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HomeMy WebLinkAboutR-96-18RESOLUTION NO. ~ A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, APPROVING THE CLUB CAR GOLF CAR FLEET EQUIPMENT LEASE; AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN THE PROPOSED LEASE AGREEMENT, WHEN FINALLY APPROVED AS TO FORM AND CONTENT BY THE CITY ATTORNEY; PROVIDING FOR REPEAL OF RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sebastian, Florida deems it in the best interest of the Sebastian Municipal Golf Course to replace its golf car fleet by entering into a lease program with Club Car, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CiTY COUNCIL OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, as follows: ~ LEASE AGREEMENT. The City Council of the City of Sebastian, Indian River County, Florida, hereby agrees to enter into a Lease Agreement with Club Car, Inc. and Associates Commercial Corporation. ~ EXECUTION. The Mayor and the City Clerk of the City of Sebastian, Indian River County, Florida, are hereby authorized to sign, on behalf of the City, the Lease Agreement with Club Car, Inc. and Associates Commercial Corporation. ~ CONFLICT. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Section~ SEVERABILITY. In the event a court of competent jurisdiction shall hold or determine that any part of this Resolution is invalid or unconstitutional, the remainder of the Resolution shall not be affected and it shall be presumed that the City Council of the City of Sebastian did not intend to enact such invalid or unconstitutional provision. It shall further be assumed that the City Council would have enacted the remainder of this Resolution without said invalid and unconstitutional provision, thereby causing said remainder to remain in full force and effect. ~ EFFECTIVE DATE. This Resolution shall take effect immediately upon £mal passage. The Mayor Arthur L. Firtion Vice-Mayor Carolyn Corum Councilmember Louise Cartwright Councilmember Norma Damp Councilmember Ray Halloran foregoing Resolution was moved for adoption by Councilmember The motion was seconded by Councilmember and, upon being put to a vote, the vote was as follows: The Mayor thereupon declared this Resolution duly passed and adopted this _ffo_~ay 2 CITY OF SEBASTIAN, FLORIDA ATTEST: Arthur L. Firtion, Mayor Kathryn 1~. O I4alioran, CMC/AAE City Clerk (Seal) Approved as to Form and Content: Clifton A. McClelland, Jr. City Attorney TERMS OF PURCHASE OF CLUB CARS Purchase price for each new Club Car: Trade-in on each existing car: Payment per year for four (4) years after trade-in with first payment July 16, 1996: Balloon payment: Nominal Annual Rate: $ 2,995.00 $ 1,454.55 $ 267.80 $ 700.0o 5.93 % E~U'rPMENT LE~%SE-PURCHASE ~REEHENT Lessee: City of Sebastian 1225 Main Street Sebastian, FL 32958 Lessor: Associates Commercial Corporation 300 E. John Carpenter Freeway Irving, TX 75062 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in any Schedule "A" now or hereafter attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted pursuant to Section 3 hereunder and, unless earlier terminated as expressly provided for in this Lease, will continue until the expiration date (the "Expiration Date") set forth in Schedule "A" attached hereto (the "Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, equal to the amounts specified in Schedule "A." The Lease Payments will be payable without notice or demand at the office of Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule "A." Any payments received later than thirty (30) days from the due date shall bear interest at the rate of 5.93% per annum. This Lease is dependant on the Lessee making an appropriation in its budget each year for this Lease, and the Lessee may terminate this Lease at the end of any fiscal year without penalty on furnishing the Lessor written notice of such termination. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. 3. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Schedule "A" ("Equipment Location"). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment. Lessee will accept the Equipment as soon as it has been delivered and inspected. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (in the form provided by Lessor) upon delivery of the Equipment. 4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee. Lessor has not made, and does not hereby make, any representation, warranty, or covenant, express or implied, with respect to the merchantability, condition, quality, durability, design, operation, fitness for use, or suitability of the equipment in any respect whatsoever or in connection with or for the purposes and uses of Lessee, or as to the absence of latent or other defects, whether or not discoverable, or as to the absence of any infringement of any patent, trademark or copyright, or as to any obligation based on strict liability in tort or any other representation, warranty, or covenant of any kind or character, express or implied, with respect thereto. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any, expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the breach of any such manufacturer's warranty shall be against the manufacturer of the Equipment and not against Lessor. 5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised its purchase option as provided in Section 18 hereof, upon the expiration of earlier termination of this Lease pursuant to the terms hereof, Lessee shall, at its sole expense but at Lessor's option, return the Equipment to Lessor to any location in the continental United States designated by Lessor. 6. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for Lease Payments due under this Lease, Lessee will immediately notify Lessor or its assignee in writing of such occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriations have been received or made without penalty or expense to Lessee, except as to (i) the portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted and (ii) Lessee's other obligations and liabilities under this Lease relating to, or accruing or arising prior to such termination. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee on the date of such termination in the manner set forth in Section 5 hereof and Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. 2 7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee represents, covenants and warrants as of the date hereof and at all times during the Lease Term that Lessee is a municipal corporation organized under the laws of Florida. The Lessee operates a public golf course and the Lessee finds the use of the equipment is essential and necessary for the proper and efficient operation of the golf course. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment. Lessee shall comply with all laws, ordinances, insurance policies and regulations relating to the possession, use, operation or maintenance of the Equipment. CLUB CAR, INC., hereinafter referred to as "Club Car," at its expense, will keep the Equipment in good working order and repair and furnish all parts, mechanisms and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its permanent base will not be changed from the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment Location or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, or taxes when due, Lessor may, but need not, pay said charges or taxes and, in such event, Lessee shall reimburse Lessor therefor on demand, with interest at the maximum rate permitted by law from the date of such payment by Lessor to the date of reimbursement by Lessee. 12. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of the Equipment shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the 3 option of Lessor, will replace the same with like equipment in good repair. 13. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. 14. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment to the limits of the waiver of sovereign immunity, in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, may self-insure against any or all such risks. In no event will the insurance limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor or its assigns at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto and shall permit Lessor to participate and cooperate with Lessee in making any claim for insurance in respect thereof. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or (ii) sublet or lend the Equipment. Lessor may assign this Lease to third parties on written notification to the Lessee. 16. EVENT OF DEFAULT. The term "Event of Default" as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; or (iii) the discovery by 4 Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in any material respect. 17. REMEDIES. Upon the occurrence of any Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare an amount equal to all amounts then due under the Lease and all remaining pro-rated Lease Payments due during the fiscal year of Lessee in which the default occurs to be i~mediately due and payable; and (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same. 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on any Lease Payment date set forth in Schedule "A" hereto by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth in Schedule "B" opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. Ail notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing. 20. SECTION HEADINGS. Ail section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location. 22. DELIVERY OF RELATED DOCUMENTS. provide, as requested by Lessor, such information as are reasonably necessary transaction contemplated by this Lease. Lessee will execute or other documents and with respect to the 23. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Agreement. as of the /~ day of ~{~-~..~ , 1996. '.'.~ LESSEE: City of Sebastian Arthur L. Firtion, Mayor LESSOR: Associates Corporation By: Title: ATTEST: Kathry~/ M. O'Halloran, CMO/AAE (Seal) Approved as to Form: Clifton A. McClelland, Jr. City Attorney CLUB CAR, INC. hereby agrees to fulfill its obligations as established in this Agreement. CLUB CAR, INC. By: Title: 6 EQUIPMENT LEASE-PURCHASE AGREEMENT SCHEDULE DESCRIPTION OF EQUIPMENT: Eighty-six (86) new 1996 CLUB CARS® with PowerDrive® System 48m Electric vehicle power and operating system, equipped with Trojan T-il0 Batteries; H.D. Self-Adjusting Automotive Rack and Pinion Steering; Bench Seat; Virtually Indestructible ArmorFlexm Body; Extruded I-Beam Aluminum Frame; (4) Beverage Cup Holders; Built-in Ball and Tee Holders; (2) Storage Compartments; Scorecard & Pencil Holder; Safety & Etiquette Decals; Rear Fender Mud Guards; all freight charges, and additional equipment on each car as Canopy Top and Frame · Sweater Basket · Bagwell Protector · CLUB CAR Sandbucket Kits (2 per car) · Goodyear Power Rib Tires · I.D. Number Decals (2 per car) All new cars delivered will have canopy tops completely installed and all car will be delivered to the Sebastian Municipal Golf Course at no charge to the City of Sebastian (City). TRADE-INS: The City of Sebastian shall trade in eighty-six (86) used club car golf carts in the City's present fleet. Ail trade-ins shall be on an "as is" basis. Each trade-in shall include one (1) charger per car. The City shall be allowed a credit of One Thousand Four Hundred Fifty-Four Dollars and Fifty-Five Cents ($1,454.55) for follows: each car which it trades in up to a total of eighty-six (86) cars. CLUB CAR shall furnish sixty (60) good late model used CLUB CARS to use for the City's current season until the new cars are delivered. The City will pay CLUB CAR the sum of One Dollar ($1.00) for such rental. The city must pay the freight to transport the sixty (60) cars to the City's golf course. The freight will be Fifty-Nine Dollars ($59.00) per car. FACTORY SERVICE SCHOOL: CLUB CAR offers a Factory Technical Training Seminar for those employees connected with golf car operation and is held at the CLUB CAR manufacturing facility in Augusta, Georgia. The only cost to the City is the attendee's transportation to and from Augusta, Georgia and for any personal incidental expenses. The school is directed by a professional educator and will help provide the attendee with an excellent knowledge of the golf car. Also, CLUB CAR offers a "Golf Management Seminar" for the golf professional, or Club Manager, that will enhance their overall management skills of the golf car fleet. In addition, attendance will provide recertification points toward the Class "A" PGA Membership for the golf professional. Also CLUB CAR-East Florida provides a Field Service School on a periodic basis. FREE GAS RANGER CAR: Upon the execution of this Lease by the City, CLUB CAR will transfer title to the city without any additional consideration a free Gas Ranger Car equipped with a Lexan windshield and three (3) sided enclosures which shall become the property of the City. LEASE: The City will lease eighty-six (86) CLUB CARS commencing on or before June 16, 1996, on terms and conditions as follows: Term: Fifty (50) months. Rate Per Car Per Year: Two Hundred Sixty-Seven Dollars and Eighty Cents ($267.80) per year, payable on July 16 of each year commencing July 16, 1996 through the year 1999. Balloon Pavment: Seven Hundred Dollars ($700.00), which will be due at the end of the lease on July 16, 2000, for each car the Lessee elects to purchase. In the event the City elects to end the Lease at the expiration of any fiscal year of September 30, the City may terminate the Lease without penalty upon furnishing written notice to CLUB CAR and Lessor. The City will be liable for the pro-rated amount of any lease payment through September 30 during the fiscal year the Lessee terminates the Lease. Lessor shall pro-rate the lease payment according to the schedule shown on Schedule "B" for each car. If the City elects to purchase any or all CLUB CARS, the City may purchase such CLUB CARS by paying the balance due for such cars as shown on Schedule "B" on the date the City purchases the cars. city of Sebastian ~'~, InitiaLs Associates Commercial Corporation Club Car, Inc. initials lnitiaks