2002-10
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MASTER LEASE AGREEMENT
(Closed-End Municipal Lease)
MEARS MOTOR LIVERY CORPORATION, a Florida corporation doing business as MEARS MOTOR LEASING, ("Lessor") with offices at 3905 EI Rey Road,
Aorlando, Florida 32808-7917 hereby agrees to lease to City of Clermont Police Department ("Lessee") with offices at 865 West Montrose Street Clermont FL34711 :
_and Lessee hereby agrees to lease from Lessor, each vehicle (together with all related accessories, a "vehicle" and collectively the "vehicles") described in each schedule
now or hereafter executed by Lessor and Lessee referencing this lease (individually a "Schedule" and collectively the "Schedules"). Each Schedule will incorporate this
lease and will constitute a separate lease of the related vehicles.
I. LEASE ONLY. The lease is one ofleasing only, and Lessee will not have or acquire any right, title or interest in or right to any vehicle other than the
right to use the vehicle in accordance with the terms of this lease.
2, VEHICLE ORDERING AND ACCEPTANCE, Lessee may request Lessor from time to time to order vehicles for lease hereunder in accordance with
Lessor's then lease order procedures, If Lessor accepts Lessee's request and orders a vehicle for lease hereunder, Lessee will promptly take delivery of the vehicle upon
notice from Lessor that the vehicle is available for delivery, The taking of delivery by Lessee of a vehicle will conclusively establish Lessee's acceptance of the vehicle
for all purposes of this lease. Subsequent to acceptance of a vehicle Lessor will provide Lessee a Schedule covering the vehicle and indicating the applicable rent and
certain other matters relative to the vehicle in accordance with the prior agreement of Lessor and Lessee respecting the vehicle, Lessee will promptly execute and retum
each Schedule to Lessor.
3, TERM, The term of this lease as to a vehicle will commence on the date the vehicle is delivered to Lessee and will continue for the period specified in
the Schedule, unless terminated earlier as provided herein. Lessee's obligations, including the payment of rent for each month or portion of a month a vehicle is
retained, will continue as to a vehicle until the vehicle is retumed to Lessor following lease expiration, Lessee has no right to retain a vehicle after lease expiration
without Lessor's consent and any such retention is a default under this lease.
4. RENT AND OTHER PAYMENTS. Lessee will pay Lessor amounts due Lessor hereunder at the location specified by Lessor, or will pay any of such
amounts to such other person and at such place as Lessor may from time to time designate on notice to Lessee, Pro rata rent on the basis of a 30-day month for the
period from delivery to the first day of the succeeding month ifdelivery is between the first (1st) and eighteenth (18th) ofa month will be due on delivery with the
initial rent payment due on the first (Ist) of the month after delivery, If delivery occurs after the eighteenth (18th) ofa month such a pro rata payment and the initial
rent payment will be due on delivery. Subsequent rent payments will be due on the first (1st) of each succeeding month up to and including the month during which the
term expires for the vehicle, Lessee surrenders the vehicle to Lessor pursuant to paragraph 14 below or the Settlement Value thereof becomes due in accordance with
paragraph 13 or 18 below, whether or not Lessor has rendered an invoice for any such payment. Any other amounts due Lessor hereunder will be payable upon
Lessee's receipt of Lessor's invoice therefor. If Lessor incurs any expense in collecting amounts not paid when due (including, but not limited to, telephone, mailgram,
facsimile and telephone charges and attomeys' fees), Lessee will reimburse such amounts to Lessor. Lessee will also pay Lessor a $2S service charge for each
dishonored check or draft presented to Lessor to pay an amount due hereunder, a service charge of five percent (S'Y,,) of any payment not made within ten (JO) days of
the due date and interest on amounts not paid within ten (10) days of the due date at eighteen percent (18'Y,,) per year or at such lesser maximum default rate as may be
set by law,
. 5. DEPOSIT, Lessee will have deposited or will deposit with Lessor any "Deposit" amount set forth in a Schedule, Lessor may, but will not be obligated
to, apply such amount to cure any default of Lessee hereunder in which event Lessee will promptly restore such Deposit amount to the full amount originally deposited.
Upon full performance by Lessee of all its obligations hereunder as to the applicable vehicle or, if an event of default has then occurred, at such time as there is no event
of default hereunder, Lessor will return to Lessee any remaining balance of such Deposit amount.
6, UNCONDITIONAL NET LEASE; NO OFFSET; SURVIVAL. This lease is a net lease, and Lessee will not be entitled to any abatement of rent or
other payments due hereunder or any reduction thereof under any circumstances or for any reason whatsoever, Lessee hereby waives any and all existing and future
claims, as offsets, against any rent or other payments due hereunder and agrees to pay such rent and other amounts as and when due regardless of any claim which may
be asserted by Lessee, Lessee by agreeing to make all payments under this lease without offset has not waived any rights Lessee may have to prosecute any claim
against Lessor in an action unrelated to this lease. This lease is terminable only as provided herein, The respective obligations of Lessor or Lessee will not be affected,
nor will Lessor have any liability whatsoever to Lessee, by reason of any failure or delay in delivery of any vehicles, any defect in or damage to or loss or destnlction of
any vehicles from whatever cause, the prohibition of Lessee's use of any vehicles, the interference with such use by any government, person or corporation, the
invalidity or unenforceability or lack of due authorization or other infirmity of this lease, any lack of right, power or authority of Lessor or Lessee to enter into this lease
or any other cause, whether similar or dissimilar to the foregoing. In no event will Lessor be liable for loss of profits or other consequential damages, The obligations
and liabilities of Lessee hereunder will survive the termination of this lease.
