HomeMy WebLinkAbout2020/01/06 - Briefing Packet March 2.1
BOARD OF MASON COUNTY COMMISSIONERS
DRAFT BRIEFING MEETING AGENDA .
411 North Fifth Street, Shelton WA 98584
Week of March 2, 2020
Monday, March 2, 2020
Commission Chambers
9:00 A.M. Executive Session — RCW 42.30.110 (1)(i) Potential Litigation
9:15 A.M. Closed Session — RCW 42.30.140 (4) Labor Discussion
9:30 A.M. Support Services- Frank Pinter
9:40 A.M. Public Works — Loretta Swanson
Utilities &Waste Management
10:00 A.M. BREAK
10:05 A.M. Community Services — Dave Windom
11:00 A.M. Sheriff's Office — Sheriff Salisbury/Undersheriff Adams.
Commissioner Discussion — as needed
Tuesday, March 3, 2020
10:00 a.m. Department Head/Elected Official meeting regarding COVID-19
(formerly referred to as Novel Coronavirus)
Briefing Agendas are subject to change,please contact the Commissioners'office for the most recent version.
Last printed 03/02/20 at 11:13 AM
If special accommodations are needed,contact the Commissioners'office at ext.419,Shelton#360-427-9670;Belfair
#275-4467,Elma#482-5269.
MASON COUNTY COMMISSIONER BRIEFING INFORMATION FOR WEEK OF
January 6, 2020
In the spirit of public information and inclusion, the attached is a draft of
information for Commissioner consideration and discussion at the above briefing.
This information is subject to change, additions and/or deletion and is not all
inclusive of what will be presented to the Commissioners.
Please see draft briefing agenda for schedule.
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Mason County Support Services Department Budget Management
411 North 5th Street Commissioner Administration
Emergency Management
T : Shelton, WA 98584 Facilities, Parks&Trails
? 360.427.9670 ext. 419 Human Resources
Information Services
Labor Relations
r. < Risk Management
......... ..........
MASON COUNTY COMMISSIONER BRIEFING ITEMS FROM SUPPORT SERVICES
January 6, 2020
• Specific Items for Review
o Status of letters of interest for MTA Governing Board appointment— Diane
o Direction for$5,000 that was budgeted in Current Expense/Non-Departmental for Veterans
Assistance -Jen
o State Homeland Security Program (SHSP) FY-18 Grant Contract# E20-183 - Ross
o Status of EMS Council —Frank
o Enterprise Fleet Management Lease Agreements for General Fund & Public Health vehicles- Frank
• Commissioner Discussion
J:\DLZ\Briefing Items\2020\2020-01-06.docx
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Frank Pinter/Kelly Frazier
DEPARTMENT: Support Services EXT: 530/519
BRIEFING DATE: January 6, 2020
PREVIOUS BRIEFING DATES: November 12 and December 16, 2019
If this is a follow-up briefing, please provide only new information
ITEM: Consider Enterprise Fleet Management Lease Agreements
EXECUTIVE SUMMARY:
A Request for Proposals (RFP) was issued on October 1, 2019 for County Fleet Leasing and Maintenance Services. One
proposal was received from Enterprise Fleet Management. Staff has provided detailed information for leasing
vehicles and for staying with the current ER&R program. At the December 16 briefing, staff was directed to bring
forward lease agreements for consideration.
Master Lease Agreement—allows the County to order any vehicle from any manufacturer and pay for it in cash,
finance or leasing terms
Maintenance Agreement—Enterprise's fixed and guaranteed maintenance program allowing them to streamline that
portion of the County's new vehicles
Maintenance Management/Rental Agreement—Enterprise's maintenance audit program both in-house and outside
shops can use. Allows Enterprise to fully audit County jobs moving forward
Power of Attorney—allows Enterprise to process licensing, titling and all DMV work on behalf of County WSDOT fleet
code and place vehicle orders with dealers on County's behalf.
Consignment Agreements—allows Enterprise to sell both leased and "company-owned vehicles" on County's behalf
per each state's requirements in the USA.
Gas Card Application—this will need to be processed through WEX directly.
Insurance Application—will be coming from Enterprise's insurance department.
BUDGET IMPACTS: Replaces ER&R program for Current Expense & Public Health Fund vehicles.
RECOMMENDED OR REQUESTED ACTION:
Place Enterprise Fleet Management Agreements on the January 14 agenda for approval. Staff will brief the next steps
as we move through the process.
Briefing Summary 12/26/2019
ill k=41AN66"
FLEET MANAGEMENT
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this day of ,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: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (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 Equity Lease Agreement and the various Schedules
and addenda to this Master Equity 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,"Servicer")may administer
this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor.
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. A portion of each monthly rental payment,being the amount designated as"Depreciation
Reserve"on the applicable Schedule,will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes
of computing the Book Value of the Vehicle under Section 3(c). 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 Term(whether by reason of expiration,early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term,whether as a result of a default by Lessee,a Casualty Occurrence
or any other reason,the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the adjusted amount will be
payable by Lessee to Lessor on the termination date.
(c)Lessee agrees to pay Lessor within thirty(30)days after the end of the Term for each Vehicle,additional rent equal to the excess,if any,of the Book Value
of such Vehicle over the greater of(i)the wholesale value of such Vehicle as determined by Lessor in good faith or(ii)except as provided below,twenty percent
(20%)of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of(i)the wholesale
value of such Vehicle as determined by Lessor in good faith or(ii) except as provided below,twenty percent(20%) of the Delivered Price of such Vehicle as
set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty(30)days after the end of the
applicable Term. Notwithstanding the foregoing,if(i)the Term for a Vehicle is greater than forty-eight(48)months(including any extension of the Term for such
Vehicle),(ii)the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average(prorated on a daily basis)(i.e.,if the mileage on a
Vehicle with a Term of thirty-six(36)months is greater than 45,000 miles)or(iii)in the sole judgment of Lessor, a Vehicle has been subject to damage or any
abnormal or excessive wear and tear,the calculations described in the two immediately preceding sentences shall be made without giving effect to clause(ii)in
each such sentence.The"Book Value"of a Vehicle means the sum of(i)the"Delivered Price"of the Vehicle as set forth in the applicable Schedule minus(ii)the
total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus(iii)all accrued and unpaid rent and/or other amounts owed by Lessee with
respect to such Vehicle.
(d) 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.
(e) 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").
(f) 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.
Initials: EFM Customer
(g) 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 Enterprise Fleet Management, Inc.of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle
regardless of the cause 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 allow only duly authorized, licensed and insured drivers to use 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 event will 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 at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated
by Lessor. 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 pro-rated 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 agrees to pay all costs,expenses,fees,charges,fines,tickets,penalties and taxes(other than federal and
state 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 titled 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 or local law,rule, regulation or ordinance. Lessee agrees that it will 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 state.
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. 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 NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT
OF A MANUFACTURER OF ANY VEHICLE.
(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. 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.
Initials: EFM Customer
(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 date thirty(30)days after the date of the Casualty
Occurrence the amounts owed under Sections 3(b)and 3(c)with respect to such Totaled Vehicle. 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,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 Registration 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 Property Damage(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 stated 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 loss 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 or entity
designated by Lessor at least thirty(30)days prior written notice of such proposed cancellation,change or modification,(ii)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 similar risks. Original certificates evidencing such coverage and
naming Lessor,Servicer,any other agent of 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 attorney-in-fact to receive payment of,to endorse all checks and other documents and to
take any other actions necessary to pursue insurance claims and recover payments if Lessee fails 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 property 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 by such 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
Initials: EFM Customer
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 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 all losses, 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.
13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all inspections of the
Vehicles required by any governmental authority during the Term. Lessor,Servicer,any other agent of Lessor and any of their respective successors or assigns
will have the right to inspect any Vehicle at any reasonable time(s) during the Term 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 time reasonably request.
14. DEFAULT;REMEDIES: The following shall constitute events of default("Events of Default")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 unremedied 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 or any other 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 all 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 validity 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 recover damages and expenses sustained by Lessor,Servicer,any other agent of Lessor or any of their respective successors
or assigns by reason 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 Vehicle,Lessor may recover from Lessee
all amounts owed by Lessee under Sections 3(b)and 3(c)of this Agreement(and,if Lessor does not recover possession of a Vehicle,(i)the estimated wholesale
value of such Vehicle for purposes of Section 3(c)shall be deemed to be$0.00 and(ii)the calculations described in the first two sentences of Section 3(c)shall be
made without giving effect to clause(ii)in each such sentence);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 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 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
Initials: EFM Customer
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.
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
Agreement is 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 sole 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 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 counterparts(including facsimile and pdf counterparts), but the
counterpart marked"ORIGINAL"by 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.
17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: 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 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 state of the United States. The provisions of this Section 18 shall
survive termination of this Master Equity 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
governing 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 all 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 will 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 Equity Lease Agreement as of the day and year first above written.
LESSEE: LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc.its attorney in fact
Signature:
Signature:
By:
By:
Title:
Title:
Address:
Address:
Date Signed:
Date Signed:
Initials: EFM Customer
FLEET MANAGEMENT
MAINTENANCE AGREEMENT
This Maintenance Agreement(this"Agreement")is made and entered into this day of ,by Enterprise Fleet Management, Inc.,a Missouri
corporation("EFM"),and ("Lessee").
WITNESSETH
1. LEASE. Reference is hereby made to that certain Master Lease Agreement dated as of the day of , by and between 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,extended,renewed,
supplemented or restated,the"Lease").All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to
them in the Lease.
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 of the
Schedule for such vehicle includes a charge for maintenance(the"Covered Vehicle(s)").
3. TERM AND TERMINATION.The term of this Agreement("Term")for each Covered Vehicle shall begin on the Delivery Date of such Covered 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 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 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 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 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 Agreement.
4. VEHICLE REPAIRS AND SERVICE. EFM agrees that,during the Term for the applicable Covered Vehicle and subject to the terms and conditions 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 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 changes,(c)tire repair and
replacement,(d)washing,(e)repair of damage due to lack of maintenance by Lessee between scheduled services(including,without limitation,failure to maintain
fluid levels),(f)maintenance or repair of any alterations to a Covered Vehicle or of any after-market components(this Agreement covers maintenance and repair
only of the Covered Vehicles themselves and any factory-installed components and does not cover maintenance or repair of chassis alterations,add-on bodies
(including,without limitation,step vans)or other equipment(including,without 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 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,explosion,other Acts of God,an object striking the Covered Vehicle,improper use of the Covered Vehicle
(including,without limitation,driving over curbs,overloading,racing or other competition)or Lessee's failure to maintain the Covered Vehicle as required by the
Lease,(h)roadside assistance or 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 transmission clutch adjustment or replacement,(ii)brake adjustment or replacement or(iii)front axle alignment.Whenever it is necessary
to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility
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 service and
EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for 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). 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 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 the manufacturer,unless otherwise agreed to by EFM.
Notwithstanding any other provision of this Agreement to the contrary,(a)all service performed 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 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 and(b)EFM is not required to provide or pay for any service to any Covered Vehicle
after 100,000 miles.
5. ENTERPRISE CARDS: EFM may,at its option,provide Lessee with an authorization card(the"EFM Card")for use in authorizing the payment of 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 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 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 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 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-transferable.
6. PAYMENT TERMS.The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance on the first day
of each month.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 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 maintenance fee payment date.Any
monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within 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 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 applicable Schedule allows the number of miles per month as set forth
Initials: EFM Customer
in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term(whether by reason of termination of this Agreement or otherwise)an overmileage
maintenance fee for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule.EFM may,at its option,permit Lessor,as
an agent for EFM,to bill and collect amounts due to EFM under this Agreement from Lessee on behalf of EFM.
7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for
maintenance and/or repair services on the Covered Vehicles to be performed by third parties.EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND,EXPRESS OR IMPLIED,WITH RESPECT TO ANY PRODUCTS,REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES,
INCLUDING,WITHOUT LIMITATION,ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,COMPLIANCE
WITH SPECIFICATIONS,OPERATION,CONDITION,SUITABILITY, PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT,REPAIR
OR SERVICE WILL NOT RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE
FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.
8. LESSOR NOT A PARTY. Lessor is not a party to,and shall have no rights,obligations or duties under or in respect of,this Agreement.
9. NOTICES.Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile,recognized overnight
courier or registered or certified mail,return receipt requested and postage prepaid,to the applicable party at its address or facsimile number set forth on
the signature page of this Agreement,or at such other address or facsimile number as any party hereto may designate as its address or facsimile number for
communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered or sent if delivered in person or
sent by facsimile,on the first(1st)business day after the day on which sent,if sent by recognized overnight courier or on the third(3rd)business day after the day
on which mailed,if sent by registered or certified mail.
10. MISCELLANEOUS.This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof.This Agreement may be amended
only by an agreement in writing signed by EFM and Lessee.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,as
to such jurisdiction,be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provisions in any other jurisdiction.This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns,except that Lessee may not assign,transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of EFM.This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri
(without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written.
LESSEE: EFM: Enterprise Fleet Management, Inc.
Signature: Signature:
By: By:
Fiona Watson
Title: Title:
Finance Director
Address: Address:
1119 SW 7th St.
Renton, WA 98057
Attention: Attention:
Fax#: Fax#:
Date Signed: Date Signed:
Initials: EFM Customer
FLEET MANAGEMENT
MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT
This Agreement is entered into as of the day of , by and between Enterprise Fleet Management, Inc., a Missouri corporation, doing business as
"Enterprise Fleet Management"("EFM"),and (the"Company").
WITNESSETH:
1. ENTERPRISE CARDS: Upon request from the Company,EFM will provide a driver information packet outlining its vehicle maintenance program(the"Program")
and a card("Card")for each Company vehicle included in the Company's request. All drivers of vehicles subject to this Agreement must be a representative of the
Company,its subsidiaries or affiliates. All Cards issued by EFM upon request of the Company shall be subject to the terms of this Agreement and the responsibility
of the Company. All Cards shall bear an expiration date.
Cards issued to the Company shall be used by the Company in accordance with this Agreement and limited solely to purchases of certain products and services for
Company vehicles,which are included in the Program. The Program is subject to all other EFM instructions,rules and regulations which may be revised from time
to time by EFM. Cards shall remain the property of EFM and returned to EFM upon expiration or cancellation.
2. VEHICLE REPAIRS AND SERVICE: EFM will provide purchase order control by phone or in writing authorizing charges for repairs and service over$75,or such
other amount as may be established by EFM from time to time under the Program. All charges for repairs and services will be invoiced to EFM. Invoices will be
reviewed by EFM for accuracy,proper application of potential manufacturer's warranties,application of potential discounts and unnecessary,unauthorized repairs.
Notwithstanding the above,in the event the repairs and service are the result of damage from an accident or other non-maintenance related cause(including glass
claims),these matters will be referred to the Company's Fleet Manager. If the Company prefers that EFM handle the damage repair,the Company agrees to assign
the administration of the matter to EFM. EFM will administer such claims in its discretion. The fees for this service will be up to$125.00 per claim and the Company
agrees to reimburse for repairs as outlined in this agreement. If the Company desires the assistance of EFM in recovering damage amounts from at fault third parties,
a Vehicle Risk Management Agreement must be on file for the Company.
3. BILLING AND PAYMENT: All audited invoices paid by EFM on behalf of the Company will be consolidated and submitted to the Company on a single monthly
invoice for the entire Company fleet covered under this Agreement. The Company is liable for, and will pay EFM within ten(10)days after receipt of an invoice or
statement for,all purchases invoiced to the Company by EFM,which were paid by EFM for or on behalf of the Company. EFM will be entitled to retain for its own
account,and treat as being paid by EFM for purposes of this Agreement,any discounts it receives from a supplier with respect to such purchases which are based
on the overall volume of business EFM provides to such supplier and not solely the Company's business. EFM will exercise due care to prevent additional charges
from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement. The Company will use its best efforts to
obtain and return any such cancelled Card.
4. RENTAL VEHICLES: The Card will authorize the Company's representative to arrange for rental vehicles with a subsidiary of Enterprise Rent-A-Car Company
for a maximum of two(2)days without prior authorization. Extensions beyond two(2)days must be granted by an EFM representative. The Company assumes all
responsibility for all rental agreements arranged by EFM with a subsidiary of Enterprise Rent-A-Car Company through an EFM representative or through the use of
the Card. All drivers must be at least 21 years of age,hold a valid driver's license,be an employee of the Company or authorized by the Company through established
reservation procedures and meet other applicable requirements of the applicable subsidiary of Enterprise Rent-A-Car Company.
5. NO WARRANTY: EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,WITH RESPECT TO PRODUCTS, REPAIRS OR
SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION,ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY,COMPLIANCE WITH SPECIFICATIONS,OPERATION,CONDITION,SUITABILITY,PERFORMANCE,QUALITY OR FITNESS FOR USE. Any defect
in the performance of any product,repair or service will not relieve the Company from its obligations under this Agreement,including without limitation the payment
to EFM of monthly invoices.
6. CANCELLATION: Either party may cancel any Card under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party.
The cancellation of any Card or termination of this Agreement will not affect any rights or obligations under this Agreement,which shall have previously accrued or
shall thereafter arise with respect to any occurrence prior to such cancellation or termination. A Card shall be immediately returned to EFM upon cancellation to:
Enterprise Fleet Management,600 Corporate Park Drive,St.Louis,MO 63105,Attention:Enterprise Card Department. Notice to EFM regarding the cancellation of any
Card shall specify the Card number and identify the Company's representative. In the case of a terminated representative,such notice shall include a brief description
of the efforts made to reclaim the Card.
7. NOTICES: All notices of cancellation or termination under this Agreement shall be mailed postage prepaid by registered or certified mail, or sent by express
overnight delivery service,to the other party at its address set forth on the signature page of this Agreement or at such other address as such party may provide
in writing from time to time. Any such notice sent by mail will be effective three(3)days after deposit in the United States mail,duly addressed,with registered or
certified mail postage prepaid. Any such notice sent by express overnight delivery service will be effective one(1)day after deposit with such delivery service,duly
addressed,with delivery fees prepaid. The Company will promptly notify EFM of any change in the Company's address.
Initials: EFM Customer
8. FEES: EFM will charge the Company for the service under this Agreement$ 10 per month per Card,plus a one time set-up fee of$o
9. MISCELLANEOUS: This Agreement may be amended only by an agreement in writing signed by EFM and the Company. This Agreement is governed by the
substantive laws of the State of Missouri(determined without reference to conflict of law principles).
IN WITNESS WHEREOF,EFM and the Company have executed this Maintenance Management and Fleet Rental Agreement as of the day and year first above written.
Company: EFM: Enterprise Fleet Management, Inc.
