2003-050 Master Vehicle Lease Agrmnt. w/Club Car, Inc.•
RESOLUTION 50-2003
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AUTHORIZING THE MAYOR AND VILLAGE CLERK TO ENTER
INTO A MASTER VEHICLE LEASE AGREEMENT -RENTAL FLEET WITH CLUB CAR,
INC., ATTACHED AS EXHIBIT "A", WHICH AGREEMENT ALLOWS THE VILLAGE OF
NORTH PALM BEACH TO LEASE GOLF CARTS, WHEN AVAILABLE, FROM CLUB
CAR, INC., UPON THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT;
AND, PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby
approve the Master Vehicle Lease Agreement -Rental Fleet with Club Car, Inc., attached as
Exhibit "A", which agreement allows the Village of North Palm Beach to lease golf carts, when
available, from Club Car, Inc., upon the terms and conditions set forth in the Agreement.
Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the
Master Vehicle Lease Agreement -Rental Fleet set forth in Exhibit "A" for and on behalf of the
Village of North Palm Beach.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 25th DAY OF SEPTEMBER, 2003.
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MASTER VEHICLE LEASE AGREEMENT -RENTAL FLEET
•
® Lease No: M121-61
• This Master Vehicle Lease Agreement (Lease) made this 23th day of Ma 2003
CLUB CAR, INC., hereinafter referred to as the "LESSOR", and Village of N. PalmbBea h bwhosen
address IS: 951 US Hwy. 1 WEST PALM BEACH FL 33408, hereinafter referred to as the "LESSEE", Its
successors and assigns.
WITNESSETH:
1. LESSOR maintains a Rental Fleet of its vehicles for lease to its customers on a first come first
served basis and LESSEE has requested that it be allowed to lease from LESSOR from time to
time various numbers of vehicles for special occasions, and desires to execute this Lease to
facilitate the delivery, use, and return of such vehicles. Now, therefore, for and in consideration
of the mutual promises and agreements contained herein, and the rental and delivery charges
to be paid by LESSEE to LESSOR for the use of said vehicles, the LESSOR agrees to lease to
LESSEE, when available, the number of vehicles requested by LESSEE upon the terms and
conditions herein set forth.
2. The term of this Master Vehicle Lease Agreement shall commence on 04/30/03 and shall
continue for one (1) year, so long as LESSOR and LESSEE carry out the terms and conditions
of this Master Vehicle Lease Agreement on their part to be kept and performed, and shall be
deemed to be renewed for additional periods of one (1) year each unless and until LESSOR or
LESSEE shall provide the other party thirty (30) days notice in writing that it intends to cancel
this Lease Agreement.
3. The number of vehicles to be leased by LESSOR to LESSEE, the descriptions thereof, the
serial numbers, the rental rate per vehicle per day and the delivery charge shall be set forth in a
document to be executed by LESSOR and LESSEE at the time of each delivery of vehicles
leased hereunder entitled "Rental Fleet Delivery and Return Schedule". Each such Rental Fleet
Delivery and Return Schedule executed by LESSOR and LESSEE shall be deemed to be
incorporated herein by specific reference and made a part hereof.
All charges to be paid by LESSEE to LESSOR for the use of the vehicles to be leased under
this Lease, as set forth in the said Rental Fleet Delivery and Return Schedule, shall be due and
payable upon receipt of LESSOR'S invoice thereof.
All payments shall be made to LESSOR at Club Car, Inc., 75 Remittance Drive, Suite 1811,
Chicago, IL 60675-1811, or as otherwise directed by LESSOR in writing, and shall not be
deemed to have been made until actually received by LESSOR.
4. Delinquent installments of rental and delivery charges shall bear interest at the lower of (a)
eighteen percent (18%) per annum, or (b) the highest per annum interest rate allowed by law. In
the event this Lease is placed in the hands of an attorney to recover any monies due or to
• become due hereunder, or for the possession of the vehicles, or otherwise to enforce
M 121-61 ~~/
Page 1 of 4 IngersollAand
MASTER VEHICLE LEASE AGREEMENT -RENTAL FLEET
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® Lease No: M121-61
• LESSOR'S rights hereunder, LESSEE shall pay LESSOR'S reasonable expenses and
attorneys' fees in connection therewith.
