Los Alamitos City Council
May 15, 2023

DocuSign Envelope ID: F3B292B5- B6FF4ED2- 8OD8- 9899E1D9A29B 33 Force Majeure. The time for performance of the Project Services maybe extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor ( financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor, within ten ( 10) calendar days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager 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 Manager such delay is justified. The City Manager' s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor' s sole remedy being extension of the Agreement pursuant to this section.

3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the Effective Date and shall continue in full force and effect for a period of one year ending on June 15, 2021, unless extended by mutual written agreement ofthe Parties for a maximum of three ( 3) — 1 year contract extensions.

4. 41 Contractor' s Representative. The following principal of Contractor is hereby designated as being the principal and representative of Contractor authorized to act on its behalf with respect to the Project Services and to make all decisions in connection therewith: President and Secretary, Gus Marquez. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Project Services performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

4.2 Cm' s Contract Officer. The City' s Contract Officer shall be such person as may be designated by the City Manager, and is subject to change by the City Manager. It shall be the Contractor' s responsibility to ensure that the Contract Officer is kept fully informed ofthe progress ofthe performance ofthe Project Services, and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf ofthe City required hereunder to carry out the terms of this Agreement.
43 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City. Contractor shall not contract with any other entity to perform the Project Services without prior written consent ofCity. 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B If Contractor is permitted by City to subcontract any part of this Agreement, Contractor shall be responsible to City for the acts and omissions of its subcontractor( s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the performance of Project Services will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City.

Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent ( 251/6) of the present ownership and/ or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability hereunder without the express written consent of City.

4.4 Independent Contractor.

I The legal relationship between the Parties is that of an independent contractor; nothing herein shall be deemed to make Contractor a City employee. During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Contractor will determine the means, methods and details of performing the Project Services subject to the requirements of this Agreement. The personnel performing the Project Services on behalf of Contractor shall at all times be under Contractor' s exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Contractor or any of its officers, employees, or agents, except as set forth in this Agreement.

Contractor, its officers, employees or agents, shall not maintain a permanent office or fixed business location at City' s offices. City shall have no voice in the selection, discharge, supervision, or control of Contractor' s officers, employees, or agents or in fixing their number, compensation, or hours of service. Contractor shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Project Services and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor. 4A2 Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.
4A3 No City benefits shall be available to Contractor, its officers, employees, representatives, agents, subconsultants or subcontractors in connection with the performance of any Project Services. Except for fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of any Project Services. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, representatives, agents, subconsultants or subcontractors, for injury or sickness arising out of the performance of any Project Services. If for any reason any court or 5 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B governmental agency determines that the City has financial obligations, other than pursuant to Section 2 herein, of any nature relating to salary, taxes, or benefits of Contractor' s officers, employees, representatives, agents, or subconsultants or subcontractors, Contractor shall defend, indemnify, and hold harmless City from and against all such financial obligations. 451 In the event that Contractor or any officer, employee, representative, agent, subconsultant or subcontractor of Contractor providing any Project Services claims or is determined by a court of competent jurisdiction or the California Public Employee Retirement System ( PERS) to be eligible for enrollment in PERS as an employee ofthe City, Contractor shall indemnify, defend, and hold harmless City against ( 1) all such claims and determinations, ( 2) for the payment of any employee and/ or employer contributions for PERS benefits on behalf of Contractor or its officers, employees, representatives, agents, subconsultants or subcontractors, and ( 3) the payment of any penalties and interest on such contributions, which would otherwise be the responsibility ofthe City.
452 Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its officers, employees, representatives, agents, subconsultants or subcontractors providing any Project Services shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/ or employee contributions for PERS benefits.
1 51 Compliance with Insurance Requirements. Contractor shall obtain, maintain, and keep in full force and effect during the tern of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section. Contractor shall not commence any Project Services unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. If Contractor' s existing insurance policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so.
52 Types of Insurance Reauired. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Contractor shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies ofinsurance:
521 Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance ( CGL). Coverage shall be at least as broad as ISO Form CG 00 01 written on a per occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with 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. 6 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF4ED2- 80D8- 9899E1D9A29B The policy shall not contain any endorsements or provisions limiting coverage for ( 1) contractual liability, (2) cross liability exclusion for claims or suits by one insured against another, or ( 3) contain any other exclusion contrary to the Agreement.
522 Automobile Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile Liability Insurance. Coverage shall be at least as broad as ISO Form CA 00 01 written on a per occurrence basis, covering Code 1 ( any auto), or if the Contractor has no owned autos, Code 8 ( hired) and Code 9 ( non -owned), with limits of no less than One Million Dollars ($ 1, 000, 000. 00) for each occurrence covering bodily injury and property damage.
523 Workers' Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers' Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers' compensation insurer waiving all subrogation rights under its workers' compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise under their workers' compensation insurance policies. Contractor shall also obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer' s Liability Insurance written on a per occurrence basis with limits of at least One Million Dollars ($ 1, 000, 000. 00) per accident for bodily injury or disease. Notwithstanding the foregoing, Contractor shall not be required to procure either Worker' s Compensation Insurance or Employer' s Liability Insurance if Contractor provides written verification to the City that Contractor does not have any employees.
53 Accentabilitv of Insurers. Insurance required by this section shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A -:VII or better ( if an admitted carrier), or a current rating of A:X or better ( if offered by a non -admitted insurer listed on the State of California List of Approved Surplus Lines Insurers ( LASLI)), by the latest edition of A.M. Best' s Key Rating Guide, except that the City will accept workers' compensation insurance from the State Compensation Fund. In the event the City determines that the work or Project Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. 54 Specific Insurance Provisions and Endorsements. Required insurance policies shall not be in compliance ifthey include any limiting provision or endorsement that has not been submitted to the City for written approval. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B 5A1 CGL and Auto Liability Endorsements. The policy or policies of insurance required by this section for CGL and Automobile Liability Insurance shall be endorsed as follows:

5.4.1. 1 Additional Insured. The City, its officials, officers, employees, agents and volunteers, shall be additional insureds with regard to liability and defense of suits or claims arising out ofthe performance ofthe Agreement; and

54.LL1 Additional Insured Endorsements. Additional insured endorsements shall not ( 1) be restricted to " ongoing operations", ( 2) exclude " contractual liability", ( 3) restrict coverage to " sole" liability of Contractor, or ( 4) contain any other exclusions contrary to the Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.

54.12 Primary and Non -Contributing Insurance. Each CGL and Automobile Liability Insurance policy shall be endorsed to be primary, and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents or volunteers, shall not contribute with this primary insurance.

54.1. 3 Waiver of Subrogation. Each CGL and Automobile Liability Insurance policy shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Contractor or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Contractor hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Contractor hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.
542 Notice of Cancellation. Each policy of any type shall be endorsed to provide that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty ( 30) calendar days prior written notice has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Contractor' s failure to pay the insurance premium, the notice provided by the insurer to City shall be by not less than ten ( 10) calendar days prior written notice. ( A statement that notice will be provided " in accordance with the policy terms" or words to that effect is inadequate to meet the requirements ofthis section.)

5.5 Deductibles and Self -Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance. The decision whether to approve or withhold approval of a deductible or self-insured retention shall be made by the City in the City's sole and absolute discretion.

5.6 Evidence of Coverage. Concurrently with the execution of the Agreement, Contractor shall deliver certificates of insurance together with original endorsements affecting each ofthe insurance policies required by this section. Contractor shall promptly furnish, at City' s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City may require to verify coverage. 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B 561 Required insurance policies shall not be in compliance ifthey include any limiting provision or endorsement that has not been submitted to the City for written approval. 562 Authorized Signatures. The certificates of insurance and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf.
50 Renewal/ Reolacement Policies. At least fifteen ( 15) calendar days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Contractor shall, within ten ( 10) calendar days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies meeting all requirements of this Agreement.
57 Reauirements Not Limiting. Requirement of specific coverage or minimum limits contained in this section are not intended as a limitation on coverage, limits, or other requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property.
58 Enforcement of Agreement ( Non- Estonnel). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of any noncompliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder. 59 Insurance for Subconsultants. Contractor shall either: ( 1) include all subconsultants or subcontractors engaged in the performance of Project Services on behalf of Contractor as additional named insureds under the Contractor' s insurance policies; or ( 2) Contractor shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms of the insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. Contractor shall not allow any subconsultant or subcontractor to commence any work or services relating to this Agreement unless and until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section. 510 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Contractor and its subconsultants and subcontractors, if any, pursuant to this Agreement:
5101 Contractor shall provide immediate written notice to City if (1) any of the insurance policies required herein are terminated, cancelled or suspended, ( 2) the limits of any of 9 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 8OD8- 9899E1D9A29B the insurance coverages required herein are reduced, or (3) the deductible or self-insured retention isincreased.

5.10.2 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent ofthe policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
5103 None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein ( e. g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.
510,4 Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor' s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.
5105 Contractor agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the provision of Project Services will be submitted to the City for review. 510.6 Contractor agrees to provide immediate written notice to City of any claim, demand or loss against Contractor arising out ofthe work or Project Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out ofthis Agreement.

6. INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall defend ( at Contractor' s sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, ( collectively " Claims") in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officers, directors, employees, subconsultants, subcontractors, agents or invitees in connection with performance under this Agreement, or in any manner arising out of, pertaining to, related to, or incident to an alleged breach ofthis Agreement, including without limitation the payment of all consequential damages, expert witness fees and 10 367754. 1

DocuSign Envelope ID: F3B292B5- B6FFAED2- 80D8- 9899E1 D9A29B attorneys' fees and other related costs and expenses.

Notwithstanding the foregoing, and only to the extent that the Project Services performed by Contractor are subject to California 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, or willful misconduct ofthe Contractor.

Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor' s indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless and indemnify the City, its officials, officers, employees, agents and volunteers, shall not apply to the extent that such Claims are caused by the sole negligence or willful misconduct ofthat indemnified party -
7J Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Project Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Project Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
72 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Project Services as the Contract Officer shall require.
73 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Contractor, its employees, subconsultants, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. Contractor shall ensure that all of its subconsultants and subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
7A Release of Documents. Except to the extent otherwise required by law, no drawing, specification, report, record, document, or other material prepared by Contractor, its employees, subconsultants, subcontractors and agents in the performance of Project Services shall not be released publicly without the prior written approval of the Contract Officer. 11 13677541

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 8OD8- 9899E1D9A29B

8. ENFORCEMENT OF AGREE
1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance ofthe Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 82 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Parry on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waiver or render unnecessary City' s consent to or approval of any subsequent act of Contractor. Any waiver by either Parry of any default must be in writing and shall not be a waiver ofany other default concerning the same or any other provision of this Agreement.
83 Ri¢hts and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
84 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes ofthis Agreement. 85 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement, at any time, with or without cause, upon thirty ( 30) calendar days written notice to Contractor, except that where the continuation of services would constitute a danger to health, safety or general welfare, the period of notice shall be such shorter time as may be appropriate.

Upon receipt of the notice of termination, Contractor shall immediately cease all Project Services, except as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Project Services rendered prior to receipt of the notice of termination and for any Project Services authorized by the Contract Officer thereafter.

U Termination for Default of ontractor.
861 Contractor' s failure to comply with any provision of this Agreement shall constitute a default.
862 If the Contract Officer determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/ she shall notify Contractor in writing of such default. If such default is capable of being cured, Contractor shall have ten ( 10) calendar days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Contractor fails to cure its default within such period of 12 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2-80D8- 9899E1D9A29B time, or if such default is not capable of being cured, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions ofthis section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City' s right to terminate this Agreement without cause pursuant to Section 8. 5.

8.63 If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8. 6. 2, take over the Project Services and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total direct and indirect costs for completion of the Project Services required hereunder exceeds the Maximum Contract Amount, and City may withhold any payments to Contractor for the purpose of set-off toward the cost of completion of the Project Services. The withholding or failure to withhold payments to Contractor shall not limit Contractor' s liability for completion of the Project Services as provided herein.

