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HomeMy WebLinkAboutC36460A-B - Vehicle Leasing and Replacement CONTRACT NO. C36460A-B STAFF REPORT CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT MEETING DATE: October 12, 2017 REQUEST: Approve a Vehicle Leasing and Replacement Program with Enterprise Fleet Management; authorize the City Manager to declare various City-owned vehicles as surplus, and sell the vehicles at such times as disposal is deemed appropriate; authorize the proceeds from such vehicle sales to be applied to the cost of the annual leasing program; authorize the City Manager to take any actions necessary to facilitate the new vehicle leasing process during the three-year replacement program; and authorize the City Manager to execute a Master Equity Lease Agreement, and Maintenance Management and Fleet Rental Agreement. Recommendation By Minute Motion: 1. Approve a Vehicle Leasing and Replacement Program with Enterprise Fleet Management (Enterprise) for City vehicles; 2. Authorize the City Manager to declare various City-owned vehicles as surplus, and sell the vehicles at such times as disposal is deemed appropriate; 3. Authorize the proceeds from the sale of the surplused vehicles to be applied towards the cost of the annual leasing program; 4. Authorize the City Manager to take any actions necessary to facilitate the new vehicle leasing process during the three-year replacement program; and 5. Authorize the City Manager to execute a Master Equity Lease Agreement, and Maintenance Management and Fleet Rental Agreement. Capital Project Reserve Funds for leasing of the vehicles are available in Account No. 5304310-4403000, Equipment Replacement, and funds for maintenance portion are available in General Fund Account No. 1 1 04331-4334000, R/M Fleet. Strategic Plan Objective Maintaining the City's fleet is an on-going operational function, as such, and does not directly contribute to the objectives of the Strategic Plan. October 12, 2017 - Staff Report Approve Vehicle Leasing Program Page 2 of 4 Executive Summary The City maintains a fleet of vehicles for use by various City staff and for maintenance purposes. The City has historically owned the vehicles outright. In an effort to reduce fleet costs and provide a more efficient fleet, staff explored leasing options, and found that a leasing program could potentially allow the City to establish a vehicle replacement plan with less upfront capital. Other southern California cities such as the Cities of Westminster, Garden Grove, Santa Ana, Corona, and most recently the City of La Quinta, are participating in a leasing program with Enterprise, and have expressed satisfaction with the program. Enterprise has proposed a leasing and replacement program that would replace the majority of current City-owned vehicles over a three-year period beginning in Fiscal Year 2017-18. The vehicles replaced during this three-year period would be on lease terms of five years per vehicle, with an option to purchase the vehicle at the end of the lease. Staff also recommends that the current City-owned vehicles be sold through Enterprise, with the proceeds being applied towards the cost of the lease. Large, heavy duty trucks such as dump trucks and bucket trucks would not be included in this program due to the long service expectancy of this type of vehicle. A maintenance program is included in the terms of the lease program. Background Analysis The City operates 55 light- and medium-duty vehicles; most of which are more than 13 years old. Based on the Fiscal Year 2017-18 budget of $100,000, vehicle maintenance averages $151.51 per vehicle per month. New vehicles have been purchased at an average price of $25,817 per vehicle. Enterprise has proposed a vehicle replacement program that would allow the City to replace up to 42 of the City's oldest vehicles over a three-year period beginning in Fiscal Year 2017-18. The replacement vehicles would be leased from Enterprise on five-year lease terms. During the first year of the program, 17 vehicles would be replaced at an estimated lease cost of $162,088 per year including specialty equipment such as light bars and tool boxes, full maintenance service, tires, brakes, and insurance (excluding liability insurance, which the City will still cover). There is also a one-time fee of approximately $5,085 to cover application of the exterior graphics, and the installation of the GPS hardware that is being transferred from the old vehicles to the new. The average annual lease cost per vehicle is $13,507, excluding the one-time application fee for graphics and GPS hardware installation costs. Enterprise can also sell the City's older vehicles, and apply the money to offset the first year's lease cost. Enterprise has provided a very conservative estimated resale value of $30,918 for the 17 vehicles to be replaced in Fiscal Year 2017-18. This will reduce the first year's lease cost from an estimate of $162,088 to $131,170, resulting in a cost of approximately $7,716 per vehicle during the first year of the five-year lease term. The October 12, 2017 - Staff Report Approve Vehicle Leasing Program Page 3 of 4 subsequent four years of the term will be at an annual cost of approximately $162,088, or $13,507 per vehicle per year. In Fiscal Years 2018-19 and 2019-20 (years two and three of the vehicle replacement program, respectively), the same calculation applies using an estimated number of vehicles being replaced with leased vehicles. A five-year estimate of the cost of the program is attached showing all three years of the replacement program, and five years of leasing costs. In addition, by replacing older vehicles and taking advantage of Enterprise's fixed and budgeted maintenance plan, the City's overall maintenance costs will also decrease. Once the lease program is fully implemented, the City's annual maintenance costs will be reduced from $100,000 to less than $20,000; a potential annual savings of $80,000. This would be an additional offset to the vehicle leasing costs. Newer vehicles on a managed program will provide increased safety and reliability for City staff. In addition, the implementation of this program will provide staff with more accurate costs to use when budgeting for fleet expenses during the annual budget process. At the end of the three-year vehicle replacement cycle, staff will evaluate the remaining 11 vehicles, which were purchased in Fiscal Year 2016-17, and determine whether they should be included in the leasing program. An agreement with Enterprise can be executed without going through the City's bidding process by piggy backing on The Interlocal Purchasing System (TIPS). TIPS is a cooperative purchasing program whose membership include government and other entities in various states, including California. This enables member entities to purchase on an "as-needed" basis from competitively awarded contracts with high performance vendors. Fiscal Analysis Vehicle procurement and maintenance is an on-going operational function. Although a direct comparison cannot be made on annual costs because of variances in maintenance costs on older vehicles, the net leasing cost for 17 new vehicles in Fiscal Year 2017-18 of $131,170 versus the budgeted cost of $141,000 to purchase three new pick-up trucks, results in a savings of $9,830. Additional savings in maintenance will also occur because maintenance is included in the leasing cost. These savings will increase as the City's older, owned vehicles are traded in and additional vehicles are leased during the second and third year of the vehicle replacement program. Pr ared by: ertha Grizalez, unting Technician October 12, 2017 - Staff Report Approve Vehicle Leasing Program Page 4 of 4 LEG ' REVIEW DEPT. EVIEW FINANCIAL REVIEW CITY MANAGER fiWiy" 44'1L‘' • Mark re nwood P.E. J oore Lauri A 411,vo:..