R01-026RESOLUTION NO. R 01-,.~;
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, APPROVING
THE AWARD OF A BID (NO. 022-2110-01/CJD) TO
MEARS MOTOR LIVERY CORPORATION, FOR THE
FOR THE LEASING OF SIX (6) NEW AND UNUSED
VEHICLES IN THE AMOUNT OF $32,400.00;
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE SAID CONTRACT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Procurement Services received and opened Bids for the above
project on January 3, 2001, and it was determined that Mears Motor Livery
Corporation of Orlando, Florida, was the most responsive bidder who met and exceeded
all specifications;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission of the City of Boynton Beach, Florida,
hereby approves the award of a bid for leasing of six (6) new and unused vehicles in the
amount of $32,400.00, to Mears Motor Livery Corporation of Orlando, Florida, and
authorizing the Mayor and City Clerk to execute a Contract between the parties, a copy of
which is attached hereto as Exhibit "A".
Section 2. That this Resolution shall become effective immediately.
PASSED AND ADOPTED THIS ~'~0 day of February, 2001.
~ce Mayor
Commissioner
Com~ssioner
January 2, 2001
MEARS
MOTOR
LEASING
Term of the Lease
The option to renew for two (2) additional (1) year periods would be based on current market
conditions at the time and any price increases from the manufacturers. Any monthly price
increases on new vehicles would be at the mutual consent of both parties.
Maintenan ce
The City would be responsible for any standard maintenance items not covered by the factory
warranty. (i.e. Oil changes, tires, balance and rotate tires, filters, etc.)
Special Conditions
A) Mileage Allowance - 2.000 per month, per vehicle, overmiles at. 12 cents per mile,
per vehicle
C) Replacement - Mears Motor Leasing will replace a vehicle where the security has
been compromised, per the commanding officer. The replacement would be a
comparable slightly used unit of mutual consent and still under factory warranty.
Limit two (2) vehicles per year.
D)
Financing
Billable costs 1) Overmileage
2) Excessive wear & tear (see standards of acceptance)
VEHICLES · EQUIPMENT · SALES
3905 EL REY ROAD, ORLANDO, FL. 32808 - FAX 407-578-4924 · PHONE 407-298-2982
VVWYV. M EARS LEAS I NG. COM
MEARS MOTOR LEASING
"STANDARDS OF ACCEPTANCE"
FOR LEASE RETURNS
When you return your vehicle, you will be required to cover the cost of "excessive wear and tear"
to the vehicle, damages and excess mileage. For your convenience, we have condensed the
description of the items for which you might be charged. All requirements specified in your original
lease contract must also be met.
GENERAL CONDITION
Vehicle must be structurally and mechanically sound.
EXTERIOR DAMAGE
Following are several types o£ exterior damage for which you are responsible when you turn in your
vehicle:
Dents over 1" in length or multiple dents or dings on trim components.
Bumper scratches or dents of any size. Most bumpers are not repairable.
General body damage, including dents, rested areas, chips or scratches longer than 1".
Windshield scratches, cracks, pits or chips and any broken windows.
Broken or dented grilles are not repairable.
Mismatched painting.
INTERIOR DAMAGE
You will be billed for any tears, cuts, holes, stains, or burns on any interior surface along with broken
moldings or missing accessories as described below.
LOST ACCESSORIES
Air conditioning units, AM/FM radios, cassette players, spare tires and similar accessories must be
intact and in good working order at the time of return. The cost of missing or damaged components
will be billed at fleet discount prices. Also, any damages caused to the surrounding dashboard panels
when the item was removed will be billed. If a cellular telephone was installed, holes remaining in
the carpeting must be repaired or the carpeting must be replaced.
TIRES
Tires with less than 4/32" tread or bald, cupped or mismatched tires will be replaced and billed to you
at manufacturer's fleet discount prices.
LESSEE'S SIGNATURE
SCHEDULE "A"
UNIT # DESCRIPTION AND SERIAL DELIVERY MILEAGE MATURITY
NUMBER DATE OUT DATE
ORIGINAL MONTHLY SECURITY & MILEAGE EXCESS
VALUE DEPRECIATION DAMAGE DEPOSIT ALLOWANCE MILEAGE
OF ORIGINAL PER MONTH CHARGE PER
VALUE MH,E
$ % $
MONTHLY LEASE
CHARGE MAINTENANCE SALES TAX TOTAL I,~&SE PAYMENT
$ $
NON-MAINTENANCE:
The Lessee will furnish at his own expense, tires, batteries, repairs and all maintenance unless they are covered
by the factory warranty service policy, and agrees that at termination of the lease period all five (5) tires will be
the same brand, type and size that came on the car and have a minimum of 4/32" tread left at the shallowest
groove.
This agreement is made this day of,.
Lessee's Name:
By: - ~
TITLE
PRINTED NAME OF PERSON SIGNING
LESSOR'S NAME:MEARS MOTOR LIVERY CORPORATION
PRESIDENT
JAMES C. HARTMAN TITLE
MASTER LEASE AGREEMENT
(Closed-End Municipal Lease with Imurance)
~v~uAi~S MOTOR LIVERY CORPORATION, a Florida corporation doing business as MEARS MOTOR LEASING, ("Lessor") with offices at 3905 E1Rey Road,
Orlande~ Florida 32808-7917 hereby agrees to lease to , ("Lessee") ~th offices at, . and Lessee hereby agrees to lease from Lessor, each vehicle (together with all
related accessories, a "vehicle" and collectively the "vehicles") described in each schedule now or hereafter executed by Lessor and Lessee referencing this lease
(individually a "Schedule" and collectively the "Schedules"). Each Schedule will incorporate this lease and will constitute a separate lease of the related vehicles.
I LEASE ONLY. The lease is one of leasing only, and Lessee will not have or acquire any right, title or imerest in or right to any vehicle other than the right to use
the vehicle in accordance with the terms of this lease.
2. VEHICLE ORDERING AND ACCEPTANCE. Lessee may request Lessor from time to time to order vehicles for lease hereunder in accordance with Lessor's
then lease order procedures. If Lessor accepts Lessee's request and orders a vehicle for lease hereunder, Lessee will promptly take delivery of the vehicle upon notice
from Lessor that the vehicle is available for delivery. The taking of delivery by Lessee ora vehicle will conclusively establish Lessee's acceptance of the vehicle for all
purposes of this lease. Subsequent to acceptance of a vehicle Lessor will provide Lessee a Schedule coveting the vehicle and indicating the applicable rent and certain
other matters relative to the vehicle in accordance with the prior agreement of Lessor and-Lessee respecting the vehicle. Lessee will promptly execute and return each
Schedule to Lessor.
3. TERM. The term of this lease as to a vehicle will commence on the date the vehicle is delivered to Lessee and will continue for the period specified in the
Schedule. unless terminated earlier as provided herein. Lassee's obligations, including the payment of rent for each momh or portion of a month a vehicle is retained,
will continue as to a vehicle until the vehicle is returned to Lessor following lease expiration. Lessee has no fight to retain a vehicle after lease expiration without
Lessor's consent and any such retention is a default under this lease.
4. RENT AND OTHER PAYMENTS. Lessee will pay Lessor amounts due Lessor hereunder at the location specified by Lessor, or will pay any of such amounts to
such other person and at such place as Lessor may from time to time designate on notice to Lessee. Pro rata rent on the basis of a 30-day month for the period from
delive .ry to the first day of the succeeding month if delivery is between the first (1st) and eighteenth (lSth) of a month will be due on delivery with the initial rent
payment due on the first (1st) of the month atler delivery. If delivery occurs afrer the eighteenth (lgth) of a month such a pro rata payment and the initial rent payment
will be due on delivery. Subsequent rent payments will be due on the first (1st) of each succeeding month up to and including the month during which the term expires
for the vehicle, Lessee surrenders the vehicle to Lessor pursuant to paragraph 14 below or the Settlement Value thereof becomes due in accordance with paragraph 13
or 18 below, whether or not Lessor has rendered an invoice for any such payment. Any other amounts due Lessor hereunder will be payable upon Lassce's receipt of
~'sor's invoice therefor. If Lessor incurs any expense in collecting amounts not paid when due (including, but not limited to, telephone, mailgram, facsimile and
phone charges and attorneys' fees), Lessee will reimburse such amounts to Lessor. Lessee will also pay Lessor a $25 service charge for each dishonored cheek or
R presented to Lessor to pay an amount due hereunder, a service charge of five percent (5%) of any payment not made within ten (10) days of the due date and
/rest on amounts not paid within ten (10) days of the due date at eighteen percent (18%) per year or at such lesser maximum default rate as may be set by law.
5 DEPOSIT. Lessee will have deposited or will deposit with Lessor any "Deposit" amount set forth in a Schedule. Lessor may, but will not be obligated to, apply
such amount to cure any default of Lessee hereunder in which event Lessee will promptly restore such Deposit amount to the flail amount originally deposited. Upon
thll performance by Lessee of all its obligations hereunder as to the applicable vehicle or, if an event of defanlt has then occurred, at such time as there is no event of
delkult hereunder, Lessor will return to Lessee any remaining balance of such Deposit amount.
