R2018-51 Golf Carts Lease AgreementRESOLUTION 2018-51
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA ACCEPTING A PROPOSAL FROM
CLUB CAR, LLC FOR THE LEASE OF EIGHTY GPS EQUIPPED GOLF CARTS
PURSUANT TO PRICING ESTABLISHED BY AN EXISTING U.S. COMMUNITIES
CONTRACT AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE
THE NECESSARY LEASE AGREEMENTS AND RELATED DOCUMENTS
IN ACCORDANCE WITH THE TERMS OF THE PROPOSAL; PROVIDING FOR
CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Staff recommended accepting a proposal from Club Car, LLC for the lease of
eighty (80) 2019 Club Car Precedent electric powered golf carts equipped with Visage GPS pursuant
to pricing established by U.S. Communities Contract No. EV2024-02 (Utility, Transportation and
Golf Vehicles, Plus Related Accessories, Equipment, Parts and Services), between Club Car, LLC
and the City of Kansas City, Missouri; and
WHEREAS, the proposal is for a lease term of thirty-six (36) months and includes the buy-out of
the Village's existing lease agreement with Club Car, LLC; and
WHEREAS, the Village Council wishes to accept the proposal submitted by Club Car, LLC, waive
the purchasing policy requirements due to the age of the U.S. Communities Contract, and authorize
the Village Manager to execute the necessary lease agreements and related documents; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests of the residents and citizens of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby accepts the proposal submitted by Club Car, LLC for the
lease of eighty (80) 2019 Club Car Precedent electric powered golf carts equipped with Visage GPS
for a thirty-six (36) month term pursuant to pricing established by U.S. Communities Contract
No. EV2024-02 (Utility, Transportation and Golf Vehicles, Plus Related Accessories, Equipment,
Parts and Services) at a total monthly cost of $13,391.20 and a total cost over thirty-six months
of $482,083.20.
Section 3. Funds for the lease agreements with DLL Financial Services, LLC (Club Car's
affiliated source for the golf carts) and GPSI Leasing II — Accord, LLC for the Visage GPS units
will be expended from Account No. L8046-33491 (Golf Department — Contractual Services).
Page 1 of 2
Section 4. Subject to review and approval as to form and legal sufficiency by the Village
Attorney, the Village Council further authorizes the Village Manager to execute lease agreements
1 with and all related documents necessary to effectuate the transaction.
Section 5. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 6. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 24TH DAY OF M)
(Village Seal)
ATTEST:
VILLAGE CLERK
Page 2 of 2
LEASE AGREEMENT (Golf Equipment - Munklpal Entities - FL ONLY( /D`
Month of . , I.• . l Lease Agreement Number, SOB1027
TO OUR VALUED CUSTOMER: This LeaseAgreameni(this"Lease) has boan%willenin'P1ainEnglish: The words "You'and *Youf are used in this Lease to mean
the Lessee identified below. The words'We,'Us and rout' are used In this Lease to mean the Lessor who is DLL Finance LLC, 8001 Birchvood Court. P.O.
Box 2000, Johnston, IA 50131 and any 43F our affiliates, subsidiaries, successors and assigns,
LESSEE
Full Legal Name: THE VILLAGE OF NORTH PALM BEACH, FLORIDA
TERM
Mailing Address City Stale
Znp
PAYMENT
S01 U.S. HWY 1 NORTH PALM BEACH FL
374118
` SUPPLIERI Phorrre 17051 NORTH KELLER ROAD ORLANDO FL 32810
TERM AND LEASE PAYM ENT SCHEDULE
You agree to the 1allovAng terms:
TERM
Commencing on: ❑ OR ®the 151 dxy ofthc nterth immediardy 1'ollolsing Ranaxer's sigtumre wn Ihe The lnitial'Tenn (''Perm"t shall He 37
Ilein try and Accor -Kt Ccrtlrteate and LQfMler's receipt thereat rhe'Cmlunerlcemcnl [late") theCommenrcmeg104te-
PAYMENT
The aggregate sunt due under this Lease includes lease payments and other amounts iegdred lobe paid under [his Lease (each payment shall be
1e10re4 to os o'Payment' and collectively as'lhe Payrrlenls') and shag be payabte as follows:
-Ihe Iea1e Payment shall he 8r (0110 is (the "I.cata I75merIC)
Ilx; [list scheduled Pal ment will be due on: (D the I'd.w ofdK month follotsing the CommcnccmcnT OR ❑ the Cmumrnceioerx Nw.
Fafh pie ahehl themaftcr a ill be dtr:
®inn iht ht dalofllle Ine4111 of Oas Indicated KIow
Number of Payments:
Payment Amount
Payment Frequency: 0 AtontNy ❑ Quarterly, or
36 /
9.791
,20
On the following day(s)
Ilse tax per Payment
Total Payment Amount with
(eslimaled);
Sales[ Use Taxes
(astimatedj:
0,00
9,:,91.20
Security Deposit:
TAXES
Salesluse tax has been estimated above to provide an approximation of the taxes and tonal Payment amount. The actual sales and use lax may vary and
may he. depending on stale law, collected at the lime iNs Lease is entered into lir added to each Payment an the terms of this Lease, Property tax will be
billed annually and is due an Invoice. If the use Sax payment box above is empty, or sndicrdes $0, we anticipate receiving a valid exemplion cemficate. It
such certificate is not received. Sales or Ilse lax may be tried to you and/or added to the Payments.
PAYMENTS. You agree to make all Payments due udder Ibis Lease to Us at P.O. Box 14535, Des Moines. IA $0306 of at such Other address aS We may
designate from time to Ione. Your Payments shah consl:tute a current expense and do not constitule a mandatory payment obligation of You in" fiswl year
beyond Your cunenl fiscal year. Your oblWtGns hereunder shall not be construed to be a debt In contravention of any applicade constdubonol of statutory
liminal+on or requiremw concerning the creation of iWebledness by You, nor shag anything contained herein constitute a pledge of Your general aredil, lax
revenues, funds. or moneys.
INSURANCE d TAXES. You are requifed to provide and maintain insurance ietated to the Equipment (defined below) and other items described In this Lease and
to pay any property, Use. sales, excise, and olhef taxes related to Ibis Lease of any Equipment and le pay all license and tegislrellon fees assessed against this
Lease of any Equipment. You agree to furnish Us with satisfactory evidence of Your lax exempllon,
DELINQUENT PAYMENTS AND RETURNED CHECK CHARGE. Each Payment past due more Than ID days shalt be subject to a late charge occued at a rate equal to
1,76% per month from the due date until paid or $1, whichever Is greater, but In no event shall any 1814 charge exceed the maxlnxun amount alloyed by law. If
any check Or payment is returned or rejected for insufaciem funds or any other reason. You shag pay to Us a fee of $25 00 or such other amount established by
Us from time to lime not to exceed the maximum amounl permitted under applicable law. In Our discretion, such amount shat be paid on demand of added to
Ihe next Payment and You agree to pay such increased Payment amount.
TERMS AND CONDITIONS
I. Loase. We agree to Ioase to You and you agree to (ease from tis, the accessories (Iho'Equpnnenl'y on the leans and corddions of this Lem and all
equipment listed on the Equipment Schedule attached hereto and incorporated exhibits, schedules and amendments heralo.
herein by reference, including all replacement parts, repairs, additions and
DLL 4873.4 (10117) For municipal golf leases in FL ONLY Page 1 of 7
Obz
2. Tenn, Provided this Lease has been accepted and executed by both paves,
this Lease shall become effective upon the Commencement Dale and shall
remain effective for an original term (the'Original Temp) ending at the end of
Your budget year In effect on flte Commencement Date and shall be Continued
by You for additional one-year leans (each, a'Renewal Tenn) coinciding Will
Your budget year up to the total number of months Indicated above as the Full
Lease Term; provided, however, that at the end of the Original Term and a1 the
end of each Renevral Tenn, You shall be deemed to have Continued Rus Lease
far Rhe next Renewal Term unless You shad have terminated this Lease
pursuant To Socten 3. Paymenls under this Lease shall be due as set fodh on
the Payment Schedule undl the balance of the Payments and any additional
Payments or expenses chargeable to You are paid in full. Payment amounts
and Will emolntS required to be paid under this Lease shag be referred to in
this tease as 'Payments.' Unless otherwise Indicated in the Payment schedule
provided above, the fust Payment under this Lease is due when this Lease is
signed by You and the remaining Payments wilt be due on the first day of each
subsequent month through the expiration of the Term. You agree to pay Us the
amount of ail search fees, filing fees and administration fees specked In this
Lease at the time this Lease is executed and, in any event, upon demand by
Us, and to reimburse Us for the amount of all search and filing fees incurred by
Us in connection with this Lease upon demand by Us. EXCEPT AS PROVIDED
IN SECTION S, THIS LEASE IS NONCANCELABLE AND YOUR
OBLIGATION TO PAY IN FULL THE PAYMENTS AND ANY OTHER AMOUNT
DUE HEREUNDER IS ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL
AND IS NOT SUBJECT TO AND SHALL NOT BE AFFECTED BY ANY
ABATEMENT. SET-OFF, DISPUTE, CLAIM, COUNTERCLAIM, DEDUCTION.
DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT
AGAINST ANY SUPPLIER, DEALER, VENDOR OR MANUFACTURER OF
TME EQUIPMENT OR ANY OTHER PARTY FOR ANY REASON
WHATSOEVER, ALL OF WHICH YOU HEREBY EXPRESSLY WAIVE AS
AGAINST US. YOU AGREE NOT TO ASSERT AGAINST US ANY CLAIMS
OR DEFENSES YOU MAY HAVE WITH RESPECT TO ANY EQUIPMENT. In
no ease shall We be liable for any special. incidental or consequential damages
based upon any legal theory, Irlduding. but not Limited to. Ions of profits, loss of
use of the Equipment, the claims of third parties or damage to the EgLopment.
S. Non -Appropriation of Funds. NoAdthstanding anything to the contrary
contained herein, You warrant that You have funds available to pay all
Payments that are to be paid befeurder through the end of Your current
appropriation period. If You legislative budy or other funding aulherily does
not appropriate funds for Payments for any subsequent appropriation period
and You do net othefwliSe have funds avaaable to IaWuby pay the Payments
(a -Non Appropriation livehl), You may, sul to the conditions herein and
upon prior written police to Us (the'Non-Appropriation Notice), effective the
later of (a) 60 days eller such Non -Appropriation Nice, or (b) the and of Your
then -current aPpropriattarn period (the 'Non-Apprapialion Datej, terminate
INs Lease and be released of Your obigallon to make ail Payments canning
due after the Non-Appropriallon Dale. As a condition to exercising its lights
under this Section. You shall (a) provide with the Nan-Approprialion Notice a
sworn afldavil of a responsible ofltdal that a Non-Appropriallon Event has
occurred and that You have attempted to obtain funding, in good faith, from all
available hoeing sources, but those efforts have failed to obtain funding for
the Payments, (b) relum the Equipment on of before ire Non -Appropriation
Date to Us or a location designated by Us, in the cdrhdilion required by. and in
amordancce velh the return pevislona of. this Lease, at Youf expense. and (C)
pay Us an sums payable Is Us under this Lease up to the Non -Appropriation
Dale. In the event of any Non -Appropriation Event, vire chap retain a'il sura
paid hereunder of under the Lease, including the security deposit, if any,
specified In INS Lease, Terintalion pursuant to this Section shalt not
Constitute a Default under this Lease; provided that the Paries agree that this
Section is not Intended 10 permit You to terminate this Lease at vett or for
convenience. Upon return of the Equipment to Us, We shall Use Our best
efforts to lease or sea the Equipment upon such !arms as We In Our reasonable
judgmenldeems prudent We shall apply the net proceeds of that sale or tease
in the following manner; (i) first, to reimburse Us for all costs assodaled with
lite taking, removing, holding, repairing and leasing or selling of lila Equi pmanl:
(it) second• to pay to Us an amount equal to the Purchase Price for the
Equipment at the i of the termination of this Lease; (air) third, to pay to Us
the amount eecessary to satisfy Your remaining obligations under this Lease;
and (tv) fourth, to remit any amounts thereafter remaining to You. No
deficiency will be allowed against You.
4. Delivery and Acceptance; DISCLAIMER OF WARRANTIES. You agree
to accept each item of Equipment in its as -is condition viten delivered and to
execute the Delivery and Acceptance Certificate supplied by Us as evidence
thereof. YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY, EITHER
EXPRESS OR IMPLIED WITH RESPECT TO ANY EQUIPMENT, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR F17NESS FOR A PARTICULAR PURPOSE. You
also agree that nether The manufacturer nor the supplier of the Equipment is
an agent of Ours. If the Equipment is covered by a manufaclurcls warranty,
such warranty shall be extended to You if automatically assignable. You agree
that there shall be no abatement of any Payment obligation because of
DLL 4B33-4 (10117) For municipal golf leases In FL ONLY
unavailability of the Egsfpment during periods of its vrarranled or non-wauanted
repair. You agree to hold Us harmiess from specific performance of this Lease
and from damages, if, for any reason, the supplier, manufacturer, vendor or any
other party fails to deliver, or dei in delivery of, the Equipment so ordered or
if the Equipment Is unsalislactory for any reason whatsoever. You agree Ilial
any delay in delivery at or defeat in the Equipment shah not affect the validily of
this Lease or the obligation to make Payments hereunder. Yaw execution of a
Delivery and Acceptance Certificate In fire forth attached hereto shall
conclusively establish that the Equipment covered thereby is acceptable to You
for all purposes of this Lease.
if. Use, Maintenance and Return of Equiparni So long as You are not in
Deraull under INS Agreement, We agree not to interfere mth Ycur right Of quiet
01dymenl and use of the Equipment. You agree that all Equipoledil is to be
used for commercial purposes and that file Equipment unit net be moved
outside of the Contiguous forty-eight stales of the United Slates and to nolify Us
of each change In Rte place wdhere the Equipment Is located Or used not more
than lienty (20) days follow.ng each change in location, You further agree as
follows: (a) to operale the Equipment in a careful manner; (b) to maintain the
Equipment in good repair and repair any damage thereto; (c) rastricl the
Equipment's use to experienced and competent operators employed by You;
(d) to use the Equipment only In the conduct of Your business: (e) properly
house and stare Irte Equipment when not In use; (0 not to rent at suoAease the
Egtnlpment WMaul Our prior written consent except as described In Section 17:
(g) to not allow any Iles, enOdmhrance or security interest (other than as created
Pursuant to this Lease, if any) allach to any Equipment; (h) to comply With an
laws and regulalions relating to the possession, opava&on and use of the
Equipment: and (r) to pay as license and registration fees and all sales, use.
excise, properly and all other federal• stale and local taxes assessable against
this Lease andior any Equ'.pment, indudmg without ltmilalion, its use or
operation and to reimburse us, won demand, as additional rent, the amount of
ary such taxes or costs paid by Us. Upon the expiration Of terminalion of the
Lease, You agree to make the Equipment available for pick up by Us at Your
cost and expense and In the same condition as when delivered, onfir iary wear
and tear excepted, tree of any Gan, encumbrance or security Interest claimed
by any person. You Cora not In any event subWA the Equipment to any abrasive,
corrosive or abnormal working conditions or any environmentally hazardous
subslance (under any applicable federal, state of local law, rule or regulation)
vriihout Our prior written consent. You shall nohfy Us of any change in the stale
of Your localian (as such tens Is defined in the Uniform Commercial Code) net
more Than twenty (20) days following each change. In addition to all other
amounts payable hereunder. Yoe hereby agree to pay to Us, upon demand, as
charges for the late return of arty 5quipmeN, all charges incurred by Us to repair
any excessive wear and tear to any Equipment (including but not limited to
repair or replacement of engine, drive train, glass. metal work and trim, rips,
tears, lies in an unsafe condition and any other unsafe or abnormal condi@en
of the Equipment), plus an amount equal to the Rate Per Excess Hourmuttilar"
by any units of use of any Equipment In excess of the Hours of Use During
Lease Term shoml on the Lease. You agree to be responsible for and to pay
the envie cast of at necessary maintenance and repair of the, Equipment in
malntali*V and repairing any Equipment. You shall conform to the
feoommertded practices end procedures of the manutacturar of the Equipment,
and shaft not, wilhoul Our approval, effect arty mod,ficalion or alteration of of to
arty Equipment. You shall comply with any mandatory or recommended
product recalls issued by the manufacturer, All replacement parts and
improvements incorporated Into any Equpmem shall become Our property.
