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Amendment to Master Lease Agreement TCF Equipment Financer-7), C.gc /.2-17-1V Amendment to KIIJIP■ENT F,N.,, ® Master Lease Agreement Date:July 16,2015 The"Agreement":Master Lease Number 188100L Dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 • All capitalized terms used but not defined in this Amendment shall have the meanings set forth or referred to in the Contract. Upon execution of this Amendment by Lessee and Lessor,the Agreement is hereby amended as.follows: Section 3. PAYMENTS: is hereby deleted in its entirety and replaced with the following language: "Lessee shall pay to Lessor:(a)any Advance Rent Payment(s)and Security Deposit set forth in the Schedule,on the date Lessee signs the Schedule;(b)the periodic Rent Payment set forth in the Schedule payable as set forth in the Schedule for the Initial Term and any renewal term; (c) interim rent for each Item from the date accepted to the Commencement Date, at the daily rate equal to the Interim Rent Daily Factor set forth in the Schedule multiplied by the portion of the total cost applicable to such Item payable with respect to each calendar month by the 10th day of the following month and in any event on the Commencement Date. Lessee also shall pay all governmental fees, assessments and taxes, however designated, and any penalties or interest thereon, assessed on or related to the rent, this Lease or the Equipment, when due or invoiced; and'all costs and charges of every kind regarding importation, shipment, delivery, installation, insurance,possession, use, lease, tax treatment,return,repossession, storage and transfer of any Item, when incurred;and if Lessor, in its discretion,pays any such amount,Lessee shall reimburse Lessor therefore,with interest,on demand,plus Lessor's administrative and other costs of paying and invoicing such amounts.Lessor may charge a late fee of 10%of any amount not paid by Lessee within 10 days of its due date hereunder,and all interest provided for under this Lease shall accrue at 18%per annum;provided that in no event shall such late fee or such interest exceed the maximum rate or amount permitted by applicable law. Lessee will pay Lessor on demand a fee, in an amount determined by Lessor, not to exceed the maximum amount from time to time permitted by applicable law, for any check or automatic payment request returned due to insufficient funds or stop payment. Lessor may apply payments and any security deposit to Lessee's obligations hereunder in such order as it deems appropriate,and will return any unapplied balance to Lessee without interest when all such obligations are satisfied." Section 4. USE: REPAIRS: line 2 is hereby amended by inserting the term"applicable"between"with all"and"laws". Section 4. USE: REPAIRS: lines 8 through 12 are hereby amended by deleting the following: ",including but not limited to personal property taxes if the End of Lease Provision under the applicable Schedule is(i)"Mandatory Purchase"or(ii)"Purchase Option"and the price for such option is a dollar amount stated in such Schedule" Section 5. RETURN: line 4 is hereby amended by inserting the term"promptly"between"expense,"and"return". Section 5. RETURN: lines 37 and 38 are hereby amended by deleting the following: "or if Lessee fails to discharge Lessee's obligations set forth under this Master Lease and/or a Lease with regard to any Equipment," Section 6. DISCLAIMERS: lines 15 and 16 are hereby amended by inserting"and except with respect to Lessor's covenant of quiet enjoyment" Between"permitted by law"and,Lessee unconditionally" Section 7. INDEMNITY: lines 1 through 3 are hereby amended by inserting"and subject to and conditioned upon the limitations on Lessee's liability,as set forth in Section 768.28,Florida Statutes,"between"law,"and"Lessee shall" Section 9. INSURANCE: is hereby deleted in its entirety and replaced with the following language: "Lessee is a self-insured public entity up to the limits of liability set forth in Florida Statute 768.28. This self-insurance program includes workers' compensation, general and automobile liability coverage for all liabilities or damages for which Lessee is found legally liable. Lessee shall maintain insurance or self-insurance against loss or damage to the Equipment in accordance with the provisions of the attached Self-Insurance Addendum." Amendment Master ver.06.20.14 277490 7/16/2015 10:07 AM Section 10. DEFAULT: is hereby deleted in its entirety and replaced with the following language: Each of the following is an "Event of Default"hereunder: (a) Lessee fails to pay any rent or other payment required hereunder when due; (b) Lessee fails to comply with any other covenant or agreement hereunder and such failure continues for 20 days after notice by Lessor; (c)Lessee defaults under any other obligation to Lessor; (d) Lessee ceases doing business as a going concern or makes an assignment for the benefit of creditors;(e)Lessee in writing an inability to pay debts as they come due,voluntarily files or has filed against it involuntarily a petition under the federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for it or for all or a substantial part of its assets;(f)any material indebtedness of Lessee is accelerated or payment in full thereof is demanded;(g)Lessee consolidates with,merges into or transfers all or substantially all its assets to another entity or individual; or(h)Lessee fails to occupy the premises where any Item is located,or the mortgagee or owner of such premises asserts the right to take possession thereof or exercise eviction or other remedies under the mortgage or lease of such premises." Section 13. NON-CANCELABLE.UNCONDITIONAL OBLIGATION: sentence 3,lines 5-I I,which is stated as follows, is hereby deleted in its entirety: "If this Lease is deemed to be a lease intended as security,(i)Lessee grants Lessor a security interest in the Equipment to secure its obligations under this Lease and all present and future indebtedness to Lessor;(ii)this Lease shall be construed so that interest,the applicable interest rate or other charges shall not exceed the maximum time price differential,rate, interest or amount allowed by applicable law,and any excess payment will be applied first to prepay principal hereunder and then as a refund to Lessee;and(iii)this Lease is made under Minn.Stat.Sec.334.022." Section 14. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATION:sentence 5,lines 31-33,which is stated as follows,is hereby deleted in its entirety: "To the extent permitted by applicable law,Lessee agrees that upon the termination of a Lease under this Section that it shall not enter into any lease,rental agreement or any other contract for the lease,use,possession or purchase of equipment similar to the Equipment of the terminated LLease for one(I)year after the Non-Appropriation Event for the terminated Lease." .Section 17. GOVERNING LAW:JURY_TRIAL WAIVER: is hereby deleted in its entirety and replaced with the following language: "THIS LEASE, AND ALL MATTERS OF THIS LEASE, INCLUDING ALL INTEREST AND FINANCE CHARGES HEREUNDER, SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, FEDERAL LAW AND,TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, BY TILE LAWS OF THE STATE OF FLORIDA. LESSEE HEREBY CONSENTS TO JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS SITTIiNG IN THE STATE OF FLORIDA FOR RESOLUTION OF ALL DISPUTES OF ANY NATURE WHATSOEVER REGARDING THIS LEASE OR ANY TRANSACTION CONTEMPLATED HEREBY. BY MUTUAL WRITTEN AGREEMENT,THE PARTIES MAY SELECT AN ALTERNATIVE FORUM,INCLUDING ARBITRATION OR MEDIATION,TO ADJUDICATE ANY DISPUTE ARISING OUT OF THIS LEASE. THE PARTIES HERETO, AFTER CONSULTING (OR HAVING HAD AN OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDLNG RELATING TO THIS LEASE, INCLUDING ANY ACTION TO ENFORCE THIS LEASE OR ANY RELATED AGREEMENTS." Section 18.MISCELLANEOUS: lines 16 through 19 are hereby amended by deleting the following: "Lessee shall pay Lessor's costs, fees and expenses incurred in connection with any amendment,waiver,release,cancelation or termination of this Lease or any related document,financing statement,title certificate or instniment,including but not limited to filing and recording fees." Section 18. MISCELLANEOUS: lines 32 and 33 are hereby amended by deleting the following: ATTEST° %� "and represents that all Lessee's principals have authorized" j la/r !S-- Section 18. MISCELLANEOUS: line 34 is hereby amended by deleting the following: R fact E.,Granado,City Clerk "and such principals" Except as specifically amended herein,all of the terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and affirmed. This Amendment dated as of the date first set forth above shall not be effective until signed by Lessor. TCF Equipment Finance,a division of TCF �;- Lessor: By: a•`.if Operations-T.C. National Bank Lessee: City of Miami Beach, Florida X By: ! , ' Philip Levine. Mayor �' PAVED AS TO 29266594741327110 07162015 10:0700 «AoPlicutiou\unu;S:1 7' FORM & LANGUAGE. Palle 2 &FOR EXECUTION city Attnmev Dote rIUF- • Master Lease EQUIPMENT FNANcE The"Master Lease": Master Lease Number 188100L Dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 Fax:(305)532-3840 E-mail: "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 Fax:319-833-4577 E-mail:customerservice @tcfef.com Master Lease Terms and Conditions 1. LEASE. Lessee hereby agrees to lease from Lessor and,subject to satisfaction of payment.Lessor may apply payments and any security deposit to Lessee's obligations all Lessor's requirements and no material adverse change in Lessee's condition or hereunder in such order as it deems appropriate,and will return any unapplied balance business, Lessor agrees to lease to Lessee the personal property, services and/or to Lessee without interest when all such obligations are satisfied. software described in one or more Schedules(each a"Schedule")to this Master Lease 4. USE;REPAIRS.Lessee shall use the Equipment within recommended capacities, signed by Lessor and Lessee from time to time on the terms and conditions set forth only for its designed purposes,in compliance with all laws,regulations and ordinances. herein and in the related Schedule (such property and services, together with all At Lessee's expense,Lessee will maintain the Equipment in good repair and working replacements, repairs, and additions thereto, collectively the "Equipment"; and each order, furnish all needed parts and services and make all modifications and item,an"Item"). Lessee authorizes Lessor to add to the Schedule,or make necessary improvements required by law. Lessee will not modify or improve the Equipment corrections to, serial numbers or other identification of the Equipment when known. without Lessor's prior written consent.All parts,modifications and improvements will Each Schedule incorporates the terms of this Master Lease, is considered a separate become Lessor's property and part of the Equipment for all purposes. Lessee shall lease and shall be referred to herein as "this Lease". Capitalized terms have the prepare and file all tax returns that it may file under the applicable taxing jurisdiction's meanings given to them in the Schedule or herein. If the terms of a Schedule conflict laws for taxes that are Lessee's responsibility hereunder, including but not limited to with the terms of this Master Lease,the terms of the Schedule shall control. personal property taxes if the End of Lease Provision under the applicable Schedule is 2. TERM. The term of this Lease with respect to each Item begins on the date Lessee (i)"Mandatory Purchase"or(ii)"Purchase Option"and the price for such option is a accepts such Item and continues for the number of consecutive months from the dollar amount stated in such Schedule. Commencement Date shown in the applicable Schedule (the "Initial Term") unless 5. RETURN. Subject only to strict compliance with the terms of any purchase or earlier canceled,terminated or extended as provided herein or in the Schedule. Lessee renewal provisions which are set forth herein or in any Schedule,upon expiration or shall promptly inspect the Equipment upon delivery and, if acceptable in all respects, earlier cancelation or termination hereof, Lessee shall, at its sole cost and expense, execute and deliver a certificate of acceptance, in form acceptable to Lessor. Lessee retum all, (not part) of such Equipment to Lessor's designee immediately upon authorizes Lessor to fill in the Commencement Date in the Schedule, which will be expiration of the Initial Term and with respect to each item of Equipment,as applicable, determined based on the date that the final Item thereunder is delivered to and accepted the following must be true:All safety equipment must be in place and meet applicable by Lessee.If the final Item is delivered and accepted between the 1st and the 15th days federal,state and other governmental standards;All covers and guards must be in place of a month,the Commencement Date is the 15th day of such month;if the final Item is with no sheet metal, plastic or cowling damage; All parts, pieces, components and delivered and accepted between the 16th and the last days of a month, the optional equipment must be present,installed and operational;All accessories shall be Commencement Date is the 1st day of the following month.The term of this Lease may returned in proper order; All motors shall operate smoothly without overheating and be extended as provided in the applicable Schedule. shall have good bearings and bushings; All electronic controls shall operate per 3. PAYMENTS. Lessee shall pay to Lessor: (a)any Advance Rent Payment(s)and manufacturers' specifications; Controls which bypass normal operations shall be Security Deposit set forth in the Schedule,on the date Lessee signs the Schedule;(b)the repaired at Lessee's expense; All electrical systems shall be able to provide electrical periodic Rent Payment set forth in the Schedule payable as set forth in the Schedule for output as specified by the manufacturer;All batteries shall be in good,safe operating the Initial Term and any renewal term; (c) interim rent for each Item from the date condition with no dead cells or cracked cases;Batteries shall hold a charge and provide accepted to the Commencement Date,at the daily rate equal to the Interim Rent Daily adequate power to operate the Equipment;All Equipment shall have serviceable tires, Factor set forth in the Schedule multiplied by the portion of the total cost applicable to with 50%remaining tread,retaining proper air pressure,and without repair patches;All such Item payable with respect to each calendar month by the 10th day of the following oil and grease seals must contain lubrication in the manufacturer's designed reservoir; month and in any event on the Commencement Date. If,for any reason,the final cost All Equipment must have a relatively clean appearance;All Equipment must be free (all amounts Lessor pays in connection with the purchase,delivery and installation of from excessive wear necessitating major component repair or replacement caused by the Equipment, including any trade-up and buy out amounts,and any other amounts lack of recommended maintenance detailed in Equipment operation/maintenance financed,before application of any subsidies or like amounts)is more or less than the manuals;All Equipment shall be free from structural damage or bent frames;Any usage total cost in the Schedule(which is based on an estimate),each Rent Payment and the or metering devices must not have been altered in any way;All Equipment attachments, mandatory or optional fixed purchase price,if any,will be adjusted to provide Lessor if any,must be in good operating condition;All hydraulic cylinders must not be bent, the same yield it would have obtained if such final cost had been equal to such total nicked,gouged or leaking.If the Equipment is an electric golf car,then in addition to cost.Lessee agrees that the Schedule will be amended to reflect the final total cost and the above return provisions:(i)the golf car must be able to transport two(2)people and adjusted Rent Payment and purchase price, if appiicabie, by (i) written notice from their golf clubs;(ii)all batteries and battery terminals must be clean,free of corrosion Lessor to Lessee for adjustments of 10%or less;or(ii)signed Amendment.The Rent and have proper battery water levels; and (iii) each golf car must include operable Payment in the Schedule has been indexed to the LIBOR Swap Rate(fixed rate swap for battery chargers. Additionally,all Equipment must be able to complete the following floating 90-day LIBOR)for a similar term to the Initial Term,interpolated as necessary. tests:operate normally in forward and reverse directions through all its speed ranges or If such Swap Rate as of the date the final Item is accepted is more than the Swap Rate as gears,steer normally right and left in both forward and reverse,have all functions and of the date hereof,Lessor may increase the Rent Payment accordingly,and on or before controls work in a normal manner, be able to stop with its service brakes in a safe the Commencement Date, Lessee will sign an amendment reflecting such increase. distance in both forward and reverse, operate without leaking any fluids,perform its Lessee also shall pay all governmental fees,assessments and taxes,however designated, designed functions in a satisfactory manner,and all cutting units(if applicable)must be and any penalties or interest thereon,assessed on or related to the rent,this Lease or the able to lower, turn on, run, raise and shut off as they are designed to do. If any Equipment,when due or invoiced; and all costs and charges of every kind regarding Equipment is damaged or does not meet the standards set forth above for the return importation, shipment, delivery, installation, insurance, possession, use, lease, tax condition of such Equipment or if Lessee fails to discharge Lessee's obligations set forth treatment,return,repossession,storage and transfer of any Item,when incurred;and if under this Master Lease and/or a Lease with regard to any Equipment, Lessee shall Lessor,in its discretion,pays any such amount,Lessee shall reimburse Lessor therefore, remit to Lessor, immediately upon demand, the Stipulated Loss Value of such with interest,on demand,plus Lessor's administrative and other costs of paying and Equipment.The"Stipulated Loss Value"for a particular Item shall be an amount equal invoicing such amounts.Lessor may charge a late fee of 10%of any amount not paid by to:(i)the total of all monthly payments and other amounts,if any,due under the Lease Lessee within 10 days of its due date hereunder,and all interest provided for under this with respect to such Item as of the date of payment of the Stipulated Loss Value,plus Lease shall accrue at 18%per annum;provided that in no event shall such late fee or (ii)all rent not yet due for the Item for the remaining term of this Lease,discounted such interest exceed the maximum rate or amount permitted by applicable law.Lessee from their respective due dates at the rate of 3%per annum,plus(iii) the greater of(a) may from time to time make telephonic requests for, and Lessee hereby authorizes, the Mandatory Purhcase Price related to the Item;(b)the Item's"Anticipated Residual Lessor or its agents to make and draw checks or drafts on a checking account to be Value"as determined by Lessor's books at the Commencement Date;or(c) 10%of the designated by Lessee,payable to Lessor or order,to pay rent and other amounts due original total cost related to the[tem.Return Condition Standards applicable when the hereunder,plus Lessor's standard per item fee for making and drawing such check or Equipment is Golf Cars. The Return Condition Standards for golf cars are as follows: draftft not to exceed the maximum amount permitted by law. Lessor may rely on such (a)Equipment must start,stop,and turn properly;(b)Mechanically,all Equipment must request made by any person it believes has authority to make such request on behalf of be in operable condition upon retum and capable of being driven onto a transporter;(c) Lessee.Lessee will pay Lessor on demand a fee,in an amount determined by Lessor, Cosmetically, all Equipment and component pans are to be returned operable and not to exceed the maximum amount from time to time permitted by applicable law,for complete according to the original state,reasonable wear and tear expected; (d)All any check or automatic payment request returned due to insufficient funds or stop equipment shall have serviceable tires,with 50%remaining tread,retaining proper air Golf MasterLease__Muni ver I I.18.14 277490 7/16/2015 10:13 AM Page 1 pressure,and without repair patches; (e)All gauges will be operative and all fluid levels located,or the mortgagee or owner of such premises asserts the right to take possession to manufacturer's specifications;and,(f)if the Equipment is an electric golf car,then in thereof or exercise eviction or other remedies under the mortgage or lease of such addition to the other Return Condition Standards: (i) the golf car must be able to premises. transport two(2)people and their golf clubs;(ii)all batteries and battery terminals must 11. REMEDIES. At any time on or after an Event of Default,Lessor may in its sole be clean,free of corrosion and have proper battery water levels;and, (iii)each golf car discretion,with or without canceling or terminating this Lease,exercise one or more of must include operable battery chargers.Any missing Equipment and parts or damage to the following remedies: (a)on written notice to Lessee,cancel or terminate this Lease; the Equipment will result in a separate billing at replacement cost or fair market value. (b)declare immediately due and payable and recover from Lessee the sum of all rent Until properly returned, all Lease terms shall apply, including without limitation all and other amounts then due in the current fiscal year;(c)enforce performance of,and/or Lessee's rent,insurance and maintenance obligations. recover damages for the breach of, Lessee's covenants; (d) repossess the Equipment 6. DISCLAIMERS. LESSOR MAKES NO .WARRANTIES, EXPRESS OR wherever located,without notice or legal process;(e)exercise any other right or remedy IMPLIED,AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A available by law or agreement.Upon repossession,Lessor may retain the Equipment in PARTICULAR PURPOSE OF, THE ABSENCE OF ANY CLAIM OF full satisfaction of Lessee's obligations or may use reasonable efforts to sell or lease the INFRINGEMENT OR THE LIKE WITH RESPECT TO,OR ANY OTHER MATTER Equipment in a manner and on terms as deemed appropriate by Lessor. Lessor will be CONCERNING,THE EQUIPMENT, AND EXPRESSLY DISCLAIMS ANY SUCH entitled to any surplus and Lessee will be liable for any deficiency.Lessor may recover WARRANTIES AND ANY OTHER WARRANTIES IMPLIED BY LAW. LESSEE legal fees and other expenses incurred due to an Event of Default or the exercise of any HEREBY WAIVES ALL CLAIMS AGAINST LESSOR FOR ANY LOSS,DAMAGE remedy hereunder, including costs of repossession,repair, storage,transportation and OR EXPENSE CAUSED BY THE EQUIPMENT OR ANY DEFECT THEREIN,OR disposition of the Equipment. No remedy shall be exclusive, and each shall be BY THE DELIVERY, INSTALLATION, USE, MAINTENANCE OR SERVICING cumulative to the extent necessary for Lessor to recover amounts for which Lessee is OF OR ADJUSTMENT TO THE EQUIPMENT.AS TO LESSOR,LESSEE LEASES liable hereunder. THE EQUIPMENT AS-IS,WITH ALL FAULTS,WITHOUT WARRANTY OF ANY 12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, KIND.Lessee acknowledges that:Lessor is not a dealer or manufacturer of equipment assign,sublet,pledge or otherwise encumber or permit a lien arising through Lessee to of any kind;is not the seller of the Equipment;each Item is of a type,size,design and exist against any interest in this Lease or the Equipment.Lessor may assign its interest capacity selected solely by Lessee; and this Lease is a "finance lease" under UCC in this Lease and sell or grant a security interest in all or any part of the Equipment Article 2A in all respects.To the extent permitted by law,Lessee unconditionally and without notice to or consent of Lessee. Lessee agrees not to assert against any assignee irrevocably waives any and all rights and remedies against Lessor at law or in equity of Lessor any claim or defense Lessee may have against Lessor. (including,without limitation,any rights and remedies granted Lessee under Article 2A 13. NON-CANCELABLE,UNCONDITIONAL OBLIGATION. This Lease cannot be of the Uniform Commercial Code and/or the right to reject any Equipment or repudiate canceled or terminated except as expressly provided herein. This Lease is a net lease; this Lease). Lessee agrees that its obligation to pay rent and other amounts payable hereunder is 7. INDEMNITY. To the extent permitted by law, Lessee shall indemnify and hold absolute and unconditional and shall not be subject to any abatement,reduction,setoff Lessor harmless from any and all claims,actions,damages,legal expenses(including or defense of any kind. If this Lease is deemed to be a lease intended as security,(i) reasonable attomeys' fees), obligations, liabilities, liens, fines, penalties or other Lessee grants Lessor a security interest in the Equipment to secure its obligations under amounts arising out of the manufacture, purchase, lease, use, condition, possession, this Lease and all present and future indebtedness to Lessor; (ii) this Lease shall be ownership,operation or return of any Equipment,or in connection with latent or other construed so that interest,the applicable interest rate or other charges shall not exceed defects, or any claim for patent, trademark or copyright infringement, including any the maximum time price differential,rate,interest or amount allowed by applicable law, strict liability claims,whether arising by operation of law,or with or without Lessee's and any excess payment will be applied first to prepay principal hereunder and then as a fault or negligence or failure to comply with the terms hereof,and as a result of any lien, refund to Lessee; and (iii) this Lease is made under Minn. Stat. Sec. 334.022. The encumbrance or claim made on the Equipment by anyone,including Lessee's employees Equipment shall at all times remain Lessor's property,and Lessee's only right,title or and agents,imposed or incurred by or asserted against Lessor,its successors or assigns. interest therein shall be as set forth herein.•At its expense, Lessee shall protect and At Lessor's option, Lessee shall assume full responsibility for the defense of any defend Lessor's title and interest and keep the Equipment free of all claims and liens indemnified claim. except those created by or arising through Lessor.Lessee authorizes Lessor to file such 8. LOSS.Lessee shall bear the entire risk of loss,theft,damage or destruction of any financing statements, title certificates and instruments as Lessor deems necessary to or all Items from any cause whatsoever("Loss");and no Loss shall relieve Lessee of protect Lessor's interests in the Equipment, without Lessee's signature, and, if such any rent payment or other obligation hereunder.If Lessor determines that any Item has signature is needed, Lessee appoints Lessor as Lessee's attorney-in-fact to sign such suffered an irreparable Loss,Lessee will either(i)replace the[tern with like equipment items in Lessee's name. Lessee will reimburse Lessor's costs with respect thereto on (of the same year,make,model and accessories)in good repair,condition and working demand. Lessee's exact legal name is as shown above and Lessee represents and order;or(ii)pay Lessor the Stipulated Loss Value for such Item. warrants to Lessor that as of the date hereof,and throughout the term of the Lease: (a) 9. INSURANCE. With respect to the Equipment,Lessee shall pay for and maintain, Lessee is a political subdivision of the state or commonwealth in which it is located and and furnish Lessor a certificate evidencing,insurance insuring against:(a)liability for is organized and existing under the constitution and laws of such state or bodily injury and property damage with a minimum combined single limit of commonwealth; (b) Lessee has complied, and will comply, fully with all applicable $1,000,000.00 or such greater amount as may be prescribed by any applicable state law laws,rules,ordinances,and regulations governing open meetings,public bidding and specifying minimum insurance requirements,with Lessor as additional insured,and(b) appropriations required in connection with the Lease,the performance of its obligations loss or damage to the Equipment in an amount no less than the Equipment's full under the Lease and the acquisition and use of the Equipment;(c)the person(s)signing replacement value,with Lessor as loss payee. Each insurance policy shall be in such the Lease and any other documents required to be delivered in connection with the form,including a maximum deductible,and with such insurers as Lessor may accept, Lease(collectively,the"Documents")have the authority to do so,are acting with the shall require the insurer to give Lessor at least 30 days' prior written notice of any full authorization of Lessee's governing body,and hold the offices indicated below their cancellation or change in terms,and shall specify that no action or misrepresentation by signatures,each of which are genuine; (d)the Documents are and will remain valid, Lessee'vim!affect Lessor's coverage.Lessor has no duty to verify or notify Lessee that legal and binding Leases, and are and will remain enforceable against Lessee in any such policy exists or is free of defects.Lessee hereby appoints Lessor as Lessee's accordance with their terms; and (e) the Equipment is essential to the immediate attorney-in-fact to make claims, receive payments and execute and endorse all performance of a governmental or proprietary function by Lessee within the scope of its documents,checks or drafts under any such policy. If Lessee fails to maintain,pay for authority and will be used during the term of the Lease only by Lessee and only to or provide Lessor with evidence of the required insurance, Lessor may, but is not perform such function. Lessee further represents and warrants to Lessor that,as of the obligated to, obtain insurance covering Lessor's interest in the Equipment from an date each item of Equipment becomes subject to the Lease and any applicable Schedule, insurer of Lessor's choice. Lessor may charge Lessee the costs of acquiring and it has funds available to pay all Lease payments payable thereunder until the end of maintaining such insurance, and a fee for Lessor's services (collectively, "Insurance Lessee's then current fiscal year,and,in this regard and upon Lessor's request,Lessee Charge").At its discretion,Lessor may allocate the Insurance Charge to the remaining shall deliver in a form acceptable to Lessor a resolution enacted by Lessee's governing Rent Payments,which Lessee will pay with interest on such allocation.Nothing in this body, authorizing the appropriation of funds for the payment of Lessee's obligations Lease will create an insurance relationship of any type between Lessor and any other under the Lease during Lessee's then current fiscal year.Lessor may inspect the person. Equipment and Lessee's records related thereto at any time during business hours.All 10. DEFAULT. Each of the following is an"Event of Default"hereunder:(a)Lessee representations, warranties and indemnities of Lessee made or agreed to in or in fails to pay any rent or other payment required hereunder when due;(b)Lessee fails to connection with this Lease shall survive expiration,cancelation or termination of this comply with any other covenant or agreement hereunder and such failure continues for Lease. 