Okaloosa County BOCC — July 1, 2014 — Enterprise Fleet Management Lease Extension — reading text

law, cule, regulation or ordinance, Lessee agrees that It will not pannit any Vehicle to he located In 4 state other than the state In which such Vehicle fs then Utled for any continuous period of time that would require suctr Vehicle to become subject to the titling and/or registration laws of suols other state. § MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES: (a) Lessee agrees, at ite expense, to ¢) maintain the Vehicles In goad condition, repair, maintenance and rurtning order and In accordance with all manufacturer's Instructions and warranty requirements and all {egal requirements and (I) furnish alt thor, materials, parts and other essentials required for tha propar operation and maintonance of the Vehicles. Any alterations, additlons, replacement parts or improvements to a Vehicle will become and remain the property of Lessor and will be returned with such Vehicla upon such Valicle's return pursuant to Section 4, Notwithatanding the foregoing, 80 long aa no Event of Default has occurred and Is continuing, Leasee shall have the right to remave any additonal equipment installed by Lessee on a . Vehicle prior to refurning such Vehicle to Lessor under Sectian 4 $0 long as Lessee repairs any damage to such Vehicle caused by such removal. The value of such alterations, additions, replacament parts and Improvements will Inno instance be regarded as rant. Without the prior vaitten consent of Lessor, Lassea will not make any alterations, additions, replacement parts or improvaments to any Vehicle which detract from Its economic value or functional uillity, Lessor will not ta required to make any repairs or replacements of any nature or dascription with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in connection wilh any Vehiole or this Agreement. {b) Lessor and Lessee acknowledge and egrae that It Sectlon 4 of a Schedule Includes a charge for maintenance, () the Vehicle(s) covered by such Schedule are subject to a separate maintenance agreament between Enterprise Fleat Management, Inc. and Lessee and (i) Leasor shall have no liability or rasponsibillty for any failure of Enterprise Fleet Management, Inc. to perform any of ite obligatiane thereunder or to pay or reimburse Lassee for |ts payment of any costs and expenses Incurred Jn connection with the maintenance or repalr of any such Vehiole(a). 8. 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, CAPAQITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUGH 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 MANUPAGTURER 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 15,” WITH ALL FAULTS.” All warrantias made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lesseo's only remedy, if any, Is againet the supplier, vendor or manufacturer of the Vehicle, ‘ (c) None of Lessor, Servicer or any other agent of Lessor will be llable to Lessee for any fablity, clam, toss, damage (direct, incldantal or consequential) of expense of any kind or nature, caused directly or Indirectly, by any Vehtcle or any inadequacy of any Vehicle for any purpose or any defect (latent or patent} in any Vahicte or the use or maintenanee of any Vehlole or any repair, servicing oc adjustment of or to any Vehicle, or any delay In providing or fallura to provide any Vehi¢le, or any Interruption or fogs of service or use of any Vehicia, or any loss of business or any damaga whatsoever and however caused. fn addition, none of Lessor, Servicer or any other agent of Lessor will have any llabllity to Lessee under this Agreement or under any arder authorization form executed by Lassee If Lessor ts unable to locate or purchase a Vehtole ordered by Lessea or for any delay i delivery of any Vehicle ontered by Lessee. 10. RISK OF LOSS: Lessee assumes and agreas to bear the entire risk of loss of, theft of, damage to or destruction of any Vehiele front any cause whatsoever (‘Casualty Occurrence’). bo tha event of a Casually Occurrence to a Vehicle, Lessee shail give Lessor prompt notice of the Casually Ocourtence and thereaiter will place the applicable Vehtcle In good repair, candition and working order; provided, however, that If the applicable Vehicle is determined by Lessor to be lost, stolen, destroyed or damaged beyond rapalr (a "Totaled Vehicle”), Lessee agrees to pay Lessor no later than the due data of the next following monthly rent payment with respect to such Totaled Vehicle the total of (i} all rent and other amounts, if any, due at the time of such payment and allacable to the Totaled Vehicle glug ({i) the replacement value, aa determined by Lessor in good falth, of the Totaled Vehicle irmediately prior to the Casualty Qcourrance. Upon such payment, this Agreement will terminate with respeot to such Totaled Vehicle, 41. INSURANGE: {a) Lessee agregs to purchase and maintain in force during the Term, insurance policies In at least the amaunts listad below covering each Vehicle, to be written by an Insurance company or companies satisfactory to Lessor, Insuriag Lessee, Legsor and any other person or entity dasignated by Lessor against any damage, claim, sult, action or liability: : () Commearciat Autamobila Liabillly Insurance Gingluding Uninsured/Underinsured Motorist Coverage and No-Fault Protection where required by law) for the limits ilsted below (Note ~ $6,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductibte |s required for each Vehicle capable of transporting