Should this Lease be terminated prior la the exat(aucn at the Term, the
applicable Hours of Use During Lease Term will be prorated by multiplying INS
unit 10121 by the actual tease term in months divided by the Tenn in nhonths and
the Rale Per Excess Hour Veit apply to all units of use in excess of this prorated
unit total. We may, el any reasonable time, access the premises where the
Equipment is located so that We may Inspect the Equipments existence,
Wcaiion, Insulation, conch ion andlor maintenance.
6. Risk of Use, Damage and Destruction. You assume an risk arising from
the possession and operation of Rte Equipment and agree to defend and
kndemntfy Us and hold Us hamAess from all daims, demands, damages and
losses. including reasonable attorneys' fees and expenses. arising therefrom.
In the event of the that desbUCddnn of other total loss with respect to any item
of Equipment (each i of Equipment slngutarty referred to herein as the
"machine) during the Tenth or any extension thereof. You shall provide Us
prompt vrittan notice. in the event of damage thereto from any cause which in
Our judgment Carnot be economicaity repaired, or in the event of the loss of
the machine, its [hell, or removal from Your possession by the operation of law
Of Olhervase, [hen, bW Only with respect to that macNne, this Lease shag
leiminate and You shall Inwnediataly pay to Us, only with respect to that
machine, the sum of alpostdut and future Payments for the Inert•curenl Term
and interest thereon, Taxes, fees and charges to be made but not yet due under
file terms or INS Lease for the Then -current Term, pals the reSidual value
associated with such machine, all as Indicated in Our books and tec cell In
the event the Lease Covers hro or more Items of equipnerM, the Papment
allocationshall be based onthepo-rata relationship of the Minimum Equipment
Insumnae Amount Required, as shown In INS Lease, to the total Payments.
Page 2 of 7
The Payments due under this Lease on the remaining Items of equipment
following such termination shall be reduced by the unpaid balance of the
Payments allocable to the lost piece of equipment as set forth above. The
amount of any insurance proceeds received by Us because Of such destnxsion
or event, and the amount received by Us upon the disposition of the machine
Should it be recovered, shall nd deducted (i) first, from The residual value ofsuch
machine as Indicated In Our books and records (the'Residual Vakte'), aid (ii)
second. from the Paymer ls, any excess amofint over the Residual Value. In
the event of damage to any machine, which damage in Our judgment can be
economica'ly, repall then this Lease shag not be lerminaled with respect to
the machine, but rather the machine shall be restored to Its original conchill
by You, at Your expense. We shag apply the amount of any Insurance proceeds
received by its because of such damage first to Ilia repair of Iia machine and
any excess amount of Insurance proceeds shall be credited to the Payments.
7. insurance. You shall purchase and maintain, at Your expense; (a) standard
all risk type property damage insurance (covering theft, destruction andfor
damage) for the Equipment's ttsl replacement value and in no event less than
the Minimum Equipment Insurance Amount Required (as indicated on the
Equipment Schedule) with a maximum deductible equal to the greater of
$500.00 Or five percenl (5.0%) of the adjusted loss; (b) liability Insurance In an
amount of at feast one million dollars ($1,000,000) (five mill dollars
4$5,000,000) if the Equipment or arty single machine is deemed a 'motor
vehicle under appFrable law in the state where You are located) that protects
You and Us against the risk of personal injury and phlysicat damage (to property
other than the Equipment ill arising out of or resulting from at because of
the operation of the Equipment; and (c) workers' compensalron coverage as
required by the lays of the slate in which You are foaled. AN insurance
required herein must be In a form and from an Insurer satisfactory to Us aro
You shall keep such insurance in effect during the Full Lease Term. Evidence
of at$ such insurance shall be provlded to Us and such (nsuranco Shea provide
Us With 10 days advance notice o(nlod,ficalion or cawallabon and name us as
loss payee. If such insurance is modified, cancelled or allowed to lapse, We
may (but shall not be obligated to) purchase or Othervriso provide such
insurance from an Insurer of Our choice, which maybe an affiliate of puts. The
costs, limits, terms, conditions and coverage of such replacement insurance, if
arty, may vary from any previous coverage. We may add the costs of acquiring
and maintaining such Insurance and Our fees for Our services In placing and
maintaining such insurance (Collectively'fnsu(al Change"( to the Payments
and You agree to pay such amount, together Will Interest (hereon at a rate per
month of 1.75% from the date such insurance was purchased or provided by
Us unit! paid. You agree that such Insurance Charge and additional amounts
and the interest thereon shag, as specified by Us. either be paid on demand or
be added to the Payments and You promise to pay the resullimg Increase in the
Payments and agree that We may make a prafiL We shall have no
responsibility to You fat the cost or appoprlateness of the premium for any
Insurance. the crefibmilhlness of any lASnran6e company, the rebate Or refund
of any insurance premium to which You may be entitled of any other matter
relating to any insurance Overfill any insurance was provided through a group
policy arranged by Us. Nothing in this Lease writ create an insurance
relationship of any type between Us androf any person or party, Insurance
coverage for personal Ilabltityor physical damage caused to the property
of others Is not provided.
8. UCC Filings; Article 2A Provisions; Finance Lease Status. We are the
owner of and will hold title to Ilv< Equipment udder ibis Lease. Although the
Equipment may became attached to real estate, a is and Wit remain personal
property and wig not become a fixture. H this Lease Is deemed to be a Security
agreement, You grant us a security interest in the Equipril 1, whether
categorized as inventory, goods or otherwise, under the Uniform CommerCl81
Code {'UCC'), as collateral to secure payment of all of Your present and future
Obligations owed to Us includingvllhwul linflation, Your Payments andWeshag
be entitled bo all rights all Secured party under the applicable UCC with respect
thereto. You authorize Us to prepare and file against You a financing statement
(not to attach this Agreement) describing the Equipment. You hereby authorize,
ratify and approve any lnancing statement Covering Equipment Bled by Us on
or prior to the date hereof. The parties intend this Lease to boa true lease and
the fling of a financing statement Shall not 4e construed as evidence Ill the
contrary. You agree Article 2A- Leases of the UCC apples to ibis Lease, and
this Lease will be considered a -Finance Lease' as that term is dedned it Anicle
2A. By slgning this Lease, You acknowledge and agree that the Supplier
identified in the Lease Is the supplier (as that term 9 defined in Article 2A of the
UCC) of the Equipment and that You Have been informed Ill are entitled
to the promises and ware a,lies provided by the manufacturer, dealer. vendor
or Other person supplying the Equipment in connection with the contract by
which We acquired the Equipment (the 'Supply, Contract) and that You may
contact the manufacturer, suppler, dealer of vendor of the Equ:pmerd for a
description of any rights or warranties that You may be ent filled to under the
Supply Contract. With respect to this tease, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES
CONFF.Pli UPON A LESSEE BY UCC ARTICLE 2A. Including vlahout
limilation, Section 2A•508 through 2A.S22 of the UCC. You also represent that
all trade-in property is free and dear of all security interests, lens and
encunbrences.
9. Assignment f Sub-Leaso. You may not assign this. Lease or arty of You
rights hereunder, net may You sell, transfer, sublease, rent or rend arty
Equipment or permll it to be used by anyone other than Your employees without
Our prior mitten consent except as described in section 18, We may assign
this Lease without Police or consent and the assignee shall succeed to all of
Our rights. Any such assignee shah have all of Our rights, remedies, powers
and prhgeges under this Lease, but shall have none of Our obligations.
