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HomeMy WebLinkAboutContract 48984 CITY SECRETARY YAMAHA / CONTRACT NO. '1 YAMAHA MOTOR FINANCE CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 March 17, 2017 CITY OF FORT WORTH ATTN: Silva 4200 SOUTH FREEWAY, SUITE 4220 FORT WORTH, TX 76115 Dear Silva: Enclosed you will find the documentation for your conditional sale purchase of 2 YT2A Yamaha golf cars. The documents enclosed in the package include the following: Conditional Sale Agreement Equipment Schedule#114824 Request for Insurance Certificate of Acceptance Invoice For First Payment ACH Form Account Update Form OFFICIAL.RECORD CITY SECRETARY FT.9YORTIH,TX Please have these documents signed by an Authorized City Official and return them to me in the enclosed prepaid overnight return envelope. The insurance form should be forwarded to your insurance company and a copy returned to us with the other documentation. If the city requires the use of Purchase Orders,please provide one with your documents. However, if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction. We appreciate your continued business and thank you for choosing us to service your financing needs. If you should have any questions,please give us a call at 800-551-2994. Sincerely, La'Trice D Rosser YAMAHA Commercial Customer Finance CONDITIONAL SALE EXHIBIT A EQUIPMENT SCHEDULE# 114824 Dated January 31,2017 1. This Schedule covers the following property('Equipment"): 2 YT2A GOLF CARS 2. Location of Equipment: ROCKWOOD GOLF COURSE 1851 JACKSBORO HIGHWAY FORT WORTH,TX 76114 3. The Terms for the Equipment described herein shall commence on April 01,2017 and shall consist of 48 months from the first day of the month following said date. 4. The down payment of the Equipment shall be$ $0.00 5. Payments on the Equipment shall be due on the following schedule. Schedule of Payments: 48 MONTHLY PAYMENTS IN THE AMOUNT OF$231.38(APPLICABLE TAXES TO BE BILLED). STARTING APRIL 2017 AND ENDING MARCH 2021. DUE THE 1ST DAY OF THE MONTH AS FOLLOWS: Apr-17$231.38 ]an-18$231.38 Jan-19$231.38 Jan-20$231.38 Jan-21$231.38 May-17$231.38 Feb-18$231.38 Feb-19$231.38 Feb-20$231.38 Feb-21$231.38 Jun-17$231.38 Mar-18$231.38 Mar-19$231.38 Mar-20$231.38 Mar-21$231.38 Jul-17$231.38 Apr-18$231.38 Apr-19$231.38 Apr-20$231.38 Aug-17$231.38 May-18$231.38 May-19$231.38 May-20$231.38 Sep-17$231.38 Jun-18$231.38 Jun-19$231.38 ]un-20$231.38 Oct-17$231.38 Jul-18$231.38 Jul-19$231.38 Jul-20$231.38 Nov-17$231.38 Aug-18$231.38 Aug-19$231.38 Aug-20$231.38 Dec-17$231.38 Sep-18$231.38 Sep-19$231.38 Sep-20$231.38 Oct-18$231.38 Oct-19$231.38 Oct-20$231.38 Nov-18$231.38 Nov-19$231.38 Nov-20$231.38 Dec-18$231.38 Dec-19$231.38 Dec-20$231.38 6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $3,800.00 7. Other Terms: Interest Factor: 4.20 % Yamaha Motor Corporation,U.S.A., Seller and their respective subsidiaries are not obligated to perform or provide any maintenance or service,under any circumstances,under the terms of the Agreement. Maintenance and service are the responsibility of the Purchaser. Failure by Purchaser to maintain or service the equipment consistent with the terms of the Agreement shall not relieve Purchaser of the responsibilities under the Agreement. Signed Counterparts: The parties agree that this Agreement may be signed in counterparts,that delivery of an executed counterpart of the signature page to this Agreement by fax,email or other electronic means shall be as effective as delivery of a manually executed counterpart,and any failure to deliver the original manually executed counterpart sent by fax,email or other electronic means shall not affect the validity, enforceability or binding effect of this Agreement. Notwithstanding any other provision of this Agreement,the sole original of this Agreement shall be the Agreement bearing the manually executed signature of the Purchaser. The Purchaser,by making any payment required under this Agreement ratifies all of the terms of this Agreement. This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated January 31,2017 All of the terms and conditions,representations and warranties of the Agreement are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule. CITY OF FORT WORTH YAMAHA MOTOR FINANJE CORPORATION, U.S.A. r By Signature By Signature Name: Name: Kim Ruiz Type or Print Type or Print Title: Title: President YAMAHA MOTOR FINANCE CORPORATION, U.S.A.("Yamaha") 6555 Katella Avenue, Cypress, CA 90630 (800)551-2994, Fax(714) 761-7363 E-MAIL: Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: March 17, 2017 ADDRESS: Please Reference our Quote# 114824 PHONE: FAX: RE: ROCKWOOD GOLF COURSE (Customer)Account# The Customer has purchased and will be financing equipment from Yamaha. The Customer is required to provide Yamaha with the following insurance coverage: "All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., It's successors and assigns as LOSS PAYEE. Each policy shall provide that: (i) Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. YAMAHA MOTOR FINANCE CORPORATION, U.S. Attn: Commercial Finance Group 6555 Katella Ave Cypress, CA 90630 Your prompt attention will be appreciated. Very Truly Yours, Equipment Covered: CITY OF FORT WORTH 2 YT2A GOLF CARS (Customer) Equipment Location: By. 1851 JACKSBORO HIGHWAY (Signature of Authorized Officer) FORT WORTH TX 76114 Title: CERTIFICATE OF ACCEPTANCE This certificate is executed pursuant to Equipment Schedule# 114824 dated January 31, 2017 to the Conditional Sale Agreement dated January 31,2017 between Yamaha Motor Finance Corporation, U.S.A. (the "Seller")and CITY OF FORT WORTH (the"Purchaser"). The Purchaser hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Purchaser on the Commencement Date shown below. EQUIPMENT SERIAL QUANTITY TYPE/MODEL NUMBER NEW/USED LOCATION 2 YT2A GOLF CARS See NEW ROCKWOOD GOLF COURSE attachment 1851 JACKSBORO HIGHWAY FORT WORTH,TX 76114 ADDITIONAL CONDITIONS/SPECIAL TERMS: Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. CITY OF FORT WORTH as Purchaser By: Name: Title: r i YAMAHA CONDITIONAL SALE AGREEMENT Page 1 of 4 CSA 0906 CONDITIONAL SALE AGREEMENT CONDITIONAL SALE AGREEMENT(this"Agreement")dated as of January 31,2017 by and between Yamaha Motor Finance Corporation, U.S.A.(hereinafter called"Seller")having its principal office and place of business at 6555 Katella Avenue, Cypress, California 90630 and CITY OF FORT WORTH (hereinafter call"Purchaser")having its principal office and place of business at 4200 SOUTH FREEWAY,SUITE#220 FORT WORTH TX 76115 1. PROPERTY SOLD. In consideration of the agreement to ANY THIRD PARTY. No defect, unfitness, loss, damage or other purchase by Purchaser and the covenants and agreements condition of the Equipment shall relieve Purchaser of the obligation hereinafter set forth, Seller hereby sells to purchaser all of the to pay any installment under this Agreement. tangible personal property (collectively, the "Equipment") listed on 5. TITLE AND ASSIGNMENT. any Equipment Schedule(s) attached hereto as Exhibit A (the "Equipment Schedule"). 5.1 Title. At the time of acceptance, title to the Equipment 2. TERM. The term of this Agreement shall commence on shall pass to Purchaser. As security for the prompt and complete the date set forth above and shall continue in effect thereafter so payment and performance when due (whether at the stated long as the Equipment Schedule remains in effect. maturity, by acceleration or otherwise)of each and every obligation, covenant, agreement and commitment of Purchaser under this 3. PAYMENT. Purchaser shall pay to Seller, for the Agreement and/or any Equipment Schedule (including, without Equipment during each month of the Term of the Equipment limitation, the prompt and complete payment by Purchaser, as and Schedule, the monthly payment set forth in the Equipment when due and payable, whether at the stated maturity, by Schedule plus any taxes, fees, etc. associated with proper filings acceleration or otherwise,of all amounts owing from time to time by and ownership by Purchaser together with any down payment set Purchaser to Seller under this Agreement and/or the Equipment forth in the Equipment Schedule. Whenever any payment is not Schedule), Purchaser hereby grants Seller a continuing security made when due hereunder, Purchaser shall pay Seller interest on interest in all of the Equipment and all proceeds thereof (in such amount at the maximum allowable rate of interest permitted whatever form). Seller is hereby authorized by Purchaser to file by the law of the state where the Equipment is located. any UCC financing statements or any other documents to evidence, 4. DELIVERY AND ACCEPTANCE; WARRANTY AND establish, perfect or enforce the security interest granted DISCLAIMER OF WARRANTIES. hereunder. 5.2 Location, Inspection. Purchaser shall not move the 4.1 Delivery and Acceptance of the Equipment. Purchaser Equipment from the location specified on the Equipment Schedule has selected and shall take delivery of all the Equipment directly without the prior written consent of Seller, which consent shall not from Yamaha Golf-Car Company, a Yamaha Authorized Dealer, or be unreasonably withheld. an authorized agent. All costs of delivery are the sole responsibility of Purchaser. Seller shall not be liable for any loss or damage 5.3 Assignment by Seller. resulting from the delay or failure to have any Equipment available (a) Purchaser does not have the right or power to, and shall for delivery. Purchaser shall inspect the Equipment to determine not, sell,transfer,assign,or pledge(except for short-term rentals to that the Equipment is as represented and has been equipped or patrons in the ordinary course of business) any of the Equipment prepared in accordance with any prior instructions given in writing without the prior written consent of Seller. Any attempt to sell, by Purchaser. Purchaser shall accept the Equipment if it meets the transfer, assign, pledge any of the Equipment in violation of the criteria set forth in the preceding sentence and shall execute and foregoing shall be null and void and of no force or effect. deliver a Certificate of Acceptance with respect to each shipment of Equipment. For all purposes of this Agreement,the Equipment will (b) Seller may assign its rights hereunder, in whole or in part, be considered accepted by Purchaser upon the earlier of (i) without Purchaser's consent. If Purchaser is given notice of any delivery of the Certificate of Acceptance, and (ii) 10 days after assignment by Seller, Purchaser agrees to pay directly to such delivery of the Equipment(unless prior to such time Purchaser has assignee all sums payable hereunder if so directed and such assignee properly rejected the Equipment and advised Seller in writing of shall be thereafter considered the Seller for all purposes under this same). Purchaser authorizes Seller to insert in the Equipment Agreement. Schedule the serial number and other identifying data of the Equipment. (c) Any assignment or transfer by Seller shall not materially 4.2 Warranty and Disclaimer of Warranties. Seller warrants change Seller's duties or obligations under this Agreement. to Purchaser that, so long as Purchaser shall not be in default of 6. TAXES AND FEES. any of the provisions of the Equipment Schedule, neither Seller nor 6.1 Taxes and Fees.Purchaser shall pay all property taxes any assignee of Seller will disturb Purchaser's quiet and peaceful and sales and use tax due on the Equipment. Purchaser agrees to possession of the Equipment. indemnify and hold harmless the Seller from and against all taxes, In addition,the Equipment is warranted only in accordance with the fees or other charges of any nature whatsoever(together with any manufacturer's warranty, which may be amended or modified from related interest or penalties thereon)now or hereinafter imposed or time to time only by Seller. OTHER THAN THE WARRANTY AS assessed during the term of the Equipment Schedule by any REQUIRED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED governmental authority upon or with respect to the Equipment or ABOVE, SELLER DISCLAIMS ANY OTHER WARRANTY, upon the ordering, purchase, sale, ownership, delivery, leasing, EXPRESSED OR IMPLIED, INCLUDING BUT NOT BY WAY OF possession, use, operation, return or other disposition thereof or LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NOW upon the receipts or earnings arising therefrom or upon or with INFRINGEMENT, NON-INTERFERENCE AND FITNESS FOR A respect to any Equipment Schedule (excepting only Federal, state PARTICULAR PURPOSE. SELLER DISCLAIMS ANY LIABILITY and local taxes soley based on or measured by the net income of FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES Seller). OR COMMERCIAL LOSSES SUFFERED BY PURCHASER OR Page 2 of 4 CSA 0906 7. CARE, USE AND MAINTENANCE; ALTERATIONS AND 12. DEFAULT. Each of the following shall be an Event ATTACHMENTS. of Default under this Agreement(each an"Event of Default"): 7.1 Care, Use and Maintenance. Purchaser (a) Failure by Purchaser to pay Seller any installment shall, at its sole expense, at all times during the term of the payment or other amount payable by Purchaser to Seller under this Equipment Schedule, keep the Equipment clean, serviced and Agreement and/or any Equipment Schedule as and when the same maintained in good operating order, repair, condition and becomes due and payable;or appearance in accordance with Seller's manuals and other instructions received from Seller. (b) To the extent not covered by subsection 12(a) above, failure by Purchaser to comply with any term, covenant, agreement 7.2 Alterations and Attachments. Purchaser may, or condition in this Agreement and/or any Equipment Schedule, with Seller's prior written consent, make such cosmetic which failure continues for a period of 10 days after notice of such modifications to the Equipment as Purchaser may deem desirable failure is provided by Seller to Purchaser;or. in the conduct of its business; provided, however, that such alterations shall not diminish the value or utility of the Equipment,or (c) Any representation or warranty made by Purchaser in an cause the loss of any warranty thereon or any certification Equipment Schedule, this Agreement, or in any document or necessary for the maintenance thereof, and provided, further, that certificate furnished to the Seller in connection therewith shall be such modification shall be removable without causing damage to incorrect,false or misleading in any material respect when so made the Equipment. or furnished. 8. REPRESENTATIONS AND WARRANTIES OF 13. REMEDIES. Upon the occurrence of an Event of PURCHASER. Purchaser hereby represents and warrants to Default, Seller, at its option: 1) may declare immediately due and Seller that with respect to the Agreement and each Equipment payable any or all amounts payable under this Agreement and/or Schedule: the Equipment Schedule(whether such amounts are due or not yet due), whereupon the same shall become immediately due and (a) The execution, delivery and performance thereof by the payable by Purchaser to Seller; 2) may proceed by appropriate Purchaser have been duly authorized by all necessary corporate or court action or actions either at law or in equity to enforce other action. performance by Purchaser of the terms and conditions of this Agreement and/or an Equipment Schedule; 3) may recover from (b) The individual executing such was duly authorized to do Purchaser any and all damages or expenses, including reasonable SO. attorney's fees, which Seller shall have sustained by reason of the Event of Default or on account of Seller's enforcement of its (c) The Agreement and the Equipment Schedule constitute remedies thereunder;and/or 4)may exercise its rights as a secured legal,valid and binding agreements of the Purchaser enforceable in creditor under the Uniform Commercial Code as enacted in accordance with their respective terms. California ("UCC") including, without limitation, taking immediate possession of the Equipment, disposing of such Equipment in (d) The Equipment is personal property and when subjected accordance with the provisions of the UCC, and collecting for any to use by the Purchaser will not be or become fixtures under deficiency as a result of the disposal of the Equipment by Seller applicable law. together with all reasonable attorneys fees and costs incurred by Seller during the disposal of such Equipment. Seller's rights and (e) Purchaser's name as set forth in the preamble to this remedies under this Agreement and the Equipment Schedule shall Agreement is the exact legal name of Purchaser. be cumulative and in addition to any rights and remedies Seller may have under applicable law and the exercise or failure to 9. DELIVERY OF EQUIPMENT. Purchaser hereby exercise any right or remedy shall not preclude Seller from assumes the full expense of transportation and in-transit insurance exercising any other right or remedy. from the Seller to Purchaser's premises and delivery thereat of the Equipment. 