5. SO LONG AS THE VEHICLE(S) REMAINS IN POSSESSION OF LESSEE, LESSEE SHALL AT
ITS SOLE COST AND EXPENSE: (a) MAINTAIN AND KEEP IN EFFECT VALID AND
COLLECTIBLE PUBLIC LIABILITY INSURANCE COVERING ANY AND ALL CLAIMS,
DAMAGES, ACTIONS OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION
WITH THE OWNERSHIP, POSSESSION, MAINTENANCE, USE, LOADING, UNLOADING,
LEASE OR RENTAL OF THE VEHICLE(S) IN AN AMOUNT NOT LESS THAN $1,000,000,
AND (b) KEEP THE VEHICLE(S) FULLY INSURED AGAINST LOSS, THEFT, DAMAGE, FIRE,
DESTRUCTION OR VANDALISM WITH RESPONSIBLE COMPANIES IN A FORM
SATISFACTORY TO LESSOR. ALL INSURANCE PROVIDED BY LESSEE HEREUNDER
SHALL PROTECT, AS THEIR INTERESTS MAY APPEAR, THE LESSOR AND THE LESSEE,
WITH LESSOR NAMED AS AN ADDITIONAL INSURED; SHALL BE PRIMARY TO ANY
INSURANCE MAINTAINED BY LESSOR FOR ITS OWN AND EXCLUSIVE BENEFIT; AND
SHALL PROVIDE THAT THE COVERAGE THEREUNDER MAY NOT BE TERMINATED
WITHOUT THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO LESSOR. LESSEE SHALL, AT
LESSOR'S REQUEST, FURNISH LESSOR WITH A CERTIFICATE SHOWING SUCH
INSURANCE COVERAGES TO BE IN FULL FORCE AND EFFECT.
6. LESSEE has selected the VEHICLE(S) and represents to LESSOR that each item thereof is of
the design, size, fitness, and capacity satisfactory for LESSEE'S purposes, and LESSEE agrees
that such VEHICLE(S) is suitable and fit for the purpose intended.
LESSOR'S SOLE AND EXCLUSIVE WARRANTY TO LESSEE IS THAT THE VEHICLE(S)
WILL BE IN OPERATING CONDITION WHEN RECEIVED BY LESSEE.
IN THE EVENT OF LESSOR'S BREACH OF WARRANTY, LESSEE'S SOLE AND EXCLUSIVE
REMEDY WILL BE THAT LESSOR WILL MAKE ANY VEHICLE ADJUSTMENTS, REPAIRS
OR PART REPLACEMENTS TO ANY VEHICLE WHEN IT DETERMINES THAT THE VEHICLE
DOES NOT CONFORM TO THE ABOVE MENTIONED WARRANTY. IN NO EVENT WILL
LESSOR HAVE ANY OBLIGATION OR LIABILITY FOR DAMAGES, INCLUDING BUT NOT
LIMITED TO CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH
THE USE OR PERFORMANCE OF THE VEHICLE(S). NO OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING ANY ALLEGED IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY IN ANY MANNER
WHATSOEVER.
LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF
ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY VEHICLE(S) LEASED
HEREUNDER OR THE USE, OPERATION OR MAINTENANCE THEREOF, OR THE FAILURE
OF OPERATION THEREOF, OR THE ADJUSTMENTS, REPAIRS, OR PART
REPLACEMENTS, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY
• ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF, OR FOR ANY LOSS OF
M121-61 Page 2 of 4
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Ingersol111m1tl
MASTER VEHICLE LEASE AGREEMENT -RENTAL FLEET
•
® Lease No: M121-61
• BUSINESS OR DAMAGE WHATSOEVER OR HOWEVER CAUSED. NO ALLEGED DEFECT
OR UNFITNESS OF THE VEHICLE(S) SHALL RELIEVE LESSEE OF THE OBLIGATION TO
PAY RENT OR OF ANY OTHER OBLIGATION OF LESSEE TO LESSOR UNDER THE
LEASE.
7. Title to the vehicles shall at all times be and remain the sole and exclusive property of the
LESSOR.
8. The vehicles shall not be removed from the address of the location as provided herein without
LESSOR'S prior written consent.
9. LESSEE agrees to safely store the vehicles (under roof if available) and to properly secure the
same at night. and such other times when not in use, and LESSEE agrees to be solely
responsible for such storage and safekeeping. If the vehicle(s) is electrical, LESSEE agrees that
such storage shall include sufficient and adequate electrical charging outlets and watering
facilities for the batteries which are a part of the vehicles. LESSEE further agrees to be solely
responsible for the cost of all electricity, fuel and routine maintenance for or to the vehicle(s).
The vehicles shall be used and operated only at the address specified herein in a careful
manner and in compliance with all applicable laws.
The vehicles shall not be used or operated in a manner subjecting them to depreciation above
the ordinary and reasonable depreciation associated with normal use. LESSEE shall be solely
responsible for damage to the vehicles from any accident, vandalism, user abuse, collision, fire
or act of God.
