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2017-395-E AMS - Enterprise Fleet Management for FY 2017-18 leased vehicle program
DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 SERVICE AGREEMENT This Agreement is entered into as of the j day of August, 2017, by and between Enterprise Fleet Management, Inc., (EFM), a Missouri corporation, and Orange County, North Carolina(County). WITNESSETH: Enterprise Fleet Management, Inc. is the "Servicer' as denoted by the MASTER WALKAWAY LEASE AGREEMENT that is by and between Enterprise FM Trust. a Delaware statutory trust and Orange County.North Carolina. Scope of Service: This Agreement and the Master Walkaway Lease Agreement shall be effective upon execution by both parties for an Initial one(1)year period,with the option for up to four(4)successive one-year renewals. This Agreement is not to exceed the amount of Twenty- Five Thousand Dollars($25,000.00)during the initial one(1)year period or during any individual successive renewal period,without a duly executed written amendment to this Agreement. Any additional vehicles requested by the County after the initial agreed upon deliveries will increase the above stated amounts. Indemnity: Enterprise Fleet Management, Inc. ("EFM")agrees to defend and indemnify Orange County, North Carolina from and against any and all losses,damages,liabilities,suits,claims, demands,costs and expenses(including,without limitation,reasonable attorneys'fees and expenses)which Orange County, North Carolina may incur by reason of EFM's breach or violation of,or failure to observe or perform,any of its obligations as Servicer(EFM in such capacity,"Servicer")for Enterprise FM Trust in connection with the Master Walkaway Lease Agreement between Orange County,North Carolina and Enterprise FM Trust dated as of the date hereof,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,In each case, while the Vehicle was in possession of the Servicer. Non-Discrimination: EFM shall at all times remain in compliance with all applicable local,state, and federal laws,rules, and regulations including but not limited to all state and federal anti- discrimination laws, policies,rules,and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http:llwww.orangecountync.gov/departments(purchasing_division/contracts.php.).Any violation of this requirement is a breach of the Agreement and Lessee may immediately terminate this Agreement without further obligation on part of the Lessee.This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Lessor affirms that EFM is and shall remain in compliance with Article 2 of Chapter 84 of the North Carolina General Statutes. By executing this Agreement EFM certifies that EFM has not been identified,and has not utilized the services of any agent or subcontractor,on the list created by the State Treasurer pursuant to G.S. 147-86.58. Signatures:All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. IN WITNESS WHEREOF, EFM and Orange County, North Carolina have executed this Service Agreement as of the day and year first above written. DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 errtgs'®OIrge County, North Carolina beEKIEFIFIRISE FLEET MANAGEMENT INC. 56tiutA,tt, tka"mt,irstt,t i ∎t -= fif. 11,11,7 0637994B755E477... 066A90A6C865467... By. Bonnie Hammersley By: Matthew Berblinger Title: County Manager Title: Regional Sales Manager Address: 2-00 South Cameron Street Address: 4817 Hargrove Road Hillsborough,NC 27278 Suite , Kaleighgh N C 27616 DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 nterprise FLEET MANAGEMENT MASTER WALKAWAY LEASE AGREEMENT 4 Au i+ This Master Walkaway Lease Agreement is entered into this Y 'i day of ,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:LessorherebyleasestoLesseeandLesseeherebyleasesfromLessorthevehicles(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 Walkaway Lease Agreement and the various Schedules and addenda to this Master Walkaway 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,"Service')may administer this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed byLessor. 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. 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 Tenn(whether by reason of expiration,early termination or otherwise). (b)The monthly rental rate allows the number of miles per month as set forth in the applicable Schedule,Lessee agrees to pay Lessor at the end of the applicable Term(whether by reason of expiration,early termination or otherwise)an excess mileage charge for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule, (c)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. (d)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"), (e)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. (I) 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 EnterpriseFleetManagement,Inc.ofanymaintenanceagreementbetween Enterprise FleetManagement,Inc.andLesseecoveringanyVehicleregardiessofthecause 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 allowonly duly authorized,licensed and insured drivers louse 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 eventwill 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 grits risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as maybe designated by Lessor,In the same repair,condition and working order as at the commencement of the applicable Term,reasonable wear and tear resuldng from proper use excepted. If a Vehicle is not returned in the required condition,Lessee agrees to pay Lessor,at Lessor's option,the estimated cost to restore such Vehicle to such condition,or the actual cost of restoration, DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 if the Vehicle is restored. 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 prorated 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. 5. COSTS,EXPENSES,FEES AND CHARGES:Lessee agraestopay ail costs,expenses,fees,charges,fines,lickets,penaltiesand taxes(otherthanfederalandslate 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 tilled 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 orlocal law,rule,regulation or ordinance. Lessee agrees that it wi't 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 stale, 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)furnish 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 returned 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 so long as Lessee repairs any damage to such Vehicle caused by such removal,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 NOTA MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE. (b) LESSOR MAKES NOREPRESENTATION 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,'Ali 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 due date 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 allocable to the Totaled Vehicle plus(ii)the replacement value,as determined by Lessor in good faith,of the Totaled Vehicle immediately prior to the Casualty Occurrence.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, DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 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 Reoletration Coverage Connecticut,Massachusetts,Maine,New Hampshire,New Jersey, $1,000,000 Combined Single Limit Bodily Injury and Property Damage New York,Pennsylvania,Rhode island,and Vermont -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 PropertyDamage(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). If the requirements of any governmental or regulatory agency exceed the minimums staled 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 foss 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 orentity designated by Lessor at least thirty(30)days prior written notice of such proposed cancellation,change or modification,(ti)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 similarnsks,Original certificates evidencing such coverage end naming Lessor,Servicer,any otheragentof 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 attome •In-fact to receive payment of,to endorse all checks and other documents and to to ke any other actions necessary to pursue insurance claims and recover payments if Lessee fa Is 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 properly 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 bysuch 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 s' 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 alllosses,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. DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 gg 13. INSPECTION OF VEHICLES;ODOMETER DISCLOSURE;FINANCIAL STATEMENTS:Lessee agrees to accomplish,at its expense,ail inspections of the Vehides required by any governmental authority during the Term, Lessor,Servicer,any other agent of Lessor end any of their respective successors or assigns will have the right to Inspect any Vehicle at any reasonable lime(s)during the Temi 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 lime reasonably request. 14. DEFAULT;REMEDIES;The following shall constitute events of default("Events of Defaulr)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 unremedled 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 oranyother 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 at 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 vetidity 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 recoverdamages and expenses sustained by Lessor,Servicer,anyother agent of Lessor orany of their respective successors orassigns byreason 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 under this Agreement;(e)with respect to each Vehide,Lessor may recover from Lessee(i)either the Vehicle(in the condition required by Section 4)or the estimated undamaged wholesale value of the Vehicle(as determined by Lessor in good faith)plus(ii)all accrued 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 (e)(including the amounts owed under this subclause(i))are paid in full(the Payment Date')plus(iii)an amount equal to three(3)months rent plus(iv)Thirty Percent(30%)of the total future rent due under the applicable Schedule for the period commencing on the Payment Date end 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 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 j 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 Lesser 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 bythe 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 titre 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 Agreementis 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 solo 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 Slates 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 DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 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, 97. SUCCESSORS AND ASSIGNS;GOVERNING LAW:Subject to the provisions of Section 15,this Agreement will be bindingupon Lessee andits 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 slate of the United States.The provisions of this Section 18 shall survive termination of this Master Walkaway 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 goveming 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 an 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 wig 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 Walkaway Lease Agreement as of the day and year first above written. LESSEE: Orange County,North Carolina DocuSigned by: LESSOR: Enterprise FM Trust r By: �°jbv In' !