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HomeMy WebLinkAboutA6289 - EVERBANK COMMERCIAL FINANCE INC LEASE FOR GOLF CARTS 0 s City of Palm Springs Office of the City Attorney *4 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 TEL:(760) 323-8211 • Fax:(760)323-8207 • Web:w .pahnspingsca.gov C'9[lFORN�P December 4, 2012 EverBank Commercial Finance, Inc. 10 Waterview Blvd, Parsippany, NJ 07054 Re: Opinion Letter Dear Gentlepersons: Reference is made to that Master Equipment and Lease Agreement (the "MELA") Number 40911004, dated November 8, 2012, and one Equipment Schedule thereto (No. 40911004) (the Equipment Schedule, when combined with the MELA are collectively referred to as the "Agreement" between EverBank Commercial Financial, Inc. ("Lessor") and the City of Palm Springs, California (Lessee") for the use ("Use") of certain equipment, as described in the Agreement. Unless otherwise defined in this Letter, terns which are defined or defined by reference in the Agreement or any exhibit or schedule to the Agreement shall have the same meaning when used in this Letter as such terms have in the Agreement. I am the duly authorized counsel for the Lessee in connection with the negotiation, execution, and delivery of the Agreement, and as such I am able to render a legal opinion as follows: 1. Lessee is a charter city and a public body corporate and politic of the State of California and is authorized by the Constitution and laws of the State of California to enter into the transactions contemplated by the Agreement and to carry out its obligations under the Agreement. The Lessee's name set forth above is the full, true, and correct legal name of the Lessee doing business as Tahquitz Creek Golf Course. 2. The Agreement set forth above has been duly authorized, executed, and delivered by the Lessee and constitutes a valid, legal, and binding agreement, enforceable in accordance with its terms. 3. No further approval, consent, or withholding of objections is required from any federal, state, or local governmental authority. 4. Lessee has complied with all open meeting and public bidding laws with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby. • 5. Lessee's only legal authority to terminate the Agreement prior to the end the term of the Agreement is contained in those provisions provided in the Agreement, including without limitation the non-appropriation of funds sufficient to make payments under the Agreement for any fiscal period during the term of the Agreement subsequent to the initial fiscal year in which the payment obligations commences as expressly provided in a rider or Addendum to the Agreement. Very 1 ours, Douglas Holland, City Attorney City of Palm Springs EVERBANK COMMERCIAL FINANCE, INC. PO Box 911608 ". . Denver, CO 80291-1608 2013FEB 21 A 8: 19 January, 2013 r7LE� i � �'I � . - , CITY CLEF:I'; CITY OF PALM SPRINGS DAVID READY 1885 GOLF CLUB WAY PALM SPRINGS, CA 92264 Contract#: 40911004 Commencement Date: 12/20/2012 Thank you for choosing EVERBANK COMMERCIAL FINANCE, INC. for your financing needs. It is our pleasure to serve you. Enclosed is an executed copy of your agreement as well as a copy of our W-9 for your records. Please take a moment to review your contract and payment details carefully to ensure they are consistent with your understanding. If you have any questions, our customer service team is here to assist you Monday through Friday from 8:OOAM to 7:OOPM EST at(866)651-8795.Our fax number, should you need it, is (201) 770-5046. All payments should be remitted to the following address: EVERBANK COMMERCIAL FINANCE, INC. PO Box 911608 Denver, CO 80291-1608 You will also receive information soon from Great American Insurance Group, our insurance provider. This package will contain detailed information regarding insurance requirements and the services we offer.Any insurance-related questions should be directed to Great American Insurance Group at(866) 223-6365. On behalf of the Customer Service team, we would like to welcome you as a new customer. We appreciate your business and invite you to provide feedback on our personalized service at any time. Regards, EVERBANK COMMERCIAL FINANCE, INC. \T' \� fir, MASTER EQUIPMENT LEASE AGREEMENT Ever "a " EverElank Commercial Finance,Inc. COMMERCIAL FINANCE° 10 Waterview Boulevard, Parsi N an , NJ 07054 LESSEE Lessee Name Federal Tax ID Number INFORMATION CITY OF PALM SPRINGS, CALIFORNIA 95-6000757 D/B/A TAHQUITZ CREEK GOLF RESORT Headquarters Street Address/City/County/State/Zip 1885 GOLF CLUB DRIVE, PALM SPRINGS, CA, 92264 Lease Number Lessee Phone Number 40911004 760-328-1005 This MASTER EQUIPMENT LEASE AGREEMENT ("Master Lease") is made this November 8, 2012 by and between EverBank Commercial Finance,Inc.("Lessor")and the Lessee referenced above("Lessee".) The parties agree as follows: 1. MASTER LEASE. Lessor agrees to lease to Lessee and Lessee more than one Rent payment is made by Lessee in advance, the agrees to lease from Lessor the equipment;software,fixtures, personal second(and any other advance Rent payment)shall be applied to rental property and/or other property described in each schedule("Equipment payments scheduled under the Lease in inverse order of maturity. Schedule') from time to time signed by Lessor and Lessee that Should Lessee fail to pay any part of any Rent within 10 days of its due incorporates this Master Lease by reference (such property together date,Lessor shall(a)impose a late charge equal to 5%of the amount of with all replacements,repairs,additions and accessions thereto being the late payment,and(b)commencing 30 days after any such payment referred to herein as the"Equipment").Each Equipment Schedule that is due under the Lease, assess interest on such delinquent payment incorporates this Master Lease is sometimes hereinafter referred to as a until paid at the rate of 1.5%per month. However, if such late charge "Lease." Each Lease shall constitute an agreement separate and and/or interest exceeds the maximum amount of interest permitted by distinct from this Master Lease and any other Lease. In the event of a applicable law, such excess shall be reduced to the maximum rate conflict between the terms and conditions of an Equipment Schedule permitted by law. IF THE LEASE IS REPLACING AN EXISTING and the terms and conditions of this Master Lease, the terms and LEASE,THE NEW RENT PAYMENT WILL INCLUDE THE BALANCE conditions of the Equipment Schedule shag govem,..but only with OF THAT LEASE AND RESULT IN A GREATER AGGREGATE COST respect to the corresponding Lease. TO LESSEE. 2. TERM. The obligations of the parties shag commence upon the full 4. NET LEASE;RENT PAYMENTS ABSOLUTE. Each Lease is a net execution of this Master 1,ease and shall continue until each party has lease and Lessee's obligations to pay Rent in full when due are absolute satisfied their respective obligations in this Master Lease and under and unconditional and shall not be subject to any abatement,reduction, each Lease. The"Lease Term"for each Lease shall commence on the set off,counterclaim,recoupment,defense or other right which Lessee date Lessee accepts the Equipment by executing a Delivery and may have or assert against Lessor,the supplier of the Equipment or any Acceptance Certificate ("Commencement Date") and, unless other person or entity. terminated earlier as provided in the Lease, shall continue for the number of months specified in the Equipment Schedule from the first 5. DELIVERY AND INSTALLATION. Lessee will select the Equipment Rental Due Date (as defined below). If the Equipment Schedule to meet its specifications and,in reliance thereon,Lessor will order such provides for a Renewal Option, the Lease Term shall include any Equipment from the supplier(s)specified by Lessee or, if Lessee has Renewal Terms)selected by the Lessee and/or any other extension as previously entered into a purchase order or supply contract, such provided in the Lease. purchase order or supply contract shall be deemed assigned to Lessor upon execution of the relevant Equipment Schedule. Upon delivery 3. RENT;ADJUSTMENTS. Lessee agrees to pay Lessor rent for the and acceptance by Lessee of the Equipment designated in an Equipment. In the amount specified in the Equipment Schedule Equipment Schedule, Lessee will execute and deliver to Lessor a ("Rent"), due and.payable on each Rental Due Dale during the Lease Delivery and Acceptance Certificate. Lessee shall make all delivery Term without notice or demand, and any other charges, advances or arrangements with each supplier and,at Lessee's expense,will pay all reimbursements due Lessor pursuant to the Lease,due upon demand transportation, packing, taxes, duties, installation, testing and other by Lessor from time to time. Lessee further agrees to pay Lessor,on charges in connection with the delivery, installation and acceptance of the first Rental Due Date,interim rent for ag partial first month doing the Equipment. Lessor shall have no liability to Lessee for delivery the Lease Tenn in an amount equal to 1/30r of the Rent for each day delays or failure of the supplier to deliver goods meeting the purchase from and including the Commencement Date to and excluding the first order specifications. Lessee is hereby authorized to act as Lessor's Rental Due Date.Unless otherwise set forth in the applicable Equipment agent in inspecting, accepting and rejecting delivery of Equipment, Schedule, the "Rental Due Date" means the 1' or 15"' day of the provided that all claims asserted by any supplier by reason of Lessee's calendar month as designated by Lessor. Lessee authorizes Lessor to rejection of any goods shall be Lessee's sole responsibility to defend, adjust the Rent payment up or down by not more than 15%if the total resolve and pay. amount paid by Lessor for the purchase,delivery and installation of the Equipment, including any trade�up and buyout amounts (the 'Total 6. DISCLAIMER OF WARRANTIES. Lessee acknowledges that Cash Price")differs