Loading...
Resolution No. 7288l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MASTER LEASE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND TOYOTA MOTOR CREDIT CORPORATION WHEREAS, the City of Vernon has an ongoing need to replace vehicles in its service fleet; and WHEREAS, the City has an opportunity to lease Toyota RAV 4 electric vehicles through Toyota Motor Credit Corporation under a program that includes a $5,000 per vehicle incentive payment from the South Coast Air Quality Management District; and WHEREAS, Toyota Motor Credit Corporation has provided the City with a RAV 4 Electric Vehicle Fleet Lease Program Master Lease Agreement, which the City must execute in order to participate in said program; and WHEREAS, pursuant to Vernon City Code § 2.27(a), the City Council finds and determines that it is in the public interest and necessity to authorize the Purchasing Agent to lease one or more Toyota RAV 4 electric vehicles pursuant to the terms and conditions set forth in the aforesaid Master Lease Agreement without necessity of further compliance with the procedure set forth in Article IV of Chapter 2 of the Vernon City Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the RAV 4 Electric Vehicle Fleet Lease Program 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Master Lease Agreement, a copy of which has been presented to the City Council concurrently with this resolution, and the City Council hereby orders a copy of said Agreement to be received and filed by the City Clerk. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council further authorizes the City Administrator, as Purchasing Agent, to execute on behalf of the City any and all additional documents required for the lease of a vehicle under said Agreement and to select the method of payment and vehicle options that the City Administrator determines would best suit the requirements of the City. SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 16th day of March, 1999. ATTEST BRUCE V. MALKENHORST, City Clerk -2- LEONIS C. LBURG, Mayor 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7288, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, March 16, 1998, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, City Clerk (SEAL) -3- SUPPORTING DOCUMENTS OFFICE OF THE CITY ADMINISTRATOR/ CITY CLERK INTER -OFFICE MEMORANDUM DATE: March 29, 1999 TO: Dolores Fonseca, Accountant FROM: Gloria J. Orosco, Chief Deputy City Clerk RE: Master Lease Agreement - Toyota Motor Credit Corp. Commercialease Lease Agreement - Ford Motor Credit Corp. Enclosed are the original partially executed above referenced agreements which were approved by City Council on March 16, 1999 through Resolution Nos. 7288 and 7289 (copies attached). Once said agreements have been fully executed, please forward an original of same to this office for our files. Also enclosed are Purchase Requisition Nos. 42564, 43788, and 43789. Thank you. 1999 RAV4EV Standard Features Front Wheel Drive, 5 passenger, 4 doors Dual Air Bags Power Windows, Door Locks and Mirrors Air Conditioning AM/FM Stereo with -Cassette Front Heated Seats and Windshield Control Panel with Timer and Cabin Temperature Control Concealed Spare Tire Alloy Wheels Performance City/Highway/Combined Range 126 miles Top Speed: 78 MPH - Electronically limited Optional Equipment 50 KW, 67 HP Permanent Magnet Motor Single, Speed Front Wheel Drive Transaxal 24 Sealed Nickel - Metal Hydride Batteries Speed Sensing Electro - Hydraulic Power Steering Power Assisted Front Disc/Rear Drum Brakes Heavy Duty Heat Pump ABS/Regenerative Braking Cold Kit: Rear Seat Heaters, Traction Control, Heavy Duty Wiper Motor Colors White - 056 Green Pearl - 6P3 Interior - Shadow Gray Cloth Silver Metallic - 199 Sapphire Blue - 81_5 Red Pearl- 3M8 Pricing Lease Program: 36 Month Term - Closed End • $457/Month or Lump Sum of $16,000* * With California State AQMD Incentive Warranty Coverage ■ $599/Month or Lump. Sum of $21,000** ** Without California Incentive Basic Coverage: Three Years/36,000 Miles; Bumper to Bumper Battery Coverage: Three Years/36,000 Miles; No Proration Powertrain: Five Years/60,000 Miles Corrosion/Perforation: Five Years/Unlimited Miles Maintenance Program Lease Program: No Charge for lease term Coverage includes : Safety Items, Suspension and Brake System, Tires, and Select Traction Motor System Components and all Battery Components. Inform ationSheetRAWEV 10.98 RAV 4 ELECTRIC VEHICLE FLEET LEASE PROGRAM MASTER LEASE AGREEMENT Date of Agreement: Lessor Name and Address Lessee Name and Address (including Count Toyota Motor Credit Corporation Commercial Finance Division POB 3457 Torrance, CA 90510 - 3457 1. LEASE OF VEHICLES TO LESSEE a. Subject to the terms and conditions of this RAV4 Electric Vehicle Fleet Lease Program Master Lease Agreement (the "Agreement"), Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor from time to time, new, untitled Toyota RAV4 Electric Vehicles which include a battery pack with 24 advanced nickel -metal hydride (NiMH) used to power the Lease Vehicles, (collectively, the "Lease Vehicle") for use in Lessee's business Lease Vehicles shall be described in RAV4 Electric Vehicle Fleet Lease Agreement Supplements ("Supplements") executed by Lessor and Lessee from time to time Each such Supplement shall be incorporated herein upon its execution by Lessor and Lessee. b. This is an agreement of lease only and is not a contract for the sale of vehicles. Lessor is the owner of all Lease Vehicles and Lessee recognizes that it does not acquire any legal or equitable interest in Lease Vehicles. Lessee's right to possess, use and operate any and all Lease Vehicles shall be forfeited upon the termination or expiration of this Agreement as hereinafter provided. 2. TERM AND NO OPTION TO PURCHASE a. With respect to each Lease Vehicle, the term of the lease (the "Lease Term") shall commence on the date the Lease Vehicle is delivered to the Lessee ("In -Service Date") and shall continue through the date set forth in the applicable Supplement as the Maturity Date. Except as may otherwise be provided in this Agreement, no Lease Vehicle shall be eligible for return to Lessor until the expiration of the, Lease Term. b. With respect to each Lease Vehicle, this Agreement contains no provision for holdover beyond the Lease Term without the Lessor's prior written consent. Lease Vehicles not returned by Lessee as provided in this Agreement shall be subject to all requirements of this Agreement, including, but not limited to, monthly rental payments, insurance and maintenance. Lessor may proceed to recover Lease Vehicles retained by Lessee beyond the Lease Term without Lessee's prior written consent. c. There shall be no right of the Lessee to purchase the Lease Vehicles during, or at the end of the Lease Term. All Lease Vehicles must be returned to Lessor as set forth in this RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 2 Agreement. 3. PLACEMENT OF LEASE VEHICLES IN SERVICE a. Lessee may from time to time order Lease Vehicles from Toyota Motor Sales, U.S.A., Inc. ("TMS"). Lessor shall complete a Supplement for the Lease Vehicles, which Lessee and Lessor shall execute prior to delivery of the Lease Vehicles to Lessee. Lease Vehicles described in such Supplement shall, upon execution of the Supplement by Lessee and Lessor, and delivery of the Lease Vehicle to Lessee, be subject to all the terms and conditions of this Agreement. Carrier receipt will be sufficient proof of delivery of the Lease Vehicles to Lessee. b. Vehicles shall include all equipment required by federal, state or municipal statutes, laws, ordinances, rules or regulations, present or future. Lessor shall pay for and install any equipment necessary to bring Lease Vehicles in compliance with these requirements. Lessee agrees to cooperate with Lessor in accomplishing compliance. 4. RENT AND PAYMENTS DUE AT LEASE SIGNING a. Lessee shall have the option, for each Lease Vehicle, to choose between a monthly rental payment, or an upfront ("one -pay") rental payment. Once Lessee chooses a payment option on a given Lease Vehicle, it may not change the payment option on that Lease Vehicle. The monthly or one pay rental payments for each Lease Vehicle placed in service will be set forth in the'Supplement. b. Upon execution of the Supplement, Lessee agrees to pay: (i) any title or registration fees necessary to initially title and register the Lease Vehicle; plus (ii) any upfront sales, lessor, excise or other taxes due on the Lease or Lease Vehicle; plus (iii) one monthly payment if it is a monthly rental payment lease or the one -pay payment if Lessee chooses a one -pay rental payment lease, plus (iv) a security deposit as set forth in the Supplement. With Lessor's written consent, Lessee may pay the upfront taxes referred to in #2 above on the condition that the Lessee provide Lessor with proof of payment of such taxes within 30 days of the In -Service Date. c. Monthly payments shall be made in advance, starting with the first monthly payment due at execution of the Supplement. Payments shall be due in advance, on the anniversary of the In -Service Date each month. d. For Lease Vehicles with a monthly rental payment, Lessor's invoice shall list the Lease Vehicles in service by Lessee, the monthly rental payment due, any past due rental payments, any delinquency charges on unpaid, past due rental payments, any other amounts due such as for Personal Property or excise taxes paid for by Lessor on the Leased Vehicles, and the total amount then due with respect to each Lease Vehicle. For Lease Vehicles with a one -pay rental payment, Lessor's invoice shall list any amounts due Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 3 such as for Personal Property or excise taxes paid by the Lessor on the Leased Vehicles. e. Lessee's obligation to pay shall not be conditioned upon Lessee's receipt of Lessor's invoice. If Lessor receives the payment more than 10 days after it is due, Lessee agrees to pay a late charge equal to 10% of the unpaid portion of the monthly rental payment. Late charges shall be charged only one time per late payment. Payments received shall be applied to the most past due payment first. 5. REGISTRATION; OFFICIAL FEES AND TAXES; MOVEMENT OF VEHICLE a. Lessee shall pay for all official fees and taxes related to the Lease or the Lease Vehicles, including title, license and registration fees, and sales, use excise and personal property taxes. Lessee shall also promptly pay any fines incurred on the Lease Vehicles such as traffic or parking tickets. Lessor may forward bills for payment of personal property tax or excise tax directly to Lessee for payment. Other such bills Lessor may pay on behalf of Lessee and add them to the Lessee's monthly invoice. b. Lessor or its designee will register and title the Lease Vehicle initially, and Lessee shall be responsible for subsequent registration of the Lease Vehicle. All Lease Vehicles will be titled or registered in the State set forth in the Supplement as the Original Lease State. The Certificate of Title and Registration for each Lease Vehicle shall be completed as instructed by Lessor. Lessor will be the legal owner of each Lease Vehicle, and shall retain possession of all certificates of title. c. Lessee shall obtain written consent from the Lessor to remove a Lease Vehicle from the Original Lease State, which consent may be withheld in Lessor's sole discretion. Under no circumstances will Lessor allow Lease Vehicles with an Original Lease State of New York, California or Massachusetts to be removed from the Original Lease State. Under no circumstances shall a Lease Vehicle be removed from the continental United States. If a Lease Vehicle is permanently removed from and operated outside the Original Lease State, the Lessee agrees to obtain and forward promptly to Lessor a new Certificate of Title, for each such Lease Vehicle, and to pay any tax occurring as a result of such transfer. d. In the event Lessee fails to retitle, register, license or pay required taxes or fines on the Lease Vehicle, Lessor may do so, and Lessee shall be responsible for all costs, including any penalties or interest charged by any governmental agency for Lessee's failure to timely perform these obligations. e. It is expressly understood and agreed that this Agreement is a lease only and Lessee does not acquire title to any of the Lease Vehicles. Lessee shall not cause or allow any liens or mortgages of any kind whatsoever to be placed on the Lease Vehicles. Lessee agrees that it will not take any position on any tax returns or other filings with any taxing authority which is inconsistent with the status of this Agreement as a lease or Lessor's status as the Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 4 owner of the Lease Vehicles for income tax purposes, nor may Lessee claim any federal, state or local tax credit in connection with the Lease Vehicles. 