HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-082DocuSign Envelope ID: DEAFACAE-ADF4-44DD-873C-473AD2D66100
10. Warranties. The Equipment is warranted only in accordance with the manufacturer's warranty. EXCEPT AS EXPRESSLY PROVIDED
IN THE MANUFACTURER'S WARRANTY, LESSOR DISCLAIMS ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT AND
NON-INTERFERENCE.
11. Alterations and Attachments. Lessee may, with Lessor's prior written consent, make such cosmetic modifications to the Equipment as
Lessee may deem desirable in the conduct of its business; provided, however, that such alterations shall not diminish the value or utility of the
Equipment, or cause the loss of any warranty thereon or any certification necessary for the maintenance thereof; and provided, further, that
such modification shall be removable without causing damage to the Equipment. Upon return of the Equipment to Lessor, Lessee shall, if
Lessor so elects, remove such modifications which have been made and shall restore the Equipment to its original condition, normal wear and
tear and depreciation excepted.
12. Taxes. Lessee shall cooperate with Lessor in all reasonable respects necessary in order for Lessor to qualify for any exemption or
exclusion from personal property tax on the equipment or sales or use tax on the leasing of the Equipment to Lessee hereunder. In the event
that any such tax becomes payable by Lessor during the term of this Lease, Lessee shall pay to Lessor as additional rent, promptly on receipt
of Lessor's invoice therefor, an amount equal to such tax. Lessee shall collect and remit any and all sales, use, and other taxes payable in
any state, county, or city in respect of the rental or other use of the Equipment by Lessee.
13. Indemnity: Notice of Claim. To the extent permitted by applicable law, and subject to the limitations of Florida Statute 768.28,
Lessee shall be liable for, and hereby indemnifies Lessor and holds Lessor harmless from and against, any and all claims, costs, expenses,
damages, losses, and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arising in any way from the gross
negligence or willful misconduct of Lessee or Lessee's agents or employees. Lessee shall give Lessor prompt written notice of any claim
arising out of the possession, leasing, renting, operation, control, use, storage, or disposition of the Equipment and shall cooperate in all
reasonable respects at Lessee's expense in investigating, defending, and resolving such claim. Nothing contained herein is intended nor
shall be construed to waive City's rights and immunities under the common law or Florida Statute 768.28, as amended from time to
time.
14. Return of Eciuioment. Upon the termination of an Equipment Schedule for any reason, unless Lessee is thereupon purchasing the
Equipment from Lessor, Lessee shall make the Equipment available for inspection and pick up by Lessor or Dealer at Lessee's location at
which the Equipment was used hereunder. The Equipment shall be returned to Lessor at the termination of this Lease in the same operating
order, repair, condition, and appearance as when received by Lessee, less normal depreciation and wear and tear (which shall not include
damaged or missing tires or wheels).
15. Defaults. The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Lease:
(a) Default by Lessee in the payment of any installment of rent or other charge payable by Lessee under any Equipment Schedule
as and when the same becomes due and payable; or
(b) Default by Lessee in the performance of any other material term, covenant or condition of this Lease or any Equipment
Schedule or the inaccuracy in any material respect of any representation or warranty made by the Lessee in this Lease or any
Equipment Schedule, or in any document or certificate furnished to the Lessor in connection therewith, which default or
inaccuracy shall continue for a period of 10 days after notice; ; or
(c) A petition under the Bankruptcy Code or under any other insolvency law providing for the relief of debtors shall be filed by or
against Lessee; or
(d) The voluntary or involuntary making of any assignment of a substantial portion of its assets by Lessee for the benefit of creditors
shall occur; a receiver or trustee for Lessee or for Lessee's assets shall be appointed; or any formal or informal proceeding for
dissolution, liquidation, settlement of claims against or winding up of the affairs of Lessee shall be commenced; or
(e) Lessee shall default under any other lease or agreement between Lessee and Lessor [or any of its assignees hereunder]; or
(f) Lessee shall suffer a material adverse change in its financial condition from the date hereof, and as a result thereof Lessor
deems itself or any of the Equipment to be insecure.
