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

payable by Lagee to refiect any such change and Lessee agrees to furnish Lessor with satisfactory proof of Insurance coverage within tan (10) days after malling of the notice. In addition, Lessor may change the rates charged by Lessor under this Seation 17(b} for physical damage walver and/or commercial automobile lability anraliment upon giving Lessee at least thirty (30) days prior written: natlee. . 12. INDEMNITY: Lasse agrees to defend and Indemnity Lessor, Servicer, any offer agent of Lessor and thelr reapactive successors and assigns from and against any and all losses, damages, ltabilitles, suits, claims, damands, costs and expenses (Including, withaut limitation, reasonable attomeys' fees and axpenses) which Lessor, Servicer, any other agent of Leasor-or any of thelr respective successors of assigns may incur by reason of Leasee's breach or violation of, or failure ta observe or perform, any term, provision or covanant of this Agreemant, or as a result of any loss, damage, theft or destruction of any Vehicle ar related to or arising out of ar In connection with the use, operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or tanmination of this Agreement, 48, INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANGIAL STATEMENTS: Lossea agreed to accomplish, at lis expense, all inspections of the Vehicles raquirad by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of thelr respective successors of assigns will have the right te Inspect any Vehioie at any reasonahle time(s) during the Tem and for this purpose fo enter Into or upon any building or place where any Vehicle is located, Lessee agrees to comply with all odometer disclosure jaws, rules and reguiatlons arid to provide such watten and signed disclosure information on such forms and In such manner as directed by Lessor, Providing false information or failure to complete the adomeier disclosure form as required by law may rasult In fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and othar financlal information ragarding Lessee as Lessor may ftom time to time reasonably request. 44, DEFAULT; REMEDIES: The following shall consiltute events of default (‘Events of Default) by Lessee under this Agreement: (a) if Lessee falls to pay when due any rent or other arount due under this Agreement and any such failure shalt ramain unramediad for ten (10) days; (b) if Lasaee fails to perform, keep or observe any term, provision or covenant contained in Saction 14 of this Agreement; (c) if Leasaa falls ta perform, keap or observe any ather term, provision or covenant containad In this Agreement and any auch falluge stall remain unremedied for thirty (30) days after written notloe thereof ls given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any ofher aet (olhar than a Casually Ocewrenca) otherwise rendering any Vahicle unsultuble for use {a8 determined by Lesser): (@) if any present or future guaranty Int favar of Lessor af all or any portion of the obfigations of Lessee under this Agreement shall at any time for any reason cease to be In full force and effect or shall ba declarad to ba null and vold by a court of competent jurisdiction, or ifthe validity or enforeeabitity of any such guaranty shall be contested or danled by any guarantor, or if any guarantor shail deny that It, he ar she has any further liability or obligation under any such guaranty or if any guarantor shall fall to comply with or observe any of tha terms, provistons or conditions contained in any such guaranty; (f) the occurrence of a material adverse change In the financial condition or business of Lessee ot any guarantor; or (g) if Lassee or any guarantor fs In default under or falls {9 comply wilh any other present or fulure agreement with of In favor of Lessor, The Crawford Group, ino, or any direct or indirect subsldlary of The Crawford Group, Inc, For purposes of this Section 74, the tam “guarantor” shall mean any present or future guarantor of all or any partion 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 élection of-remedias being deemed made), the following remedias: (a) Lessor may demand and raceive immediate possession of any or all of the Vehicles from Lessee, without releasing Leases from its obligations under this Agreemant; If Lessee fails to surrender possession of the Vehiclaa fa Lassor on default (or termination or expiration of tha Term), Lessor, Servicer, any other agent af Lessor and any of Lessor’s independent contractors - shall have the right to enter upon any premises where the Vehicles may be locatad and to remove and repossess the Vehicles: (b) Lessor may enforce performance by Lessee of lls obligations under this Agreement; (¢) Lessor may recover damages and expanses sustained by Lessor, Servicer, any other agent of Lessor cr any of their respective successors or asaigns by reason of Lessee's default Including, to ine extent permitted by applicable taw, all costs and expenses, Including court costs and reasanable attorneys’ fees pnd expenses, Incurred by Lessor, Servicer, any other agent of Lasser or any of their respective successors or assigns in atiempting or effecting enfarcement of Lessors rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d} upan wriiten notice to Lessee, Lasaor may terminate Lessaa’s yhts under this Agreement; (2) with respect to each Vehicle, Lessor may recover from Lessee ()) alther the Vehicle (in the condition required by Section 