Tulare St. RM 300 Address.
Fresno, CA 93721 vl�G Aft.
q�4lc�
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of C lifornia
By Deputy
FLEET MANAGEMENT
SELF-INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT
(Physical Damage and Liability)
This Addendum is made to the Master Equity Lease Agreement dated the J+! E' T 2024,as amended(the
"Agreement"),by and between Enterprise FM Trust,a Delaware statutory trust("Lessor*),and the iessec 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 I I of the Agreement,Lessee shall be permitted to assume and self-insure the
risks set forth in Section I I of the Agreement and shall not be required to purchase or maintain any insurance policy of any kind with respect to
any Vehicle;provided.however,that if any Federal,state,local or other law,statute,rule,regulation or ordinance requires Lessee to maintain any
amount of insurance with respect to any Vehicle,Lessee shall purchase and maintain such amount of Insurance in the form of an insurance policy
which complies in all respects,other than the amount of insurance required,with Section i 1 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 Lesseds right to seif-insure,Lessee shall comply in all respects with Section 1 I 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 Fresno County LESSOR Enterprise FM Trust
By Enterprise Fleet Management,Inc,its attorney in fact
By Nathan Magsig By 415
Title Board of Supervisors,Chariman Title. WM"
-L
� A
Date Signed� �l�ti Kph ,ol�o7� Date Signed, "j�}r ka(IY �`-61 ,
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
County of Fresno, State of California
By
Deputy