HomeMy WebLinkAboutExhibit 1-SUBTHIS DOCUMENT IS A SUBSTITUTION
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CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO :
Honorable Mayor and
Members of the City Commission
DATE . October 12, 2011
FILE :
SUBJECT:
Substitution for Agenda Item PH. 9
Lease of Golf Cars for Melreese Golf Club
FROM : REFERENCES :
Johnny Martinez,
City Manager ENCLOSURES:
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Please be advised that the Municipal Master Lease Agreement has been amended to reflect
revisions made by the City Attorney's Office. These revisions are to the benefit of the City of
Miami and are as follows:
• Language has been stricken from Section 7, Insurance, to remove requirements that the
City must obtain insurance. The City of Miami is self -insured and this language is
unnecessary.
• The entirety of Section 13, Indemnity, has been stricken. Sovereign immunity precludes
the City from indemnifying anyone but another governmental agency in certain limited
cases. See § 768.28 (19), F.S.; ART. X, §13, Fla. Const.
• The entirety of Section 25, Article 2A, has been stricken. This section would have
effectively waived all legal remedies available to the City should Yamaha have defaulted
under the Master Lease. This was not acceptable to the City and this section has been
removed.
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEMPH. ONIo//3/it
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It-OOV'-Exhibi+f i -SUCH
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THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
YAMAHA
Commercial Customer Finance
MUNICIPAL MASTER LEASE AGREEMENT
Page 1 of 4
MLSE0906
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THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
YAMAHA
MOTOR CORPORATION, U.SA
MASTER LEASE AGREEMENT dated September 27, 2011 between YAMAHA MOTOR CORPORATION, U.S.A., having its principal place
of business at 6555 Katella Avenue, Cypress, California 90630 ("Lessor"), and CITY OF MIAMI having its principal office at
1802 NW 37 AVENUE, MIAMI, FL 33125 ("Lessee").
Lessor and Lessee hereby agree as follows:
1. Lease of Equipment. Lessor leases to Lessee the equipment described on each attached Equipment Schedule (the "Equipment") on
the terms and conditions of this Lease, the applicable Equipment Schedule, and each rider attached hereto.
2. Term. The term of this lease for the Equipment described on a particular Equipment Schedule shall commence on the date set forth on
such Equipment Schedule and shall continue for the number of months indicated on such Equipment Schedule.
3. Rent. Lessee shall pay Lessor rent for the Equipment ("Rent") in the amounts and at the times set forth on the applicable Equipment
Schedule. The amount of the Rent has been determined by amortizing the purchase price of the applicable Equipment (using the prices
quoted in the Request for Proposal identified on the applicable Equipment Schedule ("RFP"), together with an interest factor at the rate
specified in the applicable Equipment Schedule. Whenever any payment hereunder is not made when due, Lessee shall pay interest on such
amount from the due date thereof to the date of such payment at the lower of Lessor's then prevailing rate for late payments specified in
Lessors invoice to Lessee for such payment or the maximum allowable rate of interest permitted by the law of the state where the Equipment
is located.
4. Selection, Delivery, and Acceptance. Lessee shall select the Equipment and take delivery thereof directly from Lessor or an authorized
dealer of Lessor (the "Dealer'). All costs of delivery are the sole responsibility of Lessee. Lessor shall not be liable for any loss or damage
resulting from the delay or failure to have any Equipment available for delivery- Lessee shall inspect the Equipment to determine that the
Equipment is as ordered and has been equipped and prepared in accordance with the RFP and any prior instructions given in writing by
Lessee to Lessor or Dealer. Lessee shall accept the Equipment if It meets the crtteria set forth in the preceding sentence and shall execute
and deliver to Lessor or Dealer a Certificate of Acceptance, in form and substance satisfactory to Lessor, with respect to each shipment of
Equipment. For all purposes of this Lease, acceptance is conclusively established by Lessee's execution and deliver of a Certificate of
Acceptance provided by Lessor Lessee authorizes Lessor to insert in each Equipment Schedule the serial numbers and other identifying
date of the Equipment
5. Location, and Inspection. Lessee shell not move the Equipment from the locations specified in the applicable Equipment Schedule
without Lessors prior written consent. Lessor and its representatives shall have the right from time to time during business hours to enter
upon the premises where the Equipment is located to inspect the Equipment and Lessee's records to confirm Lessee's compliance with this
Lease.
6. Care, Use, and Maintenance. Lessee shall, at its expense, at all times during the term of this Lease, keep the Equipment clean,
serviced, and maintained in good operating order, repair, condition, and appearance in accordance with Lessor's manuals and other
instructions received from Lessor. Lessee will not use or operate the Equipment, or permit the Equipment to be used or operated, in violation
of any taw, ordinance or govemmental regulations. The Equipment will be used and operated only as golf cars. Lessee shall safely store the
Equipment wtren-not in use and properly secure it at night and such other -times -when the -golf -course on which -the-Equipment is used -is
closed to play, and Lessee shall be solely responsible for such storage and safekeeping. If the Equipment is electrical, Lessee shall provide
sufficient and adequate electrical charging outlets and water facilities for the batteries which are a part of the Equipment
7. Insurance, Effective upon delivery of the Equipment to Lessee and until the Equipment is returned to Lessor as provided herein,
Lessee relieves Lessor of responsibility for all risk of physical damage to or loss or destruction of all the Equipment, howsoever caused.
During the continuance of this Master Lease,
insurance. in each case in amounts and against ask customarily insured against Lessee in --similar equipment aid, ie amerce and against
risk acceptable to Les or. All policies wr', "�sp� � i she",�l4—eaerie 'serer-additienal--insured and ac lose. payee, and shall
ea-e
. Lessee shall
bear the entire risk of loss, theft, destruction or damage to the Equipment from any cause whatsoever and shall not be relieved of the
obligation to pay the total of the monthly payments or any other obligation hereunder because of any such occurrence. In the event of
damage to any item of Equipment leased hereunder, Lessee, at tts sole expense, shall Immediately place the same in good repair and
operating condition. In no event shall Lessor be liable for any loss of profit, damage, loss, defect or failure of any item of Equipment or the
time which may be required to recover, repair, service, or replace the item of Equipment.
Lessor will accept that Lessee is "self -insured".
In lieu of the above insurance requirements, Lessor will accept Lessee to cover property and liability insurance through "self-
insurance".
8. Storage. Lessee shall store the Equipment in such a manner as to prevent theft or damage from weather and vandalism.
9. Title. Title to the Equipment shall at all times remain with the Lessor. Lessee acquires only the interests of Lessee expressly described
in this Lease, the applicable Equipment Schedule, and the riders attached hereto. Lessee shall not remove, move, or cover over in any
manner any serial number on the Equipment. Lessee shall keep all Equipment free from any marking or labeling which might be interpreted
as a claim of ownership thereof by Lessee or any party other than Lessor or anyone so claiming through Lessor.
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10. Warranties. The Equipment is warranted only in accordance with the manufacturers 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, AND NON-
INTERFERENCE.
11. Alteratiorms and Attachments, Lessee may, with Lessors 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 Lessors 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.
any and at claims.-eeote, expon.,cs, damages,--tosses,-end-tiab+4ities-(inot id
such claim.
14. Return of Equipment. 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 retumed 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.
(a)
The occurrence of any one or more of the following events shall constitute an 'Event of Default" under this Lease:
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, any 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; 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 Lesccc and Lessor or any of its assignees hereunder; or
(f) Lessee shall suffer material -adverse change_in its financiaL.conditioo 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 a new lease of the Equipment. 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. Neither Lessee nor Lessor shall 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
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 10
THIS DOCUMENT IS A SUBSTITUTION
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CAN BE SEEN AT END OF THIS DOCUMENT.
Page 3 of 4 MLSE0906
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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 Lessors 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, prlorto 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 party 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. Severabiltty. 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 anginal maaiialty 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 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.
that :Al
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 altemation or modification of this Lease or any Equipment Schedule
or nder 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 OF MIAMI
as Lessee YAMAHA MOTOR CORPORATION, U.S.A. as Lessor
By:
X Print Name:
Title:
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
By:
Print Name:
Title:
Page 4 of 4 MLSE0906
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
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EXHIBIT A
EQUIPMENT SCHEDULE # 100388
Dated 09/27/2011
1. This Schedule covers the following property ("Equipment"):
76 YDRA GOLF CARS
2. Location of Equipment:
MELREESE GOLF COURSE
1802 NW 37 AVENUE
MIAMI, FL 33125
3. The Lease term for the Equipment described herein shall commence on October 28, 2011 and shall
consist of b0 months from the first day of the month following said date.
4. Rental payments on the Equipment shall be in the following amounts, payable on the following schedule:
60 MONTHLY PAYMENTS IN THE AMOUNT OF $3,591.00 (APPLICABLE TAXES TO BE BILLED).
STARTING OCTOBER 2011 AND ENDING SEPTEMBER 2016. DUE THE 28TH DAY OF
1HL MONTH AS FOLLOWS:
Oct-11 $3,591.00
Nov-11 $3,591.00
Dec-11 $3,591.00
Jan-12 $3,591.00
Feb-12 $3,591.00
Mar-12 $3,591.00
Apr-12 $3,591.00
May-12 $3,591.00
Jun-12 $3,591.00
Jul-12 $3,591.00
Aug-12 $3,591.00
Sep-12 $3,591.00
Oct-12 $3,591.00
Nov-12 $3,591.00
Dec-12 $3,591.00
5. Interest Factor: 4.792 %
6. Other Terms:
Jan-13 $3,591.00
Feb-13 $3,591.00
Mar-13 $3,591.00
Apr-13 $3,591.00
May-13 $3,591.00
Jun-13 $3,591.00
Jul-13 $3,591.00
Aug-13 $3,591.00
Sep-13 $3,591.00
Oct-13 $3,591.00
Nov-13 $3,591.00
Dec-13 $3,591.00
Jan-i4 $3,591.00
Feb-14 $3,591.00
Mar-14 $3,591.00
Apr-14 $3,591.00
May-14 $3,591.00
3un-14 $3,591.00
Jul-14 $3,591.00
Aug-14 $3,591.00
Sep-14 $3,591.00
Oct-14 $3,591.00
Nov-14 $3,591.00
Dec-14 $3,591.00
Jan-15 $3,591.00
Feb-15 $3,591.00
Mar-15 $3,591.00
Apr-15 $3,591.00
May-15 $3,591.00
Jun-15 $3,591.00
Jul-15 $3,591.00
Aug-15 $3,591.00
Sep-15 $3,591.00
Oct-15 $3,591.00
Nov-15 $3,591.00
Dec-15 $3,591.00
Jan-16 $3,591.00
Feb-16 $3,591.00
Mar-16 $3,591.00
Apr-16 $3,591.00
May-16 $3,591.00
Jun-16 $3,591.00
Jul-16 $3,591.00
Aug-16 $3,591.00
Sep-16 $3,591.00
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment
leased pursuant to Section 12 of the Master Lease Agreement.
Yamaha -is -not -obligated-to-perform-or-provide any service, -under any circumstances nncder the terms of the lease
agreement Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent
with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease
Agreement.
BY ENTERING INTO THIS AGREEMENT, EQUIPMENT SCHEDULE # 88229 WILL BE TERMINATED.
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 es 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 manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease
ratifies all of the terms of this Lease/Aereement.
This Equipment Schedule is issued pursuant to the Master Lease dated, September 27, 2011 (the
"Lease"). All of the terms and conditions, representations and warranties of the Lease are hereby incorporated herein
and made a part hereof as if they were expressly set forth in this Equipment Schedule and this Equipment Schedule
constitutes a separate lease with respect to the Equipment described herein.
LESSEE: CITY OF MIAMI
X By Signature
K Name:
X
Title:
Type or Print
LESSOR: YAMAHA MOTOR CORPORATION, U.S.A.
By:
Name:
Takashi Yabusaki
Title:
Vice President
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
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EXHIBIT A
EQUIPMENT SCHEDULE # 100389
Dated 09/27/2011
1 This Schedule covers the following property ("Equipment"):
2 YT2A BEV GOLF CARS
2. Location of Equipment:
MELREESE GOLF COURSE
1802 NW 37 AVENUE
MIAMI, FL 33125
3. The Lease term for the Equipment described herein shall commence on October 28, 2011 and shall
consist of 60 months from the first day of the month following said date.
