MASTER LEASE AGREEMENT
Master Lease Agreement
Mears Motor Leasing and City of Clearwater
10/1/2008 through 9/30/2013
This Master Lease Agreement ("Agreement") is made this 18th day September,
2008 between the Bancorp bank d/b/a Mears Motor Leasing,acofl)Oration having its
principal place of business at 3905 El Rey Road, Orlando,Ft, ("Lessor"), and the City of
Clearwater, FI. a municipal corporation established under the laws of the State of Flolida,
("Lessee").
. 1. Equipment GrQUP
The estimated cost of the vehicles and equipment to be funded by Lessee under this
Agreement is as follows: .
Fiscal Y car Amount
08-09 $4,000,000
09-10 $5,300,000
10-11 $5,400,000
11-12 $4,800,000
12-13 $6,000,000
TR8 Laes@e agr8@/s tg~a"iHI. J;R~iRil11J;R pgRGipQI ~'ltGtLUH~ill~ n'~O"IAt "'itl- 1~ ~
LtDSSf6f fiftaeR milliuR 9911avs ($ 1 5,OQQ,OOO.OO) at any g-i'/t\lA timt. V~
The Lessee agrees not to exceed a principal outstanding amount with
Lessor of fifteen million dollars ($15,000,000.00) at any given time
2. Lease. Possession and Use
Lessor hereby leases the equipment and vehicles to Lessee upon tenns an_d_..
conditions set forth herein.
Lessee shall have quite use and enjoyment of and peaceably have and hold
equipment and vehicles during the related lease term.
3. Term
This agreement shall be in effect from October 1, 2008 until September 30,2013.
This agreement may be renewed with the mutual consent of both parties for
additional periods of time.
4. RentalPavment
Le$see agrees to pay the quarterly rental payments due as specified in the
amortiZation schedule of each draw. The due dates for payments will be January 1 S\
April 1st, July 1st and October 1 Sl of each year.
The interest rate for each draw will be determined on the day the Lessee requests
a draw from the Lessor. The l..essor will use the appropriate 3-year or 5-year CMT
indexed rate from the table submitted in the Lessor's bid response.
5. Option to.Prevav
Lessee shall have the option to prepay its obligations under this Agreement
without any prepayment penalty.
6. Risk of Loss
To the extent permitted by applicable laws of the State of Florida as between Lessor
and Lessee, Lessee assumes all risks and liabilities from any cause whatsoever, whether
or not covered by insurance, for loss or damage to any Equipment or Vehicles and for
injury to or death of any person or damage to any propetty.Lessee hereby assumes since
Lessor's sole responsibility in connection with this transaction is to provide an amount
equal to the principal portion of the lease Payments to pay costs of the acquisition and
lease of the Equipment and Vehicles, the parties intend that Lessor incur no liability, cost
ot expense with respect to Lessee's possession, use operation of the Equipment or
Vehicles. Accordingly, Lessee agrees to the extent pennitted by law to indemnify Lessor
against, and hold Lessor harmless from, any and aU claims, actions, proceedings,
expenses, damage or liabilities, including attorney's fees and coutt costs, arising in
connection with Lessee's negligence in the selection, purchase, delivery, installation,
possession, use, operation, rejection or return and recovery of claims under the City's self
insurance program. Further, as a governmental entity, the City of Clearwater is subject to
SS768.28, Fla. Stat. NNhing in this paragraph or this Agreement shall be interpreted to
alter or modify the provisions of that statute nor the doctrine of sovereign immunity as
applies to the City of Clearwater.
7. Destruction of Equipment
Lessee shall provide a complete written report to Lessor within thirty (30) days of
any loss, theft, damage or destruction of any Equipment or Vehicles and of any
significant accident involving any Equipment or Vehicles. Lessor may inspect the
Equipment or Vehicles at any time and from time to time during regular business hours,
with reasonable notice. If all or part of the Equipment or Vehicles is stolen, lost,
destroyed or damaged beyond repair Lessee shall, within thirty (30) days after such
event, at Lessee's selection and expense, either repair the damaged Equipment or
Vehicles or pay the remaining principal balance due on the damaged Equipment or
Vehicles plus interest from the last payment. Lessee shall notify Lessor of which courSe
of action it will take within 15 (fifteen) days after the loss occurrence. If the Lessee fails
to notify Lessor, Lessor may declare the prepayment price of the damaged equipment or
vehicle to be immediately due and payable.
8. Taxes
The City makes no declaration as to the tax status of the lease purchases and
whether or not the lease purchases are bank qualified. However, if requested, the City
will cooperate with the process and provide all information that is readilyavaiJable.
9. ..Ii!!!
During the lease term, ownership and legal title of all Equipment and Vehicles
and all replacements shall be in the name of the Lessee. Lessor does not own Equipment
or Vehicles and by this agreement is merely financing the acquisition of the Equipment
and Vehicles for Lessee. Lessor has not been in the chain of title of the Equipment and
Vehicles, does not operate, control or have possession of the Equipment and Vehicles and
has no control over the Lessee or Lessee's operations.
Lessee agrees to keep Equipment and Vehicles free and clear of all claims, liens
and encumbrances except those resulting from the agreements or acts of Lessor and not
resulting from the Lessee's failure to perform its obligations under this Agreement.
Lessee agrees not to claim any income tax deduction for depreciation with respect to the
Equipment and Vehicles or to file returns or reports with any taxing authority in which it
claims or implies ownership of any item.
10. Security Interest
Lessor and Lessee agree that this Agreement does not result in the creation of any
lien, charge, security interest or other encumbrance upon the Equipment and VehicIesor
any other asset of Lessee.
1 LSelection of,E~uipment and Vebicles
Each vendor and all Equipment and Vehicles have been selected by Lessee.
Lessor shall have no responsibility in connection with the selection, ordering or delivery
of the Equipment or Vehicles.
12. Atceptanceof Equipment
Upon delivery of the equipment and Vehicles, Lessee's personnel shall inspect the
Equipment and Vehicles. The Lessee shall bundle the invoices from the
equipment/vehicle provider and shall submit them quarterly to the Lessor. Upon
receiving the equipment/vehicle invoices the Lessor shall reimburse the Lessee for the
payment of the invoices within two business days.
13. Locations and Use of Equipment and Vehicles
The equipment and vehicles will be used primarily within the boundaries of
Pinellasand Pasco Counties, Florida. However, at the discretion of lessee, the
EquipmentlVehicles may be used outside the county for the purposes such as travel or
mutual aid.
Lessee covenants and warrants that during the period that any equipment/vehicles
is leased to lessee, the equipment/vehicle will at all times be used and operated in
compliance with the laws, regulations, and orders of any city, county, state or other
legislative administrative, orjudicialbody or officer having the power to regulate or
supervise the use or operation of the EquipmentlVehicle. Lessee shall not install or use
the Equipment/Vehicles in such manner or in such circumstances that any part of the
Equipment/Vehicles is deemed to be an accession to other personal property or deemed
to be real property or a fixture thereon.
14. Maintenance
Lessee shall, at its own expense, maintain the equipment/Vehicles in proper
working order. The Lessee reserves the right to perform routine maintenance while the
Equipment/Vehicles are inactive service. Maintenance shall be accomplished by
outside vendor or inhouse maintenance personnel.
15. Non-Appropdations
In the event no funds or insufficient funds are appropriated and budgeted in any
fiscal year for lease charges under this Agreement, then the lessee shall immediately
notify Lessor of such an occurrence and the Agreement shall terminate on the last day of
the fiscal period for which appropriations were received without penalty or expense to the
Lessee of any kind whatsoever, except to lease charges or portions of lease charges
herein agree upon for which funds shall have been appropriated and budgeted or are
otherwise available. In the event of such termination, the City of Clearwater agrees to
peaceably surrender possession of the Equipment and Vehicles to Lessor at a location
within PineIlas County, Florida, mutually agreeable to both parties on the date of such
termination. Lessor shall have all legal and equitable right and remedies to take
possession of the Equipment and Vehicles.
Notwithstanding the forgoing, Lessee agrees (1) that it will not cancel the
Agreement if any funds are appropriated to it, or by it for the acquisition, retention. or
operation of the equipment and vehicles or other equipment performing functions similar
to the leased vehicles for the fixed period in which such termination occurs on the next
succeeding fiscal period thereafter, and (2) that lessee shall not, during the term of the
Agreement, give priority in the application of funds to any other functionally similar
equipment or vehicles. This paragraph shall not be construed so as to permit Lessee to
terminate the Agreement to acquire any other equipment /vehiclcs or to allocate directly
or indirectly to perform essentially the same applicable for which the leased vehicles are
intended.
16, Assienment
The Lessor will not assign, transfer, conveyor otherwise dispose of the
Agreement or any part thereof, or of its right, title or interest therein, or its power to
execute the Agreement or any amendment or modification hereto, to any person,
company or corporation, without prior written consent of the Lessee or his representative
shall be considered an assignment.
17. Insurance
The lessee is covered under a program of self-insurance. The Lessee will provide
to the l..essor a letter or other document from its insuring authority evidencing the
existence of the continuing self-insurance program covering the Equipment/Vehicles
under the Agreement.
18. (;Qvernine Law
The Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Florida; The Agreement shall be deemed to have been
made in PinellasCounty, Florida regardless of the order in which it is executed.
19. Litieation
Lessor and Lessee agree that any action or suit in connection with the Agreement
shall be brought only in a court of record in Pinellas County, Florida, the parties
consenting to the jurisdiction of each thereof, and service of process may be made on the
other party by mailing a copy of notice under the Lease.
20. Severability
The terms and conditions of this Agreement shall be deemed to be severable.
Consequently, if any clause, term, or condition hereof shall be held to be illegal or void,
such determination shall not affect the validity or legality of the remaining terms and
conditions, and notwithstanding any such determination, this Agreement shall continue in
full force and effect unless the particular clause, term or condition held to be illegal or
void renders then balance of the Agreement to be impossible of performance.
21. Construction
Language in all parts of this Agreement shall be construed asa whole according
to its fair meaning. The parties agree that this Agreement is the product of joint
authorship, and in the event of any ambiguity, the Agreement shall not be construed
against any party.
22. Captions
The captions and hearings used in this Agreement are for the convenience and
means of reference only and shall not be used to construe, interpret or limit the terms of
the Agreement.
23. Notices
All written notices given under this Agreement or by law, must or may given by
either party, must be in writing, and must be given by personally delivering or mailing
the same by registered or certified mail/return receipt requested to the respective parties
as follows:
James Hartman, Vice President
Mears Motor Leasing
3905 El Rey Road
Orlando, FL 32808
Phone: 407-298-2982
Fax: 407-578-4924
Margaret Simmons, Finance Director
City of Clearwater
PO Box 4748
Cleanvater, FL 33758-4748
Phone 727-562~4538
Fax 727-562-4532
With a copy to:
With a copy to:
Joanne Cornier, Government Specialist
Mears Motor Leasing
3905 EI ReyRoad
Orlando, FL 32808
Clem Veticker, Debt Manager
City of Clearwater
PO Box 4748
Clearwater,rL 33758-4748
24. Amendment of the Aereement
This agreement may be amended during its term by mutual writer agreement of
the parties.
25. Bindine: Etlect
This Agreement shall be binding upon and shall inure to the benefit of Lessor and
Lessee and their respective successors and assigns.
26. Default
In the event of default by lessee, Lessor's sole remedy shall be to sue for
compensatory damages, which Lessee agrees to pay and which are hereby agreed to be
any accrued and unpaid rental payments as of date of default provided that in the event
that Lessee voluntarily retumsthe Equipment/Vehicles to Lessor, to a location specified
by Lessor in Pinellas County, Florida, at Lessee's sole risk, cost and expense and in
proper working order. Lessorshal1 not have any further remedies against Lessee.
27. Documents Comprisin~ ~2rQf;lment
This Agreement shall include this master lease Agreement as well as the
following documents which are incorporated herein by reference:
(a) City of CleatwaterRFP 32-08, attached hereto as Exhibit A
(b ) Lessor' s RFP Response, attached hereto as Exhibit B
Ifthere isa conflict between the terms of this Agreement and the above
referenced documents, then the conflict shall be resolved as follows: The terms of this
Agreement shall prevail over the other documents and the terms of the remaining
documents shall be given preference in their above listed order.
28.Document.~ Needed for a Draw
The Lessee will submit the following documents for a funding request:
(a) Written request for the amount of the funding signed by the
Finance Director or in their absence the Assistant Finance
Director. This request will include a statement that all items
have been reeei ved and paid for.
(b)
For vehicles:
copy of dealer invoice
For all others:
copy of vendor invoice
The Lessor will provide an amortization schedule for each draw request.
REMAINDER OF PAGE BLANK
IN WIT"N"ESS WHEREOF the parties have executed this Master Lease
Agreement.
LESSOR:
The Bankcorp Bankd/b/a
Mears Motor asing
\J. ~
LESSEE:
BY:.~~~P:~
'-----/ Frank V. Hibbard
Mayor
Approved as to form:
Attest:
kUl
Pam Akin
City Attorney
Cynthia E.Goudeau
City Clerk