6. USAGE a. Lessee represents and warrants to Lessor that each Lease Vehicle shall only be used by Lessee in its business, in a careful manner, and in accordance with all applicable governmental and insurance requirements and limitations, and in no event for other than a lawful purpose and in compliance with all laws. Lessor agrees that an acceptable business use of a Lease Vehicle shall be for employees of the Lessee and members of their households to use the Lease Vehicle for household or personal use, and for non - employees to use the Lease Vehicle for demonstration and other similar purposes so long as Lessee's property and liability insurance cover all users of the Lease Vehicle. Under no circumstances shall Lessee permit any Lease Vehicle to be used or charged by any individual who has not been trained by Lessee to use and charge the Lease Vehicle, including training in all information in the owner's manual. Lessee agrees that Lease Vehicles will not be used off established road ways. b. Lessee understands and agrees that Lessee may not, under any circumstances, disassemble the Lease Vehicles or any portion thereof. Lessee agrees to maintain in unobliterated condition any identification numbers, labels, tags and other markings used to identify the Lease Vehicles. c. Lessee represents and warrants that it will make reasonable efforts to use the Lease Vehicles on a regular basis for the purposes permitted by Section 6.a above. Lessee acknowledges that Lessor and its affiliates desire to obtain information regarding, among other things, consumer use and acceptance of the Lease Vehicles, the performance of the Lease Vehicles and their batteries and market development. Consequently, Lessee's representation and warranty under this Section 6.c is a material consideration for Lessor's lease of the Lease Vehicles to Lessee. 7. LIABILITY OF LESSEE a. Because the Lease Vehicle is under the Lessee's control, the Lessee assumes all risks and liability arising from Lessee's possession, use and operation of the Lease Vehicles, including liability which may arise from Lessee's employee's or agent's possession, use and operation of a Lease Vehicle, from the moment of delivery to Lessee to the moment of return to Lessor. Lessee agrees to indemnify and hold Lessor harmless from any and all of the following whether the same actual or alleged: (i) all loss, damage, claims, suits, taxes, liens, penalties, fines, liability and expense (including reasonable attorneys' fees) arising in any manner, relating directly or indirectly to the possession, use and operation of the Lease Vehicles, including, but not limited to, injuries or death to persons or damages to or destruction of property; (ii) claims and liens for storage, labor and materials; and (iii) ail loss of and damage to the Lease Vehicles, regardless of whether insured for physical damage insurance. The Lessee's liability for loss of and damage to a Lease Vehicle shall Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 5 be limited to $42,000.00 per Lease Vehicle. Such indemnity shall not waive any rights the Lessee may have against the manufacturer of the vehicle or TMS for claims under the manufacturer's new electric vehicle warranty, or product defect or product liability claims. b. Lessee agrees to indemnify and hold Lessor and TMS harmless from any and all loss, damage, claims, suits, taxes, liens, penalties, fines, liability and expense (including reasonable attorneys' fees) arising out of claims by third parties (including employees, agents or contractors of Lessee) which relate directly or indirectly to Lessee's negligent acts or omissions or breach of this Agreement in connection with the possession, use and operation of the Lease Vehicles, including, but not limited to, injuries or death to persons or damages to or destruction of property. Such indemnity shall not waive any rights the Lessee may have against the manufacturer of the vehicle or TMS for claims under the manufacturer's new electric vehicle warranty, or product defect or product liability claims. c. Should Lessor assign any of its rights or delegate any of its obligations under this Agreement, Lessee agrees that Lessor, its assignees and officers, directors, stockholders, employees, agents and representatives shall be entitled to the indemnity provided in Paragraph 7.a. 8. INSURANCE a. Lessee shall provide, at Lessee's expense, for each Lease Vehicle during the Lease Term thereon, insurance with the following minimum coverage: (i) Liability insurance that covers, $100,000 for bodily injuries to any single person, and $300,000 for bodily injuries for any single accident, and $50,000 for property damage, or a combined single limit of $300,000 for any single accident; and (ii) Physical damage insurance with deductibles of not more than $1,000 for collision and comprehensive. The insurance shall name Lessor as Loss Payee and Additional Insured. Lessee must provide continued proof of such insurance to Lessor annually, as requested. Such insurance shall be primary to any insurance obtained by Lessor. b. In lieu of the liability insurance requirement set forth in 8.a.1, above, Lessee may provide proof, in a form acceptable to Lessor in its sole discretion, that Lessee meets the financial responsibility requirements of the states in which the. Lease Vehicles will be registered. c. In lieu of the insurance requirements set forth in 8.a. and 8.b., above, Lessee may provide proof, in a form acceptable to Lessor in its sole discretion, that Lessee has a net worth of at least $50,000,000. d. Lessee shall promptly notify Lessor of any damage to any Lease Vehicle, and shall provide proof that the necessary repairs have been made by service providers designated by TMS ("Approved Service Provider(s)"). Lessee shall pay for any Lease Vehicle repairs or expenses which are not covered by insurance. Revised 01 / 18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 6 e. If any claim is made or action commenced for personal injury or death or property damage in connection with any Lease Vehicle, Lessee shall promptly notify Lessor. 9. MAINTENANCE AND REPAIRS a. Lessee shall, at its own expense during the Lease Term and until return of the Lease Vehicle, cause each Lease Vehicle to be maintained in good operating order, repair and appearance in accordance with the owners and service manuals and any other instructions provided to Lessee by TMS, and in effecting maintenance and repairs, shall have such work performed only by an Approved Service Provider. Lessee shall be responsible for all washing, parking, towing, garage, highway fees tolls, expenses or charges and for any other expenses or charges of any nature may be incurred in connection with each Lease Vehicle. Lessee shall provide proof of such maintenance, service and repair to TMS or Lessor upon request. Lessee shall not make any modifications or improvements to the Lease Vehicles without prior written approval of TMS or Lessor. b. The manufacturer's new electric vehicle warranty shall apply to each Lease Vehicle. Lessee shall immediately have performed warranty repairs or repairs and replacements covered by insurance on the Lease Vehicles. All vehicle warranty repair and maintenance shall be performed in accordance with the manufacturer's suggested warranty repair and maintenance program and by an Approved Service Provider. c. Lessee shall provide at its own expense, a power source, which meets specification set forth by TMS and the manufacturer, for recharging and other services required for the proper operation and/or protection of each Lease Vehicle. All replacement parts and accessories installed on the Lease Vehicles must be genuine Toyota parts. Title to all replacement parts and accessories shall vest in Lessor. d. Lessee gives Lessor or TMS the right to inspect any Lease Vehicle, upon prior reasonable notice to Lessee. If Lessor or TMS, during any inspection of a Lease Vehicle, determines that Lessee has failed to perform its obligations as set forth in this Section 9, Lessor shall give Lessee written notice thereof. Unless Lessee performs its obligations within thirty (30) days from the date of Lessor's notice, Lessor shall have the right, but not the obligation, to terminate the lease of the Lease Vehicle to Lessee, and/or to perform the maintenance, service and repair required to be performed by Lessee under this Agreement. If Lessor performs such maintenance, service or repair, Lessee shall pay Lessor an amount equal to Lessor's out-of-pocket costs, such payment to be made within thirty (30) days after Lessee receives Lessor's invoice with respect thereto. e. Lessee gives Lessor or TMS the right to install, at any time, any equipment or make any repairs or changes to the Lease Vehicle which Lessor or TMS deem are necessary. 10. LEASE VEHICLE TERMINATION FROM LESSEE'S SERVICE a. Notwithstanding anything to the contrary set forth in this Agreement, the lease of a Lease Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 7 Vehicle shall expire or terminate as follows: (i) Upon expiration of the Lease Term; (ii) If the Lease Vehicle is incapable of repair, in the opinion of the Lessee, and for which supporting documentation, reasonably satisfactory to Lessor, is forwarded to Lessor. Lessor retains the right to inspect the Lease Vehicle; (iii) If the Lease Vehicle is stolen, converted, seized, or damaged beyond repair or has disappeared and has remained unrecovered for a period of at least thirty (30) days after the date Lessee became aware of such occurrence. b. Lessee shall notify Lessor in writing of the occurrence of an event specified in Subparagraph (ii) or (iii) above. c. Termination of the lease of a Lease Vehicle under Subparagraphs (ii) or (iii) above shall be effective as the date of Lessor's receipt of Lessee's written notice. d. If a Lease Vehicle has been stolen, converted or has disappeared, Lessee agrees to notify all law enforcement authorities immediately upon becoming aware of such occurrence. e. Except as provided in Section 10.a, Lessee shall have no right to terminate a lease of a Lease Vehicle prior to the expiration of the Lease Term. f. Should Lessee terminate a Lease Vehicle from the RAW Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term, except for reasons as set forth in Section 10.a, Lessee shall return the Lease Vehicle to the Lessor and pay as damages the following "Early Termination Charge", in addition to all unpaid charges and other amounts provided for in this Agreement: Month of Termination from In -Service Date Months 1 - 6 Months 7 - 12 Months 13 - 18 Months 19 - 24 Months 25 - 30 Over Month 30 Early Termination Charge $3,000 $2,500 $2,000 $1,500 $1,000 $ 500 If the One Pay payment program is used, after deduction of the amounts set forth above, the Lessee shall receive a refund of the unamortized portion of the One Pay Payment, as calculated according to the Rule of 78s method. g. Should Lessee terminate the Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term for the reason set forth in Section Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 8 10.a.ii., there shall be no charge to the Lessee except unpaid charges and other amounts provided for in this Agreement. Any One Pay lease payment will be refunded on a pro-rata basis. h. Should Lessee terminate the Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term for the reason set forth in Section 10.a.iii., Lessee shall pay the difference between a) $42,000.00 less the depreciation portion of any payments made through the date of the total loss, as calculated according to the Rule of 78s method and b) any insurance proceeds received on the Lease Vehicle. For Lease Vehicles under the One Pay program, the One Pay Payment will be divided by the Lease Term to determine the monthly payment for purposes of this calculation. 11. RETURN OF LEASE VEHICLES a. Upon the expiration or termination of this Agreement in its entirety or with respect to any or all Lease Vehicles, said Lease Vehicles shall be returned to Lessor or Lessor's designated party from Lessee's location, at Lessee's expense. Lessee shall give Lessor thirty (30) days' written notice of the number and vehicle identification number of the Lease Vehicles coming to the end of their Lease Terms. b. Each Lease Vehicle must be returned in a condition free from excessive wear and damage. If a Lease Vehicle has excessive wear and damage, Lessee agrees to pay the estimated costs of repair. Excessive wear and damage includes, but is not limited to: (i) Inoperative or missing mechanical and electrical parts; (ii) unrepaired collision damage; and (iii) broken glass. c. All repairs must be made by Approved Service Providers, and must be made in a good and workmanlike manner, acceptable to Lessor. Any necessary repairs made by Lessor may be charged to Lessee. d. Each Lease Vehicle returned to Lessor shall have one battery pack with 24 advanced nickel -metal hydride (NiMH) batteries and five undamaged tires of identical make and type supplied as original equipment. e. Upon its return, Lessee warrants that each Lease Vehicle has no damage to its basic framework (consisting of the forward frame member, cowl assembly, floor pan, supporting posts and rearmost frame members) which has not been repaired, that the battery pack is not cracked or damaged, and that the Lease Vehicle has sustained no water damage. f. Actual mileage of the Lease Vehicle during the In -Service period shall be certified pursuant to a federally required odometer statement, to be signed by the Lessee upon the expiration of the Lease. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 9 g. If a Lease Vehicle is returned by Lessee with expired registration and/or license plates, whether or not during a licensing grace period, Lessee shall pay Lessor any penalties imposed by law in connection with any subsequent licensing or registration of such Lease Vehicle. 12. DEFAULT Lessee shall be in default of this Agreement if Lessee: (i) fails to pay any amount when due under the terms of this Agreement; (ii) fails to keep any other promise under this Agreement, or (iii) becomes insolvent, or is unable to pay its debts when due. 13. REMEDIES In the event of Lessee's default, Lessor shall have the right to retain all prior monthly lease payments and to recover from Lessee any and all amounts including all remaining lease payments, or keep the one -pay payment without refund, as compensation for the use of the Lease Vehicles, plus reasonable attorneys' fees, and such expenses as shall be expended or incurred by Lessor in the recovery of a Lease Vehicle or in the enforcement of any Lessor's rights under this Agreement. In addition, Lessor may, at its option, exercise any one or more of the following remedies: a. Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable terms of this Agreement, or to recover damages for the breach of such covenants and terms. b. By notice in writing to the Lessee, terminate this Agreement as to all or any of the Lease Vehicles whereupon all right and interests of the Lessee to or in the use of such Lease Vehicles shall cease. In such event, Lessee shall deliver such Lease Vehicles to the place designated by Lessor, without relieving Lessee of any of its obligations under this Agreement. c. Lessor may directly or by its agents, enter upon the premises of Lessee without demand or notice, or other premises where any of the Lease Vehicles may be or are reasonably believed to be, and take possession of such Lease Vehicles. d. Sell any of the Lease Vehicles at public or private sale, as Lessor may determine, free and clear of any rights of Lessee and without any duty to account to Lessee with respect to such sale or for the proceeds thereof. e. Hold, keep idle or lease to others any of the Lease Vehicles, as Lessor in its sole discretion may determine, free and clear of any rights of Lessee and without any duty to account to Lessee with respect to such action or for any proceeds with respect thereto. Revised 01/18/99 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 10 The remedies provided by this Agreement in favor of Lessor shall not be deemed exclusive, but shall be cumulative and will be in addition to all other remedies in Lessor's favor existing at law or in equity. Lessee hereby waives any and all rights of setoff. The exercise of any right or remedy available to Lessor will not operate as a waiver of any other right or remedy. The failure of Lessor to exercise or a delay by Lessor in exercising any right or remedy shall not operate as a waiver of such right or any other right. 14. ASSIGNMENT a. Lessee shall not assign, mortgage or encumber its interest in or rights under this Agreement or in any Lease Vehicle, nor sublet or suffer or permit any Lease Vehicle to be used by others. b. Lessor shall have the right to assign any or all its rights and obligations at any time without the consent of Lessee. Lessor shall notify Lessee of any such assignment which affects Lessee's payment obligations. 15. NOTICES Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when mailed by certified mail, return receipt requested, or nationally recognized courier service to Lessor or Lessee at their respective addresses set forth below, or at such other address furnished by either party to the other in accordance with the notice provisions of this Section 15. If to Lessor: Toyota Motor Credit Corporation Attn: Commercial Finance Division PO Box 3457 Torrance, California 90510-3457 If to Lessee: 16. GOVERNING LAW This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of California. This Agreement contains the entire agreement of the parties. 17. FURTHER ASSURANCES From time to time each party shall execute and deliver such further instruments and will take such other actions as the other party reasonably may request in order to discharge and perform Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 11 their respective obligations and agreements hereunder. 18. DELAYS Neither parry shall incur any liability to the other for any obligations if prevented by wars, fires, strikes, or other labor disputes, accidents, acts of God, governmental regulations or interference, shortages of labor or materials, delays in transportation, non -availability of same from the manufacturer, or other causes beyond that party's control. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES. 19. SEVERABILITY AND WAIVER Any provision of this Agreement prohibited by applicable law will be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof. The failure of either party to require strict performance of any provision will not diminish that party's right thereafter to require strict performance of any provision. 20. SUCCESSORS AND ASSIGNS This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns. 21. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, representations, and warranties of each of the parties to this Agreement shall survive the termination of this Agreement. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 12 22. AMENDMENTS OR MODIFICATIONS Any amendments or modifications to this Agreement must be in writing and signed by both parties. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be duly executed by their authorized officers as of the day and year first written above. Lessor: Toyota Motor Credit Corporation By: Title: Lessee: City of Vernon Title: (_Mayor Attest,..By: BRUCE V. MALKENHORST City Clerk Approved As To Form: t D VID B. BREARLEY City Attorney Revised 01/18/99 - 8:30 AM CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem Wm. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 Finance Committee City of Vernon Honorable Members: DAVID B. BREARLEY City Attorney FAX: (626) 330-5818 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 March 11, 1999 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583-1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 Approval was previously granted by this Committee July 20, 1998, August 10, 1998, and September 15, 1998, respectively, to purchase and lease vehicles for the Utilities and Health Departments. The purchase price of the vehicles were approximated at $30,500.00 (truck) and $25,000.00 (car) each. After further consideration, it has been determined that leasing all of the vehicles would be more advantageous. The Purchasing Department is requesting approval for electric vehicle lease agreements with Toyota Motor Credit Corporation and Ford Motor Credit Company. The vehicles to be leased are as follows: Department Electric Vehicles 36 Month Lease Utilities (2) Ford Ranger EV Pick -Ups $32,688.00 (1) Toyota RAV 4EV $16,452.00 Health (1) Ford Ranger EV Pick -Up $16,344.00 (1) Toyota RAV 4EV $16,452.00 It is hereby recommended that each of the five electric vehicle lease agreements with their respective financial institutions, be approved at their above stated amounts. Very truly yours, ?� 7 Bruce V. Malkenhorst Director of Finance BVM/gst MEMORANDUM TO: Bruce V. Malkenhorst, City Administrator FROM: Dolores Fonseca, Accountant DATE: January 8, 1999 On August 6, 1998 and September 15, 1998 the Finance Committee approved purchase of two electric pick up trucks at an approximate cost of $30,500.00 per each unit, for the Utilities Department. The purchasing section is requesting authorization to lease the vehicles (only option available) at a total cost of $16,344.00 per each unit for a 3 year lease'with monthly installmentst. F VERNON, CALIFORNIA PURCHASE REQUISITION 42564 I DEPARTMENT: Utilities SUGGESTED VENDOR: r`jf VENDOR ADDRESS: FAX #: REQUIRED DELIVERY OR SERVICE DATE: ACCOUNT NO.: JESTOR NAME: Kenneth J. DeDario DATE: August 5, 1998 PHONE NO.: ( ) CONTACT PERSON: Jorge C. Somoano DELIVERY OR SERVICE LOCATION: ITEMS BUDGETED YES X * NO 2- Light Truck. Electric Vehicle q q� RQ c �Y - t! -"_S - N i`d(el %Vlet�' 4,7I %ide I. One of the meter readers trucks ` 055-551-7000-8400 2. New one to support gas operations 056-501-5600-8400 1 Electric Vehicle — Three -Year Lease (Estimate -- ' $5, 500/Year) TDyaIg 2 %qgq FAX qZ-V .- Electric Vehicle Will Replace: ` 1. Car 224. 055-551-9100-5700 >St.perA 00. +0 Moto,. Creii-f- 60r SCHEDULED DELIVERY DATE: 00 F _ $16,500.00 41457 'I(c45',4a J PIIR(-HAg1N1r- -r--AF1-1- -- * IF ITEMS ARE NOT BUDGETED, EXPLAIN NATURE OF REQUEST BELOW, OR SUBMIT MEMORANDUM. I hereby certify that the above items are necessary for the operation of this Head or PURCHASE ORDER NUMBER ISSUED BY DATE RECEIVED BY DATE PURCHASING DEPARTMENT RAV 4 ELECTRIC VEHICLE FLEET LEASE PROGRAM 4A, MASTER LEASE AGREEMENT ,9 Date of Agreement: April 1 Lessor Name and Address, Lessee Name and Address (including Count Toyota Motor Credit Corporation City of Vernon Commercial Finance Division 4305 Santa Fe Ave. POB 3457 Vernon,CA 90058 Torrance, CA 90510 - 3457 1. LEASE OF VEHICLES TO LESSEE a. Subject to the terms and conditions of this RAV4 Electric Vehicle Fleet Lease Program Master Lease Agreement (the "Agreement"), Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor from time to time, new, untitled Toyota RAV4 Electric Vehicles which include a battery pack with 24 advanced nickel -metal hydride (NiMH) used to power the Lease Vehicles, (collectively, the "Lease Vehicle") for use in Lessee's business Lease Vehicles shall be described in RAV4 Electric Vehicle Fleet Lease Agreement Supplements ("Supplements") executed by Lessor and Lessee from time to time Each such Supplement shall be incorporated herein upon its execution by Lessor and Lessee. b. This is an agreement of lease only and is not a contract for the sale of vehicles. Lessor is the owner of all Lease Vehicles and Lessee recognizes that it does not acquire any legal or equitable interest in Lease Vehicles. Lessee's right to possess, use and operate any and all Lease Vehicles shall be forfeited upon the termination or expiration of this Agreement as hereinafter provided. 2. TERM AND NO OPTION TO PURCHASE a. With respect to each Lease Vehicle, the term of the lease (the "Lease Term") shall commence on the date the Lease Vehicle is delivered to the Lessee ("In -Service Date") and shall continue through the date set forth in the applicable Supplement as the Maturity Date. Except as may otherwise be provided in this Agreement, no Lease Vehicle shall be eligible for return to Lessor until the expiration of the. Lease Term. b. With respect to each Lease Vehicle, this Agreement contains no provision for holdover beyond the Lease Term without the Lessor's prior written consent. Lease Vehicles not returned by Lessee as provided in this Agreement shall be subject to all requirements of this Agreement, including, but not limited to, monthly rental payments, insurance and maintenance. Lessor may proceed to recover Lease Vehicles retained by Lessee beyond the Lease Term without Lessee's prior written consent. c. There shall be no right of the Lessee to purchase the Lease Vehicles during, or at the end of the Lease Term. All Lease Vehicles must be returned to Lessor as set forth in this RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 2 Agreement. 3. PLACEMENT OF LEASE VEHICLES IN SERVICE a. Lessee may from time to time order Lease Vehicles from Toyota Motor Sales, U.S.A., Inc. ("TMS"). Lessor shall complete a Supplement for the Lease Vehicles, which Lessee and Lessor shall execute prior to delivery of the Lease Vehicles to Lessee. Lease Vehicles described in such Supplement shall, upon execution of the Supplement by Lessee and Lessor, and delivery of the Lease Vehicle to Lessee, be subject to all the terms and conditions of this Agreement. Carrier receipt will be sufficient proof of delivery of the Lease Vehicles to Lessee. b. Vehicles shall include all equipment required by federal, state or municipal statutes, laws, ordinances, rules or regulations, present or future. Lessor shall pay for and install any equipment necessary to bring Lease Vehicles in compliance with these requirements. Lessee agrees to cooperate with Lessor in accomplishing compliance. 4. RENT AND PAYMENTS DUE AT LEASE SIGNING a. Lessee shall have the option, for each Lease Vehicle, to choose between a monthly rental payment, or an upfront ("one -pay") rental payment. Once Lessee chooses a payment option on a given Lease Vehicle, it may not change the payment option on that Lease Vehicle. The monthly or one pay rental payments for each Lease Vehicle placed in service will be set forth in the Supplement. b. Upon execution of the Supplement, Lessee agrees to pay: (i) any title or registration fees necessary to initially title and register the Lease Vehicle; plus (ii) any upfront sales, lessor, excise or other taxes due on the Lease or Lease Vehicle; plus (iii) one monthly payment if it is a monthly rental payment lease or the one -pay payment if Lessee chooses a one -pay rental payment lease, plus (iv) a security deposit as set forth in the Supplement. With Lessor's written consent, Lessee may pay the upfront taxes referred to in #2 above on the condition that the Lessee provide Lessor with proof of payment of such taxes within 30 days of the In -Service Date. c. Monthly payments shall be made in advance, starting with the first monthly payment due at execution of the Supplement. Payments shall be due in advance, on the anniversary of the In -Service Date each month. d. For Lease Vehicles with a monthly rental payment, Lessor's invoice shall list the Lease Vehicles in service by Lessee, the monthly rental payment due, any past due rental payments, any delinquency charges on unpaid, past due rental payments, any other amounts due such as for Personal Property or excise taxes paid for by Lessor on the Leased Vehicles, and the total amount then due with respect to each Lease Vehicle. For Lease Vehicles with a one -pay rental payment, Lessor's invoice shall list any amounts due Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 3 such as for Personal Property or excise taxes paid by the Lessor on the Leased Vehicles. e. Lessee's obligation to pay shall not be conditioned upon Lessee's receipt of Lessor's invoice. If Lessor receives the payment more than 10 days after it is due, Lessee agrees to pay a late charge equal to 10% of the unpaid portion of the monthly rental payment. Late charges shall be charged only one time per late payment. Payments received shall be applied to the most past due payment first. 5. REGISTRATION; OFFICIAL FEES AND TAXES; MOVEMENT OF VEHICLE a. Lessee shall pay for all official fees and taxes related to the Lease or the Lease Vehicles, including title, license and registration fees, and sales, use excise and personal property taxes. Lessee shall also promptly pay any fines incurred on the Lease Vehicles such as traffic or parking tickets. Lessor may forward bills for payment of personal property tax or excise tax directly to Lessee for payment. Other such bills Lessor may pay on behalf of Lessee and add them to the Lessee's monthly invoice. b. Lessor or its designee will register and title the Lease Vehicle initially, and Lessee shall be responsible for subsequent registration of the Lease Vehicle. All Lease Vehicles will be titled or registered in the State set forth in the Supplement as the Original Lease State. The Certificate of Title and Registration for each Lease Vehicle shall be completed as instructed by Lessor. Lessor will be the legal owner of each Lease Vehicle, and shall retain possession of all certificates of title. Lessee shall obtain written consent from the Lessor to remove a Lease Vehicle from the Original Lease State, which consent may be withheld in Lessor's sole discretion. Under no circumstances will Lessor allow Lease Vehicles with an Original Lease State of New York, California or Massachusetts to be removed from the Original Lease State. Under no circumstances shall a Lease Vehicle be removed from the continental United States. If a Lease Vehicle is permanently removed from and operated outside the Original Lease State, the Lessee agrees to obtain and forward promptly to Lessor a new Certificate of Title, for each such Lease Vehicle, and to pay any tax occurring as a result of such transfer. d. In the event Lessee fails to retitle, register, license or pay required taxes or fines on the Lease Vehicle, Lessor may do so, and Lessee shall be responsible for all costs, including any penalties or interest charged by any governmental agency for Lessee's failure to timely perform these obligations. e. It is expressly understood and agreed that this Agreement is a lease only and Lessee does not acquire title to any of the Lease Vehicles. Lessee shall not cause or allow any liens or mortgages of any kind whatsoever to be placed on the Lease Vehicles. Lessee agrees that it will not take any position on any tax returns or other filings with any taxing authority which is inconsistent with the status of this Agreement as a lease or Lessor's status as the Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 4 owner of the Lease Vehicles for income tax purposes, nor may Lessee claim any federal, state or local tax credit in connection with the Lease Vehicles, 6. USAGE a. Lessee represents and warrants to Lessor that each Lease Vehicle shall only be used by Lessee in its business, in a careful manner, and in accordance with all applicable governmental and insurance requirements and limitations, and in no event for other than a lawful purpose and in compliance with all laws. Lessor agrees that an acceptable business use of a Lease Vehicle shall be for employees of the Lessee and members of their households to use the Lease Vehicle for household or personal use, and for non - employees to use the Lease Vehicle for demonstration and other similar purposes so long as Lessee's property and liability insurance cover all users of the Lease Vehicle. Under no circumstances shall Lessee permit any Lease Vehicle to be used or charged by any individual who has not been trained by Lessee to use and charge the Lease Vehicle, including training in all information in the owner's manual. Lessee agrees that Lease Vehicles will not be used off established road ways. b. Lessee understands and agrees that Lessee may not, under any circumstances, disassemble the Lease Vehicles or any portion thereof. Lessee agrees to maintain in unobliterated condition any identification numbers, labels, tags and other markings used to identify the Lease Vehicles. c. Lessee represents and warrants that it will make reasonable efforts to use the Lease Vehicles on a regular basis for the purposes permitted by Section 6.a above. Lessee acknowledges that Lessor and its affiliates desire to obtain information regarding, among other things, consumer use and acceptance of the Lease Vehicles, the performance of the Lease Vehicles and their batteries and market development. Consequently, Lessee's representation and warranty under this Section 6.c is a material consideration for Lessor's lease of the Lease Vehicles to Lessee. 7. LIABILITY OF LESSEE a. Because the Lease Vehicle is under the Lessee's control, the Lessee assumes all risks and liability arising from Lessee's possession, use and operation of the Lease Vehicles, including liability which may arise from Lessee's employee's or agent's possession, use and operation of a Lease Vehicle, from the moment of delivery to Lessee to the moment of return to Lessor. Lessee agrees to indemnify and hold Lessor harmless from any and all of the following whether the same actual or alleged: (i) all loss, damage, claims, suits, taxes, liens, penalties, fines, liability and expense (including reasonable attorneys' fees) arising in any manner, relating directly or indirectly to the possession, use and operation of the Lease Vehicles, including, but not limited to, injuries or death to persons or damages to or destruction of property; (ii) claims and liens for storage, labor and materials; and (iii) all loss of and damage to the Lease Vehicles, regardless of whether insured for physical damage insurance. The Lessee's liability for loss of and damage to a Lease Vehicle shall Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 5 be limited to $42,000.00 per Lease Vehicle. Such indemnity shall not waive any rights the Lessee may have against the manufacturer of the vehicle or TMS for claims under the manufacturer's new electric vehicle warranty, or product defect or product liability claims. b. Lessee agrees to indemnify and hold Lessor and TMS harmless from any and all loss, damage, claims, suits, taxes, liens, penalties, fines, liability and expense (including reasonable attorneys' fees) arising out of claims by third parties (including employees, agents or contractors of Lessee) which relate directly or indirectly to Lessee's negligent acts or omissions or breach of this Agreement in connection with the possession, use and operation of the Lease Vehicles, including, but not limited to, injuries or death to persons or damages to or destruction of property. Such indemnity shall not waive any rights the Lessee may have against the manufacturer of the vehicle or TMS for claims under the manufacturer's new electric vehicle warranty, or product defect or product liability claims. C. Should Lessor assign any of its rights or delegate any of its obligations under this Agreement, Lessee agrees that Lessor, its assignees and officers, directors, stockholders, employees, agents and representatives shall be entitled to the indemnity provided in Paragraph 7.a. 8. INSURANCE a. Lessee shall provide, at Lessee's expense, for each Lease Vehicle during the Lease Term thereon, insurance with the following minimum coverage: (i) Liability insurance that covers, $100,000 for bodily injuries to any single person, and $300,000 for bodily injuries for any single accident, and $50,000 for property damage, or a combined single limit of $300,000 for any single accident; and (ii) Physical damage insurance with deductibles of not more than $1,000 for collision and comprehensive. The insurance shall name Lessor as Loss Payee and Additional Insured. Lessee must provide continued proof of such insurance to Lessor annually, as requested. Such insurance shall be primary to any insurance obtained by Lessor. b. In lieu of the liability insurance requirement set forth in 8.a.1, above, Lessee may provide proof, in a form acceptable to Lessor in its sole discretion, that Lessee meets the financial responsibility requirements of the states in which the,. Lease Vehicles will be registered. c. In lieu of the insurance requirements set forth in 8.a. and 8.b., above, Lessee may provide proof, in a form acceptable to Lessor in its sole discretion, that Lessee has a net worth of at least $50,000,000. d. Lessee shall promptly notify Lessor of any damage to any Lease Vehicle, and shall provide proof that the necessary repairs have been made by service providers designated by TMS ("Approved Service Provider(s)"). Lessee shall pay for any Lease Vehicle repairs or expenses which are not covered by insurance. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 6 e. If any claim is made or action commenced for personal injury or death or property damage in connection with any Lease Vehicle, Lessee shall promptly notify Lessor. 9. MAINTENANCE AND REPAIRS a. Lessee shall, at its own expense during the Lease Term and until return of the Lease Vehicle, cause each Lease Vehicle to be maintained in good operating order, repair and appearance in accordance with the owners and service manuals and any other instructions provided to Lessee by TMS, and in effecting maintenance and repairs, shall have such work performed only by an Approved Service Provider. Lessee shall be responsible for all washing, parking, towing, garage, highway fees tolls, expenses or charges and for any other expenses or charges of any nature may be incurred in connection with each Lease Vehicle. Lessee shall provide proof of such maintenance, service and repair to TMS or Lessor upon request. Lessee shall not make any modifications or improvements to the Lease Vehicles without prior written approval of TMS or Lessor. b. The manufacturer's new electric vehicle warranty shall apply to each Lease Vehicle. Lessee shall immediately have performed warranty repairs or repairs and replacements covered by insurance on the Lease Vehicles. All vehicle warranty repair and maintenance shall be performed in accordance with the manufacturer's suggested warranty repair and maintenance program and by an Approved Service Provider. c. Lessee shall provide at its own expense, a power source, which meets specification set forth by TMS and the manufacturer, for recharging and other services required for the proper operation and/or protection of each Lease Vehicle. All replacement parts and accessories installed on the Lease Vehicles must be genuine Toyota parts. Title to all replacement parts and accessories shall vest in Lessor. d. Lessee gives Lessor or TMS the right to inspect any Lease Vehicle, upon prior reasonable notice to Lessee. If Lessor or TMS, during any inspection of a Lease Vehicle, determines that Lessee has failed to perform its obligations as set forth in this Section 9, Lessor shall give Lessee written notice thereof. Unless Lessee performs its obligations within thirty (30) days from the date of Lessor's notice, Lessor shall have the right, but not the obligation, to terminate the lease of the Lease Vehicle to Lessee, and/or to perform the maintenance, service and repair required to be performed by Lessee under this Agreement. If Lessor performs such maintenance, service or repair, Lessee shall pay Lessor an amount equal to Lessor's out-of-pocket costs, such payment to be made within thirty (30) days after Lessee receives Lessor's invoice with respect thereto. e. Lessee gives Lessor or TMS the right to install, at any time, any equipment or make any repairs or changes to the Lease Vehicle which Lessor or TMS deem are necessary. 10. LEASE VEHICLE TERMINATION FROM LESSEE'S SERVICE a. Notwithstanding anything to the contrary set forth in this Agreement, the lease of a Lease Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 7 Vehicle shall expire or terminate as follows: (i) Upon expiration of the Lease Term; (ii) If the Lease Vehicle is incapable of repair, in the opinion of the Lessee, and for which supporting documentation, reasonably satisfactory to Lessor, is forwarded to Lessor. Lessor retains the right to inspect the Lease Vehicle; (iii) If the Lease Vehicle is stolen, converted, seized, or damaged beyond repair or has disappeared and has remained unrecovered for a period of at least thirty (30) days after the date Lessee became aware of such occurrence. b. Lessee shall notify Lessor in writing of the occurrence of an event specified in Subparagraph (ii) or (iii) above. c. Termination of the lease of a Lease Vehicle under Subparagraphs (ii) or (iii) above shall be effective as the date of Lessor's receipt of Lessee's written notice. d. If a Lease Vehicle has been stolen, converted or has disappeared, Lessee agrees to notify all law enforcement authorities immediately upon becoming aware of such occurrence. e. Except as provided in Section 10.a, Lessee shall have no right to terminate a lease of a Lease Vehicle prior to the expiration of the Lease Term. Should Lessee terminate a Lease Vehicle from the RAW Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term, except for reasons as set forth in Section 10.a, Lessee shall return the Lease Vehicle to the Lessor and pay as damages the following "Early Termination Charge", in addition to all unpaid charges and other amounts provided for in this Agreement: Month of Termination from In -Service Date Months 1 - 6 Months 7 - 12 Months 13 - 18 Months 19 - 24 Months 25 - 30 Over Month 30 Early Termination Charge $3,000 $2,500 $2,000 $1,500 $1, 000 $ 500 If the One Pay payment program is used, after deduction of the amounts set forth above, the Lessee shall receive a refund of the unamortized portion of the One Pay Payment, as calculated according to the Rule of 78s method. g. Should Lessee terminate the Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term for the reason set forth in Section Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 8 10.a.ii., there shall be no charge to the Lessee except unpaid charges and other amounts provided for in this Agreement. Any One Pay lease payment will be refunded on a pro-rata basis. Should Lessee terminate the Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term for the reason set forth in Section 10:a.iii., Lessee shall pay the difference between a) $42,000.00 less the depreciation portion of any payments made through the date of the total loss, as calculated according to the Rule of 78s method and b) any insurance proceeds received on the Lease Vehicle. For Lease Vehicles under the One Pay program, the One Pay Payment will be divided by the Lease Term to determine the monthly payment for purposes of this calculation. 11. RETURN OF LEASE VEHICLES a. Upon the expiration or termination of this Agreement in its entirety or with respect to any or all Lease Vehicles, said Lease Vehicles shall be returned to Lessor or Lessor's designated party from Lessee's location, at Lessee's expense. Lessee shall give Lessor thirty (30) days' written notice of the number and vehicle identification number of the Lease Vehicles coming to the end of their Lease Terms. b. Each Lease Vehicle must be returned in a condition free from excessive wear and damage. If a Lease Vehicle has excessive wear and damage, Lessee agrees to pay the estimated costs of repair. Excessive wear and damage includes, but is not limited to: (i) Inoperative or missing mechanical and electrical parts; (ii) unrepaired collision damage; . and (iii) broken glass. All repairs must be made by Approved Service Providers, and must be made in a good and workmanlike manner, acceptable to Lessor. Any necessary repairs made by Lessor may be charged to Lessee. d. Each Lease Vehicle returned to Lessor shall have one battery pack with 24 advanced nickel -metal hydride (NiMH) batteries and five undamaged tires of identical make and type supplied as original equipment. Upon its return, Lessee warrants that each Lease Vehicle has no damage to its basic framework (consisting of the forward frame member, cowl assembly, floor pan, supporting posts and rearmost frame members) which has not been repaired, that the battery pack is not cracked or damaged, and that the Lease Vehicle has sustained no water damage. Actual mileage of the Lease Vehicle during the In -Service period shall be certified pursuant to a federally required odometer statement, to be signed by the Lessee upon the expiration of the Lease. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 9 g. If a Lease Vehicle is returned by Lessee with expired registration and/or license plates, whether or not during a licensing grace period, Lessee shall pay Lessor any penalties imposed by law in connection with any subsequent licensing or registration of such Lease Vehicle. 12. DEFAULT Lessee shall be in default of this Agreement if Lessee: (i) fails to pay any amount when due under the terms of this Agreement; (ii) fails to keep any other promise under this Agreement, or (iii) becomes insolvent, or is unable to pay its debts when due. 13. REMEDIES In the event of Lessee's default, Lessor shall have the right to retain all prior monthly lease payments and to recover from Lessee any and all amounts including all remaining lease payments, or keep the one -pay payment without refund, as compensation for the use of the Lease Vehicles, plus reasonable attorneys' fees, and such expenses as shall be expended or incurred by Lessor in the recovery of a Lease Vehicle or in the enforcement of any Lessor's rights under this Agreement. In addition, Lessor may, at its option, exercise any one or more of the following remedies: a. Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable terms of this Agreement, or to recover damages for the breach of such covenants and terms. b. By notice in writing to the Lessee, terminate this Agreement as to all or any of the Lease Vehicles whereupon all right and interests of the Lessee to or in the use of such Lease Vehicles shall cease. In such event, Lessee shall deliver such Lease Vehicles to the place designated by Lessor, without relieving Lessee of any of its obligations under this Agreement. c. Lessor may directly or by its agents, enter upon the premises of Lessee without demand or notice, or other premises where any of the Lease Vehicles may be or are reasonably believed to be, and take possession of such Lease Vehicles. d. Sell any of the Lease Vehicles at public or private sale, as Lessor may determine, free and clear of any rights of Lessee and without any duty to account to Lessee with respect to such sale or for the proceeds thereof. e. Hold, keep idle or lease to others any of the'Lease Vehicles, as Lessor in its sole discretion may determine, free and clear of any rights of Lessee and without any duty to account to Lessee with respect to such action or for any proceeds with respect thereto. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 10 The remedies provided by this Agreement in favor of Lessor shall not be deemed exclusive, but shall be cumulative and will be in addition to all other remedies in Lessor's favor existing at law or in equity. Lessee hereby waives any and all rights of setoff. The exercise of any right or remedy available to Lessor will not operate as a waiver of any other right or remedy. The failure of Lessor to exercise or a delay by Lessor in exercising any right or remedy shall not operate as a waiver of such right or any other right. 