4. Rental payments on the Equipment shall be in the following amounts, payable on the following schedule:
60 MONTHLY PAYMENTS IN THE AMOUNT OF S306.00 (APPLICABLE TAXES TO BE BILLED).
STARTING OCTOBER 2011 AND ENDING SEPTEMBER 2016. DUE THE 28TH DAY OF
THE MONTH AS FOLLOWS:
Oct-11 $306.00
Nov-11 $306.00
Dec-11 $306.00
Jan-12 $306.00
Feb-12 $306.00
Mar-12 $306.00
Apr-12 ;306.00
May-12 $306.00
Jun-12 $306.00
Jul-12 $306.00
Aug-12 $306.00
Sep-12 $306.00
Oct-12 $306.00
Nov-12 $306.00
Dec-12 $306.00
5. Interest Factor: 4.792 %
6. Other Terms:
Jan-13 $306.00
Feb-13 $306.00
Mar-13 $306.00
Apr-13 $306.00
May-13 $306.00
Jun-13 $306.00
Jul-13 ;306.00
Aug-13 $306.00
Sep-13 $306.00
Oct-13 $306.00
Nov-13 $306.00
Dec-13 $306.00
Jan-14 $306.00
Feb-14 $306.00
Mar-14 $306.00
Apr-14 $306.00
May-14 $306.00
Jun-14 $306.00
Jul-14 $306.00
Aug-14 $306.00
Sep-14 $306.00
Oct-14 $306.00
Nov-14 $306.00
Dec-14 $306.00
Jan-15 $306.00
Feb-15 $306.00
Mar-15 $306.00
Apr-15 $306.00
May-15 $306.00
Jun-15 $306.00
Jul-15 $306.00
Aug-15 $306.00
Sep-15 $306.00
Oct-15 $306.00
Nov-15 $306.00
Dec-15 $306.00
Jan-16 $306.00
Feb-16 $306.00
Mar-16 $306.00
Apr-16 ;306.00
May-16 $306.00
Jun-16 $306.00
Jul-16 ;306.00
Aug-16 $306.00
Sep-16 $306.00
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment
leased pursuant to Section 12 of the Master Lease Agreement.
Yamaha -is -not obligated to per-fform-or_prov de any.service, under any circumstances under the terms of the lease
agreement. Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent
with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease
Agreement.
BY ENTERING INTO THIS AGREEMENT, EQUIPMENT SCREDULE # 88230 WILL BE TERMINATED.
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 manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease
ratifies all of the terms of this Lease/Aereement.
This Equipment Schedule is issued pursuant to the Master Lease dated, September 27, 2011 (the
"Lease"). All of the terms and conditions, representations and warranties of the Lease are hereby incorporated herein
and made a part hereof as if they were expiessly set forth in this Equipment Schedule and this Equipment Schedule
constitutes a separate lease with respect to the Equipment described herein.
LESSEE: CITY OF MIAMI LESSOR: YAMAFIA MOTOR CORPORATION, U.S.A.
h By : BySignature
Name: Name: Takashi Yabusaki
Type or Print
Title: .______ _.__-._._..____ Title: Vice President
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
EXHIBIT A
EQUIPMENT SCHEDULE # 100390
Dated 09/27/2011
1 This Schedule covers the following property ("Equipment"):
2 YT2A GOLF CARS
2. Location of Equipment:
MELREESE GOLF COURSE
1802 NW 37 AVENUE
MIAMI, FL 33125
3. The Lease term for the Equipment described herein shall commence on October 28, 2011 and shall
consist of 60 months from the first day of the month following said date.
4. Rental payments on the Equipment shall be in the following amounts, payable on the following schedule:
60 MONTHLY PAYMENTS IN THE AMOUNT OF $158.00 (APPLICABLE TAXES TO BE BILLED).
STARTING OCTOBER 2011 AND ENDING SEPTEMBER 2016. DUE THE 28TH DAY OF
THE MONTH AS FOLLOWS:
Od-11 $158.00
Nov-11 $158.00
Dec-11 $158.00
Jan-12 $158.00
Feb-12 $158.00
Mar-12 $158.00
Apr-12 $158.00
May-12 $158.00
Jun-12 $158.00
Jul-12 $158.00
Aug-12 $158.00
Sep-12 $158.00
Oct-12 $158.00
Nov-12 $158.00
Dec-12 $158.00
5. Interest Factor: 4.792 %
6. Other Terms:
Jan-13 $158.00
Feb-13 $158.00
Mar-13 $158.00
Apr-13 $158.00
May-13 $158.00
Jun-13 $158.00
Jul-13 $158.00
Aug-13 $158.00
Sep-13 $158.00
Oct-13 $158.00
Nov-13 $158.00
Dec-13 $158.00
Jan-14 $158.00
Feb-14 $158.00
Mar-14 $158.00
Apr-14 $158.00
May-14 $158.00
Jun-14 $158.00
Jul-14 $158.00
Aug-14 $158.00
Sep-14 $158.00
Oct-14 $158.00
Nov-14 $158.00
Dec-14 $158.00
Jan-15 $158.00
Feb-15 $158.00
Mar-15 $158.00
Apr-15 $158.00
May-15 $158.00
Jun-15 $158.00
Jul-15 S158.00
Aug-15 $158.00
Sep-15 $158.00
Oct-15 $158.00
Nov-15 $158.00
Dec-15 $158.00
Jan-16 $158.00
Feb-16 $158.00
Mar-16 $158.00
Apr-16 $158.00
May-16 $158.00
Jun-16 $158.00
Jul-16 $158.00
Aug-16 $158.00
Sep-16 $158.00
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment
leased pursuant to Section 12 of the Master Lease Agreement.
Yamaha -is -not obligated to -perform or provide any service, under-any-cir-cumstances t$lder -the-terms -of the lease
agreement. Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent
with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease
Agreement.
BY ENTERING INTO THE AGREEMENT, EQUIPMENT SCHEDULE # 88476 WILL BE TERMINATED.
Signed Counterparts: "Ihe 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 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.
This Equipment Schedule is issued pursuant to the Master Lease dated, September 27, 2011 (the
"Lease"). All of the terms and conditions, representations and warranties of the Lease are hereby incorporated herein
and made a part hereof as if they were expressly set forth in this Equipment Schedule and this Equipment Schedule
constitutes a separate lease with respect to the Equipment described herein.
LESSEE: CITY OF MIAMI LESSOR: YAMAHA MOTOR CORPORATION, U.S.A.
By By •
Signature tur
Takashi Yabusaki
Name: Name: - -
Type or Print
Vice President
Title Title:
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT END OF THIS DOCUMENT.