6. UNCONDITIONAL NET LEASE; NO OFFSET; SURVIVAL. This lease is a net lease, and Lessee will not be entitled to any abatement of rent or other
payments due hereunder or any reduction thereof trader any circumstances or for any reason whatsoever. Lessee hereby waives any and all existing and future claims,
as offsets, against any rent or other payments due hereunder and agrees to pay such rent and other amounts as and when due regardless of any claim which may be
~-~serted by Lessee. Lessee by agreeing to make all payments under this lease without offset has not waived any fights Lessee may have to prosecute any claim against
Lessor in an action unrelated to this lease. This lease is terminable only as provided herein. The respective obligations of Leasor or Lessee will not be affected, nor will
Lessor have any liability whatsoever to Lessee, by reason of any failure or delay in delivery of any vehicles, any defect in or damage to or loss or destruction of any
vehicles from whatever cause, the prohibition of Lessee's use of any vehicles, the interference with such use by any govemmenL person or corporation, the invalidity or
unenforceability or lack of due authorization or other inftrmity of this lease, any lack of right, power or authority of Lessor or Lessee tO enter into this lease or any other
cause, whether similar or dissimilar to the foregoing, In no event will Lessor be liable for loss of profits or other consequential damages. The obligations and liabilities
of Lessee hereunder will survive the termination of this lease.
7. LESSOR'S DISCLAIMER OF WARRANTIES: FINANCE LEASE TREATMENT UNDER ARTICLE 2A AND WAIVER OF ARTICLE 2A AND SIMILAR
RIGHTS. LESSEE ACKNOWLEDGES THAT EACH VEHICLE IS OF A SIZE, DESIGN, TYPE AND MANUFACTURE SELECTED BY LESSEE, THAT
LESSOR IS NOT A MANUFACTURER THEREOF OR A DEALER THEREIN, THAT LESSEE LEASES THE VEHICLE AS-IS AND THAT ACCORDINGLY
LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY EXPRESS AGREEMENT, REPRESENTATION OR WARRANTY WITH RESPECT TO
THE VEHICLE AND FURTHER SPECIFICALLY DISCLAIMS ANY AGREEMENT, REPRESENTATION OR WARRANTY IMPLIED BY LAW, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, WITH RESPECT THERETO, 1T BEING AGREED THAT
ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. Lessee will make any claims as to a vehicle against the manufacturers or dealer or other appropriate third
parties. Lessor will execute and deliver such instruments as may be reasonably requested by Lessee to enable Le~s'efi to obtain such benefits. If Lessee obtains an
extended wan'amy or sermce contract on a vehicle through Lessor or otherwise, Lessee agrees that Lessor will have no obligation to provide the contemplated repairs
and services.
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LESSEE UNDERSTANDS AND AGREES THAT THIS LEASE WILL BE TREATED AS A "FINANCE LEASE" WITHIN THE PURVIEW OF ARTICLE 2A OF
THE UNIFORM COMMERCIAL CODE ("ARTICLE 2A") AND THUS UNDER LAW LESSEE WILL BE ENTITLED TO THE PROMISES AND WARRANTIES
,LE,SSOR RECEIVES UNDER THE CONTRACT EVIDENCING LESSOR'S PURCHASE OF A VEHICLE, INCLUDING ANY MANUFACTURER OR THIRD-
~TY WARRANTIES. LESSEE ACKNOWLEDGES THAT LESSOR HAS ADVISED LESSEE TO CONTACT AFRANCHISED DEALER FOR THE LINE
~KE OF A VEHICLE FOR A DESCRIPTION OF THOSE PROMISES AND WARRANTIES, INCLUDING ANY RELATED DISCLAIMERS OR
iITATIONS, INCLUDING OF REMEDIES. CONSISTENT WITH THE ASSUMPTION BY LESSEE OF ALL RISKS RESPECTING EACH VEHICLE AND
the TREATMENT OF THIS LEASE AS A "FINANCE LEASE," LESSEE WAIVES ANy RIGHTS, DEFENSES AND CLAIMS AGAINST LESSOR WHICH
RELATE TO A VEHICLE ARISING UNDER ARTICLE 2A OR SIMILAR APPLICABLE LAW.
8. LOCATION, INSPECTION AND USE. Lessee will permanently garage each vehicle in Lessee's possession and corarol at the garaging location indicated in the
Schedule, or at such other permanent garage location to which the vehicle may have been moved with the prior written consent of Lessor. Lessee will not remove a
vehicle from the state where then garaged for more than thirty (30) days or from the forty-eight (48) contiguous United States for any period without Lessor's prior
written consent Whenever reasonably requested by Lessor, Lessee will advise Lessor as to the exact location cfa vehicle. Lessor will have the right to inspect a
vehicle and observe its use during normal business hours, and Lessee will deliver a vehicle to a location designated by Lessor in reasonable proximity to the place
where the vehicle is then required to be permanently garaged for suer inspection. Lessee will insure that each vehicle subject to state safety inspection roles is
inspected when require& Each vehicle will at all times be used solely for commercial or business purposes, exclusive of~ransportation for hire, the carrying of
explosives or fissionable materials, legal racing or any other hazardous activity, and operated by duly lieensod drivers over the age of twenty-one (21) employed by
Lessee in a careful and proper manner and in compliance with all applicable laws, ordinsncus, rules and regulations, including weight limits, all conditions and
requirements of the policy or policies of insurance required to be carried by Lessee under the terms of this lease and all manufacturer's instructions and warranty
requirements. Any modifications or additions to a vehicle required by any inspection or other laws or insurance policy covering the vehicle will be promptly made by
Lessee at its own expense.
9. MAINTENANCE AND FACTORY RECALL. Lessee will have each vehicle maintained by Lessor or another qualified servicing facility in good repair..
condition and working order, will be responsible for all parts, mechanisms, devices and labor required to keep the vehicle in such condition and will be responsible for
all operating costs incident to the operation of the vehicle. In the event a manufacturer announces a recall campaign of which Lessee has knowledge for the repair
and/or replacement of defective parts, Lessee will promptly have tim relevant work performed on all affected vehicles by Lessor or a factory authorized dealer. Lessor
will send Lessee a copy of any manufacturer's notification received by Lessor indicating that a vehicle or any part attached thereto has a potential defect or other
possibly unsafe condition. Lessee waives additional notices from Lessor regarding the same possible defect or other possibly unsafe condition for all other vehicles of
the same type to which a prior notification pertains. Lessor has no further obligation with respect to any manufacturer's recall campai~.
10. ALTERATIONS. Without the prior written consent of Lessor, Lessee will not make any alteration, additions or improvements to a vehicle which detract from its
economic value or function utility, except as may be required pursuant to paragraph g. All additions and improvements of whatsoever kind or nature made to a vehicle
which cannot be removed without damaging ' ' ......
such vehicle s econormc value or funoaonal utility will be deemed accoss~ons thereto, will belong to and immediately
~-eome the property of Lessor and will not be removed therefrom.
TITLING AND REGISTRATION. Each vehicle rifled in Florida will be titled and registered by Lessor. Each other vehicle will-at all times be rifled and, except
ere not required under applicable law, registered by Lessee, at its own expense and as Lesso~s agent and attorney-in-fact with full power and authority to register
(but without power to affect rifle to) such vehicle, in suer manner and in such jurisdiction or jurisdictions as Lessor will direct. Lessee will promptly notify Lessor of
any necessary or advisable retitling and/or re-registration cfa vehicle in a jurisdiction other than one in which such vehicle is then rifled and/or registered. Any and all
documents oftlfle will be furnished or caused to be furnished Lessor by Lessee within sixty (60) days of the date any rifling or retitling is directed by Lessor.
12. INSURANCE. Lesseewi~rocureandmaintainf~reachvehi~e(a)standardaut~m~bi~epr~pertydamageinsuran~e~veringfire,theft~cu~isi~nand
comprehensive risks against loss of or damage to the vehicle from any cause whatsoever for not less than the full replacement value thereof (with a deductible amount
not in excess of $$00) naming Lessor and/or its designee as loss payee and Co) public liability and property damage insurance with (1) a combined single limit of
liability of not less than $500,000 per occurrence or (2) limits of not less than $100,000 covering one person for any single occurrence, not less than $300,000 coveting
more than one person for any single occurrence, and at least $50,000 for proper~y damage or (3) such greater limits as Lessor may from time to time reasonably require
upon notice to Lessee, naming Lessee as a named insured and Lessor as an additional insured. All 15 passenger vans are required to carry a combined single limit of
liability of not less than $500,000 per occurrence. All such insurance must be in a form and with insurance companies approved by Lessor, must provide at least thirty
(30) days advance written notice to Lessor of cancellation, non-renewal, change or moditication in any term, condition or amount of protection provided therein, must
provide full breach of warranty protection and must provide that the coverage is "primary coverage" for the protection of Lessee and Lessor notwiff~anding any other
coverage canqed by Lessee or Lessor protecting against similar risks. Lessee will assure Lessor's receipt of an original policy or certificate evidencing .~uch coverage.