8.7 Attorneys' Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Parry all reasonable costs and expenses, including but not limited to reasonable attorneys' fees, expert witness fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner ofthe litigation or nonjudicial proceeding within thirty ( 30) calendar days ofthe date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. For purposes of this section, " Reasonable attorney fees" shall be calculated by multiplying the actual number of hours reasonably expended by the attorney( s) handling the dispute on behalf of the prevailing Party by the hourly rate actually paid by the prevailing Party, but in no case shall the hourly rate exceed Two Hundred and Fifty Dollars 250. 00) per hour.

9. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION
91 Lyon -liability of City Officers and Employees. No officer or employee ofthe City shall be personally liable to the Contractor, or any successor - in -interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms ofthis Agreement. 92 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, subcontractors, subconsultants and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, age, national origin, or ancestry. Contractor shall take afContractorative action to insure that applicants and employees are treated without regard to their race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry. 13 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E7D9A29B I I UI mej 01 offnel_X8111a W ta'11TA 1. 1

10.1 Notices. Any notice, demand, request, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally during normal hours of operation ofthe Party receiving the notice, or sent by pre -paid, first- class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated on the day personally served, or two ( 2) business days from the date of mailing if mailed as provided in this section. Additionally, notices by email will be considered legal notice if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE — GREENTECH LANDSCAPE INC.

To City: Chet Simmons, City Manager
City of Los Alamitos
3191 Katella Ave.

Los Alamitos, CA 90720
csimmons@cityoflosalamitos. org
With copy to:

Michael S. Daudt, City Attorney
Woodruff, Spradlin & Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
mdaudt@wss- law.com
To Contractor: West Coast Arborists, Inc.
2200 East Via Burton
Anaheim, CA 02806
pmahoney@wcainc. com

10.2 EntireAgreement* Amendments in Writing. This Agreement constitutes the entire agreement between the Parties and is intended as an integrated agreement, superseding all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications ofthis Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
103 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent ofthe Parties hereunder.

10.4 Successors in Interest. This Agreement shall be binding upon and inure to the 14 1367754. 1

DocuSign Envelope ID, F3B292B5- B6FF-4ED2- 80D8-9899E1D9A29B IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.

APPROVED AS TO FORM.

Woodruff, Spradlin & Smart, APC
D« uftned byvawlf
Michae. f—
bl2ZIZ0ZCity Attorney
16 1367754. 1
64 city"
City of Los Alamitos
Richard M rphyo'
Mayor
ATTEST:

D« uS gned by:

U1in x,u^a x 1ii, iaiw
By.—
cSIIBC Wind mera Quintanar, MMC 6/ 29/ 2020
City Clerk
Contractor"
West Coast Arborists, Inc.

Doe/ by
By.
6/ 19/ 2020
Patric Mahoney
President
HUE
d by:

By:

Al.a6ln"
1c ar ahoney 6/ 19T2020
Assistant Secretary

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B benefit of the Parties' successors and assignees.
105 Third Party Beneficiary. Except as expressly provided herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party hereto.
10b Recitals. The above -stated Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

10.7 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"). Contractor agrees to fully comply with all applicable federal and state labor laws ( including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the Parties that, in connection with the work or Project Services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non- payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

10.8 Corporate Authority. Each ofthe undersigned represents and warrants that (i) the Party for which he/ she is executing this Agreement is duly authorized and existing, ( ii) he/ she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he/ she is signing, ( iii) by so executing this Agreement, the Parry for which he/ she is signing is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision of any other agreement to which the Party for which he/ she is signing is bound.

SIGNATURES ON NEXT PAGE]
15 1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1 D9A29B EXHIBIT " A"

CONTRACTOR' S PROPOSAL/ SCOPE OF SERVICES
DATED: March 31, 2020
1367754. 1

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A296 C IGIiVA! d rrv' o
Q
Tree Care Professionals Serving Communities Who Care About Trees www. WCAINC. com March 31, 2020
City of Los Alamitos
Attn: Leslie Roseberry, Interim Development Services Director 3191 Katella Avenue
Los Alamitos, CA 90720
RE: RFP: 2020- 01 Tree Maintenance Services
Due: Wednesday, April 1, 2020 at 2: OOPM
To whom it may concern;
Thank you for allowing West Coast Arborists, Inc. ( WCA) with the opportunity to submit a proposal for tree maintenance services for the of Los Alamitos. WCA is a family- owned and operated company employing over 950 full- time employees providing various tasks to achieve one goal: serving communities who care about trees and landscape. We have reviewed, understand, and agree to the terms and conditions described in this RFP. We also hereby acknowledge that we meet the minimum requirements and responded to each of these requirements to the best of our ability.

WCA' s corporate values include listening to customers and employees that will help to improve services offered. By establishing clear goals and expectations for the organization, supporting waits diverse teams, and exchanging frequent feedback from customers and employees. WCA' s top management team has created a culture where employees become accountable for actions and results.

WCA has a 47 -year track record of working for more than 300 California and Arizona municipalities as well as other various agencies. Our company has been in business since 1972 and is licensed by the California State Contractors License Boards under license #366764. We have held this license in good standing since 1978. The license specializes in Class C61 ( Tree Service) as well as Class C27 ( Landscaping). We currently employ over 80 Certified Arborists and over 140 Certified Tree workers, as recognized by the Western Chapter of the International Society of Arboriculture. WCA is also registered with the Department of Industrial Relations DIR) for Public Works projects, our registration number is 1000000956. Should we be awarded this project, we shall use full-time, in- house employees; no subcontractors will be used. Federal ID: # 95- 3250682.

Our employees will operate from one of our seven California Offices: Stockton Office, 3625 E.

Stevenson Avenue, Stockton, CA 95205. For questions related to this proposal and who has the authority to negotiate/ present please contact Victor Gonzalez, V.P. Marketing, at (714) 991- 1900 or at [email protected]. Rob Thompson, Area Manager, will be assigned to this project should WCA be awarded a contract. He can be reached at (714) 240- 1645 or Patrick Mahoney,
President

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1 D9A29B

CITY OF LOS ALAMITOS

TREE MAINTENANCE SERVICES
ATTACHMENT ` 1'

BID SCHEDULE A

1. GRID OR ANNUAL TREE PRUNING:

Tree pruning per pre -designed districts, grids or prune routes on a set cycle to include all trees. Pruning will include structural pruning, crown raising, cleaning and light thinning in accordance withthe standards set forth by the International Society ofArboriculture Pruning Standards ( Best Management Practices) and the ANSI A300 Standards. Special projects that are difficult to assess, require the need for specialty equipment ( i. e., 95 -foot tower), service request pruning, or pruning to reduce and/or pruning to restore would fall under Crew Rental.

Small, Medium & Large Trees Per tree $ 84.00

2. FULL PRUNE BASED ON SERVICE OR SPECIAL REQUESTS:

Trees requiring service prior to their regularly scheduled grid or annual prune to rectify a specific problem such as blocked street lighting or signs, right-of-way clearance for utility lines, or broken limbs will be performed as a " Service Request." 0"- 6" dbh Per tree 44. 00
7"- 12" dbh Per tree 84. 00
13"- 18" dbh Per tree 84. 00
19"- 24" dbh Per tree 84.00
25"- 30" dbh Per tree 84.00
31" dbh & over Per tree 149. 00
Washingtonia Robusta Per tree 84. 00
Phoenix Canariensis Per tree 84. 00
Palm Tree Skinning Per tree 20. 00

3. CLEARANCE PRUNE:

Trees will be raised to a standard height established by the City for the purpose of creating adequate room for utility vehicles, paving equipment, pedestrian traffic, clearance for buildings and signs in accordance with standards set forth by the International Society of Arboriculture Pruning Standards ( Best Management Practices) and the ANSI A300 Standards under " Pruning to Raise." Clearance prunes are performed on a grid system or on a street -by -street basis.

Small, Medium & Large Trees Per tree $ 44. 00
Request For Proposal 2020- 01
Tree Maintenance Services 1010
City gfLos Alamitos
24 1 Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B

4. TREE & STUMP REMOVAL:

City prepares list oftrees to be removed, marks trees, notifies homeowners and submits lists to contractor. Contractor calls U. S. A. and prepares internal work order. Crew removes tree and hauls all debris. Crew grinds stumps to a depth of 18 inches. All holes will be backfilled; as well as all debris cleaned up and hauled away.

Tree and stump removal
Tree and stump removal over 30"
Tree removal only
Tree removal only over 30" dbh
Stump removal only
Per dbh inch 40. 00
Per dbh inch 50. 00
Per dbh inch 30. 00
Per dbh inch 40. 00
Per dbh inch 20.00

5. TREE PLANTING:

Planting includes the tree, root barrier ( when required by specifications), stakes, ties, and complete installation. Planting lists should be compiled by the Inspector and submitted monthly or as -needed. Contractor will guarantee the life of the tree for a period of ninety days 90), excluding vandalism and extreme weather conditions. 15 gallon tree with root barrier Per tree $ 120. 00
15 gallon tree without root barrier Per tree $ 149. 00
24 inch box tree with root barrier Per tree $ 254. 00
24 inch box tree without root barrier Per tree $ 274. 00

6. CREW RENTAL:

The standard crew is three ( 3) men, one chipper truck, one chipper, one aerial tower and all necessary hand tools. The crew and equipment can be modified to complete any type of miscellaneous tasks including special projects that may consist of extraordinary work such as hanging flags, changing light bulbs, or pruning specific trees requiring immediate attention prior to their scheduled prune.

Per Person/
Per hour $ 94. 00

7. EMERGENCY RESPONSE:

Contractor will respond to emergency calls on a 24- hour basis. Emergency work will begin on- site within ( 2) hours from the time of notification from the City. The crew will do what is necessary to render the hazardous tree or tree -related condition safe.

Per Person/

8. ON-LINE TREE INVENTORY:

Per hour $ 119. 00
Contractor will provide an on-line tree inventory database. The inventory shall be updated annually by the Contractor and a report generated and submitted to the Public Works Superintendent.

Request For Proposal 2020- 01
Tree Maintenance Services 2020
City of Los Alamitos
251Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1 D9A29B Lump Sum
Bid Schedule Total ( in words):

Two thousand thirty- five dollars and zero cents.
2, 035. 00)

0.00 The Contractor shall be responsible for calculating and providing unit prices for the schedule. The proposal schedule shall include all costs for services, labor, materials, equipment, and installation associated with completing the work in place per the plans, specifications and details.

For the purposes of
Schedule A shall be i
Company Name of Bidder)
West Coast Arborists, Inc.

Patrick Mahoney, President
responsible bidder, the Bid Schedule Total of
3/ 31/ 2020
Date)
Request For Proposal 1010- 01
Tree Maintenance Services 2020
Citv of Los Alamitos
261Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 8OD8- 9699E1D9A29B

NON -COLLUSION AFFIDAVIT
The undersigned declares:
1 am the President of West Coast Arborists, InC1he party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham.

The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element ofthe bid price, or ofthat of any other bidder. All statements contained in the bid are true.

The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 3/ 31/ 20 [ date], Anaheim [ city], CA [ state]. I
Printed
Request For Proposal 2020- 01
Tree Maintenance Services 2020
City ojLos Alamitos
421Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B The Contractor shall execute the following form as
Sections 1860 and 1861:

I am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance ofthe work of this contract.

DATE: 3/ 31/ 2020 West Coast A nsts, Inc.

Contractor)
By:

Signature) +
Patrick Mahoney, President
Title)
Atte
By:

Note: See Section 7 Responsibility ofthe Contrac
for insurance carrier rating requirements.

Request For Proposal 2020- 01
Tree Maintenance Services 2020
City ofLos Alamitos
431Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B TO BE COMPLETED UPON AWARD.

ENDORSEMENTS TO INSURANCE POLICY
Name of Insurance Company:

Policy Number:

Effective Date:

The following endorsements are hereby incorporated by reference into the attached Certificate of Insurance as though fully set forth thereon:

1. The naming of an additional insured as herein provided shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured, and

2. The additional insured named herein shall not be held liable for any premium or expense of any nature on this policy or any extensions thereof, and

3. The additional insured named herein shall not by reason of being so named be considered a member of any mutual insurance company for any purpose whatsoever, and

4. The provisions of the policy will not be changed, suspended, canceled or otherwise terminated as to the interest of the additional insured named herein without first giving such additional insured twenty ( 20) days' written notice.