16. Remedies. Upon the occurrence of an Event of Default, Lessor, at its option, may pursue any one or more of the following remedies, in
such order or manner as Lessor determines, each such remedy being cumulative and not exclusive of any other remedy provided herein or
under applicable law:
(a) terminate all or any portion of the Equipment Schedules to this Lease;
(b) with or without terminating this Lease, take possession of the Equipment, with or without judicial process, Lessee hereby
granting Lessor the right and license to enter upon Lessee's premises where the Equipment is located for such purpose;
(c) proceed by appropriate court action, either at law or in equity, to enforce performance by Lessee of the applicable covenants
and terms of this Lease, or to recover from Lessee any and all damages or expenses, including reasonable attorneys' fees,
which Lessor shall have sustained by reason of Lessee's default in any covenant or covenants of this Lease, or on account of
Lessor's enforcement of its remedies thereunder; without limiting any other damages to which Lessor may be entitled, Lessor
shall be entitled upon an Event of Default to damages in an amount equal to all Rent then due but unpaid, plus the aggregate
amount of Rent thereafter coming due for the remaining term of this Lease, plus Lessor's costs and expenses of pursuing its
remedies hereunder (including, without limitation, attorneys' fees), minus all amounts received by Lessor after using
reasonable efforts to sell or re -lease the Equipment after repossession or from any guaranty by the Dealer or any third -party;
and
(d) sell the Equipment or enter into anew lease of the Equipment.
It is hereby agreed that no delay by Lessor in pursuing any remedy shall be treated as a waiver of or limitation on such remedy or any other
remedy.
17. Assignment. Lessee shall not transfer, assign, or sublease (except for rentals to players as contemplated hereunder in the ordinary
course of business), or create, incur, assume, or permit to exist any security interest, lien, or other encumbrance on, the Equipment, this
Lease, or any interest of Lessee therein.
18. Lessee's Representations and Warranties. Lessee represents and warrants to Lessor that: (a) Lessee has the authority under
applicable law to enter into and perform this Lease and each Equipment Schedule and rider hereto; (b) Lessee has taken all necessary action
to authorize its execution, delivery, and performance of this Lease and each Equipment Schedule and rider hereto; (c) the Lease and each
Page 3 of 4 MLSE 0906
DocuSign Envelope ID: DEAFACAE-ADF4-44DD-873C-473AD2D66100
Equipment Schedule and rider hereto have been duly executed and delivered by an authorized signatory of Lessee and constitute Lessee's
legal, valid, and binding obligations, enforceable in accordance with their terms; (d) adequate funds have been budgeted and appropriated to
enable Lessee to make all payments required under each Equipment Schedule to this Lease during the first twelve months of the term hereof;
and (e) interest paid on indebtedness of Lessee held by Lessor would be excluded from Lessor's income for U.S. federal income tax
purposes.
19. Non -Appropriation of Funds. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds
are budgeted and appropriated or are otherwise unavailable by any means whatsoever for Rent due under the Lease with respect to a
Equipment Schedule in any fiscal period after the period in which the term of the lease with respect to such Equipment Schedule commences,
Lessee will immediately notify Lessor in writing of such occurrence and the Lessee's obligations under the Lease shall terminate on the last
day of the fiscal period for which appropriations have been received or made without penalty or expense to Lessee, except as to (i) the
portions of Rent for which funds shall have been budgeted and appropriated or are otherwise available and (ii) Lessee's other obligations and
liabilities under the Lease relating to the period, or accruing or arising, prior to such termination. In the event of such termination, Lessee
agrees to peaceably surrender possession of the Equipment to Lessor on the date of such termination in the manner set forth in the Lease
and Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee
agrees (i) that it will not cancel the Lease and the Lease shall not terminate under the provisions of this section if any funds are appropriated to
it, or by it, for the acquisition, retention or operation of the Equipment or other equipment or services performing functions similar to the
functions of the Equipment for the fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal
period, and (ii) that it will not during the Lease term give priority in the application of funds to any other functionally similar equipment or to
services performing functions similar to the functions of the Equipment. This section is not intended to permit Lessee to terminate the Lease in
order to purchase, lease, rent or otherwise acquire the use of any other equipment or services performing functions similar to the functions of
the Equipment, and if the Lease terminates pursuant to this section, Lessee agrees that prior to the end of the fiscal period immediately
following the fiscal period in which such termination occurs, it will not so purchase, lease, rent or otherwise acquire the use of any such other
equipment or services.