10 days after notice by Lessor;(c)Lessee defaults under any other obligation to Lessor; 14. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. To the (d) Lessee or any guarantor of this Lease ("Guarantor"), or any partner of Lessee extent permitted by applicable law,Lessee agrees to take all necessary and timely action ("Partner")if Lessee is a partnership,ceases doing business as a going concern or makes during the Lease term to obtain and maintain funds appropriations sufficient to satisfy an assignment for the benefit of creditors;(e)Lessee or any Guarantor or Partner admits its payment obligations under the Lease (the "Obligations"), including, without in writing an inability to pay debts as they come due, voluntarily files or has filed limitation,providing for the Obligations in each budget submitted to obtain applicable against it involuntarily a petition under the federal Bankruptcy Code or any other appropriations,causing approval of such budget,and exhausting all available reviews present or future federal or state bankruptcy or insolvency law,or a trustee,receiver or and appeals if an appropriation sufficient to satisfy the Obligations is not made. liquidator is appointed for it or for all or a substantial part of its assets;(I)any individual Notwithstanding anything to the contrary provided in the Lease, if Lessee does not Lessee, Guarantor or Partner dies; (g) any material indebtedness of Lessee or any appropriate funds sufficient to make all payments due during any fiscal year under the Guarantor is accelerated or payment in full thereof is demanded; (h) Lessee or any Lease and Lessee does not otherwise have funds available to lawfully pay the Lease Guarantor consolidates with,merges into or transfers all or substantially all its assets to payments(a"Non-Appropriation Event"),and provided Lessee is not in default of any another entity or individual;or(i)Lessee fails to occupy the premises where any Item is of Lessee's obligations under such Lease as of the effective date of such termination, Golf MasterLease Muni ver.1 L 18.14 277490 7/16/2015 10:13 AM Page 2 Lessee may terminate such Lease effective as of the end of Lessee's last funded fiscal TRANSACTION CONTEMPLATED HEREBY. LESSEE AGREES year("Termination Date")without liability for future payments or the early termination THAT, AT LESSOR'S SOLE ELECTION AND charge under such Lease, if any, by giving at least 60 days' prior written notice of DETERMINATION,LESSOR MAY SELECT AN ALTERNATIVE termination("Termination Notice")to Lessor.If Lessee terminates the Lease prior to the expiration of the end of such Lease's Initial Term,or any extension or renewal thereof, FORUM, INCLUDING ARBITRATION OR MEDIATION, TO as permitted under the terms of the Lease or as set forth herein or in any Schedule, ADJUDICATE ANY DISPUTE ARISING OUT OF THIS LEASE. Lessee shall(i)on or before the Termination Date,return the Equipment subject to the THE PARTIES HERETO, AFTER CONSULTING (OR HAVING terminated Lease in accordance with the return requirements set forth in such Lease,(ii) HAD AN OPPORTUNITY TO CONSULT) WITH COUNSEL OF provide in the Termination Notice a certification of a responsible official that a Non- THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE Appropriation Event has occurred,(iii)deliver to Lessor, upon request by Lessor,an opinion of Lessee's counsel(addressed to Lessor)verifying that the Non-Appropriation ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR Event as set forth in the Termination Notice has occurred,and(iv)pay Lessor all sums PROCEEDING RELATING TO THIS LEASE, INCLUDING ANY payable to Lessor under such Lease up to and including the Termination Date.Lessee ACTION TO ENFORCE THIS LEASE OR ANY RELATED acknowledges and agrees that,in the event of the termination of a Lease and the retum AGREEMENTS. of the Equipment as provided for herein,Lessee shall have no interest whatsoever in the 18 MISCELLANEOUS.This Lease constitutes the entire agreement between Lessee Equipment or proceeds thereof and Lessor shall be entitled to retain for its own account and Lessor with respect to the subject matter hereof;there is no other oral or written the proceeds resulting from any disposition or re-leasing of the Equipment along with agreement or understanding.In Lessor's sole discretion,this Lease and other documents any advance rentals,security deposits or other sums previously paid by Lessee pursuant may be electronically copied and/or delivered by telecopier or other electronic means of to the terms of the Lease. The termination of a Lease under this Section shall not transmission("e-copy")and the e-co of any document shall be deemed an original, terminate this Master Lease or any other Leases made pursuant hereto,and shall not ( py) py y and admissible as such in any court or other proceeding;provided that there shall be terminate Lessee's obligation to make the required monthly payments for such Leases. only one original counterpart of each Schedule,and it shall bear the original signature of 15. DELIVERY OF CERTAIN DOCUMENTS AND RELATED REQUIREMENTS. Lessor and be marked"Original." To the extent a Schedule is"chattel paper",a security Lessee will execute or provide, as requested by Lessor, annual budget and financial or ownership interest may only be created therein by transferring the"Original"bearing information and such other documents and information,including an opinion of Lessee's Lessor's original signature. If Lessor permits Lessee to deliver this lease or any related counsel as to the validity and enforceability of this Master Lease and any Schedules,as document to Lessor via facsimile or other electronic means,Lessee shall deliver to Lessor, are reasonably necessary with respect to the transaction contemplated by this Lease. If promptly on request,such document bearing Lessee's original signature; provided that Lessee is a"Registered Organization"(as such term is defined in the UCC),then Lessee neither delivery nor failure to deliver the document bearing Lessee's original signature will:(i)upon request of Lessor,provide copies of its applicable registered organization shall limit or modify the representations and agreements set forth above. Except as documents;and(ii)not change its legal name or its chief executive office or state of expressly set forth herein, this Lease may not be amended or modified except by a organization,without,in each case,giving Lessor at least 30 days'prior written notice of writing manually signed by the parties. Lessee shall pay Lessor's costs, fees and any such event. expenses incurred in connection with any amendment,waiver,release,cancelation or 16. EXCESS USAGE AND SUPPLEMENTAL RENTALS(APPLICABLE TO TURF termination of this Lease or any related document,financing statement,title certificate CARE AND MAINTENANCE EQUIPMENT ONLY).At the end of the Initial Term, or instrument, including but not limited to filing and recording fees. This Lease is Lessee shall remit to Lessor$5.00 per hour on each Item that has hourly use in excess of binding on and inures to the benefit of the parties hereto,their permitted successors and the maximum hours as indicated on the applicable Schedule. Lessee shall remit such assigns. Any written notice hereunder shall be deemed given when delivered amounts within ten(10)days of Lessor's written demand.The hours of use of an Item personally,deposited with a nationally recognized overnight courier(with all fees pre- shall be determined by the hour meter attached to said Item,provided that such meter paid),delivered via facsimile or e-mail(with confirmation of transmission),or deposited remains operable and accurate. If any such hour meter becomes inoperable or in the United States mails, certified or registered mail, addressed to recipient at its inaccurate, Lessee shall immediately repair or replace same, and shall immediately address set forth above or such other address as may be substituted therefor by notice notify Lessor in writing of such event and of the correct hours of usage of the Item given pursuant to the terms hereof. Lessee hereby agrees that Lessor, including its during the period of time the hour meter was inoperable or inaccurate. Lessee shall vendors, service providers, partners, affiliates, successors and assigns, may contact promptly furnish Lessor such information as Lessor may reasonably request from time Lessee at any telephone number provided to Lessor,by placing voice telephone calls to time in order to document the hours of usage of the Equipment. (including use of automatic telephone dialing systems or prerecorded voice messaging) 17. GOVERNING LAW; JURY TRIAL WAIVER. THIS LEASE, or, in the case of wireless telephones or other wireless devices,by sending e-mail or AND ALL MATTERS OF THIS LEASE, INCLUDING ALL automated (SMS) text messages. If more than one Lessee is named