Loading...
03 Attachment 2 - Commercial Motor Vehicle Master Lease AgreementIN` MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati, OH 45241 -2564 1 -800- 886 -5828 Lessee: 00028466 Town of Los Gatos Town of Los Gatos 110 E. Main St. Los Gatos, CA 95030 Driver Grade Group: U Unassigned AGR I3 QSC IHH Vehicle Quotation "VQ" Factory Order Formal Lease Extension k MIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1 -800- 886 -5828 Quotation Reference # 44940611/1 March 9, 2018 CSS:Hahn This Vehicle Quotation or "VQ" refers to the following agreements as amended, modified, or supplemented from time to time and Incorporates their terms and conditions herein: Closed -End Commercial Motor Vehicle Master Lease Agreement 105638 Programs applicable to this VQ and the related leased Vehicles include the following: Vehicle Details: 2012 Mitsubishi i-MiEV ES 4dr Hatchback (EV44 -B) (0 P) Diamond White Pearl (W13 -01) Expected Order to Delivery: 2.4 Weeks (does not include vehicle prep time, typically 1 -2 weeks) Lease Term: Permitted Mileage: 24 ce 10,0001 , n Security Deposit: 0.00 I` Capital Contribution: 0.00 Standard Equipment: Monotone Paint Application (PAINT -01) Front Bucket Seats (STDST -01) Cloth Seat Trim (STDTM -01) Engine: AC Synchronous Electric (STDEN -01) Transmission: Single Fixed Reduction Gear (STDTN -01) Wheels: 15" (STDWL -01) Tires: P145/65R15 Fr & P175/60R15 Fir (STDTR -01) Radio: 100 -Watt AM /FM /CD Audio System (STDRD -01) Optional Factory Equipment: Cold Zone Package (P1 -01) Battery Warming System (BWS -01) Heated Sideview Minors (MIRR -01) After Market Equipment: One -Time Charge Equipment: Quick Charge Pkg Total Monthly Costs: The following Specified Services/Items are included in this quotation Monthly Lease Rate (Option B s $145.00 described below applies) plus any applicable taxes): The per occurrence fees are not included in the lease rate, but will Additional Services $0.00EW be billed as the occur: Total Monthly Payment e—DS $145.00 Excess Mileage Rates Calculation Method for Lease Rate: Interim Financing Cost for Vehicles delivered to Lessor before Lessee takes delivery: B) This lease rate is indexed to the Applicable SWAP Rate and will be adjusted for changes in the interest rate, "Liquidity Adjustment" and manufacturer's costs at the time of delivery. The "Liquidity Adjustment" is an amount determined by the Lessor which is based on an increase in the Quotation Reference # 449406/1/ 1 105638 ATTACHMENT 2 Vehicle Quotation NO" If the terms and conditions of this VQ are acceptable, please have an authorized officer execute this VQ in the space provided below. By executing this VQ, the undersigned shall be deemed to have agreed to order Vehicles from time to time in accordance with the specifications and terms listed above by submitting a Vehicle Lease Order with respect to a Vehicle that references this Vol. The undersigned hereby agrees that Mike Albert, Ltd shall have no obligations under the Services Agreement or Telematics Agreement at any time, and that the obligations set forth in any Services Agreement or Telematics Agreement are solely the obligations of Mike Albert Leasing, Inc. (MAL). This VQ expires in 360 days, and after such time no Vehicles may be ordered for the lease pursuant to the terms of this VQ. IN WITNESS WHEREOF, the undersigned has hereto caused this VQ to be executed. Mike Albert, Ltd 8 Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 DocuSigned by: CTS. 7 PoFCB66A4 C By: essor un er the Master Lease Agreement & Servicer under the Services Agreement D ueiene by: F P pAFE 7FBE11 4B6Slgnaureofermitted Signer of Lessee or its Authorized Affiliate 3/22/2018 Date: Laurel Prevetti Name (print): Please review the terms and specifications set forth in the VQ for accuracy. Please fax any necessary modifications to this VQ to (513) 956 -2962 or email customenelations @mikealbert.com Appr ved as t rm Robert Schultz, T wn ttorney Date Attest: Shelley Neis jClerk Administrator Dadtt Page 2 - 2 Quotation Reference # 449406/1 /1 03/12/18105638 MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati, OH 45241 -2564 1 -800- 886 -5828 Lessee ": 00028466 Town of Los Gatos Town of Los Gatos 110 E. Main St. Los Gatos, CA 95030 Vehicle Lease Order "VLO" Vehicle Details: 2012 Mitsubishi i -MiEV ES 4dr Hatchback (EV44 -B) Unit #: 00968369 24 Months 10,000 Miles Security Deposit: Capital Contribution: $0.00 Standard Equipment: Monotone Paint Application (PAINT -01) Front Bucket Seats (STDST -01) Cloth Seat Trim (STDTM -01) Engine: AC Synchronous Electric (STDEN -01) Transmission: Single Fixed Reduction Gear (STDTN -01) Wheels: 15" (STD W L -01) Tires: P145/65R15 Fr & P175/60R15 Rr (STDTR -01) Radio: 100 -Watt AM /FM /CD Audio System (STDRD -01) After Market Equipment: Quick Charge Pkg AMIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 -886 -5828 Quotation Reference 449406/1/1 March 9, 2018 CSS: Hahn 145.00 Optional Factory Equipment: Cold Zone Package (P1 -0 1) Battery Warming System (BWS -01) Heated Sideview Minors (MIRR -01) One -Time Charge Equipment The undersigned_ requests the following Specified Services /Items (plus any applicable taxes): The per occurrence fees are not included in tbeje ut will be billed as they occur: ZyNah8 05/01/2018 Order Date: Requested Date: Requested Delivery Dealer / Area: Color Choice 1st Exterior / Interior 2nd Exterior / Interior Driver Name: Driver Grade Group: Garaged Address For Title & License: City / St / Zip: County: Bus. Phone: Home Phone: Cell Number: Email Address: Delivery Location (if different from Driver Garaged Address set forth Replace Unit #: Color Code Color Description Trim 309464 (0 P) Diamond White Pead (W13 4)1) (0 1) Black (82P -01) Morley, Matt U Unassigned pDS 41 Miles Avenue (vr Los Gatos CA 95030 Township: 408) 399 -5774 Cost Center: Fleet Ref#: Recharge Code: mmorley @losgatosca.gov Plate Type: GOVERNMENT GRATIS Quotation Reference 449406/1/1 105638 Vehicle Lease Order "VLO" Reference is hereby made to Vehicle Quotation #449406/1/1 (the "VC)") as amended, modified, or supplemented from time to time and incorporates its terms and conditions herein. The undersigned hereby verifies that this is a "VLO" within the meaning of the Closed -End Commercial Motor Vehicle Master Lease Agreement, and that delivery of the Vehicle described herein to the Driver designated above is authorized by the Lessee. C Dwuu SgnW bey,: - { Pr K t1l Sigma ure0 eniffed Signer of Lessee or its Authorized Affiliate Fax to (513) 956 -2962 Attn: Order Acceptance Attest: Shelley Nei Clerk Administratof Date Page 2 - 2 Quotation Reference 449406/1/1 03/12/18 105638 I& MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati, OH 45241 -2564 Vehicle Quotation "VQ" 1- 800 - 886 -5828 Factory Order Formal Lease Extension Lessee: 00028466 Town of Los Gatos Town of Los Gatos 110 E. Main St. Los Gatos, CA 95030 Driver Grade Group: U Unassigned I& MIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 - 886 -5828 Quotation Reference # 44940511/1 March 9, 2018 CSS:Hahn This Vehicle Quotation or "VQ" refers to the following agreements as amended, modified, or supplemented from time to time and incorporates their terms and conditions herein: Closed -End Commercial Motor Vehicle Master Lease Agreement 105638 Programs applicable to this VQ and the related leased Vehicles include the following: Vehicle Details: 2012 Mitsubishi i -MiEV ES 4dr Hatchback (EV44 -B) (0 P) Diamond White Pearl (W13-01) Expected Order to Delivery: 2 - 4 Weeks (does not include vehicle prep time, typically 1 -2 weeks) Lease Term: 24 Permitted Mileage: 10,000Eti s 0.00 The following Specked Services /Items are included in this quotation 0.00 145.00 Security Deposit: Capital Contribution Standard Equipment: Monotone Paint Application (PAINT -01) Front Bucket Seats (STDST -01) Cloth Seat Trim (STDTM -01) Engine: AC Synchronous Electric (STDEN -01) Transmission: Single Fixed Reduction Gear (STDTN -01) Wheels: 15" (STDWL -01) Tires: P145/65R15 Fr & P17516OR15 Rr (STDTR -01) Radio: 100 -Waft AM /FM /CD Audio System (STDRD -01) Optional Factory Equipment: Cold Zone Package (P1.01) Battery Warming System (BWS -01) Heated Sideview Minors (MIRR -01) After Market Equipment: One -Time Charge Equipment: Quick Charge Pkg Total Monthly Costs: The following Specked Services /Items are included in this quotation Monthly Lease Rate (Option B described below applies) 145.00 plus any applicable taxes): The per occurrence fees are not included in the lease rate, but will Additional Services 0.00 9 be billed as they occur: Total Monthly Payment os $145.00 Excess Mileage Rates: I IP Calculation Method for Lease Rate: Interim Financing Cost for Vehicles delivered to Lessor before Lessee takes delivery: B) This lease rate is Indexed to the Applicable SWAP Rate and will be adjusted for changes in the interest rate, "Liquidity Adjustment" and manufacturer's costs at the time of delivery. The "Liquidity Adjustment" is an amount determined by the Lessor which is based on an increase in the cost of funds in the relevant credit markets. Quotation Reference # 449405/1/1 105638 Vehicle Quotation "VQ" If the terms and conditions of this VQ are acceptable, please have an authorized officer execute this VQ in the space provided below. By executing this VQ, the undersigned shall be deemed to have agreed to order Vehicles from time to time in accordance with the specifications and terms listed above by submitting a Vehicle Lease Order with respect to a Vehicle that references this VQ. The undersigned hereby agrees that Mike Albert, Ltd shall have no obligations under the Services Agreement or Telematics Agreement at any time, and that the obligations set forth in any Services Agreement or Telematics Agreement are solely the obligations of Mike Albert Leasing, Inc. (MAL). This VQ expires in 360 days, and after such time no Vehicles may be ordered for the lease pursuant to the terms of this VQ. IN WITNESS WHEREOF, the undersigned has hereto caused this VQ to be executed. Mike Albert, Ltd & Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 CpocuSigneed by; hLtOR ry CB WC956MEC By: Lessor under the Master Lease Agreement & Servicer under the Services Agreement CDocuSlgne by: 9e 190 Signature of Permitted Signer of Lessee or its Authorized Affiliate Date: 3/22/2018 Name (print): Laurel Prevetti Please review the terms and specifications set forth in the VQ for accuracy. Please fax any necessary modifications to this VQ to (513) 956 -2962 or email customerrelations @mikealbert.cem Approved as to f 3 da Yf R ert Schultz, Totn Attorney ate Attest: Shelley Nei Clerk Administrator Dat Page 2 - 2 Quotation Reference # 449405/1/1 _ 03/12/18105638 A& MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati. OH 45241 -2564 1- 800 - 886 -5828 Lessee ": 00028466 Town of Los Gatos Town of Los Gatos 110 E. Main St. Los Gatos, CA 95030 Vehicle Lease Order "VLO" Vehicle Details: 2012 Mitsubishi i -MIEV ES 4dr Hatchback (EV44 -6) Unit #: 00968366 24 Months 10,000 Miles Security Deposit: Capital Contribution: $0.00 Standard Equipment: Monotone Paint Application (PAINT -01) Front Bucket Seats (STDST -01) Cloth Seat Trim (STDTM -01) Engine: AC Synchronous Electric (STDEN -01) Transmission: Single Fixed Reduction Gear (STDTN -01) Wheels: 15" (STDW L -01) Tires: P145/65R15 Fr 8 P175/60R15 Rr (STDTR -01) Radio: 100 -Watt AM /FM /CD Audio System (STDRD -01) After Market Equipment: Quick Charge Pkg l, MIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 - 886 -5828 Quotation Reference 44940511/1 March 9, 2018 BT.3A:k1T 145.00 Optional Factory Equipment: Cold Zone Package (P1 -01) Battery Warming System (BWS -01) Heated Sideview Mirrors (MIRR -01) One -Time Charge Equipment The undersigned requests the following Specified Services /Items (plus any applicable taxes): The per occurrence fees are not included in the lease rate but will be billed as they occur: Ol 2018 Order Date: 3/22/201 Requested Date: 05 Requested Delivery Dealer/ Area: Color Choice 1st Exterior l Interior 2nd Exterior / Interior Driver Name: Driver Grade Group: Garaged Address For Title 8 License: City I St I Zip: County: Replace Unit M Color Code Color Description Trim 309464 10 P) Diamond White Pearl (W13-01) (0 p Black (82P4)1) Morley, Matt U s Unassigned 41 Miles Avenue E(i Los Gatos CA 95030 Bus. Phone: ( 408) 399 -5774 Home Phone: Cell Number: Email Address: mmorley @losgatosca.gov Delivery Location (if different from Driver Garaged Address set forth Township: Cost Center: Fleet Ref #: Recharge Code: Plate Type: GOVERNMENT GRATIS Quotation Reference 449405/1 /1 105638 Vehicle Lease Order "VLO" Reference is hereby made to Vehicle Quotation #449405/1/1 (the "VQ ") as amended, modified, or supplemented from time to time and incorporates its terms and conditions herein. The undersigned hereby verifies that this is a WILD" within the meaning of the Closed -End Commercial Motor Vehicle Master Lease Agreement, and that delivery of the Vehicle described herein to the Driver designated above is authorized by the Lessee. 151, n bb,: C' ^,^ ' F, Signa,ue FOiei'm '°fled Signer of Lessee or its Authorized Affiliate Fax to (513) 956 -2962 Attn: Order Acceptance App ed as to for *. Robert Schultz, Ton ttorney Datle Attest: Shelley Neis, lerk Administrator t Date Page 2 - 2 Quotation Reference 449405/1/1 03/12/16 iI1j.7:3Lr-] I& MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati, CH 45241 -2564 1 -SOO -886 -5828 Summary Vehicle Quotation "SVQ" MIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 90x889 -5828 Lessee ': 00028486 Tom of Los Gatos April LERK DEPARTMENT118, ZO18 w . AGR Town of Los Gatos Sales: FRICKE 110 E. Main SL CSR: McAn'nch It1H Los Gatos, CA 95030 - ORD REC This Summary Vehicle Quotation or "SVQ' is for a commerical lease of each of the Vehicles described below. RF SO_ Program, costs and charges appllcable to this SVQ and related leased vehicles are described in the attached Appendix A "Appendix A• means the Vehicle Ouotatil" attached hereto, each of mach sets forth the specific programs, costs, and charges for a leasedVeMcle Identified on this SVQ. 295391/1/1 2012 MBm blsN I -MgrV ES 4dr Hatch back (EV44 -B) Unassigned 24 10,000 159.00 29539WIll 2012 Mitsubishi I-MIEV ES 4dr Hatchback (EV44 -B) Unassigned 24 10,000 169.00 295389fltl 2012 Mitsubishi i-MIEV ES 4dr Hatchback (EV44 -B) Unassigned 24 10,000 159.00 296388/1/1 2012 Mitsubishi I -MIEV ES 4dr Hatchback (EV44 -B) Unassigned 24 10,000 159.00 plus r0"l If the terms and conditions of the BVQ (Including Appendix A attached hereto) are acceptable, please have an authorized officer execute aft SVQ to the space provided below. By execusng tiffs SVQ, the undersigned shag be deemed to have agreed to order Vehicles from time to Ilene in accordance will the specifications and terms fisted above by sramittng a Vehicle Lease Order Nish respect to a Vehicle that references this SVQ. Any leased Vehicles related to this SVQ shati be leased sub)ect to me terms and eok8fbne of the Commercial Motor Vehicle Master Lease Agreement8105636 (as amended, modified of supplemented from OM to tune, the Master Lease Agreemenn, betweenMikeAlbert, Ltdand the Lessee. Any service elements for Vehicles related to this SVQ she# be suolect 10 the erms and conditions ofthe Services Agreement, (as amended, modified o supplemented from lime to time) beNRen Mom Albert Leasing, Inc. and the Lessee. This SVQ expires In 360 days. and after such fime no Vehicles may be o lered for lease pursuant to the terms of this SVQ. The undersigned hereby agrees that Mike Albert. Udsheg have rd obligation under the Services Agreement at any lime, and that the obligations set forty in any services agreement are solely the obligations of Mike Albert Leasing, Inc Mike Albert, Lld , 10340 Evendale Drive Cincinnati, OH 45241 By: Lessor under the Master Lease Agreement Mike Albert Leasing, Inc. 10340 Evendale Drive Click neti, OH 46241 Fox to (513) 956 -2962 Attn: Order Accegance 1,41cy N ,c h m i5htatp' ' By: SerNCer under the Services Agreement IN WITNESS WHEREOF, the uderstgned has hereto caused this SVC Io be executed INS _ day of _, 20_ By: Name: Tift Addless: X Signature of Permitted Signer oflessee er la AWhurimd A1Naas c f.a r::.TOwn mAnnye. ftckelt• %1ni OWV1 Mbfre Please review the terms ant specifications set forth ininto SVQ for accuracy. Please fax any necessary modification to Ibis SVQ to (513) 956-2962 or emall cmtonremelaOors@rnIkeabert.com Page 1 - 1 ATTACHMENT 1 MIKE ALBERT eke Albert, Ltd 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 - 886 -5828 Vehicle Lease Order "VLO" AMIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati. OH 45241 -2554 1 -800 -885 -5828 Quotation Rei rence 29538811!1 Lessee` 00028488 Town of Los Gatos I' March 22, 2016 NTjrT Sales: FRICKE V!/ Tavel of Los Gatos 2' ^i CSR: McAnuxh 110 E. Main St- J oL Los Gatos, CA 95030 Vehicle Details: 2012 MQsuhlaM I-MtEV ES 4dr Hatchback (EV4443) Units: 00968367 24 Months 10,000 Mies $159.00 Security Deposit: Capital Contribution: $0.00 Standard EQUIPmsnt: Monotone Paint Application (PAINT -01) Front Bucket Seats (STDST -01) Cloth Seat Trim (STDTM -01) Engine: AC Synchronous Electric (STDEN-01) Transmission: Single FhrEtl Reduction Gear (STDTN -01) Wheals: 15' (STDWL -01) 7ues: P145166R15 Fr & P175MOR15 Rr (STOTR -01) Radio: 100 -Watt AMIFM/CD Audlo System (STDRD-01) After Market EquiprtanC Quick Charge Pkg Order Date: Requested Delivery Dealer l Area: _ Colorchoice color core Driver Nam: Glane, Christine Driver Grade Group: U Unassigned Garaged Address For Title & License: 41 MIW Avenue Optional Factory Equiptnent: Cdtl Zme Package (PI -01) Battery Warming System (BvrS 01) Heated Sideview Mirrors (MIRR -01) One -Time Charge Equipment Napplcabb!M9_1 id as they occur. Requtteted DatK Replace Unit f* Cola Description Trim City l st l zip: LOE Gobs CA 95030 County: Bus. Phone: (408) 3984770 Home Phone: _. Cell Numbar: Email Address: aBr 404 Delivery Location (if different from Driver Garaged Address set forth above): T"nshlp: Cost Center: 20180019 Fleet Rag: Recharge Code: Plate Type: GOVEV MENTGRATIS _. Reference Is hereby made 10 Vehicle Quotatim 8295388!111 (lhe VQ ") as amended, rrwdified, or supplemented from time to time and Incorporates its terms arM Conditions herein. The undersigned hereby verifies that thus is a VLO" wi u n the meaning of the Closed -End Cornmercial Motor Vehicle Master Lease Agreement, and that delivery qf the Vehicle d9s01bed Herein to the Driver designated above is authorized by the Lessee. x 1 Aq as foYM Signature o Perniited Signer of L4& a its Authorized Affiliate Fax 10 (613) 958.2962 Attn: Order Acceptance 0.v.C\ i Revek TOWY1 != Reference Reference 29 53 881111 105638 5v lle N2is,G,ear Acbm rif'«toY A MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 - 86&5829 Lessee': 80028466 Toren of Los Gatos Town of Loa Gatos 110 E. Main St. Los Gatos, CA 95030 Vehicle Lease Order "VLO" A MIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1-80G-88& 5828 Quotation Reference 2953Wl1l March 22, 2016 VIN 1 2 Sales:F AnInc ll-- IYY 3 13, CSR: Mr ur h Vehicle Detalls: 2012 Mitsubishi FhfiEV ES 4dr Hatchback (EV44 -8) Un1 is 00968388 24 Months 10,000 Miles Security Deposit Capital Contribution: $0 -00 Standard Equlpment- Monotone Paint Application (PAINT -01) Front Bucket Seats (STDST -Cl) cloth Seat Tom (STDTM -01) Engine: AC Synchronous; Electric (STDEN -01) Transmission: Single Fixed Reduction Gear (STDTN -01) Wheels: 15' (STDWL -01) Tires: P145185R15 Fr 6 P175I60R15 Rr (STDTR -01) Radio: 100 -Watt AMIFMICD Audio System (STDRD -01) After Market Equlprrwnl: Quick Charge Pkg Order Date: Requested Delivery Dealer I Area: Color Cholce Color Cade Driver Name: Gilmore. Clvrslty Driver Grade Group: U U Garaged Address For Title 8 License: 41 Mies Avenue City / St / Zlp: Los Gatos County - Bus. Phone: (408) 399 -5770 Hom Phone: _ 1- nilim.7?*A 159.00 Optional Factory Equipment: Cold Zone Package (P1 -01) Battery Wamdng System (SWS -01) Heated Skle Mirrors (1ARR -01) One-Tlrno Charge Equipment n 2pe!2! It taxes): _ Id as tt oca r Requested Date: Replace Unit s:: Color Description Trim ynmeMaie WSi M1V1am1- tlantaa"an CA 95030 Township: Cost Center. 20180019 Email Address: 291 e"E" got' -- Delivery Location (if different from Driver Garaged Address set forth Flat Reft Recharge Code: Plata Type: GCVER74MENTGRA -US Reference is hereby made to Vehicle Quotation #295389/1/1 (the'VQ') as amended. modlled, or supplernented from time to time and incorpaereS as terms and conditions herein. The undersigned hereby vedfies that this is a'VLO' vdtnin the meaning of the Closed -End Commercial Motor Vehicle Master Lease Agreement, and that derueryof the Vehicle described herein to the Driver designated above is authorized by the Lessee. Ap roved 5 (atrm SignatureSignature o1TSig of lessee or as Auftmed AfMate Fax to (513) 958-2982 Ann: Order Acceptance Laturzt fir" oh —Town MouroW Robert Scams tin ''f Quotation Reference 295389/1/1 105638 5VWP P4 N215/ C t1 rtd1W1)IStY 1r A MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Ginonnah, OH 45241 -2564 1- 800- 886 -5828 Veh Icle Lease Order "VLO" AMIKE ALBERT Mite Albert Leasing, Inc. 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 -886 -5828 hrotahon Reference 29539011!1 Lessee ": 00028466 Town of Los Gatos March 22. 2016 Sales: FRICKE 110 r# LOB Gabs V114:4 31 qO (SR McAniuh 1 t0 E Main St Los Gatos, CA 95030 Vehicle Details: 2012 Mitsubishi HNEV ES 4dr Halchback (EV44 -B) unit a: 00969369 24 Months 10,000 Aides $159.00 Security Deposit: Capital Contribution: $0.00 Standard Equipment: Monotone Paint Appflra0m (PAINT -01) Front Bucket Seats (STDST -01) Cloth Seat Trim (STDTM -01) Engine: AC Synchronous Electric (STDEN-01) Transmission: Single Fbmd ReduWon Gear (STDTN-01) Wheels: 16' (STDWL -01) Tires: P146MR15 Fr 8 P175150R15 Rr (STD7R -01) Radio: 100 -Walt AM1FM/CO Audio System (STDRD-01) After Market Equipment: Quick Charge Pkg Order Date: Requested Dal Ivory Dealer l Area: _. Color Choice Color Code Collonai Factory Equipment: Cold Zane Package (P1 -0 1) ea8ery, Warming System (SWS-01) Heated Sldeutew Mlaors (MIRR41) One -Tlms Charge Equlprrrnt wamdcadetau9al: 3d asas tiny occur:. Requaased Date: Replace UnIt t. Color Description Trim Driver Name: .GBlrefe' Christine Driver Grade Group: D unasN¢kd Garaged Address For Title S License: 41 Mlles Avenue Citylst/21p: LosGslos.- County. Bus. Phone: (408) 3WS770 Home Phone: Celi Number: Emall Address:!r?os9atoscagov 95030 Township: Cost Center: 20180919 Fleet Reta: Recharge Code: Plate Type: GOVERMENFGRAT15 Delivery Location (It different from Driver Garaged Address set forth above): Reference is hereby made to Vehicle Quotation #2953901111 (the "VQ) as amended, modified, or suppremenled from fine to time and incorporates its terms and conditions herein. The undersigned hereby verifies that this is a'VLO" viilhin the meaning of the Closed -End Commercial Motor Verucla Master Lease Agreemem, and that delivery, the Vehicle p han#t to Ore Cmier designated above Is a Ihonzed by the Lessee. y i ,{ l1f 11 r' (I f CXI ,, X Signature &f Permitted Signer of Lesser or its Authotbad A1Rate n`,, Fax to ( 513) 956-2962 Attn: Order Acceptance be& <-eh aL V1 Quotation Reference 29539011/1 105838 6T1KSf i A MIKE ALBERT Mike Albert, Ltd 10340 Evendale Drive Cincinnati, OH 45241 -2564 1- 800 -aa6 -5828 Lessee': 00028466 Town. of Los Gatos Tov rn of Los Gatos 110 E. Main St. Los Gatos. CA 95030 Vehicle Lease Order "VLO" MIKE ALBERT Mike Albert Leasing, Inc. 10340 Evendale Delve Cincinnati, OH 45241 -2564 1- 8004886-5828 Quotation Reference 2953911111 March 22. 2016 Saes FRICKE CSR: McMinUt Vehicle Details: 2012 Mitsubishi, 6MiEV ES 4dr Halchbac (EV44 -6) Unit 9: 00958366 24 Months 10.000 Miles $159.00 Security Deposit: Capital contribution: 50.00 Standard Equipment: Optional Factory Equipment: Monotone Paint Application (PAINT -01) Cold Zone Package (P7 -01) Front Bucket Seats (STDST -01) Battery Warming System (BWS -01) _ Goth Seat Tdm (STDTM -01) Heated Sideviev Minors (MIRR -01) Engine: AC Synclronaa Electric (STDEN-01) Tram nmslom Single Footed Reductlot Gear (STDTN -01) Wheels: 15' (STDWL -0i) Tres: P14516SR15 Fr a P17516OR15 Rr (STDTR -01) Radto: 100 -Watt AM/FMlCD Aulxo System (STORD-01) After Market Equ ipment: One -Time Charge EgifplAM Quick Charge Pkg The uMersigrled reguzsts u,e +oaovfng B edfed sarvlceanieins idea _appiame tams :... - _ iThe pal occurrence flea ere not enriltled kin the lame nine. Otn +iti be Dated as th iaaic _ Order Date- _. Requested Dab: Requested Delivery Destarl Arad: -___. Replace Unit 0.. Color Cholce color Code Color Descriptba Trim tat ErderlorlInbrior tee+ to P) vase w+rte rerl(iii geri*tgav0) 2nd Exterior ! Interior -- Driver Name: -C'knm' CfrNsm Driver Grade Group: U . Unassigned Garaged Address For Title a License: 41 AyesAvenue City 7 st l Zip: IAe Galas -CA 95030 - - -_ County: Township: Bus. Phone: (408) 3W5770 _ cost center. 20160019 Home Phone: Fleet Ralf: Cell Number. -. Recharge Code: _ Email Address: t991rt01eGlosgatosos -gov - Plate Type: GOVERNMENT GRATIS_ -_ Delivery Location (If different from Driver Garaged Address set forth above): Reference is nereoy made to Vehicle Quotaton 9295391/1 /1 (the NO") as amended, modified, or supplemented from time to time and incorporates its terms and conditions herein The undersigned hereby verifies that 1ms is a'VLC' within the meaning M the Closed End Commercial Moor Vehicle Master Lease Agreement, and that delivery Ofthe Vehicle described herein to the Driver designated above is withodxed by the Lessee. f AP ,o -bfavrrl' X ri1 Signature d Permitted Signet of lessee a its Authon;ted Affiliate Far to (5 13) 956 -2962 AM: Order Acceptance kbcy1 l*-z Y- YLaurelNevoliijownManctoW '`( Quotation Reference 295391/1/1 105638 nITC el teller 1Vei5 IG'K kdmini5lvatol' CLERK DEPARTMEN I A(iR 11111 Mike Albert, Ltd Automobile and Truck Lensing and Rental Natiomvide REC RESO COMMERCIAL MOTOR VEHICLE MASTER LEASE AGREEMENT CLOSED -END) This MASTER VEHICLE LEASE AGREEMENT 4105638 (as amended modified or supplemented from time to time, this "Agreement") made as of January 16, 2013 (the "Effective Date "), between Mike Albert, Ltd, a Delaware statutory rust (the Lgiftif), with offices at 10340 Evendale Drive. Cincinnati, Ohio 45241, and the undersigned (the 'lesg "). if more than one parry executes this Agreement as Lessee, each shall be jointly and severally liable hereunder. I. LEASE TERMS A. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor certain motor vehicles for use in its business (together with its equipment, parts, replacements, additions, accessories, repairs and accessions, each, a "Ve 'c e" and all such motor vehicles subject to this Agreement, the "Vehicles ") in accordance with the terms and conditions of this Agreement. Lessor and Lessee expressly understand and agree that this Agreement is a lease only and that Lessee acquires no right, ride or interest in or to any Vehicle except as a Lessee. Lessee agrees that it shall, at its expense, protect and defend the tide of Lessor in the Vehicles against creditors of or claiming through Lessee. This Agreement is both a true lease and a statutory "furence lease (as defined in Ohio Revised Code, Title MR Commercial Transactions, Section 1310.01). If despite the intention of the panics that this Agreement be a lease, a judicial determination is made that the transactions contemplated hereunder constitute a loan by Lessor to Lessee, then Lessee shall be deemed to have granted (and Lessee hereby grants) Lessor a security interest in the Vehicles and all pmceeds, accessions, docurnents, instruments, accounts, chattel paper, equipment and general intangibles related thereto to secure all obligations of Lessee to Lessor under this Agreement_ Lessee hereby authorizes Lessor to file, at the expense of the Lessee, any financing or continuation statements related to the foregoing. Lessee shalt place such tags or registration on any Vehicle leased hereunder as Lessor may request which indicates the ownership interest of the Lessor in such Vehicle, and Lessee acknowledges and agrees that Lessor will be listed as owner and/or lienholder on the certificate of tide for each Vehicle. a. From time to time, Lessee may request that Lessor provide a written proposal in the form attached as Exhibit 1 hereto (a "Vehicle Ouotation" or "y4') with respect to a proposed new Vehicle or group of Vehicles to be leased hereunder. Each VQ shall specify, to the extent applicable, the lease term, programs, financing and servicing procedures and characteristics, year, snake and mode. equipment, accessories and other details with respect to such Vehicle(s). Lessee shall order Vehicles for lease by placing a Valid Order with respect in each Vehicle (as defined in Section 10.1- below) (each, a "Vehicle Lease Order• or'V " ) on a Vehicle lease order form in a form approved by Lessor, proAded. that such VLO shall become noncamelable as of the date Lessor has placed a noncancelable order with a manufacturer or dealer with respect to such Vehicle; provided further, that ifLessee fails to use an approved lease order form, Lessee is responsible for any and all errors or omissions caused by the failure to use a form approved by lessor. If Lessee cancels a VLO after such VLO becomes noncametable in accordance with the foregoing sentence, then Lessee shall reimburse Lessor for any loss incurred by Lessor as a result of such cancellation (including all toss and expenses) and shall pay Lessor's then current cancellation fee with respect to such cancellation. Each VLO will incorporate explicitly or by reference) the information set forth in the related VQ and will also specify the order date, requested delivery date, color choice, driver information and location in which the applicable Vehicle will be garaged. Lessor may, in its sole discretion, elect to accept or reject any VLO or all VLOs. In the event that Lessor elects to reject any VLO delivered by Lessee, Lessor will use reasonable efforts to notify Lessee of such rejection. C. Notwithstanding anything in this Agreement to the contrary, Lessor shall not be required to deliver to Lessee any Vehicle related to a VLO accepted by Lessor (arid Lessor shall not be in breach of this Agreement for not delivering such Vehicle) unless all of the following conditions shall be satisfied (as determined in the reasonable discretion of Lessor): (1) no material adverse change in the financial condition of Lessee shall have occurred; (2) no suits orproceedings shall have been filed or instituted (or, to the knowledge of Lessee, threatened) against or affecting Lessee which, if adversely determined, would have a material adverse effect on the business or financial condition of Lessee; (3) Lessee shall have provided Lessor with all writings or documentation that Lessor deems necessary or desirable to assist Lessor in evaluating Lessee's y_e'"Leaee Initials Fn.aq LeISor Initials I:I IIAfiII Allll BINA1 11IAllA IIIIWiWIAWtl IlINI IIIAIIIlAIiIIIIAI IA IAINd1 11BI11Y All IAI IIIAf GOG28.6n W105633 2013-01 -16 CE LTD ATTACHMENT 1 creditworthiness or to otherwise accomplish the purpose of this Agreement; (4) no party executing thisAgreementasLesseeshallhavedeniedorrevokeditsobligationshereunder: and (5) no event shall have occurred or be continuing which, with notice or lapse of time or both, would constitute an "event of default" by Lessee under this Agreement or under any other agreement between Lessee and Lessor or its affiliate. D. By placing a VLO, Lessee creates an obligation to accept delivery of the Vehicle(s) described therein at the location specified in such VLO, and Lessee hereby agrees to accept the related Vehicle(s) far lease. At the request of Lessee, delivery of a Vehicle may be to a location other than the location specified in the applicable VLO; provided . that Lessee shall pay the additional costs related to delivery to such alternate location. Upon delivery of each Vehicle, Lessor shall provide to Lessee a schedule in the form attached as Exhibit S hereto (each, a "Srhedulc A ") identifying the Vehicle, setting forth the monthly rental payments with respect thereto, the in- service date and other appropriate information related to the lease. Upon delivery of a Vehicle to or at the direction of the Lessee and upon the request of the Lessor, die Lester (or its designee, including any desigoated driver) shall execute and deliver a "receipt ofdelivery" in a form provided by Lessor. (However, Lessor is not required to obtain an executed "receipt ofdelivery' indicating acceptance of such Vehicle in order to establish delivery and acceptance of a Vehicle). By accepting delivery of a Vehicle, Lessee ulmawledges that such Vehicle is In good repair and satisfactory condition, and that Lessee accepts such Vehicle Is the condidou received. E. Each VLO and related Schedule A together shall be deemed to be a separate lease agreement with respect to the Vehicle described therein and each VLO and related Schedule A shall be deemed to incorporate by reference the terms of this Agreement and the related VQ. The invalidity, fulfillment, waiver, termination or other disposition of my rights or obligations of either Lesser or Lessor (or both) in connection with any VLO and related Schedule A shall not affect the rights or obligations of Lesser or Lessor arising under my other VLO and related Schedule A except to the extent set forth in Section 7. Any Schedule A delivered by Lessor to lessee shall be binding upon Lessor and Lesser from the earlier of acceptance of the Vehicle by Lessee or the time die Schedule A was received by Lessee, subject m Lessee's and Lessors rights to correct any etmrs therein. Except as set forth in the next sentence, Lessor is not responsible for my delay in the delivery of any Vehicle to Lessee and Lessee has w right to revoke a VLO or attempt to terminate this Agreement or my Schedule A because of my such delay. notwithstanding the foregoing, if Lessor is grossly negligent and such negligence causes a material delay in the delivery ofany Vehicle to Lessee, then Lester may revoke the VLO related to such Vehicle (it being agreed that Lesser may not revoke the VLO related to my other Vehicle or terminate this Agreement or my Schedule A because of my such delay). By accepting delivery of a Vehicle, Lessee acknowledges that such Vehicle was delivered to Lesser in accordance with this Agreement. If Lessee has delivered a VLO but refuses to accept the related Vehicle for delivery, then Lessee shall reimburse Lessor for my loss incurred by Lessor as a result of Lessees failure to accept delivery of such Vehicle (including all costs and expenses) and shall pay Lessors then current cancellation fee with respect to such failure to accept delivery. O. The lease term for each Vehicle will be specified in the applicable Schedule A. Lessee's minimum nonancelable lease term for each Vehicle (including my damaged Vehicle droned a total loss or any lost or stolen Vehicle) shall be calculated in accordance with dense iv of Section 7.C. Lessee may request an extension of the lease term and Lessor may grant such request in its sole discretion upon the terms and conditions specified by the Lessor. The terms and conditions of this Agreement shall continue in full force and effect and shall be binding upon the Lessee until the later of (a) the wrrerMer of all Vehicles to Lessor or its designee and (b) the fulfillment by Lessee of all ofits obligations under this Agreement. H. Lessee represents, warrants, and covenants to Lessor on the date hereof and as of the date of each Schedule A that (1) Lessee has full power and authority to execute, deliver and perform as Lessee the terms and provisions of this Agreement in compliance with all applicable laws, judgments and orders binding upon Lessee or its properties and (2) them are no pending or threatened investigations, actions or proceedings before my court or administrative agency which, if adversely determined, would materially aftect the rights ofthe Lessor under this Agreement or with respect w the Vehicles. 2. RENTAL CHARGES; PAYMENTTERMS A. Lessce agrees to pay to Lessor at its office in Cincinnati, Ohio (or other designated location as provided in writing), the monthly rental for the use and operation of each Vehicle leased hereunder at the monthly rent specified on Schedule A for such Vehicle, together with all additional charges provided for in this Agreement. ALL RENT AND ADDITIONAL CHARGES SHALL BE PAID WHEN DUE WITHOUT ABATEMENT, OFFSET OR COUNTERCLAIM ARISING OUT OF ANY CIRCUMSTANCES WHATSOEVER. Page'_ dzssee Initials 94% Lessor Initials B. The monthly rental Payment for a leased Vehicle is based on the cost of such Vehicle and interest rates in effect at the time the Vehicle is plated in service, as described in more detail on the VQ. Rental payment obligations shall begin on the first day of the calendar month following delivery. Rental payments are due monthly in advance. Lessee agrees that, from the time of delivery of the Vehicle to Lessee to the time when such rental charges are payable, Lessee will pay interim rental promptly when invoiced by Lessor in an amount equal to the monthly rental charge pro-rated on a daily basis hazed on the actual number of days in the month. Rental payment obligations cod on the last day of the month prior to the surrender date. Lessee agrees to pay interim rent for the month of surrender until the date of surrender in an amount equal to the monthly rental charge pro-rated on a daily basis based on the actual number of days in the month. For the avoidance of doubt, a Vehicle shall be deemed to be delivered for purposes of calculating rent and the commencement of the lease term hereunder on the earlier to occur of (a) the day on which such Vehicle is delivered to Lessee's driver, employee or agent at the location listed on the VLO (or at a location which may be otherwise mutually agreed upon) or (b) forty -eight (48) hours after the time Lessor or its delivering agent testifies Lessee, its agent or its designee (including the driver designated in the related VLO) that such Vehicle is available for delivery. C. Notwithstanding Section 2.8. above, if Lessee surrenders a Vehicle to Lessor prior to the end of the lease term for such Vehicle and in return accepts delivery of a replacement Vehicle prior to the scheduled start date of the lease term for such Vehicle, then monthly rem for such replacement Vehicle during the Replacement Vehicle Transition Period shall be based on the monthly rent for the surrendered Vehicle rather than the monthly rent specified on the VLO for such replacement Vehicle. On and after the scheduled start date ofthe lease term for the replacement Vehicle, nunthly rent shall be based on the cost of such Vehicle and interest rates in effect at the time the Vehicle is placed in service, as described in more detail on the related VQ and as specified on the related Schedule A. As used in this section, the " Rgylacement Vehicle Transition Period" shall mean the period of time beginning on the date that Lessee accepts delivery of the replacement Vehicle and shall end on the scheduled start date of the lease term for such Vehicle. D. Notwithstanding Sections 2.B. and 2.C. above, if any Vehicle shall be incomplete when delivered to Lessor by reason of special modifications to be made at Lessee's request and it shall be necessary for Lessor to advance funds for payment for such incomplete Vehicle prior to delivery u Lessee, Lessee agrees to pay to Lessor, at the time of delivery of the complete unit, the cost of financing such payment from the time of payment until delivery. The method for calculating the cost of such interim financing shall be specified by Lessor separately in writing; provided, that if the Lessor has not specified such method, then the cost of interim financing shall equal. for any calendar month or portion thereof, the product of (i) the capitalized cost of the Vehicle, (it) the rate per annum identified as the "prime rate" in The Wall Street Journal as of the first business day of such calendar month plus 1.000% and (iii) the number of days in such calendar month or portion thereof divided by 360. F- Payments received more than ten (10) days late shall acme interest at a rate equal to the lesser of one and ore -half percent (1'h %) Per month and the maximum legally permissible amount on the outstanding balance. It is the intent of Lessor that it not receive any amount in excess of that amount which may be legally paid, and any excess charges will be credited or refunded to Lessee at the Lessee's option. F. Lessee agrees to carefid)y review each invoice or other statement provided by Lessor. If Lessee identifies a billing or other ernor, Lessee will advise Lessor promptly in writing and in such event, Lessees sole liability and Lessee's exclusive remedy shall be appropriate adjustment to Lessee's account. No deductions are permitted from invoices without the approval of Lessor. G. In the event ofa security deposit with respect to a Vehicle leased hereunder, the amount will be shown on the related Schedule A. Such deposit shall be per Vehicle as security for the Lessee's full performance of all the terms and conditions of this Agreement with respect o each Vehicle. Lessor shall haw the right to apply the security deposit to Lessee's account if Lessee has not fully performed all of the terms and conditions of this Agreement or any other prior or then existing Agreement between Lessee and Lessor, but in no event in the case of a default shall this be construed as the measure of liquidated damages. Lessor shall not be subject to any restrictions or limitations with respect to its use of any security deposit cur shall Lessor be obligated to pay any interest on any security deposit other than to the extent required by law. H. Lessee's responsibility for payment of all charges due under the terms of this Agreement shall continue and there shall be no abatement of such charges during the time a Vehicle is stolen, converted, destroyed, damaged by accident or otherwise, or during the time required for any repair, adjustment or servicing of such Vehicle. Lessee agrees to immediately reimburse Lessor for any and all costs, losses or damages resulting from confiscation of any Vehicle or damages resulting from impoundment, attachment or confiscation of any Vehicle. Page 3 O Lt Inrnals (P''t` Lessor Initials I. The termination of this Agreement either by the expiration thereof or for any other reasons shall not relieve Lessee of its obligation to pay to Lessor any metal or other charges then due or to become due under the terms ofthis Agreement. 1. Lessee may elect, at its option and with the prior approval of Lessor (which may be granted or widMd in the sole discretion of Lessor), to finance License Costs, Recap Costs and/or Sales Tax (each, a "Specified Cost" and collectively, "Specified Costs ") for any Vehicle leased under this Agreement. As used in this Agreement I . "License Costs" means, with respect many leased Vehicle, all fees and costs related to obtaining the initial license plate for such Vehicle, including without limitation all fees, expenses, assessments or charges imposed by any city, county, state or federal government other than sales, personal use or property taxes. it. 'Recap Costs means, with respect to any leased Vehicle, any of the following: (1) any Early Termination Charge related an such Vehicle; (2) any excess mileage charges or abnormal wear and tear charges assessed with respect to such Vehicle, (3) any costs and expenses due Lessor in connection with damages to such Vehicle; or (4) any other amounts due Lessor in connection with or related to such Vehicle. iii. ales Tax" means, with respect to any leased Vehicle, all sales, personal use or property taxes imposed by any city, county, state or federal government in connection with the acquisition and/or leasing ofsuch Vehicle. K. ifLessee has elected to finance Specified Costs for any Vehicle, then Lessee shell identify in writing which Vehicle currently leased under this Agreement will be related to such Specified Costs (such Vehicle, the Identified Vehicle ") in the related VLO or any amendment thereto. Lessee shall pay such Specified Costs in equal monthly installments over the initial Lease Tetra for the Identified Vehicle and shall pay interest at the rate specified by Lessor on the outstanding amount of Specified Costs financed by Lessor. The foregoing monthly installments and interest on the outstanding Specified Coats shall be due and payable on each monthly rental payment date under this Agreement Late payments of any installment of Specified Costs or interest thereon shall accrue interest at the rate set forth in Section 2.E. L. In the event that any lease under the Agreement is terminated prior to the anticipated lease end date, then Lessee shall immediately pay Lessor (1) all Specified Costs unpaid as of the date of such termination and (2) all accrued and unpaid interest thereon. 3. SERVICE A. This Agreement is a "net lease'. Lessee covenants that it will pay all costs, expenses, fees, charges, fines, penalties and taxes (other than federal, state, or local taxes levied on the net income of Lessor) assessed or incurred at any time in connection with (tut not limited to) each Vehicles titling, registration, emissions testing, governmental inspectiorts, delivery, purchase, sale, rental or modification, or arising from the operation or use of the Vehicle during its least trnn (including, without limitation, any costs, expenses, fees, charges, fines, penalties and taxes arising from or related to any violations ofany statute, law, ordinance, ndc or regulation or arising from or relating to any change in the jurisdiction in which the Vehicle is garaged). If Lessee alleges that it is not liable for any tax, than at the request of Lessor, lessee shall deliver to Lessor certificates of exemption acceptable to Lessor with respect to such tax issued by the appmpnate taxing authority. Lessee agrees to perform and pay for, or cause to be paid for, all Vehicle service and maintenance it being understood that such service and maintenance may be covered by a manufactures warranty). Furthermore, Lessee will comply with the conditions set forth in the mmufacmrres written instructions in the owners manual, warranty instructions, service instructions or maintenance provisions required and/or recommended. All repairs to the Vehicle shall be completed with parts and finishes at least comparable in quality to the parts and finishes being repaired or replaced, and tide to all replacement pans and finishes shall vest in Lessor. Lessee agrees to Lake at its own expense all actions required by law with respect to the operation, registration or maintenance of each Vehicle. including without InNtation, installing any accessories or equipment and performing any emissions tests or other inspections with respect to any Vehicle leased hereunder. If Lessor pays any of the foregoing amounts under this paragraph (including any operating or maintenance expenses paid by Lessor in order to obtain the release of a Vehicle hem any lien or claim), Lessee shall promptly reimburse Lessor and pay Lessors then current administrative charge. Pap kz. Initials 04-.1 taster Inifles B. Lessec agrees to keep or cause to be kept, and agrees to make available at Lessors place of business upon three (3) business days' notice by Lessor any and all necessary records relating to the use of the Vehicle andfor penaining to aforesaid fees, taxes, assessments and charges. C. Equipment not included on the VQ andior VLO and all Lessee requested equipment shall be installed at Lessee's expense and with Lessor's and Lessee's prior approval (which, in the case of Lessor, shall not be unreasonably withheld) and if such equipment is removed prior to the time the Vehicle is returned to Lessor, Lessee shall pay the cost of all repairs required to restore the Vehicle to its original condition (ordinary wear and tear excepted). D. Federal law (and, in certain cases, State law) require that Lessee as lessee disclose, and Lessee shall disclose, the mileage of each Vehicle to Lessor in connection with the transfer of ownership of each Vehicle. Failure to complete an odometer disclosure statement or making a false statement may result in fines andfor imprisonment. Lessee hereby agrees to sign such disclosure statements as may be required by Lessor to properly evidence the mileage on the odometer of each returned Vehicle, and lessee hereby authorizes its drivers, agents and employees to sign said disclosure statement on Lessees behalf Lessee (including its drivers, agents and employees) shall not tamper with or permit the tampering, repair, replacement or adjustnmem of the odometer of any Vehicle to reflect an odometer reading ditfttent than the mileage the Vehicle has actually been driven, and Lessee agrees to indemni(v and hold harmless Lessor from and against any and all actions, claims, suits, damages, costs and expenses, including reasonable attorneys! fees, caused by or arising from a violation by Lessee, its drivers, agents or employees, or any one directed by them, of the Odometer tampering or disclosure laws of any city, county, state, country, jurisdiction, including witbout limitation the United Stares Federal Law, Title IV- Odometer Requirements of Public Law 92 -513, as amended from time to time. Should any Vehicle's odometer require service (including replacement), Lessee shall rtodfv Lessor in writing before having such service performed. 4. USE OF VEHICLE A. Lessee represents and warrants that each Vehicle leased to it pursuant to the terms of this Agreement will be used by such Lessee primarily for commercial use in the United States, Canada and Puerto Rico. Notwithstanding the foregoing, a Vehicle (1) may not be used in Canada or Puerto Rim unless (i) this Agreement would be a contract enforceable in the United States with respect to the lease of any such Vehicle used in Canada or Puerto Rim, respectively, and (it) such use is pertained by (and covered by) the insurance required to be maintained under Sections S.A. and 5.B, and (2) may be used for incidental use in Mexico so long as (i) such use is pertmined by (and covered by) the insurance required to be maintained under Sections S.A. and 5.B., (it) such Vehicle would not be garaged in Mexico and (iii) no titling or registration of such Vehicle under any Mexican law would be required as a result of such use. For the avoidance of doubt, it is understood that all amounts to be paid by Lessee under this Agreement shall be paid in U.S. dollars in the United States. B. Use of any Vehicle leased hereunder is restricted to Lessee's drivers, agents and employees and their designers in primary pursuit of Lessees business. Minors are not permitted to operate any Vehicle leased hereunder. No driver of any Vehicle shall have authority to act for or on behalf of Lessor, or be deemed w be the agent or employee of Lessor, except to the extent (and only for the limited purposes) explicitly authorized in writing by Lessor. Lessee shall not allow any person to operate any Vehicle leased herein unless such person holds a valid driver's license permitting said person to legally operate such Vehicle. C. Each Vehicle shall be used only for lawful purposes and shall be operated in accordance with applicable federal, state and local law governing Vehicle use, operation, maintenance or alteration. Lessee shall not use any Vehicle negligently or in any way that is prohibited by any insurance policy covering such Vehicle and shall not permit any Vehicle to become, subject to any lien, charge, encumbrance or forfeiture. Lessee shall immodiately notify Lessor if any Vehicle becomes subject many lien, charge, encumbrance or forfeiture in violation of the foregoing, or if any Vehicle becomes subject to or involved in any judicial process. D. Lessee shall not, without poor approval of Lessor (which shall not be unreasonably withheld) place advertising signs, lettering, insignia, or other devices in or upon any Vehicle, paint any Vehicle or change, modify or remove the equipment of any Vehicle. If Lessee takes any of the foregoing actions with respect to any Vehicle, Lessee shall repaint, repair or refurbish such Vehicle as shall be necessary w restore such Vehicle to is original condition (ordinary wear and tear excepted). E. In the event of unauthorized tse of any Vehicle, Lessee assumes sole responsibility and shall indemnify and hold Lessor harmless from any and all expenses, claims, liability and costs of every nature associated with Page 5 Y r%iGS9ee initials 144 11 Lessor Initials such use (except for expenses, claims, liabilities or costs caused by the gross negligence or willful misconduct of the Lessor). F. Lessee shall immediately notify Lessor in writing of any change of place of permanent garaging of any Vehicle. Unless Lessee advises Lessor otherwise in writing, the place of initial permanent garaging of each Vehicle shall be the address of Lessee's driver noted on the VLO relating to such Vehicle. G. Vehicles leased hereunder may not be used for any illegal purpose. No Vehicle leased hereunder may be used for transporting hazardous substances or for hire for transporting persons unless explicitly authorized in writing by Lessor. Any damage of any nature arising from the use of a Vehicle shall be the sole expense of Lessee, regardless whether Lessor permitted such use. Lessor authorizes Vehicles leased hereunder to be used for rowing so long as such Vehicles are equipped with appropriate towing equipment to safely and legally handle items to be towed and that installation and use of such towing equipment will not void the manufacturer's warranty. 5. INSURANCE AND INDEMNIFICATION A. During the term of this Agreement and in connection with the use and operation of any Vehicle leased hereunder, Lessee at its sole cost and expense shall provide and maintain standard automobile liability insurance, which complies with applicable law and which coverage shall be primary and which shall not include any self-insured retention or deductible in excess of 53,000.00, protecting Lessor against any and all liability, with minimum limits equal to the greater of (1) the minimum limits required by law; and (2) 5500,000.00 per person per occurrence with respect to bodily injury, $500.000.00 for all persons per occurrence with respect to bodily injury and SI00,000.00 for damage to property per occurrence. B. During the term of this Agreement and in connection with the use and operation of any Vehicle leased hereunder, Lessee at its sole cost and expense shall provide full collision and comprehensive automobile physical damage insurance on each leased Vehicle which complies with applicable law with deductibles in amounts satisfactory to Lessor, covering loss from fire, theft, windstorm and other comprehensive hazards as well as collision protection. Notwithstanding Section 5.A. above, Lessor reserves the right to adjust coverage requirements prior in delivery ofthe Vehicle. C. Other Requirements. For die avoidance of doubt, it is understood that the insurance descnbed in Sections 5.A. and 5.B. shall cover a Vehicle from the time of delivery to Lessee as determined in accordance with Section 2.B. until the time of surrender of such Vehicle to Lessor. Lessee must provide Lessor with acceptable evidence of insurance for such coverages as referred to above concurrently with the placement of a VLO and prior to delivery of any Vehicle, which evidence of insurance shall name Lessor as an additional insured and loss payee. In support of the forgoing, Lessee hereby irrevocably grants to Lessor Lessees limited power of attorney to make claims for, receive payments of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any insurance policy required by Sections 5.A. and 5.B. Any notice of cancellation, expiration or matmal change in said insurance coverage to be provided hereunder shall be given to Lessor in writing at least thirty (30) days in advance ofsuch event. All insurance policies must provide that no action, inaction or misrepresentation by Lessee or anyone other than Lessor shall affect Lessors right to recovery thereunder. At The request of Lessor. Lessee shall deliver a full and complete copy of all insurance politics maintained in accordance with this Section 5. Lessor shall be under no duty to exandne such policies or any other evidence of insurance nor to advise Lessee if the insurance coverage fails to comply with the requirements of Section 5 of this Agreement ii. Lessee shall cooperate filly with Lessor or any insurer providing insurance hereunder in the investigation, prosecution or defense of all accidents, claims, and suits arising out of or in connection with the use or operation of any Vehicle. Without limiting the foregoing, Lessee shall promptly notify Lessor of any such investigation, prosecution or defense and shall forward to Lessor a copy of every demand, notice, summons or other process or correspondence received in connection therewith. iii. As between Lessee and Lessor, Lessee shall bear all risk of loss, damage or destmction to each Vehicle leased hereunder (which may exceed the actual cash value of such Vehicle) and all liability. costs. claims or expenses (including any expenses of Lessor in connection with making claims under any insurance policy) arising in connection with such Vehicle, however caused. Pw 6 0 xe Initiate F+s+'., I,ccwr Initials including without limitation, collision, fire, theft, flood, confiscation, destruction or conversion, abandonment or unauthorized sale or concealment by agents or employees of Lessee. or any other cause or combination ofcauses which may occur, from the time of delivery until surrender of such Vehicle to Lessor. The existence of liability insurance or collision or comprehensive insurance obtained by Lessee as required by this Section 5 shall not limit Lessee's liability to Lessor hereunder (it being understood that Lessor shall not be entitled to receive any double recovery hereunder). iv. Lessee shall immediately notify Lessor by telephone of any accident or incident potentially giving rise to any damage or liability claim involving any Vehicle and confirm such notice in writing within three (3) business days of the accident or incident. Further, in connection with any accident or maiden potentially giving rise to any damage or liability claim involving any Vehicle, Lessee 1) shall permit Lessor to inspect such Vehicle, (2) shall notify Lessor and the appropriate insurance carrier(s) of all claims and demands in connection therewith, (3) shall cause its drivers, agents and employees in cooperate fully with Lessor and any insurance carrier(s) in the investigation, defense and prosecution of any claims or suits arising from the operation or use of such Vehicle and (4) shall forward to Lessor a copy of every demand, notice, summons or other process or communication received in connection with such claim. D. If Lessee fails to provide and maintain insurance coverages as required by this Section 5, or fails to furnish Lessor with required evidence of such insutance coverage, Lessee shall be in default of this Agreement. Lessor may, at its option, immediately terminate Lessee's rights under this Agreement or obtain such required insurance on behalf of Lessee and Lessce agrees to reimburse Lessor for the premium for any such acquired insurance. It is understood that any insurance acquired by Lessor may not name Lessee as an insured or loss payce and may be more expensive than insurance that Lessee could obtain independently. E. Indemnification. Lessee agrees to indemnify, defend and hold hamiless Lessor, its affiliates, agents, successors and assigns from all costs, losses, claims, expenses, damages, suits, or liabilities, including reasonable atmmeys' fees and expenses relating to the enforcemem of Lessors rights under this Agreement, of whatever kind and name, unless prohibited by applicable law, arising out of or in connection with the breach by Lessee of this Agreement, an event of default under this Agreement or the use whether authorized or unautonzed), misuse, condition, repair, storage, return or operation including, but not limited to, latent and other defects, whether or not discovered by Lessee) ofany Vehicle (collectively, 'Indemnified Losses'), except to the extent attributable to the gross negligence or willful misconduct of Lessor. it. Lessor shall not be liable for the loss of or damage to any property or goods left in or upon any Vehicle. Lessee agrees to indemnify Lessor for any damages or liability resulting from Lessee's property or goods or any property or goods in Lessees care or custody while said goods are in or upon such Vehicle, which property or goods are not included in the related VLO and/or Schedule A. iii. The indemnity set forth in this paragraph E is absolute and unconditional and includes Indemnified Losses arising fom, without limitation, negligence, strict liability, breach of contract (including claims by Lessor against Lessee), vicarious liability, defects in manufacture or maintenance and breach of warranty, but does not extend to claims or liability arising from the gross negligence or willful misconduct of Lessor, and shall continue in full force and effect regardless ofwhere, how or by whom any Vehicle is operated, and notwithstanding any insurance coverage or other indemnity obtained by or in favor of Lessor or Lessor. This indemnity shall survive the termit aloe of this Agreement F. If any Vehicle shall be lost, destroyed or stolen, then (subject to the provisions of clause iv of Section 7.C. with respect to the minimum noncancelable lease tam) Lessee shall not be responsible for the rental payments after acceptable settlement is received by Lessor from Lessee and /or Lessee's insurance provider although Lessee will remain responsible for any excess mileage charge or previously unrepaired damage applicable to such Vehicle. G. LESSOR SHALL NOT BE LIABLE TO LESSEE, ITS EMPLOYEES, AGENTS OR TO ANY PERSON, FIRM OR CORPORATION, FOR BUSINESS LOSS OR ANY LOSS OR INTERRUPTION OF OR DAMAGE TO BUSINESS OR PROFITS, OR FOR OTHER DAMAGES OF ANY KIND OR NATURE WHATSOEVER INCLUDING (WITHOUT LIMITATION) ANY LOSS OR DAMAGE CAUSED BY Page 7 !/C Initials V—kM Lessor Initials REASON OF THE THEFT, CONVERSION, DESTRUCTION, LOSS, REPAIRS, ADJUSTMENTS, SERVICING, REPLACEMENT, OR ANY INTERRUPTION IN THE SERVICE OR AVAILABILITY FOR ANY REASON OF ANY VEHICLE, WHETHER ORIGINAL OR SUBSTITUTED, PROVIDED UNDER THIS .AGREEMENT. RETURN OF VEHICLE A. It is expressly understood and agreed that each Vehicle leased hereunder shall be returned to Lessor at the end of the Vehicle lease term or any extension thereof, in a condition as good as when first received, ordinary wear and tear excepted. 'Onlinary wear and tear', as used in this Agreement, shall include, without limitation: mirror paint chips not through to metal or on the trailing edge of doors and fenders, minor nicks or scratches not having depth, normal wear of carpeting, mats acrd upholstery. Upon the mum or repossession of any Vehicle, Lessee shall be obligated to surender possession of such Vehicle together with all license plates, registration certificates, documents of title or similar documents, Lessors maintenance instruments and certification regarding the accurateness of the odometer readingof such Vehicle as required by Section 3 above. B- The Lessee agrees that upon expiration, cancellation or termination of the lean with respect to any Vehicle, Lessee shall return such Vehicle to Lessor at Lessee's expense to a place mutually agreed between the parties hereto. Lessee will pay any and all reasonable and necessary expenses incurred by Lessor as a result of a breach of this clause. C. Lessee shall give Lessor at least thirty (30) days written notice prior to returning any Vehicle. Each Vehicle shall be returned to the custody of Lessor no later than the end of the thirty (30) day notice period. Lessee's obligation for monthly charges shall continue through the end of the thirty (30) day notice period or until the end of the lease term for such Vehicle. whichever is later. If a Vehicle is kept in service past the initial lease term and is not extended for a specific term, the terms of the original lease (as modified by any addenda) shall continue on a month-to-month basis. D. Lessee agrees to maintain all tires, including the spare tire, in safe driving condition. Upon termination for any reason ofa lean with respect to a Vehicle, there shall be a tire tread depth of at least 5/32 of one inch on each of the five 15) dyes. Ifthere is not tread depth of 5132 ofone inch remaining or if any tire(s) have breaks or cracks, Lessee agrees to pay Lessor the cost of satisfactory replacement bre(s). E. Ifany Vehicle is not in satisfactory operating condition at the time such Vehicle is returned to Lessor. Lessee agrees to pay Lessor the cost of putting such Vehicle in satisfactory operating condition (as determined in the reasonable judgment of Lessor). F. A report prepared by Lessor or its agent or representative (a "Vehicle Condition Rew ') will be used as the basis for billing damage charges, if any, to the Lessee with respect to abnormal wear and tear. "Abnormal wear and tear° includes, without limitation. the following accident or related physical damage; advertising signs, lettering or other devices or other modifications described in Section 4.D. above; scratches or depressions through the color coat of paint requiring metal work; storm damage; any glass damage including breaks, cracks, stone chips or scratches; any sand damage; holes or tears In the interior fibnes as well as any unusual wiling or spoiling; bum holes; holes in the dashboard, floor or elsewhere resulting from auxiliary equipment installation; damage requiring straightening, refinishing or replacement; or the existence of mismatched paint or tires. Notwithstanding such Vehicle Condition Report, Lessee may hire a nationally recognized independent appraiser at Lessee's expense to determine the cost, if any, of restoring, repairing and servicing the related Vehicle to place it in the retum condition required by this Agreement. A copy of the inspection report will be furnished to the Lessee upon request. Such appraisal and/or Vehicle Condition Report will be the basis for billing abnormal wear and tear charges to Lessee. Lessee agrees to pay my costs indicated by Lessor upon receipt of the invoice for such, and such obligation by Lessee shall not be mitigated even if Lessor elects to sell or re-lease the related Vehicle without actually restoring, repairing or servicing the related Vehicle to place it in the applicable return condition. G. Mileage shall be apportioned monthly from the date of delivery of the Vehicle. Lessee will pay Lessor in addition to the monthly rental charges, a cents per mile charge o seated on the Schedule A for all mileage (as disclosed on the Vehicle's odometer) in excess of the mileage allowed. Lessor will bill Lessee for the full amount of the excess mileage at the termination of the Vehicle's lease. In the event that a Vehicle lease is not formally extended but remains in service on a month-to-month basis beyond the initial lease tens, Lessee shall incur mileage charges with respect to the related Vehicle based on the stated monthly - apportioned mileage. Lessee hereby agrees that the mileage indicated on the Vehicle's odometer shall be the basis for such assessment. Page 8 aY,/( Initials N-'t I. Initials H. Lessor is not required to notify Lessee that the lease term for any Vehicle is about to expire. However. Lessor shall have the right to demand the remm of the Vehicle so specified on the lease end date and at any titre thereafter. Lessee agrees to comply with such demand. 7. DEFAULT OF LESSEE A. The following shall constitute "events ofdefault" under this Agreement: (1) Lessee shall be in default of the payments required to be made by Lessee hereunder and such default continues unremedied for a period of five (5) business days after written notice of such failure is delivered by Lessor to Lessee, or Lessee shall breach any other material representation, warranty, covenant, term or condition of this Agreement or any other agrcement between Lessee and Lessor or any of is affiliates to be kept or performed by Lessee, (2) Lessee shall file a petition in bankruptcy or shall make an assignment for the benefit of creditors, (3) proceedings in bankruptcy shall be instituted against Lessee, (4) Lessee shall be adjudicated a bankrupt or if a receiver shall be appointed for Lessee's property or business, (5) Lessee shall permit or suffer any material distress, attachment, levy or execution against any or all of is property or on any Vehicle, (6) Lessee ceases doing business or transfers a major part in value of its asses, (7) any financial or credit- related information provided to Lessor or any of is affiliates by or on behalf of Lessee was materially incorrect or misleading when provided to Lessor or such affiliate, and (8) an ever shall have occurred which, in the reasonable judgment of Lessor, is likely to result in a material adverse change in the business, asses, operations or financial condition of Lessee. B. If Lessee abandons, attetrips to return or returns any Vehicle prior to the end of the minimum noncancelable lease term other than in connection with a damaged Vehicle deemed a total loss or a lost or stolen Vehicle. Lessor may declare Lessee in default with respect to any Vehicle so abandoned or rerumed in which event Lessee shall pay Lessor all amounts due with respect to such Vehicle and the lease terns related thereto. The remedy set forth in this paragraph shall not limit Lessor from pursuing any further remedies it might have as more clearly defined in Section 7.C. Notwithstanding the foregoing, a surrender of a Vehicle in return for accepting delivery of a replacement Vehicle in accordance with Section 2.C. above shall not constitute a default hereunder. C. Remedies for Default by Lessee. In the event ofa default by Lessee as to one or more Vehicles leased under this Agreement or under any other master lease agreement between Lessee and Lessor, Lessor has the option to retain possession, repossess or temtinate this Agreement as o all leased Vehicles as collateral security for the payment of all amounts due and owing Lessor. Lessee authorizes Lessor to apply to the payment of any sums due Lessor hereunder as rent or otherwise, any sum of money belonging to Lessee, which may come into Lessors possession. Lessee agrees that Lessor shall have the right, at is option, to set-off and apply any amounts due Lessor against any of Lessee's funds held by Lessor and to charge any such amounts to other Vehicles leased pursuant to this Agrcernrnt. If an event of default by Lessee as to one or more Vehicles leased under this Agreement or under any other master lease agreement between Lessee and Lessor has occurred and if Lessor deems it necessary for its protection, Lessor may repossess all Vehicles wherever found or retain possession of Vehicles in possession of Lessor (and Lessee hereby authorizes lessor and its agents in conduct such repossession, including by entenng any premises where any Vehicle may be and removing such Vehicle therefrom). Repossession shall not terminate Lessee's obligations under the terms of this Agreement and shall be without prejudice to all other remedies available to Lessor for collection of all sums due from Lessee. Lessee shall pay all costs associated with repossession. iii. Upon an event of default by Lessee. [nor may (a) declare all sums owing hereunder ardior all monthly rental payments immediately due and payable as liquidated damages and not as penalty, b) terminate this Agreement by nonce in writing to Lessee, and (c) proceed by any appropriate legal or equitable action to enforce performance by Lessee of this Agreement, and to make collection of all of mid rentals and amounts of money due, and to recover damages, together with costs of such proceedings, (including reasonable attorneys' fees and expenses). Upon termination of this Agreement, all rights (but not all obligations) of Lessee to Vehicles and under this Agnemrnt shall cease. iv. Lessee's minimum noncancelable lease term shall be twelve (12) months. In the event that any lease under this Agreement is terminated prior to the anticipated (case end date, then Lessee shall immediately pay Lessor r(( 11) 7 all 1payments due and unpaid as of the date of such termination, (2) all Page ! / (1ovLQ. Initials K,+ Lt rInitials monthly rental payments (including sales tax) remaining through the end of the minimum noncamelable leaser tun, (3) the Early Termmnation Charge for such lease and (4) excess mileage charges (calculated by pro- rating the mileage allowed to the date of termination) and abnormal wear and tear charges in accordance with Section 6. The "Early Termination Char " for any lease is an amount equal to the lesser of (a) the product of (i) the amount of a monthly [rata] payment including sales tax) and (ii) ten and (b) the pruduct of (i) the sum of the remaining monthly rental payments (including sales tax) scheduled to occur between the end of the minimum noncancelable lease term and the end of the anticipated lease end date and (u) fifty percent (509/5); provided, however, that if any lease is terminated at a time when there are six or fewer monthly rental payments remaining through the and of the anticipated lease end daze, then the "Early Termination Charge for such lease is an amount equal to the lesser of (x) the sum ofthe remaining monthly rental payments (including sales tax) and (y) the product of the amount of a monthly rental payment including sales tax) and three. Lessee shall also, at the time of termination, pay Lessor for all other sums due and payable under the terms and conditions of this Agreement. Payments made to Lessor under the provisions of this paragraph shall not be in lieu of remaining obligations of Lessec, including but not limited to other charges specified in Section 6. V. The remedies provided to Lessor under this Section 7.C. and the other provisions of this Agmement shall not be deemed to be exclusive, but shall be cumulative and shall be in addition to all other remedies in Lessor's favor existing in law, in equity or in bankruptcy. No failure on the par of Lessor to exercise, and no delay on the pan of Lessor in exercising, any right or remedy hereunder shall operate as a waiver thereof. DISCLAIMER OF WARRANTY A. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THIS AGREEMENT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST LESSOR WITH RESPECT TO ANY OF THE FOREGOING. NO DEFECT OR UNFITNESS OF THE EQUIPMENT SHALL RELIEVE LESSEE OF ITS OBLIGATION FOR PAYMENT AND OTHER CHARGES TO LESSOR PROVIDED FOR HEREIN OR OF ANY OTHER OBLIGATION UNDER THIS AGREEMENT. ANY WARRANTY COVERAGE PROVIDED TO LESSOR FROM THE MANUFACTURER(S) OF THE VEHICLE LEASED UNDER THIS AGREEMENT SHALL BE PASSED THROUGH TO THE LESSEE FOR THE TERM OF THE LEASE TO THE EXTENT PERMITTED BY MANUFACTURER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSOR SHALL NOT BE LIABLE TO LESSEE, ITS CUSTOMERS OR THIRD PARTIES FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN ANY VEHICLE, OR FOR ANY DIRECT, INDIRECT. SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF THIS LEASE OR ANY VEHICLE, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR NEGLIGENCE, OR FOR LOSS OF ANY VEHICLE, OR FOR ANY INTERRUPTION IN LESSEES BUSINESS BY ITS INABILITY TO USE ANY VEHICLE FOR ANY REASON WHATSOEVER. LESSOR MAKES NO REPRESENTATION AS TO THE TREATMENT BY LESSEE OF THIS LEASE FOR FINANCIAL STATEMENT OR TAX PURPOSES. LESSEE 1S LEASING ALL VEHICLES FROM LESSOR ON AN AS IS" BASIS. IN NO EVENT SHALL LESSOR BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED. B. It is understood and agreed by the parties hereto that no automobile dealer, employee or agent of any dealer or employee or agent of Lessor has authority to make any representation or warranty to Lessee on Lessors behalf regarding the performance, merchantability or serviceability of any Vehicle, or to make any estimates regarding the salvage value ofany Vehicle, or any modification or amendment to any tern ofthis Agreement other than in aaordmce with Section 10.8. 9. ASSIGNMENT A. Lessee shall not assign. transfer, encumber or convey any interest in this Agreement or any interest in any Vehicle leased hereunder without the prior written consent ofLessor (which consent will not be unreasonably withheld). Any such consent shall not relieve the Lessor of its obligations and liabilities hereunder without the express written consent of the Lessor (which consent shall be in the sole discmion of the Lessor). In no event may Lessee sublet any interest in this Agreement or any interest in any Vehicle leased hereunder. Any purported assignment, transfer, encumbrance or conveyance without Lessues prior written consent shall be void. Any person (i) into which Lessee may be merged or consolidated, (ii) resulting from any merger or consolidation to which Lessee shall be a parry, (iii) that acquires by conveyance. transfer or lease Page 10 d' Imtials a" l.r initials substantially all of the assns of Lessee or (iv) succeeding to the business of I.esee, must (x) execute an agreement of assumption to perform every obligation of Lessee under this Agreement and (Y) provide financial information reasonably requested by Lessor, in each case within ten (10) business days of such event. B. Subject to Section 9.C. below, Lessor may assign, and Lessee hereby consents to such assignment of all or any portion of the Vehicle(s) and/or any rights of the Lessor under this Agreement, including (without limitation) all or my rentals due or to become due hereunder. Lessor may also grant a security interest in any Vehicle (cased hereunder or any of Lessor's rights under this Agreement No assignmem or execution of a security interest by Lessor shall alter Lessee's primary responsibilities with respect to the Lease or relieve Lessee from any liability hereunder. Lessee agrees that any such security interest and the liar thereof heretofore and hereafter placed by Lessor shall be superior to this Ageennent and that Lessee will out assert against any assignee or secured parry any claim, defense or set-off it may have against Lessor. Lessor alsoshallhavethetighttotransferownershipofVehiclesnoworhereaftercoveredbythisAgreement. Lessee shall recognize any such assignment. Lessor may designate other entities (each, a "Lessor Desianee") to lease Vehicles to Lessee on the terms set forth in this Agreement and the Addenda Each I Designee will have the same rights as Lessor under this Agreement, and either Lessor or the Lessor Designee may directly enforce such rights against Lessee. For any rights with respect many Vehicle leased to Lessee by aLessorDesignee, references in this Agreement to lessor will be deemed to be references to the Lessor Designee. Lessee agrees that Lessor or any Lessor Designee may appoint one or more agents to act on its behalf and that such agents have the power and right to administer and enforce this Agreement. If lessor causes the certificate of title or other evidence of ownership of any Vehicle to be issued in the time of any other entity as owner. Lessor shall be deemed to have designated the titled owner as the Lessor Designee with respect to such Vehicle. Lessee agrees to cooperate with Lessor to comply with the requirements of any applicable law in connection with the titling, registration and plating of any Vehicle following any assignment of this Agreement by Lessor or any transfer of ownership by Lessor in any Vehicle to a third Party. C. This Agreement shall be binding on the respective parties, their successors, legal representatives and assigns. So long as Lessee is in compliance with the terms of the lease, Lessee will be entitled to continue quiet enjoyment of Vehicles leased under this Agreement in the event that a third party assumes title to the Vehicles or any other rights of Lessor hereunder. 10. GENERAL A. This Agreement (including all related amendments, modifications and supplements) constitutes the entire Agreement between the parties with respect to any Vehicle subject to a VLO with respect to a closed -end lease placed by Lessee on or after the Effective Date. For the avoidance of doubt, no Vehicle ordered by Lessee for lease or leased by Lessee from Lessor prior to the Effective Date shall be subject to the terms and conditions of this Agreement unless Lessee and Lessor explicitly agree in writing that this Agreement shall apply to such Vehicles, and in tea event will a Vehicle ordered by Lessee for lease or leased by Lessee with respect to an open -end lease be subject to the terms and conditions of this Agreement. B. Any amendment, modification or supplement to this Agreement (other than any Schedule A) must be in writing signed by Lessor and Lessee. Delivery of an executed counterpart of a signature page to myamendment, modification mr supplement to this Agreement (including without limitation, any VLO or VQ) by facsimile or electronic delivery shall be as effective as delivery of a manually executed counterpart of such amendment, modification or supplement Each Schedule A shall be effective as a supplement to this Agreement upon delivery of such Schedule A to the Lessee in accordance with Section I.D. above. Notwithstanding the foregoing, any amendment, modification or supplement to this Agreement generated by Lessor that revises specific turns and conditions applicable only to an identified Vehicle and related lease (or an identified group of Vehicles and related leases) shall be effective as a modification to this Agreement with respect to such identified Vehicle(s) and related lease(s) upon delivery to Lessor of such amendment, modification or supplement executed by Lessce. C. The tides of the various paragraphs in this Agreement arc intended to facilitate reference to the Agreement only and shall not be employed in construction of any provision of this Agreement. The terms contained in this Agreement are applicable to the singular and plural forms of such terms and to the masculine, feminine and neuter genders ofsuch terms. D. Neither the failure of Lessor to insist upon the performance of any temp or condition of this Agreement or in exercise any right or privilege conferred by this Agreement nor the waiver by Lessor of any such term or condition shall be construed as thereafter waiving any such term, condition, right or privilege. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by Lessor. No Page 11 "`esste Initials a Lessee Initials waiver of any provision of this Agreement: at such time will be deemed a waiver of such provision at any other time. E. This Agreement shall be Interpreted and applied in accordance with die substantive law of the State of Ohio without giving effect to its conflicts of laws rules. lessee and lessor agree that this Agreement is an agreement deemed made in Ohio. lessee cad Lessor hereby submit to the non -exetasive jurisdiction of the district court of the United States for the Southern District of Ohio and of any other court of applicable jurisdiction located in Cincinnati, Ohio. To the extent permitted by law, both parties to this Agreement bereby waive any and all right to any trial by jury in my action or proceedings directly or indirectly hereunder, and wbether arising In law or equity. F. Any default notice to be given by either party herein to the other shall be in writing and shall be domed given when deposited in the United States mail, postage prepaid and sent by either Certified or Registered Mail, to the other party at its address as the same appears herein or at an address of which such other parry may have notified the first party in writing. Notices not relating to the default by a party to this Agreement may be given by either party herein to the otter via facsimile, electronic mail or any other mutually agreeable form of communication, provided that such notice shall be deemed to not have been delivered until the sending party receives verbal or written confirmiatton from the other party that such notice has been received. G. The creditworthiness of Lessee and any guarantor is a material condition to this Agreement. Lessee shall provide Lessor with financial information reasonably requested by and satisfactory to Lessor during the term of this Agreement. Nothing herein shall be construed to require Lessor to accept any VLO. H. Should any pan, term or provision of the contract be by the courts decided illegal or in conflict with any applicable law, the validity ofthe remainingportions or provisions shall not be affected thereby. L A "Valid Orden', as used in this Agreement, will mean each ofthe following: An order in writing for a Vehicle signed by a Permitted Signa in the form attached as Exhibit 2 hereto (or in any other form acceptable to Lessor in its sole discretion). ii. An order submitted electronically through Lessor's "Customer Access System" or similar internet application. iii. An order sent by a Permitted Signer to Lessor via electronic mail which includes the information specified in Exhibit 2 hereto. A "Permitted Siemer , as used in this Agreement, will mean each of the following: 1. Any officer or director of Lessee or an Authorized Affiliate. ii. Any person identified on a list provided by Lessee or an Authorized Affiliate to Lessor, as such list they be revised from time to time. iii. If Lessor has not received a list of persons authorized to be "Permitted Signers" from the Lessee or an Authorized Affiliate, then any person whom the Lessor reasonably believes is authorized to act on behalf of Lessee or an Authorized Affiliate. K. An "Authorized Affiliate ", m used in this Agreement, will mean any corporation, limited liability company, partnership, trust or other person designated by Lessee in writing to Lessor as m "Authorized Affiliate" of Lessee or otherwise designated as a person to whom Lessee has granted authority to submit a VLO in connection with this Agreement, as reasonably determined by lessor. IN W WHEREOFf'tbya partie$$ hereto have caused this Comm ercial Motor Vehicle Lease Agreement to beexecutedthisdayofl1 rC-{t , 20 T. Remainder of Page Left Intentionally Blank] Page 12 Initials M+\ lessor Initials Lessee: Town of Los Gatos Lessor: Mile Albert, Ltd Name: y"Y' CGS L -'S°' Name: F K' Title: I ( WW R'y')^ Title: T Q+ Witness: C.J -'tCC. . pit lG11 witness: Address of Lessee: 110 E. Main St- Los Gatos, CA 95030 Tel: (408) 354 -6834 Fax: (408) 399 -5186 A'YJprvveoL AS -m FOeH. vwn Page 13