10. LESSEE shall fully indemnify and save LESSOR, its agents, servants and employees, harmless
from any and all claims, actions, proceedings, damages, liabilities, judgments, orders, decrees,
awards, costs, expenses, attorneys' fees, and claims on account of damage to property or
injuries to person (including death) which may be sustained by LESSEE, its agents, servants,
employees, licensees, invitees, operators, users, individual lessees, or any other person or
entity, arising out of or in connection with the lease, operation, possession or use of the
vehicles, except that LESSEE shall have no liability to LESSOR for damages or costs incident
thereto caused by the sole negligence of LESSOR.
11. LESSEE shall not have the right to assign this Lease without the written consent of LESSOR.
LESSOR shall have the right to assign this lease.
12. LESSEE agrees to collect and remit any and all sales, use and other such taxes payable in any
state, county, or city where LESSOR'S vehicles are located, used and operated by LESSEE.
13. LESSEE agrees, at its sole cost and expense, to provide for routine maintenance of the vehicles
• including, but not limited to, keeping the vehicles clean and orderly and changing flat tires.
LESSOR agrees, at its sole cost and expense, to furnish as necessary a mechanic for
M121-61 Page 3 of 4
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IngersollAantl
MASTER VEHICLE LEASE AGREEMENT -RENTAL FLEET
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® Lease No: M121-61
• performance of non-routine maintenance procedures and major repairs not resulting from
accident, vandalism, user abuse, collision, fire or act of God.
14. LESSOR retains the right, without judicial process, to withdraw the vehicles covered by this
Lease for nonpayment of the rent and/or delivery charges provided for in paragraph 4 hereof or
for user abuse beyond ordinary and reasonable wear and tear. LESSEE acknowledges that
LESSOR may from time to time withdraw the vehicles and/or certain items thereof for
maintenance under this Lease, but LESSOR will endeavor to furnish a like replacement of same
if any vehicles will be out of service for an extended period of time.
15. At the termination of this Lease, the vehicles covered by this Lease shall be returned by
LESSEE to LESSOR at the same place where LESSEE received delivery and in the same
condition as when received by LESSEE with ordinary and reasonable wear and tear excepted. If
LESSEE does not return the vehicles as provided for herein, LESSOR may repossess the same
at any time without demand or notice and wherever same may be located and without any court
order or other process of law, and may enter upon the premises of LESSEE for that purpose. In
such event, LESSOR shall hold the vehicles so repossessed free and clear of this Lease and
any rights of LESSEE hereunder.
16. This lease is executed in Augusta, Georgia and the interpretation thereof shall be construed in
accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties have duly executed this Lease as of the 23th day of May,
2003.
LESSOR: CLUB CAR, INC.
BY:~
TITLE ~~al~ ~~a14
LESSEE: Village of N. Palm Beach
BY
TIT
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M 121-61
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IngerSOllflanG
• ADDENDUM 1 TO MASTER LEASE - VILLAGE OF NORTH PALM BEACH
1. Add this sentence to paragraph 5:
"Lessor acknowledges that Lessee is self-insured. Lessee shall not be required
to carry separate casualty insurance insuring the equipment against loss or
damage by fire or other risks or to carry liability insurance. Lessee agrees that it
will not cancel or terminate self-insurance without thirty (30) days prior written
notice to Lessor. If Lessor cancels or terminates the self-insurance, Lessee shall
immediately acquire the insurance coverages called for in this Paragraph 5."
2. The second full sentence of paragraph 3 of Item No. 6 be changed to include
the underlined words:
"In no event will Lessor have anv obligation or liability for damages including but
not limited to consequential damages arising out of or in connection with the use
or performance of the vehicle(s) unless negliqence of Lessor is a cause of such
damage or damages."
3. In paragraph 10, I would recommend the following changes:
A. I would change the last six words of paragraph 10 starting with
"caused by the sole negligence of Lessor" to read "unless
negliqence of Lessor is a cause of such damage or damages "
B. The following words should be inserted at the very beginning of
paragraph 10: "To the extent permitted by law..."
Also, the following should be added at at the end of paragraph 10:
"The indemnification called for herein shall not be construed as a
waiver of sovereign immunity and shall not overrule the limitations
set forth in Florida Statute 768.28."
4. The contract needs to be changed in paragraph 16, making clear that the
lease was actually executed in North Palm Beach, Florida, and will be governed
by laws of the State of Florida.
5. Add paragraph 17. to read as follows:
"17. In any litigation between the parties in regards to this lease
agreement, the prevailing party in such litigation shall be entitled to recover from
the non-prevailing party a reasonable attorney's fees and all costs of litigation
both at the trial and appellate level. The situs for any such action shall be in
• Palm Beach County, Florida."
Forms:ADDENDUM TO MASTER LEASE.doc