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Master Lease No. 188100L 2ofY-3O4GG 1tcf equipment finance FLORIDA ADDENDUM TO MASTER LEASE NO.1881001.DATED AS OF August 21,2018 LESSOR: TCF EquipmentFinance,a division of TCF National Bank LESSEE: City of Miami Beach,Florida This Addendum is hereby incorporated in and is hereby made a part of the above-referenced Master Lease No.1881OOL(together with all Exhibits and Attachments and this Addendum,the'Master Lease'). Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms th the Master Lease and that the following changes and additions shall be made to the Master Lease: I. Section 3 of the Master Lease is hereby amended by adding the followmg sentences to the end of said Section: Lessor and Lessee understand and intend that Lessee's obligation to pay Rent Payments hereunder will constitute a current expense and will not in any way be construed to be a debt in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness.nor will anything contained herein constitute a pledge of Lessee's ad valorem tax revenues,fords or moneys. Lessor and Lessee furter understand that the use of'the ad valorem taxing power to make Rent Payments cannot be compelled.Notwithstanding anything contained in this Lease to the contrary,all payments due under this Lease will be remitted in accordance with and governed by the mandatory provisions of the Florida Prompt Payment Act,sec.218.70,Florida Statutes,et.seq. 2. The third(Yd)sentence of Section 11 of the Master Lease is hereby amended to be deleted in its entirety and replaced with the following sentence: Lessor will be entitled to any surplus. 3. Section 10 of the Master Lease is hereby amended by adding the following language to the end of said Section: Upon return of Equipment to Lessor aq d by this Section,lessor TI use our best efforts to lease or sell that Equipment upon such terms as Lessor,in reasonableur judgment,deem prudent. lessor will apply thenet proceeds 1 that sale or lease thefollowing manner (i)first.to reimburse all lessor's costs associated with the taking,removing,holding,repairing and leasing or selling of that Equipment;(ii)second,to pay to Lessor amount equal t the Fair Market Value for that Equipment at the time of the[amination of the Lease; iii) third,to pay to Lessor the amount necessary to satisfy Lessee's remaining obligations under the terminated Lease and(iv) fourth,to remit any amounts thereafter remaining to Lessor. No deficiency will be allowed against Lessee. 4. IF LESSEE ISA COUNTY,Lessee represents and covenants that(a)if the Initial Term with respect to any lease is greater than five years.Rent Payments under such Lease will be payable from sources other than ad valorem taxes,and(b)each lease has been approved by lessees Board of Camay Commissioners prior to the Commencement Date of such Lease. Except as specifically set forth in this Addendum,all terms and conditions contained in the Master lease will remain in full force and elTect and are hereby ratified and confirmed. TCF Equipment Finance,a division of TCF By: Operations-T.C. Lessor: National Bank Lessee: City of Miami Beach,Florida BY Dan Dan Gelber,Mayor APERi FOALS (. titbit: . &FOR EXWLi,:.i� ATTEST. n �tl L3 ly City Attorney KIN" Dale Rafaol e,Granador City Clerk O GIN L Mun1 Wse_SMn Fo,FLRiderv0f.16.15 364052 9.27.2015 9 a 1 AM ncr i tet Equipment Schedule equipment fininanceance (Fair Market Value Purchase Option) The`Lease": Equipment Schedule Number 008-0188100-105 Dated August 21,201810 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 Al West,Waterloo,IA 507014926 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,and the Amendment to Master Lease dated July 16,2015 and Amendment to Master lease dated August 21,2018 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 descnbed below,Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the tens and conditions of this Lease SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial tem Rent Payment Each Rent Payment Advance Rent Payment(s) Intenm Rent Security Deposit Date 48 Period $708.93 N/A Daily Factor Months Monthly plus applicable taxes For Installments(sT N/A N/A except financed sales tax N/A included in cost of the equipment EQUIPMENT,PERSONAL PROPERTY,SERVICES AND/OR SOFTWARE(The`Equipment"): Description(including features) Location (I)2019 Cushman Refresher Oasis,(I)2019 Cushman Hauler 800E,(I)2019 Cushman Normandy Shores Golf Club,2401 Biarritz Drive, Hauler 8000,&(I)2019 Cushman Hauler 8000 w/Cage together with all attachments and Miami Beach,FL 33141 accessories thereto Each Rent Payment shall be payable in arrears on the date that is one month atter 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: I. 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,plus all sales and use taxes arising on the sale of the Equipment. For purposes of this Lease,"Fair Market Value"of the Equipment at any time means the estimated amount that a willing buyer and a willing seller would pay for the Equipment on an installed basis,as mutually determined by Lessor and Lessee.If Lessor and Lessee are unable to mutually determine the Fair Market Value, at Lessee's request and expense,Lessor shall select and hire a third-party certified appraiser to determine the Fair Market Value,and such appraiser's determination shall be binding on the Lessor and Lessee. 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 45 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 tens,Lessee must give Lessor notice of its intent o 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 tenns set forth in this Lease,for additional successive noncancelable one-month temp after the Initial Tenn until timely written notice ofmtum and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as pmsided 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 pace,(b)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,or(c)treat the Lease as automatically renewed,at the same rental and other terms set forth in this Lease,for additional successive noncancelable one-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 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 RESPEC'I TO THE EQUIPMENT,EXPRESS OR IMPLIED. Lessor TCF Equipment Finance,a division of TCF By Operations-T.C. National Bank ^�—r Lessee: City of Miami Beach,Florida By: /� ' 7 Dan Gelber,Mayor APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION// CfR !f�`y`,�'��� City Attorney k e Date cmr_zoumv Non ii: to reioecumc varmote¢ea AM ®YWI II fl �SPP�aggeI MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachtl.gov RAUL J. AGUILA, CITY ATTORNEY Office of the City Attorney Tel: 305673 7470, Fox: 305-673-7002 October 9, 2018 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 Drive, Suite A2 West Waterloo, IA 50701-8926 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 municipal corporation 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. 6. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization �,� v . r^� , �� s n n ^1'p \ � �. hp . . October 9, 2018 Page 2 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 ORIGINAL RESOLUTION NO. 2018-30466 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMITTEE, AT ITS JUNE 29, 2018 MEETING, AND OF THE CITY MANAGER, AND WAIVING, BY 5171H VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING THE ADMINISTRATION TO NEGOTIATE AN AGREEMENT WITH TCF EQUIPMENT FINANCE, THE CITY'S CURRENT PROVIDER, FOR THE LEASE OF GOLF CARTS, UTILITY CARTS AND GPS EQUIPMENT FOR THE MIAMI BEACH GOLF CLUB AND THE NORMANDY SHORES GOLF CLUB, FOR A PERIOD OF FOUR (4) YEARS, 1N AN AMOUNT NOT TO EXCEED $240,000.00 ANNUALLY, SUBJECT TO THE ADOPTION OF THE FY 2018/2019 OPERATING BUDGET; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL NEGOTIATED AGREEMENT. WHEREAS, al the May 16, 2018 City Commission meeting, a discussion regarding the renewal options for the golf cart lease agreement for the Miami Beach Golf Club and Normandy Shores Golf Club was referred to the Finance and Citywide Projects Committee("FCWP"); and WHEREAS, the golf cart lease agreement with TCF Equipment Finance is up for a renewal at the end of 2018 and the Contractor has presented the City with two (2)options which are not within the same price terms as the current contract; and WHEREAS, at the June 29, 2018 FCWP meeting, the Administration presented the contractors proposed options as follows: A. Option # 1: 36-Month Lease Term - Fleet Replacement with Acid/Lead Batteries The Miami Beach Golf Club and Normandy Shores Golf Club current cart fleets operate on acid/lead batteries- Under this option, the replacement of the golf club cart fleets will be the same; however, the current annual lease payments, in the amount of$207,031.80, would be increased by $1,291.67 per month, for a total annual cost of $222,531.84 ($18,544.32 monthly). From experience over the last contract term, the Administration has determined that these acid/lead batteries have a lengthy charge time and the warranty does not last the life of the offered lease. B. Option #2: 48-Month Lease Term - Fleet Replacement with of Lithium Batteries (The Administration's preferred option) TCF Equipment Finance, through the provider E-Z Go, has offered the City with a new option to have both golf course fleets operated by lithium