SUPPLEMENTAL AGREEMENT BETWEEN ENTERPRISE FM TRUST AND CITY OF
SANTA ANA FOR VEHICLE LEASE AND MAINTENANCE
THIS SUPPLEMENTAL AGREEMENT is made and entered into on this 19th day of December, 2023 by and between Enterprise FM Trust, a Delaware statutory trust, also known as “Lessor” and Enterprise Fleet Management, Inc ., a Missouri corporation also known as “Servicer” in the Master Equity Lease Agreement (collectively, “Enterprise”), and the C ity of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
Enterprise and the City are referred to collectively as “The Parties.”
RECITALS
A. The City of Santa Ana leases vehicles for personnel assigned to the Investigations Bureau at the Santa Ana Police Department (“SAPD”), and for personnel assigned to the Planning and Building Agency (“PBA”), to assist with code enforcement, building inspection and cannabis enforcement activities to protect public health, safety and welfare, enforcing city codes related to nuisance and land use violations.
B. The City wishes to contract with Enterprise to facilitate the leasing of vehicles and with Fleet Management , Inc . for maintenance of the leased vehicles . The Santa Ana Police Department is the only department who will utilize the maintenance program.
C. Santa Ana Ordinance No. NS-3041 authorizes the City to purchase against contracts awarded by any public agency employing a competitive bid process. Sourcewell, a cooperative government purchasing agency, awarded a contract to Enterprise Fleet Management, Inc. (Contract No. 030122-EFM) for procurement of fleet management services, open-end leases, maintenance management programs, etc., as a result of open, competitive bidding on behalf of its members, which includes government agencies.
D. Utilizing Sourcewell’s contract enables the City to enter into these agreements with Enterprise and obtain the best pricing and allows SAPD and PBA to continue with the existing lease vehicles currently under contract.
E. This pricing and services under this Agreement is in accordance with the contract between Enterprise Fleet Management and Sourcewell for Fleet Management Services Request for Proposal #030122-EFM effective until April 18, 2026.
F. Enterprise has several Agreements it requires the City to execute for the l ease and maintenance of vehicles. This Supplemental Agreement supplements the following Enterprise A greements: Master Walkaway Lease Agreement; Master Equity Lease Agreement and Maintenance Management and Fleet Rental Agreement (collectively “Enterprise Agreements”).
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
EXHIBIT 4
1. COMPENSATION
a. The total amount to be expended for the lease and maintenance of vehicles from Enterprise for the Santa Ana Police Department and the Planning and Building Agency shall not exceed $612,936, annually.
b. All rent and other charges incurred in connection with the leased vehicles shall be consistent with paragraphs 3, 5 and 6 of the Master Equity Lease Agreement and Master Walkaway Lease Agreement entered into between the parties. .
c. All vehicle repair and service fees, billing and payments in connection with the leased vehicles shall be consistent with paragraphs 2 and 3 of the Maintenance Management Agreement and Fleet Rental Agreement entered into between the parties.
2. TERM
The Enterprise Master Equity Lease Agreement, Section 2 will govern the Term , however, the parties acknowledge, understand and agree, due to the not to exceed amount listed in paragraph 1(a), the City is not obligated by this Supplemental Agreement or any of the Enterprise Agreements to extend the term of the lease or maintenance of any leased vehicles past April 18, 2026. Further, the City retains the option to grant up to one (1)-year renewal of such authority, exercisable by a writing by the City Manager and the City Attorney.
3. INSURANCE
The City’s insurance requirements for the leased vehicles shall be consistent with paragraph 11 in the Master Equity Lease Agreement and Master Walkaway Lease Agreement.
4. EXECUTION OF AGREEMENTS WITH ENTERPRISE
With approval from the City Council, the City Manager shall execute the following four (4) Agreements between Enterprise and the City:
• Mater Walkaway Lease Agreement
• Master Equity Lease Agreement
• Maintenance Management and Fleet Rental Agreement
• Supplemental Agreement
The parties shall comply with the terms and conditions set forth in all four Agreements listed herein.
5. PREVIOUS LEASE AGREEMENTS
The parties agree the Enterprise Agreements referred to herein do not alter, change, modify, amend, revise, supplement or change the terms and conditions for any prior pending and/or existing agreements for vehicles leased by the City from Enterprise prior to the effective date of these Agreements, or December 19, 2023. The City is not obli gated by any of the other Enterprise Agreements to extend the term of the lease or maintenance of any vehicles past April 18, 2026.
6. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Thomas R. Hatch
City Clerk Interim City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO ENTERPRISE FM TRUST:
City Attorney
By:
Tamara Bogosian By:
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Robert Rodriguez Minh Thai
Acting Chief of Police Executive Director
Planning and Building