5. Any other insurance held by the additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance, which is referred to by this certificate.

6. The company provided insurance for this certificate is a company licensed to do business in the State of California with a Best' s rating of A+ VIII or greater.

It is agreed that the City of Los Alamitos, its officers and emolovees are included as Additional Insurers under the contracts of insurance for which the Certificate of Insurance is given.

Authorized Insurance Agent
Date:

Request For Proposal 1020- 01
Tree Maintenance Semites 2020
Chy ofLos Alamitos
441Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899Ei D9A29B

STATEMENT REGARDING INSURANCE COVERAGE
REQUEST FOR PROPOSAL (RFP) 2020-01

TREE MAINTENANCE SERVICES

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
The undersigned representative of Bidder hereby certifies that he/ she has reviewed the insurance coverage requirements specified in 7- 3 LIABILITY INSURANCE of Section E, Standard Specifications. Should Bidder be awarded the contract for the work, the undersigned further certifies that Bidder can meet all of these specification requirements for insurance including insurance coverage of his/ her subcontractors.

NAME OF BIDDER: ftt!; cg0M ArbQfis ' Inc, ................

MAILING ADDRESS: 2200 E. Via BUQ.o.n
Anaheim; A 92806
i6 . ......................

I ..........

AUTHORIZEDSIGNATURE: .......................................................................................................

TITLE: Patrick Mahoney; President I.................

DATE: .. 3( 31f20MQ.

Request For Proposal 2020- 01
Tree Maintenance Services 2010
City ofLos Alamitos
451Page

DocuSign Envelope ID: F3B292B5- B6FF4ED2- 8OD8- 9899E1D9A29B

STATEMENT REGARDING CONTRACTOR' S LICENSING LAWS
REQUEST FOR PROPOSAL ( RFP) 2020- 01

TREE MAINTENANCE SERVICES

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
Business & Professions Code § 7028. 151
Public Contract Code § 20103. 5]
I, the undersigned, certify that I am aware ofthe following provisions of California law and that I, or the entity on whose behalfthis certification is given, hold a currently valid California contractor' s license as set forth below:

Business & Professions Code § 7028. 15:
a) It is a misdemeanor for any person to submit a bid to a public agency to engage in the business or act in the capacity of a contractor within this state without having a license therefore, except in any ofthe following cases:
1) The person is particularly exempted from this chapter. 2)The bid is submitted on a state project governed by Section 10164 ofthe Public Contract Code or on any local agency project governed by Section 20104 [ now § 20103. 5] of the Public Contract Code.
b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($ 4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both.

In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, " the price of the contract" for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed,
C) This section shall not apply to a joint venture license, as required by Section 7029. 1.

However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his/ her individual licenser. d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractors to render services within the scope of their respective practices. e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered nonresponsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one ofthe foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 70289 to 7028. 13, inclusive. Any contract awarded to, or any purchase order Issued to, as contractor who is not licensed pursuant to this chapter is void.

Request For Proposal 2020- 01
Tree Maintenance Sen ices 2020
City ofLos Alamitos
461Page

DocuSign Envelope ID: F3B292B5- B6FF- 4ED2- 80D8- 9899E1D9A29B f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient.

Public Contract Code § 20103. 5:

In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state.

However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractors' State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors' State License Board. The agency shall include a statement to that effect in the standard form of pre -qualification questionnaire and financial statement. Failure of the bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the contract and shall result in the forfeiture of the security of the bidder.

Contractors' License Number: 366764
License Expiration Date:

Authorized Signature:

Date:

Request For Proposal 1020- 01
Tree Maintenance Services 2020
City ojLos Alamitos
47IPage

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: May 15, 2023 ITEM NUMBER: 10E
To: Mayor Tanya Doby & Members of the City Council
Presented By: Ron Noda, Development Services Director
Subject: Approval of two (2) Open-Ended (Equity) Vehicle Lease Rate Agreements with Enterprise Fleet Management, Inc., via the Sourcewell Competitive Purchasing Program

SUMMARY
This item seeks approval of two (2) vehicle lease agreements with Enterprise Fleet Management Inc. (EFM), via the Sourcewell Competitive Purchasing Program (Contract #030122-EFM).

RECOMMENDATION
Authorize the City Manager to lease two (2) fleet vehicles pursuant to the Master Equity Lease Agreement with Enterprise Fleet Management (EFM) via the Sourcewell Competitive Purchasing Program for an estimated monthly lease of $1,768.00.

BACKGROUND
The City’s fleet is currently made up of vehicles assigned to the Administration Department, Development Services Department, Police Department, and the Recreation & Community Services Department. Most vehicles are assigned to a specific department but all vehicles, except pursuit-rated vehicles, are able to be driven by approved drivers. The City's fleet includes sedans, small SUVs, large SUVs, light duty trucks, heavy duty trucks, police-rated vehicles, and a large passenger van.

After three to five years of service, most vehicles experience a significant depreciation in value.

Currently, the majority of the City’s fleet includes vehicles that have been in service for 5 years or more. Excessive costs of maintenance due to the overall age and condition of the fleet, have significantly impacted the City’s Vehicle Replacement (Fund 50) and reduced the opportunities to timely replace vehicles and equipment.

At the November 18, 2019 City Council meeting, Council authorized staff to utilize leasing of vehicles for the City’s fleet by entering into the Master Equity Lease Agreement with Enterprise Fleet Management, Inc. (EFM) via the Sourcewell Competitive Purchasing Program (Contract #030122-EFM).

As opposed to purchasing a vehicle and allowing its full depreciation, a leasing program facilitates the cycling of vehicles approximately every three to five years. If the market yields a return greater than the vehicle's book value, the City can decide to sell the vehicle and capture the equity for use in the acquisition of future fleet assets. The City also has the option to keep

the vehicle and purchase it in full, should it desire to retain the vehicle.

Sourcewell Competitive Purchasing Program
Sourcewell, formerly known as the National Joint Power Alliance (NJPA), is a national cooperative purchasing agency that facilitates the procurement of goods. After 40 years of service, Sourcewell continues to offer contract purchasing solutions to all government agencies, public and private schools/colleges, tribal governments and nonprofit organizations.

Utilizing Sourcewell’s services does not incur any additional costs for the City. Supplemental services that the City may utilize at no additional cost include a review of quotes provided, which will ensure the figures presented accurately reflect the costs described in the awarded contract with Sourcewell.

Under Section 2.60.110 of the Los Alamitos Municipal Code (LAMC), the City’s purchasing ordinance allows the City to “piggy back” off another public agency or government entity, which has selected the vendor using competitive bidding procedures substantially the same as or similar to those normally utilized by the city for the acquisition of such materials, supplies, equipment, or services. If such a determination is made, the City Manager or City Council may proceed to purchase the materials, supplies, equipment or services at a price equivalent to that offered to the acquiring agency.

EFM is a privately held, full-service management firm, which has the ability to provide services to public and private businesses nationally. In 2022, EFM was selected through a competitive bid process to provide fleet management services (leasing, purchasing, maintenance, financing, etc.) by Sourcewell. As a member of Sourcewell, the City has the ability to utilize Sourcewell awarded contracts. The City’s Sourcewell Membership identification is ID#030122- EFM.

DISCUSSION
While the City’s commitment is to provide Los Alamitos with the highest level of service, this has also triggered a demand for more resources in efforts to meet and exceed these expectations. Additionally, the availability of dependable vehicles will increase staff efficiency and productivity. A benefit of leasing vehicles is the replacement of the vehicles every 3-5 years, ensuring that dependable vehicles are available to assist with accomplishing the goal of delivering quality service to the community.

The City currently leases nine vehicles from EFM. Staff seeks approval of the following two (2) vehicle leases.

Vehicle DescriptionVehicle Use
2023 Jeep CherokeePolice - Administrative Services
2023 Jeep CherokeeRecreation & Community Services
At the end of the individual lease term, the City will have the option to either purchase the vehicle or sell the vehicle and apply the proceeds (i.e., resale value minus balance of vehicle) as a down payment on the replacement vehicles.

Through EFM, there are no mileage restrictions, no abnormal wear and tear charges and no early termination penalties. Maintenance of the vehicles (not including tires) is also included in the lease. Additionally, the City can add and maintain ownership of any aftermarket equipment that has been installed in the vehicles (i.e., radios, safety lights and logos).

FISCAL IMPACT
The budget for Fiscal Year 2023-2024 will include funding for leasing of the two (2) proposed vehicles via Fund 50, Account No. 50-546-7191.

Attachment: 1. Vehicle Lease Quote - 2023 Cherokee Altitude

2. Vehicle Lease Quote - 2023 Cherokee Altitude

3. Enterprise Master Equity Lease Agreement (2019)

4. Enterprise Maintenance Agreement (2019)

5. Sourcewell Proposal Opening Record

6. Sourcewell - RFP for Fleet Management

7. Sourcewell/Enterprise Fleet Contract

Prepared For: City of Los Alamitos California Date 04/19/2023 Muller, Michelle AE/AM ZRJ/M7B
Unit #
Year 2023 Make Jeep Model Cherokee
Series Altitude Lux 4dr 4x4
Vehicle Order Type In-Stock Term 60 State CA Customer# 444960 $ 39,493.38 Capitalized Price of Vehicle1
$ 0.00 * Sales Tax 0.0000% State CA
$ 561.70 * Initial License Fee
$ 0.00 Registration Fee
$ 265.00 Other: (See Page 2)
$ 0.00 Capitalized Price Reduction
$ 0.00 Tax on Capitalized Price Reduction
$ 0.00 Gain Applied From Prior Unit
$ 0.00 * Tax on Gain On Prior
$ 0.00 * Security Deposit
$ 0.00 * Tax on Incentive ( Taxable Incentive Total : $0.00 ) 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 (0 P) Bright White Clearcoat
Interior Color (0 I) Black w/Premium Leather Trimmed Bucket Lic. Plate Type Exempt
GVWR 0
$ 39,758.38 Total Capitalized Amount (Delivered Price)
$ 536.74 Depreciation Reserve @ 1.3500%
$ 227.86 Monthly Lease Charge (Based on Interest Rate - Subject to a Floor) 2 $ 764.60 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 $ 48.67 Full Maintenance Program 3 Contract Miles 35,000 OverMileage Charge $ 0.0350 Per Mile Incl: # Brake Sets (1 set = 1 Axle) 0 # Tires 0 Loaner Vehicle Not Included $ 48.67 Additional Services SubTotal
$ 70.73 Sales Tax 9.2500% State CA
$ 884.00 Total Monthly Rental Including Additional Services $ 7,553.98 Reduced Book Value at 60 Months
$ 450.00 Service Charge Due at Lease Termination
Quote based on estimated annual mileage of 7,000
(Current market and vehicle conditions may also affect value of vehicle) (Quote is Subject to Customer's Credit Approval)
Notes
Enterprise FM Trust will be the owner of the vehicle covered by this Quote. Enterprise FM Trust (not Enterprise Fleet Management) will be the Lessor of such vehicle under the Master Open - End (Equity) Lease Agreement and shall have all rights and obligations of the Lessor under the Master Open - End (Equity) Lease Agreement with respect to such vehicle.

Lessee must maintain insurance coverage on the vehicle as set forth in Section 11 of the Master Open-End (Equity) Lease Agreement until the vehicle is sold.

ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR.

Lessee hereby authorizes this vehicle order, agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle. Lessee certifies that it intends that more than 50% of the use of the vehicle is to be in a trade or business of the Lessee.

LESSEE City of Los Alamitos California

BY TITLE DATE
* INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized Price of Vehicle May be Adjusted to Reflect Final Manufacturer's Invoice. Lessee Hereby Assigns to Lessor anyManufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee, Which Rebates And/Or Incentives Have Been UsedBy Lessor to Reduce the Capitalized Price of the Vehicle. 2 Monthly Lease Charge Will Be Adjusted to Reflect the Interest Rate on the Delivery Date (Subject to a Floor). 3 The inclusion herein of references to maintenance fees/services are solely for the administrative convenience of Lessee. Notwithstanding the inclusion of such references in this [Invoice/Schedule/Quote], all such maintenance services are to be performed by Enterprise Fleet Management, Inc., and all such maintenance fees are payable by Lessee solely for the account of Enterprise Fleet Management, Inc., pursuant to that certain separate [Maintenance Agreement] entered into by and between Lessee and Enterprise Fleet Management, Inc.; provided that such maintenance fees are being billed by Enterprise FM Trust, and are payable at the direction of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.

Open-End (Equity) Lease Rate Quote Quote No: 7171150
Printed On 04/19/2023 06:53:11 PM Page 223 of 344 Page 1 of 6 Other Totals
Description (B)illed or (C)apped Price
Initial Administration Fee C $ 140.00
Pricing Plan Delivery Charge C $ 125.00
Courtesy Delivery Fee C $ 0.00
Total Other Charges Billed $ 0.00
Total Other Charges Capitalized $ 265.00
Other Charges Total $ 265.00
Open-End (Equity) Lease Rate Quote Quote No: 7171150
Printed On 04/19/2023 06:53:11 PM Page 224 of 344 Page 2 of 6 VEHICLE INFORMATION:
2023 Jeep Cherokee Altitude Lux 4dr 4x4 - US
Series ID: KLJR74
Pricing Summary:

INVOICE MSRP
Base Vehicle $37,017 $37,695.00
Total Options $134.00 $0.00
Destination Charge $1,595.00 $1,595.00
Total Price
SELECTED COLOR:

Exterior: PW7-(0 P) Bright White Clearcoat
Interior: X9-(0 I) Black w/Premium Leather Trimmed Bucket Seats SELECTED OPTIONS:

CODE DESCRIPTION INVOICE MSRP
2BT Quick Order Package 2BT NC NC
APA Monotone Paint Application STD STD
DFA Dealer Floor Adjustment $134.00 $0.00
DFH Transmission: 9-Speed 948TE Automatic STD STD
DL Premium Leather Trimmed Bucket Seats STD STD
DME 3.734 Final Drive Ratio STD STD
EDE Engine: 2.4L I4 Zero Evap M-Air w/ESS STD STD
NAS 50 State Emissions NC NC
PW7_01 (0 P) Bright White Clearcoat NC NC
SDA Normal Duty Suspension STD STD
TRF Tires: 225/65R17 BSW All Season STD STD
UAQ Radio: Uconnect 4C Nav w/8.4" Display STD STD
WFG Wheels: 17" x 7.0" Gloss Black STD STD
X9_01 (0 I) Black w/Premium Leather Trimmed Bucket Seats NC NC Z1B GVWR: 5,500 lbs STD STD
$38,746.00 $39,290.00
Open-End (Equity) Lease Rate Quote Quote No: 7171150
Printed On 04/19/2023 06:53:11 PM Page 225 of 344 Page 3 of 6 CONFIGURED FEATURES:

Body Exterior Features:

Number Of Doors 4
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 with black rub strip Body Material: galvanized steel/aluminum/composite body material Roof Rack: rails only
Body Side Cladding: black bodyside cladding
Fender Flares: black fender flares
Grille: black w/chrome surround grille
Exhaust Tip: chrome tip exhaust
Convenience Features:

Air Conditioning automatic dual-zone front air conditioning Air Filter: air filter
Console Ducts: console ducts
Cruise Control: cruise control with steering wheel controls, Adaptive Cruise Control w/Stop & Go distance pacing 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
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 auxiliary driver and passenger-side visor mirrors Garage Door Opener: garage door transmitter
Emergency SOS: SiriusXM Guardian emergency communication system Navigation System: navigation system with voice activation Front Cupholder: front and rear cupholders
Floor Console: full floor console with covered box
Overhead Console: mini overhead console with storage
Glove Box: illuminated glove box
Driver Door Bin: driver and passenger door bins
Seatback Storage Pockets: 1 seatback storage pockets
Dashboard Storage: covered dashboard storage
Driver Footrest: driver's footrest
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 3 12V DC power outlets
AC Power Outlet: 1 120V AC power outlet
Entertainment Features:
radio SiriusXM AM/FM/HD/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
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
Printed On 04/19/2023 06:53:11 PM Page 226 of 344 Page 4 of 6 Lighting, Visibility and Instrumentation Features:

Headlamp Type delay-off projector beam LED low/high beam headlamps Auto-Dimming Headlights: auto high-beam headlights
Front Fog Lights: front fog lights
Cornering Lights: cornering lights
Front Wipers: variable intermittent rain detecting wipers wipers with heating wiper park Rear Window wiper: fixed interval rear window wiper
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 automated parking sensors Trip Computer: trip computer
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Blind Spot Sensor: blind spot
Forward Collision Alert: forward collision
Water Temp Gauge: water temp. gauge
Inclinometer: inclinometer
Altimeter: altimeter
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
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 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 and 2nd row overhead airbag Knee Airbag: knee airbag
Rear Side Airbag: rear side-impact-impact airbag
Printed On 04/19/2023 06:53:11 PM Page 227 of 344 Page 5 of 6 Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front seatbelts Seatbelt Pretensioners: front seatbelt pre-tensioners
3Point Rear Centre Seatbelt: 3 point rear centre seatbelt 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
Electronic Stability: electronic stability stability control with anti-roll Traction Control: Selec-Terrain ABS and driveline traction control Front and Rear Headrests: manual adjustable front head restraints AntiWhiplashFrontHeadrests: anti-whiplash 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
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 passenger seats Driver Lumbar: power 2-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 Front Centre Armrest Storage: front centre armrest
Rear Seat Type: rear manual reclining 60-40 split-bench seat Rear Folding Position: rear seat fold-forward seatback
Rear Seat Armrest: rear seat centre armrest
Leather Upholstery: leather 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 Shift Knob Trim: leather 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
Air Compressor: tire mobility kit
Standard Engine:

Engine 180-hp, 2.4-liter I-4 (regular gas)
Standard Transmission:

Transmission 9-speed automatic w/ OD and auto-manual
Printed On 04/19/2023 06:53:11 PM Page 228 of 344 Page 6 of 6 Prepared For: City of Los Alamitos California Date 04/18/2023 Muller, Michelle AE/AM ZRJ/M7B
Unit #
Year 2023 Make Jeep Model Cherokee
Series Altitude Lux 4dr 4x4
Vehicle Order Type In-Stock Term 60 State CA Customer# 444960 $ 39,493.38 Capitalized Price of Vehicle1
$ 0.00 * Sales Tax 0.0000% State CA
$ 561.70 * Initial License Fee
$ 0.00 Registration Fee
$ 265.00 Other: (See Page 2)
$ 0.00 Capitalized Price Reduction
$ 0.00 Tax on Capitalized Price Reduction
$ 0.00 Gain Applied From Prior Unit
$ 0.00 * Tax on Gain On Prior
$ 0.00 * Security Deposit
$ 0.00 * Tax on Incentive ( Taxable Incentive Total : $0.00 ) 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 (0 P) Bright White Clearcoat
Interior Color (0 I) Black w/Premium Leather Trimmed Bucket Lic. Plate Type Exempt
GVWR 0
$ 39,758.38 Total Capitalized Amount (Delivered Price)
$ 536.74 Depreciation Reserve @ 1.3500%
$ 227.86 Monthly Lease Charge (Based on Interest Rate - Subject to a Floor) 2 $ 764.60 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 $ 48.67 Full Maintenance Program 3 Contract Miles 35,000 OverMileage Charge $ 0.0350 Per Mile Incl: # Brake Sets (1 set = 1 Axle) 0 # Tires 0 Loaner Vehicle Not Included $ 48.67 Additional Services SubTotal
$ 70.73 Sales Tax 9.2500% State CA
$ 884.00 Total Monthly Rental Including Additional Services $ 7,553.98 Reduced Book Value at 60 Months
$ 450.00 Service Charge Due at Lease Termination
Quote based on estimated annual mileage of 7,000
(Current market and vehicle conditions may also affect value of vehicle) (Quote is Subject to Customer's Credit Approval)
Notes
Enterprise FM Trust will be the owner of the vehicle covered by this Quote. Enterprise FM Trust (not Enterprise Fleet Management) will be the Lessor of such vehicle under the Master Open - End (Equity) Lease Agreement and shall have all rights and obligations of the Lessor under the Master Open - End (Equity) Lease Agreement with respect to such vehicle.

Lessee must maintain insurance coverage on the vehicle as set forth in Section 11 of the Master Open-End (Equity) Lease Agreement until the vehicle is sold.

ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR.

Lessee hereby authorizes this vehicle order, agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle. Lessee certifies that it intends that more than 50% of the use of the vehicle is to be in a trade or business of the Lessee.

LESSEE City of Los Alamitos California

BY TITLE DATE
* INDICATES ITEMS TO BE BILLED ON DELIVERY.
1 Capitalized Price of Vehicle May be Adjusted to Reflect Final Manufacturer's Invoice. Lessee Hereby Assigns to Lessor anyManufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee, Which Rebates And/Or Incentives Have Been UsedBy Lessor to Reduce the Capitalized Price of the Vehicle. 2 Monthly Lease Charge Will Be Adjusted to Reflect the Interest Rate on the Delivery Date (Subject to a Floor). 3 The inclusion herein of references to maintenance fees/services are solely for the administrative convenience of Lessee. Notwithstanding the inclusion of such references in this [Invoice/Schedule/Quote], all such maintenance services are to be performed by Enterprise Fleet Management, Inc., and all such maintenance fees are payable by Lessee solely for the account of Enterprise Fleet Management, Inc., pursuant to that certain separate [Maintenance Agreement] entered into by and between Lessee and Enterprise Fleet Management, Inc.; provided that such maintenance fees are being billed by Enterprise FM Trust, and are payable at the direction of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.

Open-End (Equity) Lease Rate Quote Quote No: 7164504
Printed On 04/18/2023 12:54:19 PM Page 229 of 344 Page 1 of 6 Other Totals
Description (B)illed or (C)apped Price
Initial Administration Fee C $ 140.00
Pricing Plan Delivery Charge C $ 125.00
Courtesy Delivery Fee C $ 0.00
Total Other Charges Billed $ 0.00
Total Other Charges Capitalized $ 265.00
Other Charges Total $ 265.00
Open-End (Equity) Lease Rate Quote Quote No: 7164504
Printed On 04/18/2023 12:54:19 PM Page 230 of 344 Page 2 of 6 VEHICLE INFORMATION:
2023 Jeep Cherokee Altitude Lux 4dr 4x4 - US
Series ID: KLJR74
Pricing Summary:

INVOICE MSRP
Base Vehicle $37,017 $37,695.00
Total Options $134.00 $0.00
Destination Charge $1,595.00 $1,595.00
Total Price
SELECTED COLOR:

Exterior: PW7-(0 P) Bright White Clearcoat
Interior: X9-(0 I) Black w/Premium Leather Trimmed Bucket Seats SELECTED OPTIONS:

CODE DESCRIPTION INVOICE MSRP
2BT Quick Order Package 2BT NC NC
APA Monotone Paint Application STD STD
DFA Dealer Floor Adjustment $134.00 $0.00
DFH Transmission: 9-Speed 948TE Automatic STD STD
DL Premium Leather Trimmed Bucket Seats STD STD
DME 3.734 Final Drive Ratio STD STD
EDE Engine: 2.4L I4 Zero Evap M-Air w/ESS STD STD
NAS 50 State Emissions NC NC
PW7_01 (0 P) Bright White Clearcoat NC NC
SDA Normal Duty Suspension STD STD
TRF Tires: 225/65R17 BSW All Season STD STD
UAQ Radio: Uconnect 4C Nav w/8.4" Display STD STD
WFG Wheels: 17" x 7.0" Gloss Black STD STD
X9_01 (0 I) Black w/Premium Leather Trimmed Bucket Seats NC NC Z1B GVWR: 5,500 lbs STD STD
$38,746.00 $39,290.00
Open-End (Equity) Lease Rate Quote Quote No: 7164504
Printed On 04/18/2023 12:54:19 PM Page 231 of 344 Page 3 of 6 CONFIGURED FEATURES:

Body Exterior Features:

Number Of Doors 4
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 with black rub strip Body Material: galvanized steel/aluminum/composite body material Roof Rack: rails only
Body Side Cladding: black bodyside cladding
Fender Flares: black fender flares
Grille: black w/chrome surround grille
Exhaust Tip: chrome tip exhaust
Convenience Features:

Air Conditioning automatic dual-zone front air conditioning Air Filter: air filter
Console Ducts: console ducts
Cruise Control: cruise control with steering wheel controls, Adaptive Cruise Control w/Stop & Go distance pacing 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
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 auxiliary driver and passenger-side visor mirrors Garage Door Opener: garage door transmitter
Emergency SOS: SiriusXM Guardian emergency communication system Navigation System: navigation system with voice activation Front Cupholder: front and rear cupholders
Floor Console: full floor console with covered box
Overhead Console: mini overhead console with storage
Glove Box: illuminated glove box
Driver Door Bin: driver and passenger door bins
Seatback Storage Pockets: 1 seatback storage pockets
Dashboard Storage: covered dashboard storage
Driver Footrest: driver's footrest
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 3 12V DC power outlets
AC Power Outlet: 1 120V AC power outlet
Entertainment Features:
radio SiriusXM AM/FM/HD/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
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
Printed On 04/18/2023 12:54:19 PM Page 232 of 344 Page 4 of 6 Lighting, Visibility and Instrumentation Features:

Headlamp Type delay-off projector beam LED low/high beam headlamps Auto-Dimming Headlights: auto high-beam headlights
Front Fog Lights: front fog lights
Cornering Lights: cornering lights
Front Wipers: variable intermittent rain detecting wipers wipers with heating wiper park Rear Window wiper: fixed interval rear window wiper
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 automated parking sensors Trip Computer: trip computer
Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Blind Spot Sensor: blind spot
Forward Collision Alert: forward collision
Water Temp Gauge: water temp. gauge
Inclinometer: inclinometer
Altimeter: altimeter
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
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 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 and 2nd row overhead airbag Knee Airbag: knee airbag
Rear Side Airbag: rear side-impact-impact airbag
Printed On 04/18/2023 12:54:19 PM Page 233 of 344 Page 5 of 6 Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front seatbelts Seatbelt Pretensioners: front seatbelt pre-tensioners
3Point Rear Centre Seatbelt: 3 point rear centre seatbelt 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
Electronic Stability: electronic stability stability control with anti-roll Traction Control: Selec-Terrain ABS and driveline traction control Front and Rear Headrests: manual adjustable front head restraints AntiWhiplashFrontHeadrests: anti-whiplash 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
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 passenger seats Driver Lumbar: power 2-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 Front Centre Armrest Storage: front centre armrest
Rear Seat Type: rear manual reclining 60-40 split-bench seat Rear Folding Position: rear seat fold-forward seatback
Rear Seat Armrest: rear seat centre armrest
Leather Upholstery: leather 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 Shift Knob Trim: leather 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
Air Compressor: tire mobility kit
Standard Engine:

Engine 180-hp, 2.4-liter I-4 (regular gas)
Standard Transmission:

Transmission 9-speed automatic w/ OD and auto-manual
Printed On 04/18/2023 12:54:19 PM Page 234 of 344 Page 6 of 6 enterprise

FLEET MANAGEMENT

MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this 1' day of NONCYVIbeg, 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"). t , Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles( individually, a" Vehicle" and collectively, the Vehicles") described in the schedules from time to time delivered by Lessor to Lessee as set forth below(" Schedule( s)") for the rentals and on the terms set forth in this Agreement and in the applicable Schedule. References to this" Agreement" shall include this Master Equity Lease Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will include, among other things, a description of the Vehicle, the lease term and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten( 10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof( together with any subservicer, agent, successor or assign as servicer on behalf of Lessor," Servicer") may administer this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor.

The term of this Agreement(" Term") for each Vehicle begins on the date such Vehicle is delivered to Lessee( the" Delivery Date") and, unless terminated earlier in accordance with the terms of this Agreement, continues for the" Lease Term" as described in the applicable Schedule. 3 RENT AND OTHER CHARGES:
a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will be in the amount listed as the" Total Monthly Rental Including Additional Services" on the applicable Schedule( with any portion of such amount identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.) and will be due and payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the first day of a month, monthly rental payments will begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to pay Lessor a pro- rated rental charge for the number of days that the Delivery Date precedes the first monthly rental payment date. A portion of each monthly rental payment, being the amount designated as" Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3( c). Lessee agrees to pay Lessor the" Total Initial Charges" set forth in each Schedule on the due date of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the" Service Charge Due at Lease Termination" set forth in each Schedule at the end of the applicable Term( whether by reason of expiration, early termination or otherwise). b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the adjusted amount will be payable by Lessee to Lessor on the termination date.
c) Lessee agrees to pay Lessor within thirty( 30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the Book Value of such Vehicle over the greater of( i) the wholesale value of such Vehicle as determined by Lessor in good faith or( ii) except as provided below, twenty percent 20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of( i) the wholesale value of such Vehicle as determined by Lessor in good faith or( ii) except as provided below, twenty percent( 20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty( 30) days after the end of the applicable Term. Notwithstanding the foregoing, if( i) the Term for a Vehicle is greater than forty- eight( 48) months( including any extension of the Term for such Vehicle),( ii) the mileage on a Vehicle at the end of the Term is greater than 15, 000 miles per year on average( prorated on a daily basis) ( i. e., if the mileage on a Vehicle with a Term of thirty- six( 36) months is greater than 45, 000 miles) or( iii) in the sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two immediately preceding sentences shall be made without giving effect to clause( ii) in each such sentence. The" Book Value" of a Vehicle means the sum of( i) the" Delivered Price" of the Vehicle as set forth in the applicable Schedule minus( ii) the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus( iii) all accrued and unpaid rent and/ or other amounts owed by Lessee with respect to such Vehicle.
d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any losses and/ or damages suffered by Lessor as a result of Lessee' s breach of or default under this Agreement and/ or to any other amounts then owed by Lessee to Lessor. e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty( 20) days after its due date will accrue interest, payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of( i) Eighteen Percent( 18%) per annum or( ii) the highest rate permitted by applicable law( the" Default Rate").
f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor, Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate.

Initials: EFM Custome ` l

g) Lessee' s obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments shall be made in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the cause or consequence nor any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under this Agreement, including, without limitation, the payment of rent and other amounts under this Agreement.
4 USE AND SURRENDER OF VEHICLES Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed the manufacturer' s trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a" school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first obtaining Lessor' s written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro-rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee' s failure to return any Vehicle as required hereunder. 5 COSTS EXPENSES. FEES AMP CHARCF q Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes( other than federal and state income taxes on the income of Lessor) incurred in connection with the titling, registration, delivery, purchase, sale, rental, use or operation of the Vehicles during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor for the same. 6 LICENSE AND CHARGES Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee' s expense. Certain other charges relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade- in, exchange allowance or other credit attributable to any Lessor-owned vehicle.

Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates, permits, inspections and/ or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee' s expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling and/ or registration laws of such other state.

MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES
a) Lessee agrees, at its expense, to( i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all manufacturer' s instructions and warranty requirements and all legal requirements and( ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or improvements to a Vehicle will become and remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in no instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repairs or replacements of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in connection with any Vehicle or this Agreement. b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, ( i) the Vehicle( s) covered by such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and( ii) Lessor shall have no liability or responsibility for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle( s).

9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES
a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A SIZE, DESIGN,

CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEE' S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE.
b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE, INCLUDING, WITHOUT

LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED" AS IS,"" WITH ALL FAULTS." All warranties made by any supplier, vendor and/ or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee' s only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle.
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c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability. claim, loss, damage( direct, incidental or consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect( latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee. 10 RISK OF l OSS Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause whatsoever Casualty Occurrence"). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working order; provided, however, that if the applicable Vehicle is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair( a" Totaled Vehicle"), Lessee agrees to pay Lessor no later than the date thirty( 30) days after the date of the Casualty Occurrence the amounts owed under Sections 3( b) and 3( c) with respect to such Totaled Vehicle. Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle.
11 INSURANCE:
a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each Vehicle, to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated by Lessor against any damage, claim, suit, action or liability:
i) Commercial Automobile Liability Insurance( including Uninsured/ Underinsured Motorist Coverage and No- Fault Protection where required by law) for the limits listed below ( Note-$ 2, 000, 000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for each Vehicle capable of transporting more than 8 passengers):

State of Vehicle Registration Coverage
Connecticut, Massachusetts, Maine, New Hampshire, New Jersey, $ 1, 000, 000 Combined Single Limit Bodily Injury and Property Damage New York, Pennsylvania, Rhode Island, and Vermont - No Deductible Florida $ 500,000 Combined Single Limit Bodily Injury and Property Damage or$ 100,000 Bodily Injury Per Person, $ 300,000 Per Occurrence and 50, 000 Property Damage ( 100/ 300/ 50)- No Deductible
All Other States $ 300, 000 Combined Single Limit Bodily Injury and Property Damage or$ 100,000 Bodily Injury Per Person, $ 300, 000 Per Occurrence and 50, 000 Property Damage( 100/ 300/ 50)- No Deductible
ii) Physical Damage Insurance( Collision& Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductible of$ 500 per occurrenceCollision and$ 250 per occurrence- Comprehensive).

If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other person or entity designated by Lessor as additional insureds and loss payees, as their respective interests may appear. Further, each such insurance policy must provide the following:( i) that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other person or entity designated by Lessor at least thirty( 30) days prior written notice of such proposed cancellation, change or modification,( ii) that no act or default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and( iii) that the coverage is" primary coverage" for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks. Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor as additional insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter and/ or as reasonably requested by Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee' s attorney- in- fact to receive payment of, to endorse all checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so. Any expense of Lessor, Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee.

Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action. b) Notwithstanding the provisions of Section 11( a) above:( i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor agrees that A) Lessee will not be required to obtain or maintain the minimum physical damage insurance( collision and comprehensive) required under Section 11( a) for the Vehicle( s) covered by such Schedule and( B) Lessor will assume the risk of physical damage( collision and comprehensive) to the Vehicle( s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts, accessories or components added to a covered Vehicle by Initials: EFM Customer

Lessee without the prior written consent of Lessor and/ or damage to or loss of any property and/ or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may, at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the" Vehicle" for purposes of this Agreement; and( ii) if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment, Lessor agrees that it will, at its expense, obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance required under Section 11( a) for the Vehicle( s) covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation to provide physical damage waiver and/ or commercial automobile liability enrollment and cancel such physical damage waiver and/ or commercial automobile liability enrollment upon giving Lessee at least ten( 10) days prior written notice. Upon such cancellation, insurance in the minimum amounts as set forth in 11( a) shall be obtained and maintained by Lessee at Lessee' s expense. An adjustment will be made in monthly rental charges payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten( 10) days after mailing of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11( b) for physical damage waiver and/ or commercial automobile liability enrollment upon giving Lessee at least thirty( 30) days prior written notice. 12 INDEMNITY: 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.
13 INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS Lessee agrees to accomplish, at its expense, all inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their respective successors or assigns will have the right to inspect any Vehicle at any reasonable time( s) during the Term and for this purpose to enter into or upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure to complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request.
1- 1 DErtt.IIt T REMEDIES The following shall constitute events of default(" Events of Default") by Lessee under this Agreement: ( a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten ( 10) days;( b) if Lessee fails to perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement;( c) if Lessee fails to perform, keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty( 30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; ( d) any seizure or confiscation of any Vehicle or any other act( other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use( as determined by Lessor);( e) if any present or future guaranty in favor of Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; ( f) the occurrence of a material adverse change in the financial condition or business of Lessee or any guarantor; or( g) if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, The Crawford Group, Inc. or any direct or indirect subsidiary of The Crawford Group, Inc.. For purposes of this Section 14, the term" guarantor" shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.

Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately( and without any election of remedies being deemed made), the following remedies:( a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default( or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor' s independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles;( b) Lessor may enforce performance by Lessee of its obligations under this Agreement; ( c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee' s default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor' s rights under this Agreement( whether or not litigation is commenced) and/ or in connection with bankruptcy or insolvency proceedings;( d) upon written notice to Lessee, Lessor may terminate Lessee' s rights under this Agreement;( e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3( b) and 3( c) of this Agreement( and, if Lessor does not recover possession of a Vehicle,( i) the estimated wholesale value of such Vehicle for purposes of Section 3( c) shall be deemed to be$ 0. 00 and( 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.

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 bject and subordinate' all respects to any assignment, pledge or transfer now or hereafter executed by Lessor with or in favor of any such Initials: EFM '(
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Custom

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 MISCEl tANFOUS. This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy, which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Giving of all notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address will be effective one( 1) day after deposit in the United States mail, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee' s address. This Agreement may be executed in multiple counterparts( including facsimile and pdf counterparts), but the counterpart marked" ORIGINAL" by Lessor will be the original lease for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement( if more than one) are joint and several. 17 SIICCFSSORS AND ASSIGNS, GOVERNING t AW 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).

Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 18 shall survive termination of this Master Equity Lease Agreement.

IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written City of •• Alamitos California
LESSEE: LESSOR: Enterprise FM Trust
By: Enterprise Fleet t• : ent, Inc. its : orney in fact Signatur: .

Signature: 4/
v'
By: Les Johnson
By:

Ri hard Murre
Title: Interim City Manager
3191 Katella Avenue
Title.

Regional Sales Manager
Address:

Los Alamitos, CA 90720 Address:
1400 N. Kellogg Drive, Suite G
Anaheim, CA 92807
Date Signed: ‘ 13' C i' ' g.. (P , 0-019
Date Signed: 7 (4________(
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Initials: EFM Customers
201% Ee Ea' p,, se deet Management. Inc. H0e945_ Mesle,£ gaily Lease agreement. Enlerpnse FM Trust

enterprise

FLEET MANAGEMENT

SELF- INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT Physical Damage Only)
December
a
This Addendum is made to the Master Equity Lease Agreement dated 16 day of
2 1
as amended( the" Agreement"),
by and between Enterprise FM Trust, a Delaware statutory trust(" Lessor"), and the lessee whose name is set forth on the signature line below(" Lessee").

This Addendum is attached to and made a part of the Agreement( including each Schedule to the Agreement). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

Notwithstanding the provisions of Section 11 of the Agreement, Lessee shall be permitted to assume and self- insure the risks covered by the Physical Damage insurance policy set forth in Section 11 of the Agreement and shall not be required to purchase or maintain any Physical Damage insurance policy of any kind with respect to any Vehicle; provided, however, that if any Federal, state, local or other law, statute, rule, regulation or ordinance requires Lessee to maintain any amount of Physical Damage insurance with respect to any Vehicle, Lessee shall purchase and maintain such amount of Physical Damage insurance in the form of a Physical Damage insurance policy which complies in all respects, other than the amount of Physical Damage insurance required, with Section 11 of the Agreement.

Notwithstanding the foregoing, if ( 1) Lessor, at any time in its good faith judgment, is not satisfied with the condition, prospects or performances, financial or otherwise, of Lessee or( 2) any default or event of default occurs under the Agreement, than Lessor may, at its option, revoke this Addendum and terminate Lessee' s right to self- insure by providing Lessee with at least thirty( 30) days prior written notice thereof. Upon the termination of Lessee' s right to self- insure, Lessee shall comply in all respects with Section 11 of the Agreement.

Except as amended hereby, all the terms and provisions of the Agreement shall remain in full force and effect. In the event of any conflict between this Addendum and the Agreement or any of the Schedules, the terms and provisions of this Addendum will govern and control.

LESSEE: City of
1 ,,
lamitos California
LESSOR: Enterprise FM Trust
By: Enterprise FI an ement, Inc. its. o ney in fact
By:

Johnson
Title: Interim City Manager By:

Richard Murrell
Title:

Regional Manager
Date signed:

December 16 2019
C
Date Signed: Z. // b
0 2017 Enterprise Fleet Management, Inc. 102096_ Selt- Insurance Addendum( Equity. Physical Damage)

nterprise

FLEET MANAGEMENT

MAINTENANCE AGREEMENT
This Maintenance Agreement( this" Agreement") is made and entered into this 16th day of December, 2019 by Enterprise Fleet Management, Inc., a Missouri corporation(" EFM"), and City of Los Alamtios Lessee").

WITNESSETH

1. LEASE. Reference is hereby made to that certain Master Lease Agreement dated as of the 16th day of December, 2o s by and between Enterprise FM Trust, a Delaware statutory trust, as lessor(" Lessor"), and Lessee, as lessee( as the same may from time to time be amended, modified, extended, renewed, supplemented or restated, the" Lease"). All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Lease.

2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4 of the Schedule for such vehicle includes a charge for maintenance( the" Covered Vehicle( s)").

3. TERM AND TERMINATION. The term of this Agreement(" Term") for each Covered Vehicle shall begin on the Delivery Date of such Covered Vehicle and shall continue until the last day of the" Term"( as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth below. Each of EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to any or all of the Covered Vehicles upon not less than sixty( 60) days prior written notice to the other party. The termination of this Agreement with respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this Agreement.

4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions of this Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair of a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for,( a) fuel,( b) oil and other fluids between changes,( c) tire repair and replacement,( d) washing,( e) repair of damage due to lack of maintenance by Lessee between scheduled services( including, without limitation, failure to maintain fluid levels),( f) maintenance or repair of any alterations to a Covered Vehicle or of any after-market components( this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory- installed components and does not cover maintenance or repair of chassis alterations, add- on bodies including, without limitation, step vans) or other equipment( including, without limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the Covered Vehicle,( g) any service and/ or damage resulting from, related to or arising out of an accident, a collision, theft, fire, freezing, vandalism, riot, explosion, other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle including, without limitation, driving over curbs, overloading, racing or other competition) or Lessee' s failure to maintain the Covered Vehicle as required by the Lease,( h) roadside assistance or towing for vehicle maintenance purposes,( i) mobile services,( j) the cost of loaner or rental vehicles or( k) if the Covered Vehicle is a truck,( i) manual transmission clutch adjustment or replacement,( ii) brake adjustment or replacement or( iii) front axle alignment. Whenever it is necessary to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility acceptable to EFM. In every case, if the cost of such service will exceed$ 50. 00, Lessee must notify EFM and obtain EFM' s authorization for such service and EFM' s instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order( odometer mileage must be shown on each shop or service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding$ 50. 00 for one service on any Covered Vehicle unless Lessee has complied with the above terms and conditions.

EFM will not have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless otherwise agreed to by EFM.

Notwithstanding any other provision of this Agreement to the contrary,( a) all service performed within one hundred twenty( 120) days prior to the last day of the scheduled" Term"( as defined in the Lease) for the applicable Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of and be paid for by Lessee and( b) EFM is not required to provide or pay for any service to any Covered Vehicle after 100, 000 miles.

5. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card( the" EFM Card") for use in authorizing the payment of charges incurred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or other statement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card( other than any charges which are the responsibility of EFM under the terms of this Agreement). EFM reserves the right to change the terms and conditions for the use of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee' s right to possess or use the EFM Card at any time. Upon the termination of this Agreement or upon the demand of EFM, Lessee must return the EFM Card to EFM. The EFM Card is non- transferable.

6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance on the first day of each month. If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, Lessee will pay EFM, on the first day of the Term for such Covered Vehicle, a pro- rated maintenance fee for the number of days that the Delivery Date precedes the first monthly maintenance fee payment date. Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within twenty( 20) days after its due date will accrue interest, payable upon demand of EFM, from the date due until paid in full at a rate per annum equal to the lesser of( i) Eighteen Percent( 18%) per annum or( ii) the highest rate ' eednby ap licable I The monthly maintenance fee set forth on each applicable Schedule allows the number of miles per month as set forth VI/ Initials: EFM lessee

in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term( whether by reason of termination of this Agreement or otherwise) an overmileage maintenance fee for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule. EFM may, at its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to EFM under this Agreement from Lessee on behalf of EFM.

7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for maintenance and/ or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY

KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES,

INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR

OR SERVICE WILL NOT RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.

8. LESSOR NOT A PARTY. Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement.

9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile, recognized overnight courier or registered or certified mail, return receipt requested and postage prepaid, to the applicable party at its address or facsimile number set forth on the signature page of this Agreement, or at such other address or facsimile number as any party hereto may designate as its address or facsimile number for communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered or sent if delivered in person or sent by facsimile, on the first( 1st) business day after the day on which sent, if sent by recognized overnight courier or on the third( 3rd) business day after the day on which mailed, if sent by registered or certified mail.

10. M ` CEL. LANEDiIS This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This Agreement may be amended only by an agreement in writing signed by EFM and Lessee. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Lessee may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri without reference to conflict of law principles).

IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written.

City of L• A lamitos California
LESSEE: EFM: Enterprise Fleet Ma.! ment, Inc.

Signature: . Signature:
ilr,
By: Les Johnson B :
a
ichard Murrell
Y
Interim cit Mana er
Regional Sales Manager
Title: Y g Title:
3191 Katella Avenue 1400 N. Kellogg Drive, Suite G Address: Address:

Los Alamitos, CA 90720 Anaheim, CA 92807
Attention: City Clerk' s Office Attention:

Fax#: 562) 493- 1255
Fax#:

Date Signed: 12/ 16/ 2019 , Date Signed: 2-2
fIc ,
Initials: EFM"' Lessee‘ V9 11
2019 Enterprise Fleet Management, Inc. H02213. MamtAgree Eamty

titerprise FLEET Open- End ( Equity) Lease Rate Quote Quote No: 4492077

MANAGEMENT
Prepared For. City of Los Alamitos California Date 12/02/ 2019

AE/ AM ZRJ
Unit#
Year 2020 Make Ford Model Transit-350 Passenger
Series XL Rear- wheel Drive High Roof HD Ext. Van 148 in. WB DRW Vehicle Order Type Ordered Term 60 State CA Customer# 444960 38, 517. 00 Capitalized Price of Vehiclef
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
638. 02 Initial License Fee

0. 00 Registration Fee Order Information
325. 00 Other:( See Page 2) Driver Name

0. 00 Capitalized Price Reduction Exterior Color ( 0 P) Oxford White

0. 00 Tax on Capitalized Price Reduction Interior Color ( 0 I) Ebony w/Cloth Front Bucket Seats

0. 00 Gain Applied From Prior Unit Lic. Plate Type Unknown

0. 00 Tax on Gain On Prior GVWR 0

0. 00 Security Deposit

0. 00 Tax on Incentive( Taxable Incentive Total:$ 0. 00) 38, 842. 00 Total Capitalized Amount( Delivered Price)
524. 37 Depreciation Reserve f 1. 3500%
146. 18 Monthly Lease Charge( Based on Interest Rate- Subject to a Floor) 2 670.55 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

32. 29 Full Maintenance Programa Contract Miles 35, 000 OverMileage Charge $ 0. 0350 Per Mile Incl:# Brake Sets( 1 set= 1 Axle) 0 Tires 0 Loaner Vehicle Not Included

32. 29 Additional Services SubTotal

51. 97 Sales Tax 7. 7500% State CA
754. 81 Total Monthly Rental Including Additional Services 7, 379. 80 Reduced Book Value at 60 Months
400. 00 Service Charge Due at Lease Termination
Quote based on estimated annual mileage of 7,000
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.

ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR.

Lessee hereby authorizes this vehicle order, agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement and agrees that Lessor shall - ve the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle.

Lessee certifies that i nt: nds that more than 50% of the use of the vehicle is to be in a trade or business of the Lessee.

LESS• Ci of . s Alamitos California
BY „,„ t/, TITLE I - us , ___, L'Iii
DATE Lc, I
INDICATE TEMS TO BE BILLED ON DELIVERY.
1 Capra =. Price of Vehicle May be Adjusted to Reflect Final Manufacturer' s Invoice. 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. 2 Monthly Lease Charge Will Be Adjusted to Reflect the Interest Rate on the Delivery Date( Subject to a Floor). 3 The inclusion herein of references to maintenance fees/ services are solely for the administrative convenience of Lessee. Notwithstanding the inclusion of such references in this( Invoice/ Schedule/ Quote], all such maintenance services are to be performed by Enterprise Fleet Management, Inc., and all such maintenance fees are payable by Lessee solely for the account of Enterprise Fleet Management, Inc., pursuant to that certain separate[ Maintenance Agreement] entered into by and between Lessee and Enterprise Fleet Management, Inc.: provided that such maintenance fees are being billed by Enterprise FM Trust, and are payable at the direction of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.

Printed On 12/ 02/ 2019 11: 11 AM Page 1 of 5

nterprise I
FLEET Open- End ( Equity) Lease Rate Quote Quote No: 4492077

MANAGEMENT
Other Totals
Description B)illed or( C)apped Price
Pricing Plan Delivery Charge C 125. 00
Courtesy Delivery Fee C 200. 00
Total Other Charges Billed 0. 00
Total Other Charges Capitalized 325. 00
Other Charges Total 325. 00
Printed On 12/ 02/ 2019 11: 11 AM Page 2 of 5

terprise I MANEAGEMENT
Open- End ( Equity) Lease R Ste Q th Quote No: 4492077
VEHICLE INFORMATION:
2020 Ford Transit- 350 Passenger XL Rear- wheel Drive High Roof HD Ext. Van 148 in. WB DRW- US Series ID: U4X
Pricing Summary:

INVOICE MSRP
Base Vehicle 42, 902. 00 45, 160. 00
Total Options 220. 00 240. 00
Destination Charge 1, 495. 00 1, 495. 00
Total Price 44, 617. 00 46, 895. 00
SELECTED COLOR:

Exterior: YZ-( 0 P) Oxford White
Interior: CB-( 0 I) Ebony w/Cloth Front Bucket Seats
SELECTED OPTIONS:

CODE DESCRIPTION INVOICE MSRP
148WB 148" Wheelbase STD STD
21M Ebony Cloth Bucket Seats Included Included
301A Order Code 301A NC NC
425 50- State Emissions System STD STD
43B Back Up Alarm 114. 00 125. 00
43R Reverse Sensing System 269. 00 295. 00
44U Transmission: 10- Spd Automatic w/OD& SelectShift Included Included 545 Short- Arm Manual- Folding Heated Pwr Adjusting Mirrors 146. 00 160. 00 55D Front Fog Lamps Included Included
58U Radio: AM/ FM Stereo Included Included
91 M 8 Speakers( 4 Front/ 4 Rear) Included Included
96T 14- Passenger Seats 309. 00 340. 00
998 Engine: 3. 5L PFDi V6 Flex- Fuel Included Included
C Cloth Front Bucket Seats Included Included
CB_ 02 ( 0 I) Ebony w/ Cloth Front Bucket Seats NC NC
PAINT Monotone Paint Application STD STD
STDGV GVWR: 10, 360 lbs Included Included
STDTR Tires: 195/ 75R16C 107/ 105 R AS BSW Included Included STDWL Wheels: 16" Heavy Duty Silver Steel Included Included X41 4. 10 Axle Ratio( DISC) NC NC
YZ_ 01 0 P) Oxford White NC NC
Printed On 12/ 02/ 2019 11: 11 AM Page 3 of 5

CONFIGURED FEATURES:

Body Exterior Features:

Number Of Doors 3
Rear Cargo Door Type: split swing- out
Driver And Passenger Mirror: power remote heated manual folding side- view door mirrors with turn signal indicator Convex Driver Mirror: convex driver and passenger mirror Door Handles: black
Front And Rear Bumpers: black front and rear bumpers
Body Material: fully galvanized steel body material
Body Side Cladding: black bodyside cladding
Grille: black grille
Convenience Features:

Air Conditioning manual air conditioning
Rear Air Conditioning: rear air conditioning
Power Windows: power windows with driver 1- touch down
1/ 4 Vent Rear Windows: fixed 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
Steering Wheel: steering wheel with manual tilting, manual telescoping Day- Night Rearview Mirror: day- night rearview mirror
Emergency SOS: emergency communication system
Front Cupholder: front and rear cupholders
Floor Console: partial floor console with box
Overhead Console: full overhead console with storage
Glove Box: locking glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
IP Storage: bin instrument- panel storage
Driver Footrest: driver' s footrest
Power Accessory Outlet: 2 12V DC power outlets
Entertainment Features:
radio AM/ FM stereo with seek- scan
Steering Wheel Radio Controls: steering- wheel mounted audio controls Speakers: 24 speakers
Internet Access: FordPass Connect 4G LTE WiFi internet access 1st Row LCD: 1 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: fixed antenna
Lighting, Visibility and Instrumentation Features:

Headlamp Type aero- composite halogen headlamps
Auto- Dimming Headlights: Ford Co- Pilot360- Auto High Beam auto high- beam headlights Front Fog Lights: front fog lights
Cab Clearance Lights: cab clearance lights
Front Wipers: variable intermittent rain detecting wipers wipers Tinted Windows: light- tinted windows
Dome Light: dome light with fade
Front Reading Lights: front reading lights
Variable IP Lighting: variable instrument panel lighting Display Type: analog display
Tachometer: tachometer
Low Tire Pressure Waming: low-tire- pressure warning
Park Distance Control: Reverse Sensing System rear parking sensors Trip Odometer: trip odometer
Lane Departure Warning: lane departure
Forward Collision Alert: forward collision
Water Temp Gauge: water temp. gauge
Clock: in- radio display clock
Rear Vision Camera: rear vision camera
Oil Pressure Warning: oil- pressure warning
Printed On 12/ 02/ 2019 11: 11 AM Page 4 of 5

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
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
Spare Tire Type: full- size 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: Safety Canopy System curtain 1st, 2nd and 3rd row overhead airbag Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front seatbelts Seatbelt Pretensioners: front seatbelt pre-tensioners
Side Impact Bars: side-impact bars
Tailgate/ Rear Door Lock Type: tailgate/ rear door lock included with power door locks Ignition Disable: SecuriLock immobilizer
Panic Alarm: panic alarm
Electronic Stability: Ford Co- Pilot360 w/Side Wind Stabilization electronic stability stability control with anti- roll Traction Control: ABS and driveline traction control
Front and Rear Headrests: manual adjustable front head restraints Rear Headrest Control: 2 rear head restraints
3rd Row Headrests: 3 manual adjustable third row head restraints 4th Row Headrest: manual adjustable fourth row head restraints Number of 4th Row Headrests: 3 fourth row head restraints Seats And Trim:

Seating Capacity max. seating capacity of 14
Front Bucket Seats: front bucket seats
Number of Driver Seat Adjustments: 4- way driver and passenger seat adjustments Reclining Driver Seat: manual reclining driver and passenger seats Driver Lumbar: manual driver and passenger lumbar support Driver Seat Mounted Armrest: driver and passenger seat mounted armrests Driver Fore/ Aft: manual driver and passenger fore/ aft adjustment Removeable Rear Seats: removeable rear seat
Rear Seat Type: rear bench seat
3rd Row Seat Type: removable third row split- bench seat Reclining 4th Row Seat: split- bench fourth row seat
Leather Upholstery: cloth front and rear seat upholstery Headliner Material: full cloth headliner
Floor Covering: full vinyl/ rubber 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
Cargo Space Trim: vinyl/ rubber cargo space
Trunk Lid: plastic trunk lid/rear cargo door
Cargo Tie Downs: cargo tie- downs
Cargo Light: cargo light
Standard Engine:

Engine 275- hp, 3. 5- liter V- 6( regular gas)
Standard Transmission:

Transmission 10- speed automatic w/ OD and PowerShift automatic Printed On 12/02/2019 11: 11 AM

nterprise
FLEET Open- End ( Equity) Lease Rate Quote Quote No: 4498200

MANAGEMENT
Prepared For. City of Los Alamitos California Date 12/ 05/ 2019

AE/ AM ZRJ
Unit#
Year 2020 Make Ford Model F- 150
Series XL 4x2 SuperCrew Cab Styleside 5. 5 ft. box 145 in. WB Vehicle Order Type Ordered Term 60 State CA Customer# 444960 26, 090. 00 Capitalized Price of Vehicles
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
534. 15 * Initial License Fee

0. 00 Registration Fee Order Information
325. 00 Other:( See Page 2) Driver Name

0. 00 Capitalized Price Reduction Exterior Color ( 0 P) Oxford White

0.00 Tax on Capitalized Price Reduction Interior Color ( 0 I) Dark Earth Gray w/Cloth 40/ 20/40 Front

0. 00 Gain Applied From Prior Unit Lic. Plate Type Unknown

0. 00 * Tax on Gain On Prior GVWR 0

0. 00 Security Deposit

0. 00 * Tax on Incentive( Taxable Incentive Total:$ 0. 00) 26, 415. 00 Total Capitalized Amount( Delivered Price)
356. 60 Depreciation Reserve © 1. 3500%
106. 34 Monthly Lease Charge( Based on Interest Rate- Subject to a Floor) 2 462. 94 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

32. 50 Full Maintenance Programa Contract Miles 35, 000 OverMileage Charge $ 0. 0350 Per Mile Inc!:# Brake Sets( 1 set= 1 Axle) 0 Tires 0
Loaner Vehicle Not Included

32. 50 Additional Services SubTotal

35. 88 Sales Tax 7. 7500% State CA
531. 32 Total Monthly Rental Including Additional Services 5, 019. 00 Reduced Book Value at 60 Months
400. 00 Service Charge Due at Lease Termination
Quote based on estimated annual mileage of 7, 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.

ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR.

Lessee hereby authorizes this vehicle order, agrees to lease the vehicle on the terms set forth herein and in the Master Equity Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle.

Lessee certifies that it intends • - more than 50% of the use of the vehicle is to be in a trade or business of the Lessee.

LESSEE City of Los)/ a itos California
BY 1/ TITLE fNTV-it•M Phil / vtA.-, t ?jZ.. DATE ( Z j' i s// cj INDICATES ITE S T• : E BILLED ON DELIVERY.
1 Capitalized Price of Vehicle May be Adjusted to Reflect Final Manufacturer' s Invoice. 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. 2 Monthly Lease Charge Wft Be Adjusted to Reflect the Interest Rate on the Delivery Date( Subject to a Floor). 3 The inclusion herein of references to maintenance fees/ services are solely for the administrative convenience of Lessee. Notwithstanding the inclusion of such references in this[ Invoice/ Schedule/ Quote), all such maintenance services are to be performed by Enterprise Fleet Management, Inc. and all such maintenance fees are payable by Lessee solely for the account of Enterprise Fleet Management, Inc., pursuant to that certain separate[ Maintenance Agreement( entered into by and between Lessee and Enterprise Fleet Management, Inc.; provided that such maintenance fees are being billed by Enterprise FM Trust, and are payable at the direction of Enterprise FM Trust, solely as an authorized agent for collection on behalf of Enterprise Fleet Management, Inc.