► .I laian Y �� Director Public Works Director of Finance City Manager AP LICANT: Enterprise Fleet Management 1400 N. Kellogg Drive, Suite G Anaheim, CA 92807 ATTACHMENTS: Master Equity Lease Agreement Maintenance Management and Fleet Rental Agreement Summary of Estimated Costs Three-Year Replacement Schedule Three Year Resale Estimates Enterprise Fleet Planning Analysis TIPS Program CONTRACT NO. C36460A MASTER EQUITY LEASE AGREEMENT This Master Equity Lease Agreement is entered into this second day of October, 2017, by and between Enterprise FM Trust,a Delaware statutory trust("Lessor"),and the lessee whose name and address is set forth on the signature page below("Lessee"). 1. LEASE OF VEHICLES: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a "Vehicle" and collectively,the"Vehicles")described in the schedules from time to time delivered by Lessor to Lessee as set forth below("Schedule(s)")for the rentals and on the terms set forth in this Agreement and in the applicable Schedule. References to this "Agreement"shall include this Master Equity Lease Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each Vehicle to Lessee,send Lessee a Schedule covering the Vehicle,which will include,among other things,a description of the Vehicle,the lease term and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right,title or interest in or to the Vehicles except for the use of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof (together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, "Servicer") may administer this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor. 2. TERM: The term of this Agreement ("Term") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the "Delivery Date") and, unless terminated earlier in accordance with the terms of this Agreement,continues for the"Lease Term"as described in the applicable Schedule. 3. RENT AND OTHER CHARGES: (a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will be in the amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.)and will be due and payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the first day of a month,monthly rental payments will begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to pay Lessor a pro-rated rental charge for the number of days that the Delivery Date precedes the first monthly rental payment date. A portion of each monthly rental payment, being the amount designated as "Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c). Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule on the due date of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the"Service Charge Due at Lease Termination"set forth in each Schedule at the end of the applicable Term (whether by reason of expiration,early termination or otherwise). (b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the adjusted amount will be payable by Lessee to Lessor on the termination date. (c)Lessee agrees to pay Lessor within thirty(30)days after the end of the Term for each Vehicle,additional rent equal to the excess,if any,of the Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or(ii)except as provided below,twenty percent(20%)of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of(i)the wholesale value of such Vehicle as determined by Lessor in good faith or(ii)except as provided below,twenty percent(20%)of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty (30) days after the end of the applicable Term. Notwithstanding the foregoing, if (i)the Term for a Vehicle is greater than forty-eight (48) months(including any extension of the Term for such Vehicle),(ii)the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles)or (iii) in the sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two immediately preceding sentences shall be made without giving effect to clause(ii)in each such sentence.The"Book Value"of a Vehicle means the sum of(i)the"Delivered Price"of the Vehicle as set forth in the applicable Schedule minus(ii)the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus(iii)all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle. (d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any losses and/or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed by Lessee to Lessor. (e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty(20)days after its due date will accrue interest, payable on demand of Lessor,from the date due until paid in full at a rate per annum equal to the lesser of(i)Eighteen Percent(18%)per annum or(ii) the highest rate permitted by applicable law(the"Default Rate"). (f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor, Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate. (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. Initials' EFM Cum .___ Page 1 CONTRACT NO. C36460A 5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other than federal and state income taxes on the income of Lessor)incurred in connection with the titling, registration,delivery, purchase,sale, rental, use or operation of the Vehicles during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor for the same. 6. LICENSE AND CHARGES: Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit attributable to any Lessor-owned vehicle. 7. REGISTRATION PLATES, ETC.: Lessee agrees,at its expense,to obtain in the name designated by Lessor all registration plates and other plates, permits, inspections and/or licenses required in connection with the Vehicles,except for the initial registration plates which Lessor will obtain at Lessee's expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of this Section or any federal,state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling and/or registration laws of such other state. 8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES: (a) Lessee agrees,at its expense,to(i)maintain the Vehicles in good condition, repair,maintenance and running order and in accordance with all manufacturer's instructions and warranty requirements and all legal requirements and(ii)fumish 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 retumed 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. (c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or consequential)or expense of any kind or nature,caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect(latent or patent)in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle,or any delay in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee. 10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause whatsoever ("Casualty Occurrence"). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty Occurrence and thereafter will place the applicable Vehicle in good repair,condition and working order;provided,however,that if the applicable Vehicle is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a "Totaled Vehicle"), Lessee agrees to pay Lessor no later than the date thirty (30)days after the date of the Casualty Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle. Upon such payment,this Agreement will terminate with respect to such Totaled Vehicle. 11. INSURANCE: (a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each Vehicle,to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated by Lessor against any damage,claim,suit,action or liability: (i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No-Fault Protection where required by law)for the limits listed below (Note-$2,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for each Vehicle capable of transporting more than 8 passengers): State of Vehicle Registration Coverage Connecticut, Massachusetts, Maine, New Hampshire, New $1,000,000 Combined Single Limit Bodily Injury and Property Jersey,New York, Pennsylvania,Rhode Island,and Vermont Damage-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 occurrence-Collision and$250 per occurrence-Comprehensive). Initials: EFM Cust Page 2 CONTRACT NO. C36460A If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other person or entity designated by Lessor as additional insureds and loss payees,as their respective interests may appear. Further, each such insurance policy must provide the following: (i)that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other person or entity designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii)that no act or default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii)that the coverage is "primary coverage"for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks. Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor as additional insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee's attorney-in-fact to receive payment of,to endorse all checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so. Any expense of Lessor,Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee. Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation,defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim and forward to Lessor a copy of every demand,notice,summons or other process received in connection with such claim or action. (b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor agrees that(A) Lessee will not be required to obtain or maintain the minimum physical damage insurance(collision and comprehensive)required under Section 11(a)for the Vehicle(s)covered by such Schedule and(B) Lessor will assume the risk of physical damage(collision and comprehensive)to the Vehicle(s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts, accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property and/or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may,at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the "Vehicle" for purposes of this Agreement;and (ii)if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment,Lessor agrees that it will,at its expense, obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance required under Section 11(a)for the Vehicle(s)covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial automobile liability enrollment upon giving Lessee at least ten(10)days prior written notice. Upon such cancellation,insurance in the minimum amounts as set forth in 11(a)shall be obtained and maintained by Lessee at Lessee's expense. An adjustment will be made in monthly rental charges payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten(10)days after mailing of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or commercial automobile liability enrollment upon giving Lessee at least thirty(30)days prior written notice. 12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation, reasonable attorneys'fees and expenses)which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation of,or failure to observe or perform,any term,provision or covenant of this Agreement,or as a result of any loss,damage,theft or destruction of any Vehicle or related to or arising out of or in connection with the use,operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law. 13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their respective successors or assigns will have the right to inspect any Vehicle at any reasonable time(s)during the Term and for this purpose to enter into or upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure to complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request. 14. DEFAULT; REMEDIES: The following shall constitute events of default("Events of Default")by Lessee under this Agreement: (a)if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10)days; (b)if Lessee fails to perform,keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c)if Lessee fails to perform,keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d)any seizure or confiscation of any Vehicle or any other act(other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction,or if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor,or if any guarantor shall deny that it,he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms,provisions or conditions contained in any such guaranty; (f)the occurrence of a material adverse change in the financial condition or business of Lessee or any guarantor; or(g)if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, The Crawford Group, Inc or any direct or indirect subsidiary of The Crawford Group, Inc.. For purposes of this Section 14,the term"guarantor"shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement. Upon the occurrence of any Event of Default, Lessor,without notice to Lessee,will have the right to exercise concurrently or separately(and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b)Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including,to the extent permitted by applicable law, all costs and expenses,including court costs and reasonable attorneys'fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement(whether or not litigation is commenced)and/or in connection with bankruptcy or insolvency proceedings; (d)upon written notice to Lessee, Lessor may terminate Lessee's rights Initials: EFM_. _ _ Cust _ Page 3 CONTRACT NO. C36460A under this Agreement; (e)with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b)and 3(c)of this Agreement(and,if Lessor does not recover possession of a Vehicle, (i)the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be$0.00 and(ii)the calculations described in the first two sentences of Section 3(c)shall be made without giving effect to clause(ii) in each such sentence); and/or (f)Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity.A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative. 15. ASSIGNMENTS: Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee,pledgee or transferee of any rights or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in and to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever,or to any defense,setoff,counterclaim or recoupment whatsoever,whether by reason of any damage to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use,operation or possession of any Vehicle,or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee or to any other person or entity,or for any other reason. Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this Agreement or in and to any Vehicle,or permit its rights under this Agreement or any Vehicle to be subject to any lien,charge or encumbrance Lessee's interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession of any Vehicle(except for the sole purpose of repair or service of such Vehicle)without the prior written consent of Lessor. 16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy, which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Giving of all notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address will be effective one (1) day after deposit in the United States mail, duly addressed, with certified 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. SUCCESSORS AND ASSIGNS;GOVERNING LAW: Subject to the provisions of Section 15,this Agreement will be binding upon Lessee and its heirs,executors, personal representatives,successors and assigns,and will inure to the benefit of Lessor,Servicer,any other agent of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri (determined without reference to conflict of law principles). 