_(- tMtiltkii Enterprise Fleet Management,Inc.' tamnie)iihPPaE4y ' ' e Bonnie Hammersley _ 063/994B/55E477... Matthew Berblinger /%�i�-�— rue: County Manager sy: OReA4nAFC865467._ rue: Regional Sales Manager Address: 200 South Cameron Street Hillsborough,NC 27278 Address: 4817 Hargrove Road Suite 109 Raleigh,NC 27616 Date Signed; 8/22/2017 Date Signed: 8/18/2017 _::. g=am DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 AMENDMENT TO MASTER WALKAWAY LEASE AGREEMENT THIS AMENDMENT("Amendment')dated this day of ly 2017 is attached to, and made a part of, the MASTER WALKAWAY LEASE AGREEMENT entered Into on the day of July,2017("Agreement")by and between Enterprise FM Trust, a Delaware statutory trust("Lessor)and Orange County. North Carolina ("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 Walkaway Lease Agreement is amended to read as follows: (e)If Lessee falls to pay any amount due under this Agreement and any such failure shall remain unremedied for ten (10)days or to comply with any of the covenants contained in this Agreement,Lessor,Servicer or any other agent of Lessor may,at its option with notice to Lessee,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, Section 3(f)of the Master Walkaway Lease Agreement is amended to add the following additional paragraph: In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim Involving the Vehicle, Lessor will, In good faith, attempt to resolve the Lessee's claims In a manner satisfactory to all parties end Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with the Vehicle's manufacturer with respect to claims relating to such Vehicle. Notwithstanding the foregoing, the Lessee Is not waiving its right to otherwise pursue claims against the Lessor in any manner not inconsistent with the provisions of this Agreement, Section 9(b)of the Master Walkaway Lease Agreement is amended to read as follows: (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 TO THE EXTENT ALLOWED BY NORTH CAROLINA LAW. 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. Section 9(c)of the Master Walkaway Lease Agreement is amended to read as follows: (c)Except in the event of the negligence or willful misconduct of Servicer or any other agent of Lessor,to the extent allowed by North Carolina law, 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, Notwithstanding any provision contain in this Agreement to the contrary, Lessee shall not be liable to Lessor for any consequential, incidental, punitive or special damages of any kind (including,but not limited to,lost profits)arising out of this Section 9(c). In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim involving the Vehicle, Lessor will, in good faith,attempt to resolve the Lessee's claims in a manner satisfactory to all parties and Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with the Vehicle's manufacturer with respect to claims relating to such Vehicle. Section 10 of the Master Walkaway Lease Agreement is amended to read as follows: To the extent permitted by North Carolina law and without waiving governmental immunity, 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 DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 damaged beyond repair(a"Totaled Vehicle"), Lessee agrees to pay Lessor no later than the due date 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 allocable to the Totaled Vehicle plus(ii)the replacement value,as determined by Lessor in good faith,of the Totaled Vehicle immediately prior to the Casualty Occurrence. Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle. Section 12 of the Master Walkaway Lease Agreement is amended to read as follows: RESPONSIBILITY: To the extent permitted by North Carolina state law, Lessee shall be responsible for any and all losses that Lessor incurs,or claims,demands, or rights of action that may be asserted at any time against Lessor, which arise as a result of(i) Lessee's breach of this Agreement; (ii)the use, operation or condition of any of the Vehicles,or(iii)Lessee's lease of the Vehicles pursuant to this Agreement, 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 responsibility provision is not intended to be a waiver of any governmental immunity afforded to Lessee pursuant to the North Carolina state law. Section 14(g)of the Master Walkaway 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 14,second paragraph of the Master Walkaway Lease Agreement is amended to add the following additional paragraph: Termination: Lessee reserves the right to cancel this Agreement for any reason at all upon thirty (30)days prior written notice to Lessor, In the event of such termination, Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination in accordance with Section 3 of this Agreement Additionally, termination should not affect Lessee's obligation to pay any responsibilities under this Agreement. Section 15,first paragraph,of the Master Walkaway Lease Agreement is amended to read as follows: 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. Lessor will provide written notification in the event of a non-financial assignment. 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. Section 16 of the Master Walkaway Lease Agreement is amended to read as follows: 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. Neither party shall 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 the waiving party and then only to the extent therein set forth. A waiver by either party 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 waiving party 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 DocuSign Envelope ID: 3F0F44D1-D249-418D-A8C6-A7EDC761CC87 counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL"by Lessor will be the original lease for purposes of applicable law. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the extent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statute Chapter 66. All of the representations, warranties,covenants,agreements and obligations of each Lessee under this Agreement(if more than one)are joint and several, Section 17 of the Master Walkaway 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 North Carolina (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 the 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 Walkaway Lease Agreement as of the, day daily,2017: DocuSignea by: A Q., H�Su-,} --DocuSigned by: rt 0" Worth Carolina(Lessee) Ente ,' t-(Lessor) By:Enterprise Fleet Management,Inc..Its attorney In fact By Bonnie Hammersley By Matthew Berblinger Title'. County Manager rtle:_Regional Sales Manager DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 AUTHORIZED SIGNATURE CERTIFICATE The undersigned hereby certifies(I)(halite is the duly appointed County Manager Title)fororange County,North Carolina(Entity legal g name)hereafter known as"The Entity",(ii)that he/she is authorized by The Entity to execute and deliver on behalf of The Entity to Enterprise Fleet Management,hereafter known as"Enterprise"("Lessor")and the Master Lease Agreement between Enterprise and the Entity)the("Lessee"),and(iii) that the following individuals are authorized and empowered on behalf of and in the name of The Entity to execute and deliver to Enterprise Schedules to the Lease for individual motor vehicles,together with any other necessary documents in connection with those Schedules: DocuSigned by: Name Bonnie Hammersley Title County Manager Signatur �bin In it l�awlwlt VS LtAl 0637994B755E477... Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Bond Rating: Rating Agency: Federal ID#: 3 v ? S. DocuSign Envelope ID: 3F0F44D1-D249-418D-A8C6-A7EDC761 CC87 rig;A' ter prise se Et , P ; Closed-End (Walkaway) Lease Rate Quote Quote No: 3595065 Liftmen manegernerrt Prepared For. Orange County,NC Date 08/15/2017 AE/AM BMK/SM9 Unit# Year 201118 Make Ford Model Transit Connect Series XL Passenger Wagon LWB Vehicle Order Type Ordered Term 60 State NC Customer# 569639 $0.00 Capitalized Price Reduction All language and acknowledgments contained in the signed quote apply to all vehicles that are ordered under this signed quote. $0.00 Tax on Capitalized Price Reduction Order Information $0.00 Gain Applied From Prior Unit Driver Name $0.00 • Tax on Gain On Prior Exterior Color (0 P)Frozen White $0.00 • Initial Sales Tax Interior Color (0 I)Pewter w/Driver&Front Passenger Vinyl $77.25 • Initial License Fee Lic.Plate Type Unknown 5 0.00 Registration Fee GVWR 0 $200.00 OtherCourtesy Delivery Fee $0.00 • Security Deposit $0,00 • Tax on Incentive(Taxable Incentive Total $0,00) $355.15 Monthly Lease Charge(Based on Interest Rate-Subject to a Floor)^ Additional Fleet Management Master Policy Enrollment Fees $0.00 Commercial Automobile Liability Enrollment Liability Limit $0.00 $0.00 Physical Damage Management Comp/Coll Deductible tibl 010 --- Program2 Contract Miles 0 OverMileage $0.00 Full Maintenance Pro 9 Charge 3 000 Per Mile Inc!:#Brake Sets(1 set=1 Axle) 0 #Tires 0 Loaner Vehicle Not Included $0.00 Additional Services SubTotal $10.65 Highway Use Tax 3.0000% State NC $0.00 Monthly Property Tax $365.50 Total Monthly Rental Including Additional Services $0.00 Service Charge Due at Lease Termination Monthly Rental Includes 5B3 Miles Per Month Miles in Excess Of 35,000 WII Be Charged At$0.1000 Per Mite (Quote is Subject to Customers Credit Approval) Notes Enterprise FM Trust will be the owner of the vehicle covered by this Quote Enterprise FM Trust(not Enterprise Fleet Management)will be the Lessor of such vehicle under the Master Closed-End(Walkaway)Lease Agreement and shall have all rights and obligations of the Lessor under the Master Closed-End(Walkaway)Lease Agreement with respect to such vehicle. ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR. Lessee hereby authorizes this vehicle order,agrees to lease the vehicle on the terms set forth herein and in the Master Walkaway Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle. L " t1I Counly NC 6KAA,t, tku" wtlesl ,t � County ty Mana Manager 8/22/2017 TITLE DAB 571174-5755 2x77- -- •INDICATES ITEMS TO BE BILLED ON DELIVERY Capitalized Price of Vehide May be Adjusted to Reflect Final Manufacturer's Invoice.Lessee Hereby Assigns to Lessor any Manufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee,VAvch Rebates And/Or Incentives Have Been Used By Lessor to Reduce the Capitalized Price or the Vehicle. 1 Monthiy Lease Charge Mill Be Adjusted to Reflect the Interest Rate on the Delivery Date(Subject to a Floor). 2 The inclusion herein of references to maintenance lees/services are solely for the administrative convenience of Lessee. Notwithstanding are Inclusion of such references In this(Invoice/Schedule/Quote].all such maintenance services are to be performed by Enterprise Fleet Management,Inc. and all such maintenance lees are payable by Lessee solely for the account of Enterprise Fleet Management Inc,pursuant to that certain separate(Maintenance Agreemenli entered Into by and between Lessee and Enterprise Fleet Management,Inc,provided that such maintenance fees are being billed by Enterprise FM Trust.and are payable at the direction of Enterprise FM Truat,solely as art authorized agent for collection on behalf of Enterprise Fleet Management.Inc. Printed On 08/15/2017 07:23 AM Page 1 of 5 DocuSign Envelope ID: 3F0F4401-0249-418D-A8C6-A7EDC761CC87 nterprise Closed-End (Walkaway) Lease Rate Quote Quote No: 3696065 rit•or manage MOM, „ .1 1p ,1 1 a Tr,i r , ,r '/ Nil , / / ,,,,fo«rt I"lel Vq,'efftlIf(tifsillififfifai'/fl"},w ,1 ( -. , Ill Fili iffirilliftit 111111111 1 triliSt 43:11441a 41 1 I 1 IY1 ) / 4 63 °rid In, 1 I ' ( liP c l41)i I ' 1 I lilt 1 I A .artitian C $1 000 00 ..