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MASTER LEASE AGREEMENTThe anc � Bank JE FERSON !.EASING =CIA Finonciol sorvices of The Bancorp Bonk Master Lease Agreement Mears Motor Leasing and City of Clearwater 10/1/2013 through 9/30/2018 This Master Lease Agreement ( "Agreement ") is made this 19th day of September, 2013 between The Bancorp Bank d/b /a Mears Motor Leasing, a corporation having its principle place of business at 3905 El Rey Road, Orlando, FL ('Lessor "), and the City of Clearwater, FL, a municipal corporation established under the laws of the State of Florida, ( "Lessee "). 1. Equipment Group The estimated cost of the vehicles and equipment to be funded by Lessee under this Agreement is as follows: Fiscal Year Amount 2013 -2014 $6,341,000 2014 -2015 $4,811,110 2015 -2016 $4,228,420 2016 -2017 $3,929,090 2017 -2018 $5,418,390 ** At any lime, the dollar amounts for each Fiscal Year can be increased if needed, however, the total amount financed over the five years cannot exceed $24,728,010. 2. Lease, Possession and Use Lessor hereby leases the equipment and vehicles to Lessee upon terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and to peaceably have and hold equipment and vehicles during the related lease term. 1 3. Term This agreement shall be in effect from October 1, 2013 through September 30, 2018 This agreement may be renewed with mutual consent of both parties for additional periods of time. 4. Rental Payment Lessee 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 1st, April 1st, July 1st and October 1st of each year. The interest rate for each draw will be determined on the day the Lessee requests a draw from the Lessor. The Lessor 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 Prepay 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 property. 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 or expense with respect to Lessee's possession, use or operation of the equipment or Vehicles. Accordingly, Lessee agrees to the extent permitted by law to indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damage or liabilities, including attorney's fees and court 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 Section 768,28, Florida Statutes. Nothing in this paragraph or this Agreement shall be interpreted to alter or modify the provisions of that statue nor the doctrine of sovereign immunity as it applies to the City of Clearwater, 2 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 fifteen (15) 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 under the Internal Revenue Code of 1986, as amended. However, if requested, the City will cooperate with the process and provide all information that is readily available. 9. Title 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 the 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. 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 Vehicles or any other asset of Lessee. 11.Selection of Equipment and Vehicles 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.Acceptance of 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 3 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 Pinellas and Pasco Counties, Florida (the "Counties "). However, at the discretion of Lessee, the Equipment and Vehicles may be used outside the county for purposes such as travel or mutual aid. Lessee covenants and warrants that during the period that any Equipment and Vehicles are leased to Lessee: the Equipment and Vehicles 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, or judicial body or officer having the power to regulate or supervise the use or operation of the Equipment and Vehicles. Lessee shall not install or use the Equipment and Vehicles in such manner or in which circumstances that any part of the Equipment and 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 and Vehicles in proper working order. The Lessee reserves the right to perform routine maintenance while the Equipment and Vehicles are in active service. Maintenance shall be accomplished by outside vendors or in house maintenance personnel. 15. Non - Appropriations In the event that 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 agreed upon for funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, the Lessee agrees to peaceably surrender possession of the Equipment and Vehicles to Lessor at a location within Pinellas 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. Nothing herein should provide authority to the Lessor to forcibly repossess the Equipment and Vehicles. In the event the Lessor is able to dispose of the Equipment and Vehicles in an amount exceeding the amounts due hereunder, such excessive amount should be remitted to the Lessee in a timely manner. Notwithstanding the forgoing, Lessee agrees 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. 4 16.Assionment The Lessor will not assign, transfer, convey or 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 Lessor a letter or other document from its insuring authority evidencing the existence of the continuing Self - Insurance Program covering the Equipment or Vehicles under the Agreement. 18. Goveminq 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 Pinellas County, Honda regardless of the order in which it is executed. 19. Litigation 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 the written notice under the Lease by certified mail. 20. Severabiiity 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 as a 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 5 The captions and headings 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 be 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: Karrie -Linn Velms Mears Motor Leasing 3905 El Rey Road Orlando, FL 32808 Phone: 407- 253 -4505 Fax: 302- 791 -5705 With a Copy to: Judy Spewak, Lease Finance Manager Mears Motor Leasing 3905 El Rey Road Orlando, FL 32808 Jay Ravins, Finance Director City of Clearwater PO Box 4748 Clearwater, FL 33758 -4748 Phone: 727 - 562 -4538 Fax: 727 -562 -4535 Clement Vericker, Debt Manager City of Clearwater PO Box 4748 Clearwater, FL 33758 -4748 24.Amendment of the Agreement This Agreement may be amended during its term by mutual written agreement of the parties. 25.Bindinq Effect This Agreement shall be binding upon and shall insure to the benefit of Lessor and Lessee and their respective successors and assigns. 6 26. Default In the event of default by Lessee, Lessor's sole remedy shall be to sue for compensatory damages, 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 returns the Equipment and 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. Lessor shall not have any further remedies against Lessee. 27. Documents Comprising Agreement This Agreement shall include this Master Lease Agreement as well as the following documents which are incorporated herein by reference: (a) City of Clearwater RFP- 20-13, attached hereto as Exhibit A (b) Lessor's RFP Response, attached hereto as Exhibit B If there is a 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. Documents 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 his or her absence the Assistant Finance Director. This request will include a statement that all items have been received and paid for. (b) For Vehicles: copy of dealer invoice (c) For Equipment: copy of vendor invoice The Lessor will provide an amortization schedule for each draw request. Remainder of Page Intentionally Left Blank IN WITNESS WHEREOF the parties have executed this Master Lease Agreement LESSOR: The Bancorp Bank d/b/a Mears Motor Leasing ,„4,1•61-tAltrke- By Witriess LESSEE: By n ce Icos George N. Cretekos Mayor Approved as to form: City Attorney Attest: Xibeklit (IA cL- City Clerk 8