In the everR of an assignment of this lease by Lessor of which Lessee has notice, Lessee will cause such insurance to provide the same protections to such assignee as its
interests may appear. The proceeds of such insurance, at the option of Lessor, will be applied toward (1) the repair of the applicable vehicle, (2) payment due under
paragraph 13, or (3) payment of any other obligations of Lessee to Lessor. Lessee hereby appoints Lessor as Lessee's attorney-in-fact with full power and authority to
do all things, including but not limited to making claims, receiving payments and endorsing documents, necessary to make claims and secure payments due under any
policy required hereby. In the event of a projected cancellation or a change of coverage not conforming to these standards, Lessee will procure appropriate substitute
coverage not less than ten (10) days prior to the date of cancellation' change or modification. Lessee will also pay Lessor a $25 service charge for any notice of
cancellation Lessor processes. Lessee will notify the applicable insurance cartier and Lessor within two (2) business days of any occurrence which may be the basis of
a potential claim under any such policy and provide the insurer and Lessor with all data requested pertinent to such occurrence. THE VALID AND COLLECTIBLE
LIABILITY INSURANCE AND PERSONAL IN,JURY PROTECTION OF ANY AUTHORIZED RENTAL OR LEASING DRIVER IS PRIMARY FOR
THE LIMITS OF LIABILITY AND PERSONAL INJURY PROTECTION COVERAGIg REQUIRED BY §§ 324.021(7) AND 627.736 FLORIDA
STATUTES ....
13. LOSS AND DAMAGE. Lesseeassumesth~risk~f~~ss~rdamag~t~avehic~e,and~exceptaspr~videdinIhisparagraph~n~sucheventwi~~affecttheduties~f
-*he, parties under this lease. Ifa vehicle is lost, stolen, damaged, confmcated, destroyed or otherwise rendered incapable of being in service, Lessee will notify Lessor
~eof within five (5) business days. If the vehicle has been damaged, Lessor determines the vehicle is repairable and Lessee's insurer does not declare the vehicle a
d loss, Lessee will cause the repairs to be made by Lessor or another qualified repair facility approved by Lessor, and upon receipt of proof of the making thereof
.sot will reimburse Lessee's repair costs up to the amount of any insurance proceeds Lessor receives under any insurance Lessee maintains hereunder with any excess
being applied as contemplated in paragraph 12. If Lessor determines the vehicle is not reasonably repairable, Lessee's insurer declares the vehicle a total loss or any of
the other events specified in the second preceding sentence occurs, Lessee will pay Lessor the "Settlement Value" of the vehicle set forth in paragraph 14. Upon such
payment this lease will terminate as to such vehicle and Lessee or Lessoe's insurer will be entitled thereto AS-IS, WHERE-IS.
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14. EARLY TERMINATION SETTLEMENT. At anytime a.tier twelve (12) months from delivery cfa vehicle Lessee, upon not less than ten (10) days prior notice
to Lessor and provided the lease is not in default, may surrender such vehicle to Lessor at Lessors office address shown above or at a location mutually agreed upon by
~the parties for sale by Lessor as more fully set forth below. Lessee shall so surrender a vehicle at expiration of the lease with respect thereto.
~wing such surrender Lessor will sell the vehicle through Lessor's standard wholesale sales procedure for the highest bona fide bid received and open at time of
provided that Lessor may choose alternatively to retain the vehicle. Lessor may move the vehicle from the location where surrendered to any other location,
~inclUding to Lessor's office location shown above where the vehicle is returned to another location, Lessor deems advisable end/or clean and repair the vehicle in
connection with such sale in Lessor's sole discretion.
If the amount received by Lessor on account of such sale or the highest bona fide bid received and open at time of crediting where the vehicle is retained by Lessor, as
appropriate, net in either instance of a handling charge of $150 and Lessor's cost of sale, including sales commissions and costs of cleaning, repairing or transporting the
vehicle is less than the vehicle's then Settlement Value, Lessee will pay Lessor the deficiency. Lessor will retain any excess proceeds. The Settlement Value cfa
vehicle will equal the sum of(a) all amounts then owed by Lessee to Lessor, (b) the then undepreciated balance of the "original value" of the vehicle set forth in the
Schedule calculated in accordance with the Financial Accounting Standards Board's Standard No. 13 utilizing the original value, term, rent (excluding taxes and
maintenance charges) and depreciated value at lease expiration and (c) the remaining portion of the sam of two (2) such rent payments amortized on a straight line basis
over the lease term considering only full months elapsed.
NON-APPROPRIATIONS - Inthe event no funds or insufficient funds are appropriated and budgeted in any fiscal year for lease charges under this Agreement, then
Lessee shall immediately notify Lessor or it assignee of such occurrence and this 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 as to lease charges or portions of lease charges herein agreed upon for which
funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees to peaceable surrender possession of the
lease vehicles to Lessor or its assignee on the dale of such termination, Lessor shall have all legal and equitable rights and remedies to take possession of the
Equipment.
Notwithstanding the foregoing, Lessee agrees (1) that it will not cancel this Agreement under the provisions of this Addendam if any funds are appropriated to it, or by
it, for the acquisition,, retention, or operation of the leased vehicles or other equipment performing functions similar to the leased vehicles for the fiscal period in which
such termination occurs or the next succeeding fiscal period thereafter, and (I1.) that Lessee shall not, during the term of this Agreement, give priority in the application
of funds to any other functionally similar equipment. This paragraph shall not be construed so as to permit Lessee to terminate this Agreement to acquire any other
eqmpment or to allocate funds directly or indirectly to perform essentially the same application for which the leased vehicles are intended.
LEASE EXPIRATION. At lease expiration as to a vehicle Lessee will surrender such vehicle to Lessor at Lessor's office address shown above or at a location mutually
agreed upon by the parties. When a vehicle is returned, it will be in good operating order and appearance with all manufacturer recommended servicing having been
_performed and will be saleable at wholesale without deduction for condition. Lessee will pay Lessor any amounts it would take, based upon the good faith estimate of a
lifted repair person or facility Lessor obtains, to put the vehicle in this condition. The most common items of repair or roplacement for which Lessee might be
ility are any of the tbllowing which would detract fromthe vehicle's wholesale value: (a) repair of(l) inoperative mechanical paa'/s including power accessories; (2)
ts. scratches, chips or rusted areas or series of these onthe body, (3) mismatched paint or any mark left by special identification; (4) cracks, scratches, pits or chips
~,, uae windshield, broken windows or inoperative window mechanisms or broken headlight lenses or sealed beams; (5) bumper dents or scratches through the chrome or
bumpers; (6) broken grilles or dents in the grilles; (7) dents on other 1rim parts, including headlight and tail light bezels; and (8) seats, seat belts, headlining, door panels
or carpeting which is tom or damaged beyond ordinary wear and tear or burned; and (b) replacement of.' (l) any tire not part cfa matching set of 5 tires of equal quality
with the originally installed tires (or 4 with emergency "doughnut" spare) or tires with less than 1/$ inch of tread remaining atthe shallowest point; and (2) missing
parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, chrome stripping, rear vtew mirrors, radio and stereo components and spare tire.
Lessee recognizes that if the vehicle has suffered frame or other substantial damage or if its odometer has been inoperative or tampered with, even though the damage or
odometer may have been repaired, the value of the vehicle will be substantially less than the value of an identical vehicle which has not had frame or other substantial
damage or had an inoperative odometer or one which has been tampered with. Lessee's obligations include this difference. In addition to any excess wear-and-tear
assessment and any past due amounts which may be owing on lease expiration as to a vehicle, Lessee will also pay Lessor the excess mileage charge indicated in the
applicable Schedule for each mile in excess of the allowable mileage also indicated therein.
15. LESSOR'S PAYMENT. If Lessee fails to procure or maintain insurance as required herein, to pay any taxes, parking tickets or other assessments required to be
paid by Lessee or to perform any other obligation hereunder, Lessor will have the right, but will not be obligated, to effect such insurance, pay said assessments or
perfbrm such other obligations. In that event, Lessee will reimburse Lessor's cost thereof and pay Lessor a service charge of $25.
16. TAXES. As indicated in the applicable Schedule, anytax on the rent, as the tax amount may change, is due with the rent. If a vehicle if registered in Florida, the
rent includes the Florida tags, and the rent may be adjusted annually on notice to Lessee to anticipate any change in tag fees of over five percent (5%). Lessee will pay
when due or reimburse Lessor for any other official fees and laxes, excluding Lessor's net income taxes, imposed by any governmental authority in connection with tills
lease or the vehicles.