from the originally estimated and documented price Lessor is not the manufacturer or supplier of the Equipment,and is not thereof. Lessee further authorizes Lessor to increase the Rent the agent of any such manufacturer or supplier. No representation or payment, if the Commencement Date occurs after the date Lessor promise made by any manufacturer or supplier of the Equipment will be proposed the relevant Lease to Lessee,to reflect any increase(i)from deemed made by or baling upon Lessor. LESSOR MAKES NO the date of such proposal and (11) to the Commencement Date in the EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF interest rate swaps("Swaps Rate")that most-closely approximates the ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT, term of such Lease(defermined as of the last day in the week ending INCLUDING BUT NOT LIMITED TO: THE MERCHANTABILITY OF prior to each of such dates). The Swaps Rate is published in the THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR Federal Reserve Statistical release H.15 and can be found at PURPOSE; THE DESIGN OR CONDITION OF THE EQUIPMENT; http://www.federalresem.,Qovlreleases/hIS/uj)datel. The Rent payment THE QUALITY, CAPACITY OR SUITABILITY OF THE EQUIPMENT; Wit be a fixed amount for the term of the Lease. All Rent shall be COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF payable to Lessor and delivered to Lessor's office or such other pace ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING as Lessor may designate in writing at any time. An advance Rent THERETO;PATENT OR COPYRIGHT INFRINGEMENT;OR LATENT payment shall be applied as the first Rent payment under the Lease. If DEFECTS,IT BEING AGREED THAT THE EQUIPMENT IS LEASED Master Equipment Lease Agreement-Golf and Turf V12 09DI2012 -AS IS"AND THAT ALL SUCH RISKS,AS BETWEEN LESSOR AND 12. RISK OF LOSS. Lessee is responsible for any loss, theft or LESSEE,ARE TO BE BORNE BY LESSEE AT ITS SOLE RISK AND destruction of,or damage to, the Equipment(collectively loss")from EXPENSE. Lessor will have no liability to Lessee or third parties for any any cause at all,whether or not insured,until H is delivered to Lessor at direct,indirect,special or consequential damages of any kind or nature the end of this Lease. Lessee Is required to make all Rent Payments arising out of this Master Lease, any Lease,or in connection with the even if there is a Loss. Lessee must notify Lessor in writing Immediately Equipment. of any Loss. Then, at Lessor's option,Lessee will either(a)repair the Equipment so that It is in good condition and working order,eligible for 7. ASSIGNMENT OF WARRANTY RIGHTS. Lessor hereby assigns to any manufacturers certification, (b) replace such Equipment with like Lessee, for the Lease Term, any manufacturers andlor suppliers equipment in good repair, condition and working order acceptable to warranties with respect to the Equipment and,provided no Default has Lessor,with clear title to such replacement equipment vested in Lessor, occurred and remains uncured, Lessee is hereby authorized to enforce or(c)pay Lessor the amounts specified In Section 19 below. such warranties,in Its name,at Lessee's sole expense. 13. MAINTENANCE, REPAIRS AND ALTERATIONS. Terms and 8. TITLE.Title to the Equipment shall remain solely with Lessor. No conditions regarding maintenance and repairs shall be set forth in the right,title or interest in or to the Equipment shall pass to Lessee other Addenda to the Equipment Schedules to this Master Lease. than the right to possess and use the Equipment for the Lease Term and such transfer is condl0oned upon Lessee's compliance with the 14. INSURANCE. Lessee shall provide and maintain at its expense(a) terms and conditions of the Lease. Lessee,at its expense,will defend property Insurance against the loss, theft or destruction of,or damage Lessors title to the Equipment and will keep the Equipment free from all to,the Equipment for its full replacement value,naming Lessor as loss claims, liens, encumbrances and legal processes of Lessee's creditors payee, and(b) public liability insurance In a minimum amount of one and other parties,except for those claims created by or through Lessor. million dollars and third party property Insurance, in each instance At Lessors request,Lessee shall affix identification plates or markings naming Lessor as an additional insured. Lessee shall provide to Lessor to the Equipment clearly indicating Lessors ownership. If any Lease is certificates a other evidence of such insurance when requested. Such deemed to be a lease Intended for security, to secure Lessee's insurance will be in a form,amount(Including the minimum amount for obligations under such Lease and under all other indebtedness at any public liability insurance stated above)and with companies acceptable time awing by Lessee to Lessor,Lessee grants to Lessor a fast priority to Lessor, and will provide that Lessor will be given 30 days advance security interest in the Equipment subject to such Lease and any and all notice of any cancellation or material change of such Insurance. Lessor proceeds from the use, rental or sale of such Equipment. LESSEE reserves the right to reject Lessee's insurance carder for reasonable IRREVOCABLY AUTHORIZES LESSOR TO FILE A COPY OF THIS cause. IF LESSEE DOES NOT GIVE LESSOR EVIDENCE OF LEASE AND/OR ANY OTHER DOCUMENT AS A FINANCING INSURANCE ACCEPTABLE TO LESSOR,LESSOR HAS THE RIGHT, STATEMENT AND APPOINT LESSOR OR ITS DESIGNEE AS BUT NOT THE OBLIGATION, TO OBTAIN INSURANCE COVERING LESSEE'S ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON LESSOR'S INTEREST IN THE EQUIPMENT FOR THE TERM OF THIS LESSEE'S BEHALF, IF REQUIRED,SUCH FINANCING STATEMENTS LEASE, INCLUDING ANY RENEWAL OR EXTENSIONS. LESSOR COVERING THE EQUIPMENT AS LESSOR MAY DEEM NECESSARY MAY ADD THE COSTS OF ACQUIRING AND MAINTAINING SUCH AND REIMBURSE LESSOR FOR COST OF SUCH FILINGS AND LIEN INSURANCE AND LESSOR'S FEES FOR LESSOR'S SERVICES IN SEARCHES. PLACING AND MAINTAINING SUCH INSURANCE (COLLECTIVELY, "INSURANCE CHARGE"), ON WHICH LESSOR MAY EARN A 9. PERSONAL PROPERTY. All Items of Equipment shall at all times PROFIT, TO THE AMOUNTS DUE FROM LESSEE UNDER THIS be and remain personal property notwithstanding that any such LEASE. Such insurance may duplicate coverage provided under Equipment may now or hereafter be affixed to really. Lessee, at its Lessee's existing policy. Lessee will pay the Insurance Charge in equal expense, shall obtain all such waivers as Lessor may reasonably installments allocated to the remaining Rent payments. Nothing in this require to assure Lessors titre and interest in, access to and right to Lease will create an insurance relationship of any type between Lessor remove the Equipment. and any other person. Lessee acknowledges that Lessor is not required to secure or maintain any insurance, and Lessor will not be liable to 10. USE, LOCATION AND INSPECTION OF EQUIPMENT. So long Lessee If Lessor terminates any insurance coverage that Lessor as Lessee is not In Default under the Lease,Lessee shall be entitled to arranges. Lessee hereby appoints Lessor as Lessee's attomey-in-fact possess and use the Equipment for its business purposes in conformity to make claims for, receive payment of, and execute and endorse all with all applicable laws,ordinances,regulations,the requirements of all documents,checks,or drafts issued with respect to any Loss under any applicable insurance policies and of any applicable manufacturers or Insurance policy relating to the Equipment. suppliers warranties. Lessee shall bear all costs in connection with the operation and maintenance of the Equipment The Equipment shag be 15. RETURN OF EQUIPMENT. Upon expiration, cancellation or delivered, at Lessee's direction and responsibility, to the location termination of the Lease Tern,or upon Lessors demand after a Default, specified in the Equipment Schedule and shall not thereafter be all,but not less than all,of the Equipment shall be immediately returned removed from such location without the advance written consent of to Lessor as provided herein unless (a) Lessee has exercised a Lessor. Lessor shall have the right from time to time during Lessee's purchase option provided hereunder or(b)Lessor has requested that normal business hours to enter upon Lessee's premises or elsewhere Lessee provide temporary on-site storage, after which the Equipment for the purpose of confirming the existence, condition or proper shall be returned to Lessor.The return terms and conditions shall be set maintenance of the Equipment. Lessee shall not,except with Lessor's forth in the Addenda to the Equipment Schedules to this Master Lease. prior written consent, part with possession or control of the Equipment or dispose of or encumber any Interest in the Equipment or under the 16. PURCHASE AND RENEWAL OPTIONS. If no Default exists under Lease. a Lease, Lessee will have the option at the end of the Lease Term or any Renewal Term to purchase all (but not less than all) of the 11. TAXES AND FEES. Lessee will pay all excise taxes,sales and use Equipment at the Purchase Option price shown on the front of the taxes, personal property taxes, and all other taxes and charges which Equipment Schedule, plus any applicable taxes. Unless the Purchase may be imposed by any governmental entity during the term of this Option price is$1.00,Lessee must give Lessor at least 90 days written Lease, arising from the use, acquisition, ownership or leasing of the notice before the end of the initial Lease Term that Lessee will purchase Equipment, whether due before or after termination of the Lease. the.Equipment or that Lessee will return the Equipment to Lessor. If Lessee will reimburse Lessor for all administrative costs associated with Lessee does not give Lessor such written notice or If Lessee does not the preparation, filing, payment, and other costs necessary to properly purchase or deliver the Equipment in accordance with the terms and administer