HomeMy WebLinkAboutContract 31992 CITY SECRETARY
CONTRA CT No. Aeffial —
CONDITIONAL
SALE AGREEMENT
CONDITIONAL SALE AGREEMENT dated as of MARCH 11 , 2005 by and between Yamaha Motor
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 PURCHASING DEPARTMENT
(hereinafter call "Purchaser") having its principal office and place of business at
1000 THROCKMORTON FORT WORTH,TX 76102
1. PROPERTY SOLD. In consideration of the In addition, Equipment is warranted only in accordance with
agreement to purchase by Purchaser and the covenants and the manufacturer's warranty, Wh!Gh may be aFF18FIded of
agreements hereinafter set forth, Seller hereby sells to mevified frem time to time GRIy bySeller. OTHER THAN' THE
purchaser all of the tangible personal property listed on the WARRANTY AS REQUIREDRwAND EXCEPT AS
Equipment Schedule executed pursuant to this Agreement EXPRESSLY PROVIDED ABOVE, SELLER DISCLAIMSAN'
(with
(with respect to any Equipment Schedule), hereinafter called QTHER %NARRftNTY, EXPRESSED OR IMPLIED,
the"Equipment". INCLUDING BUT NOT BY WAY OF LIMITATION,, THE
1.NAIRRAAITICC OF MERCHANTABILITY AND FITNESS FOR
2. TERM. The term of this Agreement shall commence A PARTIGULAR PURPOSE. SELLER DISCLAIMS AAN
on the date set forth above and shall continue in effect 1-1.4._B 1-1 .1 T; FOR INCIDENTAL SPECIAL OR
thereafter so long as the Equipment Schedule entered into CONSEQUENTIAL DAMAGES OR GnWMFZRQ41 LOSSES
pursuant to this Agreement remains in effect. sI IGFGpGn BY G STOMFEIR no nnly TUIon oApTv No
3. PAYMENT. Purchaser shall pay to Seller, for the defect, unfitness, loss, damage or other condition of the
equipment during each month of the Term of the Equipment Equipment shall relieve Purchaser of the obligation to pay any
Schedule, the monthly payment set forth in the Equipment installment under this Agreement.
Schedule plus any taxes, fees, etc. associated with proper 5. TITLE AND ASSIGNMENT.
filings and ownership by Purchaser together with any down
payment which shall be referred to any such Equipment 5.1 Title. At the time of execution, title to the subject
Schedule. Whenever any payment is not made when due Equipment listed in the Equipment Schedule shall pass to
hereunder, Purchaser shall pay interest on such amount at the Purchaser. Seller shall retain a lien on the Equipment listed in
maximum allowable rate of interest permitted by the law of the the Equipment Schedule until such time as all payments to be
state where the equipment is located (the"overdue rate"). made under the Equipment Schedule are conveyed to Seller.
Such Equipment shall be held by Purchaser as security for the
4. DELIVERY AND ACCEPTANCE; WARRANTY AND debt to Seller until all amounts due Seller by Purchaser are
DISCLAIMER OF WARRANTIES. paid in full. Seller is hereby authorized by Purchaser, at
4.1 Delivery and Acceptance of the Equipment. Seller's Expense, to cause this Equipment Schedule or any
Purchaser shall select and take delivery of all Equipment statement or other instrument in respect of the Equipment
financed hereunder directly from Yamaha, a Yamaha Schedule as may be required by law showing the interest of
Authorized Dealer, or authorized agent (the "Dealer"). All Purchaser or any of its assignees in the Equipment to be filed
and Purchaser hereby authorizes Seller or its agent or assigns
Seller shall not be liable for any loss or damage resulting from to sign and execute on its behalf any and all necessary UCC-1
the delay or failure to have any Equipment available for forms for such purpose.
delivery. Purchaser shall inspect the Equipment to determine 5.2 Location, Inspection. Purchaser shall not move the
that the Equipment is as represented and has been equipped Equipment from the location specified on the Equipment
or prepared in accordance with any prior instructions given in Schedule without the prior written consent of Seller, which
writing by Purchaser. Purchaser shall accept the Equipment if consent shall not be unreasonably withheld.
it meets the criteria set forth in the preceding sentence and
shall execute and deliver a Certificate of Acceptance with 5.3 Assignment by Seller.
respect to each shipment of Equipment. For all purposes of (a) Purchaser shall not sell, transfer, assign, or pledge
this Agreement, the Equipment will be considered accepted (except for short-term rentals to patrons in the ordinary course
upon execution of the Certificate of Acceptance. Purchaser of business) the Equipment without the prior written consent of
authorizes Seller to insert in the Equipment Schedule the Seller.
serial number and other identifying data of the Equipment.
4.2 Warranty and Disclaimer of Warranties. Seller (b) Seller may not assign its rights hereunder,whele er-fe
warrants to Purchaser that, so long as Purchaser shall not be without Purchaser's consent.
If PUrGhaSGF is given R9tiG8
in default of any of the provisions of the applicable Equipment ef any assigRFFIeRt by Seller, PurGhaseF agrees to pay d'FOGtly
Schedule, neither Seller nor any assignee of Seller will disturbmater) m +.e, re h Seller shall +
under if se dire
Purchaser's quiet and peaceful possession of the Equipment. (GARy—assignent er
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6. TAXES AND FEES.
6.1 Taxes and Fees. Purchaser shall pay all property ,
taxes and sales and use tax due on the equipment. Purchaser
agrees to indemnify and hold harmless the Seller from and
against all taxes, fees or other charges of any nature
whatsoever (together with any related interest or penalties
thereon) now or hereinafter imposed or assessed during the
term of each Equipment Schedule by any governmental
authority upon or with respect to the Equipment or upon the
ordering, purchase, sale, ownership, delivery, leasing, 11. RISK OF LOSS. Seller and Purchaser agree
possession, use, operation, return or other disposition thereof Purchaser shall bear the entire risk of loss,theft, destruction or
or upon the receipts or earnings arising therefrom or upon or damage to the equipment from any cause whatsoever and
with respect to any Equipment Schedule (excepting only shall not be relieved of the obligation to pay the total of the
Federal, state and local taxes based on or measured by the monthly payments or any other obligation hereunder because
net income of Seller). of any such occurrence. Purchaser further agrees to insure
Equipment for full value and to cause Buyers insurance carrier
7. CARE, USE AND MAINTENANCE; ALTERATIONS to provide Seller with loss payee certificate of insurance.
AND ATTACHMENTS.
12. DEFAULT. The occurrence of any one or more
7.1 Care, Use and Maintenance. of the following events (herein called "Events of Default") shall
Purchaser shall, at its sole expense, at all times constitute a default under the Equipment Schedule:
during the term of the Equipment Schedule, keep the
Equipment clean, serviced and maintained in good operating (a) Default by Purchaser the payment of any installment
order, repair, condition and appearance in accordance with or other charge payable by Purchaser under the Equipment
Seller's manuals and other instructions received from Seller. Schedule as and when the same becomes due and payable;
or
7.2 Alterations and Attachments. Purchaser
may, with Seller's prior written consent, make such cosmetic (b) Default by Purchaser in the performance of any other
modifications to the Equipment as Purchaser may deem material term, covenant or condition of the Equipment
desirable in the conduct of its business; provided, however, Schedule or the inaccuracy in any material respect of any
that such alterations shall not diminish the value or utility of the representation or warranty made by the Purchaser in the
Equipment, or cause the loss of any warranty thereon or any Equipment Schedule, this Agreement, or in any document or
certification necessary for the maintenance thereof, and certificate furnished to the Seller in connection therewith,
provided, further, that such modification shall be removable which default or inaccuracy shall continue for a period of 10
without causing damage to the Equipment. days after notice.
8. REPRESENTATIONS AND WARRANTIES OF 13. REMEDIES. Upon the occurrence of any one or
PURCHASER. Purchaser hereby represents that with more Events of Default, Seller, at its option: 1) may proceed
respect to the Agreement and Equipment Schedule: by appropriate court action or actions either at law or in equity
to enforce performance by Purchaser of the applicable
(a) The execution, delivery and performance thereof by covenants and terms of the applicable Equipment Schedule,or
the Purchaser have been duly authorized by all necessary to recover from Purchaser any and all damages or expenses,
corporate action. including reasonable attorney's fees, which Seller shall have
sustained by reason of Purchaser's default in any covenant or
(b) The individual executing such was duly authorized to covenants of the applicable Equipment Schedule or on
do so. account of Seller's enforcement of its remedies thereunder; or
2) retake immediate possession of the Equipment, dispose of
(c) The Agreement and the Equipment Schedule such Equipment in accordance with the provisions of the
constitute legal, valid and binding agreements of the Uniform Commercial Code as enacted in Texas, and collect for
Purchaser enforceable in accordance with their respective any deficiency as a result of the disposal of the Equipment by
terms. Seller together with all reasonable attorneys fees and costs
incurred by Seller during the disposal of such merchandise.
(d) The Equipment is personal property and when
subjected to use by the Purchaser will not be or become 14. MISCELLANEOUS.
fixtures under applicable law.
14.1 No Waiver. No omission or delay by Seller at
9. DELIVERY OF EQUIPMENT. The purchase any time to enforce any right or remedy reserved to it, or to
price includes Free On Board delivery. require performance of any of the terms, covenants or
provisions hereof by Purchaser at any time designated, shall
19. INDEMNITv.Pyr h r sh �� a os hor�ti„ be a waiver of any such right or remedy to which Seller is
entitled, nor shall it in any way affect the right of Seller to
enforce such provisions thereafter.
� p J•.a
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14.2 Binding Nature. The Equipment Schedule shall Purchaser's name and all inspections of such items of
be binding upon, and shall inure to the benefit of Seller, Equipment which may be required by any governmental
Purchaser and their respective successors, legal authority unless such fees and taxes shall be included in the
representatives and assigns. payment as shown on the Equipment Schedule applicable to
any such items of Equipment.
14.3 Notices. Any notice, request or other communication
to either party by the other as provided for herein shall be 14.7 Involuntary transfer Constitutes Default.
given in writing and only shall be deemed received upon the Purchaser shall not create, incur, assume or suffer to exist any
earlier of receipt or three days after mailing if mailed postage mortgage, lien, pledge or other encumbrance or attachment of
prepaid by regular or airmail to Seller or Purchaser, as the any kind whatsoever upon, affecting, or with respect to the
case may be, at the address for such party set forth in this Equipment or of Seller's interest thereunder.
Agreement or at such changed address as may be
subsequently submitted by written notice of either party. 14.8 Statute of Limitations. Any action by
Purchaser against Seller for any default by Seller under this
14.4 Severability. In the event any one or more of the Agreement, including breach of warranty or indemnity, shall be
provisions of this Agreement and/or the Equipment Schedule commenced wwthiR eRG yeaf after any such cause of action
shall for any reason be prohibited or unenforceable in any accrues. Texas law shall govern.
jurisdiction, any such provision shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability 14.9 Entire Agreement. Seller and Purchaser
without invalidating the remaining provisions hereof, any such acknowledge that this Agreement, the Equipment Schedule to
prohibition or unenforceability in any jurisdiction shall not this Agreement and the Bid Documents for the Conditional
invalidate or render unenforceable such provision in any other Sale (herinafter the "Bid Documents") alternative contain the
jurisdiction. existing agreement between the parties. In the event of a
conflict between the provisions of this Agreement and the Bid
14.5 Counterparts. This Agreement and the Equipment Documents the provisions of the Agreement shall prevail. In
Schedule may be executed in any number of counterparts, no event shall this Agreement, the Equipment Schedule to this
each of which shall be deemed an original, but all such Agreement or the Bid Documents be altered, modified or
counterparts together shall constitute but one and the same terminated except ba a writing signed by all parties to this
instrument. Agreement.
14.6 Registration and License. Purchaser shall
perform and pay for the titling, registration and licensing (if
required by applicable law) of any items or Equipment in the
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 CORPORATION .A.
By: � f�
Na e' Libby Watso. Name: Russell D. Jura
Title: Assistant City Manager Title: Senior Vice President
APPROVED AS;
M: Attested By:
Name: Amy J. Ramsey
Title: Assistant City Attorney marty lend
If Purchaser is a Corporation, the Secretary of the Corporation is to execute the following: City Secretary
The Officer signing above is duly authorized, on behalf of the Company,to negotiate, execute and deliver the Conditional Sale
Agreement dated as of MARCH 11 1 2005 , and the Schedule(s)thereunder and all future
Schedule(s) (the"Agreements") by and between the Company and [Yamaha Motor 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
SEAL Contract Authorization
ac.n
Date Page 4 of 4 u� J'a�'fi �b��
CONDITIONAL SALE EXHIBIT A
EQUIPMENT SCHEDULE# 82861
Dated Friday,March 11,2005
1. This Schedule covers the following property("Equipment"):
348 G22EA&12 G23EA GOLF CARS
2. Location of Equipment:
VARIOUS LOCATION
VARIOUS LOCATIONS
FORT WORTH,TX 90630
3. The Terms for the Equipment described herein shall commence on Friday,April 01,2005 and shall
consist of 36 months from the first day of the month following said date.
4. The down payment of the Equipment shall be$ 0
5. Payments on the Equipment shall be due on the following schedule.
Schedule of Payments:
36 MONTHLY PAYMENTS IN THE AMOUNT OF$18,788.40(APPLICABLE TAXES TO BE
BILLED).STARTING APRIL 2005 THEN CONTINOUS THEREAFTER DUE ON
THE IST OF THE MONTH,ENDING MARCH 2008.
Apr-05$18,788.40 Jan-06$18,788.40 Jan-07$18,788.40 Jan-08$18,788.40
May-05$18,788.40 Feb-06$18,788.40 Feb-07$18,788.40 Feb-08$18,788.40
Jun-05$18,788.40 Mar-06$18,788.40 Mar-07$18,788.40 Mar-08$18,788.40
Jul-05$18,788.40 Apr-06$18,788.40 Apr-07$18,788.40
Aug-05$18,788.40 May-06$18,788.40 May-07$18,788.40
Sep-05$18,788.40 Jun-06$18,788.40 Jun-07$18,788.40
Oct-05$18,788.40 Jul-06$18,788.40 Jul-07$18,788.40
Nov-05$18,788.40 Aug-06$18,788.40 Aug-07$18,788.40
Dec-05$18,788.40 Sep-06$18,788.40 Sep-07$18,788.40
Oct-06$18,788.40 Oct-07$18,788.40
Nov-06$18,788.40 Nov-07$18,788.40
Dec-06$18,788.40 Dec-07$18,788.40
Please designate which of the following items are included in the monthly payment.Check any applicable
items by marking the box. Items not marked will be considered not included.
Service: ❑ Yes No ❑ Storage: ❑ Yes No ❑ Property Taxes: ❑ Yes No ❑ Insurance: ❑ Yes No
Other: ❑ Yes* No ❑ *If yes,please provide further details
6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $531,000.00
7. Other Terms:
Neither Lessee Nor Lessor Shall Transfer,Assign Or Sublease(Except For Rentals To Players As Contemplated Hereunder
In The Ordinary Course Of Business),Or Create,Incur,Assume,Or Permit To Exist Any Security Interest,Lien,
Or Other Encumbrance On,The Equipment,This Lease,Or Any Interest Of Lessee Therein,
This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated Friday,March 11,2005
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,"'
IT RT WORTH YAMAHA MOTOR CORPORATION-)U.S.A.
By By
Si a e Signature
Name: f✓-fv Name: Russ Jura
T e or Print -1 p Type or Print
Title:—a-r 2 Title: Senior Vice President
6- YAMAHA
City of Fort Worth Initialed By: �
AMORTIZATION SCHEDULE FOR MUNICIPALITY
LESSEE: City of Fort Worth
EQUIPMENT SCHEDULE # 82861
Yield: 4.000%
Due Principal
Mon # Date Payment Interest Adjustment Balance
Total Financed ........... 1,109.547.51
1 04/01/05 18,788.40 3,556.87 15,231.53 1.094,315.98
2 05/01/05 18,788.40 3,508.04 15.280.36 1.079,035.62
3 06/01/05 18.788.40 3,459.06 15,329.34 1.063.706.28
4 07/01/05 18,788.40 3,409.92 15,378.48 1.048,327.79
5 08/01/05 18.788.40 3,360.62 15,427.78 1.032.900.01
6 09/01/05 18.788.40 3.311.16 15.477.24 1.017.422.77
7 10/01/05 18,788.40 3.261.55 15,526.85 1,001,895.92
8 11101/05 18.788.40 3.211.77 15,576.63 986,319.29
9 12/01/05 18,788.40 3,161.84 15.626.56 970,692.72
10 01/01/06 18,788.40 3,111.74 15,676.66 955,016.07
11 02/01/06 18,788.40 3,061.49 15.726.91 939,289.15
12 03/01/06 18,788.40 3.011.07 15.777.33 923,511.83
13 04/01/06 18,788.40 2.960.50 15.827.90 907.683.92
14 05/01/06 18,788.40 2,909.76 15.878.64 891.805.28
15 06/01/06 18,788.40 2,858.85 15.929.55 875.875.73
16 07/01/06 18.788.40 2,807.79 15,980.61 859,895.12
17 08/01/06 18.788.40 2.756.56 16,031.84 843,863.28
18 09/01/06 18,788.40 2,705.17 16.083.23 827.780.05
19 10/01/06 18,788.40 2.653.61 16.134.79 811.645.26
20 11/01/06 18.788.40 2,601.89 16.186.51 795.458.74
21 12/01/06 18.788.40 2.550.00 16,238.40 779.220.34
22 01/01/07 18.788.40 2.497.94 16,290.46 762,929.88
23 02/01/07 18,788.40 2.445.72 16,342.68 746,587.20
24 03/01/07 18.788.40 2.393.33 16,395.07 730,192.13
25 04/01/07 18.788.40 2,340.77 16,447.63 713.744.50
26 05/01/07 18.788.40 2.288.05 16,500.35 697.244.15
27 06/01/07 18.788.40 2.235.15 16,553.25 680.690.90
28 07/01/07 18,788.40 2.182.09 16.606.31 664.084.58
29 08/01/07 18,788.40 2.128.85 16.659.55 647.425.03
30 09/01/07 18,788.40 2.075.45 16.712.95 630.712.08
31 10/01/07 18,788.40 2,021.87 16,766,53 613.945.55
32 11/01/07 18.788.40 1.968.12 16,820.28 597.125.27
33 12/01/07 18,788.40 1.914.20 16.874.20 580.251.07
34 01/01/08 18,788.40 1,860.11 16,928.29 563.322.78
35 02/01/08 18.788.40 1,805.84 16,982.56 546,340.22
36 03/01/08 18,788.40 1,751.40 17,037.00 529,303.22
Totals: 676,382.40 96,138.11 580,244.29
,n
YAMAHA MOTOR CORPORATION, U.S.A.
COMMERCIAL CUSTOMER FINANCE
6555 Katella Avenue, Cypress, CA 90630
(800) 551-2994, Fax (714) 761-7363
E-MAIL: laurie—sanmiguel@yamaha-motor.com
NAME OF INSU NCE AGENT: March 11, 2005
ADDRESS: `77 .tea/ S* ,�
T �T
Please Reference our Quote# 82861
7610.2
PHONE:0 7 "l
FAX:
1 r
RE: VARIOUS LOCATION (Customer) Account#
Gentlemen:
The Customer has purchased and will be financing equipment from Yamaha.
The Customer is required to provide Yamaha with the following insurance coverage:
"Ail 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 named 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 Corporation, U.S.A.
Attn: Commercial Customer Finance
6555 Katella Ave
Cypress, CA 90630
Your Prompt attention will be appreciated. Very Truly Yours,
Equipment Covered: CITY OF FORT WORTH
348 G22EA& 12 G23EA GOLF CARS (Nam;of ebtor)
By:
Equipment Location: (Signature of Authorized Officer)
VARIOUS LOCATIONS
FORT WORTH TX 90630 Title: /i!C
03/29/2C�45 16:04 FAX 7147617363 YAMAHA 0 002
ASSIGNMENT OF CONTRA('T
WHEREAS, the City of Fort Worth ("City") issued Invitation to Bid 04-0279 for
the thirty-six (36) month lease of golf carts and utility carts.
WHEREAS, Yamaha Golf Car Company submitted the lowest responsible bid
and March 8, 2005, the City Council approved M&C P-10103, authorizing a Purchase
Agreement with Yamaha Golf Car Company for a 36-month golf and utility car lease
including a sell back option.
WHEREAS, the City has prepared Purchase Order Number TYPA-05-00027413
to complete the above referenced golf and utility cart acquisition.
WHEREAS, the above referenced Invitation to Bid, Bid, Mayor and Council
Communication, and Purchase Order constitute the "Master Contract" between the City
and Yamaha Golf Car Company.
WHEREAS, Yamaha Golf Car Company wishes to assign its rights, interests, and
obligations under the Master Contract to Yamaha Motor Corporation, U.S.A.
NOW, THEREFORE, Yamaha Golf Car Company, and Yamaha Motor
Corporation, U.S.A. acknowledge and agree as follows:
1, ASSIGNMENT: Assignor hereby assigns to Assignee all of the interests, rights, title
and obligations held by Assignor in and to the Master Contract.
2. ASSUMPTION OF OBLIGATIONS: Assignee acknowledges the receipt of a copy
of the Master Contract. Assignee hereby assumes all of Assignor's interests, rights,
duties and obligations in the Master Contract. Assignee agrees to comply with all the
terms, make all payments, and perform all conditions and eovemants in the Master
Contract as if Assignee were an original party therein.
3. INDEMNIFICATION: Assignee will indemnify,protect and hold Assignor
harmless from and against any and all loss, cost, or damage in any way related to
Assignee's breach or default of the obligations or covenants in the Master Contract or this
Assignment.
4, ASSIGNOR'S REPRESENTATIONS: Assignor warrants that the Master Contract
is in;full force and effect and fully assignable or may be assigned with the written consent
of the City(such consent to be obtained by Assignor before executing this Assignment).
Assignor farther warrants that the contract rights transferred in this Assignment are free
of lien, encumbrance or adverse chdrn.
�r
03/29/2005 16:05 FAX 7147617963 YAMAHA [a 003
5, ASSIGNEE'S REPRESENTATIONS: Assignee agrees and warrants that it will
comply with all ten, $ and conditions of the Master Contract aiid that any subsequent
agreements entered into between the City and Assignee will be controlled by and be
subordinate to the Master Contract.
6. BINDING EFFECT: The covenants and conditions contained in the Assignment shall
apply to and bind the Parties and their heirs, legal representatives, successors and
permitted assigns.
7. GOVERNING LAW: This Assignment shall be governed by and construed in
accordance with the laws of the State of Texas.
8. NOTICE, Any notice required or otherwise given pursuant'to this Assignment shall be
in writing and mailed certified return receipt requested,postage prepaid, or delivered by
overnight delivery service to:
Assignor: Assignee:
Yamaha Golf Car Company Yamaha Motor C'brporation, U.S.A.
PO Box 33228 6555 Katella Avenue
Fort Worth, Texas 76162 Cypress, Califonda 90630
Other Party_ Copy to:
City of Fort Worth Samuel Maraff.
Purchasing Parks and Community Services Department
1000 Throcicmorton Street 4200 South Freeway
Fort Worth, Texas 76102 Fort Worth, Texas 76115
Either party may change such addresses front time to time by 1iroviding notice as set forth
above.
9. WAIVER: The failure of either party to enforce any provisions of this Assignment
shall not be deemed a waiver or limitation of that party's right to subsequently enforce
and compel strict compliance with every provision of this Assignment or the Master
Cont=act.
10. ADDITIONAL TERMS & CONDITIONS: All parties acknowledge that City's
consent to assignment is given in reliance upon paragraph 5 of this Assignment, wherein
Assignee agrees and warrants that it will comply with all terms and conditions of the
Master Contract and that any subsequent agreements entered into between the City and
Assignee will be controlled by and be subordinate to the Master Contract. A, signed
facsimile of this Assignment shall constitute an original for,execution purposes
Assignment of Contract ;2
i
03/29/2005 16:05 FAX 7147617363 YAMAHA 0 004
FF
IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed the
day and year first above written.
ASSIGNOR:
Yamaha Golf Cart Company
BY:
Regional Sales Manager
Title
ASSIGNEE:
Yamaha Motor Corporation, U.S.A.
BY:
Senior Vice President
Title
OTHER PARTY CON'SEN'T
The undersigned duly authorized representative of the Other Party in the Master Contract,
the City of Fort Worth, hereby consents to the foregoing Assignment.
CITY OF ,ORT WORTH: C O
Contract_ huthorizatiox
By:
ibby Wa on ®) - —
Assistant City Manager Date _
Date: 3-3o- o5
Attested By:
Amy J amsey
Ztl:irty Hendrix Assistant City Attorney
City Secretary
Assignment of Contract 3
Attachment "A"
Serial Numbers For: CITY OF FORT WORTH
Lease# M05042861
JU2-209832 JU2-209833 JU2-209834 JU2-209835 JU2-209836
JU2-209837 JU2-209838 JU2-209839 JU2-209840 JU2-209841
JU2-209842 JU2-209843 JU2-209844 JU2-209845 JU2-209847
JU2-209848 JU2-209850 JU2-209852 JU2-209853 JU2-209855
JU2-209856 JU2-209857 JU2-209858 JU2-209859 JU2-209860
JU2-210101 JU2-210105 JU2-210106 JU2-210107 JU2-210108
JU2-210109 JU2-210111 JU2-210112 JU2-210113 JU2-210115
JU2-210116 JU2-210117 JU2-210118 JU2-210120 JU2-210122
JU2-210125 JU2-210126 JU2-210127 JU2-210128 JU2-210130
JU2-210131 JU2-210133 JU2-210135 JU2-210136 JU2-210167
JU2-210168 JU2-210175 JU2-210195 JU2-210207 JU2-210216
JU2-210221 JU2-210232 JU2-210233 JU2-210234 JU2-210235
JU2-210236 JU2-210237 JU2-210238 JU2-210239 JU2-210240
JU2-210241 JU2-210242 JU2-210243 JU2-210244 JU2-210245
JU2-210249 JU2-210250 JU2-210251 JU2-210252 JU2-210254
JU2-210256 JU2-210258 JU2-210261 JU2-210262 JU2-210263
JU2-210264 JU2-210265 JU2-210267
12 G23EA GOLF CARS
JU6-000118 JU6-000166 JU6-000201 JU6-000233 JU6-000240
JU6-000243 JU6-000257 JU6-000273 JU6-000277 JU6-000288
JU6-000320 JU6-000321
4191 jji I l�yto
CONDITIONAL SALE EXHIBIT A
EQUIPMENT SCHEDULE# 82861
Dated Friday,March 11,2005
1. This Schedule covers the following property('Equipment"):
348 G22EA& 12 G23EA GOLF CARSg
2. Location of Equipment: —
VARIOUS LOCATION
VARIOUS LOCATIONS
FORT WORTH,TX 90630
3. The Terms for the Equipment described herein shall commence on Friday,April 01,2005 and shall
consist of 36 months from the first day of the month following said date.
4. The down payment of the Equipment shall be$ 0
5. Payments on the Equipment shall be due on the following schedule.
Schedule of Payments:
36 MONTHLY PAYMENTS IN THE AMOUNT OF$18,788.40(APPLICABLE TAXES TO BE
BILLED).STARTING APRIL 2005 THEN CONTINOUS THEREAFTER DUE ON
THE 1ST OF THE MONTH,ENDING MARCH 2008.
Apr-05$18,788.40 Jan-06$18,788.40 Jan-07$18,788.40 Jan-08$18,788.40
May-05$18,788.40 Feb-06$18,788.40 Feb-07$18,788.40 Feb-08$18,788.40
Jun-05$18,788.40 Mar-06$18,788.40 Mar-07$18,788.40 Mar-08$18,788.40
Jul-05$18,788.40 Apr-06$18,788.40 Apr-07$18,788.40
Aug-05$18,788.40 May-06$18,788.40 May-07$18,788.40
Sep-05$18,788.40 Jun-06$18,788.40 Jun-07$18,788.40
Oct-05$18,788.40 Jul-06$18,788.40 Jul-07$18,788.40
Nov-05$18,788.40 Aug-06$18,788.40 Aug-07$18,788.40
Dec-05$18,788.40 Sep-06$18,788.40 Sep-07$18,788.40
Oct-06$18,788.40 Oct-07$18,788.40
Nov-06$18,788.40 Nov-07$18,788.40
Dec-06$18,788.40 Dec-07$18,788.40
Please designate which of the following items are included in the monthly payment.Check any applicable
items by marking the box. Items not marked will be considered not included.
Service: ❑ Yes No ❑ Storage: ❑ Yes No ❑ Property Taxes: ❑ Yes No ❑ Insurance: ❑ Yes No
Other: ❑ Yes* No ❑ *If yes,please provide further details
6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $531,000.00
7. Other Terms:
Neither Lessee Nor Lessor Shall Transfer,Assign Or Sublease(Except For Rentals To Players As Contemplated Hereunder
In The Ordinary Course Of Business),Or Create,Incur,Assume,Or Permit To Exist Any Security Interest,Lien,
Or Other Encumbrance On,The Equipment,This Lease,Or Any Interest Of Lessee Therein.
This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated Friday,March 11,2005
All of the terms and conditions,representations and warranties of the Agreement are hereby incorporated herein and made a part
hereof as if expressly set forth in this Equipment Schedule.
CITYth -were FORT WORT YAMAHA MOTOR CORPORATION U.S.A.
By By
Siinature Signatur
Name: Name: Russ Jura
Type or Pint Type or Print
Title: S 5� �--. Title: Senior Vice President
l�
Initial
�0 042861
OYAMAHA
Commercial Customer Finance
CONDITIONAL SALE DOCUMENTATI � .Jl'. ��uu°r
Page 1 of 4
a
r
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/8/2005
DATE: Tuesday, March 08, 2005
LOG NAME: 13PO4-0279 REFERENCE NO.: **P-10103
SUBJECT:
Authorize Purchase Agreement for a Thirty-Six Month Golf and Utility Car Lease Including a Sell
Back Option with Yamaha Golf Car Company and Authorize an Extension to the Current Agreement
with EZ Go Textron for the Parks and Community Services Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a purchase agreement for a 36 month golf and utility car lease including a sell back option
with Yamaha Golf Car Company for the Parks and Community Services Department to the low bid vendor
based upon the following unit prices. Payment is due 30 days from date the invoice is received;
Quantity & Description Monthly Total 36 Month Total
348 ea. lease of golf cars per month at $18,162.12 $653,836.32
12 ea. lease of utility cars per month at $626.28 $22,546.08
Labor during regular hours at $50.00
Labor during overtime hours at $50.00
1 time minimum trip charge for repairs at No Charge
Parts at manufacturer's list price less discount of 25% discount
2. Authorize an extension to the current agreement with EZ Go Textron for the delivery of the new cars
and return of the old cars that will not exceed two months and $50,000.00; and
3. Authorize this agreement to begin March 8, 2005 and expire on March 7, 2006, with options to renew
for two additional one-year periods.
DISCUSSION:
The Parks and Community Services Department will use this agreement to obtain the lease of golf and
utility cars that will be rented to patrons of the City's golf courses resulting in revenue to the Golf Enterprise
Fund. During the previous year, revenue of $1,284,051.00 was generated and placed into the Golf
Enterprise Fund. The department can use this agreement to obtain repairs, maintenance and parts not
covered under the standard manufacturer's warranty.
Yamaha Golf Car Company is the low bid vendor for lease of golf and utility cars by quoting a low bid of
$759,572.52 and is offering an alternate bid of $676,382.40 that is based on a conditional sell back of the
leased cars to Yamaha, allowing the City to obtain the "best value" with a savings of $83,190.12 over the
36 month lease. The sell back option is based on Yamaha making the final purchase payment of$531,000
at the end of the 36 month lease to obtain ownership of the cars provided the City returns the cars as
originally equipped, maintained and repaired with no additional damage beyond normal wear and tear.
Logname: 13PO4-0279 Page 1 of 2
The extension of the current expiring agreement is recommended to allow sufficient time, if needed, for the
department to return all current lease cars to EZ Go Textron and take delivery of the new cars from
Yamaha Golf Cars Company to maintain a sufficient rental Inventory.
BID ADVERTISEMENT — This bid was advertised on November 24 and December 1, 2004; in the
Commercial Recorder. The Purchasing Division solicited 18 vendors from the City's electronic vendor list
for each bid. Four vendors responded, one of which was a no bid.
BID TABULATION —
Quantity & Description Yamaha Golf Car Yamaha Golf Car EZ Go Textron Metro Golf Car
Alternate Bid
348 ea. Lease of Golf Cars monthly total $18,162.12 $20,396.00 $20,706.00 No Bid
12 ea. Lease of Utility Cars monthly total $626.28 $703.32 $714.00 $1,750.92
Total Per Month $18,788.40 $21,099.32 $21,420.00 Partial Bid
Total For 36 Months $676,382.40 $759,575.52 $771,120.00 Partial Bid
Labor for repair, regular hours $50.00 $50.00 $49.50 $50.00
Labor for repair, overtime hours $50.00 $50.00 $49.50 $75.00
Parts at Manufacturer's List price less 25% discount 25% discount 25% discount 0% discount
One time trip charge at No Charge No Charge No Charge $25.00
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods is from sources where
subcontracting or supplier opportunities are negligible.
RENEWAL OPTIONS — This agreement may be renewed for up to two successive one-year terms at the
City's option. This action does not require specific City Council approval, provided the City Council has
appropriated sufficient funds to satisfy the City's obligation during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budgets, as appropriated, of
the Golf Enterprise Fund.
BQN\04-0279\KDK
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bv: Richard Zavala (Acting) (6222)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Kevin Karle (8356)
Logname: 13PO4-0279 Page 2 of 2