Signature: Signature:
By: BY: Fiona Watson
Title: Title: Finance Director
Address: Address:
1119 SW 7th St.
Renton, WA 98057
Date Signed: Date Signed:
Initials: EFM Customer
EZEM
FLEET MANAGEMENT
1119 SW 71h Street,Renton,WA 98057
POWER OF ATTORNEY
Mason County appoints to act as its agent to sign all
papers and documents that may be necessary in order to title and/or license vehicles for
the above mentioned company. This Power of Attorney does not allow the agent to sign
for the transfer of ownership to vehicles.
Mason County agrees to guarantee and save the State from all responsibility for any legal
action,which might arise from the issuance of a certificate of title, and/or registration for
any vehicle licensed by the agent.
Mason County
Signature/Title:
Printed Name:
Notary:
State/County:
Signed or Attested before me on:
By:
Signature of Notary:
Printed Name of Notary:
Notary Expiration Date:
FLEET MANAGEMENT
CONSIGNMENT AUCTION AGREEMENT
THIS AGREEMENT is entered into by and between Enterprise Fleet Management, Inc.a Missouri Corporation (hereinafter referred to as
"Enterprise")and (hereinafter referred to as"CUSTOMER") on this day of
(hereinafter referred to as the"Execution Date").
RECITALS
A. Enterprise is in the business of selling previous leased and rental vehicles at wholelsale auctions;and
B. The CUSTOMER is in the business of
C. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale auction, CUSTOMER's vehicles
set forth on Exhibit A,attached hereto and incorporated herein,as supplemented from time to time(collectively,the"Vehicles").
NOW,THEREFORE,for and in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
TERMS AND CONDITIONS
1. Right to Sell: Enterprise shall have the non-exclusive right to sell any Vehicles consigned to Enterprise by a CUSTOMER within the
Geographic Territory.
2. Power of Attorney: CUSTOMER appoints Enterprise as its true and lawful attorney-in-fact to sign Vehicle titles on behalf of CUSTOMER
for transfer of same and hereby grant it power in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary
thereto on behalf of CUSTOMER. The rights, powers and authorities of said attorney-in-fact granted in this instrument shall commence and
be in full force and effect on the Execution Date,and such rights, powers and authority shall remain in full force and effect thereafter until
terminated as set forth herein.
3. Assignments: Vehicle assignments may be issued to Enterprise by phone,fax, or electronically.
4. Service Fee: For each Vehicle sold,the CUSTOMER shall pay Enterprise a fee of$400 ("Service Fee")plus towing at prevailing rates.
5. Sales Process: Enterprise shall use reasonable efforts sell each Vehicle. CUSTOMER may,at its discretion, place a Minimum Bid or Bid to
be Approved (BTBA)on any Vehicle by providing prior written notification to Enterprise.
6. Time for Payment:
(a) No later than ten (10)business days after the collection of funds for the sale of a Vehicle, Enterprise will remit to the CUSTOMER an
amount equal to the Vehicle sale price minus any seller fees,auction fees, Service Fees,towing costs, title service fees, enhancement fees and
any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 6(a)shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes that fairness to the buyer or seller justifies the cancellation or reversal of the sale. If Enterprise
has already remitted payment to CUSTOMER pursuant to Section 6(a) prior to the sale being reversed or cancelled, CUSTOMER agrees
to reimburse Enterprise said payment in full. Enterprise will then re-list the Vehicle and pay CUSTOMER in accordance with this Section
6. Examples of mistakes or inadvertences include, but are not limited, to Vehicles sold using inaccurate or incomplete vehicle or title
descriptions and bids entered erroneously.
7. Indemnification and Hold Harmless: Enterprise and CUSTOMER agree to indemnify, defend and hold each other and its parent, employees
and agents harmless to the extent any loss,damage,or liability arises from the negligence or willful misconduct of the other, its agents or
employees,and for its breach of any term of this Agreement. The parties'obligations under this section shall survive termination of this
Agreement.
8. Liens,Judgments.Titles and Defects: CUSTOMER shall defend, indemnify and hold Enterprise its parent,employees and agents harmless from
and against any and all claims,expenses(including reasonable attorney's fees), suits and demands arising out of, based upon, or resulting from
any judgments, liens or citations that were placed on the Vehicle,defects in the Vehicle's title, or mechanical or design defects in the Vehicle.
9. Odometer: Enterprise assumes no responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER shall defend,
indemnify and hold Enterprise its parent,employees and agents harmless from and against any and all claims,expenses(including reasonable
attorney's fees),suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any Vehicle or any
odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by an employee, Enterprise, or officer of
Enterprise.
10. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees, auction fees,
Service Fees,towing costs,title service fees,enhancement fees and any expenses incurred by Enterprise while selling Vehicle from said funds.
Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
11. Compliance with Laws: Enterprise shall comply with all federal,state, and local laws, regulations, ordinances,and statutes, including those of
any state motor vehicle departments,department of insurance,and the Federal Odometer Act.
12. Insurance: CUSTOMER shall obtain and maintain in force at all times during the term of this Agreement and keep in place until each Vehicle
is sold and title is transferred on each Vehicle, automobile third party liability of$1,000.000 per occurrence and physical damage coverage on all
Vehicles. This insurance shall be written as a primary policy and not contributing with any insurance coverage or self-insurance applicable to
Enterprise.
13. Term:This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30)days prior written notice to terminate the Agreement with or without cause.
14. Modification: No modification,amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement:This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises,
representations, understandings,and negotiations,whether written or oral,with respect to the subject matter hereto.
16. Liability Limit: In the event Enterprise is responsible for any damage to a Vehicle, Enterprise's liability for damage to a Vehicle in its possession
shall be limited to the lesser of: (1)the actual cost to repair the damage to such vehicle suffered while in Enterprise's possession;or(2)the
negative impact to the salvage value of such vehicle. Enterprise shall not be liable for any other damages to a Vehicle of any kind, including but not
limited to special, incidental,consequential or other damages.
17. Attorney's Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement,the prevailing
party shall be entitled to receive from the losing party reasonable attorney's fees and costs for legal services rendered to the prevailing party.
18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
"ENTERPRISE" "CUSTOMER"
Signature: Signature:
Printed Name: Fiona Watson Printed Name:
Finance Director
Title: Title:
Date Signed: Date Signed:
FLEET MANAGEMENT
AGREEMENT TO SELL CUSTOMER VEHICLES
THIS AGREEMENT is entered into by and among the entities set forth on the attached Schedule 1 (hereinafter each an"Enterprise Entity"
and collectively the"Enterprise Entities")and Enterprise Fleet Management, Inc. (hereinafter referred to as"EFM") (the"Enterprise
Entities"and"EFM"shall collectively be referred to as"Enterprise")on the one hand and
(hereinafter referred to as"CUSTOMER"),on the other hand on this day of (hereinafter referred to as
the"Execution Date").
RECITALS
A. Enterprise FM Trust and CUSTOMER have entered into an agreement whereby Customer has agreed to lease certain vehicles set forth
in the agreement between Customer and Enterprise FM Trust;
B. EFM is the servicer of the lease agreement between Enterprise FM Trust and Customer;
C. Enterprise,from time to time, sells vehicles at wholesale auctions and other outlets;and
D. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale, CUSTOMER's vehicles set
forth on Exhibit A,attached hereto and incorporated herein,as supplemented from time to time(collectively,the"Vehicles").
NOW,THEREFORE,for and in consideration of the mutual promises and covenants hereinafter set forth,the parties agree as follows:
TERMS AND CONDITIONS
1. Right to Sell: Enterprise shall have the non-exclusive right to sell any Vehicles assigned to Enterprise by CUSTOMER, or under
consignment from Customer to Enterprise,as the case may be dependent upon applicable law in the jurisdiction in which the Vehicle is to
be sold. For Vehicles to be sold under assignment, Customer shall assign the title to Enterprise and deliver the assigned title to Enterprise
with the Vehicle. For Vehicles to be sold under consignment, Customer shall execute a consignment agreement granting Enterprise power
in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary thereto on behalf of CUSTOMER.
2. Additional Documentation: Where necessary, CUSTOMER shall execute any and all additional documentation, required to effectuate
the sale of Vehicle(s).
3. Service Fee: For each Vehicle sold,the CUSTOMER shall pay Enterprise an administrative fee of the lesser of$400 or the
maximum permitted by law("Service Fee").
4. Sales Process: Enterprise shall use reasonable efforts in its sole discretion to sell each Vehicle. CUSTOMER may,at its discretion,
place a Minimum Bid or Bid to be Approved (BTBA)on any Vehicle by providing prior written notification to Enterprise. Enterprise
shall have full discretion to accept any bid at or above the designated minimum bid or BTBA. Absent any such minimum bid or BTBA,
Enterprise shall have full discretion to accept any bid on a Vehicle.
5. Time for Payment:
(a) No later than twenty-one(21) business days after the collection of funds by Enterprise for the sale of a Vehicle,Enterprise will remit to
the CUSTOMER an amount equal to the Vehicle sale price minus any seller fees,auction fees, Service Fees, towing costs,title service fees,
enhancement fees and any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 6(a)shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes in its sole discretion that fairness to the buyer or seller justifies the cancellation or reversal
of the sale. If Enterprise has already remitted payment to CUSTOMER pursuant to Section 6(a) prior to the sale being reversed or
cancelled, CUSTOMER agrees to reimburse Enterprise said payment in full. Enterprise will then re-list the Vehicle and pay CUSTOMER in
accordance with this Section 6. Examples of mistakes or inadvertences include, but are not limited,to Vehicles sold using inaccurate or
incomplete vehicle or title descriptions and bids entered erroneously.
6. Indemnification and Hold Harmless: Except as otherwise provided herein, CUSTOMER agrees to indemnify, defend and hold EFM and each
Enterprise Entity and their parents and affiliated entities, employees and agents harmless to the extent any loss, damage, or liability arises from
EFM or any Enterprise Entity's use or operation of a vehicle and for the negligence or willful misconduct of Customer, its agents or employees,and
for its breach of any term of this Agreement. The parties'obligations under this section shall survive termination of this Agreement.
7. Risk of Loss: Notwithstanding anything to the contrary hereunder, CUSTOMER shall assume all risk of loss for damage to or loss of any
Vehicle or any part or accessory regardless of fault or negligence of CUSTOMER, Enterprise, EFM or any other person or entity or act of God.
8. Liens, Judgments.Titles and Defects: CUSTOMER represents and warrants it holds full legal title to each such Vehicle,title to each such
Vehicle is clean and not subject to being branded for any reason, or requires any form of additional disclosure to a purchaser and that there are no
open recalls on each such Vehicle. CUSTOMER shall defend, indemnify and hold Enterprise, EFM,their parents,employees and agents harmless
from and against any and all claims, expenses(including reasonable attorney's fees), suits and demands arising out of, based upon, or resulting
from any judgments, liens or citations that were placed on the Vehicle,defects in the Vehicle's title,or mechanical or design defects in the Vehicle.
9. Odometer: Neither EFM nor Enterprise assume responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER
shall defend, indemnify and hold EFM, Enterprise,their parents, employees and agents harmless from and against any and all claims,expenses
(including reasonable attorney's fees), suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any
Vehicle or any odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by EFM, Enterprise,their
employees or officers.
10. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, EFM or Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees,auction
fees, Service Fees,towing costs,title service fees, enhancement fees and any expenses incurred by EFM or Enterprise while selling Vehicle from
said funds. EFM or Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
11. Compliance with Laws: EFM, Enterprise and CUSTOMER shall comply with all federal, state,and local laws, regulations, ordinances, and
statutes, including those of any state motor vehicle departments, department of insurance,and the Federal Odometer Act.
12. Insurance: CUSTOMER shall maintain and provide proof of Automobile Liability Insurance until the later of title transfer to purchaser of
Vehicle or transfer of sales proceeds to Customer covering liability arising out of maintenance, use or operation of any Vehicle(owned, hired and
non-owned)under this Agreement,with limits of not less than one million dollars($1,000,000) per occurrence for bodily injury and property
damage. EFM, Enterprise,and their subsidiaries and affiliates are to be named as Additional Insureds.This insurance shall be written as a primary
policy and not contributing with any insurance coverage or self-insurance or other means of owner's financial responsibility applicable to EFM or
Enterprise. CUSTOMER must waive and must require that its insurer waive its right of subrogation against EFM and Enterprise and their affiliates,
employees, successors and permitted assigns on account of any and all claims CUSTOMER may have against EFM or Enterprise with respect to
insurance actually carried or required to be carried pursuant to this Agreement.
13. Term:This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30)days prior written notice to terminate the Agreement with or without cause.
14. Modification: No modification,amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement:This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises,
representations, understandings,and negotiations,whether written or oral,with respect to the subject matter hereto.
16. Liability Limit: EXCEPT TO THE EXTENT A PARTY HERETO BECOMES LIABLE FOR ANY DAMAGES OF THE TYPES DESCRIBED BELOW TO A
THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM AND SUCH PARTY IS ENTITLED TO INDEMNIFICATION WITH RESPECT THERETO UNDER
THE PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO OTHER PARTY FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES(INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL,
LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS AND/OR INTERRUPTIONS OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
17. Attorney's Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement,the prevailing
party shall be entitled to receive from the losing party reasonable attorney's fees and costs for legal services rendered to the prevailing party.
18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
19. Independent Contractor: EFM and Enterprise shall perform the services hereunder as an independent contractor of Customer and no term of
this Agreement shall be deemed or construed to render CUSTOMER and EFM or Enterprise as joint venturers or partners.
20. Unsold Vehicles: Should such Vehicle not sell, Customer shall pick up Vehicle within five(5)business days of being provided notice that the
Vehicle has not been sold and,for Vehicles assigned to Enterprise by Customer, Enterprise shall assign title back to CUSTOMER.
"ENTERPRISE" "CUSTOMER"
Signature: Signature:
Printed Name: Fiona Watson Printed Name:
Finance Director
Title: Title:
Date Signed: Date Signed:
Schedule 1
Enterprise Leasing Company of STL, LLC Enterprise Rent-A-Car Company of Sacramento, LLC
Enterprise Leasing Company of Georgia, LLC Enterprise Rent-A-Car Company of Los Angeles, LLC
Enterprise Leasing Company of Florida, LLC Enterprise RAC Company of Cincinnati, LLC
Enterprise Leasing Company of KS LLC CLERAC, LLC
EAN Holdings, LLC Enterprise Rent-A-Car Company of Pittsburgh, LLC
Enterprise Leasing Company of Orlando, LLC Enterprise Rent-A-Car Company of Wisconsin, LLC
Enterprise Leasing Company of Indianapolis, LLC Enterprise Rent-A-Car Company of UT, LLC
Enterprise Rent-A-Car Company of Boston, LLC CAMRAC, LLC
Enterprise Leasing Company of Denver, LLC Enterprise Rent-A-Car Company of Rhode Island, LLC
Enterprise Leasing Company of Chicago, LLC Enterprise Leasing Company of Phoenix, LLC
Enterprise RAC Company of Maryland, LLC Enterprise Leasing Company-Southeast, LLC
Enterprise Leasing Company of Philadelphia, LLC Enterprise Leasing Company-West, LLC
Enterprise RAC Company of Baltimore, LLC Enterprise Leasing Company-South Central, LLC
Enterprise Leasing Company of Minnesota, LLC PENRAC, LLC
Enterprise Leasing Company of Detroit, LLC Enterprise Rent-A-Car Company of KY, LLC
Enterprise Leasing Co of Norfolk/Richmond, LLC Enterprise Rent-A-Car Company-Midwest, LLC
Enterprise Rent-A-Car Co of San Francisco, LLC Enterprise RAC Company of Montana/Wyoming, LLC
ELRAC, LLC
SNORAC, LLC
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Frank Pinter/Kelly Frazier
DEPARTMENT: Support Services EXT: 530/519
BRIEFING DATE: January 6, 2020
PREVIOUS BRIEFING DATES: November 12 and December 16, 2019
If this is a follow-up briefing, please provide only new information
ITEM: Consider Enterprise Fleet Management Lease Agreements
EXECUTIVE SUMMARY:
A Request for Proposals(RFP) was issued on October 1, 2019 for County Fleet Leasing and Maintenance Services. One
proposal was received from Enterprise Fleet Management. Staff has provided detailed information for leasing
vehicles and for staying with the current ER&R program. At the December 16 briefing, staff was directed to bring
forward lease agreements for consideration.
Master Lease Agreement—allows the County to order any vehicle from any manufacturer and pay for it in cash,
finance or leasing terms
Maintenance Agreement—Enterprise's fixed and guaranteed maintenance program allowing them to streamline that
portion of the County's new vehicles
Maintenance Management/Rental Agreement—Enterprise's maintenance audit program both in-house and outside
shops can use. Allows Enterprise to fully audit County jobs moving forward
Power of Attorney—allows Enterprise to process licensing,titling and all DMV work on behalf of County WSDOT fleet
code and place vehicle orders with dealers on County's behalf.
Consignment Agreements—allows Enterprise to sell both leased and "company-owned vehicles" on County's behalf
per each state's requirements in the USA.
Gas Card Application—this will need to be processed through WEX directly.
Insurance Application—will be coming from Enterprise's insurance department.
BUDGET IMPACTS: Replaces ER&R program for Current Expense & Public Health Fund vehicles.
RECOMMENDED OR REQUESTED ACTION:
Place Enterprise Fleet Management Agreements on the January 14 agenda for approval. Staff will brief the next steps
as we move through the process.
Briefing Summary 12/26/2019
FLEET MANAGEMENT
MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this day of ,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: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (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 Equity Lease Agreement and the various Schedules
and addenda to this Master Equity 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,"Servicer")may administer
this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor.
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
ayable 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
iegin 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. A portion of each monthly rental payment,being the amount designated as"Depreciation
Reserve"on the applicable Schedule,will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes
of computing the Book Value of the Vehicle under Section 3(c). 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 Term(whether by reason of expiration,early termination or otherwise).
(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term,whether as a result of a default by Lessee,a Casualty Occurrence
or any other reason,the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the adjusted amount will be
payable by Lessee to Lessor on the termination date.