17. INDEMNIFICATION. Lessee agrees to indemnify, protect, defend and hold harmless Lessor from and against any and all liabilities, losses, damages, penalties,
claims, actions, suits, costs, expenses and dishursemenL% including cout~ costs and legal expenses, of whatever kind and nature, incurred by or asserted against Lessor
(whether or not also indemnified against by any other person) in any way relating to or arising out of this lease or the manufacture, purchase, ownership, delivery, lease,
possession, use, operation, condition, repair, return or other disposition of the vehicles. This indenmification includes vicarious liability and strict liability claims
respecting the vehicles, including strict liability claims arising out of events subsequent to the term hereof. Lessee~agrees to give Lessor, and Lessor agrees to give
Lessee, notice of any claim or liability hereby indemnified against within two (2) business days of lesming thereof.
DEFAULT AND REMEDIES.
Any of the following will constitute an event of default hereunder: (1) Lessee's failure to pay when due any rent or other amount due hereunder, which failure
:inues for ten (10) days after the due date thereof; (2) Lessee's default in performing any other obligation, term or condition of this lease or any other agreement
between Lessor and Lessee or default under any agreement providing security for the performance by Lessee of its obligations hereunder, provided such default
continues for more than ten (10) days, except as provided in (4) below; (3) any writ or order of attachment or execution or other legal process being levied on or
charged against any vehicle as a result of Lessee's conduct and not being released or satisfied within ten (10) days; (4) Lessee's failure to comply with its obligations
under paragraph 12 or any attempted assignment of Lessee's interest in this lease or to a vehicle in violation of pa~tgraph 21; (5) death or judicial declaration of
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incompetency of Lessee, if an individual; (5) the/'ding by Lessee cfa petition under the Bankruptcy ACt or any amendment thereto or under any other insolvency law or
law providing for the relief of debtors, including, without limitation, a petition for reorganization, arrangement or extension, or the comm/ssinn by Lessee of an act of
~ b ,~ar~cruptcy, (7) the filing against Lessee of any such petition not dismissed or permanently stayed within th/ny (30) days of the fd/ng thereo~ (8) the voluntary or
)luntsry making of an assignment of a substantial portion of its assets by Lessee for the benefit of creditors, appointment cfa receiver or trustee for Lessee or for any
,essee's assets, institution by or against Lessee or any other type of insolvency proceeding (under the Bankruptcy Act or otherwise) or of any formal or informal
:ceding for dissolution, liquidation, settlement of claims against or winding up of the affairs of Lessee, Lessee's cessation ofbnsiness activities orthe making by
~ ~_~ssee of a W, msfer of all or a material portion of Leasee's assets or inventory not in the ordinary come of business; (9) the occurrence of any event described in parts
($), (6), (7) or (8) hereinabove with respect to any guarantor or other party 1/able for payment or performance of th/s lease; (10) any cer~ficate, statement,
representation, warranty or audit heretofore or hereal~er furnished with respect hereto by or on behalf of Lessee or any guaramor or other party liable for payment or
performance of this lease proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or having omitted
any substantial contingent or unliquidated liability or claim against Lessee or any such guarantor or other party, (1 I) breach by Lessee of any other lease or agreement
providing financial accommodation under which Lessee or its property is bound or (12) a h-ansfer of effective control of Lessee, if an organizatior~
(b) Upon the occurrence cfa default Lessor may exercise any one or more of the following remedies:
(1) Lessor may sue for and recover all amounts then due hereunder and as they thereafter become due;
(2) As liquidated damages for the loss ofthe bargain and net as a penalty Lessor may declare due and payable a sum equal to the Settlement Value as to any
or all vehicles;
(3) Lessor may lake possession of any or all vehicles, without demand or notice, wherever same may be located, without any court order or other process of
law and without liability for any damages occasioned by such taldng of possessien;
(4) Lessor may demand any or all vehicles be returned to Lessor at a location contemplated in paragraph 14;
(5) Lessor may sell or otherwise dispose of any or all vehicles, whether or not in Lessor's pessessmn, in a commercially reasonable manner at public or
private sale and with or without notice to Lessee and apply the net proceeds of such disposal, after deducting all costs thereof, including, but not limited to, costs of
transportation, repossession, storage, refurbishing, advertising and broker's fees, to the Settlement Value of the respective vehicles, in which case Lessee will be liable
for any deficiency and Lessor will be entitled to retain any excess;
(6) Lessor may retain any repossessed vehicles and credit the reasonable value thereot~ after deducting all disposition-related costs incurred to the date of
crediting, to the Settlement Value of the respective vehicles, in which ease the same defieiancy and excess proceeds role will also apply,
(7) Lessor may terminate this lease as to any or all vehicles on notice to Lessee; and
(8) Lessor may pursue any other remedy at law or in equity.
No fight or remedy conferred herein is exclusive of any other fight or remedy conferred herein or by law, but all such remedies are cumulative of every other right or
remedy conferred hereunder or at law or in equity, by statute or otherwise, and may be exercised concurrently or separately from time to time.
19. LESSOR'S EXPENSES. Lessee will pay or reimburse Lessor for all costs and expenses, including repossession, vehicle disposition and court costs and attorney's
fees (including a reasonable fee for services of salaried counsel employed by Lessor), not offset against amounts recovered or credited as contemplated in paragraph 19,
inc, urred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the tenm, conditions or provisions hereof. This obligation includes the
~ment or reimbursement of all such amounts whether an action is ultimately fried and whether an action filed is ultimately dismissed.
ASSIGNMENT; LIENS. Without the prior written consent of Lessor, Lessee will not: (a) assign or otherwise Lransfer any of Lessee's rights or obligations under
this lease, (b) sublease or lend any vehicle to any party or transfer any other interest in a vehicle to any party or (o) permit a vehicle or this lease to be subject to any
lien, charge or encumbrance of any nature not created by Lessor. Consent to any of the foregoing prohibited acts applies only in the given instsnce and is not a consent
to any subsequent like act by Lessee or any other person. Lessee's rights hereunder are not assignable and cannot be assigned or transfeaxed by operation of law.
All rights of Lessor hereunder and in and to the vehicles may be assigned, pledged, mortgaged, transferred or otherwise disposed ot~ either in whole or in pa~ without
notice to Lessee but always, however, subject to the rights of Lessee under this lease. If Lessee is given notice of any such assignment, Lessee will acknowledge receipt
thereof in writing and will thereafter pay any amounts due hereunder specified in said notice as directed therein, In the event Lessor assigns this lease orthe rent due or
to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant
to any other agreement between Lessor and Lessee will excuse performance by Lessee of any provision hereof, it being understood that in the event of default or breach
by Lessor that Lessee will pursue any fights on account thereof solely against Lessor, that the rights of the assignee will be free of any claim or defense Lessee may
have against Lessor and that Lessee will not assert aguinst the assignee any claim or defense Lessee may have against Lessor. Without limiting the generality of the
foregoing, the rights of an assignee will not be affected by any claim Lessee may have against Lessor resulting from Lessor's rejection of the lease in a bankruptcy
proceeding or Lessor's interference with Lesses's quiet enjoyment of any vehicle. No such assignee will be obligated to perform any duty, covenant or condition
required to be performed by Lessor under the terms of this lease.
Subject always to the foregoing, this lease inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties
hereto.
21. ADDITIONAL DOCUME~ITS. If requested by a patty, the other party will procure and deliver to the requesting party such documems as the requesting party
may reasonably deem necessary or desirable in enunection with this lease. Without limiting the generality of the foregoing, Lessee will furnish Lessor (a) a fiscal year
end financial statement including balance sheet and profit and loss statement within one hundred twenty (120) days of the close of each fiscal year, (b) any other
information normally provided by Lessee to the public (c) prompt notice of any change in Lessee's name, organizational structure, ownership or financial condition and
(d) such other financial dsta or information relative to this lease and any vehicle as Lessor may from time to time request.
22. LESSEE'S WARRANTIES; SUBSIDIARIES. Lessee represents and warrants to Lessor that this lease and'e'a~h request to Lessor to lease Lessee a vehicle
hereunder will have been duly authorized, and when this lease or any related document has been executed and delivered by Lessee, such document will constitute the
legal, valid and binding obligation~ contract and agreement of Lessee enforceable against Lessee in accordance with its terms. Each person executing this lease, a
~ hedule or any other related doenment on behalf of Lessee warramz and represents that such person has been duly authorized to do so. Lessee further certifies and
~rants that the/'mancial data and other information which Lessee has submitted, or will submit, to Lessor is, or will be at the time of delivery, as appropriate, a true
I complete statement of the matters therein contained. Each vehicle delivered in conjunction herewith by Lessor to a subsidiary of Lessee orto any other entity or
son designated by Lessee, whether at the request of Lessee, such subsidiary, entity or person, will be a vehicle for all purposes of this lease, and Lessee will be and
~emain primarily liable for its obligations under this lease with respect to such vehicle.
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3870V2
23. GENERAL. No covenant or conditi°n ofthis lease can be waived except bythe written consent ofthe party whose rigl~ are affected. Forbearance or indulgence
by a party in any rega~l whatever will not constitute a waiver of the covenant or condition ~o be performed by the othe~ patty, and, until complete performance by said
~o~ of said covenant or condition, the party to which the performance is owed will be entitled to invoke any remedy available to that party despite such forbearance or
:lgence. This ins~ument constitutes the e~ire agreement between Lessee and Lessor respecting the lease by Lessor to Lessee of the vehicles, and it can be
nded, altered or changed only by a written agreement signed by the party to be bound. Notices under this lease will be sufficient if in writing and given personally
~iled, U.S. mail certified postage prepaid or sent by overnight courier, to the party involved at its respective address set forth above or at such address as such party
may provide from time to time on notice given as provided in this paragraph. Any such notice so addressed will be effective, if mailed, when deposited in the United
States mail with postage prepaid or, if sent by courier, when delivered to the courier ~ the courier's fees committed. Notices personally delivered will be effective
upon delivery. Whenever the context of this lease requires, the singular number includes the plural. If there is more ~han one Lessee ns~ned inthis l~ase, the liability of
each will be joint and several. The titles to the sections of this lease are solely for the convenience of the parties and are not an aid in the inte~'pretetion hereof. ~ Time is
of the essence or,his lease and each and all of its provisions. This lease will be governed by the internal law of Florida excluding that state's conflict lav~. Venue for
any related action will be in an appropriate court in Orange County, Florida or in another venue s~locted by L~ssor having jurisdiction over the parties or subject of the
litigation. EACH PARTY HEREBY WAIVES RIGHT TO TRIAL BY ~RY ]N ANY ACTION RELATED HERETO.
IN WITNESS WHEREOF, the parties have duly executed this lease as of Sanua~y 2, 2001.
MEARS MOTOR LIVERY CORPORATION d/b/a/
MEARS MOTOR LEASING
(Lessor)
By
Name James C. Hartman
Title President
Title
(Lessee)
Iv~FORNEY
CITY AI'rORN~ ~
Revised 04/00
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3870V2
MASTER LEASE AGREEMENT
(Closed-End Municipal Le~ue with Ir, suranc¢)
..... kS MOTOR LIVERY CORPORATION, a Florida corporation doing business as MEARS MOTOR LEASING, ("Lessor") with offices at 3905 El Rey Road,
Orlando, Florida 32808-7917 hereby agrees to lease to , ("Lessee") x~th offices at, , and Lessee hereby agrees to lease from Lessor, each vehicle (together with all
related accessories, a "vehicle" and collectively the "vehicles") described in each schedule now or hereafter executed by Lessor and Lessee referencing this lease
(individually a "Schedule" and collectively the "Schedules"). Each Schedule will incorporate this lease and will constitute a separate lease of the related vehicles.
1. LEASE ONLY. The lease is one of leasing only, and Lessee will not have or acquire any right, title or interest in or rightlo any vehicle other than the right to use
the vehicle in accordance with the terms of this lease.
2. VEHICLE ORDERING AND ACCEPTANCE. Lessee may request Lessor from time to time to order vehicles for lease hereunder in accordance with Lessor's
then lease order procedures. If Lessor accepts Lessee's request and orders a vehicle for lease hereunder, Lessee will promptly take delivery of the vehicle upon notice
from Lessor that the vehicle is available for delivery. The taking of delivery by Lessee of a vehicle will conclusively establish Lessee's acceptance of the vehicle for all
purposes of this lease. Subsequent to acceptance ora vehicle Lessor will provide Lessee a Schedule covering the vehicle and indicating the applicable rent and certain
other matters relative to the vehicle in accordance with the prior agreement of Lessor andLessee respecting the vehicle. Lessee will promptly execute and return each
Schedule to Lessor.
3. TERM. The term of this lease as to a vehicle will commence on the date the vehicle is delivered to Lessee and will continue for the period specified in the
Schedule. unless terminated earlier as provided hereitt Lessee's obligatious, including the payment ofrent for each month or portion of a month a vehicle is retained,
will continue as to a vehicle until the vehicle is returned to Lessor fullowing lease expiration. Lessee has no fight to retain a vehicle after lease expiration without
Lessor's consent and any such retention is a default under this lease.
4. RENT AND OTHER PAYMENTS. Lessee will pay Lessor amounts due I.~ssor hermmder at the location specified by Lessor, or will pay any of such amounts to
such other person and at such place as Lessor may from time to time designate on notice to l.~ssee. Pro rata rent on the basis ora 30-day month for the period from
deliver3' to the first day of the succeeding month if delivery is between the first (let) and eighteenth (lSth) of a month will be due on delivery with the initial rem
payment due on the f'u~t (lst) of the month afier delivery. If delivery occurs alter the eighteenth (l$th) ora month such a pro rata payment and the initial rent payment
will be due on delivery. Subsequent rent payments will be due on the fa'st (lst) of each suc~eding month up to and including the month during which the term expires
tbr the vehicle, Lessee surrenders the vehicle to Lessor pursuant lo paragraph 14 b~low orthe Settlement Value thereof becomes due in accordance with paragraph 13
or 18 below, whether or not Lessor has rendered an invoice for any such payment. Any other amounts due Lessor herennder will be payable upon Lessee's receipt of
'sor's invoice therefor. If Lessor incurs any expense in collecting amounts not paid when due (including, but not limited to, telephone, mailgram, facsimile and
phone charges and attomeys' fees), Lessee will reimburse such amounts to Lessor. I.~ssee will also pay Lessor a $25 service charge for each dishonored check or
i presented to Lessor to pay an amount due hereunder, a service charge of five percent (5%) of any payrr~nt not made within ten (10) days of the due date and
..... rest on amounts not paid within ten (10) days of the due date at eighteen percent (18%) per year or at such lesser ma:dmum default rate as may be set by law.
5. DEPOSIT. Lessee will have deposited or will deposit with Lessor any "Deposit" amount set forth in a Schedule. Lessor may, but will not be obligated to, apply
such amount to cure any defanll of Lessee hereunder in which event Lessee will promptly restore such Deposit amount io the full amount originally deposited. Upon
flail performance by Lessee of all its obligations hereunder as to the applicable vehicle or, if an event of default has then occurred, at such time as there is no event of
deihutt hereunder, Lessor will return to Lessee any remaining balance of such Deposit amount.
6. IYNCONDITIONAL NET LEASE; NO OFFSET; SURVIVAL. This lease is a net lease, and Lessee will not be entitled to any abatement of rent or other
payments due hereunder or any reduction thereof under any circumstances or for any resaon whatsoever. Lessee he.by waives any and all existing and future claims.
~Ls otlhets, against any rent or other payments due hereunder and agrees to pay such rent and other amonnts aa and when due regardl~s of any claim which may b~
~serted bv Lessee, Lessee by agreeing to make all payments under this lea~ without offset has not waived any rights Lessee may have to prosecute any claim against
Lessor in in action unrelated to this lease. This lease is tmmnable only as provided he. in. The respective obligations of Lessor or Lessee will not be affected, nor will
Lessor have any liability whatsoever to Lessee, by reason of any failure or delay in delive~ ofany vehicles, any defect in or damage to or loss or destruction of any
vehicles from whatever cause, the prohibition of Lessee's use of any vehicles, the interference ~ sucah use by any govemmant, person or corporation, the invalidity or
unenlbrceability or lack of due authorization or other infmnity of this lease, any lack of right, power or authority of Lessor or Lessee to enter into this lease or any other
cause, whether similar or dissimilar to the foregoing In no event will L~or b~ liable for loan of profits or other eon~quential damages. The obligations and liabilities
of Lessee hereunder will survive the termination of this iaaa.
7. LESSOR'S DISCLAIMER OF WARRANTIES; FINANCE LEASE TREATMENT UNDER ARTICLE 2A AND WAIVER OF ARTICLE 2A AND SIMILAR
RIGHTS. LESSEE ACKNOWLEDGES THAT EACH VEHICLE IS OF A SIZE, DESIGN, TYPE AND MANUFACTURE SELECTED BY LESSEE, THAT
LESSOR IS NOT A MANUFACTURER THEREOF OR A DEALER THEREIN, THAT LESSEE LEASES THE VEHICLE AS-IS AND THAT ACCORDINGLY
LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY EXPRESS AGREEMENT, REPRESENTATION OR WARRANTY WITH RESPECT TO
THE VEHICLE AND FURTHER SPECIFICALLY DISCLAIMS ANY AGREEMENT, REPRESENTATION OR WARRANTY IMPLIED BY LAW, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, WITH RESPECT THERETO, IT BEING AGREED THAT
ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. Lessee will make any claims aa to a vehicle against the .manufacturers or dealer or other appropriate third
parties. Lessor will execute and deliver such instruments as may be reasonably requested by Lessee to enable I-'e~ to obtain such benefits. If Lessee obtains an
extended warranty or service contract on a vehicle through Lessor or otherwise, Lesse~ agrees that Lessor will have no obligation to provide the contemplated repairs
and services.