herein, the INTEREST AND FINANCE CHARGES HEREUNDER,SHALL BE obligations of each shall be joint and several.Lessee authorizes,and represents that all GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, Lessee's principals have authorized, Lessor to obtain such credit bureau reports and FEDERAL LAW AND,TO THE EXTENT NOT PREEMPTED BY make such other credit inquiries with respect to Lessee and such principals as Lessor deems appropriate throughout the term of this Lease; on written request, Lessor will FEDERAL LAW, BY THE LAWS OF THE STATE OF identify any reporting agency used for such a reports.Lessee warrants and agrees that MINNESOTA (EXCLUDING CONFLICTS LAWS). LESSEE the Equipment is leased and will be used for business purposes only, and not for HEREBY CONSENTS TO JURISDICTION AND VENUE OF THE personal,family or household purposes. Our institution complies with Section 326 of FEDERAL OR STATE COURTS SITTING IN THE STATE OF the USA PATRIOT Act. This law mandates that we verify certain information about MINNESOTA FOR RESOLUTION OF ALL DISPUTES OF ANY you while processing your account application. NATURE WHATSOEVER REGARDING THIS LEASE OR ANY TCF Equipment Finance,a division of TCF �* Lessor: By: 0 a4 Operations-T.C. National Bank Lessee: City of Miami Beach,Florida By: Philip Levine,Mayor • - '/ '� ATTEST: EST: A' (d g ,r Ira.,el E. ranado,City lerk APPROVED AS TO FORM & LANGUAGE- & FO XE UTION C2A-9--- 1 1- g (2 ( (5 City Attorney Date Golf MasterLease_Muni ver.11.18.14 277490 7/16/2015 10:13 AM Page 3 r— 90CF � Equipment Schedule EQUIPMEN TFLNANVCEir (Fair Market Value Purchase Option) "Lease": Equipment Schedule Number 008-0188100-100 Dated ul 8 2015 to Master Lease Number 188100L Dated Jul 8,2015 The Lease Equipmen Sc edu e N b July July , "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 Contact:Steve Farell Phone:(305)532-3350 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,[A 50701-8926 This Equipment Schedule(this"Schedule")is entered into pursuant to and incorporates the terms of the Master Lease(except as expressly modified by this Schedule) identified above between Lessor and Lessee(the"Master Lease"and,together with this Schedule,this"Lease").All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease.Upon execution and delivery of this Schedule by Lessor and Lessee,and Lessee's acceptance of the Equipment described below,Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease. SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Interim Rent Security Deposit Date 36 Period $5,810.20 Payment(s) Daily Factor Months Monthly plus applicable taxes N/A N/A N/A For Installments(s): N/A EQUIPMENT,PERSONAL PROPERTY,SERVICES AND/OR SOFTWARE(The"Equipment"): Description(including features) Location (75)2016 E-Z-.GO TXT Electric Golf Cars&(1)2016 E-Z-GO Freedom Electric Golf Car Miami Beach Golf Club,2301 Alton Road,Miami together with all attachments and accessories thereto Beach,FL 33140 Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1. So long as this Lease has not been canceled or terminated early and no Event of Default exists,upon expiration of the Initial Term("Lease End"),Lessee may purchase all,but not less than all,of the Equipment for the fair market value of the Equipment,as mutually determined by Lessor and Lessee,plus all sales and use taxes arising on the sale of the Equipment.To exercise the foregoing purchase option,Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End.If Lessee fails to give such notice,or if the parties cannot agree on the Fair Market Value of the Equipment by 60 days before Lease End,then the purchase option shall lapse.If the purchase option lapses,then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions.If Lessee fails to give such notice,or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease,this Lease will automatically renew,at the same rental and other terms set forth in this Lease,for additional successive noncancelable 1-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and fails to timely pay the purchase price,then Lessor may,in its sole discretion,by written notice to Lessee(a)treat the Equipment as purchased and enforce payment of the purchase price,or(b)by written notice to Lessee, declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease,the Equipment will be deemed transferred to Lessee at its then location and,on Lessee's request at such time,Lessor will deliver to Lessee a bill of sale for the Equipment,"WHERE IS,AS IS"WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT,EXPRESS OR IMPLIED. 4. TCF Equipment Finance,a division of TCF Lessor: National Bank 9 By: Operations-T.C. Lessee: City of Miami Beach,Florida By: W Levi Stilip -,Mayor ti 47/ Raf. 1 E..Granado,City lerk • APPROVED AS TO • FORM & LANGUAGE &F EXECUTION 9S l (5 City Attorney Dote miniMaster_SchFMV ver.03/24/2010 277490 SA 7/16/2015 10:09 AM Page 1 Ai/Ma. 411111111.1111%. '11$ 1915-2;1[5 !v\I AM BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov OFFICE OF THE CITY ATTORNEY Tel: 305-673-7470, Fax: 305-673-7002 Date: August 21, 2015 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive, Miami Beach, FL 33139 Lessor: TCF Equipment Finance, a division of TCF National Bank 1111 West San Marnan Dr, Suite A2 West Waterloo, IA 50701-8926 Re: Contract 008-0188100-100, dated as of July 8, 2015, by and between City of Miami Beach, Florida and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above(the"Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full,true and correct legal name of Lessee is City of Miami Beach, Florida. 2. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Lease have been performed in accordance with all applicable open meeting laws and public bidding laws of the City of Miami Beach and the State, and all other applicable State and Federal laws. 5. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. We are committed to providing excellent public service and safety to all who live, work, and play in our vibrant, tropical, historic community. Opinion of Counsel-Contract 008-0188100-100 Page 2 6. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease;the appropriation of monies to make Rental Payments under the Lease for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, RAUL J. AGUILA City Attorney RJA/mmm We are committed to providing excellent public service and safety to all who live, work,and play in our vibrant,tropical, historic community. Self-Insurance Addendum The"Contract":Lease Number 008-0188100-100 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Addendum is part of,and reference is hereby made to,the above-referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance,so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee,and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum(as determined by Lessor in its sole discretion),Lessee may self-insure against physical loss or damage to the Equipment,as defined in the Contract,to the same extent it self-insures equipment and other goods which it owns that are similar in nature to the Equipment,provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self-insure,substantially in the form attached to this Addendum. In the event(a)Lessee ceases to be self-insured or elects not to be self-insured with respect to a specific item of Equipment,or(b)Lessor notifies Lessee that Lessee may no longer self-insure due to a default having occurred under the Contractor another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee, then this Addendum shall become void and Lessee shall immediately procure and maintain insurance against the physical loss or damage to the Equipment in an amount no less than the Equipment's full replacement value,with Lessor as loss payee. Such insurance shall be in such a form,including maximum deductible,and with such insurers as Lessor may accept,shall require the insurer to give Lessor at least 30 days'prior written notice of any cancellation or change in terms,and shall specify that no action or misrepresentation by Lessee will affect Lessor's coverage. Lessee will also appoint Lessor as attorney-in-fact to make claims,receive payments and execute and endorse all documents,checks or drafts under such policies. Lessee shall furnish certificates evidencing the foregoing policies from time to time at Lessor's request. Except as expressly set forth in this Addendum,nothing herein shall be deemed —o i'essee's obligations under the Contract. Dated as of / .: ,// / Lessee: City of Miami Beach,Florida , . By: / /t' ./ Philip Levine,Mayor ir / ATTEST: Raffle E.Gran-ids,City 'erk / APPROVED GU TO FORM &(A &F R EXECUTION , 4.,1 Cv Si 1 t i 15 City Attorney Dote Selfnsurance Addendum ver.06.09.2014 277490 SA 7/8/2015 11:39 AM f The"Contract":Lease Number 008-0188100-100 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 SELF-INSURANCE CERTIFICATE-PROPERTY DAMAGE To Lessor: This is to acknowledge that the above-referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor,for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing,via certified mail,in the event of any theft,loss,damage or other casualty to the Equipment within 48 hours of the date of such occurrence. Dated as of Lessee: City of Miami Beach,Florida By / Ar. , . Title: /1:- ATTEST: dI/ - Rai el E, i IV :n Iclo,City CI,'k 1 . APPROVED AS TO FORM & LANGUAGE & FOA EXECUTION S c::::: k..0\ L'e" City Attorney Date Selflnsurance Addendum ver.06.09.2014 277490 SA 7/8/2015 11:39 AM ( MI. EQUIPMENT FLNA a CERTIFICATE OF INCUMBENCY LEASE-PURCHASE AGREEMENT NO.008-0188100-100 DATED AS OF July 8,2015 Se I, , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Miami Beach, Florida(the"Lessee"), a political subdivision duly organized and existing under the laws of the State of Florida,and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE SIGNATURE IN WITNESS WHEREOF,I have duly executed this certificate this day of _F , ,20 . /J_ Signed: f' r itle: .