__ , 1 1 1 Total Afterrnarlent Billed 1 ___$0 Cltl Total Aftermarket E•ul.ment Ca.1talized I li 1 $100000 AftenuarketEgulpment Total GO r DS 15t-1- Printed On 08/15/2017 07 23 AM Page 2 of 5 DocuSign Envelope ID: 3F0F44D1-D249-418D-A8C6-A7EDC761 CC87 �ti 9terprise arlrr, Closed-End (Walkaway) Lease Rate Quote Quote No: 3556835 [fleet management Prepared For Orange County,NC Date 08/15/2017 AE/AM BMK Unit# Year 20t8 Make Ford Model IF-150 Series XL 4x2 Regular Cab Styleside 8 It.box 141 in WB Vehicle Order Type Ordered Term 60 State NC Customer* 569639 $0.00 Capitalized Price Reduction All language and acknowledgments contained in the signed quote apply to all vehicles that are ordered under this signed quote. $0.00 Tax on Capitalized Price Reduction Order Information $0.00 Gain Applied From Prior Unit Driver Name $0.00 • Tax on Gain On Prior Exterior Color (0 P)Oxford White $0.00 Initial Sales Tax interior Color (0 I)Medium Earth Gray wIVinyl 40/20/40 Fron $77.25 • Initial License Fee Lic.Plate Type Unknown $0.00 Registration Fee GVWR 0 $200.00 Other,Courtesy Delivery Fee $0.00 • Security Deposit $0.00 Tax on Incentive(Taxable Incentive Total $0.00) $290.46 Monthly Lease Charge(Based on Interest Rate.,Subject to a Floor)1 Additional Fleet Management Master Policy Enrollment Fees $0.00 Commercial Automobile Liability Enrollment Liability Limit $0,00 $0.00 Physical Damage Management ComplColl 010 Deductible - -- $0.00 Full Maintenance Pro ram2 Contract Miles 0 OverMileage g Charge $0.00 Per Mlle IncI#Brake Sets(1 set=1 Axle) 0 #Tires 0 Loaner Vehicle Not Included $0.00 Additional Services SubTotal $8.71 Highway Use Tax 3 0000% State NC $0..00 Monthly Property Tax S 299.17 Total Monthly Rental Including Additional Services S 0 00 Service Charge Due at Lease Termination Monthly Rental Includes 750 Miles Per Month Miles in Excess 0145.000 Will Be Charged At$0.1000 Per Mile (Quote is Subject to Customers Credit Approval) Notes Enterprise FM Trust will be the owner of the vehicle covered by this Quote, Enterprise FM Trust(not Enterprise Fleet Management)will be the Lessor of such vehicle under the Master Closed-End(Walkaway)Lease Agreement and shall have all rights and obligations of the Lessor under the Master Closed-End(Walkaway)Lease Agreement with respect to such vehicle ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR. Lessee hereby authorizes this vehide order,agrees to lease the vehicle on the terms set forth herein and in the Master Walkaway Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle LESE�EEp0Q j 1 younty,NC BY '�OL&Utit, kunolAt.YS(Lt1 TITLE County Manager DATE 8/22/2017 •INDICA��TESv'r�65S8LLED ON DELIVERY Capitalized Price of Vehicle May be Adjusted to Reflect Final Manufacturer's Invoice.Lessee Hereby Assigns to Lessor any Manufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee,which Rebates And/Or=ncentives Have Been Used By Lessor to Reduce the Capitalized Price of the Vehicle, 1M cothly Lease Charge Wit Be Adjusted to Reflect the Interest Rate on the Delivery Date(Subject to a Floor). 2 The inclusion herein of references to maintenance fees/services are solely for the administrative convenience of Lessee, Notwithstanding the inclusion of such references in this(invoice/Schedule/Quote],all such maintenance services are to be performed by Enterprise Fleet Management,Inc.,and all such maintenance fees are payable by Lessee soley for the account of Enterprise Fleet Management,Inc.,pursuant to that certain separate(Maintenance Agreement!entered Into by and between Lessee and Enterprise Fleet Management,Inc.provided that such maintenance fees are being billed by Enterprise FM Trust,and are payable at the direction of Enterprise FM Trust solely as an authorized agent for::ollection on behalf of Enterprise Fleet Management.Inc. Printed On 08115!2017 07:24 AM Page 1 of 5 DocuSign Envelope ID: 3F0F44D1-D249-418D-A8C6-A7EDC761CC87 mop erprise Closed-End (Walkaway) Lease Rate Quote Quote No: 3556835 fleet management - ru, 111 " I I fi drif f e.ger . IfilarismatiptigHmr4 '',4111111140ijiiiijj rrt, P 'VP Bins C $1,000 00 Total Aftermarket F UI merit Billed $0 00 Total Aftemiarket Equipment Cepitmallcad $1 000 oo ..„,„ Aftermarket Equipment Total _11 00, r DS Printed On On 08115/2017 07.24 AM Page 2 of 5 DocuSign Envelope ID: 3F0F44D1-D249-418D-A8C6-A7EDC761 CC87 . � Closed-End (Walkaway) Lease Rate Quote Quote No: 3592797 �"Itef.t rnenaP g.m.nt r15� Prepared For: Orange County„NC Date 06/15/2017 AE/AM BMKISM9 Unit Year 2017 Make Ford Model F=350 Series XL 4x4 SD Crew Cab 6 ft box 176 in.WB SRW Vehicle Order Type Ordered Term 60 State NC Customer# 569639 $0 00 Capitalized Price Reduction All language and acknowledgments contained In the signed quote apply to all vehicles that are ordered under this signed quote. $0.00 Tax on Capitalized Price Reduction Order Information $0.00 Gain Applied From Prior Unit Driver Name $0 00 • Tax on Gain On Prior Exterior Color (0 P)Blue Jeans Metallic $0.00 " Initial Sales Tax Interior Color (0 I)Medium Earth Gray w/HD Vinyl 40/20/40 S $77.25 • Initial License Fee Lic.Plate Type Unknown $0.00 Registration Fee L GVWR 0 200.00 OtherCourtesy Delivery Fee $0.00 Security Deposit $0.00 • Tax on Incentive(Taxable incentive Total $0,00) $466.73 Monthly Lease Charge(Based on Interest Rate Subject to a Floor)1 