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HomeMy WebLinkAboutC-21329 0 ADDENDUM TO TRUCK AGREEMENT AND SERVICE AGREEMENT This Addendum to Truck Rental and Service Agreement ( "Addendum ") is entered into by and between the City of Arcadia, a California municipal corporation ( "Customer') and Los Angeles Truck Centers, LLC, a California limited liability company ( "Lessor "). 1. Pose of Addendum. The purpose of this addendum to supplement and amend that certain Truck Rental and Service Agreement between Customer and Lessor of even date herewith ( "Agreement'). Unless otherwise defined herein, all defined terms shall have the meaning set forth in the Agreement. In the event of any inconsistency between the Agreement and the terms of this Addendum, the Addendum shall control. Except as specifically modified in this Addendum, nothing contained in this Addendum shall be construed as modifying, releasing, altering, or affecting the Agreement. Upon the effectiveness of this Addendum, each reference in the Agreement to "this Agreement ", "hereunder ", "herein ", "hereof', or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Addendum. Vehicle Description. Customer shall lease from Lessor the following Vehicle: 1990 PIERCE ARROW CUSTOM PUMPER Stock No. 1018F Arrow Four Door Custom Chassis 8V92 430 HP Detroit Diesel Engine 60,556 Miles 14,400 lb. Front Axle 38,400 lb GVW Waterous 1,250 GPM Fire Pump • One (1) 6" Left Side Suction Inlet • One (1) 2 1/2" Left Side Suction Inlet • Two (2) 2 1/2" Left Side Discharge • One (1) 2 1/2 "Rear Discharge, Left Side • Two (2) 1 1/2" Crosslays One (1) Booster Reel w/Pistol Grip Nozzle 500 - Gallon Water Tank Honda EM3500SX Portable Gas Generator Kussmaul Auto Charge 2000 One (1) 14' Roof Ladder One (1) 10' Folding Ladder Pierce Fire Apparatus Pumper Body Vin No. 4P 1 CA02D5LA0001 HT -741 Allison Transmission 6, 919 Engine Hours 24,000 lb. Rear Axle 1,084 Pump Hours One (1) 6" Right Side Suction Inlet One (1) 2 1/2" Right Side Suction Inlet Two (2) 2 1/2" Right Side Discharge One (1) 2 1/2" Rear Discharge, Right Side Akron #3433 Apollo Hi Riser Deck Gun 110 -Volt Receptacle @ Pump Panel Air Out @ Pump Panel w /Shut -Off Valve Two (2) Telescopic Quartz Lights Federal Q213 Recessed Mounted Siren One (1) 24' 2- Section Ladder Air Inlet @ Driver's Door Pierce Stock No. E- 5178 -01 3. Lease Term. The lease term shall be for a period of one (1) year. The term may be renewed for an additional one (1) year term if Customer gives Lessor a notice of renewal no less than thirty (30) days prior to the end of the term. 4. Lease Pa,}ment. The lease rental rate for the Vehicle shall be One Hundred Dollars ($100.00) per day. RVBU8kGWP\678649.2 1 � � S. Termination. (a) The lease may be terminated by Customer at any time during the lease term and any renewal term upon thirty (30) days prior written notice to Lessor. (b) Notwithstanding the terms of Section 11 of the Agreement, under no circumstances shall the Customer be required to purchase the Vehicle following a termination for any reason and the remedies of Lessor for a breach or default by Customer shall be limited to those remedies set forth in Sections 1 I(C)(1), I I(C)(2) and I I(C)(4). 6. Amendment to Section 1(b). The second and third sentences of Section 1(b) of the Agreement are hereby deleted in their entirety and replaced with the following: "In the event that, subsequent to the date of execution of this Agreement by Lessor, any federal, state or local law, ordinance, or regulations requires the installation of any additional equipment, Customer shall have the option of paying the cost associated with such equipment, including any third party installation expenses, or terminating this Agreement in accordance with Section 5(a). In the event that Customer agrees to upgrade the Vehicle as required by law, then Lessor agrees to install the upgrade or arrange for such installation and Customer agrees to pay Lessor the full cost (provided that Lessor shall not charge Lessee for the labor costs associated with installation if the upgrade is installed at Lessor's maintenance facility)." 7. Amendment to Section 3. Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph: "A. Customer agrees to provide at its sole cost: (1) tires, tubes, lubricants and all other operating supplies necessary for safe and legal vehicles operation as an emergency vehicle, provided, however, that the Vehicle is delivered to Customer with tires in good condition and tread depth greater than 8/32" in the front tires and 6/32" in the rear tires; (2) Maintenance and minor repairs including all labor and parts required to keep the Vehicle in good operating condition for safe and legal operation as an emergency vehicle; (3) Painting and letter at the time the Vehicle are placed into service; (4) Road service for minor mechanical repairs or tire failure." Sections 3(b) and 3(c) of the Agreement shall be renumbered as Sections 3(d) and 3(e) and the following new sections 3(b) and 3(c) shall be added: `B. Lessor agrees to provide at its sole cost: (1) Major repair or overhaul of Detroit motor not resulting from Customer misuse or negligence; (2) Major repair or overhaul of Allison transmission not resulting from Customer misuse or negligence; (3) Major repair or overhaul of Fire Pump not resulting from Customer misuse or negligence, (4) Major repair or overhaul of Differential not resulting from Customer misuse or negligence; (5) Major repair or overhaul of Front and/or Rear leaf springs not resulting from Customer misuse or negligence. The definition of overhaul and or major repairs, are repairs valued in excess of $10,000.00. At such time of major overhaul or repair requirement, the lessor at their discretion reserves the right to terminate the lease. The lessee is responsible for all other repairs and maintenance of the vehicle. RVBU&GWP%78649,2 2 pr C. Lessor agrees to deliver vehicle with safe, operational, and legal brake components at start of Lease. Customer agrees to service and maintain brakes as required to keep brakes within legal limits. Customer agrees to provide at its sole cost replacement of brake pads or shoes, disc rotors, drums, air lines, and oil seals, required as a result of customer use. Lessor agrees to compensate Customer for parts and labor for repairs to brakes necessary to keep brakes safe and legal within the first 90 days of lease, not resulting from Customer misuse or negligence." 8. Amendment to Section 8. The following sentence shall be added to the end of Section 8 of the Agreement: "Notwithstanding the foregoing, Lessor acknowledges that Customer is a public agency and that Lessor shall not invoice Customer for any tax or other governmental charge or fee without first providing Customer the opportunity to review whether Customer is exempt from the payment of same." 9. Amendment to Section 9. Section 9 of the Agreement shall be prefaced with the qualification: "Except as provided in Section 8(a), ". 10. Amendment to Section IO(A)(3). Section IO(A)(3) of the Agreement shall be deleted in its entirety and replaced with the following: "(3) Customer releases and agrees to indemnify, defend and hold harmless from any and all loss, cost, claim, expense, loss of use, and liability by reason of injury (including death) of persons, damage to property or violation of any federal, state or local law or regulation (including without limitation all such laws applicable to the operation of the Vehicle and the release or disposal of any fuel, oil or other hazardous material used in connection with the Vehicle), which arises out of the use, operation or maintenance of or defect in a Vehicle or any other vehicle provided by Lessor in excess of applicable insurance limits and to the extent not covered by any insurance, provided, however, that the foregoing obligations shall not apply to the extent that any such liability is attributable to the negligent acts or omissions of Lessor." 11. Force Maieure. Notwithstanding the second sentence of Section 13 of the Agreement, the Customer's obligations to make lease payments under the Agreement shall be suspended during any period in which the Lessor is unable to perform its obligations under the Agreement due to an event of force majeure. 12. Limitation of Liability. In consideration of the limitation of warranty and liability of Lessor contained in Section 15 of the Agreement, Lessor agrees that it shall assign to Customer any rights it has as the owner of the Vehicle with respect to warranty claims or product liability claims against the manufacturer. [signature page follows] RVBMGWP\678649.2 3 // IN WITNESS WHEREOF, this Addendum has been executed by Customer and Lessor as of the _ day of February, 2005. LESSOR: LOS ANGELES TRUCK CENTERS, LLC a California limited liability company By: Name: s rw o r es Title: y, 7- - O�af+� CUSTOMER: CITY OF ARCADIA By: t 10M William R. Kelly, City Manager APPROVED AS TO FORM: - Stephen P. Deitsch, City Attorney A T ST: City C eI r cf -- RVBUS \GWM78649.2 �} TICK LEASE AGREEMEN* This Truck Lease and Service Agreement Is made as of the 1-1 day day of March 2005 , between ^LOS ANGELES TRUCK CENTERS,LLC ribs with an address at 2429 S Peck Road Whittier,Calfiornia 90601 ( "Lessor ") and THE CITY OF ARCADIA with an address at ARCADIA FIRE DEPARTMENT 710 S. SANTA ANNTA 1. EQUIPMENT COVERED AND TERM: A. Lessor agrees to lease to Customer and Customer agrees to lease from Lessor the Vehicles on Schedule A now or hereafter made a part of this Agreement ( "Vehicle(s) "). Execution of a Schedule A constitutes Customer's authorization to Lessor to acquire the Vehicles selected by Customer. The Agreement will become effective with respect to each Vehicle on the date tendered by Lessor and continue for the term specified on Schedule A unless terminated earlier as provided In this Agreement. B. Arceptance of Vehicles in service constitutes Customer's acknowledgement of compliance with Customer's specifications. Customer agrees to pay for any structural alterations (riot to be made without Lessor's prior written consent), special equipment, or material alterations In painting, leftering or artwork thereafter reGulred by Customer. In the event the' subaequeM to the dale of execution of this Agreement by Lessor, any federal, state or 1001 law, ordinance, or regulation require s the Installation of arty additional equipment, Customer will be responsible for all costs Including installation expenses. Lessor agrees to either Install or arrange for such Installation arhd Customer agrees to pay Lessor the full cost. C. Where a Vehicle Is operated by Customer with a trailer or other equipment not included on Schedule A, or not maintained by Lessor under a corporate agreement, Customer aggrees that such trailer and/or equipment will be in good operating condition. No standing any other provision of this Agreement, Customer will damnify and hold Lessor harmless from any claim, loss or damage caused such trailer and/or equipment. 7. All Vehicles provided by Lessor to Customer shall be subject to all the provisions of this Agreement, except for the charges. The charges for an extra Vehicle shall be as agreed byy the parties from time to time. N Interim, extra or substitute Vehicles are fumishad, they shall be furnished from Lessor's rental fleet without special painting or lettering and without any special equipment. The term Wehicle" herein shall include any substitute, extra or Interim vehicle, except where Indicated otherwise. E. On the expiration or termination of the term of this Agreement for a Vehicle, Customer shall (unless Customer shall purchase the Vehicle hereunder) return the vehicle to Lessor at the Lessor location where it was maintained In the same condition as on the date of delivery, ordinary wear and tear expected. A vehicle not returned on or prior to its expiration date shall continue to be subject to the terms and conditions of this Agreement. 2. OPERATION OF VEHICLES: A. The Vehicle will be used and operated by Customer only in the normal and ordinary course of Customer's business, not In violation of any laws or regulations pneluding Iepal weight and size limits) and Customer will indemnify and hold harmless Lessor from any claim, loss or damage arising out of any such violation. B. Each Vehicle will be prompt)y returned by Customer to Lessor's facility specified on Schedule A at the end of Its lease term unless Customer purchases the Vehicle as provided for hereinafter. C. Customer agrees that any passenger In the Vehicle will be someone who Is the employee or agent of Customer, subject to Customer's exclusive direction and control. 3. MAINTENANCE AND REPAIR TO VEHICLES: A. Customer agrees to provide at Its sole cost: (1) Lubricants, tires, tubes and all other operating supplies necessary for the Vehicles; (2) Maintenance and repairs Including all labor and parts required to keep the Vehicles In good operating condition; (3) Painting and lettering at the time the Vehicles are placed Into service; (4) Road service for mechanical or tire failure. B. Customer shall be responsible for repair and replacement of all tools, tarps, spare tires, accessories and safety equipment provided by Lessor for use with the Vehicle. Customer agrees to conduct between scheduled maintenance Intervals and safety Inspections of the Vehicle Including, but not limited to checking of oil arnd coolant levels. Customer shall be responsible for any damage to the Vehicle by falling to do so, driving the Vehicle with a flat tire, or modifying or tampering with the engine or any other portion of the Vehicle. C. Customer agrees to pay for damage to tires caused by cuts and abrasions. Customer agrees to assume responsibility for damage to a Vehicle AVE. ARCADIA, CA 91006 ( "Customer "). fuel used In a Vehicle of a quality Inconsistent with fuel recommended by lecturer of the Vehicle's engine. Customer agrees to do one of the during freezing weather. (a) if the Vehicle Is equipped with an engine )vide and use a properly operating electrical outlet for the heater; or (b1 A use Inside heated storage. Customer shall pay the expenses Incurred forstarting a Vehicle not handled as provided above. 4. FUEL: A. Customer will hold Lessor harmless from any claims or loss resulting from Customer's failure to pay fuel taxes. Customer is responsible for purchasing fuel that Is appropriate for the vehicle covered under this lease. 5. LEGALIZATION: A. Lessorsgreers to pay for the state motor vehicle license for the licensed weight shown on Schedule A, personal prope taxes and vehicle inspection fees for each Vehicle in the state of domicile, and?, deral Highway Use Tax, all at the rates and method of assessment In effect on the date as shown on Schedule A. Customer will be responsible for any Increases or charges In assessment of these Items thereafter. S. Upon written request or where designated on Schedule A, where legal, Lessor will apply for vehicle licenses and prorate or state reciprocity plates at Customer's request and cost. C. Customer agrees to pay for any special license or pay any taxes resulting from the operation and use of the Vehicles Including mileage taxes, ton mileage taxes, highway or bridge tolls. Lessor shall have the right to settle any claim or lien involving any Vehicle as a result of Customer's failure to pay any such taxes and Customer will Immediately reimburse Lessor. 6. SUBSTITUTION: This agreement does not cover any substitutions. Any pricing for substitutions will be In a separate agreement, but subject to the terms and conditions of this agreement. 7. DRIVERS: A. Customer agrees that each Vehicle will only be operated by a properly licensed driver who is legally qualified under applicable federal and state taw and regulations, and who Is the employee or agent of Customer, subject to Customer's exclusive direction and control, and that Vehicles will not be operated by a driver in possession of or under the Influence of alcohol or any drug which may Impair the driver's ability. B. Customer must certify that their drivers have at least two years commercial driving experience in a comparable class of vehicle. C. Drivers must be at least 21 years old. Customer must certify that their driven meet all regulatory requirements (DOT,state, etc.). Federal law requires that all driven of commercial motor vehicles have a Commercial Drivers License (CDL). D. Customer agrees to reimburse Lessor In full for loss or damage to each Vehicle, Including related expenses, If the Vehicle Is operated by a driver who Is not authorized to operate the Vehicle as provided above. Upon receipt of a written complaint from Lessor specilyIng any reckless, careless or abusive handling of a Vehicle or any other Incomppeetbennce by or of any driver, and requesting the drivers removal as an operator of Vehicle, Customer will Immediately remove such Individual as a driver of Vehicles. In the event that Customer falls to do so, or Is prevented from so doing bbyy an agreement with anyone on the driver's behalf. (1) Customer will, notwHMtanding any other provisions of this Agreement, reimburse Lessor In full for any loss and expense sustained by Lessor for damage to any Vehicle when being opperated by such Individual and Customer will Indemnify and hold Lessor complelery harmless from any claims or causes of action for death or Inlury to persona or loss or damage to prope M arising out of the use or oration of(any Ve icle by :such Individual notwithstanding any other provision of tits Lease time thereafter upon 30 days notice to Customer, terminate any physical damage coverage extended by Lessor, or may, at Its election, with respect to each Vehicle Increase the amount of Customer's physical damage responsibllly to an amount equal to the agreed value calculated In accordance with Paragraph 11D as of the time of damage or loss. B. Customer agrees that the Vehicles wild not be operated In a reckless or abusive manner, or off an Improved road, or on a flat fire, or Improperly loaded, or loaded beyond the manufacturers recommended maximum gross weight, or in N 0 lotion of any specific provision hereof. Notwithstanding p any oth � Provision of e reernarrt, and Irrespective of which party Is responsible r physical damage Vehicles pursuant to Pamggreph 10B, Customer agrees to reimburse Lessor In full any dame to any Vehicle, Including expenses, resulting from o violation of this )vision. L�ustomer will be responsible for all ex noes of towing any mired hlcle when not In Lessor's possession or on Lessor premises. 1. Any driver without a valid drivers license. 2. Any driver with one or more convictions for any of the C. Hit and run. d. Fake report to police department 3. Any driver with one or more convictions for any of the following during the latest three year pedod: a. Driving while under the Influence of alcohol or drugs. b. Refusal to submit to an alcohol or drug test c. Violation for open alcohol in the vehicle 4. Any driver who has accumulated any of the fallowing during the latest three year period: a. Six or more moving violations. b. three or more at fault accidents. c. Two or more careless driving. d. Two or more reckless driving. 5. Any driver convicted of more than five of the following non- moving violations during the latest two year period: a. Detective equipment b. Oversize. c. Overvmlht d. Log boob. 8. CHARGES: A. Customer agrees to pay Lessor for all charges and applicable taxes within 14 days of the date of Lessor's Invoke without deduction or setoff. Unless Lessor is notified that any charge Is Incorrect within 14 days of the date of Invoke, that invoice will be conclusively presumed to be correct B. U there Is a mileage charge In Schedule A, mileage will be determined from hub odometer or odometer readings. If the hub odometer falls to function, Customer shall Immediately notify Lessor. In such event, or U the Vehicle Is not equipped with a hub odometer, mileage shall be determined from the odometer. If the odometer fails to function, Customer will immediately report it to Lessor. The mileage for the period in which the Vehicle has no functional hub odometer or odometer may, then be determined at Lessor's option from (1) Customer's trip records; or (2) the averaged amount of fuel consumed and the miles per gallon record of Customer for the previous 30 days. C. Customer agrees promptly to provide Lessor with current financial statements and other financial Information as requested. D. Customer agrees to pay a service charge on invoices not paid when due. The service charge shall be the lower of 1 -% per month (15% per year) or the highest lawful rate of Interest. 9. ADJUSTMENT: Customer agrees to pay for (1) any sales, use, gross receipts or similar tax now or hereafter Imposed upon the use of the Vehicle or on the rental or other charges accruing hereunder; (2) any increase In license or registration fees, Federal Highway Use Taxes, vehicle Inspection fees, fuel tax permits, and personal properly tax above those shown on Schedule A; or (3) any new or additional tax or govemmental fees, adopted after the date o the execution of the applicable Schedule A. 10. INSURANCE: A. Liability Insurance Responsibility (1) During the Term, Customer shall provide and maintain a policy of motor vehicle Ikbillty Insurance Insuring Customer and naming Lessor as an additional Insured and obtain a Loss Payee Endorsement, Form CA 2001, from their Insurance company. The Insurance shall be primary coverage for each Vehicle or any other vehicle provided under this Agreement and shall provide limits of not less than $1,000,000 for trucks and trai 1 55,000,000 for buses and $10,000,000 for fire trucks or other emergency vehicles, bodily Injury and property damage Ilabllily combined for all Injury to and death of persons and damage to property as a resuR of any one occurrence arising out of the ownership, maintenance, use or operation of a Vehicle. The form and substance of this insurance as well as the Insurance caller shall be reasonsbly acceptable to Lessor. This Insurance shall include the following In amounts not less than the applicable minimum legal requirements: (a) uninsured motorist covers a; and (b) "no fault" protection In those state where required by law. Prior to the date on which a Vehicle enters Customer's service, Customer shall deliver to Lessor an endorsement of such policy consistent with this paragraph 10A or such other evidence of Insurance as shall be satisfactory to Lessor. The Loss Payee Form CA 2001 must be Issued within 00 days of Acord Certificate Issue date. The endorsement or other evidence shall Indicate that Customer's Insurance Is In compliance with this paragraph 10A and shall state that 0 the Insurance shall not be cancelled, allowed to expire, or materially modified without at least 30 days prior written notice to Lessor. If the Insurance Is not In compliance with this paragraph 10A Lessor may treat that non-compliance as a defauk Cse2) u Customtomr. er shall not use a Vehicle to carry any hazardous materials as defined by law or by regulations of the U.S. Department of Transportation ( "DDT ") The only commodities that will be permitted to be carried by the equipment covered in this agreement will be stated In Schedule A. (3 Customer releases and agrees to Indemnify, deiced and hold Lessor It �to anyy and all loss, cost, claim, expense, loss of use, and liability by reason of Injury pncluding death) of persons or damage to property, arising out of the use, operet on, ownership or maintenance of or detect In a Vehicle car eery other vehicle provided ty Lessor in excess of applkabk Insurance limits and to the extent not covere d M eerryry such Insurance wRhout regard to the negligence or other fault of Lessor. This Indemnity Includes, but Is not limited to, costs or damages Mich Lessor may sustain as a result of contamination by fuel, oil or any hazardous material as defined by the United States Department of Transportation or by the Eacironmental Protection Agency as a result of the use operation, ownership or maintenance of a Vehicle together with any cook Incurred in connection with any Investigation of site conditions or any cleanup, remedial, removal OF restoration work required by any federal, state or local government agency or political subdivision because of any of the materials described above being released Into the air, soil or water or as a result of any event In which Customers Insurer for automobile liability falls, for any reason, to perform its duties and obligations under said Insurance policy Including the payment of damages up to the limits of coverage. B. Customer will be responsible for all Physical Damage. (1) Customer will be responsible and pay for all loss (Including theft) and damage to any Vehicle, substitute vehicle or a other vehicle provided by Lessor hereunder, Including related expenses arising al ony cause and regardless of how, Including Lessors negligence, or where, Including Lessors premises, the loss or damage occurred. Customers liability for an yy Vehicle (exceptive provided below) will not exceed the purchase price for the Vehdcle computed according to Paraggraph 11D at the time of such loss or damage. For any substitute, extra or Interim vehicle, Customers liability shall not exceed the fair retail market value of the vehicle as determined by Lessor Wus the cost of any unexpired portion of the cost of any unusable licenses, perm , bonds and taxes prorated to the date of payment (2) Customer agrees to furnish Lessor with evidence of yhysical damage Insurance coverage reasonably acceptable to Lessor with Lessor listed as a named Insured or endorsed as a loss payee. The deductible amount for each Vehicle shall not be greater than the amount shown on Schedule A. (3) Notice of Accident Customer agrees Immediately to notify Lessor of any accident, collision, loss (including theft , or damage involving a Vehicle, substitute, extra or Interim vehicle; to cause the 2river to make a detailed report in person at Lessors office as soon as practicable; and to render all other assistance reasonably requested by Lessor and the Insurer In the Investigation, defense, or prosecution of any claims or suits. (4) Cargo Responsibility Lessor will have no liability for loss of or damage to any goods or other property in or carried on any Vehicle, substitute, extra or interim vehicle whether such loss or damage occurs In a Lessor facility or elsewhere, occurs due to any negligence on Lassoes part, or occurs as a result of any other failure on Lessors part Customer hereby assumes all ouch risk o1 bas or damage, wolves arrtyry claim it may have against Lessor, and agrees to release, Indemnity, defend, and It Lessor harmless from all liability for such lose or damage to cargo. Customer agree to reimburse Lessor for loss of any tools, tarpaulins, spare Utoo, or other similar equipment furnished by Lessor. (5) Vehicle Theft orDetnxtlon If a Vehicle Is lost or stolen and remains so for 30 days after Lessor has been notified, the lease for such Vehicle will then terminate provided all charges for the Vehicle have been pail to that date and provided arty amounts due Lessor pursuant to Paragraph 108 have been paid. Lessor will rwl be obligated to provide a substitute vehicle dudng this 30-day period. If a Vehicle k, In Lassoes opinion, damaged beyond repair, Lessor will notify Customer within 30 days after Lessor has been advised of the loss. Upon receipt of Lessor's notice that the Vehicle has been damaged beyond repair, provided all charges for the Vehicle have been paid to that date and provided any amounts due Lessor pursuant to Paragraph 10B hereof have been paid, the lease forsuch Vehicle will then terminate. 11. TERMINATION: A. Eicher party may terminate the lease of any Vehicle prior to expiration of Its term, unless agreed upon otherwise In writing or in Schedule A on any annivaneary data of Ns Data of Delivery Indicated on the Schedule A by giving to the Customer will have the right, but not the of Paragraph 11D all Vehicles with respect to on the termination date(s). If termination IF Lassoes notion. ourehase In accordance B. If Customer becomes insolvent, files a voluntary potion in Dam makes an assignment for the benefit of creditors, Is adjudicated a bankrupt, a receiver to be appointed for Its business, or permits or suffers a i disposition of Re assets, the lase of Vehicles will terminate at Lessors M I 41Z �J its option demand that Customer purchase the ice with Paragraph 11D. (1) If Customer brenchss or is In default olany provisln of this Agreement and that breach or default Is not cured within 7 days titer written ten notice iras been mailed to Customer, Lessor may Immediately, without further notice or demand, take possession of the Vehicles, substitute, extra and interim vehicles. Lessor will be entitled to enter upon any premises where the Vehicles may be and remove them and refuse to redeliver them to the Customer unlit such breach or default is cured without any of such actions being deemed an act of termination and without prejudice to the other remedies Lessor may have under this paggreement and at law. Customer will continue to be liable for all charges accruing during the period of the Vehicles are retained by Lessor. (2) In the event Lessor takes possession of any Vehicle and there Is any property In or upon the Vehicle which belongs to or is In the custody or control of Customer, Lessor may take possession of such Items and either hold them for Customer until Customer claims them or piece them In public storage for Customer at Customer's expense. (3) U Customer's breach or default continues for 7 days after written notice has been mailed to Customer, Lessor may terminate the Agreement. Upon termination, Customer shall, at Lessor's option, do one or more of the following: a. Purchase within 10 days the Vehicle terminated In accordance with paragraph 11 D; or, b. Pay Lessor within 10 dayys the difference between (1) the amount Customer would be required to pay in the event of its purchase of a Vehicle calculated In accordance with Paragraph 11D, and (II) the fair market value of the Vehicle as determined by an Independent appraiser selected by Lessor. 11) Customer agrees to pay Lessor all Lessor's costs and expenses, Including reasonable attorney's fees, Incurred In collecting amounts due from Customer or In enforcing any fights of Lessor hereunder. D. In the event Customer (pursuant to Paragraph 11A) shall be required to purchase any Vehicle, or should Lessor (pursuant to Paragraph 118 or 11C) demand of Customer that it purchase any Vehicle, Customer agrees to purchase each such Vehicle for cash within the time provided for In this Agreement for its Original Value as shown on Schedule A, less the total depreciation which has accrued for such Vehicle In accordance with Schedule A during the term shown on Schedule A. Additionaly, Customer agrees to pay Lessor for the amount of any unexpired licenses, applicable taxes, Including personal properly taxes and Federal Highway Use Taxes, and other prepaid expenses previously pad by Lessor for the Vehicles prorated to the date of sale, any charges arising under this Agreement for all time periods through the date of sale and Customer will be responsible for any sales or use tax arising from the purchase. Customer will have no obligation or right to purchase any Vehicle for which the term on Schedule A has expired. 12. ASSIGNMENT: The terms and conditions of this Agreement shall bind and Inure to the benefit of the legal representatives, successors, and assigns of the parties, but Customer shell have no right of assignment or subletting without the prior written consent of Lessor. N Lessor assigns its rights to sums due under this Agreement Customer shall look only to Lessor for performance of the obligations under this Agreement and not to any such assignee. Customer shall assert no claims against the amounts due to the assignee. Lessor may finance any one or more or all of the Vehicles leased or to be leased hereunder, and may, as security grant the financier or lender a security Interest In any or all of the Vehicles and may assign amounts due or to become due hereunder from Customer or may do either or both. This Agreement and all rights and Interests of Customer under this Agreement are, and shall remain, subject and subordinate in all respects to the Ilan created under any Installment sales instrument, mortyago or security agreement which any fin arwirg source may hold on the Vehicles; provided, however, In the event any, such financing source succeeds to the Interest of Lessor under this Agreement or otherwise seeks to enforce and foreclose on Us lien, such financing source shall not have the fight to terminate this Agreement so long as Customer is not In default The parties have signed this Agreement as of the date shown on page 1. Each peso CUSTOMER: City of Arcadia by: M Signature: of Namerritie: William R. Kelly, City Manager Date: Wftnes 41 under this Agreement. This agreement Is for the benefit of the parties and, except for the fights of any assignee of Lessor, no other entity shall have any rights under this Agreement. 13. FORCE MAJEURE: Lessor will Incur no liability to Customer for failure to supply any Vehicle, =,31= vehicle, repair any disabled Vehicle, or provide fuel for by a national emergency, wars, dots, Brea, labor disputes, federal, state or local laws, rules, regulations, shortages (kcal or national), or fuel allocation programs, or arty other cause beyond Lessor's control whether existing now or hereafter. Notwithstanding Lessor's Inability to perform under these conditions, Customer's obligations hereunder will continue. it Is understood that Lessor may have to order the Vehicle. The Vehicle shall be made available for Customer as soon as practical after Lessor receives it from the manufacturer, but Lessor shall not be responsible for delay in delivery. If Customer falls to take delivery within 10 days after Lessor notifies Customer the Vehicle is ready, Lessor may exercise Its default remedies. 14. CONFLICT WITH APPLICABLE LAW: This lease Is Intended for general use throughout life United States and In the event that anyone of the terms or revision hereof Is in conflict with any statute or rule of low In any state or place wherein it may be sought to be enforced, then such provision shall be deemed null and void to the extent that it may conflict therewith, but without Invalidating the remaining provislons thereof, and no such prohibition of unenforceabllly M any juriedktion shall Invalidate such provisions in any other jurisdiction. For the sole purpose of resolving any conflict of laws In connection with the filing or recording hereof, h is agreed that this lease shall be deemed to be executed in the state and city where the Vehicles are to be domiciled, and drat questions of filing of recording shall be determined by the law of such place. In all other respects, and except as pprovWed for herein, this lease shall be governed by the laws of the State of Califomia. 15. LEASE ONLY - PRODUCT LIABILITY This Is a contract of leasing only. Notwithstanding Its possession and use of a Vehicle Customer shall acquire no ovmershlp Interest in or file to a Vehicle unless expressly provided for by the terms of this Agreement. Customer agrees that Lessor is not the manufacturer or designer of the vehicle. LESSOR MAKES NO WARRANTIES EITHER EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR USE INTENDED, OR OF ANY KIND OR CHARACTER NOT EXPRESSLY STATED IN THIS AGREEMENT. LESSOR SHALL NOT BE IN A 16. GENERAL: A. Agreement and Schedules - This Agreement and the Schedules which are executed now or at any later date contain and merge all agreements, representations and understandings of the pelves. All Schedules executed now or at a later data are a part of this Agreement and are Incorporated by reference. B. Headings -The headings are for canvenlence only. They are not a part of, and shall not be used to construe, this Agreement C. Customer - Wherever "Customer" Is used, K shall Include all of Customer's driven, servants, and agents, whether or not they are considered for other purposes to be affiliated with Customer. Wherever the singular Is used in this Agreement, it shall Include the plural, and vice -versa as the context may require. the parties D. Execution - This A when dray are signed by Customers d by an Schedule fllcer of Less Ir. upon E. Notices - All notices under this Agreement shall be In writing and shall be deemed given when mailed or delivered in person to Lessor or Customer at the address shown on page 1, or at another address as may be designated In writing by either party. 1 who signs below warrants that he or she is authorized to sign on behalf of the party. APPPRdROVE1DDAAS�TO' /y FORM: Step en P. Deitsctl, (Aty Attorney LESSOR: Los Angeles Tack Centers LLC by: Signature: Namarr Is mss A. Barker, President Date: -. - `%'- O S Witness (Typed or Printed)