(c)Lessee agrees to pay Lessor within thirty(30)days after the end of the Term for each Vehicle,additional rent equal to the excess,if any,of the Book Value
of such Vehicle over the greater of(i)the wholesale value of such Vehicle as determined by Lessor in good faith or(ii)except as provided below,twenty percent
(20%)of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of(i)the wholesale
value of such Vehicle as determined by Lessor in good faith or(ii)except as provided below,twenty percent(20%) of the Delivered Price of such Vehicle as
set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty(30)days after the end of the
applicable Term. Notwithstanding the foregoing,if(i)the Term for a Vehicle is greater than forty-eight(48)months(including any extension of the Term for such
Vehicle),(ii)the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average(prorated on a daily basis)(i.e.,if the mileage on a
Vehicle with a Term of thirty-six(36)months is greater than 45,000 miles)or(iii)in the sole judgment of Lessor,a Vehicle has been subject to damage or any
abnormal or excessive wear and tear,the calculations described in the two immediately preceding sentences shall be made without giving effect to clause(ii)in
each such sentence.The"Book Value"of a Vehicle means the sum of(i)the"Delivered Price"of the Vehicle as set forth in the applicable Schedule minus(ii)the
total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus(iii)all accrued and unpaid rent and/or other amounts owed by Lessee with
respect to such Vehicle.
(d) 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.
(e) 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").
(f) 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.
Initials: EFM Customer
(g) 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 Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle
regardless of the cause 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 allow only duly authorized, licensed and insured drivers to use 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 event will 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 at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated
by Lessor. 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 pro-rated 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 agrees to pay all costs,expenses,fees,charges,fines,tickets,penalties and taxes(other than federal and
state 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 titled 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 or local law,rule, regulation or ordinance. Lessee agrees that it will 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 state.
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. 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 NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT
OF A MANUFACTURER OF ANY VEHICLE.
(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. 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.
Initials: EFM Customer
(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 date thirty(30)days after the date of the Casualty
Occurrence the amounts owed under Sections 3(b)and 3(c)with respect to such Totaled Vehicle. 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,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 Registration 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 Property Damage(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 stated 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 loss 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 or entity
designated by Lessor at least thirty(30)days prior written notice of such proposed cancellation,change or modification,(ii)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 similar risks. Original certificates evidencing such coverage and
naming Lessor,Servicer,any other agent of 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 attorney-in-fact to receive payment of,to endorse all checks and other documents and to
take any other actions necessary to pursue insurance claims and recover payments if Lessee fails 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 property damage resulting from the ownership,maintenance,use or operation of any Vehicle,Lessee will promptly notify Lessor of such action or claim
end 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 by such 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
Initials: EFM Customer
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 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 all losses, 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.
13. INSPECTION OF VEHICLES;ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all inspections of the
Vehicles required by any governmental authority during the Term. Lessor,Servicer,any other agent of Lessor and any of their respective successors or assigns
will have the right to inspect any Vehicle at any reasonable time(s) during the Term 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 time reasonably request.
14. DEFAULT;REMEDIES: The following shall constitute events of default("Events of Default")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 unremedied 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 or any other 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 all 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 validity 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 recover damages and expenses sustained by Lessor,Servicer,any other agent of Lessor or any of their respective successors
or assigns by reason 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 Vehicle,Lessor may recover from Lessee
all amounts owed by Lessee under Sections 3(b)and 3(c)of this Agreement(and,if Lessor does not recover possession of a Vehicle,(i)the estimated wholesale
value of such Vehicle for purposes of Section 3(c)shall be deemed to be$0.00 and(ii)the calculations described in the first two sentences of Section 3(c)shall be
made without giving effect to clause(ii)in each such sentence);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 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 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
Initials: EFM Customer
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.
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
Agreement is 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 sole 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 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 counterparts(including facsimile and pdf counterparts),but the
counterpart marked"ORIGINAL"by 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.
17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: 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 Missouri(determined without
eference to conflict of law principles).
J8. 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 state of the United States. The provisions of this Section 18 shall
survive termination of this Master Equity 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
governing 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 all 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 will 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 Equity Lease Agreement as of the day and year first above written.
LESSEE: LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management,Inc.its attorney in fact
Signature:
Signature:
By:
By:
Title:
Title:
Address:
Address:
Date Signed:
Date Signed:
Initials: EFM Customer
FLEET MANAGEMENT
MAINTENANCE AGREEMENT
This Maintenance Agreement(this"Agreement")is made and entered into this day of ,by Enterprise Fleet Management, Inc.,a Missouri
corporation("EFM"),and ("Lessee").
WITNESSETH
1. LEASE. Reference is hereby made to that certain Master Lease Agreement dated as of the day of , by and between 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,extended,renewed,
supplemented or restated,the"Lease").All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to
them in the Lease.
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 of the
Schedule for such vehicle includes a charge for maintenance(the"Covered Vehicle(s)").
3, TERM AND TERMINATION.The term of this Agreement("Term")for each Covered Vehicle shall begin on the Delivery Date of such Covered 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 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 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 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 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 Agreement.
A. VEHICLE REPAIRS AND SERVICE. EFM agrees that,during the Term for the applicable Covered Vehicle and subject to the terms and conditions of this
,greement,it will pay for,or reimburse Lessee for its payment of,all costs and expenses incurred in connection with the maintenance or repair of a Covered
ehicle.This Agreement does not cover,and Lessee will remain responsible for and pay for,(a)fuel,(b)oil and other fluids between changes,(c)tire repair and
replacement,(d)washing,(e)repair of damage due to lack of maintenance by Lessee between scheduled services(including,without limitation,failure to maintain
fluid levels),(f)maintenance or repair of any alterations to a Covered Vehicle or of any after-market components(this Agreement covers maintenance and repair
only of the Covered Vehicles themselves and any factory-installed components and does not cover maintenance or repair of chassis alterations,add-on bodies
(including,without limitation,step vans)or other equipment(including,without 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 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,explosion,other Acts of God,an object striking the Covered Vehicle,improper use of the Covered Vehicle
(including,without limitation,driving over curbs,overloading,racing or other competition)or Lessee's failure to maintain the Covered Vehicle as required by the
Lease,(h)roadside assistance or 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 transmission clutch adjustment or replacement,(ii)brake adjustment or replacement or(iii)front axle alignment.Whenever it is necessary
to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility
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 service and
EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for 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). 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 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 the manufacturer,unless otherwise agreed to by EFM.
Notwithstanding any other provision of this Agreement to the contrary,(a)all service performed 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 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 and(b)EFM is not required to provide or pay for any service to any Covered Vehicle
after 100,000 miles.
5. ENTERPRISE CARDS: EFM may,at its option,provide Lessee with an authorization card(the"EFM Card")for use in authorizing the payment of 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 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 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 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 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-transferable.
i. PAYMENT TERMS.The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance on the first day
)f 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 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 maintenance fee payment date.Any
monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within 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 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 applicable Schedule allows the number of miles per month as set forth
Initials: EFM Customer
in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term(whether by reason of termination of this Agreement or otherwise)an overmileage
maintenance fee for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule.EFM may,at its option,permit Lessor,as
an agent for EFM,to bill and collect amounts due to EFM under this Agreement from Lessee on behalf of EFM.
7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for
maintenance and/or repair services on the Covered Vehicles to be performed by third parties.EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND,EXPRESS OR IMPLIED,WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES,
INCLUDING,WITHOUT LIMITATION,ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,COMPLIANCE
WITH SPECIFICATIONS,OPERATION,CONDITION,SUITABILITY,PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT,REPAIR
OR SERVICE WILL NOT RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT,INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE
FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.
8. LESSOR NOT A PARTY. Lessor is not a party to,and shall have no rights,obligations or duties under or in respect of,this Agreement.
9. NOTICES.Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile,recognized overnight
courier or registered or certified mail,return receipt requested and postage prepaid,to the applicable party at its address or facsimile number set forth on
the signature page of this Agreement,or at such other address or facsimile number as any party hereto may designate as its address or facsimile number for
communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered or sent if delivered in person or
sent by facsimile,on the first(1st)business day after the day on which sent,if sent by recognized overnight courier or on the third(3rd)business day after the day
on which mailed,if sent by registered or certified mail.
10. MISCELLANEOUS,This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof.This Agreement may be amended
only by an agreement in writing signed by EFM and Lessee.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,as
to such jurisdiction,be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provisions in any other jurisdiction.This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns,except that Lessee may not assign,transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of EFM.This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri
(without reference to conflict of law principles).
IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written.
LESSEE: EFM: Enterprise Fleet Management, Inc.
Signature: Signature:
By: By:
Fiona Watson
Title: Title: Finance Director
Address: Address: 1119 SW 7th St.
Renton, WA 98057
Attention: Attention:
Fax#: Fax#:
Date Signed: Date Signed:
Initials: EFM Customer
enterprisei
FLEET MANAGEMENT
MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT
This Agreement is entered into as of the day of , by and between Enterprise Fleet Management, Inc.,a Missouri corporation, doing business as
"Enterprise Fleet Management"("EFM"),and (the"Company").
WITNESSETH:
1. ENTERPRISE CARDS: Upon request from the Company,EFM will provide a driver information packet outlining its vehicle maintenance program(the"Program")
and a card("Card")for each Company vehicle included in the Company's request. All drivers of vehicles subject to this Agreement must be a representative of the
Company,its subsidiaries or affiliates. All Cards issued by EFM upon request of the Company shall be subject to the terms of this Agreement and the responsibility
of the Company. All Cards shall bear an expiration date.
Cards issued to the Company shall be used by the Company in accordance with this Agreement and limited solely to purchases of certain products and services for
Company vehicles,which are included in the Program. The Program is subject to all other EFM instructions,rules and regulations which may be revised from time
to time by EFM. Cards shall remain the property of EFM and returned to EFM upon expiration or cancellation.
2. VEHICLE REPAIRS AND SERVICE: EFM will provide purchase order control by phone or in writing authorizing charges for repairs and service over$75,or such
other amount as may be established by EFM from time to time under the Program. All charges for repairs and services will be invoiced to EFM. Invoices will be
reviewed by EFM for accuracy,proper application of potential manufacturer's warranties,application of potential discounts and unnecessary,unauthorized repairs.
Notwithstanding the above,in the event the repairs and service are the result of damage from an accident or other non-maintenance related cause(including glass
claims),these matters will be referred to the Company's Fleet Manager. If the Company prefers that EFM handle the damage repair,the Company agrees to assign
the administration of the matter to EFM. EFM will administer such claims in its discretion. The fees for this service will be up to$125.00 per claim and the Company
agrees to reimburse for repairs as outlined in this agreement. If the Company desires the assistance of EFM in recovering damage amounts from at fault third parties,
Vehicle Risk Management Agreement must be on file for the Company.
3. BILLING AND PAYMENT: All audited invoices paid by EFM on behalf of the Company will be consolidated and submitted to the Company on a single monthly
invoice for the entire Company fleet covered under this Agreement. The Company is liable for,and will pay EFM within ten(10)days after receipt of an invoice or
statement for,all purchases invoiced to the Company by EFM,which were paid by EFM for or on behalf of the Company. EFM will be entitled to retain for its own
account,and treat as being paid by EFM for purposes of this Agreement,any discounts it receives from a supplier with respect to such purchases which are based
on the overall volume of business EFM provides to such supplier and not solely the Company's business. EFM will exercise due care to prevent additional charges
from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement. The Company will use its best efforts to
obtain and return any such cancelled Card.
4. RENTAL VEHICLES: The Card will authorize the Company's representative to arrange for rental vehicles with a subsidiary of Enterprise Rent-A-Car Company
for a maximum of two(2)days without prior authorization. Extensions beyond two(2)days must be granted by an EFM representative. The Company assumes all
responsibility for all rental agreements arranged by EFM with a subsidiary of Enterprise Rent-A-Car Company through an EFM representative or through the use of
the Card. All drivers must be at least 21 years of age,hold a valid driver's license,be an employee of the Company or authorized by the Company through established
reservation procedures and meet other applicable requirements of the applicable subsidiary of Enterprise Rent-A-Car Company.
5. NO WARRANTY: EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,WITH RESPECT TO PRODUCTS, REPAIRS OR
SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES, INCLUDING,WITHOUT LIMITATION,ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY,COMPLIANCE WITH SPECIFICATIONS,OPERATION,CONDITION,SUITABILITY,PERFORMANCE,QUALITY OR FITNESS FOR USE. Any defect
in the performance of any product,repair or service will not relieve the Company from its obligations under this Agreement,including without limitation the payment
to EFM of monthly invoices.
6. CANCELLATION: Either party may cancel any Card under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party.
The cancellation of any Card or termination of this Agreement will not affect any rights or obligations under this Agreement,which shall have previously accrued or
shall thereafter arise with respect to any occurrence prior to such cancellation or termination. A Card shall be immediately returned to EFM upon cancellation to:
Enterprise Fleet Management,600 Corporate Park Drive,St.Louis,MO 63105,Attention:Enterprise Card Department. Notice to EFM regarding the cancellation of any
Card shall specify the Card number and identify the Company's representative. In the case of a terminated representative,such notice shall include a brief description
of the efforts made to reclaim the Card.
NOTICES: All notices of cancellation or termination under this Agreement shall be mailed postage prepaid by registered or certified mail,or sent by express
overnight delivery service,to the other party at its address set forth on the signature page of this Agreement or at such other address as such party may provide
in writing from time to time. Any such notice sent by mail will be effective three(3)days after deposit in the United States mail,duly addressed,with registered or
certified mail postage prepaid. Any such notice sent by express overnight delivery service will be effective one(1)day after deposit with such delivery service,duly
addressed,with delivery fees prepaid. The Company will promptly notify EFM of any change in the Company's address.
Initials: EFM Customer
8. FEES: EFM will charge the Company for the service under this Agreement$ 10 per month per Card,plus a one time set-up fee of$o
9. MISCELLANEOUS: This Agreement may be amended only by an agreement in writing signed by EFM and the Company. This Agreement is governed by the
substantive laws of the State of Missouri(determined without reference to conflict of law principles).
IN WITNESS WHEREOF,EFM and the Company have executed this Maintenance Management and Fleet Rental Agreement as of the day and year first above written.
Company: EFM: Enterprise Fleet Management,Inc.
Signature: Signature:
By: By:
Fiona Watson
Title: Title:
Finance Director
Address: Address:
1119 SW 7th St.
Renton, WA 98057
Date Signed: Date Signed:
Initials: EFM Customer
FLEET MANAGEMENT
1119 SW 7th Street,Renton,WA 98057
POWER OF ATTORNEY
Mason County appoints to act as its agent to sign all
papers and documents that may be necessary in order to title and/or license vehicles for
the above mentioned company. This Power of Attorney does not allow the agent to sign
for the transfer of ownership to vehicles.
Mason County agrees to guarantee and save the State from all responsibility for any legal
action,which might arise from the issuance of a certificate of title, and/or registration for
any vehicle licensed by the agent.
Mason County
Signature/Title:
Printed Name:
Notary:
State/County:
Signed or Attested before me on:
By:
Signature of Notary:
Printed Name of Notary:
Notary Expiration Date:
FLEET MANAGEMENT
CONSIGNMENT AUCTION AGREEMENT
THIS AGREEMENT is entered into by and between Enterprise Fleet Management, Inc. a Missouri Corporation(hereinafter referred to as
"Enterprise")and (hereinafter referred to as"CUSTOMER") on this day of
(hereinafter referred to as the"Execution Date").
RECITALS
A. Enterprise is in the business of selling previous leased and rental vehicles at wholelsale auctions; and
B. The CUSTOMER is in the business of
C. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale auction, CUSTOMER's vehicles
set forth on Exhibit A,attached hereto and incorporated herein, as supplemented from time to time(collectively,the"Vehicles").
NOW,THEREFORE,for and in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
TERMS AND CONDITIONS
1. Right to Sell: Enterprise shall have the non-exclusive right to sell any Vehicles consigned to Enterprise by a CUSTOMER within the
Geographic Territory.
2. Power of Attorney: CUSTOMER appoints Enterprise as its true and lawful attorney-in-fact to sign Vehicle titles on behalf of CUSTOMER
for transfer of same and hereby grant it power in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary
thereto on behalf of CUSTOMER. The rights, powers and authorities of said attorney-in-fact granted in this instrument shall commence and
be in full force and effect on the Execution Date,and such rights, powers and authority shall remain in full force and effect thereafter until
terminated as set forth herein.
3. Assignments: Vehicle assignments may be issued to Enterprise by phone,fax, or electronically.
4. Service Fee: For each Vehicle sold,the CUSTOMER shall pay Enterprise a fee of$400 ("Service Fee")plus towing at prevailing rates.
5. Sales Process: Enterprise shall use reasonable efforts sell each Vehicle. CUSTOMER may,at its discretion, place a Minimum Bid or Bid to
be Approved(BTBA)on any Vehicle by providing prior written notification to Enterprise.
6. Time for Payment:
(a) No later than ten (10)business days after the collection of funds for the sale of a Vehicle, Enterprise will remit to the CUSTOMER an
amount equal to the Vehicle sale price minus any seller fees,auction fees,Service Fees,towing costs, title service fees,enhancement fees and
any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 6(a)shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes that fairness to the buyer or seller justifies the cancellation or reversal of the sale. If Enterprise
has already remitted payment to CUSTOMER pursuant to Section 6(a)prior to the sale being reversed or cancelled, CUSTOMER agrees
to reimburse Enterprise said payment in full. Enterprise will then re-list the Vehicle and pay CUSTOMER in accordance with this Section
6. Examples of mistakes or inadvertences include, but are not limited,to Vehicles sold using inaccurate or incomplete vehicle or title
descriptions and bids entered erroneously.
7. Indemnification and Hold Harmless: Enterprise and CUSTOMER agree to indemnify,defend and hold each other and its parent,employees
and agents harmless to the extent any loss,damage, or liability arises from the negligence or willful misconduct of the other, its agents or
employees, and for its breach of any term of this Agreement. The parties'obligations under this section shall survive termination of this
Agreement.
8. Liens,Judgments.Titles and Defects:CUSTOMER shall defend, indemnify and hold Enterprise its parent,employees and agents harmless from
and against any and all claims,expenses(including reasonable attorney's fees),suits and demands arising out of, based upon, or resulting from
any judgments, liens or citations that were placed on the Vehicle, defects in the Vehicle's title,or mechanical or design defects in the Vehicle.
9. Odometer: Enterprise assumes no responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER shall defend,
indemnify and hold Enterprise its parent, employees and agents harmless from and against any and all claims,expenses(including reasonable
attorney's fees),suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any Vehicle or any
odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by an employee, Enterprise, or officer of
Enterprise.
10. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees,auction fees,
Service Fees,towing costs,title service fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle from said funds.
Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds,if any.
11. Compliance with Laws: Enterprise shall comply with all federal, state,and local laws, regulations,ordinances, and statutes, including those of
any state motor vehicle departments, department of insurance, and the Federal Odometer Act.
12. Insurance:CUSTOMER shall obtain and maintain in force at all times during the term of this Agreement and keep in place until each Vehicle
is sold and title is transferred on each Vehicle,automobile third party liability of$1,000.000 per occurrence and physical damage coverage on all
Vehicles. This insurance shall be written as a primary policy and not contributing with any insurance coverage or self-insurance applicable to
Enterprise.
13. Term:This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30)days prior written notice to terminate the Agreement with or without cause.
14. Modification: No modification,amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement:This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements,promises,
representations, understandings,and negotiations,whether written or oral,with respect to the subject matter hereto.
16. Liability Limit: In the event Enterprise is responsible for any damage to a Vehicle, Enterprise's liability for damage to a Vehicle in its possession
shall be limited to the lesser of: (1)the actual cost to repair the damage to such vehicle suffered while in Enterprise's possession;or(2)the
negative impact to the salvage value of such vehicle. Enterprise shall not be liable for any other damages to a Vehicle of any kind, including but not
limited to special, incidental,consequential or other damages.
17. Attorney's Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement,the prevailing
party shall be entitled to receive from the losing party reasonable attorney's fees and costs for legal services rendered to the prevailing party.
18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
"ENTERPRISE" "CUSTOMER"
Signature: Signature:
Printed Name: Fiona Watson
Printed Name:
Finance Director
Title: Title:
Date Signed: Date Signed:
FLEET MANAGEMENT
AGREEMENT TO SELL CUSTOMER VEHICLES
THIS AGREEMENT is entered into by and among the entities set forth on the attached Schedule 1 (hereinafter each an"Enterprise Entity"
and collectively the"Enterprise Entities")and Enterprise Fleet Management, Inc. (hereinafter referred to as"EFM") (the"Enterprise
Entities"and"EFM"shall collectively be referred to as"Enterprise")on the one hand and
(hereinafter referred to as"CUSTOMER"),on the other hand on this day of (hereinafter referred to as
the"Execution Date").
RECITALS
A. Enterprise FM Trust and CUSTOMER have entered into an agreement whereby Customer has agreed to lease certain vehicles set forth
in the agreement between Customer and Enterprise FM Trust;
B. EFM is the servicer of the lease agreement between Enterprise FM Trust and Customer;
C. Enterprise,from time to time,sells vehicles at wholesale auctions and other outlets;and
D. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale, CUSTOMER's vehicles set
forth on Exhibit A,attached hereto and incorporated herein,as supplemented from time to time(collectively, the"Vehicles").
NOW,THEREFORE, for and in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
TERMS AND CONDITIONS
1. Right to Sell: Enterprise shall have the non-exclusive right to sell any Vehicles assigned to Enterprise by CUSTOMER,or under
consignment from Customer to Enterprise,as the case may be dependent upon applicable law in the jurisdiction in which the Vehicle is to
be sold. For Vehicles to be sold under assignment, Customer shall assign the title to Enterprise and deliver the assigned title to Enterprise
with the Vehicle. For Vehicles to be sold under consignment, Customer shall execute a consignment agreement granting Enterprise power
in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary thereto on behalf of CUSTOMER.
2. Additional Documentation: Where necessary, CUSTOMER shall execute any and all additional documentation, required to effectuate
the sale of Vehicle(s).
3. Service Fee: For each Vehicle sold,the CUSTOMER shall pay Enterprise an administrative fee of the lesser of$400 or the
maximum permitted by law("Service Fee").
4. Sales Process: Enterprise shall use reasonable efforts in its sole discretion to sell each Vehicle. CUSTOMER may,at its discretion,
place a Minimum Bid or Bid to be Approved(BTBA)on any Vehicle by providing prior written notification to Enterprise. Enterprise
shall have full discretion to accept any bid at or above the designated minimum bid or BTBA. Absent any such minimum bid or BTBA,
Enterprise shall have full discretion to accept any bid on a Vehicle.
5. Time for Payment:
(a) No later than twenty-one(21)business days after the collection of funds by Enterprise for the sale of a Vehicle,Enterprise will remit to
the CUSTOMER an amount equal to the Vehicle sale price minus any seller fees,auction fees, Service Fees,towing costs,title service fees,
enhancement fees and any expenses incurred by Enterprise while selling Vehicle,regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 6(a)shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes in its sole discretion that fairness to the buyer or seller justifies the cancellation or reversal
of the sale. If Enterprise has already remitted payment to CUSTOMER pursuant to Section 6(a)prior to the sale being reversed or
cancelled, CUSTOMER agrees to reimburse Enterprise said payment in full. Enterprise will then re-list the Vehicle and pay CUSTOMER in
accordance with this Section 6. Examples of mistakes or inadvertences include, but are not limited,to Vehicles sold using inaccurate or
incomplete vehicle or title descriptions and bids entered erroneously.
6. Indemnification and Hold Harmless: Except as otherwise provided herein, CUSTOMER agrees to indemnify,defend and hold EFM and each
Enterprise Entity and their parents and affiliated entities, employees and agents harmless to the extent any loss, damage, or liability arises from
EFM or any Enterprise Entity's use or operation of a vehicle and for the negligence or willful misconduct of Customer, its agents or employees, and
for its breach of any term of this Agreement. The parties'obligations under this section shall survive termination of this Agreement.
7. Risk of Loss: Notwithstanding anything to the contrary hereunder, CUSTOMER shall assume all risk of loss for damage to or loss of any
Vehicle or any part or accessory regardless of fault or negligence of CUSTOMER, Enterprise, EFM or any other person or entity or act of God.
8. Liens, Judgments,Titles and Defects:CUSTOMER represents and warrants it holds full legal title to each such Vehicle,title to each such
Vehicle is clean and not subject to being branded for any reason, or requires any form of additional disclosure to a purchaser and that there are no
open recalls on each such Vehicle. CUSTOMER shall defend, indemnify and hold Enterprise, EFM,their parents,employees and agents harmless
from and against any and all claims,expenses(including reasonable attorney's fees), suits and demands arising out of, based upon, or resulting
from any judgments, liens or citations that were placed on the Vehicle, defects in the Vehicle's title,or mechanical or design defects in the Vehicle.
9. Odometer: Neither EFM nor Enterprise assume responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER
shall defend, indemnify and hold EFM, Enterprise,their parents, employees and agents harmless from and against any and all claims,expenses
(including reasonable attorney's fees),suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any
Vehicle or any odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by EFM, Enterprise,their
employees or officers.
10. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, EFM or Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees,auction
fees, Service Fees,towing costs,title service fees,enhancement fees and any expenses incurred by EFM or Enterprise while selling Vehicle from
said funds. EFM or Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
11. Compliance with Laws: EFM, Enterprise and CUSTOMER shall comply with all federal,state,and local laws, regulations, ordinances, and
statutes, including those of any state motor vehicle departments,department of insurance,and the Federal Odometer Act.
12. Insurance:CUSTOMER shall maintain and provide proof of Automobile Liability Insurance until the later of title transfer to purchaser of
Vehicle or transfer of sales proceeds to Customer covering liability arising out of maintenance, use or operation of any Vehicle(owned, hired and
non-owned)under this Agreement,with limits of not less than one million dollars($1,000,000)per occurrence for bodily injury and property
damage. EFM, Enterprise,and their subsidiaries and affiliates are to be named as Additional Insureds.This insurance shall be written as a primary
policy and not contributing with any insurance coverage or self-insurance or other means of owner's financial responsibility applicable to EFM or
Enterprise. CUSTOMER must waive and must require that its insurer waive its right of subrogation against EFM and Enterprise and their affiliates,
employees,successors and permitted assigns on account of any and all claims CUSTOMER may have against EFM or Enterprise with respect to
insurance actually carried or required to be carried pursuant to this Agreement.
13. Term:This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30)days prior written notice to terminate the Agreement with or without cause.
14. Modification: No modification,amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement:This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises,
representations, understandings,and negotiations,whether written or oral,with respect to the subject matter hereto.
16. Liability Limit: EXCEPT TO THE EXTENT A PARTY HERETO BECOMES LIABLE FOR ANY DAMAGES OF THE TYPES DESCRIBED BELOW TO A
THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM AND SUCH PARTY IS ENTITLED TO INDEMNIFICATION WITH RESPECT THERETO UNDER
THE PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO OTHER PARTY FOR ANY SPECIAL,
INCIDENTAL,CONSEQUENTIAL, PUNITIVE, EXEMPLARY,OR INDIRECT DAMAGES(INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL,
LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS AND/OR INTERRUPTIONS OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
17. Attorney's Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement,the prevailing
party shall be entitled to receive from the losing party reasonable attorney's fees and costs for legal services rendered to the prevailing party.
18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
19. Independent Contractor: EFM and Enterprise shall perform the services hereunder as an independent contractor of Customer and no term of
this Agreement shall be deemed or construed to render CUSTOMER and EFM or Enterprise as joint venturers or partners.
20. Unsold Vehicles: Should such Vehicle not sell, Customer shall pick up Vehicle within five(5) business days of being provided notice that the
Vehicle has not been sold and,for Vehicles assigned to Enterprise by Customer, Enterprise shall assign title back to CUSTOMER.
"ENTERPRISE" "CUSTOMER"
Signature: Signature:
Printed Name: Fiona Watson Printed Name:
Finance Director
Title: Title:
Date Signed: Date Signed:
Schedule 1
Enterprise Leasing Company of STL, LLC Enterprise Rent-A-Car Company of Sacramento, LLC
Enterprise Leasing Company of Georgia, LLC Enterprise Rent-A-Car Company of Los Angeles, LLC
Enterprise Leasing Company of Florida, LLC Enterprise RAC Company of Cincinnati, LLC
Enterprise Leasing Company of KS LLC CLERAC, LLC
EAN Holdings, LLC Enterprise Rent-A-Car Company of Pittsburgh, LLC
Enterprise Leasing Company of Orlando, LLC Enterprise Rent-A-Car Company of Wisconsin, LLC
Enterprise Leasing Company of Indianapolis, LLC Enterprise Rent-A-Car Company of UT, LLC
Enterprise Rent-A-Car Company of Boston, LLC CAMRAC, LLC
Enterprise Leasing Company of Denver, LLC Enterprise Rent-A-Car Company of Rhode Island, LLC
Enterprise Leasing Company of Chicago, LLC Enterprise Leasing Company of Phoenix, LLC
Enterprise RAC Company of Maryland, LLC Enterprise Leasing Company-Southeast, LLC
Enterprise Leasing Company of Philadelphia, LLC Enterprise Leasing Company-West, LLC
Enterprise RAC Company of Baltimore, LLC Enterprise Leasing Company-South Central, LLC
Enterprise Leasing Company of Minnesota, LLC PENRAC, LLC
Enterprise Leasing Company of Detroit, LLC Enterprise Rent-A-Car Company of KY, LLC
Enterprise Leasing Co of Norfolk/Richmond, LLC Enterprise Rent-A-Car Company-Midwest, LLC
Enterprise Rent-A-Car Co of San Francisco, LLC Enterprise RAC Company of Montana/Wyoming, LLC
ELRAC, LLC
SNORAC, LLC
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Ross McDowell
DEPARTMENT: Emergency Management EXT: 806
BRIEFING DATE: 01-06-2020
PREVIOUS BRIEFING DATES:
If this is a follow-up briefing, please provide only new information
INTERNAL REVIEW (please check all that apply): X Budget/Finance €Human Resources
X Legal €Other— please explain
ITEM: State Homeland Security Program (SHSP) FY-18 Grant Contract # E20-183 for
$3,863.49 from Washington State Military Department (EMD) and US
Department of Homeland Security. Performance period is from 9/1/2018 to
02/01/2020. This is a amended contract to cover some items purchased that
were not on our original work plan for SHSP FY-18 Grant Contract E19-091.
EXECUTIVE SUMMARY: (If applicable, please include available options and potential
solutions): The Mason County Emergency Management Division is part of Homeland
Security Region 3 (Mason, Lewis, Thurston, Grays Harbor and Pacific Counties). This is
an annual grant received from the US Department of Homeland Security pass-through
Washington State Military Department (EMD) and then to the Homeland Security
Regions. These funds ($3,863.49) are part of the original funds provided by FY18 SHSP
grant E19-091 ($23,124). The $3,863.49 will pay for the reimbursement of the purchase
of North American Rescue First Aid kits for MCSO. This purchase was not under our
original contact's deliverables/ work plan.
BUDGET IMPACT:
Complete the reimbursement for the total grant of $23,124 from Homeland
Security and EMD.
PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community
meetings, etc.)
None
RECOMMENDED OR REQUESTED ACTION:
Recommend authorizing DEM Manager to sign and complete the contract E20-
183 to close the FY 18 SHSP/HMGP year.
ATTACHMENTS:
Face sheet of contract #E20-183
Briefing Summary 12/17/2019
Washington State Military Department
HOMELAND SECURITY GRANT PROGRAM AGREEMENT FACE SHEET
1. Subrecipient Name and Address: 2. Grant Agreement Arnourt: 3. Grant Agreement Number
Mason County Emergency Management $3,863.49 E20.183
100 West Public Works Drive,Building 1
Shelton,WA 98584-9714
4. Subrecipient Contact. phone/email: 5. Grant Agreement Star*Date: 6. Grant Agreement End Date.
Ross McDowell, 360-427-9670 Ext. 806 September 1,2018 February 1,2020
rmcdowell@co.mason.wa.us
7. Department Contact, phone/email: 8. Data Universal Numbering System(DUNS): 9. UBI#(state revenue):
John Hollingsworth,253-512-7044 069580751 232-002-101
john.hollingsworth@mil.wa.gov
10. Funding Authority:
Washington State Military De artment(the "Department" and the U.S.Department of Homeland Security(DHS)
11. Federal Funding Identification#: 12. Federal Award Date: 13. Catalog of Federal Domestic Assistance(CFDA)#&Title:
EMW-2018-SS-00088-S01 08/28/2018 97,067-18HSGP(SHSP
14. Total Federal Award Amount: 15. Program Index#&OBJ/SUB-OBJ:
$13,788,000 783S B,783SC,783SH,783SL,783SN,783SQ,783SZ 1 NZ
16. Service Districts: 17. Service Area by County(ies): 18. WomenlMinority-Owned, State
BY LEGISLATIVE DISTRICTS: 35 Mason Certified? X N/A ❑ NO
BY CONGRESSIONAL DISTRICTS 6 1 ❑ YES, OMWBE#
19. Agreement Classification 20. Contract Type(check all that apply):
❑ Personal Services ❑ Client Services X Public/Local Gov't ❑ Contract X Grant X Agreement
❑Research/Development ❑ A/E ❑ Other ❑ Intergovernmental(RCW 39.34) ❑ Interagency
21. Subrecipient Selection Process: 22. Subrecipient Type(check all that apply)
X "To all who apply&qualify" ❑ Competitive Bidding ❑ Private Organization/Individual ❑ For-Profit
❑ Sole Source ❑ A/E RCW ❑ N/A X Public Organization/Jurisdiction X Non-Profit
❑ Filed w/OFM? ❑ Advertised? ❑YES ONO ❑CONTRACTOR X SUBRECIPIENT ❑OTHER
23. PURPOSE&DESCRIPTION:
The purpose of the Federal Fiscal Year(FFv)2018 Homeland Security Grant Program(18HSGP)is to support state and local efforts to prevent terrorism
and other catastrophic events and to prepare the Nation for*hreats and hazards that pose the greatest risk to the security of the United States. 18HSGP
provides funding to implement investments that build,sustain,and deliver the core capabilities essential to achieving the National Preparedness Goal of a
secure and resilient Nation.18HSGP supports core capabilities across the five mission areas of Prevention,Protection,Mitigation,Response,and Recovery
based on allowable costs. HSGP is comprised of three interconnected grant programs. State Homeland Security Program (SHSP), Urban Areas Security
Initiative (UASI), and Operation Stonegarden (OPSG), Together, these grant programs fund a range of preparedness activities. including planning,
organization, equipment purchase,training,exercises,and management and administration.
The Department is the Recipient and Pass-through Entity of the 18HSGP DHS Award Letter for Grant No.EMW-2018-SS-00088-S01,which is incorporated
in and attached hereto as Attachment 1,and is making_a subaward of funds to the Subrecipient pursuant to this Agreement.The Subrecipient is accountable
to the Department for use of Federal award funds provided under this Agreement.The Subrecipient's Work Plan,Timeline,and Budget for the subaward are
detailed in Attachment 2.
IN WITNESS WHEREOF, the Department and Subreclpient acknowledge and accept the terms of this Agreement, including all referenced Exhibits and
Attachments which are hereby incorporated;n and made a part hereof,and have executed this Agreement as of the date below.This Agreement Face Sheet;
Special Terms&Conditions(Exhibit A);General Terms and Conditions(Exhibit d);Attachments 1 and 2;and all other documents,exhibits and attachments
expressly referenced and incorporated herein contain all the terms and conditions agreed upon by the parties and govern the rights and obligations of the
parties to this Agreement.No other understandings,oral or otherwise,regarding the subject matter of this Agreement shall be deemed to exist or to bind any
of the parties hereto.
In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving
precedence in the`ollowing order:
1. Applicable Federal and State Statutes and Regulations 4.Special Terms and Conditions
2. DHS/FEMA Award and program documents 5.General Terms and Conditions,and,
3. Work Plan,Timeline,and Budget 6.Other provisions of the Agreement incorporated by reference.
WHEREAS, the parties hereto have executed this Agreement on the day and year last specified below.
FOR THE DEPARTMENT: FOR THE SUBRECIPIENT:
Signature Date Signature Date
Regan Anne Hesse, Chief Financial Officer Ross McDowell, Manager
Washington State Military Department Mason County Emergency Management
BOILERPLATE APPROVED TO FORM: A
Brian E. Buchholz PPROVED AS TO FORM{if applicable}:
9/18/2018
Sr. Assistant Attorney General Applicant's Legal Review Date
I
DHS-FEMA-HSGP-SHSP-FFY18 Page 1 of 37 Mason County Emergency Management, E20-183
i
I
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Ross McDowell
DEPARTMENT: Emergency Management EXT: 806
BRIEFING DATE: 01-06-2020
PREVIOUS BRIEFING DATES:
If this is a follow-up briefing, please provide only new information
INTERNAL REVIEW (please check all that apply): X Budget/Finance €Human Resources
X Legal €Other — please explain
ITEM: State Homeland Security Program (SHSP) FY-18 Grant Contract # E20-183 for
$3,863.49 from Washington State Military Department (EMD) and US
Department of Homeland Security. Performance period is from 9/1/2018 to
I 02/01/2020. This is a amended contract to cover some items purchased that
were not on our original work plan for SHSP FY-18 Grant Contract E19-091.
EXECUTIVE SUMMARY: (If applicable, please include available options and potential
solutions): The Mason County Emergency Management Division is part of Homeland
Security Region 3 (Mason, Lewis, Thurston, Grays Harbor and Pacific Counties). This is
an annual grant received from the US Department of Homeland Security pass-through
Washington State Military Department (EMD) and then to the Homeland Security
Regions. These funds ($3,863.49) are part of the original funds provided by FY18 SHSP
grant E19-091 ($23,124). The $3,863.49 will pay for the reimbursement of the purchase
of North American Rescue First Aid kits for MCSO. This purchase was not under our
original contact's deliverables/ work plan.
BUDGET IMPACT:
Complete the reimbursement for the total grant of $23,124 from Homeland
Security and EMD.
PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community
meetings, etc.)
None
RECOMMENDED OR REQUESTED ACTION:
Recommend authorizing DEM Manager to sign and complete the contract E20-
183 to close the FY 18 SHSP/HMGP year.
ATTACHMENTS:
Face sheet of contract #E20-183
Briefing Summary 12/17/2019
i
Washington State Military Department
HOMELAND SECURITY GRANT PROGRAM AGREEMENT FACE SHEET
1. Subrecipient Name and Address: 2, Grant Agreement Arnourt: 3. Grant Agreement Number:
Mason County Emergency Management $3,863.49 E20.183
100 West Public Works Drive,Building 1
Shelton,WA 98584-9714
4. Subrecipient Contact. phone/email: 5. Grant Agreement Start Date: 6. Grant Agreement End Dace:
Ross McDowell, 360-427-9670 Ext. 806 September 1, 2018 February 1,2020
rrncdowell@co.mason.wa.us
7. Department Contact, phone/email: 8. Data Universal Numbering System(DUNS): 9. UBI#(state revenue):
John Hollingsworth,253.512.7044 069580751 232-002-101
john.hollingsworth@_mil.wa.gov
10. Funding Authority:
Washington State Military Department(the "Department")and the U.S.Department of Homeland Security DHS
11. Federal Funding Identification#: 12. Federal Award Date: 13. Catalog of Federal Domestic Assistance(CFDA)#&Title:
EMW-2018-SS-00088-Sol 08/28/2018 97.067-18HSGP(SHSP
14. Total Federal Award Amount: 15, Program Index#&OBJ/SUB-OBJ:
$13,788,000 783SB,783SC,783SH, 783SL,783SN,783SQ,783SZ 1 NZ
16. Service Districts: 17 Service Area by County(ies): 18, Women/Minority-Owned, State
BY LEGISLATIVE DISTRICTS: 35 Mason Certified? X N/A ❑ NO
BY CONGRESSIONAL DISTRICTS 6 ❑ YES. OMWBE#
19. Agreement Classification 20. Contract Type(check all that apply):
❑ Personal Services ❑ Client Services X Public/Local Gov't ❑ Contract X Grant X Agreement
❑Research/Development ❑ A/E ❑ Other ❑ Intergovernmental(RCW 39.34) ❑ Interagency
21. Subrecipient Selection Process: 22. Subrecipient Type(check all that apply)
X "To all who apply&qualify" ❑ Competitive Bidding ❑ Private Organization/Individual ❑ For-Profit
❑ Sole Source ❑ A/E RCW ❑ N/A X Public Organ ization/J urisdict'on X Non-Profit
❑ Filed w/OFM? ❑ Advertised? ❑YES ONO ❑CONTRACTOR X SUBRECIPIENT ❑OTHER
23. PURPOSE&DESCRIPTION:
The purpose of the Federal Fiscal Year(FFV)2018 Homeland Security Grant Program(18HSGP)is to support state and local efforts to prevent terrorism
and other catastrophic events and to prepare the Nation for threats and hazards that pose the greatest risk to the security of the United States. 18HSGP
provides funding to implement investments that build,sustain,and deliver the core capabilities essential to achieving the Natioral Preparedness Goal of a
secure and resilient Nation.18HSGP supports core capabilities across the five mission areas of Prevention,Protection,Mitigation,Response,and Recovery
based on allowable costs. HSGP is comprised of three interconnected grant programs. State Homeland Security Program (SHSP), Urban Areas Security
Initiative (UASI), ar.d Operation Stonegarden (OPSG). Together, these grant programs fund a range of preparedness activities, including planning,
organization,equipment purchase,training,exercises,and management and administration,
The Department is the Recipient and Pass-through Entity of the 18HSGP DHS Award Letter for Grant No.EMW-2018-SS-00088-S01,which is incorporated
in and attached hereto as Attachment 1,and is making-a subaward of funds to the Subrecipient pursuant to this Agreement.The Subrecipient is accountable
to the Department for use of Federal award funds provided under this Agreement.The Subrecipient's Work Plan,Timeline,and Budget for the subaward are
detailed in Attachment 2.
IN WITNESS WHEREOF, the Department and Subrecipient acknowledge and accept the terms of this Agreement, including all referenced Exhibits and
Attachments which are hereby incorporated in and made a part hereof,and have executed this Agreement as of the date below.This Agreement Face Sheet;
Special Terms&Conditions(Exhibit A);General Terms and Conditions(Exhibit B):Attachments 1 and 2;and all other documents,exhibits and attachments
expressly referenced and incorporated herein contain all the terms and conditions agreed upon by the parties and govern the rights and obligations of the
parties to this Agreement.No other understandings,oral or otherwise,regarding the subject matter of this Agreement shall be deemed to exist or to bind any
of the parties hereto.
In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving
precedence in the`ollowing order:
1. Applicable Federal and State Statutes and Regulations 4.Special Terms and Conditions
2. DHSIFEMA Award and program documents 5.General Terms and Conditions,and,
3. Work Plan,Timeline,and Budget 6.Other provisions of the Agreement incorporated by reference.
WHEREAS,the parties hereto have executed this Agreement on the day and year last specified belcw.
FOR THE DEPARTMENT: FOR THE SUBRECIPIENT:
Signature Date Signature Date
Regan Anne Hesse,Chief Financial Officer Ross McDowell, Manager
Washington State Military Department Mason County Emergency Management
BOILERPLATE APPROVED TO FORM:
Brian E. Buchholz APPROVED AS TO FORM(`f aaplicable):
9/18/2018
Sr. Assistant Attorney General Applicant's Legal Review Date
I
DHS-FEMA-HSGP-SHSP-FFY18 Pagel of 37 Mason County Emergency Management, E20-183 J
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Kell Rowen
DEPARTMENT: Planning EXT: 286
BRIEFING DATE: January 6, 2020
PREVIOUS BRIEFING DATES: None
If this is a follow-up briefing, please provide only new information
INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources
X Legal X Other— please explain Assessor Treasurer, Public Health
ITEM: Eight (8) Year Property Tax Exemption Agreement between Board of County
Commissioners and Harbor Custom Homes for the construction of a 264-unit apartment
complex, 55 of which will be available to low- and moderate-income individuals and/or
families.
EXECUTIVE SUMMARY: (If applicable, please include available options and potential
solutions):
BUDGET IMPACT: Annual property taxes to be exempted are estimated to be
approximately $318,997.57 of which $43,489.64 would be the County's portion. The land will
continue to produce tax revenues throughout the exemption.
PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community
meetings, etc.) None required.
RECOMMENDED OR REQUESTED ACTION: Please on January 14, 2020 Action Agenda to
approve the signing of the"Agreement" between BOCC and Harbor Custom Homes
ATTACHMENTS:
• Multifamily Housing Eight-Year Limited Property Tax Exemption Agreement
(Resolution)
• Issuance of Conditional Certificate (MHT2019-00001)
• Multifamily Housing Tax Incentive Program application
Briefing Summary 12/23/2019
RESOLUTION NO.
MULTI-FAMILY HOUSING EIGHT-YEAR LIMITED PROPERTY
TAX EXEMPTION AGREEMENT
THIS AGREEMENT is entered into this day of , 2020, by and
between Harbor Custom Development, Inc. hereinafter referred to as the "Applicant," and
MASON COUNTY, a general purpose local government referred to as the "County."
WITNESSETH:
WHEREAS the County has an interest in stimulating new construction or rehabilitation of
multi-family housing in Residential Target Areas where housing options, including affordable
housing options are severely limited, and
WHEREAS the County has, pursuant to the authority granted to it by Chapter 84.14 of
the Revised Code of Washington, designated the residential zones within the Urban Growth
Areas of Allyn, Belfair and Shelton as Residential Target Areas for the provision of an eight-year
limited property tax exemption for new multifamily residential housing, and
WHEREAS the County has, through Ordinance No. 06-15, enacted a program whereby
property owners may qualify for a Final Certificate of Tax Exemption which certifies to the
Mason County Assessor-Treasurer that the owner is eligible to receive a limited property tax
exemption, and
WHEREAS the Applicant is interested in receiving an eight-year limited property tax
exemption to develop 209 market rate rental units, and 55 affordable rate rental units located
at XXX State Route 3; Belfair, WA; and
WHEREAS the housing will consist of 55 affordable rate rental units containing 33 one
bedroom, one bathroom units of 706 square feet renting for$860 per month and 22
two bedroom, one bathroom units of 882 square feet renting for$1,047 per month; and
will include 2,652 square feet of recreational and office space, and 379 residential
parking stalls. The construction cost is estimated at $35,000,000. Annual property taxes
to be exempted are estimated to be approximately$318,997.57 of which $43,489.64
would be the County's portion. The land will continue to produce tax revenues
throughout the exemption. Construction is expected to begin on January 1, 2021 and be
completed in October 1, 2022; and
Multifamily Property Tax Exemption Agreement—8 yr.,XXXX State Route 3; Belfair,WA
WHEREAS the Applicant has submitted to the County preliminary site plans and floor
plans for multi-family residential housing to be created on said property and described more
specifically as follows:
LEGAL DESCRIPTION:
Belfair Station Lot: 3— PCL 2 of BLA#00-35 AF#1714660
Situate in the Town of Belfair, County of Mason, State of Washington.
"hereinafter referred to as the "Site," and
WHEREAS the County has determined that the improvements will, if completed as
proposed, satisfy the requirements for an eight-year Final Certificate of Tax Exemption;
NOW, THEREFORE, the County and the Applicant do mutually agree as follows:
1. The County agrees to issue the Applicant a Conditional Certificate of Acceptance of
Tax Exemption.
2. The Applicant agrees to construct on the Site multi-family residential housing
substantially as described in the most recent site plans, floor plans, and elevations on file with
the County as of the date of County Commission approval of this Agreement. In no event shall
such construction provide fewer than four new multi-family permanent residential units nor
shall it provide fewer than half of its total residential units as permanent housing.
3. The Applicant agrees to complete construction of the agreed upon improvements
within three years from the date the County issues the Conditional Certificate of Acceptance of
Tax Exemption, or within any extension thereof granted by the County.
4. The Applicant agrees, upon completion of the improvements and upon issuance by
the County of a temporary or permanent certificate of occupancy,to file with the County's
Division of Community Services the following:
(a) a statement of expenditures made with respect to each multi-family housing unit
and the total expenditures made with respect to the entire property;
(b) a description of the completed work and a statement of qualification for the
exemption; and
(c) a statement that the work was completed within the required three-year period or
any authorized extension.
Multifamily Property Tax Exemption Agreement—8 yr.,XXXX State Route 3; Belfair,WA
5. The County agrees, conditioned on the Applicant's successful completion of the
improvements in accordance with the terms of this Agreement and on the Applicant's filing of
the materials described in Paragraph 4 above, to file an eight-year Final Certificate of Tax
Exemption with the Mason County Assessor-Treasurer.
6. The Applicant agrees, within 30 days following the first anniversary of the County's
filing of the Final Certificate of Tax Exemption and each year thereafter for a period of eight-
years, to file a notarized declaration with the County's Division of Community Services
indicating the following:
(a) a statement of occupancy and vacancy of the multi-family units during the previous
year;
(b) a certification that the property continues to be in compliance with this Agreement;
and,
(c) a description of any subsequent improvements or changes to the property.
7. If the Applicant converts to another use any of the new multi-family residential
housing units constructed under this Agreement,the Applicant shall notify the Mason County
Assessor-Treasurer and the County's Division of Community Services within 60 days of such
change in use.
8. The Applicant agrees to notify the County promptly of any transfer of Applicant's
ownership interest in the Site or in the improvements made to the Site under this Agreement.
9. The County reserves the right to cancel the eight-year Final Certificate of Tax
Exemption should the Applicant, its successors and assigns, fail to comply with any of the terms
and conditions of this Agreement.
10. No modifications of this Agreement shall be made unless mutually agreed upon by
the parties in writing.
11. In the event that any term or clause of this Agreement conflicts with applicable law,
such conflict shall not affect other terms of this Agreement which can be given effect without
the conflicting term or clause, and to this end, the terms of this Agreement are declared to be
severable.
12. This Agreement governs the property tax exemption for this property only and is
not to be construed as approval of, or providing authority for, any other requirement under
state or local law, including but not limited to building permits or variances.
13. The Applicant agrees to keep the property in a nuisance free condition during both
the temporary and final tax exemption periods.
Multifamily Property Tax Exemption Agreement—8 yr.,XXXX State Route 3; Belfair,WA
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year
first above written.
DATED this day of 2020.
BOARD OF COUNTY COMMISSIONERS
ATTEST: MASON COUNTY,WASHINGTON
Melissa Drewry, Clerk of the Board Kevin Shutty, Chair
APPROVED AS TO FORM:
Sharon Trask, Commissioner
Tim Whitehead, Chief DPA
Randy Neatherlin, Commissioner
Multifamily Property Tax Exemption Agreement—8 yr.,XXXX State Route 3; Belfair,WA
Mason County
f, Planning Division of Community Development
615 W. Alder St. Bldg.8
Shelton, WA 98584
360-427-9670 ext 352
www.co.mason.wa.us
T U
MHT2019-00001 MULTI-FAMILY HOUSING TAX
INCENTIVE PROGRAM
PROJECT DESCRIPTION: PROJECT CONSISTS OF 11 GARDEN ISSUED: 12/18/2019
STYLE APARTMENT BUILDINGS WITH 24 UNITS PER BUILDING, WILL
ALSO INCLUDE A RECREATIONAL AND OFFICE/LEASING BUILDING EXPIRES: $�
TO SERVE THE APARTMENT COMMUNITY
SITE ADDRESS: UNKNOWN MASON COUNTY
PARCEL: 123285000003
APPLICANT: TOM&LAURIE LLC OWNER: TOM&LAURIE LLC
PO BOX 997 PO BOX 997
PORT ORCHARD,WA 98366 PORT ORCHARD,WA98366
253.649.0636
FEES: Paid Due
Multi-Family Housing Tax $1,135.00 $0.00
Incentive Application
Multi-Family Annual Monitoring $70.00 $0.00
Fee/Year
Totals: $1,205.00 $0.00
1 hereby certify that I have read and examined this application and know the same to be true and correct.
All provisions of Laws and Ordinances governing this type of work will be complied with whether
specified herein or not. The granting of a permit does not presume to give authority to violate or cancel
the provisions of any other state/local law regulating construction or the performance of construction.
Issued By: �-
ti
Contractor or Authorized Agent: Date:
'((.L e kPi���iM. cIR}IL l5 rt t yGc.%rs 4_0,. itu d }G 4 *t%c 4A5.�td 14c��c�vr�h+
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Printed by:Kell Rowen on:12/18/2019 12:56 PM
Page 1 of 1
RECEIVED
MASON COLINTY DEPARTMENT OF COMMLINITY DEVELOPMENT
MULTI-FAMILY HOUSING TAX INCENTIVE PROGRAM NOV 21 2019
AD VALOREM TAX EXEMPTION APPLICATION 5 W. Alder Street
(Pursuant to the MCC 17.90)
Please read the following before filling out the application:
1. This application must be submitted prior to issuance of the first building permit by Mason
County Community Development for the project described in this application.
2. Four copies of the application,including program fee,should be submitted to:
Mason County
Department of Community Development
Attn: Director
426 W Cedar St
Shelton,WA 98584
**Current Fee Schedule: $1,135.00 for initial application plus a$70.00 annual monitoring fee**
{
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APPLICATION
MULTI-FAMILY HOUSING TAX INCENTIVE PROGRAM
Applicant's Information
Owner: !0 �--/CNV`Z-, L L L
Address: 't1�C r0A 0U4"l WIN 1�
Phone: 3G 710 9;�3 FAX:
E-mail: TvvwyS (%b0(�(x01,CPk"
Owner's C r
Representative: J ���V�1t� c9Y'� W-ri : 0-"ItooJ` l l6A-0wW 1peVC w��r" I 1�1�•,
(if applicable) 1
Address: I �5(�S 9cky\Awy\ ''l)w. 5u�•�. 3O
Cit 0 �3
Phone: CZs3 `3S (e FAX:
E-mail: a;������n �dy`CS�O�L�i��V�
Contact name and number:
Note: This application is intended to be signed by the property owner of record. The application maybe rejected or
additional documentation required if the signer is other than the owner of record.
Property Information
County Assessor's parcel account number(s): L a 3),3 " l� " 0 010 0
Street Address: C0 kt MlV&) L-tkN C' a4N ��� � MA
����b� l.�q �--
Legal Description(Attach separate sheet if needed): e e- A,1�A N
Residential Targeted Area(See MCC i7.9o.050): 6�el,�r�;�- ���e ` �'' lft24
2
Project Information
Project Name or Designation: kA(A�\'- Ao[w4i'\eWo l LIL L Brief
written description of the project(preliminary conceptual design,description of unit finishes,site plan and
floor plans of the units and structure must be submitted with this application):
'i1�,e. �wo,�c.� C�vS;S�-S ��' �t C9 4�v�Qcv 5-�►I� �-W
1�u���:WL�S iv 1n 2.q UW iVS ♦?C� �PU'� �w�1 1W Ve- i S Ao
IN,1��pav�tve.r.��- CoW,y�nwvil-c.�.
Type of Project(check all that apply):
N Residential Rental [ ]Residential For-Sale [ ]Mixed Use
Number of Dwelling Units Proposed: Rental z Qq For Sale Total
Floor area: Building total(sq.ft.)_dJ6k I'A7 For permanent residential occupancy(sq.ft.)
If there are multiple buildings, please list them separately.
Unit Information 8v,,W'm
Unit Type Total#of Approx. Projected rent or #of units— Projected rent or sales
(#BRs) units avg.sf. salesprice—market affordable price—affordable
rate units units
arseb 1 lwra f39a tLk,p a TIN �, S S 2-
Total Total
Non-residential Space(Please describe,if applicable)
Tvoe of space Floor Area(sa.ft.)
3
Community/Neighborhood Amenities Provided by Project(If any,please describe)
Affordability.To be granted the tax exemption,the owner must agree to meet the following
requirements:(please affirm by checking one).
pq Eight Year Project Eligibility: For Rental and Homeownership Projects at least zo%of the
units must be affordable to low and moderate-income households.