18. NON-PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 18 shall survive termination of this Master Equity Lease Agreement. 19. NON-APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor acknowledges that Lessee is a municipal corporation,is precluded by the County or State Constitution and other laws from entering into obligations that financially bind future governing bodies,and that,therefore,nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or State to appropriate funds for purposes of this Agreement. Accordingly,the parties agree that the lease terms within this Agreement or any Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such funds,the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition,Lessor reserves the right to be paid for any reasonable damages. These reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open used car market prior to the end of the scheduled term(as determined in Section 3 and Section 14 of this Agreement). IN WITNESS WHEREOF,Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written. LESSEE: City of Palm Desert LESSOR: Enterprise FM Trust By Enterprise Fleet Management, Inc.,its attorney in fact By: _ By: Rich Murrell Title: Title: Regional Sales Manager Address: 73510 Fred Waring Dr. Address: 1400 N Kellogg Dr.Ste G Palm Desert,CA 92260 Anaheim,CA 92807 Date Signed: Date Signed Initials: F I-M Cust Page 4 CONTRACT NO. C36460A AMENDMENT TO MASTER EQUITY LEASE AGREEMENT THIS AMENDMENT ("Amendment") dated this day of October, 2017 is attached to, and made a part of, the MASTER EQUITY LEASE AGREEMENT entered into on the day of October, 2017 ("Agreement") by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor") and City of Palm Desert ("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the parties. Section 3(e)of the Master Equity Lease Agreement is amended to read as follows Any rental payment or other amount owed by Lessee to Lessor which is not paid within thirty (30)days after its due date will accrue interest, payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of(i) Eighteen Percent(18%)per annum or(ii)the highest rate permitted by applicable law(the"Default Rate") Section 12 of the Master Equity Lease Agreement is amended to read as follows Except in the event of the negligence or willful misconduct of Lessor, Servicer(or any other agent of Lessor),To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses(including, without limitation, reasonable attorneys' fees and expenses)which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law Section 14(g)first paragraph of the Master Equity Lease Agreement is amended to read as follows. (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 , Lessor's parent company, or any direct or indirect subsidiary of The Crawford Group, Inc Section 17 of the Master Equity Lease Agreement is amended to read as follows Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of California (determined without reference to conflict of law principles). All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed. IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease Agreement as of the day of October, 2017. City of Palm Desert(Lessee) Enterprise FM Trust(Lessor) By:Enterprise Fleet Management. Inc.,its attorney in fact By By Title Title CONTRACT NO. C36460B MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT This Agreement is entered into as of the second day of October, 2017, by and between Enterprise Fleet Management, Inc., a Missouri corporation,doing business as"Enterprise Fleet Management" ("EFM"),and City of Palm Desert(the"Company"). W ITNESSETH: 1. ENTERPRISE CARDS: Upon request from the Company, EFM will provide a driver information packet outlining its vehicle maintenance program (the "Program") and a card ("Card") for each Company vehicle included in the Company's request. All drivers of vehicles subject to this Agreement must be a representative of the Company, its subsidiaries or affiliates. All Cards issued by EFM upon request of the Company shall he subject to the terms of this Agreement and the responsibility of the Company. All Cards shall bear an expiration date. Cards issued to the Company shall he used by the Company in accordance with this Agreement and limited solely to purchases of certain products and services for Company vehicles, which are included in the Program. The Program is subject to all other EFM instructions, rules and regulations which may he revised from time to time by EFM. Cards shall remain the property of EFM and returned to EFM upon expiration or cancellation. 2. VEHICLE REPAIRS AND SERVICE: EFM will provide purchase order control by phone or in writing authorizing charges for repairs and service over $75. or such other amount as may be established by EFM from time to time under the Program. All charges for repairs and services will be invoiced to EFM. Invoices will be reviewed by EFM for accuracy, proper application of potential manufacturer's warranties,application of potential discounts and unnecessary, unauthorized repairs. Notwithstanding the above, in the event the repairs and service are the result of damage from an accident or other non- maintenance related cause (including glass claims), these matters will he referred to the Company's Fleet Manager. If the Company prefers that EFM handle the damage repair, the Company agrees to assign the administration of the matter to EFM. EFM will administer such claims in its discretion. The fees for this service will be up to $125.00 per claim and the Company agrees to reimburse for repairs as outlined in this agreement. If the Company desires the assistance of EFM in recovering damage amounts from at fault third parties,a Vehicle Risk Management Agreement must he on tile for the Company. 3. BILLING AND PAYMENT: All audited invoices paid by EFM on behalf of the Company will he consolidated and submitted to the Company on a single monthly invoice for the entire Company fleet covered under this Agreement. The Company is liable for, and will pay EFM within ten (10) days after receipt of an invoice or statement for, all purchases invoiced to the Company by EFM, which were paid by EFM for or on behalf of the Company. EFM will he entitled to retain for its own account, and treat as being paid by EFM for purposes of this Agreement, any discounts it receives from a supplier with respect to such purchases which are based on the overall volume of business EFM provides to such supplier and not solely the Company's business. EFM will exercise due care to prevent additional charges from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement. The Company will use its best efforts to obtain and return any such cancelled Card. 4. RENTAL VEHICLES: The Card will authorize the Company's representative to arrange for rental vehicles with a subsidiary of Enterprise Rent-A-Car Company for a maximum of two (2) days without prior authorization. Extensions beyond two (2) days must be granted by an EFM representative. The Company assumes all responsibility for all rental agreements arranged by EFM with a subsidiary of Enterprise Rent-A-Car Company through an EFM representative or through the use of the Card. All drivers must he at least 21 years of age, hold a valid driver's license, he an employee of the Company or authorized by the Company through established reservation procedures and meet other applicable requirements of the applicable subsidiary of Enterprise Rent-A-Car Company. 5. NO WARRANTY: EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE. QUALITY OR FITNESS FOR USE. Any defect in the performance of any product, repair or service will not relieve the Company from its obligations under this Agreement, including without limitation the payment to EFM of monthly invoices. 