14. MISCELLANEOUS. 14.1 No Waiver. No omission or delay by Seller at any 10. INDEMNITY. Purchaser shall and does hereby time to enforce any right or remedy reserved to it, or to require indemnify and hold Seller and any and all of its assignees harmless performance of any of the terms, covenants or provisions hereof by from and against any and all claims,costs,expenses, Purchaser at any time designated, shall be a waiver of any such damages, losses and liabilities (including negligence, tort and strict right or remedy to which Seller is entitled, nor shall it in any way liability), including reasonable attorney's fees, arising out of or in affect the right of Seller to enforce such provisions thereafter. any manner connected with the ownership, selection, possession, leasing, renting, purchase, financing, operation, control, use, 14.2 Binding Nature.This Agreement and the Equipment maintenance, transportation, storage, repair, delivery, return or Schedule shall be binding upon, and shall inure to the benefit other disposition of the Equipment including without limitation, of Seller, Purchaser and their respective successors, legal claims for injury to or death of persons and for damage to property. representatives and assigns. Purchaser agrees to give Seller prompt notice of any such claim or liability. 14.3 Notices. Any notice, request or other communication to either party by the other as provided for herein shall be given in 11. RISK OF LOSS. Seller and Purchaser agree Purchaser writing and only shall be deemed received upon the earlier of shall bear the entire risk of loss, theft, destruction or damage to the receipt or three days after mailing if mailed postage prepaid by Equipment from any cause whatsoever and shall not be relieved of regular or airmail to Seller or Purchaser,as the case may be, at the the obligation to pay the total of the monthly payments or any other address for such party set forth in this Agreement or at such obligation hereunder because of any such occurrence. Purchaser changed address as may be subsequently submitted by written further agrees to insure the Equipment for full value and to cause notice of either party. Purchaser's insurance carrier to name Seller as a loss payee and provide Seller with a loss payee certificate of insurance. Page 3 of 4 CSA 0906 14.4 Severability. In the event any one or more of the shall be included in the payment as shown on the Equipment provisions of this Agreement and/or an Equipment Schedule shall Schedule applicable to any such items of Equipment. for any reason be prohibited or unenforceable in any jurisdiction, any such provision shall,as to such jurisdiction,be ineffective to the 14.7 Involuntary Transfer Constitutes Default. extent of such prohibition or unenforceability without invalidating the Except for the security interest granted to Seller under this remaining provisions hereof, any such prohibition or Agreement, Purchaser shall not create, incur, assume or suffer to unenforceability in any jurisdiction shall not invalidate or render exist any mortgage, lien, pledge or other encumbrance or unenforceable such provision in any other jurisdiction. attachment of any kind whatsoever upon, affecting, or with respect to the Equipment or of Seller's interest thereunder. 14.5 Signed Counterparts. The parties agree that this Agreement may be signed in counterparts, that delivery of an 14.8 Statute of Limitations. Any action by executed counterpart of the signature page to this Agreement by Purchaser against Seller for any default by Seller under this fax, email, or other electronic means shall be as effective as Agreement, including breach of warranty or indemnity, shall be delivery of a manually executed counterpart, and any failure to commenced within one year after any such cause of action deliver the original manually executed counterpart sent by fax, accrues. email or other electronic means shall not affect the validity, enforceability or binding effect of this Agreement. Notwithstanding 14.9 Entire Agreement. Seller and Purchaser any other provision of this agreement the sole original of this acknowledge that there are no agreements or understandings, Agreement shall be the Agreement bearing the manuallyexecuted written or oral, between Seller and Purchaser with respect to the signature of the Purchaser. The Purchaser , by making any Equipment, other than as set forth herein and in an Equipment payment required under this Agreement ratifies all of the terms of Schedule and that this Agreement and such Equipment Schedule this Agreement. contains the entire Agreement between Seller and Purchaser with respect thereto. Neither this Agreement nor any Equipment 14.6 Registration and License. Purchaser shall Schedule may be altered, modified, terminated or discharged perform and pay for the titling,registration and licensing(if required except by a writing signed by the party against whom such by applicable law) of any items or Equipment in the Purchaser's alteration, modification,termination or discharge is sought. name and all inspections of such items of Equipment which may be Each Equipment Schedule is hereby incorporated by reference into required by any governmental authority unless such fees and taxes this Agreement, and made part of this Agreement,as if fully set forth herein. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on or as of the day and year first above written. CITY OF FORT WORTH YAMAHA MOTOR FINANCE GORPORATION, U.S.A. By: By: Print Name: Print Name: Kim Ruiz Title: Title: President If Purchaser is a Corporation,the Secretary of the Corporation is to execute the following: The Officer signing above is duly authorized,on behalf of CITY OF FORT WORTH (the"Company"), to negotiate,execute and deliver the Conditional Sale Agreement dated as of January 31,2017 and the Schedule(s) thereunder and all future Schedule(s) (the"Agreements")by and between the Company and [Yamaha Motor Finance Corporation, U.S.A.]; and these Agreements are binding and authorized agreements of the Company,enforceable in all respects in accordance with their terms. WITNESS MY HAND and the corporate seal of the Company this day of Secretary SEAL Page 4 of 4 CSA 0906 PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 171 1 3362 Momentum Place Chicago, IL 60689-5333 INVOICE NUMBER: MAN 114824 Date Prepared:0113112017 CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE#220 FORT WORTH,TX 76115 Due Date Quote No Description Amount Due :,A/,A':�'E�'.bY,m;O`:,,,. ..,,%1-.,S�q6^:-k;!A'i�:-,•. 9Ai.