[ ] Twelve Year Project Eligibility: For Rental and Homeownership Projects at least So%of
the units must be affordable to low to moderate-income households as defined by MCC
27.90.07o(d)(ii)(2).
Note:Pursuant to RCW 84.14,"Low-income household"means a single person,family,or unrelated persons living
togetherwhose adjusted income is at or below eighty percent of the median family income adjusted for family size,
forthe county where the project is located,as reported by the United States department of housing and urban
development."Moderate-income household"means a single person,family,or unrelated persons living together
whose adjusted income is more than eighty percent but is at or below one hundred fifteen percent of the median
family income adjusted for family size,for the county where the project is located,as reported by the United States
department of housing and urban development. These eligibility requirements vary for twelve year exemption
projects.
Construction costs and permit status:
Projected total cost of new construction/rehabilitation: $ 3S,00 e 10 0-
If mixed use, projected cost of residential improvements: $
Estimated construction start date: _ f r ( a� Estimated completion date: A
List permits(with permit numbers)and approvals obtained as of the date of tax exemption
application:
NA
CHECK ALL THAT APPLY:
t, New Construction. Will any occupied housing units be demolished? ( ]YES A NO
Were any occupied housing units demolished in the past[_,] months on this site?[ ]YES D4 NO
Date of demolition(if known):
#of existing units to be demolished #of units demolished in past[_] months
If yes,will any residents be displaced,or have any residents been displaced,as part of this project?
[ ]YES [ ] NO
[ ] Rehabilitation of Vacant Units. #of vacant housing units
4
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: David Windom
DEPARTMENT: MCCS EXT: 260
BRIEFING DATE: January 6, 2020
PREVIOUS BRIEFING DATES:
if this is a follow-up briefing, please provide only new information N/A
INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources
❑ Legal 1.7 Other— please explain
ITEM: Review of sign codes.
EXECUTIVE SUMMARY: (If applicable, please include available options and potential
solutions):
Sign technology continues to advance, and county code has not kept up.
MCCS would like to develop a workplan around sign codes for the UGA's in order
to both update code but to have an enforceable code.
BUDGET IMPACT: None at this time
PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community
meetings, etc.) Workgroups should be formed around the issue and draw from the
communities impacted. We would suggest public outreach around any proposals to
take place in Belfair, Shelton, Allyn and Hoodsport.
RECOMMENDED OR REQUESTED ACTION:
ATTACHMENTS: Attachment 1
Briefing Summary 12/27/2019
Attachment 1
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MASON COUNTY PUBLIC WORKS—COMMISSIONER BRIEFING
JANUARY 6,2019
Briefing Items
• Letters of Interest 2020
Discussion Items
• Cable Television Franchise—Executive Summary Report
• Diversion/2018 Sheriff Vehicle Purchases
• Illumination at E Island Lake Drive
• Property Management
Commissioner Follow-Up Items
Upcoming Calendar/Action Items
Attendees:
Commissioners: Public Works: Other Dept. Staff.: Public:
_Randy Neatherlin _Diane Sheesley
_Kevin Shutty _Loretta Swanson
Sharon Trask _Others:(List below)
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Loretta Swanson, Director
Diane Sheesley, County Engineer
DEPARTMENT: Public Works EXT: 450
BRIEFING DATE: January 6, 2020
PREVIOUS BRIEFING DATES:
(If this is a follow-up briefing, please provide only new information,)
ITEM: Letters of Interest for 2020
EXECUTIVE SUMMARY: The Public Works Department would like to advertise
for Letters of Interest to be submitted for Construction Project Inspector,
Contract and Fee Appraisers, Construction Materials Testing and Timber
Management Services for the 2020 calendar year.
This "short list" can be used throughout the year without having to re-advertise
each time the services arise. The upcoming construction season will require
Public Works to use these services to support the work schedule.
RECOMMENDED OR REQUESTED ACTION: Recommend the Board authorize
Public Works to advertise for Construction Project Inspector, Contract and Fee
Appraisers, Construction Materials Testing and Timber Management Services for
the 2020 calendar year and authorize the County Engineer to enter into
agreements for these services.
Attachment: Advertisement
Briefmg Summary
MASON COUNTY
DEPARTMENT OF PUBLIC WORKS
REQUEST FOR
LETTERS OF INTEREST
NOTICE IS HEREBY GIVEN that Letters of Interest for calendar year 2020 will be accepted by the
Mason County Department of Public Works for the following services:
**** CONSTRUCTION PROJECT INSPECTOR SERVICES for calendar year 2020
Letters of interest SHALL INCLUDE A STATEMENT OF COSTS.
THE CONSTRUCTION PROJECT INSPECTOR shall be familiar with all phases of road and
bridge construction;have detailed knowledge of the Standard Specifications for Road,Bridge and
Municipal Construction,and have had at least five(5)years of experience as a highway/bridge
inspector.
**** CONTRACT and FEE APPRAISER SERVICES(State Certified Review Aaaraisers,
Negotiators and Title Research services)for calendar year 2020
Letters of interest SHALL INCLUDE A STATEMENT OF COSTS.
Scope of Work: Appraisals(before and after narrative form),appraisal reviews,negotiating
services and limited liability title certificates(title reports).
**** CONSTRUCTION MATERIALS TESTING SERVICES for calendar year 2020
Letters of interest SHALL INCLUDE A STATEMENT OF COSTS.
Scope of Work: shall include testing and exploratory capabilities including,but not limited to,the
following:Proctor tests,nuclear density gauge testing for soil and asphalt, soils boring and
analysis and other related work. Because of the nature and need for the work,it is important for
Mason County to receive prompt,reliable service on short notice.
**** TIMBER MANAGEMENT SERVICES for calendar year 2020
Letters of interest SHALL INCLUDE A STATEMENT OF COSTS.
Scope of Work: Shall include technical services,guidance,recommendations for County owned
forested properties, including but not limited to,appraisals, land planning and scaling.
LETTERS OF INTEREST will be accepted by the Department of Public Works office at any time
during the 2020 year. Address: 100 W Public Works Drive, Shelton,WA 98584
MASON COUNTY RESERVES THE RIGHT to reject any or all Letters of Interest,waive informalities
and accept the Letters of Interest that are in the best interest of Mason County.
Dated this 14 day of January 2020.
----------------------------------------------------------------------------------------------------------------------
PUBLISH: 2t:The Shelton-Mason County Journal 1/16/20&1/2320 Bill: Mason County Dept of Public Works
2t: Sun Newspaper—Daily 1/1620&12320 100 W Public Works Drive
Shelton,WA 98584
January 2020
RE: Cable Television Franchise Agreement—
Section 7.5 Complaint File and Reports
Dear
Mason County Public Works is requesting local telecommunication companies
operating within Mason County provide the County an executive summary report that
will include the following information:
(A) Nature and type of Customer written complaints and resolution
(B) Average response time for service calls
(C) Phone activity report
(D) A summary of the previous year's activities regarding the development of
the Cable System,including,beginning and ending plant miles constructed,
any technological changes occurring in the Cable System and the number of
subscribers for each class of Cable Service(i.e.,basic,expanded basic
service,premium, etc.)
The requested information is outlined in your current Franchise Agreement in Section
7.5"Complaint File and Reports".
Thank you for your cooperation. If there is any additional information that you need
please contact(360)427-9670 ext. 450.
Sincerely,
Diane Sheesley,PE
County Engineer
RESOLUTION NO. 5 l - C—C)
Authority of ER&R Fund and Director of Budget&Finance to Budget&Pay Interfund Charges for
Computer Systems and Unemployment Compensation
WHEREAS,RCW 36.32.120,states"..the board of county commissioners...have the care of the county
property and the management of the county funds and business.."
WHEREAS,RCW 34.40.090,states"Upon the conclusion of the budget hearing the board of county
commissioners shall fix and determine each item of the budget separately and shall by resolution adopt the budget
as so fmally determined and enter the same in detail in the official minutes of the board,...."
WHEREAS,it is in the best interest of Mason County to have an Equipment Rental&Revolving
(ER&R)Fund and an Unemployment Fund for financial stability;
WHEREAS,the Mason County Financial Advisory Committee has reviewed and recommended a system
of central financial/budgetary control of payments for computer system charges and charges for unemployment
compensation.
NOW THEREFORE, the Mason County Board of County Commissioners does hereby resolve:
All computer systems,telephone systems,vehicles,and public works equipment shall be controlled by
the ER&R Fund and each Mason County Department shall pay a rental/replacement charge to cover the costs of
maintenance,operation,and replacement of that equipment as prescribed by the Budgetary Accounting Reporting
Systems Manual(BARS);unless that Mason County Department has the written approval of the Board of County
Commissioners to do otherwise.
BE IT FURTHER RESOLVED, the Director of Budget&Finance shall have the authority to budget
and pay the budgeted annual charges for services for all ER&R charges for computer systems and the niterfund
charges for unemployment with^ the exception of those charges in the ER&R Fund and the Road Fund.
APPROVED this day of h rL i ,2000.
BOA O COUNT SSIONERS
JoR Vii.Bolen.der, Chairper o
(/ s
Cynthia D.Olsen,Commissioner
f
Mary Jo C,'aSdy ommissionef
TTEST. (`
Re ecca S.Rogers,Clerk o'the Board '
AP1PROVEDAS TO FORM.
Michael Clift,Chief Deputy Prosecutor
c: Auditor/Accounting,T'reasurer,Dept Heads/Elected Officials,Budget File
RESOLUTION NO. L ��G
Establishment of Reserve Account for Replacement of the Mason County Shops
WHEREAS,RCW 36.32.120, states"..the board of county commissioners...have the
care of the county property and the management of the county funds and business.."
WHEREAS, it is in the best interest of Mason County to establish a reserve account to
accumulate resources to finance the replacement of the Mason County shops;
NOW THEREFORE,BE IT HEREBYRESOLVED that the Mason County Board
of County Commissioners does establish 501-000-548,the Reserve for Replacement of the
County Shops Account, to be used for the accumulation of resources for the replacement
of the county shops.
BE IT FURTHER RESOLVED, the Equipment Revolving&Replacement(ER&R)
Manager shall administer this fund as directed and authorized by the Mason County
Commissioners. J,
APPROVED this vim' day of `XfV��l , 2000.
BOARD OFC TY COMMISSIONERS
A,
JoYA. Bole der, Chairp n
Cynthia . Olsen, C\/om ss�)s►oner
Mary Jo Cady,C,,6iimissioner
TEST.
(AP
e cca S.Rogers, Clerk of th oard
VED �Sn TO FORM.
Y F1—
Michael Clift, Chief Deputy Prosecutor
c: Auditor/Accounting,Treasurer,ER&R,Public Works Accountant,Budget File
RESOLUTION 110. 1277
EXPANSION OF EAUIPHENT RENTAL & REVOLVINr, rUND
WHEREAS, it is desired to expand the operation of the
Equipment' Rental and Revolving fund to include Current Expense
and Special Revenue fund vehicles and other eauipment; and
WHEREAS, it is desired to incorporate such expansion
effective January 1, 1981;
NOW, THEREFORE, BE IT HEREBY RESOLVED that the operation
of the Eauipment Rental and Revolving Fund be expanded to include
Current Exnense and Special Revenue vehicles effective January 1,
1981. The County Engineer shall continue as fund administrator
as pursuant to RCW 3e.33A.030. The fund is hereby authorized to
assume an unfunded liability of $358,349 for a five year period
to be repaid from the Current Expense Fund at the rate of
$75,000 per year for four years and $58,349 the fifth year. The
inclusion of any other enuipment, other than vehicles as expressed
herein, is authorized only after such inclusion is approved by
lerisl.ative body resolution. [
1
ADOPTED this _15th_ day of December , 11280.
BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINrTON
Gh ai rman
E
Commissioner g
Commissioner ( �C, '�•�
ATTEST:
Audit.b. r Ex-Officio Clerk of
the Board
APPROVED AS TO FORM:
I
�---� phi
iProsecuti (' P_ttorney
�J cc: Cmmrs
Auditor
Treasurer
Engineer
Prosecutor
Accounting Dept (2)
i
S
1
3
RESOLUTION NO. 66-86
EQUIPMENT RENTAL AND REVOLVING FUND
MOTOR POOL DEPARTMENT
WHEREAS, there is a need to utilize serviceable equipment after
it has been replaced in the fleet and/or excess to the regular
requirements, and
WHEREAS, there are times that departments of Mason County
Government need equipment on a temporary basis, and
WHEREAS, the Equipment Rental and Revolving Fund has the
responsibility for the equipment that is assigned to other
departments.
NOW, THEREFORE, BE IT RESOLVED that for the purpose of
temporary assignment from the time of equipment replacement and/or
return as excess to department needs, an Equipment Rental and
Revolving Fund Motor Pool shall be established;
BE IT FURTHER RESOLVED, that the Director of the Equipment
Rental and Revolving Fund under the direct supervision of the
Director of Public Works/County Engineer shall have the authority
and the responsibility of the operation of the Motor Pool .
DATED this 10th day of June, 1986.
BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
Chairperson McGee
Commissioner Ea r
Commissioner Gibson
ATTEST:
t
Clerk of the Board
xc: Cmmrs A
ER&R
Accounting Dept (2) N
Treasurer i
I�
4
I
!i
Mason County, WA Code of Ordinances Page 1 of 1
1.04.010 -Adopted.
Any person violating any of the provisions or failing to comply with any of the mandatory
requirements of the resolutions or ordinances of the county is guilty of a misdemeanor. Any
person convicted of a misdemeanor under the resolutions or ordinances of the county shall be
punished by a fine of not more than five hundred dollars, or by imprisonment not to exceed
ninety days, or by both, unless otherwise required by state laws. Each such person is guilty of a
separate offense for each and every day during any portion of which any violation of any
provision of the resolutions or ordinances of the county is committed, continued or permitted by
any such person, and he shall be punished accordingly.
(Ord. 767 § 1, 1977: Res. 116 § 1, 1970).
i
i
1
p
M
about:blank 12/11/2019
k
From: Merrilee Kenyon
To: Cyndi Ticknor;Loretta Swanson;Diane Sheeslev
Subject: FW:Response to Client Helpdesk Request 88016
Date: Friday,December 20,2019 8:34:42 AM
Attachments: imaoe002.ono
Here is the response from the SAO
From:Carrell, Lisa (SAO) <carrelll@sao.wa.gov>
Sent: Friday, December 20, 2019 8:22 AM
To: Merrilee Kenyon <MerrileeK@co.mason.wa.us>
Cc: Friesen, Cheryl (SAO) <friesenc@sao.wa.gov>; White, Bradley(SAO)<whitebd@sao.wa.gov>;
Ehlinger, Carol (SAO)<ehlingerc@sao.wa.gov>; Fenton, Crystal (SAO) <fentonc@sao.wa.gov>
Subject: RE: Response to Client Helpdesk Request 88016
Hi Merrilee,
Thank you for your email and follow-up information. Please see our responses below in green.
There is one part that I am still working on figuring out. Please let us know if you have any additional
questions.
Thank you!
Lisa Carrell, CPA
Assistant Audit Manager, Office of the Washington State Auditor
(360) 725-5336 1 www.sao.wa.gov
Sign up Le-m to be the first to know when we release news&alerts.
From: Merrilee Kenyon<MerrlleeK(@co.mason.wa.us>
Sent:Thursday, December 12, 2019 12:54 PM
To: Carrell, Lisa (SAO)<carrelll(@sao.wa.gov>
Cc: Friesen, Cheryl (SAO) <friesenc(@sao.wa.gov>; White, Bradley(SAO) <whitebd(@sao.wa.gov>;
Ehlinger, Carol (SAO) <ehlingerc(@sao.wa.gov>; Fenton, Crystal (SAO) <fentonc(@sao.wa.gov>
Subject: RE: Response to Client Helpdesk Request 88016
Good Afternoon Lisa,
This is a follow up question to request#88016, specifically to question#3.
The original question states as follows: "If the County is not charging enough in their rates to recover
their costs to inter-locals(mainly fire districts), and is in turn subsidizing the districts through current
expense and roads funds, what are the repercussions?"
Mason County Public Works/ER&R wishes to
1. Provide Question #3 background context as it is a leading question and implies"gifting'
is occurring;
2. Seek clarification; and
3. Pose one more question.
1. Background:
Each year, the county develops and establishes ER&R rates that covers all operational costs of the
fund.These annual rates are billed monthly to all internal users(county departments)that share in
ALL of the services provided by the fund. Cost allocation for the rate is equitable and is determined
by the number of vehicles each user has in the fund and by two groups of assets(1) light duty
vehicles and (2) heavy duty trucks and equipment.
ILA's: Due to our county's geographical location and the lack of readily available professional vehicle
upfit services and maintenance/repair for emergency response and police vehicles, inter-local
agreements(ILAs) were established and approved by the BOCC to allow local fire and police to utilize
the county's ER&R's expert mechanical services for vehicle upfit, maintenance/repair, on an as
needed basis.These outside users do not share in ALL of the services provided by the county's ER&R
fund. For example, ER&R does not prioritize, plan or provide for their purchasing or disposal of
assets; ER&R does not track their assets or equipment, maintain an inventory of parts for their
assets, ER&R does not prioritize their needs; ER&R staff does not monitor odometer readings for
scheduling maintenance or advise on expected life or replacement.The outside agencies do not
have priority in scheduling shop appointments; they do not use the facilities, i.e. using the wash rack,
storing vehicles/equipment on the grounds; ER&R does not license their vehicles; ER&R does not
report/deal with insurance claims for their vehicles, or provide other administrative functions like
long-term capital asset reporting, record keeping& retention.
The ILA's utilize the mechanic's expertise for radio/vehicle upfit, repair/maintenance and additionally
the outside agencies are allowed controlled access to ER&R's fuel facility for fueling their vehicles as
needed. A portion of ER&R's accounting staff time is used for ILA monthly billing for the services
provided.
Because the ILA's are not the predominate users of the fund and they do not share in all of ER&R
services provided to the internal users of the fund, ER&R has calculated and established a shop
hourly rate for the ILA mechanical services provided. This hourly rate is calculated by dividing
ER&R's total annual overhead (fixed costs) by the annual hours worked of the total#of FTE's in the
ER&R fund. For example, if ER&R has a total of 8.2 FTE's, times this by 2080 hours, and divide into
annual budgeted ER&R fixed costs of 1,216,048 = $71 shop hourly rate. This hourly rate is used for
calculating the monthly billing for hours worked on each outside agency vehicle repair order.
ER&R's overhead/fixed costs is reduced by the estimated total annual revenue generated from the
ILAs. The estimate is based on previous year's history. Since ER&R cannot generate a profit, revenue
generated from ILA's is proportionally allocated to the internal users in next year's annual ER&R rate
calculation. The objective is for internal users to proportionally benefit from the ILA revenue and
eliminate the risk of one fund benefitting more than another. The shop rate is reviewed annually
and the actual ILA revenue is reconciled annually.
