Exhibit 2 144
GENERAL INSTRUCTIONS, TERMS AND CONDITIONS
A. Proposals shall be prepared to simply and economically provide a straightforward, concise description of the Consultant's ability to meet the requirements of this RFP.
Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and an understanding of City's objectives.
B. Consultants shall carefully read the information contained in this RFP and shall submit complete responses to all requirements and questions as directed. Incomplete proposals may be considered non -responsive and may be rejected in the City's discretion. The submission of a response to this RFP shall be deemed a representation and certification by the Consultant that it has read and understood the RFP, has investigated all aspects of the RFP, and is aware of the applicable facts pertaining to the RFP process, its procedures and requirements. No request for modification of the responses to this request shall be considered after its submission on grounds that the Consultant was not fully informed as to any facts or condition.
C. Consultants should be aware that the RFP and the contents of the successful proposal will become a part of any subsequent contractual documents that may arise from this RFP. Following the Proposal Submission Deadline, the City, pursuant to the California Public Records Act (Govt. Code section 7920.000 et seq.) reserves the right to make copies of all submitted proposals available for inspection and copying by any interested member of the public, except to the limited extent the City determines that any information contained in a proposal is legally privileged under the California Public Records Act. By submission of a proposal, Consultants acknowledge and agree that their proposal and any information contained therein may be disclosed by the City to interested members of the public, including other Consultants. All responses to the RFP received become a matter of public record and shall be regarded as public records, with the exception of those elements in each proposal which are defined by the Consultant as business or trade secrets and plainly marked as "Confidential," "Trade Secret," or "Proprietary." The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as "Confidential," "Trade Secret," or "Proprietary" or if disclosure is required under the Public Records Act.
Any proposal which contains language purporting to render all or significant portions of the proposal "Confidential," "Trade Secret," or "Proprietary" shall be regarded as nonresponsive.
D. Consultant shall be solely and exclusively responsible for all costs incurred in connection with the preparation and submission of the proposals; demonstrations; interviews; preparation of responses to questions and requests for additional information; for agreement discussions; or for anything in any way related to this RFP. The City is not liable for any costs incurred by a Consultant in response to this RFP. Whether or not a Consultant is awarded an Agreement pursuant to this RFP, no Consultant shall be entitled to reimbursement for any costs or expenses associated with the Consultant's participation in this RFP process. Failure to comply with all requirements contained in this RFP may result in the rejection of a proposal.
Exhibit 2 145
E. The City operates and is funded on a fiscal year basis. Accordingly, the City reserves the right to terminate, without any liability, any Agreement for which funding is not available.
F. The City shall not be responsible for any verbal communication between any employee of the City and any Consultant. Only written requirements and qualifications will be considered. No oral statement of any person shall modify or otherwise change, or affect the terms, conditions, or specifications stated in the resulting agreement.
G. Receipt of an addendum of the RFP by a proposal must be acknowledged by submitting the signed addendum with the proposal.
H. A proposal may be modified or withdrawn in person at any time before the scheduled due date, provided a receipt for the withdrawn proposal is signed by the Consultant's authorized representative. The City reserves the right to request proof of authorization to withdraw a proposal. Proposals may not be withdrawn after the proposal closing date and each Consultant agrees to this stipulation upon submittal of its proposal. However, all proposals are subject to negotiation before an agreement is awarded as further described below.
The City may, in the evaluation of proposals, request clarification from Consultants regarding their proposals, obtain additional material or literature, and pursue other avenues of research as necessary to ensure that a thorough evaluation is conducted.
J. By submitting a proposal in response to this RFP, the Consultant accepts the evaluation process and acknowledges and accepts that determination will require subjective judgments by the City.
K. Negotiations may be conducted with responsible Consultants who submit proposals that are reasonably susceptible of being selected. All Consultants reasonably susceptible of being selected based on criteria set forth in this RFP may be given an opportunity to make a presentation and/or interview. Although this process will ultimately result in the award of a single agreement, the City reserves the right to negotiate an agreement with more than one Consultant.
L. The City expects the highest level of ethical conduct from Consultants, including adherence to all applicable laws and local ordinances regarding ethical behavior.
M. The City reserves the right to reject any and all proposals received as a result of this RFP. The City's potential award of an Agreement will not be based on any single factor, nor will it be based solely or exclusively on the lowest cost proposal. If an Agreement is awarded, it will be awarded to the Consultant who in the judgment of the City, has presented an optimal balance of relevant experience, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal(s) is best for the City. The City reserves the right to cancel or modify this RFP. There is no guarantee that the City will award an Agreement.
N. If an agreement cannot be reached with the highest ranked Consultant, City reserves
Exhibit 2 146
the right to terminate negotiations with that party and enter negotiations with the next highest ranked Consultant.
O. Factors such as, but not limited to, any of the following may be considered just cause to disqualify a response to the RFP without further consideration- 1 . Evidence of collusion, directly or indirectly, among Consultants in regard to the amount, terms, or conditions of this proposal;
2. Any attempt to improperly influence any member of the selection staff;
3. Existence of any lawsuit, unresolved contractual claim or dispute between Consultant and the City;
4. Evidence of incorrect information submitted as part of the RFP;
5. Evidence of Consultant's inability to successfully complete the responsibilities and obligations of the proposed scope of work; and
6. Consultant's default under any agreement, which results in termination of the Agreement.
P. Acceptance of any proposal is contingent upon the Consultant's certification and agreement by submittal of its offer, to comply and act in accordance with all provisions of the City's Municipal Code.
Q. The successful Consultant shall not discriminate, in any way, against any person based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, or any other protected classification in connection with or related to the performance of the Agreement.
Any questions or clarification related to the contents of the RFP must be submitted to Veronica Jaramillo, Housing Specialist II, by July 15, 2024. Oral explanations or instructions given prior to the opening of the offer shall not be binding. The City shall issue any official Addendums in writing or via https://www.belIgardens.org/i-want-to/view-bids-rfps/rfps-and-bids to all Consultants.
V. SCOPE OF SERVICES
The Scope of Work, as may be modified through negotiation and/or by written addendum, will be made a part of the future Agreement. Please provide brief itemized answers that correspond to each numbered section that clearly describe how your proposal would approach the task.
The selected Consultant would be responsible for providing the following services to the City:
Per Chapter 5.62 "Rent Stabilization" and Chapter 5.63 "Tenant Eviction Protections" Section
5.62.110 in Ordinance No. 925, the City's Housing Division is responsible in ensuring that Ordinance No. 925 is being followed. The Housing Division is authorized to take appropriate steps it deems necessary to administer and enforce this Chapter. Implementation of the Bell Gardens Municipal Code ensures the continued practice of the City's Ordinance to protect tenants from excessive rent increases and to limit the displacement of vulnerable residents by ensuring that this Ordinance further limits the reasons for termination of a residential tenancy, which also provides for higher relocation assistance amounts, or provides additional tenant
Exhibit 2 147
protections that are not prohibited by any other provision of law. The Ordinance also ensures that health and safety standards throughout residential rental units are met. The City seeks qualified Consultants to provide the following services, as needed, and in coordination with the appropriate staff.
A. Scope of Services-
1 . Shall serve as the City's neutral third -party administrative advisor for the Rent Stabilization and Tenant Eviction Protections Ordinance.
2. Provide advisory legal services to assist the City with an objective review of any appeals made in writing by any party dissatisfied by the City's final decision as well as any requested appearances before the City's Hearing Officer. This representation will not include litigation.
3. The chosen law firm agrees to take direction from Olivarez, Madruga Law Organization, LLP (OMLO) who is the City's primary counsel.
B. Requirements:
1. Member in good standing with the California Bar.
2. Have a reputation for reliability, honesty, and integrity; maintain professional liability insurance and all other insurance requirements listed in the sample Professional Services Agreement.
3. Minimum of five (5) years' experience in housing tenant rights and mobilehome parks municipality and State Law and have prior experience with implementation of rent stabilization and/or rent control within other local municipalities.
4. Have no conflicts of interests within the meaning of the Political Reform Act, common law conflicts, or Government Code section 1090.
C. Cost and Pricing
1. Proposal must include an annual not -to -exceed amount for the services requested.
2. Hourly rate shall be no more than $245 per hour. If the scope of work is substantially modified, the extra cost or credit must be negotiated based on the submitted hourly rates.
3. Proposals must include overhead, travel and any additional project costs proposed.
All items must be itemized in detail.
VI. PROPOSAL FORMAT AND CONTENT REQUIREMENTS
The following instructions describe the form in which proposals must be submitted.
Responses to the following items will be used for proposal evaluation. Proposals that do not contain responses to each of the requirement items will be considered incomplete and may be rejected.
Proposal documents should provide a straightforward, concise description of the Consultant's capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness,
Exhibit 2 148
clarity of content, and conveyance of the information requested by the City. The requirements stated do not preclude a consultant from furnishing additional reports, functions, and costs as deemed appropriate.
The proposal must contain the following elements describing how the Consultant will perform the assignment:
A. Transmittal Letter-
1 . A letter of transmittal signed by an individual authorized to bind the proposer stating the proposer has read and will comply with all terms and conditions of the RFP. The transmittal letter will contain, at a minimum: a) company name and address; and b) an executive summary briefly describing the proposer's ability to perform the work requested, a history of the Consultant's background, and experience providing services.
2. Conflict of Interest Statement: The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement. Particular attention should be paid to compliance with Government Code section 1090.
B. Management and Staffing:
1. Describe the management and staffing configuration to be utilized to complete the scope of work. Describe the qualifications of staff to be assigned to the project, their title, and types and amount of equivalent experience. Resumes of all proposed personnel must be included. The proposal must indicate who will have primary responsibility for this work.
C. Office location and accessibility to the City.
D. Provide professional references.
1. A list of at least three (3) recent references, including local government agencies where a similar service is or has been provided and any private clients. Include a) the names and telephone numbers of the firm and the key managers and professionals assigned to the project, b) brief description of the project, and c) time period for the project.
E. Additions or Exceptions:
1. A single and separate section with the heading "ADDITIONS OR EXCEPTIONS TO THE CITY'S REQUEST FOR PROPOSAL" containing a complete and detailed description of all the Consultant's exceptions to the provisions and conditions of the attached City standard professional services contract.
Exhibit 2 149
F. Pending Litigation:
1. Include an explanation and status, if in the last five (5) years, the firm or an office or principal of the firm has been involved in any substantiated complaints, litigation, legal proceedings, or investigations by a regulatory authority.
G. Insurance:
1. Evidence of commercial liability, professional liability, and workers compensation insurance coverages must be included. Insurance requirements are listed on the sample agreement attached as Exhibit "A."
VII. EVALUATION CRITERIA
The award of this Agreement will be made to the most qualified Law Firm whose proposal complies with the prescribed requirements. The City reserves the right to reject any or all proposals and to waive any technical errors, irregularities, or discrepancies, if to do so is deemed to serve the best interests of the City. In no event will an award be made until all necessary investigations are made as to the responsibility and qualifications of the Law Firm to whom it is proposed to make such an award.
Proposals will be reviewed and evaluated by the Community Development Department and ranked based on the following considerations:
• Demonstrated experience in municipal rent stabilization, housing, tenant rights and mobilehome park laws, such as petitions to contest limits on rental increases and dissatisfied parties requesting for a base rent adjustment (Vega Adjustment); • Qualifications and expertise of the proposed team; and • Cost-effectiveness and reasonableness of the proposed budget.
If further clarifications or negotiations are required, on -site or virtual interviews may be conducted. Participation in these interviews will be at the expense of the Consultant. The interview panel would be made up of staff members or representatives from the City.
Recommendations will be forwarded to the City Council for final selection and award.
Proposals failing to provide sufficient information and assurances of performance to adequately assess each category of the required services and/or failing to comply with the requirements and conditions of this RFP may be given no further consideration.
Each proposal would be considered along with those of other responding Consultants, with respect to ability to perform effectively and efficiently those Scope of Services outlined in Section V, above.
Exhibit 2 150
Close coordination with the City is required to assure that all requirements will be met. The City reserves the right to withdraw this RFP at any time without any prior notice. Further, the City makes no representations that any Agreement will be awarded to any Consultant responding to this RFP. The City expressly reserves the right to postpone reviewing the proposals for its own convenience and to reject any or all proposals responding to this RFP without indicating any reasons for such rejection(s).
Exhibit 2 151
EXHIBIT "A"
SAMPLE PROFESSIONAL SERVICES AGREEMENT
Exhibit 2 152
2024
PROFESSIONAL SERVICES AGREEMENT
(Engagement: INSERT ENGAGEMENT)
(Parties: ENTER PARTY and City of Bell Gardens)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2024 (hereinafter, the
"Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and INSERT CONSULTANT (hereinafter, "CONSULTANT'). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONSULTANT interchangeably, as appropriate.
RECITALS
WHEREAS, CITY requires professional consulting services INSERT PROFESSIONAL SERVICES REQUIRED; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
1. ENGAGEMENT TERMS
1.1 SCOPE OF WORK:
A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled "INSERT TITLE" (hereinafter, "CITY RFP") dated INSERT DATE, and the written proposal of CONSULTANT entitled "INSERT TITLE" (hereinafter, the "CONSULTANT Proposal") dated INSERT DATE. The CITY RFP and the CONSULTANT Proposal are attached and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONSULTANT PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or 1 Exhibit 2 153
inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.
1.2 PROSECUTION OF WORK:
A. Time is of the essence of this Agreement and each and every provision contained herein. The Work shall be commenced within three (3) calendar days of CITY's issuance of a Notice to Proceed. CONSULTANT shall complete the various tasks identified in the Scope of Work within the timeframes set forth in the Scope of Work and shall complete all of the Work by or before INSERT COMPLETION DATE (the "Completion Date"); B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT's employees; and
E. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.3 COMPENSATION: CONSULTANT shall perform the Work in accordance with "INSERT TITLE OF COMPENSATION DOCUMENT" (hereinafter, the "COMPENSATION RATE"). The foregoing notwithstanding, CONSULTANT's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted aggregate sum of INSERT WRITTEN AMOUNT ($INSERT NUMBER) (hereinafter, the "Not -to -Exceed Sum") during the prosecution of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT's charges are projected to exceed the Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: Following the conclusion of the work requested in Section 1.1, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out- of-pocket expenses incurred. If the amount of CONSULTANT's compensation is a function of hours worked by CONSULTANT's personnel, the invoice should indicate the number of hours worked, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will 2 Exhibit 2 154
notify CONSULTANT in writing of any disputed amounts included in the invoice.
Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVE: The CITY hereby designates INSERT CITY REPRESENTATIVE (hereinafter, the "City Representative") to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement.
CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates INSERT CONSULTANT REPRESENTATIVE, to act as its representative for the performance of this Agreement (hereinafter, "Consultant Representative").
Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City 3 Exhibit 2 155
Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT's profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative;
C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom; E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT's employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT's employees, agents, 4 Exhibit 2 156
contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONSULTANT or on CONSULTANT's behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.
2.7 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of 5 Exhibit 2 157
CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT's exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.
CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.
CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
6 Exhibit 2 158
Ill.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
C. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.
D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT's profession. Such coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per claim.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from 7 Exhibit 2 159
insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT'S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT's insurance and will not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any Work. Upon CITY's written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.
3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement effective upon notice.
3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
a
Exhibit 2 160
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "City Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.
Notwithstanding the foregoing, to the extent CONSULTANT's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, orwillful misconduct of the CONSULTANT.
CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT's failure to either pay CITY promptly for any costs associated with CONSULTANT's obligations to indemnify the City Indemnitees under this Article, or related to CONSULTANT's failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers' compensation laws.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees s
Exhibit 2 161
to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.
4.6 CITY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY's intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.
CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.
CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to 10 Exhibit 2 162
the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2(B) and 5.2(C), below, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT will cure the Event of Default within the following time periods:
Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY's employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(i) that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(ii) that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) 11 Exhibit 2 163
the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONSULTANT within forty- five (45) calendar days of CONSULTANT's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT's performance under this Agreement pending
CONSULTANT's cure of any Event of Default by giving CONSULTANT written notice of CITY's intent to suspend CONSULTANT's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
12 Exhibit 2 164
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA, LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in 13 Exhibit 2 165
writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONSULTANT:
CITY:
INSERT CONSULTANT NAME
City of Bell Gardens
INSERT ADDRESS
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn: INSERT PERSON OF
Attn: INSERT DEPARTMENT
CONTACT NAME
Phone: 562-806-7700
Phone: INSERT PHONE NUMBER
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another, and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all 14 Exhibit 2 166
provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.
6.13 NO THIRD -PARTY BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
15 Exhibit 2 167
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT's sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be 16 Exhibit 2 168
valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and two original counterparts will be retained by CITY. (SIGNATURES ON NEXT PAGE)
17 Exhibit 2 169
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF BELL GARDENS: CONSULTANT NAME:
I101F1"1-
Title:
I101F1"1-
Title:
Date: Date:
APPROVED AS TO FORM:
go
Stephanie Vasquez, City Attorney
18 Exhibit 2 170
EXHIBIT "B"
CONSULTANT PROPOSAL
20 Exhibit 2 171
Amy Greyson
714.990.0901 1 Civic Center Circle, PO Box 1059
714.990.6230 Brea, California 92822-1059
'.:::: [email protected] rwglaw.com
October 24, 2024
VIA ELECTRONIC MAIL
Gus Romo
Deputy City Manager/Community Development Director
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, California 90201
Stephanie Vasquez, City Attorney
Olivarez Madruga Law Organization, LLP
500 S. Grand Avenue, Floor 12
Los Angeles, CA 90071
Re: Revised Cost Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services
Dear Mr. Romo and Ms. Vasquez:
This letter sets forth the revised Cost Proposal of Richards Watson & Gershon ("RWG") in response to the City of Bell Garden's Request for Proposals for Rent Stabilization & Tenant Eviction Protections Ordinance ("RSTEP") Advisory Services, based on and following the recent negotiations between our office and the City with regard to the terms of the Agreement to be entered into between RWG and the City for our provision of the RSTEP Services. This letter supersedes in full the updated cost proposal we previously sent by letter dated September 17, 2024.
As we discussed, RWG has authorized me to propose a revised blended rate for all attorneys of the firm, in the amount of $285 per hour, for the RSTEP Advisory Services. We have withdrawn our request that the annual cap be eliminated, and we mutually have agreed that the RSTEP Advisory Services will be subject to the Annual Not -to -Exceed Sum of $100,000, but that RWG shall have "no obligation to perform any services after the Annual Not -to -Exceed Sum is reached unless an amendment is first approved by the City Council." Further, the Agreement to be executed will reflect that if RWG's charges are projected to exceed the Annual Not -to - Exceed Sum prior to the expiration of the Agreement, the City may suspend our performance pending the City's approval of any anticipated expenditures in excess of the Annual Not -to - Exceed Sum or any other City approved amendment to the compensation terms of this Exhibi,t,2 r 1 ,, S4,M I U r'' u r Co �I. 'Sa(.172ui Ilu;
Gus Romo
Stephanie Vasquez, City Attorney
October 24, 2024
Agreement. The Firm withdraws the reference to Adjustments on page 9 of our original proposal dated July 29, 2024. The Firm also withdraws our "exceptions" that were listed in our original July 29, 2024 Proposal and the September 17, 2024 letter as those issues are resolved by the terms of the Agreement negotiated earlier this week. In addition, any litigation services, if requested, would also be subject to further negotiation between the City and the firm.
Except as otherwise indicated in this letter, no other changes are made to the terms of RWG's original Proposal dated July 29, 2024. We are hopeful that this letter addresses your concerns, and that we will be able to finalize an agreement in order to continue to provide exceptional representation to the City. If you have any questions or comments, please do not hesitate to contact us.
Very truly yours,
Amy Greyson
cc: Kayser Sume, Esq., Chairman, Board of Directors
Robin Harris, Esq.
99907-0004\3031717v2. d oc
Exhibit 2 173
t Y 0 U IG" S II d G
City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services
July 29, 2024
,,,Y IIII "'vyi GIII °INm'gy ilkIIII
1 Civic Center Circle, PO Box 1059
Brea, California 92822-1059
714.990.09011 [email protected]
Exhibit 2 ...,. —....17 ......... ......... ..... ......,, ,,,,,,,,, ......—
Exhibit 2
July 29, 2024
VIA ELECTRONIC MAIL
Veronica Jaramillo
Housing Specialist II
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, California 90201
Re: Request for Proposals for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services
Dear Ms. Jaramillo:
Richards Watson & Gershon (RWG) is pleased to submit this proposal in response to the City of Bell Garden's Request for Proposals for Rent Stabilization & Tenant Eviction Protections Ordinance ("RSTEP") Advisory Services. We propose Amy Greyson, who has provided these services to the City during this past year, to serve as lead attorney and primary contact person for these services. Robin Harris will provide additional expertise.
Amy works from the Firm's Orange County Office and I work from the Firm's Los Angeles office.
Our contact information is as follows:
Richards, Watson & Gershon
1 Civic Center Circle, PO Box 1059
Brea, California 92822
350 South Grand Avenue, 37t" Floor
Los Angeles, California 90071
Amy Greyson
Phone 1 714.990.0901
Email I [email protected]
Kayser O. Sume
Phone 1 213.626.8484
Email I [email protected]
RWG has read and will comply with the terms and conditions of the RFP with the following exceptions: (i) RWG cannot provide the requested services within the rate limits set forth in the RFP but is willing and proposes to provide such services at the rates for which it is currently working with the City on such matters; (ii) RWG proposes the annual "not to exceed" limit be eliminated from any legal services agreement; and (iii) RWG has noted other exceptions to the sample agreement in Section E.
'�� ICI rd I{ I ,.;^ V �F1'V ?4a „,,,I uw (sJi �"J) 4 „db E N ° S Fi 4 ) I'"„I City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 175 Page i
RWG does not have any financial, business, or other relationship with the City that would have an impact upon the outcome of the agreement.
We believe that the highly qualified team we are proposing and our familiarity with the City's ordinance and procedures, backed by RWG's extensive resources, will continue to provide exceptional representation to the City and we look forward to discussing our proposal with you.
If you have any questions or comments, please do not hesitate to contact us.
Very Truly Yours,
AayserO. Sume
Chairman, Board of Directors
Exhibit 2
'�� ICI rd I{ I ,.;^ VHF+y 414a „,,,I u w (sJi � " J) 4 „db E N ° S Fi 4 ) City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 176 Page ii
Exhibit 2
A. Transmittal Letter
B. Management and Staffing.................................................................................................... 1 Historyof the Firm........................................................................................................ 1 FirmExpertise............................................................................................................... 1 Advisory Legal Services Experience............................................................................... 1 RelationshipPartner..................................................................................................... 3 C. Office Location and Accessibility to the City......................................................................... 5 D. Professional References.......................................................................................................5 E. Additions or Exceptions to the City's Request for Proposal ................................................... 6 Exception to RFP terms: ................................................................................................ 6 Exceptions to Form Professional Services Agreement: .................................................. 6 F. Pending Litigation................................................................................................................. 7 Prior Litigation Involving RWG...................................................................................... 7 G. I nsurance............................................................................................................................. 8 H. Cost and Pricing................................................................................................................... 8 Exhibits
Exhibit A Attorney Resumes
Exhibit B Ceritficates of Insurance
G II IC II d I ,.;^ VHF+y ?'4a „,,,I� u w (ii I�, ") „db Ib & ° ,. ,.,} City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 177 Table of Contents
Exhibit 2
� "1
II lil stG ii G°IIII' °t he IIII'°�" lill IIII ��
Founded in 1954, RWG's dedicated team of lawyers has specialized in the representation of public entities of all types. We take an interdisciplinary approach to the challenges faced by California public agencies and municipalities from our offices located in Orange County, Los Angeles, San Francisco, Temecula, Sacramento, and the Central Coast. Our attorneys deliver practical, solutions -oriented advice tailored to the unique needs of our public clients. We have built a reputation as the lawyers of choice for clients seeking reliable, efficient, and effective legal counsel to help realize their goals.
RWG is proud of its longstanding commitment to helping California shape its future and the role we have played in the state's legal history. Our attorneys were instrumental during the incorporation of several California cities. We have a long track record of providing legal services to cities in connection with rent stabilization issues, including advice on mobilehome rent control ordinances; assistance in administrative proceedings related to permissive rent increase applications and applications for mobilehome park conversions; and defense of judicial challenges to cities' decisions in these areas.
C°° lilt Ill m lm4 i irti e
RWG delivers advisory and litigation services with a specialized focus on matters involving: public agency and municipal law; public works, construction, and contracting; economic development; administrative law and government regulation; eminent domain; labor and employment; environmental law; and real estate.
w is'wf"'9!II egi'flI °Serv'k:es 'I4it i o rIIim: m
For over 40 years, Amy Greyson has represented cities and other public agencies in advisory and advocacy capacities in administrative proceedings before mobilehome rent stabilization boards and commissions, city councils, and planning commissions. She also represents public agencies in litigation defending administrative decisions, often involving complex and controversial issues.
She has extensive experience in evaluating on -the -spot legal issues and conduct of proceedings requiring a balancing of public agency interests with the interests of applicants, opponents, and the general public. She assists decision makers on compliance with laws, ordinances, and regulations to ensure due process and fair hearings, including the following:
• Serving as neutral legal advisor to city mobilehome park rent control boards and commissions with regard to the interpretation and application of mobilehome park rent control ordinances; public hearing proceedings for presentation of written and oral R ICI [I I{ I ,.;^ VV1'%/ „,,,I S (sJi �"J) 4 „db E N "° S Fi 4 ) City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 178 Page 1
Exhibit 2
evidence and argument relating to rent increase applications; advice during deliberations; and preparation of written decisions based on board/commission action.
Serving as staff advocate on mobilehome park rent control applications before city mobilehome park rent control boards and commissions, including evaluation and analysis of rent increase applications under maintenance of net operating income (MNOI) and fair return methodologies, capital improvement applications, assistance in preparation of staff reports, presentation of witnesses, and argument in support of staff position.
Serving as the hearing officer for the City of Santa Clarita's Manufactured Home Park Rent Adjustment Program for five years, including review and analysis of appeals filed by Park Residents with respect to Standard and Non -Standard Space Rent Adjustments, conducting evidentiary hearings on appeals, and issuance of timely written decisions based on oral and written testimony submitted underthe City's Manufactured Home Park Rent Adjustment Procedures Ordinance (Chapter 6.40 of the Santa Clarita Municipal Code).
Serving as neutral legal advisor to city planning commissions and city councils on land use, planning, zoning, and CEQA issues related to land use applications. Amy helps to ensure compliance with state and city land use laws, ordinances, and policies, Americans with Disabilities Act, Ralph M. Brown Act, and fair hearing principles, including assistance in preparation of staff reports, and proposed ordinances and resolutions, and responding to commission/council inquiries during public hearings and appeals. • Serving as neutral legal advisor to city personnel boards and commissions with respect to disciplinary appeals and grievances, including interpretation and application of statutes, ordinances, and memoranda of understanding regulating personnel and labor relations, and preparing written decisions based on board/commission actions. • Serving as neutral legal advisor to public agency departments with regard to complaints of discrimination and harassment, including oversight of investigations, evaluation of investigation reports and recommended discipline of sustained complaints, and preparation of disciplinary documents memorializing action.
Serving as a mediator on a dispute between a mobilehome park owner and park residents over a proposed rent increase, pursuant to a mediation procedure established under a municipal ordinance.
• Serving as presenter of public workshops with owners and residents of mobilehome parks to obtain input for development, updating and implementation of mobilehome park rent control ordinances, including explanation of state and federal laws and court decisions regulating mobilehome parks and rent control and municipal ordinances and procedures, and responding to questions from stakeholders.
R ICI [""I? I{ I ,.;^ VV1'%/ „,,,I S (sJi ") 4 „db E N "° S Fi 4 ) City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 179 Page 2
Exhibit 2
• Conducting training sessions for public agency staff with regard to requirements for due process and fair hearings in administrative proceedings, Americans with Disabilities Act, Ralph M. Brown Act, Public Records Act, and conflicts of interests statutes and court decisions regulating administrative hearing bodies.
• Participating in mediation sessions to resolve disputes in pending litigation or PERB administrative proceedings.
Robin Harris regularly advises the City of Beverly Hills on issues regarding its rent stabilization ordinance, including amendments to the ordinance. She has addressed issues concerning registration of rental units, rent increases, evictions, and relocation. She has served as counsel to the Beverly Hills Rent Stabilization Commission, which was established to make recommendations to the City concerning possible amendments to the rent stabilization ordinance.