10. Default. Each of the (allowing is a'Defadl' under this Lease: (a) You fall
to pay arty Payment or any other payment ob%atan when due under this
Lease; (b) You do not perform any of Your other ob5gations under INS Lease
or in any other agreement With Us or with any of Our affgates; (c) any
representation or warranty made by You proves to be Incorrect In any material
respect when made; (d) You become Insolvenl, or are generally unabre to pay
Your debts when due, You dissolve or are dissetved, or You assign Your assels
for the benefit of Your creditors. You seek appointment: all receiver, custodian
or other similar olhdal for You or for Your assets, a You commerce or have
commenced against You arty action for relief under any bankruptcy, Insolvency
or reorganization laws, (e) You sell all of substantially as of Your assets or
property, (0 Youshall or shall attempt to abandon, remove, seg, encumber, rent
or sublet arty item of Equipment except as desuibod in section 18; fg) You shall
suffer a material adverse change in Your grhandal cond'alon or operations; (h)
You shall rause or suffer to exist any sale or transfer all Interest which would
result in a change in majority ownership of You; (i) You shall amalgamate,
merge err conSoadalawNh another entity without Our consent; 4) any guarantor
of Your obligations under this Lease dins, does not perform such guarantor's
obligations under the guaranty- or becomes subject to ane of the events listed
in clause (d). (e). (f), (g). (h) or (i) above; or (k) any feller of credit required under
IMS Lease is broached, canceled, accelerated, terminated or not renewed for
any reason.
11. Remedies. In the even of a Dclaull or an event which, with the passage
of Iime, would consbtute a Default hereunder, We may, at Our option: (a)
cancel or termlrsata Iles Lease or any or ON other agreements that We have
entered Info with You; (b) declare the entire unpaid balance of all Payments
immedialety due and payable without notice or demand and require You to
immediately pay Us, as compensation for loss of Our bargain and not as a
penalty, a sum equal to (i) ail past due and future Payments and Interest
thereon for the then -current term, (ii) Taxes, fees one charges 10 be made but
not yet due under the Scans of alis Lease for the Then-currenm Term, and (iii)
the Residual Value of the Equipmml; (c) require You to deliver the Equipment
to Us; (d) peacefully repossess the Equipment vvithoulcoul order and you wig
not make any cams against Us or our agents for damages or trespass or any
other reason; (e) appoint iseceiver/manager: (q charge You interest on all
monies dus to Us al rhe rate of t.75% per month from the due dale thereof
unlit paid but in no event more than the maximum rata permitted by law, (g)
advise any or all aceount parties and any of Your renters, lessees and
borrowers of the Equipment to make as rental, lease and loan payments to Us
andfo dived them to return the Equipment to Us upon the expiration of the
rental, lease or Irian term; and (h) exercise " other right or remedy available
at law or in equity. You agree to pay at of Our costs and expenses,
Including. without limitation, reasonable attorney's tees and expenses
and collection agency toes and expenses, of enforcing Our rights against
You, for the recovery or repossession of Equipment andin the collection
of Your obligations to Us under this Lease. II We lake pmesskm of any
Equipment, We may sea, release or otherwise dispose of it with or without
notice, at a public or private sale, on Your premises or elsewhere and apply
the net proceeds (after We have deducted all costs related to the sale or
disposillon of the Equipment) (i) first, to the Residua( Value; (ii) second, to
Payments. Taxes, fees and charges Ilial would have becomedue wi the course
of the Fug Lease Tenn; and (fi) to the amounts that You emm Us. You agree
that if notice of sale is required by law to be given. 10 days' notice shall
constitute reasonable nolice, You will remain responsible for any amounts that
remain due after We have appffed such net proceeds. If You fail to deliver the
Equipment upon demand by Us or fail to return the Equipment in a timely
manner, as determined by Us, upon lino lerminallon or expiration of this Lease
or upon Default and We do not recover the Equipment, been You shall be
additiona9y liable to Us fu the fair market value, of the Equipment at the time
of lerm:nalion or expiration of this Lease at at the lime of Default, w hichaver t5
eadler. The remedies provided by this Lease in favor of Us shah not be
deemed exclusive, bun shall be wril lallve and in addillon to ser other remedies
in Our favor existing at law or equity or by slalute or otherwise, and may be
enforced concurrently or Separatey. No fature or delay on Our part In
exercising any right or remedy shall operate as a waiver thereof or modify the
terms of this Lease. A waiver of defal shall not be, a waiver of any other of
subsequent default. Our recoveiy herOunder shall not exceed the maximum
recovery permitled by law. We and You agree [hat there is no ;mention to
create under this Lease a right of Us to dispossess You involuntarily or the
legal titre to Or the right or use of tho Equoi=t. We hereby irrevocably waives
any right to specific performance of Your covenant to transfer legal title and
Wulf) Of possession of the Equipment to Us.
DLL 4833-4 (10117) For municipal gall teases in FL ONLY Page 3 of 7
12, Renewal, Unless this Lease is earlier terminated pursuant to Section 3,
You must give Us at least 80L (but not mire than 180 unless waived by us In
Our sole discretion) days willen notice before IN end of the Ful Lease Term
Oust You will return the Equipment to Us, Unit You give Us such wrillen notice:
(e) the Lease will automatically renew on a month-io-month basis (each a
"Renewal Month Term") until You provide Us 60 days prior whllen notice
that You will return the Equipment to Us (fn which case the Lease will
renew for two additional Renewal Month Terms), each Renewal Month Tesm
Wit wnunence immedialelyUpon Hie expiration of the then currenttem and (b)
the terms of the Lease, includ`ng Wlheut firtiitafion the amount of the Payment,
will continue to apply and (c) You security dep,0 , if arty, will continue to be
held to secure Your performance during the Renewal Month Term.
13. indemnlflcailon. You are responsible for any losses, damages,
Penalties, claims, suits and aclioos, including, wilflout (imitation, cauricosts and
attorney's fees and expenses, (coleGivety-Claunsl. wiether based on a
theory of strict Iiabllty or othelvAse caused by or related to (a) the matntAelum,
inslailallen, ownership, operation, use, lease, possession or delivery of the
Equipment, (b) any defects In the Equipment or (c),Ihts lease (and airy
supplements and amendments hereto. To the maximum extent permitted by
eppticabre raw. You agree to reimburse Us for and, If We request, to defend Us
against any Claims. This indemn'frcalion MI Continue even after the
termination Of this Lease or full payment of all obligations owed by You
hereunder.
14. ROprosorltations, Warranties and Covenants. You represent, warrant
and covenant as follows: (a) You are a municipal corporation and political
subdivision duly organized and existing under the constdulion and laws or the
slate in which You are localed; (b) You efe eulhorized corder the constitution
and laws of said slate to enter into this Lease and the transaction contemplated
hereby and 10 perform allof Your obligations hereunder; (c) You have been duty
aulhorized to execute arid deliver this Lease by proper action and approval of
Your governing body at a meeting duty called, regularly convened and attended
Throughout by requisite majority 0 the members thereof or by oil & appropriate
official approval; (d) this Lease constitute$ Your legal, valid and binding
Obligation enforceable in accordance viilh its terms, except to the extent united
by applicable bankruptcy. Insolvency, reorganization or other laws affecting
credilefs' rights generally; (e) no event of condition that constilules, of with the
giving of notice or the lapse Of time or bath would constitute, a Default exists at
the Commencement Dale; (I) You have in accordance with Ilse requirements of
lawfully budgeted and appropriated sufllcient funds for the current fiscal year to
make the Payments scheduled 10 come due during the Original Term and to
meet Your other obilgalions for the Origkial Terni and such funds have not been
extended for other purposes; (g) You vA11 do or cause to be done all things
necessary to preserve and keep in lull force and effect Your existence as a
corporate and body politic; (h) You have complied Wilt such public bidding
requirements as may be applicable to this Lease and Your acquisiliort of the
Equipment hereunder; (i) Thera Is nn action suit, proceerfmg inquby or
investigation, at taw or In equity, before or by any court, public board of body,
Pend'ng ar Ihreatened aga nst or affecting You or this Lease, nor to the pest of
Your knowledge Is there any basis Iherelore wherein an unfavorable decision
ruling or finding would materially adversely affect the transactions contemptated
by this Lease at any other document, agreement or certificate winch is used or
COntCmpleted for use Inlho consurmalton of The transactions contemplated by
this Lease or materially adversely atlect Your financial condition or properties;
(j) You have obtained all authorizations, consents and approvals of
governmental bodies or agencies required in connection wilh the execu lion and
delivery of this Lease of in connection with the Performance of Yaw obligations
hereunder; (k) the entering Trio and performance of this Lease or any other
40culnent or agreement contemplated hereby to which the You are or are to be
A party vMll not violate any Mgmenl, order, kroror regulation applicable to You
or result in any breach of, or constitute a default under. Or resin in the creation
of any len, charge, secunty Interest of other encrnbrannee on any of Your
assets Or The Equipment pursuant to any indenture, mortgage. deed of t(ust,
bank loan or credit agreement or other Instrurnenl to which You are a party or
by which You or Your assets maybe be bound. except as herein provided; (1)
the Egluprrtert described in this Lease Is essential to You function or to the
services You provide to Your citizens. You nave an Immediate need for, and
expect Io make immedlate use at. aubsianlially all of the EgOpmenx, which reed
is 1101 1empwary or expected to diminish In the foreseeable future cud the
Equipment wilt he used by You only for the purpose of performing one or more
of Your goveurnanlal or proprietary futctions consistent with the permissible
scope of Your authority and viii not be used in the trade Or Anathema of any
other entity or persaw (m) You have never failed to appropriate or otherwise
make available funds sufficient to pay rental or other payments coming due
under arty lease purchase, Instalment sate, or other similar agreement. Your
representations, %vwranlies and covenants shag survive beyond the Ful Lease
Term and the termiaarlon of [his Lease,
15, Choice of Law and Jurisdiction; Walver of Jury Trial. The taw of The
state of Your address shave on Ilia from page hereof shall govern all matters
retailing to this Lease. This Lease shag mol be enforceable by You until signed
by Us In our Johnston, Iowa offices. To the extant permitted by applicable
law, You also waive Your right to a trial by jury.