taxes associated with the Equipment. Where required,by conditons of the Lease, the Lease will automatically renew for law,Lessor will file the personal property tax returns with respect to the consecutive terms of three(3)months each until Lessee provides such Equipment,and Lessee shall pay Lessor in advance,and at the time(s) notice and delivers the Equipment to Lessor. During such renswai(s) Lessor requires, the taxes that Lessor anticipates vdll be due during the the Rent payment will remain the same. Lessor may cancel an year. automatic renewal farm by sending Lessee written notice 30 days prior to such renewal term. If the Fair Market Value Purchase Option has been selected,Lessor will use its reasonable judgment to determine the Master Equipment Lease Agreement-Golf and Turf V12 09012012 Equipment's in use and in place fair market value. If Lessee does not 18. EVENTS OF DEFAULT.Each of the following is a"Default"under agree with Lessor's determination of the Equipment's fair market value, this Lease: (a) Lessee falls to pay any Rent payment or any other the fair market value(in use and in place)will be determined at Lessee's payment within 10 days of Its due date:(b)Lessee fails to perform any expense by an independent appraiser selected by Lessor. Upon of its other obligations under this Lease.or in any other agreement now payment of the Purchase Option price, plus applicable taxes, Lessor existing or hereafter made with Lessor or with any of Lessor's affiliates shall transfer its interest in the Equipment to Lessee "AS IS,WHERE and such failure continues for 10 days after Lessor notifes Lessee of it; IS"without any representation or warranty whatsoever and this Lease (c) Lessee becomes insolvent or is dissolved, or Lessee assigns its will terminate. With respect to Items of Equipment consisting of assets for the benefit of its creditors, or enters (voluntarily or software,Lessee's right to continue use such software will be subject to involuntarily) any bankruptcy or reorganization proceeding; (d) any the applicable license agreement. guarantor of this Lease ("Guarantor') dies, does not perform its obligations under the guaranty or any other agreement,now existing or 17. INDEMNIFICATION.Lessee assumes liability for and agrees at its hereafter made with Lessor,or becomes subject to one of the events own expense to indemnify, hold harmless and defend Lessor and any listed in clause (b) or (c) above; (a) Lessee or any Guarantor assignee, and their respective employees and agents (each an consolidates with, merges with or into, or conveys or leases all or a "Indemnitee'), from and against any and all claims, liabilities, losses, substantial part of its assets to any person or engages in any other form damages, and expenses(including attomeys fees and legal expenses of reorganization,or there is a change in the legal structure of Lessee or _ and Lessor's internal administration costs) of every kind or nature any Guarantor,in each case which results,in the sole opinion of Lessor, arising out of or in correction with: (a)the Lease, including but not in a material adverse change in Lessee's or such Guarantor's ability to limited to, any breach of a representation or warranty, a Default (as perform its obligations under the Lease or any Guaranty,respectively,or defined hereinafter) and/or proceeding In bankruptcy with respect -there is otherwise a change In control of Lessee or any Guarantor; (f) thereto; (b)the ordering, purchase, delivery, installation, ownership, Lessee or Guarantor makes or gives any false or misleading selection, possession leasing, operation, use, maintenance, representations or warranties at anytime or in any manner in connection transportation and return of the Equipment(Including latent and other with the Lease;(g) Lessee or any Guarantor shall be in default under defects, whether or not discoverable by Lessee or Lessor); (c) any any obligation for the payment of borrowed money or the deferred claims based on strict cat liability or warranty and any claim for patent, purchase pdce of,or for the payment of any rent due with respect to, trademark or copyright infringement, (d) any claim relating to any any real or personal property. A Default with respect to any Equipment Interruptions of service,loss of business or consequential damages,and Schedule shall constitute a Default for all Equipment Schedules and all (a) any data Lessee has stored within the Equipment (collectively, other agreements with Lessor and its affiliates. *Claims'). Lessee shag not be required to indemnify an Indemnitee against Claims to the extent such Claims result directly from the actual, 19. REMEDIES. If a Default occurs,Lessor may do one or more of the but not imputed, gross negligence or willful misconduct of such following: (a) Lessor may cancel or terminate this Lease or any or all Indemnitee. Lessee shall,at its own cost and expense,defend any and other agreements that Lessor has entered into with Lessee;(b)Lessor all Claims which may be brought against any Indemnitee,either alone or may require Lessee to immediately pay Lessor, as compensation for In conjunction with others upon any such liability or claim or claims and loss of Lessor's bargain and not as a penalty, a sum equal to 0) all shall satisfy, pay and discharge any and all judgments and fines that Unpaid Rent payments for the remainder of the tens plus Lassoes may be recovered against any Indemnitee in any such action or actions. anticipated residual interest in the Equipment, If applicable,discounted If the Purchase Option shown on the front of any Equipment Schedule to present value at a simple interest rate par annum equal to the the to this Lease is other than a nominal purchase option, than Lessee discount rate of the Federal Reserve Bank of New York on the acknowledges that Rental Payments are calculated on the assumption Commencement Date of the Lease, plus (ii)all other amounts due or that Lessor will realize certain income tax benefits Under state and that become due under this Lease; (c)Lessor may require Lessee to federal law as the owner of the Equipment and the Lessor under this deliver the Equipment to Lessor as set forth herein and terminate use of Lease. As used herein a 'Tax Benefit Loss" shall mean (1) the any software component of the Equipment;(d)Lessor or Its agent may Lessor's loss of or loss of the right to claim or recapture all of or any peacefully repossess the Equipment without court order and Lessee will part of the federal or state income tax benefits Lessor anticipated as a not make any claims against Lessor for damages or trespass or any result of entering into this Lease and owning the Equipment or (2) other reason;and(a)remedy such Default,including making repairs or taxes incurred by Lessor as a result of the inclusion in Lessor's modifications to the Equipment,for the account and expense of Lessee, Income for federal or state Income tax purposes of any amount other and Lessee agrees to reimburse Lessor for all of Lessor's costs and than Rental Payments hereunder due to any modification of the expenses; (f) apply any deposit or other cash collateral or sale or Equipment,other action or failure to act by Lessee. If Lessor suffers a remarketing proceeds of the Equipment at any time to reduce any Tax Benefit Loss for any reason other than (1) Lessor's sale of the amounts due to Lessor; and (g) exercise any other right or remedy Equipment other than due to a Default, (ii)failure of Lessor to have which may be available to Lessor under applicable law. Notice of sufficient income to utilize its anticipated tax benefits or failure to claim Lessor's intention to accelerate, notice of acceleration, notice of such tax benefits in a timely manner or (III) a change in tax law nonpayment, presentment, protest, notice of dishonor, or any other (Including a change in tax rates)that becomes effective after the date notice whatsoever are hereby waived by Lessee and any Guarantor. of this Lease, then Lessee shall pay to Lessor a lump sum amount Interest on all unpaid balances more than thirty days past due shall that, after the payment of all federal, state and local taxes and using accrue at the lesser of 1.5%per month,or the maximum rate allowed by the same assumptions as to tax benefits and other matters Lessor law,until paid in full. The exercise of any of the foregoing remedies by used in originally calculating the Rental Payments will, in Lessor's Lessor will not constitute a termination or cancellation of the Lease reasonable opinion, maintain Lessor's net after-tax rate of return and unless Lessor so notifies Lessee in writing. At any sale of the cash flows with respect to this Lease as they would have been Equipment pursuant to this Section 19, Lessor may bid for the enjoyed if such Tax Benefits Loss had not occurred. Lessor will notify Equipment. Notice required, if any, of any sale or other disposition Lessee of any claim that may give rise to indemnification under this hereunder by Lessor shag be satisfied by the mailing of such notice to paragraph but will be under no obligation to contest any such claim. Lessee at least ten(10)days prior to such sale or other disposition. In In any event, Lessor shall control all aspects of any settlement and the event Lessor takes possession and disposes of the Equipment,the contest and, whether such contest is successful or not, Lessee shall proceeds of promptly pay all legal fees and other out-of-pocket expenses incurred any such disposition shall be applied in the following order: (i)to all of by Lessor in defending such claim. For purposes of this paragraph, Lessor's costs, charges and expenses incurred in taking, removing, the term "Lessor" Includes any member of an affiliated group which holding,repairing and selling or leasing the Equipment and/or otherwise Lessor is or may become a member of in the event that consolidated enforcing Lessor's rights hereunder,(li)to the extent not previously paid tax returns are filed