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3870V2
LESSEE LtNDERSTANDS AND AGREES THAT THIS LEASE WILL BE TREATED A~ A "FINANCE LEASE" WI'I'HXN THE PURVIEW OF ARTICLE 2A OF
THE UNIFORM COMMERCIAL CODE ("ARTICLE 2A") AND THUS UNDER LAW LF,~$EE WILL BE ENTITt.~.v~ TO THE PROMISES AND WARRANTIES
LESSOR RECEIVES UNDER THE CONTRACT EVIDE2qCING LESSOR'S PURCHAgE OF A VEHICLE, INCLUD]I~/G ANY MANUFACTURER OR THIRD-
~TY WARRANTIES. LESSEE ACKNOWLEDGES THAT LESSOR HAS ADVISED LF.~SEE TO CONTACT A FRANCHISED DEALER FOR THE LINE
KE OF A VEHICLE FOR A DESCRIFrION OF THOSE PROMISES AND WARRANTIES, INCLUDING ANY RELATED DISCLAIMERS OR
]TATIONS, INCLUDING OF REMEDIES. CONSISTENT WITH THE ASSUMPTION BY LESSEE OF ALL RI~I~ RESPECTING EACH VEHICLE AND
.... ~ TREATMENT OF THIS LEASE AS A "FINANCE LEASE," LESSEE WAIVES ANY' RIGHTS, DEFENSES AND CLAIMS AGAINST LE~SOR WHICH
RELATE TO A VEHICLE ARISING UNDER ARTICLE 2A OR SIMILAR APPLICABLE LAW.
g. LOCATION, INSPECTION AND USE. Lessee will permanently garage each vehicle in Lessea's possession and control at the garaging location indicated in the
Schedule, or at such other permanent garage location to which the vehicle may have been moved ~ the prior writtan consent ofLeseor. Lzssea will not remove a
vehicle from the state where then garaged for more ~ thirty (30) days or from the finny-eight (48) contiguous Un/ted States for any period without I.~zor's prior
written consent. Whenever reasonably requested by Lessor, Lessee will advise Lessor as to the exact location of a vehicle. L~sor will have the right to inspect a
vehicle and observe its use during normal business hours, and Lessee will deliver a vehicle to a location d~iguated by l.~sor in reasonable proximity to the place
where tbe vehicle is then required to be permanently garaged for such inspection. Lessee will insure that each vehicle subjeot to sta~ safety inspact/on roles is
inspected when required. Each vehicle will at all times be used solely for commercial or business purposes, exclusive ofh'ansportsiion for hire, the can-ying of
explosives or fissionable materials, legal racing or any other baT-rdeUS activity, and operaled by duly licensed drivers over the age of twenty-one (21) employed by
Lessee in a careful and proper manner and in compliance with all applicable laws, ordinanoas, rules and regulations, including weight limits, all conditions and
requirements of the policy or policies ofiusurance required to be carried by Lessee under thc tmna ofthis lease and all manufactures instructions and warranty
requirements. Any ...........
modifications or additions to a vehicle reqmred by any inspection or other laws or insurance policy covering tha vehicle will be promptly made by
Lessee at its own expense.
9. MAINTENANCE AND FACTORY RECALL. Lessee will have each vehicle ~ed by Lessor or another qualified servicing facility in good repair,
condition and working order, will be responsible for aH parts, mechanisms, devices and labor rmloircd to keep the vehicle in such condition and will be responsible for
all operating costs incident to the operation of the vehicle. In the evem a manufacturer an~ouneas a r~mll campaign of which Lessea has knowledge for the repair
and/or replacement of defective par~s, Lessee will promptly have tbe releva~ work performed on all affected vehicles by Lessor or a factory authorized dealer. Lessor
will send Lessee a copy of any manufacturer's notification received by Lessor indiceting timt a vehicle or any pm~ '"'"'~ed ther~o h~ a poter~/~! defect or other
possibly unsafe condition. Lessee waives additional notices from Lessor regarding th~ asam po~ible defect or othes possibly unsafe condition for all other vehicles of
the same type to which a prior notification pertains. Lessor has no further obligation with r~q~ct to any mmmfaatur~'s recall campaig~
10. ALTERATIONS. Without the prior written consent of Lessor, Lessee will not make any altemiun, edditions or improvements to a vehicle which detract from its
economic value or function utility, except as may be required pursuant to paragraph g. All addRious and improvements ofwha~oever kind or nature made to a vehicle
which cannot be removed withom damaging such vehicle's economic value or functional utility will be decnet accessions th~zto, will belong to and immediately
~'~ome the property of Lessor and will not be removed therefrom.
TITLING AND REGISTRATION. Each vehicle tiffed in Florida will be titled and ragister~d by Lessor. Each oth~ vehicle will at aH times be tiffed and. except
,~e not required under applicable law, registered by Lessee, at its own expense and as Lzesor's agant and atmmcy-in-faat with full power and antl~ to register
(but without power to affect title to) such vehicle, in such manner and in such jurisdiction or jurisdictions as Lessor will ~ Lessee will pro~y notify Lessor of
any necessary or advisable retitling and/or re-registration of a vehicle in a jurisdiction other ~ one/n which such vehicle is then titled and/or registered. Any and all
documents of title will be furnished or caused to be furnished Lessor by Lessee within sixty (60) days of the d~ any ~tlin~ or retitling is directed by Leseor.
12. INSI. YRANCE. Lessee will procure and maintain for each vehicle (a) standard automobile prope~ damage insurance covering fire, theft, collision and
comprehensive risks against loss of or damage to the vehicle from any cause whatsoever for not less than the full replacement value thereof (with a deductible amount
not in excess of $500) naming Lessor and/or its designee as loss payee and (b) public liability and propexty damage iusunmce with ( 1 ) a combined single limil of
liability of not less than $500,000 per occurrence or (2) limits of not less than $100,000 covming one p~son for any single occurrence, not less than $300,000 covering
more than one person for any single occurrence, and at least $50,000 for propzn'y damage or (3) such ~ limits as I, zesor may from time to time reasonably require
upon notice to Lessee, naming Lessee as a named insured and Lessor as an additional insured. All 15 passenger vans are required to carry a combined single limit of
liability of not less than $500,000 per occurrence. All such insurance mast be in a form and wilh itmwan~ compenias approved by I.~or, must provida at least thirty
(30) days advance written notice to Lessor of cancellation, non-renewal, change or modification in any tmn, condition or amount of protection provided therein, must
provide full breach of warranty protection and must provide that the coverage is "ptima~ coverage" for the protection of Lessee and Lessor notwiil~tan~ any other
coverage carried by Lessee or Lessor protecting against similar risks. Lessee will assure Lasm~s re~ipt of an original policy or ceflificate evidencing such coverage.
In the event of an assignment of this lease by Lessor of which Lasso bas notice, Lessee will cause such iustwanco to provide thc same protections to such assignee as its
interests may appear. The proceeds of such insurance, at the option of Lessur, will be applied townnt (1) th~ repair oftha applicable whicle, (2) payment due under
paragraph 13, or (3) payment of any other obligations of Lessee to Lessor. Lessee bercby appoints I.~sor as l.~asee's attorney-in-fact with full power and authorit~ to
do all things, including but not limited to making claims, receiving paymems and endowing documents, necessary to mska claims and secure payments due under ~ny
policy required hereby. In the event of a projected cancellation or a change of coverage not conforming to theee standards, Lessee WIll procure appropriate substitute
coverage not less than ten (10) days prior to the date of cancellation, change or modification. Lessee ~ also pay I.~ssor a $2~ service charge for any notice of
cancellation Lessor processes. Lessee will notify the applicable insurence carrier and Lessor within two (2) business days of any occurrence which may be the basis of
a potential claim under any such policy and provide the insurer and Lessor with all data req~sted pertin~t to such occurrence. THE VALID AND COLLECTXBLE
LIABILITY INSURANCE AND PERSONAL INJURY PROTECTION OF ANY AUTHOIH~Ie.n RENTAL OR LEASING DRIVER Lq PRIMARY FOR
THE LIMITS OF LIABILITY AND PEI~qONAL INJURY PROTECTION COVERAGE REQUIRED BY §§ 324,021(7) AND 627.736 FLORIDA
STATUTES. - -.: ·
13. LOSS AND DAMAGE. Lessee aseumes the risk ~f~ss or damage to a vehic~ snd~ cxeept as provided in this ~aragraph~ n~ such ~vent wi~ a~ect the duties ~f
..... 'parties under this lease. Ifa vehicle is lost, stolen, damaged, confiscated, destroyed ~- otherwis~ rendered incapable of being in service, Lessee will notify Lessor
'eof within five (~ business days. Ii'the vehicle has been damaged, Lessor determin~ ti~ vehicle is repairable and Lessee's insurer does not declare the vehicle a
1 loss, Lessee will cause the repairs to be made by Lessor or anogner qualified repair facility approved by Lessor, and upon receipt of proof of the making thereof
sor will reimburse Lessea's repair costs up to the amount of any insurance proceeds Lessor receives under any insurenae Lessee maintains hereunder with any excess
being applied as contemplated in paragraph 12. IfLessor determines the vehicle is not reasonably repairable, Leesee's insurer declares the vehicle a total loss or any of
the other events specified in the second preceding sentence occurs, Lessee will pay Lessor th~ "Settlement Value" of the vehicle set forth in paragraph 14. Upon such
payment this lease will terminate ns to such vehicle and Lessee or Lessee's insurer will be entitled the~to AS-IS.