Additional Fleet Management Master Policy Enrollment Fees $0.00 Commercial Automobile Liability Enrollment Liability Limit $0 00 $0.00 Physical Damage Management Comp/Coll 0 Deductible tibl l 0/ --- 5 0.00 Full Maintenance Pro rams Contract Males 0 OverMileage g Charge $0,00 Per Mile Incl,#Brake Sets(1 set=1 Axle) 0 #Tires 0 Loaner Vehicle Not Included $0.00 Additional Services SubTotal $14.00 Highway Use Tax 3.0000% State NC 5 0.00 Monthly Property Tax $480.73 Total Monthly Rental Including Additional Services $0.00 Service Charge Due at Lease Termination Monthly Rental includes 12250 Miles Per Month Miles in Excess Of 75,000 Will Be Charged At$0.1400 Per Mile (Quote Is Subject to Customer's Credit Approval) Notes Enterprise FM Trust will be the owner of the vehicle covered by this Quote Enterprise FM Trust not Enterprise Fleet Management)will be the Lessor of such vehicle under the Master Closed-End(Walkaway)Lease Agreement and shall have all rights and obligations of the Lessor under the Master Closed-End(Walkaway)Lease Agreement with respect to such vehicle, ALL TAX AND LICENSE FEES TO BE BILLED TO LESSEE AS THEY OCCUR. Lessee hereby authorizes this vehicle order,agrees to lease the vehicle on the terms set forth herein and in the Master Walkaway Lease Agreement and agrees that Lessor shall have the right to collect damages In the event Lessee fails or refuses to accept delivery of the ordered vehicle. LES DeEkItiag lf3dunty,NC BY 156vt,A,It, tka 14AVs I TITLE County Manager DATE 8/22/2017 0637994 B755E477... 'INDICATES ITEMS TO BE BILLED ON DELIVERY, Capitalized Price of Vehicle May be Adjusted to Reflect Final Manufacturers Invoice.Lessee Hereby Assigns to Lessor any Manufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee.which Rebates And/Or Incentives Have Been Used By Lessor to Reduce the Capitalized Price of the Vehicle t Monthly Lease Charge Will Be Adjusted to Reflect the Interest Rate on the Delivery Dale(Subject to a Moil.. 2 The inclusion herein of references to maintenance fees/services are sorely for the administrative convenience of Lessee Notwithstanding the inclusion of such references in this(tnvoicniSchedule)Quote]...all such maintenance services are to be perlomred by Enterprise Fleet Management,Inc.,and all such maintenance fees are payable by Lessee solely for the account of Enterprise Fleet Management,Inc..pursuant to that certain separate'Maintenance Agreement]entered into by arid between Lessee and Enterprise Fleet Management,Inc,provided that such maintenance fees are being billed by Enterprise FM Trust..and are payable at the direction of Enterprise FM Trust,solely as an authorized agent for collection on behalf of Enterprise Fleet Management,Inc Printed On 08/15/2017 07:26 AM Page 1 of 5 DocuSign Envelope ID: 3F0F4401-0249-418D-A8C6-A7EDC761CC87 I) n"41 t vo,g, orprise Closed-End (Walkaway) Lease Rate Quote Quote No: 3592797 ['flopet managemerrt 111411 : "11 : 1 ) ° 114,on/)1J, ENV BEI II! )0111.44 (0,if a 1111311 "/los rffitsfifirri, lorm d , or • • - • e Re, (1)8'single rear wheel service body -painted Blue Jeans Metallic(Ford paint code Ni) B $6,430 001 «trailer plugs&back up alarm -installation&delivem, Total AftorrnarketE.ul.mentBjlfed $6,430 00 I Total Aftermarket E.ui $0 00 Aftermarket Ent Total, $6,430 00 I [—DS Printed On 08/15/2017 07 26 AM Page 2 of 5 000vSign Envelope ID: 3r0r44o1'ou48-418o~^8C0~^rEoCr01CC8r Closed-End (Walkaway) Lease Rate Quote Quote No: 3556833 ifteet management Prepared For: Orange County,NC Date 08/15/2017 AE/AM BMK unitw Year 3018 Make Nissan Model Sentra Series o(zvT)(STD is Estimated)4dr Sedan Vehicle Order Type Ordered Term 60 State NC Customer# 569639 *0.0o Capitalized Price Reduction All language and acknowledgments contained in the signed quote apply to all vehicles that are ordered under this signed quote. $o.nn Tax on Capitalized Price Reduction Order information $0.00 Gain Applied From Prior Unit Driver Name %uoo ^ Tax on Gain VnPMur Exterior Color (0 P)Fresh Powder $ouu • Initial Sales Tax interior Color (0 I)Charcoal w/Cloth Seat Trim $77.25 ^ |mhw|uponveFee Lic.Plate Type Unknown $0.00 Registration Fee $2Ooon OmmcCou�eoyDe||ve�Fee ---------- $0.00 • Security Deposit 50,00 • Tax on lncentive(Taxable Incentive Total yo.mo) $257.31 Monthly Lease Charge(Based on Interest Rate Subject tomnvv,), Additional Fleet Management Master PolIcy Enrollment Fees 5 0.00 Commercial Automobile LIability Enrollment Liability Limit $0 00 %».0» Physical Comp/Coll �/� Deductible $0.00 rvom*m�"ancepmo�mz Contract Miles � o«a'wnoaQm Per Mile ` (�a�e ��� m Brake Sets(1 set~1 Axle)_9 wnrev0 Loaner Vehicle Not Included $0.00 Additional Services SubTotal o7ro Highway Use Tax 3 0000`% State NC $o.uo Monthly Property Tax $265.03 Total Monthly Rental Including Additional Services %000 Service Charge Due at Lease Termination Monthly Rental Includes 1000 Miles Per Month Miles in Excess orso.000 Will Be Charged Ats$.1Voo Per Mile (Quote is Subject to Customers Credit Approval) Notes Enterprise FM Trust will be the owner of the vehcte covered by thiS Quote, Enterprise FM Trust(not Enterprise Fleet Managanient)will be the Lessor of such vehicle under the Master Closed'End(wxm*"^/)Lease Agreement and shall have all rights and obligations"r the Lessor under the Master Closed'End(wm/ku*o')Lease Agreement with respect msuch vehicle. ALL T.4X.