for such affiliated group for federal income tax by Lessee,to pay Lessor for any amounts then remaining unpaid under purposes. the Lease; (III) to mimburse Lessee for any sums previously paid by Lessee as damages hereunder; and (iv) the balance, if any, shall be The indemnification provisions of this Section 17 shall continue in full retained by Lessor. Lessee will remain liable for any amounts that force and effect notwithstanding the expiration or other termination of remain due after Lessor has applied such net proceeds.Termination of this Master Lease or any Lease, a Lease under this Section 19 shag not affect Lessee's duty to perform Lessee's obligations under such Lease to Lessor in full. Lessee agrees Master Equipment Lease Agreement-Golf and Turf V12 09012012 to reimburse Lessor on demand for any and all costs and expenses for such fiscal year prepared by an independent certified public Incurred by Lessor in enforcing its rights and remedies hereunder accountant and(b)within forty-five(45)days after the end of each fiscal following the occurrence of a Default-inducing, without limitation, quarter,the uteri financial statements of Lessee as at the end of such reasonable attorneys fees,the costs of repossession,storage,insuring, fiscal period,including a balance sheet and income statement,all prepared m4etting, selling and disposing of any and all Equipment, all pre- in accordance with generally accepted accounting principles consistently judgment and post-judgment actions taken by Lessor and all actions applied,unaudited but certified to be true and accurate,subject to normal taken by Lessor in any bankruptcy proceeding involving the Lessee,the year-end adjustments,by Lessee's principal executive officer or its principal Equipment ardlor any Guarantor and Lessors internal administration financial officer. In addition,Lessee shall promptly Inform Lessor of any costs. Lessors remedies under the Lease shall not be deemed Default(as defined herein) or any events or changes in the financial exclusive, but each shall be cumulative and in addition to any other condition of the Lessee which may result in a material adverse change remedy referred to above or otherwse available at law or equity. in Lessee's financial condition;and Waiver of any default or breach of the Lease shag not be construed as a waiver of subsequent or continuing defaults or breaches. (1) Lessee wit not change is state of incorporation or organization or its name as it appears in official filings in the state of is incorporation or 20. LESSEES REPRESENTATIONS, WARRANTIES AND organization without giving Lessor at least 10 days prior written notice. COVENANTS. Lessee hereby represents,warrants and covenants to Lessor that with respect to this Master Lease and each Equipment 21. ASSIGNMENT. LESSEE MAY NOT ASSIGN,SELL,TRANSFER Schedule executed hereunder. OR SUBLEASE THE EQUIPMENT OR ITS INTEREST IN THIS LEASE. Lessor may,without notifying Lessee,sell,assign,or transfer this Lease (a) If Lessee is a corporation, partnership or other business entity, and Lessors rights to the Equipment. Lessee agrees that the new Lessee(1)is duly organized,validly existing and in good standing under owner will have the same rights and benefits that Lessor has now under the laws of Its state of organization, (ill)Is qualified to do business in this Lease but rat Lessor's obligations.The rights of the new owner will every jurisdiction in which such qualification is necessary and where the not be subject to any claim, defense or setoff that Lessee may have Equipment Is located, (fit) has the power and authority to own Its against Lessor. Upon request, Lessee will acknowledge in writing its properties and carry on its business as now being conducted and to receipt of notice of any such assignment. execute and perform this Master Lease and each Lease.and (Iv)has duly authorized the execution,delivery and performance of this Master 22. SEVERABILITY. Any provision of this Master Lease or any Lease Lease and each Lease; which is prohibited or unenforceable in any jurisdiction shall,as to such jurisdiction, be ineffective to the extent of such prohibition and (b)No approval is required from any regulatory body,board,authority or unenforceable without invalidating the remaining provisions hereof. To commission,nor from any other administrative or governmental agency the extent permitted by applicable law, Lessee hereby waives any with respect to the execution and performance of this Master Lease or provision of law that prohibits or renders unenforceable any provisions any Lease,or if required,such approval has been obtained; hereof in any respect (c)This Master Lease and each Lease ronstitutes the legal,valid and 23. NOTICES. All notices, reports, demands and other documents binding obligation of Lessee, enforceable in accordance with its terms, provided for herein shall be deemed to have been given or made when and the execution,delivery and performance hereof by Lessee will not sent by first class certified mail,return receipt requested or delivered by violate any provision of any law,any order of any court or of any other a nationallytecognized overnight courier, addressed to Lessor or agency of government,or any indenture,agreement or other Instrument Lessee at their respective addresses set forth in the heading to this to which Lessee or any Guarantor is apathy, or by or under which Master Lease or such other addresses as either of the parties hereto Lessee or any Guarantor is bound, or be in conflict with, result in a may designate in writing to the other from time to time for such purpose. breach of,or constitute(with due notice andfor lapse of fime)a default under any such indenture,agreement or other instrument 24. AMENDMENTS; WAIVERS; FAX SIGNATURES; MISCELLANEOUS. This Master Lease and the Equipment Schedules (d)All balance sheets,statemer s of profit and loss and other financial executed by Lessor and Lessee constitute the entire agreement data that have been delivered to Lessor with respect to Lessee or any between Lessor and Lessee with respect to the Equipment. No term or Guarantor (1) are complete and correct in all material respects, (ill) provision of any Lease may be changed, waived, amended or accurately present the financial condition of Lessee and such Guarantor terminated except by a written agreement signed by both Lessor and as of the date,and the results of its operations for the periods for which, Lessee, except that Lessor may insert certain information in the the same have been fumished, and (III) have been prepared in Equipment Schedules to conform to facts indicated.in the applicable accordance with generally accepted accounting principles consistently Delivery&Acceptance Certificates, including complete descriptions of followed throughout the periods covered thereby; all balance sheets Equipment,serial numbers and costs and consequential adjustments to disclose all known liabilities,direct and contingent,as of their respective the Rent, and to correct obvious mistakes. Lessee agrees to pay dates;and there has been no change in the condition of lessee or any Lessor an origination fee,in the amount set forth on the invoice or other Guarantor, financial or otherwise, since the date of the most recent statement of account accompanying the Equipment Schedule,due and financial statements delivered to Lessor with respect to Lessee and payable at the first Rental Due Date. It is the express intent of the such Guarantor,other than changes in the ordinary course of business, parties not to violate any applicable usury laws or to exceed the none of which changes has been materially adverse; maximum amount of interest permitted to be charged or collected under applicable law, and any such excess payment will be applied to Rent (e)No mortgage,deed of trust or other lien of any nature whatsoever payments in inverse order of maturity,and any remaining amounts will which now covers or affects,or which may hereafter cover or affect,any be refunded to Lessee. If more than one Lessee has signed the Lease, property or interest therein of the Lessee,now attaches or hereafter will each of the Lessees shall be jointly and severally liable for performing attach to the Equipment or in any manner affects or will affect adversely all of the obligations and duties under the Lease. A fax version of Lessors right,title and Interest therein; Lessee's signature on the Lease shall be binding upon Lessee as if originally signed; however, the Lease shall be binding upon Lessor (f)There are no suits or proceedings pending, or to the knowledge of when signed by Lessor. Lessor and Lessee agree that the version of Lessee, threatened, in any court or before any regulatory commission, the Lease with the Lessor's original signature shall constitute the board or other administrative governmental agency against or affecting original authoritative version. Lessee or any Guarantor, which will have a material adverse effect on the financial condition or business of Lessee or such Guarantor; 25. UCC ARTICLE 2A; GOVERNING LAW, WAIVERS AND JURISDICTION. Each Lease shall be governed by and interpreted (g) All information concerning the financial condition and business under the internal laws of the State of California. If Article 2A of the operation of Lessee submitted to Lessor pursuant to this Master Lease UCC is applicable to the Lease,the Lease will be considered a"finance or any Equipment Schedule shall be true and cored; lease" as that term is defined therein. Lessee acknowledges that Lessee either has a) reviewed approved and received a copy of the (h)Lessee will furnish Lessor(a)within one hundred twenty(120)days supply contract or purchase order or b)received from Lessor the identity, after the end of each fiscal year,a copy of Lessee's financial statements of the supplier, been informed that Lessee has certain rights under the Master Equipment Lease Agreement-Gcif and Turf V12 09012012 supply contrad.or pumbase order, and