•
•
•
EXHIBIT A
EQUIPMENT SCHEDULE # 100393
Dated 09/27/2011
1. This Schedule covers the following property ("Equipment"):
1 YDRA (4 PASS) GOLF CAR
2. Location of Equipment:
MELREESE GOLF COURSE
1802 NW 37 AVENUE
MIAMI, FL 33125
3. The Lease term for the Equipment described herein shall commence on October 28, 2011 and shall
consist of 60 months from the first day of the month following said date.
4. Rental payments on the Equipment shall be in the following amounts, payable on the following schedule:
60 MONTHLY PAYMENTS IN THE AMOUNT OF S120.00 (APPLICABLE TAXES TO BE BILLED).
STARTING OCTOBER 2011 AND ENDING SEPTEMBER 2016. DUE THE 28TH DAY OF
THE MONTH AS FOLLOWS:
Oct-11 $120.00
Nov-11 $120.00
Dec-11 $120.00
Jan-12 $120.00
Feb-12 $120.00
Mar-12 $120.00
Apr-12 $120.00
May-12 $120.00
Jun-12 $120.00
Jul-12 $120.00
Aug-12 $120.00
Sep-12 $120.00
Oct-12 $120.00
Nov-12 $120.00
Dec-12 $120.00
5. Interest Factor: 4.792 %
6. Other Terms:
Jan-13 $120.00
Feb-13 $120.00
Mar-13 $120.00
Apr-13 ;120.00
May-13 $120.00
Jun-13 $120.00
Jul-13 $120.00
Aug-13 $120.00
Sep-13 $120.00
Oct-13 $120.00
Nov-13 $120,00
Dec-13 $120.00
3an-14 $120.00
Feb-14 $120.00
Mar-14 $120.00
Apr-14 $120.00
May-14 ;120.00
Jun-14 $120.1)0
Jul-14 $120.00
Aug-14 $120.00
Sep-14 $120.00
Oct-14 ;120.00
Nov-14 $120.00
Dec-14 ;120.00
Jan-15 $120.00
Feb-15 $120.00
Mar-15 $120.00
Apr-15 $120.00
May-15 $120.00
Jun-15 $120.00
Jul-15;120.00
Aug-15 $120.00
Sep-15 ;120.00
Oct-15 ;120.00
Nov-15 $120.00
Dec-15 $120.00
Jan-16 $120.00
Feb-16 $120.00
Mar-16 $120.00
Apr-16 $120.00
May-16 $120.00
Jun-16 $120.00
J u1-16 ;120.00
Aug-16 $120.00
Sep-16 $120.00
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment
leased pursuant to Section 12 of the Master Lease Agreement.
Y-amaha-is not obligated -to-perform er--lravide any serwace, under .an_y cirrumstannes lmderlhe tee of the lease
agreement. Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent
with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease
Agreement.
BY ENTERING INTO THIS AGREEMENT, EQUIPMENT SCHEDULE # 88231 WILL BE TERMINATED.
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 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.
This Equipment Schedule is issued pursuant to the Master Lease dated, September 27, 2011 (the
"Lease"). All of the terms and conditions, representations and warranties of the Lease are hereby incorporated herein
and made a part hereof as if they were expressly set forth in this Equipment Schedule and this Equipment Schedule
constitutes a separate lease with respect to the Equipment described herein.
LESSEE: CITY OF MIAMI LESSOR: YAMAHA MOTOR CORPORATION, U.S.A.
By Signature
Name: ---.
Type or Print
Title: ._.____
By :
Takashi Yabusaki
Name -
Title: .Vice President
.--.
TO:
FRO.1 :
SUBSTITUTED
Jo y Martinez, P.E.
City 'anager
Kern tii R. rtson
Department .
Ire a
urchasing
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE ` September 9, 2Q 11
FILE:
SUBJECT:'
Authorizing a Lease Agreement
with Yamaha Motor Corporation for Golf
REFERENCE Cars at International Links / Melreese
Golf Club
ENCLOSURES'
The Department of Pur ing respectfully requests your approval and action of the Miami City
Commission by a 4/5ths • . •ative vote, after an advertised public hearing, ratifying, approving
and confirming the City Ma er's recommendation and finding that competitive sealed bidding
is not practicable or advantaeeregarding the leasing of golf cars for the International Links /
Meireese Golf Club.
The 2007 golf car fleet at the Inte 'tional Links / Melreese Golf Club is currently out of
warranty. Upcoming maintenance for tfleet will be required and the costs associated with this
are not covered under the current lease a -ement with Yamaha Motor Corporation .(Yamaha).
The City of Miami is currently under Leas 'car 5 of 5 for the 2007 golf car fleet. Yamaha has
offered to terminate the existing lease agreem• with no penalties and replace the existing 2007
golf car fleet with new 2012 models at the same from 2007. This represents a significant cost
savings to the City of Miami with no capital outla •sts other than the monthly lease payment.
For..the_reasons_ stated._ above,_ as_ required by.the:Code the_City of Miami,_the Department of
Purchasing: (I) recommends approval of a 60-month agreement with Yamaha Motor •
Corporation is a total amount not to. exceed S250,500; a (2) finds that competitive sealed
bidding is not practicable or advantageous for this purpose.
If these recommendations and findings meet with your approvplease indicate by signing
below. This legislation item will be placed on the agenda for the eptember 27, 201'1, City
Commission meeting.
Approved / Disapproved:
Date:
SUBSTITUTED
Commercial Customer Finance
MUNICIPAL MASTER LEASE AGR
Page 1 of 4
SUBSTITUTED
January 1, 2009 , between YAMAHA MOTOR CORPORATION, U.S.A.,
having its orincioal place of business at 6555 Kateila Avenue. Cypress, • California 90630 ("Lessor), and
having Its principal office at
("Lessee").
YL A
YAMAHA MOTOR CORPORATION, U.S.A.
MASTER LEASE AGREEMENT dated
SAMPLE NAME
XXXX STREET XXXXXXXX CITY, STATE ZIP
Les r and Lessee hereby agree as follows:
1. Le• of Eauipment. Lessor.leases to Lessee the equipment described on each attached Equipment Schedule (the "Eauipmenl") on
the ter :nd conditions of this Lease, the applicable Equipment Schedule, and each rider attached hereto.
2. Term.
he term of this lease for the Equipment described on a particular Equipment Schedule shall commence on the date set forth on
such Equipm. Sched and shall continue for the number of months indicated on such Equipment Schedule.
