HomeMy WebLinkAboutAgreement_General_01/20/2012 MASTER OPEN -END LEASE AGREEMENT
(Open -End Municipal Lease)
MEARS MOTOR LEASING, ( "Lessor ") with offices at 3905 El Rey Road, Orlando, Florida 32808 -7917 hereby agrees to lease to Village of Tequesta ( "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
Lessor's 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 A 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 A 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 portion of a month a vehicle is
retained, will continue as to a vehicle until the vehicle is returned to Lessor following lease expiration or purchased under paragraph 14. Lessee has no right to retain a
vehicle after lease expiration without Lessor's consent unless Lessee purchases the vehicle under paragraph 14.
4. RENT AND OTHER PAYMENTS. Lessee will pay Lessor amounts due Lessor hereunder at the location specified by Lessor, as covered under the
Florida Prompt Payment Act # 218.70, 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 is between 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 ['with the second rent payment due on the first (1st) of the
second month after delivery' not recognized]. 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 paragraph 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 therefore as covered under the Florida Prompt Payment Act # 218.70. ['Review and confirm rent payments' not
recognized]
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6. UNCONDITIONAL NET LEASE; NO OFFSET; SURVIVAL. 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 unenforceability 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 RIGHTS. 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 MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, WITH RESPECT THERETO, IT BEING
AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE UNDERSTANDS AND AGREES THAT THIS LEASE WILL BE TREATED AS
A "FINANCE LEASE" WITHIN THE PURVIEW OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ( "ARTICLE 2A7) AND THUS UNDER LAW
LESSEE WILL BE ENTITLED TO THE PROMISES AND WARRANTIES LESSOR RECEIVES 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 SIMILAR APPLICABLE
LAW. 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.
8. LOCATION, INSPECTION AND USE. Lessee will permanently garage each vehicle in Lessee's possession and control at the garaging location
indicated in the Schedule A, 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 vehicle 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 written 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 shall comply with all manufacturer's instructions and warranty
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requirements and all applicable laws, ordinances, rules and regulations, including respecting weight limits and inspections and making safety, smog related or other
modifications to a vehicle.
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 regarding 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.
10. ALTERATIONS. Without the prior written consent of Lessor, Lessee will not make any alteration, additions or improvements to a vehicle which
detracts 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 Lessor's agent and attorney -in -fact with full power and authority to
register (but without power to affect title to) such vehicle, in such manner and 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 furnished Lessor by Lessee within sixty (60) days of the date any titling or retitling is directed by
Lessor.
12. INSURANCE. Lessee will procure and maintain for each vehicle (a) standard automobile property damage insurance covering fire, theft, collision and
comprehensive risks against loss of or damage to the vehicle from any cause whatsoever for not less than the full replacement value thereof (with a deductible amount
not in excess of $1,000) naming Lessor and/or its designee as loss payee and (b) public liability and property damage insurance with (1) a combined single limit of
liability of not less than $500,000 per occurrence or (2) limits of not less than $100,000 covering one person for arty single occurrence, not less than $300,000 covering
more than one person for any single occurrence, and at least $50,000 for property damage or (3) such greater limits as Lessor may from time to time reasonably require
upon notice to Lessee, naming Lessee as a named insured and Lessor as an additional insured. All 15 passenger vans are required to carry a combined single limit of
liability of not less than $500,000 per occurrence. All such insurance must be in a form and with insurance companies approved by Lessor, must provide at least thirty
(30) days advance written notice to Lessor of cancellation, non - renewal, change or modification in any term, condition or amount of protection provided therein, must
provide full breach of warranty protection and must provide that the coverage is "primary 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 a policy or certificate evidencing such coverage. In 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 attorney -in -fact with fiill 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, Lessee 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 charge 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. Not withstanding the foregoing unless otherwise required by Lessor, Lessee may self - insure as to the liability risks contemplated herein.
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 using, only OEM original manufactured
parts 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. 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. TERMINATION SETTLEMENT. If the term of the lease exceeds twelve (12) months, at anytime 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, Lessee 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. Lessee will so surrender the vehicle at such
location for such sale at lease expiration. 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 Lessor's sole discretion. If the amount received by Lessor on account of such sale or the highest bona fide
bid received and open at time of crediting where the vehicle is retained by Lessor, as appropriate, net in either instance of a handling charge of $150 and Lessor's cost of
sale, including sales commissions and costs of cleaning, repairing or transporting the vehicle is greater than the vehicle's then Settlement Value, Lessee will have no
settlement obligation to Lessor as to the vehicle and the excess will be returned to Lessee after application to any amounts then owed by Lessee to Lessor. If the net
amount is less than the vehicle's Settlement Value, Lessee will pay Lessor the deficiency. 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 rules for
level yield calculations in Financial Accounting Standards Board's Standard No. 13 utilizing the original value, term, rent (excluding taxes and maintenance charges)
and depreciated value at lease expiration and (c) the remaining portion of the sum of two (2) such rent payments amortized on a straight line basis over the lease term
considering only full months elapsed.