-IND LICENSE FEES To BE BILLED TO LESSEE AS THEY OCCUR. Lessee hereby authorizes this vehicle Order agrees to lease the vehicle on the terms set forth herein and in the Master Walkaway Lease Agreement and agrees that Lessor shall have the right to collect damages ct the event Lessee fails or refuses to accept delivery of the ordered vehicle. LES o"e1111W/el Ounty,NC w =L . ��m� i TITLE County,Manager DATE 8/23/2O17 n- 'INDICATES ITEMS rous BILLED owDELIVERY Capitalized Price of VeIcle May be Aliusted to Reflect Final Manufacturer's nvcice.L"""°°Hereby Assigns'o Lessor any Manufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee Which Rebates And/Or Incentives Have Been Used m,Lessor'"Reduce the Capitalized pn03m the Vehicle. ,monthlv*"se Charge v~''*Adjusted to Reflect the Interest Rate""the Delivery Dale ts.M°p/"=,m"* 2 The inclusion herein*references'o maintenance m°"*ervice"are solely for the administrative convenience of Lessee. Notwithstanding the inclusion of such references/"this p=~cerSched"/°m"w°|all such maintenance services=°mu=performed by Enterprise Fleet Management Inc,and all such maintenance fees are payable by Lessee solely for the account w Enterprise Fleet Management,m"_pursuant mthat certain separate(Maintenance xn"eem"m}entered Into u,and between Lessee and Enterprise Fleet Management,/=_provided that such mentenarica fees are being taIled by Enterprise rm Trust,and are payable el the direction m Enterprise rw Trust,solely""""authorized agent for collection""behalf",Enterprise Fleet Management,Inc. Printed On 08/15/2017 07:27 AM Page 1 of 4 000vSign Envelope ID: 3r0r44o1'ou48-418o~^8C0~^rEoCr01CC8r Ire'', terPriSe Closed-End (Walkaway) Lease Rate Quote Quote No: 3595105 !clews menage/nun!i Prepared For: Orange County,NC Date 08/15/2017 AE/AM BMK/SMs Unit w Year 2018 Make Nissan Model sen|va Series S(CVT)(STD Is Estimated)4dr Sedan Vehicle Order Type Ordered Term 60 State NC mu°tnmwmx 569639 *o.ou Ca italized Price Reduction All language and acknowledgments contained in the signed quote apply to all vehicles that are ordered under this signed quote. $0.00 Tax on Capitalized Price Reduction $o.nV Gain Applied From Prior Unit Driver Name $0.00 • Tax on Gain On Prior [ Exterior Color (0 P)Fresh Powder $0.00 • initial Sales Tax Interior Color (0 I)Charcoal w/Cloth Seat Trim $r7.2g • Initial License Fee Lic.Plate Type Unknown $V.no Registration Fee GVWR 0 $000.VV OtherCourtesy Delivery Fee $0.00 ~ Security Deposit m000 • Tax on Incentive(Taxable Incentive Total $ooV} $237.49 Monthly Lease Charge(Based on Interest Rate Subject to a Floor)1 Additional Fleet Management Master Policy Enrollment Fees $0.0o Commercial Automobile Liability Enroflment Liability Limit $0.00 $».»o Physical� Dmmawwwanaueme� Comp/Coll �Ly Deductible ovm,Mneage*V.00 Full Maintenance Program2 Con�ac tMiles 0 ��a�o ��00porMxw Incl.*Brake Sets(1 set°1 Axle)_g w Tires_� Loaner ve�meNot Included $0.00 Additional Services SubTotal $r.12 Highway Use Tax 3,0000.yo State $VVV Monthly Property Tax $244.61 Total Monthly Rental Including Additional Services $o.mm Service Charge Due at Lease Termination Monthly Rental Includes 583 Miles Per Month Miles in Excess Of 35 000 Will Be Charged pu�����Per Mow (Quote Is Subject to Customers Credit Approval) Notes Enterprise FM Trust will be the owner of the vehide covered by this Quote Enterprise FM Trust not Enterprise Fleet Management)will be the Lessor of such vehicle under the Master Closed-End(Walkaway)Lease Agreement and shall have all rights and obligations of the Lessor under the Master Closed-End(Walkaway)Lease Agreement with respect to such vehicle ALL TAX AND LICENSE FEES To BE BILLED To LESSEE AS THEE OCCUR. Lessee hereby authorizes this vehicle order,agrees to lease the vehicle on the terms set forth herein and in the Master Walkaway Lease Agreement and agrees that Lessor shall have the right to ccllect damages in the event Lessee fais or refuses to accept delivery of the ordered vehicle th_...7 1561Akut. f-k-NAAKAtlesl.,ui e Master Walkaway Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails Capitalized Price",Vehicle May u°Adjusted'"Reflect Final Manufacturer's Invoice.Lessee Hereby Assigns/"Lessor any Manufacturer Rebates And/Or Manufacturer Incentives Intended for the Lessee,Which Rebates And/Or Incentives Have Been Used o,Lessor m Reduce the Capitalized Price"/m°Vehicle. `monthl,Lease Charge wm/o°Adjusted*Reflect the Interest n=*°"the Delivery Date S"w=^worm°* 2 The inclusion herein"/references,o maintenance fees/services are solely for the administrative convenience"'Lessee. Notwithstanding the Inclusion*such references m this pnvoi=/Sched"/*ouow all such maintenance services are/"u°performed by Enterprise Fleet Management,m=.and all such maintenance lees are payable by Lessee solely for the account o,Enterprise Fleet Management "°c. ��"^"',omw =m"m�=�w(~w"*="�^��m"*|°�°�*/*o*v and um=="�°°�awe"w�",en=,M.".�m""�/"" ,==*uo=`""�=u*""=�*"""=^""nmn��s"/","s",wr��.and are payable m the drrecti=*Enterprise rmTrust solely as an authorized agent for collection""behalf wmm°rp"*"Fleet Management,Inc. Printed On 08/15/2017 07:29 AM Page 1 of 4 000vSign Envelope ID: 3r0r44o1'ou48-418o~^8C0~^rEoCr01CC8r Closed-End (Walkaway) Lease Rate Quote Quote No: 3578182 Prepared For Orange County,NC Date 08/15m017 AE/AM BMK Unit# Year 2018 Make Dodge Model Journey Series SE 4dr Front-wheel Drive Vehicle Order Type Ordered Term 60 State NC Customer# 569639 $uun �o��a|ice�Pnuvnwuuuuun All language and arAnpwxo«gmun�uonummeu|"mp signed quote apply to all vehicles that are ordered under this signed quote. $V.V0 Tax on Capitalized Price Reduction Order Information $000 Gain Applied From Prior Unit Driver Name $o.00 * Tax on Gain On Prior Exterior Color (oP)Vice wmxo $0.00 • Initial Sales Tax Interior Color (0 I)Black w/Premium Cloth Low-Back Bucket S $77.25 • Initial Ucense Fee Lic.Plate Type Unknown mo.00 Registration Fee GVWR 0 $2$$.00 OtherCourtesy Delivery Fee ---------------- — - $0.00 • Security Deposit $V.VV • Tax on lncentive(Taxable Incentive Total *ouo) $289.25 Monthly Lease Charge(Based on Interes Rate-Subject to a Floor)' Additional Fleet Management Master Policy Enrollment Fees $0.00 Commercial Automobile Liability Enrollment Liability Limit 50 00 $V.