3. Rent. Le
Schedule. The a
quoted in the Req _
speclfied4n the apJ .
amountgriin the duene
LessolWavoice to Lee serer
is localedt
eR_ •_; R ssor rent for the Equipment ("Rent") in the amounts and at the times set forth on the applicable Equipment
unt of the Rent has been determined by amortizing the purchase price of the applicable Equipment (using the prices
t for Proposal identified on the applicable Equipment Schedule ("RFP"), together with an interest factor at the rate
e Equiprttent Schedule. Whenever any payment hereunder is not made when due, Lessee shall pay interest on such
thereb` fo the date of such payment at the lower of Lessor's then prevailing rate for late payments specified in
or saeipayment or the maximum allowable rale of interest permitted by the law of the state where the Equipment
4.
deafer of ae sa (the "beater").
resulting fro�"`e defif failure
Equipment is as ordered and ha
Lessee to Lessor or Dealfc; Lessee
and deliver to Lessor. or E' aL eir -r1
Equipment. For all puuoses of thr ie
Acceptance provided by Lessor. Les' c
date of the Equipment.
Sete on. Delivery, an
s►A otance. Lessee.shall select the Equipment and take delivery thereof directly from Lessor or an authorized
I costs ofdeliv ery?are the sole responsibility of Lessee. Lessor shall not be liable for any loss or damage
II) qny:VE,,qgupment available for delivery. Lessee shall inspect the Equipment to determine that the
uippeii and prepared in accordance with the RFP and any prior instructions given in writing by
accepPthe Equipment if it meets the criteria set forth In the preceding sentence and shall execute
te rft ...'gcceptance, in form and substance satisfactory to Lessor, with respect to each shipment of
acceptance is conclusively established by Lessee's execution and deliver of a Certificate of
ortzes Lessor t pert in each Equipment Schedule the serial numbers and other Identifying
ha
5. Location. and Inspection. Lessee;:iall
without Lessor's prior written consent. r &Lessor a
•-*
upon the premises where the Equipment locate
Lease.Atir'na
6. Care, Use. and Maintenance. Lesse ,nall, at
serviced, and maintained in good operating order,
instructions received from Lessor. Lessee will not us
of any law, ordinance or governmental regulations. 111. -qu
Equipment when not in use and properly secure It af+night an
closed to play, and Lessee shall be solely responsible for such s
sufficient and adequate electrical charging outlets and waterfacitl e
shquipment from the locations specified in the applicable Equipment Schedule
¢faiatives shall have the right from time to time during business hours to enter
e Equipment and, Lessee's records to confirm Lessee's compliance with this
11
expense,.atfattafime uring the term of this Lease, keep the Equipment clean,
cpondittit a earance in accordance with Lessor's manuals and other
to the Equipment, or per f1 the Equipment to be used or operated, in violation
my as golf cars. Lessee shall safely store the
course on which the Equipment is used is
ment is electrical. Lessee shall provide
of the Equipment.
�r
nt wi()tbrsed anprat
ucother times glen th
ae and safeewng. If th
the be s which are a
7. Insurance. Effective upon delivery of the Equipment to Less
Lessee relieves"Lessor of responsibility for all risk of physical dampal,
During the continuance of this Master Lease, Lessee shall at its own :expe
of Equipment designated in each Equipment Schedule public liability insu
Insurance, in each case in amounts and against risk customarily insured age
risk acceptable to Lessor. All policies with respect to such insurance shall na
provide for at least thirty (30) days' prior written notice by the underwriter or ins
expiration of any such policies. Lessee shall, upon request of Lessor, fumish appro
bear the entire risk of loss, theft, destruction or damage to the Equipment from a
obligation 10 pay the total of the monthly payments or any other obligation hereunde
damage to any Item of Equipment leased hereunder, Lessee, at its sole expense, sh
operating condition'. In no event shall Lessor e liable for any loss of profit, damage, loss,
time which may be required to recover, repair, service, or replace the Item of Equipment.
d untNtittie-Equipmentg.
or loss `or aestruc ioniio�, `all'the
, cause talb 'carrteband ma
de in an ma ount- of ,na
:etumed 10 Lessor as provided herein,
quipment; howsoever caused.
red with respect to each item
stthen.S1,000,000, and casualty
t Lessee in similar ,epuip east and, in amounts and against
ssor as additional assured and as loss payee, and shall
nce compar Lessor in the event of cancellation or
te evide of such insurance to Lessor, Lessee shall
ki( yw,•
calise� atsoever and shall not be; rtilieved of the
cause of any such occurren
mmedlately place the se
=f�eet,,or failure of any
B. Storaoe. Lessee shall store the Equipment In such a manner as to prevent theft or damage miWeather4aidivandillism.,
9. Title. Title to the Equipment shall at all times remain with the Lessor. Lessee acquires only t ntere tsj of Lessee exp ' described
in this Lease, the applicable Equipment Schedule, and the riders attached hereto. Lessee shall rerii"o PM1move, or cove uer in any
manner any serial number on the Equipment. Lessee shall keep all Equipment free from any marking lab�eiliq "",which might b"interpreted
as a claim of ownership thereof by Lessee or any party other than Lessor or anyone so claiming through . sor. 2k.T,%
10. Warranties. The Equipment is warranted only in accordance with the manufacturers warranty. EXC . T AS E (. ESSLY PROVIDED
IN THE MANUFACTURER'S WARRANTY, LESSOR DISCLAIMS ANY OTHER WARRANTY, EXPRESS' OR I)utf'tED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULA' PURPOSE, AND NON-
INTERFERENCE.
atkje event of
�� �'� • air and
tp p f the
Paget of 4 MLS_. •06
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. •
Taxes, Lessee shall cooperate with Lessor in all reasonable respects necessary In order for Lessor to qualify for any exemption or
lesion from personal property tax on the equipment or sales or use tax on the teasing of the Equipment to Lessee hereunder. In the event
th. =ny such tax becomes payable by Lessor during the term of this Lease, Lessee shall pay to Lessor as additional rent, promptly on receipt
of L .or'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 s -, county, or city In respect of the rental or other use of the Equipment by Lessee.
13. I It • N.ti e of Claim. Lessee shall be liable for, and hereby Indemnifies Lessor and holds Lessor harmless from and against,
any an ' t ims, costs, expense damages, losses, and liabilities (including, with limitation, attorneys' fees and disbursements) arising in
any way +e gross negligence or mis,eonduct of Lessee or Lessee's agents and independent contractors, or their respective employees.