14. ASSIGNMENT a. Lessee shall not assign, mortgage or encumber its interest in or rights under this Agreement or in any Lease Vehicle, nor sublet or suffer or permit any Lease Vehicle to be used by others. b. Lessor shall have the right to assign any or all its rights and obligations at any time without the consent of Lessee. Lessor shall notify Lessee of any such assignment which affects Lessee's payment obligations. 15. NOTICES Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when mailed by certified mail, return receipt requested, or nationally recognized courier service to Lessor or Lessee at their respective addresses set forth below, or at such other address furnished by either party to the other in accordance with the notice provisions of this Section 15. If to Lessor: Toyota Motor Credit Corporation Attn: Commercial Finance Division PO Box 3457 Torrance, California 90510-3457 If to Lessee: 16. GOVERNING LAW This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of California. This Agreement contains the entire agreement of the parties. 17. FURTHER ASSURANCES From time to time each party shall execute and deliver such further instruments and will take such other actions as the other party reasonably may request in order to discharge and perform Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 11 their respective obligations and agreements hereunder. 18. DELAYS Neither party shall incur any liability to the other for any obligations if prevented by wars, fires, strikes, or other labor disputes, accidents, acts of God, governmental regulations or interference, shortages of labor or materials, delays in transportation, non -availability of same from the manufacturer, or other causes beyond that party's control. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES. 19. SEVERABILITY AND WAIVER Any provision of this Agreement prohibited by applicable law will be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof. The failure of either party to require strict performance of any provision will not diminish that party's right thereafter to require strict performance of any provision. 20. SUCCESSORS AND ASSIGNS This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns. 21. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, representations, and warranties of each of the parties to this Agreement shall survive the termination of this Agreement. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 12 22. AMENDMENTS OR MODIFICATIONS Any amendments or modifications to this Agreement must be in writing and signed by both parties. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be duly executed by their authorized officers as of the day and year first written above. Lessor: Toyota Motor Credit Corporation By: Title:-4kPN Lessee: City of Vernon B Title: mayor Attest .By: BRUCE V. MALKENHORST City Clerk Approved As To Form: r DAVID B. BREARLEY City Attorney Revised 01/18/99 - 8:30 AM OFFICE OF THE CITY ADMINISTRATOR/ CITY CLERK INTER -OFFICE MEMORANDUM DATE: March 29, 1999 TO: Dolores Fonseca, Accountant FROM: Gloria J. Orosco, Chief Deputy City Clerk RE: Master Lease Agreement - Toyota Motor Credit Corp. Commercialease Lease Agreement - Ford Motor Credit Corp. Enclosed are the original partially executed above referenced agreements which were approved by City Council on March 16, 1999 through Resolution Nos. 7288 and 7289 (copies attached). Once said agreements have been fully executed, please forward an original of same to this office for our files. Also enclosed are Purchase Requisition Nos. 42564, 43788, and 43789. Thank you. OFFICE OF THE CITY ADMINISTRATOR/ CITY CLERK INTER -OFFICE MEMORANDUM DATE: April 5, 1999 TO: Dolores Fonseca, Accountant FROM: Gloria J. Oro 0 c Chief Deputy City Clerk RE: Master Lease Agreement - Toyota Motor Credit Corp. Commercialease Lease Agreement - Ford Motor Credit Corp. Enclosed is a fully executed duplicate original of the above referenced agreement which was approved by City Council on March 16, 1999 through Resolution Nos. 7288 and 7289. Please forward said agreements to the above corporations. A fully executed duplicate original is being retained in this office for our files. OFFICE OF THE CITY ADMINISTRATOR/ CITY CLERK INTER -OFFICE MEMORANDUM DATE: March 29, 1999 TO: Dolores Fonseca, Accountant FROM: Gloria J. Orosco, Chief Deputy City Clerk RE: Master Lease Agreement - Toyota Motor Credit Corp.�� y-o Commercialease Lease Agreement - Ford Motor Credit_' yfZ� Corp. Enclosed are the original partially executed above referenced agreements which were approved by City Council on March 16, 1999 through Resolution Nos. 7288 and 7289 (copies attached). Once said agreements have bean fully executed, please forward an original of sam to this office for our files. Also enclosed are Purchase Requisition Nos. 42564, 43788, and 43789. Thank you. 'CITY OF VERNON, CALIFORNIA PURCHASE REQUISITION 43789 DEPARTMENT: R,,EEQUESTOR NAME: DATE: SUGGESTED VENDOR: (Q Q� Q %' "CT�J✓ G" f- r PHONE NO.: ) VENDOR ADDRESS: FAX #: CONTACT PERSON: REQUIRED DELIVERY OR SERVICE DATE: DELIVERY OR SERVICE LOCATION: . ACCOUNT NO.: ITEMS BUDGETED YES NO - Passenger Vehicle - Electric Gar T,a/0�0 1 q94 Rhq Lkty l � SCHEDULED DELIVERY DATE: $2-960.0 4�5 -7 SubTotal: Tax: Shipping: Total: $0.00 I ea �k IF ITEMS ARE NOT BUDGETED, EXPLAIN NATURE OF REQUEST BELOW, OR SUBMIT MEMORANDUM. I hereby certify that the above items are necessary for the operation of this Departmen e ment Head or Authorized Person P US ONLY ISSUED BY DATE RECEIVED BY DATE PURCHASE ORDER NUMBER PURCHASING DEPARTMENT 0-�-7`iF VERNON, CALIFORNIA UtHARTMENT: Utilities SUGGESTED VENDOR: r VENDOR ADDRESS: FAX #: REQUIRED DELIVERY OR SERVICE DATE: ACCOUNT NO.: PURCHASE REQUISITION 42564 UESTOR NAME: Kenneth J. DeDario DATE: August 5, 1998 PHONE NO.: ( ) CONTACT PERSON: Jorge C. Somoano DELIVERY OR SERVICE LOCATION: ITEMS BUDGETED YES X * NO 2- Light Truck. Electric Vehicle — �1q` RQI c Ev N�l %'�`I���ide 1. One of the meter readers trucks 055-551-7000-8400 2. New one to support gas operations 056-501-5600-8400 1 Electric Vehicle - Three -Year Lease (Estimate $5,500/Year) �oyoI4 \4a9 FAX 4E\/ ► vAs l ewe Plc�- r. j Electric Vehicle Will Replace: 1, Car 224. 055-551-9100-5700 00 . MAO" (VleJ& C�Or � SCHEDULED DELIVERY DATE: see attached memorandum for each vehicle. $16,500.06 457 0o 45` ,CO I, RECFIvFn Rv PURCHASE OF 1999 RAV4EV Standard Features Front Wheel Drive, 5 passenger, 4 doors Dual Air Bags Power Windows, Door Locks and Mirrors Air Conditioning AM/FM Stereo with -Cassette Front Heated Seats and Windshield Control Panel with Timer and Cabin Temperature Control Concealed Spare Tire Alloy Wheels Performance City/Highway/Combined Range 126 miles Top Speed: 78 MPH - Electronically limited Optional Equipment 50 KW, 67 HP Permanent Magnet Motor Single, Speed Front Wheel Drive Transaxal 24 Sealed Nickel - Metal Hydride Batteries Speed Sensing Electro - Hydraulic Power Steering Power Assisted Front Disc/Rear Drum Brakes Heavy Duty Heat Pump ABS/Regenerative Braking Cold Kit: Rear Seat Heaters, Traction Control, Heavy Duty Wiper Motor Colors White- 056 Green Pearl - 6P3 Interior - Shadow Gray Cloth Silver Metallic - 199 Sapphire Blue - 81_5 Red Pearl- 3M8 Pricing Lease Program: 36 Month Term - Closed End • $457/Month or Lump Sum of $16,000* * With California State AQMD Incentive Warranty Coverage ■ $599/Month or. Lump Sum of $21,000** ** Without California Incentive Basic Coverage: Three Years/36,000 Miles; Bumper to Bumper Battery Coverage: Three Years/36,000 Miles; No Proration Powertrain: Five Years/60,000 Miles Corrosion/Perforation: Five Years/Unlimited Miles Maintenance Program Lease Program: No Charge for lease term Coverage includes : Safety Items, Suspension and Brake System, Tires, and Select Traction Motor System Components and all Battery Components. InfofmatlonSheetRAWEV 10.98 RAV 4 ELECTRIC VEHICLE FLEET LEASE PROGRAM MASTER LEASE AGREEMENT Date of Agreement: Lessor Name and Address Lessee Name and Address (Including Count Toyota Motor Credit Corporation Commercial Finance Division POB 3457 Torrance, CA 90510 - 3457 1. LEASE OF VEHICLES TO LESSEE a. Subject to the terms and conditions of this RAV4 Electric Vehicle Fleet Lease Program Master Lease Agreement (the "Agreement"), Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor from time to time, new, untitled Toyota RAV4 Electric Vehicles which include a battery pack with 24 advanced nickel -metal hydride (NiMH) used to power the Lease Vehicles, (collectively, the "Lease Vehicle") for use in Lessee's business Lease Vehicles shall be described in RAV4 Electric Vehicle Fleet Lease Agreement Supplements ("Supplements") executed by Lessor and Lessee from time to time Each such Supplement shall be incorporated herein upon its execution by Lessor and Lessee. b. This is an agreement of lease only and is not a contract for the sale of vehicles. Lessor is the owner of all Lease Vehicles and Lessee recognizes that it does not acquire any legal or equitable interest in Lease Vehicles. Lessee's right to possess, use and operate any and all Lease Vehicles shall be forfeited upon the termination or expiration of this Agreement as hereinafter provided. 2. TERM AND NO OPTION TO PURCHASE a. With respect to each Lease Vehicle, the term of the lease (the "Lease Term") shall commence on the date the Lease Vehicle is delivered to the Lessee ("In -Service Date") and shall continue through the date set forth in the applicable Supplement as the Maturity Date. Except as may otherwise be provided in this Agreement, no Lease Vehicle shall be eligible for return to Lessor until the expiration of the. Lease Term. b. With respect to each Lease Vehicle, this Agreement contains no provision for holdover beyond the Lease Term without the Lessor's prior written consent. Lease Vehicles not returned by Lessee as provided in this Agreement shall be subject to all requirements of this Agreement, including, but not limited to, monthly rental payments, insurance and maintenance. Lessor may proceed to recover Lease Vehicles retained by Lessee beyond the Lease Term without Lessee's prior written consent. c; There shall be no right of the Lessee to purchase the Lease Vehicles during, or at the end of the Lease Term. All Lease Vehicles must be returned to Lessor as set forth in this RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 2 Agreement. 3. PLACEMENT.OF LEASE VEHICLES IN SERVICE a. Lessee may from time to time order Lease Vehicles from Toyota Motor Sales, U.S.A., Inc. ("TMS"). Lessor shall complete a Supplement for the Lease Vehicles, which Lessee and Lessor shall execute prior to delivery of the Lease Vehicles to Lessee. Lease Vehicles described in such Supplement shall, upon execution of the Supplement by Lessee and Lessor, and delivery of the Lease Vehicle to Lessee, be subject to all the terms and conditions of this Agreement. Carrier receipt will be sufficient proof of delivery of the Lease Vehicles to Lessee. b. Vehicles shall include all equipment required by federal, state or municipal statutes, laws, ordinances, rules or regulations, present or future. Lessor shall pay for and install any equipment necessary to bring Lease Vehicles in compliance with these requirements. Lessee agrees to cooperate with Lessor in accomplishing compliance. 