20. Binding Effect: Successors and Assigns. This lease and each Equipment Schedule and rider hereto shall be binding upon and shall
inure to the benefit of Lessor and Lessee and their respective successors and permitted assigns. All agreements and representations of
Lessee contained in this Lease or in any document delivered pursuant hereto or in connection herewith shall survive the execution and
delivery of this Lease and the expiration or other termination of this Lease.
21. Notices. Any notice, request or other communication to either party by the other shall be given in writing and shall be deemed received
only upon the earlier of receipt or three days after mailing if mailed postage prepaid by regular mail to Lessor or Lessee, as the case may be,
at the address for such parry set forth in this agreement or at such changed address as may be subsequently submitted by written notice of
either party.
22. Governing Law. This Lease and each Equipment Schedule and rider hereto shall be governed by and construed in accordance with the
laws of the State where Lessee's principal administrative offices are located without giving effect to the conflicts of laws principles of such
state.
23. Severabilily. In the event any one or more of the provisions of this Lease or any Equipment Schedule or rider hereto shall for any
reason be prohibited or unenforceable in any jurisdiction, any such provision shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
24. Signed Counterparts. The parties agree that this Lease may be signed in counterparts, that delivery of an executed counterpart of the
signature page to this Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and
any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity,
enforceability or binding effect of this Lease. Notwithstanding any other provision of this Lease, the sole original of this Lease shall be the
Lease bearing the stamped or manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease,
ratifies all of the terms of this Lease/Agreement.
25. Article 2A. To the fullest extent permitted by applicable law, Lessee waives any and all rights and remedies conferred by Sections 2A-
508 through 2A-522 of Article 2A of the Uniform Commercial Code in effect in the state designated in Section 22 above, except to the extent
that such right or remedy is expressly granted to Lessee herein.
26. Statute of Limitations. Any action by Lessee against Lessor or Dealer for any breach or default under this Lease must be commenced
within one year after the cause of action accrues.
27. Entire Agreement. This Lease and all Equipment Schedules and riders hereto constitute the entire agreement between Lessor and
Lessee with respect to the subject matter hereof, and there are no agreements, representations, warranties, or understandings with respect to
such subject matter except as expressly set forth herein and therein. No alternation or modification of this Lease or any Equipment Schedule
or rider hereto shall be effective unless it is in writing and signed by Lessor and Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be executed on the date first above written.
CITY,er-miY�b67 eas Lessee
i YAMAHA MOTOR FI
� M.atp�l�.t, few
By: �eer�_WW.._... By:
Maxine Calloway
Print Name: Print Name: CRAIG
Title: Assistant City Manager Title: PRESI
Page 4 of 4 MLSE 0906
DocuSign Envelope ID: DEAFACAE-ADF4-44DD-873C-473AD2D66100
EXHIBIT A
EQUIPMENT SCHEDULE # 217347
Dated June 20, 2023
1. This Schedule covers the following property ('Equipment")
100-DR2E AC IRS LITHIUM GOLF CARS
2. Location of Equipment:
COLONY WEST
6850 NW 88TH AVE
TAMARAC, FL 33321
3. The Lease term for the Equipment described herein shall commence on October 15, 2023 and shall consist of. 60 months from the first
day of the month following said date.