-A�/N:9°i9;H:B-.,p:,--.p�,&- .f.;il`�b'!9?p-:W'y'A'w 114824 2 YT2A GOLF CARS for Municipal Conditional Sale Cars located at:ROCKWOOD GOLF COURSE 041112017 Payment $231.38 Payment Tax $0.00 YOUR ACCOUNT BALANCE IS----------------- $231.38 Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Finance AT 1-800-551-2994. -------------------------------------------------------------- PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. Mal1 1 3362 Momentum Place Chicago, IL 60689-5333 WOICE NUMBER MAN 114824 Date Prepared: 0113112017 Payment for: CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE#220 FORT WORTH,TX 76115 114824 ober Amount Paid Date Paid Check Number YAMAHA Cypress, Ca Ave Commercial Finance Cypress, CA 90630 ACCOUNT UPDATE FORM Phone (800) 551-2994 FINANCIAL SERVICES Fax (714) 761-7363 Upon reviewing your file, we noticed that some of the information is possibly outdated. To be assured that we have the most current information on your business, please take a few minutes to complete this form and fax(or mail)it back.We appreciate your continued business and your assistance in keeping our files up to date. Date: Complete Legal Name of Applicant: Course Name or DBA: Billing Address: Physical Address of Equipment: City, State, Zip: City, County, State, Zip: Contact Person: Phone Number: Email Address: Email Address/Fax Number: Corporate Web Site Address: **❑ Corporation**❑ LLC ❑ S-Corp.❑ Partnership ❑Sole Prop ❑ Municipal ❑Public ❑ Semi-Private ❑ Private ❑ Other **THE CORPORATION/LLC IS FORMED IN THE STATE OF AND IS IN GOOD STANDING. FED ID# Tax Exempt Cert.# Age of Business Years Under Current Ownership OFFICER/CORPORATE MEMBER/OWNER/PARTNER- INFORMATION Name of Principal %Owned Title Name of Principal % Owned Title Name of Principal % Owned Title REFERENCES Note: Please advise Banker to expect a call from Yamaha about this application. Is there a Mortgage on the Golf Course? Mortgage Holder ❑ Yes ❑ No Mortgage Holder Contact Name Mortgage Holder Contact Phone Mortgage Holder Fax INSURANCE INFORMATION Carrier Agent's Phone: Agent's Name: Agent's Fax: I hereby authorize Yamaha Motor Finance Corporation, U.S.A., and its affiliates to investigate the references herein listed or state or other data pertaining to Applicant's credit and financial responsibility,and to share the results with its Distributors related to my ac Applicant's Name: Distributor: Signature: Salesperson: IMPORTANT: PLEASE INCLUDE YOUR MOST RECENT YEAR-END FINANCIAL STATEMENT ACH/ONLINE PAYMENTS AGREEMENT RECITALS Yamaha Motor Finance Corporation, U.S.A. ("Yamaha"), located at 6555 Katella Ave, Cypress, CA 90630, seeks to provide Customer with the ability to make payments electronically through the Automated Clearing House system ("ACH System")to the Account, as defined below, in satisfaction of Customer's payment obligations to Yamaha and Customer desires to use the ACH System to transfer funds from the Account, as defined below, to Yamaha in satisfaction of its payment obligations in accordance with the terms set forth below. NOW,THEREFORE,in consideration of the promises and the mutual covenants herein contained and other good and valuable consideration,receipt and sufficiency of which the parties hereto acknowledge,it is hereby agreed as follows: 1. Customer's Account. Customer shall complete the attached Authorization Agreement for Direct Payments form ("Application"),and allow Yamaha to initiate debit entries through the ACH System to Customer's Account,as defined below,to collect amounts owed by Customer to Yamaha. Customer shall provide certain information required by the Application, including information regarding Customer's bank and bank account (the "Account") through which Yamaha will initiate the debit entries authorized pursuant to this Agreement. Customer will immediately complete and deliver to Yamaha an updated Authorization Agreement from time to time if any information regarding the Account is changed or is inaccurate. Yamaha will thereupon enter such new information regarding the Account into the ACH System. Customer will execute such agreements that are required by Customer's bank to allow Yamaha to initiate the debit entries to Account,and to receive the corresponding payments. 2. Authorization for ACH Payment. By entering into this Agreement, Customer irrevocably authorizes Yamaha during the term of their Equipment Schedule, to initiate debit entries through the ACH System to the Account to pay Customer's obligations, and to take possession of funds in the Account for application to such obligations. If a Customer's debit transaction is rejected by the Customer's bank for reasons such as non-sufficient funds,Yamaha shall have the right to charge Customer's Account a fee of Fifty Dollars($50)to cover administrative costs associated with the rejected payment. 3. Limitation of Liability for ACH System. Yamaha will not be liable for the act or omission of any Automated Clearing House, financial institution, or any person who has obtained unauthorized access to the ACH System. Customer acknowledges that if any error occurs in the ACH System debiting process,and Customer will immediately notify Yamaha if the amount of any debit entry which Yamaha initiates exceeds the amount owed by Customer. Customer agrees, however, that Yamaha's liability for any such error will be limited to a credit by Yamaha to the Account in the amount of the entry which exceeds the amount owed by Customer, and in no event will Yamaha be liable to Customer for any consequential,special or incidental damages. 4. Notices. Any written notice or other written communication required or permitted to be given under this Agreement shall be delivered,or sent by United States certified mail,return receipt requested,to Yamaha unless another address is substituted by notice delivered or sent as provided herein. Any such notice will be deemed given when received. 5. Termination. This agreement,if required by Yamaha as a credit condition of the account,will only be terminated at the end of the term of the Equipment Schedule or after all payments on the Equipment Schedule have been satisfied. If not a credit condition requirement,Yamaha or Customer may terminate this agreement at any time by giving thirty (30)days prior written notice to the other party. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles thereof. Any disputes,claims and controversies arising out of or directly or indirectly relating to this Agreement, or the breach, invalidity or termination thereof, shall be settled by binding arbitration to be held in Orange County,California. 7. Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous negotiations, representations, and agreements with respect hereto, and shall be binding upon the parties hereto. This Agreement may be amended only by a writing signed by both parties. In the event that any provision of this Agreement shall be held invalid,illegal or otherwise unenforceable for any reason in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of any such provision or obligation in any other jurisdiction,shall not in any way be affected or impaired thereby. Customer cannot assign this Agreement without Yamaha's prior written consent. Headings are used for reference purposes only,and are not part of this Agreement. The failure by either party to enforce or take advantage of any provision hereof shall not constitute a waiver of the right subsequently to enforce or take advantage of such provisions. The parties may rely on any facsimile copy,electronic data transmission or electronic data storage of this Agreement,which will be deemed an original,and the best evidence thereof,for all purposes. Address for Deliver of Notice: Yamaha Motor Finance Corporation,U.S.A. 6555 Katella Avenue,Cypress,CA 90630 Attention: Stacey Stankgy,Assistant Department Manager Page 1 of 2 ACH0906 AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS(ACH DEBITS) Customer Name CITY OF FORT WORTH Customer Number 8715748 Contact Phone Number I(we)hereby authorize Yamaha Motor Finance Corporation,U.S.A.,and its affiliates hereinafter called Yamaha,t( initiate debit entries to my(our) r Checking Account or Savings Account Indicated below at the depository financial institution named below,hereafter called Depository,and to debit the same to such account.I(we)acknowledge that the origination of ACH transactions