IC'l °ti inshiilIII 1114�") irtrieir
1 Civic Center Circle, PO Box 1059
Brea, California 92822
Phone: 714.990.0901
Email: [email protected]
Amy is a senior attorney in the Firm and a member of the Public Law Department and the Labor and Employment Department. Amy has been with the Firm since 1999, and has specialized in mobilehome, municipal, and labor and employment law for over 40 years, in both advisory and litigation capacities.
• Amy regularly advises city councils and rent control bodies on mobilehome park rent control, general rent control, and mobilehome park conversion issues, including drafting of ordinances and administrative regulations; evaluation of federal and state court decisions and new legislation; creation and implementation of rent stabilization procedures and applications and forms relating to petitions for rent increases and ordinance interpretations; and conduct of local administrative proceedings to consider rent increase applications. Amy has also assisted in the presentation of public workshops for Park Owners and Park Residents regarding administration and implementation of mobilehome park rent control ordinances. Amy has also served as a mediator in a rent control dispute on behalf of a city. She has been working in the area of mobilehome park rent control since 1984.
R /'1% „,,,I S (sJi ") 4 „db E N "'° S Fi 4 )
City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 180 Page 3
Exhibit 2
• Amy has achieved several litigation victories resulting in published appellate court decisions, including Robinson v. City of Yucaipa, 28 Cal. App. 4th 1506 (1994), in which the California Court of Appeal upheld the decision of the City of Yucaipa granting a capital improvement rent adjustment; and City of Highland v. County of San Bernardino, 4 Cal.
App. 4th 1174 (1992), in which the California Court of Appeal ruled that the County of San Bernardino failed to properly calculate Highland's property tax share following incorporation.
• Amy also has defended public entities in mandate proceedings, including the defense of challenges to mobilehome park rent control ordinances and apartment rent control ordinances; defended public agencies in litigation challenging disciplinary actions; and represented public agencies in proceedings before the California Public Employment Relations Board, and in arbitrations on grievances and collective bargaining disputes. • Amy has served as a member of the Ad Hoc Practicing Ethics Committee of the City Attorney's Department of the League of California Cities, as well as the Ad Hoc Due Process Committee for the League of California Cities, City Attorney's Department. Amy has also presented a paper on due process in quasi-judicial proceedings at the Annual Conference of the League of California Cities, and authored an article in "Western City" on due process issues. Amy previously served as a chapter chair for the Municipal Law Handbook Committee for the League of California Cities, City Attorneys Department. 350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Phone: 213.626.8484
E-mail: [email protected]
Robin is a shareholder of RWG and has more than 35 years of experience in public finance, public agency law, solid waste, and redevelopment law. Robin represents our clients in a wide range of financial transactions, including the formation of assessment districts and community facilities districts, and the levy of taxes and fees. Robin is experienced in the areas of redevelopment agency and successor agency tax -allocation bonds, special assessment bonds, Mello -Roos bonds, certificates of participation and revenue bonds, including bonds issued pursuant to the Marks - Roos Local Bond Pooling Act. Robin is experienced in all aspects of redevelopment law and for the past ten years has assisted in the wind down of dissolved redevelopment agencies. '�� ICI rd I{ I ,.;^ V �F1'V ?4a „,,,I uw (sJi �"J) 4 „db E N ° S Fi 4 ) I'"„I City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 181 Page 4
Exhibit 2
Robin has assisted numerous local agencies informing assessment districts under the Municipal Improvement Act of 1913, the Landscaping and Lighting Act of 1972, and the Business Improvement District Acts, as well as other statutes, and has extensive experience regarding the implications of Propositions 13, 62, 218, and 26 on such financing mechanisms as well as taxes and fees. Robin also has extensive experience advising cities regarding compliance with SB 1383 and the Surplus Land Act.
Robin provides advice to the City of Beverly Hills in connection with its rent stabilization ordinance.
Ilk
The City would be primarily supported by attorneys in our Brea and Los Angeles offices. We also have offices in Temecula, San Francisco, the Central Coast, and Sacramento, and subject matter specialists in those offices may serve the City from time to time. Our attorneys are available by telephone and video teleconference calls, as well as in -person meetings as requested. �����������������������������������������I�I�iili����li�Vil�iUl VIIW �i�l Ili II II IL.I II II II IL; I
�� �� �� �� IIjVIIIIVIIIII VI VIIIII VI IIIII� II�II IVII�I IIIII�I IVjIVI IIIII�I II VIIVII IIII II III IIIIIVII IIVIIVVIIVIIVIudVIIVIIIIVllul711�lp IIIIIII�II VIIIIIIIIVIlul7 Darlene Gerdes
Amy serves as legal advisor to City Council
Deputy City Manager/City Clerk
and City's Rent advisor on implementation
City of Calimesa
and administration of mobilehome rent
908 Park Avenue
stabilization, staff advocate on rent increase
Calimesa, California 92320
application hearings before Calimesa Mobile
Phone: 909.795.9801
Home Rent Stabilization Board.
Isra Shah, City Attorney
Amy serves as legal advisor to City's Housing
City of Palm Desert
Department and assists the City Attorney on
73510 Fred Waring Drive
implementation and administration of Palm
Palm Desert, California 92260
Desert's mobilehome rent stabilization
Phone: 760.776.6410
ordinance, including establishment of
procedures and evaluation of petitions for
interpretation.
'�� ICI rd I{ I ,.;^ V �F1'V ?4a „,,,I uw (sJi �"J) 4 „db E N ° S Fi 4 ) I'"„I City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 182 Page 5
Exhibit 2
Jennifer Crawford
Amy previously served as the legal advisor on
Assistant City Manager/Rent Administrator
drafting, updating, and administering the
City of Yucaipa
mobilehome rent stabilization program, for
37472 Yucaipa Boulevard
over 18 years. She also served as the legal
Yucaipa, California 92399
advisor to the Yucaipa Mobilehome Rent
Phone: 909.797.2489 ext. 236
Review Commission on the rent adjustment
process.
Alexa Smittle
Advice and assistance on planning, zoning,
Community Services Director
land use, code enforcement, and public
City of Seal Beach
works matters. Drafting and updating City
211 Eighth Street
ordinances, preparation and review of
Seal Beach, California 90740
resolutions and agreements.
Phone: 562.431.2527 ext. 1313
Y
With respect to the City's Request for Proposal, we request the following modifications:
m II eptiaiin °I IIII'° 1114'°' I ' r s:
C. Cost and Pricing: RWG cannot provide the requested services within the rate limits set forth in the RFP, but is willing and proposes to provide such services at the rates for which it is currently working with the City on such matters. We currently provide advisory services to the City at the hourly rate of $300 per hour, and we request modification of the hourly cap to be increased to $300 per hour.
m ll° ' Ij lim toIIIC°° IIIC'" °Illf' ''!' j lim IIII Serv,ices illk j reeli Haunt:
We have reviewed the sample agreement for Professional Services included with the Request for Proposals and find its basic structure to be an acceptable form of an agreement. The following additions or exceptions are requested:
Section 1.1 Scope of Work, subsection (a): We request language be added clarifying that all matters referred to and accepted by Consultant be confirmed in writing (which may include electronic mail) and be subject to clearing a review for professional conflicts.
Section 1.3, Compensation: RWG requests that the Not to Exceed provisions of this section be eliminated.
� ' � , ICI rd I{ 1 ,.;^ VHF'', „,,,I� u w (sJi ") „db E N ° ,. ,.,} 4 I'"„ City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 183 Page 6
Exhibit 2
Section 1.6, Abandonment by Consultant: We request that this provision be deleted in favor of a mutual termination provision without cause, as noted in our comment to Article V.
Section 3.3, Required Carrier Rating: We request a modification to confirm that surplus lines carriers authorized to do business in California are acceptable.
Section 3.5, Waiver of Subrogation: We request a modification to confirm that a waiver of subrogation shall not be required for Errors & Omissions insurance, nor for any claims, occurrences or matters that would be the subject of Errors & Omissions insurance.
Section 3.6, Verification of Coverage: With regard to insurance submissions, we request that the language be modified to allow RWG to provided specimen copies or copies where confidential, trade secret, client confidential information, and similar in formation is redacted.
IV. Indemnification: We request modifications to clarify that RWG's obligations only apply to the extent that damages, etc., are caused by RWG's errors or omissions.
V. Termination: We request modifications to create a mutual right of termination without cause.
In the alternative, we would request the termination provisions be modified to provide reciprocal default, cure, breach, and damages terms.
VI. Documents & Data; Licensing of Intellectual Property: We would a modification in this or any other similar provision, to exclude attorney work product.
Section 6.1, Documents & Data; Licensing of Intellectual Property: RWG would request clarification that material produced by RWG may only be used or reused for its intended purpose.
Section 6.2, Confidentiality: RWG would request confirmation that RWG is allowed to disclose that it works for the City of Bell Gardens and include the City's name on its public client lists.
C)H jt jgatiallin Illhin�laIllhaing IIWG
During the past five years there have been instances where the Firm or its attorneys were named as parties in actions by third -party non -clients arising out of RWG representation with regard to agency actions with which the third -party was dissatisfied. These meritless lawsuits typically are brought as an attempt to distract or intimidate our clients. RWG attorneys have been dismissed from all such matters at the present time, with the exception of one that is still in the pleading phase. RWG would be pleased to provide the City additional public record information on any of these open or closed matters upon request.
'�� ICI rd I{ I ,.;^ V �F1'V ?4a I uw (sJi �"J) 4 „db E N ° S Fi 4 ) City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 184 Page 7
Exhibit 2
The Firm maintains General Liability, Auto Liability, Workers Compensation and Professional Errors and Omissions insurance in the amounts required on page seven and eight of the sample agreement. We have included Certificates of Insurance as Exhibit B.
The proposed hourly billing rate for Amy Greyson is as follows:
Amy Greyson $300
Robin Harris $300
This is the same rate provided by Amy to the City for similar services earlier this year.
To the extent that the services of other Firm attorneys are utilized, such services would be billed at a rate of $300 per hour for shareholders and senior attorneys, $245 per hour for associate attorneys, and $195 per hour for paralegals and legal assistants.
Time incurred in providing legal services will be billed in increments of one -tenth of an hour. Our invoices provide detailed explanations of tasks performed, dates of work, and the name of the attorney that performed the work.
teirns BflIIIIIIecl Se liiratel'''!iI
Items such as mileage, photocopying, messenger and delivery services, and legal research services will be billed separately at the rates detailed below.
Travel and Mileage. The Firm will bill actual travel time for visits to the City and will bill mileage at the standard rate established by the IRS for calculating the operating expenses of an automobile used for business purposes.
Photocopying. Copies will be billed at $.10/page.
All other costs, including messenger and delivery services, and legal research services will be charged at the rate of the Firm's actual out-of-pocket expense. The Firm will not charge for word processing and similar clerical tasks.
'�� ICI rd I{ I ,.;^ V �F1'V ?4a I uw (sJi �"J) 4 „db E N ° S Fi 4 ) City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 185 Page 8
Exhibit 2
li'' II,Iv nents
RWG proposes that commencing on July 1, 2026, and on each July 1 thereafter, the monthly and hourly rates charged above automatically shall be increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for the Los Angeles -Long Beach -Anaheim region (or other applicable region as agreed upon by RWG and the City) statistical area ("CPI") for the twelve-month period ending on the immediately prior April 30. Should the Los Angeles -Long Beach -Anaheim CPI cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the City shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council. However, our rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPI increase exceeds that amount.
'�� ICI rd I{ I ,.;^ VHF+y 414a „,,,I u w (sJi � " J) 4 „db E N ° S Fi 4 ) City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 186 Page 9
Exhibit 2
E x hibit A
Z/01-&-y'll
� IF S (D G E F"'! S Fi C R �� C IC II
City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 187 Exhibit A - Resumes
Amy is a senior attorney in the Public Law Department and Labor and 1Ityy'TIICI AR1::AS
Employment Department of RWG, with more than 40 years of experience representing public entities on advisory and litigation matters. Amy's primary 1uLolc & II rnployrnr•Int
areas of focus include land use, zoning and CEQA matters, mobilehome park Wlnii ipal &. Flublic Agency
rent control and regulation, labor and employment, accommodating individuals aw
with disabilities in employment and in the provision of governmental programs, c IC I,113 A1:U A
services and activities under the Americans With Disabilities Act and California disability access laws, and all other aspects of municipal governance, including Brown Act & Open
the interpretation and application of the Brown Act, Public Records Act, and GowrermnerA
Political Reform Act.
Dllscv al ne & iermilnatiiarr
➢nd Use 171� inning & Zoning
WORK FOR CLIENTS
(MuirdclpA)
Mobilehorne Parks & Rent
Amy serves as the Assistant City Attorney for the City of Seal Beach, and also CControU
advises a wide range of departments for other firm clients including the Cities of Calimesa, San Bruno, Highland, Indio, Covina, Rancho Cucamonga, Monrovia, i' Uilr: U€rr..:k� D.--Documents
Palm Desert, and Redondo Beach. She also serves as a hearing officerfor the i`ent Contro
City of Santa Clarita Manufactured Home Space Rent Adjustment program. Amy previously served as Assistant City Attorney for the Cities of Yucaipa and Laguna Niguel.
J.D., IIJirfliversr y of C,alifoirrda,.
os An c:°Iles, School of Il-aw
PROFESSIONAL EXPERIENCE
B, ., �JrdvrclrrsiGy of Callrroirrd a,
S<alnGa r..:lrUZ
Prior to joining RWG in iggg, Amy served as Litigation Specialist -Deputy City Attorney for the City of Anaheim, and also served as a partner with the law firm of Brunick, Alvarez & Battersby, where she was Assistant City Attorney for the Cities of Cali mesa and Yucaipa, Deputy City Attorney for the City of Highland, and served as special counsel to the San Bernardino County Superintendent of Schools, the San Bernardino Community College District, and several county water districts. Amy also previously served as Deputy City Attorney for the City Exhibit 2 188
muuuuoi r
mmoi � uuuuu
of Garden Grove, Assistant City Attorney for the City of Oceanside, and Deputy City Attorney for the Cities of Claremont and La Verne.
Member, Los Angeles County Bar Association
United States District Court, Central District
Ninth Circuit Court of Appeals
311 9 ONI
Vu°^ Robinson v. City ofYucaipa, 28 Cal.App.4th i5o6 (1994) (Represented the City of Yucaipa in defending a challenge to capital improvement rent adjustment procedures under the city's mobilehome park rent control ordinance.)
Vu°^ City of Highland v. County of San Bernardino, 4 Cal.App.4th 13-74 (1992) (Successfully prevailed in challenge to the county's determination of the city's property tax share following incorporation.) Amy's notable projects and experience include:
Serves as legal advisor to city councils and planning commissions on land use, zoning and CEOA matters.
Serves as legal counsel advising mobilehome park rent control administrative bodies or as staff advocate on mobilehome park rent increase applications.
Vu"^ Provides ongoing advice and drafting of mobilehome park rent control ordinances, guidelines and forms as well as ordinances regulating mobilehome park conversions for several cities.
Vu°^ Provides ongoing advice and assistance in developing policies and procedures for cities to comply with disability access laws in employment and municipal programs, services, and activities.
Serves as legal advisor to cities on discipline and other civil service matters and drafting of related personnel rules, procedures and policies.
Exhibit 2 189
muuuuoi r
mmoi � uuuuu
Vm^ Provides legal advice and assistance to public agencies in connection with personnel investigations into complaints of sexual harassment, discrimination and other workplace issues and related discipline issues.
Vm^ Provides legal advice and assistance to public agencies in connection with employment -related disability accommodation issues, family medical leave and other leaves, and recruitment, training and other personnel issues, as well as collective bargaining, grievances and other representation matters.
Vu°^ Serves as Manufactured Home Park Space Rent Adjustment Appeal Hearing Officer for the City of Santa Clarita on appeals filed under the Santa Clarita Manufactured Home Park Rent Adjustment Procedures Ordinance.
Vu°^ Served on the Ad Hoc Practicing Ethics Committee for the League of California Cities (2023).
Vu°^ Served on the Municipal Law Handbook Editorial Committee for the League of California Cities (2012-2014).
Served on the Ad Hoc Due Process Committee for the League of California Cities (2009-2011).
NEWS
The Model Notice Regarding Disability Access Laws Is Now Available in Six Languages on the Division of the State Architect Website
03.07.2019
The Model Notice Regarding Disability Access Laws Is Available on the Division of the State Architect Website
01.02.2019
Cities Must Provide Public Notice Regarding Disability Access Laws to Applicants for Commercial Construction Building Permits and Business Licenses
12.19.2018
7 1,00: MAD OUR
Harassment Prevention Training for Supervisors and Officials (AB 1661) Cal Cities Mayor and Council Members Academy, 01.24.2024 Sexual Harassment Training for Supervisors
California Special Districts Association,10.24.2023
Harassment Prevention Training for Supervisors and Officials (AB 1661) League of California Cities Annual Conference, og.18.2021 Constructing Due Process Walls Following Morongo and Sabey League of California Cities Annual Conference, og.18.2021 Exhibit 2 190
muuuuoi r
mmoi � uuuuu
Reasonable Accommodation Under the ADA
ACC-OC (Association of California Cities Orange County) Lunch & Learn, 03.25.2020 Legal Nuts and Bolts of Mobile Home Acquisition and Relocation Chapter 67-IRWA, 05.11.2011
Fitness for Duty: A Practical and legal Approach, with Manny Tau, Psy.D, Baron Center, Inc.
CALPELRA,11.16.2005
Due Process Walls in the City Attorney's Office: Safeguarding Fair Hearings Western City Magazine, 10.2013
Exhibit 2 191
Robin has more than 35 years of experience in public finance, public agency law, and redevelopment law. Robin represents our clients in a wide range of financial transactions, including the formation of assessment districts and community facilities districts, and the levy of taxes and fees. Robin is experienced in the areas of redevelopment agency and successor agency tax -allocation bonds, special assessment bonds, Mello -Roos bonds, certificates of participation and revenue bonds, including bonds issued pursuant to the Marks -Roos Local Bond Pooling Act. Robin is experienced in all aspects of redevelopment law and for the past so years has assisted in the wind down of dissolved redevelopment agencies.
Robin has assisted numerous local agencies in forming assessment districts under the Municipal Improvement Act of 1913, the Landscaping and Lighting Act Of 1972, and the Business Improvement District Acts, as well as other statutes, and has extensive experience regarding the implications of Propositions 13, 62, 218, and 26 on such financing mechanisms as well as taxes and fees. Robin also has extensive experience advising cities regarding compliance with SB 1383.
Following years of representing redevelopment agencies, with an emphasis on affordable housing and redevelopment plan amendments and adoptions, Robin now advises cities and successor agencies regarding the implications of the Redevelopment Dissolution Law. Robin's advice regarding compliance with the Redevelopment Dissolution Law has included dissolution of former redevelopment agencies, establishment of redevelopment successor agencies and oversight boards, reinstatement and repayment of City loans, preparation of long-range property management plans, recognized obligation payment schedules, administrative budgets, and annual housing reports, review of pass - through agreements, the due diligence reviews, and the California State � � I
IMUn'ucj pal I'UbIp c: Age: iircy
l.wnw
P jiikplliic F irnaince
C.C"d113 AICL..AS
i in ancin g D: sLricts
Re=c9ev6oyprnernt DISS011rptjo n
IaxeS, Assessments & II:-eUzeS
ICUC:AIIC:JIIN
magna cure laude,
Uiniiversity of Illlliinois C olle gE' Of
a:w
Ea,S., .summa cum laude, flHiirnols
State LJ niiveirsity
Exhibit 2 192
muuuuoi r
mmoi � uuuuu
Controller asset transfer reviews, disposition of properties; the expenditure of bond proceeds; and monitoring of dissolution -related statewide litigation and legislation. In addition, Robin provides extensive advice in connectior with the expenditure by housing successors of moneys in the Low and Moderate Income Housing Asset Fund and the implications of SB 341. Robin previously advised the City of Los Angeles in winding down its extensive redevelopment activities and property disposition.
Member, National Association of Bond Lawyers
Member, The State Bar of California
Member, Los Angeles County Bar
III MTV
Measures Adopting Municipal Water Rates Cannot Be Challenged by the Referendum Process
08.13.2020
Cannabis Tax Measure Accompanied by an "Advisory Measure" Is a Valid General Tax
08.31.2018
States May Require Sales Tax Collection by Out -of -State Internet Sellers
06.26.2018
Ila rls
Exhibit 2 193
Exhibit 2
�R �� C [-11 IF S (D G E F"'! S Fi C)
City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services 194 Exhibit B — Certificates of Insurance
Exhibit 2 195
RICHWAT-01
DPALADINO
14C7 R"
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
9/22/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER License # OK07568
Hoffman Brown Company
5000 Van Nuys Blvd. 6th Floor
Sherman Oaks, CA 91403
CONTACT
NAME:
PHONE FAX
(A/C, No, Ext): (818) 986-8200 (A/C, No):(818) 986-8510 ADDRESS:
INSURERS AFFORDING COVERAGE
NAIC #
INSURER A: Vigilant Ins. Coman
20397
INSURED
Richards, Watson & Gershon
350 S. Grand Ave., #3700 & 3150
Los Angeles, CA 90071-3101
INSURER B: Federal Insurance Co.
20281
INSURER C
INSURER D:
INSURER E:
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD
POLICY NUMBER
POLICY EFF
MM/DD/YYYY
POLICY EXP
MM/DD/YYYY
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE F_X] OCCUR
35293250
101112023
101112024
EACH OCCURRENCE
$ 1,000,000
DAMAGE TO RENTED
PREMISES Ea occurrence
1,000,000
$
MED EXP (Any oneperson)
$ 10,000
PERSONAL & ADV INJURY
$ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
❑ PRO-
POLICY JECT X LOC
OTHER:
GENERAL AGGREGATE
$ 2,000,000
PRODUCTS -COMP/OP AGG
Included
$
$
B
AUTOMOBILE
LIABILITY
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
74967929
101112023
101112024
COMBINED SINGLE LIMIT
Ea accident
1,000,000
$
BODILY INJURY Perperson)
$
BODILY INJURY Per accident
$
X
PROPERTY DAMAGE
ccident
Per accident)
$
$
B
X
UMBRELLA LIAB
EXCESS LIAB
X
OCCUR
CLAIMS -MADE
79611586
101112023
101112024
EACH OCCURRENCE
$ 9,000,000
AGGREGATE
$ 9,000,000
DED I I RETENTION $
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE i N
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N /A
71726476
101112023
101112024
X PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
1,000,000
$
E.L. DISEASE- EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
1,000,000
$
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
FOR INFORMATION PURPOSES ONLY
PtCC _Dt2,� (2016/03) 96 ©1988-2015 ACORD CORPORATION. All rights reserved.
CC �� L The ACORD name and logo are registered marks of ACORD
1 Civic Center Circle, PO Box 1059
Brea, California 92822-1059
Telephone: 714.990.0901
e-mail: [email protected]
LOS ANG L S OFFICE
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Telephone: 213.626.8484
e-mail: [email protected]
41000 Main Street, Suite 316
Temecula, California 92590-2764
Telephone: 951.695.2373
e-mail: [email protected]
One Sansome Street, Suite 2850
San Francisco, California 94104
Telephone: 415.421.8484
e-mail: [email protected]
SAGA ENTOOFIC
2300 N Street, Suite 3
Sacramento, CA 95816
Telephone: 916.244.2022
e-mail: [email protected]
847 Monterey Street, Suite 206
San Luis Obispo, California 93401
Telephone: 805 439.3515
e-mail: [email protected]
R V+'%/ /'4% „,,,I u w 1{ sJi ") 4 db E N "'° S Fi 4 )
City of Bell Gardens
Proposal for Rent Stabilization & Tenant Eviction Protections Ordinance Advisory Services Exhibit 2 197
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 10.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Paul Camacho, Chief of Police
Rigo Barrios, Administrative Lieutenant
SUBJECT: CONSIDERATION OF LEASE AGREEMENT WITH ENTERPRISE FLEET MANAGEMENT INC. FOR VEHICLES
DATE: October 28, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council by motion adopt the attached Resolution allowing the City Manager to execute a Lease Agreement with Enterprise Fleet Management, I nc. for the lease of six vehicles.
BACKGROUND/DISCUSSION:
The City has previously used Enterprise Fleet Management, Inc. (Enterprise) to lease vehicles for Police Administrative, Undercover and Surveillance Operations. Enterprise's leasing program allows the Police Department to lease vehicles for various terms and operational needs.
The City maintains a wide variety of vehicles to support specialized operations in the Police Department. Standard replacement cycles are 4-6 years for most light -duty vehicles; however, there are several administrative, undercover and surveillance vehicles in the Police Department's fleet that have considerable wear and tear. Subsequently, these vehicles have become costly to perform repairs.
By leasing newer vehicles and updating the fleet, the goal is to reduce operational maintenance and fuel costs as newer models are typically much more fuel -efficient. In addition, newer and more dependable vehicles would be available to support Police Department operations, thereby avoiding downtime.
Cooperative Purchasing through Sourcewell
Under Section 3.04.100(E) of the Bell Gardens Municipal Code, the City's purchasing policy allows for an exception to the purchasing policy when the supplier offers the same or better price, terms and conditions as a supplier offered as the lowest responsible bidder under a competitive procurement conducted by another city or public agency.
Sourcewell (formerly National Joint Powers Alliance NJ PA) was created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) as a service cooperative. Sourcewell is a local government unit, public corporation, and public agency that offers cooperative procurement solutions to its members. Participation is open to all levels of a governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. The City of Bell Gardens is a member of Sourcewell, and membership entitles the City to access competitively bid national contracts resulting in lower priced vehicles due to economies of scale. Sourcewell is authorized to establish competitively awarded cooperative purchasing contracts on behalf of itself and its participating agencies, and follows the competitive contracting law process to solicit, evaluate, and award cooperative purchasing contracts for goods and services. 198
On January 11, 2022, Sourcewell released a Request for Proposals for Fleet Management Services, RFP #030122. on March 1, 2022, Enterprise submitted a proposal and on May 4, 2022, Enterprise and Sourcewell entered into Contract Number 030122-EFM with an effective date of May 4, 2022, and an expiration date of April 18, 2026.
In order to expedite acquisition of the vehicles, staff requested quotes from Enterprise under the Sourcewell Contract for the leasing of six vehicles. Enterprise proposes the same lease rates as those offered under Sourcewell's competitive bid process. The proposed rates vary depending upon make and model and term of the lease. The proposed Lease Agreement would be for 36 months with an optional two one-year extensions. After the 36 months, the City would have the opyion to purchase the vehicle if it is determined to be a viable option; continue to pay a management fee under the Lease Agreement; or return the vehicle to Enterprise Fleet Management at no additional costs to the City. If the City were to elect to enter into a new Lease Agreement in the future, Enterprise would credit the City full market value for each vehicle being returned, which would have a positive effect on pricing.
CONCLUSION:
Should the City Council waive the formal bid process and authorize the City Manager to enter into a Lease Agreement with Enterprise for administrative, undercover and surveillance vehicles, the Police Department can continue to support specialized operations in the Police Department. All vehicles leased will be compliant with the current air quality regulations for the State of California and will be equipped with all the required safety and securities features and be maintained by the Police Department.
FISCAL IMPACT:
Under the Enterprise Lease Agreement, the Police Department anticipates paying under $30,000 annually from its Asset Forfeiture account, not from the Police Department's general account.
