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

proceeding under the laws of the Unlled States or any state of the United States, The provisions of this Saction 18 shall surviva termination of this Master Walkaway Leasa Agreement. IN WITNESS WHEREOF, Lesaor and Lansee have duly executed this Master Walkaway Lease Agreement as of lhe day and year first above written. LESSEE: Okaloosa County, FL LESSOR: By: By: By: | Charles E, Cain Title: Tite: Group Salas Manager Address: State Road 84 Norlb Address: 200 Vestavia Pkwy Ste, 3700 | Eglin AFB, FL Birmingham, AL 92642 , 35216 Date Signed: Ey he a , lO Date Signed 13 ol é Initials; EPM Mw ; Page 4 MAINTENANCE AGREEMENT of ay A Febyqa, doit This Maintenance Agreement (this “Agreement’) Is made and entered Into thls. sikth.dayal.Qctabar,2071by Enterprise Fleet Management, Ino., a Missouri corporation ("EFM"), and Okalogsa County, FL ("Lessee"). WITNESSETH 1. LEASE. Refarence Ia hereby made to that certalts Master Walkaway Lease Agreement dated as of the sixth day of Catober, 2017, by and between Enterprise FM Trust, a Delaware siaiutory lust, as lessor (‘Lessor’), and Lessea, as lessee (as the same may from time to tine.ba amended, modified, extended, renawed, supplemented or restated, the Lease”), All capitalized terms used and not olherwise defined in this Agreement shall have the respective meanings agoribed to tham In the Lease. ’ 2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lesseo pursuant te the Lease ta the extent Section 4 of the Schedule far such vehicles Includes a charge for malntenanee (ihe “Cavared Vahicle(s)’). 3. TERM AND TERMINATION, The term of this Agreement ("Term") for each Covared Vehicle shail begin on the Delivery Date of such Covarad Vehicle and shall continue until the last day of the “Tarni* (as defined tn the Lease) for such Covered Vehicle uniess earlier terminated as sel 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 ragpect to any or afl of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other parly. The termination of this Agraement with respect ta any or all of the Covered Vehicles shall not affect any rights or obligations under tila Agreement which shall have previously accrued or shall thereafter arise with respect to any occurrence prior to termination, and such rights and abligations shall continue to be governed by the terns of thie Agrasment, 4, VEHICLE REPAIRS AND SERVICE, EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and cenditions of this Agreement, it will pay for, or relmburse Lessee for iis payment of, all costs and expenses incurred in connection wilh the maintenance or repalr of a Covered Vehicle. This Agreement does not cover, and Lesses: will remain responsibte for and. pay for, (a) fuel, (b) oil and other flulds between “changes, (c) tire repair and replacement, (d) washing, (9) repair of damage due ta lack of maintenanae by Lessee between schedulad services (including, without limitation, fallure fo maintain fluid levels), (F) malntenanee or rapair of any alterations to a Covered Vahicle or of any afier-market componenis (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory-Instalfed components and does not cover maintenance or repair of chassis alterations, add-on bodies (Including, without imitation, step vans) or other aquipment (including, without limitation, tft gates and PTO controls} which is Instaled or modified by a dealer, bady shop, upfitter or anyone alse other than the manufacturer of the Covered Vahicle, (9) any service and/or damage resulting from, related fo or arising out of an acoldent, a collislon, theft, fire, freezing, vandalsm, riot, explosion, other Acts of Gad, an object striking the Covered Vehicle, Improper use of the Goverad Vehiate (Ineiuding, without limitation, dtiving over curbs, overtaading, racing or ather competition) or Lessee's failure to maintain the Covered Vehicle as required by the Lease, (h) roadside assistance or towing for vehicle maintenance purposes, {|} mobile services, (j) the cost of laaner or rental vehicles or (1) If he Covered Vehisie isa truck, {I} manual transmission clutch adjustment or replacemantt, (jl) brake adjustment or replacement or {Il} front axle alignment. Wherever it js necessary ta have a Covered Vehicle serviced, Lessee agrees to have the necessary work parformed hy an authorized dealer of such Coverad Vehicle or by a.service facility acceptable fo EFM. in every casa, if the sost of such service will excaed $60,00, Lassee musi notify EFM and obtaln EFM's authorization for such service and EFM's instructions as ta where such service shall ba made and the extant of service to ba obtained, Lossae agreas:to furnish an invoice for all service to a Gavered Vehicle, accompanied by a copy of the shop or service order (odometer mileage must ba shown on each shop or service order), EFM will not be obligated to pay for any unauthorized charges or those exceeding $60.00 for one service on any Covered Vehicle untass Lessee has complied with the above terms and conditions. EFM wili not have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unieas otherwise agreed to by EFM. Notwithstanding any other‘provision of this Agraament to tha contrary, (a) all service performed within one bundred fwenty (120) daya. prior to the last day of the scheduled “Term” {as datined In the Lease) for the applicable Covered Vehicle must be suthorized by and have the prior consent and approval of EFM and any service not so authorized will ba the responsibility of and ba paid for hy Lesses and (b) EFM Is not required to provide or pay for any service to any Covered Vehicta after 100,000 miles, , 6. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card (the “EFM Gard") for use In authorizing the payment of charges incurred in connection wilh the maintenance of the Coverad Vehicles. Lessee agrees ta be liable to EFM for, and upon recelpt of a monthly or other statement from EFM, Lessee agrees to prompily pay to EFM, all charges: made by or for the accaunt 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 ofthe EFM Gard at any me. The EFM Card remains the praparty of EFM and EFM may revoke Lesgee's right to possess or use the EFM Card at any time, Upon the termination of this Agreement ar 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, ifthe first day of the Term for a Govered Vehicle Is other than the first day of a calendar month, Lessee will pay EFM, on the first day of tha Term for such Goverad Vehicle, a pro-rated maintenance fee for the number of days that the Dalivery Date pracedes the first monthly maintenarice fee payment date. Any monthly maintenance fee or ather amount owed by Lessaa to EFM under this Agreement which is not paid within lwenty (20) days affar its due clate will accrue Interast, payable Upon demand of EFM, from the date due unill paid in full at a rate per annum equal to the lesser of ()) Eighteen Percent (18%). per annum or {1I} the highest rate allowed by applicable law. The monthly malnlenance fee sat forth on each applicable Schedule allows the nurnber 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, 48 an agant for EFM, to dill and collact amounts due to EFM under this Agreement from Lessae on behalf of EFM. , 7. NOWARRANTIES, Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for maintenance and/or rapalr sarvicas on the Covered Vehicles to be performed by third parties, EEM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUGTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTIGULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE OR QUALITY, ANY DEFECT IN THE PERFORMANGE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT RELIEVE LESSEE OF {TS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT. Initiais: EFM Whe ; Pape | LL a a Te aa aa a TT Or a en aerate owe t 8. LESSOR NOT A PARTY. Lessor is not a party fo, and shalt have no rights, obligations or dutles under or in respect oj, this Agreement. 9% NOTIGES. Any notice of other cammunication under this Agreement shall be in welting and delivered In person or sent by facsimile, recognized overnight courler or registered or cartifed malt, raturn racaipt requested and postage prepald, to the applicable party atlis address or facalmile number set forth on the signature page of this Agreement, or at such other address or facsimile number as any party fiereto may designate ag tts address ar facsinite number for communications under thls Agreement by notice 80 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 frat (1st) business day after the day on which sent, if sent by recognized overnight courler or on tha third (3rd) business day after the day on which mailed, If sent by registered or certified mall. 10. MISCELLANEOUS. This Agreement embodies the antire Agreement between the parties retating lo the subject matter hereof, This Agreement may be amended only by an agreement in writing signed by EFM and Lessee, Any provision of this Agraamentwhich is prohibited of unenforceable In any . jurlediction shall, as to such jurisdiction, be Ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of thls 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 herate and thelr respactive successors and assigns, except that Lessee may not assign, transfer or delagate any ofits rights or obligations under this Agreement without the prior writtan consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of tha Stata of Missourl (wiltrout reference to conflict of law principles). IN WITNESS WHEREOF, EFM and Leasee have. axecuted this Maintariance Agresment as of the day and year first above wiltten, LESSEE: Okaloosa County, FL ay ad, . aoe By: Charles &, Cain Tithe: i Tite: Group Sales Manager Address: State Road 88 North : Address: 200 Vestavia Pkwy Sta, 3700 Eglin AFB, FL i Birmingham, AL. . 32842 : 36218 Attention: : Attention: Facsimile No.: | Facsimile No,: , Zé Date Signed: , : Date Signed f, 2 ha S Le vi. (ope. | Initials; m/e Pape 2 AMENDMENT TO MASTER WALKAWAY LEASE AGREEMENT : Mi THIS AMENDMENT (‘Amendment’) dated this Hay of Ebr stashed fo, and made a part of, the MASTER WALKAWAY LEASE AGREEMENT entered into on the (‘Agreement’) by and betwaen Enterprise FM Trust elawara statutory trust (“Lessor’) and Okaloosa County ("Lessee"). Thia Amendment is made for goad and valuable consideration, the recelpt of which Is