to my(our)account must comply with the provisions of U.S.law. Depository Name Branch City State Zip Bank Routing Number Bank Account Number r Please indicate with a check-mark that there is no debit blocking on your account that would prevent Yamaha from debiting your account according to the provisions of the ACH agreement. This authorization is to remain in full force and effect and can only be terminated under the terms provided under Paragraph 5. By signing below,Customer acknowledges its agreement to the terms of the ACH/Online Payments Agreement sf forth on the reverse side of this document. Name(s) (Please Print) Position(s) (Please Print) (must be an owner or officer of the company) Signature(s) Date INSTRUCTIONS FOR ESTABLISHING ACH ACCOUNT: Please forward this executed agreement,along with a voided check,to the following address: Yamaha Motor Finance Corporation,U.S.A. 6555 Katella Avenue Cypress,CA 90630 Or Fax to 714-761-7363 Page 2 of 2 ACH0906 FORT WORTH ADDENDUM TO CONDITIONAL SALE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND YAMAHA MOTOR FINANCE CORPORATION, U.S.A. This ADDENDUM TO CONDITIONAL SALE AGREEMENT is entered into by and between Yamaha Motor Finance Corporation, U.S.A., ("Seller") and the City of Fort Worth ("Purchaser"), collectively the "parties", for lease of golf, utility, and beverage carts ("equipment lease") utilizing Buyboard Cooperative Contract No. 447-14. The Contract documents shall include the following: 1. The Conditional Sale Agreement 2. This Addendum to the Conditional Sale Agreement 3. Equipment Schedule #114872 QTY: 1 DESCRIPTION YDRA PTV GOLF CAR 4. Equipment Schedule#114824 QTY: 2 DESCRIPTION YT2A GOLF CARS 5. Equipment Schedule #114828 QTY: 1 DESCRIPTION YT1A GOLF CAR 8. Buyboard Cooperative Contract No. 447-14 Notwithstanding any language to the contrary in the attached Conditional Sale Agreement or BuyBoard Contract No. 447-14 (collectively the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum ("Addendum") below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term: The Parties wish to provide for a contract term that extends beyond the one in effect for the BuyBoard Contract No. 447-14. Therefore, the terms of the Agreement shall continue in effect so long as the attached Equipment Schedules No. 114872, No. 114873, No. 114824, No. 114828 and No. 114825 entered into by the Parties remains in effect, unless terminated earlier by either party pursuant to Section 6 and 9 of this Addendum or the Agreement. 2. Attorneys' Fees, Penalties, and Liquidated Damages: To the extent the attached Agreement requires the Purchaser to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the Purchaser objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the Purchaser objects to such terms and any such terms are hereby deleted from this Agreement and shall have no force or effect. 4. Sovereign Immunity: Nothing herein constitutes a waiver of the Purchaser's sovereign immunity. To the extent this Agreement requires the Purchaser to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 5. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the Purchaser hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, the Purchaser shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. 6. Confidential Information: The Purchaser is a government entity under the laws of the State of Texas and all documents held or maintained by the Purchaser are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that the Purchaser maintain records in violation of the Act, the Purchaser hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, the Purchaser shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the Purchaser, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 7.Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the Purchaser, the terms in this Addendum shall control. 8. Fiscal Funding Limitation: In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the Purchaser will immediately notify Seller of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the Purchaser of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. 9. Right to Audit: Seller agrees that the Purchaser shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to this Agreement. Seller agrees that Purchaser shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The Purchaser shall give Seller reasonable advance notice of intended audits. Executed this the ' day of 140VII , 20 CFW/Addendum to YAMAHA MOTOR FINANCE CORPORATION,U.S.A.,U.S.A.Conditional Sale Agreement Page 2 of 3 CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: of this contract, including ensuring all performance /� Nan e: Susan Ala and reporting requirements. Title: Assistant ity Manager Date: By: APPROVAL RECOMMENDED: Nam ncy Bunton" O Title: APPROVED AS TO FORM AND LEGALITY: By: fe:T L��hC-��"1 2Cwa�4 -r) irP c_-t a Pt-1 IZ 0 By: ATTEST: me: John B. Vtrong title: Assistant City Attorney —CONTRACT AUTHORIZATION: By: Aame:OYMJ��, WeC—K-�) �.,�OF �Qd• Title: City Secretary o , V• •.O SELLER: CX,gs YAMAHA MOTOR FINANC�,.U.S.A. By: Name: Kim Ruiz Title: Vice President/Treasurer Date: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX CFW/Addendum to YAMAHA MOTOR FINANCE CORPORATION,U.S.A.,U.S.A. Conditional Sale Agreement Page 3 of 3 M&C Review Page 1 of 2 official site of the City of Fort Worth,Texas CITY COUNCILAGENDA FORT_, COUNCIL ACTION: Approved on 10/18/2016 DATE: 10/18/2016 REFERENCE NO.: **P-11952 LOG NAME: 13P16-0387 GOLF VEHICLES LSJ PAR CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Agreements with Yamaha Motor Finance Corporation, U.S.A. to Lease Golf, Utility and Beverage Carts and, with Yamaha Golf-Car Company, to Provide Service of Leased Vehicles, Using a Cooperative Contract for an Amount Up to$273,192.00 for the Park and Recreation Department at Rockwood Golf Course (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize Agreements with Yamaha Motor Finance Corporation, U.S.A. to lease golf, utility and beverage carts and, with Yamaha Golf-Car Company, to provide service of leased vehicles using Buyboard Cooperative Contract No. 447-14 for an amount up to$273,192.00 for the Park and Recreation Department. These leased items will be used at the Rockwood Golf Course. DISCUSSION: The Park and Recreation Department will use the Lease Agreement with Yamaha Motor Finance Corporation, U.S.A. to lease golf, utility and beverage carts that will be rented to patrons and utilized by Rockwood Golf Course staff. The requested contract amount provides funding for two Yamaha Adventurer fuel injected utility units, one Yamaha Adventurer Deluxe fuel injected beverage cart, one Personal Transportation Vehicle (PTV)with rear-facing seat, one Adventurer One Range Picker and 72 Yamaha DRIVE golf cars. The utility units, beverage cart, personal transportation vehicle and range picker will be leased for a period of 48 months with a 4.2 percent finance charge. The lease for the golf cars will be for a period of 60 months with a 4.6 percent finance charge beginning on or about June 1, 2017 with the opening of Rockwood Golf Course. At the conclusion of the leases, the Park and Recreation Department plans to acquire the range picker and the two utility units by paying the lease acquisition fee totaling $3,801.00 for all three units. In addition, a Service Agreement with Yamaha Golf-Car Company will be executed for repairs, maintenance and parts not covered under the standard manufacturer's warranty. DELIVERY- Delivery of the golf carts and beverage cart will occur on or about June 1, 2017. All other units will be delivered on or about November 1, 2016. ANNUAL COST-The total vehicle lease cost is estimated at$49,512.00 per year(see attached Total Cost of Ownership (TCO)). For Fiscal Year 2017, the total vehicle lease cost is estimated at$20,842.00 due to the June 1, 2017 delivery of the golf carts and beverage cart. TOTAL OWNERSHIP COST-$524,658.00 over service life (See Attached TCO). PRICE ANALYSIS -Yamaha is offering a 10 percent discount off the catalog pricelist for golf vehicles and services. The prices are the same as the prices previously awarded in 2015 (M&C P-11805). Prices have been reviewed by Staff and deemed to be fair and reasonable based on current market pricing. COOPERATIVE PURCHASE -State law provides that a local government purchasing an item(s) under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item(s). Buyboard contracts have been competitively bid to increase and simplify the purchasing power of government entities. http://apps.cfwnet.org/council_packet/mc review.asp?ID=22805&councildate=10/18/2016 3/24/2017 M&C Review Page 2 of 2 ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. LEASE TERM -The 48-month lease of utility units, beverage carts, personal transportation vehicle and range picker; and the 60-month lease of golf cars will begin on execution of the Agreements. REVENUE NOTE -The majority of the contract costs will be offset by revenue. The City anticipates cart and car rental(s) income of$293,081.00 annually. In addition, the City anticipates sales and refreshments income in the amount of$50,000.00 annually. The golf courses are classified as Citywide Special Use Facilities. Rockwood Golf Course is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated of the Municipal Golf Fund and that, prior to expenditures being made, the participating department has the responsibility to validate the availability of funds. BQN\16-0387\LSJ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: LaKita Slack(8314) Jack Dale (8357) ATTACHMENTS 16-0387 GOLF CAR TABULATION .pdf Yamaha 1295.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=22805&councildate=10/18/2016 3/24/2017 CRY SECRETARY �,� YAMAHA CONTRACT NO.. YAMAHA MOTOR FINANCE CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 March 17, 2017 CITY OF FORT WORTH ATTN: Silva 4200 SOUTH FREEWAY, SUITE#220 FORT WORTH,TX 76115 Dear Silva: Enclosed you will find the documentation for your conditional sale purchase of 1 YT1A Yamaha golf cars. The documents enclosed in the package include the following: Equipment Schedule#114828 Request for Insurance Certificate of Acceptance Invoice For First Payment Please have these documents signed by an Authorized City Official and return them to me in the enclosed prepaid overnight return envelope. The insurance form should be forwarded to your insurance company and a copy returned to us with the other documentation. If the city requires the use of Purchase Orders,please provide one with your documents. However,if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction. We appreciate your continued business and thank you for choosing us to service your financing needs. If you should have any questions,please give us a call at 800-551-2994. Sincerely, La'Trice D Rosser YAMAHA Commercial Customer Finance CONDITIONAL SALE EXHIBIT A EQUIPMENT SCHEDULE# 114828 Dated January 31,2017 1. This Schedule covers the following property('Equipment"): 1 YT1A GOLF CARS 2. Location of Equipment: ROCKWOOD GOLF COURSE 1851 JACKSBORO HIGHWAY FORT WORTH,TX 76114 3. The Terms for the Equipment described herein shall commence on April 01,2017 and shall consist of 48 months from the first day of the month following said date. 4. The down payment of the Equipment shall be$ $0.00 5. Payments on the Equipment shall be due on the following schedule. Schedule of Payments: 48 MONTHLY PAYMENTS IN THE AMOUNT OF$172.93(APPLICABLE TAXES TO BE BILLED). STARTING APRIL 2017 AND ENDING MARCH 2021. DUE THE 1ST DAY OF THE MONTH AS FOLLOWS: Apr-17$172.93 Jan-18$172.93 Jan-19$172.93 Jan-20$172.93 Jan-21$172.93 May-17$172.93 Feb-18$172.93 Feb-19$172.93 Feb-20$172.93 Feb-21$172.93 Jun-17$172.93 Mar-18$172.93 Mar-19$172.93 Mar-20$172.93 Mar-21$172.93 Jul-17$172.93 Apr-18$172.93 Apr-19$172.93 Apr-20$172.93 Aug-17$172.93 May-18$172.93 May-19$172.93 May-20$172.93 Sep-17$172.93 Jun-18$172.93 Jun-19$172.93 Jun-20$172.93 Oct-17$172.93 Jul-18$172.93 Jul-19$172.93 Jul-20$172.93 Nov-17$172.93 Aug-18$172.93 Aug-19$172.93 Aug-20$172.93 Dec-17$172.93 Sep-18$172.93 Sep-19$172.93 Sep-20$172.93 Oct-18$172.93 Oct-19$172.93 Oct-20$172.93 Nov-18$172.93 Nov-19$172.93 Nov-20$172.93 Dec-18$172.93 Dec-19$172.93 Dec-20$172.93 6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $1.00 7. Other Terms: Interest Factor: 4.20 % Yamaha Motor Corporation,U.S.A.,Seller and their respective subsidiaries are not obligated to perform or provide any maintenance or service,under any circumstances,under the terms of the Agreement. Maintenance and service are the responsibility of the Purchaser. Failure by Purchaser to maintain or service the equipment consistent with the terms of the Agreement shall not relieve Purchaser of the responsibilities under the Agreement. Signed Counterparts: The parties agree that this Agreement may be signed in counterparts,that delivery of an executed counterpart of the signature page to this Agreement by fax,email or other electronic means shall be as effective as delivery of a manually executed counterpart,and any failure to deliver the original manually executed counterpart sent by fax,email or other electronic means shall not affect the validity, enforceability or binding effect of this Agreement. Notwithstanding any other provision of this Agreement,the sole original of this Agreement shall be the Agreement bearing the manually executed signature of the Purchaser. The Purchaser,by making any payment required under this Agreement ratifies all of the terms of this Agreement. This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated January 31,2017 All of the terms and conditions,representations and warranties of the Agreement are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule. CITY OF FORT WORTH YAMAHA MOTOR FINANCE aORPORATION, U.S.A. ]3y Signature By Signatu e Name: Name: Kim Ruiz Type or Print Type or Print Title: Title: President YAMAHA MOTOR FINANCE CORPORATION, U.S.A.("Yamaha") 6555 Katella Avenue, Cypress, CA 90630 (800)551-2994, Fax(714)761-7363 E-MAIL: Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: March 17, 2017 ADDRESS: Please Reference our Quote# 114828 PHONE: FAX: RE: ROCKWOOD GOLF COURSE (Customer)Account# The Customer has purchased and will be financing equipment from Yamaha. The Customer is required to provide Yamaha with the following insurance coverage: "All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., It's successors and assigns as LOSS PAYEE. Each policy shall provide that: (i) Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. YAMAHA MOTOR FINANCE CORPORATION, U.S. Attn: Commercial Finance Group 6555 Katella Ave Cypress, CA 90630 Your prompt attention will be appreciated. Very Truly Yours, Equipment Covered: CITY OF FORT WORTH 1 YT1A GOLF CARS (Customer) Equipment Location: By: 18§17ACKSBORO HIGHWAY (Signature of Authorized Officer) FORT WORTH,TX 76114 Title: CERTIFICATE OF ACCEPTANCE This certificate is executed pursuant to Equipment Schedule# 114828 dated January 31. 2017 to the Conditional Sale Agreement dated January 31,2017 between Yamaha Motor Finance Corporation. U.S.A. (the"Seller")and CITY OF FORT WORTH (the"Purchaser"). The Purchaser hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Purchaser on the Commencement Date shown below. EQUIPMENT SERIAL QUANTITY TYPE/MODEL NUMBER NEW/USED LOCATION 1 YT1A GOLF CARS See NEW ROCKWOOD GOLF COURSE attachment 1851 JACKSBORO HIGHWAY FORT WORTH,TX 76114 ADDITIONAL CONDITIONS/SPECIAL TERMS: Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. CITY OF FORT WORTH as Purchaser By: Name: Title: FORT WORTH ADDENDUM TO CONDITIONAL SALE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND YAMAHA MOTOR FINANCE CORPORATION,U.S.A. This ADDENDUM TO CONDITIONAL SALE AGREEMENT is entered into by and between Yamaha Motor Finance Corporation, U.S.A., ("Seller") and the City of Fort Worth ("Purchaser"), collectively the "parties", for lease of golf, utility, and beverage carts ("equipment lease")utilizing Buyboard Cooperative Contract No. 447-14. The Contract documents shall include the following: 1. The Conditional Sale Agreement 2. This Addendum to the Conditional Sale Agreement 3. Equipment Schedule #114872 QTY: 1 DESCRIPTION YDRA PTV GOLF CAR 4. Equipment Schedule#114824 QTY: 2 DESCRIPTION YT2A GOLF CARS 5. Equipment Schedule#114828 QTY: 1 DESCRIPTION YT1A GOLF CAR 8. Buyboard Cooperative Contract No.447-14 Notwithstanding any language to the contrary in the attached Conditional Sale Agreement or BuyBoard Contract No.447-14 (collectively the"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum ("Addendum") below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term: The Parties wish to provide for a contract term that extends beyond the one in effect for the BuyBoard Contract No. 447-14. Therefore, the terms of the Agreement shall continue in effect so long as the attached Equipment Schedules No. 114872, No. 114873, No. 114824, No. 114828 and No. 114825 entered into by the Parties remains in effect, unless terminated earlier by either party pursuant to Section 6 and 9 of this Addendum or the Agreement. 2. Attorneys' Fees,Penalties, and Liquidated Damages: To the extent the attached Agreement requires the Purchaser to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the Purchaser objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the Purchaser objects to such terms and any such terms are hereby deleted from this Agreement and shall have no force or effect. 4. Sovereign Immunity: Nothing herein constitutes a waiver of the Purchaser's sovereign immunity. To the extent this Agreement requires the Purchaser to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 5. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the Purchaser hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, the Purchaser shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. 6. Confidential Information: The Purchaser is a government entity under the laws of the State of Texas and all documents held or maintained by the Purchaser are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that the Purchaser maintain records in violation of the Act, the Purchaser hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, the Purchaser shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the Purchaser, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 7. Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the Purchaser, the terms in this Addendum shall control. 8. Fiscal Funding Limitation: In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the Purchaser will immediately notify Seller of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the Purchaser of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. 9. Right to Audit: Seller agrees that the Purchaser shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to this Agreement. Seller agrees that Purchaser shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The Purchaser shall give Seller reasonable advance notice of intended audits. Executed this the day of , 20_ CFW/Addendum to YAMAHA MOTOR FINANCE CORPORATION,U.S.A.,U.S.A.Conditional Sale Agreement Page 2 of 3 CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: of this contract,including ensuring all performance Na e: Susan anis and reporting requirements. Title: Assistant City Manager Date: By: APPROVAL RECOMMENDED: Name: a un �f Title: 1'Z APPROVED AS TO FORM AND LEGALITY: By: Nae: 12; c btc•r 2t� <�1� Ti I By: ATTEST: me: ohn B. S ong \ tj e: Assistant City Attorney CONTRACT AUTHORIZATION: By: &C: a e: 90ecretary er y of F Title: V: * ?70 SELLER: `IAS YAMAHA MOTOR FC'O TION,U.S.A. By: Name: Kim R6 Title: Vice President/Treasurer Date: CFW/Addendum to YAMAHA MOTOR FINANCE CORPORATION,U.S.A.,U.S.A.Conditional Sale Agreement Page 3 of 3 PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place Chicago,IL 60689-5333 INVOICE NUMBER: MAN 114828 Date Prepared:01/31/2017 CITY OF FORT WORTH 4200 SOUTH FREEWAY,SUITE#220 FORT WORTH,TX 76115 Due.0efe Qvote NoSte► � .�.� Amoun�,�. ..W'..' 114828 1 YT1A GOLF CARS for Municipal Conditional Sale Cars located at:ROCKWOOD GOLF COURSE 04/1/2017 Payment $172.93 Payment Tax $0.00 YOUR ACCOUNT BALANCE IS----------------- $172.93 71iWIE4R9111G�iQ/N�9/.Svi?:!'rt� a g=»u.nw, •as^'.�:�... . :.�n;«r,dp��R�fyq�YI1D7fI/ILi/Y/YIfiINY/iIIMIR9//�C1A/YIARWi�d4%W:'WKfiN4i�`.nny, Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Finance AT 1-800-551-2994. -------------------------------------------------------------- PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place Chicago,IL 60689-5333 INVOICE NUMBER: MAN 114828 Date Prepared: 01/31/2017 Payment for: CITY OF FORT WORTH 4200 SOUTH FREEWAY,SUITE#220 FORT WORTH,TX 76115 114828 7ber Amount Paid Date Paid Check Number AHAc"mcRUAY ,fv/�g YAMCONTRACT NO. YAMAHA MOTOR FINANCE CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 March 17, 2017 CITY OF FORT WORTH ATTN: Silva 4200 SOUTH FREEWAY, SUITE#220 FORT WORTH,TX 76115 Dear Silva: Enclosed you will find the documentation for your conditional sale purchase of 1 YDRA PTV Yamaha golf cars. The documents enclosed in the package include the following: Equipment Schedule#114872 Request for Insurance Certificate of Acceptance Invoice For First Payment Please have these documents signed by an Authorized City Official and return them to me in the enclosed prepaid overnight return envelope. The insurance form should be forwarded to your insurance company and a copy returned to us with the other documentation. If the city requires the use of Purchase Orders,please provide one with your documents. However, if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction. We appreciate your continued business and thank you for choosing us to service your financing needs. If you should have any questions,please give us a call at 800-551-2994. Sincerely, La'Trice D Rosser YAMAHA Commercial Customer Finance CONDITIONAL SALE EXHIBIT A EQUIPMENT SCHEDULE# 114872 Dated January 31.2017 1. This Schedule covers the following property("Equipment"): 1 YDRA PTV GOLF CAR 2. Location of Equipment: ROCKWOOD GOLF COURSE 1851 JACKSBORO HIGHWAY FORT WORTH,TX 76114 3. The Terms for the Equipment described herein shall commence on April 01,2017 and shall consist of 48 months from the first day of the month following said date. 4. The down payment of the Equipment shall be$ $0.00 5. Payments on the Equipment shall be due on the following schedule. Schedule of Payments: 48 MONTHLY PAYMENTS IN THE AMOUNT OF$143.37(APPLICABLE TAXES TO BE BILLED). STARTING APRIL 2017 AND ENDING MARCH 2021. DUE THE 1ST DAY OF THE MONTH AS FOLLOWS: Apr-17$143.37 ]an-18$143.37 ]an-19$143.37 ]an-20$143.37 ]an-21$143.37 May-17$143.37 Feb-18$143.37 Feb-19$143.37 Feb-20$143.37 Feb-21$143.37 Jun-17$143.37 Mar-18$143.37 Mar-19$143.37 Mar-20$143.37 Mar-21$143.37 Jul-17$143.37 Apr-18$143.37 Apr-19$143.37 Apr-20$143.37 Aug-17$143.37 May-18$143.37 May-19$143.37 May-20$143.37 Sep-17$143.37 ]un-18$143.37 ]un-19$143.37 ]un-20$143.37 Oct-17$143.37 Jul-18$143.37 Jul-19$143.37 Jul-20$143.37 Nov-17$143.37 Aug-18$143.37 Aug-19$143.37 Aug-20$143.37 Dec-17$143.37 Sep-18$143.37 Sep-19$143.37 Sep-20$143.37 Oct-18$143.37 Oct-19$143.37 Oct-20$143.37 Nov-18$143.37 Nov-19$143.37 Nov-20$143.37 Dec-18$143.37 Dec-19$143.37 Dec-20$143.37 6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $1.00 7. Other Terms: Interest Factor: 4.20 % Yamaha Motor Corporation,U.S.A.,Seller and their respective subsidiaries are not obligated to perform or provide any maintenance or service,under any circumstances,under the terms of the Agreement. Maintenance and service are the responsibility of the Purchaser. Failure by Purchaser to maintain or service the equipment consistent with the terms of the Agreement shall not relieve Purchaser of the responsibilities under the Agreement. Signed Counterparts: The parties agree that this Agreement may be signed in counterparts,that delivery of an executed counterpart of the signature page to this Agreement by fax,email or other electronic means shall be as effective as delivery of a manually executed counterpart,and any failure to deliver the original manually executed counterpart sent by fax,email or other electronic means shall not affect the validity, enforceability or binding effect of this Agreement. Notwithstanding any other provision of this Agreement,the sole original of this Agreement shall be the Agreement bearing the manually executed signature of the Purchaser. The Purchaser,by making any payment required under this Agreement ratifies all of the terms of this Agreement. This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated January 31,2017 All of the terms and conditions,representations and warranties of the Agreement are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule. CITY OF FORT WORTH YAMAHA MOTOR FINAN E CORPORATION U.S.A. By signature By Sigature Name: Name: Kim Ruiz Type or Print Type or Print Title: Title: President YAMAHA MOTOR FINANCE CORPORATION, U.S.A.("Yamaha") 6555 Katella Avenue, Cypress, CA 90630 (800) 551-2994, Fax(714)761-7363 E-MAIL: Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: March 17, 2017 ADDRESS: Please Reference our Quote# 114872 PHONE: FAX: RE: ROCKWOOD GOLF COURSE (Customer)Account# The Customer has purchased and will be financing equipment from Yamaha. The Customer is required to provide Yamaha with the following insurance coverage: "All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., It's successors and assigns as LOSS PAYEE. Each policy shall provide that: (i) Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. YAMAHA MOTOR FINANCE CORPORATION, U.S. Attn: Commercial Finance Group 6555 Katella Ave Cypress, CA 90630 Your prompt attention will be appreciated. Very Truly Yours, Equipment Covered: CITY OF FORT WORTH 1 YDRA PTV GOLF CAR (Customer) Equipment Location: By: 18517ACKSBORO HIGHWAY (Signature of Authorized Officer) FORT WORTH,TX 76114 Title: CERTIFICATE OF ACCEPTANCE This certificate is executed pursuant to Equipment Schedule# 114872 dated January 31,2017 to the Conditional Sale Agreement dated January 31,2017 between Yamaha Motor Finance Corporation, U.S.A. (the"Seller")and CITY OF FORT WORTH (the"Purchaser"). The Purchaser hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Purchaser on the Commencement Date shown below. EQUIPMENT SERIAL QUANTITY TYPE/MODEL NUMBER NEW/USED LOCATION 1 YDRA PTV GOLF CAR See NEW ROCKWOOD GOLF COURSE attachment 1851 JACKSBORO HIGHWAY FORT WORTH,TX 76114 ADDITIONAL CONDITIONS/SPECIAL TERMS: Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. CITY OF FORT WORTH as Purchaser By: Name: Title: PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place Chicago,IL 60689-5333 INVOICE NUMBER: MAN 114872 Date Prepared:0113112017 CITY OF FORT WORTH 4200 SOUTH FREEWAY,SUITE#220 FORT WORTH,TX 76115 .m rAMWAWW 1Af~� u 11'1-1- .�+eareno./.rara�o ra./�ue<.�./.raw.arw.w.aa.00�ea uw�en.rra�u x ad mrraoa�a.us�aewea.a w.a�n Due Date Quote No Descry Amount Due ///MY.SINS/r]I/,�q///i]►7�/Iy.//.�.y/fiyygp,�Gy yG�►///Ipyy//7IF///q/.y//DfI,�//1p/q/q�Dy�i7/�,/I,nY,I//f!//yg//�dI/I/I 114872 1 YDRA PN GOLF CAR for Municipal Conditional Sale Cars located at:ROCKWOOD GOLF COURSE 0411/2017 Payment $143.37 Payment Tax $0.00 YOUR ACCOUNT BALANCE/S---------------- $143.37 rAWAA %fffff I.901vn 0 41-0' maaueyv is ,m.'.nm Kh9giYYi11�' f K9V" im`Dn;SaeVYId/1�IIi�dICf/f1///[3/dR�6f/.SI//6/i1Af/IfI//69I1(/Y iW7W�J1IPHiVi'GVi a+ Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Finance AT 1-800-551-2994. -------------------------------------------------------------- PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 INVOICE NUMBER MAN 114872 Date Prepared: 0113112017 Payment for: CITY OF FORT WORTH 4200 SOUTH FREEWAY,SUITE#220 FORT WORTH,TX 76115 114872 fiber Amount Paid Date Paid Check Number FORT WORTH ADDENDUM TO CONDITIONAL SALE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND YAMAHA MOTOR FINANCE CORPORATION, U.S.A. This ADDENDUM TO CONDITIONAL SALE AGREEMENT is entered into by and between Yamaha Motor Finance Corporation, U.S.A., ("Seller") and the City of Fort Worth ("Purchaser"), collectively the "parties", for lease of golf, utility, and beverage carts ("equipment lease")utilizing Buyboard Cooperative Contract No. 447-14. The Contract documents shall include the following: 1. The Conditional Sale Agreement 2. This Addendum to the Conditional Sale Agreement 3. Equipment Schedule#114872 QTY: 1 DESCRIPTION YDRA PTV GOLF CAR 4. Equipment Schedule#114824 QTY: 2 DESCRIPTION YT2A GOLF CARS 5. Equipment Schedule#114828 QTY: 1 DESCRIPTION YT1A GOLF CAR 8. Buyhoard Cooperative Contract No. 447-14 Notwithstanding any language to the contrary in the attached Conditional Sale Agreement or BuyBoard Contract No.447-14 (collectively the"Agreement"),the Parties hereby stipulate by evidence of execution of this Addendum ("Addendum") below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term: The Parties wish to provide for a contract term that extends beyond the one in effect for the BuyBoard Contract No. 447-14. Therefore, the terms of the Agreement shall continue in effect so long as the attached Equipment Schedules No. 114872, No. 114873, No. 114824, No. 114828 and No. 114825 entered into by the Parties remains in effect,unless terminated earlier by either party pursuant to Section 6 and 9 of this Addendum or the Agreement. 2. Attorneys' Fees, Penalties,and Liquidated Damages: To the extent the attached Agreement requires the Purchaser to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the Purchaser objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the Purchaser objects to such terms and any such terms are hereby deleted from this Agreement and shall have no force or effect. 4. Sovereign Immunity: Nothing herein constitutes a waiver of the Purchaser's sovereign immunity. To the extent this Agreement requires the Purchaser to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 5. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the Purchaser hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, the Purchaser shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. 6. Confidential Information: The Purchaser is a government entity under the laws of the State of Texas and all documents held or maintained by the Purchaser are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that the Purchaser maintain records in violation of the Act, the Purchaser hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, the Purchaser shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the Purchaser, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 7.Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the Purchaser, the terms in this Addendum shall control. 8. Fiscal Funding Limitation: In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the Purchaser will immediately notify Seller of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the Purchaser of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. 9. Right to Audit: Seller agrees that the Purchaser shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to this Agreement. Seller agrees that Purchaser shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The Purchaser shall give Seller reasonable advance notice of intended audits. Executed this the day of , 20_ CFW/Addendum to YAMAHA MOTOR FINANCE CORPORATION,U.S.A.,U.S.A.Conditional Sale Agreement Page 2 of 3 CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: of this contract,including ensuring all performance v� e:-Na Susan A anis and reporting requirements. / Title: Assistant City Manager Date: By: APPROVAL RECOMMENDED: Name: N nc�n�n Title: APPROVED AS TO FORM AND LEGALITY: By: Titl : 2A IZD By: ATTEST: me: John B.Xrong Title: Assisfant City Attorney CONTRACT AUTHORIZATION: By: Kt &C: ame: a �•:Title: Cite SELLER: YAMAHA MOTOR FINANCE C _ O IQN,U.S.A. By: Name: Kim R Title: Vice President/Treasurer Date: CFW/Addendum to YAMAHA MOTOR FINANCE CORPORATION,U.S.A.,U.S.A.Conditional Sale Agreement Page 3 of 3