that.Lessee may nomad the LESSOR. LESSEE HEREBY IRREVOCABLY SUBMITS GENERALLY supplier fora description of those rights.Lessee waives all rights and AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH remadles under UCC Session 2A=506 through 2A•622,Including,but-not COURT $D ELECTED BY LESSOR IN RELATION TO SUCH gmited to(1)any right to repudiate or cancel the Lease,(2)any right to MATTERS. FURTHER, IN ANY LITIGATION ARISING UNDER ANY reject tender of the Equipment or to revoke acceptance of the LEASE,LESSEE VOLUNTARILY WAVES ANY RIGHT IT MAY HAVE Equipmenf,(3)any riot to recover damages for breech ofwarranty; TO A TRIAL.6Y JURY. Far security purposes and to help the and(4)any right to deduct damages resulting from Lessors default from governmeitt fight terrorism and money laundering activities,Federal law any:amount owing under the Lease. Lessee agrees that if there is a requires all financial institutions to obtain,verify,and record information coni id between the Lease and any provision under.Article 2A of the thatIdentifies each Individual or commercial entity that enters into a UCC,Code,the termsofthe Lease shall prevail. customer relationship with the financial institution. For this reason, Lessor may request the followingidentifying information: name, IF THE LESSOR OR ITS .ASSIGNEE SHALL COMMENCE ANY address,date-.of'birth, Lessor may also ask other questions or request JUDICIAL PROCEEDING IN RELATION TO ANY MATTER.ARISING :other documents meant to verify LBSSOWS Individual Or Commercial UNDER A LEASE, LESSEE IRREVOCABLY AGREES THAT ANY identify. SUCH MATTER MAY BE ADJUDGED OR DETERMINED IN ANY COURT OR COURTS IN THE STATE OF LESSORS OR n 26, PARTIES, The provisions of this Master Lea" shall be binding ASSIGNEE'S PRINCIPAL PLACE OF BUSINESS, OR ANY COURT upon, and inure to the benefit of, the assigns, representatives and OR COURTS IN THE LESSEES STATE OF RESIDENCE.OR IN ANY sucoessors of the Lessor and Lessee. OTHER COURT HAVING JURISDICTION OVER THE LESSEE OR THE LESSEE'S ASSETS ALL AT THE SOLE DISCRETION OF THE IN WITNESS:WHEREOF, Lessor and Lessee have each caused thisMaster Lease to be duty executed, as:of the date indicated in the heading to this Master Lease. CITY OF PALM SPRINGS,CALIFORNIA MIA TAHQUITZ CREEK GOLF RESORT EVERBANK COMMERCIAL FINANCE, INC. All IF Lessor L X X B Ely DAVtQ'.REAQY Print Name Print Name CITY MANAGER PrintT)Ie Print Title November 4,2012 Date Date APPROVED BY CITY COUNCIL l� t1•a W' rxlo*i ATTEST; tin +� e Clerk Master Equipment Lease Agreement-Golf and Turf V12 09012012 supply contract or purchase order, and that Lessee may contact the LESSOR. LESSEE HEREBY IRREVOCABLY SUBMITS GENERALLY supplier for a description of those rights. Lessee waives all rights and AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH remedies under UCC Section 2A-506 through 2A-522,including,but not COURT SO ELECTED BY LESSOR IN RELATION TO SUCH limited to(1)any right to repudiate or cancel the Lease;(2)any right to MATTERS. FURTHER, IN ANY LITIGATION ARISING UNDER ANY reject tender of the Equipment or to revoke acceptance of the LEASE, LESSEE VOLUNTARILY WAIVES ANY RIGHT IT MAY HAVE Equipment;(3)any right to recover damages for any breach of warranty; TO A TRIAL BY JURY. For security purposes and to help the and(4)any right to deduct damages resulting from Lessor's default from government fight terrorism and money laundering activities.Federal law any amount owing under the Lease. Lessee agrees that if there is a requires all financial institutions to obtain,verify,and record information conflict between the Lease and any provision under Article 2A of the that identifies each individual or commercial entity that enters into a UCC Code,the terms of the Lease shall prevail. customer relationship with the financial institution. For this reason. Lessor may request the following identifying information: name, IF THE LESSOR OR ITS ASSIGNEE SHALL COMMENCE ANY address,date of birth. Lessor may also ask other questions or request JUDICIAL PROCEEDING IN RELATION TO ANY MATTER ARISING other documents meant to verify Lessee's Individual or commercial UNDER A LEASE, LESSEE IRREVOCABLY AGREES THAT ANY identity. SUCH MATTER MAY BE ADJUDGED OR DETERMINED IN ANY COURT OR COURTS IN THE STATE OF LESSOR'S OR ITS 26. PARTIES. The provisions of this Master Lease shall be binding ASSIGNEE'S PRINCIPAL PLACE OF BUSINESS, OR ANY COURT upon, and inure to the benefit of, the assigns, representatives and OR COURTS IN THE LESSEE'S STATE OF RESIDENCE,OR IN ANY successors of the Lessor and Lessee. OTHER COURT HAVING JURISDICTION OVER THE LESSEE OR THE LESSEE'S ASSETS, ALL AT THE SOLE DISCRETION OF THE IN WITNESS WHEREOF, Lessor and Lessee have each caused this Master Lease to be duly executed, as of the date indicated in the heading to this Master Lease. CITY OF PALM SPRINGS, CALIFORNIA DIBIA TAHQUITZ CREEK GOLF RESORT EVERBANK COMMERCIAL FINANCE, INC. n, � . Lessor � . C X By Joff1=110 I� f(5lf_-- - By - -- — -- - Operations- Team I Paler DAVID READY _ — Print Name Print Name CITY MANAGER Print Title /Y Print Title 14- J e2!�. _ November B.2012 — Date Date Master Erulpment Lease Agreement-Golf and Turf V12 09012012 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Mot Fpersonally nia vvt5Ct 2ehs before me, OC' c imb� gf pia- ij, t Here Insert ma a TMIe of th Officer ared 1� r4 N 22 049 w ame(s)of Sigrier(s) who proved to me on the basis of satisfactory evidence to be the persons) whose name(s} isi subscribed to the within instrument and acknowledged to me that he/sheAh" executed the same in his/her/their authorized capacity#*, and that by hislll w eir signature(s) on the instrument the 0•OTJM person(s), or the entity upon behalf of which the *1961163 dOwperson(s) acted, executed the instrument. Cow iAcV I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Od f Cam, 1 Puce Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: n^,0.S A,e r Sc tom, n fw-e� I_eaiz.A- Jjgen atg.t'D Document Date: (1 o u2- be.: Q, a-a t a- Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Individual ❑Individual ❑ Partner—❑Limited ❑General Top of thumb here ❑Partner—❑Limited ❑General Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator © Other: /-,Al n1\.'�'i ❑Other: Signer Is Representing: Signer Is Representing: i 4 n 0 21309 National Notary Association•NationalNotary.ory•1-800-US NOTARY(1-800-8766827) Item tt5907 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) SS. City of Palm Springs ) On December 6, 2012, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me and that he executed the same in his/her official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 6th day of December, 2012: ♦��p A`M S'09 iy a f! N e� 'CQtfORM�P. Signature: SON =-_.... AMES THOMP CITY CLERK City of Palm Springs, California Title or Type of Document: MASTER EQUIPMENT LEASE AGREEMENT EverBank Commercial Finance, Inc. ADDENDUM TO MASTER EQUIPMENT LEASE AGREEMENT EverBank Commercial Finance Lessee Name: City of Palm springs.California d/b/a Tahouitz Creek Golf Resort Lease Number: 40911004 Lessee Address: 1885 Golf Club Way,Palm Springs,CA This Addendum supplements the provisions of the Lease Agreement (consisting of the Master Equipment and Lease Agreement Number 40911004,dated November 8,2012,and Equipment Schedule No.40912004)("Lease"). The Lessor and the Lessee make this Addendum an integral part of the Lease. Capitalized terms used in this Addendum that are not defined will have the meanings specified In the Lease. For the purposes of this Addendum, the term "you"or"your"refers to the City of Palm Springs,and the term"we," "us," or"our" refers to EverBank Commercial Finance,Inc If there is any conflict between the lease and this Addendum,then this Addendum will control and prevail. I. Funding Intent. You reasonably believe that funds from the City's Legends and Resort Golf Courses ("Facilities") operations are sufficient to make all lease Payments and other payments during the term of this Lease. You affirm that funds from Facilities operations are available for your current fiscal year obligations due prior.to June 30, 2013 pursuant to the Lease. You and we agree that your obligations to make Lease Payments under this Lease is subject annual appropriation and will not be interpreted to be a debt in violation of applicable law or constitutional limitations or requirements. Nothing contained in this Lease will be interpreted as a pledge of your general tax revenues,funds,or moneys. 2. Use of Equipment. The Equipment will be operated and controlled by you and will be used for essential government purposes and will be essential for the term of this Lease. 3. Insurance and Notice of Cancellation of insurance. You at your option may be self-insured for a portion of the insurance requirements under the Lease. You will provide certificates of insurance as otherwise generally required under the provisions of Section 14 of the Lease and these certificates will require that each insurer will provide us with 30 days advance notice of any cancellation or material change of such insurance. 4. Approvals. You warrant that you have taken the necessary steps, including any legal bid requirements under applicable law,to arrange for the acquisition of the Equipment. The approval and execution of the Lease and all related documents have been in accordance with all applicable open meeting laws and that a resolution of your City Council authorizing execution of the Lease has been duly adopted and remains in full force and effect. S. Non-Appropriation of Funds. If sufficient funds are not appropriated and budgeted by your City Council in any fiscal year for lease Payments or other payments due under this Lease,this Lease will terminate as of the last day of your fiscal year for which funds for Lease Payments are available. You will give us written notice within fifteen (15)days of the occurrence of such non-appropriation. Such termination is without any expense, penalty, of liability of any kind, except for the portions of the Lease Payments and those expenses associated with your return of the Equipment In accordance with Section 3 of the Lease for which funds have been budgeted and appropriated or are otherwise legally available. You agree that,to the extent permitted by law that(1)you will not terminate this Lease if any funds are appropriated by you or to you for the acquisition or use of equipment or services performing similar functions to the Equipment during your fiscal year in which such termination would occur and (2) you will not spend or commit funds for the acquisition or use of equipment or services performing functions similar to the Equipment until the fiscal year following the fiscal year for which funds were first not available for the Lease payments. 