HomeMy WebLinkAboutResolution_04-02/03_11/14/2002RESOLUTION NO. 04 - 02/03
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA,
APPROVING A PROPOSAL FROM MEARS MOTOR LEASING, OF
ORLANDO, FLORIDA, FOR A FOUR-YEAR LEASE OF ONE
2003 JEEP GRAND CHEROKEE PER THE FLORIDA SHERIFFS
ASSOCIATION BID AWARD 02-10-0826, SUBJECT TO
FUNDS BEING APPROPRIATED EACH FISCAL YEAR IN THE
AMOUNT OF $4,233.00, HAVING A FY 2002/2003
GENERAL FUND POLICE DEPARTMENT BUDGET ALLOCATION
OF $6,000.00 AND AUTHORIZING THE VILLAGE MANAGER
TO EXECUTE THE APPLICABLE CONTRACT ON BEHALF OF
THE VILLAGE.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS
j FOLLOWS:
Section 1. The Jeep Grand Cherokee four-year lease
proposal from Mears Motor Leasing, of Orlando, Florida, in
• the amount of $4,233.00 annually, attached hereto as
Exhibit "A" and incorporated by reference as a part of
this Resolution, is hereby approved and the Village
Manager of the Village of Tequesta is authorized to
execute the same on behalf of the Village of Tequesta.
THE FOREGOING RESOLUTION WAS OFFERED BY Councilmember
___ VO v~ ~rat.n ~ who moved its adoption. The
motion was seconded by Councilmember
"~CSn ~'~, and upon being put to vote,
the vote was as follows:
~ FOR ADOPTION
OS ~ ~t /`( , CGS f~T' E'I'~a~.
S ~' ( ~ , ,Da I a ~,~
E ~~, Fc~ ~, ~2 s n i 1~
AGAINST ADOPTION
r1
The Mayor thereupon declared the Resolution duly passed
and adopted this 14t'' day of November, A.D., 2002.
OR OF TEQUESTA
i
g
d~
Geraldine A. Genco
TEST:
/~~~ L !' V
Mary Wo cott
iVillag Clerk
•
•
•
JoNEs
FOSTER
JOHNSTON
& STUBBS, P.A.
Attorneys and Counselors
John C. Randolph, Esquire
Direct Dial: (561) 650-0458
E-mail: jandolph@jones-foster.com
October 28, 2002
Mailing Address
Post Office Box 3475
West Palm Beach, Florida 33402-3475
VIA FAX: 575-6218
Stephen J. Allison, Chief of Police
Tequesta Police Department
Post Office Box 3273
Tequesta, Florida 33469-0273
RE: Village of Tequesta
Motor Vehicle Lease Agreement
Our File No. 13153.1
Dear Chief Allison:
[]
In response to your, letter of October 24, 2002, and the attached Master Lease
Agreement, please be advised that I have reviewed the lease and can approve it as
to legal form and sufficiency except as to paragraph 18 relating to indemnification.
That paragraph should be modified so as to provide at the beginning of the
paragraph
Subject to the limitations of Florida law, specifically Section 768.28,
Florida Statutes, Lessee agrees to indemnify ....."
Additionally, as to paragraph 24, although it is not essential, it would be preferable
to have the venue for this action be in Palm E3each County as opposzci to Orange
County.
Sincerely,
JONES, FOSTER, JOHNSTON & STUBBS, P.A.
J n C. andolph
JCR/ssm
Flagler Center Tower, Suite 1100
505 South Flagler Drive
West Palm Beach, Florida 33401
Telephone (561) 659-3000
www.jones foster.com
•
MASTER LEASE AGREEMENT
(Closed-End Municipal Lease)
MEARS MOTOR LIVERY CORPORATION, a Florida corporation doing business as MEARS MOTOR LEASING, ("Lessor") with offices at 3905 El Rey Road,
Orlando, Florida 32808-7917 hereby agrees to lease to Ciry of Tequesta Police Department ("Lessee") with offices at 357 Tequesta Drive Tequesta FL 33469 and
Lessee hereby agrees to lease from Lessor, each vehicle (together with all related accessories, a "vehicle" and collectively the "vehicles") described in each schedule
now or hereafter executed by Lessor and Lessee referencing this lease (individually a "Schedule" and collectively the "Schedules"). Each Schedule will incorporate this
lease and will constitute a separate lease of the related vehicles.
1. LEASE ONLY. The lease is one of leasing only, and Lessee will not have or acquire any right, title or interest in or right to any vehicle other than the right to use
the vehicle in accordance with the terms of this lease.
2. VEHICLE ORDERING AND ACCEPTANCE. Lessee may request Lessor from time to time to order vehicles for lease hereunder in accordance with Lessors
then lease order procedures. If Lessor accepts Lessee's request and orders a vehicle for lease hereunder, Lessee will promptly take delivery of the vehicle upon notice
from Lessor that the vehicle is available for delivery. The taking of delivery by Lessee of a vehicle will conclusively establish Lessee's acceptance of the vehicle for all
purposes of this lease. Subsequent to acceptance of a vehicle Lessor will provide Lessee a Schedule covering the vehicle and indicating the applicable rent and certain
other matters relative to the vehicle in accordance with the prior agreement of Lessor and Lessee respecting the vehicle. Lessee will promptly execute and return each
Schedule to Lessor.