DLL 4833-4 (10m 7) For municipal golf leases in FL ONLY
16. waivers. You acknowledge receipt of an executed copy of this Lease.
Where permitted by law. You waive Your right to receive a copy of any financing
statement, financing change sUlemenl, verification statement or Other similar
inslNmenl fried of issued at any lime in respect of this Lease or any amendment
hereof. To the extent permilled by law, You, being fully aware of the ifgtds and
benefits afforded to You by slatule, hereby waive the benefits of ad provisions
of any applicable statute, including, wilhout limilalion, any statute relating to
leases, COnd4iOn3i ares, Or regulatory credit, and of any, regulations made
thereunder In any and ag stales of the United States, which would, in any
manner, alfecl, restrlpor Unit Our rights hermunder. You alsowral a and assign
to Us the right of any statutory exemption from execution or othehvtse and
fudher vraive any rights to demand security for costs in the event of litigation.
17. TAX TREATMENTS AND INDEMNIFICATION. Unless olhemfse
Provided, this Lease is entered into on the assumption that We are Ve owner,
of to Equipment for income fax purposes and are entitled to certain federal
and state tax benefits available to an owner of the equipment pzllectively'Tax
Senefils"), including vdhod (imitation, accelerated cost recovery deductions
and deductions for interest incurred by the Lessor to finance the purchase of
the Equipment, available under the Internal Revenue Coda of 1988, as
amended (the'Codej. You represent, vrauant, and covenant to Us that (a) de
Equipment will be used for a governmental or proprietary purpose; (b) You are
a tax-exempt entity (as defined In Sediori 168(h) of the Code); (c) You will use
all Equipment solely Wallin the United States; and (d) You %Mil take no position
inconsistent with the assumption that We are the owner of the Equipment for
any lax purposes. You and Us contemplate that the Equipment will be exempt
from all Taxes. If, hmvever, because of arty of Your acts or emissions or any
Party acting through You, or the breach Or inaccuracy of any repfesentalion.
vrananty or covenant made by You, We reasonably determine that vie cannot
clairn, are not allowed to claim, oe that we may rose or must recapture any or all
of the Tax Benefits otherwise available with respect to the Equipment sub)ecl
I* any Lease (a 'Tax Loss). then You YAI, promptly upon demand, pay to Us
an amounl sufficient to provide Us the same after -lax rale of return and
aggregate after-tax cash flow through the end of the term of such Lease than
in effed that We would have realized but ler such Tax Loss.
You will be responsible for as and viten due and that Indemnify and held Us
harmless Fran and against all present and future taxes and other governmental
charges, including, without frmilation, those for Salo$, use, leasing and slamp
taxes, license antl registration fees, and amounts in lieu Of such taxes and
charges plus any penalfies or imerest on any of the above, (al of the foregoing
are colledivehy the -Taxes). imposed, levied upon, assessed in connection
Will. or as a result of the purchase, ovinershhip, delivery, leasing, possession u
use of the Equipment, or based upon wmeasued by the Payments or receipts
Wilt respect to this Lease. If YOU do not pay any of the Taxes. We have the
right, but not the obfigation. 10 pay them on Your behalf. You wo not, however,
be obligated to pay any faxes on w measured by Qu net income. You authorize
Us to add to rho amount of each Payment any Taxes that may be imposed an
or measured W such Payment. We do not have to contest any Taxes, fines or
penalties. We will fie at personal property. use or other lax returns as required
by law under [his Lease. In such case. You w,h pay to Us on demand, as an
additional Payment, the amaunl of the personal property tax We ere required
Io pay. You Agree to reimburse Us with the next Payment (or any Taxes We
pay, plus a fee to Us for colectrig and administering arty Taxes aid remitting
them to the appropriate aulMrities on which vie may make a profit ant interest
thereon at the highest "at rate atwied, from the date due unfit "paid. If
You do not pay this reimbursement %%ith the netrl Payment You agree to pay Us
interest on those amounts at the highest legal rale allowed From [he due dale
until paid In full, We make an ratommandation, representation or warranty
as to Iho Iroatmont 4f this Lease for lax or accounting purposes. You
Acknowledge that You have consulted with Your lax and accounling advisors
concerning the appropriate lax and accounling Ireatmonl of this Lease and have
M relied on advice from Us; and You hold Us harmless for any adverse
consequences resulting from YeUr tax and accounting treatment of this Lease.
18, Golf Cars. 4 IN Equipmem Includes golf cars, wilh respect to the gOFf
cars only, nohvilhstanttng the Ifmilatfons in Section 5, 9 and f0 You [nay rem
the got(cors an a daityor pot -road basistoyour pa ions, in the ordinarycwurne
OfYorblus[ness. To Vie talent You complete an exemption oemacand retative
to personal property taxes on the golf cars, You agree to indemnify Us from and
against any Claims fabled to the failure to Pay personal properly lazes based
an such representation and You agree that you are responsible for remllting
any and all required sates, use or other lax required as a resuh of the rental of
the of cars to patrons.
19. Financial and Crodlt Information; Communication Methods. You
authorize Us lO obtain erect bureau reports and make other credit kwlries that
We determine are necessary and agree that wilhoul further notice We may use
or request additional credit bureau reports to update our inlormationso long as
You hewn any ou[slanding Indebtedness or obligations owed to Us. You (tither
agree to provide Us, promptly after request Iherefe( by Us, such income
statements. balance sheets ando[hef financial alatements and Information and
such fedejal and slate 6wome lax returns concerning You that We dotermine
are necessary. Pnovidhtg Your email address andlor telephone number in Your
credit application or otAcnvise is Your acknowledgment that We may retain
Page 4 of 7
Yeti email address ardlor telephone number for f wtW COMINAlcalren with
You. YOU agree to allow Us to Conduct business with You using email or by
Callkg You, regardless of the purpose of Our communcaliun, which may
intrude, withoul firrdlatlon, Collections and notices under Your agreements with
Us. We reserve the right to use the method of communication We deem best in
inlenri wish You
20. Facsimile. This Lease may be executed by a party and lrammitled by
facsimile or eieclrorlk mail. You agree That a copy of IMS Lease bearing Your
signature which was Iransmitled by facsimile or printed from an electronic file
sNl3 be admissible in any legal proceed'ng as evidence of its contents and its
execullon by the parties in the same manner as an original documeol. You
fuller agree not to object to the admissib8ity of such copy into evidence oder
the business roOOrds to the hearsay me of the best evidence rule or otherwise
and expressy waive any right to do so. The original or a facsirl or electronic
copy of this Leasewhich bears both a signature of Us and You and Our original
Signature shat be deemed the execution original of this Lease for the purposes
Of taking possession of this Lease for all other purposes.