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3970V2
14. EARLY TER. MI~ATION .SETT~_E. MENT. At anytime after tweiv.~ (12) month~ from delivery of a vehicle Lessee, upon not less than ten (1O) days prior notice
to Lessor and provided the lease ~s not In default, may surrender such vehicle to Lessor aX Lessor's office address shown above or at a location mutually agreed upon by
~e ?riles for sale by L~ssor as more fully set forth below. Lessee shall so surrender a vehicle at expiration of the lease with respect thereto.
)wing such surrender Lessor roll sell the vehicle through Lessor's standard wholesale sales procedure for the highest bona fide bid received and open at time of
provided that Lessor may choose alternatively to retain the vehicle. Lessor may move the vehicle from the location where surrendered to any other location,
incmding to Lessor's office location shown above where the vehicle is returned to another location, Lessor deems advisable and/or clean and repair the vehicle in
connection with such sale in Lessor's sole discretion.
tithe amount received by Lessor on account of such sale or the highest bona fide bid received and open at time of crediting where the vehicle is retained by Le.~sor, as
appropriate, net in either instance of a handling charge of $150 and Lessor's cost of sale, including sales commissions and costs of cleaning, repairing or transporting the
vehicle is less than the vehicle's then Settlement Value, Lessee will pay Lessor the deficiency. Lessor will retain any excess proceeds. The Settlement Value cfa
vehicle will equal the sum of(a) all amounts then owed by Lessee to Lessor, (b) the then undepreciated balance of the "original value" of the vehicle set forth in the
Schedule calculated in accordance with the Financial Accounting Standards Board's Standard No. 13 utilizing the original value, term, rent (excluding taxes and
maintenance charges) and depreciated value at lease expiration and (c) the remaining portion of the sum of two (2) such rent payments amortized on a straight line basis
over the lease term considering only full months elapsed.
NON-APPROPRIATIONS - Inthe event no funds or insufficient funds are appropriated and budgeted in any fiscal year for lease charges under this Agreement, then
Lessee shall irmnediately notify. Lessor or it assignee of such occurrence and this 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 as to lease charges or portions of lease charges herein agreed upon for which
funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees to peaceable surrender possession of the
lease vehicles to Lessor or its assignee on the date of such termination. Lessor shall have all legal and equitable rights and remedies to take possession of ibc
Equipment.
Notwithstanding the foregoing Lessee agrees (1) that it will not cancel this Agreement under the provisions of this Addendum if any funds are appropriated to it, or by
it. for the acquisition, retention, or operation of the leased vehicles or other equipment performing functions similar to the leased vehicles for the fiscal period in which
such termination occurs or the next succeeding fiscal period thereafter, and (11.) that Lessee shall not, during the term of this Agreement, give priority in the application
of funds to any.other functionally similar equipment This paragraph shall not be construed so as to permit Lessee to terminate this Agreement to acquire any other
equipment or to allocate funds directly or indirectly to perform essentially the same application for which the leased vehicles are intended.
LEASE EXPIRATION. At lease expiration as to a vehicle Lessee will surrender such vehicle to Lessor at Lessor's office address shown above or at a location mutually
agreed upon by the parties. When a vehicle is returned, it will be in good operating order and appearance with all manufacturer recommended servicing having been
~per~brmed and will be saleable aX wholesale w/thout deduction for condition. Lessee will pay Lessor any amounts it would lake, based upon the good faith estimate of a
]thcd repair person or facility Lessor obtains, to put the vchmle ~n this condition. The most common items of repair or replacement for which Lessee might be
ility are any of the tbilowing which would deiraot fromthe vehicle's wholesale value: (a) repair of(l) inoperative mechanical parts including power accessories; (2)
s. scratches, chips or rusted areas or series ofthase onthe body;, (3) mismatched paint or any mank left by special idemification; (4) cracks, scratches, pits or chips
',, me windshield, broken windows or inoperative window mechanisms or broken headlight lenses or sealed beams; (5) bumper dents or scratches through the chrome or
bumpers: (6) broken grilles or dents inthe grilles; (7) dents on other Wim parts, including headlight and tail light bezels; and (g) seats, seat belts, headlining, door panels
or carpeting which is tom or damaged beyond ordinary wear and tear or burned; and Co) replacement oil (1) any tire not part cfa matching set cfi th'es of equal quality
with the originally installed tires (or 4 with emergency "doughnut" spare) or tires with loss than 1/8 inch of tread remaining at the shallowest point; and (2) missing
parts, accessories and adornments, including bumpers, omamemation, aerials, hubcaps, chrome stripping, rear view mirrors, radio and stereo components and spare tire.
Lessee recognizes thai if the vehicle has suffered frame or other substantial damage or if its odometer has been inoperative or tampered with, evan though the damage or
odometer may have been repaired, the value of thc vehicle will be substantially less than the value of an identical vehicle which has not had frame or other substantial
'damage or had an inoperative odometer or one which has been tampered with. Lessee's obligations include this difference. In addition to any excess wear-end-tear
a-~scssmcnt and any past due amounts which may be owing on lease expiration as to a vehicle, Lessee will also pay Lessor the excess mileage charge indicated in the
applicable Schedule for each mile in excess of the allowable mileage also indicated therein.
15. LESSOR'S PAYMENT. If Lessee fails to procure or maintain insurance as required herein, to pay any ts.xes, parking tickets or other assessments required to be
paid by Lessee or to perform any other obligation hereunder, Lessor will have tim right, but will not be obligated, to effeot such insurance, pay said assessments or
perlbrm such other obligations. In that event, Lessee will reimburse Lessors cost therenf and pay Lessor a service charge
16. T.*XES. Asindicatedintheapp~icab~e$chedu~e~anytax~ntharent,asthetaxam~untmaychange~isduewiththerent. Ifa vehicle ifregistered in Florida, the
rent includes the Florida tags, and the rent may be adjusted annually on notice to Lessee to anticipate any change in tag ieee of over five percent (5%). Lessee will pay
when due or reimburse Lessor for any other official fees and taxes, excluding Lessor's net income axes, imposed by any governmental authority in connection with this
lease or the vehicles.
17. INDEMNIFICATION. Lessee agrees to indemnify, protect, defend and hold harmless Lessor from and against any and all liabilities, losses, damages, penalties,
claims, actions, SUits, costs, expenses and disbursements, including court costs and legal expenses, of whatever kind and nature, incurred by or asserted against Lessor
(whether or not also indemnified against by any other person) in any way relating to or arising out of this lca~ or the manufacture, purchase, ownership, delivery., lease,
possession, use, operation, condition, repair, return or other disposition oflhe vehicles. This indemnification includes vicarious liability and strict liability claims
respeciing the vehicles, including strict liability claims arising out of events subsequent to the term hereof. Lessee.agrees to give Lessor, and Lessor agrees to give
Lessee. notice of any claim or liability hereby inderrmified against within two (2) business days of learning thereof.
DEFAULT AND REMEDIES.