4. Rental payments (plus applicable taxes) on the Equipment shall be due according to the Schedule of Payments below:
STARTING OCTOBER 2023 AND ENDING SEPTEMBER 2028. DUE THE 15TH DAY OF THE MONTH AS FOLLOWS:
Oct-23 $10,564.99 Jan-24
$10,564.99
Jan-25
$10,564.99
Jan-26
$10,564.99
Jan-27
$10,564.99
Jan-28
$10,564.99
Nov-23 $10,564.99 Feb-24
$10,564.99
Feb-25
$10,564.99
Feb-26
$10,564.99
Feb-27
$10,564,99
Feb-28
$10,564.99
Dec-23 $10,564.99 Mar-24
$10,564.99
Mar-25
$10,564.99
Mar-26
$10,564.99
Mar-27
$10,564.99
Mar-28
$10,564.99
Apr-24
$10,564.99
Apr-25
$10,564.99
Apr-26
$10,564.99
Apr-27
$10,564.99
Apr-28
$10,564.99
May-24
$10,564.99
May-25
$10,564.99
May-26
$10,564.99
May-27
$10,564.99
May-28
$10,564.99
Jun-24
$10,564.99
Jun-25
$10,564.99
Jun-26
$10,564.99
Jun-27
$10,564.99
Jun-28
$10,564.99
Jul-24
$10,564.99
Jul-25
$10,564.99
Jul-26
$10,564.99
Jul-27
$10,564.99
Jul-28
S10,564.99
Aug-24
$10,564.99
Aug-25
$10,564.99
Aug-26
$10,564.99
Aug-27
$10,564.99
Aug-28
$10,564.99
Sep-24
$10,564.99
Sep-25
$10,564.99
Sep-26
$10,564.99
Sep-27
$10,564.99
Sep-28
$10,564.99
Oct-24
$10,564.99
Oct-25
$10,564.99
Oct-26
$10,564.99
Oct-27
$10,564.99
Nov-24
$10,564.99
Nov-25
$10,564.99
Nov-26
$10,564.99
Nov-27
$10,564.99
Dec-24
$10,564.99
Dec-25
$10,564.99
Dec-26
$10,564.99
Dec-27
$10,564.99
5. Interest Factor: 5.76 %
6. Other Terms:
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment ]eased pursuant to Section 12 of the Master
Lease Agreementdated June 20.2023 between the parties (the "Lease").
Yamaha Motor Corporation, U.S.A., Lessor and their respective subsidiaries are not obligated to perform or provide any maintenance or service, under any
circumstances, under the terms of the Lease. Maintenance and service are the responsibility of the Lessee. Failure by Lessee to maintain or service the
equipment consistent with the terms of the Lease shall not relieve Lessee of the responsibilities under the Lease.
Signed Counterparts: The parties agree that this Exhibit A to the Lease may be signed in counterparts, that delivery of an executed counterpart of the
signature page to this Exhibit A to the Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart,
and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability
or binding effect of this Exhibit A to the Lease. Notwithstanding any other provision of the Lease, the sole original of this Exhibit A to the lease and the
Lease shall be the ones bearing the manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease, ratifies all
of the terms of this Exhibit A to the Lease and the Lease.
Master Lease: This Exhibit A to the Lease, Equipment Schedule, are issued pursuant to the Lease. Capitalized terms used herein and not otherwise defined
shall have the meanings given them in the Lease.
All terms and conditions, representations and warranties of the Lease are hereby ratified and incorporated herein and made a part hereof as if they were
expressly set forth in this Exhibit A, Equipment Schedule and this Exhibit A, Equipment Schedule, constitutes a separate lease with respect to the Equipment
described herein.
LESSEE: CITY OF TAMARAC
DocuSigned by: -J�
By:
Signature
Name: Maxine Calloway
Type or Print
Title: Assistant City manager
LESSOR: YAMAHA MOTOR FINANCE CORPORATION, U.S.A.