Lessee shall g Lessor prohipt written notice of any claim arising oul of the possession, leasing, renting. operation, control, use, storage, or
disposition of th quipmentand shall co' -ate in all reasonable respects at Lessee's expense in investigating, defending, and resolving
such claim. }F. -
14. Return .f Eaui. 'tipon the termination of an Equipment Schedule for any reason, unless Lessee is thereupon purchasing the
Equipment fromlLesso esseekshall make the Equipment available for inspection and pick up by Lessor or Dealer at Lessee's location at
which the EquiprneAt was -ed hereunder. The Equipment shall be returned to Lessor al the termination of this Lease in the same operating
order, repair, condftjot an. .rearance as when received by Lessee, less normal depreciation and wear and tear (which shall not include
damaged or missing bre ofa_ :els).
15. Defaults. The occurrence any oorymore of the.following events shall constitute an "Event of Default" under this Lease:
(a) default by Lessee:.i. +e ;palnement oranyFlnstaliment of rent or other charge payable by Lessee under any Equipment Schedule
as and whel sa comes•due;ankpayable; or
(b) default by Lessee in thormance if any other material term, covenant or condition of this Lease, any for a period of 10
days after notice; or • -
(c)Apetition under the Bankru, Croy e or under an ottaer insolvencylaw providingfor the relief of debtors shall be filed byor
�--:fie Y.,..�.,e
against Lessee; or
(d) The voluntary or involuntary
creditors shall occur a
proceeding for dissolution Ali
or
(e) Lessee shall default under any othOlea or teement between Lessee and Lessor or any of Its assignees hereunder; or
(f) Lessee shall suffer a material arVerse in its financial condition from the date hereof, and as a result thereof Lessor
deems Itself or any of the Equipment to be-ecure ;,,x, ,$
16. Remedies. Upon the occurrence of an Event of �tr_ �gsor;'a itsr9pii rr-may pursue any one or more of the following remedies, in
such order or manner as Lessor determines, each suq� r� e. being cu ijigtive and n ,1 exclusive of any other remedy provided herein or
under applicable law:
(a) terminate all or any portion of the Equipment Sched
(b) with or without terminating this Lease, take ppssssess • ti r without judicial process, Lessee hereby
granting Lessor the right and license to enter upon Less , _- guipment is located for such purpose;
r•
ng of any,`.asz inn1eat of a substantial portion of its assets by Lessee for the benefit of
trustee,^ror''Lessee or for Lessee's assets shall be appointed; any formal or informal
-setttenient+6 :6laims against or winding up of the affairs of Lessee shall be commenced;
' r
to this Lea
of,4 quipment, + f
• remises where the
(c) proceed by appropriate court action, either at law o fi qu to gtorce performance by Lessee. of the applicable covenants
and terms of this Lease, or to' recover from Lesse1-any an. damages or expenses; including reasonable attorneys' fees,
x-_
which Lessor shalt have sustained by reason of Lessee's defa n ar`=�1'-cayenanr•or covenants of this Lease, or on account of
Lessors enforcement of Its remedies thereunder, without.. limiting • other,sdan'ages to,yytiich Lessor may be entitled, Lessor
shall be entitled upon an Event of Default to damages in an amoun qual to all Rentahene but unpaid, plus the aggregate
amount of Rent thereafter coming due for the remaining term of this ase, plus..Lessoit costs and expenses of pursuing its
remedies hereunder (including, without limitation, attorneys' fees), nus r91L_'-amounts received by Lessor after •using
reasonable efforts to sell or re -lease the Equipment after repossession . omrany guaranty by the Dealer or any third -party;
and
(d) sell the Equipment or enter into a new lease of the'Equipment. No'deieby L
a waiver of or limitation on such remedy or any other remedy.
i-
17. Assionment. Neither Lessee nor Lessor shall transfer, assign, or sublease (exce'p 19r rent• to players ride' t° ]ated hereunder in
the ordinary course of business), or create, incur, assume, or permit to exist any seairity inte t, Iler),„ii( other eneetfmbrance on, the
Equipment, this Lease, or any Interest of Lessee therein. + n.
if
16. Lessee's Representations and Warranties. Lessee represents and warrants to Lessor ,ha' , Lessee has the agiority under
applicable law to enter into and perform this Lease and each Equipment Schedule and rider heretoyt b) -e has taken all neeessary action
to authorize its execution, delivery, and performance of this Lease and each Equipment Schedu1eJand ri• = ereto; ..(c) the Leaseand each
�h�
Equipment Schedule and rider hereto have been duly executed and delivered by an authorized signatory of ssee and constitute Lessee's
legal, valid, and binding obligations, enforceable in accordance with their terms; (d) adequate funds 'have been dgeted-and appropriated to
enable Lessee to make all payments required under each Equipment Schedule to this Lease durihjthe firs Ive months of the term
hereof; and (e) interest paid on indebtedness of Lessee held•by Lessor would be excluded from Lessors.ricome U.S. federal income tax
purposes.
or In pursuing any remedy shall be treated as
Page 3of4
MLSE090
SUBSTITUTED
SUBSTITUTED
21. Notices. Any notice, ( u,
only upon the earlier of receipt;ar-
at the address for such party set fo
either party.
22. Govemina Law, This Lease and
the laws of the State where Lessee's princi
state.
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
d liabilities under the Lease relating to the period, or accruing or arising, prior to such termination. In the event of such termination, Lessee
a -es to peaceably surrender possession of the Equipment to Lessor on the date of such termination in
the canner set forth in the Lease and Lessor will have all legal and equitable rights and remedies to take possession of the Equipment.
Not standing the foregoing, Lessee agrees (i) that it will not cancel the Lease and the Lease shall not terminate under the provisions of
this se. '.n if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment or
services rforming functionsu'similanto the functions of the Equipment for the fiscal period in which such termination would have otherwise
occurred o •r the next succeeding fisdal a.eriod, and (ii) that it will not during the Lease term give priority in the application of funds to any
other functio y similar equipment or to services performing functions similar to the functions of the Equipment. This section is not intended
to permit Less. iocerminatettlhe Lease iricyder to purchase, lease, rent or otherwise acquire the use of any other equipment or services
performing lunch,similar tolhe functions It the Equipment, and if the Lease terminates pursuant to this section, Lessee agrees that prior
to the end of then -I period irrimediatelyfollowing the fiscal period in which such termination occurs, it will not so purchase, lease, rent or
otherwise acquire-th- e of any such othecequipment or services.
