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Contract 47211 (2)
Jo- yM,c 1 NO�cm\c3 ORTWORTH 1/44 CFi crI� ads 1; �� _tT? %ivcrYil CONTRACT "0 ADDENDUM TO CONDITIONAL SALE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND YAMAHA MOTOR CORPORATION, U.S.A. This CONDITIONAL SALE AGREEMENT is entered into by and between Yamaha Motor 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 #112599 3. Equipment Schedule #112601 4. Equipment Schedule #112600 5. 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. 112599, No. 112601 and No. 112600 entered into ,y the Parties remains in effect, unless terminated earlier by either party pursuant to Section 6 and 9 of this Addendum or the Agreement. 6 2. Indemnity: To the extent the attached Agreement requires the Purchaser to indemnify or hold Seller or any third party harmless from damages of any kind or character, the Purchaser objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect, except for the insurance obtained by Purchaser in favor of Seller with respect to property. 3. 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. REWitt) CITY SECRETARY FT. WORTH, TX 4. 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. 5. 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. 6. No ebt: 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. 7. 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. 8. 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. 9. 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. 10. 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. Signature Page To Follow CFW / Addendum to Yamaha Motor Corporation, U.S.A. Conditional Sale Agreement Page 2 of 3 Executed this thealLday ofn CITY OF FORT WORTH: B Date: r)4 (9) -(21cX()T- -20% �. YAMAHA MOTOR CORPORATION, U.S.A. By: Sus Alanis Kim Ruiz ATTEST: By: istant City Manager 1Vlaryr _ City Secretary APPROVED AS TO FORM AND LEGALITY: By:‘, ► t Guillermo (Will) S. Trevino Assistant City Attorney Contract Authorization: M&c: p a a IOC Date Approved: ivS + d Q / K Date: Vice President/Treasurer //b CFW / Addendum to Yamaha Motor Corporation, U.S.A. Conditional Sale Agreement • 4 OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX Page 3 of 3 YAMAHA MOTOR CORPORATION, U S.A. 6555 KATELLA AVENUE CYPRESS CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 September 8, 2015 CITY OF FORT WORTH ATTN: Silva 4200 SOUTH FREEWAY, SUITE #2200 FORT WORTH, TX 76115 Dear Silva: Enclosed you will find the documentation for your conditional sale purchase of 216 YDRA Yamaha golf cars. The documents enclosed in the package include the following: Conditional Sale Agreement Equipment Schedule #112599 Request for Insurance Certificate of Acceptance Invoice For First Payment ACH Form — 097; O 0 _3 pca i r'it t-,zcch0n S.0) 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 business and look forward to the opportunity to service your financing needs If you should have any questions, please give us a call at 800-551-2994. Sincerely, Stacey L. Stankey YAMAHA a r;s4fitrE- Page 1 of 3 CSA0906 CONDITIONAL SALE AGREEMENT CONDITIONAL SALE AGREEMENT dated as of September 8, 2015 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 (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 purchase by Purchaser and the covenants and agreements hereinafter set forth, Seller hereby sells to purchaser all of the tangible personal property listed on the Equipment Schedule executed pursuant to this Agreement (with respect to any Equipment Schedule, hereinafter called the "Equipment"). 2. TERM. The term of this Agreement shall commence on the date set forth above and shall continue in effect thereafter so long as the Equipment Schedule entered into pursuant to this Agreement remains in effect. 3. PAYMENT. Purchaser shall pay to Seller, for the equipment during each month of the Term of the Equipment Schedule, the monthly payment set forth in the Equipment S chedule plus any taxes, fees, etc. associated with proper filings and ownership by Purchaser together with any down payment which shall be referred to any such Equipment S chedule. Whenever any payment is not made when due hereunder, Purchaser shall pay interest on such amount at the maximum allowable rate of interest permitted by the law of the state where the equipment is located (the "overdue rate") to the date of payment amount, whichever is less. 4. DELIVERY AND ACCEPTANCE WARRANTY AND DISCLAIMER OF WARRANTIES 4 1 Delivery and Acceptance of Golf Cars. Purchaser shall select and take delivery of all Equipment leased hereunder directly from Yamaha, a Yamaha Authorized Dealer, or authorized agent (the "Dealer"). All -costs -of dalivory Seller shall not be liable for any loss or damage resulting from the delay or failure to have any Equipment available for delivery. Purchaser shall inspect the Equipment to determine that the Equipment is as represented and has been equipped or prepared in accordance with any prior instructions given in writing by P urchaser. Purchaser shall accept the Equipment if it meets the criteria set forth in the preceding sentence and shall execute and deliver a Certificate of Acceptance with respect to each shipment of Equipment. For all purposes of this Agreement, the Equipment will be considered accepted upon execution of the Certificate of Acceptance. Purchaser authorized Seller to insert in the Equipment Schedule the sepal number and other identifying data of the Equipment. 4.2 Warranty and Disclaimer of Warranties. Seller warrants to Purchaser that, so long as Purchaser shall not be in default of any of the provisions of the applicable Equipment Schedule, neither Seller nor any assignee of Seller will disturb P urchaser's quiet and peaceful possession of the Equipment. In addition, Equipment is warranted only in accordance with the manufacturer's warranty, medif+ed--f em time tc t me-only--by-ScTh r. OTUcf THAN -THE WARRat4TY AS —REQUIRED BY 64W-- EXCEPT AS EYPOCSILY PROVI E-D-APO , SELLER DISC -La TI4CR WARRANTY, J!I'+TI=Sot=-D- OP. IMPLIE , NrSSC FOR E' vn DISCLAIMS —ANY SUcF RE -B D nfY TVIRD DARN No defect, unfitness, loss, damage or other condition of the Equipment shall relieve Purchaser of the obligation to pay any installment under this Agreement. 5. TITLE AND ASSIGNMENT. 5.1 Title. At the time of execution, title in the subject Equipment listed in the Equipment Schedule shall pass to Purchaser Seller shall retain a lien on the Equipment listed in the Equipment Schedule until such time as all payments to be made under the Equipment Schedule are conveyed to Seller. Such Equipment shall be held by Purchaser as security for the debt to Seller until all amounts due Seller by Purchaser are paid in full Seller is hereby authorized by Purchaser, at Seller's Expense, to cause this Equipment Schedule or any statement or other instrument in respect of the Equipment Schedule as may be required by law showing the interest of Purchaser or any of its assignees in the Equipment to be filed and Purchaser hereby authorizes Seller or its agent or assigns to sign and execute on its behalf any and all necessary UCC-1 forms for such purpose. 5.2 Location Inspection. Purchaser shall not move the Equipment from the location specified on the Equipment Schedule without the prior written consent of Seller, which consent shall not be unreasonably withheld. 5.3 Assignment by Seller. (a) Purchaser shall not sell, transfer, assign, pledge or (except for short-term rentals to golf course patrons in the ordinary course of business) the Equipment without the prior written consent of Seller. (b) Seller may not assign its nghts hereunder, without Purchaser's consent. dir ctly ts- c }- directed. (c) ran L c-c,l not Page 2 of 3 CSA0906 6. TAXES AND FEES. 6.1 Taxes and Fees Purchaser shall take title to equipment On delivery and shall be responsible for all property, sales and use taxes or similar charges or fees (if any) that may be due from a title holder of the equipment or that may be imposed or assessed on or against a title holder of the equipment by an governmental authority at any time. At no point shall Seller have title to the equipment, nor shall Seller bear liability or responsibility for any tax or similar charge or fee imposed or assessed on or against a title holder of the equipment. In the event Seller is required to pay any tax or similar charge or fee due from Seller as title holder, Purchaser agrees to reimburse, indemnify and hold harmless Seller from and against all such taxes, fees or other similar charges (together with any related interest or penalties thereon). 7. CARE, USE AND MAINTENANCE; ALTERATIONS AND ATTACHMENTS. 7.1 Care, Use and Maintenance. Purchaser shall, at its sole expense, at all times during the term of the Equipment Schedule, keep the Equipment clean, serviced and maintained in good operating order, repair condition and appearance in accordance with Seller's manuals and other instructions received from Seller. 7.2 Alterations and Attachments Purchaser may, with Seller's prior written consent, make such cosmetic modifications to the Equipment as Purchaser may deem desirable in the conduct of its business; provided, however, that such alterations shall not diminish the value or utility of the Equipment, or cause the loss of any warranty thereon or any certification necessary for the maintenance thereof, and provided, further, that such modification shall be removable without causing damage to the Equipment. 8. REPRESENTATIONS AND WARRANTIES OF P URCHASER. Purchaser hereby represents that with respect to the Agreement and Equipment Schedule: (a) The execution, delivery and performance thereof by the Purchaser have been duly authorized by all necessary corporate action. (b) The individual executing such was duly authorized to do so. (c) The Agreement and the Equipment Schedule constitute legal, valid and binding agreements of the P urchaser enforceable in accordance with their respective terms. (d) The Equipment is personal property and when subjected to use by the Purchaser will not be or become fixtures under applicable law. 9. DELIVERY OF EQUIPMENT. e of bcn p insurance fr_ • • tit of the Equipment. The Purchase prices includes free on board delivery. 10 =r ales gal a4 y- C.c-.c, • rwb.c ctt of or in any manner eo ted with the ownemhip, colocti n, pocrFseraryienT-Iscac rg, ranting, purshaco, fi 11. RISK OF LOSS. Seller and Purchaser agree Purchaser shall bear the entire risk of loss, theft destruction or damage to the vehicles from any cause whatsoever and shall not be relieved of the obligation to pay the total of the monthly payments or any other obligation hereunder because of any such occurrence. Purchaser further agrees to insure Equipment for full value and to cause Purchaser's insurance carrier to provide Seller with loss payee certificate of insurance. 12. DEFAULT. The occurrence of any one or more of the following events (herein called "Events of Default") shall constitute a default under the Equipment Schedule: (a) Default by Purchaser the payment of any installment or other charge payable by Purchaser under the Equipment Schedule as and when the same becomes due and payable; or (b) Default by Purchaser in the performance of any other material term covenant or condition of the Equipment Schedule or the inaccuracy in any material respect of any representation or warranty made by the Purchaser in the Equipment Schedule, this Agreement, or in any document or certificate furnished to the Seller in connection therewith, which default or inaccuracy shall continue for a period of 10 days after notice. 13. REMEDIES. Upon the occurrence of any one or more Events of Default, Seller, at its option: 1) may proceed by appropriate court action or actions either at law or in equity to enforce performance by Purchaser of the applicable covenants and terms of the applicable Equipment Schedule or to recover from Purchaser any and all damages or expenses, including reasonable attorney s fees which Seller shall have sustained by reason of Purchaser's default in any covenant or covenants of the applicable Equipment Schedule or on account of Seller's enforcement of its remedies thereunder; or 2) retake immediate possession of the Equipment, dispose of such Equipment in accordance with the provisions of the Uniform Commercial Code as enacted in TEXAS, and collect for any deficiency as a result of the disposal of the Equipment by Seller together with all reasonable attorneys fees and costs incurred by Seller during the disposal of such merchandise. 14. MISCELLANEOUS. 14.1 No Waiver. No omission or delay by Seller at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Purchaser at any time designated, shall be a waiver of any such right or remedy to which Seller is e ntitled, no shall it in any way affect the right of Seller to e nforce such provisions thereafter Page3of3 14.2 Binding Nature. The Equipment Schedule shall be binding upon, and shall inure to the benefit of Seller, Purchaser and their respective successors, legal representatives and assigns. 14.3 Notices.Any notice, request or other communication to either party by the other as provided for herein shall be given in writing and only shall be deemed received upon the earlier of receipt or three days after mailing if mailed postage prepaid by regular or airmail to Seller or Purchaser, as the case may be, at the address for such party set forth in this Agreement or at such changed address as may be subsequently submitted by written. notice of either party. 14.4 Severability. In the event any one or more of the provisions of this Agreement and/or the Equipment Schedule shall for any reason be prohibited or unenforceable in any jurisdiction, any such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 14.5 Counterparts. This Agreement and the Equipment Schedule may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 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 CSAO9OG Purchaser's name and all inspections of such items of Equipment which may be required by any governmental authority unless such fees and taxes shall be included in the payment as shown on the Equipment Schedule applicable to any such items of Equipment. 14.7 Involuntary transfer Constitutes Default. Purchaser shall not create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting, or with respect to the Equipment or of Seller's interest thereunder. 14.8 Statute of Linnitations. Any action by Purchaser against Seller for any default by Seller under this Agreement, including breach of warranty or indemnity, shall be commenced within one year after any such cause of action accrues. 14,9 Entire Agreement. Seller and Purchaser acknowledge that there are no agreements or understandings, written or oral, between Seller and Purchaser with respect to the Equipment, other then as set forth herein and in each Equipment Schedule and that this Agreement and the Equipment Schedule contains the entire Agreement between Seller and Purchaser with respect thereto. Neither this Agreement nor the Equipment Schedule may be altered, modified, terminated or discharged except by a writing signed by the party against whom such alteration, modification, termination or discharge is sought. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on or as of the day and year first above written. CITY OF FOWORTH lRT \P By g/MAA-seLX rName: bj'sAn AIy*nuis We:�S s r s IAA�t�' � � � 7 di A /la, J-eyz PROVED ; D AS TO FORt4 AND LEGALITY: JL ��t City Afto-ey &ui/(et� • Se . 6WY� J.� i..t T.j'J.�.. . 4 ta nit _ 4Tse Sce,mtaug YAMAHA MOTOR CORP AT /fri) By: so Name: Title: Vice President / Treasurer U.S.A. i OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CONDITIONAL SALE EXHIBIT A EQUIPMENT SCHEDULE # 112599 Dated September 08, 2015 1. This Schedule covers the following property ("Equipment"): 216 YDRA GOLF CARS 2. Location of Equipment: VARIOUS LOCATIONS VARIOUS LOCATIONS FORT WORTH, TX 76115 3. The Terms for the Equipment described herein shall commence on November 28, 2015 and shall consist of 60 months from the first day of the month following said date. 4. The down payment of the Equipment shall be $ 50.00 5. Payments on the Equipment shall be due on the following schedule. Schedule of Payments: 60 MONTHLY PAYMENTS IN THE AMOUNT OF $9,285.84 (APPLICABLE TAXES TO BE BILLED). STARTING NOVEMBER 2015 AND ENDING OCTOBER 2020. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS: Nov-15 $9,285.84 Jan-16 Dec-15 $9,285.84 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285,84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 Jan-17 $9,285.84 Feb-17 $9,285.84 Mar-17 $9,285.84 Apr-17 $9,285.84 May-17 $9,285.84 Jun-17 $9,285.84 Jul-17 $9,285.84 Aug-17 $9,285.84 Sep-17 $9,285.84 Oct-17 $9,285.84 Nov-17 $9,285.84 Dec-17 $9,285.84 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285,84 $9,285.84 $9,285.84 $9,285,84 $9,285.84 • Jan-19 $9,285.84 Feb-19 $9,785,84 Mar-19 $9,285.84 Apr-19 $9,285.84 May-19 $9,285.84 Jun-19 $9,285.84 Jul-19 $9,285.84 Aug-19 $9,285.84 Sep-19 $9,285.84 Oct 19 $9,285.84 Nov-19 $9,285.84 Dec-19 $9,285.84 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 JuI-20 Aug-20 Sep-ZO Oct-20 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 $9,285.84 6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $383,400.00 • 7. Other Terms: Interest Factor: 4.600 % Yamaha is not obligated to perform or provide any service, under any circumstances under the terms of this contract. Service is the responsibility of the Purchaser. Failure by Purchaser to maintain or service the equipment consistent with the terms of the Master Agreement shall not relieve Purchaser of the responsibility under the Master 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 counterpartsent 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 Purchasor. The Purchasor, 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 September 08, 2015 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 , C1FORT WORTIT / /1 1 Signature Name: S'J3k,i Type or Print Title: Pc6 1544n jk-‘ � 1 f � AiIayL YAMAHA MOTOR COR1ORA By Name: Signa Kim Ruiz Type or Print Title: Vice President N, U.S.A. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 11 /AMU WW1 11 7RJ a r FUA HI Lio�oG'`� COMMERCIAL CUSTOMER FINANCE 6555 Katella Avenue, Cypress, CA 90630 (800) 551-2994, Fax (714) 761-7363 E-MAIL: Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: September 08, 2015 HUB INTiL RIGG ADDRESS: 777 MAIN STREET #C50 carole.wendorf@hubinternational.com Please Reference our Quote# f l 25 9 PHONE: FAX: RE: FORT WORTH, TX 76102 (817) 820-8100 (817) 870-0310 VARIOUS L4 CATS [ S (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 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. Equipment Covered: 216 YDRA GOLF CARS Equipment Location: VARIOUS LOCATIONS FORT WORT ri, TX 76115 Very Truly Yours, CyPf OF FORT/WORTH (Name ofiDebt�ir) r 'TAAAE e/of Authorized Officer) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX c THFEC OF AC EPTANUE This certificate is executed pursuant to Equipment Schedule # .112599 dated Seetember 08, 2015 September 08, 2015 (the "Seller") and CITY OF FORT WORTH (the "Purchaser"). between to the Conditional Sale Agreement dated Yamaha Motor Corporation. U.S.A. 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. QUANTITY EQUIPMENT SERIAL TYPEINMODEL NUMBER 216 YDRA GOLF CARS see attachment ADDITIONAL CONDITIONS/SPECIAL TERMS: NEVVIUSED LOCATION NEW VARIOUS LOCATIONS VARIOUS LOCATIONS FORT WORTH, TX 76115 Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. CITY OF FORT WORTH as Purchaser i° By: � t" Name' S OnhCftniS r Crbj 01/114410 �2 OFFICIAL R CIT ECORD Y SECRETARY FT. WORTH, TX • uu1lluld IIuul�um'�fdu�luuq1uu�llu�uwu� // 1 1 • 1 CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE #220 FORT WORTH, TX 76115 Due Date 11/28/2015 PLEASE SEND YOUR PAYMENTS TO: INVOICE NUMBER: MAN 112599 Date Prepared. 09/8/2015 Quote No Description 112599 YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 Amount Due 216 YDRA GOLF CARS for Municipal Conditional Sale Cars located at: VARIOUS LOCATIONS Payment Payment Tax YOUR ACCOUNT BALANCE IS $9,285.84 $0.00 $9,285.84 Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Customer Finance AT 1-800-551-2994 YAMAHA PLEASE SEND YOUR PAYMENTS TO: INVOICE NUMBER MAN 112599 Date Prepared: 09/8/2015 Payment for: CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE #220 FORT WORTH, TX 76115 112599 Quote Number Amount Paid YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 Date Paid Check Number I. t- i vl1SJaifa 1171.11241, 1 LJ nVa\l2Jli11a Eli a RECITALS Yamaha Motor 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 Corporation, U.S.A. 6555 Katella Avenue, Cypress, CA 90630 \mention. Stacey Stanlcev. Assistant Department Manager AV 111V1\1L/n 11V11 t1V1\tt,I 112111 P tarn 1 rti 11Y1L'ri 1J IHl.l11/1',Dl1) Customer Name CITY OF FORT WORTH Customer Number 8715748 Contact Phone Number I (we) hereby authorize Yamaha Motor Corporation, U.S.A., hereinafter called Yamaha, to initiate debit entries to my (our) r Checking Account or r 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 accordmg 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 set 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, alon2 with a voided check. to the following address: Yamaha Motor Corporation, U.S.A. Attn: Stacey Stankey 6555 Katelia Avenue, Cypress, CA 90630 mif Orto 0 X MI 21 CI I'm '< pa 8)C310filth0001001fS1AAAAA. AAAAWWWWWWWWWWNNNNNIVNNNN.-ti-"1-Y3... .. 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IW-IOocflO-�N s.c.;1 co0NA�L7opNaui-4 C+sm t...nt0o-�C71cDNCnAo Fom -,cx :11 Pcc41. co-b.c:) �1WC4Cn-��IWO0) +"1`. tD iD of 71m[b.�C]lOmCa7i-i--lWf3tCDWCOCJSW-a-aNWmCOl�OQ1:ANNN.Pmb COLT! Ws00-�Wt]7C0�.1tDmW-yO-y-�W�OA-n , co mC.77-.1.AW3-.4.3w4mwromoCS10U70mham4o NawmsmmmcomNmO.AmCo-sNWWNOCOC31N-1-1C7i-I(00mcom-am5 0 � rF wwwAAAAAaAa1.4:,..t2..t..bAcrialcru,cncricncncrrcxrvrcnulcnrnrnrna)cnaornmrnaarnrnrncr).iVv-4-4-4VVV.1-4-4-4V-ly to cowoo 1Nww.t.cpmm-qco DCDOsNRiWA aulm,r.moccnDo-SNNW`AACnmm-gwmc000-,NNW.A-D.cnmm-gm uao G1?owom 7NtD�1 Ps0 mnnomwo-4? O m-xO mt..., mN000SINC7Dtl m41.s1 womrocO m, CT►ANGWC31NCDCJI-y�IW[�WCONV-�ACa73WCA00dN�U1mm�1CJ�IVm(37AW-tiCD�1ANCfl�NcfltA'smjV�lfV��Citi(ONmCflN A) CD WC3IAOWAsmVCANCAm.AC5�00m0-�CflChC:OoodsWNCpAChAsAL�ApAC31WCflWANODsNsVsNC7-.IsN300NAA , p5:D- 0' ONa)NCD-ICCQ:4QCQCQN-7U7mCD01.-IN-aW W�IOCACAsCD--,mmAACOCbNs0)0LDCDWAOs(ON-1m,immo 01 3 .AW3miveo ,m)W[DWC71ml.lb6in D:-.4W6)ODCD-..im C71CT�NC io nof11G3 Cobi31 GOtDOQCDWWtDWd66CoN000OW O ACOO'4.AU7mO7OU7OWCflCflwmm.SC31W�(.lWU7AWCDCJ1VUtCOC] m il. D.AW mmIVWsWODC)1mmm,..4m4Coc CD C. 0 0 Y/■ St. 0 a 0 pa ni JzJi Q0v-1 113 rnz(/) Mm>Z'•rr= 0 < r C ronlig "Om 0 rPifoo to im to a YAMAHA MOTOR CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 September 8, 2015 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 7 YT2A Yamaha golf cars. The documents enclosed in the package include the following: Equipment Schedule #112601 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, Stacey L. Stankey ','AMAHA CONDITIONAL SALE EXHIBIT A EQUIPMENT SCHEDULE # 112601 Dated September 08, 2015 1, This Schedule covers the following property ("Equipment"): 7 YT2A GOLF CARS 2. Location of Equipment: VARIOUS LOCATIONS VARIOUS LOCATIONS FORT WORTH, TX 76115 3. The Terms for the Equipment described herein shall commence on • November 28, 2015 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 $809.28 (APPLICABLE TAXES TO BE BILLED). STARTING NOVEMBER 2015 AND ENDING OCTOBER 2019. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS: Nov-15 $809.28 Dec-15 $809.28 Jan-16 Feb-16 Mar-16 Apr-16 ;May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 $809,28 $809.28 $809.28 $809.28 $809.28 $809.28 $809428 $809.28 $809,28 $809.28 $809,28 $809,28 Jan-17 $809.28 Feb-17 $809.28 Mar-17 $809,28 Apr-17 $809.28 May-17 $809.28 Jun-17 $809.28 Jul-17 $809.28 Aug-17 $809.28 Sep-17 $809.28 Oct-17 $809.28 Nov-17 $809.28 Dec-17 $809.28 Jan-18 $809.28 Feb-18 $809.28 Mar-18 $809.28 Apr-18 $809128 May-18 $809.28 Jun-18 $809.28 Jul-18 $809.28 Aug-18 $809.28 Sep-18 $809.28 Oct-18 $809.28 Nov-18 $809,28 Dec-18 $809.28 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-•19 $809.28 $809,28 $809.28 $809.28 $809.28 $809.28 $809.28 $809,28 $809,28 $809.28 6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $12,600.00 7. Other Terms: Interest Factor: 4.200 % Yamaha is not obligated to perform or provide any service, under any circumstances under the terms of this contract. Service is the responsibility of the Purchaser. Failure by Purchaser to maintain or service the equipment consistent with the terms of the Master Agreement shall not relieve Purchaser of the responsibility under the Master Agreement. Signed Counterparts: The parties agree that this Agreement may be signed in counterparts, that delivery of an executed counterpart of the signature page to this Agreement by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability or binding effect of this Agreement. Notwithstanding any other provision of this Agreement, the sole original of this Agreement shall be the Agreement bearing the manually executed signature of the Purchaser. The Purchasor, by making any payment required under this Agreement ratifies all of the terms of this Agreement. This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated September 08. 2015 All of the terms and conditions, representations and warranties of the Agreement are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule . CITY DFIORTWQ TA .A By Name: US� PrMIL$ Type or Print Title: 1465 i4M +[CI ty (IW&j t2 I� Signature L.,) Signature YAMAHA MOT R coitrQ' "WON, _U.S.A. By • Name: Title: Signature Kim Ruiz Type or Print Vice President 1 (OFICIAL RECORD r.��rY SECRETAKY � M lR!H M Is—d i-1 ‘Jr‘Jr1 k2i k ki A ! u u r] nit COMMERCIAL CUSTOMER FINANCE 6555 Katella Avenue, Cypress, CA 90630 (800) 551-2994, Fax (714) 761-7363 E-MAIL. Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: HUB INT1L RIGG ADDRESS: 777 MAIN STREET #C50 Carole.wendorf@hubinternational.com Please Reference our PHONE FAX: RE: FORT WORTH, TX 76102 (817) 820-8100 (817) 870-0310 VARIOUS L,OCAiIONS (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: September 08, O "l,5 uoteY# 112601 "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 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, UgS.A. Attn: Commercial Customer Finance 6555 Katella Ave Cypress, CA 90630 Your Prompt attention will be appreciated. Equipment Covered: 7 YT2A GOLF CARS Equipment Location: VARIOUS LOCATIONS FORT WORTH, TX 76115 Very Truly Yours, lc\ By: itIe. CITY OF FORT WORTH (Nam oebtor) ( igr,�tufe of Authorized Officer) tVL oz,,s6a 00 FICIAL. RECORD el i if SECRETARY FT. WORTH, TX c DDIfCA E OF ACCEPTANC This certificate is executed pursuant to Equipment Schedule # 112601 dated Sentember 08, 2015 to the Conditional Sale Agreement dated Sentember 08, 2015 between Yamaha Motor 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. QUANTITY EQUIPMENT SERIAL TYPE/tV1ODEL NUMBER 7 YT2A GOLF CARS see attachment ADDITIONAL CONDITIONS/SPECIAL TERMS: NEW/USED LOCATION NEW VARIOUS LOCATIONS VARIOUS LOCATIONS FORT WORTH, TX 76115 Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. CITY OF FORT WORTH as Purchaser Y) By: Name: � S 11-71 MiFttt3 4Title: ae-; S +" Ci$v fliait i OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX _hum muquu'ifoilimuiwV��uuiwu i i III CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE #220 FORT WORTH, TX 76115 Due Date 11/28/2015 Quote No 112601 P LEASE SEND YOUR PAYMENTS TO: INVOICE NUMBER: MAN 112601 Date Prepared:09/8/2015 Description YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 Amount Due 7 YT2A GOLF CARS for Municipal Conditional Sale Cars located at: VARIOUS LOCATIONS Payment Payment Tax YOUR ACCOUNT BALANCE IS z. $809.28 $0.00 $809.28 J/_-L:-7-17/ •.:11 -?i-p 1;7:<i S;. '„ -1>61,s-.7/4V .,-, a,o ,,: „. P lease return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Customer Finance AT 1-800-551-2994 'I: ill P LEASE SEND YOUR PAYMENTS TO: INVOICE NUMBER MAN 112601 Date Prepared: 09/8/2015 Payment for: CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE #220 FORT WORTH, TX 76115 112601 Q uote Number Amount Paid YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 Date Paid Check Number YAMAHA City of Fort Worth Yield: 4.200% Due Date 11/28115 2 12/28/15 3 01/28/16 4 02/28/16 5 03/28/16 6 04/28/16 8 06/28/16 9 07/28/16 10 08/28/16 11 09/28/16 12 10/28/16 13 11/28/16 14 12/28/16 15 01/28/17 16 02/28/17 17 03/28/17 18 04/28/17 19 05/28/17 20 06/28/17 21 07/28/17 22 08/28/17 23 09/28/17 24 10/28/17 25 11 /28/17 26 12/28/17 27 01 /28/18 28 02/28/18 29 03/28/18 30 04/28/18 31 05/28/18 32 06/28/18 33 07/28/18 34 08/28/18 35 09/28/18 36 10/28/18 37 8/18 38 12//28/18 39 01/28/19 40 02/28/19 42 04/28/19 43 05/28/19 44 07/28/19 46 08/28/19 47 09/28/19 48 10/28/19 Totals: Ait#iORTIZATION SCHEDULF, FOR MUNICIPALITY C * N DUTIONAL SALE CONTRACT PLPRCHASEU: City of Fort Worth EQUIPMENT SCI*DLJLE 117,601 Payment 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809.28 809,28 809.28 809.28 809.28 809,28 809.28 809.28 809.28 809.28 809,28 809.28 809.28 38,845.44 Interest 157.17 154.97 152.76 150.54 148.31 146.07 143.83 141.58 139.32 137.06 134.78 132.50 130.22 127.92 125.62 123.30 120.98 118.66 116,32 113.98 111,63 109.27 106.90 104.52 102.14 99.75 97.35 94.94 92.53 90.10 87.67 85.23 82.78 80.33 77.86 75.39 72.91 70.42 67.92 65.41 62.90 60.37 57.84 55.30 52.75 50.19 47.62 45.05 4,922.98 • Principal Adiustment Total Financed 652 11 654.31 656.52 658.74 660.97 663.21 665.45 667.70 669.96 672.22 674.50 676,78 679.06 681.36 683.66 685.98 688.30 690.62 692.96 695.30 697.65 700_01 70238 704.76 707.14 709.53 711.93 714.34 716.75 719,18 721.61 724.05 726.50 728.95 731.42 733.89 736.37 738.86 741.36 743.87 746.38 748.91 751.44 753.98 756.53 759,09 761.66 764.23 33,922.46 Balance 46.480.00 45.827.89 45.173.58 44.517.06 43.858.32 43.197,35 42.534.14 41.868.69 41.201.00 40.531.04 39.858.82 39.184.32 38.507.55 37,828.48 37.147.12 36.463.46 35.777.48 35.089.18 34, 398. 56 33.705,60 33.010.30 32.312.64 31.612.63 30.910.25 30.205.50 29.498.36 28.788.83 28.076.90 27.362,56 26.645.81 25.926.64 25.205.03 24.480.98 23.754.48 23.025.53 22.294.11 21.560.22 20.823.85 20.084.99 19.343.63 18.599.76 17.853_37 17.104.47 16.353.03 15.599.04 14.842.51 14.083.42 13.321.77 12,557.54 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX YAMAHA MOTOR CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 September 8, 2015 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 3 YT2A BEV UNIT Yamaha golf cars. The documents enclosed in the package include the following* Equipment Schedule #112600 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, Stacey L. Stankey Y,M,11r i -r Ili i CONDITIONAL SALE EXHIBIT A EQUIPMENT SCHEDULE # 112600 Dated September 08, 2015 1. This Schedule covers the following property ("Equipment"): 3 YT2A BEV UNIT GOLF CARS 2. Location of Equipment: VARIOUS LOCATIONS VARIOUS LOCATIONS FORT WORTH, TX 76115 3. The Terms for the Equipment described herein shall commence on November 28, 2015 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 $ Woo 5. Payments on the Equipment shall be due on the following schedule. Schedule of Payments: 48 MONTHLY PAYMENTS IN THE AMOUNT OF $573.48 (APPLICABLE TAXES TO BE BILLED). STARTING NOVEMBER 2015 AND ENDING OCTOBER 2019. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS: Nov-15 $573.48 Dec-15 $573648 Jan-16 $573.48 Feb-16 $573.48 Mar-16 $573.48 Apr-16 $573.48 May-16 $573.48 Jun-16 $573.48 Jul-16 $573.48 Aug-16 $573.48 Sep-16 $573.48 Oct-16 $573.48 Nov-16 $573.48 Dec-16 $573.48 Jan-17 $573.48 Feb-17 $573.48 Mar-17 $573.48 Apr-17 $573.48 May-17 $573.48 Jun-17 $573.48 JuI-17 $573.48 Aug-17 $573.48 Sep-17 $573.48 Oct-17 $573.48 Nov-17 $573.48 Dec-17 $573.48 Jan-18 $573.48 Feb-18 $573.48 Mar-18 $573.48 Apr-18 $573.48 May-18 $573.48 Jun-18 $573148 Jul-18 $573.48 Aug-18 $573,48 Sep-18 $573.48 Oct-18 $573.48 Nov-18 $573.48 Dec-18 $573.48 Jan-19 $573,48 Feb-19 $573.48 Mar-19 $573.48 Apr-19 $573.48 May-19 $573.48 Jun-19 $573.48 Jul-19 $573.48 Aug-19 $573.48 Sep-19 $573,48 Oct-19 $573.48 6. The final purchase price for the purchase of the Equipment at the expiration of this Agreement shall be $9.000.00 7. Other Terms: Interest Factor: 4.200 % Yamaha is not obligated to perform or provide any service, under any circumstances under the terms of this contract. Service is the responsibility of the Purchaser. Failure by Purchaser to maintain or service the equipment consistent with the terms of the Master Agreement shall not relieve Purchaser of the responsibility under the Master Agreement. Signed Counterparts: The parties agree that this Agreement may be signed in counterparts, that delivery of an executed counterpart of the signature page to this Agreement by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability or binding effect of this Agreement. Notwithstanding any other provision of this Agreement, the sole original of this Agreement shall be the Agreement bearing the manually executed signature of the Purchasor. The Purchaser, by making any payment required under this Agreement ratifies all of the terms of this Agreement. This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Agreement dated September 08. 2015 All of the terms and conditions, representations and warranties of the Agreement are hereby inco • prated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule . CITY FORT WORTH ni-0/1/14:c Name: Signature 5u5A-y) /FIMT$ Type or Print Sei 54411 4" 01-y awAyoz rune: . YAMAHA M By Name: Title: T Signature Kim Ruiz Type or Print Vice President N. U.S.A. 111••...1.. . OFFICIAL RECOR k ` CITY SECRETARY f 1 LIff_WORTH, TX . L =lVlU�Ir ijt\ MU) 11 ML b-WUF M 11 OLION19 UUaD D COMMERCIAL CUSTOMER FINANCE 6555 Katella Avenue, Cypress, CA 90630 (800) 551-2994, Fax (714) 761-7363 E-MAIL- Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: September 08, 2015 HUB INTL RIGG ADDRESS: 777 MAIN STREET #C50 carole.wendorf@hubinternational.com Please Reference our Quote. 112600 PHONE: FAX: RE: FORT WORTH, TX 76102 (817) 820-8100 (817) 870-0310 VARIOUS LOCATIONS (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 named as LOSS PAYEE. Each policy shall provide that: (i) Yamaha will be given not Tess 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. Equipment Covered: 3 YT2A BEV UNIT GOLF CARS Equipment Location: VARIOUS LOCATIONS FORT WORTH, TX 6115 Very Truly Yours, CITY OF FORT WORTH (Name pf Dbtor) ( g .are of Authorized Officer) rifle. L RM . W OEHICIAL thVUt CITY SECRETARY Ft WORTH, TX c hRTIRICATE OF ACCEPTANCE This certificate is executed pursuant to Equipment Schedule # dated September 08. 2015 September 00, 2015 between Yamaha Motor Corporation, U.S.A. (the "Seller") and CITY OF FORT WORTH (the "Purchaser'). 112600 to the Conditional Sate Agreement dated 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. QUANTITY EQUIPMJ2N T SERIAL TYPE/IV1ODEL NUMBER 3 YT2A BEV UNIT GOLF CARS see attachment ADDITIONAL CONDITIONS/SPECIAL TERMS' NEW/USED LOCATION NEW VARIOUS LOCATIONS VARIOUS LOCATIONS FORT WORTH,TX76115 Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment, 'ic By: Jt' Name cc, Title: CITY OF FORT WORTH as P baser As_GN-a-a 4Arit_c 1/4*14,1 A 1 mi3 .45i 54-A7144- y filmett9t2 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX e Imul1uu''m1■uom�1iuIIuim .1 1 I 1 !! I CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE #220 FORT WORTH, TX 76115 Due Date 11/28/2015 PLEASE SEND YOUR PAYMENTS TO: INVOICE NUMBER: MAN 112600 Date Prepared: 09/8/2015 YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 -. Quote No Description Amount Due 112600 3 YT2A BEV UNIT GOLF CARS for Municipal Conditional Sale Cars located at: VARIOUS LOCATIONS Payment Payment Tax YOUR ACCOUNT BALANCE IS $573.48 $0,00 $573.48 Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Customer Finance AT 1-800-551-2994 YAMAHA PLEASE SEND YOUR PAYMENTS TO: INVOICE NUMBER MAN 112600 Date Prepared: 09/8/2015 Payment for: CITY OF FORT WORTH 4200 SOUTH FREEWAY, SUITE #220 FORT WORTH, TX 76115 112600 Quote Number Amount Paid YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 Date Paid Check Number YAMAHA City of Fort Worth Yield: 4.200% Due Men# Date 1 12/28/15 3 01/28/16 4 02/28/16 5 03/28/16 6 04/28/16 7 05/28/16 8 06/28/16 9 07/28/16 10 08/28/16 11 09/28/16 12 10/28/16 13 11/28/16 14 12/28/16 15 01 /28/17 16 03/28/17 18 04/28/17 19 05/28/17 20 06/28/17 21 07/28/17 22 08/28/17 23 09/28/17 24 10/28/17 25 11/28/17 26 12/28/17 27 01 /28/18 28 02/28/18 29 03/28/18 30 04/28/18 31 05/28/18 32 06/28/18 33 07/28/18 34 08/28/18 35 09/28/18 310/28/18 37 11/28/18 38 12/28/18 39 01/28/19 40 02/28/19 41 03/28/19 42 04/28/19 43 05/28/19 44 0/28/19 45 07/28/19 46 08/28/19 47 09/28/19 48 10/28/19 Totals: AiUfIOR T IZATION SCHEDULE FOR MUNICIIPALITY CONDITIONAL SALE CONTRACT PURCHASER: City of Port Woven EQUIP%s'ENT SCHEDULk 112600 Payment 573.48 573.48 573.48 573.48 573,48 573,48 573,48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573,48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.48 573.4E 573.48 573.48 573.48 573.48 573,48 573.48 573.48 573.48 573,48 27,527.04 Interest 111.59 110.03 108.46 106.89 105.31 103.73 102.14 100.54 98.94 97,34 95.73 94.11 `92,49 90.87 89.23 87.60 85.95 84.30 82.65 80.99 79.32 77.65 75.98 74.29 72.61 70.91 69.21 67.51 65.80 64.08 62.36 60.63 58.89 57.15 55.41 53.66 51.90 50.13 48.36 46.59 44.81 43.02 41.22 39.42 37.62 35.81 33.99 32.16 3,499.39 Principal Aciustment Total Financed 461.89 463.45 465.02 466.59 468.17 469.75 471.34 472.94 474.54 476.14 477.75 479.37 480.99 482.61 484.25 485.88 487.53 489.18 490.83 492.49 494.16 495.83 497.50 499.19 500.87 502.57 504.27 505.97 507.68 509.40 511.12 512.85 514.59 516.33 518.07 519.82 521.58 523.35 525_12 526.89 528.67 530.46 532.26 534.06 535.86 537.67 539.49 541.32 24,027.65 • Balance 32.997.32 32,535.43 32,071.98 31,606.96 31.140.36 30, 672.19 30, 202.44 29.731.10 29.258.16 28.783.62 28,307.48 27.829.73 27.350.36 26.869.38 26.386.76 25.902.52 25.416.63 24.929.11 24.439.93 23.949.10 23,456.61 22,962.45 22.466.63 21.969.12 21.469.94 20.969.07 20,466.50 19.962.23 19.456.26 18.948.57 18.439.17 17.928.05 17.415.20 16.900.61 16,384.29 15.866.21 15,346.39 14,824.81 14.301.46 13.776.35 13.249.45 12, 720.78 12.190.32 11.658,06 11.124.01 10.588.15 10.050.47 9.510.98 8,969.67 OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX YAMAHA Golf -Car Company SERVICE II°Il20VIDED TO THE CITIY GE ET. WORTH GOLF COURSES, TEXAS Yamaha Golf -Car Company agrees to provide service for items not covered under warranty to the fleet of golf cars and utility vehicles at the City of Ft. Worth at the rate of $65.00 per hour for the first year, $70.00 per hour for years 2 & 3, and $75.00 per hour for years 4 & 5. This hourly rate includes on -call and after-hours service through the five-year Conditional Sales Contract for new cars, and for any Seasonal Lease units. In addition, Yamaha Golf -Car Company agrees that there will be no trip charize for repairs not covered under warranty. A Yamaha Fleet Service Technician or authorized Dealer will contact each golf course monthly (1st year and November, December, January, February, and March in subsequent years), or every other week April through October, inclusive, beginning in year two to inquire what service or warranty work, if any is needed. If service or warranty work is required, the service technician or dealer will visit the course to perform repairs. The service technician or dealer will be available on call to perform any needed service or warranty repairs. The courses may also call the service technician or designated dealer at any time to request service or warranty repairs. Parts needed for service repairs will be charged to the City of Ft. Worth at Yamaha Dealer cost. Immediate service or warranty repairs needed due to large, full -field tournaments, etc. will be performed within 48 business hours of receiving the call. Any repairs or warranty items needing repairs that require major components (i.e. chassis, motor, transaxle) that the service technician is required to order will be repaired within 48 business hours of the technician receiving the major component. Yamaha will provide loaner units (up to 5) in the event service or repairs cannot be performed within the 48 business hour commitment. / ir Yamaha Golf -Car C pany �..1 ._. Attested by: Y-A v (f Ji _)61 e 'Cit of Ft. Worth, TX Date Susan Alanis, Assistant City Manager APPROVED' AS TO FORM AND LEG/ !STY Assistant City Guillermo(V1t?'r. Trevino uFFIGIAL RECORD CITY SECRETARY FT. WORTH, TX YAMAHA Golf -Car Company THEE R �.i ANNUAL SERVICE PROVIDED TO THE CITY OF FT. WORTH GOLF COURSES, TEXAS Yamaha Golf -Car Company agrees to provide annual service for the fleet of golf cars and utility vehicles at the City of Ft. Worth for $50.00 per car per year. This will include parts and labor. Parts include air filter, pre filter, oil, fuel filter, and spark plug. The technician will change and install new service parts, properly dispose of the oil, grease the secondary clutch, and do a complete diagnosis of the car. This will most likely take place in the off-season when the cars are more available. „.1)A �l g'-`ca/ - Yamaha Golf -Car Company Date Attested by: fi Ft. Worth, TX Date n Alanis, Assistant City Manager .. r • •• w_arm• •• wog . ,... . so ... . Al . mein .7r r APPROVED AS TO FORM ANT) T r.tc-,- A T•T'f'': Assistant City Attorney Guillermo (Will) S. Trevino 1�! CITY FT. U .. .' c EVIV • • • -•• �.."' . - -• �:a • at _ - -- - - .. _. :._ > .Y. _ .. .. ... ... _.. ..... : - +• A••. .. t •r. _ �}�- •..- -- Y_ — _S: t�..S.Y• ,,. ,.`_J .. T . _ - - Zr — _ II. Io ... • • • .. - - .. T.�_'i�.- a6 — .. - _ . . • -- .• r _ - - _ }. a••. - - .4 `L•, ash z_ :f'� �--r f.• - ram•`,`- _ a 't•••__�,.if ".`f• _ _ —_ _�.: 'i,.. �'�i.. '^...�.7Ci-�s'fjw 7i • ts ti•v - a r -..� _._m•_.• .? ._ ice • t •- 1 ..J:��w �: - - 4-._��� _Y� �. "-vex"- T' "-• ,.--'� - 7�ca !F_•r>.""r.r+y19� •`� trtiw --'i:� - :_�: - ?.r"=- •c•-t•� _.. _�.�ac'c':��-� -mac - - _ _ 'r^ .'3i._.... •�.c . -.:._- ".,tea = r - ^-!_a-ivt> r= ▪ - :--F�--�--_„� . ..a.== fir>'sr3� . _ _ --...- _ �b,j4.. ��: �T ....: � .a _• _ r�S.:,,�• r�....:�r �.�"`, a.?.•-_ - •.-:. --•- - = .._' _. r<r---:0�� s-�wF':exl'.-Pa dor r-76? ., n::=t. "al.. ._-�:��r�.`i==_ ...r_...-.. <�„ _`_a•�'•-�'_''sa�'�:ya.:"- :.93a�• '_^�•' .£�::`—::�-:..`...i�L��"-si '�• DATE: Corp.. SUBJECT: • • 11/3/2015 REFFRENCE NO.: **P-11805 P TYPE: LOG NAME: CONSENT PUBLIC HEARING: 13P15-0355 GOLF VEHICLES LSJ NO • Authorize Agreements with Yamaha Motor Corporation, U S A. for -Lease of Golf, Utility and Beverage Carts and Authorize Agreement with Yamaha Golf -Car Company for Service of Leased Vehicles for the Park and Recreation Department with a Combined Annual Amount Up to $141,149.00, Using a Cooperative Contract (ALL COUNCIL DISTRICTS) N • alb 1 r ......}" :a�.�3.'T.a+".. �-7C-i RECOMMENDATION: It is recommended that the City Council authorize Agreements with Yamaha Motor Corporation, U.S A. for lease of golf, utility and beverage carts and authorize an Agreement with Yamaha Golf -Car Company for service of leased vehicles for the Park and Recreation Department with the total combined cost of the contracts being up to $141,149.00 annually, using Buyboard Cooperative Contract No. 447-14. DISCUSSION: The Park and Recreation Department will use these Agreements to lease and service golf, utility and beverage carts that will be rented to patrons and utilized by golf course staff at most of the City golf courses. A lease with sell -back option will be executed with Yamaha Motor Corporation, U S.A and a Service Agreement will be executed with Yamaha Golf -Car Company for repairs, maintenance and parts not covered under the standard manufacturer's warranty. Lease of the golf carts, covering 216 vehicles, will be fora period of 60 months. Because the utility and beverage carts are subject to greater wear, they will only be leased fora period of 48 months. The requested contract amount provides funding for seven utility carts and three beverage carts. The first -year cost for all of the vehicles leases is approximately $128,024.00. For non -warranty repairs, service will be billed at the following hourly rates: $65.00 during the first year; $70.00 during the second and third years; and $75.00 during the fourth and fifth years. Replacement parts for non -warranty repairs will be billed separately. The City anticipates spending $13,125.00 for non - warranty labor and repair parts during the first year. BID TABULATION: Description Golf Carts Golf Utility Carts Beverage Carts Labor Repair Parts Total rr - Quantity_ 216 7 3 1- - 1 Annual Amount $111,430.08 $ 9,711.24 $ 191.16 $ 6,881.76 _$5,625.00 $ 5,625.00 _ ( $7,500.00 _ - - - - _ $ -- --7,500.00 x I x $141,148.08 Annually Unit Price $ 42.99 $ 115.61 PRICE ANALYSIS -Yamaha is offering a 10 percent discount off the catalog pricelist for golf vehicles and services. The prices are 20 percent less than the previous prices awarded in 2011 (M&C P-11276). Prices have been reviewed by Staff and deemed fair and reasonable based on the current market value. COOPERATIVE PURCHASE- State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. Buyboard contracts have been competitively bid to increase and i simplify the purchasing power of government entities. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager in the amount up to $35,287.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. MIWBE 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. AGREEMENT TERM - Upon City Council's approval this Agreement shall begin on November 3, 2015 and expire May 31, 2016 to coincide with the expiration date of the Buyboard Contract. RENEWAL - The Agreement for non -warranty labor and repair parts may be renewed for up to one additional one-year term at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Staff anticipates spending the same amount in each renewal year. LEASE TERM - The 60 month lease of golf carts and 48 month lease of utility and beverage carts will begin on execution of the contract. REVENUE NOTE - The majority of the contract costs will be offset by revenue. Unaudited numbers for Fiscal Year 2015 reflect cart -rental income of $750,131.00 at the courses in question. In addition, use of the beverage carts resulted in other income from sale of refreshments. Golf courses are classified as Citywide Special Use Facilities. Meadowbrook Golf Course is located in COUNCIL DISTRICT 4, Pecan Valley Golf Course is located in COUNCIL DISTRICT 3, and Sycamore Creek Golf Course is located in COUNCIL DISTRICT 8. Because Rockwood Golf Course is currently undergoing major renovations, no carts are included for that site. Following re opening of the course, Staff will bring forward an M&C for vehicles at that location. The City golf courses serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The approval of this action provides purchasing authority up to $141,148.00, as specified. The Financial Management Services Director certifies that funds are available in the Operating Budget, as appropriated, of the Municipal Golf Fund. BQN\15-0355\LSJ TO Fund FROM Fund Department ID Department ID Account Account Project ID Project ID Submitted for Citv Manager's Office by: Originating Department Head: Program Program Activity Activity Budget Year Budget Year Susan Alanis (8180) Aaron Bovos (8517) LaKita Slack (8314) Reference # (Chartfield 2) Reference # (Chartfield 2) Amount Amount Additional Information Contact: Jack Dale (8357)' ATTACHMENTS