3. TERM. The term of this lease as to a vehicle will commence on the date the vehicle is delivered to Lessee and will continue for the period specified in the
Schedule, unless terminated earlier as provided herein. Lessee's obligations, including the payment of rent for each month or pomon of a month a vehicle is retained,
will continue as to a vehicle until the vehicle is returned to Lessor following lease expiration. Lessee has no right to retain a vehicle after lease expiration without
Lessor s consent and any such retention is a default under this lease.
4. RENT AND OTHER PAYMENTS. Lessee will pay Lessor amounts due Lessor hereunder at the location specified by Lessor, or will pay any of such amounts to
such other person and at such place as Lessor may from time to time designate on notice to Lessee. Pro rata rent on the basis of a 30-day month for the period from
delivery to the first day of the succeeding month if delivery isbetween. the first (1st) and eighteenth (18th) of a month will be due on delivery with the initial rent
payment due on the first (1st) of the month after delivery. If delivery occurs after the eighteenth (18th) of a month such a pro rata payment and the initial rent payment
will be due on delivery. Subsequent rent payments will be due on the first (1st) of each succeeding month up to and including the month during which the term expires
for the vehicle, Lessee surrenders the vehicle to Lessor pursuant to paragraph 14 below or the Settlement Value thereof becomes due in accordance with patagraph 13
or 18 below, whether or not Lessor has rendered an invoice for any such payment. Any other amounts due Lessor hereunder will be payable upon Lessee's receipt of
Lessor's invoice therefor. If Lessor incurs any expense in collecting amounts not paid when due (including, but not limited to, telephone, mailgram, facsimile and
one charges and attorneys' fees), Lessee will reimburse such amounts to Lessor. Lessee will also pay Lessor a $25 service charge for each dishonored check or
presented to Lessor to pay an amount due hereunder, a service charge of five percent (5%) of any payment not made within ten (10) days of the due date and
Interest on amounts not paid within ten (10) days of the due date at eighteen percent (18%) per year or at such lesser maximum default rate as may be set by law.
5. DEPOSIT. Lessee will have deposited or will deposit with Lessor any "Deposit" amount set Forth in a Schedule. Lessor may, but will not be obligated to, apply
such amount to cure any default of Lessee hereunder in which event Lessee will promptly restore such Deposit amount to the full amount originally deposited. Upon
full performance by Lessee of all its obligations hereunder as to the applicable vehicle or, if an event of default has then occurred, at such time as there is no event of
default hereunder, Lessor will return to Lessee any remaining balance of such Deposit amount.
6. UNCONDITIONAL NET LEASE; NO OFFSET; SURVNAL. This lease is a net lease, and Lessee will not be entitled to any abatement of rent or other
payments due hereunder or any reduction thereof under any circumstances or for any reason whatsoever. Lessee hereby waives any and all existing and future claims,
as offsets, against any rent or other payments due hereunder and agrees to pay such rent and other amounts as and when due regardless of any claim which may be
asserted by Lessee. Lessee by agreeing to make all payments under this lease without offset has not waived any rights Lessee may have to prosecute any claim against
Lessor in an action unrelated to this lease. This lease is terminable only as provided herein. The respective obligations of Lessor or Lessee will not be affected, nor will
Lessor have any liability whatsoever to Lessee, by reason of any failure or delay in delivery of any vehicles, any defect in or damage to or loss or destruction of any
vehicles from whatever cause, the prohibition of Lessee's use of any vehicles, the interference with such use by any government, person or corporation, the invalidity or
unenforoeability or lack of due authorization or other infirmity of this lease, any lack of right, power or authority of Lessor or Lessee to enter into this lease or any other
cause, whether similar or dissimilar to the foregoing. In no event will Lessor be liable for loss of profits or other consequential damages. The obligations and liabilities
of Lessee hereunder will survive the termination of this lease.
7. LESSOR'S DISCLAIMER OF WARRANTIES; FINANCE LEASE TREATMENT UNDER ARTICLE 2A AND WAIVER OF ARTICLE 2A AND SIMILAR
R[GHTS. LESSEE ACKNOWLEDGES THAT EACH VEHICLE IS OF A SIZE, DESIGN, TYPE AND MANUFACTURE SELECTED BY LESSEE, THAT
LESSOR IS NOT A MANUFACTURER THEREOF OR A DEALER THEREIN, THAT LESSEE LEASES THE VEHICLE AS-IS AND THAT ACCORDINGLY
LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY EXPRESS AGREEMENT, REPRESENTATION OR WARRANTY WITH RESPECT TO
THE VEHICLE AND FURTHER SPECIFICALLY DISCLAIMS ANY AGREEMENT, REPRESENTATION OR WARRANTY IMPLIED BY LAW, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABII.ITY OR FITNESS FOR A PARTICULAR USE, WITH RESPECT THERETO, IT BEING AGREED THAT
ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. Lessee will make any claims as to a vehicle against the manufacturers or dealer or other appropriate third
parties. Lessor will execute and deliver such instruments as may be reasonably requested by Lessee to enable Lessee to obtain such benefits. If Lessee obtains an
extended warranty or service contract on a vehicle through Lessor or otherwise, Lessee agrees that Lessor will have no obligation to provide the contemplated repairs
and services.
LE EE UNDERSTANDS AND AGREES THAT THIS LEASE WILL BE TREATED AS A "FINANCE LEASE" WITHIN THE PURVIEW OF ARTICLE 2A OF
NIFORM COMMERCIAL CODE ("ARTICLE 2A") AND THUS UNDER LAW LESSEE WILL BE ENTITLED TO THE PROMISES AND WARRANTIES
R RECENES UNDER THE CONTRACT EVIDENCING LESSOR'S PURCHASE OF A VEHICLE, INCLUDING ANY MANUFACTURER OR THIRD-
PARTY WARRANTIES. LESSEE ACKNOWLEDGES THAT LESSOR HAS ADVISED LESSEE TO CONTACT A FRANCHISED DEALER FOR THE LINE
MAKE OF A VEHICLE FOR A DESCRIPTION OF THOSE PROMISES AND WARRANTIES, INCLUDING ANY RELATED DISCLAIMERS OR
LIMITATIONS, INCLUDING OF REMEDIES. CONSISTENT WITH THE ASSUMPTION BY LESSEE OF ALL RISKS RESPECTING EACH VEHICLE AND
THE TREATMENT OF THIS LEASE AS A "FINANCE LEASE," LESSEE WAIVES ANY RIGHTS, DEFENSES AND CLAIMS AGAINST LESSOR WHICH
RELATE TO A VEHICLE ARISING UNDER ARTICLE 2A OR SIMILAK APPLICABLE LAW.
8. LOCATION, INSPECTION AND USE. Lessee will permanently garage each vehicle in Lessee's possession and control at the garaging location indicated in the
hedule, or at such other permanent garage location to which the vehicle may have been moved with the prior written consent of Lessor. Lessee will not remove a
icle from the state where then garaged for more than thirty (30) days or from the forty-eight (48) contiguous United States for any period without Lessor s prior
tten consent. Whenever reasonably requested by Lessor, Lessee will advise Lessor as to the exact location of a vehicle. Lessor will have the right to inspect a
vehicle and observe its use during normal business hours, and Lessee will deliver a vehicle to a location designated by Lessor in reasonable proximity to the place
where the vehicle is then required to be permanently garaged for such inspection. Lessee will insure that each vehicle subject to state safety inspection rules is
inspected when required. Each vehicle will at all times be used solely for commercial or business purposes, exclusive of transportation for hire, the carrying of
explosives or fissionable materials, legal racing or any other hazardous activity, and operated by duly ]icensed drivers over the age of twenty-one (21) employed by
Lessee in a careful and proper manner and in compliance with all applicable laws, ordinances, rules and regulations, including weight limits, all conditions and
requirements of the policy or policies of insurance required to be carried by Lessee under the terms of this lease and all manufacturer's instructions and warranty
requirements. Any modifications or additions to a vehicle required by any inspection or other laws or insurance policy covering the vehicle will be promptly made by
Lessee at its own expense.
9. MAINTENANCE AND FACTORY RECALL. Lessee will have each vehicle maintained by Lessor or another qualified servicing facility in good repair,
condition and working order, will be responsible for all parts, mechanisms, devices and labor required to keep the vehicle in such condition and will be responsible for
all operating costs incident to the operation of the vehicle. in the event a manufacturer announces a recall campaign of which Lessee has knowledge for the repair
and/or replacement of defective parts, Lessee will promptly have the relevant work performed on all affected vehicles by Lessor or a factory authorized dealer. Lessor
will send Lessee a copy of any manufacturer's notification received by Lessor indicating that a vehicle or any part attached thereto has a potential defect or other
possibly unsafe condition. Lessee waives additional notices from Lessor regazding the same possible defect or other possibly unsafe condition for all other vehicles of
the same type to which a prior notification pertains. Lessor has no further obligation with respect to any manufacturer's recall campaign.
]0. ALTERATIONS. Without the prior written consent of Lessor, Lessee will not make any alteration, additons or improvements to a vehicle which detract from its
economic value or function utility, except as may be required pursuant to paragraph 8. All additions and improvements of whatsoever kind or nature made to a vehicle
which cannot be removed without damaging such vehicle's economic value or functional utility will be deemed accessions thereto, will belong to and immediately
become the property of Lessor and will not be removed therefrom.
11. TITLING AND REGISTRATION. Each vehicle titled in Florida will be titled and registered by Lessor. Each other vehicle will at all times be titled and, except
where not required under applicable law, registered by Lessee, at its own expense and as Lessors agent and attomey-in-fact with full power and authority [o register
( ut without power to affect title to) such vehicle, in such mannerand in such jurisdiction or jurisdictions as Lessor will direct. Lessee will promptly"notify" Lessor of
any necessary or advisable retitling and/or re-registration of a vehicle in a jurisdiction other than one in which such vehicle is then titled and/or registered. Any and all
documents of title will be famished or caused to be famished Lessor by Lessee within sixty (60) days of the date any titling or retitling is directed by Lessor.
12. INSURANCE. Lessee will furnish a copy of self insurance certificate naming Lessor and/or its designee as loss payee. All such insurance must be in a form and
insurance companies approved by Lessor, must provide at least thirty (30) days advance written notice to Lessor of cancellation, non-renewal, change or
nation in any term, condition or amount of protection provided therein, must provide full breach of warrattty protection and must provide that the coverage is
ary coverage" for the protection of Lessee and Lessor notwithstanding any other coverage carried by Lessee or Lessor protecting against similar risks. Lessee will
assure Lessor's receipt of an original policy or certificate evidencing such coverage. N the event of an assignment of this lease by Lessor of which Lessee has notice,
Lessee will cause such insurance to provide the same protections to such assignee as its interests may appear. The proceeds of such insurance, at the option of Lessor,
will be applied toward (1) the repair of the applicable vehicle, (2) payment due under paragraph 13, or (3) payment of any other obligations of Lessee to Lessor. Lessee
hereby appoints Lessor as Lessee's attomey-in-fact with full power and authority to do all things, including but not limited to making claims, receiving payments and
endorsing documents, necessary to make claims and secure payments due under any policy required hereby. in the event of a projected cancellation or a change of
coverage not conforming to these standards, l.essce will procure appropriate substitute coverage not less than ten (10) days prior to the date of cancellation, change or
modification. Lessee will also pay Lessor a $25 service chazge for any notice of cancellation Lessor processes. Lessee will notify the applicable insurance carrier and
Lessor within two (2) business days of any occurrence which may be the basis of a potential claim under any such policy and provide the insurer and Lessor with all
data requested pertinent to such occurrence. THE VALID AND COLLECTIBLE LIABILITY INSURANCE AND PERSONAL INJURY PROTECTION OF
ANY AUTHORIZED RENTAL OR LEASING DRIVER IS PRIMARY FOR THE LIMITS OF LIABILITY AND PERSONAL INJURY PROTECTION
COVERAGE REQUIRED BY §§ 324.021(7) AND 627.736 FLORIDA STATUTES.
13. LOSS AND DAMAGE. Lessee assumes the risk of loss or damage to a vehicle, and, except as provided in this paragraph, no such event will affect the duties of
the parties under this lease. If a vehicle is lost, stolen, damaged, confiscated, destroyed or otherwise rendered incapable of being in service, Lessee will notify Lessor
thereof within five (5) business days. If the vehicle has been damaged, Lessor determines the vehicle is repairable and Lessee's insurer does not declare the vehicle a
total loss, Lessee will cause the repairs to be made by Lessor or another qualified repair facility approved by Lessor, and upon receipt of proof of the making thereof
Lessor will reimburse Lessee's repair costs up to the amount of any insurance proceeds Lessor receives under any insurance Lessee maintains hereunder with any excess
being applied as contemplated in paragraph 12. If Lessor determines the vehicle is not reasonably repairable, Lessee's insurer declares the vehicle a total loss or any of
the other events specified in the second preceding sentence occurs, Lessee will pay Lessor the "Settlement Value" of the vehicle set forth in paragraph 14. Upon such
payment this lease will terminate as to such vehicle and Lessee or Lessee's insurer will be entitled thereto AS-IS, WHERE-IS.
14. EARLY TERMINATION SETTLEMENT. At any time after twelve (12) months from delivery of a vehicle Lessee, upon not less than ten (10) days prior notice
to Lessor and provided the lease is not in default, may surrender such vehicle to Lessor at Lessor's office address shown above or at a location mutually agreed upon by
the parties for sale by Lessor as more fully set forth below.
Following such surrender Lessor will sell the vehicle through Lessor's standard wholesale sales procedure for the highest bona fide bid received and open at time of
sale, provided that Lessor may choose alternatively to retain the vehicle. Lessor may move the vehicle from the location where surrendered to any other location,
including to Lessor s office location shown above where the vehicle is returned to another location, Lessor deems advisable and/or clean and repair the vehicle in
connection with such sale in Lessors sole discretion.
l~mount received by Lessor on account of such sale or the highest bona fide bid received and open at rime of crediting where the vehicle is retained by Lessor, as
appropnate, net in either instance of a handling chazge of $150 and Lessor's cost of sale, including sales commissions and costs of cleaning, repairing or transporting the
vehicle is less than the vehicle's then Settlement Value, Lessee will pay Lessor the deficiency. Lessor will retain any excess proceeds. The Settlement Value of a
vehicle will equal the sum of (a) all amounts then owed by Lessee to Lessor, (b) the then undepreciated balance of the "original value" of the vehicle set forth in the
Schedule calculated in accordance with the Financial Accounting Standards Board's Standazd No. 13 utilizing the original value, term, rent (excluding taxes and
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maintenance charges) and depreciated value at ]ease expiration and (c) the remaining portion of the sum of two (2) such rent payments amortized on a straight line basis
ver the lease term considering only full months elapsed.
~N-APPROPRIATIONS - in the event no funds or insufficient funds area ro riated and bud eted in an fis
pP p g y cal year for lease charges under this Agreement, then
Lessee shall immediately notify Lessor or its assignee of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the Lessee of any kind whatsoever, except as to lease charges or portions of lease charges herein agreed
upon for which funds shall have been appropriated and budgeted or are otherwise available. in the event of such termination, Lessee agrees to peaceable surrender
possession of the lease vehicles to Lessor or its assignee on the date of such termination. Lessor shall 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 this Agreement under the provisions of this Addendum if any funds are appropriated to it, or by
it, for the acquisition, retention, or operation of the leased vehicles or other equipment performing functions similar to the leased vehicles for the fiscal period in which
such termination occurs or the next succeeding fiscal period thereafter, and (II) that Lessee shall not, during the term of this Agreement, give priority in the application
of funds to any other functionally similar equipment. This paragraph shall not be construed so as to permit Lessee to terminate this Agreement to acquire any other
equipment or to allocate funds directly or indirectly to perform essentially the same application for which the leased vehicles are intended.
I5. LEASE EXPIRATION. At lease expiration as to a vehicle Lessee will surrender such vehicle to Lessor at Lessor s office address shown above or at a location
mutually agreed upon by the parties. When a vehicle is returned, it will be in good operating order and appearance with all manufacturer recommended servicing
having been performed and will be saleable at wholesale without deduction for condition. Lessee will pay Lessor any amounts it would take, based upon the good faith
estimate of a qualified repair person or facility Lessor obtains, to put the vehicle in this condition. The mos[ common items of repair or replacement for which Lessee
might be liable are any of the following which would detract from the vehicle's wholesale value: (a) repair of (1) inoperative mechanical parts including power
accessories; (2) dents, scratches, chips or rusted areas or series of these on the body; (3) mismatched paint or any mazk left by special identification; (4) cracks,
scratches, pits or chips in the windshield, broken windows or inoperative window mechanisms or broken headlight lenses or sealed beams; (5) bumper dents or
scratches through the chrome or bumpers; (6) broken grilles or dents in the grilles; (7) dents on other trim parts, including headlight and tail light bezels; and (8) seats,
seat belts, headlining, door panels or carpeting which is tom or damaged beyond ordinary wear and tear or burned; and (b) replacement of: (I) any fire not part of a
matching set of 5 tires of equal quality with the originally installed tires (or 4 with emergency "doughnut" spare) or tires with less than 1/8 inch of tread remaining at the
shallowest point; and (2) missing parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, chrome stripping, rear view mirrors, radio and
stereo components and spare tire. Lessee recognizes that if the vehicle has suffered frame or other substantial damage or if its odometer has been inoperative or
tampered with, even though the damage or odometer may have been repaired, the value of the vehicle will be substantially less than the value of an identical vehicle
which has not had frame or other substantial damage or had an inoperative odometer or one which has been tampered with. Lessee's obligations include this difference.
In addition to any excess weaz-and-tear assessment and any past due amounts which may be owing on lease expiration as to a vehicle, Lessee will also pay Lessor the
excess mileage charge indicated in the applicable Schedule for each mile in excess of the allowable mileage also indicated therein.
LESSOR'S PAYMENT. If Lessee fails to procure or maintain insurance as required herein, to pay any taxes, parking tickets or other assessments requited to be
by Lessee or to perform any other obligation hereunder, Lessor will have the right, but will not be obligated, to effect such insurance, pay said assessments or
orm such other obligations. In that event, Lessee will reimburse Lessor's cost thereof and pay Lessor a service charge of $25.
17. TAXES. As indicated in the applicable Schedule, any tax on the rent, as the tax amount may change, is due with the rent. If a vehicle if registered in Florida, the
rent includes the Florida tags, and the rent may be adjusted annually on notice to Lessee to anticipate any change in tag fees of over five percent (5%). Lessee will pay
when due or reimburse Lessor for any other official fees and taxes, excluding Lessor's net income taxes, imposed by any governmental authority in connection with this
lease or the vehicles. If Lessee is tax exempt, this patagmph does not apply.
18. INDEMNIFICATION. Lessee agrees to indemnify, protect, defend and hold harmless Lessor from and against any and all liabilities, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements, including court costs and legal expenses, of whatever kind and nature, incurred by or asserted against Lessor
(whether or not also indemnified against by any other person) in any way relating to or arising out of this lease or the manufacture, purchase, ownership, delivery, lease,
possession, use, operation, condition, repair, return or other disposition of the vehicles. This indemnification includes vicarious liability and strict liability claims
respecting the vehicles, including strict liability claims arising out of events subsequent to the term hereof. Lessee agrees to give Lessor, and Lessor agrees to give
Lessee, notice of any claim or liability hereby indemnified against within two (2) business days of learning thereof.
19. DEFAULT AND REMEDIES
(a) Any of the following will constitute an event of default hereunder: (1) Lessee's failure to pay when due any rent or other amount due hereunder, which failure
continues for ten (10) days after the due date thereof; (2) Lessee's default in performing any other obligation, term or condition of this lease or any other agreement
between Lessor and Lessee or default under any agreement providing security for the performance by Lessee of its obligations hereunder, provided such default
continues for more than ten (10) days, except as provided in (4) below; (3) any writ or order of attachment or execution or other legal process being levied on or
charged against any vehicle as a result of Lessee's conduct and not being released or satisfied within ten (10) days; (4) Lessee's failure to comply with its obligations
under paragraph 12 or any attempted assignment of Lessee's interest in this lease or to a vehicle in violation of paragraph 21; (5) death or judicial declaration of
incompetency of Lessee, if an individual; (6) the filing by Lessee of a petition under the Bankruptcy Act or any amendment thereto or under any other insolvency law or
law providing for the relief of debtors, including, without limitation, a petition for reorganization, aaangement or extension, or the commission by Lessee of an act of
bankruptcy; (7) the filing against Lessee of any such petition not dismissed or permanently stayed within thirty (30) days of the filing thereof; (8) the voluntary or
involuntary making of an assignment of a substantial portion of its assets by Lessee for the benefit of creditors, appointment of a receiver or trustee for Lessee or for any
of Lessee's assets, institution by or against Lessee or any other type of insolvency proceeding (under the Bankruptcy Act or otherwise) or of any formal or informal
proceeding for dissolution, liquidation, settlement of claims against or winding up of the affairs of Lessee, Lessee's cessation of business activities or the making by
Lessee of a transfer of all or a material portion of Lessee's assets or inventory not in the ordinary course of business; (9) the occurrence of any event described in parts
(5), (6), (7) or (8) hereinabove with respect to any guarantor or other party liable for payment or performance of this lease; (10) any certificate, statement,
matron, warranty or audit heretofore or hereafter furnished with respect hereto by or on behalf of Lessee or any guarantor or other party liable for payment or
ce of this lease proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or having omitted
an substantial contingent or unliquidated liability or claim against Lessee or any such guarantor or other party; (11) breach by Lessee of any other lease or agreement
providing financial accommodation under which Lessee or its property is bound or (12) a transfer of effecrive control of Lessee, if an organization.
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(b) Upon the occurrence of a default Lessor may exercise any one or more of the following remedies:
(1) Lessor may sue for and recover all amounts then due hereunder and as they thereafter become due;
(2) As liquidated damages for the loss of the bargain and not as a penalty Lessor may declare due and payable a sum equal to the Settlement
lue as to any or all vehicles;
(3) Lessor may take possession of any or all vehicles, without demand or notice, wherever same may be located, without any court order or
other process of law and without liability for any damages occasioned by such taking of possession;
(4) Lessor may demand any or all vehicles be resumed to Lessor at a location contemplated in paragraph 14;
(5) Lessor may sell or otherwise dispose of any or all vehicles, whether or not in Lessors possession, in a commercially reasonable manner at
public or private sale and with or without notice to Lessee and apply the net proceeds of such disposal, after deducting all costs thereof, including, but not limited to,
costs of transportation, repossession, storage, refurbishing, advertising and broker's fees, to the Settlement Value of the respective vehicles, in which case Lessee will be
liable for any deficiency and Lessor will be entitled to retain any excess;
(6) Lessor may retain any repossessed vehicles and credit the reasonable value thereof, after deducting all disposition-related costs incurred to
the date of crediting, to the Settlement Value of the respective vehicles, in which case the same deficiency and excess proceeds rule will also apply;
('1) Lessor may terminate this lease as to any or all vehicles on notice to Lessee; and
(8) Lessor may pursue any other remedy at law or in equity.
No right or remedy conferred herein is exclusive of any other right or remedy conferred herein or by law; but all such remedies are cumulative of every other right or
remedy conferred hereunder or at law or in equity, by statute or otherwise, and may be exercised concurrently or separately from time to time.
20. LESSOR'S EXPENSES. Lessee will pay or reimburse Lessor for all costs and expenses, including repossession, vehicle disposition and court costs and attorney's
fees (including a reasonable fee for services of salaried counsel employed by Lessor), not offset against amounts recovered or credited as contemplated in paragraph 19,
incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof. This obligation includes the
payment or reimbursement of all such amounts whether an action is ultimately filed and whether an action filed is ultimately dismissed.
2l. ASSIGNMENT; LIENS. Without the prior written consent of Lessor, Lessee will not: (a) assign or otherwise transfer any of Lessee's rights or obligations under
this lease, (b) sublease or lend any vehicle to any party or transfer any other interest in a vehicle to any party or (c) permit a vehicle or this lease to be subject to any
lien, charge or encumbrance of any nature not created by Lessor. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent
to any subsequent like act by Lessee or any other person. Lessee's rights hereunder are not assignable and cannot be assigned or transferred by operation of law.
All rights of Lessor hereunder and in and to the vehicles may be assigned, pledged, mortgaged, transferred or otherwise disposed of, either in whole or in part, without
notice to Lessee but always, however, subject to the rights of Lessee under this lease. If Lessee is given notice of any such assignment, Lessee will acknowledge receipt
thereof in writing and will thereafter pay any amounts due hereunder specified in said notice as directed therein. In the event Lessor assigns this lease or the rent due or
to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant
y other agreement between Lessor and Lessee will excuse performance by Lessee of any provision hereof, it being understood that in the event of default or breach
ssor that Lessee will pursue any rights on account thereof solely against Lessor, that the rights of the assignee will be free of any claim or defense Lessee may
e against Lessor and that Lessee will not assert against the assignee any claim or defense Lessee may have against Lessor. Without limiting the generality of the
foregoing, the rights of an assignee will not be affected by any claim Lessee may have against Lessor resulting from Lessor s rejection of the lease in a bankruptcy
proceeding or Lessors interference with Lessee's quiet enjoyment of any vehicle. No such assignee will be obligated to perform any duty, covenant or condifion
required to be performed by Lessor under the terms of this lease.
Subject always to the foregoing, this lease inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties
hereto.
22. ADDITIONAL DOCUMENTS. If requested by a party, the other party will procure and deliver to the requesting party such documents as the requesting party
may reasonably deem necessary or desirable in connection with this lease. Without limiting the generality of the foregoing, Lessee will famish Lessor (a) a fiscal year
end financial statement including balance sheet and profit and loss statement within one hundred twenty (120) days of the close of each fiscal year, (b) any other
information normally provided by Lessee to the public (c) prompt notice of any change in Lessee's name, organizational structure, ownership or financial condition and
(d) such other financial data or information relative to this lease and any vehicle as Lessor may from time to time request.
23. LESSEE'S WARRANTIES; SUBSIDIARIES. Lessee represents and warrants to Lessor that this lease and each request to Lessor to lease Lessee a vehicle
hereunder will have been duly authorized, and when this lease or any related document has been executed and delivered by Lessee, such document will constitute the
legal, valid and binding obligation, contract and agreement of Lessee enforceable against lessee in accordance with its terms. Each person executing this lease, a
Schedule or any other related document on behalf of Lessee warrants and represents that such person has been duly authorized to do so. Lessee further certifies and
warrants that the financial data and other information which Lessee has submitted, or will submit, to Lessor is, or will be at the time of delivery, as appropriate, a true
and complete statement of the matters therein contained. Each vehicle delivered in conjunction herewith by Lessor to a subsidiary of Lessee or to any other entity or
person designated by Lessee, whether at the request of Lessee, such subsidiary, entity or person, will be a vehicle for all purposes of this lease, and Lessee will be and
remain primarily liable for its obligations under this lease with respect to such vehicle.
24. GENERAL. No covenant or condition of this lease can be waived except by the written consent of the party whose rights are affected. Forbearance or indulgence
by a party in any regard whatever will not constitute a waiver of the covenant or condition to be performed by the other party, and, until complete performance by said
party of said covenant or condition, the party to which the performance is owed will be entitled to invoke any remedy available to that parry despite such forbearance or
indulgence. This instrument constitutes the entire agreement between Lessee and Lessor respecting the lease by Lessor to Lessee of the vehicles, and it can be
amended, altered or changed only by a written agreement signed by the party to be bound. Notices under this lease will be sufficient if in writing and given personally
or mailed, U.S. mail certified postage prepaid or sent by overnight courier, to the party involved at its respective address set forth above or at such address as such party
may provide from time to time on notice given as provided in this paragraph. Any such notice so addressed will be effective, if mailed, when deposited in the United
malt with postage prepaid or, if sent by courier, when delivered to the courier with-the courier s fees committed. Notices personapy delivered will be effective
elivery. Whenever the context of this lease requires, the singular number includes the plural. If there is more than one Lessee named in this lease, the liability of
eac will be joint and several. The titles to the sections of this lease are solely for the convenience of the parties and are not an aid in the interpretation hereof. Time is
of the essence of this lease and each and all of its provisions. This lease will be governed by the internal law of Florida excluding that state's conflict laws. Venue for
any related action will be in an appropriate court in Orange County, Florida or in another venue selected by Lessor having jurisdiction over the parties or subject of the
litigation. EACH PARTY HEREBY WAIVES RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED HERETO.
-4-
•
IN WITNESS WHEREOF, the parties have duly executed this lease as of 10/22/2002
MEARS MOTOR LIVERY CORPORATION d/b/a/
MEARS MOTOR LEASWG
(Lessor)
City of Tequesta Police Department
(Lessee)
By
Name James C. Hartman
Title President
Revised 09/99
•
By
Name
Title
-5-
C]
MEARS
MOTOR
LEASING
Celebrating
50 Years
MEARS MOTOR LEASING
"STANDARDS OF ACCEPTANCE"
FOR LEASE RETURNS
When you return your vehicle, you will be required to cover the cost of "excessive wear and tear" to the
vehicle, damages and excess mileage. For your convenience, we have condensed the description of the
items for which you might be chazged. All requirements specified in your original lease contract must also
be met.
GENERAL CONDITION
* Vehicle must be structurally and mechanically sound.
EXTERIOR DAMAGE
Following are several types of exterior damage for which you are responsible when you turn in your
vehicle:
* Dents over 1" in length or multiple dents or dings on trim components.
* Bumper scratches or dents of any size. Most bumpers are not repairable.
* General body damage, including dents, rusted areas, chips or scratches longer than 1".
* Windshield scratches, cracks, pits or chips and any broken windows.
* Broken or dented grilles are not repairable.
* Mismatched painting.
INTERIOR DAMAGE
You will be billed for any tears, cuts, holes, stains, or burns on any interior surface along with broken
moldings or missing accessories as described below.
LOST ACCESSORIES
Air conditioning units, AM/FM radios, cassette players, spaze tires and similar accessories must be intact
and in good working order at the time of return. The cost of missing or damaged components will be billed
at fleet discount prices. Also, any damages caused to the surrounding dashboard panels when the item was
removed will be billed. If a cellulaz telephone was installed, holes remaining in the carpeting must be
repaired or the carpeting must be replaced.
TIRES
Tires with less than 4/32" tread or bald, cupped or mismatched tires will be replaced and billed to you at
manufacturer's fleet discount prices.
LESSEE'S SIGNATURE
• VEHICLES • EQUIPMENT • SALES
3905 EI Rey Road, Orlando, FL. 32808 • Fax 407-578-4924 • Phone
407-298-2982
WWW.MEARSLEASING.COM
•
MEARS
MOTOR
~ ~'eSING
Celebrating
50 Years
ADDENDUM TO MASTER LEASE AGREEMENT
THIS ADDENDUM TO MASTER LEASE AGREEMENT, this 22nd day of October, 2002,
between MEARS MOTOR LIVERY COPORATION DBA MEARS MOTOR LEASING and Village
of Teqesta, Florida ("THE MASTER LEASE AGREEMENT").
WHEREAS, the Parties aze desirous of clarifying the terms therof:
NOW THEREFORE, it is mutually agreed by and between the parties that the MASTER LEASE
AGREEMENT IS HEREBY AMMENDED as follows:
Paragraph 18
• INDEMNIFICATION. Subject to the limitations of Florida laws, specifically section 768.28,
Florida Statutes, Lessee agrees to indemnify, protect, defend and hold harmless Lessor from and against
any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements,
including court costs and legal expenses, of whatever kind and nature, incurred by or asserted against
Lessor (whether or not also indemnified against by any other person) in any way relating to or arising out
of this lease or the manufacture, purchase, ownership, delivery, lease, possession, use, operation, condition,
repair, return or other disposition of the vehicles. This indemnification includes vicarious liability and
strict liability claims respecting the vehicles, including strict liability claims arising out of events
subsequent to the term hereof. Lessee agrees to give Lessor, and Lessor agrees to give Lessee, notice of
any claim or liability hereby indemnified against within two (2) business days of learning thereof.
IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed by their
duly authorized officers this 22"d day of October, 2002.
MEARS MOTOR LIVERY COROPORATION d/b/a Village of Tequesta
MEARS MOTOR LEASING (Lessee)
(Lessor)
By:
By:
Name: James C. Hartman Name:
Title: President Title:
•
VEHICLES • EQUIPMENT • SALES
3905 EI Rey Road, Orlando, FL. 32808 • Fax 407-578-4924 • Phone 407-298-2982
WWW.MEARSLEASING.COM
•
October 22, 2002
Mr. Bob Garlo
Tequesta Police Department
357 Tequesta Drive
Tequesta, FL 33469
Mr. Garlo:
M EARS
MOTOR
LEASING
Celebrating
SO Years
Mears Motor Leasing will provide the Tequesta Police Department a new 2003 Jeep
Grand Cherokee Laredo SUV through our Municipal Leasing Program in conjunction
with the Florida Sheriff's Associations Bid Award #02-10-0826 as follows:
New 2003 Jeep Grand Cherokee Laredo 4x2
Florida Sheriff s Association Bid Award 02-10-0826
Specification #08 (Mid-Size Utility 4x2)
Southern Zone
Lease
Mileage Allowance
Over Mileage
36 Months @
48 Months @
$19,098.00
Closed-End
15,000 miles per year
0.12 cents per mile
$383.00 per month
$352.75 per month
The Lessee will be responsible for maintenance and all necessary insurance.
Enclosed is our Master Lease for approval and signature. When I receive your purchase
order or letter of intent, I will factory order the vehicle in your choice of color. Delivery
is in 8-12 weeks from the date of order.
Thank you!
Since ly
• David R. Pickard
Senior Account Executive
VEHICLES • EQUIPMENT • SALES
3905 EI Rey Road Orlando, FL.32808 • Fax 407-578-4924 • Phone 407-298-2982
www.mearsleasing.com