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HomeMy WebLinkAboutAGMT - American Honda Motors (Electric Vehicle) • - E v/2 l.7 4 IECEWEID APR 0 9 1999 AMERICAN HONDA MOTOR CO., INC. HONDA ELECTRIC VEHICLE FLEET LEASE AGREEMENT THIS LEASE AGREEMENT ( "AGREEMENT ") , DATED Apr, I ( z, 19// _r l (� / IS BETWEEN AMERICAN HONDA MOTOR CO., INC., LOCATED AT 1919 TORRANCE BLVD., TORRANCE, CA, 90501 ( "HONDA "), AND THE CITY OF SEAL BEACH LOCATED AT 211 8 STREET, SEAL BEACH, CA 90740 ( "LESSEE "). HONDA and LESSEE, for the considerations set forth below, agree: SECTION 1. Vehicles Leased: Term of Lease. HONDA leases to LESSEE, on terms set forth in this Agreement, the Electric Vehicles ( "EVs ") described in Schedule A attached hereto (collectively referred to hereinafter as the "Vehicles "), and any additional schedules subsequently executed, which schedules are made a part of this Agreement with the same force and effect as if this Agreement were rewritten and reexecuted at the time each such separate schedule is made a part of this Agreement, for a term for each separate Vehicle beginning on the date each such Vehicle is delivered to LESSEE as set out in such schedule, and continuing thereafter for three (3) years or as otherwise terminated as provided herein. The Vehicles are to be used in the normal and ordinary course of LESSEE's business at the location set forth in the applicable attached schedule for the respective Vehicle ( "garaging address ") upon the terms and conditions set forth in this Agreement and as set forth respectively in the applicable schedule now and hereafter made a part of this Agreement. SECTION 2. Nature of Contract. This is a contract of leasing only. LESSEE does not, by this Agreement or otherwise, acquire any right, title or interest m or to the property described in this Agreement. SECTION 3. Payment of Rentals. LESSEE agrees that it will timely pay the rental payment(s) as identified on Attachment 1 hereto. All rentals shall be paid by LESSEE to HONDA at HONDA's address designated in Attachment 1 hereto, or to such other person or organization as HONDA may designate from time to time in writing provided to LESSEE, or as designated in writing by an assignee of this Agreement. If rental payments are not made within 30 days of the due date specified in Attachment 1 hereto, a late fee, in the amount specified on Attachment 1 hereto, will accrue and be added to the remaining balance due HONDA. SECTION 4. Vehicle Registration. All Vehicles subject to this Agreement will bear license plates, and the titles to such Vehicles will be registered in the name of HONDA. HONDA, through the Vehicle dealer, shall cause the Vehicles to be registered. The annual registration or license fees will be paid by LESSEE. SECTION 5. Delivery of Vehicles. HONDA will use all reasonable diligence to deliver the Vehicles leased under this Agreement to LESSEE upon the execution of this Agreement and any supplement to it, but will not be liable to LESSEE for any delays in the delivery of such Vehicles, if HONDA shall have exercised reasonable diligence to do so. SECTION 6. Use of Vehicles. LESSEE will not: A. Allow unlicensed drivers to operate the Vehicles; B. Allow any driver other than the LESSEE's employees, authorized Roadside Assistance company, authorized Honda EV servicing dealer, or HONDA employees to drive any Vehicle; LESSEE's employee(s) authorized by the LESSEE to provide "ride & drives" of electric vehicles may allow licensed drivers to operate the vehicle for short periods, not to exceed three days, as long as the driver agrees to the use restrictions of this contract, and LESSEE remains fully responsible for all provisions of this contract. C. Use or allow any Vehicle to be used illegally, improperly, for hire or as a public conveyance or to transport or permit any hitchhikers to ride in any Vehicle; D. Use or allow the use of any Vehicle in any way that causes cancellation or suspension of insurance or causes the manufacturer's warranty to become void; 1 E. Use or allow any Vehicle to be used to pull a trailer or another vehicle; F. Drive or allow any Vehicle to be driven in a reckless or negligent manner; G. Remove or allow to be removed any Vehicle from California or from areas of service availability specified by the manufacturer; H. Alter, mark or install accessories or equipment in or on any Vehicle (including cellular phones, two -way radios, etc.) or affix, attach or install any stickers, decals or labels on or in any Vehicle except where advance written authorization to install the same is obtained from HONDA. I. Initiate repairs of any Vehicle, including emergency repairs, except as authorized and directed by HONDA, or have any repair work or servicing done on any Vehicles other than by the Honda EV Plus service dealers designated by HONDA; J. Disassemble, dismantle, tamper with or attempt to reverse engineer any Vehicle, even if LESSEE (or anyone else) reassembles such Vehicle, or allow anyone else to disassemble, dismantle, tamper with or attempt to reverse engineer any Vehicle, even if reassembled; K. Conduct any testing on or to any Vehicle, without prior, written approval from HONDA; or L. Participate in any formal research project relating to electric vehicles without receiving advanced written authorization from HONDA. M. Use any device to fuel the Vehicles other than: a) the 110V /15A charging cord/connector which comes standard with the vehicle, or b) a 220V/40A electric vehicle charging device that meets SAEJ1772 standards and is confirmed by HONDA to be compatible with Vehicles. If LESSEE shall (or shall allow any person to) participate in any such research project without authorization from HONDA, or disassemble, dismantle, tamper with or attempt to reverse engineer any Vehicle, or conduct any testing on or to any Vehicle, then LESSEE shall be subject to litigation brought by HONDA or its designee, and HONDA shall be entitled to seek all remedies, including damages from LESSEE. SECTION 7. Maintenance and Warranty Repairs. A. LESSEE will ensure that the Vehicles are serviced: (a) in strict accordance with the owner's manual and in accordance with the manufacturer's minimum recommendations, (b) when there is a dash warning /indicator indicating that service or repair is necessary, and (c) as requested by the manufacturer in connection with any recall or product update campaign. B. LESSEE shall refer to information provided by HONDA conceming how and when to service the Vehicles, and LESSEE shall have all service work performed only by an authorized Honda EV Plus service dealer in the service availability area specified by the manufacturer. C. If serviced in accordance with the manufacturer's and/or HONDA's recommendations, the costs of such service shall not be the responsibility of LESSEE, provided that for each Vehicle serviced as required hereunder, LESSEE has all such service validated and provides proof to HONDA that such service was performed. The cost of any repairs required to be made to any Vehicle due to LESSEE's (or any of its agents' or employees') misuse, neglect, abuse or failure to follow preventive maintenance schedules will be the sole responsibility of LESSEE. D. The exterior of the Vehicles shall be regularly washed and waxed, and the interiors shall be maintained clean and free of debris, at LESSEE's expense. E. HONDA will be responsible for all fees and expenses related to replacing and maintaining tires and batteries. LESSEE will not (and will not allow any of its agents or employees to) operate any of the Vehicles on a flat tire or on any tire or tires which do not contain sufficient air pressure to prevent damage to the tires other than ordinary wear and tear. F. LESSEE will allow HONDA to perform additional service or replace parts, at any time, and shall cooperate in arranging to have such service performed. 2 • SECTION 8. Insurance. LESSEE shall, at its sole cost, provide and maintain throughout the applicable rental period (defined in Section 1 above) for each Vehicle, a policy (or policies) of. automobile liability insurance containing coverage in the amounts listed below, and such exceptions and exclusions which are ordinarily contained in automobile liability insurance policies written for the locality where the Vehicles are normally stored. Such policy or policies will insure HONDA and LESSEE and their respective agents and employees with respect to liability as a result of the ownership, maintenance, use or operation of Vehicles furnished by HONDA to LESSEE pursuant to this Agreement. The insurance will be primary, and not excess or contributory, with respect to any accident involving such Vehicles, and will afford bodily injury liability limits of not less than $100,000 for injury or death of one person in any one accident and subject to such limit per person to a total liability of $300,000 for all persons injured or killed in the same accident, and $50,000 for damage, destruction and/or loss of use of property as a result of one accident. The policy (or policies) must be written by an insurance company and in a form acceptable to HONDA. LESSEE shall provide proof of insurance to HONDA upon request. In the event LESSEE shall fail to pay for or provide any insurance as required hereunder, HONDA at its option may pay for such insurance and add the amount paid to the sums due from LESSEE. SECTION 9. Notification of Accident or Damage to Vehicles. A. LESSEE will promptly notify its insurance company and HONDA (or its designee as provided in Attachment 2 hereof) of any and all accidents, thefts or other damage, and any other incidents that may result in an insurance claim, both by telephone (on the same day of the accident or, in cases of an extreme circumstances when same day notification is not possible, as soon as practicable thereafter) and in writing addressed to HONDA as specified on Attachment 2 hereto (or as otherwise designated in writing by HONDA from time to time). The notice to HONDA shall provide the following information: insurance company name, policy number, agent, agent's telephone and agent's address, the location of the Vehicle, the nature and cause of the damage and the date such damage or loss occurred. B. LESSEE and the driver of the Vehicle involved in the accident or incident will cooperate with HONDA in the investigation of the accident and, if requested by HONDA, participate (at HONDA's expense) in the defense of any claims arising from such accident. C. LESSEE will deliver to the authorized Honda EV Plus service dealer designated by HONDA any Vehicle involved in an accident or which has been damaged.' D. Upon receipt of notification of accident or damage to a Vehicle, HONDA will arrange for, and be responsible for the cost of, all necessary repairs to the Vehicle with the following exceptions: 1. HONDA shall not be liable for cosmetic damage to any Vehicle (which includes, but is not limited to, minor scratches, rock chips and door dings), except that such damage may be repaired at HONDA's sole discretion; 2. Expenses of repairs for damage caused by abuse or misuse of any Vehicle by LESSEE or its agents or employees will be LESSEE's sole responsibility. 3. HONDA shall not be responsible for the expenses of repairing any damage which, in the sole discretion of HONDA, renders any Vehicle a total loss; such damage shall be LESSEE's sole responsibility. 4. In all cases of repairs to any Vehicle necessitated by an accident or damage caused by LESSEE or its agents or where no third party is at fault, LESSEE will be responsible for up to the first $1,000 of repairs per Vehicle per incident made by HONDA to any Vehicle. In cases where the damage was caused by a third party and through no fault of LESSEE (or its agents or employees), HONDA shall be responsible for collecting any insurance proceeds from such third party. E. LESSEE shall cooperate with and assist HONDA in arranging and effecting all repairs of damage to the Vehicles. 3 SECTION 10. ,Substitute Vehicles During Service or Repairs. During such time as any Vehicle is undergoing service or repair, and if HONDA deems it impracticable to service or repair promptly such Vehicle, HONDA will, • in consultation with LESSEE, arrange for the temporary provision of another (non - electric) vehicle to LESSEE, through a third -party automobile rental company (with which LESSEE enters into a rental agreement), at HONDA's expense, subject to the following conditions: A. The type of substitution vehicle and the supplier of that vehicle shall be determined at the sole discretion of HONDA; B. HONDA shall not be obligated to provide a substitute vehicle to LESSEE if HONDA, in its sole discretion, considers the damage to the Vehicle undergoing repair sufficient to render that Vehicle a total loss; C. All expenses for repair of damage to any substitution vehicle provided hereunder, such as is typically covered by a "loss damage waiver" provision in rental car agreements, will be LESSEE's responsibility; D. Automobile liability insurance, covering injury to third parties, in the coverages specified in Section 8 above related to the operation of the substitution vehicle(s) shall be LESSEE's responsibility; and E. Regardless of whether a substitute vehicle is provided hereunder, the rent due HONDA for any Vehicle needing service or repairs will not be prorated or abated while the Vehicle is being serviced or repaired. SECTION 11. Vehicle Inspection. LESSEE agrees to allow (and to cause its agents and employees using the Vehicles to allow) HONDA to inspect the Vehicles at any reasonable time and place. SECTION 12. Indemnity. Except as otherwise expressly provided in this Agreement, LESSEE agrees to save HONDA harmless from all claims, losses, causes of action, and expenses, including legal expenses, arising from the loss, damage or destruction of any Vehicle, the abuse or misuse of any Vehicle, and for any costs related to the use or condition of the Vehicles. LESSEE will promptly pay all fines and tickets imposed on any Vehicle or any of drivers of a Vehicle during the applicable rental period hereunder for such Vehicle. If LESSEE fails to pay any such fines or tickets, HONDA may pay such fines or tickets on LESSEE's behalf, for which LESSEE will reimburse HONDA, together with a $20 administrative processing fee for each such fine or ticket paid by HONDA, unless such a fee is prohibited by law. LESSEE does not and shall not waive any rights it may have against the manufacturer of the vehicle or Honda for claims under the manufacturer's new vehicle warranty for product defect or product liability claims. SECTION 13. Liability for Contents. HONDA will not be liable for loss of or damage to any property left, stored, loaded, or transported in or upon any Vehicle leased by HONDA to LESSEE pursuant to this Agreement, whether or not due to the negligence of HONDA, its agents or employees. LESSEE will hold HONDA, its agents and employees, harmless from and indemnify them from and against all claims based on or arising out of such loss or damage. No right of HONDA under this Section may be waived except by prior written agreement of HONDA. SECTION 14. LESSEE's Representations and Warranties. LESSEE hereby represents and warrants to HONDA and to HONDA's successors and assigns as follows: (1) LESSEE is a public agency duly organized, validly existing and in good standing under the laws of the State of California and has full corporate power and authority to execute and deliver this Agreement and to perform fully its obligations hereunder; (2) LESSEE has taken all action needed to authorize the execution, delivery and performance of this Agreement and documents contemplated by this Agreement; (3) the person or persons executing and delivering this Agreement and documents contemplated by this Agreement are authorized to do so; (4) this Agreement constitutes a valid obligation of LESSEE, legally binding upon it and enforceable in accordance with its terms; (5) the execution, delivery and performance of this Agreement do not require any consent or approval which has not been obtained; and (6) none of the execution and delivery by LESSEE of this Agreement, or the consummation of the transactions contemplated hereby, or compliance by LESSEE with any of the provisions hereof, will (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or by -laws of LESSEE; (ii) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration under any contract or order to which LESSEE is a party or by which it or any of its properties or assets is bound; or (iii) constitute a violation of any law applicable to LESSEE. 4 SECTION 15. Additional Charges. LESSEE agrees to pay all storage charges, parking charges, and fines imposed in relation to any of the Vehicles. LESSEE will pay any fees (including vehicle registration and inspection fees) or taxes which may be imposed with respect to any Vehicle by any duly constituted governmental authority as the result of the LESSEE's (or any of its agents' or employees') use or intended use of any of the Vehicles, or upon any change in the Vehicles' garaging address specified on Schedule A hereto. SECTION 16. Roadside Assistance. Roadside Assistance shall be provided, at no cost to LESSEE, by HONDA (or its designee) to LESSEE. Roadside Assistance shall be limited to no more than 150 miles from the garaging address specified for each Vehicle on Schedule A hereto. LESSEE's (or its agents' or employees') abuse of Roadside Assistance may result in additional charges to LESSEE. SECTION 17. Default. LESSEE shall be in default hereunder if any of the following occurs: A. Payment of any sums due hereunder more than 30 days beyond the date due; B. Initiation of any proceeding in bankruptcy or insolvency by or against LESSEE; C. The filing or initiation of any proceeding in receivership by or against LESSEE or LESSEE's property, or if LESSEE makes an assignment for the benefit of creditors; D. A voluntary assignment of LESSEE's interest under this Agreement; E. LESSEE's failure to comply with the insurance requirements of this Agreement, or the expiration or cancellation of any policy of insurance agreed to be paid for by LESSEE, or the cessation in force according to its original terms of such insurance, or of any extension or renewal of such insurance; F. LESSEE failure to service or maintain the Vehicles as required in this Agreement. LESSEE shall be given a reasonable opportunity to cure; G. Loss, theft, destruction of any Vehicle or upon HONDA's determination that any Vehicle leased to LESSEE has been rendered unsuitable for use by LESSEE or its agents or employees; H. LESSEE's failure to answer any traffic summons or pay any traffic ticket or other fine imposed in regard to any Vehicle when due; I. The imposition of any lien on any Vehicle; J. Seizure or confiscation of any Vehicle for any reason by a law enforcement agency; K. LESSEE's breach of any other provision of this Agreement, if such breach materially impairs, in HONDA's sole discretion, the prospect of payment or the realization of HONDA's interest in the Vehicles; or L. LESSEE's breach of any provision of Section 6 (Use) hereof. In the event of any Default, HONDA may do any or all of the following without giving advance notice to LESSEE: (1) Take any reasonable measures designed either to correct the Default or to save HONDA from loss, in which case LESSEE will pay HONDA upon HONDA's request for the costs and expenses incurred in connection therewith; (2) Terminate the Agreement and LESSEE's rights to possess and use any of the Vehicles, in which case: (a) all Vehicles then subject to this Agreement (including any substitution vehicles, if any, provided hereunder) will be surrendered and delivered to HONDA, (b) HONDA may take possession of the Vehicles wherever they may then be found, with or without process of law, and for that purpose may enter on the premises of LESSEE, (c) HONDA shall be entitled to retain all rents and other sums paid by LESSEE under this Agreement with respect to all such Vehicles, and (d) LESSEE shall be responsible for payment of HONDA's costs of repossessing, storing and transporting the Vehicle as well as HONDA's costs of collection, including court costs and reasonable attorneys' fees, to the extent permitted by law; (3) Assess an early termination fee as set forth in Attachment 3, which LESSEE agrees to pay immediately; (4) Apply any security deposit amounts to amounts owed to HONDA; and/or (5) Pursue any other remedy permitted by law. SECTION 18. Early Termination (No Defaultl. .5 A. By HONDA. Prior to the end of the Term, HONDA may terminate this Agreement at any time, by providing written notice to LESSEE, and, if such election to terminate was made by HONDA in the absence of any Default, then HONDA will refund to LESSEE a prorata portion of any rental sums advanced to HONDA for the remaining period of the Lease so terminated. Upon receipt of such notice of termination, LESSEE must return all Vehicles provided hereunder to the nearest authorized Honda EV Plus service dealer, or make a similar arrangement with HONDA, within seven (7) business days of receipt of HONDA's written notice of termination. B. By LESSEE: If LESSEE elects to terminate this Agreement early, LESSEE will return all Vehicles provided hereunder to HONDA on the due date of a monthly Agreement payment. In such event, LESSEE will owe to HONDA, an early termination fee, as set forth on Attachment 3 hereto and Honda shall refund to LESSEE a prorata portion of any rental sums advanced to Honda for the remaining period of the Lease so terminated. In addition, LESSEE will owe to HONDA: (a) any due and unpaid rental payments and any other amounts owed, if any, arising from LESSEE's breach or failure to perform any provision of this Agreement, and (b) any official fees and taxes imposed in connection with such early termination. SECTION 19. Surrender of Vehicles. On expiration of the Term of this Agreement or upon any earlier termination as provided herein, LESSEE will surrender the Vehicles leased hereunder, in the same condition as when received, less reasonable wear and tear, and free from collision or upset damage, to HONDA at its address first set forth above or as otherwise designated by HONDA. Upon any termination hereunder (or the expiration hereof), HONDA may freely enter any premises occupied or controlled by LESSEE without giving prior notice to LESSEE to remove any Vehicles from LESSEE's possession. LESSEE shall pay to HONDA on demand all costs, charges. and expenses incurred by HONDA in so re- taking possession of the Vehicles. If LESSEE fails to promptly return the Vehicles (or any Vehicle) to HONDA as required hereunder, LESSEE will be obligated to pay HONDA a rental fee equivalent to the prorata portion of the rental payments due hereunder for all Vehicles held -over for the period of such hold -over; however, LESSEE acknowledges that its continued payment of rental under such circumstances is not to be construed as an extension of the Agreement or to confer rights in LESSEE to keep the Vehicle past the Agreement termination date. LESSEE shall pay for any loss or damage incurred by HONDA due to LESSEE's failure to return all Vehicles when due hereunder. SECTION 20. Odometer Disclosure Statement. Upon termination or expiration of this Agreement, LESSEE shall provide a signed written disclosure statement to HONDA for each Vehicle of the correct odometer mileage for such Vehicle, as required by federal law. LESSEE shall indemnify HONDA for any loss, claims, damage, costs and expenses (including attorneys' fees) which result from LESSEE's failure to promptly provide HONDA with the requisite written odometer disclosure statements. SECTION 21. Scheduled End of Agreement Liability. LESSEE's payment liability at the end of the rental period for any Vehicle will be the sum of (a) any rental payments due and unpaid, (b) any other amounts arising from LESSEE's failure, if any, to abide by its promises herein, (c) any sums relating to Excess Wear and Use (defined in Section 22 below), and (d) any official fees and taxes imposed in connection with the Agreement, less (e) any amounts due to Lessee from Honda under this agreement. SECTION 22. Excess Wear and Use. For each Vehicle, LESSEE will reimburse HONDA for the amount it would cost HONDA to repair excess wear and use of such Vehicle, whether or not Honda makes repairs. "Excess wear and use" includes, but is not limited to: (a) broken or missing parts or accessories, (b) interior rips, stains, burns or excessively worn areas, (c) missing wheels or tires (including spare), (d) neglect of proper maintenance intervals, (e) any condition which makes the Vehicle unsafe or unlawful to operate, or (f) safety equipment not in proper working order. SECTION 23. Waiver of Set -off. LESSEE hereby waives any and all future claims of set -off and abatement against any payments due hereunder and agrees to make all such payments in full, without any deduction, whatsoever of any nature and, without limitation, regardless of any set -off, equity or cross -claim on the part of HONDA against LESSEE. SECTION 24. Warranties. The Vehicles are covered by the manufacturer's new vehicle warranty. HONDA assigns to LESSEE all of the rights under the manufacturer's new vehicle warranty. • 6 HONDA LEASES THE VEHICLES HEREUNDER ON AN "AS -IS" BASIS AND LESSEE LEASES EACH VEHICLE IN WHATEVER CONDITION IT MAY BE IN. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER HONDA NOR ITS AFFILIATES LETS OR SUPPLIES THE VEHICLES TO LESSEE WITH OR SUBJECT TO ANY REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE CAPACITY, CONDITION, SUITABILITY OR FITNESS FOR PURPOSE, PERFORMANCE, USE, QUALITY OR MERCHANTABILITY OF THE VEHICLES, AND ALL SUCH REPRESENTATIONS, CONDITIONS AND WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED. NEITHER HONDA NOR ITS AFFILIATES SHALL BE LIABLE TO LESSEE FOR ANY LOSS, INJURY OR DAMAGE ARISING BY REASON OF THE SUPPLY OF OR INTERRUPTION OF SERVICE OR USE OF ANY VEHICLE LEASED UNDER THIS AGREEMENT. IN NO EVENT SHALL HONDA BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, LOSS OF BUSINESS, LOSS OF ANTICIPATED PROFITS OR ANY OTHER ECONOMIC LOSS, EVEN IF HONDA WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this Section are intended to be a complete exclusion and negation of any representations or warranties of HONDA, express or implied, with respect to the Vehicles and this Agreement that may arise pursuant to any law now or hereafter in effect, or otherwise (except as expressly provided herein). SECTION 25. Assignment. Lessee agrees not to assign, transfer, sublet, pledge or encumber any of its rights under this Agreement, the lease itself or any Vehicle or LESSEE's right to use any Vehicle. Lessee consents to and authorizes HONDA'S assignment of all rentals, charges, and other amounts payable by LESSEE to Honda, or to become payable. SECTION 26. Waiver. Failure of either party in any one or more instances to insist on the performance of any of the terms of this Agreement, or to exercise any right or privilege conferred under this Agreement, or the waiver of any breach of any terms of this Agreement will not thereafter be construed as a waiver of such terms, which will continue in force as if no such waiver had occurred. SECTION 27. Notices. Notices provided for under this Agreement will be deemed given when mailed to the addresses of the LESSEE and HONDA, as contained m this Agreement. LESSEE shall promptly notify HONDA of any change in LESSEE's address or of any garaging address for any Vehicle identified on Schedule A hereto. SECTION 28. Succession. This agreement will be binding on and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties to this Agreement. SECTION 29. No Option to Purchase. LESSEE has NO option to purchase any of the Vehicles hereunder, nor is this Agreement intended to create any such option. SECTION 30. Time of Essence. All times and dates in this Agreement shall be of the essence. SECTION 31. Governing Law /Severability. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of Califomia applicable to contracts made are to be performed wholly within that state and the parties hereby submit to the exclusive jurisdiction of the Federal or State courts within California. If any provision of this Agreement is unenforceable or invalid, that provision shall be severed from the remainder of the Agreement and the validity and enforceability of the remaining provisions shall not be affected or impaired. SECTION 32. Technology Rights /Confidentiality. LESSEE acknowledges that the Vehicles leased under this Agreement incorporate innovative technology developed by and proprietary to HONDA. LESSEE agrees to cooperate with HONDA in the evaluation of the new technology by responding to inquires from HONDA as to the performance, handling and use of the Vehicles, whether during the rental period for any Vehicle or after this Agreement has terminated, and by abiding by the requirements of the Agreement as to the maintenance and protection of the proprietary nature of the technology. LESSEE shall have no rights in any of the technology associated with the Vehicles or in any other connection or of the goodwill associated therewith. LESSEE expressly acknowledges that all such rights and goodwill are and shall remain vested in HONDA. LESSEE shall not do, and shall not authorize any third party to do, any act or thing which would or might invalidate or be inconsistent with the rights of HONDA in relation to the technology rights hereunder. LESSEE agrees to hold (and to cause its agents and employees to hold) in confidence the technology rights and all proprietary know -how, experience, data and other technical information received from or relating to HONDA using the same degree of care as that LESSEE 7 would use to protect its own proprietary information. The provisions of this Section shall survive the termination or - expiration of this Agreement. SECTION 33. Rights and Remedies Cumulative. The rights and remedies of HONDA under this Agreement are not exclusive, but cumulative and in addition to all other rights and remedies provided by law. SECTION 34. Amendments. This Agreement may not be amended, modified or supplemented in any manner, except by an instrument in writing signed on behalf of each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. HONDA: r, A : ERICAN HOND: MOTOR CO., INC. By: /�...or , Robert J. Bienenfeld, EV Program Manager, y1/2411 (SIGNATURE) (TYPED NAME) (TITLE) (DATE) LESSEE: TH CITY OFSEAL BEACH By _ _ , Keith R. Till City Manager 42,,99 (SIGNATURE) (TYPED NAME) (TITLE) (DATE) 8 . • Attachment 1. • Rental Payment Fees - Private Fleets Availability: The Honda EV PLUS is a limited production vehicle. Off-board charging equipment is not included in this price and must be purchased separately. Local Governments/Political Subdivisions These organizations may elect to make either a one -time payment at time of vehicle delivery (within thirty days), or an annual payment, due within thirty days of invoice, to be paid at the beginning of each annual term. This is shown, below, in table 2. Basic Program Manufacturer's Suggested Price $53,999 Honda Special Incentive to CA ($2,550) Local Incentives (to Honda? ($5,000) Capital Cost $46,449 Residual % 70.00% Annual Yield 7.37% Lease Term 36 Monthly Lease Fee $498.91 Total Six -Month Payments $2,993.47 Total Annual Payments $5,986.94 Total Three Year Payments $17,960.82 Table 1 Annual One -Time Lease Lease Annual Payment Pre -Pay Discount ($196.91) Annual Payment Amount $5,790.03 One Time Payment Pre -Pay Discount ($1,791.88) Total Monthly Payments (3yrs) $16,168.94 Table 2 Attachment 2 Notice Addresses and Contact Designations Purpose Honda Lessee Contract Modifications Robert Bienenfeld & Other Inquiries (310) 781 -4455 (tel) / (310) 781 -4459 211 8 Street MS: 100 -3C -3A Seal Beach, CA 90740 American Honda Motor Co., Inc. 562 431 -2527 Telephone 1919 Torrance Blvd. ( ) P Torrance, CA 90501 (562) FAX Accident Notification American Honda Motor Co., Inc., c/o Salex 800 -645 -4950 9 • Attachment 3 Jarly Termination Fee Schedule In accordance with Section 18 of the Agreement, upon termination of the Agreement by LESSEE prior to the end of the Term, LESSEE agrees to pay to HONDA immediately upon such termination an early termination fee according to the following schedule: Month of Termination (calculated from Early commencement date of Term) Termination Fee Months 1 - 6 $3,000 Months 7 - 12 $2,500 Months 13 - 18 $2,000 Months 19 - 24 $1,500 Months 25 - 30 $1,000 Months 31— 36 $ 500 • Schedule A Vehicle Identification and Garaging Address Chart No. Vehicle Identification Scheduled Delivery Delivering Garaging Address Number (VIN) Date Dealer 1 Costa Mesa Honda 211 8 Street 2 2888 Harbor Blvd. Seal Beach, CA 90740 3 Costa Mesa, CA 92626 4 (714) 436 -5050 Tel (714) 540 -6527 Fax 10