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As an alternative to surrendering a vehicle to Lessor if the lease is not in default, Lessee may purchase the vehicle for its then fair market value equal to its then average
wholesale value. Payment of such purchase price will be subject to the same credit and deficiency Hiles which apply when a vehicle is surrendered to Lessor. Any
transfer of Lessor's interest in a vehicle, whether to Lessee or a third party, shall be -IS WHERE -IS and without any other warranty.
NON - APPROPRIATIONS - In the event no funds or insufficient funds are appropriated and budgeted in any fiscal year for lease amounts due as to any vehicle under
this lease and under law Lessee has a right to terminate this lease as to the related vehicle because of such non - appropriation, then Lessee shall immediately notify
Lessor or its assignee of such occurrence, and this lease shall terminate as to such vehicle 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 related amounts herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available and past due amounts and damages because of Lessee's default hereunder. In the event of such termination, Lessee agrees to
peaceably surrender possession of the vehicle at a location contemplated in this paragraph 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 vehicle.
Notwithstanding the foregoing, Lessee agrees (a) that it will not cancel this lease under the provisions of this clause if any funds are appropriated to it or by it for the
acquisition, retention, or operation of another vehicle performing functions similar to the such vehicle for the fiscal period in which such termination occurs or the next
succeeding fiscal period thereafter and (b) that Lessee shall not, during the term of this lease, give priority in the application of funds to any other functionally similar
property. This paragraph shall not be construed so as to permit Lessee to terminate this lease to acquire any other vehicle or to allocate funds directly or indirectly to
perform essentially the same application for which the vehicle is intended.
15. LESSOR'S PAYMENT. If Lessee fails to procure or maintain insurance as required herein, to pay any taxes, parking tickets or other assessments
required to be paid 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 perform such other obligations. In that event, Lessee will reimburse Lessor's cost thereof and pay Lessor a service charge of $25.
16. 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 paragraph does not apply to the extent of the exemption.
17. 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 arty
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.
18. 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 20; (5) 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, arrangement or extension, or the commission by Lessee of an act of bankruptcy; (6) the filing against Lessee of any such petition not dismissed or
permanently stayed within thirty (30) days of the filing thereof; (7) 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; (8) the occurrence of any event described in parts (5), (6) or (7) hereinabove with respect to any guarantor or other party liable for payment
or performance of this lease; (9) any certificate, statement, representation, warranty or audit heretofore or hereafter furnished with respect hereto by or on behalf of
Lessee or any guarantor or other parry liable for payment or performance 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 any substantial contingent or unliquidated liability or claim against Lessee or any such guarantor or other
party; (10) breach by Lessee of any other lease or agreement providing financial accommodation under which Lessee or its property is bound.
(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
Value 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 returned 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 Lessor's 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 the deficiency and excess proceeds riles of paragraph 14 will apply;
(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;
(7) 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.
(9) No right or remedy conferred herein is exclusive of any other right or remedy conferred herein or bylaw, 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.
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19. LESSOR'S EXPENSES. Lessee will pay or reimburse Lessor for all costs and expenses, including repossession, vehicle disposition and court costs and
reasonable 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 18, 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.
20. ASSIGNMENT; LIENS. Without the prior written consent of Lessor, Lessee will not: (a) assign or otherwise transfer arty 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 to any 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 by Lessor 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 have 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 Lessors rejection of the lease
in a bankruptcy proceeding or Lessor's interference with Lessee's quiet enjoyment of any vehicle. No such assignee will be obligated to perform any duty, covenant or
condition 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
successors and assigns of the parties hereto.
21. 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 furnish Lessor
(a) a fiscal yearend 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 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.
22. LESSEE'S WARRANTIES. 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 terns. Each person executing this lease, a Schedule A 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.
23. 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 party 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 States mail with postage prepaid or, if sent by courier, when delivered to the courier with the courier's fees committed. Notices personally
delivered will be effective upon delivery. 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 each 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,
IN WITNESS WHEREOF, the parties have duly executed this lease as of January 19, 2012.
MEARS MOTOR LEASING Village of Tequesta
(Lessor) (Lessee)
By By n
Name Name � t ChQ.� 1 ,QU.���
Title Title
** *Please Sign All Lease Documents in Blue Ink * * * ** 'I (a-
Revised 1/17/2005
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19. LESSOR'S EXPENSES, Lessee will pay or reimburse Lessor for all costs and expenses, including repossession, vehicle disposition and court casts and
reasonable 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 18, incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terns, 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.
