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AMENDMENT TO MAINTENANCE AGREEMENT THIS AMENDMENT("Amendment") dated this 20% day of August,2014 is attached to, and made a part of, the MAINTENANCE AGREEMENT entered into on the day of August, 2014 ("Agreement') by and between Enterprise Fleet Management Inc., a Missouri corporation ("EFM") and City of Pleasanton ("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the parties. Section 10 of the Maintenance Agreement is amended to read as follows: 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 California(without reference to conflict of law principles). All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed. IN WITNESS YVHEREOF, EFM and Lessee have executed this Amendment to Maintenance Agreement as of the—day of ugu , 2014. City of Pleasanton (Lessee) ENTERPRISE ANAG B A By_ Title: lit " `(�j Title: f�`�/U/' L 54to--5 lmw✓geler Approved As To Fort: