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Resolution No. 7289W 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 RESOLUTION NO. 7289 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A COMMERCIALEASE LEASE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND FORD MOTOR CREDIT COMPANY 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 Ford Ranger electric vehicles from Ford Motor Credit Company under a program that includes a $5,000 per vehicle incentive payment from the South Coast Air Quality Management District; and WHEREAS, the Ford Motor Credit Company has provided the City with a Commercialease Lease Agreement 1999 Ranger Electric Vehicle Net Lease, 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 Ford Ranger electric vehicles pursuant to the terms and conditions set forth in the aforesaid Commercialease 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. 4W ' 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 SECTION 2: The City Council of the City of Vernon hereby approves the Commercialease Lease Agreement - 1999 Ranger Electric Vehicle Net Lease, 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. ` lk LEONIS C. MA BURG, Mayor ATTEST:: BRUCE V. MALKENHORST, City Clerk -2- sm 1 STATE OF CALIFORNIA ) 2 ) ss COUNTY OF LOS ANGELES ). 3 I, BRUCE V. MALKENHORST, City Clerk of the City of 4 Vernon, do hereby certify that the foregoing Resolution, being 5 Resolution No. 7289, was duly adopted by the City Council of the 6 City of Vernon at a regular meeting of the City Council duly held 7 on Tuesday, March 16, 1999, and thereafter was duly signed by the 8 Mayor of the City of Vernon. 9 10 G� c 11 BRUCE V. MALKENHORST, City Cler 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 _3_ SUPPORTING DOCUMENTS 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: �l 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, ja Bruce V. Malkenhorst Director of Finance BVM/gst MEMORANDUM TO: Bruce V. Malkenhorst, City Administrator FROM: Dolores Fonseca, Accountant a� 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. C-�- 7� VERNON, CALIFORNIA U_PARTMENT: Utilities SUGGESTED VENDOR: r` VENDOR ADDRESS: FAX #: REQUIRED DELIVERY OR SERVICE DATE: ACCOUNT NO.: PURCHASE REQUISITION 42564 IESTOR NAME: Kenneth J. DeDario DATE: August 5, 1998 PHONE NO.: ( ) CONTACT PERSON: Jorge C. Somoano DELIVERY OR SERVICE LOCATION: ITEMS BUDGETED YES X * NO Z Light Truck -Electric Vehicle - Llz*� 1 q � Rara�c �v - N,�deI 76;de 450P 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) *T4 YOj 2 0L39 RAC 4E: % Electric Vehicle Will Replace: 1. Car 224. 055-551-9100-5700 SCHEDULED DELIVERY DATE: See attached memorandum for each vehicle. $16,500.06 7' I b 45`z ,00 QCr�cl%inn env PI1Rf'FIAC"ARr` r�c*,n nT� ..r a 1� PURCHASE ORDER NU? GWV�& VERNON, CALIFORNIA PURCHASE REQUISITION 43788 DEPARTMENT: REQUESTOR NAME: DATE: SUGGESTED VENDOR: r PHONE NO.: ( ) VENDOR ADDRESS: FAX #: CONTACT PERSON: REQUIRED DELIVERY OR SERVICE DATE: DELIVERY OR SERVICE LOCATION: ACCOUNT NO.: 011-501-1060-5700 ITEMS BUDGETED YES NO- D. live ,R{..�.. i g 9 g 2 r RV- N+ cke l Akela ( &4(034 4 ,00 SubTotal: Tax: $0.00 Shipping: SCHEDULED DELIVERY DATE: Total: �C 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 Department D artment Head or Authorized Person i '�4 � yf ISSUED BY DATE RECEIVED BY DATE PURCHASE ORDER NUMBER PURCHASING DEPARTMENT OFFICE OF THE CITY ADMINISTRATOR/ CITY CLERK INTER -OFFICE MEMORANDUM DATE: April 5, 1999 TO: Dolores Fonseca, Accountant FROM: Gloria J. Oro lc, Chief Deputy City Clerk RE: Master Lease Agreement - Toyota Motor Credit Corp. Commeraialease 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. COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE City of Vernon, a municipality organized under the laws of the State of CA hereby leases from Ford Motor Credit Company, a Delaware corporation ("Lessor's, and Lessor hereby leases to Lessee, vehicles (hereinafter called "Leased Vehicles") designated and described from time to time in one or more Supplements ("Supplement(s)") hereto for use in lease service upon the following terms and conditions: USAGE. All Leased Vehicles shall be leased by Lessee for use in Lessee's business in accordance with all applicable governmental and insurer requirements and limitations. All Leased Vehicles shall be inspected, prepared and equipped by Lessee in a manner approved by Lessor. No Leased Vehicle shall be removed from the United States. 2. TERM. The tens of lease as to each Leased Vehicle shall be as designated in the applicable Supplement. The lease of a Leased Vehicle shall expire on the later of (a) the date specified in the Supplement therefor, or (b) the date on which such Leased Vehicle is returned to Lessor in an acceptable condition in accordance with Paragraph 12 hereof. LEASE CHARGE. (a) The monthly/ yearly/ single payment lease charge for each Leased Vehicle shall be based on the lease rate for such Leased Vehicle set forth In the Supplement applicable to such Leased Vehicle. Lessee shall pay the monthly/ yearly/ single payment lease charge to Lessor for each Leased Vehicle in the amount(s) and on the dale(s) set forth in the Supplement(s) to this Lease Agreement. In the event any monthly or other lease charges hereunder are not paid promptly when due, Lessee shall pay to Lessor, as an additional lease charge, interest on such overdue payment from the due date of such payment at a rate equal to the lesser of (1) 151/6 per annum or (it) the maximum rate permitted by applicable law. All lease charges are due on the first day of each calendar month of the lease term. Lessee shall pay promptly to Lessor or its assignee as directed by Lessor, all lease charges payable by it under this Lease Agreement without notice or demand and shall not be entitled to assert any set-off, counterclaim, deduction, recoupment or other defense for any reason. (b) Lessor understands that Lessee may receive from manufacturers and vendors of the Leased Vehicles volume discounts, fleet rebates and dealer holdbacks ("Dealer Incentives") with respect to the Leased Vehicles, and Lessor has agreed that Lessee may retain any and all Dealer Incentives Lessee may receive as a result of leasing such Leased Vehicles with no duty to account to Lessor for such Dealer Incentives, except as may otherwise be agreed by the parties under a separate agreement. REGISTRATION AND TAXES. Lessee shall, at Lessee's oven expense, register, title and license each Leased Vehicle in the manner prescribed by Lessor so as to maintain Lessor's ownership and insurable interest in the Leased Vehicle and forward such title to Lessor at Ford Credit Credit Company, Commercial Lending Services, P.O. Box 39, Orange, CA 92856-0039. Lessee shall provide to Lessor any documentation pertaining to a Leased Vehicle as Lessor may from time to time request. Lessee shall be responsible for determining taxes due and shall pay all such taxes and other charges and expenses whatsoever with respect to each Leased Vehicle, and file all reports attendant thereto; except for the Federal Highway Use Tax which the Lessor shall pay. The cost of this tax will be charged to Lessee annually. Lessee shall promptly pay such charge when billed. additions to a Leased Vehicle so long as Lessee obtains Lessor's prior written consent and such additions are readily removable without any damage to the Leased Vehicle. Any dealer installed modifications, alterations or additions, the cost of which are included in the Capitalized Cost of a Leased Vehicle, as set forth in the Supplement therefor, shall be the property of Lessor. RISK OF LOSS, MAINTENANCE AND INSPECTION. Lessee shall bear, and indemnify Lessor against, any damage, loss, theft or destruction of each Leased Vehicle caused by negligence or willful misconduct and shall maintain and repair each Leased Vehicle in accordance with manufacturer requirements and recommendations. Lessee shall permit representatives of Lessor to inspect each Leased Vehicle from time to time at reasonable intervals. INSURANCE. Lessee shall provide, or cause to be provided, on each Leased Vehicle during the lease term thereof insurance with coverage and amounts not less than the following: Cars and Light Trucks $100,000 bodily injury, $300,000 bodily injury per accident, $50,000 property damage. Collision and Comprehensive coverage with deductible not to exceed $1,000.00. Lessee shall cause each insurance policy issued pursuant to this Paragraph 7 to provide that (i) Lessor, as owner and Lessor of the Leased Vehicles, shall be insured as its interest may appear and (ii) if such policy is to be canceled or materially changed for any reason, such insurer will promptly notify Lessor, and such cancellation or change will not be effective as to Lessor for 20 days after receipt by Lessor of such notice unless the Lessee is self insured. Lessee shall deliver to Lessor copies of each insurance policy required by this Paragraph 7 upon execution hereof and copies of each renewal policy not less than 30 days prior to the expiration of the original policy or preceding renewal policy, as the case may be, and the Lessee shall deliver to Lessor receipts or other evidence that the premiums thereon have been paid. In the event Lessee is self insured, Lessee shall provide Lessor a certificate of insurance in lieu of a copy of an insurance policy. Lessee shall bear the entire risk of the Leased Vehicle being lost, destroyed, damaged or otherwise rendered permanently unfit or unavailable for use while the vehicle is under Lessee's control. Lessee, al Lessee's own expense, shall provide, or cause to be provided, any other insurance and post any bonds required by any governmental authority with respect to the operation of any Leased Vehicle. All such insurance shall protect Lessor, Lessee, any other person having an interest in the Leased Vehicle (if desired) and, except for any additional blanket liability insurance, any person leasing or driving the Leased Vehicle with valid permission. If any claim is made or action commenced for personal injury or death or property damage in connection with any Leased Vehicle, Lessee shall promptly notify Lessor and furnish a copy of each process and pleading received in connection therewith and diligently defend against such claim or action and/or cooperate in the defense thereof. Lessee shall promptly furnish to the insurance carrier , if any, a report of any accident involving a Leased Vehicle on the form furnished by such carrier. OPERATING EXPENSES, MODIFICATIONS. (a) Lessee shall pay, or provide for the payment of, all operating expenses of each 8. PERFORMANCE BY LESSOR. If Lessee shall fail for any reason Leased Vehicle, including without limitation, grease, antifreeze, to perform any provision hereof to be performed by Lessee, Lessor adjustments and repairs (except those covered by Ford Motor may (but shall not be obligated to) perform the same without relieving Company's warranty and policy adjustments), and storage, fines, Lessee of its obligation_ in respect thereof and Lessee shall - towing and servicing. Repairs to Leased Vehicles must be made reimburse Lessor upon demand for any costs and expenses using only Ford Authorized Replacement Parts. incurred by Lessor in connection with such performance. (b) Lessee shall not make any additions, alterations or modifications to the Leased Vehicle; provided, however, that Lessee may make FC17939 Jul 97 (Only Oct 93 edition also may also be used)-1/21/99 - CA#,,CUSTCREDITACCT» Page 1 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE 9. EARLY TERMINATION. (a) Lessee may terminate the lease of any Leased Vehicle prior to the expiration of the term thereof by giving Lessor 30 days prior written notice of its election to terminate such lease. The effective date of such termination shall be the date on which such Leased Vehicle is returned to Lessor in the manner and condition required by Paragraph 12 hereof. (b) Lessor shall sell or re -lease the Leased Vehicle within a reasonable period of time after its return. The sale may be public or private and with or without notice to Lessee, shall be at wholesale, and shall be for cash payable in full upon delivery of the Leased Vehicle and Its title papers to purchaser. (c) Within 60 days after written notice from Lessor, Lessee shall pay Lessor (1) the monthly lease charge for the month in which the termination occurs, (II) any other monthly or other lease charges, then due and owing, and (III) an amount equal to the applicable Early Termination Value (as defined below) of such Leased Vehicle on the effective date of termination less the Net Proceeds (as defined below) from the sale of such Leased Vehicle. "Net Proceeds" shall mean the amount received on a sale or lease of the Leased Vehicle less all expenses incurred by Lessor in selling or leasing the Leased Vehicle and all debts incurred by Lessee which, if not paid, might constitute a lien on the Leased Vehicle or a liability of Lessor. In the event that Lessee has paid on an annual payment or single payment method, Lessor shall refund to Lessee the difference between Lessor's Leased Vehicle disposal costs and the remaining portion of the payment credit. 10. FINANCE LEASE. Lessee hereby acknowledges and agrees that it has read this Lease Agreement prior to signing this Lease Agreement. Furthermore, Lessee acknowledges and understands that (1) (" ENTER DEALER NAME") is supplying the Leased Vehicle to Lessor for lease to Lessee; (ii) Lessee is entitled under Article 2A of the Uniform Commercial Code to the promises and warranties, including those of any third party, provided to the Lessor by the Dealer; and (III) the Lessee may communicate with the Dealer and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies. 13. it. INDEMNITY. Lessee shall indemnify and hold Lessor, its agent and employees, harmless against any and all losses, claims, damages or expenses (including attorneys fees) connected with or arising out of the negligent management, control, use, storage, condition or operation of each Leased Vehicle, or any default by Lessee in the performance of any of its obligations hereunder. Lessee shall promptly notify Lessor of any such claim. 14. 12. RETURN OF LEASED VEHICLE. Upon the expiration or termination of the lease of any Leased Vehicle, at Lessee's sole expense, Lessee will return each Leased Vehicle to a reasonable location designated by Lessor. Each Leased Vehicle upon its return shall be in good working order and operating condition and shall meet the conditions set forth in Exhibit I below, ordinary wear and tear expected. Unexpired license plates shall be returned with each Leased Vehicle where required. In all other jurisdictions, Lessee will promptly destroy or promptly effect transfer of the unexpired license plates from returned Leased Vehicles. The monthly lease charges or fair market monthly rentals, as the case may be, will continue for any Leased Vehicle not returned in accordance with this Paragraph 12. As used herein "ordinary wear and tear, will be determined in accordance with the following: (1) Extedo. Paint chips or nicks, regardless of the amounts prevailing on any particular panel, paint scrapes, scratches and scuff marks which have not penetrated through to the sheet metal surface, nicked or scratched bright metal, and bumper and wheel cover scratches, scuffs and minor dents shall be considered ordinary wear and tear, (2) Interior. Soiled upholstery and carpeting and small nicks and dents in the body panels will be considered ordinary wear and tear. Rips, tears, splits, stains or bums on, or missing, headliner, seat cushions, backrests, door trim, carpets, padded dash or trunk trim will not be considered ordinary wear and tear. Vehicles on which soft trim panels have been replaced or carpet bums have been repaired will be accepted as long as such replacement or repair is not evident. (3) Glass. Broken, missing, chipped, pitted, cracked or discolored glass will not be considered ordinary wear and tear. (4) Tm. Each Vehicle must be returned with four matching tires and standard factory spare, all of which must have no less than 4/32 inch tread remaining. White side wall scrapes, scuffed white walls and normal tire repairs will be considered ordinary wear and tear. Lessee will replace any tire not meeting these requirements with a fire meeting these requirements and matching the other tires as to size, width, tread design, and white wall design and size. Matching tire brands is not required. If Lessor has not received the Leased Vehicle title pursuant to Paragraph 4 hereof to permit sale of such Leased Vehicle or such Leased Vehicle is not returned in the manner or condition required by this Paragraph 12, Lessee will pay Lessor the then applicable Early Termination Value (as defined below) and Lessor will transfer all of its rights and title and interest in such Leased Vehicle to Lessee. LOSS OF LEASED VEHICLE. In the event that the Leased Vehicle suffers a total loss or is stolen prior to the end of its lease term, Lessee shall pay the monthly lease charge for the month in which such loss or theft occurs and the applicable early termination value ("Early Termination Value's for such Leased Vehicle determined by Lessor at the commencement of the lease for such Leased Vehicle in accordance with Lessor's procedures with respect thereto in effect at such time and set forth in a schedule maintained by Lessor. The Early Termination Value for a Leased Vehicle applicable for a particular month during the term of the lease of such Leased Vehicle will be set forth in a statement corresponding to such month provided to Lessee by Lessor. Such statements will be provided to Lessee each month during the term of the lease of such Leased Vehicle. To the extent of payment by the Lessee pursuant to this Paragraph 13, any insurance proceeds shall be for the account of Lessee. TERMINATION. (a) Lessor may terminate this Lease Agreement at any time with respect to any or all of the Leased Vehicles by written notice to Lessee upon the occurrence of any of the following events of default: (i) failure to pay any monthly lease charge or any other sum payable to Lessor hereunder, or (it) failure or refusal by Lessee to perform any other provision hereof to be performed by Lessee, or (III) any representation or warranty made by Lessee shall prove to be false or misleading in any material respect as of the date on which the same was made, or (iv) the filing of any petition by or against Lessee under any bankruptcy or insolvency law or the malting by Lessee of any assignment for the benefit of creditors or the appointment of any trustee or receiver for all or any part of Lessee's business or assets or the assignment (voluntary or involuntary) of Lessee's interest in any Leased Vehicle or the attachment of any lien or levy on any Leased Vehicle (unless such petition, assignment, appointment, or attachment is withdrawn or nullified within two days). Upon such termination, the Leased Vehicle(s) shall be delivered to Lessor by Lessee in the manner and condition required by Paragraph 12 hereof and Lessee shall pay to Lessor the amounts provided for in Paragraph 9(c) hereof. if Lessee fails to return the Leased Vehicle(s), Lessor may repossess the same at any time wherever the same may be located and may enter upon the premises of Lessee for the purpose of repossessing the Leased Vehicle(s), and shall hold the same when so repossessed free and dear of this Lease Agreement and any rights of Lessee therein, Page 2 FC17939 Jul 97 (Only Oct 93 edition also may also be used)-1/21/99 - CA#-CUSTCREDITACCT- COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE Lessee agrees to pay to Lessor reasonable attorney fees if this Lease Agreement is placed with an attorney other than an employee of Lessor for collection. (b) Upon notice to Lessee, which shall be effective immediately upon receipt thereof, Lessor may at any time, as its sole discretion, terminate Lessee's right to lease additional Leased Vehicles under this Lease Agreement. 15. FORCE MAJEURE AND NO CONSEQUENTIAL DAMAGES. Lessor and Lessee shall not be liable for any failure or delay in delivering any Leased Vehicle ordered for lease pursuant to this Lease Agreement, or for any failure to perform any provision thereof, resulting from fire or other casualty, riot, strike or other labor difficulty, governmental regulation or restriction, or any cause beyond Lessor's and Lessee's control. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCONVENIENCES, LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY LEASED VEHICLE, AND THERE SHALL BE NO ABATEMENT OR SET-OFF OF MONTHLY LEASE CHARGES BECAUSE OF THE SAME. 16. ASSIGNMENT; SUBLEASE. Neither this Lease Agreement nor any right hereunder may be assigned by Lessee, in whole or in part, without the prior written consent of Lessor, which permission shall not be unreasonably withheld. Lessee will not, without the prior written consent of Lessor, sublease or otherwise deliver, transfer or relinquish possession of a Leased Vehicle. If Lessor so consents to a sublease of a Leased Vehicle (1) the term of such sublease (including any renewal term) shall not extend beyond the term of lease for such Leased Vehicle provided herein, (ii) such sublease shall prohibit any further subleasing by the sublessee, (iii) such sublease shall provide that the rights of any sublessee thereunder shall be subject and subordinate to the terms of this Lease Agreement and rights and interests of Lessor in such Leased Vehicle, including, without limitation, the right of Lessor to repossess such Leased Vehicle and to void such sublease upon any repossession, (iv) Lessee shall remain primarily liable hereunder for the performance of all the terns of this Lease Agreement to the same extent as if such sublease had not occurred, (v) such sublease shall contain appropriate provisions for the maintenance and insurance of such Leased Vehicle, (vi) such sublease shall provide that it is assigned to Lessor for security purposes and (vii) such sublease shall provide that Lessor shall be permitted to proceed directly against the sublessee to enforce the sublessee's obligations thereunder. The review or approval by Lessor of a sublease agreement shall riot constitute a waiver of any of the foregoing conditions or an acknowledgment that any of such conditions have been met. In the event of ternination of this Lease Agreement pursuant to Paragraph 14 hereof, Lessor may require that all rentals or other proceeds of any sublease be endorsed or remitted to Lessor or deposited to Lessor's account in the same form received by Lessee, or may require that sublessee make such payments directly to Lessor. Lessee will obtain the execution of a consent to assignment by sublessee to Lessor and Lessee shall furnish such other documents to perfect such assignment as Lessor shall require. Lessor may assign all or any part of Lessor's right, title and interest In this Lease. 17. NO WARRANTIES. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER, THE AGENT OF THE MANUFACTURER, OR THE DISTRIBUTOR OF THE LEASED VEHICLES HEREUNDER. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THE FITNESS, SAFENESS, DESIGN, MERCHANTABILITY, CONDITION, QUALITY, CAPACITY OR WORKMANSHIP OF THE LEASED VEHICLES NOR ANY WARRANTY THAT THE LEASED VEHICLES WILL SATISFY THE REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, AND AS BETWEEN LESSOR AND LESSEE, LESSEE LEASES THE LEASED VEHICLES "AS IS." IN NO EVENT SHALL LESSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED. CALIFORNIA LESSEE EXPRESSLY WAIVE THE PROVISIONS OF SECTIONS 1955 AND 1957 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA. 18. NOTICES. Any notice required or permitted by this Lease Agreement shall be in writing and given by personal delivery or sent by United States Mail, postage prepaid, addressed to the intended recipient at the Lessee's current billing address. 19. NO IMPLIED WAIVERS. The waiver by either party of, or failure to claim, a breach of any provision of this Lease Agreement shall not be deemed to be a waiver of any subsequent breach or to affect in any way the effectiveness of such provision. 20. MISCELLANEOUS. This Lease Agreement shall constitute the entire agreement between the parties and may not be changed except by an instrument in writing, signed by the party against whom the change is to be enforced. 21. WAIVER OF DEFENSES, SECURITY. Lessee's obligations to Lessor under the terms of this Lease Agreement shall not be subject to any reduction, abatement, defense, counterclaim, set off or recoupment which Lessee may now or hereafter claim against Lessor. The Leased Vehicle(s), including all attachments and accessories thereto, whether now or hereafter installed thereon, and the proceeds thereof, including, but not limited to the lease charges, proceeds of sale, exchange or other disposition thereof, and the proceeds of any damage claim and or insurance covering the Leased Vehicle(s), or any part thereof, and the proceeds due or to become due from Lessee and or any sublessee or a third parry shall secure all indebtedness of the Lessee under this Lease Agreement and any and all indebtedness of the Lessee to Lessor. 22. LESSEE'S WARRANTIES. Lessee warrants that (i) Lessee is and shall at all times hereafter be duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized and it has duly authorized the execution, delivery and performance of this Lease Agreement; (I!) this Lease Agreement has been duly and validly executed and delivered by Lessee and constitutes the valid and binding obligation of Lessee; and (Ili) all financial statements presented to Lessor have been prepared in conformity with generally accepted accounting principles consistently applied and fairly and accurately present Lessee's financial condition and income as of the date given and since the date of such financial statements there has been no material adverse change in the financial condition of Lessee or any guarantor of Lessee's obligation hereunder. 23. INSPECTION; During normal business hours, Lessor and its authorized representatives may inspect each Leased Vehicle. Lessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of making or not malting any such inspection. 24. SECURITY INTEREST. In the event any court determines that this Lease is not a true lease, then Lessee hereby grants Lessor a security interest in the Leased Vehicle(s) and this Lease Agreement, together with all accessions, replacements and substitutions therefor or thereto and proceeds thereof. Lessor is authorized to file this Lease Agreement or any financing statements with respect to this Lease Agreement or the Leased Vehicle(s). Any such filing shall not be deemed evidence of any Intent to create a security Interest under the Uniform Commercial Code. Lessee authorizes Lessor to insert In this Lease Agreement serial numbers, other identification data of the Leased Vehicles when determined by Lessor and dates render this Lease Agreement complete. FC17939 Jul 97 (Only Oct 93 edition also may also be used)-1/21/99 - CA#,,CUSTCREDITACCT-, Page 3 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE IN WITNESS WHEREOF, the parties have duly executed this agreement this LESSOR FORD MOTOR CREDIT COMPANY By: Title: X _ day of 19 LESSEE City of Vernon By: Titter Mayor MODIFICATION: This Lease Agreement sets forth all of the agreements of the Lessor and the Lessee for the lease of the Leased Vehicles. There Is no other agreement. Any change in this Lease Agreement must be In writing and signed by the Lessee and Ford Credit. Lessee: City of Vernon BY; ATTEST BY: BRUCE V. MALKENHORST City Clerk APPROVED AS TO FORM: :::" D VID B. BREARLEY City Attorney FC17939 Jul 97 (Only Oct 93 edition also may also be used) - 1/21/99 - CA#,,CUSTCREDITACCT- Page 4 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE EXHIBIT 1 MINIMUM VEHICLE RETURN STANDARDS Leased Vehicles returned to lessor pursuant to Paragraph 12 must meet the following oondftions/standards: 1) No body damage in excess of $100. 2) New air filter as recommended in the Ford Service Maintenance Guide. 3) Sound mechanical operating condition. 4) No frame, fire or water damage (any Leased Vehicles returned with such damage will be treated as a loss under Paragraph 13 of the Lease). 5) No severe body damage which has been poorly repaired. 6) No glass damage. 7) All tires must have 4/32" tread remaining, including the spare, and all tires must meet Ford original equipment standards and must be matched. 8) No carpet or upholstery damage, including bums and stains. 9) All original factory equipment as noted on the factory invoice must be on the vehicle. Missing parts (bodyside moldings, wheel covers, spare tire, etc.) are to be replaced before the car is returned. All parts must meet Ford original equipment standard. x FC17939 Jul 97 (Only Oct 93 edition also may also be used) - 1/21/99 - CA#«CUSTCREDITACCT,, Page 5 COMMERCIALEASE LEASE AGREEMENT - 1999 RANGER ELECTRIC VEHICLE NET LEASE City of Vernon, a municipality organized under the laws of the State of_CA hereby leases from Ford Motor Credit Company, a Delaware corporation ("Lessor"), and Lessor hereby leases to Lessee, vehicles (hereinafter called "Leased Vehicles") designated and described from time to time in one or more Supplements ("Supplement(s)") hereto for use in lease service upon the following terms and conditions: 1. USAGE. All Leased Vehicles shall be leased by Lessee for use in Lessee's business in accordance with all applicable governmental and insurer requirements and limitations. All Leased Vehicles shall be inspected, prepared and equipped by Lessee in a manner approved by Lessor. No Leased Vehicle shall be removed from the United States. 2. TERM. The term of lease as to each Leased Vehicle shall be as designated in the applicable Supplement. The lease of a Leased Vehicle shall expire on the later of (a) the date specified in the Supplement therefor, or (b) the date on which such Leased Vehicle Is returned to Lessor in an acceptable condition in accordance with Paragraph 12 hereof. 3. LEASE CHARGE. (a) The monthly/ yearly/ single payment lease charge for each Leased Vehicle shall be based on the lease rate for such Leased Vehicle set forth in the Supplement applicable to such Leased Vehicle. Lessee shall pay the monthly/ yearly/ single payment lease charge to Lessor for each Leased Vehicle in the amount(s) and on the date(s) set forth in the Supplement(s) to this Lease Agreement. In the event any monthly or other lease charges hereunder are not paid promptly when due, Lessee shall pay to Lessor, as an additional lease charge, interest on such overdue payment from the due date of such payment at a rate equal to the lesser of (1) 15% per annum or (ii) the maximum rate permitted by applicable law. All lease charges are due on the first day of each calendar month of the lease term. Lessee shall pay promptly to Lessor or its assignee as directed by Lessor, all lease charges payable by it under this Lease Agreement without notice or demand and shall not be entitled to assert any set-off, counterclaim, deduction, recoupment or other defense for any reason. (b) Lessor understands that Lessee may receive from manufacturers and vendors of the Leased Vehicles volume discounts, fleet rebates and dealer holdbacks ("Dealer Incentives") with respect to the Leased Vehicles, and Lessor has agreed that Lessee may retain any and all Dealer Incentives Lessee may receive as a result of leasing such Leased Vehicles with no duty to account to Lessor for such Dealer Incentives, except as may otherwise be agreed by the parties under a separate agreement. 4. REGISTRATION AND TAXES. Lessee shall, at Lessee's own expense, register, title and license each Leased Vehicle in the manner prescribed by Lessor so as to maintain Lessor's ownership and insurable interest in the Leased Vehicle and forward such title to Lessor at Ford Credit Credit Company, Commercial Lending Services, P.O. Box 39, Orange, CA 92856-0039. Lessee shall provide to Lessor any documentation pertaining to a Leased Vehicle as Lessor may from time to time request. Lessee shall be responsible for determining taxes due and shall pay all such taxes and other charges and expenses whatsoever with respect to each Leased Vehicle, and file all reports attendant thereto; except for the Federal Highway Use Tax which the Lessor shall pay. The cost of this tax will be charged to Lessee annually. Lessee shall promptly pay such charge when billed. additions to a Leased Vehicle so long as Lessee obtains Lessor's prior written consent and such additions are readily removable without any damage to the Leased Vehicle. Any dealer installed modifications, alterations or additions, the cost of which are included in the Capitalized Cost of a Leased Vehicle, as set forth in the Supplement therefor, shall be the property of Lessor. 6. RISK OF LOSS, MAINTENANCE AND INSPECTION. Lessee shall bear, and indemnify Lessor against, any damage, loss, theft or destruction of each Leased Vehicle caused by negligence or willful misconduct and shall maintain and repair each Leased Vehicle in accordance with manufacturer requirements and recommendations. Lessee shall permit representatives of Lessor to inspect each Leased Vehicle from time to time at reasonable intervals. 7. INSURANCE. Lessee shall provide, or cause to be provided, on each Leased Vehicle during the lease term thereof insurance with coverage and amounts not less than the following: 5. OPERATING EXPENSES, MODIFICATIONS. (a) Lessee shall pay, or provide for the payment of, all operating expenses of each 8. Leased Vehicle, including without limitation, grease, antifreeze, adjustments and repairs (except those covered by Ford Motor Company's warranty and policy adjustments), and storage, fines, towing and servicing. Repairs to Leased Vehicles must be made using only Ford Authorized Replacement Parts. (b) Lessee shall not make any additions, afterations or modifications to the Leased Vehicle; provided, however, that Lessee may make Cars and Light Trucks $100,000 bodily injury, $300,000 bodily injury per accident, $50,000 property damage. Collision and Comprehensive coverage with deductible not to exceed $1,000.00. Lessee shall cause each insurance policy issued pursuant to this Paragraph 7 to provide that (i) Lessor, as owner and Lessor of the Leased Vehicles, shall be insured as its interest may appear and (ii) if such policy is to be canceled or materially changed for any reason, such insurer will promptly notify Lessor, and such cancellation or change will not be effective as to Lessor for 20 days after receipt by Lessor of such notice unless the Lessee is self insured. Lessee shall deliver to Lessor copies of each insurance policy required by this Paragraph 7 upon execution hereof and -copies of each renewal policy not less than 30 days prior to thg'expiration of the original policy or preceding renewal policy, as the case may be, and the Lessee shall deliver to Lessor receipts or other evidence that the premiums thereon have been paid. In the event Lessee is self insured, Lessee shall provide Lessor a certificate of insurance in lieu of a copy of an insurance policy. Lessee shall bear the entire risk of the Leased Vehicle being lost, destroyed, damaged or otherwise rendered permanently unfit or unavailable for use while the vehicle is under Lessee's control. Lessee, at Lessee's own expense, shall provide, or cause to be provided, any other insurance and post any bonds required by any governmental authority with respect to the operation of any Leased Vehicle. All such insurance shall protect Lessor, Lessee, any other person having an interest in the Leased Vehicle (if desired) and, except for any additional blanket liability insurance, any person leasing or driving the Leased Vehicle with valid permission. If any claim is made or action commenced for personal injury or death or properly damage in connection with any Leased Vehicle, Lessee shall promptly notify Lessor and furnish a copy of each process and pleading received in connection therewith and diligently defend against such claim or action and/or cooperate in the defense thereof. Lessee shall promptly furnish to the insurance carrier , if any, a report of any accident involving a Leased Vehicle on the form furnished by such carrier. PERFORMANCE BY LESSOR. If Lessee shall fail for any reason to perform any provision hereof to be performed by Lessee, Lessor may (but shall not be obligated to) perform the same without relieving Lessee of its obligation in respect thereof and Lessee shall reimburse Lessor upon demand for any costs and expenses incurred by Lessor in connection with such performance. FC17939 Jul 97 (Only Oct 93 edition also may also be used) - 1/21/99 - CA#�,CUSTCREDITACCT,, page 1 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE 9. EARLY TERMINATION. (a) Lessee may terminate the lease of any Leased Vehicle prior to the expiration of the term thereof by giving Lessor 30 days prior written notice of its election to terminate such lease. The effective date of such termination shall be the date on which such Leased Vehicle is returned to Lessor in the manner and condition required by Paragraph 12 hereof. (b) Lessor shall sell or re -lease the Leased Vehicle within a reasonable period of time after its return. The sale may be public or private and with or without notice to Lessee, shall be at wholesale, and shall be for cash payable in full upon delivery of the Leased Vehicle and its title papers to purchaser. (c) Within 60 days after written notice from Lessor, Lessee shall pay Lessor (i) the monthly lease charge for the month in which the termination occurs, (ii) any other monthly or other lease charges, then due and owing, and (iii) an amount equal to the applicable Early Termination Value (as defined below) of such Leased Vehicle on the effective date of termination less the Net Proceeds (as defined below) from the sale of such Leased Vehicle. "Net Proceeds" shall mean the amount received on a sale or lease of the Leased Vehicle less all expenses incurred by Lessor in selling or leasing the Leased Vehicle and all debts incurred by Lessee which, if not paid, might constitute a lien on the Leased Vehicle or a liability of Lessor. In the event that Lessee has paid on an annual payment or single payment method, Lessor shall refund to Lessee the difference between Lessor's Leased Vehicle disposal costs and the remaining portion of the payment credit. 10. FINANCE LEASE. Lessee hereby acknowledges and agrees that it has read this Lease Agreement prior to signing this Lease Agreement. Furthermore, Lessee acknowledges and understands that (i) (" ENTER DEALER NAME") is supplying the Leased Vehicle to Lessor for lease to Lessee; (ii) Lessee is entitled under Article 2A of the Uniform Commercial Code to the promises and warranties, Including those of any third party, provided to the Lessor by the Dealer; and (ill) the Lessee may communicate with the Dealer and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies. 13. 11. INDEMNITY. Lessee shall indemnify and hold Lessor, its agent and employees, harmless against any and all losses, claims, damages or expenses (including attorney's fees) connected with or arising out of the negligent management, control, use, storage, condition or operation of each Leased Vehicle, or any default by Lessee in the performance of any of its obligations hereunder. Lessee shall promptly notify Lessor of any such claim. 14. 12. RETURN OF LEASED VEHICLE. Upon the expiration or termination of the lease of any Leased Vehicle, at Lessee's sole expense, Lessee will return each Leased Vehicle to a reasonable location designated by Lessor. Each Leased Vehicle upon its return shall be in good working order and operating condition and shall meet the conditions set forth in Exhibit I below, ordinary wear and tear expected. Unexpired license plates shall be returned with each Leased Vehicle where required. In all other jurisdictions, Lessee will promptly destroy or promptly effect transfer of the unexpired license plates from returned Leased Vehicles. The monthly lease charges or fair market monthly rentals, as the case may be, will continue for any Leased Vehicle not returned in accordance with this Paragraph 12. As used herein "ordinary wear and tear" will be determined in accordance with the following: (1) Exterior. Paint chips or nicks, regardless of the amounts prevailing on any particular panel, paint scrapes, scratches and scuff marks which have not penetrated through to the sheet metal surface, nicked or scratched bright metal, and bumper and wheel cover scratches, scuffs and minor dents shall be considered ordinary wear and tear. (2) Intedo . Soiled upholstery and carpeting and small nicks and dents in the body panels will be considered ordinary wear and tear. Rips, tears, splits, stains or bums on, or missing, headliner, seat cushions, backrests, door trim, carpets, padded dash or trunk trim will not be considered ordinary wear and tear. Vehicles on which soft trim panels have been replaced or carpet burns have been repaired will be accepted as long as such replacement or repair is not evident. (3) Glass. Broken, missing, chipped, pitted, cracked