6. CANCELLATION: Either party may cancel any Card under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party. The cancellation of any Card or termination of this Agreement will not affect any rights or obligations under this Agreement, which shall have previously accrued or shall thereafter arise with respect to any occurrence Initials. EFM Cust Page I CONTRACT NO. C36460B prior to such cancellation or termination. A Card shall be immediately returned to EFM upon cancellation to: Enterprise Fleet Management, 600 Corporate Park Drive, St. Louis, MO 63105, Attention: Enterprise Card Department. Notice to EFM regarding the cancellation of any Card shall specify the Card number and identify the Company's representative. In the case of a terminated representative, such notice shall include a brief description of the efforts made to reclaim the Card. 7. NOTICES: All notices of cancellation or termination under this Agreement shall be mailed postage prepaid by registered or certified mail, or sent by express overnight delivery service, to the other party at its address set forth on the signature page of this Agreement or at such other address as such party may provide in writing from time to time. Any such notice sent by mail will he effective three (3) days after deposit in the United States mail, duly addressed, with registered or certified mail postage prepaid. Any such notice sent by express overnight delivery service will be effective one (I) day after deposit with such delivery service, duly addressed, with delivery fees prepaid. The Company will promptly notify EFM of any change in the Company's address. 8. FEES: EFM will charge the Company for the service under this Agreement $10.0() per month per Card, plus a one time set-up fee of$0.00. 9. MISCELLANEOUS: This Agreement may be amended only by an agreement in writing signed by EFM and the Company. This Agreement is governed by the substantive laws of the State of Missouri (determined without reference to conflict of law principles). IN WITNESS WHEREOF, EFM and the Company have executed this Maintenance Management and Fleet Rental Agreement as of the day and year first above written. Company: City of Palm Desert EFM: Enterprise Fleet Management, Inc. By: By: Rich Murrell Title: Title: Regional Sales Manager Address: 73510 Fred Waring Dr. Address: 1400 N Kellogg Dr. Ste G Palm Desert,CA 92660 Anaheim,CA 92807 Date Signed: Date Signed: Initials: EFM Cust Page 2 CONTRACT NO. C36460B MAINTENANCE AGREEMENT This Maintenance Agreement(this"Agreement")is made and entered into this second day of October,2017,by Enterprise Fleet Management, Inc., a Missouri corporation('EFM'),and City of Palm Desert("Lessee"). WITNESSETH 1. LEASE. Reference is hereby made to that certain Master Equity Lease Agreement dated as of the twelfth day of October, 2017, 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 allowed by applicable law. The monthly maintenance fee set forth on each applicable Schedule allows the number of miles per month as set forth 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. Initials: EFM Cust Page I CONTRACT NO. C36460B 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. MISCELLANEOUS.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 LESSEE: City of Palm Desert EFM: Enterprise Fleet Management, Inc. By: _ _ By: Rich Murrell Title: _ Title: Regional Sales Manager Address: 73510 Fred Waring Dr. Address: 1400 N Kellogg Dr.Ste G Palm Desert,CA 92660 Anaheim,CA 92807 Attention: Attention: Facsimile No.: Facsimile No.: Date Signed: Date Signed Initials EFM Cust Page 2 CONTRACT NO. C36460B AMENDMENT TO MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT THIS AMENDMENT("Amendment") dated this day of October, 2017 is attached to, and made a part of, the MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT entered into on the day of October, 2017("Agreement")by and between Enterprise Fleet Management Inc., a Missouri corporation ("EFM")and City of Palm Desert ("Company"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the parties Section 3 of the Maintenance Management and Fleet Rental Agreement is amended to read as follows. All audited invoices paid by EFM on behalf of the Company will be consolidated and submitted to the Company on a single monthly invoice for the entire Company fleet covered under this Agreement. The Company is liable for, and will pay EFM within thirty (30) days after receipt of an invoice or statement for, all purchases invoiced to the Company by EFM, which were paid by EFM for or on behalf of the Company EFM will be entitled to retain for its own account, and treat as being paid by EFM for purposes of this Agreement, any discounts it receives from a supplier with respect to such purchases which are based on the overall volume of business EFM provides to such supplier and not solely the Company's business. EFM will exercise due care to prevent additional charges from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement. The Company will use its best efforts to obtain and return any such cancelled Card. Section 9 of the Maintenance Management and Fleet Rental Agreement is amended to read as follows: This Agreement may be amended only by an agreement in writing signed by EFM and the Company. This Agreement is governed by the substantive laws of the State of California (determined without reference to conflict of law principles) All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed IN WITNESS WHEREOF, Company and EFM have executed this Amendment to Maintenance Management and Fleet Rental Agreement as of the day of October, 2017. City of Palm Desert(Company) ENTERPRISE FLEET MANAGEMENT, INC. By By Title. Title: CONTRACT NO. C36460B AMENDMENT TO MAINTENANCE AGREEMENT THIS AMENDMENT ("Amendment") dated this day of October, 2017 is attached to, and made a part of, the MAINTENANCE AGREEMENT entered into on the day of October, 2017("Agreement")by and between Enterprise Fleet Management Inc, a Missouri corporation ("EFM") and City of Palm Desert ("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the parties Section 6 of the Maintenance Agreement is amended to read as follows: 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 thirty (30) 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 allowed by applicable law. The monthly maintenance fee set forth on each applicable Schedule allows the number of miles per month as set forth 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. Section 10 of the Maintenance Agreement is amended to read as follows: 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 California(without reference to conflict of law principles). All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed. IN WITNESS WHEREOF, EFM and Lessee have executed this Amendment to Maintenance Agreement as of the_day of October, 2017. City of Palm Desert(Lessee) ENTERPRISE FLEET MANAGEMENT, INC By By Title Title o -3 k o 0 \ co - co 12 3 to 0 R \ = ft 0 0 2 w n 0 0 0 m 0 } \ \ % q 0 / / $ $ k . % > o - I E. C 0 E. 