� NOTE: The Clerk-or Secretary to the Board should sign unless that person is also t if! or o. documents in which case the Board President or some other Officer of the District should execute this document. ATTEST: Rafael E..Granada,City Clerk APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ddf City Attorney Date Muni_Lease v.02.12.15 277490 SA 7/8/2015 10:48 AM 1 Delivery and Acceptance r WPMENTFLNAVCEw "Lessee" Ci ty of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 Delivery and Acceptance agreement attached to and made a part of Lease 008-0188100-100 dated July 8,2015(the"Lease"). This Certificate relates to the Equipment(the"Equipment")that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct,(iii)the Equipment,together with any supporting documentation,is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s),by signing this Certificate,Lessee hereby transfers all of Lessee's right,title and interest in and to the Equipment to Lessor,except to the extent set forth in the Lease,whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE,FOR ANY REASON WHATSOEVER (Acceptance Date: Lessee: City of Miami Beach,Florida , ( By: Tit _ e _ Printed Name: • i Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. A j RSA/ Rafael E.Granath),City Clerk Delivery_Acceptance ver.05/04/2011 277490 SA 7/8/2015 10:40 AM Equipment Schedule EQLIPMENI FIlA4 C� (Fair Market Value Purchase Option) I The"Lease": Equipment Schedule Number 008-0188100-101 Dated July 8,2015 to Master Lease Number 188100L Dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 Contact:Steve Farell Phone:(305)532-3350 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Equipment Schedule(this"Schedule")is entered into pursuant to and incorporates the terms of the Master Lease(except as expressly modified by this Schedule) identified above between Lessor and Lessee(the"Master Lease"and,together with this Schedule,this"Lease").All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease.Upon execution and delivery of this Schedule by Lessor and Lessee,and Lessee's acceptance of the Equipment described below,Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease. SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Interim Rent Security Deposit Date 36 Period $4,941.54 Payment(s) Daily Factor Months Monthly plus applicable taxes N/A N/A N/A For Installments(s): N/A EQUIPMENT,PERSONAL PROPERTY,SERVICES AND/OR SOFTWARE(The"Equipment"): Description(including features) Location (2)2016 Cushman Refresher FS4,(2)2016 Cushman Hauler 800E Utility Vehicle,(2)2016 Miami Beach Golf Club,2301 Alton Road,Miami Cushman Hauler 800G Utility Vehicle,(83)Tek Vue 10EX GPS Systems together with all Beach,FL 33140 attachments and accessories thereto Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1. So long as this Lease has not been canceled or terminated early and no Event of Default exists,upon expiration of the Initial Term("Lease End"),Lessee may purchase all,but not less than all,of the Equipment for the fair market value of the Equipment,as mutually determined by Lessor and Lessee,plus all sales and use taxes arising on the sale of the Equipment.To exercise the foregoing purchase option,Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End.If Lessee fails to give such notice,or if the parties cannot agree on the Fair Market Value of the Equipment by 60 days before Lease End,then the purchase option shall lapse.If the purchase option lapses,then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions.If Lessee fails to give such notice,or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease,this Lease will automatically renew,at the same rental and other terms set forth in this Lease,for additional successive noncancelable 1-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and fails to timely pay the purchase price,then Lessor may,in its sole discretion,by written notice to Lessee(a)treat the Equipment as purchased and enforce payment of the purchase price,or(b)by written notice to Lessee, declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease,the Equipment will be deemed transferred to Lessee at its then location and,on Lessee's request at such time,Lessor will deliver to Lessee a bill of sale for the Equipment,"WHERE IS,AS IS"WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT,EXPRESS OR IMPLIED. 4. TCF Equipment Finance,a division of TCF c 101,,//. Lessor: By: , �.� National Bank ►ir= Operations-T.C. Philip Mayor City of Miami Beach,Florida By: Phili Levine,Ma or ATTEST: 4110 • its r it Rafae. E._Granado,City Clerk APPROVED AS TO FORM & LANGUAGE nR,ExEcuTION , City Attorney Date miniMaster_SchFMV ver.03/24/2010 277492 SA 7/16/2015 9:41 AM Page I I - - .i- r..r . _. 1915.2::4.5 At\Ar BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov OFFICE OF THE CITY ATTORNEY Tel: 305-673-7470, Fax: 305-673-7002 Date: August 21, 2015 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive, Miami Beach, FL 33139 Lessor: TCF Equipment Finance, a division of TCF National Bank 1111 West San Marnan Dr, Suite A2 West Waterloo, IA 50701-8926 Re: Contract 008-0188100-101, dated as of July 8, 2015, by and between City of Miami Beach, Florida and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above(the"Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full,true and correct legal name of Lessee is City of Miami Beach, Florida. 2. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Lease have been performed in accordance with all applicable open meeting laws and public bidding laws of the City of Miami Beach and the State, and all other applicable State and Federal laws. 5. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. We are committed to providing excellent public service and safety to all who live, work,and play in our vibrant, tropical, historic community. Opinion of Counsel-Contract 008-0188100-101 Page 2 6. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, g f RAUL J. AGUILA City Attorney RJA/mm We are committed to providing excellent public service and safety to all who live, work,and ploy in our vibrant, tropical, historic community. Self-Insurance Addendum The"Contract":Lease Number 008-0188100-101 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Addendum is part of and reference is hereby made to,the above-referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance,so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee,and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum(as determined by Lessor in its sole discretion),Lessee may self-insure against physical loss or damage to the Equipment,as defined in the Contract,to the same extent it self-insures equipment and other goods which it owns that are similar in nature to the Equipment,provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self-insure,substantially in the form attached to this Addendum. In the event(a)Lessee ceases to be self-insured or elects not to be self-insured with respect to a specific item of Equipment,or(b)Lessor notifies Lessee that Lessee may no longer self-insure due to a default having occurred under the Contractor another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee,then this Addendum shall become void and Lessee shall immediately procure and maintain insurance against the physical loss or damage to the Equipment in an amount no less than the Equipment's full replacement value,with Lessor as loss payee. Such insurance shall be in such a form, including maximum deductible,and with such insurers as Lessor may accept,shall require the insurer to give Lessor at least 30 days'prior written notice of any cancellation or change in terms,and shall specify that no action or misrepresentation by Lessee will affect Lessor's coverage. Lessee will also appoint Lessor as attorney-in-fact to make claims,receive payments and execute and endorse all documents,checks or drafts under such policies. Lessee shall furnish certificates evidencing the foregoing policies from time to time at Lessor's request. Except as expressly set forth in this Addendum,nothing herein shall be deee'-d +.dify Lessee's obligations under the Contract. Dated as of Lessee: City of Miami Beach,Florida By //.. Philip Levine,Mayor ATTEST: � s//f— • p Rafael E...Oranadn,City Clerk i ,/ AS TO APPROVE N • GUAGE FORM & LA &F R EXECUTION • €(Z1 \15 Dot. City Attorney SelfInsurance Addendum ver.06.09.2014 277490 SA 7/8/2015 12:15 PM The"Contract":Lease Number 008-0188100-101 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 SELF-INSURANCE CERTIFICATE—PROPERTY DAMAGE To Lessor: This is to acknowledge that the above-referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor,for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing,via certified mail, in the event of any theft,loss,damage or other casualty to the Equipment within 48 hours of the date of such occurrence. _,Dated as of Lessee: City of Miami Beach,Florida VBy: Ni =rte Title: '° ATTEST: Rafe E. ado,Ci C APPROVED AS& LANGUAGE FORM LANGU & OR EXECUTION ov\ 2-z f City Attorney Date Seltlnsurance Addendum ver.06.09.2014 277490 SA 7/8/2015 12:15 PM . EQUEKfMAN CERTIFICATE OF INCUMBENCY LEASE-PURCHASE AGREEMENT NO.008-0188100-101 DATED AS OF July 8,2015 I, , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Miami Beach,Florida(the "Lessee"),a political subdivision duly organized and existing under the laws of the State of Florida,and that,as of the date hereof,the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE SIGNATURE IN WITNESS WHEREOF,I have duly executed this certificate this day of _ ,20 40 f Sinned: b _ Title: NOTE: The Clerk or Secretary to the Board should sign unless that person is also the sig,• the,o!q ments in which case the Board President or some other Officer of the District should execute this document. !