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ttU f �xtnt ANNI1• 1 I It] 1, c.'I'I'() l Ierel I}nit•u[cnlcnr cn'li 5r 1)RN•11.1. ! A1.1•()Nir City \I:uianrr MOTORCYCLE LEASE AGREEMENT BETWEEN CITY OF MIAMI AND ROSSMEYER DAYTONA MOTORCYCLES INC., DIB/A BRUCE ROSSMEYER'S DAYTONA HARLEY-DAVIDSON ADDENDUM a) The provisions of this Addendum shall supersede any and all provisions in any other agreement or understanding between the parties whether oral or in writing and, in the event a provision of this Addendum conflicts with a provision of the Rossmeyer Daytona Motorcycles Inc., D/B/A Bruce Rossmeyer's Daytona Harley-Davidson ("Dealer" or "Lessor") Motorcycle Lease Agreement ("Lease Agreement"), or seeks to eliminate a provision of the Dealer's Lease Agreement, the provisions of this Addendum shall apply. b) All references of the City of Miami as "The Department" shall be deleted. The City of Miami shall be referenced as "City" or "Lessee". c) Notwithstanding the provisions of Article No. 6 of the Lease Agreement, entitled "Insurance", the City of Miami is self -insured in accordance and subject to the provisions and limitations as set forth in Section 768.28 of the Florida Statutes. The City of Miami Department of Risk Management will issue its customary letter affirming that it is self -insured if requested in writing by the Lessor. The City reserves the right, at its option, to purchase motorcycle insurance in accordance to Section 768.28 of the Florida Statutes. If the City decides in its discretion to purchase such insurance, the Lessor will be named as an additional insured as its interest may appear. d) The provisions of Article No. 8 of the Lease Agreement, entitled "indemnification", shall not apply to the City of Miami. e) Add as Article No. 12, "Miscellaneous", the following underlined language: 1. This Lease Agreement contains the entire understanding of the parties. This Lease Aoreement may only be amended or modified by an instrument, in writing, executed by both parties. A waiver by Lessor or Lessee, of any right or remedy under this Lease Agreement, on any one occasion, shall not be construed as a bar to any right or remedy, which Lessor or Lessee would otherwise have on any future occasion. If any term or provision of this Lease Agreement, or any application of any such term or provision, is invalid or unenforceable, the remainder of this Lease Agreement, and any other application of such term or provision, will not be affected thereby. Giving of all notices under this Lease Agreement will be sufficient, if mailed by certified mail to a party at its address set forth below, or at such other address as such party may provide, in writing, from time to time. Any such notice mailed to such address, will be effective one (1) day after deposit in the United States mail, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Lease Agreement may be executed in multiple counterparts (including facsimile and pdf counterparts). but the counterpart marked "ORIGINAL" by Lessor, will be the original lease for purposes of applicable law. All the representations, warranties, covenants, agreements, and obligations of each party under this Lease Agreement (if more than one), are joint and several, NOTICES: All notices, or other communications required under this Lease Agreement, shall be in writing, and shall be given by hand -delivery, or by registered, or certified U.S. Mail, return receipt requested. addressed to the other party at the address indicated herein, or to such other address, as a party may designate by notice, given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. TO LESSOR: TO THE CITY: Bruce Rossmeyer's Daytona Harley-Davidson Shelly Rossmeyer-Pepe Vice President 1637 North US Highway 1 Ormond Beach, FL 32174 Daniel J. Alfonso City Manager 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, gth Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 2. Notwithstanding any other provisions of the Lease Agreement, venue in all proceedings shall be in Miami -Dade County, Florida, the laws of Florida shall apply to interpret the Lease, Agreement, or any Addendums thereto. and the parties agree to the use of this venue and will not object to such venue. In any civil action or other proceedings between the parties, arising out of the Lease Agreement, each party shall bear its own attorney's fees. 3. Notwithstanding any other provisions of the Lease Agreement, the City Manager on behalf of the City of Miami, reserves the right to terminate this Agreement by written notice to the Lessor effective the date specified in the notice should any of the following apply: a) The City determines the Lessor to be in breach of any of the terms and conditions of the Agreement. b) The City Manager has determined that such termination will be in the best interest of the City, to terminate the Agreement for its own convenience, by giving Lessor thirty (30) days written notice in the manner set forth in the Notices Page 2 Section above. Other than to pay the lease monthly payments and miscellaneous fees, identified in Sections 2 and 3 of the Motorcycle Lease Agreement, due through the date of termination. Lessor shall have no other recourse against the City, except to recover such lease payment through the date of cancellation. c) Funds are not available to cover the cost of the goods andfor services. The City's obligation is contingent upon the availability and allocation of appropriate funds which will occur at least once each fiscal year. 4. Lessor hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any express exemptions therefrom, and Lessor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Lessor's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Lease Agreement by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes Lessor must comply with the Florida Public Records Laws, specifically Lessor must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of Lessor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. 