4. RENT AND PAYMENTS DUE AT LEASE SIGNING a. Lessee shall have the option, for each Lease Vehicle, to choose between a monthly rental payment, or an upfront ("one -pay") rental payment. Once Lessee chooses a payment option on a given Lease Vehicle, it may not change the payment option on that Lease Vehicle. The monthly or one pay rental payments for each Lease Vehicle placed in service will be set forth in the Supplement. b. Upon execution of the Supplement, Lessee agrees to pay: (i) any title or registration fees necessary to initially title and register the Lease Vehicle; plus (ii) any upfront sales, lessor, excise or other taxes due on the Lease or Lease Vehicle; plus (iii) one monthly payment if it is a monthly rental payment lease or the one -pay payment if Lessee chooses a one -pay rental payment lease, plus (iv) a security deposit as set forth in the Supplement. With Lessor's written consent, Lessee may pay the upfront taxes referred to in #2 above on the condition that the Lessee provide Lessor with proof of payment of such taxes within 30 days of the In -Service Date. c. Monthly payments shall be made in advance, starting with the first monthly payment due at execution of the Supplement. Payments shall be due in advance, on the anniversary of the In -Service Date each month. d. For Lease Vehicles with a monthly rental payment, Lessor's invoice shall list the Lease Vehicles in service by Lessee, the monthly rental payment due, any past due rental payments, any delinquency charges on unpaid, past due rental payments; any other amounts due such as for Personal Property or excise taxes paid for by Lessor on the Leased Vehicles, and the total amount then due with respect to each Lease Vehicles For Lease Vehicles with a one -pay rental payment, Lessor's invoice shall list any amounts due Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 3 such as for Personal Property or excise taxes paid by the Lessor on the Leased Vehicles. e. Lessee's obligation to pay shall not be conditioned upon Lessee's receipt of Lessor's invoice. If Lessor receives the payment more than 10 days after it is due, Lessee agrees to pay a late charge equal to 10% of the unpaid portion of the monthly rental payment. Late charges shall be charged only one time per late payment. Payments received shall be applied to the most past due payment first. 5. REGISTRATION; OFFICIAL FEES AND TAXES; MOVEMENT OF VEHICLE a. Lessee shall pay for all official fees and taxes related to the Lease or the Lease Vehicles, including title, license and registration fees, and sales, use excise and personal property taxes. Lessee shall also promptly pay any fines incurred on the Lease Vehicles such as traffic or parking tickets. Lessor may forward bills for payment of personal property tax or excise tax directly to Lessee for payment. Other such bills Lessor may pay on behalf of Lessee and add them to the Lessee's monthly invoice. b. Lessor or its designee will register and title the Lease Vehicle initially, and Lessee shall be responsible for subsequent registration of the Lease Vehicle. All Lease Vehicles will be titled or registered in the State set forth in the Supplement as the Original Lease State. The Certificate of Title and Registration for each Lease Vehicle shall be completed as instructed by Lessor. Lessor will be the legal owner of each Lease Vehicle, and shall retain possession of all certificates of title. c. Lessee shall obtain written consent from the Lessor to remove a Lease Vehicle from the Original Lease State, which consent may be withheld in Lessor's sole discretion. Under no circumstances will Lessor allow Lease Vehicles with an Original Lease State of New York, California or Massachusetts to be removed from the Original Lease State. Under no circumstances shall a Lease Vehicle be removed from the continental United States. If a Lease Vehicle is permanently removed from and operated outside the Original Lease State, the Lessee agrees to obtain and forward promptly to Lessor a new Certificate of Title, for each such Lease Vehicle, and to pay any tax occurring as a result of such transfer. d. In the event Lessee fails to retitle, register, license or pay required taxes or fines on the Lease Vehicle, Lessor may do so, and Lessee shall be responsible for all costs, including any penalties or interest charged by any governmental agency for Lessee's failure to timely perform these obligations. e. It is expressly understood and agreed that this Agreement is a lease only and Lessee does not acquire title to any of the Lease Vehicles. Lessee shall not cause or allow any liens or mortgages of any kind whatsoever to be placed on the Lease Vehicles. Lessee agrees that it will not take any position on any tax returns or other filings with any taxing authority which is inconsistent with the status of this Agreement as a lease or Lessor's status as the Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 4 owner of the Lease Vehicles for income tax purposes, nor may Lessee claim any federal, state or local tax credit in connection with the Lease Vehicles. 6. USAGE a. Lessee represents and warrants to Lessor that each Lease Vehicle shall only be used by Lessee in its business, in a careful manner, and in accordance with all applicable governmental and insurance requirements and limitations, and in no event for other than a lawful purpose and in compliance with all laws. Lessor agrees that an acceptable business use of a Lease Vehicle shall be for employees of the Lessee and members of their households to use the Lease Vehicle for household or personal use, and for non - employees to use the Lease Vehicle for demonstration and other similar purposes so long as Lessee's property and liability insurance cover all users of the Lease Vehicle. Under no circumstances shall Lessee permit any Lease Vehicle to be used or charged by any individual who has not been trained by Lessee to use and charge the Lease Vehicle, including training in all information in the owner's manual. Lessee agrees that Lease Vehicles will not be used off established road ways. b. Lessee understands and agrees that Lessee may not, under any circumstances, disassemble the Lease Vehicles or any portion thereof. Lessee agrees to maintain in unobliterated condition any identification numbers, labels, tags and other markings used to identify the Lease Vehicles. c. Lessee represents and warrants that it will make reasonable efforts to use the Lease Vehicles on a regular basis for the purposes permitted by Section 6.a above. Lessee acknowledges that Lessor and its affiliates desire to obtain information regarding, among other things, consumer use and acceptance of the Lease Vehicles, the performance of the Lease Vehicles and their batteries and market development. Consequently, Lessee's representation and warranty under this Section 6.c is a material consideration for Lessor's lease of the Lease Vehicles to Lessee. 7. LIABILITY OF LESSEE a. Because the Lease Vehicle is under the Lessee's control, the Lessee assumes all risks and liability arising from Lessee's possession, use and operation of the Lease Vehicles, including liability which may arise from Lessee's employee's or agent's possession, use and operation of a Lease Vehicle, from the moment of delivery to Lessee to the moment of return to Lessor. Lessee agrees to indemnify and hold Lessor harmless from any and all of the following whether the same actual or alleged: (i) all loss, damage, claims, suits, taxes, liens, penalties, fines, liability and expense (including reasonable attorneys' fees) arising in any manner, relating directly or indirectly to the possession, use and operation of the Lease Vehicles, including, but not limited to, injuries or death to persons or damages to or destruction of property; (ii) claims and liens for storage, labor and materials; and (iii) all loss of and damage to the Lease Vehicles, regardless of whether insured for physical damage insurance. The Lessee's liability for loss of and damage to a Lease Vehicle shall Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 5 be limited to $42,000.00 per Lease Vehicle. Such indemnity shall not waive any rights the Lessee may have against the manufacturer of the vehicle or TMS for claims under the manufacturer's new electric vehicle warranty, or product defect or product liability claims. b. Lessee agrees to indemnify and hold Lessor and TMS harmless from any and all loss, damage, claims, suits, taxes, liens, penalties, fines, liability and expense (including reasonable attorneys' fees) arising out of claims by third parties (including employees, agents or contractors of Lessee) which relate directly or indirectly to Lessee's negligent acts or omissions or breach of this Agreement in connection with the possession, use and operation of the Lease Vehicles, including, but not limited to, injuries or death to persons or damages to or destruction of property. Such indemnity shall not waive any rights the Lessee may have against the manufacturer of the vehicle or TMS for claims under the manufacturer's new electric vehicle warranty, or product defect or product liability claims. Should Lessor assign any of its rights or delegate any of its obligations under this Agreement, Lessee agrees that Lessor, its assignees and officers, directors, stockholders, employees, agents and representatives shall be entitled to the indemnity provided in Paragraph 7.a. 8. INSURANCE a. Lessee shall provide, at Lessee's expense, for each Lease Vehicle during the Lease Term thereon, insurance with the following minimum coverage: (i) Liability insurance that covers, $100,000 for bodily injuries to any single person, and $300,000 for bodily injuries for any single accident, and $50,000 for property damage, or a combined single limit of $300,000 for any single accident; and (ii) Physical damage insurance with deductibles of not more than $1,000 for collision and comprehensive. The insurance shall name Lessor as Loss Payee and Additional Insured. Lessee must provide continued proof of such insurance to Lessor annually, as requested. Such insurance shall be primary to any insurance obtained by Lessor. b. In lieu of the liability insurance requirement set forth in 8.a.1, above, Lessee may provide proof, in a form acceptable to Lessor in its sole discretion, that Lessee meets the financial responsibility requirements of the states in which the,. Lease Vehicles will be registered. c. In lieu of the insurance requirements set forth in 8.a. and 8.b., above, Lessee may provide proof, in a form acceptable to Lessor in its sole discretion, that Lessee has a net worth of at least $50,000,000. d. Lessee shall promptly notify Lessor of any damage to, any Lease Vehicle, and shall provide proof that the necessary repairs have been made by service providers designated by TMS ("Approved Service Provider(s)"). Lessee shall pay for any Lease Vehicle repairs or expenses which are not covered by insurance. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 6 e. If any claim is made or action commenced for personal injury or death or property damage in connection with any Lease Vehicle, Lessee shall promptly notify Lessor. 9. MAINTENANCE AND REPAIRS a. Lessee shall, at its own expense during the Lease Term and until return of the Lease Vehicle, cause each Lease Vehicle to be maintained in good operating order, repair and appearance in accordance with the owners and service manuals and any other instructions provided to Lessee by TMS, and in effecting maintenance and repairs, shall have such work performed only by an Approved Service Provider. Lessee shall be responsible for all washing, parking, towing, garage, highway fees tolls, expenses or charges and for any other expenses or charges of any nature may be incurred in connection with each Lease Vehicle. Lessee shall provide proof of such maintenance, service and repair to TMS or Lessor upon request. Lessee shall not make any modifications or improvements to the Lease Vehicles without prior written approval of TMS or Lessor. b. The manufacturer's new electric vehicle warranty shall apply to each Lease Vehicle. Lessee shall immediately have performed warranty repairs or repairs and replacements covered by insurance on the Lease Vehicles. All vehicle warranty repair and maintenance shall be performed in accordance with the manufacturer's suggested warranty repair and maintenance program and by an Approved Service Provider. Lessee shall provide at its own expense, a power source, which meets specification set forth by TMS and the manufacturer, for recharging and other services required for the proper operation and/or protection of each Lease Vehicle. All replacement parts and accessories installed on the Lease Vehicles must be genuine Toyota parts. Title to all replacement parts and accessories shall vest in Lessor. d. Lessee gives Lessor or TMS the right to inspect any Lease Vehicle, upon prior reasonable notice to Lessee. If Lessor or TMS, during any inspection of a Lease Vehicle, determines that Lessee has failed to perform its obligations as set forth in this Section 9, Lessor shall give Lessee written notice thereof. Unless Lessee performs its obligations within thirty (30) days from the date of Lessor's notice, Lessor shall have the right, but not the obligation, to terminate the lease of the Lease Vehicle to Lessee, and/or to perform the maintenance, service and repair required to be performed by Lessee under this Agreement. If Lessor performs such maintenance, service or repair, Lessee shall pay Lessor an amount equal to Lessor's out-of-pocket costs, such payment to be made within thirty (30) days after Lessee receives Lessor's invoice with respect thereto. e. Lessee gives Lessor or TMS the right to install, at any time, any equipment or make any repairs or changes to the Lease Vehicle which Lessor or TMS deem are necessary. 