6. Indemnity. In lieu of the provisions of Section 17 of the Lease in Its entirety and which shall be of no force and effect for the purpose of this Lease,you agree that you will defend us(using counsel approved by us)against all claims, liabilities, suits, tosses, and costs (including fees of counsel) relating to the Equipment or this lease, Including those arising from the manufacture, installation, maintenance, use, or ownership of the Equipment or any breach of a representation or warranty by you and You w81 promptly pay all such claims and costs as they arise. if we have title to the Equipment, you will reimburse us for any economic loss resulting from an adverse change in the recovery period(s) or the depreciation method(s)available for the Equipment. These Indemnities survive the termination or expiration of this Lease. 7. Remedies. In lieu of the provisions of Section 19 of the Lease in Its entirety and which shall be of no force and effect for the purpose of this Lease, you agree that immediately upon the occurrence of a default under the Lease or immediately after the last day of the fiscal period during which you have advised us of the occurrence of non-appropriation pursuant to Section 6 of this Addendum,we may terminate the Lease or your rights hereunder and in such event a)you shall pay to us all unpaid Rent Payments up to the first day of the non-appropriation period and b) repossess the Equipment under the Lease,which you agree,at your expense,to surrender promptly to us at the location as we will direct. You wilt permit us or our agents to enter the premises where the Equipment is located. In the event of any repossession,you will execute and deliver all documents required to transfer title(if applicable)to and possession of the Equipment under the affected Schedule to us, free and clear of all liens and security interests. Upon repossession, If any Equipment is damaged or otherwise made less suitable for the purposes for which It was manufactured than when delivered to you,you agree,at your option,to:(1)repair and restore the Equipment to the same condition in which It was received by you,and as set forth in Section 16 of the Lease,and at your expense,promptly return the Equipment to us to a location specified by us;or(2)pay to us the actual costs of the repair,restoration,and return. If we terminate the Lease as described herein or In the event of non-appropriation as provided in Section 6 of this Addendum and you continue to use the Equipment or if you otherwise refuse to pay rental payments due during a fiscal period for which your City Council has appropriated sufficient legally available funds to pay the rental payments,we wilt be entitled to bring an action at law or equity to recover damages attributable to the holdover period for the Equipment that you continue to use or to the remainder of the fiscal period for which the appropriations have been made. We will also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and ail other rights and remedies that may have at law or equity. No right or remedy conferred upon or reserved to us as provided in the Lease is exclusive of any right or remedy in the Lease or at law or in equity or otherwise provided or permitted. No waiver of or delay or omission in the exercise of any right or remedy as provided in the Lease or otherwise available to us will impair,affect, or be construed as a waiver of its rights thereafter to exercise the same. 8. Governing law and Place of Suit. in lieu of the provisions of the second paragraph of Section 2S of the Lease in its entirety and which shall be of no force and effect,You and we agree that in the event of any arbitration or litigation arising out of or relating to the Lease,or the breach or performance of it,any such arbitration shall be conducted in the Coachella Valley,California, and such litigation shall be flied in the Indio Branch of the Riverside County Superior Court In the State of California. Ad other terms and conditions of the Lease shall remain In fug force and effect CITY OF PALM SPRINGS,CALIFORNIA EVERBANK COMMERCIAL FINANCE INC. D B A TAHQUITZ CREEKF RESORT Lessor X . Authorized Signature AuthorizedSignature David Repdv CitvMar�a¢ r Print Name and Title Prim Name and Title November 8 2012 Date Date ATTEST: APPROVED BY CITY COUNCIL ,;;City Clerk (0 Al•\2 V,baYA including those arising from the manufacture, installation, maintenance, use, or ownership of the Equipment or any breach of a representation or warranty by you and You will promptly pay all such claims and costs as they arise. If we have title to the Equipment, you will reimburse us for any economic loss resulting from an adverse change in the recovery period(s) or the depreciation method(s) available for the Equipment. These indemnities survive the termination or expiration of this Lease. 7, Remedies. In lieu of the provisions of Section 19 of the Lease in its entirety and which shall be of no force and effect for the purpose of this Lease,you agree that immediately upon the occurrence of a default under the Lease or immediately after the last day of the fiscal period during which you have advised us of the occurrence of non-appropriation pursuant to Section 6 of this Addendum, we may terminate the Lease or your rights hereunder and in such event a) you shall pay to us all unpaid Rent Payments up to the first day of the non-appropriatlon period and b) repossess the Equipment under the Lease,which you agree,at your expense,to surrender promptly to us at the location as we will direct. You will permit us or our agents to enter the premises where the Equipment is located. In the event of any repossession,you will execute and deliver all documents required to transfer title(if applicable)to and possession of the Equipment under the affected Schedule to us, free and dear of all liens and security interests. Upon repossession, if any Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to you,you agree,at your option,to:(1) repair and restore the Equipment to the same condition in which it was received by you,and as set forth in Section 16 of the Lease,and at your expense,promptly return the Equipment to us to a location specified by us;or(2)pay to us the actual costs of the repair,restoration,and return. If we terminate the Lease as described herein or in the event of non-appropriation as provided in Section 6 of this Addendum and you continue to use the Equipment or if you otherwise refuse to pay rental payments due during a fiscal period for which your City Council has appropriated sufficient legally available funds to pay the rental payments,we will be entitled to bring an action at law or equity to recover damages attributable to the holdover period for the Equipment that you continue to use or to the remainder of the fiscal period for which the appropriations have been made. We will also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that may have at law or equity. No right or remedy conferred upon or reserved to us as provided in the Lease is exclusive of any right or remedy in the Lease or at law or in equity or otherwise provided or permitted. No waiver of or delay or omission in the exercise of any right or remedy as provided in the Lease or otherwise available to us will impair, affect, or be construed as a waiver of its rights thereafter to exercise the same. 8. Governing Law and Place of Suit. in lieu of the provisions of the second paragraph of Section 25 of the Lease in its entirety and which shall be of no force and effect,You and we agree that in the event of any arbitration or litigation arising out of or relating to the Lease,or the breach or performance of it,any such arbitration shall be conducted In the Coachella Valley,California, and such litigation shall be filed in the Indio Branch of the Riverside County Superior Court In the State of California. All other terms and conditions of the Lease shall remain in full force and effect. CITY OF PALM SPRINGS,CALIFORNIA EVERBANK COMMELCIAL FINANCE,—IN A T 1 CREEK F R Lessor X y— AuthorizedSignature Sheila Mahon Authorized Signature Team 6eader vid ReAdy,gityManager Print Name an a Prim Name and Title ��-�1 U j/a— �1 ovember 8 2012 Date Date CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Fr,e_m5 ia ec5 de . s, xla before me, 1� rF),cc w.6 c I a t . rJc�hltC HereInsert Name an itle o h Officerared 17 ok �,d (Z�d 4 ame(s)of Signer(s) , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(e) is/are- subscribed to the within instrument and acknowledged to me that he/speftkey- executed the same in his4wzi%heir authorized capacity(iee, and that by hisAaer, heir- signature(s) on the instrument the person(s), or the entity upon behalf of which the person(4 acted, executed the instrument. s.DTJW i 19611" 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing ownillift COW"C w.6 iws T paragraph is true and correct. WITNESS my hand and official seal. Signature:­6 (-) t l ,. ,- Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ) Description of Attached Document Title or Type of Document: A[a•✓➢Pr�-iu f�-a51z„ �P 0.s� o yw..a-.