Printed On 12/ 05/ 2019 09: 39 AM Page 1 of 6

nterprise
FLEET Open- End ( Equity) Lease Rate Quote Quote No: 4498200

MANAGEMENT
Other Totals
Description B)illed or( C) apped Price
Pricing Plan Delivery Charge C 125. 00
Courtesy Delivery Fee C 200. 00
Total Other Charges Billed 0. 00
Total Other Charges Capitalized 325. 00
Other Charges Total 325. 00
Printed On 12/ 05/ 2019 09: 39 AM Page 2 of 6

nterprise
FLEET

MANAGEMENT
Open- End ( Equity) Le...se Rate Quote Quote No: 4498200 VEHICLE INFORMATION:
2020 Ford F- 150 XL 4x2 SuperCrew Cab Styleside 5. 5 ft. box 145 in. WB- US Series ID: WIC
Pricing Summary:

INVOICE MSRP
Base Vehicle 33, 459. 00 35, 035. 00
Total Options 1, 573. 00 1, 730. 00
Destination Charge 1, 595. 00 1, 595. 00
Total Price 36, 627. 00 38, 360. 00
SELECTED COLOR:

Exterior: YZ-( 0 P) Oxford White
Interior: CG-( 0 I) Dark Earth Gray w/ Cloth 40/ 20/ 40 Front Seat SELECTED OPTIONS:

CODE DESCRIPTION INVOICE MSRP
101A Equipment Group 101A Mid 1, 573. 00 1, 730. 00
145WB 145" Wheelbase STD STD
153 Front License Plate Bracket NC NC
446 Transmission: Electronic 6- Speed Automatic Included Included 50S Cruise Control Included Included
52P SYNC Included Included
60M FordPass Connect 4G Wi- Fi Modem Included Included
61CLCD 4. 2" Productivity Screen in Instrument Cluster Included Included 61X91K MyKey Included Included
64C Wheels: 17" Silver Steel Included Included
85A XL Power Equipment Group Included Included
85AGTE Power Tailgate Lock Included Included
85AILL Illuminated Entry Included Included
85AMIR Power Glass Sideview Mirrors wlBlack Skull Caps Included Included 85APAL Perimeter Alarm Included Included
85APLK Power Door Locks Included Included
85APWN Power Front& Rear Windows Included Included
99B Engine: 3. 3L V6 PFDI Included Included
C Cloth 40/ 20/ 40 Front Seat Included Included
CG_ 01 ( 0 I) Dark Earth Gray w/ Cloth 40/ 20/40 Front Seat NC NC PAINT Monotone Paint Application STD STD
STDGV GVWR: 6, 280 lbs Payload Package Included Included STDRD Radio: AM/ FM Stereo w/ 6 Speakers Included Included STDTR Tires: P245/ 70R17 BSW A/S Included Included
X19 3. 55 Axle Ratio Included Included
YZ_ 01 0 P) Oxford White NC NC
Printed On 12/ 05/ 2019 09: 39 AM Page 3 of 6

CONFIGURED FEATURES:

Body Exterior Features:

Number Of Doors 4
Rear Cargo Door Type: tailgate
Driver And Passenger Mirror: power remote manual folding side- view door mirrors Convex Driver Mirror: convex driver and passenger mirror Door Handles: black
Front And Rear Bumpers: black front and rear bumpers with black rub strip Rear Step Bumper: rear step bumper
Front License Plate Bracket: front license plate bracket Box Style: regular
Body Material: aluminum body material
trailering with harness
Grille: black grille
Convenience Features:

Air Conditioning manual air conditioning
Cruise Control: cruise control with steering wheel controls Power Windows: power windows with driver and passenger 1- touch down Remote Keyless Entry: keyfob( all doors) remote keyless entry Illuminated Entry: illuminated entry
Integrated Key Remote: integrated key/ remote
Auto Locking: auto- locking doors
Remote Engine Start: remote engine start
Steering Wheel: steering wheel with manual tilting, manual telescoping Day- Night Rearview Mirror: day- night rearview mirror
Emergency SOS: 911 Assist emergency communication system Front Cupholder: front and rear cupholders
Glove Box: glove box
Driver Door Bin: driver and passenger door bins
Rear Door Bins: rear door bins
Dashboard Storage: dashboard storage
IP Storage: bin instrument- panel storage
Retained Accessory Power: retained accessory power
Power Accessory Outlet: 3 12V DC power outlets
Entertainment Features:
radio AM/ FM stereo with seek- scan
Voice Activated Radio: voice activated radio
Steering Wheel Radio Controls: steering- wheel mounted audio controls Speakers: 12 speakers
Internet Access: FordPass Connect 4G LTE WiFi internet access 1st Row LCD: 2 1st row LCD monitor
Wireless Connectivity: wireless phone connectivity
Antenna: fixed antenna
Lighting, Visibility and Instrumentation Features:

Headlamp Type delay- off aero- composite halogen headlamps Auto- Dimming Headlights: Ford Co- Pilot360- Auto High Beam auto high- beam headlights Cab Clearance Lights: cargo bed light
Front Wipers: variable intermittent wipers
Tinted Windows: light-tinted windows
Dome Light: dome light with fade
Variable IP Lighting: variable instrument panel lighting Display Type: analog display
Tachometer: tachometer
Voltometer: voltmeter
Compass: compass
Exterior Temp: outside- temperature display
Low Tire Pressure Waming: tire specific low- tire- pressure warning Trip Computer: trip computer
Trip Odometer: trip odometer
Forward Collision Alert: forward collision
Oil Pressure Gauge: oil pressure gauge
Printed On 12/ 05/ 2019 09: 39 AM Page 4 of 6

Water Temp Gauge: water temp. gauge
Inclinometer: inclinometer
Transmission Oil Temp Gauge: transmission oil temp. gauge Clock: in- radio display clock
Systems Monitor: systems monitor
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
Bulb Failure Warning: bulb- failure warning
Door Ajar Warning: door-ajar warning
Brake Fluid Warning: brake- fluid warning
Safety And Security:

ABS four- wheel ABS brakes
Number of ABS Channels: 4 ABS channels
Brake Assistance: brake assist
Brake Type: four- wheel disc brakes
Vented Disc Brakes: front and rear ventilated disc brakes Daytime Running Lights: daytime running lights
Spare Tire Type: full- size spare tire
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: Safety Canopy System curtain 1st and 2nd row overhead airbag Occupancy Sensor: front passenger airbag occupancy sensor Height Adjustable Seatbelts: height adjustable front seatbelts Seatbelt Pretensioners: front seatbelt pre- tensioners
3Point Rear Centre Seatbelt: 3 point rear centre seatbelt 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: SecuriLock immobilizer
Security System: security system
Panic Alarm: panic alarm
Electronic Stability: AdvanceTrac w/ Roll Stability Control electronic stability stability control with anti- roll Traction Control: ABS and driveline traction control
Front and Rear Headrests: manual adjustable front head restraints Rear Headrest Control: 3 rear head restraints
Seats And Trim:

Seating Capacity max. seating capacity of 6
Front Bucket Seats: front split- bench 40- 20- 40 seats Number of Driver Seat Adjustments: 4-way driver and passenger seat adjustments Reclining Driver Seat: manual reclining driver and passenger seats Driver Fore/Aft: manual driver and passenger fore/ aft adjustment Front Centre Armrest Storage: front centre armrest
Rear Seat Type: rear 60- 40 split- bench seat
Rear Folding Position: rear seat fold- up cushion
Leather Upholstery: cloth front and rear seat upholstery Headliner Material: full cloth headliner
Floor Covering: full vinyl/ rubber floor covering
Cabback Insulator: cabback insulator
Shift Knob Trim: urethane shift knob
Interior Accents: chrome interior accents
Standard Engine:

Engine 290- hp, 3. 3- liter V-6( regular gas)
Standard Transmission:

Printed On 12/ 05/ 2019 09: 39 AM Page 5 of 6

Transmission 6- speed automatic w/ OD and PowerShift automatic Printed On 12/ 05/ 2019 09: 39 AM Page 6 of 6

Proposal Opening Record
Date of opening:March 1, 2022
Sourcewell posted Request for Proposal #030122, for the procurement of Fleet Management Services, on the Sourcewell Procurement Portal [proportal.sourcewellͲmn.gov] on Tuesday, January 11, 2022, and the solicitation remained in an open status within the portal until March 1, 2022, at 4:30 pm CT. The RFP required that all proposals be submitted through the Sourcewell Procurement Portal no later than 4:30 pm CT on March 1, 2022, the date and time specified in the Solicitation Schedule.

The undersigned certify that all responses received on Request for Proposal #030122 were submitted through the Sourcewell Procurement Portal, and that each Proposer’s response material was digitally sealed upon submission and remained inaccessible until the due date and time specified in the Solicitation Schedule.

Responses were received from the following:

Ample, Inc.ͲSubmitted 3/01/22 at 3:32:29 PM
Automotive Rentals, Inc. (ARI)ͲSubmitted 3/01/22 at 3:07:12 PM Commercial Vehicle Leasing, LP DBA D&M LeasingͲSubmitted 2/25/22 at 4:42:38 PM Doering Leasing Co. dba Doering Fleet ManagementͲSubmitted 3/01/22 at 2:39:26 PM Element Fleet Corporation dba Element Fleet ManagementͲSubmitted 2/28/22 at 2:54:34 PM Enterprise Fleet Management, Inc.ͲSubmitted 3/01/22 at 4:13:51 PM eTransEnergyͲSubmitted 3/01/22 at 1:56:27 PM
Five Star Express, LLC dba Five Star Trucking, LLCͲSubmitted 2/24/22 at 1:54:05 PM Highland Electric Fleets, Inc.ͲSubmitted 3/01/22 at 3:54:58 PM Merchants Automotive Group, LLC dba Merchants FleetͲSubmitted 3/01/22 at 4:17:11 PM Mike Albert Leasing, Inc. dba Mike Albert Fleet SolutionsͲSubmitted 3/01/22 at 1:39:13 PM NuGen Go, LLCͲSubmitted 2/28/22 at 5:12:21 PM
Sewell Fleet ManagementͲSubmitted 2/28/22 at 12:15:39 PM The Proposals were opened electronically, and a list of all Proposers was made publicly available in the Sourcewell Procurement Portal, on March 1, 2022, at 4:31:19 PM CT. All responsive proposals were then submitted for review by the Sourcewell Evaluation Committee. _______________________________________________________________________ Kim Austin, MBA, CPPB, Procurement Lead AnalystCarol Jackson, Procurement Analyst 








 






Rev. 3/2021 Sourcewell RFP #030122
Fleet Management Services

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: January 11, 2022
Pre-proposal Conference: February 1, 2022, 10:00 a.m., Central Time Question Submission Deadline: February 21, 2022, 4:30 p.m., Central Time Proposal Due Date: March 1, 2022, 4:30 p.m., Central Time Late responses will not be considered.

Opening: March 1, 2022, 6:30 p.m., Central Time
See RFP Section V.G. “Opening”

Rev. 3/2021 Sourcewell RFP #030122
Fleet Management Services

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;

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Fleet Management Services

• 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-forvendors/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.

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Fleet Management Services

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 thirdparty contractors, to properly install and bring to operation the equipment or products being proposed.

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Fleet Management Services

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.

E. 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

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.

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Fleet Management Services

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 sales to Participating Entitiesfor 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

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

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 [email protected].

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:

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Fleet Management Services

• 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
A. EVALUATION
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.

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Fleet Management Services

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.

B. AWARD(S)
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).

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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.

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.

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.

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?

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.

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

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.

030122-EFM
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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. 










 



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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 










 



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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 taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x 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.











 



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A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. 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 governmentowned 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. 










 



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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 ecommerce 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:

x Maintenance and management of this Contract;











 



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x Timely response to all Sourcewell and Participating Entity inquiries; and x 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:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x 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 










 



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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.











 



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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 A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 










 



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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

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.











 



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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 










 



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or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x 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.











 



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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 endorsement(s) 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. 










 



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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
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procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). Intentionally omitted.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708).

Intentionally omitted.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. Intentionally omitted.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Intentionally omitted.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award 










 



030122-EFM
Rev. 3/2021 15
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.

I. 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.











 



030122-EFM
Rev. 3/2021 16
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. Intentionally omitted.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Enterprise Fleet Management, Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Dain Giesie
Title: Chief Procurement Officer Title: Vice President
Date: ________________________ Date: ________________________ 










 









 







030122-EFM
Rev. 3/2021 17
Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________











 










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Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc. 










 



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Bid Number: RFP 030122 Vendor Name: Enterprise Fleet Management, Inc.