more than 8 passengers): . Stale of Vehicle Registration, Coverage Connecticut, Masschusatts, Maine, New Hampshire, New $1,000,000 Combined Single Limit Bodily Injury and Property darsey, New York, Pennsylvania, Rhode sland, and Vermont Damage - No Deduotible Florida $600,000 Combined Single Limit Bodily Injury and Proparty Damage ox $100,000 Bodliy Injury Per Person, $300,000 Per poauitenca and $50,000 Property Damage (100/300/50) ~ Ne Deductible All Other States $200,000 Combined Singie Lirait Bodily Injury and Property Damage or $100,000 Bouily Injury Per Pearson, $300,000 Par Occurrence and $50,000 Property Damage {100/300/80) - No Deductible (il) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle, Maximum daduatible of $800 per occurrence - Collision and $250 per occurrence - Comprehensive), If the requirements of any govemmental or ragulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher insurance requirements. Leasee agrees that each required polley of insurance will by appropriate endorsement or ottarwise name Lessor and Initials; EFM Cust Page 2 i) any other person ar antily designated by Lessor aa additional Insurads and loss payeos, a8 thelr respective Interests may appear. Further, each such Insurance policy must provige the following: (I) that the same may not be cangellad, changed or modified until after the Ingurar has given to Lessor, Servicer and any other person or entity designated by Lessor at feast thirty (30) days prior written notice of such proposed cancellation, change or modifeattan, (i) that no act ar default of Lessee or any other person ar ently shall affact the dght of Lescor, Servicer, any attier agent of Lessor or any of thelr roapective successors or assigns to racover under such policy or policies of insurance In the event of any lose of or damage to any Vehicle and (il) that the coverage is ‘primary coverage” for the protection of Lessea, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any othor coverage carried by Lessee, Lasser, Servicer, any other agent of Lessor or any of thelr raapective successors oF assigns protecting against similar risks. Original certificates avidertcing such coverage and naming Lessor, Sarvicer, any other agant of Lesgor and any other person or entity designated by Lessor as additional insureds and loss payees shall be fumisted to Lessor prior to tha Delivery Date, and annually thereafter and/or aa reasonably requested by Lessor from time to time. tn the evant of defauli, Lessae hereby appoints Lessor, Sarvicer and any other agent of Lessor as Lessea's attomey-in-fact to receive. payment of, to endorse all checks and other documents and to take any other aallons hecesaary to pursue Insurance clalins and recover paymenta If Lessee falls to do 50. Any expense of Lessor, Servicer ar any otfter agent of Lessor in adjusting or collecting Insurance shal! ba barne by Lessee, Leases, its divers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any Insurance carclare In the Investigation, defense and proseculton of all claims or sults arising from the use or operation of any Vehicle. If any claimis made or action commenced for death, persenal injury ar property damage resuliing from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly natlly Lessor of such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connaciton with such claim or action. {b) Notwithstanding the provisions of Gection 11(a) above: (|) if Section 4 of a Schedule includes 4 charge for physical damage walver, Lessor agrees ihat (A) Leasee will not be required to obtain or maintain the minimum physical damage Insurance (collision and comprehensive) required under Section 11(a) for the Vehicle(a) coverad hy such Schedule and (8) Lessor will assume the risk of physical damage (collision and camprahensive) to the Veahlolats) covered hy such Schedule; provided, however, that such physical damage walvar shall not apply to, and Lessee shall ba and remain Hable and responsible for, damage to a covered Vehicle caused by wear and tear of machanical breakdown or failure, damage to or logs of any parts, accagsoreas or comporients added to a covered Vehicle by Leases without tha prlor written consent of Lessor and/or damage to or logs of any property andar personal effects contalnad in a cavered Vehicle. in the event of a Casually Occurrence to a covered Vehicle, Lessor may, at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vahicle will then constitute the “Vehicle” for purposes of this Agreement; and (1) if Section 4 of a Schedule Includes a change for commercial automobile llabitity enrollment, Lessor agress thal it will, at its expense, obtain for and on behalf of Lassae, by adding Lessee ag an additional Insured under a commercial automobile ilability insurance pollcy Issued by an insurance company selected by Lessor, commercial automobile Hability Insurance satisfying the mininum commercial automobile ttablilty insurance required under Section 14(a) for the Vehiole(s) cavared by such Schedule, Lessor may at any tine durtig the applicable Term terminate sald obligation to provide physical damage waiver and/or commercla) automobite Habillty enrollment and cancel such physical damage waiver and/or commercial autornobile Habiliy enrollment upon giving Lessee at [east ten (10) days prior watten notice, Upon such cancellation, Insurance in the minimum amounts ag gat forth in 11(@) shalt be obtained and maintained by Lessee at Lessae's expense. An adjustment will be made in monthly rental charges