2017-395-E AMS - Enterprise Fleet Management for FY 2017-18 leased vehicle program

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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.