7. LESSOR'S DISCLAIMER OF WARRANTIES; FINANCE LEASE TREATMENT UNDER ARTICLE 2A AND WAIVER OF ARTICLE 2A AND
SIMILAR RIGHTS, LESSEE ACKNOWLEDGES THAT EACH VEHICLE IS OF A SIZE, DESIGN, TYPE AND MANUFACTURE SELECTED BY LESSEE,
THA T LESSOR IS NOT A MANUFACTURER THEREOF OR A DEALER THEREIN, THAT LESSEE LEASES THE VEHICLE AS-IS AND THAT
ACCORDINGLY LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY EXPRESS AGREEMENT, REPRESENTATION OR WARRANTY
WITH RESPECT TO THE VEHICLE AND FURTHER SPECIFICALLY DISCLAIMS ANY AGREEMENT, REPRESENTATION OR WARRANTY IMPLIED BY
LA W, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, WITH RESPECT THERETO, IT BEING
AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE, Lessee will make any claims as to a vehicle against the manufacturers or dealer or other
appropriate third panies, Lessor will execute and deliver such instruments as may be reasonably requested by Lessee to enable Lessee to obtain such benefits, If
Lessee obtains an extended warranty or service contract on a vehicle through Lessor or otherwise, Lessee agrees that Lessor will have no obligation to provide the
contemplated repairs and services,
LESSEE UNDERSTANDS AND AGREES THAT THIS LEASE WILL BE TREATED AS A "FINANCE LEASE" WITHIN THE PURVIEW OF ARTICLE2A OF
THE UNIFORM COMMERCIAL CODE ("ARTICLE 2A") AND THUS UNDER LA W LESSEE WILL BE ENTITLED TO THE PROMISES AND WARRANTIES
LESSOR RECEIVES UNDER THE CONTRACT EVIDENCING LESSOR'S PURCHASE OF A VEHICLE, INCLUDING ANY MANUFACTURER OR THIRD-
. PARTY WARRANTIES. LESSEE ACKNOWLEDGES THAT LESSOR HAS ADVISED LESSEE TO CONTACT A FRANCHISED DEALER FOR THE LINE
a;AKE OF A VEHICLE FOR A DESCRIPTION OF THOSE PROMISES AND WARRANTIES, INCLUDING ANY RELATED DISCLAIMERS OR
_iMITATIONS, INCLUDING OF REMEDIES, CONSISTENT WITH THE ASSUMPTION BY LESSEE OF ALL RISKS RESPECTING EACH VEHICLE AND
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THE TREATMENT OF THIS LEASE AS A "FINANCE LEASE," LESSEE WAIVES ANY RIGHTS, DEFENSES AND CLAIMS AGAINST LESSOR WHICH
RELATE TO A VEHICLE ARISING UNDER ARTICLE 2A OR SIMILAR APPLICABLE LAW,
8, LOCATION, INSPECTION AND USE. Lessee will permanently garage each vehicle in Lessee's possession and control at the garaging location
indicated in the Schedule, or at such other permanent garage location to which the vehicle may have been moved with the prior written consent of Lessor. Lessee will
Anot remove a vehicle ITom the state where then garaged for more than thiny (30) days Or ITom the forty-eight (48) contiguous United States for any period without
WLe.ssor's prior written consent. Whenever reasonably requested by Lessor, Lessee will advise Lessor as to the exact location of a vehicle, Lessor will have the right to
inspect a vehicle and observe its use during normal business hours, and Lessee will deliver a vehicle to a location designated by Lessor in reasonable proximity to the
place where the vehicle is then required to be permanently garaged for such inspection, Lessee will insure that each vehicle subject to state safety inspection rules is
inspected when required, Each vehicle wil1 at all times be used solely for commercial Or business purposes,. exclusive of transportation for hire, the can-ying of
explosives or fissionable materials, legal racing or any other hazardous activity, and operated by duly licensed drivers over the age of twenty-one (21) employed by
Lessee in a careful and proper manner and in compliance with an applicable laws, ordinances, rules and regulations, including weight limits, all conditions and
requirements of the policy or policies of insurance required to be carried by Lessee under the terms of this lease and all manufacturer's instructions and warranty
requirements, Any modifications or additions to a vehicle required by any inspection or other laws or insurance policy covering the vehicle will be promptly made by
Lessee at its own expense.
9. MAINTENANCE AND FACTORY RECALL. Lessee will have each vehicle maintained by Lessor or another qualified selVicing facility in good
repair, condition and working order, will be responsible for all parts, mechanisms, devices and labor required to keep the vehicle in such condition and will be
responsible for all operating costs incident to the operation of the vehicle, In the event a manufacturer announces a recall campaign of which Lessee has knowledge for
the repair and/or replacement of defective parts, Lessee will promptly have the relevant work performed on all affected vehicles by Lessor or a factory authorized
dealer, Lessor will send Lessee a copy of any manufacturer's notification received by Lessor indicating that a vehicle Or any part attached thereto has a potential defect
or other possibly unsafe condition. Lessee waives additional notices from Lessor regarding the same possible defect or other possibly unsafe condition for an other
vehicles of the same type to which a prior notification pertains, Lessor has no further obligation with respect to any manufacturer's recall campaign.
10. ALTERATIONS, Without the prior written consent of Lessor, Lessee will not make any alteration, additions Or improvements to a vehicle which
detract from its economic value or function utility, except as may be required pursuant to paragraph 8. All additions and improvements of whatsoever kind or nature
made to a vehicle which cannot be removed without damaging such vehicle's economic value or functional utility will be deemed accessions thereto, will belong to and
immediately become the property of Lessor and wil1 not be removed therefrom.
11. TITLING AND REGISTRATION. Each vehicle titled in Florida will be titled and registered by Lessor, Each other vehicle will at all times be titled
and, except where not required under applicable law, registered by Lessee, at its own expense and as Lessor's agent and attorney-in-fact with full power and authority to
register (but without power to affect title to) such vehicle, in such manner and in such jurisdiction Or jurisdictions as Lessor will direct. Lessee wil1 promptly notify
Lessor of any necessary or advisable retitling and/or re-registration of a vehicle in ajurisdiction other than one in which such vehicle is then titled and/or registered,
Any and all documents of title will be furnished or caused to be furnished Lessor by Lessee within sixty (60) days of the date any titling Or retitling is directed by
Lessor.
12, INSURANCE. Lessee will furnish a copy of self insurance certificate naming Lessor and/or its designee as loss payee. All such insurance must be in
. form and with insurance companies approved by Lessor, must provide at least thirty (30) days advance written notice to Lessor of cancellation, non-renewal, change
r modification in any term, condition or amount of protection provided therein, must provide full breach ofwammty protection and must provide that the coverage is
"primary coverage" for the protection of Lessee and Lessor notwithstanding any other coverage carried by Lessee Or Lessor protecting against similar risks, Lessee wil1
assure Lessor's receipt of an original policy or certificate evidencing such coverage, In the event of an assignment of this lease by Lessor of which Lessee has notice,
Lessee wil1 cause such insurance to provide the same protections to such assignee as its interests may appear. The proceeds of such insurance, at the option of Lessor,
will be applied toward (1) the repair of the applicable vehicle, (2) payment due under paragraph 13, Or (3) payment of any other obligations of Lessee to Lessor. Lessee
hereby appoints Lessor as Lessee's attorney-in-fact with full power and authority to do all things, including but not limited to making claims, receiving payments and
endorsing documents, necessary to make claims and secure payments due under any policy required hereby, In the event of a projected cancellation Or a change of
coverage not conforming to these standards, Lessee wil1 procure appropriate substitute coverage not less than ten (10) days prior to the date of cancellation, change or
modification, Lessee will also pay Lessor a $25 service charge for any notice of cance1lation Lessor processes, Lessee will notify the applicable insurance carner and
Lessor within two (2) business days of any occulTence which may be the basis of a potential claim under any such policy and provide the insurer and Lessor with all
data requested pertinent to such occulTence. THE V ALlD AND COLLECTIBLE LIABILITY INSURANCE AND PERSONAL INJURY PROTECTION OF
ANY AUTHORIZED RENTAL OR LEASING DRIVER IS PRIMARY FOR THE LIMITS OF LIABILITY AND PERSONAL INJURY PROTECfION
COVERAGE REQUIRED BY §§ 324.021(7) AND 627.736 FLORIDA STATUTES.
13, LOSS AND DAMAGE, Lessee assumes the risk of loss Or damage to a vehicle, and, except as provided in this paragraph, no such event wil1 affect the
duties of the parties under this lease, If a vehicle is lost, stolen, damaged, confiscated, destroyed or otherwise rendered incapable of being in service, Lessee will notify
Lessor thereof within five (5) business days, If the vehicle has been damaged, Lessor determines the vehicle is repairable and Lessee's insurer does not declare the
vehicle a total loss, Lessee wil1 cause the repairs to be made by Lessor or another qualified repair facility approved by lessor, and upon receipt of proof of the making
thereof Lessor wil1 reimburse Lessee's repair costs up to the amount of any insurance proceeds Lessor receives under any insurance Lessee maintains hereunder with
any excess being applied as contemplated in paragraph 12, If Lessor determines the vehicle is not reasonably repairable, Lessee's insurer declares the vehicle a total
loss or any of the other events specified in the second preceding sentence occurs, Lessee will pay Lessor the "Settlement Value" of the vehicle set forth in paragraph 14,
Upon such payment this lease wil1 terminate as to such vehicle and Lessee Or Lessee's insurer will be entitled thereto AS-IS, WHERE-IS,
14. EARLY TERMINATION SEITLEMENT, At any time after twelve (12) months ITom delivery of a vehicle Lessee, upon not less than ten (10) days
prior notice to Lessor and provided the lease is not in default, may sulTender such vehicle to Lessor at Lessor's office address shown above or at a location mutually
agreed upon by the parties for sale by Lessor as more fully set forth below,
Following stich stilTender Lessor will seJlthe vehicle through Lessor's standard wholesale sales procedure for the highest bona fide bid received and open at time of
sale, provided that Lessor may choose alternatively to retain the vehicle, Lessor may move the vehicle from the location where sulTendered to any other location,
including to Lessor's office location shown above where the vehicle is retumed to another location, Lessor deems advisable and/or clean and repair the vehicle in
connection with such sale in Lessor's sole discretion,
8f the amount received by Lessor on accotlnt of such sale or the highest bona fide bid received and open at time of crediting where the vehicle is retained by Lessor, as
appropriate, net in either instance of a handling charge of $150 and Lessor's cost of sale, including sales commissions and costs of cleaning, repairing or transporting the
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vehiclt is less than the vehicle's then Settlement Value, Lessee will pay Lessor the deficiency, Lessor will retain any excess proceeds. The Settlement Value of a
vehicle will equal the sum of (a) all amounts then owed by Lessee to Lessor, (b) the then undepreciated balance of the "original value" of the vehicle set forth in the
Schedule calculated in accordance with the Financial Accounting Standards Board's Standard No, 13 utilizing the original value, term, rent (excluding taxes and
maintenance charges) and depreciated value at lease expiration and (c) the remaining portion of the sum of two (2) such rent payments amortized on a straight line basis
over the lease term considering only full months elapsed.
.ON-APPROPRIA nONS - In the event no funds or insufficient funds are appropriated and budgeted in any fiscal year for lease charges under this Agreement, then
Lessee shall immediately notify Lessor or its assignee of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the Lessee of any kind whatsoever, except as to lease charges or portions of lease charges herein agreed
upon for which funds shall have been appropriated and budgeted or are otherwise available, In the event of such termination, Lessee agrees to peaceable surrender
possession of the lease vehicles to Lessor or its assignee on the date of such termination. Lessor shall have alllega] and equitable rights and remedies to take possession
of the Equipment.
Notwithstanding the foregoing, Lessee agrees (I) that it will not cancel this Agreement under the provisions of this Addendum if any funds are appropriated to it, or by
it, for the acquisition, retention, or operation of the leased vehicles or other equipment performing functions similar to the leased vehicles for the fiscal period in which
such termination occurs or the next succeeding fiscal period thereafter, and (II) that Lessee shall not, during the term of this Agreement, give priority in the application
of funds to any other functionally similar equipment. This paragraph shall not be construed so as to permit Lessee to terminate this Agreement to acquire any other
equipment or to allocate funds directly or indirectly to perform essentially the same application for which the leased vehicles are intended.
15, LEASE EXPlRA nON. At lease expiration as to a vehicle Lessee will surrender such vehicle to Lessor at Lessor's office address shown above or at a
location muÙlally agreed upon by the parties, When a vehicle is returned, it will be in good operating order and appearance with all manufacturer recommended
servicing having been performed and will be saleable at wholesale without deduction for condition, Lessee will pay Lessor any amounts it would take, based upon the
good faith estimate of a qualified repair person or facility Lessor obtains, to put the vehicle in this condition, The most common items ofrepair or replacement for
which Lessee might be liability are any of the following which would detract from the vehicle's wholesale value: (a) repair of (I) inoperative mechanical parts
including power accessories; (2) dents, scratches, chips or rusted areas or series of these on the body; (3) mismatched paint or any mark left by special identification; (4)
cracks, scratches, pits or chips in the windshield, broken windows or inoperative window mechanisms or broken headlight lenses or sealed beams; (5) bumper dents or
scratches through the chrome or bumpers; (6) broken grilles or dents in the grilles; (7) dents on other trim parts, including headlight and taillight bezels; and (8) seats,
seat belts, headlining, door panels or carpeting which is tom or damaged beyond ordinary wear and tear or burned; and (b) replacement of: (I) any tire not part ofa
matching set of 5 tires of equal quality with the originally installed tires (or 4 with emergency "doughnut" spare) or tires with less than 1/8 inch of tread remaining at the
shallowest point; and (2) missing parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, chrome stripping, rear view mirrors, radio and
stereo components and spare tire, Lessee recognizes that if the vehicle has suffered frame or other substantial damage or if its odometer has been inoperative or
tampered with, even though the damage or odometer may have been repaired, the value of the vehicle will be substantially less than the value of an identical vehicle
which has not had trame or other substantial damage or had an inoperative odometer or one which has been tampered with. Lessee's obligations include this difference,
In addition to any excess wear-and-tear assessment and any past due amounts which may be owing on lease expiration as to a vehicle, Lessee will also pay Lessor the
excess mileage charge indicated in the applicable Schedule for each mile in excess of the allowable mileage also indicated therein.
16. LESSOR'S PAYMENT, If Lessee fails to procure or maintain insurance as required herein, to pay any taxes, parking tickets or other assessments
.qUired to be paid by Lessee or to perform any other obligation hereunder, Lessor will have the right, but will not be obligated, to effect such insurance, pay said
sessments or perform such other obligations. In that event, Lessee will reimburse Lessor's cost thereof and pay Lessor a service charge of $25.
17. TAXES, As indicated in the applicable Schedule, any tax on the rent, as the tax amount may change, is due with the rent. Ifa vehicle if registered in
Florida, the rent includes the Florida tags, and the rent may be adjusted annually on notice to Lessee to anticipate any change in tag fees of over five percent (5%),
Lessee will pay when due or reimburse Lessor for any other official fees and taxes, excluding Lessor's net income taxes, imposed by any governmental authority in
connection with this lease or the vehicles, If Lessee is tax exempt, this paragraph does not apply,
18, INDEMNIFICA nON, Lessee agrees to indemnify, protect, defend and hold harmless Lessor from and against any and all liabilities, losses, damages,
penalties, claims, actions, suits, costs, expenses and disbursements, including court costs and legal expenses, of whatever kind and nature, incurred by or asserted
against Lessor (whether or not also indemnified against by any other person) in any way relating to or arising out of this lease or the manufacture, purchase, ownership,
delivery, lease, possession, use, operation, condition, repair, retum or other disposition of the vehicles. This indemnification includes vicarious liability and strict
liability claims respecting the vehicles, including strict liability claims arising out of events subsequent to the term hereof, Lessee agrees to give Lessor, and Lessor
agrees to give Lessee, notice of any claim or liability hereby indemnified against within two (2) business days of learning thereof.
19, DEFAULT AND REMEDIES.
(a) Any of the following will constitute an event of default hereunder: (1) Lessee's failure to pay when due any rent or other amount due hereunder, which
failure continues for ten (10) days after the due date thereof; (2) Lessee's default in performing any other obligation, term or condition of this lease or any other
agreement between Lessor and Lessee or default under any agreement providing security for the performance by Lessee of its obligations hereunder, provided such
default continues for more than ten (10) days, except as provided in (4) below; (3) any writ or order of attachment or execution or other legal process being levied on or
charged against any vehicle as a result of Lessee's conduct and not being released or satisfied within ten (10) days; (4) Lessee's failure to comply with its obligations
under paragraph 12 or any attempted assignment of Lessee's interest in this lease or to a vehicle in violation of paragraph 21; (5) death or judicial declaration of
incompetency of Lessee, if an individual; (6) the filing by Lessee of a petition under the Bankruptcy Act or any amendment thereto or under any other insolvency law or
law providing for the relief of debtors, including, without limitation, a petition for reorganization, arrangement or extension, or the commission by Lessee of an act of
bankruptcy; (7) the filing against Lessee of any such petition not dismissed or permanently stayed within thirty (30) days of the filing thereof; (8) the voluntary or
involuntary making of an assignment of a substantial portion of its assets by Lessee for the benefit of creditors, appointment of a receiver or trustee for Lessee or for any
of Lessee's assets, institution by or against Lessee or any other type of insolvency proceeding (under the Bankruptcy Act or otherwise) or of any formal or infonnal
proceeding for dissolution, liquidation, settlement of claims against or winding up of the affairs of Lessee, Lessee's cessation of business activities or the making by
Lessee of a transfer of all or a material portion of Lessee's assets or inventory not in the ordinary course of business; (9) the occurrence of any event described in parts
(5), (6), (7) or (8) hereinabove with respect to any guarantor or other party liable for payment or performance of this lease; (IO) any certificate, statement,
representation, warranty or audit heretofore or hereafter furnished with respect hereto by or on behalf of Lessee or any guarantor or other party liable for payment or
8rformance of this lease proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or having omitted
y substantial contingent or unliquidated liability or claim against Lessee or any such guarantor or other party; (II) breach by Lessee of any other lease or agreement
providing financial accommodation under which Lessee or its property is bound or (12) a transfer of effective control of Lessee, if an organization,
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(b) Upon the occurrence ofa default Lessor may exercise anyone or more of the following remedies:
(1) Lessor may sue for and recover all amounts then due hereunder and as they thereafter become due;
(2) As liquidated damages for the loss of the bargain and not as a penalty Lessor may declare due and payable a sum equal to the Settlement
Value as to any or all vehicles;
(3) Lessor may take possession of any or all vehicles, without demand or notice, wherever same may be located, without any court order or
other process of law and without liability for any damages occasioned by such taking of possession;
(4) Lessor may demand any or all vehicles be returned to Lessor at a location contemplated in paragraph 14;
(5) Lessor may sell or otherwise dispose of any or all vehicles, whether or not in Lessor's possession, in a conunercially reasonable manner at
public or private sale and with or without notice to Lessee and apply the net proceeds of such disposal, after deducting all costs thereof, including, but not
limited to, costs of transportation, repossession, storage, refurbishing, advertising and broker's fees, to the Settlement Value of the respective vehicles, in
which case Lessee will be liable for any deficiency and Lessor will be entitled to retain any excess;
(6) Lessor may retain any repossessed vehicles and credit the reasonable value thereof, after deducting all disposition-related costs incurred to
the date of crediting, to the Settlement Value of the respective vehicles, in which case the same deficiency and excess proceeds rule will also apply;
(7) Lessor may tenninate this lease as to any or all vehicles on notice to Lessee; and
(8) Lessor may pursue any other remedy at law or in equity.
No right or remedy conferred herein is exclusive of any other right or remedy conferred herein or by law; but all such remedies are cumulative of every other right or
remedy conferred hereunder or at law or in equity, by statute or otherwise, and may be exercised concurrently or separately from time to time,
20, LESSOR'S EXPENSES. Lessee will payor reimburse Lessor for all costs and expenses, including repossession, vehicle disposition and court costs
and attorney's fees (including a reasonable fee for services of salaried counsel employed by Lessor), not offset against amounts recovered or credited as contemplated in
paragraph 19, incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the tenns, conditions or provisions hereof. This obligation
includes the payment or reimbursement of all such amounts \W1ether an action is ultimately filed and whether an action filed is ultimately dismissed.
21. ASSIGNMENT; LIENS, Without the prior written consent of Lessor, Lessee will not: (a) assign or otherwise transfer any of Lessee's rights or
obligations under this lease, (b) sublease or lend any vehicle to any party or transfer any other interest in a vehicle to any party or (c) pennit a vehicle or this lease to be
subject to any lien, charge or encumbrance of any nature not created by Lessor, Consent to any of the foregoing prohibited acts applies only in the given instance and is
not a consent to any subsequent like act by Lessee or any other person, Lessee's rights hereunder are not assignable and cannot be assigned or transferred by operation
oflaw.
All rights of Lessor hereunder and in and to the vehicles may be assigned, pledged, mortgaged, transferred or otherwise disposed of, either in whole or in part, without
notice to Lessee but always, however, subject to the rights of Lessee under this lease, If Lessee is given notice of any such assignment, Lessee will acknowledge receipt
.thereof in writing and will thereafter pay any amounts due hereunder specified in said notice as directed therein, In the event Lessor assigns this lease or the rent due or
0 become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant
0 any other agreement between Lessor and Lessee will excuse perfonnance by Lessee of any provision hereof, it being understood that in the event of default or breach
by Lessor that Lessee will pursue any rights on account thereof solely against Lessor, that the rights of the assignee will be free of any claim or defense Lessee may
have against Lessor and that Lessee will not assert against the assignee any claim or defense Lessee may have against Lessor. Without limiting the generality of the
foregoing, the rights of an assignee will not be affected by any claim Lessee may have against Lessor resulting from Lessor's rejection of the lease in a ban1cruptcy
proceeding or Lessor's interference with Lessee's quiet enjoyment of any vehicle, No such assignee will be obligated to perfonn any duty, covenant or condition
required to be perfonned by Lessor under the tenns of this lease.
Subject always to the foregoing, this lease inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties
hereto,
22, ADDITIONAL DOCUMENTS, If requested by a party, the other party will procure and deliver to the requesting party such documents as the
requesting party may reasonably deem necessary or desirable in connection with this lease. Without limiting the generality of the foregoing, Lessee will fumish Lessor
(a) a fiscal year end financial statement including balance sheet and profit and loss statement within one hundred twenty (120) days of the close of each fiscal year, (b)
any other infonnation nonnal1y provided by Lessee to the public (c) prompt notice of any change in Lessee's name, organizational structure, ownership or financial
condition and (d) such other financial data or infonnation relative to this lease and any vehicle as Lessor may from time to time request.
23. LESSEE'S WARRANTIES; SUBSIDIARIES, Lessee represents and warrants to Lessor that this lease and each request to Lessor to lease Lessee a
vehicle hereunder will have been duly authorized, and when this lease or any related document has been executed and delivered by Lessee, such document will
constitute the legal, valid and binding obligation, contract and agreement of Lessee enforceable against Lessee in accordance with its tenns, Each person executing this
lease, a Schedule or any other related document on behalf of Lessee warrants and represents that such person has been duly authorized to do so, Lessee further certifies
and warrants that the financial data and other infonnation which Lessee has submitted, or will submit, to Lessor is, or will be at the time of delivery, as appropriate, a
true and complete statement of the matters therein contained. Each vehicle delivered in conjunction herewith by Lessor to a subsidiary of Lessee or to any other entity
or person designated by Lessee, whether at the request of Lessee, such subsidiary, entity or person, will be a vehicle for all purposes of this lease, and Lessee will be
and remain primarily liable for its obligations under this lease with respect to such vehicle,
24. GENERAL. No covenant or condition of this lease can be waived except by the written consent of the party whose rights are affected, Forbearance or
indulgence by a party in any regard whatever will not constitute a waiver of the covenant or condition to be perfonned by the other party, and, until complete
performance by said party of said covenant or conditim, the party to which the perfonnance is owed will be entitled to invoke any remedy available to that party despite
such forbearance or indulgence, This instrument constitutes the entire agreement between Lessee and Lessor respecting the lease by Lessor to Lessee of the vehicles,
and it can be amended, altered or changed only by a written agreement signed by the party to be bound. Notices under this lease will be sufficient if in writing and
.¡ven personally or mailed, U.S, mail certified postage prepaid or sent by ovemight c.ourier, to the party involved at its respective address set forth above or at such
ddress as such party may provide from time to time on notice given as provided in this paragraph. Any such notice so addressed will be effective, if mailed, when
(jeposited in the United States mail with postage prepaid or, if sent by courier, when delivered to the courier with the courier's fees conunitted, Notices personally
delivered will be effective upon delivery, Whenever the context of this lease requires, the singular number includes the plural. If there is more than one Lessee named
-4-
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.
in this lease, the liability of each will be joint and several. The titles to the sections of this lease are solely for the convenience of the parties and are not an aid in the
interpretation hereof, Time is of the essence of this lease and each and all of its provisions, This lease will be governed by the internal law of Florida excluding that
state's conflict laws. Venue for any related action will be in an appropriate court in Orange County, Florida or in another venue selected by Lessor havingjurisdiction
over the parties or subject of the litigation. EACH PARTY HEREBY W AlVES RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED HERETO,
.
IN WITNESS WHEREOF, the parties have duly executed this lease as of 03/01/2002
MEARS MOTOR LIVERY CORPORATION d/b/a!
MEARS MOTOR LEASING
(Lessor)
City of Clermont Police Department
(Lessee)
By
By
~-(/
gp¿ .7~C/~~CÆ
~~¿>~
Name
Title
President
Title
.
Revised 09/99
.
- 5 -
.
.
.
.
.
MEARS MOTOR LEASING
"STANDARDS OF ACCEPTANCE"
FOR LEASE RETURNS
When you return your vehicle, you will be required to cover the cost of "excessive wear and tear" to the vehicle,
damages and excess mileage. For your convenience, we have condensed the description of the items for which you might
be charged. All requirements specified in your original lease contract must also be met.
GENERAL CONDITION
* Vehicle must be structurally and mechanically sound.
EXTERIOR DAMAGE
Following are several types of exterior damage for which you are responsible when you turn in your vehicle:
*
Dents over 1" in length or multiple dents or dings on trim components.
Bumper scratches or dents of any size. Most bumpers are not repairable.
General body damage, including dents, I1ISted areas, chips or scratches longer than 1 ".
Windshield scratches, cracks, pits or chips and any broken windows.
Broken or dented grilles are not repairable.
Mismatched painting.
*
*
*
*
*
INTERIOR DAMAGE
You will be billed for any tears, cuts, holes, stains, or burns on any interior surface along with broken moldings or
missing accessories as described below.
LOST ACCESSORIES
Air conditioning units, AM/FM radios, cassette players, spare tires and similar accessories must be intact and in good
working order at the time of return. The cost of missing or damaged components will be billed at fleet discount prices.
Also, any damages caused to the suITounding dashboard panels when the item was removed will be billed. If a cellular
telephone was installed, holes remaining in the carpeting must be repaired or the carpeting must be replaced.
TIRES
Tires with less than 4/32" tread or bald, cupped or mismatched tires will be replaced and billed to you at manufacturer's
fleet discount prices.
LESSEE'S SIGNATURE
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EARLY OUT ADDENDUM
Addendum to Lease on Unit #
Lessee:
City of Clermont Police Department
865 West Montrose Street
Clermont, FL 34711
Vehicle Description:
Vehicle I.D. #
.
The above mentioned lessee may terminate said lease at any time
after (J I months with 30 days written notice, without penalty. All
other conditions remain the same.
~~~<c
.
Odometer Disclosure Statement
Leased Vehicle
(Not a carbon copy, sign both documents)
Federal law (and State law, if applicable) requires that the lessee disclose the mileage to
the lessor in connection with the transfer of ownership. Failure to complete or making a
false statement may result in fines and/or imprisonment. Complete disclosure form
below and return to lessor.
I, Mears Motor Livery Corporation, state that the odometer now reads 11820 miles and
to the best of my knowledge that it reflects the actual mileage of the vehicle described
below, unless one of the following statements is checked.
0 (1) I hereby certify that to the best of my knowledge the odometer reading reflects the
amount of the mileage in excess of its mechanical limits.
0 (2) I hereby certify that the odometer reading is NOT the actual mileage.
Unit #: 13840
Vehicle Description: 2001 Toyota Camry
VIN# 4T1BG22K11U809737
Lessees Name: City of Clermont Police Department
Lessees Address: 865 West Montrose Street (r
,~erm:FL 34711______-// '
Lessee's Signature: 1-.:-.-- ¿: ~J .þ - .,})fí~
Date of Statement:
03/01/2002
Lessor's Name:
Address:
Mears Motor Livery Corporation
3905 EI Rey Road
Orlando, FI. 32808
.
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EARLY OUT ADDENDUM
Addendum to Lease on Unit #13840
Lessee:
City of Clermont Police Department
865 West Montrose Street
Clermont, FL 34711
Vehicle Description:
2001 Toyota Camry
Vehicle 1.0. #
4T1BG22K11U809737
. ~ The above mentioned lessee may terminate said lease at any time
. after ~ months with 30 days written notice, without penalty. All other
~ conditions remain the same.
"-~~~
Lessee
~
James/C. Hartman,
eãfS Motor Leasing
.
.
SCHEDULE "A"
.
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UNIT # DESCRIPTION AND SERIAL DELIVERY MILEAGE MATURITY
NUMBER DATE OUT DATE
13840 2001 Toyota Camry 03/01/2002 11820 03/31/2003
White/Gray
4T1BG22Kll U809737
ORIGINAL MONTHLY SECURITY & Mll..EAGE EXCESS
VALUE DEPRECIATION DAMAGE DEPOSIT ALLOWANCE MILEAGE
OF ORIGINAL PER MONTH CHARGE
VALUE PER Mll..E
$17,270.00 2.44% $0.00 2000 0.12
MONTHLY LEASE
CHARGE MAINTENANCE SALES TAX TOTAL LEASE PAYMENT
$520.00 $0.00 $0.00 $ 520.00
NON-MAINTENANCE:
The Lessee will furnish at his own expense, tire, batteries, repairs and all maintenance unless they are covered by the factory warranty
service policy, and agrees that at termination of the lease period all five (5) tires will be the same brand, type and size that came on the
vehicle and have a minimum of 4/32" tread left at the shallowest groove.
This agreement is made this 1st day of March, 2002.
.
Lessee's Name:
City of Clermont Police Department
865 West Montrose Street
Clermont, L 34711
By:
~.
~e~"\1\J1
TITLE
~ ï3 e ,.e.-r- À. . .~ is ~ 0\,1 S
P D NAME OF P SON SIGNING
PRESIDENT
ITLE
.
.
.
.
.
.
EARLY OUT ADDENDUM
Addendum to Lease on Unit #13870
Lessee:
Vehicle Description:
Vehicle 1.0. #
City of Clermont Police Department
865 West Montrose 8treet
Clermont, FL 34711
2002 Chevrolet Trailblazer
1 GND8 138822203392
The above mentioned lessee may terminate said lease at any time
after ltmonths with 30 days written notice, without penalty. All other
~itiOnS remain the same.
~/tØL
Lessee
.
SCHEDULE "A"
.
.
UNIT # DESCRIPTION AND SERIAL DELIVERY MILEAGE MATURITY
NUMBER DATE OUT DATE
13870 2002 Chevrolet Trailblazer 03/0112002 15670 03/3112003
White/Grey
lG~S13S822203392
ORIGINAL MONTHLY SECURITY & MILEAGE EXCESS
VALUE DEPRECIATION DAMAGE DEPOSIT ALLOWANCE MILEAGE
OF ORIGINAL PER MONTH CHARGE
VALUE PER MILE
$24,420.00 1.74% $0.00 2000 0.12
MONTHLY LEASE
CHARGE MAINTENANCE SALES TAX TOTAL LEASE PAYMENT
$550.00 $0.00 $0.00 $ 550.00
NON-MAINTENANCE:
The Lessee will furnish at his own expense, tire, batteries, repairs and all maintenance unless they are covered by the factory warranty
service policy, and agrees that at termination of the lease period all five (5) tires will be the same brand, type and size that came on the
vehicle and have a minimum of 4/32" tread left at the shallowest groove.
This agreement is made this 1st day of March, 2002.
.
Lessee's Name:
City of Clermont Police Department
865 West ¥ontrose Street
Clerm:t; 3471 1
By: ',-;:.....J
5:E. eGÈ:~N l
TITLE
~ ~~~e..:c- A. <, ~~p/^\ >-
PRINTED NAME OF PERSON SIGNING
ARS MOTOR LIVERY CORPORATION
PRESIDENT
TITLE
.
Odometer Disclosure Statement
Leased Vehicle
(Not a carbon copy, sign both documents)
Federal law (and State law, if applicable) requires that the lessee disclose the mileage to
the lessor in connection with the transfer of ownership. Failure to complete or making a
false statement may result in fines and/or imprisonment. Complete disclosure form
below and return to lessor.
I, Mears Motor Livery Corporation, state that the odometer now reads 15670 miles and
to the best of my knowledge that it reflects the actual mileage of the vehicle described
below, unless one of the following statements is checked.
0 (1) I hereby certify that to the best of my knowledge the odometer reading reflects the
amount of the mileage in excess of its mechanical limits.
0 (2) I hereby certify that the odometer reading is NOT the actual mileage.
Unit #: 13870
Vehicle Description: 2002 Chevrolet Trailblazer
VIN# 1GNDS13S822203392
Lessees Name: City of Clermont Police Department
Lessees Address: 865 West Montrose Street
Clermont, FL 34711
lessee's Signature:~ç ~ ~
Date of Statement:
03/01/2002
Lessor's Name:
Address:
Mears Motor Livery Corporation
3905 EI Rey Road
Orlando, FI. 32808
Lessor's Signatu~
c
--...
--
-
. . . MEARS
_:'~p~~ ' MOTOR
[~ '. --~~ -r- ..~E~AS IN G
-V- L- s c.Øi T ~ "..)~ S'
Mark Damaged Part
With an X on Pictures
Néw C~
Temp. Çar 0
Turn-In 0
Retail 0
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ME S MOTOR LEASI G
INSPECTiON SLIP
PHYSICAL CONDmON
.ase Check One
¿;~ .'
~: _I.!~
Front and Right Side
Rear and Left Side
,~,
;,-,
:'
Date In
Mileage In
Date Out
3JS/O~
Mileage Out,
/7 7 ~ 0
Total Days
Vehicle # 1"3 ~7 Lie. No. G <7 5' 0 PC
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Color ~ It' rr¿ 4 DeL I GIZA..., C<... OJ f-7
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Total Used
Transfer Lie. To
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Transfer Lie. From
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Lessee Name
. # / GI") D T} :3 W Î I ~ ~.5'"'3 6 3
Lease Agent
Describe damage to vehicle as shown on above picture.
,/
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Checked by
/ 11
Accepted bY-'¡¿ Ji:) iL
. Date.3... ç - 0;2
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VEHICLES. EQUIPMENT & SALES
3905 EI Rey Road Q Orlando, Florida 32808 Ð Phon,e (407) 298-2982. Fax (407) 578-4924
. =:.';:~~.~,~< - ",,'~I; ~ "<:'!.\:b::';:('!f:'I<'\:..!^.;~.~~:f,~:'~';~_.-'~;':~:' :.:~ "!:,.i . . ".~."