2.Clarification Request:
Having this background information, is the annual shop rate calculation acceptable for external users
(ILAs)?SAO does not prescribe how these rates need to be determined. We would expect the
County to have a clear rationale for the development of rates and to maintain support for the
development of those rates. We should also note that RCW 36.33A.040 states that, "Rates for the
rental of equipment owned by the fund shall be set to cover all costs of maintenance and repair,
material and supplies consumed in operating or maintaining the equipment, and the future
replacement thereof. The rates shall be determined by the county engineer or other appointee of
the county legislative body and shall be subject to annual review by the legislative body."
3. Follow-Up Question:
This leads to another question we have for the SAO:
Mason County is considering establishing a separate fleet asset management system for General
Fund Departments outside of ER&R. A likely scenario is a private company will oversee the
lease/purchase/maintenance this fleet. The Road Fund, Solid Waste and small utility funds would
remain participants in the ER&R internal service fund.
Can a private company or the General Fund enter into an ILA with ER&R on an as needed basis,
billed at the calculated shop hourly rate,similar to the ILA's?An interlocal agrees ent a a contract
entered into between two or more public agencies for joint or cooperative action. As such, it would
not be appropriate for an interlocal agreement to be established between funds within a county, nor
with a private company. However,other such agreements can be made to arrange for the general
fund to use the ER&R services. As outlined in RCW 36.33A.020,this would need to be approved via
resolution. I have yet to figure out whether a private company can enter into an agreement with
ER&R. I will need to connect with some other folks within my office, but they are all out the
remainder of the year, so I will have to follow up with you on that piece after the new year.
Thank you,
Merrilee
meri,.Iee [,evLU0A
Finance Manager—Mason County Public Works
(360)427-9670 x388
From:Jennifer Beierle
Sent: Monday, December 9, 2019 4:59 PM
To: Loretta Swanson<LorettaS(@co.mason.wa,us>; Diane Sheesley<DSheesley(@co.mason.wa.us>;
Cyndi Ticknor<CyndiTPco.mason.wa.us>; Merrilee Kenyon<MerrileeK(@co.mason.wa.us>
Cc: Frank Pinter<FPinter(@co.mason.wa.us>
Subject: Fw: Response to Client Helpdesk Request 88016
Good Afternoon,
Here is the helpdesk Q&A from SAO on ER&R funds.
Have a good evening,
Jennifer
From:CARRELLL@sao.wa.gov<CARRELLL@sao.wa.gov>
Sent: Monday, November 25, 2019 12:54 PM
To:Jennifer Beierle
Cc:friesenc(@sao.wa.eov; whitebd@sao.wa.gov; ehlingerc(@sao.wa.eov;fentonc@sao.wa.eov
Subject: Response to Client Helpdesk Request 88016
Your request#88016 for Mason County has been resolved.
Your question was:
Hello - I have 3 questions regarding Equipment Rental and Revolving internal service funds: 1.
Is there a recommended maximum amount of work performed percentage-wise through
outside inter-local agreements for ER&R funds? 2. If the recommended maximum is exceeded,
is this an issue? 3. If the county is not charging enough in their rates to recover their costs to
inter-locals (mainly fire districts), and is in turn subsidizing the districts through current
expense and road funds, what are the repercussions?
Our response is as follows:
1. RCW 36.33A.020 (Use of fund by other offices, departments or agencies), states, "The
legislative body of any county may authorize, by resolution,the use of the fund by any other
office or department of the county government or any other governmental agency for similar
purposes." We are not aware of any restrictions on the extent to which a county can enter
into agreements to do this.
2. We are not aware of any restrictions.
3. If the county is not charging a local government enough to recover their costs, there is a risk
of gifting of public funds, which is prohibited by the state constitution. We would expect the
County to develop appropriate rates and then controls to ensure all departments and other
agencies are billed in accordance with established agreements.
--------------------------------------------------
--------------------------------------------------
If you have additional follow-up questions, please reference this request number when you
contact us again. A copy of this response is provided to your audit team to ensure that we are
consistent and efficient when working with you.
Sincerely,
Lisa Carrell
Disclaimer:Answers are informational only and are based on the specific circumstances presented.As laws and
circumstances change,or additional facts are presented,the answer is subject to change.The information provided
by the Washington State Auditor's client helpdesk is not a legal or a binding opinion.
Neither the State of Washington nor any agency,officer,or employee of the State of Washington warrants the
accuracy,reliability or timeliness of any information in the Public Access System and shall not be liable for any
losses caused by such reliance on the accuracy,reliability,or timeliness of such information.Portions of such
information may be incorrect or not current.Any person or entity that relies on any information obtained from the
System does so at his or her own risk.
From: Derek Pohle
To: Diane Sheeslev
Subject: RE:Diverted road levy-Sheriff's Office vehicles
Date: Monday,December 30,2019 9:19:49 AM
Attachments: —WRD000,ioa
Diane,
Well done@
From: Diane Sheesley<DSheesley@co.mason.wa.us>
Sent:Tuesday, December 24, 2019 12:38 PM
To: Derek Pohle<derek@crab.wa.gov>; Frank Pinter<FPinter@co.mason.wa.us>;Sheryl Hilt
<SHilt@co.mason.wa.us>;Jason Dracobly<jdracobly@co.mason.wa.us>
Cc:Walt Olsen<Walt@crab.wa.gov>; Drew Woods<Drew@crab.wa.gov>;John Koster
<JohnK@crab.wa.gov>; Loretta Swanson<LorettaS@co.mason.wa.us>
Subject: RE: Diverted road levy-Sheriff's Office vehicles
Hi Derek,
Yes,thank you for meeting with us earlier this year.
Costs not associated with traffic law enforcement for the four vehicles including K-9 upfits and
percentage of the vehicle time not spent on traffic law enforcement in Mason County(not including
Shelton City limits) were briefed to our Commissioners by Support Services (Frank Pinter) on
December 2, 2019, PW and Sheriff office staff were also present.The excel spreadsheet attached
shows the options presented by Support Services to the Commission for their consideration in
repayment. The Commission opted for option 1 which repaid the Road Fund for the cost of two K-9
upfits,for the depreciated value(1 year at 20%straight line) of the two Tahoe's that were
purchased, and for 25%of the cost of two Ford Explorers(used approx. 83%of the time for traffic
law enforcement, but paid down to 75%to allow some flexibility). The repayment of the
$102,425.21 was acted on at the December 10, 2019 Board of County Commissioner meeting and
the repayment was received yesterday by the Road fund.
The Sheriff's office has stated they tracked the 4 vehicles this year, and will continue to track the two
vehicles that were not bought out for the life of ownership. I have requested the tracking data for all
four vehicles for this year and will forward it once received (with holiday schedules I am not sure
when we will receive this information). The Sheriff's office has shared their method of tracking with
us during meetings, but they keep the documentation at their office.
After your email the Sheriff's office has provided the attached information on the costs of the K-9
upfits as backup for the numbers used in the presentation to the BoCC.
Please let Frank or I know if you need any additional information and I will forward the tracking
information from the Sheriff's office once received.
I wish you a Happy Holiday Season with your family!
Best,
Diane
Diane Sheesley, PE
County Engineer
Mason County Public Works
(360)427-9670 ext.452
From: Derek Pohle<derek@crab.wa.gov>
Sent:Thursday, December 19, 2019 11:24 AM
To: Diane Sheesley<DSheesley@co.mason.wa.us>; Frank Pinter<FPinter@co.mason.wa.us>
Cc:Walt Olsen <Walt@crab.wa.gov>; Drew Woods<Drew@crab.wa.gov>;John Koster
<JohnK@crab.wa.gov>; Loretta Swanson <LorettaS@co.mason.wa.us>
Subject: Diverted road levy-Sheriff's Office vehicles
Greetings Diane and Frank,
As I'm sure you recall, earlier this year we had a meeting there at Mason County regarding Sheriff's
patrol vehicles (4) purchased with diverted road levy. As we are reaching the end of 2019 we are
requesting an update on the status of this issue, i.e. tracking and reporting which was implemented,
and specifically that the partial repayment transactions were accomplished and how those amounts
were arrived at. Also, we understand there was some discussion of buying out the road levy funded
percentages of the these vehicles in order to eliminate the added tracking and reporting
requirements. If that was accomplished or is soon to be accomplished, please provide an update on
that as well.
We appreciate your cooperation and Happy Holidays,
Derek
Derek Pohle,PE
Engineering and Administrative Support Specialist
County Road Administration Board
2404 Chandler Court SW,Suite 240
Olympia,WA 98504-0913
Phone: (360) 753-5989 Ext 6082
Fax: (360) 350-6094
derek0crab.wa.gov
Notice: This E-mail and your response may be considered a public record and may be subject
to disclosure under Washington's Public Records Disclosure Act, Chapter 42.56 RCW.
This email has been checked for viruses by AVG antivirus software.
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MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Amber Finlay, Judge
Daniel Goodell, Judge
Monty Cobb Judge
DEPARTMENT: Superior Court EXT: 206
BRIEFING DATE: January 6, 2020
PREVIOUS BRIEFING DATES:
If this is a follow-up briefing, please provide only new information
INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources
❑ Legal ❑ Other — please explain
ITEM: Increase Miscellaneous Court Commissioner hourly rate
EXECUTIVE SUMMARY: (if applicable, please include available options and potential
solutions):
RCW 2.24 provides for the appointment of court commissioners by the judges of the superior
court, with the salary to be established by the board of county commissioners.
At this time, Superior Court has one miscellaneous commissioner who is used on an as-
needed basis to preside over matters the Judges or Commissioner Sauerlender cannot hear
and to provide coverage during conferences, vacations or illness. The hourly rate was set by
Resolution No. 18-15 on April 21, 2015 at $60.00 per hour. We are requesting that the
hourly rate be increased to $75.00 per hour to be more in line with the hourly rate set by the
Washington Citizens/Commission on Salaries for Elected Officials, Mason County District
Court judge pro tems and court commissioners in surrounding counties.
COURT COMMISSIONER HOURLY RATES
WA Citizens'Commission on Salaries $109.14
Mason County District Court (requested increase 2020 70.00
Jefferson County Superior Court $72.00
Kitsap County Superior Court 90% of Judicial salary) 82.64
Thurston County Superior Court $60.00
Lewis County Superior Court $63.91
Gras Harbor County Superior Court $80.00
This request does not relate to Commissioner Sauerlender, whose salary is set by contract at
85% of a superior court judge's salary as set by the Washington Citizens'Commission on
Salaries for Elected Officials.
BUDGET IMPACT: None.
Briefing Summary 12/27/2019
PUBLIC OUTREACH:(include any legal requirements, direct notice, website, community
meetings, etc.) None.
RECOMMENDED OR REQUESTED ACTION: Adopt a resolution that increases the hourly
rate for Superior Court miscellaneous court commissioners from $60.00 to $75.00 per hour.
ATTACHMENTS:
RCW 2.24
Resolution 18-15
Proposed resolution amending Resolution No. 18-15
Briefing Summary 12/27/2019
Chapter Listing
Chapter 2.24 RCW
COURT COMMISSIONERS AND REFEREES
Sections
2.24.010 Appointment of court commissioners,criminal commissioners—Qualifications—Term of office.
2.24.020 Oath.
2.24.030 Salary.
2.24.040 Powers—Fees.
2.24.050 Revision by court.
2.24.060 Referees—Definition—Powers.
NOTES:
Attorney serving as guardian ad litem—Disqualification as court commissioner pro tempore—Circumstances:RCW 2.08.185.
Court commissioners:State Constitution Art. 4§23;RCW 71.05.135 and 71.05.137.
Juvenile court, court commissioner powers:RCW 13.04.021.
RCW 2.24.010
Appointment of court commissioners, criminal commissioners—Qualifications—Term of office.
(1)There may be appointed in each county or judicial district,by the judges of the superior court having jurisdiction therein,one or more court
commissioners for said county or judicial district. Each such commissioner shall be a citizen of the United States and shall hold the office during the
pleasure of the judges making the appointment.
(2)(a)There may be appointed in counties with a population of more than four hundred thousand, by the presiding judge of the superior court
having jurisdiction therein,one or more attorneys to act as criminal commissioners to assist the superior court in disposing of adult criminal cases.
Such criminal commissioners shall have power, authority,and jurisdiction,concurrent with the superior court and the judges thereof, in adult criminal
cases,to preside over arraignments,preliminary appearances,initial extradition hearings,and noncompliance proceedings pursuant to RCW
9.94A.6333 or 9.948.040;accept pleas if authorized by local court rules;appoint counsel;make determinations of probable cause;set,amend,and
review conditions of pretrial release; set bail; set trial and hearing dates;authorize continuances;accept waivers of the right to speedy trial;and
authorize and issue search warrants and orders to intercept,monitor,or record wired or wireless telecommunications or for the installation of
electronic taps or other devices to include,but not be limited to,vehicle global positioning system or other mobile tracking devices with all the powers
conferred upon the judge of the superior court in such matters.
(b)The county legislative authority must approve the creation of criminal commissioner positions.
[2013 c 27§3;2009 c 140§ 1; 1990 c 191 §1; 1979 ex.s.c 54§ 1; 1967 ex.s.c 87§1; 1961 c 42§1; 1909 c 124§ 1; RRS§83.Prior: 1895 c
83§1.]
RCW 2.24.020
Oath.
Court commissioners appointed hereunder shall,before entering upon the duties of such office,take and subscribe an oath to support the
Constitution of the United States,the Constitution of the state of Washington, and to perform the duties of such office fairly and impartially and to the
best of his or her ability.
[2011 c 336§38; 1909 c 124§5; RRS§88.]
RCW 2.24.030
Salary.
Each court commissioner appointed hereunder shall be allowed a salary,in addition to the fees herein provided for,in such sum as the board
of county commissioners may designate, said salary to be paid at the time and in the manner as the salary of other county officials.
[1909 c 124§4; RRS§87. Prior: 1895 c 83§3.]
RCW 2.24.040
Powers—Fees.
Such court commissioner shall have power,authority,and jurisdiction,concurrent with the superior court and the judge thereof,in the following
particulars:
(1)To hear and determine all matters in probate,to make and issue all proper orders therein,and to issue citations in all cases where same
are authorized by the probate statutes of this state.
(2)To grant and enter defaults and enter judgment thereon.
(3)To issue temporary restraining orders and temporary injunctions,and to fix and approve bonds thereon.
(4)To act as referee in all matters and actions referred to him or her by the superior court as such,with all the powers now conferred upon
referees by law.
(5)To hear and determine all proceedings supplemental to execution,with all the powers conferred upon the judge of the superior court in
such matters.
(6)To hear and determine all petitions for the adoption of children and for the dissolution of incorporations.
(7)To hear and determine all applications for the commitment of any person to the hospital for the insane,with all the powers of the superior
court in such matters: PROVIDED,That in cases where a jury is demanded,same shall be referred to the superior court for trial.
(8)To hear and determine all complaints for the commitments of minors with all powers conferred upon the superior court in such matters.
(9)To hear and determine ex parte and uncontested civil matters of any nature.
(10)To grant adjournments,administer oaths,preserve order,compel attendance of witnesses,and to punish for contempts in the refusal to
obey or the neglect of the court commissioner's lawful orders made in any matter before the court commissioner as fully as the judge of the superior
court.
(11)To take acknowledgments and proofs of deeds,mortgages and all other instruments requiring acknowledgment under the laws of this
state,and to take affidavits and depositions in all cases.
(12)To provide an official seal, upon which shall be engraved the words"Court Commissioner,"and the name of the county for which he or
she may be appointed,and to authenticate his official acts therewith in all cases where same is necessary.
(13)To charge and collect,for his or her own use,the same fees for the official performance of official acts mentioned in subsections(4)and
(11)of this section as are provided by law for referees and notaries public.
(14)To hear and determine small claims appeals as provided in chapter 12.36 RCW.
(15)In adult criminal cases,to preside over arraignments, preliminary appearances, initial extradition hearings,and noncompliance
proceedings pursuant to RCW 9.94A.6333 or 9.946.040;accept pleas if authorized by local court rules;appoint counsel;make determinations of
probable cause;set,amend,and review conditions of pretrial release;set bail;set trial and hearing dates;authorize continuances;and accept waivers
of the right to speedy trial.
[2009 c 28§1; 2000 c 73§1; 1997 c 352§14; 1991 c 33§6; 1979 ex.s.c 54§2; 1963 c 188§1; 1909 c 124§2; RRS§85. Prior: 1895 c 83§
2.]
NOTES:
Effective date-2009 c 28:"This act takes effect August 1,2009."[2009 c 28§43.]
Effective date-1991 c 33: See note following RCW 3.66.020.
Powers of commissioner under juvenile court act:RCW 13.04.030.
RCW 2.24.050
Revision by court.
All of the acts and proceedings of court commissioners hereunder shall be subject to revision by the superior court.Any party in interest may
have such revision upon demand made by written motion,filed with the clerk of the superior court,within ten days after the entry of any order or
judgment of the court commissioner.Such revision shall be upon the records of the case,and the findings of fact and conclusions of law entered by
the court commissioner,and unless a demand for revision is made within ten days from the entry of the order or judgment of the court commissioner,
the orders and judgments shall be and become the orders and judgments of the superior court,and appellate review thereof may be sought in the
same fashion as review of like orders and judgments entered by the judge.
[1988 c 202§1; 1971 c 81 §10; 1909 c 124§3; RRS§86.]
NOTES:
Severability-1988 c 202:"If any provision of this act or its application to any person or circumstance is held invalid,the remainder of the
act or the application of the provision to other persons or circumstances is not affected."[1988 c 202§97.]
RCW 2.24.060
Referees—Definition—Powers.
A referee is a person appointed by the court or judicial officer with power—
(1)To try an issue of law or of fact in a civil action or proceeding and report thereon.
(2)To ascertain any other fact in a civil action or proceeding when necessary for the information of the court,and report the fact or to take and
report the evidence in an action.
(3)To execute an order,judgment or decree or to exercise any other power or perform any other duty expressly authorized by law.
[1891 c 25§ 1; RRS§82.]
NOTES:
Referee asking or receiving unlawful compensation:RCW 9A.68.020, 9A.68.030.
Supplemental proceedings:Chapter 6.32 RCW.
Trial before referee:Chapter 4.48 RCW.