// /,' • ATTEST: / i . Rafael E...Granado,City Clerk APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 2cLaAA g r(5 City Attorney Date Mini_Lease v.02.12.15 277490 SA 7/8/2015 11:54 AM 1 ■ Delivery and Acceptance EQL:PNIENFLIANcE___s„) "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 Delivery and Acceptance agreement attached to and made a part of Lease 008-0188100-101 dated July 8,2015(the"Lease"). This Certificate relates to the Equipment(the"Equipment")that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct,(iii)the Equipment,together with any supporting documentation, is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s),by signing this Certificate,Lessee hereby transfers all of Lessee's right,title and interest in and to the Equipment to Lessor,except to the extent set forth in the Lease,whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE.FOR ANY REASON WHATSOEVER �..yAcceptance Date: / ; • • :� Lessee: City of Miami Beach,Florida By: Title: I ;',rin ame: ATTEST: Rafael E.Granado, ity Clerk • Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. Delivery_Acceptance ver.05/04/2011 277492 SA 7/8/2015 11:49 AM • IMF Equipment Schedule EQLIPMEN FNANCE® - (Fair Market Value Purchase Option) The"Lease": Equipment Schedule Number 008-0188100-102 Dated July 8,2015 to Master Lease Number 188100L Dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 Contact:Steve Farell Phone:(305)532-3350 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Equipment Schedule(this"Schedule")is entered into pursuant to and incorporates the terms of the Master Lease(except as expressly modified by this Schedule) identified above between Lessor and Lessee(the"Master Lease"and,together with this Schedule,this"Lease").All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease.Upon execution and delivery of this Schedule by Lessor and Lessee,and Lessee's acceptance of the Equipment described below,Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease. SUMMARY OF TERM AND RENTAL PAYMENT S: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Interim Rent Security Deposit Date 36 Period $5,580.85 Payment(s) Daily Factor Months Monthly plus applicable taxes N/A N/A N/A For Installments(s): N/A EQUIPMMENT,PERSONAL PROPERTY,SERVICES AND/OR SOFTWARE(The"Equipment"): Description(including features) Location (72)2016 E-Z-GO TXT Electric Golf Cars&(1)2016 E-Z-GO Freedom Electric Golf Car Normandy Shores Golf Club,2401 Biarritz Drive, together with all attachments and accessories thereto Miami Beach,FL 33141 Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1. So long as this Lease has not been canceled or terminated early and no Event of Default exists,upon expiration of the Initial Term("Lease End"),Lessee may purchase all,but not less than all,of the Equipment for the fair market value of the Equipment,as mutually determined by Lessor and Lessee,plus all sales and use taxes arising on the sale of the Equipment.To exercise the foregoing purchase option,Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End.If Lessee fails to give such notice,or if the parties cannot agree on the Fair Market Value of the Equipment by 60 days before Lease End,then the purchase option shall lapse.If the purchase option lapses,then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request retum location instructions.If Lessee fails to give such notice,or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease,this Lease will automatically renew,at the same rental and other terms set forth in this Lease,for additional successive noncancelable I-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and fails to timely pay the purchase price,then Lessor may,in its sole discretion,by written notice to Lessee(a)treat the Equipment as purchased and enforce payment of the purchase price,or(b)by written notice to Lessee, declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease,the Equipment will be deemed transferred to Lessee at its then location and,on Lessee's request at such time,Lessor will deliver to Lessee a bill of sale for the Equipment,"WHERE IS,AS IS"WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT,EXPRESS OR IMPLIED. 4. • TCF Equipment Ok Finance,a division of TCF y� . Lessor: By:/11 :.erations T.C. National Bank Lessee: City of Miami Beach,Florida By: ATf�Levine Mayor / / tqHfc-- Rafael E.._ ranado,City Clerk . APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorney Date miniMaster_SchFMV ver.03/24/2010 277498 SA 7/16/2015 9:45 AM Page 1 �11.11111ft. • -.■■•■� 1915•2:14.5 MI AM BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov OFFICE OF THE CITY ATTORNEY Tel: 305-673-7470, Fax: 305-673-7002 Date: August 21, 2015 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive, Miami Beach, FL 33139 Lessor: TCF Equipment Finance, a division of TCF National Bank 1111 West San Marnan Dr, Suite A2 West Waterloo, IA 50701-8926 Re: Contract 008-0188100-102, dated as of July 8, 2015, by and between City of Miami Beach, Florida and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above(the"Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full,true and correct legal name of Lessee is City of Miami Beach, Florida. 2. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms,except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Lease have been performed in accordance with all applicable open meeting laws and public bidding laws of the City of Miami Beach and the State, and all other applicable State and Federal laws. 5. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. We ore committed to providing excellent public service and safety to all who live, work,and play in our vibrant, tropical,historic community. Opinion of Counsel-Contract 008-0188100-102 Page 2 6. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease;the appropriation of monies to make Rental Payments under the Lease for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, tApI RAUL J. AGUILA City Attorney RJA/mm We are committed to providing excellent public service and safety to oll who live, work,and play in our vibrant, tropical, historic community. IMF ---, Self-Insurance Addendum EQUIPIENT The"Contract":Lease Number 008-0188100-102 dated July 8,2015 "Lessee" City of Miami Beach,Florida, 1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San 1'1arnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Addendum is part of,and reference is hereby made to,the above-referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance,so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee,and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum(as determined by Lessor in its sole discretion),Lessee may self-insure against physical loss or damage to the Equipment,as defined in the Contract,to the same extent it self-insures equipment and other goods which it owns that are similar in nature to the Equipment,provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self-insure,substantially in the form attached to this Addendum. In the event(a)Lessee ceases to be self-insured or elects not to be self-insured with respect to a specific item of Equipment,or(b)Lessor notifies Lessee that Lessee may no longer self-insure due to a default having occurred under the Contractor another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee,then this Addendum shall become void and Lessee shall immediately procure and maintain insurance against the physical loss or damage to the Equipment in an amount no less than the Equipment's full replacement value,with Lessor as loss payee. Such insurance shall be in such a form,including maximum deductible,and with such insurers as Lessor may accept,shall require the insurer to give Lessor at least 30 days'prior written notice of any cancellation or change in terms,and shall specify that no action or misrepresentation by Lessee will affect Lessor's coverage. Lessee will also appoint Lessor as attorney-in-fact to make claims,receive payments and execute and endorse all documents,checks or drafts under such policies. Lessee shall furnish certificates evidencing the foregoing policies from time to time at Lessor's request. Except as expressly set forth in this Addendum,nothing herein shall be deemed to modify Lease obligations under the Contract. Dated as of Lessee: City of Miami Beach,Florida By: i y Philip Levine,Mayor F 7 / ATTEST: ld Si 1r Rafa': E.Cra:do,Ci Clcrk . APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION a,l 080: & -21 - ( 5 City Attorney Date Selflnsurance Addendum ver.06 09.2014 277490 SA"7/8/2015 12:27 PM The"Contract":Lease Number 008-0188100-102 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 SELF-INSURANCE CERTIFICATE—PROPERTY DAMAGE To Lessor: This is to acknowledge that the above-referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor,for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing,via certified mail,in the event of any theft,loss,damage or other casualty to the Equipment within 48 hours of the date of such occurrence. Dated as of i Lessee: City of Miami Beach,Florida By. )(Title: • // rI / l f ld Ra ael E...Granado,Ci Cler APPROVED AS AGE FORM & LANGUAGE OR EXECUTION tw\ C 8"""°2 — I 5 City Attorney Date SeltInsurance Addendum ver.06.09.2014 277490 SA 7/8/2015 12:27 PM • EQi11fEKPF4NANC�®� CERTIFICATE OF INCUMBENCY LEASE-PURCHASE AGREEMENT NO.008-0188100-102 DATED AS OF July 8,2015 I, , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Miami Beach,Florida(the "Lessee"),a political subdivision duly organized and existing under the laws of the State of Florida,and that,as of the date hereof,the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE SIGNATURE IN WITNESS WHEREOF,I have duly executed this certificate this day of _ ,20 . .A., Signed: te' Title: NOTE: The Clerk or Secretary to the Board should sign unless that person is also the sig .r of e..v.uments in which case the Board President or some other Officer of the District should execute this document. ATTEST. 8 fir Rafael E..Granado,City Clerk APPROVED AS TO FORM & LANGUAGE & R EXECUTION a,,,s .