20. Bindino Effect g -ssors and Assians. This lease and each Equipment Schedule and rider hereto shall be binding upon and shall
inure to the benefit of,lee •r•and_'Lessee and their respective successors and permitted assigns. All agreements and representations of
Lessee contained in tiff a or in any document, delivered pursuant hereto or in connection herewith shall survive the execution and
delivery of this Lease andthe •iratlon or.oth_nterrhinatjon!of this Lease.
'njiyQhnerrcommunictign to either party by the other shall be given in writing and shall be deemed received
Am after malhogif mailed postage prepaid by regular mail to Lessor or Lessee, as the case may be,
n thisragreement or at such changed address as may be subsequently submitted by written notice of
h',Equipment Sched.l
',administrative offic
0.141,
bider hereto shall be governed by and construed in accordance with .
e. ocaled without giving effect to the conflicts of laws principles of such
23. Severability. In the event any one o - .4t ttie:provisioas of this Lease or any Equipment Schedule or rider hereto shall for any
reason be prohibited or unenforceable in any juri_"(ion; anysuefi provision shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidatirithemaini hg provisions hereof, any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such prow min -any other jurisdiction.
24. Sianed Counterparts. The parties agree that this, " use ma tie signed m'counterparts, that delivery of an executed counterpart of the
signature page to this Lease by fax, email or other election -een'SsShall betasi'gffective as delivery of a manually executed counterpart, and
any failure to deliver the original manually executed&tours c -rt sent.byy3„ait,email or other electronic means shall not affect the validity,
enforceability or binding effect of this Lease. Notwithstanding y ott r..;proviston of thislease, the sole original of this Lease shall be the
Lease bearing the manually executed signature of the Lessor. -i-te?iee., by makingany-payment required under this Lease ratifies all of
_
the terms of this Lease/Agreement. sr r' v'ia_
1fi``ate
25. Article 2A. To the fullest extent permitted by applicabll aw, L. - tees any and all'rig is and remedies conferred by Sections 2A-
508 through 2A-522 of Article 2A of the Uniform Commercial Code in, _ fn ;; estate designer"' in Section 26 below, except to the extent
• that such right or remedy is'expressly granted to Lessee herein.
26. Status of Limitations. Any action by Lessee against Lessor or Deale
within one year after the cause of action accrues.
27. Entire Agreement. This Lease and all Equipment Schedules and riders
Lessee with respect to the subject matter hereof, and there are no agreements, re
such subject matter except as expressly set forth herein and therein. No alternation
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
SAMPLE NAME
as Lessee
reach mod fault under this Lease must be commenced
•�l ,
eto constitute tbellerltlr.e agreement between Lessor and
entations, wkanties, or understandings with respect to
modiligdtlon:of this Lease or any Equipment Schedule
ed on the date first above written.
YAMAHA MOM o.R C. - PORATION. U.S..ti. 3s Lessor
By: By:
Print Name: Print Name:
Title: Title:
Vice -Presid
Page 4 of 4 MLSE09
SUBSTITUTED
3. The
consist of
4. Rental pia
48 MON 1EI:L
STARTING r.IA
EXHIBIT A
EQUIPMENT SCHEDULE #
Dated 01/01/2009
This Schedule covers the following property ("Equipment"):
1 MODEL YAMAHA GOLF CAR(S)
Location of Equipment:
DBA NAME HERE
xxxX CO1912SL"rli5i)7:ESS
CYPRESS 90630
ase term forrthe Equipment described herein shall commence on Jarman. 01, 2009
months from Erie first day of the month following said date.
III T.
ents o,the Equipment shall be in the following amounts, payable on the following schedule:
.117.17
A?i?;, TENTS IN THE AMOUNT OF SI.0O (APPLICABLE TAXES TO BE BILLED).
RY 2009 AND;;ENDI-N.GDECEMBER 2012. DUE THE 1ST DAY OF
THE MONTH AS 'LLOANS
Jan-09 $1.00 Titan $1ibFl Jail tl' $1.00 Jan-12 $1.00
Feb-09 $1.00 Feb- . 1.0(11. :. ,F.et 11 $1.00 Feb-12 $1.00
Mar-09 $1.00 Mar-10 Onk $t'iar-11 $1.00 Mar-12 $1.00
Apr-09 $1.00 Apr-10 $ ' { r-
p p r '"'�.I+pr-tl $1.00 )-Apr-12 $1.00
May-09 $1.00 May-10 51.• May-11 $1.00 : hpy-12 $1.00
Jun-09 $1.00 Jun-10 $1.00 •a}: Jun-11 $1.00 :a .i,10',101;n-12 $i.00
Jut-o9 $1.00 3u1-10 $1.001 Jui-11,;14AO 8 A''Jut-12 $1.00
Aug-09 $1.00 Aug-10 $1.D01 '. Aua1i?s_lod '` Aug-12 $1.00
5ep-09 $1.00 Sep-10 SLOW a.,
t• �ti'Y1G$1.00/�4;�i`` Sep-12;1.00
Oct-09 $1.00 Oct-10 $1.00 1 $1.00w' Oct-12 $1.00
Nov-09 $1.00 Nov 10 $1.00 c ESN• 1 S1vO4Nov-12 $1.00
Dec-09 $1.00 Dec-10 $1.00 'x' Dec- $i40"0 Dec-12 $1.00;,..;
5. Interest Factor:
6. Other Terms:
Lessee agrees to reimburse Lessor, who ,Sha iq'i
leased pursuant to Section 12 of the Master I ease A
Yamaha is not obligated to perform or provide. arj C ri
agreement. Service is the responsibility of the Lesse. Fail
with the terms of the Master Lease Agreement shall not relic
Agreement.