20, 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 tease to be
subject to any l im, charge or encumbrance ofany 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 j
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 to any 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 by Lessor 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 have against Lessor and that Lessee will not assert against the assignee any claim or defense Lessee may have against Lessor. Without limiting
the generality ofthe 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 (ease
in a bankruptcy proceeding or Lessor's interference with Lessee's quiet enjoyment ofany vehicle. No such assignee will be obligated to perform any duty, covenant or
condition required to be performed by Lessor under the terms ofthis tease. Subject always to the foregoing, this lease. inures to the benefit of and is binding upon, the
successors and assigns of the parties hereto.
i
21. 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 tease. Without limiting the generality of the foregoing, Lessee will furnish Lessor
(a) a fiscal yearend financial statement including balance sheet and profit and loss statement within one hundred twenty (120) days of the close of each fiscal year, (b) j
any other information normally provided by Lessee to the public (c) prompt notice ofany change in Lessees name, organizational structure 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.
22. [.ESSEE5 WARRANTIES. 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, contractand agreement ofLessce enforceable against Lessee in accordance with its terms. Each person executing this lease, a Schedule A 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.
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23. 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
perlbrmance 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 party 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 States mail with postage prepaid or,. if sent by courier, when delivered to the courier with the couriers fees committed. Notices personally
delivered will be effective upon delivery. Whenever the context of this lease requires, the singular number includes the plural. If there is more than one Lessee named j
in this lease, the liability of each will be joint and several. The titles to the sections of thislease are solely for the convenience of the patties 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,
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IN WITNESS WHEREOF, the parties have duly executed this lease as of January 19, 2012.
MEARS MOT R LEASING Village of Tequesta j
(Lesso - (Lessee)
By By
1
Natne Name m �'.1c1Q: (�,() U
1°
Title Title V AQ i
** *Please Sign All Lease Documents in Blue Ink * * * * *� a-
Revised 1117(2003
(00021096:2) -4-
A
MEARS
MOTOR
LEASING
VEHICLES
EQUIPMENT
ADDENDUM TO THE MASTER LEASE AGREEMENT
THIS ADDENDUM TO MASTER LEASE AGREEMENT, dated this day of January 19, 2012
between MEARS MOTOR LEASING and Village of Tequesta "THE MASTER LEASE
AGREEMENT'
WHEREAS, the Parties are desirous of clarifying the terms thereof:
NOW THEREFORE, it is mutually agreed by and between the parties that the MASTER
LEASE AGREEMENT IS HEREBY AMENDED as follows:
IN WITNESS WHEREOF, the Parties hereto have caused these presents to be
executed by their duly authorized officers this day of January 19, 2012.
MEARS MOTOR LEASING Village of Tequesta
(Lessor) (Lessee)
By: By:
Name: Name: 1 mi C Na Q-( C nu
Title: Title: l�� I Ia("L i I la- �1�� -��✓'
* * ** *Please Sign All Lease Documents In Blue Ink * * * **
3905 EL Rey Road, Orlando, FL 32808 • Phone 407 - 298 -2982 • Fax 407 - 578 -4924
www.mearsleasing.com
A FINANCIAL DIVISION OF
The Banc�Banl<
SCHEDULE
Open End Lease
UNIT # DESCRIPTION AND SERIAL DELIVERY TERM EXPIRATION
NUMBER DATE DATE
M0980 2012 Ford Focus S
White 36 months from
1 FAI4P3E29CL31540I TBD 36 Months date of delivery
ORIGINAL EXPIRATION SECURITY DEPOSIT MILEAGE EXCESS
VALUE DEPRECIATED ALLOWANCE MILEAGE
VALUE PER MONTH CHARGE
PER MILE
$13,133.00 $1.00 $0.00 Not Applicable Not Applicable
BASE MONTHLY MAINTENANCE SALES TAX TOTAL MONTHLY LEASE
LEASE CHARGE PAYMENT
$389.57 $0.00 $0.00 $ 389.57
NON - MAINTENANCE:
Lessee will furnish at its own expense, tires, batteries, repairs and all maintenance unless they are covered by the factory warranty
service policy.
This agreement is made this 20th day of January, 2012
Lessee's Name
Village of Tequesta
357 Tequesta Drive
Tequesta, FL 33469
B y . U i I 1 Q g-e YYl a. ,Frr-
TITLE
PRINTED NAME OF PERSON SIGNING
LESSOR'S NAME MEARS MOTOR LEASING
Vice President, Leasing Operations
Desiree Vezina TITLE
* * ** *Please Sign All Lease Documents in Blue Ink * * * **
{00021154:2}