�} Document Date: (\ o ve-ly n S f qot) Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: i_"'n_.i•& iA SLc� Signer's Name: ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Individual ❑Individual ❑ Partner—❑Limited ❑General Top of thumb here ❑Partner—❑ Limited ❑General Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator ® Other: r I Other: Signer Is Representing: Signer Is Representing: k 0 2009 National Notary Association•NationalNotary.org•1-600-US NOTARY(1-800-8]6-682]) Item#6907 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) ss. City of Palm Springs ) On December 6, 2012, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me and that he executed the same in his/her official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 6th day of December, 2012: a�,FALM Sp9 iy O Y N 'YD.ro °g •C'O[/FOM1N�P Signature: AMES THOMPSON CITY CLERK City of Palm Springs, California Title or Type of Document: ADDENDUM TO MASTER EQUIPMENT LEASE AGREEMENT EverBank Commercial Finance, Inc. EverBank EQUIPMENT SCHEDULE OOMMEIRCIAL FrNAN E Master Equipment Lease Agreement Number: 40,911004 Dated: Novetiitber 8,2012 Equipment Schedule Number:40911004 Dated: November 8, 2012 Lessor: Everl3ank Commercial Finance, Inc. Lessee.City of Palm Springs, California dtbfa Tahquitz Creek Golf Resort This Equipment Schedule is entered ittio.pursuant to the Master Equipment Lease Agreement identified above(the"Master Lease"). All of the terms and conditions of the Master Lease are incorporated herein and made a part hereof,along with any Supplemental Terms annexed to this Equipment Schedule. This Equipment Schedule, any Supplemental Terms annexed hereto and the Master Lease as it relates to this Equipment Schedule are hereinafter collectively referred to as the "Lease." EQUIPMENT AND LEASE INFORMATION., SUPPLIER Supplier Name rsu"Laah INFORMATION E_Z-GoTexton StrestAddress/atyr4ateMip Supplier Phone:Nunber 1451 Marvin Griffin Road,Augusta,GA 30906 706-796-4594 EQUIPMENT EquipMot Descri 'on Quant Serial Number DESCRIPTION 2012 E-2 Go RXV Electric Goff Cars with windshield (fd), message 152 holders, sand bottles, coolers and brackets, wheel covers, fkt-write bfs logos and decals QUIPMENT Street Address0ty1County/5tate/Zip LOCATION Tah itz Creek Golf Resort, 1885 Golf Club Drive,Palm s CA 92264 END OF LEASE eck one applisablebox. If no box Is chocked or it more than one box is Utecked,the Fatr warket value, PURCHASE Purchase Option will apply. PLUS OPTION A Fair Market Value Purchase Option ❑$1..00 Purchase Option APPLICABLE El Fixed Price Purchase Option of %of the Total Cash Price otal Cash Pdc:e$ TAXES ERMAND Initial Lease Te m: ental Payme t Youagree fo pay at the timeYou sign this Lease: PAYMENT 48 Months $11,850.00 SCHEDULE A)Total Numb or of.Advances: 0 (Months) Payment Frequency. B)Total Advance Rental Payment '= $0.00 PLUS Monthly C)Sales/Use Tax on Rental.Payment=$0.00 APPLICABLE D)One-time Donentadonfee =$250.00. QuQuarterlyas E)Total Due =$250.00 TAXES Other 'If more than one Rental Payment is required in advance,.the additional amount Wit be applied at the end of the initial o an renewal term. CITY OF PALM SPRINGS,CALIFORNIA EVERSANK COMMERCIAL FINANCE, INC. D! IA TAHQUITZ CREEK GOLF RESORT Lessor Jolla Authorized Signature A Signature Davidvid Ready,City Manager Print Name and Title Print Name and Title November 8, 2012 Bate Date For EverBan -Use Orgy Lease.Com mencemmit tJater F11-sf Rental Paymenf Due Dala: _ ____-_._ E°uipm@i9 SOI dtge-MELA V401012012 EverBank EQUIPMENT SCHEDULE COMMERCIAL FINANCE' Master Equipment Lease Agreement Number: 40911004 Dated: November 8, 2012 Equipment Schedule Number:40911004 Dated: November 8, 2012 Lessor: EverBank Commercial Finance, Inc. Lessee: City of Palm Springs, California d/bia Tahquitz Creek Golf Resort This Equipment Schedule is entered into pursuant to the Master Equipment Lease Agreement identified above(the"Master Lease"). All of the terms and conditions of the Master Lease are Incorporated herein and made a part hereof, along with any Supplemental Terms annexed to this Equipment Schedule. This Equipment Schedule, any Supplemental Terms annexed hereto and the Master Lease as it relates to this Equipment Schedule are hereinafter collectively referred to as the "Lease." EQUIPMENT AND LEASE INFORMATION: SUPPLIER Supplier Name("SUPPLIER-) INFORMATION E-Z-Go Textron Street AddresslCily/State/Zip Supplier Phone Number 1451 Marvin Griffin Road,Augusta, GA 30906 706-7964594 EQUIPMENT E ui ment Descri ion Quantity Serial Number DESCRIPTION 2012 E-Z-Go RXV Electric Golf Cars with windshieldd (fd), message 152 holders, sand battles, coolers and brackets, wheel covers, flo-write bfs,logos and decals EQUIPMENT Street AddresslcdylCounty1StatefZip LOCATION Tah uitz Creek Golf Resort, 1885 Golf Club Drive, Palm S 'n s,CA 92264 END OF LEASE Check one applicable box. If no box is chocked or if more than one box is checked,the Fair Market value pLUS PURCHASE Purchase Option will apply. APPLICABLE OPTION M Fair Market Value Purchase Option ElLICABLE $1.00 Purchase Option TLICA ❑ Fixed Price Purchase Option of %of the Total Cash Price Total Cash Price$ Payment Frequency: ;You agree to pay AXES at the time You st�1 this Lease: SPAYMENT CHEDULE 48 Months $11,85000 ]A}Total Number ofAdvances: 9 _..-__ (Months) TERM AND initial Lease Term Renta aymen. - -- ----- - --- - _ ,8;Total Advance Rental Payment $0.00 i PLUS ® Monthly IC)Sales/Use Tax on Rental Payment $0.00 APPLICABLE -,D)One-time Documentation Fee =$250,00 TAXES Quarterly IE)Total Due =$250.00 Other 'af more than one Rental Payment is required in advance,the ;additional amount Will be applied at the end of the initial or tan renewal tens. CITY OF PALM SPRINGS, CALIFORNIA EVERBANK COMMERCIAL FINANCE, INC. _ DI IA TAHQUITZ CREEK GOLF RE Lessor Authorized Signature A thorized Signature �U Shelia Mahon David Ready, City Manager Printiqamiupewions Team Leader Print Name and Title November 8, 2012 �— Date Date For EverBank Use Only_ ---' -- — Lease Commencement Date First Rental Pent Due Dale;,_ 1 , ��L�'_....___ Equip t SGhe UIO-MEIA Ve 01012012 6 ADDENDUM TO EQUIPMENT SCHEDULE COMMERCIAL FINANCE' Master Equipment tease Agreement Number:40911004 Equipment Schedule Number.40911004 Lessee Name: CITY OF PALM SPRINGS,CALIFORNIA DIBIA TAHQUITL CREEK GOLF RESORT Lessee Address: 1885 GOLF CLUB DRIVE, PALM SPRINGS, CA, 92264 Lessor EVERSANKCOMMERCIAL FINANCE,INC. RE:Golf Car Maintenance and Return Provisions 1.. Standard:Maintenance Conditions: a. Lessee will at all times maintain fhe Equipment in good operational condition and appearance. Equipment will be maintained in a manner recommended by the original manufacturer as detailed in.operafingimaintenanae manual and required to validate altywarranty, b. Lessee will use only original manufacturers approved replacement pans and components in the performance of any maintenance and repair of the Equipment. c. Lessee will maintain maintenance and repair records for Me Equipment in a useable manner and provide to Lessor upon return of the Equipment.. 2. Standard.Return Conditions. a. General Return Condition: The Equipment will be in a condition whey it can be put immediately into revenue producing service at its original designated function and capacity. All safety equipment must be in piece and meet all appiicable federal, state and other governmental standards. All windscreens(d so equipped)shall not be broken.chipped or cracked. There shall be no damage to the interior and no upholstery shall have any cut,tear or bum, AN decals, numbers:customer identification.glue and adhesives shall have been removed from Equipment without damage to paint orEquipmont. b. Frame and Body. Frame and structural members will be structurally sound,without breaks,berets,or cracks. All covers and guards must be in place and operational with no damage to body. All units returned will be cleaned and Cosmetically acceplanle,with all rust and corrosion property removed andkir treated. C. Battery and Charges:No battery shall have any dead kegs,cracked case,or be inoperative. Batteries must be capable of sustaining at least 50%of their original rated capacity, Arty replacement batteries will be same type and quality as original. Baderyterminais must be dean and free of Corosion. All electric vehicles will tie returned with a charger operating in accordance with manufacturer specifications without;any damaged covers,doors,or cables. it. Tires:Ail tires shalt be of the same original size,type and manufacturer(or similar quality manufacturer If the original manufacturer no kinger produces tires of this type)as upon delivery to Lessee.Tires will have minimum of fifty percent(50%)remaining ware and retain proper air pressure without:patches and have no flat:spots;cuts,or gouges- Dims will not be bent or damaged. a. Motor:All motors shall operate smoothly without overheatkg and have good bearings and bushings. f. Electrical Systems:All electrical systems shall be able to supply electrical output as specified by manufacturer. g. All electronic controls shall operate per manufacturer's specifications. Controls which bypass normal operations will be repaired at Lessee's expense. h. Suspension: All shocks, springs, and other suspensions components will be in good operating condition and meet original manufacturers specifications. The steering system will operate in accordance with manufacturer specifications without any damaged Components and wi0wut any-play.- I. Attachments and Accessories: If so equipped all attachments including but not limited to baskets,cup holders, and other accessories shall be fully intact and in proper order with no damage of any kind. j. Radelivery: Lessee shallprovide for transportation of the Equipment in a manner consistent with the manufacturer's recommendations and practices to any locations within the Continental United States as Lessor shall direct and shall have the Equipment unloaded at such locations. 