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Mockingbird Lne. NAME Kim Thompson CITY Dallas PHONE (866) 413-6574 STATE TX FAX (866) 749-6674 ZIP 75247 MOBILE (903) 243-4759 EMAIL tips@tips-usa.com FEDERAL FUNDS No DISADVANTAGED/MINORITY/WOMAN No HUB No COMPLIANT BUSINESS ENTERPRISE SERVING STATES ALIAKIAZIARICAICOICTIDEIDCIFLIGAIHIIIDIILIINIIAI KS I KY I ME I MD I MA I MI I MN I MS I MO I MT I NE1NV I NH I NJ I NM INYINCINDIOHIOKIORIPAIRIISCISDITNITXIUTIVTIVAI WAIWIIWY AWARDED Contract No 2072816 Fleet Leasing and Management Services from CONTRACTS 07/28/2016 to 07/25/2019 REQUEST FOR PROPOSAL DOCUMENT • Al I * P. ► 11K OC NwCMMf4 Mee The Interlocal Purchasing System (TIPS) A Cooperative Purchasing Program available for membership by Government and Other Entities in Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Louisiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, New Hampshire, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee,Texas, Utah, Vermont,Virginia, Washington, West Virginia, Wisconsin and Wyoming. Lead Agency E . . r Region VIII Education Service Center Address: 4845 US Hwy. 271 North Pittsburg,Texas 75686 Toll-free (866) 839-8477 Fax (866) 839-8472 Website: www.tips-usa.com E-mail: bids@tips-usa.com NOTICE TO BIDDERS DEADLINE DATE FOR ALL PROPOSALS TO BE RECEIVED ELECTRONICALLY: https://tips.ionwave.net Friday, June 10, 2016 at 3:00 P.M. FOR THE CATEGORY— FLEET LEASING AND MANAGEMENT SERVICES RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 1 of 14 About TIPS TIPS is available for use by all public and private schools, colleges, universities, cities, counties and other government entities in the States of Alabama, Alaska, Arizona, Arkansas, California, Colorado, Delaware, District of Columbia, Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Louisiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and Wyoming. It is the intention of TIPS to establish vendor awarded contracts to satisfy the procurement needs of participating member entities in this particular category. These awarded contracts will enable member entities to purchase on an "as needed" basis from competitively awarded contracts with high performance vendors. Bidders are requested to submit a proposal for offering their line of available products that are commonly purchased by government agencies, cities, counties and educational entities. • Awards will be made to the successful bidder(s) for the products submitted. (Unless bidder has submitted inappropriate items for the category.Those items will not be awarded.) • Awarded contracts will be automatically renewed on the annual contract award date for two consecutive year terms (as listed in the original awarded contract), if sales have been successfully reported to TIPS and if both parties agree. (Exception:There are two categories: General Services; and Trades, Labor and Materials that will not have an automatic renewal. These categories will be rebid annually and will not be subject to a renewal.) • TIPS reserves the right to award multiple vendors if vendors offer items that are unique or serve different geographic regions and have best value to TIPS participating entities. • This proposal is requested for the benefit of the attached list of members and other new members as they execute Interlocal Agreements. Member List: http://www.i•pi _,.townie artr doc_l E111.SZcJp/mt,rnbersn'o}x! Benefits of TIPS • Provide government entities opportunities for greater efficiency and economy in acquiring goods and services through competitively bid vendor contracts. • Provide comprehensive purchasing practices with the assurance of the most competitive contracts. • Provide competitive priced solicitation and bulk purchasing for multiple government entities that yields economic benefits unobtainable by the individual entity. • Provide quick and efficient delivery of goods and services by contracting with "high performance"vendors. • Equalized purchasing power for smaller entities. • Assist government entities in maintaining the essential controls for budget and accounting RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 2 of 14 purposes. • Maintain credibility and confidence in business procedures by maintaining open competition for purchases and by complying with purchasing laws and ethical business practices. • Provide document retention for competitively bid process for all TIPS Awarded Contracts. Customer Service • TIPS staff is available to members for assistance in viewing/contacting awarded vendors for categories to make purchases and contract decisions. • TIPS provides a way for government entities to avoid the time and expense of seeking competition for purchases on an agency-by-agency basis. • TIPS enables vendors to become more efficient and competitive by reducing the number of bids and proposals that require responses to be made to individual districts. Financing of TIPS • The total cost of the TIPS program is funded through an administration fee paid to TIPS by the participating vendors. The fee is based on actual vendor invoiced sales. Fee schedule can be negotiated with winning bidder(s).The normal fee is 2%, but can be negotiated with the winning bidder. • TIPS does not charge any fees to participating school districts or government entities. Purchasing Procedures • Contracts are established through open competition as described by the laws of the State of Texas and are available for piggy-back by other states. Purchase orders are issued by participating governmental entities directly to the Vendor or vendor assigned dealer. Purchase orders are sent to the TIPS office where they are reviewed and edited by the TIPS staff and forwarded to the Vendor within one working day. • Vendors deliver goods/services directly to the participating agency and then invoice the participating agency. The Vendor receives payment directly from the participating agency. It is the intention of TIPS to establish a contract to furnish and/or deliver FLEET LEASING AND MANAGEMENT SERVICES. Proposers are requested to submit a proposal for offering their total line of available products and services that are commonly purchased by governmental entities and school districts. TIPS expects to contract with responsible vendor(s)to provide FLEET LEASING AND MANAGEMENT SERVICES to its members.The work includes installation, repair, rehabilitation and alteration services for a wide variety of colleges and universities,schools, cities, counties, healthcare and other government and non-profit agencies. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 3 of 14 SCHEDULE OF AWARD OR RELATED EVENT: Posting Date Monday, May 2, 2016 Proposal Advertising Monday, May 2, 2016—Friday,June 10, 2016 Pre-Bid Meeting Thursday, May 12, 2016 Proposal Deadline Friday,June 10, 2016 at 3:00 PM CST Proposal Opening Friday,June 10, 2016 beginning at 3:01 PM Proposals Review/Scoring Monday,June 13, 2016 through July 27, 2016 Proposals Award July 28, 2016 Award Notifications Begin posting to TIPS Website 7/28/2016 Vendor may call for results after 7/28/2016 Award letters will be made available online. Non Award letters will be mailed to vendors with No Awards. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 4 of 14 Proposal Instructions 1. Only electronically sealed proposals are accepted. Faxed or mailed proposals will not be accepted. 2. Proposals must be submitted on any or all items, related to the category, unless stated otherwise. TIPS reserves the right to reject any or all proposals and to accept any proposal deemed most advantageous to the participants in TIPS and to waive any informality in the proposal process. 3. Deviations to any Terms, Conditions and/or Specifications shall be clearly noted in writing by the vendor and shall be included with the proposal. 4. Withdrawal of proposals will not be allowed for a period of 90 days following the opening unless approved by TIPS. 5. Addenda, if required, will be issued by TIPS to all those known to have received a complete set of RFP documents at least five working days prior to the opening.The vendor shall acknowledge on the Signature Form any addenda that have been received. PROPOSAL FORMAT- BIDDERS PAY CLOSE ATTENTION TO DETAILS LISTED. All responses should be direct, concise, complete, and unambiguous. With regard to those items that cannot be answered in the affirmative, clearly explain the precise portion to which you disagree and why you disagree. Felony Conviction Notice (Required in Texas) -Notification of Criminal History "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony.The notice must include a general description of the conduct resulting in the conviction of a felony. A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract."This notice is not required of a publicly held corporation. Texas Education Code §44.034. See FELONY CONVICTION NOTICE document on the "Attachments" tab. Felony conviction notice document must be uploaded to the "Response Attachments" FELONY CONVICTION NOTICE section. References The proposal response should contain a minimum of Ten (10) references of customers you have served that would be considered eligible for membership in TIPS (i.e. K-12 School Districts, College/Universities, and/or City/County Government Entities). In addition to the name of the entity, a contact name and phone number shall be included. The references document must be downloaded from the "Attachments" section, completed and uploaded to the "Response Attachments" REFERENCES section. Resellers/Dealers Vendors with Resellers/Dealers must download the Resellers/Dealers document from the RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 5 of 14 "Attachments" section, complete and uploaded to the "Response Attachments" RESELLERS/DEALERS section. Vendor Certifications Vendor certifications will include applicable D/M/WBE, HUB and manufacturer certifications for sales and service (if applicable). Certificates must be scanned and uploaded to the "Response Attachments" D/M/WBE, HUB and/or ALL OTHER CERTIFICATES section. Bonding(If applicable) Bonding capabilities documentation must be scanned and uploaded to the "Response Attachments" BONDING section. Vendor Contract Vendor Contract must be downloaded from the "Attachments" section, completed and uploaded to the "Response Attachments"VENDOR CONTRACT section. Contract Signature Form Contract Signature Form must be downloaded from the "Attachments" section, completed, signed, scanned and uploaded to the "Response Attachments" CONTRACT SIGNATURE FORM section. Warranty (If applicable) Warranty documentation must be scanned and uploaded to the "Response Attachments" WARRANTY section. Protest Procedure If a vendor/proposer (vendor) desires to protest a decision by TIPS, the vendor must follow the following process: http://www.tips-usa.com/assets/documents/docs/letters/Protest_Procedures_for_Vendor.pdf Supplementary Catalogs and Information (If applicable) Supplementary Catalogs and Information documentation must be scanned and uploaded to the "Response Attachments" SUPPLEMENTARY section. AWARD OF CONTRACT TO NONRESIDENT BIDDER- "A governmental entity may not award a governmental contract to a nonresident bidder unless the nonresident underbids the lowest bid submitted by a responsible resident bidder by an amount that is not less than the amount by which a resident bidder would be required to underbid the nonresident bidder to obtain a comparable contract in the state in which the nonresident's principal place of business is located." Texas Government Code§ 2252.002. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 6 of 14 Pre-Bid Meeting(Not Mandatory) Where: Region 8 Education Service Center 4845 U.S. Highway 271 North, Pittsburg, Texas 75686 TIPS Board Room Date: Thursday, May 12, 2016 Time: 9:00 AM CST Agenda: TIPS Overview TIPS eBid System RFP Overview Questions and Answers Tour of TIPS Facility RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 7 of 14 Proposal Scoring Scoring of Proposal: Criteria and Relative Weights A Review Committee will evaluate and score all proposals. Recommendations for award of contracts will be made to the Region 8 Education Service Center Board of Directors. Awards will be granted or denied at the monthly stated meeting of the Region 8 ESC Board of Directors. TIPS will base a recommendation for contract award on several factors. The factors which will be considered are weighted points in each area as follows: 1. Purchase price. (Pricing factors as determined by TIPS using a market basket study of randomly selected items.) (30%) 2. Reputation of the vendor and the vendor's goods or services. References may be contacted. (10%) 3. Quality of the vendor's goods or services. (Including quantity of line items available that are commonly purchased by the entity and electronic on-line catalog, order entry use by and suitability for the entity's needs and quality of catalog(s) for use by entity's employees that do not have electronic access.) (10%) 4. Extent to which the goods or services meet criteria outlined in RFP category submitted. (15%) 5. Vendor's past relationship with TIPS. (15%) 6. The total long-term cost to TIPS to acquire the vendor's goods or services. Length of price guaranty. (10%) 7. Delivery time to the member entity for goods/services. (10%) 8. HUB The impact on the ability of TIPS to comply with laws and rules relating to historically underutilized businesses; Certification is considered, but a response will not impact our ability to comply with laws and rules relating to historically underutilized businesses, a weight of 0%is given to this criteria. BIDDERS FALLING BELOW AN 80%THRESHOLD WILL NOT BE CONSIDERED FOR AN AWARD. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 8 of 14 -o > -I/k5 ƒ \/ 03 v% f I R/ M @ @ @ » .A § • cu - I m £ KC 0 ® = 2 q / \ < » i - '0 n 2 « ) -0 m = � ( CD ] 2 COro CD � & re, in o g n � MI 0 Z. P § - re k 0 -n 0 a) ; i "c 2 c m @ * § x, > GIa k C ■ $ > 0 \ 2 w > g 3 n 3- z E / $ & 0 20 -IO .0 ej nc ' o (D / . ( � rill (IQ/ m § § _ (11 \ m 0 Di 0 1 2 1 % % / § « 7 / ƒ zi _ = a 2 « . k 7 m / � , / z 3 071. ] E -I X) mm 9 Ti ( � ■ & U n§ oo k2 K a2 3 • ` ) 2 { } Specifications and Pricing Specifications may be those developed by TIPS and its participants or by the Manufacturer to represent items of regularly manufactured products. TIPS specifications have been developed by TIPS to indicate minimal standards as to the usage, materials and contents based on their needs. Manufacturer's specifications (Design Guides), when used by TIPS, are to be considered informative to give the vendor information as to the type and kind requested. Proposals on any reputable manufacturers regularly produced product of such items similar and substantially equivalent will be considered. Specifications and Pricing— Fleet Leasing and Management Services Fleet Leasing and Management Services specifications and qualifications information is listed below. Bidder must submit all requested qualifications information in a separate document, save the document as a PDF, and uploaded to the "Response Attachments" PRICING section. 1. LEASE REQUIREMENTS For evaluation purposes, TIPS is requiring all Bidders to use the following lease parameters. Upon contract award, TIPS will negotiate with the Successful Bidder(s) the appropriate lease parameters TIPS deems necessary for each individual vehicle leased. 