(--- - z I — r S City Attorney Date Muni_Lease v.02.12.15 277490 SA 7/8/2015 12:26 PM _ 1 IMF' Delivery and Acceptance _ EQUIPMENTFINANCE.2) "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 Delivery and Acceptance agreement attached to and made a part of Lease 008-0188100-102 dated July 8,2015(the"Lease"). This Certificate relates to the Equipment(the"Equipment")that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that(i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct,(iii)the Equipment,together with any supporting documentation,is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s),by signing this Certificate,Lessee hereby transfers all of Lessee's right,title and interest in and to the Equipment to Lessor,except to the extent set forth in the Lease,whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE,FOR ANY REASON WHATSOEVER )Acceptance Date: / '' Lessee: City of Miami Beach,Florida „ By: Title: No,./ /,/: : ./,` / lir ATTEST: / 4"io/ /ir Raf E..Granado,City erk Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. Delivery_Acceptance ver.05/04/2011 277498 SA 7/8/2015 12:12 PM , ICY') Equipment Schedule EQT.I EENI FLNANCE (Fair Market Value Purchase Option) The"Lease": Equipment Schedule Number 008-0188100-103 Dated July 8,2015 to Master Lease Number 188100L Dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 Contact:Steve Farell Phone:(305)532-3350 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Equipment Schedule(this"Schedule")is entered into pursuant to and incorporates the terms of the Master Lease(except as expressly modified by this Schedule) identified above between Lessor and Lessee(the"Master Lease"and,together with this Schedule,this"Lease").All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease.Upon execution and delivery of this Schedule by Lessor and Lessee,and Lessee's acceptance of the Equipment described below,Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease. SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Interim Rent Security Deposit Date 36 Period $920.06 Payment(s) Daily Factor Months Monthly plus applicable taxes N/A N/A N/A For Installments(s): N/A EQUIPMENT,PERSONAL PROPERTY,SERVICES AND/OR SOFTWARE(The"Equipment"): Description(including features) Location (1)2016 Cushman Refresher FS4,(1)2016 Cushman Hauler 800E Utility Vehicle&(2) Normandy Shores Golf Club,2401 Biarritz Drive; 2016 Cushman Hauler 800G Utility Vehicle together with all attachments and accessories Miami Beach,FL 33141 thereto Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1. So long as this Lease has not been canceled or terminated early and no Event of Default exists,upon expiration of the Initial Term("Lease End"),Lessee may purchase all,but not less than all,of the Equipment for the fair market value of the Equipment,as mutually determined by Lessor and Lessee,plus all sales and use taxes arising on the sale of the Equipment.To exercise the foregoing purchase option,Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End.If Lessee fails to give such notice,or if the parties cannot agree on the Fair Market Value of the Equipment by 60 days before Lease End,then the purchase option shall lapse.If the purchase option lapses,then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions.If Lessee fails to give such notice,or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease,this Lease will automatically renew,at the same rental and other terms set forth in this Lease,for additional successive noncancelable 1-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph I and fails to timely pay the purchase price,then Lessor may,in its sole discretion,by written notice to Lessee(a)treat the Equipment as purchased and enforce payment of the purchase price,or(b)by written notice to Lessee, declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease,the Equipment will be deemed transferred to Lessee at its then location and,on Lessee's request at such time,Lessor will deliver to Lessee a bill of sale for the Equipment,"WHERE IS,AS IS"WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT,EXPRESS OR IMPLIED. 4. ,y TCF Equipment Finance,a division of TCF ' - Lessor: By (AA` / ��,,, Operations T.C. National Bank / Lessee: City of Miami Beach,Florida , By: % �/ Philip Levine,Mayor / ATTEST: / io /rAr Rafael E.,Granado,City Clerk AS TO APPROVED • GUAGE FORM & LA ay\ 011„; &FOR EXECUTION City Attorney Date miniMaster_SchFMV ver.03/24/2010 277499 SA 7/16/2015 9:56 AM Page 1 E mi m E ms�ammil■ 1915•'20,13 MdI AAA 1BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov OFFICE OF THE CITY ATTORNEY Tel: 305-673-7470, Fax: 305-673-7002 Date: August 21, 2015 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive, Miami Beach, FL 33139 Lessor: TCF Equipment Finance, a division of TCF National Bank 1111 West San Marnan Dr, Suite A2 West Waterloo, IA 50701-8926 Re: Contract 008-0188100-103, dated as of July 8, 2015, by and between City of Miami Beach, Florida and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above(the"Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true and correct legal name of Lessee is City of Miami Beach, Florida. 2. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Lease have been performed in accordance with all applicable open meeting laws and public bidding laws of the City of Miami Beach and the State, and all other applicable State and Federal laws. 5. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. We are committed to providing excellent public service and safety to all who live, work,and play in our vibrant, tropical, historic community. Opinion of Counsel-Contract 008-0188100-103 Page 2 6. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease;the appropriation of monies to make Rental Payments under the Lease for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, RAUL J. AG U I LA City Attorney RJA/mm We are committed to providing excellent public service and safety to all who live, work, and play in our vibrant, tropical, historic community. Self-Insurance Addendum The"Contract":Lease Number 008-0188100-103 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 This Addendum is part of,and reference is hereby made to,the above-referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance,so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee,and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum(as determined by Lessor in its sole discretion),Lessee may self-insure against physical loss or damage to the Equipment,as defined in the Contract,to the same extent it self-insures equipment and other goods which it owns that are similar in nature to the Equipment,provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self-insure,substantially in the form attached to this Addendum. In the event(a)Lessee ceases to be self-insured or elects not to be self-insured with respect to a specific item of Equipment,or(b)Lessor notifies Lessee that Lessee may no longer self-insure due to a default having occurred under the Contractor another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee,then this Addendum shall become void and Lessee shall immediately procure and maintain insurance against the physical loss or damage to the Equipment in an amount no less than the Equipment's full replacement value,with Lessor as loss payee. Such insurance shall be in such a form,including maximum deductible,and with such insurers as Lessor may accept,shall require the insurer to give Lessor at least 30 days'prior written notice of any cancellation or change in terms,and shall specify that no action or misrepresentation by Lessee will affect Lessor's coverage. Lessee will also appoint Lessor as attorney-in-fact to make claims,receive payments and execute and endorse all documents,checks or drafts under such policies. Lessee shall furnish certificates evidencing the foregoing policies from time to time at Lessor's request. Except as expressly set forth in this Addendum,nothing herein shall be deemed''CO t ''-i r+, essee's obligations under the Contract. i Dated as of � Lessee: City of Miami Beach,Florida c.By: Philip Levine,Mayor .1� J�^ ATTEST: / • t' , Rafael E.Granado, ity Clerk APPROVED GuAG FORM E & CUTION & OR E City Attorney SelfInsurance Addendum ver.06.09 2014 277490 SA 7/8/2015 12:55 PM DOtZe The"Contract":Lease Number 008-0188100-103 dated July 8,2015 "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 SELF-INSURANCE CERTIFICATE—PROPERTY DAMAGE To Lessor: This is to acknowledge that the above-referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor,for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing,via certified mail,in the event of any theft,loss,damage or other casualty to the Equipment within 48 hours of the date of such occurrence. Dated as of r Lessee: City of Miami Beach,Florida By: l Ti = ATTEST: Rafa I / !< f Clerk E..Qranado,C ty Cler APPROVED AS TO FORM & LANGUAGE &F R EXECUTION er City Attorney Date Selflnsurance Addendum ver.06.09.2014 277490 SA 7/8/2015 12:55 PM r Mil... CERTIFICATE OF INCUMBENCY LEASE-PURCHASE AGREEMENT NO.008-0188100-103 DATED AS OF July 8,2015 I, , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Miami Beach, Florida(the"Lessee"),a political subdivision duly organized and existing under the laws of the State of Florida, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE SIGNATURE IN WITNESS WHEREOF,I have duly executed this certificate this day of r" ), , ,20 . ./,�G f f/ i x J i Signed: I '' Title: f, / i/ / / NOTE: The Clerk or Secretary to the Board should sign unless that person is also the signor of t I e!-.cuments in which case the Board President or some other Officer of the District should execute this document. ATTEST: ldtcr Rafael E..Granado City Icrk APPROVED GU GE FORM &LA &F R EXECUTION cs. i___. City Attorney Date Muni_Lease v.02.12.15 277490 SA 7/8/2015 12:59 PM 1 MT, Delivery and Acceptance EQL MENT DIANGEa _____) "Lessee" City of Miami Beach,Florida,1700 Convention Center Drive,Miami Beach,FL 33139 "Lessor" TCF Equipment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926 Delivery and Acceptance agreement attached to and made a part of Lease 008-0188100-103 dated July 8,2015(the"Lease"). This Certificate relates to the Equipment(the"Equipment")that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that(i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct,(iii)the Equipment,together with any supporting documentation,is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s),by signing this Certificate,Lessee hereby transfers all of Lessee's right,title and interest in and to the Equipment to Lessor,except to the extent set forth in the Lease,whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE,FOR ANY REASON WHATSOEVER Acceptance Date: ,'�//7 /, 1% / 1 �,,�, Lessee: City of Miami Beach,Florida �,_ By: / /,�!%" Title: / fir tlr- P• 6,,.-d Name: ATTEST: • ReZt 11-4Ahr ael E.Granado,City Clerk Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. Delivery_Acceptance ver.05/04/2011 277499 SA 7/8/2015 12:50 PM