RESOLUTION NO. (O - 'K
AMENDS RESOLUTION NO. 08-95
A RESOLUTION SETTING THE SALARY FOR COURT COMMISSIONERS
APPOINTED BY THE JUDGES OF SUPERIOR COURT
WHEREAS, RCW 2.24.030 designates that the Board of Mason County
Commissioners shall set the salary for the Court Commissioners appointed by the
judges of the Superior Court;
WHEREAS, the Board of Mason County Commissioners has determined that the
salary of $50.00 per hour as set by the Board in 1995 should be increased to $60.00
per hour;
NOW, THEREFORE, BE IT RESOLVED that the hourly salary for Mason County
Superior Court Commissioners, excluding any court commissioner position otherwise set
by contract, shall be increased from $50.00 per hour to $60.00 per hour effective May
1, 2015.
DATED this day of April, 2015.
ATTEST: BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
J. Almanzor, Clerk of the Board Randy,. Neatherlin, Chair
Tim Sheldon, Commissioner
APPROVED AS TO FORM:
Tim Whitehea Terri Jeffreys, r missioner
Chief Deputy Prosecuting Attorney
RESOLUTION NO.
AMENDS RESOLUTION NO. 18-15
RESOLUTION AMENDING RESOLUTION NO. 18-15 AND SETTING THE SALARY FOR
COURT COMMISSIONERS APPOINTED BY THE JUDGES OF SUPERIOR COURT
WHEREAS, RCW 2.24.030 designates that the Board of Mason County Commissioners shall set the salary
for the Court Commissioners appointed by the judges of the Superior Court;
WHEREAS, the Board of Mason County Commissioners has determined that the salary of$60 per hour as
set by the Board in 2015 should be increased to $75.00 per hour;
NOW, THEREFORE BE IT RESOLVED by the Board of Mason County Commissioners that the
hourly salary for the Mason County Superior Court Commissioners, excluding any court
commissioner position otherwise set by contract, shall be increased from $60.00 per hour to
$75.00 per hour effective January 1, 2020.
Adopted this of January, 2020
BOARD OF COUNTY COMMISSIONERS
ATTEST: MASON COUNTY, WASHINGTON
Melissa Drewry, Clerk of the Board Kevin Shutty, Chair
APPROVED AS TO FORM:
Randy Neatherlin, Commissioner
Tim Whitehead, Chief DPA
Sharon Trask, Commissioner
MASON COUNTY
BRIEFING ITEM SUMMARY FORM
TO: BOARD OF MASON COUNTY COMMISSIONERS
FROM: Patsy Robinson, AdministratorCL--
Geor a Steele, Judge
DEPARTMENT: EXT: 278
District Court
BRIEFING DATE: 1/6/20
PREVIOUS BRIEFING DATES:
If this is a follow-up briefing, please provide only new information
INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources
Legal ❑ Other — please explain
ITEM:
Increase District Court Judge Pro tempore and District Court Commissioner hourly
rates.
EXECUTIVE SUMMARY: (If applicable, please include available options and potential
solutions):
In 1993, the Board of County Commissioners approved a part time position for a
District Court Commissioner.
Per RCW 3.34.130 states that each district court shall designate one or more persons as
judge pro tempore who shall serve during the temporary absence, disqualification, or
incapacity of a district court judge or to serve as an additional judge for excess caseload
or special set cases, and
Per RCW 3.34.130, A Judge Pro tempore shall be paid the salary authorized by the
county legislative authority.
The current hourly rate is $ 60.00 per hours as set on 7/15/2015. Listed below are
supporting issues for increasing the current hourly rate:
• The cost of living has increased since 2015.
• Superior Court 2020 requested increase from $60.00 to $ 75.00 per hour
• An average of the comparable counties for Judge Pro tempore is $ 80.86 per
hour. (see attached spreadsheet)
• RCW 3.34.130(2) - For each day that a judge pro tempore serves in excess of
thirty days during any calendar year, the annual salary of the district judge in
whose place the judge pro tempore serves shall be reduced by an amount equal
to one-two hundred fiftieth of such salary: PROVIDED, that each full time district
judge shall have up to fifteen days' annual leave without reduction for service on
judicial commissions established by the legislature or the chief justice of the
Briefing Summary 12/30/2019
supreme court. No reduction in salary shall occur when a judge pro tempore
serves:
(a) While a district judge is using sick leave granted in accordance with RCW
3.34.100;
(b) While a district court judge is disqualified from serving following the filing of
an affidavit of prejudice;
(c) As an additional judge for excess case load or special set cases; or
(d) While a district judge is otherwise involved in administrative, educational, or
judicial functions related to the performance of the judge's duties: PROVIDED,
That the appointment of judge pro tempore authorized under subsection (2)(c)
and (d) of this section is subject to an appropriation for this purpose by the
county legislative authority.
BUDGET IMPACT:
Current 2020 budget as approved allows for approximately 584 hours of pro-tem time
at 60.00 per hour, therefore with an increase to 75.00 per hour it would require an
increase to the 2020 budget of $8,800.
Please note — that due to the decrease in the 2020 requested budget amount the
court may need to request an additional supplemental budget later in the 2020 budget
cycle due to the Calendar changes and the Court running two courtrooms three days
per week.
PUBLIC OUTREACH: (Include any legal requirements, direct notice, website, community
meetings, etc.)
RECOMMENDED OR REQUESTED ACTION:
Adopt a resolution that increases the hourly rate for District Court Judge Pro tempore
and District Court Commissioners from $ 60.00 to $ 75.00 per hour.
ATTACHMENTS:
RCW 3.34.130
2015 Judge Pro tempore rates for Mason County and Comparable Counties
Resolution 07-15
Proposed resolution amending Resolution 07-15
Briefing Summary 12/30/2019
RCW 3.34.130: District judges pro tempore—Reduction in salary of replaced judges—Ex... Page 1 of 2
RCW 3.34.130
District judges pro tempore—Reduction in salary of replaced
judges—Exception—Reimbursement of counties.
(1) Each district court shall designate one or more persons as judge pro tempore who
shall serve during the temporary absence, disqualification, or incapacity of a district judge or
to serve as an additional judge for excess caseload or special set cases. The qualifications of
a judge pro tempore shall be the same as for a district judge, except that with respect to RCW
3.34.060(1), the person appointed need only be a registered voter of the state. A district that
has a population of not more than ten thousand and that has no person available who meets
the qualifications under *RCW 3.34.060(2) (a) or (b), may appoint as a pro tempore judge a
person who has taken and passed the qualifying examination for the office of district judge as
is provided by rule of the supreme court. A judge pro tempore may sit in any district of the
county for which he or she is appointed. A judge pro tempore shall be paid the salary
authorized by the county legislative authority.
(2) For each day that a judge pro tempore serves in excess of thirty days during any
calendar year, the annual salary of the district judge in whose place the judge pro tempore
serves shall be reduced by an amount equal to one-two hundred fiftieth of such salary:
PROVIDED, That each full time district judge shall have up to fifteen days annual leave
without reduction for service on judicial commissions established by the legislature or the chief
justice of the supreme court. No reduction in salary shall occur when a judge pro tempore
serves:
(a) While a district judge is using sick leave granted in accordance with RCW 3.34.100;
(b) While a district court judge is disqualified from serving following the filing of an
affidavit of prejudice;
(c) As an additional judge for excess case load or special set cases; or
(d) While a district judge is otherwise involved in administrative, educational, or judicial
functions related to the performance of the judge's duties: PROVIDED, That the appointment
of judge pro tempore authorized under subsection (2)(c) and (d) of this section is subject to an
appropriation for this purpose by the county legislative authority.
(3) The legislature may appropriate money for the purpose of reimbursing counties for
the salaries of judges pro tempore for certain days in excess of thirty worked per year that the
judge pro tempore was required to work as the result of service by a judge on a commission
as authorized under subsection (2) of this section. No later than September 1 of each year,
each county treasurer shall certify to the administrator for the courts for the year ending the
preceding June 30, the number of days in excess of thirty that any judge pro tempore was
required to work as the result of service by a judge on a commission as authorized under
subsection (2) of this section. Upon receipt of the certification, the administrator for the courts
shall reimburse the county from money appropriated for that purpose.
[ 1996 c 16 § 1; 1994 c 18 § 1; 1993 c 330 § 1; 1986 c 161 § 4; 1984 c 258 § 302; 1984 c
258 § 19; 1983 c 195 § 2; 1981 c 331 § 9; 1961 c 299 § 22.]
NOTES:
https://app.leg.wa.gov/RCW/default.aspx?cite=3.34.130 7/18/2019
RCW 3.34.130: District judges pro tempore—Reduction in salary of replaced judges—Ex... Page 2 of 2
*Reviser's note: RCW 3.34.060 was amended by 2002 c 136 § 1, deleting
subsection (2)(b).
Severability-1986 c 161: See note following RCW 43.03.010.
Court Improvement Act of 1984—Effective dates—Severability—Short
title-1984 c 258: See notes following RCW 3.30.010.
Legislative intent-1984 c 258 §§ 302-340: "It is the intent of the legislature to
assure accountability, uniformity, economy, and efficiency in the collection and distribution by
superior, district, and municipal courts of fees, fines, forfeitures, and penalties assessed and
collected for violations of state, statutes, and county, city, and town ordinances." [ 1984 c 258
§ 301.]
Court Congestion Reduction Act of 1981—Purpose—Severability-1981 c
331: See notes following RCW 2.32.070.
https://app.Ieg.wa.gov/RCW/default.aspx?cite=3.34.130 7/18/2019
JUDGE PRO-TEM HOURS-2019
MONTH PROTEM AOP/RECUSAL OVERFLOW CONFERENCE VACATION ISICK/BLTRAINING _HR-HOURS TOTAL
JANUARY Alexander 4.5 _ 4.500 -_-
Greer 1.25 1.250
Pamroy, 1.5 -_-_ - _- 1.500
Greer 4 - - - - - - - 4.000
Pomeroy 0.5 _ _-. _ 8 8.500
0.000
0.000
,• _.,,
Monthly to
FEBRUARY Alexander 0.5 0.300
Greer 2.5 0.3 ----- - ._._- 3.000
pommeroy 13.5 _ _ _ 13.500
Bonin 11.000
Greer 3 - - _3.000
Pome 6.25 6 30
Yonek 2 - ... - 2 000
0 nuu --
- �„ Monthly total 29.250 --
MARCH Greer 3.25 0.5 _3.75_0
Pumcrov IB..___. - __..-18.000
Greer 0.25' 1.75' 4,000
_ Hoascr 2 - _.. . 2.000
Pomeroy 2.3 _2.500
--- '- - -- - 011UP --
Dtoothl•total 30.250
Quarter total 79.250
APRIL Greer 3 2.5. 5.500
_.-. _
_
P-rov
Preuss I 1.000
Greer 5.25 0.5 _ 5.750
Pomemy 3 3.000
Preull I 2.5 3.500
Yonek 1.5 1.300
Y Buzzard 4 4.000
Greer 4 4.25 8.250
PMOM 3 3.000
Yonek 1.3 1.500
Greer 3.25 0.5 3.750
P I I 11.000
JUNE Buzzard 1.5 1.300
Greer 3.5 1.5 3,000
Houser 22.5 22.300
Yonek 7 3.000
_ Greer 4.75 2.51 7.230
P 17.5 I7500
0.000
0.000
>LuOhh Iowl FG.7<n ---
a....,.,.,..._ ,.,,..e._..,... Quarto total 109-W
2„:.y..._. 2.75 - _ 4.750
JULI' _ Poincin� 6.5 6.500------
_ Preuss 7 Z000
Greer I. 5.75 3 8.750 _
Houser 7.5 --- - - _-_ 7.500
Preuss_ _ _ 6 _ _3_BL 9.000
0.000
Monthly-40
AUGUST Greer 3.5 3.75 1.25 8.500
Houser 1 - 1.000
Porn10.73 _ --- __. -r_ -� - 10.750
Buzzard I 000
Greer 8 4.5 L0
_ _ 1200
ponlem 0.5 2 I - 2.300
Monthly total ,
SEPTEMBER Buzzard 3 _ _ _ 3.000
Greer 2.75 2.5 - _ - -1- -_ 5.250
Houser _ _ 3.5; _ 3.300
P 9 9.000
Preuss 3.5 - -- - --� - 3.300
- --r -- - -- -.-
Buvard _ 18.3 _ _ i_ _ _ I 18.300
Greer 4,251 3.25 5.25 _}--- 12.750
Pomeroy 3 -- - __ - -i- -- - - -
_ 3.000
_1
0 000
- Monthly total '58,3110
Quarter total 138.2;1)
OCTOBER B.,-W II 71 4' _ 16.500 _
Greer 3.73 4.3 _. _ 1 4- 10.250
Pome 6 13 - - - _ _ 21.000
Buzzard 11.000
Greer 6.73 _ __ '�-.- -. 6.750--
Hower 8 _ - 81)00 -
brieruy Pomeroy 3 2 7 nuu -
. .. ,Monthly total 70.500 -...
NOVEMBER Greer 9.23 4 13 25,,
Hower 8 _8.0011
Pomeroy 2.5 32.75 _ 35,250
Pruess 2 2.000
Greer 8.5 3.5 - - 12.000
Pomeroy 10 2.25 - - 12 250
FAIRLmonthly-total 82.750
DECEMBER Buzzard 1.5 1.500
Greer 1.51 9 10500
P 13.5 13.500
Preua 7.5 ..- 7.500
0.000
0.000
Monthly total - 33.(NNI
Quarter neral I8o1;0
Totd Hours 1,7 �,�, 91'_ e;
(:li.tIP 1()1:11. �13._2S0 <1;,<r
2019-JUDGE PRO-TEM RATES FOR MASON COUNTY AND COMPARABLE COUNTIES
COURT NAME FLAT RATE HOURLY RATE
Clallam $87.43 based on Legislative rates/2080
Cowlitz half day/whole day $93.00 bases on 1/250th of judges salary
Grays Harbor $88.00 Judges monthly x 12/2080
Island $103.90 Court Commissioner-65.56/looking at possible increase
Jefferson $65.00 As of 2019-will be requesting increase to$75.00 per hour
Lewis $92.05
Skagit half day/whole day 250.00/500.00 $62.50 Will be requesting increase
Mason $60.00
total of hourly rates $651.88
8 counties average of above $81.49
RESOLUTION NO. D �_ 15
AMENDING RESOLUTION 32-96
A RESOLUTION SETTING the salary for District Court Commissioner and District Court Judge Pro tempore
appointed by the District Court Judge.
WHEREAS, Per RCW 3.34.130 states that each district court shall designate one or more persons as
judge pro tempore who shall serve during the temporary absence, disqualification, or incapacity of a
district court judge or to serve as an additional judge for excess caseload or special set cases, and
WHEREAS, Per RCW 3.34.130, A Judge Pro tempore shall be paid the salary authorized by the county
legislative authority.AND
WHEREAS,
• The cost of living has increased significantly since 1996.
• An average of the comparable counties for Judge Pro tempore as of 2/9/15 is$ 65.43 per
hour.
• RCW 3.34.130(2) - For each day that a judge pro tempore serves in excess of thirty days
during any calendar year,the annual salary of the district judge in whose place the judge
pro tempore serves shall be reduced by an amount equal to one-two hundred fiftieth of
such salary: PROVIDED,That each full time district judge shall have up to fifteen days
annual leave without reduction for service on judicial commissions established by the
legislature or the chief justice of the supreme court. No reduction in salary shall occur
when a judge pro tempore serves:
(a)While a district judge is using sick leave granted in accordance with RCW 3.34.1001-
(b)
.34.100;(b) While a district court judge is disqualified from serving following the filing of an
affidavit of prejudice;
(c)As an additional judge for excess case load or special set cases; or
(d)While a district judge is otherwise involved in administrative, educational, or judicial
functions related to the performance of the judge's duties: PROVIDED,That the
appointment of judge pro tempore authorized under subsection (2)(c) and (d) of this
section is subject to an appropriation for this purpose by the county legislative authority.
WHEREAS, the District Court submitted the 2015 budget reflecting the increase to $ 60.00
THEREFORE, it is hereby resolved that effective on the date of adoption,the hourly rate for District
Court Commissioner and District Court Judge Pro tempore be increased to $60.00 per hour.
ADOPTED this�_day of 12 2015.
A EST: BOARD OF COUNT COMMISSIONERS
MASON COUNTY, WASHINGTON
J e Almanzor, Clerk of the Boa
L
APPROVE AS TO FORM: Rand Neatherlin, Chair
Terri Jeffreys,Vice Chair
Tim Whitehead, Chief Deputy --7
Tim Sheldon, Commissioner
RESOLUTION NO.
AMENDING RESOLUTION 07-15
A RESOLUTION SETTING the salary for District Court Commissioner and District Court Judge Pro tempore
appointed by the District Court Judge.
WHEREAS, Per RCW 3.34.130 states that each district court shall designate one or more persons as
judge pro tempore who shall serve during the temporary absence, disqualification, or incapacity of a
district court judge or to serve as an additional judge for excess caseload or special set cases, and
WHEREAS, Per RCW 3.34.130, A Judge Pro tempore shall be paid the salary authorized by the county
legislative authority. AND
WHEREAS,
• The cost of living has increased significantly since 2015.
• An average of the comparable counties for Judge Pro tempore as of 2019 is$ 80.86 per
hour.
• RCW 3.34.130(2) - For each day that a judge pro tempore serves in excess of thirty days
during any calendar year, the annual salary of the district judge in whose place the judge
pro tempore serves shall be reduced by an amount equal to one-two hundred fiftieth of
such salary: PROVIDED,That each full time district judge shall have up to fifteen days
annual leave without reduction for service on judicial commissions established by the
legislature or the chief justice of the supreme court. No reduction in salary shall occur
when a judge pro tempore serves:
(a) While a district judge is using sick leave granted in accordance with RCW 3.34.1001-
(b)
.34.100;(b) While a district court judge is disqualified from serving following the filing of an
affidavit of prejudice;
(c) As an additional judge for excess case load or special set cases; or
(d) While a district judge is otherwise involved in administrative, educational, or judicial
functions related to the performance of the judge's duties: PROVIDED, That the
appointment of judge pro tempore authorized under subsection (2)(c) and (d) of this
section is subject to an appropriation for this purpose by the county legislative authority.
WHEREAS, the District Court submitted the 2020 budget reflecting the increase to $ 75.00
THEREFORE, it is hereby resolved that effective on January 1, 2020; increase the hourly rate for District
Court Commissioner and District Court Judge Pro tempore to $75.00 per hour.
ADOPTED this day of 2019.
ATTEST: BOARD OF COUNT COMMISSIONERS
MASON COUNTY, WASHINGTON
Melissa Drewry, Clerk of the Board
APPROVE AS TO FORM: Kevin Shutty, Commissioner
Sharon Trask, Commissioner
Tim Whitehead, Chief Deputy
Randy Neatherlin, Commissioner