The Lease Agreement will be for a term of 36-months with an annual not -to -exceed amount of $30,000. However, the City will also have the option to extend the Lease Agreement for an additional two one-year extensions for an approximate not -to -exceed amount of $30,000. Funding for new lease payments is available through the Police Department's Asset Forfeiture Spending Plan, FY24-25 Operating Budget.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-88
Exhibit 2 - Lease Agreement with Quotes and Sourcewell Contract APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 199
RESOLUTION NO. 2024-88
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, WAIVING THE FORMAL BID PROCESS
AND APPROVING A LEASE AGREEMENT BY AND BETWEEN THE
CITY OF BELL GARDENS AND ENTERPRISE FLEET MANAGEMENT,
INC. FOR THE LEASE OF VEHICLES TO BE UTILIZED BY THE
POLICE DEPARTMENT
WHEREAS, under Section 3.04.100E of the Bell Gardens Municipal Code, the City's purchasing policy allows for an exception when the supplier offers the same or better price, terms and conditions as a supplier offers the lowest responsible bidder under a competitive procurement conducted by another city or public agency; and WHEREAS, Sourcewell (formerly National Joint Powers Alliance NJPA) is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members; and
WHEREAS, on January 11, 2022, Sourcewell released a Request for Proposals for Fleet Management Services, RFP #030122 (hereinafter, "Sourcewell RFP"); and WHEREAS, on March 1, 2022, Enterprise Fleet Management, Inc. ("Enterprise") submitted a proposal in response to the Sourcewell RFP; WHEREAS, on May 4, 2022, Enterprise and Sourcewell entered into Contract Number 030122-EFM ("Sourcewell Contract") with an effective date of May 4, 2022, and an expiration date of April 18, 2026; and
WHEREAS, the City of Bell Gardens ("City") is a member of Sourcewell and membership entitles the City to access competitively bid national contracts; and WHEREAS, the City is in need of leasing six (6) vehicles; and WHEREAS, the City Council finds that the City has complied with the procurement process; and
WHEREAS, the City desires to enter into a three year lease agreement with Enterprise to lease six (6) vehicles, with an option of an additional two years, should the City be interested in continuing to lease the vehicles.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:
Exhibit 1 200
Resolution No. 2024-88
SECTION 1. The City Council hereby finds and determines that the foregoing recitals are true and correct, constitute a material part of this Resolution, and therefore incorporate them herein in their entirety as part of the findings.
SECTION 2. The City Council finds that the City has complied with local, state and federal requirements for procurement as members of Sourcewell.
SECTION 3. The City Council hereby approves a lease agreement with Enterprise Fleet Management, Inc. for an annual not to exceed amount of $30,000 for the three years and optional two, one-year extensions.
SECTION 4. The City Council further authorizes the City Manager to execute the agreement with Enterprise Fleet Management, Inc., consistent with this resolution along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.
SECTION 5. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
PASSED, APPROVED, AND ADOPTED this 28t" day of October 2024.
APPROVED AS TO FORM:
Stephanie Vasquez
City Attorney
2 of 3
THE CITY OF BELL GARDENS
Gabriela Gomez, Mayor
ATTEST:
Daisy Gomez
City Clerk
Exhibit 1 201
Resolution No. 2024-88
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
3of3
Exhibit 1 202
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349019 Prepared For: City of Bell Gardens
Camacho, Chief Paul
Unit #
Year 2025 Make Nissan Model Altima
Series S 4dr Front -Wheel Drive Sedan
Vehicle Order Type Ordered Term 36 State CA Customer# 284489 Date 10/23/2024
AE/AM EM
$ 24,441.00
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
Sales Tax 0.0000% State CA
$ 402.25
Initial License Fee
Order Information
$ 0.00
Registration Fee
Driver Name
$ 300.00
Other: (See Page 2)
Exterior Color Glacier White
$ 19,666.00
Capitalized Price Reduction
Interior Color Charcoal w/Cloth Seat Trim
$ 0.00
Gain Applied From Prior Unit
Lic. Plate Type Unknown
$ 0.00
Security Deposit
GVWR 0
$2,231.03
Taxes
$ 5,075.00
Total Capitalized Amount (Delivered Price)
$ 140.97
Depreciation Reserve @ 2.7778%
$ 43.16
Monthly Lease Charge (Based on Interest Rate - Subject
to a Floor)z
$ 184.13
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 $ 0.0500 Per Mile
Ind: # Brake Sets (1 set = 1 Axle) 0
# Tires 0 Loaner Vehicle Not Included
$ 0.00
Additional Services SubTotal
$ 18.87
Tax 10.2500% State CA
$ 203.00
Total Monthly Rental Including Additional Services
$ 0.08
Reduced Book Value at 36 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, and agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement. In the event Lessee fails or refuses to accept delivery of the ordered vehicle, Lessee agrees that Lessor shall have the right to collect damages, including, but not limited to, a $500 disposal fee, interest incurred, and loss of value.
LESSEE City of Bell Gardens
BY
TITLE
DATE
*INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized price of vehicle maybe adjusted to reflect final manufacturer's invoice, plus a pre delivery interest charge. Lessee hereby assigns to Lessor any manufacturer rebates and/or manufacturer incentives intended for the Lessee, which rebates and/or incentives have been used by Lessor to reduce the capitalized price of the vehicle.
Z Monthly lease charge will be adjusted to reflect the interest rate on the delivery date (subject to a floor). 3The 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 of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.
Exhibit 2
Printed On 10/23/2024 12:14:39 PM
203
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349019 Other Totals
Description'
(B)illedor (C)zipped
Price
Pricing Plan Delivery Charge
B
$ 125.00
Courtesy Delivery Fee
C
$ 300.00
Total Other Charges Billed
$ 125.00
Total Other Charges Capitalized
$ 300.00
Other Charges Total
$ 425.00
Exhibit 2
Printed On 10/23/2024 12:14:39 PM
204
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349019 VEHICLE INFORMATION:
2025 Nissan Altima S 4dr Front -Wheel Drive Sedan - US
Series ID: 13115
Pricing Summary:
INVOICE
MSRP
Base Vehicle
$25,161
$27,000.00
Total Options
$180.00
$210.00
Destination Charge
$1,140.00
$1,140.00
Total Price
$26,481.00
$28,350.00
SELECTED COLOR:
Exterior: QAK-Glacier White
Interior: G-Charcoal w/Cloth Seat Trim
SELECTED OPTIONS:
CODE
DESCRIPTION
INVOICE
MSRP
G 03
Charcoal w/Cloth Seat Trim
NC
NC
L92
Floor Mats & Trunk Mat (Fleet)
$180.00
$210.00
PAINT
Monotone Paint Application
STD
STD
QAK 01
Glacier White
NC
NC
STDEN
Engine: 2.51- DOHC 16-Valve 4-Cylinder
STD
STD
STDRD
Radio: AM/FM Audio System
STD
STD
STDST
Front Bucket Seats
STD
STD
STDTM
Cloth Seat Trim
STD
STD
STDTN
Transmission: Xtronic CVT (Continuously Variable)
STD
STD
STDTR
Tires: 215/60R16 AS
STD
STD
STDWL
Wheels: 16" x 7" Steel w/Full Wheel Covers
STD
STD
Exhibit 2 205
Printed On 10/23/2024 12:14:39 PM Page 3 of 6
CONFIGURED FEATURES:
Body Exterior Features:
Number Of Doors 4
Rear Cargo Door Type: trunk
Driver And Passenger Mirror: power remote manual folding side -view door mirrors Door Handles: chrome
Front And Rear Bumpers: body -coloured front and rear bumpers Body Material: galvanized steel/aluminum body material
Grille: black w/chrome surround grille
Convenience Features:
Air Conditioning manual air conditioning
Air Filter: air filter
Cruise Control: cruise control with steering wheel controls Trunk/Hatch/Door Remote Release: power cargo access remote release Fuel Remote Release: mechanical fuel remote release
Power Windows: power windows with driver 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
Passive Entry: Intelligent Key proximity key
Valet Key: valet function
Trunk FOB Controls: keyfob trunk/hatch/door release
Window FOB Controls: remote window controls
Remote Engine Start: remote start - keyfob
Steering Wheel: steering wheel with manual tilting, manual telescoping Day -Night Rearview Mirror: day -night rearview mirror
Driver and Passenger Vanity Mirror: auxiliary driver and passenger -side visor mirrors Front Cupholder: front and rear cupholders
Floor Console: full floor console with covered box
Overhead Console: mini overhead console with storage
Glove Box: glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
Driver Footrest: driver's footrest
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: internet access
1st Row LCD: 2 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: window grid antenna
Lighting, Visibility and Instrumentation Features:
Headlamp Type delay -off projector beam LED low/high beam headlamps Auto -Dimming Headlights: High Beam Assist (HBA) auto high -beam headlights Front Wipers: variable intermittent speed -sensitive wipers wipers Rear Window Defroster: rear window defroster
Tinted Windows: light -tinted windows
Dome Light: dome light with fade
Front Reading Lights: front and rear reading lights
Ignition Switch: ignition switch light
Exhibit 2
Printed On 10/23/2024 12.14.39 PM
206
Variable IP Lighting: variable instrument panel lighting Display Type: analog appearance
Tachometer: tachometer
Exterior Temp: outside -temperature display
Low Tire Pressure Warning: tire specific low -tire -pressure warning Park Distance Control: rear parking sensors
Trip Computer: trip computer
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Blind Spot Sensor: blind spot
Front Pedestrian Braking: front pedestrian detection
Forward Collision Alert: forward collision
Water Temp Gauge: water temp. gauge
Clock: in -radio display clock
Systems Monitor: driver information centre
Check Control: redundant digital speedometer
Rear Vision Camera: rear vision camera
Oil Pressure Warning: oil -pressure 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
Bulb Failure Warning: bulb -failure warning
Door Ajar Warning: door -ajar warning
Trunk Ajar Warning: trunk -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 ventilated disc brakes
Daytime Running Lights: daytime running lights
Spare Tire Type: compact spare tire
Spare Tire Mount: spare tire mounted inside under cargo Driver Front Impact Airbag: driver and passenger front -impact airbags Driver Side Airbag: seat -mounted driver and passenger side -impact airbags Overhead Airbag: curtain 1st and 2nd row overhead airbag Knee Airbag: knee airbag
Rear Side Airbag: rear side -impact -impact airbag
Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front seatbelts Seatbelt Pretensioners: front and rear seatbelt pre-tensioners 3Point Rear Centre Seatbelt: 3 point rear centre seatbelt Side Impact Bars: side -impact bars
Rear Child Safety Locks: rear child safety locks
Ignition Disable: immobilizer
Security System: security system Vehicle Security System (VSS) Panic Alarm: panic alarm
Electronic Stability: electronic stability
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:
Seating Capacity max. seating capacity of 5
Front Bucket Seats: front bucket seats
Number of Driver Seat Adjustments: 6-way driver and passenger seat adjustments Reclining Driver Seat: manual reclining driver and passenger seats Driver Height Adjustment: manual height -adjustable driver and passenger seats Exhibit 2 207
Printed On 10/23/2024 12.14.39 PM Page 5 of 6
Driver Fore/Aft: manual driver and passenger fore/aft adjustment Front Centre Armrest Storage: front centre armrest
Rear Seat Type: rear 60-40 bench seat
Rear Folding Position: rear seat fold -forward seatback Rear Seat Armrest: rear seat centre armrest
Leather Upholstery: cloth front and rear seat upholstery Headliner Material: full cloth headliner
Floor Covering: full carpet floor covering
Dashboard Console Insert, Door Panel Insert Combination: metal -look instrument panel insert, door panel insert, console insert Shift Knob Trim: urethane shift knob
Floor Mats: carpet front and rear floor mats
Cargo Space Trim: carpet cargo space
Trunk Lid: carpet trunk lid/rear cargo door
Cargo Mats: carpet cargo mat
Cargo Tie Downs: cargo tie -downs
Cargo Light: cargo light
Concealed Cargo Storage: concealed cargo storage
Standard Engine:
Engine 188-hp, 2.5-liter 1-4 (regular gas)
Standard Transmission:
Transmission 2-speed CVT w/ OD
Exhibit 2
Printed On 10/23/2024 12.14.39 PM
208
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349028 Prepared For: City of Bell Gardens Date 10/23/2024
Camacho, Chief Paul AE/AM EM
Unit #
Year 2025 Make Nissan Model Pathfinder
Series S 4dr Front -Wheel Drive
Vehicle Order Type Ordered Term 36 State CA Customer# 284489 $ 31,792.00
$0.00
$ 530.32
$ 0.00
$ 300.00
$ 19,666.00
$ 0.00
$ 0.00
$2,487.27
$ 12,426.00
$ 345.17
$ 73.65
$ 418.82
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 42.92
$ 461.74
$ -0.12
$ 400.00
Capitalized Price of Vehicle 1
Sales Tax 0.0000% State CA
Initial License Fee
Registration Fee
Other: (See Page 2)
Capitalized Price Reduction
Gain Applied From Prior Unit
Security Deposit
Taxes
All language and acknowledgments contained in the signed quote apply to all vehicles that are ordered under this signed quote.
Order Information
Driver Name
Exterior Color Glacier White
Interior Color Charcoal w/Cloth Seating Surfaces
Lic. Plate Type Unknown
GVWR 0
Total Capitalized Amount (Delivered Price)
Depreciation Reserve @ 2.7778%
Monthly Lease Charge (Based on Interest Rate - Subject to a Floor)z Total Monthly Rental Excluding Additional Services
Additional Fleet Management
Master Policy Enrollment Fees
Commercial Automobile Liability Enrollment
Liability Limit $0.00
Physical Damage Management Comp/Coll Deductible
Full Maintenance Program 3 Contract Miles 0 OverMileage Charge Ind: # Brake Sets (1 set = 1 Axle) 0 # Tires 0
Additional Services SubTotal
Tax 10.2500% State CA
Total Monthly Rental Including Additional Services
Reduced Book Value at 36 Months
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
0/0
$ 0.0500 Per Mile
Loaner Vehicle Not Included
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, and agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement. In the event Lessee fails or refuses to accept delivery of the ordered vehicle, Lessee agrees that Lessor shall have the right to collect damages, including, but not limited to, a $500 disposal fee, interest incurred, and loss of value.
LESSEE City of Bell Gardens
BY
TITLE
DATE
*INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized price of vehicle maybe adjusted to reflect final manufacturer's invoice, plus a pre delivery interest charge. Lessee hereby assigns to Lessor any manufacturer rebates and/or manufacturer incentives intended for the Lessee, which rebates and/or incentives have been used by Lessor to reduce the capitalized price of the vehicle.
Z Monthly lease charge will be adjusted to reflect the interest rate on the delivery date (subject to a floor). 3The 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 of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.
Exhibit 2
209
Printed On 10/23/2024 12:15:49 PM Page 1 of 6
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349028 Other Totals
Description'
(B)illedor (C)zipped
Price
Pricing Plan Delivery Charge
B
$ 125.00
Courtesy Delivery Fee
C
$ 300.00
Total Other Charges Billed
$ 125.00
Total Other Charges Capitalized
$ 300.00
Other Charges Total
$ 425.00
Exhibit 2
Printed On 10/23/2024 12:15:49 PM
210
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349028 VEHICLE INFORMATION:
2025 Nissan Pathfinder S 4dr Front -Wheel
Drive - US
Series ID: 25115
Pricing Summary:
INVOICE
MSRP
Base Vehicle
$34,693
$37,330.00
Total Options
$249.00
$290.00
Destination Charge
$1,390.00
$1,390.00
Total Price
$36,332.00
$39,010.00
SELECTED COLOR:
Exterior: QAK-Glacier White
Interior: G-Charcoal w/Cloth Seating Surfaces
SELECTED OPTIONS:
CODE
DESCRIPTION
INVOICE
MSRP
G_03
Charcoal w/Cloth Seating Surfaces
NC
NC
L92
Bench Seat Carpeted Floor Mats (Set of 4)
$249.00
$290.00
PAINT
Monotone Paint Application
STD
STD
QAK 01
Glacier White
NC
NC
STDEN
Engine: 3.5L V6 DOHC
STD
STD
STDRD
Radio: AM/FM Audio System
STD
STD
STDST
Front Bucket Seats
STD
STD
STDTM
Cloth Seating Surfaces
STD
STD
STDTN
Transmission: 9-Speed Automatic
STD
STD
STDTR
Tires: 255/60R18 All -Season
STD
STD
STDWL
Wheels: 18" x 8J Painted Alloy
STD
STD
Exhibit 2 211
Printed On 10/23/2024 12:15:49 PM Page 3 of 6
CONFIGURED FEATURES:
Body Exterior Features:
Number Of Doors 4
Rear Cargo Door Type: liftgate
Driver And Passenger Mirror: power remote manual folding side -view door mirrors Spoiler: rear lip spoiler
Door Handles: body -coloured
Front And Rear Bumpers: body -coloured front and rear bumpers with black rub strip Front Bumper Insert: black front bumper insert
Rear Bumper Insert: black rear bumper insert
Body Material: galvanized steel/aluminum body material
Body Side Cladding: black bodyside cladding
Grille: black w/chrome surround grille
Convenience Features:
Air Conditioning automatic dual -zone front air conditioning Air Filter: air filter
Rear Air Conditioning: rear air conditioning with separate controls Cruise Control: cruise control with steering wheel controls Power Windows: power windows with driver 1-touch down
1/4 Vent Rear Windows: power rearmost windows
Remote Keyless Entry: keyfob (all doors) remote keyless entry Illuminated Entry: illuminated entry
Integrated Key Remote: integrated key/remote
Auto Locking: auto -locking doors
Passive Entry: Intelligent Key proximity key
Valet Key: valet function
Window FOB Controls: remote window controls
Steering Wheel: steering wheel with manual tilting, manual telescoping Day -Night Rearview Mirror: day -night rearview mirror
Driver and Passenger Vanity Mirror: auxiliary driver and passenger -side visor mirrors Front Cupholder: front and rear cupholders
Floor Console: full floor console with covered box
Overhead Console: mini overhead console with storage
Glove Box: locking glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
Seatback Storage Pockets: 1 seatback storage pockets
Driver Footrest: driver's footrest
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 1 12V DC power outlet
Entertainment Features:
radio SiriusXM AM/FM/Satellite 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
1st Row LCD: 2 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: window grid and fixed antenna
Lighting, Visibility and Instrumentation Features:
Headlamp Type delay -off projector beam LED low/high beam headlamps Auto -Dimming Headlights: High Beam Assist (HBA) auto high -beam headlights Front Wipers: variable intermittent wipers
Rear Window wiper: fixed interval rear window wiper
Rear Window Defroster: rear window defroster
Tinted Windows: deep -tinted windows
Exhibit 2
Printed On 10/23/2024 12.15.49 PM
212
Dome Light: dome light with fade
Front Reading Lights: front and rear reading lights
Ignition Switch: ignition switch light
Variable IP Lighting: variable instrument panel lighting Display Type: digital/analog appearance
Tachometer: tachometer
Exterior Temp: outside -temperature display
Low Tire Pressure Warning: tire specific low -tire -pressure warning Park Distance Control: rear parking sensors
Trip Computer: trip computer
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Blind Spot Sensor: blind spot
Front Pedestrian Braking: front pedestrian detection
Forward Collision Alert: forward collision
Water Temp Gauge: water temp. gauge
Clock: in -radio display clock
Systems Monitor: driver information centre
Rear Vision Camera: rear vision camera
Oil Pressure Warning: oil -pressure 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
Low Washer Fluid Warning: low -washer -fluid warning
Door Ajar Warning: door -ajar warning
Trunk Ajar Warning: trunk -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: compact spare tire
Spare 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: curtain 1st, 2nd and 3rd row overhead airbag Knee Airbag: knee airbag
Rear Side Airbag: rear side -impact -impact airbag
Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front and rear seatbelts Seatbelt Pretensioners: front seatbelt pre-tensioners
3Point Rear Centre Seatbelt: 3 point rear centre seatbelt Side Impact Bars: side -impact bars
Tailgate/Rear Door Lock Type: tailgate/rear door lock included with power door locks Rear Child Safety Locks: rear child safety locks
Ignition Disable: immobilizer
Security System: security system Vehicle Security System (VSS) Panic Alarm: panic alarm
Electronic Stability: Vehicle Dynamic Control (VDC) electronic stability Traction Control: ABS and driveline traction control
Front and Rear Headrests: manual adjustable front head restraints Rear Headrest Control: 3 rear head restraints
3rd Row Headrests: 3 manual adjustable third row head restraints �I�i 1G �:If if i1�3�7C 17f i
Seats And Trim:
Exhibit 2
Printed On 10/23/2024 12.15.49 PM
213
Seating Capacity max. seating capacity of 8
Front Bucket Seats: front bucket seats
Number of Driver Seat Adjustments: 6-way driver and passenger seat adjustments Reclining Driver Seat: manual reclining driver and passenger seats Driver Lumbar: manual driver and passenger lumbar support Driver Height Adjustment: manual height -adjustable driver and passenger seats Driver Fore/Aft: manual driver and passenger fore/aft adjustment Front Centre Armrest Storage: front centre armrest
Rear Seat Type: rear manual reclining 60-40 EZ Flex split -bench seat Rear Seat Fore/Aft: manual rear seat fore/aft adjustment Rear Folding Position: rear seat fold -forward seatback 3rd Row Seat Type: fixed third row manual 60-40 bench seat 3rd Row Electric Control: fold into floor third row seat Leather Upholstery: cloth front and rear seat upholstery Door Trim Insert: cloth door panel trim
Headliner Material: full cloth headliner
Floor Covering: full carpet floor covering
Dashboard Console Insert, Door Panel Insert Combination: piano black instrument panel insert, door panel insert, console insert Shift Knob Trim: urethane shift knob
Floor Mats: carpet front and rear floor mats
Interior Accents: chrome/metal-look interior accents
Cargo Space Trim: carpet cargo space
Trunk Lid: plastic trunk lid/rear cargo door
Cargo Tie Downs: cargo tie -downs
Cargo Light: cargo light
Concealed Cargo Storage: concealed cargo storage
Standard Engine:
Engine 284-hp, 3.5-liter V-6 (regular gas)
Standard Transmission:
Transmission 9-speed automatic w/ OD and auto -manual
Exhibit 2
Printed On 10/23/2024 12.15.49 PM
214
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349042 Prepared For: City of Bell Gardens
Camacho, Chief Paul
Unit #
Year 2025 Make Chrysler Model Pacifica
Series Select Front -Wheel Drive Passenger Van
Vehicle Order Type Ordered Term 36 State CA Customer# 284489 Date 10/23/2024
AE/AM EM
$ 42,145.00
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
Sales Tax 0.0000% State CA
$ 618.11
Initial License Fee
Order Information
$ 0.00
Registration Fee
Driver Name
$ 300.00
Other: (See Page 2)
Exterior Color Bright White Clearcoat
$ 19,666.00
Capitalized Price Reduction
Interior Color Black w/Caprice Leatherette Bucket Seats $ 0.00
Gain Applied From Prior Unit
Lic. Plate Type Unknown
$ 0.00
Security Deposit
GVWR 0
$2,118.27
Taxes
$ 22,779.00
Total Capitalized Amount (Delivered Price)
$ 632.76
Depreciation Reserve @ 2.7778%
$ 116.59
Monthly Lease Charge (Based on Interest Rate - Subject
to a Floor)z
$ 749.35
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 $ 0.0500 Per Mile
Ind: # Brake Sets (1 set = 1 Axle) 0
# Tires 0 Loaner Vehicle Not Included
$ 0.00
Additional Services SubTotal
$ 76.82
Tax 10.2500% State CA
$ 826.17
Total Monthly Rental Including Additional Services
$ -0.36
Reduced Book Value at 36 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, and agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement. In the event Lessee fails or refuses to accept delivery of the ordered vehicle, Lessee agrees that Lessor shall have the right to collect damages, including, but not limited to, a $500 disposal fee, interest incurred, and loss of value.
LESSEE City of Bell Gardens
BY
TITLE
DATE
*INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized price of vehicle maybe adjusted to reflect final manufacturer's invoice, plus a pre delivery interest charge. Lessee hereby assigns to Lessor any manufacturer rebates and/or manufacturer incentives intended for the Lessee, which rebates and/or incentives have been used by Lessor to reduce the capitalized price of the vehicle.
Z Monthly lease charge will be adjusted to reflect the interest rate on the delivery date (subject to a floor). 3The 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 of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.