10. LEASE VEHICLE TERMINATION FROM LESSEE'S SERVICE a. Notwithstanding anything to the contrary set forth in this Agreement, the lease of a Lease Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 7 Vehicle shall expire or terminate as follows: (i) Upon expiration of the Lease Term; (ii) If the Lease Vehicle is incapable of repair, in the opinion of the Lessee, and for which supporting documentation, reasonably satisfactory to Lessor, is forwarded to Lessor. Lessor retains the right to inspect the Lease Vehicle; (iii) If the Lease Vehicle is stolen, converted, seized; or damaged beyond repair or has disappeared and has remained unrecovered for a period of at least thirty (30) days after the date Lessee became aware of such occurrence. b. Lessee shall notify Lessor in writing of the occurrence of an event specified in Subparagraph (ii) or (iii) above. c. Termination of the lease of a Lease Vehicle under Subparagraphs (ii) or (iii) above shall be effective as the date of Lessor's receipt of Lessee's written notice. d. If a Lease Vehicle has been stolen, converted or has disappeared, Lessee agrees to notify all law enforcement authorities immediately upon becoming aware of such occurrence. e. Except as provided in Section 10.a, Lessee shall have no right to terminate a lease of a Lease Vehicle prior to the expiration of the Lease Term. Should Lessee terminate a Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term, except for reasons as set forth in Section 10.a, Lessee shall return the Lease Vehicle to the Lessor and pay as damages the following "Early Termination Charge", in addition to all unpaid charges and other amounts provided for in this Agreement: Month of Termination from In -Service Date Months 1 - 6 Months 7 - 12 Months 13 - 18 Months 19 - 24 Months 25 - 30 Over Month 30 Early Termination Charge $3, 000 $2,500 $2,000 $1,500 $1,000 $ 500 If the One Pay payment program is used, after deduction of the amounts set forth above, the Lessee shall receive a refund of the unamortized portion of the One Pay Payment, as calculated according to the Rule of 78s method. g. Should Lessee terminate the Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term for the reason set forth in Section Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 8 10.a.ii., there shall be no charge to the Lessee except unpaid charges and other amounts provided for in this Agreement. Any One Pay lease payment will be refunded on a pro-rata basis. h. Should Lessee terminate the Lease Vehicle from the RAV4 Electric Vehicle Fleet Lease Program prior to the expiration of the Lease Term for the reason set forth in Section 10.a.iii., Lessee shall pay the difference between a) $42,000.00 less the depreciation portion of any payments made through the date of the total Loss, as calculated according to the Rule of 78s method and b) any insurance proceeds received on the Lease Vehicle. For Lease Vehicles under the One Pay program, the One Pay Payment will be divided by the Lease Term to determine the monthly payment for purposes of this calculation. 11. RETURN OF LEASE VEHICLES a. Upon the expiration or termination of this Agreement in its entirety or with respect to any or all Lease Vehicles, said Lease Vehicles shall be returned to Lessor or Lessor's designated party from Lessee's location, at Lessee's expense. Lessee shall give Lessor thirty (30) days' written notice of the number and vehicle identification number of the Lease Vehicles coming to the end of their Lease Terms. b. Each Lease Vehicle must be returned in a condition free from excessive wear and damage. If a Lease Vehicle has excessive wear and damage, Lessee agrees to pay the estimated costs of repair. Excessive wear and damage includes, but, is not limited to: (i) Inoperative or missing mechanical and electrical parts; (ii) unrepaired collision damage; and (iii) broken glass. c. All repairs must be made by Approved Service Providers, and must be made in a good and workmanlike manner, acceptable to Lessor. Any necessary repairs made by Lessor may be charged to Lessee. d. Each Lease Vehicle returned to Lessor shall have one battery pack with 24 advanced nickel -metal hydride (NiMH) batteries and five undamaged tires of identical make and type supplied as original equipment. e. Upon its return, Lessee warrants that each Lease Vehicle has no damage to its basic framework (consisting of the forward frame member, cowl assembly, floor pan, supporting posts and rearmost frame members) which has not been repaired, that the battery pack is not cracked or damaged, and that the Lease Vehicle has sustained no water damage. Actual mileage of the Lease Vehicle during the In -Service period shall be certified pursuant to a federally required odometer statement, to be signed by the Lessee upon the expiration of the Lease. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 9 g. If a Lease Vehicle is returned by Lessee with expired registration and/or license plates, whether or not during a licensing grace period, Lessee shall pay Lessor any penalties imposed by law in connection with any subsequent licensing or registration of such Lease Vehicle. 12. DEFAULT Lessee shall be in default of this Agreement if Lessee: (i) fails to pay any amount when due under the terms of this Agreement; (ii) fails to keep any other promise under this Agreement, or (iii) becomes insolvent, or is unable to pay its debts when due. 13. REMEDIES In the event of Lessee's default, Lessor shall have the right to retain all prior monthly lease payments and to recover from Lessee any and all amounts including all remaining lease payments, or keep the one -pay payment without refund, as compensation for the use of the Lease Vehicles, plus reasonable attorneys' fees, and such expenses as shall be expended or incurred by Lessor in the recovery of a Lease Vehicle or in the enforcement of any Lessor's rights under this Agreement. In addition, Lessor may, at its option, exercise any one or more of the following remedies: a. Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable terms of this Agreement, or to recover damages for the breach of such covenants and terms. b. By notice in writing to the Lessee, terminate this Agreement as to all or any of the Lease Vehicles whereupon all right and interests of the Lessee to or in the use of such Lease Vehicles shall cease. In such event, Lessee shall deliver such Lease Vehicles to the place designated by Lessor, without relieving Lessee of any of its obligations under this Agreement. c. Lessor may directly or by its agents, enter upon the premises of Lessee without demand or notice, or other premises where any of the Lease Vehicles may be or are reasonably believed to be, and take possession of such Lease Vehicles. d. Sell any of the Lease Vehicles at public or private sale, as Lessor may determine, free and clear of any rights of Lessee and without any duty to account to Lessee with respect to such sale or for the proceeds thereof. e. Hold, keep idle or lease to others any of the Lease Vehicles, as Lessor in its sole discretion may determine, free and clear of any rights of Lessee and without any duty to account to Lessee with respect to such action or for any proceeds with respect thereto. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 10 The remedies provided by this Agreement in favor of Lessor shall not be deemed exclusive, but shall be cumulative and will be in addition to all other remedies in Lessor's favor existing at law or in equity. Lessee hereby waives any and all rights of setoff. The exercise of any right or remedy available to Lessor will not operate as a waiver of any other right or remedy. The failure of Lessor to exercise or a delay by Lessor in exercising any right or remedy shall not operate as a waiver of such right or any other right. 14. ASSIGNMENT a. Lessee shall not assign, mortgage or encumber its interest in or rights under this Agreement or in any Lease Vehicle, nor sublet or suffer or permit any Lease Vehicle to be used by others. b. Lessor shall have the right to assign any or all its rights and obligations at any time without the consent of Lessee. Lessor shall notify Lessee of any such assignment which affects Lessee's payment obligations. 15. NOTICES Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when mailed by certified mail, return receipt requested, or nationally recognized courier service to Lessor or Lessee at their respective addresses set forth below, or at such other address furnished by either party to the other in accordance with the notice provisions of this Section 15. If to Lessor: Toyota Motor Credit Corporation Attn: Commercial Finance Division PO Box 3457 Torrance, California 90510-3457 If to Lessee: 16. GOVERNING LAW This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of California. This Agreement contains the entire agreement of the parties. 17. FURTHER ASSURANCES From time to time each party shall execute and deliver such further instruments and will take such other actions as the other party reasonably may request in order to discharge and perform Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 11 their respective obligations and agreements hereunder. 18. DELAYS Neither party shall incur any liability to the other for any obligations if prevented by wars, fires, strikes, or other labor disputes, accidents, acts of God, governmental regulations or interference, shortages of labor or materials, delays in transportation, non -availability of same from the manufacturer, or other causes beyond that party's control. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES. 19. SEVERABILITY AND WAIVER Any provision of this Agreement prohibited by applicable law will be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof. The failure of either party to require strict performance of any provision will not diminish that party's right thereafter to require strict performance of any provision. 20. SUCCESSORS AND ASSIGNS This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns. 21. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, representations, and warranties of each of the parties to this Agreement shall survive the termination of this Agreement. Revised 01/18/99 - 8:30 AM RAV 4 ELECTRIC VEHICLE LEASE PROGRAM MASTER LEASE AGREEMENT Page 12 22. AMENDMENTS OR MODIFICATIONS Any amendments or modifications to this Agreement must be in writing and signed by both parties. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be duly executed by their authorized officers as of the day and year first written above. . Lessor: Toyota Motor Credit Corporation Lessee: City of Vernon By: Title: Title: (_Mayor Attest .By: BRUCE V. MALKENHORST City Clerk Approved As To Form: 72 D VID B. BREARLEY City Attorney Revised 01/18/99 - 8:30 AM