2. RISK MANAGEMENT/ PHYSICAL DAMAGE REQUIREMENTS(Loss of,Theft, or Damage Coverage) As TIPS deems necessary it may request this service to be included in select instances. Does your company provide this program?YES NO If yes, please include the cost of this program in the pricing section and provide detail on your program including but not limited to: Deductibles Location(s) of service 3. DESCRIPTION/WORK STATEMENT- Project Organization and Management The Successful Bidder shall establish and maintain an appropriate organizational structure to enable local management of any awarded contract. Documentation supporting the Successful Bidder's ability to service an awarded contract (including but not limited to office locations) should be included with the bid submission. All ordering will originate directly from the TIPS Member. Vehicle Quantities and Locations The TIPS Member fleet targeted to be satisfied by the awarded lease contract consists of the number contracted with vendor. THIS SHALL BE A NONGUARANTEED AMOUNT CONTRACT. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 10 of 14 The TIPS Member reserves the right to order any amount of leased vehicles and additional services it deems in the best interest of the TIPS Member. Vehicle Mileage and Term The Successful Bidder shall be able to support vehicle return and replacement as specified in the awarded contract.The Successful Bidder may propose, and the TIPS Member may consent to, a desired timeframe or mileage interval different than levels requested by the TIPS Member, if such intervals provide advantages to the Successful Bidder, the TIPS Member, or both, such as lower lease prices due to better vehicle resale potential. Vehicle Inspection All vehicles leased under the awarded contract shall be inspected, at which point vehicle inspection documentation will be provided indicating the general condition of the vehicle. Condition of Leased Vehicles Each vehicle furnished under the awarded contract shall be of good quality and in safe operating condition.The TIPS Member shall accept or reject the vehicles promptly after receipt. If the TIPS Member determines that any vehicle is defective or unsafe at delivery, the TIPS Member shall promptly inform the TIPS Vendor in writing. For evaluation purposes,TIPS is requiring all Proposers to provide pricing parameters for the following lease factors: 1. Pricing a. Factory Ordered Vehicles: • Interest Rate: Specify index being used and basis points in relation to index • Management Fee: Include any management fee percentage based off delivered cost of vehicle • Pricing in relation to Vehicle Invoice: Include any mark-ups/mark downs imposed by Lessor • Service Charge/Resale Fee: List any end of lease service charge and or resale percentage • List all other applicable fees and charges. b. Dealership Stock Vehicles: • Interest Rate: Specify index being used and basis points in relation to index • Management Fee: Include any management fee percentage based off delivered cost of vehicle • Pricing in relation to base purchase price: Include any mark-ups/mark downs RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 11 of 14 imposed by Lessor • Service Charge/Resale Fee: List any end of lease service charge and or resale percentage • List all other applicable fees and charges. 2. Service and Maintenance a. Does your company provide a program in which the maintenance costs are fixed and guaranteed during the life of the lease? • If yes, provide the Monthly charge based on a cents per mile for the following vehicle categories(specify vehicle categories): b. Does your company provide a program in which the maintenance costs are billed back to the end user as they occur? • If yes, provide the monthly charge for the maintenance program per vehicle and any out of network mark-up percentage. If yes to either of these questions please include the cost of program(s)in the pricing section and provide detail on program(s)including but not limited to: • Number of facilities that will perform services • Monitoring,tracking,and service needed notification capabilities/procedures • Included and excluded items/coverage • Compatibility with manufacturer's warranty • Qualification requirements for those performing work on leased vehicles 3. Accident Management/Physical Damage and Liability Coverage a. Does your company provide this program? 4. Fuel Card a. Does your company provide a fuel card program? If yes, provide the following: • Fuel Card Provider • Monthly Cost per fuel card • Any applicable discounts S. Telematics a. Does your company provide a telematics product? If yes, provide the following: • GPS Provider/Contractor(s) • Up front Cost • Monthly Rate • Optional services/rates Qualifications and Background 1. Provide detailed company information including: a. Ownership, history and current organization. b. Current capitalization and gross sales for each of the past three years. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 12 of 14 c. Number of units leased, broken down by private/government. d. References, at least ten (10) local type government and to include: • Full organization name and complete address. • Contact name with telephone number and email address. • How long have they been a customer and types of equipment they lease? Service Capabilities 1. Describe in detail and as applicable: • Your technical support services/levels available, including a 24/7 capability and toll free phone number. • Customer service structure and organizational chart, maintenance staff and locations. • Geographic presence,number of employees and office locations(maps and graphics are useful). • Services being provided to private customers/government. • Website presence and functionality available to End Users on your website including any automated order entry process and/or billing and payment capability. • Response to local governments during 'Emergencies' (e.g. how involved is your company during natural disasters such as Hurricane Ike or Katrina). • Describe the normal policy and process End Users will follow to replace equipment due to damage theft or repair. End User Service Agreements Provide a copy of any standard 'Customer Service Agreement' (by whatever name your company refers to such document) which may be executed for End Users who would obtain services from you thru a potential contract. Particulars of any Customer Service Agreement are negotiable by the parties at the time of actual order placement. If you do not use a 'Customer Service Agreement', provide a description of your standard order process. Marketing/Sales 1. Detail how your organization plans to market this contract within the first 90 days of the award date.This should include, but not be limited to: • A co-branded press release within first 30 days • Announcement of award through any applicable social media sites • Direct mail campaigns • Co-branded collateral pieces • Advertisement of contract in regional or national publications • Participation in trade shows 2. Describe how your company will demonstrate the benefits of this contract to eligible entities if awarded. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 13 of 14 3. Explain how your company plans to market this agreement to existing government customers. 4. Provide the revenue that your organization anticipates for the first three (3) years of this agreement. $ in year one $ in year two $ in year three Additional Services: Bidder should list in the qualifications document all related supplies, equipment, services, installation, repair, maintenance, and hourly fee according to category offered on this contract. Offering must be related to this category. No inappropriate offerings will be considered. All work shall be performed in accordance with the requirements set forth in the resulting contract and each mutually agreed upon work request or purchase order issued by TIPS participating members. RFP-FLEET LEASING AND MANAGEMENT SERVICES—Due June 10,2016 at 3:00 P.M. The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 14 of 14