Exhibit 2
Printed On 10/23/2024 12:18:36 PM
215
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349042 Other Totals
Description'
(B)illedor (C)zipped
Price
Pricing Plan Delivery Charge
B
$ 125.00
Courtesy Delivery Fee
C
$ 300.00
Total Other Charges Billed
$ 125.00
Total Other Charges Capitalized
$ 300.00
Other Charges Total
$ 425.00
Exhibit 2
Printed On 10/23/2024 12:18:36 PM
216
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349042 VEHICLE INFORMATION:
2025 Chrysler Pacifica Select Front -Wheel Drive Passenger Van - US Series ID: RUCH53
Pricing Summary:
INVOICE
MSRP
Base Vehicle
$41,390
$42,450.00
Total Options
$0.00
$0.00
Destination Charge
$1,695.00
$1,695.00
Total Price
$43,085.00
$44,145.00
SELECTED COLOR:
Exterior: PW7-Bright White Clearcoat
Interior: X3-Black w/Caprice Leatherette Bucket Seats
SELECTED OPTIONS:
CODE
DESCRIPTION
INVOICE
MSRP
27L
Quick Order Package 27L
NC
NC
APA
Monotone Paint Application
STD
STD
CEQ
Black Seats
NC
NC
DFH
Transmission: 9-Speed 948TE Automatic
STD
STD
ERC
Engine: 3.6L V6 24V VVT UPG I w/ESS
STD
STD
NAS
50 State Emissions
NC
NC
PW7_01
Bright White Clearcoat
NC
NC
SDC
Touring Suspension
STD
STD
Si
Caprice Leatherette Bucket Seats
STD
STD
STDAX
3.25 Axle Ratio
STD
STD
TMK
Tires: 235/65R17 BSWAS
STD
STD
UBG
Radio: Uconnect 5 w/10.1" Display
STD
STD
WFN
Wheels: 17" x 7.0" Aluminum
STD
STD
X3_02
Black w/Caprice Leatherette Bucket Seats
NC
NC
Z1A
GVWR: 6,055 lbs
STD
STD
Exhibit 2
Printed On 10/23/2024 12:18:36 PM
217
CONFIGURED FEATURES:
Body Exterior Features:
Number Of Doors 4
Rear Driver Door: power sliding rear passenger doors
Driver And Passenger Mirror: power remote heated manual folding side -view door mirrors with turn signal indicator Spoiler: rear lip spoiler
Door Handles: body -coloured
Front And Rear Bumpers: body -coloured front and rear bumpers Front Bumper Insert: chrome front bumper insert
Rear Bumper Insert: chrome rear bumper insert
Front License Plate Bracket: front license plate bracket Body Material: galvanized steel/aluminum body material
Grille: black w/chrome surround grille
Convenience Features:
Air Conditioning automatic dual -zone front air conditioning Air Filter: air filter
Rear Air Conditioning: rear air conditioning with separate controls Voice Activated A/C: voice activated air conditioning
Seat Memory: driver memory seat settings
Cruise Control: cruise control with steering wheel controls, adaptive Trunk/Hatch/Door Remote Release: power cargo access remote release Power Windows: power windows with driver and passenger 1-touch down 1/4 Vent Rear Windows: power rearmost windows
Remote Keyless Entry: keyfob (all doors) remote keyless entry Illuminated Entry: illuminated entry
Integrated Key Remote: integrated key/remote
Auto Locking: auto -locking doors
Passive Entry: Keyless Enter'n Go proximity key
Valet Key: valet function
Trunk FOB Controls: keyfob trunk/hatch/door release
Remote Engine Start: remote start - keyfob and smart device (subscription required) Steering Wheel: heated steering wheel with manual tilting, manual telescoping Day -Night Rearview Mirror: day -night rearview mirror
Auto -dimming Rearview Mirror: auto -dimming rearview mirror Driver and Passenger Vanity Mirror: illuminated driver and passenger -side visor mirrors Garage Door Opener: garage door transmitter
Emergency SOS: Chrysler Connect emergency communication system Front Cupholder: front and rear cupholders
Floor Console: partial floor console with covered box
Overhead Console: mini overhead console with storage, conversation mirror Glove Box: illuminated locking glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
Seatback Storage Pockets: 2 seatback storage pockets
Interior Concealed Storage: interior concealed storage
IP Storage: covered bin instrument -panel storage
Driver Footrest: driver's footrest
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 2 12V DC power outlets
Entertainment Features:
radio SiriusXM AM/FM/Satellite with seek -scan
Radio Data System: radio data system
Speed Sensitive Volume: speed -sensitive volume
Steering Wheel Radio Controls: steering -wheel mounted audio controls Speakers: 6 speakers
1st Row LCD: 2 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: integrated roof antenna
Exhibit 2
Printed On 10/23/2024 12.18.36 PM
218
Lighting, Visibility and Instrumentation Features:
Headlamp Type delay -off projector beam LED low/high beam headlamps Front Fog Lights: front fog lights
Front Wipers: variable intermittent rain detecting wipers wipers Rear Window wiper: fixed interval rear window wiper
Rear Window Defroster: rear window defroster
Rear Side Blinds: rear side blind
Tinted Windows: deep -tinted windows
Dome Light: dome light with fade
Front Reading Lights: front and rear reading lights
Ignition Switch: ignition switch light
Variable IP Lighting: variable instrument panel lighting Display Type: digital/analog appearance
Tachometer: tachometer
Voltometer: voltmeter
Compass: compass
Exterior Temp: outside -temperature display
Low Tire Pressure Warning: tire specific low -tire -pressure warning Park Distance Control: ParkSense with Stop rear parking sensors Trip Computer: trip computer
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Blind Spot Sensor: blind spot
Front Pedestrian Braking: front pedestrian detection
Forward Collision Alert: forward collision
Oil Pressure Gauge: oil pressure gauge
Water Temp Gauge: water temp. gauge
Oil Temp Gauge: oil temperature gauge
Transmission Oil Temp Gauge: transmission oil temp. gauge Clock: in -radio display clock
Systems Monitor: driver information centre
Check Control: redundant digital speedometer
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
Low Washer Fluid Warning: low -washer -fluid warning
Door Ajar Warning: door -ajar warning
Trunk Ajar Warning: trunk -ajar warning
Brake Fluid Warning: brake -fluid warning
Turn Signal On Warning: turn -signal -on warning
Transmission Fluid Temperature Warning: transmission -fluid -temperature 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 ventilated disc brakes
Daytime Running Lights: daytime running lights
Driver Front Impact Airbag: driver and passenger front -impact airbags Driver Side Airbag: seat -mounted driver and passenger side -impact airbags Overhead Airbag: curtain 1st, 2nd and 3rd row overhead airbag Knee Airbag: knee airbag
Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front and rear seatbelts Seatbelt Pretensioners: front seatbelt pre-tensioners
Exhibit 2
Printed On 10/23/2024 12.18.36 PM
219
Side Impact Bars: side -impact bars
Tailgate/Rear Door Lock Type: tailgate/rear door lock included with power door locks Rear Child Safety Locks: rear child safety locks
Ignition Disable: Sentry Key immobilizer
Security System: security system
Panic Alarm: panic alarm
Tracker System: tracker system
Electronic Stability: electronic stability
Traction Control: ABS and driveline traction control
Front and Rear Headrests: manual adjustable front head restraints with tilt Rear Headrest Control: 2 rear head restraints
3rd Row Headrests: 3 fixed third row head restraints
Seats And Trim:
Seating Capacity max. seating capacity of 7
Front Bucket Seats: front bucket seats
Front Heated Cushion: driver and passenger heated -cushions Front Heated Seatback: driver and passenger heated-seatbacks Number of Driver Seat Adjustments: 8-way driver and passenger seat adjustments Reclining Driver Seat: power reclining driver and manual reclining passenger seats Driver Lumbar: power 4-way driver and passenger lumbar support Driver Height Adjustment: power height -adjustable driver and passenger seats Driver Seat Mounted Armrest: driver and passenger seat mounted armrests Driver Fore/Aft: power driver and passenger fore/aft adjustment Driver Cushion Tilt: power driver and passenger cushion tilt Rear Seat Type: rear manual reclining captain seat
Rear Seat Fore/Aft: manual rear seat fore/aft adjustment Rear Folding Position: rear seat tumble forward
Rear Seat Fold into Floor: folding activation rear seat Rear Seat Mounted Armrests: rear seat mounted armrest
3rd Row Seat Type: fixed third row manual 60-40 split -bench seat 3rd Row Electric Control: Stow'n Go fold into floor third row seat Leather Upholstery: leatherette front and rear seat upholstery Door Trim Insert: vinyl door panel trim
Headliner Material: full cloth headliner
Floor Covering: full carpet floor covering
Dashboard Console Insert, Door Panel Insert Combination: coloured instrument panel insert, door panel insert, console insert Shift Knob Trim: metal -look shift knob
LeatherSteeringWheel: TechnoLeather leatherette steering wheel Floor Mats: carpet front and rear floor mats
Interior Accents: piano black/metal-look interior accents Cargo Space Trim: carpet cargo space
Trunk Lid: plastic trunk lid/rear cargo door
Cargo Tie Downs: cargo tie -downs
Cargo Light: cargo light
Air Compressor: tire mobility kit
Standard Engine:
Engine 287-hp, 3.6-liter V-6 (regular gas)
Standard Transmission:
Transmission 9-speed automatic w/ OD
Exhibit 2
Printed On 10/23/2024 12.18.36 PM
220
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349039 Prepared For: City of Bell Gardens
Camacho, Chief Paul
Unit #
Year 2025 Make Jeep Model Grand Cherokee
Series Laredo 4dr 42
Vehicle Order Type Ordered Term 36 State CA Customer# 284489 Date 10/23/2024
AE/AM EM
$ 36,164.00
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
Sales Tax 0.0000% State CA
$ 546.85
Initial License Fee
Order Information
$ 0.00
Registration Fee
Driver Name
$ 300.00
Other: (See Page 2)
Exterior Color Bright White Clearcoat
$ 19,666.00
Capitalized Price Reduction
Interior Color Global Black w/Cloth Seats or Capri Leatheret $ 0.00
Gain Applied From Prior Unit
Lic. Plate Type Unknown
$ 0.00
Security Deposit
GVWR 0
$2,169.53
Taxes
$ 16,798.00
Total Capitalized Amount (Delivered Price)
$ 226.77
Depreciation Reserve @ 1.3500%
$ 117.49
Monthly Lease Charge (Based on Interest Rate - Subject
to a Floor)z
$ 344.26
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 $ 0.0500 Per Mile
Ind: # Brake Sets (1 set = 1 Axle) 0
# Tires 0 Loaner Vehicle Not Included
$ 0.00
Additional Services SubTotal
$ 35.27
Tax 10.2500% State CA
$ 379.53
Total Monthly Rental Including Additional Services
$ 8,634.28
Reduced Book Value at 36 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, and agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement. In the event Lessee fails or refuses to accept delivery of the ordered vehicle, Lessee agrees that Lessor shall have the right to collect damages, including, but not limited to, a $500 disposal fee, interest incurred, and loss of value.
LESSEE City of Bell Gardens
BY
TITLE
DATE
*INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized price of vehicle maybe adjusted to reflect final manufacturer's invoice, plus a pre delivery interest charge. Lessee hereby assigns to Lessor any manufacturer rebates and/or manufacturer incentives intended for the Lessee, which rebates and/or incentives have been used by Lessor to reduce the capitalized price of the vehicle.
Z Monthly lease charge will be adjusted to reflect the interest rate on the delivery date (subject to a floor). 3The 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 of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.
Exhibit 2
Printed On 10/23/2024 12:17:24 PM
221
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349039 Other Totals
Description'
(B)illedor (C)zipped
Price
Pricing Plan Delivery Charge
B
$ 125.00
Courtesy Delivery Fee
C
$ 300.00
Total Other Charges Billed
$ 125.00
Total Other Charges Capitalized
$ 300.00
Other Charges Total
$ 425.00
Exhibit 2
Printed On 10/23/2024 12:17:24 PM
222
FLEET Open -End (Equity) Lease Rate Quote Quote No: 8349039 VEHICLE INFORMATION:
2025 Jeep Grand Cherokee Laredo 4dr 42 - US
Series ID: WLTH74
Pricing Summary:
INVOICE
MSRP
Base Vehicle
$36,294
$37,035.00
Total Options
$-485.00
$-540.00
Destination Charge
$1,795.00
$1,795.00
Total Price
$37,604.00
$38,290.00
SELECTED COLOR:
Exterior: PW7-Bright White Clearcoat
Interior: X7-Global Black w/Cloth Seats or Capri Leatherette/Suede Seats SELECTED OPTIONS:
CODE
DESCRIPTION
INVOICE
MSRP
23Z
Quick Order Package 23Z Laredo A
$-485.00
$-540.00
3CC
Model Year Tracking
NC
NC
AJ
Cloth Seats
STD
STD
APA
Monotone Paint
STD
STD
AZZ
Laredo A Package
Included
Included
DFW
Transmission: 8-Speed Automatic 8HP50
NC
NC
ERC
Engine: 3.6L V6 24V VVT UPG I w/ESS
STD
STD
NAS
50 State Emissions
NC
NC
PW7_01
Bright White Clearcoat
NC
NC
SDA
Normal Duty Suspension
STD
STD
TSB
Tires: P245/70R17 BSWA/S
STD
STD
UBR
Radio: Uconnect 5 w/8.4" Display
STD
STD
WF5
Wheels: 17" x 6.5" Fully Painted Aluminum
STD
STD
X7_02
Global Black w/Cloth Seats or Capri Leatherette/Suede Seats NC
NC
Exhibit 2
Printed On 10/23/2024 12:17:24 PM
223
CONFIGURED FEATURES:
Body Exterior Features:
Number Of Doors 4
Rear Cargo Door Type: liftgate
Driver And Passenger Mirror: power remote heated manual folding side -view door mirrors Spoiler: rear lip spoiler
Door Handles: body -coloured
Front And Rear Bumpers: body -coloured front and rear bumpers with black rub strip Front Bumper Insert: chrome front bumper insert
Rear Bumper Insert: chrome rear bumper insert
Body Material: galvanized steel/aluminum body material
Roof Rack: rails only
Body Side Cladding: black bodyside cladding
Fender Flares: black fender flares
Grille: chrome grille
Convenience Features:
Air Conditioning automatic dual -zone front air conditioning Air Filter: air filter
Console Ducts: console ducts
Voice Activated A/C: voice activated air conditioning
Cruise Control: cruise control with steering wheel controls, Adaptive Cruise Control w/Stop & Go adaptive Power Windows: power windows with driver and passenger 1-touch down 1/4 Vent Rear Windows: power rearmost windows
Remote Keyless Entry: keyfob (all doors) remote keyless entry Illuminated Entry: illuminated entry
Integrated Key Remote: integrated key/remote
Auto Locking: auto -locking doors
Passive Entry: proximity key
Valet Key: valet function
Trunk FOB Controls: keyfob trunk/hatch/door release
Steering Wheel: steering wheel with manual tilting, manual telescoping Day -Night Rearview Mirror: day -night rearview mirror
Driver and Passenger Vanity Mirror: illuminated driver and passenger -side visor mirrors Emergency SOS: emergency communication system
Front Cupholder: front and rear cupholders
Floor Console: full floor console with covered box
Overhead Console: mini overhead console with storage
Glove Box: illuminated locking glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
Seatback Storage Pockets: 2 seatback storage pockets
IP Storage: covered bin instrument -panel storage
Driver Footrest: driver's footrest
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 2 12V DC power outlets
Entertainment Features:
radio SiriusXM AM/FM/Satellite-prep 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: 4G LTE Wi-Fi Hot Spot internet access
1st Row LCD: 2 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: integrated roof antenna
Lighting, Visibility and Instrumentation Features:
Exhibit 2
Printed On 10/23/2024 12.17.24 PM
224
Headlamp Type delay -off reflector LED low/high beam headlamps Front Wipers: variable intermittent speed -sensitive wipers wipers Rear Window wiper: fixed interval rear window wiper with heating wiper park Rear Window Defroster: rear window defroster
Tinted Windows: deep -tinted windows
Dome Light: dome light with fade
Front Reading Lights: front and rear reading lights
Variable IP Lighting: variable instrument panel lighting Display Type: digital/analog appearance
Tachometer: tachometer
Voltometer: voltmeter
Compass: compass
Exterior Temp: outside -temperature display
Low Tire Pressure Warning: tire specific low -tire -pressure warning Park Distance Control: ParkSense with Stop rear parking sensors Trip Computer: trip computer
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Blind Spot Sensor: blind spot
Front Pedestrian Braking: front pedestrian detection
Following Distance Indicator: following distance alert
Forward Collision Alert: forward collision
Oil Pressure Gauge: oil pressure gauge
Water Temp Gauge: water temp. gauge
Oil Temp Gauge: oil temperature gauge
Transmission Oil Temp Gauge: transmission oil temp. gauge Engine Hour Meter: engine hour meter
Clock: in -radio display clock
Systems Monitor: driver information centre
Check Control: redundant digital speedometer
Rear Vision Camera: rear vision camera
Oil Pressure Warning: oil -pressure warning
Water Temp Warning: water -temp. warning
Battery Warning: battery warning
Low Coolant Warning: low -coolant warning
Lights On Warning: lights -on warning
Key in Ignition Warning: key -in -ignition warning
Low Fuel Warning: low -fuel warning
Low Washer Fluid Warning: low -washer -fluid warning
Bulb Failure Warning: bulb -failure warning
Door Ajar Warning: door -ajar warning
Trunk Ajar Warning: trunk -ajar warning
Brake Fluid Warning: brake -fluid warning
Turn Signal On Warning: turn -signal -on warning
Transmission Fluid Temperature Warning: transmission -fluid -temperature 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: compact spare tire
Spare Tire Mount: spare tire mounted inside under cargo Driver Front Impact Airbag: driver and passenger front -impact airbags Driver Side Airbag: seat -mounted driver and passenger side -impact airbags Overhead Airbag: curtain 1st and 2nd row overhead airbag Knee Airbag: knee airbag
Occupancy Sensor: front passenger airbag occupancy sensor Exhibit 2
Printed On 10/23/2024 12.17.24 PM
225
Height Adjustable Seatbelts: height adjustable front seatbelts Seatbelt Pretensioners: front seatbelt pre-tensioners
3Point Rear Centre Seatbelt: 3 point rear centre seatbelt Fuel Flap Locking Type: locking fuel flap included with power door locks Side 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: Sentry Key immobilizer
Security System: security system
Panic Alarm: panic alarm
Tracker System: tracker system
Electronic Stability: electronic stability stability control with anti -rollover Traction Control: ABS and driveline traction control
Front and Rear Headrests: manual adjustable front head restraints with tilt AntiWh iplash FrontHead rests: anti -whiplash front head restraints Rear Headrest Control: 2 rear head restraints
Break Resistant Glass: break resistant glass
Seats And Trim:
Seating Capacity max. seating capacity of 5
Front Bucket Seats: front bucket seats
Number of Driver Seat Adjustments: 8-way driver and passenger seat adjustments Reclining Driver Seat: power reclining driver and manual reclining passenger seats Driver Lumbar: power 4-way driver and passenger lumbar support Driver Height Adjustment: power height -adjustable driver and passenger seats Driver Fore/Aft: power driver and passenger fore/aft adjustment Driver Cushion Tilt: power driver and passenger cushion tilt Fold Flat Passenger Seat: fold flat passenger seat
Front Centre Armrest Storage: front centre armrest with storage Rear Seat Type: rear manual reclining 60-40 split -bench seat Rear Folding Position: rear seat fold -forward seatback Leather Upholstery: cloth front and rear seat upholstery Door Trim Insert: vinyl door panel trim
Headliner Material: full cloth headliner
Floor Covering: full carpet floor covering
Dashboard Console Insert, Door Panel Insert Combination: piano black/metal-look instrument panel insert, door panel insert, console insert Overhead Console Insert: piano black overhead console insert Shift Knob Trim: chrome shift knob
LeatherSteeringWheel: leatherette steering wheel
Floor Mats: carpet front and rear floor mats
Interior Accents: chrome/metal-look interior accents
Cargo Space Trim: carpet cargo space
Trunk Lid: plastic trunk lid/rear cargo door
Cargo Tie Downs: cargo tie -downs
Cargo Light: cargo light
Concealed Cargo Storage: concealed cargo storage
Standard Engine:
Engine 293-hp, 3.6-liter V-6 (regular gas)
Standard Transmission:
Transmission 8-speed automatic w/ OD and auto -manual
Exhibit 2
Printed On 10/23/2024 12.17.24 PM
226
F L E E T 1A „ N A G EI 1 EI N T
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 Bell Gardens (hereinafter referred to as "CUSTOMER") on this day of October 2024 (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 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 $400 ("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.
Exhibit 2 227
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 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 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 ofall Vehicles and deduct seller fees, auction fees, Service Fees, towing costs, title service fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle from said funds.
Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
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, Enterprise's liability for damage to a Vehicle in its possession shall be limited to the lesser of: (1) the actual cost to repair the damage to such vehicle suffered while in Enterprise's possession; or (2) the negative impact to the salvage value of such vehicle. Enterprise shall not be liable for any other damages to a Vehicle of any kind, including but not limited to special, incidental, consequential or other damages.
17. 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"
Signature:
B
Printed Name:lake Gilmore
Title:
Regional Manager
Date Signed:
"CUSTOMER"
Signature:
Printed Name: Michael B. O'kelly
Title:
Date Signed:
City Manager
Exhibit 2 228
F L E E T 1A A IN A G EI 1 EI N T
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 Bell Gardens (hereinafter referred to as "CUSTOMER"), on the other hand on this day of October —, 2024 (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 $400 or the maximum permitted by law ("Service Fee").
4. Sales Process: Enterprise shall use reasonable efforts in its sole discretion to sell each Vehicle. CUSTOMER may, at its discretion, place a Minimum Bid or Bid to be Approved (BTBA) on any Vehicle by providing prior written notification to Enterprise. Enterprise shall have full discretion to accept any bid at or above the designated minimum bid or BTBA. Absent any such minimum bid or BTBA, Enterprise shall have full discretion to accept any bid on a Vehicle.
5. Time for Payment:
(a) No later than twenty-one (21) business days after the collection of funds by Enterprise for the sale of a Vehicle, Enterprise will remit to the CUSTOMER an amount equal to the Vehicle sale price minus any seller fees, auction fees, Service Fees, towing costs, title service fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 5(a) shall not apply to Vehicle sales involving mistakes or inadvertences in the sales process where Enterprise reasonably believes in its sole discretion that fairness to the buyer or seller justifies the cancellation or reversal of the sale. If Enterprise has already remitted payment to CUSTOMER pursuant to Section 5(a) prior to the sale being reversed or cancelled, CUSTOMER agrees to reimburse Enterprise said payment in full. Enterprise will then re -list the Vehicle and pay CUSTOMER in E f4nce with this Section 5. Examples of mistakes or inadverten2ninclude, but are not limited, to Vehicles sold using inaccurate or incomplete vehicle or title descriptions and bids entered erroneously.
6. Indemnification and Hold Harmless: Except as otherwise provided herein, CUSTOMER agrees to indemnify, defend and hold EFM and each Enterprise Entity and their parents and affiliated entities, employees and agents harmless to the extent any loss, damage, or liability arises from EFM or any Enterprise Entity's use or operation of a vehicle and for the negligence or willful misconduct of Customer, its agents or employees, and for its breach of any term of this Agreement. The parties' obligations under this section shall survive termination of this Agreement.
7. Risk of Loss: Notwithstanding anything to the contrary hereunder, CUSTOMER shall assume all risk of loss for damage to or loss of any Vehicle or any part or accessory regardless of fault or negligence of CUSTOMER, Enterprise, EFM or any other person or entity or act of God.
8. Liens, Judgments, Titles and Defects: CUSTOMER represents and warrants it holds full legal title to each such Vehicle, title to each such Vehicle is clean and not subject to being branded for any reason, or requires any form of additional disclosure to a purchaser and that there are no open recalls on each such Vehicle. CUSTOMER shall defend, indemnify and hold Enterprise, EFM, their parents, employees and agents harmless from and against any and all claims, expenses (including reasonable 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 owner's financial responsibility applicable to EFM or Enterprise. CUSTOMER must waive and must require that its insurer waive its right of subrogation against EFM and Enterprise and their affiliates, employees, successors and permitted assigns on account of any and all claims CUSTOMER may have against EFM or Enterprise with respect to insurance actually carried or required to be carried pursuant to this Agreement.
13. Term: This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty (30) days prior written notice to terminate the Agreement with or without cause.
14. Modification: No modification, amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly signed by the parties hereto.
15. Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises, representations, understandings, and negotiations, whether written or oral, with respect to the subject matter hereto.
16. Liability Limit: EXCEPT TO THE EXTENT A PARTY HERETO BECOMES LIABLE FOR ANY DAMAGES OF THE TYPES DESCRIBED BELOW TO A
THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM AND SUCH PARTY IS ENTITLED TO INDEMNIFICATION WITH RESPECT THERETO UNDER
THE PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO OTHER PARTY FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL,
LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS AND/OR INTERRUPTIONS OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. 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.
Exhibit 2 230
18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly authorized to bind such party.
19. Independent Contractor: EFM and Enterprise shall perform the services hereunder as an independent contractor of Customer and no term of this Agreement shall be deemed or construed to render CUSTOMER and EFM or Enterprise as joint venturers or partners.
20. Unsold Vehicles: Should such Vehicle not sell, Customer shall pick up Vehicle within five (5) business days of being provided notice that the Vehicle has not been sold and, for Vehicles assigned to Enterprise by Customer, Enterprise shall assign title back to CUSTOMER. "ENTERPRISE"
Signature:
Blake Gilmore
Printed Name:
Title: Regional Manager
Date Signed:
Schedule 1
Enterprise Leasing Company of STL, LLC
Enterprise Leasing Company of Georgia, LLC
Enterprise Leasing Company of Florida, LLC
Enterprise Leasing Company of KS LLC
EAN Holdings, LLC
Enterprise Leasing Company of Orlando, LLC
Enterprise Leasing Company of Indianapolis, LLC
Enterprise Rent-A-Car Company of Boston, LLC
Enterprise Leasing Company of Denver, LLC
Enterprise Leasing Company of Chicago, LLC
Enterprise RAC Company of Maryland, LLC
Enterprise Leasing Company of Philadelphia, LLC
Enterprise RAC Company of Baltimore, LLC
Enterprise Leasing Company of Minnesota, LLC
Enterprise Leasing Company of Detroit, LLC
Enterprise Leasing Co of Norfolk/ Richmond, LLC
Enterprise Rent-A-Car Co of San Francisco, LLC
ELRAC, LLC
SNORAC, LLC
"CUSTOMER"
Signature:
Printed Name: Michael B. O'kelly
Title: City Manager
Date Signed:
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
CAM RAC, 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
Exhibit 2 231
FLEET MANAGEMENT
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this day of October 20 24 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 VI EIi111 ILI E& Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a "Vehicle" and collectively, the "Vehicles") described in the schedules from time to time delivered by Lessor to Lessee as set forth below ("Schedule(s)") for the rentals and on the terms and conditions set forth in this Agreement and in the applicable Schedule. References to this "Agreement" shall include this Master Equity Lease Agreement and the various Schedules and addenda to this Master Equity Lease Agreement, each of which are incorporated herein as part of a single, unitary Agreement. Lessor will, on or about the date of delivery of each Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will include, among other things, a description of the Vehicle, the lease term and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease 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. 1 EEIRIW 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. 31r IEEIEEN"E )%NIE1 o"Ell•iIEER I II•i)%IRGIEES;
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules, Open -End (Equity) Lease Rate Quotes, and this Agreement.
The monthly payments will be in the amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.) and will be due and payable in advance on the first day of each month. Lessee agrees to pay Lessor interest charges, in connection with 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 "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 after the end of the applicable Term (subject to Lessor's right to recoup any amounts Lessor would owe to Lessee under this Section 3(c) against any obligations of Lessee to Lessor under this Agreement).
Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-eight (48) months (including any extension of the Term for such Vehicle), (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 and recouped against any losses and/or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed 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").
Exhibit 2 232
Initials: EFM Customer
(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor, Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be 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. U.DSIE: AND " U.DIR:IRIE:NI[DIE:IR OF VIEll-UII¢. II IE& 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 Administration. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first obtaining Lessor's written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro -rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee's failure to return any Vehicle as required hereunder.
F„ cos -Fs, F:XlPI :NSIE , FIEIES AND QHAIRG IE& 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 same.
6,, IIL.II¢. IE:NSIE AND ¢. li•UAIRa IE& 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 R1EGils"r1R)%"r110N II°%ILduIES, F:"rc,. Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates, permits, inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee's expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling, licensing and/or registration laws of such other state.
�I�I1111�I�I I IIM®�I�11®I 1�11�11I IU�I�IEIU>
(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Vehicles. Lessee will not make (or cause to be made) any alterations, upgrades, upfitting, additions or improvements (collectively, "Alterations") to any Vehicle which (i) could impact or impair the "motor vehicle safety" (as defined by the Motor Vehicle Safety Act) of the Vehicle, or (ii) 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, in 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 Exhibit 2 233
Initials: EFM Customer
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 (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,, SIEEILI E¢. "FIION OF VIEEII•iII¢. ILI ES AND F IIS¢. LA111 IEEIR OF WAIRIE AN"FIIIEE& (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 NOTA MANUFACTURER OFANYVEHICLE .�:��u�e�arrr•»�•r_�rir�y�.�rr�:�a:z•»�rv�•ia:i�yr�
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS," "WITH ALL FAULTS." All warranties made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee's only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle. (c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee. (d) In no event shall Lessor, Servicer or any other agent of Lessor or their respective affiliates be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to this Agreement, including, without limitation, any breach or performance of this Agreement, regardless of (i) whether such damages were foreseeable, (ii) whether or not Lessor, Servicer or any other agent of Lessor or their respective affiliates were advised of the possibility of such damages and/or (iii) the legal or equitable theory (contract, tort or otherwise) upon which a claim, action, cause of action, demand, lawsuit, arbitration, inquiry, proceeding or litigation is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
10,, IEEII" K OF ILOS& 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.
f f. IINSU. IRANC11
(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, and that Lessor will suffer immediate and irreparable harm if Lessee fails to comply with such obligations:
(i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No -Fault Protection where required by law) for the limits listed below (Note - $2,000,000 Combined Single Limit Bodily Injury and Property Damage per accident with No Deductible is required for each Vehicle capable of transporting more than 8 passengers):
State of Vehicle Reaistration Coveraae
Connecticut, Massachusetts, Maine, New Hampshire, New Jersey, $1,000,000 Combined Single Limit Bodily Injury and Property Damage New York, Pennsylvania, Rhode Island, and Vermont per accident - No Deductible Florida $500,000 Combined Single Limit Bodily Injury and Property Damage per accident or $100,000 Bodily Injury Per Person Per Accident, $300,000 Per Accident and $50,000 Property Damage per accident (100/300/50) - No Deductible
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 $50,000 Property Damage Per Accident (100/300/50) Exhibit 2 23+4o Deductible
Initials: EFM Customer
(ii) 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, 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 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. IIIMIDIE NUIN111 Y" To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law. 11 IINSII°%EE¢. "FIION OF VI EliTI¢. IIL"IEES; OIE1OINUIEE"rI ElE1 F IIS LO U.DIEIIEE; FIINAN¢. IlAlL " "lid%"r1E1 IIE:N"r& 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. F I EFAU.DllL rl IRI EIW EIDIIIE& 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 Exhibit 2 235
Initials: EFM Customer
if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a material adverse change in the financial condition, a going concern audit comment of Lessee or any guarantor, or if Lessee admits that it cannot pay its debts as they become due, makes an assignment for the benefit of creditors, is the subject of a voluntary or involuntary petition for bankruptcy, is adjudged insolvent or bankrupt, or a receiver or trustee is appointed for any portion of Lessee's assets or property; (g) if more than one (1) payment by Lessee to Lessor is returned by Lessee's bank for any reason within a twelve (12) month period; or (h) if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, Servicer of Lessor, or any direct or indirect subsidiary of Servicer of Lessor, Enterprise Holdings, Inc. or a subsidiary or affiliate of Enterprise Holdings, Inc.. For purposes of this Section 14, the term "guarantor" shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.
Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii) in each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative.
15. A S"SIIGNINUIEEN"m Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in and to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use, operation or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee or to any other person or entity, or for any other reason.
Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this Agreement or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee's interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor. 16,, IM11 S¢. IELILANIEOU. & This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy, which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Without Lessor's prior written consent, Lessee shall not use or include Lessor's, 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, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Agreement may be executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (if more than one) are joint and several.
IT "SU.D¢. ¢.IE"S"St'SIEE"S AND AS"SIIGN"S; GOVERNING IIL.Aft 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).
1 & NON-II'%IEE"lily"IiI O r 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 InTals:l"EF� Customer 236
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,, N0N-dill°%II°%1iR0II°%li u%"r110W 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.
LESSOR: Enterprise FM Trust
LESSEE: City of Bell Gardens By: Enterprise Fleet Management, Inc. its attorney in fact Signature:
By: Michael B. O'kelly
Title: City Manager
Address: 7100 S Garfield
Bell Gardens, CA 90201
Date Signed: ,
Signature
By:
Blake Gilmore
Title: Regional Manager
Address: 1515 W 190th st
Gardena,CA 90248
Date Signed:
Initials: EFM Customer
Exhibit 2 237
FLEET MANAGEMENT
SERVICE AGREEMENT
This Agreement is entered into as of the _ day of , 2024, by and between Enterprise Fleet Management, Inc., (EFM), a Missouri corporation, and City of Bell Gardens (Company).