21. Miscellaneous. You agree the terms and Conditions contained In this
Lease constitute the finalagreement between You and Us and is the exclusive
expression of our agreement regarding the lease of the Equipment. All earlier
and contemporaneous negot aliens and agreements between You and Us on
the matters conli lined herein are expressly merged Iola and superseded by IMS
Lease, Any modillcation or addition to the terms at the Lease must be in a
written agreement Identified as an amendment and signed by Us You agree,
however. We are authorized, without notice to You, to insert In this Lease
andror the Equipment Schedule any serial number, model numbers andlor
make of any Item of Equipment, correct any errors In such information
reflected In this lease andror who Equipment Schedule and correct any other
patent errors or omisstons In the description of any Item of Equipment
rolloctad In the Equlpmont Schodulo, to supply Information missing from
this lease or the Equipment Schedule and to correct any obvious errors in
this Lease or In the Equipment Schedule. Without limiting the foregoing, You
agree we may Insert the date and hurnber of this lease after Your execution of
the Lesse. If Wa delay or fail to enface any of Our rights under this Lease, We
we still be am4led to enforce those rights at a later time and such rights shah
not be waived. Any waiver by Us of any breach or default will not constitute a
waiver by Us of any addlional or subsequent breach of defauh no; shah it be a
waiverofanyofOurrights. Any watverofaremedy. term orconditioner change
to the terms and conditions of this Lease must be in wailing and signed by Us.
All notices shall be given in writing by the party sanding the notice and shall be
effective when (a) deposited In the U.S. mall, vhlh first crass postage prepaid,
or (b) sent by overnight courier of rational reputation, in either rase, addressed
to the party receiving the notice at the address ahem on the front of this Lease
{a to arty other address specified by that pony in writing). All of Our rights and
indemnities vvtl survive the termination of this Lease. Our rights. privileges and
indemniltes, to the extent My are [airllr attributable to events of corlddlons
occurring or existing during the Term of this Lease, shall Survive and be
enforceable by Us and Our successors and assignees. Payments received may
be applied at Our discretion to obligations hereunder or to any other
indebtedness owed by YOU to Us despite duechons, if any, appearing on the
remittance Of communicated to Us otherwAse, and to late charges first and then
to the amount owing, it is the express intent of the parties not to violate any
applicaVe usury laws of to exceed the maximum amount of time price
differential or interest, as applicable, permitted to be charged Of Co'lecled by
applicable law, and any such excess payment v!h be applied to Payments in
Inverse order of maturity. and any remaining excess will be refunded to You, It
You do not perform ary or all of Your obligations under this Lease. We have
the right but not the obligation, to take any action or pay any amounts We
believe are necessary to protect Our Interest. You agree to reimburse Us
immediately upon Our demand for any such amounts We pay. In the ovent any
provision of INS Lease &hall be determined by a court of competent Judsdtdion
to be Invalid. Magid, of unenforceable, the parties hereto agree such provision
shall be Ineffective and the remaining provisions of this Lease shall remain in
lilt force if the essential provisierns of Ihrs Lease for each party remain valid.
legal, and enforceable. Any prevision d Itris Lease wench is, for any reason,
unenforceable in any jurisdiction shall, as to such jurlsdiuion be ineffective to
the exteal of such unenforcaab8,tywigwut Imat chiling the remaining provisions
hereof This Lease and Equipment Schedule shat be bbtd rg upon and Inure
to the benefit of the parties and thein permitted successors and assigns. You
shall promptly execute and deliver to Us such further documents and lake such
further action as We may request to more effectively carry out the Intent and
purpose of this Lease and the Equipment Schedule, Wads importing the
singular include the plural and vice verso and words importing gender inGsrde
Aa genders. If more than one lessee has signed gds Lease, each of You agree
Your liability is joint and several. Restrictive orsimilarendorsemenlscontained
on or provided in connection with any Payment You make shall not be binding
on Us. Time is of the essence under this Lease.
22. Rental Payments to Constitulo a Current Expense of You. Your
obligation to pay Payments hereunder shall constitute a current expense. of
You payable from sources other than ad valorem taxes and does not constitute
a mandatory payment obligation of You In any fiscal year beyond Rte Then
current fiscal year of You. Yota obligations hereunder shall not in any way be
construed to be a debt of You in contravention of any applicable constitutional
of sratulory "fallen or requirement ronceming rine crail len of Indebtedness
by You, nor shall anything contained herein constitute a predge of the ad
valorem tax revenues. funds or moneys of You. We and You further
understand that the use of the ad valorem taxing power to make Payments
Cannot be compelled.
IF YOU ARE A COUNTY. You represent and covenant that (a) a the Maximum Lease Tom is grealer than frve years. Payments will be payable from sources other
than ad valorem faxes, and lb) You represent and covenant that ills Lease has been, of will be, approved by Your Board of County Commissioners prior to the
Commencement Date.
BY SIGNING THIS AGREEMENT AND EACH SCHEDULE: (h YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND
CONDITIONS ON EACH PAGE OF THIS AGREEMENT AND EACH SCHEDULE (II) YOU AGREE THAT EACH SCHEDULE THAT IS ALEASE ISA NET LEASE
THAT, WITH RESPECT TO EACH SCHEDULE, YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL
PAYMENTS DUE UNDER EACH SCHEDULE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE ANY SUCH PAYMENTS FOR ANY REASON,
INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH, (Ili) YOU WARRANT THAT THE PERSON SIGNING THIS AGREEMENT AND EACH
SCHEDULE FOR YOU HAS THE AUTHORITY TO 00 SO. {IV) YOU CONFIRM THAT YOU HAVE DECIDED TO ENTER INTO THIS AGREEMENT AND EACH
SCHEDULE THAT IS A LEASE RATHER THAN PURCHASE THE EQUIPMENT FOR THE TOTAL PURCHASE PRICE AND MIYOV AGREE THAT THIS
AGREEMENT AND EACH SCHEDULE WILL BE GOVERNED By THE LAWS OF THE STATE OF IOWA AND YOU CONSENT TO THE JURISDICTION OF THE
FEDERAL AND STATE COURTS WITHIN POLK COUNTY. IOWA AND EXPRESSLY WAIVE ANY RIGHTS TO A TRIAL BY JURY.
IN WITNFRC WIAFRFf1G rrN .,�nre� Cos.,.. .,.e...a� ,r,:. r e.,.s.uv
11-14 /—/ 0
DLL 4833.4 j1(r17) For municipal golf leases in FL ONLY Page 5 of 7
THE VILLAGE OF NORTH PALM BEACH, FLORIDA
DLL Finance LC,
At 8130 in Court, Joh ton, IA 50131
Lessee
w
.Nuri
N
A honied Signator
Arvdre.ra I.we.ns k
s2
N?Jf+
Au red 5 atun
jtl(p'{�/� // (\�' /► S
�>
p ❑
Y t SIA 1iYie►N !(C., ` � r0
✓ ���L: �jtQ%
Print Nrma Trp Date
Print NamedT pea
11-14 /—/ 0
DLL 4833.4 j1(r17) For municipal golf leases in FL ONLY Page 5 of 7
Equipment Schedule
Note; ARhough the Equipment fisled above may be described as Wmv", that deWptian does rlol mean It was necessarily manufactured in the current year.
I have rovlewed and acknowledge and agree that the Equipment description above Is accurate and complete.
THE VILLAGE OF NORTH PALM 8EACH. FLORIDA
W
Less
N� y
W I/
n Authorized Sigin—aflulorr
F1N d r 1-�k 9 Ah
�.. Mn,daT��_
Print Name Title a
DLL 48n4 (IW17) For municipal golf WSC8 in FL ONLY Page B of
MlnEmurn
Equipment
New!
Make and Model of Equipmenl
Sena{
Insurance Amount
Hours at
Hours
Rate per
Used
Number
Required
dewvy
during
Excess
Lease
HDur
Term
CLUB GAR PRECE CLL'C GOLF CAR EQTY 60) 43]I. r W N!.\ NIA NIA
Note; ARhough the Equipment fisled above may be described as Wmv", that deWptian does rlol mean It was necessarily manufactured in the current year.
