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<br /> ATTACHMENT 3
<br /> MAINTENANCE AGREEMENT
<br /> This Maintenance Agreement(this "Agreement")is made and entered into this first day of August, 2014, by Enterprise Fleet Management, Inc.,a
<br /> Missouri corporation("EFM"),and City of Pleasanton("Lessee").
<br /> WITNESSETH
<br /> 1. LEASE. Reference is hereby made to that certain Master Equity Lease Agreement dated as of the first day of August, 2014, by and between
<br /> Enterprise FM Trust, a Delaware statutory trust,as lessor("Lessor"),and Lessee,as lessee(as the same may from time to time be amended, modified,
<br /> extended, renewed, supplemented or restated, the "Lease"). All capitalized terms used and not otherwise defined in this Agreement shall have the
<br /> respective meanings ascribed to them in the Lease.
<br /> 2. COVERED VEHICLES.This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4
<br /> of the Schedule for such vehicle includes a charge for maintenance(the"Covered Vehicle(s)").
<br /> 3. TERM AND TERMINATION. The term of this Agreement ("Term") for each Covered Vehicle shall begin on the Delivery Date of such Covered
<br /> Vehicle and shall continue until the last day of the "Term" (as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth
<br /> below. Each of EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to
<br /> any or all of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party. The termination of this Agreement with
<br /> respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall
<br /> thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this
<br /> Agreement.
<br /> 4. VEHICLE REPAIRS AND SERVICE. EFM agrees that,during the Term for the applicable Covered Vehicle and subject to the terms and conditions
<br /> of this Agreement,it will pay for,or reimburse Lessee for its payment of,all costs and expenses incurred in connection with the maintenance or repair of
<br /> a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between
<br /> changes, (c) tire repair and replacement, (d) washing, (e) repair of damage due to lack of maintenance by Lessee between scheduled services
<br /> (including, without limitation, failure to maintain fluid levels), (0 maintenance or repair of any alterations to a Covered Vehicle or of any after-market
<br /> components (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory-installed components and does
<br /> not cover maintenance or repair of chassis alterations, add-on bodies (including, without limitation, step vans) or other equipment (including, without
<br /> limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the
<br /> Covered Vehicle, (g)any service and/or damage resulting from, related to or arising out of an accident, a collision, theft,fire, freezing,vandalism, riot,
<br /> explosion, other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle (including, without limitation, driving over
<br /> curbs,overloading,racing or other competition)or Lessee's failure to maintain the Covered Vehicle as required by the Lease, (h)roadside assistance or
<br /> towing for vehicle maintenance purposes, (i) mobile services, (j)the cost of loaner or rental vehicles or(k) if the Covered Vehicle is a truck, (i)manual
<br /> transmission clutch adjustment or replacement, (ii) brake adjustment or replacement or(iii) front axle alignment. Whenever it is necessary to have a
<br /> Covered Vehicle serviced,Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility
<br /> acceptable to EFM. In every case, if the cost of such service will exceed $50.00, Lessee must notify EFM and obtain EFM's authorization for such
<br /> service and EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to fumish an invoice for
<br /> all service to a Covered Vehicle,accompanied by a copy of the shop or service order(odometer mileage must be shown on each shop or service order).
<br /> EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle unless Lessee has
<br /> complied with the above terms and conditions. EFM will not have any responsibility to pay for any services In excess of the services recommended by
<br /> the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a)all service performed
<br /> within one hundred twenty(120)days prior to the last day of the scheduled"Term"(as defined in the Lease)for the applicable Covered Vehicle must be
<br /> authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of and be paid for by Lessee
<br /> and(b)EFM is not required to provide or pay for any service to any Covered Vehicle after 100,000 miles.
<br /> 5. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card (the"EFM Card")for use in authorizing the payment of
<br /> charges incurred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or
<br /> other statement from EFM. Lessee agrees to promptly pay to EFM,all charges made by or for the account of Lessee with the EFM Card(other than any
<br /> 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
<br /> of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any
<br /> time. Upon the termination of this Agreement or upon the demand of EFM, Lessee must return the EFM Card to EFM. The EFM Card is non-
<br /> transferable.
<br /> 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
<br /> the first day of each month. If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, Lessee will pay EFM,on the
<br /> first day of the Term for such Covered Vehicle, a pro-rated maintenance fee for the number of days that the Delivery Date precedes the first monthly
<br /> maintenance fee payment date. Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within
<br /> twenty(20)days after its due date will accrue interest,payable upon demand of EFM,from the date due until paid in full at a rate per annum equal to the
<br /> lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate allowed by applicable law. The monthly maintenance fee set forth on each
<br /> applicable Schedule allows the number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term
<br /> (whether by reason of termination of this Agreement or otherwise) an overmileage maintenance fee for any miles in excess of this average amount per
<br /> month at the rate set forth in the applicable Schedule. EFM may, at its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to
<br /> EFM under this Agreement from Lessee on behalf of EFM.
<br /> 7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM
<br /> arranges for maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR
<br /> WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER
<br /> THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
<br /> MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,COMPLIANCE WITH SPECIFICATIONS,OPERATION,CONDITION,SUITABILITY,
<br /> PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT RELIEVE LESSEE
<br /> OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE FEES AND OTHER
<br /> CHARGES DUE UNDER THIS AGREEMENT.
<br /> Initials: EFM Cust Page I
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