Enterprise Fleet Management, Inc. is the "Servicer" as denoted by the MASTER EQUITY LEASE AGREEMENT that is by and between Enterprise FM Trust, a Delaware statutory trust and City of Bell Gardens.
WITNESSETH:
Scope of Service: This Agreement shall be effective upon execution by both parties and shall continue for three (3) years with the option of two one (1) year extensions, unless terminated earlier in accordance with the terms of the Master Equity Lease Agreement. Capitalized terms used herein and not defined herein shall have the meanings given in the Lease.
IN WITNESS WHEREOF, EFM and Company have executed this Service Agreement as of the day and year first above written.
Company: City of Bell Gardens EFM: ENTERPRISE FLEET MANAGEMENT INC.
By:
Title:
Address:
By:
Title:
Address:
Exhibit 2 238
FLEET MANAGEMENT
SERVICE AGREEMENT
This Agreement is entered into as of the _ day of _, 2024, by and between Enterprise Fleet Management, Inc., (EFM), a Missouri corporation, and City of Bell Gardens (Company).
WITNESSETH:
Enterprise Fleet Management, Inc. is the "Servicer" as denoted by the MASTER EQUITY LEASE AGREEMENT that is by and between Enterprise FM Trust, a Delaware statutory trust and City of Bell Gardens.
Scope of Service: This pricing and services under this contract are in accordance with the contract between Enterprise Fleet Management and Sourcewell for Fleet Management Services Request for Proposal #030122-EFM effective until April 18, 2026.
IN WITNESS WHEREOF, EFM and
executed this Service Agreement as of the day and year first above written. have
Company: City of Bell Gardens EFM: ENTERPRISE FLEET MANAGEMENT INC.
By:
Title:
Address:
By:
Title:
Address:
Exhibit 2 239
4a ��✓
1 �
w�
o '401b
Su..vcewell Winu�in i�°
RFP #030122
REQUEST FOR PROPOSALS
for
Fleet Management Services
Proposal Due Date: March 1, 2022, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Fleet Management Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal[ https://proportal.sourcewell-mn.gov] . Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 1, 2022, at 4:30 p.m. Central Time, and late proposals will not be considered.
Solicitation Schedule
Public Notice of RFP Published:
Pre -proposal Conference
Question Submission Deadline:
Proposal Due Date:
Opening:
Rev. 3/2021
January 11, 2022
February 1, 2022, 10:00 a.m., Central Time
February 21, 2022, 4:30 p.m., Central Time
March 1, 2022, 4:30 p.m., Central Time
Late responses will not be considered.
March 1, 2022, 6:30 p.m., Central Time
See RFP Section V.G. "Opening"
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 240
I. ABOUT SOURCEWELL
A. SOURCEWELL
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative purchasing solutions from which Sourcewell's Participating Entities procure equipment, products, and services.
Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers' potential pool of end users.
Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.
B. USE OF RESULTING CONTRACTS
In the United States, Sourcewell's contracts are available for use by:
• Federal and state government entities;
• Cities, towns, and counties/parishes;
• Education service cooperatives;
• K-12 and higher education entities;
• Tribal government entities;
• Some nonprofit entities; and
• Other public entities.
In Canada, Sourcewell's contracts are available for use by:
• Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly -funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 241
• Members of the Rural Municipalities of Alberta (RMA) and their represented Associations: MASH (municipalities, academic institutions, schools and hospitals) and MUSH (municipalities, universities, schools and hospitals) sectors, and other governmental agencies eligible to use the Sourcewell contracts. MASH and MUSH sector refers to regional, local, district or other forms of municipal government, school boards, publicly -funded academic, health and social service entities, as well as any corporation or entity owned or controlled by one or more of the preceding entities, including but not limited to represented associations, Saskatchewan Association of Rural Municipalities ("SARM"), Association of Manitoba Municipalities ("AMM"), Local Authorities Services/Association of Municipalities Ontario ("LAS/AMO", excluding the cities of Toronto and Ottawa), Nova Scotia Federation of Municipalities ("NSFM"), Federation of Prince Edward Island Municipalities ("FPEIM"), Municipalities Newfoundland Labrador ("MNL"), Union of New Brunswick Municipalities ("UNBM"), North West Territories Association of Communities ("NWTAC") and their members.
RMA Participants may include all not -for -profit agencies for Canadian provinces and territories.
For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator.
Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.
To meet Participating Entities' needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In the United States each state -level procurement department receives notice for possible re -posting.
Proof of publication will be available at the conclusion of the solicitation process.
II. SOLICITATION DETAILS
A. SOLUTIONS -BASED SOLICITATION
This RFP and contract award process is a solutions -based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 242
B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.
1. Sourcewell is seeking proposals for Fleet Management Services, including, but not limited to:
a. Services for the acquisition by Sourcewell participating entities, whether by lease or financing, of on -road vehicles of all types or classifications, all weight classes, and all engine types;
b. New vehicle service and preparation for the vehicles described in subsection 1. a. above, such as, pre -delivery inspection, parts and accessories installation, and vehicle marking application or installation;
c. Preventative maintenance plans, vehicle maintenance and repair services, and related service level agreements for Sourcewell participating entity on -road vehicle fleets of all types; and,
d. In addition to the solutions described in subsections 1. a. — c. above, proposers may include a complementary offering of the following ancillary services:
i. Short-term rental programs;
ii. Upfitting of after -market products;
iii. Fleet management information technologies, such as: telematics, fleet monitoring, fuel management, fuel tank management, and motor pool/fleet sharing software and systems;
iv. Roadside assistance including towing, emergency charging, and repairs; V. Installation, operation, and maintenance of dedicated charging and fueling stations; and,
vi. Vehicle battery longevity monitoring and replacement plans.
Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed.
Generally, the solutions for Participating Entities are turn -key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third - party contractors, to properly install and bring to operation the equipment or products being proposed.
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 243
Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.
Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.
C. REQUIREMENTS
It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.
1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.
2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.
3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.
4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational.
5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.
D. ANTICIPATED CONTRACT TERM
Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one year extension that may be offered based on the best interests of Sourcewell and its Participating Entities.
ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $60 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 244
Exhibit 2
contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.
F. MARKETING PLAN
Proposer's sales force will be the primary source of communication with Participating Entities.
The proposer's Marketing Plan should demonstrate proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as proposer's sales and service capabilities. It is expected that proposer will promote and market any contract award.
G. ADDITIONAL CONSIDERATIONS
1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.
2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer's information and may request clarification from a proposer, including samples of the proposed equipment or products.
3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.
4. A proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.
III. PRICING
A. REQUIREMENTS
All proposed pricing must be:
1. Either Line -Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line -item Pricing is pricing based on each individual product or services. Each line must indicate the proposer's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.
Rev. 3/2021 Sourcewell RFP #030122
Fleet Management Services
245
2. The proposer's not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price.
3. Stated in U.S. and Canadian dollars (as applicable).
4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location).
Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal.
B. ADMINISTRATIVE FEES
Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total salesto Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.
IV. CONTRACT
Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation.
To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered.
Exceptions must:
1. Clearly identify the affected article and section.
2. Clearly note the requested modification; and as applicable, provide requested alternative language.
Unclear requests will be automatically denied.
Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature.
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 246
If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell's sole discretion, the contract award may be revoked.
V. RFP PROCESS
A. PRE -PROPOSAL CONFERENCE
Sourcewell will hold an optional, non -mandatory pre -proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Supplier Account. Pre -proposal conference attendance is optional.
B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION
All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.
The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.
All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.
C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.
Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time.
If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer's proposal status to INCOMPLETE. The proposer can view this status change in the "MY BIDS" section of the Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 247
Sourcewell Procurement Portal Supplier Account. The proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Supplier Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer's proposal status has changed to INCOMPLETE, the proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re -submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.
D. PROPOSAL SUBMISSION
Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer's sole responsibility to ensure that the proposal is received on time.
It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.
In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues.
Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell's support provider at support(@bidsandtenders.ca.
To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Supplier Account and register for this solicitation opportunity.
Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award.
The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law.
E. GENERAL PROPOSAL REQUIREMENTS
Proposals must be:
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 248
• In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
• Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English.
• Valid and irrevocable for 90 days following the Proposal Due Date.
Any and all costs incurred in responding to this RFP will be borne by the proposer.
F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a proposer may withdraw its proposal.
G. OPENING
The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.
To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time.
VI. EVALUATION AND AWARD
UMUZ1UYA00LI
It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
• The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities' use.
o A proposer's sales and service network to assure availability of product supply and coverage to meet Participating Entities' anticipated needs. • Total evaluation scores.
• The attributes of proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals.
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 249
Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product.
Award(s) will be made to the proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.
Sourcewell may request written clarification of a proposal at any time during the evaluation process.
Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal):
Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service 100
Marketing Plan 50
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.
Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received no later than 10 calendar days' following Sourcewell's notice of contract award(s) or non -award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal's content will not be entertained A protest must include the following items:
• The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number;
• A precise statement of the relevant facts;
• Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest;
• Any additional supporting documentation;
• The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty).
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 250
Protests that do not address these elements will not be reviewed.
D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected.
Sourcewell reserves the right to:
• Modify or cancel this RFP at any time;
• Reject any and all proposals received;
• Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
• Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
• Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer;
• Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
• Award a contract to one or more proposers if it is in the best interest of Participating Entities.
E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.
Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition.
Rev. 3/2021
Sourcewell RFP #030122
Fleet Management Services
Exhibit 2 251
Sourcewell
1/13/2022
Addendum No. 1
Solicitation Number: RFP 030122
Solicitation Name: Fleet Management Services
Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
There appears to be a conflict or overlap between the scope of this RFP and the scope of other recent Sourcewell solicitations. How will Sourcewell address potential services that are specifically identified in other RFPs, but could be construed to be included in this RFP?
Answer 1:
The Sourcewell RFP is an open and competitive solicitation process, and each RFP is an opportunity independent of any other prior, current, or future RFP. Each proposer, in its discretion, will propose the equipment, products, or services that it deems to fall within Sourcewell's requested equipment, products, and services as described in the RFP. Only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of the solicitation and each Proposal will be evaluated based on the criteria stated in the RFP.
End of Addendum
Acknowledgement of this Addendum to RFP 030122 posted to the Sourcewell Procurement Portal on 1/13/2022, is required at the time of proposal submittal.
Exhibit 2 252
Sourcewell
2/17/2022
Addendum No. 2
Solicitation Number: RFP 030122
Solicitation Name: Fleet Management Services
Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
How would you define "service force?"
Answer 1:
In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine the content and format of the data that best represents their proposal and best demonstrates their ability to serve Sourcewell participating entities. The solicitation is a competitive process and proposals are evaluated on the content submitted.
Question 2:
If orders will be handled by distributors, dealers, or others, explain the roles of the Proposer and others. How would you define 'ordering process'? Answer 2:
Refer to RFP Section II. B. — Requested Equipment, Products, or Services — "If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract." It is left to the discretion of each proposer to determine the information or documentation necessary to best demonstrate their ability to serve Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables.
Exhibit 2 253
Each proposer is asked to articulate the order process that aligns with its business methods and processes within the proposal.
Question 3:
What response is recommended if a bidder can execute some, but not all, of the items listed?
Answer 3:
Refer to the Frequently Asked Questions document on the Sourcewell Procurement Portal bids homepage.
Question 4:
Can an awarded supplier present its forms to the potential customer, or will the supplier be required to only use the participating entities agreements? Is it permitted to negotiate completely new agreements with the participating entity? Answer 4:
Refer to template contract Article 6. — Participating Entity Use and Purchasing, for additional detail related the ordering process and the development of transaction documentation.
Question 5:
Regarding template contract Section 5. A — Participation, define "Sourcewell contract use eligibility requirements and documentation...."
Answer 5:
Refer to RFP Section I. B. — Use of Resulting Contracts. The benefits of a contract resulting from this solicitation should be available to all participating entities that can legally access the equipment, products, or services under the contract. Awarded suppliers will receive instruction on relevant contract documentation in connection with the contract launch process.
Question 6:
If a contract between an awarded supplier and Sourcewell is terminated, will the supplier still be permitted to continue the relationship with any participating entity? If they terminate and we have existing agreements in place with participating entities, does the supplier continue to pay Sourcewell the administrative fee? Exhibit 2 254
Answer 6:
Refer to template contract Section 6. A. — Orders and Payment, "All Participating Entity orders under this contract must be issued prior to expiration of cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract."
End of Addendum
Acknowledgement of this Addendum to RFP 030122 posted to the Sourcewell Procurement Portal on 2/17/2022, is required at the time of proposal submittal.
Exhibit 2 255
Sourcewell
2/21/2022
Addendum No. 3
Solicitation Number: RFP 030122
Solicitation Name: Fleet Management Services
Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Is Sourcewell willing to sign a mutual NDA?
Answer 1:
Sourcewell complies with the Minnesota Government Data Practices Act and will not execute a nondisclosure agreement for a proposer. Reference Section VI. E. of the Sourcewell RFP.
Question 2:
Can we share the details of projects and references implemented outside US? Answer 2:
It is left to the discretion of each proposer to determine how to best demonstrate their ability to serve Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables. Table 4 — References/Testimonials, Line Item 24, seeks information from "three customers who are eligible to be Sourcewell participating entities." Table 5 —Top Five Government or Education Customers seeks information from "your top five government, education, or non-profit customers." Question 3:
Can some of the project(s) be delivered remotely to control travel expenses? Answer 3:
It is left to the discretion of each proposer to propose a method for delivery that aligns to its business practices and meets all applicable industry standards, laws, and Exhibit 2 256
regulations. A proposer should include all relevant information and fully describe the total cost of acquisition for a participating entity in its proposal. Proposals are evaluated based on the criteria stated in the RFP.
Question 4:
Can offshore developers/consultants (outside USA) be used? Answer 4:
It is left to the discretion of each proposer to determine the information and documentation necessary to best demonstrate their ability to serve Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables. Proposals are evaluated based on the criteria stated in the RFP.
Question 5:
We are only provide Fleet Management Software. Can we still submit for this RFP? Answer 5:
Each Sourcewell RFP is an open and competitive solicitation process. In the competitive process, Sourcewell will not pre -evaluate a proposer's offerings. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell's requested equipment, products, and services as described in the RFP. Only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of the solicitation. Each Proposal will be evaluated based on the criteria stated in the RFP.
End of Addendum
Acknowledgement of this Addendum to RFP 030122 posted to the Sourcewell Procurement Portal on 2/21/2022, is required at the time of proposal submittal.
Exhibit 2 257
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122—EFM
Solicitation Number: RFP #030122
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Enterprise Fleet Management, Inc., 600 Corporate Park Drive, St. Louis, MO 63105 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Fleet Management Services from which Supplier was awarded a contract.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires April 18, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.
C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Rev. 3/2021
Exhibit 2 258
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Equipment, product, or service warranties will be provided by the manufacturer or service provider. Supplier will assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer or service provider. Any manufacturer's or service provider's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable Rev. 3/2021
Exhibit 2 259
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.
In the event that Equipment and Products arrive in a defective or inoperable condition, the Participating Entity must promptly bring any such condition to Supplier's attention. Supplier will then provide commercially reasonable assistance to the Participating Entity in any communication or negotiation with the Equipment and Product's manufacturer or dealer, as applicable, with respect to claims relating to such condition.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.
C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
Rev. 3/2021
3 Exhibit 2 260
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.
S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier's employees may be required to perform work at government - owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Rev. 3/2021
Exhibit 2 261
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order prior to the applicable Equipment and Product manufacturer or dealer deadline, in whole or in part, immediately upon notice to Supplier in the event of any of the following:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements.
Any termination thereafter will be governed by the terms and conditions of Supplier's affiliates' Master Lease Agreement.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
Rev. 3/2021
Exhibit 2 262
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).
The Report must contain the following fields:
• Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should Rev. 3/2021
Exhibit 2 263
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
Rev. 3/2021
Exhibit 2 264
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
E. CONTRACT COMPLETE. This Contract, with respect to the subject matter hereof, represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1- 22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell, including their agents and employees, harmless from any third -party claims or causes of action, including attorneys' fees incurred by Sourcewell, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.
Indemnity obligations between Supplier and any Participating Entity, if any, will be as set forth in the applicable Supplier's affiliates' Master Lease Agreement.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier.
b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, Rev. 3/2021
Exhibit 2 265
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use, Quolity Control.
a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.
5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
Rev. 3/2021
Exhibit 2 266
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated Rev. 3/2021
10 Exhibit 2 267
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
or other damages. If the default remains after the opportunity for cure, the non -defaulting party may:
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Rev. 3/2021
11 Exhibit 2 268
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
Rev. 3/2021
12 Exhibit 2 269
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the Rev. 3/2021
13 Exhibit 2 270
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). Intentionally omitted.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708).
Intentionally omitted.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. Intentionally omitted.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Intentionally omitted.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award Rev. 3/2021
14 Exhibit 2 271
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. Intentionally omitted.
J. BUY AMERICAN PROVISIONS COMPLIANCE. Intentionally omitted.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). Intentionally omitted.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
Rev. 3/2021
15 Exhibit 2 272
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. Intentionally omitted.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 184111J93► 0A
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Sourcewell Enterprise Fleet Management, Inc.
DocuSigned by, DocuSigned by:
E
t Vt wty S&Wa�� vwt&
C9FD2A139Git Sit
D06489... EFC279C1DE8D465...
By: By:
Jeremy Schwartz Dain Giesie
Title: Chief Procurement Officer Title: Vice President
5/4/2022 1 9:11 AM CDT 5/4/2022 1 2:58 PM CDT
Date: Date:
Rev. 3/2021
16 Exhibit 2 273
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 030122-EFM
Approved:
E
DoccuSigneedby,
By: 7E42BSF817A64CC...
Chad Coauette
Title: Executive Director/CEO
5/4/2022 1 3:23 PM CDT
Date:
Rev. 3/2021
17 Exhibit 2 274
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 RFP 030122 - Fleet Management Services
Vendor Details
Company Name: Enterprise Fleet Management, Inc
Does your company conduct
business under any other name? If MO
yes, please state:
600 Corporate Park Dr.
Address:
St. Louis, MO 63050
Contact: Dain Giesie
Email: [email protected]
Phone: 314-274-5428
Fax: 314-274-5428
HST#: 43-1697807
Submission Details
Created On:
Tuesday February 01, 2022 10:13:18
Submitted On:
Tuesday March 01, 2022 16:13:51
Submitted By:
Dain Giesie
Email:
[email protected]
Transaction #:
53316618-72bf-4ca3-ad36-3ffbOfdf4609
Submitter's I Address:
4.30.165.86
PA[g n2ber: RFP 030122 275 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Specifications
Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation).
Line
Item
Question
Response*
1 Proposer Legal Name (one legal entity only):
Enterprise Fleet Management, Inc.
(In the event of award, will execute the
resulting contract as "Supplier")
2 Identify all subsidiary entities of the Proposer
N/A
whose equipment, products, or services are
included in the Proposal.
3 Identify all applicable assumed names or DBA
Enterprise Fleet Management
names of the Proposer or Proposer's
subsidiaries in Line 1 or Line 2 above.
4 Provide your CAGE code or DUNS number:
08-001-5860
5 Proposer Physical Address:
600 Corporate Park Drive, St. Louis, MO 63105
6 Proposer website address (or addresses):
efleets.com
7 Proposer's Authorized Representative (name,
Dain Giesie, Assistant Vice President, [email protected], 314-274-5428 title, address, email address & phone) (The
representative must have authority to sign
the "Proposer's Assurance of Compliance" on
behalf of the Proposer and, in the event of
award, will be expected to execute the
resulting contract):
8 Proposer's primary contact for this proposal
Dain Giesie, Assistant Vice President, [email protected], 314-274-5428 (name, title, address, email address & phone):
9 Proposer's other contacts for this proposal, if
IMichelle Rojas, Business Analyst, [email protected], 314-274-4556 any (name, title, address, email address &
phone):
Table 2: Company Information and Financial Strength
Line Question
Item
Response*
PA[g n2ber: RFP 030122 276 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 10 Provide a brief history of your company,
Background and History
including your company's core values,
In 1957, with seven cars and a hunch that customers would embrace the novel business philosophy, and industry longevity
concept of leasing automobiles, Jack Taylor founded Executive Leasing Company, related to the requested equipment, products
what is today known as Enterprise Rent-A-Car. Twelve years later, Enterprise began or services.
expanding outside of St. Louis.
In 1992, Enterprise surpassed $1 billion in annual revenue and had nearly 10,000 employees in its work force. Enterprise's leasing division became known as Enterprise Fleet Management, serving businesses with small- to mid -sized fleets.
In August 2007, the Taylor family acquired the National Car Rental and Alamo Rent A Car businesses. Two years later our operating company adopted the name Enterprise Holdings.
Today, with 75,000 employees, 1.85 million vehicles, and annual revenue of $23.9 billion, Enterprise Fleet Management and Enterprise Holdings combine to form one of the largest transportation service providers in the world.
Using the expertise that comes from managing such a large worldwide fleet, Enterprise Fleet Management has grown into one of the largest fleet management companies in the nation. We specialize in partnering with companies to develop customized fleet programs which are proven to drive down costs and streamline the processes.
Founding Values
Our founding values are a simple yet powerful set of beliefs that drives us and are how we hold ourselves accountable every day. Over the years we have formalized the values into a set of guiding principles that every employee can understand and embrace:
Our brands are the most valuable things we own.
Personal honesty and integrity are the foundation of our success.
Customer service is our way of life.
Our company is a fun and friendly place, where teamwork rules.
We work hard... and we reward hard work.
Great things happen when we listen ... to our customers and to each other.
We strengthen our communities, one neighborhood at a time.
Our doors are open.
Business Philosophy
Our goal is to create lifelong relationships with all our Enterprise customers and to exceed expectations through superior customer service. Our founding values are one of the many ways in which we remind ourselves to put our customers' needs first.
The result has been millions of satisfied Enterprise customers, thousands of successful employees, and a company that continues to grow. 11 What are your company's expectations in the
Our goal as a fleet management company is to work with our clients to develop a event of an award?
long-term, sustainable fleet program that will lower their total cost of ownership. We accomplish this through our localized, hands-on approach to account management, industry -leading products and services, technology, and 65 years of experience managing vehicles. As the awarded vendor, Enterprise Fleet Management will work directly with your member agencies to proactively create, implement and manage a cost-effective total transportation solution.
It would be Enterprise's expectation that Sourcewell and its employees work in conjunction with Enterprise's local teams to identify optimal strategies on ways to best serve the members.
12 Demonstrate your financial strength and
Ranked on the Forbes America's Largest Private Companies list, Enterprise Fleet stability with meaningful data. This could
Management, together with our affiliate Enterprise Holdings, is unparalleled in size, include such items as financial statements,
strength and stability. As a privately held company, it is not our practice to publicly SEC filings, credit and bond ratings, letters
distribute consolidated financial information. However, our conservative and of credit, and detailed reference letters.
disciplined long-term approach to managing our business has earned us, by far, the Upload supporting documents (as applicable)
strongest balance sheet in our industry.
in the document upload section of your
response.
Standard and Poor's Rating Services recently upgraded Enterprise Fleet Management Inc.'s corporate credit rating to BBB+ from BBB. This reflects the financial strength of our company and our long-term approach to our business. 13 What is your US market share for the
Recently, Enterprise Fleet Management was ranked the largest fleet management solutions that you are proposing?
provider in the United State, according to Automotive Fleet's 2021 Fact Book. We have been operating in the industry for decades. This stability has enabled us to pursue consistently conservative growth and residual value targets, while limiting operational and credit risk. Enterprise's positive outlook reflects our expectations that the company will maintain its industry -leading position in the automotive fleet leasing industry.
PU[g n2ber: RFP 030122 277 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 14 What is your Canadian market share for the
Currently, Enterprise manages 5,000 leased units, 10,000 non -leased units and over solutions that you are proposing?
80,000 rentals across Canada. Enterprise has about 1 percent of the fleet management and leasing market and over 50 percent of the rental market.
Enterprise Fleet Management is currently growing at 18.6 percent annually in Canada and over 200 percent in Western Canada.
15 Has your business ever petitioned for
No.
bankruptcy protection? If so, explain in detail.
16 How is your organization best described: is
Service provider
it a manufacturer, a distributor/dealer/reseller,
or a service provider? Answer whichever
question (either a) or b) just below) best
applies to your organization.
a) If your company is best described as
a distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
independent or company owned?
b) If your company is best described as
a manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services
proposed in this RFP. Are these individuals
your employees, or the employees of a third
party?
17 If applicable, provide a detailed explanation
o Alberta Corporate License number: 2116040300
outlining the licenses and certifications that
o Saskatchewan Corporate License number: 101184133
are both required to be held, and actually
o Manitoba Corporate License number: 6262881
held, by your organization (including third
o GST number: 82540 4205 RT0001:
parties and subcontractors that you use) in
o Saskatchewan PST number: 2476059
pursuit of the business contemplated by this
o Manitoba PST number: 82540 4205 MC0001
RFP.
18 Provide all "Suspension or Debarment'
N/A
information that has applied to your
organization during the past ten years.
PA[g n2ber: RFP 030122 278 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 3: Industry Recognition & Marketplace Success
Line
Item
Question
Response*
19 Describe any relevant industry awards or
Enterprise Fleet Management has a distinguished history of receiving awards and recognition that your company has received
accolades. A selection of major honors received in recent years is included below in the past five years
and can also be found on our website.
Blue Seal of Excellence from the National Institute for Automotive Service Excellence (ASE) (1997-2020 — 24 years straight)
Silver Stevie Award, Innovation in Sales from the Stevie Awards for Sales & Customer Service (2020)
Silver Stevie Award, Best Use of Technology in Sales from the Stevie Awards for Sales & Customer Service (2020)
Bronze Stevie Award, Innovation in Customer Service from the Stevie Awards for Sales & Customer Service (2020)
Bronze Stevie Award, Best Use of Technology in Customer Service from the Stevie Awards for Sales & Customer Service (2020)
20 What percentage of your sales are to the
Enterprise Fleet Management is a privately owned family run business and does governmental sector in the past three years
not release specific performance numbers to the public. Owned by the Taylor family of St Louis since 1957, Enterprise Fleet Management operates a network of more than 50 fully staffed offices, which manages a fleet of more than 710,00 vehicles in the U.S and Canada. Enterprise Fleet Management provides services to hundreds of public and private schools, colleges, universities, cities, counties, and other government entities nationwide to manage tens of thousands of government vehicles. There have been no clients that have terminated a contract for non- performance.
21 What percentage of your sales are to the
Enterprise Fleet Management is a privately owned family run business and does education sector in the past three years
not release specific performance numbers to the public. Owned by the Taylor family of St Louis since 1957, Enterprise Fleet Management operates a network of more than 50 fully staffed offices, which manages a fleet of more than 710,00 vehicles in the U.S and Canada. Enterprise Fleet Management provides services to hundreds of public and private schools, colleges, universities, cities, counties, and other government entities nationwide to manage tens of thousands of government vehicles. There have been no clients that have terminated a contract for non- performance.
22 List any state, provincial, or cooperative
Enterprise Fleet Management partners with Sourcewell, TIPS, and E&I for purchasing contracts that you hold. What is
cooperative purchasing. As a privately held company we do not release specific the annual sales volume for each of these
performance numbers to the public. Enterprise Fleet Management provides contracts over the past three years?
services through the use of purchasing co-ops to all public and private schools, colleges, universities, cities, counties, and other government entities. 23 List any GSA contracts or Standing Offers
Enterprise Fleet Management, Inc. does not hold any contracts directly with the GSA. and Supply Arrangements (SOSA) that you
hold. What is the annual sales volume for
each of these contracts over the past three
years?
Table 4: References/Testimonials
Line Item 24. Supply reference information from three customers who are eligible to be Sourcewell participating entities.
Entity Name *
Contact Name*
Phone Number*
Kenosha Unified School District
Dan Aiello, Grounds and Vehicle Repair
(262) 359-7541
City of Ruston
Michelle Colvin, Purchasing Agent
(318) 251-8631
Kings Mosquito Abatement District
Michael Cavanagh, General Manager
(559) 584-3326
PA[g n2ber: RFP 030122 279 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 5: Top Five Government or Education Customers
Line Item 25. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.
Entity Name
Entity Type *
State 1
Province *
Scope of Work *
Size of Transactions *
Dollar Volume Past Three
Years *
Village Center
Education
Florida - FL
Fleet Management Services for
213 vehicles delivered
$1,903,139
Community
101 vehicles.
Development
District
City of
Government
Georgia - GA
Fleet Management Services for
117 vehicles delivered
$2,871,939
Roswell,
280 vehicles including Accident
Georgia
Management.
City of
Government
Maryland - MD
Fleet Management Services for
74 vehicles delivered
$2,334,939
Rockville
189 vehicles
City of Murrieta
Government
California - CA
Fleet Management Services for
73 vehicles delivered
$2,698,024
44 vehicles including full
maintenance and maintenance
management
City of Newton
Government
Maine - ME
Fleet Management Services for
61 vehicles delivered
$1,350,606
68 vehicles
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable.
Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.
Line Question Response*
Item
PA[g n2ber: RFP 030122 280 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 26 27
Sales force.
Dealer network or other distribution
methods.
Enterprise Fleet Management has experienced leadership at both the corporate and local level. This allows our regional group offices to make decisions at the local level to meet their customers' needs, while providing overall support, infrastructure and centralized services from our corporate teams.
Each of our more than 50 Enterprise Fleet Management offices are staffed with more than 500 sales professionals to handle all areas of our customers' fleet programs, including sales. Key positions within the local teams include:
Fleet Management Director
• The director of the local leadership team who can assist in resolving escalated customer service needs regarding the Sourcewell's fleet management services.
Fleet Strategy Manager
• Works with Client Strategy Manager to maximize resale/disposal of fleet vehicles • Works with wholesalers nationwide to sell vehicles in an average of 23 days Finance Manager
• A member of the local leadership team who can assist in resolving escalated customer service needs regarding the financing of Sourcewell's fleet.
Account Executive
• Designs, reviews and implements fleet management programs • Supports the Client Strategy Manager in handling Sourcewell's ongoing fleet needs Area Sales Manager
• Provides a managerial oversight to the Account Executive and Client Strategy Manager and can provide additional support to Sourcewell as needed Client Strategy Manager
• Implements fleet management programs specifically designed for Sourcewell • Reviews Sourcewell's Fleet Profile on a regular basis • Proactively forecasts vehicle replacement needs
• Secondary point of contact for fleet related matters
Account Fleet Coordinator
• Primary contact for Sourcewell's fleet needs
• Administers all day-to-day fleet -related matters
• Works with Client Strategy Manager to provide turnkey fleet management • Works directly with Sourcewell's emplovees on fleet issues As the largest purchaser of vehicles in North America, Enterprise has the ability to acquire vehicles from nearly any manufacturer. We can also offer both new and used vehicles from existing inventory.
Vehicle Delivery
Enterprise Fleet Management has 17,000 dealers in our database through which we can arrange vehicle delivery. Unless defined otherwise, we start our search for courtesy delivery (CD) dealers with fees under $150 and within 35 miles of the driver. We shop for the best deal for all parties and always look for volume discount opportunities. When applicable we use the same dealers continuously to ensure they understand Enterprise and our customers' expectations. We have detailed instructions letting the dealer know step-by-step what is needed for a smooth transaction, including payment.
This is what we expect from our CD dealers:
• Acceptance of vehicle, including inspection for damage or missing equipment. • Filing of claims and making arrangements for any necessary repairs. • Preparation of vehicle for delivery, including performing the post -delivery inspection, cleaning the vehicle, and installing any equipment.
• Timely delivery of vehicle to driver, including providing excellent customer service and a demonstration of the vehicle.
• Application for Title and Registration with the state and installation of license plates or temporary tags.
PU[g n2ber: RFP 030122 281 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 28 Service force.
Call Center
29 Describe the ordering process. If orders
will be handled by distributors, dealers or
others, explain the respective roles of the
Proposer and others.
Enterprise Fleet Management has a call center with a single toll -free number for all customer support related to vehicle maintenance, roadside assistance, and accident management. The call center is staffed exclusively by Enterprise Fleet Management associates.
Our maintenance team's hours are 6 a.m. to 9 p.m. CST Monday through Friday, and 7 a.m. to 4 p.m. CST on Saturday. Our roadside team's hours are 6 a.m. to 7 p.m. Monday through Friday, and 7 a.m. to 4 p.m. on Saturday. Outside of these hours, roadside calls are routed to our partner vendors. Roadside assistance is available 24 hours a day, seven days a week.
The National Service Department has a staff of approximately 240 people. We have 53 Maintenance Coordinators who handle preventative maintenance, fluid services, brakes, and tires, along with more than 110 Service Advisors who handle every type of repair — from an oil change to a transmission failure. In addition, we have approximately 39 Service Coordinators who set up tows, lockout services, jump starts, flat tire changes, and other related requests.
Supplier Network
Enterprise encourages the use of our more than 40,000 Preferred Partners to ensure the highest level of service and greatest value with lower downtimes. In total, Enterprise has established relationships with nearly 90,000 maintenance and repair shops nationwide, which includes dealers and National Account partners. National Account partners include: Firestone, Michelin, Pep Boys, Tire Kingdom, Jiffy Lube, Valvoline Instant Oil Change, Goodyear, Discount Tire, and Grease Monkey.
Our partnerships give our customers access to a vast, nationwide network of vendors who are ready to perform routine maintenance and repairs outside of the vehicle warranties.
Enterprise Fleet Management has a dedicated ordering team at our corporate office in St. Louis to place factory orders for each manufacturer. We have developed system tools and a database that allow us to transmit orders from department to department electronically. Our ordering team has access to many of the manufacturer systems, ordering guides, and assigned contacts for any ordering, scheduling, and tracking questions.
We track orders with the manufacturers throughout the process. Drivers can also check their vehicle status through our website or through the Enterprise mobile app.
Once the vehicles arrive, your Account Fleet Coordinator will work with each driver to coordinate the most convenient method of pickup or delivery for the driver team.
PU[g n2ber: RFP 030122 282 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 30 Describe in detail the process and
Service Quality index (SQi) is an industry leading metric that is core to Enterprise procedure of your customer service
values.
program, if applicable. Include your
response -time capabilities and
Enterprise uses a Service Quality index (SQi) to measure customer satisfaction for commitments, as well as any incentives
each of our brands. ESQi enables Enterprise to link our employees' career and that help your providers meet your stated
financial aspirations to consistent and superior service levels with every customer. service goals or promises.
ESQi is one of the many ways in which we remind ourselves to put our customers' needs first. We also use our customer satisfaction data to monitor changing industry trends, needed enhancements, and local service issues to continually improve and distinguish our service from the competition. The result has been millions of satisfied Enterprise customers, thousands of successful employees, and a company that continues to grow.
Customer Service Philosophy
Our goal is to create lifelong relationships with all our Enterprise customers and to exceed expectations through superior customer service. Our founding values are one of the many ways in which we remind ourselves to put our customers' needs first.
The result has been millions of satisfied Enterprise customers, thousands of successful employees, and a company that continues to grow.
Founding Values
Our founding values are a simple yet powerful set of beliefs that drives us and are how we hold ourselves accountable every day. Over the years we have formalized the values into a set of guiding principles that every employee can understand and embrace:
• Our brands are the most valuable things we own.
• Personal honesty and integrity are the foundation of our success. • Customer service is our way of life.
• Our company is a fun and friendly place, where teamwork rules. • We work hard... and we reward hard work.
• Great things happen when we listen ... to our customers and to each other. • We strengthen our communities, one neighborhood at a time. • Our doors are open.
31 Describe your ability and willingness to
Enterprise Fleet Management has 50 offices across North America staffed by more provide your products and services to
than 500 sales professionals. These sales professionals facilitate thousands of Sourcewell participating entities in the
meetings each year where they are demonstrating how Enterprise Fleet United States.
Management's programs help government organizations. As part of these demonstrations it has become engrained in each salesperson to position our Sourcewell contract as the best way to implement our fleet strategies. They are trained to recommend cooperative purchasing contracts during the sales process as a means of improving the customer experience by reducing unnecessary friction. 32 Describe your ability and willingness to
Enterprise Fleet Management is able to provide our full range of services to provide your products and services to
Sourcewell member agencies in Canada. We currently operate three teams in Sourcewell participating entities in Canada.
Canada.
33 Identify any geographic areas of the United
Enterprise has a unique geographical footprint with more than 50 fleet management States or Canada that you will NOT be
offices and more than 4,000 rental locations that will work with members in most fully serving through the proposed contract.
geographic areas in North America to provide services or find a solution that fits the needs of the member.
34 Identify any Sourcewell participating entity
Enterprise Fleet Management operates a network of more than 50 fully staffed sectors (i.e., government, education, not -for-
offices, which manages a fleet of more than 710,00 vehicles in the U.S and Canada. profit) that you will NOT be fully serving
Enterprise Fleet Management provides services to nearly 2,000 public and private through the proposed contract. Explain in
schools, colleges, universities, cities, counties, and other government entities detail. For example, does your company
nationwide.
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
35 Define any specific contract requirements
Enterprise Fleet Management currently has lease vehicles in Hawaii, Alaska, and or restrictions that would apply to our
Puerto Rico and operate in accordance with local laws and statutes. All vehicles in participating entities in Hawaii and Alaska
Puerto Rico would have dealer stock pricing.
and in US Territories.
PU[g n2ber: RFP 030122 283 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 7: Marketing Plan
Line
Item
Question
Response*
36 Describe your marketing strategy for
Enterprise will work with Sourcewell to develop a customized marketing strategy that promoting this contract opportunity.
leverages our existing sales teams throughout North America. Because of our company's Upload representative samples of your
size and infrastructure, we can also scale up to meet higher demand at a moment's marketing materials (if applicable) in
notice. Some of the marketing methods will include:
the document upload section of your
• A marketing banner on the Sourcewell website announcing the partnership and details response.
Targeting the largest members first to maximize the impact • Local sales teams will meet regularly with current and potential members • Direct -mail campaign with customized fliers featuring program information 37 Describe your use of technology and
Enterprise Fleet Management uses our customer website (efleets.com) to provide company digital data (e.g., social media,
information and receive online inquiries. In the past, Enterprise Fleet Management has metadata usage) to enhance
invested in and participated in re -targeting advertising; however, this is a rare occurrence. marketing effectiveness.
Enterprise prefers to partner with trusted industry leaders to advertise and communicate to our niche demographic.
Enterprise Fleet Management uses Linkedln for recruiting purposes and does not presently leverage social media at a corporate level. We use Salesforce.com and the Pardot email platform to communicate with customers and prospects that have opted in to receive communications.
38 In your view, what is Sourcewell's role
Enterprise Fleet Management has 50 fully staffed offices that are trained to recommend in promoting contracts arising out of
cooperative purchasing contracts during the sales process, we provide in depth training on this RFP? How will you integrate a
how these contracts work and the benefits on utilizing them over other diligence options.
Sourcewell-awarded contract into your
Our expectation for Sourcewell would be to promote and send any leads to our sales process?
management team and help answer specific questions from the governmental entity regarding utilizing the contract.
39 Are your products or services
Our ordering and procurement process is customized for each individual member based available through an e-procurement
on their needs. Our dedicated account teams will meet with each individual member to ordering process? If so, describe your
determine what products and services are needed to create a menu price of vehicles that e-procurement system and how
the member can utilize for ordering. After the selections are made, the member will governmental and educational
receive a quote for each vehicle to be approved by the authorized signer. customers have used it.
Table 8: Value -Added Attributes
Line Question Response*
Item
40 Describe any product, equipment, Your account team will manage, provide and host all driver training and implementation maintenance, or operator training services, including webinars, conference calls, printed materials, online videos, etc. We can programs that you offer to provide a wide range of resources and efficient ways to implement these programs to Sourcewell participating entities. ensure a great foundation for a long-term partnership. This local team will take complete Include details, such as whether ownership of these processes and take on all aspects of managing the transition and training is standard or optional, training. We will review all of the options with you and set out a clear plan to meet your who provides training, and any needs and make this process as easy as possible for your company. costs that apply.
This will be customized to Sourcewell and your drivers' unique needs, and there are no additional costs for implementation and transition services, as this is standard and included in our service offering.
PU[g n2ber: RFP 030122 284 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 41 Describe any technological Enterprise Fleet Management uses a combination of online tools, technologies, and advances that your proposed automated processes to give our customers complete oversight of their fleets, lower overall products or services offer. costs, and provide convenience for drivers and administrators. These resources complement our local account management teams and allow us to supplement local support with self- service capabilities. Our IT teams are continually updating and enhancing our systems and technologies to provide new features and tools that our customers ask for. 42 Customer Website — Complete oversight on entire fleet and individual vehicles • Customizable dashboards show graphs, data, and analysis that is most important to you • Reporting covering entire fleet, with drill -down capability to individual vehicles • Custom, automatic alerts for maintenance, billing, registrations, renewals, recalls, etc. • Life -to -date maintenance data and complete vehicle history for each vehicle Annual Client Review — Identify and lower costs
• Web -based solution for year -over -year fleet analysis led by local Enterprise team • Analyze all fleet costs including maintenance, fuel, insurance, depreciation, etc. • Document goals to develop the best possible fleet cycling plan and lower costs Fleet Planning Toolkit — The right vehicles at the right cost • Vehicle selector allows Enterprise to compare up to six vehicles side -by -side • Integrate all costs for a total cost analysis
• Determine the best time to replace your vehicles
Auto Integrate — Minimize downtime
• Web -based repair and maintenance authorization platform to reduce downtime • Integration with most national account partners for faster approvals • Partnered with more than 35,000 maintenance and repair shops to eliminate billing issues • Real-time maintenance updates
• Access to more than 100 ASE-certified technicians employed by Enterprise Mobile App — Convenience for drivers
• Fuel station and maintenance shop locator
• Click -to -call roadside assistance
• Accident reporting (including photos)
• Receive alerts
• Enter and track mileage
• View order status of purchased vehicles
• View maintenance cards
• Check -in and check-out for vehicles with multiple drivers • Edit incorrect mileage entries
Describe any "green" initiatives Enterprise Fleet Management not only takes a sustainable approach to its business, but that relate to your company or to aligns with the sustainable goals of its partner companies, agencies, and organizations. your products or services, and Some of these combined efforts are as follows:
include a list of the certifying
agency for each.
Vehicle Cycling/Fleet Optimization
Managing vehicle emissions can represent a key component of customers' environmental commitment andcorporate social responsibility efforts, but companies can only manage what they can measure. It is the fundamental principle of fleet optimization — getting all the data needed to make smart decisions about vehicle cycling.
In addition to the traditional vehicle emission consisting of acquisition cost, maintenance expenses and residual value, our team provides additional data points.
Enterprise Fleet Management can help add a comprehensive environmental dimension tovehicle-cycling decisions, which includes fleet emissions, fuel efficiency, and direct and indirect remediation costs.
Carbon Reporting and Offsets
Commercial operations may have limited options for reducing the environmental impact of their fleet. Enterprise Fleet Management can simplify the benchmarking process and offer a tailored, accurate report on vehicle emissions. This data can then be used to influence fleet management choices, such as vehicle selection and replacement, or the decision to participate in a carbon offset program.
Verified carbon offsets can provide an appealing option for fleet operators who would otherwise have few practical ways to reduce the impact of their vehicle emissions. In essence, these offsets are contracts to invest in projects and technologies that remove carbon dioxide from the atmosphere. Enterprise Fleet Management can help you purchase these offsets through a trusted third -party partner, TerraPass.
TerraPass invests in alternative -energy projects to remove harmful greenhouse gases from the atmosphere. Enterprise Fleet Management — through the Enterprise Holdings PU[g n2ber: RFP 030122 285 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Foundation, our philanthropic arm — will also match a portion of each customer's greenhouse gas offset purchase.
Energy and Facilities Management
Enterprise Fleet Management's corporate office in St. Louis received LEED Gold Certification from the U.S. Green Building Council's green building rating program — the second -highest LEED certification available.
The building was certified, in part, for
• being built on previously developed land to reduce the impact on virgin ground. • installing low -flow fixtures that reduce the building's water use by 46 percent. • using LED lighting fixtures that reduce the electricity used for lighting by 56 percent. • recycling and repurposing 92 percent of construction waste, which reduces the amount of material sent to landfills.
Corporate Social Responsibility Policy
Owned by the Taylor family of St. Louis, Enterprise Fleet Management is an affiliate of Enterprise Holdings, the largest car rental company in the world. From our executive suite to our branch locations, we know that healthy and prosperous communities are the lifeblood of our business. That is why Enterprise Holdings and Enterprise Fleet Management are committed to promoting long-term community growth and prosperity — through our economic impact and employment, local foundation grants, global philanthropic initiatives, corporate sustainability, and, of course, sustainable transportation options.
We believe that strong business growth is built on putting the needs of customers, the growth of employees, and the health of local communities first. Through our global Corporate Social Responsibility (CSR) efforts, we are investing in making our business and our world a better place through initiatives that:
• promote the viability of mobility and alternative fuels. • increase access to fuel -efficient vehicles.
• improve the resource efficiency of our operations.
• minimize waste throughout the lifecycle of our vehicles. • minimize the impact of vehicle leasing and rental by offering carbon offsets that support renewable energy projects.
• support causes that improve the quality of life in local communities. • enhance relief efforts in the wake of natural disasters.
In addition to these efforts, a robust set of policies and a CSR Governance Council guide our approach to sustainable business management. The most important of these policies and programs are summarized below:
• Carbon Offsets
• Duty of Care
• Supplier Code of Conduct
• Human Rights
• Safety Recalls
• Workplace Ethics
• Employment and Equal Opportunity
• Founding Values
• Privacy and Safe Harbor
• Subsidiaries and Franchisees
Sustainable Maintenance Programs
When it comes to sustainable transportation, our approach is quite simple — little things can make a big difference. As a result, corporate sustainability is an ongoing pursuit to shrink our impact.
For example, we recycle, repurpose and reduce materials wherever possible. Our thorough vehicle maintenance program also helps lower costs, divert waste from landfills and reduce reliance on non -recycled materials.
Our commitment to sustainability is based on both a comprehensive understanding of critical details as well as the long-term picture of success. Reducing our environmental impact is ultimately about making responsible choices and following sustainable business practices:
• Managing Materials Responsibly
• Recycling Windshields
• Prioritizing Fuel Efficiency
• Renewing License Plates
• Using Water -Based Paints
• Re -Refining Oil and Recycling Filters
• Repurposing Tires
PU[g n2ber: RFP 030122 286 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 43 Identify any third -party issued eco-
labels, ratings or certifications that
your company has received for
the equipment or products
included in your Proposal related
to energy efficiency or
conservation, life -cycle design
(cradle -to -cradle), or other
green/sustainability factors.
N/A
44 Describe any Women or Minority
While Enterprise Fleet Management does not qualify as a minority- or woman -owned Business Entity (WMBE), Small
business, our company has a Supplier Diversity program which is a strategic initiative to Business Entity (SBE), or veteran
grow our business by utilizing such businesses. Purchasing goods and services from owned business certifications that
businesses that are classified as small, minority -owned, woman -owned and other nationally your company or hub partners
or federally recognized designations solidifies Enterprise as a responsible corporation and a have obtained. Upload
driver of economic growth.
documentation of certification (as
applicable) in the document
Good Faith Plan
upload section of your response.
Our commitment to the principles of equal employment opportunity (EEO) and affirmative action (AA) is communicated in our employee handbook, posted in all branch offices companywide, and integrated in our mandatory companywide diversity training.
Small Business Enterprise (SBE) & Minority and Women Business Enterprise (MWBE) • Identify opportunities for SBE/MWBE certified vendors to provide goods and services. • Send letters to interested SBE/MWBE vendors encouraging them to contact us with proposals in regard to providing goods and services and keep a log of all letters, contacts, responses, and nonresponses.
• Encourage other vendors who may be eligible to apply for certification and assist each SBE/MWBE contacted that needs assistance in obtaining bonding, lines of credit, or insurance as required
• Negotiate in good faith with interested SBE/MWBE Certified Vendors • Join and support local and national minority, women, and small business organizations. • Advertise in local and national DBE -focused publications for vendors that can provide needed goods and services.
• Encourage drivers to utilize DBE & MWWBE vendors for maintenance and repair based on each company's needs.
• In addition, Enterprise and National are also members of numerous local programs including NMSDC affiliates, ethnic chambers, NAWBO chapters, WBENC regional chapters, Urban Leagues, etc.
45 What unique attributes does your
At Enterprise Fleet Management, we believe the following are differentiating factors that company, your products, or your
distinguish us from the competition:
services offer to Sourcewell
participating entities? What makes
• Fleet Expertise/Experience: Because we own and operate 1.85 million units worldwide, your proposed solutions unique in
together with affiliate Enterprise Holdings, we are keenly aware of industry trends, recalls, your industry as it applies to
vehicle values, new model enhancements, regulatory issues, manufacturer updates, and more.
Sourcewell participating entities?
• Sales force & Infrastructure: Our local account team presence — more than 50 fleet locations nationwide and over 500 fleet professionals locally along with our manufacturer relationships differentiate us from the competition. Enterprise has local offices around the country with teams who can meet face-to-face and serve our customers. • Total Cost of Ownership Approach: Through managing our own fleet of vehicles, we are experts at analyzing each cost bucket to ensure that we are operating at the lowest cost of ownership and we bring this forth to our clients as well. • Logistics: We are constantly picking up, delivering, and moving our own fleet units, which gives us an inherent understanding and ability to navigate these situations quickly and efficiently for our fleet customers.
• Vehicle Resale: Our more than 700 experienced remarketing professionals are what make the Enterprise service so effective. We invest more in this area of business than any of our competitors, and we have a wide network of remarketing offices across the nation. We use our knowledge and experience to remarket vehicles through the appropriate channels to maximize the sales price.
• Physical Damage Claims and Subrogation: As a company, we are self -insured and have in-house teams that handle subrogation and claims services. Because this affects our bottom line, we have unmatched experience, resources and employees managing this area, and this greatly sets us apart from our competitors.
Table 9A: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.
PU[g n2ber: RFP 030122 287 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Line
Item
Question
Response*
46 Do your warranties cover all products, parts, and
Warranties vary by manufacturer, vehicle type, make and model, etc. labor?
47 Do your warranties impose usage restrictions or
Warranty details — including any mileage limits or other restrictions — vary other limitations that adversely affect coverage?
by manufacturer, vehicle type, make and model, etc. We will advise and advocate on behalf of our customers when needed as well. Because we maintain strong relationships with vehicle manufacturers and our dealer partners, we can often work directly with them to help recuperate warranty costs for our customers on a case -by -case basis.
48 Do your warranties cover the expense of
Most standard vehicle warranties do not cover these expenses. technicians' travel time and mileage to perform
warranty repairs?
49 Are there any geographic regions of the United
This will depend on the manufacturer's dealer network.
States or Canada (as applicable) for which you
cannot provide a certified technician to perform
When needed, Enterprise's National Service Department will work with the warranty repairs? How will Sourcewell
drivers to find an approved shop for warranty services that is close to their participating entities in these regions be provided
location. Because of the vast network of dealers that our company utilizes, service for warranty repair?
we are able to easily manage these situations for our customers. 50 Will you cover warranty service for items made by
All warranty coverages are provided by the applicable manufacturer. other manufacturers that are part of your proposal,
or are these warranties issues typically passed on
Ito the original equipment manufacturer?
51 What are your proposed exchange and return
In most cases, Enterprise will acquire vehicles that are new from the factory programs and policies?
and under the manufacturer warranty. We will also proactively plan with each member to ensure they are ordering the specific vehicles that are needed, including make/model, available options, any additional equipment or up - fitting required, etc.
Your Client Strategy Manager will perform a cost analysis to make sure we are ordering and cycling vehicles at the proper time. We will also do a side - by -side vehicle comparison to verify that Sourcewell is using the most cost- efficient vehicles for your needs. We will work with Sourcewell to make sure drivers are getting the correct vehicle for their application, and within the boundaries set by Sourcewell.
52 Describe any service contract options for the
Enterprise Fleet Management's goal is to provide Sourcewell with the most items included in your proposal.
comprehensive service possible. To do this, we offer several additional options for convenience and maximum efficiency:
Fuel Card
We partner with WEX for fuel card services. The WEX fuel card management program offers three main benefits:
Convenience: Card accepted at more than 180,000 U.S. locations Security: Cards with driver identification issued to the driver assigned to the vehicle
Control: Card program offers various controls to help manage your fleet's fueling expenses
WEX offers product -type control, merchant control, real-time alerts, and flexible exception reporting as powerful tools to monitor abuse. Exceptions include total dollars spent, total gallons filled, days of the week, time, type of fuel, etc. In addition to the exception report sent monthly, WEX also offers flexible exception reporting, which reports exceptions via email on a daily, weekly, or monthly basis.
Your account management team will work with you to establish exceptions that can be viewed on a monthly report. In addition, the WEX Fraud Department performs three primary functions in an effort to identify and mitigate fraud on our fleet customers' accounts:
Review transaction activity
Identify potentially abusive or fraudulent behavior
Notify customers when such behavior occurs
GPS
Our fleet vehicles can be equipped with a Geotab telematics device. This functions as a GPS tracking device, with additional options such as driver safety, odometer capture, accelerometer, and engine diagnostics. Geotab's unique technology provides added value to your fleet and your business by addressing the following needs:
Safety: Breakthrough accident detection, safer driving behavior, in- PU[g n2ber: RFP 030122 288 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 vehicle driver coaching
• Cost Reduction: Lowered worker's compensation claims, lowered bent metal costs
• Productivity: Real-time and archived GPS vehicle tracking, route optimization, fuel consumption monitoring
• Engine Health: Engine diagnostics, improved preventative maintenance, overall improved vehicle health
• Compliance: Accurate HOS and/or IFTA reporting
Enterprise's customer data shows that Geotab has reduced miles traveled and fuel costs, increased fleet productivity, improved workforce utilization, improved service response times and reduced downtime related to maintenance issues. We have also seen an improvement in driver safety through the accelerometer component of our solution.
Full Maintenance
Enterprise's Full Maintenance program covers lessees nationwide and is available for most makes and models in your fleet. The program is completely managed by Enterprise and will not require any internal approval of repairs or review of monthly invoices. Cost is based on vehicle type and driving pattern.
• Monthly cost is fixed for the term of the vehicle
• Coverage is available up to 100,000 miles
• Covers all routine services recommended by the manufacturer • Covers all unexpected repairs (not related to damage or neglect) • 24/7 roadside assistance and towing is included
• Brakes, tires, and loaner vehicles can be included
• Windshield repair, fueling service, and other miscellaneous items are available
• Sourcewell can set up and send automatic service reminders through Enterprise's website
Maintenance Management
With Enterprise's Maintenance Management program, authorization and maintenance / repair limits are similar to our Full Maintenance program.
Enterprise manages the process and contacts the client when additional approval is needed. Through this program, repairs are charged as needed and passed directly through to Sourcewell for a flat monthly fee.
Enterprise leverages our agreements and relationships with vendors to ensure both labor and parts are charged at a fair market value.
Table 913: Performance Standards or Guarantees
Describe in detail your performance standards or guarantees, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your performance materials (if applicable) in the document upload section of your response in addition to responding to the questions below.
Line
Item
Question
Response*
53 Describe any performance standards or
Providing completely satisfied service to Sourcewell is important to us. As a result, guarantees that apply to your services
we plan to collect ESQi feedback from Sourcewell drivers and employees twice a year, and annually from management. This feedback will allow us to highlight areas of improvement and areas of success.
54 Describe any service standards or
Our performance as Sourcewell's fleet management partner is measured by success guarantees that apply to your services
in three core areas, customer satisfaction, customer retention and fleet growth. We (policies, metrics, KPIs, etc.)
strive to reduce our customers' total cost of ownership in several categories, including maintenance costs, fuel spend, acquisition costs and resale gain. Some of the ways in which we accomplish this include:
• Active management of vehicle lifecycle to minimize fuel and maintenance spend • Annual fuel and maintenance spend benchmarking to decrease total cost of ownership
• Comparison of vehicle makes and models to provide better total cost of ownership • Increased equity gain at disposal through proactive fleet planning and forecasting • Continuing review of resale market to identify best disposal method and holding period
• Comparison of Enterprise resale performance against industry standards • Management of Sourcewell incentive programs to reduce acquisition costs • Review of vehicle application to "right -size" makes and models that are best suited for Sourcewell needs
• Review driver and administrator feedback to maximize driver satisfaction PU[g n2ber: RFP 030122 289 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 10: Payment Terms and Financing Options
Line
Item
Question
Response*
55 Describe your payment terms and accepted payment
Payment Terms
methods.