3.. Operational Performance:Each item of equipment must be able to complete the following testa: a. Operate normally in forward and reverse directions through all speed ranges or gears. h. Steer normally loth:right and left in both forward and reverse. c. Have all functions and controls work In a normal manor it. Be able to stop with its service breaks in a.safe.distance it)both forward.and reverse. 0. Operate without leaking any.fluids. 4. Repairs I Required Purchase: If any Hem of equipment is damaged or does not meet the standards does not meet the standards set forth above for return condition of such equipment or if lessee fails to discharge lessee's obligations set firth above with regard to arty item of equipment, Lessee shall pay lessor immediately upon demand, at our election, (a) the amount the lessor determines to be necessary to return the Equipment to its required condition and/or replace missing, damaged,or non performing items or equipment'9b)the Fair Market Value of a like Hem of Equipment:which does meet the standards set forth above. All other term and conditions of the Lease shall remain In full fares and effect. EVERBANK COMMERCIAL FINANCE,INC. CITY OF PALM SPRINGS,CALIFORNIA BI TAHQLHTZ CREEK GOLF RESORT Lessor X Authorized Signature Autfibrized Signature DAVID READY,CITY MANAGER Print Name and Title PdnF Name-and Title NOVEMBER 8,2012 Date Date Addendum m Equipmenl Schedule—MELA Goo Car Mainlenalse arm Return Romions Vi 09012012 * Ever Sank ADDENDUM TO EQUIPMENT SCHEDULE COMMERCIAL FINANCE* Master Equipment Lease Agreement Number:40911004 Equipment Schedule Number.40911004 Lessee Name: CITY OF PALM SPRINGS,CALIFORNIA DtB/A TAHQUITZ CREEK GOLF RESORT Lessee Address: 1885 GOLF CLUB DRIVE, PALM SPRINGS, CA, 92264 Lessor:EVERBANKCOMMERCIAL FINANCE.,INC. RE:Golf Car Maintenance and Return Provisions 1. Standard Maintenance Conditions: a. Lessee will at all times maintain the Equipment in good operational condition and appearance. Equipment will be maintained in a manner recommended by the original manufacturer as detailed in operating/maintenance manual and required to validate any warranty. b. Lessee will use only original manufacturers approved replacement parts and components in the performance of any maintenance and repair of the Equipment. c. Lessee will maintain maintenance and repair records for the Equipment in a useable manner and provide to Lessor upon return of the Equipment. 2. Standard Return Conditions: a. General Return Condition: The Equipment will be in a condition whereby it can be put immediately into revenue producing service at its original designated function and capacity. All safety equipment must be in place and meet all applicable federal, state and other governmental standards. All windscreens(if so equipped)shall not be broken, chipped or cracked. There shall be no damage to the interior and no upholstery shall have arty cut.tear or bum. All decals, numbers, customer identification,glue and adhesives shall have been removed from Equipment without damage to paint or Equipment b. Frame and Body: Frame and structural members will be structurally sound. without breaks, bends, or cracks. All covers and guards must be in place and operational with no damage to body. All units returned will be cleaned and cosmetically acceptable,with all rust and corrosion properly removed and/or treated. c. Battery and Charges: No battery shall have any dead cells,cracked rase,or be inoperative. Batteries must be capable of sustaining at least 50%of their original rated capacity. Any replacement batteries will be same type and quality as original. Battery terminals must be clean and free of corrosion. All electric vehicles wits be returned with a charger operating in accordance with manufacturer specifications without any damaged covers.doors,or cables. d. Tires:All fires shall be of the same original size, type and manufacturer(or similar quality manufacturer if the original manufacturer no longer produces tires of this type)as upon delivery to Lessee.Tires will have minimum of fifty percent(50%)remaining ware and retain proper air pressure without patches and have no flat spots,cuts,or gouges. Rims will not be bent or damaged. e. Motor:All motors shall operate smoothly without overheating and have good bearings and bushings. I. Electrical Systems:All electrical systems shall be able to supply electrical output as specified by manufacturer. g. All electronic controls shall operate per manufacturer's specifications. Controls which bypass normal operations will be repaired at Lessee's expense. h. Suspension: All shocks, springs. and other suspensions components will be in good operating condition and meet original manufacturer's specifications. The steering system will operate in accordance with manufacturer specifications without any damaged components and without any"play" t. Attachments and Accessories: if so equipped all attachments including but not limited to baskets, cup holders, and other accessories shall be fully intact and in proper order with no damage of any kind. j. Redefivery: Lessee shall provide for transportation of the Equipment in a manner consistent with the manufacturer's recommendations and practices to any locations within the continental United States as Lessor shall direct and shall have the Equipment unloaded at such locations. 3. Operational Performance: Each item of equipment must be able to complete the following tests: a. Operate normally in forward and reverse directions through all speed ranges or gears. b. Steer normally both right and left in both forward and reverse. c. Have all functions and controls work in a normal manor d. Be able to stop with its service breaks in a safe distance in both forward and reverse. a. Operate without leaking any fluids. 4. Repairs t Required Purchase: If any item of equipment is damaged or does not meet the standards does not meet the standards set forth above for return condition of such equipment or it lessee fails to discharge lessee's obligations set forth above with regard to any item of equipment, Lessee shall pay lessor immediately upon demand, at our election, (a) the amount the lessor determines to be necessary to return the Equipment to its required condition and/or replace missing, damaged, or non performing items or equipment 9b) the Fair Market Value of a like item of Equipment which does meet the standards set forth above. All other terms and conditions of the Lease shall remain In full force and effect. EVERBANK COMMERCIAL FINANCE,INC. CITY OF PALM SPRINGS,CALIFORNIA ,, �,�f B/ TAHQUITZ CREEK GOLF RESORT Lessor . _ _ li�- -a- J, X L.G.t 3" �'1_ Authorized Signature Aut t RE Signature I DAVID READY,CITY MANAGER Print Name and Title 3 lnC➢ V Print Name and Title NOVEMBER 8,2012 Date er Date Addand�xn to F..qulpm,a+1 Schedule—MIA GM(Car NelMenanca and ReW,n Wowsions V108012012 ,g `f�EU k Delivo and Acceptance Cer0ficate COMMERCIAL FINANCE* IN W Lessee Name:CITY OF PALM SPRINGS, CALIFORNIA D/B/A TAHQUITZ CREEK GOLF RESORT Master Equipment Lease Agreement Number:40911004 Schedule:40911004 On behalf of Lessee, I hereby certify that all of the equipment and otter property referred to in the above referenced Master Equipment Lease Agreement Schedule ("Equipment Schedule") with EverBank Commercial Finance, Inc. (the "Lessor") has been delivered, inspected and is accepted by Lessee for all purposes of the Equipment Schedule. I acknowledge that the Lessor is not the manufacturer, supplier or dealer of the Equipment. ACCORDINGLY, I AUTHORIZE LESSOR TO PURCHASE THE EQUIPMENT AND COMMENCE BILLING UNDER THE EQUIPMENT SCHEDULE. DO NOT SIGN THIS DELIVERY AND ACCEPTANCE CERTIFICATE UNTIL YOU HAVE RECEIVED THE EQUIPMENT, LESSEE SIONATURE '�� B w PRINT NAME I ` David Ready a>_ PRINT TITLE City Man* �, TELEPHONE NUMBER �° 760-328-1005 OelivetyaM nesapiance Cai&rmefe-kquafrtal META VS 016120t2 I� E7Fw TV NSUPAN AGENOIY Viv. 323 k2_11 �60. 323. 7 Lessee: Plea a complete the above Information,sign below,fax to your agent and return original to L'ver8amk CommarclaYFirrarrw%Ina with your lasso#60whents; NOTE. Certificate or Binder must be received prior to fending by Eve8ank Commercial Fiomce,b C; Re: Equipment Schedule Number 4001004 for the folio rig equipment One hundred fifty two (152)2012 E-Z-Go RX# Elaobic Gulf Cars with windshield:(fd).message folders,sand bottles,coolers and brackets, wheel covers, "Tito bfs, logos and d ;als Equipment'Looafion:TahquitrCreek Golf Resort, t385 Goy Club Drive,Palm Springs,CA 92213+k Agent: Please..accept this as authorization to.place In force::the faffoMngW", Moo coverage on:the refstericedequipment 1. All Risk Property Damage Coverage(fire,thefL comprehensive,at,,.)for the Equipment witlr ooverage for not less than the replacementcod0the Equipment. Equipment cosh 550X0.40.The insurance must have endorsements containing the following. (a) Loss Payee: EverBe ak Commercial Finance,, Inc.,its successors and assigns 10 Watefvfew Boulevard, Parsippany,NJ 07054 (b) Notice!. Thirty(30)days prior wnttan notice will beglvan by insurer to EverSank CorrimercialFinance,Inc.in the event of cancellation or material change in the policy. 2. Public Liability Insurance coverage of at least$1,000,000. The insurance most have endorsements containing the following: (a) Additional Insured: - EverBank Commercial Finance,Inc.,its successors and assigns 10 Waterview Boulevard,Parsippany,NJ 07054 (b) Notice: Thirty days prior written notice will be givan to EverBank Commercial Finance, Inc.in the event of cancellation or material change in the policy; Lessee: By signing below Lessee hereby acknowledges receipt of a copy of this document and authorizes its nsurance- agent to adjust its insurance cave to comply with the above requirements and to forward an Acw¢23 cart t cote of insurance evidencing such coverageTRverBank Commercial Finance,Inc Agent: Please fax AccnM 23 ceidtiate of Insurance to 101.770.s0v. Lessee:CITY OF PALM SPRINGS, CALIFORNIA DlBfA TAHQUITZ CREEK GULF RESORT By ame/1i0e: David Reddy,€Ity Manau®r Date: Novembar .2012 rdiMmum haurarrce Raqu@ewenlsend kepci9aG LgaFejiMWNAaI V3 610f2092