batteries. Under this option, the lease term would be 48 months and the lease payments would be $18,062.36 per month, which is mere than the current lease payment, but $481.96 less than the monthly lease payment under Option# 1. It is expected that the lithium batteries would additionally save the City approximately $1,537.79 per month in labor and energy, bringing the cost to a monthly lease payment of approximately $16,524.57, and that this approach under Option#2 would yield the following additional benefits: ORIGINAL 1. Energy Savings: While consuming only half the energy necessary to charge a fleet of golf cars, the City will also realize nearly 50% savings on its electrical bills; 2. Operational Savings: The lithium battery is a maintenance free battery, which means no watering, no corrosive protection, and less time/money on parts and labor; 3. Reduced Charge Time: Charging a lithium battery from 0%-100% takes about 4 hours compared to the 8-10 hour charge time of the traditional lead acid batteries; 4. Weight Reduction: The lithium battery takes nearly 275 lbs off the car, leaving significantly lighter tread on the course and drastically decreasing the weight per square inch on the turf, thereby reducing compaction and damage; and 5. Warranty: The Lithium battery is warranted for 5 years and does not decrease in performance over time; and WHEREAS, during the June 29, 2018 FCWP meeting, the FCWP recommended Option #2,with a waiver of the competitive bidding requirement; and WHEREAS, the City Manager is recommending that the City waive the competitive bidding requirement, and approve a lease agreement with TCF Equipment Finance, the City's current provider, for the E-Z Go equipment referenced above. NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve the recommendation of the Finance and Citywide Projects Committee at its June 29, 2018 meeting, and of the City Manager, and waive, by 5/7'h vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City, and authorize the Administration to negotiate an agreement with TCF Equipment Finance, the City's current provider, for the lease of golf carts, utility carts and GPS equipment for the Miami Beach Golf Club and the Normandy Shores Golf Club, for a period of four(4) years, in an amount not to exceed $240.000.00 annually, subject to the adoption of the FY 2018/2019 Operating Budget; and further authorize the Mayor and City Clerk to execute the final negotiated agreement. PASSED and ADOPTED this 12th day of September, 2018. M07---se Dan Gelber, Mayor ATTEST: / gi�nkr Rafael E. Granada, city Clerk APPROVED AS TO � .. LANGUA .. a EXEMTION * ?INCORP ORATED; crow 2flP 4* 26_,--,71/ ORIGINAL C� r I\ ttcf equipment finance CERTIFICATE OF INCUMBENCY LEASE NO.008-0188100-105 pO LL DATED AS OF August 21,2018 I I�cNIP \ E. G(-0,4_0 , 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 r ' - , l�o-rx (naVb-e" I ' Vcnp/ -delaMr IN WITNESS WHEREOF, I have duly executed this certificate this 23 day of L x•- ,20 I Y. Signed: Title: Cs Y-1 G\eryL' NOTE The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document 7/4.. B&-_,,, O `7 V:` , 0 APPROVED AS TO .. ` w1 ,--CV). FORM &LANGUAGE fff .r �^.. &FOR EXECUTION LEI altV OH IGROLfrD 1- _ In I; c(2Qs�' 1 (6- - (� City Attorney K'fkP Date 9wi4m_InwmLenry v co 12 17 3640112 3311 8121 20111 427 PM I ntli\ I tC f Self-Insurance Addendum equipment finance The`Contract": Lease Number 008-0188100-105 dated August 21,2018 "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 to modify Lessee's obligations under the Contract. Dated as of Lessee: City of Miami Beach,Florida By: _ Dan Gelber,Mayor APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION (6-q -(4 City Attorney (» Date ORIGINAL sanm,,ra,„e Addendum,a 110 2014 104083 Sl 821.2012+.22 PM The"Contract": Lease Number 008-0188100-105 dated August 21,2018 "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-refereced 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: Dan Gelber,Mayor APPROVED AS TO FORM &LANGUAGE &FOR 'EXECUTION City Attorney Date ® IGIN L samsuancc_.m"mum.e.06.00.2014 8640/0 SL sornoi s 4:12 PM '^,_y^`Yr\ 1tcf Delivery and Acceptance equipment finance "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 008-0188100-105 dated August 21,2018(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, wan-ants 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 (I) 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:_. Printed Name: - Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. APPROVED Am '._ FORM & LANGUE.G= &FOR EXE1;U[ION q- ' City Attorney �� Dote ntl"mmryg . Anm.. 0s.04.201u6loea sra.vu01g Jag PM '^ `n` 1 