Payment terms are Net 30.
Payment
Enterprise offers several payment options to our clients:
• Direct debit — payments are withdrawn on the 20th of each month • One-time ACH — can be completed via phone or email
• Check — can be mailed or overnighted to Enterprise
• Wire/ACH push — can be set up through Enterprise's bank 56 Describe any leasing or financing options available for use Your local Enterprise team will work with you to customize the lease by educational or governmental entities.
terms and provide you with the most cost-effective leases that meet your specific needs.
Enterprise offers four types of funding solutions. They are an Open - Ended Equity Lease, Closed -End Lease, Prepaid Lease, and Finance.
• Open -Ended Equity Lease: flexible option that allows the lessee to turn in the vehicle before the lease term with no early termination penalties, the company/agency can get out of the lease at any time; there is always a payoff amount. If the value of the vehicle is greater than the payoff, that money or equity can be put toward another lease. If the value of the vehicle is less than the payoff, Enterprise will bill the company/agency the difference. • Closed -End Lease: allows for a lower monthly payment based on vehicle usage, geared towards individuals that drive minimal miles. • Prepaid Lease: allows the lessee to take advantage of discounted interest rates by paying all rent up front.
• Traditional Purchase Finance: allows Sourcewell to take ownership of the vehicle at the end of the financed/lease term without paying the reduced book value.
Open -Ended Lease
Agencies commonly find it difficult — sometimes impossible — to fund a healthy vehicle lifecycle. Many of these organizations turn to a bridge funding mechanism to facilitate their necessary vehicle replacements. Enterprise Fleet Management features an Open -Ended Lease product to help bridge any funding gaps. Our Open -Ended Lease is characterized by:
Improved cash flow
No mileage restrictions or wear -and -tear charges
Flexible financing options
Customized terms for use and type of vehicle
Retention of ownership rights
In most programs, a vehicle would be purchased outright from the capital budget and kept in -fleet until a specified time when it was sold. However, to increase flexibility, our Open -Ended Lease allows for funding of only the time the vehicle is used. This approach allows companies to pay the minimum value for the use of the vehicle on a monthly basis, improving cash flow.
The mechanics of this lease involve financing the difference between the vehicle's purchase price and a conservative Reduced Book Value (RBV), which is based upon the anticipated market value in consideration of the vehicle's age and application.
Lease Terms
Enterprise Fleet Management can offer lease terms as short as 12 months and as long as 60 months, or at any six-month interval in between. While we do not offer initial lease terms beyond 60 months, our Open -Ended Leases can be structured with a Reduced Book Value at 60 months that can be paid off or extended for an additional 12 or 24 months, or continue month to month until the Reduced Book Value has been completely paid off.
PA[g n2ber: RFP 030122 290 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 57 Describe any standard transaction documents that you We have attached our sample contracts.
propose to use in connection with an awarded contract
(order forms, terms and conditions, service level
agreements, etc.). Upload a sample of each (as
applicable) in the document upload section of your
response.
58 Do you accept the P-card procurement and payment
We cannot accept a P-card payment at this time.
process? If so, is there any additional cost to Sourcewell participating entities for using this process?
Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.
Line
Item
Question
Response*
59 Describe your pricing model (e.g., line -item discounts or Inclusive, Upfront Pricing
product -category discounts). Provide detailed pricing data Calculating fleet expenses to account for both direct and indirect (including standard or list pricing and the Sourcewell
costs can be difficult. That's why we provide inclusive pricing upfront discounted price) on all of the items that you want
as well as predictive cost tools. We think you deserve a clear view Sourcewell to consider as part of your RFP response. If of all costs moving forward to plan for spending throughout the applicable, provide a SKU for each item in your proposal. year — and beyond.
Upload your pricing materials (if applicable) in the
document upload section of your response.
Integrity and Transparency
We don't believe in complicated contracts or hidden fees. Our Client Strategy Managers will only provide honest, informed recommendations that benefit your business. You'll also have access to the same fleet information through our Client Website, ensuring you see what your Client Strategy Manager sees, and can work with them to maximize your investment.
Flexible Options
Enterprise Fleet Management offers a variety of fleet leasing and financing services. We want our clients to be able to choose the financing plan that works best for their business and operating needs, whether they need an open-end, close -end, or self -funded program. We'll adapt to your needs.
We have uploaded our pricing materials as instructed.
60 Quantify the pricing discount represented by the pricing Discounts range from 5-25 percent off the manufacturer's suggested proposal in this response. For example, if the pricing in retail price (MSRP). For example, the MSRP for a typical Ford your response represents a percentage discount from
Explorer would be $36,540. With our purchasing power and MSRP or list, state the percentage or percentage range. discounts provided to Sourcewell Members, the delivered price would be $31,232, 15% savings. In some cases the manufactures do offer free options that provide additional discounts, if available.
Capitalized cost is the factory invoice, less manufacturer -provided incentives less any applicable advertising
61 Describe any quantity or volume discounts or rebate
Through a team of incentive analysts at our operations
programs that you offer.
headquarters, partnerships with manufacturers, and relationships with dealers, we work to get the best incentives available for our customers. The team tracks a wide range of retail incentives and enters those in our database, which compares them to the standard fleet, association, and upfit incentives that may be applicable.
Through our relationships with manufacturers and zone
representatives, we work to obtain and maximize any special or client -specific incentives available. Manufacturers sometimes provide us with special incentives that are not available through other avenues and we use those as needed.
For ancillary programs such as Full Maintenance and Maintenance Management, additional discounts on parts and labor are passed through to our customers.
PA[g n2ber: RFP 030122 291 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 62 Propose a method of facilitating "sourced" products or Enterprise will provide a quote for each sourced product that will related services, which may be referred to as "open
include any discounts that Enterprise receives. We do not mark-up market" items or "nonstandard options". For example, you any quotes or charge for coordinating supply or installation — this may supply such items "at cost" or "at cost plus a
is a part of Enterprise's standard service.
percentage," or you may supply a quote for each such
Enterprise Fleet Management will coordinate the up -fit of any request.
needed aftermarket equipment. We have established relationships with local and national vendors that supply these items and will deliver the equipment in a work -ready state.
Enterprise will plan ahead with vendors to have equipment ready for installation once the ordered vehicles are delivered to ensure that the vehicles are ready for service as soon as possible. Enterprise will negotiate on behalf of the member agency to leverage volume discounts and deliver the lowest possible price on any needed equipment.
The equipment can be billed up front or capitalized as a part of the lease structure. In both scenarios, the member will own the equipment at the conclusion or termination of the lease.
Enterprise is able to sell customer -owned units as an additional benefit if the end user signs our consignment agreement. We have included a sample consignment agreement.
63 Identify any element of the total cost of acquisition that is Costs for registering a vehicle are passed through directly to the NOT included in the pricing submitted with your response. end user. All other costs are addressed throughout our provided This includes all additional charges associated with a
pricing offerings.
purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer.
64 If freight, delivery, or shipping is an additional cost to the For a majority of our deliveries, vehicles will be sent to the dealer Sourcewell participating entity, describe in detail the that is closest to the end user so they can pick up the unit complete freight, shipping, and delivery program.
directly. We can also coordinate with the dealer or our own employees to deliver the vehicles. Certain charges may apply based on distance to the driver and other factors.
65 Specifically describe freight, shipping, and delivery terms or Enterprise has a large network of dealerships throughout these programs available for Alaska, Hawaii, Canada, or any
regions that can assist with vehicle logistics and delivery. Along with offshore delivery.
our dealer network, we have a large number of employees within these regions — either through an Enterprise Fleet Management office or an affiliate Enterprise Rent-A-Car or National Car Rental rental location — who are available to assist with vehicle delivery and pick-up.
66 Describe any unique distribution and/or delivery methods or Enterprise employs one of the largest teams of drivers in the options offered in your proposal.
industry. This allows us to quickly and easily manage vehicle logistics for our fleet customers.
Because we own and operate 1.85 million units worldwide, together with affiliate Enterprise Holdings, we are constantly picking up, delivering, and moving our own fleets units, which gives us an inherent understanding and ability to navigate these situations quickly and efficiently for our fleet customers.
PU[g n2ber: RFP 030122 292 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 11A: Pricing Grid: Acquisition Terms
Provide detailed pricing information in the table below.
Line
Item
Type
Charged/Percentage
Details
67 Interest Rate Index Used
3 year t-bill
US: 350 basis points over 3 year t-bill
Canadian 3yr Bond
Canada: Canadian 3yr Bond + 300 basis points
68 Basis Points
US: 350
US: 350 basis points over 3 year t-bill
Canada: 300
Canada: Canadian 3yr Bond + 300 basis points
69 Domestic Factory Order Vehicles
US: Manufacturer Published
US: Manufacturer Published Invoice Less Applicable
Invoice Less Applicable
Incentives Less (-) Applicable Advertising plus (+) $60 Incentives Less (-) Applicable
acquisition fee plus (+) courtesy delivery fee (variable Advertising plus (+) $60
$150-$450 depending on location)
acquisition fee plus (+) courtesy
Canada: Manufacturer Published Invoice Less
delivery fee (variable $150-$450
Applicable Incentives Less (-) Applicable Advertising
depending on location)
plus (+) $275 acquisition fee plus (+) courtesy delivery Canada: Manufacturer Published
fee (variable $150-$450 depending on location)
Invoice Less Applicable
Incentives Less (-) Applicable
Advertising plus (+) $275
acquisition fee plus (+) courtesy
delivery fee (variable $150-$450
depending on location)
70 Foreign Factory Order Vehicles
US: Manufacturer Published
US: Manufacturer Published Invoice Less Applicable
Invoice Less Applicable
Incentives Less (-) Applicable Advertising plus (+) $60 Incentives Less (-) Applicable
acquisition fee plus (+) courtesy delivery fee (variable Advertising plus (+) $60
$150-$450 depending on location)
acquisition fee plus (+) courtesy
Canada: Manufacturer Published Invoice Less
delivery fee (variable $150-$450
Applicable Incentives Less (-) Applicable Advertising
depending on location)
plus (+) $275 acquisition fee plus (+) courtesy delivery Canada: Manufacturer Published
fee (variable $150-$450 depending on location)
Invoice Less Applicable
Incentives Less (-) Applicable
Advertising plus (+) $275
acquisition fee plus (+) courtesy
delivery fee (variable $150-$450
depending on location)
71 Domestic Dealer Stock Vehicles
US: Dealer Provided Invoice
US: Dealer Provided Invoice Less (-) Applicable
Less (-) Applicable Incentives
Incentives plus (+) $60 acquisition fee, subject to
plus (+) $60 acquisition fee,
dealer availability
subject to dealer availability
Canada: Base Purchase Price from Dealer Less (-)
Canada: Base Purchase Price
Applicable Manufacturer Incentives Plus (+)Courtesy
from Dealer Less (-) Applicable
Delivery Fees $150-$450 depended on Delivery
Manufacturer Incentives Plus
Location Plus (+) $275 Acquisition fee
(+)Courtesy Delivery Fees $150-
$450 depended on Delivery
Location Plus (+) $275
Acquisition fee
72 Foreign Dealer Stock Vehicles
US: Dealer Provided Invoice
US: Dealer Provided Invoice Less (-) Applicable
Less (-) Applicable Incentives
Incentives plus (+) $60 acquisition fee, subject to
plus (+) $60 acquisition fee,
dealer availability
subject to dealer availability
Canada: Base Purchase Price from Dealer Less (-)
Canada: Base Purchase Price
Applicable Manufacturer Incentives Plus (+)Courtesy
from Dealer Less (-) Applicable
Delivery Fees $150-$450 depended on Delivery
Manufacturer Incentives Plus
Location Plus (+) $275 Acquisition fee
(+)Courtesy Delivery Fees $150-
$450 depended on Delivery
Location Plus (+) $275
Acquisition fee
PA[g n2ber: RFP 030122 293 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 11 B: Pricing Grid: Incentives
Provide detailed pricing information in the table below.
Line
Item
Type
Charged/Percentage
Details
73 Federal Tax Incentives
100%
100% of end user eligible incentives are passed to
the member
74 State Tax Incentives
100%
100% of end user eligible incentives are passed to
the member
75 Manufacturer Incentives
100%
100% of end user eligible incentives are passed to
the member
Table 11C: Pricing Grid: Maintenance & Fees
Provide detailed pricing information in the table below.
Line
Item
Type
Charged/Percentage
Details
76 Fixed Maintenance
Variable (Avg. $60-$90) per
Pricing on average is $60-$90 based on vehicle type
month per vehicle
and anticipated miles and usage driven over term, the
pricing can also be modified to include or exclude
brakes and tires depending on what is the best
interest of the member, Coverage is available up to
100,000 miles, covers all routine maintenance
recommended by the manufacturer and any unplanned
repairs that come up as long as they are not abuse.
77 Occurance Maintenance
$6 per month card fee per
$6 per month card fee per vehicle plus cost of
vehicle plus cost of service and
service and parts
parts
78 Management Fee
0.10% for Factory Ordered
0.10% for Factory Ordered Vehicles / 0.15% for
Vehicles / 0.15% for Dealer
Dealer Stock Vehicles
Stock Vehicles
79 Service Charge
US $400.00
US $400.00
Canada $495.00
Canada $495.00
80 Lease Termination Fee
$0 Termination Fee for Equity
$0 Termination Fee for Equity Leases, Termination
Leases, Termination Fees for
Fees for Net Leases are an amount equal to three
Net Leases are an amount
months rent plus 30% of the total rent due under the
equal to three months rent plus
master walk away lease agreement section 14.
30% of the total rent due under
the master walk away lease
agreement section 14.
81 Interim Interest
NO
N/A
Yes/No, How is it calculated?
82 Resale Fee
$395
For each Vehicle sold, the End User "Member" shall
pay Enterprise a fee of $395.00 ("Service Fee") plus
towing at prevailing rates, applies to member
owned/non-leased units
83 Provide fees not listed + rate
Optional services offered
Enterprise Fleet Management offers additional
services to our clients, these programs and plans are
described in the technical proposal under the pricing
grid.
Table 12: Pricing Offered
Line
Item
The Pricing Offered in this Proposal is: *
Comments
84 a. the same as the Proposer typically offers to an individual municipality, university, or school district.
PA[g n2ber: RFP 030122 294 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 13: Audit and Administrative Fee
Line
Item
Question
Response*
85 Specifically describe any self -audit process or program that you Enterprise will set a pricing plan up for the Sourcewell plan to employ to verify compliance with your proposed Contract program within our system. This pricing plan will be hard - with Sourcewell. This process includes ensuring that Sourcewell coded for all Sourcewell members and cannot be deviated participating entities obtain the proper pricing, that the Vendor from by any sales or support team member.
reports all sales under the Contract each quarter, and that the Quarterly, we will review deliveries that have been placed Vendor remits the proper administrative fee to Sourcewell. Provide and delivered through the Sourcewell program to ensure
sufficient detail to support your ability to report quarterly sales to compliance and accuracy. We will provide a detailed
Sourcewell as described in the Contract template.
breakdown to Sourcewell monthly or quarterly for review depending on preference.
86 If you are awarded a contract, provide a few examples of internal Example metrics to be tracked and measured are new
metrics that will be tracked to measure whether you are having customers utilizing the awarded contract, total orders and success with the contract.
total deliveries.
Our goal is to create lifelong relationships with all of our Enterprise customers. As a result, we collect customer
satisfaction results from a variety of sources to ensure we are meeting our customers' needs. Those sources include our internal Service Quality index (SQi) process, external surveys such as the J.D. Power Satisfaction Survey, and a range of other customer service inquiries. The results are closely monitored, and any necessary changes are made to improve customer satisfaction.
87 Identify a proposed administrative fee that you will pay to Enterprise will offer Sourcewell and your members access to Sourcewell for facilitating, managing, and promoting the Sourcewell our fleet management program and pay Sourcewell a
Contract in the event that you are awarded a Contract. This fee quarterly marketing fee based upon the volume of Combined is typically calculated as a percentage of Vendor's sales under the New Deliveries generated as defined below.
Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for Deliveries to qualified members during the term of the
additional details.)
contract is $125.00 per new delivery.
Qualified members are eligible members who utilize the
Agreement between Sourcewell and Enterprise Fleet
Management as an approved means to satisfy proper due
diligence and competitive requirements.
Enterprise Fleet Management retains the right to offer
discounted promotional pricing on a market by market basis.
PU[g n2ber: RFP 030122 295 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 14A: Depth and Breadth of Offered Equipment Products and Services Line
Item
Question
Response*
88 Provide a detailed description of the
Enterprise Fleet Management offers a full range of customizable fleet solutions to equipment, products, and services that you
our customers, including:
are offering in your proposal.
Total cost of ownership analysis and comparisons
Dedicated local account team assigned to each client to make ongoing cost saving recommendations
Company fleet policy consultation
Insurance consultation and programs
Customizable lease options and financing
Detailed driver analysis
Fleet selection and acquisition
Maintenance and fuel program management for both leased and client owned vehicles
Four-year cost model development
License, title and renewal services for both leased and client owned vehicles Customizable website dashboard with near real-time data and reporting Remarketing and resale for both leased and client owned vehicles Driver Safety programs
89 Within this RFP category there may be
Our clients enjoy the benefits of Enterprise's sustained 65-year investment in subcategories of solutions. List subcategory
infrastructure that enables us to quickly and efficiently move vehicles into and out of titles that best describe your products and
service. This includes 150 staging grounds throughout the U.S. and Canada staffed services.
by 700 dedicated remarketing specialists, as well as 800 professionals at our corporate office. We have teams dedicated to specific aspects of our service, including License and Title, Maintenance, Risk Management, Accounting, Information Technology, and Vehicle Acquisition.
As a result, Enterprise Fleet Management is able to provide Sourcewell with a complete fleet management program that includes:
• Fleet cost analysis
• Company fleet policy constitution
• Insurance consultation
• Detailed driver analysis
• Fleet selection
• Maintenance and fuel program management
• Customized fleet plan based on your specific needs
We also provide a range of ancillary solutions to address specific needs throughout the vehicle lifecycle:
• Universal fuel card management
• Personal -use reporting
• Vehicle sharing technology
• Maintenance services from ASE-certified technicians
• Accident Management services from I -CAR certified professionals • Insurance coverage through our broker, Lockton
PA[g n2ber: RFP 030122 296 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Table 148: Depth and 8readth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.
me
Item
Cate or or T pe
Offered
Comments
90 Services for the acquisition by Sourcewell participating entities, r Yes
As the largest purchaser of vehicles in
whether by lease or financing, of on -road vehicles of all types or r No
North America, Enterprise has the ability
classifications, all weight classes, and all engine types to acquire vehicles from nearly any
manufacturer. This includes specialty
vehicles and Emergency Response
Vehicles.
91 New vehicle service and preparation for the vehicles described in r- Yes
Through our Fleet Management programs
Line 90 above, such as, pre -delivery inspection, parts and r No
we are able to offer all of these services.
accessories installation, and vehicle marking application or installation
92 Preventative maintenance plans, vehicle maintenance and repair G Yes
Through our Fleet Management programs
services, and related service level agreements for Sourcewell t No
we are able to offer all of these services.
participating entity on -road vehicle fleets of all types 93 In addition to the solutions described in Lines 90-92 above, f: Yes
Through our Fleet Management programs
proposers may include a complementary offering of the following e- No
we are able to offer all of these services.
ancillary services:
i. Short-term rental programs;
ii. Upfitting of after -market programs;
iii. Fleet management information technologies, such as:
telematics, fleet monitoring, fuel management, fuel tank management, and motor pool/fleet sharing software and systems; iv. Roadside assistance including towing, emergency towing, and repairs;
v. Installation, operation, and maintenance of dedicated charging and fueling stations; and
vi. Vehicle battery longevity monitoring and replacement plans.
Exceptions to Terms, Conditions, or Specifications Form Only these Proposer Exceptions to Terrns, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.
Documents
Ensure our submission document(s) conforms to the following :
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Pricin - Pricing-Final.xlsx - Tuesday March 01, 2022 14:16:51 • Financial Strength and Stability - Enterprise Financial Stability.pdf - Tuesday March 01, 2022 14:16:39 • Marketing Plan/Samples - Sample Marketing Plan.pdf - Tuesday March 01, 2022 14:19:21 • WM8E/M8E/S8E or Related Certificates - Wade Ford 2022 GMSDC Certificate.pdf- Tuesday March 01, 2022 14:27:57 • Warranty Information - Sample Warranty Information.pdf - Tuesday March 01, 2022 14:26:14 • Standard Transaction Document Samples - Sample Quote 2427574.pdf - Tuesday March 01, 2022 15:27:53 • Upload Additional Document - Sourcewell Submission.zip - Tuesday March 01, 2022 14:20:22 PAMgrpber: RFP 030122 297 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 Addenda, Terms and Conditions
PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance:
1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.
2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award.
The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.
5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation.
6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract.
7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract.
8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract.
9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act.
11. Proposer its employees, agents, and subcontractors are not:
1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: h:tt.ps.ff www..tre.a_s_urv.govfofac/downloads/sdniist.pdf;
2. Included on the government -wide exclusions lists in the United States System for Award Management found at:
hops://sam.gov/SAM/; or
3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated PA[g n2ber: RFP 030122 298 Vendor Name: Enterprise Fleet Management, Inc.
DocuSign Envelope ID: 37AD2179-C4CB-4EF8-87D2-53507DDA9723 by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.
P7 By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Dain Giesie, Assistant Vice President, Enterprise Fleet Management, Inc.
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r- Yes � No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
File Name
Addend um_3_Fleet_Mgmt_Services_RFP_030122
Mon February 21 2022 04:30 PM
Addend um_2_Fleet_Mgmt_Services_RFP_030122
Thu February 17 2022 08:53 AM
Addendum _1_Fleet _Mgmt_Services_RFP_030122
Thu January 13 2022 04:26 PM
II Ihave reviewed the
(bellow addernduirrrn and Pages
attachirrrnernts (if
applicable)
Dv 2
1W1 3
ro 1
PA[g n2ber: RFP 030122 299 Vendor Name: Enterprise Fleet Management, Inc.
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 11.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities Douglas Benash, P.E., City Engineer
SUBJECT: ACCEPTANCE OF THE VARIOUS RESIDENTIAL STREET IMPROVEMENTS PROJECT FY 2022-2023 (CIP NO. 3919) AS COMPLETE
DATE: October 28, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Accept the Various Residential Street Improvements FY 2022-2023 Project as complete, and
2. Authorize staff to file the Notice of Completion.
BACKGROUND/DISCUSSION:
On March 11, 2024, the City Council approved the plans and specifications for the Various Residential Street Improvements Project FY 2022-2023 ("Project") and authorized staff to solicit bids for the Project. The scope of work consisted of excavation and/or cold milling of existing AC Pavement, removal and reconstruction of AC pavement, reconstruction of sidewalk, driveways, curb ramps, an alley intersection, curb and gutter, cross gutters, adjusting of utility manhole frames and covers to finished grade, striping and markings, construction survey, material testing, and all other items not mentioned but indicated in the plans and specifications.
On April 4, 2024, the City received a total of six (6) bid proposals for the Project. Staff conducted a bid analysis to ensure the lowest, responsible bid met all of the requirements in the Project specifications, including complying with all applicable local, state and federal requirements. Based on the analysis, staff recommended awarding a construction contract to Sequel Contractors, I nc.("Sequel"), as the lowest responsive and responsible bidder.
On June 10, 2024, the City awarded the construction contract to Sequel for the base bid amount of $608,995.50 and Additive Bid "A" in the amount of $190,886.40, for a total contract amount of $799,881.90.
Construction began on July 15, 2024, and was completed on October 3, 2024. The Project Inspector conducted their final inspection, reviewed the Project documents, and determined that the Project was completed satisfactorily and in conformance with the Project's plans and specifications. The final working days were fifty-four (54) and the final total construction cost was $789,709.55.
CONCLUSION:
The City Council's acceptance of the Project as complete is required to allow the City Clerk to file the Notice of Completion with the LA County Registrar -Recorder. If there are no subcontractor claims or liens received within a 35-day period after the filing of the notice, the City will then release retained Project funds to Sequel.
FISCAL IMPACT:
cue
The City's budget for the Project was $1,064,678 and it included $39,765 in TDA; $599,913 in Measure R; $175,000 in Measure M; and $250,000 in Prop C funds. The Project was completed within budget. The remaining unexpended balance $53,609.50 will be returned to the Measure M fund.
The Proiect expenditures were as follows:
Design
$61,500.00
Construction Management & Inspection
$48,237.00
Project Management
$31,079.00
Funding Administration
$11,655.00
Topographical Survey
$36,708.00
Geotechnical I nvestigation
$30,850.00
Construction Costs
$789,709.56
Publication & Misc. Costs
$1,330.00
FINAL PROJECT COST
$1,011,068.56
ATTACHMENTS:
Exhibit 1 - Notice of Completion
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 301
RECORDING REQUESTED BY
CITY OF BELL GARDENS
AND WHEN RECORDED MAIL TO
NAME CITY OF BELL GARDENS
CITY CLERK
STREET 7100 S. GARFIELD AVE
ADDRESS
CITY BELL GARDENS, CA 90201
STATE
ZIP
SPACE ABOVE LINE FOR RECORDER'S USE
NOTICE OF COMPLETION
Notice is hereby given that:
1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:
2. The full name of the owner is City of Bell Gardens
3. The full address of the owner is 7100 S. Garfield Avenue. Bell Gardens. CA 90201
4. The nature of the interest or estate of the owner is: in fee (if other than Fee, strike "In fee" and insert, for example, "purchaser under contract of purchase", or "lessee")
5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are:
NAMES ADDRESSES
A work of improvement on the property hereinafter described was substantially completed on 07/11/2024. The work done was:
Various Residential Street Improvements Project FY 2022-2023 (CIP NO.3919).
The names of the contractor, if any, for such work of improvement was Sequel Contractors, Inc 06/10/2024
(If no contractor for work of improvement as a whole, insert "None") (Date of Contract) The property on which said work of improvement was completed is in the City of Bell Gardens County of Los Angeles, State of CA, and is described as follows: Various City Streets The street address of said property is See Exhibit A
(If no street address has been officially assigned, insert "none".) Dated
Michael B. O'Kelly, City Manager
(Signature of Owner or corporate officer of Owner named in paragraph 2, or his agent)
VERIFICATION
I, the undersigned, say: I am the City Clerk of the City of Bell Gardens, the declarant of the foregoing Notice of Completion:
I have read said Notice of Completion and know the contents thereof; the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.
Executed on at Bell Gardens, CA
Daisy Gomez, City Clerk
(Personal signature of the individual who is swearing that the contents of the Notice of Completion are true) Exhibit 1 302
EXHIBIT A
The Various Residential Street Improvement Project FY 2022-2023 (CIP No. 3919) included the following street segments:
• Granger Avenue from Florence Avenue to Florence Place • Foster Bridge Boulevard and Scout Avenue Intersection • Florence Avenue from Garfield Avenue to Granger Avenue • Otto Street from Emil Avenue to Cul-de-sac
• Emil Avenue from Suva Street to Foster Bridge Boulevard • Watcher Street from Jaboneria Road to Darwell Avenue
Exhibit 1 303
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 12.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities Douglas Benash, P.E., City Engineer
SUBJECT: ACCEPTANCE OF THE CITYWIDE SHARED BIKE LANE RE -STRIPING PROJECT (CIP NO. 3934)AS COMPLETE
DATE: October 28, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Accept the Citywide Shared Bike Lane (Sharrow) Re -striping Project; Cl P No. 3934 as complete, and
2. Authorize staff to file the Notice of Completion.
BACKGROUND/DISCUSSION:
The scope of work consists of furnishing all materials, equipment, tools, labor, and incidentals as required by the Plans, Specifications, and Contract documents. The general items of work included the removal and replacement of the existing shared bike lane "sharrow" legends on Eastern Avenue, Florence Avenue, Florence Place, Gage Avenue, and Garfield Avenue with a new thermoplastic white cyclist over a lime green background for higher visibility.
A total of 243 sharrows were completed. The specifications indicated that the contractor shall complete all work as specified in the Base Bid within twenty (20) working days.
On May 13, 2024, the City Council approved the plans and specifications and authorized staff to solicit bids for the Citywide Shared Bike Lane (Sharrow) Re -Striping Project. On June 11, 2024, the City received a total of two (2) bid proposals for the project. Staff conducted an analysis of the apparent lowest bidder Sterndahl Enterprises (Sterndahl). This analysis included a review of their bid schedule, bid bond, license, references, and all required documentation. Sterndahl's license is current and active, and reference checks revealed that the contractor's previous projects were completed satisfactorily, with no contractor -initiated change orders. The Contractor's D I R Registration and AM Best Rating Check were also reviewed and deemed satisfactory. It was determined that Sterndahl was the lowest responsive and responsible bidder. On June 24, 2024, the City awarded the construction contract to Sterndahl in the amount of $111,640.
Construction began on August 12, 2024, and on September 24, 2024, Sterndahl completed the construction of the Citywide Shared Bike Lane (Sharrow) Re -striping Project. The Project Inspector conducted their final inspection, reviewed the project documents, and determined that the project was completed satisfactorily and in conformance with the project's plans and specifications. It should be noted that the final working days were thirteen (13) and the final total construction cost is $124,642.11.
CONCLUSION:
Staff respectively request that the City Council accepts the construction contract for the Citywide Shared Bike Lane 304
(Sharrow) Re -striping Project as complete and authorize the City Clerk to file the Notice of Completion.
FISCAL IMPACT:
The City's budget for FY 2023-2024 included $85,000 of Measure M funding. Staff requested an additional appropriation of $23,000 of Measure M funds and $34,790 from undesignated FY 2024-2025 TDA Article 3 funds to cover the total estimated Project expenditures. The total budget for this project was $142,790. The project was completed on budget.
ATTACHMENTS:
Exhibit 1 - Notice of Completion
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 305
RECORDING REQUESTED BY
CITY OF BELL GARDENS
AND WHEN RECORDED MAIL TO
NAME CITY OF BELL GARDENS
CITY CLERK
STREET 7100 S. GARFIELD AVE
ADDRESS
CITY BELL GARDENS, CA 90201
STATE
ZIP
SPACE ABOVE LINE FOR RECORDER'S USE
NOTICE OF COMPLETION
Notice is hereby given that:
1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:
2. The full name of the owner is City of Bell Gardens
3. The full address of the owner is 7100 S. Garfield Avenue. Bell Gardens. CA 90201
4. The nature of the interest or estate of the owner is: in fee (if other than Fee, strike "In fee" and insert, for example, "purchaser under contract of purchase", or "lessee")
5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are:
NAMES ADDRESSES
A work of improvement on the property hereinafter described was substantially completed on 9/24/2024. The work done was:
Citywide Shared Bike Lane (Sharrow) Re -Striping Project (CIP NO.3934).
The names of the contractor, if any, for such work of improvement was Sterndahl Enterprises LLC 06/24/2024
(If no contractor for work of improvement as a whole, insert "None") (Date of Contract) The property on which said work of improvement was completed is in the City of Bell Gardens County of Los Angeles, State of CA, and is described as follows: Various City Streets The street address of said property is See Exhibit A
(If no street address has been officially assigned, insert "none".) Dated
Michael B. O'Kelly, City Manager
(Signature of Owner or corporate officer of Owner named in paragraph 2, or his agent)
VERIFICATION
I, the undersigned, say: I am the City Clerk of the City of Bell Gardens, the declarant of the foregoing Notice of Completion:
I have read said Notice of Completion and know the contents thereof; the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.
Executed on at Bell Gardens, CA
Daisy Gomez, City Clerk
(Personal signature of the individual who is swearing that the contents of the Notice of Completion are true) Exhibit 1 306
EXHIBIT A
The Citywide Shared Bike Lane (Sharrow) Re -Striping Project (CIP No. 3934) included the sharrows located on following streets:
• Eastern Avenue from northerly City boundaries to southerly City boundaries • Florence Avenue from westerly City boundaries to easterly City boundaries • Florence Place from westerly City boundaries to easterly City boundaries • Gage Avenue from westerly City boundaries to easterly City boundaries • Garfield Avenue from northerly City boundaries to southerly City boundaries Exhibit 1 307
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities Douglas Benash, P.E., City Engineer
SUBJECT: ACCEPTANCE OF THE CITYWIDE SHARED BIKE LANE
(SHARROW) RE -STRIPING PROJECT (CIP NO. 3934) AS
COMPLETE
DATE: October 28, 2024
Information To Show On Agenda Below Title:
Consideration of acceptance of the Citywide Shared Bike Lane (Sharrow) Re -Striping Project as Complete.
RECOMMENDATION:
It is staff's recommendation that the City Council:
1) Accept the Citywide Shared Bike Lane Re -striping Project; CIP No. 3934 as complete; and
2) Authorize staff to file the Notice of Completion.
BACKGROUND/DISCUSSION:
On May 13, 2024, the City Council approved the plans and specifications and authorized staff to solicit bids for the Citywide Shared Bike Lane (Sharrow) Re -Striping Project ("Project") and authorized staff to advertise and solicit bids for the Project. The scope of work consisted of furnishing all materials, equipment, tools, labor, and incidentals as required by the Plans, Specifications, and Contract documents. The general items of work included the removal and replacement of the existing shared bike lane "sharrow" legends on Eastern Avenue, Florence Avenue, Florence Place, Gage Avenue, and Garfield Avenue with a new thermoplastic white cyclist over a lime green background for higher visibility.
On June 11, 2024, the City received a total of two (2) bid proposals for the Project. Staff conducted an analysis of the apparent lowest bidder Sterndahl Enterprises (Sterndahl) to ensure the lowest, responsible bid met all of the requirements in the Project specifications, including complying with all applicable local, state and federal requirements. Based on the analysis, staff recommended awarding a construction contract to Sterndahl as the lowest responsive and responsible bidder. On June 24, 2024, the City awarded the construction contract to Sterndahl in the amount of $111,640.
Construction began on August 12, 2024, and was completed on September 24, 2024.
The Project Inspector conducted the final inspection, reviewed the Project documents, and determined the Project was completed satisfactorily and in conformance with the Project's plans and specifications. The final working days were thirteen (13) and the final total construction cost was $117,922.11, including two (2) change orders for additional sharrow painting work and traffic control.
CONCLUSION:
The City Council's acceptance of the Project as complete is required to allow the City Clerk to file the Notice of Completion with the LA County Registrar -Recorder. If there are no subcontractor claims or liens received within a 35-day period after the filing of the notice, the City will then release retained Project funds to Sterndahl.
FISCAL IMPACT:
The City's FY 2023-2024 CIP budget included $85,000 in Measure M funding. Staff requested an additional appropriation of $23,000 in Measure M funds and $34,790 from FY 2024-2025 TDA Article 3 funds to cover the total estimated Project expenditures. The Project was completed within budget. The remaining unexpended balance $1,630.39 will be returned to the Measure M fund.
The complete Project expenditures were as follows -
Design
$6,677.50
Construction Management & Inspection
$9,197.00
Project Management
$4,398.00
Funding Administration
$1,675.00
Construction Costs
$111,640.00
Contract Change Order No.1
$4,032.11
Contract Change Order No.2
$2,250.00
Publication & Misc. Costs
$1,290.00
FINAL PROJECT COST
$141,159.61
ATTACHMENTS:
Exhibit 1 — Notice of Completion
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 13.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities Karla Gonzalez, Senior Management Analyst
SUBJECT: CONSIDERATION OF A RESOLUTION APPROVING ATHIRD AMENDMENT TO THE
MEMORANDUM OF UNDERSTANDING FORCOST SHARING OF IMPLEMENTATION
OFAWATERSHED MANAGEMENT PROGRAM AND COORDINATED INTEGRATED
MONITORING PROGRAM
DATE: October 28, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council adopt the attached Resolution authorizing the City Manager to execute the Third Amendment to the Memorandum of Understanding with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority for Cost Sharing of Implementation of a Watershed Management Program and Coordinated Integrated Monitoring Program.
BACKGROUND/DISCUSSION:
On November 8, 2012, the Los Angeles Regional Water Quality Board (Regional Board) adopted Order No. R4- 2012-0175 revising the waste discharge requirements for Municipal Separate Storm Sewer System (MS4) discharges within the coastal watersheds of Los Angeles County covered by NPDES Permit No. CAS004001 (2012 MS4 Permit). The 2012 MS4 Permit became effective on December 28, 2012, and regulated the water quality of urban runoff in cities within most of Los Angeles County, including Bell Gardens. The 2012 MS4 Permit required that jurisdictions develop and implement a Watershed Management Program (WMP) and a Coordinated Integrated Monitoring Program (CIMP) specifying storm water quality programs that need implementation. In 2021, the Regional Board adopted Order No. R4-2021-0105 approving NPDES Permit No. CAS004004 (2021 MS4 Permit), which superseded the 2012 MS4 Permit. The 2021 MS4 Permit continued the requirement for jurisdictions to maintain a WMP and CI MP.
Neighboring jurisdictions have similar compliance requirements as they share storm drain facilities across jurisdictional boundaries. In 2013, Bell Gardens joined six local jurisdictions (Cities of Bell, Commerce, Cudahy, Huntington Park, Maywood, and Vernon) and the Los Angeles County Flood Control District (LACFCD) to create the Los Angeles River Upper Reach 2 (LARUR2) Sub -Watershed Committee, and collectively enter into a Memorandum of Understanding (MOU) with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (GWMA) to administerthe LARUR2 WMP and CIMP.
On November 17, 2014, a First Amendment was executed to 1) hire a consultant to implement the WMP and CIMP; 2) establish a cost -sharing formula for implementation costs; and 3) extend the MOU through December 31, 2019.
On April 9, 2020, the parties entered into a Second Amendment to extend the term of the MOU to December 31, 2024.
ce:
A Third Amendment is warranted to extend the term of the MOU through December 31, 2027, and to modify the financial terms to incorporate GWMA's direct and overhead costs to carry out its duties under the MOU. These costs will be in addition to the established cost -sharing formulas and will ensure continued compliance with the 2021 MS4 Permit.
CONCLUSION:
If approved the Third Amendment is approved, staff will process the Third Amendment for signatures to maintain compliance with the 2021 MS4 Permit requirements.
FISCAL IMPACT:
Funding for 2021 MS4 Permit implementation and monitoring fees is available in the FY 2024-2025 budget.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-89
Exhibit 2 - MOU with Exhibits
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services c1•
RESOLUTION NO. 2024-89
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, APPROVING THE THIRD AMENDMENT TO
THE MEMORANDUM OF UNDERSTANDING (MOU) WITH THE LOS
ANGELES GATEWAY REGION INTEGRATED REGIONAL WATER
MANAGEMENT JOINT POWERS AUTHORITY (GWMA) FOR THE
CONTINUED ADMINISTRATION AND COST SHARING FOR
IMPLEMENTATION AND MONITORING OF WATERSHED MANAGEMENT
PROGRAM (WMP) AND COORDINATED INTEGRATED MONITORING
PROGRAM (CIMP)
WHEREAS, the Municipal Separate Storm Sewer System (MS4) Permit (Order No.
R4-2021-0105) was adopted by the California Regional Water Quality Control Board, Los Angeles Region on July 23, 2021; and
WHEREAS, the City of Bell Gardens manages stormwater facilities that drain into the Upper Reach 2 of the Los Angeles River (LAR) and is responsible for the protection and management of the water resources within its boundaries; and WHEREAS, the City of Bell Gardens has joined with the Cities of Bell, Commerce, Cudahy, Huntington Park, Maywood, Vernon and Los Angeles County Flood Control District (Permittees) to form the Los Angeles River Upper Reach 2 (LARUR2) Sub -Watershed Committee to more effectively comply with certain elements of the MS4 Permit; and
WHEREAS, on August 19, 2013, Permittees and the Los Angeles Gateway Region Integrated Regional Water Management Authority (GWMA) entered into a Memorandum of Understanding (MOU) to authorize the GWMA to hire a consultant for preparing and delivering a Watershed Management Program (WMP) and a Coordinated Integrated Monitoring Program (CIMP); and
WHEREAS, on November 17, 2014, the Permittees approved the First Amendment to the MOU to 1) add implementation of the WMP and CIMP to the scope and purpose of the MOU; and 2) provide a separate cost -share formula for the implementation of the WMP and CIMP, subject to annual budget approvals in accordance with each Permittee's cost sharing allocation; and
WHEREAS, on April 9, 2020, the Permittees entered into a Second Amendment to extend the term of the MOU through December 31, 2024; and WHEREAS, the Permittees wish to extend the MOU's term to maintain their existing beneficial relationship and cooperatively implement the WMP and CIMP to comply with the MS4 Permit's requirements with the support of GWMA's Consultant, including the process of updating the WMP and CIMP through adaptive management, and to update the financial terms of the MOU.
Exhibit 1 310
Resolution No. 2024-89
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council, after consideration of the staff report and discussion, hereby finds that the above recitals are true and correct and incorporate them herein.
SECTION 2. Based upon the above recitals, the staff report accompanying this Resolution, and such other oral and written evidence, the Bell Gardens City Council hereby approves a Third Amendment to the Memorandum of Understanding with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority, which is attached to the staff report as Exhibit 2.
SECTION 3. The City Council further authorizes and directs the City Manager to execute the Third Amendment and take all actions necessary to appropriate, implement and effectuate the intent of the City Council as set forth in this Resolution.
SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon approval.
PASSED, APPROVED, and ADOPTED this 28t" day of October, 2024.
APPROVED AS TO FORM:
Stephanie Vasquez
City Attorney
1►�•5ac3
THE CITY OF BELL GARDENS
Gabriela Gomez, Mayor
ATTEST:
Daisy Gomez
City Clerk
Exhibit 1 311
Resolution No. 2024-89
I, , City Clerk of
City Council Resolution No.
a regular meeting of the City Council hel
AYES:
NOES:
ABSTAIN:
ABSENT:
d
C] no at]
Exhibit 1 312
THIRD AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING
BETWEEN THE LOS ANGELES GATEWAY REGION INTEGRATED REGIONAL
WATER MANAGEMENT JOINT POWERS AUTHORITY AND
THE CITIES OF BELL, BELL GARDENS, COMMERCE, CUDAHY, HUNTINGTON PARK,
MAYWOOD, VERNON, AND THE LOS ANGELES COUNTY FLOOD CONTROL
DISTRICT
TO
EXTEND THE MOU' S TERM IN ORDER TO UPDATE AND CONTINUE
IMPLEMENTING A WATERSHED MANAGEMENT PROGRAM ("WMP") AND COORDINATED INTEGRATED MONITORING PROGRAM ("CP P") AS REQUIRED BY
THE REGIONAL WATER QUALITY CONTROL BOARD, LOS ANGELES REGION,
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NDPES) PERMIT FOR MUNICIPAL SEPARATE STORM SEWER SYSTEM (MS4) DISCHARGES WITHIN THE COASTAL WATERSHEDS OF LOS ANGELES AND VENTURA COUNTIES, ORDER NO.
R4-2021-0105 ("MS4 PERMIT")
This THIRD AMENDMENT to the memorandum of understanding ("MOU") is made and entered into as of the date of the last signature set forth below, by and between the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority ("GWMA"), a California Joint Powers Authority, and the Cities of Bell, Bell Gardens, Commerce, Cudahy, Huntington Park, Maywood, Vernon ("Cities"), and the Los Angeles Flood Control District ("LACFCD"):
Recitals. This THIRD AMENDMENT is made with the respect to the following facts and purposes:
A. For the purposes of this Third Amendment, the term "Watershed Permittees" shall mean the Cities of Bell, Bell Gardens, Commerce, Cudahy, Huntington Park, Maywood, Vernon, and the Los Angeles County Flood Control District; and
B. The Watershed Permittees and GWMA are collectively referred to as the "PARTIES"; and
C. On August 19, 2013, the PARTIES entered into a Memorandum of Understanding for Administration and Cost Sharing to Prepare a Watershed Management Program ("WMP") and Coordinated Integrated Monitoring Program ("CIMP"), collectively the "Plans," as required by the Regional Water Quality Control Board, Los Angeles Region, National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit, Order No. R4-2012-0175, as amended ("MOU"); and
D. The Watershed Permittees prepared and submitted the Plans to the Regional Board in compliance with certain elements of the MS4 Permit; and E. On November 17, 2014, the PARTIES entered into a First Amendment to the MOU to: (1) add implementation of the Plans to the scope and purpose of the MOU; and (2) Exhibit 2 313
provide a separate cost -share formula for the implementation of the Plans, subject to annual budget approval, in accordance with each PARTY' S cost share allocation; and F. The GWMA, on behalf of the Parties, has hired a consultant, CWE Engineering ("Consultant"), to implement the Plans for the benefit of the Parties; and G. On April 9, 2020, the PARTIES entered into a Second Amendment to the MOU in order to extend the MOD's term to December 31, 2024; and H. On July 23, 2021, the Los Agngeles Regional Water Quality Control Board approved a new MS4 Permit, which continues the WMP and CIMP permit compliance options; and
I. The PARTIES wish to again extend the MOD's term in order to maintain their existing beneficial relationship and cooperatively implement the Plans to comply with the MS4 Permit requirements with the support of GWMA's Consultant, including the process of updating the WMP and CIMP through adaptive management, and to update the financial terms of the MOU.
Agreement. The PARTIES agree that the following provisions of the MOU shall be amended as follows:
1. The term "MS4 Permit" shall hereafter refer to the "National Pollutant Discharge Elimination System (NPDES) Permit for Municipal Separate Storm Sewer System (MS4) Discharges Within the Coastal Watersheds of Los Angeles and Ventura," Los Angeles Regional Water Quality Control Board Order No. R4-2021-0105, NPDES Permit No. CAS004004.
2. Section 6 of the MOU entitled "Term" is hereby amended to read as follows:
"Section 6. Term. This MOU shall remain and continue in effect until December 31, 2027, unless sooner terminated as provided herein."
3. Section 9 of the MOU entitled "Financial Terms" is hereby amended to read as follows:
"Section 9. Financial Terms.
a) Each Watershed Permittee shall pay its Proportional Costs as provided in Exhibit A for Consultant and any other related expenses to which the PARTIES may agree in writing.
b) Each Watershed Permittee shall also pay its proportional share of GWMA's staff time for retaining Consultant and invoicing the Watershed Permittees, audit expenses and other overhead costs, including reasonable legal fees ("MOU Costs") incurred by GWMA in the performance of its duties under this MOU.
The MOU Costs added by GWMA to each invoice submitted to each Watershed Permittee shall be a percentage based on the following formulas:
Exhibit 2 �A4
GWMA Members: If the Watershed Permittee is a GWMA Member, then the MOU Costs do not include the GWMA's estimated indirect, overhead costs, which GWMA Members absorb as part of their annual membership dues. The rate charged to GWMA Members in order to recover the MOU Costs will range between zero percent (0%) and five percent (5%) of the Watershed Permittee's Proportional Costs. On an annual basis the GWMA will evaluate the percentage rate charged to GWMA Members to ensure it adequately recovers the GWMA's cost of performing its duties under this MOU. Based on this review, the GWMA Board will establish the rate charged to recover the MOU Costs for the next fiscal year. The GWMA will provide the Representative fifteen (15) days' written notice prior to July 1st of the fiscal year in which a new rate will take effect.
ii. Non-GWMA Members. If the Watershed Permittee is not a GWMA Member (currently LACFCD), then the MOU Costs will also include the GWMA's estimated indirect, overhead costs. In order to recover direct MOU Costs, the rate charged to Non-GWMA Members will range between five percent (5%) and ten percent (10%) of theWatershed Permittee's Proportional Costs and the rate charged to recover indirect MOU Costs will range between two percent (2%) and five percent (5%) of the Watershed Permittee's Proportional Costs.
On an annual basis the GWMA will evaluate the percentage rates charged to Non-GWMA Members to ensure they adequately recovers the GWMA's cost of performing its duties under this MOU. Based on this review, the GWMA Board may increase or decrease the rates charged to recover the MOU Costs, including both direct and indirect costs, for the next fiscal year. The GWMA will provide the Representative fifteen (15) days' written notice prior to July 1 st of the fiscal year in which a new rate will take effect. c) GWMA shall submit an invoice to each Watershed Permittee reflecting each Watershed Permittee's estimated Proportional Costs of the Consultant's services through the following June 30th. Prior to releasing payment to Consultant, GWMA shall submit a copy of the Consultant's invoices to the Representative for approval by the LAR UR 2 Sub Watershed Committee. The decision regarding whether to pay the invoice shall be communicated to the GWMA by the Representative.
d) Upon receiving an invoice from GWMA, each Watershed Permittee shall pay its Proportional Costs set forth in that invoice to the GWMA within forty-five days (45) days of receipt.
e) By March 15th of each year, the Representative shall submit to GWMA a recommended budget for the following fiscal year. GWMA shall consider the recommendation and adopt a budget by June 30th inclusive of the Representative's recommendation. GWMA will send each Watershed Permittee no later than June 30th of each year an invoice representing the Watershed Permittee's Proportional Costs of the adopted budget. GWMA shall not expend funds in excess of each Exhibit 2 3315
annual budgeted amount without prior notification to and approval by the Representative.
f) Each Watershed Permittee shall review its recommended Proportional Costs for the upcoming fiscal year in a timely manner for inclusion in its next budget cycle or exercise the withdrawal and termination clause as specified in Section 13.a of the MOU.
g) A Watershed Permittee will be delinquent if the invoiced payment is within the budgeted amounts or the amounts authorized by the Group and such invoiced payment is not received by the GWMA within forty-five (45) days after the GWMA first sent the invoice. The GWMA will follow the procedure listed below, or such other procedure that the Group directs to effectuate payment: 1) verbally contact the official of the Watershed Permittee with copies to each other Watershed Permittee to the person and at the address to which notices should be addressed pursuant to Section 14 of the MOU, and 2) submit a formal letter from the GWMA Executive Officer to the Watershed Permittee. If payment is not received within sixty (60) days following the due date, the GWMA may terminate the MOU unless the City Managers/Administrators of the Watershed Permittees in good standing inform the GWMA in writing that their respective Watershed Permittees agree to adjust their Proportional Cost allocations in accordance with the Cost Share Formula in Exhibit A. The terminated Watershed Permittee shall remain obligated to GWMA for its delinquent payments and any other obligations incurred prior to the date of termination.
h) GWMA shall suspend all work being performed by the Consultant if any Watershed Permittee has not paid its invoice within forty five (45) days after the GWMA first sent the invoice unless the City Managers/Administrators of the other Watershed Permittees inform the GWMA in writing that their respective Watershed Permittees will pay the delinquent Watershed Permittee's costs once the MOU with the delinquent Watershed Permittee has been terminated. i) Any delinquent payments by a Watershed Permittee shall accrue compound interest at the then -current rate of interest in the Local Agency Investment Fund, calculated from the first date of delinquency until the payment is made. j) Funds remaining in the possession of the GWMA at the end of the term of this MOU, or at the termination of this MOU, whichever occurs earlier, shall be promptly returned to the then remaining Watershed Permittees in accordance with the Cost Share Formula in Exhibit A.
k) The PARTIES agree that if any other entity decides to cost share any element of the WMP or CIMP, GWMA will enter into a separate MOU with that entity and will reduce the Watershed Permittees' future invoice amount(s) accordingly." Exhibit 2 391M
4. Except for the changes specifically set forth herein, all other terms and conditions of the MOU, First Amendment, and Second Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE: LOS ANGELES GATEWAY REGION
INTEGRATED REGIONAL WATER
MANAGEMENT JOINT POWERS AUTHORITY
Adriana Figueroa
GWMA Chair
APPRVED AS TO FORM
Nicholas R. Ghirelli
Legal Counsel
Exhibit 2 *7
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF BELL
Mr. Michael L. Antwine II
City Manager
6330 Pine Avenue
Bell, CA 90201
Michael L. Antwine II, City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 liI8
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF BELL GARDENS
Mr. Michael B. O'Kelly
City Manager
7100 Garfield Avenue
Bell Gardens, CA 90201
Michael B. O'Kelly, City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 371�
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF COMMERCE
City Manager
2535 Commerce Way
Commerce, CA 90040
City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 �&o
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF CUDAHY
Mr. Alfonso Noyola
City Manager
5220 Santa Ana Street
Cudahy, CA 90201
Alfonso Noyola, City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 7921
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF HUNTINGTON PARK
Mr. Ricardo Reyes
City Manager
6550 Miles Avenue
Huntington Park, CA 90255
Ricardo Reyes, City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 -A202
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF MAYWOOD
Ms. Jennifer E. Vasquez
City Manager
4319 East Slauson Avenue
Maywood, CA 90270
Jennifer E. Vasquez, City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 -Ah
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
CITY OF VERNON
Mr. Carlos R. Fandino
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Carlos R. Fandino, City Administrator
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Exhibit 2 -A94
IN WITNESS WHEREOF, the Parties hereto have caused this THIRD AMENDMENT to be executed on their behalf, respectively, as follows:
DATE:
ATTEST:
County Clerk
LOS ANGELES COUNTY FLOOD
CONTROL DISTRICT
Mr. Mark Pestrella
Director
900 S. Fremont Avenue
Alhambra, CA 91803
Mark Pestrella, Director
APPROVED AS TO FORM:
County Counsel
Exhibit 2 -A�5
MINIFIRM11
The Watershed Permittees and the District agree to pay for the cost of preparation of a WMP and LIMP. The District will pay ten percent (10%) of the cost of the WMP and CIMP. Each Watershed Permittee, shall pay an equal one seventh (1/7t") share of forty-five percent (45%) of the cost of the WMP and LIMP and each Watershed Permittee shall pay its pro-rata share of forty-five percent (45%) of the cost of the WMP and LIMP at the cost sharing allocation percentage provided in Table t
Watershed
Permittee
Land Area
(min )
Cost Allocation
Percentage
Bell
2.64 11.90
Bell Gardens
2.49 11.22
Commerce
6.57 29.61
Cudahy
1.12 5.05
Huntington Park
3.03 13.65,
Maywood
1,18
5.32 Vernon
5,16
23.25 Exhibit 2 326
SECOND AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING
BETWEEN THE LOS ANGELES GATEWAY REGION INTEGRATED REGIONAL
WATER MANAGEMENT JOINT POWERS AUTHORITY AND
THE CITIES OF BELL, BELL GARDENS, COMMERCE, CUDAHY, HUNTINGTON PARK,
MAYWOOD, VERNON, AND THE LOS ANGELES COUNTY FLOOD CONTROL DISTRICT TO
EXTEND THE MOU'S TERM IN ORDER TO UPDATE AND CONTINUE IMPLEMENTING A WATERSHED MANAGEMENT PROGRAM ("WMP") and COORDINATED
INTEGRATED MONITORING PROGRAM ("CIMP") AS REQUIRED BY THE REGIONAL
WATER QUALITY CONTROL BOARD, LOS ANGELES REGION, NATIONAL
POLLUTANT DISCHARGE ELIMINATION SYSTEM MUNICIPAL SEPARATE STORM SEWER SYSTEM PERMIT ORDER NO. R4-2012-0175 MUNICIPAL SEPARATE STORM SEWER SYSTEM, AS AMENDED ("MS4 PERMIT")
This SECOND AMENDMENT to the memorandum of understanding ("MOU") is made and entered into as of the date of the last signature set forth below, by and between the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority ("GWMA"), a California Joint Powers Authority, and the Cities of Bell, Bell Gardens, Commerce, Cudahy, Huntington Park, Maywood, Vernon ("Cities"), and the Los Angeles Flood Control District ("LACFCD"):
1. Recitals. This SECOND AMENDMENT is made with the respect to the following facts and purposes:
A. For the purposes of this Second Amendment, the term "Watershed Permittees" shall mean the Cities of Bell, Bell Gardens, Commerce, Cudahy, Huntington Park, Maywood, Vernon, and the Los Angeles County Flood Control District; and
B. The Watershed Permittees and GWMA are collectively referred to as the "PARTIES"; and
C. On August 19, 2013, the PARTIES entered into a Memorandum of Understanding for Administration and Cost Sharing to Prepare a Watershed Management Program ("WMP") and Coordinated Integrated Monitoring Program ("CIMP"), collectively the "Plans," as required by the Regional Water Quality Control Board, Los Angeles Region, National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit, Order No. 114-2012-0175 Municipal Separate Storm Sewer System, as amended ("MOU"); and
D. The Watershed Permittees prepared and submitted the Plans to the Regional Board in compliance with certain elements of the MS4 Permit; and