I have rovlewed and acknowledge and agree that the Equipment description above Is accurate and complete.
THE VILLAGE OF NORTH PALM 8EACH. FLORIDA
W
Less
N� y
W I/
n Authorized Sigin—aflulorr
F1N d r 1-�k 9 Ah
�.. Mn,daT��_
Print Name Title a
DLL 48n4 (IW17) For municipal golf WSC8 in FL ONLY Page B of
n:i SiI=, MITT °SLI '
The undersigned hereby certifies that Lessee has teased all items described in (the 'Equipments pursuant to the Lease Agreement between DLL Finance
LLC (°Lessor"} and the Lessee Identified below and in the Lease Agreement No. 5081027 (the'Leasel and further certifies that:
(i) the Equipment has been delivered to and has been received by Lessee;
(II) all installation or other work necessary prior to the use thereof has been completed;
(iii) all Equipment has been examined by Lessee, is in good operating order and condition, and is in all respects satisfactory to Lessee;
(Iv) the Equipment Is accepted by Lessee for all purposes under the Lease Agreement and the Lease.
THE VILLAGE OF NORTH PALM BEACH, FLORIDA
Minimum
Less
Authorized Signatur
'A Z S/e. ( l
Serial
Equipment
Hours during
Newt
Make and Model of
Number
Insurance Amount
Hours at
Lease Term
Rate per
Used
Equipment
Re uired
delivery
Excess hour
CLUB
CAR PRECE ELEC GOLF CAR QTY 80 432,864.00 NIA NIA NIA
The undersigned hereby certifies that Lessee has teased all items described in (the 'Equipments pursuant to the Lease Agreement between DLL Finance
LLC (°Lessor"} and the Lessee Identified below and in the Lease Agreement No. 5081027 (the'Leasel and further certifies that:
(i) the Equipment has been delivered to and has been received by Lessee;
(II) all installation or other work necessary prior to the use thereof has been completed;
(iii) all Equipment has been examined by Lessee, is in good operating order and condition, and is in all respects satisfactory to Lessee;
(Iv) the Equipment Is accepted by Lessee for all purposes under the Lease Agreement and the Lease.
Ui G G4 zw^ lir7v4E-go-,
DLL 4833-4 (10117) For municipal golf leases in FL ONLY Page 7 of 7
THE VILLAGE OF NORTH PALM BEACH, FLORIDA
LULU
Less
Authorized Signatur
'A Z S/e. ( l
Print Name Title Date
Ui G G4 zw^ lir7v4E-go-,
DLL 4833-4 (10117) For municipal golf leases in FL ONLY Page 7 of 7
LEASE AGREEMENT AMENDMENT
This Lease Agreement Amendment is entered into on August 17, 2018 by and between The Village of
North Palm Beach, FL ('Lessee") and DLL Finance LLC ('Lessor') (each a 'Party" and collectively the
'Parties').
The Parties entered into the Lease Agreement of even dale herewith (the 'Agreement') and now desire to
amend the Agreement as set forth below,
NOW THEREFORE, INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
covenants and agreements contained herein, the Parties agree as follows:
Integration, Except as amended herein, the terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event of a conflict between the terms of this
Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms
used herein but not otherwise defined shall have the meanings ascribed to them in the
Agreement.
2. Amendment. The Agreement shall be amended as follows:
a. The following sentence is hereby inserted after the first sentence of Section 6 titled 'Risk
of Use, Damage and Destruction' and inserted at the end of Section 13 titled
'Indemnification":
'N&wv lhstanding anything contained herein to the contrary, such indemnification by the
Lessee shall not act as a waiver of the limitations of liability set forth in Section 768.28,
Florida Statutes, nor shall it create a cause of action in favor of any third party, -
b. The third sentence of Section 7 titled "insurance" is hereby deleted and replaced with the
following:
'Evidence of all such insurance shall be provided to Us and such insurance shall provide
Us with notice of modification or cancellation in accordance with the policy's terms and
conditions and name Us as loss payee.'
c. Section 8 titled 'UCC Filings; Article 2A Provisions: Finance Lease Status' is hereby
deleted and replaced with the following:
'8. UCC Filings; Article 2A Provisions; Finance Lease Status. We are the owner of
and will hold title to the Equipment under this Lease. Although the Equipment may
become attached to real estate, it is and will remain personal property and will not
become a fixture. This Lease shall not be construed as a security interest. You authorize
Us to prepare and fife against You a financing statement (not to attach this Agreement)
describing the Equipment for notification purposes. You hereby authorize, ratify and
approve any financing statement covering Equipment filed by Us on or prior to the date
hereof. The parties intend this Lease to be a true lease and the filing of a financing
statement shall not be construed as evidence to the contrary. You agree Article 2A -
Leases of the UCC applies to this Lease, and this Lease will be considered a 'Finance
Lease as that term is defined in Article 2A. By signing this Lease, You acknowledge and
agree that the Supplier identified in this Lease is the supplier las that term is defined in
Article 2A of the UCG) of tate Equipment and that You have been informed that You are
entitled to the promises and warranties provided by the manufacturer, dealer, vendor or
other person supplying the Equipment in connection with the contract by which We
acquired the Equipment (the "Supply Contract') and that You may contact the
manufacturer, supplier, dealer or vendor of the Equipment for a description of any rights
or warranties that You may be entitled to under the Supply Contract. With respect to this
Lease, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND
ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY UCC ARTICLE 2A,
including without limitation, Section 2A-508 through 2A-522 of the UCC. You also
represent that all trade-in property is free and clear of all security interests, liens and
encumbrances.'
C. The second sentence of Section 11 titled "Remedies" is hereby deleted and replaced with
the following:
"You agree to pay all of Our costs and expenses, Including, without limitation,
reasonable attorney's fees, In the event that We are the prevailing party, and
expenses and collection agency gees and expenses, of enforcing Our rights
against You, for the recovery or repossession of Equipment and In the collection
of Your obligations to Us under this Lease."
3. Confidentiality. Lessee agrees not to disclose any of the terms or provisions of Ihis Amendment
to any third party; provided, however, that it may (a) disclose such information as compelled by
law: or (b) disclose the economic terms and provisions of this Amendment to its accountants and
attorneys as it deems necessary, provided that any such third party shag first be informed of the
these confidentiality provisions and shall agree to be bound thereby.
4. MiscMisc Ia�Pgs. This Amendment may be executed in counterparts, including facsimile
counterparts, each of which will constitute an original, but which collectiveiy will form one and the
same instrument, This Amendment constitutes the final agreement between the Parties and is
the exclusive expression of the Parties' agreement on the matters contained herein, All earlier
and contemporaneous negotiations and agreements between the Parties on the matters
contained herein are expressly merged info and superseded by this Amendment. Any
modification or additions to the terms of this Amendment must be in a written agreement
identified as an amendment and executed by both Parties.
INWITNESS M8REOF theDV'QS have exmuled Nis AmfadmenteeeWve as of thedata set IoM ontheryst a eG1N A
84Z7/i S
Tho Village of North Palm Beach, FL
s
DLL 51nance LLC,
r: 80 air Court, Johnston, IA 50131
tc»e
U,
ad
az'U
kugnted Stgnaese
ANd2cw �.ulc.ab�k 9j1jtb
us
v.
�N
�e tore
X-1—fyl
Riot Name b iN pet
Print Name 6 i Date
84Z7/i S
LEASE AGREEMENT SUPPLEMENT —
PROPERTY TAX ACKNOWLEDGEMENT
Name of Lessee:
THE VILLAGE OF NORTH PALM BEACH, (the "Lessee")
FLORIDA
Date of Lease Agreement:
818!2018 the "Lease"
In order to induce DLL Finance LLC ("Lessor") to enter into the Lease pursuant to which the Equipment will be
leased to Lessee, the undersigned represents the following:
o The Lessee acknowledges and understands that Lessor will file all personal property tax returns and
Lessee shall reimburse Lessor for property taxes related to the Equipment.
o Property taxes will be billed annually to Lessee and are due on invoice. Lessee acknowledges that
property taxes may be billed to Lessee after the Term of the Lease,
o If Lessee does not pay'property taxes, Lessor has the right, but not the obligation, to pay them on
Lessee's behalf and add to the amount of such taxes to the Lease Payments.