Any of the following will constitute an event of default hereunder: (1) Lessee's failure to pay when due any rent or other amount due hereunder, which failure
.... linues for ten (10) days after the due date thereof:, (2) Lessee's default in performing any other obligation, term or condition of this lease or any other agreement
between Lessor and Lessee or default under any agreement providing security for the performance by Lessee of its obligations hereunder, provided such default
continues tbr more than ten (10) days, except as provided in (4) below; (3) any writ or order of axtachment or execution or other legal process being levied on or
charged against any vehicle as a result of Lessee's conduct and not being released or satisfied within ten (lO) days; (4) Lessee's failure to comply with its obligations
under paragraph 12 or any attempted assignment of Lessoe's interest in this lease or to a vehicle in violation of paragraph 2 I; (5) death or judicial declaration of
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incompetency of Lessee, [fan individual; (6) the l~llnE by Lessee of a petition under the Bankruptcy Act or any amendme~ thereto or under any other insolvency law or
law providing for the relief of dehto~, including, without limi~tion, a petition for reor~on, an~ngeme~ or extension, or the ¢ommi.,~sio~ by Levee of an act of
banksuptc~, (7) the filing against Lessee of any such petition not dismissed or permanently s~yed within th~ (30) day~ of the filing thereoi~, (g) the volunta~ or
~luntamy making of an assignmeut ofa subsiantial portion of its assets by Lessee for the benefit of ereditors, appointment ora receiver or trustee for Lessee or for any
.essee's assets, institution by or against Lessee or any other Iype of insolvency proceeding (under the 13ankmptcy Act or otherwise) or of any formal or informal
:eeding for dissolution, liquidation, settlement of claims against or winding up of the affairs ofLsssee, Lessee's cessation of business activities orthe making by
~osee ora transfer of all or a material portion of Lessee's assets or inventory not inthe ordinary coupe ofbusinass; (9) the occurrence of any event described in parts
($), (6), (7) or (S) hereinabove with rsspect to any guarantor or other party liable for payment or performance of this lease; (10) any certificate, statement,
representation, warranty or audit heretofore or hereafter furnished with respect hereto by-or on behalf of Lessee or any guarantor or other party liable for payment or
performance of~ lease proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or having omiRed
any substantial contingent or unliquidated liability or claim against Lessee or any such guarantor or other pan'y; (11) breech by Lessee of any other lease or agreement
providing financial accommodation under which Lessee or its property is bound or (12) alransfer of effective conirul of Lessee, [fan orgargzatio~
(b) Upon the occurrence of a default Lessor may exercise any one or more of the following remedies:
(1) Lessor may sue for and recover all amounts then due hereunder ami as they thereafter become due;
(2) As liquidated damagas for the loss ofthe bargain and nnt as a penalty Lessor may declare due and payable a sum equal to the Settlement Value as to any
or all vehicles;
(3) Lessor may lake possession of any or all vehicles, without demand or notice, wherever same may be located, without any court order or other process of
law and without liability for any damages occasioned by such taking of possession;
(4) Lessor may demand any or all vehicles be retuened to Lessor at a location contemplated in para§raph 14;
(5) Lessor rl~y sell or otherwise dispose of any or all vehicle~, wtlc~er or not in Lessol~s possessiorl, in a commercially reasonable manner at public or
private sale and with or without notice to Lessee and apply the net proceeds of such disposal, after deducting all costs thereof, including, but not limited to, costs of
transportation, repossession, stornge, refu~ishing, advertising and broker's fees, to the Settlement Value of the respective vehicles, in which case Lessee will be liable
for any deficiency and Lessor will be entitled to retain any excess;
(6) Lessor may retain any repossessed vehicles and credit the re, enable value thereot~ after deducting all disposition-related costs incurred to the date of
crediting, to the Settlement Value of the respective vehicles, in which case the same deficiency and excess proceeds nile will also appl~,
(7) Lessor may terminate this lease as to any or ail vehicles on notice to Lessee; and
(S) Le~or may pu~ue any other remedy at law or in equity.
No right or remedy conferred herein is exclusive of any other right or remedy conferred herein or by law;, but aH such remedies are cumulative of every other right or
remedy conferred hereunder or at law or in equity, by statute or otherwise, and may be exercised concurrently or separately from time to time.
19. LESSOR'S EXPENSES. LeseeewiHpayorreimburseLessorforaHc~stsandeapenses,includingrep~ssassiou~vshic~ediap~eiti~nandc~u~tc~stsandattornsy~s
fees (including a reasonable fee for services of salaried counsel employed by Les~f), not offset against amounts recovered or credited as contemplated in paragraph
~inc~rred by Lessor in exercising any of its righ~ or remedies hereunder or enforcing any of the ~enns, conditions or provisions hereof- This obligation includes the
ment or reimbursement of aH such amounts whether an action is ultimately flied and whether an action fried is ultim,,~aly dism~sed,
ASSIGNMENT; LIENS. Without the prior written consent of Lassor, LeSSee will not: (a) assign or otherwise mmsfer any of Lessee's rights or obligations under
thi~ l~ase, (b) sublease or lend any vehicle to any party or ~'ansfer any other interest in a vehicle to any party or (c) permit a vehicle or ~ lease to be subject to any
lien, charge or encumbrance of any nature not created by Lessor. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent
to any subsequent like act by Lessee or any other person. Lessee's rights hereunder are not assignable and cannot be assigned or ~-ansfe~red by operation of law.
Ali fights of Lessor hereunder and in and to the vehicles may be assigned, pledged, mo~gaged, ~ransferred or otherwise disposed ot~ either in whole or in part, without
notice to Lessee but always, however, subject to the rights efLessee under this lease. If Lessee is given notice of any such assignment, Lessee will acknowledge receipt
thereof in writing and will thereafter pay any amounts due hereunder specified in said notice as directed therein. In the event Lessor assigns this lease or the rent due or
to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant
to any other agreement between Lessor and Lessee will excuse performance by Levee of any prevision hereot~ it being understood that in the event of default or breach
by Lessor that Lessee will pursue any rights on account thereof sulely against Lessor, that the righ~ of the assignee will he free of any ciaim or defense Lessee may
have against Lessor and tha~ Lessee will not assert against the assignee any claim or defense Levee may have against Lessor. Without limiting the generality of the
forc§oing, the rights of an assignee will not be affected by any claim Lessee may have against Lessor resulting from Lessors rejection of the lease in a bankruptcy
proceeding or Lessor's imerference with Lessee's quiet enjoyment of any vehicle. No such assignee will be obligated to perform any dnty, covenant or condition
required to be performed by Lessor under the terms ofthi$ leese.
Subject always to the foregoing, this lease inures to the benefit ot~ and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the paxtics
hereto.
21. ADDITIONAL DOC~S. ffrequested by a patay, the other pater will procure and deliver to the requesting party such documents as the requesting party
may reasonably deem necessary or desirable in connection with this lease. Without limiting the genexulity of the foregoing, Lessee will furnish Lessor (a) a fiscal year
end t'mancial statement including balance sheet and profit and loss statement within one hundred twenty (120) days of the close of each fiscal year, (b) any other
information normally provided by Lessee to the public (c) prompt notice of any change in Lessee's name, orgatni~,ztlonal structure, ownership or financial condition and
(d) such other financial data or information relative to this lesee and any vehicle as Lessor may from time to time request.
22. LESSEE'S WARRANTIES; SUBSIDIARIES. Lessee represents and watrants to Lessor that this ~esse and eech request t~ Lessor t~ ~esse Lessee a vehic~e
hereunder will have bean duly amhorized, and when this lease or any related document has bean executed and delivered by Lessee, such document will constitute tho
l~al, valid and binding obligation, contract and agreement of Lessee enforceable against Lessee in accordance with its tern~ Each person executing this lease, a
tedule or any other related document on behalf of Lessee warrants and represents that such person has been duly authorized to do so. Lessee further certifies and
·ants that the financial data and other information which Lessee has submitted, or will submit, to Lessor is, or will be at the time of delivery, as appropriate, a true
l complete statement of the matters therein comained. Each vehicle delivered in conjunction herewith by Lessor to a subsidiary of Lessee or to any other entity or
person designated by Lessee, whether atthe request of Lessee, such subsidiary, entity or person, will be a vehicle for all purposes of this lease, and Lessee will be and
remain primarily liable for its obligations under this lease with respect to such vehicle.
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23. GENERAL N~c~venantorcondition~f~his~eas~ca~bewaivedex~``ptbyth`vai~n~ftbepartywh~seri~s~ht~ar~e~& F~orindulg~n~-~
by a party in any regard wbe~-ver will no~ constimt~ a waiver ofihe covenant or condition to be p~'orm~ by g~ other pa~, ~ umil oompl~t~ p~f~tmance by said
~ of ~ia~o~,.,~ or ,o~aio,.. th, ~ to. w~ich ~ perrorm,nce is ow,d win b, ~ded to invoV.~ any ~,vai~i, to t~ p~ d~pi~ ~ for~-~, or
~ tgunc~, i ms ~ con.mtutes ih, ~ ag,~mmt betw~n L~ssee ami I~ssor r~sp~cting the lesee by I.~ssor to L~s~, ofih~ vdgd~, and it cen be
~ ~ded, altored or changed only by a w~itim agreemm~ signed by the party to be bound. Notiees under this lease will be suffioie~ if in writin~ stat given personaily
~ ~iled, U.S. mail certified postage prepaid or sent by overnight courier, to the party involved al iii reepeclive address se~ f'c~h ahoy, or at ~ch address as such party
nmy provide from time to tim, on notice given as provided in this paragraph. Any such notice so addressed will be ,ffective, ir'mailed, when deposited in the United
Stales mail with postage prepaid or, if se~ by courier, when delivered to th~ courier wilh the couri~'s fees committea Noliees p~sonally delivered will be effective
upon delivery. Whenever the co~exi oftbis lease requires, the singular number includes the plural. Ifther, is more than on, Lessee named inthis lease, the liability of
each will be joi~ and several. The titles to the sections of this lease ar, solely for th, convenienc, of the parties and ar, nol an aid in the interpretaIion hereof. - Time is
of the essence of this lease and each and all of its provisions. This leas, will be governed by th, iniemai law of Florida excluding ~ state's conflict laws. V~me for
any related action will be in an appropriate court in Orange Comgy, Florida orin enoiher velme selected by Lessor baying jmisdiction over the parties or subject of the
liti§ation. EACH PARTY HEREBY WAIVES RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED HERETO.
IN WITNESS WHEREOF, the parties have duly executed this lease as of January 2, 2001.
MEARS MOTOR LIVERY CORPORATION (Fo/a/
MEARS MOTOR LEASING
(L~ssoO
By
Name James C. Harunan
Title President
Name
Title
~:~:~OYED AS TO~ FO~I~:
Revised 04/00
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