6) Should Lessor determine to dispute any public access provision required by Florida Statutes, then Lessor shall do so at its own expense and at no cost to the City, IF THE LESSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at PublicRecords a{7miamigov.com, or regular email at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. Page 3 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized. "LESSOR" "LESSEE" Rossmeyer Daytona Motorcycles Inc., CITY OF MIAMI, a municipal D/BIA Bruce Rossmeyer's Daytona Harley-Davidson corporation BY: DATE: ATTES T: Shelly R•ss -yer-Pepe! ice President' 1 5 /7 A� •, , Corpora e ecretary (Corporate Seal) 'BY: DATE: Daniel J. Alf li Manager ATTEST:: Hannon, City irk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS-TO-1:E-q4L FORM AND CORRECTNESS: Victoria Mendez, City Attorney L/1 1/7-7,6 STATE OF . couNTY OF O It) it4 Please attach company resolut ion of Lessor authorizing signatory to sign these Agreements. Page 4 The foregoing instrument was acknowledged before me this 1 U day of 200/7 by 611, F + D551?1e 1 0 is personally known to me or who has produced as identification and did take an oath. Sian Print NOTARY PUBLIC: STATE OF FLORIDA at large (Seal) My Commission Expires: Past! 5 Notary Public,State of Florida .ram My Comm. Expires July 24, 2017 Commission No. FF 17622 NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT NOTICE OF COLLATERAL ASSIGNMENT OF LEASE TO: Cr'y v j /k ,1-Ak; ivy jaJ 2 Iva ,LWe �r Beni ,L 33 r 30 Re: Motor Vehicle Lease Agreement between Rossmeyer Daytona Motorcycles, Inc. (the 'Lessor"), as lessor, and you, as lessee (the "Lease") You are hereby notified that the above -referenced Lease and the right to receive all rent or other payments to be made by you thereunder has been collaterally assigned to and is subject to a security interest in favor of SunTrust Bank ("SunTrust") pursuant to the terms and conditions contained in a Loan and Security Agreement dated February r5^ , 2016 between Lessor and SunTrust (the "Loan Agreement"). A description of the Lease and the motor vehicles) leased thereunder is attached as Exhibit "A" hereto. Upon receipt by you of a notice from SunTrust of default under the Loan Agrccmcnt, you are hereby authorized and directed to thereafter snake all further payments of rent or other amounts due under the Lease to SunTrust, in the manner and at the place as specified in such notice, until notified otherwise by SunTrust. Until receipt of such notice, you shall continue to make all payments under the Lease as provided in the Lease or instructed by the Lessor. SunTrust shall have the right at any time during the term of the Lease to proceed to exercise any rights which may be available to the lessor thereunder; provided, however, SunTrust is not a substitute lessor and shall not be obligated to do so, At any time upon request from SunTrust, you are hereby authorized and directed to provide an estoppel letter to SunTrust, in such form as may be requested by SunTrust, verifying the status of the Lease and the rent payments thereunder. ROSSMEYER DAYTONA MOTORCYCLES, INC., a Florida corporation By: c_1� Name: SA e k'nssrue e Title: t✓ (e f1 Qrsi ACKNOWLEDGMENT BY LESSEE The undersigned, being the Lessee under the Lease, does hereby acknowledge receipt of the foregoing Notice of Collateral Assignment of Lease and does hereby agree to corn/Ay with the provisions thereof, including, but not limited to, making all rent payments to SunTrust upon receipt of a notice to do so from SunTrust and to provide, upon request therefor, an estoppel letter to SunTrust verifying the status of the Lease (any defaults by either party) and the rent payments due thereunder. The undersigned further agrees to notify SunTrust if Lessor is in default of any of its obligations under the Lease. Dated: Q, l,3A t /1)1 , 20 i'4 . Witnesses: 41 PrintNalire-7 Print Name: 4`�o wr�yr,r� 6'iy o ,- .M [Name of Lessee] 8 Name: Title: MOTORCYCLE LEASE AGREEMENT This Motorcycle Lease Agreement (The "Lease"), is made this 6th day of January 2017 by and between Rossmeyer Daytona Motorcycles Inc, DBA Bruce Rossmeyer's Daytona Harley-Davidson, 1637 North US Highway 1, Ormond Beach, FL 32174 ("Dealer" or "Lessor"), and the City of Miami, (The "Department" or "Lessee"), whose address is 444 SW 2nd Avenue, Miami, FL 33130 for the lease of police motorcycles (Hereinafter referred to as "the vehicles"), as described in Exhibit "A" attached hereto, for use by the Department's authorized employees in the performance of police -related or law -enforcement duties. The terms and conditions of the Lease are as follows: 1. Term: The term of this Lease shall be forty-eight (48) months commencing on April 1, 2017 and ending on March 31, 2021. At the end of the first two years, February 28, 2019, the Lessor will replace the motorcycles with the newest models available. The transfer of the emergency equipment from the old motorcycles to the new motorcycles would be the responsibility of the Lessee. 2. Payment: Lessee shall make monthly lease payments on or before each month beginning April 1, 2017 to Lessor in the amount of $555.00 for each vehicle, ($500) which includes police emergency equipment ($55) listed in Exhibit A. At the end of the lease the emergency equipment becomes the property of the Lessee. In the event Lessee is subject to budgetary constraints, an alternative payment plan for the lease (i.e. lump -sum payment) can be arranged with Lessor. 3. Miscellaneous Fees: Lessor agrees to pay for all official fees in connection with the certificate of title, registration and license fees and any applicable taxes for each of the lease vehicles. Lessor agrees to waive all charges with respect to freight and dealer prep of the vehicles. 4. Maintenance, Repairs and Operating Expenses: Lessee is responsible for and agrees to pay for all maintenance and repairs to keep the vehicles in good working order and condition and other expenses associated with operating the vehicles. Lessee agrees to service the vehicles according to the manufacturer's recommendations as outlined in the owner's manual for the vehicles, and as requested by the manufacture in any recall campaign. Lessee's use or repair of the vehicles must not invalidate any warranty. 5. Use and Subleasing: Lessee agrees that the vehicles (a) will be operated only by authorized licensed drivers employed by Lessee as law -enforcement officers; (b) will be kept free of all fines, liens and encumbrances; (c) will not be used illegally, improperly, for hire, or contrary to the manufacturer's recommendations; and (d) will not be altered, marked or have equipment installed on them without Lessor's consent. 6. Insurance; During the term of the Lease, Lessee must maintain public liability and physical damage insurance on the vehicles that covers both Lessee and Lessor. Lessee agrees that the Department's own liability and personal injury protection insurance will provide primary insurance coverage up to its full policy limits. The Lessor or Dealer will accept written certification that the Lessee is self -insured for genera[ liability and auto liability under Section 768.28 of the Florida Statues. Lessee will provide Lessor with evidence of this insurance. Lessee's insurance policy must provide that Lessor will be notified in writing at least 10 days before the insurance is cancelled or coverage altered and that Lessor, or its representatives, may have full access to any claim file in the event of an insurable loss. In the event of a total loss or destruction of vehicles, Lessee's maximum exposure shall be the Dealer's cost of the vehicle as shown on its books/records. Lessor or Dealer shall provide the Lessee or Department with evidence of insurance as follows: Workers Compensation, General Liability, Automobile Liability, and Errors and Omissions (Professional) Liability. Lessors or Dealers insurance shall apply only when the vehicles are in Dealer's care, custody or control. 7. Notice of Accidents and Cooperation: Lessee agrees to cooperate fully with Lessor and any insurance company in the investigation and defense of any and all claims arising from their possession and use of the vehicles. Lessee will make a complete report to Lessor within 48 hours after any accident, theii or loss involving the vehicles. 8. Indemnification: Lessee agrees to indemnify and hold Lessor, its affiliates, assignees, officers, agents and employees harmless from all losses, liability, damages, injuries, claims, demands and expenses, including attorneys fees, arising out of the use of the vehicles while in the care, custody or control of the Lessee. Lessor agrees to indemnify and hold Lessee, its affiliates, assignees, officers, agents and employees harmless from all losses, liability, damages, injuries, claims, demands, and expenses, including attorneys fees, arising out of the use of the vehicles while in the care, custody or control of the Lessor. Lessee does not waive its right to sovereign immunity under 768.28 of the Florida State Statutes. 9. Limitation of Liability: Lessor shall not be liable for any indirect or consequential damages or inconvenience (except for those relating to personal injury) which may result to Lessor from any damages to, or defect in, the vehicles for the time needed to repair or service the vehicles_ Monthly lease payments shall continue and not be reduced or delayed during this time, Lessor makes no express warranties covering the vehicles. In particular, Lessor makes no express warranties of vehicle condition, merchantability, durability or fitness for a particular purpose of use covering the vehicle, and Lessor expressly disclaims any such express warranties. 1 0, Return of the Vehicles: At the end of the Lease the Department must return the vehicles to Lessor in good condition, without damage, excessive wear or use and with all the original equipment installed by the manufacturer. • Vendor will not be responsible for accident or training damage • Tank, tenders, and saddlebags will be free of dents • Chroine edges of floor boards shall not be completely worn down • Clutch and brake levers shall not be bent • Windshields shall be tree ofscratches and distortion • Tires must have a minimum of 4/32 tread depth • Service must be up to date as per factory recommendation 1 1. Parts: Daytona Harley-Davidson has agreed to sell parts to the City Of Miami at 20©% over cost plus shipping to be used exclusively for the purpose of servicing their leased police motorcycles by the City of Miami fleet maintenance center owned by Daytona Harley-Davidson. DAYTONA I IARLEY-DAVIDSON By: Shelly Rossi c -Pepe Signature Vice -President CITY OF MIAMI Title: Print Name 3 EXHIBIT "A" January C, 2017 Lessee's Name: Miami Police Department Model Year: 2017 Model Description: FLEATP, Solid Black in color Number of Units: 25 Vehicle Identification Numbers: 1-25 The following is a list of new police emergency equipment to be installed, • Siren amplifier, siren speaker, microphone and all new brackets • Optional saddlebag rails • Performance mufflers with end caps • Programmable rear brake light