$o P�sim|Damage Manaoomeo Comp/Co V/0 Deductible --- O"e'Mi|way°*o.uo Full Maintenance Program2 Contract Miles.p Charge �� g�Per Mile Ind#Brake Sets(1 set=1 Axle)_� #Tires 0 Loaner Vehicle Not IncJuded $0.00 Additional Services auaTumo/ *V.6o Highway Use Tax �� �`� State NC $0.00 Monthly Property Tax *zur.oa Total Monthly Rental Including AdditIonal Services $$00 Service Charge Due at Lease Termination Monthly Rental Includes 1000 Miles Per Month Miles in Excess Oy60.00u Will or Charged pu*o00VV Per Mile (Quote is Subject to Customers Credit Approval) Notes Enterprise FM Trust wl ba the owner of the vehicle covered by this Quote Enterprise FM Trust(not Enterprise Fleet Management)will be the Lessor of such vehicle under the Master Closed-End(Waikaway)Lease Agreement arid shall have all rights and obligations of the Lessor under the Master Closed-End(Walkaway)Lease Agreement with respect to suth vehicle ALL TAX TAXAND LiCENSE FEES TO RE BILLED TO LESSEE AS 111EV OCCUR. Lessee hereby authorizes this vehicle order.agrees to lease the vehicle on the terms set forlh herein and in the Master Walkaway Lease Agreement and agrees that Lessor shall have the right to collect damages in the event Lessee fails or refuses to accept delivery of the ordered vehicle. LEmgrsso"a/=~.~e Gmunty.mC �� � �^" ^�L . kdm� ��� m� �nvu�� n tv�Su'i TITLE County Manager DATE 8/32/2017 \^—vomoea',^s^'r. -INDICATES ITEMS TO BE 6IiLED ON DELIVERY Capitalized Price w Vehicle May u°Adjusted to Reflect Final Manufacturers invoice Lessee Hereby Assigns/"Lessor any Manufacturer Rebates^"mn Manufacturer Incentives Intended m,the Lessee p*/ch Rebates And/Or Incentives Have Been Used By Lessor to Reduce tIre Capitalized Puce of the Vehicle 'Monthly Lease Charge w^oo.Adjusted/"Reflect the Interest Rate""the Delivery Date is.bi°*'o"Floor) z The inclusion herein",rew~""es,"mai"/°=an=oee*.rvice"are solely for the administrative convenience of Lessee Notwithstanding the inclusion of such references m this|/=mceiSchedu/eouo*|all such maintenance aeruces are to be perforrrned by Enterprise Fleet Management,^=.and all such maintenance fees are payable by Lessee solely for tine account or Enterprise Fleet Management,Inc. pia-silent'"that certain separate(Maintenance xw"e=°nl)entered Into o,and between�°,see and Enterprise Fimet Management,Inc,provided that such maintenance fees are ueirgbaled by Enterprise rw Trust and are payable at the direction",Enterprise rm Trust,solely asvn authorized agent for collection""behalf*Enterprise r,"et Management,Inc, Printed Onoo/15/2V17$r:ceAM Page 1 of 5 DocuSign Envelope ID: 3F0F44D 1-0249-4 18D-A8C6-A7EDC76 1 CC87 AC®R®® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 08/16/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME: PHONE 701 Market Street,Suite 1100 (NC.No.Ext) (A/C,No): St.Louis,MO 63101 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# ENTER-STNDX-GAW-16-17 3CL3 E-FM . INSURER A:The Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B:Travelers Property Casualty Co.of America 25674 Enterprise Fleet Management,Inc. 600 Corporate Park Drive INSURER C: St.Louis,MO 63105 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-008666858-01 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY HC2E-GLSA-474M7351-TCT-16 09/01/2016 09/01/2017 EACH OCCURRENCE _ $ 3,000,000 DAMAGE TO RENED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $ 1,000,000 X Fire Damage(Any One Fire) MED EXP(My one person) $ 10,000 PERSONAL&ADV INJURY $ 3,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 15,000,000 X POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: _ $ A AUTOMOBILE LIABILITY HE-EAP-474M7302-TCT-16 09/01/2016 09/01/2017 COMBINED SINGLE LIMIT $ 3,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) X SIR 2,000,000 $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION HRJ-UB-474M7062-16(WI) 09/01/2016 09/01/2017 X PER OTH- AND EMPLOYERS'LIABILITY -STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N HWXJ-UB-474M7074-16 (OH XS WC) 09/01/2016 09/01/2017 E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBEREXCLUDEO? N N/A HC2J-UB-474M7050-16 (ALL 09/01/2016 09/01/2017 (Mandatory in NH) ( E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 'OTHER STATES)*SEE ATTACHED" 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:GPBR:3CL3;Address:4817 Hargrove Rd,Suite 109,Raleigh,NC 27616 Auto coverage insures any Auto owned or leased by the named insured while operated by employees of the named insured.No coverage provided to renters under this policy. CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:OrangeCounty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee .nt.oL„taot.: ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87 AGENCY CUSTOMER ID: ENTER LOC#: St.Louis AC ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. Enterprise Fleet Management,Inc. 600 Corporate Park Drive POLICY NUMBER Si Louis,MO 63105 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation coverage for employees in Puerto Rico and in the States of North Dakota,Washington,and Wyoming is provided through the Monopolistic State programs. Workers Compensation coverage for employees in Ohio is self-insured.Workers Compensation policy#HC2J-UB-474M7050-16 provides Employers Liability for all States with the exception of Wisconsin.Policy#HRJ-UB-474M7062-16 provides Employers Liability for Wisconsin. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD