HomeMy WebLinkAboutA4315 - NISSAN HYPERMINI ELECTRIC VEHICLE FROM :NMRC LEGRL DEPT 0 310 616 6750 20e1,04 Nissan North America, Inc.
Hypermini Electric Vehicle
AGREEMENT #4315
HYPERAHNI ELECTRIC VEHICLE LEASE AGREI;!M06755, 11-15-00
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(' This Electric Vehicle Lease Agreement("Agreement")is entered into as of
December 1, 2000, by and been Nissan North America, Ine., a California corporation
("NNA"),And the City of Palm Springs ("Lessee").
RECITALS
A, NNA is willing to lease to Lessee certain electric vehicles described herein (the
"Vehicles").
B. Lessee wishes to lease the 'Vehicles in accordance with the terms and conditions of this
Agreement
TERMS AND CONDITIONS
I. Lease. NNA hereby leases to Lessee and Lessee agrees to lease from NNA certain
Vehicles with the V7N numbers as listed in Exhibit A, attached hereto and incorporated herein by
this reference. Lessee agrees to hold and use the Vehicles in accordance with the terms and
conditions of this Agreement.
2. Term,Lease Payments.
(a) The term of the lease shall be three years ("Lease Term°'), commencing with the
date of acceptance of the Vehicles by Lessee.
(b) The total lease fee for the Vehicle is $99 per month. This fee may, at Lessee's
election, be paid monthly by no later than the 10s' day of each month, or in three
annual payment of$1,188 each, or a one time ("One Pay") payment of$3,564. If
Lessee elects a One Pay payment or annual payments, the initial payment shall be
due thirty(30) days after the acceptance of the Vehicles and the next two payments
(if necessary) shall be due on each anniversary date thereafter. As part of the total
lease fee for each Hypermini,NNA will provide a GEN III charger for use by the
Lessee &aizrg the lease period and will reimburse Lessee for its reasonable cosis
for installation of such chargers. however, Lessee understands and acknowledges
that Lessor does not manufacture, install, or otherwise supply the chargers and that
any repairs, replacements or other problems relating to the chargers will be
addressed by the supplier of the chargers and not by Lessor
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(c) All lease payments under Paragraph 2(b) hereof should be mailed to NNA at the
following address:
' Nissan North America,Inc.
18501 South Figueroa Street
P.O.Box 191
Gardena, California 90248-0191
Attention: Corporate Vehicles
Any payment not paid when due shall accrue interest at the rate of one and one half
percent (1 '/: %) per month, or the maximum rate allowed by law, whichever is
less.
3. ,Delivery and Return of Vehicles. NNA shall deliver the Vehicles to a location
mutually agreed upon between NNA and lessee. 'Upon the expiration or termination of this
Agreement,Lessee shall promptly make the Vehicles available for pick up by NNA at the same
location, unless another location is agreed upon between the parties, NNA Shall not be
responsible for any reasonable delay in delivery oftho Vehicles.
4, Title, Proprietary Rights. The Vehicles shall remain the exclusive property of NNA.
In addition,NNA retains exclusive rights to any,patent, copyright, trade secret,industrial design
or other proprietary right or data based on development, testing or use of the Vehicles under this
Agreement.
5. Location and Use of Vehicles.
(a) Lessee understands and acknowledges that the Vehicles have not been tested or
certified to comply with Federal Motor Vehicle Safety Standards. Further,
Lessee understands and acknowledges that the Vehicles are right hand drive
and cannot be driven at freeway speeds. Lessee understands and
acknowledges that due to the special nature of the Vehicles,there are a number
of restrictions applicable to Lessee's use and operation of the Vehicles, as
specifically described in Exhibit B hereto. Lessee agrees to comply with all of
the restrictions described in.Exhibit B hereto,
(b) Lessee shall use the Vehicles in its ordinary and reasonable fleet operations in the
State of California and will assist NNA in evaluating the Vehicles. lessee shall
operate the Vehicles in accordance with, and shall use its best efforts to ensure that
the use and operation of the Vehicles does not violate any federal, state, or local
law, rule,regulation or ordinance including those pertaining to the age and licensing
of drivers.
(c) Lessee shall ensure that all lessee employees who dive the Vehicles have valid
drivers licenses, are covered by the Lessee insurance policy, and have received
instruction in driving the Vehicles. The Vehicles shall not be used or operated, (a)
for any illegal purpose or by any person under the intluence of alcohol or narcotics;
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(b) in any manner or for any purpose that would cause any insurance specified in
i this Agreement to be suspended, canceled, or held inapplicable; (c)outside the state
of California without the express written permission of NNA, or (d) in a wanner
causing depreciation above the normal depreciation associated with general
commercial. use. Under no circumstances shall any such driver be presumed to be
an agent or employee of NNA. Under no circumstances shall Lessee disconnect any
odometer or other mileage recording device.
(c) Lessee may not make the Vehicles available for use by other persons or entities
unless it has the prior written approval of NNA. In no event shall Lessee make
the 'Vehicles available to automobile manufacturers or their agents, or
automobile manufacturer suppliers or their agents, other than NNA and its
designated agents.
(d) Lessee may, after consulting with NNA and obtaining NNA's verbal approval,
display and operate the Vehicles at .promotional events within the State of
California for the purposes of generating publicity for the Vehicles or enhancing
public or government relations. Lessee may also, on occasion, after consultation
with and written approval.by NNA,display and operate the Vehicles outside of the
State of California for the purposes of generating publicity for the Vehicles or for
enhancing the public relations or government relations of the parties.
(e) Lessee shall notify NNA of the locations in which the Vehicles will be used and(or
garaged. If NNA requests return of one or more Vehicles for any reasonable
(' purpose, including, but not limited to, NNA's inspection of the Vehicles, Lessee
shall promptly make the Vehicle(s) available for pickup by NNA at the location to
which NNA first delivered the vehicles or at another mutually acceptable location.
NNA shall advise Lessee of the reason(s) for such request. NNA will use
reasonable best efforts to provide an alternate vehicle as replacement for any
Vehicle(s)returned to NNA on a temporary basis.
(f) NNA shall have the right to enter into Lessee's premises, upon prior notice, during
normal business hours to inspect the Vehicles and Lessee's records- NNA shall give
Lessee one business day's prior notice and,upon receipt of such notioe,Lessee shall
make the Vehicles available to NNA, rt Lessee's facility or at another mutually
acceptable location,for this purpose,
(g) Both NNA and Lessee understand ar�d acknowledge that the Vehicles will be used
in high temperatures and that 'Vehicle performance may suffer in hot weather,
Lessee understands that the Hypenuini is designed for use and charging at
temperatures of 115 degrees Fahrenheit or less and that the Hypermini should only
be charged at night or in a covered area when the temperature during the day
exceeds 115 degrees Fahrenheit. NNA agrees to work with Lessee to address any
other performance issues which may result from use or charging of the Vehicles in
hot weather.
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( 6. Taxes.Fees and Other Permits.
(a) NNA shall assume responsibility for obtaining the necessary Vehicle titles and for
registering the Vehioles, including paying registration fees. NNA shall also obtain
and provide Lessee with all necessary authorizations, permits, waivers, or
exemptions which may be required of vehicle manufacturers by goverimicant
agencies.
(b) Lessee shall pay any taxes or governmental charges imposed in connection with
the use and operation of the Vehicles (other than vehicle registration), including
any special permits, licenses or taxes, required by the business of Lessee. Lessee
shall also be responsible for all costs associated with insuring the Vehicles.
7. Indemnity and Insurance.
(a) Lessee shall maintain adequate workers' c ampen:aiion, comprehensive general
liability, automobile and property iastomee coverage in amounts adequate to cover
all claims and risks as required under this Agreement, naming NNA as an
additional insured. The comprehensive general liability insurance shall have limits
of not less than One Million Dollars ($1,000,000.00) combined single limit per
occurrence and the workers' compensation insurance shall meet statutory
requirements. The comprehensive automobile liability insurance shall have limits
of not less than Five Million Dollars ($5,000,000.00) combined single limit per
occurrence and shall include coverage for liability, collisions comprehensive and
uruusured motcrist. NNA shall be named as an additional insured on the general
liability and automobile insurance polices and such,policies shall provide that any
notice of cancellation, expiration,non-renewal or material change in the insurance
coverage shall be given to NNA in writing at least thirty (30) days in advance of
any such event. Within five (5) business days of execution of this Agreement,
Lessee shall furnish NNA with certificates of insurance evidencing the preceding
coverage and listing NNA as an additional insured.
(b) In'the event Lessee is self insured, Lessee shall provide Lessor a certificate of
insurance in lieu of a copy of an insurance policy.
(c) Subject to the immediately following paragraph,Lessee shall bear the entire risk of
the Vehicle being lost,destroyed, damaged or otherwise rendered permanently unfit
or unavailable for use while the Vehicles are under Lessee's control. Lessee shall
be responsible for any and all damage to the Vehicles, whether caused by accident
or otherwise, excepting only uormal wear and tear and damage caused by defects in
the Vehicles' materials or workmanship. In the event of damage to any Vehicle,
Lessee shall notify NNA to that effect and follow such instructions as NNA may
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provide with respect to repair or disposal of the Vehicle(s). If the Vehicle(s) can be
f repaired, as mutually determined by the Lessee and Lessor, Lessee shall be
responsible for payment for any repairs, as set forth in Section 8(f) of this
Agreement. If any Vehicle is (i) Lost; (ii) stolen; or(igi) destroyed or is declared a
total constructive loss, and such condition is not caused by defects in the Vehicle's
materials or workmanship, Lessee shall pay NNA an amount equal to the Vehicles'
MSRP,which is$16,999.
(d) Lessee, on behalf of Lessee and its employees, agents and subcontractors, assumes
full risk of bodily injury; death, or property damage which Lessee, its employees,
agents or subcontractors may suffer while driving the Vehicles.
(e) Lessee will defend, indemnify, and hold NNA, its subsidiaries, parents, and
affiliates, and the officers, directors, employees, and agents of each such entity,
harmless from and against any and all losses, damages, claims, suits, actions,
judgments, liabilities and all costs and expenses whatsoever, including, but not
limited to, fees and expenses of legal counsel and expert witnesses, for injury or
death of any%person or damage or loss of any property, including damage to the-
Vehicles, allegedly or actually resulting from or arising out of (i) Lessee's 'use,
operation, possession, and maintenance of the'Vebicles, unless such injury, death,
damage or loss is a direct result of defects in the Vehicles' materials or
workmanship, (ii) any negligent or willful act or omission by Lessee or.its
employees, agents or subcontractors in connection with or in any way relating to
this Agreement, or(iii)Lessee's breach of any provision of this Agreement.
(f) Within 24 hours of an accident,theft or conversion of any Vehicle,Lessee shall file
a written report to that effect with NNA and the insurer of such Vehicle. Lessee
shall promptly notify and ftumish NNA with every demand, notice, summons,
process and pleading received in every&rut, action or claim brought against Lessee
with respect to any of the Vehicles, and shall cooperate with NNA and any insurer
in defending the same. NNA reserves the right to examine the Vehicle(s).
8. Acceptance,Maintenance and Repairs.
(a) Lessee shall inspect the 'Vehicles upon delivery and by acceptance thereof is
deemed to ford the Vel4cles in good working order and condition-
(b) Lessee shall maintain the Vehicle in good working order and condition, except
that NNA shall be responsible for maintenance of the electrical powertrain
components. Lessee shall comply with all of the provisions of the manufacturer's
vehicle operating manual that came with the Vehicle, and with any special
instructions by NNA to Lessee. Lessee shall notify NNA before performing any
repairs and before performing any maintenance other than minor and routine
maintenances (such as replacement of windshield wipers or tires). Lessee shall
ensure that any Lessee employee who performs any repair or maintenance on the
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Vehicle (1) has the skills, experience and training necessary to properly repair or
( maintain the Vehicle and(2)performs only the repairs or maintenance authorized
iu advance by NNA. In addition Lessee shall NOT perform any repairs or
maintenance on any electric powerttain components. Any violation of the
provisions of this paragraph shall be grounds for immediate termination of this
Lease.
(c) For components other than the electric powertrann components,NNA will provide
all parts necessary for routine maintenance,at no charge to Lessee,and Lessee
will pay any labor costs associated with such maintenance. (If the parts are
required as the result of accident or misuse,the provisions of Section 8(f)shall
apply.) At the and of the lease term,Lessee shall return any unused maintenance
items to NNA. Any parts related to the repair or servicing of a Hypenn ni that are
provided by NNA will be forwarded to Lessee's facility in Palm Springs or
another designated location that is acceptable to NNA.
(d) LESSEE MAY NOT PERFORM ANY REPAIRS OR MAINTENANCE ON
TEE .ELECTRIC POWERTRAIN COMPONENTS. LESSEE SHALL NOT
ALLOW ITS EMPLOYEES, AGENTS OR ANYONE OTHER THAN NNA
OR ITS AFFILIATES OR DESIGNEES, TO PERFORM ANY REPAIRS
OR SERVICING ON THE ELECTRIC POWERTRAIN COMPONENTS.
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(e) Lessee shall pay for all washing, parking, garage, electricity, tolls, and fines
f, required or incurred in connection with the operation of the Vehicle. Between
Lessee and NNA, Lessee shall pay for all repairs necessitated by any accident or
collision involving the Vehicle(regardless of Lessee's fault),
(f) Lessee shall be responsible for any costs required to repair the Vehicle if the
Vehicle is damaged in an accident or as a result of Lessee's abuse or misuse of the
Vehicle, tip to an amount equal to the Vehicle's MSRP, which is $16,999. In the
event of an accident or damage resulting from Lessee's misuse or abuse of the
Vehicle, Lessee will notify NNA. If there is no damage to the electric powertrain
components, NNA may, in its discretion, allow Lessee to perform the repairs. If
the electric powertrain components are damaged, Lessee will make the Vehicle
avdilable for pickup by NNA and NNA will transport the Vehicle to its facilities
for repairs. If NNA contracts with an outside body shop to perform some portion
of the repairs, Lessee will reimburse NNA for the body shop's actual charges, with
no markup.
(g) Any repairs and servicing performed by NNA may, at NNA's sole option,be
performed at NNA's facilities,either in Gardena, California.or at another site
chosen by NNA. NNA shall have the right to pick up the Vehicle at Lessee's
facility and transport it to the repair facility selected by NNA for purposes of
making such.repairs. Should a Hypermini repair due to mechanical or electrical
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failure take Ionger than three(3)days,or should a Hypermini repair due to damage
caused by an accident take longer than forty-five (45)days,NNA will provide a
replacement vehicle of its choice, such as a Nissan Smtra,to be utilized by the
Lessee until the repair of the HypernI=- is completed or the lease term expires,
which ever comes first.
(h) NNA or its designee; shall make, and NNA shall pay for, all repairs to the Vehicles
resulting from defects in materials or workmanship in any component of the
Vehicles for the term of this Agreement. If the Vehicles are incapable of repair or
replacement,as determined by NNA,the terms of Section 13 shall apply.
9- Technical Support. NNA agrees to provide technical support for the Vehicles
over the term of this Agreement commencing-on the date the Vehicles are accepted by the
Lessee. Such support shall include,without additional cost;vehicle maintenance and operating
manuals; telephone consultation; and a system for providing,in a reasonably timely manner,
replacement parts for components other than the electrical powertrain componeuts. If a problem
is not resolvable through telephone consultation,NNA agrees to provide field engineering
support as.required and at its expense.
10. Tray _inin, NNA shall provide training for Lessee's fleet service personnel regarding
maintenance and servicing of the Vehicles(other than the electric powertrain components). Such
training shall be conducted at NNA's facilities in Gardena, Califomila and Lessee shall be
responsible for all travel costs associated with sending its personnel to attend such training.
1I. No Other Warranties. Paragraphs 8 and 9 hereof set forth NNA's exclusive
obligations to service or repair the Vehicles as a result of defects in the Vehicles. The parties
agree that the implied warranties of MERCHANTABILITY and fitness for a particular purpose
and all other warranties, express or implied, are EXCLUDED from this Agreement and shall not
apply to the Vehicles leased hereunder.. EXCEPT AS SET FORTH HEREIN OR IN THE
OWNER'S MANUAL ACCOMPANYTNG THE VEHICLES, NNA SPECIFICALLY
DISCLAIMS ALL WARRANTIES RELATING TO THE VEHICLES, INCLUDING THE
WARRANTTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR.
PURPOSE.
12. Inspection and Report.
(a) To allow NNA to take the Vehicle back for other inspections or testing which
NNA reasonably determines to be necessary. NNA will give Lessee as.much
advance notice of such inspections and testing as is practicable and will return the
Vehicle promptly upon the conclusion of testing. Lessee will make the Vehicle
available at its Palm Springs facility and NNA shall be responsible for transporting
the Vehicle to and£corn such facility. Should a Hypennini inspection or testing
take longer than three(3) days,NNA will provide a replacement vehicle of its
choice,such as a Nissan Sentra, to be utilized by the Lessee until the inspection or
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testing of the Hypermiru is completed or the lease term expires,which ever comes
first.
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(b) Lessee agrees that it shall maintain logs and records regarding usage of all the
Vehicles in the manner requested by NNA, and shall instruct any Lessee
employees driving the Vehicles to complete any evaluations or other reports
requested by NNA. Lessee also agrees to provide NNA with such mileage,
maintenance, safety, operating, or other information or copies of any such records
maintained by Lessee with respect to the Vehicles as NNA or any governmental
agency may request.
(c) Lessee agrees to allow NNA to inspect the Vehicles and to otherwise observe them
in operation at such time and at the facility of Lessee as NNA may reasonably
specify.
13, Termination.Lessee agrees to lease the Vehicles for three(3)years,except that the
lease shall terminate as follows:
(a) Upon expiration of the Lease Term.
(b) Notwithstanding the above, NNA may terminate this Agreement at any time, upon
thirty days prior written notice to Lessee, if NNA reasonably determines that such
termination is necessary or desirable for safety or engineering reasons,for purposes
of building a market for electric vehicles in California, or in order to ensure NNA's
compliance with its obligations to the California Air Resources Board or with other
laws or regulations. In addition, NNA may terminate this Agreement by giving
five (5) days' prior written notice if(i) Lessee violates any material provision of
this Agreement and fails to cure such breach within fifteen days of its receipt of
written notice describing the breach,(ii)in the event of the filing of any petition by
or against Lessee under any bankruptcy,reorganization,receivership law,or(iii)if
Lessee makes or suffers any voluntary or involuntary assignments, or attachment,
lien or levy is made of or attached to the Vehicles. Lessee may terminate this
Agreement by giving five(5) days'prior written notice to NNA if(i)NNA violates
any material provision of this Agreement and flails to cure such breach within
fifteen days of its receipt of written notice describing the breach, (ii)in the event of
the filing of any petition by or against NNA under any bankruptcy, reorganization,
receivership law, or (iii) if Lessee snakes or suffers any voluntary or involuntary
assignments for the benefit of creditors. .
(e) In the event of termination by NNA before the scheduled expiration of the term of
this Agreement, NNA shall refund to Lessee a pro rata portion of the lease
payments made by Lessee.
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A If a Hypermini becomes unusable for any reasonable fleet use due to mechanical
( or electrical failure or due to damage caused by an accident,NNA will attempt to
repair the Hypermini within ninety(90)days. However,Lessee shall not have the
right to terminate the lease in the event the Hypermini cannot be repaired within
ninety(90)days. Should a Hypermini repair due to mechanical or electrical
failure take longer than three(3)days,or should a Hyperrnini repair due to damage
caused by an accident take longer than forty-five(45)days,NNA will provide a
replacement vehicle of its choice, such as a Nissan Sentra,to be utilized by the
Lessee until the repair of the Hypermini is completed or the lease term expires,
which ever comes first
14. Assifnment, Neither party shall assign this Agreement or delegate performance of any
of its obligations hereunder without the prior written consent of the other party, except that NNA.
may assign this Agreetneut and may delegate performance of any of its obligations hereunder to
an entity controlling, controlled by or under common control with NNA without Lessee's prior
written consent,
15. Confidentiality and Publieity. Lessee shall not disclose or publish to any party any
information that relates in any way to the design, manufacture, evaluation, operation or
performance of the Vehicles leased hereunder. Neither party shall publish or disclose any
information that relates in any way to the terms of this Agreement or the operation and
performance of the Vehicles without the prior consent of the other party. It is understood,
however, that some publicity about this Agreement and the Vehicles would be beneficial to both,
parties and that Lessor shall not unreasonably witlrhold its consent under this Paragraph.
16_Force Maieure. Neither party shall be liable for any failure is performing any
provision hereof only to the extent that such failure is due to any cause beyond its control such as
labor difficulty or strike, lack of availability of transportation services, flood, fire, lightning,
unusually severe weather, epidemic, quarantine restriction, war, sabotage, act of a public enemy,
earthquake or material availability,provided that each party promptly notifies the other in writing
of the nature, cause, date of eommemcement and expected impact of the event and has.exercised
due diligence in proceeding to meet its obligations hereunder.
17.No Consequentlal Dama es. In no event shall either party be liable to the other for
any special, incidental or consequential damages, including loss of anticipated profits, resulting
from the party's performance or non-performancc of its obligations hereunder,
18.Entire Agreement, Amendment. This Agreement constitutes the entire agreement
and understanding between the parties as to the subject matter of the Agreement and merges and
supersedes all prior agreements, commitments, representations and discussions between the
parties pertaining to this Agreement. This Agreement may only be amended, modi.ded or
supplemented by a written doeumezrt executed by NNA and Lessee.
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19. Non-Waiver. Failure by either party to enforce any term, provision or condition
hereof, or to exercise any of its rights hereunder, shall not be construed as thereafter waiving
such terms,provisions, conditions or rights and the same shall continue and remain in effect as if
no such failure to enforce had occurred. No waiver shall be valid unless specifically stated in
writing to the respective representative of the party. In no event shall any course of dealing,
custom or usage of trade modify, alter or supplement any of the terms or provisions contained
herein.
20.Notices. All notices pertaining to this Agreement shall be in writing and sent via
certified U.S. mail, postage prepaid, to the representative of NNA or Lessee, as appropriate, at
their PP respective address appearing as follows:
P g
to NNA:
Nissan North America,Inc.
18501 South Figueroa Street
P. 0.Box 191
Gardena,California 90248
Attention: David Harris, Corporate Manager,Fleet Sales
to Lessee:
City of Palm Springs
Office of Assistant City Manager—Special projects
3200 E. Tahquitz Canyon Way
P. 0. Box 2743
Palm Springs, CA 92263
Attention:Robert Mohler, Grants&Government Affairs Manager
21. Governing Law. This Agreement shall be construed and interpreted under the Laws of
the State of California. Any litigation between the parties arising out of this Agreement shall be
brought in Los Angeles County, California.
22.Independence Nothing in this Agreement shall be construed to make one party the
Partner,joint venturer, principal, agent or employee of the other. Lessee does not have authority
to act for or bind NNA. No employee or agent hued by Lessee to drive or service the Vehicle
shall be deenned an employee or agent of NNA.
28. Severability. If any court of competent jurisdiction finds any provision of this
Agreement to be unenforceable or invalid,then that provision shall be ineffective to the extent of
the Court's funding,without affecting the enforceability or validity of this Agreement's remaining
provisions.
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Execution of this Agreement indicates agreement with the terms stated above. The person
signing for the Lessee warrants and represents that he or she is an officer or agent of Lessee, or
has authority granted by an officer of the Lessee,to execute this Agreement on Lessee's behalf.
IN WITNESS THEREOF,the parties hereto have caused this Agreement to be executed by
their authorized representatives as of the date first above written.
CITY OF PALM SPRINGS
By
David R. Iteady
City Manager
NISSAN NORTH AMERICA,INC.
By:
Nam !U
Title: VFF1ICIfICL�G
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EXRWIT A
List of'VINS
JNiA- -EAOY0000022
JN1A--EAOY0000025
JN1A--EAOY0000034
JN1A--EAOY0000036
JN1A--EAOY0000037
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EXHIBIT B
ADDENDUM TO HYPERMINI ELECTRIC VEHICLE LEASE AGREEMENT
NISSAN HYPERMINI
RESTRICTIONS ON USE
The Nissan Hypermini electric vehicle is designed and intended only for certain limited uses.
Therefore,Lessee agrees to observe all of the following restrictions while borrowing or operating
the Hypermini:
1. NO CHILDREN MAY RIDE IN THE HYPERMINI. The SRS passenger airbag cannot
be deactivated and a child seat cannot be safely installed in the vehicle. This vehicle does not
have a rear seat. Therefore, children 12 and under may not ride in this vehicle. They could be
killed by the airbag.
2. The Hypermini may be used only by Lessee's employees and only for Lessee's business.
The Hyperrniui may not be driven by anyone who is not an employee of Lessee, may not be
taken home by any Lessee employee, and may not be used for commuting, personal errands or
for any purpose other than a business purpose of Lessee.
3. The Hypermini may not be driven on freeways or at speeds in excess of 55 mph (89
kph).
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4. The Hypermini is a right hand drive vehicle. Please advise anyone driving the vehicle that,
(1) areas of vision are different than in a left hand drive vehicle, and (2) controls for the turn
indicators and wipers are reversed from that of a left hand drive vehicle. Please specifically
instruct anyone driving the Iypermini to use special caution while operating this right hand drive
-vehicle.
S. The Hypermml has not been tested to ensure compliance with U.S. Federal Motor
Vehicle Safety Standards. This vehicle is being leased to the Lessee as part of Nissan's
ongoing efforts to test and evaluate electric vehicles. This vehicle was designed to meet safety
standards applicable in japan and features safety items that include dual supplemental air bags, 3
point seat belts with pre-tensioners and load limiters, run flat tires and 4 wheel disc brakes with
antilock braking system,..
6. The Hypermini uses a Generation.III charging port. This is a small paddle system that is
not yet available at public charging stations. It is Lessee's responsibility to ensure that an
appropriate charger and paddle are used when charging the Hypermini.
7. The Hypermini is equipped with special run-flat tires. In the event of tire damage, the
vehicle may not be driven more than 50 miles before repair or replacement. If a damaged run-,
flat tirc is driven more than 50 miles, the vehicle could be seriously damaged and this could
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result in an accident and serious personal injury. Additional information regarding the run-flat
( tires is located in the vehicle's glove compartment.
r 8. The Uypermini is designed for use and charging at temperatures of 115 degrees
Fahrenheit or less. The Hypermirii should only be charged at aright or in a covered area when
the temperature during the day exceeds 115 degrees Fahrenheit,
Lessee acknowledges that it has read and understood the preceding restrictions. Lessee agrees to
instruct all employees operating the vehicle of the preceding restrictions and Lessee agrees that
Lessee and all Lessee employees operating the Hypermini will comply with all of the preceding
restrictions.
CITY OF PALM SR}i,AVGS
David H-Ready
City Manager
Date: December 4,2000
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FROM :NMRC LEGRL DEPT 310 SSS 67S0 2001,040 08:46 #186 P.16/17
Exhibit C
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement(the "Agreement")is made and entered into as of this first day of
December, 2000 by and between Nissan North America, Inc. ("NNA") and the.City of Palm
Springs("Lessee"),
A. NNA is leasing Hypermini electric vehicles to Lessee.
H. In connection with this lease, Lessee will have access to certain information which
NNA considers confidential and proprietary,
S. NNA and Lessee wish to protect the confidentiality of the confidential and
proprietary information upon the terms and conditions set forth herein.
1. Confidential Information. Lessee specifically agrees that all of the following
information is "Confidential Information" and shall be kept strictly confidential in accordance
with all of the terms and conditions of this Agreement:
(i) all data obtained or compiled by Lessee regarding the performance of, the Vehicles,
customer satisfaction with the Vehicles, mechanical issues relating to the Vehicles,,
maintenance records, or other similar information;
(ii)the service manuals for the Vehicles;
(iii) any information regarding Vehicle engineering or technology which, is provided to
Lessee by NNA or which Lessee learns while performing maintenance or service work on
the Vehicle.
2. Disclosure. In consideration for the opportunity to lease the Vehicles, Lessee
agrees that it will not disclose or reveal any Confidential Inf'onnation to any party, except that
Lessee may disclose the Confidential Information to those employees of Lessee who require
access to th'e Confrderitiid Information in order to drive, service, maintain or evaluate the
Vehicles. Lessee agrees that it will instn)et all such employees to keep the information
confidential in accordance with the provisions of this Agreement.
3. Use. Lessee agrees that it will not use or, authorize anyone else to use, any
Confidential Information for any purpose other than fulfilling its obligations under this
Agreement and the Lease Agreement between Lessee and NNA. .
4. Exceptions. The obligations of confidentiality shall not apply iF. (i) the
Confidential Information is, or becomes (other than through a breach of this Agreement)
generally known to the public; (ii) the Confidential Information was in Lessee's possession prior
to its disclosure by NNA, as demonstrated by Lessee's written records; (iii) the Confidential
Information was rightfiilly received by Lessee without obligation of confidentiality from a third
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FROM :NMRC LEGAL DEPT • 310 61E 67E0 2001,06 06:49 #166 P.17/17
party, as demonstrated by Lessee's written records; (iv) disclosure is required by law, provided
that Lessee gives NNA prompt notice of the request for disclosure cooperates with NNA at
f � p p q : P
NNA's expense in obtaining a protective order or other remedy, and discloses only that portion
( of the Confidential Information which it is legally compelled to disclose.
5. Copies and Return of Information. Lessee shall not make any copies of
Confidential Information without NNA's prior written consent. Upon the conclusion of the
vehicle lease, or earlier if so requested. by NNA, Lessee will immediately return to NNA all
originals and copies of the Confidential Information, including all notes, computer disks,records,
drawings or other documents. However, Lessee may retain a single copy for archive purposes,
provided such copy is kept confidential in accordance with the provisions of this Agreement.
6. Confidentiality Period. Confidential Information.sball continue to be subject to
the provisions of this agreement for five (5) years following the date of disclosure of the final
item of Confidential Information.
7. Remedies.
(a) Lessee recognizes that violation of its obligations concerning Confidential
Information is grounds for immediate termination of any electric vehicle agreements in effect
between Lessee and NNA. No such termination shall preclude NNA from pursuing any other
remedies which may be available.
(b) Lessee acknowledges that the Confidential Information is important, material
and confidential to NNA. If Lessee breaches any of its obligations hereunder, NNA will be
entitled to seek temporary and permanent injunctive relief, without the necessity of proving
actual damages. Any injunctive relief shall not affect NNA's right to seek monetary damages or
any other remedies which may be available.
8. Miscellaneous. (a) This Agreement shall be governed by the laws of the
State of California. ) (b) This Agreement shall be binding upon Lessee and its successors and
assigns, (c) This Agreement contains the entire understanding of NNA and Lessee with respect
to the subject matter hereof. This Agreement may not be modified or amended except in a
writing signed by both NNA and Lessee. (d) If any court of competent jurisdiction finds any
Provision of this Agreement to be invalid or unenforceable, such provision shall be ineffective to
the extent of the court's finding without affecting the enforceability or validity of the remaining
provisions.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date set
forth above.
NISSAN N RTH AMERICA,INC. CITY OF PALM SPRINGS
By:
Name' lh David H. Ready
1 Title: 1/i7 / dr 2 !(1YlJ tIdtJt� City Manager
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