All capitalized terms not otherwise defined herein shall have the same meanings as in the Agreement. Lessee
agrees that Lessor's emphasis of the provisions of the Agreement contained herein are for the convenience of the
Lessee and shall not minimize or waive any remaining provisions of the Agreement, all of which remain in full
force and effect. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax-exempt
status of the interest components of the Payments are entitled to rely on this acknowledgement_ Lessee's
facsimile signature shall be considered binding as an original.
Dated this day of
.2018.
DLL Goff 4095 (5115) Page 1 of 1
THE VILLAGE OF NORTH PALM BEACH, FLORIDA
Lu
WQ`
�
Lesse
u,
N I—
C
V) �
L9
Authorized S@-natuT
A-ry A R- C..,. -k _&a 1
N
I
J+t�ii !-. t�ArJQ 1. 14171P
I Print Name TItle
DLL Goff 4095 (5115) Page 1 of 1
Lease Agreement S081027 Lessor: DLL Finance LLC
Number:
Lessee: THE VILLAGE OF NORTH PALM BEACH, FLORIDA
Date: 8/8/2018
This Master Maintenance Agreement (the "Agreemenfj relates to all Equipment. as defined in the Lease Agreement identiped above
behvoen the Lessee and Lessor identified above (the'Leasej. All capitalized terms shall have the meanings ascribed to them In the Lease.
Lessee agrees as tollom with respect to each ilem of Equipment which is negssred to be returned
1. RETURN OF EQUIPMENT. Notwithstanding aoylhfng to the contrary contained in the Lease and in addition to the tams and conditions
contained therein and herein, Lessee shall, at Lessees sale cost and expense, return all, but not less than all, of the Equipment described
the Lease to Lessor, or its designee Immediately upon the expiration of the Term of the Lease pursuant to the terms and conditions
contained In the Lease and vAlh respect to each item of Equipment, as applicable, the following must be true:
(A) All safety equipment must be in place and meet applicable federal, stale and other governmental standards.
(B) All Wndsaeens. covers and guards must be len place with no sheat metal, plastic, or cowling damage.
(C) All pans, pieces, components and optional equipment must be present, installed and operational. AN accessories that
accompanied the units and/or were subject to the Lease, including wllhoui limitation battery chargers, GPS equipment,
diagnostic and tuning equipment shall be returned in proper oder. Upon request of Lessor, all maintenance records and
manuals related to the Equipment.
(D) All motors shag operate $moodily without overheating and steal have good bearings and bushings.
(E) All electronic controls shall operate pet manulacturees specifications. Controls Mich bypass normal operations shag be
repaired at Lessee's expense.
(F) All electrical systems shall be able to provide electrical output as specified by tt*nArhifachurer,
(G) Ail batteries snail be in goad, safe operating condition vlth no dead cells or cracked cases. flatteries should hold a cha(ga
and provide adequate power to operate The equipment,
(H) All Equipment shall have serrvieeablo broke$ and Wes (retainhry proper air pressuro, and without repair patches) and the
wheels shalt nor be denied and/or bent.
(1) All oil and grease seals must contain rubrication In the manufacturers designed reservoir.
(J) All Equipment must have a relalively clean appearance.
(K) All Equipment shall be free from excessive wear necessitating major component repair or replacement caused by lack of
recommended maintenance as detailed in customer operato mwainlenance manual furnished with each Item of equipment.
(L) AN Equipment shag be free Iron structural damages and/or bent Names.
(M) AN Equipment atlaGxnenls, t any, must be in good Condition.
2. RETURN PERFORMANCE. Each item of Equipment must be able to complete the following 113t5,
(A) Operate normagy in forward and reverse directions through all the speed ranges or gears.
(B) Steer normally both right and left in bah forvrard and reverse.
(C) Have all ft WI= and cantrds work in normal manner.
(D) Be able to stop with its service brakes in a safe distance in both forward and reverse.
(E) Operates without leaking any fluids.
(F) Perform its designed functions in a satisfactory manner.
Nahvilhstanding the above. U the total cost of the repairs for all items or Equipment subject to a Lease Is less than $100, Lessor %vlll not
bol Lessee.
3. REPAIRS I REQUIRED PURCHASE. If, in the Lessors sole judgment, any Rem OF Equipment is damaged or does nor meet the
standards set forth above, of if Lessee falls to discharge Its obligatlons set forth above vrilh regard to any item of Equipment, Lessee shall
pay to Lessor, Immediately upon demand, at Lessors election, (a) the amount which Lessor delennines vitt be necessary 10 return the
Equipment tolls required eondtfen and/or to replace missfng, damaged of non•perloming iters or equipmerl, of (b) Payments due aril to
become due under the terms of the tease, Taxes, his and charges due and to become duo uclorthe terms or Ute Lease, plus the residual
valve as Indicated in Lessors books and records associated vllh such item of Equ:pmenl.
4, MMCELLANECUS, Lessee agrees mat a copy of this Agreement bearing a signature of Lessee which was transmitted by facsimile or
printed from an electronic hie shag be admissible in any tegal proceeding as evidence of its contents and its execution by the paries in the
some manner as an original document.
DLL 4$21.3 Muni (05115) Page I of 1
-
Accepted by: DLL Finance LLC,
w
t�awu77
N Z
4J N
THE VILLAGE OF NORTH PALM BEACH, FLORIDA
z
N
AI: 8001 Birchwood Court. Johnston, IA 50131
Less
N1N a CSgatur I,,,.,, i
Aut "ed 7 grulu //
Print Name Title Dale
Print Name # TO pate
DLL 4$21.3 Muni (05115) Page I of 1
f61- VS3
dL{�
CUSTOMER AGREEMENT TO PROVIDE PHYSICAL DAMAGE INSURANCE
Date: 81812018
Lessee's Name THE VILLAGE OF NORTH PALM BEACH, FLORIDA_____
Address 501 U.S. HWY 1 City NORTH PALM BEACH State FL ZIP 33408
Lease Application g S081027 with DLL Finance LLC
I have entered Into the above Lease agreement under which I am responsible for providing insurance against ALL
RISKS of direct physical loss or damage for the actual cash value of the equipment described In the Lease Agreement,
"subject to common exclusions such as damage caused by corrosion, rust, mechanical or electrical breakdown, etc.
The minimum amount of coverage required by DLL Finance LLC ('DLL') Is $ 432 864.00
I Qll be providing my own physical damage Insurance coverage through:
Agent Andrew J. Cooper Phone: 407-445-2414
TO CUSTOMER'S INSURANCE AGENT
I hereby instruct you 10 add DLL Finance LLC as a payee through a Lender's Loss Payable Clause which is a clause that
provides that any acts of the Lessee will not void the policy as to the Lender.
To my existing policy number PRM017-004 with Public Risk Management of Florida
which now provides the coverage required, or
To a policy which you are authorized to Issue in my name which will provide the coverage required.
DLL Finance LLC must be given written notice within 30 days of any cancellation or non -renewal. It is also understood and
agreed that a breach of the Insuring conditions by the Lessee, or any other person, shall not invalidate the insurance to DLL
Finance LLC.
PLEASE FORWARD A COPY OF THE POLICY, ENDORSEMENT, OR CERTIFICATE EVIDENCING COVERAGE TO DLL Financo
LLC, P.O. BOX 3000, JOHNSTON, IA 50131.0300. FAX: 516.334-5831 OR CALL 800.863.3660.
C„LEASE ATTACH A COPY OF THIS NOTICE TO THE PROOF OF INSURANCE,
1CKNOWLEDGEMENT OF LESSEE: I acknowledge that copies of this document sent to DLL are for Information
purposes only. I am responsible for notifying my agent of my obligation to obtain pnysical aamage insurance.
I understand I am responsible for Insurance coverage for personal liability or property damage caused to others.
Andrew J.Cooper
Andy—Cooper@wrmlic.com
+r
lnwraffAApaefs ame Agents V-44 Aftass
range407-445-2414 _ 407-445-2868
SVseS AOdms Q Agenl a RA FAQ s Fix Hu et.
FL 32801 ;►:
ty swe ?,Acoae
OLL 4334.1- poll (Fax) (02113) Page 1 of 1