By: /—V � �Z-07
�-/ ef^a '01 F V— - W I
Name: Craie Hewitt
Title: President
DocuSig Envelope ID DE-ADF4-44DD-873C-473AD2D66100-N SCHEDULE FOR MUNICIPALITY
`�' i n m rn n n MUNICIPAL LEASE AGREEMENT
FINANCIAL SERVICES
LESSEE: COLONY WEST DS
EQUIPMENT SCHEDULE # 217347 f -A
COLONY WEST
Initialed By
Yield:5.760%
Mon #
Due Date
Payment
Interest
1
10/15/2023
10,564.99
3,847.48
2
11/15/2023
10,564.99
3,816.05
3
12/15/2023
10,564.99
3,784.48
4
01/15/2024
10,564.99
3,752.76
5
02/15/2024
10,564.99
3,720.88
6
03/15/2024
10,564.99
3,688.87
7
04/15/2024
10,564.99
3,656.70
8
05/15/2024
10,564.99
3,624.38
9
06/15/2024
10,564.99
3,591.90
10
07/15/2024
10,564.99
3,559.28
11
08/15/2024
10,564.99
3,526.51
12
09/15/2024
10,564.99
3,493.58
13
10/15/2024
10,564.99
3,460.49
14
11/15/2024
10,564.99
3,427.26
15
12/15/2024
10,564.99
3,393.86
16
01/15/2025
10,564.99
3,360.31
17
02/15/2025
10,564.99
3,326.61
18
03/15/2025
10,564.99
3,292.74
19
04/15/2025
10,564.99
3,258.72
20
05/15/2025
10,564.99
3,224.54
21
06/15/2025
10,564.99
3,190.19
22
07/15/2025
10,564.99
3,155.69
23
08/15/2025
10,564.99
3,121.03
24
09/15/2025
10,564.99
3,086.20
25
10/15/2025
10,564.99
3,051.21
26
11/15/2025
10,564.99
3,016.06
27
12/15/2025
10,564.99
2,980.74
28
01/15/2026
10,564.99
2,945.26
29
02/15/2026
10,564.99
2,909.61
30
03/15/2026
10,564.99
2,873.80
31
04/15/2026
10,564.99
2,837.81
32
05/15/2026
10,564.99
2,801.66
33
06/15/2026
10,564.99
2,765.34
34
07/15/2026
10,564.99
2,728.85
35
08/15/2026
10,564.99
2,692.19
36
09/15/2026
10,564.99
2,655.36
37
10/15/2026
10,564.99
2,618.36
38
11/15/2026
10,564.99
2,581.18
39
12/15/2026
10,564.99
2,543.83
40
01/15/2027
10,564.99
2,506.30
41
02/15/2027
10,564.99
2,468.60
42
03/ 15/2027
10,564.99
2,430.72
43
04/15/2027
10,564.99
2,392.66
44
05/15/2027
10,564.99
2,354.43
45
06/15/2027
10,564.99
2,316.02
46
07/15/2027
10,564.99
2,277.42
47
08/15/2027
10,564.99
2,238.65
48
09/15/2027
10,564.99
2,199.70
49
10/15/2027
10,564.99
2,160.56
50
11 /15/2027
10,564.99
2,121.24
51
12/15/2027
10,564.99
2,081.74
52
01/15/2028
10,564.99
2,042.05
53
02/15/2028
10,564.99
2,002.18
54
03/15/2028
10,564.99
1,962.11
55
04/15/2028
10,564.99
1,921.87
56
05/15/2028
10,564.99
1,881.43
57
06/15/2028
10,564.99
1,840.81
58
07/15/2028
10,564.99
1,799.99
59
08/15/2028
10,564.99
1,758.98
60
09/15/2028
10,564.99
1,717.78
Totals:
633,899.40
169,837.01
Yamaha Financial Services Page 1 of 1