4) or Taltinls; BEM Cusk Page 3 s/c asnientesumasetie the estimated undamaged wholesale value of the Vehicte (as determined by Lessor in good faith) plus {It) all acorued and unpaid rent for such Vehicle for the period ending on, and all other amounts owed by Lessee with respect to such Vehicle as of, the date all of the amounts owed by Lessee to Lessor under this clause (@) (including the amounts owed under this subclause {/)) are paid in full (the “Payment Date’) plus (iii) an amount equal to three (3) months rent plus (lv) Thirty Percant (20%) of the total future rent due under the applicable Schedule for tha period commencing on the Payment Date and ending on the last day of the scheduled Term; and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Unifarm Commercial Code, any other applicable law or In equity. A termination of this Agreement shall occur only upon written notice by Losaor ta Lassea. Any terminatlon shall not affact Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination ar Lessee's obligation to pay any indemnittles under thie Agreement. All remedies of Lessor under this Agreement or at taw or in equily are curnutative, 15, ASSIGNMENTS: Leasor may from time to time assign, ptadge or tranatar thie Agreement and/or any or all of ta rights and obligations under this Agreement to any parson or entity, Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become dua to Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferae of any rights or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to lt. Lessea's rights and interest In and to the Vehicles are and will continue at ail times to be subject and subardinate In alt respects ta any assignment, pladge or transfer now or hereafter executed by Lesaor wilh or.In favor of any such assignee, pledges or transferee, provided that Lessee shal! have the right of quiet enjayment of the Vebicies so long as no Evert of Default under this Agraement tas occurred and Is continuing. Lessee acknowledges and agrees that the rights of arly assignee, pledges or transferee in and to any antounts payable by the Leases under any provisions of this Agreement shall be absolute and unéenditional and shalt not be subject to any abatement whatsoever, or to any defense, setoff, counterclalm or recoupment whalscever, whether by reason of any damage ic or iogs or destruction of any Vehicle or by reason of any defect in ar fallure of title of he Lessor or Interruption from whatsoever cauge In the use, operation or possasgian of any Vehicle, or by reason of any Indebtedness or lability howsoever and whenever arlsing of the Lessor or any of its affiltates 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, iransfer or pledge this Agreement, any Vehicle, or any Interest in this Agreement or in and to any Vehicle, or parmit its rights under this Agreement or any Vehicleto be 4 ubject to-any lien, charge or encurnbranse. Lessee's Intarest fn this Agreement is not assignable and cannot be assigned or tansferred by operation of aw. Lesaea will not transfer or relinquish possesston of any Vahicle (except for the sole purpose: of repalr or service of euch Vehicle) without the prior writen consent of Lessor. 46, MISCELLANEOUS: This Agraement contains the entire understanding of the parlies. This Agreement may only be amended or modified by an Instrument In welting executed by both parties. Lessor shall not by any act, delay, omisglon or othawise be deemed to have walved any of its tights or remedies under this Agreement and no walver whatsoever shall be valld unteas in writing and signed by Lessor and then.only to the extent therein set forth. A waiver by Lessor of any right or ramedy under this Agreement on any one occasion shall not be-construed as a ber to any right or remedy, which Lessor would otherwise have on any future cecasion, If any term or provision of this Agreement orany application of any such term or provision is. invalid or unenforceable, the remainder of this Agreament and any other application of such term or provision vill not.be affected thereby, Glving of all’ notices under this Agreement will ba sufficient If malled by cevtlfled mail to a parly at Its address set forth belaw or at such other address as such parly may provide In writing from fime to time. Any such notlce mallad to such address will be effective one (1) day after deposit in the United States mall, duly addressed, with cerliffad mail, postage prepaid. Lessee will promptly nollfy Lessor of any changa in Lassee’s address. This Agreement may be executed in multiple counterparts (including facsimile end pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will bé the orlginal 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 jolnt and gaveral, 17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 5, this Agreement will be binding upon Lessee and Its hairs, executors, personal reprasentalives, successors and assigns, and will inure fo the benefit of Lessor, Senicdr, any oiher agént of Lessor and thelr respective successors and assigns, This Agreement will be governed by and construed in accordance with (he substantive laws of the State of Missouri (determined without reference to conilict of law principles). 18, NON-PETITION: Each party hereto heraby covenants and agrees that, prior te the date which is one year and one day alter payment In full of all indabledniess of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insalvency of liquidation proceedings or ather similar