9.0 %
and shall
any ,a sIssed property taxes due on the equipment
mentbx
w lc
un'tletrany circurn$tances under the terms of the lease
b!Lessee tolriilintain or service the equipment consistent
essecciattneoresponsibilities under the Master Lease
Signed Counterparts; The parties agree that this Lease may be signed in n pterp
signature page to this Lease by fax, email or other electronic means shall be7tiffecti
and any failure to deliver the original manually executed counterpart sent by fa5email o
validity, enforceability or binding effect of this Lease. Notwithstanding any otfi#$rovisio
shall be the Lease bearing the manually executed signature of the Lessor. The Lessee it
ratifies all of the terms of this Lease/Agreement. "" 1'
at delivery of an:,ei:ccuted counterpart of the
deliverv„0l'almaitntifv executed counterpart,
theme„erontc me9tt:shall not affect the
't i lilease, the so1e'original of this Lease
g 10iy payment required under this Lease
This Equipment Schedule is issued pursuant to the Master Lease dated, 01,
"Lease"). All of the terms and conditions, representations and warranties of the Lease are h by:incorporated herein
and made a part hereof as if they were expressly set forth in this Equipment Schedule=;and Equipment Schedule
•
constitutes a separate lease with respect to the Equipment described herein.
LESSEE: SAMPLE NAME LESSOR: YAMAHA MOTOR CI ORATION, U.S.A.
By: By:
Signature
Pat Breene
Name: Name.
=N.,, (the
e
Type or Print
Title: Title:
Vice President
SUBSTITUTED
NA
YAMAHA MOTOR CORPORATION, U.S.A.
COMMERCIAL CUSTOMER FINANCE
6555 Katelia Avenue, Cypress, CA 90630
(800) 551-2994, Fax (714) 761-7363
E-MAIL: Donna_Hennessy@yamaha-rnotor.com
OF INSURANCE AGENT:
ADDRE
PHONE:
FAX:
RE:
Gentlemen:
The Customer has leased or will be lea4;in
The Customer is required to provide Yam aY
February 10, 2009
Please Reference our Quote# XXXXX
(Customer) Account #
A, .
uioent fr irYamaha.
1Zu`-
the,, following insurance coverage:
•
''All Risk" Property Insurance covering the .p=rtysowned„:,by onn which Yamaha has a security interest, in an
amount not less than the full repiacemerttos fhe proaerey, with Yamaha named as LOSS PAYEE.
Public Liability Insurance naming Yamaha as anei.
on the Behalf of Yamaha to the extent of its lib'iity,
not be less than $1,000,000.00 combined single lim
. Each policy shall provide that: (i) 'Yamaha will be given notes ;ss t
or non -renewal, (ii) it is primary insurance and any other insurance
policy and (iii) in no event shall the policy be invalidated as against
of the policy or. the Customer's application therefore.
ITIONALwINS'tJRi=D with the proceeds to be payable first
ny. T, e amount'a ahe Public Liability Insurance shall
fir kv -.
tg rty (30) da'?s;prior written' notice of
verb Yamafia°shall be secondary or
3t is assigns:for any violation
A Certificate evidencing such coverage should be mailed to Yamaha at the Iai+irig address.
Yamaha Motor Corporation, U.S.A.
Attn: Commercial Customer Finance
6555 Katella Ave
Cypress, CA 90630
Your Prompt attention will be appreciated.
Equipment Covered:
1 MODEL YAMAHA GOLF CAR(S)_
Equipment Location:
XXXX COURSE ADDRESS
CYPRESS, CA 90630
Very Truly Yours,
SAMPLE NAME
(Name of Debtor:/Le.ssee
By:
(Signature of Authorized Officer
cancellation
excess cf the
of any term
Title:
SUBSTITUTED
CERTIFICATE OF ACCEPTANCE
This certi te is executed pursuant to Equipment Schedule No.
. o- ...r• - •7.t., •
dated droll, January 01, 2009 to the Master Lease Agreement dated
i.,-,..
Jary 01,200.9 between Yamaha Motor Corporation, U.S.A.
'-:-7:•
' •:.'. -',.fir
w-:-.. ...,.
.(the "Lessoend IRLE NAME
(the "Lessee").'
;••
- -
The Lessee hereby certifies th th94quipment set forth below, as also described in the above
Equipment Schedule, has been delix
shown below.
ed and acceptedthy the Lessee on the Commencement Date
1'. .
EQUIPMENT Ed
tr
QUANTITY TYPE/MODEL N.I.M1:1 - 7)g/USED LOCATION
1 MODEL YAMAHA GOLF CAR(S) ',tip.. `1.1"* Jil' NEW ,,.. DBA NAME HERE
Attachment
XXXX COURSE ADDRESS
dth
111.1.14,y' -114,1
17"
ADDITIONAL CONDITIONS/SPECIAL TERMS:
CYPRESS, CA 90630
Please return this certificate as your acknowledgment of the aboWcommen ent Date and acceptability
of the Equipment. ttt.
•
SAMPLE NAME '44,;:•-441
as Lessee
By:
Name:
Title:
SAMPLE NA
XXXX STREET
XXXXXX CITY, CA
• ::,4;.
1740
. -v:4•4- . •
Due Date WOu NdiT Description Amount Due
XX=
1„MQBE LitkA'Xifil A GOLF CAR(S) for Municipal Lease
.0:,,,k;r,31,.-,, •,•,' • 4,,," :.•
' i-Cars focateck-ai:"DBA NAME HERE
--;.•?, t
01/1/2009 ji. . Payment
.1? 0
$1.00
• ,
PaymentTax $000
t•T. , , 1, ` ,.
, ------...-.-.• $1.00
:::-.•-- -; r
C30
PLEA- SE SENDYOUR PAYWENTS TO:
INVOICE NUMBER: MANXXXXX
Date Prepared: 01/1/2009
•
YAMAHA MOTOR CORP., U.S.A.
Dept. CH14022
Palatine, IL 60055-0586
YOUR ACCOUNT BA
Pease return the bottom portion whtiyotp ...,, , udeithelamo number on your cheok.
FOR BIL1_1NG QUEST1ONS, CALL YAIVIAE-WOOm rcial,d6;43'..sFnerFinarkee. AT 1-800-651-2934.
::-
.11;'7,Dr-I,V-A,
--"!-
e, tfor-lk• -f_.
----ifqt
'MNA
PLEASE SEND YOURRA . .
INVOICE NUMBER MANXXXXX
Date Prepared: 01/1/2009
,
A HA MOTOR CORP., U.S.A.
WePt. CH14022
0alatine4IL 60055-0586
Payment for:
SAMPLE NAME r4t
XXXX STREET
XXXXXX CITY, CA 90630
)0000:
Quote Number
, -
$ #
Amount Paid Date Paid 'Check niber
k
0
1-
o3
(1)