or discolored glass will not be considered ordinary wear and tear. (4) Tires. Each Vehicle must be returned with four matching tires and standard factory spare, all of which must have no less than 4/32 inch tread remaining. White side wall scrapes, scuffed white walls and normal fire repairs will be considered ordinary wear and tear. Lessee will replace any tire not meeting these requirements with a lire meeting these requirements and matching the other tires as to size, width, tread design, and white wall design and size. Matching tire brands is not required. If Lessor has not received the Leased Vehicle title pursuant to Paragraph 4 hereof to permit sale of such Leased Vehicle or such Leased Vehicle is not returned in the manner or condition required by this Paragraph 12, Lessee will pay Lessor the then applicable Early Termination Value (as defined below) and Lessor will transfer all of its rights and title and interest in such Leased Vehicle to Lessee. LOSS OF LEASED VEHICLE. In the event that the Leased Vehicle suffers a total loss or is stolen prior to the end of its lease term, Lessee shall pay the monthly lease charge for the month in which such loss or theft occurs and the applicable early termination value ("Early Termination Value") for such Leased Vehicle determined by Lessor at the commencement of the lease for such Leased Vehicle in accordance with Lessors procedures with respect thereto in effect at such time and set forth in a schedule maintained by Lessor. The Early Termination Value for a Leased Vehicle applicable for a particular month during the term of the lease of such Leased Vehicle will be set forth in a statement corresponding to such month provided to Lessee by Lessor. Such statements will be provided to Lessee each month during the term of the lease of such Leased Vehicle. To the extent of payment by the Lessee pursuant to this Paragraph 13, any insurance proceeds shall be for the account of Lessee. TERMINATION. (a) Lessor may terminate this Lease Agreement at any time with respect to any or all of the Leased Vehicles by written notice to Lessee upon the occurrence of any of the following events of default: (i) failure to pay any monthly lease charge or any other sum payable to Lessor hereunder, or (ii) failure or refusal by Lessee to perform any other provision hereof to be performed by Lessee, or (III) any representation or warranty made by Lessee shall prove to be false or misleading in any material respect as of the date on which the same was made, or (iv) the filing of any petition by or against Lessee under any bankruptcy or insolvency law or the making by Lessee of any assignment for the benefit of creditors or the appointment of any trustee or receiver for all or any part of Lessee's business or assets or the assignment (voluntary or involuntary) of Lessee's interest in any Leased Vehicle or the attachment of any lien or levy on any Leased Vehicle (unless such petition, assignment, appointment, or attachment is withdrawn or nullified within two days). Upon such termination, the Leased Vehicle(s) shall be delivered to Lessor by Lessee in the manner and condition required by Paragraph 12 hereof and Lessee shall pay to Lessor the amounts provided for in Paragraph 9(c) hereof. If Lessee fails to return the Leased Vehicle(s), Lessor may repossess the same at any time wherever the same may be located and may enter upon the premises of Lessee for the purpose of repossessing the Leased Vehicle(s), and shall hold the same when so repossessed free and clear of this Lease Agreement and any rights of Lessee therein. FC17939 Jul 97 (Only Oct 93 edition also may also be used)-1/21/99 - CA#,,CUSTCREDITACCT,, Page 2 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE Lessee agrees to pay to Lessor reasonable attorney fees if this BETWEEN LESSOR AND LESSEE, LESSEE LEASES THE Lease Agreement is placed with an attorney other than an employee LEASED VEHICLES "AS IS." IN NO EVENT SHALL LESSOR BE of Lessor for collection. LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED. (b) Upon notice to Lessee, which shall be effective immediately CALIFORNIA LESSEE EXPRESSLY WAIVE THE PROVISIONS upon receipt thereof, Lessor may at any time, as its sole discretion, OF SECTIONS 1955 AND 1957 OF THE CIVIL CODE OF THE terminate Lessee's right to lease additional Leased Vehicles under STATE OF CALIFORNIA. this Lease Agreement. 15. FORCE MAJEURE AND NO CONSEQUENTIAL DAMAGES. Lessor and Lessee shall not be liable for any failure or delay in delivering any Leased Vehicle ordered for lease pursuant to this Lease Agreement, or for any failure to perform any provision thereof, resulting from fire or other casualty, riot, strike or other labor difficulty, governmental regulation or restriction, or any cause beyond Lessor's and Lessee's control. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCONVENIENCES, LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY LEASED VEHICLE, AND THERE SHALL BE NO ABATEMENT OR SET-OFF OF MONTHLY LEASE CHARGES BECAUSE OF THE SAME. 16. ASSIGNMENT; SUBLEASE. Neither this Lease Agreement nor any right hereunder may be assigned by Lessee, in whole or in part, without the prior written consent of Lessor, which permission shall not be unreasonably withheld. Lessee will not, without the prior written consent of Lessor, sublease or otherwise deliver, transfer or relinquish possession of a Leased Vehicle. If Lessor so consents to a sublease of a Leased Vehicle (1) the term of such sublease (including any renewal term) shall not extend beyond the term of lease for such Leased Vehicle provided herein, (ii) such sublease shall prohibit any further subleasing by the sublessee, (III) such sublease shall provide that the rights of any sublessee thereunder shall be subject and subordinate to the terms of this Lease Agreement and rights and interests of Lessor in such Leased Vehicle, Including, without limitation, the right of Lessor to repossess such Leased Vehicle and to void such sublease upon any repossession, (iv) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease Agreement to the same extent as if such sublease had not occurred, (v) such sublease shall contain appropriate provisions for the maintenance and Insurance of such Leased Vehicle, (vi) such sublease shall provide that it is assigned to Lessor for security purposes and (vii) such sublease shall provide that Lessor shall be permitted to proceed directly against the sublessee to enforce the sublessee's obligations thereunder. The review or approval by Lessor of a sublease agreement shall not constitute a waiver of any of the foregoing conditions or an acknowledgment that any of such conditions have been met. In the event of termination of this Lease Agreement pursuant to Paragraph 14 hereof, Lessor may require that all rentals or other proceeds of any sublease be endorsed or remitted to Lessor or deposited to Lessors account in the same form received by Lessee, or may require that sublessee make such payments directly to Lessor. Lessee will obtain the execution of a consent to assignment by sublessee to Lessor and Lessee shall fumish such other documents to perfect such assignment as Lessor shall require. Lessor may assign all or any part of Lessor's right, title and interest in this Lease. 17. NO WARRANTIES. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER, THE AGENT OF THE MANUFACTURER, OR THE DISTRIBUTOR OF THE LEASED VEHICLES HEREUNDER. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THE FITNESS, SAFENESS, DESIGN, MERCHANTABILITY, CONDITION, QUALITY, CAPACITY OR WORKMANSHIP OF THE LEASED VEHICLES NOR ANY WARRANTY THAT THE LEASED VEHICLES WILL SATISFY THE REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, AND AS 18. NOTICES. Any notice required or permitted by this Lease Agreement shall be in writing and given by personal delivery or sent by United States Mail, postage prepaid, addressed to the intended recipient at the Lessee's current billing address. 19. NO IMPLIED WAIVERS. The waiver by either party of, or failure to claim, a breach of any provision of this Lease Agreement shall not be deemed to be a waiver of any subsequent breach or to affect in anyway the effectiveness of such provision. 20. MISCELLANEOUS. This Lease Agreement shall constitute the entire agreement between the parties and may not be changed except by an instrument in writing, signed by the party against whom the change is to be enforced. 21. WAIVER OF DEFENSES, SECURITY. Lessee's obligations to Lessor under the terms of this Lease Agreement shall not be subject to any reduction, abatement, defense, . counterclaim, set off or recoupment which Lessee may now or hereafter claim against Lessor. The Leased Vehicle(s), including all attachments and accessories thereto, whether now or hereafter installed thereon, and the proceeds thereof, including, but not limited to the lease charges, proceeds of sale, exchange or other disposition thereof, and the proceeds of any damage claim and or insurance covering the Leased Vehicle(s), or any part thereof, and the proceeds due or to become due from Lessee and or any sublessee or a third party shall secure all indebtedness of the Lessee under this Lease Agreement and any and all indebtedness of the Lessee to Lessor. 22. LESSEE'S WARRANTIES. Lessee warrants that (1) Lessee is and shall at all times hereafter be duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized and it has duly authorized the execution, delivery and performance of this Lease Agreement; (ii) this Lease Agreement has been duly and validly executed and delivered by Lessee and constitutes the valid and binding obligation of Lessee; and (III) all financial statements presented to Lessor have been prepared in conformity with generally accepted accounting principles consistently applied and fairly and accurately present Lessee's financial condition and Income as of the date given and since the date of such financial statements there has been no material adverse change in the financial condition of Lessee or any guarantor of Lessee's obligation hereunder. 23. INSPECTION; During normal business hours, Lessor and its authorized representatives may inspect each Leased Vehicle. Lessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of making or not making any such inspection. 24. SECURITY INTEREST. In the event any court determines that this Lease is not a true lease, then Lessee hereby grants Lessor a security interest in the Leased Vehicle(s) and this Lease Agreement, together with all accessions, replacements and substitutions therefor or thereto and proceeds thereof. Lessor is authorized to file this Lease Agreement or any financing statements with respect to this Lease Agreement or the Leased Vehicle(s). Any such filing shall not be deemed evidence of any Intent to create a security interest under the Uniform Commercial Code. Lessee authorizes Lessor to insert in this Lease Agreement serial numbers, other identification data of the Leased Vehicles when determined by Lessor and dates render this Lease Agreement complete. FC17939 Jul 97 (Only Oct 93 edition also may also be used) - 1/21/99 - CA#�,CUSTCREDITACCT,- Page 3 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE X IN WITNESS WHEREOF, the parties have duly executed this agreement this 1 s t day of Ap r i 1 19 99. LESSOR FORD MOTOR CREDIT COMPANY By: Trde: �— LESSEE City of Vernon By. YG Tflle>6 ayor MODIFICATION: This Lease Agreement sets forth all of the agreements of the Lessor and the Lessee for the lease of the Leased Vehicles. There Is no other agreement. Any change in this Lease Agreement must be in writing and signed by the Lessee and Ford Credit. Lessee: City of mon By7 A - � Title: Purchasing Agent ATTEST BY: BRUCE V. MALKENHORST City Clerk APPROVED AS TO FORM: t DAVID B. BREARLEY City Attorney FC17939 Jul 97 (Only Oct 93 edition also may also be used)-1/21/99 - CA#,4CUSTCREDITACCT,, Page 4 COMMERCIALEASE LEASE AGREEMENT -1999 RANGER ELECTRIC VEHICLE NET LEASE EXHIBIT I MINIMUM VEHICLE RETURN STANDARDS Leased Vehicles returned to Lessor pursuant to Paragraph 12 must meet the following conditions/standards: 1) No body damage in excess of $100. 2) New air filter as recommended in the Ford Service Maintenance Guide. 3) Sound mechanical operating condition. 4) No frame, fire or water damage (any Leased Vehicles returned with such damage will be treated as a loss under Paragraph 13 of the Lease). 5) No severe body damage which has been poorly repaired. 6) No glass damage. 7) All tires must have 4/32" tread remaining, including the spare, and all tires must meet Ford original equipment standards and must be matched. 8) No carpet or upholstery damage, including bums and stains. 9) All original factory equipment as noted on the factory invoice must -be on the vehicle. Missing parts (bodyside moldings, wheel covers, spare tire, etc.) are to be replaced before the car is returned. All parts must meet Ford original equipment standard. FC17939 Jul 97 (Only Oct 93 edition also may also be used) - 1/21/99 - CA#,,CUSTCREDITACCT» Page 5 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 v n 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. STY= VERNON, CALIFORNIA PURCHASE REQUISITION 43788 DEPARTMENT: REQUESTOR NAME: DATE: SUGGESTED VENDOR: PHONE NO.: ( ) VENDOR ADDRESS: FAX #: CONTACT PERSON: REQUIRED DELIVERY OR SERVICE DATE: DELIVERY OR SERVICE LOCATION: ACCOUNT NO.: ITEMS BUDGETED YES NO a a , Ive i a 9 4 R �e r L N; col Me% ( %�ya� r i e $�5;66g-g r �p m'1t�5 -�QLs_d -e A SubTotal: Tax: $0.00 Shipping: SCHEDULED DELIVERY DATE: Total: �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 Department D artment Head or Authorized Person ISSUED BY DATE RECEIVED BY DATE PURCHASE ORDER NUMBER J\ PURCHASING DEPARTMENT